13.5 Exempt Reporting Advisers

Series 65 Uniform Investment Adviser Law

Track your progress as you read

Finished sections get a check mark.

1 Introduction

About the Series 65 How to Use This Guide

2 Chapter 1: Economic Factors & Business Cycles

1.1 Business Cycles 1.2 Monetary Policy 1.3 Fiscal Policy 1.4 Inflation & Deflation 1.5 Interest Rates & Yield Curves 1.6 Global Economic Factors

3 Chapter 2: Financial Reporting & Analytical Methods

2.1 Financial Statements Overview 2.2 Accounting Fundamentals 2.3 SEC Filings & Annual Reports 2.4 Financial Ratios 2.5 Time Value of Money 2.6 IRR and NPV 2.7 Descriptive Statistics

4 Chapter 3: Types of Risk

3.1 Systematic (Market) Risk 3.2 Unsystematic (Company-Specific) Risk 3.3 Interest Rate & Reinvestment Risk 3.4 Inflation & Currency Risk 3.5 Liquidity Risk & Opportunity Cost 3.6 Risk Measurement & Portfolio Theory

5 Chapter 4: Cash Equivalents & Fixed Income Securities

4.1 Cash & Cash Equivalents 4.2 Treasury Securities 4.3 Agency Securities 4.4 Corporate Bonds 4.5 Municipal Bonds 4.6 Bond Pricing & Yields

6 Chapter 5: Equity Securities

5.1 Common Stock 5.2 Preferred Stock 5.3 Shareholder Rights & Corporate Actions 5.4 Equity Valuation Methods 5.5 ADRs, REITs & Other Equity Securities

7 Chapter 6: Pooled Investments

6.1 Mutual Funds 6.2 Mutual Fund Costs & Fees 6.3 Exchange-Traded Funds (ETFs) 6.4 Closed-End Funds & UITs 6.5 Hedge Funds & Private Equity

8 Chapter 7: Derivatives, Alternative Investments & Insurance Products

7.1 Options Basics 7.2 Options Strategies 7.3 Alternative Investments 7.4 Annuities 7.5 Life Insurance Products

9 Chapter 8: Client Types & Profiles

8.1 Individual Clients 8.2 Business Entity Clients 8.3 Trusts & Estates 8.4 Accredited & Qualified Investors 8.5 Suitability & Know Your Customer

10 Chapter 9: Portfolio Theory & Capital Markets

9.1 Modern Portfolio Theory 9.2 Capital Asset Pricing Model (CAPM) 9.3 Efficient Market Hypothesis 9.4 Risk & Performance Measures 9.5 Asset Allocation

11 Chapter 10: Portfolio Management Strategies

10.1 Investment Styles 10.2 Portfolio Management Techniques 10.3 Fixed Income Strategies 10.4 Return Calculations

12 Chapter 11: Tax Considerations & Retirement Planning

11.1 Capital Gains & Investment Taxes 11.2 Retirement Plans Overview 11.3 Individual Retirement Accounts (IRAs) 11.4 Education Savings Plans 11.5 Distributions & RMDs

13 Chapter 12: ERISA, Special Accounts & Performance Measures

12.1 ERISA Requirements 12.2 Special Account Types 12.3 Performance Measures & Reporting 12.4 QDROs & Special Situations

14 Chapter 13: Regulation of Investment Advisers

13.1 Investment Advisers Act of 1940 13.2 Registration Requirements 13.3 Recordkeeping Requirements 13.4 Custody Requirements 13.5 Exempt Reporting Advisers

15 Chapter 14: Regulation of Investment Adviser Representatives

14.1 IAR Definition & Requirements 14.2 Registration & Post-Registration 14.3 IARs of Federal Covered Advisers

16 Chapter 15: Regulation of Broker-Dealers & Agents

15.1 Broker-Dealer Definition 15.2 Agent Registration 15.3 Regulation Best Interest

17 Chapter 16: Securities Registration & Exemptions

16.1 Uniform Securities Act 16.2 Securities Registration Methods 16.3 Exempt Securities 16.4 Exempt Transactions

18 Chapter 17: Communications & Client Relationships

17.1 Advertising Rules 17.2 Social Media & Electronic Communications 17.3 Client Agreements & Disclosure 17.4 Proxy Voting & Other Obligations

19 Chapter 18: Ethics & Fiduciary Obligations

18.1 Fiduciary Duties 18.2 Prohibited Practices 18.3 Senior & Vulnerable Adult Protection 18.4 AML & Compliance Programs

13.5 Exempt Reporting Advisers

Key Takeaways Explain This Topic AI

ERAs are exempt from registration but must file an abbreviated Form ADV.

