Steelbridge Compliance services and advantage

1. 2626 Cole Avenue, Suite 400 | Dallas, Texas 75204
214.960.4810
www.steelbridgecompliance.com

2. The
Implications
of
New
Legislation
The Dodd-Frank Act of 2010
Most Investment Advisors Will Have to Register or Reregister
Within One Year of Enactment
SEC registered managers with less Federal exemptions from registration
than $100 MM AUM may have to are much narrower; Most private
deregister from the SEC and equity and hedge fund managers will
reregister in one or more states. have to register with the SEC or one
or more states.
Regulators require registered managers to have
verifiably robust compliance programs. Managers are
beginning implementation now.
Overview 2

3. Protect
Your
Brand.
Protect
Your
Business.
Robust
Compliance
Program
Attract More Investor Money Keep the Money You Earn
The Dodd-Frank Act is expected to raise the Avoid State and SEC interference and
investor qualification thresholds, limiting pools fines.
to high net worth investors.
Shorten SEC inspections and reduce
Large and institutional investors demand strong business distraction.
compliance procedures and back testing,
Low cost, outsourced compliance
regardless of registration with the SEC or states.
functions require fewer internal hires.
Enhance Your Reputation in
the Marketplace
Overview 3

4. Our
Services
Offerings
SteelbridgeCompliance
will meet your State or SEC required registration and
compliance program requirements.
• Registration
• ADV Part I and Part II
Advisor Services • Filing Support, including Federal and State Filings and
EDGAR Processing
• SEC Inspection Support
• Compliance Program Review
• Quarterly and Annual Reviews
Compliance Assessments • Mock Audits and Exams
and Testing • Specialized Reviews of Compliance Program
Components
• Specialized Testing of Processes and Internal Controls
• Technology Vendor Selection and Negotiation
• Disaster Recovery and Business Continuity Planning
Additional Services • Disaster Recovery and Business Continuity Testing
• Privacy Protection and Planning
• On Site Compliance Training
Overview 4

5. Who
is
SteelbridgeCompliance?
Who are we?
In-House Professionals: SteelbridgeCompliance was founded and is run by attorneys and CPAs with decades of
combined in-house experience at sophisticated, top-tier investment advisors.
Why does that matter?
Perspective: Real world understanding of the integrated business, operations, legal, back office, and compliance functions
of investment advisors, regardless of size, structure, or asset class.
Practical: Efforts are, therefore, tailored to an advisor’s specific size and strategy. No abstract and impersonal “best
practices”, and no excessive, expensive and irrelevant waste.
Purposeful: Ability to provide action items and actual implementation of fixes to the compliance program, not just
identifying red flags.
Implementation of
Analysis with Practical, cost effective change with the
Perspective. recommendations. Purpose of fixing
problems—not just
pointing out red flags.
Overview 5

6. Why SteelbridgeCompliance?
Experience
and
Price-­Sensitive,
Flat-­Fee
Cost.
Overview 6

7. Compliance
Programs
Should
ReJlect
and
Strengthen
Your
Business
Legal and
Risk Marketing
Management
Central Compliance Robust
Program Elements
• CCO
Compliance
• Compliance Manual
• Code of Ethics
Program
• Annual Review(s) Client
Operations • Monitoring Management
• Training
Portfolio
Management
and Trading
Overview 7

8. SteelbridgeCompliance
Program
Review
SteelbridgeCompliance
provides
Jlat-­fee,
price
sensitive
levels
of
review.
Low
Tier 1: General, high level risk-based Are the requisite
assessment of the Advisor’s Compliance compliance program
Program in light of regulatory parts in place?
requirements.
Detail Level
Tier 2: Detailed, risk-based assessment
of the Advisor’s Compliance Program Are you doing what you
measured against the Advisor’s manual. said you are doing?
Compare reality to Compliance Manual-
are you doing what you say you are?
• Are there gaps in your
compliance program?
Tier 3: Compliance Program • Are you current with
development , update and/or existing trends, new
improvement of policies, processes, regulations and best
procedures and controls to address practices?
undue risks and gaps identified in the • How can your program
Tier 2 Review. be improved?
• Does your program
minimize risk in a cost
High effective manner?
Overview 8

