Www.tcaglobalfund.comConfidential. Do not copy or distribute. Small-Cap Secured Lending & Advisory...

www.tcaglobalfund.com Confidential. Do not copy or distribute.

Small-Cap Secured Lending & Advisory

Specialists1April, 2014

Presentation to Hall Chadwick, Sydney.April 17th, 2014

2

Overview

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TCA Global Credit Master Fund TCA is a short-duration, absolute return fund specializing in senior secured lending and

advisory services to small-caps located predominantly in the US, Canada, Western Europe & Australia.

Fund commenced April 2010, 3 Years of Unqualified Audited financial statements TCA has Funds under Management of circa USD 180 million, target circa USD 400

million. Regulated and registered by the SEC (US), FCA/FSA (UK), and ASIC (Australia). AFSL

No.257871

Focused Strategy Origination of $10-25MM quarterly; multiple financings consummated monthly Small position sizes, 1-2% of portfolio; Average loan size $1-2MM Loans are ALWAYS senior secured, short duration (6 to 12 months) & income generating Targeted annual net returns to Investors of 12-14% No style drift, no leverage, no shorting, no market risk, no currency risk

Long-term Track Record Returns have eclipsed the 12-14% target since inception, while exhibiting low volatility

when compared with equities (S&P 500 Index) or high-yield debt (ML High Yield Master II Index).

Specialty Global Team Extensive expertise in credit analysis and monitoring, stable & seasoned executive team In-depth restructuring, liquidation and bankruptcy experience; leads to proactive

adaptation Quarterly independent collateral validation Independent board of directors, administrators, legal counsel & auditors CIMA & SEC* regulated and AIMA best practices membership

*Pre-approved to be finalized in June 2014

Confidential. Do not copy or distribute.

Secular Decline of ‘Traditional’ Financing Sources 15+ years of banks drastically reducing exposure to small-cap lending

Market Inefficiency in Small-Cap Lending

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%

100

75

50

25

0

-25

-50

-75

2005 2006 2007 2008 2009 2010 2011 2012

2013 Note: Change in percentage from the previous period.Source: Federal Reserve Board, Senior Loan Officer Survey, 2013

Tightening

Standards

Stronger Demand


Return Attribution

Fund expenses: 2/20, High Watermark

Loan Loss Experience

Cash reserve

drag

IRR* Expenses ROI**

12-14%

Equity Kicker

Capital Fee

LoanInterest

and Collection

Merchant Banking & Advisory Fee

*targeted, typical fund investment**per annum, targeted, net to Investors

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Deal Origination

Investment professionals and Analyst Team

Global network of professional advisors

Sponsor and attend conferences

50% repeat business

Deal Analysis

Fundamental, credit and liquidity analysis

Management team +20yr track record

Corporate structure

Evaluate investment risks/reward

Investment Review

Establish most efficient investment structure and terms/pipeline

On Site Visits to Portfolio Companies

Unanimous Investment Committee Approval only

Legal Due Diligence

• Local legal experts evaluate and structure deal

• Standardized legal documents / jurisdiction expedite process

1 2 3 4

Investment Committee

CIO led

Deal size and duration vis-à-vis portfolio capacity

Monitor cash flow to deal flow

Accept/modify/reject terms

Monitoring to Repayment

Bi-weekly call with management to monitor evolution of investments

Identify and act on any stressed position

Monthly report to Investment Committee on stressed positions, actions taken and resolutions (External Director led)

Completion of payment

Transaction Close

Documents executed

Investment executed

Lock-box account opened

Analyst Team assigned to monitor

5 6 7

Fundamental, Credit, Liquidity, Fund & Market Dynamics Excellent relationships with investee companies; 50% repeat business In-house expertise for work-outs when needed

Thorough Investment Process

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TCA Credentials


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Specialty Global Team TCA Fund strategy: investing in short term, senior secured debt in listed and non listed

small cap companies Stable Executive Team; Dozens of Corporate References Successful track record with a high repeat business rate

