Morris, Manning & Martin’s Fund Formation Practice experience includes formation of real estate funds, private equity funds, timber asset funds, venture capital funds, hedge funds, funds of funds, leveraged buyout funds, mezzanine funds, emerging market funds, life settlements, non-U.S. mutual funds and other alternative investments.  We have formed funds under the laws of numerous jurisdictions and are experienced in particular issues associated with various structures such as limited partnerships, limited liability companies, unit trusts, international business companies, exempted companies, UCITS, SICAVs, SARLs and FCPRs. We routinely counsel the general partners, investment advisers, brokers, administrators, and custodians of these funds.

Our lawyers are particularly capable of assisting clients with respect to the tax and economic issues associated with these investments. We advise clients on special issues faced by different classes of real estate investors, foundations, endowments, REITs and non-U.S. investors, including unrelated business income tax (UBIT), debt-financed acquisitions and deal activity. Our lawyers have advised numerous sponsors of real estate funds with respect to tax issues.

Members of our practice include recognized legal thought leaders with respect to tax, ERISA, and securities law issues relevant to fund formation.  Many of our clients in this area are subject to ERISA or similar state laws and are also tax-exempt organizations.  As a result, our team follows an integrated model that involves both ERISA and tax review of each assignment where relevant to the client.  Our securities lawyers handle co-investments and issues relating to dispositions of securities, while our finance lawyers represent investors in a wide range of privately placed debt transactions.

Representative Transactions

• Special tax counsel to AIG Global Real Estate with respect to U.S. and foreign funds.
• Counsel to Netherlands-based life settlements fund in connection with tax structuring and regulatory issues.
• Counsel to $310 million hospitality fund comprised of institutional investors that include state and local pension plans and university endowments.
• Counsel to 500 million Euro fund that includes university endowments and Fortune 500 company pension plans.
• U.S. counsel to Luxembourg-based life settlements fund.
• Tax, regulatory, and securities counsel to U.S.-based life settlements fund raising $200-$400 million for purchase of life settlements.
• Counsel to KeyBank in connection with investment in $300 million institutional fund.
• Counsel to large German and U.S.-based life settlement providers in connection with fund formation activities.
• Counsel to group of multi-billion 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 SunTrust Bank in connection with investment in institutional real estate fund.
• Counsel to numerous side-car funds ranging in size from $20 million to $100 million.
• Counsel to Luxembourg-based global timberland fund offering $200 million in interests.
• Serve as counsel to U.K.-based company acting as fund manager to Luxembourg fund.