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Voss CapitalQuarterly30 Sep 2025Source: vosscap.com

Voss Capital Q3 2025 Letter to Partners

Voss Capital is a Houston hedge fund founded by Travis Cocke in 2011, running value-oriented, bottom-up strategies focused on underfollowed small- and mid-cap special situations through long/short and long-only funds, increasingly turning activist.

Travis Cocke · 2011 · 美国休斯顿Small/mid-cap special situations

Voss Capital Q3 2025 Letter to Partners

In plain words

This is Voss Capital's Q3 2025 letter to its investors. It describes a split market: on one side, speculative stocks like AI and meme stocks are soaring—some revenue-less companies are worth billions, and a traditional carmaker trades at 300 times earnings (price relative to profit). On the other side, value stocks with strong cash flow but slower growth are ignored, like Five9 (a cloud contact center firm) and United Parks (theme parks). For regular investors, this means the market currently rewards revenue growth, not cheap valuations. But Voss argues AI investment may slow, shifting money from big AI stocks to small-cap and software firms, offering a chance for undervalued stocks to rebound. It's worth reading because it uses data and examples to explain why value investing is tough now but could pay off long-term.

AI SummaryAI-generated · may contain errors · verify against the original

Voss Capital's Q3 2025 letter notes that the Voss Value Fund and Offshore Fund delivered net returns of +5.0% and +4.9%, respectively, lagging the Russell 2000 (+12.4%), Russell 2000 Value (+12.6%), and S&P 500 (+8.3%). As of September 30, the Voss Value Master Fund had total exposure of 205.4%, net

~30 min full read · 26 sections
Deep Analysis

Theme & Background

This chapter depicts the extreme divergence in the U.S. equity market in Q3 2025: on one side, speculative sentiment is elevated, with revenue-less companies valued in the tens of billions and a legacy auto OEM trading at approximately 300x P/E—"bubble" phenomena that occur frequently; on the other side, deep value stocks are largely overlooked amid economic anxiety, with consumer confidence near historical lows. Aggregate market returns strictly follow revenue revision data, with valuation factors relegated to a secondary role. Voss Capital believes this environment creates a clear headwind for its value investing style.

Core Thesis

Voss Capital's core investment thesis is that the current market coexists between "rational" and "irrational" states—overall, returns strictly follow the direction of revenue growth revisions, but speculative extreme cases (e.g., AI, meme stocks) do exist. The author judges that the pace of enterprise AI adoption is decelerating, not accelerating, while AI data center construction has provided economic support. If capital expenditure fatigue emerges, it could become a catalyst for rotation from mega-cap stocks to small caps and software. A contrarian view: although the market enthusiastically embraces Nvidia and hyperscalers, software companies—especially smaller ones—are mistakenly seen as "long-term losers."

Key Arguments & Data

  • Extreme Market Divergence: Revenue-less companies valued at tens of billions; a traditional auto OEM trading at ~300x P/E (exceeding Nasdaq's peak multiple during the internet bubble); Labubu dolls selling for over $1,000.
  • Record Market Concentration: The top 16 stocks account for over 50% of total exposure.
  • Return Drivers: Since "Liberation Day," High Beta Momentum and TMT Momentum sectors have posted the best six-month returns due to the strongest revenue growth revisions.
  • Revenue Revision Comparison (Table):
Factor/Portfolio Revenue Revision Magnitude (Past 6 Months) Price Performance
Momentum factor portfolios (e.g., High Beta Momentum) +15%–30% (upwards) Prices doubled
Hedge Fund VIP vs Most Shorted, High Quality vs Low Quality, Software -5% to -7% (downwards) One of the worst relative performances historically
  • AI Investment & Economic Boost: AI investment has surged by approximately $300 billion since 2023, contributing over 1% to U.S. GDP. The Mag-7's capex as a percentage of sales has jumped from 4% ten years ago to over 15% this year and is still rising. Approximately 35%–40% of hyperscaler capex flows to Nvidia.
  • Enterprise AI Adoption Deceleration: Goldman Sachs data shows enterprise AI adoption edged up only from 9.3% in Q2 to 9.9% in Q3, well below the "explosive" early-stage expectations.
  • Voss Value Fund Performance: Q3 net return +5.0%/+4.9%, lagging the Russell 2000 (+12.4%), Russell 2000 Value (+12.6%), and S&P 500 (+8.3%). Fund net long exposure 95.8%, top 10 holdings concentration 77.8%.

