Hedge Fund Documentation - Current Issues
and Industry Standards
Martin Cornish, Partner, K&L Gates London
Terry Minkey, Managing Director, HSBC Prime Services
Philip Morgan, Partner, K&L Gates London
13 September 2011
Copyright © 2010 by K&L Gates LLP. All rights reserved.
Hedge Fund Documentation - Current Issues
and Industry Standards
• Lessons from 2008/9 for single managers and fund of funds
• Prime broker documentation and custody structures
• Investor Requirements/Concerns
• Side Pockets v Closed End Funds and partnership v corporate
structures for Illiquid Investments
• Third party distributor documentation - who is liable for mis-selling?
2
Hedge Fund Documentation - Current Issues
and Industry Standards
• AIFMD - future impact on EU and non-EU funds and managers and
fund and other documentation
• UK Hedge Funds Standards Board Rules - setting de facto industry
standards for non-signatories?"
3
Lessons from 2008/9 for single managers and
fund of funds
Corporate Governance – Weavering Macro Fixed Income Fund
•
Clear case of failure to carry out duties
•
Directors liable for $111m losses
•
Failure to oversee service providers or make enquiries regarding
financial position resulting in breach of investment restrictions,
inflation of returns and undisclosed exposure to related entity
counterparty
•
Directors “consciously [chose] not to perform their duties…….. in
any meaningful way…….”
•
Failed to exercise independent judgement, reasonable skill, care
and diligence and found guilty of wilful neglect or default and so not
entitled to be indemnified by the Fund
4
Lessons from 2008/9 for single managers and
fund of funds
Corporate Governance – Weavering Macro Fixed Income Fund
• Willful neglect or default
– Knowing and intentional breach of duty
– Acting recklessly, not caring whether or not the act or omission
is a breach of duty
(Re: City Equitable Fire Insurance)
• Court found directors must undertake a verification exercise and
review contracts and satisfy themselves each is appropriate and
consistent with industry practice
• Directors cannot rely on lawyers/accountants/other service providers
to do this for them
5
Lessons from 2008/9 for single managers and
fund of funds
Corporate Governance – Weavering Macro Fixed Income Fund
• Duty to keep board minutes and record discussions
• Duty to make enquiries of administrator, auditor and other service
providers
• Enhanced obligations following Lehman collapse
6
Lessons from 2008/9 for single managers and
fund of funds
Can Fund meet its redemption obligations?
• How liquid is the investment strategy?
• Can redemption obligations be met – daily, monthly, quarterly,
annually?
• Even if 50%/75%/100% of investors redeem at once?
• How much notice does the manager really need to go to cash –
same day |1 day | 7 days | 30 days | 90 days?
• Are all investments in truly deep, liquid, tradable markets – history
of dislocation; local settlement systems; exchange controls; foreign
currency conversion etc.?
7
Lessons from 2008/9 for single managers and
fund of funds
Gating and other provisions
• ‘Gates’ limit the number of investors who can redeem on any
redemption day – irrespective of ability to calculate NAV
• Gates imply some level of illiquidity/time needed to go to cash
• Usually by reference to % of NAV by value – say 20% or more of
NAV on any dealing day
• Pro rating of excess applications by value
• Outstanding requests usually automatically rolled over – but this
can lead to ‘panic’ requests by other investors and an avalanche to
‘join the queue’
8
Lessons from 2008/9 for single managers and
fund of funds
Suspension of calculation of NAV and subscription and
redemption provisions
• Assumes serious problems with the Fund portfolio
• Triggers need to be considered carefully
• ‘Standard’ provisions cover:
- closure of markets on which a substantial portion of Fund’s assets
are traded
- disposals of a material percentage of the Master Fund’s
investments cannot be effected normally for some reason
9
Lessons from 2008/9 for single managers and
fund of funds
Suspension of calculation of NAV and subscription and
redemption provisions
– breakdown in the means of communication normally employed in
determining the price or value of Fund’s investments
– transfer of funds involved in the realisation or acquisition of
investments or payments due on redemption cannot in the opinion
of the Directors be effected at normal rates of exchange
10
Lessons from 2008/9 for single managers and
fund of funds
Suspension of calculation of NAV and subscription and
redemption provisions
•
‘Standard’ provisions do not usually define what is meant by
“substantial” or “material” – can cause difficulties
•
Argument for giving Directors wide discretion – e.g. to cover
unforeseen events like new short selling rules, imposition of
exchange ‘limit up and down’ rules etc.
