Structural Capital Management Co II, LP

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 SubAdvisory 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 IV, LLC, which serves as an adviser to Structural Capital Investments IV, LP (“Fund IV”). Structural Capital Management Company IV, LP is referred to as a “Relying Adviser”. Each General Partner and the Relying Adviser 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. Such rights may include one or more of the following: (i) rights to pay reduced management fees and/or performance-based compensation; (ii) rights to make future investments

in investment opportunities sponsored by Structural Capital; (iii) rights to be specifically notified of certain actions or occurrences relating to Structural Capital and/or its personnel and/or (iv) rights to receive customized information and reporting in addition to or more expeditiously than information and reporting received by Limited Partners generally. Structural Capital will consider many factors in deciding whether to grant one or more Limited Partners in a Fund customized terms via a confidential side letter or similar agreement or other arrangement, and Limited Partners receiving preferential terms may include: (i) Limited Partners that have made or have proposed to make relatively large commitments to the Fund, (ii) Limited Partners that provide leverage to the Fund (iii) Limited Partners that are subject to specific legal, tax or regulatory status or other requirements or policies applicable to them, (iv) Limited Partners that Structural Capital views as strategic or with the potential to add value to the Funds and/or the Structural Capital platform and (v) Limited Partners meeting other criteria Structural Capital considers reasonable in its sole discretion. 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. The existence of such side letters with only certain Limited Partners in a Fund may have a material adverse effect on the Limited Partners in the same Fund who do not receive preferential terms pursuant to a similar agreement. Structural Capital may provide co-investment opportunities to some (but not necessarily all) Limited Partners, the General Partner, Structural Capital and/or their respective affiliates and employees and others in its sole discretion. 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 a Fund’s investment in such portfolio investment under the Fund’s Governing Documents. Limited Partners will not have any right to determine or influence the terms of such co- investments, nor the parties to which such co-investments are offered. For the avoidance of doubt, Structural Capital is under no obligation to provide co-investment opportunities to any particular person, including Limited Partners. Additional information regarding co-investment opportunities is 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, 2025, Structural Capital managed regulatory assets of approximately $495,800,000 comprised of $460,200,000 on a discretionary basis and $35,600,000 on a nondiscretionary basis. Persons reviewing this Brochure should not construe it as an offering of interests in any of the Advisory Clients described herein.

Management Fees and Carried Interest Fees generally are paid as set forth in each Advisory Client’s Governing Documents. The information contained in this Item 5 is a summary only and is qualified in its entirety by the relevant Governing Documents. It is important that investors refer to the relevant Governing Documents for a complete understanding of expenses and fees they may pay through an investment in the Advisory Clients. Structural Capital is generally compensated for its advisory services through asset-based management fees (“Management Fees”). With respect to Funds III and IV, the Management Fee is between 1.75% and 2.00% per annum of the commitments during the investment period (as defined in the relevant Governing Documents). Thereafter, the Management Fee is calculated based on the balance of the principal amount of total cost basis of portfolio investments outstanding, less proceeds from dispositions representing a return of capital with respect to portfolio investments and the cumulative amounts of any write-downs or write-offs. During Fund IV’s Investment Period, Structural Capital will receive a Management Fee of 0.5% per annum of aggregate commitments plus an additional 1.25% per annum of the balance of the principal amount of total portfolio investments outstanding, less the cumulative amounts of any write-downs or write-offs. After the Fund’s Investment Period, the Management Fee will be 1.75% per annum of the Fund’s outstanding portfolio loans and equity investments. In addition, the Funds’ respective General Partners are entitled to receive performance-based profit distributions (referred to as “Carried Interest”). Subject to the terms and limitations set forth in the applicable Governing Documents of each Fund, including claw back obligations, each General Partner generally is entitled to receive Carried Interest distributions equal to 20% of net profits derived from the disposition of portfolio investments in excess of an 8% compounded preferred rate of return. In lieu of Management Fees or Carried Interest, Structural Capital typically is issued warrants in consideration of advisory services performed on behalf of SPV Client accounts. For co- or subadvisory services rendered to Other Advisory Accounts, Structural Capital will ordinarily be entitled to a Management Fee and Carried Interest as provided in pertinent Client account agreements or formation documents. Management Fees and Carried Interest distributions generally are not negotiable; however, Structural Capital is able to reduce, otherwise modify or waive the Management Fees or Carried Interest distributions with respect to any Limited Partner. Management Fees for certain Funds are reduced for those Limited Partners who make a commitment above a threshold, as described in the applicable Fund’s Governing Documents. Structural Capital exempts the General Partner and certain affiliates of Structural Capital who invest in the Funds from payment of Management Fees and/or Carried Interest, including its personnel or other investors meeting certain qualification requirements. Subject to applicable law and each Fund’s Governing Documents, the general partner of a Fund has and will enter into side letter agreements with certain investors. Side letters have the effect of

