Master-Feeder Structure

A Master-Feeder Structure is a fund architecture consisting of a single master fund that holds all investments and makes all portfolio decisions, fed by two or more feeder funds that aggregate capital from different categories of investors. The standard configuration includes a domestic feeder (Delaware LP for U.S. taxable investors), an offshore feeder (Cayman Islands LP for non-U.S. investors and U.S. tax-exempt investors), and sometimes additional specialized feeders. Each feeder has its own LPA, subscription process, and potentially tailored terms, but all feeders invest exclusively through the master fund on a pro-rata basis. The master-feeder structure creates a single portfolio with unified investment management while providing tax and regulatory optimization for each investor category. The structure adds legal and administrative complexity—each entity requires its own formation documents, tax filings, and compliance—but is essential for funds seeking a global and diverse LP base. Costs are typically allocated across entities based on NAV or commitment percentages.