9. SteelbridgeCompliance
Program
Review
Compliance Compliance
Requirements Program
Central Portfolio Legal and
Client
Program Marketing Mgmt Operations Risk
Elements Management &Trading Management
’33 Securities
Program Building
Act • CCO • PPM & ADV II • Policy and • Best • Custody • Efficacy
Blocks Review
• Compliance • Performance Procedures Execution • Info. Security Testing
Manual • Investment • AML/KYC • Proxy Voting • Record Keeping • Key Risk
Tier 1
• Code of Ethics Fees • Privacy • Soft Dollars • Business Continuity Indicators
’34 Exchange
• Annual Review • Solicitation • Provide ADV II • Restricted List • Disaster Recovery • Periodic
Act
• Monitoring • Advertising • Investor Reports • Securities Filings • Litigation Reviews
• Training • Strategy • FBAR Requirements • SEC and other
• Reg. M filings
‘40 Investment • Trade Allocation
Advisers Act
Requirements Review
Supporting/Detailed
’40 Investment
Company Act
Tier 2
Commodity Adequacy of Existing Policy Implementation
Exchange Act
Additional
SEC Regs
Additional
Federal Gap Analysis
Development
Regulations
Program
Tier 3
State
Regulations
Compliance Program Development and Implementation
New and/or Updated Policies, Processes, Procedures and Controls
Best Practices
Overview 9

10. The
Steelbridge
Review
Process
Off Site Information On Site Information Information Review Information Analysis Findings and
Gathering Gathering Summary Report
• Information • Findings
Request • On-Site Due • Do you have the • Are you doing • Ratings
• Off Site Due Diligence requisite policies, what you say you • Recommendations
Step 3
Step 5
Step 4
Step 1
Diligence processes, are doing?
Step 2
• Interviews • Summary Report
• Preparation for procedures and • What level of risk
site visit and controls? remains?
interviews with
firm personnel
• Begin review and
analysis process
• Risk driven, methodical approach
• Client selects level of detail to examine
• Performed by attorneys and operational
professionals with significant industry
experience
• End result produces actionable tasks and
evidence of a robust compliance program
Overview 10

11. Management
Team
Officers
Daryoush Niknejad, JD, Managing Director. Mr. Niknejad is a regulatory compliance attorney who has served in-
house and as outside counsel to registered investment advisors, private equity firms, and broker-dealers. Notably, he
was Associate General Counsel at Highland Capital Management, L.P., a multi-billion dollar investment adviser
responsible for large 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 a myriad of strategic relationships and agreements. Mr. Niknejad also
served as Associate General Counsel at IP Navigation Group, LLC, a technology focused family office, where he was
also General Counsel to its various portfolio companies. While at IP Navigation, he was the sole regulatory attorney
responsible for all SEC and Blue Sky Law compliance. Mr. Niknejad is a graduate of UCLA and the University of Texas
School of Law, and a member of the California and Texas bars.
Stephen Weinberg, JD, Vice President. Prior to joining Steelbridge Compliance, Mr. Weinberg worked as an attorney
in the compliance group at HBK Capital Management, a hedge fund with over $10B in assets under management. Prior
to HBK, Mr. Weinberg served as a Senior Associate for Blue Ridge Partners, a boutique management consulting firm.
While there he helped guide a prominent national bank in the improvement of its information security program in order
to address regulatory issues and compliance concerns of the OCC. Prior to Blue Ridge Partners, Mr. Weinberg held a
variety of positions with AMRESCO Inc., a diversified real estate and financial services firm that was, in large part,
subsequently acquired by companies such as GMAC and Wachovia Corporation. Mr. Weinberg’s tenure with
AMRESCO included improving operational performance as an Internal Process Consultant, working as a corporate
attorney in its legal group and as an asset manager where he resolved over $60M of defaulted commercial real estate
loans. Mr. Weinberg graduated from the University of Texas School of Law in 1992 after earning his B.A., with Honors,
from the University of Texas at Austin’s Plan II Honors program. While working full time, Mr. Weinberg subsequently
earned an M.B.A., with Honors, from Southern Methodist University’s Cox School of Business in 2001.
Overview 11

