James "Jay" S. Crenshaw focuses his practice on investment management matters, primarily forming investment advisers and private investment funds. Jay is experienced forming hedge funds, funds-of-funds, commodity pools for 4.7 exempt CPOs, single asset funds and private equity/real estate funds under various structures, including stand alone, master-feeder, side-by-side, multi-series, and insurance dedicated fund structures. Jay advises funds domiciled in the United States and offshore, including the Cayman Islands and Bermuda. The investment objectives of the funds he has advised vary widely, ranging from long/short, value, fixed-income, small cap, commodity, Forex, institutional cash management, and black-box computerized trading strategies to arbitrage, multi-manager, credit, mortgage, derivative, non-U.S. investment, and oil and gas royalty strategies, among many others.
Jay assists clients in drafting and reviewing all documents related to fund formation, including offering memorandums, operating agreements, subscription documents, investment management agreements, sub-advisory agreements, placement agent agreements, assignment agreements, flipbooks and marketing materials, performance presentations, side letters, administration agreements, prime brokerage agreements, and investor communications and consents. Jay also advises private funds on related fund formation and operational issues such as section 3(c)(1) and 3(c)(7) look through analysis (including horizontal / vertical integration) and compliance under the Investment Company Act of 1940, SEC filings, state blue sky compliance, entity selection, the selection of service providers, fee structures, AML, CPO and CTA exemptions and 4.7 "lite-touch" registrations with the CFTC, soft dollar practices and compliance with the 28(e) safe harbor, Form 13F filings, Form 13H filings, fund mergers and collapses, compliance with FINRA Rules 5130 and 5131 when purchasing new issues, ERISA considerations (i.e. "plan asset" considerations and QPAM exemptions), and certain tax considerations (e.g. UBTI, 475(f) elections, etc.).
Jay assists clients with registrations and exemptions under the Investment Advisers Act of 1940, including ERA filings and full Form ADV filings. Jay also assists investment advisers on other business matters, including Advisers Act compliance issues (e.g. Custody Rule, Advertising, Solicitation, etc.), operating agreements, separately managed account agreements, solicitation agreements, compliance manual policies (e.g. sales, insider trading, confidentiality, etc.), CTA exemptions, performance and composite disclaimers, and website disclaimers.
Jay also assists ultra-large institutional clients on the drafting and negotiation of side letters re: significant investments in hedge funds and private equity funds.