In private equity and venture capital practice, the
carried interest partner is the special‑purpose partner through which the
fund’s executives and other carry participants hold and receive their entitlement to carried interest under the fund waterfall. It aggregates individual carry
interests so that each participant need not be admitted as a partner in the fund itself.
The carried interest partner is commonly constituted as a limited partnership that is itself a limited partner in the fund (for example, an English, Scottish, Northern Irish or Irish limited partnership). Scottish limited partnerships have separate legal personality; other UK and Irish limited partnerships generally do not. In some structures the carried interest partner is combined with, or is the same vehicle as, the general partner and/or the founder partner, although it is often kept separate for commercial, regulatory and tax reasons. Alternative forms (such as an LLP or company) are occasionally used.
This is a market term used in fund documentation rather than a concept defined by statute or case law. Usage and effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.