Wainwright is an investment adviser registered with the SEC with its principal place of business
located in Boston, Massachusetts. Wainwright has been providing investment advice since 1999.
The Firm is privately held and majority employee owned and no one member owns or has
contributed more than 25% of the capital of the Firm.
Wainwright provides a broad range of investment advisory and consulting services to its clients.
Below is a summary of the services that Wainwright offers to clients.
Wainwright provides non-discretionary (Advisory Consulting) and discretionary (Discretionary
Management) investment advice to U.S.: individuals; high net worth individuals; family offices;
endowments; trusts; estates; foundations; corporations and other business entities; pooled
investment vehicles including hedge funds and other investment partnerships; charitable and tax-
exempt institutions; pension, profit-sharing, 401(k) and other plans that are subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”); employee benefit plans; and
state and municipal governmental pension and post-employment benefit plans. Wainwright
additionally provides, or has provided in the past, discretionary and non-discretionary investment
advice and sub-advisory services to U.S. and non-U.S. foundations, corporations and banks.
Wainwright has clients domiciled both within and outside of the United States.
4.1. Investment Policy Statement Preparation
At the inception of each Advisory Consulting or Discretionary Management Services relationship,
Wainwright will review and discuss each client's prior investment history, as well as other relevant
information, background and circumstances. The results are used to develop a customized
investment policy statement (“IPS”) or investment strategy framework that reflects the client’s
stated investment objective, tolerance for risk, investment time horizon, liquidity needs, tax
considerations, legal and regulatory considerations, and any unique circumstances that may apply
(
e.g., investment restrictions). Additionally, any parameters or restrictions for the management of
the account will be established. The IPS or investment strategy framework sets forth criteria for
target asset allocation, selection of managers, securities and investment vehicles as well as the
procedures and timing interval for monitoring investment performance. See also
Item 13 – Review
of Accounts.
4.2. Types of Investments
Wainwright’s investment advice and recommendations are not limited to any specific product or
service offered by a particular company or financial institution and will generally include advice
for the following types of securities and instruments:
• Exchange-listed securities
• Securities traded over-the-counter
• Foreign issuers
• Corporate debt securities (other than
commercial paper)
• Municipal securities
• United States governmental securities
• Options contracts on securities
• Futures contracts on intangibles
• Interests in partnerships investing in
real estate and other assets
1
• Interests in partnerships investing in
private equity1
• Interests in partnerships, hedge funds
or hedge funds-of-funds1
• Investment company securities
(mutual funds)
At the client’s request, alternative investments may be recommended, which could include, but not
be limited to: hedge funds and funds-of-funds; private equity funds and funds-of-funds; venture
capital funds and funds-of-funds; private real estate funds and funds-of-funds; or separately
managed accounts.
Investing in securities involves the potential for a risk of loss that clients should be prepared to
bear. Because some types of investments involve certain additional degrees of risk, they will only
be recommended or implemented consistent with the client’s investment objectives, risk tolerance,
liquidity, and other constraints.
Based on client circumstances and preferences, reasonable restrictions or constraints for investing
in certain types of securities, instruments, types of securities or industry sectors may be applied.
These restrictions will be considered when making investment recommendations to the client. Any
investment guidelines or restrictions must be agreed to by the client and Wainwright.
4.3. Types of Investment Vehicles
Clients obtain exposure to a particular investment manager through a broad range of investment
vehicles and instruments including, but not limited to, hedge funds and funds-of-funds; private
equity funds and funds-of-funds; venture capital funds and funds-of-funds; private real estate funds
and funds-of-funds; separately managed accounts; and mutual funds or exchange traded funds
(“ETFs”). To the extent that it is consistent with the Advisory Consulting Services client’s IPS or
investment strategy framework, Wainwright may recommend that a client invest in one or more of
the types of securities and investment vehicles listed in
Item 4.2 above.
1 Interests in partnerships investing in private funds are not generally available for client accounts managed on a
discretionary basis.
4.4. Advisory Consulting Services to Pension Plans and Other Clients
Wainwright provides Advisory Consulting Services on a non-discretionary basis whereby the IAR
will make investment recommendations to the client and the client retains the ultimate authority to
decide whether to accept, modify or reject the investment recommendation. A non-discretionary
account requires prior authorization or instruction from the client to effect each transaction.
