Small-Cap Secured Lending & Advisory Specialists Presentation to Hall Chadwick, Sydney. April 17th, 2014 www.tcaglobalfund.com Confidential. Do not copy or distribute. April, 2014 1 Overview TCA Global Credit Master Fund TCA is a short-duration, absolute return fund specializing in senior secured lending and advisory services to small-caps located predominantly in the US, Canada, Western Europe & Australia. Fund commenced April 2010, 3 Years of Unqualified Audited financial statements TCA has Funds under Management of circa USD 180 million, target circa USD 400 million. Regulated and registered by the SEC (US), FCA/FSA (UK), and ASIC (Australia). AFSL No.257871 Focused Strategy Origination of $10-25MM quarterly; multiple financings consummated monthly Small position sizes, 1-2% of portfolio; Average loan size $1-2MM Loans are ALWAYS senior secured, short duration (6 to 12 months) & income generating Targeted annual net returns to Investors of 12-14% No style drift, no leverage, no shorting, no market risk, no currency risk Long-term Track Record Returns have eclipsed the 12-14% target since inception, while exhibiting low volatility when compared with equities (S&P 500 Index) or high-yield debt (ML High Yield Master II Index). Specialty Global Team Extensive expertise in credit analysis and monitoring, stable & seasoned executive team In-depth restructuring, liquidation and bankruptcy experience; leads to proactive Confidential. Do not copy or adaptation www.tcaglobalfund.com 2 distribute. Quarterly independent collateral validation Market Inefficiency in Small-Cap Lending Secular Decline of Traditional Financing Sources 15+ years of banks drastically reducing exposure to small-cap lending % 100 Tightenin g 75 50 Stronger Demand 25 Standards 0 -25 -50
-75 2005 2013 www.tcaglobalfund.com 2006 2007 2008 2009 2010 2011 Note: Change in percentage from the previous period. Source: Federal Reserve Board, Senior Loan Officer Survey, 2013 Confidential. Do not copy or distribute. 2012 3 Return Attribution IRR* Expenses ROI** Fund expenses: 2/20, High Watermark Loan Interest and Collection Capital Fee 12-14% Loan Loss Experience Equity Kicker Cash reserve drag Merchant Banking & Advisory Fee www.tcaglobalfund.com *targeted, typical fund investment **per annum, targeted, net to Investors Confidential. Do not copy or distribute. 4 Thorough Investment Process Fundamental, Credit, Liquidity, Fund & Market Dynamics Excellent relationships with investee companies; 50% repeat business In-house expertise for work-outs when needed 1 Deal Origination Investment professionals and Analyst Team Global network of professional advisors Sponsor and attend
conferences 2 Deal Analysis Fundamental, credit and liquidity analysis Management team +20yr track record Corporate structure Evaluate investment risks/reward 50% repeat business 3 Investment Review 4Legal Due Diligence Establish most efficient investment structure and terms/pipeline Local legal experts evaluate and structure deal On Site Visits to Portfolio Companies Standardized legal documents / jurisdiction expedite process Unanimous Investment Committee Approval only 5Investment Committee 6Transaction Close 7 CIO led Documents executed Bi-weekly call with management to monitor evolution of investments Investment executed Identify and act on any stressed position Lock-box account opened Monthly report to Investment Committee on stressed positions, actions taken and resolutions (External Director led) Deal size and duration vis-vis portfolio capacity Monitor cash flow to deal flow Accept/modify/reject terms www.tcaglobalfund.com Analyst Team assigned to monitor Monitoring to Repayment Confidential. Do not copy or Completion of payment distribute.
