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Corporate Foundations
Article #6
What do we know about the
fees of venture capital funds?
by Filippo Ippolito
2
The Corporate Foundations Project
Bring corporate finance from academic theory to practice
Objective
Speak to a non-academic
audience, whose focus is
implementation rather
than theory
02
01
03
Target Audience
Professionals with
knowledge of finance at
undegraduate or master
level
The Idea
A series of articles to
address the most
interesting and
challenging issues in
corporate finance
3
Question:
How are venture
capitalists
compensated?
4
How are
venture
capitalist
compensated
for running a
fund?
How is compensation
distributed across fund
managers within the
same fund?
How much of the
compensation
depends on
previous funds?
5
Step 04
Inequality within the VC firm
Step 03
Looking at the evolution of fees over
several funds
Step 02
Carried interest and management
fees
Step 01
Limited Partnerships
Follow these steps to get some answers (and some new questions!)
What is the typical structure of
a venture capital fund?
How much of the
compensation depends on
market conditions and on
previous funds?
How is compensation
distributed among partners
within a venture capital firm?
How are venture capitalists
compensated?
6
What is the typical structure of
a venture capital fund?
7
Limited parternships are still the
standard
8
Typical structure of venture capital funds
9
Off-shore vs on-shore
Info from
10
Typical timeline of venture capital funds
Info from
11
Common questions on the structure of VC firms
+
Why are private equity funds commonly structured as
partnerships rather than companies?
The vast majority of private equity funds are structured as
partnerships rather than companies to allow for ‘tax
transparency’.
This means that the partnership, in this case the Fund entity,
will not itself be liable for any tax.
Instead, tax authorities will tend to ‘look through’ the
partnership and instead levy taxes on the partners directly.
It is this feature which allows some private equity funds to
qualify for capital gains treatment on their returns, as capital
gains tax is levied at the investor, rather than the entity, level.
+
+
Why set up a venture capital fund offshore rather than
onshore?
Whilst the tax transparent partnership structure employed by
most VC funds ensures that the tax advantages in starting a VC
fund offshore are negligible; offshore jurisdictions still retain
their political and regulatory advantages over onshore
alternatives.
Offshore jurisdictions like the Cayman Islands and British Virgin
Islands (BVI) tend to have a significant degree of political and
regulatory stability, based on the English legal system, creating
a benign environment for launching and maintaining a venture
capital fund.
...or at least this is what is being argued
+
Info from
Info from
12
Takeaways
First Fact
Venture capitalists use
limited partnerships as
their preferred
investment vehicle, be
it on- or off-shore
01
Second Fact
Limited partnerships
are tax transparent, in
the sense that their
income is not subject
to corporate tax, as is
the case for a standard
corporation
02
Third Fact
Limited partners are
constrained in their
ability to intervene in
the choices of the
fund. The responsibility
lies with the general
partners.
03
+ + +
Some general rules about venture capital firms
13
How are venture capitalists
compensated?
14
Limited Partnership Agreements in VC
How VC funds are organized - The contracts between Limited and General Partners
+
Nature of the contract
The partnership agreement signed at the fund’s inception
defines the compensation over the fund’s life, which is usually a
decade or more.
Typically, these agreements designate a percentage of the
fund’s capital or assets as an annual management fee, and a
percent of the profits to be paid out as investment returns are
realized (carried interest).
Compensation is based on observable and verifiable returns
from the venture fund’s investments.
While compensation in the different funds raised by a venture
organization may differ, the individual partnership agreements
are rarely renegotiated, unlike executive employment contracts.
+
+
Importance of the contract
Contractually specified compensation is particularly important
in the venture capital setting.
Investors in venture funds, the limited partners, cannot utilize
many of the methods of disciplining managers found in
corporations, such as dismissal, the active involvement of
boards of directors, and the market for corporate control.
In order to maintain their limited liability, investors must avoid
direct involvement in the fund’s activities
Removing a venture capitalist, a general partner, is a difficult
and costly procedure.
+
Gompers and Lerner (1999) Gompers and Lerner (1999)
15
Carried interest for GPs
Gompers and Lerner (1999)
Gompers and Lerner (1999) using data from 1978 to 1992
Why 20%?
Why is everybody on 20%?
It is a bit like the 7%
underwriting fee in
IPOs...
16
Carried interest for GPs
The variation across funds seems minimal.
There is some kind of herding behavior that is not
obvious to explain
Sorting by age, size, objective and vintage has little
explanatory power
Is there some unobservable dimension that makes a
difference in the fees? Meaning, same nominal fees,
different real fees
We are left to ponder...
+
+
Gompers and Lerner (1999)
Gompers and Lerner (1999) using data from 1978 to 1992
17
Management Fees
Management fees represent a fixed component of the GP’s
compensation.
Management fees may be specified as a percent of the committed
capital (that is, the amount of money investors have committed to
provide over the life of the fund), the value of fund’s assets, or
some combination or modification of these two measures.
Both the base used to compute the fees and the percentage paid
asfees may vary over the life of the fund
In most cases, at the outset of the fund these fees are set at 2% of
committed capital (see more below)
The table reports the mean NPV of the base compensation as a
percentage of committed capital.
Relatively certain compensation, such as fees based on committed
capital, is discounted at 10%, while 20% is used for more uncertain
compensation, such as fees based on net asset value.
Older and larger venture capital organizations receive lower base
compensation than younger, smaller ones.
Again, overall, very little variation
+
+
Gompers and Lerner (1999)
Gompers and Lerner (1999) using data from 1978 to 1992
18
Takeaways
First Fact
Carried interest is 20%
for most firms.
01
Second Fact
At the outset of the
fund, management
fees are 2% of
committed capital for
most funds.
02
Third Fact
Expressed in NPV
there is some variation
across management
fees
03
+ + +
What we learn from early data
19
A learning model?
Gompers and Lerner (1999) using data from 1978 to 1992
+
Compensation for older and larger venture capital
organizations is more sensitive to performance than the
compensation of other venture groups.
For example, the oldest and largest venture groups command
about a one percent greater share of the capital gains than
their less-established counterparts.
This greater profit share matters little if the fund is not
successful, but can represent a 4% or greater increase in the
net present value of total compensation if the fund is
successful.
