Palogic Value Management, L.P. is a registered investment adviser with the Securities and Exchange Commission. The
Firm is organized as a limited partnership under the laws of the state of Delaware. Palogic was formed in 2006 and is
owned by Ryan Vardeman, Robert Peters and Scott Williams (together, the “Principals”), and Palogic Capital
Management, LLC, the general partner of the Firm owned and controlled by Ryan Vardeman.
Funds
Palogic provides investment management services with respect to two private pooled investment vehicles, the Palogic
Value Fund, L.P. (the “Master Fund”) and Palogic Offshore Value Fund, Ltd. (“Offshore Fund”) and may in the future
provide investment management services to other private pooled investment vehicles. References herein to a “Fund” or
“Funds” refer to the Master Fund and the Offshore Fund collectively. The Offshore Fund invests substantially all of its
assets in, and conducts its investment activities indirectly through, the Master Fund, pursuant to a mini-master structure.
We have full discretionary authority with respect to investment decisions, and our investment advisory services are
provided in accordance with the investment objectives and guidelines set forth in the Fund’s offering and/or governing
documents. The information set forth in this Disclosure Brochure is qualified in its entirety by the Fund’s offering and/or
governing documents.
We serve as general partner (the “General Partner”) and investment manager of the Funds. We are responsible for investing
and re-investing the assets of the Funds in securities, financial instruments and/or other assets in accordance with the
investment objectives, policies and guidelines set forth in the Funds’ offering and/or governing documents. Investors in
the Funds are not permitted to impose restrictions on investments in certain securities or types of securities. The Funds
interests are offered strictly to sophisticated investors, including but not limited to high-net-worth individuals, pension
plans, funds of funds, family offices, endowments and other institutions who meet the qualification standards of the
Funds.
The Firm provides advisory services to the Funds with the goal to achieve significant long-term capital appreciation
while limiting the risk of capital loss. The Firm seeks to assess the intrinsic value of its investments as compared to the
value based on the prevailing market price. Where a disconnect between “intrinsic value” and “market value” exists,
the Firm seeks to exploit the gap. The Firm may take long and short positions in a variety of asset classes: common and
preferred equity, bonds, notes, options, index securities, hedging instruments such as futures derivatives
and currency
contracts, private equity and mezzanine securities and any other financial instrument that the General Partner believes
offers the potential for attractive returns. It is expected that the Funds will also engage in short selling, margin trading,
hedging, securities lending and other investment strategies.
Additional information regarding the Funds, including, but not limited to, their investments, the strategies used in
managing the Funds, and conflicts of interest faced by the Firm in connection with the management of the Funds can be
found in the Funds’ offering documents. Investment in the Funds does not, in and of itself, create an advisory relationship
between an investor in such Funds and us. See Item 8 below.
We offer and sponsor a Wrap Fee Program (the “Program”) to individual high net worth investors, individual investors,
trusts, foundations and charitable organizations and small entities with the ability to trade in certain investment products
without incurring separate brokerage commissions or transaction charges. The Adviser provides investment advisory
services to each client based on the particular investment objectives, guidelines, restrictions, and other information
provided by the client and pursuant to an Investment Management Agreement (“IMA”) with the client. These are
tailored services based on the needs of the clients. The clients may impose restrictions on investing in certain securities
or types of securities. Palogic covers costs incurred in executing transactions for its clients and keep the remaining
portion as compensation for providing the advisory services. The Firm provides the Form ADV Part 2A Appendix 1:
Wrap Fee Program brochure to each client before or at the time the client enters into an IMA for the Program. There are
certain differences between how we manage accounts in the Program versus how we manage the Funds. See Items 5,
8 and 12 below.
For example, in the Program, Palogic generally is responsible for determining the client investment objectives based
on the client’s individual needs and circumstances. Factors that are expected to be considered include liquidity
constraints, cash availability, account size, risk appetite, and investment horizon among others. The combination of
these factors will generally determine the asset allocation for a Program client. Palogic will receive a portion of the
wrap fee for its services. In the Funds, Palogic has broad investment discretion with a goal of capital appreciation.
Regulatory Assets Under Management
As of December 31, 2023, the Firm had $323,186,188 in regulatory assets under management, all of which are managed
on a discretionary basis.