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Titan Advisors, LLC: investment adviser
Titan Advisors, LLC is an investment adviser registered with the SEC (file 801-65606, CRD 135805). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $1.5B
- Discretionary
- 100%
- Accounts
- 37
- Employees
- 25
- In advisory roles
- 10
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 23 | $1.5B | 94.9% |
| Insurance companies | 13 | $78.2M | 5.1% |
How it is paid
- A percentage of assets under your management
- Fixed fees (other than subscription fees)
- Performance-based fees
Services
- Portfolio management for individuals and/or small businesses
- Portfolio management for pooled investment vehicles (other than investment companies)
- Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment vehicles)
- Selection of other advisers (including private fund managers)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Titan Advisors Holdings LLC | Company (U.S.) | Member | E 75% or more | Jul 2020 | Yes | |
| George Julian Fox | Person | CEO, principal and president | D 50% to 75% | Dec 2000 | Yes | |
| Richard A Leifels | Person | Principal | A 5% to 10% | Sep 2011 | Yes | |
| Frank Burns Stone | Person | Chief investment officer | A 5% to 10% | Jul 2026 | Yes | |
| Brian Edward Walsh | Person | Principal | A 5% to 10% | May 2015 |
Indirect owners (Schedule B)
| Owner | Owns a stake in | Type | Stake | Control | Public company |
|---|---|---|---|---|---|
| George Julian Fox | Titan Advisors | Person | D 50% to 75% | Yes |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
ADV Part II Brochure, filed Mar 30, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Titan Advisors, LLC (“Titan” or “we”) is a New York limited liability company that was founded in 2001. The principal owner of Titan is Titan Advisors Holdings LLC (“Holdings”). George Fox is the Managing Member of Holdings. Titan provides investment management services to privately offered investment pools (collectively the “Titan Funds”) and certain separately managed accounts (the “Managed Accounts” and together with the Titan Funds, the “Titan Clients”). Generally, the goal of the Titan Clients is to achieve consistent capital appreciation. The Titan Clients have various investment objectives and strategies, as further described in Item 8.
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The primary focus of Titan is to allocate the capital of the Titan Clients among various private investment vehicles, separate investment accounts (“Portfolio Funds”) and, in certain instances, direct investments in publicly traded securities or select private investments. The Portfolio Funds are managed by investment advisory firms that are not affiliated with Titan (each, a “Portfolio Manager”), and the assets of the Portfolio Funds are primarily invested in publicly traded equities, futures, and debt securities of United States and foreign issuers, as well as in other securities, as further described in Item 8. The Titan Funds include “master funds” into which certain other Titan Funds invest. For a further description of the Titan Funds, please see Items 7 and 8 below. Titan provides advisory services to the Titan Clients. Titan provides investment advice to the Titan Clients in a manner that is consistent with the investment objectives and strategies of each Titan Client, which are set forth in the applicable offering documents of each Titan Fund or the investment management agreement and investment policy statement of each Managed Account. The Titan Clients generally do not impose any restrictions on Titan regarding investing in certain securities or types of securities. As of December 31, 2025, Titan and its affiliates managed approximately $2,986,900,000.00 in client assets, approximately $1,533,700,000.00 on a discretionary basis and $1,453,200,000.00 on a nondiscretionary basis. Of the client assets, approximately $1,533,700,000.00 constitutes Regulatory Assets Under Management (RAUM).
Item 5. Fees and compensation
Titan and its affiliates receive compensation for their advisory services in the form of (i) management fees from certain of the Titan Clients and (ii) performance-based allocations or fees from certain of the Titan Clients. Certain Titan Funds (or classes or series thereof) are not subject to a management fee and/or a performance-based allocation or fee. All fees and allocations Titan earns are payable pursuant to the investment management agreement and/or partnership agreement applicable to each particular Titan Client and to which Titan (or an affiliate thereof) is a party, and the terms thereof are disclosed in each Titan Fund’s applicable offering documents.
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Management Fees Generally, each Titan Fund pays Titan (or an affiliate thereof) a management fee ranging from 0.30% to 1.75% per annum of such Titan Fund’s net asset value, provided that certain Titan Funds (or classes or series thereof) are subject to lower fees or are not subject to the payment of a management fee. Fees are paid by the Titan Funds quarterly or monthly, usually in advance. Each investor’s share of a Titan Fund’s management fees is deducted from such investor’s capital account or the net asset value of such investor’s shares held in the applicable Titan Fund. If investments of capital are made to a Titan Fund on any day other than the first day of a quarter or month, as applicable, the applicable management fee payable with respect to such capital is prorated for the remaining portion of the quarter or month and charged at the time of such investment. Generally, no reimbursements of management fees are made for any investments in a Titan Fund that are withdrawn prior to the end of a calendar
quarter, or in the case of any investment management agreements between Titan (or an affiliate thereof) and a Titan Fund are terminated prior to the end of a calendar quarter. Generally, each Managed Account pays Titan (or an affiliate thereof) a management fee ranging from 0.50% to 1.00% per annum of such Managed Accounts net asset value, in each case, as set forth in the investment management agreement for the applicable Managed Account. Fees are paid by the Managed Accounts quarterly or monthly, usually in arrears. If investments of capital are made to a Managed Account on any day other than the first day of a quarter or calendar month, as applicable, the applicable management fee payable with respect to such capital is prorated for the remaining portion of the period and charged at the time of such investment. Generally, no reimbursements of management fees are made for any investments in a Managed Account that are withdrawn prior to the end of a calendar quarter, or in the case of any investment management agreements between Titan (or an affiliate thereof) and a Managed Account are terminated prior to the end of a calendar quarter. Performance-Based Fees and Allocations Certain of the Titan Clients pay or allocate to Titan, generally at the end of each year, a performancebased fee or allocation equal to a percentage of the aggregate net profits (including both realized and unrealized gains and losses) associated with each investor’s investment in the applicable Titan Client. The applicable percentage is most frequently between 5% and 20% but may be higher or lower for certain of the classes and series of the Titan Funds. The payment of any performance-based fee or allocation is subject to a “high watermark”, which means that no performance fee or allocation for any applicable period shall be paid or reallocated from an investor’s capital account, shares or Managed Account until any unrecovered net losses previously allocated to the capital account, shares or Managed Account of such investor have been offset by subsequent net profits allocated to the capital account, shares or Managed Account of such investor. Any such “loss carryforward” amount applicable to an investor in a Titan Client or a Managed Account will be reduced proportionately to account for withdrawals of capital or redemptions of shares made by the investor but will not be affected in the event of additional capital contributions or purchases of shares made by such investor. For certain Titan Clients (or series or classes of interests or shares therein), the performance-based allocation or fee is subject to a preferred return (also known as a performance “hurdle”) before a performance-based allocation or fee is payable. Such hurdle may be a hard hurdle (where a performance-based allocation or fee is payable solely on profits in excess of the hurdle) or a soft hurdle (where a performance-based allocation or fee is payable on all profits once such hurdle is achieved). If an investor makes a withdrawal or a redemption from a Titan Client prior to the end of a fiscal year, the performance-based fee or allocation, if any, as applicable to the relevant Titan Fund or Managed Account with respect to the investor’s withdrawn investment, will be calculated and charged at such time. Certain of the Managed Accounts and certain of the Titan Funds invest all or a portion of their assets in other Titan Funds. Investors in such Titan Funds will only pay management fees and performance allocations or fees at one level. Although fees and allocations are generally not negotiable, Titan may, in its discretion, waive or reduce the management fee, the performance fee and/or performance allocation, as applicable, with respect to the investments of certain limited partners or shareholders in any Titan Fund, including with respect to investors that are affiliates or employees of Titan. Titan and its affiliates do currently waive or reduce fees and allocations with respect to employees of Titan or its affiliates and their respective family members, stake investors who invested at the time of launch of a Titan Fund and investors representing certain other strategic relationships.
Expenses In addition to the management fees and the performance allocations described above, each Titan Fund (and, indirectly, the investors therein) will pay additional expenses as are disclosed in its applicable offering documents. The expenses to be paid by each Titan Fund vary and generally include all expenses incurred in connection with the operation and investment activities of the applicable Titan Fund, and other expenses incurred with respect to such Titan Fund’s activities, including, without limitation, the management fees payable to Titan (or an affiliate thereof), fees payable to custodians and administrators, directors’ fees, legal, accounting, auditing, tax and other professional expenses (including, but not limited to, outsourced tax, accounting, compliance, bookkeeping and/or reporting services and the cost of accounting software packages (including software for regulatory reporting such as Form PF and AIFMD reporting)), investment related expenses (including, without limitation, third-party fees for initial and ongoing due diligence reviews of investments, contemplated investments, Portfolio Funds and Portfolio Managers, background checks on relevant entities and individuals, and commissions, costs associated with negotiating the terms of an investment and interest on margin accounts and other indebtedness) whether or not the related investment is consummated, commercially reasonable traveling costs related to selecting and monitoring the investments and the Portfolio Funds, other consulting and other professional fees relating to particular investments or contemplated investments, brokerage or other transaction costs and expenses incurred for investment-related monitoring services, investment-related consultants and agents), fees and expenses relating to services provided in connection with the pricing of investments of the Partnership (including the fees charged by any third party valuation service), databases, financial information services and risk measurement systems and consultants, software tools and services of data providers and risk aggregators, execution, order and portfolio management system expenses and fees, expenses incurred in connection with the legal entity identifier for a Titan Fund, clearing and settlement charges, bank service fees, legal expenses, accounting, audit and tax preparation expenses, tax compliance and filing related costs including FATCA and CRS compliance, expenses incurred in managing or liquidating any in-kind distributions received from Portfolio Funds, interest expense on Titan Fund borrowings (including borrowings to satisfy requests for withdrawal or redemption by such Titan Fund’s investors), the costs of any insurance obtained on behalf of a Titan Fund, its general partner and/or its investment manager (including, without limitation, liability insurance and directors and officers insurance), the costs of any litigation or investigation involving Titan Fund activities, regulatory expenses and licensing fees (including filing fees) associated with such Titan Fund and Titan, other expenses related to the purchase, sale or transmittal of a Titan Fund’s assets, expenses incurred in connection with the offering and sale of equity in a Titan Fund (including any Form D and “blue sky” filings fees, the fees and expenses payable to any exempt market dealer in connection with the subscription for shares in any province or territory of Canada and the costs of registrations and filings required in any jurisdiction), expenses incurred in connection with the collection of anti-money laundering/countering the financing of terrorism (“AML/CFT”) information required of prospective investors and investors of such Titan Fund, complying with any suspicious activities reporting obligations and other Bank Secrecy Act requirements relating to such activities and otherwise establishing, operating, enforcing and independently testing AML/CFT programs as required of investment advisers and/or such Titan Fund by applicable laws and regulations, costs of holding any meetings of the equityholders of a Titan Fund, costs of reporting and providing information to such Titan Fund’s investors, expenses incurred in connection with the liquidation and wind down of the Titan Fund and any of its investments, indemnification expenses, and any extraordinary expenses, including litigation and indemnification expenses. As further described in the offering memoranda for the Esker Funds (defined below), investors in the Esker Funds are also subject to their pro rata share of amounts payable to the internal portfolio
managers (the “PMs”) for the Direct Investments (defined below) of the Esker Funds. Generally, with respect to Direct Investments managed by a PM, such PM will be paid (a) an annual performance fee (subject to a high water mark) plus, in some cases for non-salaried PMs, (b) a monthly draw on such performance fee calculated as either a fixed dollar amount or a fixed percentage of the trading level for the Direct Investments managed by such PM. In addition to the management fees and the performance fees and allocations described above, to the extent set forth in each Managed Account’s investment management agreement with Titan, each Managed Account will pay: (1) operating expenses including custodian fees, account maintenance fees, brokerage, audit, tax and legal expenses (including, but not limited to, outsourced tax, accounting, compliance, bookkeeping and/or reporting services and the cost of accounting software packages); (2) a pro rata share of Titan’s expenses for its risk system or consultant; (3) fees and expenses relating to services provided in connection with the pricing of investments of a Managed Account (including the fees charged by any third party valuation service), databases, financial information services and risk measurement systems, software tools and services of data providers and risk aggregators, order and portfolio management system expenses and fees; (4) investment related expenses (including, without limitation, third-party fees for initial and ongoing due diligence reviews of investments, contemplated investments, Portfolio Funds and Portfolio Managers, background checks on relevant entities and individuals, and commissions, costs associated with negotiating the terms of an investment and interest on margin accounts and other indebtedness) whether or not the related investment is consummated, commercially reasonable traveling costs related to selecting and monitoring the investments and the Portfolio Funds, other consulting and other professional fees relating to particular investments or contemplated investments, brokerage or other transaction costs and expenses incurred for investment-related monitoring services, investment-related consultants and agents); provided, that such costs may be shared with other Titan Clients; and (5) expenses incurred in connection with the liquidation and wind down of the any of a Managed Account’s investments (including expenses incurred in managing or liquidating in-kind distributions received from Portfolio Funds). Additionally, each Titan Client’s investment in Portfolio Funds is subject to the fees and expenses of the Portfolio Funds, including a pro rata share of brokerage or other transaction costs on securities trades, as well as management fees and performance-based fees or allocations payable to the relevant Portfolio Managers by the Portfolio Funds. Generally, the Titan Clients will not directly incur brokerage or transaction costs, provided that a few Titan Funds that make direct investments in securities (such as the Titan Direct Funds) and certain managed account vehicles through which Titan Funds invest will incur direct brokerage and transaction costs. See Item 12 for additional information. No Compensation for Sale of Securities Titan and its supervised persons do not accept any compensation for the sale of securities or other investment products or any interests in the Titan Clients.