Debt Profile Transaction size: $0.5MM to $5MM Secured lending structures

Efficient Execution Term sheets issued within 24hrs of management call and collation of preliminary due

diligence material Closing typically within 2 weeks after term sheet signing and due diligence is complete

Industry and Geographical Breakdown


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9.72%

9.72%

11.11%

6.94%

4.17%2.78%

5.56%

6.94%

8.33%

18.06%

5.56%

6.94%4.17%

Invested Capital ($) by Industry

Communications

Consumer Products

Energy & Energy Services

Entertainment

Environmental Services

Financial Services

Food Services

IT/Security

Marketing & Promotions

Medical & Medical Supplies

Real Estate & Construction

Technology

Transportation Services

12.50%

77.78%

6.94%

2.78%

Invested Capital ($) by Geographic Region

EU&UK US Canada Australia

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Investment Criteria


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Proven Management Teams

Revenue

Collateral

Strong CorporateGovernance

Robust management teams that have a track record of success

Identifiable revenues streams (not start up companies)

Strong Cash Flows, receivables and contracted revenues

Listed companies, private companies seeking an IPO, Private Companies whose internal reporting procedures match those of a listed company

Investment Structures


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TCA has three main financing instruments*:

Amortizing Notes Revolving Credit Facilities Convertible and Invoice-backed Notes

In addition, Equity Lines and Swaps are available in conjunction with a debt piece

*Transactions are always senior secured and collateral based

Amortizing Notes


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12 month term

Monthly equal amortisation payments plus interest

First charge over assets and in particular over liquid collateral:

Cash flows

Receivables (subject to counter-party credit worthiness and concentration risk)

Contracted revenues (subject to counter-party credit worthiness)

Possibly in conjunction with an equity line (issuer must still have some proven cash flow to service the note in the absence of equity draw downs)

Coupon 8% - 12% depending on credit profile

Redemption Premium

Investment Banking Fee payable in shares in certain instances

Legal and due diligence costs paid by issuer

On going reporting obligations

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Revolving Facility


Overview Renewable term of 6 months (Renewed with mutual consent) Lend up to 80% of value of liquid collateral First charge over collateral and “lock box” bank arrangement

Lock Box Lock Box swept weekly or bi-weekly Similar costs to Amortizing Loan Note but additional for operation of Lock Box

Reserve Reserve account deduction of 20% of cash flow up to 20% of the facility Reserve account used for repayment


• For Customer payments • Customized Periods for Reconciliations• TCA signatories• Confidential to customers

Customer cash receipts

20% Reserve Account deduction

Interest and fees

Balance of 80% remitted to company’s operational account

Lock Box Bank Account

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Investment Process


Pre-Screening and initial due diligence of the company Review 12 month historic numbers and 12 month forecast Analysis of the companies Account Receivables and Account payables In depth analysis of company’s use of proceeds Conference call with the management team


Week One

Term Sheet issued Term sheet is discussed and an agreement is formed Legal and due diligence costs are paid Unanimous investment committee approval must be made

Legal documents prepared Legal documents are agreed upon by both the parties Detailed Due diligence Closing the deal; funds are remitted to the company

Week Two

Post Closing Repayment of principal and interest Monthly reporting Repayment at end of term or rollover

Term

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Case Studies


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Case One U.S Energy Provider

Company Overview: The Company is publically listed on the Canadian TSX Venture Exchange and a US based Company that focuses on the acquisition, development and exploration of oil and natural gas. The Company has operated for nearly ten years and has a great relationship with a large oil and gas company. The Company is focused on the execution and expansion of its drilling program in its existing holdings.

$3MM Senior secured short term lending facility

To assist with the drilling of proved reserves and working capital needs, the Company sought out TCA for a financing solution. TCA’s solution was to support the Company’s expansion with a short duration senior secured debenture secured by all assets and receivables of the Company.

Case TwoUS Medical and Medical Supplies

CompanyCompany Overview: The Company is publicly listed and a US based Company that provides laboratory services specializing in providing blood and urine drug toxicology to physicians, clinics and rehabilitation facilities in the United States. The Company intends to grow from the acquisition and formation of businesses that can grow be expanded to provide an extensive range of services to Medical Providers for the improved care of a patient.

