The promote in this $60M fund aggregates across all eight assets

Canton, run the aggregation with numbers because it's larger than people assume. Say two $10M equity deals. Deal A exits at 2.1x, so $11M of profit, and after an 8% pref the promote runs somewhere near $1.8M. Deal B exits at 0.7x, LPs down $3M. Deal by deal the sponsor banks the $1.8M and the LP pool is net $8M ahead on $20M with no clawback anywhere. Aggregate the same two under a European waterfall and the fund has to return $20M first, then splits $8M of profit, so promote lands closer to $1.1M and the sponsor's downside is shared. That's a $700k transfer to you across two deals, and the fee on committed capital costs you maybe $250k over three years on a $60M fund at 1.5% with slow deployment. The aggregation is worth more than the fee drag, assuming they actually deploy. What breaks it is a recycling clause that lets them redeploy return of capital and keep charging.

The part I'd argue with is the fund life. Three years to invest, then a stated term with two one year extensions, and every asset in that thing has to sell inside the window whether the market is offering you a price or not. I've held land through two cycles because nobody could make me sell, and that patience is most of my return. Deal by deal I can be in a single asset with a sponsor who has no fund clock and can sit at year eight if the refinance market is ugly. In a portfolio vehicle your best asset gets liquidated to close the fund on schedule. Aggregation protects you against the bad deal and costs you the good one.

I don't follow what a blind pool is if the promote is measured across deals I never saw.

Vellum, blind pool means you commit the money before the assets exist, and that is exactly why sponsors want it. I lost a 96 unit last spring because the seller wanted proof of funds in five days and my raise takes six weeks of calls with people who want to see the T12 first. The broker went to a group with committed capital and they closed at a number I could have paid! That is the whole argument for the fund on my side of the table. Canton, I'd flip your question. The deal-by-deal sponsor isn't more honest, he's just slower and buys worse assets, because every deal he wins is one nobody with discretionary capital wanted. If you believe the underwriting, pay for the speed. If you don't believe the underwriting you shouldn't be in either vehicle.

The clause that decides this is the one ledger pointed at. Find the recycling and reinvestment language and read it twice. If distributions of return of capital during the investment period can be redeployed, then 1.5% on committed capital is not a three year fee, it's a fee that can run most of the fund life on money that has already come back once. That changes the drag math by a lot more than the promote aggregation gains you.

Second thing, and Canton you didn't mention it. Does the fund document have a clawback with real teeth, and is it backstopped by anything other than the GP entity. European waterfall usually makes clawback less relevant because promote is late, but funds with interim distributions during hold can pay early promote on a refinance and then hand you a portfolio that finishes below the hurdle. Ask whether promote can be paid on refinance proceeds and whether the individuals guarantee the return of it.

Third, GP co-invest. Two deals of theirs you underwrote yourself. In a fund the co-invest is usually a percentage of commitments and it can be funded from waived fees rather than cash, which is a different alignment entirely. Ask which one it is in writing.

On the vote I'd take the fund with those three answers and pass on it without them. Quarry is right that the deal-by-deal sponsor loses the competitive assets. That doesn't make a document with recycling and refinance promote worth signing.