Total loss
You should be able to lose the entire investment without it changing how you live. Only invest what you can write off.
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.
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.
The 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 will be a separate Delaware LLC, once formed. 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
Result
Nothing ticked yet
This is a self-check only. Under Rule 506(c) it proves nothing on its own, and nothing you tick here is sent anywhere or stored.
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 (in formation) — to be a Delaware limited liability company. It does not yet exist, so no units can be sold and none are being offered. |
|---|---|
| Exemption | Regulation D, Rule 506(c) is the exemption this offering will rely on. No Form D has been filed, because there is no issuer yet to file one. A Form D is due within fifteen days of the first sale, with notice filings 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 |
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.
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.
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.
1
Verify
Third-party accreditation check. Takes a day or two once you upload documents to the provider.
2
Read
Data room opens: PPM, operating agreement, subscription agreement, financials, lease and loan schedules. Bring your own counsel.
3
Subscribe
Sign the subscription agreement and investor questionnaire. The manager may reject any subscription for any reason.
4
Close
Wire on acceptance. Units are issued at the next monthly closing, the cap table is updated, and reporting begins the following quarter.
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.