Tax Considerations in Structuring Private Equity Funds

Balancing the Competing Interests of Fund Investors When Structuring Investment Funds

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

Conducted on Thursday, May 2, 2013

Recorded event now available

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Program Materials

This teleconference will provide guidance on how to structure private equity and other types of funds, taking into account various factors, such as type of investor, type of fund, and location of fund.  The presentation will address fund manager issues, as well as fund investor issues.


One of the key issues to address is the competing tax preferences of different types of fund investors, including U.S. taxable, U.S. tax-exempt, U.S. government, non-U.S. taxable, non-U.S. pension funds, and non-U.S. sovereign investors.  Fund structures can include different approaches to using “blockers” and feeder funds to address these various interests and minimize U.S. taxes.

This program will also touch on structures typically used taking into account the type of U.S.-based fund, such as standard private equity, distressed debt, hedge, U.S. real property (FIRPTA), and Section 514(c)(9) structures for certain U.S. tax-exempt investors.

In addition to focusing on U.S.-based funds, this program will discuss structures for U.S. investors investing in non-U.S. based funds, including PFIC issues, investing into Europe through Luxembourg, and Canadian issues.

This program will further address hot current issues, such as FATCA for non-U.S. investment entities and investors; the new 3.8% Medicare tax’s impact both on fund managers and fund investors; and carried interest legislative proposals.

The program will conclude by providing an overview of typical investment fund documents and tax provisions, such as those addressing effectively-connected income (ECI), unrelated business taxable income (UBTI), and publicly-traded partnership (PTP) transfer provisions.

Listen as our authoritative panel of practitioners analyzes the different and competing tax preferences of fund investors and discusses best practices for structuring investment funds to accommodate the myriad interests of these investors.



  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


The panel will review these and other key questions:

  • What are the competing tax preferences of major private fund investors that practitioners must juggle when structuring investment funds?
  • How can the use of blockers and feeder funds accommodate the needs of particular investors?
  • What challenges face sovereign investors in retaining their status as Section 892 investors?
  • How can the new 3.8% Medicare tax be minimized?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.


Christian M. McBurney

Nixon Peabody

Mr. McBurney practice area is federal income taxation with particular emphasis on tax planning for private...  |  Read More

Jeremy Naylor
Jeremy Naylor

White & Case

He represents private equity, real estate, venture capital and hedge fund sponsors in connection with tax aspects of...  |  Read More

Elizabeth Norman
Elizabeth Norman

Goulston & Storrs

Structuring of complex acquisitions and dispositions of domestic and international holdings, including public and...  |  Read More

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