A n t h o n y J i m e n e z & C o m p a n yF I N A N C I A L S E R V I C E S C O N S U L T A N C Y

financial services[plural] [noun] professional services involving the investment, lending and management of money and assets.

consultancy [noun]a professional practice that gives expert advice within a particular field.

Service Brochure 2017

Marlbourgh Road, St. James’s, London

Anthony Jimenez & Company (also referred to in this brochure as “AJ & Co”) is a professional consultancy practice established to meet the demand for an advisory firm with substantial industry experience and in-depth knowledge of the legal, regulatory and commercial challenges facing independent wealth management and fund management firms on a day-to-day basis.

The wealth management and fund management community is made up of independent firms (referred to in this brochure as “Investment Firms”) that work externally to banks and generally focus on the provision of objective, specialised investment services. AJ & Co works with Investment Firms which are either regulated in accordance with the Markets in Financial Instruments Directive (MiFID) or the Alternative Investment Fund Managers Directive (AIFMD).

Anthony Jimenez & Company is focused on forging close, long-term relationships with its clients and becoming an integral support function to their respective businesses. AJ & Co specialises in advising and servicing Investment Firms and their clients with respect to a range of specific areas, which include, but are not limited to, the following:

◊ Regulation and Compliance

◊ Authorisation and Licensing

◊ Funds and Collective Investment Schemes

◊ The Issue and Offer of Securities

◊ Investment and Wealth Structuring

◊ Private Client Solutions

◊ Transactions and Support Documentation.

Anthony Jimenez & Company is also able to draw upon the expertise of an extensive international network of business intermediaries, such as banks, financial institutions, company and trust management companies, investigative reporting agencies, investment advisors and asset managers, tax planners, lawyers, life assurance brokers and property consultants.

Anthony Jimenez & Company offers its clients a range of unique, commercially-minded, value-driven fee structures in order to support the needs of start-ups, growing mid-size firms or larger established businesses that wish to reduce or streamline their legal advisory expenditure.

Anthony Jimenez & Company is a specialised financial services consultancy firm based in the prestigious St. James’s district in the West End of London that works predominantly with independent investment houses primarily based in the United Kingdom, such as investment advisory, asset management and fund management boutiques.

Introduction

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A consultancy practice with expertise in financial

services law and regulation which caters for the

independent wealth management and fund

management community

City Hall, The Shard , London

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TRANSACTIONS & SUPPORT DOCUMENTS

PRIVATE CLIENT SOLUTIONS

REGULATION & COMPLIANCE

FUNDS & COLLECTIVE INVESTMENT SCHEMES

THE ISSUE & OFFER OF SECURITIES

AUTHORISATION & LICENSING INVESTMENT & WEALTH STRUCTURING

The financial services regulatory and compliance landscape is continually changing and becoming ever more complicated and complex. Investment Firms must maintain a sound system of compliance controls to undertake their obligations and responsibilities effectively under the relevant regulatory regime.

The Markets in Financial Instruments Directive (MiFID) is the major regulatory framework for wealth management firms, as implemented into the laws of the United Kingdom through the Financial Services and Markets Act 2000 (FSMA). MiFID is a comprehensive regulatory regime which affects how wealth management firms organise their internal systems and controls and conduct business with their clients. MiFID II, a revised version of MiFID, will be implemented in EU member states from 2017 and will introduce new rules on investor protection, conduct of business and organisational requirements.

The Alternative Investment Fund Managers Directive (AIFMD), transposed into the laws of the United Kingdom through the Alternative Investment Fund Managers Regulations 2013 (AIFMR), governs the legal and regulatory architecture of funds (known as AIFs) and fund management firms (known as AIFMs). Unless subject to an exemption, AIFMD will apply to all AIFMs that are EU based, or are non-EU based but have EU domiciled AIFs, or have non-EU domiciled AIFs that market their units/shares within the European Union.

Regulation & Compliance

The Shaftsbury Memorial Fountain, Piccadilly Circus, London

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Advice on all matters relating to MiFID, and the soon to be implemented MiFID II, the regulatory regime which governs the way wealth management firms operate, conduct business, organise themselves, and report.

