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Matthew Feargrieve Legal Consultant and Independent Non-Executive Director

About Matthew Feargrieve is a corporate and commercial lawyer of more than 16 years’ standing, during which time he has been a partner in some of the world’s leading law firms. Matthew practices UK, Cayman Islands and British Virgin Islands law. An expert investment funds lawyer, he is also conversant with the laws of offshore centres, together with the fund domiciles of Luxembourg and Malta.

Mission Matthew provides sophisticated users of legal services with sophisticated legal advice. The pricing and delivery of legal services are of central importance to users of those services. Matthew’s approach to the scoping, pricing and implementation of legal solutions is driven by a desire to be a source of value for his clients. Matthew has a network of legal and fiduciary services providers with complementary expertise in various industry sectors and jurisdictions, who share his approach to client service and with whom he collaborates when multi-disciplinary or multijurisdictional input is required.

Legal Advisory Matthew provides legal advisory services to clients in four sectors:

Funds and Financial Services Matthew specializes in the provision of legal advice to the asset management industry, including managers of hedge funds and private equity funds.

Corporations Matthew assists corporations of all sizes and in a variety of sectors with the documentation and implementation of commercial transactions and projects.

Family Offices and Private Clients Matthew acts as legal advisor to family offices, wealthy individuals and investors on a range of commercial matters.

Offshore Matthew provides Cayman Islands and British Virgin Islands legal advice on a range of corporate and commercial matters, in particular the formation of investment funds. Drawing upon a network of legal and fiduciary services providers in Cayman and the BVI, Matthew can arrange local support in those jurisdictions for his clients, as well as in other offshore centres.

Independent Non-Executive Director Drawing upon his experience of providing legal advice to the alternative asset management industry, Matthew acts as an independent non-executive director on the boards of hedge funds and general partners.

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Curriculum Vitae Education Worcester College, Oxford: BA (Hons) and MA in Law Inns of Court School of Law, London Lincoln’s Inn, London

Admissions Barrister of the Supreme Court of England & Wales Solicitor of the Supreme Court of England & Wales Solicitor of the Supreme Court of the Eastern Caribbean British Virgin Islands attorney Cayman Islands attorney

Professional History Withers LLP, partner Appleby Global, partner Mourant Ozannes, partner Slaughter and May

Contact Email mf@mf-consultancy.com Telephone (+41) (0) 79 938 44 57 Skype mfeargrieve

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Funds and Financial Services Matthew Feargrieve delivers legal advice and solutions to managers and general partners of investment funds. He specializes in the provision of advice to managers of hedge funds and private equity funds on the formation and structuring of investment funds in the principal fund domiciles, including the Cayman Islands and the British Virgin Islands. An expert investment funds lawyer, he is conversant with the laws of offshore centres, together with the fund domiciles of Luxembourg and Malta. When not acting for a manager or general partner, Matthew advises fund investors and service providers. Matthew delivers legal advice and solutions in the following areas:

Fund Formation Provision of advice on the formation of all types of open- and closed- ended investment fund vehicles: limited companies limited partnerships segregated cell vehicles (SPCs)

Product Structuring Provision of advice on structuring: single manager funds multi-manager funds/FoFs master/feeder funds multi-class/multi-strategy funds side-by-side funds private label funds family funds

Operational Structuring Provision of advice on the structuring of management companies and general partners, and their interface with the investment fund.

Domicile choice Analysis of the needs that drive structure and domicile choice, including: strategy liquidity profile target investor base regulatory requirements (AIFMD, FATCA)

Documentation Preparation of key fund documentation: offering memorandum investor circulars Mem & Arts limited partnership agreements board minutes regulatory filings side letters

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Preparation or review of service provider agreements: investment management agreement advisory agreement administration agreement prime brokerage agreement custodian agreement

Jurisdictional Support Sourcing of local service providers in the fund’s domicile and implementing the provision to the fund and manager of the following services: incorporation/registration registered office provision corporate secretarial governmental and regulatory filings

Liquidity Management Providing advice to managers on key liquidity management techniques throughout the lifecycle of the fund: redemption notice periods gates lock-ups NAV and dealing suspensions side pockets wind-down and liquidation

Portfolio Transactions Provision of advice on the legal implementation and documentation of portfolio transactions: share or asset acquisition/disposal agreements investor circulars board resolutions legal due diligence on investments

Advice to Fund Investors Provision of advice to investors in funds: review of offering memoranda advice on key considerations: fees, liquidity restrictions, etc regulatory health checks on manager and general partner preparation of legal due diligence reports on funds and managers negotiation and documentation of side letters advice on disputes and class rights

Independent Non-Executive Director Drawing upon his experience of providing legal advice to the alternative asset management industry for more than 14 years, Matthew Feargrieve acts as an independent non-executive director on the boards of hedge funds and general partners. As an independent non-executive director on the board of a fund or general partner, Matthew provides the following services:

