"The SEC’s Integration Doctrine: A Potential Trap for a Manager Launching a Second §3(c)(1) Fund" by Scott Budlong and Jahangier Sharifi

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October 2, 2013

Many new hedge fund managers establish their first fund under §3(c)(1) of the Investment Company Act. When the successful manager launches its next fund, a possible trap exists if that fund too will be a §3(c)(1) entity—the SEC’s doctrine of “integration.” With roots in the Securities Act, this doctrine allows the SEC to deem two or more apparently separate funds to be a single entity.

 In this memorandum, Richards Kibbe & Orbe LLP partners Scott C. Budlong and Jahangier Sharifi review the concept of integration and the necessary analysis for a manager seeking to avoid any related issues.

Download memorandum.