Private company
T Ventures Management Co, Ltd.
Last updated Oct 21, 2026.
Overview
- HeadquartersY71
Corporate structure
T Ventures Management Co, Ltd. sits at the top of its group. 2 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of T Ventures Management Co, Ltd.
- Mark Heys Sherman Owns 50% to 75% of T Ventures Management Co, Ltd., since 03/2018 (Form ADV)
- Matthew (nmn) Koertge Owns 50% to 75% of T Ventures Management Co, Ltd., since 03/2018 (Form ADV)
- T Ventures Management Co, Ltd. Y7
- Gorilla Technology Group Inc. Stake · E9
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
T Ventures Management Co, Ltd. is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$765.8M2 6 accounts, all with discretion
- Employees5 4 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 6 ($765.8M)
- How it is paidA percentage of assets under its management; Fixed fees (other than subscription fees); Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-113297, CRD 296775 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- Matthew (Nmn) Koertgeowns 50% to 75%, since 03/2018
- Mark Heys Shermanowns 50% to 75%, since 03/2018
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 8/14/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
T Ventures Management Co, Ltd, doing business as Titanium Ventures, is a venture capital investment adviser that provides investment advice and management services to pooled investment vehicles. For purposes of this Brochure, the “Adviser”, “Titanium Ventures”, or “T Ventures” means T Ventures Management Co, Ltd., a Guernsey limited company, together (where the context permits) with its affiliated general partners of the Funds (as discussed below) and other affiliates that provide advisory services to and/or receive advisory fees from the Funds. Such affiliates may or may not be under common control with T Ventures Management Co, Ltd., but possess a substantial identity of personnel and/or equity owners with T Ventures Management Co, Ltd. These affiliates may be formed for tax, regulatory or other purposes in connection with the organization of the Funds or may serve as general partners of the Funds. Mark Sherman and Matthew Koertge are the principal owners of T Ventures Management Co, Ltd. The Adviser provides investment supervisory services to investment vehicles (the “Funds” or “Clients”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). All Funds currently managed by T Ventures are disclosed on its Form ADV 1A, Section 7.B.1. The Funds make venture capital-related investments generally focused on technology companies. T Ventures’ advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments, and disposing of such investments. The Adviser may serve as the investment adviser or general partner to the Funds in order to provide such services. The Adviser provides investment supervisory services to each Fund in accordance with the limited partnership agreement (or analogous organizational document) of such Fund or separate investment and advisory, investment management or portfolio management agreements (each, an “Advisory Agreement”). Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable general partner, and not individually to the investors in the Funds. Services are provided to the Funds in accordance with the Advisory Agreements with the Funds and/or organizational documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Limited Partnership Agreement, the organizational or offering documents of the applicable Fund, Advisory Agreements and/or side letter agreements negotiated with investors in the applicable Fund (such documents collectively, a Fund’s “Organizational Documents”). The Adviser does not participate in wrap fee programs. As of June 30, 2026, the Adviser’s regulatory assets under management consisted of the following:
Discretionary: $765,761,431
Non-Discretionary: $0
Item 5: Fees and compensation Fees
The Adviser or its affiliates generally receive Management Fees and Carried Interest (each as defined below) or similar performance-based remuneration from a Fund. A Fund, and/or its portfolio companies may also make other payments to the Adviser or its affiliates for services provided to the portfolio companies which, in certain circumstances, may reduce the Management Fees payable to the Adviser. Additionally, consistent with the Organizational Documents of a Fund, the Fund typically bears certain out-of-pocket expenses incurred by the Adviser in connection with the services provided to the Fund and/or the portfolio companies. Further details about certain common fees and expenses are set forth below. Management Fees As compensation for investment supervisory services rendered to the Funds, the Adviser receives from each such Fund a Management Fee, typically at an agreed fixed rate for a fixed number of years and then subsequently calculated based on the remaining net invested capital, with respect to such Fund. Management Fees are payable quarterly in advance. Management Fees are reduced throughout the life of a Fund. Management Fees paid by a Fund may also be reduced by other fees or compensation received by the Adviser or its affiliates that relate to such Fund’s activities and investments, or by certain organizational or other expenses borne by such Fund, as described in more detail below. Management Fees paid by a Fund are indirectly borne by investors in such Fund. The precise amount and calculation of the Management Fees for each Fund are set forth in such Fund’s Limited Partnership Agreement, Advisory Agreement and/or the Organizational Documents received by each investor prior to investment in such Fund. Management Fee structures can differ from one Fund to another. Certain investors in the Funds that are employees, partners, members, directors, managers and officers of the Adviser or its affiliates, certain business associates (collectively, the “Adviser Investors”) will not typically pay Management Fees in connection with their investment in a Fund. Upon termination of an Advisory Agreement, Management Fees that have been prepaid are generally returned to Fund investors on a prorated basis. However, in certain instances, including in the case of termination for a non-causal event, the Adviser may be entitled to a compensation payment equal to the prior 12 months of management fees. In addition to the Management Fees discussed above, the Adviser and/or its affiliates will receive a Carried Interest allocation as described in Item 6 below. Other Fees Fees Payable by the Portfolio Companies The Adviser and its affiliates may, from time to time, perform transaction-related, management, advisory, financial advisory, monitoring, consulting and other services for, and receive fees
