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, and derivatively on 

behalf of the TCA Global Credit Master Fund, L.P., 

TCA Global Credit Fund, LP, and TCA Global 

Credit Fund, Ltd., 

 

Plaintiffs, 

vs. 

 

TCA FUND MANAGEMENT GROUP CORP., a 

Florida corporation, ROBERT PRESS, ALYCE 

SCHREIBER, WILLIAM FICKLING, THOMAS 

DAY, PATRICK PRIMAVERA, DONNA 

SILVERMAN, and TARA ANTAL, 

Defendants. 

 Case No. ______________ 

 Class Action Complaint 

 Jury Trial Demanded 

VERIFIED 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, and derivatively on behalf of the TCA 

Global Credit Master Fund, L.P., TCA Global Credit Fund, LP, TCA Global Credit Fund, Ltd., 

sue Defendants, TCA Fund Management Group Corp. (“TCA Management”), Robert Press 

(“Press”), Alyce Schreiber (“Schreiber”), William Fickling (“Fickling”), Thomas Day (“Day”), 

Donna Silverman (“Silverman”), Patrick Primavera (“Primavera”), and Tara Antal (“Antal”) 

(collectively, “Defendants”), alleging as follows: 

INTRODUCTION 

Defendants are the investment advisor and certain officers and directors that advised a 

series of Cayman-based hedge funds organized to pool investments. TCA Global Credit Master 

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Fund, L.P. (“Master Fund”) serves 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 high-interest, collateralized loans to micro- and small-cap 

companies in need of short-term capital. 

Plaintiffs bring this class action against the Defendants because Defendants 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 fraudulent and uncollectable. As a consequence of inflating the NAV with bad loans and 

phantom fees, Defendants were 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. 

Plaintiffs, being unaware of Defendants’ fraudulent practice of inflating the NAV of the 

Master Fund, elected to invest in, and 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 $200 million. The claims asserted in this lawsuit are direct and derivative claims 

based on Defendants’ misrepresentations and breach of related duties. 

THE PARTIES 

1. Plaintiff Todd Benjamin International, 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. 

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3. Defendant 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. 

4. 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. 

5. Alyce Schreiber is the acting Chief Executive Officer of TCA Management, and 

on information and belief, a resident of the State of Florida. 

6. William (“Bill”) Fickling is the acting Chief Operating Officer of TCA 

Management, and on information and belief, a resident of the State of Georgia. 

7. Thomas Day is the acting Chief Credit Officer of TCA Management, and on 

information and belief, a resident of the State of New York. 

8. Donna Silverman is the former chief portfolio manager of TCA Management, and 

on information and belief, a resident of the State of Florida. 

9. Patrick Primavera is the former managing director of TCA Management, and on 

information and belief, a resident of the State of New Jersey. 

10. Tara Antel is the Chief Compliance Officer of TCA Management, and on 

information and belief, a resident of the State of Florida. 

JURISDICTION AND VENUE

11. This Court has subject matter jurisdiction over this action pursuant to federal 

question jurisdiction, 28 U.S.C. § 1331, and the Class Action Fairness Act of 2005, 28 U.S.C. § 

1332(d), because this is a class action and the amount in controversy exceeds $5 million, 

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exclusive of interest and costs, and Plaintiffs –– as well as other class members –– are citizens of 

different states than Defendants, who are residents of Florida, Georgia, New York, and New 

Jersey. On information and belief, less than one-third of the members of the proposed class are 

citizens of the State of Florida, Georgia, New York, and/or New Jersey. Indeed, TCA 

Management’s disclosures indicate that approximately 90% of beneficial owners in the Master 

Fund are foreign citizens. 

12. The Court has personal jurisdiction over Defendants on the following grounds: 

TCA Management and the other Defendants operate the Master Fund in, maintain an office in, 

and reside in, Florida. Defendants committed the tortious acts complained of herein within 

Florida. Defendants are also engaged in substantial and not isolated activity within Florida. 

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

Florida because Defendants reside in, and a substantial part of the events or omissions giving rise 

to the claims occurred in this District; specifically, in Aventura, Florida. 

