##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
 Amendment No. 1
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period fromto
 Commission File Number: 000-53352
 Titanium Asset Management Corp.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-8444031
(I.R.S. Employer
Identification Number)777 E. Wisconsin Avenue, Milwaukee, Wisconsin
(Address of principal executive offices)
    
    53202-5310
(Zip Code)
 (414) 765-1980
   None
  Common Stock, par value $0.0001
  o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do
not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
None




---



TABLE OF CONTENTS  PART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICESPART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXEX-31.1EX-31.2    Table of Contents  EXPLANATORY NOTE
    
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
   Robert Kelly
 Tal Raz ,
 Emmanuel Gill,
 2




---



##### Table of Contents



Robert Brooks
 Avigdor Kaplan ,
 Thomas Hamilton
 T. Raymond Suplee, CPA
 Shy Talmon ,
 3




---



##### Table of Contents



Ron Braverman,
 Yoram Naveh,
 Executive Officers
  Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Ethics
   Audit Committee
 namely
 de mininus
 4




---



##### Table of Contents



ITEM 11.
    
    EXECUTIVE COMPENSATION
  2009 SUMMARY COMPENSATION TABLE
 NonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)Nigel Wightman,
    
    
    2009
    
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,000
    (2)
    
    
    420,000Chief Executive Officer(1)
    
    
    2008
    
    
    
    250,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    (2)
    
    
    300,000Robert P. Brooks,
    
    
    2009
    
    
    
    643,329
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    62,672
    (6)
    
    
    706,001Managing Director and Executive Vice
President of NIS(3,4)
    
    
    2008
    
    
    
    495,550
    (5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,604
    (6)
    
    
    532,154Robert E. Kelly,
    
    
    2009
    
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,454
    (5)
    
    
    460,454Vice Chairman(4,7)
    
    
    2008
    
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,604
    (5)
    
    
    336,604
 
 (1)
    
    Nigel Wightman was appointed our Chief Executive Officer on April 18,
2008. He resigned as our Chief Executive Officer and as our Chairman of the Board of
Directors effective February 8, 2010.(2)
    
    Amount represents contributions by us to a self-directed personal pension
plan of Nigel Wightmans choice on his behalf pursuant to the terms of his employment
agreement.(3)
    
    Robert Brooks was appointed our Chief Executive Officer effective February 8,
2010.(4)
    
    Amounts for 2008 represent salary, bonus and all other compensation for
the period NIS was a subsidiary of the Company (April 1, 2008 to December 31, 2008).(5)
    
    Salary amount includes commissions.(6)
    
    Amount represents matching contributions to the individuals
401(k) plan, as well as profit-sharing contributions.(7)
    
    Robert Kelly was appointed our Co-Chairman effective February 8, 2010. Compensation Risk Assessment
  Employment Agreements
 Nigel Wightman
  5




---



##### Table of Contents



Robert E. Kelly and Robert P. Brooks
      6




---



##### Table of Contents



Deferred Compensation Plan
   Other Compensation
  Equity Incentive Arrangements
  7




---



##### Table of Contents



Compensation of Directors
    2009 DIRECTOR COMPENSATION
 Fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    
    
    
    
    Deferredor Paid
    
    Stock
    
    Option
    
    Non-equity
    
    Compensationin Cash
    
    Awards
    
    Awards
    
    Incentive Plan
    
    Earnings
    
    All Other
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    Compensation ($)
    
    ($)
    
    Compensation ($)
    
    ($)Thomas Hamilton
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000T. Raymond Suplee
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,000Yehoshua
Abramovich(1),(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Avigdor Kaplan (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shy Talmon (1),(3)Ron Braverman (4)
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000Tal Raz (1),(5)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Messrs. Abramovich, Kaplan, Talmon, Raz, and Naveh are current or former
officers of Clal or its affiliates and do not receive compensation for the service on the Board of
Directors.(2)
    
    Mr. Abramovich resigned as a director on January 10, 2010.(3)
    
    Mr. Talmon became a director on July 1, 2009.(4)
    
    Mr. Braverman became a director on November 1, 2009.(5)
    
    Mr. Raz became a director on December 9, 2009. 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  8




---



##### Table of Contents



Common Stock
    
    Restricted Stock
    
    Percent of TotalName and Address of Beneficial Owner
    
    Shares
    
    %
    
    Shares
    
    %
    
    Voting PowerClal Finance Ltd.(1)
    
    
    20,970,800
    (2)
    
    
    67.6
    
    
    
    
    
    
    
    
    
    
    
    66.337 Menachem Begin Street
Tel-Aviv 65220, IsraelWellington Trust Company, NA
    
    
    1,184,300
    (3)
    
    
    5.6
    
    
    
    
    
    
    
    
    
    
    
    5.575 State Street
Boston, MA 02109Wellington Management Company, LLP
    
    
    5,425,032
    (4)
    
    
    23.2
    
    
    
    
    
    
    
    
    
    
    
