Side Letters Research Articles

The Regulatory Status of Functional Foods in the Economic Integration Organizations of Latin America and the Caribbean

The legal declarations on functional foods of the four main economic integration organizations in Latin America and the Caribbean (LAC) – Pacific Alliance (PA), Caribbean Community (CARICOM), Southern Common Market (MERCOSUR) and Central American Integration System (SICA) - are based on the Codex Alimentarius system and do not regulate functional foods. The use of Codex in food marketing is an insufficient condition for its application in functional foods. Regulation based on scientific and technology results are required to be used in the economic integration organizations of LAC. Objective. The objective is to analyze the theoretical framework of the legal foundations that could govern the commercialization processes of functional foods, whose research advances have currently only been manifested in nutritional health. This article also seeks to address this gap through a systematic analysis of international regulations. Materials and methods. For this, a review of the literature emanating from two databases from 2018-2023 is carried by applying the legal-economic research method of documentary content analysis, applied to three general food marketing regulations: food safety declarations, regulations for inspections, food manufacturing and food labeling. Results. The results reveal the absence of specific legislation for functional foods in LAC economic integration organizations. Conclusions. The legal principle of marketing based on peremptory norm (also called jus cogens) can be facilitated through side letters, included in the contents of international contracts. along with the registration requirements of industrial property rights of the member countries associations.

The role of frontal pursuit area in interaction between smooth pursuit eye movements and attention: A TMS study.

Close coupling between attention and smooth pursuit eye movements has been widely established and frontal eye field (FEF) is a “hub” region for attention and eye movements. Frontal pursuit area (FPA), a subregion of the FEF, is part of neural circuit for the pursuit, here, we directly checked the role of the FPA in the interaction between the pursuit and attention. To do it, we applied a dual-task paradigm where an attention demanding task was integrated into the pursuit target and interrupted the FPA using transcranial magnetic stimulation (TMS). In the study, participants were required to pursue a moving circle with a letter inside, which changed to another one every 100 ms and report whether “H” (low attentional load) or one of “H,” “S,” or “L” (high attentional load) appeared during the trial. As expected, increasing the attentional load decreased accuracy of the letter detection. Importantly, the FPA TMS had no effect on both the pursuit and letter detection tasks in the low load condition, whereas it reduced 200 to 320 ms gain, but tended to increase the letter detection accuracy in the high load condition. Moreover, individual's FPA TMS effect on pursuit gain was significantly correlated with that on letter detection accuracy. Presumably, the pursuit gain control by the FPA was compensated by attention in low load condition, and the FPA may flexibly allocate attentional resources between the pursuit and letter detection task in high load condition. Altogether, it seems that the FPA has a control over attentional allocation between tasks.

The Uses and Advantages of Side Letters in the Investment Chapters in Preferential Trade Agreements

Abstract This article analyses the utility and advantages of employing side letters in the investment chapter in Preferential Trade Agreements (PTAs). Even thoughparties to a PTA often use side letters, particularly in relation to the investment chapter, the literature has paid little attention to their utility and advantages. This article develops a typology based on the three functions of the side letter (ie clarification, correction, and consensus on a new term) and explains the detailed letter exchange procedure of the letter exchange. It then discusses the three advantages (ie cost efficiency, flexibility, and transparency) of using side letter.

Effects of Persistent Concussion Symptoms on Executive Function in Working-aged Adults using a Novel Sensorimotor Assessment Tool

