Investment Committee Memo · Waterfalls
CF FUND II, LLC
Conquest Funding · Unknown · Vintage 2012
34
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
20
Pref quality
80
Fee drag
20
GP alignment
15
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (18 · 5 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 — Maximum Offering Amount commissions: 8% stated vs. $4,000,000 implied (10%)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%.
- 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.
- mediumDefined-term defect — FundAccredited 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.
- mediumNumeric inconsistency — Conquest Funding balance sheet Total Liabilities discrepancy between summary and detail pagesThe 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.
- mediumNumeric inconsistency — Subsequent events date in duplicate financial statement notesThe 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.
- lowDocument-quality defect — Ms. Jeffrey A. CellaThe 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.
- lowSpelling / typo — live of the OfferingFootnote 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.
- lowSpelling / typo — PRELIMARYCover-page all-caps disclosure misspells 'PRELIMINARY' as 'PRELIMARY', omitting a letter in a formal SEC disclosure banner.
- lowSpelling / typo — Timoty MesserliOfficer table misspells Timothy Messerli's first name as 'Timoty' (missing 'h'), a material error in the key-personnel disclosure.
- infoSpelling / typo — ACOUNTINGThe financial-statement notes heading repeatedly misspells 'ACCOUNTING' as 'ACOUNTING' (missing 'c') across multiple occurrences in the audited financial statements.
- infoSpelling / typo — double semicolon ;;Operational Plan contains a double semicolon ';;' mid-sentence, a clear typographical error in substantive business-description text.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.