Negotiating Carry in a Fund

As the title say, I'm in the fortunate position where some carry in a large multi-billion dollar fund is on the table.  I've never really been in this position, and I am curious what some key terms are you all would think about.  If it is a math response, assume the fund is a $3bn value-add fund targeting a 14% leverer IRR.  Obviously, I'm tapping the network as well, but there are some smart folks on here so figured I'd ask.

 

You can check one of my earlier posts, but a good rule of them is if a fund can achieve a 14-18% IRR to its investors, assuming an 80/20 split above an 8% pref, the GP carry tends to be about 12-15% of the original equity raise. Of course, YMMV depending on fund performance and waterfall structure, but if you do the math you'll see that the range I gave lines up.

 

Things to consider:

  • obviously try to quantify the carry; evaluate the risk that the fund actually achieves this
  • term of the fund, when do you think the fund will be "in the money"?
  • payout schedule; will the fund begin paying out carry once it is in the money, or is there a lengthy review process / reserve requirement?
  • vesting schedule of your carry?
 

It's funny you asked this question because I came here to post pretty much the exact same question

My situation is only slightly different.  We don't have a fund.  We raise equity on a deal by deal basis.  Our deal size is rather small (<$30M).  % of total promoted interest and vesting schedule are, what I believe to be, the main negotiating points.  I am wondering if I am missing anything else?

 

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