5 TCA Credentials Specialty Global Team TCA Fund strategy: investing in short term, senior secured debt in listed and non listed small cap companies Stable Executive Team; Dozens of Corporate References Successful track record with a high repeat business rate Debt Profile Transaction size: $0.5MM to $5MM Secured lending structures Efficient Execution Term sheets issued within 24hrs of management call and collation of preliminary due diligence material Closing typically within 2 weeks after term sheet signing and due diligence is complete www.tcaglobalfund.com Confidential. Do not copy or distribute. 6 Industry and Geographical Breakdown Invested Capital ($) by Geographic Region Invested Capital ($) by Industry Communications 6.94% 9.72% 12.50% Consumer Products Energy & Energy Services 2.78% 6.94% 5.56% 4.17% 9.72% Entertainment Environmental Services 11.11% 18.06% Financial Services Food Services 4.17% 8.33% 5.56% 2.78% 6.94% IT/Security Marketing & Promotions Medical & Medical Supplies 6.94% 77.78% Real Estate & Construction Technology Transportation Services
EU&UK US www.tcaglobalfund.com Canada Australia Confidential. Do not copy or distribute. 7 Investment Criteria Proven Management Teams Revenu e Collateral Strong Corporate Governance www.tcaglobalfund.com Robust management teams that have a track record of success Identifiable revenues streams (not start up companies) Strong Cash Flows, receivables and contracted revenues Listed companies, private companies seeking an IPO, Private Companies whose internal reporting procedures match those of a listed company Confidential. Do not copy or distribute. 8 Investment Structures TCA has three main financing instruments*: Amortizing Notes Revolving Credit Facilities Convertible and Invoice-backed Notes In addition, Equity Lines and Swaps are available in conjunction with a debt piece *Transactions are always senior secured and collateral based www.tcaglobalfund.com Confidential. Do not copy or distribute. 9 Amortizing Notes 12 month term Monthly equal amortisation payments plus interest First charge over assets and in particular over liquid collateral: Cash flows
Receivables (subject to counter-party credit worthiness and concentration risk) Contracted revenues (subject to counter-party credit worthiness) Possibly in conjunction with an equity line (issuer must still have some proven cash flow to service the note in the absence of equity draw downs) Coupon 8% - 12% depending on credit profile Redemption Premium Investment Banking Fee payable in shares in certain instances Legal and due diligence costs paid by issuer On going reporting obligations www.tcaglobalfund.com Confidential. Do not copy or distribute. 10 Revolving Facility Overview Renewable term of 6 months (Renewed with mutual consent) Lend up to 80% of value of liquid collateral First charge over collateral and lock box bank arrangement Lock Box Lock Box swept weekly or bi-weekly Similar costs to Amortizing Loan Note but additional for operation of Lock Box Customer cash receipts 20% Reserve Account deduction Interest and fees Lock Box Bank Account For Customer payments Customized Periods for Reconciliations TCA signatories Confidential to customers Balance Balance of of 80% 80% remitted remitted to to companys companys operational operational account account Reserve Reserve account deduction of 20% of cash flow up to 20% of the facility Reserve account used for repayment www.tcaglobalfund.com Confidential. Do not copy or distribute. 11
Investment Process Week Week One One Pre-Screening and initial due diligence of the company Review 12 month historic numbers and 12 month forecast Analysis of the companies Account Receivables and Account payables In depth analysis of companys use of proceeds Conference call with the management team Term Sheet issued Term sheet is discussed and an agreement is formed Legal and due diligence costs are paid Unanimous investment committee approval must be made Week Week Two Two Legal documents prepared Legal documents are agreed upon by both the parties Detailed Due diligence Closing the deal; funds are remitted to the company Term Term Post Closing Repayment of principal and interest Monthly reporting Repayment at end of term or rollover www.tcaglobalfund.com Confidential. Do not copy or distribute. 12 Case Studies Case Case One One U.S U.S Energy Energy Provider Provider Company Company Overview: Overview: The The Company Company is is publically listed on the Canadian TSX publically listed on the Canadian TSX Venture Venture Exchange Exchange and and a a US US based based Company Company that that focuses focuses on on the the acquisition, acquisition, development development and and exploration of oil and natural gas.
