Managing a venture capital fund, private equity vehicle, or SPV makes you an investment adviser under federal law. That triggers Form ADV, the disclosure document advisers file with the SEC and state regulators. The filing is publicly available. Investors, counterparties, and service providers can look you up on the SEC's IAPD website and see your ownership structure, disciplinary history, and the funds you manage.
Most private fund managers do not need full SEC registration. They file as Exempt Reporting Advisers instead, which means a lighter set of disclosure requirements but real compliance obligations that matter. Missing your filing deadline, claiming the wrong exemption, or ignoring state requirements can create problems that surface during LP diligence or during a regulatory examination.
This guide covers how Form ADV works for private fund managers: who files, which exemption applies, what the filing involves, and where managers commonly go wrong.
What Is Form ADV?
Form ADV is the uniform disclosure document for investment advisers. Registered Investment Advisers complete the full form, including detailed brochures describing their services, fees, and conflicts. Exempt Reporting Advisers complete a subset focused on identifying information and fund details.
The form has multiple parts:
Part 1A
Collects information about your firm: legal name, address, ownership structure, control persons, disciplinary history, and business activities. ERAs complete selected items (1, 2.B, 2.C, 3, 6, 7, 10, 11) rather than the entire part.
Schedule D
Requires detailed information about each private fund you advise. This is where you report fund names, gross and net asset values, investor counts, auditor information, and fund type classifications. Each fund gets its own section with a unique Private Fund Identification Number assigned by FINRA.
Part 2 and Part 3
Part 2 (the brochure) and Part 3 (Form CRS) are required only for fully registered advisers. ERAs skip these.
Do You Need to File?
If you advise private funds, you need to file. The question is whether you file as a Registered Investment Adviser or an Exempt Reporting Adviser.
Most emerging managers qualify for ERA status under one of two exemptions.
Venture Capital Fund Adviser Exemption
No AUM cap. You can manage $500 million or more and remain an ERA, provided every fund meets the SEC's technical definition of a venture capital fund.
Requirements: represent VC strategy, invest 80%+ in qualifying investments (primary equity in private companies), leverage under 15% repaid within 120 days, no redemptions.
The 80% requirement is where most issues arise. Secondary transactions, debt instruments, fund-of-funds, and public company positions do not count.
Every fund you advise must qualify. One non-qualifying SPV disqualifies the entire exemption. Read more in One Non-Qualifying Fund Disqualifies the VC Adviser Exemption.
Private Fund Adviser Exemption
More flexibility but caps at $150 million AUM. You can do secondaries, debt, fund-of-funds. When you report $150M+, you have 90 days to apply for RIA registration.
For a full comparison, see VC Fund Adviser vs. Private Fund Adviser Exemptions.
Filing Requirements
- Initial filing: 60 days from first close. Set up your IARD account before first close.
- Annual amendment: 90 days from fiscal year end (March 31 for calendar year). File even if nothing changed.
- Other-than-annual amendment: Within 30 days for material changes.
For a detailed breakdown, see Form ADV Deadlines for Private Fund Managers.
Calculating Regulatory AUM
Use fair value of fund assets. This includes all private fund assets, proprietary accounts, and non-US funds advised from the US. Report current market value, not committed capital.
Schedule D
Report each fund with: name, state of organization, fund type, gross and net asset values, investor count, auditor, and custodian.
Each SPV, co-invest vehicle, parallel fund, and feeder structure requires a separate Schedule D entry. Even a $500K SPV needs its own section.
State Filing Requirements
Federal ERA status does not preempt state law. This is the most common compliance gap.
Many states follow NASAA model rules. Delaware and Washington exclude 3(c)(1) funds from their exemptions. California has its own framework with retail buyer fund rules.
For a full analysis, see State Investment Adviser Registration for Private Fund Managers.
Common Mistakes
- Claiming the wrong exemption. Claiming VC when your funds do not technically qualify. Secondary SPVs, fund-of-funds, and debt-heavy strategies disqualify you from the VC exemption.
- Missing funds in Schedule D. Every SPV, co-invest vehicle, and parallel fund needs its own entry. Leaving one out creates an inaccurate filing.
- Ignoring state requirements. Federal ERA status does not exempt you from state filings. Delaware, Washington, and California have requirements that catch many managers.
- Missing deadlines. Initial filing is 60 days from first close. Annual amendment is 90 days from fiscal year end. Late filings appear in your public record and can lead to ERA status revocation.
- Inconsistent classifications. Your fund type on Form ADV Schedule D should match Form D. Mismatches invite scrutiny.
How Capital Company Helps
Capital Company prepares and files Form D, blue sky filings, and Form ADV for funds on the platform. Schedule a demo to learn more.
This content is for informational purposes only and does not constitute legal, tax, or compliance advice. Consult qualified counsel for guidance specific to your situation. Capital Company is not a law firm and does not provide legal advice.