TACONIC CAPITAL ADVISORS L.P.
- Advisory Business
- Fees and Compensation
- Performance-Based Fees
- Types of Clients
- Methods of Analysis
- Disciplinary Information
- Other Activities
- Code of Ethics
- Brokerage Practices
- Review of Accounts
- Client Referrals
- Custody
- Investment Discretion
- Voting Client Securities
- Financial Information
Taconic provides investment advice on a discretionary basis to onshore and offshore private investment funds (each, a “Fund,” and, together, the “Funds”) that are offered to high net worth, financially sophisticated, individual and institutional investors that may include banks or thrift institutions, investment companies, pension and profit sharing plans, government plans, trusts, estates or other business entities. As of December 31, 2018, Taconic managed approximately $9.8 billion in regulatory assets under management (as defined in Form ADV Part 1). Taconic does not manage any client assets on a non-discretionary basis. Taconic focuses on event investing, or investing in securities and instruments of companies undergoing extraordinary events that are expected to affect the value of one or more securities of a company. The Event-Driven Funds and Opportunity Funds currently invest in mergers and acquisitions, corporate restructurings and spin- offs, credit investments and/or capital structure arbitrage, as well as special situations. In addition, Taconic manages a number of opportunistic funds (including the the Sidecar III Funds, ECDF II Funds, the TCRED Funds and TCRED II funds) designed to capitalize on specific investment opportunities. In 1999, Kenneth D. Brody and Frank P. Brosens, along with a financial investor, launched Taconic and formed the first of Taconic’s event-driven funds (the “Event-Driven Funds”) to invest a substantial portion of their assets and to give third-party investors the opportunity to invest alongside them. The Event-Driven Funds currently comprise: Taconic Capital Partners 1.5 L.P. (“TCP 1.5”), a Delaware limited partnership, which invests using a master-feeder structure through Taconic Master Fund 1.5 L.P. (the “Event Master Fund”), an exempted limited partnership registered under the Exempted Limited Partnership Law (2018 Revision) of the Cayman Islands (the “ELP Law”); and Taconic Offshore Fund 1.5 Ltd. (“TOF 1.5”), a Cayman Islands exempted company, which invests using a modified master-feeder structure through the Event Master Fund indirectly through Taconic Offshore Intermediate Fund 1.5 L.P. (the “Event Intermediate Fund), an exempted limited partnership registered under the ELP Law. In 2004, Taconic launched the first of Taconic’s opportunity funds (the “Opportunity Funds”), which are managed in Taconic’s event-driven style, but are free from some of the event, timing, liquidity and risk constraints that have been placed on the Event-Driven Funds. The Opportunity Funds are: Taconic Opportunity Fund L.P. (“TOP”), a Delaware limited partnership, which invests using a master-feeder structure through Taconic Opportunity Master Fund L.P. (the “Opportunity Master Fund”), an exempted limited partnership registered under the ELP Law; and Taconic Opportunity Offshore Fund Ltd. (“TOPOFF”), a Cayman Islands exempted company, which invests using a modified master-feeder structure through the Opportunity Master Fund indirectly through Taconic Opportunity Offshore Intermediate Fund L.P. (the “Opportunity Intermediate Fund”), an exempted limited partnership registered under the ELP Law. In March 2016, Taconic launched additional Sidecar Funds (the “Sidecar II Funds”) in an attempt to capitalize on investment opportunities in convertible notes and attached shares issued by an Icelandic bank. As of December 31, 2018, the Sidecar II Funds had liquidated all of their investments. In November 2016, Taconic launched additional Sidecar Funds (the “Sidecar III Funds”) in an attempt to capitalize on investment opportunities in a private placement of equity securities in an Icelandic bank. The Sidecar III Funds are: Taconic Sidecar Fund III L.P, a Delaware limited partnership, and Segregated Portfolio III of the Sidecar Offshore Fund, both of which invest using a master- feeder structure through Segregated Portfolio III of the Sidecar Master Fund. In August 2014, Taconic launched the Taconic European Credit Dislocation Funds (the “ECDF Funds”) in an attempt to capitalize on credit opportunities arising from the economic and financial crisis in Europe. Unlike the Event-Driven Funds and the Opportunity Funds, the ECDF Funds are capital commitment funds offered in a single offering, having set investment and harvest periods. As of December 31, 2018, the ECDF Funds had liquidated all of their investments. . In October 2017, Taconic launched the Taconic European Credit Dislocation II Funds (“the ECDF II Funds”) in attempt to capitalize on investment opportunities arising primarily in Europe. The ECDF II Funds are: Taconic European Credit Dislocation Fund II L.P., a Delaware limited partnership, and Taconic European Credit Dislocation Offshore II Fund L.P., a Cayman Islands exempted limited partnership registered under the ELP Law, both of which invest using a master-feeder structure through Taconic European Credit Dislocation Master Fund II L.P. (the “ECDF Master Fund”), an exempted limited partnership registered under the ELP Law. In March 2016, Taconic launched the Taconic CRE Dislocation Funds (the “TCRED Funds”), in attempt to capitalize on commercial real estate investment opportunities that Taconic has created through its prior acquisition of commercial mortgage-backed securities and other opportunities that arise from Taconic’s involvement in the space. The TCRED Funds are no longer open to new investments, and the investment period of the TCRED Funds ended in June 2018. The TCRED Funds are: Taconic CRE Dislocation Fund L.P., a Delaware limited partnership, and Taconic CRE Dislocation Onshore Fund L.P., a Delaware limited partnership. In July 2018, Taconic launched the Taconic CRE Dislocation II Funds (the “TCRED II Funds”), in attempt to capitalize on commercial real estate investment opportunities that Taconic has created through its prior acquisition of commercial mortgage-backed securities and other opportunities that arise from Taconic’s involvement in the space. The TCRED II Funds are: Taconic CRE Dislocation Fund II L.P., a Delaware limited partnership, and Taconic CRE Dislocation Onshore Fund II L.P., a Delaware limited partnership. Taconic also manages Taconic Employee Fund L.P., a Delaware limited partnership offered to Taconic employees who are accredited investors, as that term is defined in the Securities Act of 1933, as amended. The Employee Fund is authorized to invest in one or more of the other Funds and enables employees who are not otherwise qualified to invest directly in the other Funds to participate in Taconic’s growth. Taconic does not earn a management fee or performance fee with respect to the Employee Fund. While Taconic manages each Fund in an attempt to reach that Fund’s investment objective, Taconic does not (except as may be required by applicable law) tailor its management to the individual needs of any investor in a Fund. Taconic is structured so that no principal has permanent equity ownership of the firm, but rather its twelve (including sunset principals) principals share in the profits of the firm. please register to get more info
Management and Performance Fees For its services to each of the Funds, Taconic receives the following fees: Opportunity Funds o Management Fee - Non Lock-Up Option: 1.5% of net assets - Two Year Lock-Up Option: 1.0% of net assets - Three Year Lock-Up Option: 0.75% of net assets. o Performance Allocation: 20% of each investor’s net annual profits deducted yearly. Under the Three Year Lock-Up Option, no performance fee is earned until a particular hurdle rate has been exceeded, at which point the General Partner receives a 100% catch-up allocation (and thereafter 20%). o Taconic offers management fee and performance allocation rate breakpoints for investors (together with related investors) who have at least $150 million in the Opportunity and/or Event-Driven Funds.
Event-Driven Funds o Management Fee - Non Lock-Up Option: 1.5% of net assets - Two Year Lock-Up Option: 1.0% of net assets - Three Year Lock-Up Option: 0.75% of net assets o Performance Allocation: 20% of each investor’s net annual profits. Under the Three Year Lock-Up Option, no performance fee is earned until a particular hurdle rate has been exceeded, at which point the General Partner receives a 100% catch- up allocation (and thereafter 20%). o Taconic offers management fee and performance allocation rate breakpoints for investors (together with related investors) who have at least $150 million in the Opportunity and/or Event-Driven Funds. Taconic Employee Fund Taconic does not earn any management fee or performance allocation with respect to the Taconic Employee Fund, the opportunity to invest in which is offered as a benefit to those of its employees who are qualified to do so. Sidecar III Funds The Sidecar III Funds are no longer open for investment. o Management Fee: 0.25% of funded contributions less returned portion of unused funded contributions o Performance Allocation: 20% carried interest with an 8% preferred return and catch-up Taconic may launch additional Sidecar funds in the future with different management and performance fee structures. ECDF II Funds The ECDF II Funds are no longer open for investment. o Management Fee - For investors with Capital Commitments (together with related investors) of $100 million or more: 0.75% - For investors with Capital Commitments (together with related investors) less than $100 million: 1.00% o Performance Allocation: - For investors with Capital Commitments less than $100 million: 20% carried interest with an 8% preferred return and catch-up. - For investors with Capital Commitments of $100 million or greater: 17% carried interest with an 8% preferred return and catch-up For the ECDF II Funds, Taconic charges management fees on called capital adjusted for distributions of principal and permanent write-downs or write offs. The ECDF II Funds do not charge a fee on committed but uncalled capital. TCRED Funds o Management Fee - For investors with Capital Commitments of $100 million or more: 0.75% - Initial Closing Capital of less than $100 million and Final Closing Capital of $25 million or greater but less than $100 million: 1.25% - Final Closing Capital of less than $25 million: 1.5%
o Performance Allocation: - For investors with Capital Commitments of $100 million or more: 15% carried interest with an 8% preferred return and catch-up - Initial Closing Capital of less than 100 million and Final Closing Capital of $25 million or greater but less than $100 million: 18% carried interest with an 8% preferred return and catch-up - Final Closing Capital of less than $25 million: 20% carried interest with an 8% preferred return and catch-up - Investors who invest on the Initial Closing can invest up to their Initial Closing commitment amounts on the Final Closing Date and receive Initial Closing Fee terms.
