Masterclass

Understanding Private Equity Structures

How a private equity fund is put together, where its returns come from, what the fees really cost, and the questions to ask before committing.

update Last updated 1 August 2026 list_alt 5 sections

A written masterclass, roughly nine minutes to read. It explains structure and mechanics; it is not advice and not an offer of any fund. Capital committed to private funds is at significant risk.

Section 01

The shape of a fund

Almost every private equity fund is the same legal shape: a limited partnership with a fixed life, a manager who decides, and investors who commit and wait.

General partner (GP)
The manager. Sources deals, makes decisions, charges the fees, and usually invests its own money alongside yours.
Limited partners (LPs)
The investors. Commit capital, have no say in decisions, and are liable only up to their commitment.
Fund life
Typically ten years with extension options. The extensions are used more often than the marketing suggests.
Investment period
The first four or five years, during which capital is called and deployed.
Harvest period
The remainder, during which holdings are sold and proceeds distributed.
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GP commitment is the alignment signal

How much of their own money the manager has in the fund tells you more about alignment than any presentation. Ask for the figure, and whether it is cash or a fee waiver.

Section 02

Where the return actually comes from

Private equity returns decompose into three sources. Knowing which one a manager relies on tells you whether the record is skill or weather.

SourceWhat it isHow durable
LeverageBuying with borrowed money, which magnifies gains and losses.Depends entirely on the rate environment.
Multiple expansionSelling at a higher valuation multiple than was paid.Largely market conditions, not skill.
Operational improvementGrowing revenue or margin in the underlying business.The only genuinely repeatable source.
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Ask for the attribution

A manager whose historic returns came mostly from leverage and rising multiples during a decade of cheap money has not demonstrated much. Ask them to attribute past returns across these three. A good manager has the answer ready.

Section 03

The fee stack, honestly

Management fee
Commonly around 2% a year, often charged on committed capital during the investment period — including money not yet drawn.
Carried interest
The manager’s share of profits, typically 20% above a hurdle.
Hurdle rate
The return investors receive before carry starts, often 8%. Whether it is a hard hurdle or subject to catch-up matters enormously.
Catch-up
A clause letting the manager take a large share of returns just above the hurdle until they have their full 20% of everything. Easy to miss, expensive to ignore.
Transaction and monitoring fees
Charged to portfolio companies. Ask what share is offset against the management fee — the answer varies from all to none.
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Gross to net is the only number that matters

A fund reporting a gross return of 20% may deliver something in the low teens net. Always ask for net-to-investor figures, after every fee, and for the same vintage as your commitment.

Section 04

Why the headline number can mislead

  • IRR is time-sensitive: an early, quick exit inflates it permanently, even if little money was made.
  • A multiple on invested capital ignores time entirely — 2x over four years and over twelve are very different.
  • Unrealised value is the manager’s own estimate until an asset is actually sold.
  • Subscription lines of credit delay capital calls and flatter IRR without improving the outcome.
  • Quartile rankings depend on which peer set is chosen, and the manager usually chooses it.
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Ask for DPI

Distributions to paid-in capital is cash actually returned divided by cash actually put in. It cannot be estimated or flattered. For a mature fund it is the honest number.

Section 05

Questions worth asking

  1. 1What is your net-to-investor return by vintage, and what is DPI on the mature funds?
  2. 2Attribute past returns across leverage, multiple expansion and operational improvement.
  3. 3How much of your own capital is in this fund, and is it cash?
  4. 4Is the hurdle hard, and is there a catch-up? Show me the arithmetic on a worked example.
  5. 5What share of transaction and monitoring fees is offset against management fees?
  6. 6What happens if key people leave? Is there a key-person clause with teeth?
  7. 7How many funds have run past their stated term, and why?
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This document was last updated on 1 August 2026. We publish the current version here at all times; superseded versions are available on request.

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