A. Firm Information
WPH GP LLC dba Wincove (herein referred to as “Wincove”, the “GP” or the “Advisor”) is a registered investment
advisor with the U.S. Securities and Exchange Commission (“SEC”). The GP is organized as a Limited Liability
Company (“LLC”) under the laws of the State of Delaware. Wincove was founded in 2008 by Michael McGovern
(Founding Partner) and John Lenahan (Founding Partner).
Wincove Private Holdings, L.P. (herein the “Current Equity Fund,” and, together with its affiliated special purposes
vehicles (“SPVs”), the “Wincove Funds”) is a private investment fund that invests in growing small and mid-sized
private businesses in the industrial and business services sectors.
Wincove’s two founding partners, Michael McGovern and John Lenahan (the “Partners”), formed the firm in 2008,
first investing on a deal-by-deal basis, and raised the Current Equity Fund in 2015. The Current Equity Fund is
structured as a permanent capital vehicle, with an indefinite investment horizon and the ability to re-invest returned
capital, subject to certain conditions. Both Partners have a beneficial equity ownership stake in the Current Equity
Fund through WPH GP, LLC (“the GP”).
In accordance with the Current Equity Fund’s limited partnership agreement (the “Fund LPA”), the GP manages,
controls, operates and governs the policy with respect to the Wincove Funds. The GP is also the advisor to a
special purpose vehicle, WPH Quantum, LP (“WPH Quantum”) that indirectly owns a minority stake in one
underlying Portfolio Company. WPH Quantum is the only investment vehicle outside the Current Equity Fund as of
the date of this Disclosure Brochure.
The GP has the authority to delegate administrative and portfolio management services related to the Wincove
Funds and WPH Quantum to WPH Management, LLC (the “Management Co.”), an affiliated Delaware limited
liability company. The GP holds a majority equity position in Management Co, with the remaining minority equity
position held by the Investors (each a “Limited Partner”) in the Current Equity Fund on a pro rata basis. The
Management Co. is managed and directed by the Partners.
References to “Wincove” or the “Advisor” in this Disclosure Brochure will refer to the GP and Management Co.
collectively as the advisor to the Wincove Funds and WPH Quantum. References to “Investors” in this Disclosure
Brochure will refer to limited partners in the Wincove Funds and WPH Quantum. References to “Portfolio
Companies” will refer to underlying portfolio company investments held by the Wincove Funds.
This Disclosure Brochure provides information regarding the qualifications, business practices, and the advisory
services provided by Wincove. For information regarding this Disclosure Brochure, please contact Sally Edelblute
(Chief Financial Officer and Chief Compliance Officer) at (603) 770-9785 or by email at se@wincove.com.
B. Advisory Services Offered
Wincove serves as a fiduciary to Investors, as defined under the applicable laws and regulations. As a fiduciary, the
Advisor upholds a duty of loyalty, fairness and good faith towards Investors and seeks to mitigate potential conflicts
of interest. Wincove's fiduciary commitment is further described in the Advisor’s Code of Ethics. For more
information regarding the Code of Ethics, please see Item 11 – Code of Ethics, Participation or Interest in Client
Transactions and Personal Trading.
Wincove provides investment advisory services with respect to the Portfolio Companies. The scope of services
includes, but is not limited to, identifying and evaluating investment opportunities in Portfolio Companies and add-
on businesses, executing, and negotiating acquisitions that meet the Fund LPA investment mandates, developing
strategic company initiatives to position investments for growth, managing and monitoring the Portfolio Companies
on an ongoing basis, and disposing of such investments in a prudent manner. The Wincove Funds primarily hold
control equity investments in privately-held businesses that focus on manufacturing, value-added distribution,
infrastructure services, and business services with approximately $20 million to $100 million of gross revenues at
the time of acquisition.
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Both Wincove Funds’ and WPH Quantum’s Investors currently consist of high net-worth individuals that meet
certain investment qualifications and other business entities, including other private equity funds. The Advisor
provides investment advisory services solely through the Wincove Funds and WPH Quantum, and not on an
individual investor basis. The Current Equity Fund invests in each Portfolio Company through separate SPVs. The
SPVs are formed to facilitate additional equity contributions outside the Current Equity Fund to Portfolio
Companies. The limited partners of the Current Equity Fund are offered the opportunity to invest additional capital
as co-investors in the SPVs, in accordance with the investment provisions of the Fund LPA. Additionally, the GP
charges carried interest at each separate SPV in accordance with the economic terms of the Fund LPA, or, in the
case of co-investors in the SPVs, as otherwise mutually agreed to. Material investment decisions, including certain
acquisition and dispositions, are governed by the investment restrictions as set forth in the Fund LPA.
C. Client Account Management
Investors in the Wincove Funds and WPH Quantum will become limited partners by completing the required
subscription documents for the applicable Fund/SPV.
D. Wrap Fee Programs
Wincove does not manage or place Client assets into a wrap fee program.
E. Assets Under Management
As of December 31, 2023, Wincove managed $261,919,235 in assets, all of which were on a discretionary basis.
Clients may request more current information at any time by contacting the Advisor.