TCRED II Funds o Management Fee: 1.5%of net invested capital o Performance Allocation: 20% carried interest with an 8% preferred return and catch-up o The TCRED II Funds offered discounted fees to an anchor investor, which pays a management fee of 1.15% and a carried interest of 18% with an 8% return and catch-up For the TCRED Funds and TCRED II Funds, Taconic charges management fees on net invested capital, i.e., called capital in respect of investments that have not been disposed of, adjusted for distributions of principal relating to distributions of investments and permanent write-downs or write offs. The TCRED Funds and TCRED II Funds do not charge a management fee on amounts in excess of aggregate capital commitments. The base currency of all the Funds is U.S. Dollars and all Funds offer share classes denominated in U.S. Dollars. In addition to the U.S. dollar denominated share classes, the Event-Driven and Opportunity offshore funds have certain classes denominated in British Pounds Sterling and the Euro. While Taconic earns management fees without regard to the overall success or income earned by any Fund, with respect to the Opportunity and Event-Driven Funds, generally if you suffer losses you will not pay a performance allocation on subsequent profits until Taconic recoups your prior losses. Taconic calculates and deducts management fees in arrears from each fee-paying investor’s account on the last day of each month with respect to the Opportunity Funds and Event-Driven Funds. Taconic invoices management fees generally on a semi-annual basis with respect to the Sidecar III Funds, the TCRED Funds, the TCRED II Funds, and the ECDF II Funds in arrears. Performance Allocations for the Opportunity Funds and Event-Driven Funds are generally determined at the end of each calendar year (or upon an investor’s withdrawal). If Taconic earns a performance allocation in a given year, Taconic deducts that fee from a fee-paying investor’s account as of the last day of the year, or earlier with respect to a portion of an investment that has been withdrawn. Taconic may waive fees in its discretion, and does so for affiliates, principals and employees. In addition, Taconic has entered into side letters with certain investors in the Opportunity and Event-Driven Funds whereby it has reduced the management fee and/or allocation rate for each lock-up option so long as the investor (individually or together with certain related investors) maintains managed assets invested in the Opportunity and/or Event-Driven Funds of $150m, $300m, $500m, $600m or $700m, as applicable, (and is willing to grant similar terms to any other investor at that asset level). With respect to the ECDF II Funds, the Sidecar III Funds, TCRED Funds and TCRED II Funds the Performance Allocation is made as carried interest only after distributions (or redemption proceeds) have been made to investors representing repayment of their called capital and management fees paid, subject to a general partner giveback upon termination of the applicable Fund. The investment management agreements between the Funds and Taconic have not been negotiated at arms’ length. For more information about Taconic’s fees with respect to a particular Fund, please see that Fund’s Confidential Private Offering Memorandum, which describes the fee arrangements in greater detail. Additional Expenses Borne by the Funds In addition to the fees described above, each Fund bears all of its own expenses (and each investor in a Fund bears its share), including, but not limited to: Transaction cost-related expenses incurred with its investment and trading activities (including in respect of unconsummated investments), including brokerage, mark ups and mark downs, clearing expenses, margin interest expenses, expenses related to the formation and maintenance of investment subsidiaries (including without limitation salary, office space, utilities, telephone, computer equipment and service expenses to the extent required or advisable under the laws of the jurisdiction in which such subsidiary is established), currency hedging and custodial expenses; Fees and expenses of professionals retained by Taconic to advise it in connection with such Fund’s investment activities, including legal, accounting, and fund administrator; auditing and tax preparation expenses; and other expenses (including, without limitation, expenses related to particular portfolio positions or strategies) and extraordinary fees and expenses arising in connection with the conduct of the Fund’s activities, including litigation expenses and any other expenses not arising in the ordinary course of business. Fund expenses generated in the course of evaluating and making investments (including proposed investments that are not ultimately consummated) are allocated among the Funds(s) for which the investment is being considered by Taconic in its good faith discretion and in accordance with the relevant Fund’s Offering Memorandum and the Trade Allocation Procedures set forth in Taconic’s Compliance Manual where applicable. Fees and expenses incurred in connection with investment opportunities are generally allocated in the same way Taconic has allocated that particular investment opportunity among the Funds or on a pro rata basis. To the extent fees and expenses are incurred solely in connection with the offer for sale of an investment by one Taconic Fund to another Taconic Fund, such fees and expenses shall be allocated solely to the purchaser or prospective purchaser of such investment. For the avoidance of doubt, to the extent fees or expenses would have been incurred by a Taconic Fund in connection with an investment that is sold (or proposed to be sold) to another Taconic Fund even in the absence of such a sale (or proposed sale), such fees and expenses will be allocated as set forth in the first two sentences of this paragraph. Routine operational and administrative expenses incurred by Taconic in the operation of its businesses (e.g., salaries, office space, utilities, telephone and computer equipment and services) are generally borne by Taconic, except to the limited extent described above. For more information about expenses borne by a Fund and about Taconic’s expense allocation process, please see that Fund’s Confidential Private Offering Memorandum and Taconic’s Expense Allocation Policy, which describes expenses in greater detail. Fund investors may obtain a copy of Taconic’s Expense Allocation Policy upon request. For more information on the transaction-related expenses that the Funds may incur, as well as on our broker selection process, please see Item 12 (the “Brokerage Practices” section of this Brochure). Layering of Fees The Funds may enter into joint venture arrangements, co-invest with third parties or otherwise participate in pooled investment vehicles with others, or may allocate discrete portions of the Funds’ assets to independent managers to manage on a discretionary basis, if Taconic determines that such an arrangement represents the best way to access a particular investment opportunity or otherwise expands the investment expertise otherwise available to the Funds. The Funds may incur various costs relating to such ventures, including additional performance-based or asset- based fees payable or allocable to the promoters, managers or sub-advisers of such ventures. To the extent Taconic gives an unaffiliated investment manager discretionary authority over a specific portion of a Fund’s assets pursuant to a sub-advisory arrangement, Taconic will pay any management fee or performance fee due to such sub-adviser out of the management fee Taconic receives from that Fund. If Taconic changes this policy, Taconic will give prompt notice to Fund investors. In other situations, however, Taconic will determine whether such fees shall be deducted from its management fee or charged to the Fund as an additional fee. As a general rule, Taconic does not favor the layering of fees when investing in actively managed pooled vehicles. Sometimes, however, such layering may be appropriate. For example, Taconic may invest in certain opportunities where the investment thesis is based not only on the skills of an underlying manager, but also on such manager’s ability to access a difficult market, and where the investment trades in a recognized public or private market. In such cases, Taconic may determine that it is appropriate for the affected Funds to bear the relevant performance-based or fixed asset-based fees. In addition, from time to time, the Funds may, in connection with a joint venture or co-investment with a third party, enter into guaranty arrangements on behalf of the joint venture or co-investment vehicle. Such guaranties may or may not be supported by back-to-back guaranties with the Funds’ joint venture partners or co-investors. The Funds will only enter into such arrangements where the Taconic determines, in its sole discretion, that doing so is in the best interests of the Funds’; however, if a Fund required to fulfill its obligations under such guaranty, its liabilities may exceed its proportionate share of such investment, and the Fund may be unable to recover from its joint venture partners or co-investors all or a portion of their proportionate obligations under such guaranty (if any). Withdrawal Fees An investor in an Opportunity Fund or Event-Driven Fund may incur withdrawal fees if that investor redeems from the Fund on a date other than an annual anniversary of his or her investment. While these fees are paid to the relevant Fund and not to Taconic, they can be significant, and should be taken into account by anyone considering an investment in a Fund. Investors in a non-lock-up class in the Opportunity Funds and Event-Driven Funds may redeem 100% of their capital account or of the net asset value of their shares on each annual anniversary of their investment without penalty. Non-lock-up investors are also permitted to redeem up to 25% of their capital account or of the net asset value of their shares on each quarterly anniversary of their investment date without penalty. Withdrawals of greater than 25% on a quarterly anniversary are subject to a 2% withdrawal fee. Two-Year Lock-up investors in the Opportunity Funds and Event- Driven Funds may redeem, in the aggregate, 25% of their initial investment over the two-year lock-up period without penalty and may, in very limited circumstances, be eligible to convert their Two-Year Lock-up investments to Non-Lock-Up Investments prior to the expiration of the applicable Two-Year Lock-Up Period. All Opportunity and Event-Driven investors except for Three-Year Lock-up investors may also withdraw any portion of their capital account or of the net asset value of their shares as of any month end, subject to a 5% fee on any withdrawal in excess of the above withdrawals. Withdrawal fees are allocated to the remaining Fund investors. Three-Year Lock-up investors in the Opportunity Funds and Event-Driven Funds may not withdraw any capital or redeem shares during the three-year lock-up period (or applicable extension term), except in certain very limited circumstances, as set forth in their respective Confidential Private Offering Memoranda. Certain investor withdrawals may be limited if more than 10% of the combined net asset value of all similarly-managed Funds (Opportunity Funds or Event-Driven Funds) advised by Taconic is requested to be redeemed as of any month-end. Taconic may in its sole discretion expressly waive or reduce any requirements or restrictions on withdrawals, including without limitation, the imposition of a withdrawal fee. Each Fund’s withdrawal provisions are described in more detail in such Fund’s Confidential Offering Memorandum. The ECDF Funds, the ECDF II Funds, the TCRED Funds, the TCRED II Funds and the Sidecar III Funds do not permit voluntary investor withdrawals. please register to get more info
