Voss Capital LP

Item 5 – Fees and Compensation

  The fees and expenses associated with an investment in the Funds vary, depending on the Fund, and is described
  in detail in the Fund Offering Documents. Voss may, in its sole discretion, manage other funds or accounts with
  higher or lower fees, different fee structures and different expense payment arrangements than the Funds.

  Set forth below is a description of the fees and expenses of the Funds:

  Management Fees. The Funds pay Voss a management fee (the “Management Fee”) calculated and payable quarterly
  in advance, at an annualized rate of 1% of the Funds’ net asset value. With respect to SMAs (including the SPCs),
  management fees are negotiable.

  Performance Allocation. Voss or its affiliates generally receive a performance allocation from the Master Fund of up
  to 20% per calendar year of each investor’s allocable share of net profits for the calendar year, payable at the end of
  each calendar year and subject to a high-water mark (the “Performance Allocation”). The Voss Value-Oriented Special
  Situations Fund, LP Performance Allocation is 30% and subject to a hurdle rate as disclosed in the Fund Offering
  Documents. With respect to SMAs (including the SPCs), performance fees are negotiable. Voss or its affiliates may,
  in their sole discretion, reduce or eliminate the Performance Allocation payable by any Fund. The Funds only admit
  “qualified purchasers,” as defined in Section 2(a)(51) of the Investment Company Act. The payments of the
  Performance Allocation are subject to Section 205(a)(1) of the Investment Advisers Act of 1940, as amended (the
  “Advisers Act”), in accordance with the available exemptions thereunder, including the exemption set forth in Rule
  205-3, which requires that performance-based fees only be charged to qualified clients or qualified purchasers. Item 6
  of this brochure discusses any Performance Allocation payable by the Funds to Voss or its affiliates.

  Separately Managed Accounts. The standard fee arrangement for separately managed accounts generally consists of a
  1% management fee and 20% performance fee, which may be subject to a benchmark hurdle, subject to negotiation.
  Fee arrangements may vary based on factors including, but not limited to, client agreement, account size, investment
  strategy, and other considerations.

  Organizational Expenses. Each Fund generally bears its own expenses of the organization of the Fund and the offering
  of the Fund interests to investors, including legal and accounting fees, printing costs, travel, “blue sky” filing fees,
  Form PF filing fees, Form 13F filing fees, and expenses and out-of- pocket expenses. The organizational expenses
  borne by the Funds are described in full detail in the Fund Offering Documents.

  Direct Expenses of the Fund. The Funds generally bear all costs and expenses directly related to its investments or
  prospective investments, including brokerage commissions and other transaction costs, expenses related to proxies,
  underwriting and private placements, interest and commitment fees on debit balances or borrowings, borrowing
  charges on securities sold short, custody fees and fees of professional advisers and consultants relating to investments
  or prospective investments and any withholding or transfer taxes imposed on the Fund or any of the Partners. The Funds
  also generally bear all costs of the administration and operation of the Fund, including (i) accounting, audit and legal
  expenses, (ii) costs of any litigation or investigation instituted against the Fund, the Adviser or the General Partner,
  (iii) the costs, fees and expenses of any outside appraisers, accountants, attorneys or other experts or professionals

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  engaged by the General Partner, as well as other expenses directly related to the Funds’ investments, (iv) costs
  associated with reporting and providing information to existing and prospective Partners, (v) any governmental,
  regulatory, licensing, filing or registration fees incurred in compliance with the rules of any self-regulatory organization
  or any federal, state or local laws, (vi) costs related to the preparation of the Fund’s tax returns and keeping of its books
  and records, (vii) expenses incurred in obtaining systems, research or data providers and other information utilized for
  portfolio management purposes, including related hardware and software, (viii) costs of holding any meetings of
  Partners, (ix) expenses of the Investment Committee and its members, (x) risk management and Funds’ compliance
  costs, and (xi) the costs of any liability insurance obtained on behalf of the Fund, the General Partner or the Adviser.
  However, the General Partner or the Adviser may, in its sole discretion, choose to absorb any such expenses incurred
  on behalf of the Funds.

  Termination or Withdrawal. Pursuant to the Fund Offering Documents, investors are permitted to make
  withdrawals of such investor’s interest in the Voss Value-Oriented Special Situations Fund, LP, the Offshore
  Fund and the Onshore Fund on the last business day of each fiscal quarter upon 45 days’ prior written notice to
  the Administrator and General Partner. Withdrawal requests may be subject to reserves for pending audits or
  other suspension restrictions as discussed in the Fund Offering Documents. Please refer to the Fund Offering
  Documents for a complete description of withdrawal rights and procedures.

  The Funds will generally incur brokerage and other transaction costs. Item 12 of this Disclosure Brochure discusses
  how Voss selects brokers and determines the reasonableness of their compensation. The direct expenses borne by the
  Funds are described in full detail in the Fund Offering Documents.

  The Master Fund and the Voss Value-Oriented Special Situations Fund, LP may grant waivers of the Management Fees and
...

Item 7 – Types of Clients

  Voss provides investment advisory services to the Funds, based on the particular investment objectives and strategies
  described in the particular Fund Offering Documents, as described in Item 4. Voss, in its sole discretion, may manage
  other funds or accounts with different objectives, higher or lower fees and different fee structures than the Funds.

  Investors in the Offshore Fund and the Onshore Fund are required to complete and submit a subscription agreement
  binding them to the terms of the Fund Offering Documents. The Funds only admit “qualified purchasers,” as defined
  in Section 2(a)(51) of the Investment Company Act.

  The minimum investment in the Offshore Fund, Onshore Fund and Master Fund is $500,000, and the minimum
  investment in the Voss Value-Oriented Special Situations Fund, LP is $250,000, which may be waived by General
  Partner.

  An investor is a “qualified purchaser” if the investor meets any of the following criteria:

  (a)    any natural person (including any person who holds a joint, community property, or other similar shared
  ownership interest in an issuer that is excepted under section 80a–3(c)(7) of this title with that person’s qualified
  purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the Commission;

  (b)     any company that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or
  for 2 or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal
  descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable
  organizations, or trusts established by or for the benefit of such persons;

  (c)      any trust that is not covered by clause (b) and that was not formed for the specific purpose of acquiring
  the securities offered, as to which the trustee or other person authorized to make decisions with respect to the
  trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (a),
  (b), or (d); or

  (d)     any person, acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns
  and invests on a discretionary basis, not less than $25,000,000 in investments.

  (e)      the client is an employee of the adviser (other than an employee performing solely clerical, secretarial or
  administrative functions) who, in connection with his or her regular functions or duties, participates in the adviser’s
  investment activities, provided that such employee has been performing such functions or duties for or on behalf of the
  adviser, or substantially similar functions or duties for or on behalf of the adviser for at least twelve (12) months.

  The term “qualified purchaser” does not include a company that, but for the exceptions provided for in paragraph (1)
  or (7) of section 80a–3(c) of this title, would be an investment company (hereafter in this paragraph referred to as an
  “excepted investment company”), unless all beneficial owners of its outstanding securities (other than short-term
  paper), determined in accordance with section 80a–3(c)(1)(A) of this title, that acquired such securities on or before
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  April 30, 1996 (hereafter in this paragraph referred to as “pre-amendment beneficial owners”), and all pre-amendment
  beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that,
  directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its
  treatment as a qualified purchaser. Unanimous consent of all trustees, directors, or general partners of a company or
  trust referred to in clause (ii) or (iii) of subparagraph (A) shall constitute consent for the purpose of this subparagraph.

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