from, actual or prospective portfolio companies or other investment vehicles of the Funds, which fees will be in addition to the Management Fee and the Carried Interest paid by a Fund (such fees, together with the other fees described in this section, “Other Fees”). These services may include services provided by certain of the Adviser’s employees. The Other Fees may also include fees received by the Adviser and its affiliates in connection with service on the board of directors of a portfolio company, and the break-up fees received in connection with unconsummated transactions. The Management Fee payable by a Fund shall be reduced by an amount equal to 100% of any such Other Fees. The amount and manner of such reduction, if any is set forth in the Advisory Agreement and/or Organizational Documents of the applicable Fund. In many cases with respect to the implementation of the arrangements described above, there is not an independent third-party involved on behalf of the relevant portfolio company. Therefore, a conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the portfolio company. Expense Reimbursement Additionally, a portfolio company may reimburse the Adviser for expenses, including without limitation, due diligence costs (which without limitation may include: accounting and taxation reviews, legal reviews, intellectual property rights reviews, personnel background check reviews, technology reviews, independent experts and consultants), travel expenses, which may include expenses for travel, meals and entertainment expenses (including, as applicable, closing dinners and mementos, transportation and meals, social and entertainment events with portfolio company management, customers, clients, borrowers, brokers and service providers), expenses relating to training programs, meetings or other events (to the extent such programs, meetings or events are attended by portfolio company personnel), expenses relating to hiring portfolio company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses and similar out-of-pocket expenses, as well as consulting fees and other cash and non-cash compensation and expenses, incurred by the Adviser in connection with its performance of services for such portfolio company; such reimbursed expenses are generally not included in the definition of “Other Fees” under the terms of the applicable Organizational Documents, and such reimbursements are not subject to the Management Fee offset arrangements described above. To the extent not reimbursed by a portfolio company, such expenses may be paid or reimbursed by the applicable Fund, as described below. In addition to arrangements where the Adviser or its affiliates may receive reimbursements of expenses, the Adviser will make recommendations regarding the engagement of services providers or the incurrence of expenses by the Funds. Because certain expenses are paid for by the Funds and/or their portfolio companies or, if incurred by the Adviser, are reimbursed by a Fund and/or its portfolio companies, the Adviser may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. For a discussion of material conflicts of interest created by the receipt of such fees and reimbursements, please see Item 11 below.
Expenses Adviser Expenses To the extent provided in the Advisory Agreements and the Organizational Documents of the Funds, the Adviser will pay out of Management Fees all expenses and costs incurred by the Adviser in connection with providing services to the Funds to the extent not borne or reimbursed by a portfolio company, compensation of its investment professionals, rent, utilities, office expenses, portfolio company production expenses, those travel costs which are not considered Partnership expenses under the Organizational Documents, audit costs, staff recruitment costs, insurance costs, Information Technology costs, marketing costs, legal expenses, software costs, database costs, printing costs, Foreign Exchange hedging costs, and Fund organizational expenses and Adviser startup expenses not borne by the Fund. Fund Expenses Consistent with the Organizational Documents of the Funds, each Fund will bear all other expenses relating to it to the extent not borne by its portfolio companies including, without limitation: (i) all fees, costs, expenses, liabilities and obligations attributable to structuring, organizing, acquiring, financing, refinancing, managing, operating, holding, taking public or private, valuing, winding up, liquidating, dissolving and disposing of a Fund’s investments (including interest and fees on money borrowed by such Fund, the Adviser or the general partner of such Fund on behalf of the Fund, registration expenses, commitment, real estate title, survey, brokerage, finders’, custodial and other fees), (ii) legal (including fees, costs and expenses associated with obtaining any advice pursuant to structuring an investment to ensure limited liability protection of the Fund’s limited partners, to minimize taxes for the Fund’s limited partners and to avoid having a limited partner of the Fund pay income tax in a jurisdiction with respect to income not derived from the Fund), accounting, administration, custodian, depositary, auditing, insurance (excluding policies that would cover any person entitled to seek indemnification hereunder for any circumstance that would not qualify for indemnification under the Fund’s Limited Partnership Agreement and including directors and officers and errors and omissions liability insurance), litigation and indemnification costs and expenses, judgments and settlements, consulting, brokerage, finders’, financing, appraisal, third party valuation, filing. printing, title, transfer, registration and other fees and expenses (including fees, costs and expenses associated with the preparation or distribution of the Fund’s financial statements, tax returns, tax estimates and Schedule K-1s or any other administrative, regulatory or other Fund-related reporting or filing), (iii) costs and expenses of the Advisory Committee incurred in accordance with the Fund’s Limited Partnership Agreement, (iv) all fees, costs, expenses, liabilities and obligations incurred by the Fund, its general partner or any other Adviser-related person relating to investment and disposition opportunities for the Fund not consummated (including legal, accounting, auditing, insurance, consulting, brokerage, finders’, financing, appraisal, filing, printing, real estate title, survey, reverse breakup, termination and other fees and expenses) (“Abort Costs”), (v) all out-of-pocket fees, costs and expenses incurred by the Fund, its general partner or any other Adviser-related person in connection with the annual meeting of the limited partners of a Fund, (vi) the Management Fee, (vii) any taxes, fees and other governmental charges levied against the Fund or otherwise described in the Fund’s Limited Partnership Agreement, (viii) fees, costs and expenses that are classified as extraordinary expenses under IFRS, (ix) organizational expenses up to a certain amount, (x) all costs and expenses incurred in connection with the organization, management, operation, and dissolution, liquidation and final
