Terms of Website Use
2. Information on this Website
This Website is owned by TCA Opportunities I-A, LP (“TCA”). TCA is an entity registered in the USA with its registered office at 19950 W. Country Club Dr., Suite 101, Aventura, Florida 33180, USA.
3. Permitted Users
This Website is directed only at persons who are professional clients and eligible counterparties for the purposes of the rules of the FSA. The products and services described on this Website (including investments in TCA Opportunities I-A, LP (the “Fund”) are only available to such persons and no other person may act or rely on the information contained in this Website.
a- Disclosures for US Investors
Availability: as required by the U.S. SECURITIES AND EXCHANGE COMMISSION, this password-protected site may only be accessed by existing clients of TCA and prospective clients of TCA who, among other requirements, are qualified as accredited investors or who generally are sophisticated in Financial Matters such that they are capable of evaluating the merits and risks of prospective investments.
An “Accredited Investor” in reference to a Permitted U.S. Person means:
- An employee benefit plan within the meaning of Title 1 of ERISA:
- Whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, insurance company or registered investment adviser;
- Having total assets in excess of U.S. $5 million; or
- If self directed, the investment decisions are made solely by natural persons, each of whom either:
- Currently has a net worth in excess of U.S. $1 million, excluding the value of such Permitted U.S. Person’s primary residence, and/or
- Has individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; OR
- A trust, which is a tax-exempt entity with assets in excess of U.S. $5 million, not formed for the specific purpose of acquiring Shares, whose investment decisions are made by a person or persons who have such knowledge and experience in financial and business matters that such person or persons is or are capable of evaluating the merits and risks of the prospective investment; OR
- A tax-exempt entity in which all of the equity owners are natural persons each of whom either (i) currently has a net worth in excess of U.S. $1 million, and/or (ii) had individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; OR
- A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of U.S. $5 million; OR
- A tax exempt organization under Section 501(c)(3) of the Code having total assets in excess of U.S. $5 million, which was not formed for the specific purpose of acquiring Shares.
Offerings: The information on this site is not an offer to sell or solicitation of an offer to buy an interest in any investment fund or for the provision of any investment management or consulting services. Any such offer or solicitation will be made only by means of a confidential private offering memorandum relating to a particular fund and only in those jurisdictions where permitted by Law.
TCA offers investment opportunities through both a Taxable Investor Feeder Fund and Offshore Feeder Fund (“Offshore”). Offshore offerings are made in accordance with Regulation S under the Securities Act of 1933 and TCA may concurrently make offerings to U.S. persons (generally tax-exempt persons) in accordance with Regulation D under the Securities Act of 1933. To ensure that an offshore offering is not targeted at the general U.S. audience and to ensure that an offshore offering is not used as a general solicitation or advertisement for the U.S. offering in violation of Regulation D, you are required to provide TCA with certain information regarding your residency and investor accreditation. Upon providing TCA with this information, you will be issued a password which will enable to you view applicable sections within the Site. Further, in accessing this Site by clicking on the acceptance box below, you will be representing and warranting to TCA that you are not breaching and that you are not causing TCA to breach any of those restrictions by your accessing this Site. TCA will rely on your representations and warranties.
