Lanhing A Eal State Nd E Trategies Strtres And Erms Part .
pelawreport.comMay 5, 2020REAL ESTATELaunching a Real Estate Fund: Key Strategies,Structures and Terms (Part One of Two)By John D. Reiss and Nathaniel Marrs, DLA PiperThe structural, operational, legal andcompliance considerations relevant tosponsoring and managing private real estatefunds may be generally familiar for manyexperienced professionals in the PE or privatecredit sectors. There are, however, variouscharacteristics unique to the real estate assetclass that a fund manager needs to considerbefore expanding into a real estate strategyor launching a new real estate investmentmanagement business. Those differencesmanifest at all stages of the real estate fundlifecycle.This article describes key features of realestate funds and necessary considerationsfor fund managers considering pursuing thestrategy anew. This first article in a twopart series delineates real estate strategiesalong the risk-return spectrum; distinguishesbetween operator and allocator funds;identifies appropriate fund structures forthe various strategies; and describes certainother considerations. The second article willdetail relevant securities law considerationsand registration requirements; special taxconsiderations, particularly for U.S. tax-exemptinvestors and non‑U.S. investors; and variousother regulatory considerations.See our three-part series on PE real estatefunds: “Structuring by Investor Type and 2020 Private Equity Law Report. All rights reserved.Distinct Statutory Considerations”(Aug. 13, 2019); “Private REITs and OtherPotential Investment Vehicles” (Aug. 27, 2019);and “Unique Fund Terms and Notable TaxItems” (Sep. 3, 2019).Real Estate Fund Strategiesand Asset ClassesPrivate real estate fund managers typicallymarket their products and describe theirinvestment strategies according to a riskreturn spectrum that includes four primarycategories: “core,” “core-plus,” “value-add” and“opportunistic.”Core is viewed as the least-risky strategy withthe lowest return target (e.g., fully leased, highquality office buildings in primary markets),with opportunistic being the riskiest strategywith the highest return target (e.g., groundup development of a new residential complexin a secondary market). Core strategies focusprimarily on current income with relatively lowleverage. Further along the spectrum towardopportunistic strategies, the focus becomesmore on future cash flow and the potential forcapital appreciation from the improvementor development of properties – oftenaccompanied by higher amounts of leverage.1
pelawreport.comIn addition, real estate funds – and real estateinvesting generally – are often categorizedby reference to the targeted asset class.Some of the major real estate asset classesinclude multifamily, industrial, office, retailand hospitality. More specialized real estate,such as senior and student housing, has alsoattracted significant investor interest over thelast decade or so. Industrial has also been a hotsector in recent years, while retail is generallyviewed as being under significant marketpressure from technological and consumerpreference trends (e.g., the decline of brickand-mortar stores). That pressure is onlybecoming more pronounced with the impact ofthe current coronavirus pandemic.For more on the coronavirus pandemic,see “Former OCIE Private Funds ExaminerForecasts Potential SEC Response to FundManager Efforts During the CoronavirusPandemic (Part One of Two)” (Apr. 14, 2020);and “Withstanding the Coronavirus Pandemic:Business Continuity and Other OperationalRisks (Part Three of Three)” (Apr. 7, 2020).Another way real estate funds aredistinguished is between “operator” fundsand “allocator” funds. Operator real estatefunds are offered by sponsors that themselvesprovide local operating or developmentservices and expertise. In contrast, sponsorsoffering allocator funds invest alongside localoperators or developers, typically throughjoint ventures. Although operator funds havebecome quite popular with investors in recentyears, numerous allocator funds continue tobe offered by many prominent real estate fundsponsors that benefit from a preference amonglarger institutional investors for large sponsorswith established track records. 2020 Private Equity Law Report. All rights reserved.A final distinction among real estate funds isbetween investing in debt and equity. Debtfunds might originate or acquire interests inperforming or non-performing mortgages,for example, or in residential or commercialmortgage-backed securities.See “How Fund Managers Can NavigateEstablishing Parallel and Debt Funds inLuxembourg in the Shadow of Brexit andProposed E.U. Delegation Rules” (Jun. 14, 2018).Closed‑ or Open‑End?Private real estate funds can employ aclosed- or open-end structure. Closed-endfunds follow the familiar PE model with alimited fundraising period; investor capitalcommitments that are drawn down over time;a defined investment period and fund term;and no ongoing subscription or redemptionrights.Conversely, open-end real estate fundsgenerally have an indefinite life with evergreenpotential for subscriptions and redemptions(i.e., akin to hedge funds). Unlike typicalhedge funds that have full up-front funding ofinvestor subscriptions, an open-end real estatefund may maintain a capital commitment/draw-down mechanism that allows themanager to put investor money to work moregradually.For another context in which sponsorsconfront those decisions, see “What Must a PESponsor Consider Before Launching a PrivateCredit Strategy? (Part One of Two)”(Feb. 4, 2020).2
