By Chris Addy CEO - Castle Hall Diligence

This is an obvious point for investors, but a necessary starting point nonetheless.

• Manager location.
• This includes by country and then by city. If new cases are announced in Sao Paulo, or if more countries close their borders, or if Florida was to close all its schools - do you know instantly which of your managers could be affected? This includes the head office and any secondary offices.
  Size of manager
• Smaller managers, unavoidably, could be more impacted, as they do not have the same headcount to enable cross coverage of job functions if key employees are sick. However, smaller managers may well be able to function more effectively in a quarantine situation, as there are fewer people involved, less IT headache in a smaller business, and fewer moving pieces to co-ordinate.
  Redemption terms
• Is the fund a daily or liquidity vehicle, where there is a potential to redeem or liquidate the portfolio, either due to weaknesses in that manager’s controls and infrastructure, or for general liquidity needs?
  Service providers
• Which service providers are used for each fund/account and asset manager? As such, if a service provider has a problem, which of your managers could be affected? For example, consider the bank/custodian, administrator, auditor, directors, IT service provider, compliance consultant, data vendors and legal counsel.

Unfortunately, there is rarely a simple answer to a complex question. Castle Hall does not recommend asking the junior operational due diligence analyst to blast out a simplistic questionnaire to all managers in a portfolio and then recommend redemption from managers 9, 26 and 85 because, for example, they report they did not complete an annual business continuity planning test over the prior 12 months. Mechanical, checklist operational due diligence will no longer work (not that it ever did).

First, as above, it's too late for redemptions, even if you are invested with a manager with sub par business continuity planning and disaster recovery capabilities. Second, taking this example, no one has tested their business continuity planning for a full scale pandemic. As such, ‘how often do you test your business continuity planning plan’, while a pre-existing and necessary question within institutional quality operational due diligence, is not necessarily a guaranteed indicator of COVID-19 preparedness. These are new and unheralded business challenges for everyone.

However, what is helpful is to have consistent, systematic information across the portfolio, with a view to identifying managers at higher risk. Investors can then engage with those managers to share information and partner to help each business take protective steps wherever possible.

Some of the questions which can be asked, either through questionnaire, phone call or in combination include:

• Coronavirus exposure:
  Have any employees or their immediate family members tested positive for the virus to date?
• Critical personnel:
  - Who are key personnel without whom the business could not operate?
  - Who are critical counter-parties without whom the investment business could not conduct its activities?
  - Who are critical service providers without whom the business could not function? (e.g. outsourced back-office, administration and so forth).
• Travel policies:
  Has the asset manager restricted travel? If so, on what basis?
• Remote working: 
  What is the manager's plan to enable remote working, up to and including all staff working remotely? This covers voluntary or government mandated closure of the workplace.
  - Has the firm considered issues such as restrictions on public transport, which could prevent some staff coming to the office? What about other issues, like the closure of schools, which would mean that team members who have school age children will likely need to spend time away from the office?
  - What testing has been completed in the current environment, particularly with respect to IT infrastructure and capacity? As one example, during the city lockdown in Boston in 2013 after the marathon bombing, a large asset manager gave Castle Hall the example where their virtual private network (VPN) did not allow more than 300 concurrent users. Its annual business continuity planning testing program had never tested to that load.
  -  What actions has the manager taken to ensure that work from home remote offices are adequate and able to support a potentially lengthy (one month or more) quarantine? 
  -  Is internet connectivity sufficient (especially when outside G20 countries)? Data usage may be limited in certain countries, potentially requiring purchase of cellular data hubs.
  -  Do all staff have corporate computers and necessary hardware (e.g. multiple screens for traders). If hardware has not been acquired, lead time for delivery may now not be sufficient.
  -  Remote workers should generally not use their own computers. Data loss prevention (web blocking, disabling USB data transfer) should be mandated. Key controls, such as continued use of dual factor authentication, should be enforced. 
• IT resources: 
  What resources are available to the firm, in terms of systems, internal personnel and external IT consultants?
• Service providers:
  Has the manager held conversations with key service providers around their own business continuity strategies? This is particularly vital for critical service providers.

We recommend a hybrid approach to manager outreach, balancing systematic data gathering to obtain a consistent data set across all managers, with a pragmatic calibration of questions. Again, it is not reasonable to expect a nine person hedge fund start up to have Pimco level business continuity planning preparedness. Equally, the nine person start up will likely be very responsive to investor suggestions and eager to discuss how they can protect their portfolios and their business

There does not appear to be an easy ‘get out of jail card’ for COVID-19. This is a fluid and rapidly evolving situation, and both investors and managers should expect the unexpected.