    22.675 State Street,
Boston, MA 02109Amnon Mandelbaum
    
    
    1,617,342
    (5)
    
    
    7.3
    
    
    
    
    
    
    
    
    
    
    
    7.1Sunrise Securities Corp.
641 Lexington Ave.
25th Floor
New York, NY 10022Nathan Low
    
    
    1,670,414
    (6)
    
    
    7.5
    
    
    
    
    
    
    
    
    
    
    
    7.3Sunrise Securities Corp.
641 Lexington Ave., 25th Floor
New York, NY 10022John Sauickie
    
    
    1,308,403
    (7)
    
    
    6.4
    
    
    
    236,151
    (8)
    
    
    38.5
    
    
    
    7.3Nigel Wightman
    
    
    553,179
    (9)
    
    
    2.7
    
    
    
    153,179
    
    
    
    25.0
    
    
    
    3.3John Kuzan
    
    
    434,007
    (10)
    
    
    2.1
    
    
    
    102,119
    (11)
    
    
    16.7
    
    
    
    2.5Adam Parkin
    
    
    221,267
    (12)
    
    
    1.1
    
    
    
    121,267
    
    
    
    19.8
    
    
    
    1.6Robert Kelly
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tal Raz
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Emmanuel Gill
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Robert Brooks
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Avigdor Kaplan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Thomas Hamilton
    
    
    102,119
    
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *T. Raymond Suplee
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shy Talmon
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Ron Braverman
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Yoram Naveh
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Directors and officers as a group (11 persons)
    
    
    186,785
    (13)
    
    
    *
    
    
    
    
    
    
    
    
    
    
    
    *
 
 *
    
    The percentage of shares or voting power beneficially owned is less than or equal to 1.0%.(1)
    
    Based on a Schedule 13G dated February 12, 2009. The addresses of the
principal business offices or, if none, residence of the persons or entities identified in the
Schedule 13G are as follows: Clal Finance Ltd., 37 Menachem Begin Street, Tel-Aviv 65220, Israel;
Clal Insurance Enterprises Holdings Ltd., 48 Menachem Begin Street, Tel-Aviv, 66180, Israel; IDB
Development Corporation Ltd., The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv 67023,
Israel; IDB Holding Corporation Ltd., The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv
67023, Israel; Mr. Nochi Danker, The Triangular Tower, 44th floor, 3 Azrieli Center, Tel Aviv
67023, Israel; Mrs. 9




---



##### Table of Contents



Shelly Bergman, 9 Hamishmar HaEzrachi Street, Afeka, Tel Aviv 69697, Israel; Mrs. Ruth Manor, 26
Hagderot Street, Savyon 56526, Israel; and Mr. Avraham Livnat, Taavura Junction, Ramle 72102,
Israel.(2)
    
    Includes 10,485,400 warrants which are exercisable for 10,485,400 shares of common
stock. The Schedule 13G indicates that each of the listed persons and entities has shared voting
power and shared dispositive power over all of the shares. Clal, an Israeli public corporation, is
a majority owned subsidiary of Clal Insurance Enterprises Holdings Ltd., an Israeli public
corporation (Clal Insurance). By reason of Clal Insurances control of Clal, Clal Insurance may
be deemed to be the beneficial owner of, and to share the power to vote and dispose of, the common
stock owned beneficially by Clal.Clal Insurance is a majority owned subsidiary of IDB Development Corporation Ltd., an Israeli
public corporation (IDB Development). By reason of IDB Developments control of Clal Insurance,
IDB Development may be deemed to be the beneficial owner of, and to share the power to vote and
dispose of, the common stock owned beneficially by Clal.IDB Development is a majority owned subsidiary of IDB Holding Corporation Ltd., an Israeli public
corporation (IDB Holding). By reason of IDB Holdings control (through IDB Development) of Clal
Insurance, IDB Holding may be deemed beneficial owner of, and to share the power to vote and
dispose of, the common stock owned beneficially be Clal Insurance.Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat may, by reason of
their interests in, and relationships among them with respect to, IDB Holding, be deemed to control
the corporations referred to above. By reason of the control of IDB Holding by Nochi Dankner,
Shelly Bergman, Ruth Manor and Avraham Livnat, and the relations among them, Nochi Dankner, Shelly
Bergman, Ruth Manor and Avraham Livnat may each be deemed beneficial owner of, and to share the
power to vote and dispose of, the common stock owned beneficially by Clal Insurance.(3)
    
    Based on a Schedule 13G dated February 12, 2010, Wellington Trust Company, NA has
shared voting power and shared dispositive power over these shares. Based on such Schedule 13G and
information provided by the Companys Registrar, the Company believes such ownership consists of
612,500 shares of common stock and 571,800 warrants exercisable for 571,800 shares of common stock.(4)
    
