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    Alternative Investment Features, Methods, and Structures

    1 / 26

    Alternative investments

    In the next few minutes:

    1. What makes an investment "alternative", and the three categories
    2. Three ways to invest: fund investing, co-investing and direct investing
    3. How a limited partnership is owned, and how its manager is paid

    Traditional versus alternative

    Traditional investments are long-only positions in cash and publicly traded stocks and bonds.

    Anything outside that is an alternative investment: hedge funds, private equity, real estate, commodities, infrastructure and other, often illiquid, assets. Alternatives are usually actively managed.

    Investors add them for two reasons:

    • Diversification: their returns have low correlations with traditional investments.
    • Higher returns: possible from holding illiquid assets and from markets that may be less efficient.

    Five typical features

    Compared with traditional investments, alternatives usually involve:

    1. More specialized knowledge required of managers
    2. Low correlations with traditional returns, on average
    3. Less liquidity of the assets held
    4. Longer time horizons for investors
    5. Larger investment commitments

    One warning: the low correlations can rise sharply in periods of economic stress, just when diversification is needed most.

    What those features lead to

    The features above shape how alternatives are run:

    • Structures that let managers invest directly in the assets.
    • Information asymmetry: the manager knows far more than the investor. Funds usually address this with incentive-based fees, so the manager gains only when investors do.
    • Performance is hard to appraise: historical return and volatility data are scarcer and less reliable.

    Three categories

    CategoryWhat it includes
    Private capitalPrivate equity (leveraged buyout funds, venture capital) and private debt (direct lending, venture debt, distressed debt)
    Real assetsReal estate, infrastructure, natural resources (commodities, farmland, timberland) and others such as collectibles, patents and digital assets
    Hedge fundsPooled funds for qualified investors that may use leverage, short positions, derivatives and illiquid assets

    A leveraged buyout (LBO) fund uses borrowed money to buy established companies; LBO funds are most of private equity. Venture capital funds back young, unproven companies. Hedge funds don't necessarily hedge.

    Infrastructure and natural resources

    Infrastructure is long-lived assets that provide public services:

    • Economic infrastructure: roads, airports, utility grids
    • Social infrastructure: schools, hospitals

    Governments often build it, but public-private partnerships are increasingly common, and the asset may revert to public ownership later.

    Natural resources cover commodities (held physically, through futures or through producers' shares), farmland (leasing or harvest income) and timberland (income from harvesting trees).

    Check yourself

    Compared with alternative investments, traditional investments tend to:

    Fund investing

    In fund investing, you pool money with other investors and a fund manager selects and manages the investments under an agreed strategy.

    • You don't choose, manage or sell the assets yourself.
    • The manager is paid a management fee (a percentage of the money in the fund) and an incentive fee (a percentage of the gains).
    • The fund's term sheet sets out its investment policy, fees and investor requirements.

    Compared with traditional funds, alternative funds need larger, longer commitments, disclose less and charge more.

    Co-investing and direct investing

    FeesLower overall than fund investing
    ControlSome: chooses which co-investments to take
    ExpertiseMust evaluate individual deals

    Invest in the fund and also have the right to invest directly alongside the manager in some of its deals. Builds skills for direct investing. For the manager, it adds capital and widens diversification.

    Check yourself

    A pension fund wants alternatives exposure but has no in-house team to do due diligence on individual deals. It is most likely to use:

    The limited partnership

    Most alternative funds are limited partnerships:

    • The general partner (GP) is the fund manager. It makes all investment decisions and takes on the partnership's liabilities, including its debt.
    • The limited partners (LPs) are the investors. They own shares in proportion to their investment, have no say in management and can't lose more than they put in.

    LPs commit an amount but may pay in only part of it at first. The GP calls the rest as it finds investments.

    The partnership's documents

    • Limited partnership agreement: the rules and operating details of the fund.
    • Side letter: special terms for one LP. Example: an excusal right to withhold a capital contribution the GP would otherwise require.
    • Most-favored-nation clause: a side-letter term giving an LP any special terms offered to other LPs.

    LP shares are usually sold only to accredited investors, who can bear the risk and understand it. A master limited partnership (MLP) is publicly traded, common in natural resources and real estate.

    The management fee

    The management fee, typically 1% to 2% a year, is earned whatever the performance.

    • Hedge funds: a percentage of assets under management (AUM), usually the fund's net asset value.
    • Private equity: a percentage of committed capital, not invested capital.

    Committed capital is drawn down over 3 to 5 years, at the GP's discretion. Capital not yet drawn down is dry powder.

    Why committed capital? Otherwise the GP would profit from investing quickly instead of selectively.

