Finance, from first principles.
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Jul 22, 2026
The waterfall, the carry, and each LP's cash flows on one page
Omar Hussain
An LP commits capital to a private equity or venture fund for roughly ten years. Before the check clears, they want one answer: if I invest, what do I get back, and on what terms?
Why it matters: The Limited Partnership Agreement sets the economics in words. The model sells them. A fund's waterfall, carried interest, and pro-rata investor cash flows are a simulation of how a GP deploys and returns capital, built to convince someone to lock up money for a decade.
A track record from a prior fund outweighs any pro forma once due diligence starts.
But the model is still required. It shows an LP that the GP has thought about deployment and value creation, not just raising.
I built the model below years ago, when I wanted to understand the capital-raise math from first principles.
The waterfall is the engine. Three vintages deploy over Years 1 to 3. Management fees run at 1.5 per year. A hurdle accrues before the GP earns a cent, and carried interest comes out only at the end.

The headline is two numbers.
| Gross IRR | 32% |
|---|---|
| Net IRR, after fees and carry | 25% |
Between the lines: the seven-point gap between gross and net is the price of the GP. That is where management fees and carried interest land, and it is the first thing a sharp LP pressure-tests.
Every LP scales the fund down to their own check. On a $10m commitment at a 10% pro-rata share, the fund's cash flows become the investor's: money out in the early years, distributions once exits land in Years 6 to 8.

One bridge explains the whole thing. Value creation, not leverage or fees, drives the number.

The bottom line: 100 invested becomes 340 gross and 276 net. The value-creation bar is the pitch. Everything else is mechanics an LP already knows.
Go deeper
The full Excel model, with the waterfall, carry calculation and pro-rata cash flows is attached to this letter for download.
Files that accompany this letter.
Fund-structure-and-investment-model.xlsx
Fund-structure-and-investment-model.xlsx · 31.8 KB