UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

TODD BENJAMIN INTERNATIONAL, LTD. and 

TODD BENJAMIN, individually and on behalf of 

all others similarly situated,

Plaintiffs,

vs. 

GRANT THORNTON INTERNATIONAL LTD.,

GRANT THORTON CAYMAN ISLANDS, 

GRANT THORNTON IRELAND, BOLDER 

FUND SERVICES (USA), LLC, and BOLDER 

FUND SERVICES (CAYMAN), LTD.,

Defendants. 

Case No. 1:20-CV-21808

 Amended Class Action Complaint

 Jury Trial Demanded

AMENDED CLASS ACTION COMPLAINT AND DEMAND FOR JURY TRIAL

Plaintiffs, Todd Benjamin International, Ltd. and Todd Benjamin (“Plaintiffs”), 

individually and behalf of all others similarly situated, sue Defendants Grant Thornton 

International Ltd. (“GTIL”), Grant Thornton Cayman Islands (“GT Cayman”), Grant Thornton 

Ireland (“GT Ireland,” and together with GTIL and GT Cayman, “Grant Thornton”), Bolder Fund 

Services (USA), LLC (“Bolder USA”), and Bolder Fund Services (Cayman), Ltd. (“Bolder 

Cayman,” and together with Bolder USA, “Circle Partners”), alleging as follows:

INTRODUCTION

This is an action for negligent misrepresentation, aiding and abetting fraud, and aiding and 

abetting breach of fiduciary duty against Grant Thornton and Circle Partners for enabling a 

massive overvaluation scheme orchestrated through a private investment fund structure managed 

by TCA Fund Management Group Corp. (“TCA Management”) that resulted in hundreds of 

millions of dollars in losses to investors. TCA Global Credit Master Fund, L.P. (“Master Fund”)

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served as the primary fund for various TCA entities through a “master-feeder” fund structure. That 

structure, discussed in more detail below, uses other funds to funnel money to the Master Fund in 

order to aggregate all funds in one place. The Master Fund’s supposed business was to make highinterest, collateralized loans to micro- and small-cap companies in need of short-term capital.

Certain directors and officers of TCA Management knowingly inflated the net asset value 

(“NAV”) of the Master Fund by, among other things, failing to remove or properly value bad loans 

and by creating phantom “investment advisory” fees that were illusory and uncollectable. As a 

consequence of inflating the NAV with bad loans and phantom fees, TCA Management was paid 

excessive management fees for advising the Master Fund and Feeder Funds as the SEC-registered 

investment advisor and its officers and directors, and redeemed investments in the TCA funds at 

excessive values, before the fund collapsed and entered a dissolution process on or about January

21, 2020. 

Central to TCA Management’s mismanagement was Circle Partners’ and Grant Thornton’s 

knowledge of, active assistance in and downplaying of significant control issues and misleading 

accounting practices of TCA Management. Under the guise of an “independent” auditor, Grant 

Thornton coordinated with TCA Management to neuter and/or conceal the alarming nature of TCA

Management’s business practices, and the fact that much of TCA Management’s NAV was 

inflated with uncollectable or nonexistent debt. As early as April 2018, Grant Thornton learned 

of and identified the lack of support for a sizeable part of TCA Management’s supposed value, and 

learned of various accounting control deficiencies that posed a risk of material misstatement. And 

while Grant Thornton acknowledged these issues in drafts and internal correspondence, the 

material it published downplayed or outright omitted such information. This was no accident, as 

communications between certain TCA directors and officers and Grant Thornton show a calculated 

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effort to sanitize Grant Thornton’s findings and support the TCA entities’ continued business.

Likewise, as the purported “independent” fund administrator with responsibility for 

calculating the Funds’ NAV on a monthly basis, Circle Partners failed to follow its own internal 

policies requiring independent verification of assets, and allowed certain members of TCA 

Management to change and re-write the monthly NAV on a regular basis. Indeed, internal emails 

reveal a process through which Circle Partners would ask if TCA Management was “comfortable” 

with the monthly NAV, and, following that monthly check-in, would revise the NAV based on 

unsupported feedback from certain members of TCA Management. As a result, TCA 

Management’s NAV was inflated by tens of millions of dollars. Circle Partners failed to perform 

its basic financial gatekeeping and deferred questionable accounting practices to TCA 

Management.1

 

Plaintiffs, being unaware of the wrongful practice of artificially inflating the NAV of the 

Master Fund, elected to invest in and/or to not redeem their respective investments in the Master 

Fund. The Master Fund, which reported assets in excess of $500 million, is now allegedly missing 

at least $400 million. The claims asserted in this lawsuit are based on Grant Thornton’s and Circle 

Partners’ reckless practices, negligence and/or their respective efforts to aid and abet the deception 

that caused millions of dollars in damages to Plaintiffs and investors. As a result, Plaintiffs assert 

claims against Grant Thornton and Circle Partners for negligent misrepresentation, aiding and 

abetting fraud, and aiding and abetting breach of fiduciary duty. 

1 The entities that provided the fund administration, Circle Investment Support Services 

(USA), LLC and Circle Investment Support Services (Cayman), Ltd., merged into Bolder 

Investment Support Services (USA), LLC and Bolder Investment Support Services (Cayman), 

Ltd., respectively, in or around October, 2021. Those “Bolder” entities are referred to herein as 

“Circle Partners” because, during the relevant time-period, the services were provided by the 

“Circle” entities rather than the “Bolder” entities.

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THE PARTIES

1. Plaintiff Todd Benjamin International, Ltd., is a legal entity incorporated in the 

United Kingdom.

2. Plaintiff Todd Benjamin, acting for the benefit of his IRA account, is a resident of 

the United Kingdom and a citizen of the Unites States.

3. GTIL is an entity incorporated in England and Wales and is headquartered in 

London, England, United Kingdom. GTIL comprises its worldwide member firms that operate 

and provide services under the “Grant Thornton” brand. Relevant here, GT Cayman and GT 

Ireland are noted as “member firms representing [GTIL]” for the services to TCA Management. 

GTIL therefore acknowledges that GT Cayman and GT Ireland act for GTIL. In addition, GTIL’s 

stated purpose includes monitoring and enforcing standards applicable to member firms and 

coordinating strategy and policies applicable to member firms. Consistent with this structure, the 

audit opinions at issue in this action (discussed below), are signed by “Grant Thornton” under 

“Grant Thornton” letterhead. Given this relationship, the shared branding, and control by GTIL 

over its member firms, GTIL is responsible as principal for the acts of GT Cayman and GT Ireland. 

4. GT Cayman is a legal entity organized under the laws of the Cayman Islands. It is 

a member firm of GTIL and provides services under the “Grant Thornton” brand on behalf of 

GTIL.

5. GT Ireland is a legal entity organized under the laws of Ireland. It is a member firm 

of GTIL and provides services under the “Grant Thornton” brand on behalf of GTIL.

6. Bolder USA is a Delaware limited liability company with its principal place of 

business in Orlando, Florida. It was formerly known as Circle Investment Support Services 

(USA), LLC before changing its name in October 2021.

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7. Bolder Cayman is a legal entity organized under the laws of the Cayman Islands. 

It was formerly known as Circle Investment Support Services (Cayman), Ltd. before changing its 

name in October 2021.

RELEVANT NON-PARTIES

8. TCA Management is an SEC-registered investment advisor located in, and 

managed from, Aventura, Florida, and is incorporated under laws of the State of Florida. TCA 

Management was at all material times the SEC-registered investment manager of the Master Fund 

and other Feeder Funds, discussed below.

9. Robert Press is the Founder and Director of the Master Fund and of TCA 

Management, and a resident of the State of Florida. According to SEC-filed form ADV for TCA 

Management, TCA Management is controlled and majority owned by Robert Press.

10. Alyce Schreiber is the former Chief Executive Officer of TCA Management and a 

resident of the State of Florida.

11. William (“Bill”) Fickling is the former Chief Operating Officer of TCA 

Management.

12. Thomas Day is the former Chief Credit Officer of TCA Management.

13. Donna Silverman is the former chief portfolio manager of TCA Management.

14. Patrick Primavera is the former managing director of TCA Management.

15. Tara Antel is the Chief Compliance Officer of TCA Management and a resident of 

the State of Florida.

JURISDICTION AND VENUE

16. This Court has subject matter jurisdiction over this action pursuant to the Class 

Action Fairness Act of 2005, 28 U.S.C. § 1332(d), because this is a class action and the amount in 

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controversy exceeds $5 million, exclusive of interest and costs, and Plaintiffs –– as well as other 

class members –– are citizens of different states than Defendants, who reside, in part, outside the 

United States. 