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review of offering memoranda and key documents review of key commercial terms: manager fees, liquidity restrictions, etc liaising with manager/general partner in fund formation phase review of corporate governance procedures legal & regulatory compliance checking provision of “substance” in or outside of relevant jurisdictions

Representative Professional Experience Fund structuring establishing hedge funds (single-manager, multi-manager, stand-alone, master-feeder, side-by-side, etc) in the Cayman Islands and British Virgin Islands in core asset classes and strategy groups: L/S equity, global macro, CTA/managed futures, multi-strategy, etc establishing segregated portfolio companies (SPCs) in the Cayman Islands and British Virgin Islands as vehicles for multi-strategy and multi-manager vehicles establishing a master-feeder structure in the British Virgin Islands for a major Swiss asset manager, with China “A” share structure structuring a Cayman Islands SPC to act as a multi-class FoF vehicle designed for investment by members of various worldwide diasporas, and advising on the portfolio M&A advising a US$600m Swiss family office on housing of discrete investments with differing liquidity profiles in multi-cell SPCs established in the Cayman Islands; structuring additional offshore investment funds and management structures to implement active management and external funding of family investments establishing limited partnerships in the Cayman Islands and the British Virgin Islands for private equity offerings by managers in North America, Europe and the Far East; advising on drawdowns and new fundings totalling US$4bn assisting general partner with negotiation and documentation of side letter with investor making US$250m cornerstone investment establishing offshore vehicles to act as “synthetic” managed account platforms advising US managers on master-feeder structures in the Cayman Islands and the British Virgin Islands, and implementing those structures advising asset managers and private banks in MENA on replication of limited partnership mechanisms (capital accounts, draw downs, etc) using corporate entities advising managers in UK and Switzerland on interface between offshore and onshore funds, and co-domiciliation issues advising managers on remuneration structures (asset/performance fee, hurdle, HWM, etc) advising managers and general partners on founder equity arrangements

Lifecycle advice for managers advising hedge fund managers post-financial crisis on offshore liquidity management techniques such as gating, lock-ups and side pockets assisting manager with negotiation of side terms with US$200m institutional investor, and hardwiring into separate institutional share class; advising manager and fund directors on communication of side terms to other investors advising managers and general partners on investor relations (remuneration, side letters, new share classes, suspension of dealings/redemptions, etc) advising a US$1bn UK manager on the restructuring of its investment management arrangements across multiple jurisdictions

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advising a Swiss investment advisor with removal of rogue fund manager by means of investor vote; preparation of investor communications, general meeting and court documents advising managers and investors on “key man” exits, related investor communications, share class restructuring and service agreement renegotiation

Regulatory advice for managers assisting managers and general partners with regulatory filings and dealings with financial regulators in UK, Cayman Islands, British Virgin Islands and Luxembourg advising managers and general partners on AIFM Directive, and providing gap analysis on their management structures and fund products advising managers on EU private placement regimes; reviewing sales documentation and providing guidance on distribution restrictions providing managers with compliance training: policies and procedures for conflict management, AML, investor due diligence, etc

Advice for directors advising fund boards on management and disclosure of conflicts of interest advising fund boards on dealings with manager in connection with remuneration, valuations and investor communications advising fund boards on management of service providers (managers, advisors and administrators) and on reconciliation of various conflicts of interest advising fund boards on their fiduciary duties, and on compliance issues, in different fund types in multiple jurisdictions; particularly Cayman Islands, British Virgin Islands and Luxembourg

Advice for investors preparing legal due diligence reports for Swiss investment bank on investments into hedge funds and private equity funds; review of offering documents; identification of “red flags” for attention of investor advising a UK pension fund on its investment in a series of absolute return hedge funds assisting investor in mis-managed Cayman Islands fund to negotiate redemption of US$20m investment on agreed terms, by means of communications with the fund’s board advising institutional investor on negotiation of side terms with large UK hedge fund manager; hardwiring of agreed terms into separate institutional share class in the fund; review of fund documentation and liaising with manager and fund directors advising investors on manager/general partner remuneration structures (asset/performance fee, hurdle, HWM, etc) advising investors (including two global investment banks and three Swiss private banks) on recovery of investments in Dynamic Decisions advising UK and Swiss investment banks on their redemptions and rights in Madoff feeder funds in Luxembourg and British Virgin Islands advising investors on their status as “shareholders” in or “creditors” of a fund, according to statutory and case law in the Cayman Islands and the British Virgin Islands; considering issues of redemption notice, suspension of dealings, etc.

© Matthew Feargrieve, 2014

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Profile for Matthew Feargrieve

Matthew Feargrieve Profile  

Matthew Feargrieve is an independent financial services consultant with more than twenty years' experience of advising managers of investmen...

Matthew Feargrieve Profile  

Matthew Feargrieve is an independent financial services consultant with more than twenty years' experience of advising managers of investmen...

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