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Adviser Profile

As of Date 03/15/2024
Adviser Type - Large advisory firm
- An investment adviser (or subadviser) to an investment company
Number of Employees 39
of those in investment advisory functions 20 11.11%
Registration SEC, Approved, 04/22/1992
AUM* 23,423,257,436 34.88%
of that, discretionary 23,423,257,436 34.88%
Private Fund GAV* 493,695,456 59.68%
Avg Account Size 19,230,917 41.53%
% High Net Worth 9.69% 67.31%
SMA’s Yes
Private Funds 3 1
Contact Info 612 xxxxxxx
Websites

Client Types

- Individuals (other than high net worth individuals)
- High net worth individuals
- Investment companies
- Pooled investment vehicles
- Pension and profit sharing plans
- Charitable organizations
- State or municipal government entities
- Corporations or other businesses not listed above

Advisory Activities

- Portfolio management for individuals and/or small businesses
- Portfolio management for investment companies
- Portfolio management for pooled investment vehicles
- Portfolio management for businesses

Compensation Arrangments

- A percentage of assets under your management
- Performance-based fees

Recent News

Reported AUM

Discretionary
Non-discretionary
32B 28B 23B 18B 14B 9B 5B
2015 2016 2017 2018 2019 2020 2021 2022 2023

Private Funds



Employees

Private Funds Structure

Fund Type Count GAV
Fund TypeVenture Capital Fund Count3 GAV$493,695,456

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Brochure Summary

Overview

Owners and Affiliates Winslow Capital Management, LLC (“Winslow”) has provided investment advisory services since July 1992. Winslow is a wholly owned subsidiary of Nuveen WCM Holdings, LLC, which is an indirect wholly owned subsidiary of Nuveen, LLC (“Nuveen”). Nuveen is a subsidiary and represents the investment management division of Teachers Insurance and Annuity Association of America (also known as “TIAA”). TIAA constitutes the ultimate principal owner of Winslow. Please refer to Item 10, Other Financial Industry Activities and Affiliations, for a discussion of certain matters relating to Winslow’s affiliates. Winslow’s Executive Committee has powers and duties to set forth and pursue the Firm’s vision and strategy while maintaining Winslow’s culture and ensuring that decision-making is in the best interest of Winslow’s clients. Winslow’s officers have authority over the management of the business, its staff, and full authority and discretion over the investment process and its implementation. The Management Committee oversees the day-to-day Firm management. The Management Committee also serves as the Risk Committee. The Management Committee is comprised of senior personnel from Firm functional areas. Investment Advisory Services Winslow invests in growth equities through its equity investments and alternative investments strategies. Equity Investments Winslow provides investment advisory services to institutional separate accounts under both direct advisory and sub-advisory mandates (“Institutional Separate Accounts”). In addition, Winslow provides investment advisory services to clients through managed account programs (wrap fee and dual contract) sponsored by broker-dealers and other financial intermediaries (“SMA Accounts”). Although most services are provided on a discretionary basis, Winslow also provides certain services on a non-discretionary and model portfolio basis. Winslow’s flagship strategy is the U.S. Large Cap Growth strategy. Leveraging its U.S. Large Cap Growth experience, Winslow also manages the U.S. Large Cap Growth ESG strategy and the Focused U.S. Large Cap Growth strategy. The U.S. Large Cap Growth, U.S. Large Cap Growth ESG, and Focused U.S. Large Cap Growth strategies are benchmarked to the Russell 1000® Growth index. Winslow manages the strategies subject to the specific investment guidelines or policies provided by clients. Winslow typically works with clients to identify specific restrictions or limitations that may not be consistent with its overall strategy. Where possible, Winslow accommodates client restrictions or limitations. Winslow has limited the distribution of its strategies in certain marketing channels. Any such limits are in Winslow’s discretion and Winslow retains the right to lift or otherwise modify the limits at any time. For new accounts, Winslow will evaluate securities initially contributed and will sell all or a portion of such securities to the extent that such securities would not be included in Winslow’s normal portfolio holdings for such account (unless such securities are designated unsupervised or subject to another arrangement). For illiquid or thinly traded securities, it is possible that Winslow will not receive favorable prices. The client will be responsible for any tax liabilities resulting from any sale transactions initially and during management of the account. In most instances, Winslow expects that the client will authorize and direct the custodian selected by the client to invest automatically all cash in a money market fund (unaffiliated with Winslow or its affiliated advisers) selected by the client or its financial advisor. The client will bear its proportionate share of fees and expenses as a shareholder in such money market fund in addition to Winslow’s investment advisory fees. Such investments are not subject to Winslow’s advisory services. From time to time, a client may instruct Winslow to suspend investment management