Morris Manning & Martin, LLP

Funds & Alternative Investments

Morris, Manning & Martin’s Funds & Alternative Investments Practice utilizes an interdisciplinary approach to serve the wide-ranging needs of our clients.  It is dedicated to the representation of all forms of alternative investment entities that raise and deploy capital.

Members of the practice, including the firm’s Capital Markets, Real Estate Capital Markets, Timberland, EB-5, Public Fund, and Tax Practices, work together to meet clients’ requirements to create the optimal structure to suit the investment needs of our clients and their investors.  This process commonly involves a complex interaction of various legal disciplines, including international and domestic tax; corporate finance; securities regulation; joint ventures; ERISA; and financial services regulatory requirements relating to the nature of the chosen vehicle, be it a public or private REIT, a closed-end investment fund (with or without parallel investment vehicles), a business development company (BDC), an open-ended investment fund, a separate account arrangement, unit trust, institutional group variable annuity arrangement, or common contractual fund.

Our attorneys possess excellent professional credentials and expertise in drafting operating agreements, disclosure documents, charter and other organizational documents, registration statements, fund agreements and other documents ancillary to structuring and establishing investment vehicles and offering interests.  They understand and have experience in securities laws and in the preparation of disclosure documentation. They also have a firm grasp of the key tax and ERISA issues, such as UBTI, ECI, FIRPTA and treaty tax regimes, as well as REOC and VCOC exceptions to the plan asset regulation, that affect how funds are structured and whether flow-through entities, blocker entities, or a combination are used. The group’s Tax members have experience with tax credit investment funds, including Low-Income Housing Tax Credits, Rehabilitation Credits, Energy Credits, NMTC, and conservation easements. 

Our fund representation includes the entire spectrum of investment strategies in terms of both business strategy and asset type.  For example, in the real estate funds arena, we represent core, value-added and opportunity funds, as well as debt funds, sector-specific funds (such as hospitality, timber, agriculture, multifamily, and industrial funds), and geographically focused funds.  We also represent securities hedge funds and funds that focus on structured finance products.  We represent fund sponsors and also represent family offices and institutional investors in connection with their fund investments, including insurance companies, ERISA and government pension plans, financial institutions, sovereign wealth funds, endowments, and other tax-exempt organizations.

Key Services:

  • Establishing a fund-management platform;
  • Fund structuring and formation;
  • Advising on marketing and investor relations;
  • Financing;
  • Compensatory issues for key personnel;
  • Negotiating service provider relationships;
  • Negotiating and executing investment acquisitions;
  • Regulatory registration and compliance;
  • Fund restructuring; and
  • Dissolution

Another major aspect of our Funds & Alternative Investments Practice involves the effective use of joint ventures to structure transactions.  The breadth of our tax, ERISA, corporate, and real estate experience enables us to effectively represent a broad array of clients consisting of private equity funds, public and private REITs, tax-exempt organizations, other institutional investors, and major developers in connection with their formation, structuring, and acquisition and disposition activities.

