Rowena Hill

Rowena advises fund operators and investment managers on the legal, regulatory, and commercial aspects of establishing, operating, and maintaining investment funds. She can advise throughout the entire fund lifecycle, from establishment and launch through to restructuring, mergers, and terminations. She has broad experience of establishing and maintaining UK and Luxembourg authorised funds as well as alternative funds. She regularly supports clients on regulatory interactions, product governance matters, and the legal documentation required to implement complex fund launches and changes.

• Provided full product lifecycle legal support for FCA-authorised fund ranges, including establishment, launch, variation, and closure. This included drafting FCA applications, liaising with the FCA, drafting fund prospectuses and constituting documents, negotiating service provider agreements, and preparing shareholder letters and circulars.
• Advised a global investment manager with more than £800 billion in assets under management on the establishment and maintenance of its UK authorised funds range (AUTs and OEICs) and investment trusts.
• Advised the ACD of a PAIF on the sale of its entire property portfolio and subsequent termination of the PAIF, including liaising with the FCA and advising the board on ACD and Consumer Duty-related matters.
• Advised on the establishment, maintenance, and distribution of a Luxembourg fund range for a global investment manager.
• Advised a global investment manager on the lift-out of a Europe-based investment team, the establishment of a new branch of a Luxembourg management company, and the creation of a Luxembourg RAIF.

Rowena advises investment managers, fund operators, and financial services businesses on the legal, regulatory, and commercial aspects of providing and receiving portfolio services. She has extensive experience drafting and negotiating fund service provider agreements, from large outsourcing agreements through to index provider terms of business.

• Drafted fund services agreements for fund launches including fund management agreements, IMAs, IAAs, custody agreements, depositary agreements, administration agreements, fund accounting agreements, transfer agency agreements, and registrar agreements.
• Negotiated a multi-million-dollar transfer agency agreement for the European fund ranges of a global investment manager, ensuring compliance with outsourcing rules and delivering a robust multi-year commercial agreement.
• Provided legal advice and support to a UK investment manager launching a model portfolio service, including drafting terms of business and associated literature.

Rowena advises fund managers and distributors on the marketing and cross-border distribution of funds. She supports clients with distribution frameworks and intermediary contractual arrangements across multiple jurisdictions, helping them to deliver compliant and efficient distribution of funds to investors worldwide.

• Drafted and negotiated distribution agreements for a wide range of distributors including global banks, platform providers, wealth managers, asset management companies, and other intermediaries.
• Advised on implementation of regulatory changes impacting funds and distribution of funds including Assessment of Value, Consumer Duty, Overseas Funds Regime, MiFID, and AIFMD.
• Advised on the establishment, maintenance, and distribution of a Luxembourg fund range for a global investment manager.
• Drafted UK supplements for overseas fund prospectuses and drafting applications for registration under the FCA Overseas Funds Regime.
• Supported a global investment manager’s UK and Luxembourg UCITS fund distribution activities across the UK, Europe, Asia, the Middle East, and other global markets, including negotiating and maintaining distribution and related agreements.

Rowena advises investment managers and institutional investors on advisory and discretionary investment arrangements across a broad range of asset classes. She has significant experience negotiating high-value agreements and strategic appointments, and designing practical documentation and processes for legal and investment teams to follow.

• Advised investment managers and institutional investors on all aspects of managed accounts across a diverse investment universe, including drafting and negotiating investment management agreements, investment advisory agreements, legal playbooks, and negotiation guides.
• Negotiated a $5 billion+ investment management agreement for a global investment manager with a leading wealth manager.
• Negotiated a $1 billion+ investment management agreement for a global investment manager with a well-known institutional investor.
• Prepared a red-flag review analysis of non-negotiable investment management agreements for a leading investment manager as part of its RFP process.
• Drafted a comprehensive playbook and negotiation guide for the legal team of an investment manager to ensure consistent and efficient negotiation of investment management agreements.

Rowena advises institutional investors such as pension funds and other asset owners on investment arrangements across a broad range of asset classes. She supports clients with their appointment of investment managers and advisors, drafting and negotiating investment management agreements, supporting commercial decision making and providing ongoing legal advisory services.

• Drafted a suite of template investment management agreements by asset class for a Local Government Pension Scheme (LGPS).
• Negotiated an investment management agreement on behalf of a chartered body.
• Advised one of the UK’s leading providers of retirement financial solutions on term sheets and investment management agreements for alternative asset classes.
• Provided fractional in-house legal support for an LGPS, including drafting terms of business and reviewing commercial contracts.

