Exempt Reporting Advisers


Advisers relying on the Private Fund Adviser¹ or the Venture Capital Fund Adviser Exemption² (“ERA”), are exempt from registration but remain subject to certain reporting and compliance obligations.

Exempt from Registration
Registration and exemption rules can be complex and application must be determined on a case-by-case basis, given an adviser’s specific facts and circumstances.  Advisers who are exempt from registration with the SEC may still be subject to state registration requirements.  Hardin works with you to assess your registration requirements and to identify exemptions that may be available.

Not Exempt from Regulation
ERAs are relieved of some of the more burdensome regulatory requirements that apply to SEC registrants; however, ERAs are subject to inspection by regulatory authorities and remain subject to certain regulations intended to protect investors, including:

  • Reporting/Filing Obligations
  • CPO/CTA Registrations
  • Anti-fraud Provisions of the Advisers Act
  • Insider Trading Prohibition
  • Pay-to-Play Rules
  • Restrictions on General Solicitation
  • Recordkeeping Requirements
  • Privacy Regulations
  • Blue Sky Regulations

ERA Compliance Navigator® Program
ERAs have a fiduciary responsibility to the clients and must abide by certain compliance requirements.  Hardin recommends ERAs implement a compliance

program and adopt policies and procedures that address the firm’s regulatory obligations. Further, adopting certain best practices can help the ERA protect itself and its clients. Beyond their statutory obligations, ERAs should consider whether policies and procedures pertaining to the following topics should also be developed and implemented:

  • Code of Ethics
  • Privacy and Confidentiality
  • Information Security
  • Business Continuity
  • Side Letters
  • Proxy Voting
  • Valuation
  • Performance Reporting and
  • Marketing

Hardin Can Help
Hardin’s experienced team of compliance professionals can work with you to address the regulations, rules, and industry best practices applicable to your activities as an ERA. We take a proactive and client-oriented approach to assisting you with your compliance requirements. Our services Include:

  • Registration Needs Analysis
  • Filing Form ADV and
  • Developing a customized ERA Compliance Program, including Compliance Manual.

¹The Private Fund Adviser Exemption is generally available to advisers that only manage private funds and have less than $150 million in assets under management.
²The Venture Capital Fund Adviser Exemption is generally available to investment advisers that solely advise venture capital funds.