Fee Structure within Private Equity including Carried Interest

The fee structure is a pivotal aspect of private equity (PE) fundraising, directly impacting the alignment of interests between PE firms and their investors, as well as the attractiveness of a PE fund in a competitive market. A well-considered fee structure ensures that the interests of the fund managers (general partners, GPs) and the investors (limited partners, LPs) are closely aligned, encouraging performance while ensuring the fund’s operational needs are met. The typical components of a PE fund’s fee structure include management fees and performance fees (carried interest), each serving distinct purposes and subject to careful calibration to match investors’ expectations and industry standards.

Management Fees

Management fees are charged by GPs to cover the fund’s operating expenses, including salaries, office expenses, due diligence costs, and travel. These fees are typically calculated as a percentage of the committed capital or, in some cases, the invested capital over the life of the fund. The standard rate has historically hovered around 2%, although there’s been pressure to adjust this in response to investors’ demands and the size of the fund:

  • Size Consideration: Larger funds might negotiate lower management fees given the significant amount of capital committed, while smaller funds may charge a higher percentage to cover operational costs.
  • Lifecycle Adjustment: Some funds reduce management fees after the initial investment period to reflect the decreased workload associated with sourcing new deals.

Performance Fees (Carried Interest)

Performance fees, or carried interest, represent the share of the profits earned by the fund that is payable to the GPs, aligning the GPs’ financial interests with those of the LPs. The industry-standard allocation is often cited as “2 and 20”, where “20” refers to the 20% of profits paid as carried interest after returning the initial capital and, in some cases, a preferred return (or hurdle rate) to LPs. Key considerations include:

  • Hurdle Rate: A minimum return threshold that the fund must achieve before GPs receive their carried interest, aligning GP incentives with generating superior returns for LPs.
  • Catch-Up Provision: A mechanism that allows GPs to receive a greater share of profits after the hurdle rate is met, ensuring they are motivated to exceed the minimum return threshold.

Performance fees, commonly known as carried interest in the private equity (PE) sector, play a crucial role in aligning the interests of fund managers (general partners, GPs) with those of the investors (limited partners, LPs). Carried interest is essentially a share of the profits generated by a PE fund, allocated to the fund managers as a reward for their performance in managing the fund’s investments. This incentive structure is foundational to the PE industry, incentivizing GPs to maximize returns on investments. Understanding the nuances of carried interest can shed light on its significance in PE fundraising and investment management.

Basics of Carried Interest

Carried interest typically represents 20% of the fund’s profits, although the exact percentage can vary based on the fund’s agreement with its investors. This arrangement comes into effect after the fund has returned the initial capital invested by the LPs, and in many cases, after achieving a predefined hurdle rate or preferred return. The hurdle rate is a minimum annual return threshold (often around 8%) that the fund must surpass before GPs can receive carried interest, further aligning GP incentives with the generation of substantial returns for the LPs.

Key Components and Considerations

  • Hurdle Rate (Preferred Return): This is a benchmark return that the fund must achieve before GPs can start receiving their share of carried interest. It ensures that GPs are rewarded for outstanding performance, not just any level of positive returns.
  • Catch-Up Provision: Some funds include a catch-up mechanism, which allows GPs to receive a higher percentage of profits after the hurdle rate is met but before the standard carried interest split applies. This ensures that GPs are motivated to exceed the hurdle rate.
  • Waterfall Structure: The distribution of returns typically follows a specific sequence, or “waterfall,” ensuring that LPs receive their initial capital and preferred return before GPs collect significant carried interest.
  • Clawback Provision: To ensure that GPs do not receive more than their entitled share of profits over the life of the fund, a clawback provision may be included. This allows LPs to reclaim any excess carried interest paid to GPs if subsequent investments perform poorly.

Impact on Fundraising and Investment Strategy

The structure of carried interest has a significant impact on PE fundraising and the overall investment strategy of the fund:

  • Fundraising Appeal: A fund’s carried interest terms can influence its appeal to potential investors. Terms perceived as fair and aligned with market standards can enhance fundraising efforts.
  • Risk and Reward Alignment: By tying a substantial portion of GPs’ compensation to the fund’s performance, carried interest encourages GPs to pursue investment strategies that maximize returns. However, it may also incentivize higher-risk strategies, given the potential for greater rewards.
  • Investor Scrutiny: Investors increasingly scrutinize carried interest arrangements, seeking terms that ensure a fair distribution of returns. Negotiations around carried interest can reflect broader trends in investor sentiment and market conditions.

Evolution and Debate

The concept of carried interest has been subject to debate and scrutiny, particularly regarding its tax treatment in some jurisdictions. Critics argue that carried interest should be taxed as income rather than capital gains, given its nature as compensation for fund management services. Additionally, the appropriateness of the traditional “2 and 20” fee structure (2% management fees and 20% carried interest) has been questioned in the context of large funds and changing market dynamics.

Carried interest is a fundamental component of the compensation structure in PE, designed to align the interests of GPs with those of their LPs by linking a significant portion of GPs’ earnings to the fund’s success. While its principles are broadly accepted within the industry, the specifics of carried interest arrangements can vary and are often a focal point in fund negotiations, reflecting the balance of power between GPs and LPs, as well as evolving standards of fairness and alignment in the PE landscape.

Alignment with Investors’ Expectations and Industry Norms

The negotiation of fee structures is increasingly influenced by LPs’ expectations and prevailing industry norms, which can vary by fund size, strategy, and geographic focus. Investors are more informed and demanding than ever, seeking fee arrangements that ensure a fair distribution of returns and alignment of interests:

  • Transparency and Fairness: Investors demand clear, understandable fee structures that do not contain hidden fees or charges.
  • Flexibility: Some investors, particularly those making substantial commitments, may seek customized fee arrangements.
  • Performance-Based Fees: There’s a growing preference for fee structures that more closely tie GP compensation to fund performance, beyond the traditional carried interest model.


Determining the fee structure is a critical step in PE fundraising, requiring a delicate balance between covering the fund’s operational needs and aligning with investors’ expectations for fair compensation based on performance. As the PE industry evolves and competition for LP capital intensifies, innovative and investor-friendly fee structures may become a significant differentiator for funds. FD Capital are a leading recruiter within the PE fundraising space. Successful PE firms will be those that can adapt their fee models to meet the changing landscape, ensuring alignment of interests, transparency, and the potential for mutual success.

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