pelawreport.comIssues With Open‑End FundsWith any open-end structure, the liquidity ofthe underlying investments and available cashflow are key considerations. Given the relativelyilliquid nature of most real estate investments,open-end structures tend to fit only with coreor core-plus strategies that generate sufficientcash flow to pay redemptions, or real estatedebt funds with steady interest income orthat invest in more liquid, real-estate-relatedsecurities. Open-end real estate funds alsooften have robust lockups; early redemption feemechanisms; or the ability to defer redemptionrequests to, among other reasons, avoid therequirement to sell or refinance properties tomeet redemptions.In addition, valuation takes on addedsignificance for open-end funds, as investorstypically subscribe for and redeem interestsin funds based on their net asset value (NAV).That requires sponsors to maintain ongoingcalculations of the fair market value ofunderlying investments through appraisalsor other mark-to-market determinations.Similarly, open-end fund managers typicallyearn management fees and any incentive feesor carried interest based on a NAV calculation,thereby resulting in the unrealized appreciationof underlying investments playing a role in theirdetermination.That approach to valuations is very differentfrom a typical closed-end fund, where incentivefees or carried interest are determinedbased on the achievement of preferredreturns calculated by reference to investordistributions. Also, management fees in closedend funds are calculated based on investorcommitments or invested capital, each of whichis determined without regard for any unrealizedappreciation of underlying investments. 2020 Private Equity Law Report. All rights reserved.See “Correcting Alpha: Fundamental Flaws ofIRR and How Sponsors Can Avoid DistortedCalculations (Part One of Two)” (Nov. 12, 2019).Appeal of Hybrid and Closed‑EndFundsIn recent years there has been an increasingnumber of hybrid funds and other vehicles,which combine some features of open- andclosed-end funds. One example is “buildto-core” vehicles or funds that provide forthe long-term acquisition, development andoperation of properties. That example oftencontains a built-in conversion feature investorscan use after a property is fully developedto either retain their interests – usually ondifferent economic terms – or to sell theirinterests in the property.See “Operational and Tax Challenges of HybridFunds” (Nov. 5, 2019).Given all of the above, administering andmanaging an open-end real estate fund is amore complex undertaking that is generallymost attractive as a means to aggregate a largenumber of assets over a significant period oftime. As such, while the open-end structurecan be tempting and has some advantages,the closed-end structure is often a betterfit for smaller or emerging managers. Manyemerging fund managers also initially opt fora deal-by-deal structure (i.e., single-asset jointventures or managed accounts) to build a trackrecord and increase investor appetite for a firstcommingled, discretionary fund.See our three-part primer on deal-by-dealfunds: “Structural Overview and InvestorPerceptions Affecting Adoption” (Feb. 18,2020); “Key Fundraising and StructuralConsiderations” (Feb. 25, 2020); and3
pelawreport.com“Balancing Deal Uncertainty Against AttractiveCarry Opportunities” (Mar. 3, 2020).Other Considerationsare usually viewed by investors as part of amanager’s investment advisory function. Thosefees are normally subject to a management feeoffset of 50‑100%.Fund EconomicsAffiliate ServicesAs with other types of private funds, a realestate fund typically includes a managementfee and carried interest payable to the sponsor.Real estate fund managers, particularlyoperator fund sponsors, often realizeadditional revenue through the use of affiliatesto provide certain services for underlyingreal estate investments. Those services mayinclude property management; constructionand development management; and leasing orbrokerage services.For closed-end funds, a common managementfee is 1.5% of capital commitments during theinvestment period and 1.5% of invested capitalthereafter. Carried interest or incentive feesare typically 10‑20% of the fund’s profits, withan average preferred return across all fundtypes of 8‑9% and a GP catch-up (the GP/LP split for which can also vary). Europeanwaterfalls – requiring a full return of capitalplus preferred return before any carriedinterest is paid to the sponsor – are relativelycustomary, particularly for new sponsors.See “How Different Waterfalls Affect GPReceipt