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FAQ

Jump to the sections that you are interested in.

General FAQ


Foreign Exchange (FX) Exposure

Databases vs. Spreadsheets




Frequently Asked Questions

Offshore Funds Administration



In this section, we attempt to address some of the more common issues raised by fund managers in respect of offshore funds and administration:

What is a master-feeder structure and do I need one?

What should I look for when I choose a fund administrator?

What are the differences between the 'average', 'series' and 'equalisation' performance fee methodologies?

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Q : What is a master-feeder structure and do I need one?

A : An offshore fund's legal structure is often determined by the tax consequences to its investors. The choice of structure is more complex, however, where the fund seeks to attract both US and non-US investors. From a US tax standpoint , US taxable investors are better off investing through a limited partnership. Offshore corporations, however, are better investment vehicles for the large number of non-US investors who seek to maintain confidentiality. In fact, some non-US investors refuse pointblank to invest in any fund that has a significant number of US investors and is therefore likely to attract the unwanted (and occasionally unwarranted) attention of the US tax and regulatory authorities.

Wasteful duplication


A solution to the above problem is to create a separate fund for each group of investors. The fund manager attempts to replicate his trading performance across the different funds by splitting every trade according to the ratio of the relative NAVs. To make life worse, the fund manager's bargaining position vis-a-vis counter parties is weakened since he must negotiate separate credit lines/financing arrangements for several smaller funds.

The Master - Feeder solution

The Master-Feeder solution overcomes these problems by creating separate investment (i.e. feeder) vehicles for each investor group. Investors subscribe for shares or partnership interests in the appropriate feeder fund which in turn invests these proceeds in a single offshore trading (i.e. master) vehicle. Trade splitting and portfolio re-balancing is eliminated while the larger combined balance sheet helps the fund manager to negotiate bigger credit lines under more favourable terms. Profits and losses are apportioned pro-rata to the NAV of each feeder.

The US taxable investor feeder is usually, though not always, a domestic limited partnership. The non-US investor feeder (which will often take US tax-exempt investors seeking to avoid "UBTI" - unrelated business taxable income) is normally an offshore corporation. The master fund is either an offshore partnership or an offshore corporation which elects to "check-the-box" under US tax law. Since the IRS "looks through" a feeder partnership to assess US taxable investors on the gains in the underlying master fund, it is critical that the master fund not be classified as a "PFIC" (passive foreign investment corporation). The "check-the-box" election achieves this by allowing the master fund corporation to be viewed as a partnership for US tax purposes.

It is worth mentioning that some master-feeder structures completely dispense with the domestic feeder. In other words, US taxable investors subscribe directly into the offshore master fund. There is no tax disadvantage to US investors although some lawyers feel more comfortable with the extra degree of legal separation afforded by a domestic feeder. In either case, non-US investors and US tax-exempt investors continue to subscribe through an offshore feeder.

Master fund: Partnership or Corporation?

One advantage of the "check-the-box" election is that unlike a limited partnership, a corporation does not require a general partner. Fewer entities reduce legal and registration costs although "check-the-box" does not eliminate the need to maintain a share register. Moreover, there are circumstances when it may be advisable to create more than one master fund (see below).

Feeder funds as trading entities

A feeder fund may wish, under special circumstances, to act as a trading entity. Withholding tax on US equities, for instance, is irrecoverable in certain offshore jurisdictions. Instead, the fund manager can book his US equity trades in the domestic feeder and reclaim this tax. Unfortunately, such gains are not available to non-US investors who can only participate in master fund gains/losses. A less clear-cut example is that of futures trading. Opinion appears divided on whether it is necessary to segregate futures margins from all other assets. This segregation can be achieved, of course, by splitting futures contacts across the various feeders although this partially defeats the purpose of the master-feeder structure.

Cross-collateralisation - a drawback

The major disadvantage of the master-feeder structure is that all assets and liabilities of the master fund are cross-collateralised; that is, any asset is available to satisfy any liability in the event of liquidation. This can be a problem for investors where there is more than one share class (i.e. risk profile) being traded in a single master fund. The advantage of larger credit lines needs to be weighed against the effective indemnity each share class issues to every other share class in the same master fund. Some investors in, say, a lower risk class might be reluctant to take on the risk of a more volatile class "blowing up" and dragging down the rest of the fund; "ring-fencing" each class into a separate master funds is one solution.

