Limited partners
What should an LP clarify about the distribution waterfall of a first-time venture manager?
a first-time venture manager: A distribution waterfall defines how proceeds are allocated under the specific agreement.
A distribution waterfall defines how proceeds are allocated under the specific agreement. Carry percentages are incomplete without the base, return-of-capital rules, timing, deductions, and any other conditions. Deal-level and fund-level arrangements may behave differently.
Start with the decision
Ask a qualified adviser to map the governing provisions to a worked example. Label every simplifying assumption. Include a low or zero-profit case, and ask how prior distributions, losses, escrow, or clawback provisions affect actual payments.
The illustrative scenario
This is an educational workbook. The company or fund and all numerical inputs below are fictional. They are not ADIN results, customer claims, market benchmarks, or a forecast.
The fictional manager is raising a first independent fund after working on investments at another firm. The pitch includes several prior deals, but the LP has not yet verified the manager's role or permission to use those examples.
A prior employer's portfolio is not automatically an attributable personal track record. Separate sourcing, analysis, investment authority, board work, and realized outcomes for each deal.
A deliberately simplified one-period waterfall
Assume a fictional one-period arrangement with $18,000,000.00 of proceeds. For this exercise only, return $10,000,000.00 of capital, deduct $200,000.00 of expenses, then apply an invented 20% carry share to the remaining $7,800,000.00. The carry calculation is $1,560,000.00. Proceeds after the modeled expenses and carry are $16,240,000.00.
The 1.8-times proceeds assumption is not a return target or forecast, and the 20% rate is not a statement of any particular fund's terms. This simplified model has no preferred return, catch-up, recycling, prior distributions, escrow, clawback, or other provisions. A real waterfall can require substantially different calculations and qualified document review.
Compare the proposed independent fund's work with the manager's actual prior responsibilities. Explain where the new role requires capabilities not shown by the old one. Replace the proceeds with a case that has no eligible profit and observe that the modeled carry is zero. Keep the possibility of losses and delayed or absent distributions visible. The lesson is to define the base and sequence before comparing percentages, not to infer an expected payment from a promising portfolio.
| Item | Illustration |
|---|---|
| Fictional proceeds available | $18,000,000.00 |
| Assumed capital returned first | $10,000,000.00 |
| Assumed expense deduction | $200,000.00 |
| Remaining eligible profit in this model | $7,800,000.00 |
| Invented 20% share of that profit | $1,560,000.00 |
| Proceeds after expenses and carry | $16,240,000.00 |
| Carry when eligible profit is zero | $0.00 |
Use this worksheet
Answer the questions with a source, date, owner, and next action. Mark an unknown as unknown. Use public or permissioned information and involve a qualified specialist when a question requires expertise beyond the team’s competence.
- What proceeds are eligible?
- What is returned first?
- What deductions apply?
- When can carry be paid?
- What happens if later results change?
Questions specific to this scenario
- Which decisions were actually theirs?
- Who can verify the attribution?
- What is missing from the independent operating plan?
Request a role-by-deal table, permissioned references, dated evidence of decisions, and clear realized versus unrealized figures. Keep unavailable evidence visible instead of filling gaps with estimates.
A concrete next test
Choose one successful prior investment and one unsuccessful example from the relevant set. Ask the manager to specify their role and obtain permissioned corroboration. Compare the work shown with the responsibilities they would hold in an independent fund, including decisions not previously theirs.
Interpret the result
An illustration teaches the question structure and arithmetic under stated assumptions. It does not describe every fund, predict a payout, or interpret the legal effect of a real waterfall.
Compare the proposed independent fund's work with the manager's actual prior responsibilities. Explain where the new role requires capabilities not shown by the old one.
Sources and method
These primary resources provide background for the concepts. The fictional scenario, calculations, and worksheet are ADIN educational examples; the sources do not report or validate those invented results. Reviewed October 11, 2026.