The cross-sectional variation in compensation terms for
younger, smaller venture organizations is considerably less
than for older, larger organizations.
The fixed component of compensation is higher for smaller,
younger funds and funds focusing on high-technology or early-
stage investments.
No relationship between incentive compensation and
performance.
+
+
Possible interpretation
A learning model whereby neither the venture capitalist nor the
investor knows the venture capitalist’s ability.
In his early funds, the venture capitalist will work hard even
without explicit pay-for-performance incentives because, if he
can establish a good reputation for either selecting attractive
investments or adding value to firms in his portfolio, he will gain
additional compensation in later funds.
These reputation concerns lead to lower pay-for-performance
provisions for smaller and younger venture organizations.
Once a reputation has been established, explicit incentive
compensation is needed to induce the proper effort levels.
+Gompers and Lerner (1999) Gompers and Lerner (1999)
20
Robinson and Sensoy (2013)
GP compensation and ownership 1/6
The initial fee percentage is the annual percent management fee at the
fund's inception (i.e., the percentage fee for the first year of the fund’s
life). This is mostly set at 2%.
Lifetime fees is the total expected management fees earned over the life
of the fund
PV lifetime fees is the present value of the lifetime fees discounted by the
ten-year Treasury rate in effect at the end of the fund’s vintage year.
The initial fee basis is the basis to which the initial fee percentage is
applied. This is almost always the committed capital
Fee % changes and Fee basis changes are indicator variables for whether
the initial fee percentage or basis ever change over the fund’s life.
The GP ownership is the GP’s commitment of its own capital to the fund,
above and beyond the profit claim from carried interest.
+
+
Using more recent data from 1984 to 2009
21
Vintage years 1984-2009
GP compensation and ownership 2/6
Initial Fees
92% of all funds have an initial fee basis of committed capital (i.e., fund size,
which is fixed for the life of the fund).
The initial percentage fee (the percentage in effect for the first year of the
fund's life) is usually in the range of 1.5% to 2.5%. The average (median) initial
fee for VC funds is 2.24% (2.50%).
The contract frequently stipulates that the fee percentage and/or basis
changes at some point during the life of the fund. These changes almost
uniformly result in lower management fees later in the fund's life.
45% of funds see their fee percentage change at least once, and 33% have a
change in basis.
59% of funds have at least one of these types of change, and 18% have both.
Venture capital funds are more likely to have the fee percentage change
compared with buyout (55% compared with 38% of funds), while the
opposite is true for fee basis changes (12% of VC funds have their fee basis
change, compared with 41% of buyout funds).
+
+
Robinson and Sensoy (2013)
22
Vintage years 1984-2009
GP compensation and ownership 3/6
Lifetime Fees 1/2
Changing fee percentages and bases imply that we cannot simply
compare management fees across funds solely on the basis of their
initial fee percentages and bases.
Instead, we use the fee basis and percentage information to forecast
the expected (at fund inception) dollar management fee for each year
of the fund's expected life (assumed to be ten years for all funds).
We then calculate each fund's "lifetime fees," defined as the
undiscounted sum of the expected annual fees.
We also calculate the present value (at fund inception) of these lifetime
fees by discounting each expected annual fee using the ten-year
Treasury bond rate in effect at the fund's inception ("PV lifetime fees)
Notice how these figures are different from the evidence of Gompers
and Lerner (1999). It is a lot lower even though the discount factor
employed is smaller.
+
+
Robinson and Sensoy (2013)
23
Vintage years 1984-2009
GP compensation and ownership 4/6
Lifetime Fees 2/2
The average (median) lifetime fee is 20.37% (21.38%) of committed capital
for VC funds, and 14.49% (14.23%) for buyout funds.
The present value of the lifetime fee is on average (median) 16.01%
(16.69%) of committed capital for VC funds and 11.65% ( 11.52%) for
buyout funds.
For both types of funds, fixed management fees are a substantial fraction
of the total capital committed by LPs. Buyout fund fees are a significantl
smaller percentage of fund size than are venture capital fund fees.
However, dollar fees are on average higher in buyout funds because of
their greater size.
Overall, although the median initial fee percentage is indeed 2%,
consistent with the "2 and 20" conventional wisdom, there is a substantial
amount of variation in management fee terms and expected values, both
across and within fund classes
+
+
Robinson and Sensoy (2013)
24
Vintage years 1984-2009
GP compensation and ownership 5/6
Carried interest
The carry specifies the GP's share of the profits earned by the fund.
Consistent with prior work, a carried interest of 20% is the norm,
obtained by 89% of VC funds and 97% of buyout funds.
One percent of VC funds and 2% of buyout funds have carry below
20%.
Ten percent of VC funds and 1% of buyout funds have carry above
20%.
The average carried interest is 20.44% for VC funds and 19.96% for
buyout funds
+
+
Robinson and Sensoy (2013)
25
Vintage years 1984-2009
GP compensation and ownership 6/6
GP ownership
The GP's capital commitment determines its ownership stake in the
fund, and our data are based on the actual GP commitment.
The median GP capital commitment is 1% of fund size, resulting in a 1%
ownership stake. 56% of VC funds have a GP ownership between 0.99%
and 1.01%.
The average GP ownership is 1.78% for VC funds. Twenty six percent of
VC funds have ownership stakes above 1.01%, and 18% have ownership
below 0.99%
Thus, although it is in some sense standard for general partners to post
1% of total committed capital, one-half to two-thirds of GPs invest
smaller or larger stakes in their funds, particularly in buyout funds.
Moreover, buyout GPs have higher ownership, in both percentage and
dollar terms, than VC GPs.
+
+
Robinson and Sensoy (2013)
26
Deal-by-deal vs whole-fund carry provisions
+
Historically, the timing of paying carried interest to general partners has followed one of two
approaches.
Deal-by-deal (DD) or “American” carry provisions allow the general partners to earn carried
interest on each deal as it is exited, even if the fund as awhole has not returned sufficient
capital to LPs for them to break even.
Whole-fund (WF) or “European” carry provisions typically require that invested capital and fees
are returned to LPs before the GP is entitled to earn any carried interest
Thus, fund-as-a-whole carried interest provisions would appear to safeguard limited partners
by ensuring that they receive a certain hurdle rate before general partners receive any
compensation.
