Structural Capital Management Company II, LP (the “Adviser”), a Delaware limited partnership,
was formed in April 2016 and filed to become a registered investment adviser with the United
States Securities and Exchange Commission (the “SEC”) on June 26, 2020. Kai Tse and Lawrence
Gross are the principal owners of the Adviser. Structural Capital GP, LLC, a Delaware limited
liability company, serves as the general partner of the Adviser and is owned and controlled by Kai
Tse and Lawrence Gross.
The Adviser, together with the General Partners (defined below), the Relying Adviser (defined
below) and any future advisory affiliates (collectively, “Structural Capital”), provide advisory
services on a discretionary basis to privately offered pooled investment vehicles (each, a “Fund”
and collectively, the “Funds”). Structural Capital also manages several series limited liability
company vehicles with separate portfolios that invest in a single portfolio company (each an
“SPV” and collectively, “SPVs”). Structural Capital may also provide co- and/or sub-advisory
services, on a discretionary or non-discretionary basis, for separately managed or pooled
investment vehicle Client accounts (“Other Advisory Accounts”). The Funds, SPVs and Sub-
Advisory Accounts are collectively referred herein as “Advisory Clients” and each, an “Advisory
Client”. To facilitate investment by certain investors, Structural Capital may create one or more
feeder funds or parallel funds or alternative vehicles.
Structural Capital provides discretionary investment management services through affiliated
general partners of Advisory Clients (each, a “General Partner” and collectively, the “General
Partners”). The Adviser is affiliated with Structural Capital Management Company, LP and
Structural Capital Management Company IV, LLC, each of which serve as an adviser to one of
the Funds, namely, respectively: Structural Capital Investments I, LP (“Fund I”) and Structural
Capital Investments IV, LP (“Fund IV”). Structural Capital Management Company, LP and
Structural Capital Management Company IV, LP are referred to as “Relying Advisers”. Each
General Partner and the Relying Advisers operate as a single advisory business with the Adviser
and are deemed to be registered under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”), in accordance with SEC guidance, pursuant to the Adviser’s registration.
Structural Capital is an investment firm that primarily provides growth capital financing to
companies in technology and technology enabled markets. See Item 8: Methods of Analysis,
Investment Strategies and Risk of Loss for a description of Structural
Capital’s investment strategy.
Structural Capital’s investment management and advisory services to its Advisory Clients are
provided pursuant to the terms of the applicable private placement memorandum or offering
document (each, an “Offering Document”), limited partnership or other operating agreement
(each, a “Partnership Agreement”, and together with any Offering Document, the “Governing
Documents”), which set forth investment strategies and limitations. Limited partners or limited
members of Advisory Clients (each, a “Limited Partner” and collectively, the “Limited
Partners”) cannot obtain services tailored to their individual specific needs.
At its discretion, Structural Capital has in the past and may in the future enter into “side letters” or
similar agreements with certain Limited Partners pursuant to which Structural Capital grants to
such Limited Partner specific rights, benefits or privileges that are not made available to Limited
Partners generally. Structural Capital, generally, is not required to notify any or all of the other
Limited Partners of any such side letters or any of the rights or terms or provisions of such side
letter nor will Structural Capital be required to offer such additional or different rights or terms to
any or all of the other Limited Partner absent an agreement to do so.
Structural Capital may provide co-investment opportunities to some (but not necessarily all)
Limited Partners, the General Partner, Structural Capital and their respective affiliates and
employees and others. Such co-investments may be made under such circumstances and in such
amounts as Structural Capital in its sole and absolute discretion determines. The terms of such co-
investments may be different from the terms of the investment under the Governing Documents.
Limited Partners will not have any right to determine or influence the terms of such co-
investments. For the avoidance of doubt, Structural Capital will be under no obligation to provide
co-investment opportunities to any particular person, including Limited Partners. Additional
information regarding co-investment opportunities are provided in Item 5: Fees and Compensation
and Item 8: Methods of Analysis, Investment Strategies and Risk of Loss.
Structural Capital does not participate in wrap fee programs.
As of December 31, 2023, Structural Capital managed regulatory assets of approximately
$790,800,000 comprised of $732,300,000 on a discretionary basis and $58,500,000 on a non-
discretionary basis.
Persons reviewing this Brochure should not construe it as an offering of interests in any of the
Advisory Clients described herein.