UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Case No. 

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v.

TCA FUND MANAGEMENT GROUP CORP. and

TCA GLOBAL CREDIT FUND GP, LTD.,

Defendants,

and

TCA GLOBAL CREDIT MASTER FUND, LP,

TCA GLOBAL CREDIT FUND, LTD., and

TCA GLOBAL CREDIT FUND, LP, 

Relief Defendants.

CONSENT OF DEFENDANTS TCA FUND MANAGEMENT GROUP CORP. AND

TCA GLOBAL CREDIT FUND GP, LTD. AND 

RELIEF DEFENDANTS TCA GLOBAL CREDIT MASTER FUND, LP,

TCA GLOBAL CREDIT FUND, LTD., AND TCA GLOBAL CREDIT FUND, LP

1. Defendants TCA Fund Management Group Corp. (“TCA”) and TCA Global Credit

Fund GP, Ltd. (collectively, “Defendants”), and Relief Defendants TCA Global Credit Master 

Fund, LP, TCA Global Credit Fund, Ltd., and TCA Global Credit Fund, LP (collectively, “Relief 

Defendants”) waive service of a summons and the complaint in this action, enter a general 

appearance, and admit the Court’s jurisdiction over Defendants and Relief Defendants and over 

the subject matter of this action.

20-cv-21964-CMA

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 1 of 12
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 2. Without admitting or denying the allegations of the complaint (except as to personal 

and subject matter jurisdiction, which Defendants and Relief Defendants admit), Defendants and 

and Relief Defendants hereby consent to the entry of the Judgment of Permanent Injunction and 

Other Relief in the form attached hereto (the “Judgment”) and incorporated by reference herein 

which, among other things, 

(a) permanently restrains and enjoins Defendants from violations of Section 17(a) of 

the Securities Act of 1933 (the “Securities Act”) [15 U.S.C. § 77q(a)], and Section 

10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) [15 U.S.C. 

§ 78j(b)] and Rule 10b-5 promulgated thereunder [17 C.F.R. § 240.10b-5], and as 

to Defendant TCA only, from violations of Sections 206(1), 206(2), 206(4), and 

207 of the Investment Advisers Act of 1940 (“Advisers Act”) [15 U.S.C. §§ 80b6(1), (2), and (4), and 80b-7] and Rules 206(4)-7 and 206(4)-8 thereunder 

[17 C.F.R. §§ 275.206(4)-7 and 275.206(4)-8]; and

(b) provides that the Court shall determine at a later date whether to order disgorgement 

of ill-gotten gains, including prejudgment interest, and/or civil penalties against 

Defendants and, if so, the amount of disgorgement, prejudgment interest, and civil 

penalty. 

3. Defendants and Relief Defendants agree to the entry of an order appointing a 

receiver over each of them. 

4. Defendants and Relief Defendants stipulate that the Court may determine the 

Commission’s motion to appoint a receiver on the basis of the allegations of the Commission’s 

complaint. 

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 5. Defendants agree that, upon motion of the Commission, the Court shall determine 

whether it is appropriate to order disgorgement of ill-gotten gains, prejudgment interest thereon, 

and/or civil penalties pursuant to Section 20(d) of the Securities Act [15 U.S.C. § 77t(d)], and 

Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)], and as to Defendant TCA only,

Section 209(e) of the Advisers Act [15 U.S.C. § 80b-9] and, if so, the amounts of the disgorgement 

and/or civil penalties. Defendants further understand that, if disgorgement is ordered, they shall 

pay prejudgment interest thereon, calculated from August 13, 2014, based on the rate of interest 

used by the Internal Revenue Service for the underpayment of federal income tax as set forth in 

26 U.S.C. § 6621(a)(2). Defendants further agree that in connection with the Commission’s 

motion for disgorgement and/or civil penalties, and at any hearing held on such a motion: 

(a) Defendants will be precluded from arguing that they did not violate the federal securities laws 

as alleged in the complaint; (b) Defendants may not challenge the validity of this Consent or the 

Judgment; (c) solely for the purposes of such motion, the allegations of the complaint shall be 

accepted as and deemed true by the Court; and (d) the Court may determine the issues raised in 

the motion on the basis of affidavits, declarations, excerpts of sworn deposition or investigative 

testimony, and documentary evidence, without regard to the standards for summary judgment 

contained in Rule 56(c) of the Federal Rules of Civil Procedure. In connection with the 

Commission’s motion for disgorgement and/or civil penalties, the parties may take discovery, 

including discovery from appropriate non-parties.

