Investment Committee Memo · Waterfalls
Red Oak Capital Fund V, LLC
Red Oak Capital · Unknown · Vintage 2015
29
Waterfalls composite LP-favorability score (0–100)
—
LP take (absolute)
35
Pref quality
48
Fee drag
20
GP alignment
15
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 — O&O Fee dollar amount at maximum offering ($3,000,000 vs $1,000,000)The cover-page fee footnote states the 2.00% O&O Fee equals $3,000,000 at the maximum offering, but every other reference (Risk Factors, Use of Proceeds table, Compensation table) puts it at $1,000,000; 2.00% of the $50,000,000 maximum is $1,000,000, so the $3,000,000 figure is wrong.
- 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.
- mediumDisposition Fee (1%) 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.
- mediumDocument-quality defect — Chief Executive Officer (two different individuals)Two different people are identified as Chief Executive Officer: the Board of Managers / Executive Officers table lists Gary Bechtel as Chief Executive Officer, while Chip Cummings's biography describes him as Chief Executive Officer as well.
- lowBroken cross-reference — Plan of Distribution - Series A R-Bond EligibilityCross-reference names a section 'Series A R-Bond Eligibility' that does not exist under that title; the corresponding section is actually headed 'Eligibility to Purchase A R-Bonds' (as correctly cited elsewhere in the document).
- lowDefined-term defect — Kevin P. Kennedy's title (Chief Sales and Distribution Officer vs Chief Marketing Officer)Kevin P. Kennedy's title conflicts between the officer table, which calls him 'Chief Sales and Distribution Officer,' and his biography, which calls him 'Chief Marketing Officer.'
- lowSpelling / typo — not be later than after 120 days we receiveGarbled word order in the death/disability/bankruptcy redemption timing ('shall not be later than after 120 days we receive'); the corrected version on page 56 reads 'shall not be later than 120 days after we receive.'
- infoSpelling / typo — before` December 31, 2026 (stray backtick)Stray backtick character inserted into the Bondholder Redemption pricing sentence ('and before` December 31, 2026'); a shipped editing artifact that appears twice (cover summary page 7 and Description of Bonds page 57).
- infoSpelling / typo — COMMISIONMisspelling of 'COMMISSION' in the bold, all-caps SEC legend on the cover-page disclosure.
- infoSpelling / typo — renewed for at the same interest rateDoubled prepositions ('renewed for at the same interest rate') break the cover-page maturity/renewal sentence; the parallel passages on pages 5 and 56 correctly read 'renewed at the same interest rate.'
- infoSpelling / typo — serves\edStray backslash and doubled tense ('serves\ed') in Gary Bechtel's biography; a shipped editing artifact.
DDQ readiness — 38% covered
5 answered · 0 partial · 8 gaps of 13 standard questions.