Investment Committee Memo · Waterfalls
CENTURY WEST MULTIFAMILY INCOME REIT, LLC
Century West Multifamily · Unknown · Vintage 2015
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Waterfalls composite LP-favorability score (0–100)
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LP take (absolute)
0
Pref quality
75
Fee drag
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GP alignment
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Timing risk
Key economics
- Preferred return
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- Hurdle rate
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- LP / GP split
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- GP catch-up
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- GP clawback
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- GP commitment
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Diligence findings (19 · 7 high/critical)
- highDDQ gap: Does the fund engage an independent auditor?The 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.
- highDDQ gap: Does the fund have a GP clawback provision?The 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.
- highDDQ gap: What is the LP/GP carried-interest split above the preferred return?The 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.
- highDDQ gap: What is the preferred return (hurdle) rate offered to LPs?The 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.
- highNumeric inconsistency — Common Shares Issued and Outstanding in financial statementsThe Statement of Shareholder Equity (Section III) reports 75,000 Common Shares Issued and Outstanding, while the Notes to Financial Statements (Section VI) reports 225,000 Common Shares Issued and Outstanding as of August 15, 2023 — a 3x discrepancy for the same date.
- highNumeric inconsistency — Net loss: $0.00 in MD&A vs. ($6,875) in financial statementsItem 14 MD&A states 'The Company incurred a net loss of $0.00 USD,' but the Statement of Operations in the financial statements shows a net loss of ($6,875) for the same period.
- highNumeric inconsistency — Post-offering share counts for Kermani and Syndicate Legal between Item 6 and Item 13Item 6 (ownership/dilution) and Item 13 (security ownership) show contradictory post-offering maximum share allocations for Kermani and Syndicate Legal: Item 6 gives Kermani 220,500 and Syndicate 1,096; Item 13 gives Kermani 220,500 and Syndicate 29,500. Additionally, at the minimum offering, Item 6 shows Kermani with 8,268 shares (labeled 9.8%) and Syndicate with 29,500 shares (labeled 1.3%) — the percentages appear transposed relative to the share counts.
- mediumDDQ gap: Does the fund use a third-party fund administrator?The 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.
- mediumDDQ gap: Is there a GP catch-up, and at what rate?The 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.
- mediumDDQ gap: What distribution-waterfall structure does the fund use?The 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.
- mediumDDQ gap: What is the GP's capital commitment (skin in the game)?The 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.
- mediumNumeric inconsistency — Current liabilities: $0.00 in MD&A vs. ($1,000) in Balance SheetItem 14 MD&A states current liabilities are 'approximately $0.00 USD' and working capital is '$25,000.00 USD,' but the Balance Sheet shows current liabilities of ($1,000) and total shareholder equity of $24,000 — inconsistent by $1,000.
- mediumUnfilled placeholder text — TBD / $TBDThree Board of Directors seats (#3, #4, #5) are listed as 'TBD' with '$TBD' compensation amounts in the directors compensation table, indicating the document was shipped before these positions were filled.
- lowDocument-quality defect — 'Offering Memorandum' vs. 'Offering Circular'In Item 15 (Description of Capital Shares), the document refers to itself as 'this Offering Memorandum,' but the document is titled, filed, and universally referred to throughout as an 'Offering Circular.' This is an incorrect self-reference suggesting copy-paste from a different template.
- lowDocument-quality defect — Formation date discrepancy across financial statementsThe Balance Sheet and Notes describe the period starting 'April 13, 2023,' but the Statement of Operations states the period from 'April 23, 2023' — a 10-day discrepancy in the same financial package.
- lowDocument-quality defect — Preference Shares percentage '2 00%' for Steve MuellerThe Preference Shares ownership table shows Steve Mueller owning '200 Series A Preference Shares (2 00% of the Issued & Outstanding)' — the percentage '2 00%' is garbled and should be '20%', consistent with 200 out of 1,000 total shares.
- infoSpelling / typo — CONTAINESMisspelling 'CONTAINES' (should be 'CONTAINS') in all-caps disclosure block on page 3.
- infoSpelling / typo — INNACCURATEMisspelling 'INNACCURATE' (should be 'INACCURATE') in the forward-looking statements risk disclosure.
- infoSpelling / typo — REMAINDER OF PAGE LEF BLANK INTENTIONALLYRepeated misspelling 'LEF' (missing 'T') in the boilerplate 'REMAINDER OF PAGE LEFT BLANK INTENTIONALLY' line, appearing on multiple pages (e.g., pages 7, 8, 46, 77, 78, 80, 91, 92).
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.