Tetragon Financial Management LP, or TFM, serves as the investment manager of Tetragon
Financial Group Limited, or Tetragon, a Guernsey closed-ended investment company traded on
Euronext Amsterdam N.V. under the ticker symbol “TFG.NA” and on the Specialist Fund
Segment of the main market of the London Stock Exchange under the ticker symbols “TFG.LN”
and “TFGS.LN”. Tetragon’s investment objective is to generate distributable income and capital
appreciation. It aims to provide stable returns to investors across various credit, equity, interest
rate, inflation and real estate cycles. Tetragon invests in a broad range of assets, including public
and private equities and credit (including distressed securities and structured credit), convertible
bonds, real estate, venture capital, infrastructure, bank loans and TFG Asset Management L.P., or
TFG Asset Management, a diversified alternative asset management business, which is also
separately registered with the SEC as an investment adviser. Where appropriate, through TFG
Asset Management, Tetragon seeks to own all, or a portion, of asset management companies with
which it invests in order to enhance the returns achieved on its capital.
TFM provides investment supervisory services to Tetragon in accordance with Tetragon’s
Memorandum and Articles of Incorporation. TFM has been appointed as the investment manager
of Tetragon under an investment management agreement, or the Investment Management
Agreement, and collectively with Tetragon’s Memorandum and Articles of Incorporation,
Tetragon’s Governing Documents. TFM’s general partner, Tetragon Financial Management GP
LLC, or Tetragon Financial Management GP, is responsible for all actions of TFM. Tetragon
Financial Management GP is ultimately controlled by Reade Griffith, who also controls the holder
of Tetragon’s voting shares. Reade Griffith and Paddy Dear are the voting members of TFM’s
Investment and Risk Committees. Reade Griffith acts as the authorized representative of Tetragon
Financial Management GP and TFM.
Under the terms of the Investment Management Agreement, TFM has full discretion to invest the
assets of Tetragon in a manner consistent with the investment objective of Tetragon. TFM has the
authority to determine the investment strategy to be pursued in furtherance of the investment
objective, which strategy may be changed from time to time by TFM in its discretion. TFM is
authorized to delegate its functions under the Investment Management Agreement.
TFM’s responsibilities with respect to Tetragon include, inter alia:
• investing and reinvesting the assets of Tetragon in securities, derivatives and other financial
instruments and other investments of whatever nature and committing the assets of
Tetragon in relation to agreements with entities, issuers and counterparties;
• holding cash balances or investing them directly in any short-term investments, and
reinvesting any income earned thereon in accordance with Tetragon’s investment strategy;
• purchasing, holding, selling, transferring, exchanging, mortgaging, pledging,
hypothecating and otherwise acting to acquire and dispose of and exercise all rights,
powers, privileges and other incidents of ownership or possession with respect to
investments held or owned by Tetragon, with the objective of the preservation, protection
and increase in value thereof;
• exercising any voting or similar rights attaching to investments purchased on behalf of
Tetragon;
• borrowing or raising monies from time to time without limit as to amount or manner and
time of repayment;
• engaging consultants, attorneys, independent accountants or such other persons as TFM
may deem necessary or advisable; and
• entering into any other contracts or agreements in connection with any of the foregoing
activities.
Tetragon invests in various funds and other vehicles managed by TFG Asset Management
businesses. It also provides financial support to various funds managed by TFG Asset
Management businesses (such as a “seeding” arrangement), and provides equity, loans or other
financial support to TFG Asset Management and its asset management businesses. TFM is
responsible for any decision to invest cash into any fund or other vehicle managed by a TFG Asset
Management business (TFM is also responsible for selecting third-party managers who invest in
asset classes appropriate for Tetragon) and is also responsible for decisions regarding financial
support for TFG Asset Management.
In addition to investments in funds or vehicles managed by third-party asset managers and
investments in funds or vehicles managed by TFG Asset Management asset managers, the
investments of Tetragon may include investments that are held directly on its “balance sheet” and,
as such, are directly managed by TFM.
TFM does not participate in wrap fee programs.
The amount of client net asset value that TFM manages on a discretionary basis is approximately
U.S. $2.8 billion (as of December 31, 2023). TFM does not currently manage any client assets
on a non-discretionary basis.
