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:
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.
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.
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.