Nicole Kalajian

Nicole Kalajian is a Chicago-based attorney who focuses her practice on investment management. Ms. Kalajian represents securities and commodities professionals in a variety of regulatory, compliance and corporate matters. She has extensive experience advising private fund clients, including hedge funds, commodity pools, cryptocurrency funds, fund of funds, socially responsible investment vehicles, venture capital funds, private equity funds and real estate funds.

Ms. Kalajian provides legal, regulatory, and compliance guidance to registered and exempt investment advisers, commodity pool operators (CPOs), commodity trading advisors (CTAs), proprietary trading firms, robo-advisers, and family offices.  She drafts offering documents, compliance manuals, business contracts, investment agreements, and advertising materials. Ms. Kalajian also provides legal and structuring guidance concerning master-feeder structures, domestic and foreign funds, international offerings, separately managed accounts, and robo-adviser platforms.

Ms. Kalajian also represents institutional investors and family offices in analyzing investment opportunities into various types of private fund and other investment vehicles, as well as in negotiating side letters. She further assists investment management clients with industry comment letters and requests for no action relief, as well as with regulatory examinations and investigations.

Examples of Ms. Kalajian’s areas of legal coverage include the below:

Hedge Funds

Ms. Kalajian advises hedge funds on a range of legal matters including structuring and formation, compliance, private fund marketing, contract negotiations and securities and derivatives regulatory matters.  She advises investment managers with respect to U.S. Securities and Exchange Commission (SEC) and U.S. State registrations and exemptions, and the preparation of compliance materials to comply with U.S. laws and regulations. She also evaluates the CPO and CTA exemptions and compliance.

Commodity Pools

In the case of commodity pools, Ms. Kalajian also advises on U.S. Commodity Futures Trading Commission (CFTC) registration considerations, as well as the preparation of CFTC compliance materials to comply with U.S. laws and regulations. She also evaluates the CPO and CTA status of various investment management clients, including the identification of available exemptions, assisting with CFTC and National Futures Association (NFA) registration, membership and compliance.

Crypto Funds

In the case of cryptocurrency funds, Ms. Kalajian also advises on crypto-specific regulations and initiatives. Ms. Kalajian has assisted with cryptocurrency fund launches that widely vary in their investment strategies, such as investments in tokens, defi, cryptocurrency futures and options, ICOs, stablecoins, crypto lending investments, and more.

SELECTED EXPERIENCE:

• Representation of international investment adviser with registrations of its billion-dollar private equity fund real estate/hospitality investment complex, significant restructuring of management framework, preparation of compliance materials and preparation of relevant fund offering and marketing materials.
• Representation of multi-billion dollar family office in various ongoing regulatory and investment considerations, including US and international investments.
• Representation of multi-billion dollar investment adviser in various ongoing regulatory and investment considerations, including the launch of various investment vehicles and the creation of novel management structures.
• Representation of major organizations and entities in connection with responses to SEC, CFTC and NFA requests for industry comment.
• Representation of international cryptocurrency agency in connection with its formation and initial regulatory and corporate structuring.
• Representation of various international and U.S. investment advisers with SEC and CFTC registration and preparation of compliance materials to comply with U.S. laws and regulations.
• Representation of various hedge funds, commodity pools, cryptocurrency funds, fund of funds, socially responsible investment vehicles, venture capital funds, private equity funds and real estate funds and other alternative asset vehicle launches, registrations, regulatory, compliance, marketing, corporate, intellectual property, privacy and new product consideration and initiatives.
• Evaluating CPO and CTA status of various financial services clients, including the identification of available exemptions, and assisting with CFTC and NFA registration and compliance.
• Representation of clients on cryptocurrency regulations and initiatives, including representation of a cryptocurrency association, various cryptocurrency funds, as well as creative blockchain and defi initiatives.
• Assisting investment management clients with registration and compliance of robo-adivsers platforms and advisers, in connection with both securities and commodities-focused investments.
• Assisting investment firms and family offices with due diligence related to acquisitions, sales and mergers.
• Representation of institutional investors in analyzing investment opportunities into various types of alternative fund and other investment vehicles, as well as in negotiating side letters.
• Assisting investment management clients with SEC, CFTC, NFA and industry comment letters and requests for no action relief.
• Assisting investment management clients with SEC, CFTC and NFA examinations and investigations, as well as investor complaints.

AWARDS AND RECOGNITION

• Women We Admire, “50 Women Leaders of Law,” 2022