The exploration of oil and natural gas. The Company Company has has operated operated for for nearly nearly ten ten years years and has a great relationship with a large and has a great relationship with a large oil oil and and gas gas company. company. The The Company Company is is focused focused on on the execution and expansion of its drilling the execution and expansion of its drilling program program in in its its existing existing holdings. holdings. $3MM $3MM Senior Senior secured secured short short term term lending lending facility facility To assist assist with with the the drilling drilling of of proved proved reserves reserves To and working capital needs, the Company and working capital needs, the Company sought sought out out TCA TCA for for a a financing financing solution. solution. TCAs TCAs solution was to support the Companys solution was to support the Companys expansion
expansion with with a a short short duration duration senior senior secured secured debenture debenture secured secured by by all all assets assets and and receivables receivables of of the the Company. Company. www.tcaglobalfund.com Case Case Two Two US US Medical Medical and and Medical Medical Supplies Supplies Company Company Company Company Overview: Overview: The The Company Company is is publicly publicly listed and a US based Company that provides listed and a US based Company that provides laboratory laboratory services services specializing specializing in in providing providing blood and urine drug toxicology to blood and urine drug toxicology to physicians, physicians, clinics and rehabilitation facilities in clinics and rehabilitation facilities in the the United United States. The Company intends to grow States. The Company intends to grow from from the the acquisition and formation of
businesses that acquisition and formation of businesses that can can grow grow be be expanded expanded to to provide provide an an extensive extensive range of services to Medical Providers range of services to Medical Providers for for the the improved care of a patient. improved care of a patient. $4MM $4MM Revolving Revolving line line of of credit credit facility: facility: To To assist assist with with the the active active expansion expansion and and working working capital capital needs, needs, the the Company Company contacted contacted TCA TCA for for a financing solution. TCAs offered a financial a financing solution. TCAs offered a financial solution solution to to the the Company Company with with a a senior senior secured secured revolving line of credit secured by all assets revolving line of credit secured by all assets and and eligible eligible medical medical receivables receivables of of the the Company.
Company. Confidential. Do not copy or distribute. 13 Case Studies Case Case Three Three U.S U.S Multimedia Multimedia Networking Networking Company Company Company Company Overview: Overview: The The Company Company is is a a US US based private full service multimedia based private full service multimedia marketing marketing and and professional professional networking networking company that assists individuals company that assists individuals and and small small companies to promote their professional companies to promote their professional identity. identity. The The company company utilizes utilizes a a membership membership platform, radio and video interviews, platform, radio and video interviews, web web site site development, development, press press releases, releases, an an online online edition edition of of a a Whos Whos Who, Who, and and other other multimedia multimedia methods to promote the businesses
methods to promote the businesses and and professional professional identities identities of of its its members members and and customers. The Companys mission is customers. The Companys mission is to to assist assist the the worlds worlds professional professional and and notable notable people people to to make them more productive and successful make them more productive and successful in in a a cost cost effective effective way. way. $2MM $2MM Asset Asset Based Based Line Line of of Credit: Credit: Case Case Four Four US US Medical Medical and and Medical Medical Supplies Supplies Company Company Company Company Overview: Overview: The The Company Company is is publicly publicly listed and a US based Company that provides listed and a US based Company that provides laboratory laboratory services services specializing specializing in in providing providing blood and urine drug toxicology
to blood and urine drug toxicology to physicians, physicians, clinics and rehabilitation facilities in clinics and rehabilitation facilities in the the United United States. The Company intends to grow States. The Company intends to grow from from the the acquisition and formation of businesses that acquisition and formation of businesses that can can grow grow be be expanded expanded to to provide provide an an extensive extensive range of services to Medical Providers range of services to Medical Providers for for the the improved care of a patient. improved care of a patient. $4MM $4MM Revolving Revolving line line of of credit credit facility: facility: To To assist assist with with the the active active expansion expansion and and working working capital capital needs, needs, the the Company Company contacted contacted TCA TCA for for a financing solution. TCAs offered a financial a financing solution. TCAs offered a financial solution solution to
to the the Company Company with with a a senior senior secured secured revolving line of credit secured by revolving line of credit secured by all all assets assets and and eligible eligible medical medical receivables receivables of of the the Company. Company. To To support support the the marketing marketing strategies strategies and and working working capital capital needs needs of of the the company, company, TCA TCA was sought out for a financing solution. was sought out for a financing solution. TCA TCA devised devised a a solution solution that that would would best best support support the the Company through an asset based line of credit Company through an asset based line of credit secured secured by by the the credit credit card card receivables receivables of of the the Company. Company. Confidential. Do not copy or www.tcaglobalfund.com distribute. 14
Case Studies Case Case Five Five US US Aviation Aviation Services Services Company Company Company Company Overview: Overview: The The Company Company is is a a private full service mid-sized air charter private full service mid-sized air charter based based in in the the US. US. The The Company Company operates operates as as a a provider provider of of private private aviation aviation services services through through two two primary flight services: (1) on demand/pay primary flight services: (1) on demand/pay as as you you go; go; and and (2) (2) bulk bulk purchasing/advanced purchasing/advanced block block hour hour purchasing purchasing with with funds funds on on account. account. These These services services are are provided provided on on the the Companys Companys managed managed aircraft aircraft fleet fleet by by professionally professionally piloted piloted aircraft for business and personal use.
