Rosemount Capital Limited (“Rosemount” or “Adviser”) is a corporation with its principal place of business in New York, New York. Rosemount was founded by Moris Tabacinic in 1997 and registered with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) in November 2011. The owners of Rosemount are Lillian Tabacinic Irrevocable Trust and the ERK Family Trust.

Rosemount serves with Cornerstone Capital Corp. (“Cornerstone”) as the General Partners to New Century Holdings XI, L.P. (the “Fund”), a private investment fund formed to invest in Russia, other countries that were part of the former Soviet Union and other countries in Eastern Europe (“the “Region” or “target countries of investment”).

Cornerstone was founded by George Rohr and is owned by Mr. Rohr, The Sulam Trust, Northern Trust Cayman International Ltd, as Trustee of the LRT Family Trust and Northern Trust Cayman International Ltd, as Trustee of The MOTL Family Trust. Messrs. Tabacinic and Rohr (collectively, the “Principals”) own NCH Capital Inc. (“NCH”), a registered investment adviser that provides advisory services to the Fund. The Adviser meets the requirements to be considered a Qualified Professional Asset Manager (“QPAM”) under applicable regulations. The Fund may, at times, constitute plan assets under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Fund’s regulatory assets under management (“RAUM”) is $298,936,325 as of December 31, 2018. These assets are managed on a discretionary basis. please register to get more info

The Fund’s limited partnership agreement provides for payment to the General Partners of asset-based fees for investment management services. This fee is 2% of net asset value per annum and is paid quarterly in advance from the Fund’s assets.
Expenses
In addition to the asset-based fees, the Fund also bears certain expenses incurred by the Adviser and/or related persons in connection with the services provided to the Fund, such their respective, operating expenses and other expenses of the Fund. The most common expenses include (i) expenses incurred in connection with identifying, evaluating, structuring and negotiating any potential Fund investment (including broken deals) and the acquisition, holding, sale, proposed sale or valuation of any Fund investments (including brokerage, custody and other types of fees); and (ii) ordinary administrative expenses, fees of auditors, attorneys, appraisers and if applicable, the Fund’s valuation agent or administrator, and other professionals, cost of meetings, and reports to limited partners.

Pursuant to its limited partnership agreement, the Fund shares in the allocation of its proportionate share of operating expenses, including, but not limited to, compensation (excluding compensation to the Principals), benefits and travel and accommodation of employees of the Adviser or its related persons working on behalf of the Fund and overhead of the Adviser or its related persons allocable to the Fund, including, but not limited to, office rental, office services and equipment, telephone and utilities.

The Fund also bears the cost of incentive compensation to employees of the Adviser or its related persons working on behalf of the Fund. The incentive program may include bonuses and commissions paid to traders, profit sharing on investments and compensation based on a share of distributions to the Fund from portfolio companies.

In addition, the Fund’s portfolio companies may directly compensate employees of the Adviser or its related persons when such employee performs duties for a portfolio company, including, but not limited to, serving as a board member or director. There is no reimbursement or offset of management fees by the investment manager for this compensation. In some cases, an employee may be paid partly by the Fund (and/or portfolio company) and partly by NCH. All costs and expenses related to the registration of the Adviser or a related person as an investment adviser under the Advisers Act, as well as costs and expenses associated with examinations, proceedings or investigations related thereto of the Adviser’s compliance with its obligations thereunder, are expenses incurred by the Adviser or its affiliates and are not treated as expenses of the Fund. please register to get more info

