Carried interest
Last updated
Quick Answer
Carried interest is the general partner's share of a fund's investment profits, paid only after limited partners have received their capital and any preferred return.1,2
What it is
Carried interest is an allocation of partnership profit rather than a fee for services. It is documented in the distribution provisions of the limited partnership agreement, it is contingent on the fund clearing an agreed threshold, and it retains the tax character of the gains it represents. The headline percentage is the least negotiated part of it.1,2
Operational context
What good looks like
Why It Matters
Almost every consequential disagreement about carry follows from its being a profit share and not a fee — including how it is taxed, when it can be paid, and whether it can be clawed back.1
Common mistakes
Term Family
Related Questions
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.
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.
How does a carried interest loophole work?
The "loophole" framing describes carried interest being taxed at capital gains rather than ordinary income rates, because it is a partnership profit share rather than a salary — but the legislative position is routinely misstated.
How does vesting work for carried interest?
Carry vesting determines how much of an individual's allocated carry they keep if they leave the firm, typically by earning the entitlement in instalments over a period of years.
Frequently Asked Questions
What is Carried interest in venture capital?
Carried interest is an allocation of partnership profit rather than a fee for services. It is documented in the distribution provisions of the limited partnership agreement, it is contingent on the fund clearing an agreed threshold, and it retains the tax character of the gains it represents.
Why is Carried interest important for startups?
Understanding Carried interest is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
Sources & References
- 1.ilpa-model-lpa-wof — ILPA Model Limited Partnership Agreement — Whole-of-Fund Waterfall (July 2020)ILPA Model Limited Partnership Agreement — Whole-of-Fund Waterfall (July 2020)ILPA(Carried interest is the general partner's share of a fund's investment profits, paid only after limited partners have received their capital and any preferred return.)primary · T1 · carry-mechanics · term
- 2.ilpa-model-lpa-wof-ts — ILPA Model LPA Term Sheet — Whole-of-Fund Waterfall Version (July 2020)ILPA Model LPA Term Sheet — Whole-of-Fund Waterfall Version (July 2020)ILPA(Carried interest is the general partner's share of a fund's investment profits, paid only after limited partners have received their capital and any preferred return.)primary · T1 · carry-mechanics · term
- 3.ilpa-fund-terms-2021 — Industry Intelligence Report — "What's Market in Fund Terms?" (2021)Industry Intelligence Report — "What's Market in Fund Terms?" (2021)ILPA(Carried interest is the general partner's share of a fund's investment profits, paid only after limited partners have received their capital and any preferred return.)primary · T1 · carry-mechanics · term
- 4.metrick-yasuda — Metrick & Yasuda, *The Economics of Private Equity Funds* (Rev. Fin. Stud. 2010)Metrick & Yasuda, *The Economics of Private Equity Funds* (Rev. Fin. Stud. 2010)Wharton / Rodney White Center(Carried interest is the general partner's share of a fund's investment profits, paid only after limited partners have received their capital and any preferred return.)secondary · T2 · carry-mechanics · term
- 5.cooley-carry-primer — Primer: Carried Interest in Private Equity and Venture Capital Funds (*TheFundLawyer*)Primer: Carried Interest in Private Equity and Venture Capital Funds (*TheFundLawyer*)Cooley LLP(Carried interest is the general partner's share of a fund's investment profits, paid only after limited partners have received their capital and any preferred return.)secondary · T2 · carry-mechanics · term
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