In no particular order, here are some observations from Castle Hall as to potential weaknesses across the asset management industry, which will either likely, could perhaps, or probably will not (but we don't know) happen.

• Expect some hedge funds to be gated
  This is the most significant financial drawdown since 2008, and it is quite likely that at least some hedge funds will trigger gates and/or suspend redemptions due to redemption requests. What is different in 2020 is that offering documents are typically ‘tighter' than pre 2008.
  
  Over the last 10 years, fund lawyers have written in extensive provisions, such that a typical fund has full flexibility to suspend redemptions, gate the fund, or withhold payment of redemption proceeds (which can often include use of vehicles, such as liquidating trusts - which are just side pockets with a different name).
  
  As an example of typical language: ‘In the sole discretion of the General Partner, the Partnership may make distributions in cash or in kind (to the extent that the Partnership receives an in-kind distribution from the Master Fund), or in a combination thereof....The General Partner may, in consultation with the Master Fund Board of Directors, choose which underlying assets of the Master Fund to distribute in kind. If a distribution is made in kind, immediately prior to such distribution, the General Partner shall determine the fair value of the assets distributed...In-kind distributions may be comprised of, among other things, interests in Special Purpose Vehicles holding the actual investment or participations in the actual investment or participation notes (or similar derivative instruments), which provide a return with respect to certain securities of the Master Fund.’
• 
  Expect liquidity mismatch issues - especially for retail funds
  Woodford has, of course, shown what happens when a retail fund with a portion of illiquid assets is required to suspend redemptions. Last year, Mark Carney, then Governor of the Bank of England, said that “these funds are built on a lie, which is that you can have daily liquidity for assets that fundamentally aren’t liquid. And that leads to an expectation of individuals that it’s not that different to having money in a bank.”
  
  This obvious failure in structuring funds has not stopped these investment products being very popular, especially in Europe. Europe is also exposed to its large Undertakings for Collective Investments in Transferable Securities (UCITS) industry, where at least some funds have stretched the regulatory rules to the limit as to portfolio composition and fund structuring, relying on the ‘don't worry, it’s a UCITS fund’ mantra.
  
  Also interesting is the Alternative Investment Fund Managers Directive (AIFMD), the role of the depositary and the other changes introduced by the creation of AIFM and AIF structures. Coronavirus will be the first test to see if the European Union rules have any effect to protect investors during a market dislocation.
  
  
• Expect valuation difficulties
  What is ‘fair value’? Castle Hall’s answer is that something is worth what someone will pay for it, at the time that the seller wishes to sell - which merely highlights the subjectivity of valuation of Level 2 and Level 3 assets, especially in a period of significant market pressure.
  
  As a particular issue, we highlight that administrators have, since 2008, largely removed themselves from any responsibility around valuation. A typical prospectus often includes language similar to: ‘In calculating the Net Asset Value of the Company, the Administrator shall, and shall be entitled to, rely on, and will not be responsible for the accuracy of, financial data furnished to it by the Master Fund’s prime broker, market makers and/or independent third-party pricing services. The Administrator may also use and rely on industry standard financial models in pricing any of the Master Fund’s securities or other assets. If and to the extent that the Investment Adviser is responsible for or otherwise involved in the pricing of any of the Master Fund’s securities or other assets, the Administrator may accept, use and rely on such prices in determining the Net Asset Value of the Company and shall not be liable to the Company, any investor in the Company, the Investment Adviser or any other person in so doing.’
  
  As such, investors cannot assume that administrators will be actively engaged to prevent inaccurate valuations, should pricing data be provided by asset managers in accordance with contracts, such as the example above.
  
  
• Expect some frauds
  Well, as Warren Buffet so famously said: “It’s only when the tide goes out do you discover who has been swimming naked.”
  
  
• Expect disruptions due to ‘follow the sun’ service models
  A key risk in the asset management industry is dependence on third party service providers, notably administrators and banks, who have often offshored significant functions to lower cost locations in countries like India and regions like Asia. In fact, Castle Hall has an office in Manila, which has been integral to our own corporate growth.
  
  However, it is unavoidable to note that many cities in these regions have very large populations and a lesser level of funding for healthcare systems. As such, preparedness of the administration industry, as well as banks and other service providers reliant on offshored locations, will be key. Inability of a major administrator to provide uninterrupted servicing could have significant ripple effects across the industry.

To conclude, the coronavirus pandemic is not a time for ‘gotcha’ operational due diligence.

Rather, this is a time when everyone in the asset management and financial planning communities can collaborate to share ideas and best practices.

Working together, we can help protect our colleagues and their families, and support our businesses across the industry.

Chris Addy is CEO of Castle Hall

https://www.castlehalldiligence.com/