•
Best practice is to keep very broad in Articles and narrow down in
PPM as examples only of when powers may actually be used
11
Lessons from 2008/9 for single managers and
fund of funds
Suspension of calculation of NAV and subscription and
redemption provisions
• Should allow separate suspension of individual share classes; and
subscriptions vs redemptions vs NAV
• May not be clear whether provisions cover inability to value/deal
with individual assets
• But even if an immaterial or non-substantial portion of assets
cannot be valued, can Fund actually calculate an NAV?
• Solution may be to introduce “Designated Investments” or “Side
Pockets”
• Consider redemptions in kind/provisions allowing hold back of part
of redemption monies if doubt about realisation value of assets
12
Lessons from 2008/9 for single managers and
fund of funds
Suspension of calculation of NAV and subscription and
redemption provisions
• Common for funds which are anticipated to have illiquid
investments but useful for funds which anticipate being liquid but
are affected by unforeseen circumstances - NB Absolute Capital
Holding Limited case
• No performance fees on Designated Investments – query
management fees – until disposed of/cease to be Designated
Investments
• If significant illiquids are intended/anticipated, consider closed end
funds
• Or hybrids – partnership feeder into opened ended corporate
‘hedge’ fund and closed end corporate PE partnership
13
Lessons from 2008/9 for single managers and
fund of funds
Suspension of calculation of NAV and subscription and
redemption provisions
• Fund of Funds – need to consider suspension and other provisions
in underlying funds
• Danger in ‘averaging’ underlying funds’ redemption periods
• Ability to calculate NAV if one or more underlying funds suspend
NAV?
• Need for Designated Investments and Side Pocket provisions if any
underlying funds might suspend NAV
14
Lessons from 2008/9 for single managers and
fund of funds
Key Investor Issues
• Side letters – danger of providing additional information/rights might
prejudice other investors – e.g. information which allows one
investor to exit ahead of others
• Discussions with key investors about restructurings etc – getting
binding commitments
15
Lessons from 2008/9 for single managers and
fund of funds
Third Party Distributor Documentation – Who Is Liable for MisSelling?
• Usual to have provisions requiring distributor to comply with local
laws
• So contractually distributor is responsible to Fund/Manager
• Consider indemnity also
• But local laws/regulations may treat distributor as agent of the
Fund/Manager
• If fund mis-sold, investors may have a free ‘put’ back to the fund –
could cause mis-calculation of NAV and retrospective recalculation
of all past subscription and redemption prices
16
Lessons from 2008/9 for single managers and
fund of funds
Third Party Distributor Documentation – Who Is Liable for Mis
Selling?
•
Depending on the relationship, consider making clear distributor is
independent agent, not engaged by Fund/Manager to act as their
agent to raise money for them
•
Rather, just willing to pay for introductions of distributor’s own
clients
•
Restrict ability of distributor to create own marketing materials/hold
itself out as representing Fund/Manager
17
Hedge Fund Documentation - Current Issues
and Industry Standards
Prime Broker Documentation
• Who is your counterparty – Lehman language implied contracting
with whole Lehman group and on each entities’ terms but not all
documents seen or presented
• Ability of counterparty to set off other group company liabilities
• Uncertainty of how different group documentation fits together –
which ones supersede/danger of overlapping provisions?