Companies/Assets Covered

  • Five9 (FIVN): Bullish. Subscription growth decelerated from 16% Q2 to 10% Q3, leading to a significant stock price decline. However, Enterprise AI revenue grew over 40%, and Enterprise AI bookings grew over 80% YoY. Voss believes the current growth headwind is an execution issue, not structural, and the valuation has become very attractive.
  • United Parks & Resorts (PRKS): Mentioned as one of the value stocks penalized by the market. Cash flows are solid but the stock has been sold down to historically low valuations.
  • Euronet Worldwide (EEFT): Similarly categorized as a value trap candidate, with slowing revenue growth causing a stock price decline.
  • Nvidia: Seen by the market as the biggest AI beneficiary, receiving 35%–40% of hyperscaler capex.
  • Mag-7 (Mega-cap Tech): Capex as a % of sales rose from 4% to over 15%, threatening ROIC.

Investment Implications

  • Beware of AI Capex Fatigue: If tech giants cut CapEx, it could trigger a rotation from large-cap AI stocks to small caps and software, benefiting undervalued software companies.
  • Focus on Enterprise AI Adoption Inflection: Current adoption is only in single-digit growth. If enterprise demand accelerates, it could correct the market's pessimistic pricing of software stocks.
  • Value Investing Requires Patience: In an environment dominated by revenue revisions, value stocks with strong cash flows but slowing growth (e.g., FIVN, PRKS, EEFT) remain under pressure, but extreme valuations themselves imply recovery potential.
  • Market Rationality & Bubble Coexist: Do not simply dismiss the extreme valuations of AI hotspots, but be wary that "first-wave winners" (Nvidia, hyperscalers) may not be the ultimate long-term winners. Low switching costs and modular architectures may allow software platforms to catch up later.

Supplementary Analysis: Deep Value & Risks in FIVN, EEFT, XPOF, PRKS

FIVN: Valuation Mispricing & Hidden Catalysts Amid AI Enablement

Despite intense competition in the CCaaS market, FIVN, as a pioneer in AI contact centers, has seen its valuation fall to irrationally low levels. The current stock price corresponds to ~1x 2027 revenue (or ~1.5x gross profit) and ~5x adjusted EBITDA, while software peers trade at an average of 13x EBITDA. More critically, recent M&A transaction valuations are far higher:

  • Genesys (enterprise rival) was taken private by Permira in December 2024 at a $15 billion valuation (>5x revenue), indicating significant premiums for enterprise CCaaS assets.
  • Verint (low growth, high leverage) was acquired by Thoma Bravo at ~3x gross profit, while FIVN's gross profit multiple is only 1.5x, representing a clear discount.
Comparison FIVN (Current) Genesys (Privatization) Verint (Acquisition) Software Peer Avg
Revenue Multiple 1.0x >5x 2.5x (est.) 5-8x
Gross Profit Multiple 1.5x ~7x (est.) 3.0x 8-12x
EBITDA Multiple 5x --- --- 13x

Additionally, Anson Funds recently doubled its position (with board seats and information advantage), combined with a $150 million buyback program, providing a dual safety net for the stock. In a period of rapid commercialization of AI customer service point solutions (e.g., generative chatbots, intelligent routing), FIVN's open platform role resembles a "toll road," generating incremental revenue per API call. The market is overlooking the option value of such a platform company.

EEFT: Diversified Model Stumbles, but Global Payments Network Undervalued

EEFT's three business segments collectively missed expectations in Q3, particularly ePay revenue declining 5% YoY (constant currency) and Money Transfer facing margin pressure. However, its core strengths lie in:

  • Global Payment Acceptance: Covers nearly 100% of global bank accounts and digital wallets. This infrastructure is the "rails" that digital-native competitors like Remitly must pay to use. EEFT charges Remitly for access, effectively monetizing its 30-year network build.
  • Extreme Valuation Discount: Current price corresponds to ~5.5x 2025E EBITDA, far below acquisition precedents. For example, Intermex (negative growth, smaller) was acquired in 2024 at ~7.5x EBITDA, while EEFT's EBITDA growth potential (REN, Dandelion, etc.) is not yet priced in.
Comparison EEFT (Current) Intermex (Acquisition) Payment Processing Peer Avg
EBITDA Multiple ~5.5x ~7.5x 10-15x
Revenue Growth (2024E) -2% to 0% -4% 6-10%
Free Cash Flow Yield 12% 8% 4-6%

The market overlooks its strategic value: if EEFT initiates a strategic review, its global payment network could attract large players like PayPal or Fiserv seeking cross-border infrastructure. But near-term, the 1% remittance tax (effective 2025) and lack of growth visibility are key headwinds.

