Services Titan Global Capital Management USA LLC (“Titan”), an SEC registered investment adviser, is a wholly-owned subsidiary of Titan Global Capital Management, Inc. (“Titan Global”) and has been in operation since 2020. Titan is a privately held company headquartered in New York, New York. Information about Titan’s organizational and ownership structure is provided on Part 1 of Titan’s Form ADV, which is available online at http://www.adviserinfo.sec.gov. We aim to offer a modernized, convenient investing experience for our Clients with access to a comprehensive array of managed and automated strategies. All of this is provided through an easy-to-use mobile app and web interface. Titan provides discretionary investment advisory services to separately managed accounts of individuals (each a “Client,” and collectively, “Clients”) in a program that bundles or “wraps” services together and charges a single fee based on the value of assets under management (the “Wrap Program” or the “Program”). The Program seeks to provide personalized, long-term oriented investment portfolios. The services provided under the Program are advisory, trade execution, clearance, settlement, custody and reporting.
Titan offers these services to individual taxable accounts and individual retirement accounts (“IRA”), specifically Roth and traditional accounts. Titan also offers personal financial planning, at its sole discretion, through the Program. In addition, Titan provides Clients with retirement account rollover recommendations in compliance with the U.S. Department of Labor's Prohibited Transaction Exemption 2020-02. From time to time, Titan intends to introduce additional products or services under the Program to continue to enhance our personalized, long-term oriented investment portfolio offerings. Future offerings will contain additional terms and conditions applicable to each such offering and additional disclosures describing associated risks.
The Wrap Program does not provide comprehensive financial or tax planning or legal advice, and Clients are advised and afforded the opportunity to seek the advice and counsel of the Client’s own tax, financial, and legal advisers. Neither Titan nor any of its affiliates are responsible for establishing or maintaining any Client’s compliance with the requirements of the Internal Revenue Code for a traditional IRA or Roth IRA, or any other type of account that may be offered through the Wrap Program or determining any Client’s individual tax treatment regarding such account. Furthermore, neither Titan nor any of its affiliates are responsible for withholding any tax penalties that may apply to Clients’ Titan accounts or for any state or federal income tax withholding, except as may otherwise be required by applicable law.
The Wrap Program seeks to provide personalized, long-term oriented investment portfolios that are invested in a personalized blend of Titan proprietary and automated equity strategies, Exchange traded funds (“ETFs”), US Treasury money market funds, and registered investment companies (“RICs”), as applicable based on personal information, including investment risk and financial parameters.
Titan’s proprietary equity strategies are actively managed, with the exception of Automated Bonds, Automated Equities, and our Crypto strategies, which are passively managed and may be rebalanced quarterly.
Depending on a Client’s investment risk profile and financial parameters, investing in one, several, or all strategies available on the Titan Platform may not be a complete investment program and Titan does not recommend that Clients use them as the sole component(s) of their investment plan. Advisory Business – Program Description Titan’s Wrap Program interacts with its Clients through a software application that is available through mobile platforms (the “Titan App”) and the Firm’s website,www.titan.com(collectively known as the “Titan Platform”). The advisory services are delivered through the Titan Platform.
Titan may occasionally provide advice in person or over the phone. Each Client provides personal information about themselves, including financial resources, investment goals and objectives by answering a questionnaire. Titan utilizes the information from the questionnaire to create an investment portfolio that is customized to each Client’s risk tolerance, financial parameters and investment objectives. For each Client’s portfolio plan, Titan may consider the Client’s employment status, income, investment goals and reasons to invest, investment time horizon and investable assets. Titan evaluates each Client’s responses and proposes a portfolio plan from among conservative, moderate and aggressive growth portfolios. The portfolio recommendation created by Titan for each Client is based largely upon the information provided by the Client. As such, the suitability of the investment plan recommendations is limited by and relies on the accuracy and completeness of the information provided by the Client. Titan does not capture any additional information not covered in the questionnaire in making its risk assessment and providing its investment advice. A Client may specify the degree of risk level (conservative, moderate, and aggressive risk tolerance) associated with their Client account, and the amount of assets in the Client account. A Client is able to restrict the purchase of specific securities, subject to certain limitations as stated in the Titan Platform. Each Client is able to update his/her risk profile or select a recommended portfolio with a different risk profile. Clients are obligated to update their information promptly if there are changes to their financial situation, goals, objectives, personal circumstances, time horizon or if other relevant information changes or becomes available.
A Client is required to enter into an investment advisory agreement with Titan (“Advisory Account Management Agreement”), which discusses the services the Client will receive, the fees charged to the Client, and the conditions of the Client’s relationship with Titan. Our advisory relationship begins upon the effective date of the Advisory Account Management Agreement with a Client. Any preliminary information provided to a Client before we accept the Advisory Account Management Agreement does not constitute investment advice under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and should not be relied on as such.
