Investment Funds

Our Practice
We have advised clients with respect to all U.S. legal aspects of onshore and offshore private and offshore fund formation matters. Among other things, we have advised clients with respect to all U.S. aspects of post-formation legal matters, including Investment Company Act compliance matters (including money market fund/Rule 2a-7 compliance), 1934 Act compliance matters (Schedules 13D and 13G; Form 13F; Forms 3, 4, 5), Commodity Exchange Act compliance, and OCC compliance (primarily with respect to bank collective investment funds). We also have negotiated on behalf of our clients key fund transactions, such as derivatives (ISDA), securities lending and repurchase agreement documentation, as well as custody and distribution arrangements.

In addition to the U.S., we have the assistance of foreign counsel organized funds in many offshore fund jurisdictions, including Luxembourg, Ireland, the Cayman Islands, the British Virgin Islands, the Dutch Antilles, Bermuda, France, England, Australia, and Taiwan. We also have advised clients with respect to sales initiatives directed to investors in most European, Asian, Middle Eastern, and South American countries.

Our Clients
We represent U.S. mutual funds and their independent directors as well as sponsors of U.S. and offshore hedge funds and other types of collective funds.

Real Estate Fund Formation
Whether you are a first‐time sponsor of a fund or preparing a follow‐on offering, the legal, tax, and accounting issues associated with forming a real estate fund are complex. Raising capital, attracting investors, and implementing the best structure require a business-minded approach and seasoned legal expertise. Nutter is uniquely positioned to provide sophisticated counsel and pragmatic solutions for your fund’s investment, fundraising, governance, and compliance. Our interdisciplinary team will provide your fund with maximum flexibility designed to enhance your unique opportunity, from initial investment to operations and compliance to liquidation and exit.

Our Real Estate Fund practice advises private and public real estate funds in all aspects of domestic and international real estate investments, including formation, fundraising, and ongoing counsel. These investments range from:

• Office buildings
• Industrial properties
• Retail centers
• Apartment buildings/housing
• Medical/health care centers
• Equity interests in real estate opportunity funds
• Real estate operating companies
• REITs

Working closely with first-time and seasoned investors, real estate professionals and fund managers, we guide clients through the varied mix of legal and strategic challenges. Clients rely on our advice about the various alternative structures available and frequently engage us to:

• Draft limited partnership and operating agreements
• Counsel investors in capital raising efforts
• Prepare private placement memoranda
• Comply with SEC registration and reporting, tax and ERISA requirements

For each fund, we develop a tailored approach to meet each client’s strategic objectives, while designing the most advantageous structure to further the investment goals.

Clients regularly draw on the extensive experience and proven track record of Nutter’s tax, regulatory, and ERISA attorneys. They can help you determine whether it makes sense for your investment funds to elect to be taxed as a REIT (as opposed to a partnership), and if so, how to comply with the REIT tax rules. They also address the needs of your U.S. taxable investors, U.S. tax-exempt investors, and non-U.S. investors. Nutter’s nationally recognized real estate and environmental attorneys are also on your team, ready to advise you on acquisition, development, financing, and operation of commercial real estate, as well as on zoning, permitting, land use, environmental, and hazardous waste matters.

Finally, we have significant experience in organizing management companies, as well as subsidiaries and sister companies, for governance and tax efficiency, and can assist you in registering your management company with the SEC as an investment adviser and broker-dealer (if required for capital raising).