12. Management
Team
Directors
Michael Minces, JD. Mr. Minces is a founding partner at Blue River Partners LLC, a provider of complete compliance and
operations outsourcing solutions for investment managers. Prior to founding Blue River Partners, Mr. Minces was the
General Counsel and Chief Compliance Officer of Swank Capital, LLC. In this role, Mr. Minces was responsible for all
aspects of the Firm’s legal matters, regulatory compliance and product development. Mr. Minces was instrumental in the
design and implementation of a compliance platform relating to the Firm’s 2007 launch of a 1940 Act registered, public
closed-end investment company. In addition, Mr. Minces redesigned and customized the firm’s advisory compliance
platform. Prior to joining Swank, Mr. Minces was the Chief Compliance Officer and Associate General Counsel for
Highland Capital Management, L.P., an alternative asset manager in Dallas, Texas that managed up to $40 billion in
assets. At Highland, Mr. Minces was responsible for, among other duties, the design, implementation and maintenance of
Highland’s firm-wide regulatory compliance platform. In addition to his positions held at Highland, Mr. Minces also served
as the Chief Compliance Officer for each of Highland’s twelve managed registered investment company clients, with
direct reporting responsibility to the Funds’ independent Board of Directors. Prior to joining Highland, Mr. Minces worked
in the hedge fund group of Akin Gump Strauss Hauer & Feld LLP, specializing in fund structuring and formation for both
domestic and offshore entities, fund governance and regulatory and compliance matters and, prior to Akin Gump, worked
in the Investment Management Group at Skadden Arps, focusing on the formation and regulation of registered and
unregistered investment companies, federal securities regulation, structured financing and investment management. Mr.
Minces received a JD from the University of Texas School of Law in 2000 and a Bachelor of Business Administration in
Finance from the University of Texas at Austin in 1997. Mr. Minces is licensed to practice law in the states of Texas and
New York.
Overview 12

13. Management
Team
Directors
George Lee, JD. Mr. Lee is a founding partner of Lee & Stone LLP, a law firm which provides legal services to the
investment community including hedge funds, family offices, private equity funds and venture capital funds. Prior to
founding Lee & Stone, Mr. Lee served as General Counsel of Greenway Capital, a Texas registered investment adviser. At
Greenway, Mr. Lee oversaw and advised on all legal and compliance matters, including fund formation, marketing, ’34 Act
filings (including Forms 13-F, 13-D, and Section 16), proxy contests, PIPE transactions, Rule 144 sales of restricted
securities, offshore administration, custody and prime brokerage. Immediately prior to serving as General Counsel to
Greenway, Mr. Lee maintained a private practice based in Dallas and Houston, Texas representing select clients, which
ranged from start-up investment funds to publicly traded Fortune 500 companies. Prior to that, Mr. Lee worked in New
York, Dallas and Houston for the international law firms of LeBoeuf, Lamb, Greene & MacRae (now Dewey and LeBoeuf),
Akin, Gump Strauss, Hauer & Feld and Baker Botts representing hedge funds, private equity funds, venture capital funds
and public corporations in the areas of mergers and acquisitions, securities and regulatory compliance, including Sarbanes
Oxley compliance. Mr. Lee graduated from the University of Texas School of Law in 1987, and received his BA in 1983
from Carleton College. Mr. Lee is a member of the Texas and New York bars.
Mark Fordyce, CPA. Mr. Fordyce is a founding partner at Blue River Partners LLC. Prior to founding Blue River, Mr.
Fordyce was the Chief Financial Officer of Swank Capital, LLC. Swank Capital is an investment adviser with approximately
$960 million in assets under management through multiple hedge funds and one registered public closed-end fund,
investing primarily in master limited partnerships (MLPs) and global resources. In this role, Mr. Fordyce managed all
aspects of operations, finance, accounting, tax, information technology, and human resources. Prior to joining Swank
Capital, Mr. Fordyce was primarily responsible for the launch of three new advisory businesses - Durango Partners,
Caprock Capital Partners, and Hercules Partners. The investment strategies of these fund structures included convertible
arbitrage, merger arbitrage, equity long-short, commodities, bank debt, options, and total return swaps. Mr. Fordyce
served in the role of Chief Financial Officer and Chief Operating Officer of all three fund structures. Prior to his 9 years of
experience working with investment funds, Mr. Fordyce had 12 years of experience with PricewaterhouseCoopers and
KPMG, serving as Director and Managing Director in their respective tax practices. Mr. Fordyce graduated with highest
honors from New Mexico State University in 1988, receiving a Bachelor of Accounting.
Overview 13