winding up of any alternative investment vehicles and (xi) for certain Funds, a stub period management fee, but not including ordinary overhead and administrative expenses that are payable by the general partner of a Fund and/or the Adviser including those described in the Fund’s Limited Partnership Agreement, any fees, costs or expenses included in capital contributions that are used to fund the acquisition cost of an investment in a portfolio company and (C) excess organizational expenses. From time to time, the general partner of a Fund may create certain “alternative investment vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of investors (“AIVs”). In the event the general partner creates an AIV, consistent with the Organizational Documents of the Fund, the AIV, and indirectly, the investors thereof, will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the AIV. Expenses of the types borne by a Fund but associated with any feeder fund or similar vehicle organized to facilitate the participation of certain investors in the Fund (including, without limitation, expenses of accounting and tax services) may be borne by the Fund. Co-Investment Vehicle Expenses In certain cases, a co-investment vehicle, or other similar vehicle established to facilitate the investment by investors to invest alongside the Fund may be formed in connection with the consummation of a transaction. In the event a co-investment vehicle is created, the investors in such co-investment vehicle will typically bear all expenses related to its organization and formation and other expenses incurred solely for the benefit of the co-investment vehicle. The co-investment vehicle will generally bear its pro rata portion of expenses incurred in the making an investment. Allocation of Expenses From time to time the Adviser will be required to decide whether certain fees, costs and expenses should be allocated between or among Funds and/or other parties. Certain expenses may be the obligation of one particular Fund and may be borne by such Fund or, expenses may be allocated among multiple Funds and entities. The Adviser will allocate fees and expenses incurred in connection with the operations and management of a Fund between the Adviser and such Fund in accordance with the Organizational Documents of such Fund or Funds. However, while the Adviser intends to use good faith and its best judgment in connection with any such allocation, such allocations may require inherently subjective determinations and give rise to conflicts of interest due to the inherent biases in the process. The appropriate allocation among the Funds of expenses and fees generated in the course of evaluating and making investments often may not always be clear, especially where more than one Fund participates. For instance, if multiple Funds are considering making an investment that is not consummated, allocation of the expenses generated for the account of such Funds (such as expenses of common counsel and other professionals) will be made in good faith. Such expenses are typically not allocated to co-investment vehicles. In general, the Adviser intends to resolve all such matters on a pro-rata basis, using its best judgment, considering all factors it deems relevant, and typically will consult with (or in certain instances be required to obtain the approval of) the Funds’ Advisory Committee before making any such allocation.
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Methods of Analysis and Investment Strategies The Adviser seeks to build a diverse and risk mitigated portfolio across stage, geography and equity market exposure. The Adviser seeks to invest in compelling technology-related opportunities in the venture capital space which address an unmet or underserved need. The Adviser will make investments in portfolio companies based on the following investment criteria:
Investments must be in the Information and Climate Technology space
Investments can be made in any stage from Seed, Series A, Series B to pre-IPO, in privately held vehicles.
Investments can be made using equity instruments, debt instruments, hybrids and combinations thereof including but not limited to preferred shares, common shares, debt, convertible debt, warrants and options.
Investments can be made in recognized legal structures including but not limited to companies, partnerships, trusts, joint ventures, Variable Interest Entities (VIE) and special purpose vehicles. Investments can be made globally, with a bias towards revenues and/or operations in the USA, China, Australia, Southeast Asia, India, Europe, Canada and Israel, but not in entities that are located, resident or have material business operations in any territories or countries that are subject to a United Nations Security Council sanctions regime or Australian autonomous sanctions regime from time to time. The Adviser will ensure that it conducts appropriate probity and background reviews on portfolio companies and key personnel within portfolio companies (e.g. the founders and management team) prior to making investments.
The Adviser will only recommend investment after satisfactory completion of legal, accounting, personnel background checks and technical due diligence that is customary relative to the stage of development and size of the portfolio company and the investment. The Adviser shall use commercially reasonable efforts to obtain full information rights and board observer rights in each portfolio company but there is no guarantee that this can be achieved.
