Tax Challenges With U.S.-Based Private Equity Fund Formation

Maximizing Benefits for Clients Given Diverse Investor Tax Objectives

Recording of a 110-minute CPE webinar with Q&A

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Conducted on Tuesday, June 17, 2014

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Course Materials

This course will provide tax advisors with a summary of basic fund prototypes, a comprehensive review of the principal U.S. tax objectives of the general partner and the fund manager, and explain the various categories of investors in a typical fund and location of fund.


The normal "flow-through" structures used by private equity funds can create U.S. tax problems for tax-exempt and non-U.S. limited partners of the private equity funds.

ATRA has significant impact on private equity deals, both in terms of investment strategy and compensation policy. Investors and fund managers must adjust their internal rate of return calculations to take into account the higher tax rates.

Our experienced panel of veteran tax advisors will identify opportunities to minimize your client's federal and state taxes when investing in private equity funds that include other differently situated investors with competing tax objectives.

Listen as our panel of tax veterans analyzes the different and sometimes competing tax preferences of fund investors and outlines best practices for minimizing tax impact and maximizing tax benefits for your client among the various investor groups of investment funds.



  1. Tax objectives of taxable U.S. investors
  2. Tax objectives of non-taxable U.S. investors (pension plans, endowments, other tax-exempt investors and governmental entities)
  3. Tax objectives on non-U.S. investors
  4. Tax objectives of sovereign investors
  5. Tax objectives of fund managers
  6. Fund structuring issues and options
  7. Impact of NII Tax


The panel will review these and other key points:

  • The impact of the American Tax Relief Act of 2012.
  • How the 3.8% Medicare tax can be minimized.
  • Structures for U.S. investors investing in U.S. and non-U.S. based funds.
  • Alternative approaches to both common and unique tax scenarios for tax professionals who regularly advise private equity funds and their investors.


Joshua V. Azran
Joshua V. Azran

Azran Financial

Mr. Azran has expertise in public accounting, corporate finance, strategic management, financial restructuring,...  |  Read More

David Benz
David Benz

Rothstein Kass

Mr. Benz is a principal in Rothstein Kass’ Private Equity practice. He specializes in partnership taxation,...  |  Read More

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