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Fee inconsistencies drive confusion in co-investing

Reported by Privateequityinternational
Mar 3, 2025· 2 min read
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Key Takeaways
  • • Fee structure fragmentation: Co-investment fee treatment varies dramatically across private equity funds, with over two-thirds of survey respondents charging no management fee, while a similar proportion charges organizational or setup fees, creating inconsistency across the market.
  • • Significant fee savings potential: Co-investments typically feature materially lower fees and carried interest compared to traditional private equity funds, enabling investors to improve net returns through more favorable fee structures when co-investing alongside GPs.
  • • LP incentive alignment: In co-investment arrangements where the co-investor is also an LP in the GP's fund, fees are often waived entirely, aligning economic interests between general partners and limited partners while reducing drag on capital deployment.
  • • Market adoption trends: Approximately 69% of private equity funds offer co-investment opportunities to their LPs, with nearly half of those funds charging no management fee for co-investments, indicating growing competitive pressure to offer attractive fee terms.
Summary
Co-investment fee structures remain highly inconsistent across the private equity industry, creating confusion and complexity for institutional investors evaluating opportunities. Survey data indicates that over two-thirds of respondents do not charge any management fee on co-investments, while a comparable proportion applies organizational or setup fees, revealing a lack of standardization in how general partners approach co-investment compensation.

The fee landscape for co-investments differs substantially from traditional primary fund vehicles. Industry research demonstrates that co-investment arrangements typically feature significantly lower management fees and carried interest structures compared to conventional private equity fund commitments, making co-investments an attractive mechanism for improving net returns. In particular, when co-investors also hold LP interests in the GP's primary fund, fees are frequently waived entirely, creating alignment between capital providers and deal sponsors while reducing the effective cost of capital participation.

Market penetration of co-investment programs continues to expand, with approximately 69% of private equity funds now offering co-investment opportunities to their limited partners. Of those funds offering co-investments, nearly half charge no management fee, underscoring competitive pressure among GPs to provide favorable terms and differentiate their offerings in an increasingly crowded fundraising environment.

The inconsistency in fee treatment across co-investment vehicles presents both opportunities and challenges for institutional investors. While lower fees enhance net returns compared to traditional fund vehicles, the lack of standardized approaches creates operational complexity in evaluating and comparing opportunities across different sponsors. Investors must carefully assess fee structures, particularly the interaction between management fees, organizational costs, and carried interest, to accurately model expected returns and ensure consistent application of investment criteria across their co-investment portfolio.

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Sources

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Privateequityinternational Fee inconsistencies drive confusion in co-investing