Platform Carry vs GP Carry in an SPV

Platform carry vs GP carry are two different claims on the same SPV waterfall. Platform carry is a vendor’s cut of deal economics, charged by the admin or formation platform. Allocations publishes 0% platform carry. GP carry is the sponsor’s promote in the operating agreement — a deal term you negotiate with LPs, not a line item you buy from a software SKU.

This article explains how to read those two concepts so you do not mix a vendor invoice with a partnership allocation. It is not investment advice, not a prediction of returns, and not a tax opinion on carried interest. Confirm live prices on Allocations fees and confirm tax treatment with a tax advisor.

Two different claims, one waterfall

An SPV is usually a Delaware LLC. Members take economics in the order the LLC agreement states: expenses, return of capital, an optional preferred return, then a split that includes the sponsor promote. That last split is GP carry (also called sponsor carry or the promote). It is a partnership allocation among members.

Platform carry sits outside that member bargain unless you have written the vendor into the waterfall. It is the admin platform taking a percentage of carry, a percentage of proceeds, or a percentage of the promote as compensation for running the vehicle. It is a commercial term between GP and vendor, not a default rule of Delaware LLC law.

If you do not separate the two, you cannot answer an LP’s first fee question: “What does the platform take, and what do you take?” Those are different numbers. One belongs on a vendor fee page. The other belongs in the operating agreement.

For the mechanics of the promote itself — catch-up, waterfall, and how carry shows up on a K-1 — use Carried interest explained. This page is only the platform-versus-sponsor split.

What platform carry is

Platform carry is how some vendors price administration: instead of (or in addition to) a cash fee, they take a slice of the deal. The slice might be described as “X% of carry,” “X% of proceeds,” or “a share of the GP promote.” Whatever the label, the economic result is the same. Part of what LPs think of as deal upside is diverted to the vendor.

That diversion is why GPs ask about platform carry vs GP carry before they pick a stack. A cash admin fee is visible at close. A percentage of future proceeds is not visible until an exit, and it compounds with whatever promote the GP already promised.

Platform carry is not required by securities law. It is not an SEC form. It is not a FINRA markup rule. It is a vendor commercial term. If a platform does not take it, they say so on the fee page. If they do, you should be able to find the percentage in their current schedule — not in a blog post from three years ago.

Allocations’ published position, fetched 2 Sep 2026 from the live fees page (and restated on /banking): 0% platform carry. Administration is priced in cash (Standard SPV $9,950 one-time; Premium SPV $19,500 one-time; Fund $19,500/year; additional fees may apply). The vendor does not take a percentage of the promote.

If you are comparing stacks, read each vendor’s current fee schedule. Do not paste an old competitor number into a memo. Allocations publishes a side-by-side at AngelList vs Allocations; for anyone else’s carry policy, go to that vendor’s live schedule.

What GP carry is

GP carry is the sponsor’s share of residual profits after the waterfall conditions in the LLC agreement are met. Typical deal SPVs still use a promote (often discussed in market practice as a percentage of profits after returned capital). The percentage, the catch-up, any hurdle, and whether the manager also pays a management fee are negotiated terms. They are not SKUs.

Allocations does not sell “20% GP carry” or “0% GP carry” as a product. The SPV templates include an operating agreement in which the parties set those economics. What Allocations prices is administration: investor caps, closes, asset type, term. Standard SPV (fetched 2 Sep 2026): $9,950 one-time, up to 35 investors, one close, VC assets, five-year term, additional investors +$100 each. Premium SPV: $19,500 one-time, up to 50 investors, multiple closes ($2,000 per extra close; one included), any asset type. Additional fees may apply.

That is the point of platform carry vs GP carry: one is a vendor cut you can refuse by choosing a 0% platform. The other is a sponsor-LP bargain that exists whether you formed the LLC on a platform or in a law-firm binder.

GP carry also has tax and securities overlay that this article will not pretend to resolve. Special allocations must be respected under the partnership rules; IRS Publication 541 (rev. Dec 2025; fetched 2 Sep 2026) is the IRS’s partnership primer and states that a partnership is generally not a taxable entity and that partners include their share of income as determined under the Code and the partnership agreement. Whether a given promote is “carried interest” for a particular filer is a fact-specific tax question. Use a tax advisor. Do not treat a blog percentage as a tax election.

