MERIDIAN FUND ADVISERS

Meridian Fund Advisers recognizes that we are in a changing and increasingly complex investing and regulatory environment. Hedge fund investors are now demanding proof of operational excellence and conformance to regulatory best practices. Against this background, Meridian Fund Advisers provides consulting services to hedge fund managers who wish to adopt best practices and demonstrate the effectiveness of their policies and procedures to investors as well as to regulators. To this end, Meridian Fund Advisers works with clients to help them meet the expectations stemming from the current regulatory environment, including the new emphasis on corporate governance.

Much of our advice is based on direct experience counseling hedge funds and their investment advisers as in-house general counsel as well as through services rendered as outside counsel for hedge funds and their advisers. For best practices, our advice draws primarily from the pro-active analysis and assessment of risks set forth in The Presidents Working Group on Financial Markets (Asset Managers’ Committee) (2009 Revised), as well as the Managed Funds Association – Sound Practices for Hedge Fund Managers (2009) which identify broad, overarching principles and best practices for all hedge fund managers and highlight specific risks to be addressed in carrying out the operations of a hedge fund.

ADVISORY SERVICES

Services for Investment Advisors

1. • Organization and SEC registration (Form ADV) of investment advisory entities.

2. • Preparation of compliance manuals, written policies and procedures, codes of ethics and personal trading policies, employee manuals, privacy policies, and other compliance policies and procedures.

3. • Assistance in the preparation of marketing materials; review of existing sales and marketing materials.

4. • Advice on current SEC “hot button” issues such as personal trading, allocation of investment opportunity, side letters, side pockets, and valuations.

5. • Coordination of regulatory audits and inquiries.

6. • Identification and assistance in the selection of outside counsel and accounting and audit firms, as well as other service providers.

7. • Establishment of the legal structure for separately managed accounts.

Services for Hedge Funds

1. • Strategic counseling on the selection of offshore jurisdiction of incorporation and organization of the fund entities.

2. • Preparation of private placement memoranda and fund service agreements.

3. • Assistance in the preparation of pitch books and fund marketing materials; review of existing pitch books and marketing materials.

4. • Assistance in the preparation of and response to RFPs.

5. • Assistance in the preparation of proprietary Due Diligence Questionnaires.

Services for Funds of Hedge Funds

1. • Strategic counseling on the selection of offshore jurisdiction of incorporation and organization of the fund entities.

2. • Preparation of private placement memoranda and fund service agreements.

3. • Assistance in the preparation of pitch books and fund marketing materials; review of existing pitch books and marketing materials.

4. • Assistance in the preparation of and response to RFPs.

5. • Assistance in the preparation of proprietary Due Diligence Questionnaires.

6. • Drafting and updating of compliance and supervisory procedures.

7. • Assistance in the establishment of an ongoing Operational Due Diligence process for the selection managers.

CORPORATE GOVERNANCE CONSULTING FOR HEDGE FUNDS

Best Practices for the Boards of Directors of Offshore Funds

Since mid-2008, hedge fund managers have been enduring market conditions and investor activity that is without parallel in their previous experience. Not all managers were equipped to deal with the rapid and volatile changes in the market, both in the terms of their investing process as well as in respect of their business operations. Furthermore, the proliferation and discovery of blatant frauds in the industry in recent years has complicated the environment within which hedge funds now operate. Rightly so, hedge funds have come under increased scrutiny from consultants, institutional investors, and most particularly from fund of funds as the pre-investment due diligence process becomes much more detailed, process-driven, and qualitative. The bottom line is that investors are demanding best practices from hedge funds in areas where they previously had little concern, such as corporate governance. Accordingly, an integral part of demonstrating operational integrity will be the ability to demonstrate that a hedge fund manager’s corporate governance infrastructure can stand up to the most rigorous scrutiny under standards of best practices. The consensus among consultants and professional investors is that hedge fund managers that demonstrably implement the highest standards of corporate governance for their funds are more likely to not only retain their existing investor base but also to attract new investors. Of equal importance is the fact that a Fund’s adherence to proper corporate governance standards by submitting to the guidance and oversight of fiduciaries serving on a board of directors may help to reduce a Fund’s exposure to the risk of litigation.

Meridian Fund Advisers can assist hedge fund managers by conducting a detailed review of the history and current status of their fund’s corporate governance systems, and suggest any additional policies and procedures that should be applied to bring any shortcomings up to the level of best practices. In this regard, Meridian Fund Advisers has collaborated with Meridian Fund Services in creating a Corporate Governance Best Practices services solution for hedge funds.

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