17. The Court has personal jurisdiction over GTIL, GT Cayman and GT Ireland (for 

purposes of this section, the “GT Entities”) on the following grounds:

a. The GT Entities committed the tortious acts complained of herein within 

Florida. Specifically, the GT Entities aided and abetted the acts and breaches 

of fiduciary duty alleged herein through in-person meetings with TCA 

Management attended by representatives of each of the GT Entities in Florida

and New York on at least three different occasions; by calling TCA 

Management in Florida, through substantial email communications by 

representatives of each of the GT Entities directed to TCA Management in 

Florida;, and through sending final audit reports to TCA Management in 

Florida that contained misrepresentations and omissions that they knew would 

be used to induce Class Plaintiffs and class members to invest in the funds or 

continue their investments. Moreover, GT Ireland and GT Cayman provided 

this assistance pursuant to engagement letters provided to and signed by Press 

purportedly on behalf of TCA Global Credit Fund, Ltd., TCA Global Credit 

Fund, LP, and TCA Global Credit Master Fund, LP and received payment from 

its services from TCA Management in Florida. As well, the GT Entities

aligned with the Florida-based TCA Defendants ostensibly to provide auditing 

services in compliance with U.S. laws, regulations, auditing standards and for 

dissemination to investors and others located in Florida. The GT Entities

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therefore committed the tortious conduct at issue in Florida or through 

communications into and with persons in Florida. 

b. This Court also has jurisdiction over the GT Entities because their 

representatives traveled to Florida multiple times to meet with TCA 

Management’s representatives, had substantial telephonic and email 

communications with TCA Management’s representatives in Florida 

regarding the misleading audits, and prepared audit materials for publication 

by TCA Management in Florida to comply with U.S. laws and regulations, all 

pursuant to its relationship with TCA Management. As a result, the GT 

Entities purposely availed themselves of the privilege of conducting activities 

within Florida; Plaintiffs’ claims arise out of and relate to those contacts; and 

personal jurisdiction over the GT Entities comports with traditional notions of 

fair play and substantial justice. 

c. Finally, this court has personal jurisdiction over the GT Entities because their

tortious conduct caused damage to class members, some of whom reside in 

Florida, and prolonged the Florida-based TCA Defendants’ scheme. 

18. The Court has personal jurisdiction over Circle Partners (Bolder Fund Services 

(USA), LLC and Bolder Fund Services (Cayman), Ltd.) on the following grounds:

a. Circle Partners committed its tortious acts here in Florida. Specifically, as the 

administrator for the Feeder Funds and Master Fund, as defined below, Circle 

Partners provided a variety of services, including investor relations, financial 

accounting, and monthly “Net Asset Value” calculations used to value each 

individual investor’s investment at any given time. The financial 

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administrative work, including the monthly NAV calculations, were 

performed by Circle Partners out of their Orlando office –– primarily by Chad 

Fairchild and Keith Schult. In addition, on information, representatives of 

Circle Partners had several in-person meetings with TCA Management at 

Circle Partners’ offices in Orlando, and at TCA Management’s offices in 

Aventura, Florida. Moreover, on information and belief, Circle Partners

provided this assistance pursuant to administration agreements provided to and 

signed by Press, purportedly on behalf of TCA Global Credit Fund, Ltd., TCA 

Global Credit Fund, LP, and TCA Global Credit Master Fund, LP, and 

received payment from its services from TCA Management in Florida. As 

well, Circle Partners aligned itself with the Florida-based TCA Defendants 

ostensibly to provide administrative services in compliance with U.S. laws, 

regulations, auditing standards and for dissemination to investors and others 

located in Florida. Indeed, among other things, Circle Partners provided 

“Know Your Customer” due diligence designed to comply with United States’ 

banking laws. Circle Partners therefore committed the tortious conduct at issue 

in Florida or through communications into and with persons in Florida.

b. This Court also has jurisdiction because Circle Partners prepared audit 

materials in connection with Grant Thornton’s audits for publication by TCA 

Management in Florida to comply with U.S. laws and regulations, all pursuant 

to its relationship with TCA Management. 

c. In addition, this court has personal jurisdiction over Circle Partners because 

their tortious conduct caused damage to class members, some of whom reside 

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in Florida, and prolonged the Florida-based TCA Defendants’ scheme. 

d. As a result of these activities, Circle Partners purposely availed of the privilege 

of conducting activities within Florida, Plaintiffs’ claims arise out of and relate 

to those contacts, and personal jurisdiction over Circle Partners comports with 

traditional notions of fair play and substantial justice.

19. Pursuant to 28 U.S.C. § 1391(b), venue is proper in the Southern District of Florida 

because a substantial part of the events or omissions giving rise to the claims occurred in this 

District; specifically, in Aventura, Florida.

SUMMARY

20. TCA Management is an SEC-registered investment advisor that is majority owned 

and controlled by Press. 

21. TCA Management provides investment advisory services to three pooled 

investment vehicles, according to SEC-filed ADV forms. Specifically, those pooled investment 

vehicles are:

a. TCA Global Credit Fund, LP, which directly invest substantially all of its 

assets in the Master Fund and serves as the vehicle for investment in the Master 

Fund by U.S. citizens;

b. TCA Global Credit Fund, Ltd., which invests substantially all of its assets in 

the Master Fund through TCA Global Lending Corp., and serves as the vehicle 

for investments in the Master Fund by foreign citizens; and

c. TCA Global Credit Master Fund, LP (i.e., the “Master Fund”), which is used 

to pool all assets invested by U.S.-based and foreign-based investors from the 

two feeder funds.

22. In summary, the first two funds, TCA Global Credit Fund, L.P. and TCA Global 

Credit Fund, Ltd. (collectively “Feeder Funds”), feed investments into the Master Fund, which is 

used for short term, senior secured, direct lending under the control of TCA Management. 

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23. The purported qualifications and business practices of TCA Management are 

discussed in the SEC-filed brochure dated December 14, 2018. See Exhibit 1.

24. TCA Management is not the general partner of any of the funds but acts as the 

investment manager of the Funds. According to the Brochure, TCA Global Credit Fund GP, Ltd.,

is the Fund’s general partner. Id. at p. 5.

25. In one Offering Memorandum dated January 2018, the structure of the fund is 

represented as follows:

Exhibit 1, p. 2.

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26. TCA Management was responsible for representations made in connection with the

business and performance of the Master Fund and the Feeder Funds, including the Offering 

Memorandum and financial statements issued annually, among other things.

27. The Master Fund, according to the brochure, is primarily engaged in making high 

interest loans to small- and micro-cap companies.

28. In the December 2019 TCA Master Fund newsletter, TCA relayed positive numbers 

and 35 months of straight profits touting over $500 million in assets under management and a 

7.07% year to date return. See Exhibit 2.

29. However, in early 2020, TCA insiders blew the whistle to the SEC alleging the 

numbers were fabricated and TCA had losses of over $400 million.

FACTUAL ALLEGATIONS

I. Plaintiffs’ Investment

30. Plaintiff Todd Benjamin International, Ltd., is a UK entity.

31. Beginning in or about June 2018, Plaintiff Todd Benjamin International invested 

through a feeder fund into the Master Fund and became a beneficial owner thereof. 

32. Plaintiff Todd Benjamin is acting for the benefit of his IRA Account. 

33. Beginning in or about June 2019, Plaintiff Benjamin invested his IRA funds 

through a feeder fund into the Master Fund and became a beneficial owner thereof. 

34. At the time of making his investment, Plaintiff Benjamin relied on the truthfulness 

and accuracy of the Fund’s offering document, TCA Management’s Form ADV, marketing 

brochures, newsletters, audited financial statements by Grant Thornton, NAV calculations 

calculated and approved by Circle Partners, and additional materials provided by TCA 

Management.

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35. Those documents included a purported historical financial performance of the 

Master Fund and NAV values for the Fund which were created for the benefit of investors. Those 

representations were false because, at all material times, the NAV was artificially inflated due to 

certain TCA directors’ and/or officers’ failure to write-off bad loans, and to include phantom 

“investment advisory” fees that were based on fraudulent loan documents and were completely 

uncollectable, among other reasons. 

36. Plaintiffs relied on the accuracy of the information made available to them by TCA

Management, Circle Partners, and Grant Thornton in deciding to take a beneficial ownership 

interest in the Master Fund, and, thereafter, in deciding not to withdraw that investment.