6. Defendants agree that they shall not seek or accept, directly or indirectly, 

reimbursement or indemnification from any source, including but not limited to payment made 

pursuant to any insurance policy, with regard to any civil penalty amounts that Defendants pay 

pursuant to the Judgment, regardless of whether such penalty amounts or any part thereof are added 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 3 of 12
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to a distribution fund or otherwise used for the benefit of investors. Defendants further agree that 

they shall not claim, assert, or apply for a tax deduction or tax credit with regard to any federal, 

state, or local tax for any penalty amounts that Defendants pay pursuant to the Judgment, regardless 

of whether such penalty amounts or any part thereof are added to a distribution fund or otherwise 

used for the benefit of investors. 

 7. Defendants and Relief Defendants waive the entry of findings of fact and 

conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. 

 8. Defendants and Relief Defendants waive the right, if any, to a jury trial and to 

appeal from the entry of the Judgment. 

9. Defendants and Relief Defendants enter into this Consent voluntarily and represent 

that no threats, offers, promises, or inducements of any kind have been made by the Commission 

or any member, officer, employee, agent, or representative of the Commission to induce 

Defendants and Relief Defendants to enter into this Consent. 

 10. Defendants and Relief Defendants agree that this Consent shall be incorporated into 

the Judgment with the same force and effect as if fully set forth therein.

 11. Defendants and Relief Defendants will not oppose the enforcement of the Judgment 

on the ground, if any exists, that it fails to comply with Rule 65(d) of the Federal Rules of Civil 

Procedure, and hereby waives any objection based thereon. 

 12. Defendants and Relief Defendants waive service of the Judgment and agree that 

entry of the Judgment by the Court and filing with the Clerk of the Court will constitute notice to 

them of its terms and conditions. Defendants further agree to provide counsel for the Commission, 

within thirty days after the Judgment is filed with the Clerk of the Court, with an affidavit or 

declaration stating that Defendants TCA and GP, and Relief Defendants have received and read a 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 4 of 12
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copy of the Judgment. 

 13. Consistent with 17 C.F.R. 202.5(f), this Consent resolves only the claims asserted 

against Defendants and Relief Defendants in this civil proceeding. Other claims remain to be 

resolved in this case. Defendants and Relief Defendants acknowledge that no promise or 

representation has been made by the Commission or any member, officer, employee, agent, or 

representative of the Commission with regard to any criminal liability that may have arisen or may 

arise from the facts underlying this action or immunity from any such criminal liability. 

Defendants and Relief Defendants waive any claim of Double Jeopardy based upon the settlement 

of this proceeding, including the imposition of any remedy or civil penalty herein. Defendants and 

Relief Defendants further acknowledge that the Court’s entry of a permanent injunction may have 

collateral consequences under federal or state law and the rules and regulations of self-regulatory 

organizations, licensing boards, and other regulatory organizations. Such collateral consequences 

include, but are not limited to, a statutory disqualification with respect to membership or 

participation in, or association with a member of, a self-regulatory organization. This statutory 

disqualification has consequences that are separate from any sanction imposed in an administrative 

proceeding. In addition, in any disciplinary proceeding before the Commission based on the entry 

of the injunction in this action, Defendants and Relief Defendants understand that they shall not 

be permitted to contest the factual allegations of the complaint in this action.

