EU and USA Regulatory Platforms201 Penn Center Blvd. | Ste. 400 | Pittsburgh, PA 15235    info@dariancs.com | http://www.d...
Regulatory Problem 1 - AIFMDThe member countries of the EU are quickly implementing the Alternative InvestmentFund Manager...
Concept                               Solution 1: A Slot in the Darian Capital PlatformExisting and future Europeaninvesto...
ConceptSeveral complementary advisors/funds (e.g.                        Solution 2: “Club Deal” Platformcommodities, L-S ...
Solution 3: SoloConcept                                                               PlatformClient independently establi...
Regulatory Problem 2 – Dodd FrankThe Dodd-Frank financial reform act requires many non-U.S. advisors to register withthe S...
Solution 1: A Slot in the Darian Capital PlatformConceptExisting and future U.S investors of                              ...
Our PeopleDaryoush Niknejad, JD - Managing MemberDaryoush Niknejad is a investment advisory attorney who has served in-hou...
Our PeopleNathan J. Hard, JD – European CounselMr. Hard is a New York State licensed attorney, who has been a legal and re...
Our PeopleNathan J. Hard, JD – European CounselMr. Hard is a New York State licensed attorney, who has been a legal and re...
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Darian Regulatory Platforms

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Darian Regulatory Platforms

  1. 1. EU and USA Regulatory Platforms201 Penn Center Blvd. | Ste. 400 | Pittsburgh, PA 15235 info@dariancs.com | http://www.dariancs.com 888-400-4066
  2. 2. Regulatory Problem 1 - AIFMDThe member countries of the EU are quickly implementing the Alternative InvestmentFund 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) byexclusively granting them a “passport” to market throughout the EU under a singleAIFMD registration and regulatory regime. Begins July 2013.• All others must market through, and be subject to, country-by-country privateplacement regimes, which are quickly disappearing as the AIFMD is implemented intomember 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 aspossible, and will continue to make it hard to do otherwise.
  3. 3. Concept Solution 1: A Slot in the Darian Capital PlatformExisting and future Europeaninvestors of the Client invest inDarian Capital’s AIFMD compliantAdvisor and Fund of Funds, which Client’s Client’sallocates back to the Client funds. Marketing Team Marketing TeamBenefits to Client• No need to independently sufferexpense and delay to set up Darian Capital Darian Capitaloperations in Europe. Management Management Europe, LP (Advisor) Europe, LP (Advisor)•No direct AIFMD compliance Client Investors Client Investorsresponsibility, which is outsourcedto Darian Capital Services.•“Passport” to market to all of EUunder single regulatory regime(including to retail investors in Darian Capital Darian Capital Darian Capital Darian Capitalsome EU countries) and avoid Europe, LP (FoF) Europe, LP (FoF) Services Servicesquickly disappearing country-by-country private placement regimes.•Potential dual employment ofClient marketers with DarianCapital for direct EU marketing.Access to Darian Capital’s Client Client Client Client Client Clientdistribution channels and Fund Fund Fund Fund Fund Fundadvertising vehicles.
  4. 4. ConceptSeveral complementary advisors/funds (e.g. Solution 2: “Club Deal” Platformcommodities, L-S Asia, and L-S U.S. Healthcare)pool cost and efforts to establish a shared EUAIFMD compliant Client’s Client’sAdvisor and Fund of Funds that allocates to Marketing Team Marketing Teamtheir primary funds.Benefits to Client• No need to alone suffer expense and delay to Club Capital Club Capitalset up operations in Europe. Management Management• Low-cost aid in establishing platform, Europe, LP (Advisor) Europe, LP (Advisor) Client Investors Client Investorsidentifying “club” members, outsourced backoffice, and required on-ground personnel allprovided by Darian Capital Services.•Complete control and ownership of platformand its revenue streams (including permitted Club Capital Europe, Club Capital Europe, Darian Capital Darian CapitalBD services) in hands of “club” members. LP (FoF) LP (FoF) Services Services•“Passport” to market to all of EU under singleregulatory regime (including to retail investorsin some EU countries) and avoid quicklydisappearing country-by-country privateplacement regimes.•Use own marketers throughout EU. Access to Client Client Client Client Client ClientDarian Capital’s distribution channels and Fund Fund Fund Fund Fund Fundadvertising vehicles.
  5. 5. Solution 3: SoloConcept PlatformClient independently establishes EUAIFMD compliant Advisor and Fund of Client’s Client’sFunds. Marketing Team Marketing TeamBenefits to Client• Low-cost aid in establishing platform,outsourced back office, and required Client Capital Client Capitalon-ground personnel all provided by Management ManagementDarian Capital Services. Europe, LP (Advisor) Europe, LP (Advisor) Client Investors Client Investors•Complete control and ownership ofplatform and its revenue streams(including permitted BD services) inhands of the client.•“Passport” to market to all of EU under Client Capital Europe, Client Capital Europe, Darian Capital Darian Capitalsingle regulatory regime (including to LP (FoF) LP (FoF) Services Servicesretail investors in some EU countries)and avoid quickly disappearing country-by-country private placement regimes.•Use own marketers throughout EU.Access to Darian Capital’s distributionchannels and advertising vehicles. Client Client Client Client Client Client Fund Fund Fund Fund Fund Fund
