Are VCTs Worth the Risks, and 40-Year Mortgages?

The FT Money supplement on Saturday ran a big article on Venture Capital Trusts which was headlined “Are VCTs worth the risks for higher earners?”. As a long-standing investor in such companies, having first invested in some in 1995 soon after they were launched, it made for interesting reading.

It seems that wealthy investors are flocking to these funds due to the generous tax breaks and now there are few other good alternatives so the amount invested in them reached near record levels in the last tax year. The article suggests that performance can be volatile but that’s not my experience – at least in terms of share prices. I now hold over 15 different VCTs. Some have certainly performed better than others over the years and in the early years of VCTs there were some absolute stinkers as fund managers seemed to lack experience of investing in early stage companies and investors focused primarily on the tax reliefs that were even more generous than now.

But in recent years, a portfolio of VCT shares would likely be less volatile than a portfolio of FTSE shares. This is for two reasons. First the managers of these trusts try to smooth out the dividend returns which are a big component of the returns from these trusts and secondly the valuations of unquoted companies in which they mainly invest are driven by trade prices of companies rather than stock market hysteria. When stock markets plunge on depresssion, or spike upwards on euphoria, as seen recently in the impact of Brexit politics, VCT share prices can remain very stable.

VCTs do have major tax benefits. They offer 30% tax relief on the amount invested and all dividends are tax free. Capital returns are also tax free after 5 years but the chance of much capital growth is low. In reality capital is often turned into dividends as such trusts can pay out the profits on realisations while ignoring the losses. In effect capital invested (at a 30% tax discount in real terms) is recycled into tax-free dividends so investors need to reinvest the income generated regularly into new share offerings. VCTs therefore do regular new share issues to meet that demand and maintain or grow their assets under management.

It’s not difficult for an investor who puts the maximum £200,000 a year into a VCT portfolio to after a few years be generating a tax-free income of over £30,000 a year based on the current dividend yields. Grossed up at 40% for higher-rate taxpayers that’s equivalent to an income of £50,000 per annum. However as the FT article suggests it might be unwise to hold more than 10% of your overall investment portfolio in VCTs.

What have been the real returns from such trusts? The AIC gives figures for most VCTs and they give the overall share price total return from “Generalist” VCTs over the last ten years as 157%. For example a couple of such better trusts I invested in 24 years ago and still hold returned 207% and 201% over the last ten years. But those figures grossly under-estimate the real returns achieved by investors because they ignore the tax reliefs.

There are risks of investing in such trusts the biggest being the chance that any future Government would change the tax reliefs, perhaps even retrospectively affecting current holdings. But VCTs have been very successful in developing a vibrant small company investment scene. Growing small companies is the key to developing employment in the UK economy. The other big risk is that the recent change in VCT rules mean they might be investing in more-risky earlier-stage companies rather than “asset-backed” or “management buy-out” ones. How that pans out remains to be seen and many VCTs have said that dividend returns might be more volatile in future. But what I have seen so far gives me hope that past mistakes will not be repeated.

How do you pick the best VCTs in which to invest? Certainly look at their track record by using the AIC web site. Don’t invest in any newcomers until they have proven their investment experience over more than 5 years, i.e. they have been through more than one investment cycle – there are plenty of established VCTs so why bother with newbies?

Secondly look at their management and overhead costs which can be very high in VCTs. They usually have management performance fees that can be both very generous and impossible to comprehend due to complexity. Particularly avoid those that are based on dividend payouts as dividends can be paid out by VCTs even when there are losses being made on their investments. In other words, managers can be paid a performance fee even though they are reporting overall losses!

Thirdly beware of glowing prospectuses covering past performance written by VCT managers, particularly where the company has been subject to restructuring in the past or a limited time period is selected for the performance figures. Some VCTs seem able to raise more equity even though they have poor performance records simply because of recommendations by IFAs and other promoters. Inexperienced investors in this sector tend to look at the tax reliefs and the “name” on the fund rather than the important factors. Those who bought into the Woodford funds will know the latter syndrome well.

40-Year Mortgages

In the same edition of FT Money there was another interesting article on the growth of 40-year mortgages. Over 50% of mortgage product offerings now offer such terms. As house prices have risen, buyers have apparently looked to reduce their mortgage costs by repaying the capital over a longer period. When mortgage interest rates are so low the focus is more on the capital repayments it seems.

This might make sense if there was any certainty over the future value of property and interest rates over the next 40 years but another article in the FT on Saturday tells you that is a dangerous assumption. People are obviously expecting to repay these long-term mortgages by selling their house and downsizing when they retire. But house prices do not always go up. They can stagnate over very long periods or drop sharply in the short-term. Hence the FT showed how house prices in Dublin fell by nearly 50% from their peak in 2012.