37. TCA Management, Grant Thornton, Circle Partners, and certain of the individual 

officers and directors were all aware that the financial statements regarding the NAV, assets of the 

Funds, and historical returns in the offering documents were misleading, and that investors, 

including Plaintiffs, would rely on those statements.

II. The Whistleblowers

38. In January 2020, NBC news broke the news that three TCA employees collectively 

filed an SEC whistleblower complaint accusing TCA of inflating both its earnings and assets for 

years.

39. According to the whistleblowers, TCA failed to book losses on defaulted loans and 

recorded fee revenues that it had not received in the form of phantom “advisory fees” that were 

never earned.

40. Per the whistleblowers, TCA had inflated the hedge fund numbers since 2017, if 

not earlier, and TCA had at most $300 million in assets, not the $500 million reported to investors. 

In all likelihood, it has significantly less than $300 million in assets, and investors will be returned 

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pennies on the dollar, if anything.

III. TCA’s Questionable Financial Accounting Practices

A. Grant Thornton

41. Pursuant to its engagement letters with the Master Fund and Feeder Funds, Grant 

Thornton was to serve as independent auditor to evaluate TCA Management’s statements of 

financial positions for the years ending 2017 and 2018. In assessing the potential for material 

misstatements by TCA , Grant Thornton also undertook the duty to evaluate TCA Management’s

accounting policies and the reasonableness of management’s accounting estimates.

42. GT Ireland and GT Cayman executed the engagement letters, and thereafter 

provided the auditing services as members and representatives of GTIL using the “Grant 

Thornton” brand. Specifically, the engagement letters describe GT Cayman and GT Ireland as 

“member firms representing [GTIL]” for the audit services. 

43. GTIL approved and/or ratified this relationship through its relationship with 

member firms such as GT Ireland and GT Cayman. GTIL monitors and enforces the professional 

standards applicable to its member firms and coordinates strategy and policies for these firms.

GTIL thus exercises control over GT Ireland and GT Cayman in their management, marketing,

and provision of services under the “Grant Thornton” name.

44. Pursuant to this arrangement between GTIL, GT Ireland, and GT Cayman, the audit 

reports generated by GT Ireland and GT Cayman were signed on behalf of “Grant Thornton” using 

“Grant Thornton” letterhead. GTIL is therefore responsible for the acts and omissions of GT 

Ireland and GT Cayman, as alleged herein, because it created an actual agency and/or apparent 

authority relationship with GT Ireland and GT Cayman. 

45. After replacing TCA Management’s prior auditor in late 2017, Grant Thornton 

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quickly noticed that TCA Management lacked support for the purported “advisory fees,”

“investment banking fees,” and tens of millions of dollars in indebtedness payable from TCA 

Management, as investment manager.

46. Grant Thornton investigated how TCA Management was accounting for the funds’ 

assets and confirmed its understanding with various inquiries and a review of TCA Management’s

financial and business records.

47. As a result of its preliminary investigation, Grant Thornton expressed to certain 

TCA Management its concerns about, among other things, the timing of income recognition,

values not being recorded in accordance with the International Financial Reporting Standards 

(“IFRS”), a lack of evidence to support collectability, and uncertainties surrounding litigation 

outcomes.

48. Grant Thornton’s draft audit findings report for 2017 highlighted notable control 

deficiencies by TCA Management, including: (i) improper revenue recognition, (ii) management 

override of controls, (iii) lack of appropriate documentation for amounts receivable related to 

investment banking work as derivative assets and warrants, (iv) lack of audit evidence for loans 

and improper classification of loan performance and valuation of loans, (v) lack of definite 

documentation as to repayment of note receivable by TCA Management, (vi) improper and unclear 

valuation for special purpose vehicles (“SPVs”) owned by the Master Funds, and (vii) other control 

observations, such as inadequate records maintenance and loan management systems. 

49. Thus, by early 2018, Grant Thornton had actual knowledge of improper conduct in 

the recognition and reporting of the Master Fund and Feeder Funds’ assets, and that those 

calculations were based on unverifiable figures and pervasive mismanagement by TCA 

Management.

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50. TCA Management, having been advised of Grant Thornton’s concerns, requested 

that Grant Thornton tailor its audit to TCA’s purported business practices to justify (at least in 

part) the Master Fund and Feeder Funds’ stated financials. Despite its knowledge of the improper 

conduct, Grant Thornton agreed. 

51. The result was Grant Thornton’s final qualified audit report for 2017 being

published with the Master Fund’s financial statements, which either downplayed these significant 

control issues or outright omitted them.

52. Moreover, Grant Thornton’s internal audit report for 2017, which theoretically 

should have supported its April 30, 2018 opinion contained in TCA Management’s financial 

statements for 2017, was not complete until mid-July 2018. Grant Thornton thus opined on TCA 

Management’s financial condition even before it had completed its full review of material issues 

that would affect that financial condition. 

53. Moreover, Grant Thornton’s final audit report for 2017 hid from the public the 

serious control issues that eventually led to the failure of TCA Management’s business and 

intervention by the SEC. For example, the draft report describes a systemic deficiency in the 

revenue recognition policy, while the final report suggests the issue is limited to investment 

banking income recognition. And, while the draft report references no documented means or 

timeframe for the repayment of a note receivable from TCA Management, the final audit claims 

that recovery is dependent on the continued operations of the Master Fund. In addition, the draft 

report identified various instances of inadequate procedures to comply with basic accounting 

standards, but the final report does not disclose or account for these deficiencies. The brevity with 

which the final report mentions these issues resulted in the omission and mischaracterization of 

the scope and severity of various deficiencies. 

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54. Because Grant Thornton agreed to be “flexible” when finalizing the 2017 audit 

report, TCA Management agreed to continue its relationship with Grant Thornton for the 2018 

financial statements.

55. Given the significant issues that Grant Thornton uncovered, TCA Management and

Grant Thornton began planning the 2018 audit around TCA Management’s control and accounting 

deficiencies. 

56. For at least one meeting between TCA’s directors and officers and Grant Thornton 

at TCA’s Florida office, the agenda provided for “changes to [audit] approach,” thereby 

demonstrating Grant Thornton’s willingness to bend the analysis favorably toward TCA 

Management’s business model, and sought to address the various issues from the 2017 audit. 

57. Throughout this process, Grant Thornton contacted various borrowers of the Master 

Fund to confirm the supposed investment advisory fees or investment banking fees payable to 

TCA Management (which, in turn, inflated their NAV). Grant Thornton received numerous 

responses disputing the alleged fees and noting that no services were provided or approved. Some 

responses to Grant Thornton were more colorful, claiming that TCA Management was engaged in 

a fraud and threatening referrals to government agencies. According to one insider, at least 90% 

of the investment banking fees could not be confirmed by Grant Thornton.

58. Grant Thornton therefore knew that the debt included by the Master Fund on its 

books did not exist as represented to investors, or that it could not verify its validity. These 

amounts were significant, totaling more than $70 million in purported income in 2017 alone.

59. Despite Grant Thornton’s accommodations to TCA Management, in April 2019 

Grant Thornton indicated that a qualified opinion was not an option for the 2018 financials because 

of the various qualifications and materiality of those issues. Grant Thornton expressed its intent 

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to either issue an “adverse” opinion to TCA Management because the financial statements did not 

fairly represent the Master Fund and Feeder Funds’ condition, or to issue a disclaimer stating that 

it had been unable to provide a basis for an audit opinion for lack of appropriate audit evidence.

60. Notably, the reasoning behind Grant Thornton’s intent to issue an adverse opinion 

appears to have existed, and should have been known by Grant Thornton, when it issued its audit 

report opinion as to TCA Management’s 2017 financials on April 30, 2018. 

61. But, despite learning of the material and long-running issues that should have led 

to an adverse opinion for TCA Management’s 2017 financial statement, Grant Thornton never 

sought to withdraw, amend or restate its 2017 opinion. 

62. Instead of proceeding with an adverse opinion or disclaimer for 2018, Grant

Thornton provided TCA Management with a roadmap to obtain another qualified opinion. Grant 

Thornton recommended obtaining an independent valuation of the SPVs and to ensure that various 

loans were consistent with the IFRS. Assuming the independent valuation of the SPVs could be 

provided, Grant Thornton was willing to provide an opinion with qualifications as to only two lineitems. In other words, Grant Thornton offered to turn a blind eye to the significant accounting 

inconsistencies and improper controls so that TCA Management could continue to justify the 

deceptive business practices to investors.