$4MM Revolving line of credit facility:

To assist with the active expansion and working capital needs, the Company contacted TCA for a financing solution. TCA’s offered a financial solution to the Company with a senior secured revolving line of credit secured by all assets and eligible medical receivables of the Company.

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Case Studies


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Case Three U.S Multimedia Networking

CompanyCompany Overview: The Company is a US based private full service multimedia marketing and professional networking company that assists individuals and small companies to promote their professional identity. The company utilizes a membership platform, radio and video interviews, web site development, press releases, an online edition of a Who’s Who, and other multimedia methods to promote the businesses and professional identities of its members and customers. The Company’s mission is to assist the world’s professional and notable people to make them more productive and successful in a cost effective way.

$2MM Asset Based Line of Credit:

To support the marketing strategies and working capital needs of the company, TCA was sought out for a financing solution. TCA devised a solution that would best support the Company through an asset based line of credit secured by the credit card receivables of the Company.

Case FourUS Medical and Medical Supplies

CompanyCompany Overview: The Company is publicly listed and a US based Company that provides laboratory services specializing in providing blood and urine drug toxicology to physicians, clinics and rehabilitation facilities in the United States. The Company intends to grow from the acquisition and formation of businesses that can grow be expanded to provide an extensive range of services to Medical Providers for the improved care of a patient.

$4MM Revolving line of credit facility:

To assist with the active expansion and working capital needs, the Company contacted TCA for a financing solution. TCA’s offered a financial solution to the Company with a senior secured revolving line of credit secured by all assets and eligible medical receivables of the Company.

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Case Studies


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Case FiveUS Aviation Services Company

Company Overview: The Company is a private full service mid-sized air charter based in the US. The Company operates as a provider of private aviation services through two primary flight services: (1) on demand/pay as you go; and (2) bulk purchasing/advanced block hour purchasing with funds on account. These services are provided on the Company’s managed aircraft fleet by professionally piloted aircraft for business and personal use. The Company intends to grow its business segments and bring in-house those services that the Company believes to be synergistic to the air charter business.

$5MM Secured Line of Credit Facility:To assist with the business growth plan and working capital needs, the Company contacted TCA for a financing solution. TCA’s resolution was to support the Company with a senior secured line of credit facility secured by all assets and credit card receivables of the Company.

Case SixUS Food Products Company

Company Overview: The Company is a public US based Company that provides sustainably, grown, ethically farmed and artisan roasted gourmet coffee through multiple US and international distribution channels. The Company is looking to expand its US sales territories and to develop a significant global recognition through co-branding relationships.

$2MM Secured revolving credit facility:

To assist with the expansion and working capital needs, the Company contacted TCA for a financing solution. TCA offered a solution to the Company with a senior secured line of credit with a convertible debenture secured by all assets and receivables of the Company.

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Case Studies


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Case SevenUS Gourmet Bakery & Café Products Company

Company Overview: The US based and publicly listed Company engages in the development, production, and marketing of desserts to retail, corporate, and wholesale markets in the United States. The Company provides various pies, including apple, peach, cherry, blackberry, blueberry, pecan, buttermilk, chocolate pecan, lemon velvet, coconut supreme, heavenly chocolate, and key lime margarita, as well as offers seasonal pies, such as pumpkin pie. The Company markets its products directly to consumers through its Web site, phone orders, in-store sales, and festivals/events, as well as through foodservice distributors and a foodservice broker. As of June 27, 2012, the Company owned and operated seven cafes in Texas. The Company’s focus is on opening additional Company-owned Cafes.

$1MM Secured convertible debenture: To assist with the storefront expansion and working capital needs, the Company contacted TCA for a financing solution. TCA’s resolution was to support the Company with a senior secured convertible debenture secured by all assets and receivables of the Company.

Some alternatives to TCA funding


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Equity… still very scarce, and invariably owners believe it is too dilutive, expensive and permanent.