b- Disclosures to UK Investors
Availability: The funds referred to on this website are not registered with or authorized by the Financial Services Authority and as such they are all authorized collective investment schemes (“Unrecognised Schemes”). Section 238 of the Financial Services and Markets Act 2000 and the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (SI 2001/1060) prohibits the promotion of authorized collective investment schemes to persons in the United Kingdom (“UK Investors”) except to the following types of persons (“Eligible Investors”):
- Persons authorized to conduct investment business in the UK and investment firms from other Member States of the European Union authorized to establish a branch or provide services in the UK; b. A government, local authority or public authority;
- Any body corporate which has a called up share capital or net assets of: (i) not less than £500,000, where the body corporate has more than 20 members or is a subsidiary of such a parent; (ii) not less than £5 million, in the case of any other body corporate;
- Any unincorporated association or partnership which has net assets of not less than £5 million;
- The trustee of a high value trust (a trust whose aggregate value of cash and investments forming part of the Trust’s assets before deducting liabilities is £10 million or more, or has been £10 million or more at any time during the last twelve months);
- Any person whilst acting in the capacity of director, officer or employee of the entities described in (a) to (e) above;
- Certified Sophisticated Investors;
- Associations of people in (a) to (g) above;
- Authorised persons acting as uthori or grantor of a trust, a trustee or a personal representative, or a trustee of the trust, a fellow trustee or a fellow personal representative acting in such capacity when viewing this website;
- Authorised persons acting as uthori of a trust, trustee or personal representative to a beneficiary under the trust, will or intestacy, or an authorized person who is a beneficiary under a trust, will or intestacy communicating with another beneficiary under the same trust, will or intestacy acting in relation to the management or distribution of that trust, fund or estate when viewing this website;
- Investment journalists (i.e. persons who receive a communication in the course of a business which involves the dissemination through a publication of information concerning investments); or
- Existing customers of any of the funds.
This Site is not intended for UK Investors other than those persons specified above, who are Eligible Visitors. Access to this website is limited only to Eligible Visitors. A UK Investor seeking to purchase funds from affiliates of TCA will have to demonstrate that they fall into one of the above categories (other than investments journalists).
In accessing this Site by clicking on the acceptance box below, you will be representing and warranting to TCA that you are not breaching and that you are not causing TCA to breach any of those restrictions by your accessing this website. TCA will rely on your representations and warranties. Further, to ensure that only Eligible Investors have access to this Site, UK Investors are required to provide TCA with certain information regarding your residency and investor accreditation. Upon providing TCA with this information, you will be issued a password which will enable to you view applicable sections within the Site.
c. Disclosures for other investors
Availability: The information provided on this Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject TCA to any registration requirement within such jurisdiction or country. To use this Site, you must be a resident of or located in a jurisdiction where the distribution, publication or provision of the information and content of this site may be lawfully provided or offered. In accessing this Site by clicking on the acceptance box below, you will be representing and warranting to TCA that you are not breaching and that you are not causing TCA to breach any of those restrictions by your accessing this website. TCA will rely on your representations and warranties. To ensure that only qualified investors have access to this Site you are required to provide TCA with certain information regarding your residency and investor accreditation. Upon providing TCA with this information, you will be issued a password which will enable to you view applicable sections within the Site.
4. Website Content
The information on this Website concerning TCA’s services and the Fund is provided for information purposes only, and is not comprehensive. TCA’s services and the opportunity to invest in the Fund will not be available to persons to the extent that the provision of such services would be prohibited by applicable law or regulatory requirements.
The information on this Website has been prepared by TCA. The information and opinions contained in this Website have been compiled, or arrived at, in good faith and on the basis of publicly available information, internally developed data and sources believed to be reliable as at the date of publication. While TCA believes that the information contained on this Website is not untrue at the time of publication, none of TCA and its affiliated companies, or their respective directors and employees make any warranty or representation that it is accurate or complete nor do they undertake to update this Website. No liability is accepted by TCA, the Fund and their affiliated companies or any of their respective directors or employees for the reliability, accuracy or completeness of such information. To the fullest extent permitted by law, in no event will TCA, the Fund and their affiliated companies or any of their respective directors or employees be liable to any person for any direct, indirect, special or consequential losses or damages of any kind arising out of any use of this Website or any other hyper-linked Website or in reliance on the information and opinions contained in it from time to time, including without limitation, any loss of profit, business interruption, loss of programs or data on your equipment or otherwise. This does not exclude or restrict any duty or liability that TCA has to its customers under any applicable regulatory system in the United Kingdom.
To the extent permitted by law we hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity and for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise. None of this section ‘Website Content’ shall affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Any information you receive from the Site does not necessarily reflect the most up to date or current information available on the fund, product or service provided by TCA.