The aircraft for business and personal use. The Company Company intends intends to to grow grow its its business business segments and bring in-house segments and bring in-house those those services services that that the the Company Company believes believes to to be be synergistic synergistic to to the air charter business. the air charter business. $5MM $5MM Secured Secured Line Line of of Credit Credit Facility: Facility: To assist with the business growth To assist with the business growth plan plan and and working capital needs, the Company working capital needs, the Company contacted contacted TCA TCA for for a a financing financing solution. solution. TCAs TCAs resolution resolution was was to to support support the the Company Company with with a a senior senior secured line of credit facility secured secured line of credit facility secured by by all all assets and credit card receivables of
the assets and credit card receivables of the Company. Company. www.tcaglobalfund.com Case Case Six Six US US Food Food Products Products Company Company Company Company Overview: Overview: The The Company Company is is a a public public US based Company that provides sustainably, US based Company that provides sustainably, grown, grown, ethically ethically farmed farmed and and artisan artisan roasted roasted gourmet coffee through multiple US gourmet coffee through multiple US and and international distribution channels. The international distribution channels. The Company Company is is looking looking to to expand expand its its US US sales sales territories and to develop a significant territories and to develop a significant global global recognition recognition through through co-branding co-branding relationships. relationships. $2MM $2MM Secured Secured revolving revolving credit credit facility: facility: To To assist assist with with the the expansion expansion and and working working capital
needs, the Company contacted capital needs, the Company contacted TCA TCA for for a financing solution. TCA offered a solution to a financing solution. TCA offered a solution to the the Company Company with with a a senior senior secured secured line line of of credit with a convertible debenture secured credit with a convertible debenture secured by by all assets and receivables of the Company. all assets and receivables of the Company. Confidential. Do not copy or distribute. 15 Case Studies Case Case Seven Seven US Gourmet Bakery & Caf US Gourmet Bakery & Caf Products Products Company Company Company Company Overview: Overview: The The US US based based and and publicly publicly listed listed Company Company engages engages in in the the development, development, production, and marketing of desserts to retail, corporate, and wholesale markets production, and marketing of desserts to retail, corporate, and wholesale markets in
in the the United United States. The Company provides various pies, including apple, peach, cherry, blackberry, States. The Company provides various pies, including apple, peach, cherry, blackberry, blueberry, blueberry, pecan, pecan, buttermilk, buttermilk, chocolate chocolate pecan, pecan, lemon lemon velvet, velvet, coconut coconut supreme, supreme, heavenly heavenly chocolate, and key lime margarita, as well as offers seasonal pies, such as pumpkin chocolate, and key lime margarita, as well as offers seasonal pies, such as pumpkin pie. pie. The The Company Company markets markets its its products products directly directly to to consumers consumers through through its its Web Web site, site, phone phone orders, orders, in-store in-store sales, and festivals/events, as well as through foodservice distributors and a foodservice broker. sales, and festivals/events, as well as through foodservice distributors and a foodservice broker. As As of of June June 27, 27, 2012, 2012, the the Company Company owned owned and and operated operated seven seven cafes cafes in
in Texas. Texas. The The Companys Companys focus is on opening additional Company-owned Cafes. focus is on opening additional Company-owned Cafes. $1MM Secured Secured convertible convertible debenture: debenture: $1MM To assist with the storefront expansion To assist with the storefront expansion and and working working capital capital needs, needs, the the Company Company contacted contacted TCA TCA for for a a financing financing solution. solution. TCAs TCAs resolution resolution was was to to support support the the Company Company with with a a senior senior secured secured convertible convertible debenture debenture secured secured by by all all assets assets and and receivables receivables of of the the Company. Company. www.tcaglobalfund.com Confidential. Do not copy or distribute. 16 Some alternatives to TCA funding Equity still very scarce, and invariably owners believe it is too dilutive, expensive and permanent. Bank Debt scarce, avoided by prudential and balance sheet constraints. Alternative/Mezzanine, tends to be scarce, onerous, and carry equity (dilutive) trails. So, typically TCA appeals as:
It favours growing, higher margin businesses. It is capable of being re-paid/re-financed once growth has delivered returns It can be flexible/adaptive It is a short and reasonably predictable process and outcome TCA tends to understand these SMEs we currently have over circa 60% repeat business If the business foregoes the opportunity, there tends to be an opportunity cost/gross profit foregone. www.tcaglobalfund.com Confidential. Do not copy or distribute. 17 Snapshot TCA Alpha Driven-Absolute Return Fund No lockup, monthly liquidity Non-correlated to all other asset classes Low volatility return profile Targeted net returns of 12-14% per annum Quarterly Income distribution available No leverage, no shorting, minimal currency risk 3 Years of Unqualified Audited financial statements Regulated and registered by CIMA, SEC* ; AIMA best practices membership Independent board of Directors Quarterly reviews by Independent forensic accounting firm Hedged share classes for global investors (GBP, USD, EUR) Expert Management Team www.tcaglobalfund.com Confidential. Do not copy or distribute. *Pre-approved to be finalized in June 2014 18 Expert Management Team Founder: Bob Press Bob Presss career spans over two decades in finance. He began his career in the Capital Markets Group of Chemical Bank and rose to become the head of global derivative products trading. He has been a principal in asset management, brokerage and investment banking companies and has served on industry panels and
as an officer and director of public and private companies. His diverse background includes years of experience in structured finance, asset backed lending, securitizations and mergers and acquisitions both within the US and Europe. Prior to the formation of TCA Fund Management Group, Bob was co-founder and portfolio manager of Montgomery Equity Partners L.P., a sponsored fund. Bob has a BA in Economics with extensive coursework in computer science from Brandeis University, Massachusetts. Prior to the formation of TCA Fund Management Group, Bob was the co-founder of a sponsored fund and then an independent fund. Director: Bruce Wookey Mr. Wookey has over 25 years experience in corporate finance with a focus on strategic advisory, mergers, and acquisitions, equity portfolios structuring and all facets of capital raisings. Mr. Bruce Wookey began his career as a Chartered Accountant with PWC, and has continued to be involved professionally at the top level, as a founding member of the Urgent Issues Group, and continuing as a Fellow of the Institute of Chartered Accountants in Australia. Bruce was a member of The Australian Stock Exchange, is a Fellow of the Australian Institute of Company Directors and The Financial Services Institute of Australia (FINSIA). He has also been involved in global Corporate Finance, Advisory and Syndications and as Head of Corporate Finance of The Hong Kong and Shanghai Bank in Australia. In addition to serving as a director TCA Global Master Credit fund and its feeder funds, he also serves as the current managing director and major shareholder of Cartesian Capital Group which he founded in 2001. Bruce has a Degree in Business Studies (Accounting) (FIT), a post graduate diploma in Banking & Finance (FINSIA), and an MBA from The University of Melbourne. Confidential. Do not copy or www.tcaglobalfund.com 19 distribute. Expert Management Team Managing Director & Portfolio Manager: Donna Silverman Prior to joining TCA, Donna Silvermans investment banking career began by founding her own firm and then merging her efforts into another successful boutique investment banking firm as a partner. She is a specialist in raising capital and working with small to mid-size private and public companies with a global perspective. She currently provides valuable entre and understanding of markets both within and outside the United States and that global perspective is in keeping with the ever increasing multi-country needs of corporate issuers. She has been a director of both private and public companies in the United States. Ms. Silverman also focuses on the continuing development of resources for TCA fund, specializing in the introduction of the Fund to US Broker Dealers and liaising with both management and registered representatives. Ms. Silverman holds a BS in Psychology from Rowan University. www.tcaglobalfund.com Confidential. Do not copy or distribute. 20 Platforms & SIPP Providers Currently listed on: Platforms Work-in Progress: Platforms Europe Canada Life Euroclear Group Financial Express Legal&General International Ireland Moventum Platform One (Offshore) Private Insurer Transact Europe AEGON Corporation for AIP Cofunds Capital Platform AVIVA Ascentric Amber Financial Investments Albourne Partners Innocap JP Morgan Asset Management Novia Nucleus Financial Group Open Protocol Raymond James Investment Services True Potential Zurich Assurance Ltd US National Asset Management