Representative Transactions

  • Counsel to major U.S. and international investment funds to comply with ERISA and VCOC rules and regulations to avoid “plan asset” treatment under the DOL regulations.
  • Counsel to a private BDC that is registered with the SEC while raising capital through a private offering.
  • Counsel to publicly registered non-traded interval funds in filings with the SEC.
  • Counsel to the sponsor of a second fund targeting a $500 million raise with a focus on industrial properties in selected target markets throughout the U.S.
  • Counsel to the sponsor in its seventh fund, a $300 million fund formed to acquire multi-family residential properties throughout the U.S.
  • Counsel to the sponsor of a $35 million first time fund formed to make up to $500 million of joint venture investments with institutional financial partners (including leverage).
  • Counsel to $310 million specialty fund comprised of institutional investors that include state and local pension plans and university endowments.
  • Counsel to publicly registered non-traded BDCs in filings with the SEC, FINRA and state regulators.
  • Counsel to €500 million fund that includes university endowments and Fortune 500 Company pension plans.
  • Counsel to a €120 million Luxembourg regulated investment fund for European investors investing in global timberland opportunities.
  • Counsel to KeyBank in connection with investment in $300 million institutional fund.
  • Counsel to group of multibillion-dollar institutional real estate funds with respect to acquisition of properties within and outside the U.S., including advice as to tax and ERISA matters with respect to tax-exempt investors.
  • Counsel to sponsor of $100 million programmatic joint venture with a state pension plan.
  • Counsel to SunTrust Bank in connection with investments in institutional real estate funds.
  • Counsel to a global specialized insurance company in connection with its investments in a variety of private equity funds.
  • Counsel to numerous sponsors with respect to hundreds of single property and multi-property joint ventures with state pension plans and other institutional investors.
  • Counsel to numerous sidecar funds ranging in size from $20 million to $100 million.
  • Counsel to an international financial institution’s Structured Asset Finance Group in regard to timber-related fund matters.
  • Counsel to a U.S.-based asset manager in the formation of a $300 million global timberland fund for a Dutch pension fund.
  • Counsel to a U.S.-based asset manager in the formation of a $200 million specialty fund for a Danish pension fund.
  • Counsel to $10 million venture capital fund.
  • Counsel to numerous hedge funds with various investment strategies.
  • Counsel to a variety of international private equity funds involved in varying sectors involving U.S. and non-U.S. securities, privacy laws and the LP side letter negotiation process.
  • Counsel to LPs investing in alternative investment vehicles including private equity, real estate, hedge funds and venture capital.
back
to
top

Areas of Expertise

EB-5 / Immigrant Investor Program Investments

View our people with this expertise »

The EB-5 Immigrant Investor Program was created by Congress to stimulate the economy through job creation and capital investment.  Our attorneys regularly represent EB-5 regional centers with their formation, structure and securities offering matters, as well as providing comprehensive representation surrounding the EB-5 project itself to ensure compliance with U.S. Citizenship and Immigration Services (USCIS) rules and regulations. Our EB-5 experts also represent  developers and other businesses seeking both debt and equity capital from EB-5 investment.  Our EB-5 team uses a collaborative approach to analyze the multidisciplinary issues that arise in connection with EB-5 projects, and to create appropriate structures for the projects and securities offerings.

Public Funds

View our people with this expertise »

The attorneys on our Public Funds team represent closed-end funds, interval funds, and business development companies, as well as affiliated investment advisers, unaffiliated investment sub-advisers and underwriters in their interactions with the SEC, FINRA, and state regulators. On the transactional side, our attorneys assist our public fund clients in raising capital in the private and public markets through the drafting of registration statements or offering circulars, preparing or reviewing compliance materials, and other matters required by the federal securities laws.  We also assist our public fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940.  On the regulatory side, our attorneys prepare or review board materials, reports to shareholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC). Our attorneys have been involved in numerous listed and non-listed offerings of BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.   

Real Estate Capital Markets (REITs)

View our people with this expertise »

The Real Estate Capital Markets Practice at Morris, Manning & Martin serves clients in accessing the capital markets. Our lawyers have assisted clients in raising billions of dollars for deployment in real estate ventures. We represent real estate developers and operating companies, financial institutions, pension funds, institutional investors, investment advisors and asset managers with respect to their real estate investments, both in the U.S. and abroad. Our investment and development work touches every real estate asset class, including affordable housing, brownfield, condominium, hotel, industrial/distribution, mixed-use, multifamily, office, resort, retail, student housing, and timber.

Market Innovators

As dealmakers and innovators, our Real Estate Capital Markets Practice routinely structures, negotiates, documents and closes private and public equity offerings for REITs, real estate limited partnerships, timber funds, strategic joint ventures, debt funds, tax credit funds, bond financings and UPREITs. We add a comprehensive knowledge of the real estate industry, key industry contacts and a multidisciplinary approach to the sophisticated legal and financial issues that drive complex real estate transactions. Because of the depth of our practice, we bring our clients practical knowledge of the current thinking on complex securities, tax, environmental, bankruptcy, ERISA and technology concerns that drive deals.