As stated above, Taconic is entitled to earn performance-based compensation with respect to certain Funds. Taconic enters into Performance Allocation arrangements with clients as outlined in Item 5. The potential Performance Allocations available to Taconic in connection with a particular Fund may be higher than those available to Taconic in connection with another Fund, whether in percentage or absolute dollar amounts. Taconic may have an incentive to devote more research and other activities, and/or allocate favorable investment opportunities, to such Funds with a higher fee structure. In addition, a Performance Allocation may give Taconic an incentive to cause a Fund (or permit a Fund) to make investments that are riskier or more speculative than would be the case if it were compensated solely based on a flat percentage of capital or net asset value. This presents a conflict between Taconic and its clients, but Taconic manages all client portfolios in a way that adheres to the fiduciary duty it owes to such clients. Taconic allocates resources fairly among clients and has implemented a trade aggregation and allocation policy that requires all accounts to be treated fairly and equitable over time with respect to the allocation of trades. The Compliance Department reviews trade allocations regularly for any deviation from this policy of equitable trade allocations. Performance Allocations are generally not the product of an arm’s length negotiation with any third party, and because the Performance Allocations are calculated on a basis that includes unrealized appreciation of a Fund’s assets (other than with respect to Side Pocket Investments, except in the event of a deemed liquidation or permanent impairment), such compensation may be greater than if it were based solely on realized gains. Taconic and each Portfolio Manager will devote such time to each Fund as is reasonably required to effectively manage that Fund’s investment activities. However, Taconic is presently committed to, and expects to be committed in the future to, providing investment advisory services for multiple clients (including the other Funds) and engage in other business ventures in which one or more Funds have no interest, which may charge higher management fees and/or performance-based fees than those charged by a Fund. Taconic’s principals and employees may have investments in certain Funds but not others (or may have greater investments in some Funds than in others) and may therefore have incentive to favor such Funds over other Funds. As a result of these separate business activities, Taconic may have conflicts of interest in allocating management time, services and functions among the Funds and other business ventures or clients. please register to get more info
Taconic provides investment advice on a discretionary basis to onshore and offshore Funds that are offered to high net worth, financially sophisticated, individual and institutional investors that may include banks or thrift institutions, investment companies, pension and profit sharing plans, governmental plans, trusts, estates or other business entities. Taconic does not manage any separate accounts for individual clients. The minimum capital contribution or subscription amount in a Fund is typically $1 million, although Taconic has the discretion to accept smaller investments or to set higher investment minimums. The Funds must offer their interests or shares only to persons who meet certain qualifications. Each U.S. Investor (taxable or tax-exempt) in a Fund (onshore or offshore) must be an “Accredited Investor” within the meaning of the Securities Act of 1933 and a “Qualified Purchaser” within the meaning of the Investment Company Act of 1940, and may also be required to be a “Qualified Eligible Person” within the meaning of the Commodity Exchange Act in the case of certain Funds. Non-U.S. investors in any U.S.-organized (onshore) Fund must also be “Qualified Purchasers” and “Accredited Investors.” Non-U.S. investors may be subject to additional suitability requirements imposed by such investors’ home jurisdictions. The fact that an Investor may meet the regulatory requirements to be eligible to invest in a Fund, however, does not necessarily mean that such Fund is a suitable investment for such investor. Taconic has adopted subscription procedures that are intended to ensure that Taconic has a reasonable belief that investors who are accepted into a particular Fund are both eligible and suitable to invest in such Fund. The Funds are privately offered in reliance upon exemptions from the registration requirements of the Securities Act of 1933; accordingly investment in the Funds is not open to the general public. please register to get more info
Event-Driven and Opportunity Funds The Event-Driven Funds and the Opportunity Funds focus on event investing, which Taconic defines as investing in securities and instruments of companies undergoing extraordinary events that are expected to affect the value of one or more securities of a company. While both the Event- Driven Funds and Opportunity Funds currently invest in credit investments, equity investments with a catalyst and capital structure arbitrage/hedged credit investments, the Opportunity Funds are free from some of the event, timing, liquidity and risk constraints that have been placed on the Event-Driven Funds. In credit investment activities, the Event-Driven Funds and Opportunity Funds currently focus on liquidations, complex distressed credit, structured credit and short-dated credit and commercial real estate. The Event-Driven Funds and Opportunity Funds’ catalyst equity investment strategy currently comprises merger arbitrage, post-reorganization securities, volatility and other catalyst-driven investment opportunities. The capital structure arbitrage/hedged credit strategy currently focuses on basis trades and relative value investing. The areas of focus of Taconic may change over time. The Event-Driven Funds and Opportunity Funds invest in both U.S. and non-U.S. companies. The Funds employ a bottom-up, research-driven, distributed decision-making approach to probabilistic investing. Probabilistic investing involves developing judgments about probabilities and prices of possible outcomes, then using expected value and risk analysis to determine if the return justifies the risk. Key to the process is the uncovering of all relevant available information, valuation of companies, securities and instruments, and an understanding of the behaviors of corporate executives, boards of directors, judges and juries, governments and regulators, securities, markets, institutional investors and hedge funds. Taconic uses probabilistic investing across a broad array of markets and considers it to be Taconic’s cornerstone for investing in securities that Taconic believes are mispriced. In event investing, Taconic generally realizes profits from the difference between the purchase price of the security or other instrument of the company undergoing a specified event and the sales price obtained upon completion of the event. Taconic employs a research-based investment approach that depends on analysis, judgment and experience. Taconic evaluates four factors with respect to each potential investment: the probability that the anticipated event will occur; the expected value of the investment if the anticipated event does occur; the expected value of the investment if the anticipated event does not occur; and the timing of the anticipated event. Decision-making is highly dynamic as Taconic evaluates and acts on changes in information and market prices on a real time basis. Taconic generally has broad investment discretion in seeking to achieve the Funds’ objectives (subject to each Fund’s governing documents), and the Opportunity and Event-Driven Funds may invest in the broadest range of securities and instruments (pre-existing or to be issued), including claims, obligations and derivatives such as swaps. The Funds are subject to diversification requirements and other investment restrictions that are set forth in more detail in each Fund’s Confidential Private Offering memorandum. Taconic pursues a flexible investment style and employs investment techniques and strategies that it believes help the Funds pursue their investment objectives. Taconic cannot assure that any Fund will ultimately achieve the investment objectives described herein or that any investment technique or strategy Taconic employs will be successful. Sidecar III Funds The Sidecar III Funds are designed to capitalize on investment opportunities in a private placement of equity securities in an Icelandic bank. ECDF II Funds The ECDF II Funds are designed to capitalize on investment opportunities arising primarily in Europe. The ECDF II Funds focus on illiquid opportunities, including distressed credit and special situations. Although the ECDF II Funds may make investments throughout Europe, they focus on opportunities in Spain and Italy. The ECDF II Funds seek to take advantage of the best of these opportunities (regardless of the liquidity profile of these investments) by utilizing a structure that is designed to minimize liquidity risk. TCRED Funds The TCRED Funds are designed to capitalize on commercial real estate investment opportunities that Taconic has created through its prior acquisition of commercial mortgage-backed securities and other opportunities that arise from Taconic’s involvement in the space as well as derivative opportunities in commercial real estate. TCRED II Funds The TCRED Funds are designed to capitalize on commercial real estate investment opportunities that Taconic has created through its prior acquisition of commercial mortgage-backed securities and other opportunities that arise from Taconic’s involvement in the space as well as derivative opportunities in commercial real estate. Additional Funds Taconic may launch additional funds in the future with different investment strategies. Risk of Loss An investment in any Fund involves a high degree of risk, including the risk that the entire amount invested may be lost. Further, event investing generally involves relatively small profits on a large number of investments and relatively large losses when an event goes wrong, either because the anticipated event does not happen or the terms are adversely changed. Taconic analyzes and makes judgments regarding the probability of events including: the consummation or delay of, or failure to consummate, a merger and the price at which it occurs; the success or failure of a tender or exchange offer; the success, failure or delay of a corporate reorganization; and various bankruptcy-related events. In addition, successful event investing requires that Taconic analyze and evaluate the unique set of facts and circumstances of each event and to make judgments on: the price expected to be realized; the time to completion; the probability of success; and the loss if the investment is unsuccessful. Taconic attempts to mitigate the risk of large losses by adjusting the position size in each investment by the likely expected loss if the anticipated event does not happen, by diversifying a Fund’s portfolio and by investing at what Taconic believes to be the high quality end of available investment opportunities. However, if there are an unexpected number of failed events or incorrect judgments, a Fund could suffer substantial losses. Additionally, in prolonged periods of very low short-term interest rates, the Funds’ performance will likely suffer. Taconic cannot guarantee that any Fund will ultimately achieve its investment objective. In addition, the Funds are subject to the risks inherent in the wide range of opportunities in which they may invest. These generally include the risks below; however, investors should review each Fund’s Confidential Private Offering Memorandum for a complete description of risks applicable to such Fund. Equity Risk The market price of securities owned by a Fund may go up or down, sometimes rapidly or unpredictably. The values of equity securities may decline due to general market conditions that are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates or adverse investor sentiment generally. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. In addition, securities that Taconic believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Funds anticipate. As a result, a Fund may lose all or substantially all of its investment in any particular instance. Fixed-Income Securities The Funds invest in bonds and other fixed-income securities, including, without limitation, commercial paper and “higher yielding” (and, therefore, higher risk) debt securities and municipal bonds. Such securities may be below “investment grade” and may face ongoing uncertainties and exposure to adverse business, financial or economic conditions that could lead to the issuer’s inability to meet timely interest and principal payments. The market values of certain of these lower-rated debt securities tend to reflect individual corporate developments to a greater extent than do higher-rated debt securities, which react primarily to fluctuations in the general level of interest rates, and tend to be more sensitive to economic conditions than higher-rated securities. Companies that issue lower-rated debt securities often are highly leveraged and may not have access to more traditional methods of financing. Trading in such securities may be limited or disrupted by an economic recession, resulting in 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, therefore, increase the incidence of default for such securities. Distressed Investments Investment in the securities and other instruments of issuers in weak financial condition (perhaps having a negative net worth), experiencing poor operating results, needing substantial capital investment, facing special competitive or product obsolescence problems or involved in various states of bankruptcy or organization proceedings involves a high degree of credit and market risk. Securities and other instruments of such issuers are typically more volatile and less liquid than securities or instruments of companies not experiencing such difficulties. Additionally, among the risks inherent in investments in financially troubled issuers is the fact that it