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Devon Coombs Academy · Interactive classroom lab

Who puts the money in.
Who gets the money out.

Learn the economics behind GP / LP partnerships. Build the capital raise, follow the waterfall, and see how risk and reward change across real estate, private equity, and venture capital.

Start with the fundamentals

One investment. Four questions.

01 · What needs to be funded?Uses
02 · Who contributes?Sources
03 · Who gets paid first?Waterfall
04 · Who wins—or loses?Returns

Change an assumption. See the dollars move. Share the exact scenario with your class.

Start broad. Then choose a context.

The same building blocks. Different economics.

A general partner (GP) manages an investment; limited partners (LPs) provide capital. Both may contribute money. The agreement decides how returned capital, preferred returns, and performance compensation are allocated. “Promote” is often used in real estate; “carried interest” or “carry” is common in funds. The label alone does not tell you the payment rules.

01 / Learn the common language

The fundamentals

See who funds an investment, how a preferred return works, and how carried interest changes the split. A visual, step-by-step GP/LP calculator.

Open the general calculator

02 / Apply it to an industry

Real estate

Build a real estate capital stack, size the LP raise, and calculate preferred returns and tiered GP promotes. Compare leverage, downside, and LP IRR.

Open real estate lab

03 / Apply it to an industry

Private equity

Model PE fund commitments, capital calls, fee budgets, preferred returns, and GP catch-ups. Separate co-investment proceeds from carried interest.

Open private equity lab

04 / Apply it to an industry

Venture capital

See how VC commitments, management fees, reserves, portfolio winners, and carried interest translate into LP and GP returns.

Open venture capital lab

What changes by industry?

These are useful starting points for comparison. Actual agreements vary; none of these columns is a universal standard.

Compare the investment layer, capital needs, incentive structure, and risks
QuestionReal estatePrivate equityVenture capital
What are we modeling?A property-level equity partnership.A fund investing in portfolio-company equity.A fund investing in startup equity.
What needs funding?Property price, improvements, closing costs, and fees, less debt.Initial investments, follow-ons, fund expenses, and management fees.First checks, follow-on reserves, fund expenses, and management fees.
How is money contributed?The examples fund equity at closing.The examples call commitments over several years.The examples call commitments over several years.
What incentive is illustrated?A preferred return, then a promote; optional higher IRR tier.A preferred return, GP catch-up, then carried interest.Capital back, then carried interest with no default hurdle.
Where is debt?Explicitly in the property’s capital stack and exit payoff.Company-level debt effects are already in the equity return input.Any company-level debt effects are already in the equity return input.
What can go wrong?Cost overruns, lower cash flow or sale value, refinancing risk, guarantees.Business losses, leverage, illiquidity, fees, early carry and clawback exposure.Company failures, dilution, concentrated winners, long holds, unused or insufficient reserves.

Four distinctions that prevent expensive confusion

Fees, invested capital, and carry

A manager may receive fees for running the investment, distributions on its own investment, and performance-based carry. Keep all three separate. A manager’s fee revenue does not tell you its profit after staff, overhead, and taxes.

Return of capital versus return on capital

Receiving your original contribution back is not profit. A 1.5x equity multiple includes the original capital. IRR also incorporates timing; the same dollars returned earlier generally produce a higher IRR.

Fund waterfall versus company liquidation

A GP/LP waterfall divides fund or partnership proceeds. A startup liquidation waterfall pays preferred and common shareholders at the company. Those two layers should not be mixed.

Explore the company-level calculator

What does “20%” actually mean?

If the GP invests 10%, then takes 20% carry from the LP-attributable residual pool, its total share of a residual dollar is 28%. A 20% total GP residual share gives a different answer. The calculators expose both conventions.

Try both split conventions

Know what the words mean

Promote, carry, and carried interest

Carry is short for carried interest. Promote is the common real estate term for the same broad performance-incentive concept. A percentage alone is incomplete: identify the profit pool, payment priority, hurdle, catch-up, and treatment of GP co-investment.

Carry / carried interest

Carry is shorthand for carried interest: the manager’s incentive share of investment profit under the agreement. It is separate from management fees and the return on the GP’s own capital.

Promote / promoted interest

The term commonly used in real estate for the sponsor’s performance allocation. It often describes the same economic idea as carry. The words alone do not specify the hurdle, catch-up, or whether the quoted GP split includes co-investment.

GP, LP, and sponsor

GP means general partner; LP means limited partner. The sponsor organizes and manages the investment. These labels describe roles; an LLC may use manager and member terminology. The legal documents determine rights and liabilities.

Waterfall terms, in plain English

GP commitment / co-investment

Money the GP invests alongside LPs. The lab returns this capital and its pro-rata proceeds separately from carry. A zero GP check makes its investment multiple and IRR undefined, even if it earns carry.

