## **Learning Outcomes**

This article explains NAV-based fee and waterfall structures for investment funds, including:

- Understanding how management (NAV-based) fees are defined, calculated from periodic NAV, and reflected in gross versus net returns to investors.
- Explaining the mechanics of performance (incentive) fees, with particular attention to hurdle rates, soft versus hard hurdles, and high water marks that restrict when incentive fees can be charged.
- Tracing step-by-step fee calculations in typical CFA Level 1-style questions, distinguishing between fund profits, fee amounts, and investor net returns.
- Describing the structure and purpose of distribution waterfall provisions in private equity and similar funds, from return of capital and preferred return through catch‑up and carried interest.
- Comparing European (fund-as-a-whole) and American (deal‑by‑deal) waterfalls and their implications for the timing and magnitude of carried interest.
- Evaluating the incentive effects, risks, and potential conflicts of interest embedded in different combinations of management fees, performance fees, hurdles, high water marks, and waterfall structures.
- Interpreting wordings commonly used in exam questions (such as “2 and 20,” “preferred return,” and “catch‑up”) and mapping them to the correct inputs, calculations, and distribution sequence.

## **CFA Level 1 Syllabus**

For the CFA Level 1 exam, you are expected to understand investment fund fee structures and how profits are allocated between managers and investors, with a focus on the following syllabus points:

- Defining NAV-based management fees and how they are calculated.
- Explaining the mechanics of performance (incentive) fees, including hurdle rates and high water marks.
- Outlining how waterfall provisions work to allocate investment returns among sponsors and investors.
- Assessing the incentives, risks, and potential conflicts implicit in various fee and waterfall arrangements.

## **Test Your Knowledge**

_Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision._

1. An investment fund charges a 2% annual management fee based on NAV and a 20% performance fee above an 8% hurdle rate. If NAV at year-end is \$110m, initial NAV was \$100m, and there are no new capital flows, what are the gross and net returns for investors?
2. What is a "high water mark," and how does it affect performance fee calculation?
3. Explain the purpose of a waterfall provision in a private equity fund and describe the typical order in which distributions are made.

## **Introduction**

NAV-based fees and waterfall provisions are common in investment funds such as mutual funds, hedge funds, and private equity. Properly understanding how fees and incentive payments are structured—and how returns are distributed—is essential for candidates preparing for the CFA exam.

> **Key Term: NAV (Net Asset Value)**
> The total value of a fund’s assets minus its liabilities, used to determine management and performance fees.

## Management (NAV-Based) Fees

Most funds charge an annual management fee based on the fund’s NAV. This fee is intended to cover the ongoing cost of managing the fund's assets.

> **Key Term: Management fee**
> A recurring fee charged as a percentage of fund NAV, compensating the manager for portfolio administration.

The management fee is usually calculated as a fixed percentage (e.g., 1%–2%) of the fund's periodic NAV. It is charged regardless of performance, aligning manager compensation with fund size rather than investor returns.

## Performance (Incentive) Fees

Many funds also include a performance or incentive fee, which rewards managers for generating profits above a specified threshold.

> **Key Term: Performance (incentive) fee**
> A fee, typically a percentage, charged on profits realized above a hurdle rate or benchmark.

Performance fees are typically calculated as a percentage (e.g., 20%) of investment profits above a hurdle rate, which could be an absolute percentage (e.g., 8%) or a benchmark return.

> **Key Term: Hurdle rate**
> The minimum return investors must receive before performance fees are paid to the manager.

A “soft” hurdle means the performance fee applies to all profits if the hurdle is exceeded; a “hard” hurdle means the fee only applies to the profits above the hurdle itself.

> **Key Term: High water mark**
> The highest value that the fund’s NAV has achieved on which performance fees have previously been paid. Managers only earn incentive fees on new profits above this mark.

High water marks prevent investors from being charged performance fees more than once on the same investment gains.

## Waterfall Provisions

A waterfall provision sets out the sequence in which a fund distributes investment returns to investors (limited partners) and to the fund managers (general partner or sponsor).

