18

Reading 76

Alternative Investments · Alternative Investment Features, Methods, and Structures

MODULE 76.1: ALTERNATIVE INVESTMENT STRUCTURES

LOS 76.a

Describe features and categories of alternative investments.

Alternative investments include various types of investments that fall outside the scope of traditional investments — long-only positions in cash or publicly traded stocks and bonds. Common structures include hedge funds, private equity funds, and real estate vehicles, and they typically are actively managed and may include exposure to commodities, infrastructure, and illiquid securities.

The perceived benefits of including alternatives in a portfolio are:

  • Risk reduction via diversification — historically low correlations with traditional assets.
  • Higher potential returns — from illiquidity premia and from less-efficient markets for some alternative assets.

Compared with traditional investments, alternatives typically exhibit:

  • More specialized manager knowledge required.
  • Relatively low correlations with traditional asset returns.
  • Less liquid assets held.
  • Longer investor time horizons.
  • Larger capital commitments from investors.

As a consequence, alternative investments display these characteristics:

  • Structures that facilitate direct investment by managers (alignment of interests).
  • Information asymmetry between managers and investors, addressed via incentive-based fee structures.
  • Difficulty appraising performance — historical returns and volatility data are problematic and less available.
教授提醒
Although correlations between alternatives and traditional assets are low on average, they can spike during periods of economic stress, undermining the diversification benefit precisely when it is most needed.
中文翻譯

另類投資泛指不屬於「傳統投資」(即僅作多現金、上市股票與債券)的各類投資,常見結構包括避險基金、私募股權基金與不動產投資工具;通常採主動管理,可能涵蓋商品、基礎建設及流動性較低的證券。

納入另類投資的好處:①藉由與傳統資產的低相關性達到分散風險;②可能因流動性溢酬與市場效率較低而獲得較高報酬。

與傳統投資相比的特性:需要管理人具備較專業知識、與傳統資產相關性低、流動性差、投資期間較長、所需資金承諾規模較大。

由此衍生的特徵:結構鼓勵管理人共同出資(利益對齊);管理人與投資人間存在資訊不對稱(以績效獎金緩解);績效難以評估(歷史報酬與波動度資料不充分)。

教授提醒:另類資產與傳統資產的相關性平均雖低,但在經濟壓力期會明顯上升,使分散效果在最需要時失靈。

Alternative investments may be classified into three broad categories: private capital, real assets, and hedge funds.

Figure 76.1: Categories of Alternative Investments
CategorySub-typesNotes
Private Capital Private equity (LBO, venture capital); Private debt (direct lending, venture debt, distressed debt) LBO funds dominate private equity AUM; targets are typically mature firms. VC targets early-stage firms.
Real Assets Real estate; Infrastructure (economic & social); Natural resources (commodities, farmland, timberland); Other (collectibles, intangibles, digital assets) Held via direct ownership, debt, partnerships, or pooled securities. Infrastructure often via public-private partnerships.
Hedge Funds Long/short equity, global macro, event-driven, relative value, etc. May use leverage, derivatives, illiquid assets, and short positions. Open only to qualified investors. Do not necessarily hedge risk.

Private capital — details:

  • Private equity (PE) invests in equity of non-public firms, or takes public firms private. Leveraged buyout (LBO) funds — most of PE — use debt to buy mature companies. Venture capital (VC) funds back young, unproven firms in start-up or early life-cycle stages.
  • Private debt includes direct lending to companies, venture debt for early-stage firms, and distressed debt in firms struggling with payments or in bankruptcy.

Real assets — details:

  • Real estate: residential / commercial properties and real-estate-backed debt; held directly, via leveraged ownership, individual mortgages, pooled public/private securities, or limited partnerships.
  • Natural resources: commodities (physical, derivatives, equity of producers, or index-tracking futures), farmland (lease income or harvest sales), and timberland (harvest cash flows).
  • Infrastructure: long-lived assets providing public services — economic (roads, airports, utility grids) and social (schools, hospitals). Often financed via public-private partnerships; the asset may revert to public ownership at a future date.
  • Other real assets: collectibles (art), intangibles (patents), and digital assets (cryptocurrencies).

Hedge funds are investment companies typically open only to qualified investors. They may use leverage, hold long and short positions, employ derivatives, and invest in illiquid assets. Despite the name, they do not necessarily hedge risk.