Advice on all matters relating to AIFMD, which imposes harmonised conditions and requirements on the structure, strategy and operations of alternative investment fund managers (AIFMs).

Advice on complex and high-end compliance and operational issues, including AML and KYC matters, regulatory permissions, client risk-assessments, client profiling, threat matrix systems, and suspicious transaction reporting.

Designing, drafting and advising on the implementation of robust controls, systems, procedures and policies to assist Investment Firms operate effectively within, and comply with, the applicable regulatory regime.

Advice on corporate governance matters effecting Investment Firms, including the establishment of effective management and controls, internal audits, and how to manage complaints and legal claims.

Advice on the rules for Investment Firms that wish to market and provide their services abroad in accordance with the passporting regimes created under MiFID and/or AIFMD.

Markets in Financial Instruments Directive

Alternative Investment Fund Managers Directive

Compliance & Operations

Systems, Policies & Procedures

Cross-Border Passporting

Corporate Governance

Anthony Jimenez & Company is able to offer a reliable and dependable advisory and support service with respect to all regulatory and compliance matters that affect Investment Firms.

Regulation & Compliance 7

Firms which intend to provide regulated investment services from within the United Kingdom will be required to obtain and apply the appropriate authorisation from the Financial Conduct Authority prior to any regulated activity taking place.

◊ Legal Status. The applicant must apply in a prescribed legal form e.g an individual person, a body corporate (i.e. a company or a limited liability partnership), or an unincorporated association.

◊ Location of Offices. The applicant will be required to have its registered office and place of business in the United Kingdom.

◊ Financial Resources. An applicant intending to undertake a regulated activity must show they have and can maintain adequate financial resources.

◊ Systems and Controls. An applicant must show they have in place, or will put in place, adequate systems, controls, policies and procedures in order to support their activities and comply with the relevant rules.

◊ Approved Persons. The individuals representing the applicant will be required to be registered as “approved persons” if they are determined to be undertaking a controlled function.

◊ Fitness and Propriety. As a general condition, the FCA must be satisfied that the applicant is “fit and proper” to be granted authorisation, and have the requisite integrity, competence and financial standing necessary to carry on regulated activities in the United Kingdom.

Authorisation & Licensing

An application for authorisation to provide investment services is an involved process, and comprises of submitting the relevant application documents and providing information necessary for the Financial Conduct Authority (FCA) to make an informed decision.

It is important that the applicant presents a full application pack containing the exact information required by the FCA in order to obtain its licence within a reasonable time-frame. Irrespective of whether applying for authorisation under MiFID or AIFMD, the applicant must be able to demonstrate the following in their application to the regulator:

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Pre-Application PlanningPreparation of a comprehensive initial plan of the business, which will consider the proposed operations and activities, the persons involved, and the appropriate licence and permissions required.

Legal VehiclesAdvice on the legal vehicles which can be used to incorporate the business and the pros and cons of each type of structure (e.g. private company vs limited liability partnership).

ApplicationPreparation and drafting of the various forms and documents which make up the application for submission to the FCA. This includes the personal applications for individuals undertaking controlled functions.

Business Plan

Preparation and drafting of a comprehensive business plan to accompany the application to the FCA. The business plan must reflect how a firm will meet the respective threshold conditions to undertake the regulated activities.

Policies & ProceduresDesign and draft the systems, controls, procedures and policies required by Investment Firms under MiFID or AIFMD, and advice on their subsequent implementation.

Business DocumentsDesign and draft fundamental documentation bespoke to the requirements of each firm, such as the general terms and conditions of business, client on-boarding documentation, and client service agreements.

Submission & Correspondence

Submission of the full application pack to the FCA and to undertake any subsequent on-going correspondence with the FCA in terms of any follow-up questions or issues.

Anthony Jimenez & Company provides a full service programme for the establishment, licensing and on-going operations for firms that wish to be authorised and licensed to provide investment services in accordance with MiFID or AIFMD within a reasonable timeframe.

Authorisation & Licensing 9

Funds and Collective Investment Schemes continue to be popular investment structures for investors and have proved a successful medium for raising and collecting assets for Investment Firms. In addition to their traditional use of offering investors access to a specific investment strategy, funds are becoming increasingly popular structures for use as family-office vehicles or by private individuals looking for alternative structures from standard offshore companies and trusts.