63. When offering the option to avoid an adverse opinion or disclaimer, Grant Thornton 

acknowledged that any opinion or disclaimer would be evaluated by investors in the Funds and it 

expressed willingness to work with TCA’s directors and officers on the wording of such negative 

findings to minimize investor concerns. These same investor-related concerns apparently led 

Grant Thornton to recommend proceeding with the independent valuation. 

64. Unsurprisingly, TCA Management accepted Grant Thornton’s recommendation 

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and produced a purportedly independent third-party valuation of the SPVs. Relying on these 

valuations, Grant Thornton prepared and finalized its qualified 2018 audit opinion — instead of 

the adverse opinion or disclaimer that it previously thought would be justified under the 

circumstances. 

65. TCA Management and Circle Partners included Grant Thornton’s qualified opinion 

in TCA Management’s 2018 financial statement for publication and dissemination to investors of 

the Funds. 

66. At bottom, Grant Thornton knew of the improper practices of certain TCA directors 

and officers and how TCA Management was misstating financial information to investors. But 

instead of exposing those issues in its independent audits and revealing the financial deception, 

Grant Thornton gave TCA Management the opportunity to conceal and minimize its wrongful 

conduct. TCA Management gladly accepted the help. 

67. Apart from the qualifications included in Grant Thornton’s audit opinions, Grant 

Thornton certified in its opinions that the financial statements of the Master Fund “present fairly” 

the Fund’s financial position. 

68. Indeed, through the final audit reports for 2017 and 2018, Grant Thornton provided 

TCA Management with a way to justify these severe accounting irregularities by granting it

qualified audit opinions. These opinions willfully disregarded what Grant Thornton knew: there 

was little to no backup for the tens of millions of dollars in unearned, unpaid, and/or unrecoverable 

“investment banking” fees, among other misconduct.

69. Through its improper coordination with TCA Management, Grant Thornton 

prolonged TCA Management’s scheme and exacerbated Plaintiffs’ damages. Grant Thornton’s 

opinions, in its capacity as independent auditor, provided a false sense of security to Plaintiffs and 

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other investors, who relied on those opinions. Moreover, these opinions helped TCA Management

evade additional scrutiny from government regulators, which, in turn, allowed the scheme to 

continue.

B. Circle Partners

70. Circle Partners became the fund administrator to the Feeder Funds and Master Fund 

in 2014 after an acquisition of its predecessor-in-interest in August 2014.

71. Circle Partners acted as the administrator, registrar and transfer agent for the Feeder 

Funds and Master Fund.

72. Among other things, Circle Partners was responsible for the following: (i) 

maintaining the register of Shareholders; (ii) communicating with the Shareholders and sending 

financial statements to the Shareholders; (iii) providing registrar and transfer agent services in 

connection with the issuance, transfer and redemption of Shares of the Fund; (iv) overseeing 

compliance with applicable anti-money laundering laws in the Cayman Islands; (v) calculating the 

net asset value of the Shares in accordance with the Articles of Association; (vi) processing 

requests for redemption of Shares; (vii) keeping books and records of the Fund; (viii) preparing 

year-end financial statements for the Fund and (ix) performing other clerical services in connection 

with the day-to-day administration of the Fund.

73. In connection with the monthly NAV calculations, Circle Partners’ “Service 

Organizational Control Report,” which establishes the basic standards under which Circle Partners 

offers its services, required reconciliation with third parties and that “all balance sheet items are 

substantiated with appropriate documentation.” 

74. Notwithstanding the requirement that Circle Partners substantiate balance sheet 

items and reconcile with third parties, Circle Partners regularly deferred to TCA Management on 

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unsupported revisions to the NAV calculations and annual financial statements used for the audits. 

Numerous emails from Circle Partners’ Chad Fairchild, who was based in Orlando, Florida, ask 

TCA Management if they are “comfortable” with the numbers, and an investigation has revealed 

that certain members of TCA Management would regularly revise the numbers through screenshares and phone calls to avoid any written trail of the changes. Circle Partners knew about and

gladly accommodated these monthly, secretive unsupported revisions. Moreover, Circle Partners 

was copied on emails from Grant Thornton questioning the collectability of the investment banking 

advisory fees in early 2018, but continued to include those fees in the NAV calculations through 

2018 and 2019.

75. In addition, the NAV published by Circle Partners and disseminated to investors 

was inflated by $20 million in 2017 and $28 million in 2018. Circle Partners learned of this 

discrepancy but continued to work with TCA Management. 

76. Circle Partners was aware of the gross discrepancies between the unaudited NAVs 

that it was publishing with TCA’s Management’s input and approval and audited NAVs, but 

continued to work with TCA Management to shield and obscure the true performance of the Funds 

by revising the NAVs and annual financial statements.

77. In addition, Circle Partners responded to administrator questionnaires indicating 

that TCA Management’s internal financial controls were effective, which Circle Partners knew to 

be false. Likewise, Circle Partners provided false answers regarding risk monitoring.

78. Circle Partners knew of the improper practices of certain of TCA’s officers and 

directors and how TCA Management was misstating financial information to investors while 

purporting to measure the Funds’ financial assets at “fair market value.” Instead of exposing those 

issues in its independent work and revealing TCA Management’s ongoing deception, Circle 

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Partners gave TCA Management the opportunity to conceal and minimize its wrongful conduct. 

TCA Management gladly accepted the help from Circle Partners. In exchange, TCA Management 

approved payment of tens of thousands of dollars in fees on a monthly basis.

79. Through its improper coordination with TCA Management, Circle Partners 

prolonged TCA Management’s scheme and exacerbated Plaintiffs’ damages. Circle Partners’ 

financial calculations, in its capacity as fund administrator, provided a false sense of security to 

Plaintiffs and other investors. Moreover, these calculations and opinions helped TCA 

Management evade additional scrutiny from government regulators, which, in turn, allowed the 

scheme to continue

V. Liquidation

80. On or about January 21, 2020, shortly after news broke about the TCA 

whistleblowers, the Fund sent notice to investors that the Master Fund was shutting down. See 

Exhibit 3.

81. TCA Management cited the SEC investigation as one reason for the shut-down.

82. The Fund told investors it would take 12 to 18 months to liquidate all positions of 

the Master Fund.

83. The Master Fund promised that a detailed strategy plan would be sent to all 

investors within thirty (30) days.

84. No “detailed strategy plan” was sent to investors, however, and TCA Management 

and the Master Fund went dark, and even shut down their website. The former website, 

tcaglobalfund.com, showed the following:

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VI. The Securities and Exchange Commission’s Enforcement Action

85. Shortly after Plaintiffs filed this action against the Funds and their managers, the 

U.S. Securities and Exchange Commission brought a civil enforcement action against TCA 

Management and the general partner of the Funds, with the Master Fund and Feeder Funds named

as relief defendants. See SEC v. TCA Fund Mgmt. Grp. Corp. et al., No. 1:20-cv-21964 (S.D. 

Fla.). The SEC alleges violations of the Securities Act, Securities Exchange Act, and the 

Investment Advisers Act based on TCA Management’s fraudulent revenue recognition practices 

that inflated the Master Fund’s revenue and NAV. 

86. The SEC confirms in its filings that TCA Management’s practices led to regular 

misrepresentations to investors based on the monthly profitability of the Funds. 

87. On May 11, 2021, Judge Altonaga appointed Jonathan Perlman, Esq., as receiver 

for the defendants and relief defendants. The Master Fund and Feeder Funds are therefore no 

longer in operation, and the SEC notes that the “Funds’ current situation is grim.” 

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VII. TCA Management Made Numerous Materially False and Misleading 

Statements and Omissions to Plaintiffs and Other Class Members

88. Throughout the Class Period, TCA Management issued offering materials and 

audited financial statements to Plaintiff and class members that contained materially false 

information, including but not limited to the following:

a. Inflated NAV and historical returns that included bad loans and phantom 

investment advisory fees that were never earned, were uncollectable, and were 

based on false or deceptive loan documentation;

b. Misrepresented the objective of the Master Fund’s business, which was not to 

make high interest loans that were to be repaid, but to make such loans to use 

in litigation to collect the assets of the subject borrowers through dozens of 

lawsuits filed around the country; and

c. Omitted and minimized material accounting irregularities and severe control 

issues from public audit opinions, while giving TCA Management the 

opportunity to conceal and justify these issues.

89. The above misrepresentations and omissions were material to Plaintiff and the other 

investors’ evaluation of the Fund, and their decision to invest in, and continue to maintain their 

respective investments, in the Fund. 