Indeed, the industry convention is that European,whole-fund contracts are regarded as LP-
friendly, while American, deal-by-deal contracts are typically regarded as GP-friendly.
+
Huther, Robinson, Sievers, Hartmann-Wendels (2019)
27
Deal-by-deal vs whole-fund carry provisions
+
Example
Consider a fund that has exited two investments, the
first at a gain and the second at a loss, so that the
combined raw return is zero.
A GP facing “fund-as-a-whole” carried interest
provisions would not yet be eligible to receive carried
interest on the strong initial exit because the fund as a
whole had not yet earned a positive return on total
invested capital.
In contrast, a deal-by-deal contract would allow the GP
to earn carried interest on the initial strong exit even
though the combined return on the two investments
was zero.
+
+
Clawback clauses
To guard against overcompensation, deal-by-deal contracts
often contain clawback provisions that require the return of
carried interest to the LP if, at the end of the fund’s life, the
fund has not returned sufficient capital.
However, because these clawback provisions are triggered at
fund liquidation and because most contracts only require half
the after-tax carry to be held in escrow, there is a natural
concern that standard clawbacks provisions underinsure
against poor performance.
This underinsurance does not stem from clawbacks not clawing
anything back for amounts that are not held in escrow but
rather from clawbacks that only require less than 100% of LP’s
capital to be returned before the GP receives compensation (if
not 100% typically 80% or 50%).
Moreover, because clawback provisions typically do not require
the return of interest, the GP essentially receives an interest-
free loan over that time period even if he has to return part or
all of the capital he has received.
+
Huther, Robinson, Sievers, Hartmann-Wendels (2019) Huther, Robinson, Sievers, Hartmann-Wendels (2019)
28
Huther, Robinson, Sievers, Hartmann-Wendels (2019)
Use of deal-by-deal vs whole fund carry provisions
Over 70% of the funds use a deal-by-deal carry
+
+
29
Takeaways
First Fact
2-20 is still the norm
Changes in the fee %
and in the basis are
very common during
the life of the fund
01
Second Fact
Over 70% of the funds
use a deal-by-deal
carry
02
Third Fact
Ownership by GPs is
typically 1% of the fund
03
+ + +
What we have learnt from the data so far
30
How much of the
compensation depends on
market conditions and on
previous funds?
31
What doesn’t kill you make you stronger
32
Robinson and Sensoy (2013)
Panel A: Dependent variable is present value of lifetime fees (% of fund size)
GPs fees over subsequent funds 1/3
Panel A: Present value of lifetime fees
PV lifetime fees is strongly increasing in fundraising activity for,
consistent with greater GP bargaining power in booms.
The coefficients on ln(industry flows) imply that a doubling in
industry-wide committed capital is associated with a 41 %-71 %
increase in the present value of lifetime fees.
Moreover, we know that in boom times fund sizes also increase.
Thus, in boom times both fund size and fractional fees increase,
so there is a multiplicative, large positive effect on dollar fees.
Larger funds, both buyout and venture, have significantly lower
fractional fees in present value terms.
These results suggest that high-ability GPs face a fundamental
trade-off between larger fund size and higher fractional fees.
+
+
Panel B: Dependent variable is carried interest (%)
Panel C: Dependent variable is GP ownership as a fraction of fund size
33
Robinson and Sensoy (2013)
Panel A: Dependent variable is present value of lifetime fees (% of fund size)
GPs fees over subsequent funds 1/3
Panel B: Carried Interest
The panel shows that carried interest is positively related to fund size
and fund sequence
Controlling for fund size, carried interest does not move cyclically.
Combined with the evidence in Panel A, these results imply that GP
compensation rises and shifts to fixed components during
fundraising booms, consistent with greater GP bargaining power
during booms and a preference for fixed compensation.
Thus, the results suggest that because talented GPs are in scarce
supply, capital inflows to private equity result in more favorable GP
compensation, even as a fraction of fund size.
+
+
Panel B: Dependent variable is carried interest (%)
Panel C: Dependent variable is GP ownership as a fraction of fund size
34
Robinson and Sensoy (2013)
Panel A: Dependent variable is present value of lifetime fees (% of fund size)
GPs fees over subsequent funds 1/3
Panel B: Dependent variable is carried interest (%)
Panel C: Dependent variable is GP ownership as a fraction of fund size
Panel C: GP ownership of the fund
Like carried interest, fundraising conditions do not affect GP
ownership stakes.
The relation between GP ownership and size is negative and convex
for VC funds. That is, larger VC funds are associated with lower GP
ownership stakes
+
+
35
Probability of raising subsequent funds
The relation between current performance and the
likelihood of raising a follow-on is statistically significantly
positive for all fund types.
+
+
Chung, Sensoy, Stern, and Weisbach (2012)
36
Takeaways
First Fact
GPs extract higher
management fees in
times of boom
Larger funds control
lower management
fees
Later funds higher fees
01
Second Fact
Carry is insensitive to
flow conditions in the
market
It tends to be higher in
larger and later funds
02
Third Fact
GP ownership of the
fund tends to be
smaller in larger funds
03
+ + +
What we have learnt from the data so far
Fourth Fact
Success in a previous
fund increases the
probability of raising a
subsequent fund
04
+
37
How is compensation
distributed between the
partners of the venture capital
firm?
38
A share of carry gives a
professional a claim on the capital
gains from fund investments.
In some cases, the division of
these payments between
partners is fixed at the beginning
of the fund’s life; in other cases,
there is a combination of fixed
and performance-contingent
elements; and in a small number
of instances, the shares are
entirely determined ex post
based on performance.
Some carry can be assigned
outside the ranks of senior and
junior partners.
“Excess” management fees, that
is, fees in excess of actual
expenses.
These can be large, especially for
larger funds, whose management
fees often substantially exceed
the actual costs of running the
funds.
In addition, private equity funds
have traditionally charged a
variety of transaction and
monitoring fees, which can far
exceed the actual costs incurred
(though in recent funds, these
have been largely reimbursed to
the LPs).
Firm ownership allocation is
typically used to distribute excess
fees (i.e., they are treated as
dividends), but in a few cases,
they are allocated to the partners
according to the same formula
that is used to divide carried
interest.