Funds & Collective Investment Schemes

Berkeley Square, Mayfair, London

Fortnum & Mason, Piccadilly, London

The Ritz, St. James’s, London

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Type of FundAdvice on the general establishment of private schemes, mutual funds (AIFs), undertakings in collective investment in transferable securities (UCITS) and exchange traded funds (ETFs).

Service Providers IIntroductions to various blue-chip service providers required when establishing a fund, including drawing on long-term relationships and special fee arrangements (e.g. local directors, administrators, custodians, auditors, brokers, etc).

Constitutional DocumentsDraft and/or review the constitutional documentation of the fund (e.g. memorandum & articles, partnership deed, trust deed, etc – depending of the legal vehicle used).

Private Placement Memorandum

Draft and/or review the private placement memorandum (“PPM”) and the accompanying subscription documents, which includes coordinating the review of the PPM and subscription documents with the respective service providers.

Third-Party AgreementsDraft and/or review the respective service provider contracts and agreements (e.g. director service agreement(s), administration agreement, custodian agreement(s), prime broker agreement(s), etc).

Cross-Border PassportingAdvice on the rules for cross-border passporting of funds for marketing and asset raising purposes in accordance with the passporting regime created under AIFMD.

Marketing MaterialAdvice on the content of any promotional or marketing documentation and the wording of any relevant disclaimers.

Operational SupportProvide on-going operational services the fund to ensure the smooth running and regulatory compliance of the fund.

Anthony Jimenez & Company has considerable experience advising on the establishment, management, and on-going operations of funds and collective investment schemes.

Funds & Collective Investment Schemes 11

The issue of securities to the public or the admittance of securities for trading will require the respective firm to comply with the Prospectus Directive. The Prospectus Directive provides for a single regime throughout the European Union governing the content, format, approval and publication of prospectuses for public distribution.

The Issue and Offer of Securities

The Prospectus Directive, as amended and supplemented by the Prospectus Regulation and other legislation, requires a prospectus to be published where either an offer of securities is made to the public or securities are admitted to trading on a regulated market.

The securities to which the Prospectus Directive applies are “transferable securities” as defined in MiFID (with the exemption of instruments of payment):

• Shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares.

• Bonds or other forms of securitised debt, including depositary receipts in respect of such securities.

• Any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement determined by reference to transferable securities, currencies, interest rates or yields, commodities or other indices or measures.

Anthony Jimenez & Company provides a full advisory programme for a firm that wishes to offer securities, and is focused on advising firms on the following matters relating to the Prospectus Directive:

◊ Scope. Advice on whether the Prospectus Directive would apply to the offer of the type of securities contemplated.

◊ Exemptions. Advice on whether any applicable exemptions apply to the proposed offer of securities.

◊ Form and Content. Advice on the general form of the prospectus and the content required, including the provision of drafting the document.

◊ Regulatory Approval. Arrange for submission to the FCA for approval and dealing with any related correspondence.

◊ Publication. Arrange for the publication of the prospectus in accordance with the prescribed ways under legislation.

◊ Passporting. Advice on utilising the single passport to offer securities in other member states.

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Anthony Jimenez & Company is based in the St. James's district of London and works with wealth management

and fund management firms based in the local area as

well those established in other parts of the United Kingdom

Houses of Parliament and Westminster Bridge, Westminster, London

Anthony Jimenez & Company provides a range of advisory and support services for an Investment Firm undertaking, overseeing or coordinating a corporate transaction irrespective of its size. This service includes advice on the transaction itself, putting together the respective legal teams and investment banks, production of documentation, negotiating terms with the other side, and coordinating with other advisors working on the matter. Examples of such transactions and projects that Investment Firms may find themselves regularly involved with include, but are not limited to, the following:

◊ Mergers & Acquisitions. Buying and/or selling of equity in a private company.

◊ Corporate Restructures. Restructuring and/or refinancing of a corporation.

◊ Capital Raising. Capital raising by the private placement of debt/equity to investors.

