4/10/2023 Flashcards
Which Act Does Rule 144 fall under
The Securities Act of 1933
Restricted Stock
Follows Rule 144
Deals with Stock acquired Through Private Placement
Cant Be Re-Sold for 6 months
One sold it becomes apart of the public float
If Affiliated with the Issuer You have Restrictions on how much you can sell at 1 time
Rule 144
Rules for Restricted Stock
Deals with Stock acquired Through Private Placement
Cant Be Re-Sold for 6 months
One sold it becomes apart of the public float
If Affiliated with the Issuer You have Restrictions on how much you can sell at 1 time
Form 144
Must be filed with SEC when the Investor owning Restricted Stock Or Controlled Stock wants to sell it
Rules for Broker-Dealers and Rule 144
They cant Buy or Solicit Restricted Stock
BUT can call back
Investors who expressed Interest in the past 10 days
other BD’s who expressed interest in the past 60 days
Rule 144a
Execption to the 6 month waitting preiod if you sell the restricted Stock to a QIB
(Qualified Institutional Buyer)
QIB
(Qualified Institutional Buyer)
Person/Entity who
has at least $100 million in Assets
OR
BD who
has at least $10 million in Assets
Rule 144a says:
Restricted Stock can be sold to them without waiting the 6 months period
Private Placements
Also called Limited Offering Exemption
The Sale of a Newly issued Security to an Accredited Investor
Doesn’t require SEC Registration
Advisors cannot get commissions on these sales
After buying the investor is Subject to
Rule 144
the Stock is Now Restricted Stock
Cannot be resold for 6 months
Accredited Investor
Individual who makes $200k/yr
or
Couple who makes $300k/yr
OR
has $1million in Net Worth other than their Home
Then
They file as accredited Investor with SEC
Can then Buy Private Placements
Limited Offering Exemption
Another word for
Private Placements
Control Person
Different From Affiliate
(all controlled persons are affiliates, but not all affiliates are controlled persons)
Control - Director, Officer, or 10% ownership of company
(if the question asks under the:
-Investment Advisers Act of 1940
or
-Investment Company Act of 1940
its changed to 25%)
(Affiliated - Director, Officer, employee, or 5% ownership of company)
Hedge Fund
ALMOST ALWAYS ORGANIZED AS A LIMITED PARTNERSHIP
Usually:
-aggressively managed fund
- high management fee’s
-uses options futures and leveraging (borrowing)
-less liquid than a mutual fund
Forwards
Contract between producer and buyer of commodities (wheat, grain, etc) to buy the commodities at a specified Price and day
Helps Producers hedge against price changes in their commodities during production
Illiquid
No Secondary Market (Can be bought or sold but not traded)
IS A DERIVATIVE
unregulated
Futures
Just like Forwards (there is a contract and an actual exchange of the commodity at expiration)
Investors Essentially betting on the price of Commodities in the future
Liquid
Has a Secondary Market (The contract can easily be traded)
Is a Derivative (Very Similar to an Option)
Is Regulated
Viaticals and Life Settlements
People with Life Insurance Policy can sell the Death Benefit for more than Cash Value and Less than Death Benefit
Viatical - Have to Be Terminally/Chronically Ill
Life Settlement - Don’t have to Be Terminally/Chronically Ill
The contract is considered a Security
Purchaser agrees to pay any additional Premiums on the contract required
On the Sale of Viaticals / Life Settlements what on the policy changes
Grantor (Owner)
Beneficiary
Insured does NOT Change
AIR
Assumed Interest Rate
USED FOR VARIABLE ANNUITIES
The Minimum Interest rate needed to ensure Annuity Income Payments are consistent
Annuity Payout Options
Single Life - lasts one person’s life
Joint and Survivor - last’s 2 peoples life
Period Certain - lasts a specified # of years (whether a person is dead or alive)
Life with Period Certain - Lasts personal Life OR Certain Nubmer of years whichever lasts longer
Annuities (things to remember for the test)
-Grow Tax Deferred - Remember that money contributed is considered Post Tax Unless otherwise stated
-Variable Annuities Fee are Usually higher than Mutual fund
Life Insurance (things to remember for the test)
Younger People Should buy Term because its cheaper
Variable Life:
cannot be loaned out for the first 3 years
then 75% or more can be loaned out
Should you use Accretion Amortization for all Bond Total Gain/ Loss Questions?
No
Only those where you help the Bond for longer than 1 year
Technical Analysis
Cares about the Stock
Focuses on the graphs and charts of securities
Fundamental Analysis
Cares about the health of Company
Looks at:
Income Statement
Balance Sheet
Mutual Fund
A pool of investors funds invested and managed by a company
Portfolio and NAV calculated at the end of every market day
ON THE TEST IS ALWAYS CONSIDERED AND OPEN END A CLASS FUND UNLESS OTHERWISE STATED
Management Company
Another word for Mutual Fund
NAV
Net Asset Value
Used in Mutual Funds
calculated at the end of every trading Day
Portfolio Value / # Shares Outstanding
(Value = Assets - Liabilities)
(it’s the dollar amount each share is worth)