> **Key Term: Waterfall (distribution waterfall)**
> The contractual order in which fund distributions or profits are shared between investors and managers.

The typical order is:

1. **Return of capital:** Investors receive back their original invested capital.
2. **Preferred return (hurdle):** Investors receive a defined minimum rate of return (e.g., 8%) before any performance fee is paid.
3. **Catch-up:** The manager may receive a larger share of returns until the performance fee “catches up” to the agreed percentage.
4. **Carry:** All additional profits are split according to the agreed carried interest, e.g., 80% to investors, 20% to the manager.

> **Key Term: Carried interest (carry)**
> The share of profits (commonly 20%) allocated to fund managers as an incentive after returns exceed the hurdle.

Different funds use “European” or “American” (deal-by-deal) waterfall models, meaning profits are either distributed fund-wide after all invested capital is returned (European), or as soon as profits are earned on individual deals (American).

## Incentives, Conflicts, and Risks

NAV fees tie manager remuneration to the size of assets. This could incentivize asset gathering rather than maximizing returns. Performance fees align manager and investor interests, but may encourage risk-taking or gaming if not paired with suitable hurdles and high water marks.

Waterfalls protect investor interests but can become complex, especially when managers receive performance fees before investors have received minimum returns on all invested capital.

### **Worked Example 1.1**

**A hedge fund charges a 2% management fee on year-end NAV and a 20% incentive fee on profits over an 8% hurdle (using a high water mark). The initial NAV is \$100m. In the first year NAV rises to \$115m, with no subscriptions or redemptions. Calculate fees and investor return.**

> **Answer:**  
> Management fee: 2% × \$115m = \$2.3m  
> Gross fund profit: \$115m – \$100m = \$15m  
> Hurdle: 8% × \$100m = \$8m  
> Performance fee: 20% × (\$15m – \$8m) = 20% × \$7m = \$1.4m  
> Net return to investors: \$15m – \$2.3m – \$1.4m = \$11.3m  
> Net investor return: \$11.3m / \$100m = 11.3%

### **Worked Example 1.2**

**A private equity fund has \$200m invested. Its waterfall calls for: (1) full return of capital to LPs, (2) 8% preferred return to LPs, (3) 80/20 split on all additional profits. The fund realizes \$300m after five years. How are profits allocated?**

> **Answer:**  
> Step 1: Return of capital: \$200m to LPs  
> Step 2: Hurdle: 8% annual compounded = \$93.9m (rounded) over 5 years  
> Step 3: Total returned before split: \$200m + \$93.9m = \$293.9m  
> Step 4: Remaining profit: \$300m – \$293.9m = \$6.1m  
> Step 5: Carry split: GP receives 20% × \$6.1m = \$1.22m, LPs receive 80% × \$6.1m = \$4.88m  
> Final allocation:

- LPs: \$200m + \$93.9m + \$4.88m = \$298.78m
- GP: \$1.22m

### **Exam Warning**

> On the exam, carefully check whether the hurdle is “soft” or “hard” and whether the distribution waterfall is on a fund-as-a-whole (European) or deal-by-deal (American) basis. Ignore interim cash flows unless the question specifies otherwise.

## **Summary**

NAV fees and waterfall provisions are essential for understanding how investment profits and risks are split. Management fees provide stable compensation to the manager, while performance fees and waterfall structures align interests but can introduce complexity or conflict. Clear calculation of fees and carried interest is critical for interpreting investor outcomes.

## **Key Point Checklist**

_This article has covered the following key knowledge points:_

- Management (NAV-based) fees are charged as a percentage of fund assets.
- Performance fees reward managers for returns above a hurdle rate and may use high water marks.
- Waterfall provisions order the return of capital, preferred returns, and the splitting of profits.
- Carried interest is the portion of profits after preferred returns, typically 20% for the manager.
- Investor and manager incentives can conflict and should be assessed.

## **Key Terms and Concepts**

- NAV (Net Asset Value)
- Management fee
- Performance (incentive) fee
- Hurdle rate
- High water mark
- Waterfall (distribution waterfall)
- Carried interest (carry)

Valuation and performance - NAV fees and waterfalls