To examine neurocognitive performance of persistent concussion symptom patients using a novel sensorimotor technology. In patients with persistent concussion symptoms, neurocognitive deficits have been routinely identified; however, most of the current literature focuses on athletes and military veterans. Middle aged community members face unique challenges related to jobs, family, and transportation which can all be adversely affected by neurocognitive deficits. Thirteen adults (44.3 ± 12.6 years) with self-reported persistent-concussion symptoms (PCS) at least 3 months post-injury, and thirteen sex and age matched healthy controls (37.5 ± 8.8 years) were recruited. Participants performed the Trail-Making Test A (TMT-A) and Trail-Making Test B (TMT-B) on a novel sensorimotor assessment tool, the KINARM (BKIN Technologies, Kingston, ON, Canada). Using their dominant hand, TMT-A required participants to connect numbered dots in ascending order as quickly as possible. TMT-B required connecting dots with either a number or letter inside, in an alternating number-letter fashion (i.e.,: 1-A-2-B-3-C…). Total number of symptoms and a symptom severity score were assessed using the Rivermead Post Concussion Symptoms Questionnaire (RPQ). An independent samples t-test was used to analyze group differences of total time to completion, dwell time, and number of errors. As expected, PCS patients had a significantly higher number of symptoms and severity score (PCS: 13.4 ± 2.3 and 36.2 ± 14.5, respectively; Controls: 3.4 ± 3.7 and 5.3 ± 5.6, respectively, p < 0.001). PCS patients were significantly slower on TMT-A (46.3 ± 20.1 sec; and 34.7 ± 6.5 sec respectively, p = 0.047). There were no group differences in TMT-B. Our results suggest that neurocognitive function may remain unaffected by persistent concussion symptoms in working-aged adults. The lack of task performance differences may be a result of neurocognitive function recovery, or the need for a more sensitive task to assess neurocognitive function in this population.

Segmentation and Side Letters: New Zealand’s Experience with ISDS in the CPTPP

Following the United States withdrawal from the Trans-Pacific Partnership (TPP) in 2017, the remaining states agreed to suspend a number of provisions and conclude the agreement between themselves. The new agreement was renamed the Compressive and Progressive Agreement for Trans-Pacific Partnership (CPTPP) and was signed in March 2018. One of the most controversial aspects of the agreement is the investor-state dispute settlement mechanism (ISDS), which allows investors to bring arbitration claims against contracting states. At the time the agreement was signed, New Zealand agreed to five bilateral ‘side- letters’ with certain member states agreeing to limit the application of the ISDS clause. This paper explores New Zealand’s shift from a bilateral approach to international investment agreements to a multilateral approach, then back to a form of bilateralism within the multilateral CPTPP. The side letters can be characterised as subsequent agreements which modify a multilateral agreement between some of the parties, under art 41 of the Vienna Convention on the Law of Treaties. While this paper concludes that the mechanism is legally valid, the practical effectiveness is undermined by New Zealand’s overlapping previous agreements, the possibility of treaty shopping and the prospects of further countries acceding to the CPTPP.

Arabic Text Steganography Using Unicode of Non-Joined to Right Side Letters

Steganography is a technique for hiding data in media in a way that makes its existence hard to detect. Text files are a preferable format for use in steganography due to the small storage size of such files. This paper presents an Arabic text steganographic algorithm based on Unicode. The algorithm imposes a minimal change on connected letters without any change in size and shape. The experiment resulted in a high capacity rate ratio of about 180 bit/KB and low modification rate less than 90 letters/KB.

The Law of Private Investment Funds

1. Introduction to Private Investment Funds 2. Marketing Private Investment Funds 3. Taxation of Private Investment Funds 4. The Legal Duties Arising from the Provision of Investment Advisory and Management Services 5. The Regulatory Duties Arising from the Provision of Investment Advisory and Management Services 6. Governance Issues in Partnerships Used as Private Investment Funds 7. Governance Issues in Offshore Companies Used as Private Investment Funds 8. Invester Protection Failures in Private Investment Funds 9. Recent US and EU Regulatory Responses 10. Self-Regulation and Private Actors 11. Side Letters as a Means of Mitigating the Governance Challenge 12. Board of Directors Composition as a Means of Mitigating the Governance Challenge 13. Listings of Private Investment Funds as a Means of Mitigating the Governance Challenge 14. Evaluating and Implementing Private Monitoring Solutions