of Carried Interest (Part One of Two)”(Jun. 4, 2019).Management fees and carried interestvary widely for open-end funds, with themanagement fee percentage typically startinglower than for closed-end funds and chargedon the fund’s NAV. Also, open-end fundstypically do not charge carried interest, orcharge a rate – again, calculated on NAVwhere applicable – that is lower than in theclosed-end context. Like most private funds,fee discounts are often given to large or earlyclose investors.Finally, real estate funds may also have anothercategory of fees (e.g., break-up, monitoringand director fees) relating to services that 2020 Private Equity Law Report. All rights reserved.A key value proposition for verticallyintegrated real estate fund sponsors that offerthose types of affiliate services is that theservices would otherwise need to be providedby third parties but can be provided moreefficiently and effectively by those sponsoraffiliates. As such, the fees are generally notoffset against the sponsor’s management fee.Despite potentially benefitting realestate funds and their investors, affiliatearrangements present a potential conflictof interest if a sponsor is incentivized toimproperly maximize the additional revenuestreams for its own benefit and to thedetriment of the fund. The SEC is also keenlyfocused on the issue, and real estate managersusing affiliate service arrangements mustensure that specific and robust pre-investmentdisclosure describing any affiliate services isincluded in fund marketing materials and theirForms ADV, as applicable.See “Full Disclosure of Portfolio Company Feeand Payment Arrangements May Reduce Riskof Conflicts and Enforcement Action”(Nov. 12, 2015).4
pelawreport.comIn addition, it is advisable for sponsors toensure – and have back-up data to support –that fees paid by the fund to its affiliates areno less favorable to the fund than would beavailable from a third-party provider.Joint Venture ArrangementsAs noted above, the investment strategy formany real estate allocator funds often involvesentering into joint ventures with third-partyoperators or developers or, in the case ofoperator funds, with third-party capitalproviders (including allocator funds).The party acting as the operator or developerfor the underlying properties may serveas managing member and hold a 5‑10%equity interest in the joint venture entity,with the right to earn fees and performancecompensation or “promote.” Although jointventure partners are typically unaffiliatedwith the fund sponsor, those relationships andadditional fees should be adequately disclosedto investors.In addition to financial due diligence, fundsponsors are advised to vet potential jointventure partners for anti-money laundering(AML) issues. In addition, if an operator funditself is acting as local operator or developerfor joint ventures, the additional fees andcarried interest payable by the joint venturepartner are typically shared in whole or in partwith the operator fund itself (as opposed to thefund sponsor).For more on AML compliance, see “LessonsPrivate Fund Managers Can Learn From U.S.Bancorp’s Settlement of AML Violations”(Apr. 26, 2018); and “Survey Reveals ConcernsAbout and Shortcomings With AMLCompliance” (Nov. 16, 2017). 2020 Private Equity Law Report. All rights reserved.Leverage OpportunitiesFinally, due largely to the production ofrelatively durable cash flows, real estateinvestments can often be leveraged to agreater extent than many other types of PEinvestments. Leverage may be incurred at theasset level or at various levels above the assetin a typical real estate investment’s capitalstructure.See “Five Obstacles When Negotiating NAVFacilities and Potential Ways to OvercomeThem (Part Two of Two)” (Mar. 24, 2020).As such, most limited partnership agreementsfor real estate funds will contain leveragerestrictions that “look through” an investment’scapital structure and consider all sources ofleverage from the asset on up. The extent towhich leverage is restricted varies by strategy,with some core funds having a 30‑50% loanto-value (LTV) leverage limitation and someopportunity funds allowing for up to an 85%LTV leverage limitation. Sometimes lowerLTV levels are required for an overall fundlimitation, while higher levels may be allowedfor individual investments.Real estate loans also often contain otherterms that are atypical compared to loansentered into in connection with most othertypes of PE investments. For example, loansfor development projects will often requirecompletion guarantees to be provided by thefund, and loans for other types of projects willrequire the fund to enter into environmentalindemnity agreements and non-recoursecarveout guarantees. Those bespoke termsmust be addressed when formulatingappropriate leverage limitations and relatedrestrictions in the fund documents.5