Clients enter into an agreement whereby Apex Clearing Corporation (“Apex”) will act as the clearing broker and qualified custodian for Client accounts and Titan Global Technologies LLC (“TGT”), Titan’s affiliated SEC-registered broker-dealer and FINRA member, acts as an introducing broker (such agreement, the “Customer Agreement”). Under the terms of the Customer Agreement, the Client authorizes (i) TGT to introduce all securities trades and transactions from Titan to Apex and (ii) Apex to establish and carry the Client’s account that holds the Client’s securities and cash and records the Client’s transactions in the Wrap Program.
Using Apex’s application program interface (“API”), the Titan Platform allows Clients to create an investment account instantly on any mobile device, tablet, or computer. All account opening functionalities, including identity verification and approval, are handled digitally and instantly by TGT in coordination with Apex. The investments in each Client’s account are held in a separate account in the name of the Client at Apex, and not with Titan or TGT.
Investment Discretion Titan has fully discretionary authority to manage assets on behalf of Clients who enter into the Titan Wrap Program, as described above. Discretionary trading authority permits Titan to select which securities to buy and sell and when to place orders for the execution of securities in Client accounts on the Clients’ behalf, so that Titan may maintain the Client’s portfolio and make ongoing changes as Titan believes appropriate. Titan trades in Client accounts for any number of reasons, including in response to Client actions such as deposits or withdrawals. Titan also trades in order to rebalance Client accounts, to change investment options, or otherwise to further the investment objectives that Clients specify via the Titan Platform. See how the portfolio is constructed under Investment Strategies and Methods of Analysis in Item 6 below.
The equity shares purchased or sold on behalf of a Client and/or held in Client accounts may be either whole shares or fractional shares. Titan enables dollar based investing, whereby Titan can buy a fixed dollar amount rather than whole shares. Titan aggregates all dollar based purchases and places whole share orders for execution. TGT introduces whole share orders to Apex for execution. Thereafter, Titan allocates the fractional shares to the individual Client accounts. To the extent that TGT will trade fractional shares of any ETF or equity on behalf of Clients, it does so by allocating any excess fractional shares to Titan’s fractional facilitation account carried by Apex. In turn, Titan accumulates fractional shares and manages its fractional facilitation account through trades in whole share quantities in accordance with Titan and Apex’s policies and procedures as they pertain to the management of such accounts and positions. Titan, TGT, and Apex each reserve the right, at any time and each in its sole discretion, without prior notice to Clients, to change the details of the policies and procedures governing the mechanics of trading fractional shares, including, without limitation, allocation calculation and rounding procedures.
Fractional shares, however, are typically not transferable outside of a Client’s account because the financial system in the U.S. currently is structured only to accommodate transfers of full shares. As a result, fractional shares may not be marketable or transferrable to another brokerage account. In the event of a liquidation or transfer of the assets in a Client’s account to another account, Titan may convert such fractional shares to cash.
Titan receives a portion of the Wrap Program Fee (as defined below) for its services. Titan does not receive any performance-based compensation for its services.
Brokerage and Custody Services Titan has an arrangement with Apex, a third-party qualified custodian, through which execution, clearing, settlement and custody services are provided to Clients. Brokerage services are provided through Titan’s affiliated broker-dealer, TGT. Apex and TGT are FINRA and Securities Investor Protection Corporation (“SIPC”) members, and SEC-registered broker-dealers.
Additional information about these entities and their services is noted in further detail in Item 9 of this Brochure.
Fees The Wrap Program charges Clients a single “wrap” fee for investment advisory services (the “Wrap Program Fee”), as described below. The Wrap Program Fee is not based upon transactions in a Client account, but rather is a bundled fee, which includes the costs for advisory services, execution, clearance, custody and account reporting.
Except as noted below Titan employs a tiered AUM advisory fee (the “Advisory Fee”) in which the total cumulative deposits (net of withdrawals and liquidations but not taking into account market fluctuations) since inception of a Client’s account through the end of the applicable billing cycle (“Net Deposits”) determines the applicable percentage charged as follows: Net Deposits Advisory Fee Based on Eligible Assets Under Management (“Eligible AUM”) Up to $24,999.90% of Eligible AUM $25,000 to $99,999.80% of Eligible AUM $100,000 or more.70% of Eligible AUM Net Deposits are calculated from the date of inception through the last day of the applicable billing cycle. The Advisory Fee is prorated and charged monthly, in arrears. The Advisory Fee is assessed based on the daily average market value of assets under management (“AUM”) in a Client’s portfolio over the previous month’s billing cycle. Titan may from time to time, in its sole discretion, offer lower fees through promotions, referrals and other discounts to and/or negotiate separate fee and billing arrangements with some

Clients that differ from the Wrap Program Fee.
