Hedge Funds

SJ Berwin

Dynamic, Innovative & Creative

Since its establishment in 1982, the fundamental objective of SJ Berwin has been to provide outstanding legal advice in a dynamic environment. We take pride in our ability to devise innovative and commercially viable solutions to complex problems. We understand our clients businesses and are always willing to challenge orthodox views. These skills and values have driven our success. In a relatively short period, SJ Berwin has built a reputation that is the envy of many longer-established firms. Unhampered by bureaucratic attitudes, we operate in the type of open, accessible and fast-moving atmosphere that promotes progressive thinking and a creative approach to meeting our clients needs. Working from London, Brussels, Berlin, Frankfurt, Madrid, Munich, Milan, Paris and Turin, the firm has the resources to handle major cross-border transactions. It has established close contacts with leading law firms in Europe and worldwide, enabling the firm to obtain immediate advice and action in all jurisdictions.

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The Hedge Funds Group

Offering Pan-European Expertise

We are able to offer clients a truly European service, with ten partners and a team of associate lawyers advising clients across the key European jurisdictions. This reach ensures that we advise at the cutting edge of European developments in the most dynamic and entrepreneurial financial services industry in the world. Since the inception of the industry some 20 years ago, our hedge fund clients have enjoyed the benefit of our breadth of knowledge and experience in all aspects of financial services, including:

investment fund structuring and formation; derivatives and capital markets; financial services regulation; and tax structuring.

Our clients are international, based in Switzerland, Bermuda, France, Germany, Spain and the USA, as well as the UK.

London
Our London hedge funds group is one of the market leading hedge funds practices offering a wealth of experience and expertise in all the transactional aspects of hedge funds. We advise on all the core areas of the hedge fund industry, with a particular focus on the following fields:

SJ Berwins Paris office

Fund Structuring & Formation

Our fund formation work encompasses a broad spectrum of clients, ranging from start up hedge fund managers to established marketleaders with multi-billion dollar portfolios of assets under management. We have established funds in all the major offshore fund centres, as well as setting up cross-jurisdictional structures to accommodate investor and manager requirements. We have particular expertise in servicing clients who operate innovative trading strategies and those who manage portfolios of complex assets (including derivatives and commodities). We have also been involved in structuring and establishing hybrid funds, which combine elements of private equity-type investment with actively traded portfolios of investments. Multi-manager fund products and trading platforms are also important areas for our fund formation team. We frequently advise large institutions on their complex multi-manager arrangements.

Management Operation, Structuring & Support

We provide support for clients on the setting up and structuring of management and advisory businesses to service funds. As well as advising on the structure and formation of such operations during fund launches, we are also involved in establishing European operations for overseas managers and in advising on the restructuring of existing operations for UK-based managers.

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We are frequently involved in seed capital deals (where we act for several dedicated seed capital providers, as well as advising funds and managers on seeding arrangements) and in advising managers on the effect on their businesses of consolidation in the hedge fund industry. We also advise on distribution arrangements, with a strong focus on the regulatory environment across Europe and its effect on capital raising.

Trading and Investment Support

Across the team, we are able to service the trading needs of hedge fund clients. We provide transaction-by-transaction advice on debt and bond trading activities and OTC derivative transactions. We are also able to provide competition clearance advice for funds whose trading strategies are sensitive to merger and acquisition clearance, both from EU and national competition authorities. We also advise on all matters relating to the trading infrastructures of funds (for example, prime brokerage arrangements and agreements with executing brokers and data providers).

Structured Products
Our structured products group is an integral part of the hedge funds team and brings with it interdisciplinary expertise in derivatives, capital markets, banking and hedge funds. We advise on the full range of products, from bespoke equity derivatives structures to multiple issuance note programmes, as well as principal protected and capital guaranteed products. The group advises on products linked to various underlying assets (including hedge funds, funds of hedge funds, hedge funds baskets, hedge funds indices and managed account structures).

Our advisory activity covers guiding hedge fund managers on capital raising through such products, on the structuring of products to fit investor needs and sectors of the market (covering the retail market and the institutional market, such as pension funds), providing transactional support on structured product offerings and advising structured product providers directly.

Germany
The German hedge funds group has established itself as the clear market leader. Germany opened up its market to hedge fund products on a broad scale in 2004. Our group, which was already closely involved in the drafting of the new investment fund regulations, has advised on the first single, as well as the first independent, fund of hedge funds to be established under the new regime. In addition, the group has established the first investment stock corporation, a new structure similar to a Luxembourg SICAV designed specifically for independent hedge fund managers. The group is also regularly instructed by German asset management companies to support them in obtaining the necessary licences for hedge fund management.

The group serves all kinds of industry participants and has extensive experience in structuring complex and innovative alternative investment products.

Spain
The Spanish hedge funds group has substantial expertise in all the legal facets of hedge funds (including tax, corporate, regulatory, competition and labour) and is the market leader in Spain.

The group has close links with the hedge fund industry. It advises companies in connection with the marketing of hedge funds; the setting up of their management/advisory structures; on the draft Royal Decree on the regulation of hedge funds and its impact upon the hedge funds industry.

There is increasing interest in the Spanish market within the hedge funds industry. Our close involvement in the development of the hedge

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funds industry in Spain means that we are in an unrivalled position to advise on all aspects of the industry.

