Winthrop Capital Advisors, LLC (“Winthrop Capital Advisors”, the “Adviser”, “our” or “we”), a Delaware limited liability company, is an investment management firm organized in 2016 to provide investment management services to Winthrop-Witkoff Co-Investment Fund L.P. , Winthrop Strategic Real Estate Fund L.P. (the “WSRE Fund” or the “Primary Fund”, collectively as “clients” or “Funds”) and affiliated funds organized (and to be organized) to co-invest along with the Funds, in real estate-related assets. The Winthrop-Witkoff Co-Investment Fund L.P. has since been dissolved. Winthrop Capital Advisors also provides back office and administrative services to affiliated and unaffiliated companies involved in the real estate business and these services constitute our primary business activity. Winthrop Capital Advisors offers investment advisory services to private funds, including the Funds and affiliated funds organized to co-invest along with the Funds in a particular syndicated co-investment or Investment Vehicle opportunity generally sponsored by the general partner of the Fund or one of its affiliates. Our clients are typically organized as limited partnerships and, as noted below, the Fund General Partner or an affiliate thereof serves as the general partner of each Fund we advise. Winthrop Capital Advisors serves as investment manager or investment adviser to each Fund. We specialize in investments in real estate and real estate-related assets. We do not currently offer advice on investments that are not related (directly or indirectly) to real estate. Typically, our advisory services include identifying and acquiring, on behalf of clients, real estate-related investments and subsequently managing such assets through disposition. Winthrop Capital Advisors tailors its advisory services in accordance with each Fund’s investment strategy as disclosed in its offering documents [which typically include a private placement memorandum (the “PPM”), partnership agreement and subscription agreement, each of which may be amended and/or supplemented, from time to time]. These offering documents typically contain investment guidelines and/or investment restrictions imposed on the applicable Fund. Our investment professionals formulate investment strategies and render specialized investment advice to each of our clients. All capitalized terms not otherwise defined in this Brochure have the meanings ascribed to them in the appropriate Fund’s offering documents (i.e., limited partnership agreement, Primary Fund PPM, WSRE Fund PPM, etc.) WEM-WCP LLC (“WEM-WCP”), a Delaware limited liability company, directly owns 100% of the Adviser. WEM-WCP is principally owned by Mr. Michael L. Ashner, who is also the Adviser’s Chief Executive Officer. The advisory services offered by Winthrop Capital Advisors are tailored to the requirements of the client’s organization documents and the controlling documents and agreements for any Syndicated Co-Investment or Investment Vehicle, as later defined, opportunities. The Adviser’s investment management activities for their clients and each of the other Funds is subject to the ongoing oversight and review of the Funds General Partners and the general partner for each of the other Funds who will continue to be responsible for setting general policies with respect to each of the Funds. Primary Fund Background Winthrop Strategic Real Estate Fund GP LLC (the “Primary Fund GP”), an affiliate of Winthrop Capital Advisors, LLC (“Winthrop”), is establishing the Winthrop Strategic Real Estate Fund L.P., a Delaware limited partnership (the “Primary Fund”), to: (i) acquire or originate distressed real estate debt and quasi- debt instruments and interests including, mortgage loans, publicly traded CUSIP securities, mezzanine loans, B-Notes, single asset backed real estate securities (CMBS), preferred equity, as well as interests in each of the foregoing (e.g. participation interests); (ii) acquire platform investments in companies that invest in real estate debt or equity; and (iii) acquire opportunistically priced distressed real estate equity investments. The Primary Fund may also pursue activist strategies with respect to the foregoing. In all cases, the underlying real estate assets will comprise multi-family (both rental and condominium), retail, hospitality, office, gaming and fully entitled developments in the 25 largest Metropolitan Statistical Areas. All of the foregoing collectively referred to as “Targeted Investments.” The Primary Fund is seeking to raise up to $250 million in equity commitments, which includes a significant 10% commitment from the Primary Fund GP and affiliates thereof up to $15,000,000, as well as a commitment to fund not less than 2.5% of all Syndication Participation Amounts (as hereinafter defined). To date, an institutional investor (the “Initial Primary Fund LP”) has agreed to make a $40,000,000 commitment to the Primary Fund. Limited partners in the Primary Fund, including the Initial Primary Fund LP, (“Primary Fund LPs”) and their affiliates will have the right to elect to increase their allocations in certain Targeted Investments through optional co-investment elections on a deal-by-deal basis through an Investment Vehicle (as hereinafter defined). The Primary Fund is targeting a blended net internal rate of return on the portfolio-level consistent with the past performance of the Winthrop Team for similar Targeted Investments.1 The Primary Fund GP believes that the Primary Fund presents an attractive investment opportunity based on: (i) the current real estate market; (ii) the Primary Fund GP’s substantial experience in originating and acquiring real estate debt instruments as well as acquiring, owning, operating and managing all categories of commercial real estate assets; (iii) the unique and favorable structure of the Primary Fund; and (iv) the Primary Fund GP’s ability to source and manage these complex and illiquid real estate investments Primary Fund GP Winthrop is led by Michael L. Ashner who, along with the other members of the senior management team described in Section III, “Winthrop Team Background” (the “Winthrop Team”) of the PPM, have invested in over 150 different transactions deploying more than $2.4 billion of equity with respect

