An investment adviser that is exempt from registering with the SEC because it advises solely venture capital funds or it advises solely private funds with less than $150 million under management (referred to as an “exempt reporting adviser”) is not subject to routine SEC examinations, but must file Form ADV. Specifically, under Rule 204-4, an exempt reporting adviser must file annually Part 1A of Form ADV and update such filing as necessary. All of the reports of these exempt reporting advisers will be publicly accessible on the Investment Adviser Public Disclosure (IAPD) Web site at http://tinyurl.com/3b7dnyn.
While Form ADV is the form used by investment advisers registered with the SEC, an exempt reporting adviser will be held to a different reporting standard than registered advisers. Namely, exempt reporting advisers will only be required to provide certain limited information about the exempt reporting adviser, including the following: basic identifying information; form of organization; exemption on which the adviser relies; information about the adviser's other business activities; basic information about the private funds it manages (see the discussion below) and financial services industry affiliates; adviser's control persons; and disciplinary history of the adviser and its employees. Unlike a registered adviser, an exempt reporting adviser will not be required to file Part 2A of Form ADV, or provide more extensive information concerning an adviser's business, its advisory personnel, and the conflicts of interest that the adviser may face.
The information about the private funds managed by an exempt reporting adviser is limited to the following basic identifying information, which is to be provided on an anonymous, code-based basis: the private fund's structure (master-feeder, fund of funds, and so forth); the types of the private funds (hedge, private equity, real estate, and so forth); gross assets; minimum investment commitment; certain information concerning the fund's beneficial owners (i.e., number of investors, approximate percentage of fund owned by the adviser and its affiliates, funds of funds and non-U.S. persons); whether the fund relies on Regulation D in connection with its offering of securities; whether the fund's financial statements are audited; and information concerning the private funds' service providers (i.e., its auditors, prime brokers, custodians, administrators, and marketers).