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Carry Mechanics

How carried interest is defined, sized, timed and governed: carry level and basis, carry on net versus gross profits, realized versus unrealized gains, crystallization, carry points, and the key-person and removal provisions that decide who keeps it.

Who this is for

You are modeling or negotiating how carried interest works in a fund — what the GP is entitled to, measured against what, realized when, and forfeited how.

What is carried interest, and what is it actually calculated on?

Carried interest is a share of a fund's profits rather than a fee, and the headline percentage is the settled part of the bargain. What gets negotiated is the base the percentage applies to: whether carry accrues on net or gross profits, on committed or invested capital, on realized gains alone or on unrealized marks, and whether it crystallizes when a position moves into a continuation fund.1,2

Source ILPA, ILPA Model Limited Partnership Agreement — Whole-of-Fund Waterfall (July 2020) · ILPA, Industry Intelligence Report — "What's Market in Fund Terms?" (2021)

Carried interest is a share of a fund's profits, not a fee — and almost every consequential disagreement about it comes from that distinction rather than from the percentage. The percentage is the settled part: ILPA's empirical work puts 20% at roughly seven funds in ten. What is negotiated is everything the percentage is applied to. Whether carry accrues on net or gross profits, on committed or invested capital, on realized gains alone or on marks, and whether it crystallizes at a continuation-fund sale are each worth more than a point of carry, and each is decided in a different clause. This hub takes them one at a time.

Straight answers

Every question below was observed in a live People-Also-Ask box for a carry search term. None were invented to fill a page.

What is carried interest in simple terms?

Carried interest is the general partner's share of a fund's investment profits — typically 20% — paid only after limited partners have received their capital back and any preferred return. It is a profit share rather than a fee: it is an allocation of the partnership's gain, which is why it is documented in the distribution provisions of the limited partnership agreement and not in a fee schedule. If the fund does not make a profit above the agreed threshold, there is no carry to pay.

Sources: ilpa-model-lpa-wof · ilpa-model-lpa-wof-ts · ilpa-fund-terms-2021

How does 20% carried interest work?

A 20% carry entitles the general partner to 20% of the fund's profits once the limited partners have been returned their contributed capital and their preferred return, with the remaining 80% going to the limited partners. The 20% is the easy half of the term. What determines the actual amount is the base it applies to — profits measured net or gross of fees and expenses, on committed or invested capital, and on realized proceeds or on unrealized marks — and each of those is negotiated in a separate clause.

Sources: ilpa-model-lpa-wof · ilpa-fund-terms-2021 · metrick-yasuda

Are carried interest and performance fees the same?

No — carried interest is an allocation of partnership profit, while a performance fee is a fee paid for services, and the distinction is structural rather than semantic. Carry is a distributive share under the partnership agreement and retains the character of the underlying gain; a fee is ordinary compensation for services. That difference drives the tax analysis, and it is the reason the disguised-payment-for-services rules exist at all.

Sources: irc-707 · prop-reg-dpfs · morganlewis-carry-vesting

What is a carried interest fee?

There is no such thing as a carried interest fee — the phrase merges two different payments, and the merger is where errors start. Carried interest is a share of profits allocated to the general partner; the management fee is a separate, periodic charge for operating the fund, paid whether or not the fund profits. A hedge fund's incentive allocation is a third construct again. Reading a term sheet requires keeping them apart.

Sources: irc-707 · prop-reg-dpfs · cooley-fee-waiver-regs

What does charge 2 and 20 mean?

"2 and 20" is market shorthand for a 2% annual management fee and a 20% carried interest, not a defined term with a standard-setter behind it. It is worth treating as shorthand rather than as a term of art, because the phrase conceals every variable that matters: what the 2% is charged on and whether it steps down after the investment period, and what base the 20% applies to and whether a preferred return sits ahead of it. Two funds both described as 2-and-20 can pay materially different amounts.