• Borrowing and leverage provisions are not like ‘term’ loans – can be
suspended, changed, withdrawn at any time without notice
• Margin, haircut and other provisions can be similarly changed
immediately
18
Hedge Fund Documentation - Current Issues
and Industry Standards
Prime Broker Documentation
• Assets held may not be segregated – typically even where
agreements say unencumbered assets will be held in safe custody
such provisions are superseded in respect of assets charged in
favour of the PB
• And ALL assets are typically charged unless agreed otherwise
• So unless you specifically agree otherwise, no assets may be in
segregated safe custody accounts
• Even if in segregated safe custody accounts check whether PB has
the right to use those assets and if so whether PB has to put
collateral in safe custody
19
Hedge Fund Documentation - Current Issues
and Industry Standards
Prime Broker Documentation
• Is PB safe custody account a general account for all customers
(trading as well as fund management) and if so is there a greater
risk of loss if PB goes under
• Maladministration as well as credit risk
• Due diligence on how safe custody aspects work in practice – initial
and ongoing
• FSA Client Assets Sourcebook (Enhancements) Instrument 2010
• PBs now required to attach a Disclosure Annex summarising rehypothecation provisions, including definitions of ‘client
indebtedness’ and limits on re-hypothecation (if any)
20
Hedge Fund Documentation - Current Issues
and Industry Standards
Prime Broker Documentation
• Daily reporting of positions and use of assets etc
• 20% limit on PBs holding client money with group banks
• General liens in custody agreement over all client assets prohibited
• Liens must be specific to services provided such as intra-day
payments, settlement and credit lines
• Exceptions for central securities depositaries and settlement
systems etc
21
Hedge Fund Documentation - Current Issues
and Industry Standards
Prime Broker Documentation
• FSA comments on PBs offering ‘bankruptcy remote’ custody
structures
• Some are SPVs, others existing entities offering other custody
services
• SPV structures typically have few permanent staff with transfers of
assets taking place automatically
• Staff transfer on insolvency of PB to SPV with retention incentives
to fulfil employment duties - NB. Practical problems contacting
anyone at Lehman after administrators appointed
22
Hedge Fund Documentation - Current Issues
and Industry Standards
Prime Broker Documentation
• PBs may retain a charge over SPV safe custody assets in specified
events – e.g. insolvency of customer
• PB charges should expire on PB insolvency
• Structures are complex and require significant legal and other due
diligence – and effectiveness untested
• Some clients signing up documentation but not using SPVs
significantly, treating them as ‘insurance’ in case of market
dislocation in the future
• Other models – ‘affiliated custodian’ and third party custodian
23
HSBC Prime Services
solutions
Providing end-to-end
for hedge fund managers
K&L Gates Breakfast Seminar
Hedge Fund Documentation –Current Issues and Industry Standards
Tuesday 13th September 2011
24
Lessons learned from 2008/9
 Diversification
- Multi-prime is recommended and in many cases expected.
 Due Diligence
- Enhanced and deeper due diligence is required on your service providers.
 Legal Agreements
- Understand your Prime Broker legal agreements.
 Board of Directors
- The need for independence and expectations around responsibilities.
25
Lessons learned from 2008/9
Investors
- The bar has been raised around due diligence, infrastructure and
counterparty exposure.
 Unencumbered custody solutions and transparency
- Having access to the ‘life-boat’, and understanding how these
‘unencumbered’ structures operate in practice.