14. Further, under the Offering Memorandum, any court of competent jurisdiction 

may hear these claims, which are subject to Delaware law. Specifically, the Offering 

Memorandum provides in relevant part: 

Neither the General Partner nor the Investment Manager shall be liable to the 

Partnership or the Limited Partners for any action or inaction in connection with 

the business of the Partnership unless such action or inaction is determined by a 

final, non-appealable court of competent jurisdiction to constitute gross 

negligence (as interpreted in accordance with the laws of the State of Delaware, 

U.S.) or willful misconduct. The Partnership (but not the Limited Partners) is 

obligated to indemnify the General Partner, the Investment Manager and their 

respective partners, managers, members, officers, employees and affiliates from 

any claim, loss, damage or expense incurred by such persons relating to the 

business of the Partnership; provided that such indemnity will not extend to 

conduct determined by a final, non-appealable court of competent jurisdiction to 

constitute gross negligence (as interpreted in accordance with the laws of the State 

of Delaware, U.S.) or willful misconduct. The Master Agreement contains similar 

exculpation and indemnification provisions in favor of the General Partner. 

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Exhibit 1 (emphasis supplied). 

SUMMARY 

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

and controlled by Press. 

16. The other individual Defendants are (or have been) officers and/or directors of 

TCA Management with direct responsibility over portions of TCA Management’s advisory 

activities for the Master Fund and other TCA feeder funds. 

17. 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 

foreign 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 U.S. 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. 

18. 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. 

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

discussed in the SEC-filed brochure dated December 14, 2018. See Exhibit 2. 

20. 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, 

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

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

represented as follows: 

Exhibit 1, p. 2. 

22. TCA Management and the individual Defendants are 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. 

23. The common element between all of the TCA entities and the substance of the 

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combined entities is that Press controls all of the entities as the majority shareholder, founder, 

principal, director, and/or owner. At all material times, Press controlled every aspect of the 

business, with input and assistance from the other named individual Defendants. 

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

interest loans to small- and micro-cap companies. 

25. In the November 28, 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 3. 

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

numbers were fabricated and TCA had losses of over $200 million. 

27. TCA subsequently informed investors that it intended to liquidate the funds and 

would provide a detailed action plan within 30 days. 

28. No action plan has been released and TCA has gone dark. 

FACTUAL ALLEGATIONS

I. Plaintiffs’ Investment

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

30. Beginning in or about June 2018, Todd Benjamin International invested through 

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

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

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

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

33. 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, 

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marketing brochures, newsletters, and additional materials provided by TCA Management. 

34. 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 Defendants’ 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. Those financial documents are currently unavailable to Plaintiffs but will be 

obtained through discovery. 

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

TCA Management in deciding to take a beneficial ownership interest in the Master Fund, and, 

thereafter, in deciding not to withdraw that investment. 

36. TCA Management and the individual officers and directors that are named 

Defendants were all aware that the financial statements regarding the NAV and historical returns 

in the offering documents were false, and that investors, including Plaintiffs, would rely on those 

statements. 

37. Defendants were collectively responsible for promulgating those false statements 

in furtherance of inducing Plaintiffs and other investors’ investments, as beneficial owners, in the 

Master Fund. 

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 

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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 has 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 pennies on the dollar, if anything. 

III. TCA’s Questionable Financials 

41. The TCA insider allegations are bolstered by Grant Thornton’s audited financial 

statement for the year ending December 31, 2018, which only gave the Master Fund a qualified 

opinion by its auditors because it was unable to verify four distinct categories. See Exhibit 4. 