Item 6. Performance-based fees and side-by-side management
As noted above, certain of the Titan Clients pay performance-based fees or allocations to Titan and its affiliates. Other Titan Funds (or classes of interests or shares therein), including many of the “Titan Legacy Funds” (as described in Item 8), do not pay any such performance-based compensation. In addition, the applicable percentage of the performance-based compensation payable by certain Titan Clients is different than for other Titan Clients that are also subject to performance-based compensation. Titan may have a financial incentive to allocate superior investment opportunities to Titan Clients that are subject to performance-based compensation, or for which the applicable
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percentage rates of such compensation are higher. However, in instances when an investment opportunity in a Portfolio Fund is appropriate for more than one Titan Client, we generally seek to make that investment available to each applicable Titan Client at the same time and at the same price, although it may not always be possible for each applicable Titan Client to invest the full amount that it desires to invest in a Portfolio Fund with limited capacity. Titan maintains allocation policies and procedures that are designed to ensure that investments made by each Titan Client are made in a fair and equitable manner and do not result in one or more Titan Clients being favored over other Titan Clients due to different fee structures or for any other reasons, and allocation of investment opportunities among various Titan Clients will be made in the judgment of Titan and its affiliates, based on such factors as they may reasonably and equitably determine. In addition, Titan’s compliance team periodically reviews allocations and conducts a more in-depth review of allocations and the allocation process on an annual basis, in an effort to seek to ensure that no Titan Clients are being favored over other Titan Clients in connection with allocations of investment opportunities.
Item 7. Types of clients
Generally, Titan’s advisory clients are the Titan Funds and the Managed Accounts. Investors in the Titan Funds and the Managed Accounts include institutional investors such as charitable organizations, pension plans, corporations, unregistered funds, and insurance carriers (including separate accounts established by insurance carriers for the benefit of specified insurance policy or annuity holders). Additionally, high net worth individuals and trusts or family office entities invest in the Titan Funds. In selected instances, “custom” fund clients may hold the Portfolio Funds directly. In those instances, Titan’s client is the asset owner, which may be an institutional investor or high net worth individual.
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Categories of Titan Funds The Titan Funds can be divided into four categories: (1) commingled investor funds, (2) insurancededicated funds, (3) “custom” funds and (4) direct investment funds. Commingled Investor Funds Investors in the commingled investor funds include high net worth individuals, trusts, charitable organizations, pension plans, corporations, unregistered funds, and other institutional investors. There are several primary investment strategies employed by Titan for these commingled investor funds: •
“Titan Diversified/Multi-Strategy Funds” - multi-manager investment strategy allocating assets to a diversified portfolio of Portfolio Funds. Such Portfolio Funds are expected to invest primarily in publicly traded equity, futures and debt securities of United States and foreign issuers, and may also invest in other securities, including restricted securities, options and other derivative instruments.
•
“Titan Credit Funds” – multi-manager investment strategy allocating assets to Portfolio Funds executing credit and event-driven strategies. Such Portfolio Funds are expected to invest in one or more of the following: (i) equity and debt securities of companies undergoing a transformative event, (ii) corporate debt instruments, both performing and distressed, (iii) securitized assets such as residential mortgage-backed securities, commercial mortgage-backed securities and
collateralized loan obligations, (iv) municipal securities and/or (v) special purpose vehicles (“LF SPVs”) that provide financing in connection with one or a related series of legal claims (each, a “Claim” and collectively, the “Claims”) in exchange for the right to receive a portion of any recovery from such Claims. •
“Titan Long/Short Equity Funds” – multi-manager investment strategy that emphasize investments into Portfolio Funds and/or separate investment accounts that focus on fundamental securities valuations and include both long positions in securities considered undervalued and short positions in securities considered overvalued.
•
“Titan Specialized Funds” – specialized vehicles to (i) make specific co-investments, (ii) make selected private investments or (iii) allocate assets to Portfolio Funds that are managed by “emerging managers”, which are Portfolio Managers that Titan considers to include managers of smaller Portfolio Funds that have yet to receive significant attention from investors.
Insurance-Dedicated Funds Titan advises the “Titan Legacy Funds”, which are insurance-dedicated funds. Interests in these Titan Legacy Funds are only offered to prospective insurance company investors (collectively, the “Companies”) on behalf of one or more of their separate accounts for the holders of variable life insurance and variable annuity contracts to be issued by the Companies (collectively, the “Contracts”). Interests in the Titan Legacy Funds are designed to be an investment option under such Contracts. Custom Funds Custom Funds are established for single or small groups of investors who plan to invest substantial amounts. Custom Fund investors have the opportunity to define investment targets or guidelines in cooperation with the Titan investment team, but generally, the Custom Funds will pursue investment strategies similar to the strategies employed for one or more of the “fund families” described above. Direct Investment Funds Titan advises certain Titan Funds that make direct investments in publicly traded securities (collectively, the “Titan Direct Funds”) following the investment strategy set out in the offering documents for such Titan Direct Funds. Investments may consist of a hybrid of both Portfolio Fund investments together with the direct investments described above. Currently, the Titan Direct Funds are comprised of: (i) Esker Point LP and Titan Fund I SPC – Esker Point SP (collectively, the “Esker Funds”), two Titan Direct Funds that invest in assets or strategies that Titan believes present significant commodity related opportunities; and (ii) a Titan Direct Fund that invests in equities and securities of companies in the biotechnology sector.
All investors in each Titan Fund that is organized within the United States (typically, as Delaware limited partnerships) (“Domestic Funds”) and all U.S. investors in each Titan Fund that is organized outside of the United States (typically, as a Cayman Islands exempted company) (“Offshore Funds”) are generally required to be (i) “accredited investors” as defined in Regulation D under the Securities
Act of 1933, as amended, and (ii) “qualified purchasers”, as defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended (or, in the case of such investors in certain Titan Funds, “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Titan Funds that are Offshore Funds and have not elected to be classified as a partnership for U.S. federal income tax purposes are generally only open to investment by U.S. taxexempt investors and non-U.S. investors. Each investor in a Titan Fund will be required to make certain representations and warranties in a subscription agreement in connection with its investments in the applicable Titan Fund. The minimum required investment in each of the Titan Funds varies for each Titan Fund, generally ranging from $100,000 to $50,000,000. The minimum investment in each Titan Fund is subject to waiver by such Titan Fund’s general partner (Titan or an affiliate thereof) or its Board of Directors, as applicable.
Item 8. Methods of analysis, investment strategies and risk of loss
General The objective of the Titan Clients is to provide consistent capital appreciation. To achieve this objective, Titan allocates the assets of most Titan Clients primarily among one or more private Portfolio Funds which, in turn, are expected to invest primarily in publicly traded equities, futures and debt securities of United States and foreign issuers. Portfolio Funds may also invest in other securities, including restricted securities, options, other derivative instruments and securities related to structured credit vehicles. Portfolio Funds will be managed by Portfolio Managers selected primarily for their specialized expertise and significant investment histories and/or prospects, as determined by Titan.
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The Titan Direct Funds also allocate all or a substantial portion of their assets to direct investments in publicly traded securities, such as equities, exchange traded funds or futures, that provide exposure to certain sectors, commodities, or currencies, including cryptocurrencies. In addition, several of the Titan Specialized Funds invest, directly or indirectly, in one or more private companies and securities that at the time of acquisition are not publicly traded. Each Titan Fund is managed in accordance with the specific strategies set forth in the offering documents for such Titan Fund and pursuant to the terms of each Titan Fund’s respective governing documents. Each Managed Account is managed in accordance with the investment management agreement and investment policy statement of such Managed Account. Titan will have discretion to invest each Titan Client’s assets (directly and/or indirectly through investments in other Titan Funds) in Portfolio Funds in a manner that it considers will best achieve the objectives of such Titan Client, subject to the availability of Portfolio Funds in which to invest, cash flows and other factors. The Portfolio Funds in which the Titan Clients invest utilize strategies that primarily fall into one of following broad categories: •
Long/short equity strategies, including sector specific and trading oriented strategies,
•
Multi-faceted event driven strategies,
•
Global macro strategies (including strategies that may particularly emphasize the use of futures trading),
•
Credit strategies, including long/short – credit (often utilizing derivatives to take short exposure) and structured credit investments,
•
Thematic macro strategies that seek to capitalize on investment opportunities arising from market pressures and
•
Multi-strategy, which may combine one or more the strategies listed above, as well as other hedge fund strategies, including, to a lesser extent, equity and balance sheet arbitrage, fixed income and special situations investing or other non-traditional investment disciplines.
Each Portfolio Manager will make the actual investment decisions with respect to the Portfolio Fund it manages. Titan will select the Portfolio Funds into which a Titan Client’s assets will be allocated and may reallocate such assets upon evaluating the performance and other aspects of the Portfolio Managers and the Portfolio Funds they manage. Titan’s ability to make such reallocations may be constrained by the limited withdrawal rights of the Portfolio Funds. Titan’s research and analysis process is led by its senior professionals and incorporates both qualitative and quantitative research elements. The qualitative aspect focuses on meeting potential Portfolio Managers and reviewing their risk management and investment style. We seek to corroborate the manager’s description of his/her investment style and experience by speaking to other members of his/her investment team and to those who have worked with him or her in the past, either directly as coworkers, or indirectly, for example, as an executing broker. Concurrently, we perform a quantitative analysis of performance, exposures, volatility and correlation with peers and broader indices. A separate Titan due diligence team reviews the Portfolio Manager’s operations to seek to minimize fraud risk and gain comfort with the Portfolio Funds’ ability to provide timely and accurate reporting. Finally, Titan’s investment committee reviews the portfolio as a whole to achieve a diversification of investment risks and strategies across each Titan Client’s portfolio. Material Risks Investments in each Titan Client present potentially significant risks and are not intended as a complete investment program. Investing in securities involves risk of loss that investors should be prepared to bear. The following material risks relate generally to the investment strategies and methods of analysis for the Titan Clients. However, not all of these risks will be equally relevant to each Titan Client that we manage at any time, and some of these risks may only be applicable to certain, but not all, Titan Clients. Additional risks relating to certain specific strategies of certain Titan Clients are also described below. Risks of the Multi-Manager Strategy and Technique. Titan will not have any control over the investments made by Portfolio Managers. Furthermore, Titan’s ability to reallocate capital among the Portfolio Funds will be constrained by the withdrawal limitations imposed by the Portfolio Funds. These withdrawal limitations will prevent a Titan Client from reacting rapidly to market changes should a Portfolio Manager fail to effect portfolio changes consistent with such market changes and the demands of Titan. Such withdrawal limitations will also restrict Titan’s ability to terminate investments in Portfolio Funds that are poorly performing or have otherwise had adverse changes. In addition, at times when Portfolio Funds offer limited availability to investors, Titan may allocate such limited availability among and between multiple entities and series managed by it or its affiliates, resulting in a Titan Client portfolio which differs from the portfolio which might result if Titan only managed one Titan Client. Although Titan intends to use certain criteria in evaluating and monitoring Portfolio Funds, there is no such assurance that Titan will use the same criteria for all Portfolio Funds. Although Titan employs a due diligence process to review each Portfolio Manager’s back office and accounting systems and obtains third party verifications and background checks, there is no assurance that such efforts will detect fraud, malfeasance, inadequate back-office systems or other flaws or problems with respect to the Portfolio Manager’s operations and activities. It is possible that not all of the entities managed by Titan and its affiliates will invest, whether on a pro rata basis or otherwise, in all of the Portfolio Funds invested in by a Titan Client. The multi-manager approach may also limit Titan’s access to information about a Titan Client’s investments on a regular basis. Investors in the various Portfolio Funds typically have no right to demand such information of the Portfolio Managers.
