Investment Funds – Structure Part One

An Investment Fund is an investment vehicle that pools money from a number of investors for a number of to-be-determined investments. Since the investors are committing capital  to yet-to-be-identified investments, an Investment Fund is also known as a “blind pool.”

In a fund your investors will be committing capital to you based on your experience, track record and the investment thesis, or investment theme that your investment fund will be pursuing. For example, you state that you see opportunities in industrial properties located in primary urban markets, you don’t want to turn around and make an investment in 20,000 square foot retail strip center located in a tertiary market.

Investment Funds are typically established as Limited Partnerships, with investors coming in as Limited Partners (“LP”) (while not too frequently, I have seen Funds established as Limited Liability Companies, or LLCs). In a Limited Partnership, you, as the Sponsor of the Fund, would be the General Partner (“GP”).

The GP manages all of the activities and affairs of the Investment Fund/partnership.

Sometimes the General Partner is the Investment Manager, and sometimes the Investment Manager is a separate entity.

I’ve seen the relationship between the General Partner, Investment Manager, and the Fund set up in three ways (and I’m sure there are more).

Structure 1
The simplest, and the structure I’ve seen the most, is one where the GP and the Investment Manager are one and same, with the GP formed as an LLC.

Structure 2
The second structure is one that I’ve only seen a few times, and it’s one where the GP is formed as a Limited Partnership. An Investment Manager is formed as a separate entity, usually an LLC, and is the General Partner of the GP of the Fund.

There is a dotted line from the Investment Manager to the Fund, which represents the contractual relationship between the two, with the Investment Manager providing services to the Fund such as deal sourcing, negotiating, due diligence, closing and post-closing portfolio management.

Structure 3
The third structure is one where the GP is formed as either a Limited Partnership or an LLC. The Investment Manager is typically formed as an LLC, and again having a dotted line to the Fund for investment management services.

Finally, one of the biggest misconceptions I’ve heard from people is the funding mechanics of the Fund.

When you close on your fund, you don’t collect the investments from your investors at Closing and then deploy the proceeds into investments over time – which is what most people unfamiliar with these vehicles think. When you Close on your fund, you’re closing on “Commitments” from your investors. At Closing there will be some amount that gets drawn down to fund the first quarter of management fees, pay Fund Closing costs, which are mostly legal expenses, and finally, fund any pending investments. As you source opportunities, you will draw down, or “call” on the Limited Partner’s commitments.

As a preview of the next video, there is tremendous leverage to the General Partner’s capital with an Investment Fund. Typically the General Partner will invest 1% of the total commitments of the Fund, with the Limited Partners committing the remaining 99%. The profits, on the other hand, are allocated 80% / 20%, with 80% going to the Limited Partners and 20% to the General Partner.