General Description of the Adviser
V3Limited LLC (the “Adviser” or “V3”) is a Delaware limited liability company with
offices in Radnor, Pennsylvania and Phoenix, Arizona. V3 commenced operations in
November 2013. Tim F. Wray and Todd A. Kellerman are the founders and principal
owners of V3 and have ultimate responsibility for the management, operations and
investment decisions of V3.
Description of Services Provided
Sub-Adviser to Other Investment Advisers
Investment advisers and family offices may engage V3 as a sub-adviser (“Sub-Advisory
Clients”) on a non-discretionary basis. In those instances, the investment advisers or family
offices engaging V3 retain their investment advisory relationship with their clients and
make the investment decisions on the clients’ behalf. V3 provides regular and continuous
investment advice to such Sub-Advisory Clients and their clients related to prospective and
existing investments in privately-held operating companies, private investment funds, real
estate, or special situations across a range of industries, asset classes and growth stages.
V3’s due diligence and analysis of existing and new investment opportunities in operating
companies as well as private investment funds may involve direct on-site due diligence of
the company’s and/or investment managers operations and management, competitive
benchmarking along with the evaluation and potential transaction and structuring oversight
and management of such companies and private investment funds.
V3 may provide clients purchase recommendations related to prospective investment
opportunities as well as recommendations for clients to make additional contributions to
existing private investments. V3 may also recommend its clients hold or sell existing
private investments. Depending on a client’s agreement, V3 may effect the transaction on
behalf of the client.
In some instances, V3 may negotiate changes in investment terms related to an existing
private investment on behalf of its clients.
Investment Manager to a Private Investment Fund
V3 serves as the investment manager of the V3 Opportunity Fund I LP (the “Fund”), a
private fund organized in Delaware whose General Partner is V3 Opportunity Fund GP
LLC (the “General Partner”), an affiliate under common control with V3.
V3 does not tailor its advisory services, investment objectives, or strategies for individual
Fund investors. The client of V3 is the Fund and not the underlying investors in the Fund.
The Fund, as V3’s client, may impose restrictions on V3 with respect to investing in certain
types of portfolio companies, but investors in the Fund are not permitted to restrict the
Fund’s investments.
For more detailed information about the Fund’s investment strategy and restrictions refer
to the Fund’s offering memorandum.
Investment Adviser to Managed Accounts
V3 may
provide advisory services to natural persons or entities that are, at minimum,
qualified clients, as the term is defined by the Investment Advisers Act of 1940 (the
“Advisers Act”), by establishing a discretionary or non-discretionary separately managed
account (each such account a “Managed Account” and each such client a “Managed
Account Client”).
V3’s investment advisory services are tailored to each client’s unique investment needs.
Depending on a client’s investment objectives and/or restrictions, V3 may recommend a
client continue to hold an existing investment, sell an existing position, invest in a new
investment opportunity or make an additional contribution to existing investments.
Depending on a client’s agreement, V3 may effect the transaction on behalf of the client.
In certain instances, V3 may negotiate changes in investment terms related to an existing
private investment on behalf of its clients. Fee arrangements and terms for each Managed
Account are individually negotiated.
The types of financial instruments that may be used are outlined in the investment advisory
agreement entered into between V3 and each Managed Account Client.
Depending on each client’s objectives, risk tolerance and/or restrictions, V3 may
recommend other investment advisers to assist Managed Account Clients determine
appropriate asset allocation, investment strategies and portfolio construction. Managed
Account Clients enter into separate agreements with such investment advisers in addition
to their advisory agreement with V3.
Special Projects and Consulting
V3 may enter into a form of consulting services agreement with operating companies held
as investments in the Fund, held by clients of Sub-Advisory Clients or held by Managed
Account Clients. V3 may also be engaged by third parties directly to perform consulting
services related to their direct private investment programs which may or may not include
investments held by Sub-Advisory Clients or Managed Account Clients. The scope of
these consulting services may involve strategic planning at the direct investment program
level, as well as, private investment fund and operating company level due diligence,
restructurings, transactions or operational transitions, or serving as interim management of
underlying operating companies or assisting in the realization of special situation or
distressed assets or providing investment reporting services. No principal of V3 currently
serves as trustee to any clients. However, one principal has been appointed successor
trustee, which does not become effective until a certain predefined event occurs.
Wrap Fee Programs
V3 does not participate in any wrap fee programs.
Regulatory Assets under Management
As of December 31, 2023, V3 advises $146,353,528 on a non-discretionary basis and
$762,043 on a discretionary basis.