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FORM ADV PART 2A: FIRM BROCHURE
ITEM 1. COVER PAGE
Structural Solutions LLC
101 Glen Lennox Dr,
Suite 300
Chapel Hill, NC 27517
Tel. (917) 836-0339
jhornstein@structuralinvest.com
March 2026
Important Disclosure:
This brochure (“Brochure”) provides information about the qualifications and business
practices of Structural Solutions LLC and its affiliates (“Structural” or the “Firm”). If you
have any questions about the contents of this brochure, please contact us at (917) 836-0339
or jhornstein@structuralinvest.com. The information in this Brochure has not been
approved or verified by the United States Securities and Exchange Commission (the “SEC”)
or by any state securities authority.
Additional information about the Firm is also available on the SEC’s website at
www.adviserinfo.sec.gov.
Please note that registration as an investment adviser with the SEC does not imply any level
of skill, training or ability with respect to the provision of investment advisory services. The
oral and written communications of an investment adviser provide you with information
through which you determine to hire or retain an investment adviser.
ITEM 2. MATERIAL CHANGES
Not applicable.
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ITEM 3. TABLE OF CONTENTS
Item 4. Advisory Business .......................................................................................................... 4
Item 5. Fees and Compensation ................................................................................................ 5
Item 6. Performance-Based Fees and Side-by-Side Management ......................................... 7
Item 7. Types of Clients .............................................................................................................. 8
Item 8. Methods of Analysis, Investment Strategies and Risk of Loss .................................. 9
Item 9. Disciplinary Information ............................................................................................ 13
Item 10. Other Financial Industry Activities and Affiliations ............................................... 14
Item 11. Code of Ethics, Participation or Interest in Client Transactions and
Personal Trading ......................................................................................................... 15
Item 12. Brokerage Practices ..................................................................................................... 17
Item 13. Review of Accounts ..................................................................................................... 18
Item 14. Client Referrals and Other Compensation ............................................................... 19
Item 15. Custody ........................................................................................................................ 20
Item 16. Investment Discretion ................................................................................................ 21
Item 17. Voting Client Securities .............................................................................................. 22
Item 18. Financial Information ................................................................................................. 23
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ITEM 4. ADVISORY BUSINESS
Structural Solutions LLC (“Structural”), a Delaware limited liability company, is an
investment adviser located in Chapel Hill, NC. The Firm was founded in December 2020 to
focus on the management of private funds; its affiliates and predecessor entities, date to
2005. Joel Hornstein is the Firm’s principal owner.
The Firm’s primary focus is the provision of investment advisory services to private fund
investment vehicles (each a “Fund” and collectively, the “Funds”). Each is a fund of funds,
focused on opportunities that Structural believes offer expected return substantially greater
than their risk would require. We elaborate on this in Item 8. With one exception, each of
these Funds is managed cognizant of the tax attributes of its Members. For certain funds
that invest exclusively on behalf of one family, we permit clients to define certain
parameters, including target exposure ranges by strategy and any investment types the
clients wish to exclude altogether.
Structural manages a small number of separate accounts. These are invested into Funds but
also hold individual securities directly. We manage these cognizant of the client’s
objectives, tax posture, and holdings external to the managed portfolio, among other
considerations.
Structural also provide general financial advice on an hourly basis to a small number of high
net worth individuals whose assets we do not manage, as well as to select non-profits. This
work (“Advisory Work”) represents a small fraction of the Firm’s activity and we do not seek
it out.
Structural does not participate in wrap fee programs.
As of December 31, 2025 Structural had approximately $132,985,710 in regulatory assets
under management on a discretionary basis .
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ITEM 5. FEES AND COMPENSATION
Each Fund pays a fixed fee per annum. This fee varies across Funds and accounts as a
function of size and other considerations. The fee is deducted at Fund inception and
annually thereafter; our management agreement does not provide for refunds or pro-ration
in the event of subsequent termination.
Structural Management LLC does not charge a fee for separately managed accounts, which
are invested into the Funds.
Structural charges an hourly rate of $750 for advice to high net worth clients. This fee was
adopted in order to discourage requests for advice without offending anyone through
outright refusal.
