A. Description of the Advisory Firm
Winthrop Square Capital, a Delaware limited partnership, is a venture capital and private
equity firm that invests across a variety of strategies, stages, industries and geographies. The
Firm launched its first Fund (as defined below) in August 2019. Dorr B. Begnal, Anthony J.
Limberis and Linda H. Lynch are the Co-Founders and Managing Directors of WSC.
B. Types of Advisory Services
WSC provides discretionary investment advice to private investment vehicles (each a “Fund”
or a “Client”, and, collectively, the “Funds” or “Clients”) which are formed to invest or co-
invest in portfolio companies. The Funds may use a “fund of funds” investment structure, and
all or a portion of the Fund investments may not be directly invested in publicly-traded
securities or in private operating entities. In the future, WSC may form additional funds,
including feeder and parallel funds, co-investment vehicles, parallel funds, alternative
investment vehicles (“AIVs”) and special purpose vehicles (“SPVs”). WSC’s primary
investment focus is to invest in private equity fund portfolios and co-investments (together
“Portfolio Entities”).
Generally, a person that is under common control with WSC (a “Related Person”) will act as
the general partner of each Fund, and WSC will serve as the investment adviser to each Fund.
References to “WSC” in this Brochure include, as the context requires, affiliates through
which WSC provides investment advisory services or that act in any capacity referenced in
the previous sentence. References to “General Partners” in this Brochure include the general
partner entities of the applicable Funds.
This Brochure is not an offer to invest in a Fund. Any such offer would only be made through
the provision of a Limited Partnership
Agreement (the “LPA”) and/or Investment
Management/ Advisory Agreement (the “IMA”) and/or such other offering materials as
prepared by the Firm with respect to such Fund (collectively, the “Offering Documents”).
Information included in this Brochure is intended to provide a useful summary about the
Firm, but it is qualified in its entirety by information included in any Offering Documents.
C. Client Tailored Services and Client Imposed Restrictions
WSC will tailor its advisory services to the specific investment objectives and restrictions of
each Fund set forth in such Fund’s limited partnership agreement. Investors and prospective
investors of each client should refer to the confidential private placement memorandum (if
any), limited partnership agreement, subscription agreement and/or other governing
documents (collectively, the “Governing Documents”) of the applicable Client for complete
information on the investment objectives and investment restrictions with respect to such
client. There is no assurance that any of the client’s investment objectives will be achieved.
Consistent with industry practices, the Funds and/or the General Partner have entered into
side letter agreements or similar agreements (“Side Letters”) with certain investors
pursuant to which the General Partner grants the investor specific rights, benefits, or
privileges (including economic rights, benefits, and privileges) that, except as set forth in the
Governing Documents, are not required to be made available or disclosed to investors
generally.
D. Wrap Fee Programs
WSC does not participate in wrap fee programs.
E. Amounts Under Management
As of December 31, 2023, WSC managed $172,654,932 of assets under management. All
assets are managed on a discretionary basis.