Form ADV - FAQs
Form ADV is an investment adviser registration form that, if meeting certain requirements, must be completed by the applicant. The “applicant” is the person seeking registered investment advisor status, regardless of who actually completes and files the necessary submission.
Form ADV is broken into several parts: Part 1A, 1B, 2A, 2B and 3. Part 1A of Form ADV is used to solicit basic information regarding the investment adviser. The format of Part 1A is a combination of check-the-box and fill-in-the-blank questions. An investment adviser registering with one or more states that utilize Form ADV must complete Part 1A and 1B.
Part 2A is used to provide disclosure information that is important to a client’s evaluation of the registered investment adviser and its advisory personnel and services. Part 2B of Form ADV requires a registered investment adviser to provide certain information about the advisory personnel that clients rely on for investment advice. Part 2 is a narrative-style brochure written in plain English.
Part 3 requires registered investment advisers who offer services to retail investors to prepare and file with the SEC and deliver a brief customer or client relationship summary.
The minimum asset management threshold to become a registered investment adviser is $100 million. If an adviser has above $110 million in assets under management, the adviser must register. If the adviser solely manages what are known as private funds, the adviser must register with the SEC if their assets under management exceeds $150 million.
An investment adviser is required to amend its Form ADV (1) at least annually and (2) more frequently, if required by the instructions to Form ADV, which would require prompt amendment.
A registered investment adviser must amend Form ADV within 90 days of the end of its fiscal year to update its responses to all questions.
An SEC-registered investment adviser must file an amendment to Part 1 of its Form ADV “promptly” if the information provided in response to any of the following items becomes inaccurate in any way: Item 1, Identifying Information; Item 3, Form of Organization; Item 9, Custody (except 9.A.(2), 9.B.(2) and 9.E); or Item 11, Disclosure Information.
Additionally, a registered investment adviser must amend Part 1 “promptly” if the information provided in response to any of the following items becomes materially inaccurate: Item 4, Successions; Item 8, Participation or Interest in Client Transactions; or Item 10, Control Persons. Exempt reporting advisers have the same obligation to amend items that become inaccurate.
Form ADV Part 2A and 2B must also be updated promptly whenever it becomes materially inaccurate. This should be evaluated by the investment adviser on a case-by-case basis as changes occur.
The SEC has not made clear what constitutes “prompt” in relation to amendments of Form ADV.
Fees for filing Form ADV depend on the assets under management of the investment adviser. Below is a fee schedule associated with the filings:
|Assets Under Management||Initial Set-Up Fee||Annual Updating Fee|
|SEC Registrant-Under $25 Million||$40||$40|
|SEC Registrant-$25 Million to $100 Million||$150||$150|
|SEC Registrant-Over $100 Million||$225||$225|
|SEC Exempt Reporting Adviser||$150||$150|