The Firm provides non-discretionary advisory services to certain non-profits of particular
significance to Mr. Hornstein. These each pay an annual fee of $1. Needless to say, this work
is not commercially motivated. Rather, the fee is intended to convey that that Structural has
a fiduciary duty to these non-profits and their boards and investment committees.
Funds, separately managed accounts, and advisory clients all incur costs beyond the fees
payable to Structural. These include management fees, carried interest (share in positive
investment return), and expense reimbursements due to funds in which Structural’s clients
invest. These also include reimbursement of Structural expenses specific to a client (e.g.,
notary fees and overnight mail), wire fees and other banking costs, brokerage fees and other
transaction costs (See Item 12). Structural supports audit by third-parties of a client’s
choosing; the cost of such audits is likewise borne by the client or client-specific Fund.
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Neither Structural nor any of the Firm’s supervised persons accepts compensation for the
sale of securities or other investment products.
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ITEM 6. PERFORMANCE-BASED FEES AND SIDE-BY-SIDE MANAGEMENT
Neither Structural nor any of its supervised persons charges performance-based fees.
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ITEM 7. TYPES OF CLIENTS
As described in Item 4 of this Brochure, Structural’s business focus is the management of
Funds, which are themselves the legal clients of the Firm. Investors in the Funds include
insurance company separate accounts, trusts, non-profits, and high net worth individuals.
Structural evaluates small investments in the Funds on a case by case basis but to date has
adopted no hard rule; currently, the smallest commitment to a Fund is $100,000.
Individuals and families (or third-parties, such as insurers, acting on their behalf) may,
where warranted, request that Structural manage a Fund tailored to specific parameters
and not available to others. Structural has no formal minimum for such tailored Funds, but
observes that the costs associated with such vehicles generally make tailored Funds only
suitable where at least several million will be invested.
The smallest non-Fund separate account Structural currently manages is just under $10
million. As discussed in Item 5, the Firm does not seek out such business from clients of
any size, let alone clients smaller than $10 million. However, the Firm has no hard rule and
it is possible that a client with fewer investable assets today would be deemed a suitable
client.
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ITEM 8. METHODS OF ANALYSIS, INVESTMENT STRATEGIES AND RISK OF LOSS
Structural’s Funds are funds of funds, investing into vehicles managed by third-party
managers. Such managers all seek to persuade potential investors that their unique
strategy or advantage will enable them to achieve returns that, net of their managers’
substantial fees, more than compensate investors for the associated risk.
Structural works to identify opportunities that, in aggregate, will in fact deliver such
returns. But the Firm’s work is guided by the substantial academic literature which finds
that, on average, the after-fee returns these managers provide are underwhelming.
Accordingly, a central focus of the Firm’s investment process is screening potential
investments for one or more characteristics that would explain why – in a world awash in
capital – a given opportunity would offer expected “excess return” beyond that required to
compensate investors for risk. A partial but illustrative list of circumstances that might
enable such excess return includes:
• Strategies too nascent for large institutions to embrace them, a concept
Structural colloquially describes as “not fitting in a box”. Structural’s
predecessor entities were quite early in litigation finance, for instance – an area
the Firm has since exited as the strategy became more established and lower
cost capital flooded in. Currently, Structural manages investments into mobile
computing platforms that harness what would otherwise be waste gas to
perform certain computing functions at very low cost. This is every bit as
obscure as the length of the preceding verbiage would suggest – and has
correspondingly been quite rewarding.
• Strategies whose short window of opportunity rewards agile capital able to
move quickly. Examples of these have included arbitrage of SPACs and
cryptocurrencies, both of which offered compelling hedged returns when those
markets were most frenzied and market participants were thus indifferent to
certain inefficiencies.
• Strategies whose return profile poses career risk to investment executives in
larger organizations. For example, Structural-managed assets are currently
funding the purchase of COVID-19 business interruption claims against
insurers. Typically these are going for a few cents per dollar of a claim’s face
value; this reflects the very real risk that all such claims are disallowed. In such
event, the strategy would prove a career-ending ”zero” in many organizations.
