Unfilled placeholder text — www.[●].com
HighUnfilled bracketed placeholder token shipped to investors in place of the URL where the subscription agreement is hosted.
“The subscription agreement is available at www.[●].com.”
PPM p.3995% confidence
Cascade · Distributions
Where each dollar goes
$875K
LP $779K · Fees $96K · GP $0
Standard scenario · $500K equity · 5y hold · 1.75× exitRun your own cascade →
Class structure · 2 classes· viewing as Series A Bonds
How Red Oak Capital Fund II, LLC divides the cap table
The cascade above is filtered to Series A Bonds. Reset to blended view.
Deal diligence12 findings · worst high
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.
Document quality
Drafting defects found in the PPM prose — numeric inconsistencies, broken cross-references, unfilled placeholders, and defined-term problems. Each is shown with the offending quote and its page.
Spelling / typo — COMMISION
InfoMisspelling of 'COMMISSION' in the substantive SEC legend on the cover.
“THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC; HOWEVER, THE COMMISION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.”
PPM p.497% confidence
Spelling / typo — Manger
InfoRepeated misspelling of the defined term 'Manager' as 'Manger' in the economics/fee disclosures (recurs at multiple places, e.g. the promotional-fee cap).
“in no event will reimbursements to our Manager for organizational and offering expenses and the promotional fee payable to our Manger exceed 2.00% of the offering proceeds.”
PPM p.290% confidence
Spelling / typo — Reimbersement
InfoMisspelling of 'Reimbursement' in the managing broker-dealer compensation table line item.
“Less Expense Reimbersement”
PPM p.3892% confidence
Diligence gaps
Questions a standard diligence questionnaire would ask that the PPM leaves unanswered.
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: Does the fund have a GP clawback provision?
HighThe 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 gap: What is the LP/GP carried-interest split above the preferred return?
HighThe 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 gap: What is the preferred return (hurdle) rate offered to LPs?
HighThe 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 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 GP catch-up, and at what rate?
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 gap: What distribution-waterfall structure does the fund use?
MediumThe 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.
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.
38%
Coverage
5 answered0 partial8 gaps13 questions
Economics
- What is the preferred return (hurdle) rate offered to LPs?Gap
- What is the LP/GP carried-interest split above the preferred return?Gap
- Is there a GP catch-up, and at what rate?Gap
- Does the fund have a GP clawback provision?Gap
- What is the GP's capital commitment (skin in the game)?Gap
Structure
- What distribution-waterfall structure does the fund use?Gap
- What is the fund's investment strategy / asset class?UnknownAnswered
- What is the fund's vintage year?Vintage 2010.Answered
- What is the target offering size?Target offering of $2,000,000.Answered
- What is the minimum LP investment?Minimum investment of $10,000.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
Fee scheduletaken before LP distributions
Total load 20.20%Fee
Trigger
Basis
Rate
Selling Commission - Series A Bonds
Bond sale
2.00% of gross offering proceeds on the sale of Series A Bonds
2.00%
Selling Commission - Series B Bonds
Bond sale
6.75% of gross offering proceeds on the sale of Series B Bonds
6.75%
Managing Broker-Dealer Fee
Bond sale
Up to 1.20% of the gross proceeds of the offering
1.20%
Wholesaling Fee
Bond sale through certain selling group members
Up to 1.00% of gross proceeds from certain sales of the Bonds
1.00%
Nonaccountable Expense Reimbursement
Bond sale
Up to 1.00% of the gross proceeds in the offering
1.00%
Organizational and Offering Expense Reimbursement
Offering
Up to 2.00% of gross proceeds; combined with Promotional Fee cannot exceed 2.00% in the aggregate
2.00%
Promotional Fee
Offering (only if organizational and offering expenses do not absorb full 2% cap)
Up to 2.00% of gross proceeds; combined with O&O reimbursement capped at 2.00% in aggregate
2.00%
Asset Management Fee - Series A Bonds
Ongoing / quarterly
2.00% per annum of the outstanding principal amount of Series A Bonds; paid quarterly in advance
2.00%
Asset Management Fee - Series B Bonds
Ongoing / quarterly
1.75% per annum of the outstanding principal amount of Series B Bonds; paid quarterly in advance
1.75%
Asset acquisition
0.50% of the cost of acquiring each asset, inclusive of any closing costs
0.50%
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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