A less common, but potentially
significant, form of compensation
associated with ownership stakes
comes from liquidity events, such
as sales of minority stakes to
financial institutions, sovereign
wealth funds, and the like; or, in
rarer instances, sales of entire
management companies.
The proceeds from these sales (to
the extent they are not
reinvested in the businesses) are
divided among the GPs in
proportion to their ownership
stakes.
In addition, the equity stakes of
senior partners can be sold to the
next generation of partners,
though often at a discount to the
value that would be garnered in
an arms-length transaction
When a management company is
taken public, these stakes can
become quite valuable and liquid.
Individual partners are almost
invariably paid a salary and a
bonus, which are frequently a
relatively modest share of senior
professionals’ compensation.
Different strands of income for individual partners within the fund
Share of carry Excess fees Liquidity events Salary + Bonus
01 02 03 04
Partners may also be able to
participate in transactions
alongside the funds, whether
through coinvestments on a deal-
by-deal basis, an investment in
the main fund (partners are often
expected to contribute at least
1% of the capital in their funds,
though they can do so with
money borrowed from the bank
or by using management fees), or
through a fund that is a
companion to the main one
(whose investments are
frequently made on a no-fee no-
carry basis).
Side transactions
05
Ivashina and Lerner (2019)
39
Ivashina and Lerner (2019)
Distribution of partners’ share of carried interest and ownership
In Panel A, the distribution of carried interest for senior partners
reaches its peak at about 10%, while the modal junior partner has no
carry. There is a long tail of senior partners with carry shares
exceeding 20%, while there are many fewer junior partners with such
a large share of the economics.
The patterns with ownership are more skewed, as Panel B reveals.
While about three-quarters of the senior partners have some
ownership in the firm, only about 30% of the junior partners do.
Thus, ownership of the management company is much more
concentrated than carried interest.
Using the partition scheme in the graph, the distribution of
ownership for the senior partners is essentially flat between a 0 and
25% share, while for junior partners with some ownership, the share
falls off very quickly.
+
+
Notice that here ownership refers to the management company not the fund
40
Ivashina and Lerner (2019)
Evolution of carry and ownership inequality
In Panels A and C, we look across different fund
numbers (for instance, the third fund raised by a
group as opposed to the second).
We present in each case the mean inequality
measure for a fund of a given number. There are
many more observations of the organizations’
second funds than their twelfth ones.
We see that carry and ownership inequality falls as
private equity organizations mature, though the
pattern is more diffuse when it comes to ownership
inequality.
In Panels B and D, we look at the evolution across
funds of different vintage years.
Because of the maturation effect identified in Panels
A and C, we might anticipate that carry inequality
would fall over time.
At the same time, new funds enter the industry,
whose carry splits may be less or more equal than
the others.
We see only a modest change in carry and ownership
inequality over time. +
+
41
Who gets the money?
Each observation in the regressions is an individual partner in a
given fund.
The dependent variable is the share of carried interest or
management company ownership accruing to the individual
partner.
In each case, status as a founder has a strong and significant
impact on carry and ownership, increasing the former by 7 −8%
(relative to a mean of 15%) and the latter by 10 −19% (relative to a
mean of 21%).
In addition to a strong founder effect, we also see in the
regressions that funds with a higher sequence number are
associated with a declining share of carried interest for senior
partners, consistent with the evidence around decreasing carry
inequality
Most strikingly, past performance of senior partners has
explanatory power for their ownership stake but not for their
carried interest.
+
+
Ivashina and Lerner (2019)
42
Takeaways
First Fact
Management fees and
carry are distributed
unevenly between the
GPs.
Inequality between
GPs tend to diminish
over time
01
Second Fact
The carry is more
distributed across
partners than the
ownership.
02
Third Fact
Founders retain a large
share of the fees
03
+ + +
What we have learnt from the data so far
43
Bibliography
1. Chung, J.W., Sensoy, B.A., Stern, L. and Weisbach, M.S., 2012. Pay for performance from
future fund flows: the case of private equity. The Review of Financial Studies, 25(11),
pp.3259-3304.
2. Gompers P, Lerner J. An analysis of compensation in the US venture capital partnership.
Journal of Financial Economics. 1999 Jan 1;51(1):3-44.
3. Hüther, N., Robinson, D.T., Sievers, S. and Hartmann-Wendels, T., 2019. Paying for
performance in private equity: Evidence from venture capital partnerships. Management
Science.
4. Ivashina, V. and Lerner, J., 2019. Pay now or pay later? The economics within the private
equity partnership. Journal of Financial Economics, 131(1), pp.61-87.
5. Robinson, D.T. and Sensoy, B.A., 2013. Do private equity fund managers earn their fees?
Compensation, ownership, and cash flow performance. The Review of Financial
Studies, 26(11), pp.2760-2797.
44
Bibliography
1. Chung, J.W., Sensoy, B.A., Stern, L. and Weisbach, M.S., 2012. Pay for performance from
future fund flows: the case of private equity. The Review of Financial Studies, 25(11),
pp.3259-3304.
2. Gompers P, Lerner J. An analysis of compensation in the US venture capital partnership.
Journal of Financial Economics. 1999 Jan 1;51(1):3-44.
3. Hüther, N., Robinson, D.T., Sievers, S. and Hartmann-Wendels, T., 2019. Paying for
performance in private equity: Evidence from venture capital partnerships. Management
Science.
4. Ivashina, V. and Lerner, J., 2019. Pay now or pay later? The economics within the private
equity partnership. Journal of Financial Economics, 131(1), pp.61-87.
5. Robinson, D.T. and Sensoy, B.A., 2013. Do private equity fund managers earn their fees?
Compensation, ownership, and cash flow performance. The Review of Financial
Studies, 26(11), pp.2760-2797.
45
About me
Department of Economics and
Business, Universitat Pompeu Fabra,
Ramon Trias Fargas, 25-27, 08005
Barcelona, Spain
Empirics
Theory
Investing
Corporate Finance
70%
30%
50%
50%
Biography
Filippo Ippolito is Associate Professor of Finance at Universitat Pompeu
Fabra in Barcelona, and a research affiliate at the Centre for Economic
Policy Research (CEPR), London. He is the Director of the Master in
Finance at the Barcelona Graduate School of Economics.
