Item 5 – Fees and Compensation
Advisory Fees:
I. Institutional Separate Accounts
Wood Creek offers investment advice to institutional clients in customized mandates.
Fees for these accounts are negotiated on a case-by-case basis, but generally are based on
the assets committed to and being managed by Wood Creek. Fees for these accounts are
calculated and deducted by a third party administrator in accordance with the written
agreement between Wood Creek and the client. The management fees are generally paid
on a quarterly basis, either in advance or in arrears. Management fees are generally
payable out of current cash flow, amounts withheld from distributable proceeds or from
drawdowns of clients’ unfunded capital commitments. In certain circumstances, Wood
Creek may be entitled to a performance fee for its services to institutional clients, in
accordance with the applicable written agreement. Performance fees, if any, are
calculated and paid on an annual or less frequent basis. Other terms of the agreement,
such as termination and notice requirements, are negotiated on a case-by-case basis.
Wood Creek also offers investment advice to private investment fund clients. These
services are provided pursuant to written agreements between Wood Creek and the client.
Fees for these accounts are calculated and deducted by a third party administrator in
accordance with the written agreement and generally payable in arrears. Fees are
generally calculated quarterly pursuant to the written agreement. Management fees are
generally payable out of current cash flow or amounts withheld from distributable
proceeds. In certain circumstances, Wood Creek may be entitled to a performance fee for
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Management, LLC
its services to private investment fund clients, in accordance with the applicable written
agreement. Performance fees, if any, are generally calculated and paid on an annual or
less frequent basis.
Clients of Wood Creek often enter into agreements with other service providers such as
custodians or administrators, and such service providers will charge clients additional
fees. Investors in private funds managed by Wood Creek will pay additional fund related
fees. Clients may also pay certain brokerage and transaction fees in connection with
investment activity in their portfolios. For a discussion of these brokerage and
transaction fees, please refer to Item 12 – Brokerage Practices.
II. Affiliate Accounts
Wood Creek provides services to certain investment portfolios of its ultimate parent
company, MassMutual, and certain of its subsidiaries and other affiliated companies.
Wood Creek is paid asset based fees that have been negotiated between the parties.
Additionally, Wood Creek acts as investment adviser to certain investment funds in
which MassMutual or an affiliate has invested.
III. Private Investment Funds
Wood Creek provides investment advisory services to private investment funds. Fees
and other terms are negotiated on a fund-by-fund basis and for certain funds and entities,
include fees based on the performance of the private investment fund. Fees, including
performance fees, for each private investment fund managed by Wood Creek are
disclosed in the offering materials for each private investment fund.
Other Fees and Expenses:
Generally, all expenses incurred in the formation of an account or fund (collectively, a
“Fund”) will be borne by the Fund in accordance with the organizational documents of
the applicable Fund. Generally, and except as set forth in the organizational documents of
the specific Fund, a Fund will pay: (i) legal, accounting, custodial, and third-party
consulting fees for services rendered to or for the benefit of the Fund; (ii) third-party
expenses incurred directly in connection with Fund investments or proposed investments,
including expenses related to identifying, evaluating, structuring, negotiating, acquiring,
managing, selling and valuing such investments, whether or not ultimately consummated;
and (iii) other operating and extraordinary expenses of the Fund. Except as provided
herein, Wood Creek will pay ordinary expenses incurred in connection with providing
services to the Fund, including salaries of Wood Creek employees, rent and other general
administrative expenses incurred with the maintenance of Wood Creek’s offices. If
multiple Funds participate in an investment, or a proposed investment that is not
consummated, expenses related to the investment will be borne by the Funds, pro rata,
based on the amount committed, or proposed to be committed, to the investment.
In certain situations, Wood Creek and clients may form, or have formed, a co-investment
vehicle in connection with the consummation of certain transactions. If such transactions
are not consummated, the co-investment vehicle generally will have been formed and the
associated expenses relating to the proposed, but not consummated transaction, would be
borne by the proposed investors to the transaction.
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