is frequently difficult to obtain reliable information as to their true financial prospects. The market prices of distressed securities are subject to abrupt and erratic market movements and excessive price volatility, and the “bid-ask” spreads for such securities may be greater than normally expected. If a company is in bankruptcy, bondholders’ and other creditors’ claims are subject to factors such as deterioration of collateral during a stay in bankruptcy, challenges and/or possible invalidation of security interests, and disallowance or subordination of claims, all of which may be difficult to predict. Failure to accurately assess these situations could have a detrimental effect on the Funds’ distressed investments. Investments of this type can result in significant or even total losses. Private Debt Transactions The Funds invest in bank loans, makes loans directly to creditors and engages in other types of private debt investments. Such investments are not traded on regulated exchanges, are not registered with U.S. or other governmental authorities and are not subject to the rules of any self- regulatory organization. Investment in bank loans may be in the form of either a participation or an assignment, although Taconic generally expects most bank loan investments to be assignments. There are varying sources of statistical default rate data for term bank loans and numerous methods for measuring default rates. The historical performance of the term loan market is not necessarily indicative of its future performance. Should increases in default rates occur with respect to the bank loans in which the Funds invest, the Funds will suffer greater losses or reduced profits. Such information may be limited or unavailable with respect to other debt investments made by the Funds. The Funds invest in bank loan participations, which involve certain risks in addition to those associated with direct loans. A bank loan participant has no contractual relationship with the borrower of the underlying bank loan. As a result, the participant is generally dependent upon the lender to enforce its rights and obligations under the agreement in the event of a default and may not have the right to object to amendments or modifications of the terms of such agreement. A participant in a syndicated bank loan generally does not have voting rights, which are retained by the lender. In addition, a bank loan participant is subject to the credit risk of the lender as well as the borrower, since a bank loan participant is dependent upon the lender to pay its percentage of payments of principal and interest received on the underlying loan. Short Sales Taconic engages in a significant amount of short selling. Short selling, which involves selling securities not owned by the Funds, necessarily involves certain risks. These transactions expose the Funds to the risk of loss in an amount greater than the initial investment, and the losses can increase rapidly and without an effective limit. There is the risk that the securities borrowed by the Funds in connection with a short sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short sellers of the security are receiving similar requests, a “short squeeze” can occur, and the Funds may be compelled to replace borrowed securities previously sold short with purchases on the open market at a very disadvantageous time, possibly at prices significantly in excess of the proceeds received in originally selling the securities short. Derivatives in General; Hedging The Funds use a variety of financial instruments, such as short sales, options, swaps, swaptions, caps and floors, futures and forward contracts and similar derivatives, both for investment and risk management purposes. The use of derivative instruments involves a variety of material risks, including the extremely high degree of leverage sometimes embedded in such instruments. While the Funds may enter into derivative transactions to seek to reduce risk, such transactions may not be fully effective in mitigating the risks in all market conditions or against all types of risk (including unanticipated risks), incurring losses to the Funds. The pricing relationships between derivatives and the instruments underlying such derivatives may not correlate with historical patterns, resulting in unexpected losses. Accordingly, such derivative transactions may result in poorer overall performance for the Funds than if they had not engaged in such transactions. Use of derivatives and other techniques such as short sales for hedging purposes involves certain additional risks, including (i) dependence on the ability to predict movements in the price of the investments hedged; (ii) imperfect correlation between movements in the investments the on which the derivative is based and movements in the assets of the underlying portfolio; and (iii) possible impediments to effective portfolio management or the ability to meet short-term obligations because of the percentage of a portfolio’s assets segregated to cover its obligations. In addition, by hedging a particular position, any potential gain from an increase in the value of such position may be limited. Finally, Taconic may decide not to hedge against, or may not anticipate, certain risks and the Funds will remain exposed to certain risks that cannot be hedged in some instances. Swaps and Other Derivatives The Funds may enter into swap and similar derivative transactions involving or relating to interest rates, credit risks, non-U.S. currencies, commodities, securities, investment fund interests, indices, prices or other items. A bilateral swap transaction is an individually negotiated, non-standardized agreement between two parties to exchange cash flows (and sometimes principal amounts) measured by different interest rates, commodity prices, exchange rates, indices or prices, with payments generally calculated by reference to a principal (“notional”) amount or quantity. Bilateral swap contracts and similar derivative contracts are not traded on exchanges; rather, banks and dealers act as principals in these markets. As a result, the Funds are subject to the risk of the inability or refusal to perform with respect to such contracts on the part of the counterparties with which the Funds trade. Speculative position limits are not currently applicable to swap transactions, although the counterparties with which the Funds deal may limit the size or duration of positions available to the Funds as a consequence of credit considerations. However, the Dodd- Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) significantly expanded the CFTC’s authority to impose position limits with respect to swaps that are traded on a regulated exchange and certain swaps that perform a significant price discovery function. In response to this expansion of its authority, in 2012 the CFTC proposed a series of new speculative position limits with respect to futures and options on futures on so-called “exempt commodities: (which includes most energy and metals contracts) and with respect to agricultural commodities. Those proposed speculative position limits were vacated by a United States District Court, but the CFTC has again proposed a new set of speculative position rules which are not yet finalized (or effective). If the CFTC is successful in this second attempt, the size or duration of positions available to the Funds may be severely limited. All proprietary or client accounts owned or managed by Taconic are likely to be combined for speculative position limit purposes. A Fund could be required to liquidate positions it holds in order to comply with such limits, or may not be able to fully implement trading instructions generated by its trading models, in order to comply with such limits. Any such liquidation or limited implementation could result in substantial losses to a Fund. Regulation of Over-the-Counter Transactions Dodd-Frank requires that a substantial portion of over-the-counter (“OTC”) derivatives must be executed in regulated markets and submitted for clearing to regulated clearinghouses. OTC trades submitted for clearing are subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as margin requirements mandated by the CFTC, the Securities and Exchange Commission (the “SEC”) and/or federal prudential regulators. The CFTC has also imposed margin requirements on non-cleared OTC derivatives and new requirements that apply to the holding of customer collateral by OTC derivatives dealers. These requirements may increase the amount of collateral the Funds are required to provide and the costs associated with providing it. OTC derivatives dealers are also required to post margin to the clearinghouses through which they clear their customers’ trades instead of using such margin in their operations, as was widely permitted before Dodd-Frank. These requirements have increased and will continue to increase the OTC derivatives dealers’ costs, and these increased costs are generally passed through to other market participants (such as the Fund) in the form of higher upfront and mark-to-market margin, less favorable trade pricing and the imposition of new or increased fees, including clearing account maintenance fees. The CFTC requires certain derivative transactions that were previously executed on a bi-lateral basis in the OTC markets to be executed through a regulated futures or swap exchange or execution facility. The SEC is also expected to impose similar requirements on certain security-based derivatives in the near future, though it is not yet clear when these parallel SEC requirements will go into effect. Such requirements may make it more difficult and costly for investment funds, including the Funds, to enter into highly tailored or customized transactions. They may also render certain strategies in which the Funds might otherwise engage impossible or so costly that they will no longer be economical to implement. If the Funds decide to execute derivatives transactions through such exchanges or execution facilities — and especially if it decides to become a direct member of one or more of these exchanges or execution facilities — the Fund would be subject to the rules of the exchange or execution facility, which would bring additional risks and liabilities, and potential additional regulatory requirements under applicable regulations and under rules of the relevant exchange or execution facility. OTC derivatives dealers are now required to register with the CFTC and will ultimately be required to register with the SEC. Registered swap dealers are also subject to minimum capital and margin requirements, business conduct standards, disclosure requirements, reporting and recordkeeping requirements, transparency requirements, position limits, limitations on conflicts of interest, and other regulatory burdens. These requirements further increase the overall costs for OTC derivatives dealers, which may be passed along, at least partially, to market participants in the form of higher fees or less advantageous dealer marks as market changes continue to be implemented. It remains unclear how the OTC derivatives markets will adapt to this new regulatory regime, along with additional, sometimes overlapping, regulatory requirements imposed by non-U.S. regulators. Although Dodd-Frank requires many OTC derivative transactions previously entered into on a principal-to-principal basis to be submitted for clearing by a regulated clearinghouse, certain of the derivatives that may be traded by the Funds may remain principal-to-principal or OTC contracts between the Funds and third parties entered into privately. The risk of counterparty nonperformance can be significant in the case of these over-the-counter instruments, and “bid-ask” spreads may be unusually wide in these heretofore substantially unregulated markets. To the extent not mitigated by Dodd-Frank, if at all, the risks posed by such instruments and techniques, which can be extremely complex and may involve leveraging of the Fund’s assets, include: (i) credit risks (the exposure to the possibility of loss resulting from a counterparty’s failure to meet its financial obligations); (ii) market risk (adverse movements in the price of a financial asset or commodity); (iii) legal risks (the characterization of a transaction or a party’s legal capacity to enter into it could render the financial contract unenforceable, and the insolvency or bankruptcy of a counterparty could preempt otherwise enforceable contract rights); (iv) operational risk (inadequate controls, deficient procedures, human error, system failure or fraud); (v) documentation risk (exposure to losses resulting from inadequate documentation); (vi) liquidity risk (exposure to losses created by inability to prematurely terminate the derivative); (vii) system risk (the risk that financial difficulties in one institution or a major market disruption will cause uncontrollable financial harm to the financial system); (viii) concentration risk (exposure to losses from the concentration of closely related risks such as exposure to a particular industry or exposure linked to