pelawreport.comJohn D. Reiss is a partner in the New York officeof DLA Piper. He advises investment managerson all aspects of private fund formation andthe establishment of managed accounts, aswell as regulatory and compliance matters(particularly the Investment Advisers Act of1940); management company structuring;and general governance issues. In addition, herepresents sophisticated investors in connectionwith private investments across numerousalternative asset classes. His experience spansreal estate, PE, private credit, venture capitaland hedge fund strategies. He has also workedon real estate joint ventures, PE secondarytransactions, asset management M&A andregistered funds.Nathaniel Marrs is a partner in the Chicagooffice of DLA Piper. He represents domesticand international real estate fund sponsorsand other real estate owners and operators ina variety of corporate transactions, includingthe formation and structuring of PE realestate funds and management companies,joint ventures and operating companies. Histransactional experience includes real estateportfolio and single-asset acquisitions anddispositions; multi-jurisdictional M&A involvingreal estate investment trusts; and strategicinvestments in real estate investment managersand other real estate companies.The authors would also like to add a note ofthanks for the contributions to this articlemade by their colleagues Rich Ashley, AdrienneScerbak and Katie LaKoma. 2020 Private Equity Law Report. All rights reserved.6
pelawreport.comMay 12, 2020REAL ESTATELaunching a Real Estate Fund: Important Tax,Regulatory and Securities Law Considerations(Part Two of Two)By John D. Reiss and Nathaniel Marrs, DLA PiperAlthough many regulatory and tax issuesapply across the private funds industry, it isimportant for fund managers to be aware ofidiosyncratic issues related to each type ofunderlying fund asset. A fund strategy focusedon real estate can raise unique, material issuesduring the entire fund lifecycle, but particularlyduring the formation and fundraising phase.That includes certain tax issues for non‑U.S.and U.S. tax-exempt investors that areimplicated by owning real estate, as well asregistration obligations under securities lawsand related structuring considerations.This two-part series details criticalconsiderations for any fund managerconsidering a real estate strategy. This secondarticle summarizes relevant securities laws andthe corresponding registration requirements;notable tax considerations for U.S. tax-exemptinvestors and non‑U.S. investors; and otherrelevant regulatory considerations. The firstarticle identified several real estate strategiesalong the risk-return spectrum and the suitablecorresponding fund structures; distinguishedbetween operator and allocator funds; andhighlighted various other considerations whenestablishing real estate funds. 2020 Private Equity Law Report. All rights reserved.See “Roundtable Explores PE Trends Relatedto Emerging Managers and Real EstateInvesting (Part One of Two)” (May 21, 2019); and“Symposium Highlights Portfolio Managementand Global Trends for Private Equity and RealEstate Funds” (Jul. 2, 2015).Registration ConsiderationsSecurities ActSimilar to a typical PE fund or hedge fund,private real estate funds are generally offeredto investors pursuant to a private placementof the fund’s securities (i.e., interests in thefund) conducted pursuant to Rule 506(b) ofRegulation D under the Securities Act of 1933(Securities Act).Real estate fund sponsors are now permittedto employ general solicitation pursuant to Rule506(c) under the Securities Act (introducedas part of the JOBS Act in 2012). Most largersponsors do not prefer that approach for anumber of reasons, however, including theheightened obligation for sponsors to verify(e.g., through supporting documentation) theaccredited investor status of their investors(as opposed to relying on self-certificationsand a “reasonable belief” as to that status underRule 506(b)).7
pelawreport.comSee “Seminar Provides Fund Managers with aRoadmap for JOBS Act Compliance”(Nov. 8, 2013); and “SEC JOBS Act RulemakingCreates Opportunities and Potential Burdensfor Private Funds Contemplating GeneralSolicitation and Advertising” (Jul. 18, 2013).Advisers ActImpact of RegistrationIn addition to the issues surrounding a fundmaking a securities offering of its interests toinvestors, a real estate fund sponsor must alsoexamine whether its funds invest in underlyingsecurities. The answer to that thresholdquestion plays a critical role in determiningwhether the fund’s sponsor or manager isrequired to register as an investment adviserunder the Investment Advisers Act of 1940(Advisers Act) or with any states.Most PE sponsors are well aware that AdvisersAct registration is a meaningful undertakingin terms of time and resources. It requires thedevelopment of a comprehensive complianceprogram and the appointment of a CCO, alongwith public disclosure of a variety of aspects ofthe sponsor’s operations. It also subjects a fundsponsor to inspection by the SEC, and thoseinspections can lead not only to deficiencyletters but also SEC enforcement actions.See “What Fund Managers Should ConsiderWhen Hiring and Onboarding CCOs;Determining CCO Governance Structures (PartTwo of Three)” (Apr. 21, 2020); and “Benefitsof Having a Dual‑Hatted GC/CCO, andAlternative Solutions for Fund Managers (PartOne of Two)” (Apr. 30, 2019). 