A. General Description of Advisory Firm and Principal Owners
Trian Fund Management, L.P. (the “Adviser” or “Trian” or the “Firm”), a Delaware limited partnership,
is an alternative investment management firm, founded in 2005 by Nelson Peltz and Peter May (the
“Founding Partners”). Trian Fund Management GP, LLC serves as the general partner of the Adviser
and is controlled by the Founding Partners. The Adviser has offices in New York, New York and Palm
Beach, Florida.
B. Description of Advisory Services
Trian provides discretionary investment advisory services to a variety of domestic and offshore
private investment partnerships and other investment vehicles (collectively, the “Funds” or each a
“Fund”). Trian also provides non-discretionary investment advisory services for several clients that
are separately managed accounts (collectively, the “Accounts” or each an “Account”). As used herein,
the term “client” generally refers to each Fund and/or Account client and “clients” generally refers to
the Funds and/or Accounts clients. Certain references herein to a “Fund” or “Funds” may refer to
both the Funds and Accounts, as the context may require.
This Brochure generally includes information about the Adviser and its relationships with its clients and
affiliates. While much of this Brochure applies to all such clients and affiliates, certain information
included herein applies to specific clients or affiliates only.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The
securities of the Funds are offered and sold on a private placement basis under exemptions promulgated
under the Securities Act of 1933, as amended, and other exemptions of similar import under U.S. state
laws and the laws of other jurisdictions where any offering may be made. Investors in the Funds
generally must be both “accredited investors,” as defined in Regulation D, and “qualified purchasers,” as
defined in the Investment Company Act of 1940, as amended. Persons reviewing this Brochure should
not construe this as an offer to sell or solicitation of an offer to buy the securities of any of the Funds
described herein. Any such offer or solicitation will be made only by means of a confidential private
placement memorandum.
1. Investment Strategy
The Adviser typically invests in public companies with attractive business models that it
believes trade significantly below intrinsic value primarily due to operating underperformance
and/or under-management. The Adviser looks to work constructively with management and boards
of directors to execute the Adviser’s strategic and operational initiatives which are designed to drive
long-term sustainable earnings growth for the benefit of all shareholders. Generally, the Adviser does
not invest in companies that have a controlling shareholder, or in those companies that it believes
are more susceptible to exogenous risk factors, such as technological obsolescence.
2. Types of Investments
Trian’s Funds invest primarily in publicly traded equity securities. However, under the
terms of the offering documents the Funds are generally permitted to invest in a broad range of
securities and instruments, including, without limitation, U.S. and non-U.S. equity and equity-related
securities (including distressed investments), bonds, bank debt and other fixed income investments,
futures, forward contracts, warrants, options, repurchase agreements, reverse repurchase
agreements, bankruptcy and trade claims, swaps and other derivative instruments, currencies,
commodities, money market securities and other cash equivalents. The Funds generally may take
either long or short positions and many of the Funds may use leverage in connection with their
activities. There can be no assurance that the investment objective of the Funds will be achieved.
3. Conflicts of Interest: Other Activities and Services, Co-Investment Opportunities
Other Activities and Services
The Adviser expects that from time to time it will cause one of the Funds, either alone or
together with other Funds, to acquire a significant position in the securities of a company and to
secure the appointment of designees selected by the Adviser to the company’s management team or
board of directors. In the event that one or more of the Founding Partners and/or other members
and employees of the Adviser serve as directors of, or in a similar capacity with, one or more
companies in which the Funds invest, such persons will be subject to fiduciary duties to act in the
best interests of each such company and its other shareholders and/or third party constituents, and
those interests may conflict with the interests of Trian and the Funds and give rise to an actual or
perceived conflict of interest. These fiduciary duties may compel the Adviser to take actions that,
while in the best interest of such company and/or the shareholders of such company and/or third
party constituents, may not be in the best interest of the Funds. Accordingly, if this situation arises,
the Adviser would have a conflict of interest as a result of the fiduciary duties that its director
designees owe to such companies, the shareholders of such companies and/or third party
constituents, on the one hand, and those that the Adviser owes to the Funds, on the other. However,
because the Adviser’s investment strategy is based around driving long-term sustainable earnings
growth at the companies in which it invests, the Adviser believes that the interests of these
companies and their shareholders will typically be aligned with the interests of the Funds.
Currently, certain of the Adviser’s Founding Partners as well as other Partners serve on
the boards of directors of a number of public companies whose securities are owned by one or more
of the Funds managed by the Adviser. Nelson Peltz and Peter May and certain of the Funds are
significant shareholders of The Wendy’s Company (“Wendy’s”) and Messrs. Peltz and May are the
non-executive Chairman and Director and the non-executive Senior Vice Chairman and Director,
respectively, of Wendy’s. Matthew Peltz, a Partner and Co-Chief Investment Officer of the Adviser, is
also the non-executive Vice Chairman and Director of Wendy’s.
