HEDGE FUNDS, PRIVATE EQUITY FUNDS AND OTHER SIMILAR INVESTMENT VEHICLES

HEDGE FUNDS, PRIVATE EQUITY FUNDS AND OTHER SIMILAR INVESTMENT VEHICLES GEORGETOWN UNIVERSITY LAW CENTER SYLLABUS AND READING LIST REVISED JANUARY 26,...
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HEDGE FUNDS, PRIVATE EQUITY FUNDS AND OTHER SIMILAR INVESTMENT VEHICLES GEORGETOWN UNIVERSITY LAW CENTER SYLLABUS AND READING LIST REVISED JANUARY 26, 2016 SPRING 2016 TUESDAYS 5:45 P.M. - 7:45 P.M. MCDONOUGH HALL 201 Professor Barry P. Barbash

Professor James G. Silk

General notes on class readings: (1) Many reading selections set out below are excerpted. Excerpting generally is indicated by three asterisks at the location of the omitted text; deleted footnotes are not marked. (2) You should review the sections of, and rules under, the statutes cited below as you read the other selections, instead of trying to read the sections and rules first. (3) All reading selections set out below are designed to help you understand the topics to be discussed in class. All sections of statutes and rules under those sections are important and should be read. (4) The area of law and practice we will be studying may be subject over the course of the semester to new developments that may be reflected in additional reading selections throughout the semester. (5) Supplemental readings related to certain classes are set out in the Appendix to this Syllabus and Reading List. Materials set out in the Appendix are not required to be read for class, but are provided for your reference and optional use. (6) The professors reserve the right to raise a student’s grade in recognition of class participation of high quality shown throughout the semester. Class 1: Introduction to Private Funds (Jan. 19) Topics:

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Types of Private Funds Private Funds Contrasted with Public Pools Business Goals of Private Fund Managers Service Providers of Private Funds Intended Investors of Private Funds Regulatory and Business Themes Inventory of Applicable Legal Constraints:

o o o o o

Terms and conditions of exemptions/exclusions in laws regulating pooled investment vehicles, particularly the Investment Company Act of 1940 (the “1940 Act”) Terms and conditions of exemptions from laws – principally the Securities Act of 1933 (the “Securities Act”) – relating to the offering of securities Regulations imposed on the managers of private funds through the application of the Investment Advisers Act of 1940 (the “Advisers Act”) Regulations imposed on the managers of private funds having employee benefit plan investors through the application of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) Regulations imposed on private funds and their managers as institutional investors under various federal statutes

Required Readings:  Implications of the Growth of Hedge Funds, Staff Report to the United States Securities and Exchange Commission (“SEC”) (Sept. 2003) (“SEC Staff Report”) (Executive Summary (pp. vii-xiii), pp. 3-36, 43-44, 52-61 and 67-68) (pay particular attention to pp. 11-32)  Hedge Funds. An Educational Guide, Managed Funds Association (2009)  Mary Jo White, Chair, SEC, Keynote Address at the Managed Fund Association: “Five Years On: Regulation of Private Fund Advisers After Dodd-Frank” (Oct. 16, 2015)  Julie M. Riewe, Co-Chief, Asset Management Unit, SEC Division of Enforcement, Conflicts, Conflicts Everywhere – Remarks to the IA Watch 17th Annual IA Compliance Conference: The Full 360 View (Feb. 26, 2015) Class 2: Operating Outside of the Scope of the 1940 Act (Feb. 2) Topics:

    

The Business/Regulatory Goal Overview of the 1940 Act The Section 3(c)(1) Exclusion The Section 3(c)(7) Exclusion “Knowledgeable Employees”

Required Readings:  1940 Act Sections and Rules: o Section 2(a)(51) o Section 3(c)(1) o Section 3(c)(7) o Section 48 o Rules 2a51-1, 2a51-2, 2a51-3 o Rules 3c-1, 3c-5, 3c-6  American Bar Association Section of Business Law, SEC No-Action Letter (Apr. 22, 1999)  Managed Funds Association, SEC No-Action Letter (Feb. 6, 2014)  SEC Provides Guidance Regarding Knowledgeable Employees Investing in Private Funds, The Investment Lawyer (June 2014)  SEC Staff Report (pp. 11-13) (included in Class 1 materials)  Cornish & Carey Commercial, Inc., SEC No-Action Letter (June 21, 1996)

