看看最近PLTR, NVDA的走势，大空头赚翻了。
你们现在谁还在笑话大空头做空太早？
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#12 【Practical routes to avoid SEC adviser registration (Form ADV)】
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GPT5-mini:
Practical routes to avoid SEC adviser registration (Form ADV) or routine public filings:
代码： 全选
Family‑office exclusion (Rule 202(a)(11)(G)-1)
A true family office that: (a) has only “family clients,” (b) is wholly owned and controlled by family clients, and (c) meets the rule’s governance/management tests is excluded from the Advisers Act definition of “investment adviser.” No Form ADV required.
This is narrowly defined; pooling outside non‑family clients or holding itself out as an adviser defeats the exclusion.
Exemptions for certain private‑fund advisers (no full SEC registration; limited reporting)
Private Fund Adviser Exemption (Rule 203(m)-1): U.S. advisers that advise only qualifying private funds and manage < $150M in private fund assets are exempt from SEC registration. They are typically state‑registered or unregistered federally, but must file limited reports as Exempt Reporting Advisers (ERAs) — abbreviated Form ADV Part 1A items and certain SEC reporting (not full public Part 2 disclosures).
Venture Capital Adviser Exemption (Rule 203(l)-1): advisers solely to qualifying venture capital funds may be exempt; ERAs must file limited info.
Foreign Private Adviser and other narrow exemptions also exist.
Stay below RAUM/state thresholds
Advisers with RAUM < $100M generally register with state authorities, not the SEC; very small advisers (<$25M) are state‑level. State registration still requires filings and exams.
The SEC counts Regulatory Assets Under Management (gross; includes leverage, proprietary assets, foreign assets, uncalled commitments) — so artificially limiting investor number or using high‑net‑worth investors doesn’t necessarily keep RAUM low.
Don’t “hold out” or solicit
Avoiding public solicitation/marketing and limiting investors to qualifying categories helps maintain exemptions under Securities Act and under some adviser rules. But Dodd‑Frank largely eliminated the old “fewer than 15 clients” private adviser exemption.
Operational realities and residual reporting
Even exempt advisers or ERAs face obligations: ERA filings, possible state filings, Form PF (if assets/registrations hit thresholds), anti‑fraud liability, tax reporting, CFTC rules if trading commodity derivatives, and SEC examination authority (ERAs can be examined).
Using only accredited/qualified purchasers and limiting fund investors (e.g., relying on 3(c)(1) — ≤100 beneficial owners — or 3(c)(7) qualified purchasers) can avoid Investment Company Act registration, but does not by itself avoid adviser registration.Bottom line (decisive): Limiting partners to family clients, or to a small set of ultra‑high‑net‑worth investors and using specific exemptions (family office, private‑fund or venture capital exemptions) can avoid SEC adviser registration — but most such routes still require some SEC/state filings (ERAs file portions of Form ADV), strict compliance with the exemption criteria, and expose the manager to other reporting/recordkeeping, anti‑fraud, tax and derivatives rules.
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