Nevertheless, Titan will use its commercially reasonable efforts to periodically gather quantitative and qualitative information from the Portfolio Managers. There is no guarantee that the information will be accurate or timely. Moreover, the information may be proprietary and may not be provided. If a Titan Client terminates its investment in a Portfolio Fund at a time when there are loss carryforwards, a Titan Client would lose the benefit of any such loss carryforwards in connection with the future payment of performance-based compensation. The Portfolio Funds will trade wholly independently of each other and, at times, may hold economically offsetting positions. To the extent that the Portfolio Managers do, in fact, hold such positions, a Titan Client, considered as a whole, cannot achieve any gain or loss despite incurring expenses. Alternatively, two or more Portfolio Managers may employ similar strategies or invest in some of the same securities, resulting in less diversification to a Titan Client than may be desired. In addition, a Portfolio Manager will generally be compensated based on the performance of its portfolio. Accordingly, a particular Portfolio Manager may receive incentive compensation in respect of its portfolio for a period even though a Titan Client’s overall portfolio depreciated during such period. Risks of Portfolio Manager Strategies and Execution. A Portfolio Manager may use proprietary investment strategies that are based on considerations and factors that are not fully disclosed to Titan. These strategies may involve risks under some market conditions that are not anticipated by the Portfolio Manager, Titan or a Titan Client. The Portfolio Managers may use investment strategies that differ from those typically employed by traditional managers of portfolios of stocks and bonds or may diverge from the strategy disclosed to Titan. The strategies employed by the Portfolio Managers may involve significantly more risk and higher transaction costs than more traditional investment methods. In addition, Portfolio Managers may not execute their strategy efficiently or consistent with past practices or its disclosure, leading to underperformance or losses to a Titan Client. A Titan Client will usually seek to reduce these risks by spreading the investments of a Titan Client among a variety of different Portfolio Managers. However, it is possible that the performance of the Portfolio Managers may be closely correlated in some market conditions, resulting (if those returns are negative) in significant losses to a Titan Client and its investors. Many of the Portfolio Managers are dependent on the services of a small number of persons and the loss of any such person’s services could have a materially adverse effect on a Titan Client’s investment with such Portfolio Manager. Dependence Upon Titan and the Portfolio Managers. The success of a Titan Client will depend upon the ability of Titan (and its affiliates) and Portfolio Managers to develop and implement investment strategies that achieve a Titan Client’s investment objectives. Subjective decisions made by Titan and/or the Portfolio Managers may cause a Titan Client to incur losses or to miss profit opportunities on which it would otherwise have capitalized. Although Titan will evaluate the ability and strategy of each Portfolio Fund, it cannot cause the Portfolio Managers of each Titan Client to take or not take any specific actions. In addition, although a Titan Client may invest some of its assets in separately managed accounts, and in such cases may have greater visibility with respect to the securities held in such accounts, the management of such securities will still reside with the applicable Portfolio Managers of such accounts. Titan generally expects to conduct a similar level of monitoring and due diligence with respect to such accounts as it does with respect to a Titan Client’s investments in other Portfolio Funds, and generally will not, and may not have the right to, take action or direct the actions of the Portfolio Managers in connection with such securities. Titan and its principals may engage in other business activities, including the management of other funds of funds. Accordingly, Titan and its principals will not devote their full time and attention to the operations of any Titan Client. Also, since Titan’s principals will be responsible for the management of Titan and its affiliates, and if one or more of them were to die or become disabled, or otherwise cease to be affiliated with Titan, such event may have an adverse effect on the business of a Titan Client.
Nature of Securities Investments. A Titan Client, directly or indirectly through the Portfolio Funds, will be investing substantially all of its assets in securities, some of which may be particularly sensitive to economic, market, industry, interest rate movements and other variable conditions. The markets in which a Titan Client and the Portfolio Funds expect to invest have experienced significant volatility and losses in prior years. No assurance can be given as to when or whether adverse events might occur which could cause significant and immediate losses to a Titan Client. Furthermore, not all of the risks associated with the investments of each Titan Client and each Portfolio Fund are described in a Titan Fund’s offering document or a Managed Account’s investment management agreement. Investments in Bankrupt or Restructured Companies. A Titan Client, directly or indirectly through the Portfolio Funds, may invest in securities of companies that are experiencing significant financial or business difficulties or are in default of their obligations, including companies involved in bankruptcy or other reorganization proceedings. Although such investments may result in significant returns to a Titan Client, they involve a substantial degree of risk. Any one or all of such investments may be unsuccessful or not show any return for a considerable period of time. The level of analytical sophistication, both financial and legal, necessary for successful investment in companies experiencing significant business and financial difficulties is unusually high. There is no assurance that Titan or the applicable Portfolio Manager(s) will correctly evaluate the prospects for a successful reorganization. In any reorganization or liquidation proceeding, a Titan Client may be required to accept cash or securities with a value less than such Titan Client’s investment. Portfolio Fund Investments in Illiquid Securities. A Titan Client, directly or indirectly through the Portfolio Funds, may acquire assets for which there is no ready market or which require an extended holding period, and assets acquired with the expectation that they are liquid may become illiquid and require an extended holding period. A Titan Client may also acquire interests in Portfolio Funds or other investments that require an extended period of committed investment. As a result, the Portfolio Manager or Titan may designate the amount of capital represented by such investments as being not subject to the usual withdrawal rights of investors in the applicable Portfolio Fund (including a Titan Client). In addition, Portfolio Funds may determine to satisfy a withdrawal by a Titan Client by distributing to a Titan Client its pro rata share of such illiquid investments, even though such investment may carry significant or complete restrictions on transfer prior to the occurrence of specified events. Limitations on withdrawal imposed by a Portfolio Fund on a Titan Client may, in turn, be applied to withdrawals by investors of a Titan Client. In certain circumstances, withdrawals by investors may result in the remaining capital accounts of Investors having a greater portion of illiquid investments than was the case prior to such withdrawal. Use of Leverage. Many Portfolio Managers are expected to use leverage as part of their investment strategy and Titan generally will have no control over the amount of leveraged used. Trading securities on margin will result in interest charges to the Portfolio Fund and, in turn to a Titan Client. A high degree of leverage necessarily entails a high degree of risk. By using leverage, the manager is able to purchase a larger portfolio using a smaller amount of capital. Thus, a relatively small price movement in an investment may result in substantial losses to a Titan Client. Leverage may amplify the effect of gain or loss on the investment and may result in greater volatility than experienced by investment pools that do not use leverage. Generally, the Portfolio Managers obtain leverage on a short-term basis. The loss of access to leverage or a substantial change in the terms on which leverage is obtained could have a material adverse impact on the performance of a Portfolio Fund. In order to obtain leverage, the Portfolio Funds will generally pledge some or all of their securities to leverage providers. The general partner of a Titan Fund, each of which is an affiliate of Titan (each, a “General Partner”) may also cause a Titan Fund to borrow funds from time to time to make investments in Portfolio
Funds, to fund partner redemptions or for other reasons in a General Partner’s discretion. If a Titan Fund engages in leverage, such Titan Fund, will be charged interest on borrowed funds and may be required to pledge all or a portion of its underlying assets as collateral. Not all such assets may be eligible collateral. The lender providing the borrowed funds may require that the borrowed amounts be repaid, pursuant to an event of default or otherwise, at a time when such Titan Fund has little or no liquidity and such lender will thereafter have certain rights with respect to the collateral. By using leverage, a Titan Fund is able to purchase a larger portfolio using a smaller amount of capital. However, leverage also exposes such Titan Fund to substantial risks of loss, particularly since leverage will amplify the effect of loss on such Titan Fund. If such Titan Fund fails to earn as much on the incremental investments purchased with borrowed funds as it pays for such funds, the use of leverage may decrease returns to the partners of such Titan Fund. In addition, the level of interest rates generally, and the rates at which such Titan Fund can borrow in particular, will be an expense of such Titan Fund and therefore affect the operating results of such Titan Fund. Certain of the Titan Funds, including the Titan Legacy Funds, expect to use significant leverage as part of its investment strategy. Each such Titan Fund has separately entered into senior secured credit facility (each, a “Credit Facility”) with an international financial institution (the “Lender”) on terms summarized in each such Titan Fund’s offering document. A Titan Fund may also enter into other financial arrangements, including other credit facilities and swap arrangements with the Lender or with other lenders in addition to or in replacement of the Lender, although any such additional or replacement facility or arrangement will require the Lender’s consent while a Credit Facility remains in effect. There can be no assurances that any Credit Facility will continue to be available, or that any other facility or arrangements will be available to any Titan Fund, on acceptable terms (or the terms described in its offering document), if at all. If so, such Titan Fund may not use leverage as part of its investment strategy. The terms of each Credit Facility (and the likely terms of any additional or replacement credit facility or financial arrangement) present other additional risks to the investors in such Titan Fund, as further summarized in such Titan Fund’s offering document. Risks of Options. Options are a form of leverage and can increase risk of loss. A Portfolio Manager may close out a position as a buyer or writer of an option only if a liquid secondary market exists for options of that series. There is no assurance that such a market will exist, particularly in the case of OTC options, as such options may generally only be closed out by entering into a closing purchase transaction with the purchasing dealer. There are risks inherent in the use of such instruments. One such risk is that the Portfolio Manager could be incorrect in its expectations as to the direction or extent of various interest rate or price movements or the time span within which the movements take place. To purchase an option, the purchaser must pay a “premium,” which generally consists of a single, nonrefundable payment. Unless the price of the securities underlying the option changes and it becomes profitable to exercise or offset the option before it expires, the Portfolio Fund may lose the entire amount of the premium. Thus, a Portfolio Fund may incur significant losses in a relatively short period of time. Other Derivative Investments. Derivative instruments, or “derivatives,” include futures, options, swaps, structured securities and other instruments and contracts that are derived from or the value of which is related to one or more underlying securities, financial benchmarks, currencies or indices. Derivatives allow an investor to hedge or speculate upon the price movements of a particular security, financial benchmark currency or index at a fraction of the cost of investing in the underlying asset. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are a number of other risks associated with derivatives trading. For example, because many derivatives are leveraged, and thus provide significantly more market exposure than the money paid or deposited when the transaction is entered into, a relatively small adverse market movement
cannot only result in the loss of the entire investment but may also expose the Portfolio Fund to the possibility of a loss exceeding the original amount invested. Derivatives may also expose investors to liquidity risk, as there may not be a liquid market within which to close or dispose of outstanding derivatives contracts. Swaps and certain options and other custom instruments are subject to the risk of non-performance by the swap counterparty, including risks relating to the creditworthiness of the swap counterparty. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day, no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Portfolio Manager from promptly liquidating unfavorable positions and subject the Portfolio Fund to substantial losses. In addition, the Portfolio Manager may not be able to execute futures contract trades at favorable prices if little trading in the contracts involved is taking place. It also is possible that an exchange or the Commodity Futures Trading Commission may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a particular contract be conducted for liquidation only. Under the Commodity Exchange Act of 1936, as amended (the “Commodity Act”), futures commission merchants are required to maintain customers’ assets in a segregated account. To the extent that Titan or a Portfolio Fund engages in futures and options contract trading and the futures commission merchants with whom Titan or a Portfolio Fund maintains accounts fail to segregate such assets, the Portfolio Fund and/or a Titan Client will be subject to a risk of loss in the event of the bankruptcy of one of these futures commission merchants. Short Sales. Certain Titan Funds and Portfolio Managers may engage in “short sales” where such party believes a security is overvalued, for hedging strategies or for other purposes. Short sales are sales of securities that are borrowed but not actually owned, usually made with the anticipation that the prices of the securities will decrease, and the Portfolio Fund or Titan Fund will be able to make a profit by purchasing the securities at a later date at the lower prices. The Portfolio Fund or Titan Fund, as applicable, will incur a loss on a short sale if the price of the security has increased prior to the time the Portfolio Fund or Titan Fund purchases the security to replace the borrowed security. The Portfolio Fund or Titan Fund, as applicable, will realize a gain if the security declines in price by such time. A short sale may present greater risk than purchasing a security since there is no ceiling on the possible cost of replacing the borrowed security, whereas the risk of loss on a “long” position is limited to the purchase price of the security. Closing out a short position may cause the security to rise further in value creating a greater loss. In addition, the ability to continue borrowing the security is not guaranteed. If the short seller loses the ability to continue borrowing the security, a “buy-in” may occur, forcing the short seller to purchase the security at an inopportune moment. Short sale transactions have been subject to increased regulatory scrutiny in response to market events, including the imposition of restrictions on short selling certain securities and reporting requirements. The ability to execute a short selling strategy may be materially adversely impacted by temporary and/or new permanent rules, interpretations, prohibitions, and restrictions adopted in response to these adverse market events. Restrictions and/or prohibitions on short selling activity may be imposed by regulatory authorities, including the SEC, its foreign counterparts, other governmental authorities and/or self-regulatory organizations, with little or no advance notice and may impact prior trading activities of the Portfolio Funds or the Titan Funds. Regulatory authorities may from time to time impose restrictions that adversely affect the ability of a Portfolio Fund or a Titan Fund to borrow certain securities in connection with short sale transactions.
