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Resources · Golden Structures

Fourteen patterns. Thousands of variations.

Most private fund structures are variations of a relatively small number of recurring patterns. Learn to recognize the structures, understand why they exist, and see what changes when the investors, assets or regulatory requirements change.

Open Structura →About Structura

These are the modules private funds are built from: fourteen recurring arrangements of vehicles that sponsors combine, vary and extend to fit a particular investor base and strategy. Find the one that looks like yours and open it: what it is, who it is built for, what it solves, what it costs, what to watch for, and which structure a changed fact points to.

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1 / 14 · One FundThe Single Delaware LPVentureGrowthBuyoutHedge and liquidCredit 2 / 14 · Blocked SleevesThe Blocked FeederBuyoutCreditReal estateInfrastructure 3 / 14 · Blocked SleevesThe Per-Deal BlockerBuyoutGrowthInfrastructure 4 / 14 · Blocked SleevesThe Blocker AIVBuyoutGrowthReal assetsSecondaries 5 / 14 · Parallel FundsThe Main and Parallel with a BlockerBuyoutCreditReal estateInfrastructureEnergy 6 / 14 · Parallel FundsThe Leveraged BlockerCreditReal estateInfrastructureOperating businesses 7 / 14 · Parallel FundsThe Clean Main and ParallelVentureGrowthBuyout, C-corp 8 / 14 · OffshoreThe Master-FeederHedgeLiquid creditMulti-strategyDigital assets 9 / 14 · OffshoreThe Mini-MasterHedgeLiquid creditMulti-strategy 10 / 14 · OffshoreThe Standalone Offshore FundHedgeLiquid securitiesDigital assets 11 / 14 · Real EstateThe Private REITCore real estateNet leaseMultifamilyIndustrial 12 / 14 · Real EstateThe UPREITContributed propertyMultifamilyNet leaseCore real estate 13 / 14 · Parallel FundsParallel 3(c)(1) and 3(c)(7) FundsVentureEmerging managersFriends and family capitalHedge 14 / 14 · CreditSeason-and-SellDirect lendingSpecialty financeReal estate debt

The Fourteen, in Full

1 / 14 · One Fund

The reference form, drawn by Structura’s engine.

The Single Delaware LP

Common strategiesVentureGrowthBuyoutHedge and liquidCredit

What it is: One Delaware limited partnership holds the investments; every investor is a limited partner. A Delaware LLC is general partner; a management company takes the fee.
Built for: U.S. taxable investors, or any investors whose assets produce neither UBTI nor ECI: unlevered C-corporation stock, safe-harbor securities trading.
What it solves: One pool, flow-through taxation, the lowest cost the law allows. The form every other structure is measured against.
What it costs: One vehicle, one return. No leakage of its own, and no insulation: every investor inherits the character of everything the fund does.
Watch for: Operating pass-throughs and acquisition debt create UBTI for tax-exempt investors, safe harbor or not. A U.S. trade or business puts non-U.S. investors on U.S. returns. As drawn, one class.
Neighbours: If tax-exempt or non-U.S. investors join and the assets produce UBTI or ECI, a shield is needed: the blocked feeder (2) or the main and parallel (5). If most of the capital is non-U.S., the fund itself can go offshore: the master-feeder (8) or the offshore fund (10). If the investors do not all fit one securities exclusion, parallel 3(c)(1) and 3(c)(7) funds (13).

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2 / 14 · Blocked Sleeves

The reference form, drawn by Structura’s engine.

The Blocked Feeder

Common strategiesBuyoutCreditReal estateInfrastructure

What it is: One fund, with a corporate feeder investing in it beside the direct investors; the tax-sensitive investors subscribe to the feeder.
Built for: Investors needing corporate blocking across substantially the whole portfolio, in a fund whose assets produce UBTI or ECI.
What it solves: Prevents direct allocations of UBTI or ECI to the feeder's investors; they receive dividends and share gains instead.
What it costs: One more corporation and its administration; corporate tax on everything allocated to it, clean gains included; dividend withholding where it applies.
Watch for: The right blocker depends on the investor: a U.S. corporation turns a tax-exempt investor's UBTI into excluded dividends, but gives a non-U.S. investor corporate tax plus withholding; an offshore alternative is not necessarily more efficient where ECI is involved. ERISA and investor counting reach the feeder.
Neighbours: If only some deals need blocking, block those alone: the per-deal blocker (3) or the blocker AIV (4). If the blocked investors need their own allocations or terms, give them a fund of their own: the parallel (5). If the tax-sensitive investors are most of the capital, the fund itself should carry the shield: the master-feeder (8).

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3 / 14 · Blocked Sleeves

The reference form, drawn by Structura’s engine.