Don't forget the other rules!

Master-feeder structures address the problem of combining US and non-US investors. They do not, however, eliminate the need to monitor the overall number and type of US investors (e.g. 3.c.1 funds or 3.c.7 funds) or the level of benefit plan participation in the fund ("ERISA" rules). One must be careful not to stray into unanticipated legal liability or onerous US regulatory reporting.

Master-feeder variations

The repeal in the US of the offshore "10 commandments" has increased the flexibility of the master-feeder structure. For instance, it appears that the master fund can now be a domestic partnership without adverse tax consequences to investors from the offshore feeder. Unlike with an offshore master fund, however, the number and type of offshore investors in a domestic master fund will affect filing exemptions under US law which "looks through" the partnership to the ultimate investor. This is bound to make non-US investors uncomfortable.

Seek legal advice

This discussion is only an overview of master-feeder structures. Any fund manager looking to establish a master-feeder structure is strongly advised to obtain legal counsel / tax advice beforehand as regulations are always subject to revision, and each situation must be assessed on the basis of its specific circumstances.

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Q : What should I look for when I choose a fund administrator?

A : There are several factors which will affect your choice of administrator and it is essential that you allot sufficient time during the setting up of your fund to perform thorough due diligence. You may feel ill-equipped to assess the relative strengths and weaknesses of competing administrators, so here are some guidelines:

Technology: the speed and accuracy with which your investors will receive their valuations depend largely on the effectiveness with which the Administrator uses technology. When asked, all Administrators will claim to be technologically adept so it's up to you to probe a little further. Be specific and ask some more searching questions, for example:

Will trades be uploaded into the Administrator's systems electronically (if not, you'll be paying for someone to re-key your trades manually with the attendant likelihood of delays and errors);

If there are feeds to prime brokers and counter parties how are these used (if they're just used to print off statements which are then reconciled manually they're of little use);

Are investor records and fee calculations maintained on spreadsheets (if they are, are you comfortable with that and will your investors be?).

Don't be afraid to ask for demonstrations of software/ copies of sample reports etc.

Reporting: each month end, you or one of your staff will have to reconcile the NAV and performance the Administrator has generated with what you have calculated it to be. This process can be frustrating and time consuming if your Administrator's systems don't produce information in a way which allows you to identify differences easily. For example, if you group your positions into trading strategies, can your Administrators' systems duplicate them? If not, you'll be trying to compare your strategised P/L to an entire portfolio of assets grouped in all likelihood by instrument type. Good luck! Find out how the Administrator's system analyses the NAV. For example:

How does it report FX revaluation P/L?

How does it report repo financing?

Does it report the Month-to-date P/L by position combining both realised and unrealised profits?

Does it produce the fund's constituent foreign currency balance sheets or just a USD consolidated one?

Does it report the Fund's FX exposure?

By asking these kinds of questions, you will soon build up a picture of the reporting capabilities of the Administrator and the expertise of the people you are dealing with.

Staffing: the person who solicits your business at most of the large Administrators is not going to be the person who will actually be responsible for your account. Therefore, find out who will be. Ask for how many other clients that person is responsible and assess whether his workload will allow him to provide you with the level of service you expect. Think about it: if he has five clients whose NAV's have to go out within five working days of month-end and you're the smallest account he has, just how high a priority will your fund be? Furthermore, if things do start to go wrong, which members of senior management will be available to address your grievances? It's a good idea to get names of some of the Administrator's other clients and speak to them about these issues.

Cost: in fund administration, as in everything else, YOU GET WHAT YOU PAY FOR. In our experience, investors are far more sensitive to an unresponsive Administrator who reports their valuations late than they are to a few extra basis points off their returns. It is critical in the process of setting up and launching a new fund that in your (understandable) effort to minimize costs, the interests of your investors (who are the primary beneficiaries of a good Administration service) are not forgotten.

