darian regulatory platforms

EU and USA Regulatory Platforms

201 Penn Center Blvd. | Ste. 400 | Pittsburgh, PA [email protected] | http://www.dariancs.com

888-400-4066

Regulatory Problem 1 - AIFMDThe member countries of the EU are quickly implementing the Alternative Investment Fund Managers Directive (AIFMD).

• Covers virtually any activity of all non-UCITS investment funds and their advisors, including merely having EU based investors.

• Regulatory mandates mimic those of UCITS or mutual funds.

• Favors EU based funds and advisors for at least 5 years (and likely beyond) by exclusively granting them a “passport” to market throughout the EU under a single AIFMD registration and regulatory regime. Begins July 2013.

• All others must market through, and be subject to, country-by-country private placement regimes, which are quickly disappearing as the AIFMD is implemented into member nation law—including the EU’s largest market, Germany.

• The intent now and into the future is clear—the EU wants as much in the EU as possible, and will continue to make it hard to do otherwise.

Solution 1: A Slot in the Darian Capital Platform

Client InvestorsClient Investors

Client FundClient Fund



Darian Capital Europe, LP (FoF)Darian Capital

Europe, LP (FoF)Darian Capital

ServicesDarian Capital

Services

Client’s Marketing Team


ConceptExisting and future European investors of the Client invest in Darian Capital’s AIFMD compliant Advisor and Fund of Funds, which allocates back to the Client funds.

Benefits to Client• No need to independently suffer expense and delay to set up operations in Europe.

•No direct AIFMD compliance responsibility, which is outsourced to Darian Capital Services.

•“Passport” to market to all of EU under single regulatory regime (including to retail investors in some EU countries) and avoid quickly disappearing country-by-country private placement regimes.

•Potential dual employment of Client marketers with Darian Capital for direct EU marketing. Access to Darian Capital’s distribution channels and advertising vehicles.

Darian Capital Management

Europe, LP (Advisor)



Solution 2: “Club Deal” Platform





Darian Capital Services




ConceptSeveral complementary advisors/funds (e.g. commodities, L-S Asia, and L-S U.S. Healthcare) pool cost and efforts to establish a shared EU AIFMD compliant Advisor and Fund of Funds that allocates to their primary funds.

Benefits to Client• No need to alone suffer expense and delay to set up operations in Europe.

• Low-cost aid in establishing platform, identifying “club” members, outsourced back office, and required on-ground personnel all provided by Darian Capital Services.

•Complete control and ownership of platform and its revenue streams (including permitted BD services) in hands of “club” members.


•Use own marketers throughout EU. Access to Darian Capital’s distribution channels and advertising vehicles.

Club Capital Management


Club Capital Management


Club Capital Europe, LP (FoF)

Club Capital Europe, LP (FoF)

Solution 3: Solo Platform









ConceptClient independently establishes EU AIFMD compliant Advisor and Fund of Funds.

Benefits to Client• Low-cost aid in establishing platform, outsourced back office, and required on-ground personnel all provided by Darian Capital Services.

•Complete control and ownership of platform and its revenue streams (including permitted BD services) in hands of the client.


•Use own marketers throughout EU. Access to Darian Capital’s distribution channels and advertising vehicles.

Client Capital Management


Client Capital Management


Client Capital Europe, LP (FoF)

Client Capital Europe, LP (FoF)

Regulatory Problem 2 – Dodd Frank

The Dodd-Frank financial reform act requires many non-U.S. advisors to register with the SEC, make certain financial disclosures, and establish and maintain a regulatory compliance program. Avoidance of direct responsibility requires:

• Fewer than 15 clients in the U.S.

• Under $25 million is assets attributable to those client.

• Not holding self out as an advisor to the general public of the U.S.

Solution 1: A Slot in the Darian Capital Platform





Darian Capital Europe, LP (FoF)Darian Capital

Europe, LP (FoF)Darian Capital

ServicesDarian Capital

Services



ConceptExisting and future U.S investors of the Client invest in Darian Capital’s SEC compliant Advisor and Fund of Funds, which allocates back to the Client funds.

Benefits to Client

•No direct SEC compliance responsibility, which is outsourced to Darian Capital Services.

•Ability to market to to the U.S., including through general solicitations upon implementation of the JOBS Act.

•Potential dual employment of Client marketers with Darian Capital for direct U.S. marketing. Access to Darian Capital’s distribution channels and advertising vehicles.





Our People

Daryoush Niknejad, JD - Managing Member Daryoush Niknejad is a investment advisory attorney who has served in-house and as outside counsel to registered investment advisors, venture capital firms, private equity firms, and broker-dealers. Most recently, he was Managing Director of Blue River Partners and its subsidiary, Steelbridge Compliance, where he filled the general counsel and chief compliance officer roles for numerous publicly registered and private fund managers, including BDCs, CLOs, and traditional hedge funds and private equity funds. Prior to that, he was Associate General Counsel at Highland Capital Management, L.P., a multi-billion dollar investment advisor responsible for some of the world’s largest distressed asset funds, as well as various retail and private hedge funds, CLOs, and real estate funds. While at Highland, he helped design, build-out, and test the firm’s compliance platform while also advising on derivatives trading, litigation management, and myriad strategic relationships and agreements. Mr. Niknejad also served as Associate General Counsel at IP Navigation Group, LLC, a technology-focused private equity firm, where he was also General Counsel to its various portfolio companies. While at IP Nav, he was the sole attorney responsible for technology licensing, due diligence, and regulatory compliance.

He is a graduate of UCLA and the University of Texas School of Law, and a member of Texas and California bars.

Our People Nathan J. Hard, JD – European Counsel

Mr. Hard is a New York State licensed attorney, who has been a legal and regulatory consultant in Berlin, Frankfurt and London since 2004. He has advised European based law firms, financial institutions, traditional and new energy companies, and cutting-edge technology companies on the interaction between United States law and the laws of the European Union and its member countries on corporate matters ranging from entity formation and regulation to appropriate fund structures for European operations. He has also advised non-European Union based companies on establishing operations in Europe, while maintaining tax efficiency and navigating marketing regulations.

Prior to moving to Europe, Mr. Hard was an associate at Rivkin Radler LLP in New York where he advised Fortune 500 companies on contract disputes, insurance matters, toxic tort, and environmental issues. He was also an associate with Sandbote & Waggoner, P.C. in Dallas, Texas where he represented regional and national insurance carriers.

Mr. Hard resides in Berlin, Germany with his wife and children, and is fluent in German language and business culture. In addition to his professional pursuits, he is a frequent volunteer with Lawyers Without Borders, an organization that provides pro bono legal services for the advancement of the rule of law and economic development throughout the world.

Mr. Hard is a graduate of Tulane University and the University of Texas School of Law.

darian regulatory platforms

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