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Tag Archives: hedge fund manager
Hedge Funds & Essential Financial Businesses
Investment Management Firms May Be Considered Essential Financial Businesses Under Federal Guidance and State Orders.
The Cybersecurity and Infrastructure Security Agency (CISA) lists asset management as a vital component of our nation's critical infrastructure. As the federal risk advisor, CISA created guidance to help state and local governments ensure that employees essential to operations are able to continue working. In consideration of CISA's guidance, whether investment management firms would be considered essential financial businesses may depend upon each State's directives. Generally, the best practice for firms moving forward is to require workers to telework or work-from-home if possible, but allow supporting personnel to continue selective operations in the office if necessary to ensure the firm's continued operation.
California Executive Order N-33-20 orders "all individuals living in the State of California to stay at home or at their place of residence except as needed to maintain continuity of operations of the federal critical infrastructure sectors" as outlined by CISA. As discussed earlier, asset managers are included under CISA's guidance and should be permitted to allow supporting personnel to continue operations in their California offices.
Connecticut Executive Order No.7H orders that "non-essential businesses or not-for profit entities shall reduce their in-person workforces at any workplace locations by 100% not later than March 23, 2020 at 8:00 p.m. Any essential business or entity providing essential goods, services or functions shall not be subject to these in-person restrictions." The order defines "essential businesses" as those that, "include, but not be limited to, the 16 critical infrastructure sectors as defined by the Department of Homeland Security" and as outlined by CISA. Asset managers are included under CISA's guidance and should be permitted to allow supporting personnel to continue operations in their Connecticut offices.
Delaware Fourth Modification of the Declaration of a State of Emergency defines "essential businesses" as those that employ or utilize workers in financial services who support financial operations, such as those engaged in the selling, trading, or marketing of securities, those engaged in giving advice on investment portfolios, and those staffing data and security operations centers." Under this definition, asset managers should be permitted to allow personnel to continue operations in their Delaware offices.
Illinois Executive Order 2020-10 orders that "all Essential Businesses and Operations are encouraged to remain open. To the greatest extent feasible, Essential Businesses and Operations shall comply with Social Distancing Requirements as defined in this Executive Order, including by maintaining six-foot social distancing for both employees and members of the public at all times." Under the order, Essential Businesses are defined as including financial institutions. Accordingly, it is reasonable to take the position that asset managers should be permitted to allow personnel to continue operations in their Illinois offices.
NEW JERSEY:
New Jersey Executive Order No. 107 allows flexibility for businesses with employees that are unable to work-from-home or perform telework. In such situations, the order requires businesses to use its best efforts to allow the minimum number of workers necessary to ensure that essential operations can continue. Accordingly, it is reasonable to conclude that asset managers have the discretion to decide which, if any, personnel can continue selective operations in their New Jersey offices in order to ensure the firm's continued operations.
New York Executive Order No. 202.6 orders that employers "reduce the in-person workforce at any work locations by 100%…" with exception to "an entity providing essential services or functions." In a release expanding on the definition of "Essential Businesses" for the purposes of Executive Order 202.6, such essential financial institutions include "services related to financial markets." Accordingly, it is reasonable to take the position that asset managers should be permitted to allow personnel to continue operations in their New York offices.
For general questions or concerns related to impacts of coronavirus on the operations or compliance of funds and advisers, please contact us.
This entry was posted in Business Issues and tagged COVID-19, hedge fund manager on April 14, 2020 by Hedge Fund Lawyer.
Hedge Fund Seed Deals Overview
Seed Capital Arrangements for Hedge Fund Managers
We receive numerous inquiries from new managers seeking capital sources in today's challenging financial climate. Recent regulatory changes have increased legal and compliance costs associated with launching a hedge fund and many smaller investors are wary to invest with first time managers, despite their potential to generate alpha. One way emerging managers can secure the much needed capital is via a "seed deal" whereby a seed capital provider (the "Seeder") makes a significant capital investment (the "Investment') in the manager's fund (the "Fund") in exchange for a share of the management fees and/or incentive fees. In addition to providing the manager with start-up operating and investment capital, the manager gets additional credibility with prospective investors. This article will summarize some of the basic terms involved in seed deals, as well as a number of issues a manager should consider. Please note that each seed deal is unique and a manager should work with experienced counsel to negotiate the appropriate terms.
Seed Deal Basics
Investment.
The amount of Investment can range greatly, the initial funding can be as much as $150 million
or as little as $1 million depending on a variety of factors.
Lock-Up Period.
Depending on the size of the Investment and other negotiated terms, the Seeder will generally commit keep the Investment in the Fund for a period 2 to 4 years, subject to certain early withdrawal rights, including but not limited to:
Violation of proscribed investment guidelines;
Decline of Investment by a certain percentage;
Misconduct by the manager or its principals;
Key man provisions or change of control; and
Reaching a certain AUM threshold.
Share of Revenues.
In exchange for the Investment, the Seeder receives a percentage of the manager's revenues (including management fees and/or incentive fees) lasting in perpetuity or for a specified term. This arrangement is usually accomplished in one of two ways:
1. Equity Interest: The Seeder receives a direct equity interest in the management entity and typically receives revenues "net" of expenses. In this type of deal, the Seeder will generally require limitations or consent for expenses.
2. Fee Sharing Agreement: The Seeder enters into a profit/fee sharing agreement with the manager whereby the Seeder will be entitled to a portion of the management and/or incentive fees received by the manager. Fee sharing agreements have been more common as they offer greater freedom for the manager to operate its business. In this type of arrangement, the fees will generally be calculated on a gross basis. The actual sharing percentage varies depending on the amount of the Investment; however, amounts from 15 to 30% are common.
Seeder Rights and Obligations
Depending on the size of the Investment, the Seeder may obtain certain special rights, including but not limited to:
Access to Fund records and accounts, including "side letters" with other investors;
Portfolio transparency;
Most Favored Nation treatment;
Capacity rights
Right of first refusal on launch of subsequent funds, service providers or corporate events;
Management and oversight rights, including budget approval, fund terms, investment guidelines and restrictions;
Special liquidity terms;
Notification of significant matters and periodic meetings with principals of the manager.
The Seeder may agree to serve on an advisory committee for the manager, assist in the marketing of the Fund, and/or provide office space or other specified services to the manager.
Fund Manager Obligations
Depending on the size of the Investment, the manager may agree to additional obligations, including but not limited to:
Principal Investment
Principals of the manager agree to make and maintain a certain investment in the Fund, and may be required to re-invest a portion of received inventive allocation.
Revenue Share of All Fees
The fee sharing agreement will include all fees the manager receives from its investment management related activities (including other funds or managed accounts managed by the manager).
Non-Compete/Non-Solicitation
Principals of the manager will be prohibited from forming other management companies or funds for a period of time and may agree to a specific time commitment. In addition, the principals will agree to not solicit other employees of the manger or the Seeder for a period of time after they leave.
Representations, Warranties and Covenants
The manager will be required to make certain representations, warranties and covenants relating to regulatory and compliance issues.
The Seeder will usually be fully indemnified by the manager against losses arising out of the seed agreement or the investment in the Fund or any Fund document.
When contemplating entering into a seed deal arrangement, the manager should also consider the following:
Buyout Rights
The manager may request the right to buyout (in whole or in part) the Seeder's interest in the Fund, after a specified number of years or upon receiving a certain amount of fees. The buyout price can be determined ahead of time and is generally determined by a formula based on Investor receiving a certain amount of fees or a certain rate of return on the Investment.
Put Rights
Similar to the above, the Seeder may also request the right to sell its interest back to the manager.
Tag Along Rights
In the event of a sale of the manager, the Seeder may request a provision that would require the purchaser to also buy out the Seeder's interest in the manger on a pro rata basis.
Cole-Frieman & Mallon LLP is an investment management law firm focused on established and emerging hedge fund managers. If you have questions about hedge fund seed deals, please contact us.
This entry was posted in Business Issues and tagged hedge fund manager, hedge fund seed deals, seed deals on October 29, 2012 by Hedge Fund Lawyer.
Business Continuity Plans (Disaster Recovery Plans) | Investment Adviser Registration
The following post is part of our hedge fund compliance guide for managers who will be required to register as investment advisers with the SEC. After the Dodd-Frank bill, managers with either $1ooM of AUM (if managing a fund and separate accounts) or $150M of AUM (if managing a fund only) will be required to register and also to implement a compliance program. Under SEC Rule 206(4)-7 those managers will need to generally institute compliance policies and procedures (subject to annual review) and appoint a chief compliance officer. Part of that process will be to institute a business continuity or disaster recovery plan.
Rule 206(4)-7
The full rule provides:
Rule 206(4)-7 — Compliance Procedures and Practices
If you are an investment adviser registered or required to be registered under section 203 of the Investment Advisers Act of 1940 it shall be unlawful within the meaning of section 206 of the Act for you to provide investment advice to clients unless you:
a. Policies and procedures. Adopt and implement written policies and procedures reasonably designed to prevent violation, by you and your supervised persons, of the Act and the rules that the Commission has adopted under the Act;
b. Annual review. Review, no less frequently than annually, the adequacy of the policies and procedures established pursuant to this section and the effectiveness of their implementation; and
