Direct vs. Indirect Co-Investment Structures for Endowments

Adapted for endowment and foundation readers from Chapter 12 of The Single Family Office by Richard C. Wilson.

There are two main ways to co-invest. Each one changes how much work the endowment takes on and how much say it has.

Direct

In a direct co-investment, the endowment invests straight into the portfolio company. It negotiates terms with the company and holds the position from entry to exit.

More control. More work. More legal review.

Indirect

In an indirect co-investment, capital goes in through a vehicle. Most often a special purpose vehicle, or SPV, set up for one deal. It may also be a limited partnership or LLC, depending on tax treatment.

A co-investment fund is another option. It pools several co-investments rather than one.

Less control. Less work. Often more practical for a small staff.

What to check either way

  • Fees and carry on the vehicle, if any
  • Who controls voting and exit decisions
  • Reporting you will receive
  • Tax treatment. Some structures can raise unrelated business income questions for tax-exempt investors. This depends on facts, so get tax counsel's view before investing.
  • How the deal is valued each year for your reporting

Matching structure to staff

From what I have seen with families, the ones that do the most direct deals are the largest, with real teams. Smaller families tend to start with indirect co-investments next to managers they trust. Endowments can follow the same path. Start indirect, learn, then decide if direct deals fit.

A size note

Co-investments can start small and go very large. Most families we have asked favor checks in the $500,000 to $5 million range. Only the largest can handle nine-figure pieces. Endowment check sizes vary in the same way with size and staff.

Frequently asked questions

Is an SPV the same as a fund?

No. An SPV usually holds one deal. A fund may hold many.

Do SPVs charge fees?

Some do. Some charge reduced fees or none. Read the documents.

Who should review tax issues?

Tax counsel familiar with tax-exempt investors. This page is not tax advice.

Sources

  1. The Single Family Office, Chapter 12, Richard C. Wilson .

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Direct vs. Indirect Co-Investment Structures for Endowments
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