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None of this makes sense in a Master-Feeder model, as the master fund is a partnership between the feeder funds, one US, one offshore for foreign investors The

None of this makes sense in a Master-Feeder model, as the master fund is a partnership between the feeder funds, one US, one offshore for foreign investors The general partner is not an owner they are a manager. The general partner doesnt have to be a human either it can be another entity or multiple entities all of this can be hotswapped Even in a mini-master models or single US entity model, LPs are the owners, GP is just a managing member. “ownership” in the context of this article is ambiguous, but the SEC filings would add the clarity necessary for this discussion, probably “manager” or “controlling person”

lgregg 3y ago
Where can you go to learn more about these entity / LP / LLP setups that finance orgs use?
- yieldcrv 3y ago
  be rich enough to be a limited partner, means you're rich enough to have your own specialized lawyer to review the contract (instead of "I know a guy" "my cousin" "prepaid legal" "general counsel"), rich enough to afford an MBA, rich enough to do a dry run in setting up your own hedge/vc/pe fund otherwise, I don't know exactly. but I've personally been reading wiki pages on fund structures since I was 18 and not eligible for anything, just dissecting the quiet class systems I noticed. scouring SEC documents, and validating my assumptions with hedge fund lawyers and being an LP when I could afford it later
- ameister14 3y ago
  I went to law school to do that, but without that you can start by focusing on an area of law called "business associations/corporations." There are resources online to assist law students studying for exams in that class so you can use those to get a grounding in the concepts of agency law and partnerships. From there you can start to specialize in more specific structures by examining the filings of public companies or scouring the web to figure out how a particular fund you are interested in is structured. To let you know, it is further complicated in US law by each state having different corporate rules. If you go with Delaware or New York it's probably your best bet for public, but closely held or private companies could be anywhere. As a starting place, most states adopt the Revised Uniform Partnership Act, or RUPA - that is available online through law.cornell.edu
IG_Semmelweiss 3y ago
I suppose you caveated your statement well , by starting your writeup with "master-feeder" setups. However in a vanilla fund, your description does not apply. In a vanilla fund, the GP is another partner and has "ownership" just like LPs do. Its just traditionally very insignificant. The GP is simply a special partner as outlined in the LPA. They vote etc just like other LPs in major matters. They make minor decisions for the partnership. This is why usually that means the GP is the managing member. Ive described the traditional VC fund. No need to make it more complex with a master-feeder structure. Or a secondary, etc
- d0odk 3y ago
  The gp gets carry

lgregg 3y ago

Where can you go to learn more about these entity / LP / LLP setups that finance orgs use?

yieldcrv 3y ago
be rich enough to be a limited partner, means you're rich enough to have your own specialized lawyer to review the contract (instead of "I know a guy" "my cousin" "prepaid legal" "general counsel"), rich enough to afford an MBA, rich enough to do a dry run in setting up your own hedge/vc/pe fund otherwise, I don't know exactly. but I've personally been reading wiki pages on fund structures since I was 18 and not eligible for anything, just dissecting the quiet class systems I noticed. scouring SEC documents, and validating my assumptions with hedge fund lawyers and being an LP when I could afford it later
ameister14 3y ago
I went to law school to do that, but without that you can start by focusing on an area of law called "business associations/corporations." There are resources online to assist law students studying for exams in that class so you can use those to get a grounding in the concepts of agency law and partnerships. From there you can start to specialize in more specific structures by examining the filings of public companies or scouring the web to figure out how a particular fund you are interested in is structured. To let you know, it is further complicated in US law by each state having different corporate rules. If you go with Delaware or New York it's probably your best bet for public, but closely held or private companies could be anywhere. As a starting place, most states adopt the Revised Uniform Partnership Act, or RUPA - that is available online through law.cornell.edu

IG_Semmelweiss 3y ago

I suppose you caveated your statement well , by starting your writeup with "master-feeder" setups. However in a vanilla fund, your description does not apply. In a vanilla fund, the GP is another partner and has "ownership" just like LPs do. Its just traditionally very insignificant. The GP is simply a special partner as outlined in the LPA. They vote etc just like other LPs in major matters. They make minor decisions for the partnership. This is why usually that means the GP is the managing member. Ive described the traditional VC fund. No need to make it more complex with a master-feeder structure. Or a secondary, etc

d0odk 3y ago
The gp gets carry