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Sponsor Economics

How should sponsors explain their economics to investors?

By Michael Kaufman

They should explain fees, carry, promote, co-investment, hurdle, catch-up, expenses, reserves, and when each economic right is earned.1,2

Sponsor economics should be understandable before closing and reconcilable when cash is distributed. For sponsors, LPs, investors, and advisors evaluating sponsor compensation and alignment, the practical answer is to treat the question as part of fee design, carry and promote modeling, co-investment, reserves, governance, distribution timing, and incentive alignment, not as a one-off definition. The record should show the economics memo, governing documents, waterfall model, fee schedule, co-invest records, distribution examples, and investor disclosures so an investor, lender, counsel, administrator, or operating lead can reconstruct the decision later. Provide a simple economics memo and model example that match the legal documents and investor reporting language. The common failure mode is using market shorthand like carry or promote without explaining the exact calculation, timing, and investor impact.1,2

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Sources & References

  1. 1.Internal Revenue ServicePartnershipsIRS(Partnership tax and reporting context for private vehicles.)primary · tax-context · sponsor-economics
  2. 2.U.S. Securities and Exchange CommissionStarting a Private FundSEC(Private fund structure, capital call, adviser, and operating context.)primary · regulatory-context · sponsor-economics

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