VIII. Grant Thornton Had Actual Knowledge of TCA Management’s Fraud 

and Breaches of Fiduciary Duty

90. As alleged above, Grant Thornton had actual knowledge of the conduct of certain 

members of TCA Management’s officers and directors, TCA Management’s fiduciary duties to 

Plaintiffs and TCA Management’s breach of those fiduciary duties. Grant Thornton knew that: 

a. TCA Management lacked support for tens of millions of dollars in purported 

revenues, including “advisory fees” and “investment banking fees” to borrowers 

who advised Grant Thornton that no such services had even been requested from 

or provided by TCA Management;

b. TCA lacked support for tens of millions of dollars in loan receivables to borrowers;

c. TCA Management lacked support for its loans to third parties;

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d. TCA Management valued certain assets not in accordance with accounting 

standards;

e. TCA Management improperly timed the recognition of its income in violation of 

accounting standards;

f. TCA Management improperly classified its loans in violation of accounting 

standards;

g. TCA Management lacked evidence to support the collectability of its loans;

h. Litigation outcomes relating to TCA Management’s enforcement of bad loans 

were exaggerated;

i. Certain of TCA Management’s directors and officers had overridden controls 

aimed at preventing fraud or overreaching;

j. TCA Management improperly valued SPVs; and

k. TCA Management lacked adequate records maintenance and loan management 

systems.

IX. Grant Thornton Substantially Assisted the Fraud and Fiduciary Breaches

91. As also alleged in detail above, Grant Thornton substantially assisted TCA 

Management’s fraud and breaches of fiduciary duty by:

a. Failing to include in its final 2017 audit report what it new about the serious control 

issues, revenue recognition deficiencies, loan receivables and accounting issues 

that eventually led to TCA Management’s failure;

b. Failing to disclose that it could not confirm with borrowers 90% of investment 

banking fees purportedly owed to TCA Management;

c. Failing to issue an adverse opinion in 2018, suggesting instead that TCA 

Management obtain a third-party valuation company to obscure TCA 

Management’s issues and allow Grant Thornton to rely on that valuation to issue 

another qualified opinion; 

d. Deviating from its normal practices, procedures and methodologies in violation of 

industry standards;

e. Ignoring data in its possession that contradicted conclusions reached in its audit 

reports; and

f. Lending its name and credibility to TCA Management.

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X. At the Very Least, Grant Thornton Made Negligent 

Misrepresentations and Omissions

92. At the very least, Grant Thornton’s audit reports contained material omissions 

along with untrue statements that it should have known were false. For example:

a. Grant Thornton stated that the Master Fund’s financial statements “present fairly”;

b. Grant Thornton failed to include in its final 2017 audit report the serious control 

issues, revenue recognition deficiencies, loan receivables and accounting issues 

that eventually led to TCA Management’s failure;

c. Grant Thornton failed to disclose that it could not confirm with borrowers 90% of 

investment banking fees purportedly owed to TCA Management;

d. Grant Thornton failed to disclose that TCA Management had inadequate 

procedures with which to comply with basic accounting standards;

e. Grant Thornton failed to disclose that TCA Management had no documented means 

or timeframe for the repayment of certain loans; and

f. Grant Thornton failed to state that TCA Management’s revenue recognition 

policies had systemic deficiencies, instead minimizing the issue as limited to 

investment banking income recognition.

93. Grant Thornton knew that the results of its audits would be relied upon by investors. 

Grant Thornton knew that TCA Management touted Grant Thornton’s “independent” audits in 

communications with investors, inducing Plaintiffs’ and investors’ investments in the Funds and 

continued investment holdings in the Funds. 

94. Had Plaintiffs and investors known of the acts described herein and/or the true value 

and issues plaguing TCA Management’s investments that Grant Thornton knew about and failed 

to disclose, Plaintiffs and investors would not have initiated their investments in the Funds and/or 

would have withdrawn their entire investments in the Funds.

95. Plaintiffs and investors were unaware of, nor could they have discovered through 

the exercise of reasonable diligence, the materially false and misleading representations and 

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omissions regarding the audit reports because they did not have access to TCA Management’s

financial records.

96. Grant Thornton actually knew that prospective and current investors, including 

Plaintiffs, would receive its audit reports and rely to their detriment upon the above 

misrepresentations and omissions, and, indeed, intended for such investors and Plaintiffs to rely 

on those misrepresentations and omissions. Grant Thornton actually knew that Plaintiffs and 

investors would use the audit reports to make the decision to invest and/or to retain their investment 

in TCA Management.

97. Plaintiffs and the other investors were reasonable in relying upon the 

misrepresentations and omissions in the audited financial statements prepared by Grant Thornton.

XI. Circle Partners Had Actual Knowledge of TCA Management’s Fraud 

and Breaches of Fiduciary Duty

98. As alleged above, Circle Partners had actual knowledge of the misconduct of 

certain members of TCA Management, TCA Management’s fiduciary duties to Plaintiffs and TCA 

Management’s breach of those fiduciary duties. Circle Partners knew that: 

a. TCA Management’s NAV was inflated by at least $20 million in 2017 and at least 

$28 million in 2018 under the audited numbers, which does not even account for 

the fraudulent investment banking fees that further inflated the NAV;

b. Certain members of TCA Management were altering NAV calculations and 

financial statements after the numbers were calculated in order to smooth out the 

monthly returns and perpetuate the appearance of a reliable investment vehicle;

and

c. TCA Management’s investment banking advisory fees were mostly uncollectible.

XII. Circle Partners Substantially Assisted the Fraud and Fiduciary Breaches

99. As also alleged in detail above, Circle Partners substantially assisted the fraud 

perpetrated by certain members of TCA Management and breaches of fiduciary duty by:

a. Publishing inflated NAVs and disseminating to investors;

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b. Stating that TCA Management’s internal controls were effective;

c. Providing false answers to third parties regarding TCA Management’s risk 

monitoring capabilities; and

d. Allowing TCA Management to alter NAV calculations and financial statements.

XIII. At the Very Least, Circle Partners Made Negligent 

Misrepresentations and Omissions

100. At the very least, Circle Partners’ valuation reports contained material omissions 

along with untrue statements that it should have known were false:

a. NAVs were inflated by tens of millions of dollars in 2017 and 2018;

b. TCA Management’s internal controls were effective; and

c. TCA Management had adequate risk monitoring capabilities.

101. Circle Partners knew that the results of its calculations would be relied upon by 

investors. Circle Partners disseminated audit reports and other financial communications 

containing those calculations directly to investors, including Plaintiffs. 

102. Had Plaintiffs and investors known of the acts described herein and/or the true 

financial position that Circle Partners knew about and failed to disclose, Plaintiffs and investors

would not have initiated their investments in the Funds and/or would have withdrawn their entire 

investments in the Funds.

103. Plaintiffs and investors were unaware of, nor could they have discovered through 

the exercise of reasonable diligence, the materially false and misleading representations and 

omissions regarding TCA’s finances and NAVs because they did not have access to TCA 

Management’s financial records. As outsiders, Plaintiffs and investors did not know TCA 

Management was manufacturing fees to inflate the NAVs or that many of the loans were 

uncollectable.

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104. Circle Partners actually knew that prospective and current investors, including 

Plaintiffs, would receive audit reports and other financial information containing Circle Partners’ 

financial calculations and rely to their detriment upon the above misrepresentations and omissions, 

and, indeed, intended for such investors and Plaintiffs to rely on those misrepresentations and 

omissions. Circle Partners actually knew that Plaintiffs and investors would use the information 

to make the decision to invest and/or to retain their investment in TCA Management. As 

administrator, Circle Partners sent the audit reports and information directly to Plaintiffs and 

investors.

105. Plaintiffs and the other investors were reasonable in relying upon the 

misrepresentations and omissions in the audited financial statements prepared by Grant Thornton.

CLASS ACTION ALLEGATIONS

106. Plaintiffs bring this action pursuant to Federal Rule of Civil Procedure 23(a) and 

(b)(2) and/or (b)(3) on behalf of themselves and a nationwide class consisting of: 

All investors who purchased or otherwise held a beneficial interest in one 

or more of the TCA funds on January 21, 2020 (the “Class”). 

107. The Class Period begins when the earliest Class member made its investment in 

one or more of the TCA funds and continued to hold a beneficial interest in the Master Fund 

through January 21, 2020.

108. The Class excludes Defendants, any entity in which any Defendant has a controlling 

interest, Defendants’ officers, directors, legal representatives, successors, and assigns, and 

Defendants’ immediate family members. 