Wainwright typically plays a key role in communicating the client’s instructions to the relevant
custodians, administrators and managers to communicate the client’s instructions, to arrange, effect
or otherwise facilitate the purchase or sale of the recommended investments, including
subscriptions in private funds and the allocation of separately managed account assets among
managers, and to ensure that each client’s investment decisions are appropriately implemented.
Wainwright’s Advisory Consulting Services are customized to the requirements of each client, and
the scope and duration of the services provided to a particular client is implemented through a
written Advisory Consulting Services agreement between the client and the Firm. Wainwright and
the client may mutually agree to change the scope of the services at any time. In very limited
circumstances, Wainwright may also provide assistance in obtaining valuations with regard to
assets that are not freely transferable and Wainwright shall fully disclose any such valuations within
the client report containing such valuations.
Advisory Consulting Services clients may provide Wainwright information imposing reasonable
restrictions or constraints such as for limitations for investing in certain securities, instruments,
types of securities or industry sectors. These restrictions will be considered when making
investment recommendations to the Advisory Consulting Services client. Any investment
guidelines and restrictions must be agreed to by the client and Wainwright.
Unless by mutual agreement and understanding, an Advisory Consulting Services portfolio will
not be advised for tax risk tolerance considerations.
4.4.1. Asset Allocation Strategy
Wainwright assists its clients in developing an overall asset allocation strategy that is consistent
with the client’s stated goals and objectives and determined based on the client's particular
circumstances. If appropriate, this asset allocation strategy is incorporated within the client's IPS
or investment strategy framework. The Firm will monitor the asset allocation strategy on an
ongoing basis, or as otherwise specified by the client, and will make periodic recommendations
that the assets be reallocated or rebalanced based on various considerations such as market factors
and the client’s financial circumstances.
4.4.2. Manager Selection and Evaluation
Wainwright performs searches to identify and evaluate investment managers whose portfolio
management styles are appropriate for a particular client based on that client’s investment
objectives, risk tolerance and asset allocation strategy. Once the Firm has recommended an
investment manager, and the Advisory Consulting Services client has accepted that
recommendation, Wainwright will monitor, on an ongoing basis, each of those selected investment
managers.
If Wainwright determines that a selected manager is not providing sufficient, adequate or
appropriate investment management services to Wainwright’s Advisory Consulting Services client,
Wainwright will recommend that the client consider limiting or terminating the investment
manager’s services. If a manager or investment is terminated, Wainwright may recommend
another investment manager using the same manager selection and evaluation process as outlined
above or Wainwright may recommend that no replacement manager be added to the portfolio.
Advisory Consulting Services clients are responsible for making the ultimate decision whether to
select, hire or terminate a particular manager or to invest in a particular investment recommended
by Wainwright. For a full description of the services offered by a particular manager and full and
fair disclosures of the recommended manager’s conflicts of interest, clients should refer to each
recommended manager’s Form ADV, due diligence questionnaire, prospectus or offering
documents, as applicable
2.
Wainwright’s
Research and Due Diligence Committee (“RDC”) has overall responsibility for
coordinating and centralizing the initial and ongoing manager due diligence and research activities
related to Wainwright’s Advisory Consulting Services.
Wainwright does not recommend or solicit any state regulated pension fund client to invest in any
fund to which it provides Hedge Fund Advisory Services (see
Item 4.7) or any fund with which it,
or WFS, LLC, Wainwright’s wholly-owned broker-dealer subsidiary, has a solicitation or private
placement arrangement.
2 Offering documents include, but are not limited to, a prospectus or confidential private placement offering
memorandum, subscription agreement, limited partnership or shareholder agreement (collectively, “offering
documents”).
4.5. Discretionary Management Services
In a Discretionary Management Services arrangement, Wainwright will have investment discretion
over the purchase and sale of securities and other instruments in the client’s Discretionary
Management Services account. For each Discretionary Management Services account Wainwright
will determine which securities to buy or sell
3,
the number of shares to be bought or sold and the
timing of the transaction. Each Discretionary Management Services client agrees to grant
Wainwright discretionary trading authority by way of its written Discretionary Management
Services agreement which includes, but is not limited to, a description of the terms of Wainwright’s
Discretionary Management Services, a description of Wainwright’s compensation for those
services and important disclosures.
While a Discretionary Management Services client will have the ultimate authority to select an
executing broker-dealer for their respective account, Wainwright is available to provide guidance
or recommendations with regard to the selection of an executing broker-dealer.