Investment restrictions are set out in the Organizational Documents of the Fund, and include: a)
The Fund will not invest in portfolio companies whose primary businesses is in real estate or the exploration of minerals and oil and gas;
b) Investments will typically, but not consistently, consist of minority shareholdings of less than 20% in any portfolio company; c)
The Fund shall not invest in publicly traded securities (including private placements of public company securities), but not including securities that were not publicly traded at the time of such investment;
d) The Fund shall not invest in uncovered options, futures contracts, or other derivative securities other than to hedge currency or interest rate exposure or to otherwise protect, hedge or enhance an existing or prospective investment in an existing or prospective Portfolio Company; In the course of making, managing and exiting an investment, the Fund shall not agree to any noncompete restrictions that would place restrictions on a Limited Partner. The Adviser may provide some of the Funds’ portfolio companies with support in a variety of areas, such as recruiting, strategy, regulatory matters, business development, financial discipline, and capital markets, among others. A Fund may seek to act as lead or co-lead investor in structured investment transactions when multiple investors are involved, which the Adviser believes will give a Fund access to more extensive due diligence information, however the Fund may have to invest in a non-lead investor capacity and therefore may have access to a limited set of due diligence materials and may further be unable to secure a board seat, board observer status or access to management information rights. Restrictions on Transfer An investment in the Fund involves certain risks and will be subject to certain restrictions on transferability as described in the Organizational Documents and as a result of the foregoing, the marketability of the investments will be severely limited. Risk of Loss As a general matter, the Adviser utilizes the methods of analysis and investment strategies described in the Organizational Documents applicable to its respective Funds. The information contained herein is a summary only. Investors and prospective investors should refer to those documents for a complete overview of the Adviser's methods of analysis and investment strategies. No Guarantee of Success. The Adviser does not guarantee the payment of distributions or repayment of capital by the Fund or any particular rate of return or the performance of the Fund and there can be no assurance that the rates of return historically achieved by any other fund managed by the Adviser will be achieved by the Fund.
There is no right to require the Adviser to return any capital contribution, or realize or transfer any portion of the investments, except in accordance with the Organizational Documents and that the Adviser is not required to redeem or buy back any investment. There can be no assurance that the Adviser’s investment objectives will be achieved, and actual investment results may vary substantially from the investment objective. Investors should be prepared to bear these risks. The success of the Adviser’s investment activities will depend on its ability to identify investment opportunities that have the proper risk/reward balance. No guarantee or representation is made that each Fund’s investment program will be successful. Availability of Investment Capital. Venture capital investments may require additional rounds of capital before the portfolio company reaches profitability. If an investor does not have funds available to participate in such required rounds of financing, that shortfall may have a significant negative impact on both the portfolio company and the value of the investor’s original investment. Although it will be the Fund’s policy to maintain sufficient reserves to allow it to participate in follow-on rounds of financings, the Funds may decide not to provide all necessary follow-on financing. Accordingly, third-party sources of financing will be required. There is no assurance that such additional sources of financing will be available, or, if available, will be on terms beneficial to the Fund. Furthermore, the Fund’s capital is limited and may not be adequate to protect the Fund from dilution in multiple rounds of portfolio company financing. Global Market Valuations and Volatility. The Funds are investing in companies which are typically highly valued. Global public equity markets valuations, private equity valuations and venture capital valuations at the time of writing are at very high levels which has implications to the Fund’s investment program. If there is a material market correction, the valuations of the portfolio companies and the Fund will be negatively affected. Furthermore, in the event of a market correction, the available investment capital may be materially reduced which will have adverse implications to portfolio companies because it may not be possible to raise additional capital, or if so, on much lower valuations. A significant market correction would also limit the portfolio companies’ ability to achieve liquidity events such as IPOs and M&A. Competition for Investments. Funds will compete with other entities for the acquisition of investments. Such competition may come from groups that have greater resources, reputation, track record and are owned by large and well-capitalized investors. There may be intense competition for investments of the type in which the Funds intend to invest, and such competition may result in less favorable investment terms than would otherwise be the case. Broken or Dead Deal Costs. Funds may incur bid, due diligence, legal or other costs on investments which may not be successful. As a result, the Funds may not recover all of its costs, which would adversely affect returns. The Funds may be unable to find a sufficient number of attractive opportunities to meet its investment objectives. There can, therefore, be no assurance that investments of the Fund will meet all the investment objectives, or that the Funds will be able to invest all of its available capital.
Capital Calls. Capital calls and Fund expense calls will be issued by from time to time at the discretion of the General Partner, based upon the General Partner’s assessment of the needs and opportunities of the Funds. To satisfy such capital calls, Limited Partners may need to maintain a substantial portion of their commitment in assets that can be readily converted to cash. Except as specifically set forth in the Funds’ Organizational Documents, each Limited Partner’s obligation to satisfy capital calls will be unconditional. A Limited Partner’s obligation to satisfy capital calls will not in any manner be contingent upon the performance of the Funds or upon any assessment thereof provided by the General Partner. Notwithstanding the foregoing, the General Partner will not be obligated to call 100% of the Limited Partner’s commitment during the Fund’s term. Nature of Investments. The Adviser has broad discretion in making investments for the Funds. Investments generally will consist of technology-related securities and other assets that may be affected by business, financial market or legal uncertainties. There can be no assurance that the Adviser will correctly evaluate the nature and magnitude of the various factors that could affect the value of and return on investments. Prices of investments may be volatile, and a variety of factors that are inherently difficult to predict, such as the value and uniqueness of the technology and IP, the performance of the executive team, domestic or international economic and political developments, competitive industry dynamics, financial forecasts and results and the prospects of particular companies selected by the Adviser for investment, may significantly affect the results of the Funds’ activities and the value of its investments. Consequences of Default. If a limited partner of a Fund fails to pay in full any requested capital contributions, and such default is not cured, the general partners of such Fund may take certain actions which may result in a penalty being applied to such defaulting limited partner. Additionally, such general partner may pursue any available legal or equitable remedies, with the expenses of collection of the unpaid amount, including attorneys’ fees, to be paid by such defaulting limited partner. The general partners will be granted such powers to deal with defaulting limited partners as specified in the Funds’ Partnership Agreement. If a limited partner fails to pay any of its capital commitment when due, and the capital contributions and unused capital commitments of non- defaulting limited partners and borrowing by the Fund are inadequate to cover the defaulted capital contribution, the Funds may be unable to pay its obligations when due. As a result, the Fund may be subjected to significant penalties that could materially adversely affect the returns to the limited partners (including nondefaulting limited partners). In addition, any default of a limited partner in respect of its capital contribution obligations may reduce the amount of Fund capital available for investment or other activities. Lack of Diversification/Portfolio Concentration. Fund portfolios may not be diversified among industries, types of securities, or a wide range of issuers. Accordingly, the investment portfolio of Funds managed by the Adviser may be subject to more rapid change in value than would be the case if the Funds were required to maintain a wide diversification among industries, investment areas, types of securities and issuers.