c. Chief compliance officer. Designate an individual (who is a supervised person) responsible for administering the policies and procedures that you adopt under paragraph (a) of this section
Background on BCP Requirement
While the rule does not specifically mention a "business continuity plan," the SEC has stated that an adviser has a fiduciary obligation to protect client assets from risks resulting from the adviser being unable to provide advisory services. Thus, an adviser must create and maintain a business continuity plan which is "reasonably designed" to enable the adviser to meet client obligations in the event of a natural disaster, emergency, or significant business disruption.
In the accompanying Adopting Release Report to Rule 206(4)-7, the SEC specifically noted that, at a minimum, policies and procedures established must address, among a number of other issues, the investment adviser's or the fund's business continuity plan. [HFLB Note: Other issues the adviser's policies and procedures should address include: (1) portfolio management, (2) trading practices, (3) proprietary trading and personal trading activities, (4) the accuracy of disclosures, (5) safeguarding client assets, (6) the accurate creation and maintenance of required records, (7) marketing advisory services, (8) process to value client holdings and assess fees based on valuations, and (9) safeguards for the privacy protections.]
The SEC did not, however, detail specific requirements for a business continuity plan, other than to state that it must adequately address the procedures necessary for the investment adviser or the fund to fulfill its fiduciary obligation to protect its clients'/investors' interests from being placed at risk as a result of the investment adviser's or the fund's inability to provide investment advisory or related services after a disaster or disruption occurs.
Because the SEC did not provide direct guidance in this respect, we can, among other resources, look toward FINRA rules on this topic.
FINRA Rule 4370 (Business Continuity Plans and Emergency Contact Information)
On April 7, 2004, the SEC approved NASD Rules 3510 and 3520 requiring member firms to establish and maintain business continuity plans that meet specified requirements. FINRA Rule 4370 superseded these rules following the consolidation of NASD and other member regulation, enforcement and arbitration functions of the NYSE regulation into FINRA. FINRA Rule 4730 is nearly identical to the previous NASD rules. The following sets forth the rule.
Establishing and Maintaining a BCP. Requires firms to create and maintain a business continuity plan that identifies procedures related to an emergency or other significant business disruption and is "reasonably designed to enable the member [firm] to meet its existing obligations to customers." The business continuity plan procedures must address existing relationships with other broker-dealers and counter-parties. The business continuity plan must be made available upon request by FINRA staff.
Updating Requirements. The firm must update the business continuity plans in the event of any material change to the adviser's operations, business, structure, or location. In addition, the business continuity plans must be reviewed at least annually.
BCP Details. The rules do not provide specific detailed requirements. Instead, they provide a framework for minimum compliance. The following is a non-exhaustive list of 10 key areas that the business continuity plans should address to the extent applicable and necessary.
1.	Data back-up and recovery (hard copy and electronic);
2.	All mission critical systems;
3.	Financial and operational assessments;
4.	Alternate communications between the member and its customers;
5.	Alternate communications between the member and its employees;
6.	Alternate physical location of employees;
7.	Critical business constituent, bank, and counter-party impact;
8.	Regulatory reporting;
9.	Communications with regulators; and
10.	How the member will assure customers' prompt access to their funds and securities in the event that the member determines that it is unable to continue its business.
If a firm does not include one of the elements addressed above, it must document the reason. If the firm relies on another entity to perform certain functions, it must document the relationship with that other entity.
Plan Approval. The firm must designate a member of senior management who is also a registered principal to approve the business continuity plan and to conduct the annual review.
Disclosure Requirements. The firm must disclose how the business continuity plan can address and how the firm will respond to future business disruptions of varying scope. The disclosure must, at a minimum, be made in writing to customers at account opening, posted on the firm's web site (if one exists), and mailed to customers upon request.
Designating Emergency Contacts. The firm must designate two emergency contact persons. The emergency contact persons must be associated persons. At least one contact person must be both a member of senior management and a registered principal of the firm. If the second contact person is not a registered principal, that person must be a member of senior management who has knowledge of the firm's business operations. If a firm only has one associated person, then the second contact person must be an individual who has knowledge of the firm's business operations.
Updating Requirements. The firm must update the emergency contact information in the event of any material change. In addition, the firm's Executive Representative or designee must review and if necessary, update the information within 17 business days after the end of each calendar quarter.
Having an appropriately tailored business continuity plan for your business is essential from both a regulatory and best practices perspective. Managers should have robust programs in place and be ready to show examiners that all statements in the business continuity plan are completely accurate.
Recommended Hedge Fund Articles
Cole-Frieman & Mallon LLP provides comprehensive registration and compliance services for SEC registered investment advisers. Bart Mallon, Esq. can be reached directly at 415-868-5345.
This entry was posted in Investment Advisor and tagged 206(4)-7, business continuity plan, hedge fund manager on August 24, 2010 by Hedge Fund Lawyer.
Hedge Funds, the Secondary Market and PTP Issues
Secondary Hedge Fund Market Poses Issues for Fund Managers
Recently there have been a number of groups springing up to provide a secondary hedge fund market. While such platforms provide investors with a potential avenue to get out of their illiquid investment (the investment in the fund may be illiquid for a number of reasons including the imposition of a gate provision), they pose problems for the hedge fund manager who will have to deal with the mechanical issues involved in a transfer of the fund interests. Additionally, as noted in the article below, the manager may have to worry about the PTP issues involved with such potential transfer.
The following article was written by Doug Cornelius of the Compliance Building blog and is reprinted with permission. All links in the article are from the original.
Classification of Private Funds as Publicly Traded Partnerships
Due to the increasing incidence of fund investors who want to transfer their investment fund interests, private investment funds face a risk of being classified as publicly traded partnerships. That would mean the fund would become taxable as a corporation.
A bad result.
Under Internal Revenue Code § 7704, a partnership will be classified as a publicly traded partnership if (1) the fund interests are traded on an established securities market or (2) the fund interests are readily tradable on a secondary market or its substantial equivalent.
The big problem is determining when you have a "substantial equivalent" of a secondary market. Under the regulations, the IRS uses a facts and circumstances test to determine if "partners are readily able to buy, sell, or exchange their partnership interests in a manner that is comparable, economically, to trading on an established securities market." You hate to get into a facts and circumstances discussion with the IRS.
Fortunately there are some safeguards in the implementing regulations at 26 C.F.R. § 1.7704-1.
Involvement of the Partnership
For purposes of section 7704(b), interests in a partnership are not readily tradable on a secondary market or the substantial equivalent unless (1) The partnership participates in the establishment of the market or (2) The partnership recognizes any transfers made on the market by (i) redeeming the transferor partner or (ii) admitting the transferee as a partner.
Since most fund partnerships require the general partner to approve the the transferee and then admit the transferee, they are unlikely to be able to take advantage of this safe harbor.
De Minimis Trading Safeharbor
The focus of a fund should be on the 2% de minimis safe harbor. 26 C.F.R. § 1.7704-1(j) provides for interests in a partnership to be deemed not readily tradable on a secondary market or the substantial equivalent thereof if the sum of the percentage interests in partnership capital or profits transferred during the taxable year of the partnership does not exceed 2 percent of the total interests in partnership capital or profits.
You want avoid having more than 2 percent of the partnership interests changing hands each tax year.
If you get close to that number there are several transfers that are disregarded transfers for this safeharbor, including:
block transfers by a single partner of more than 2% of the total interests
intrafamily transfers
transfers at death
distributions from a qualified retirement plan
Transfers by one or more partners of interests representing 50 percent or more of the total interests in partnership
Private Placement Safeharbor
The regulations deem a transfer to not be a trade if it was a private placement. But the regulations have their own definition of a private placement: (1) the issuance of the partnership interests had to be exempt from registration under the Securities Act of 1933, and (2) the partnership does not have more than 100 partners at any time during the tax year of the partnership. 26 C.F.R. § 1.7704-1(h)
The first prong should be straight-forward for most private funds. The trickier part is the second prong. In some circumstances the IRS can look through the holder of a partnership interest to its beneficial owners and expand the number of partners to include the beneficial holders of that interest.
Passive Income Safeharbor
If a fund is determined to be a Publicly Traded Partnership, it will nonetheless not be taxed as a corporation if 90% or more of the fund's gross income is passive-type income. [26 U.S.C. § 7704(c)] Passive-type income generally includes dividends, real property rents, gains from the sale of real property, income from mining and oil and gas properties, gains from the sale of capital assets held to produce income, and gains from commodities (not held primarily for sale in the ordinary course of business), futures, forwards, or options with respect to commodities. The income test is on a taxable year basis and must be have been met each prior year.
26 U.S.C. § 7704 : Certain publicly traded partnerships treated as corporations
26 C.F.R. § 1.7704-1
Risk of Possible Classification of Funds as Publicly Traded Partnerships by Paul Weiss
Please also see the post on hedge fund compliance and twitter which includes another reprint of a Compliance Building article.
What are Hedge Fund Investors Looking For?
How to Invest in a Hedge Fund
Hedge Fund Due Diligence
Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs the Hedge Fund Law Blog. He can be reached directly at 415-868-5345.
