DeRosa Growth Fund LLC

Cascade · Distributions

Where each dollar goes

$875K

LP $815K · Fees $60K · GP $93

Gross proceeds at exit

$875K

FFees to Manager

$60,000 · 6.9% of gross

taken before the waterfall→ GP $60K

T1Class A Preferred Return (8%) · Operating distributions: first, distribution of accrued, unpaid Class A Preferred Return to Class A Members (8% non-compounding cumulative on Invested Capital)

$40,000 · 4.6% of gross

uncapped — takes what remains→ A $40K

T2Tier 1 Residual - Class A share (80%) · On Class A portion of Invested Capital, before Class A reaches 14% IRR

$592,000 · 67.7% of gross

uncapped — takes what remains→ A $592K

T3Tier 2 Residual after 14% IRR - Class A share (60%) · Upon Class A Member receiving 14% IRR on relevant investment, splits adjust to 60% Class A / 30% Legacy / 10% Class M

$3,275 · 0.4% of gross

uncapped — takes what remains→ A $3K

T4Tier 3 Residual after 17% IRR - Class A share (50%) · Upon Class A Member receiving 17% IRR, splits adjust to 50% Class A / 30% Legacy / 20% Class M

$59 · 0.0% of gross

uncapped — takes what remains→ A $59

Where it lands · of gross proceeds

LP $815K (93.1%)Fees $60K (6.9%)GP $93 (0.0%)

Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →

Class structure · 6 classes· viewing as Class A Units

How DeRosa Growth Fund LLC divides the cap table

The cascade above is filtered to Class A Units. Reset to blended view.

PPM Review

5/12 key terms · 1 flag

What this PPM costs, protects, and pays — every claim links to its source page. Missing items read “not stated,” never “no.”

Load at close

~2.0%

of equity, upfront

Recurring drag

~2.00%

per year, pre-split

LP share of next $

~82¢

at 1.75× base case

Key-term findability

5/12

located in the PPM

Needs attention

Fees taken above the waterfallp.26

GP commitment not stated

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)(5) — real estateSold via broker-dealerUnregistered adviser

p.4“The Company will file a Form D with the Securities and Exchange Commission, in which the Company will elect to proceed under Rule 506(c) to allow the Company to engage in general solicitation.”

Where your dollar goes~2.0% load · GP commit n/s▶

Load at close

~2.0% of your equity is consumed by upfront fees at closing (estimate).

Acquisition Fee: 2.0%p.26“The Manager is entitled to receive a one-time Acquisition Fee per Property up to two percent (2%) of the total purchase price of a Property.”

+ 3 other fee(s) not classified by timing

Recurring drag

~2.00% of your equity per year, before any profit split — comparable to an expense ratio.

LP share of next $

~82¢ of each additional dollar reaches the LP at the 1.75× base case.

Not stated

GP commitment

Protections & red flags1audit n/s · 1 off-market▶

Independent controls

— Auditor— Administrator— CustodianSee providers →

Off-market (1)

Fees taken above the waterfallLP-friendly deals subordinate fees to the prefp.26“The Manager is entitled to receive a fee as accrued in arrears in the amount of two percent (2%) of the total gross revenue from the Properties.”
GP commitment not statedGPs typically disclose their co-investment

Not stated

Audited financials

Cash flow & horizonirregular distributions · hold n/s▶

Distribution policy

Targets distributions — IrregularBegins from time-to-time when availableTargeted, at manager's discretionDistributions are a target at the manager’s discretion — not a guarantee.p.25“Members of the Company will be entitled to pro rata distributions of profit, based on the number of Units owned, after expenses, including the Company's debts and obligations, and fees payable to the Manager. Distributable income from operations will be distributed to the members from time-to-time when available, as determined by the Manager in its sole and absolute discretion”

Capital stack

Collateral: Equity offering — Class A and Class B Units (LLC membership interests) with preferred returns and equity splits; not a note or debt instrument.6 share classes — your class's priority in the money line depends on the waterfall.

Not stated

Hold / fund life

Governanceremoval for cause▶

Removal & amendments

LPs may remove the manager for cause

The manager may amend the terms at its discretion

Reporting

Manager will use reasonable commercial efforts to cause all tax filings to be made timely (taking permitted extensions into account); Manager will attempt to provide Members estimated annual federal tax information prior to March 15th if the taxable year is the calendar year; the Company may not deliver Schedule K-1 by the due date of Members' returns, and Members may need to file extensions.

Source

p.23“However, Investor Members will have the right to remove the Manager for cause.”

Document quality5/12 findable · 99 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: 6Cash pools: 3Max tier depth: 10Conditional branches: 0

More moving parts, not necessarily worse — takes longer to understand.

Document heft

99 pages

Fee-load figures are modeled estimates from extracted terms, not a guarantee. Peer context is shown to Analyst-tier members.

Deal diligence10 findings · worst critical

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.

Waterfall structure

Structural checks run against DeRosa Growth Fund LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.