Item 7: Types of clients
In general, except as otherwise provided in the Organizational Documents of a Fund, the complete management and conduct of such Fund shall be vested exclusively in the respective general partner entity of such Fund. The general partner of a Fund may cause such Fund to appoint the Adviser, which Adviser shall manage the operations of such Fund and shall perform such duties, powers and functions attributed to the general partner of such Fund pursuant to the Organizational Documents as the general partner of such Fund delegates to the Adviser pursuant to a management agreement of the Fund. For the avoidance of doubt, the Adviser shall provide investment advisory services to the Funds (subject to the direction and control of the general partner of each such Fund) and not individually to
investors in such Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds that are U.S. persons (as defined in Rule 902(k) promulgated under the Securities Act) are generally “accredited investors” as defined under the Securities Act and “qualified purchasers” as defined in the 1940 Act, and may include, among others, high net worth individuals, trusts, estates, charitable organizations, university endowments, limited partnerships and limited liability companies or other entities. Minimum investment commitments may be established for investors in the Funds. The general partner of each Fund may in its sole discretion permit investments below the minimum amounts set forth in the Organizational Documents of such Fund.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
In accordance with the respective Organizational Documents of a Fund, a portion of the profits, if any, of each Fund is distributed to its general partner as “carried interest” (the “Carried Interest”). Each general partner of a Fund is a related person of the Adviser. Carried Interest paid by a Fund is ultimately borne by investors in such Fund. It should be noted that the possibility that the Adviser or an affiliate may receive performance-based compensation creates a potential conflict of interest in that it may create an incentive for the Adviser to make investments that are riskier or more speculative than in the absence of such performancebased fees. The Adviser’s fiduciary obligation applies in every aspect of its dealings with the Funds. To address this conflict, the Adviser has adopted policies and procedures pursuant to which allocation decisions may not be influenced by fee arrangements, and investment opportunities will be allocated in a manner that the Adviser believes is consistent with the applicable Advisory Agreement(s) and its obligations as an investment adviser.
Item 10: Other financial industry activities and affiliations Conflicts of interest
Neither the Adviser, nor its management persons are registered or have an application pending to register as a broker-dealer or registered representative of a broker-dealer. Neither the Adviser, nor its management persons are registered, or have an application pending to register, as a futures commission merchant, commodity pool operator, commodity trading advisor, or an associate person of the forgoing. Various entities serve as general partners or managing members of the Funds and are related persons of the Adviser. In addition, the Adviser shares office space and receives other operational support from a Fund limited partner, Telstra Corporation Limited (“Telstra”). Telstra is Australia’s largest telecommunications company which is listed on the Australian Stock Exchange (ASX:TLS) with a market capitalization of approximately $36 billion AUS. The origin of one of the Adviser’s Funds was established by Telstra in 2011 when Telstra Ventures commenced operations as a 100% owned
subsidiary of Telstra. Telstra remains as the largest and majority investor in one of the Funds. The incentive to provide favorable treatment to Telstra at the expense of other Fund investors is mitigated by the Adviser’s policies regarding the allocation of both Fund expenses and investment opportunities. For a full description of material conflicts of interest created by the relationship among the Adviser and the general partner and managing members, as well as a description of how such conflicts are addressed, please see Item 11 below. The Adviser and its personnel can be expected to receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of the Funds that will neither be subject to an offset against any Management Fees payable to the Funds nor will otherwise be shared with the Funds, investors and/or portfolio companies. For example, airline travel or hotel stays incurred as Fund or account expenses typically result in cash rebates, “miles,” “points” or credit in loyalty/status programs, and such benefits and/or amounts will, whether or not de minimis or difficult to value, inure exclusively to the Adviser and/or such personnel (and not the Funds, investors and/or portfolio companies) even though the cost of the underlying service is borne by the Funds, investors and/or portfolio companies. The Adviser does not recommend or select other investment advisers for compensation.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics The Adviser has adopted a written Code of Ethics that is applicable to all of its partners, officers and employees, as well as officers and employees of its affiliates and certain independent contractors (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (as amended, the “Advisers Act”), establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations. Adviser Personnel and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with the Adviser’s Chief Compliance Officer (“COO”) as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps the Adviser detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, profit disgorgement, fines, censure, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. A copy of the Code of Ethics is available to any client or prospective client upon written request to the Adviser’s CCO at the contact information listed in Item 1. Participation or Interest in Client Transactions The Adviser and Adviser Investors may invest in and alongside the Funds, either through the General Partners, as direct investors in the Funds or otherwise. A Fund or its General Partner, as
