Eliot Bencuya is Co-Founder of real estate investing firms Streitwise and Tryperion Partners.
One of the most interesting dynamics I’ve realized working with retail investors is how little investors, sophisticated or otherwise, focus on fees. From what my team has gathered, only a small percentage of investors even ask questions about fees, profit sharing, the structure of the transactions and other non-property-level questions.
What’s particularly fascinating about this is that in the public markets, lower fees across all products have been front and center. Exchange-traded funds (ETFs), both passive and active, have been extraordinarily focused on gathering market share by reducing costs and expenses, and that seems to have really resonated with public markets investors.
In the alternative investing space, which includes private real estate, something is preventing the same focus. For sophisticated allocators, it appears that other incentives in the decision-making process take precedence over fee negotiations (e.g., career risk, or the job safety of allocating capital to known managers, and the lack of daily price changes like in public markets). For retail investors, the lack of information about what questions to ask can be a challenge.
What’s even more interesting is that investors in many cases are not even aware of who the operator of the real estate investment is and what layers that may add to return dilution. And while an offering may represent a “projected XX% IRR” with ostensibly attractive return targets, the foundation of those projections is largely a black box.
There is absolutely nothing wrong with investing as a limited partner (LP) in a joint venture (JV) with an operator that charges certain fees and waterfall. But if you’re investing through the LP and the LP tells you it’s “fee free” because the fees and profit sharing are being charged within the JV and not directly to you, then it’s entirely detached from reality as it pertains to the investment dollars no matter how technically true the statement might be.
What are the right questions to ask?
It’s not appropriate to tell anybody what they should or should not accept, what is too much risk or not enough risk, or what fees should be or should not be.
When all is said and done, the market for capital is the same as the market for anything, and if a willing investor is happy to demand an investment allocation from a sponsor, then the sponsor will charge fees until they no longer can. At the very least, one should be armed with the right kinds of questions to ask.
The most obvious question is ‘What are the fees?’
Everyone presumably knows to ask this one. The responses will vary, but in general I’m talking about upfront offering fees, acquisition fees, ongoing asset management fees, construction management fees, leasing fees, disposition fees, guarantee fees and so forth. What one ought to be looking for in the response is two-fold: the effect on net investment returns and the effect on net sponsor co-investment. What’s really important is how much money one makes after fees and how much risk is being shared by the sponsor.
The next question, which pertains to the investment dilution, is ‘What’s the waterfall?’
Investors need to understand the split at different levels of return to truly understand how much potential upside one is forgoing and what the likelihood is of hitting those parameters. In order to put an investment in the context of one’s overall portfolio, upside surprises are as relevant as downside surprises, because the upside surprises are a ballast to downsides. (It also helps to know the track record of the sponsor in delivering and/or the ability to underwrite the real estate itself, but for many investors these are not realistically available.)
The last question, and most importantly the least asked question, is ‘Where are the fees?’
Too often sponsors and other service providers will suggest that they are charging limited fees wherein the fees are simply buried somewhere else in the capital structure. If the investment vehicle in which one invests doesn’t charge fees, but such an entity is the LP of a joint venture where the joint venture is charging all sorts of fees, that dilution is still being passed through. Sponsors love to play tricks with wording where “fee free” simply means “net investment dilution somewhere else in the capital structure so I can claim that ‘I’ am not charging you such fees.”
Even if you’re ultimately happy with a 6% return or a 10% return, or if you’re really shooting for a 20% return, if you don’t understand the fee structure, you won’t understand how much you’re being held back from achieving or outperforming those goals by the dilution of your investment dollars.
The information provided here is not investment, tax, or financial advice. You should consult with a licensed professional for advice concerning your specific situation.
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