A roaring lion drawn in black ink, tearing forward through the sheet of paper it was drawn on.

Roarcry Investment Fund, LLC · Reg D, Rule 506(c)

Capital for work already underway

A private placement of non-voting units in an operating company that builds and leases productive assets to member cooperatives. Open to verified accredited investors. Governance stays with the cooperative — capital buys economics, not control.

Check eligibility Read the terms

Two different things

The church and the fund are separate legal entities with separate books. Read this before anything else on the page.

Roarcry · the church

A gift

Money given to the church is a donation. It is not repaid, earns nothing, carries no claim on anything, and may be tax-deductible.

Go to giving instead

Roarcry Fund · the issuer

An investment

Money put into the fund buys a security. It is at risk, it is not tax-deductible, it is not a donation, and you can lose all of it.

The fund is a separate Delaware LLC. The church is not the issuer, not a guarantor, and holds no obligation to repay investors.

No affinity assumption

Faith is not diligence

Shared belief is not a reason to invest and is never offered as one here. Regulators call the alternative affinity fraud, and they are right to.

Read the offering documents, ask hard questions, and bring your own advisers.

Who can invest

Rule 506(c) permits this offering to be advertised publicly, but every purchaser must be an accredited investor and the issuer must take reasonable steps to verify it.

Tick anything that applies to you IncomeIndividual income over $200,000 in each of the last two years, or $300,000 jointly with a spouse or spousal equivalent, with a reasonable expectation of the same this year. Net worthIndividual or joint net worth over $1,000,000, excluding the value of a primary residence. LicenceHolder in good standing of a Series 7, 65 or 82 licence. EntityAn entity with over $5,000,000 in assets, or an entity in which all equity owners are themselves accredited. InsiderA knowledgeable employee, director, executive officer or manager of the issuer.

Result

Nothing ticked yet

This is a self-check only. Under Rule 506(c) it proves nothing on its own.

Start verification

Why a self-check isn't enough

Verification is documentary

506(c) requires reasonable steps to verify — W-2s and returns, brokerage and bank statements with a credit report, or a written confirmation from your CPA, attorney, registered broker-dealer or investment adviser. Ticking a box is not one of the safe-harbour methods.

How it's done here

A third party sees the papers

Verification is handled by an outside provider so the fund never holds your tax returns or statements. Confirmations expire after 90 days and are refreshed at each closing.

Data room

Opens after verification

The PPM, operating agreement, subscription agreement, financial statements and asset schedule are released once verification clears. Nothing in the room may be forwarded.

Non-accredited

There is no side door

If you are not accredited, you cannot invest in this offering, and no one will offer to structure around it. Come Sunday anyway.

Indicative terms

The full term sheet — security, minimum, preferred return, split, term, distributions, liquidity, fees and reporting — is set out on its own page, along with the fine print. It lives in one place so it cannot drift out of step with the documents.

Read the terms

Use of proceeds

How each dollar is put to work. Because the fund is evergreen there are no fixed amounts — these are target proportions and the manager may reallocate.

Equipment: 40%
Working capital: 25%
Loan pool: 20%
Reserves: 12%
Offering costs: 3%

How you could lose everything

An abbreviated list. The PPM carries the full risk factors and they are longer, more specific and less comfortable than these.

Total loss

You should be able to lose the entire investment without it changing how you live. Only invest what you can write off.

No liquidity

There is no market for these units and there will not be one. The fund is evergreen, so there is no term to wait out and no built-in exit. Assume the money is gone until the manager decides otherwise.

No track record

The fund is newly formed and has no operating history. Any figure describing future performance is an estimate, not a promise.

No control

Class B units do not vote. You cannot remove the manager, direct an investment, or block a decision you dislike.

Concentration

The fund lends to and leases to a small number of related cooperatives in one region. One bad season affects everything at once.

Conflicts

Manager principals are members of the church and may sit on cooperative boards. Related-party terms are disclosed in the PPM; disclosure is not the same as absence.

Distributions may stop

The preferred return is not interest and is not owed. It accrues only if the manager declares it and cash exists to pay it.

Regulatory

Losing the 506(c) exemption — through a bad actor event, a verification failure, or a filing lapse — could give purchasers rescission rights and damage the fund.

What happens next

Four steps. Nobody is asked to wire anything before step three, and nobody is chased.

Verify

Third-party accreditation check. Takes a day or two once you upload documents to the provider.

1–3 days

Read

Data room opens: PPM, operating agreement, subscription agreement, financials, lease and loan schedules. Bring your own counsel.

Take your time

Sign the subscription agreement and investor questionnaire. The manager may reject any subscription for any reason.

Rolling

Close

Wire on acceptance. Units are issued at the next monthly closing, the cap table is updated, and reporting begins the following quarter.

Monthly closings

The fine print

Not an offer; unregistered securities; no government review; Regulation S for non-US offers; restricted transfer; forward-looking statements; verification; church separation; conflicts; confidentiality. All of it, in full, on the terms page.

The fine print in full