2626 Cole Avenue, Suite 400 | Dallas, Texas 75204 214.960.4810

www.steelbridgecompliance.com

Overview 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 than $100 MM AUM may have to

deregister from the SEC and reregister in one or more states.

Federal exemptions from registration are much narrower; Most private

equity and hedge fund managers will 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 3

Attract More Investor Money The Dodd-Frank Act is expected to raise the investor qualification thresholds, limiting pools to high net worth investors.

Large and institutional investors demand strong compliance procedures and back testing, regardless of registration with the SEC or states.

Protect  Your  Brand.  Protect  Your  Business.  

Robust Compliance

Program

Keep the Money You Earn Avoid State and SEC interference and fines.

Shorten SEC inspections and reduce business distraction.

Low cost, outsourced compliance functions require fewer internal hires.

Enhance Your Reputation in the Marketplace

Overview 4

Our  Services  Offerings  

SteelbridgeCompliance  will meet your State or SEC required registration and compliance program requirements.

•  Compliance Program Review •  Quarterly and Annual Reviews •  Mock Audits and Exams •  Specialized Reviews of Compliance Program

Components •  Specialized Testing of Processes and Internal Controls

Compliance Assessments and Testing

•  Registration •  ADV Part I and Part II •  Filing Support, including Federal and State Filings and

EDGAR Processing •  SEC Inspection Support

Advisor Services

•  Technology Vendor Selection and Negotiation •  Disaster Recovery and Business Continuity Planning •  Disaster Recovery and Business Continuity Testing •  Privacy Protection and Planning •  On Site Compliance Training

Additional Services

Overview 5

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.

Who  is  SteelbridgeCompliance?  

Analysis with Perspective.

Practical, cost effective recommendations.

Implementation of change with the

Purpose of fixing problems—not just

pointing out red flags.

Overview 6

Why SteelbridgeCompliance?  

Experience  and  Price-­Sensitive,  Flat-­Fee  Cost.  

Overview 7

Compliance  Programs  Should  ReJlect  and  Strengthen  Your  Business  

Marketing

Client Management

Portfolio Management and Trading

Operations

Legal and Risk

Management

Central Compliance Program Elements

•  CCO •  Compliance Manual •  Code of Ethics •  Annual Review(s) •  Monitoring •  Training

Robust Compliance

Program

Overview 8

Tier 1: General, high level risk-based assessment of the Advisor’s Compliance Program in light of regulatory requirements.

Tier 2: Detailed, risk-based assessment of the Advisor’s Compliance Program measured against the Advisor’s manual. Compare reality to Compliance Manual-are you doing what you say you are?

Tier 3: Compliance Program development , update and/or improvement of policies, processes, procedures and controls to address undue risks and gaps identified in the Tier 2 Review.

SteelbridgeCompliance  Program  Review  D

etai

l Lev

el

Low

High

Are the requisite compliance program parts in place?

Are you doing what you said you are doing?

• Are there gaps in your compliance program? • Are you current with existing trends, new regulations and best practices? • How can your program be improved? • Does your program minimize risk in a cost effective manner?

SteelbridgeCompliance  provides  Jlat-­fee,  price  sensitive  levels  of  review.

Overview 9

Central Program Elements

Marketing Portfolio

Mgmt &Trading

Operations Legal and

Risk Management

•  CCO •  Compliance Manual

•  Code of Ethics •  Annual Review •  Monitoring •  Training

•  PPM & ADV II •  Performance •  Investment Fees

•  Solicitation •  Advertising

•  Best Execution

•  Proxy Voting •  Soft Dollars •  Restricted List •  Securities Filings •  Strategy •  Reg. M •  Trade Allocation

•  Custody •  Info. Security •  Record Keeping •  Business Continuity •  Disaster Recovery •  Litigation •  FBAR Requirements

Compliance Program

’33 Securities Act

Compliance Requirements

’34 Exchange Act

‘40 Investment Advisers Act

Additional SEC Regs

Additional Federal

Regulations

State Regulations

’40 Investment Company Act

Gap Analysis

Tier 2 Supporting/D

etailed R

equirements R

eview

Client Management

•  Policy and Procedures

•  AML/KYC •  Privacy •  Provide ADV II •  Investor Reports

Tier 3 Program

D

evelopment

Compliance Program Development and Implementation New and/or Updated Policies, Processes, Procedures and Controls

Adequacy of Existing Policy Implementation

Tier 1 Program

Building

Blocks R

eview

•  Efficacy Testing

•  Key Risk Indicators

•  Periodic Reviews

•  SEC and other filings

Best Practices

Commodity Exchange Act

SteelbridgeCompliance  Program  Review  

Overview 10

The  Steelbridge  Review  Process  

Off Site Information Gathering

• Information Request

• Off Site Due Diligence

• Preparation for site visit and interviews with firm personnel

• Begin review and analysis process

On Site Information Gathering

• On-Site Due Diligence

• Interviews

Information Review

• Do you have the requisite policies, processes, procedures and controls?

Information Analysis

• Are you doing what you say you are doing?

• What level of risk remains?

Findings and Summary Report

• Findings • Ratings • Recommendations • Summary Report

Step

1

•  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

Step

2

Step

3

Step

4

Step

5

Overview 11

Management  Team  

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.

Officers

Overview 12

Management  Team  

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.

Directors

Overview 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 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.

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.