中文翻譯

另類投資可分為三大類:私募資本(Private Capital)實質資產(Real Assets)避險基金(Hedge Funds)

  • 私募股權(PE):投資未上市公司股權,或將上市公司私有化。槓桿收購(LBO)佔PE主流,以借款收購成熟公司;創投(VC)投資新創與早期公司。
  • 私募債務:包含直接放款、創投債、不良債權(陷入財務困境或破產的公司債務)。
  • 不動產:住宅/商用物業及不動產擔保債權,可透過直接持有、槓桿持有、個別抵押貸款、公開/私募證券或有限合夥持有。
  • 天然資源:商品(實物、衍生性商品、生產者股權、追蹤指數的期貨)、農地(出租或耕種收入)、林地(伐木現金流)。
  • 基礎建設:長壽命公共服務資產,如經濟性(公路、機場、電網)與社會性(學校、醫院);常採公私合營(PPP),未來可能歸還政府。
  • 其他實質資產:收藏品(藝術)、無形資產(專利)、數位資產(加密貨幣)。
  • 避險基金:限合格投資人;可動用槓桿、多空操作、衍生品與流動性差的資產。名稱雖叫「避險」,實際上不一定真的對沖風險。
LOS 76.b

Compare direct investment, co-investment, and fund investment methods for alternative investments.

Fund investing — investors pool capital with others, and a fund manager selects and manages assets according to an agreed-upon strategy. Investors do not control asset selection, management, or sale. The manager typically receives a management fee (a % of investable funds) plus an incentive fee (a % of investment gains). A fund's term sheet describes its investment policy, fee structure, and participation requirements.

Compared with traditional-asset funds, alternative-investment funds typically require larger capital commitments, longer lock-up periods, provide less information on holdings and returns, and charge higher management fees.

Co-investing — investors contribute to a fund (as in fund investing) and have the right to invest directly alongside the manager in some of the same assets. Versus pure fund investing, co-investing can:

  • Reduce overall fees paid by the investor.
  • Still benefit from the manager's deal expertise.
  • Build investor skills and experience for eventual direct investing.
  • For the manager, increase available capital and broaden diversification.

Direct investing — the investor purchases assets independently, with no pooled vehicle or outside specialist manager. Typical of large, sophisticated investors (e.g., a sovereign wealth fund with in-house specialists buying real estate, farmland, or VC-stage companies).

Figure 76.2: Direct Investing — Trade-offs
AdvantagesDisadvantages
No fees paid to outside managers Less diversification across investments
Greater control over investment choices Higher minimum investment amounts
Direct due-diligence insight Greater investor expertise required for evaluation and due diligence
中文翻譯

三種投資方式比較:

  • 基金投資(Fund investing):與他人共同集資,由基金經理人選擇並管理投資組合。投資人不參與資產決策;經理人收取管理費(資產%)與績效獎金(獲利%)。基金的條款書(term sheet)載明投資政策、收費結構及參與要件。
  • 共同投資(Co-investing):除了參與基金外,並擁有與經理人「直接共同」投入特定資產的權利。優點:①整體費用較低;②仍能借助經理人專業;③累積投資人自行投資的能力;對經理人而言可擴大資金池與分散度。
  • 直接投資(Direct investing):投資人自行購買資產,不透過共同基金或外部專家。常見於大型且具專業能力之機構(如主權財富基金)。優點:免外部費用、控制度高;缺點:分散度較低、最低門檻高、需要更高專業度。

另類投資基金相較於傳統基金:要求更高資金承諾、鎖定期較長、資訊揭露較少、管理費較高。

LOS 76.c

Describe investment ownership and compensation structures commonly used in alternative investments.

Alternative investments are often structured as limited partnerships:

  • The general partner (GP) is the fund manager and makes all investment decisions. The GP takes on the partnership liabilities, including repayment of partnership debt.
  • The limited partners (LPs) are the investors. They own partnership shares proportional to their commitments, typically have no say in management, and have no liability beyond their investment.
  • Partnerships typically set a maximum number of LPs.

LPs commit to an investment amount; in some cases they contribute only a portion initially and provide the remainder over time as the GP calls capital. General partnerships are less regulated than publicly traded companies, and LP shares are typically only available to accredited investors (those with sufficient wealth and sophistication).

Operational details are governed by the limited partnership agreement. Special terms applying to a particular LP appear in side letters. Examples:

  • Excusal right — an LP may withhold a capital contribution that the GP would otherwise require.
  • Most-favored-nation (MFN) clause — special terms granted to other LPs must also be offered to this LP.

While most alternative limited-partnership holdings are illiquid, a fund may be structured as a master limited partnership (MLP), which can be publicly traded. MLPs are most common in funds specializing in natural resources or real estate.

Fee Structures

Total fees typically consist of a management fee (often 1%–2% of assets) plus a performance / incentive fee (sometimes called carried interest).