In addition, traditional lenders of securities might be less likely to lend securities under certain market conditions. As a result, the Portfolio Funds or Titan Funds may not be able to effectively pursue a short selling strategy due to a limited supply of securities available for borrowing. The Portfolio Funds and Titan Funds may also incur additional costs in connection with short sale transactions, including in the event that they are required to enter into borrowing arrangements in advance of any short sales. Moreover, the ability to continue to borrow a security is not guaranteed and the Portfolio Funds and Titan Funds are subject to strict delivery requirements. The inability of a Portfolio Fund or Titan Fund to deliver securities within the required time frame may subject such Portfolio Fund or Titan Fund, as applicable, to mandatory close out by the executing broker-dealer. A mandatory close out may subject a Titan Client to unintended costs and losses. Certain action or inaction by third-parties, such as executing broker-dealers or clearing broker- dealers, may materially impact the ability of the Portfolio Funds and Titan Funds to effect short sale transactions. Such action or inaction may include a failure to deliver securities in a timely manner in connection with a short sale effected by a third-party unrelated to the Portfolio Funds or the Titan Funds. Event-Driven Investments. A Titan Client or Portfolio Fund may seek to purchase securities at prices below their anticipated value following the occurrence of a particular event, including proposed mergers, tender offers or similar transactions. Such purchase price may be in excess of the market price of the securities immediately prior to the announcement of the proposed transaction. If the proposed transaction is not consummated or is delayed, the market price of the security may decline and result in losses to the Portfolio Fund or Titan Client. In certain transactions, the Portfolio Fund or Titan Client may not be hedged against market fluctuations unrelated to the anticipated transaction but which may affect the value of the consideration to be received. This may result in losses, even if the proposed transaction is consummated. Foreign Securities. Certain Portfolio Funds and Titan Clients are expected to invest in securities and instruments in global markets. Such investments involve substantial risks not typically associated with investing in U.S. securities. Investments in such foreign securities may be affected by changes in currency rates or exchange control regulations, changes in governmental administration or economic or monetary policy (in the United States and abroad) or changed circumstances in dealings between nations. Changes in foreign currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the assets held by a Portfolio Fund or Titan Client denominated in that currency and thereby impact upon the total return on such assets. Investments in securities and instruments of foreign issuers will also occasion risks relating to political and economic developments abroad, including the possibility of expropriations or confiscatory taxation, limitations on the use or transfer of assets owned by Titan Clients (directly or indirectly through a Portfolio Fund) and any effects of foreign social, economic or political instability. Foreign companies are not subject to the regulatory requirements of U.S. companies and, as such, there may be less publicly available information about such companies. Moreover, foreign companies are not subject to uniform accounting, auditing and financial reporting standards and requirements comparable to those applicable to U.S. companies. The occurrence of adverse events affecting one particular foreign country or region could have more widespread effect and adversely impact the global trading market. The issuers of the sovereign debt securities in which the Portfolio Funds may invest have in the past experienced substantial difficulties in servicing their external debt obligations, which have led to defaults on certain obligations and the restructuring of certain indebtedness. Countries such as those in which the Portfolio Funds may invest have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations and currency devaluation, large amounts of external debt, balance of payments and trade difficulties, political uncertainty and instability and extreme poverty and unemployment. Securities of foreign issuers may be less liquid than
comparable securities of U.S. issuers and, as such, their price changes may be more volatile and this reduced liquidity may diminish the Portfolio Fund’s ability to execute trades. Furthermore, foreign exchanges and broker-dealers are generally subject to less government and exchange scrutiny and regulation than their U.S. counterparts. Brokerage commissions, dealer concessions and other transaction costs may be higher on foreign markets than in the U.S. Taxation of dividends, interest and capital gains received by non-residents varies among foreign countries and, in some cases, is comparatively high. In addition, foreign countries typically have less well-defined tax laws and procedures and such laws may permit retroactive taxation so that the Portfolio Funds could in the future become subject to local tax liability that it had not reasonably anticipated in conducting its investment activities or valuing its assets. Debt Securities. Portfolio Funds may invest in debt securities of issuers experiencing financial distress. Distressed securities specialists typically invest long and short in the securities of companies undergoing bankruptcy or reorganization. These managers tend to focus on companies that are undergoing financial rather than operational distress. Lack of institutional research coverage, limited investor analysis of a potential restructuring and original claimholder’s liquidity requirements may create substantial price differentials between current market value and likely future value. Volatility of returns is greatest among those Portfolio Funds investing in high yield debt and post bankruptcy “stub” equities. Lower volatility investments include late stage investing in senior secured debt. Financial leverage is typically not employed by most Titan Clients, although it may be to the extent disclosed in a Titan Fund’s offering documents. Investments in Fixed-Income Securities. The Portfolio Funds may invest a portion of their capital in bonds or other fixed income securities, including, without limitation, notes and debentures issued by corporations; debt securities issued or guaranteed by governments or agencies or instrumentalities thereof; commercial paper; and “higher yielding” (and, therefore, higher risk) debt securities of the former categories. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity indexed to FX or inflation. These and other risks are particularly prevalent with fixed income securities of issuers in foreign markets. It is likely that a major economic recession or other event could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. Collateralized Debt Obligations. Certain of the Titan Clients will invest with Portfolio Managers that invest a portion of their capital in collateralized debt obligations (“CDOs”), including CLOs and other structured credit vehicles. CDO collateral may consist of residential mortgages, commercial mortgages, other asset backed securities, other high-yield debt securities, loans, and other instruments, which often are rated below investment grade or of equivalent credit quality. The value of the CDOs owned by the Fund generally will fluctuate with, among other things, the financial condition of the obligors or issuers of the underlying portfolio of assets of the related CDO, general economic conditions, the condition of certain financial markets, political events, developments or trends in any particular industry and changes in prevailing interest rates. Consequently, holders of CDOs must rely solely on distributions on the CDO collateral or proceeds thereof for payment in respect thereof. If distributions on the CDO collateral are insufficient to make payments on the CDOs, no other assets will be available for payment of the deficiency and following realization of a CDO’s collateral, the obligations of such issuer to pay such deficiency generally will be extinguished.
The market values of CDOs tend to be more sensitive to changes in market or economic conditions than other securities. Declining real estate values or increasing default rates among borrowers, in particular, will increase the risk of loss upon default on CDOs backed by mortgage loans, and may lead to a downgrading of the securities by rating agencies. The value of the leveraged loans, mortgages or other collateral underlying a CDO may also be affected by changes in the market’s perception of the entity issuing or guaranteeing them, or by changes in government regulations and tax policies. The lack of an established, liquid secondary market for CDOs may have an adverse effect on the market value of CDOs and will make it difficult to dispose of such CDOs at market or near market prices. At times, the fixed-income markets have experienced significant falloffs in liquidity. CDOs are subject to certain transfer restrictions that contribute to illiquidity. Therefore, if the Saguenay Fund decides to dispose of any particular CDOs, no assurance can be given that it will be able to dispose of such CDO at the value determined by the Investment Advisor of the Saguenay Fund in accordance with the Fund’s governing documents. Such illiquidity may adversely affect the price and timing of liquidations of CDOs by the Saguenay Fund. CLO Investments. Certain of the Titan Clients will invest with Portfolio Managers that invest a portion of their capital in collateralized loan obligations (“CLO”). CLO Investment securities are, generally, limited recourse obligations of the issuer thereof (the “Issuer”) payable solely from distributions on, and sale proceeds of, the underlying assets owned by the Issuer. If the distributions on and sale proceeds of the underlying assets are insufficient to make required payments on the securities, no other assets will be available for the payment of such deficiency and following the distribution of such distributions and proceeds to the holders of the securities, the obligation of the Issuer to pay such deficiency will be extinguished.
The underlying assets are subject to credit, liquidity and market and interest rate risks. Changes in the market value or fair value of underlying assets could result in defaults that may in turn reduce or halt the distribution of cash to the Fund or trigger a liquidation of an investment. In certain circumstances, interest and principal proceeds otherwise payable to the equity or residual tranche of a CLO Investment (the “Equity Tranche”), as well as, potentially, the most junior debt tranche of a CLO Investment (the “Mezzanine Tranche”), could be diverted and the Equity Tranche and, potentially, the Mezzanine Tranche, may suffer a loss of all or a portion of its value. As the Fund intends to invest in the Equity Tranches and Mezzanine Tranches of CLOs and in the Equity Tranches of Warehouses, the Fund may lose its entire investment in such investments. The underlying assets of such securities are primarily senior secured corporate loans and, in certain cases, other debt instruments, which are expected to be below investment grade (or of equivalent credit quality), or may not be rated at all. The lower rating of below investment grade loans or bonds reflects a greater possibility that adverse changes in the financial condition of an obligor or in general economic conditions or both may impair the ability of the obligor to make payments of principal or interest. As the holder of Equity Tranches and Mezzanine Tranches in CLOs and of Equity Tranches in Warehouses, the Fund will face a greater risk of loss upon default of an underlying asset. Moreover, CLOs by their very nature are highly leveraged vehicles. The leverage varies depending on the seniority of the tranche. Equity Tranches typically have leverage in excess of ten times. Warehouses are typically less leveraged than CLOs. As a result, any event that negatively impacts an underlying investment could result in a substantial loss that would not be as substantial if the investment were not leveraged. Accordingly, any event that adversely affects the value of an underlying investment of these structures will be magnified by the leverage that is utilized.