The Per-Deal Blocker

Common strategiesBuyoutGrowthInfrastructure

What it is: One fund holds its C-corporation investments directly. Each pass-through or leveraged deal sits beneath a blocker corporation of its own, owned by the fund.
Built for: A mostly clean portfolio with a few deals producing UBTI or ECI; the clean ones should not be blocked.
What it solves: Blocks only the tainted deals, one corporation each; the clean deals pass through untouched.
What it costs: One corporation per blocked deal, and corporate tax on that deal. As drawn the fund itself owns the blocker, so every investor's share of that deal is blocked, taxable investors included.
Watch for: Taxable investors also bear the blocker's corporate tax. A stock sale may avoid entity-level gain, but buyers may discount for the inherited tax basis.
Neighbours: If the taxable investors should hold the tainted deals directly, with no blocker in their path, the blocker AIV (4). If most deals need blocking, one shield is simpler than many: the blocked feeder (2) or the parallel (5).

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4 / 14 · Blocked Sleeves

The reference form, drawn by Structura’s engine.

The Blocker AIV

Common strategiesBuyoutGrowthReal assetsSecondaries

What it is: A main fund holds the investments that need nothing special. One that does, because of its tax character or something about the asset itself, is carved into an alternative investment vehicle beside the fund; as drawn, taxable investors enter it directly, sensitive investors through a blocker.
Built for: A portfolio in which one asset needs different structuring from the rest: a pass-through deal producing UBTI or ECI, or an asset whose regulation, jurisdiction or liability calls for its own vehicle.
What it solves: Gives the different asset its own vehicle, blocked only for the investors who need it, without reshaping the fund around it.
What it costs: Two more vehicles, the AIV and its blocker; mechanics to keep them in step with the main fund; corporate tax on the sleeve's share of the tainted deals.
Watch for: Investor counting and ERISA are tested on the AIV and the blocker as drawn; another ownership path changes the answers. Two paths into one deal is more for the documents to carry.
Neighbours: If simplicity matters more than the taxable investors’ share of the blocker’s tax, the per-deal blocker (3). If the sensitive investors need economics of their own, the parallel (5). If nearly every deal needs blocking, the blocked feeder (2).

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5 / 14 · Parallel Funds

The reference form, drawn by Structura’s engine.

The Main and Parallel with a Blocker

Common strategiesBuyoutCreditReal estateInfrastructureEnergy

What it is: Two funds under one general partner, investing side by side: a main fund for the taxable investors, a parallel fund for the sensitive sleeve, blocked where its investments need it.
Built for: A material sensitive sleeve that needs a fund of its own: its own allocations, excuse rights, economics or deal-by-deal blocking.
What it solves: Blocks for the sensitive investors, leaves the main fund untouched, and can diverge when a deal or term requires it.
What it costs: A second fund with its own agreement, offering, return and audit; the blocker where used, and corporate tax on what it blocks.
Watch for: The blocker's domicile is a choice, not a feature: a U.S. corporation is usual over ECI, an offshore one common where the income is not ECI, and on such income non-U.S. investors may need no blocking at all.
Neighbours: If the two groups will never need different deals or terms, one fund with a feeder is cheaper: the blocked feeder (2). If the blocked income is current and ordinary, interest or rents, a note can reduce the blocker’s tax: the leveraged blocker (6). If the assets are C-corporation stock that produces neither UBTI nor ECI, no blocker is needed: the clean parallel (7).

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6 / 14 · Parallel Funds

The reference form, drawn by Structura’s engine.

The Leveraged Blocker

Common strategiesCreditReal estateInfrastructureOperating businesses

What it is: Structure 5 with the blocker capitalized partly by a note from its own investors, so part of its return goes out as interest rather than taxed dividends.
Built for: A sleeve blocked from current, ordinary income, operating income, interest or rents, so the note can be serviced.
What it solves: Reduces the corporate tax a standard blocker pays, by converting part of the sleeve's return into deductible interest.
What it costs: Everything the standard blocker costs, plus a debt instrument to draft, service and defend; the deduction is limited, principally by §163(j).
Watch for: The benefit depends on the note being respected as debt and serviced; with little current income there is less to deduct against. Interest to foreign noteholders may qualify for portfolio interest treatment if the applicable requirements are satisfied.
Neighbours: If the blocked income is capital gain rather than current income, there is nothing for the note’s interest to shelter: the standard blocker (5 or 2). If the sleeve is wholly non-U.S. and the income is not ECI, an offshore vehicle avoids U.S. corporate tax altogether: the master-feeder (8).

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7 / 14 · Parallel Funds

The reference form, drawn by Structura’s engine.