Figure 76.3: Management Fee Base by Fund Type
Fund typeManagement fee baseRationale
Hedge funds % of AUM (typically NAV of investments) Assets are liquid and continuously valued.
Private capital funds % of committed capital (not invested capital) Otherwise the GP would be incentivized to invest quickly rather than selectively.

Committed capital is typically drawn down over three to five years at the GP's discretion as deals are identified. Committed but un-drawn capital is called dry powder.

教授提醒
Memorize the fee-base distinction for the exam: hedge funds = AUM; private equity = committed capital. The CFA exam frequently tests this exact contrast.

Performance fees (a portion of profits) are usually paid only after a hurdle rate (a.k.a. preferred return) is met or exceeded. Two flavors:

  • Soft hurdle — once met, the performance fee is computed on the entire increase in value.
  • Hard hurdle — the performance fee is computed only on gains above the hurdle.
Example: Hard vs. Soft Hurdle

Fund return for the year: 12%; hurdle rate: 8%; performance fee: 20% of qualifying gains.

  • Soft hurdle: $0.20 \times 12\% = 2.4\%$ performance fee.
  • Hard hurdle: $0.20 \times (12\% - 8\%) = 0.8\%$ performance fee.

Performance fees are typically paid at year-end based on the increase in fund value after management fees and other charges (e.g., consulting and monitoring fees billed to portfolio companies).

A catch-up clause works similarly to a soft hurdle. With a hurdle of 8%, a 20% performance fee, and an annual return of 14%: the first 8% goes to the LPs, the next 2% goes to the GP (so the GP "catches up" to receiving 20% of the first 10% of gains), and additional gains are split 80/20 LP/GP.

A high-water mark means no performance fee is paid on gains that merely offset prior losses. Performance fees are charged only when the current value exceeds the highest net-of-fees value previously recorded (at the end of a payment period). Because investors enter a fund at different times, each may have a different high-water mark.

Waterfall & Clawback

A partnership's waterfall describes how proceeds from realized deals are allocated between the GP and LPs.

Figure 76.4: Deal-by-Deal vs. Whole-of-Fund Waterfall
FeatureDeal-by-Deal (American)Whole-of-Fund (European)
Timing of GP performance fee Paid as each investment is sold Paid only after LPs receive 100% of capital + hurdle
Favors GP LPs
Risk to LPs GP may collect fees on early winners while later deals lose money Lower — full capital + preferred return returned first

A clawback provision stipulates that if the GP has accrued or received incentive payments on gains that are subsequently reversed as the partnership exits later deals, the LPs can recover those previously paid (excess) incentive fees. This is especially important under a deal-by-deal waterfall.

教授提醒
With a deal-by-deal (American) waterfall plus a clawback, the cumulative performance fee paid will end up the same as under a whole-of-fund (European) waterfall — only the timing of cash flows differs across these two structures (assuming subsequent losses are clawed back fully).
中文翻譯

有限合夥(Limited Partnership)結構:普通合夥人(GP)即基金經理人、負責全部投資決策並承擔合夥債務;有限合夥人(LP)為投資人,按出資比例持有份額,原則上無管理權、責任以出資為限。合夥契約限制LP人數,LP多採「先承諾、後分次撥款」模式。LP份額限合格投資人。

合夥契約與附函(side letter):個別LP可有專屬條款,例如豁免出資權(excusal right)最惠國條款(MFN)。多數LP份額不流通,但主有限合夥(MLP)可公開交易,常見於天然資源與不動產基金。

費用結構:包含管理費(通常1–2%)與績效獎金(carried interest)。

  • 避險基金:管理費以AUM(資產淨值)計。
  • 私募資本:管理費以承諾資金(committed capital)計,避免GP為了快速收費而草率投資。承諾但未動用部分稱dry powder,撥款期通常3–5年。

門檻報酬率(hurdle rate):

  • 軟門檻(soft):達標後績效獎金按「整體報酬」計算。
  • 硬門檻(hard):績效獎金僅就「超過門檻部分」計算。

例:報酬12%、門檻8%、績效獎金20%。軟門檻 → 0.20×12%=2.4%;硬門檻 → 0.20×(12%-8%)=0.8%

追補條款(catch-up):類似軟門檻;前8%歸LP、接下來2%歸GP「追補」,使GP拿到前10%獲利的20%,之後80/20分配。

高水位線(high-water mark):績效獎金不對「僅彌補先前虧損」的獲利收費,避免重複收費。每位投資人因進場時點不同,高水位線可能不同。

瀑布分配(waterfall):

  • 逐筆分配(American):每筆獲利結案即分配,對GP有利;可能先賺先抽獎金、後虧由LP承擔。
  • 整體分配(European):LP先收回100%本金與門檻報酬後,GP才能拿績效獎金,對LP有利。