A final thought: a little time spent on a rigorous due diligence process can prevent considerable problems later on. The process of changing administrators should you be dissatisfied with the one you've chosen is time-consuming, costly and will inevitably raise questions from your investors. It is in everyone's interests to get the decision right the first time.

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Q : What are the differences between the performance fee methodologies?

A : Broadly, there are 2 types of performance fee methods: the "average" method, which looks at the fund's performance as a whole and the "series" method which looks at the individual investor's performance. Each method has its pros and cons and in practice, many performance fees contain elements of both methodologies.

"Average" method

The average method calculates the performance fees against the net new profits of the fund in a given period, usually on a monthly basis. This method is biased towards new investors, however, and for this reason is considered by many hedge fund professionals to be unfair. For instance, if a fund currently shows a cumulative loss, a new investor will not suffer performance fee on his profits (i.e.. will get a "free ride") until the fund recovers such loss as adjusted for any redemptions. New investors will also benefit from the clawback of performance fees accrued in previous periods. That is why this method is known as the "average" method; the monthly performance fee for the fund is "averaged" across all investors irrespective of their individual trading gains or losses. Clearly the greater the profit and loss swings, the greater these distortions become which is why the average method is less suited to volatile funds.

One partial solution to this problem is to harmonise the subscription and the performance fee payment cycles. New investors can only subscribe at the beginning of a performance fee cycle when there is no possibility of fee clawback. Fund managers, however, may be unwilling to restrict their ability to raise capital for the sake of a more even-handed performance method. Also, due to the asymmetric nature of the performance fee calculation, this modification still does not eliminate free rides to new investors where the fund is "underwater".

The advantage of the average method, however, is that it is relatively easy to calculate.

"Series" method

The series method is more suited to volatile funds since returns are effectively calculated at an individual investment level. There are essentially 2 series methods: Pure series and equalisation (there are various types of equalisation). A series is a collection of subscriptions on a specific investment date although a series can be even more precise and represent a specific investor attribute (e.g. all subscriptions from US investors on 1 January 1999). (See "Different Fee Rates" , "Special Gains" below).

Pure Series

Pure series charges fees in accordance with each investment's performance, having regard to the current high water mark for that investment. The gross return of each investment in a given month may be compared further with a hurdle rate of return defined in the PPM (Private Placement Memorandum) in order to determine the magnitude of these fees (see "Hurdle Rates" below). Investments in identical series will therefore show identical NAVs per share, gross, and net returns. The disadvantage is that the fund ends up with multiple NAVs per share and net returns since: an investment in one series might show a cumulative loss (i.e. no fees charged) at the end of the month while another shows a cumulative profit (i.e. fee charged).

all new series tend for simplicity to start at a common base price (e.g. $100 per share).

However, it is fair because no investor gets a free ride on fees. Many managers dislike pure series however because there is no single share price or net return to report to investors. Operationally there is more work too, than with the average method since every subscription and redemption must be allocated to a series.

Equalisation

An answer to the problem of multiple NAVs per share is equalisation. As the name suggests, this method "equalises" the share price across different series. There are several methods of equalisation but for a simple illustration of the pros and cons, let's concentrate on a variation where "free units" are issued to investors in all but the lowest share price series (eg. bonus equalisation). The free units are issued in such quantity to reduce every series NAV per share to the LOWEST series NAV per share. That way, the fund ends up with a unique NAV per share. Simple, no? Until the fund manager tries to explain it in the PPM or to investors whose shareholding keeps changing each month. Confusion also arises since the net return of an investment in a given month cannot be derived from the movement in the fund's share price; the issue of free units equalises the NAV per share but does not affect the NAV of individual investments in the fund.

That's why many fund managers and investors dislike equalisation. Equalisation is better for very sophisticated investors.

Alternatively, one could equalise the other way around by crunching or redeeming shares at zero cost to raise each investor's NAV per share to the HIGHEST series NAV per share. The problem is that 1) investors will ask why shares are being "stolen" from them and 2) in some tax jurisdictions, redemptions (irrespective of their nature) are treated as taxable events.