services for its account for a period of time. Winslow charges standard fees for all or a portion of such time to reflect the administrative costs associated with implementing such instructions, unless affirmatively waived by Winslow. With Winslow’s consent, clients may include certain securities in accounts for which Winslow provides no investment advisory services (“unsupervised securities”). As a general matter, Winslow’s advisory services do not include monitoring, advising or acting for a client in legal proceedings, including, without limitation, class actions and bankruptcies, involving securities purchased or held in the client account. Clients should instruct their custodians to promptly forward to the client any communications relating to legal proceedings involving such assets. Alternative Investments Winslow’s alternative investments business (“Alternatives Management”) primarily provides investment management services to privately-placed pooled investment vehicles (the “Private Funds”). For a complete list of all Private Funds for which Winslow provides investment management services, see Section 7.B. of Schedule D to Winslow’s Form ADV Part 1. Winslow provides Alternatives Management services to Private Funds on a discretionary basis. Winslow typically engages third party service providers, such as custodians, administrators and/or auditors, on behalf of Private Funds. Winslow’s Alternatives Management tailors its advisory services as described in the investment strategy and process of the relevant Private Fund’s private placement memorandum, organizational documents and/or investment management agreement. In addition, Winslow enters into agreements, such as side letters, with certain investors in the Private Funds that provide for terms of investment that are more favorable than the terms provided to other investors in the Private Funds. Such terms include, but are not limited to, the waiver or reduction of management and/or incentive fees/allocations, the provision of additional information or reports, rights related to specific regulatory requests or requirements of certain clients, more favorable transfer rights, and more favorable liquidity rights. Certain clients (and/or underlying investors) also negotiate for investment exposure (or investment limitations) with respect to specific industries, sectors, geographic regions or investments. Persons reviewing this Form ADV Part 2A should not construe this as an offering of any of the Private Funds described herein, which will only be made pursuant to the delivery of a private placement memorandum, subscription agreement and/or similar documentation to prospective investors. Further, investors in Private Funds will not be deemed advisory clients of Winslow for any purpose, and delivery of this Brochure to any Private Fund investor is for informational purposes only. To the extent that a particular investment opportunity exceeds the desired aggregate allocation to Private Funds, in view of allocation considerations discussed in Item 6, Performance-based Fees and Side-by-Side Management, Winslow, in its sole discretion, may offer opportunities for co- investment. Co-investment opportunities may be offered to investors in Private Funds, or persons including partners, officers, and employees and related parties and associates of Winslow, its parent companies, or affiliates (collectively, “Co-Investors”). Winslow serves as investment manager to Co-Investors or co-investment vehicles structured to facilitate investments by Co-Investors alongside Private Funds (“Co-Investment Vehicles”). Winslow and/or general partners charge management fees and/or performance-based fees to Co- Investors or Co-Investment Vehicles. These Co-Investment Vehicles are established typically for tax or regulatory reasons and generally invest pro rata with a Private Fund. Participation in Wrap Fee Programs and Model Portfolio Programs – Equity Investments Winslow provides advisory services in equity investments to separate accounts and through programs (“programs”) sponsored by broker-dealers or other financial intermediaries (“sponsors”). Many programs offer comprehensive brokerage, custody, consulting and investment advisory services or some combination thereof for a fully bundled fee (“wrap fee programs” or “wrap”). In other programs, Winslow’s advisory services are provided pursuant to a contract between Winslow and the client and other sponsor services are provided on a partially bundled or unbundled basis. In a dual contract program, Winslow provides its advisory services pursuant to an advisory agreement directly with the client. A client may separately arrange with one or more third parties for custody, financial advisory, and certain trading services to be provided on a partially-bundled or unbundled basis. In a partially-bundled program, certain of such services (typically custody, financial advisory, and certain trading) are provided for a bundled fee arrangement. In an unbundled arrangement, such services are contracted, provided and paid for separately. The services provided by Winslow to wrap fee clients will differ from the services provided to clients who do not participate in wrap fee programs. The investment strategies Winslow uses in managing wrap fee accounts are similar to those offered to its other clients. For wrap and similar programs, Winslow is appointed to act as an investment adviser through a process administered or assisted by the program sponsor. Clients participating in a program, generally with assistance from the sponsor, may select Winslow to provide investment advisory services for their account (or a portion thereof) for a particular strategy. For discretionary programs, Winslow provides investment advisory services based upon the needs of the program client as reflected in information provided to Winslow by the sponsor, and will generally make itself available as reasonably requested by clients and/or sponsors. For wrap and certain other programs, Winslow will not be able to accommodate investment restrictions that are unduly burdensome or materially incompatible with Winslow’s investment approach. Clients are encouraged to consult their own financial advisors