Management
Performance-Based Fees
In addition to the asset-based fees described above under “Fees and Compensation”, the General Partners of the Fund are entitled to incentive fees as stated in the Fund’s limited partnership agreement, equivalent to 25% of gains as computed pursuant to such agreement. With respect to designated (or “side-pocket”) investments, the incentive fee may be realized based on these particular investments and not on the overall performance.
Side-by-Side Management
The Adviser or a related person may receive both management fees and incentive fees as compensation for its services. Incentive fees may create an incentive for the Adviser or related person to make investments that are riskier or more speculative than would be the case in the absence of a performance-based fee. In these instances, the Adviser’s or related persons’ compensation may be greater than it would have been as the fee will be based on the Fund’s performance instead of, or in addition to, a percentage of assets under management. The Adviser has mitigated such possible conflict by following an investment allocation policy. All Funds, regardless of fee structure, are allocated investment opportunities on a fair and equitable basis subject to the fiduciary and contractual duties of the Adviser or related persons to such Funds. please register to get more info

The Adviser provides investment supervisory and management services on a discretionary basis to the Fund. The Fund is a pooled investment fund intended for institutional and other sophisticated investors, such as university endowments, corporate and government pension funds, family offices and high net worth individuals. The Fund is offered privately only to “qualified purchasers” as defined in the Investment Company Act of 1940, as amended (“Investment Company Act”). All investors in the Fund must also be “accredited investors” as defined in the rules promulgated under the Securities Act of 1933, as amended. please register to get more info

Loss
The investment strategy applied to the Fund by the General Partners is to target systemic shortages of capital in its markets of investment. This is viewed by the General Partners as the best way to generate, given the discounts that such shortages often create, attractive returns for the Fund’s investors.

The General Partners follow a deep-value approach when identifying equity opportunities in the target markets. The General Partners focus on opportunities and industry sectors it believes offer attractive value relative to other opportunities in the region, and relative to other emerging markets. The General Partners seek to diversify the Fund’s investment portfolios among different sectors of the economy. Target sectors may include, but are not limited to, natural resources, telecommunications, power generation, metals and materials, manufacturing, transportation, infrastructure, chemicals, consumer products, agriculture and real estate. In addition, the investments are divided between portfolio investments in larger companies by market capitalization, investments in the marketable securities of medium- sized companies and in the securities of second and third-tier companies whose shares may trade less actively, but whose assets, capital structures or other attributes make them attractive investment opportunities. The Fund may, subject to the guidelines set forth in the Fund’s private placement memorandum, also invest opportunistically in real estate and other private equity opportunities. Although the Fund may receive dividend distributions, this is generally incidental to the objective of the investment approach, which is to realize value from appreciation over the holding period. The General Partners have historically been long on the Fund’s equity portfolio, seeking to hold investments over the medium to long term, rather than for short-term speculation.
Risk Factors
Investments with the Fund involve a high degree of risk.
Risks applicable generally to private investment funds
There are risks applicable generally to investing in private investment funds, which are also applicable to investing in limited partner interests (“Interests”) in the Fund. These risks include lack of opportunity for resale of Interests, restrictions on transfers of Interests, restrictions on withdrawal of capital, lack of control over investment decisions, special risks related to “designated” or “side-pocket” investments in the Fund which permit such investments, risks related to leveraging of investments by the Fund and limited liquidity of certain investments of the Fund. The Fund is not registered as an investment company under the Investment Company Act, and, accordingly, investors are not afforded the protections of the Investment Company Act.
Risks applicable to Target Countries of Investment
There are significant risks inherent in investing in the securities, assets and operations of enterprises located in the target countries of investment which are not typically associated with investing in securities, assets or operations of enterprises in the United States, including, but not limited to, political, economic, social, legal, regulatory, currency, inflation, taxation and custodial risks. Factors that may make investment inherently risky in some of the target countries of investment for the Fund include, but are not limited to, the following: (i) unpredictable economic, political and governmental development in the target countries of investment, including shifts in government policy, military conflict and terrorist attack; (ii) adverse developments with regard to the application of laws and government regulations to domestic and foreign investors; (iii) potential unlawful, selective or arbitrary governmental actions against the Fund’s investments, including nationalisation or expropriation of assets; (iv) lack of developed local tax, corporate and securities laws and regulations, which may result in an inability to rely on such laws to protect the Fund's Investments or in potential consequences which investors would not expect in relation to investments in Western Europe or the United States; (v) corporate governance standards are less developed than those in Western Europe or the United States, and there is only limited protection of minority shareholders in Russia, Ukraine and other countries in which the Fund may invest; (vi) capital markets, which are less liquid than Western markets; (vii) weaknesses in local legal systems, which may result in unpredictable court decisions and inconsistent interpretation of laws and regulations; (viii) adverse fluctuations in currency exchange rates; (ix) exchange control regulations; (x) relatively high rates of inflation; (xi) undeveloped local bankruptcy laws; (xii) difficulty in enforcing contractual obligations; and (xiii) greater price volatility than in more developed financial markets. Finally, economies in the target countries of investment are vulnerable to market downturns and economic slowdowns elsewhere in the world. The Fund faces systemic political risks in its areas of investment. Although the Eastern European countries in which the Fund invests has made great strides towards establishing improved economic infrastructures and legal system reforms since the collapse of the Soviet Union, the region is still associated with meaningful political and economic risk. Changes in local governments can directly influence the investment environment. The investment environment the Fund faces may from time to time be unattractive to foreign investment and this may make it impractical for certain Fund assets to be sold at favorable prices during the stated term of the Fund. The result may be that the Fund continues beyond its stated term, while investors continue to be charged management fees pursuant to the Fund’s limited partnership agreement.