In calculating a Client’s Eligible AUM value to which the above Net Deposit amount is applied to determine a Client’s monthly advisory fee amount, certain assets are not counted because we do not charge an Advisory Fee on these assets. Assets for which we do not charge an Advisory Fee include assets held in our automated strategies, including Automated Bonds, Automated Equities, Titan Crypto and investments in ARK Venture Fund. Not including these assets in your total AUM means you do not pay an Advisory Fee on these assets. All other assets held in your Titan Account, including the cash you invest, the value of the securities and appreciation thereon, and assets acquired through dividend reinvestments, are subject to the Advisory Fee outlined above.
Effective January 2, 2024, Clients invested in Titan Treasury and/or Smart Cash are charged a fixed .25% Advisory Fee on total AUM in Smart Cash and/or Titan Treasury in lieu of a tiered pricing model.
Since the asset-based fee is determined by average daily account balance, if assets are deposited into or withdrawn from an account after the inception of a month, the base fee payable with respect to such assets is adjusted accordingly. For the first billing period of our advisory relationship, the Wrap Program Fee is calculated on a pro rata basis. In the event the Advisory Account Management Agreement is terminated, the Wrap Program Fee for the final billing period is prorated through the effective date of the termination and the outstanding portion of the Wrap Program Fee is charged to the Client. Clients authorize Titan and TGT, through the Advisory Account Management Agreement to deduct fees directly from Client custodial accounts at Apex or from their funding source. See “Direct Fee Debit of Titan’s Fee” below.
Titan imposes a minimum cash reserve requirement (the “Cash Reserve”) on certain investment strategies. The Cash Reserve is a minimum allocation of cash in a Client’s account used to pay your Advisory Fee and any other fees and expenses. Titan will sell assets in your Titan Account from time to time to facilitate a withdrawal request, replenish a Client’s Cash Reserve, and/or to pay the Advisory Fee and any other fees and expenses as applicable. If a Client is invested in any illiquid strategies, (including, but not limited to, Apollo Diversified Credit Fund, Apollo Diversified Real Estate Fund, and Carlyle Tactical Private Credit Fund) the Client will not be able to withdraw the liquid portion, except in the process of a full liquidation and account termination. If you are enrolled in Titan’s Cash Sweep Program (described below), the funds held in Cash Reserve will be automatically “swept” into an FDIC-insured account maintained by Apex Clearing at aparticipating bank. Your Cash Reserve will therefore earn interest pursuant to the terms of Titan’s Cash Sweep Program.
The minimum Cash Reserve that Clients are required to maintain in their Account depends on their investments or asset holdings as further described in the Advisory Account Management Agreement.
Fee Comparison As described above, a portion of the Wrap Program Fee is used to cover the securities brokerage commissions attributed to the management of Titan’s Clients’ portfolios. The number of transactions made in Clients’ accounts, as well as the commissions charged for each transaction, determines the relative cost of the Wrap Program versus paying for execution on a per transaction basis and paying a separate fee for advisory services. Services provided through the Wrap Program may cost Clients more or less than purchasing advisory and execution (brokerage) services separately. Titan’s Wrap Program Fee may also be higher or lower than fees charged by other wrap sponsors of comparable investment advisory programs. Since Titan pays the transactions charges in the Client’s account, there is a financial incentive for Titan not to place transactions in the Client’s account, or to place fewer trades or trade less frequently.
A wrap fee account may not be in the best interest of a Client with minimal or no trading activity as compared to a non-wrap fee account or brokerage account where the Client would otherwise pay trading costs as incurred but a lower fee in a non-wrap account or no advisory fee in a brokerage account. In that case, Clients would not receive the services provided by Titan, which are designed, among other things, to determine which investments are appropriate for the portfolio and the Client’s account. Titan’s decision to trade or rebalance a portfolio or strategy will largely be guided by its fundamental research process, which is driven by both proprietary qualitative and quantitative methods. Titan may execute trades at its discretion based on this research process, under the oversight of Titan’s Chief Investment Officer. Aside from covering most of your fees to our broker-dealer and transaction costs, fees associated with the Wrap Program include access to our proprietary investment strategies and in-house research, and therefore are higher than a typical advisory fee for a traditional ETF, RIC, or similar advisory product. Titan believes its Wrap Program Fee is reasonable considering the quality and scope of the services it provides and the fees charged by other investment advisers offering similar services/programs.
Fee Discretion Titan in its sole discretion may from time to time offer lower fees through promotions, referrals and other discounts to some accounts that differ from the Wrap Program Fee stated above.
Conversely, from time to time, Titan may in its sole discretion also raise its Wrap Program Fee.
Titan currently provides a fee discount to Clients who refer other Clients, on the terms and conditions described on Titan’s website. Negotiated fees may differ based on factors, including but not limited to, the type and size of the account, the historical and/or expected size and number of trades for the account, and the services to be provided to the Client.