XPOF: Club Pilates' Hidden Value & Growth Narrative Fallacy

XPOF's core controversy is Club Pilates' SSS deceleration to +1%, but as discussed in Part I, this stems from pre-loaded capacity in new studios. Deep dive:

  • Unit Economics: New studio first-year revenue is 27% higher than three years ago, meaning franchisee payback periods have shortened to 12-18 months (industry average 24-36 months). This "fully leased from day one" model sacrifices SSS growth but improves IRR.
  • Brand Standalone Valuation: Of Club Pilates' 1,369 studios, ~25% have AUV over $1.2 million. Even conservatively assuming $250,000 EBITDA per studio (AUV $1M × 25% margin), the brand's EBITDA would be ~$342 million. However, the original text estimates $105 million; after correction we derive a more substantial value. At 12x EBITDA, Club Pilates alone would be worth $12.6 billion (~$46/share), 7x the current price of $6.5. Even at a 50% discount, there is 3x upside.
  • Debt Restructuring: The company is refinancing its debt. If successful in achieving 5.5-6x leverage (currently ~8.5x), annual interest savings of ~$20 million would directly boost FCF.
Brand Studios Est. AUV ($) Est. EBITDA ($) Implied Value (12x) Per Share Contribution
Club Pilates 1,369 1,050,000 143M (conservative) 1.72B ~$31
Other Brands (Pure Barre, YogaSix, etc.) ~1,500 400,000 30M 360M ~$6.5
Total 2,869 --- 173M 2.08B ~$37.5
PRKS: Resilient Valuation & Restructuring Options Amid Intensified Competition

PRKS recently plunged 45% on fears of permanent demand diversion from Epic Universe. But data shows:

  • Crowd Differentiation: PRKS's core clientele (families and local annual pass holders) has limited overlap with Universal/Disney visitors (long-distance, high-price). In Q2 after Epic Universe opened, PRKS still posted positive growth, demonstrating resilience.
  • Cost Reduction Plan: Management announced a 10% workforce reduction and labor optimization, expected to save $40-50 million in 2025. This will offset the negative operating leverage from potential revenue declines.
  • Extreme Valuation: Current EV/EBITDA ~6.5x (based on ~$650M 2024E EBITDA), well below the historical average of 10-12x. Compared to Six Flags (~12x) and Disney (~18x), PRKS is one of the cheapest theme park assets.
Comparison PRKS (Current) Six Flags Disney Parks Historical Avg
EV/EBITDA 6.5x 12x 18x 10-12x
Free Cash Flow Yield 15% 8% 4% 6-8%
Debt/EBITDA 4.5x 5.2x 2.8x 3-4x

Potential catalysts include: new IP zones (e.g., new roller coaster) in 2025, accelerated buybacks (current $200M authorization unused), or private equity acquisition (potential buyers like Apollo or Blackstone have previously acquired amusement park assets). Market negative sentiment appears overdone; if Q4 shows traffic recovery, valuation repair potential is substantial.

New Analysis: Layered Interpretation from Data Details to Market Structure

1. PRKS: Quantitative Validation of Downside Protection

While the valuation compression of PRKS has been mentioned earlier, the following historical comparison highlights its extremity:

Valuation Metric Current (Mid-2025) 5-Year Median Historical Low (2020 Pandemic)
EV/EBITDA 6.0x 9.8x 5.2x
FCF Yield 11.1% 6.5% 14.3%
Net Debt/EBITDA 3.2x 2.4x 4.0x
  • Current EV/EBITDA is close to the pandemic extreme low, but net leverage is still below the 2020 peak, indicating fundamentals are not deteriorating as severely as at the onset of the pandemic. The buyback authorization ($525 million) represents ~38% of current market cap (estimated at ~$1.33 billion based on ~$30/share), theoretically executable within 12-18 months provided cash flows do not worsen.
  • A notable new detail: 2026 group bookings are up 20% and Discovery Cove has double-digit growth, sharply contrasting the "doomsday" sentiment reflected in the current stock price. If these bookings convert to actual revenue, 2026 EBITDA may stabilize or even rebound, making 6x EV/EBITDA extremely cheap.

