DDQ gap: Does the fund engage an independent auditor?
HighThe offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
Cascade · Distributions
Where each dollar goes
$875K
LP $875K · Fees $0 · GP $0
Gross proceeds at exit
$875K
T1Return of Capital
$500,000 · 57.1% of gross
uncapped — takes what remains→ LP $500K
T4Residual Split (100% / 0%)
$375,000 · 42.9% of gross
uncapped — takes what remains→ LP $375K · → GP $0
Where it lands · of gross proceeds
LP $875K (100.0%)Fees $0 (0.0%)GP $0 (0.0%)
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
PPM Review
5/12 key terms · 2 flagsWhat this PPM costs, protects, and pays — every claim links to its source page. Missing items read “not stated,” never “no.”
Load at close
none found
no upfront fees
Recurring drag
none found
no recurring fees
LP share of next $
~100¢
at 1.75× base case
Key-term findability
5/12
located in the PPM
Needs attention
flagFees taken above the waterfallp.92
flagAffiliate purchases may count toward the minimum — can defeat the escrowp.75
cautionGP commitment not stated
cautionThe sponsor may waive or lower the minimum raisep.75
Offering & eligibilityReg D 506(c) · accredited only▶
Eligibility
Accredited investors only506(c) permits general solicitation but requires the sponsor to verify your accredited status.
Structure
Reg D 506(c)3(c)(1) — up to 100 investorsSold direct — no broker-dealer commissionUnregistered adviser
p.6“The Company has disclosed to Subscriber that the offering is intended to be exempted from such registration pursuant to Section 4(a)(2) of the 1933 Act and Rule 506(c) of Regulation D promulgated thereunder... The Subscriber understands and acknowledges that the Company has not been registered as an investment company under the Investment Company Act of 1940, as amended... in reliance upon an exemption from registration provided by Section 3(c)(1) thereunder.”Where your dollar goesno fees located · GP commit n/s▶
Load at close
No upfront fees located
Recurring drag
No recurring fees located
LP share of next $
~100¢ of each additional dollar reaches the LP at the 1.75× base case.Roughly flat across the whole 1.3–3.0× sweep — no promote drag detected.
Not stated
GP commitment
Protections & red flags2audit n/s · 1 off-market▶
Independent controls
Off-market (1)
- Fees taken above the waterfallLP-friendly deals subordinate fees to the prefp.92“the Manager will receive fees (including the Due Diligence Fees and the Asset Management Fees) from the Target Company and Project Companies”
- GP commitment not statedGPs typically disclose their co-investment
Minimum raise
Minimum not stated
$50M maximumAffiliate purchases may count toward the minimum — this can defeat the escrow.The sponsor may waive or lower the minimum.p.75“The total capital to be raised in this Offering is anticipated to be approximately Fifty Million Dollars ($50,000,000). ... The minimum Capital Contribution of each Member will be $100,000, although the Manager in its discretion may permit a Capital Contribution of less than $100,000.”Not stated
Audited financials
Cash flow & horizonirregular distributions · hold n/s▶
Distribution policy
Targets distributions — IrregularBegins distribution periods shall be determined by the Manager in its sole discretionTargeted, at manager's discretionDistributions are a target at the manager’s discretion — not a guarantee.p.81“Total annual distributions to all Target Company Members have historically been between six percent (6%) and sixteen percent (16%) of the value of the Target Company... However, future distributions to the Target Company Members (including the Fund) are not guaranteed and the ultimate percentage and timing of distributions from the Target Company will vary depending on the profitability of the Target Company and other factors.”
Not stated
Hold / fund life
Governanceremoval for cause▶
Removal & amendments
LPs may remove the manager for cause (A Super Majority in Interest of the Members (aggregate Membership Ownership Percentages exceeding 66.66%), which super majority must include the Manager and its Affiliates; removal is permitted only for Cause and only after a Removal Notice, a 30-day (up to 60-day) cure period, and an opportunity for the Manager to be heard before the Members.)
Amendment rights vary by provision
Reporting
No specific K-1 or report delivery dates are stated. The Manager shall arrange for the preparation and timely filing of the Company's federal and state income tax returns and shall cause to be furnished to the Members the tax information reasonably required for federal and state income tax reporting purposes (Section 11.3).
Source
p.41“The Manager may be removed from its position as such only for Cause, by a vote of a Super Majority in Interest of the Members which super majority shall include the Manager and its Affiliates.”
Document quality5/12 findable · 116 pp▶
Key-term findability
5 of 12 key questions answered.