Bank Debt… scarce, avoided by prudential and balance sheet constraints. Alternative/Mezzanine, tends to be scarce, onerous, and carry equity (dilutive) trails.

So, typically TCA appeals as:

It favours growing, higher margin businesses. It is capable of being re-paid/re-financed once growth has delivered returns It can be flexible/adaptive It is a short and reasonably predictable process and outcome TCA tends to understand these SMEs – we currently have over circa 60% repeat

business If the business foregoes the opportunity, there tends to be an “opportunity cost/gross

profit” foregone.

Alpha Driven-Absolute Return Fund

No lockup, monthly liquidity

Non-correlated to all other asset classes

Low volatility return profile

Targeted net returns of 12-14% per annum

Quarterly Income distribution available

No leverage, no shorting, minimal currency risk

3 Years of Unqualified Audited financial statements

Regulated and registered by CIMA, SEC* ; AIMA best practices membership

Independent board of Directors

Quarterly reviews by Independent forensic accounting firm

Hedged share classes for global investors (GBP, USD, EUR)

Expert Management Team


Snapshot TCA

*Pre-approved to be finalized in June 2014 Confidential. Do not copy or

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Founder: Bob Press Bob Press’s career spans over two decades in finance. He began his career in the Capital Markets Group of Chemical Bank and rose to become the head of global derivative products trading. He has been a principal in asset management, brokerage and investment banking companies and has served on industry panels and as an officer and director of public and private companies. His diverse background includes years of experience in structured finance, asset backed lending, securitizations and mergers and acquisitions both within the US and Europe. Prior to the formation of TCA Fund Management Group, Bob was co-founder and portfolio manager of Montgomery Equity Partners L.P., a sponsored fund. Bob has a BA in Economics with extensive coursework in computer science from Brandeis University, Massachusetts. Prior to the formation of TCA Fund Management Group, Bob was the co-founder of a sponsored fund and then an independent fund.

Director: Bruce Wookey

Mr. Wookey has over 25 years experience in corporate finance with a focus on strategic advisory, mergers, and acquisitions, equity portfolios structuring and all facets of capital raisings. Mr. Bruce Wookey began his career as a Chartered Accountant with PWC, and has continued to be involved professionally at the top level, as a founding member of the Urgent Issues Group, and continuing as a Fellow of the Institute of Chartered Accountants in Australia. Bruce was a member of The Australian Stock Exchange, is a Fellow of the Australian Institute of Company Directors and The Financial Services Institute of Australia (FINSIA).

He has also been involved in global Corporate Finance, Advisory and Syndications and as Head of Corporate Finance of The Hong Kong and Shanghai Bank in Australia. In addition to serving as a director TCA Global Master Credit fund and its feeder funds, he also serves as the current managing director and major shareholder of Cartesian Capital Group which he founded in 2001. Bruce has a Degree in Business Studies (Accounting) (FIT), a post graduate diploma in Banking & Finance (FINSIA), and an MBA from The University of Melbourne.



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Managing Director & Portfolio Manager: Donna Silverman

Prior to joining TCA, Donna Silverman’s investment banking career began by founding her own firm and then merging her efforts into another successful boutique investment banking firm as a partner. She is a specialist in raising capital and working with small to mid-size private and public companies with a global perspective. She currently provides valuable entrée and understanding of markets both within and outside the United States and that global perspective is in keeping with the ever increasing multi-country needs of corporate issuers. She has been a director of both private and public companies in the United States. Ms. Silverman also focuses on the continuing development of resources for TCA fund, specializing in the introduction of the Fund to US Broker Dealers and liaising with both management and registered representatives. Ms. Silverman holds a BS in Psychology from Rowan University.