and legal and tax professionals on an initial and continuous basis in connection with selecting and engaging the services of an investment manager in a particular strategy and participating in a wrap or other managed account program. In the course of providing services to program clients who have financial advisors, Winslow may rely on information or directions communicated by the financial advisor acting with apparent authority on behalf of its client. Under wrap and similar programs, clients are not charged separate commissions or other transaction costs on each trade so long as the program sponsor (or its broker-dealer affiliate) executes the trade. A portion of the wrap fee generally is considered as in lieu of commissions or other transaction costs. Where permitted by program terms, Winslow at times will execute a transaction through a broker-dealer other than the program sponsor where Winslow believes that such trade would result in the best price and execution under the circumstances. In such cases, transaction and other fees typically are included in the net price of the security, and will not be shown separately in trade confirmations or account statements. However, it is expected that in most or all situations trades will be executed with the program sponsor (or its broker-dealer affiliate) so as to avoid incurring brokerage costs or other transaction costs by using other broker-dealers, in addition to the wrap or bundled fee, or to avoid other costs associated with trading away. Please refer to a program sponsor’s Form ADV brochure or website for more information about trading away. Some program sponsors publish the percentage of trade-aways that Winslow place for program clients. Winslow will not aggregate trades for wrap and similar account programs generally with trades for other accounts where it has full trading discretion. Wrap and similar account programs may impose certain investment or transaction limitations or restrictions on Winslow such that such accounts will be managed similarly, but not necessarily identically, to Winslow’s non-wrap accounts. Winslow also participates in model-based managed account programs in which Winslow provides the program sponsor or an overlay manager non-discretionary investment advice through model portfolios. The model-based program sponsor or overlay manager is responsible for investment decisions and many other services and functions typically handled by Winslow in a traditional discretionary managed account program. In these programs, clients typically pay the program sponsor a program fee and the program sponsor in turn pays Winslow a portion of the program fee as its advisory fee. Unless Winslow has discretion, Winslow does not consider itself to have an advisory relationship with clients of the sponsor or overlay manager of a model-based program. To the extent that this Form ADV Part 2A is delivered to program clients with whom Winslow has no advisory relationship or under circumstances where it is not legally required to be delivered, it is provided for informational purposes only. Furthermore, because a model-based program sponsor or overlay manager generally exercises investment discretion and, in many cases, brokerage discretion, performance and other information relating to Winslow’s services for which it exercises investment and/or brokerage discretion is generally provided for informational purposes only and may not be representative of model-based program client results or experience. Winslow is not responsible for overseeing the provision of services by a model-based program sponsor and cannot assure the quality of its services. To the extent permitted by applicable law, Winslow has delegated some or all of its responsibilities to one or more affiliates, including Nuveen Services, LLC (“Nuveen Services”). Nuveen Services administrative services to Winslow may include receipt, review, and processing of new account documentation; implementation and execution of investment directions; certain account monitoring; and/or other administrative and operational services. The scope of Nuveen Services’ services varies depending on the distribution channel, program, and client size and type. More information concerning Winslow’s trading practices with respect to wrap fee and model portfolio programs is contained in Item 12, Brokerage Practices. Clients should review all materials relating to their program (including Form ADV Part 2A Appendix 1, or the applicable wrap fee program brochure, as applicable) regarding a program’s terms, conditions and fees, and consider the advantages and disadvantages and overall appropriateness of the program in light of the client’s particular