Velanne Asset Management Limited

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Velanne Asset Management Limited
CRD #291249
SEC #801-112294
CIK #0001766802
AUM
Employees 11 (45% Investors, 0% Brokers)
Fees
Minimum
Phone011442036369180
AddressStrand Bridge House
London, United Kingdom
Source [IAPD] [EDGAR] [Website]
Total AUM ($M)
4503602701809002009201420192025
Fees and Compensation — Form ADV Part 2A (5/12/2021) [Brochure]
Item 5.            Fees and Compensation

Funds

The Velanne Global Equity Fund (“the “US Fund”) and the Velanne Global Equity (Ireland) Fund
(the “Irish Fund”) are privately offered commingled funds that are invested in global equity
securities. Unitholders that subscribe for Units before January 1, 2022 will pay fees according to
the following fee scale:

         First US$75,000,000                              0.80%
         Next US$75,000,000                               0.70%
         Thereafter                                       0.60%

Unitholders that subscribe for Units on or after January 1, 2022 will pay fees according to the
following fee scale:

         First US$25,000,000                              1.00%
         Next US$50,000,000                               0.80%
         Next $75,000,000                                 0.70%
         Thereafter                                       0.60%

Velanne staff and their related parties (including SP Ltd, its shareholders, Silchester and its staff
and their related parties) may hold interests in the Funds. These investments are made on the
same terms and subject to the same fees and liquidity rights as other Unitholder investments.

Fees paid by each Unitholder are based upon the market value of the units held by the Unitholder
rather than the value of the Fund itself. Fees are not generally negotiable. Fees are payable
monthly in arrears, although the actual timing of fee payments will depend on the underlying legal
domicile of the Fund and the terms of its operating agreements. Fees for the US Fund are paid
via redemptions to the extent necessary, from the units held by each Unitholder in the US Fund
on a monthly basis. Fees for the Irish Fund are treated as an expense of the Irish Fund itself and
rebates are paid to Unitholders holding more than US$25,000,000 of units to ensure that they
pay the effective fee scale set out above.

Unitholders will incur brokerage and other transaction costs as described in ‘Brokerage
Practices’. No other additional fees or expenses are charged.

The Funds pay their own direct trading expenses. Direct trading expenses include brokerage
commissions related to trade execution, “bid-ask” spreads, mark-ups, clearing fees, registration
and transfer fees, regulatory and governmental charges and duties, transactional fees and
expenses. The Funds must pay all income, dividend withholding, capital gains and other taxes
related to their underlying investments. In addition, the Funds may be required to reimburse
Velanne or third party service providers to the Funds for extraordinary legal expenses, (e.g.,
expenses incurred to protect or promote the investment rights or obligations of the Funds).

Velanne does not share, directly or indirectly, in the revenues generated by its Client transactions.
Velanne does not pay “soft dollar” commissions and/or receive “soft-dollar” benefits. Goods or
services that, if received without payment could be deemed “soft dollar” benefits or “inducements”
(such as broker research and transaction cost analysis of executed trades), are paid by Velanne
directly out of its own financial resources.

May 12, 2021                                                                                      -5-
Velanne Asset Management Limited – ADV Part 2A Brochure

Substantially all security trades are done at a single global execution only rate of commission.
Velanne may occasionally negotiate a further reduction in commission rates and/or periodically
“step out” and pay a higher rate if, as an example, it costs a counterparty more to trade a given
security than the normal execution only rate of commission or if a higher rate must be paid in
order to participate in a placement or secondary offering of securities.

Velanne pays all routine legal, audit and accounting fees related to the Funds. Velanne pays the
fees payable to the Custodians, Trustees, Fund Administrators, Managers, Managing Members,
Auditors, Tax Advisors and other similar service providers of the Funds. Velanne has paid all
expenses incurred in connection with the organization and formation of the Funds and the
ongoing issuance of units by the Funds. The Funds are not required to raise a minimum amount
of investment to defray these expenses. No reimbursement is permitted if the investment
management fees do not cover Velanne’s expenses.

Separate Accounts

Separate account client fees are generally payable monthly or quarterly in arrears. Separate
account clients are responsible for paying the fees and expenses of their custodian.

Clients invested in separate accounts pay their own direct trading expenses. Direct trading
expenses include brokerage commissions, bid-ask spreads, mark-ups, clearing fees, registration
and transfer fees, regulatory and governmental charges and duties and transactional fees and
expenses. Clients invested in separate accounts are obligated to pay all income and other taxes
related to their underlying investments. In addition, Clients invested in separate accounts may be
required to reimburse Velanne for legal expenses that Velanne determines are not routine (e.g.,
extraordinary legal expenses such as those incurred in connection with litigation to protect or
promote the investment rights or obligations of the investors invested in separate accounts and
legal or accounting expenses incurred in connection with reclaiming foreign withholding taxes).
Clients invested in separate accounts are responsible for paying their own legal, audit and
accounting fees as well as annual audit fees and tax return expenses (if any). Clients invested in
separate accounts pay any fees payable to their own custodians, trustees, fund administrators,
managers, auditors, tax advisors and other similar service providers.
Account Minimums and Types of Clients — Form ADV Part 2A (5/12/2021) [Brochure]
Item 7.            Types of Clients

Velanne intends to primarily manage privately offered pooled investment vehicles (e.g., the US
Fund and the Irish Fund), and advise separate account clients.

