Waterfalls
What is the difference between a catch-up and a promote split?
A catch-up reallocates distributions after the preferred return so the sponsor reaches an agreed share, while the promote split governs residual upside after that tier.1,2
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Catch-up and promote are related but separate mechanics inside the economics stack. For sponsors, LP finance teams, administrators, and counsel reviewing distribution economics, the practical answer is to treat the question as part of distribution modeling, return thresholds, preferred return, catch-up, promote, reserves, true-up, and clawback review, not as a one-off definition. The record should show the governing agreement, proceeds schedule, capital accounts, waterfall model, reserve analysis, distribution notice, and approval record so an investor, lender, counsel, administrator, or operating lead can reconstruct the decision later. Model each tier independently so investors can see return of capital, preferred return, catch-up, and residual split in order. The common failure mode is combining catch-up and promote language in a way that overstates or understates sponsor carry at exit.1,2
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Related glossary terms
Related questions
What should be checked before running a distribution waterfall?
The team should check proceeds, capital accounts, return thresholds, preferred return, catch-up terms, reserves, fees, expenses, and document language.
How should sponsors explain a preferred return in investor materials?
They should explain the rate, compounding method, accrual period, payment priority, catch-up interaction, and whether unpaid amounts carry forward.
When should a waterfall model include a clawback reserve?
It should include one when interim distributions could overpay sponsor carry before final performance, expenses, taxes, or future losses are known.
Related comparisons
Preferred Return vs Hurdle Rate
Preferred return and hurdle rate both define the return threshold LPs receive before the sponsor participates in upside. The distinction is usually structural rather than conceptual. For sponsors, the decision affects return thresholds, reporting cadence, and who owns execution risk.
Waterfall vs Promote
The waterfall defines distribution order. Promote defines the sponsor's share of upside inside that order. For sponsors, the decision affects sponsor economics, reporting cadence, and who owns execution risk.
Sources & References
- 1.Institutional Limited Partners AssociationCapital Call & Distribution Notice TemplateILPA(Capital call, distribution notice, LP reporting, and investor communication standards.)primary · workflow-standard · waterfalls
- 2.Internal Revenue ServicePartnershipsIRS(Partnership tax and reporting context for private vehicles.)primary · tax-context · waterfalls