The hardest part of compiling last week's column about jailed money manager Dana Giacchetto was actually finding his firm's Form ADV.
Sure, this registration, which is required of all investment advisers, was sitting at the Securities and Exchange Commission in Washington, waiting to be read. But getting the SEC to send it to you is another matter. I sent an email to the Commission's Public Reference Room -- also reachable at 202-942-8090 -- about two weeks ago and I still haven't heard back.
To get the story done in a reasonable amount of time, I was forced to pay Primark's Financial Information Division $129 to get the lengthy document in about a day.
In a matter of months, however, investors won't have to fight to get this useful but somewhat dense document.
"People should soon be able to get Form ADV more easily and cheaply," writes reader Lois Yurow. "The SEC has rules pending that will revise the forms, make them even easier to comprehend, and put the information online."
Indeed.
The entire registration system and database for investment advisers is being put on the Internet. The SEC and the state securities regulators -- working with the regulatory arm of the National Association of Securities Dealers -- are creating an online system that will allow investment advisers to file their registrations electronically. (Investments advisers with more than $25 million under management are regulated by the SEC. The states regulate those with less than $25 million.)
More importantly, investors will be able to research any adviser by looking up the Form ADV online. The system -- called the Investment Adviser Registration Depository, or IARD -- will be similar to the existing Central Registration Depository, the electronic system that tracks the qualification, employment and disclosure histories of brokers.
"We're excited that the IARD will make it easier for investors to get information about their investment advisers and potential investment advisers, and it also makes it easier for investment advisers to file that information," says Cindy Fornelli, senior adviser to the director of the SEC's division of investment management.
The Form ADV is the standard regulatory filing for all investment advisers, which comes in two parts. Part I details an adviser's disciplinary history, while Part II includes information about the individual's background and experience.
Right now, if you want to check an adviser's Form ADV before you hire him or her, you'll have a tough time getting your hands on that document. An adviser doesn't have to give every potential client a copy of the registration form and only has to give you Part II of this registration if you're a client.
Sure, you can ask to see a copy of an adviser's Form ADV, before you hand over your money. Typically, any adviser worth his salt should be happy to provide you with the complete document. The new electronic system, which will be available on the Web, will let you peruse the registrations of several advisers, one right after the other, before you invest one dime of your money. Hopefully, it will encourage investors to actually look at these documents.
The proposal is out for public comment now, but the system should start accepting filings sometime in the fall. Investors should be able to access the system on the Web about two months after that.
If you get this form from the SEC today, you'll have to pay copying costs. Once the system goes online, the searches will be free.
The SEC is also simultaneously updating the Form ADV itself. Right now, this registration form isn't impossible to read, but it does lack flavor. Part I, for example, is comprised almost entirely of yes-or-no questions about an adviser's disciplinary history and how client money is being managed.
The new form will require more narrative explanations and more plain-English disclosure (a favorite expression at the SEC) that will hopefully be more meaningful to investors.
In Part II, advisers will have to reveal any potential conflicts of interest and any personal trading conducted by the firm's staff. The firm must also discuss any procedures it has in place to avoid such conflicts. You'll also find enhanced disclosure about soft-dollar arrangements, in which an adviser directs commission business to a particular broker in exchange for third-party research or other services.
This initiative will make it easier for investors to find and examine these documents. But even today, any upstanding adviser should give any potential client a copy of that firm's Form ADV if asked.
"If an investment adviser doesn't make it a point to offer the Form ADV Part II to clients, this should be a red flag, writes Brent Everett. "In most situations, any advisory contract that is entered into can be terminated by the client with no penalty within five days if the investment adviser fails to deliver ADV Part II or equivalent at least 48 hours prior to the execution of the agreement. Any adviser that is above board will always do this. In fact, it should be so stated in the advisory contract."
Of course these documents won't tell you everything you need to know about an adviser, like whether he knows how to manage money.