Collaborative Synergy

Our lawyers look beyond just the legal issues facing our clients in order to understand and counsel our clients on the critical business issues confronting them. By doing so, we become valued business partners. In our Real Estate Capital Markets Practice, we live by the credo that our clients’ success is the only true measure of our success. We are with our clients for the long term as they grow and diversify in order to meet the challenges of an ever-changing and increasingly competitive market environment. We are leaders in the field, crafting unique legal solutions to complex issues. We add value to our clients’ businesses with our focus on strategic relationships and our ability to use our goodwill with regulators and other business leaders to our clients’ advantage. We facilitate critical introductions and ongoing communication between sources of capital and key development partners.

Transaction Guidance

Drawing on our broad and diverse experience, we are able to design and implement cutting-edge deal structures. Because we represent some of the nation’s largest financial institutions, pension funds, timber funds, institutional investors, investment advisors and asset managers, we know what the markets will accept and can advise our clients accordingly. Whether conducting a $3.3 billion REIT public offering, buying, capitalizing and financing a $300 million destination golf resort development community, handling all aspects of a $250 million in-town brownfield mixed-use multiphase development, handling installment sales of large-scale timberland dispositions, or representing a multibillion-dollar institutional investment fund in its investments and tax planning in offshore hotel and condominium resorts, our lawyers bring an unparalleled level of experience to the full spectrum of real estate transactions.

Public Funds

Our attorneys represent REITs, closed-end funds, interval funds, and business development companies, as well as affiliated investment advisers, unaffiliated investment sub-advisers and underwriters in their interactions with the SEC, FINRA, and state regulators. On the transactional side, our attorneys assist our public fund clients in raising capital through the drafting of registration statements or offering circulars, preparing or reviewing compliance materials, and other matters required by the federal securities laws.  We also assist our public fund clients in the preparation and review of periodic reports filed pursuant to the Securities Exchange Act of 1934 or the Investment Company Act of 1940.  On the regulatory side, our attorneys prepare or review board materials and reports to stockholders, provide advice relating to fund governance matters, draft exemptive and no action relief requests, and advise clients on technical matters relating to the Investment Company Act of 1940 and the Investment Advisers Act of 1940, as well as requirements related to qualifying as a regulated investment company (RIC). In addition to representing numerous REITs and real estate funds, our attorneys have represented listed and non-listed offerings of BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.   

Securities Regulatory Compliance

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents,can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940.  In addition, many types of investment vehicles, including publicly registered but non-listed REITs and BDCs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.  For our issuer clients, we also assist in developing robust compliance policies and procedures to ensure compliance with the federal securities laws, including a compliance manual, code of ethics, valuation policies and procedures, and co-investment guidelines.

Full Cycle Representation

MMM’s Real Estate Capital Markets attorneys assist REIT clients in every aspect of their operations, from formation to exit strategy. Our team has assisted REIT clients with listing on a public exchange, structuring a sale or merger of the entire portfolio, and managing an orderly sale of properties and assets. For example, our team recently represented a non-listed REIT in its acquisition of a real estate investment platform and subsequent listing on the NYSE, a transaction valued at over $12 billion. Our attorneys also served as special counsel to the publicly listed REIT in its subsequent merger with another publicly listed REIT, a transaction with an estimated value of $21.5 billion, the largest in its sector. The MMM team also recently advised a special committee of a listed REIT board of directors in a potential merger transaction. In these types of transactions, our team advises on all aspects, including unique tax and corporate governance matters. Whether representing the external advisors, special committees, or the REIT itself, our team works closely with our clients to select the best disposition option or combination of options that maximizes shareholder value.

Key Services: 

  • Blind pools
  • Bond financing
  • Credit enhanced financing
  • Debt funds
  • Direct participation programs
  • Down REITs
  • Follow-on offerings
  • Industrial development
  • Initial public offerings
  • Listed REITs
  • Non-listed REITs
  • Partnerships & joint ventures
  • Private REITs
  • Private placements
  • Public funds
  • Real estate funds
  • REIT M&A
  • Syndicated loans
  • Tax allocation bonds
  • Tax credit funds
  • Tax-exempt development
  • Timber REITs
  • UPREITs

Securities Regulatory Compliance

View our people with this expertise »

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents, can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, and the Investment Advisers Act of 1940.  In addition, many types of investment vehicles, including publicly registered but non-listed REITs and BDCs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA.  Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently.  For our issuer clients, we also assist in developing robust compliance policies and procedures to ensure compliance with the federal securities laws, including a compliance manual, code of ethics, valuation policies and procedures, and co-investment guidelines.

