Fund Operations

What are the mechanics of 'per deal carry' for Venture Partners when the fund hasn't generated enough returns?

Asked by:
Community Member
May 03, 2023
What are the mechanics for 'per deal carry' for Venture Partners? Specifically if the whole fund has not generated sufficient returns to pay a carry does the GP pay for the per deal carry if an exit occurs?
1 answer
Accepted Answer
Jun 29, 2023
Deal by deal carry, which is not recommended, is an arrangement where the fund grants an individual, usually a venture partner, a share in the upside generated by the performance of one or more deals allocated to that individual. This is struck as a carry share, where the percentage is calculated against the total carried interest for the fund. For example, if a venture partner has 10% deal by deal carry on a fund that has a 20% total carried interest, then the venture partner would receive 2% of the proceeds from the deal.

The returns from deal by deal carry depend on the waterfall defined in the limited partner agreement, which are either the American or European waterfall. However, deal by deal carry is not recommended for three major reasons.

First, it is technically difficult to administer because of how different carry waterfalls work within a fund. As an example, a single deal may have positive returns while the total fund may not be in carry, so then a venture partner expecting a return may get nothing.

Second, in the United States, the most popular fund domicile, the underlying structure of granting deal by deal carry violates the 409a tax code for deferred compensation and places the whole general partner entity at risk for a very high tax and penalty rate (>50%).

Third, the underlying premise of granting deal by deal carry is that the associated person, often a venture partner, will add value around the deal in question, and often this expectation does not match reality.

As a result, Decile Group and VC Lab do not support deal by deal carry. Instead, the fund is encouraged to make anyone that they might offer deal by deal carry into a regular venture partner with a smaller carry share.

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