A Primer On Subscription (Capital Call)Loan Facilities

There has been a sustained resurgence of subscription loan or capital call lending facilities to private equity funds. Typically, the loans to a private equity fund are secured by a pledge by the fund (and, if applicable, the fund’s general partner) of the unfunded capital commitments of the fund’s investors and the rights and remedies of the fund in respect thereof. Because the collateral securing these loan facilities arises from the constituent documents of the fund, as well as the subscription agreements executed by the fund’s investors, the establishment and structuring of a subscription loan facility requires a comprehensive legal due diligence review of the related fund’s underlying documents, including its constituent documents, investment management agreement, offering materials, subscription agreements, and any relevant investor-side letters. It is essential that these documents explicitly permit borrowing facilities and the ability to pledge the unfunded capital commitments of the fund’s investors and the other collateral and expressly provide that the investors commit to fund capital calls. There are also less obvious, but no less important, fund document provisions that can significantly impact a lender’s rights and remedies, including provisions relating to alternative investment vehicles, the right of an investor to be excused from funding a capital call under certain circumstances, the ability of the fund to reduce unfunded capital commitments of investors by deeming the payment of certain expenditures to be capital contributions by the investors, and restrictions set forth in side letters with fund investors. Certain of the issues raised by the terms of the constituent documents for a fund can be addressed or mitigated in the loan documents, however, certain other issues cannot be easily addressed therein. As a result, it is critical to identify potential issues prior to the time that a fund’s constituent documents are finalized. The complexity of the underlying fund documents and the relative importance of the provisions therein make due diligence essential in the context of establishing these facilities, as the devil is in the details. <b>TOPICS:</b>Real assets/alternative investments/private equity, fixed income and structured finance

What I Learned about Hiring Top Technical Talent

The ability to recruit exceptionally talented and capable management leaders is possibly the purest form of exceptional entrepreneurship and the key to organizational success. The correlation between today's most successful technology companies and their executive team is clearly the founder's ability to hire world-class leadership and management. Here are ten lessons I learned during 11 years consulting and recruiting for Larry Ellison, co-founder and chairman of Oracle Corporation, and several of the gifted entrepreneurs and CEOs spawned by the house that Larry built. The post-Oracle successes of people like Tom Siebel, founder and chairman of Siebel Systems, Marc Benioff, Salesforce.com founder and chairman, Bernard Liautaud, founder of Business Objects (SAP), and Marten Mickos, CEO of start-up MySQL, are a tribute to Ellison's recognition that Oracle's success was tied directly to the quality, intellect and ferociousness of its leadership. Up until 1992 every leadership role at Oracle required his personal hiring review and endorsement. Lessons Learned 1. Hire intelligent, driven people - These are the type-A over-achievers with an inbred fear of failure personality. You are clearly looking to hire people far more capable than yourself-people who are driven to prove to themselves and their peers. players hire A players, and B players hire C players. You spot these prospects by asking deep questions about their roles, their company's mission, and how they sought to fulfill their company's vision. Ask how they accomplished their mission. Look for strategic thinkers seeking to improve their employer's systems, processes and results. Ask what they actually accomplished while in their roles. Look for details accurately articulated, teamoriented descriptions versus the I did it by myself conceit. Look for people striving to continually improve themselves and their personal reach a la lessons learned. Look for those who give credit to their subordinates and other colleagues. 2. Hire evangelistic believers . -These are people who believe in your industry, your products and services. They see and get the full value proposition for customers. Of course, you need to establish that key accomplishments, appropriate education and relevant industry experience are a good fit for the position, but a genuine, burning passion for your company's solutions and offerings far outweigh lesser duties. Ask your candidate to describe your company and its products. You'll get a quick sense of how well your candidate prepared for your meeting and how likely he or she will prepare for critical company/customer meetings. Well-placed passion is a key ingredient for a long-term successful hire. 3. Hire ethical, high-integrity players - Ask situational ethics questions pertaining to such sensitive topics as personal integrity, revenue recognition, customer side letters, sexual harassment, customer promises, hiring preferences, etc. This is well worth taking some time to fully explore with every prospective new leadership hire. Not only do you sift out the marginally ethical, but you also send a clear message of your company's ethics expectations. Seek out candidates who are employed by highly ethical and successful companies. They'll bring that same sense of ethical behavior to your company. 4. Check references - You learn a great deal about a company, its management style, processes, and the prospective candidate's actual work ethic through good reference checking. good way to verify a candidate's credentials during the initial interview is to ask for organizational functions and responsibilities, and who held them within the candidate's last position. Take accurate notes of names and titles mentioned. These will generally not be the same names provided as references. If the candidate deserves serious consideration, first ask for a list of references so that you have permission to check references in general; then, pursue those individuals who worked closely with your candidate to verify actual work responsibilities, work style, leadership skills, communication skills, performance, etc. …