This entry was posted in Business Issues, Hedge Fund Structure, News and Commentary and tagged hedge fund, hedge fund interests, hedge fund manager, hedge fund tax, hedge fund transfer, hedge funds, ptp, secondary hedge fund on December 4, 2009 by Hedge Fund Lawyer.
Hedge Fund Manager Registration to Cost Taxpayers $140 Million (at least)
CBO Calculates Cost of House Hedge Fund Bill
This past week the Congressional Budge Office ("CBO") released a cost estimate of H.R. 3818, the Private Fund Investment Advisers Registration Act of 2009. In a number of private conversations I have had about hedge fund registration over the last 9-12 months one of the issues that was continually raised was appropriate funding for the SEC. As we have seen recently (most notably from the Inspector General's Madoff report), the SEC's budget is not large enough to adequately fulfill their investor protection mandate. Adding hedge fund registration would obviously further burden the cash-strapped agency (for more see Schumer Proposal to Double SEC Budget). According to the CBO, and based on the SEC's estimates that it will need to add 150 employees, the estimated outlays over four years will be equal to $140 million.
However, taxpayers should understand that this assumes that registration will only be required for those managers with at least $150 million in assets under management. At the $150 million AUM level, the CBO expects that 1,300 hedge fund managers would be required to register. The current draft of the Senate hedge fund registration bill calls for managers with $100 million in AUM to register – lowering the AUM exemption threshold will increase the amount of managers required to register. Additionally, there are outstanding political issues. First, it is unclear whether the final bill will require private equity fund managers and venture capital fund managers to register – we do not necessarily understand the arguably arbitrary carve-out for these industries. Second, it is clear that a majority of the state securities commissions are unable and unwilling to be responsible for overseeing managers with up to $100 million in assets. Hedge fund managers who would subject to state oversight would rightly want to be subject to SEC oversight (which does not say much for many state securities commissions). These issues will continue to be addressed during the political sausage-making process.
Of additional interest – the CBO estimates that hedge fund registration is likely to cost around $30,000 per each SEC registrant which is welcome news to investment adviser compliance consultants and hedge fund lawyers!
For full report, please see full CBO Hedge Fund Cost Estimate.
RIA Compliance Overview
SEC Emphasizes IA Compliance for Hedge Funds
Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs the Hedge Fund Law Blog and provides hedge fund manager registration service through Cole-Frieman & Mallon LLP He can be reached directly at 415-868-5345.
This entry was posted in Business Issues, compliance, Laws, Legal Resources, News and Commentary, Regulatory Actions, SEC and tagged hedge fund, hedge fund cost, hedge fund manager, hedge fund manager registration, hedge fund registration, hedge fund registration bill, investment adviser, investment adviser registration, Investment Advisor, investment advisor registration, SEC on November 17, 2009 by Hedge Fund Lawyer.
Insider Trading Overview
In light of the recent focus on insider trading, we are publishing the SEC's discussion on Insider Trading which can also be found here. The information below contains a broad overview of some of the important aspects which hedge fund managers should understand about the insider trading prohibitions.
For a greater background discussion on the legal precedents which helped shaped the state of law today, please see Insider Trading—A U.S. Perspective, a speech by staff of the SEC.
"Insider trading" is a term that most investors have heard and usually associate with illegal conduct. But the term actually includes both legal and illegal conduct. The legal version is when corporate insiders—officers, directors, and employees—buy and sell stock in their own companies. When corporate insiders trade in their own securities, they must report their trades to the SEC. For more information about this type of insider trading and the reports insiders must file, please read "Forms 3, 4, 5" in our Fast Answers databank.
Illegal insider trading refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include "tipping" such information, securities trading by the person "tipped," and securities trading by those who misappropriate such information.
Examples of insider trading cases that have been brought by the SEC are cases against:
Corporate officers, directors, and employees who traded the corporation's securities after learning of significant, confidential corporate developments;
Friends, business associates, family members, and other "tippees" of such officers, directors, and employees, who traded the securities after receiving such information;
Employees of law, banking, brokerage and printing firms who were given such information to provide services to the corporation whose securities they traded;
Government employees who learned of such information because of their employment by the government; and
Other persons who misappropriated, and took advantage of, confidential information from their employers.
Because insider trading undermines investor confidence in the fairness and integrity of the securities markets, the SEC has treated the detection and prosecution of insider trading violations as one of its enforcement priorities.
The SEC adopted new Rules 10b5-1 and 10b5-2 to resolve two insider trading issues where the courts have disagreed. Rule 10b5-1 provides that a person trades on the basis of material nonpublic information if a trader is "aware" of the material nonpublic information when making the purchase or sale. The rule also sets forth several affirmative defenses or exceptions to liability. The rule permits persons to trade in certain specified circumstances where it is clear that the information they are aware of is not a factor in the decision to trade, such as pursuant to a pre-existing plan, contract, or instruction that was made in good faith.
Rule 10b5-2 clarifies how the misappropriation theory applies to certain non-business relationships. This rule provides that a person receiving confidential information under circumstances specified in the rule would owe a duty of trust or confidence and thus could be liable under the misappropriation theory.
For more information about insider trading, please read Insider Trading—A U.S. Perspective, a speech by staff of the SEC.
Hedge Funds and Insider Trading
Hedge Fund Best Practices
Overview of Securities Exchange Act of 1934
RIA Compliance Information
Hedge Funds and Insider Trading: PIPEs
Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs the Hedge Fund Law Blog and the Series 79 exam website. He can be reached directly at 415-868-5345.
This entry was posted in Business Issues, compliance, Regulatory Actions, SEC and tagged hedge fund, hedge fund insider trading, hedge fund law, hedge fund manager, hedge fund managers, insider trading, insider trading law, SEC on November 15, 2009 by Hedge Fund Lawyer.
Secondary Loan Market | LSTA Conference
Trends for Distressed Debt Hedge Fund Managers
Distressed debt hedge funds often face a number of legal issues with regard to their investments. Post-Lehman, understanding the rights and liabilities attached to the actual contracts has become paramount for managers. The following article, contributed by Karl Cole-Frieman of Cole-Frieman & Mallon LLP, provides some background on a recent conference which discussed the secondary loan market.
The LSTA Annual Conference and the Secondary Loan Market
On October 29, 2009, we attended the annual conference for the Loan Syndications and Trading Association (the "LSTA"). Conference attendance was significantly up in 2009 from 2008, reflecting an increase in trading volume in the secondary loan market, and robust market conditions for service providers as a result of the spike in settlement on distressed documentation following Lehman's collapse in 2008.
Secondary Loan Market Panel
Of particular interest was the panel regarding "Recent Developments in the Secondary Loan Market" moderated by Elliot Gans, Executive Vice President and General Counsel of the LSTA. Other panelists included:
Linda Giannattasio, Director and Counsel in Citigroup's Office of the General Counsel.
Robbin Schulsohn, Karl Cole-Frieman's former colleague at JPMorgan Chase, where she is Executive Director and Assistant General Counsel.
Claire Pierce, Managing Director if Chapdelaine Credit Partners. Claire was in-house at Bank of America for many years before joining Chapdelaine.
Bridget Marsh, Senior Vice President & Assistant General Counsel of the LSTA.
Jennifer Tallmadge, Assistant General Counsel at Bank of America.
Notably, the panel lacked a Buy Side perspective, which impacted the topics of discussion.
Buy-In/Sell-Out Provisions ("BISO")
A relatively recent change in standard documentation for Par Trades is the inclusion in the LSTA Par/Near Par Trade Confirmation of a BISO provision for confirmations beginning February 2009. The BISO provisions addressed the problem of counterparty risk for failure to settle a trade. Previously, if a counterparty refused to settle a trade, there was little that the performing party could do short of litigation. The BISO provisions, which have recently been modified, establish the circumstances under which a performing party in a Par Trade may terminate its obligations under a trade confirmation and effect a cover transaction in respect of the loans. There is a lot of discussion about adding a BISO provision to the LSTA Distressed Trading Documents.
The panel expressed some mixed views about the success of the Par BISO provisions. In general, the BISO provisions have been considered successful in reducing settlement times in 2009. However, the provisions have only been in effect in a rising market, and it remains to be seen what will happen next time there is a systemic downturn in the market. It is possible that market participants could become overwhelmed sending and responding to BISO notices.
Distressed Documents for Performing Loans
The panel also discussed the phenomenon post-Lehman of trades that settled on distressed documents for performing loans. After the Lehman bankruptcy the loan prices fell significantly even for performing loans. Buyers reacted by insisting that trades settle on distressed documents instead of Par documents, causing significant delays in settlements. Generally the panel, which was dominated by Sell Side representatives, felt the market behaved irrationally in requiring distressed documents for performing loans based solely on price. One the other hand, the distinction between par and distressed has historically been determined solely by price. It is not clear what other objective measures loan purchasers can rely on. From a Buy Side perspective, it might be worth spending an additional $20,000 in delayed compensation to make sure their $200,000,000 is fully protected.
Settlement Times for Loan Trades
Despite the BISO provisions in the Par confirmations, there are systemic problems causing settlement delays in 2009. Although Linda Giannattasio indicated that 90 percent of Citibank's par trades are settling in T+7, Elliot Gans provided raw data for 3Q 2009 that shows that problems persist. For par trades, the average trade settled in 18 days, while the median settlement time was 11 days. For distressed trades, the average trade settled in 45 days, while the median trades settled in 36 days. Performing loans that trades on distressed documents post-Lehman are shifting back to Par documents, contributing to the delays.
Shift Date Rule