circumstances. Depending upon the level of the wrap fee charged by a program sponsor, the amount of portfolio activity in a client’s account, the value of the custodial and other services that are provided under a program arrangement and other factors, a program client should consider whether the wrap fee would exceed the aggregate cost of such services if they were to be provided separately. Similarly, a non-wrap fee program client paying separate fees should consider whether the fees charged by different parties for custody, advisory services, portfolio management services and securities execution and other services would exceed the aggregate cost of such services if they were provided in a wrap fee arrangement. Some broker-dealers serving as custodians charge fees for settling transactions executed through other broker-dealers. Winslow, through Nuveen Services, will generally follow the directions of a client or its financial advisor regarding harvesting tax losses or gains, subject to certain scope, amount and timing limitations. Generally, the directions entail a repurchase of the sold security after the “wash sale” (30 day) period. The client and financial advisor are responsible for understanding the merits and consequences of the directions in light of the client’s particular tax situation. Winslow is not a tax advisor, and therefore clients should consult with their tax specialist to review their particular tax situation. Daily market risk fluctuations may affect the dollar amount of gain or loss. The monetary benefit created by tax loss selling, for example, may not exceed the risk of not being fully invested during that time. Executing tax sales (and repurchases) may adversely affect performance. Assets usually are invested in exchange traded funds (“ETFs”) or other pooled vehicles during the wash sale period and for other reasons. ETFs are investment companies and have certain embedded costs, including management fees, of which the client account will bear a proportionate share while it is invested in the ETF. Winslow may provide or make available at no charge various reports or materials to certain managed account program sponsors and other financial intermediaries who typically use Winslow’s services and products. These reports may analyze a prospective client’s current holdings or show the effect of performance of a Winslow composite over a particular time period in a manner directed by the sponsor or intermediary. Such reports are not intended to constitute investment advice, research or recommendations. Formalization and Scope of Advisory Services Winslow formalizes its advisory relationship with a client through certain protocols such as the execution of an investment advisory agreement with the client (e.g., for retail SMA dual contract and institutional separate accounts) or the acceptance of new account documentation with respect to such client (e.g., for a discretionary wrap fee program client). Winslow does not provide advice outside of the confines of a formal advisory arrangement. Communications made in the marketing and sales process (including RFPs/RFIs, portfolio reviews, general written materials on products, strategies, and services, educational materials, etc.) are not intended and should not be relied upon as advice or a recommendation. Prior to the formalization of an advisory relationship, prospective clients and existing clients (with respect to new or different services) should make any decisions regarding any specific course of action based on their own needs and circumstances and in consultation with their own independent advisors. For the avoidance of doubt, nothing shall prohibit or impede a client from voluntarily or otherwise communicating directly with or providing information to any governmental or regulatory authority about their accounts, any underlying facts or circumstances, or disputes or concerns. Winslow’s services are limited to the scope of a formalized arrangement with respect to specific services (e.g., discretionary investment management to a particular strategy). Winslow does not provide any fiduciary services outside of such formalized arrangement. Different products, services and strategies provided by Winslow (and those offered or made available through various intermediaries, financial advisors and program sponsors) have different features, terms and conditions, risks, and direct and indirect compensation and profitability, among other things. Therefore, Winslow (and an advisor) may have differing incentives and interests in marketing, offering, providing or making available different products, services or strategies. Prospects and clients, with the advice of their independent advisors, should carefully determine and select the products, services and strategies that best meet their needs. Client Assets Under Management The following chart identifies Winslow’s client assets under management (AUM) as of December 31, 2023: ($ in 000,000) Discretionary AUM $23,423.2 Non-Discretionary/Model-based Program AUM* $ 4,136.6 Total AUM $27,559.8 * Model-based managed account programs in which Winslow provides the program sponsor or an overlay manager non-discretionary investment advice through model portfolios. Please note that client assets under management reported above differs from the assets under management reported in Winslow’s Form ADV Part 1, which generally excludes assets associated with a non-discretionary model-based program.