Form D vs Form ADV: what each filing tells you about a private fund manager

Form D and Form ADV are both public, both about private fund managers, and filed in different systems for different reasons. Read together, they describe a manager's trajectory from first vehicle to registered adviser.

Form D

Filed on EDGAR by the fund (the issuer), within 15 days of its first sale. It describes one offering: exemption, size, amount sold, investors, the people behind the issuer, placement agents. It is filed per vehicle, so a sponsor with a main fund, a parallel fund and a feeder files three. It says nothing about the adviser's assets or compliance status.

Form ADV

Filed on IARD by the adviser (the manager), on registration and annually thereafter. Part 1 describes the firm: regulatory AUM, employees, clients, custody, private funds advised (Schedule D 7.B lists each fund with its gross asset value), affiliates, disciplinary history. Part 2 is the narrative brochure. The public view is IAPD.

Sequence

• A manager's first fund files Form D. The manager is below $150 million in private fund assets and files as an exempt reporting adviser (a reduced Form ADV), or is below $25 million and does nothing.
• Funds two and three file Form D; the amendments show assets growing.
• At $150 million in private fund assets the manager must register with the SEC and file a full Form ADV. The registration becomes effective, and the firm appears in the daily IAPD feed as a new SEC-registered adviser.

Each step is a lead for a different buyer: fund administrators and auditors at the Form D stage, compliance consultants and custodians at the Form ADV stage.

Using the two together

Form ADV Schedule D, Section 7.B.(1) lists every private fund the adviser manages, with each fund's gross asset value, its administrator, auditor, prime broker and custodian (named, with whether the auditor is PCAOB-registered). That is the incumbents list: once a manager registers, you can see exactly which providers it uses, and Form D tells you when the next fund arrives. A fund administrator reading a new Form D from a registered manager can check Schedule D for the current administrator before calling.

The reverse also works. A newly registered adviser whose Form ADV shows private funds but no fund administrator is a fund that is either self-administered or about to appoint one.

Timing differences

• Form D: 15 days after first sale; amendments annually and on material change.
• Form ADV: filed before registration becomes effective; the annual updating amendment is due within 90 days of fiscal year end (31 March for most firms), which is when assets, fund lists and provider names refresh.
• IAPD feeds update daily; EDGAR's daily index publishes after 10pm ET.

Where each is tracked

• Fund launches and raises from Form D.
• New adviser registrations from the IAPD daily feeds.
• The methodology explains the scoring for both.