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Shoreline Fund, L.P., SEC No-Action Letter (Apr. 11, 1994) Frontier Capital Management Co., Inc., SEC No-Action Letter (July 13, 1988) Gerald Klein & Associates, Inc., Advisers Act Release No. 2,404 (July 8, 2005) H.E.B. Investment & Retirement Plan, H.E. Butt Grocery Co., SEC No-Action Letter (May 18, 2001)

Class 3: Provisions of the 1940 Act From Which No Exemptions Apply (Feb. 9) Topics:

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The Business/Regulatory Goal Provisions From Which No Escape is Possible o Section 7(d) o Section 12(d)(1) o Section 17

Required Readings:  1940 Act Sections and Rules: o Section 7(d) o Sections 12(d)(1)(A), (B), (C) and (G) o Section 17(a) o Section 17(d) o Section 17(e) o Rules 12d1-1, 12d1-2, 12d1-3 o Rule 17d-1  Diagrams of Affiliated Transactions Provisions  Goodwin, Procter & Hoar LLP, SEC No-Action Letter (Feb. 28, 1997)  Investment Funds Institute of Canada, SEC No-Action Letter (Mar. 4, 1996)  Dechert LLP, SEC No-Action Letter (Aug. 24, 2009)  MEVC Draper Fisher Jurvetson Fund I, Inc. v. Millennium Partners, L.P., 260 F. Supp. 2d 616 (S.D.N.Y. 2003)  Martin Currie Inc., Advisers Act Release No. 3,404 (May 10, 2012)  Acceptance of Gifts or Entertainment by Fund Advisory Personnel – Section 17(e)(1) of the Investment Company Act, SEC Division of Investment Management Guidance Update No. 2015-01 (Feb. 2015) Class 4: Offering and Selling Interests in Private Funds (Feb. 18) Topics:

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The Business/Regulatory Goal The Securities Act: o The Section 4(a)(2) Exemption o Regulation D  Bad Actor Provisions o Use of the Internet and Other Social Media Broker-Dealer Registration Considerations

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Required Readings:  Securities Act Section and Rules: o Section 4(a)(2) o Rules 501, 502 and 506 of Regulation D (pay particular attention to Rule 502(c) and Rules 506(b), (c) and (d)) o Rule 902(k) of Regulation S  Advisers Act Section and Rules: o Section 205(a)(1) o Rule 205-3 o Rule 206(4)-1 (included in Class 8 materials) o Rule 206(4)-3  Exchange Act Section: o Section 3(a)(4) and (5)  SEC Staff Report (pp. 13-18 (included in Class 1 materials) and 44-52)  Registration Under the Advisers Act of Certain Hedge Fund Advisers, Advisers Act Release No. 2,333 (Dec. 10, 2004) (footnotes 200, 226 and 227)  Eliminating the Prohibition Against General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings, Securities Act Release No. 9,415 (July 10, 2013)  Review Goodwin, Procter & Hoar LLP, SEC No-Action Letter (Feb. 28, 1997) (included in Class 3 materials)  Lamp Technologies, Inc., SEC No-Action Letters (May 29, 1997 and May 29, 1998)  Citizen VC, Inc., SEC No-Action Letter (Aug. 6, 2015)  Ranieri Partners LLC, Advisers Act Release No. 3,563 (Mar. 8, 2013) Fact Pattern for Discussion During Class 5 to be Provided to Students Class 5: Practicum I: Launching a Private Fund (Feb. 23) Discussion of Fact Pattern Previously Provided Class 6: Indirect Regulation of Private Funds: The Advisers Act (Mar. 1) Topics:





The Business/Regulatory Goal The Definition of Investment Adviser

Required Readings:  Advisers Act Section: o Section 202(a)(11)  SEC v. Fife, 311 F.3d 1 (1st Cir. 2002)  Allianz of America, Inc., SEC No-Action Letter (May 25, 2012)  U.S. v. Lay, 612 F.3d 440 (6th Cir. 2010)  Peter Adamson III, SEC No-Action Letter (Apr. 3, 2012)  Persons Who Provide Advice Solely Regarding Matters Not Concerning Securities, SEC Division of Investment Management Staff Issues of Interest (Mar. 27, 2012)  Jeffrey B. Rubin, Advisers Act Release No. 4,196 (Sept. 15, 2015)

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Topic:



Exemptions of Consequence

Required Readings:  Advisers Act Section and Rules: o Section 202(a)(30) o Rule 202(a)(11)(G)-1 o Rule 202(a)(30)-1 o Rule 203(l)-1 o Rule 203(m)-1 o Rule 204-4  Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers, Advisers Act Release No. 3,222 (July 6, 2011)  Family Offices, Advisers Act Release No. 3,220 (June 29, 2011)  SEC Adopts Rules Implementing Dodd-Frank Investment Adviser Exemptions and Registration Requirements, Willkie Farr & Gallagher LLP (“WFG”) Client Memorandum (June 30, 2011)  SEC Adopts Rule Defining “Venture Capital Fund” for Purposes of Exemption from the Investment Advisers Act, WFG Client Memorandum (July 5, 2011)  SEC Adopts Rule Defining “Family Office” for Purposes of Exclusion from the Advisers Act, WFG Client Memorandum (June 29, 2011)  Guidance on the Exemption for Advisers to Venture Capital Funds, SEC Division of Investment Management Guidance Update No. 2013-13 (Dec. 2013)

Class 7: Indirect Regulation of Private Funds: The Advisers Act (Continued); Compliance and Enforcement (Mar. 15) Topic:



Treatment of Affiliates

Required Readings:  Advisers Act Section: o Section 208(d)  Review Exemptions for Advisers to Venture Capital Funds, Private Fund Advisers With Less Than $150 Million in Assets Under Management, and Foreign Private Advisers, Advisers Act Release No. 3,222 (July 6, 2011) (included in Class 6 materials) (footnote 506 and related text)  American Bar Association Subcommittee on Hedge Funds, SEC No-Action Letter (Jan. 18, 2012)  Amendments to Form ADV and Investment Advisers Act Rules, Advisers Act Release No. 4,091, 80 Fed. Reg. 33,718, 33,724-33,726 (June 12, 2015)  Royal Bank of Canada, SEC No-Action Letter (June 3, 1998)  Penn Mezzanine Partners Management, L.P., Advisers Act Release No. 3,858 (June 20, 2014)

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Topics:

  

Fiduciary Duties Anti-Fraud Provisions Disclosure

Required Readings:  Advisers Act Sections: o Sections 206(1), 206(2) and 206(3)  Mary Jo White, Chair, SEC, Remarks at the Securities Enforcement Forum (Oct. 9, 2013)  Review Julie M. Riewe, Co-Chief, Asset Management Unit, SEC Division of Enforcement, Conflicts, Conflicts Everywhere – Remarks to the IA Watch 17th Annual IA Compliance Conference: The Full 360 View (Feb. 26, 2015 ) (included in Class 1 materials)  SEC v. Capital Gains Research Bureau Inc., 375 U.S. 180 (1963)  Lakeside Capital Management, LLC, Advisers Act Release No. 3,877 (July 17, 2014)  Joan Conan, Advisers Act Release No. 1,446 (Sept. 30 1994)  Review Martin Currie, Inc., Advisers Act Release No. 3,4040 (May 10, 2012) (included in Class 3 materials)  Kohlberg Kravis Roberts & Co. L.P., Advisers Act Release No. 4,131 (June 29, 2015)  Blackstone Management Partners, LLC, Advisers Act Release No. 4,219 (Oct. 7, 2015)  Fenway Partners, LLC, Advisers Act Release No. 4,253 (Nov. 3, 2015)  Pekin Singer Strauss Asset Mgmt., Inc., Advisers Act Release No. 4,126 (June 30, 2015)  Gardner Russo & Gardner, SEC No-Action Letter (June 7, 2006)  Paradigm Capital Management, Inc., Advisers Act Release No. 3,857 (June 16, 2014) Class 8: Compliance and Enforcement (Continued) (Mar. 22) Topic:



Significant Advisers Act Rules

Required Readings:  Advisers Act Sections and Rules: o Section 206(4) o Rule 206(4)-1 o Rule 206(4)-2 o Rule 206(4)-5 o Rule 206(4)-6 o Rule 206(4)-7 o Rule 206(4)-8  Trust & Investment Advisors, Inc., Advisers Act Release No. 4,087 (May 18, 2015)  Bennett Group Financial Services, LLC, Advisers Act Release No. 4,191 (Sept. 9, 2015)  Guidance on the Testimonial Rule and Social Media, SEC Division of Investment Management Guidance Update No. 2014-04 (March 2014)  Alpha Titans, LLC, Advisers Act Release No. 4,073 (Apr. 29, 2015)  Sands Brothers Asset Management, LLC, Advisers Act Release No. 4,273 (Nov. 19, 2015)