Platforms & SIPP Providers


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Currently listed on: Platforms Work-in Progress: Platforms

Europe Europe Canada Life AEGON Innocap Euroclear Group Corporation for AIP JP Morgan Asset Management Financial Express Cofunds Novia Legal&General International Ireland Capital Platform Nucleus Financial Group Moventum AVIVA Open Protocol Platform One (Offshore) Ascentric Raymond James Investment Services Private Insurer Amber Financial Investments True Potential Transact Albourne Partners Zurich Assurance Ltd US US National Asset Management Schwab TD Ameritrade The Depository Trust and Clearing Prudential International International Cambridge Associates Fidelity AIP/DTCC Friends Provident Generali Mercer Investment Consulting, Inc. Databases Databases Europe Europe BarclayHedge B Finance InfoVest 21 SIPP Providers SIPP Providers Europe Europe AJ Bell Sipp Avalon Investment Services Ltd Pershing Hangreaves Lansdown Pointon York London&Colonial Prosper SIPP Sippcentre

Royal London 360 Wealthtime Limited

Royal Skandia

Xafinity Custodians Custodians Europe Europe Advanta IRA Trust Theodore Gillissen Equity Institutional Guernroy (Part of RBC Wealth Manager) Millennium Trust Company National Advisors

Self Directed IRA Services

Contacts


UK Office USA Office Custodian

71 Wimpole StreetLondon W1G 8AYT + 44 (0) 207 612 7325F + 44 (0) 207 681 1353

19950 West Country Club Drive, 1st FloorAventura, FL 33180T +1 845 359 3431F +1 786 323 1651

Deutsche Bank (Cayman) Limited Boundary Hall, Cricket Square 171 Elgin Ave PO Box 1984 Grand Cayman, KY1-1104

Cayman Counsel US Counsel Administrator / Valuation Agent

PO Box 309, Ugland HouseSouth Church StreetGeorge Town, Grand CaymanKY1-1104Cayman IslandsT+1 345 814 5415

Sadis &Goldberg LLPRon Geffner551 Fifth Avenue, 21st FloorNY 10176T +1 212 573 6660F +1 212 573 8166

Caledonian Fund Services (Cayman) Ltd. P.O. Box 104369 Dr. Roy’s Drive George TownGrand Cayman KY1-1102 T +1 345 914 4857F +1 345 814 4865

Auditor UK Counsel Independent Directors

BDO Cayman LtdGlen Trenouth23 Lime Tree Bay Avenue Grand Cayman KY1 1205T +1 (345) 943 8800F +1 (345) 943 8801

Reed SmithDouglas Rofe20 Primrose StLondon EC2A 2RST +44 (0) 203 116 3000

Bruce Wookey Matt [email protected] [email protected] +61 (0) 41 2288 063 T +1 561 202 8525


General

This document is being furnished by TCA Fund Management Group (“TCA”) the investment manager of TCA Global Credit Master Fund LP (the "Fund") solely for use in connection with consideration of an investment in the Fund by prospective investors. The information contained herein regarding TCA is confidential and proprietary and intended only for use by the recipient. This document may not be reproduced or copied without the prior written consent of TCA. This document is subject to revision at any time and the Manager is not obligated to inform you of any changes made. The information contained herein is not complete, and does not contain certain material information about alternative investments, including important disclosures and risk factors associated with an investment these types of vehicles, and is subject to change without notice. This document is not intended to be, nor should it be construed or used as an offer to sell, or a solicitation of any offer to buy shares or limited partnership interests any funds managed by TCA If any offer is made, it shall be pursuant to a definitive Private Placement Memorandum prepared by or on behalf of a specific fund which contains detailed information concerning the investment terms and the risks, fees and expenses associated with an investment in that fund. Neither the Securities and Exchange Commission (“SEC”) nor any state securities administrator has approved or disapproved, passed on, or endorsed, the merits of these securities. The Manager does not accept any responsibility or liability whatsoever caused by any action taken in reliance upon information herein. TCA is regulated by such regulatory agencies as the SEC and the Financial Conduct Authority (“FCA”) and abides by all standards and legal requirements required for an investment adviser in all jurisdictions. TCA’s interests will be offered and sold only to "Accredited Investors" as such terms are defined under federal securities laws. Prospective investors should inform themselves and take appropriate advice as to any applicable legal requirements and any applicable taxation and exchange control regulations in the countries of their citizenship, residence or domicile which might be relevant to the subscription, purchase, holding, exchange, redemption or disposal of any investments. No statement herein supersedes any statement to the contrary in the Fund's confidential offering memorandum. With respect to the present document and/or its accessories, the Manager makes no warranty or representation, whether express or implied, and assumes no legal liability for the accuracy, completeness or usefulness of any information disclosed. In addition to exposure to adverse market conditions, investments may also be exposed to changes in regulations, change in providers of capital and other service providers.

