DATABASE//LEGAL-COMPLIANCE//FUND ADMINISTRATION: CARRIED INTEREST CALCULATION ON ILLIQUID TOKENS
Module Execution // LEGAL & TAX / FUND OPERATIONS

Fund Administration: Carried Interest Calculation on Illiquid Tokens

REF_ID: LSSN_FUND-ADM
LAST_AUDIT: January 7, 2026
EST_TIME: 17 Minutes
REFERENCE_NOTE

The Executive Verdict

How do crypto VC funds calculate carry on locked or vesting tokens? The Verdict: Never pay carry on "Paper Gains." • The Rule: Carry crystallizes ONLY upon a Realization Event (Liquidity or Sale). • The Valuation: Apply a Discount for Lack of Marketability (DLOM) of 20-40% for NAV reporting on locked assets. • The Method: Use "Distribution in Kind" (DIK) to pay LPs and GPs in tokens, avoiding forced cash sales that crash the market.
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1. The Valuation Problem: Spot Price vs. Fair Value

If a token trades at $10 but your allocation is locked for a year, it is NOT worth $10. Under ASC 820, you must apply a discount (DLOM). Valuing it at spot price inflates NAV and triggers fake performance fees.

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2. Distribution in Kind (DIK): The Gold Standard

Don't sell for cash. VCs should distribute the tokens directly to LP/GP wallets (80/20 split). The "Tax Event" happens at the block height of the transfer. This avoids slippage and aligns incentives.

VISUAL_RECON

Waterfall Diagram. 'Vested Tokens' flow into two buckets: LP Wallets (80%) and GP Wallet (20%). No 'Cash Conversion' step exists.

Architectural Wireframe // CW-V-001
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3. The "Tax Distribution" Clause

Risk: GP gets $1M in tokens but owes $400k in cash tax. Solution: The LPA must allow the Fund to sell enough tokens to cover the GP's tax liability before interacting, ensuring solvency.

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4. Side Pockets: Segregating the Illiquid

Keep liquid assets (BTC) separate from illiquid SAFTs. Create 'Side Pockets' so new LPs don't buy into locked gains, and departing LPs can't demand cash for assets that don't exist yet.

Stop Reading, Start Building

Theory is dangerous without execution.

Tagging Taxes in QuickBooks & KYC Checklists. Watch the step-by-step video guide in the The Compliance Course ($49).

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5. The "Clawback" Nightmare

If you take carry in Year 1 (Bull) and lose it all in Year 2 (Bear), you owe the money back. Defense: Hold 30-50% of carry in an Escrow Buffer until the fund winds down.

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6. Operational SOP: The Fund Admin Sync

Admins need data. 1. Tag Wallets (Inventory vs. Vesting). 2. Consistent Oracle Pricing (Midnight UTC). 3. Upload Legal Vesting Schedules to the admin portal.

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7. Managing "Airdrops" and Staking Rewards

Staking income increases NAV. Fix: Classify rewards as 'Unrealized' until claimed. Use a High-Water Mark strictly on Net Appreciation, not just yield.

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8. Case Study: The "3AC" Effect

3AC treated locked GBTC as cash equivalent. They leveraged against 'Paper Gains.' When liquidity vanished, they collapsed. Lesson: Liquidity is the only truth.

LIABILITY_CHECK

⚠️ The Phantom Carry

If you calculate 20% carry on a locked token trading at $10, and it unlocks at $0.50, you have overpaid yourself and owe a massive debt. Never modernize carry before liquidity.

F.A.Q // Logical Clarification

Can I pay my Fund Admin in tokens?

"Rarely. Most require USD, creating 'Cash Drag' on the fund. Raise a fiat Management Fee to cover this."

What is the Hurdle Rate?

"Typically 8%. You must return 100% principal + 8% interest to LPs before taking carry."

How to distribute to 100 LPs?

"Use a Merkle Distributor (Claim Contract). Let LPs pay the gas to claim their share."

Official Training Material

Master The Process

You've read the theory. Now master the execution. Get the complete The Compliance Course tailored for this exact framework.

INCLUDES: VIDEO TUTORIALS • TEMPLATES • SOP CHECKLISTS

Module ActionsCW-MA-2026

Institutional Context

"This module has been cross-referenced with Legal & Tax / Fund Operations standards for maximum operational reliability."

VECTOR: LEGAL-COMPLIANCE
STATUS: DEPLOYED
REVISION: 1.0.4