    Based on a Schedule 13G dated February 12, 2010, Wellington Management Company, LLP
has shared voting power over 3,427,932 of these shares and shared dispositive power over all of
these shares. Based on such Schedule 13G and information provided by the Companys Registrar, the
Company believes such ownership consists of 2,587,932 shares of common stock and 2,837,100 warrants
exercisable for 2,837,100 shares of common stock.(5)
    
    Based on a Schedule 13G dated January 26, 2009. Consists of a currently exercisable
unit purchase option for 808,671 shares of common stock and 808,671 warrants, which are exercisable
for 808,671 shares of common stock.(6)
    
    Based on a Schedule 13G dated January 27, 2009. Consists of: (1) a currently
exercisable unit purchase option for 640,165 shares of common stock and 640,165 warrants, which are
exercisable for 640,165 shares of common stock held by Mr. Low, (2) a currently exercisable unit
purchase option for 160,042 shares of common stock and 160,042 warrants, which are exercisable for
160,042 shares of common stock, held by Sunrise Charitable Foundation, Inc., and (3) 35,000 shares
of common stock and 35,000 warrants, which are exercisable for 35,000 shares of common stock held
by Sunrise Securities Corp.(7)
    
    Based on a Schedule 13G dated February 10, 2009. Includes 1,129,695 shares of
common stock owned by Whitewater Place, LLC as to which John Sauickie has shared voting power and
shared dispositive power and 178,708 shares of common stock owned by SKC Trust Shares LLC as to
which John Sauickie has sole voting power over all such shares and sole dispositive power over
1,000 shares.(8)
    
    Includes 236,151 shares of restricted stock owned by Whitewater Place, LLC as to
which John Sauickie has shared voting power and shared investment power. 10




---



##### Table of Contents



(9)
    
    Includes 200,000 warrants, which are exercisable for 200,000 shares of common stock.(10)
    
    Includes 434,007 shares of common stock owned by Nazuk LLC, as to which John Kuzan
has sole voting power and sole investment power.(11)
    
    Includes 102,119 shares of restricted stock owned by Nazuk LLC, as to which John
Kuzan has sole voting power and sole investment power.(12)
    
    Includes 50,000 warrants which are exercisable for 50,000 shares of common stock.(13)
    
    Represents 144,452 shares of common stock and 42,333 warrants, which are
exercisable for 42,333 shares of common stock. The amounts set forth above do not include any
unallocated shares owned by our subsidiary, Titanium Incentive Plan LLC. Equity Compensation Plan Information
  Number of SecuritiesRemaining Available forFuture Issuance underEquity CompensationNumber of Securities to
    
    Weighted-average
    
    Plans (Excludingbe Issued upon Exercise
    
    Exercise Price of
    
    Securities Reflectedof Outstanding Options,
    
    Outstanding Options,
    
    in thePlan Category
    
    Warrants and Rights
    
    Warrants and Rights
    
    First Column)Equity compensation
plans approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Equity compensation
plans not approved
by security holders
    
    
    4,000,000
    (1)
    
    $
    5.30
    
    
    
    124,662
    (2)Total
    
    
    4,000,000
    
    
    $
    5.30
    
    
    
    124,662
 
 (1)
    
    Consists of currently exercisable unit purchase options (referred to as UPOs) to purchase
2,000,000 units, i.e., 2,000,000 shares of Common Stock at an exercise price of $6.60 and
2,000,000 Warrants, which are exercisable for $4.00 per share of Common Stock granted to
certain officers, directors and employees of Sunrise Securities Corp., or Sunrise, and a
Sunrise charitable foundation as partial compensation for Sunrises services as placement
agent for our private placement, not part of an ongoing plan. Each UPO expires on June 20,
2012. If, however, a UPO is exercised later than June 22, 2011, then no Warrants will be
issued and the exercise price will be reduced to $5.50 per Unit. The Warrants are
non-callable.(2)
    
    Titanium Incentive Plan, LLC, a wholly owned subsidiary of ours, owns 306,358 shares of our
Common Stock. TIP was created at the time of our organization to hold shares of our Common
Stock for one-time awards to the employees of our acquired companies. It was not intended as
a vehicle to provide additional on-going equity compensation to our employees. The shares of
Common Stock held by TIP are held in escrow until June 21, 2010. Pursuant to individual share
grant agreements, TIP allocated all of its shares to Wood and Sovereign employees around the
time of our acquisitions in 2007. We amended and restated the terms of these share grant
agreements effective as of July 15, 2008. Each grantee received a non-voting membership
interest in TIP. At June 21, 2010, the grantees non-voting membership interest in TIP
terminates and the grantee is entitled to an in-kind distribution of his or her allocated
shares of our Common Stock. The shares are subject to forfeiture in the event that the
grantees employment with us or any of our subsidiaries is terminated for any reason (other
than death of the grantee), unless otherwise determined by our Board of Directors (or an
authorized committee thereof). In the event of the grantees death, the beneficiary
identified by the grantee shall have rights to receive the shares to which the grantee was
entitled upon their release from escrow. During 2009, we allocated an additional 55,322
shares to certain employees pursuant to the same share grant terms and 82,973 shares
previously allocated were forfeited due to employee terminations. At December 31, 2009,
124,662 shares of our Common Stock held by TIP were unallocated due to grantee terminations
and available for future grants. 11