Filippo holds a PhD in Finance from Said Business School, Oxford, and
an MPhil from the University of Oxford.
He has work experience in the financial and consulting sectors. His
research focuses on corporate policies in the presence of frictions, and
the implications for equity returns.
Filippo has published in the Journal of Finance, Journal of Financial
Economics, Journal of Financial Intermediation, Journal of Monetary
Economics, Journal of Money, Credit and Banking, and Journal of
Corporate Finance.

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#5 What do we know about fees in venture capital

  • 1. Corporate Foundations Article #6 What do we know about the fees of venture capital funds? by Filippo Ippolito
  • 2. 2 The Corporate Foundations Project Bring corporate finance from academic theory to practice Objective Speak to a non-academic audience, whose focus is implementation rather than theory 02 01 03 Target Audience Professionals with knowledge of finance at undegraduate or master level The Idea A series of articles to address the most interesting and challenging issues in corporate finance
  • 4. 4 How are venture capitalist compensated for running a fund? How is compensation distributed across fund managers within the same fund? How much of the compensation depends on previous funds?
  • 5. 5 Step 04 Inequality within the VC firm Step 03 Looking at the evolution of fees over several funds Step 02 Carried interest and management fees Step 01 Limited Partnerships Follow these steps to get some answers (and some new questions!) What is the typical structure of a venture capital fund? How much of the compensation depends on market conditions and on previous funds? How is compensation distributed among partners within a venture capital firm? How are venture capitalists compensated?
  • 6. 6 What is the typical structure of a venture capital fund?
  • 7. 7 Limited parternships are still the standard
  • 8. 8 Typical structure of venture capital funds
  • 10. 10 Typical timeline of venture capital funds Info from
  • 11. 11 Common questions on the structure of VC firms + Why are private equity funds commonly structured as partnerships rather than companies? The vast majority of private equity funds are structured as partnerships rather than companies to allow for ‘tax transparency’. This means that the partnership, in this case the Fund entity, will not itself be liable for any tax. Instead, tax authorities will tend to ‘look through’ the partnership and instead levy taxes on the partners directly. It is this feature which allows some private equity funds to qualify for capital gains treatment on their returns, as capital gains tax is levied at the investor, rather than the entity, level. + + Why set up a venture capital fund offshore rather than onshore? Whilst the tax transparent partnership structure employed by most VC funds ensures that the tax advantages in starting a VC fund offshore are negligible; offshore jurisdictions still retain their political and regulatory advantages over onshore alternatives. Offshore jurisdictions like the Cayman Islands and British Virgin Islands (BVI) tend to have a significant degree of political and regulatory stability, based on the English legal system, creating a benign environment for launching and maintaining a venture capital fund. ...or at least this is what is being argued + Info from Info from
  • 12. 12 Takeaways First Fact Venture capitalists use limited partnerships as their preferred investment vehicle, be it on- or off-shore 01 Second Fact Limited partnerships are tax transparent, in the sense that their income is not subject to corporate tax, as is the case for a standard corporation 02 Third Fact Limited partners are constrained in their ability to intervene in the choices of the fund. The responsibility lies with the general partners. 03 + + + Some general rules about venture capital firms
  • 13. 13 How are venture capitalists compensated?
  • 14. 14 Limited Partnership Agreements in VC How VC funds are organized - The contracts between Limited and General Partners + Nature of the contract The partnership agreement signed at the fund’s inception defines the compensation over the fund’s life, which is usually a decade or more. Typically, these agreements designate a percentage of the fund’s capital or assets as an annual management fee, and a percent of the profits to be paid out as investment returns are realized (carried interest). Compensation is based on observable and verifiable returns from the venture fund’s investments. While compensation in the different funds raised by a venture organization may differ, the individual partnership agreements are rarely renegotiated, unlike executive employment contracts. + + Importance of the contract Contractually specified compensation is particularly important in the venture capital setting. Investors in venture funds, the limited partners, cannot utilize many of the methods of disciplining managers found in corporations, such as dismissal, the active involvement of boards of directors, and the market for corporate control. In order to maintain their limited liability, investors must avoid direct involvement in the fund’s activities Removing a venture capitalist, a general partner, is a difficult and costly procedure. + Gompers and Lerner (1999) Gompers and Lerner (1999)
  • 15. 15 Carried interest for GPs Gompers and Lerner (1999) Gompers and Lerner (1999) using data from 1978 to 1992 Why 20%? Why is everybody on 20%? It is a bit like the 7% underwriting fee in IPOs...
