A $1M SPV with 20% carry on a 10x gross exit pays LPs approximately $8.2M net โ not $10M. Most people investing in SPVs have never run this math.
SPVs (Special Purpose Vehicles) are deal-by-deal investment vehicles โ single-purpose LLCs that pool LP capital into one company, appearing as a single clean line on the cap table. They have exploded in popularity โ AngelList alone has facilitated billions in SPV volume across thousands of individual deals โ but the fee structures, carry mechanics, and return modeling are often buried in legal docs most LPs never read closely. This post gives you the full SPV calculator framework with real numbers.
SPV Calculator: The Core Model
The SPV return formula is straightforward. The variables that matter: invested capital, gross exit multiple, carry rate, hurdle rate (if any), and platform/admin fees.
Here is the base formula: Net LP proceeds = (Gross exit proceeds โ Carry on profits) โ Admin fees. Carry is calculated only on profits above cost basis. If there is a hurdle rate (rare in deal-by-deal SPVs), carry only kicks in above that threshold.
| Scenario | Invested | Gross Exit | Gross MOIC | Carry (20%) | Net LP Proceeds | Net MOIC |
|---|---|---|---|---|---|---|
| Modest win | $500K | $1.5M | 3x | $200K | $1.3M | 2.6x |
| Good outcome | $500K | $5M | 10x | $900K | $4.1M | 8.2x |
| Breakout | $500K | $15M | 30x | $2.9M | $12.1M | 24.2x |
| Write-off | $500K | $0 | 0x | $0 | $0 | 0x |
20% carry, no hurdle rate, no management fee. Admin fees (~$10K) excluded for simplicity.
SPV Fee Structures by Platform
The fee structure varies significantly by platform. Here is what you actually pay on the major SPV platforms as of 2026:
- โขAngelList SPV: ~$8Kโ$12K setup + 1% platform fee on capital raised + $2K/year admin. Most common for deal-by-deal VC SPVs under $5M.
- โขCarta Launch: $8Kโ$10K flat setup, no percentage platform fee. Annual admin $2Kโ$3K. Better economics for larger SPVs where 1% bites.
- โขAssure: $6Kโ$10K setup depending on complexity, $2Kโ$4K/year. Known for handling SPVs with complex terms or foreign investors. No percentage fee.
- โขSydecar: $3Kโ$8K setup, no percentage platform fee. Growing operator-led syndicate platform โ among the cheapest ways to stand up a small deal-by-deal SPV.
- โขAllocate: $5Kโ$8K setup, $1.5Kโ$2.5K/year. Newer entrant, competitive pricing, focused on emerging managers. Minimum LP check sizes $25K.
- โขCustom (law firm only): $15Kโ$30K in legal fees with no ongoing platform. Uncommon for deals under $10M โ overhead exceeds economics.
On a $1M SPV, AngelList's 1% platform fee costs $10K โ the same as setup. On a $5M SPV, that fee becomes $50K, at which point Carta or Assure flat-fee structures are more LP-friendly. I've run SPVs on multiple platforms and the platform fee structure is one of the first things sophisticated LPs ask about.
How to Use the SPV Calculator as an LP
Before wiring capital into any SPV, run three scenarios: base case (2xโ3x gross), bull case (10x+ gross), and write-off (0x). The write-off scenario is the most instructive โ because for most single-company bets, it is the modal outcome. Per CB Insights data, roughly 70% of VC-backed startups that raise seed rounds never return investor capital.
The bull case math matters too. At 20% carry on a 30x gross return, the GP captures 20% of the 29x profit above basis โ roughly 5.8x of the 30x gross. LPs receive ~24.2x net. That is still an exceptional outcome, but understanding the GP's economics helps you evaluate alignment. A GP who negotiates 25% carry on a breakout deal is taking 7.25x of the same 30x outcome โ real money that compounds across a portfolio.
The most useful SPV calculator metric is expected value: probability-weight your scenarios. If you assign 60% to a write-off, 30% to a 2x net, and 10% to a 10x net, your expected MOIC is (0.6 ร 0) + (0.3 ร 2) + (0.1 ร 8.2) = 1.42x. That is below what you could earn in public markets with far less liquidity risk โ which is why deal selection and GP access matter enormously in SPV investing.
