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CF FUND II, LLC

Sponsored by Conquest Funding·

Unknown· LLC · 1 class· ● Low· PPM v1· Updated 26d ago
2 data notes▶
Unusual structureUnscored: absolute lp take
Run the numbers
Composite
33.8
median 35 −2
Pref Returnⓘ
—
—
LP Take (Base)ⓘ
—
median 42.6% · Other / Specialty
GP Commitⓘ
0.0%
median 0.0% +0.0%
Min Investment
$50K
ticket size
Offering Size
$40M
target raise
Cascade · Distributions

Where each dollar goes

$875K
LP $855K · Fees $20K · GP $0
GROSS PROCEEDS$875KGPFFees to Manager$20,000 · 2.3% of grossLPT1Return of Capital$500,000 · 57.1% of grossLPGPT4Residual Split (100% / 0%) · 40.6%Limited Partners · $355KGeneral Partner · $0pool fully distributed
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →

Deal diligence18 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.

Document quality

Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.

Numeric inconsistency — Maximum Offering Amount commissions: 8% stated vs. $4,000,000 implied (10%)

High

The body repeatedly states broker commissions are 'up to eight percent (8%)' of gross proceeds, but the offering-terms table shows $4,000,000 in commissions on a $40,000,000 maximum offering, implying 10%, not 8%.

“FINRA member broker-dealers may be entitled to commissions of up to eight percent (8%) received for the sale of the Notes. ... Maximum Offering Amount 2 $ 40,000,000 $ 4,000,000 $ 36,000,000 $ 0”
PPM p.392% confidence

Defined-term defect — Fund

Medium

Accredited Investor definition item 6 uses 'Fund' as a category of eligible person ('Any director or executive officer, or Fund of the issuer'), an apparent wrong-term substitution for the standard SEC term 'general partner', creating ambiguity about who qualifies.

“Any director or executive officer, or Fund of the issuer of the securities being sold, or any director, executive officer, or Fund of a Fund of that issuer”
PPM p.1188% confidence

Numeric inconsistency — Conquest Funding balance sheet Total Liabilities discrepancy between summary and detail pages

Medium

The summary Conquest Funding balance sheet (page 43-44) shows Total Current Liabilities of $220,129.42 and Total Liabilities of $973,194.47, while the detailed line-item balance sheet (pages 44-45) shows Total Current Liabilities of $220,107.82 and Total Liabilities of $973,172.87 — a $21.60 discrepancy between the two versions of the same statement.

“Total Current Liabilities 220,129.42 357,564.66 ... Total Current Liabilities 220,107.82 357,564.66”
PPM p.4391% confidence

Numeric inconsistency — Subsequent events date in duplicate financial statement notes

Medium

The document contains two versions of the CF Fund II, LLC financial statement notes: the first version states the subsequent events evaluation date as December 23, 2015, while the second version states December 18, 2015 — an internal contradiction in the same filing.

“The Company has evaluated subsequent events through December 23, 2015, the date the financial statement was available to be issued ... The Company has evaluated subsequent events through December 18, 2015, the date the financial statement was available to be issued”
PPM p.4195% confidence

Document-quality defect — Ms. Jeffrey A. Cella

Low

The accountant's transmittal letter addresses Jeffrey Cella as 'Ms. Jeffrey A. Cella' — the wrong honorific for a person referred to throughout the document as 'he' and 'Jeff', indicating a form-letter error shipped to investors.

“Ms. Jeffrey A. Cella CF Fund II, LLC 3440 Lehigh Street, Box 163 Allentown, Pennsylvania 18103”
PPM p.4397% confidence

Spelling / typo — live of the Offering

Low

Footnote to the offering-amount table reads 'the live of the Offering' instead of 'the life of the Offering', a material word error in a financial disclosure.

“The Maximum Offering Amount for the Company for the live of the Offering is $40,000,000”
PPM p.499% confidence

Spelling / typo — PRELIMARY

Low

Cover-page all-caps disclosure misspells 'PRELIMINARY' as 'PRELIMARY', omitting a letter in a formal SEC disclosure banner.

“THIS PRELIMARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY”
PPM p.299% confidence

Spelling / typo — Timoty Messerli

Low

Officer table misspells Timothy Messerli's first name as 'Timoty' (missing 'h'), a material error in the key-personnel disclosure.

“Timoty Messerli VP, Director of Parent Company / Manager 66 4 years 40”
PPM p.3199% confidence

Spelling / typo — ACOUNTING

Info

The financial-statement notes heading repeatedly misspells 'ACCOUNTING' as 'ACOUNTING' (missing 'c') across multiple occurrences in the audited financial statements.

“NOTE 1 - SUMMARY OF ORGANIZATION AND SIGNIFICANT ACOUNTING POLICIES”
PPM p.4099% confidence

Spelling / typo — double semicolon ;;

Info

Operational Plan contains a double semicolon ';;' mid-sentence, a clear typographical error in substantive business-description text.

“identify, develop, acquire, remodel, rent, sell, transfer and/or sell properties throughout the United States with a focus in Pennsylvania, Maryland and New Jersey;;”
PPM p.1197% confidence

Diligence gaps

Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.

DDQ gap: Does the fund engage an independent auditor?

High

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.

90% confidence

DDQ gap: Does the fund have a GP clawback provision?

High

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.

90% confidence

DDQ gap: What is the LP/GP carried-interest split above the preferred return?

High

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.

90% confidence

DDQ gap: What is the preferred return (hurdle) rate offered to LPs?

High

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.

90% confidence

DDQ gap: Does the fund use a third-party fund administrator?

Medium

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.

90% confidence

DDQ gap: Is there a GP catch-up, and at what rate?

Medium

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.

90% confidence

DDQ gap: What distribution-waterfall structure does the fund use?

Medium

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.

90% confidence

DDQ gap: What is the GP's capital commitment (skin in the game)?

Medium

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.

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.

38%
Coverage
5 answered0 partial8 gaps13 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?Gap
  • What is the fund's investment strategy / asset class?UnknownAnswered
  • What is the fund's vintage year?Vintage 2012.Answered
  • What is the target offering size?Target offering of $40,000,000.Answered
  • What is the minimum LP investment?Minimum investment of $50,000.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?Gap
Generate IC memo →

Fee scheduletaken before LP distributions

Total load 20.00%
Fee
Trigger
Basis
Rate
Selling Commission
Note sale through independent broker/dealer
Gross proceeds from sale of Notes; paid only to independent FINRA broker/dealers when used; not paid when sold directly by Company
8.00%
Loan Origination Fee
Loan origination
1%–10% of loan value charged to borrowers; most commonly 3%–4%; up to 100% may be shared with mortgage brokers/referral sources
0.00%
Loan Extension and Modification Fee
Loan extension or modification
1%–3% of original loan amount charged to borrowers
0.00%
Loan Servicing Fee
Ongoing loan servicing
4% charged to service loans; paid by borrowers; CFI receives 100%
4.00%
Real Estate Commission
Sale of Company-owned real estate
Up to 8% of sale price when CFI or affiliates list and sell real estate acquired by the Company
8.00%

Service providers3 gaps

Provider network →
Legal Counsel
Gap
Not disclosed
No independent counsel named for investors. Common in small syndications where Manager and Fund share counsel — reduces independence. Verify during diligence.
Auditor
Gap
Not disclosed
Audit intent not stated in PPM. Ask the sponsor: will the fund be audited, by whom, and on what frequency?
Fund Administrator
Gap
Not disclosed
No third-party fund administrator referenced. Manager likely handles admin internally — common for <$10M raises but reduces independence.
Placement Agent
OK
No placement agent engaged
No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.

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