# Feeder fund: access to a fund through an intermediate structure > Master-feeder and feeder platforms: how the intermediate structure works, two tiers of fees, tax transparency, and risks. Author: Алёна Дунаева — юрист, Family Office (https://wiki.private.law/authors/dunaeva) Last modified: 2026-07-21T09:28:00.000Z Canonical: https://wiki.private.law/en/feeder-fund Topics: structures Jurisdictions: global Functional tags: fund-vehicle Product tags: investment, fund-vehicle, spv Semantic tags: fund-vehicle, investment, spv --- ## Concept A feeder fund is an intermediate investment vehicle that aggregates capital from multiple investors and enters a target fund (the master fund) as a single LP with a unified tranche. The investor legally owns a share in the feeder, while the feeder owns a share in the master fund. This is the classic master-feeder structure, long used by hedge funds and private equity funds. The purpose of the structure is to remove the minimum ticket barrier. An institutional fund (KKR, EQT, Sequoia) accepts commitments from $5–10 million; the feeder aggregates, for example, fifty subscriptions of $100,000 and enters as a single investor with $5 million. > 🍓 A feeder solves the problem of access and aggregation: the economics of the investment are set by the master fund, while the feeder adds administration, fees and its own legal perimeter. It has no strategy of its own. ## Where it's found > 🔗 **Related** > [Moonfare](https://wiki.private.law/en/moonfare) · [iCapital](https://wiki.private.law/en/icapital) · [SPV](https://wiki.private.law/en/spv) Master-feeder structures are used by private-markets access platforms (Moonfare, iCapital); by private banks that package a fund for their clients; and by organizers of club co-investments — a close but not identical mechanism that runs a syndicate through an SPV into a single deal. ## Structure and participants A feeder is usually a partnership (LP) or a tax-opaque company in a neutral jurisdiction: Luxembourg SCSp, Cayman, Delaware. It is managed by the organizer's management company or AIFM; the master fund remains a separate LP/GP partnership. The ownership chain: investor → feeder (an LP of the master fund) → master fund → portfolio assets. | Parameter | Direct LP in fund | Through feeder | | --- | --- | --- | | Minimum ticket | $5–10 million | from €25–100k | | Relationship with GP | Direct | Indirect, aggregated | | Voting rights / LPAC | Typically yes | Usually no | | Fees | Fund only (2-and-20) | Fund + feeder layer | | Reporting | Directly from GP | Through feeder organizer | ## Master-feeder: the full structure The classic hedge-fund architecture solves a problem wider than the minimum ticket: pooling investors with incompatible tax regimes into a single portfolio. The canonical triangle looks like this — a Delaware LP as the onshore feeder for US taxable investors; a Cayman company as the offshore feeder for non-US investors and US tax-exempt investors (pension funds, endowments); and a master fund in the Cayman Islands, into which both feeders channel all the capital. Trading, positions, the prime broker and the track record all live at the master level — the feeders hold only its shares. Consolidation delivers scale: one prime broker and one set of ISDA documentation, netting of positions, a shared track record and a single audit instead of three. The manager runs the book once, and the differences between investor types stay at the feeder level. Each pocket has its own logic. US taxable investors need partnership transparency: income passes through on a K-1 and is taxed at the investor level, whereas holding an offshore company would expose them to the PFIC regime. Tax-exempt investors choose a corporate feeder — a blocker: a partnership would pass through UBTI generated by leverage, whereas a corporation absorbs it at its own level. For non-US investors, a corporate feeder removes the obligation to file US returns and the exposure to US estate tax. Two instruments close the tax mechanics. The master, set up as a Cayman company, makes a check-the-box election and, for US tax purposes, becomes a partnership — profit flows transparently into the feeders. The safe harbour under §864(b)(2) IRC then lets the offshore master trade US securities for its own account without creating a US "trade or business." The Cayman Islands add the regulatory frame: a master with at least one regulated feeder itself registers with [CIMA](https://www.cima.ky/investment-funds-faqs) under the Mutual Funds Act. > 💡 The performance fee is charged at the feeder level, and investors come in on different dates — so it is equalized: either a series of shares or equalization shares. For the investor this is the administrator's invisible bookkeeping, and it is precisely where errors most often surface when the NAV is recomputed. ### European version: UCITS and AIFMD In the EU, master-feeder is codified as a separate regulatory regime. A feeder UCITS must hold at least 85% of its assets in a single master UCITS (Article 58 of [Directive 2009/65/EC](https://eur-lex.europa.eu/eli/dir/2009/65/oj)); the remaining 15% is liquidity and hedging derivatives. AIFMD defines a feeder AIF through the same 85% threshold in a single master AIF. The typical wrappers are the Luxembourg SCSp/RAIF and the Irish ICAV. > 🧭 Variations on the structure: parallel funds — several funds trade side by side along one strategy without a shared master (the standard in private equity); mini-master — US investors sit directly in the master partnership while an offshore feeder serves the rest; multi-feeder — separate feeders for currencies, ERISA money or distribution channels. ## Economics and fees > 🔗 **Related** > [Capital calls in a fund](https://wiki.private.law/en/capital-calls) The investor bears a double load: the fund's own fees and carry plus the feeder's charge — a one-off setup and/or an annual management fee to the organizer. Capital calls follow the master fund's schedule, and the feeder passes them through to investors (see Capital calls in a fund). ## What to check - The feeder's jurisdiction and its tax transparency for the investor. - The completeness of rights: voting, LPAC access, information rights — or only reporting. - The total fee burden: fund plus feeder. - Who the feeder's administrator and custodian are, and what happens on its insolvency. - Liquidity: the secondary market for feeder shares is usually limited or non-existent. > 🍓 A feeder fund opens access to funds closed by ticket size, at the cost of a second tier of fees and indirect LP rights. Before subscribing, three things are worth establishing: who organizes the feeder, in which jurisdiction it is set up, and what rights and costs fall to the investor. --- ## Sources - [Directive 2009/65/EC](https://eur-lex.europa.eu/eli/dir/2009/65/oj) - [CIMA](https://www.cima.ky/investment-funds-faqs) --- ## Factual claims - A feeder is usually a partnership (LP) or a tax-opaque company in a neutral jurisdiction: Luxembourg SCSp, Cayman, Delaware.