Clients praise the team’s excellent subject-matter expertise, great strength in depth, and responsive, commercially oriented approach Chambers Europe Asset Management and Investment Funds Dublin London New York Palo Alto www.matheson.com 1 www.matheson.com Matheson: Overview A Leading Irish Law Firm • Matheson focuses on serving the Irish legal needs of international companies and financial institutions doing business in and through Ireland. • Clients include over half of the Fortune 100 companies and 27 of the world’s 50 largest banks. • Headquartered in Dublin, with offices in London, New York and Palo Alto. • Over 350 legal and tax professionals, and more than 600 people work across our four locations. Core Departments • Banking and Financial Services • Corporate and Commercial • Taxation • Commercial Litigation and Dispute Resolution • Commercial Property Dedicated Teams include: • Derivatives • Mergers and Acquisitions • Financial Institutions • Competition and Regulatory • Banking • Employment, Pensions and Benefits • Insurance • Private Equity/Venture Capital • Outsourcing and Contracted Services • Intellectual Property • Regulatory Risk Management and Compliance • Corporate Restructuring and Insolvency • Information Technology • Banking and Financial Services Disputes Awards and Accolades • Awarded Funds Europe European Advisor of the Year 2011 • Awarded Irish Law Firm of the Year The Lawyer European Awards 2011 for the second consecutive year • Awarded International Law Office “Clients Choice” Award for Ireland for the sixth time in seven years • First Irish law firm to be awarded European Law Firm of the Year by The Hedge Fund Journal “ Matheson sets the benchmark for standards in Ireland.” European Legal 500 2011 “ Matheson sets the standard for service, substance and responsiveness against which I judge other outside counsel.” Client Choice Award, International Law Office 2010 2 www.matheson.com Matheson Asset Management and Investment Funds Group • 8 partners and a team of over 40 people • 28% market share by assets under management including approximately 380 UCITS sub-funds • Expertise in UCITS, alternative investments, ETFs, passive investments • Active industry involvement • Tier One firm in asset management in the Legal 500, Chambers Europe and PLC • Nominated as European Adviser of the Year 2010 by Funds Europe Experience Highlights • Establishment of structured UCITS fund platforms • Advising on the establishment, management, servicing and distribution of long-only alternative and structured UCITS; UCITS money market funds; UCITS structured as ETFs; UCITS employing eligible strategies including long/short (130/30) equity, credit, currency, interest rate, volatility strategies and eligible financial indices; and traditional long only equity and bond funds. • Advising clients on UCITS IV mergers and master feeder structures • Advising clients on implementation of the Alternative Investment Fund Managers Directive (“AIFMD”) • First Irish ETF intending to use derivatives to track indices • First Irish domiciled pharmaceutical royalties funds • First Irish domiciled US life assurance policies funds • First Irish “China” fund, a mutual fund investing in Chinese A shares • First Brazilian promoted Irish domiciled hedge fund • Launch of third party manager platforms (UCITS and QIFs) for four separate global financial institutions • Launch of liability driven investment funds • Launch of an insurance linked investment fund • Advising on socially responsible and environment UCITS and non-UCITS funds • Structuring of Shariah-compliant funds • Launch of bank loan funds using section 110 subsidiaries for several large international investment managers, including a hybrid fund/CLO structure • Launch of professional investor and qualifying investor hedge funds using a variety of strategies including arbitrage, macro, directional, event-driven, long/short, market neutral, directional and quantitative and permitting direct investment and investment in fund of funds and feeder fund structures • Launch of property funds • Launch of commodities funds • Establishment of retail funds of hedge funds • Structuring and launch of Irish common contractual funds for multinational groups seeking tax transparent asset pooling solutions • Listing of Irish and non-Irish domiciled funds on the Irish Stock Exchange • Establishment of investment management companies in Ireland • Negotiation of contracts on behalf of a number of administrators, custodians and prime brokers The interaction between our offices in Dublin and London and our offices in New York and Palo Alto allows us to service the needs of clients across most major time-zones on a real-time basis. 