Carried Interest: Everything You Need to Know (2024)

Carried interest, also known as carry, is a share in the profits that general partners receive in compensation for the management of a venture capital fund.5 min read

Updated October 28, 2020:

What Is Carried Interest?

Carried interest, also known as carry, is a share in the profits that general partners receive in compensation for the management of a venture capital fund. These profits can be long-term gains, dividends, short-term gains, or interest and a total of 20 to 25 percent of the fund's profits. However, general partners aren't required to invest their own money. Instead, these funds are intended as motivation for a general partner that is only available at the sale of the fund.

The best way to picture carried interest is through an example. Imagine you give a friend $100 to put on roulette when they go to Vegas, and they win $200. If you agreed to a 20 percent cut for your friend, you'll pay $20 on the interest. This is how carried interest works.

Another way to visualize carried interest is through another example. Let's say Alan sets up a venture capital fund as a limited liability partnership. He appoints himself the general partner. This means he has to manage the fund and is responsible if the fund goes belly up. He then finds limited partners to invest. However, limited partners have no liability if the fund is unprofitable.

In this example, Alan would get a relative percentage based upon the money he put in, as would the limited partners. He would also receive compensation for managing the fund, which would be taxed as ordinary income. If he receives a larger percentage of the profits than the amount he put in, this is called carried interest. It would also come with a capital gains tax rate.

A typical venture capital fund contains 25 companies that pay off after four or five years. Carried interest is paid in addition to a quarterly management fee that acts as the partner's salary. This management fee usually only covers a general partner's expenses. It also totals about 2 percent of the value of fund assets. These two things make up the full pay for managing the fund.

General partners, also known as fund managers, are one-half of the fund partnership along with limited partners. General partners have unlimited liability. However, they can also make decisions without the permission of limited partners. To earn carried interest, general partners:

  • Find other investors
  • Organize the fund
  • Manage it
  • Endure 100 percent of the risk
  • Put up 0 percent to 10 percent of the capital.
  • Forge a relationship with entrepreneurs and the businesses in their portfolio
  • Develop a strategy
  • Maximize the value of fund before the sale or an initial public offering of a company

Even with millions of dollars on the line and a timeframe of 5 years, only about 25 percent of venture capital funds are profitable. Even though profitability is low, some managers excel. Jim Simmons is the manager of Renaissance Technologies, which is valued at $65 billion. Because Simmons gets returns with an average of 71.8 percent, he gets management fees of 5 percent and carried an interest of 44 percent.

Limited partners are the main investors, but do not manage the fund and share in the profits without an extra fee. Together, these two types of investors make up what's called a limited partnership. Carried interest is only paid to general partners after limited partners receive their original investment and profits. This profit or rate of return is also known as the hurdle rate. Some funds also have a floor. This is when general partners only get carry after meeting the hurdle rate.

Limited partners include:

  • Wealthy individuals
  • Pension funds
  • Asset management companies
  • Trust funds

One common mistake that people make is confusing carried interest with a consultation fee. However, consultants receive money for their time, take no risk, and don't have a fee linked to business success.

Why Is Carried Interest Important?

Carried interest is important for several reasons:

  • It provides an incentive to managers for taking on huge risks
  • It is taxed at a capital gains rate of between 15 percent and 20 percent
  • It isn't given until limited partners are paid back their initial investment plus a rate of return

Another reason that carried interest is at the center of debates is because of how it's taxed. Because it's not classified as ordinary income, general partners have to pay far less tax than they normally would. This creates a controversy that carried interest is a tax loophole.

During the last presidential election, both Donald Trump and Hillary Clinton vowed to end carried interest. They see it as a tax loophole that benefits the rich. However, neither candidate gave a concrete way to close the loophole.

Reasons to Consider Using Carried Interest

Carried interest is figured differently depending on the fund. Deal by deal carry is beneficial for general partners. Normal agreements combine losses and gains to determine the bottom-line for profit sharing. However, deal by deal carry allows general partners to take the profits on only the winning assets. They do not have to factor in losses. Although limited partners must be paid back, a deal by deal carry is far more profitable for general partners.

Deal by deal carry is also bad for venture funds. This is because general partners tend to only pay attention to the winners in a portfolio and ignore the rest. This is already common in hedge and equity funds, but new to venture capital funds. Supporters cite that only a few winners exist in a fund, so it's not a terrible way to figure carry.

Carry is also figured by the equity in the fund. Interest is based on limited partners' capital contributions. Twenty percent of this becomes allocated to carry.

Frequently Asked Questions

  • Can you receive carried interest before the sale of the venture capital fund?