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Private Funds and the Application of the Custody Rule to Special Purpose Vehicles and Escrows, SEC Division of Investment Management Guidance Update No. 2014-07 (June 2014) TL Ventures Inc., Advisers Act Release No. 3,859 (June 20, 2014) Proxy Voting: Proxy Voting Responsibilities of Investment Advisers and Availability of Exemptions from the Proxy Rules for Proxy Advisory Firms, Staff Legal Bulletin No. 20 (IM/CF) (June 30, 2014) du Pasquier & Co., Inc., Advisers Act Release No. 4,004 (Jan 21, 2015) Michael G. Thomas, Advisers Act Release No. 4,102 (June 3, 2015)

Class 9: Regulation of Private Funds with Employee Benefit Plan Investors: ERISA (Mar. 29) Topics:

 

The Business/Regulatory Goal ERISA

Required Readings:  SEC Staff Report (pp. 23-32) (included in Class 1 materials)  Barry P. Barbash and Simon F. T. Cox, Fund Managers, Private Equity Funds and Investment Companies, SEC Regulation Outside the United States (6th ed. 2007) (pp. 319-323)  The Department of Labor Re-Proposes Fiduciary Rulemaking for Employee Benefit Plans and IRAs, WFG Client Memorandum (May 8, 2015)  Western Asset Management Co., Advisers Act Release No. 3,763 (Jan. 27, 2014)  Settlement Agreement and Release between Department of Labor and Western Asset Management Co. (Jan. 13, 2014) Fact Pattern for Discussion During Class 10 to be Provided to Students Class 10: Practicum II: Dealing with an SEC Examination (Apr. 5) Discussion of Fact Pattern Previously Provided Class 11: Business Terms and Conditions in Fund Documents (Apr. 12) Topics:

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Relevant Law for Building Private Investment Vehicle U.S. State Law Offshore Jurisdictions Constructing a Limited Partnership or Limited Liability Company Agreement Confidential Offering Memorandum or Private Placement Memorandum The Subscription Agreement The Basic Offering Document Fees: o Performance v. Management o High Water Marks o Preferred Return/Hurdle Rate

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o Clawbacks Allocation of Expenses Sharing of Responsibilities: o Sub-Advisory Relationships Valuation Side Letter Agreements

Required Readings:  Delaware Revised Uniform Limited Partnership Act (Sections 101, 106-108, 201, 214, 218, 301-303, 401-405, 503, 601-607, 701-702, 704, 801-804 and 901)  Sample Provisions  Sample Side Letter  Model Agreement of Limited Partnership*  Model Confidential Private Placement Memorandum*  Model Subscription Booklet* *Please skim and bring documents to class Fact Pattern for Discussion During Class 12 to be Provided to Students Class 12: Practicum III: Working with a Typical Private Fund Transaction (Apr. 19) Discussion of Fact Pattern Previously Provided Class 13: Miscellaneous Issues (Apr. 26) Topics:

 

Qualified Client Assignment of Advisory Agreements

Required Readings:  1940 Act Section and Rule: o Section 2(a)(3) o Rule 2a-6  Advisers Act Sections and Rules: o Section 202(a)(12) o Section 205(a) o Rule 202(a)(1)-1 o Rule 205-3 (included in Class 4 materials) o Rule 204A-1  SEC Staff Report (pp. 61-65)  Acadia Asset Management, LLC, Advisers Act Release No. 4,165 (Aug. 11, 2015) Madison Marriage, Hedge Funds Close the Gate Before Investors can Bolt, Fin. Times (July 28, 2013) Final Exam: May 9, 2016 at 6:00 P.M.

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HEDGE FUNDS, PRIVATE EQUITY FUNDS AND OTHER SIMILAR INVESTMENT VEHICLES Syllabus and Reading List Appendix Spring 2016 Class 1: Introduction to Private Funds  

Ernst & Young, 2015 Global Hedge Fund and Investor Survey (2015) Form PF, Reporting Form for Investment Advisers to Private Funds and Certain Commodity Pool Operators and Commodity Trading Advisor, SEC (2015)

Class 3: Provisions of the 1940 Act From Which No Exemptions Apply; Registered Alternative Funds        