Risks Applicable to Russia
Specifically, investments in Russia involve risks not typically associated with investments in other countries that may negatively affect the value of investments in the Fund. Such heightened risks include, among others, expropriation and/or nationalization of assets, restrictions on and government intervention in foreign investments in Russia, confiscatory or punitive taxation, regional conflict, political instability, including authoritarian and/or military involvement in governmental decision making, armed conflict, the imposition of economic sanctions by other nations, the impact on the economy as a result of civil war, and social instability as a result of religious, ethnic and/or socioeconomic unrest.

The securities markets of Russia are often considered to be less correlated to global economic cycles than those markets located in the United States and Western Europe countries. As a result, securities markets in Russia are subject to greater risks associated with market volatility, lower market capitalization, lower trading volume, inflation, greater price fluctuations, uncertainty regarding the existence of trading markets, governmental control and heavy regulation of industry. Additionally, certain investments in Russia may become less liquid in response to market developments or adverse investor perceptions, or become illiquid after purchase by the Fund, particularly during periods of market turmoil. When the Fund holds illiquid investments, its portfolio may be harder to value, especially in changing markets. Moreover, trading on securities markets in Russia may be suspended altogether under certain circumstances. The government of Russia may restrict or control to varying degrees the ability of foreign investors to invest in companies located or operating in Russia. These restrictions and/or controls may at times limit the operations of foreign companies located or operating in Russia. Moreover, governmental approval or special licenses may be required prior to investments by foreign investors, which may limit the amount of investments by foreign investors in a particular industry and may limit such foreign investment to a certain class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of Russia, and/or may impose additional taxes on foreign investors. Less information may be available about companies in which the Fund invests because many Russian companies are not subject to the accounting, auditing and financial reporting standards or to other regulatory practices required by U.S. companies. These factors, among others, make investing in companies located or operating in Russia significantly riskier than investing in companies located or operating in more developed countries, and any one of them could cause a decline in the value of the Fund’s investment.

As a result of events involving Ukraine and the Russian Federation, the United States and the European Union have imposed sanctions on certain Russian individuals, companies and banks. These sanctions, any future sanctions or other actions, or even the threat of further sanctions or other actions, may negatively affect the value and liquidity of the Fund’s portfolio and may impair the Fund’s ability to achieve its investment objective. For example, the Fund may be prohibited from investing in companies subject to such sanctions. In addition, the sanctions may require the Fund to freeze its existing investments in Russian companies, prohibiting the Fund from buying, selling or otherwise transacting in these investments. Russia may undertake countermeasures or retaliatory actions which may further impair the value and liquidity of the Fund’s portfolio and potentially disrupt its operations.

