Deal-by-deal carry plans – 4 questions all GPs should be asking their fund administrator
As private equity fund structures become increasingly sophisticated, the complexity of carried interest calculations has grown exponentially.
This evolution is particularly pronounced in deal-by-deal carry arrangements, where partners' compensation is directly tied to individual investment performance rather than overall fund returns. For general partners (GPs) navigating this intricate landscape, the question isn't whether these calculations are becoming more complex—it's whether their current administrative infrastructure can handle the challenge.
The ripple effect of complexity
The interconnected nature of fund waterfalls and upper-tier carry plans creates a cascading effect where any complexity at the fund level directly impacts partner-level calculations. When a fund's waterfall calculation incorporates deal-by-deal provisions, the resulting upper-tier allocation becomes significantly more intricate. This complexity is amplified when considering the various mechanisms that govern how carried interest flows from fund realizations to individual partners.
Deal-by-deal carry plans introduce additional unique challenges that traditional fund-level calculations don't face. GPs may have varying levels of participation in specific deals, different vesting schedules, or catch-up provisions designed to equalize compensation for team members who joined mid-cycle. These bespoke arrangements, while valuable for talent retention and alignment, create administrative burdens that can overwhelm internal systems and resources.
The case for outsourcing
Given these complexities, GPs are increasingly recognizing the value of outsourcing carry plan administration to specialized providers. The benefits extend beyond mere computational accuracy—though that remains paramount. A sophisticated outsourced solution provides transparency, consistency, and the technological infrastructure necessary to handle the multifaceted nature of modern carry arrangements.
The most effective outsourced solutions offer what industry professionals call "distribution to distribution" calculations. This approach traces the flow of proceeds from the initial realization of a fund investment through to the final allocation of carried interest at the partner level. By maintaining this end-to-end visibility, GPs can ensure accuracy and transparency at each stage of the capital administration process.
4 critical questions GPs should ask their administrators
There is no “standard” carry plan solution available to GPs via an outsourced partner, with a range of solutions available. To help pick the right partner when evaluating potential outsourcing options for carry plan administration, general partners should focus on four fundamental questions:
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1. Does the provider offer a comprehensive technological solution?+ + -
The ideal platform should be specifically designed to handle the full spectrum of carry plan provisions, including complex vesting schedules, holdback mechanisms, catch-up provisions, and the intricate point reallocations that occur when team members join or leave the organization.
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2. Is the solution integrated with fund waterfall calculations?+ + -
The most robust systems feature direct connectivity between fund-level and partner-level calculations, ideally through an automated calculation engine that eliminates manual intervention and reduces error risk.
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3. Does the system balance flexibility with structure?+ + -
While each fund's carry plan may have unique provisions requiring customized treatment, the underlying system must maintain structured logic to ensure consistency and transparency across all calculations.
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4. Can the provider guarantee confidentiality?+ + -
Partner-level compensation data represents some of the most sensitive information within a fund organization. The chosen provider must demonstrate robust security protocols and confidentiality measures that protect this critical data.
Get in touch with Citco to learn how we could transform your carry plan admin
While concerns about confidentiality and the sensitive nature of carry calculations have historically created reluctance around outsourcing, the complexity of modern fund structures increasingly demands specialized expertise and technology.
The benefits of sophisticated carry plan administration extend well beyond ensuring accurate distributions. Advanced systems provide GPs with powerful scenario modelling capabilities, enabling them to understand the real-world impacts of various strategic decisions. In today's macroeconomic environment, where clawback concerns weigh heavily on fund managers and CFOs, understanding how distribution timing affects partner compensation has become crucial for comprehensive scenario analysis.
By partnering with the right provider and asking the right questions, GPs can transform a complicated administrative burden into a strategic advantage, ensuring accuracy, transparency, and valuable insights that support both operational excellence and strategic decision-making.