 Spot the signs and act quickly
26
Prime broker custody structures
3rd Party Independent Custodian
Financing
Hedge Fund
Trading data
Transfer
instructions
Special Purpose Vehicle (SPV)
Collateral
Prime
Broker
Collateral
Financing
Custodian
Unencumbered
assets
 Legal
– Multiple legal agreements (Prime Broker and Custodian)
Prime
Broker
Hedge Fund
Trading data
Unencumbered
assets
Special
Purpose
Vehicle
 Legal
– Service levels to be agreed between multiple parties
– Legal complexity through Prime Provider requiring separate legal
entity (dual employment contracts, untested model)
– Legal indemnification between parties for services
– “bankruptcy remote”? Legally untested
 Operational
– Usually separate billing and reporting from all counterparties,
creating additional administrative burden for Hedge Fund
– Operationally inefficient due to external sweep of assets and
associated costs (both monetary and time costs)
 Operational
– Potentially quite costly if all assets are held in charged account
– Transfer of assets – not simple to transfer assets on a daily basis
– used only as Disaster Recovery (DR)
– Intra-day exposures
– Intra-day exposures
27
The HSBC solution
Prime Custody
HSBC Bank Plc Custody
Collateral
Financing
Hedge Fund
Custody
Account
Trading data
 Legal
Charged
Account
Assets surplus to
collateral
requirements
Transfer of title
With client
consent, assets
can be
“rehypothecate
d”
Benefits of HSBC platform
– simple structure of dealing with one legal entity - HSBC Bank plc
– essentially a custody agreement
– with built in financing, stock lending and margin pooling provisions
 Operational
–
–
–
–
–
–
Flexible financing solutions - client chooses the assets it holds in custody, makes available for collateral and/or rehypothecation
Consequently financing rates are determined by client choices
Operationally efficient – instructions to a single entity HSBC Bank Plc (no 3rd parties)
Transparent - client can see which account their assets are in at all times
Asset segregation provided by client custody accounts
Consolidated margining and billing across the platform
28
Investor requirements and concerns
 Liquidity
- Portfolio construction
- Terms
- Managed Accounts
 Counterparty Risk
- Who are your service providers (Prime Brokers/Administrator)?
- Are you diversified enough?
- Do you have an unencumbered solution in place?
29
Investor requirements and concerns
 Infrastructure and Operations
- How is the business structured?
- Is there any key man risk?
- What is the quality of the systems utilized (Operational
processing, Risk etc.)?
 Due Diligence
- Expect a longer process and a deeper level of due diligence.
- Be organized and prepared.
30
The impact of AIFMD
Goal of Regulation
Alternative
Investment
Fund
Managers
Directive
(AIFMD)
•Regulates all hedge and
private equity funds in Europe
for the first time, aimed at
investor protection
•Strict liability for depositaries
and resulting capital
requirements
Potential Impact
•Strict depositary liability for
“lost” assets in an
unforeseeable or
uncontrollable event & reverse
burden of proof, some
potential capital impact
•Greater oversight
responsibilities will impact
•Some Prime broker firms may processes and capabilities
be also take the roles of a
•Significant re-papering of legal
depositary but it is uncertain
docs likely
whether they will
31
Disclaimer
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HSBC has based this document on information obtained from sources it believes to be reliable but which
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or proprietary data. Except in the case of fraudulent misrepresentation, no liability is accepted whatsoever
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This presentation is a “financial promotion” within the scope of the rules of the FSA.
HSBC Bank plc
Authorised and regulated by the Financial Services Authority
Registered in England No. 14259
Registered Office: 8 Canada Square, London, E14 5HQ, United Kingdom
Member HSBC Group
DISCPRES011107
32
AIFMD – Future impact on hedge fund
documentation
 Offering Document
 Agreement(s) delegating AIFM’s functions eg. portfolio
management, valuation, regulatory compliance monitoring,
marketing etc.
 Depository Agreement
 Any sub-custody agreements
 External valuer contract
 Side letters
33
AIFMD – Future impact on hedge fund
documentation
 Offering Document
 Article 23 – mandatory disclosure to investors (i) before
investment and (ii) upon material changes – includes (inter alia)
description of investment techniques; types and sources of
leverage permitted and associated risks; any collateral and
asset re-use arrangements; procedures by which investment
strategy/policy may be changed; description of delegations by
AIFM and depositary; description of fund’s liquidity risk
management (including redemption rights in both “normal” and
“extraordinary” situations); description of preferential treatment
and the type of investors who receive that treatment
34
AIFMD – Future impact on hedge fund
documentation
 Applies to EU AIFMs for each AIF marketed in the EU with a
passport, and to all EU and non-EU AIFMs marketing into the
EU using private placement
 Level 2 (draft) – Immediate notification of investors when gates
or side pockets activated or when redemptions suspended; main
features of risk management systems employed to be made
available to investors before investment; regular disclosure of a
description of leverage measures or ratios and their
appropriateness when considered against the AIF’s investment
strategy
35
AIFMD – Future impact on hedge fund
documentation
 Agreement(s) delegating AIFM functions
 Article 20 – AIFM’s liability towards AIF and its investors not
affected by delegation
 Task which is “critical or important for the proper performance of
AIFM’s functions provided to fund” [draft – level 2] – eg portfolio
management, valuation, regulatory compliance monitoring,
marketing
36
AIFMD – Future impact on hedge fund
documentation
 Contract with delegate should contain certain terms to ensure AIFM
discharges its statutory responsibilities, eg [draft – level 2]:
•
Obligation on delegate to grant rights to AIFM of information,
inspection and access etc. Rights of access also to regulator (cf.
