All Distributions tier 7 over-allocates: shares sum to 180%, not 100%
Critical“eighty percent (80%) to the Class B and Class C Members, as a group”
PPM p.2795% confidence
Cascade · Distributions
Where each dollar goes
$875K
LP $738K · Fees $128K · GP $10K
Gross proceeds at exit
$875K
FFees to Manager
$127,500 · 14.6% of gross
taken before the waterfall→ GP $128K
T1Return of Capital
$500,000 · 57.1% of gross
uncapped — takes what remains→ LP $500K
T2Preferred Return (8%)
$200,000 · 22.9% of gross
uncapped — takes what remains→ LP $200K
T4Residual Split (80% / 20%)
$47,500 · 5.4% of gross
uncapped — takes what remains→ LP $38K · → GP $10K
Where it lands · of gross proceeds
LP $738K (84.3%)Fees $128K (14.6%)GP $10K (1.1%)
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
Class structure · 3 classes
How MHPI V, LLC divides the cap table
The cascade above models the blended LP view. Click a class below to view per-class economics.
Class B
Preferred InvestorMin · $250K“The individual Class B Unit price is $1,000... Minimum Dollar Amount $250,000”— PPM p. 3
Class C
Common InvestorMin · $50K“The individual Class C Unit price is $1,000... Minimum Dollar Amount $50,000”— PPM p. 3
Class A
Manager/Voting Non-Equity“MHPI V A, LLC...will hold one hundred percent (100%) of the Company's Class A Interests...which are voting non-equity interests.”— PPM p. 22
PPM Review
6/12 key terms · 2 flagsWhat this PPM costs, protects, and pays — every claim links to its source page. Missing items read “not stated,” never “no.”
Load at close
~9.5%
of equity, upfront
Recurring drag
~2.60%
per year, pre-split
LP share of next $
~92¢
at 1.75× base case
Key-term findability
6/12
located in the PPM
Needs attention
flagNo GP clawback
flagFees taken above the waterfallp.3
cautionGP commitment not stated
cautionThe sponsor may waive or lower the minimum raisep.24
Offering & eligibilityReg D 506(c) · accredited only▶
Eligibility
Accredited investors only506(c) permits general solicitation but requires the sponsor to verify your accredited status.
Structure
Reg D 506(c)Sold via broker-dealer — 8.0% selling commissionUnregistered adviser
p.7“The Interests offered herein are exempt from securities registration under Regulation D, Rule 506(c) authorized by the Federal Securities and Exchange Commission.”Where your dollar goes~9.5% load · GP commit n/s▶
Load at close
~9.5% of your equity is consumed by upfront fees at closing (estimate).
- Acquisition Fee: 4.0%p.27“the Company may choose to pay the Class A Member a fee in the total amount of four percent (4%) of the purchase price of said property”
- Loan Guarantee Fee: 2.5%p.75“Member or its Affiliate shall be entitled to a one-time fee equal to two and five tenths percent (2.5%) of the total amount of the obligations of the Company guaranteed”
- Buyer Financing Assistance Fee: 3.0%p.18“the Manager may charge up to a three percent (3%) fee on the gross value of capital raised for such buyer”
Recurring drag
~2.60% of your equity per year, before any profit split — comparable to an expense ratio.
LP share of next $
~92¢ of each additional dollar reaches the LP at the 1.75× base case.
Not stated
GP commitment
Protections & red flags2audit n/s · 2 off-market▶
Independent controls
Off-market (2)
- No GP clawbackA clawback is the market norm
- Fees taken above the waterfallLP-friendly deals subordinate fees to the prefp.3“Per Unit $1,000 $5.00 $995.00”
- GP commitment not statedGPs typically disclose their co-investment
Minimum raise
$250K minimum raise
$10M maximumSubscriptions held in escrow by U.S. Bank (initial escrow); PPM also references Bank of America and FundAmericaThe sponsor may waive or lower the minimum.If the minimum isn't reached, subscriptions are returned in full.p.24“The Company is offering the Class B Interests and the Class C Interests on an "all or none basis" with respect to the initial Two Hundred Fifty Thousand Dollars ($250,000) of Class B Interests and Class C Interests (the "Minimum Offering")... Until the initial closing is held, all subscription amounts are to be paid via check made payable to "U.S. Bank, as Escrow Agent for MHPI V, LLC" or via wire into the Company's escrow account at U.S. Bank... If the initial closing is not held by the Termination Date, all subscription proceeds will be returned to the subscribers without interest or deduction and the Offering will terminate.”Not stated
Audited financials
Cash flow & horizonannual distributions · hold n/s▶
Distribution policy
Targets distributions — AnnualBegins All returns shall begin accruing as of thirty (30) days following the day that the Managing Member accepts an investmentTargeted, at manager's discretionDistributions are a target at the manager’s discretion — not a guarantee.p.25“Except as otherwise provided in Section 3.12.4 below (with respect to liquidating distributions), all of the Company's Available Cash from Operations shall be distributed to the Members not less frequently than annually or within sixty (60) days following the end of each taxable year of the Company in accordance with the order of priority set forth in Subsections A through C below.”