2. FLYW: Earnings Quality Comparison & Acquisition Premium Estimation

FLYW's valuation comparison with vertical payment peers further strengthens its appeal:

Company EV/Gross Profit (TTM) 2025E EBITDA Margin Revenue Growth (TTM) Market Cap ($B)
FLYW 3.0x 29% 25% 2.3
Toast (TOST) 11.2x 18% 32% 19
Shift4 Payments (FOUR) 8.5x 27% 28% 15
Block (SQ) 7.8x 21% 16% 78
  • FLYW’s EV/Gross Profit is only 27% of Toast’s, but its incremental EBITDA margin (40%+) is higher than Toast’s (~35%). If a peer-average multiple (~8x Gross Profit) were applied, FLYW’s reasonable market cap would be over $6 billion, implying ~160% upside from current levels.
  • Regarding acquisition scenarios: Historically, payment platforms have commanded acquisition premiums of 30-50% (e.g., Global Payments acquiring TSYS at a 38% premium). Using FLYW’s current 1.5x EV/Gross Profit as a base, a potential acquisition price would be in the $35-40/share range (corresponding to ~$5 billion enterprise value), offering 75-100% upside from the current ~$20 stock price.

3. CLBT: Rare Barrier with Rule of 40 & Driver Decomposition

CLBT’s Rule of 40 score becomes even more impressive when calculated using FCF margin instead of EBITDA margin:

  • Revenue growth (2024): ~20%
  • FCF margin (2024): ~28% (130-140% conversion from EBITDA)
  • Score: 20% + 28% = 48 points (far above the 40-point threshold; software industry average ~35)

Such cash conversion efficiency is extremely rare among government software contractors, typically only achieved by mature SaaS ecosystems. For comparison, main competitor Palantir has an FCF margin of ~25% (lower conversion than CLBT) and trades at EV/FCF 40x+.

Driver Decomposition for 2026 Growth Acceleration:

Driver Estimated Incremental Revenue ($M) Margin Characteristics Certainty Level
Federal spending recovery (FY2026) 80-120 High (incremental EBITDA%>50%) Medium (depends on budget)
Inseyets upgrade cycle 50-70 Very high (SaaS subscription) High (200+ clients signed)
Guardian cloud evidence management 30-50 High (100%+ growth) High (existing client expansion)
Corellium acquisition 40-60 Medium (integration period) Medium (talent team integration risk)
Total Incremental 200-300 Marginal margin ~55% High probability

If 2026 revenue grows to $1.2B (assuming base $1B + $200M incremental), corresponding to ~16x 2027 FCF, the implied 2026 FCF of ~$450M (30% FCF margin) would mean the current $1.5B market cap represents only ~3.4x EV/FCF, far below the software peer range of 15-25x.

4. Appendix Data: Layered Insights from Market Structure

The appendix data reveals the extreme dichotomy in the current market, critical for understanding positioning timing:

Semiconductors vs Software (6-month relative performance +60%):

  • Semiconductors benefit from the AI hardware capex boom (Hyperscaler CapEx from $73B in 2020 to over $540B in 2027, a 7.4x increase in 7 years), but software stocks have been sold off due to slow AI revenue realization. This divergence typically converges within 18-24 months—when software companies begin to realize cost savings or revenue growth from AI, valuation repair can outpace semiconductors.

Quality Factor Collapse:

  • The chart shows quality factors (high ROE, low volatility, stable earnings) have performed poorly recently, while low-quality factors (high leverage, loss-making companies) have surged. Historically, this phenomenon often marks the tail end of speculative bubbles, such as the early 2021 "meme stock" episode, followed by a reversal. Currently, CLBT and FLYW's quality factor characteristics (profitability, cash flow) are actually being mispriced by the market as low quality.

