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ABOUT US
“”Look at market fluctuations as your friend rather than your enemy; profit from folly rather than participate in it.”
– Warren Buffett
FAQ
AN INVESTMENT IN THE PARTNERSHIP IS SUITABLE ONLY FOR INVESTORS OF SUBSTANTIAL FINANCIAL MEANS WHO HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT. Interests in the Partnership are being offered under the 3(c)(1) exemption of the Investment Company Act for investment by up to 100 persons who are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act, including up to 35 non-accredited investors who have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of an investment in the Partnership. Non-accredited investors will be required to certify that they have knowledge and experience in financial and business matters so as to be capable of evaluating the relative merits and risks of an investment in the Partnership or appoint a Purchaser Representative with sufficient experience in such matters to advise the investor in connection with an investment in the Partnership.
In order to satisfy the criteria for an “accredited investor,” in the case of individuals, an investor must have either (i) an annual income of not less than $200,000 for each of the previous two years (or a combined income with such person’s spouse or spousal equivalent1 of not less than $300,000), and reasonably anticipate the same level of income for the current year, (ii) a net worth in excess of $1,000,000 (excluding the value of such person’s primary residence), (iii) a person who holds, in good standing, one of the Series 7, Series 82, Series 65 securities license or such other qualifying professional certificate, designation or credential as set forth on SEC’s website from time to time, or (iv) a “knowledgeable employee2” of the Partnership, as defined in Rule 3c-5(a)(4) under the Investment Company Act, as amended. Other types of accredited investors permitted to invest in the Partnership include (i) banks or savings and loan associations acting in an individual or fiduciary capacity, (ii) broker-dealers registered under the Securities Exchange Act of 1934, as amended, (iii) investment adviser registered pursuant to Section 203 of the Advisers Act, registered pursuant to the laws of a state or an investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act; (iv) insurance companies, (v) any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of making the investment, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, and (vi) a corporation, business trust, partnership or limited liability company not formed for the purpose of making the investment (x) which owns investments in excess of $5,000,0003, or (y) in which all of the equity owners are accredited investors.
There is no minimum dollar amount of capital contributions the Partnership must accept to commence operations. There is no maximum dollar amount of capital contributions the Partnership may accept.
Capital contributions may be made in cash (by means of a wire transfer) or check.
The Partnership may issue additional classes of Interests in the future which may differ in terms of, among other things, the Management Fee, Performance Allocation, minimum investment amounts, withdrawal rights and other rights. The terms of such additional classes will be determined by the General Partner, without the approval of the Limited Partners, and may be described in a supplement to this Memorandum.
The minimum initial capital contribution to the Partnership is $100,000, subject to the General Partner’s sole discretion to accept subscriptions for lesser amounts. The General Partner may, in its sole discretion, elect to temporarily or permanently suspend the offering of Interests. The General Partner may, in its sole discretion, reject any subscription request for any reason or no reason.
A Limited Partner will be generally permitted to make withdrawals from its Capital Account as of the last business day of any calendar month, or such other date as the General Partner may determine in its discretion (each such date, a “Withdrawal Date”), provided that the Partnership receives at least thirty (30) days written notice (the “Notice Period”) of such withdrawal prior to the applicable Withdrawal Date, and provided further, a Limited Partner may not make withdrawals from their Capital Account for a period of twelve (12) months from the date of such Limited Partner’s admission to the Partnership (the “Lock-Up Period”). The General Partner, in its sole discretion, may reduce or waive the Notice Period or the Lock-Up Period. Capital contributions made after the Lock-Up Period are not subject to any additional lock-up periods.
In the event of a partial withdrawal, a Limited Partner must withdraw at least $25,000 and shall maintain a minimum Capital Account balance, after giving effect to the withdrawal, of not less than $25,000. A Limited Partner failing to maintain the minimum Capital Account balance may be required to withdraw the balance of its Capital Account at any time without notice. The General Partner, in its sole discretion, may waive these minimum amounts.
In consideration for its services, the General Partner receives a management fee (the “Management Fee”) paid monthly in advance equal to 0.1667% (2% per annum) of the beginning Capital Account balance of each Limited Partner for such calendar month.
A pro rata portion of the Management Fee will be paid out of any initial or additional capital contributions to the Partnership on any date that does not fall on the first day of a calendar month, based on the number of days remaining in such partial month. No portion of the Management Fee will be refunded in connection with any withdrawals from a Limited Partner’s Capital Account occurring prior to a Withdrawal Date.
The General Partner may, in its sole discretion, enter into arrangements with Limited Partners under which the Management Fee is reduced waived or calculated differently with respect to such Limited Partners, including, without limitation, Limited Partners that are members, affiliates or employees of the General Partner, members of the immediate families of such persons and trusts or other entities for their benefit, or Limited Partners that make a substantial investment or otherwise are determined by the General Partner in its sole discretion to represent a strategic relationship.
The General Partner may utilize explicit and/or implicit leverage as a part of the investment program. The use of leverage may, in certain circumstances, maximize the adverse impact to which the Partnership’s investment portfolio may be subject. As with any margin borrowing it is possible for the Partnership to lose more money than was initially invested – although each Limited Partner is only liable for his or her entire capital contribution.
In general, investment in the Interests involves various and substantial risks, including (but not limited to) the risk that the Partnership assets may be invested in high risk investments, risks for certain tax-exempt investors, risks related to the limited transferability of a Limited Partner’s interest in the Partnership, the lack of operating history of the Partnership, the Partnership’s dependence upon the General Partner, and certain tax risks. (See “Risk Factors.”)
Types of instruments that Romanesque Capital Management, LLC may trade include, but are not limited to the following:
- Equity Securities
- Option Transactions
- Exchange Traded Funds
- Exchange Traded Notes
- Futures
- Small- and Medium-Capitalization Stocks
- Foreign Securities
- Non-U.S. Exchanges and Markets
- Emerging Markets
- Currency Risk