A. Business Description: Westwind Capital (“WWC”) is a registered investment advisor. Originally
incorporated in 1992 as Lord, Spence & Associates, the business was formerly a partnership
between Roger Lord and James Spence. In 2000, James Spence and Kristi Spence became sole
owners and changed the business’ name to Spence Asset Management. Eric Walton and Sheila
Walton, both long-time employees, became co-owners and managing partners in 2005. In 2015,
Eric Walton became majority owner of the firm and in 2018, Scott Kozney and Patrick Grooms
became minority owners. In 2024, the business’ name became Westwind Capital. Eric Walton is
still the majority owner, with James Spence, Scott Kozney and Patrick Grooms as minority
owners. The firm’s website
is www.ww-capital.com.
B. Advisory Services Offered: WWC offers asset management services to individuals and
institutions through WWC’s FOCUS Program. The Focus Program offers four primary disciplines
described in detail in Item 8, Page 7. WWC implements a disciplined approach with a long-term
orientation based on the clients’ unique circumstances. WWC believes in paying fair prices for
extraordinary investments and staying focused on investment principles regardless of short-
term market fluctuations.
WWC also offers financial planning services to clients. These services are intended to assist
clients seeking (i) generalized investment “education” and assistance in guiding investment
decisions, (ii) specific investment “advice” and recommendations regarding investments and (iii)
preparation of a financial plan designed to assist clients in identifying specific long-term financial
objectives and needs. The services are not exclusive and may involve the provision of asset
management in conjunction with preparation of a financial plan depending upon the
arrangement discussed between the client and the advisor. WWC may also provide these
services to retirement plans and plan participants.
WWC’s financial planning services present a possible conflict of interest in that Patrick Grooms,
CFP® and Scott Lieberwirth, CFP® are compensated based on assets managed in the firm’s
FOCUS programs and they may recommend the firm’s FOCUS programs if they feel they fit a
client’s investment objectives. Financial planning clients are not required to use WWC’s FOCUS
5
programs to pursue their investment objectives as there are other firms and organizations likely
capable of providing similar services which they are free to select.
On August 1st, 2022, WWC entered into a management agreement with the Private Fund and
Spence Asset Management Holdings GP I, LLC, a Delaware limited liability company and the
general partner to the Private Fund (the “General Partner”), pursuant to which WWC provides
investment
advisory services to the Private Fund. The Private Fund was formed by Eric Walton,
Scott Kozney and Sheila Walton in 2022. Those individuals own 100% of the General Partner.
The investment objective of the Private Fund is to provide investors with attractive risk-adjusted
returns by employing a successful investment philosophy to make strategic equity, debt, and
real estate investments in the United States’ markets through direct and indirect investments in
private entities, real estate, and other income producing assets with strong cash flow
characteristics. The Private Fund intends to make investments in select opportunities to
primarily create long-term capital appreciation and secondarily to produce current income in a
tax-advantaged structure for the investors in the Private Fund.
Pursuant to the management agreement, WWC shares responsibility to manage and control the
business affairs of the Private Fund with the General Partner, as directed by the General Partner.
WWC has authority to recommend investment decisions to the General Partner on behalf of the
Private Fund. Only the General Partner will have authority with respect to the Private Fund’s
investment decisions. The Private Fund presents a possible conflict of interest in that the
General Partner is compensated through a 20% carried interest after full return of capital to the
limited partners of the Private Fund, plus an 8% hardhurdle preferred return, and the owners of
the General Partner (Eric Walton, Scott Kozney and Sheila Walton) may recommend that clients
of WWC invest in the Private Fund if they feel it fits a client’s investment objectives.
C. Client Tailored Services: Investment advisory services encompass developing active investment
strategies for clients, taking into consideration their financial capacity, investment experience,
investment objectives, and risk tolerance. Clients may impose reasonable restrictions on their
investments including but not limited to: specific securities, types of securities, tax
considerations, religious restrictions, and liquidity considerations.
Investments for the Private Fund are managed in accordance with the Private Fund’s strategy,
investment objectives, restrictions and guidelines and are not tailored to the individualized
needs of any particular investor in the Private Fund. Information about the Private Fund can be
found in its offering documents, including its private placement memorandum and its limited
partnership agreement, which are made available to qualified investors in accordance with
applicable securities laws.
D. Wrap Fee Programs: We do not participate in WRAP fee programs or manage WRAP fee
accounts.
E. Assets Under Management:
As of December 31, 2023:
Total Discretionary Assets Managed $ 615,366,086
6
Total Non-Discretionary Assets Managed $ 5,717,388
Total Assets Under Management $ 621,083,474