altering or supplementing the terms of the investors’ investments in the Funds, including waivers or reductions of the management fee and the performance allocation, access to portfolio information, rights to make withdrawals, and circumstances under which withdrawals are required. See Item 4: Advisory Business for additional details on Structural Capital’s use of side letters. The Management Fee is typically paid quarterly in advance. Management fees are typically funded with capital contributions drawn for such purpose but may also be funded with or withheld from proceeds from portfolio investments or reserves or other assets of a Fund. Management Fees due from a Fund are also permitted to be paid by drawdowns under such Fund’s subscription loan facility (if available) which draws are subsequently repaid out of capital contributions, proceeds or reserves. Carried interest distributions generally will be distributed to Structural Capital from time to time upon the disposition or receipt of proceeds in respect of portfolio investments by a Fund and are distributed to Structural Capital in accordance with the terms of the applicable Fund Governing Documents. Operating Expenses Structural Capital is responsible for paying its ordinary overhead expenses, such as facilities expenses and compensation of its employees. Each active Fund generally bears the costs and expenses relating to its activities and operations, as provided in the respective Fund’s Governing Documents. As set forth more fully in the applicable Partnership Agreement, generally these expenses include, without limitation, all fees, costs, liabilities and expenses attributed to: (a) activities with respect to negotiating, structuring, sourcing, organizing, acquiring, financing, bidding-on, refinancing, hedging, managing, monitoring, operating, valuing, trading, dissolving, winding-up, liquidating, restructuring, holding and disposing of portfolio investments (such as, for example, expenses incurred on investmentrelated trips, including airfare, hotels, meals and transportation), or in seeking to do any of the foregoing, whether or not any contemplated transaction or project is consummated and whether or not such activities are successful; (b) broken deal expenses; (c) legal, filing, brokerage, accounting, auditing, consulting, escrow, custodial, administration, information, appraisal, advisory, valuation, research, tax and other professional services; (d) to the extent provided in the Fund’s Partnership Agreement, or otherwise approved by Structural Capital in its sole discretion, activities or proceedings of the Fund’s advisory committee (“Advisory Committee”) (including any reasonable out-of-pocket costs and expenses incurred by representatives of Structural Capital, Advisory Committee members, permitted observers and other persons in attending or otherwise participating in meetings of the Advisory Committee); (e) litigation (including actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including any judgment, other award or settlement entered into in connection therewith) and indemnification, unless prohibited by the Fund’s Partnership Agreement; (f) insurance premiums, including directors and officers liability, errors and omissions liability and other insurance and regulatory expenses with regard to the activities of the Fund; (g) Management Fees; (h) the preparation, distribution or filing of Fund-related or investment-related financial statements or other reports, tax returns, tax estimates, Schedules K-1, administrative, compliance or regulatory filings or reports as permitted by the Fund’s Partnership Agreement; (i) developing, licensing, implementing, maintaining or upgrading any web portal, extranet tolls, computer software or other administrative or reporting tools (including subscription-based services) for the benefit of the Fund