to more than $15 billion of real estate related assets. These investments have ranged from less than $5 million to 1 Return target is neither a guarantee nor a prediction nor projection of future performance. Returns to investors will be net of fund-level management fees and carried interest. more than $240 million in the form of acquisitions of more than 112,000 apartment units, 75.6 million square feet of office, retail and industrial assets, and 11,900 hotel rooms across the US. The Winthrop Team has originated and acquired approximately $1.3 billion of real estate debt instruments and structured preferred equity including mortgage loans, mezzanine loans, B-Notes, participation interests, single asset backed real estate securities (CMBS) and preferred equity. Through its experience, the Winthrop Team has developed a deep understanding of a variety of transaction structures, as well as a network of relationships that provides both investment sourcing capabilities and market knowledge. Strategy The Primary Fund GP will seek to pursue Targeted Investments that: (i) are priced as distressed investments; (ii) are then in default or which the Primary Fund GP reasonably believes will likely go into default prior to or at maturity; (iii) are in distress due to the nature of the underlying property or the borrower/owner; and/or (iv) the Primary Fund GP reasonably believes provides an opportunistic value investment on a risk adjusted basis. The Primary Fund GP believes that Targeted Investments provide significant opportunities for Primary Fund LPs for attractive risk-adjusted returns over time. The Primary Fund GP believes that the flexibility of this strategy supported by the Winthrop Team’s significant commercial real estate experience will allow the Primary Fund to take advantage of evolving real estate market conditions to maximize risk-adjusted returns to Primary Fund LPs. The Winthrop Team has more than 35 years of experience in pursuing remedies and rehabilitating/repositioning distressed real estate assets. This experience positions the Primary Fund to quickly transition from lender to owner with the requisite infrastructure already in place to manage, lease, develop, re-position and ultimately dispose of any foreclosed upon asset when necessary. WSRE Fund Structure The unique structure of the Primary Fund blends the benefits of both discretionary and elective investing for the investor. The Primary Fund will provide all or a portion of the equity for each Targeted Investment made by the Primary Fund directly, or indirectly through a subsidiary or an Investment Vehicle (as hereinafter defined) (“Primary Fund Investments” or “Investments”) allowing the Primary Fund GP to expeditiously close transactions. Where the Primary Fund’s portion of any single investment exceeds $10 million, the Primary Fund GP may, and where any single investment exceeds $15 million, the Primary Fund GP will, seek to syndicate a portion of the Primary Fund Investment to limit the Primary Fund’s investment in such single investment to not more than $15 million of the Primary Fund’s aggregate committed capital. In connection with any such syndication, the Primary Fund will establish a subsidiary (each, an “Investment Vehicle”) to hold the applicable Investment. With respect to each Investment Vehicle, the Primary Fund LPs, the Primary Fund GP and their respective affiliates will first be offered the right to invest in such Investment Vehicle and, if such parties do not elect to acquire the full amount of the Investment offered to the Investment Vehicle, then to third parties. Consequently, Primary Fund LPs will have some portfolio allocation control with regard to markets or transaction structures to the extent they elect to participate in one or more Investment Vehicles.2 2 Please refer to Section V, “Summary of Terms” of the PPM for a detailed description of the Investment Vehicle investment process. In addition to funded capital and capital provided by Investment Vehicles, the Primary Fund may obtain loans (“Primary Fund Borrowings”), which could be in the form of repurchase agreements, unfunded capital commitment credit facilities or asset specific borrowings, to leverage Primary Fund Investments. The Primary Fund will limit its Primary Fund Borrowings as follows: (i) an overall loan to value (excluding TALF securities) of 50%; (ii) a maximum of 65% loan to value on first mortgage loan assets; (iii) a maximum of 95% loan to value on TALF securities; (iv) unfunded capital commitment credit facilities not to exceed the greater of 10% of Primary Fund capital inclusive of the Primary Fund GP capital; and (v) a maximum loan to value of 50% on all other Primary Fund Investments. In furtherance of the Adviser’s designation and appointment as the investment manager for the WSRE Fund, and in all cases subject to any limitations set forth in the WSRE Fund PPM, the Adviser is expected to have the power on behalf of and in the name of the WSRE Fund to carry out any and all of the objectives and purposes of the WSRE Fund and to perform all acts which it may deem necessary or desirable, including: (i) the sourcing, acquiring, managing, operating and disposing of WSRE Fund Investments for the WSRE Fund; and (ii) in connection with WSRE Fund assets, the power to purchase customary hedging instruments with respect to secured real estate borrowings designed to protect the WSRE Fund against adverse movements in interest rates, but not to speculate on an uncovered basis with respect to the foregoing or to trade in the foregoing. Winthrop Capital Advisors is expected to have full discretionary authority over the assets of the WSRE Fund to operate within the parameters of the WSRE Fund PPM with respect to the WSRE Fund’s assets subject to the ongoing oversight and review of the WSRE Fund General Partner. Winthrop Capital Advisors will likewise have full discretionary authority over the assets of any Investment Vehicle, subject to the ongoing review and oversight of the general partner for any Investment Vehicle. For further information about the WSRE Fund, including its structure and investment strategies, refer to the WSRE Fund’s PPM. As of December 31, 2023, Winthrop Capital Advisors had approximately $199,394,000.00 of regulatory assets under management (“RAUM”).