In a recent IRS Revenue Ruling addressing the tax treatment of management fees incurred in a "fund of funds" structure, the IRS's has severely restricted UPTs (upper tier partnerships) from obtaining tax benefits from management fees.

In a typical fund of funds structure, an investment is made by a limited partner into an UTP which in turn invests in several lower teir partnerships (LTPs). Both groups pay an annual management fee to an investment manager based on assets under management. Since each LTP was, on the facts assumed by the IRS, engaged in the trading of securities, the management fee is an ordinary and necessary business expense and can still recieve tax benefits.

More at; IRS Restricts Deduction of Fund of Funds' Management Fees