President's working group committee reports weigh in on side letters

PurposeThe purpose of this paper is to analyze disclosure issues relating to side letters between funds and individual investors or groups of investors, as discussed in recent reports by the Investors' Committee and the Asset Managers' Committee of the US President's Working Group on Financial Markets.Design/methodology/approachThe paper addresses criteria regarding the types of terms in side letters that should be disclosed to all investors, the manager's fiduciary duties to investors in a fund, and practical considerations as to whether various types of benefits should be offered to an individual investor or group of investors or rather offered to all investors by amending a fund's documents.FindingsTo satisfy its fiduciary duties, a manager should ensure that the fund documents accurately reflect the material terms relating to the fund and that generally side letters should not materially alter those terms without adequate disclosure to all investors. Terms that could adversely impact on other investors include those related to control rights, preferential liquidity rights, preferential fees, and material alterations of the investment program.Originality/valueThe paper is a useful interpretation of Working Group Guidelines by experienced securities lawyers.

Hedge funds and the new regulatory agenda

Regulatory interest in ‘hedge funds’ has intensified in the wake of the collapse of the Long-Term Capital Management (LTCM) hedge fund, and the growing retailisation of the sector through vehicles such as ‘fund of funds’ hedge funds. Though recognised by the Financial Services Authority (FSA) as playing an important role in the financial system, the hedge fund sector continues to pose formidable regulatory challenges. In particular, there is a real possibility that hedge funds and ‘prime brokers’ will increase their risk profiles, thus threatening not only their own solvency but, more importantly, the stability of the financial system more generally. Similarly, there exist problems surrounding issues such as asset valuations and side letters which raise heightened fears about conflict of interest abuse and investor protection. While any attempt by the FSA to subject the sector to closer regulatory scrutiny needs to be sufficiently robust to ensure that the above regulatory concerns are adequately addressed, any measures adopted must not be so heavy handed as to drive lucrative hedge fund business further offshore to less heavily regulated centres. In striking the right balance, a further complication is that of ‘moral hazard’– to the extent that the FSA seeks to tighten its grip on the hedge fund sector through more exacting regulation and oversight, there is the worry that such moves will encourage investors and financial market operators to take less care over their investment decisions. Although it is clear that prime brokers and other market counterparties have very real incentives to engage in private supervision of the hedge funds with which they deal, given the presence of significant market failures there is a danger that the private interests of these entities will not always be fully aligned with the public good. I argue that the FSA’s reliance on private interests and incentives to regulate an industry, the collapse of which could have serious public consequences, is an understandable yet ultimately deficient form of regulatory strategy. It is understandable because of the obvious limitations of the FSA’s scope for unilateral action. Yet it is deficient because the FSA must do more to challenge the complacency of the current international regulatory consensus – one that the FSA has helped shape, and one that its recent reform measures are part. This challenge would, at the very least, require minimum standardised disclosure requirements to be imposed on hedge funds, and for the full risks that these funds take to be fairly reflected in the cushion of capital that they are required to maintain, as well as the ‘margin requirements’ and ‘risk management’ systems they are required to adopt. These reforms would, if instituted at the international level, represent an important first step in helping to ‘bring to heel’ an industry which has assumed for far too long that it is a law unto itself.