However, Structural believes the probability-weighted return to be quite
attractive, and also ascribes value to the low correlation of that return to
returns on other investment assets.
• Strategies whose small deal sizes and high effort per deal translate to
“compensation for effort” rather than compensation for risk. Funds investing
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such strategies are inherently quite small; because market conventions around
manager compensation do not meaningfully adjust for fund size, even very
high gross returns translate to only modestly attractive manager returns, This,
in turn, suppresses competition from new entrants that would drive down
returns. Legal-intensive six-figure or low seven-figure bridge loans to
companies pursuing sale is one such strategy.
Of course, the determination that a strategy might plausibly enjoy excess returns is the
beginning, not the end, of the Firm’s work. Other elements of the Firm’s process include
manager due diligence, expert interviews, documentation review, and (where possible)
negotiation of advantaged terms.
As the foregoing makes clear, the specific vehicles and strategies into which Structural
invests are evaluated on an ongoing basis that considers a myriad of macro- and
microeconomic considerations. Structural prides itself on its agility and does not
recommend any particular type of security
As the discussion above also illuminates, the strategies in which Structural invests are each
characterized by substantial idiosyncratic risks that could lead to partial or full loss of
principal. A full discussion of each of these strategies and their associated risks is beyond
the scope of this brochure.
Beyond these strategy-specific risks there are a number of risks common to all the
investments Structural makes. These include, but are not limited to:
Dependence on Managers. The success of certain investments will critically depend
upon the selection of outstanding managers. Although the Structural will seek to select
only managers who will invest with the highest level of integrity and ability, the Firm’s
investment selection process cannot ensure this will always prove the case. As a general
matter, Structural will have no control over the day- to-day operations of any of its
selected managers.
Substantial Fees, Expenses and Performance-Based Charges. As discussed
elsewhere in this Brochure, Structural invests in funds that often have substantial fees
and performance-based compensation. It ispossible that, in any accounting period, one
or more managers may receive performance-based compensation even as a Fund or
separate account as a whole suffers a loss.
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Timeliness and Accuracy of Information from Investee Vehicles. Structural
generally will receive periodic reports from investee vehicles at the same time as any
other investor in those vehicles. The Firm will request detailed information on a
continuing basis from each Operator regarding the Investee Vehicles’ historical
performance, and the Investee Vehicles’ current holdings and investment strategies.
However, the Firm may not always be provided with detailed information regarding all
the investments made by a vehicle because certain details of this information may be
considered proprietary information by the manager. Additionally, information received
from the manager may not always be accurate or timely. This lack of access to, or
untimeliness or inaccuracy of, information provided by managers may make it more
difficult for Structural to select, allocate among, and evaluate investments.
Valuation. Structural must generally rely on the valuations of investee vehicles
established by managers with little or no ability to verify those valuations. Many of the
investments held by the investee vehicles will not be traded on an exchange and will
have a limited market for resale. In valuing such instruments, the managers will have
broad discretion to establish fair value based upon representative bids received from
dealers, recent sales of similar securities, and pricing models. In addition, the
management fee, as well as the fees charged by the investee vehicles, may be based on
the valuations of securities assigned by the investee vehicles and their managers and
may therefore be subject to inaccuracies.
Co-Investments with Third Parties. Funds may co-invest with third parties through
jointly owned acquisition vehicles, joint ventures or other structures. In such situations,
each Fund’s ability to control its equity investments will depend upon the nature of the
joint investment arrangements with such partners and the Fund’s relative ownership
stake in such investments. A given Fund or separate acccount may be a minority investor
in these circumstances. In addition, such arrangements may restrict a Fund’s ability to
dispose of its investments for potentially significant periods of time. Such investments
may involve risks not present in investments where a third party is not involved. A co-
venturer or partner may at any time have economic or business interests or goals which
are inconsistent with those of a Fund or separate account; such third parties may be
able to take (or block) action to the detriment of Structural’s clients.