The LSTA plans to publish new rules for determining the "shift date," or the date in which loans shift from Par to Distressed, and therefore must settle on distressed documents. The existing process, which has never worked well, is that the LSTA polls dealers on the shift date. Under the forthcoming rules, the LSTA will select the shift date and it will be binding on all parties. Upon request, the LSTA will review trade data and other supporting material to determine the date. Where unable to make a determination, the LSTA will assemble a Determinations Committee made up of LSTA Board members. Elliot Gans indicated that some market participants would prefer the LSTA select a random date to the current polling system. Nevertheless, we expect these new rules to be somewhat controversial when rolled out by the LSTA.
To find out more about the secondary loan market and other topics impacting hedge fund managers, please contact Karl Cole-Frieman of Cole-Frieman & Mallon LLP (www.colefrieman.com) at 415-352-2300 or [email protected]
Distressed Debt Fund of Funds
Issues Involved in Closing a Distressed Debt Fund
Hedge Fund Investment Strategies
Deciding on a Hedge Fund Strategy
What is a Hedge Fund "Gate" Provision
Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs the Hedge Fund Law Blog and the forex registration website. He can be reached directly at 415-868-5345.
This entry was posted in Business Issues, Events, Legal Resources, News and Commentary and tagged biso provisions, distressed debt hedge fund, distressed debt hedge fund manager, hedge fund, hedge fund manager, lsta, lsta conference, secondary loan market on November 10, 2009 by Hedge Fund Lawyer.
Hedge Fund Manager Charged with Insider Trading
SEC Brings Case Against Raj Rajaratnam
Below is another case of a hedge fund manager who was alledgedly engaged in insider trading. The SEC seems particularly excited about this cased because of the high profile nature of the manager who was involved. The major charge is against Raj Rajaratnam who reportedly has a net worth in excess of $1 billion and who is a member of the Forbes 400 richest persons in the world.
There will undoubtedly be continued press in this case which is not good news for the hedge fund industry. The industry has been subject to criticism and increased calls for regulation for the last year and high profile cases like this one only serve to rile up members of congress. The SEC seems to be particularly proud about this "catch" as the agency has itself been under increasing scrutiny as the details of the fumbled Madoff case have been made public.
SEC Charges Billionaire Hedge Fund Manager Raj Rajaratnam with Insider Trading
High-Ranking Corporate Executives Also Charged in Scheme That Generated More Than $25 Million in Illicit Gains
Washington, D.C., Oct. 16, 2009 — The Securities and Exchange Commission today charged billionaire Raj Rajaratnam and his New York-based hedge fund advisory firm Galleon Management LP with engaging in a massive insider trading scheme that generated more than $25 million in illicit gains. The SEC also charged six others involved in the scheme, including senior executives at major companies IBM, Intel and McKinsey & Company.
The SEC's complaint, filed in federal court in Manhattan, alleges that Rajaratnam tapped into his network of friends and close business associates to obtain insider tips and confidential information about corporate earnings or takeover activity at several companies, including Google, Hilton and Sun Microsystems. He then used the non-public information to illegally trade on behalf of Galleon.
"This complaint describes a web of fraud that has been unraveled," said SEC Chairman Mary L. Schapiro.
"What we have uncovered in the trading activities of Raj Rajaratnam is that the secret of his success is not genius trading strategies. He is not the astute study of company fundamentals or marketplace trends that he is widely thought to be. Raj Rajaratnam is not a master of the universe, but rather a master of the rolodex," said Robert Khuzami, Director of the SEC's Division of Enforcement. "He cultivated a network of high-ranking corporate executives and insiders, and then tapped into this ring to obtain confidential details about quarterly earnings and takeover activity."
In addition to Rajaratnam and Galleon, the SEC's complaint charges:
Danielle Chiesi of New York, N.Y. — a portfolio manager at New Castle Funds.
Rajiv Goel of Los Altos, Calif. — a managing director at Intel Capital, an Intel subsidiary.
Anil Kumar of Saratoga, Calif. — a director at McKinsey & Company.
Mark Kurland of Mount Kisco, N.Y. — a Senior Managing Director and General Partner at New Castle.
Robert Moffat of Ridgefield, Conn. — a senior vice president at IBM.
New Castle Funds LLC — a New York-based hedge fund
According to the SEC's complaint, Rajaratnam and Galleon traded on inside information about the following events or transactions:
An unnamed source, identified in the SEC's complaint as Tipper A, obtained inside information about earnings announcements at Polycom and Google, as well as a takeover announcement of Hilton. Tipper A then allegedly provided this information to Rajaratnam, who used it to trade on behalf of Galleon.
Goel provided inside information to Rajaratnam about certain Intel quarterly earnings and a pending joint venture concerning Clearwire Corp., in which Intel had invested. Rajaratnam then used this information to trade on behalf of Galleon. As payback for Goel's tips, Rajaratnam, or someone acting on his behalf, executed trades in Goel's personal brokerage account based on inside information concerning Hilton and PeopleSupport, which resulted in nearly $250,000 in illicit profits for Goel.
Kumar obtained inside information about pending transactions involving AMD and two Abu Dhabi-based sovereign entities, which he shared with Rajaratnam. Rajaratnam then traded on the basis of this information on behalf of Galleon.
Chiesi obtained inside information from an executive at Akamai Technologies and traded on the information on behalf of a New Castle fund, netting a profit of approximately $2.4 million. Chiesi also passed on the inside information to Rajaratnam, who then traded on behalf of Galleon.
The SEC also alleges that Moffat provided inside information to Chiesi about Sun Microsystems. Moffat obtained the information when IBM was contemplating acquiring Sun. Chiesi then allegedly traded on the basis of this information on behalf of New Castle, making approximately $1 million in profits.
The SEC's complaint charges each of the defendants with violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, and, except for Kumar and Moffat, violations of Section 17(a) of the Securities Act of 1933 and. The complaint seeks a final judgment permanently enjoining the defendants from future violations of the above provisions of the federal securities laws, ordering them to disgorge their ill-gotten gains plus prejudgment interest, and ordering them to pay financial penalties. The complaint also seeks to permanently prohibit Goel, Kumar and Moffat from acting as an officer or director of any registered public company.
The SEC acknowledges the assistance and cooperation of the U.S. Attorney's Office for the Southern District of New York and the Federal Bureau of Investigation.
The SEC's investigation is continuing.
David Rosenfeld
Associate Director, SEC's New York Regional Office
Sanjay Wadhwa
Assistant Director, SEC's New York Regional Office
http://www.sec.gov/news/press/2009/2009-221.htm
Hedge Fund Laws
Hedge Fund Managers
New Hedge Fund Regulation
Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs Hedge Fund Law Blog. Mr. Mallon's legal practice is devoted to helping emerging and start up hedge fund managers successfully launch a hedge fund. If you are a hedge fund manager who is looking to start a hedge fund or if you are a current hedge fund manager with questions about the securities laws, please contact us or call Mr. Mallon directly at 415-868-5345.
This entry was posted in News and Commentary, Press Releases, Regulatory Actions, SEC and tagged hedge fund, hedge fund insider trading, hedge fund law, hedge fund manager, hedge fund SEC, SEC, SEC insider trading on October 16, 2009 by Hedge Fund Lawyer.
Purchasing an ERISA Fidelity Bond
Information on How to Buy ERISA Bond
Purchasing an ERISA Fidelity Bond is essentially the same as purchasing a fidelity bond for an investment advisory firm and this article is meant to serve as guide as to cost and timing to secure one of these bonds.
Generally a manager will need to make sure that the bond is for 10% of the amount of the ERISA assets (subject to a minimum bond requirement of $1,000). This means that if the ERISA assets in the fund are $1MM, the manager will need to have a bond for at least $100,000.
However, the maximum bond amount with regard to any one plan is $500,000. This means that if the manager has ERISA assets in the fund (from one plan) of $6MM, the manager will only need to have a bond in the amount of $500,000 with respect to that plan.
Generally, if the manager had two plans in his fund – one with $6MM in assets and one with $2MM in assets, the manager would need to have $700,000 worth of coverage ($500,000 and $200,000 respectively). The best way to accomplish this is to have separate bonds for the separate ERISA plans invested in the fund.
Cost of ERISA Bond
A bond consultant or insurance broker will generally be able to provide a quote for the ERISA coverage needs. The costs are fairly reasonable – generally around $200 to $400 for every $100,000 of coverage per year. For newly formed management companies, the amount of the bond may be based on the personal credit score of an officer of such management company.
Application Process and Timing
ERISA bonds are fairly easy to purchase and can be delivered quickly. The application process is generally pretty basic – applications will require basic information about the management company, the fund and/or the officer(s) of the management company. Different bond companies will require different information or have different application processes or procedures.
In my experience, managers have been able to secure a bond within about a week of submitting an application. If you are a manager that is likely to receive an allocation from an ERISA plan, the best practice is to have the bond in place prior to the time that the ERISA assets are wired to the fund account. Accordingly, the manager should take care to make sure the bonding company has all necessary information in order to place the bond by the necessary time.
As with other sensitive areas of hedge fund law (like taxation) managers should take extra care when dealing with ERISA investors and ERISA requirements. I always recommend discussing any ERISA issues with an ERISA specialist.
Please also see our disclaimer with regard to the information presented on this website.
Bart Mallon, Esq. of Cole-Frieman & Mallon LLP runs Hedge Fund Law Blog. Mr. Mallon's legal practice is devoted to helping emerging and start up hedge fund managers successfully launch a hedge fund. If you are a hedge fund manager who is looking to start a hedge fund or if you are a current hedge fund manager with questions about ERISA, please contact us or call Mr. Mallon directly at 415-868-5345. Other related hedge fund law articles include:
ERISA Bonding FAQ – DOL Answers
Hedge Funds and ERISA
ERISA Hedge Fund Issues Overview
Pension Security Act of 2009
Hedge Fund Soft Dollars
Hedge Fund Report by GAO
Hedge Fund Side Letters
Hedge Fund IRA Investments
DOL Sues Investment Advisor
Hedge Fund Laws Overview
ERISA, Hedge Funds, and Valuation
Institutional Investor Due Diligence
Hedge Fund Due Diligence 2.0
Hedge Fund FAQ
This entry was posted in Business Issues, Laws, Legal Resources and tagged ERISA, erisa bond, erisa bond requirement, erisa hedge fund, erisa hedge fund manager bond, hedge fund, hedge fund ERISA, hedge fund manager, hedge funds on October 11, 2009 by CFM Admin.