109. Numerosity. Based on TCA Management’s SEC disclosures, the Fund had 

approximately four hundred beneficial owners at the time it discontinued redemptions and began 

dissolution. 

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110. Typicality. Plaintiffs’ claims are typical of the claims of the Class insofar as 

Plaintiffs similarly owned a beneficial interest in the Master Fund at the time redemptions ceased 

and dissolution began, and were therefore harmed by the same wrongful activity as other Class

members. 

111. Adequacy. Plaintiffs will fairly and adequately protect the interests of the Class 

and do not have any claims that are antagonistic to those of the Class. Plaintiffs have retained 

counsel experienced in complex nationwide class actions, including securities litigation. Plaintiffs’

counsel will fairly, adequately, and vigorously protect the interests of the Class. 

112. Commonality and Predominance. Common questions of law and fact 

predominate over any questions affecting individual Class members, including, but not limited to, 

the following: 

a. Whether Grant Thornton and Circle Partners’ unaudited and audited financial 

statements, and published NAVs, contained material misrepresentations and/or 

omissions of material fact that induced Class members’ initial and continued 

investment in the Fund until the dissolution was announced and redemptions 

were suspended; 

b. Whether Grant Thornton and Circle Partners aided and abetted breaches of

fiduciary duties to Plaintiffs and the Class by artificially inflating the NAVs and 

reported assets of the Master Fund, and by ignoring significant institutional 

controls and financial accounting guidelines; 

c. Whether Grant Thornton’s audit reports contained material misrepresentations 

and/or omissions;

d. Whether Circle Partners’ NAV calculations and unaudited financial statements 

were “cooked” with its aid, knowledge and/or consent; 

e. Whether Grant Thornton and/or Circle Partners had actual or constructive 

knowledge of the misrepresentations and breaches of fiduciary duty;

f. Whether Grant Thornton and/or Circle Partners substantially assisted the 

scheme; and 

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g. Whether Plaintiffs and Class members were damaged as a result of Defendants’ 

conduct. 

113. Superiority. A class action is superior to other available methods for the fair and 

efficient adjudication of this controversy. The burden and expense of managing many actions 

arising from the scheme perpetrated by TCA Management and the Defendants, and the potential 

for inconsistent results, counsel in favor of a class action –– which presents far fewer management 

difficulties and provides the benefits of single adjudication, economy of scale, and comprehensive 

supervision by a single court.

EQUITABLE TOLLING AND DISCOVERY OF THE WRONGDOING

114. As a result of Defendants’ conduct, Plaintiffs and Class members were not aware 

of the financial misconduct and were prevented from learning the facts necessary to commence an 

action against Defendants for the wrongful conduct alleged in this Complaint until the SEC 

receivership was instituted and access to underlying accounting documents was provided to class 

counsel. The facts necessary for Plaintiffs to formulate the basis of a complaint and satisfy 

applicable pleading standards were within the exclusive control of TCA Management, Grant 

Thornton, and Circle Partners. Rather than disclosing that information to Plaintiffs and the Class, 

Grant Thornton and Circle Partners assisted TCA Management in concealing it.

115. Plaintiffs and the members of the Class have acted diligently in seeking to bring 

their claims promptly. Because of Defendants’ active steps — including, but not limited to, their 

assistance in concealing the material information detailed above — Plaintiffs assert the applicable 

statute of limitations for Plaintiffs and the Class’s claims were tolled, and Defendants are equitably 

estopped from asserting any statute of limitations defense. 

116. Defendants are equitably estopped from asserting that any otherwise applicable

period of limitations has run. 

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117. In addition, as a result of Defendants’ assistance in concealing the negligent 

misrepresentations, breaches of fiduciary duties, and other wrongdoing, Plaintiffs and Class 

members were prevented from discovering their claims against Defendants until recently. 

118. Accordingly, the discovery rule also applies to toll the statute of limitations in this 

case. 

CAUSES OF ACTION

COUNT I

Negligent Misrepresentation

(Directly Against Grant Thornton)

119. Plaintiffsreallege and incorporate by reference paragraphs 1 through 17, 19 through 

69, 80 through 97, and 106 through 118 as if set forth in full herein.

120. This is a direct action against Grant Thornton for negligent misrepresentation.

121. Grant Thornton made misrepresentations and omissions of material fact in its audit 

opinions for 2017 and 2018 by, among other things, minimizing and concealing the fact that TCA 

Management (i) engaged in and implemented grossly improper accounting policies that resulted 

in misrepresentation of the NAV, (ii) improperly reported false advisory fee income, (iii) operated 

under significant control issues, and (iv) were otherwise engaged in a fraudulent venture. Having 

made various affirmative statements in its audit opinions regarding its evaluation of TCA 

Management, Grant Thornton should have disclosed the entirety of its knowledge of TCA 

Management’ wrongful conduct. Grant Thornton thus issued misleading opinions stating that, 

except for the listed qualifications, the financials of the Master Fund and Feeder Funds were fairly 

presented.

122. Grant Thornton should have known that those statements and material omissions

were false and misleading when made.

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123. Grant Thornton made the false representations and omitted material facts intending 

to induce Plaintiffs and Class members to rely on the representations and invest in beneficial 

ownership interests in the Master Fund or maintain their investments.

124. Plaintiffs and Class members justifiably relied on Grant Thornton’s false 

representations and non-disclosures in investing and taking a beneficial ownership interest in the 

Master Fund and, as a result, were injured insofar as their interests have declined in value 

materially. 

125. Grant Thornton’s actions were so reckless or wanting in care that they constitute a 

conscious disregard or indifference to the rights of the Plaintiffs and Class members. Thus, 

Plaintiffs and Class members are entitled to an award of punitive damages.

Count II

Aiding and Abetting Breach of Fiduciary Duty

(Directly Against Grant Thornton)

126. Plaintiffs reallege and incorporate by reference paragraphs 1 through 17, 19 through 

69, 80 through 97, and 106 through 118 as if set forth in full herein.

127. TCA Management was a registered investment advisor under the IAA.

128. TCA Management and its controlling directors and managers owed a fiduciary duty 

to the Master Fund, Feeder Funds, and their beneficial owners, including Plaintiffs and Class 

members. Specifically, TCA Management offered investment advice and managed the pooled 

investment of the Master Fund for the beneficial owners thereof.

129. As such, TCA Management and its controlling directors and managers owed 

fiduciary duties to all beneficial owners of the Master Fund. 

130. Based on its knowledge of TCA Management’s business model and lending 

activity, Grant Thornton knew that TCA Management owed fiduciary duties to investors, including 

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Plaintiffs. Grant Thornton also knew that TCA Management had discretion and control giving rise 

to a fiduciary duty and duty of care to Plaintiffs and investors.

131. As described herein, certain officers and directors of TCA Management breached 

their fiduciary duties by (1) causing and failing to inform the beneficial owners of the Master Fund 

that the NAV was artificially inflated with phantom advisory fees and bad loans, (2) failing to 

disclose that the true business model was to make high interest loans in order to seize borrowers’ 

assets, (3) and by failing to disclose the material information about Press’s background, among 

other things. 

132. As a direct and proximate result of these breaches of their fiduciary duties, Plaintiffs 

and Class members were damaged. 

133. Grant Thornton knew that TCA Management owed fiduciary duties to the 

beneficial owners of the funds, including Plaintiffs and the class. Grant Thornton analyzed the 

structure of the Master Fund and Feeder Funds, along with the roles played by TCA Management

and its controlling directors and managers. Grant Thornton also knew that investors in the Funds 

were the beneficial owners and that they relied on TCA Management for the investment and 

administration of their money. 

134. Grant Thornton substantially assisted in TCA Management’s breaches of 

fiduciary duty with knowledge that TCA Management were breaching those duties. Through its 

evaluation, Grant Thornton identified the severe control issues and lack of support for the Master 

Fund and Feeder Funds’ purported assets as early as April 2018. Grant Thornton also learned that 

TCA Management’s stated assets were based on TCA Management’s unreasonable estimates of 

collectability and valuations. Grant Thornton therefore knew that TCA Management was

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misrepresenting material facts to Plaintiffs and the class members, using their position to make 

improper investments, and concealing its wrongdoing. 

135. Grant Thornton substantially assisted TCA Management by providing qualified 

audit opinions that concealed or downplayed the wrongful financial conduct of TCA Management. 

