Joseph P. Cunningham Of Counsel MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8161 F 212-728-9161

Joseph P. Cunningham is of counsel in the Asset Management Group of Willkie Farr & Gallagher LLP in New York. Mr. Cunningham has extensive experience representing hedge funds, private equity funds and real estate funds investing in the U.S. and abroad. He specializes in advising hedge fund managers and fund of funds managers in connection with structuring and formation, sales and marketing, investor communications, side letters, trading and investments, day-to-day operations and regulatory compliance. He also represents both managers and investors in connection with negotiating advisory agreements for managed accounts.

Over the course of his career, in addition to acting as lead U.S. counsel on numerous fund formations in the U.S. and various offshore jurisdictions, Mr. Cunningham has advised some of the world’s largest and most prominent fund managers on legal matters ranging from SEC Advisers Act registration, compliance and examinations, Investment Company Act exemptions, CFTC registration and compliance, ERISA matters, FINRA rules, 1934 Act filings, Form PF, anti-money laundering rules, privacy rules, and litigations and workouts involving fund managers and investors.

Mr. Cunningham particularly specializes in representing portfolio managers seeking to launch their own management companies, and is expert in negotiating seed capital arrangements and joint ventures among a host of different capital providers and other constituencies (seeding firms, family offices, fund of funds, former employers, etc.). He has recently developed significant experience and expertise representing Bermuda reinsurance managers seeking to raise capital from institutional and high net worth investors through closed and open-ended investment vehicles.

Mr. Cunningham has been involved in the following significant matters:

• Represents Barclays Wealth in connection with the ongoing operation of its hedge fund platform for its high net worth banking clients.
  
  
• Represents a prominent Bermuda reinsurance manager in connection with structuring investment funds and products providing exposure to reinsurance and other insurance-linked investments.
  
  
• Recently launched an ERISA plan assets fund for a large New York-based fund of hedge funds.
  
  
• Recently represented a principal of a prominent hedge fund manager in connection with establishing a family office.
  
  
• Assisted GoldenTree in connection with the launch of a distressed debt fund.
  
  
• Advises Paramount Group Inc. on regulatory and compliance matters pertaining to its real estate investment funds.
  
  
• Has represented a number of startup managers in connection with organizing their management companies, establishing compensation arrangements for key employees, structuring and marketing their funds, negotiating with lead and institutional investors and service providers and securing seed capital.