Waterfall distributions flow through tiers: first, LP investors receive their preferred return (typically 6-10% annually on invested capital). After the preferred return is met, remaining profits are split between GP and LP based on a promote structure, often 20-30% to the GP.
- Tier 1: Return of capital to all partners (pro-rata)
- Tier 2: Preferred return to LP (6-10% annual, cumulative)
- Tier 3: GP catch-up (GP receives until they match LP percentage)
- Tier 4: Remaining profits split via promote (70/30 or 80/20)
- Promote is the GP incentive fee above their pro-rata equity share
| Waterfall Tier | Who Receives | Typical Structure |
|---|---|---|
| Return of Capital | All partners | Pro-rata by equity |
| Preferred Return | LP investors | 6-10% annual on capital |
| GP Catch-Up | GP | Until GP matches LP return % |
| Promote Split | GP/LP split | 20/80 or 30/70 |