Fund Look-Through Reporting: What LPs See Under the Vehicle

Fund look-through reporting shows an LP the holdings sitting under an SPV, feeder, or fund-of-funds, not just the line for the vehicle itself. It is portfolio transparency. It is not the Investment Company Act 3(c)(1) test that counts beneficial owners through certain companies, and it is not a K-1.

This is general information, not legal or tax advice. What you disclose is set by the LPA or OA, side letters, and (if you are registered) Advisers Act custody and books-and-records rules — not by a marketing phrase.

Two meanings of "look-through" — only one is this page

Reporting look-through (this page). The LP sees names, cost, and carrying value of the assets under the vehicle they hold. A fund-of-funds LP wants the underlying funds. A feeder LP wants the master's portfolio. An SPV-into-fund LP wants the fund's positions, or at least the fund name, vintage, and their look-through ownership.

Statutory look-through (not this page). Section 3(c)(1) of the Investment Company Act excludes an issuer whose outstanding securities (other than short-term paper) are beneficially owned by not more than 100 persons (250 for a qualifying venture capital fund) and that is not making a public offering. Beneficial ownership by a company generally counts as one person, except that if the company owns 10 percent or more of the issuer's outstanding voting securities and is, or but for 3(c)(1) or 3(c)(7) would be, an investment company, you count that company's security holders. (SEC, ABA Section of Business Law no-action letter, April 22, 1999, summarizing the National Securities Markets Improvement Act amendments to section 3(c)(1).) That counting exercise belongs on 3(c)(1) vs 3(c)(7). Do not run it in the LP portal.

If a sentence in a side letter says "look-through," read the rest of the sentence. One version is a reporting right. The other is a 3(c)(1) representation.

What LPs are actually asking for

Family offices, funds-of-funds, and RIA platforms already have a book. They need to map your vehicle onto names they hold elsewhere so they can measure concentration.

Typical look-through fields, when the documents allow them:

• Underlying issuer or fund name

• Asset type (direct equity, fund interest, cash)

• Cost and carrying value attributable to the LP, or at least to the vehicle

• Ownership percentage of the underlying (fully diluted only if you can defend the cap table)

• Vintage / initial close year of an underlying fund

• Geography or sector if you already tag it for the GP report

That is an extension of SPV reporting, not a replacement. The vehicle-level capital account still has to tie. Look-through is the appendix.

An SPV into a fund is the structure that generates the request most often: the LP's statement shows "ABC SPV LLC" and their IC wants "XYZ Partners III." Give them XYZ Partners III, the vintage, and their look-through NAV. Do not dump the entire fund PCAP unless the side letter requires it and the underlying GP permits it.

Who produces it

Fund administration is where the data lives: the investment book, the ownership register, and the close. Look-through is a reporting extract from that book, not a separate product. Tooling that helps GPs produce LP packs is covered in fund admin reporting tools; this page is the content of the extract.

Three constraints sit on the admin:

1. The underlying GP's reporting. If you are a feeder or a fund-of-funds, you cannot look through further than the underlying manager reports, on the calendar they report. Do not invent a company-level NAV the underlying fund has not issued.

2. NDAs and side letters of the underlying. Some funds prohibit naming portfolio companies to anyone who is not a direct LP. Your feeder LPs may get look-through to the fund, not to the companies. Write that limit into your own LPA so you are not in breach.

3. Valuation basis. Label cost vs last-round vs GP fair value. Mixing them in one column is how LPs double-count a mark-up.

Allocations administers SPVs and funds ($9,950 one-time Standard SPV, $19,500 Premium SPV, $19,500 per year per fund, 0% platform carry). Look-through fields are only as good as the investment book the GP maintains.

What look-through reporting is not

On Form PF, advisers include the value of private-fund investments in other private funds when testing reporting thresholds. For a fund that invests 80% or more of its assets in other private funds (and otherwise holds only cash, cash equivalents, and currency hedges), the adviser completes only Section 1b for that fund. Trading vehicles are identified and reported on an aggregated look-through basis; other private-fund investments are generally not looked through unless a question says so. (SEC, Form PF, Instruction 7, SEC 2048 (4-25).) That instruction is for the SEC. It is not your LP pack.

A domestic partnership still furnishes K-1s on the IRS clock (Form 1065 generally due the 15th day of the 3rd month after year-end; March 16, 2026 for calendar-year 2025). (IRS, Instructions for Form 1065 (2025).) A look-through holdings file does not replace a K-1.

How GPs should write the right into the documents

If you intend to provide look-through, say so in the LPA or OA:

• To whom. All LPs, or only LPs above a commitment size, or only LPs whose side letter asks.

• Of what. Underlying funds only, or companies, or both.

• How often. Tied to the vehicle's reporting date, not "on request by email."

• What you will withhold. Information the underlying manager restricts; personally identifiable LP data; unaudited marks you have not adopted.

If you do not intend to provide company-level look-through, say that too. Institutional LPs will ask in diligence. A clear "no" is cheaper than a verbal "we'll see what we can do" that becomes an audit comment.

Preferential look-through for one LP — a side letter that delivers company names to one family office and a vehicle-only PDF to everyone else — is a commercial choice. After the 2023 private-fund adviser rules were vacated (National Association of Private Fund Managers v. SEC, No. 23-60471, 5th Cir. June 5, 2024), there is no surviving Advisers Act "preferential treatment" rule that forces you to offer the same reporting to all LPs. Fiduciary duty, the LPA's MFN clause, and your Form ADV brochure still exist. Counsel, not this page, tells you whether a one-off look-through letter is a problem.

Feeder, fund-of-funds, and SPV: three extracts

Master-feeder. The feeder's only asset is the master (plus cash). Look-through for feeder LPs is the master's portfolio. Produce one master pack and a feeder capital account. Do not write two valuation policies.

Fund-of-funds. Look-through is a list of underlying funds, not a look-through of every underlying company unless the underlying GPs allow it and you have the staff to maintain it. Quarter-end will lag because you wait on those GPs.

Deal SPV. Look-through is usually one name. Still produce it. LPs who sit in many SPVs need a column they can concatenate. A PDF letter that buries the company name in paragraph four is not look-through reporting.

Registered advisers that treat an investment SPV as a separate pooled vehicle can owe that SPV its own custody-rule audit path. That audit is still not the look-through extract.

What is fund look-through reporting?

It is the LP-facing view of assets held under an SPV, feeder, or fund-of-funds: names, cost, carrying value, and the LP's attributable slice, to the extent the documents and any underlying manager allow. It sits next to the capital account, not in place of it.

Is look-through reporting required by the SEC?

Not as a standalone LP report. Form PF has look-through instructions for certain adviser filings, and the custody rule can require audited financials of a pooled vehicle. Company-level LP transparency is contractual. The vacated 2023 quarterly-statement rule does not apply.

Does look-through reporting change 3(c)(1) counting?

No. Reporting names to LPs does not, by itself, change who is a beneficial owner of the issuer. The 10% voting-security look-through in section 3(c)(1) is a separate test. Run it with counsel on the cap table, not on the PDF.

Give LPs the names they need to book the position. Keep the statute on the statute's page.