Schedule D is where you report detailed information about every private fund you advise. It is the section of Form ADV that connects your adviser-level filing to your fund-level activities, and it is one of the most error-prone parts of the form.
What Goes on Schedule D
Section 7.B of Schedule D requires a separate entry for each private fund you advise. For each fund, you report:
Basic information. Fund name, state or country of organization, type of fund (venture capital, private equity, hedge fund, etc.), and the Investment Company Act exemption relied upon (3(c)(1) or 3(c)(7)).
Fund size. Gross asset value and net asset value as of the most recent fiscal year end.
Minimum investment amount. The minimum capital commitment accepted from investors.
Ownership. Approximate number of beneficial owners and whether any owner holds 25% or more of the fund.
Service providers. Names of the fund's auditor, prime broker (if any), custodian, and administrator.
Related persons. Whether the adviser or its related persons serve as GP, managing member, or in similar capacity.
Every Vehicle Counts
Every private fund you advise needs its own Schedule D entry. This includes your main fund, any parallel funds or feeder funds, co-investment vehicles, SPVs you manage, and any other pooled investment vehicle where you act as adviser.
Missing vehicles is one of the most common Form ADV errors. Managers who run SPVs alongside a main fund frequently forget to add new SPVs to their filing. If you form a new vehicle, it needs to appear on your next Form ADV amendment.
Fund Type Classification
Schedule D asks you to classify each fund. The options match those on Form D: venture capital fund, private equity fund, hedge fund, liquidity fund, real estate fund, securitized asset fund, and other. Your classification on Schedule D should be consistent with your Form D filing for the same fund.
Getting this wrong creates a mismatch between your adviser-level and fund-level filings, which can trigger SEC scrutiny. If your fund is classified as "venture capital" on Form D but "private equity" on Form ADV (or vice versa), you have a problem to fix.
Timing and Updates
Your initial Schedule D entries are due with your initial Form ADV filing (within 60 days of first close). You update Schedule D as part of your annual amendment (within 90 days of fiscal year end). If you launch a new fund mid-year, add it via an other-than-annual amendment rather than waiting for the annual update.
Fund size information (gross and net asset values) is updated annually based on your most recent fiscal year-end figures.
Common Mistakes
The most frequent Schedule D errors include omitting SPVs and co-investment vehicles, inconsistent fund type classifications between Form D and Form ADV, stale asset values that have not been updated, missing service provider information, and failing to add new funds promptly after launch.
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 article is for informational purposes only and does not constitute legal advice. Consult qualified legal counsel for advice specific to your situation.