Other more common types of equalisation require the investor to subscribe at a gross asset value (or "GAV") which ignores any accrued but unpaid incentive fee and may require the additional payment of a credit equalisation balance or depreciation deposit depending on whether the fund is above or below its high water mark. The result is that all investors have the same capital per share at risk and the fund generates a single NAV per share that reflects the fund's true performance. Investor free rides and excess incentive fees are avoided via the equalisation mechanism; equalisation contributions will be converted into additional shares for the investor or additional fees for the investment manager at the end of an incentive fee crystallisation cycle depending on the performance of the investor over the same interval. If this already sounds confusing, imagine the difficulty in explaining it to investors. This complexity of the credit equalisation method is its biggest drawback although it remains popular amongst technically-minded lawyers and investment managers. Also, credit equalisation does not allow the use of a hurdle rate since by definition this would result in differential returns therefore and multiple share prices across investors (see "Hurdle Rates" below)

Different Fee Rates

It is not uncommon for a fund manager to agree different fee percentages with different investors. Discounts are sometimes offered to management, employees, or long-standing investors. The series method, by definition, caters for this. Funds which use the average method, however, are committed to issuing a single NAV. In the first instance, fees are calculated according to the PPM's standard management and performance fee rate. Investors subject to lower rates are then compensated with a rebate via the fund manager or receive an appropriate number of new shares. such arrangement are normally subject to side-letter agreements between the investor and the investment manager.

Special Gains

Hot issue and Reg 'S' gains/losses can create differential gross returns. Some US investors are prohibited from participating in these gains/ losses and therefore the fund administrator must allocate such gains/losses away from these investors before calculating performance fees. Again, the series method is best equipped to handle this complication. An alternative is to launch a separate share classes for each investor attribute (e.g. restricted vs. unrestricted investors), each with its own performance fee methodology.

Hurdle Rates

Hurdle rates have an intuitive appeal to investors. As a form of fee discount, they are also a useful tool for raising capital. Hurdle rates can be linked to any number of indices: t-bills, fed funds, S&P 500 etc. The more complex the hurdle rate, however, the longer it usually takes for the fund administrator to calculate the NAV (see below). Hurdle rates fit well with the series method.

Technology

An important factor that should be taken into consideration when selecting a performance fee methodology is the fund administrator's ability to calculate these fees and report to investors within a reasonable timeframe. One of the biggest headaches is to calculate the cumulative impact of redemptions on high water marks. Many administrators track shareholder details and fee calculations on spreadsheets. This highly manual approach is, to say the least, inefficient and prone to embarrassing error.

Some shareholder database applications alleviate this process although most stop at the point at which fees need to be calculated. Indeed, it is no easy task to parameterize and program the vast number of performance fee permutations although it is fair to say that there are certain principles common to most methodologies. The quality of systems available in this area is will undoubtedly improve as the hedge fund industry matures.

Conclusion

No performance fee method is perfect with fairness usually achieved at the cost of simplicity or simplicity achieved at the cost of transparency. In practice, the choice of performance fee methodology is often a compromise between the investment manager's preference and the fund administrator's technical and technological capabilities.
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Foreign Exchange (FX) Exposure


Q : "So if your accounting system has multi-currency capability, why can't it produce a simple FX exposure report?"

A : Monitoring FX exposure is one of the most important risk controls in any international business and yet is by far the most neglected. Some fund managers who invest in overseas markets, for instance, have a rough idea of their portfolio's FX exposure but very few are able to quantify it regularly with any precision. One problem is that many managers (and operations staff) falsely equate FX exposure with long or short cash balances. FX exposure is a NET ASSET concept, not a TREASURY concept although FX exposure does have important treasury implications. The more serious obstacle, however, is the lack of coherent and independent FX exposure reporting in most "multi-currency" accounting systems.

