Carry Vesting Question

Hey everyone, PE VP here with a couple of questions on carry vesting. 

I used to work at a fund that had deal-by-deal carry (5 year straight line vest for each deal so 20% per year). I was told deal-by-deal was a good set up because unlike fund-level carry which if of the European style would not pay out any carry until the full fund had realized its preferred return (usually 8%), deal-by-deal carry could pay out carry (subject to a customary holdback like 15%) as soon as each deal was realized, thereby accelerating carry checks. For example, if the first deal of the fund was realized in 2 years, you could be paid carry on that deal very early in the life of the fund. 

That said, if you have fund-level carry (not deal-by-deal) of the American style (so the preferred return isn't needed to be met before carry can be paid out), isn't that actually a better setup from a vesting perspective than deal-by-deal?

For example, if you join a firm day 1 of a new fund, assume it takes 5 years to fully invest the fund and you have a 5 year vest. If deal-by-deal, then it would theoretically take 5 + 5 = 10 years to be fully vested in all the fund's deals (e.g., year 1's deal's would fully vest by year 6, year 2's deals by year 7, and year 5's deals by year 10). By year 10 the fund could have been fully realized in any event. If you left after 5 years, you would be leaving significant unvested carry on the table. In this example, it takes many years to actually build up a decent base of carry dollars at work to then vest into over the subsequent years (i.e., for the first five years after each year you have more carry dollars at work and are therefore vesting into more carry dollars in the subsequent year than the prior year).

In comparison, if you have fund style carry with also a 5 year vest and you joined day 1 of the new fund, wouldn't this mean that after 5 years at the firm you would be 100% vested in the entire fund (including the last deals of the fund that got made in year 5 just as you were leaving)?

From a vesting standpoint, isn't the latter example significantly better for you if you end up leaving the firm after a few years?

For those who joined a firm midway into its current fund and received fund-style carry in the entire fund (including investments that closed prior to your start date), perhaps as a way to compensate you for carry you were giving up at your prior firm, when did your vesting date begin? Was it your start date or day 1 of the current fund (the latter being better)?

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Comments (3)

Oct 12, 2021 - 1:42pm

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