Caching, Money, Magic, Derivatives, Mana and Modern Finance

This paper investigates the nature of investment devices in cross-cultural comparison, placing special attention on the new global issues of hedge fund contracts and side letters, derivatives and other risk spreading concepts and practices. The function of these are compared to the behavior of the inventors and practitioners in other cultures. Similarities are noted with religious formulators and the process of conversion and the operation of the market and credit paralleled with the concept of Mana. This work will provide readers with a context to understand contemporary human economic behavior. Novel structures of symbolic worth are associated with individual presentation and performance. It is obvious that concepts of value and credit have been changing in modern financial culture. What is interesting is that they have been expressing forms that have traditionally been associated with primitive economics. As recruitment activities such behavior takes on similar functions to a number of eusocial animals. Financial behavior then functions in the performance of various strategies in a similar fashion as the good sense model of sexual selection of Darwin (1871).Behavioral ecological theory and many economic models derived from this theory are based on optimization and rational decisions, recent research and that contained in this paper undermine such assumptions. A view toward understanding the current loss of social credit resulting from the subprime collapse is presented along with a means to counter it.

Hedge fund side letters: guidance for UK managers

PurposeThis paper seeks to discuss the Guidance Note on disclosure of hedge fund side letters issued by the UK's Alternative Investment Management Association (AIMA) in September 2006.Design/methodology/approachExplains the meaning of “material” and “non‐material” and recommends immediate actions and ongoing disclosure policies for funds and fund managers.FindingsGenerally, it is more appropriate for disclosure to come from the fund than the fund manager. The manager has a degree of discretion as to what constitutes a “material” term. The new FSA approach does not prohibit the use of side letters.Originality/valueAn interpretation of the Guidance that will help fund managers fine‐tune their policies on use of side letters and disclosure of terms in those letters.

The downside of side letters

PurposeTo discuss possible disadvantages and other implications for private investment fund managers of issuing side letters to certain investors.Design/methodology/approachDiscusses the relatively common practice of issuing side letters; issues surrounding side letters that relate to private equity funds and hedge funds; recent SEC pronouncements regarding side letters; industry practices, including disclosure issues and corporate‐related issues; and ERISA consequences.FindingsSide letters (i.e. agreements that afford investors of a private investment fund with rights and/or benefits that are different, and often superior, to those granted to such investors under the governing documents of the fund) have been utilized for years by sponsors of private investment funds. In fact, in many cases, it has been impossible for sponsors of private investment funds to close on subscriptions from large and/or strategic investors unless they agree to provide such investors with side letters. In light of the recent focus of the US Securities and Exchange Commission (the “SEC”) on the use of side letters by hedge fund managers, fund managers should consider what affect certain side letter provisions may have on the fund and its investors, in particular, the consequences such side letters will have under the Employee Retirement Income Security Act of 1974 (“ERISA”).Originality/valueUseful reference for fund managers that describes the potential issues related to side letters.

Registered investment adviser compliance in a hedge fund environment

PurposeThe purpose of this article is to explore what the author believes to be some of the key challenges facing hedge fund managers that are preparing for registration with the Commission under the Investment Advisers Act of 1940 (“Advisers Act”).Design/methodology/approachDiscusses marketing issues, including promotional use of track records from predecessor firms, use of target returns, use of selected investment performance, explicit or implicit promises of low volatility, and promises of specific fund characteristics. Discusses protection and proper use of fund assets, including asset safeguarding policies and procedures, and allocating expenses to funds. Discusses managing material, non‐public information; valuation of fund assets; side letters; and compliance program requirements.FindingsThe impacts of the new requirements will be significant for many hedge fund managers. Unregistered hedge fund managers will soon become subject to the full scope of the Advisers Act, including detailed compliance program requirements, obligations, and restrictions with respect to marketing, affiliated transaction prohibitions and restrictions, custody requirements, books and records creation and retention obligations, and a broad array of other standard and situational requirements. The organizations that meet these challenges successfully will be those that understand their risk profiles, foster top‐down “cultures of compliance,” and dedicate sufficient human and other resources to develop appropriate compliance programs and to monitor and continuously evaluate their exposures to potential compliance issues.Originality/valueProvides a useful discussion of what the author believes to be some of the most important regulatory concerns and challenges faced by hedge fund advisers as they prepare for a new regulated environment.

