ITEM 5 – FEES AND COMPENSATION
Advisory Fees
Wildcat charges fees and expenses, pursuant to the Organizational Documents between Wildcat
and Clients. Unless otherwise specified in the Organizational Documents, Clients will generally
pay Wildcat an asset-based management fee (“Base Fee”), a performance-based fee or allocation
(“Performance Fee”) and/or Carried Interest (defined below) as set forth in the Organizational
Documents of the Client. The Base Fee and other fees and distributions described herein are
generally subject to modification, waiver or reduction by Wildcat in its sole discretion, both
voluntarily and on a negotiated basis with selected investors via side letter and other arrangements,
which generally will not be disclosed to other investors in the same Client, but Wildcat, in its sole
discretion, may elect to do so from time to time. The fee structures described herein may be
modified from time to time.
Base Fee. The Base Fee for a Client is typically calculated quarterly as a percentage of certain
assets under management plus cash, contributed capital associated with the Client’s aggregate
investment(s) in portfolio companies and/or remaining invested capital with respect to such Client
and is paid quarterly in advance and, with respect to certain Clients is subject to a periodic
reconciliation for under-payments by such Clients (and, in certain instances, over-payments by
such Client) based on the ultimate value of the fee base for such prior period. If an advisory
relationship with any Client is terminated during any calendar quarter, then a pro rata portion of
the prepaid Base Fee in respect of such quarter will typically be returned to the Client. The fee
structures described herein may be modified from time to time and Base Fees, Performance Fees
and Carried Interest may differ from one Client to another. Base Fees are expected to be payable
during any term extensions.
On a date specified in the Organizational Documents of certain Clients (the “Stepdown Date”), the
Base Fee may decrease and thereafter be calculated based using various methodologies such as,
the amount of remaining invested capital associated with the Client’s investment(s) in portfolio
companies that remain unrealized or with respect to which the Client has not completely disposed
of its interest (a complete disposition, each a “Disposition”) or have not been permanently written-
off. Because Base Fees with respect to certain Clients are calculated based on remaining invested
capital following the Stepdown Date, the Organizational Documents do not require any reduction
or refund of Base Fees following a write-off, or a decrease (including a significant decrease) in
fair value of an investment, or any partial realization, dividend, distribution (including those
arising from dividend recapitalizations), reorganization, restructuring, roll-over investment, or
similar transactions where the Client has not completely disposed of its interest in the portfolio
company, even if the value of the Client’s interest has been reduced (including materially reduced)
(each a “Recap Distribution”). As a result, the Base Fees generally will not track changes in the
fair value of any individual investment or of a Client. The Organizational Documents generally do
not provide for the reimbursement or refund of Base Fees in the event of Dispositions occurring
mid–calculation period.
Other Fees (as defined below, and which include but are not limited to transaction fees) and other
fees, costs and expenses allocated to a portfolio company at the time of investment (collectively,
“Capitalized Costs”) are generally capitalized into the amount of remaining invested capital with
respect to such portfolio company. Accordingly, where the Base Fee base post-Stepdown Date is
based on remaining invested capital, such base will include the value of such Capitalized Costs,
including such those payable or reimbursable to Wildcat and its affiliates. This would increase the
amount of Base Fees paid to Wildcat. Such increase is in addition to the Other Fees paid to Wildcat
and/or its affiliates.
Performance Fee. Performance Fees are generally calculated annually as a percentage of net
profits (realized or unrealized) attributable to the Client’s relevant assets and in accordance with
the Organizational Documents of such Client. Other performance allocations, interests or fees can
be agreed to by each Client. Performance Fees accrue throughout the year and are typically
allocated on the last day of the year (or earlier in the case of a termination or redemption) and
deducted from a Client’s assets and not billed separately.
Specific details about Base Fees and Performance Fees (or allocations) payable by a Client are set
out in the Organizational Documents of the relevant Client. For certain Clients, a client
representative (a “Client Representative”) designated by those Clients pursuant to the investment
management agreement among those Clients and Wildcat is responsible for appropriate allocation
of the respective amounts amongst such Clients.
Certain Clients may also pay Carried Interest. With respect to certain Clients a portion of the profits
or distributions of each such Client is distributed to an affiliate of Wildcat (which, for the
avoidance of doubt, may serve as a general partner, managing member, manager, special member,
special limited partner or similar entity (each, an “Affiliate”), if any, as “carried interest” (the
“Carried Interest”). Each such Affiliate that is entitled to Carried Interest is a related person of
Wildcat. Carried Interest paid by a Client is indirectly borne by investors in such Client. Certain
Clients and investors in such Clients (including Adviser Investors (as defined below)) may incur
lower or no Carried Interest. Specific detail about Carried Interest payable by Clients are set forth
in the Organizational Documents of the relevant Client. Please see Item 6 below regarding Carried
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