  • 16. 16 Carried interest for GPs The variation across funds seems minimal. There is some kind of herding behavior that is not obvious to explain Sorting by age, size, objective and vintage has little explanatory power Is there some unobservable dimension that makes a difference in the fees? Meaning, same nominal fees, different real fees We are left to ponder... + + Gompers and Lerner (1999) Gompers and Lerner (1999) using data from 1978 to 1992
  • 17. 17 Management Fees Management fees represent a fixed component of the GP’s compensation. Management fees may be specified as a percent of the committed capital (that is, the amount of money investors have committed to provide over the life of the fund), the value of fund’s assets, or some combination or modification of these two measures. Both the base used to compute the fees and the percentage paid asfees may vary over the life of the fund In most cases, at the outset of the fund these fees are set at 2% of committed capital (see more below) The table reports the mean NPV of the base compensation as a percentage of committed capital. Relatively certain compensation, such as fees based on committed capital, is discounted at 10%, while 20% is used for more uncertain compensation, such as fees based on net asset value. Older and larger venture capital organizations receive lower base compensation than younger, smaller ones. Again, overall, very little variation + + Gompers and Lerner (1999) Gompers and Lerner (1999) using data from 1978 to 1992
  • 18. 18 Takeaways First Fact Carried interest is 20% for most firms. 01 Second Fact At the outset of the fund, management fees are 2% of committed capital for most funds. 02 Third Fact Expressed in NPV there is some variation across management fees 03 + + + What we learn from early data
  • 19. 19 A learning model? Gompers and Lerner (1999) using data from 1978 to 1992 + Compensation for older and larger venture capital organizations is more sensitive to performance than the compensation of other venture groups. For example, the oldest and largest venture groups command about a one percent greater share of the capital gains than their less-established counterparts. This greater profit share matters little if the fund is not successful, but can represent a 4% or greater increase in the net present value of total compensation if the fund is successful. The cross-sectional variation in compensation terms for younger, smaller venture organizations is considerably less than for older, larger organizations. The fixed component of compensation is higher for smaller, younger funds and funds focusing on high-technology or early- stage investments. No relationship between incentive compensation and performance. + + Possible interpretation A learning model whereby neither the venture capitalist nor the investor knows the venture capitalist’s ability. In his early funds, the venture capitalist will work hard even without explicit pay-for-performance incentives because, if he can establish a good reputation for either selecting attractive investments or adding value to firms in his portfolio, he will gain additional compensation in later funds. These reputation concerns lead to lower pay-for-performance provisions for smaller and younger venture organizations. Once a reputation has been established, explicit incentive compensation is needed to induce the proper effort levels. +Gompers and Lerner (1999) Gompers and Lerner (1999)
  • 20. 20 Robinson and Sensoy (2013) GP compensation and ownership 1/6 The initial fee percentage is the annual percent management fee at the fund's inception (i.e., the percentage fee for the first year of the fund’s life). This is mostly set at 2%. Lifetime fees is the total expected management fees earned over the life of the fund PV lifetime fees is the present value of the lifetime fees discounted by the ten-year Treasury rate in effect at the end of the fund’s vintage year. The initial fee basis is the basis to which the initial fee percentage is applied. This is almost always the committed capital Fee % changes and Fee basis changes are indicator variables for whether the initial fee percentage or basis ever change over the fund’s life. The GP ownership is the GP’s commitment of its own capital to the fund, above and beyond the profit claim from carried interest. + + Using more recent data from 1984 to 2009
  • 21. 21 Vintage years 1984-2009 GP compensation and ownership 2/6 Initial Fees 92% of all funds have an initial fee basis of committed capital (i.e., fund size, which is fixed for the life of the fund). The initial percentage fee (the percentage in effect for the first year of the fund's life) is usually in the range of 1.5% to 2.5%. The average (median) initial fee for VC funds is 2.24% (2.50%). The contract frequently stipulates that the fee percentage and/or basis changes at some point during the life of the fund. These changes almost uniformly result in lower management fees later in the fund's life. 45% of funds see their fee percentage change at least once, and 33% have a change in basis. 59% of funds have at least one of these types of change, and 18% have both. Venture capital funds are more likely to have the fee percentage change compared with buyout (55% compared with 38% of funds), while the opposite is true for fee basis changes (12% of VC funds have their fee basis change, compared with 41% of buyout funds). + + Robinson and Sensoy (2013)
  • 22. 22 Vintage years 1984-2009 GP compensation and ownership 3/6 Lifetime Fees 1/2 Changing fee percentages and bases imply that we cannot simply compare management fees across funds solely on the basis of their initial fee percentages and bases. Instead, we use the fee basis and percentage information to forecast the expected (at fund inception) dollar management fee for each year of the fund's expected life (assumed to be ten years for all funds). We then calculate each fund's "lifetime fees," defined as the undiscounted sum of the expected annual fees. We also calculate the present value (at fund inception) of these lifetime fees by discounting each expected annual fee using the ten-year Treasury bond rate in effect at the fund's inception ("PV lifetime fees) Notice how these figures are different from the evidence of Gompers and Lerner (1999). It is a lot lower even though the discount factor employed is smaller. + + Robinson and Sensoy (2013)
  • 23. 23 Vintage years 1984-2009 GP compensation and ownership 4/6 Lifetime Fees 2/2 The average (median) lifetime fee is 20.37% (21.38%) of committed capital for VC funds, and 14.49% (14.23%) for buyout funds. The present value of the lifetime fee is on average (median) 16.01% (16.69%) of committed capital for VC funds and 11.65% ( 11.52%) for buyout funds. For both types of funds, fixed management fees are a substantial fraction of the total capital committed by LPs. Buyout fund fees are a significantl smaller percentage of fund size than are venture capital fund fees. However, dollar fees are on average higher in buyout funds because of their greater size. Overall, although the median initial fee percentage is indeed 2%, consistent with the "2 and 20" conventional wisdom, there is a substantial amount of variation in management fee terms and expected values, both across and within fund classes + + Robinson and Sensoy (2013)
  • 24. 24 Vintage years 1984-2009 GP compensation and ownership 5/6 Carried interest The carry specifies the GP's share of the profits earned by the fund. Consistent with prior work, a carried interest of 20% is the norm, obtained by 89% of VC funds and 97% of buyout funds. One percent of VC funds and 2% of buyout funds have carry below 20%. Ten percent of VC funds and 1% of buyout funds have carry above 20%. The average carried interest is 20.44% for VC funds and 19.96% for buyout funds + + Robinson and Sensoy (2013)