Touche, Remnant & Co., SEC No-Action Letter (Aug. 27, 1984) Fund of Funds Investments, 1940 Act Release No. 27,399 (June 20, 2006) (pp. 1-6, 1419) Gabelli Global Multimedia Trust, Inc. v. Western Investment LLC, No. 10 - 0557 (D. Md. 2010) Barry P. Barbash and Simon F. T. Cox, Fund Managers, Private Equity Funds and Investment Companies, SEC Regulation Outside the United States (6th ed. 2007) (pp. 301-324) (pp. 319-323 are included in Class 9 materials) Red Rocks Capital, LLC, SEC No-Action Letter (June 3, 2011) Christopher B. Ruffle, 1940 Act Release No. 31,066 (June 2, 2014) Kara M. Stein, Commissioner, SEC, Mutual Funds - The Next 75 Years (June 15, 2015) (pay particular attention to the alternative mutual funds and retail investors section) Norm Champ, then Director, SEC Division of Investment Management, Remarks to the Practising Law Institute, Hedge Fund Management Seminar 2014 (Sept. 11, 2014)

Class 4: Offering and Selling Interests in Private Funds         

Securities Act Rules: o Rules 901, 902, and 903 of Regulation S Use of Electronic Media, Securities Act Release No. 7,856 (May 4, 2000) Amendments to Regulation D, Form D and Rule 156, Securities Act Release No. 9,416 (July 24, 2013) Sanders Morris Harris, Inc., BD No. 20580, FINRA Letter of Acceptance, Waiver and Consent No. 2009018184601 (July 11, 2012) NASD Reminds Members of Obligations When Selling Hedge Funds, NASD Notice to Members 03-07 (Feb. 2003) NASD Reminds Members of Obligations When Selling Non-Conventional Investments, NASD Notice to Members 03-71 (Nov. 2003) NASD Recommends Best Practices for Reviewing New Products, NASD Notice to Members 05-26 (Apr. 2005) FINRA Requests Comment on Proposed FINRA Rule Addressing the Circulation of Rumors, FINRA Notice to Members 08-68 (Nov. 2008) Altegris Investments, Inc., CRD No. 8258, NASD Letter of Acceptance, Waiver and Consent No. CAF030015 (Apr. 22, 2003)

A-1

Classes 5 and 6: Indirect Regulation of Private Funds: The Advisers Act         

Goldstein v. SEC, 451 F.3d 873 (D.C. Cir. 2006) West Palm Beach Police Pension Fund v. Collins Capital Low Volatility Performance Fund II, Ltd., 2010 WL 2949856 (S.D. Fla. July 26, 2010) Rules Implementing Amendments to the Investment Advisers Act of 1940, Advisers Act Release No. 3,221 (July 19, 2011) Protecting Investors: A Half Century of Investment Company Regulation, Chapter 5, SEC Division of Investment Management (1992) US v. Ogale, No. 09-11780, slip op. (11th Cir. 2010) Zenkyoren Asset Management of America Inc., SEC No-Action Letter (June 30, 2011) SCF Partners, L.P., SEC No-Action Letter (Dec. 16, 1991) Uniao de Bancos de Brasileiros S.A., SEC No-Action Letter (July 28, 1992) Mercury Asset Management Plc, SEC No-Action Letter (Apr. 16, 1993)

Classes 7 and 8: Compliance and Enforcement                     

SEC v. Cioffi, No. 08 Civ. 2457 (E.D.N.Y. 2008) Ralph R. Cioffi and Matthew M. Tannin, SEC Litigation Release No. 22,398 (June 25, 2012) SEC v. Cuban, No. 3:08-cv-02050-D (N.D. Tex. 2013) SEC v. Berlacher, No. 07-3800 (E.D. Pa. 2007) SEC v. Aragon Capital Management, LLC, Complaint No. 07 Civ. 00919 (S.D.N.Y. 2007) Testimony Concerning the Regulation of Hedge Funds: Hearing Before the S. Comm. on Banking, Housing, and Urban Affairs, 109th Cong. (2006) (statement of then Chairman Christopher Cox, SEC) SEC v. Fife, Complaint No. 1:07-CV-347 (N.D. Ill. 2007) Bear Stearns Asset Management, Inc., Admin. Compliant No. E-2007-0064 (Nov. 14, 2007) SEC v. Beacon Hill Asset Management, LLC, Complaint No. 02 Civ. 8855 (S.D.N.Y. 2004) SEC v. Northshore Asset Management, LLC, Complaint No. 05 Civ. 2192 (S.D.N.Y. 2005) SEC v. Wright, Complaint No. 1:06-CV-0438 (N.D. Ga. 2006) SEC v. Friedlander, Complaint No. 01-Civ.-4596 (S.D.N.Y. 2007) Steven Andrew Roberts, Advisers Act Release 2,662 (Sept. 27, 2007) Robert Khuzami, then Director, SEC Division of Enforcement, Speech to the Society of American Business Editors and Writers (Mar. 19, 2010) SEC Staff Report (pp. 72-76) SEC Charges Bernard L. Madoff for Multi-Billion Dollar Ponzi Scheme, SEC Press Release (Dec. 11, 2008) Renberg Capital Management, Inc., Advisers Act Release No. 2,064 (Oct. 1, 2002) Commission Guidance Regarding Client Commission Practices Under Section 28(e) of the Securities Exchange Act of 1934, Securities Exchange Act of 1934 Release No. 54,165 (July 24, 2006) SEC v. ICP Asset Management, LLC, Complaint No. 10 Civ. 4791 (S.D.N.Y. 2010) Folger Nolan Fleming Douglas Capital Management, Inc., Advisers Act Release No. 2,639 (Aug. 23, 2007) ZPR Investment Management, Inc., Advisers Act Release No. 3,574 (Apr. 4, 2013)

