Real Estate Funds


Real Estate Funds

We represent experienced real estate fund sponsors as they operate and grow their real estate fund businesses. We also assist new sponsors with an end-to-end solution to address all issues involved in starting a real estate fund.

Our real estate funds group draws upon the extensive experience of its members to structure, form, and represent real estate funds. The attorneys who are members of the real estate funds group have broad experience with real estate finance, securities, private equity, tax, ERISA, entity formation, and transactional expertise that is vital in representing real estate funds. Our experience includes a deep understanding of 1933 and 1934 Act compliance, Investment Company Act issues, and federal income tax issues, including ERISA, UBTI, and FIRPTA requirements. We work closely with sponsors of private real estate funds and joint ventures, foreign and domestic investors, investment advisors, and securities broker-dealers. We counsel established real estate investment sponsors seeking to launch funds, entrepreneurial clients seeking joint venture partners to finance emerging opportunities, and private investors seeking to participate in the foregoing.

Our real estate funds group understands that the legal, tax, accounting, and operational issues connected with starting a real estate fund can be intricate and complex. Our group not only possesses the technical capabilities required to assist clients in navigating their legal issues, but also has the business and transactional experience necessary to assist our clients as they seek to successfully raise capital and operate their businesses. We strive to make the process as straightforward as possible and add as much value as possible by offering competitive fees, ensuring that each transaction is handled by an experienced member of our real estate funds group, and emphasizing responsive client relationships.


We provide the following services in connection with the formation and operation of real estate investment funds:

  • Assist our clients in connection with their determining investment objectives and defining associated risks
  • Advise on the appropriate real estate fund structure and operations, together with any related compliance issues
  • Preparation of confidential private placement memoranda, limited partnership agreements, limited liability company operating agreements and other fund organizational documents, subscription agreements, and all other necessary offering and organizational materials
  • Counsel in connection with the private placement of interests in real estate funds including the preparation of SEC Form D and “blue sky” filings
  • Provide advice and counsel concerning all marketing, pitch books, and other promotional materials in compliance with Regulation D (general advertising and solicitation issues)
  • Prepare and review various other agreements that are ancillary to the operation of a real estate fund
  • Advise regarding state and federal laws affecting real estate funds including broker-dealer regulations, ERISA, tax matters, the Investment Advisors Act of 1940 and the Investment Company Act of 1940
  • Assist in establishing relationships with fund administrators, accountants, and other service providers needed when starting a real estate fund


We can also provide the following services to our clients on an ongoing basis:

  • Prepare investor correspondence on behalf of the real estate fund and sponsor
  • Prepare updates on events, new laws, and regulations that impact real estate fund formation and operation
  • Advise regarding SEC and tax matters affecting real estate investment funds
  • Advise regarding real estate fund investor qualifications
  • Ensure compliance for real estate funds with state “blue sky” laws
  • Represent real estate funds and their managers in connection with arbitrations and investigations, including matters before the SEC
  • Assist in the creation of compliance programs related to various regulatory requirements, as well as compliance with contractual, ERISA, and tax investment requirements applicable to real estate funds
  • We are also available to assist our clients with their ongoing transactional needs, serving as a single contact point for legal advice and support


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