and the Limited Partners; (j) any annual Limited Partner or other periodic, if any, meetings of the Limited Partners meeting and any other conference or meeting with any Limited Partner(s), in each case, to the extent incurred by the General Partner or any affiliate of the General Partner; (k) any taxes, fees or other governmental charges levied against the Fund and all expenses incurred in connection with any tax audit, investigation settlement or review of the Fund (except to the extent that the Fund is reimbursed therefor by a Limited Partner or such tax, fee or charge is treated as having been distributed to the Limited Partners pursuant to the Fund’s Partnership Agreement); (l) the termination, liquidation, winding up or dissolution of the Fund; (m) indebtedness of, or guarantees made by, the Fund, the Adviser or the General Partner on behalf of the Fund, including interest with respect thereto, or of seeking to put in place any such indebtedness or guarantee; (n) broker, dealer, finder, underwriting (including, without limitation, both commissions and discounts), loan administration, private placement fees, sales commissions, investment banker, finder depository (including a depository appointed pursuant to the Alternative Investment Fund Managers Directive or any law, rule or regulation relating to the implementation thereof in any relevant jurisdiction) and similar services; (o) brokerage, sale, custodial, depository, trustee, record keeping, account and similar services; (p) reverse breakup, termination and other similar fees; (q) financing, commitment, origination and similar fees and expenses; (r) filing, title, transfer, registration and similar fees and expenses; (s) printing, communications and publicity; (t) any activities with respect to protecting the confidential or non-public nature of any information or data; (u) except as otherwise determined by Structural Capital in its sole discretion, any fee, cost, expense, liability or obligation relating to any alternative investment vehicle or its activities, business, portfolio companies or actual or potential investments (to the extent not borne or reimbursed by a portfolio company of such vehicle) that would be a Fund expense or organizational expense if it were incurred in connection with the Fund, and any expenses incurred in connection with the formation of any feeder vehicles to the extent not paid by the investors investing in such entities; (v) defaults by partners in the payment of any capital contributions; (w) any amendments, waivers, approvals or consents to the Fund’s Governing Documents and related entities, including the organization, preparation, distribution and implementation thereof; (x) complying with any law or regulation related to the activities of the Fund (excluding any regulatory expenses of Structural Capital) and legal fees and expenses and/or any litigation or governmental inquiry, investigation or proceeding involving the Fund, including the amount of any judgments, settlements or fines paid in connection therewith, except, however, to the extent such expenses or amounts have been determined to be excluded from indemnification; (y) complying with any side letter agreements related to the Fund, including conducting any “most favored nation” or similar process in respect of side letters issued to Limited Partners; (z) distributions to the partners and other expenses associated with the acquisition, holding and disposition of Fund investments, including extraordinary expenses; (aa) any reasonable travel, meals or entertainment relating to any of the foregoing, including in connection with consummated and unconsummated investment and disposition opportunities (for purposes hereof, “travel” shall include, without limitation, travel accommodations and transportation costs (including economyplus airfare)); (bb) any compliance or regulatory matters related to the Fund; (cc) any other fees, costs, expenses, liabilities or obligations approved by the Advisory Committee; and (dd) all other expenses that are not normal overhead expenses. Each SPV and Sub-Advisory Account is responsible for all its operating expenses as provided in their respective Governing Documents.

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General Structural Capital’s investment strategy focuses primarily on making senior secured loans to laterstage and growth stage companies in North America that need capital to continue to grow and scale their businesses as they seek to achieve profitability. Structural Capital generally provides senior secured investments to innovative sponsor-backed companies, primarily in the technology and technology-enabled sectors. Investment Process Structural Capital’s investment process focuses on late-stage venture lending through senior secured loans with equity upside to technology and technology enabled companies. Structural Capital’s approach is driven by the three P’s philosophy of Potential, Profitability and Protection. Structural Capital has developed its approach of focusing on and investing in companies that it believes have the Potential (i.e., strong debt return with significant upside) for outsized returns with a projected path to Profitability (i.e., investing in profitable growth, improving gross margins and path to EBITDA) while maintaining significant downside Protection (i.e., low loan-to-value with strong covenants, collateral, and multiple paths to repayment). Structural Capital has developed a multi-stage process that starts with the initial deal sourcing and screening, to preliminary due diligence and term sheet structuring, followed by final due diligence, investment committee approvals and documentation, and finally proactive post-closing portfolio monitoring. Structural Capital’s due diligence process is centered on determining the potential paths to payment, with a base case of payoff through cash flow or refinance once profitability is achieved. We recognize the importance of environmental, public health, safety, transparency and social issues and the role that they play in the success of our investments. Accordingly, we are committed to weighing Environmental, Social and Governance (“ESG”) factors in our initial investment due diligence and decision-making processes as well as throughout the life of our Advisory Clients’ investments. We believe this creates long-term value for both our investors and our communities. Risks of Investments All securities investments risk the loss of capital. No guarantee or representation is made that Advisory Clients will achieve their investment objectives or that an Advisory Client investor will receive a return of its capital. Making an investment in an Advisory Client is speculative and such an investment is not intended as a complete investment program. An investment in Advisory Clients is designed for sophisticated persons who are able to bear the economic risk of the loss of their investment in the Advisory Clients and who have a limited need for liquidity in their investment. In addition, there will be occasions when Structural Capital expects it will encounter potential conflicts of interest in connection with Advisory Clients.

