Investment Committee Memo · Waterfalls
Rastegar Income Fund III Inc.
Rastegar Property Trust · Unknown · Vintage 2018
35
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
5
Pref quality
100
Fee drag
15
GP alignment
20
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (26 · 6 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.
- highNumeric inconsistency — authorized vs. outstanding vs. offered sharesThe issuer states it is authorized to issue up to 7,500,000 shares while 7,500,000 are already issued and outstanding, yet it is also offering up to 7,500,000 new shares — exceeding authorized capital with no room to issue the offered shares.
- highUnfilled placeholder text — $[?] fee tableCover-page price/proceeds table ships with unfilled placeholders for offering expenses, commissions, and proceeds to the Company.
- 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.
- mediumDocument-quality defect — applicable Nevada Securities LawsCompliance section again invokes Nevada securities laws for a Delaware corporation offering nationwide under Reg A — inconsistent governing-state reference.
- mediumDocument-quality defect — Nevada vs. DelawareOffering references Nevada securities laws and 'THE STATE OF NEVADA', but the issuer is a Delaware corporation throughout — wrong-state template residue.
- mediumNumeric inconsistency — Use of Proceeds allocation tableThe Use of Proceeds allocation table lists categories with a dollar sign but no figures, including a 'Total Use of Proceeds $' line left blank.
- mediumUnfilled placeholder text — beneficial ownership table []Security-ownership table ships with empty placeholders for the founder's share amount and ownership percentages.
- mediumUnfilled placeholder text — estimated offering expenses $[?]Estimated offering expenses left as an unfilled placeholder in the cover footnote.
- mediumUnfilled placeholder text — offering termination date (ii), [?]Offering-termination clause leaves the termination date as an unfilled placeholder token.
- mediumUnfilled placeholder text — Securities Authorized [] / [?]Authorized share count is shipped as an empty placeholder in the Summary and again in the Plan of Distribution, contradicting the later '7,500,000' figure.
- lowBroken cross-reference — garbled TABLE OF CONTENTSThe Table of Contents is corrupted/unusable, collapsing all entries into a single broken line of page-number artifacts rather than listing sections and pages.
- lowBroken cross-reference — Risk Factors ? Lack of Cash DividendsDividend Policy points to a Risk Factors subsection titled 'Lack of Cash Dividends' that does not exist; the dividend risk factor is captioned 'We do not expect to declare or pay dividends in the foreseeable future.'
- lowDefined-term defect — Manager / SeriesDocument is a Delaware corporation managed by a Board of Directors, but risk factors refer to a 'Manager' and to investors' 'Series Interests' / 'Series? business' — undefined terms imported from a series-LLC template.
- lowUnfilled placeholder text — capital needed $[?]Amount of additional capital needed for significant business growth left as an unfilled placeholder in MD&A.
- lowUnfilled placeholder text — Delaware [?]Unfilled placeholder token on the cover where the IRS Employer Identification Number should appear, adjacent to the state of incorporation.
- lowUnfilled placeholder text — preferred stock authorized [?]Number of authorized preferred shares left as an unfilled placeholder in the risk factor on preferred stock.
- lowUnfilled placeholder text — transfer agent [?]Transfer agent identity shipped as an unfilled placeholder token in the Plan of Distribution.
- lowUnfilled placeholder text — Transfer Agent []Transfer agent identity left as an empty placeholder again in the Securities Being Offered section.
- infoSpelling / typo — SECUTRITESMisspelling of 'SECURITIES' in the cover-page legend describing the exemption from registration.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.