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Application of Noble Metal-TiO2 Schottky Barrier Diodes as Dissolved Hydrogen Sensor
Jun-ichi Tani, Nobuyoshi Hara, Katsuhisa Sugimoto
pp. 3-9
An application of noble metal-TiO2 Schottky barrier diodes to dissolved hydrogen (DH) sensors was examined in aqueous solutions containing 2.9×10-2-24.5 mass ppb DH at 300K. It was found that Pd-TiO2 diodes showed quantitative relationship between their response voltages and DH concentrations in the range of 2.9×10-2 to 1.5 mass ppb and they could work as DH sensors. Their 90% response times to DH concentrations were less than 3ks. They also had sensitivities to H+ ions, but the sensitivities were less than 10% of their sensitivities to DH. Pd-TiO2 diodes suffered from serious hydrogen embrittlement in solutions having higher DH concentrations. To improve this fault, Pd-Au and Pd-Ag alloy-TiO2 diodes were examined. As a result, a Pd-33 at% Ag alloy-TiO2 diode was found to have a good resistance to hydrogen embrittlement. Its sensitivity to DH concentration, however, slightly deteriorated with alloying Ag.
Effects of Cr and P on the Corrosion Behavior of Stainless Steels in Nitric Acid Containing Oxidizing Ions
Haruhiko Kajimura, Hiroo Nagano
The corrosion resistance of austenitic stainless steels was affected by Cr content and the impurity segregation at grain boundary in highly oxidizing nitric acid solution. In this study, effects of Cr (9-32%) and P (0.0002-0.034%) on the corrosion resistance of austenitic stainless steels were investigated in hot 8N nitric acid solution containing Cr6+ (0-1.0g/l). The main results are as follows: (1) The corrosion resistance in pure HNO3 was improved with the increase of Cr content. Cr oxide film was effective in pure HNO3. (2) The corrosion rate for (8-20) Cr-11Ni steels in 8N HNO3 containing Cr6+ more than 0.05g/l was increased with the increase of Cr content. This tendency on corrosion rate with Cr content was caused by the suppression of the cathodic reaction with the decrease of Cr content. (3) The corrosion rate of the austenitic stainless steels with more than 20% Ni was improved with Cr even in HNO3 containing Cr6+. (4) P less than 0.034% did not affect the corrosion resistance of the solution heat treated stainless steels. When stainless steels were sensitized at 650°C for short time, P less than 0.015% did not affect the intergranular corrosion depth. (5) The intergranular corrosion due to P segregation indicated the maximum value, when the stainless steel was sensitized at 650°C.
The Effect of the Fixed Charge Density of Coating Film on Pitting Potential of Aluminum
Takashi Iwata, Fumihiro Satoh, Haruo Tomari, Hiroshi Satoh
It has been known well that ion exchange membranes have good resistivity on electrolyte permeation. In this study, the effectiveness of additional ion exchange ability on coating films was examined by pitting potential measurement of coated aluminum specimen. Addition of polyphosphoric acid in acrylic/epoxy resin formed the cation exchange film with the effective fixed charge density value of 2.7×101mol/m3. And, it was appeared that the pitting potential of the specimen shifted to noble potential in an aqueous chloride solution at lower concentration than the effective fixed charge density value.
Effect of Air Oxide Film Structure on Minimal Corrosion Release of Stainless Steel in a High Temperature Pure Water
Haruo Tomari, Makoto Terada, Hiroshi Satoh
The effect of oxide film structure obtained by thermal treated in air on minimal corrosion release of Type 304 stainless steel in a high temperature pure water was investigated in order to clarify a cause for existing of an optimum temperature range to inhibit metal dissolution. The oxidation treatments up to ca. 600K were effective to increase the polarization resistance, and the oxide film primarily consisted of a uniform duplex oxide layer of α-Fe2O3 in outer and iron-chromium spinel type oxide in inner layer. A lot of nodular oxides, however, were formed by the oxidation treatments more than ca. 800K, the polarization resistance decreased with the increase and the growth of the nodules, and which consisted of only α-Fe2O3 from the surface to the oxide-metal interface.
Effect of Grain Boundary Inclination of Hydrogen Embrittlement of Alloy 600 with Coarce Columnar Crystals
Akinori Sato, Kenzo Kon, Shigeo Tsujikawa, Yoshihiro Hisamatsu
The effect of grain boundary inclination on hydrogen embrittlement was investigated on Alloy 600 with coarse columnar crystals. As the deviation of the growing direction from ‹100› orientation was within 10°, the grain boundaries were treated approximately as simple tilt boundaries with ‹100› rotation axis. Brittle cracking occured at grain boundaries in tensile test after hydrogen charge. The mean crack depth (h) increased with the increases in charging time (t) and temperature. There was a relation, h∝t1/2, between h and t. The activation energy for the diffusion of hydrogen atoms obtained from the temperature dependence of h·t-1/2 was estimated to be 13.6kcal·mol-1. On the other hand, that for grain boundaries with relative tilt angle (ω) of less than 10° was estimated to be 16.9kcal·mol-1. The crack depth (h) varied considerably even at the same ω and no clear relation was found between h and ω. It suggests that h depends on other factors such as grain boundary inclination as well as ω. At the symmetrical tilt boundaries, h decreased at coincidence boundaries such as ∑5 and ∑13 against the normal relation of h with ω. It was found that the grain boundaries which have the planes close to (110) of both component crystals have lower susceptibility to cracking.
Improvement of Optical Fiber by Carbon Coating
Nobuyuki Yoshizawa
Review of the investigations on "Carbon-Coated Optical Fiber (CCF)" is given. Outstanding features of CCF is presented and its utility is discussed from a point of view of reliability of optical fiber cable in field condition. A brief history of developments of high-strength CCF is described.
Stress Corrosion Cracking of Heat Exchanger made by Stainless Steels in Cooling Water Environments
中原 正大

