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Deal-by-deal carry plans – 4 questions all GPs should be asking their fund administrator

27 August 2025

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:

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.

The Citco group of companies’ (Citco) Waterfall™ tool allows clients to customize and calculate forward-looking investor distributions and carried interest projections on demand. To learn more about Citco Waterfall, please get in touch.

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