A. Torren Management, LLC (the “Registrant”) is a limited liability company formed in
November 2023 in the state of Delaware. The Registrant is owned by Todd Hyatt. Mr.
Hyatt is the Registrant’s Managing Member.
B.
INVESTMENT MANAGEMENT
The Registrant provides discretionary investment advisory services on a fee-only basis. The
Registrant’s annual investment advisory fee is based upon a percentage (%) of the market
value of the client’s assets placed under the Registrant’s management.
The Registrant’s annual investment advisory fee typically includes investment advisory
services and financial planning and consulting services. In the event the client requires
extraordinary planning and/or consultation services (to be determined in the sole discretion
of the Registrant), Registrant may determine to charge for such additional services, the
dollar amount of which shall be set forth in a separate written notice to the client.
Before engaging Registrant to provide investment advisory services, clients are required to
enter into an Investment Advisory Agreement setting forth the terms and conditions of the
engagement (including termination), describing the scope of the services to be provided,
and the fee that is due from the client. Before providing investment advisory services, an
investment adviser representative will ascertain each client’s investment objectives.
Thereafter, Registrant will allocate and/or recommend that the client allocate investment
assets consistent with the designated investment objectives. Once allocated, Registrant
provides ongoing monitoring and review of account performance, asset allocation and
client investment objectives.
FINANCIAL PLANNING AND CONSULTING SERVICES
The Registrant may provide financial planning and/or consulting services (including
investment and non-investment related matters, including estate planning, insurance
planning, etc.) on a stand-alone separate fee basis. Registrant’s planning and consulting
services are offered on either an hourly or a fixed fee basis. The Registrant may also be
engaged by a client to complete a project separate and apart from the Registrant’s core
services.
Prior to engaging the Registrant to provide planning or consulting services, clients are
generally required to enter into a Financial Planning and Consulting Agreement with
Registrant setting forth the terms and conditions of the engagement (including
termination), describing the scope of the services to be provided, and the portion of the fee
that is due from the client prior to Registrant commencing services. If requested by the
client, Registrant may recommend the services of other professionals for implementation
purposes. The client is under no obligation to engage the services of any such
recommended professional. The client retains absolute discretion over all such
implementation decisions and is free to accept or reject any recommendation from the
Registrant.
If the client engages any recommended unaffiliated professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be
responsible for the quality and competency of the services provided.
It remains the client’s responsibility to promptly notify the Registrant if there is ever any
change in their financial situation or investment objectives for the purpose of reviewing,
evaluating or revising Registrant’s previous recommendations and/or services.
IMPORTANT DISCLOSURES
Limitations of Financial Planning and Non-Investment Consulting/Implementation
Services. To the extent requested by a client, Registrant may provide financial planning
and related consulting services regarding non-investment related matters, such as estate
planning, tax planning, insurance, etc. The Registrant does not serve as a law firm,
accounting firm or insurance agency and no portion of Registrant’s services should be
construed as legal or accounting services. Accordingly, Registrant does not prepare estate
planning documents or tax returns.
To the extent requested by a client, Registrant may recommend the services of other
professionals for certain non-investment implementation purposes (i.e., attorneys,
accountants, insurance agents, etc.). Clients are reminded that they are under no obligation
to engage the services of any such recommended professional. The client retains absolute
discretion over all such implementation decisions and is free to accept or reject any
recommendation made by Registrant or its representatives.
If the client engages any recommended unaffiliated professional, and a dispute arises
thereafter relative to such engagement, the client agrees to seek recourse exclusively from
and against the engaged professional. At all times, the engaged licensed professional[s]
(i.e., attorney, accountant, insurance agent, etc.), and not the Registrant, shall be
responsible for the quality and competency of the services provided.
Retirement Rollovers-Conflict of Interest. A client or prospective client leaving an
employer typically has four options regarding an existing retirement plan (and may engage
in a combination of these options): (i) leave the money in the former employer’s plan, if
permitted, (ii) roll over the assets to the new employer’s plan, if one is available and
rollovers are permitted, (iii) roll over to an Individual Retirement Account (“IRA”), or (iv)
cash out the account value (which could, depending upon the client’s age, result in adverse
tax consequences). If Registrant provides a recommendation as to whether a client should
engage in a rollover or not, Registrant is acting as an ERISA fiduciary by making such
recommendation. Furthermore, if Registrant recommends that a client roll over their
retirement plan assets into an account to be managed by Registrant, such a recommendation
creates a conflict of interest if Registrant will earn new (or increase its current)
compensation as a result of the rollover. No client is under any obligation to roll over
retirement plan assets to an account managed by Registrant.
Independent Managers. The Registrant may allocate (and/or recommend that the client
allocate) a portion of a client’s investment assets among unaffiliated independent
investment managers in accordance with the client’s designated investment objective(s).
In such situations, the Independent Managers shall have day-to-day responsibility for the
active discretionary management of the allocated assets. The Registrant shall continue to
render investment advisory services to the client relative to the ongoing monitoring and
review of account performance, asset allocation and client investment objectives. Factors
which the Registrant shall consider in recommending Independent Managers include the
client’s designated investment objective(s), management style, performance, reputation,
financial strength, reporting, pricing, and research. The investment management fee
charged by the Independent Manager(s) is separate and in addition to the Registrant’s
investment advisory fee.
Sub-Advisory Arrangements. The Registrant may engage sub-advisors for the purpose
of assisting the Registrant with the management of its client accounts. The sub-advisor(s)
shall have discretionary authority for the day-to-day management of the assets that are
allocated to it by the Registrant. The sub-advisor shall continue in such capacity until such
arrangement is terminated or modified by the Registrant. The Registrant will render
ongoing and continuous advisory services to the client relative to the monitoring and
review of account performance, client investment objectives, and asset allocation. The
Registrant shall pay a portion of the investment advisory fee received for these allocated
assets to the sub-advisor for its sub-advisory services.