France
In France, the regulatory framework has slowed the growth of domestic hedge funds. Recent developments, however, have signalled a change in attitude on the part of the French authorities. Such developments mean there will be a significant growth in the hedge funds industry in France. The French hedge funds group has the resources and the expertise to help clients create these new funds.

Italy
Italy was one of the first European jurisdictions to regulate hedge funds back in 1999 and, since then, Italian players have been very active in this market. The newly-established Italian hedge funds group comprises lawyers with significant experience in the field and has the resources to advise on fund structuring and formation, regulatory issues, contracts and financial instruments, as well as taxation and off-shore issues.

A Full-Service Firm
Our Corporate Department
SJ Berwins leading pan-European corporate department advises on seed and other investments in hedge funds, the listing of hedge fund-related companies, including on AIM and in Dublin, shareholders arrangements relating to the funds and the managers of funds and various joint venture arrangements.

Our Tax Department

The tax department provides the full range of corporate and private client tax services that are relevant both to the formation of hedge funds and to the teams that manage them. Areas of advice include choice of entity and jurisdiction; transfer pricing; the investment manager exemption; corporate

structuring of the management function; the offshore funds regime; taxation of financial instruments; structuring performance and incentive fee arrangements and the use of tax-transparent trading entities.

Our Litigation Department

The commercial litigation and dispute resolution department covers both international and domestic commercial litigation, with an increasing emphasis on fraud, banking, securities and regulatory disputes. It has extensive experience in hedge funds, advising on areas such as market abuse; insider dealing; FSA investigations; investment mismanagement claims and disputes relating to derivatives.

Our EU & Competition Department

The EU & competition department is recognised as one of the leading competition/anti-trust practices in Europe. It has first-hand experience acting for corporations in obtaining clearance by the competition authorities. In addition, it has developed the leading merger arbitrage practice in London, providing competition and other regulatory advice for hedge funds event-driven strategies.

The team has excellent links with both the European and national competition authorities and has lawyers based in London, Brussels, Munich, Paris and Madrid. It has also developed an extensive network across Europe of lawyers familiar with the time-critical needs of the arbitrage community.

Our Employment Department

The employment department advises on all employment issues. It offers a high-quality, rapid response employment law service, covering contentious and non-contentious issues for employers and employees. The Group also works with employers to develop bespoke contracts, policies and procedures and trains management teams in how to avoid disputes. The employment department has extensive expertise of working with clients in the hedge funds sector, covering all areas of employment law.

Contact details
We look forward to developing your business with you: London Office Victoria Younghusband T +44 (0)20 7111 2545 E victoria.younghusband@sjberwin.com Ajay Pathak T +44 (0)20 7111 2270 E ajay.pathak@sjberwin.com Munich office Achim Ptz T +49 (0)89 89 0 81 0 E achim.puetz@sjberwin.com Paris office Benjamin Aller T +33 (0)1 44 346 346 E benjamin.aller@sjberwin.com Milan office Arturo Meglio T +39 (0)2 36 57 57 01 E arturo.meglio@sjberwin.com Scandinavian enquiries Carl Nisser T +44 (0)20 7111 2396 E carl.nisser@sjberwin.com

www.sjberwin.com Berlin Brussels Frankfurt London Milan Munich Paris Turin Madrid

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SJ Berwin LLP www.sjberwin.com

Berlin Kurfrstendamm 63 10707 Berlin T +49 (0)30 88 71 71 50 F +49 (0)30 88 71 71 66 E berlin@sjberwin.com Brussels Square de Mees 1 1000 Brussels T +32 (0)2 511 5340 F +32 (0)2 511 5917 E brussels@sjberwin.com Frankfurt Poseidon-Haus Hamburger Allee 1 60486 Frankfurt am Main T +49 (0)69 50 50 32 500 F +49 (0)69 50 50 32 499 E frankfurt@sjberwin.com London 10 Queen Street Place London EC4R 1BE T +44 (0)20 7111 2222 F +44 (0)20 7111 2000 E info@sjberwin.com Madrid C/Claudio Coello, 37, 1 Planta 28001 Madrid T +34 91 426 0050 F +34 91 426 0066 E madrid@sjberwin.com Milan Corso Matteotti 3 20121 Milan T +39 02 36 57 57 01 F +39 02 36 57 57 57 E milan@sjberwin.com Munich Karolinen Karree Karlstrae 12 80333 Munich T +49 (0)89 89 0 81 0 F +49 (0)89 89 0 81 100 E munich@sjberwin.com Paris 64, avenue Klber 75116 Paris T +33 (0)1 44 346 346 F +33 (0)1 44 346 347 E info-paris@sjberwin.com Turin Via Lamarmora 39 10128 Turin T +39 02 36 57 57 01 F +39 02 36 57 57 89 E turin@sjberwin.com

2008 SJ Berwin LLP .

SJ Berwin LLP is a limited liability partnership registered in England no OC313176. It is regulated by the Solicitors Regulation Authority. A list of the members of SJ Berwin LLP is open to inspection at 10 Queen Street Place London EC4R 1BE, its principal place of business and registered office. Any reference to a partner in relation to SJ Berwin LLP is to a member of SJ Berwin LLP .
SJ Berwin LLP or an affiliated undertaking has an office in Berlin, Brussels, Frankfurt, London, Madrid, Milan, Munich, Paris and Turin.

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