---



##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Transactions
     Related Party Approval Requirement
   12




---



##### Table of Contents



i.e.,
  Director Independence
  
    
    a director who is, or at any time during the past three years was, employed
by the company;
    
    a director who accepted or who has a family member (namely, spouse,
parents, children and siblings, whether by blood, marriage or adoption, or anyone
residing in such persons home) who accepted any compensation from the company in
excess of $120,000 during any period of twelve consecutive months within the three
years preceding the determination of independence, other than the following:
 
    
    compensation for board or board committee service;
    
    compensation paid to a family member who is an employee (other than
as an executive officer) of the company; or
    
    benefits under a tax-qualified retirement plan, or
non-discretionary compensation.
 
    
    a director who is a family member of an individual who is, or at any time
during the past three years was, employed by the company as an executive officer;
    
    a director who is, or has a family member who is, a partner in, or a
controlling shareholder or an executive officer of, any organization to which the
company made, or from which the company received, payments for property or services in
the current or any of the past three fiscal years that exceed 5% of the recipients
consolidated gross revenues for that year, or $200,000, whichever is more, other than
the following:
 
    
    payments arising solely from investments in the companys
securities; or
    
    payments under non-discretionary charitable contribution matching
programs.
 13




---



##### Table of Contents




    
    a director of the issuer who is, or has a family member who is, employed as
an executive officer of another entity where at any time during the past three years
any of the executive officers of the issuer serve on the compensation committee of such
other entity; or
    
    a director who is, or has a family member who is, a current partner of the
companys outside auditor, or was a partner or employee of the companys outside
auditor who worked on the companys audit at any time during any of the past three
years.
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Audit Fees
  Audit Fees
 Audit-Related Fees
 Tax
Fees
 All
Other Fees
 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent
Registered Public Accounting Firm
  14




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  Financial Statements:
 
    
    Report of Independent Registered Public Accounting Firm
    
    Consolidated Balance Sheets as of December 31, 2009 and 2008
    
    Consolidated Statements of Operations for the Years Ended December 31, 2009
and 2008
    
    Consolidated Statements of Changes in Stockholders Equity for the Years
ended December 31, 2009 and 2008
    
    Consolidated Statements of Cash Flows for Years Ended December 31, 2009 and
2008
    
    Notes to Financial Statements
 Financial Statement Schedule:
  Exhibits:
 Exhibit
    
    Description2.1
    
    Sale and Purchase Agreement among Titanium Asset Management Corp.,
Wood Asset Management, Inc., and a number of individuals dated
September 5, 2007 (1) (incorporated by reference to Exhibit 2.1
to the Registrants Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 25, 2008, File No.
000-53352)2.2
    
    Sale and Purchase Agreement among Titanium Asset Management Corp.,
Sovereign Holdings, LLC and JARE, Inc. and its owners dated
September 5, 2007 (1) (incorporated by reference to Exhibit 2.2
to the Registrants Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 25, 2008, File No.
000-53352)2.3
    
    Stock Purchase Agreement by and among Titanium Asset Management
Corp., National Investment Services, Inc., NIS Holdings, Inc., and
the shareholders of NIS Holdings, Inc. dated February 28, 2008
(1) (incorporated by reference to Exhibit 2.3 to the Registrants
Registration Statement on Form 10 filed with the Securities and
Exchange Commission on July 25, 2008, File No. 000-53352)
 15




---



##### Table of Contents



Exhibit
    
    Description2.4
    
    Membership Interest Purchase Agreement, dated as of November 7, 2008, by and among Titanium
Asset Management Corp., BWAM Holdings, LLC, Boyd Watterson Asset Management, LLC, the common
members of BWAM Holdings, LLC and, for limited purposes, the preferred members of BWAM
Holdings, LLC. (1) (incorporated by reference to Exhibit 2.1 to the Registrants Form 8-K
filed with the Securities and Exchange Commission on January 5, 2009, File No. 000-53352)2.5
    
    Amendment No. 1 to Membership Interest Purchase Agreement, dated as of December 30, 2008,
among Titanium Asset Management Corp., Boyd Watterson Asset Management, LLC and Mr. Michael E.
Bee, acting in his capacity as the agent and attorney in fact with the authority to act on
behalf of BWAM Holdings, LLC, the common members of BWAM Holdings, LLC and, for limited
purposes, the preferred members of BWAM Holdings, LLC (incorporated by reference to Exhibit
2.2 to the Registrants Form 8-K filed with the Securities and Exchange Commission on January
5, 2009, File No. 000-53352)3.1
    
    Amended and Restated Certificate of Incorporation of Titanium Asset Management Corp.
(incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)3.2
    
