Exempt Private Fund Advisers Must File ADVs Under New SEC Rules
Private fund advisers otherwise exempt from SEC registration because they manage only venture capital funds or have assets less than $150 Million must still file a Form ADV by March 30, 2012. This new category of “exempt reporting adviser” must file an ADV that includes a subset of information otherwise required of a registered adviser. Most significantly, an exempt reporting adviser must complete Item 7, which requires disclosure about the funds the adviser manages, and the schedules detailing ownership and control information. The completed forms will be publicly available.. An exempt reporting adviser must file annual updating amendments. A part 2 disclosure brochure will not be required. The SEC has indicated that it does not “anticipate that our staff will conduct compliance examination of these advisers on a regular basis” but “will conduct cause examinations where there are indications of wrongdoing, e.g. those examinations prompted by tips, complaints, and referrals.” The SEC also indicated that it will impose recordkeeping requirements in a future release.
OUR TAKE: The SEC has asserted its authority under Dodd-Frank to require disclosure and recordkeeping as well as examine all private fund advisers. No adviser is left unregulated under the new regime.