Sources: metrick-yasuda · ilpa-fund-terms-2021

What is the 2 and 20 rule in finance?

It is not a rule — it is a widely used shorthand for a 2% management fee plus 20% carried interest, and nothing requires or standardises it. No regulator, statute or standard-setter defines the phrase. The 20% carry level is genuinely common, and the 2% management fee is a starting point that varies with fund size and steps down after the investment period in most funds that use it.

Sources: metrick-yasuda · ilpa-fund-terms-2021

Why is carried interest so controversial?

The controversy is about tax character: carry is a share of partnership profit, so it can carry the long-term capital gain character of the fund's underlying investments rather than being taxed as ordinary compensation income. Critics read that as compensation for managing other people's money taxed at investment rates; defenders read it as an ordinary partnership allocation that should follow the character of the gain it represents. Section 1061 narrowed the treatment in 2017 by extending the required holding period for applicable partnership interests to three years.

Sources: ilpa-model-lpa-wof · metrick-yasuda · irc-1061

What does 20% carried interest mean?

A 20% carried interest means the general partner receives 20 cents of every dollar of profit the fund produces — not 20% of the fund, and not 20% of what it distributes. The share is taken only after limited partners have received their contributed capital back and any preferred return, so it is a claim on gain rather than on proceeds. ILPA's 2021 survey of fund terms found a 20% rate at 71% of sampled funds, which makes it the market level rather than a rule. What is actually negotiated is the definition of the profit the 20% is applied to.

Sources: ilpa-model-lpa-wof · ilpa-fund-terms-2021 · metrick-yasuda

What does 15% carried interest mean?

A 15% carried interest entitles the general partner to 15% of the fund's profits and leaves 85% to the limited partners, once they have received their contributed capital and any preferred return. It is a rate below the market level: ILPA's 2021 survey of fund terms found 20% at 71% of sampled funds, so a 15% carry is a negotiated departure rather than a variant of the standard. Five points of rate is worth less than it looks, though — whether carry accrues on net or gross profits, and on committed or invested capital, moves more money than the difference between 15 and 20.

Sources: ilpa-model-lpa-wof · ilpa-fund-terms-2021 · metrick-yasuda

Do you pay taxes on carried interest?

Yes — carried interest is taxable to the general partner, allocated through the partnership and reported on a Schedule K-1 rather than a Form W-2. There is no exemption; what the long-running argument is about is character, not liability. Because carry is a distributive share, its income keeps the character of the partnership's underlying items, so gain on a qualifying long-held asset arrives as long-term capital gain. Section 1061 narrows that by requiring a three-year holding period for applicable partnership interests, and gain on assets held three years or less that would otherwise be long-term is recharacterized as short-term and taxed at ordinary rates.

Sources: ilpa-model-lpa-wof · irc-1061 · irs-pub-541

What is the 2 for 20 rate in private equity firms?

There is no "2 for 20" rate — the phrase is a garbling of "2 and 20", and it names two separate charges rather than one rate: a 2% annual management fee and a 20% carried interest. Nothing is charged at a combined rate, and the two are paid by different mechanisms at different times, the fee periodically out of capital and the carry out of profit at distribution. No regulator or standard-setter defines the shorthand. ILPA's 2021 survey found a 20% carry at 71% of sampled funds; the fee side varies with fund size and usually steps down after the investment period.

Sources: metrick-yasuda · ilpa-fund-terms-2021

In depth

Carry mechanics

Carry definition

What carry is, and the three things it is routinely confused with — a performance fee, a management fee, and the market shorthand that bundles both.

Carry timing

When carry accrues, when it is paid, and what happens to unrealized gain. Timing decides whether a clawback is ever needed.

Market phrases, labelled as such

These are real market usage with no standard-setter behind them. They are defined here because readers meet them in term sheets, and no citation attaches to the phrase itself — only to the sourced mechanic underneath it.

  • "2 and 20"

    no citation may attach to the market phrase; cite only the sourced mechanic