a particular entity); and (ix) settlement risk (the risk faced when one party to a transaction has performed its obligations under a contract but has not yet received value from its counterparty). Under Dodd-Frank, a substantial portion of OTC derivatives are required to be cleared through central clearing counterparties providing central clearing of OTC derivatives, as contemplated in Dodd-Frank (each, a “CCP”). The use of CCPs may reduce certain risks in the OTC derivatives markets but does not eliminate all risks of loss. Dodd-Frank has created a fragmented CCP clearing mechanism. In connection with future regulations, CCPs may be permitted to clear more risky and less-liquid OTC derivatives. Notwithstanding the financial safeguard systems that the CCPs are required to implement, in the event of a market crisis, if a CCP’s financial resources and safeguards are inadequate to resolve one or more clearing member defaults or insolvencies, it is possible that a CCP may itself become insolvent, thus posing a systemic risk to the financial system and a risk of loss to the Funds on its OTC derivatives that are cleared through such CCP. Investment in Small Companies Although the Funds focus generally on larger capitalization stocks in equity investing activities, there is no limitation on the size or operating experience of the companies in which the Funds may invest. Some small companies in which the Funds may invest may lack management depth or the ability to generate internally or obtain externally the funds necessary for growth. Companies with new products or services could sustain significant losses if projected markets do not materialize. Further, such companies may have, or may develop, only a regional market for products or services and may be adversely affected by purely local events. Such companies may be small factors in their industries and may face intense competition from larger companies and entail a greater risk than investment in larger companies. Non-U.S. Investments The Funds make non-U.S. investments, including those of emerging and frontier markets. Such investments may be subject to a greater risk than U.S. investments due to non-U.S. economic, political and legal developments, including favorable or unfavorable changes in currency exchange rates, abandonment of a common currency, withdrawal of one or more countries from a common currency, exchange control regulations (including currency blockage), expropriation of assets or nationalization, imposition of taxes on dividends, interest payments or capital gains, the need for approval by government or other authorities to make investments, governmental corruption and lack of transparency and possible difficulty in obtaining and enforcing judgments against non-U.S. entities and other factors beyond the control of the Funds. Furthermore, issuers of non-U.S. securities are subject to different, often less comprehensive accounting, reporting or disclosure requirements than U.S. issuers. The securities markets of some countries in which the Funds may invest have substantially less volume than those in the United States, and securities of certain companies in non-U.S. countries are less liquid and more volatile than securities of comparable U.S. companies. Accordingly, non-U.S. markets may be subject to greater influence by adverse events generally affecting the market, and by large investors trading significant blocks of securities, than is usual in the United States. Brokerage commissions and other transaction costs on securities exchanges in non-U.S. countries are generally higher than in the United States. Non- U.S. securities settlements may in some instances be subject to delays and related administrative uncertainties. These risks are heightened in emerging and frontier markets. Reliance on Corporate Management and Financial Reporting Taconic relies on the financial information made available by the issuers in which the Funds invest. Taconic has no ability to independently verify the financial information disseminated by the numerous issuers in which the Funds may invest and is dependent on the integrity of both the management of these issuers and the financial reporting process in general. Corporate mismanagement, fraud and accounting irregularities relating to the Funds’ positions may result in material losses. Equity prices are particularly vulnerable to corporate mismanagement. Options The Funds invest in options. Purchasing put and call options, as well as writing such options, are highly specialized activities and entail greater than ordinary investment risks. Although an option buyer’s risk is limited to the amount of the original investment for the purchase of the option, an investment in an option may be subject to greater fluctuation than is an investment in the underlying securities. In theory, an uncovered call writer’s loss is potentially unlimited. The risk for a writer of a put option is that the price of the underlying securities may fall below the exercise price. The ability to trade in or exercise options may be restricted in the event that trading in the underlying securities becomes restricted. The Funds may take advantage of opportunities with respect to swaps, options on various underlying instruments and swaptions and certain other customized “synthetic” derivative instruments, including instruments which are not presently contemplated or available for use by the Funds, which may involve special and unforeseeable risks. Futures and Options on Futures Contracts In entering into futures contracts and options on futures contracts, there is a credit risk that counterparty will not be able to meet its obligations. The counterparty for futures contracts and options on futures contracts traded in the United States and on most foreign futures exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of its members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members (i.e., some foreign exchanges), it is normally backed by a consortium of banks or other financial institutions. There can be no assurance that any counterparty, clearing member or clearinghouse will be able to meet its obligations. In addition, under the Commodity Exchange Act, futures commission merchants are required to maintain customers’ assets on a segregated basis. If a Fund engages in futures and options contract trading and the futures commission merchants with whom that Fund maintains accounts fail to so segregate that Fund’s assets or are not required to do so, the Fund will be subject to a risk of loss in the event of the bankruptcy of any of its futures commission merchants. Even where customers’ funds are properly segregated, a Fund might be able to recover only a pro rata share of its property pursuant to a distribution of a bankrupt futures commission merchant’s assets.
Futures contracts gains and losses are marked-to-market daily for purposes of determining margin requirements. Option positions generally are not, although short option positions will require additional margin if the market moves against the position. Due to these differences in margin treatment between futures and options, there may be periods in which option positions on both sides must be closed down prematurely due to short-term cash flow needs. Were this to occur during an adverse move in the spread or straddle relationships, a substantial loss could occur. Under certain circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract or an option on a futures contract can vary from the previous day’s settlement price; once that limit is reached, no trades may be made that day at a price beyond the limit. Daily price limits do not limit potential losses because prices could move to the daily limit for several consecutive days with little or no trading, thereby preventing liquidation of unfavorable positions. Mortgage-Backed Securities The Funds invest in mortgage-backed securities (“MBS”), including indexes based on MBS. MBS are securities that entitle the holders thereof to receive payments that depend on the cash flow from mortgage loans secured by real estate (except for rights or other assets designed to ensure the servicing or timely distribution of proceeds to holders of such securities). MBS have yield and maturity characteristics corresponding to their underlying assets. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity when the entire principal amount comes due, payments on certain MBS (principally relating to residential mortgages) include both interest and a partial payment of principal. This partial payment of principal may comprise both a scheduled principal payment as well as an unscheduled payment from the voluntary prepayment, refinancing, or foreclosure of the underlying loans. As a result of these unscheduled payments of principal, or prepayments on the underlying securities, the price and yield of MBS can be adversely affected. For example, during periods of declining interest rates, prepayments can be expected to accelerate, and the Funds would be required to reinvest the proceeds at the lower interest rates then available. Prepayments of mortgages that underlie securities purchased at a premium could result in capital losses because the premium may not have been fully amortized at the time the obligation is prepaid. In addition, like other interest-bearing securities, the values of MBS generally fall when interest rates rise, but when interest rates fall, their potential for capital appreciation is limited due to the existence of the prepayment option. There is no geographic, credit or other restrictions with respect to the mortgage collateral which may be collateralized. Commercial mortgage-backed securities and asset-backed securities are also subject to comparable risks. Securities Lending As a means of earning additional income or for other reasons, the Funds from time to time lends securities from their portfolios to brokers, dealers and other financial institutions that need to borrow securities to complete certain transactions. Each Fund’s lending of securities is generally governed by a master securities loan agreement, which, among other things, requires the borrower to pledge collateral to that Fund to secure the return of the loaned securities and the borrower’s other obligations under the master securities loan agreement. In general, the collateral provided by the borrower may consist of certain types of securities, cash or irrevocable letters of credit. The Funds are entitled to payments in amounts equal to the interest, dividends or other distributions payable on the loaned securities, which affords the Funds an opportunity to earn interest on the amount of the loan and current income on the loaned securities themselves. However, Taconic does not vote proxies on securities that are lent. In addition, the Funds might experience a loss of any institution with which the Funds have engaged in a portfolio loan transaction breaches its agreement with the Funds. If the borrower becomes insolvent or bankrupt, the Funds could experience delays and costs in recovering loaned securities. To the extent that, in the meantime, the value of the loaned securities declines, the Funds could experience further losses. Activist Investing and Special Situations Taconic from time to time seeks to effect change in companies in which it invests in order to increase the value of such investment. Such changes may involve mergers, acquisitions, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In addition, Taconic may make investments in companies based on their involvement in (or their being a target of) acquisition attempts, tender offers, work-outs, liquidations, spin-offs, reorganizations, bankruptcies and similar transactions. In any such investment, there exists the risk that the anticipated changes or transactions will be unsuccessful, take considerable time or will result in a distribution of cash or a new security the value of which will be less than the purchase price to the Funds of the security or other financial instrument in respect of which such distribution is received. Similarly, if an anticipated transaction does not in fact occur, the Funds may be required to sell its investment at a loss. Because there is substantial uncertainty concerning the outcome of these transactions, there is a potential risk of loss by the Funds of its investment in such companies. The Funds may also seek to work constructively with management of certain of the Funds’ investments. There can be no assurance that the management of any company will agree or acquiesce to the Funds’ involvement in the affairs of the company, or that the strategies that the Funds hope to implement will be effective. Portfolio companies may respond to the Funds’ proposals by litigation or other defensive measures, which may adversely affect the value of the Funds’ investment and may result in high transaction expenses, particularly if the Funds resort to measures to protect the value of its investment. If the Funds resort to protective measures, such activity could also produce negative publicity for the Funds, which may itself have adverse