Investment Committee Memo · Waterfalls
iCap Vault 1, LLC
iCap Equity · Unknown · Vintage 2018
26
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
10
Pref quality
70
Fee drag
12
GP alignment
10
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (17 · 4 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.
- 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.
- mediumDocument-quality defect — Section 8.10(a)Section 8.10(a) ends mid-sentence with a dangling phrase and no completion before subsection (b) begins, indicating the document was shipped unfinished.
- 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.
- lowDefined-term defect — Adjustment YearThe capitalized term 'Adjustment Year' is used in Section 6.2(h) but is never defined in Article 1 (only 'Reviewed Year' is defined).
- lowDefined-term defect — Estimated Tax PeriodSection 3.5 uses the capitalized term 'Estimated Tax Period' as if defined and the trailing parenthetical mis-defines a different term ('Estimated Tax Distribution'); 'Estimated Tax Period' is never defined.
- lowDefined-term defect — Fair Market ValueSection 3.4 uses the capitalized term 'Fair Market Value' as if defined, but the agreement defines only 'Fair Value' in Section 1.1(s) - a wrong-term substitution.
- lowDocument-quality defect — Section 8.1(a) / 8.1(d)Section 8.1(d) is a verbatim duplicate of the prohibition already stated in Section 8.1(a), evidencing careless assembly.
- infoSpelling / typo — forgoingMisspelling of 'foregoing' as 'forgoing' in substantive text (recurs again on page 32 in Section 9.2).
- infoSpelling / typo — ligationMisspelling of 'litigation' as 'ligation' in substantive transfer-procedure text in Section 4.2(a).
DDQ readiness — 23% covered
3 answered · 0 partial · 10 gaps of 13 standard questions.