redpajama_set_name: RedPajamaCommonCrawl


Home Away From Home provides free yearly vision and speech screenings to all of our children. Our teachers also do daily health checks on each child to assure the child is symptom free of illness and is able to fully participate in group activities.
Home Away From Home also provides two free nutritious family-style meals a day as well nutritious morning and afternoon snacks. Our weekly menus have been approved by the Tennessee State Child and Adult Care Food Program Nutrition Specialist.


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The earliest and "by far the most detailed account of the coast of the United Arab Emirates"
Plinius Secundus, Gaius (Pliny the Elder). Naturae historiarum libri XXXVII. E castigationibus Hermolai Barbari quam emendatissime editi.
Venice, Bernardinus Benalius, 1497 (but not before 13 Feb. 1498).
Folio. 268 ff. Contemporary vellum with ms. title to spine.
Fine incunabular edition of Pliny's famous encylopedic work, covering the entire field of ancient knowledge. With his "Natural History", Pliny gives a mathematical and physical description of the world, discusses geography, ethnography, anthropology, human physiology, zoology, botany, mineralogy, sculpture and painting. As "a purveyor of information both scientific and nonscientific, Pliny holds a place of exceptional importance in the tradition and diffusion of culture" (DSB). Through the present work Pliny "gives us by far the most detailed account of the coast of the United Arab Emirates that has come down to us. Chapter 32 of Book 6 (§ 149-152), beginning near the Qatar peninsula, proceeds to describe the Emirates islands, tribes, and coast right up to the Musandam peninsula, before continuing on south along the coast of Oman. As such, it is a mine of invaluable information on the UAE in the late pre-Islamic era" (UAE History, online). Pliny "completed his 'Natural History' in 77 AD and, to judge from his account of the peoples and places of south-eastern Arabia [...], the area of the UAE was full of settlements, tribes, and physical features, the names of which he recorded for posterity" (Ghareeb/Al Abed 54).
"This appears to be the first edition of Barbarus' recension, the note of a 1496 edition by the same printer being probably due to a confusion (Hain 13099)" (BMC). Dated 1497 in the colophon, but the dedication is dated the Ides of February in the twelfth year of the Doge Augustinus Barbadicus (30 Aug. 1497 to 29 Aug. 1498).
Numerous contemporary marginalia. Slight worming to gutter and some waterstaining near end; spine severely defective. Late 19th-c. bookplate of Dr. J. Klauber on front pastedown.
HC 13101*. Goff P-799. GW M34321. Klebs 786.14. Proctor 4893A. BMC V 377. ISTC ip00799000.
Stock Code: BN#44499 Tags: Arabian Peninsula, Early printing to 1600, Geography and Travel, Greek and Roman Classics, Incunabula, Islamic World, Science
Einstein, Albert, Physiker und Nobelpreisträger (1879-1955). Ms. Brief mit eigenh. U. ("A. Einstein").Berlin, 9 Feb 1920.
Laiglesia y Darrac, Francisco. Memoria sobre la cría caballar de España: causas del aniquilamiento de …Madrid, 1830.
You're viewing: Plinius Secundus, Gaius (Pliny the Elder). Naturae historiarum libri XXXVII. E castigationibus Hermolai Barbari quam …Venice, 1497 but not before 13 Feb. 1498. € 38,000.00


Enzo Duval is a French Duelist and doing well so far. He won the last Round and earned himself a spot in Top 32. We asked him for a Duelist Profile.
What Deck are you playing today?
I chose to bring a Shaddoll Deck to this event. I thought it to be the best Deck at the moment and I felt really confident with it. It's a French build using an enlarged Artifact engine.
I saw your Deck looks different than the usual Shaddoll build?
Instead of only running Artifact Moralltach and Artifact Sanctum I'm playing Artifact Ignition and Artifact Beagalltach as well. Reason being that it allows me to perform really explosive plays at my opponents turn. I also have more options in my Extra Deck. I can go into Constellar Pleiades or Artifact Durendal. Artifact Durendal allows me to esablish a soft loock with Vanity's Emptiness.
It's really difficult to break, because my opponent has to get rid of Vanity's Emptiness first and afterwards he has to deal with Artifact Durendal. If I'm also running one copy of Double Cyclone.
What were your goals heading into this event?
I came here to win. I've topped some YCS tournaments before and this time I want to win my first YCS.
I have a funny story to tell. I started Day 2 with a X:2 record so, in order to have a chance of topping, I needed to win all my remaining games. Unfortunately I was late for the start of Round 9. One minute later and I would receive a Match Loss. I still won the game and am undefeated since. I was really lucky to make it!


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-Top NewsDefenceIndia News
Jaishankar hails Vajpayee's post-Pokhran diplomacy
Dr S. Jaishankar said that within two years of the Pokhran nuclear tests, India had engaged with all the important nations of the world, reports Asian Lite News
Former Prime Minister Atal Bihari Vajpayee's diplomacy following the Pokhran nuclear tests are lessons for anyone in the field of diplomacy should look at and learn from, External Affairs Minister S. Jaishankar said. He praised Vajpayee for his deft diplomacy after the Pokhran nuclear tests, which was conducted in 1998.
Presiding over the third Atal Bihari Vajpayee Memorial lecture, Jaishankar said that within two years of the nuclear tests, India had engaged with all the important nations of the world.
India's Nuclear Weapons Program Operation Shakti: 1998
The lecture was delivered by former Singaporean diplomat Bilahari Kausikan in New Delhi.
Jaishankar also praised Vajpayee's tenure as External Affairs Minister, and his role in strengthening India's ties with the US and Russia.
He said the fundamentals of mutual respect, mutual sensitivity and mutual interest that are talked about now in terms of the modus vivendi with China, a lot of it is credited to Vajpayee.
Vajpayee saw a lot of opportunities for cooperation with our neighbourhood, but at the same time, was aware of the challenges of terrorism, Jaishankar said while hinting towards China and Pakistan.
"In our neighbourhood, Prime Minister Vajpayee saw a lot of opportunities for cooperation but was never impervious to the challenges of terrorism," Jaishankar said on Monday while addressing the Third Atal Bihari Vajpayee Memorial Lecture in New Delhi. Jaishankar said that Vajpayee used all instruments at his command to develop a relationship in the region which would very openly shun terrorists.
"When you look at trying to reach a modus vivendi (mode of living) with China, the fundamental basis for that, that it has to be on the basis of mutual respect, mutual sensitivity, mutual interest, which we articulate today, a lot of it was visible during Vajpayee's visit to China," the external affairs minister said while addressing the lecture.
According to Jaishankar, Vajpayee had a very nuanced and developed understanding of the contemporary world and he helped India transform its relationship with the United States.
Prime Minister Vajpayee with Indian troops and other dignitaries at Kargil after the war in 1999.
"He transformed India's relationship with the United States in the post-cold war environment after recognizing how important that relationship had become for India nationally and internationally," Jaishankar said.
"He imparted continuity and stability to our ties with Russia. At a time when so many important relationships across the world were changing, there was a unique steadiness about the India-Russia relationship and a lot of it has to do with the personal understanding and the efforts that were made by Prime Minister Vajpayee," the minister added.
ALSO READ: India won't be coerced by others: Jaishankar
Tagged: Atal Bihari Vajpayee diplomacy Dr S. Jaishankar India Pokhran Nuclear Tests
Manmohan Singh conferred Lifetime Achievement Honour
'Innovation Bridge' to connect US, Indian defence startups
US to expedite review of Made-in-India GE jet engines
Data embassies to be established for digital continuity
Govt to setup 50 additional airports, water aerodromes
Nikki Haley moves closer to US presidential bid


release party of the brand new Kuti magazine issue #13.
their first ever visit to Finland!
Prick Decay) with his sister Dora Doll."
(Tommi) KERÄNEN operates in the field of "traditional" harsh noise.
releases by Merzbow, J.O.Mallander, just to name a few.
and now we will see them perform in Helsinki again!


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Hybrid and electric cars sales advance 90 pct two months into 2016
Romanians bought 74 hybrid and 100 percent electric cars during the first two months of the year, according to data from the statistics of the Car Makers and Importers' Association (APIA) as quoted by Agerpres.
Although sales of environmentally-friendly cars during the reported period represent just 0.6 percent of total car sales, this was an almost 90 percent jump over the same period of the previous year.
As many as 35 green cars were sold in February alone, down by 10.2 percent compared to the previous month, when 39 units were sold.
The APIA data reveal that throughout 2015 the number of new hybrid and electric vehicles sold in Romania stood at 495, more than double (110 percent) compared to 2014, when 236 units were sold.
Natalia Martian
Tags: electric cars, hybrid cars
Deloitte study: half of Romanians want to buy electric cars to reduce the...
Benefits of switching to an electric car
SPARK expands its auto fleet in Romania with 100 electric Dacia Spring


The privacy of our visitors to http://angermanagement.x10.mx is important to us.
At http://angermanagement.x10.mx, we recognize that privacy of your personal information is important. Here is information on what types of personal information we receive and collect when you use and visit http://angermanagement.x10.mx, and how we safeguard your information. We never sell your personal information to third parties.
Google through the Google AdSense program) information including your IP address, your ISP , the browser you used to visit our site, and in some cases, whether you have Flash installed. This is generally used for geotargeting purposes (showing New York real estate ads to someone in New York, for example) or showing certain ads based on specific sites visited (such as showing cooking ads to someone who frequents cooking sites).
The Hidden Cost Of DIY Home Renovations.
Five Best Swimming Pools In Brisbane.
Call For Change In Public Liability Compensation Laws.
Clogged Pipes On The Gold Coast & How To Fix Them.
Spray Tans In Brisbane Is More Poplular Than Ever!
Equipment For Performing Massage Therapy.
The Truth About Headache and Migraines.