consequences. Activist investing may expose a Fund to significant legal and regulatory risk. Such investing may also subject a Fund to filing fees and other additional expenses, may require the Fund to publicly disclose certain of its positions and may adversely affect the Fund’s ability to acquire or dispose of investment positions. The Principals or any other officers or employees of Taconic may serve as executive officers or directors of certain companies in which the Fund invests. The exercise of control or influence over the management and policies of a company through such service could expose the assets of the Fund to claims by the portfolio company, its security holders and creditors, or could impose additional risks of liability for environmental damage, product defects, failure to supervise management, violation of governmental regulations and other types of liability. If these liabilities were to occur, the Fund could suffer losses in their investments. Markets with Limited Liquidity Some of the securities and other assets in which the Funds invest are thinly traded, which means that they may have limited liquidity and may be disposed of quickly only at substantial discounts or losses. The limited liquidity of a Fund’s portfolio may affect the ability of investors to receive cash withdrawal proceeds. If withdrawals or other distributions are affected in kind, investors may be required to bear the economic risk of ownership of such investments for an indefinite period. In addition, investments held as side pocket investments may not be withdrawn until such investments are liquidated or another realization or deemed realization event occurs. These and other risks are described in more detail in the each Fund’s Confidential Private Offering Memorandum. Investing in securities involves a risk of loss that you should be prepared to bear. Supply of Investment Opportunities and Demand for Such Investments Among other factors, the returns on investments available in the marketplace are a function of the supply of investment opportunities and the amount of capital investing in such opportunities. The Fund’s returns fluctuate with the supply of, and demand for, investment opportunities available in the marketplace. Leverage The Funds leverage its securities positions by borrowing funds from securities broker-dealers, banks or others, by trading on margin, and by trading derivative instruments that are inherently leveraged. In addition, the Funds may incur financing charges relating to such borrowing. The unavailability of debt financing at favorable terms, whether from prime brokers, banks or others, may have a negative impact on the Fund’s returns. There is no assurance that the Funds will continue to be able to secure sufficient debt financing for its current investment strategy, or that debt financing, if available, will be available at favorable terms. Certain Funds may secure interim financing for the purpose of bridging Capital Calls to fund investments and for general investment purposes. If necessary, a Fund may secure interim financing by borrowing from another Taconic entity or from a service provider to such Fund that will draw down on its line of credit. Taconic has a potential conflict in determining such loan terms with another Taconic entity. Furthermore, Taconic will have a conflict of interest should any scenario involving a default under such arrangement arise or be contemplated. Taconic may be in a position where it must enforce the terms of a loan agreement against the relevant Fund. General Real Estate Risks The Funds may invest in real estate, either directly in debt secured by real estate and other hard assets or in real estate investment trusts. The value of real estate fluctuates depending on conditions in the general economy and the real estate business. The factors that affect the value of real estate investments include, among other things: national, regional and local economic conditions; the condition of financial markets; developments or trends in a particular industry; competition from other available space; local conditions such as an oversupply of space or a reduction in demand in the area; management of properties; the development and/or redevelopment of properties; changes in market rental and occupancy rates; the timing and costs associated with property improvements and rentals; changes in operating expenses; the financial condition of tenants; availability of obtaining financing on acceptable terms; fluctuations in interest rates; changes in zoning laws and taxation; government regulation; potential liability under environmental or other laws or regulations; and acts of God, terrorist attacks, social unrest and civil disturbances. The value of a Fund’s investments directly in real estate or in debt secured thereby may decline as a result of adverse changes in any of these factors. In addition, adverse changes in the real estate market increase the probability of default, as the equity in the underlying property declines. Investing in real estate and real estate-related instruments is subject to cyclicality and other uncertainties. There can be no assurance as to a Fund’s performance in a weaker market or weakened economy. The cyclicality and leverage associated with real estate and real estate-related investments have historically resulted in periods, including significant periods, of adverse performance, including performance that may be materially more adverse than the performance associated with other investments. Risk of Litigation In the ordinary course of business, the Funds may be subject to litigation from time to time and is currently involved in various litigation. In addition, the Funds may accumulate substantial positions in the securities of issuers that become involved in proxy contests or other litigation. As a result of such investments, the Funds may be named as a defendant in a lawsuit or regulatory action. The outcome of such proceedings, which may materially adversely affect the value of the Funds, may be impossible to anticipate, and such proceedings may continue without resolution for long periods of time. Any litigation may result in substantial expense to the Fund and may consume substantial amounts of Taconic’s time and attention, and such expense, time and devotion of resources to litigation may, at times, be disproportionate to the amounts at stake in the litigation. Cybersecurity Breaches The Funds are subject to risks associated with a breach in its cybersecurity. Cybersecurity is a generic term used to describe the technology, processes and practices designed to protect networks, systems, computers, programs and data from “hacking” by other computer users, other unauthorized access and the resulting damage and disruption of hardware and software systems, loss or corruption of data as well as misappropriation of confidential information. If a cybersecurity breach occurs, the Funds may incur substantial costs, including those associated with: forensic analysis of the origin and scope of the breach; increased and upgraded cybersecurity; investment losses from sabotaged trading systems; identity theft; unauthorized use of proprietary information; litigation; adverse investor reaction; the dissemination of confidential and proprietary information; and reputational damage. Any such breach could expose both Taconic and the Funds to civil liability as well as regulatory inquiry and/or action. In addition, any such breach could cause substantial withdrawals from the Funds. In addition, Fund investors could be exposed to additional losses as a result of unauthorized use of their personal information. United Kingdom Membership in the European Union The United Kingdom held a referendum on June 23, 2016 at which the electorate voted to leave the European Union (the “EU”). On March 29, 2017, the government of the United Kingdom invoked article 50 of the Treaty of Lisbon (the “Treaty”), which had the effect of formally initiating the withdrawal of the United Kingdom from the EU. The Treaty provides for a period of up to two years for negotiation of withdrawal arrangements, at the end of which (whether or not agreement has been reached) the treaties cease to apply to the withdrawing Member State unless the European Council, in agreement with the Member State concerned, unanimously decides to extend this period (a “Transitional Period”). In March 2018, the UK and the EU Council agreed in principle to a Transitional Period lasting 21 months, which would move the effective date of the UK’s withdrawal from the EU to December 31, 2020. However, this agreement in principle is conditional upon the UK and EU agreeing the wider terms of the UK’s withdrawal from the EU. If no such agreement is reached, the UK will withdraw from the EU on March 29, 2019. During, and possibly after, this period there is likely to be considerable uncertainty as to the position of the United Kingdom and the arrangements that will apply to its relationships with the EU and other countries following its withdrawal. This uncertainty may affect other countries in the EU, or elsewhere, if they are considered to be impacted by these events. The impact of such events on the Funds and Taconic is difficult to predict but they may adversely affect the returns of the Funds and its investments. There may be detrimental implications for the value of certain of the Funds’ investments, their ability to enter into transactions or to value or realize such investments or otherwise to implement its investment program. Once the position of the United Kingdom and the arrangements which will apply to its relationships with the EU and other countries have been established, or if the United Kingdom ceases to be a member of the EU without having agreed on such arrangements or before such arrangements become effective, it is possible that certain of the Funds’ investments may need to be restructured to enable the Funds’ objectives fully to be pursued. This may increase costs or make it more difficult for the Funds to pursue its objectives. MiFID II The European Union Markets in Financial Instruments Directive (Directive 2014/65/EU) and Markets in Financial Instruments Regulation (Regulation (EU) no 600/2014) (together, “MiFID II”) govern the provision of investment services and activities in relation to, as well as the organized trading of, financial instruments such as shares, bonds, units in collective investment schemes and derivatives. MiFID II was required to be implemented in EU member states as of January 3, 2018. Although the Funds are not organized in the EU, and are not authorized or regulated by any EU member state financial services regulator, certain aspects of MiFID II may have an impact on the Funds. MiFID II imposes certain restrictions as to the trading of shares and derivatives, which could apply to transactions made by or with the Funds. Subject to certain conditions and exceptions, the Funds may be unable to trade shares or derivatives with affected counterparties other than as provided by MiFID II. MiFID II also applies position limits to the size of a net position that a person can hold at all times in commodity derivatives traded on EU trading venues and in “economically equivalent” OTC derivatives. More generally, EU regulated firms that have trading relationships with the Funds may be obligated by MiFID II to impose certain requirements on the Funds, or they may seek to do so contractually, with a view to satisfying their own compliance obligations. It is difficult to predict the full impact of MiFID II on the Funds and Taconic. please register to get more info
Taconic has not been involved in any legal or disciplinary events since its inception that would be material to your evaluation of Taconic’s advisory business or integrity of its management. In addition, none of Taconic’s principals or employees has been involved in any legal or disciplinary events in the past ten years (or, to our knowledge, prior to that ten-year period) that would be material to your evaluation of Taconic, the Funds or any of Taconic’s personnel. please register to get more info
Neither Taconic nor any of its principals or employees has any relationships or arrangements with a related financial services company or other service provider that pose material conflicts of interest. As previously noted, Taconic provides investment management services to the private investment funds identified at Item 4 of this Brochure. In addition, Taconic has formed a number of entities to serve as General Partner to Taconic and to the Funds that are structured as Delaware limited partnerships or Cayman limited partnerships. Those General Partner entities are identified below: Name of Entity Serves as General Partner to Taconic Capital Performance Partners LLC Taconic Capital Advisors L.P. Taconic Capital Partners LLC Taconic Capital Partners 1.5 L.P. Taconic Offshore Intermediate Fund 1.5 L.P. Taconic Master Fund 1.5 L.P. Taconic Associates LLC Taconic Opportunity Fund L.P. Taconic Opportunity Intermediate Fund L.P. Taconic Opportunity Master Fund L.P. Taconic Employee Fund L.P.
