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Real Estate Funds

The Goulston & Storrs Real Estate Funds Group is an interdisciplinary group of attorneys combining the real estate, business, securities, tax, ERISA and entity (corporate, partnership, limited liability companies) expertise necessary to represent the different types of real estate funds in all aspects of their operations. Our attorneys represent Funds in their formation and capital raising, as well as both foreign and domestic investors in Funds. We are experienced in the various asset classes, bringing together as a team, both the technical expertise and the business approach necessary to help our clients achieve successful fund raising efforts.

Our clients include Funds formed for the purpose of investing in a variety of real estate opportunities, including equity real estate, real estate operating companies, real estate related debt instruments, mezzanine lending and foreign investment opportunities, as well as Funds investing in other Funds (“Funds of Funds”). Investors in these Funds include public and private pension funds, foundations, endowments, corporations and other institutional investors, as well as high net worth individuals and foreign investors - both institutional and individual. Our clients include Funds formed as limited liability companies, partnerships and trusts and include Funds investing in both foreign and domestic assets.

We advise our clients in connection with the appropriate Fund structures and the placement of Fund interests, the general structure and operations of the Funds, and in the myriad of compliance requirements. This advice includes the preparation of placement memoranda, limited partnership agreements, limited liability company agreements and other Fund organizational documents, subscription agreements, and all other necessary offering and organizational material.

We regularly provide counsel with regard to matters arising under US and foreign tax regimes, including the use of private REITS and leveraged blockers, parallel Funds (whether established for tax, regulatory or other reasons), ERISA, and federal and state securities laws, including the Investment Advisers Act and applicable exemptions under the Investment Company Act. We also provide advice to Fund sponsors on tax, securities and other issues relating to the Fund sponsor’s organization and its internal compensation and "carried interest" arrangements for Fund managers and employees. On an on-going basis we provide, or help Fund sponsors create, compliance programs for REIT tax and unrelated business taxable income and various regulatory and other requirements applicable to a Fund, as well as compliance with the contractual, ERISA and tax investment requirements of a Fund.

Real Estate Fund Investment Types

  • Affordable housing
  • Distressed Debt
  • Hotels
  • Multifamily housing
  • Office
  • Retail
  • Urban Development

Representative Projects and Transactions

  • Representation of a foreign institutional investor as lead investor in several different types of real estate funds, including one sponsored by a public REIT.
  • A fund with a series of private REITs, primarily for Taft-Hartley plans.
  • Creation for a foreign investor of a single structure using parallel investments with a US fund that provides tax efficient investing in the dual debt and equity investment targets of the US fund.
  • New England Teamsters and Trucking Industry Pension Trust in setting up a $100M fund for real estate investments.
  • Formation of a $75M real estate investment fund.
  • Three funds - $225M fund and two $600M fund with US and foreign investors to make subordinated loans, primarily for land development and sales, and condominiums in the US.
  • A $250M fund for the acquisition of high quality hotels across the United States, which included two separate private offerings: one co-sponsored with a major New York investment bank in which the investors are corporate and governmental pension plans, and another to raise a portion of the sponsor investment from high net worth individuals.
  • Formation of a private REIT and related limited partnerships with capitalization of approximately $150M, provided primarily by corporate and governmental pension plans, for the acquisition of office, retail and multifamily properties throughout the United States.
  • Formation of a fund for banks desiring a Community Reinvestment Act ("CRA") qualified investment. The fund will acquire existing federal government subsidized affordable housing properties and will rehabilitate and recapitalize properties.
  • Creation of a fund for New Markets Tax Credit investments.
  • Formation of a leveraged Fund of Funds formed for the purpose of investing in other real estate funds.

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