Lingotti, ancore e altri reperti di età romana nelle acque di Piscinas-Arbus (CA)

Summary. On the South-western coast of Sardinia, near Piscinas (Arbus), a fair number of objects have been discovered and retrieved : anchor lead arms, plummet leads, ingots of lead and copper. They may come from a wreck of the first century A.D. The lead ingots are stamped on the back and two of them bear on the side letters and marks. Moreover the numerous anchor lead arms present characteristics so different that they cannot be all attributed to the same ship.

The Ironic Romance of New Historicism: The Scarlet Letter and Beloved Standing in Side by Side

CHARLES LEWIS The Ironie Romance of New Historicism: The Scarlet Letter and Beloved Standing in Side by Side The resemblances between Nathaniel Hawthorne's The Scarlet Letter and Toni Morrison's Beloved are extensive and suggestive enough that we might imagine something like a correspondence between them, and from there venture to speculate further upon the nature and consequence of this peculiar and rather problematic connection . I describe it as peculiar and problematic knowing full well that placing these two texts side by side upon the literary scaffold may be viewed from a number of critical and theoretical positions as somewhere between unimaginable and reprehensible. Not only have I suggested the trope of literary lineage between a canonical nineteenthcentury white male author and a twentieth-century black female author, but I've also joined the hands of a contemporary novel that vividly portrays the conditions and effects of slavery with another novel that, as a number of recent interpretations would have us read it, is "about" slavery too, if only by virtue of the absence of the topic from the book. Or, to be more precise, the way in which authorial intention, textual trace, and the claims of historical production and reception commingle to constitute an ideological presence very different from the one which we would (wish to?) find in Beloved. This article involves the irony of romance in unexpected places. That is to say, while I will indeed inventory a significant number of similarities between these two novels and furthermore claim that such Arizona Quarterly Volume 51, Number 1, Spring 1995 Copyright © 1995 by Arizona Board of Regents ISSN 0004-161 o 34Charles Lewis resemblances suggest some shared identity as historical romances, my primary focus is neither to offer a reading of The Scarlet Letter, to argue for the most important sources of and influences on Beloved, nor to examine the tradition of American historical romance fiction.1 More central to my purposes is to consider how this suggestive linkage is strategically useful in exploring another site of relations, those involving American historical romance fiction and New Historicist criticism, for not only does Beloved (as well as Morrison's critical writing) problematize certain New Historicist readings of Hawthorne's romance in particular, but it also raises broader questions about New Historicist practice and theory. Moreover, circulating through my argument is a correspondence of yet another sort: the resemblance between historical romance fiction and New Histoticist criticism. I refer here to more than the point that both discourses concern themselves with the relationship between history , imagination, and textuality, for I want to suggest that New Historicist criticism and historical romance fiction are themselves similar discursive modes; that they employ a shared set of figurative, narratological , and rhetorical sensibilities to embody and enact their shared concerns; and that as co-incidental performances, they ptesent a surprisingly specular relationship. And again, Morrison's triangulating presence is significant, for she appropriates those discursive properties which a number of New Historicist readers of Hawthorne both dread and desire but ultimately fail to possess: Beloved, with its configurations and mobilizations of histoty, imagination, and language, is both a kind of historical romance and a New Historicism we can neither read nor write along the familiar protocols of conversation about the identity and relations of those sites of discourse. If, as the New Historicists argue, literary and nonliterary texts circulate inseparably, the point can be made that much of the discussion about New Historicism has itself ironically engaged in a kind of "closing -off"—the sort of differentiation and privileging which New Historicism would ostensibly eschew. There is a particular irony in a situation in which most of the attempts to identify, locate, and problematize New Historicism do so in terms of either critical discourses (Marxism, deconstruction, pragmatism, formalism, etc.) or material conditions (bourgeois academics, marginalization/politicization of the universities New Historicism35 in America, etc.). The possibility of linking New Historicism to imaginative discourse would seem to destabilize some implied sense of privilege , efficacy, or seriousness—although New Historicism itself proclaims just such a poststructuralist destabilization. The performative component of my paper, then, is two-fold: to circulate Hawthorne's and Morrison 's texts with New...

Side Letters, Collateral Contracts and the Law of Property (Miscellaneous Provisions) Act 1989

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