Taconic Sidecar GP LLC Taconic Sidecar Fund III L.P.
Taconic ECDF LLC Taconic European Credit Dislocation Fund II L.P. Taconic European Credit Dislocation Fund Offshore Fund II L.P. Taconic European Credit Dislocation Master Fund II L.P.
Taconic CREDF LLC Taconic CRE Dislocation Fund L.P. Taconic CRE Dislocation Onshore Fund L.P.
Taconic CREDF II LLC Taconic CRE Dislocation Fund II L.P. Taconic CRE Dislocation Onshore Fund II L.P
Taconic, the filing adviser, and its related investment advisers, Taconic Capital Advisors UK LLP and Taconic Capital Advisors (Hong Kong) Limited (each as a “Relying Adviser”), are together filing a single Form ADV in reliance upon guidance from the SEC and the Form ADV instructions. Taconic Capital Advisors UK LLP and Taconic Capital Advisors (Hong Kong) Limited are relying on the registration of Taconic and do not need to register separately with the SEC. Relying Advisers are considered to be registered with the SEC and, as such, are required to comply with all the provisions of the Act and the rules thereunder that apply to registered advisors. Registration does not imply a certain level of skill or training. Taconic Capital Advisors UK LLP (“Taconic UK”) is located in the United Kingdom and is managed through Taconic Capital Services UK Ltd., a wholly owned subsidiary of Taconic. Taconic UK is authorized and regulated by the Financial Conduct Authority of the United Kingdom. Taconic has entered into a subadvisory agreement with Taconic UK pursuant to which Taconic UK serves as a subadvisor to Taconic Capital Advisors L.P. in respect of all of the Funds identified at Item 4 of this Brochure other than the Employee Fund, the TCRED Funds and the TCRED II Funds and is paid out of the fees received by Taconic from each of the relevant Funds as described at Item 5 of this Brochure. Taconic Capital Advisors (Hong Kong) Limited (“Taconic Hong Kong”) is located in Hong Kong. Taconic Hong Kong is licensed and regulated by the Hong Kong Securities and Futures Commission. Taconic has entered into a subadvisory agreement with Taconic Hong Kong pursuant to which Taconic Hong Kong serves as a subadvisor to Taconic Capital Advisors L.P. in respect of the Opportunity Funds and Event-Driven Funds and is paid out of the fees received by Taconic from each of the relevant Funds as described at Item 5 of this Brochure. Taconic is registered with the Commodity Futures Trading Commission as a commodity pool operator. Taconic is also a member of the National Futures Association. please register to get more info
Personal Trading
Taconic principals and certain Taconic employees generally invest some of their personal assets in the Funds, and therefore hold indirect interests in the same underlying securities as other investors in the Funds. In addition, Taconic principals and employees may hold positions in, and sell for their own accounts (although only after preclearance) the same securities that Taconic buys and sells for the Funds. Taconic has adopted a Code of Ethics pursuant to the Investment Advisers Act of 1940 that limits the ability of Taconic personnel to trade in securities for their personal accounts and requires all personnel to preclear certain personal securities transactions with the Taconic Compliance Department. The Code also requires all personnel to report their personal trading activity to the Compliance Department. To reduce the potential conflicts between the personal trading of Taconic principals and employees and the trading of the Funds, the Code generally does not permit any Taconic principal or employee to purchase any single name publicly traded stocks or corporate bonds, and allows sales of such securities only after such person requests preclearance of such trades. As a practical matter, principals and employees are limited to trading in pooled vehicles such as mutual funds, closed-end investment companies, ETFs and private investment funds, as well as certain private securities, municipal bonds, government securities, and other high quality, short-term debt securities that Taconic has determined are not likely to cause a conflict with the Funds’ trading. The Code also explains each person’s duty to maintain the confidentiality of Taconic’s proprietary information as well as a policy against insider trading and restrictions with respect to giving or receiving of gifts and entertainment or making political contributions. Taconic provides all principals and employees with annual Code of Ethics training, and Taconic provides supplemental training with respect to the issues surrounding the use of material, non-public information from time to time, as needed. Upon request, Taconic will send you a copy of the Code of Ethics free of charge. Taconic does not engage in principal transactions or agency cross transactions. To the extent permitted by applicable law, Taconic may enter into transactions and invest in securities, instruments or other investments (including other forms of financing) on behalf of the Funds in which Taconic or its affiliates acts as agent on behalf of the Fund and the other Taconic-affiliated party to the transaction. Cross transactions enable Taconic to purchase or sell a block of securities or other investments for the Funds at a set price and possibly avoid an unfavorable price movement that may be created through entrance into the market with such purchase or sell order. The relevant affiliate may have a potentially conflicting division of responsibilities to both parties to such cross transaction. Taconic will only consider engaging in a cross transaction with an affiliate of Taconic to the extent permitted by applicable law, including, if required or appropriate, the making of appropriate disclosure to and compliance with the policies set forth below under “Offer of Instruments Held by the Taconic Funds.” Also, from time to time, for business reasons Taconic may prefer to transfer the economic performance of portfolio assets (without transferring the actual assets) or to purchase or sell assets among certain Funds within the same Fund family by using swap agreements, participation agreements and other arrangements. As with the purchase or sale of assets amount the Funds, Taconic has a conflict of interest in determining the economic terms of these arrangements. Taconic will also have a conflict of interest should any of these arrangements suffer a default. Taconic acts in what Taconic believes to be the best interests of all entities, basing pricing determinations on identical valuation procedures for each of such entities. Because both Taconic’s principals and employees and its General Partner entities invest in the Funds, there may be an incentive to allocate investments in the Funds in a way that favors Taconic. Taconic has adopted allocation procedures that are designed to ensure that all allocations are made in the best interests of the Funds. Please see Multiple Clients; Trade Aggregation and Allocation under Item 12 – “Brokerage Practices,” for a summary of these procedures. Offer of Instruments Held by the Taconic Funds Taconic from time to time offers to one or more Funds, other Taconic Funds and/or other funds or accounts managed or advised by third party managers, participations in, and/or assignments or sales of, loans (or interests therein) or other assets that Taconic has acquired (whether at original issuance or otherwise). Such offers will usually be made after Taconic has held such investment (including the portion offered) for a period of time. In the event that there are significant losses in respect of such investment prior to such sale or assignment, Taconic would bear all such losses. If such an offer is made to any Fund, the price of the participation or assigned or sold interest (as the case may be) will be based upon the fair value as determined in accordance with Taconic’s Valuation Policy. To the extent there is no observable market price or exchange price, such valuation will be established based in accordance with Taconic’s Valuation Policy (including, if necessary, third-party valuations) and reviewed by Taconic’s Valuation Committee. Further, the decision by Taconic to offer participations in and/or assignments or sales of investments (or interests therein) will be made by certain Principals of Taconic, and the decision by the other Funds to accept or reject such offer will similarly be made by certain other Principals of Taconic in accordance with Taconic’s policies. please register to get more info
Brokerage Selection, Best Execution and Use of Soft Dollars Taconic is authorized, without limitation, to determine the broker or dealer to be used for each securities transaction for the Funds and to determine the commission rates paid on equity trades, and the final price paid on fixed income or other trades where a spread is built in the price in lieu of commission. In placing orders, Taconic seeks the most favorable execution terms reasonably available given the specific circumstances of each trade. Taconic considers the overall reputation and the level of service provided in selecting brokers to execute transactions. While Taconic generally seeks the most competitive rate, Taconic may select brokers who have a superior level of service rather than the lowest commission rate available on equity trades. Similarly, in the fixed income context factors other than price may factor into the execution decision. Where best price and execution may be obtained from more than one dealer, Taconic may purchase and sell securities through dealers who provide research, statistical and other information. Taconic uses soft dollar benefits to service all of the Funds, not just the particular Fund or Funds that generated the soft dollars, although within any particular transaction the Fund generating the soft dollar benefit may not benefit from the research or other information obtained. In general, brokers may provide the following research or general assistance: General economic and market reviews; Industry and company reviews; Evaluations of investments and recommendations as to the purchase and sale of investments; and Assistance in obtaining access to corporate executives, including on-site corporate visits, as well as access to industry experts and invitations to industry seminars. When Taconic uses brokers who also provide us with research or services, a portion of the commission the Funds pay to such brokers pays for such research or services. In these cases, Taconic receives a benefit because Taconic does not pay for such research or services. Taconic may have an incentive to select or recommend a broker-dealer based on its interest in receiving particular research or services, rather than on the Funds’ interest in receiving the most favorable execution. In selecting brokers, Taconic makes a good faith determination that the amount of transaction fees charged by a broker are reasonable in comparison to the value of the research services provided. Taconic accepts research from brokers in accordance with the provisions of Section 28(e) of the Securities Exchange Act of 1934, as amended. Taconic largely accepts proprietary research, but also have entered into client commission arrangements under which Taconic agrees with a broker executing trades for the Funds that a portion of the commissions paid by the Funds will be used to pay third party research providers. Taconic structures all such arrangements in accordance with SEC guidance in this area. Taconic also reviews the level of trading allocated to each of its client commission arrangement brokers to determine that such allocation is appropriate in light of the quality of the execution provided and the amount of research obtained, and that research credits earned through such relationships are promptly spent to acquire research. MiFID II creates distinctions between the treatment of broker research arrangements in the European Union member states and their treatment elsewhere. Taconic complies with the relevant rules of MiFID II when paying for broker research in the UK and the SEC rules when paying for broker research in the United States. For investment services or strategies managed in the UK, the Funds will absorb the cost of broker research separately from execution cost. For investment services or strategies managed in the U.S. and Hong Kong, the Funds will continue to contribute to the payment of broker research through their brokerage commissions. A