Conditions for Managing Accounts

The minimum initial subscription for units in the US Fund is US$2 million. The minimum
additional investment is US$100,000. Velanne may, in its sole discretion, accept or reject, in
whole or in part, any investment or impose conditions or restrictions on such investment.
Velanne’s minimum account size for a new separate account is US$250,000,000 or equivalent
dependent on the nature of the mandate.

May 12, 2021                                                                                    -6-
Velanne Asset Management Limited – ADV Part 2A Brochure

Unitholders may redeem all or part of their units in the US Fund on any Dealing Day by providing
Velanne with written notice at least ten (10) Business Days prior to the Dealing Day upon which
the redemption is to be effective. Certain documentation must also be returned at least six (6)
Business Days prior to such Dealing Day. Any redemption must ordinarily equal or exceed
$500,000 and following any such redemption, a Unitholder must ordinarily maintain units with
a minimum market value of US$1 million.

Transition Accounts

Velanne has the ability to direct current or prospective Unitholders making contributions to or
redemptions from the US Fund to use transition accounts. Transition accounts are temporary
custody accounts that are opened under the US Fund’s general legal structure. They are used to
facilitate large subscriptions and withdrawals. The transition account structure allows Velanne to
invest contributions outside of the US Fund’s direct assets or to liquidate holdings outside of the
US Fund’s direct assets (and therefore avoid impacting existing investors or remaining investors,
as the case may be). By investing new cash flows or liquidating the securities separately, the
incoming or outgoing investors bear their own market risk during the investment or redemption
period (usually one month or less, but this can be longer depending on market conditions), as well
as their own dealing costs. Velanne believes that these procedures safeguard the benefits of
commingled investing for all participants and represent a fair and equitable way of
accommodating periodic subscriptions and withdrawals. Prospective investors should refer to the
specific provisions of the US Fund’s Offering Memorandum for a complete discussion of
Transition Accounts and the risks involved.

Sideletter Agreements

Velanne generally will consider entering into a sideletter agreement only when rules governing
the investment by a specific Unitholder (such as state law or the governing documents related to
such Unitholder) requires a specific variation, provided that such change is not expected to
materially impact the other Unitholders, Velanne or other service providers to the Funds. It is
Velanne’s policy not to agree to any sideletter or other similar agreements that grant any
Unitholder or group of Unitholders preferential rights with respect to the payment or timing of
redemptions, indemnification from Velanne, the law governing Velanne’s and each Unitholder’s
responsibilities under the governing documents for the Funds, or access to data on a Fund’s
holdings or trading activity. Velanne will provide a summary of all sideletter agreements currently
in effect upon the written request of a current or prospective Unitholder. Velanne will also provide
a summary of all sideletter agreements on an annual basis when the Fund’s respective audited
financial statements are distributed.
Type Form D Funds Date Sold AUM
Other The Velanne Global Equity Fund [2018-05-31] 108.8 M 123.2 M
Filed 2020-12-02 (D/A) · Exemption 506(b), 3(c)(7) · Remaining Indefinite · Duration More than one year · Net Assets Decline to Disclose
AUM Breakdown Accounts AUM ($M)
By Client Type
(a) Individuals (other than high net worth individuals) 0 0.0
(b) Individuals (high net worth individuals) 0 0.0
(c) Banking or thrift institutions 0 0.0
(d) Investment companies 0 0.0
(e) Business development companies 0 0.0
(f) Pooled investment vehicles 3 407.1
(g) Pension and profit sharing plans 0 0.0
(h) Charitable organizations 0 0.0
(i) State or municipal government entities 0 0.0
(j) Other investment advisers 0 0.0
(k) Insurance companies 0 0.0
(l) Sovereign wealth funds and foreign official institutions 0 0.0
(m) Corporations or other businesses not listed above 0 0.0
(n) Other 0 0.0
Total 3 407.1
By Discretionary
Discretionary 3 407.1
Non-Discretionary 0 0.0
Total 3 407.1
By Non-United States Persons
Non-United States Persons 283.8
United States Persons 123.2
Total 3 407.1
Form D Directors Role # Filings # Firms 2011 - 2026
Timothy Linehan Director 14 5
Michael Cowan Executive Officer 12 5
Stephen Butt Executive Officer 9 5
John Reynolds Director 60 3
Nicholas Hughes Executive Officer 4 2
Anne Gudefin Executive Officer 1 1
Jake Thomson Director 1 1
EDGAR Form CIK 2011 - 2026
13F-HR [0001766802]
Firm Profile (Form ADV)
ServesInstitutional, Retail
LEI2138008MH9BMKRRJIE36
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