 14. Defendants and Relief Defendants understand and agree to comply with the terms 

of 17 C.F.R. § 202.5(e), which provides in part that it is the Commission’s policy “not to permit a 

defendant or respondent to consent to a judgment or order that imposes a sanction while denying 

the allegations in the complaint or order for proceedings,” and “a refusal to admit the allegations 

is equivalent to a denial, unless the defendant or respondent states that he neither admits nor denies 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 5 of 12
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the allegations.” As part of Defendants’ and Relief Defendants’ agreement to comply with the 

terms of Section 202.5(e), Defendants and Relief Defendants: (i) will not take any action or make 

or permit to be made any public statement denying, directly or indirectly, any allegation in the 

complaint or creating the impression that the complaint is without factual basis; (ii) will not make 

or permit to be made any public statement to the effect that Defendants and Relief Defendants do 

not admit the allegations of the complaint, or that this Consent contains no admission of the 

allegations, without also stating that Defendants and Relief Defendants do not deny the allegations; 

and (iii) upon the filing of this Consent, Defendants and Relief Defendants hereby withdraw any 

papers filed in this action to the extent that they deny any allegation in the complaint. If Defendants 

and Relief Defendants breach this agreement, the Commission may petition the Court to vacate 

the Judgment and restore this action to its active docket. Nothing in this paragraph affects 

Defendants’ and Relief Defendants’: (i) testimonial obligations; or (ii) right to take legal or factual 

positions in litigation or other legal proceedings in which the Commission is not a party. 

 15. Defendants and Relief Defendants hereby waive any rights under the Equal Access 

to Justice Act, the Small Business Regulatory Enforcement Fairness Act of 1996, or any other 

provision of law to seek from the United States, or any agency, or any official of the United States 

acting in his or her official capacity, directly or indirectly, reimbursement of attorney’s fees or 

other fees, expenses, or costs expended by them to defend against this action. For these purposes, 

Defendants and Relief Defendants agree that they are not the prevailing party in this action since 

the parties have reached a good faith settlement.

 16. Defendants and Relief Defendants agree that the Commission may present the 

Judgment to the Court for signature and entry without further notice. 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 6 of 12
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17. Defendants and Relief Defendants agree that this Court shall retain jurisdiction over

this matter for the purpose of resolving remaining claims and enforcing the terms of this Judgment. 

Dated: TCA FUND MANAGEMENT GROUP CORP. 

By: _________________________________ 

Name: Alyce Schreiber 

Title: Acting CEO 

Alyce Schreiber declares under penalty of perjury that the following is true and correct: I 

am the Acting Chief Executive Officer of TCA Fund Management Group Corp. and I am duly 

authorized to execute the foregoing Consent on its behalf. 

Executed on ____________, 2020 __________________________________ 

 Alyce Schreiber 

Dated: TCA GLOBAL CREDIT FUND GP, LTD. 

By: _________________________________ 

Name: Bruce Wookey 

Title: Director 

By: _________________________________ 

Name: Bernard 6XPQHU

Title: Director 

Dated: TCA GLOBAL CREDIT MASTER FUND, LP 

By: _________________________________ 

Name: Bruce Wookey 

Title: Director 

By: _________________________________ 

Name: Bernard 6XPQHU

Title: Director r r 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 7 of 12
17. Defendants and Relief Defendants agree that this Court shall retain jurisdiction over 

this matter for the purpose ofresolving remaining claims and enforcing the terms of this Judgment. 

Dated: ____ _ __ _ TCA FUND MANAGEMENT GROUP CORP. 

By: ______________ _ 

Name: Alyce Schreiber 

Title: Acting CEO 

Alyce Schreiber declares under penalty of perjury that the following is true and correct: I 

am the Acting Chief Executive Officer of TCA Fund Management Group Corp. and I am duly 

authorized to execute the foregoing Consent on its behalf. 

