TFA Transcontinental Fund Administration, Ltd. Precision Vision Expertise GLOBAL FUND ADMINISTRATION
Introduction Transcontinental Fund Administration, Ltd. (TFA) is an independent firm specialized in providing real estate, private equity, and hedge fund administration services. TFA administers both US-based and offshore funds (principally Cayman and BVI) and has expertise with many different fund structures including Master Funds, SPCs and SPVs as well as complex trading strategies. The current client mix is approximately 60% US-based and 40% offshore funds. Our emphasis is on providing comprehensive, client responsive, and timely support from the formation or transfer of the fund through its continued growth with the satisfaction of all stakeholders kept in mind at all times. TFA s services for real estate and private equity funds include management of calls and distributions, daily cash management (wires), waterfall calculations, statements of changes preparation, REIS accounting and financial reporting and GP accounting if required. Hedge Fund services include maintenance of shareholder/investor registers, daily and monthly mark-to-market and reconciliation of trades, valuations, net asset value (NAV) calculations and financial reporting (US GAAP and IFRS). Shareholder/investor communication services, transfer agency, AML & KYC reviews, liaison with auditors and tax preparers, and incorporation of fund specific requirements are part of the standard package for all our funds. Streamlined processes, timetested proprietary software, a state-of-the art web-reporting platform and personalized service are standards of quality a fund can expect from TFA. TFA s team-based fund administration approach allows quick responses to fund requests and provides the flexibility to adapt to a fund s changing requirements as it grows. A highly-qualified team including compliance, client relations, operations (NAV & Accounting) and IT is involved in the setup and ongoing maintenance of the fund. TFA has been a fully-licensed and registered administrator regulated by Cayman Islands Monetary Authority (CIMA) since 2001. TFA maintains offices in Chicago, Illinois and in the Cayman Islands and its in-house software development teams are based out of Mumbai and Hyderabad, India. TFA s mission is to provide: Precision in efficiently and accurately carrying out client requests Vision in finding innovative, cost-effective and customized service solutions Expertise in all aspects of fund administration
List of Services Set-Up/Transition Services Review of offering memorandum, subscription agreement, and statutory documents Liaison with legal counsel for compliance within onshore and/or offshore jurisdictions Review of all financial statements and information relating to the latest NAV of the Fund (applicable to transfers) Taking inventory of AML transaction documentation (applicable to transfers) Preparation of administration agreement Set up of appropriate bank accounts Corporate Services & General Administration Provision of principal and registered office Maintenance of statutory records such as the minutes book Filing of the Annual Return with the Registrar of Companies and the Annual Mutual Fund License fee with the Cayman Islands Monetary Authority (CIMA) Registrar, Transfer Agency, and Other Administration Services Maintenance and update of shareholder /investor register details Control of subscription process: informing fund manager of new subscriptions, follow up on incomplete subscription forms and due diligence materials, subscription confirmations, monitoring of subscription cash flows and managing of investor inquiries Execution of AML procedures for parties of the fund, incoming subscriptions and outgoing redemptions if necessary Cash management (wiring expenses, distributions, and fees) with dual control procedure. Signature control on outgoing wires checked against ruling fund documentation and documented for audit purposes Processing of redemptions and distributions Reporting to investors via proprietary online platform Flexible, multi-layer reporting possibilities for investors and manager Facilitation of regulatory filings for fund and investments if necessary FATCA Compliance 2
List of Services (continued) NAV Calculations, Financial Accounting, Back Office, Audit, & Tax Support Record maintenance for portfolio documentation (e.g. Purchase Agreements, private options, and similar documents) Reconciliation of capital call and distribution process towards incoming and outgoing cash Catch up calculations for multiple closings Calculation of calls and distributions for investors based on fund cash flows, sharing ratios, and preferred return requirements Facilitation of manager requests for special fund needs Processing of brokerage and manager data Provision of reconciliation to trade data Daily and monthly independent pricing of portfolio holdings Calculation of carve-outs, hurdle rates, waterfalls, and other complex allocations of profits Calculation of monthly NAVs, quarterly statements of changes, management and performance fees, and General Partner and Limited Partner allocations Maintenance of partner, equalization and/or series accounting Multi-currency accounting Preparation of monthly financial statements Liaison with auditor/tax preparer Financial statement footnotes Marketing Support Creation and distribution of statistical and risk reports Calculation and payouts of fees for marketers Offshore Services Corporate secretarial services Facilitation of director services Provision of registered office 3