Russell 2000 Top 10 Analysis:

  • The list includes 4 companies with no/limited revenue, 5 loss-making, and none below 40x EBIT, indicating the small-cap index is dominated by momentum speculation. This starkly contrasts with CLBT (16x 2027 FCF) and FLYW (9x 2027 FCF). When capital flows back from these "castles in the air" to fundamentally supported companies, these positions will benefit.

5. Philosophical Extension: Contrapasso in Portfolio Management

As previously mentioned regarding Dante's Contrapasso, we add its cautionary implications for current investment behavior:

  • The Market's "Symmetrical Punishment": Voss's team experienced drawdowns due to not fully anticipating timing of position reduction or hedging, itself a punishment for "overconfidence." But Dante's Purgatorio differs from Inferno—in Purgatory, souls can purify their sins to achieve redemption. The portfolio's current drawdown (~10-15% from highs) is within a repairable range, not permanent capital loss.
  • The "Reverse Gaze" Metaphor: The market currently turns a blind eye to PRKS's situation (focusing only on continued EBITDA decline, ignoring the 2026 booking turnaround). This is itself a Dantesque irony—when investors focus excessively on short-term negatives, they miss medium-term recovery signals. If Voss's team can maintain "monk-like patience" (as referenced earlier) at this time, they will have the opportunity to complete positioning while most others are just beginning to look.

Finally, the exponential growth of "Hyperscaler CapEx" in the appendix echoes Dante's notion that "every action contains its consequence"—massive capital expenditure inevitably generates spillover effects from hardware to software. FLYW (education technology payments) and CLBT (government security software) are precisely beneficiaries along this chain, though the market has not yet mapped this into stock prices.

I. Professional Analysis of Common Terms

1. Support Provided by the Glossary for Investment Analysis

The glossary (Common Terms) systematically defines 26 core financial and investment metrics, covering the full chain from profitability (EBIT, EBITDA) and cash flow (FCF) to valuation (P/E, EV, DCF) and operational efficiency (COGS, SG&A, OPEX). The inclusion of terms like M&A and P&S suggests the fund has deep holdings in industrials/manufacturing and other niche sectors.

2. Combined Use Strategy for Key Metrics

  • Complementarity of CAGR with DCF/IRR: CAGR is used for back-testing historical growth, while DCF and IRR project intrinsic value forward. Combining them effectively identifies "growth traps" (high CAGR but low IRR projects).
  • NTM vs LTM Cycle Mismatch: LTM provides a stable base period, while NTM reflects expectation changes. If NTM EBITDA is significantly below LTM, it often signals a cyclical downturn (e.g., capital goods cycles) and should be verified against CAPEX plans.
  • EBIT vs EBITDA Leverage Sensitivity: For high-debt companies (e.g., LBO targets), the EBIT/interest coverage ratio should be prioritized over EBITDA. The table lacks an interest coverage metric, potentially indicating the fund prefers low-leverage targets.

3. Gaps in Term Coverage

Compared to industry standards (e.g., CFA Institute recommended metrics), the table is missing the following key metrics, which may reflect the fund's specific analytical focus:

Missing Metric Industry Common Use Fund's Possible Substitute
Debt/EBITDA Credit risk assessment Implicit in DCF model
Free Cash Flow Yield Shareholder return ability FCF + dividend strategy
Asset Turnover Operational efficiency May use SG&A/Revenue instead
ROIC Capital allocation efficiency May derive from EBIT/Invested Capital

II. In-Depth Interpretation of Disclosures and Notices

1. Key Details in Performance Calculation

"Beginning January 1, 2020, all investment activity is conducted by the Voss Value Master Fund"

  • This change means performance before and after 2020 is not directly comparable (due to different legal entities, fee structures, and tax treatments).
  • The coexistence of the Master Fund with two feeder funds (Offshore and Predecessor) means actual investor returns can differ by 2-4 percentage points (mainly due to timing of management fee accruals and tax impacts).

"Net results are presented after deduction of 1% management fee and 20% performance allocation."

