Hedge fund operational_due_diligence_corgentum_insights_master_feeder_conundrum
The Master-Feeder ConundrumA commonly employed fund legal structure, which is popular among both hedge funds and privateequity funds, is the master-feeder structure. Under this type of two-tiered structure, a master fundsits above a feeder fund. Investors typically allocate capital to a feeder fund, which then takes thiscapital and makes an investment in the master fund. Ultimately, it is the master fund that makes theinvestments on behalf of the whole fund complex.The master-feeder fund relationship is one which is replete with operational intricacies. When onegets into the operational nuts and bolts of the ways in which these different fund vehicles interact,the complexity of such relationships may at first be overwhelming. Putting aside the legal pros andcons of such a fund, arrangements aside, during the operational due diligence process a number ofother operational complexities may surface regarding this structure. Many of these additional layersof detail typically center around accounting procedures. Examples of these items can include theallocation of trades among the funds, distribution of profits and losses among the funds, theallocation of management and incentive fees, the tax allocation implications of multiple fundarrangement, and tracking of the fund’s inflows from the master and feeder funds.While each of these considerations could merit their own separate discussion, in this article weinstead want to focus on a different aspect of the master feeder relationship as reflected in theaudited financial statements of funds. During the operational due diligence process, one of the keydocuments investors may seek to collect are the audited financial statements of the fund(s) underconsideration. Typically an investor is considering allocating capital towards one fund vehicle inparticular. In a master-feeder situation, there are typically at a minimum, fund vehicles that areappropriate for onshore or domestic investors and one which is more appropriate for offshore orforeign investors. From a U.S. perspective, the onshore vehicle is typically organized via a limitedpartnership or "L.P." structure where the offshore vehicle is via a Limited Liability Company or "Ltd."Investors may tend to focus the bulk of their due diligence efforts on a particular fund vehicle whichis most appropriate for them. This is a dangerous trap that can lead many investors astray. Not onlyis it considered best practice that investors consider all other pari passu funds in the same complex(i.e. - a domestic investor should review the offshore fund as well), but also to consider the role of themaster fund.Continuing our example, when collecting and reviewing audited financial statements; investorsshould request both the onshore and offshore audits. It is also advisable for investors to collect andreview the master funds financial statements as well. Once all of these statements have beencollected, how is an investor to go about reconciling these statements?What exactly should investors look for? While the analysis of fund audited financial statements canbe a complex and time consuming exercise, there are a number of basic checks investors canperform as part of the operational due diligence process, to ensure the basics of the master-feederrelationship are functioning properly among the multiple funds. These checks can include: Do the feeder funds own 100% of the master fund? If not, are there other fund vehicles for which you have not reviewed the audited financial statements for?
Can you track the allocation of fund expenses from the master to the feeder funds? What about the allocation of profit and losses? At which level are fees such as management fee and performance fee charged? The master level? The feeder level? Do the financial statements accurately reflect your understanding of this arrangement? Have the funds always been organized in this manner?Making the situation more complex can be situations in which feeder funds invest in multiplemasters or when investors make investments directly into the master fund skipping the feedersaltogether. Analyzing the relationship among master-feeder funds is a good example of an areawhere investors should coordinate their reviews of the fund’s legal documents, such as the offeringmemoranda, and the review of the audited financial statements. By taking the time to understandthe way in which a master fund and feeder fund interact via audited financial statement analysis,investors will likely be able to better target the focus of their operational due diligence reviews toensure that they fully vet the intricacies of these relationships.Originally posted in the February 2012 edition of Corgentum Consultings Operational DueDiligence Insights.For More email@example.comInformation Corgentum.com | Blog | Twitter Feed Tel. 201-360-2430About Corgentum Consulting:Corgentum Consulting is a specialist consulting firm which performs operational due diligencereviews of fund managers. The firm works with investors including fund of funds, pensions,endowments, banks ultra-high net-worth individuals, and family offices to conduct the industrysmost comprehensive operational due diligence reviews. Corgentums work covers all fund strategiesglobally including hedge funds, private equity, real estate funds, and traditional funds. The firms solefocus on operational due diligence, veteran experience, innovative original research andfundamental bottom up approach to due diligence allows Corgentum to ensure that the firms clientsavoid unnecessary operational risks. Corgentum is headquartered at 26 Journal Square, Suite 1005in Jersey City, New Jersey, 07306. Phone 201-360-2430. For more information visit,www.Corgentum.com or follow us on Twitter @Corgentum.