FX exposure is not a particularly difficult notion to grasp. Which adds to the mystery of why so few accounting systems are able to calculate and present it on a single report. Much of the blame lies with the industry's obsession with financial reporting, as dictated by external requirements, at the expense of useful management reporting for day-to-day decision-making. Naturally every fund manager wants a smooth audit but try using financial reports to assess your portfolio's FX exposure. And is the ability to quickly summarise average unrealised gains across a trading instrument category for a financial year really more important than being able to quickly evaluate profit and loss exposure to a potential 5% swing in the USD/JPY exchange rate?

To fully understand FX exposure, we must first acknowledge the irrelevance of realised vs. unrealised profits. There is a peculiar idea amongst many fund professionals that unrealised profits or loss in a foreign currency are somehow "intangible" and therefore do not affect the FX exposure of a portfolio. This is incorrect. Broadly, FX exposure reflects the NET ASSETS of a particular currency, irrespective of whether those net assets are represented by realised or unrealised gains. If a fund's capital is US dollar based and the fund holds JPY-denominated securities, those unrealised JPY profits and losses need to be revalued into USD at the end of each day at the closing USD/JPY exchange rates. Which means that any "multi-currency" accounting system which is unable to produce self-contained balance sheets for each of its underlying currencies will most likely struggle to produce meaningful FX exposure reports.

Specifically, FX exposure includes:

1. Trading p/l from foreign currency-dominated securities

2. Foreign currency expenses

3. Foreign exchange deals: spot and forward

These are the most common examples of explicit FX exposure which, with the normal exception of forward FX trades, are captured by the general ledger postings in any "multi-currency" accounting system worthy of the description. Forward FX trades can be valued leg-by-leg using appropriate discount factors or, more commonly, net using the appropriate forward rate. Net valuations, however, hide the true FX exposure from the general ledger. Furthermore, FX exposure can be implicit, ie. it is not captured in any accounting system general ledger posting. Such exposure arises from derivative type instruments such as ADRs convertibles, FX futures, FX options and cross-currency swaps. For instance, an USD-denominated ADR on a Norwegian security may not appear carry FX exposure since the security tends to be bought or sold in USD. However, this ADR instrument is merely a derivative based on an underlying NOK-denominated security. Buying an ADR, therefore, is a proxy for buying the NOK security in NOK and simultaneously buying back the NOK for USD. The trader has gone long NOK and shorted USD.

One area that sometimes causes confusion is FX swaps. An FX swap is a cash management tool consisting of a pair of spot and forward fx deals and is a popular method of managing a short-term foreign currency cash deficit. It is important to emphasise for the benefit of those new to FX exposure concepts that FX swaps do NOT substantially alter FX exposure since the forward leg merely "reverses" the FX exposure of the spot leg at a later date. Unfortunately, many deficient FX exposure reports systematically ignore forward FX exposure. This dangerous oversight can obviously result in badly mistaken hedging or trading decisions.

An advanced "multi-currency" accounting system should be able to recognise and quantify properly all of the above FX exposures based on either the individual security parameters or transaction/general ledger posting details. It then becomes a relatively straightforward exercise to summarise at various levels (eg. trading strategy, overall portfolio) the total FX exposure.

Always remember: FX exposure is one risk area where bad information is probably worse that no information. Don't let the accounting system salesman gloss over it!

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Databases vs. Spreadsheets

"It won't take long to set it up on a spreadsheet."

"I'm not a programmer. I haven't got time to learn to code."

"Everyone can follow a spreadsheet. Very few people understand databases."

"It's easy to fix a spreadsheet. It's transparent. When a database goes wrong it's a nightmare."

"A spreadsheet is very flexible and easy to customise."

"It would cost a fortune to get someone to program this. Let's knock it out on a spreadsheet."

"I can't be bothered to wait for IT to get around to it. I'll just use a spreadsheet."


This is a small sample of the arguments advanced by professional administrators in defense of extensive reliance on spreadsheets. They are not always wrong. To be fair, deadline pressures on administrators are such that few have the time to contemplate strategic information technology (IT) solutions. So spreadsheets often seem like the most reasonable compromise.