    Amendment to Amended and Restated Certificate of Incorporation of Titanium Asset Management
Corp. (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on
Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No.
000-53352)3.3
    
    Bylaws of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.3 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.1
    
    Form of Common Stock Share Certificate (incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.2
    
    Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrants Registration
Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File
No. 000-53352)4.3
    
    Warrant Deed dated as of June 21, 2007 between Titanium Asset Management Corp. and Capita
Registrars (Jersey) Limited (incorporated by reference to Exhibit 4.3 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)4.4
    
    Registration Rights Agreement between Titanium Asset Management Corp. and the parties on the
signature pages thereto dated June 21, 2007 (incorporated by reference to Exhibit 4.4 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.5
    
    Investor Rights Agreement between Titanium Asset Management Corp., Sunrise Securities Corp.
and Seymour Pierce Limited dated June 21, 2007 (incorporated by reference to Exhibit 4.5 to
the Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)
 16




---



##### Table of Contents



Exhibit
    
    Description4.6
    
    Form of Unit Purchase Option between Titanium Asset Management Corp. and certain Employees and
Affiliates of Sunrise Securities Corp. (incorporated by reference to Exhibit 4.6 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.7
    
    Share Escrow Agreement dated as of June 21, 2007 by and among Titanium Asset Management Corp.,
Founding Stockholders and Capita Trust Company (Jersey) Limited (1) (incorporated by reference
to Exhibit 4.6 to the Registrants Registration Statement on Form 10 filed with the Securities
and Exchange Commission on July 25, 2008, File No. 000-53352)4.8
    
    Form of Lock In Deed for Individuals (incorporated by reference to Exhibit 4.8 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.9
    
    Form of Lock In Deed for Entities (incorporated by reference to Exhibit 4.9 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.10
    
    Form of Lock In Deed for Acquisitions (incorporated by reference to Exhibit 4.10 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.1 
    
    Letter Agreement between Thomas Hamilton and Titanium Asset Management Corp. dated November
12, 2007, as amended (incorporated by reference to Exhibit 10.1 to the Registrants Amendment
No. 1 to Form 10 filed with the Securities and Exchange Commission on September 15, 2008, File
No. 000-53352)10.2
    
    Amended and Restated Fee Arrangement Agreement between Titanium Asset Management Corp. and
Integra Management Limited dated July 22, 2008 (1) (incorporated by reference to Exhibit 10.2
to the Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.3 
    
    Employment Agreement between Nigel Wightman and Titanium Asset Management Corp. dated
September 5, 2007 (incorporated by reference to Exhibit 10.3 to the Registrants Registration
Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File
No. 000-53352)10.4 
    
    Employment Agreement between Jeffrey Hines and Sovereign Holdings LLC (incorporated by
reference to Exhibit 10.4 to the Registrants Registration Statement on Form 10 filed with the
Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.5 
    
    Employment Agreement between John Fisher and Wood Asset Management, Inc. dated June 9, 2008
(incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.6 
    
    Employment Agreement between Robert Kelly and National Investment Services, Inc. (incorporated
by reference to Exhibit 10.6 to the Registrants Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)
 17




---



##### Table of Contents



Exhibit
    
    Description10.7 
    
    Employment Agreement between Robert Brooks and National Investment Services, Inc.
(incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.8 
    
    Employment Agreement between Robert J. Siefert and National Investment Services, Inc.
(incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.9 
    
    Letter of Appointment to the Board of Directors between Yehoshua Abramovich and Titanium Asset
Management Corp. dated July 17, 2007 (1) (incorporated by reference to Exhibit 10.9 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.10 
    
    Letter of Appointment to the Board of Directors between Avigdor Kaplan and Titanium Asset
Management Corp. dated July 17, 2007 (1) (incorporated by reference to Exhibit 10.10 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.11
    
    Indemnification Agreement dated July 17, 2007 by and between Titanium Asset Management Corp.
and Yehoshua Abramovich (incorporated by reference to Exhibit 10.11 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)10.12
    
    Indemnification Agreement dated July 17, 2007 by and between Titanium Asset Management Corp.
and Avigdor Kaplan (incorporated by reference to Exhibit 10.12 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)10.13
    
    Amended and Restated Investment Sub-Advisory Agreement dated February 13, 2006 by and between
Attalus Capital, L.L.C. and National Investment Services Inc. (1) (incorporated by reference
to Exhibit 10.13 to the Registrants Registration Statement on Form 10 filed with the
Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.14
    
    Referral Letter Agreement dated December 1, 2006 between Attalus Capital, L.L.C. and National
Investment Services Inc. (incorporated by reference to Exhibit 10.14 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)10.15 
    
    Titanium Asset Management Corp. Nonqualified Deferred Compensation Plan (incorporated by
reference to Exhibit 10.15 to the Registrants Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.16 
    
    Titanium Incentive Plan LLC Operating Agreement (1) (incorporated by reference to Exhibit
10.16 to the Registrants Registration Statement on Form 10 filed with the Securities and
Exchange Commission on July 25, 2008, File No. 000-53352)10.17 
    
