Terms
The term sheet below is a summary. It is qualified in its entirety by the private placement memorandum, the operating agreement and the subscription agreement. Where this page and those documents differ, those documents govern.
Indicative terms
Summary only, qualified in its entirety by the private placement memorandum and the operating agreement. Where this page and those documents differ, those documents govern.
| Issuer | Roarcry Investment Fund, LLC, a Delaware limited liability company |
|---|---|
| Exemption | Regulation D, Rule 506(c). Form D filed with the SEC; notice filings made in each state where units are sold |
| Security | Class B units — economic rights only, no voting rights, no board seat, no consent rights over operations |
| Offering size | No maximumEvergreen and continuously offered. No target, no cap, no final closing, no minimum offering amount. Funds are not escrowed and are usable on receipt |
| Minimum ticket | $10,000 USDInvestors subscribing in the EU or EEA have a minimum of €100,000, so that the offer stays within the prospectus exemption in Article 1(4)(d) of the EU Prospectus Regulation. The manager may accept less than the USD minimum at its discretion; the euro minimum is not waivable |
| Preferred return | 6% annuallyNon-compounding, non-guaranteed, paid only out of available cash flow |
| Split after preferred | 70% to Class B, 30% to the manager, until a 1.6× return of capital; then 50/50 |
| Term | Perpetual. There is no fixed term, no scheduled wind-up and no date on which capital is returned. The manager may wind the fund up but is never obliged to |
| Distributions | Quarterly when cash allows. The manager may suspend distributions and has no obligation to make any |
| Liquidity | None. Units are restricted securities with no public market and transfer requires manager consent |
| Withdrawal | No redemption right. Because the fund is evergreen, there is no maturity to wait for — assume capital is committed permanently unless the manager elects to repurchase, which it may never do |
| Non-US investors | Offered outside the United States in reliance on Regulation S. Subscriptions are accepted only where the offer is lawful without a prospectus or local registration |
| Closings | Rolling. Units are issued monthly at the then-current net asset value per unit |
| Fees | 1.5% annual management fee on contributed capital; organisational and offering costs capped at 3% of each subscription |
| Reporting | Quarterly unaudited statements, annual reviewed financials, K-1 issued by 31 March |
| Manager | Roarcry Investment Manager, LLC. The church appoints no managers and receives no fee |
The fine print
Nothing here is legal, tax or investment advice, and none of it is a substitute for reading the offering documents.
Not an offer. This page is for information only and is not an offer to sell or a solicitation of an offer to buy any security. Offers are made solely through the private placement memorandum, the operating agreement and the subscription agreement, and only to persons the issuer has verified as accredited investors. Nothing here is directed at any person in a jurisdiction where such an offer would be unlawful.
Unregistered securities. The units have not been registered under the Securities Act of 1933 or under any state securities law, and are offered in reliance on the exemption in Rule 506(c) of Regulation D. They may not be resold except pursuant to registration or an available exemption.
No government review. Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved these securities, passed on the adequacy of any disclosure, or endorsed the merits of this offering. Any statement to the contrary is a criminal offence.
Non-US offers. Units offered outside the United States are offered in reliance on Regulation S, and no offer is made in any jurisdiction where it would require a prospectus, local registration or an authorised distributor. The €100,000 minimum applied to EU and EEA subscriptions is a condition of the prospectus exemption and cannot be waived. Local law, tax treatment and investor-classification rules differ by country and are your responsibility.
Restricted securities. Units carry transfer restrictions and legends. There is no public market, none is expected to develop, and the manager may withhold consent to a transfer.
Forward-looking statements. Targets, projections and illustrative returns are estimates that depend on assumptions which may prove wrong. Past performance of any affiliate does not indicate future results. No return is guaranteed and none is owed.
Verification. The issuer will take reasonable steps under Rule 506(c) to verify accredited status before accepting any subscription. Self-certification alone is not sufficient and will not be relied on.
Church separation. Roarcry, the congregation, is not the issuer, the manager, a guarantor, a placement agent or a party to any subscription. It has no obligation for the fund's debts, receives no fee from the offering, and no donation to the church confers any interest in the fund.
Conflicts. Principals of the manager are members of the congregation and may hold positions in entities the fund transacts with. These relationships are described in the PPM and are material to any decision.
Confidentiality. Data room materials are confidential and may not be reproduced or forwarded. Access may be withdrawn at any time.
Your advisers. Consult your own attorney, accountant and investment adviser before subscribing. The manager cannot and will not advise you on suitability.
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Nothing on this page is an offer, and nothing here is legal, tax or investment advice. The offering documents are released once accreditation is verified by a third party.