Form ADV, Valuations, and Timing for New Registrations

With hundreds (thousands?) of private fund managers set to register with the Securities and Exchange Commission next quarter, the new form ADV is on the IARD system and ready for you to start uploading information.

I noticed the first problem.

Question 5 asks you to “determine your regulatory assets under management based on the current market value of the assets as determined within 90 days prior to the date of filing this Form ADV.” I expect most private fund managers to wait until the filing deadline in the middle of February. That means third quarter valuations, presumably accurate as of September 30, will be older than 90 days. For private equity firms with very illiquid assets like interests in real estate and private companies, they are unlikely to have valuations as of December 31 finalized by the middle of February. Even if they do have final valuations, they probably have not yet disclosed the final valuations to the investors in their funds.

With a normal end of March annual filing deadline for Form ADV, this is less likely to be a problem. But initial registrants need to file 45 days ahead of that deadline to meet the SEC’s 45 approval period.

Perhaps I’m missing something, but I’m wondering if anyone else has thought about this issue and how they are handling it. One option is to use the third quarter valuations and be worried about getting a negative SEC response. Another is to get valuations finalized and disclosed earlier than usual.

I’d appreciate any of your thoughts on this. You can leave a comment or send an email to compliancebuilding@gmail.com

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