Form ADV is the registration and reporting form for investment advisers. A fund manager that wants to raise money from outside investors almost always files one, and its answers are public. Read carefully, it tells you who owns the firm, how much it manages, which private funds it runs, how large each one is, how many investors each has, and who audits and holds the money. It is the closest thing private markets have to a public record of a manager.
Who Files Form ADV
Two kinds of adviser file Form ADV with the SEC, and the difference shapes everything you can read about them.
Registered investment advisers (RIAs)
An adviser registered with the SEC completes the whole of Part 1A and prepares the Part 2 brochures. As a general rule an adviser may register with the SEC once its regulatory assets under management reach $100 million and must apply once they reach $110 million; smaller advisers usually register with their home state instead. State-registered advisers file the same form through the same system, plus Part 1B, which carries the questions state securities regulators add.
Exempt reporting advisers (ERAs)
Some managers are exempt from registration but must still report. The two common routes are the venture capital fund adviser exemption (Advisers Act section 203(l) and Rule 203(l)-1), for an adviser that advises only venture capital funds, and the private fund adviser exemption (section 203(m) and Rule 203(m)-1), for an adviser that advises only private funds and has less than $150 million of private fund assets under management in the United States. An exempt reporting adviser completes only a subset of Part 1A (Items 1, 2, 3, 6, 7, 10 and 11 and their schedules) and does not prepare a Part 2 brochure. Most venture firms you will research are ERAs, so for them Schedule D is nearly the whole story.
Every adviser must file an annual updating amendment within 90 days after the end of its fiscal year, and amend sooner when certain answers change. So the form is a series of snapshots, roughly one a year, rather than a single document.
The Parts of Form ADV
Part 1A: the structured answers
Part 1A is a questionnaire, and its answers are what make the form useful as data:
- Identity (Items 1 to 3): legal and business names, the CRD number that identifies the firm across filings, the SEC file number (801- for registered advisers, 802- for ERAs), offices and form of organization.
- Business (Items 5 to 7): for an RIA, employees, client types, fee arrangements and regulatory assets under management (Item 5.F); for every adviser, other business activities, financial industry affiliations and the private funds it advises.
- Disciplinary history (Item 11): yes/no questions about criminal, regulatory and civil actions against the firm and its advisory affiliates, with the detail in Disclosure Reporting Pages (DRPs).
- Schedule A and Schedule B: Schedule A lists direct owners and executive officers; Schedule B lists indirect owners, the people and entities that own the direct owners. Ownership is given in ranges (for example 25% up to 50%), never as an exact percentage.
- Schedule D: the detail behind the answers, including related advisers (Section 7.A) and one Section 7.B.(1) for each private fund the adviser advises.
Part 2A and Part 2B: the brochures
Part 2A is the firm brochure, a plain-English narrative of services, fees, conflicts of interest, investment strategies and disciplinary information. Part 2B is the brochure supplement, with the background of the individuals who give advice. Only registered advisers prepare them. They are narrative documents rather than data, and you read them on the SEC's Investment Adviser Public Disclosure site (IAPD, adviserinfo.sec.gov), which also shows each firm's current Form ADV.
Schedule D 7.B.(1): Every Private Fund, One by One
For a researcher, this is the most valuable section of the form. An adviser completes a separate Section 7.B.(1) for each private fund it advises, and each one includes:
- Name and private fund identification number (an 805- number that stays with the fund), where it is organized, and its general partner, manager or directors.
- Exclusion relied on: section 3(c)(1) or 3(c)(7) of the Investment Company Act. A 3(c)(7) fund sells only to qualified purchasers.
- Structure: whether it is a master fund or a feeder fund in a master-feeder arrangement.
- Fund type: hedge, liquidity, private equity, real estate, securitized asset, venture capital, or other.
- Current gross asset value, the minimum investment, and the approximate number of beneficial owners, plus the share owned by the adviser, by funds of funds and by non-U.S. persons.
- Other advisers to the fund, and whether the fund has relied on Regulation D, with its Form D file number (021-).
- Service providers: auditors (whether the fund is audited, under U.S. GAAP, by a PCAOB-registered firm, and whether investors receive the audited statements), prime brokers, custodians, administrators, and marketers such as placement agents and finders.
How to Read It When Researching a Manager
- Start with registration status. An RIA reports regulatory AUM and has brochures to read; an ERA reports only its private funds. Absence of a brochure is not a red flag for an ERA.
- Read the fund list, not just the headline. The 7.B.(1) entries show how a manager's money is actually spread across vehicles, and how big each one is.
- Compare snapshots over time. Gross asset value and beneficial owner counts change from filing to filing; a new fund appearing usually signals a new raise.
- Check the service providers. A recognized auditor and an independent administrator are meaningful controls. An unaudited fund, a custodian that is a related person, or a non-PCAOB auditor is worth a question.
- Read Item 11 and the DRPs, then the Part 2A disciplinary section if there is one.
- Look at the owners. Schedules A and B show who controls the firm, including parent companies and minority stakeholders.
Pitfalls
- Gross asset value is not performance. It is the adviser's own figure, often from the fund's balance sheet, and it includes assets bought with borrowed money. It says nothing about returns.
- One fund, several filers. Every adviser to a fund reports it, so the same fund can appear on two or more Form ADVs. Do not add them up twice.
- One firm, several registrants. Larger managers register several advisers (a management company, a separate entity per strategy, an offshore arm), each with its own CRD. Summing their AUM double counts, because a parent's figure often already covers its subsidiaries.
- Snapshots lag. Figures are as of the adviser's latest filing, which can be most of a year old.
How embarc Organizes Form ADV
embarc reads Form ADV for SEC-registered and exempt reporting advisers and keeps each adviser's history across filings. These lists are in the embarc dashboard, which requires a paid plan.
- Advisers show registration status (RIA or ERA), regulatory AUM or private fund assets, the number of private funds, and an AUM history over time. Adviser pages carry the Schedule A and B owners with their ranges shown as ranges, the disciplinary disclosures, and the Form D filings embarc has linked to the adviser.
- Funds come from Schedule D 7.B.(1): type, gross asset value and its history, beneficial owners, structure (master, feeder or standalone), the service providers each fund names, and linked Form D offerings. A fund that has dropped off its adviser's current filing is marked as such rather than shown as current.
- Fund families group an adviser's affiliated registrants into the one firm they really are. A family's AUM is shown as the largest single registrant's figure, not a sum, to avoid the double counting described above. See What is a Fund Family?
- Venture advisers are the advisers that advise a venture capital fund or claim the venture capital exemption. Because an ERA relying on that exemption labels every fund it advises as venture, some growth and sector firms appear here too.