You can track live SPV structures and VC fund economics on the SPV Dashboard at Value Add VC, including carry percentages, minimum checks, and platform comparisons across active SPVs.
Carry Structures That Differ From the Standard 20%
Not all SPVs charge 20% carry. Here is the actual range I see across deal types:
- โข10% carry: Common for well-known operators or repeat GPs who can compete on terms. Signals strong LP demand โ GP is giving up economics to close larger checks faster.
- โข15% carry: Middle ground increasingly popular with syndicate leads on AngelList. Signals moderate pricing power โ GP has access but not scarcity.
- โข20% carry: Standard market rate. Found across the majority of SPVs โ this is the default you should assume unless explicitly told otherwise.
- โข25%โ30% carry: Premium structures for GPs with verified track records, exclusive deal access, or late-stage secondary SPVs where the deal itself has lower risk. Rare but exists โ model it carefully before committing.
- โขCarry + management fee: Some SPVs layer a 1%โ2% management fee (annualized on committed capital) on top of 20% carry. This is LP-unfavorable โ the management fee compounds the fee drag before you get to carry. Avoid unless the deal is exceptional.
What a Full SPV Return Model Looks Like
Here is a complete worked example for a $2M SPV investing in a Series B company at a $100M post-money valuation:
Setup: $2M raised, $10K AngelList setup + $20K platform fee (1%), $2K/year admin. Total year-one costs: ~$32K โ usually charged to SPV, reducing deployable capital to ~$1.97M.
Investment: $1.97M deployed at $100M post-money โ 1.97% ownership. Company exits at $1B (10x post). LP share of exit: $1.97M ร 10 = $19.7M gross.
Carry calculation: Profit = $19.7M โ $2M basis = $17.7M. GP carry at 20% = $3.54M. LP net proceeds = $19.7M โ $3.54M = $16.16M.
Net MOIC for LPs: $16.16M / $2M = 8.08x โ not 10x, but still a strong outcome that most LPs would take all day. The key insight: a 10x gross investment is an ~8x net investment after standard 20% carry.
Who Runs SPVs โ and When an SPV Beats a Fund
In my experience leading and investing in SPVs across 65+ investments, the best deal leads fall into three distinct categories:
Operators & Ex-Founders
Get early access through personal networks, often before traditional VCs. Their operational credibility lets them add value post-close.
Emerging Fund Managers
Use SPVs as a proof-of-concept before raising a dedicated fund. Three to five strong SPVs with realized returns is the best LP pitch you can make.
Established Funds
Run SPVs for follow-on rounds above their pro-rata or outside the fund mandate โ letting LPs co-invest in their best performers.
The SPV-vs-fund decision comes down to economics and where you are in building a track record:
SPV Advantages
- โ LPs know the specific deal โ no blind pool
- โ No ongoing management fee pressure
- โ Easier to raise: one deal story vs. a 10-year fund thesis
- โ Fast to set up โ close in days on modern platforms
- โ Best track record builder for emerging managers
Fund Advantages
- โ Recurring management fee (1.5โ2.5% annually)
- โ Blind pool gives GP full discretion on deals
- โ Portfolio construction and diversification built in
- โ LPs commit once โ no deal-by-deal fundraising fatigue
- โ Better for consistent deal flow at scale
For founders, an SPV on your cap table is usually neutral-to-good: capital arrives as a single clean line, reducing the shareholder relationships you manage. The key diligence question is whether the SPV holds a pro-rata right to future rounds โ if it does, and dozens of LPs sit behind it, that right can create drag in future financing conversations. And for emerging managers, the standard playbook still holds: run 3โ5 SPVs, build realized or marked-up performance, then raise the dedicated fund โ most sub-$50M funds I track at Value Add VC were preceded by at least one successful SPV.
Every gross return number a GP shows you is a lie by omission. The only number that matters is net LP MOIC after carry, fees, and the time value of locked-up capital.
Explore live SPV structures and fund economics on the SPV Dashboard and VC Performance Tracker at Value Add VC. Originally published in the Trace Cohen newsletter.