2020 Private Equity Law Report. All rights reserved.When Registration Is RequiredBy definition, an investment adviser providesadvice on the purchase and sale of securities.If the fund invests in securities, then thefund’s sponsor would in most cases be deemedto be providing advice – to the fund as itsclient – about the purchase and sale of thosesecurities. Also, if an adviser’s “securitiesportfolios” meet certain assets undermanagement (AUM) – i.e., generally over 100million AUM, or 150 million AUM if managingonly private funds – registration underthe Advisers Act is required. If those AUMthresholds are not met, then a state investmentadviser registration may still be required.A fee simple interest in real estate (e.g., 100%ownership of an office building) is not deemedto be a security. Other types of real-estaterelated investments are likely to be consideredsecurities, however, such as: more passive minority stakes in realestate buildings or projects;interests in publicly traded real estateoperating companies or real estateinvestment trusts (REITs); andmost debt investments.Generally speaking, the lower the ownershippercentage and the less control an investorhas over a property, the more likely it is thatthe investment would be deemed a security. Assuch, the analysis of whether a real estate fundsponsor needs to register as an investmentadviser under the Advisers Act centers on thenature of the sponsor’s targeted investmentsand the degree of flexibility desired for futureinvestment in securities.8
pelawreport.comWhether the sponsor uses managed accounts– as opposed to or in addition to commingledfunds – can also be an important consideration.Another factor is whether registration wouldbe viewed as beneficial from a marketingperspective. Notably, some investors (e.g.,public pension plans, particularly thoseadvised by larger consultants) have beenknown to consider Advisers Act registration aprerequisite for investment.See “Registration, Reporting, Disclosure andOperational Consequences for Fund Managersof the SEC’s New ‘Regulatory Assets UnderManagement’ Calculation” (Mar. 1, 2012).Investment Company ActIn all cases, private real estate fund sponsorswill want to avoid registration of the funditself as an investment company under theInvestment Company Act of 1940 (InvestmentCompany Act), even if the sponsor is aregistered investment adviser.If the fund invests only in real estate (i.e.,non-securities), then Investment CompanyAct registration would not be requiredbecause the fund would not fall within thedefinition of an investment company underthe Investment Company Act. If the fund doesinvest in securities, it could rely on Section 3(c)(1) or 3(c)(7) to avoid Investment Company Actregistration, as is generally the case with PEand hedge funds.Section 3(c)(5) of the Investment Company Actprovides an additional avenue for certain realestate funds to avoid Investment Company Actregistration. Specifically, it excludes any entityfrom the definition of investment companythat is primarily engaged in the business of“purchasing or otherwise acquiring mortgages 2020 Private Equity Law Report. All rights reserved.and other liens on and interests in real estate.”Historically, the SEC has interpreted thatprovision to mean at least 55% of the fund’sassets are in real estate investments, with atleast 25% of the remaining assets held in other“real-estate related interests.”The definition of “security” is co‑extensiveunder the Advisers Act and the InvestmentCompany Act, and any real estate fund managershould consider its Advisers Act status and thatof its funds under the Investment CompanyAct in tandem. For example, if the funds arerelying on Section 3(c)(1) or 3(c)(7) under theInvestment Company Act, it may be difficultto also assert that the fund manager is notadvising on the purchase and sale of securitiesfor purposes of the Advisers Act.In addition, the interplay between the AdvisersAct and the Investment Company Act may alsohave practical implications for who can investin a manager’s funds. For example, investors inany fund managed by a registered adviser thatcharges a performance fee must be “qualifiedclients,” which is generally a higher standardthan the “accredited investor” requirementunder Regulation D of the Securities Act. Thequalified client requirement is no additionalburden, however, for funds that requireinvestors to be “qualified purchasers” pursuantto Section 3(c)(7) under the InvestmentCompany Act, as any qualified purchaser is bydefinition also a qualified client.See “The Accredited Investor Definition:Proposed Changes and SEC CommissionerPerspectives (Part One of Two)” (Mar. 3,2020); and “SEC Order Increasing the DollarThreshold for ‘Qualified Client’ Status FurtherChips Away at the Utility of the 3(c)(1) FundStructure” (Aug. 19, 2011).9