What distinguishes TFA? Highly-skilled team with the accounting, quantitative and technological expertise necessary in administering varied fund strategies and structures we can customize a solution regardless of the complexity of your fund. Our staff is highly qualified all of them have professional degrees or extensive experience that makes them experts in their respective areas. Experience in dealing with complex instruments and OTC trades; active assistance in formulating models and valuation principles for open real estate and private equity funds, hedge funds and hybrid structures. TFA s systems support many financial instruments including Equities, Options (Equity and Commodity), Futures (Index, Commodity, Energy, Currency), Real Estate Investments, Private and Venture Capital Investments, Corporate and Government Bonds, Sovereign, Distressed and Emerging Market Debt, Convertible Bonds, Distressed Bonds, Mortgage-Backed Securities, Repos, Reverse Repos, Direct Investments, Private Placements, Warrants, Loans, and various derivative instruments including CDS, CDX and Swaps. Rapid turnaround in response to client requests. We pride ourselves in providing responsive and personalized customer service. We are there to support our clients in their endeavors and we never forget that. Pro-active Cash Management Process. Purpose of outgoing wire is verified against ruling fund documentation, staff documents the section that permits the wire and sends such in an email to manager after wire is set up, manager releases the wire, and wire documentation is kept in audit file for pertinent year. Proprietary Software: Investor Reporting Portal: Flexible enough to be customized; easy enough to use to appeal to senior and junior investors Internal Software: TFA s web-based proprietary Streamlined Integrated Modular System (SIMS) automates TFA s business and administrative functions enabling efficient management of the flow of external and internal information and is developed internally in response to changing requirements both regulatory as well as due to client needs. Our systems handle complex instruments, multiple currencies and maintain multiple brokerage trade information. Expanded reporting features that go beyond traditional administration such as risk metric calculations and marketing reports Cutting Edge Compliance Department: In-house counsel familiar with RIA reporting requirements, FATCA, and other arriving US and Cayman regulations Flexible service menu: Daily, weekly, and monthly reports, and customized analytical breakdowns on request 4
TFA s Expertise TFA supports funds in onshore and offshore jurisdictions. Jurisdictions of choice for the funds administered by TFA are primarily the US, Cayman or the British Virgin Islands (BVI). Since 2001, we have provided services to all types and structures of real estate, private equity and hedge funds. Fund Jurisdictions Fund Types 5
Financial Statement Preparation Procedures for preparing NAVs and periodic financials An important aspect of the services provided by TFA to its client funds is the calculation of Periodic Net Asset Values, the generation and distribution of shareholder and partner reports and the preparation of periodic and annual financial statements. The typical process involves the following steps fund data preparation, reconciliations, valuation, profit & loss calculations and allocations, journal entries and generation of financials. For private equity funds TFA also calculates the allocations for capital calls and distributions, waterfalls and generates relevant notices for investors. All entries, reports and calculations are reviewed and approved by senior staff before they are released to the fund manager and subsequently to investors. A detailed procedure manual is created for each fund, which is updated and maintained regularly. Procedures for annual financial statements, audit support, and liaison with auditors Draft Annual Financial Statements including any requisite schedules and notes are prepared under the supervision of a senior accountant. In addition, the COO and the CFO are consulted in case of specific issues that need to be addressed. TFA is experienced with both US GAAP and IFRS standards as well as specific standards for particular industries. Audit support is provided as specified by the fund administration agreement. Typically, a portal is set up on TFA s servers and access is provided by a secure login and password. The liaison to the auditor for the process is a senior accountant with assistance of the client service manager and operations analyst assigned to the fund and the process is supervised by the COO. TFA can coordinate the entire audit process if necessary, with minimal involvement of the Fund Manager, or supplement the work as needed. A typical process involves an initial phone call or physical meeting with the auditors where any issues are clarified and timelines determined. If a PBC list is available, TFA will work with the Fund Manager to determine support responsibilities for each item and then work toward providing these items within the agreed time frames. As part of audit support, all documents and schedules that are requested by the auditors are provided promptly and with care. Basic documents and schedules that are generally provided include: Balance Sheet, Profit and Loss Statements, General Ledgers and Trial Balances, Schedule of AR/AP, and share capital. Various supporting documentation, such as bank statements, support for all payments made from the fund and investor subscription and redemption documentation, is also provided. In addition, TFA often prepares audit confirmations to assist with the audit process. 6