  6. 6. Regulatory Problem 2 – Dodd FrankThe Dodd-Frank financial reform act requires many non-U.S. advisors to register withthe SEC, make certain financial disclosures, and establish and maintain a regulatorycompliance 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.
  7. 7. Solution 1: A Slot in the Darian Capital PlatformConceptExisting and future U.S investors of Client’s Client’sthe Client invest in Darian Capital’s Marketing Team Marketing TeamSEC compliant Advisor and Fund ofFunds, which allocates back to theClient funds. Darian Capital Darian CapitalBenefits to Client Management Management•No direct SEC compliance Europe, LP (Advisor) Europe, LP (Advisor) Client Investors Client Investorsresponsibility, which is outsourcedto Darian Capital Services.•Ability to market to to the U.S.,including through generalsolicitations upon implementation Darian Capital Darian Capital Darian Capital Darian Capitalof the JOBS Act. Europe, LP (FoF) Europe, LP (FoF) Services Services•Potential dual employment ofClient marketers with DarianCapital for direct U.S. marketing.Access to Darian Capital’sdistribution channels andadvertising vehicles. Client Client Client Client Client Client Fund Fund Fund Fund Fund Fund
  8. 8. Our PeopleDaryoush Niknejad, JD - Managing MemberDaryoush Niknejad is a investment advisory attorney who has served in-house and as outside counsel toregistered investment advisors, venture capital firms, private equity firms, and broker-dealers. Mostrecently, 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 registeredand 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-billiondollar investment advisor responsible for some of the world’s largest distressed asset funds, as well asvarious retail and private hedge funds, CLOs, and real estate funds. While at Highland, he helpeddesign, 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 asAssociate General Counsel at IP Navigation Group, LLC, a technology-focused private equity firm, wherehe was also General Counsel to its various portfolio companies. While at IP Nav, he was the soleattorney 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 andCalifornia bars.
  9. 9. Our PeopleNathan J. Hard, JD – European CounselMr. Hard is a New York State licensed attorney, who has been a legal and regulatory consultant inBerlin, Frankfurt and London since 2004. He has advised European based law firms, financialinstitutions, traditional and new energy companies, and cutting-edge technology companies on theinteraction between United States law and the laws of the European Union and its member countrieson corporate matters ranging from entity formation and regulation to appropriate fund structures forEuropean operations. He has also advised non-European Union based companies on establishingoperations 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 advisedFortune 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 representedregional and national insurance carriers.Mr. Hard resides in Berlin, Germany with his wife and children, and is fluent in German language andbusiness culture. In addition to his professional pursuits, he is a frequent volunteer with LawyersWithout Borders, an organization that provides pro bono legal services for the advancement of the ruleof law and economic development throughout the world.Mr. Hard is a graduate of Tulane University and the University of Texas School of Law.
  10. 10. Our PeopleNathan J. Hard, JD – European CounselMr. Hard is a New York State licensed attorney, who has been a legal and regulatory consultant inBerlin, Frankfurt and London since 2004. He has advised European based law firms, financialinstitutions, traditional and new energy companies, and cutting-edge technology companies on theinteraction between United States law and the laws of the European Union and its member countrieson corporate matters ranging from entity formation and regulation to appropriate fund structures forEuropean operations. He has also advised non-European Union based companies on establishingoperations 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 advisedFortune 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 representedregional and national insurance carriers.Mr. Hard resides in Berlin, Germany with his wife and children, and is fluent in German language andbusiness culture. In addition to his professional pursuits, he is a frequent volunteer with LawyersWithout Borders, an organization that provides pro bono legal services for the advancement of the ruleof law and economic development throughout the world.Mr. Hard is a graduate of Tulane University and the University of Texas School of Law.

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