I suggest 40-year mortgages are positively dangerous and should come with a “health” warning. This looks like another “mis-selling” scandal unregulated by the FCA which will come home to roost in the future. When you borrow money, you should pay it off as soon as possible. A house you buy to live in should be considered to be just that – an operating cost not an investment, and cutting your operating costs should always be a priority.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Ventus VCT AGMs – A Disappointing Result, National Grid and Sports Direct

I have mentioned previously the attempt by a shareholder in the Ventus VCTs (VEN and VEN2) to start a revolution, i.e. replace all the directors and appoint new ones. See https://tinyurl.com/y6e5fafo . Nick Curtis was the leader of the revolt but at the AGMs on the 8th August the required resolutions were narrowly defeated with one exception. This was after the boards of these companies paid a proxy advisory service £38,000 to canvas shareholders, which of course shareholders will be paying for as it is a charge on the companies.

There is a report on the meetings by Tim Grattan in the ShareSoc Member’s Area which gives more details. One surprising bit of information that came out was that the performance incentive fee payable to the manager would be paid in perpetuity even if the management agreement is terminated. This is an outrageous arrangement as it would effectively frustrate any change of manager, i.e. it’s a “poison pill” that protects the status quo.

In addition the performance fee calculation is exceedingly complex, and allegedly double counts the dividends because it is based on the sum of total return and dividends. It seems to be yet another incomprehensible performance fee arrangement which I have often see in VCTs.

Comment: I think the existing directors deserve to be removed solely for agreeing to such arrangements. I have repeatedly advocated that performance fees in investment trusts (including Venture Capital Trusts) are of no benefit to shareholders and typically just result in excessive fees being paid to fund managers. There is no justification for them. Fund managers say that they are essential to retain and motivate staff, but I do not know of any VCT where the fund manager has voluntarily given up the role because of inadequate fees being paid even though some of them have had quite dire performance.

The boards of these VCTs are reflecting on the outcome. Let us hope that they decide it is time to step down and appoint some new directors who need to be truly independent of the manager. The candidates for the board put forward by Nick Curtis are a good starting point.

If the board does not respond appropriately, then I think shareholders should pursue the matter further with another requisition for an EGM to change the directors. It can take time to educate all the shareholders in such circumstances so perseverance is essential in such campaigns.

The Financial Times had more lengthy coverage on National Grid (NG.) and its power outage last week, which I covered in a previous blog post. It seems the company is blaming the power failures on the regional distribution operators for cutting the power to the wrong people, e.g. train line operators rather than households. But they suggest otherwise. Meanwhile an article on This is Money suggests that the increased sales of electric vehicles will cause the grid to be overloaded by 2040, even though sales of such vehicles are well behind those in some other countries. They were only 2.5% of sales in the UK in 2018, versus 49% in Norway. Surely what the UK needs is more back-up capacity based on batteries, gas turbines or like the Dinorwig pumped storage power station in North Wales. That can bring large amounts of capacity on-line in seconds and is well worth a visit if you are on holiday in the area.

Other interesting news is the recent events at Sports Direct (SPD). After problems with the last audit and getting the results out, Grant Thornton have announced that they do not wish to continue as auditors. All of the big four audit firms have refused to tender for the audit and other small firms have also declined it seems. Corporate governance concerns at the company seem to be one issue.

A UK listed company does require an audit so what does the company do if there are no volunteers for the role? The FRC is being consulted apparently on how to resolve this problem. Needless to say, these issues are having a negative effect on the company’s share price.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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ProVen VCT AGM Report

I commented on the results of ProVen VCT before their AGM on my blog. I said: “Total return to shareholders was 10.3% last year, but the fund manager did even better. Of the overall profits of the company of £18.6 million, they received £7.7 million in management fees (i.e. they received 41% of the profits this year). That includes £5.6 million in performance fees. Studying the management fee (base 2.0%) and the performance fee, I find the latter particularly incomprehensible. I will therefore be attending the AGM on the 3rd July to ask some pointed questions and I would encourage other shareholders to do the same. I am likely to vote against all the directors at this company”.

I did attend the AGM on the 3rd July in London, but so far as I could tell there were only two other ordinary shareholders present. No presentations and it was a hot day in London that might have deterred some from attending. In essence picking a summer day for an AGM and not providing any special reason for them to attend is a good way to put off shareholders from doing so.

