Morris Manning & Martin, LLP

Investment Funds

Private Funds. Real Estate Funds. Registered Funds. Business Development Companies. Closed-End Funds. Interval Funds. Private Equity Funds. Hedge Funds. Venture Capital Funds. Leveraged Buyout Funds. Mortgage and Mezzanine Debt Funds. Emerging Market Funds. Life Settlement Funds. Qualified Opportunity Funds.

We represent a broad spectrum of fund sponsors, distributors, investment advisers, placement agents, independent directors and investors. We employ an interdisciplinary approach to serve the wide-ranging needs of our clients, skillfully maneuvering through layers of regulation, tax issues, and market best practices. 

We work with our sponsor clients to assist them in structuring their investment vehicles (including the use of parallel funds, alternative investment vehicles, and blocker entities), operations, and compensation arrangements (including sharing of carried interest or other incentive compensation); raising capital through private or public offerings; negotiating side letters; drafting disclosure documents (private placement memoranda and registration statements); developing and maintaining robust federal securities compliance policies and procedures; and navigating relevant registration or exemptive provisions of applicable aspects of the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and the Commodity Exchange Act of 1936.

We work with our institutional investor, investment advisor, and asset manager clients in connection with registration, compliance, and ongoing operations, including the negotiation and approval of advisory agreements, the purchase and sale of advisers, and other matters.  We also represent independent boards in connection with their fiduciary obligations under the Investment Company Act of 1940 and state law.

We also work with institutional investors and family offices in negotiating and structuring their deployment of capital in investment funds.

In addition, our tax, ERISA, corporate, and real estate practices complement our core investment fund practice and enable us to work with our clients to be practical and strategic with their formation, structuring, and acquisition and disposition activities.


Areas of Focus

Private Funds/Fund Formation

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Our Fund Formation Practice experience includes the structuring and formation of real estate funds, private equity funds, venture capital funds, hedge funds, funds of funds, leveraged buyout funds, mortgage and mezzanine debt funds, emerging market funds, life settlement funds, timber asset funds, qualified opportunity funds (discussed below), and other alternative investments.  We work with fund sponsors in developing their product offerings, structuring their funds, reviewing investor presentation materials, drafting private placement memoranda, qualifying for applicable exemptions from the registration provisions of federal securities laws, creating subscription documents, negotiating and drafting fund organizational documents (e.g., limited partnership agreements), side letters, and the terms of parallel funds and alternative investment vehicles.  We have formed funds utilizing entities formed under the laws of numerous jurisdictions and are experienced in issues associated with various structures such as limited partnerships, limited liability companies, unit trusts, international business companies, exempted companies, UCITS, SICAVs, and FCPRs. We counsel the general partners, investment advisers, brokers, administrators, and custodians of these funds.  We have developed a particular expertise in working with first time fund sponsors and with fund sponsors desiring to transform their fund platforms from focusing on high net worth and family office investors to institutional investors.

Representative Transactions

  • Counsel to the sponsor of five hospitality funds with aggregate capital commitments in excess of $1.2 billion from institutional investors, including state and local pension plans, university endowments, universities, ERISA plans, funds of funds, and non-U.S. investors.
  • Counsel to sponsor in the restructuring of a $310 million specialty fund.
  • Counsel to $45 million specialty real estate fund formed to invest in mixed-use properties in a focused geographic area.
  • Counsel to the operating partner in a $300 million programmatic joint venture formed to acquire multifamily properties throughout the U.S.
  • Counsel to a sponsor of four “GP funds” targeting high net worth and family offices to invest in portfolios of multifamily properties.
  • Counsel to a sponsor of funds with over $6 billion of commitments in such funds’ programmatic joint ventures.
  • Counsel to a sponsor of debt funds focused on the hospitality sector with aggregate capital commitments of approximately $300 million.
  • Counsel to a €120 million Luxembourg regulated investment fund for European investors investing in global timberland opportunities.
  • Counsel to a national banks in connection with their investments in institutional real estate funds, tax credit funds, Community Reinvestment Act funds, Small Business Investment Companies (SBICs), and subscription lines.
  • Counsel to a global specialized insurance company in connection with its investments in a variety of private equity funds and the acquisition of a portfolio consisting of interests in multiple alternative asset funds.
  • Counsel to a German family office in connection with its investments in real estate funds and single asset joint ventures.
  • Counsel to several venture capital and private equity funds with commitments as low as $10 million.