Japanese Mountain Retreat Spa is nestled between the popular tourist areas of the Dandenong Ranges and Yarra Valley making it the perfect destination for a couples getaway or romantic retreat. The exclusive private resort is situated in a breathtaking mountain setting among rocks, waterfalls and bamboo groves.
Japanese Mountain Retreat Spa is one of the only hot mineral springs in Victoria that provide Melbourne romantic getaways exclusively for couples wanting complete privacy and pampering.


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STROHLTOPIA
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Year in review: 2020 Horror
Year of 1,200 Movies
Streaming Recommendations, Vol 17: Lame Duck Purgatory
Streaming Recommendations, vol. 16: Month of Horror
Streaming Recommendations, Vol. 15: Dog Days
The Godfather of Gore: 34 Lucio Fulci films, ranked
55 Nicolas Cage Performances, Ranked by Cage Factor
The Decade in Film
Streaming Recommendations, Vol. 10: Culture Wars
Franchise Fever vol. 3: Conjuringverse and the Insidious Tetralogy
Streaming Recommendations, Vol. 12: QUARANTINE
Hong Kong Cinema on Streaming
Archives Select Month December 2020 (2) November 2020 (1) October 2020 (1) August 2020 (1) June 2020 (1) May 2020 (3) March 2020 (2) February 2020 (2) December 2019 (2) November 2019 (1) October 2019 (2) September 2019 (2) August 2019 (1) July 2019 (2) June 2019 (1) May 2019 (1) April 2019 (2) March 2019 (1) February 2019 (3) January 2019 (3) December 2018 (2) November 2018 (1) October 2018 (1) September 2018 (1) August 2018 (2) June 2018 (2) May 2018 (1) April 2018 (2) March 2018 (1) February 2018 (1) January 2018 (1) December 2017 (2) November 2017 (1) October 2017 (3) September 2017 (5) August 2017 (2) July 2017 (3) June 2017 (2) May 2017 (1) March 2017 (1) February 2017 (2) November 2016 (1) July 2016 (1)
Featured image from Possessor.
I used the last gasps of my grand 2020 movie binge to scrape up the rest of the horror new releases that were on my radar. I wanted to get as broad a view as possible of the state of the genre. I watched everything of note that's currently available for home viewing and quite a few things not of note. I did skip a few titles that I expect are almost certainly a waste of time.
It's not good news. The worst trends of 2010's horror have taken over and things are getting worse rather than better. The horror genre is multifaceted and there are many different sorts of values that horror movies can achieve, but the most essential element is visceral emotional impact. This element is largely missing. The vast majority of horror releases are aimed at a crossover audience. It's like a Buffalo Wild Wings where you can only order your wings mild.
Two formulas have taken over. The first and most prevalent is the mashing together of well-worn horror tropes with topics trending on Twitter. These movies typically have an overly literal context and dialogue that directly explains their thematic orientation. They are characteristically extremely safe and tame, so as to appeal to a broad audience of people who don't necessarily like horror but do like having their worldview reflected back to them. The second is the horror family drama, where the real horror is trauma/loss/grief/secrets. These movies recycle the grammar of the haunting and possession subgenres but add an overly literal context and (usually) ugly CGI. There's usually a black mold motif, and it's usually a transparent metaphor for trauma/loss/grief/secrets. Category 2 is a little edgier than Category 1, but they're both united in selling themselves as "not just a horror movie." I don't mean to say that all of these movies are bad. Some Category 1 movies are clever and inventive. Some Category 2 movies go far enough to work as horror.
There were no horror masterpieces. Nothing for the pantheon. That's been par for the course in recent years, but it's still disappointing. There were a handful of very good horror films, however, that deliver a visceral emotional experience while achieving something interesting with cinematic form. There were also a number of movies that I found enjoyable and/or interesting despite some shortcomings. Unfortunately, the largest cluster of the 2020 horror movies I saw were in the OK to Meh range (which is probably a generous appraisal because I have an easy time enjoying horror movies). And then there were a number that I actively disliked.
The list is divided into the above-mentioned categories and is very roughly ranked within each category (if I thought about it for a while I'd probably change my mind about some of the specific rankings). I'm not counting John Hyams' Alone, because I consider it a thriller rather than a horror movie, but it would be in the "very good" category.
[crickets]
Gretel & Hansel: Moody and refined, with an appealing abstract visual style and immersive score.
The Dark and the Wicked: Family loss horror done right. Light on narrative, heavy on Bertino's deliberate framing. The horror is driven by a slow accumulation of nightmarish moments that build an overwhelming sense of spiritual desolation, like there could be no hope or love or brightness ever again. A rare movie that feels genuinely evil.
Possessor: Brandon Cronenberg takes up his dad's legacy with exhilarating boldness. It's a real horror movie with original ideas and challenging content. This is the kind of thing I would like to see the genre moving towards.
The Golden Glove: How did Fatih Akin get from Soul Kitchen to here in so few moves?! It's a grisly, grimy, nasty portrait of a serial killer with Jonas Dassler turning in the horror performance of the year. The setting is vivid; no punches are pulled.
Hunter Hunter: I recommend going in cold but if you must: it's a variant on Leave No Trace where something actually happens. It's about a family of three living on the outskirts of civilization and is thematically concerned with hunters as predators and the way going off the grid makes salient the animal nature of human beings.
Enjoyable and/or interesting
Sputnik: Russian Alien– style sci fi horror. Excellent monster.
Run: Well-crafted but formulaic genre exercise with terrific acting and well-imagined suspense sequences.
VFW: It's too dark and it's hard to see what's going on in some scenes, but it still works as a fun throwback splatterfest with old guys vs mutant punks.
The Beach House: Of the several vacation property-themed movies that came out this year, this is the most Lovecraftian. Alternate title: When the Edibles Hit: The Movie. The early expository dialogue is clumsy and the movie doesn't do a great job sustaining its crescendo of tension, but the high points are very high and this is overall a refreshing example of low budget horror done well.
Antebellum: Wokesploitation! Between this and Ma, we're starting to see a transition out of the initial moralistic phase of woke horror into an exploitation phase where the woke themes serve as pretext for trashy spectacle. Jena Malone chews scenery like an absolute boss, casually addressing a hotel employee as "puddin'" and using the most condescending possible tone at all times. Janelle Monáe is totally up for carrying this thing and her big slo-mo Daniel Day Lewis from Last of the Mohicans horseback ride is glorious.
Freaky: a mashup of Freaky Friday and Friday the 13th. It's underrealized but a lot of fun and many of the jokes land.
La Llorona: Not to be confused with the Conjuring spinoff, this is a new release from Guatemala. I appreciate that it takes a different approach to the sprawling "haunting as transparent trauma metaphor" subgenre. This time it's not the supernatural presence haunting the family that's malevolent, but rather the family whose perspective we adopt. This pulls its punches, but it's still one of the better recent examples of explicitly political horror.
The New Mutants: This is surprisingly out there. It's sort of a Nightmare on Elm Street riff where Freddy is a teenage girl and the hero of the story. This has more of a slow burn horror vibe than a superhero origin story vibe. I always find Maisie Williams a little intolerable but Anya Taylor-Joy is delightful. Overall, I appreciate how unique this is. It's not destined to be a crowd-pleaser, but there are enough crowd-pleasers already.
Deep Blue Sea 3: The production value is much, much higher than part 2 but the fun wonkiness is still there ("Water Blog!"). Frankly, it's a lot better than a bargain basement smart sharks thriller needs to be. Bring on part 4.
The Grudge: The CGI is a bummer (are CGI maggots seriously easier than real maggots?) but every second of Lin Shaye is a treasure and I enjoy how old-fashioned this is. It's fun to see Harold Lee married to Debbie Eagan.
The Invisible Man: This could have been much better if the villain weren't so one-dimensional, but Whannell is great with high concept gimmicks and he finds plenty of inventive things to do with the premise. Elisabeth Moss is strong, as one would expect.
Zombi Child: Bonello's films are always nice to look at. This has interesting moments scattered throughout and the boarding school material is mostly good. But it's timid about its subject matter and wants to lead the viewer by the hand and as a result it has nowhere near the impact of previous attempts at zombie horror colonial reckoning (e.g., Tourneur, Fulci, Craven, Costa).
Ok to meh
Color Out of Space: This has a great list of ingredients, but they don't really come together. I would have loved to see what Stuart Gordon could have done with it.
The Wolf of Snow Hallow: Deadpan black comedy/werewolf horror/police procedural/family melodrama. The family melodrama and about half of the black comedy falls flat for me but the werewolf horror and the other half of the black comedy are good.
Bad Hair: This is a frustrating movie, because it doesn't play to its strengths. It's a paradigm example of a perfectly good monster movie that is weighed down by an overly literal context and dialogue pulled directly from Twitter.
Relic: This is a very typical example of the contemporary wave of family horror dramas, complete with all the overdone tropes. It does have a few inspired passages, though, and it sticks the landing. It's an ugly, unpleasant movie (in a good way) and it successfully leaves the viewer with a putrid emotional residue.
Blood Quantum: I would be surprised if there's ever another great zombie movie, but this isn't bad. I like the gritty representation of the rez.
Impetigore: Indonesian supernatural horror. There is some good material and the high points are high, but I question the decision to let this drag for the long middle section and then tell the entire story in an abrupt three-minute info dump.
Come to Daddy: Decidedly stupid, but it has a strong supporting cast and it goes far enough to be exciting.
Becky: Very derivative (Home Alone meets Green Room) but it has its pleasures. The score from Nima Fakhrara is absolutely lit. Honestly, the score is too good for the movie. I like the idea of Kevin James playing against type as a violent white supremacist, but it's mostly a cowardly performance.
She Dies Tomorrow: This is basically 4:44 Last Day on Earth meets Pontypool, mumblecore edition, as imagined by a David Lynch fan. I wouldn't say it's a good movie—it's half baked—but I found it fun to watch. Right away you get the sense that it's capable of anything, and that's an exhilarating feeling. The sound design shook my house pretty well.
Anything for Jackson: It's very derivative and peters out in the end but it hits some offbeat notes and I appreciate that it keeps throwing twists and turns at us instead of getting bogged down in the drama.
The Babysitter: Killer Queen: Junk food. Indefensible, but in a way I mildly enjoy.
Fantasy Island: It's too long and I wish it were rated R, but I do not regret it.
The Craft: Legacy: Campy fun for the most part. Making the nemesis David Duchovny as Jordan Peterson is a great idea. But the plotting is terrible and the second half fizzles.
Bit: Queer hipster Lost Boys/Near Dark. Aside from the main character the acting is unfortunate, but the movie is sort of endearing and a little edgier than I expected.
Spree: High concept satire where an Uber driver live-streams a killing spree in the hope of going viral. Much of it is presented as a social media story, with comments scrolling up from the bottom of the frame. Influencer satires are nearly as unbearable as influencers, but this is sometimes appealing in its chaotic energy. The humor mostly falls flat, except that the comment streams are HILARIOUS.
The Rental: Not terrible but I really hope that there are no more Airbnb horror movies ever, because it's instantly played out.
A Good Woman Is Hard to Find: Dumb and thoroughly inept, but odd and erratic enough to be occasionally fun.
Host: I admire the concept. There are a few inspired moments—it's at its best when it exploits the novel mechanics of zoom and when it manages to capture the chaotic rhythms of zoom socializing. But it doesn't have enough ideas even for its short running time and devolves into well-worn clichés.
That's gonna be a no for me, dawg
His House: On the nose political horror. When I finished it I felt less like I had just watched a horror movie and more like I had just read an opinion piece in the Atlantic. It's reasonably well-done for what it is, but I really did not like it.
After Midnight: It feels about 10 years late for this sort of generic mumblecore lite-horror, but the punchline is good. I might not have minded it if not for the soundtrack.
May the Devil Take You Too: I liked the first one but this is basically generic CGI-heavy Sam Raimi pastiche minus the humor. And it needs the humor. The first one has a much tighter narrative and is more fun.
Scare Me: A waste of a great premise. I assumed from the description that this was going to be an anthology film about two writers settling in to tell each other scary stories. (Mild spoilers, stop reading if you want to go in cold). I was very surprised when we stuck with the chamber play format and the actors actually told scary stories in the range of 20-30 minutes. Cool. The problem is that the stories suck. And while Aya Cash and the actor who plays the pizza guy are very good, the male lead can't stand up to them (I later learned that he's the writer-director, which explains a lot).
The Platform: It's trite, lacks for interesting images, and the ending is just godawful. I did appreciate some bits of nastiness, though.
The Lodge: Tortuously contrived to get someplace very uninteresting. The cold Austrian precision just magnifies how silly it is, and not in a good way.
Underwater: Awful, muddled action, everything looks the same, the monsters are garbage, and the acting is mostly generic. And then the public service announcement anti-drilling stuff infuses the whole mess with cringey moralism.
Beneath Us: Truly terrible topical immigration horror. I was bored out of my mind almost immediately. I was promised scenery chewing, but Lynn Collins is underwhelming in the Karen From Hell role that needs to carry the movie. She's generically shrill and her sadism is uninspired. The thematic pronouncements at the end are beyond unbearable.
Corona Zombies: A re-edit and redub of parts of Hell of the Living Dead and a few other movies. It tries to spin a humorous zombie narrative about Covid-19. Complete and utter fail. It's like the least funny possible undergrad improv team took one attempt at this and then just stuck with whatever they happened to end up with. I hated every minute of it.
Posted on December 31, 2020 January 1, 2021 Author Matt StrohlCategories Uncategorized
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text:
Deep plowing is a plowing to a depth greater than 50 cm (20 in) as compared to ordinary plowing which rarely exceeds 20 cm (8 in). The purpose of deep plowing is to modify the soil water retention characteristics over the long term. In one long-term test, lasting 35 years, the mean annual grain yield was 2,800 lbs per acre (3,138 kg per ha) with deep plowing, which was 10% greater than the 2,550 lbs per acre (2,858 kg per ha) yield in unplowed plots.