The distinct categories include income, loan evaluation, the value of TCA Special Purpose 

Vehicles, and a receivable note worth $28 million from a related party. Specifically, that audit 

provides: 

a. TCA’s Income: 

We were unable to verify the revenue recognized by the Master Fund in 

relation to investment banking income has met the revenue recognition 

criteria of IFRS 15. In relation to the year-end receivable balance 

amounting to US$72,910,116 we were unable to independently confirm 

the existence of US$37,853,277 with the relevant counterparty. As a 

result, we are unable to determine if investment banking income was 

earned in accordance with IFRS 15 during the year amounting to 

US$61,619,349 and the recoverability of the related receivable of 

US$72,910,116. 

b. TCA’s Special Purpose Vehicles 

As described in Note 2 and Note 4 to the financial statements, the Master 

Fund has carried its investments in Special Purpose Vehicles at fair value 

amounting to US$161,125,618 as at December 31, 2018. The valuation of 

the Special Purpose Vehicles was prepared by the Master Fund’s 

Management with the assistance of independent third-party valuation 

firms. The valuations have been prepared based on assumptions regarding 

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future earnings and profitability of the underlying companies owned by 

the Special Purpose Vehicles. These projections are based on significant 

estimates made by management of the Special Purpose Vehicles and the 

Master Fund, the projections are used by independent third-party valuation 

firms as described in Note 4 in these financial statements as a significant 

input to estimate fair value. We have not been able to corroborate certain 

valuation inputs relating to forecasted earnings and profitability used in 

the valuations. This includes a subsequent-events review of forecasted 

versus actual results of the underlying companies for the period post year 

end. As a result, we were unable to determine the fair value of Special 

Purpose Vehicles as at December 31, 2018 fair valued at US$161,125,618. 

c. TCA Loans 

We note that IFRS 9 was not applied for the full financial year and 

therefore we are unable determine the impact on net income as presented 

in the statement of comprehensive income and statement of changes in 

partners’ capital had the IFRS 9 valuation model been applied for the full 

year. 

The Master Fund has applied IFRS 9 in relation to the valuation of its 

Loans amounting to US$115,185,926 and related interest receivable 

amounting to US$7,179,521 as at December 31, 2018. Based on our 

review of the model applied by management to value the Loans and 

related interest in accordance with IFRS 9 we note that: 

• the model applies a uniform percentage for probability of default 

and loss given default which does not consider individual 

experience with each Loan and does not consider historic 

impairments; 

• the model does not include scenario analysis/range of possible 

outcomes to determine a weighted expected credit loss and instead 

uses managements best estimate, and 

• Managements best estimate often assumes takeover of the 

borrowing entity or a high success rate through litigation and does 

not allow for outcomes which may differ to this estimate. 

As a result, we are unable to determine the completeness of the net 

expected credit loss of US$10,405,436 applied by management is in 

accordance with IFRS 9 and the potential impact on the carrying value of 

Loans amounting to US$115,185,926 and related interest receivable 

amounting to US$7,179,521. We were also unable to independently 

confirm the existence of US$8,658,952 of the above Loans with the 

relevant borrowers. 

d. Notes Receivable 

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The Master Fund as described in Note 6 to the financial statements has a 

promissory note receivable from a related party amounting to 

US$28,304,047. The recoverability of this note is dependent on the 

continued operations of the Master Fund to generate sufficient 

management and performance fees to repay the promissory note. As at 

December 31, 2018 we were unable to verify if the related party had 

sufficient assets to repay the promissory note amounting to 

US$28,304,047. 

Exhibit 4. 

42. Collectively, Grant Thornton was unable to opine on a large percentage of the 

Fund’s assets, loans and receivables, and relies heavily on information directly from TCA’s 

management. Id.

43. TCA improperly failed to value its assets by inflating assets, failing to reduce 

valuations on companies it claimed were in default (and already in litigation), improperly 

accounting for assets transferred into the name of other TCA activities or insiders, and booking 

“advisory fees” as assets that were never earned, among other things. 

44. TCA Management attempted to explain-away the problems with the audit in a 

letter dated July 26, 2019, which coincided with the late release of the 2018 financials. TCA 

blamed the auditor for the findings, claiming that “major accounting firms received some very 

public criticism coming into the 2018 audit season.” In other words, TCA Management blamed 

the result on overly conservative auditors and minor issues that could be addressed at a later date. 

See Exhibit 5.