Registered Funds

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Our Registered Funds team has represented numerous listed and non-listed offerings conducted by BDCs, closed-end funds and interval funds, both as issuer’s counsel and as counsel to the underwriters.

On the transactional side, our attorneys assist our registered fund clients in raising capital in the private and public markets through the drafting of registration statements or offering memoranda, negotiating investment advisory and distribution agreements, preparing or reviewing compliance materials, and other matters required by the federal securities laws. 

We also assist our registered 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, as applicable. 

On the regulatory side, our attorneys prepare or review board materials and 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).

Representative Transactions

Non-listed closed-end funds, interval funds and BDCs

  • Issuer’s and underwriters’ counsel to Stira Alcentra Global Credit Fund, a registered closed-end fund, in connection with its initial public offering.
  • Underwriters’ and Blue Sky counsel to NexPoint Capital, Inc., a BDC, in connection with its initial public offering.
  • Issuer’s and underwriters’ counsel to NexPoint Real Estate Strategies Fund, an interval fund, in connection with its initial public offering.
  • Issuer’s, Underwriters’ and Blue Sky counsel to First Capital Investment Corporation, a BDC, in connection with its initial public offering.
  • Up to $100 million Issuer’s counsel to Flat Rock Opportunity Fund, an interval fund, in connection with its initial public offering.

Private BDCs

  • Counsel to Parkview Capital Credit, Inc., a private BDC, in connection with its private offering of shares.
  • Counsel to Flat Rock Capital Corp., a private BDC, in connection with its private offering of shares.

Listed BDCs

  • Issuer’s and underwriters’ counsel for various initial public offerings and follow-on offerings.

Tax Credit and Tax-Driven Funds

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The group’s Tax members provide counsel and advice to investors, public agencies, community development organizations, private partnerships and developers engaged in tax credit investment funds. Our experience encompasses the entire range of available tax credit vehicles, including new markets tax credits, energy tax credits, low-income housing tax credits and historic tax credits. Our firm’s significant experience in real estate brings additional skills and understanding regarding the business needs of real estate and finance clients when navigating these complicated tax credit transactions. We have advised numerous sponsors of real estate funds with respect to tax issues.

Qualified Opportunity Funds

A new economic development program offers tremendous tax incentives that, so far, very few people know about. Any person who has recently participated in, or expects to participate in, a transaction generating a large capital gain can benefit significantly. Investing in specially designated “opportunity zones” (generally distressed areas nominated by each state’s governor) through Qualified Opportunity Funds can yield substantial additional returns on investment in the form of tax savings. Our Tax team is working to stay on top of developments regarding the new Subchapter Z of the Internal Revenue Code enacted under the Tax Cut and Jobs Act of 2017 and navigating opportunities with our clients.

Representative Transactions

  • Representation of sponsor in a $100 million qualified opportunity fund formed to invest in qualified opportunity zone property located throughout the country.
  • Representation of investor in a $15 million investment in a qualified opportunity fund acquiring raw land for ground-up construction.
  • Representation of sponsor in a $10 million qualified opportunity fund formed to acquire and develop a single multi-family property.
  • Represent Fortune 50 companies, publicly traded banks and insurance companies in connection with investments in multi-investor and proprietary affordable housing investment funds.
  • Tax advice relating to federal and state tax credits with respect to both credit enhanced and non-guaranteed affordable housing investment funds.