    Amendment to Titanium Incentive Plan LLC Operating Agreement (incorporated by reference to
Exhibit 10.17 to the Registrants Registration Statement on Form 10 filed with the Securities
and Exchange Commission on July 25, 2008, File No. 000-53352)
 18




---



##### Table of Contents



Exhibit
    
    Description10.18 
    
    Titanium Incentive Plan LLC Form of Grant Agreement (incorporated by reference to Exhibit
10.18 to the Registrants Registration Statement on Form 10 filed with the Securities and
Exchange Commission on July 25, 2008, File No. 000-53352)10.19
    
    Business Note between National Investment Services, Inc. and Park Bank dated September 22,
2004 (incorporated by reference to Exhibit 10.19 to the Registrants Registration Statement on
Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No.
000-53352)10.20 
    
    Oral Agreements regarding Director Compensation (incorporated by reference to Exhibit 10.20 to
the Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.21
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.21 to the
Registrants Amendment No. 1 to Form 10 filed with the Securities and Exchange Commission on
September 15, 2008, File No. 000-53352)10.22
    
    Employment Agreement between Brian L. Gevry and Boyd Watterson Asset Management, LLC dated
November 7, 2008 (incorporated by reference to Exhibit 10.22 to the Registrants Form 10-K
filed with the Securities and Exchange Commission on March 31, 2009, File No. 000-53352)10.23
    
    Indemnification Agreement dated July 1, 2009 by and between Titanium Asset Management Corp.
and Shy Talmon (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009 filed with the Securities and Exchange
Commission on August 11, 2009, File No. 000-53352)10.24
    
    Referral Arrangement Letter Agreement dated July 1, 2009 between Attalus Capital, L.P. and
National Investment Services, Inc. (incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the
Securities and Exchange Commission on August 11, 2009, File No. 000-53352)10.25
    
    Amended Employment Agreement between Robert J. Siefert and National Investment Services, Inc.
(incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009 filed with the Securities and Exchange Commission on
November 11, 2009, File No. 000-53352)10.26
    
    Indemnification Agreement dated November 3, 2009 between Titanium Asset Management Corp. and
Ron Braverman. (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009 filed with the Securities and Exchange
Commission on November 11, 2009, File No. 000-53352)10.27 
    
    Compromise Agreement between Nigel Wightman and Titanium Asset Management Corp. dated March
18, 2010. *21.1
    
    Subsidiaries of Titanium Asset Management Corp. *31.1
    
    Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act31.2
    
    Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act
 19




---



##### Table of Contents



Exhibit
    
    Description32.1
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 *32.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
 (1)
    
    Certain schedules and exhibits have been omitted from these exhibits pursuant to Item
601(b)(2) of Regulation S K. The Company hereby undertakes to furnish supplementally copies
of any of the omitted schedules and exhibits upon request by the Commission.
    
    indicates management contract or compensatory arrangement.*
    
    indicates previously filed. 20




---



##### Table of Contents



SIGNATURES
   TITANIUM ASSET MANAGEMENT CORP.By:
    /s/ Robert BrooksName:
    Robert BrooksTitle:
    Chief Executive Officer




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description2.1
    
    Sale and Purchase Agreement among Titanium Asset Management Corp., Wood Asset Management,
Inc., and a number of individuals dated September 5, 2007 (1) (incorporated by reference to
Exhibit 2.1 to the Registrants Registration Statement on Form 10 filed with the Securities
and Exchange Commission on July 25, 2008, File No. 000-53352)2.2
    
    Sale and Purchase Agreement among Titanium Asset Management Corp., Sovereign Holdings, LLC and
JARE, Inc. and its owners dated September 5, 2007 (1) (incorporated by reference to Exhibit
2.2 to the Registrants Registration Statement on Form 10 filed with the Securities and
Exchange Commission on July 25, 2008, File No. 000-53352)2.3
    
    Stock Purchase Agreement by and among Titanium Asset Management Corp., National Investment
Services, Inc., NIS Holdings, Inc., and the shareholders of NIS Holdings, Inc. dated February
28, 2008 (1) (incorporated by reference to Exhibit 2.3 to the Registrants Registration
Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File
No. 000-53352)2.4
    
    Membership Interest Purchase Agreement, dated as of November 7, 2008, by and among Titanium
Asset Management Corp., BWAM Holdings, LLC, Boyd Watterson Asset Management, LLC, the common
members of BWAM Holdings, LLC and, for limited purposes, the preferred members of BWAM
Holdings, LLC. (1) (incorporated by reference to Exhibit 2.1 to the Registrants Form 8-K
filed with the Securities and Exchange Commission on January 5, 2009, File No. 000-53352)2.5
    