SYSC ch.8 and A.14 MiFID)
•
Agreement should allow AIFM “flexible” termination rights
•
If portfolio management is delegated, delegate should be instructed
by the AIFM how to implement the investment policy
•
Delegate must disclose to the AIFM any development that may
have a material impact on its ability to carry out the delegated
functions
•
Delegate must establish a disaster recovery plan
•
AIFM consent required to sub-delegation
37
AIFMD – Future impact on hedge fund
documentation
 Depositary Agreement
 Article 21 – written contract required; new role
 Draft level 2 – UCITS used as starting point for content, but
ESMA not providing “model agreement”
38
AIFMD – Future impact on hedge fund
documentation
 Draft level 2 – List of 14 elements the
contract should contain including:
• Procedures to be adopted for each type of asset
• Types of assets that fall within the scope of depositary’s
function
• Conditions for delegation of custody functions (NB “objective
reasons”)
• Information exchange to allow AIFM to do its job
• The process by which the depositary will receive information
from other parties appointed by the AIF or the AIFM
39
AIFMD – Future impact on hedge fund
documentation
•
When is depositary’s agreement to modifications to fund
required?
•
Provisions dealing with depositary’s rights to enquire into the
conduct of the AIFM, and vice versa
40
AIFMD – Future impact on hedge fund
documentation
 Depositary needs to be able to terminate the agreement as its
ultimate recourse if the AIFM is taking excessive custody risks
 AIFMD liability provisions and delegation provisions must be
hard-wired into Depositary Agreement (Article 21(6)(e)) where
the depositary is established outside the EU
41
AIFMD – Future impact on hedge fund
documentation
 Any sub-custody agreements
 Sub-custodians are treated as delegates of depositary under
AIFMD
 By contrast the relationship is currently not usually seen as an
outsourcing
 The contract will need adequately to reflect this change
42
AIFMD – Future impact on hedge fund
documentation
 (Article 21(11)(d)) Depositary has to
ensure on an ongoing basis that the
delegate (inter alia):
•
Has adequate structures and expertise
•
Is subject to minimum capital standards/prudential
supervision (unless no local entity satisfies this)
•
Segregates its own assets from the depositary’s client assets
•
Complies with the standard of care required by AIFMD for
depositories
43
AIFMD – Future impact on hedge fund
documentation
 Option (see Article 21(13)(b)) of transferring liability for “loss” of
financial instruments to sub-custodian in sub-custody agreement
if “objective reason” and AIF or AIFM have expressly allowed
this by written contract (presumably the Depositary Agreement)
44
AIFMD – Future impact on hedge fund
documentation
 External valuer (EV) contract
 If EV appointed need written process for exchange of
information between the AIFM and the EV to ensure EV has all
information it needs to perform the valuation task [Draft level 2].
 Need written valuation policies and procedures which are
maintained and reviewed
 Valuation a delegated AIFM function, so see previous comments
on such delegation contracts. Counterparty can be fund (if
internally managed) or AIFM (if externally managed)
45
AIFMD – Future impact on hedge fund
documentation
 “Professional guarantees” from EV – Draft Level 2 says these
needs to be written documents signed by EV or its legal
representatives which contain evidence of the EV’s qualification
and capability – eg. confirmation of sufficient personnel and
technical resources
 No sub-delegation of valuation function
46
AIFMD – Future impact on hedge fund
documentation
 Side letters
 Article 12(1) – Obligation on AIFM to treat investors fairly. Any
preferential treatment must be disclosed in AIF rules or
instruments of incorporation.
