Investment Committee Memo · Waterfalls
Free & Clear Equity, Inc.
Free & Clear Equity · Unknown · Vintage 2011
15
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
10
Pref quality
—
Fee drag
15
GP alignment
20
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (15 · 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: Is the fund's fee schedule disclosed (management fee, etc.)?The offering documents don't answer a standard institutional DDQ question (Fees & Expenses). 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.
- 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.
- mediumDDQ gap: What is the target offering size?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.
- lowBroken cross-reference — Section 13.02Internal self-reference inside Section 11.02 points to a nonexistent 'Section 13.02'; the provision is Section 11.02 and the document has no Section 13.02.
- lowDDQ gap: What is the minimum LP investment?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.
- lowDocument-quality defect — Closing recital enumeration (Sixth -> Eighth)The numbered closing recitals jump from 'Sixth' directly to 'Eighth', skipping 'Seventh' — a recital appears to be missing or mislabeled.
- lowNumeric inconsistency — 201 N. Illinois Street ZIP code (46204 vs 46240)The same principal/registered office building address is given two conflicting ZIP codes: '46204' in Article III but '46240' on the incorporator address page.
- infoSpelling / typo — SECOND AMENDMENT AND RESTATED ARTICLESDocument header reads 'SECOND AMENDMENT AND RESTATED ARTICLES' (grammatically wrong) whereas the title and body consistently read 'SECOND AMENDED AND RESTATED ARTICLES'.
DDQ readiness — 15% covered
2 answered · 0 partial · 11 gaps of 13 standard questions.