IV. TCA’s Massive Undisclosed Litigation History and Investment Defaults 

45. According to TCA’s offering memorandum, TCA states: 

From time to time, the Master Fund initiates civil commercial litigation 

matters as a creditor to enforce its obligations under various transaction 

agreements against debtors who have defaulted on their obligations to 

repay the Master Fund. On occasion, the Master Fund, the Investment 

Manager, the General Partner and/or their officers or principals are named 

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as defendants in a pre-emptive lawsuit and/or counterclaim filed by a 

defaulted debtor after the borrower is served with a notice of default. The 

defendants in such cases aggressively seek to dismiss preemptively filed 

cases by defaulted debtors. 

Exhibit 1, p. 27. 

46. However, this disclosure fails to reveal TCA Management’s true business model, 

which is to drive its investment targets into a financial death spiral –– through overleveraging the 

company with debt –– and then have the Master Fund sue its borrowers to foreclose on their 

assets rather than collect on the loans. 

47. Between 2014 and January 1, 2020, the Master Fund has been a party in over 100 

cases in Broward County, Florida relating to TCA portfolio companies, as well as dozens of 

lawsuits in other jurisdictions, including in the Southern District of Florida, California, and 

Nevada. On information and belief, the Master Fund has brought such lawsuits against the 

majority of its borrowers. 

V. Investors Would Not Have Invested if TCA’s Owner, Directors, and Others 

Disclosed their Real Backgrounds in TCA’s Form ADV or the Offering 

Memorandum 

A. Robert Press 

48. Press promotes himself as one of the previous heads of global derivative products 

trading for the capital markets group of Chemical Bank. 

49. In reality, Press was associated with several financial services companies before 

forming TCA Management and the Master Fund. Several of Press’s companies, including the 

following, ultimately collapsed under allegations that Press was operating a boiler room or other 

financial fraud: 

50. Finantra Capital, Inc. 

a. Press was CEO and Chairman of the Board of Finantra. 

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b. Press was the subject of multiple lawsuits alleging he had failed to disclose a 

scheme to inflate Finantra’s stock. 

c. An investor complaint alleging that Finantra and Press failed to disclose their 

scheme to inflate Finantra’s stock price, and that Press personally solicited a 

purchase of nearly ten percent of Finantra’s outstanding stock at a discount to the 

market price, led to a jury finding against Finantra and Press for violations of 

Section 10(b) of the Securities Exchange Act of 1934, 15 U.S.C. § 78j, and Rule 

10b-5. 

51. PCM Securities Limited, LP 

a. Press was a named respondent in John Terwilliger v. PCM Securities Limited, LP 

a/k/a Royal Palm Investments, Ltd., Robert D. Press, et al., NASD Arb. No. 97-

04990 (filed Oct. 15, 1997). The claimants alleged violations of Alaska, Florida, 

New York, and United States law with respect to various securities transactions in 

their account, as well as breach of contract, breach of fiduciary duty, 

misrepresentation, negligent misrepresentation, professional negligence, willful 

and bad faith conversion of property, common law fraud, RICO, and punitive 

damages. The specific allegations included: 

 PCM was engaged in “a complex scheme to defraud investors utilizing 

fraudulent sales practices and market manipulation in a boiler room 

environment.” 

 “Robert Press was a control person at PCM Securities as well as a registered 

representative and agreed to exercise supervisory control and authority over 

the brokers at PCM/Royal Palm. In or about 1996, Robert Press sold his 

interest in PCM/Royal Palm to Robert Mitchell and simultaneously agreed to 

manage the firm as Robert Mitchell did not have the required licenses. In 

1997 during the time that the [claimants] maintained their account at 

PCM/Royal Palm Robert Press acting together with Respondent Edelson had 

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full control and supervisory responsibility over all PCM/Royal Palm sales 

representatives including [the representative at issue in this arbitration].” 

b. Press was found jointly and severally liable for compensatory damages 

($649,141.00), attorneys’ fees and costs ($76,914.00), and was personally the 

subject of a $15,000.00 discovery sanction. 

c. Royal Palm’s broker-dealer license was revoked in nearly every U.S. state, citing 

conduct including: 

 Dishonest or fraudulent practices, including selling unregistered securities; 

 Transacting business while its license was suspended; and 

 Allowing its Fort Lauderdale office to conduct securities business prior to 

properly registering with the Florida Department of Banking and Finance. 

