General Counsel

Role purpose:

To own and operate the legal function of the management company and its managed funds as sole counsel: provide senior legal judgment on fund structuring, investment transactions, LP contractual obligations and regulatory positioning under the Acting Law of the AIFC, while personally executing the underlying legal work, including drafting, negotiation and transaction support.

The General Counsel is responsible for legal interpretation, mandate integrity, and legal risk identification and mitigation. The role does not assume responsibility for investment decision-making, portfolio construction, or compliance monitoring functions.

Core responsibilities:

1. Fund documentation, LP obligations and fundraising

• draft, negotiate and maintain fund documentation, including constitutional documents, limited partnership agreements, offering materials, subscription agreements, investment management agreements and side letters;

• own and maintain a centralised register of LP obligations and side letters, including consent rights, excuse/exclusion rights, MFN provisions, disclosure and reporting requirements; monitor compliance so that no LP consent or notification requirement is missed;

• manage the lifecycle of fund documentation, including amendments, MFN tracking and harmonisation;

• lead the legal workstream of fundraising and investor onboarding, including participation in LP legal due diligence, engagement with LP legal teams, and standardised responses to recurring structural and mandate queries, ensuring no legal-related delays in fundraising.

2. Investment transactions and Investment Committee

• participate in the Investment Committee as legal gatekeeper: review all proposed transactions for consistency with the fund mandate, LP restrictions and applicable legal requirements, applying a documented legal review checklist for IC materials;

• assess the legal permissibility of proposed investment structures, including cross-border elements, and prepare legal memoranda or formal legal positions for the Investment Committee and the Board;

• personally execute transaction legal work: term sheets, share purchase and shareholders' agreements, legal due diligence, and closing mechanics for direct investments and fund commitments;

• provide legal support across the portfolio lifecycle, including governance and information rights, follow-on investments, restructurings and exits.

The General Counsel provides legal opinion and mandate confirmation but does not participate in commercial assessment, valuation decisions, portfolio allocation, or risk-return analysis.

3. Regulatory work (AIFC)

• provide legal interpretation of the Acting Law of the AIFC and applicable licence conditions; define and maintain the Company's legal position on regulatory structuring and cross-border activity;

• advise the CEO and senior management on the regulatory implications of new products, strategies or structural changes;

• prepare legal responses to regulatory engagements and enquiries within applicable deadlines;

• lead the legal workstream of regulatory and governance reform projects, including engagement with international financial institutions and the regulator;

• work in coordination with the Compliance Officer and MLRO under a documented division of roles and an agreed escalation protocol for regulatory matters.

Regulatory monitoring, compliance testing and statutory compliance reporting remain within the Compliance and MLRO functions. Legal interpretations are subject to the authority of competent regulatory and judicial bodies (AFSA, AIFC Court, etc.).

4. Legal risk ownership

• maintain a legal risk map covering fundraising, investments, contracts and reporting; present high-level legal risk summaries to the CEO and the Board;

• identify principal legal risk areas and implement proportionate mitigation improvements;

• manage disputes, claims and litigation strategy where applicable.

5. Contracts and policies

• review and negotiate the Company's contracts and route them to the correct signing authority;

• standardise and maintain templates for recurring agreements (NDAs, service and supply contracts);

• maintain a current suite of internal legal policies and procedures.

6. External counsel and legal budget

• determine the strategy for engagement of external law firms and specialist advisers; maintain a structured engagement approach with clear scoping and cost visibility;

• develop and manage the legal budget;

• define documentation standards and legal governance processes for the Company.

7. Cross-functional legal support

• provide senior legal advisory support to the investment, operations, risk, compliance and finance teams, ensuring legal considerations are appropriately reflected in business decision-making;

• act as the escalation point for complex or high-risk legal matters;

• advise the CEO and the Board on legal matters within the scope of the role.

Knowledge, experience and qualifications:

• law degree (UK law degree or strong common law background preferred);

• 8–10+ years' experience in investment funds, asset management, financial services, regulatory bodies or leading law firms, including private equity or venture capital funds;

• substantial hands-on experience with fund formation and fund documentation (LPAs, side letters, subscription documents) and with transaction execution (M&A / private equity deals);

• good understanding of the AIFC regulatory framework or a comparable common law financial centre;

• demonstrated advisory experience at senior management or board level in regulated environments.