14. Management
Team
Directors
Harrison Blase, CPA. Mr. Blase is a founding partner at Blue River Partners LLC. Mr. Blase has over six years of audit and
tax experience in the investment partnership industry. Prior to founding Blue River, Mr. Blase was the Controller at Swank
Capital. In this role, Mr. Blase was responsible for financial reporting, managing Fund audits, account setup, internal control
systems, and support for various compliance initiatives. In addition, Mr. Blase was the primary interface with the Firm’s
auditors, administrators and banking groups for all daily management issues. This included daily monitoring of cash and
position reconciliations, the review and distribution of performance reporting, and maintaining the flow of critical financial and
tax information to investors. Prior to joining Swank Capital, Mr. Blase worked for Rothstein Kass & Company, PLLC, helping
facilitate audits and tax returns for long /short equity Funds, commodity derivative Funds, and Fund of Funds. His
responsibilities included financial statement preparation and review, partnership tax return preparation, and training
personnel. His primary focus was on funds in the energy sector; specifically Swank Capital, LLC and a multi-billion dollar
commodity fund complex. Mr. Blase received his Bachelors of Business Administration and Master in Professional
Accounting from The University of Texas at Austin in 2004 and became a Certified Public Accountant in 2006.
Evan Stone, JD. Mr. Stone is a founding partner of Lee & Stone LLP. Prior to co-founding Lee & Stone in 2009, Mr. Stone
served as inside General Counsel for prominent Dallas-based control and activist investment manager, Newcastle Capital
Management. At Newcastle, where Mr. Stone continues to serve as outside General Counsel, Mr. Stone has overseen and
advised on all legal matters for the adviser and its affiliated investment funds and companies, including control
transactions, proxy contests, complex financings, corporate governance matters, ‘34 Act filings and fund formation and
marketing activities. Prior to joining Newcastle in 2006, Mr. Stone worked at the international law firm Skadden Arps Slate
Meagher & Flom LLP. At Skadden, Mr. Stone represented leading private equity funds and Fortune 500 companies on
mergers and acquisitions and securities matters, advising on a host of highly innovative transactions, and trained under,
and worked alongside, the foremost practitioners in the field. Mr. Stone’s background and perspective is augmented by
investment banking experience for Merrill Lynch & Co, where Mr. Stone advised public companies, private equity funds
and venture capital funds on equity and debt financings and mergers and acquisitions. Mr. Stone graduated from the
University of Texas School of Law and the University of Texas Graduate School of Business in 1997 and received his BA,
Magna Cum Laude, from Harvard College in 1993. Mr. Stone is a member of the Texas and New York bars.
Overview 14

15. 2626 Cole Avenue, Suite 400 | Dallas, Texas 75204
214.960.4810
www.steelbridgecompliance.com
For additional information, please contact D. Niknejad at
dn@steelbridgecompliance.com or 214.960.4811.