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How Carried Interest Works In Venture Capital – Everything You Need to Know

In the intricate world of venture capital, carried interest stands as a pivotal concept. It forms the core of the motivation system for fund managers. This guide aims to shed light on how carried interest operates within the venture capital ecosystem.

Within this realm, carried interest is a significant term that represents the share of profits that general partners (GPs) earn from their funds’ investments. So, how carried interest works in venture capital?

It’s more than just a reward; it’s a fundamental component of the venture capital incentive and compensation structure.

Understanding Carried Interest

Carried interest, often referred to as “carry,” is essentially the portion of a fund’s profits that investment managers are entitled to. 

The practice has been a staple in finance for centuries, initially emerging in the shipping industry before finding a firm place in venture capital and private equity. 

By design, carried interest aligns the interests of the fund’s management team with those of the investors, creating a mutual goal of maximizing fund returns.

How Carried Interest Works In Venture Capital? Detailed Guide

How Carried Interest Works In Venture Capital?

The operation of carried interest is straightforward in theory but complex in its specifics. Typically, a venture capital fund operates under a “2 and 20” model. 

This means the fund charges an annual management fee of 2% of the fund’s total assets and a 20% carried interest rate on profits. 

However, the GP receives the carried interest only after returning the initial capital to the limited partners (LPs) and, in some cases, after achieving a predefined rate of return.

Impact of Carried Interest on Venture Capital

The inclusion of carried interest in compensation structures profoundly affects venture capital. It ensures that GPs are focused not just on making investments but on making profitable ones. 

This incentive can drive GPs to search diligently for high-potential startups, fostering an environment where both innovation and fiscal discipline thrive.

Carried Interest Calculation

To understand how carried interest is calculated, one must grasp that it is contingent upon the fund’s performance. Suppose a fund invests in a variety of startups and yields a significant return on its investments. 

After the initial capital is returned to the LPs, plus any preferred returns, the remaining profit is subject to carried interest. If a fund realizes $100 million in profit and operates with a 20% carry, then $20 million is allocated to the GPs.

Legal and Tax Considerations

The legal and tax landscapes surrounding carried interest are complex and evolving. In many jurisdictions, carried interest is taxed at a lower rate than ordinary income, a point of contention and debate. 

This favorable tax treatment is based on the principle that carried interest represents a return on investment. However, changes in legislation could alter how carried interest is regulated and taxed.

Controversies and Debates Surrounding Carried Interest

Carried interest is a contentious issue, with critics arguing that it allows fund managers to pay taxes at a lower rate than most workers. 

Supporters counter that carried interest is a reward for investment risk and an essential element of venture capital. 

Recent years have seen proposed changes to how carried interest is taxed, but the fundamental mechanism remains a key feature of the investment landscape.

Future of Carried Interest in Venture Capital

As the venture capital industry evolves, so too will the structure and utilization of carried interest. 

While it’s impossible to predict exactly how changes will unfold, it is clear that any adjustments to carried interest policies will have a profound impact on the industry. 

Observers expect ongoing dialogue among policymakers, investors, and fund managers aimed at refining the concept to ensure it continues to serve its intended purpose effectively.

Carried Interest

Frequently Asked Questions

How is carried interest different in venture capital compared to private equity?

While the principle of carried interest is similar in both fields, the specific investment strategies and structures can affect how and when carried interest is paid out.

When is carried interest paid out to GPs?

Carried interest is paid out after the return of initial capital to LPs and often after reaching a specific hurdle rate, though terms can vary by fund.

Can carried interest rates vary between funds?

Yes, while 20% is typical, the specific rate of carried interest can vary depending on the fund’s structure and agreement terms.

How do changes in legislation affect carried interest?

Legislative changes can alter how carried interest is taxed or regulated, potentially affecting the attractiveness of venture capital as an investment vehicle.


Carried interest is more than a means for GPs to earn a share of the profits; it’s a critical mechanism that encourages smart, growth-focused investments in the world of venture capital. 

While the concept faces scrutiny and debate, its role in aligning the interests of GPs and LPs remains undiminished. Understanding carried interest is essential for anyone involved in or entering the venture capital sector.

This article aimed at delivering a comprehensive overview of carried interest, from its definition and mechanism to its role in venture capital. 

With this knowledge, investors, fund managers, and those curious about the venture capital industry can better understand one of its most central components.