52. Additionally, Press’s first attempt at launching the original TCA Fund, Trafalgar 

Capital Advisors, was forced to liquidate. Although TCA’s offering memorandum characterizes 

it as a prior unrelated investment pool, the liquidator alleged TCA Management executed a series 

of investment transactions on behalf of the Fund that were specifically intended to artificially 

inflate the fund’s NAV and convert fund assets for itself, among other things. 

53. No reasonable investor would have invested in the Master Fund or with its 

principal, Robert Press, if Defendants had disclosed Press’s (and its other principals’) 

backgrounds, TCA’s litigation history, or the Master Fund’s true financial condition. 

B. Other Individual Defendants 

54. Alyce Schreiber has been working with Press since Finantra, and is the named 

CEO of TCA Management with operating control over the company with the other individual 

Defendants. In the SEC-filed ADV form, Schreiber is listed as a control person of TCA 

Management. 

55. At all material times, William Fickling has been TCA Management’s Chief 

Operating Officer, and on information and belief, founded TCA Management with Press and 

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maintains co-operating authority over TCA Management with the other individual Defendants. 

In the SEC-filed ADV form, Fickling is listed as a control person of TCA Management. 

56. At all material times, Thomas Day has been TCA Management’s Chief Credit 

Officer, and on information and belief, maintains co-operating authority over TCA Management 

with the other individual Defendants. In the SEC-filed ADV form, Day is listed as a control 

person of TCA Management. 

57. At all material times, Donna Silverman has been TCA Management’s Chief 

Portfolio Strategist, and on information and belief, maintains co-operating authority over TCA 

Management with the other individual Defendants. Donna Silverman is listed on the SEC-filed 

ADV form as an advisory affiliate to TCA Management. 

58. At all material times, Patrick Primavera has been the New York-based Managing 

Director of TCA Management, and on information and belief, maintains co-operating authority 

over TCA Management with the other individual Defendants. In the SEC-filed ADV form, 

Primavera is listed as a control person of TCA Management. 

59. At all material times, Tara Antal has been TCA Management’s Chief Compliance 

Officer. Antal joined TCA after earning her MBA from the University of Central Florida in 

2012, and has spent her entire career with the company. Upon information and belief, Antal 

maintains co-operating authority over TCA Management with the other individual Defendants. 

In the SEC-filed ADV form, Antal is listed as a control person of TCA Management. 

VI. Liquidation 

60. 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 6. 

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

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

the Master Fund. 

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

investors within thirty (30) days. 

64. More than ninety days have passed since TCA Management made this 

announcement. However, no “detailed strategy plan” has been sent to investors, and TCA 

Management and the Master Fund have gone dark, and have even shut down their website. The 

former website, tcaglobalfund.com, now shows the following: 

VII. Defendants Made Numerous Materially False and Misleading Statements 

and Omissions to Plaintiffs and Other Class Members 

65. Throughout the Class Period, TCA Management and the other Defendants issued

offering materials and financial statements to Plaintiffs and Class members that contained 

materially false information, including but not limited to the following: 

a. Defendants inflated the NAV and historical returns by refusing to write-off bad 

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loans and by creating phantom investment advisory fees that were never earned, 

were uncollectable, and were based on fraudulent loan documentation; 

b. Defendants 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 hundreds 

of lawsuits filed around the country; 

c. Defendants omitted the tainted background of Press and other control persons in 

the offering documents and ongoing SEC-disclosures; 

d. Press, on information and belief, engaged in undisclosed conversion of assets 

belonging to the Master Fund and failed to disclose such breaches of his fiduciary 

duty. 

66. The above misrepresentations and omissions were material to Plaintiffs and the 

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

their respective investments, in the Fund. 

67. Defendants knew that prospective and current investors, including Plaintiffs, 

would 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 in 

order to take a beneficial interest in the Master Fund and continue to hold that investment. 

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

misrepresentations and omissions in the offering materials and financial statements. 

CLASS ACTION ALLEGATIONS 

69. 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”). 

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70. 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. 

71. 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. 

72. 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. 

73. 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. 

74. 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. 