In addition, CLOs and related investments are highly complex investments. Their complexity gives rise to the risk that investors, parties involved in their creation and issuance, and other parties with an interest in them may not have the same understanding of how these investments behave, or the rights that the various interested parties have with respect to them. Furthermore, the documents governing these investments may contain some ambiguities that are subject to differing interpretations. Even in the absence of such ambiguities, if a dispute were to arise concerning these instruments, there is a risk that a court or other tribunal might not fully understand all aspects of these investments and might rule in a manner contrary to both the terms and the intent of the documents. Therefore, the Portfolio Fund cannot be fully assured that it will be able to enjoy all of the rights that it expects to have when it invests in CLOs and related investments. Investments in Cryptocurrency. Certain Titan Clients invest in exchange traded funds, trusts or other investment vehicles (“Crypto Vehicles”) that aim to reflect the value of Bitcoins, Litecoins or other cryptocurrencies held by Crypto Vehicles, determined by reference to the Bitcoin Index Price or other cryptocurrency index price, less such Crypto Vehicle’s expenses and other liabilities. Investment in such Crypto Vehicles may have minimum six-month holding periods. Regulatory changes or actions may alter the nature of an investment in Bitcoin, Litecoin or other crypto currency or restrict the use of any such cryptocurrency or the operation of the Bitcoin Network, the Bitcoin Exchange Market or other cryptocurrency market in a manner that adversely affects an investment in a Titan Client. To the extent that future regulatory actions or policies limit the ability to exchange a cryptocurrency (including, but not limited to, Bitcoin, Bitcoin Cash, Ethereum or Litecoin) or utilize them for payments, the demand for such digital coins will be reduced. Furthermore, regulatory actions may limit the ability of end-users to convert such digital coins into fiat currency (e.g., USD) or use such cryptocurrency to pay for goods and services. Such regulatory actions or policies would result in a reduction of demand, and in turn, the market price of such cryptocurrency. The effect of any future regulatory change on any cryptocurrency is impossible to predict, but such change could be substantial and adverse to such Titan Client. Cryptocurrency Value. Cryptocurrencies including, but not limited to, Bitcoin, Bitcoin Cash, Ethereum and Litecoin are not fiat currencies (i.e., a currency that is backed by a central bank of national supra-national or quasi-national organization) and are not backed by hard assets or other credit. As a result, the value of cryptocurrencies, including, but not limited to, Bitcoin, Bitcoin Cash, Ethereum and Litecoin is currently determined by the value that various market participants place on such cryptocurrencies through their transactions. For the reasons stated herein, investments in cryptocurrencies, including, but not limited to, Bitcoin, Bitcoin Cash, Ethereum and Litecoin, and each coins’ Blockchain algorithm are highly speculative and there is the possibility that investors will lose their money. While the potential reward may be high, only those who can tolerate extreme volatility and can afford a complete loss of their capital investment should invest. Forward Trading. Forward trading involves contracting for the purchase or sale of a specific quantity of, among other things, a financial instrument at the current price thereof, with delivery and settlement at a specified future date. Forward contracts and options thereon, unlike futures contracts, are not traded on exchanges and are not standardized; rather, banks and dealers act as principals in these markets, negotiating each transaction on an individual basis. Forward trading is mostly unregulated
and therefore there are no requirements with respect to record- keeping, segregation of funds or financial responsibility. The principal risks relating to the use of forwards are: (a) when used for hedging purposes, the possible imperfect correlation between the prices of the forwards and the market value of the securities or currencies in the Portfolio Fund’s portfolio intended to be hedged by the forwards; (b) possible lack of a liquid secondary market for closing out a forwards position; (c) losses on forwards resulting from interest rate or currency movements not anticipated by the Portfolio Manager; and (d) the risk of counterparty defaults. Counterparty Risk. Some of the markets in which the Portfolio Funds may effect transactions are “over-the-counter” or “interdealer” markets. The participants in such markets are typically not subject to the credit evaluation and regulatory oversight to which members of “exchange–based” markets are subject. This exposes a Portfolio Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Portfolio Fund to suffer a loss. Such counterparty risk is accentuated for contracts with longer maturities where events may intervene to prevent settlement, or where the Portfolio Fund has concentrated its transactions with a single or small group of counterparties. Counterparties in foreign markets face increased risks, including the risk of being taken over by the government or becoming bankrupt in countries with limited if any rights for creditors. The ability of the Portfolio Funds to transact business with any one or number of counterparties and the absence of a regulated market to facilitate settlement may increase the potential for losses by a Titan Client. Hedging. The Portfolio Funds may utilize certain financial instruments for both investment and risk management purposes. These instruments could include writing or buying options and other derivatives, as well as shorting securities, funds, indices, or swaps, and combining long and short positions in securities and instruments to reduce overall risk. The success of a Portfolio Fund’s hedging strategy will depend on the Portfolio Manager’s ability to predict the future correlation, if any, between the performance of the instruments utilized for hedging purposes and the performance of the investments being hedged. The change in the correlation may also result in the hedge increasing the overall risk of the portfolio. There is also a risk that such correlation will change over time rendering the hedge ineffective. Since the characteristics of many securities change as markets change or time passes, the success of a Portfolio Fund’s hedging strategy may also be subject to the Portfolio Manager’s ability to correctly readjust and execute hedges in an efficient and timely manner. In addition, the lack of futures and derivatives markets or high transaction costs in certain foreign markets may reduce or eliminate a Portfolio Fund’s ability to hedge certain exposures. Even when the underlying values may have the predicted correlation, pricing imperfections may become worse and thus the hedge could increase risk over the time period until the underlying values are realized. Titan Clients may also, from time to time, seek to hedge certain risks. In particular, a Titan Client may invest in derivative securities or other securities when Titan perceives, in its sole discretion, that it is necessary to do so in order to hedge an unusually high exposure of an underlying Portfolio Manager which Titan is not able to reduce through a liquidation or for other risk management or investment purposes. There can be no assurance that such hedging activities will be successful. Small and Mid-Cap Risks. A portion of each Portfolio Funds’ assets may be invested in securities of small-cap and mid-cap issuers. While the securities of a small or mid-cap issuer may offer the potential for greater capital appreciation than investments in securities of large-cap issuers, securities of small and mid-cap issuers may also present greater risks. For example, (i) some small and mid-cap issuers often have limited product lines, markets, or financial resources, (ii) they may be dependent for management on one or a few key persons, and can be more susceptible to losses and risks of
bankruptcy, and (iii) their securities may be thinly traded and may be more sensitive to changes in earnings expectations, to corporate developments and to market rumors than are the market prices of large-cap issuers. Institutional Risk and Custodial Risks. The institutions, including brokerage firms and banks, with which a Titan Client (directly or indirectly through Portfolio Funds) does business, or to which securities have been entrusted for custodial and prime brokerage purposes, may encounter financial difficulties that impair the operational capabilities or the capital position of a Titan Client. Brokers may trade with an exchange as a principal on behalf of a Titan Fund, in a “debtor-creditor” relationship, unlike other clearing broker relationships where the broker is merely a facilitator of the transaction. Such broker could, therefore, have title to all of the assets of a Titan Client (for example, the transactions which the broker has entered into on behalf of a Titan Client as principal as well as the margin payments which a Titan Client provides). In the event of such broker’s insolvency, the transactions which the broker has entered into as principal could default and a Titan Client’s assets could become part of the insolvent broker’s estate, to the detriment of a Titan Client. In this regard, assets of a Titan Client may be held in “street name” such that a default by the broker may cause Titan Client’s rights to be limited to that of an unsecured creditor. The assets of the Portfolio Funds, the Titan Direct Funds and the Titan Specialized Funds may be held in one or more accounts maintained for such parties by their prime brokers or at other brokers or custodian banks, which may be located in various jurisdictions, including emerging market jurisdictions. Prime brokers, other brokers (including those acting as sub-custodians) and custodian banks are subject to various laws and regulations in the relevant jurisdictions that are designed to protect their customers in the event of their insolvency. Accordingly, the practical effect of the laws protecting customers in the event of insolvency and their application to the assets of the Portfolio Funds, the Titan Direct Funds or the Titan Specialized Funds, as applicable, may be subject to substantial variations, limitations and uncertainties. For instance, in certain jurisdictions brokers could have title to a Titan Client’s assets or not segregate customer assets. Because of the large number of entities and jurisdictions involved and the range of possible factual scenarios involving the insolvency of a prime broker, another broker or a clearing corporation, it is impossible further to generalize about the effect of the insolvency of any of them on the Portfolio Funds or Titan Fund, as applicable, and consequently on a Titan Client and its assets. The insolvency of any of the prime brokers, local brokers, custodian banks or clearing corporations may result in the loss of all or a substantial portion of assets of a Portfolio Fund or Titan Fund, as applicable, or in a significant delay in a Titan Client having access to its indirect interest in those assets. Other Types of Investments by Portfolio Funds. The investment strategy of each Titan Client (other than the Titan Specialized Funds) is to invest with a range of Portfolio Funds that engage in different investment strategies and use a variety of investment techniques. Each of these strategies and techniques may be non-traditional and involve substantial risks. Although several of these risks are discussed in other risk factors herein, it is impossible to identify all such risks, particularly since a Titan Client’s investments in Portfolio Funds are continually changing, as are the markets invested in by a Titan Client and the Portfolio Funds. Transaction Costs and Portfolio Managers Use of “Soft Dollars.” In selecting brokers to effect portfolio transactions, Titan, its affiliates and the Portfolio Managers may consider, among other things, such factors as price, the ability of the brokers to effect the transaction, their facilities, reliability and financial responsibility and any products or services provided by such brokers. Such products and services may be of benefit generally to the Titan Direct Fund or the Portfolio Fund, as applicable, but may not directly relate to transactions on behalf of the Titan Direct Fund or the Portfolio Fund, as applicable. Accordingly, the Titan Direct Fund or the Portfolio Fund, as applicable,
may incur transaction costs greater than the amount that might be incurred if another firm was used. “Soft dollar” payments or rebates of amounts paid to brokers and dealers may arise from over-thecounter principal transactions, as well as exchange traded agency transactions. Titan and the Portfolio Funds may emphasize active management of the portfolio of a Titan Client. Consequently, such portfolio turnover and brokerage commissions may exceed those of other investment entities of comparable size. With respect to the Portfolio Funds in which some of the Titan Funds invest, Titan may not be provided with sufficient information from the Portfolio Managers to monitor transaction costs and soft dollars. Furthermore, Titan does not expect to obtain sufficient information from Portfolio Managers to determine whether they are obtaining best execution of portfolio transactions. Titan SPVs and Separately Managed Accounts. In certain instances, Titan or its affiliates will establish limited liability entities (“Titan SPVs”) to invest with specific Portfolio Managers, either into the Portfolio Manager’s fund or via the establishment of a separately managed account. The Titan Clients are each likely to invest in certain of these Titan SPVs. There will be no additional fees paid to Titan or its affiliates in connection with the Titan Client’s allocations to the Titan SPVs. In certain instances, interests in the Titan SPVs may be offered to third parties, who may be charged fees payable to Titan or its affiliates. Although it is expected that each Titan SPV will be a separate legal entity from the Titan Clients, there can be no assurance that creditors of any such entity will not seek to enforce claims against the assets of a Titan Client or other Titan Clients invested in any such entity. With respect to Titan SPVs that are seeking to invest via a separately managed account (“SMA Vehicle”), a separate U.S. or an offshore limited liability entity will typically be formed by Titan or its affiliates for each particular Portfolio Manager. The SMA Vehicle then enters into an investment management agreement with the applicable Portfolio Manager, establishing terms, including investment parameters and such Portfolio Manager’s compensation. In some cases, in order to achieve more favorable terms from prime brokers or other counterparties and achieve cost savings, a single SMA Vehicle may hold accounts managed by more than one Portfolio Manager, including in some cases, Portfolio Managers to whom a Titan Client or other Titan Clients does not have any investment exposure. Many of the risks associated with Portfolio Funds generally will also be applicable to each SMA Vehicle, including the inability of Titan or its affiliates to make investment decisions or liquidate assets. Each SMA Vehicle will enter into a prime brokerage agreement and/or other trading agreement, which may provide for certain terms and restrictions. Although it is anticipated that most of the Portfolio Managers of an SMA Vehicle will also manage pooled investment vehicles, there is no assurance that the investment strategies, exposures and other characteristics of each SMA Vehicle’s accounts and the pooled investment vehicles managed by that Portfolio Manager will be similar. The investment management agreement with the Portfolio Manager may specifically provide that an SMA Vehicle be managed differently than the Portfolio Manager’s pooled investment vehicle, including having higher or lower gross and net exposure targets and limits, limits on the types of securities that may be traded, and other strategy modifications. Furthermore, even though an SMA Vehicle will be the owner of the prime brokerage account and Titan and/or its affiliates will be the sponsor or manager of each SMA Vehicle, there is no assurance that Titan and/or its affiliates will have the authority under the prime brokerage agreement or otherwise have the ability to take actions quickly enough to prevent or mitigate breaches of risk parameters or other actions taken by the Portfolio Manager that might result in adverse consequences for an SMA Vehicle. Economic and Regulatory Climate. The success of the investments by the Titan Clients and Portfolio Funds and, therefore, a Titan Client’s performance, will be affected by general economic and
market conditions, such as interest rates, availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of a Titan Client’s investments), trade barriers, currency exchange controls, and national and international political circumstances (including wars, terrorist acts or security operations). Uncertainty around international trade policies has the potential to increase market volatility. These and other factors may affect, among other things, the level and volatility of securities’ prices, the liquidity of investments by Portfolio Funds and Titan Clients and the availability of certain securities and investments. Volatility or illiquidity could impair a Titan Client’s profitability or result in significant losses. In recent years, global markets experienced unprecedented volatility and illiquidity. There can be no assurance that a Titan Client will not be materially adversely affected by similar events in the future. Recent events have led to extensive governmental interventions that in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, such interventions have often been unclear in scope and application and have required substantial additional rule-making. It is impossible to predict what additional interim or permanent governmental restrictions may be imposed on the markets and/or the effect of such restrictions on a Titan Fund’s strategies. Concentration of Investments. Although Titan will seek to maintain a diversified portfolio for each Titan Client (other than certain Titan Specialized Funds and Titan Credit Funds that invest in LF SPVs), there is no assurance that a Titan Client will be adequately diversified in all market conditions. In addition, certain Titan Specialized Funds invest in a single investment within a specific sector and have highly concentrated portfolios that depend solely on the performance of the applicable single investment. Similarly, certain Titan Credit Funds invest in LF SPVs which, in turn, usually invest in a single Claim and therefore lack diversification. This concentration of investments exposes each LF SPV and the relevant Titan Credit Funds to greater risk than if their investments were spread across a larger number of Claims. For each of the “Titan Legacy Funds”, Titan will seek to maintain a diversified portfolio and comply with certain diversification requirements imposed by the Internal Revenue Code, but such obligation to diversify under the Internal Revenue Code shall not prevent any Titan Legacy Fund from having a material percentage of its assets in one or more Portfolio Funds or concentrated in one or more investment strategies. A concentration of any Titan Client’s assets could result in significant losses and could have a material adverse impact on such Titan Client’s capital. Futures Trading Risks. Certain Titan Clients expect to invest with Portfolio Managers executing trading based strategies that emphasize the use of futures. There are numerous risks involved with futures trading. Futures contracts have a high degree of price variability and are subject to periodic rapid and substantial changes. Price movements may be influenced by changing supply and demand, government, trade, fiscal and economic events and changes in interest rates. Futures positions may be illiquid because certain commodity exchanges limit fluctuations in certain futures contract prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Under such daily limits, during a single trading day no trades may be executed at prices beyond the daily limits. Once the price of a contract for a particular future has increased or decreased by an amount equal to the daily limit, positions in the future can neither be taken nor liquidated unless traders are willing to effect trades at or within the limit. This could prevent the Portfolio Manager from promptly liquidating unfavorable positions and subject the Portfolio Fund to substantial losses. In addition, the Portfolio Manager may not be able to execute futures contract trades at favorable prices if little trading in the contracts involved is taking place. It also is possible that an exchange or the Commodity Futures Trading Commission may suspend trading in a particular contract, order immediate liquidation and settlement of a particular contract, or order that trading in a