applicable, may reduce all or a portion of the Management Fee and Carried Interest related to investments held by such persons. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that potential investors in a Fund or a co-investment opportunity (see below) may ask different questions and request different information, the Adviser may provide certain information to one or more prospective investors that it does not provide to all of the prospective investors or limited partners. Conflicts of Interest The Adviser and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transaction-related, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund may, from time to time conflict with the interests of the Adviser, other Funds or their respective affiliates. Certain of these conflicts of interest, as well a description of how the Adviser addresses such conflicts of interest, can be found below. The Adviser may, from time to time, establish certain investment vehicles through which Adviser Investors may invest alongside one or more Funds in one or more investment opportunities. Such vehicles, referred to herein as “co- investment vehicles,” may, in certain instances, be contractually required to purchase and sell certain investment opportunities at substantially the same time and substantially the same terms as the applicable Fund that is invested in that investment opportunity. Such co-investment vehicles could be waived from paying Management Fees or Carried Interest. As a general matter, the general partner of a Fund shall refer to the Advisory Committee any actual or potential conflict of interest involving Adviser related persons, on the one hand, and the Fund, AIV, portfolio company, or their respective affiliates, on the other hand, and shall not take any action that would give rise to such conflict of interest or potential conflict of interest without the prior written consent of the Advisory Committee. Resolution of Conflicts In the case of all conflicts of interest, the Adviser’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using the Adviser’s best judgment, but in its sole discretion. In resolving conflicts, the Adviser will consider various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors generally mitigate, but will not eliminate, conflicts of interest: (1)
A Fund will not make an investment unless the Adviser believes that such investment is an appropriate investment considered from the viewpoint of such Fund;
(2)
Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the Organizational Documents for the Funds;
(3)
Generally, each Fund has (or will have) an advisory committee, consisting of representatives of investors not affiliated with the Adviser. The advisory committees will play an important role in resolving conflicts by approving or disapproving the appropriateness of decisions that involve significant conflicts of interest referred to it the appropriate General Partner;
(4)
Where the Adviser deems appropriate, unaffiliated third parties may be used to help resolve conflicts, such as the use of an investment banker to opine as to the fairness of a purchase or sale price; and Prior to subscribing for interests in a Fund, each investor may conduct due diligence and ask questions or request information relating to significant potential conflicts of interest arising from the proposed activities of the Fund.
(5)
In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of investors in situations where conflicts may exist, although these provisions do not eliminate such conflicts. In certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all of the conflicts that may be faced by a Fund. Other conflicts may be disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. Allocation of Investment Opportunities Among Clients In connection with its investment activities, the Adviser may encounter situations in which it must determine how to allocate investment opportunities among various clients and other persons, which may include, but are not limited to, the following:
The Funds;
Any co-investment vehicles that have been formed to invest side-by-side with one or more Funds in all or particular transactions entered into by such Fund(s) (the investors in such co-investment vehicles may include Adviser Investors and/or individuals and entities that are not investors in any Funds (“Third Parties”));
Adviser Investors and/or Third Parties that wish to make direct investments (i.e., not through an investment vehicle) side-by-side with one or more Funds in particular transactions entered into by such Fund(s); and
Adviser Investors and/or Third Parties acting as “co-sponsors” with the Adviser with respect to a particular transaction.
The Adviser has adopted written policies and procedures relating to the allocation of investment opportunities and will make allocation determinations consistently therewith. The Funds are generally subject to investment allocation requirements (collectively, “Investment Allocation Requirements”), which will also apply directly or indirectly to certain co-investment vehicles with investments contractually tied to the Funds. Investment Allocation Requirements are generally set forth in the instrument under which the Fund was established (such as a Fund’s Organizational Documents).
