Much of venture still charges for underwriting while delivering exposure.
The Premium Fee Mismatch
Limited Partners pay 2% management fees and 20% carried interest. The question is not what you are paying. The question is what you are actually getting.
For a significant portion of the venture capital industry, the answer is follow-on exposure billed at lead-investor pricing.
The 2-and-20 fee structure was designed to compensate non-consensus alpha — active underwriting, lead positioning, board-level governance, the kind of work that cannot be replicated by buying an index. That is what the pricing originally signaled. That is no longer what the pricing reliably purchases.
A material share of the asset class has quietly converted itself into a delivery mechanism for passive co-investment exposure, priced as if it were active management. The current venture menu now forces LPs to choose between expensive diversification and concentrated hope — paying premium fees either for a portfolio of bets the manager did not underwrite, or for access to deals whose terms were set by someone else.
Outperformance is no longer found in paying lead premiums to managers who piggyback on other people's diligence. Alpha must be manufactured by decoupling direct asset selection from the structural drag of the legacy fund box.
I have spent enough time across the LP table to recognize what is happening. The decks all sound like lead-investor decks. The portfolio reports tell a different story.
The Three Tiers of Capital
The venture ecosystem has segmented into three operational tiers. Only one of them justifies the price of admission.
Tier One is the active lead. These are the firms LPs expect when they write the check. They source the round, run independent diligence, set the price, negotiate the term sheet, take the board seat, and manage corporate governance through the cycle. The work is real. The pricing — 2 & 20 — was designed for this work.
Even Tier One firms face structural math problems. A traditional thirty-company portfolio still depends on one or two outliers to redeem the vintage. But at least the underwriting is honest: the fees compensate work the manager actually performed.
The trouble is that Tier One is the minority of the industry. The most active lead investors in any given quarter — a16z, Sequoia, Lightspeed, General Catalyst, Founders Fund, and roughly a dozen peers — concentrate the majority of true lead activity at the early stages. Carta's data on lead-investor concentration is consistent with this: in 2025, lead investors took 61% of seed-round allocation, up from 52% in 2021. The same pattern holds at Series A. The market for leading venture rounds is not democratized. It is consolidating.
Tier Two is the fund-of-funds response. Because manager selection is genuinely difficult, many institutions allocate to fund-of-funds to diversify their manager risk. If broad diversification is the sole objective, this is rational. But it creates the 3-and-30 problem: fund-of-funds fees stack directly on top of underlying venture fees. The net load on the LP exceeds 3% in management fees and 30% in carry for exposure to the same underlying asset class. If the objective is excess returns, that dual-layered fee structure is a steep hurdle to clear before any alpha actually reaches the allocator.
Tier Two is not the problem. It is an honest answer to a real selection problem, with disclosed economics. LPs who choose it know exactly what they are buying.
Tier Three is the structural problem. It is the dominant share of the market, and it represents the inversion of what 2 & 20 was supposed to compensate.
The Shadow Index Funds
The firms occupying Tier Three have pulled off the most quietly successful arbitrage in modern asset management. They have figured out how to get paid like lead investors while doing follow-on work.
The marketing scripts are nearly identical across the cohort. They tell LPs they "co-invest alongside tier-one funds." They boast about backing "proven founders" and "accelerator alumni." They market their "network" as their primary value-add. They do not lead rounds. They do not run independent diligence. They do not price risk. They do not write term sheets. They are participants in syndicates, not architects of them.
In substance, this is index-like exposure at hedge-fund pricing.
By leaning entirely on the primary diligence of lead managers, Tier Three funds avoid the structural cost of independent underwriting. They deploy capital into pre-validated rounds, capture diffused market exposure, and charge the full 2-and-20 load. The economics are closer to a fund-of-funds — but without the disclosure, without the diversification benefit, and without the explicit acknowledgment that the manager is layering on top of someone else's work.
This is fund-of-funds behavior, billed at 2-and-20 instead of 1-and-10.
