A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
Soundcore Capital Partners, LLC (“Soundcore”), together with its funds’ general partners, relying
adviser and affiliates, unless otherwise specified (“Soundcore” or the “Firm”), a Delaware limited
liability company, is a private equity firm based in New York City. Founded in early 2015 to make
control equity investments and buyouts of attractive lower middle market North American (U.S. or
Canada) headquartered businesses, Soundcore’s thesis-driven, buy-and-build investment strategy
focuses primarily on what Soundcore believes to be healthy businesses with recurring revenues and
high margins in the business services, specialty distribution and value-added manufacturing sectors.
Soundcore serves as the investment adviser for and provides discretionary investment advisory
services to both special purpose vehicles created to invest in a portfolio company (“Pre-Fund
Investments”) and to private funds (unless the context otherwise denotes, collectively, the “Funds”).
Soundcore is not making new investments at this time and is in the process of winding down the
Funds. For more information about the Funds, please see Soundcore’s Form ADV Part 1, Schedule
D, Section 7.B.(1). The relying adviser, Soundcore Capital Partners Management, LLC, provides
investment advisory services to the Pre-Fund Investments and the registrant, Soundcore Capital
Partners, LLC, provides investment advisory services to the Funds.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. These General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended (“Advisers Act”), pursuant to Soundcore’s registration in
accordance with SEC guidance. The applicable General Partner retains investment discretion and
limited partners in the Funds do not participate in the control or management of the Funds. While
the General Partners maintain ultimate authority over the respective Funds, Soundcore has been
designated the role of investment adviser. For more information about the General Partners, please
see Soundcore’s Form ADV Part 1, Schedule D, Section 7.A.
Principal Owners/Ownership Structure
Soundcore is owned by Managing Partners Jarrett Turner and Feliks Zarotsky. For more information
about Soundcore’s owners and executive officers, please see Soundcore’s Form ADV Part 1, Schedule
A and Schedule R.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
Soundcore provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in operating companies, referred to as
“portfolio companies”, in the business services, specialty distribution and value-added manufacturing
sectors. Each portfolio company has its own independent management team responsible for
managing its day-to-day operations, although the senior principals or other personnel and/or third
parties appointed by Soundcore will generally serve on the portfolio companies’ respective boards of
directors or otherwise act to influence control over management of portfolio companies held by the
Funds. In addition, in some cases, Soundcore more directly influences the day-to-day management of
portfolio companies by recruiting and installing certain individuals in various leadership roles, such as
chief executive officer, chief operating officer, chief financial officer or other roles.
Upon the purchase of each investment, for administrative efficiency purposes
Soundcore installs (i)
its Chief Financial Officer in the role of interim chief financial officer of each portfolio company and
(ii) a member of the Soundcore team as de facto “president”, “secretary” or “treasurer” of the
portfolio company, which such title typically remains with the Soundcore individual for the duration
of Soundcore’s ownership. Neither Soundcore nor the Chief Financial Officer are paid for such
services.
Soundcore’s investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investment, managing and monitoring investments
and achieving dispositions of investments. Investments are made predominantly in nonpublic
companies, although investments in public companies are permitted in certain instances. Currently,
Soundcore’s investment advisory services focus on managing the portfolio companies to disposition.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
Soundcore does not tailor its advisory services to the individual needs of limited partners in its Funds;
the Firm’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund. These objectives are described in and governed by the private placement memorandum,
limited partnership agreement, investment advisory agreements, side letter agreements and other
governing documents of the relevant Fund (collectively, “Governing Documents”). With the
exception of the Pre-Fund Investments, the Firm does not seek or require limited partner approval
regarding each investment decision.
With the exception of the Pre-Fund Investments, limited partners generally cannot impose restrictions
on investing in certain securities or types of securities, other than through side letter agreements.
Limited partners in the Funds, but not the Pre-Fund Investments, participate in the overall investment
program for the applicable Fund and generally cannot be excused from a particular investment except
in certain circumstances pursuant to the terms of the applicable Governing Documents. One Pre-
Fund limited partner has negotiated certain veto rights with respect to the Pre-Fund Investments in
which it has invested.
In accordance with industry practice, Soundcore has entered into side letters or similar agreements
with certain limited partners who make substantial commitments of capital or were early-stage limited
partners in the Funds, or for other reasons in the sole discretion of Soundcore, in each case that have
the effect of establishing rights (including preferential economic terms) under, or altering or
supplementing, a Fund’s Governing Documents. Such side letters are negotiated at the time of the
relevant limited partner’s commitment, and once invested in a Fund, with the exception of the Pre-
Fund Investments, limited partners generally cannot impose additional investment guidelines or
restrictions on such Fund. There can be no assurance that the side letter rights granted to one or
more limited partners will not in certain cases disadvantage other limited partners.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how
you manage other accounts, and (2) explain that you receive a portion of the wrap fee for
your services.
Soundcore does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, Soundcore managed $618,732,666 in Fund regulatory assets under
management, all managed on a discretionary basis. Soundcore does not manage any investments on
a non-discretionary basis.