Jamestown Invest 1, LLC

Cascade · Distributions

Where each dollar goes

$875K

LP $825K · Fees $50K · GP $0

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

Class structure · 2 classes· viewing as Preferred Shares (authorized, not yet issued)

How Jamestown Invest 1, LLC divides the cap table

The cascade above is filtered to Preferred Shares (authorized, not yet issued). Reset to blended view.

Preferred Shares (authorized, not yet issued)● active
preferred
“we may undertake to issue and sell up to approximately 125 shares of a new series of preferred shares in a private placement to up to approximately 125 investors who qualify as 'accredited investors' (as that term is defined in Rule 501(a) of Regulation D under the Securities Act). The preferred shares are expected to be perpetual, pay an annual market dividend for securities of this type and be redeemable by us at a premium to the aggregate liquidation value.”— PPM p. 110
Common Shares
membership interest
Capital · 100.0%Min · $3K
“We are offering up to $50,000,000 in our common shares, which represent limited liability company interests in the Company, to the public at $10.00 per share.”— PPM p. 1

Deal diligence15 findings · worst high

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 Jamestown Invest 1, LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.

Disposition Fee (1%) is taken above the waterfall

Medium

A performance- or transaction-linked fee paid above the waterfall reaches the GP before the LP's distribution priorities run, eroding the pool the pref + return-of-capital draw from. Routine asset-management fees above the line are normal; a disposition/promote-flavored fee there is a leak worth pricing.

“We will pay our Manager or its affiliates a Disposition Fee for the disposition of each asset held by us. The fee is calculated as 1% of the contract sale price of the asset, and is deducted at the time such payment from the disposition of the asset is received by us. The Disposition Fee will be paid in addition to any third-party brokerage or sales fees paid by the Fund.”

PPM p.2585% confidence

GP earns a promote but no tier returns LP capital first

Medium

The waterfall pays the GP a promote/carry, yet none of the extracted tiers return the LP's contributed capital before that promote runs. Either the PPM omits a return-of-capital step or the extractor missed it — either way the distribution section is worth a read.

70% confidence

Document quality

Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.

Numeric inconsistency — Principal Shareholders - directors/officers group count

Medium

The beneficial-ownership table labels the group as '(3 persons)' but then itemizes six named directors and executive officers.

“All directors and executive officers of our Manager as a group (3 persons)”

PPM p.8588% confidence

Unfilled placeholder text — [ ], 2019

Medium

Cover-page offering-circular date is an unfilled template token, indicating the document was not finalized before distribution.

“The date of this offering circular is [ ], 2019.”

PPM p.690% confidence

Document-quality defect — 5,501,000 in cash (missing $ and broken sentence)

Low

A balance-sheet figure is stated without a dollar sign and runs into the next sentence with a comma instead of a period ('cash, For information').

“our total assets consist of approximately 5,501,000 in cash, For information regarding the anticipated use of proceeds from this offering, see 'Estimated Use of Proceeds.'”

PPM p.9972% confidence

Document-quality defect — Christoph A. Kahl / Christopher A. Kahl

Low

The same founder/chairman is named 'Christoph A. Kahl' in his management bio but 'Christopher A. Kahl' in the Shareholders Committee disclosure.

“Christoph A. Kahl, Chairman (65) Christoph Kahl is a Principal and one of the two founding partners of Jamestown. || controlled by the Shareholders Committee of Jamestown, which is made up of Christopher A. Kahl, Matt Bronfman and Michael Phillips.”

PPM p.7870% confidence

Numeric inconsistency — Sponsor private-placement share count (86,550 vs 86,500)

Low

The number of shares purchased by the sponsor in the private placement is stated as 86,550 on the cover and elsewhere but as 86,500 in the Liquidity/Results sections.

“approximately 86,550 common shares purchased by our sponsor, in a private placement prior to this offering statement be declared 'qualified' by the SEC. || approximately 86,500 common shares purchased by our sponsor in a private placement prior to this offering statement being declared 'qualified' by the SEC.”

PPM p.685% confidence

Spelling / typo — being declare

Info

Grammatical error in the Results of Operations section: 'being declare' should read 'being declared'.

“by our sponsor, in a private offering prior to this offering being declare 'qualified' by the SEC.”

PPM p.10285% 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: What is the LP/GP carried-interest split above the preferred return?

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: What is the preferred return (hurdle) rate offered to LPs?

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: 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 GP catch-up, and at what rate?

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 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.