US Schwab The Depository Trust and Clearing TD Ameritrade Prudential International Cambridge Associates AIP/DTCC Friends Provident Generali Mercer Investment Consulting, Inc. International Fidelity Databases Europe BarclayHedge InfoVest 21 Databases Europe B Finance SIPP Providers Europe AJ Bell Sipp Pershing Pointon York Prosper SIPP Royal London 360 SIPP Providers Europe Avalon Investment Services Ltd Hangreaves Lansdown London&Colonial Sippcentre Wealthtime Limited Royal Skandia Xafinity Custodians Europe Advanta IRA Trust Equity Institutional Guernroy (Part of RBC Wealth Manager) Millennium Trust Company National Advisors Custodians Europe Theodore Gillissen Self Directed IRA Services www.tcaglobalfund.com Confidential. Do not copy or distribute. As of March 2014 21 Contacts UK Office 71 Wimpole Street London W1G 8AY T + 44 (0) 207 612 7325 F + 44 (0) 207 681 1353 Cayman Counsel PO Box 309, Ugland House South Church Street George Town, Grand Cayman KY1-1104 Cayman Islands T+1 345 814 5415 Auditor
BDO Cayman Ltd Glen Trenouth 23 Lime Tree Bay Avenue Grand Cayman KY1 1205 T +1 (345) 943 8800 F +1 (345) 943 8801 www.tcaglobalfund.com USA Office 19950 West Country Club Drive, 1st Floor Aventura, FL 33180 T +1 845 359 3431 F +1 786 323 1651 US Counsel Sadis &Goldberg LLP Ron Geffner 551 Fifth Avenue, 21st Floor NY 10176 T +1 212 573 6660 F +1 212 573 8166 UK Counsel Reed Smith Douglas Rofe 20 Primrose St London EC2A 2RS T +44 (0) 203 116 3000 Custodian Deutsche Bank (Cayman) Limited Boundary Hall, Cricket Square 171 Elgin Ave PO Box 1984 Grand Cayman, KY1-1104 Administrator / Valuation Agent Caledonian Fund Services (Cayman) Ltd. P.O. Box 104369 Dr. Roys Drive George Town Grand Cayman KY1-1102 T +1 345 914 4857 F +1 345 814 4865 Independent Directors Bruce Wookey [email protected] T +61 (0) 41 2288 063 Confidential. Do not copy or distribute. Matt Luciano [email protected] T +1 561 202 8525 22 Disclaimer General This document is being furnished by TCA Fund Management Group (TCA) the investment manager of TCA Global Credit Master Fund LP (the "Fund") solely for use in connection with consideration of an investment in the Fund by prospective investors. The information contained herein regarding TCA is confidential and proprietary and intended only for use by the recipient. This document may not be reproduced or copied without the prior written consent of TCA. This document is subject to revision at any time and the Manager is not obligated to inform you of any changes made. The information contained herein is not complete, and does not contain certain material information about alternative investments, including important disclosures and risk factors associated with an investment these types of vehicles, and is subject to change without notice. This document is not intended to be, nor should it be construed or used as an offer to sell, or a solicitation of any offer to buy shares or limited partnership interests any funds managed by TCA If any offer is made, it shall be pursuant to a definitive Private Placement Memorandum prepared by or on behalf of a specific fund which contains detailed information concerning the investment terms and the risks, fees and expenses associated with an investment in that fund. Neither the Securities and Exchange Commission (SEC) nor any state securities administrator has approved or disapproved, passed on, or endorsed, the merits of these securities. The Manager does not accept any responsibility or liability whatsoever caused by any action taken in reliance upon information herein. TCA is regulated by such regulatory agencies as the SEC and the Financial Conduct Authority (FCA) and abides by all standards and legal requirements required for an investment adviser in all jurisdictions. TCAs interests will be offered and sold only to "Accredited Investors" as such terms are defined under federal securities laws. Prospective investors should inform themselves and take appropriate advice as to any applicable legal requirements and any applicable taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any investments. No statement herein supersedes any statement to the contrary in the Fund's confidential offering memorandum. With respect to the present document and/or its accessories, the Manager makes no warranty or representation, whether express or implied, and assumes no legal liability for the accuracy, completeness or usefulness of any information disclosed. In addition to exposure to
