Hurdle Rate

The minimum annual return a fund must generate for LPs before the GP starts earning carried interest.

A hurdle rate (also called a preferred return) is a minimum threshold return, commonly 8% annually in venture and private equity, that LPs must receive before the GP is entitled to any carried interest. It's meant to ensure GPs only get paid performance compensation once LPs have earned a baseline return on their capital.

Hurdle rates are more common and more strictly enforced in buyout and private equity funds than in venture capital, where many funds — particularly at the earlier stages — forgo a hurdle entirely given the difficulty of predicting venture-style outlier returns and the long time horizon before any distributions occur.

A hurdle changes what the GP is incentivized to maximize. Without one, a GP earning carry on any profit cares only about the multiple, however long it takes. With a hurdle, time becomes money: a 2x return in four years clears the bar easily, while the same 2x stretched over twelve years may leave little or nothing for carry.

The hurdle is a threshold for GP compensation, not a guaranteed return to LPs. If a fund returns 1.2x over ten years, LPs simply get their money back plus whatever profit exists — nobody tops them up. The hurdle only decides how profits are split when profits exist.

Two details in the LPA change the economics: whether the hurdle compounds or accrues as simple interest, and whether a GP catch-up follows it. In a catch-up tier, the GP receives a disproportionate share of distributions — often all of them — until it has its full carry percentage of total profits. Catch-ups at less than 100% also exist and are friendlier to LPs.

Worked example

A $100M fund with an 8% hard hurdle (simple interest, no catch-up) distributes $180M after eight years. LPs first get their $100M back, then 8% x $100M x 8 years = $64M of preferred return — $164M in total. Only the remaining $16M is split, so 20% carry is $3.2M. Had the fund distributed $150M, the GP would earn no carry at all.

In practice

If a fund's terms include a hurdle, check whether it's a 'hard' hurdle (GP never catches up on the missed return) or a 'soft' hurdle with a catch-up provision (GP eventually gets their full carry percentage once the hurdle clears) — the difference materially affects LP economics.

Do all venture funds have a hurdle rate?

No — many early-stage venture funds skip a formal hurdle rate entirely, unlike buyout and growth-equity funds where an 8% preferred return is close to universal.

Is a hurdle rate a guaranteed return for LPs?

No. It's the minimum LPs must receive before the GP earns carry. If the fund underperforms, LPs get whatever the fund returns and the GP earns no carry; nobody makes up the shortfall.

What is a GP catch-up?

A waterfall tier after the preferred return in which the GP receives a disproportionate share of distributions — often 100% — until it has caught up to its full carry percentage of total profits. A catch-up effectively converts a hurdle into a soft hurdle.

Are 'preferred return' and 'hurdle rate' the same thing?

In most venture and private equity documents, yes — both describe the minimum LP return before the GP participates in profits. Some sources draw technical distinctions, but in practice the terms are used interchangeably.

Related terms

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