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Federal Court Overturns Hedge Fund Manager Registration Rule


By: Jessica Forbes, Terrance J. O'Malley

The United States Court of Appeals for the district of Columbia vacated and remanded Rule 203(b)(3)-2 and related rules under the Advisers Act.  The Court's decision effectively overturns the Hedge Fund Rule, which previously prohibited hedge fund advisers from using the Section 203(b)(3) exemption, which exempts from SEC registration any investment adviser with fourteen or fewer clients in any 12-month period. In reaching its decision, the court focused the shift in the SEC interpretation of the term "client" and concluded that the interpretation was unreasonable. The Court concluded that a hedge fund should be viewed as an advisers client, rather than the  fund's investors. In light of this decision, there are several factors that hedge fund advisers may want to consider before deregistering with the SEC. 

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