In most cases, general partners can take profits from early success in the fund. However, if the fund fails and becomes unprofitable, the partner must pay the money back. This is referred to as "clawback." Carry can also be put in escrow accounts until the sale of the fund.

  • What amount of carried interest is usually paid to general partners?

Traditionally, carried interest totals 20 to 25 percent of the profits. This total is large compared to the management fee. It represents the majority of a general partner's income. Carried interest is also vested over the life of the fund to ensure constant fund management. Some venture capital managers also get compensation through the Two and Twenty principles. This states that they get a 2 percent management fee and 20 percent of profits.

  • Is carried interest guaranteed?

Venture capital funds do not guarantee carried interest. Only the management fee is covered.

  • How is carried interest taxed?

Carried interest is taxed on the capital gains rate. This is between 15 percent and 20 percent with a 3.8 percent investment tax. Supporters claim this is how most entrepreneurs are taxed and argue that it mitigates double taxation. Critics want the amount to be taxed as ordinary income and see the status quo as unfair. Despite several attempts to change the tax code, carried interest tax remains the same as it has been for 50 years.

  • Does anyone else receive carry?

Unfortunately, general partners don't keep all of their carried interest. It's divided among retired general partners, minority shareholders, or a parent company.

  • How does carried interest work in other countries?

Europe has a whole-of-fund approach. This is where general partners only get carry after paying all investors. In Australia, general partners need a proven record to negotiate any carry terms.

  • How does accounting apply to carried interest?

Generally accepted accounting principles provide options for carried interest accounting. Some use an accrual basis, while others opt for a cash basis or valuation techniques.

If you need help figuring out if carried interest is good for your business or have any legal questions, post your question on UpCounsel's marketplace. UpCounsel accepts only the top lawyers to its site with an average experience of 14 years in law practice.

Carried Interest: Everything You Need to Know (2024)

FAQs

Carried Interest: Everything You Need to Know? ›

Carried interest, also known as carry, is a share in the profits that general partners receive in compensation for the management of a venture capital fund. These profits can be long-term gains, dividends, short-term gains, or interest and a total of 20 to 25 percent of the fund's profits.

What is carried interest in simple terms? ›

Carried interest is a form of compensation paid to investment executives like private equity, hedge fund and venture capital managers. The managers receive a share of the fund's profits — typically 20% of the total — which is divided among them proportionally.

What are the carried interest rules? ›

Carried interest is due to general partners based on their role rather than an initial investment in the fund. As a performance fee, carried interest aligns the general partner's compensation with the fund's returns. Carried interest is often only paid if the fund achieves a minimum return known as the hurdle rate.

What is the carried interest loophole? ›

The carried interest loophole allows private equity barons to claim large parts of their compensation for services as investment gains, which allows them to pay lower tax rates than middle class taxpayers pay on their wages and other compensation.

What does 20% carry mean? ›

With a 20% carried interest provision, general partners earn 20 cents for every dollar of return to limited partners in the fund.

Why is carried interest so controversial? ›

The Argument Against Carried Interest

Specifically, critics allege that it misclassifies how asset managers make their money. While they receive carried interest as compensation for their work in managing a fund, they're taxed as though they'd risked their own money in an investment.

What is an example of a carried interest? ›

Carried Interest Example

For example, a hedge fund has $100 million of invested capital from 10 investors. The hedge fund has told the investors to expect at lease a 5% return on their investment. In addition, the fund manager will earn a 20% carry on the profits above the 5% hurdle rate.

What is the 3 year rule for capital gains? ›

Relevant Holding Period for Sale of a Carried Interest.

If a partner sells its “carried interest” in a partnership, the gain will generally be long-term capital gain only if the partner has held the “carried interest” for more than three years, regardless of how long the partnership has held its assets.

What is the loophole for capital gains? ›

Stepped-up basis is a tax provision that allows heirs to reduce their capital gains taxes. When someone inherits property and investments, the IRS resets the market value of these assets to their value on the date of the original owner's death.

How does carried interest get taxed? ›

Carried interest associated with gains from the sale of an asset held for more than three years is usually taxed at the long-term capital gains rate, which is typically lower than that for ordinary income. Additionally, carried interest is not subject to the self-employment tax.

Is carried interest taxed as ordinary income? ›

What is carried interest, and how is it taxed? Carried interest, income flowing to the general partner of a private investment fund, often is treated as capital gains for the purposes of taxation.

What is the difference between carried interest and equity? ›

Carried interest, also known as “carry,” is the share of the profit earned by a Private equityPrivate EquityPrivate equity (PE) refers to a financing approach where companies acquire funds from firms or accredited investors instead of stock marketsread more fund or fund manager on the exit of investment done by the ...

