Investment Committee Memo · Waterfalls
Here Collection LLC
Here · Unknown · Debt · Vintage 2022
14
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
10
Pref quality
0
Fee drag
20
GP alignment
25
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: 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.
- highDocument-quality defect — Forum selection: Delaware vs. CaliforniaThe forum-selection provision is stated as the State of Delaware throughout the document but as the State of California in the Securities Being Offered section, a direct contradiction about the governing forum.
- 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 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 — Offering termination period (one year vs. three years)The offering termination date is stated as one year from qualification on the cover and in Plan of Distribution, but as three years from qualification in the Risk Factors section.
- mediumUnfilled placeholder text — [DATE]Unfilled template token left in the offering-circular dating line on the cover page.
- lowDefined-term defect — Here Acquisition vs. Here AcquisitionsThe cover defines the affiliate seller as 'Here Acquisition' (Here Acquisition LLC) but the body and financial statements repeatedly call it 'Here Acquisitions', creating ambiguity about the entity.
- lowDocument-quality defect — Here Investments LLC vs. Here Investments Inc.The parent is defined and signed as 'Here Investments Inc.', a Delaware corporation, but the financial-statement notes refer to it as 'Here Investments LLC', a wrong-entity-name defect about who received the sourcing fee and interests.
- lowNumeric inconsistency — Net proceeds to issuer ($754,437.41 vs. $754,438.54)Proceeds to Issuer on the cover table is $754,437.41 but the Use of Proceeds section states net proceeds of approximately $754,438.54 (which also equals $762,059.13 minus the $7,620.59 commission), a $1.13 internal mismatch.
- infoSpelling / typo — a\the Property ManagerGarbled phrase with a stray backslash joining two articles in the expense-allocation clause.
- infoSpelling / typo — Through / ThoughSubstantive sentence uses 'Through travel has since resumed' where 'Though' is intended.
DDQ readiness — 38% covered
5 answered · 1 partial · 7 gaps of 13 standard questions.