Company History
SVB Capital Management, LLC (“SVB Capital”), a Delaware limited liability company formed in
2023 as a wholly owned direct subsidiary of SVB Capital Holdco, LLC and a wholly-owned indirect
subsidiary of SVB Financial Group (“SVBFG”), is registered with the SEC as an investment adviser
under the Investment Advisers Act of 1940, as amended (“Advisers Act”). SVB Capital provides
investment advisory services to pooled and single-investor investment vehicles, all of which are
private investment funds (collectively, the “Funds”), including all Funds previously managed by
SVBFG’s SVB Capital division (“Legacy SVB Capital”).
The Funds are exempt from registration under the Investment Company Act of 1940, as amended,
and the rules and regulations promulgated thereunder (the “Investment Company Act”) and offer
securities that are not registered under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder (the “Securities Act”).
Prior to SVB Capital’s registration as an investment adviser, SVBFG sponsored and provided
investment advisory services to the Funds through Legacy SVB Capital under an exclusion from
the definition of “investment adviser” available to bank holding companies. Following the
receivership of Silicon Valley Bank, SVBFG formed SVB Capital to facilitate the continuation of
the Legacy SVB Capital business, and SVB Capital assumed the role of investment adviser to the
existing and future funds with effect from 2 October 2023. Please see Item 18 for more information
on recent events related to SVBFG.
Business Overview
SVB Capital’s investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring
investments, and achieving dispositions for such investments.
Each Fund has an entity designated as its general partner (each, a “General Partner”). These entities
are affiliated with SVB Capital and each is subject to the Advisers Act pursuant to SVB Capital’s
registration. This Brochure also describes the business practices of the General Partners, which
operate as a single advisory business together with SVB Capital.
As more fully described in Item 8, SVB Capital as a fund manager manages various groups of Funds
generally following three investment strategies:
• Direct Equity strategies- Capital Partners (“Direct Equity Funds”);
• Credit strategy - Innovation Credit Funds (“Credit Funds”); and
• Fund of funds equity strategy - Strategic Investors Funds (“Fund of Funds”).
SVB Capital advises the Funds in accordance with the terms of the applicable Fund’s governing
documents
(the “Governing Documents”). All terms applicable to a Fund are generally established
at or around the time of the formation of such Fund and are only terminable as set forth in such
Fund’s Governing Documents. The descriptions set forth in this Brochure of specific advisory
services that SVB Capital offers to the Funds, the investment strategies pursued and investments
made by SVB Capital on behalf of the Funds, should not be understood to limit in any way SVB
Capital’s investment activities. SVB Capital may offer any advisory services, engage in any
investment strategy and make any investment, including any not described in this Brochure, that
SVB Capital considers appropriate, subject to the Fund’s investment objectives and guidelines and
as set forth in the applicable Fund’s Governing Documents. There can be no assurance that the
Funds’ objectives will be achieved, and investment results may vary substantially.
SVB Capital does not currently participate in any wrap fee programs.
SVB Capital is a wholly-owned, indirect subsidiary of SVBFG. As of the most recent reporting date
for each of our Funds, SVB Capital managed approximately $12,171,300,000. SVB Capital’s Fund
of Funds’ most recent reporting date is September 30, 2023. SVB Capital’s Credit Funds and Direct
Equity Funds’ most recent reporting date is December 31, 2023.
All discussions of the Funds in this Brochure, including but not limited to their investments,
the strategies used in managing the Funds, the fees and other costs associated with an
investment in the Funds and other terms, are qualified in their entirety by reference to each
Fund’s respective Governing Documents. Investment advice is provided directly to the Funds,
subject to the discretion and control of the applicable Fund’s General Partner, and not
individually to the limited partners (each, a “Limited Partner” or “Investor”, and collectively,
the “Limited Partners”, or “Investors”) in the Funds.
Investors in the Funds participate in the overall investment program for the applicable Fund. The
General Partner has the right to enter into side letters or other similar agreements (“Side Letters”)
with certain investors in the Funds that establish different or preferential rights or terms, including
but not limited to, different management fees and carried interest percentages, co-investment rights,
reporting obligations, the right or terms necessary due to legal, regulatory, tax or other agreed-upon
circumstances of the investor, and transfer rights. All such rights and terms alter or supplement the
terms of the relevant partnership agreement with respect to such investors.