75. 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 the offering materials and financial statements 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; 

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b. Whether TCA Management, Press, and the other Defendants breached their 

obligations under the Investment Adviser Act of 1940 and fiduciary duties to 

Plaintiffs and the Class by artificially inflating the NAV and reported returns 

of the Master Fund, and by diverting funds from the Master Fund; and 

c. Whether Plaintiffs and Class members were damaged as a result of 

Defendants’ conduct. 

76. 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 Defendants’ fraud, 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

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

of Defendants’ 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 

whistleblower complaint was disclosed and TCA Management sent the liquidation notice. The 

facts necessary for Plaintiffs to formulate the basis of a complaint and satisfy applicable pleading 

standards were within the exclusive control of Defendants, as well as the individuals and entities 

that aided and abetted Defendants. Rather than disclosing that information to Plaintiffs and the 

Class, Defendants opted to conceal it, including by promulgating the offering memorandum, 

annual financial statements, and other statements about the Master Fund and Feeder Funds’ 

business and performance without including appropriate disclosures. 

78. 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, 

concealing the material information detailed above — Plaintiffs assert the applicable statute of 

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

estopped from asserting any statute of limitations defense. 

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

period of limitations has run. 

80. In addition, as a result of Defendants’ breaches of fiduciary duties and other 

wrongdoing, and concealment of the same (as described herein), Plaintiffs and Class members 

were prevented from discovering their claims against Defendants until recently. 

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

case. 

82. With regard to the derivative claims set forth herein, any demand by Plaintiffs that 

TCA Management authorize a lawsuit by the Master Fund against itself would be futile because 

of Defendants’ complete domination and control of the Master Fund. 

CAUSES OF ACTION 

COUNT I 

Rescission Under the Investment Advisers Act of 1940 

(Against All Defendants on behalf of the Master Fund and Feeder Funds) 

83. Plaintiffs reallege and incorporate by reference paragraphs 1 through 82 as if set 

forth in full herein. 

84. This is a derivative action on behalf of the Master Fund and Feeder Funds. 

85. As set forth above, any demand for the Master Fund or Feeder Funds to bring this 

claim would be futile. 

86. This is an action for rescission and to recover restitution under the Investment 

Advisers Act of 1940 (“IAA”), specifically, Section 215(b). 

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87. Under Section 214 of the IAA, this Court has jurisdiction, and venue belongs in 

the Southern District of Florida because Defendants transacted their business in Miami-Dade 

County, Florida. 

88. Defendants, including TCA Management and the individual Defendants, are the 

investment advisor, and officers and directors, to the Master Fund and Feeder Funds. 

89. Defendants used the mails and interstate commerce to defraud Plaintiffs and Class 

members by, among other things, fraudulently misrepresenting material facts and fraudulently 

concealing and failing to state material facts with the intent to deceive or defraud Plaintiffs, all as 

set forth herein. 

90. Further, on information and belief, Defendants acted for their own respective 

accounts by cashing out their investments in the Master Fund at inflated NAVs prior to the 

initiation of the dissolution. 

91. By violating the IAA, the Master Fund and Feeder Funds are entitled to rescission 

of the their agreements with TCA Management and/or the other Defendants, and the return of all 

fees paid to Defendants by the Master Fund and Feeder Funds. 

92. The Master Fund and Feeder Funds have been damaged by Defendants’ actions in 

an amount to be proven at trial, but which is believed to be in excess of $5,000,000. In addition, 

and in the alternative, Plaintiffs, acting on behalf of the Master Fund and Feeder Funds, are 

entitled to an order that Defendants be required to disgorge all fees, and recession of the 

agreement between TCA Management and the Master Fund and Feeder Funds. 

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COUNT II 

Breach of Fiduciary Duty 

(Against All Defendants on behalf of the Master Fund and Feeder Funds) 

93. Plaintiffs reallege and incorporate by reference paragraphs 1 through 82 as if set 

forth in full herein. 

94. This is a derivative action on behalf of the Master Fund and Feeder Funds. 

95. Defendants were the investment advisor, and officers and directors, to the Master 

Fund and Feeder Funds, and accordingly, owed a fiduciary duty to those funds. 