Distribution waterfall

The ordered rules for dividing available cash among partners. Fill each applicable tier before moving to the next. It describes distributions; taxable income allocations can follow additional rules.

LPA / operating agreement

The limited partnership agreement or LLC operating agreement records the negotiated rules. Definitions, side letters, and amendments can change an apparently familiar 80/20 split or 8% hurdle.

Capital stack / senior debt / preferred equity

The layers financing an investment, with different claims and risk. Here debt is paid before partner equity. A preferred-equity class is a separate security with its own terms; it is not interchangeable with the lab’s preferred-return input.

Gross versus net return

Gross portfolio returns precede the modeled fund fees and carry. Net LP returns use the LP’s own contributions and distributions after those economics. Both remain pre-tax here. Specify the layer and deductions before comparing percentages.

Commitment, capital call, and paid-in capital

A commitment is the amount promised. A call requests some of it. Paid-in capital is what has actually been contributed. Uncalled commitments are not automatically treated as invested on day one.

Return of capital versus return on capital

Return of capital gives your contribution back. Return on capital is profit. Contributing $100 and receiving $130 means $100 capital returned and $30 profit, not $130 profit.

Pari passu / pro rata

Pari passu means equal priority; pro rata means in proportion to a defined share. The lab assumes both partners’ capital participates proportionally before the promote. An LP-first agreement needs different priority rules.

Preferred return / pref

An agreed payment priority before incentive profit is allocated. It may accrue simply or compound and may be cumulative or noncumulative. This lab uses cumulative preference. It is neither guaranteed cash income nor automatically an IRR hurdle.

Hard hurdle

In the no-catch-up examples, carry applies only to profit beyond the preference. Profit used to satisfy the preference is excluded from carry. Always specify the calculation basis and whether the hurdle is simple or compounded.

Soft hurdle and catch-up

A soft hurdle can allow carry on profit from the first dollar once its conditions are satisfied. A completed catch-up can reach that economic target. The lab models a gradual catch-up; it does not model an immediate, retroactive cliff that reallocates previously paid preference.

100% versus completed catch-up

100% describes the GP’s allocation of a particular catch-up tier. Completed means enough cash reached that tier to meet the carry target. An 80% or 50% allocation can also complete the catch-up if sufficient cash exists.

Residual split / tiered promote

Residual cash is what remains after earlier priorities. A tiered promote changes the split at specified thresholds. The live model has two LP IRR hurdles; its upper rate applies only to the marginal cash above the second hurdle.

IRR / XIRR

IRR is the discount rate that makes the dated cash flows’ net present value zero. This lab uses annual periods. XIRR uses actual dates. No positive cash flow means no valid IRR; a 100% capital loss should not be labeled a calculated −100% IRR.

Equity multiple / MOIC

A multiple compares value or proceeds with invested capital; specify gross versus net and realized versus unrealized. The lab’s LP multiple is realized distributions divided by all LP contributions, including the modeled fee budget. It does not annualize returns.

DPI, RVPI, and TVPI

DPI = distributions ÷ paid-in capital. RVPI = remaining value ÷ paid-in capital. TVPI = DPI + RVPI. At the lab’s fully realized endpoint, RVPI is zero and the LP cash multiple equals DPI and TVPI on the same basis.

Management fee / 2-and-20

The “2” usually describes an annual management fee and the “20” a profit share; they have different bases. Fees are manager revenue before business expenses. The lab budgets fees on total commitments and permits a rate step-down.

Performance allocation / incentive fee

Related descriptions of performance compensation. Their legal form and tax treatment need not be identical to a partnership carried interest. The lab models cash economics before tax, not the tax character of an allocation.

European / whole-fund waterfall

Carry is tested across the fund’s specified capital and results. It can still pay before final liquidation once its conditions are met. “European” describes a convention, not a geographic restriction.

American / deal-by-deal waterfall

Carry can be paid after individual realizations. Agreements may first net prior losses, write-downs, or expenses. “American” is not a universal formula. The whole-pool calculator does not administer deal-specific loss accounts.

Clawback / escrow

A clawback can require repayment of excess carry under agreed conditions. Escrow holds some money back before release. Neither automatically guarantees full recovery; timing, tax limits, enforceability, and who owes the repayment matter.

Recycling / recallable distributions

Recycling reuses proceeds for investments. Recallable distributions may be called again under the agreement. They affect commitment limits, paid-in capital, and return calculations; the lab does not assume either.

Subscription line / capital-call facility

Fund borrowing can bridge investments before investor capital is called. This changes LP cash-flow dates and adds borrowing costs. It is separate from property or portfolio-company debt and is outside the live model.

