The document discusses regulatory issues that investment funds face in marketing to investors in the EU and US. It outlines the Alternative Investment Fund Managers Directive (AIFMD) recently implemented in the EU that favors EU-based funds and requires non-EU funds to market through private placements. It also discusses the registration requirements for non-US advisors under Dodd-Frank in the US. Three potential solutions are proposed that involve using Darian Capital's regulatory platforms and resources to help clients address these issues.

1. EU and USA Regulatory Platforms
201 Penn Center Blvd. | Ste. 400 | Pittsburgh, PA 15235
info@dariancs.com | http://www.dariancs.com
888-400-4066

2. Regulatory Problem 1 - AIFMD
The 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.

3. Concept Solution 1: A Slot in the Darian Capital Platform
Existing and future European
investors of the Client invest in
Darian Capital’s AIFMD compliant
Advisor and Fund of Funds, which
Client’s
Client’s
allocates back to the Client funds. Marketing Team
Marketing Team
Benefits to Client
• No need to independently suffer
expense and delay to set up Darian Capital
Darian Capital
operations in Europe. Management
Management
Europe, LP (Advisor)
Europe, LP (Advisor)
•No direct AIFMD compliance Client Investors
Client Investors
responsibility, which is outsourced
to Darian Capital Services.
•“Passport” to market to all of EU
under single regulatory regime
(including to retail investors in
Darian Capital
Darian Capital Darian Capital
Darian Capital
some EU countries) and avoid Europe, LP (FoF)
Europe, LP (FoF) Services
Services
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 Client
Client Client
Client Client
Client
distribution channels and
Fund
Fund Fund
Fund Fund
Fund
advertising vehicles.

4. Concept
Several complementary advisors/funds (e.g. Solution 2: “Club Deal” Platform
commodities, L-S Asia, and L-S U.S. Healthcare)
pool cost and efforts to establish a shared EU
AIFMD compliant Client’s
Client’s
Advisor and Fund of Funds that allocates to Marketing Team
Marketing Team
their primary funds.
Benefits to Client
• No need to alone suffer expense and delay to Club Capital
Club Capital
set up operations in Europe. Management
Management
• Low-cost aid in establishing platform, Europe, LP (Advisor)
Europe, LP (Advisor)
Client Investors
Client Investors
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 Club Capital Europe,
Club Capital Europe, Darian Capital
Darian Capital
BD services) in hands of “club” members. LP (FoF)
LP (FoF) Services
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.
•Use own marketers throughout EU. Access to Client
Client Client
Client Client
Client
Darian Capital’s distribution channels and Fund
Fund Fund
Fund Fund
Fund
advertising vehicles.

5. Solution 3: Solo
Concept Platform
Client independently establishes EU
AIFMD compliant Advisor and Fund of Client’s
Client’s
Funds. Marketing Team
Marketing Team
Benefits to Client
• Low-cost aid in establishing platform,
outsourced back office, and required Client Capital
Client Capital
on-ground personnel all provided by Management
Management
Darian Capital Services. Europe, LP (Advisor)
Europe, LP (Advisor)
Client Investors
Client Investors
•Complete control and ownership of
platform and its revenue streams
(including permitted BD services) in
hands of the client.
•“Passport” to market to all of EU under Client Capital Europe,
Client Capital Europe, Darian Capital
Darian Capital
single regulatory regime (including to LP (FoF)
LP (FoF) Services
Services
retail 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 distribution
channels and advertising vehicles. Client Client Client
Client Client Client
Fund
Fund Fund
Fund Fund
Fund

6. 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.

7. Solution 1: A Slot in the Darian Capital Platform
Concept
Existing and future U.S investors of Client’s
Client’s
the Client invest in Darian Capital’s Marketing Team
Marketing Team
SEC compliant Advisor and Fund of
Funds, which allocates back to the
Client funds.
Darian Capital
Darian Capital
Benefits to Client Management
Management
•No direct SEC compliance
Europe, LP (Advisor)
Europe, LP (Advisor)
Client Investors
Client Investors
responsibility, which is outsourced
to Darian Capital Services.
•Ability to market to to the U.S.,
including through general
solicitations upon implementation Darian Capital
Darian Capital Darian Capital
Darian Capital
of the JOBS Act. Europe, LP (FoF)
Europe, LP (FoF) Services
Services
•Potential dual employment of
Client marketers with Darian
Capital for direct U.S. marketing.
Access to Darian Capital’s
distribution channels and
advertising vehicles.
Client
Client Client
Client Client
Client
Fund
Fund Fund
Fund Fund
Fund

8. 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.

9. 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.

10. 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.