Terra Fixed Income Trust, Inc.

A 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.

“The Corporation may pay the Advisor a disposition fee upon the Sale of one or more Assets, in an amount equal to the lesser of (a) one-half of a Competitive Commission, or (b) 3% of the sales price of such Asset or Assets. In addition, the amount paid when added to the sums paid to unaffiliated parties in such a capacity shall not exceed the lesser of the Competitive Commission or an amount equal to 6% of the sales price of such Asset or Assets.”

Section 5.1 states the aggregate par value of all authorized shares is $1,500,000, but the EIGHTH recital states $15,000,000 for the identical 1,500,000,000-share capital structure; 1,500,000,000 shares x $.01 par = $15,000,000, so the $1,500,000 figure is wrong by a factor of ten.

“The aggregate par value of all authorized Shares having par value is $1,500,000. ... The aggregate par value of all authorized shares of stock having par value is $15,000,000.”

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.

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.

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.

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.