Banking and Brokerage Primer broker, custodian and banking connectivity In all cases, TFA only uses information received from independent access to the online and/or ftp portals of the brokers, custodians and banks. Statements and data from brokers and custodians are downloaded automatically in many cases through proprietary routines created by TFA for connecting to the brokers/custodian portals or through received emails from the broker/custodian sent to the appropriate fund group email. TFA s system is configurable so as to upload data provided in exportable format from brokers and custodians automatically into the system. Banking connectivity is done through the banks online portal to which TFA client services obtains independent access. TFA has relationships with several major banks and in all cases uses a dual-signature token based approval system for wires. TFA s fund administration systems and integration: TFA uses proprietary software ( SIMS ). This customized software and database application originally released in 2007 and regularly developed since then in response to the changing needs of TFA's clients and regulations is a solution that automates TFA s fund administration functions (transfer agency, document management, CRM system, data uploads from brokers, portfolio tracking and pricing, and shareholder/partner reporting for offshore and onshore funds), business functions (task lists, problemreporting and solving), and provides an interface to QuickBooks Enterprise which is used for journal entries and general ledger maintenance. SIMS also integrates with TFA s state-of-the-art reporting portal for view by investors. 7
Business Continuity and System Audits Business Continuity & Disaster Recovery Plans As a licensed and regulated fund administrator under CIMA, TFA is required to maintain a Business Continuity and Disaster Recovery Plan. The plan is reviewed at least on a semi-annual basis and updated as necessary. The plan covers the critical areas of continuity for TFA s functions including Suitable alternate location for operations Resumption of high-speed internet connections, telephone and fax communications Email systems, IT systems and operational data including saved email Proprietary Software Fund data backups Access to data providers (independent pricing sources and brokerages) In general, all fund and other data is backed up continuously and stored by a variety of redundant means for complete and quick recoverability and access. All client-facing data on TFA s reporting portal such as shareholder/partner reports are hosted off-site at a major data-center and thus can be maintained and accessed from any location. System and Process Audits As a Cayman Islands licensed fund administrator, TFA is under supervision of CIMA, which conducts periodic site visits to ensure that TFA is maintaining and following adequate procedures in its operations. The most recent audit was in February 2013. TFA passed this audit visit without CIMA reporting any shortcomings. TFA s reporting portal is hosted by a major data-center which is certified by a type II SAS 70. 8
Team Structure TFA s fund administration process is team-based. When a fund hires TFA, a highly-qualified team (comprising of members from Client Relations, Compliance, Operations and IT) is involved in the set-up and ongoing maintenance of the fund. This approach allows us to respond to fund requests quickly and provides the flexibility to adapt to a fund s changing requirements as it grows. A unique group e-mail alias is setup for the fund any requests sent to this group e-mail are directed to the appropriate person who deals with that particular aspect of the fund. Client Relationship Management & Compliance Each fund is assigned to a client relationship manager who handles communication with the fund s investors, the transfer agency process, ongoing cash maintenance and wiring. The head of compliance oversees the transfer agency process and deals with regulatory or compliance issues arising in the process of administering the funds. Operations Group The operations group led by the COO is comprised of qualified accountants and operations analysts based in Chicago. Each fund is assigned to a specific operations analyst or accountant with an assigned back-up. The assigned individual works under the supervision of a senior accountant and is responsible for NAVs, financial statements, valuations, ledger entries, any other quantitative and statistical calculations necessary, shareholder/partner reports, audit support and tax preparation work. Information Technology Group To ensure operational efficiency and robust process integration for fund administration, TFA relies on state-of-the-art technologies for its internal operations as well as for information sharing with its clients and investors in the funds. TFA has thus developed a comprehensive, systematic and risk-sensitive approach to technology and information security. TFA works with a leading provider of technology outsourcing for all of the company s servers, desktops, network infrastructure, cloud and backup solutions. The company s proprietary software development and maintenance is managed through the Chicago office. 9
