Investment Committee Memo · Waterfalls
My Racehorse CA LLC
Experiential Squared · Unknown · Vintage 2022
7
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
5
Pref quality
0
Fee drag
15
GP alignment
8
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
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- GP commitment
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Diligence findings (13 · 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.
- mediumGP earns a promote but no tier returns LP capital firstThe 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.
- mediumManagement Performance Bonus (10%) is taken above the waterfallA 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.
- lowDocument-quality defect — Series Margarita Friday 19 — stray 'Bay' in series nameThe Use of Proceeds narrative for 'Series Margarita Friday 19' names the same offering two inconsistent ways within one sentence: 'Series Margarita Friday 19 Offering' and 'Series Margarita Friday Bay 19 Offering' — the stray 'Bay' appears nowhere else; the series is 'Margarita Friday 19' throughout the document.
- lowSpelling / typo — Critical Accounting Policies — 'June 30, 20201'In the Critical Accounting Policies cross-reference to the financial statements, the financial-statement date is mistyped as 'June 30, 20201' — a malformed five-digit year that should read '2021'.
- infoSpelling / typo — Loss on horse retirement table heading — 'Loss On Hoss'The series-by-series table heading reads 'Loss On Hoss', a typo for 'Loss On Horse' (the surrounding narrative consistently refers to the 'loss on horse retirement').
- infoSpelling / typo — Series Ari the Adventurer 19 — 'Adventruer'A Series proper name is misspelled 'Ari the Adventruer 19' (transposed letters in 'Adventurer'); the correct spelling 'Ari the Adventurer 19' appears in the beneficial-ownership table and elsewhere in the document.
DDQ readiness — 38% covered
5 answered · 1 partial · 7 gaps of 13 standard questions.