Funds to which Wainwright provides Hedge Fund Advisory Services and funds for which
Wainwright or WFS, LLC receive compensation are not eligible investments for accounts over
which Wainwright exercises discretionary trading authority. Discretionary Management Services
clients wishing to invest in those funds may do so through a separate and distinct Advisory
Consulting Services account.
Private funds and investments that require a subscription agreement
4and separately managed
accounts are not eligible investments for accounts over which Wainwright exercises discretionary
trading authority. Discretionary Management Services clients wishing to invest in those funds or
strategies may do so through a separate and distinct Advisory Consulting Services account.
Unless by mutual agreement and understanding, a Discretionary Management Services portfolio
will not be managed for tax risk tolerance considerations.
3 The buying or selling activity could include the purchase or sale of a listed option and the initiation of (or the covering
of) a short sale.
4 Private funds include, but are not limited to, hedge funds and funds-of-funds, private equity funds and funds-of-funds,
venture capital funds and funds-of-funds, private real estate funds and funds-of-funds.
4.6. Sub-Advisory Investment Management Services
4.6.1. Discretionary Sub-Advisory Investment Management Services
Wainwright has in the past provided, and may provide again in the future, Discretionary Sub-
Advisory Investment Management Services whereby Wainwright has discretionary trading
authority over each of the Client Sub-Accounts. Wainwright provides one or more models of
varying investment objectives, needs, circumstances and risk tolerance, each a “Strategy” to the
Discretionary Sub-Advisory Master Account who in turn offers the Strategy to its Client Sub-
Accounts based on their investment objectives, needs, circumstances and risk tolerance. Each of
the Client Sub-Accounts agrees to grant Wainwright discretionary trading authority by way of its
agreement with the Discretionary Sub-Advisory Master Account. Wainwright has investment
discretion over the purchase and sale of securities and other instruments in the Client Sub-Account
according to the Strategy. For each Strategy, Wainwright will determine which securities to buy or
sell
5, the number of shares to be bought or sold and the timing of the transaction. Wainwright has
no obligation to evaluate or complete any suitability or financial analysis regarding any particular
Client Sub-Account.
Funds to which Wainwright provides Hedge Fund Advisory Services and funds for which
Wainwright or WFS, LLC receive compensation are not eligible investments for accounts over
which Wainwright exercises discretionary trading authority. Discretionary Management Services
clients wishing to invest in private funds may do so through a separate and distinct Advisory
Consulting Services agreement.
4.6.2. Non-Discretionary Sub-Advisory Investment Management Services
Wainwright has in the past provided, and may provide again in the future, Non-Discretionary Sub-
Advisory Consulting Services on a non-discretionary basis whereby Wainwright provides one or
more models of varying investment objectives, needs, circumstances and risk tolerance, each a
“Strategy” to the Client who in turn offers the Strategy to its Client Sub-Accounts based on their
investment objectives, needs, circumstances and risk tolerance. The Client, and each of the Client
Sub-Accounts, retains the ultimate authority to decide whether to accept, modify or reject the
investment recommendation according to the investment objectives, needs, circumstances and risk
tolerance of the Strategy.
4.7. Hedge Fund Advisory Services
Wainwright provides discretionary advice and/or certain other services to a privately offered fund,
as described in further detail below.
5 The buying or selling activity could include the purchase or sale of a listed option and the initiation of (or the covering
of) a short sale.
Funds to which Wainwright provides Hedge Fund Advisory Services and funds for which
Wainwright or WFS, LLC receive compensation are not eligible investments for accounts over
which Wainwright exercises discretionary trading authority. Discretionary Management Services
clients wishing to invest in those funds may do so through a separate and distinct Advisory
Consulting Services agreement.
