A. General Description of Advisory Firm
1. Voce Capital Management LLC
Voce Capital Management LLC (“VCM”) is a California limited liability company that was formed in
October 2010.
VCM only has one office, which is located in San Francisco, California.
The sole managing member of VCM is Voce Capital LLC, a Delaware limited liability company, which,
as further described below, also serves as the general partner of certain Funds (defined below). Voce
Capital LLC is controlled by VCM’s chief investment officer and principal owner, J. Daniel Plants (the
“Principal Owner”), who is the sole managing member of the Voce Capital LLC.
2. Voce Capital LLC and Voce Forte GP LLC
Voce Capital LLC and Voce Forte GP LLC, affiliates of VCM, serve as the general partners of certain
Funds (the “General Partners”).
B. Description of Advisory Services
This Brochure generally includes information about VCM and our relationships with our clients. While
much of this Brochure applies to all such clients, certain information included herein applies to specific
clients only.
1. Advisory Services
VCM serves as the investment adviser, with discretionary trading authority, to private pooled
investment vehicles, the securities of which are offered to investors on a private placement basis (each,
a “Fund” and collectively, the “Funds”). The Funds include:
Voce Catalyst Partners LP, a Delaware limited partnership (“Voce Catalyst”);
Voce Solo LP, a Delaware limited partnership (“Voce Solo”);
Voce Forte LP II, a Delaware Series limited Partnership (“Voce Forte II”); and
Voce Forte Offshore LP, a Cayman Islands limited partnership (“Voce Forte
Offshore”).
Voce Capital LLC serves as the general partner of Voce Catalyst and Voce Solo. Voce Forte GP LLC
serves as the general partner of Voce Forte II, and Voce Forte Offshore.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities.
The securities of the Funds are offered and sold on a private placement basis under exemptions
promulgated under the Securities Act of 1933 and other applicable state, federal or non-U.S.
laws. Significant suitability requirements apply to prospective investors in the Funds, including
requirements that they be “accredited investors” as defined in Regulation D, “qualified
purchasers” as defined in the Investment Company Act, or non-”U.S. Persons” as defined in
Regulation S. Persons reviewing this Brochure should not construe this as an offer to sell or a
solicitation of an offer to buy the securities of any of the Funds described herein. Any such
offer or solicitation will be made only by means of a confidential private placement
memorandum.
MANAGED ACCOUNTS
In addition, VCM may in the future serve as an investment adviser with discretionary trading authority
over, and may also provide discretionary advisory services to, separately managed accounts (the
“Managed Accounts”).
As used herein, the term “client” generally refers to each Fund and each beneficial owner
of a Managed
Account (to the extent that VCM advises Managed Accounts in the future).
2. Investment Strategies and Types of Investments
VCM’s investment objective is to achieve long-term capital appreciation by generating positive,
absolute rates of return over intermediate periods of time. VCM will pursue this objective by taking
significant, actively managed equity positions in publicly-traded U.S. companies that it believes are
undervalued (or in the case of short investments, overvalued) or whose market valuation does not
reflect its intrinsic value or true potential (each such position, a “Portfolio Investment”).
VCM invests with a fundamental, value-oriented approach and focuses primarily on small
capitalization companies (generally between U.S. $250 million and U.S. $6.5 billion in equity
market capitalization). VCM believes that companies of this size often display common inefficiencies
in their trading, capital allocation, strategies, management and corporate governance. The Funds will
invest in companies where VCM believes the catalyst to address such issues is identified and
actionable. VCM believes that companies impacted by such issues can present attractive investment
opportunities.
The descriptions set forth in this Brochure of specific advisory services that we offer to our clients, and
investment strategies pursued and investments made by us on behalf of our clients, should not be
understood to limit in any way our investment activities. We may offer any advisory services, engage
in any investment strategy and make any investment, including any not described in this Brochure, that
we consider appropriate, subject to each client’s investment objectives and guidelines. The investment
strategies we pursue are speculative and entail substantial risks. The Funds should be prepared to bear
a substantial loss of capital. There can be no assurance that the investment objectives of any client will
be achieved.
C. Availability of Customized Services for Individual Clients
VCM’s investment decisions and advice with respect to each Fund will be subject to each Fund’s
investment objectives and guidelines, as set forth in its respective offering documents.
If in the future we determine to offer Managed Accounts, the investment objectives and guidelines of
the Managed Accounts would be determined in conjunction with the applicable client.
VCM, in its role as investment adviser to the Funds, and/or the General Partners, in its role as the general
partners of certain Funds that are partnerships, has in the past and may from time to time in the future
agree to supplements, clarifications, or variations of the terms of a Fund’s offering, subscription, or
organizational documents in “side letters” or similar agreements.
D. Wrap Fee Programs
VCM does not currently participate in any Wrap Fee Programs.
E. Assets Under Management
VCM manages, on a discretionary basis, approximately $204,488,670 of client assets, determined as of
December 31, 2022.