InstructorTerri Hays
TypeOnline Course
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Tuition Options


PracticeEdge Elite™

Standard Tuition $400 US

Senior Fellow Christopher Wells, JD, Partner, Proskauer

The recent dramatic growth in the use of side letters, dedicated single investor funds and managed accounts throughout the hedge fund industry raises many serious questions for both hedge fund managers and their clients and investors. The issues raised range from selective transparency to preferential fee or liquidity terms and trade allocations.

Fund managers need to know what they can and cannot agree with specific investors in side letters or other agreements, and need to make sure that any special rights granted to some clients or investors, but not all, do not improperly harm other clients or investors. Investors need to understand what they can and should ask for in side letters and dedicated fund or managed account agreements. The SEC and other regulators have made very clear that they will scrutinize all side letter or other special arrangements that manager may enter into with investors very carefully in order to ensure that the terms are appropriate, and that the manager complies with them.

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Students shall learn the following within this Course:

  • Understand why investors should request side letters and single investor fund and managed account arrangements, and why fund managers may have legitimate concerns in resisting them.
  • Identify investor priorities in side letters.
  • Understand what managers can agree to without triggering concerns about inappropriate preferential treatment or conflicts of interest.
  • Determine what must be disclosed to clients and investors about side letters and parallel investment vehicles, and how recent regulatory developments like the AIFMD have affected or may affect disclosure obligations.
  • Identify potential problems raised by selective portfolio transparency, and steps to be taken to prevent adverse consequences to other investors.
  • Negotiate key provisions in most favored customer clauses.

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Senior Fellows from Practice:

  • Christopher Wells, JD, Partner, Proskauer

Guest Lecturers:

  • Michael Neus, JD, General Counsel, Perry Capital
  • Simon Raykher, JD, GC, Kepos Capital
  • Jason Crelinsten, JD, General Counsel and Chief Compliance Officer, Greylock Capital


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Accreditation Information

CLE Information

Credit Hours: 4
Subject Area: Professional Practice
States: Contact Curriculum Advisor For More Information

CPE Information

Credit Hours: 6
Subject Area: Accounting
States: Contact Curriculum Advisor For More Information


Course ID Number:  8201



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Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.

Arizona: Does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. RCA programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.

Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.

New Hamphsire: The approval is for three years from recorded date.

New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.

New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.

North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.

Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.

Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.

Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.

Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.

Tennessee: The approval is for the calendar year in which the live program was presented.

Virginia: All distance learning courses are to be done in an educational setting, free from distractions.

Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.

Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

If applicable, the RCA will apply for credit in your state upon request.