Investment Committee Memo · Waterfalls
RAYVEN PROPERTIES, LLC
Rayven · Unknown · Vintage 2023
13
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
10
Pref quality
18
Fee drag
15
GP alignment
10
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
- —
Diligence findings (18 · 5 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 — Fund Management Fee / Asset Management Fee ratesThe Manager's fee rates stated in the 'Compensation of Our Manager' section conflict with the same fees disclosed in the audited financial-statement related-party note (fund mgmt 0.175% vs .50% of capital; asset mgmt 2% vs 1.0% of gross revenue).
- 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.
- mediumDefined-term defect — Investor Purchase Agreement / 'shares'The arbitration provision references 'Section 13 of our Investor Purchase Agreement' and 'purchasing shares', but this is a Notes (not share) offering and the governing document is elsewhere called the 'Promissory Note Investor Agreement' / 'Note Purchase Agreement', creating ambiguity about which agreement binds investors.
- mediumDisposition Fee (2%) 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.
- mediumNumeric inconsistency — $ 3.250,000 ) — Working Capital, 100% columnIn the Use of Proceeds table the 100%-sold working-capital figure is malformed: it prints a decimal point instead of a thousands comma and carries a stray close-paren ('$ 3.250,000 )'); the intended value is $3,250,000 (5% of $65,000,000 net proceeds).
- mediumUnfilled placeholder text — Offering Circular dateThe date of the Offering Circular is shipped unfilled — the day and month are blank, leaving only the year.
- lowDefined-term defect — Sharmaleau Holdings / Shamerleau HoldingsThe entity is named 'Sharmaleau Holdings, LLC' but is immediately given the defined-term shorthand 'Shamerleau Holdings' (transposed spelling), and the misspelled short form is then used throughout.
- lowDocument-quality defect — Amber Bouge / Amber BarrettOwen Barrett's spouse is named inconsistently within the same sentence — first 'Amber Bouge' and then 'Amber Barrett'.
- infoSpelling / typo — 5019(c)(3)Typo in the President's biography — '5019(c)(3) organization' should read 501(c)(3).
- infoSpelling / typo — Freddie Mae, Fannie MacThe agency lender names are swapped/misspelled as 'Freddie Mae, Fannie Mac'; the correct names are Fannie Mae and Freddie Mac (correctly stated as 'Fannie Mae, Freddie Mac' in the parallel Summary table).
- infoSpelling / typo — Mr. Pomerleau Mr. PomerleauDoubled words ('Mr. Pomerleau Mr. Pomerleau') in Chris Pomerleau's biography.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.