Investment Committee Memo · Waterfalls
JOSS Realty REIT, Inc. (JOSS)
JOSS Realty Partners · Unknown · Vintage 2025
25
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
25
Pref quality
—
Fee drag
20
GP alignment
30
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (15 · 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 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.
- mediumUnfilled placeholder text — Note to Om footnote (Prime Rate definition)An unresolved internal drafting note to a colleague was shipped in the executed agreement, appearing as footnote 1 on the 'Prime Rate' definition.
- lowBroken cross-reference — Section 10.3(b) -> Section 10.4(b)Within Section 10.3 (Partnership Representative), subsection (b) refers to 'this Section 10.4(b)'; Section 10.4 is a separate section (Withholding), so the self-reference is mis-numbered.
- lowBroken cross-reference — Section 4.3(a) enumeration skips (iv)The enumerated list of authorized Partnership Unit issuances in Section 4.3(a) runs (i), (ii), (iii), then jumps to (v) and (vi), omitting clause (iv).
- lowBroken cross-reference — Section 9.2(c) -> Section 9.3Subsection (c) of Section 9.2 (Reports) repeatedly cites 'Section 9.3(a) and 9.3(b)' and 'this Section 9.3', but no Section 9.3 exists in the Agreement; the section is 9.2.
- 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.
- infoSpelling / typo — Common Stock ShareErroneous doubled noun in the Adjustment Factor definition: 'the Value of one share of Common Stock Share as of the record date' ('Stock Share').
- infoSpelling / typo — the the this AgreementDoubled / broken article in Section 7.1(a)(xxiii): 'the amendment and restatement of the this Agreement'.
DDQ readiness — 23% covered
3 answered · 1 partial · 9 gaps of 13 standard questions.