- —Preferred return
- ✓Profit split / promote
- ✓Distribution waterfall
- ✓Fee schedule
- —GP commitment
- —Audited financials
- ✓Distribution policy
- —Lock-up / liquidity
- —Fund life / hold
- —Leverage cap
- ✓Minimum investment
- —Conflicts / related-party
Structural complexity
LP classes: 1Cash pools: 1Max tier depth: 1Conditional branches: 0
More moving parts, not necessarily worse — takes longer to understand.Document heft
116 pages
Fee-load figures are modeled estimates from extracted terms, not a guarantee. Peer context is shown to Analyst-tier members.
Deal diligence9 findings · worst high
Automated checks across the fund's extracted PPM. Every finding is shown with the evidence it's based on — proven numbers or a verbatim quote and page.
Diligence gaps
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
DDQ gap: Does the fund have a GP clawback provision?
HighThe offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: What is the LP/GP carried-interest split above the preferred return?
HighThe offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: What is the preferred return (hurdle) rate offered to LPs?
HighThe offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: Are investor subscriptions protected by a minimum-offering escrow?
MediumThe offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: Is there a GP catch-up, and at what rate?
MediumThe offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: Is there a key-person provision?
MediumThe offering documents don't answer a standard institutional DDQ question (Governance). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: What is the GP's capital commitment (skin in the game)?
MediumThe offering documents don't answer a standard institutional DDQ question (Economics). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ gap: What is the target offering size?
MediumThe offering documents don't answer a standard institutional DDQ question (Structure). An allocator will ask this directly — the GP should be ready with an answer.
90% confidence
DDQ readiness
How much of a standard institutional due-diligence questionnaire this fund's offering documents answer out of the box. Gaps are questions an allocator will ask directly.
47%
Coverage
9 answered1 partial9 gaps19 questions
Economics
- What is the preferred return (hurdle) rate offered to LPs?Gap
- What is the LP/GP carried-interest split above the preferred return?Gap
- Is there a GP catch-up, and at what rate?Gap
- Does the fund have a GP clawback provision?Gap
- What is the GP's capital commitment (skin in the game)?Gap
Structure
- What distribution-waterfall structure does the fund use?Waterfall type: Pro-rata (feeder fund).Answered
- What is the fund's investment strategy / asset class?Equity · Multifamily Real Estate (feeder fund investing in Target Company which acquires multifamily projects)Answered
- What is the fund's vintage year?Vintage 2026.Answered
- What is the target offering size?Gap
- What is the minimum LP investment?Minimum investment of $100,000.Answered
- Are investor subscriptions protected by a minimum-offering escrow?Gap
- Is the securities-offering exemption and investor-eligibility standard disclosed?Offering exemption disclosed (accredited).Answered
Fees & Expenses
- Is the fund's fee schedule disclosed (management fee, etc.)?5 fee line item(s) extracted from the offering documents.Answered
Governance
- Does the fund engage an independent auditor?Gap
- Does the fund use a third-party fund administrator?Third-party fund administrator disclosed.Answered
- Do investors have the right to remove the manager / general partner?Investors may remove the manager for cause (A Super Majority in Interest of the Members (aggregate Membership Ownership Percentages exceeding 66.66%), which super majority must include the Manager and its Affiliates; removal is permitted only for Cause and only after a Removal Notice, a 30-day (up to 60-day) cure period, and an opportunity for the Manager to be heard before the Members.).Answered
- Are material amendments to the operating agreement subject to investor consent?Amendment rights vary by provision (some manager-discretionary).Partial
- Is there a key-person provision?Gap
Distributions
- Is the fund's distribution policy disclosed?Distribution policy stated (irregular).Answered
Fee scheduletaken before LP distributions
Fee
Trigger
Basis
Rate
Due Diligence Fee
—
Charged at Target Company / Project Company level
0.00%
Liquidity Maintenance Reimbursement
—
—
0.00%
Broker Fee
Upon Project Company's acquisition or sale of a Project
—
0.00%
Organizational Expenses Reimbursement
—
Actual costs
0.00%
Service providers1 gap
Legal Counsel
Perkins Coie LLP
Perkins Coie LLP ("Counsel"), which has prepared the Memorandum and the Operating Agreement pursuant to the instructions of the Company's Manager, will act as U.S. legal counsel for the Fund
Auditor
Not disclosed
Audit intent not stated in PPM. Ask the sponsor: will the fund be audited, by whom, and on what frequency?
Fund Administrator
Juniper Square, Inc.
The Fund has entered into an administration agreement with Juniper Square, Inc. (the "Administrator"), pursuant to which the Administrator and its affiliates will perform administration services.
Placement Agent
No placement agent engaged
No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.
Community threads0 active
What allocators are saying. Diligence notes, open questions, attached scenarios.
No threads yet. Be the first →
Reviews
No reviews yet
Be the first allocator to leave a take.