Executed on 2020 -------' 

Dated:. _______ _ 

Dated: __________ _ 

Alyce Schreiber 

By: - ------- - ------ Name: Bernard Sumner 

Title: Director 

STER FUND, LP 

By:-------- - - ---- Name: Bernard Sumner 

Title: Director 

7 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 8 of 12
Dated: ____ _ _ _ _ 

Dated: ______ _ _ 

TCA GLOBAL CREDIT Fl)ND, LTD 

By: _ _____________ _ 

Name: Bernard Sumner 

Title: Director 

TCA GLOBAL CREDIT F ,LP 

By: ____________ _ 

Name: Bernard Sumner 

Title: Director 

Bruce Wookey and Bernard Sumner declare under penalty of perjury under the laws of 

the United States of America that the following is true and correct: we are directors ofTCA Global 

Credit Fund GP, Ltd., TCA Global Credit Master Fund, LP, TCA Global Cr~dit Fund, Ltd., and 

TCA Global Credit Fund, LP and that we are duly authorized to execute the oregoing Consent on 

their behalf. 

Executed on 2020 - - --- ~ 

Executed on 2020 ----- ~ 

Bernard Sumner 

8 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 9 of 12
17. Defendants and Relief Defendants agree that this Court shall retain jurisdiction over 

this matter for the purpose ofresolving remaining claims and enforcing the terms of this Judgment. 

Dated: _______ _ TCA FUND MANAGEMENT GROUP CORP. 

By: ___________ _ 

Name: Alyce Schreiber 

Title: Acting CEO 

Alyce Schreiber declares under penalty of perjury that the.following is trne and correct: I 

am the Acting Chief Executive Officer of TCA Fund Management Group Corp. and I am duly 

authorized to execute the foregoing Consent on its behalf. 

Executed on _____ , 2020 

Dated: ______ ~_ 

Dated: __________ _ 

Alyce Schreiber 

TCA GLOBAL CREDIT FUND GP, LTD. 

By: ___________ _ 

Name: Brnce Wookey 

Title: Director 

By:~~ 

Name: Bernard Sumner 

Title: Director 

TCA GLOBAL CREDIT MASTER FUND, LP 

By: ___________ _ 

Name: Brnce Wookey 

Title: Director 

By:P~-----::'-:-::) Name: Bernard Stunner 

Title: Director 

7 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 10 of 12
Dated: --------

Dated: --------

TCA GLOBAL CREDIT FUND, LTD 

By: ---------------

Name: Bruce Wookey 

Title: Director 

By:,!~., 

Name: Bernard Sumner 

Title: Director 

TCA GLOBAL CREDIT FUND, LP 

By: ___________ _ 

Name: Bruce Wookey 

Title: Director 

By:A~ Name: Bernard Sumner 

Title: Director 

Bruce Wookey and Bernard Sumner declare under penalty of perjury tmder the laws of 

the United States of America that the following is true and correct: we are directors ofTCA Global 

Credit Fund GP, Ltd., TCA Global Credit Master Fund, LP, TCA Global Credit Ftmd, Ltd., and 

TCA Global Credit Fund, LP and that we are duly authorized to execute the foregoing Consent on 

their behalf. 

Executed on _____ _, 2020 

Executed on _____ , 2020 

Bruce W ookey 

)7)1~ 

Bernard Sumner 

8 

Case 1:20-cv-21964-CMA Document 6-1 Entered on FLSD Docket 05/11/2020 Page 11 of 12
Approved as to form: 

�F.'� 

Carl F. Schoepp!, Esq. 

Schoepp! Law, P.A. 

4651 North Federal Highway 

Boca Raton, FL 33431-5133 

Tel: 561-394-8301 

Fax: 561-394-3121 

Email: carl@schoeppllaw.com 

Allan M. Lerner, Esq. 

Allan M. Lerner, P.A. 

2888 East Oakland Park Boulevard 

Fort Lauderdale, FL 33306-1814 

Tel: 954-563-8111 

Fax: 954-563-8522 

Email: allan@lernerpa.com 

Attorneys for Defendants and Relief Defendants 

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