Roger Wise is a partner in the Tax Department. Roger counsels clients on tax issues affecting the investment management and financial services industries. His experience includes structuring open-end and closed-end mutual funds, hedge funds, real estate funds (including REITs) and private equity funds, insurance products, and financial transactions. Roger advises clients on qualification issues for registered investment companies (RICs) and on the tax consequences of swaps and other derivative instruments, information reporting requirements and penalties, and in-kind redemptions by ETFs.
Roger has structured, negotiated and drafted partnership and LLC agreements for domestic and offshore hedge funds, private equity funds and management entities. He also represents clients in Foreign Account Tax Compliance Act (FATCA) matters, advising on FATCA compliance requirements for non-U.S. entities and U.S. withholding agents.
In addition, Roger counsels clients on the federal income tax aspects of business transactions, including inbound and outbound investments, joint ventures, corporate restructurings, and complex partnership transactions. He regularly handles private letter ruling requests with the IRS, works on contested matters at the IRS Audit and Appeals level, and counsels clients on the tax consequences of settlements with private litigants and governmental entities.
Roger has authored numerous articles, is a frequent speaker at industry and in-house conferences on tax and investment management topics, and has served as an adjunct professor at the Georgetown University School of Law LL.M. tax program. The Legal 500 U.S. recommends Roger for Mutual/Registered Funds. He is also recognized by Best Lawyers in America for Mutual Funds Law.
Experience
Roger is the Chair of the Tax Section of the American Bar Association’s Committee on Investment Management.
Roger is also a member of the Tax Section of the District of Columbia Bar Association, and of the Investment Company Institute Tax Advisory Group, Managed Funds Association Tax Committee.
Registered Funds
- Advised on qualification and operational issues for regulated investment companies (RICs) under subchapter M and section 817(h);
- Advised on tax consequences of swaps, exchange-traded notes, Sharia-compliant investments and other derivative instruments under RIC qualification tests;
- Obtained private letter ruling on treatment of income from VIX futures contracts as qualifying income;
- Advised on tax consequences of in-kind redemptions by ETFs;
- Analyzed, drafted agreements and tax opinions for fund reorganizations and restructurings, including conversions by partnerships to RIC status (and vice versa);
- Assisted in design of term preferred stock to replace auction rate preferred stock;
- Advised on formation of Cayman Islands subsidiary to invest in commodity-linked derivatives, Mauritius subsidiary to invest in Indian securities;
- Advised on tax issues relating to amendments to money market fund rules.
Private Funds, REITs, Structured Finance
- Structured, negotiated and drafted partnership and LLC agreements for domestic and offshore hedge funds, private equity funds and management entities;
- Advised on qualifying income issues for commodity pools, publicly traded partnerships;
- Advised on tax and treaty implications for non-U.S. investors, including sovereign wealth funds and non-U.S. pension plans, such as FIRPTA, ECI risks arising from U.S. loan origination, U.S. tax classification;
- Advised on UBTI issues for U.S. tax-exempt investors;
- Structured REIT subsidiaries for private funds with UBTI or ECI sensitive investors; advised public mortgage REITs on qualification issues;
- Advised on REMIC requirements; structured, issued tax opinions for re-securitizations of interests issued by grantor trusts, REMICs;
- Advised on CLO structures to comply with U.S., EU risk retention requirements.
FATCA
- Advised on FATCA classification, compliance requirements for non-U.S. entities, U.S. withholding agents.
Credentials
Education
Harvard Law School, J.D. (cum laude), 1996 Yale University, B.A. (magna cum laude), 1992