Organizational Structure 10
Management & Key Personnel Profiles Claudia Woerheide, M.A. Chief Executive Officer Ms. Woerheide is the pioneer of TFA since its founding in 2001, responsible for building its infrastructure, including financial operations and business processes. With over eighteen years of experience in alternative investments as a fund administrator, investment manager, fund consultant and a director of hedge funds, Ms. Woerheide has significant expertise in many aspects of the fund industry, including fund setups, and regulatory compliance issues and brings to the table her extensive knowledge base and industry contacts which she is ever willing to share with the clients of TFA. Ms. Woerheide s article How to Set Up an Offshore Fund, for the book Hedge Fund Investment Management, edited by Izzy Nelken was published by Elsevier Ltd. She has also written a weekly column on foreign currency for Das Wirtschaftsblatt, Austria's premier business journal. She has also been an invited speaker at various conferences. Ms. Woerheide has a Commodities Trading Advisor Series 3 license and holds masters degrees from the University of Vienna and the University of Illinois in Urbana-Champaign. She was a visiting scholar at the University of Chicago for a year and also attended classes at the Illinois Institute of Technology s Center for Law and Financial Markets. She also has an abiding interest in the arts and is on the board of directors of the non-profit organizations Chicago Bach Ensemble and the Friends of the Vienna Philharmonic and is a member of the Women s Group of the Chicago Symphony Orchestra. Ronald E. Tompkins, ACIB Cayman Director A former Managing Director of the Bank of Nova Scotia Trust Company (Cayman) Limited, Ron Tompkins was engaged by the Cayman Islands Monetary Authority (CIMA) to head the investments division with regulatory responsibility for all mutual funds established in the Cayman Islands. Subsequently, his career in private practice has included work with the International Monetary Fund as an expert on fiduciary services reviewing regulations in other offshore financial centers. Mr. Tompkins is an Associate of the Chartered Institute of Bankers (ACIB) and a registered Trust & Estate Practitioner (TEP). His extensive knowledge of the Cayman financial services industry and expertise in the areas of fiduciary services, compliance and regulation make him a great asset for TFA with regard to its Cayman Islands operations. 11
Alak Chakravorty, Ph.D. Chief Operations Officer Dr. Alak Chakravorty has been instrumental in the creation of fundamental aspects of TFA s system for hedge fund valuations, and since January 2003, has provided the quantitative link between fund issues and customization of TFA s proprietary fund administration software. Dr. Chakravorty has also been the risk manager for the Topaz Multi-Manager Fund from 2002-2005, and has extensive experience in analytic software for sophisticated portfolio tracking and risk-management. He earned a Ph.D. in physics from the Illinois Institute of Technology in Chicago, a master s degree in physics from the University of Chicago and a bachelor s degree in liberal arts from Williams College in Massachusetts. Charles Hamilton, Ph.D., CPA Chief Financial Officer Dr. Charles Hamilton ( Chuck ) has directed the overall accounting practices for the financial operations of the funds since 2005. His expertise in the areas of auditing/accounting management and organization is critical for the consistent flow control and development of TFA s current systems. Dr. Hamilton s previous work experiences include working as a CPA auditor at a Big Four firm and as a consultant. He has a strong presence in academia as an accounting professor at the Illinois Institute of Technology (IIT) and from his previous teaching position at Northern Illinois University (NIU). Dr. Hamilton has developed several graduate courses in accounting at IIT, as well as developed NIU s auditing section of its CPA review program. He has also served on several committees and as director-treasurer for a Board in Illinois. He earned his PhD, MAS, and BS in Accounting at the University of Illinois, Urbana, and is a registered CPA. Joseph Mascherin, Esq. Chief Compliance Officer and General Counsel Mr. Mascherin handles the regulatory compliance work for the funds administered by TFA. His legal counsel is critical in staying up to date on various international regulations affecting the private equity, real estate, and hedge fund industries. Mr. Mascherin has legal degrees from both the US and Spain. His international professional experience allows him to easily navigate compliance issues for offshore alternative investments. He is dedicated to creating tailored compliance solutions for each fund according to their formation documents and their jurisdiction. He earned his J.D. from Stetson University College of Law and his Spanish law degree from the University of Granada. 12
Contact Our Team Within U.S.: Transcontinental Fund Administration, Ltd. 33 N. LaSalle Street Suite 2210 Chicago, IL 60602 Tel: 312 578 0690 Fax: 312 578 0692 Within the Cayman Islands: Governors Square Office Suite 4-213-6 23 Lime Tree Bay Avenue West Bay, Grand Cayman Cayman Islands Tel +1 345 949 5013 Fax +1 345 946 4654