But I did meet with the Chairman, Neal Ransome, and two representatives of the fund manager before the AGM commenced to go through the performance fee figures. The performance incentive fees are based on a very complex calculation which is essentially based on the growth in net assets of the fund plus dividends paid out, i.e. on Total Return. The manager gets 20% of any excess over a hurdle rate. The hurdle rate is the higher of a 25% uplift on initial net asset value or the initial net asset value compounded by base rate plus 1% per annum. That is on top of a “base” fee of 2.0% of net assets per annum payable to fund manager Beringea.

If one is going to have a performance incentive fee, that is not an unreasonable system. But I had already told Neal that I considered all performance incentive fees should be scrapped and a simple base fee used instead (as for example Amati AIM VCT use and other VCTs used before performance fees became common). Performance fees do not improve performance because managers have a good incentive to perform to the best of their ability anyway – if they do and the fund grows they get higher fees.

One complication in the calculation of the performance fees is that they are actually calculated separately on each of seven tranches of the funds that have been raised on previous years. There is also an additional PIF performance fee related to two specific investments. In essence, the calculation is so complex that no investor in the shares of this company could ever work it out or check that it is reasonable. I hope the auditors can do so.

The reason for the exceptionally high performance fee last year was explained as being due to the very high dividends paid out, which primarily were driven by the exceptional realisations during the year. Plus some “catch-up” from previous years having passed the hurdles. VCTs cannot generally hold on to cash because the VCT rules require them to reinvest the cash quickly which can be very difficult to do so and shareholders like the tax-free dividends anyway.

Investors have done reasonably well from this VCT (comparing them with generalist VCTs reported by the AIC), but over the last 10 years the average percentage of the year end net asset value represented by overall management and administration fees is 5.5% so the manager has done very well indeed.

The AGM was a fairly trivial event with only I and one other shareholder asking any questions. I voted against the reappointment of Malcolm Moss as I don’t like fund manager representatives on boards of trusts and told the board so – he was not present in person. All the directors should be independent in trusts which he is clearly not.

I asked whether there was any difficulty with the new VCT rules which requires a focus on earlier stage companies. Response was no but there was lots of money in the market so there was lots of competition for new deals and so pricing tends to be high.

I also asked about two of the holdings that suffered large write downs. Due to reduced market multiples on retail and ecommerce companies and underperformance respectively was given as the explanation.

Another shareholders asked about a possible merger of the two ProVen VCTs but it was said there are advantages in keeping them separate – for example it enables shareholders to sell from one trust and immediately reinvest in the other when if they did that in the same trust they would lose tax reliefs.

All resolutions were passed on a show of hands vote, with no significant proxy votes against any of the resolutions except for the remuneration report (4.9% against).

Are shareholders likely to revolt over the high levels of fund management fees at this company? I doubt it, but I think the directors should tackle this issue because the fees are unreasonable. The relatively good performance of the fund manager, which may be partly from chance, tends to end up in the hands of the manager rather than the shareholders. But if the fund underperforms it’s only the shareholders that will suffer.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Annual Charges Under MIFID II

I recently received a statement of the overall charges incurred on one of my SIPPs during 2018. This is a requirement of MIFID II so I guess I’ll be getting similar statements from other brokers I use soon.

The statement itemises all the charges paid, including one-off charges (which were zero), annual on-going charges paid on investment trust holdings and transaction charges on dealing (excluding stamp duty taxes). With a mixture of direct holdings and investment trust holdings, and a reasonably active trading style, the overall charges came to 0.36% of the portfolio.

That seems reasonable to me. How does it compare to the charges imposed by investment trusts or funds? It’s not easy to compare directly because although investment trusts and funds report an “On-going charge”, that actually excludes their dealing costs at present. But for example, the On-going Charge for one of the larger generalist investment trusts (City of London) is given as 0.41% with no performance fee. So their charges are undoubtedly higher than doing it yourself and managing your own low-cost SIPP or ISA fund (my SIPP is not in drawdown when other charges would likely be incurred such as for reviews).

But of course the additional work of managing your own portfolio may not be justified if fund charges are as low as 0.41% even with dealing costs added. Time is one of the few things most people don’t have in the modern world so they generally value it highly. So long as you can trust the fund manager and are happy with their performance, why bother with doing it yourself? But in practice many small cap or specialist funds will charge more than 1.0% and they may also impose performance fees which increases the overall cost even further.

I probably don’t need to remind readers that the impact in the long-term of an additional 1% of charges is very damaging. On a $100,000 portfolio it could reduce the return by $30,000 over 20 years. See this note published by the SEC for the details: https://www.sec.gov/investor/alerts/ib_fees_expenses.pdf . Charges are important so this new information being produced as a result of MIFID may be helpful to some investors even if it costs a lot to produce and is not entirely accurate in my case – I think some rounding is taking place.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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