2 and 20: Explanation of the Venture Capital Fee Structure


In the world of venture capital, the phrase “Two and Twenty” is more than just a numerical expression; it’s a fundamental framework that dictates how venture capitalists are compensated for their work. We’ll explore its origins, how it works, and why it has become the industry norm.

Whether you’re an aspiring entrepreneur, an investor, or simply curious about the financial mechanisms that fuel startups, this article will shed light on the financial dynamics at play in venture capital funding.

What Is The 2 And 20 Fee Structure?

The 2 and 20 fee structure is a compensation model commonly used by venture capitalists. It involves a fixed management fee (typically 2% of the total asset value) and a performance fee (usually 20% of the fund’s profits) that the VC manager receives.

Venture Capital Firm is a type of investment fund that pools capital from accredited investors or institutional investors and uses various strategies to earn active returns for its investors. 
2% and 20% fee structure

Breakdown Of The ‘2’ In 2 And 20

When we talk about the ‘2 and 20’ fee structure, the ‘2’ actually stands for the management fee. This fee is charged by VC managers to cover their operational costs for managing the fund. Typically, this fee is set at 2% of the total Assets Under Management (AUM). For instance, if a VC is managing a fund of $100 million, the management fee would amount to $2 million per year.

The management fee can include:

  • Salaries of the VC’s employees
  • Office rent
  • Research costs
  • Travel expenses
  • Other administrative costs

Breakdown Of The ’20’ In 2 And 20

The ’20’ in the ‘2 and 20’ fee structure refers to the performance fee or carried interest (share of the fund’s profits) that the VC managers receive. It is typically set at 20% of the fund’s profits above a certain hurdle rate.

The hurdle rate is a minimum rate of return that the fund must achieve before the managers can collect this fee.

The purpose of the performance fee is to incentivize the VC managers to perform well. Since this fee is a percentage of the fund’s profits, the VC managers stand to earn more if they generate higher returns for the investors. This aligns the interests of the VC managers with those of the investors.

However, it’s important to note that the performance fee is only paid out when the fund generates profits above the specified hurdle rate and past its high watermark. 

The high watermark is the fund’s highest historical value, and managers can only earn a performance fee subsequently when the fund’s value exceeds this level.

This means that if the fund does not perform well, or if it merely recovers from a loss without achieving new gains, the VC managers do not receive this fee.

For example, Startup Geek funds started with $200 Million of capital and grew to $240 Million in the first year, setting the High Water Mark (HWM). If the fund falls below this mark, no performance fees are earned by the manager. For example, if the value drops to $230 Million, the manager gets nothing. Performance fees are only earned on amounts above the HWM, so if the fund later grows to $250 Million, the manager’s fees apply only to the $10 Million above the HWM.

This provision further incentivizes consistent, long-term success rather than short-term gains. 

Impact Of The 2 And 20 Fee Structure

The 2 and 20 fee structure shapes the dynamics between venture capital managers, investors, and startups. This fee structure not only determines how venture capitalists are compensated, but also influences their investment strategies and risk tolerance. It impacts the returns that investors can expect and the type of financial support startups receive.

Understanding the impact of this fee structure is crucial for all parties involved in the venture capital ecosystem. Here are the impacts of the 2 and 20 fee structure on its parties:

A. Impact On Venture Capital Managers

The 2% management fee provides a steady income stream regardless of the fund’s performance.

The performance fee, on the other hand, serves as a significant incentive to generate high returns, but also puts pressure on venture capital managers to perform well, as their substantial earnings come from the fund’s success.

B. Impact On Investors

For investors, the 2 and 20 fee structure can be both beneficial and challenging. On the positive side, it aligns the interests of the venture capital managers with the investors, as both parties benefit from the fund’s success.

The 2% management fee is charged regardless of the fund’s performance, which can be a significant cost for investors, particularly in years when the fund does not perform well. The 20% performance fee can also take a substantial portion of the profits if the fund is successful.

C. Impact On Startups

The 2 and 20 fee structure indirectly impacts startups. Venture capital managers, incentivized by the potential for high performance fee, may be more willing to take risks and invest in innovative, high-growth potential startups. This can provide startups with the necessary capital to grow and succeed.

However, the pressure on venture capital managers to deliver high returns may also lead to high expectations and demands on the startups they invest in.

Alternatives To The 2/20 Venture Capital Fee Structure

The traditional ‘2 and 20’ fee structure, once a cornerstone of the Venture Capital industry, is increasingly being viewed as outdated. The primary criticisms revolve around the 2% management fee incentivizing asset accumulation over performance, and the 20% performance fee not accurately reflecting risk-adjusted performance.

In response to these criticisms, the venture capital industry is undergoing a significant transformation in its fee structures. The trend is towards more complex and varied models that aim to better align the interests of VC managers and investors, rewarding consistent, long-term returns rather than short-term gains.

Here are some of the alternatives to the traditional ‘2 and 20’ venture capital fee structure:

  1. The 3% and 30% Fee Structure: The 3% and 30% fee structure is typically reserved for venture capital firms with a proven track record of successful investments. Under this structure, They charge a 3% management fee and take 30% of the profits as a performance fee. This model signifies the firm’s confidence in generating substantial returns and aligns with investors ready to pay more for exceptional performance.
  2. Hybrid Fee Structures: Some venture capital firms are adopting hybrid fee structures, which may utilize more than one fee structure for different parts of the fund. This approach can lead to more complex management and performance fees.
  3. No Management Fees: Other venture capital firms are choosing to charge no management fees at all. Instead, they may charge pass-through expenses.
  4. Hurdle Rates: By setting a minimum rate of return that must be achieved before performance fees are paid, hurdle rates ensure that managers are rewarded only for exceptional performance. This can be a way to align the interests of managers and investors more closely.
  5. Longer Performance Assessment Periods: By assessing performance over a longer period, such as three or five years, this approach can incentivize managers to focus on long-term growth rather than short-term gains.

Please note that while there are general trends in venture capital fee structures, the specific structure can vary widely depending on the fund’s strategy, size, performance, and other factors.

Pros And Cons Of 2% And 20%

The Two and Twenty fee structure is a fundamental aspect of the venture capital industry, shaping the dynamics of these investment vehicles. However, like any financial model, it comes with its own set of advantages and disadvantages.

Understanding these pros and cons is crucial for investors, VC managers, and startups alike, as it can significantly impact investment decisions and outcomes. Let’s delve into the key pros and cons of the Two and Twenty fee structure.

2 and 20 Pros and Cons


Understanding the 2 and 20 fee structure is essential for startups navigating the complex world of venture capital. Being aware of this fee model helps startups select the right venture capital firm and sets realistic expectations for potential returns.

As the venture capital landscape continues to evolve, startups must stay informed about these financial structures to make decisions that align with their growth goals and financial strategies, as this knowledge empowers startups to forge beneficial partnerships with venture capitalists, fueling innovation and success in the competitive business environment.

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About the author: Joy Samuel

Joy Samuel is a renowned content writer currently contributing to Startup Geek. With a rich background in editorial writing and a unique ability to blend business methodology with customer-focused content, he helps startups flourish by building enduring relationships with their audiences. His area of focus encompasses product reviews, copywriting, tech features, and the analysis of marketing case studies. He showcases a deep interest in productivity and inbound marketing strategies. Joy has collaborated with prominent brands including ScreenRant, Craft Your Content, Marker.io, Rigorous Themes, and iTechTalk. His passion lies in creating valuable experiences that drive growth and support individuals in achieving their goals.

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