Exempt Reporting Advisers (ERAs)

The Dodd-Frank Act created categories of advisers who are exempt from SEC registration but must still file reports and remain subject to SEC oversight. These are called Exempt Reporting Advisers (ERAs).

Overview of ERA Status

On the Exam: ERAs are NOT registered with the SEC, but they ARE subject to SEC oversight and must file Form ADV.

Private Fund Adviser Exemption

Qualification Requirements

Private Fund Definition

Foreign Adviser Consideration

Foreign advisers can use this exemption if:

• No place of business in the U.S.
• Only U.S. clients are private funds
• Less than $150 million in U.S. private fund AUM

Venture Capital Fund Adviser Exemption

Qualification Requirements

Qualifying Venture Capital Fund

Qualifying Investments for VC Funds

Foreign Private Adviser Exemption

This is a true exemption (no Form ADV filing required):

ERA Filing Requirements

Form ADV for ERAs

Ongoing Obligations

State De Minimis Exemption

For state registration purposes:

Variations by State

Transitioning from ERA to Registered Adviser

When Registration Required

Transition Timing

Key Takeaways

1. ERAs are exempt from registration but must file abbreviated Form ADV
2. Private fund exemption: only private funds + under $150M U.S. AUM
3. VC fund exemption: only qualifying VC funds, no AUM limit
4. Foreign private adviser: true exemption, no filing required
5. State de minimis: no place of business + 5 or fewer clients in state