Instructions to fill out ADV for Exempt Reporting Adviser (ERA) Registration
The following instructions can be used to assist you in filling out the ADV form. These are only guidelines and you should seek attorney support if needed.
For Exempt Reporting Adviser (ERA) registration, managers will need to complete Part 1 of the ADV form. The below instructions are basic instructions for the first time you fill out the form. Read the instructions on the form carefully to ensure you fill out the form correctly.
Log into your FINRA account and then IARD Main. See Accessing your FINRA account
- If you do not have a FINRA account, see Creating your FINRA account.
After logging in, in the Forms section, select "New/Draft Filing" if creating a new first time filing.
ADV step by step instructions:
What filing do you want to make? Select "File an Initial Report as an Exempt Reporting Adviser with the SEC (in addition to remaining a State Exempt Reporting Adviser)"
The ADV form will be filled out as follows:
Item 1 - Identifying Information
A. Fill in the name of your manager entity, not the fund entity
B. Fill in the name of your manager entity, not the fund entity
C. Skip for initial filing
D. Fill in the CIK numbers for each of your funds. Your fund's CIK number can be found on Avestor's portal under the Fund Setup report.
E. Enter your firm's CRD number. This can be found on the FINRA site when you log in. You can also go to https://adviserinfo.sec.gov/ and type in your firm's name and you can find your CRD number on your listing.
F. Principal Place of Business
- F.1. This is the operating state for your entity. Place your physical operating address of the manager entity. This cannot be a PO Box or virtual mailbox. It must be your office or private residience. If its a private residence, select that checkbox so that the address will not be shown on the public ADV files.
- F.2. This can be set as Other and "by appointment"
- F.3. Phone number you want visible on ADV files (can be a toll free or Google number)
- F.4. Skip
- F.5. Select 0 unless you want your ERA registration to apply in multiple states (not recommended)
G. Fill in your mailing address. This can be a PO Box. This will be visible on the ADV form to the public.
I. Select Yes. Provide your website and social media information on Section 1.I. of Schedule D.
J. Chief Compliance Officer
- J.1. - Fill in the name of the person that is your Chief Compliance Officer. Likely yourself or another fund manager.
- J.2. - Check with all fund managers to ensure that no one is compensated by another registered investment company. If yes, they will be need to be listed. Its unlikely in most cases.
K. Filling in an additional regulatory contact person is optional.
L. Provide address information if location of your files is in a different location. Usually it is not.
M. Likely no unless you or your managers are international and have registered.
N. Likely No to if you are a reporting public company.
O. Select No to having more than $1 billion in assets. If yes, then select the appropriate option.
P. Skip unless you have a legal entity identifier. Most firms do not.
Item 2 - SEC Registration / Reporting
C. Select the state that is your primary operating state for your management entity (not your fund). This is the state that will likely regulate your activities unless you have over $100 million in assets in your fund. At that time, you would need to register with the SEC directly.
Item 3 - Form of Organization
A. Select your type of organization for your management entity (likely a Limited Liability Company (LLC)).
B. Select December as the month your fiscal year ends.
C. Select the state of formation for your management entity.
Item 6 - Other Business Activities
A. Select Yes for are you engaged in any other business that you are pursuing as a fund management entity.
B.1. Select Yes. Then click on Section 6.B.(2) of Schedule D link below the question and fill in other ways your management entity may receive income such as real estate.
B.2. Select Yes
B.3. Likely answer No. Your management entity should not be selling any other services to your fund.
Item 7 - Financial Industry Affiliations and Private Fund Reporting
A. Review each item and if any of your fund managers are also one of these occupations, you will need to disclose it.
B. Select yes for are you an adviser to any private fund. You will then need to select the link "Section 7.B.(1) of Schedule D". This will take you to this section.
Select Create new button.
1.A. Provide the full legal name of your fund
1.B. Provide your private fund identification number. You can find this by logging into your FINRA account.
2. Provide the state of formation for your fund entity
3.A. Name of your management entity.
4.1. Check this box if you have a 3c1 exemption for your fund
5. Likely skip
6. Likely answer No
7. Likely skip
8.A. Answer year for fund of funds
8.B. Likely answer should be No. You should not be doing any affiliated party transactions with your fund investments.
9. Likely answer No.
10. Select the type of fund that most closely represents your fund.
11. Fill in the current total assets in the fund. Likely 0 unless you are applying after you have taken capital from investors.
12. Fill in the minimum investment for your fund.
13. Fill in the current number of investors in your fund (add 1 for your management entity)
14. Fill in this question with correct percentage.
15.A. Likely 0
15.B. Likely Yes
16. Likely No
17. Likely No
18. Likely No
19. Likely Yes
20. Likely 100%
21. Select Yes
22. Provide your funds Form D file number. This can be found on https://www.sec.gov/edgar/searchedgar/companysearch and then search for your company. Make sure file number is check when the results come back.
B. Service Providers
23.1.a. Select no for if your private fund's financial statements are subject to an annual audit
Skip remaining sections
24.a. Select no for if you are using a prime broker.
25.a. Select Yes for if you use any custodians. Add in the bank you are utilizing for your fund's bank account and where investor funds are stored.
26.a. Select No for if you private fund uses an administrator.
27. Select 0%
28. Select No. You are not permitted to use 3rd parties to market and sell your private securities unless you are engaged with an entity that has a broker-dealer license.
Item 10 Control Persons
A. Likely no on if any person not named controls your management.
B. Unlikely but review this question to confirm
Item 11 Disclosure Information
Likely answer is No to all these questions but review each question carefully and answer accurately
Schedule A/C Direct Owners / Executive Officers
Add each person or entity that part of your management entity (own a % ownership in your management company or are a key employee of the management company)
Schedule B is unlikely unless you are borrowing capital from another person or entity
Schedule D is unlikely.
After completing the form, you will need to go through a Completeness Check to see if any questions were missed.
You can select Print Preview to review your filing. You are welcome to schedule time with Avestor or your attorney to review your filing prior to submitting as well.
You must then submit the filing. You will receive notifications on if your filing was accepted or rejected and needs to be resubmitted due to technical issues.