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Fund Terms

Distribution Waterfall

Fund Terms

What is Distribution Waterfall?

The distribution waterfall is the contractual mechanism in a fund’s Limited Partnership Agreement (LPA) that defines the order and priority in which cash proceeds from investments are distributed between the GP and LPs. A typical waterfall flows through tiers: first returning LP contributed capital, then paying a preferred return (hurdle rate) to LPs, then a GP catch-up, and finally splitting remaining profits between the GP (as carried interest) and the LPs.

Why It Matters

The distribution waterfall is one of the most critical economic terms in a fund’s LPA. It directly determines how profits are shared between GPs and LPs and can significantly impact net returns. LPs must carefully analyse waterfall mechanics during fund due diligence.

Key Takeaways

  • 1

    Defines the priority order for distributing fund proceeds between the GP and LPs.

  • 2

    Typical tiers: return of capital, preferred return, GP catch-up, and profit split.

  • 3

    A critical LPA term that directly impacts LP net returns and GP economics.

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Explore related concepts from the same category to deepen your understanding.

Fund of Funds (FOF)

A Fund of Funds is a pooled investment vehicle that allocates capital to a portfolio of underlying private equity, venture capital, or other alternative investment funds rather than investing directly in companies. FOFs provide diversification across GPs, strategies, vintages, and geographies, and are commonly used by institutional investors and family offices seeking managed access to the PE/VC asset class.

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General Partner (GP)

The General Partner is the entity (typically the fund management firm or its affiliate) responsible for managing a private equity or venture capital fund, making investment decisions, and handling day-to-day operations. The GP bears unlimited liability for the fund’s obligations and earns management fees and carried interest in exchange for managing LP capital.

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Limited Partner (LP)

A Limited Partner is an investor in a private equity or venture capital fund who contributes capital but does not participate in the fund’s management or investment decisions. LPs enjoy limited liability (their exposure is capped at their capital commitment) and include pension funds, sovereign wealth funds, endowments, insurance companies, family offices, and high-net-worth individuals.

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GP Commitment

GP Commitment is the capital that the General Partner (or its principals) commits to the fund alongside LPs, typically ranging from 1% to 5% of total fund size. This “skin in the game” aligns the GP’s economic interests with those of the LPs and is a standard term evaluated by institutional investors during fund due diligence.

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