The Russian government continues to control a large share of economic activity in the country, owning shares in corporations in a range of sectors including banking, energy production and distribution, automotive, transportation and telecommunications. Additionally, because Russia produces and exports large volumes of oil and gas, the Russian economy is particularly sensitive to the price of oil and gas on the world market, and declines in the price of oil and gas have a significant negative impact on the Russian economy.

The value of the Russian ruble is subject to a high degree of volatility. The Fund’s assets may be invested in Russian companies and the income received by the Fund may be principally in rubles. The Fund’s exposure to the ruble and changes in value of the ruble versus the U.S. dollar may result in reduced returns to the Fund. Moreover, the Fund may incur costs in connection with conversions between U.S. dollars and the ruble. In addition, current political and economic events in Russia and the effects of the recent global economic crisis on the Russian economy may continue to have significant adverse effects on the ruble and on the value and liquidity of the Fund’s investments. Risks applicable to Ukraine The current crisis in Russia and Ukraine relations presents a possibility of adverse consequences for Ukraine’s developing economy. Continued instability in the relations between the two countries could have a significant negative effect on the performance of the Fund. The risks of investing in Ukraine may even be greater than those inherent in investing in Russia. While Ukraine is evolving from a similar system with similar challenges, including political and social instability, economic and political risk, legal and regulatory risks and the difficulty of enforcement of legal rights, currency risk, corruption and under-developed economic infrastructures, its national finances are far weaker than Russia’s. In the absence of significant, continued foreign financial support, Ukraine’s economy will remain under great pressure.
Risks Related to Technology and Cyber Security
NCH must rely in part on digital and network technologies to conduct business and to maintain substantial computerized data relating to client account activities. Therefore, NCH is susceptible to cyber security risks that include, among others, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that we and our service providers use to service our Funds; or operational disruption or failures in the physical infrastructure or operating systems that support NCH or NCH’s service providers. Cyber attacks against, or security breakdowns of NCH or NCH’s service providers may adversely impact NCH and its Funds, potentially resulting in, among other things, financial losses; our inability to transact business on behalf of the Funds; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. NCH may incur additional costs related to cyber security risk management and remediation. There can be no assurance that NCH or NCH’s service providers will not suffer losses relating to cyber attacks or other information security breaches in the future.
Indemnification
The terms of the Fund’s limited partnership agreement generally limit the General Partners’ liability and the liability of their affiliates including their officers, directors, shareholders, employers and agents (Indemnified Party”). The terms generally provide that the Fund shall indemnify the Indemnified Parties from any loss or damage incurred by them or the Partnership for any act or omission taken in good faith by the Indemnified Parties. This indemnification does not apply generally to any act or omission with respect to which a court of competent jurisdiction has issued a final, non-appealable decision, judgment or order that an Indemnified Party was grossly negligent, engaged in willful misconduct or, in case of any criminal act or violation, that such Indemnified Party shall have had reasonable cause to believe that the conduct was unlawful. please register to get more info

Neither the Adviser nor any relevant person of the Adviser has a record of any material disciplinary event. please register to get more info

NCH is a registered investment adviser founded by George Rohr and Moris Tabacinic and owned by NCH Advisors Inc., which is owned by George Rohr and Moris Tabacinic Libra Bank is a private commercial bank in Romania, which is majority-owned by subsidiaries of a fund managed by an affiliate of the Adviser. Libra Bank focuses on lending to small and medium enterprises (SMEs). Libra Bank acts as a custodian for various NCH-managed funds. A substantial ownership interest in this fund is held by affiliates of the Adviser.