Private Investment Funds. Registrant may recommend that certain qualified clients
consider an investment in unaffiliated private investment funds. Registrant’s role relative
to the private investment funds shall be limited to its initial and ongoing due diligence and
investment monitoring services. Registrant’s clients are under absolutely no obligation to
consider or make an investment in a private investment fund(s).
Risk Factors: Private investment funds generally involve various risk factors, including,
but not limited to, potential for complete loss of principal, liquidity constraints and lack of
transparency, a complete discussion of which is set forth in each fund’s offering
documents, which will be provided to each client for review and consideration. Unlike
liquid investments that a client may own, private investment funds do not provide daily
liquidity or pricing. Each prospective client investor will be required to complete a
Subscription Agreement, pursuant to which the client shall establish that he/she is qualified
for investment in the fund, and acknowledges and accepts the various risk factors that are
associated with such an investment.
Valuation: If Registrant bills an investment advisory fee based upon the value of private
investment funds or otherwise references private investment funds owned by the client on
any supplemental account reports prepared by Registrant, the value for all private
investment funds owned by the client will reflect the most recent valuation provided by the
fund sponsor. The current value of any private investment fund could be significantly more
or less than the original purchase price or the price reflected in any supplemental account
report.
Interval Funds. When consistent with a client’s investment objectives, Registrant may
allocate investment assets to “interval funds.” Investment companies structured as “interval
funds” are generally designed for long-term investors that do not require daily liquidity.
Shares in interval funds typically do not trade on the secondary market. Instead, their shares
are subject to periodic redemption offers by the fund at a price based on net asset value.
Accordingly, interval funds are subject to liquidity constraints. Interval funds investing in
securities of companies with smaller market capitalizations, derivatives, or securities with
substantial market and/or credit risk tend to have the greatest exposure to liquidity risk.
Client Obligations. In performing its services, Registrant shall not be required to verify
any information received from the client or from the client’s other professionals, and is
expressly authorized to rely thereon. Moreover, each client is advised that it remains their
responsibility to promptly notify the Registrant if there is ever any change in their financial
situation or investment objectives for the purpose of reviewing, evaluating or revising
Registrant’s previous recommendations and/or services.
Cash Positions. Registrant treats cash as an asset class. As such, unless determined to the
contrary by Registrant, all cash positions (money markets, etc.) shall continue to be
included as part of assets under management for purposes of calculating Registrant’s
advisory fee. At any specific point in time, depending upon perceived or anticipated market
conditions/events (there being no guarantee that such anticipated market conditions/events
will occur), Registrant may maintain cash positions for defensive purposes. In addition,
while assets are maintained in cash, such amounts could miss market advances. Depending
upon current yields, at any point in time, Registrant’s advisory fee could exceed the interest
paid by the client’s money market fund.
Cash Sweep Accounts. Account custodians generally require that cash proceeds from
account transactions or cash deposits be swept into and/or initially maintained in the
custodian’s sweep account. The yield on the sweep account is generally lower than those
available in money market accounts. To help mitigate this issue, Registrant generally
purchases a higher yielding money market fund available on the custodian’s platform with
cash proceeds or deposits, unless Registrant reasonably anticipates that it will utilize the
cash proceeds during the subsequent 30-day period to purchase additional investments for
the client’s account. Exceptions and/or modifications can and will occur with respect to all
or a portion of the cash balances for various reasons, including, but not limited to, the
amount of dispersion between the sweep account and a money market fund, an indication
from the client of an imminent need for such cash, or the client has a demonstrated history
of writing checks from the account.
Cybersecurity Risk. The information technology systems and networks that Registrant
and its third-party service providers use to provide services to Registrant’s clients employ
various controls, which are designed to prevent cybersecurity incidents stemming from
intentional or unintentional actions that could cause significant interruptions in Registrant’s
operations and result in the unauthorized acquisition or use of clients’ confidential or non-
public personal information. Clients and Registrant are nonetheless subject to the risk of
cybersecurity incidents that could ultimately cause them to incur losses, including for
example: financial losses, cost and reputational damage to respond to regulatory
obligations, other costs associated with corrective measures, and loss from damage or
interruption to systems. Although Registrant has established its systems to reduce the risk
of cybersecurity incidents from coming to fruition, there is no guarantee that these efforts
will always be successful, especially considering that Registrant does not directly control
the cybersecurity measures and policies employed by third-party service providers. Clients
could incur similar adverse consequences resulting from cybersecurity incidents that more
directly affect issuers of securities in which those clients invest, broker-dealers, qualified
custodians, governmental and other regulatory authorities, exchange and other financial
market operators, or other financial institutions.
Disclosure Statement. A copy of the Registrant’s written Brochure and Client
Relationship Summary, as set forth on Part 2 of Form ADV and Form CRS respectively,
shall be provided to each client prior to, or contemporaneously with, the execution of the
Investment Advisory Agreement or Financial Planning and Consulting Agreement.
C. The Registrant shall provide investment advisory services specific to the needs of each
client. Prior to providing investment advisory services, an investment adviser
representative will ascertain each client’s investment objective(s). Thereafter, the
Registrant shall allocate and/or recommend that the client allocate investment assets
consistent with the designated investment objective(s). The client may, at any time, impose
reasonable restrictions, in writing, on the Registrant’s services.
D. The Registrant does not participate in a wrap fee program.
E. As of December 20, 2023, the Registrant had $0 in assets under management on a
discretionary basis.