In evaluating whether to make an investment in the Advisory Clients, potential investors should consider all information contained in the respective Advisory Client’s Offering Documents, including the considerations and risk factors set forth in the relevant Offering Documents. Reliance on Structural Capital. Structural Capital will have exclusive responsibility for an Advisory Client’s activities, and, other than as may be set forth herein, Limited Partners will not be able to make investment or any other decisions in the management of an Advisory Client. The success of an Advisory Client will depend in large part upon the skill and expertise of Structural Capital and the third-party professional advisers they choose to engage. Absence of Regulatory Oversight. While an Advisory Client may be considered similar to an investment company, it is not required, and does not intend, to register as such under the laws of any jurisdiction. For instance, the provisions of the Investment Company Act, which may provide certain regulatory safeguards to investors, are not applicable to any of the Advisory Clients. Business and Regulatory Risks of Private Investment Funds. Legal, tax and regulatory changes could occur during the term of an Advisory Client that may adversely affect the Advisory Client. The regulatory environment for private investment funds is evolving, and changes in the regulation of private investment funds may adversely affect the value of investments held by an Advisory Client and the ability of an Advisory Client to obtain the leverage it might otherwise obtain or to pursue its trading strategies. In addition, securities and futures markets are subject to comprehensive statutes, regulations and margin requirements. The SEC, other regulators and selfregulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies. The regulation of derivative transactions and funds that engage in such transactions is an evolving area of law and is subject to modification by government and judicial actions. The effect of any future regulatory change on an Advisory Client could be substantial and adverse. Long-Term Investments. Disposition of portfolio investments may not occur for a number of years after the initial investment. While it is the intention of Structural Capital to achieve an Advisory Client’s investment objectives, factors such as overall economic conditions, the competitive environment, the market for new securities offerings and the availability of potential acquirers of portfolio companies may affect the disposition of portfolio investments. Prior Investment Performance Not Indicative of Future Results. The performance of prior Funds and Advisory Clients and investments by the investment professionals of Structural Capital are not necessarily indicative of an Advisory Client’s future results. While Structural Capital intends to make investments that have potential returns commensurate with the risks undertaken, there can be no assurance that the targeted returns will be achieved. On any given investment, total loss of the investment is possible. Reliance on Key Principals. The success of an Advisory Client is substantially dependent on the efforts of key principals appointed pursuant to the applicable Fund Governing Documents. Should one or more of these individuals become incapacitated or in some way cease to participate in an Advisory Client, its performance could be adversely affected. No assurance exists that a suitable replacement could be found if one or more of these individuals becomes unavailable for any reason.

Restrictions on Transfers and Withdrawals. An Advisory Client’s interests have not been and will not be registered under the Securities Act or applicable state securities laws and may not be resold unless an exemption from such registration is available. An Advisor Client is not under any obligation to cause such an exemption (whether pursuant to Rule 144 under the Securities Act or otherwise) to be available. Accordingly, there is no secondary market for the interests in an Advisory Client and such market is not expected to develop. Transfer of interests in an Advisory Client is also subject to numerous restrictions set forth in Advisory Client Partnership Agreement. Limited Partners will not have any right to transfer their interests in an Advisory Client without the consent of the applicable General Partner and except as set forth in the Advisory Client’s Partnership Agreement, and may not withdraw from the Advisory Client or require the Advisory Client to redeem or repurchase their interests. Illiquidity of Interests. No market exists for the interests in an Advisory Client and none is expected to develop. Investment in an Advisory Client requires a long-term commitment, with no certainty of return. The Limited Partners typically will not be able to liquidate their interests in an Advisory Client prior to the end of the Advisory Client’s term. An investment in an Advisory Client is suitable only for certain sophisticated investors who have no need for liquidity in their investment in the Advisory Client. Uncertain Exit Strategies. Due to the illiquid nature of many of the positions which Advisory Clients are expected to acquire, as well as the uncertainties of the reorganization and active management process, Structural Capital is unable to predict with confidence what the exit strategy will ultimately be for any given core position, or that one will definitely be available. Exit strategies which appear to be viable when an investment is initiated may be precluded by the time the investment is ready to be realized due to economic, legal, political or other factors. Risk of Limited Number of Investments. Each Advisory Client will participate in a limited number of investments and, as a consequence, the aggregate return of the Advisory Client may be substantially adversely affected by the unfavorable performance of even a single investment. Artificial Intelligence and Machine Learning Risks. The emergence of recent technology developments in artificial intelligence and machine learning technology, including applications such as ChatGPT, Google Gemini, Copilot, Claude or others (collectively, “Machine Learning Technology”) could pose risks to Structural Capital, the Advisory Clients and their investments. While Structural Capital intends to mitigate the improper use of Machine Learning Technology, Structural Capital will not be in a position to control the manner in which third-party products are developed or maintained or the manner in which third-party services are provided or utilized by its personnel. In addition, Machine Learning Technology has the potential to disrupt the business model of one or more of the Advisory Clients’ investments. (See, “Concentration of Investments in the Technology Markets” below. Use of Machine Learning Technology by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information) into Machine Learning Technology, resulting in such confidential information becoming part of a dataset that is accessible by other third-party Machine Learning Technology applications and users. This use could be in contravention of confidentiality agreements or Structural Capital’s policies. Machine Learning Technology is generally highly reliant on the collection and analysis