Grant Thornton prepared its audit opinion for 2017 while omitting or mischaracterizing the 

significant issues it identified during its audit. Similarly, the 2018 audit opinion was the product 

of active coordination between Grant Thornton and TCA Management to avoid an adverse opinion 

or disclaimer, which would have revealed to Plaintiffs and the Class members (and government 

entities) a more complete picture of TCA Management’s scheme. Grant Thornton thus issued 

misleading opinions stating that, except for the listed qualifications, the financials of the Master 

Fund and Feeder Funds were fairly presented.

136. As a direct and proximate result of Grant Thornton’s aiding and abetting TCA 

Management’ breaches of fiduciary duty, Plaintiffs and class members have suffered damages in 

an amount to be determined at trial.

Count III

Aiding and Abetting Fraud

(Directly Against Grant Thornton)

137. Plaintiffs reallege and incorporate by reference paragraphs 1 through 17, 19 through 

69, 80 through 97, and 106 through 118 as if set forth in full herein.

138. Certain officers and directors of TCA Management defrauded the Plaintiffs and the 

class members by misrepresenting and/or omitting the nature and value of the Master Fund and 

Feeder Funds’ stated assets, the true business model of TCA Management, and the material 

information about Press’s background, among many other things set forth above. Certain officers 

and directors of TCA Management knowingly engaged in a scheme to defraud Plaintiffs and the 

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class members by including unverifiable, unearned, and/or uncollectable debt in the NAV, 

misrepresenting how the Master Fund generated income through its loan business, and omitting 

Press’s history of improper conduct. 

139. As the independent auditor for the Master Fund and the Feeder Funds, Grant 

Thornton was responsible for determining whether their financials were fairly presented, including 

the valuations presented therein and the valuation metrics or estimates used by management. Grant 

Thornton was also responsible for identifying the potential for material misstatements and 

improper accounting policies or practices. 

140. Based on its evaluation, Grant Thornton knew that certain officers and directors of 

TCA Management were misrepresenting the financial status of the funds to Plaintiffs and the Class 

members. Grant Thornton identified severe control issues and lack of support for the Master Fund 

and Feeder Funds’ purported assets as early as April 2018. Grant Thornton also learned that the 

funds’ stated assets were based on TCA Management’s unreasonable estimates of collectability 

and valuations. Grant Thornton therefore knew that certain officers and directors of TCA 

Management were misrepresenting material facts to Plaintiffs and the class members, using its

position to make improper investments, and concealing its wrongdoing. 

141. Grant Thornton substantially assisted TCA Management’s scheme with knowledge 

that certain officer and directors of TCA Management were misrepresenting the financial status of 

the Funds to Plaintiffs and the Class members. Grant Thornton provided TCA Management with 

qualified audit opinions that concealed or downplayed the wrongful conduct of certain officers and 

directors of TCA Management. Grant Thornton prepared its audit opinion for 2017 while omitting 

or mischaracterizing the significant issues it identified during its audit. Similarly, the 2018 audit 

opinion was the product of active coordination between Grant Thornton and TCA Management to 

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avoid an adverse opinion or disclaimer, which would have revealed to Plaintiffs and the Class 

members (and government entities) a more complete picture of TCA Management’s actual 

financial strength and condition. Grant Thornton thus issued misleading opinions stating that, 

except for the listed qualifications, the financials of the Master Fund and Feeder Funds were fairly 

presented. 

142. Plaintiffs and Class members justifiably relied on these misstatements, omissions 

and acts by certain officers and directors of TCA Management, as assisted by Grant Thornton, to 

their detriment by investing or continuing to hold their investments in the Feeder Funds and Master 

Fund. Grant Thornton also knew that its audit opinions would be analyzed by investors in deciding 

whether to invest, hold their investments, or make additional investments in the Funds. Grant 

Thornton also knew that a negative audit finding may cause investors to redeem their investments

or take action against TCA Management.

143. As a direct and proximate result of Grant Thornton’s aiding and abetting certain 

officers and directors of TCA Management’s scheme, Plaintiffs and class members have suffered 

damages in an amount to be determined at trial.

COUNT IV

Negligent Misrepresentation

(Directly Against Circle Partners)

144. Plaintiffs reallege and incorporate by reference paragraphs 1 through 16, 18 through 

40, 70 through 89, and 98 through 118 as if set forth in full herein.

145. This is a direct action against Circle Partners for negligent misrepresentation.

146. Circle Partners made misrepresentations of material fact in its published monthly 

Net Asset Values and year-end financial statements beginning in 2014, when it began its work as 

the administrator, through closure of the funds in 2020. By permitting TCA to dictate and revise 

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the NAV calculations and financial statements without proper supporting documentation, as 

required by Circle Partners’ own internal standards, and by failing to recognize that certain 

“advisory fees” and “investment banking fees” were not going to be collected, Circle Partners 

minimized and concealed the fact that certain officers and directors of TCA Management (i) 

engaged in and implemented grossly improper accounting policies that resulted in 

misrepresentation of the NAV, (ii) improperly reported false advisory fee income, (iii) operated 

under significant control issues, and (iv) were otherwise engaged in a fraudulent venture. 

147. Circle Partners should have known that its monthly NAV statements, and year-end 

financial statements used to support Grant Thornton’s audits, were false and misleading when 

made.

148. Circle Partners made the false representations and omitted material facts intending 

to induce Plaintiffs and Class members to rely on the representations and invest in beneficial 

ownership interests in the Master Fund or maintain their investments.

149. Plaintiffs and Class members justifiably relied on Circle Partners’ false 

representations and non-disclosures in investing and taking a beneficial ownership interest in the 

Master Fund and, as a result, were injured insofar as their interests have declined in value 

materially. 

150. Circle Partners’ actions were so reckless or wanting in care that they constitute a 

conscious disregard or indifference to the rights of the Plaintiffs and Class members. Thus, 

Plaintiffs and Class members are entitled to an award of punitive damages.

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Count V

Aiding and Abetting Breach of Fiduciary Duty

(Directly Against Circle Partners)

151. Plaintiffs reallege and incorporate by reference paragraphs 1 through 16, 18 through 

40, 70 through 89, and 98 through 118 as if set forth in full herein.

152. TCA Management was a registered investment advisor under the IAA.

153. TCA Management and its controlling directors and managers owed a fiduciary duty 

to the Master Fund, Feeder Funds, and their beneficial owners, including Plaintiffs and Class 

members. Specifically, TCA Management offered investment advice and managed the pooled 

investment of the Master Fund for the beneficial owners thereof.

154. As such, TCA Management and its controlling directors and managers owed 

fiduciary duties to all beneficial owners of the Master Fund. 

155. Based on its knowledge of TCA Management’s business model and lending 

activity, Circle Partners knew that TCA Management owed fiduciary duties to investors, including 

Plaintiffs. Circle Partners also knew that TCA Management had discretion and control giving rise 

to a fiduciary duty and duty of care to Plaintiffs and investors.

156. As described herein, certain officers and directors of TCA Management breached 

their fiduciary duties by (1) causing and failing to inform the beneficial owners of the Master Fund 

that the NAV was artificially inflated with phantom advisory fees and bad loans, (2) failing to 

disclose that the true business model was to make high interest loans in order to seize borrowers’ 

assets, (3) and by failing to disclose the material information about Press’s background, among 

other things. 

157. As a direct and proximate result of certain officers and directors of TCA 

Management’ breaches of their fiduciary duties, Plaintiffs and Class members were damaged. 

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158. Circle Partners knew that TCA Management owed fiduciary duties to the 

beneficial owners of the funds, including Plaintiffs and the Class members. Circle Partners 

analyzed the finances of the Master Fund and Feeder Funds on a monthly and annual basis –– as 

a critical outside “check” on TCA Management. Circle Partners also knew that investors in the 

Funds were the beneficial owners and that they relied on TCA Management for the investment and 

administration of their money. Indeed, Circle Partners was responsible for client relations on 

behalf of TCA Management, among other things.

159. Circle Partners substantially assisted in certain officers and directors of TCA 

Management’s breaches of fiduciary duty with knowledge that these individuals were breaching 

those duties. Through its monthly and annual financial evaluations, Circle Partners was aware of 

the lack of support for the Master Fund and Feeder Funds’ purported assets, as claimed by TCA 

Management. Circle Partners also learned that the Funds’ purported assets were overstated based 

on the 2017 and 2018 audited financial reports issued by Grant Thornton, but continued to publish 

Net Asset Values and unaudited financial statements that overstated the assets of the Funds in 

2018 and 2019 anyway. Circle Partners knew that certain officers and directors of TCA 

Management were misrepresenting material facts to Plaintiffs and the Class members, using their 

position to make improper investments, and concealing its wrongdoing. 