96. Defendants defrauded the Master Fund and Feeder Funds by, among other things, 

fraudulently misrepresenting material facts and fraudulently concealing and failing to state 

material facts with the intent to deceive or defraud those funds, all as set forth herein. Further, 

on information and belief, Defendants acted for their own respective accounts by cashing out 

their investments in the Master Fund at inflated NAVs prior to the initiation of the dissolution. 

97. In addition, Defendants mismanaged the Master Fund and Feeder Funds by 

overleveraging borrowers in order to take their assets and artificially inflating the NAV of the 

Funds to the detriment of the Master Fund, Feeder Funds, and the borrowers. 

98. By virtue of their domination and control, Defendants reaped enormous profits 

from their management of the Master Fund and Feeder Funds. 

99. The Master Fund and Feeder Funds have been damaged by the Defendants’ 

actions in an amount to be proven at trial. That amount is believed to be in excess of $5,000,000. 

100. Defendants’ actions were willful, malicious, and taken in willful and wanton 

disregard of the Master Fund and Feeder Funds’ rights. Alternatively, Defendants’ actions were 

so reckless or wanting in care that they constitute a conscious disregard or indifference to the 

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rights of the Master Fund and Feeder Funds. Thus, the Funds are entitled to an award of punitive 

damages. 

COUNT III 

Negligent Misrepresentation 

(Directly Against All Defendants) 

101. Plaintiffs reallege and incorporate by reference paragraphs 1 through 81 as if set 

forth in full herein. 

102. This is a direct action against Defendants for negligent misrepresentation. 

103. Defendants misrepresented material facts and concealed and/or failed to state 

material facts. Specifically, among other things, Defendants prepared and authorized financial 

statements, offering documents, and newsletters, that artificially inflated the NAV of the Master 

Fund, which resulted in significant unearned fees being paid to Defendants and massive losses to 

the Master Fund through inflated redemptions of investors that redeemed before January 21, 

2020, among other things. 

104. Defendants should have known that those statements and material omissions were 

false and misleading when made. 

105. Defendants 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. 

106. Plaintiffs and Class members justifiably relied on Defendants’ 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. 

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107. Defendants’ 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 IV 

Breach of Fiduciary Duty 

(Directly Against All Defendants) 

108. Plaintiffs reallege and incorporate by reference paragraphs 1 through 81 as if set 

forth in full herein. 

109. This is an action against Defendants for breach of fiduciary duty. 

110. TCA Management was a registered investment advisor under the IAA and the 

individual Defendants were controlling directors and managers of TCA Management. 

111. 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, Defendants offered investment advice and managed the pooled 

investment of the Master Fund for the beneficial owners thereof. 

112. As such, TCA Management and the individual Defendants owed fiduciary duties 

to all beneficial owners of the Master Fund. 

113. As described herein, Defendants 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 set forth herein. 

114. As a direct and proximate result of Defendants’ breaches of their fiduciary duties, 

Plaintiffs and Class members were damaged. 

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115. Defendants’ actions were intentional or 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. 

116. Accordingly, Plaintiffs and Class members are entitled to damages in an amount 

to be proven at trial. 

Count V 

Unjust Enrichment 

(Directly Against All Defendants) 

117. Plaintiffs reallege and incorporate by reference paragraphs 1 through 81 as if set 

forth in full herein. 

118. Plaintiffs and Class members have conferred a benefit upon Defendants by 

investing as beneficial owners of the Master Fund, which was used by Defendants to generate 

their own inflated fees and to redeem other investors’ interests at inflated values, among other 

things. 

119. Defendants voluntarily accepted and retained the benefits conferred upon them by 

Plaintiffs and Class members. 

120. The circumstances are such that it would be inequitable for the Defendants to 

retain the benefit without paying the value thereof to Plaintiffs and Class members. 

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; 

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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; 

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. 

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Respectfully submitted this 30th day of April, 2020. 

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 Plaintiff

/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 Plaintiff

GIBBS LAW GROUP LLP 

/s/ David Stein 

David Stein (pro hac vice to be submitted) 

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 Plaintiff 

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