particular contract be conducted for liquidation only. Under the Commodity Act, futures commission merchants are required to maintain customers’ assets in a segregated account. To the extent that a Portfolio Fund engages in futures contract trading and the futures commission merchants with whom a Portfolio Fund maintains accounts fail to segregate such assets, the Portfolio Fund and/or a Titan Client will be subject to a risk of loss in the event of the bankruptcy of one of these futures commission merchants. The Portfolio Funds may engage in trading futures contracts on exchanges outside of the United States. Trading on such exchanges is not regulated by any United States governmental agency and involves certain risks not applicable to trading on United States exchanges. Portfolio Fund Investments in Illiquid Securities; Limitations on Withdrawals from Portfolio Funds. Portfolio Funds may acquire assets for which there is no ready market, or which subsequently become illiquid, or which require an extended holding period. In recent years certain markets have experienced decreased liquidity, in some cases due to the reduction in trading activity by regulated banking institutions, a trend which is expected to continue. Reduced liquidity makes it more difficult for Portfolio Funds to sell securities at the prices at which they are valued, particularly in times of increased volatility. In addition, a Titan Client may acquire interests in Portfolio Funds that require an extended period of committed investment. As a result of such extended holding periods, the Portfolio Manager or Titan, may designate the amount of capital represented by such investments as not being subject to the usual withdrawal rights of investors in an applicable Titan Client (to the extent permitted by such Titan Fund’s governing documents or such Managed Account’s investment management agreement), and in such event, such capital may be unavailable for withdrawal for a significant period of time. In addition, Portfolio Funds may determine to satisfy a withdrawal by a Titan Client by distributing to a Titan Client its pro rata share of such illiquid investments, even though such investment may carry significant or complete restrictions on transfer prior to the occurrence of specified events. Limitations on withdrawal imposed by a Portfolio Fund may, in turn, be applied to withdrawals or redemptions by investors in a Titan Client. In certain circumstances, withdrawals by investors in a Titan Client may result in the remaining capital accounts of investors in such Titan Client having a greater portion of illiquid investments than was the case prior to such withdrawal or redemption. Furthermore, Portfolio Funds generally have the right to suspend or limit withdrawals upon specified terms. Therefore, a Titan Client may not be able to withdraw its capital from Portfolio Funds at such times as Titan would prefer, including potentially when required to fund withdrawals to investors in a Titan Client. Supplementary Agreements with Investors. In connection with an investor’s subscription for an interest a Titan Fund, Titan (or an affiliate thereof) may enter into a side letter or similar agreement (a “Supplementary Agreement”) with such new investor. A Supplementary Agreement may provide for, among other things, (i) the agreement by Titan (or an affiliate thereof) to exercise its discretionary authority under a Titan Fund governing agreement in certain respects for the benefit of the new investor, e.g., with respect to withdrawal rights and fees; (ii) the agreement by Titan (or an affiliate thereof) to extend certain information rights or additional reporting to such investor, in some cases to accommodate special regulatory or other circumstances of the new investor or (iii) restrictions on, or special rights of the new investor with respect to, the activities of such Titan Fund, its general partner or Titan (or an affiliate thereof). The agreed upon terms in a Supplementary Agreement may require a Titan Fund to establish a new series or class of equity for one or more investors. The entry by Titan (or an affiliate thereof) into any Supplementary Agreement would not require the vote or consent of any investor of a Titan Fund unless such Supplementary Agreement constituted or required an amendment to a Titan Fund governing agreement requiring such a vote or consent in accordance with the terms of a Titan Fund governing agreement. In addition, the terms of any such Supplementary Agreement will not be disclosed to other investors in a Titan Fund unless Titan, in its sole discretion, agrees otherwise or if such disclosure is required by applicable regulations.
Estimates. In most cases, Titan and its affiliates will have limited ability to assess the accuracy of the valuations received from a Portfolio Manager. Furthermore, the net asset values received by Titan and its affiliates from such Portfolio Managers typically will be estimates only, subject to revision through the end of each underlying Portfolio Manager’s annual audit. Revisions to a Titan Fund’s gain and loss calculations will be an ongoing process, and no net capital appreciation or net capital depreciation figure can be considered final until such Titan Fund’s annual audit is completed. Risks of Emerging Managers. Certain Titan Specialized Funds will seek to achieve their investment objectives primarily by investing, directly or indirectly, in Portfolio Funds that are managed by “emerging managers”, who may have little or no performance history, a small amount of assets under management and a lean infrastructure. Other Titan Clients may also have a portion of their assets invested through certain Titan Specialized Funds or directly into emerging manager Portfolio Funds. There are numerous risks associated with investing with emerging managers. The use of Portfolio Managers with little or no performance history at all may increase the speculative nature of an investment in their respective Portfolio Funds. In particular, a shorter track record may provide Titan with less data about a Portfolio Manager’s risk management techniques in difficult markets. Some emerging managers may have little or no prior experience to assist them in running the day-to-day business, investment and compliance operations of their respective firms, and such inexperience may have an impact on the overall success of their operations. Furthermore, managers with smaller amounts of assets under management may have a more difficult time attracting quality investment and back-office professionals than more established firms. In addition, if one or more investors in Portfolio Funds managed by emerging managers leave, it could have a significant impact on the remaining investors in such Portfolio Funds. Risks of the Inflation Theme. Certain Titan Direct Funds allocate funds to Portfolio Managers and direct investments that Titan believes will appreciate in periods of increased inflation. If the U.S. experiences inflation at a rate lower than the rate anticipated by Titan and/or the Portfolio Managers, the investments may not perform as expected. The underperformance of a number of Portfolio Funds and direct investments in the same period could result in substantial losses to such Titan Direct Funds. Inflation levels are dependent on numerous macro-economic factors and government policy decisions which are difficult to anticipate or predict. Even if the U.S. does experience increased inflation, other idiosyncratic factors might negatively impact the price and value of the instruments in which such Titan Direct Funds are invested, potentially resulting in losses to such Titan Direct Funds even in a period of rising inflation. Titan believes the inflation theme is a longterm investment idea and does not expect to adjust the investment exposures of such Titan Direct Funds even if they incur short term losses or volatility due to the inflation levels, or the markets anticipation of inflation levels not developing as expected. Risk of Investing in the Biotechnology, Pharmaceutical and Health Care Sectors. Certain Titan Direct Funds make investments in the biotechnology, pharmaceutical and healthcare sectors (the issuers of securities in these sectors, collectively referred to herein as the “Issuers”). Investments in the biotechnology, pharmaceutical and healthcare sectors involve substantial risks, including, but not limited to, rapidly changing technologies and the obsolescence of products, extensive and evolving government regulation, and changes in government policies and governmental investigations. The Issuers, as companies operating in the biotechnology, pharmaceutical and healthcare sectors, are subject to material risk, including, without limitation: ongoing competition from diversified global and small specialized competitors; sales and marketing risk due to pricing pressures, third party marketing terms and efforts; potential litigation alleging negligence, products liability torts, breaches of warranty, intellectual property infringement and other legal theories; diminishing revenues associated with product liability clams; disappointing results from clinical or
preclinical testing; indications of safety concerns; insufficient clinical trial data to support the safety or efficacy of the product candidate; difficulty in obtaining all necessary regulatory approvals in each proposed jurisdiction; manufacturing and supply risks associated with specialized facilities requiring regulatory approval and oversight together with difficulty obtaining raw materials and components needed to produce products; ability to enforce and protect certain patent, trademark and intellectual property rights; inability to manufacture sufficient quantities of the product candidate for development or commercialization in a timely or cost-effective manner; and the fact that, even after regulatory approval has been obtained, the product and its manufacturer are subject to continual regulatory review, and any discovery of previously unknown problems with the product or the manufacturer may result in restrictions or recalls. Certain Titan Direct Funds may make investments with Issuers that are early-stage companies. In addition to these Issuers having limited operating histories and limited experience instituting compliance policies, they may be more susceptible to the risks generally applicable to companies operating in the biotechnology, pharmaceutical and healthcare sectors where their businesses are comprised of a more concentrated mix of products. The performance of certain Titan Direct Funds may be adversely affected if the products and services underlying the investments of such Titan Direct Funds, or in certain cases other products and services offered by Issuers (even where a Titan Direct Fund has no direct or indirect interest in those medical drugs and devices or revenue generated by those medical drugs and devices), face the above risk concerns. Additionally, the valuation of early-stage health care companies, including those pursuing regulatory approvals required for commercialization, may be less predictable than later-stage companies or companies in other sectors. Valuations of early-stage companies, which a Titan Direct Fund may target for investment, may not be as reliable as valuations of later-stage companies with more observable valuation inputs or readily available market pricing. Moreover, certain financial and scientific challenges specific to early-stage health care companies, such as the inherent uncertainty in the evaluation of the cost, risk and time of research and development, the outcomes of clinical testing, receipt of regulatory approvals and achievement of key milestones, may further adversely affect the reliability of the valuations of the investments held by a Titan Direct Fund. Risks of Investing in LF SPVs. Certain Titan Credit Funds make investments in LF SPVs (such Titan Credit Funds, the “LF Funds” and each, an “LF Fund”) that provide financing in connection with one or a related series of Claims in exchange for the right to receive a portion of any recovery from such Claims. There are numerous risks related to litigation finance transactions and litigation participations. Each LF Fund will rely on the valuations provided by the LF SPVs in which it invests to determine the allocation of profits and losses to its investors. Each LF SPV’s investment is recorded at cost until such times as there is a realization event. Valuations, if any, and financial information provided by the LF SPVs to the LF Funds will be unaudited. Any adjustments to be made following the completion of an LF Fund’s audit will not result in an adjustment to any withdrawals made prior to the completion of such audit. If an LF SPV seeks to dispose of its interest in a Claim, it might not be able to dispose of the Claim at a price equal to or greater than the fair value of such. In addition, there is a risk that a withdrawing investor may receive more or less than the actual net asset value of its capital account. Furthermore, there is a risk that an investor making a new investment in an LF Fund could receive a larger or smaller interest than it should have otherwise received. Certain LF SPVs may call capital over time and, if an LF Fund fails to fund a capital contribution obligation to an LF SPV, such LF Fund will be subject to significant penalties such as charging of interest on uncontributed amounts, reduction or cancellation of an LF Fund’s interest in an LF SPV
or a forced sale (at a discount) of its interest in such LF SPV. Capital contributions to each LF Fund will be required upon twenty (20) calendar days’ notice, which is a significantly longer period than is required for each LF Fund to contribute capital to an LF SPV. Such mismatch in timing could cause the LF Funds to default on its funding obligations to an LF SPV. If Titan or its affiliates do not properly time a capital call to the LF Fund investors, or if an event outside of the control of Titan prevents the issuance of properly timed capital call, the LF Funds could default on a funding obligation to an LF SPV, which would have a material adverse effect on the LF Funds and their investors. Each LF SPV intends to enter into arrangements with a plaintiff or law firm in order to provide capital to fund litigation in exchange for a portion of the award or settlement. Typically, the recipient of such financing is not obligated to make any payment unless and until the litigation proceeds are actually received by the litigant or their counsel. The success of each LF SPV will be entirely dependent on the success of the plaintiff in the applicable Claim. There is no guarantee that the ultimate outcome of any opportunities or Claims will be in line with the initial assessment of the Portfolio Manager, the law firm or experts or that a Claim will result in a favorable judgement for an LF SPV in which the LF Funds invest. In the event that a plaintiff is unsuccessful in pursuing a Claim or the Claim is resolved adversely to the plaintiff, an LF SPV will not receive any return on the investment and investors in the LF SPV (including the LF Funds) will lose the entire principal amount invested. Each LF SPV relies upon the counterparty (a “Counterparty”) to a Claim investment agreement (the “Funding Agreement”) and its legal counsel to competently advocate against the adverse party and obtain a judgment in favor of such Counterparty or achieve a favorable settlement. None of Titan, its affiliates nor any Portfolio Manager for an LF SPV will have any authority to make any decisions regarding a Claim and will be excluded from meetings between the plaintiff and its legal counsel. Due to competitive and legal considerations and restrictions, the Portfolio Manager for an LF SPV may not be able to provide the LF Funds with details regarding any underlying investment opportunity and thus the LF Funds will be wholly dependent upon the Portfolio Manager’s ability to assess and manage investments made by the LF SPVs. Information relevant to the ability of the Portfolio Managers to assess the merits of a Claim may not be fully disclosed. In connection with a Claim, there may be information highly material to the liability of an adverse party or the strength of a Claim that is unknown to the Portfolio Manager or the LF Funds because such information is protected by attorney-client privilege or by attorney work-product doctrine and could constitute a waiver of all protection of that information, and disclosure of discovery information covered by court-issued protective orders would subject a party in the suit to serious sanctions. Such waivers and/or sanctions could severely damage the value of the lawsuit. Neither the Portfolio Manager(s) for the LF SPVs nor the LF Funds have had an opportunity to evaluate all information in the possession of the plaintiff’s counsel, or all discovery information, regarding the individual litigation matters relating to the Claim. Also, the Portfolio Manager needs to assess the ability of parties to a litigation or settlement to pay fees, judgments, awards or the agreed upon amounts. If the party is unable to pay or further challenges the validity of a judgment or award, an LF SPV may have difficulties ultimately collecting its share of monetary judgments or awards. The LF Funds will also not be able to control or predict the ultimate timing of amounts recovered.