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Structural Capital provides discretionary investment advice solely to the Advisory Clients, which are privately offered pooled and special purpose investment vehicles, as noted in Item 4 above. All Fund Limited Partners are “accredited investors” within the meaning of Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and are generally either “qualified purchasers” within the meaning of Section 2(a)(51) under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or “qualified clients” within the meaning of Rule 205-3 under the Advisers Act. Each Advisory Client generally has a minimum investment amount for third-party investors as provided in such Advisory Client’s Partnership Agreement. Such minimum investment amount may be waived by the applicable General Partner in its sole discretion.

As described under Item 5 above, the each of the Fund’s respective General Partners will receive Carried Interest on certain realized profits from Advisory Clients. The existence of performancebased compensation creates an incentive for Structural Capital to make more speculative investments on behalf of an Advisory Client than it would otherwise make in the absence of such arrangement, although Structural Capital generally considers performance-based compensation to better align its interests with those of its Limited Partners. Additionally, to the extent that Structural Capital personnel are assigned varying participation percentages of the carried interest from the Advisory Clients, such personnel are subject to similar conflicts of interest in identifying investment opportunities as appropriate for Advisory Clients from which they are entitled to receive a higher carried interest percentage. Structural Capital seeks to address the conflicts of interest in these matters with allocation practices that provide that transactions and investment opportunities will be allocated to Advisory Clients in accordance with each Advisory Client’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance-based compensation received by Structural Capital or any personnel.

Structural Capital and its management persons are not registered, or have an application pending to register, as a broker-dealer or a registered representative of a broker-dealer. Structural Capital and its management persons are not registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. As noted in Item 4, Structural Capital Management Company, LP and Structural Capital Management Company IV, LLC serve as Relying Advisers. The Relying Advisers are registering with the SEC in reliance on the registration filing of the Adviser. The Adviser and the Relying Advisers are under common control and share a common compliance program, including a code of ethics and other compliance policies and procedures. As noted in Item 4, the Adviser is affiliated with the General Partners, which are subject to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. These affiliated entities operate as a single advisory business together with the Adviser and serve as managers or general partners of Advisory Clients and other pooled vehicles and generally share common owners, officers, partners, employees, consultants or persons occupying similar positions. Structural Capital does not recommend or select other investment advisers for Advisory Clients.