4.7.1. Wainwright Capital Partners, LLC
Wainwright has a wholly-owned subsidiary, Wainwright Capital Partners, LLC (“WCAP”), which
is registered as a Commodity Pool Operator registered with the U.S. Commodity Futures Trading
Commission (“CFTC”) and is a member of the National Futures Association (“NFA”). WCAP is
the general partner of the Wainwright Renaissance Fund 1, L.P., a Delaware limited partnership
(the “Wainwright Renaissance Fund”) and the Wainwright Global Capital, LP, a Cayman Islands
partnership. WCAP is a “related person” of Wainwright due to Wainwright’s 100% ownership of
WCAP. Eric Bertonazzi, CEO and Chairman of the Board of Managers of Wainwright, is a
managing member, principal and associated person of WCAP and controls its management and
operations. Paul Martins, Chief Financial Officer, Chief Administrative Officer and a member of
the Board of Managers of Wainwright, is a principal of WCAP, and controls the management and
operations of WCAP. Gustavo Aristizabal, President and a member of the Board of Managers of
Wainwright, is Chief Compliance Officer and a principal of WCAP, and controls the management
and operations of WCAP. Stephen Barrett is a member of the Board of Managers of Wainwright
and a principal of WCAP. Additional information about Eric Bertonazzi, Gustavo Aristizabal and
Stephen Barrett can be found in Wainwright’s Form ADV Part 2B Brochure Supplement (the
“Brochure Supplement”). Additional information about Paul Martins is available upon request.
Wainwright serves as the Administrative Manager of the Wainwright Renaissance Fund and is
responsible for providing certain administrative management services to the fund for which
Wainwright is compensated by the Wainwright Renaissance Fund. Additional details about those
services are available upon request.
4.7.1.1. Wainwright Renaissance Fund 1, L.P.
The Wainwright Renaissance Fund invests substantially all of its assets into a single investment:
the Renaissance Institutional Equities Fund LLC Series BB (“RIEF”).
Wainwright is not affiliated with RIEF or any of RIEF’s affiliates. Neither Wainwright nor any of
its affiliates or related persons have any involvement in the day-to-day management of the portfolio
positions or trading within RIEF. Wainwright serves as the Administrative Manager of the
Wainwright Renaissance Fund. Wainwright receives a fee for the administrative management
services it provides to the Wainwright Renaissance Fund. These services include discretionary
management of the Wainwright Renaissance Fund’s operations, supervising the administrator,
analyzing and reporting the Wainwright Renaissance Fund’s performance to its limited partners,
and performing various administrative and back office services for the Wainwright Renaissance
Fund. Wainwright shall not be responsible for determining whether an investment in RIEF is
appropriate or continues to be appropriate for the Wainwright Renaissance Fund.
Wainwright does not recommend or solicit any state regulated pension fund clients to invest in the
Wainwright Renaissance Fund. Where appropriate and in limited circumstances, Wainwright may
recommend an institutional client consider an investment directly into RIEF.
For any clients of Wainwright (or its affiliates) that consider an investment of $5 million or more
into the Wainwright Renaissance Fund there is an actual or potential conflict of interest since that
client may be eligible to invest directly into RIEF (with its lower aggregate fees and shorter, more
favorable redemption terms) versus making an investment into the Wainwright Renaissance Fund.
Prior to making a $5 million or more investment in the Wainwright Renaissance Fund, Wainwright
reviews the advantages and disadvantages of the subscription terms of an investment in RIEF
versus the Wainwright Renaissance Fund and provide that evaluation in writing to the prospective
investor.
4.7.2. Wainwright Global Capital, LP
Wainwright Global Capital, LP, a Cayman Islands partnership, is a wholly-owned subsidiary of
Wainwright that is intended to provide services to clients located outside of the United States.
WCAP is the general partner of Wainwright Global Capital, LP. This entity is not currently
engaged in any business or investment activities and has been dormant since its 2012 inception.
4.7.2.1. Wainwright Renaissance International Fund, Ltd.
Wainwright Renaissance International Fund, Ltd., an exempted company formed under the laws of
the Cayman Islands, was established to allow non-U.S. investors, as well as U.S. tax-exempt
investors, the opportunity to obtain exposure to Renaissance Institutional Equities Fund
International L.P. The Wainwright Renaissance International Fund, Ltd. is not currently engaged
in any business or investment activities and has been dormant since 2010.
4.8. Asset Allocation Strategies Consulting Services
Wainwright has in the past provided, and may provide again in the future, Asset Allocation Strategy
Consulting Services to the corporate sponsor of a defined contribution plan in an advisory capacity.
4.9. Ad-Hoc Management Consulting Services
Wainwright also provides Ad-Hoc Management Consulting Services in the form of customized
projects, educational workshops and/or materials based on its industry knowledge and/or
familiarity with best practices. Such services are typically limited in nature and based on the
communicated needs of the client.
4.10. Assets Under Management and Assets Under Advisement
As of December 31, 2023, Wainwright had regulatory assets under management of:
• Advisory Consulting (non-discretionary): $4,841,203,000
• Discretionary Management Services: $105,354,000