The Clean Main and Parallel

Common strategiesVentureGrowthBuyout, C-corp

What it is: Two Delaware limited partnerships under one general partner and manager: taxable investors in one, tax-exempt and non-U.S. investors in the other. No blocker.
Built for: A mixed investor base and a portfolio of C-corporation equity, venture or growth, that produces neither UBTI nor ECI.
What it solves: A vehicle of their own for the sensitive investors: reporting, side-letter terms, excuse rights, a shield added later if needed.
What it costs: A second fund with its own agreement, offering, return and audit, for no tax benefit on the day it is formed.
Watch for: It earns its cost only if the sleeve uses its separateness. A later pass-through deal or acquisition debt leaves the sleeve unshielded. How closely the funds invest together is drafting.
Neighbours: If the sensitive investors will never need terms of their own, the second fund buys nothing: the single LP (1). If the portfolio takes on pass-through or leveraged deals, the sleeve needs a shield: the parallel with a blocker (5) or the blocker AIV (4). If most of the capital is non-U.S., the master-feeder (8).

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8 / 14 · Offshore

The reference form, drawn by Structura’s engine.

The Master-Feeder

Common strategiesHedgeLiquid creditMulti-strategyDigital assets

What it is: A Cayman master fund holds the portfolio. Above it, a Delaware partnership for U.S. taxable investors and a Cayman corporation for the tax-exempt and non-U.S. investors.
Built for: Open-end securities funds, and other strategies whose income is UBTI through leverage but not ECI, with a large tax-exempt and non-U.S. base.
What it solves: One portfolio for everyone; the offshore feeder keeps its investors clear of UBTI on margin and of U.S. filing, with no Delaware blocker's corporate tax.
What it costs: Three vehicles; offshore directors, administrator, audit and fees. U.S. withholding on U.S.-source dividends.
Watch for: A U.S. taxable investor in the offshore feeder has a PFIC problem; the Delaware feeder is the answer. The shield assumes the master stays within the trading safe harbor. Commodity interests can make it a commodity pool.
Neighbours: If the U.S. taxable investors can be admitted to the master directly, the U.S. feeder can go: the mini-master (9). If there are no U.S. taxable investors, one vehicle does: the offshore fund (10). If the income is ECI, an offshore corporation pays U.S. tax and the branch profits tax, so a U.S. blocker is better: the blocked feeder (2) or the parallel (5).

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9 / 14 · Offshore

The reference form, drawn by Structura’s engine.

The Mini-Master

Common strategiesHedgeLiquid creditMulti-strategy

What it is: A Cayman master fund with one Cayman corporate feeder for the tax-exempt and non-U.S. investors. The U.S. taxable investors are admitted directly to the master as partners.
Built for: The master-feeder's facts, with a U.S. taxable sleeve small or institutional enough not to need a Delaware partnership.
What it solves: The master-feeder's shielding with one vehicle fewer.
What it costs: Two offshore vehicles with their directors, administration and audit. The U.S. investors hold a Cayman partnership interest, less familiar to some of them than a Delaware fund.
Watch for: The master is a partnership for U.S. tax purposes and stays one; a corporate election would raise the PFIC question for its U.S. partners. The U.S. investors' terms live in the master's agreement. The master-feeder's list applies.
Neighbours: If the U.S. taxable sleeve grows, or asks for a Delaware vehicle of its own, add the U.S. feeder back: the master-feeder (8). If it disappears, the master-feeder form is no longer needed: the offshore fund (10).

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10 / 14 · Offshore

The reference form, drawn by Structura’s engine.

The Standalone Offshore Fund

Common strategiesHedgeLiquid securitiesDigital assets

What it is: A single Cayman vehicle, as drawn an exempted limited partnership electing corporate treatment, holds the portfolio with minimal U.S. contacts. Every investor subscribes to it.
Built for: A wholly non-U.S., or non-U.S. and tax-exempt, investor base and a strategy that is not a U.S. trade or business.
What it solves: One vehicle, no U.S. entity, no U.S. return for the investors, no U.S. corporate tax.
What it costs: Offshore formation and running costs: directors, administrator, audit, fees, registration where required. U.S. withholding on U.S.-source dividends.
Watch for: A corporation with passive income and assets is a PFIC, which bites once a U.S. taxable investor holds it. A U.S. trade or business brings U.S. tax and the branch profits tax. U.S. management activities require review, particularly outside the securities trading safe harbor.
Neighbours: If U.S. taxable investors join, they need a partnership path: the mini-master (9) or the master-feeder (8). If the activity is a U.S. trade or business, the offshore corporation would pay U.S. tax: a U.S. blocker form (2 or 5), or for lending, season-and-sell (14).

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11 / 14 · Real Estate

The reference form, drawn by Structura’s engine.