38%

Coverage

5 answered1 partial7 gaps13 questions

Economics

What is the preferred return (hurdle) rate offered to LPs?Gap
What is the LP/GP carried-interest split above the preferred return?Gap
Is there a GP catch-up, and at what rate?Gap
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?2 distribution tier(s) extracted; structure type not classified.Partial
What is the fund's investment strategy / asset class?UnknownAnswered
What is the fund's vintage year?Vintage 2010.Answered
What is the target offering size?Target offering of $50,000,000.Answered
What is the minimum LP investment?Minimum investment of $2,500.Answered

Fees & Expenses

Is the fund's fee schedule disclosed (management fee, etc.)?8 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

Generate IC memo →

Fee scheduletaken before LP distributions

Total load 27.45%

Fee

Trigger

Basis

Rate

Fund Administration Fee

Ongoing — organizational/offering and operational stages

0.60% per annum, paid quarterly; based on net offering proceeds until March 31, 2020, thereafter based on NAV at end of prior quarter

0.60%

Asset Management Fee

Ongoing — operational stage

1.25% per annum, paid quarterly; based on net offering proceeds until March 31, 2020, thereafter based on NAV at end of prior quarter

1.25%

Property Management Fee

Property operations

Up to 4% of gross receipts (rents and other payments) of each property, paid monthly

4.00%

Construction and Development Fee

Construction or development of Fund assets

1% to 4% of total project costs (hard and soft costs) for construction/development management services

0.00%

Leasing Fee

Office and retail leasing for Fund assets

6% of total deal value for new leases (4% with co-broker); 4% for renewals (2% with co-broker); 10% for event/short-term leases under 3 years

0.00%

Disposition Fee

Disposition of each asset

1% of the contract sale price of each asset disposed; pro-rated for partial interests; paid in addition to third-party brokerage fees

1.00%

Participation Allocation (Performance Fee)

Liquidity Event (sale, public listing, merger) or redemption of shares (excluding Introductory Period redemptions)

20% of total appreciation: (NAV + cumulative capital distributions and dividends paid or accrued) minus aggregate initial purchase price for all interests in the Operating Partnership; only applies if NAV + distributions exceeds $10/share

20.00%

Placement Agent Commission

Sale of Common Shares through NCPS

0.60% of proceeds from sale of Common Shares sold by/through North Capital Private Securities (NCPS); paid by Manager, not charged to investors

0.60%

Service providers3 gaps

Provider network →

Legal Counsel

Gap

Not disclosed

No independent counsel named for investors. Common in small syndications where Manager and Fund share counsel — reduces independence. Verify during diligence.

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

49.7.

LP-favorability score · 5 weighted dimensions

Benchmark · Real Estate Equity

Diversified Real Estate

See where this fund sits across 189 indexed diversified real estate funds — median pref, hurdle, splits, GP commit.

Compare to bucket →

Score breakdown5 dimensions

Absolute LP Takeⓘ87

GP Timing Riskⓘ15

Pref Qualityⓘ15

Fee Dragⓘ50

Alignmentⓘ20

LP take × exit multiple

at 5y hold · 94% at 1.75×

LP take Fee drag· sim at $500k equity

Exit	LP IRR	LP MoC	LP Take	Fees
1.00×	-1.9%	0.91×	90.8%	9.3%
1.50×	7.0%	1.40×	93.5%	6.5%
1.75×	10.5%	1.65×	94.3%	5.7%
2.00×	13.7%	1.90×	94.9%	5.1%
2.50×	19.1%	2.39×	95.7%	4.3%
3.00×	23.6%	2.89×	96.3%	3.8%

Jump to an exit

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

Jamestown Invest 1, LLC

Preferred Shares (authorized, not yet issued)● active

Common Shares

Waterfall structure

Disposition Fee (1%) is taken above the waterfall

GP earns a promote but no tier returns LP capital first

Document quality

Numeric inconsistency — Principal Shareholders - directors/officers group count

Unfilled placeholder text — [ ], 2019

Document-quality defect — 5,501,000 in cash (missing $ and broken sentence)

Document-quality defect — Christoph A. Kahl / Christopher A. Kahl

Numeric inconsistency — Sponsor private-placement share count (86,550 vs 86,500)

Spelling / typo — being declare

Diligence gaps

DDQ gap: Does the fund engage an independent auditor?

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

DDQ gap: What is the LP/GP carried-interest split above the preferred return?

DDQ gap: What is the preferred return (hurdle) rate offered to LPs?

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

DDQ gap: Is there a GP catch-up, and at what rate?

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

DDQ readiness

Fee scheduletaken before LP distributions

Community threads0 active

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