Timberland

View our people with this expertise »

The Timberland Investments and Forest Products Practice at Morris, Manning & Martin consists of an integrated team of experienced lawyers from multiple disciplines that focus on the legal needs of businesses, financial institutions, individuals and investors in the timber and forest products industries. Lawyers in our Timberland Investments and Forest Products Practice primarily pull from the Corporate and Commercial Real Estate Practices and have extensive experience in the application of tax, fund formation and investor relations to the timberland and forest products industries.

Industry Focus

We believe that a thorough understanding of our clients’ operations and long-term business strategy is essential to effective representation. Our industry background, knowledge, experience and contacts are invaluable in serving the needs of our clients.

Full-Service Representation

Our lawyers represent investors, owners and managers in timber transactions involving millions of acres of timberland throughout the U.S., South America, Africa and Asia. We work with companies and institutions nationwide in the ownership, operation and finance of corporate owned real estate. We also address issues related to capturing the tax advantages of timber investments, depletion issues, planning for exempt investors, “pass through” vehicles and deferral opportunities, as well as various timber taxation issues ranging from the valuation of timberland for the purpose of gift tax and charitable contributions, to the allocation of basis of purchased land and timber, to the loss of mature timber from natural causes and infestation.

TIMO Representation

The central element of our Tmber Practice is the representation of TIMOs, which involves three primary components: (1) transactional corporate and real estate advisory services, (2) client liaison services and (3) compliance services. Transactional services include advising on deal structure and negotiating and coordinating acquisitions and dispositions. Client liaison services involve primarily the capital formation process: negotiating investment management agreements, handling private placement offerings of collective investment funds and rendering advice on choice of entity and formation of investment vehicles. Lastly, compliance services include organization maintenance and tax advice on the reporting of operations.

Much of our TIMO representation is international in scope, as an increasingly greater proportion of capital sources are foreign in nature and a significant number of the timberland acquisitions are in foreign countries. Our lawyers have extensive networks within most of the countries where our clients operate and plan to operate and have developed a strong comparative knowledge of the legal and tax systems of those countries.

REIT Representation

As the popularity of timber as an asset class has grown, interest in providing timber investment opportunities at the “retail” level has emerged. Changes to the tax code have made the use of real estate investment trusts (REITs) a viable option for accessing retail investor capital for timberland investments, as the capital raised by REITs are used to acquire timberland and distressed forest products companies.

Foreign Experience

As timber investors have expanded their investment horizons overseas, we are called upon regularly by clients to assist them with investments in Central and South America and around the world (including Brazil, Uruguay, Argentina, Paraguay, South Africa, Hungary, Romania and Latvia). We are generally responsible in these deals for the selection and monitoring of local counsel, negotiation of basic deal terms, choice of entity and tax structure analysis and the overall responsibility for ensuring that the transactions are conducted in accordance with our clients' corporate objectives, basic policies and core philosophies.

Supply Agreement Representation

We have from inception represented clients in the negotiation of wood and fiber supply agreements as a regular part of our practice. In the past few years, however, we have prepared and negotiated supply agreements for energy plantations in Central and Eastern Europe, established biomass projects and supply agreements in Brazil, and negotiated biomass supply agreements between U.S. producers and European buyers.

Key Services:

  • Advise clients with respect to large domestic and international timberland acquisitions
  • Provide structural and tax advice on both domestic and international timberland transactions
  • Advise clients as to the formation and operation of international timberland investment funds
  • Represent institutional (including REITS and pension funds) and high net worth individual investors with respect to all phases of the formation and operation of international timberland investment funds and other such domestic and foreign timberland investments
  • Regularly represent financial institutions providing structured finance and other financial solutions to the forest products industry