conflict of interest may exist in that certain brokers that execute transactions for a Fund may also provide prime brokerage services, including capital introductions, for that Fund. In addition, affiliates of certain executing brokers may invest in one or more Funds. Taconic does not consider whether a broker provides prime brokerage services or whether its affiliate invests in the Funds when Taconic evaluates such broker’s execution quality or select brokers to execute trades. In addition to the foregoing, Taconic receives consulting assistance services from one or more prime brokers, including, but not limited to, consulting assistance with facilities management technology, design and build, operational processes, real estate and third party service providers. The prime brokers will provide such consulting assistance services in complement to, and not in place of, Taconic’s independent professional advisors and service providers. The benefits provided to Taconic by receipt of the consulting assistance from the prime broker will assist Taconic, either directly or indirectly, in the provision of efficient investment management services to the Funds and to other third parties. The receipt by Taconic of the assistance services from any prime broker may give rise to an actual or potential conflict of interest for Taconic. Taconic will manage any such actual or potential conflict of interests appropriately and will not allocate business or effect transactions on behalf of the Fund with the prime broker where to do so would conflict with Taconic’s duties to the Fund. Multiple Clients; Trade Aggregation and Allocation Taconic manages and provides investment advice to the Funds and/or other investment entities, including vehicles established to participate in co-investment opportunities, and may in the future provide investment advice to additional investment entities and separately managed accounts with investment strategies and policies similar in many respects to, or very different from, the Funds. There are no restrictions on Taconic’s ability to manage accounts of other clients following the same or different investment objectives, philosophies and strategies as those used for the Funds, and the Funds may hold overlapping or competing positions. The results of the Funds’ activities may differ significantly from the results achieved by Taconic for any other accounts or clients for which it may manage or provide investment advisory services. Such vehicles or accounts may provide compensation to Taconic that is greater than that provided by the Funds, and Taconic may have financial or other incentives to favor such vehicles or accounts over the Funds. Taconic may aggregate orders of Funds Taconic manages for trade execution and thereafter allocate the securities on an average price to such Funds. This does not necessarily result in reduced brokerage commission rates. In some cases, average pricing may result in higher or lower execution prices than those otherwise obtainable by a single Fund. Taconic believes that its policy for aggregating and allocating Fund orders is consistent with statements made by the U.S. Securities and Exchange Commission with respect to aggregation. Taconic also believes that aggregation is consistent with its duty to seek best execution for all clients. A conflict could arise in the allocation of investment opportunities among Funds. To the extent a particular investment is suitable for multiple Funds, Taconic intends to allocate investment opportunities in a fair and reasonable manner that Taconic believes will be in the best interests of all the Funds involved over time, but Taconic can make no assurances of equal treatment. Taconic may allocate an investment opportunity wholly or primarily to some, but not all Funds, and certain Funds may not participate at all in such investment or may participate only on a limited basis. Certain Funds may also benefit from an investment made by another Fund as such investment may create additional investment opportunities for certain Funds. Taconic may take the following factors (among others) into account in allocating investments among the Funds: the nature of the security to be allocated and the size of the available position; each Fund’s investment objective and strategies; each Fund’s risk profile; each Fund’s tax status; each Fund’s size; the total portfolio invested position; supply or demand for a security at a given price level; current market conditions, timing of cash flows and account liquidity; and any other information deemed to be relevant to the fair allocation of securities. In addition, because the Funds may at times take conflicting positions, there may be instances where Taconic takes an action with respect to one Fund that is beneficial to that Fund but not to others and may negatively affect the value of investments held in such other Funds. To the extent that a Fund allocates an investment opportunity arising out of a position held by the Fund to another Fund, such other Fund will generally, to the extent practicable, reimburse the originating Fund for the cost of participating in such investment opportunity, if any, as will be determined by the Taconic in accordance with its allocation policies. Trade Errors Taconic has adopted a formal trade error policy that includes a process for tracking and resolving such errors. An overriding principle in dealing with trade errors made by Taconic is that the Funds never pay for losses that are deemed to be material resulting from such errors. Taconic will correct each error promptly, equitably and in the best interests of its clients. In adherence to Section 28(e) of the Securities Exchange Act of 1934, Taconic does not use “soft dollar” trading to compensate for errors nor will Fund accounts be charged in correcting trading errors. In general, when Taconic discovers a trade error and identifies the responsible party, Taconic addressed the error the same day. Taconic reimburses the Fund for the amount of the loss, if it is deemed to be material. Taconic defines a material error as an error that in the aggregate across all affected Funds is more than $10,000. please register to get more info
The Portfolio Manager of a Fund reviews the holdings of that Fund on a daily basis. Each Portfolio Manager monitors holdings in light of its Fund’s investment guidelines and restrictions, as well as trading activity, significant corporate events, significant economic and general business conditions, and other activities that may dictate a change in portfolio positions. In addition, the Compliance Department uses a compliance system to monitor the portfolio of each Fund on a pre-trade and post-trade basis to ensure that Taconic has not violated the investment restrictions or guidelines of any Fund. Investors in the Funds receive weekly and month-end performance estimates via e-mail. As well, investors in the Funds receive a statement of their account on a monthly basis, which includes both monthly and year-to-date performance information, where such information is available, portfolio information sheets on a monthly basis and a quarterly letter, which updates investors on the Funds’ performance and any developments at Taconic during the previous quarter. Taconic also provides all Fund investors with that Fund’s audited financial statements and K-1's (if applicable) on an annual basis and with access to a password-protected website, at which they can access account and performance information. Fund investors may also obtain lagged portfolios upon request, provided that they sign a confidentiality agreement covering such information. please register to get more info
Taconic does not receive any economic benefit other than the fees described above for providing investment advice and advisory services to the Funds. From time to time, Taconic enters into arrangements with third parties to raise capital for the Funds. Such placement agents typically receive a flat fee or in some cases a percentage of the investments they bring to the respective Fund. There is a conflict of interest created by a placement agent’s compensation being based on the investor’s decision to invest. The placement agent may have incentive to recommend the Funds to its clients even if an investment in the Funds may not be in the best interest of its clients. please register to get more info
An adviser has custody if it acts in any capacity that gives the adviser legal ownership of, or access to, the client funds or securities. Hence, Taconic has custody of Fund assets because it or one of its affiliates either (1) acts as general partner of a Fund with the authority to dispose of funds and securities in such Fund’s account or (2) is deemed to have custody because of its ability to withdraw its fees directly from the Funds. Taconic maintains the majority of Fund assets at a prime broker, or custodial bank, all of whom are qualified custodians, as that term is defined under the custody rule under the Investment Advisers Act. Taconic self-custodies certain private, non- certificated investments such as bank debt and swaps in accordance with the private securities exemption of the custody rule. There is an independent agent for each bank debt position that maintains the ownership registers. In lieu of providing the quarterly custodial reports required by the custody rule, and in order to qualify for the private securities exemption described above, Taconic provides all Fund investors with audited financial statements of the relevant Fund within 120 days of such Fund’s fiscal year end. please register to get more info
Taconic has complete investment discretion over the portfolios of the Funds, and is only limited by the investment restrictions set forth in each Fund’s Confidential Private Offering Memorandum. please register to get more info
Taconic generally votes proxies on the Funds’ behalf and Taconic’s policy is to do so in the interest of maximizing shareholder value. To that end, Taconic will vote in a way that Taconic believes is consistent with its fiduciary duty, will cause the relevant position to increase the most or decline the least in value. Taconic considers both the short and long term implications of the relevant proposal in determining how to vote. Taconic has not identified any conflicts of interest between the Funds’ interests and its own within the proxy voting process. Nevertheless, if Taconic determines that a material conflict of interest exists in voting a proxy, the appropriate persons will meet and decide how to resolve the situation, including, where necessary, by hiring a third party to help resolve the conflict. Taconic may, on occasion, determine to abstain from voting a proxy or a specific proxy item when Taconic concludes that the potential benefit of voting is significantly outweighed by the costs of such vote. Examples of such situations are described in Taconic’s proxy voting policies and procedures. In addition, if Taconic receives “Class Action” documents on behalf of any Fund, Taconic will ensure that such Fund either participates in, or opts out of, any class action settlements received. Taconic will determine if it is in the best interest of the Funds to recover monies from a class action. The Portfolio Manager or other member of the Investing Desk covering the company will determine the action to be taken when receiving class action notices. In the event Taconic opts out of a class action settlement, Taconic will maintain documentation of any cost/benefit analysis that was performed to support such decision. Taconic’s complete proxy voting policy and procedures, including its policy with respect to class actions, are available for review. In addition, Taconic’s complete proxy voting record is available to Fund investors, and only to Fund investors. Please contact us at FundInvestments@taconiccap.com if you have any questions or if you would like to review either of these documents. please register to get more info
Taconic has never filed for bankruptcy and is not aware of any financial condition that is expected to affect its ability to manage client accounts or meet contractual commitments to clients. please register to get more info
Open Brochure from SEC website
Assets | |
---|---|
Pooled Investment Vehicles | $9,739,399,978 |
Discretionary | $9,739,399,978 |
Non-Discretionary | $ |
Registered Web Sites
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