CFA Level III · Private Markets Pathway
General Partner and Investor Perspectives and the Investment Process: formula sheet
Key formulas
- GP compensation
- GP income = management fee + carried interest (+ return on GP's own co-investment)
- Management fee is usually a percentage of committed or invested capital. Carry is a share of profits, often after a hurdle rate.
- LP liability
- Maximum LP loss = capital committed and drawn (plus any returned amounts subject to clawback or recall)
- Limited liability is the reason LPs must stay passive in management.
- Unfunded commitment
- Unfunded commitment = total commitment − capital called to date
- The LP must keep liquidity to meet future capital calls.
- Alignment check
- Alignment is stronger with: higher GP co-investment, carry after hurdle, clawback, key person clause
- Use as a checklist, not a calculation.
- Management fee
- Fee = fee rate × fee base
- The base may be committed capital, invested capital or NAV. Read which one the question states.
- Hard hurdle carry
- Carry = carry rate × (profit − hurdle amount)
- With a hard hurdle and no catch-up, the GP earns carry only on profit above the hurdle.
- Soft hurdle with full catch-up
- If profit exceeds the point where catch-up completes, Carry = carry rate × total profit
- After the hurdle is met, the GP receives distributions until it holds the carry rate share of total profit, then the split continues at the carry rate.
- Preferred return amount
- Compounding: Hurdle amount = capital × ((1 + hurdle rate)^years − 1). Simple interest: Hurdle amount = capital × hurdle rate × years.
- Use the compounding form unless the question says the preferred return is simple interest. Then use capital × hurdle rate × years, as in the worked examples.
- Clawback amount
- Clawback = carry paid − carry rate × cumulative profit (limited to what the terms require, and often net of tax)
- Applies when the carry paid exceeds the entitled amount at fund end. Check the stated cap.
- Waterfall order (European)
- 1) Return of contributed capital and fees; 2) preferred return; 3) catch-up; 4) carry split
- Applied to the whole fund before the GP earns carry.
- Stage sequence
- Sourcing → Screening → Due diligence → Valuation and structuring → Execution (closing) → Monitoring and value creation → Exit
- Know the order and the purpose of each stage. This is a framework, not a calculation.
- Deal funnel yield
- Deals closed ÷ Deals sourced
- A simple measure of how selective the process is. A low ratio shows strong filtering but does not by itself prove skill.
- Money multiple (for exit review)
- Total value to paid-in (TVPI) = (Distributions + Remaining value) ÷ Paid-in capital
- Use when an exam asks you to judge the outcome of the process after exit or partial exit.
- GP diligence on target: main strands
- Commercial + Financial + Legal/Tax + Operational + ESG
- Use as a checklist. Commercial tests the market and strategy; financial tests the numbers and quality of earnings.
- LP diligence on GP: two parts
- Investment due diligence + Operational due diligence (ODD)
- Add a review of fund terms and alignment. Investment DD asks whether returns can be repeated; ODD asks whether the firm is controlled and honest.
- Red flag response
- Finding → size of risk → can it be fixed or priced → proceed, renegotiate, or walk away
- Every red flag should end in an action, not just a list.
- Money multiple (TVPI)
- TVPI = (Distributions + Residual value) ÷ Paid-in capital
- Gives total value created per unit of capital paid in. It ignores timing.
- Realized multiple (DPI)
- DPI = Cumulative distributions ÷ Paid-in capital
- Shows cash actually returned. Exits raise DPI.
- Residual value to paid-in (RVPI)
- RVPI = Residual value ÷ Paid-in capital
- TVPI = DPI + RVPI.
- Equity value at exit
- Equity value = Enterprise value − Net debt
- Enterprise value is usually exit multiple × metric, such as EBITDA.
- Sources of value creation
- Value change = EBITDA growth + Multiple change + Net debt reduction
- A simple way to attribute gain to each lever.
Quick revision
- GPs manage the fund and earn fees and carry; LPs supply capital and have limited liability and limited control.
- Management fee compensates the GP for running the fund; carried interest rewards performance.
- LPs must receive the preferred return (hurdle rate) before the GP earns carried interest; with a catch-up, the GP then takes a larger share of subsequent profits until it has its agreed percentage of total profits.
- A catch-up lets the GP receive a larger share of profits after the hurdle until it reaches its agreed profit share.
- A whole-of-fund (European) waterfall returns all contributed capital and the hurdle to LPs before any carry, so it is more LP-friendly; a deal-by-deal (American) waterfall pays carry earlier and so needs clawback protection.
- A clawback makes the GP return excess carry if LPs end up short of their agreed return.
- Key person and removal clauses protect LPs if the team changes or performs badly.
- Co-investment by the GP aligns interests because the GP shares losses.
- The process runs from sourcing and screening to due diligence, structuring, monitoring, value creation and exit.
- Due diligence tests the strategy, team, track record, terms, operations and legal and tax risks.
- Exit routes include sale to a strategic buyer, sale to another fund, public listing and recapitalisation.
- In every answer, link the point to the client's objectives and constraints, including liquidity.
Common mistakes
- Saying LPs manage the fund or vote on individual investments. Fix: Remember that LPs are passive to protect limited liability. They hold governance rights through terms and advisory committees, not deal decisions.
- Treating the GP and LP as having identical goals. Fix: Name the difference: the GP earns fees even when returns are modest, while the LP cares about net returns and liquidity.
- Applying carry to total profit when there is a hard hurdle. Fix: With a hard hurdle, carry applies only to profit above the hurdle. With a soft hurdle and catch-up, the GP can reach carry on all profit.
- Mixing up European and American waterfalls. Fix: Remember European = whole fund, American = deal by deal. Deal-by-deal pays the GP sooner and raises clawback risk.
- Mixing up screening and due diligence. Fix: Screening is quick and checks fit with the mandate. Due diligence is deep, costly verification after a deal passes screening.
- Treating sourcing as passive. Fix: Remember proprietary sourcing through networks and direct outreach. It can reduce competition and improve pricing but needs effort.
- Confusing commercial and financial due diligence. Fix: Commercial = market, competition, customers, growth plan (outlook). Financial = accuracy and quality of earnings, cash flow, debt, working capital (numbers).
- Treating operational due diligence as a review of investment skill. Fix: ODD tests the firm's controls: valuation policy, administrator, cash handling, compliance, cybersecurity, key-person and succession. Strategy and track record are investment diligence.
- Treating multiple expansion as a skill-based lever the GP can control. Fix: Say it depends mostly on market conditions. Growth, margins and debt paydown are more within the GP's control.
- Saying an IPO gives a full and immediate exit. Fix: Note that lock-ups and gradual share sales usually mean the GP exits over time, with price risk.
Exam tips
- Start every answer by stating whose perspective is being asked, then keep to it.
- In fund selection questions, link each factor (team, strategy, terms, track record) to the LP's stated objectives and constraints.
- Alignment terms are favourite exam points: GP co-investment, hurdle, clawback, key person and advisory committee.
- In essays, give exactly the number of responses requested, in order, and keep each to one clear reason.
- Show unfunded commitment or liquidity calculations step by step and type the number with its currency.
- Write the waterfall tiers as a short list in your answer. A correct number alone earns calculation credit, but showing tiers protects you if the number is off.
- When asked to explain alignment, name the term and its effect on who bears risk, for example: clawback returns overpaid carry to LPs.
- For compare questions, give one point per side: European favours LPs, American favours earlier GP payment.