In addition, in the event that material, non-public information is obtained with respect to
such companies or in the event that the Funds become subject to trading restrictions pursuant to the
internal trading policies of such companies or as a result of applicable law or regulations, the Funds
are expected to be prohibited for a period of time from purchasing or selling the securities of such
companies, which prohibition may have an adverse effect on the Funds. The Adviser has policies and
procedures designed to ensure that the Funds only purchase or sell securities of such companies
when neither the Adviser nor the Funds are in possession of material non-public information relating
to such companies. To date, the Adviser’s inability to trade during certain times has not presented
significant obstacles to portfolio management or the execution of the Adviser’s investment strategy.
Certain inherent conflicts of interest arise from the fact that the Adviser and/or its
affiliates provide certain administrative, investment management and other services to multiple
clients and portfolio companies, including investment funds, client accounts and vehicles (such other
clients, funds, accounts and vehicles, collectively, the “Other Clients”); the term Other Clients includes
a Fund whose investors are comprised of one of Trian’s Founding Partners, certain of his family
members and entities formed by or for the benefit of one or more of such persons (the “Parallel
Affiliate Fund”), Accounts held by affiliates of the Adviser, as well as other Funds where Trian
personnel, their family members and/or entities formed by or for the benefit of one or more such
persons, hold (or may from time to time hold in the future) a significant direct or indirect interest.
The provision of these services to the Other Clients involves substantial time and resources of the
Adviser and its affiliates. The respective investment objectives, liquidity terms and duration of a
particular Fund and the Other Clients may or may not be substantially similar. As a result, the
portfolio strategies the Adviser and its affiliates use for the Other Clients are from time to time
expected to conflict with the transactions and strategies employed by the Adviser in managing a
particular Fund and affect the prices and availability of the securities and other financial instruments
in which such Fund invests. Furthermore, the Adviser and its affiliates from time to time give advice
and recommend securities to the Other Clients that differs from advice given to, or securities
recommended or bought for, a particular Fund, even though their investment objectives may be the
same or similar to those of such Fund, due to certain portfolio management considerations described
further in Item 12.E below. See also Item 6 below for a further discussion of potential conflicts
regarding side-by-side management of Funds with different fee structures.
The Funds have invested, and in the future may invest, in issuers in the asset management
industry. It is possible that asset managers that are portfolio companies of the Funds will have funds
that are in the same sub-sectors as funds managed by the Adviser, or that in the future, such asset
managers will expand their offerings into sub-sectors in which the Adviser is involved, or that the
Adviser will in the future expand its offerings into sub-sectors in which such portfolio companies are
involved. In such circumstances,
the Adviser would be in competition with those portfolio
companies. The Adviser believes that its experience in asset management makes it well-positioned
to assist in value creation at portfolio companies; however, the potential for competition could deter
potential portfolio companies from responding favorably to the Adviser’s approaches and initiatives.
From time to time, a particular Fund and the Other Clients may make investments at
different levels of an issuer’s capital structure or otherwise in different classes of an issuer’s
securities. Such investments may inherently give rise to conflicts of interest or perceived conflicts of
interest between or among the various classes of securities that may be held by such entities. For
example, a Fund may make an investment in the capital structure of an issuer that is junior relative
to the security held by an Other Client, and in such circumstances the existence of an actual conflict
of interest depends upon, among other things, the current financial status of the issuer in which the
investments were made.
The Adviser and its respective members, partners, officers and employees will devote as
much of their time to the activities of a particular Fund as they deem necessary and appropriate. By
the terms of the governing documents of the Funds, the Adviser and its affiliates are not restricted
from forming additional investment funds, from entering into other investment advisory
relationships, or from engaging in other business activities, even though such activities may be in
competition with a particular Fund and/or may involve substantial time and resources of the Adviser.
In the event the Adviser or any of its affiliates decides to engage in such activities in the future, the
Adviser or its respective affiliates, as applicable, will undertake to do so in a manner that is consistent
with its fiduciary duties and contractual obligations to the Funds. Nevertheless, these activities could
be viewed as creating a conflict of interest in that the time and effort of the Adviser and its officers
and employees will not be devoted exclusively to the business of a particular Fund but will be
allocated between the business of such Fund and the management of the monies of other advisees of
the Adviser.
Co-Investment Opportunities
The Adviser and its affiliates, in their sole discretion, from time to time, offer investors in
the Funds and/or other third-party investors the opportunity to co-invest with the Funds in
particular investments. The Adviser and its affiliates are not obligated to arrange co-investment
opportunities for investors, and no investor will be obligated to participate in such an opportunity if
arranged and offered. The Adviser and its affiliates have sole discretion as to the amount (if any) of
a co-investment opportunity that will be allocated to such investors and/or third-party investors.