Allocation of Co-Investment Opportunities and Secondary Transactions The Adviser expects that it may from time to time determine that it is desirable for all or any portion of an investment opportunity to be purchased by third parties including, without limitations, investors, strategic partners, other investors or such persons acting as finders or brokers of transactions or other third parties, and any such amounts may be offered to one or more co- investors pursuant to the procedures included in such Funds’ Organizational Documents and as set forth in the following paragraphs. No investor has a right to participate in any such co-investment opportunities and investing in a Fund does not give an investor any rights, entitlements or priorities to co-investment opportunities, subject to any side letter entered into with an investor that provides such investor with certain rights in respect of co-investments. Decisions regarding whether and to whom to offer such co-investment opportunities, as well as terms on which a co-investment is made, are made in the sole discretion of the General Partner of the applicable Fund. Such co-investment opportunities typically will be offered to some and not other investors, in the sole discretion of the General Partner and investors may be offered a smaller amount of co-investment opportunities than originally requested. In addition, third parties – rather than one or more investors – will from time to time be offered such co-investment opportunities, in the sole discretion of the applicable General Partner. Additionally, non-binding acknowledgements of interest in co-investment opportunities are not Investment Allocation Requirements and do not require the Adviser to notify the recipients of such acknowledgements if there is a co-investment opportunity. In exercising its discretion to allocate co-investment opportunities with respect to a particular investment among the potential co-investors, the Adviser may consider some or all of a wide range of factors, which include, but are not limited to, one or more of the following:
The Adviser’s evaluation of the size and financial resources of the potential co- investment party and the Adviser’s perception of the ability of that potential co- investment party (in terms of, for example, staffing, expertise and other resources) to efficiently and expeditiously participate in the investment opportunity with the relevant Fund(s) without harming or otherwise prejudicing such Fund(s), in particular when the investment opportunity is timesensitive in nature, as is typically the case;
Any confidentiality concerns the Adviser has that may arise in connection with providing the other account or person with specific information relating to the investment opportunity in order to permit such potential co-investment party to evaluate the investment opportunity;
The Adviser’s perception of its past experiences and relationships with the potential coinvestment party, such as the willingness or ability of the potential co-investment party to respond promptly and/or affirmatively to potential investment opportunities previously offered by the Adviser and the expected amount of negotiations required in connection with a potential co-investment party’s commitment;
The character and nature of the co-investment opportunity (including the potential coinvestment amount, structure, geographic location, tax characteristics and relevant industry);
Level of demand for participation in such co-investment opportunity;
The Adviser’s perception of whether the investment opportunity may subject the potential
co-investment party to legal, regulatory, reporting, competitive, confidentiality, public relations, media or other burdens that make it less likely that the other account or person would act upon the investment opportunity if offered;
The Adviser’s evaluation of whether the profile or characteristics of the potential coinvestment party may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the potential co-investment party is involved in the same industry as a target company in which a Fund wishes to invest, or if the identity of the potential co- investment party, or the jurisdiction in which the potential co-investment party is based, may affect the likelihood of a Fund being able to capitalize on a potential investment opportunity); and
Whether the Adviser believes, in its sole discretion, that allocating investment opportunities to a potential co-investment party will help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer-term benefits (including strategic, sourcing or similar benefits) and other value to current or future Funds, portfolio companies and/or the Adviser.
Item 12: Brokerage practices Conflicts of interest
As Funds invest primarily in private equity ventures, the Adviser anticipates that investments in publicly traded securities will be infrequent occurrences (e.g., money market instruments pending investment in a portfolio company, securities held as a result of initial public offerings of portfolio companies, going-private transactions, etc.). However, to meet its fiduciary duties to the Funds, the Adviser has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Selection of Brokers and Dealers It is the obligation of the Firm, in placing each transaction for a Fund involving a broker-dealer, to seek “best execution” of the transaction. “Best execution” may not always mean obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), as it needs to take into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer in trading public securities which have only recently left escrow period, or a portion of the security is still subject to escrow and is therefore very thinly traded. It is often the case in venture capital that investments have only recently become public entities after the venture capital fund invested when it was a private company. This is the definition of the source of the Firm’s public securities. Therefore, the Firm will only engage in broker-dealer relationships with multinational broker-dealer firms who also have a specialized venture capital practice. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, the Firm’s Managing Partners (the “Managing Partners”) take into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, their experience in dealing with thinly traded ex-private company venture capital securities, , the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account escrow releases, market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other venture capital security transactions. To the extent consistent with achieving best execution, the Firm may also consider other business a particular broker or dealer may have done with the Firm, such as identifying investment opportunities, performing investment banking services and providing services to the Firm’s principals. When purchasing or selling over-the-counter securities with market makers, the Firm generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, the Managing Partners, in consultation with the Firm’s Chief Compliance Officer, will monitor broker-dealers on a deal by deal basis to assess the quality of execution of brokerage transactions effected on behalf of the Firm and each Fund. For each of the Funds, the Adviser has, subject to the direction of such Fund’s General Partner, if applicable, sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions. In placing each transaction for a Fund involving a broker-dealer, the Adviser will seek “best execution” of the transaction. “Best execution” may not always mean obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), as it needs to take into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer in trading public securities which have only recently left escrow period, or a portion of the security is
still subject to escrow and is therefore very thinly traded. It is often the case in venture capital that investments have only recently become public entities after the venture capital fund invested when it was a private company. This is the definition of the source of the Firm’s public securities. Therefore, the Firm will only engage in broker-dealer relationships with multinational broker-dealer firms who also have a specialized venture capital practice. The Adviser does not receive “soft dollars” in connection with its use of broker-dealers and does not currently maintain any such arrangements.
Item 14: Client referrals and other compensation Conflicts of interest
The Adviser has contracted and may contract in the future with certain persons who provide thirdparty solicitation services for the referral of qualified clients to the firm. The third-party solicitor receives compensation attributable to the Advisory Client solicited and referred by the third-party solicitor, provided that, to the extent required, each such solicitor has entered into a written agreement with the Adviser pursuant to which the solicitor will provide each prospective client with a copy of the Adviser’s Form ADV Part 2.
Item 9: Disciplinary information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or a potential client’s evaluation of the Adviser or the integrity of the Adviser’s management. The Adviser has no information applicable to this Item.