◊ Management Restructures. Internal management buy-out of a corporation or a corporate reorganisation.

◊ Joint Ventures. Two or more firms which wish to participate in a joint transaction or venture.

◊ Business Carve-Outs. Carving out of assets or a business and the subsequent restructuring under a stand-alone entity.

◊ Transactional Due Diligence. Coordinating the validation of all the financial, commercial, operational and strategic assumptions being made for a commercial transaction.

Transactions & Support Documentation

Investment Firms are entrepreneurial cores which attract talented, innovative, commercially driven members, employees and clients. This naturally leads to a steady flow of private corporate transactions and projects, either undertaken by the firm in principal or overseen and coordinated by the firm for their clients.

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It is important for Investment Firms to have an efficient support service which can produce on-demand, tailored documentation for day-to-day business matters at a cost-effective rate to enable a firm to continue to attract business, complete deals and generate revenue.

Anthony Jimenez & Company has its roots in the financial services industry and understands the requirement for Investment Firms to have access to support and transactional documentation which includes, but is not limited to, the following documents:

◊ Introducer Agreements.

◊ Non-Disclosure and Confidentiality Agreements.

◊ Engagement Letters and Letters of Intent.

◊ Heads of Terms and Business Plans.

◊ Fee Sharing Arrangements and Commission Agreements.

◊ Service Level Agreements.

◊ Presentations and Disclaimers.

Anthony Jimenez & Company provides a cost-effective, advisory and drafting service for documentation frequently used by Investment Firms for day-to-day business matters. Each document is drafted specifically for the matter at hand and is bespoke and tailored based on instructions from the Investment Firm.

Transactions & Support Documentation 15

Investment and wealth structuring is the establishment and arrangement of legal vehicles to invest, house and hold the assets belonging to an individual or to a family. It is common that clients of Investment Firms will have, or will be in need of, some form of asset holding legal structure, be it in a personal or business capacity, from which they invest from and hold their assets.

Investment and wealth structuring has become an increasingly important area for consideration due to the introduction of complex world-wide regulation and tax legislation, which affects individuals across the globe. In today’s environment, sophisticated and detailed advice on structuring is required given the heightened complexity of the legislative and regulatory landscape.

The overall goal of a structure is driven by the client’s end objectives (e.g. tax optimisation, privacy and anonymity, succession planning, asset protection, etc.) The underlying assets can range from standard tradable securities (e.g. stocks and bonds, etc.) to real-estate, to private equity, to alternative investments such as yachts, aircraft and art. Effective structuring takes into consideration matters such as asset protection, privacy and anonymity, tax optimisation, succession planning, regulatory licencing, and event risk (e.g. death, divorce, bankruptcy, etc). High-calibre investment and wealth structuring advice should also consider the need for combining advice from “onshore” and “offshore” legal and tax professionals in order to deal with the complexities of multi-jurisdictional planning.

Investment & Wealth Structuring

Canada Square, Canary Wharf, London

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Anthony Jimenez & Company is able to advise on, plan and coordinate the formation, administration and governance of wealth holding and investment structures for various objectives roles and purposes.

Asset Protection. Protecting assets from commercial creditors, political disorder, changing legislation, intra-family disputes and irresponsible heirs.

Privacy and Anonymity. Safeguarding the privacy and maintaining anonymity for individuals and families.

Asset Management. Improving the efficiency of asset management and administration.

Tax Optimisation. Activating tax efficiency and tax optimisation.

Event Protection. Limiting risk and exposure from events, such as divorce, insolvency or incapacity.

Succession. Enabling orderly succession of assets across jurisdictions.

Family. Promoting family governance and the creation of effective wealth transfer mechanism for future generations.

Philanthropy. Devising effective ways to donate money to charitable causes for philanthropic services.

The Rock of Gibraltar

Investment & Wealth Structuring 17

Investment Firms often require support and guidance in finding sophisticated and inventive solutions within the financial services arena for their clients. Due to the nature of high-net worth and ultra-high-net worth clients, it is essential that Investment Firms are able to offer them banking, investment services, wealth structuring, and transactional innovations in order to continue to secure their business.