    Amendment No. 1 to Membership Interest Purchase Agreement, dated as of December 30, 2008,
among Titanium Asset Management Corp., Boyd Watterson Asset Management, LLC and Mr. Michael E.
Bee, acting in his capacity as the agent and attorney in fact with the authority to act on
behalf of BWAM Holdings, LLC, the common members of BWAM Holdings, LLC and, for limited
purposes, the preferred members of BWAM Holdings, LLC (incorporated by reference to Exhibit
2.2 to the Registrants Form 8-K filed with the Securities and Exchange Commission on January
5, 2009, File No. 000-53352)3.1
    
    Amended and Restated Certificate of Incorporation of Titanium Asset Management Corp.
(incorporated by reference to Exhibit 3.1 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)3.2
    
    Amendment to Amended and Restated Certificate of Incorporation of Titanium Asset Management
Corp. (incorporated by reference to Exhibit 3.2 to the Registrants Registration Statement on
Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No.
000-53352)3.3
    
    Bylaws of Titanium Asset Management Corp. (incorporated by reference to Exhibit 3.3 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.1
    
    Form of Common Stock Share Certificate (incorporated by reference to Exhibit 4.1 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.2
    
    Form of Warrant (incorporated by reference to Exhibit 4.2 to the Registrants Registration
Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File
No. 000-53352)




---



##### Table of Contents



Exhibit
    
    Description4.3
    
    Warrant Deed dated as of June 21, 2007 between Titanium Asset Management Corp. and Capita
Registrars (Jersey) Limited (incorporated by reference to Exhibit 4.3 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)4.4
    
    Registration Rights Agreement between Titanium Asset Management Corp. and the parties on the
signature pages thereto dated June 21, 2007 (incorporated by reference to Exhibit 4.4 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.5
    
    Investor Rights Agreement between Titanium Asset Management Corp., Sunrise Securities Corp.
and Seymour Pierce Limited dated June 21, 2007 (incorporated by reference to Exhibit 4.5 to
the Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.6
    
    Form of Unit Purchase Option between Titanium Asset Management Corp. and certain Employees and
Affiliates of Sunrise Securities Corp. (incorporated by reference to Exhibit 4.6 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.7
    
    Share Escrow Agreement dated as of June 21, 2007 by and among Titanium Asset Management Corp.,
Founding Stockholders and Capita Trust Company (Jersey) Limited (1) (incorporated by reference
to Exhibit 4.6 to the Registrants Registration Statement on Form 10 filed with the Securities
and Exchange Commission on July 25, 2008, File No. 000-53352)4.8
    
    Form of Lock In Deed for Individuals (incorporated by reference to Exhibit 4.8 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.9
    
    Form of Lock In Deed for Entities (incorporated by reference to Exhibit 4.9 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)4.10
    
    Form of Lock In Deed for Acquisitions (incorporated by reference to Exhibit 4.10 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.1 
    
    Letter Agreement between Thomas Hamilton and Titanium Asset Management Corp. dated November
12, 2007, as amended (incorporated by reference to Exhibit 10.1 to the Registrants Amendment
No. 1 to Form 10 filed with the Securities and Exchange Commission on September 15, 2008, File
No. 000-53352)10.2
    
    Amended and Restated Fee Arrangement Agreement between Titanium Asset Management Corp. and
Integra Management Limited dated July 22, 2008 (1) (incorporated by reference to Exhibit 10.2
to the Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)




---



##### Table of Contents



Exhibit
    
    Description10.3 
    
    Employment Agreement between Nigel Wightman and Titanium Asset Management Corp. dated
September 5, 2007 (incorporated by reference to Exhibit 10.3 to the Registrants Registration
Statement on Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File
No. 000-53352)10.4 
    
    Employment Agreement between Jeffrey Hines and Sovereign Holdings LLC (incorporated by
reference to Exhibit 10.4 to the Registrants Registration Statement on Form 10 filed with the
Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.5 
    
    Employment Agreement between John Fisher and Wood Asset Management, Inc. dated June 9, 2008
(incorporated by reference to Exhibit 10.5 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.6 
    
    Employment Agreement between Robert Kelly and National Investment Services, Inc. (incorporated
by reference to Exhibit 10.6 to the Registrants Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.7 
    
    Employment Agreement between Robert Brooks and National Investment Services, Inc.
(incorporated by reference to Exhibit 10.7 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.8 
    
    Employment Agreement between Robert J. Siefert and National Investment Services, Inc.
(incorporated by reference to Exhibit 10.8 to the Registrants Registration Statement on Form
10 filed with the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.9 
    
    Letter of Appointment to the Board of Directors between Yehoshua Abramovich and Titanium Asset
Management Corp. dated July 17, 2007 (1) (incorporated by reference to Exhibit 10.9 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.10 
    
    Letter of Appointment to the Board of Directors between Avigdor Kaplan and Titanium Asset
Management Corp. dated July 17, 2007 (1) (incorporated by reference to Exhibit 10.10 to the
Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.11
    
    Indemnification Agreement dated July 17, 2007 by and between Titanium Asset Management Corp.
and Yehoshua Abramovich (incorporated by reference to Exhibit 10.11 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)10.12
    