LPs are paying premium advisory rates for what is, in functional terms, automated allocation into other people's deal selection. The carry compensates a service the manager is not actually performing.
Modern venture, at its core, increasingly resembles a casino financed with institutional capital. The portfolio is spread broadly enough that most losses are acceptable, provided one position produces outlier-scale returns. The underlying logic is probabilistic exposure, not operational control. Selection is secondary to portfolio math. Construction is secondary to access.
Tier One does construction work — sourcing, underwriting, governance, the unglamorous infrastructure of value creation. Tier Three is the casino, charging construction pricing.
The Institutionalization of the Single-Asset Vehicle
This fee mismatch is exactly why the architecture of alternative asset deployment is shifting. The vehicle absorbing the shift is the Special Purpose Vehicle — but the evidence is not that SPVs exist. SPVs have funded SpaceX and powered the secondaries market for years. The evidence is in who is using them now, and at what scale.
In January 2024, Menlo Ventures led Anthropic's $750 million round through a single-asset SPV called Menlo Inflection AI Partners. The structure surprised industry insiders not because SPVs were new, but because a brand-name venture firm was using one to lead a foundation-model round at a scale Menlo could not have led from its main fund. $500 million of the vehicle came from outside LPs invited specifically into the Anthropic allocation. $250 million came from Menlo's own funds and insiders. The firm's existing LPs got an explicit invitation to over-allocate beyond their fund pro-rata.
That is not a sidecar. That is a brand-name venture firm deliberately unbundling its own fund to give LPs direct line-of-sight ownership of a specific asset, with disclosed economics, priced separately from the main fund's blind-pool exposure.
Menlo is not alone. Lux Capital and 8VC have routinely executed $100-million-plus single-company SPVs. Across the industry, single-asset SPVs are no longer the dentist-syndicate side bet. They are the way major venture firms increasingly structure their largest convictions.
The supporting data confirms a structural migration. The SPV services market was approximately $12 billion in 2024 and is projected to roughly double by 2033. 89% of GPs surveyed expected SPV deal volumes to grow in 2025. Industry coverage in 2025 acknowledged what insiders had already absorbed: SPVs went from edge case to core strategy.
This is not a niche product story. It is a re-architecting of how sophisticated capital wants to deploy.
The institutional SPV reintroduces the two things traditional venture systematically stripped away from allocators: direct ownership and deal-by-deal agency. LPs are increasingly unwilling to fund a thirty-company diversification experiment just to gain exposure to the two or three assets they actually want to own. By unbundling the fund, sophisticated LPs isolate their capital exposure, eliminate the dilution from non-performing assets they did not want in the first place, and retain transparent economics. They no longer buy the whole portfolio to get line-of-sight on the position they came for.
Execution Over Exposure
Access alone does not solve the underlying risk equation. Buying an unbundled SPV ticket that merely provides a clean conduit into an investment round still leaves the allocator exposed to individual asset volatility. Access without execution is just an unbundled lottery ticket.
The real shift is from passive asset exposure to direct, execution-driven underwriting. Traditional venture diversifies portfolio risk by spreading capital thinly across thirty companies. An execution-driven architecture reduces risk by concentrating capital into fewer positions and embedding seasoned operators directly into the field — reducing company-level risk where the volatility actually lives.
The institutionalization of the SPV proves the first half of the architectural shift: LPs want choice, line-of-sight ownership, and transparent economics. They are no longer treating those as concessions. The second half is what fills the SPV: passive access at lower fees, or active execution at carry that compensates real work.
The Transition to Operational Alpha
The legacy venture menu was built when capital was scarce and diversification was the only available risk management tool. In an asset ecosystem where capital is abundant and SPVs have institutionalized choice, the menu no longer holds. The 2-and-20 fee structure becomes harder to defend when the underlying work increasingly resembles passive exposure rather than active underwriting.
Outperformance is not found in paying structural premiums for passive follow-on behavior. It is found by pairing deal-by-deal agency with the tactical operational leverage required to convert capital into acceleration.
Execution over exposure.
Agency over hope.
—QED—