Under certain conditions, it is recommended to use deep plowing in preparing the soil for planting new vineyards.

There is a movement away from plowing altogether and from deep plowing in particular. The theory is that this will stop the loss of topsoil, increase the organic content of soil and reduce runoff of fertilizer and pesticides into rivers.  Another part of the no-plowing theory is that ground moisture would be conserved; but this was shown to be incorrect by a 35-year study.

See also
 Great Leap Forward
 Dust Bowl

References

Agriculture
Ploughs

redpajama_set_name: RedPajamaWikipedia


A rectangular tank is 80 m long and 25 m broad. Water flows into it through a pipe whose cross-section is 25 cm2, at the rate of 16 km per hour. How much the level of the water rises in the tank in 45 minutes.
Let the level of water be risen by h cm.
Water coming out of the pipe forms a cuboid of base area `25cm^2` and length equal to the distance travelled in 45 minutes with the speed 16km/hour.
Solution A Rectangular Tank is 80 M Long and 25 M Broad. Water Flows into It Through a Pipe Whose Cross-section is 25 Cm2, Concept: Volume of a Cuboid.


Simon is a farmer, which when you are planning a marquee wedding a real bonus. When I first met them both Simon was busy planting the seed for what was to be the sunflower and maize backdrop for the marquee. So I had a pretty good idea that this was going to be a well planned and impressive wedding. I wasn't wrong!
Just peeking over Dad's left shoulder you can see Mark Lenik hard at work on the video. It's always a pleasure to work with Mark and we've lucky enough to do so a few times this year. You can see the trailer Mark has done for Alex & Simon on his blog at the moment. It's really worth the watch.
An action packed cutting of the cake shot, I always prefer these to the standard posed photo.
Even the photobooth was amazing! Really amazing !!!


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Our Telecom Administrators are responsible for performing day to day support functions including Telephony Administration technical support for internal users via phone, email, IM, web collaboration and walk-ups.


We provide lunch to 300 children from vulnerable and low-income backgrounds every school day at two local primary schools. We give them big portions of healthy local food, bought from local farmers, including meat, beans, fruit and their favourite chapati!
For many of these children, their free school lunch is the only meal they eat. Without it children faint in class, have no energy to learn, and can miss school as they're sent onto the streets to search for food. Children also become ill, developing medical conditions they can't afford to treat.
Our kids are growing so much healthier, and happier! They're achieving much better results in school because they can learn with all their energy and without worrying about their stomachs. They're more protected from being sent onto the streets or sexually exploited to feed themselves. And our children are never absent from school!
Families are able to save money for other essentials, and local farmers have increased income to support their families, because we buy so much food from them!
We asked our Class 2 boys what they were eating. Here's what they said!