Co-investment opportunities are offered to certain investors in the Funds in priority to other
potential co-investors based on contractual obligations of the Adviser and the Funds, including as a
result of an investor’s participation in certain of the Funds. If the Adviser determines that an
investment opportunity is too large for the Funds, the Adviser and its affiliates may, but will not be
obligated to, make proprietary investments therein. The Adviser or its affiliates receive fees and/or
incentive allocations from co-investors, which differ as among co-investors and also differ from the
fees and/or incentive allocations borne by the other Funds.
The Adviser seeks to fairly allocate expenses among the Funds. Generally, Funds that own
an investment will share in expenses related to such investment. However, it is not always possible
or reasonable to allocate or re-allocate expenses to a co-investor in a Fund, depending upon the
circumstances surrounding the applicable investment (including the timing of the investment) and
the financial and other terms governing the relationship of the co-investor to the Funds with respect
to the investment; as a result, there are occasions where co-investors do not bear a proportionate
share of such expenses. In addition, where a potential co-investment is contemplated but ultimately
not consummated, potential co-investors generally will not share in any expenses related to such
potential co-investment, including expenses borne by any Fund with respect to such potential co-
investment. At times, Trian manages co-investment vehicles through which investors may choose
not to participate with respect to specific investments made by such vehicle. Investors in such
vehicles who participate in a given investment will, to the extent applicable, bear their share of the
expenses related to such investment.
C. Availability of Customized Services for Individual Clients
As Trian provides investment advisory services to private investment vehicles, its advisory services
take into account, among other things, the particular strategies of the Funds as well as the legal
and/or tax implications of investing in certain securities. The Adviser’s investment decisions and
advice with respect to each Fund are subject to each Fund’s investment objectives and guidelines, as
set forth in its offering documents. Similarly, our investment advice and other actions with respect
to each Account are subject to the guidelines and limitations set forth in the client’s investment
management agreement with respect to such Account. From time to time, Trian and/or its affiliates,
including the Funds, enter into agreements, commonly known as “side letters,” with certain investors
under which it agrees to waive or modify the application of certain investment terms applicable to
such investor, without obtaining the consent of any other investor in the Funds (other than such an
investor whose rights would be materially and adversely changed by such waiver or modification).
The types of provisions to which the Funds have agreed with such investors in side letters or similar
written agreements include terms pertaining to: (a) “most favored nations” rights; (b) consent to
transfers by the applicable investor to certain affiliates of that investor, subject to satisfaction of
certain specified conditions; (c) different fee and compensation terms, including for an investor if
such investor's aggregate investments in one or more Funds exceed certain specified thresholds that
are higher than those set forth in a particular Fund’s partnership agreement or other constitutional
document; (d) representations by a Fund and/or the Adviser pertaining to the exercise of discretion,
compliance with laws and regulations (including U.S. federal laws, such as the Investment Advisers
Act of 1940, as amended (the “Advisers Act”)), anti-money laundering, and other customary
representations set forth in side letters (including representations with respect to the accuracy or
preparation of offering documents and the modification of certain terms set forth in a Fund’s
Subscription Agreements); (e) the provision of certain notices, certifications, information and access
to information; (f) certain other rights that a particular investor may require due to the laws, rules,
regulations or policies applicable to such investor, including excusal rights; (g) confidentiality and
investor-specific disclosure requirements; (h) tax related matters; (i) capacity rights (including with
respect to co-investment opportunities); and (j) various other rights.
A Fund and the Adviser may in the future enter into side letters or similar written agreements with
the same or other types of investors, which side letters or other agreements may include provisions
similar to or different from, and pertaining to different subject matter than, those identified above,
as determined by the Fund and the Adviser in their sole discretion.
In addition, in response to questions and requests and in connection with due diligence meetings and
other communications, a Fund and the Adviser may provide additional information to certain
investors and prospective investors that is not distributed to other investors and prospective
investors. Such information may affect a prospective investor’s decision to invest in the Fund or an
existing investor’s decision to stay invested in a Fund. Each investor is responsible for asking such
questions as it believes are necessary to make its own investment decisions and must decide for itself
whether the information provided by the Adviser and the relevant Fund is sufficient for its needs.
D. Wrap Fee Programs
Trian does not participate in Wrap Fee Programs.
E. Assets Under Management
As of December 31, 2023, the Firm had approximately $8,962,727,000 of assets under management
(“AUM”), comprising $6,115,463,000 managed on a discretionary basis (including $227,764,000 of
callable commitments) and $2,847,264,000 of assets under management managed on a non-
discretionary basis.
The descriptions set forth in this Brochure of specific advisory services that the Adviser offers to clients,
and investment strategies pursued and investments made by the Adviser on behalf of its clients, should
not be understood to limit in any way the Adviser’s investment activities. The Adviser may offer any
advisory services, engage in any investment strategy and make any investment, including any not
described in this Brochure, that the Adviser considers appropriate, subject to each client’s investment
objectives and guidelines. The investment strategies the Adviser pursues are speculative and entail
substantial risks. Clients should be prepared to bear a substantial loss of capital. There can be no
assurance that the investment objectives of any client will be achieved.