In a four-part guest series, Arthur H. Kohn, partner at Cleary Gottlieb, along with Andrew L. Oringer and Steven W. Rabitz, partners at Dechert, summarize the principal U.S. federal income tax and related design considerations associated with carried interest arrangements for individuals who are employed by or otherwise provide services to sponsors of private investment funds. This third article reviews practical and design considerations related to profits interests in a tax partnership, including the treatment of profits interests and capital interests as separate interests in a partnership; dual-status issues; phantom income; and tax distributions. The first article
provided background on carried interest arrangements and examined relevant analytical considerations. The second article
discussed 83(b) elections; fee-waiver provisions; and the tax treatment on the repurchase or disposition of profits interests or the payment in liquidation of profits interests. The fourth article
will explore additional practical and design considerations. For additional commentary from Rabitz, see “Becoming a Plan Assets Fund May Limit Hedge and Other Private Funds’ Abilities to Charge Fees
” (Apr. 21, 2016); and “Recent Developments Affect Classifications of Control Groups and Fiduciaries Under ERISA
” (Apr. 14, 2016).