Fund Administration: Carried Interest Calculation on Illiquid Tokens
The Executive Verdict
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.
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.
Waterfall Diagram. 'Vested Tokens' flow into two buckets: LP Wallets (80%) and GP Wallet (20%). No 'Cash Conversion' step exists.
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.
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.
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.
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.
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.
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.
⚠️ The Phantom Carry
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."
Module ActionsCW-MA-2026
Institutional Context
"This module has been cross-referenced with Legal & Tax / Fund Operations standards for maximum operational reliability."