Carried interest

Carried interest

Author: Josephine Koh
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Read time:  4 minutes
Published date:  14 June 2023
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Updated date:  19 April 2024
Carried interest is how venture capital firms compensate and incentivize their general partners. In this article, we'll explain how carry works in private equity.

What is carried interest?

Carried interest, or “carry” for short, is the percentage of a private fund’s investment profits that a fund manager receives as compensation. Used in both  private equity and venture capital funds, carry is one of the primary ways fund managers are rewarded for generating returns for investors .

The role of the general partner (“GP”)

Although it sounds like one person, the general partner of a fund is a legal entity that takes liability for the fund’s activities. The GP is directly involved in managing and operating a business or fund. In return for managing day-to-day operations and shouldering more risk than limited partners (“LP”), GPs usually earn a share of the profits produced from the pooled investments of LPs. The members of a GP entity  are typically the people making the fund’s investments.

Note that in the private fund industry, a fund manager is often referred to colloquially as the “GP” for a particular fund. To be precise, in this article we will use “GP” to represent the legal entity of an investment fund and “fund manager” to represent a member of the GP entity managing the fund’s investments.

General partner compensation

The GP entity usually earns money by charging two fees: a management fee and carried interest.

Management fee

This is a fee paid by the LPs to the GP on an annual basis to cover the overhead expenses for operating a fund, such as salaries, travel, and office rent. The management fee is usually a percent of the fund’s assets under management (AUM), typically averaging 2% of the fund’s AUM per year. 

At most mature investment firms, a fund’s GP contracts a management company (the PE or VC firm) to provide operational support. In this scenario, the management fee flows through the GP to the management company. 

Carried interest

Much like equity in a startup or other companies, PE/VC  firms use carried interest to compensate and incentivize their fund managers. Although fund managers often receive other kinds of compensation, such as a salary paid by the firm, a large percentage of their income typically comes from their share of carry in the funds they manage.

How does carried interest work?

Before a GP collects its share of carry, the LPs first have to make back the amount of capital they invested in the fund. Sometimes, the fund also has to meet a preferred return, also known as a hurdle rate. This rate represents the minimum profit the fund needs to earn before the GP starts earning carry.

LPs that invest in a fund contractually agree what percentage of profit will go toward the carry for fund managers. The ability to command higher or lower carry is based on how much LP demand there is for this specific fund (which is often based on the background of the fund managers and their prior funds’ performance). This percentage can range anywhere from 15 to 30% of the profits but generally hovers around 20%. The percentage is also market-driven, which means that it can vary according to the performance of the overall financial market during the fundraising period. 

Carry is distributed in either a European-style or American-style waterfall scenario:

European-style waterfall (also known as Fund Level waterfall)

A European-style waterfall is when the carried interest is applied to the whole investment fund.

For example, if your LPs contribute $10 million to your fund, your base portfolio amount is $10 million dollars. It doesn’t matter which investments did well and which incurred losses. Instead, the focus is on overall portfolio-level returns. 

With the European-style waterfall carry, there’s often no hurdle rate. All of the investors’ capital must be returned first before carried interest can be collected. In this scenario, if there is a hurdle rate, then all capital must be returned with some additional percentage before carry is collected.

American-style waterfall (also known as Deal By Deal waterfall)

An American-style waterfall is when carry is applied on a deal-by-deal basis.

For example, let’s say your fund made 10 investments of $5 million dollars each. Of those 10 investments, five saw a gain of $2 million each and the other five incurred losses of $1 million each. Because the carry is deal-by-deal, the GP will collect carry on each of the successful investments’ gains and will not have to consider deal-specific losses, unless a clawback is triggered. Thus, the GP will collect a total carry of $2 million, assuming the carry is at a rate of 20%. 

Total initial investment

$50,000,000

Gains

$10M (5 x $2M)

Losses

$5M (5 x $1M)

Carried interest

20% of Gains ($2M)

Clawback

A clawback is the process of reclaiming money or assets that were previously distributed, typically in cases of overpayment. A clawback may be triggered if there’s either a clerical error or other error that results in collecting too much carry. A clawback of carry from GPs is also typical if the fund doesn’t meet a certain return rate as a whole. In case of a clawback, the GP is contractually required to pay back the difference to the LPs. 

Vesting

Sometimes, at larger PE/VC firms, carry can be subject to vesting for managers and other employees at the firm, similar to how stock options vest for employees. For example, a GP might get a 10% carry allocation that vests over a five-year holding period. If the GP  leaves before the five years, they would only be entitled to the amount that has vested over that time.

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Josephine Koh is the Director of Investor Services for Asia Pacific & Middle East at Carta, and has over 17 years of experience in the asset management industry. She was an integral member of the international expansion team when Carta launched its first international office, building the fund administration book of business. Prior to joining Carta, she was the Co-Founder and COO at Insignia Venture Partners.
DISCLOSURE: This communication is on behalf of eShares Inc., d/b/a Carta Inc. (“Carta”). This communication is for informational purposes only, and contains general information only. Carta is not, by means of this communication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.