Private fund adviser exemption applies to private funds with under $150M US AUM.

Venture capital fund adviser exemption has no AUM limit.

Foreign private advisers are fully exempt with no ADV filing.

State de minimis applies with no place of business and five or fewer clients.

Last updated: October 2026

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

• Characteristic ERA Status
• SEC Registration Not required
• Form ADV Filing Required (abbreviated version)
• SEC Examination Authority Subject to SEC examination
• Recordkeeping Must maintain books and records
• Antifraud Provisions Fully applicable

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

• Requirement Details
• Client Type Advises only private funds (3(c)(1) or 3(c)(7) funds)
• AUM Threshold Less than $150 million in U.S. private fund AUM
• Principal Office United States
• Private Fund Definition

• Element Description
• 3(c)(1) Fund 100 or fewer beneficial owners
• 3(c)(7) Fund Only "qualified purchasers" as investors
• Not Publicly Offered Exempt from Investment Company Act registration
• 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

• Requirement Details
• Client Type Advises only "qualifying venture capital funds"
• AUM Threshold No threshold—unlimited AUM
• Fund Requirements Must meet venture capital fund definition
• Qualifying Venture Capital Fund

• Requirement Details
• Strategy Represents itself as pursuing VC strategy
• Investment Composition At least 80% in qualifying investments
• Leverage Limited borrowing (15% of capital)
• Redemption Rights Limited investor redemption rights
• Not a Registered Investment Company Cannot be registered under 1940 Act
• Qualifying Investments for VC Funds

• Included Not Included
• Equity securities of qualifying portfolio companies Publicly traded securities
• Equity-linked securities issued by portfolio companies Debt instruments
• Short-term holdings pending investment Real estate
• Foreign Private Adviser Exemption

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

Requirement Details

No U.S. Place of Business No office or presence in U.S.

• Fewer Than 15 U.S. Clients Clients AND investors in funds
• Less Than $25 Million U.S. AUM Assets managed for U.S. persons

No Holding Out Does not hold itself out as adviser in U.S.

• ERA Filing Requirements
• Form ADV for ERAs

• Component Requirement
• Items 1, 2, 3, 6, 7, 10, 11, and DRPs Must complete
• Annual Updates Within 90 days of fiscal year-end
• Amendment Triggers Material changes require update
• IARD Fee $150 annually (as of 2026)
• Ongoing Obligations

• Obligation Details
• Books and Records Must maintain as if registered
• Examination Subject to SEC inspection
• Antifraud Rules Fully applicable
• Pay-to-Play Rules May apply
• State De Minimis Exemption

For state registration purposes:

• Requirement Details
• No Place of Business In the state
• Client Limit 5 or fewer clients (other than institutional clients) in past 12 months
• Variations by State

• State Variation
• Most States 5 clients de minimis
• Some States Different client thresholds
• Institutional Exemptions Some states exempt advisers to institutions
• Transitioning from ERA to Registered Adviser
• When Registration Required

• Trigger Action
• Exceed $150M AUM Private fund adviser must register with SEC
• Advise Non-VC Fund VC adviser may lose exemption
• 15+ U.S. Clients Foreign adviser may need to register
• Transition Timing

• Situation Deadline
• Exceed Threshold Within 90 days of annual filing showing excess
• Lose Exemption Reasonable time to file registration
• Key Takeaways
• ERAs are exempt from registration but must file abbreviated Form ADV
• Private fund exemption: only private funds + under $150M U.S. AUM
• VC fund exemption: only qualifying VC funds, no AUM limit
• Foreign private adviser: true exemption, no filing required
• State de minimis: no place of business + 5 or fewer clients in state

Loading diagram... ERA Categories