Private Client Solutions

High-Net Worth Individuals (HNWI) and Ultra-High-Net Worth Individuals (UHNWI) often require special attention when it comes to managing their affairs related to financial services. Matters can become complicated with HNWI and UHNWI since they often require more sophisticated tax planning, complex wealth holding and high-level banking arrangement.

Investment Firms will commonly encounter prospective clients, or already have clients, that are considered “high-risk” under current global standards. This may be due to reasons such as the jurisdiction in which the client has generated wealth, the legal structure through which the client holds their assets, the type of business the client is engaged, derogatory personal information published on the internet, unclear business practices, family background, political ties and so forth. Anthony Jimenez & Company advises on best practices with respect to the following:

◊ Client On-Boarding. The procedures and processes required by Investment Firms to on-board and handle high-risk clients.

◊ Legal Structures. Suitable structures for wealth holding and investment purposes for high-risk clients.

◊ Banking. Finding banking and custodial solutions, and ways to verify wealth and source of funds.

◊ Enhanced Due Diligence. Running enhanced due diligence programmess, including utilising investigative firms to produce to third-party due diligence reports.

◊ AML and KYC. The enhanced anti-money laundering and KYC documentation required by an Investment Firm.

◊ Risk Mitigation. Advice on how Investment Firms can mitigate reputational risks from handling high-risk clients.

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info@aj-financial.serviceswww.aj-financial.servces

Anthony Jimenez & Company (UK) Limited11 Waterloo Place,St. James’sUnited KingdomLondon, SW1Y 4AUTel: +44 (0)207 484 3340Fax: +44 (0)207 484 3369

Anthony Jimenez & Co (Gibraltar) LimitedIrish House,92 Irish Town,GibraltarTel: +350 200 42343Fax: +350 200 76614

Anthony Jimenez is a qualified barrister, called to the Bar of England and Wales and Gibraltar. Anthony is an expert in financial services and fund law and has experience of servicing Investment Firms in both private practice and as in-house general counsel. Anthony also has practical industry experience of managing a fully regulated Investment Firm.

Contact Details

Anthony Jimenez, founder & CEO of the Anthony Jimenez Consultancy Group.

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Anthony Jimenez & Company (UK) Limited (company number: 10562432) and Anthony Jimenez & Co (Gibraltar) Limited (company number: 115199) form part of the Anthony Jimenez & Company Consultancy Group and trade under the business name Anthony Jimenez & Company. All and any references to Anthony Jimenez & Company refers to all and any entities in the Anthony Jimenez & Company Consultancy Group.

The information contained in this brochure is given without any liability whatsoever to Anthony Jimenez & Company or any of its related entities or their respective directors, shareholders, members, officers, consultants and is not intended to constitute legal, tax, investment or accounting advice and/or opinion. Anthony Jimenez & Company is a consultancy company and does not provide legal, tax or investment advice. Anthony Jimenez & Company is not regulated to provide investment services by the Financial Conduct Authority in the United Kingdom, or the Financial Services Commission in Gibraltar.

No representation, warranty, expressed and/or implied, is made as to the accuracy, completeness or thoroughness of the content of the information. Any recipient of this brochure should consult with their own legal, tax, investment and/or accounting advisers as to the accuracy and application of any of the information contained within this brochure and should conduct their own due diligence and other enquiries in relation to such information. The information in this brochure has not been independently verified by Anthony Jimenez & Company. Anthony Jimenez & Company disclaims any and all responsibility for any errors and/or omissions in such information, including any financial calculations, projections and forecasts set forth within this brochure. No representation and/or warranty is made that any projection, forecast, calculation, forward-looking statement, assumption and/or estimate contained in this brochure should and/or will be achieved.

This brochure does not carry any right of publication. This brochure is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Anthony Jimenez & Company. Neither this brochure nor any of its contents may be reproduced or used for any other purpose without the prior written consent of Anthony Jimenez & Company. The information may change without notice; Anthony Jimenez & Company is under no obligation to ensure that such updates are brought to the attention of any recipient.

Disclaimer

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A n t h o n y J i m e n e z & C o m p a n yF I N A N C I A L S E R V I C E S C O N S U L T A N C Y