追回條款(clawback):若先前已付給GP的績效獎金,因之後虧損反轉,LP可追回多收部分。American + clawback 在虧損可完全追回的前提下,最終總獎金等於 European,僅現金流時點不同。

📝 Module Quiz 76.1
1. Compared with alternative investments, traditional investments tend to:
  • A. be less liquid.
  • B. have lower fees.
  • C. require more specialized knowledge.
B — Traditional investments typically have lower fees, require less specialized knowledge by investment managers, and are more liquid than alternative investments. (LOS 76.a)
2. An investor who wants to gain exposure to alternative investments but does not have the in-house expertise to perform due diligence on individual deals is most likely to engage in:
  • A. co-investing.
  • B. fund investing.
  • C. direct investing.
B — With fund investing, due diligence on the fund's portfolio investments is the responsibility of the fund manager rather than the fund investors. Direct investing and co-investing both require greater due diligence by the investor on individual deals. (LOS 76.b)
3. Management fees for a private capital fund are determined as a percentage of:
  • A. invested capital.
  • B. committed capital.
  • C. assets under management.
B — For a private capital fund, management fees are a percentage of committed capital rather than invested capital. For a hedge fund, management fees are a percentage of assets under management. (LOS 76.c)
4. For an investor in a private equity fund, the least advantageous of the following limited partnership terms is a(n):
  • A. clawback provision.
  • B. European-style waterfall provision.
  • C. American-style waterfall provision.
C — An American-style waterfall has a deal-by-deal calculation of incentive fees to the GP. A successful deal where incentive fees are paid, followed by the sale of a holding with losses in the same year, can result in incentive fees greater than under a European-style (whole-of-fund) waterfall. A clawback provision benefits LPs by allowing them to recover performance fees paid earlier if the fund realizes losses later — coupled with an American-style waterfall, the overall performance fees end up the same as a European-style waterfall when transactions occur in subsequent years. (LOS 76.c)
Key Concepts — Reading 76
LOS 76.a

Alternative investments are those outside traditional long-only cash, stock, and bond holdings. Categories: hedge funds, private capital (private equity and private debt), and real assets (real estate, natural resources, infrastructure). They have relatively low correlations with traditional asset returns, require more specialized manager knowledge, are less liquid, and suit investors with long horizons and large capital commitments.

LOS 76.b

Fund investing — pool capital with others under a fund manager who selects and manages investments per an agreed strategy. Co-investing — fund investing plus the right to invest additional capital directly alongside the manager. Direct investing — purchasing assets independently, with no pooled vehicle and no outside specialist manager.

LOS 76.c

Many alternative funds are limited partnerships: GP = manager, LPs = investors. They are less regulated than public companies and limited to accredited investors. LPs often commit capital up front and contribute over time as called by the GP.

Fees usually combine a management fee and a performance fee. Hedge fund management fees are a % of AUM; private capital management fees are a % of committed capital (not invested capital).

Performance fees usually require a hurdle rate: a soft hurdle applies the fee to the entire gain once the hurdle is met; a hard hurdle applies it only to gains above the hurdle. A high-water mark ensures no performance fee is paid on gains that merely offset prior losses.

Waterfalls: a deal-by-deal (American) waterfall pays the GP as each investment is sold; a whole-of-fund (European) waterfall pays the GP only after LPs receive 100% of capital plus the hurdle. A clawback lets LPs recover excess incentive fees if subsequent losses reverse earlier gains.

中文翻譯 — 重點整理

【LOS 76.a】另類投資不屬於傳統的現金/股票/債券作多。三大類:避險基金、私募資本(PE+私募債)、實質資產(不動產、天然資源、基礎建設)。特性:與傳統資產相關性低、需要專業經理人、流動性差、適合長期投資且能承諾大額資金的投資人。

【LOS 76.b】基金投資(fund investing)= 與他人共同集資由經理人代為操作;共同投資(co-investing)= 基金投資 + 與經理人並肩直接投資的權利;直接投資(direct investing)= 投資人自行購買資產、不透過外部基金或經理人。

【LOS 76.c】另類投資多採有限合夥:GP=管理人、LP=投資人;監管較鬆,限合格投資人。管理費:避險基金按AUM,私募資本按承諾資金。績效費通常設門檻:軟門檻按全部報酬計、硬門檻僅按超門檻部分計;高水位線避免重複收費。瀑布分配:American(逐筆,對GP有利)vs European(整體,對LP有利);clawback讓LP追回先前已付的多餘獎金。

0% 0:00 / 0:00
0%