A. Firm Information
Worthington Capital Management, LLC (“Worthington” or the “Advisor”) is a registered investment advisor with the
U.S. Securities and Exchange Commission (“SEC”). The Advisor is organized as a Limited Liability Company (LLC)
under the laws of the State of Tennessee. Worthington was founded in 2020 and is owned by Steven W. Sansom
(Principal). This Disclosure Brochure provides information regarding the qualifications, business practices, and the
advisory services provided by Worthington.
The Advisor serves as a fiduciary to Clients, as defined under the applicable laws and regulations. As a fiduciary, the
Advisor upholds a duty of loyalty, fairness and good faith towards each Client and seeks to mitigate potential conflicts
of interest. Worthington'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.
If you have any questions about the content of this Disclosure Brochure, please contact our Chief Compliance Officer
(“CCO”), Craig Sneed at 901-701-8370.
B. Advisory Services Offered
Worthington provides discretionary investment advisory services to pooled investment vehicles, including the
Worthington Convergence Fund LP, a Delaware limited partnership (the “Feeder Fund”). The Feeder Fund invests in
Worthington Convergence Master Fund Limited, a Cayman Islands exempted company (the “Master Fund”) The
Feeder Fund and the Master Fund may be individually referred to herein as the “Fund” or collectively as the “Funds”.
These services are detailed in the offering documents for each Fund, which include as applicable, operating
agreements, private placement memorandum and/or term sheets, subscription agreements, separate disclosure
documents, and all amendments thereto (“Offering Documents”).
The Advisor manages each Fund based
on the investment objectives, policies and guidelines as set forth in the
respective Offering Documents and not in accordance with the individual needs or objectives of any particular investor
therein (each an “Investor”). Each prospective investor interested in investing in a Fund is required to complete a
subscription agreement in which the prospective investor attests as to whether or not such prospective investor meets
the qualifications to invest in the Fund and further acknowledges and accepts the various risk factors associated with
such an investment.
C. Client Account Management
Prior to engaging Worthington to provide investment advisory services, each Client is required to enter into an
agreement with the Advisor that define the terms, conditions, authority and responsibilities of the Advisor and the
Client. These services may include:
• Establishing an Investment Strategy – Worthington, in connection with the Client, will develop a strategy that
seeks to achieve the Client’s goals and objectives.
• Asset Allocation – Worthington will develop a strategic asset allocation that is targeted to meet the investment
objectives, time horizon, financial situation and tolerance for risk for each Client.
• Portfolio Construction – Worthington will develop a portfolio for the Client that is intended to meet the stated
goals and objectives of the Client.
• Investment Management and Supervision – Worthington will provide investment management and ongoing
oversight of the Client’s investment portfolio.
D. Wrap Fee Programs
Worthington does not manage or place Client assets into a wrap fee program. Investment management services are
provided directly by Worthington.
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E. Assets Under Management
As of December 31, 2023, Worthington manages $30,655,809 in Client assets, all of which are managed on a
discretionary basis. Clients may request more current information at any time by contacting the Advisor.