Any such program or initiative may be expanded, narrowed, suspended, canceled or modified at any time by Titan. To the extent any such program or initiative is canceled or terminated, Clients will once again be charged the then-current Wrap Program Fee on a going forward basis. Titan shall have sole discretion in determining whether or not any existing Client or potential Client meets the requirements to participate in and/or benefit from any such program or initiative, and Titan shall not be liable to the Client or any other party in connection with any such decision and/or in connection with the administration of any such program or initiative generally.
Other Fees The Wrap Program includes all trade charges applicable to an account. However, Titan’s Wrap Program Fee does not include other related costs and expenses. In addition to the Titan Wrap Program Fee, Clients may incur certain other fees imposed by third-party financial institutions.
(e.g., transfer fees, administrative fees, other fees). These additional fees and charges may include: ● Brokerage, Clearing and Service Provider Charges Titan’s fees do not cover certain charges imposed by Apex. These types of charges include, but are not limited to, wire transfer fees, paper statement fees, and bounced check fees. TGT shares in certain fees paid by the Client to Apex or otherwise (including, without limitation, additional fees for the preparation and delivery of paper documents, account transfers and other services) and anticipates sharing in certain revenue paid to Apex for directing orders to particular broker dealers or market centers for execution, which will create a conflict of interest for Titan in performing its services pursuant to the Advisory Account Management Agreement. Please see Item 9 for additional information regarding such payment for order flow arrangement. Clients also pay their own taxes on gains and income in connection with the account and its activities.
The issuer of some of the securities purchased for Clients, such as ETFs, American Depository Receipts, and RICs may charge product fees and expenses that affect Clients.
Titan does not charge these fees to Clients and does not benefit directly or indirectly from any such fees. An ETF typically includes embedded expenses that may reduce the fund’s net asset value, and therefore directly affect the fund’s performance and indirectly affect a Client’s portfolio performance or an index benchmark comparison. RICs typically charge management fees and other expenses, such as sales loads and/or other charges and short-term redemption fees, as disclosed in the applicable prospectus. These fees are in addition to the Wrap Program Fee Clients pay to Titan. Clients should review all fees charged to fully understand the total amount of fees they will pay.
● Direct Fee Debit of Titan’s Fee Clients authorize and direct Titan and TGT, to instruct the custodian to deduct the Wrap Program Fee, and any other fees owed, directly from the Client’s custodial account at Apex or linked funding source and pay those fees to Titan. Titan and TGT may also take the Wrap Program Fee from a Client’s account by instructing Apex to deduct such fee from the assets in the Client’s account, including by selling (liquidating) a sufficient amount of holdings to cover the Wrap Program Fee.
Each time a Client uses our advisory services, they reaffirm their agreement that Titan, and TGT, may charge the Client’s account, as applicable. In the event Titan cannot charge the Client’s account or funding source, it reserves the right to terminate a Client’s access to its advisory services. Termination of accounts will be undertaken at Titan’s sole discretion.
Each Client may also terminate its account at any time. Upon full termination of a Client’s account, assets are liquidated as soon as practicable, unless the Client directs otherwise, and money is returned to the Client via the Client’s funding source less any Wrap Program Fee due and owing, if applicable. Once the account termination process is initiated, Titan will receive the Wrap Program Fee from the Client with respect to the Client’s account, which will be deducted from the transferring proceeds.
● Account Additions and Withdrawals Except for certain investment opportunities discussed below, Clients may deposit and withdraw from their account at any time, subject to Titan’s right to terminate a Client’s account. Deposits to an account must be done via bank transfer. Titan Clients may withdraw most account assets on five (5) days’ notice to Titan, subject to the usual and customary securities settlement procedures. See below for limitations on withdrawals for certain RIC investments. However, Titan designs its portfolios as long-term investments and the withdrawal of assets may impair the achievement of a Client’s investment objectives. Clients are advised that when cash is withdrawn, they may be subject to transaction fees, and/or tax ramifications. Clients may request to transfer their portfolio in kind to another financial advisor by contacting[email protected]to initiate an Automated Customer Account Transfer (“ACAT”). ACATs are subject to certain limitations and a one-time transaction fee disclosedHERE. Certain RIC investments recommended by Titan (including Diversified Real Estate by Apollo, Private Credit by Carlyle, and the ARK Venture Fund) have deposit minimum amounts as well as limitations on the amount and timing of withdrawals; and in some cases withdrawal amounts will not be allowed as they are subject to availability at the discretion of the RIC, independent of Titan and TGT. Titan and TGT will process approved withdrawal requests related to investments Clients hold as part of their recommended portfolio and as self-directed investments through TGT on a first in, first out (FIFO) basis, meaning assets approved for withdrawal will be processed in the order in which they were invested, unless otherwise directed by the Client.