Winston Penhall

Winston manages the entire launch process including: structuring advice; drafting and negotiating limited partnership agreements and investment management agreements; reviewing and negotiating fund administration, custody, prime brokerage, ISDA and other service provider contracts; drafting and finalising carried interest limited partnership agreements; sourcing and instructing non-UK counsel and other advisors; and drafting launch board minutes and running launch board meetings. 

• Advised a start up UK investment advisor on the formation of its first (and soon second) closed ended GP/LP fund domiciled in Jersey focussing on investing into funds and managed accounts in the green sector, particularly forestry and agriculture. 
• Advised on the first fund launched by a UK investment advisor structured as a Guernsey GL/LP structure focussing on electrochemical technologies that target greater efficiencies across the engineering and retail sectors. We have recently been instructed to advise on the formation of their second fund, targeting a launch at the end of Q1 2026.  
• Advised an established UK venture/tech private equity house on the formation of a Luxembourg-domiciled tech venture fund structured as a SCSp (limited partnership). 
• Advised on the formation of a private equity real estate fund seeded by a sovereign wealth fund. 

Winston advises closed-ended fund managers and venture investment advisers on the establishment and operation of GP/LP structures that fall outside of AIFMD and which are formed for the purpose of acquiring specified assets. 

• Advised on the formation and operation of multiple Jersey domiciled limited partnership co-investment vehicles for an Anglo-French venture tech manager. 
• Advised on the formation and operation of multiple Guernsey domiciled limited partnership structures formed to house specific litigation funding opportunities. 

Winston advises on the formation of alternative investment funds that are open-ended, such as hedge funds as well as managed accounts established by hedge fund managers that cater for the needs of specific investors. 

• Advised a UK investment advisor on (a) the transfer a managed portfolio into a hedge fund strategy managed by a third party asset manager; and (b) his transition to managing a portfolio of assets within that fund. 
• Advised a Cyprus regulated alternative investment fund manager on regulatory matters relating to the financial promotion of their Irish domiciled hedge fund and the establishment of a programme of managed accounts running substantially the same strategy for asset manager groups internationally. 
• Advised an Anglo-US investment manager on the formation of a co-investment vehicle acquiring a large CLO tranche. 
• Advised the client of a boutique New York law firm on the transition of a star investment manager from one of the largest US hedge fund managers to a UK investment manager, including related commercial arrangements 

Winston advises investment managers and institutional investors on negotiating managed account documentation, whether documented as investment management agreements, investment advisory agreements, funds of one or more esoteric structures. 

• Continually advise an international asset manager with circa $270 billion of assets under management 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 an EU regulated MiFID firm on its discretionary investment management agreements with third party asset managers and institutional investors. 
• Advised a Saudi group on the negotiation of a discretionary investment management agreement with an international investment manager. 
• Advised a UK pensions scheme on the negotiation of a £1 billion discretionary investment management agreement with one the largest UK institutional investment managers, together with associated derivatives documentation (ISDAs, GMRAs, etc) 

Winston advises pension schemes, sovereign wealth funds, and institutional investors as well as high net worth invididuals on fund and segregated mandate investments, co-investments, and discretionary management arrangements, ensuring optimal structures and regulatory compliance. 

• Acted for the investment vehicle of one of the UK’s most successful recruitment firms on its investment into a start up venture fund. 
• Represented a UK pension plan on its transition of £3.5 billion of assets to a new umbrella asset manager under a discretionary investment management agreement including custody, ISDA, GMRA and underlying sub-manager arrangements. 
• Advised a US State Scheme on multiple closed-ended fund investments which included the negotiation of underlying fund documentation – typically the limited partnership agreement of the fund and the drafting/negotiation of a side letter supplementing the fund terms. 
• 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. 

Winston counsels investment managers, fund managers and institutional investors on UK regulatory matters. He has an excellent  working knowledge of securities laws in other jurisdictions, particularly the USA, and consequently is able to assist clients in sourcing and instructing non-UK counsel where required. 

• Standing counsel to advise a UK pension scheme on its asset management related regulatory obligations (including MiFID). 
• Advise as standing counsel a large UK asset manager on diverse range of regulatory matters including: when notifications have to be made to the FCA following wrongful actions of employees; the FCA custody rules (CASS) and their interaction with platforming underlying clients; in conjunction with the Litigation Team on firm replication and passing off activities and associated FCA notifications; material outsourcing arrangements under SYSC 8 of the FCA Rules; challenges in client classification under the FCA Rules. 
• Advised a US asset manager as lead counsel on its AIFMD notifications of control across various EEA countries in connection with its acquisition of a European pharmaceuticals group.  
• Proving advice to multiple clients (on the buy and sell side) on collective investment schemes and their financial promotion into the UK. 
• Project managing US securities laws filings (Regulation D/Regulation S) under the 1933 Securities Act and investment adviser exemptions under the Advisers Act 1940. 
• 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. 

Winston advises, together with the Employment Team, both individuals and investment managers on the commercial arrangements surrounding the termination of an employee or partner or the hiring of an employee or partner into an investment management business. 

• Advising multiple clients on the structuring and establishment of GP/LP structures conforming to the BVCA/HMRC MOU on carried interest, typically structured as Scots, Jersey or Guernsey limited partnerships for all closed-ended fund launches. 
• Advised a US law firm on the transition of its client from a US hedge fund manager to a UK investment manager, including IP and commercial arrangements. 
• Advised a Barcelona/UK asset manager on drafting carried interest partnership documentation and the continuing operation (including vesting arrangements following employee termination) of their various carried interest structures. 
• Advised a multi-national hedge fund manager on the drafting of synthetic carried interest arrangements for non-US employees. 
• Advised a US fund manager on the vesting arrangements following termination of employment, including drafting appropriate settlement agreement language. 
• Advising an individual on their commercial arrangements when hired as CIO of a private investment group running their own money, including the negotiation of carried interest arrangements.  
• Drafting investment manager LLP Agreements (including partner compensation deeds of adherence) and advising individuals on their commercial entitlements following termination as partners

Recognised by the Legal 500 for Venture Capital 2025-2926

Recognised by the Legal 500 for Pensions 2026 

Recognised by Chambers UK for Investment Funds: Private Equity: Venture Capital 2021 – 2025 

Recognised by IFLR 1000 as a “Highly Regarded Lawyer” for Investment Funds and Hedge Fund 2022- 2025 

Law Society Prize for Excellence, 2004