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Investment and Trading Risks in General. All investments Structural makes –
exclusive (arguably) of certain bank accounts and Treasury securities - risk the loss of
capital. Investee vehicles may utilize investment techniques which can, in certain
circumstances, maximize the adverse impact to which the Structural’s clients may be
subject. No guarantee or representation is made that any client’s program will be
successful, and investment results may vary substantially over time.
Cybersecurity. Structural, Structural’s clients, the managers Structural selects, and
their third-party service providers are all susceptible to operational and information
security risks. While third- party service providers have procedures in place with respect
to information security, their technologies may become the target of cyber-attacks or
information security breaches that could result in the unauthorized gathering,
monitoring, release, misuse, loss or destruction of confidential information, or
otherwise disrupt operations. Disruptions or failures in the physical infrastructure or
operating systems that third-party service providers, or cyber-attacks or security
breaches of the networks, systems, or devices that third-party service providers use
could disrupt and impact operations, potentially resulting in financial losses, the
inability to process transactions, inability to calculate valuations, violations of
applicable privacy and other laws, regulatory fines, penalties, reputational damage,
reimbursement or other compensation costs, and/or additional compliance costs.
Force Majeure. The investments Structural makes on behalf of its clients may be
affected by force majeure events (i.e., events beyond the Firm’s control, including acts
of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any
other serious public health concern, war, terrorism and labor strikes). Certain force
majeure events (such as war or an outbreak of an infectious disease that becomes a
global pandemic) could have a broader negative impact on the world economy and
international business activity generally. In particular, such events may materially and
adversely impact investment value and performance. In addition, the operations of the
investee vehicles and their respective managers may be significantly impacted, or even
temporarily or permanently halted, as a result of required office closures, government
quarantine measures, voluntary and precautionary restrictions on travel or meetings
and other factors related to the force majeure event. Any one or any combination of the
foregoing may therefore adversely affect performance.
Combination or “Layering” of Multiple Risk Factors May Significantly Increase
Risk of Loss. Although the various risks discussed in this Brochure and Fund-specific
Offering Documents are generally described separately, multiple risk factors may
interplay. Where more than one significant risk factor is present, the risk of loss to an
investor may be significantly increased.
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ITEM 9. DISCIPLINARY INFORMATION
There have been no legal or disciplinary events involving either Structural or any of its
management persons that are material to the Firm’s advisory business.
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ITEM 10. OTHER FINANCIAL INDUSTRY ACTIVITIES AND AFFILIATIONS
Neither Structural nor any of its management persons are registered, or have an application
pending to register, as a broker-dealer or a registered representative of a broker-dealer.
Neither Structural nor any of its management persons are 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.
Structural does not recommend or select investment advisers from whom the Firm receives
compensation directly or indirectly.
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ITEM 11. CODE OF ETHICS, PARTICIPATION OR INTEREST IN CLIENT TRANSACTIONS AND
PERSONAL TRADING
Structural has adopted a Code of Ethics (the “Code”), which describes the Firm’s fiduciary
duties and responsibilities to its Clients. The Code requires that the Firm’s employees act
in the best interests of the Clients to the exclusion of contrary interests, act in good faith
and in an ethical manner, avoid conflicts of interest with the Clients to the extent
reasonably possible, and identify and manage conflicts of interest to the extent that they
arise. Structural’s employees are also required to comply with applicable provisions of the
federal securities laws and make prompt reports to the Firm or other appropriate parties of
any actual or suspected violations of such laws by Structural or its employees. Initially,
upon hire, and on an annual basis thereafter, Structural requires that all employees certify
their receipt, review, understanding and compliance with the provisions of the Firm’s
Code.
request
sent
to
In addition, the Code sets forth formal policies and procedures with respect to the personal
securities trading activities of the Firm’s employees. The Code prohibits personal securities
transactions of issuers who have been placed on the Firm’s restricted list, and requires written
pre-approval for all initial-public offerings and private placements. The Code requires
employees to report all securities transactions and provide a summary of securities holdings
initially upon hire and on an annual basis thereafter. The Code also addresses outside
activities of employees, conflicts of interest, policies and procedures concerning the
prevention of insider trading, restrictions on the acceptance of significant gifts and the
reporting of certain gifts and business entertainment items, and the pre-clearance and
reporting of political contributions. Structural will provide a complete copy of the Code to
any client or prospective client upon
Joel Hornstein at
jhornstein@structuralinvest.com.