The Private REIT

Common strategiesCore real estateNet leaseMultifamilyIndustrial

What it is: The fund holds the common shares of a private REIT, which holds its properties through property LLCs. As drawn, accommodation preferred holders supply the 100-holder minimum.
Built for: An income-producing U.S. real estate strategy with tax-exempt and non-U.S. investors.
What it solves: A qualifying REIT turns rents into dividends with little or no entity-level tax, because it deducts the dividends it pays: UBTI and ECI addressed without a blocker's leakage.
What it costs: The REIT, its subsidiaries and the ownership accommodation, plus annual REIT compliance. Withholding on dividends to non-U.S. holders; distributions attributable to U.S. real property gains may trigger FIRPTA for them.
Watch for: At least 100 holders and not closely held, verified rather than assumed; domestic control for the FIRPTA exemption is tested through the chain under the rules in force. Contributing appreciated property is taxable unless §351 applies.
Neighbours: If property owners will contribute appreciated property in exchange for units, add an operating partnership: the UPREIT (12). If the strategy is buying and selling property for gain rather than holding it for income, a REIT is the wrong vehicle: a blocker form (2 or 5).

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12 / 14 · Real Estate

The reference form, drawn by Structura’s engine.

The UPREIT

Common strategiesContributed propertyMultifamilyNet leaseCore real estate

What it is: Structure 11 with an operating partnership beneath the REIT. The REIT is its general partner; property contributors receive units redeemable for REIT shares or cash.
Built for: A real estate strategy acquiring property from owners who want to defer gain by contributing it.
What it solves: Under §721 a contribution of appreciated property to the operating partnership is generally tax-deferred; a contribution to the REIT itself is not unless §351 applies.
What it costs: Everything the private REIT costs, plus a partnership with its own agreement and return, and the unit holders' rights, usually tax protection that constrains dispositions for years.
Watch for: The operating partnership earns its place on a stated purpose, contributions for units contemplated or other unit holders expected; with no second partner it is not a partnership. Built-in gain follows the property under §704(c).
Neighbours: If no contributions for units are contemplated, the operating partnership is a layer for nothing: the private REIT (11). If the strategy is development or dealer sales, a REIT is the wrong vehicle: the blocker forms (2 or 5).

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13 / 14 · Parallel Funds

The reference form, drawn by Structura’s engine.

Parallel 3(c)(1) and 3(c)(7) Funds

Common strategiesVentureEmerging managersFriends and family capitalHedge

What it is: Two funds under one general partner and manager, investing side by side: a 3(c)(7) fund for qualified purchasers and a 3(c)(1) fund for the accredited investors who are not.
Built for: An investor base mixing qualified purchasers with smaller accredited investors beyond one 3(c)(1) fund's holder limit.
What it solves: Both groups invest in the same portfolio where no single exclusion admits all of them.
What it costs: A second fund with its own documents, offering, return and audit. For an SEC-registered adviser, performance compensation from the 3(c)(1) fund is limited to qualified clients.
Watch for: The funds are counted separately only if genuinely separate. The 3(c)(1) count looks through certain investment company holders at 10 percent of the voting securities; knowledgeable employees are excluded. A qualifying venture capital fund may have 250 holders under a $12 million cap.
Neighbours: If everyone fits within the 3(c)(1) holder limit, one fund does: the single LP (1). If the investors are also tax-sensitive, combine the split with a shield: the parallel with a blocker (5).

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14 / 14 · Credit

The reference form, drawn by Structura’s engine.

Season-and-Sell

Common strategiesDirect lendingSpecialty financeReal estate debt

What it is: A Delaware fund for the U.S. investors originates the loans. An offshore corporation for the non-U.S. investors buys seasoned loans or participations from it at arm's length.
Built for: A direct lending fund whose origination is a U.S. trade or business, with non-U.S. investors who cannot take ECI.
What it solves: Seeks to separate U.S. loan origination from offshore investment in seasoned loans, reducing the risk that the offshore vehicle is treated as conducting a U.S. lending business.
What it costs: Two funds and the transfer mechanics the structure lives on: arm's-length pricing, a holding period, documentation of every sale.
Watch for: The result turns on the facts, not the diagram: a prearranged purchase, an agency relationship or origination for the purchaser's account can undermine it, and no holding period settles it alone. Portfolio interest is a separate question.
Neighbours: If the non-U.S. investors are content to be blocked, taking dividends from a U.S. corporation that pays the tax, the sale mechanics are unnecessary: the parallel with a blocker (5) or the leveraged blocker (6). If the fund buys loans rather than originating them, there is no U.S. lending business to separate from: the master-feeder (8) or the offshore fund (10).

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The fourteen are the market’s recurring reference forms, not an invented taxonomy, and most funds are built from them: a module on its own, two combined, or one extended with a sleeve or a vehicle for one asset. Each card describes the reference drawing; a fund’s own architecture turns on its own facts. Structura proposes a structure from the facts stated, stress-tests it against the rules, and ranks the alternatives.

Reviewed October 2026. The resources on this site are general information only, not legal, tax or investment advice, and reading or watching them does not create an attorney‑client relationship. Confirm current law with a qualified attorney and tax adviser.