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Guide

Carry allocation and vesting

From the fund's waterfall to each partner's points.

By SRM, Executive Director · Updated October 2026

How is carried interest allocated within a GP?

Carry paid by the fund goes to a carry vehicle, whose own agreement allocates 'points' to partners and employees, sets vesting schedules and forfeiture rules, and decides how escrow and clawback obligations are shared.

Two documents

The LPA decides how much carry the GP earns; the carry vehicle agreement decides who gets it. Both must be modelled.

Vesting and leavers

Points usually vest over several years. Good and bad leaver provisions determine what departing partners keep.

Clawback sharing

If carry is clawed back, each recipient's share of the obligation follows their allocation — so allocations must be kept historically, not just currently.

Questions

Does FUN/D track carry points?

Yes, with history and vesting schedules.

About the author

SRM, Executive Director. Founder and lead designer of FUN/D.

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