From time to time, consistent with a given client’s investment objectives and subject to
satisfaction of the policies and procedures set forth in the Code and in Structural’s
compliance manual (the “Compliance Manual”), the Firm may recommend that a Fund
acquire or sell securities in which a related person of the Firm has a pre-existing direct or
indirect interest. A potential conflict of interest could arise in that the interested related
person of the Firm could benefit from such a purchase or sale of the applicable security by a
client. However, the Firm has policies and procedures designed to identify and manage
conflicts of interest to the extent they arise in connection with such transactions.
From time to time, subject to satisfaction of theFirm’s policies and procedures, Structural
or a related person of the Firm may invest in the same securities that are bought or sold for
clients. A potential conflict of interest could arise in that the Firm or the
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interested related person of Structural could benefit from a client’s ownership of, or
subsequent sale of, the applicable security. However, Structural’s Code and the
Compliance Manual are designed to identify and manage conflicts of interest to the
extent they arise in connection with the personal securities transactions and other
investment activities of Structural’s related persons. In particular, the Code requires
that Structural’s related persons abide by policies and procedures, including a pre-
clearance procedure, in connection with certain investment activities, and such
activities are monitored under the Code to ensure compliance with such policies and
procedures.
From time to time, in appropriate circumstances and subject to satisfaction of the
policies and procedures set forth in the Code, the Compliance Manual and the Clients’
Offering Documents, Structural personnel may invest in the same securities or related
securities as the Clients; however, the Firm generally prohibits employees from
transacting in a security at or about the same time that a Client transacts in such
security, without prior approval. The Firm’s Code and Compliance Manual are designed
to identify and manage conflicts of interest to the extent they arise in connection with
such transactions.
Other Potential Conflicts of Interest
Time and Attention of Investment Professionals. The members, officers, and
employees of the Firm and its affiliates will devote only so much of their time to the
activities of each client as they deem necessary and appropriate. Structural and its
affiliates are not restricted from forming additional investment funds or from entering
into other investment advisory relationships. Such activities may consume substantial
time and resources of the Firm or its affiliates, reducing the time and resources available
to other clients.
Allocation of Investment Opportunities. Certain clients, including those not yet
clients of the Firm in existence at the date of this Brochure, may follow similar
investment strategies. Allocation of investment opportunities among the Clients will be
subject to Structural’s allocation procedures, which generally provide that investments
will be allocated in the Firm’s sole discretion while taking into account the best interests
of the Firm’s clients. Allocations will not necessarily be pro rata to available capital and
consider the following factors, among others: investment parameters, existing portfolio
positions; the amount of unfunded commitments or available capital; applicable tax,
legal and regulatory restrictions; and other factors and considerations deemed relevant.
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ITEM 12. BROKERAGE PRACTICES
Structural’s work centers on the purchase of non-traded interests. As a general matter
brokers are not required for such purchases. The firm seeks to avoid using brokers for the
purchase of non-traded interests as – even if there is no explicit cost to Structural and its
clients – the resultant compensation to the broker reduces opportunity for Structural to
gain advantaged terms from the counterparty for its clients. However, when a compelling
opportunity is uniquely available through a broker, Structural will not reject that
opportunity based solely on the broker’s involvement. In such instances, it is the
investment that guides involvement of the associated broker.
Notwithstanding the Firm’s focus on non-traded interests, Structural does make use of
broker-dealers (and banks).
Where a client specifies a preferred broker, bank, or custodian, Structural will use the
providers requested. Often this enables the associated Structural-managed account to enjoy
cost savings and other benefits associated with the client’s broader relationship with the
broker, However, in our experience that relationship-based pricing does not translate to
super economics across all services, and may – when the various savings and costs are
netted against one another – make the existing broker more costly than other altenatives.