3 www.matheson.com Two Partner Approach We have a two partner approach to all client matters. This means that two partners are designated to every client relationship and work actively on their matters to ensure that we can provide uninterrupted service and are accessible to clients at all times. Both partners work together with the client to ensure that the work is completed on time and to the level of service clients expect. Our Clients Our clients are some of the world’s largest institutional fund managers, including: • BlackRock • Bank of America Merrill Lynch • Bank of New York Mellon • Credit Suisse • Citigroup • Citigroup Alternative Investments • Eaton Vance • GLG Partners Inc • Goldman Sachs • Highbridge Capital Management • HSBC • Invesco • JP Morgan • Lyxor • Man Investments • Mercer Global Investments • Morgan Stanley • Neuberger Berman • SEI • State Street Global Advisors • Standard Life • UBS • Vanguard Industry Involvement • Michael Jackson is Chairman of the Legal sub-committee of the IFSC Funds Group. This group initiates and reviews almost all legislative change relevant to the funds industry in Ireland including the recent redomiciliation legislation. • Michael Jackson was Chairman of the Irish Funds Industry Association (IFIA), the representative body for the industry in Ireland for the 2009/2010 session. He is a member of the Corporate Governance steering group responsible for drafting the new corporate governance code. • Tara Doyle is a member of the Legal and Regulatory Committee of the IFIA and the IFIA Money Market Fund Task Force. • Shay Lydon is a member of the Alternative Investments Committee of the IFIA and of the EFAMA UCITS Working Group. • Dualta Counihan is a member of the IFIA ETF Task Force. • Anne-Marie Bohan is a member of the Trustee Committee of the IFIA. 4 www.matheson.com A Comprehensive Advisory Service • The practice structure within Matheson enables the Asset Management and Investment Funds Group to offer a comprehensive and innovative advisory service to clients. For example, we are one of only a few asset management and funds practices in Ireland with access to a specialist derivatives practice – giving us an unrivalled capacity to provide a combined asset management, tax and derivatives advisory service to our clients. • In addition to this, the Asset Management and Investment Funds Group incorporates a regulatory risk management and compliance unit, a specialist outsourcing group and company secretarial unit which amplifies the depth of our advisory and service capabilities. Financial Institutions Group Matheson is continually looking at ways in which we can develop and enhance the services we provide to our clients in the financial services sector. To that end we established our Financial Institutions Group to advise on the corporate, regulatory and M&A aspects of our clients’ business in Ireland. The group has advised on the restructuring of a number of financial institutions and the redomiciling of institutions’ headquarters to Ireland. We acted for State Street in its acquisition of Bank of Ireland Asset Management, which was awarded the Mergers & Acquisitions (Plc) Deal of the Year Award 2011. Regulatory Risk Management and Compliance • In response to an increased demand from clients for advice and assistance on matters relating to risk management and compliance, we have established a dedicated regulatory risk management and compliance advisory practice. Services include: • Conducting reviews of existing processes and procedures on an impartial basis, to give internal audit, legal and compliance teams, senior mangers and boards of directors assurance that business lines meet legal and regulatory requirements and the Central Bank of Ireland’s expectations • Advising legal and compliance teams, internal audit functions, senior managers and boards of directors on the practical impact of new regulatory developments and providing impartial third party assurance that new regulatory requirements are adopted effectively • Providing practical advice and assistance when regulatory issues do arise • Assisting clients to obtain authorisation from the Central Bank of Ireland for all categories of authorisation including banks, investment firms, retail credit firms, money transmitters and others Dedicated Derivatives Team • One of only two law firms in Dublin with a dedicated derivatives team. • Capability to advise fully on all aspects of ISDA and other similar documentation. • Advising investment banks and asset managers doing business in and through Ireland in relation to securitisations, fund-linked structured products, repackagings, securities lending and repos. • Advising Irish funds and their counterparties in relation to ISDA master agreements and collateral arrangements relating to over-the-counter derivatives transactions such as total return swaps, interest rate swaps and collars and credit default swaps. 