Terminology references: A.CRE on carried interest, ILPA glossary, Carta on hurdles, and Microsoft’s IRR definition. The agreement controls the specific economics.

Choose a case with a purpose

Common structures: what can I explore?

The examples cover core classroom structures. Use this map to see what is calculated, what is explained, and what needs a more detailed agreement-specific model.

Calculated

Capital back, loss, and no carry

Pro rata, partial capital loss, complete loss, and capital recovered with preference still unpaid.

Open worked example →
Calculated

No hurdle or hard hurdle

Zero preference or cumulative simple/compound preference with carry only above it.

Open worked example →
Calculated

GP catch-up

50%, 80%, and 100% catch-up allocations; completed and cash-constrained catch-ups.

Open worked example →
Calculated

Tiered real estate promote

Two LP IRR hurdles and a marginal upper promote. Compare carry on the LP pool with an all-in GP residual share.

Open worked example →
Calculated

Funding and fee variations

GP co-investment or zero GP capital; upfront or staged calls; commitment-based annual fees with a rate step-down.

Open worked example →
Calculated

Early versus final distributions

One early payment after all calls and one final payment; capital-first or preference-first. Both use annual dates.

Open worked example →
Explained with numbers

Whole-fund versus deal-by-deal

The live engine uses whole-pool economics. The comparison below shows why early deal carry can require a later clawback.

See the comparison →
Separate model required

More complex preferred equity and promote terms

LP capital priority over GP capital; noncumulative or current-pay preference; three or more tiers; equity-multiple/IRR dual hurdles; retroactive soft-hurdle cliffs.

Separate model required

Additional cash-flow and fund provisions

Recurring distributions before later calls, daily dates, refinance debt schedules, invested-capital/NAV fee bases, offsets and waivers, recycling, subscription lines, investor side letters, tax allocations, and contractual clawbacks.

All 33 worked examples

Select a title to load that example’s assumptions directly.

The fundamentals · 9 examples
Real estate · 8 examples
Private equity · 8 examples
Venture capital · 8 examples

Why whole-fund and deal-by-deal can pay differently

Assume two $10M investments, no fees, no preference, no GP co-investment, and 20% carry. Deal A exits first for $20M; Deal B later returns zero. The simple deal-by-deal illustration below pays carry on A before recognizing B’s loss.

Illustrative early carry and final true-up · USD
EventWhole-fundDeal-by-deal illustration
Deal A pays $20M$20M to LPs; $0 carry$18M to LPs; $2M carry
Deal B pays $0$0 further distributions$0 further investment distributions
Final fund profit$0$0
Carry allowed by a 20% whole-fund profit target$0$0; $2M was paid in excess
If $2M is fully clawed backLP total $20M; carry $0LP total $20M; carry $0

A real deal-by-deal agreement may require loss netting, write-down adjustments, reserves, escrow, and earlier true-ups. Those protections can change the early $2M payment. Full recovery is an assumption in the last row, not a guarantee. The live calculator does not implement this clawback.

Compare ILPA’s whole-fund and deal-by-deal model agreements →

A 15-minute classroom walkthrough

  1. Choose the general example. Predict the total equity requirement and each partner’s check.
  2. Follow capital back, preferred return, and the residual split. Keep the GP’s co-investment separate from carry.
  3. Add a catch-up, then change the exit value. Explain who receives the next dollar.
  4. Open one industry lab. Compare its assumptions and downside with the general case.
  5. Use “Add timing” to pay some cash earlier. Compare annual payments, accrued preference, carry, and LP IRR.
  6. Copy a scenario link or download the CSV to explain your result to someone else.

Sources & model scope

The tools use original teaching calculations. Source documents provide context for agreement mechanics and observed fund economics. The baseline pays cash at final exit; a separate timing step compares one early distribution and a reduced final payment. Both use annual dates and pre-tax dollars. The models do not implement every LPA provision.

ILPA workshop · worked whole-fund waterfall, slide 12

Independent arithmetic benchmark: $100M capital, $4M accrued preference, $112M to LPs, and $3M carry. The general-page adaptation simplifies the dates.

A.CRE · payment timing, preferred return, and capital

Distinguishes a cash yield from an IRR hurdle and explains why the agreement’s distribution provisions matter.

ILPA model LPA · whole-fund distributions and clawback

An example agreement, not a universal set of terms. See §§14.3 and 14.7; its bracketed catch-up allocation is 80%.

A.CRE · real estate catch-up and promote mechanics

Shows how sponsor fees, hurdles, catch-ups, and promote conventions can differ.

Carta · 2025 Fund Economics Report

Context for fee and carry terms observed on Carta’s platform; the presets here are illustrative, not a market quote.

Reviewed October 21, 2026.