Public Joint Stock Company "Agroprosperis Bank" (PJSC AP BANK) (“AP Bank”) is a private commercial bank in Ukraine owned by a subsidiary of a fund managed by an affiliate of the Adviser. AP Bank focuses on lending to small and medium-sized farmers. AP Bank operates checking and deposit accounts and manages FX transactions for its clients including, portfolio companies of various NCH Funds. A substantial ownership interest in this fund is held by affiliates of the Principals.

American Bank of Investments (“ABI Bank”) is a private commercial bank in Albania, majority owned by funds managed by affiliates of the Adviser. ABI Bank’s clients are mostly small and medium-sized enterprises. A substantial ownership interest in one of the funds that has majority ownership of ABI Bank is held by affiliates of the Principals. NCH Brasil Gestora De Recursos LTDA (“NCH Brasil”), a registered investment adviser, is also registered as an investment adviser (administrador de cartera de valores mobiliarios) with the regulatory authority of Brazil (Comissão de Valores Mobiliarios – CVM). NCH Brasil serves as co-investment manager to the NCH Emerging Markets- focused fund and also manages local funds which only accept Brazilian investors. please register to get more info

Transactions and Personal Trading
The Adviser has adopted a Code of Ethics that sets forth a standard of business conduct and compliance with federal securities laws, pursuant to Rule 204A-1 under the Advisers Act. The Code of Ethics is the same as that adopted by NCH and contains policies and procedures intended to ensure that personal securities trading is conducted in a manner as to avoid actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility. Each employee is required to acknowledge the Code of Ethics at the inception of his or employment and annually thereof.

The Code of Ethics requires pre-clearance before an employee is permitted to invest in any initial public offerings, private placements, limited offerings and other pooled investment vehicles, as well as to trade certain securities in the target countries of investment. The Code of Ethics also requires relevant persons to report periodically certain personal securities transactions and holdings. Finally, relevant persons are also required to disclose periodically certain outside activities in order for the Adviser to monitor any actual or potential conflicts of interest.

The Adviser also monitors the giving and receiving of business gifts and entertainment above certain designated values. Furthermore, the Adviser has formulated and implemented a policy requiring compliance with the Foreign Corrupt Practices Act (“FCPA”).

To avoid any potential conflicts of interest involving the misuse of material, non-public information whether in personal trading or for the benefit of the Fund, the Adviser has adopted a policy concerning the proper handling of Material Non-Public Information.

The Adviser actively monitors for actual and potential conflicts of interest in the course of its business. It pursues a policy of carefully ensuring proper allocation of expenses and actively monitors any business between itself, its affiliates/employees and any of its portfolio companies to ensure that any such business is conducted on arms-length terms. Any trades where the Fund conducts transactions with other funds managed by affiliates of the Adviser are reviewed and approved by the Compliance Department prior to execution. The Adviser is prohibited from engaging in Principal Transactions (transactions where an investment adviser, acting for its own account or the account of an affiliate, buys a security from or sells a security to a fund it manages). If requested and as required by law, the Adviser will provide a copy of the Code of Ethics to an investor or prospective investor. NCH’s Compliance team may be contacted at 212-641-3200 or at [email protected] to obtain a copy. please register to get more info

Brokers are used in connection with the purchase or sale of marketable securities. The General Partners evaluate various factors such as price optimization, speed of execution, service quality and overall performance in order to obtain the best execution for portfolio transactions. The General Partners may benefit from research services provided by business contacts with a variety of brokers. The General Partners do not pay for access to this research. That research or industry information is provided based on working relationships developed over time. The General Partners do not have soft dollar arrangements with any brokers or other third parties. please register to get more info

The Principals are the final decision-makers with respect to investment strategy and portfolio approach, composition and execution for the Fund. With active, regular communication from senior investment professionals in the regional offices of NCH, the Principals closely monitor the Fund’s assets and conduct regular portfolio reviews, as deemed appropriate. These senior investment professionals are further supported by a complement of financial, legal, trading, research, property management and operations staff at the local level that provide input from portfolio company management, operating facilities, real estate and development projects, investment firms, etc. This information assists the Principals with oversight of the Fund, including reviewing portfolio assets, analyzing new investment opportunities and evaluating exit options.