pelawreport.comSimilarly, a real estate fund manager shouldcarefully consider where and how investmentsin its funds may be made by its principals andemployees in light of those securities regimesand the “knowledgeable employee” definitionin Rule 3c‑5 under the Investment CompanyAct. Specifically, the definition permits certainemployees to invest in a sponsor’s 3(c)(7) fundswithout being qualified purchasers, and in3(c)(1) funds of the sponsor without beingcounted for purposes of the 100‑person limit.The Advisers Act also includes similar relieffrom the qualified client requirement for thoseemployees.See “Ways Fund Managers Can Compensateand Incentivize Partners and Top Performers”(Dec. 14, 2017); and “SEC Clarifies Scope ofthe ‘Knowledgeable Employee’ Exception forSection 3(c)(1) and 3(c)(7) Funds” (Feb. 28, 2014).Tax ConsiderationsTax structuring for real estate funds is oftenmore complex than for a typical PE fund,particularly if a fund has U.S. tax-exempt ornon‑U.S. investors.UBTI IssuesOne of the primary sources of “unrelatedtaxable income” (UBTI) for U.S. tax-exemptinvestors investing in a real estate fund istaxable income generated by underlyingproperty investments subject to debt, known as“debt-financed property.” One way for certaintypes of qualified U.S. tax-exempt investors(e.g., pension plans and college endowments)to avoid UBTI from debt-financed propertyis by structuring the fund and its underlyinginvestment vehicles to comply with acomplicated set of tax allocation rules known asthe “fractions rule.” 2020 Private Equity Law Report. All rights reserved.For coverage of UBTI issues in the privatecredit context, see “Four Common FundStructures to Mitigate ECI Risks When a PESponsor Launches a Private Credit Strategy(Part Two of Two)” (Feb. 11, 2020); and “DirectLending Funds: Five Structures to Mitigate TaxBurdens for Various Investor Types (Part Twoof Two)” (Dec. 10, 2019).The fractions rule does not work for all U.S.tax-exempt investors, however, and UBTI canalso be generated by a real estate fund investingin properties with a significant operationalcomponent (e.g., hotels or senior housing) orin dealer properties (e.g., condominiums). Inthose instances, a fund may be able to avoidor minimize UBTI by owning the underlyinginvestments through one or more corporationsor private REITs, provided the REIT is not“pension-held,” including REITs used inconjunction with other entities and structures(e.g., taxable REIT subsidiaries and structuresfor senior living under the REIT InvestmentDiversification and Empowerment Act).In all cases, a real estate fund structured as apartnership for tax purposes must be careful toavoid or carefully manage any debt for whichthe fund or its subsidiaries acts as borrower,including fund subscription facilities.See “Trends in the Use of SubscriptionCredit Facilities: Structuring ConsiderationsNegotiated With Lenders and Important LPAand Side Letter Provisions (Part Two of Two)”(Feb. 7, 2019).FIRPTA RegimeNon‑U.S. investors investing in a real estatefund must pay careful attention to special taxrules covered by the Foreign Investment inReal Property Tax Act of 1980 (FIRPTA). The10
pelawreport.comFIRPTA regime generally imposes U.S. federalincome tax on gains from the dispositionsof “U.S. real property interests” by certainnon‑U.S. investors, including on dispositionsof U.S. real property interests held directly orthrough an entity treated as a partnership fortax purposes. Gains of non‑U.S. investors aretaxed as though the investors were engaged ina trade or business and constitute income thatis effectively connected with the activity.For more on FIRPTA, see “Tax Expert ProvidesInsight Into Recent U.S. Tax Court Decisionon Taxation of Foreign Investments in U.S.Partnerships” (Dec. 7, 2017).The requirement to file a U.S. tax return andpay branch profits tax may also apply to certainnon‑U.S. corporate taxpayers. To avoid thatissue, a real estate fund may invest throughone or more corporations, which may beleveraged to effectively reduce the corporatetax rate. Alternatively, the fund may investthrough private REITs, which are generally notsubject to U.S. federal income tax at the REITlevel, provided the REIT distributes 100% of itstaxable income and certain other requirementsare met.See “PE Real Estate Funds: Private REITs andOther Potential Investment Vehicles (Part Twoof Three)” (Aug. 27, 2019).A distribution made by a REIT – to the extentattributable to gains from dispositions of aU.S. real property interest (i.e., a capital gaindividend) – will generally be subject to FIRPTA,however, and considered effectively connectedincome, subjecting non-U.S.
characteristics unique to the real estate asset class that a fund manager needs to consider before expanding into a real estate strategy or launching a new real estate investment management business. Those differences manifest at all stages of the real estate fund lifecycle. Thi
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VCE English implementation briefings — participant workbook Unit 3 — Sample course plan In many schools it is the practice that English classes contain small numbers of EAL students. EAL students in combined English/EAL classes may require additional teaching time to work on
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