TFG Asset Management is Tetragon’s diversified alternative asset management platform. TFG
Asset Management manages, oversees and supervises Tetragon’s private equity investments in
asset management companies. TFG Asset Management, as a unified business, seeks to enhance
the value of each individual investment and the entity as a whole through a shared strategic
direction and operating infrastructure—encompassing critical business management functions
such as risk management, investor relations, financial control, technology, and compliance/legal
matters—while at the same time giving entrepreneurial independence to the managers of the
underlying businesses. In light of the strategy to continue to grow and diversify TFG Asset
Management, the combination of a number of relatively uncorrelated businesses across different
asset classes and at different stages of development under TFG Asset Management is also
intended to create a collectively more robust and diversified business and income stream. At the
same time, TFG Asset Management may seek to realize the enhanced value of its individual
asset management companies. This may be through transactions relating to individual
businesses within TFG Asset Management, that would take advantage of this value
enhancement, or a strategic transaction at the TFG Asset Management level. Although
transactions relating to individual businesses could shrink TFG Asset Management’s portfolio of
relatively mature market-leading businesses – thereby possibly delaying progress toward a
strategic transaction at the TFG Asset Management level – they would enable it to monetize the
benefits of its success in growing asset management businesses. In any event, TFG Asset
Management will continue to leverage its operating infrastructure and shared strategic direction
with Tetragon looking to support investments through co-investment and working capital.
TFG Asset Management’s subsidiaries include the following entities: Acasta Partners (Acasta),
Banyan Square (Banyan Square), Contingency Capital (Contingency Capital), Equitix (Equitix),
Hawke’s Point (Hawke’s Point), LCM (LCM), Tetragon Credit Partners (Tetragon Credit
Partners), TCICM (TCICM), and Westbourne River Partners (Westbourne River Partners). TFG
Asset Management also has an investment in BGO (formerly BentallGreenOak).
Stephen Prince is the Chief Executive Officer of TFG Asset Management and a member of the
Investment Committee and Risk Committee of TFM, and Reade Griffith is the Chief Investment
Officer of TFG Asset Management and is responsible for the investment management of TFG
Asset Management’s private equity investments in asset management companies.
TFG Asset Management is registered as an investment adviser under the U.S. Investment Advisers
Act of 1940 and two of its investment management affiliates, TFG Asset Management UK LLP
and Equitix Investment Management Limited, are authorized and regulated by the United
Kingdom Financial Conduct Authority (FCA).
Management Structure and Governance
As stated earlier, TFM has been appointed the investment manager of Tetragon pursuant to the
Investment Management Agreement. TFM’s general partner, Tetragon Financial Management GP
LLC, is responsible for all actions of TFM. The general partner is ultimately controlled by Reade
Griffith and Paddy Dear, who also control the holder of Tetragon’s voting shares and are the voting
members of TFM’s Investment and Risk Committees. Reade Griffith acts as the authorized
representative of the general partner and TFM. Pursuant to an agreement between Reade Griffith
and Paddy Dear, Reade Griffith is the controller of Tetragon’s voting shares and TFM.
TFM’s Investment Committee is responsible for the investment management of Tetragon’s
portfolio and currently consists of Reade Griffith, Paddy Dear and Stephen Prince. The Investment
Committee determines the investment strategy of Tetragon and approves
each significant
investment by them.
TFM’s Risk Committee is responsible for the risk management of Tetragon’s portfolio and
performs active and regular oversight and risk monitoring. The Risk Committee has the same
composition as the Investment Committee.
TFM’s Executive Committee oversees all key non-investment and risk activities of TFM and
currently consists of Reade Griffith, Paddy Dear, Stephen Prince, Paul Gannon, Sean Cote and
Greg Wadsworth.
Key Provisions of the Investment Management Agreement
The Investment Management Agreement continues in full force and effect unless terminated (i) by
TFM at any time upon 60 days’ notice or (ii) immediately upon Tetragon giving notice to TFM or
the investment manager giving notice to Tetragon in relation to such entity in the event of (a) the
party in respect of which notice has been given becoming insolvent or going into liquidation (other
than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms
previously approved in writing by the other party) or a receiver being appointed over all or a
substantial part or of its assets or it becoming the subject of any petition for the appointment of an
administrator, trustee or similar officer, (b) a party committing a material breach of the Investment
Management Agreement which causes a material adverse effect to the non-breaching party and (if
such breach shall be capable of remedy) not making good such breach within 30 days of service
upon the party in breach of notice requiring the remedy of such breach or (c) fraud or willful
misconduct in the performance of a party’s duties under the Investment Management Agreement.
The Investment Management Agreement provides that none of TFM, its affiliates or their
respective members, managers, partners, shareholders, directors, officers and employees
(including their respective executors, heirs, assigns, successors or other legal representatives)
(each, as an indemnified party) will be liable to Tetragon or any investor in Tetragon for any
liabilities, obligations, losses (including, without limitation, losses arising out of delay, mis-
delivery or error in the transmission of any letter, cable, telephonic communication, telephone,
facsimile transmission or other electronic transmission in a readable form), damages, actions,
proceedings, suits, costs, expenses (including, without limitation, legal expenses), claims and
demands suffered in connection with the performance by TFM of its obligations under the
Investment Management Agreement or otherwise in connection with the business and operations
of Tetragon in the absence of fraud or willful misconduct on the part of an indemnified party, and
Tetragon has agreed to indemnify each indemnified party against any such liabilities, obligations,
losses, damages, actions, proceedings, suits, costs, expenses, claims and demands, except as may
be due to the fraud or willful misconduct of the indemnified party.