  • 25. 25 Vintage years 1984-2009 GP compensation and ownership 6/6 GP ownership The GP's capital commitment determines its ownership stake in the fund, and our data are based on the actual GP commitment. The median GP capital commitment is 1% of fund size, resulting in a 1% ownership stake. 56% of VC funds have a GP ownership between 0.99% and 1.01%. The average GP ownership is 1.78% for VC funds. Twenty six percent of VC funds have ownership stakes above 1.01%, and 18% have ownership below 0.99% Thus, although it is in some sense standard for general partners to post 1% of total committed capital, one-half to two-thirds of GPs invest smaller or larger stakes in their funds, particularly in buyout funds. Moreover, buyout GPs have higher ownership, in both percentage and dollar terms, than VC GPs. + + Robinson and Sensoy (2013)
  • 26. 26 Deal-by-deal vs whole-fund carry provisions + Historically, the timing of paying carried interest to general partners has followed one of two approaches. Deal-by-deal (DD) or “American” carry provisions allow the general partners to earn carried interest on each deal as it is exited, even if the fund as awhole has not returned sufficient capital to LPs for them to break even. Whole-fund (WF) or “European” carry provisions typically require that invested capital and fees are returned to LPs before the GP is entitled to earn any carried interest Thus, fund-as-a-whole carried interest provisions would appear to safeguard limited partners by ensuring that they receive a certain hurdle rate before general partners receive any compensation. Indeed, the industry convention is that European,whole-fund contracts are regarded as LP- friendly, while American, deal-by-deal contracts are typically regarded as GP-friendly. + Huther, Robinson, Sievers, Hartmann-Wendels (2019)
  • 27. 27 Deal-by-deal vs whole-fund carry provisions + Example Consider a fund that has exited two investments, the first at a gain and the second at a loss, so that the combined raw return is zero. A GP facing “fund-as-a-whole” carried interest provisions would not yet be eligible to receive carried interest on the strong initial exit because the fund as a whole had not yet earned a positive return on total invested capital. In contrast, a deal-by-deal contract would allow the GP to earn carried interest on the initial strong exit even though the combined return on the two investments was zero. + + Clawback clauses To guard against overcompensation, deal-by-deal contracts often contain clawback provisions that require the return of carried interest to the LP if, at the end of the fund’s life, the fund has not returned sufficient capital. However, because these clawback provisions are triggered at fund liquidation and because most contracts only require half the after-tax carry to be held in escrow, there is a natural concern that standard clawbacks provisions underinsure against poor performance. This underinsurance does not stem from clawbacks not clawing anything back for amounts that are not held in escrow but rather from clawbacks that only require less than 100% of LP’s capital to be returned before the GP receives compensation (if not 100% typically 80% or 50%). Moreover, because clawback provisions typically do not require the return of interest, the GP essentially receives an interest- free loan over that time period even if he has to return part or all of the capital he has received. + Huther, Robinson, Sievers, Hartmann-Wendels (2019) Huther, Robinson, Sievers, Hartmann-Wendels (2019)
  • 28. 28 Huther, Robinson, Sievers, Hartmann-Wendels (2019) Use of deal-by-deal vs whole fund carry provisions Over 70% of the funds use a deal-by-deal carry + +
  • 29. 29 Takeaways First Fact 2-20 is still the norm Changes in the fee % and in the basis are very common during the life of the fund 01 Second Fact Over 70% of the funds use a deal-by-deal carry 02 Third Fact Ownership by GPs is typically 1% of the fund 03 + + + What we have learnt from the data so far
  • 30. 30 How much of the compensation depends on market conditions and on previous funds?
  • 31. 31 What doesn’t kill you make you stronger
  • 32. 32 Robinson and Sensoy (2013) Panel A: Dependent variable is present value of lifetime fees (% of fund size) GPs fees over subsequent funds 1/3 Panel A: Present value of lifetime fees PV lifetime fees is strongly increasing in fundraising activity for, consistent with greater GP bargaining power in booms. The coefficients on ln(industry flows) imply that a doubling in industry-wide committed capital is associated with a 41 %-71 % increase in the present value of lifetime fees. Moreover, we know that in boom times fund sizes also increase. Thus, in boom times both fund size and fractional fees increase, so there is a multiplicative, large positive effect on dollar fees. Larger funds, both buyout and venture, have significantly lower fractional fees in present value terms. These results suggest that high-ability GPs face a fundamental trade-off between larger fund size and higher fractional fees. + + Panel B: Dependent variable is carried interest (%) Panel C: Dependent variable is GP ownership as a fraction of fund size
  • 33. 33 Robinson and Sensoy (2013) Panel A: Dependent variable is present value of lifetime fees (% of fund size) GPs fees over subsequent funds 1/3 Panel B: Carried Interest The panel shows that carried interest is positively related to fund size and fund sequence Controlling for fund size, carried interest does not move cyclically. Combined with the evidence in Panel A, these results imply that GP compensation rises and shifts to fixed components during fundraising booms, consistent with greater GP bargaining power during booms and a preference for fixed compensation. Thus, the results suggest that because talented GPs are in scarce supply, capital inflows to private equity result in more favorable GP compensation, even as a fraction of fund size. + + Panel B: Dependent variable is carried interest (%) Panel C: Dependent variable is GP ownership as a fraction of fund size
  • 34. 34 Robinson and Sensoy (2013) Panel A: Dependent variable is present value of lifetime fees (% of fund size) GPs fees over subsequent funds 1/3 Panel B: Dependent variable is carried interest (%) Panel C: Dependent variable is GP ownership as a fraction of fund size Panel C: GP ownership of the fund Like carried interest, fundraising conditions do not affect GP ownership stakes. The relation between GP ownership and size is negative and convex for VC funds. That is, larger VC funds are associated with lower GP ownership stakes + +
  • 35. 35 Probability of raising subsequent funds The relation between current performance and the likelihood of raising a follow-on is statistically significantly positive for all fund types. + + Chung, Sensoy, Stern, and Weisbach (2012)
  • 36. 36 Takeaways First Fact GPs extract higher management fees in times of boom Larger funds control lower management fees Later funds higher fees 01 Second Fact Carry is insensitive to flow conditions in the market It tends to be higher in larger and later funds 02 Third Fact GP ownership of the fund tends to be smaller in larger funds 03 + + + What we have learnt from the data so far Fourth Fact Success in a previous fund increases the probability of raising a subsequent fund 04 +
  • 37. 37 How is compensation distributed between the partners of the venture capital firm?