5 www.matheson.com Specialist Outsourcing Group Our Outsourcing Group advises on all aspects of outsourcing or managed services transactions, from project initiation to successful execution, including the tendering process and contract negotiations, employment and industrial relations strategies, corporate matters, regulatory requirements, intellectual property and knowledge management, property, VAT and tax structuring, ongoing management of the outsourced relationship, and exit strategies and transitioning to second generation providers. What others say about us: Matheson has “truly incredible lawyers who are highly intelligent, approachable, down to earth and overall a breath of fresh air to deal with”. Investment Funds: European Legal 500 2011 “This huge investment funds and financial services group is undoubtedly a heavyweight player in the field. It comprises over 40 lawyers and benefits from the firms full-service resources, including a specialist derivatives team, meaning that it has a formidable capacity to advise on the whole range of investment funds and asset management matters. The practice was involved in drafting legislation on redomiciliation, and has a long tradition of sitting on regulatory committees. Clients point to ‘an excellent team of partners, and many other people of extremely high calibre’. The firm is a mature player in this business.” Investment Funds: Chambers Europe 2011 “The firm has good market presence and is a respected practice with experienced lawyers, according to its peers. The firm continues to hold its position in the market as a solid funds practice and is respected by clients and competitors alike.” Investment Funds: IFLR 1000 2011 “Clients say: ‘The lawyers are flexible and commercially oriented – there’s nothing you can ask them that they can’t do.’ Michael Jackson is highly regarded, with sources commenting: ‘He doesn’t just work in the funds business – he’s helping to shape the future of it.’ One client added: ‘He answers all the questions we didn’t ask but should have.’ Dualta Counihan is ‘an accessible lawyer, with all the necessary knowledge at his fingertips’. Tara Doyle handles a large amount of securitisation and asset management work, and ‘thinks extremely fast on her feet and provides thoughtful answers’. James Scanlon’s expertise includes advice on the structure of investment vehicles and he ‘keeps us aware of all the developments we need to know about’, clients say.” Investment Funds: Chambers Europe 2009 “Matheson fields a team that has ‘good communication and response times’ with team head Michael Jackson singled out as being ‘knowledgeable and on the ball’.” Investment Funds: European Legal 500 2009 6 www.matheson.com • European Domicile of Choice for Cross-border Fund Distribution – 489% increase in Ireland’s proportion of European cross-border assets between 2001 and 2010 – accounts for over 30% of European cross-border market • Unrivalled experience and expertise • Dynamic and innovative product solutions • Irish service providers – recognised for professionalism, responsiveness and flexibility • Pragmatic, robust and transparent regulatory environment • Effective and favourable tax environment • Not regarded as a tax haven and the only international funds centre to appear on original OECD white list • Memoranda of Understanding with over 19 jurisdictions – including China, Dubai, Hong Kong, Taiwan and the United Arab Emirates • Service Culture • Qualifying Investor Funds – flexible product and fast track approval process • Irish Stock Exchange – leading exchange globally for investment fund listing • No annual tax comparable to the annual net asset value tax in Luxembourg • Government Commitment to the Funds Industry • IMD World Competitiveness Yearbook 2010 • 1st for corporation tax • 4th for availability of skilled labour • 4th for being open to new ideas • 6th for labour productivity • 7th for flexibility and adaptability of people and availability of financial skills • Forbes 2010 • 1st in Eurozone of best countries for business • Approachable and practical regulator Source: Analysis of Lipper and IFIA survey data 2011 Global distribution of Irish Funds Ireland as a Funds Domicile Contacts Anne-Marie Bohan PARTNER E anne-marie.bohan@matheson.com Philip Lovegrove PARTNER E philip.lovegrove@matheson.com Dualta Counihan PARTNER E dualta.counihan@matheson.com Joe Beashel PARTNER E joe.beashel@matheson.com Shay Lydon PARTNER E shay.lydon@matheson.com Liam Collins PARTNER E liam.collins@matheson.com Elizabeth Grace CONSULTANT E elizabeth.grace@matheson.com Tara Doyle PARTNER E tara.doyle@matheson.com Michael Jackson PARTNER E michael.jackson@matheson.com www.matheson.comDublin London New York Palo Alto This material is provided for general information purposes only and does not purport to cover every aspect of the themes and subject matter discussed, nor is it intended to provide, and does not constitute or comprise, legal or any other advice on any particular matter. For detailed and specific professional advice, please contact your usual Asset Management and Investment Funds contact at the details set out above. Full details of the Asset Management and Investment Funds Group, together with further updates, articles and briefing notes written by members of the Asset Management and Investment Funds team can be accessed at www.matheson.com. Copyright © Matheson 2013. The information in this document is subject to the Legal Terms of Use and Liability Disclaimer contained on the Matheson website. . the Asset Management and Investment Funds Group, together with further updates, articles and briefing notes written by members of the Asset Management and. directional and quantitative and permitting direct investment and investment in fund of funds and feeder fund structures • Launch of property funds • Launch