adverse market conditions, investments may also be exposed to changes in regulations, change in providers of capital and other service providers. www.tcaglobalfund.com Confidential. Do not copy or distribute. 23 Disclaimer Performance The performance information herein has been prepared by or on behalf of TCA and has not been independently audited or verified except for certain year-end data. Investment returns may vary from the stated objectives so that investors may have a gain or a loss when they redeem their investment. As with any investment vehicle, past performance cannot assure any level of future results. Returns (which may include the reinvestment of dividends, capital gains and other earnings) are shown net of all fees and expenses. The results reflected in any performance information are not necessarily indicative of future results. Investments in a Fund entail numerous risks including the loss of capital. Current year returns may be subject to adjustment during the year-end audit. This information may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). TCA claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements could be in reference/ implication, but not limited to/of: impact of the company's expansion plan, and new business development success, future financial results, development and acquisition of new product lines, the impact of competitive products or pricing from technological changes, the effect of economic conditions and other uncertainties. The information contained herein does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product. Any such offer may only be made by means of delivery of an approved confidential offering memorandum and only in those jurisdictions where permitted by law. There is no guarantee that the investment objectives of the Fund will be achieved. The performance representations contained herein are not representations that such performance will continue in the future. There may be sharp differences between prior performance results; such performance should not be construed as an indicator of future performance. Performance information and/or results, unless otherwise indicated, are un-audited and their appearance reflects the estimated returns net of all expenses, including the management and performance fees similar to those of the Fund. The information contained herein does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. Before making an investment, prospective investors are advised to carefully review the offering memorandum with their advisers to determine whether investing in the Fund is suitable. An investment in the Fund is speculative and involves a high degree of risk. Opportunities for withdrawal and transferability of interests can be restrictive. As a result, investors may not have access to capital except according to the terms of withdrawal specified within the confidential offering memorandum and other related documents. www.tcaglobalfund.com Confidential. Do not copy or distribute. 24 Disclaimer Alternative Investment Risks Investments in alternative investments entail substantial risk and are not intended as a complete investment program. The profitability and return of alternative investments are dependent upon numerous factors, including the active management of TCAs portfolio, as well as general macroeconomic variables such as interest rates and the foreign exchange markets. There is no secondary market for interests in many alternative investments and none is expected to develop. Alternative investments are designed only for sophisticated investors who are able to bear the economic risk of losing all of their investment. Alternative investments: (1) often engage in leveraging and other speculative investment practices that may increase the risk of investment loss; (2) can be highly illiquid; (3) are not required to provide periodic pricing or valuation information to investors; (4) may involve complex tax structures and delays in distributing important tax information; (5) are not subject to the same regulatory requirements as mutual funds; and (6) often charge high fees. Current Information Opinions expressed are current opinions as of the date appearing in this material only. While the data contained herein has been prepared from information that TCA believes to be reliable, TCA does not warrant the accuracy or completeness of such information. Use of Indexes Market index information shown herein is included to show relative market performance for the periods indicated and not as standards of comparison, since these are unmanaged, broadly based indices which differ in numerous respects from the portfolio composition of the Fund. Market index information was compiled from sources that TCA believes to be reliable. No representation or guarantee is made hereby with respect to the accuracy or completeness of such data. Index Definitions The S&P 500 Stock Index is an unmanaged market capitalization index of 500 US equities generally considered to be representative of US stock market activity. The Merrill Lynch High Yield Master II is an unmanaged benchmark index generally considered as a measure of the broad high yield market. www.tcaglobalfund.com Confidential. Do not copy or distribute. 25