TFM may act as investment manager or advisor to any other person, so long as its services to
Tetragon are not materially impaired thereby, and need not disclose to Tetragon anything that
comes to its attention in the course of its business in any other capacity than as investment manager.
The investment manager is not liable to account for any profit earned or benefit derived from
advice given by TFM to other persons. TFM will not be liable to Tetragon for any loss suffered
in connection with TFM’s decision to offer investments to any other person, or failure to offer
investments to Tetragon.
TFG Asset Management is an investment of Tetragon, and, as such, TFM, as Tetragon’s
investment manager, is responsible for exercising any of Tetragon’s voting or similar rights with
respect to TFG Asset Management as an investment and is responsible for the management,
oversight and/or supervision of such investment. As with any other category of investments, TFM
is also responsible for decisions with respect to acquisitions of asset management businesses to be
added to TFG Asset Management using Tetragon’s cash (which may include minority interests in
asset management businesses, joint ventures or other similar arrangements)—as investment
decisions with respect to Tetragon’s cash or other assets. Following the acquisition of an asset
management business, that business then becomes a part of TFG Asset Management and TFG
Asset Management is responsible for the management, oversight and/or supervision of such
business, including amendments to or modifications of the terms or arrangements of its ownership
of such business (except, where relevant, to the extent of decisions with respect to Tetragon’s
cash), and any decision to sell or otherwise dispose of all or any portion of such business.
TFM and TFG Asset Management’s Responsibilities in Connection with the Acquisition of an Asset
Management Business using Tetragon’s Cash
In connection with the acquisition of an asset management business using Tetragon’s cash, TFM
is responsible for,
inter alia, the related financial and tax analysis, legal and financial due diligence,
negotiation of definitive documentation, obtaining of any financing for the acquisition and other
activities prior to the closing of the transaction. However, particularly in circumstances of an asset
management business without any operating infrastructure (such as LCM prior to its acquisition
in 2009) or of a joint venture or partnership arrangement with asset management professionals,
where infrastructure is an important aspect of the anticipated transaction (such as the GreenOak
joint venture in 2010 and Contingency Capital in 2020), TFG Asset Management (given its other
potential opportunities and considerations) in some instances is also responsible for aspects of the
decision to acquire a given asset management business to the extent it would be providing
infrastructure and other services to support that asset management business.
TFM’s responsibilities in Connection with the Growth and Oversight of Asset Management
Businesses within TFG Asset Management
In connection with the management, oversight and/or supervision of asset management businesses
within TFG Asset Management, TFG Asset Management (rather than TFM) is responsible for,
inter alia, business development, marketing, legal and compliance, risk management and
governance, as well as guidance on business issues faced by a new fund or vehicle and the strategic
direction of such businesses. TFM remains responsible for the management, oversight and/or
supervision of TFG Asset Management as an investment. As such, TFG Asset Management is
responsible for any restructuring or reorganization of these asset management businesses from
time to time (to the extent that such arrangements do not involve the acquisition of asset
management businesses using Tetragon’s cash), any disputes or litigation with respect to the
ownership arrangements of such businesses and any decision to sell or otherwise dispose of all or
any portion of such businesses.
Considerations with Respect to the Establishment and Continuance of TFG Asset Management
Businesses which Receive Significant (>25%)1 “financial support (such as a “seeding”
arrangement) from Tetragon
There is an expectation with respect to newly-launched funds or strategies managed by a TFG
Asset Management business that the business will initially not be profitable until third-party assets
under management grow and both management and performance fees accrue. Although, as noted
above, TFM is responsible for any decision to invest cash into any fund, or other vehicle managed
1 Under a no-action letter issued by the U.S. Securities and Exchange Commission clarifying its position regarding
the treatment of private funds as principal accounts for purposes of Section 206(3) of the U.S. Investment Advisers
Act of 1940, private funds will not be viewed as a principal account of an adviser where the adviser and its control
persons own, in the aggregate, 25% or less of a fund.
by a TFG Asset Management business, and is also responsible for decisions regarding financial
support for TFG Asset Management, TFG Asset Management is responsible for any decision to
launch the fund or strategy, and any decision to continue to maintain the business given TFG Asset
Management’s other potential opportunities and considerations. In that regard, TFG Asset
Management seeks to measure the anticipated costs of launching a new fund, or strategy managed
by a TFG Asset Management business (including the opportunity cost) and compares these to the
expected value creation in the medium term (including any synergies or other potential revenue
streams). For funds or strategies managed by a TFG Asset Management business where Tetragon
has invested more than 25% of the assets under management, TFG Asset Management annually
reassesses whether that business should continue to manage the relevant fund or strategy.