How do you calculate carry interest? ›

Carry is calculated as a percentage—typically between 20% and 30%*—of the return on investment after limited partners have been paid out 1X their investment. Carry is split (though not always equally) between partners.

What is the 2 20 rule for hedge funds? ›

Two and twenty describes the fees charged by managers of private hedge funds—specifically, the 2% annual fee and 20% performance fee (also called carried interest). Two and twenty has long been the standard in the financial industry for hedge funds, venture capital funds, and other private investment funds.

What is the 5 year holding period for carried interest? ›

The five-year holding period generally would begin on the later of: The date on which the investment professional acquired substantially all of its Carried Interest or. The date on which the investment fund acquired substantially all of its assets.

What is the vesting period of carried interest? ›

The time period in which limited partners are obligated to make capital contributions to fund new portfolio investments varies among funds, but the typical investment period is anywhere from four to six years.

What is the difference between incentive fees and carried interest? ›

Also known as incentive fees, promote or carried interest, are fees charged by investment advisors, or managers, after a predetermined investment performance has been attained. Carried interest represents a re-allocation of equity and should be treated accordingly for accounting, tax or regulatory purposes.

How much is carried interest loophole worth? ›

The Congressional Budget Office has indicated that closing the carried interest loophole would produce about $14 billion over 10 years.

What is a carried interest in oil and gas? ›

This interest is paid, or carried, for the drilling and or completion costs as specified in the contract between the parties, by another working interest owner typically until casing point is reached, or through the tanks, meaning through completion of the well, as agreed upon contractually.

What is a typical carried interest rate? ›

Traditionally, carried interest totals 20 to 25 percent of the profits. This total is large compared to the management fee. It represents the majority of a general partner's income. Carried interest is also vested over the life of the fund to ensure constant fund management.

Does carried interest apply to real estate? ›

A "carried interest" (also known as a "promoted interest" or a "promote" in the real estate industry) is a financial interest in the long-term capital gain of a development. The “carried interest” is given to a general partner (GP), usually the developer, by the limited partners (LPs), the investors in the partnership.

Is carried interest income or capital? ›

It is taxed as if it were an equity investment. The fund manager's return on his investment is also taxed as capital, as if he were a third-party investor.

How do I avoid capital gains tax? ›

9 Ways to Avoid Capital Gains Taxes on Stocks
  1. Invest for the Long Term. ...
  2. Contribute to Your Retirement Accounts. ...
  3. Pick Your Cost Basis. ...
  4. Lower Your Tax Bracket. ...
  5. Harvest Losses to Offset Gains. ...
  6. Move to a Tax-Friendly State. ...
  7. Donate Stock to Charity. ...
  8. Invest in an Opportunity Zone.
Apr 20, 2023

How much capital gains are you allowed in a lifetime? ›

Are there lifetime limits to how much capital gains taxes I must pay? There is no limit, either on how much you can gain from rising appreciation in assets or the amount of taxes you can owe.

What is the 1 year rule for capital gains? ›

Short-Term Capital Gains Tax Rates

Short-term capital gains are taxed as ordinary income. Any income that you receive from investments that you held for one year or less must be included in your taxable income for that year.

Can you reinvest to avoid capital gains? ›

To avoid paying capital gains taxes (and any depreciation recapture), you can reinvest in a "like-kind" asset with a sales price of at least $500,000. The IRS allows virtually any commercial real estate property to qualify as 'like-kind” as long as you hold it for investment purposes.

What is the IRS loophole? ›

Tax loopholes are provisions in the tax code that allow taxpayers to lower their tax liability. These loopholes are often unintended, created by shortcomings in legislation that were not obvious when drafted. Many loopholes are closed over time.

Is carried interest paid every year? ›

Carry is typically based on the percentage of the total pool for each fund, and it vests over several years (often 5 years, back-end-loaded, and sometimes up to 10). It's normally paid once the fund has returned invested capital and achieved its hurdle rate for the entire fund – otherwise, clawbacks might be required.

Is carried interest gross or net? ›

Carried interest is the share of a fund's net profits allocated to the General Partner. It refers to the General Partner being carried by investors because it receives a share in profits disproportionate to its capital commitment to the fund.

How do hedge fund managers avoid taxes? ›

Key Takeaways. Hedge funds are alternative investments that are available to accredited investors on the private market. Funds are also able to avoid paying taxes by sending profits to reinsurers offshore to Bermuda, where they grow tax-free and are later reinvested back in the fund.

