William S. Pilling III

Senior Counsel


William Pilling


William Pilling counsels investment companies and their advisers on taxation of commingled funds and financial products, including regulated investment companies under Subchapter M of the Internal Revenue Code, investment partnerships formed as limited partnerships and limited-liability companies, and offshore funds.

Bill has a long track record of helping investment advisers launch innovative funds and has experience in structuring funds to invest in a wide range of asset classes, including securities, commodities, master limited partnerships, real estate, private equity funds, hedge funds and securitizations. In addition, he has extensive experience in the tax aspects of corporate mergers and acquisitions, financing transactions and joint ventures.

Bill was a lecturer in law at Villanova University’s Graduate Tax Program (Taxation of Corporations and Shareholders and Business Planning) and has authored numerous articles.

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Representative Matters

  • advised on tax aspects of restoring net asset value (NAV) in a money market fund that realized a significant short-term capital loss (STCL) on account of Bear Stearns holdings that were sold; analyzed tax distribution requirements for income and excise-tax purposes; identified potential solutions; worked with in-house counsel, financial accounting and tax directors and outside service provider; and edited a memo to the fund’s audit committee describing the facts and solutions
  • took a new look at credit default swaps to see if there was an argument for “wait and see” treatment; advised on tax treatment of other derivatives; worked with fund’s tax director and outside accountants in determining options available for taxation of credit default swaps, change of accounting issues, taxation of ETNs and taxation of other derivatives
  • advised on retirement payout funds; analyzed both mutual fund income and excise-tax distribution requirements in conjunction with Section 19b of the Investment Company Act of 1940 with regard to limitations on stable income distributions, including distributions of long-term capital gains; reviewed competing solutions in the marketplace; reviewing new products; and worked with in-house counsel and tax director
  • issued a tax opinion to a mutual fund in an unbundled wrap fee program; analyzing facts and competing products; developed legal arguments; issued tax opinion to fund; and updated opinion with new facts
  • issued tax opinions in fund mergers, including testing for continuity of business enterprise (COBE); this involved review and drafting of tax inserts to Proxy Statement (Form N-14) and the Plan of Reorganization; tested whether the acquisition would satisfy the statutory, regulatory and judicial requirements for a tax-free reorganization, including the continuity of business enterprise requirement
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Bar Admissions
  • Pennsylvania
Court Admissions
  • Pennsylvania Supreme Court
  • U.S. Tax Court
  • J.D., University of Pennsylvania Law School
  • LL.M., Villanova University School of Law
  • B.A., Ohio Wesleyan University

  • Regulated Investment Companies Committee, American Bar Association, Section of Taxation
  • Senior Trustee, Little Egg Harbor Yacht Club
  • Tax Advisory Council, Investment Company Institute
  • Trustee, Mordecai Land Trust, Inc.


  • The Best Lawyers in America
  • Martindale-Hubbell, AV Preeminent rating
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