Distribution waterfall
Where the money goes: capital back, then the preferred return, then the GP catch-up, then the 80/20 split. Change the carry or the preference and see exactly who gets what — the arithmetic behind a fund’s distribution notice.
| Tier | To LP | To GP |
|---|---|---|
| Return of capital | $100.00M | — |
| Preferred return | $8.00M | — |
| GP catch-up | — | $2.00M |
| Residual split | $72.00M | $18.00M |
| Total | $180.00M | $20.00M |
Simple (non-compounding) preferred return on paid-in capital.
pref = paid-in × preferred rate · Simple, non-compounding.
GP catch-up = pref × c/(1 − c) · Brings the GP to its carry share.
carry × remaining · After the catch-up.
A clear path from inputs to results.
A waterfall is the order in which a fund pays out: capital first, then the preferred return, then the GP catch-up, then the split. The catch-up is the part people get wrong, and it is worth a fifth of the profit.
How to use
- Enter the distributable proceeds and the paid-in capital.
- Set the preferred return, the catch-up percentage and the carry.
- Read the split tier by tier and who ends up with what.
The formula
Reference: European (whole-fund) waterfall with a simple non-compounding preference, following the ILPA waterfall and reporting standards.
Worked example
$200M out on $100M paid-in
- 8% preference, 100% catch-up, 20% carry.
- 1
Capital $100M, preference $8M, catch-up $2M (to bring the GP to 20% of the $10M profit), then 20% of the remaining $90M = $18M.
LP $180M, GP $20M — exactly 20% of the profit.
Interpreting the result
With a full catch-up the GP ends up with carry times the profit, regardless of how the tiers are ordered. Without a catch-up the GP only shares in the profit above the preference.
Assumptions & limitations
- Whole-fund, not deal-by-deal.
- Simple preference on paid-in capital.
- No management fee offset.
- No clawback.
Frequently asked questions
Why does the catch-up exist?
Without it the GP would receive nothing until LPs had their preference plus a share of everything above it.
Is a European waterfall better for LPs?
Generally yes, because the preference is measured across the whole fund rather than per deal.
What does 100% catch-up mean?
The GP takes all distributions until it holds its carry share of the profit so far.
What is a clawback?
An obligation to return carry if later losses mean the GP was overpaid — not modelled here.
Methodology last reviewed 2026-10-22. Results are informational and not financial or engineering advice — see our disclaimer.