How to keep the two off each other’s invoices

A clean close memo states both numbers in one paragraph: “Admin is a cash fee of $9,950 (or $19,500). Platform carry is 0%. GP carry is [the percentage and hurdle in the OA].” If you cannot fill the third sentence from the draft LLC agreement, stop and fix the draft. Do not assume the platform “handles carry” as a product.

Emerging managers in particular get this backwards on the first vehicle: they shop platforms on cash price, ignore a vendor percentage, then discover at exit that the promote they quoted LPs is sharing a third seat at the table. Read what a top SPV platform charges in 2026 as a process piece. Confirm dollars on live schedules.

Cash admin fees are not carry

Carry is a percentage of economics. Admin is a bill. Mixing them is how “all-in cost” slides become fiction.

On Allocations, as of 2 Sep 2026, the cash side includes the one-time SPV fee or the $19,500/year Fund subscription, extra investors at +$100, extra Premium closes at $2,000, tranched capital calls at $2,500/call, and distribution pricing at liquidity (Standard $5,000 cash; Premium $12,000 + $0.075/share; Custom $12,000 + $0.10/share). Additional fees may apply. None of those lines is platform carry. Platform carry is the percentage that is not there: 0%.

GP carry does not replace those cash fees. A sponsor who takes a promote still pays administration. A platform that takes 0% platform carry still invoices the SKU. LPs should see both.

Distribution is also not carry. Carry is an allocation of profit. A distribution fee is what the administrator charges to run the waterfall, wires, and share movement when an asset realizes. See fees for the published distribution schedule. For the GP workstream after an exit, use the distributions insight linked from that page’s neighboring articles; the economics of the promote still come from the OA.

How LPs will test the sentence

Sophisticated LPs will ask three follow-ups. Have answers that match documents, not marketing:

1. Does the platform take a percentage of proceeds or of the GP promote? Allocations: no. Published 0% platform carry.

2. Is GP carry in the OA, and is it the same percentage you used in the teaser? If the teaser said one number and the draft OA says another, the OA wins. Fix the teaser.

3. Does anyone else sit in the promote? Side letters, a sourcing partner, a prior manager, a carry-splitting LLC. List them. Platform carry would have been one more name on that list.

None of this is a return forecast. A 0% platform does not make the deal better or worse as an investment. It only means the vendor is not a residual claimant. GP carry does not make the deal better or worse either; it is how the sponsor is paid if there are residual profits. Do not use this page to pitch performance.

If you are still choosing a vehicle type, the SPV page is the product surface for deal-by-deal administration. Fund economics (including a sponsor promote at fund level) live on a different SKU at $19,500/year, with 249 VC or 99 non-VC investors and unlimited closes. The same 0% platform-carry statement applies; the GP promote is still a document term.

Read platform carry vs GP carry once, write both into the close memo, and stop treating the vendor as a silent partner.

What is the difference between platform carry vs GP carry?

Platform carry is a vendor’s percentage of SPV economics. GP carry is the sponsor’s promote in the operating agreement. Allocations publishes 0% platform carry. GP carry is negotiated with LPs and is not a platform SKU.

Does Allocations take platform carry on an SPV?

No. Allocations publishes 0% platform carry (fetched 2 Sep 2026 from allocations.com/fees and /banking). Administration is billed as cash fees. Additional fees may apply to other line items; none of those is a carry percentage.

Is GP carry included in the $9,950 or $19,500 SPV fee?

No. Those figures are administration SKUs on /fees (Standard $9,950 one-time; Premium $19,500 one-time). GP carry is set in the LLC agreement. Paying the admin fee does not buy, cap, or waive the sponsor promote.

If platform carry is 0%, does that change GP carry?

No. Zero platform carry means the vendor is not a residual claimant. The sponsor and LPs still set the promote, hurdle, and catch-up in the operating agreement. Changing vendors does not rewrite that bargain unless you also amend the OA.

Where should I document both numbers for LPs?

Put platform carry (here, 0%) next to the cash admin fee in the close memo, and put GP carry in the operating-agreement waterfall. If you compare vendors, use each firm’s current fee schedule and Allocations’ /fees page rather than old blog figures.