160. Circle Partners substantially assisted TCA Management by providing monthly 

Net Asset Values and unaudited financial statements for the Funds that concealed or downplayed 

the inflated and uncollectible assets placed on the books by TCA Management. Circle Partners

prepared monthly NAVs and yearly unaudited financial statements while allowing certain officers 

and directors of TCA Management to manipulate the numbers without supporting documentation, 

in violation of Circle Partners’ internal standards. Circle Partners coordinated with TCA 

Case 1:20-cv-21808-RNS Document 21 Entered on FLSD Docket 09/02/2022 Page 39 of 44
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Management on a monthly basis to allow for, and then conceal, this manipulation. Circle Partners 

thus issued misleading NAVs and financial statements that grossly overvalued the Feeder Funds’

and Master Fund’s assets and induced Plaintiffs and the Class members to invest in the Funds 

and/or not withdraw their investments. Circle Partners knew the NAVs were inflated because, 

among other reasons, even Grant Thornton stated that they were overvalued.

161. As a direct and proximate result of Circle Partners’ aiding and abetting TCA 

Management’ breaches of fiduciary duty, Plaintiffs and Class members have suffered damages in 

an amount to be determined at trial.

Count VI

Aiding and Abetting Fraud

(Directly Against Circle Partners)

162. Plaintiffs reallege and incorporate by reference paragraphs 1 through 16, 18 through 

40, 70 through 89, and 98 through 118 as if set forth in full herein.

163. Certain officers and directors of TCA Management misrepresented and omitted the 

nature and value of the Master Fund and Feeder Funds’ stated assets, the true business model of 

TCA Management, and the material information about Press’s background, among many other 

things. Certain officers and directors of TCA Management knowingly engaged in a scheme to 

defraud Plaintiffs and the class members by including unverifiable, unearned, and/or uncollectable 

debt in the NAV, misrepresenting how the Master Fund generated income through its loan 

business, and omitting Press’s history of improper conduct. 

164. As the administrator for the Master Fund and the Feeder Funds, Circle Partners was 

responsible for determining the Net Asset Value on a monthly basis, based on supporting materials, 

among other things, including the valuations presented therein and the valuation metrics or 

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estimates used by management. Circle Partners was also responsible for the annual, unaudited 

financial statements that were used by Grant Thornton to perform its audits. 

165. Based on its ongoing evaluations of the Funds’ financials, Circle Partners knew that 

certain TCA directors and officers were misrepresenting the financial status of the funds to 

Plaintiffs and the Class members. Indeed, the audited financial reports made that obvious, 

identifying more than $40 million in discrepancies between the unaudited NAV values and the 

audited NAV values for years 2017 and 2018. In addition, Circle Partners knew or should have 

known that the investment banking income, some of which was held on the books for years without 

any collection, lacked support for the Master Fund and Feeder Funds’ purported assets. Circle 

Partners also coordinated unsupported revisions to the NAV on a monthly basis with TCA 

Management. Circle Partners therefore knew that certain officers and directors of TCA 

Management were misrepresenting material facts to Plaintiffs and the class members, using its 

position to make improper investments, and concealing its wrongdoing. 

166. Circle Partners substantially assisted with knowledge that certain officers and 

directors of TCA Management were misrepresenting the financial status of the Funds to Plaintiffs 

and the Class members. Circle Partners provided TCA Management with monthly NAVs and 

unaudited yearly financial statements that concealed the wrongful conduct, which was 

manipulating the numbers to create the appearance of steady returns. Circle Partners prepared its 

monthly NAVs and financial statements while omitting or mischaracterizing the significant issues 

it identified during its work with TCA Management. Circle Partners even continued to 

miscalculate the NAV values after learning, through Grant Thornton’s 2017 audit, that the audited 

NAV was worth over $20 million less than the number used by Circle Partners. That error 

compounded through 2018 and 2019. 

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167. The inaccurate NAVs and financial statements were the product of active 

coordination between Circle Partners and TCA Management to avoid an adverse reporting on the 

performance of the Funds, which would have revealed to Plaintiffs and the Class members (and 

government entities) a more complete picture of TCA Management’s financial condition. Circle 

Partners thus issued misleading opinions about the value of the Funds on a monthly and annual 

basis. 

168. Plaintiffs and Class members justifiably relied on these misstatements, omissions 

and acts by certain officers and directors of TCA Management, as assisted by Circle Partners, to 

their detriment by investing or continuing to hold their investments in the Feeder Funds and Master 

Fund. Circle Partners also knew that its NAV calculation would be analyzed by investors in 

deciding whether to invest, hold their investments, or make additional investments in the Funds. 

Circle Partners also knew that a negative return in the Funds may cause investors to redeem their 

investments or take action against TCA Management.

169. As a direct and proximate result of Circle Partners’ aiding and abetting, Plaintiffs 

and class members have suffered damages in an amount to be determined at trial.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs pray for judgment and relief as follows: 

A. Determining that this action is a proper class action under Rule 23 of the Federal 

Rules of Civil Procedure, and appointing Plaintiffs’ counsel as Class counsel; 

B. Awarding compensatory damages to Plaintiffs and the Class against all Defendants, 

jointly and severally, for all damages sustained as a result of Defendants’ wrongdoing in an amount 

to be determined at trial;

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C. Awarding punitive damages to Plaintiffs and the Class against Defendants for the 

legal Counts;

D. Awarding Plaintiffs and the Class pre-judgment and post-judgment interest to the 

extent permitted by law; 

E. Awarding Plaintiffs and the Class their reasonable costs and expenses incurred in 

this action, including counsel fees and expert fees; 

F. Granting Plaintiffs and the Class appropriate equitable relief; and 

G. Granting such other and further relief as the Court may deem just and proper.

DEMAND FOR JURY TRIAL

Plaintiffs demand trial by jury on all issues so triable pursuant to Rule 38 of the Federal 

Rules of Civil Procedure.

Respectfully submitted: September 2, 2022

WEINBERG WHEELER HUDGINS

GUNN & DIAL, LLC

SILVER LAW GROUP

/s/Aaron M. Cohn

Aaron M. Cohn, Esq.

Florida Bar No.: 95552

Weinberg Wheeler Hudgins 

Gunn & Dial, LLC

2601 South Bayshore Drive

Suite 1500

Miami, FL 33133

T: (305) 455-9500

F: (305) 455-9501

E-mail: acohn@wwhgd.com

dmallqui@wwhgd.com

mferrer@wwhgd.com

Counsel for Plaintiffs

/s/ Scott L. Silver

Scott L. Silver

Fla. Bar No. 095631

11780 W. Sample Road

Coral Springs, Florida 33065

T: (954) 755-4799

F: (954) 755-4684

E-mail: ssilver@silverlaw.com

rfeinberg@silverlaw.com

Counsel for Plaintiffs

GIBBS LAW GROUP LLP

/s/ David Stein

David Stein (pro hac vice to be submitted)

LEVINE KELLOGG LEHMAN 

SCHNEIDER + GROSSMAN LLP

/s/ Jason Kellogg

Case 1:20-cv-21808-RNS Document 21 Entered on FLSD Docket 09/02/2022 Page 43 of 44
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Kyla J. Gibboney (pro hac vice to be submitted)

505 14th Street, Suite 1110

Oakland, CA 94612

T: (510) 350-9700

F: (510) 350-9701 

E-mail: ds@classlawgroup.com

kjg@classlawgroup.com

Counsel for Plaintiffs

Jeffrey C. Schneider, P.A.

Florida Bar No. 933244

Primary: jcs@lklsg.com

Secondary: ph@lklsg.com

Jason K. Kellogg, P.A. 

Florida Bar No. 0578401

Primary: jk@lklsg.com

Secondary: ame@lklsg.com

Victoria J. Wilson

Florida Bar. No. 0092157

Primary: vjw@lklsg.com

Secondary: cf@lklsg.com

Marcelo Diaz-Cortes

Florida Bar No. 118166

Primary: md@lklsg.com

Secondary: cf@lklsg.com

Miami Tower

100 SE 2nd Street, 36th Floor

Miami, Florida 33131

Telephone: 305.403.8788

Facsimile: 305.403.8789

Counsel for Plaintiffs

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on September 2, 2022, the foregoing document was 

electronically filed with the Clerk of the Court using CM/ECF. I also certify that the foregoing 

document is being served this day on all counsel of record in the manner specified, via transmission 

of Notices of Electronic Filing generated by CM/ECF.

By: Jason Kellogg

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