Capital stack
3 share classes — your class's priority in the money line depends on the waterfall.
Not stated
Hold / fund life
Document quality6/12 findable · 190 pp▶
Key-term findability
6 of 12 key questions answered.
- ✓Preferred return
- ✓Profit split / promote
- ✓Distribution waterfall
- ✓Fee schedule
- —GP commitment
- —Audited financials
- ✓Distribution policy
- —Lock-up / liquidity
- —Fund life / hold
- —Leverage cap
- ✓Minimum investment
- —Conflicts / related-party
Structural complexity
LP classes: 3Cash pools: 6Max tier depth: 7Conditional branches: 0
More moving parts, not necessarily worse — takes longer to understand.Document heft
190 pages
Fee-load figures are modeled estimates from extracted terms, not a guarantee. Peer context is shown to Analyst-tier members.
Deal diligence8 findings · worst critical
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 MHPI V, LLC's extracted waterfall. Each is a deterministic test — the numbers shown are proven from the PPM, not estimated.
No clawback provision — promote paid is not trued-up to the LP at wind-down
LowThe fund pays the GP carried interest but has no clawback. If interim distributions over-pay promote relative to lifetime results, the LP cannot recover the difference. Common in real-estate funds, but worth confirming against the distribution timing.
80% confidence
Diligence gaps
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
DDQ gap: Do investors have the right to remove the manager / general partner?
HighThe 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 engage an independent auditor?
HighThe 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: Are material amendments to the operating agreement subject to investor consent?
MediumThe 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 use a third-party fund administrator?
MediumThe 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 key-person provision?
MediumThe 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: What is the GP's capital commitment (skin in the game)?
MediumThe 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.
68%
Coverage
13 answered0 partial6 gaps19 questions
Economics
- What is the preferred return (hurdle) rate offered to LPs?Preferred return of 8%.Answered
- What is the LP/GP carried-interest split above the preferred return?80% LP / 20% GP residual split.Answered
- Is there a GP catch-up, and at what rate?No GP catch-up.Answered
- Does the fund have a GP clawback provision?No clawback provision disclosed.Answered
- What is the GP's capital commitment (skin in the game)?Gap
Structure
- What distribution-waterfall structure does the fund use?Waterfall type: European-style multi-tier with class-specific bonus returns.Answered
- What is the fund's investment strategy / asset class?Equity · Mobile Home ParksAnswered
- What is the fund's vintage year?Vintage 2015.Answered
- What is the target offering size?Target offering of $10,000,000.Answered
- What is the minimum LP investment?Minimum investment of $50,000.Answered
- Are investor subscriptions protected by a minimum-offering escrow?Subscriptions are held in escrow until a minimum is met.Answered
- Is the securities-offering exemption and investor-eligibility standard disclosed?Offering exemption disclosed (accredited).Answered
Fees & Expenses
- Is the fund's fee schedule disclosed (management fee, etc.)?10 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
- Do investors have the right to remove the manager / general partner?Gap
- Are material amendments to the operating agreement subject to investor consent?Gap
- Is there a key-person provision?Gap
Distributions
- Is the fund's distribution policy disclosed?Distribution policy stated (annual).Answered
Fee scheduletaken before LP distributions
Modeled load 25.5% of equity over a 5-yr base caseFee
Trigger
Basis
Rate
Broker/Dealer Fee
Subscription processing
Per Unit price
0.50%
Acquisition of each Project (excludes AHCF 6 investment and securities)
Total acquisition costs of each Project (incl financing)
4.00%
Loan Guarantee Fee
Member or Affiliate guarantees Company obligations
Guaranteed obligation amount
2.50%
Referral/Marketing Fee
Member referred by third party
Capital Contributions of referred Member
8.00%
Leasing Commission
New lease
First month's rent per lease
100.00%
Construction Oversight Fee
Rehab/renovation
Gross rehab or renovation costs
3.00%
Brokerage/Sale Commission
Sale of Property
Gross sales price upon sale
6.00%
Buyer Financing Assistance Fee
Assisting accredited buyer with financing for sale
Gross capital raised for buyer
3.00%
Service providers3 gaps
Legal Counsel
Not disclosed
No independent counsel named for investors. Common in small syndications where Manager and Fund share counsel — reduces independence. Verify during diligence.
Auditor
Not disclosed
Audit intent not stated in PPM. Ask the sponsor: will the fund be audited, by whom, and on what frequency?
Fund Administrator
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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