Disclaimer


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Performance

The performance information herein has been prepared by or on behalf of TCA and has not been independently audited or verified except for certain year-end data. Investment returns may vary from the stated objectives so that investors may have a gain or a loss when they redeem their investment. As with any investment vehicle, past performance cannot assure any level of future results. Returns (which may include the reinvestment of dividends, capital gains and other earnings) are shown net of all fees and expenses. The results reflected in any performance information are not necessarily indicative of future results. Investments in a Fund entail numerous risks including the loss of capital. Current year returns may be subject to adjustment during the year-end audit. This information may include "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Reform Act"). TCA claims the protection of the safe-harbor for forward-looking statements contained in the Reform Act. These forward-looking statements are often characterized by the terms "may," "believes," "projects," "expects," or "anticipates," and do not reflect historical facts. Specific forward-looking statements could be in reference/ implication, but not limited to/of: impact of the company's expansion plan, and new business development success, future financial results, development and acquisition of new product lines, the impact of competitive products or pricing from technological changes, the effect of economic conditions and other uncertainties. The information contained herein does not constitute an offer to sell or the solicitation of an offer to purchase any security or investment product. Any such offer may only be made by means of delivery of an approved confidential offering memorandum and only in those jurisdictions where permitted by law. There is no guarantee that the investment objectives of the Fund will be achieved. The performance representations contained herein are not representations that such performance will continue in the future. There may be sharp differences between prior performance results; such performance should not be construed as an indicator of future performance. Performance information and/or results, unless otherwise indicated, are un-audited and their appearance reflects the estimated returns net of all expenses, including the management and performance fees similar to those of the Fund. The information contained herein does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. Before making an investment, prospective investors are advised to carefully review the offering memorandum with their advisers to determine whether investing in the Fund is suitable. An investment in the Fund is speculative and involves a high degree of risk. Opportunities for withdrawal and transferability of interests can be restrictive. As a result, investors may not have access to capital except according to the terms of withdrawal specified within the confidential offering memorandum and other related documents.

Disclaimer


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Alternative Investment Risks

Investments in alternative investments entail substantial risk and are not intended as a complete investment program. The profitability and return of alternative investments are dependent upon numerous factors, including the active management of TCA’s portfolio, as well as general macroeconomic variables such as interest rates and the foreign exchange markets. There is no secondary market for interests in many alternative investments and none is expected to develop. Alternative investments are designed only for sophisticated investors who are able to bear the economic risk of losing all of their investment. Alternative investments: (1) often engage in leveraging and other speculative investment practices that may increase the risk of investment loss; (2) can be highly illiquid; (3) are not required to provide periodic pricing or valuation information to investors; (4) may involve complex tax structures and delays in distributing important tax information; (5) are not subject to the same regulatory requirements as mutual funds; and (6) often charge high fees. Current Information

Opinions expressed are current opinions as of the date appearing in this material only. While the data contained herein has been prepared from information that TCA believes to be reliable, TCA does not warrant the accuracy or completeness of such information.

Use of Indexes

Market index information shown herein is included to show relative market performance for the periods indicated and not as standards of comparison, since these are unmanaged, broadly based indices which differ in numerous respects from the portfolio composition of the Fund. Market index information was compiled from sources that TCA believes to be reliable. No representation or guarantee is made hereby with respect to the accuracy or completeness of such data.

Index Definitions

The S&P 500 Stock Index is an unmanaged market capitalization index of 500 US equities generally considered to be representative of US stock market activity. The Merrill Lynch High Yield Master II is an unmanaged benchmark index generally considered as a measure of the broad high yield market.

Disclaimer


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