5. No Advice
Nothing contained in this Website constitutes investment, legal, tax or other advice, nor is it to be relied upon when making investment or other decisions.
6. Risk Factors
Past performance may not be repeated and should not be seen as a guide to future performance. The value of investments and the income from them may go down as well as up. Because of this, you are not certain to make a profit on your investments and you may lose money. Investors in the Fund should note that their capital is at risk and they may lose some or all of the money that they have invested.
Exchange rates may cause the value of overseas investments and the income arising from them to rise or fall.
The levels and bases of and reliefs from taxation may change. Any tax reliefs referred to are those currently available and their value depends on the circumstances of the individual investor. Investors should consult their own tax adviser in order to understand any applicable tax consequences.
7. Access to this Website
Information on this Website may only be accessed by persons permitted by applicable law or regulatory requirements to receive such information.
Access to this Website is not available to persons who are resident in, or nationals of, any territory outside the United Kingdom (“overseas persons”) to the extent that permitting such access would require any registration, filing or other steps to be taken by TCA, the Fund or any of their affiliated companies in order to comply with local laws or other regulatory requirements. It is the responsibility of overseas persons to ensure there will be no breach of any such laws or regulatory requirements by reason of their choosing to access and/or download information from this Website.
Access to our Website is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our Website without notice (see below). We will not be liable if for any reason our Website is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our Website, or our entire Website, to users who have registered with us.
You are responsible for making all arrangements necessary for you to have access to our Website. You are also responsible for ensuring that all persons who access our Website through your internet connection are aware of these terms, and that they comply with them.
Unauthorized Access: This Site is not absolutely protected against unauthorized third parties. You acknowledge that any information provided through the Internet may be potentially accessed by unauthorized third parties. Although TCA will make reasonable efforts to protect the privacy of users of this Site, no guarantee can be made that unauthorized third parties will not access the information contained on the Site. You acknowledge that TCA is not responsible for notifying you that unauthorized third parties have gained such access or that any data has been otherwise compromised during transmission across computer networks or telecommunications facilities, including, but not limited to, the Internet.
Passwords and Security: You are responsible for the confidentiality and use of your password. Your password is an important means of protection for you. You agree to contact us immediately if you believe that an unauthorized person has obtained access to your password.
8. Intellectual Property
We are the owner or the licensee of all intellectual property rights in our Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
Except for permission to download a single copy for personal use, any publications available on this Website may not be reproduced, distributed or published in whole or in part by any recipient for any purpose, without the prior express consent of TCA.
Copyright: The information on this Site is the copyright of TCA and no information may be reproduced in any form, other than for the purpose of making copies for their own use by permitted users of this Site, without the prior written permission of TCA. All rights are reserved. The Site and any and all accompanying screens, information, materials, user documentation user interfaces, images, arrangements of information, related software and other proprietary property of TCA or its licensors accessible via the Site is and shall remain the exclusive property of TCA and its licensors, as the case may be.
9. Information about you and your Visits to our Website
Please note your email address may be used by TCA for periodic email communications about TCA.
10. Prohibited Uses
You may use our Website only for lawful purposes.You may not use our Website:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our Website will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Website or to your downloading of any material posted on it, or on any website linked to it.
11. Linking to our Website
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
We reserve the right to request you to remove the link at any time and users hereby undertake to comply with such a request.
You must not establish a link from any website that is not owned by you.
Our Website must not be framed on any other website, nor may you create a link to any part of our Website other than the home page. We reserve the right to withdraw linking permission without notice.
If you wish to make any use of material on our Website other than that set out above, please address your request to: .
12. Linking from our Website
Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
13. Jurisdiction and Applicable Law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our Website although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
15. Further Information
If you have any concerns about material which appears on our Website or need assistance, please contact: .
Thank you for visiting our Website.
This agreement is in effect as of January 31, 2016.