Even if a plaintiff is successful, an LF SPV may be forced to defend the validity and enforceability of the applicable Funding Agreement providing for such LF SPV’s (or its affiliates’) funding of the Claim. Various jurisdictions prohibit or restrict purchasing claims from litigants participating in a lawyer’s contingency fee interests (including ethical rules against sharing fees with lawyers and nonlawyers) and/or the assignment of legal rights from litigation or legal claims. In addition, new legislation or regulation may be introduced to affect the enforceability of a Funding Agreement, make impermissible or otherwise limit the ability to make such investments within the state. The rules and regulations applicable to a Funding Agreement may also change in the event that a new claim is instituted in another jurisdiction based on the same facts or the case is transferred during the course of litigation to jurisdictions that do not permit such transactions and/or in which there is a higher degree of uncertainty regarding such transactions. In the event that an LF SPV must defend against allegations regarding the enforceability of the Funding Agreement or the application of lending and usury laws, contracts laws, bankruptcy considerations, and federal tax legislation, among other legal challenges, such LF SPV will incur additional expenses and it will delay or permanently impede payment under the Funding Agreement, if any. Any legal expenses associated with defending an LF SPV’s rights with respect to a Claim shall be borne by such LF SPV and will reduce the amount available, if any, for distribution to the LF Funds. The Portfolio Manager may seek to engage legal counsel to enforce an LF SPV’s rights or, alternatively, may seek to sell an LF SPV’s rights to a third party at a significant discount to the amount such LF SPV is entitled to receive. Furthermore, an LF SPV’s defense may not be successful. A Counterparty may become insolvent and seek protection under the federal or state bankruptcy laws. Such action could delay or reduce the payments to which an LF SPV and its investors (including the LF Funds) would otherwise be entitled to receive. In the event of such bankruptcy, an LF SPV will be forced to incur additional expenses to seek to enforce its rights and may not be successful in the bankruptcy proceeding. Restricted Nature of Investment. There will be no readily available market for the investment held by certain Titan Specialized Funds and Titan Credit Funds that hold LF SPVs, and hence, such investment will be difficult to value. Disposition of such investment may require a lengthy time period or may result in distributions in kind to the equityholders of such Titan Specialized Funds and/or Titan Credit Funds, as applicable. Such Titan Specialized Funds and Titan Credit Funds will generally not be able to sell its investment publicly unless the sale of the securities is registered under applicable securities laws, or unless an exemption from such registration requirements is available. There is no outside date for when such Titan Specialized Funds must be liquidated. Accordingly, the investors in such Titan Specialized Funds may be required to hold their shares or interests in such Titan Specialized Funds for a substantial period of time. Public Health Emergency Risks. The outbreak of coronavirus (“COVID-19”), or any future epidemic or pandemic similar to COVID-19, SARS, H1N1/09 flu or MERS, could have a significant adverse impact on each Titan Client and its investments, could adversely affect a Titan Client’s ability to fulfill its investment objectives, and could result in significant losses to a Titan Client. The extent of the impact of any outbreak on the performance of a Titan Client and its investments depend on many factors, including the duration and scope of such outbreak, the development and distribution of treatments and vaccines for viruses such as COVID-19, the extent of its disruption to important global, regional and local supply chains and economic markets, and the impact of such outbreak on overall supply and demand, investor liquidity, consumer confidence and levels of economic activity, all of which are highly uncertain and cannot be predicted. The effects of a public health emergency may materially and adversely impact the value and performance of a Titan Client and its investments or its ability to source, manage and divest investments and the ability of a Titan Client to achieve its investment objectives, all of which could result in significant losses to a Titan
Client. Market Disruption and Geopolitical Risk. Military conflicts (including those involving Ukraine and Israel) can cause (and have caused) significant disruptions to the global financial system as well as a displacement of millions of people, causing an acute refugee crisis. Conflicts such as these increase the threat of nuclear accidents or attacks, cyberattacks and further regional or global conflicts (including a potential expansion of the conflicts to other countries), among other potentially dire consequences. With respect to the Russia-Ukraine conflict, in response to Russia’s actions, multiple countries and governing bodies, including the United States, the United Kingdom and the European Union (“EU”), have put in place global sanctions and other severe restrictions or prohibitions on the activities of certain individuals and businesses connected to Russia and/or Belarus. Companies have also implemented restrictions that severely limit, and in some cases, reverse or cancel, business transactions in or involving certain individuals and/or businesses connected to or associated with Russia and/or Belarus. Further, some companies have moved to divest of Russia-based subsidiaries and assets. In addition, the impacts of military conflicts on the supply chain and commodity prices can be profound and may result in substantial inflation in one or more countries (or globally). However, the ultimate impact of the conflicts and their effects on global economic and commercial activity and conditions, and on the operations, financial condition and performance of each Titan Client, its investments or any particular industry, business, currency or country and the duration and severity of those effects, is impossible to predict. Military conflicts may have a significant adverse impact on, and result in significant losses to, each Titan Client and its investments, which could result in a partial or total loss of investment for investors. Financial Market Volatility. Significant risks for a Titan Fund and its investors exist as a result of the potential for disruptions in the financial markets and uncertain economic conditions. These risks include, among others, the possibility of the financial distress, bankruptcy, or insolvency of one or more banking institutions triggering unanticipated and material economic instability. Failure of Counterparties to Perform Obligations. In its ordinary course of business, Titan, for itself and on behalf of the Titan Clients, relies on various counterparties, which include, but is not limited to, brokers, dealers, banks, custodians, and administrators (“Counterparties”). These Counterparties, with which Titan and its affiliates do business and on behalf of a Titan Client, may, from time to time, default on their obligations with or without notice. Such defaults include, but are not limited to, a Counterparty’s bankruptcy, insolvency, or other failure. A Counterparty’s default on their obligations may impact Titan’s or a Titan Client’s ability to conduct its business in the ordinary course. There is a risk of loss of assets on deposit at the Counterparty. Although government agencies or other organizations provide insurance coverage to depositors in the event of a Counterparty failure, coverage is limited to a specified amount and subject to rules and regulations. Prior events where a government agency or other organization stepped in to make depositors whole over their excess deposits at select Counterparties, which may or may not have a current or prior relationship with Titan, the Titan Clients or their affiliates, should not be construed as a guarantee that such action will be taken in the future. There is no guarantee that any excess deposits are recoverable. In the event of a Counterparty’s default, Titan and its affiliates will work diligently to access its capital and take actions it deems appropriate while acting in the best interest of the Titan Clients. However, access to capital is subject to a variety of external factors that are outside of the control of Titan and its affiliates, including the timing of default, a government agency’s or other organization’s actions, including the timing of the Counterparty’s closure, ability to liquidate the Counterparty’s assets, or to effect the Counterparty’s sale or dissolution, unforeseeable economic factors or market conditions, and the Counterparty’s technology infrastructure operating as intended
to facilitate access. Furthermore, the ability to access capital may have an impact on the ability of Titan, the Titan Clients and/or their affiliates to conduct operations in the normal course including, but not limited to paying expenses, funding investment opportunities resulting in delayed or missed opportunities, and calling capital from or making distributions to investors of the Titan Clients. Deposits concentrated at one or a limited number of Counterparties may amplify these risks.
Item 9. Disciplinary information
Titan has no legal or disciplinary events to report that are material to a client’s or prospective client’s evaluation of our advisory business or the integrity of our management.
Item 10. Other financial industry activities and affiliations
Affiliates of Titan serve as general partners to each of the Titan Funds that is organized as a Delaware limited partnership, and certain other affiliates of Titan may also provide administrative and/or investment management services to certain Titan Clients. Currently, such affiliated entities are as follows: Titan Global Equity, LLC; Titan Fund Advisors, LLC, Titan Emerging Managers, LLC, Titan Legacy Fund Advisors, LLC, Saguenay Strathmore Capital, LLC, Titan Co GP, LLC, Esker Point GP LLC, Titan TTF GP, LLC, Esker Point Advisers LLC and Everline Advisers LLC. As of the date of this document, Titan and its affiliates provide investment advice to Titan Clients with substantial portfolios of Portfolio Funds, as well as additional vehicles ancillary to the operation of these Titan Funds.
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Certain of the Titan Clients invest all or substantially all of their assets in other Titan Funds. Additional investment funds and accounts may be established in the future by Titan and its affiliates with substantially the same or different investment strategies as compared to the existing Titan Clients. Many of the Titan Clients may pursue an investment strategy that is substantially similar to each other, and many of the Titan Clients will invest in many of the same Portfolio Funds. Titan is not required to give the same advice or take the same actions with respect to one or more Titan Clients, including with respect to the same investment opportunities. Titan and its current owners mentioned in Item 2 above (and their affiliates) may engage in other business activities and are not required to refrain from any other activity, to disgorge any profits from any such activity, or to devote all or any particular part of the time and effort to any Titan Client and its affairs. Any related activities will not involve any transactions with a Titan Client, the other funds managed by Titan or its affiliates or any Portfolio Fund. A Titan Client may engage in certain transactions with its affiliates, provided the terms thereof are commercially reasonable, as determined by Titan. If more than one Titan Client desires to invest in a Portfolio Fund or direct investment with limited capacity, a Titan Client may not be able to invest the full amount that it desires to invest. Allocation of investment opportunities among various clients will be made in the judgment of Titan and its affiliates, based on such factors as they may reasonably and equitably determine. Although Titan expects to generally rely on valuations provided by the Portfolio Funds, Titan and its affiliates have certain responsibilities with respect to valuing the Titan Client’s securities, as further provided in each Titan Fund’s applicable offering documents or each Managed Account’s investment management agreement. A conflict may arise with respect to this responsibility given that any performance-based compensation to be earned by Titan and its affiliates are based in part on the valuation of the Titan Clients’ assets. Philip Lombino and Frank Stone, each of which is a senior employee of Titan, serve on one or more boards of directors of Titan Funds that are Offshore Funds. Each such person may have a conflict
of interest (i) between his responsibilities to Titan and to each Titan Fund on which he serves on the board of directors and (ii) among such Titan Funds (i.e. to the extent that such Titan Funds deal with each other or each have dealings with respect to a common matter).
Item 11. Code of ethics, participation in client transactions and personal trading
Monica Reyes Grajales serves as Titan’s Chief Compliance Officer and is in charge of implementing Titan’s code of ethics and monitoring all “Supervised Persons” (as defined below). Titan’s Supervised Persons may effect transactions for their own accounts in the same Portfolio Fund securities and other securities purchased and sold for the Titan Clients, subject to the restrictions described below and any restrictions and reporting requirements as may be required by law or otherwise determined from time to time by Titan or its affiliates.