 Draft level 2 – proposed requirement that no investor may obtain
a preferential treatment that has an overall material
disadvantage to other investors
 Not unfair to grant preferential treatment to seed investors –
they take additional risk
 Could prevent unfair treatment if other investors are informed of
preferential treatment and have right to redeem free of costs.
(cf. AIMA Guidance – need to disclose existence of side letters
that contain “material terms”, and the nature of such terms)
47
UK Hedge Funds Standards Board Rules –
setting de facto industry standard for nonsignatories?
• See www.hfsb.org
• HFSB Standards were published in early 2008
• 14 initial signatories; now circa 60
• Founders mostly large hedge fund group; some smaller groups
have now signed up
• November 2010 – Investor Chapter formed – 30 initial signatories;
now 45
• Aim to drive adoption of the Standards
48
UK Hedge Funds Standards Board Rules –
setting de facto industry standard for nonsignatories?
•
“The Standards provide a powerful mechanism for promoting
transparency, integrity and good governance that maintains a high
reputation for the industry, facilitates investor due diligence and
minimises the need for restrictive regulation”
•
Always been a flexible, voluntary “comply or explain” system
•
But how voluntary?
•
If something goes wrong courts /regulator may treat as de facto
indicator of good/market standard practice
•
Malta has adopted the standards
49
UK Hedge Funds Standards Board Rules –
setting de facto industry standard for nonsignatories?
•
Relevance going forward with AIFMD in the pipeline?
•
4 August 2011 – HFSB launched drive to sign up more managers in
US and Asia
•
1 July 2011 – new Chairman: Dame Amelia Fawcett – former nonexecutive director Bank of England and vice-Chairman of Morgan
Stanley
•
CP3/2011 – focus on “internationalising” standards; also some
hardening of standards
50
UK Hedge Funds Standards Board Rules –
setting de facto industry standard for nonsignatories?
•
CP3:
 Modify to remove references to FSA regulation and
internationalise
 Extra protections for investors where fund board not
independent – obligations to ask for investor approval before
key actions which may involve a conflict of interest between
manager/investors
 “Window dressing” re manager’s limited control of fund board
 Enhanced disclosure to investors
51
UK Hedge Funds Standards Board Rules –
setting de facto industry standard for nonsignatories?
• CP3:
 Offering document normally to include (inter alia) investment techniques
employed, investment process including internal reviews and controls,
circumstances in which leverage may be used and an explanation of how
the manager defines leverage and/or net exposure levels
 Additional disclosure, not necessarily in offering document “might” include
the target return for the strategy, the level of risk for the strategy, the
historical trade record of the strategy and (on request) the aggregate value
of assets managed by the manager using the same investment strategy
 Periodic disclosures to include (inter alia) staff changes, new or terminated
funds, changes to key service providers, (on request) litigation or
regulatory investigations, (on request) existence of parallel funds using
same strategy and any possible material adverse effects on the fund’s
investors.
52
UK Hedge Funds Standards Board Rules –
setting de facto industry standard for nonsignatories?
•
CP3:
 Hardening of standard regarding material changes to investment
policy/material adverse changes in commercial terms:
BEFORE – fairly vague standard to encourage disclosure and
possibly consultation
AFTER – clear prohibition on change except with (i) investor
consent or (ii) sufficient advance notice to allow redemption
without penalty
53
Martin W Cornish
Partner
London
Tel: +44.20.7360.8162
martin.cornish@klgates.com
Cynthia Ma
Senior Associate
London
Tel: +44.(0).20.7360.8115
Cynthia.ma@klgates.com
Philip Morgan
Partner
London
Tel: +44.20.7360.8123
philip.morgan@klgates.com
Oliver Pilkington
Senior Associate
London
+44.20.7360.8145
Oliver.pilkington@klgates.com
Edward Smith
Partner
London
Tel: +44.20.7360.8189
Edward Smith@klgates.com
Elizabeth Winder
Associate
London
Tel: +44 207 360 8126
Elizabeth.winder@klgates.com
Alice Bell
Assistant
London
Tel: +44 207 360 8304
Alice.bell@klgates.com
54