Structural Capital has adopted a Code of Ethics (the “Code”), which sets forth standards of conduct that are expected of Structural Capital principals and certain employees (“Supervised Persons”) and addresses conflicts that arise from personal trading. In recognition of Structural Capital’s fiduciary obligations to its Advisory Clients, Structural Capital has adopted personal trading restrictions and requirements to: (i) prevent improper personal trading by Supervised Persons; (ii) prevent improper use of material, non-public information about securities recommendations made by Structural Capital or securities holdings of Advisory Clients; (iii) identify conflicts of interest; and (iv) provide a means to resolve any actual or potential conflict in favor of the Advisory Client. The primary goal of this policy is to protect Structural Capital’s Advisory Clients from the conflicts that could result from a violation of the securities laws or from real or apparent conflicts of interests when Supervised Persons engage in personal securities transactions. While it is impossible to define all situations that might pose such a risk, the Code is designed to address those circumstances where such risks are likely to arise. The Code requires certain Structural Capital personnel to report their personal securities transactions, prohibits or requires preclearance for Structural Capital personnel from directly or indirectly acquiring beneficial ownership or disposing of securities in an initial public offering, and prohibits Structural Capital personnel from directly or indirectly acquiring beneficial ownership of securities with limited exceptions, without first obtaining approval from Structural Capital’s Chief Compliance Officer. In addition, the Code requires such personnel to comply with procedures designed to prevent the misuse of, or trading upon, material non-public information. From time to time, Structural Capital may come into possession of material, non-public information concerning an entity in which an Advisory Client has invested or proposes to invest, and the possession of such information may limit the ability of the Advisory Client to buy or sell securities of such entity or to distribute such securities to the Limited Partners. A copy of the Code will be provided to any investor or prospective investor upon request to Carl Rizzo, Structural Capital’s Chief Compliance Officer, at 704-875-2868. The General Partners and certain Structural Capital personnel maintain investments directly in the Advisory Clients. In addition, certain Structural Capital personnel have or may in the future invest directly in portfolio companies in which Advisory Clients are invested. The fact that General Partners and certain Structural Capital personnel have financial interests in Advisory Clients or Advisory Client portfolio companies could create a potential conflict in that it could cause Structural Capital to make different investment decisions than if such parties did not have such financial ownership interests. However, Structural Capital believes that these financial interests align Structural Capital’s incentives with those of the Limited Partners. Potential conflicts are addressed through pre-approval in accordance with the Code and disclosures in the Governing Documents. Certain conflicts that may be encountered in the course of Structural Capital’s activities for or on behalf of the Advisory Clients are described in Items 5, 6, 8 and 10 above and reference is made

thereto. In addition, the Advisory Clients’ Governing Documents address in detail certain other reasonably anticipated potential conflicts.

Given the portfolios of its Advisory Clients, Structural Capital ordinarily does not engage in trading transactions on behalf of Advisory Clients or utilize the services of broker-dealers for transaction related services. Should such transactions and the need for the services of a brokerdealer arise, Structural Capital will seek to obtain best execution for all such transactions. The selection and evaluation of the performance of approved broker-dealers will be overseen by a Best Execution Committee comprised of two Managing Partners and the Chief Financial Officer. To the extent they aggregate orders for purchase and sale, Structural Capital will aggregate such orders as it deems appropriate and in accordance with the applicable Governing Documents of the Advisory Clients and in the best interests of Advisory Clients. As a fiduciary, Structural Capital must allocate investment opportunities among Advisory Clients in the best interest of each Advisory Client. It is the general policy of Structural Capital to allocate investment opportunities among the applicable Advisory Clients in a fair and equitable manner and in accordance with the terms of its policies and the applicable Governing Documents for such Advisory Clients. Structural Capital may determine that it would be appropriate for more than one Advisory Client to participate in an investment opportunity (in instances where more than one Advisory Client still empowered to make investments at the same time), Structural Capital will seek to allocate the investment opportunity to all of the participating Advisory Clients on a fair and equitable basis. Structural Capital, in its sole discretion, may make allocations based upon other considerations including, but not limited to, minimum investment restrictions, liquidity, investment limits, industry or geographic concentrations or remaining term of the Advisory Clients.

Structural Capital is authorized to provide certain business or consulting services to companies in a Fund’s portfolio and will receive compensation from these companies in connection with such services. As described in the relevant Partnership Agreement, this compensation will, in many cases, offset a portion of the Management Fees paid by such Fund. However, in other cases (e.g., reimbursements for out-of-pocket expenses directly related to a portfolio company), these fees will be in addition to Management Fees. See Item 5. Fees and Compensation. From time to time, Structural Capital may enter into arrangements pursuant to which it compensates third parties for referrals that result in a potential investor becoming an investor in an Advisory Client. Currently, Structural Capital has entered into such an arrangement with Park Hill Group LLC. Structural Capital pays such placement agents fee generally based on the capital commitment of the investor introduced to the Advisory Client by the placement agent. Any placement agent fee is borne by Structural Capital either directly or indirectly through an offset against the Management Fee, although related expenses incurred pursuant to the relevant placement agent or similar agreement, including but not limited to placement agent travel, meal and entertainment expenses, typically are generally borne by the relevant Fund(s). Our agreement with Park Hill Group LLC and any future similar referral arrangements will, at all times, be maintained in compliance with Rule 206(4)-1 (the “Marketing Rule”) under the Advisers Act.