Item 13: Review of accounts
Oversight and Monitoring The investment portfolios of the Funds are generally private, illiquid and long-term in nature, and accordingly the Adviser’s review of them is not directed toward a short-term decision to dispose of securities. However, the Adviser closely monitors the portfolio companies of the Funds and generally maintains an ongoing oversight position in such portfolio companies. The portfolios are reviewed by a team of investment professionals on an on-going basis. The team generally includes the Managing Partners and other investment professionals of the Adviser. Reporting Investors in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund after the fiscal year end of such Fund, as well as quarterly performance reports after each fiscal quarter end. The Adviser and the applicable General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Fund to one or more investors in such Fund as they deem appropriate. The Adviser will distribute to each Investor other information periodically as the Adviser may deem appropriate.
Item 15: Custody
The Adviser and its related general partner entities are deemed to have custody of the assets of Fund assets pursuant to Advisers Act Rule 206(4)-2, due to the fact that the Adviser or an affiliate may serve as a general partner to the Funds. Cash and securities attributed to the Funds are required to be maintained by a ‘qualified custodian’ in such Fund’s name, unless the security is otherwise exempt from this requirement (e.g., certain privately offered securities). The financial statements of certain Funds will be (where applicable): (a) prepared or reconciled in accordance with US GAAP, (b) audited by an independent accounting firm that is registered with, and subject to regular
examination by, the Public Company Accounting Oversight Board (‘PCAOB’) and (c) distributed to the Fund’s investors (i) within 120 days following such fund’s fiscal year end and (ii) promptly after liquidation. Please see T Ventures’ Form ADV 1A, Schedule D – Miscellaneous for additional disclosures.
Item 16: Investment discretion
The Adviser has discretionary authority to manage securities accounts pursuant to a grant of authority in the Fund’s investment advisory contracts or Organizational Documents.
Item 17: Voting client securities
The Adviser has established written policies and procedures setting forth the principles and procedures by which the Adviser votes or gives consent with respect to securities owned by the Funds (“Votes”), and any class actions which to which the Funds may be an eligible party. The guiding principle by which the Adviser votes all Votes is to vote in the best interests of each Fund by maximizing the economic value of the relevant Fund’s holdings, taking into account the relevant Fund’s investment horizon, the contractual obligations under the relevant Advisory Agreements or comparable documents, and all other relevant facts and circumstances at the time of the vote. The Adviser does not permit Voting decisions to be influenced in any manner that is contrary to, or dilutive of, this guiding principle. It is the Adviser’s general policy to vote or give consent on all matters presented to security holders in any Vote stemming from security interests in private companies. By policy, the Adviser is not required to Vote on behalf of shareholders on public company matters. However, the Adviser reserves the right to abstain on any particular Vote or otherwise withhold its vote or consent on any matter if, in the judgment of the Adviser’s CCO or the relevant Adviser investment professional, the costs associated with voting such Vote outweigh the benefits to the relevant Funds or if the circumstances make such an abstention or withholding otherwise advisable and in the best interests of the relevant Funds. Funds generally cannot direct the Adviser’s Vote. All Voting decisions initially are referred to the Adviser’s Managing Partners or appropriate professional for a voting decision. In most cases, the Adviser’s Managing Partners will make the decision as to the appropriate vote for any particular Vote. In making such decision, he or she may rely on any of the information and/or research available to him or her. The Adviser’s CCO has the responsibility to monitor Votes for any conflicts of interest, regardless of whether they are actual or perceived. All Voting decisions will require a mandatory conflicts of interest review by the Adviser’s CCO in accordance with these policies and procedures, which will include consideration of whether the Adviser or any investment professional or other person recommending how to vote has an interest in how the Vote is voted that may present a conflict of interest. In addition, all Adviser investment professionals are expected to perform their tasks relating to the voting of Votes in accordance with the principles set forth above, according the first priority to the best interest of the relevant Funds. The Adviser’s CCO will use his or her best judgment to address any such conflict of interest and ensure that it is resolved in accordance with his or her independent assessment of the best interests of the Funds.
Where the Adviser’s CCO deems appropriate in his or her sole discretion, unaffiliated third parties may be used to help resolve conflicts. In this regard, the Adviser’s CCO shall have the power to retain independent fiduciaries, consultants, or professionals to assist with Voting decisions and/or to delegate voting or consent powers to such fiduciaries, consultants or professionals. Upon receipt of notification of a class action to which the Funds may be an eligible party, the Adviser will make the decision of whether or not to participate in line with the principles set forth above. Any proceeds from a class action will be passed along to the respective Funds. Copies of relevant proxy logs, identifying how proxies were voted in connection with a Fund are available to any client or prospective client upon written request to the Adviser’s CCO at the contact information available in Item 1.
Item 18: Financial information
The Adviser has no financial commitment that is reasonably likely to impair its ability to meet contractual and fiduciary commitments to the Fund. The Adviser has not been the subject of a bankruptcy petition.
Filings
2 filings to the SEC since October 2021: 2 other. The latest 2:
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
T Ventures Management Co, Ltd. has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
- Gorilla Technology Group Inc.SC 13G/A Aug 23, 2022 to Aug 25, 20234
Sources
The numbers on this page point here. Each one links to the record it came from.
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