Winston is an experienced funds lawyer who advises clients on investment management law and regulation with an emphasis on alternative investment funds, their investment managers, investors and service providers.
Institutional investors and pension schemes turn to him for advice in connection with their fund allocations, co-investments, fund-of-one structures and bespoke arrangements.
Winston also assists both institutional investors and investment managers with non-structured discretionary investment management and structured managed account investments across asset classes.
Winston’s clients include UK investment managers, US investment advisors, UK pension schemes, US State Plans and investment banks.
Expertise
- Formation of closed-ended and open-ended investment funds
- Advising pension schemes, sovereign wealth and other institutional investors on fund and segregated mandate investments
- Formation of investment management businesses
- Manager joint ventures
- Fund investments
- Co-investments
- Non-structured discretionary investment management arrangements
- Fund distribution agreements
- Advising manager and fund service providers
- Providing commercially focussed regulatory advice including on AIFMD, MiFID and EMIR policies and procedures
- M&A transactions structured via fund vehicles
Experience
Fund Formation
- Advised on the formation of a private equity manager, negotiations with its £500m seed investor, and the launch of its credit and real estate opportunities funds.
- Advised on the formation of a Luxembourg-domiciled tech venture fund.
- Launched multiple limited partnership co-investment vehicles for an Anglo-French tech manager.
- Advising on the formation of club-deal structures for a litigation funder.
- Advised an Anglo-US investment manager on the formation of a co-investment vehicle acquiring a large CLO tranche.
- Advised an international asset manager on the drafting and negotiation of its discretionary investment agreements, fund-of-one documentation and AIFM portfolio delegation arrangements.
- Acted for a UK investment adviser in connection with taking 40% in interest of a rollover vehicle managed by a Nordic asset manager.
- Advised on the formation of a UK private equity fund focussing on clean energy investments in Greece together with its associated carried interest arrangements.
- Advised on the formation of a private equity real estate fund seeded by a sovereign wealth fund.
- Acted for a hotel development asset manager in connection with its $500 million fund focussed on investment in African hotels.
- Negotiated a joint venture management agreement, carried interest arrangements and initial fund launch documents for a seed investor in a manager and its initial fund focussing on “alternative alternatives”.
- Advised a US asset manager on its AIFMD notifications of control across various EEA countries in connection with its acquisition of a European pharmaceuticals group.
Pension Schemes and Institutional Investors
- Represented a UK pension plan on its transition of £3.5 billion of assets to a new umbrella asset manager including custody, ISDA, GMRA and underlying sub-manager arrangements.
- Advised a US State Scheme on multiple closed-ended fund investments.
- Acted for a large Anglo-US fund of funds manager in connection with its private equity and rollover investments.
- Advised an international investment bank on proprietary pooled fund investments.
- Advised a UK family office on its in specie investment into a pharma fund.
- Represented a UK defined benefit pension scheme on its reallocation of £1.2 billion of assets to multiple international managers and funds together with its LDI arrangements.
- Advised a top 10 UK pension scheme on multiple private equity and real estate fund investments.
- Advised a UK pension scheme on the establishment of an asset-backed funding vehicle.
- Negotiated LDI mandates for UK pension schemes.
Hedge Fund Formation and Advice
- Acted for one of the largest fund of hedge fund managers in connection with EU platforming and marketing of their products, drafting their AIFMD policy and single managed account arrangements.
- Advised on the formation of multiple open-ended funds, including UK NURS.
- Advised a UK hedge fund manager on the dissolution of its Cayman structures and in specie capitalisation of a Guernsey structure.
- Established and negotiated a £750m Jersey fund of funds structure with a third-party replication platform provider.
- Advised on Appointed Representative, MiFID and AIFMD platform arrangements.
- Advised on the disposal of a Dubai regulated asset manager and transition of its investment funds to the management of an UK FCA authorised AIFM.
Please note: The experience list above may include examples of work completed prior to joining Keystone Law.
Recognition
Recognised in Chambers UK (2021-2024) for Investment Funds: Private Equity: Venture Capital
“Winston is not only a pleasure to work with, but a very quick study and thoroughly seamless in working with clients.” Chambers UK 2024
“Winston is one of our most trustworthy and valuable legal consultants. We have been very happy with the services he has been offering to us, his extensive knowledge on contractual and regulatory matters, and his level of commercial awareness.” Chambers UK 2024
“He is very knowledgeable, diligent and responsive.” “He is superb on the legal work and when helping us negotiate.” Chambers UK 2021
Recognised as a “Highly Regarded Lawyer” for Investment Funds and Hedge Funds by IFLR 1000, 2022- 2023.
“Winston’s engagement is exceptional. He has a deep knowledge of the industry and an ability to anticipate issues upfront and offer sensible options to resolve them. His availability (for instance at weekends or whilst on leave) often exceeds expectations. I trust his judgement.” The Legal 500
Career
Winston qualified as a solicitor in 2004. Prior to joining Keystone Law in 2021, he worked at the following firms:
- Reed Smith
- KPMG
- Nabarro
- Dechert