Investment Committee Memo · Waterfalls
Tuttle Land Investments, LLC
Tuttle Land Investments · Unknown · Debt · Vintage 2018
52
Waterfalls composite LP-favorability score (0–100)
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LP take (absolute)
—
Pref quality
100
Fee drag
20
GP alignment
35
Timing risk
Key economics
- Preferred return
- —
- Hurdle rate
- —
- LP / GP split
- —
- GP catch-up
- —
- GP clawback
- —
- GP commitment
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Diligence findings (14 · 4 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.
- 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 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.
- lowBroken cross-reference — Risk Factors page locationThe cover and front matter point investors to the Risk Factors section in conflicting places: the cover repeatedly says 'on page 1' while the summary says it begins 'on Page 5', so the document gives two different locations for the same section.
- lowBroken cross-reference — Section 4 of this Article VIIIOperating Agreement Section 7.3.3.6 (within Article VII) limits asset-disposition powers 'subject to the limitations of Section 4 of this Article VIII', but the limitations on the Members'/Managers' powers are set out in Section 7.4 of Article VII (Article VIII covers transfer of Member Percentage Interests), so the article reference is wrong.
- lowDefined-term defect — stocks / shareholders / stockholdersThe Company is an LLC offering unsecured Notes (LROs) and has Members and Noteholders, but boilerplate carried over from an equity offering refers to selling 'the stocks', distributions to 'our shareholders', and 'Our stockholders' — entities/securities that do not exist in this deal.
- lowSpelling / typo — Nets ProceedsThe defined term for net offering proceeds is botched as 'Nets Proceeds' in the parenthetical, then used elsewhere in the document as 'Net Proceeds' / 'net proceeds', so the term as defined never matches its later usages.
- lowUnfilled placeholder text — Consent of ______________, AuditorThe auditor is never named: both the List of Exhibits and the Exhibit F cover ship with a blank fill-in line in place of the auditor's name, leaving a required disclosure (Consent of Auditor) unfinished in the body of the offering.
- infoNumeric inconsistency — Article VII subsection numbering 7.3.3.4 et seq.The enumerated powers in Section 7.3 are numbered 7.3.1, 7.3.2, 7.3.3, then jump to 7.3.3.4, 7.3.3.5, 7.3.3.6, 7.3.3.7 and 7.3.3.8 — the trailing items are mis-numbered as sub-parts of 7.3.3 rather than the intended 7.3.4 through 7.3.8.
- infoSpelling / typo — TUTTLE LAND INVESTEMENTS, LLCThe issuer's own name is misspelled 'INVESTEMENTS' in the Operating Agreement execution clause; the entity is correctly 'TUTTLE LAND INVESTMENTS, LLC' everywhere else.
DDQ readiness — 38% covered
5 answered · 1 partial · 7 gaps of 13 standard questions.