Rowena advises fund operators, investment managers, and financial services firms on regulatory implementation. She supports clients in interpreting and implementing evolving regulatory requirements, helping them navigate regulatory expectations while maintaining simple and efficient operational frameworks.

• Advised on implementation of regulatory changes impacting funds and distribution of funds including Assessment of Value, Consumer Duty, Overseas Funds Regime, MiFID and AIFMD.
• Led the design and implementation of the SMCR for a leading investment manager with over $2 trillion in assets under management.
• Adviser to and standing attendee of the conduct committee of a global investment manager, advising on conduct rule breach assessments and alignment with HR processes.
• Advised investment managers on, and preparing, fund applications for the FCA Overseas Funds Regime.
• Advised an FCA-authorised investment manager on implementation of and compliance with the Consumer Duty.

Rowena advises fund operators, investment managers, institutional investors, trade associations, and other financial services businesses on a broad range of legal, regulatory, and commercial matters. She provides pragmatic and solutions-orientated advice to her clients, working on either an external counsel or fractional in-house basis.

• Provided full product lifecycle legal support for FCA-authorised fund ranges, including establishment, launch, variation, and closure.
• Drafted and negotiated fund services agreements, including fund management agreements, IMAs, IAAs, custody agreements, depositary agreements, administration agreements, fund accounting agreements, transfer agency agreements, registrar agreements, and information sharing agreements.
• Drafted and negotiated distribution agreements for a wide range of distributors, including global banks, platform providers, wealth managers, asset management companies, and other intermediaries.
• Advised investment managers and institutional investors on all aspects of managed accounts across a diverse investment universe, including drafting and negotiating investment management agreements, investment advisory agreements, legal playbooks, and negotiation guides.
• Advised on the implementation of regulatory changes impacting funds and fund distribution, including Assessment of Value, Consumer Duty, the Overseas Funds Regime, MiFID, and AIFMD.
• Provided fractional in-house legal support for an LGPS, including drafting terms of business and reviewing commercial contracts.
• Managed the provision of legal services in the UK in relation to a leading investment manager’s commercial and corporate interests, including outsourcing, technology agreements, disputes, and commercial agreements.
• Provided fractional in-house legal support for several trade associations in the investment management and pensions sectors, advising on commercial contracts, corporate governance, and strategic initiatives.
• Provided fractional in-house legal support to General Counsel on overflow work, regulatory change projects, business change projects, strategic initiatives, and crisis management.

Rowena advises financial services businesses on day-to-day legal, regulatory, and governance matters, acting as interim or fractional in-house counsel for companies that require additional support, or general counsel, where required.

• Provided fractional in-house legal support for an LGPS, including drafting terms of business and reviewing commercial contracts.
• Managed the provision of legal services in the UK in relation to a leading investment manager’s commercial and corporate interests, including outsourcing, technology agreements, disputes, and commercial agreements.
• Provided fractional legal support for several trade associations in the investment management and pensions sectors, advising on commercial contracts, corporate governance, and strategic initiatives.
• Provided interim and fractional general counsel support to a broad range of clients in the financial services sector, including investment managers, wealth managers, family offices, not-for-profits, pension providers, service providers, and trade associations.
• Provided in-house legal support to an FCA-authorised firm in response to an FCA section 166 Skilled Person Review.
• Advised an FCA-authorised investment manager on implementation of and compliance with the Consumer Duty.
• Advised on the implementation of regulatory changes impacting funds and fund distribution, including Assessment of Value, Consumer Duty, the Overseas Funds Regime, MiFID, and AIFMD.
• Led the design and implementation of the SMCR for a leading investment manager with over $2 trillion in assets under management.
• Adviser to and standing attendee of the conduct committee of an FCA-authorised group of companies within a global investment manager, advising on conduct rule breach assessments and alignment with disciplinary processes.
• Standing attendee and adviser to UK holding company boards, including risk, audit, and remuneration committees, and regulated entity boards, including UCITS/AIFM management companies and MiFID firms. Also an ad hoc adviser to EU management company and Irish and Luxembourg fund boards.
• Carrying out board effectiveness reviews and succession planning exercises.
• Drafting board terms of reference and board committee terms of reference for FCA and CSSF-authorised companies.
• Drafting client terms of business for multi-family offices.