    Management fee: worked example

    Our running example: a private equity fund with USD 100 million of committed capital and a 2% management fee. In year 1 the GP draws down USD 40 million.

    ItemUSD million
    Committed capital100
    Drawn down (invested)40
    Dry powder: 100 − 4060
    Management fee: 2% × 1002.0
    Not 2% × 400.8

    The fee is 2.0, because it's based on committed capital.

    Incentive fees and hurdles

    The performance fee (or incentive fee, sometimes called carried interest) is a share of the profits, often 20%.

    It's usually paid only once a hurdle rate (or preferred return) is met. There are two kinds:

    • Soft hurdle: once it's met, the fee is charged on the whole gain.
    • Hard hurdle: the fee is charged only on the gain above the hurdle.

    Below the hurdle, neither pays a fee.

    Soft versus hard: worked example

    The fund earns 12% in a year. The hurdle rate is 8% and the performance fee is 20%. To keep it clean, ignore the management fee.

    Hurdle met?Yes: 12% > 8%
    Fee baseAll 12%
    Fee: 20% × 12%2.4%
    On USD 100 millionUSD 2.4 million

    Once the hurdle is cleared, the GP earns its share of the entire gain.

    The catch-up clause

    A catch-up clause works like a soft hurdle. LPs take all gains up to the hurdle. The GP then takes all the next gains until it has 20% of everything so far. After that, gains split 80/20.

    Gain of 14% on USD 100 million, 8% hurdle, 20% fee:

    Slice of gainTo LPsTo GP
    First 8 (up to hurdle)8.00.0
    Next 2 (catch-up)0.02.0
    Last 4 (split 80/20)3.20.8
    Total 1411.22.8

    USD million. The GP's 2.8 is exactly 20% of 14.

    Check yourself

    A fund returns 10%. The hurdle rate is 6% and the performance fee is 20% with a hard hurdle. The performance fee is:

    The high-water mark

    A high-water mark means no performance fee is paid on gains that only make up for earlier losses. The fee applies only to value above the highest net-of-fees value recorded at the end of a fee period.

    So investors never pay twice for the same gain. Investors who joined at different times can have different high-water marks.

    High-water mark: worked example

    A hedge fund starts at USD 100 million and charges a 20% performance fee with no hurdle. Ignore the management fee.

    YearValue before feeFee baseFeeValue after fee
    1120120 − 100 = 204.0116.0
    2100Below 116: none0.0100.0
    3125125 − 116 = 91.8123.2

    USD million. After year 1 the high-water mark is 116. Without it, year 3's fee would be 20% × (125 − 100) = 5.0.

    Waterfalls

    A waterfall sets how payments are shared between the GP and the LPs as deals are sold.

    • Deal-by-deal (American) waterfall: profits are distributed as each investment is sold. The GP can collect performance fees before LPs get back all their capital plus the hurdle. It favours the GP.
    • Whole-of-fund (European) waterfall: LPs receive all distributions until they've had 100% of their capital plus the hurdle, usually after all investments are sold. It favours the LPs.

    Waterfall: worked example

    LPs put USD 50 million into each of two deals. Deal A sells for 70 (a 20 gain), then deal B sells for 40 (a 10 loss). Fee: 20%, no hurdle.

    StepAmericanEuropean
    Fee on deal A: 20% × 204.0Not yet
    Fee on deal B (loss)0.0Not yet
    Fee on whole fund: 20% × (20 − 10)n/a2.0
    Total fee to GP4.02.0

    USD million. The American GP was paid on deal A's gain before deal B's loss was known.

    The clawback provision

    A clawback provision lets LPs recover performance fees paid on gains that later reverse as the fund exits deals.

    In the waterfall example, the American GP received 4.0, but the whole fund only earned 10, which supports a fee of 2.0. A clawback lets the LPs recover the 2.0 excess.

    So a deal-by-deal waterfall with a clawback can end with the same total fee as a whole-of-fund waterfall.

    Check yourself

    For a limited partner in a private equity fund, which term is least advantageous?

    Remember this

    TermWhat to remember
    Management feeHedge fund: % of AUM. Private equity: % of committed capital
    Soft hurdleOnce met, fee on the whole gain
    Hard hurdleFee only on the gain above the hurdle
    Catch-upGP takes the next gains until it has its full share
    High-water markNo fee on gains that only recover losses
    American waterfallDeal by deal; favours the GP
    European waterfallWhole fund; favours the LPs
    ClawbackLPs recover fees on gains later reversed

    That's the reading.

    Now test it on exam-style questions while it's fresh.