Unfortunately spreadsheets are fragile and are seldom transferable between users without substantial amendment. Manual intervention on a monster spreadsheet is generally frequent, if not excessive; the ease with which data or formulae can be copied incorrectly or incompletely is the biggest drawback of this popular financial data tool. Never mind the data validation and protection features which abound in all spreadsheet software; these are all too often sacrificed in the heat of the moment to arrive at an "expeditious" solution. "I can improve the data validation at a later date" is the usual excuse. Which is normally crowned several days later by the notorious office cri de coeur "My spreadsheet is corrupted!". Spreadsheets are indeed flexible but this attractive feature is usually source of their downfall. Data input, manipulation and presentation are performed within each cell. And when this complex mixture of functions makes contact with human error, the results can be embarrassing and/or occasionally catastrophic.

Historically, an administrator's input into system development has been limited to specifying user requirements to an IT department or external systems consultant lacking detailed industry knowledge. The gulf of skills between administrator and IT specialist was deemed immutable, viewed as wide as that between doctor and lawyer. The arrival of user-friendly PC-based database software (eg. Microsoft Access) has shattered these bureaucratic myths. Database software today is quickly bridging the gap between the administrator and the computer programmer to the extent where some database solutions require little or no programming knowledge. In fact, not only does such software allow administrators to design strategic solutions to simple data-intensive problems, in some relatively complex instances it may be MORE efficient for an experienced and knowledgeable administrator to program an application than to turn to a professional programmer. This is especially true in a cost-conscious small organisation. Provided, of course, the administrator is willing to invest time to master relational database programming.

Database programming is generally not considered to be the proper role for a fund administrator. Indeed, time spent programming is time lost servicing an extra client. This may be the case in the short-run. But who is better off in the long-run? The client serviced by the administrator who spends hours each month copying and changing formulae to handle an extra investor or a new variation on a performance methodology? Or the client serviced by the administrator-programmer who took time early on to define a comprehensive data model and only periodically updates his database application to satisfy a new reporting requirement? Spreadsheet "solutions" are often symptomatic of the lack of strategic data management in many organisations. Unfortunately fund administration is a prime culprit.

There is nothing inherently evil about using spreadsheets in fund administration. On the contrary, a spreadsheet in an excellent medium for storing and transferring raw transaction data. Moreover spreadsheets are ideal for modeling performance algorithms which can then be translated into application code. The real mistake is to treat a spreadsheet as a system, something strategic which can stand the test of time. In fact, the biggest obstacle to debunking the almighty spreadsheet is what one might call the "spreadsheet mentality" as represented by the quotations at the outset of this article. Again, spreadsheets are so easy to abuse. Getting an administrator to think in terms of data models, data relationships and data queries instead of instantaneous visual solutions is almost counter-intuitive. Yet it is the basis for creating robust data-intensive applications. Here again is where the small administrator holds the advantage over the larger players. It is much easier for a small niche-player to indoctrinate and train a small group of highly motivated staff. Larger players have greater financial resources to spend on IT but also have to confront tremendous IT inertia from both IT and non-IT staff alike whose roles are highly compartmentalised and often politicised.

There are, of course, drawbacks to an authentic database approach to fund administration. In addition to training staff to program, projects must be outlined and co-ordinated. Programming standards need to be strict and programming code must be carefully annotated. Testing of releases must be carefully controlled and painstaking. Managing this process competently, however, will result in reliable multi-user applications which will quickly outstrip the short-term benefits of a myriad of unkempt spreadsheets with dangling formulae and data. Herein lies a further advantage of the database approach. Different spreadsheets may perform similar functions but are akin to an art gallery; no common theme or overriding strategy is usually identifiable. On the other hand. database modelling and programming, if implemented properly, enforces a conformity and discipline that promote a common work language and IT outlook amongst all staff. Moreover, solid database applications enhance managerial efficiency and side-step many of the data integrity and security weaknesses of the average "friendly and flexible"spreadsheet.

Still, the spreadsheet "disease" won't be cured any time soon. Spreadsheets, for reasons good and bad, will continue to appeal to all sorts of people including the non-programmer, the impatient, the time-pressured, the PC-beginner, etc. The real question is whether spreadsheets are an efficient and reliable way for a fund administrator to discharge his duties to his clients.

It bears some thought.
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