A-2

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State Street Bank and Trust Company, Securities Act of 1933 Release No. 9,107 (Feb. 4, 2010) Privately Offered Securities under the Investment Advisers Act Custody Rule, SEC Division of Investment Management Guidance Update No. 2013-04 (Aug. 2013) Knelman Asset Management Group, LLC, Advisers Act Release No. 3,705 (Oct. 28, 2013) Morgan Asset Management, Inc., Advisers Act Release No. 3,218 (June 22, 2011) Davidson Kempner Capital Management LLC, Advisers Act Release No. 3,693 (Oct. 17, 2013) (seeking an exemptive order from 206(4)-5); Advisers Act Release No. 3,715 (Nov. 13, 2013) (exemptive order) Modern Portfolio Management, Inc., Advisers Act Release No. 3,702 (Oct. 23, 2013) Fiduciary Asset Management, LLC, Advisers Act Release No. 3,520 (Dec. 19, 2012) Claymore Advisors, LLC, Advisers Act Release No. 3,519 (Dec. 19, 2012) SEC Roundtable on Proxy Advisory Firms, Securities Industry and Financial Markets Association (Dec. 5, 2013) SEC v. Yorkville Advisors, LLC, Complaint No. 12 Civ. 7728 (S.D.N.Y. Oct. 17, 2012) Foxhall Capital Management, Inc., Advisers Act Release No. 3,590 (Apr. 19, 2013) Goelzer Investment Management, Inc., Advisers Act Release No. 3,638 (July 31, 2013) Shadron L. Stastney, Advisers Act Release No. 3,671 (Sept. 18, 2013) John Carney, Welcome to the Golden Age of Activist Investors, CNBC (Aug. 14, 2013) D.E. Shaw & Co., L.P., Exchange Act Release No. 70,396 (Sept. 16, 2013) Brookside Capital, LLC, Advisers Act Release No. 3,226 (June 28, 2011) Lincolnshire Mgmt., Inc., Advisers Act Release No. 3,927 (Sept. 22, 2014) Wesley Stark and Starkschenkein LLP,, Advisers Act Release No. 4,162 (Aug. 6, 2015) Carl D. Johns, Advisers Act Release No. 3,655 (Aug. 27, 2013)

Class 9: Regulation of Private Funds with Employee Benefit Plan Investors: ERISA  

Letter to the Plan Administrator from James Benages, Director of the Boston Regional Office, U.S. Dept. of Labor (July 1, 2008) Definition of the Term “Fiduciary,” Department of Labor, Employee Benefits Security Administration, 80 Fed. Reg. 21,928 (Apr. 20, 2015)

Class 11: Business Terms and Conditions in Fund Documents   



Chart: Comparison of Offshore Hedge Fund Domiciles – British Virgin Islands, Cayman Islands and Jersey, Walkers Firm Memo (May 2012) Larry E. Bergmann, Hedge Funds and Prime Brokers: The Legal Relationship from the US Perspective, Hedge Funds and Prime Brokers (2008) (Chapter 3) Testimony Concerning Hedge Funds: Hearing Before the Subcomm. on Securities and Investment of the S. Comm. on Banking, Housing, and Urban Affairs, 109th Cong. (2006) (statement of Susan Ferris Wyderko, then Director, Office of Investor Education and Assistance, SEC) (see especially pp. 4 for discussion of side letter agreements) SEC v. Mannion, Complaint (N.D. Ga. 2010)

A-3

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