When a client does not have a preferred broker, bank or custodian, Structural will select
one or more providers using net economics to the client as the sole criterion. Inputs to that
assessment include but are not limited to: rates offered on idle cash, commission rates,
execution quality, and breadth of market access. Structural does not accept soft dollar
benefits of any type and does not select or recommend broker-dealers on the basis of client
referrals a broker-dealer may have made.
Structural does not pursue investment alpha through the purchase of tradable investments.
Accordingly, the Firm has never been in a position where it was purchasing the same traded
security for multiple accounts near-simultaneously. Should circumstances arise in the
future that would make aggregation relevant, the Firm would do so as practicable.
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ITEM 13. REVIEW OF ACCOUNTS
Structural provides clients quarterly written reports. As desired by a client, these are then
followed by review with Mr. Hornstein, our CEO, over phone or Zoom. The Firm will also
generate reports at other times upon client request, though it has certain safeguards specific
to insurance-dedicated funds to ensure that associated individuals cannot attempt to exert
control.
Separate from these client reviews, Structural is continually monitoring existing
investments as new information about them becomes available. For the most part,
Structural cannot immediately act on such information with respect to that investment, but
the new information guides how new investments are allocated. Each new investment is
made after review of the relevant portfolio in its entirety, including risk exposures,
allocations relative to target parameters, and anticipated cash flows.
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ITEM 14. CLIENT REFERRALS AND OTHER COMPENSATION
A. Structural does not receive an economic benefit from anyone, other than its clients, for
providing investment advice or other advisory services.
B. Structural does not directly or indirectly compensate any person who is not its
supervised person for client referrals.
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ITEM 15. CUSTODY
At present, all client cash and tradable securities are held by custodians selected by the
associated Structural client. While Structural is authorized to withdraw cash from that
custodian to pay its predetermined fees and reimburse certain expenses, clients are
notified by the custodian of such requests and could override them should there ever
be concern about their validity. Clients may review custodian-generated statements and
compare those with the reports prepared by Structural.
Structural also invests in privately offered securities. The CCO ensures that all privately
offered securities not held at a qualified custodian do not violate the “Private Security
Exemption” provided in the Custody Rule, so long as such securities are (i) acquired
from the issuer in a transaction not involving any public offering,
(ii) uncertificated (with ownership recorded only on the books of the issuer or its
transfer agent in the name of each client), and (iii) transferable only with prior consent
of the issuer or holders of the outstanding securities of the issuer.
The SEC deems Structural to have custody of certain assets by virtue of Structural’s role
with respect to those assets. Such is the case where Structural is manager or managing
member of an entity, or where Structural or one of its principals is trustee of a trust.
Where this is the case, client assets ae subject to an annual surprise examination by an
independent public accountant.
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ITEM 16. INVESTMENT DISCRETION
Structural has full discretionary authority over the Funds and separate accounts under
its management. Clients grant Structural this authority through the investment
management agreement or LLC agreement entered into at account inception. Certain
separate account clients and investors in private funds may, from time to time, revise
the parameters governing those vehicles. However, Structural may decline to accept
such parameter changes, or implement them only after a lag, if it believes that the
requested change in parameters is intended to drive (or prevent) specific instruments
in a matter that would cause the requesting client to be deemed to have investment
control of the account.
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ITEM 17. VOTING CLIENT SECURITIES
While the instruments in which Structural invests are not typically the subject of proxies,
there could be circumstances where Structural, having discretionary authority over the
accounts of the Clients, may be asked to vote the securities of such Clients on
restructuring or other corporate matters.
In such instances Firm has the authority to vote proxies and will do so in its sole judgement
as to what is in the best interest of its clients. In no event will clients be allowed to vote, or
to direct Structural in its voting. After the fact, clients may obtain information about how
proxies were voted or a copy of the Firm’s proxy voting policies by contacting the CCO at
caleb@structuralinvest.com.
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ITEM 18. FINANCIAL INFORMATION
A. Structural does not require or solicit prepayment of more than $1,200 in fees per
client, six months or more in advance and therefore has not included a balance sheet.
B. Structural does not believe that there are any conditions that are reasonably likely to
impair its ability to meet contractual commitments to its clients.
C. Structural has never been the subject of a bankruptcy petition.
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