Structural Capital and its management persons have not been subject to any material legal or disciplinary events required to be disclosed in this brochure.

Portfolio investments in the Advisory Clients are continuously reviewed by a team of investment professionals, consisting of Structural Capital’s principals and other investment professionals. Structural Capital actively monitors the portfolio companies of the Advisory Clients and generally maintains an ongoing oversight position in such portfolio companies. Each Limited Partner will typically receive, among other things, a copy of audited financial statements of its respective Advisory Client within 120 days after the fiscal year end of such Advisory Client. In addition, Limited Partners in each Advisory Client will typically receive written reports containing unaudited summary financial information regarding such Advisory Client on a quarterly basis.

Structural Capital maintains custody of assets held in the name of its Advisory Clients with Delaware Trust Company, Wilmington, Delaware, a qualified custodian. Further, Structural Capital intends, with respect to Advisory Clients, to comply with the private fund audit delivery provisions of Rule 206(4)-2(b)(4) under the Advisers Act (the “custody rule”). Structural Capital expects to distribute audited financial statements to the Limited Partners in each Advisory Client on an annual basis within 120 days of the end of the Advisory Client’s fiscal year or earlier to the extent set forth in the relevant Advisory Client’s Governing Documents. By virtue of its serving as Payment and Collateral Agent for certain Funds, other Advisory Clients, third-party co-lenders and/or vendors, Ocean II PLO, LLC, an affiliate of Structural Capital, is also deemed to have commingled custody of the cash and bank account deposits of such Funds, other Advisory clients, co-lenders and/or vendors. Structural Capital relies upon a no-action letter which the staff of the SEC’s Division of Investment Management issued to Madison Capital Funding LLC in December 2018 which allows for such arrangements to exist, notwithstanding the entity serving as placement and/or collateral agent not being a “qualified custodian” as otherwise required by the custody rule, provided the SEC registered investment adviser for the private fund(s) or other advised accounts involved complies with various requirements as stated in the cited letter. To rely upon the letter, Structural Capital follows a set of dedicated cash control and associated procedures. These procedures, and Structural Capital management’s assertions in these respects, are subject to annual review by an independent public internal control auditor. To date, no exceptions have been noted in these regards.

Structural Capital has discretionary authority to manage securities accounts on behalf of its Advisory Clients. As explained in Item 4 above, each Fund’s investment strategy is set forth in detail in such Advisory Client’s Governing Documents. Investors in an Advisory Client do not have the ability to impose limitations on this discretionary authority. Investors must execute a subscription agreement in which they make various representations, including representations regarding their suitability to invest in the applicable Advisory Client.

Structural Capital does not generally directly hold publicly traded securities that solicit proxy votes (“Proxies”), and therefore does not typically receive Proxies relating to securities owned by Advisory Clients. Nevertheless, Structural Capital will vote any such Proxies in the best interests of Advisory Clients and in accordance with its proxy voting policies and procedures (“Proxy Policy”). Under certain circumstances, Structural Capital may abstain from voting specific Proxies if it believes that doing so is in the best interests of the applicable Advisory Client. In the event of a material conflict of interest, Structural Capital will follow the written policies and procedures detailed in the Proxy Policy. Structural Capital may retain an independent third party to vote Proxies in certain situations (including situations where a material conflict of interest is identified). Investors generally do not have the ability to direct Proxies. Investors may obtain additional information regarding how Structural Capital voted proxies and may obtain a copy of Structural Capital’s Proxy Policy by contacting Structural Capital’s Chief Compliance Officer, Carl Rizzo, at 704-875-2868.

Structural Capital does not require or solicit pre-payment of more than $1,200 in fees per Advisory Client, six months or more in advance. Structural Capital is not currently under a financial condition that is reasonably likely to impair its ability to meet contractual commitments to its Advisory Clients. Structural Capital has not been the subject of a bankruptcy petition at any time during the past ten years.