  • 38. 38 A share of carry gives a professional a claim on the capital gains from fund investments. In some cases, the division of these payments between partners is fixed at the beginning of the fund’s life; in other cases, there is a combination of fixed and performance-contingent elements; and in a small number of instances, the shares are entirely determined ex post based on performance. Some carry can be assigned outside the ranks of senior and junior partners. “Excess” management fees, that is, fees in excess of actual expenses. These can be large, especially for larger funds, whose management fees often substantially exceed the actual costs of running the funds. In addition, private equity funds have traditionally charged a variety of transaction and monitoring fees, which can far exceed the actual costs incurred (though in recent funds, these have been largely reimbursed to the LPs). Firm ownership allocation is typically used to distribute excess fees (i.e., they are treated as dividends), but in a few cases, they are allocated to the partners according to the same formula that is used to divide carried interest. A less common, but potentially significant, form of compensation associated with ownership stakes comes from liquidity events, such as sales of minority stakes to financial institutions, sovereign wealth funds, and the like; or, in rarer instances, sales of entire management companies. The proceeds from these sales (to the extent they are not reinvested in the businesses) are divided among the GPs in proportion to their ownership stakes. In addition, the equity stakes of senior partners can be sold to the next generation of partners, though often at a discount to the value that would be garnered in an arms-length transaction When a management company is taken public, these stakes can become quite valuable and liquid. Individual partners are almost invariably paid a salary and a bonus, which are frequently a relatively modest share of senior professionals’ compensation. Different strands of income for individual partners within the fund Share of carry Excess fees Liquidity events Salary + Bonus 01 02 03 04 Partners may also be able to participate in transactions alongside the funds, whether through coinvestments on a deal- by-deal basis, an investment in the main fund (partners are often expected to contribute at least 1% of the capital in their funds, though they can do so with money borrowed from the bank or by using management fees), or through a fund that is a companion to the main one (whose investments are frequently made on a no-fee no- carry basis). Side transactions 05 Ivashina and Lerner (2019)
  • 39. 39 Ivashina and Lerner (2019) Distribution of partners’ share of carried interest and ownership In Panel A, the distribution of carried interest for senior partners reaches its peak at about 10%, while the modal junior partner has no carry. There is a long tail of senior partners with carry shares exceeding 20%, while there are many fewer junior partners with such a large share of the economics. The patterns with ownership are more skewed, as Panel B reveals. While about three-quarters of the senior partners have some ownership in the firm, only about 30% of the junior partners do. Thus, ownership of the management company is much more concentrated than carried interest. Using the partition scheme in the graph, the distribution of ownership for the senior partners is essentially flat between a 0 and 25% share, while for junior partners with some ownership, the share falls off very quickly. + + Notice that here ownership refers to the management company not the fund
  • 40. 40 Ivashina and Lerner (2019) Evolution of carry and ownership inequality In Panels A and C, we look across different fund numbers (for instance, the third fund raised by a group as opposed to the second). We present in each case the mean inequality measure for a fund of a given number. There are many more observations of the organizations’ second funds than their twelfth ones. We see that carry and ownership inequality falls as private equity organizations mature, though the pattern is more diffuse when it comes to ownership inequality. In Panels B and D, we look at the evolution across funds of different vintage years. Because of the maturation effect identified in Panels A and C, we might anticipate that carry inequality would fall over time. At the same time, new funds enter the industry, whose carry splits may be less or more equal than the others. We see only a modest change in carry and ownership inequality over time. + +
  • 41. 41 Who gets the money? Each observation in the regressions is an individual partner in a given fund. The dependent variable is the share of carried interest or management company ownership accruing to the individual partner. In each case, status as a founder has a strong and significant impact on carry and ownership, increasing the former by 7 −8% (relative to a mean of 15%) and the latter by 10 −19% (relative to a mean of 21%). In addition to a strong founder effect, we also see in the regressions that funds with a higher sequence number are associated with a declining share of carried interest for senior partners, consistent with the evidence around decreasing carry inequality Most strikingly, past performance of senior partners has explanatory power for their ownership stake but not for their carried interest. + + Ivashina and Lerner (2019)
  • 42. 42 Takeaways First Fact Management fees and carry are distributed unevenly between the GPs. Inequality between GPs tend to diminish over time 01 Second Fact The carry is more distributed across partners than the ownership. 02 Third Fact Founders retain a large share of the fees 03 + + + What we have learnt from the data so far
  • 43. 43 Bibliography 1. Chung, J.W., Sensoy, B.A., Stern, L. and Weisbach, M.S., 2012. Pay for performance from future fund flows: the case of private equity. The Review of Financial Studies, 25(11), pp.3259-3304. 2. Gompers P, Lerner J. An analysis of compensation in the US venture capital partnership. Journal of Financial Economics. 1999 Jan 1;51(1):3-44. 3. Hüther, N., Robinson, D.T., Sievers, S. and Hartmann-Wendels, T., 2019. Paying for performance in private equity: Evidence from venture capital partnerships. Management Science. 4. Ivashina, V. and Lerner, J., 2019. Pay now or pay later? The economics within the private equity partnership. Journal of Financial Economics, 131(1), pp.61-87. 5. Robinson, D.T. and Sensoy, B.A., 2013. Do private equity fund managers earn their fees? Compensation, ownership, and cash flow performance. The Review of Financial Studies, 26(11), pp.2760-2797.
  • 44. 44 Bibliography 1. Chung, J.W., Sensoy, B.A., Stern, L. and Weisbach, M.S., 2012. Pay for performance from future fund flows: the case of private equity. The Review of Financial Studies, 25(11), pp.3259-3304. 2. Gompers P, Lerner J. An analysis of compensation in the US venture capital partnership. Journal of Financial Economics. 1999 Jan 1;51(1):3-44. 3. Hüther, N., Robinson, D.T., Sievers, S. and Hartmann-Wendels, T., 2019. Paying for performance in private equity: Evidence from venture capital partnerships. Management Science. 4. Ivashina, V. and Lerner, J., 2019. Pay now or pay later? The economics within the private equity partnership. Journal of Financial Economics, 131(1), pp.61-87. 5. Robinson, D.T. and Sensoy, B.A., 2013. Do private equity fund managers earn their fees? Compensation, ownership, and cash flow performance. The Review of Financial Studies, 26(11), pp.2760-2797.
  • 45. 45 About me Department of Economics and Business, Universitat Pompeu Fabra, Ramon Trias Fargas, 25-27, 08005 Barcelona, Spain Empirics Theory Investing Corporate Finance 70% 30% 50% 50% Biography Filippo Ippolito is Associate Professor of Finance at Universitat Pompeu Fabra in Barcelona, and a research affiliate at the Centre for Economic Policy Research (CEPR), London. He is the Director of the Master in Finance at the Barcelona Graduate School of Economics. Filippo holds a PhD in Finance from Said Business School, Oxford, and an MPhil from the University of Oxford. He has work experience in the financial and consulting sectors. His research focuses on corporate policies in the presence of frictions, and the implications for equity returns. Filippo has published in the Journal of Finance, Journal of Financial Economics, Journal of Financial Intermediation, Journal of Monetary Economics, Journal of Money, Credit and Banking, and Journal of Corporate Finance.