Monthly Investor Capital Account Statements for the Fund are prepared and distributed by an external fund administrator. Books and records of the Fund are kept in accordance with its limited partnership agreement, with oversight by the NCH Chief Financial Officer and Controller in New York. Reports to investors also include quarterly/semi- annual management reporting that describes the macro-investment environment, updates on the portfolio and significant portfolio or firm developments that may materially impact investors. In addition, on an annual basis, the General Partners engage independent auditors to perform an audit and issue audited financial statements of the Fund. The General Partners assist limited partners in the Fund with any questions pertaining to their investment. Any such interchange may take place in person or by phone or email. please register to get more info

The Fund is not open to new investors. There are no third party placement agents. please register to get more info

The assets or securities of the Fund are maintained by qualified third party custodians, i.e., a licensed broker-dealer, bank or foreign institution customarily carrying out custody duties. The General Partners’ policy is to distribute audited financial statements of the Fund in accordance with Rule 206(4)–2(b)(4) promulgated under the Advisers Act. Libra Bank, in Romania, AP Bank, in Ukraine, and ABI Bank, in Albania, are private commercial banks that are majority owned by NCH Funds. These banks are custodians for certain assets of NCH Funds. In engaging Libra Bank, AP Bank and ABI Bank, NCH will follow Rule 206(4)-2 (“Custody Rule”), promulgated under the Advisers Act, regarding use of related party custodians. please register to get more info

The General Partners manage the Fund’s investment portfolios on a discretionary basis according to the terms and conditions of the Fund’s limited partnership agreement. please register to get more info

The General Partners follow the proxy rules of Rule 206(4)-6 under the Advisers Act. They have appointed a proxy voting Program Administrator in order to ensure that voting of securities on behalf of the Fund is conducted in accordance with these policies and procedures.

The Program Administrator presents each significant position upon which the General Partners will vote to the portfolio manager, general partner or person who is responsible for dealing in the security that is the subject of the proxy or voting matter. The portfolio manager, general partner or responsible person has the responsibility to determine that the vote will be in the best interests of the majority of the accounts without regard to the personal interests of the General Partners or any individual investor. The portfolio manager, general partner or the responsible person may also decide that not voting may be in the best interest of the accounts. Ultimately, the Program Administrator ensures that such voting takes place on a timely basis and documents the voting process accordingly. please register to get more info

The Adviser is not required to provide a balance sheet for the most recent fiscal year, is not aware of any financial condition reasonable likely to impair their ability to meet contractual commitments to clients, and have not been the subject of a bankruptcy proceeding.
Item 19. Requirements for State-Registered Advisers
Not Applicable
PRIVACY POLICY
NCH is committed to maintaining the privacy of our current and prospective investors. We recognize that you entrust us with important nonpublic personal financial information, and we assure you that protecting and safeguarding this information is one of our highest priorities. Protecting the confidentiality and security of investor information is an important part of how we conduct our business. Regulation S-P adopted by the SEC requires that we provide the following information to you:

Information about you that we collect: We collect information such as your name, address, e-mail address and telephone numbers through subscription documents you submit to us. We may also collect background information from and through third-party vendors to verify representations you have made and to comply with various regulatory requirements.

How we use your information: As permitted by law, we may share information that we collect about you with non- affiliated third parties for everyday business purposes, such as to process transactions, maintain account(s), respond to court orders and legal investigations, protect against fraud, to perform services on our behalf. How do we protect your confidential information: NCH has policies that restrict access to your non-public information to employees who need the information to provide investment alternatives or services to you. We maintain physical, electronic and procedural safeguards to protect your non-public personal information. please register to get more info