    Indemnification Agreement dated July 17, 2007 by and between Titanium Asset Management Corp.
and Avigdor Kaplan (incorporated by reference to Exhibit 10.12 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)10.13
    
    Amended and Restated Investment Sub-Advisory Agreement dated February 13, 2006 by and between
Attalus Capital, L.L.C. and National Investment Services Inc. (1) (incorporated by reference
to Exhibit 10.13 to the Registrants Registration Statement on Form 10 filed with the
Securities and Exchange Commission on July 25, 2008, File No. 000-53352)




---



##### Table of Contents



Exhibit
    
    Description10.14
    
    Referral Letter Agreement dated December 1, 2006 between Attalus Capital, L.L.C. and National
Investment Services Inc. (incorporated by reference to Exhibit 10.14 to the Registrants
Registration Statement on Form 10 filed with the Securities and Exchange Commission on July
25, 2008, File No. 000-53352)10.15 
    
    Titanium Asset Management Corp. Nonqualified Deferred Compensation Plan (incorporated by
reference to Exhibit 10.15 to the Registrants Registration Statement on Form 10 filed with
the Securities and Exchange Commission on July 25, 2008, File No. 000-53352)10.16 
    
    Titanium Incentive Plan LLC Operating Agreement (1) (incorporated by reference to Exhibit
10.16 to the Registrants Registration Statement on Form 10 filed with the Securities and
Exchange Commission on July 25, 2008, File No. 000-53352)10.17 
    
    Amendment to Titanium Incentive Plan LLC Operating Agreement (incorporated by reference to
Exhibit 10.17 to the Registrants Registration Statement on Form 10 filed with the Securities
and Exchange Commission on July 25, 2008, File No. 000-53352)10.18 
    
    Titanium Incentive Plan LLC Form of Grant Agreement (incorporated by reference to Exhibit
10.18 to the Registrants Registration Statement on Form 10 filed with the Securities and
Exchange Commission on July 25, 2008, File No. 000-53352)10.19
    
    Business Note between National Investment Services, Inc. and Park Bank dated September 22,
2004 (incorporated by reference to Exhibit 10.19 to the Registrants Registration Statement on
Form 10 filed with the Securities and Exchange Commission on July 25, 2008, File No.
000-53352)10.20 
    
    Oral Agreements regarding Director Compensation (incorporated by reference to Exhibit 10.20 to
the Registrants Registration Statement on Form 10 filed with the Securities and Exchange
Commission on July 25, 2008, File No. 000-53352)10.21
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.21 to the
Registrants Amendment No. 1 to Form 10 filed with the Securities and Exchange Commission on
September 15, 2008, File No. 000-53352)10.22
    
    Employment Agreement between Brian L. Gevry and Boyd Watterson Asset Management, LLC dated
November 7, 2008 (incorporated by reference to Exhibit 10.22 to the Registrants Form 10-K
filed with the Securities and Exchange Commission on March 31, 2009, File No. 000-53352)10.23
    
    Indemnification Agreement dated July 1, 2009 by and between Titanium Asset Management Corp.
and Shy Talmon (incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009 filed with the Securities and Exchange
Commission on August 11, 2009, File No. 000-53352)10.24
    
    Referral Arrangement Letter Agreement dated July 1, 2009 between Attalus Capital, L.P. and
National Investment Services, Inc. (incorporated by reference to Exhibit 10.2 to the
Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 filed with the
Securities and Exchange Commission on August 11, 2009, File No. 000-53352)




---



##### Table of Contents



Exhibit
    
    Description10.25
    
    Amended Employment Agreement between Robert J. Siefert and National Investment Services, Inc.
(incorporated by reference to Exhibit 10.1 to the Registrants Quarterly Report on Form 10-Q
for the quarter ended September 30, 2009 filed with the Securities and Exchange Commission on
November 11, 2009, File No. 000-53352)10.26
    
    Indemnification Agreement dated November 3, 2009 between Titanium Asset Management Corp. and
Ron Braverman. (incorporated by reference to Exhibit 10.2 to the Registrants Quarterly Report
on Form 10-Q for the quarter ended September 30, 2009 filed with the Securities and Exchange
Commission on November 11, 2009, File No. 000-53352)10.27 
    
    Compromise Agreement between Nigel Wightman and Titanium Asset Management Corp. dated March
18, 2010. *21.1
    
    Subsidiaries of Titanium Asset Management Corp. *31.1
    
    Chief Executive Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act31.2
    
    Chief Financial Officer Certification Pursuant to Rule 13a-14(a) of the Securities Exchange Act32.1
    
    Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 *32.2
    
    Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 *
 
 (1)
    
    Certain schedules and exhibits have been omitted from these exhibits pursuant to Item
601(b)(2) of Regulation S K. The Company hereby undertakes to furnish supplementally copies
of any of the omitted schedules and exhibits upon request by the Commission.
    
    indicates management contract or compensatory arrangement.*
    
    indicates previously filed.