All Distributions tier 1 over-allocates: shares sum to 200%, not 100%

Critical

“First, distribution of the accrued, unpaid Class A and B Preferred Returns to Class A and B Members”

PPM p.2595% confidence

All Distributions tier 2 over-allocates: shares sum to 300%, not 100%

Critical

“For the Class A Members' portion of their Invested Capital, the distribution shall be proportionally split eighty percent (80%) with Class A Members and twenty percent (20%) to the Legacy Members”

PPM p.2595% confidence

All Distributions tier 3 over-allocates: shares sum to 320%, not 100%

Critical

“thirty percent (30%) to the Legacy Members”

PPM p.2595% confidence

All Distributions tier 4 over-allocates: shares sum to 320%, not 100%

Critical

“Upon time of a relevant Class A Member's receipt of a seventeen percent (17%) IRR... shall adjust for such relevant Class A Member to be fifty percent (50%) with the remainder thirty percent (30%) to the Legacy Members and twenty percent (20%) to the Class M Members”

PPM p.2595% 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: Are investor subscriptions protected by a minimum-offering escrow?

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: 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 key-person provision?

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: 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.

68%

Coverage

13 answered0 partial6 gaps19 questions

Economics

What is the LP/GP carried-interest split above the preferred return?80% LP / 20% GP residual split.Answered
What is the preferred return (hurdle) rate offered to LPs?Preferred return of 8%.Answered
Is there a GP catch-up, and at what rate?No GP catch-up.Answered
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: Tiered IRR-based with Legacy Members.Answered
What is the fund's investment strategy / asset class?Equity · Multifamily RE (distressed/undervalued)Answered
What is the fund's vintage year?Vintage 2026.Answered
What is the target offering size?Target offering of $10,000,000.Answered
What is the minimum LP investment?Minimum investment of $50,000.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?Gap
Do investors have the right to remove the manager / general partner?Investors may remove the manager for cause.Answered
Are material amendments to the operating agreement subject to investor consent?The manager may amend the terms at its sole discretion.Answered
Is there a key-person provision?Gap

Distributions

Is the fund's distribution policy disclosed?Distribution policy stated (irregular).Answered

Generate IC memo →

Fee scheduletaken before LP distributions

Modeled load 12.0% of equity over a 5-yr base case

Fee

Trigger

Basis

Rate

Asset Management Fee

Accrued in arrears

Total gross revenue from Properties

2.00%

Acquisition Fee

At acquisition (one-time per Property)

Total purchase price of a Property

2.00%

Loan Sponsor Fee

One-time per Property

Total purchase price of a Property

1.00%

Capital Transaction Fee

At time of sale

Selling price of a Property

2.00%

Capital Expenditure Fee

Accrued in arrears

Capital expenditures on improvements on the Properties

7.00%

Service providers2 gaps

Provider network →

Legal Counsel

Kelley Clarke PC

KELLEY CLARKE PC HAS BEEN RETAINED TO ACT AS COUNSEL TO THE COMPANY AND THE MANAGER

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

No placement agent engaged

No placement agent engaged. Direct placement by Manager — no placement fees eat your invested capital.

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Waterfalls Composite Score

58.9.

LP-favorability score · 5 weighted dimensions

Score breakdown5 dimensions

Absolute LP Takeⓘ91

GP Timing Riskⓘ22

Pref Qualityⓘ74

Fee Dragⓘ40

Alignmentⓘ15

LP take × exit multiple

at 5y hold · 91% at 1.75×

LP take Fee drag· sim at $500k equity

Exit	LP IRR	LP MoC	LP Take	Fees
1.00×	-2.5%	0.88×	88.0%	12.0%
1.50×	6.7%	1.38×	92.0%	8.0%
1.75×	9.6%	1.58×	90.5%	6.9%
2.00×	12.3%	1.78×	89.2%	6.0%
2.50×	16.9%	2.18×	87.4%	4.8%
3.00×	20.9%	2.58×	86.1%	4.0%

Jump to an exit

1.0× downside 1.5× base 2.0× upside 3.0× home run

DeRosa Growth Fund LLC

Where each dollar goes

How DeRosa Growth Fund LLC divides the cap table

Class M Units

Class A Units● active

Class B Units

Legacy Class A Units

Legacy Class B Units

Legacy Class C Units

PPM Review

Deal diligence10 findings · worst critical

Waterfall structure

All Distributions tier 1 over-allocates: shares sum to 200%, not 100%

All Distributions tier 2 over-allocates: shares sum to 300%, not 100%

All Distributions tier 3 over-allocates: shares sum to 320%, not 100%

All Distributions tier 4 over-allocates: shares sum to 320%, not 100%

Diligence gaps

DDQ gap: Does the fund engage an independent auditor?

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

DDQ gap: Are investor subscriptions protected by a minimum-offering escrow?

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

DDQ gap: Is there a key-person provision?

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

DDQ readiness

Fee scheduletaken before LP distributions

Service providers2 gaps

Community threads0 active

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