Master-Feeder Structure

What is a Master-Feeder Structure?

A master-feeder structure is an investment structure used by hedge funds under which multiple investors invest in onshore and offshore “feeder” funds, which, in turn, invest in a larger “master” fund. The master and feeder funds are typically managed by the same designated investment manager, and investments are made in accordance with the partnership agreement.

The master-feeder structure allows investment managers to manage a larger pooled portfolio (i.e., the master fund) and provides investors with benefits such as tax gains, interest, income gains, and dividends – which are generated by the master fund.  Usually, master-feeder structures include one onshore feeder fund, one offshore feeder fund, and one master fund.

How the Master-Feeder Structure Works

The diagram below depicts how a typical master-feeder structure functions:

• Taxable investors from the US invest in onshore limited liability companies (LLCs), which function as feeder funds. Similarly, tax-exempt investors from the U.S. and foreign investors invest in offshore feeder funds.
• Feeder funds are the companies where the funds are actively invested -– funds flow from investors to the feeder companies, which in turn, invest all or part of the investors’ money in the master fund.
• The master fund pools the capital from both types of feeder funds and invests in different types of securities based on market conditions and agreements with investors. The profits and losses generated by the master fund are shared among the feeder funds according to the amount invested. The feeder funds then allocate these profits and losses to individual investors.
• The investment manager is responsible for allocating funds to securities and managing the overall portfolio of the master fund. The manager is typically paid a percentage fee for their advisory and management services.

Advantages of Master-Feeder Structures

1. Reduced trading costs

By pooling together a large number of funds from various investors, investment managers reduce the trading fees associated with managing multiple portfolios. In other words, trading fees are generally a percentage of the transaction value. By carrying out one transaction that affects multiple portfolios, investment managers can avoid paying trading fees multiple times.

2. Economies of scale

Creating a master fund generates economies of scale that can provide benefits in various ways, reducing operational and transaction costs. For example, instead of conducting risk and security analyses for different portfolios in different feeder funds, the master fund requires just one set of analysis that affects all investors.

3. Diversity of investors

The flexibility of master-feeder structures allows tax-exempt and foreign investors to invest in the master fund, creating a larger overall pool of funds. At the same time, the onshore and offshore feeder funds ensure that the tax processes are maintained for taxable US investors.

Disadvantages of Master-Feeder Structures

1. Complex tax accounting

The feeder funds are registered as separate legal entities, and therefore, need to maintain their own accounting and bookkeeping processes in addition to the master fund. It makes the accounting process highly complex and tedious since the profits and losses generated by the master fund also need to be distributed equally.

2. Strategic conflicts

The master fund pools the investments of numerous individual investors from multiple feeder funds. Each investor may have a different investment goal, and each feeder fund may be tailored to different investors (e.g., one can appeal to a risk-averse investor, whereas another can appeal to a risk-seeking investor).

Therefore, each decision made by the investment manager leads to different consequences for various investors. It may lead to strategic conflicts during the investment management process.

3. Securities constrained by regional restrictions

Given that investments from foreign investors are also included in the master fund, regional restrictions that stop the foreign investors from buying certain types of securities (e.g., foreign government bonds or stocks) also restrict the master fund from doing so. It limits the types of securities that can be invested in.

Summary

Master-feeder structures are investment structures whereby domestic and foreign investors choose to invest in a master fund that combines their assets. Usually, the first step is for investors to invest in feeder funds, which, in turn, inject the capital into the master fund managed by the investment manager.

A larger, combined pool of assets allows investors to reap the benefits of economies of scale, reduced trading costs, and tax benefits. However, given the diversity of investors involved, the risk of strategic conflicts and accounting complications remains high.

More Resources

Thank you for reading CFI’s guide on Master-Feeder Structure. To keep learning and developing your knowledge base, please explore the additional relevant resources below:

• Tax Haven
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• Transaction Costs
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