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Fund Formation

Whether a group of individuals is pooling capital to make investments in a specific asset or a private equity firm is establishing a new fund for making investments in an asset class, they must form a fund to provide the necessary legal structure to raise capital, make investments, manage the fund and distribute gains. An array of challenges — from complex regulations to the treatment of varying classes of investors, investment types and payout structures — must be properly addressed at the outset. 

Saul Ewing Arnstein & Lehr attorneys represent investors, investment firms and real estate developers in forming private, non-registered funds and investment partnerships. Our team provides a variety of services for both closed-end and open-end funds, including:

  • Establishing limited liability companies (LLC) and investment partnerships to form funds and fund managers
  • Developing partnership agreements for fund managers and limited partners
  • Structuring special purpose vehicles (SPVs) and special purpose acquisition companies (SPACs)
  • Structuring funds with varying classes of investors and preferred waterfall returns
  • Advising funds with multiple types of investment, including cash, intellectual property and sweat equity
  • Forming a variety of alternative investment funds, such as mortgage-backed securities funds, EB-5 financing funds, cannabis investment funds, real estate investment trusts, and Qualified Opportunity Zone Funds, and handling the particular tax and other regulatory requirements for each fund type
  • Advising funds that invest in other investment partnerships, funds or joint ventures
  • Routinely advising individuals and entities investing in private funds about the issues, obligations, documents and negotiations related to such investments

Our Fund Formation team regularly collaborates with attorneys in complementary practices—such as Tax, Mergers and Acquisitions, Securities Transactions and Regulation, Real Estate, Global Immigration and Foreign Investment, and Cannabis Law—when related matters arise to provide our clients with efficient and streamlined support.


Saul Ewing Arnstein & Lehr attorneys advised on these select fund formation representations:

  • The founder, general partner and fund operator in the formation of a $1.1 billion alternative investment fund in mortgage-backed securities sponsored by a major private equity firm.
  • A private equity sponsor in the formation of a $100 million distressed company private equity fund.
  • An investment adviser and portfolio manager on private fund formation and related matters.
  • An investment management firm in forming a fund to invest in the cannabis industry.
  • A real estate developer in the formation of a fund for investing in Mid-Atlantic multi-family housing projects.
  • A real estate developer in the formation of a blind-pool fund for investing in real estate properties in the Southeast.
  • An investment company in the formation of a fund to purchase tax-lien certificates in Florida.
  • A real estate developer in the formation of a $150 million fund for investing in multi-family housing and retail properties in the Mid-Atlantic and Southeast regions.


The group includes attorneys who have received the following recognition:

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