What interest income is not taxable? ›

tax-exempt interest income — interest income that is not subject to income tax. Tax-exempt interest income is earned from bonds issued by states, cities, or counties and the District of Columbia.

When did carried interest start? ›

And Francesca thinks our carried interest origin story very likely begins earlier. But it's really starting to become commonplace in the 1100s in Mediterranean shipping.

What is a waterfall calculation? ›

Waterfall calculations are used to allocate cash flow among two or more partners based on their agreed-upon return parameters. In this course, Excel expert David Ringstrom, CPA, brings his prior commercial real estate experience to the forefront by walking you through assembling a waterfall calculation from scratch.

Can carried interest be negative? ›

Any investment that costs more to hold than it returns in payments can result in negative carry. A negative carry investment can be a securities position (such as bonds, stocks, futures, or forex positions), real estate (such as a rental property), or even a business.

How much money do you need to start a venture capital firm? ›

Many venture capitalists will stick with investing in companies that operate in industries with which they are familiar. Their decisions will be based on deep-dive research. In order to activate this process and really make an impact, you will need between $1 million and $5 million.

What is the carried interest waterfall model? ›

Carried interest represents the portion of any profits provided to the GP regardless of their initial investment. LPs also receive disbursem*nts from any leftover profits. This tier represents the main source of funding for a sponsor.

What is the 10% rule for hedge funds? ›

This rule provides that if another 3(c)(1) hedge fund (the “Investor Fund”) owns more than 10% of another 3(c)(1) hedge fund (the “Investee Fund”) then the Investee Fund would count all of the investors of the Investor Fund as investors as well.

What is a good ROI for a hedge fund? ›

According to BarclayHedge, the average hedge fund generated net annualized returns of 7.2% with a Sharpe ratio of 0.86 and market correlation of 0.9 over the last five years through 2021.

Can you make millions at a hedge fund? ›

The top individual Portfolio Managers can earn hundreds of millions or billions each year. Hedge funds offer a much higher pay ceiling than investment banking, (sometimes) better hours and work/life balance, and the chance to do more interesting work.

Is carried interest the same as promote? ›

Frequently referred to as “promote” in the real estate investment fund industry, a “carried interest” is a profits interest in an investment-focused partnership or limited liability company taxed as a partnership for federal income tax purposes (each, an “Investment Pass-Through Entity”) held by the manager providing ...

What is a carried interest 1231 gain? ›

§1231 gains. The carried interest holding period applies to capital gains, but not IRC Sec. §1231 gains. A §1231 gain results from the sale of property used in a trade or business and includes rental real estate.

What happens after 4 years vesting? ›

Under a standard four-year time-based vesting schedule with a one-year cliff, 1/4 of your shares vest after one year. After the cliff, 1/36 of the remaining granted shares (or 1/48 of the original grant) vest each month until the four-year vesting period is over. After four years, you are fully vested.

What is the 3 year rule for 1061? ›

In general, Section 1061 requires a three-year holding period for an investment fund manager's share of capital gains earned through a fund to be eligible for the lower tax rates applicable to long-term capital gain.

What is 25% vesting schedule? ›

Your vesting schedule is four years, and 25 percent of the grant vests each year. At the first anniversary of your grant date and on the same date over the subsequent three years, 25 percent of the options or restricted stock "vests," or becomes available to you. Once each portion vests, you can sell the shares.

What are other names for carried interest? ›

Carried interest is only paid to general partners after limited partners receive their original investment and profits. This profit or rate of return is also known as the hurdle rate.

How is carried interest determined? ›

Carry is calculated as a percentage—typically between 20% and 30%*—of the return on investment after limited partners have been paid out 1X their investment. Carry is split (though not always equally) between partners.

Is carried interest a capital asset? ›

Carried interest, income flowing to the general partner of a private investment fund, often is treated as capital gains for the purposes of taxation.

Can employees receive carried interest? ›

Carried interest, or 'carry plans', are opportunities for employees and partners to share in the financial success of a private equity firm's profits, often acting as an incentive and aligning employees, partners, and affiliates with the firm's success.

When was the carried interest loophole created? ›

Carried interest first surfaced in national headlines in 2007, after a law professor wrote a journal article about the loophole and helped launch a debate on Capitol Hill over whether to close it. The issue found itself on the table again in 2010, then again in 2011 amid the Occupy Wall Street protests.

What is the 2 and 20 in venture capital? ›

At its most basic, the two and twenty is basically the standard fee structure for venture capital firms to charge their investors. The 2% is the annual fee that the fund charges investors to manage the fund. And the 20% is the percentage of the upside that the fund managers take.

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