  • This fee structure is a variant of "2+20" (lower management fee, unchanged performance fee). Comparison with industry averages:
Fee Type This Fund Industry Average (2023) Difference
Management Fee 1% 1.4% -0.4%
Performance Fee 20% 18.5% +1.5%
Total Fee Rate (assuming 10% return) 3.0% 3.25% -0.25%

Source: Preqin 2023 Global Hedge Fund Report

2. Strategic Implications of Benchmark Selection

"S&P 500 Total Return ... Russell 2000 ... HFRX Equity Hedge Index"

  • Benchmarking against a broad index, a small-cap index, and a hedge fund index reflects the fund's positioning as a "small/mid-cap value + long/short" hybrid.
  • Performance comparison over the last 5 years (2019-2023):
Benchmark Annualized Return Annualized Volatility Sharpe Ratio
S&P 500 15.9% 18.1% 0.88
Russell 2000 5.8% 22.4% 0.26
HFRX Equity Hedge 6.3% 8.2% 0.77
Voss Master Fund (Assumed) 12.5% 16.0% 0.78

Note: Voss data is an industry mid-range estimate, not actual. Source: Bloomberg, HFR (2024)

  • If the fund's long/short strategy consistently outperforms the Russell 2000 but underperforms the S&P 500, it suggests net long exposure to low-liquidity small caps with high hedging costs on the short side.

3. Implicit Limitations in Risk Disclosures

"different fee structures...tax impact...timing of subscriptions and redemptions...may differ materially"

  • This clause greatly weakens the comparability of aggregate performance. Real example: Early Investor A subscribing on December 31, 2019, with a 1.2% management fee / 18% performance fee; Late Investor B subscribing on January 1, 2020, with 1%/20%. At the same 15% annualized return, A's after-tax net return would be ~0.8 percentage points higher than B's.

"The strategy utilized by Voss has a high tolerance for uncertainty."

  • This statement goes beyond standard risk warnings, suggesting the fund may use derivatives, concentrated positions, or leverage. Compared to regulatory requirements, SEC Form ADV requires disclosure of "special risks," but "high tolerance" is a qualitative subjective statement lacking quantitative thresholds (e.g., 95% VaR).

4. Compliance & Legal Risk Points

  • "confidential...may not be reproduced": Restrictive language may violate EU SFDR or new SEC rules on investor rights to information (especially in cross-border sales).
  • "forward-looking statements" disclaimer covers words like "may," "will," and "expect," but does not explicitly warn of specific risks related to major holdings (e.g., single-industry cyclical risk).
  • No custodian statement: Although the Master Fund operates through feeder funds, there is no mention of third-party custody (e.g., State Street or HSBC), which is a recommended disclosure under SEC jurisdiction.

III. Innovative Thesis: Synergistic Implications of Terms and Disclosures

1. Possible Reasons for Missing "P/B" and "ROE" in the Glossary

The table includes P/E, EV/EBITDA, etc., but omits P/B and ROE. Given the fund's stated "value segment" orientation, this suggests it avoids heavy-asset industries like banking and insurance (where P/B is more critical) and prefers light-asset service sectors (e.g., software, consulting) or intangible-intensive areas (e.g., patents, brands), where ROE is distorted (equity understated due to amortization of intangibles).

2. Implications of the "Feeder Fund" Structure for Tax Arbitrage

Establishing both domestic (Predecessor Fund) and offshore (Offshore Fund) channels allows U.S. and non-U.S. taxpayers to choose their entry vehicle according to their tax jurisdiction. For example, Offshore Fund investors can avoid U.S. estate taxes; the Predecessor Fund can leverage U.S. partnership tax pass-through advantages. This structure is common for funds with AUM over $500 million; if this fund is solely a Master Fund, it suggests AUM might be in the $100-$500 million range (to cover multi-entity operating costs).

3. Consistency Between Terms and Reporting Style

This sequel, with its standardized terminology and lengthy legal disclaimers, echoes the professional jargon in the Introduction section (if present). This "professional barrier" positions the fund as a boutique vehicle for institutional investors (e.g., pension funds, endowments), not retail products.

IV. Data Comparison Table (Supplement)

Dimension Fund Characteristic Industry Typical Characteristic Magnitude of Difference
Management Fee 1% 1.5% (mid-sized funds) -0.5%
Performance Fee Hurdle No high-water mark? 90% use high-water mark Higher risk
Number of Benchmarks 5 (incl. hedge index) 3 (common) More comprehensive
Lock-up Period Not mentioned 6-12 months common Requires PPM review
Minimum Investment Not disclosed Typically $500K - $5M TBD
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Note: Industry data compiled from Preqin 2023, HFR 2023, SEC Form ADV averages.