Co-Investment SPV Setup Pack
Three documents and three sheets that price the vehicle's own administrative cost against its carry before you call the first dollar of capital.
Free download · No account needed
Cost and Fee Analysis
[Vehicle], [Deal] — Administrative Cost vs. Carry
Total administrative cost across the hold, priced against carry at more than one exit outcome, before capital is called.
| Cost Category | Amount |
|---|---|
| — | — |
| — | — |
| — | — |
The vehicle's own break-even multiple is where carry equals administrative cost, not the multiple everybody hopes for.
Thistledown Syndicate raised $275,000 from nine participants for a single-company SPV into Cairnwell Diagnostics, priced with no management fee and a 20 percent carry. Formation plus three years of registered agent, bookkeeping and K-1 preparation ran $17,800. At the deal's actual 1.2x exit, that $17,800 exceeded the entire $11,000 carry: Thistledown lost money running the vehicle in a year its investors were paid a profit.
Every SPV formation guide lists the same steps: form the entity, draft the operating agreement and subscription documents, run KYC, call capital, report quarterly, distribute at exit. None of them price those steps against what the vehicle itself will plausibly return. A Reg D offering must file Form D within 15 days of the first sale, and every partner in a multi-member LLC or LP receives a Schedule K-1 each year it operates, so cost scales directly with participant count.
The Cost and Fee Analysis sheet runs both numbers before the SPV closes: total administrative cost across the expected hold, and sponsor carry across a range of plausible exit multiples, not just the one everybody hopes for. At Thistledown's actual outcome the vehicle cost more to run than the carry it produced. At a stronger 1.6x exit, administration still consumed 54 percent of carry. The check runs before capital is called, when bundling into an existing fund or a flat-fee platform is still a real option instead of a regret.
What's in the pack
Cost and Fee Analysis
Total administrative cost across the expected hold, priced against sponsor carry at a soft case, a base case and a strong case, plus the exact multiple at which carry equals that cost
Participant Register
One row per participant with commitment, percentage of the vehicle, subscription and accreditation status, and funded date, reconciled to the raise the cost analysis assumed
Distribution Waterfall
Return of capital and profit split at the actual exit, reconciled to the cent, then compared back to the administrative cost the vehicle actually cleared or did not
Participant Communication
The deal, the vehicle's terms and this participant's allocation, including a plain statement of what the vehicle is expected to cost to administer over its hold
Subscription Pack
The cover checklist naming what a participant returns to subscribe: the signed agreement, accreditation evidence and tax forms, once counsel's documents exist
Reporting Format
The periodic update while the vehicle holds the position, with actual expenses run against the original projection rather than left to surface at the K-1
How it works
- 1
Open in River, or download it
Open the pack in River and let the agent price the vehicle against its own economics, or download the blank Word and CSV files instantly.
- 2
Send the deal, the participants and the terms
The raise size, the participant list with commitments, the fee and carry terms, and whatever you already know about formation and administration costs.
- 3
Price it before you call capital
Total administrative cost across the expected hold, then run it against carry at a soft case, a base case and a strong case, not just the multiple you are hoping for.
- 4
Administer it, then settle at exit
Build the register once participants are real. Call capital the way a fund's own notice would if there is more than one tranche, and report on the same cadence a quarterly LP package does until there is something to distribute.
Frequently asked questions
Is this template free?
Yes. The Cost and Fee Analysis, Participant Register and Distribution Waterfall sheets, plus the Participant Communication, Subscription Pack and Reporting Format documents, download free with no account and no time limit. Edit with AI opens the same pack in River with an agent already primed to price your specific deal.
What does 'Edit with AI' actually do?
It creates a free account, installs this exact pack as a private space, and opens it with River already primed to ask for your deal size, participant list and terms. Nothing is shared with other sponsors, and the Cost and Fee Analysis runs on your actual numbers rather than this page's worked example.
What if the vehicle does not clear its own administrative cost?
That is a real, common outcome on a small raise, and it is not automatically a reason to walk away. It is a reason to decide with the number in view: proceed anyway for the relationship or the deal itself, bundle the co-investment into an existing fund, or use a lower-cost administration platform instead.
Does this replace the operating agreement or the subscription agreement?
No. Those are counsel's documents, and this pack does not draft them. The Subscription Pack is a cover checklist naming what a participant needs to return once counsel's agreements exist; the other two sheets are the numbers and administration underneath the paperwork.
Why does the administrative cost scale with the number of participants?
Because every participant in the vehicle receives their own Schedule K-1 each year it operates, and K-1 preparation is priced per participant rather than as a flat fee. Nine participants and three participants pay close to the same registered agent and bookkeeping bill, but not the same K-1 preparation bill.
Where do co-investment rights like this usually come from?
Often from a most favored nation clause or an explicit carve-out in an existing fund's side letters, which give a limited partner priority to co-invest alongside the fund above a stated deal size. When that right is exercised, this pack administers the resulting vehicle.
What format are the downloaded files?
Word documents for the Participant Communication, Subscription Pack and Reporting Format, and CSV for the Cost and Fee Analysis, Participant Register and Distribution Waterfall sheets. The documents open in Word, Pages and Google Docs. The sheets open in Excel, Numbers and Sheets with every column intact.
Find out if this vehicle is worth forming
Send the deal size, the participant list and the terms. The first pass prices the vehicle's own administrative cost against its carry.
Price my vehicle