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To help ensure that each Supervised Person conducts his or her affairs, including personal securities transactions, in such a manner as to avoid serving his or her own personal interests ahead of the Titan Clients and to avoid conflicts of interest, Titan has adopted a code of ethics (the “Code”) pursuant to Rule 204A-1 under the Advisers Act. Titan will provide a copy of the Code to any client or prospective client upon request. The Code includes policies and procedures governing personal trading activities of its Supervised Persons and certain reporting requirements. Any investments in single stocks, corporate debt or “Limited Offerings” (as defined below, and which generally includes all offerings by the Portfolio Funds in which the Titan Clients invest) and “Initial Public Offerings” (as defined below) must be approved in advance of making the investment by Titan’s Chief Compliance Officer. “Supervised Person” means any (i) officer, member or employee (or other person occupying a similar status or performing similar functions) of Titan (ii) any other person who provides advice on behalf of Titan and is subject to Titan’s supervision and control and (iii) any other person deemed by Titan’s Chief Compliance Officer to be a Supervised Person for purposes of the Code (provided such person is notified in writing of the determination thereof). “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (the “Securities Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, as amended. “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(a)(2) or 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 under the Securities Act. Certain of Titan’s owners, officers, managers, employees and family members (individually and through Titan’s retirement plan), currently invest in certain of the Titan Funds and may do so in the future. Except as otherwise described above, there are no restrictions on the ability of such persons to invest in a Titan Fund (other than eligibility requirements under applicable law and as may be set forth in the applicable Titan Fund’s offering documents), and such persons may not be subject to the same management fee, incentive allocation and withdrawal or redemption restrictions as are other investors in such Titan Fund. Titan has the discretion to cause Titan Clients to invest in Portfolio Funds directly, indirectly through another Titan Fund, and/or through one or more managed account vehicles (each, a “Vehicle”) established by Titan in order to facilitate investing with a particular Portfolio Manager, either alone or together with other Titan Funds. In some cases, Titan, or an affiliate thereof, has financial or other controlling interests in a Titan Fund, and may cause other Titan Clients to invest through such Titan Fund in which it (or its affiliates) have such interests. This is generally done in order to facilitate making investments with a certain Portfolio Manager, or to give a Titan Client exposure to a particular strategy in a more efficient manner, as determined by Titan. Such indirect investments through other Titan
Funds or Vehicles may present a conflict of interest for Titan to the extent that they may present additional and possibly conflicting considerations for Titan to take into account when making investment decisions for Titan Clients. However, Titan seeks to avoid these conflicts by only using such Vehicles, and only causing Titan Clients to invest through other Titan Funds, when Titan believes that there are valuable structural, efficiency or other relevant reasons to do so that Titan considers beneficial to each of the relevant Titan Clients. In addition, to the extent that any fee-paying Titan Client invests in another fee-paying Titan Fund, Titan waives any compensation due from the relevant Titan Funds, so that there is never a double layer of fees to be paid to Titan with respect to the same invested capital.
Item 12. Brokerage practices
Titan invests almost all of the assets of the majority of Titan Clients, directly or indirectly, in Portfolio Funds. Such investments are not executed through broker-dealers. Accordingly, we do not generally select or recommend broker-dealers for client transactions. To the extent that one or more of the Titan Clients invests through a Vehicle, the underlying Portfolio Manager of such Vehicle has the discretion to select the broker(s) to be used by such Vehicle. Titan will not be able to regularly monitor the “soft dollar” arrangements or best execution practices of Portfolio Managers. Neither Titan nor any of its supervised person may be provided with, or benefit from, any “soft dollar” products or services, or paid expenses, that may be provided to a Portfolio Manager.
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The Titan Direct Funds (including the Esker Funds) and some of the Titan Specialized Funds do execute client transactions through broker-dealers, and such transactions are done primarily on the basis of obtaining best execution. Notwithstanding the foregoing, Titan may consider the full range and quality of a broker’s service in placing brokerage transactions including, among things, the value of unsolicited research provided as well as execution capability, commission rate, financial responsibility and responsiveness of the broker to Titan. Titan does not in all cases solicit competitive bids and does not have an obligation to seek the lowest available commission cost. Accordingly, if Titan determines that the amount of commissions charged by a broker-dealer is reasonable in relation to the value of the brokerage and products or services provided by such broker-dealer, the Titan Client may pay commissions to such broker-dealer in an amount greater than the amount another broker-dealer might charge. Research and Other Soft Dollar Benefits Titan currently does not receive soft dollar benefits or have any formal soft dollar arrangements. Titan may, however, use them in the future. In such cases, Titan intends to keep any soft dollar arrangements within the safe harbor provision of Section 28(e) of the Exchange Act which provides that an investment adviser may pay more than the lowest possible commissions in return for the receipt of research and brokerage services, if such investment adviser determines in good faith that the amount of the commission is reasonable in relation to the value of such services. Research and brokerage services obtained with “soft dollars” generated by one or more Titan Clients may be used by Titan to service one or more other Titan Clients, and there will be instances where the research and brokerage services obtained by Titan will not benefit a particular Titan Client to the extent of the expense of such services for that Titan Client.
Brokerage for Client Referrals Although certain broker-dealers may refer investors to certain Funds, to the limited extent, if any, that we make any brokerage decisions with regard to client transactions, we do not consider any such referrals or any client referrals from a broker or dealer. Each investment made by a Titan Client in a Portfolio Fund will be considered independently and each Titan Client will complete and execute separate subscription documents and agreements in connection with such investments. Directed Brokerage Titan has discretion in deciding which broker-dealers its Titan Direct Funds and the Titan Specialized Funds will use and in negotiating the rates of commissions that such Titan Clients will pay. Titan does not recommend, request or require that any Titan Fund direct it to execute transactions through a specified broker-dealer, nor does Titan permit a Titan Fund to direct brokerage. Titan may, under certain circumstances, permit a Titan Client to direct brokerage. In such circumstances, Titan may be unable to achieve most favorable execution of client transactions. Directing brokerage may cost Titan Clients more money. For example, in a directed brokerage account, the Titan Client may pay higher brokerage commissions because Titan may not be able to aggregate orders to reduce transaction costs, or the applicable Titan Client may receive less favorable prices.
Item 13. Review of accounts
Each of the investments in Portfolio Funds made by each Titan Client is reviewed at least quarterly by Titan’s investment committee to, among other things, determine if each such investment continues to meet Titan’s criteria for making an investment in the Portfolio Fund, and to determine the ongoing fit of the Portfolio Fund in relation to Titan’s assessment of the overall market and the objectives of the applicable Titan Client. Titan’s investment committee meets at least quarterly to review and discuss portfolio status, potential investments, and related issues that may have an impact on the portfolio holdings of each Titan Client.
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If Titan’s investment committee believes that market circumstances warrant an interim meeting, Titan’s investment committee may, on an ad hoc basis, decide to hold additional meetings to review and discuss portfolio status, potential investments, and related issues. Titan’s compliance team reviews investment activity for each Titan Client and periodically reviews the portfolio of each Titan Client for compliance with Titan’s applicable policies and procedures. Other conditions that may trigger a review are changes in the relevant laws, new investment information, and other changes in Titan’s assessment of the overall risk profile of a Titan Client and how a particular Portfolio Fund impacts that. Investors in each Titan Fund generally receive a written statement from the administrator of the applicable Titan Fund on a periodic basis (depending on the Titan Fund) setting forth the unaudited performance of such Titan Fund and the unaudited value of the investor’s investment in such Titan Fund. Each investor in a Titan Fund will also receive year-end financial statements that are audited by an independent certified public accounting firm selected by Titan or, if applicable, the Titan Fund’s board of directors. Titan may also provide additional reports and information to certain investors as well as to consultants and advisers to investors and prospective investors at our discretion, without notice to other investors. Certain investors in the Titan Funds have certain informational rights pursuant to Supplementary Agreements or otherwise. The nature and frequency of reports provided to each Managed Account is set forth in the investment management agreement for such Managed Account.
Item 14. Client referrals and other compensation
Titan and certain of its affiliates have entered into agreements (and may in the future enter into agreements) with third parties providing for, among other things, (i) payments to such third parties of a fully disclosed sales charge, which may be paid from the investments of certain investors that agree thereto, or (ii) payments from such Titan entities to such third parties of a one-time or ongoing fee based upon the capital contributions of certain investors. Certain Titan Funds are part of “platform” arrangements with platform sponsors to whom Titan (or its affiliates) pays certain fees and/or expense reimbursements. Generally, these fees to third parties are based upon a percentage of the fees received by Titan with respect to the referred party’s investments.
Item 15. Custody
Each Titan Fund has entered into a master services agreement with an administrator (that is unaffiliated with Titan) pursuant to which the administrator performs certain administrative responsibilities, including financial, accounting, corporate and other services on behalf of such Titan Fund. The administrator calculates performance compensation (if applicable) and fees payable to Titan (or its affiliates) and makes payments to Titan (or the applicable affiliate) in accordance with the terms of each Titan Fund’s legal documents. Neither Titan nor its affiliates have the ability to withdraw funds directly from the Funds’ accounts in connection with the payment of its fees or reimbursable expenses.
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For the majority of the Titan Funds, an affiliate of the administrator custodies such Titan Funds’ assets (typically investments in Portfolio Funds and cash). We do not use a qualified custodian to send quarterly account statements to our clients. Notwithstanding the foregoing, with respect to each the Titan Funds, Titan is deemed to have custody of funds and securities because it has the authority to direct funds or securities, for example, by having advisory fees deducted from the account of a Titan Fund. Titan is subject to Rule 206(4)2 under the Advisers Act (the "Custody Rule"). As a result, each Titan Fund is either (1) subject to an annual surprise examination of its assets by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board or (2) complies with the provisions of the "Pooled Vehicle Annual Audit Exception", that, among other things, requires such Titan Fund be subject to audit at least annually by an independent public accountant that is registered with, and subject to regular inspection by, the Public Company Accounting Oversight Board, and requires that such Titan Fund distribute its audited financial statements to all investors within (i) 120 days of the end of its fiscal year for each Titan Fund that is not a fund of funds or (ii)180 days of the end of its fiscal year for each Titan Fund that is a fund of funds. Investors in each Titan Fund generally receive statements from the administrator for such Titan Fund. These statements should be carefully reviewed. Investors are urged to compare such statements to the information provided to them in the audited financial statements provided by the auditor for such Titan Fund. Neither Titan nor its affiliates are deemed to have custody of its separately Managed Account clients (when applicable).
Item 16. Investment discretion
Titan has discretionary authority to manage the assets of each Titan Client either pursuant to an investment management agreement or a partnership agreement applicable to such Titan Client and to which Titan (or a Titan affiliate) is a party. These agreements each include an explicit grant of discretionary authority to manage the applicable Titan Client’s assets. Generally, there are no specific limitations placed on this authority, provided that Titan will exercise such discretionary authority in accordance with the investment objectives and strategy set forth in the applicable offering documents of each Titan Client. Custom Fund investors and Managed Accounts may negotiate additional restrictions on Titan’s discretionary authority.
Item 17. Voting client securities
Titan has adopted Proxy Voting Policies and Procedures (the "Procedures") that are designed to ensure that in cases where Titan votes proxies with respect to client securities, such proxies are voted in the best interests of its clients. Generally, any such voting arises in the context of a Titan Fund owning an interest in a Portfolio Fund which is amending the terms of a Titan Fund’s investment in the Portfolio Fund. The Procedures also require that Titan identify and address conflicts of interest between Titan and its clients. If a material conflict of interest exists, Titan will determine whether voting in accordance with the guidelines set forth in the Procedures is in the best interests of the client or take some other appropriate action.
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In voting proxies, Titan generally votes in favor of routine corporate housekeeping proposals, including election of directors (where no corporate governance issues are implicated). For all other proposals, Titan will determine whether a proposal is in the best interests of its clients. Our clients generally may not direct our voting in any particular solicitation. Any investor in the Titan Clients may request a copy of Titan’s proxy voting policy, as well as information regarding how Titan or its affiliates voted proxies on behalf of a particular Titan Client in which such investor is invested, by contacting Titan’s Chief Compliance Officer, Monica Reyes Grajales, or Investor Relations, at (203)-327-8600, or by submitting a written request to Ms. Reyes or Investor Relations sent to Titan Advisors, LLC, 750 Washington Boulevard, 10th Floor, Stamford, CT 06901.
Item 18. Financial information
Titan does not require or solicit payment of fees in excess of $1,200 per client more than six months in advance of services rendered. Therefore, we are not required to include a financial statement. We do not believe that there is any financial condition that is reasonably likely to impair our ability to meet contractual commitments to our clients, and we have not been the subject of any bankruptcy proceeding.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.