Chapter 10: Investment Company Products 17-20 questions Flashcards
What is an investment Company?
An Invest company pools investors money and invests in securities on their behalf
Tries to invest more efficiently than the single individual
Sell shares for capital and must abide by same registration and prospectus requirements imposed by Securities act of 1933
Investment Companies act of 1940
Provides for SEC regulation
Classifies investment companies into 3 broad types:
- Face amount certificate companies (FACs)
- Unit investment trusts UITs
- Management investment companies
Face Amount Certificate Company
Contract in which the issuer guarantees a future payment in return for a lump sum or series of payments
Very few operate today due to tax law changes
Unit investment Trust
Does not have a board of directors, employ investment advisors or actively manage a portfolio
Functions as a holding company for investors
Purchase other invesmtent company shares or gov and municipal bonds
Then issue shares of beneficial interest in the underlying portfolio
Any security liquidated is distributed
Can be fixed (purchase portfolio of bonds that will liquidate) or nonfixed (shares of a mutual fund)
Customers can ask to liquidate a position
Not actively managed, not traded in secondary, must be redeemed by trust
Not traded in response to market conditions
Management Investment Companies
Actively managed to achieve a specified investment objective
Either closed end or open end
Both sell securities at beginning, difference lies in type of securities and where investors buy and sell shares
Closed end Investment company
Conducts a common stock offering to issue shares
Funds capitalization is fixed unless public offering is made later
Can also issue bonds and preferred stock
Shares are not redeemed by issuer rather a customer liquidates a position by selling their securities in the OTC or on exchange
Prospectus only needed during IPO
Open end investment company (Mutual Fund)
Registers an open offering with the SEC and does not specify how many shares it will sell
Fund sells underlying holding when an investor wants to sell
Mutual fund shares are sold at the Net Asset Value plus a sales charge which is the POP
Has a board of directors and management
Ex date is set by BOD instead of an exchange
Diversified investment company
Under the Investment Company Act of 1940, an investment company qualifies as diversified if it passes the 75-5-10 test
75% of total assets- invested in securities outside of mutual fund or affiliates. Cash on hand and money market is counted
Within 75% no more than 5% invested in one issuer
With 75%, fund does not own more than 10% of outstanding voting securities of any one issuer
Other 25% okay to do, so a company could own 30% of one issuer if other part is diverse
Nondiversified Investment Co.
Fails to meet 75-5-10 rule
Not necessarily a fund that invests only in a certain industry
Specialized or Sector funds are often diverse in a specific industry or geographic area
Both open and closed can be diversified or non diversified
Exchange Traded Funds
Legally classified as a UIT or Open end fund but differ from tradition
Issue shares in large blocks (50,000 shares) known as creation units, usually purchased by large institutional traders and then broken apart
Positions can be sold in secondary market or in creation units back to issuer. Usually will be given underlying securities instead of cash if sold in creation unit
Cannot be called mutual fund shares, though they will be compared to
Trade throughout day
Mutual Fund vs ETF
Advantages of an ETF over a mutual fund:
1. ETFs are priced throughout the day and can be traded during the day. Mutual funds are usually priced at end of day.
- Margin- ETFs can be bought and sold on margin. Mutual funds cannot.
- Operating costs-Lower than mutual funds usually
- Do not usually distribute capital gains, so they are more tax efficient
Disadvantages-
1. Commisionable transaction to buy an ETF unlike a mutual fund (cannot charge commission on Prospectus sold shares)
An investment company must register with the SEC if:
- If it is in the business of investing in, reinvesting in, owning, trading or holding securities
- Has 40% or more invested in securities (government and majority owned subsidiaries not included)
Registration Requirements for investment companies
May not issue securities unless it has:
- Private capitalization (seed money) of 100k
- 100 investors and
- Clearly defined investment objective
May still register if it can meet these requirements in 90 days
Investment objective may only be changed by majority vote later
Open Ended companies also are required to only have one share class and a minimum asset to debt ratio of 300%
Require material for an investment company to register with SEC
Registration Statement and follow public offering procedure
Must identify:
- Type of investment company
- Plans to raise money by borrowing
- Intention to concentrate Investments in a single industry (if it will do that)
- Plans for investing in real estate or commodities
- Conditions where an investment strategy change would take place
- Name and address of affiliated people
- Business experience of each officer and director in past 5 years
Investment Company registration Statement
2 parts
Part 1- Prospectus of the company, also known as N1-A Prospectus or summary Prospectus
Part 2- Information not required to be distributed but must be made publicly available. Also called: statement of additional information (SAI). Will usually contain consolidated financial statements. Available upon request to Investor.
Still includes disclaimer from SEC saying SEC does not in anyway approve the securities
Open End Must also include an additional disclosure (summary section) of:
- Investment objectives
- Costs of investing
- Principal invest strategies, risk and performance
- Investment advisers and portfolio managers
- Brief purchase sales and tax info
- Financial intermediary compensation
Open End investment company share offerings
Considered to be one continuous public offering
Prospectus must be delivered each time and all info must be updated within 16 months
Reason why regulation t bans buying on margin
Mutual fund shares however can be used as collateral as long as they are fully paid for 30 days
Mutual fund must disclose the following investment strategies and meet specific financial requirements
Purchasing securities on margin
Selling securities short
Participating in joint investment accounts
The following issues must be voted on by shareholders:
Change in company bylaws Change in borrowing by open End company's Issuing or underwriting securities Purchasing or underwriting real estate Making loans Changing sub classification Changing load policy Changing nature of business Changing investment policy
Investment company Board of Directors
Consists of a CEO, officers and a board
The board:
- Defines the type of funds to offer
- Defines the funds objective
- Approves and hires the transfer agent, custodian and investment adviser
Majority of Directors must be non interested or independent
Must serve terms no shorter than a year and no longer than 5
Investment company: Investment Adviser
Investment company’s BOD contracts with an outside IA or Portfolio Manager to:
- invest cash and securities in the portfolio
- Implement an investment strategy
- Identify tax status of distributions
- Manage the portfolios day to day trading
Company may not contract with the IA if they have committed a securities related felony
Investment Company may not borrow funds or transfer responsibility to anyone else
IA must be registered under the Investment Advisers Act of 1940
IA contract is for a maximum 2 years but subject to annual approval and receives the managers fee
Investment Company: Custodian
Act of 1940 requires that securities must be put in custody of a bank or stock exchange member broker dealer
Handles clerical function
Can put Securities in a system for easy bookkeeping
Custodian must:
- Keep the investment company’s assets physically segregated
- Restrict Access to certain officers and employees of invest company
Receives a fee for service
Investment Company: Transfer Agent
- Issues, redeems and cancels fund shares
- Handles name changes for funds
- Sends customer confirmations and fund distributions
- Records outstanding shares so distributions are made properly
Can be the custodian, fee is paid
Investment Company: Underwriter
Sometimes called the sponsor or distributor
Receives fee for selling and marketing the fund shares to public
Sells only to help issuer fill custom orders
May not keep an inventory
Adds sales charge to the NAV
Fund can act as it’s own underwriter if a noload or by charging 12b-1 fees
12b1 funds very common
Investment company Prospectus
Must be distributed before or during solicitation for sale
Contains info on fund objective, invest policy, sales charges, MNG expenses and services offered
Also discloses 1-,5-,10- year performance
Invest company’s SAI
Includes: BS Statement of ops IS And portfolio list
Act of 1940 in regards to financial reporting for invest companies
Must be sent semiannually and must include an annual report once a year
Must contain:
The company BS
Valuation of all securities in portfolio as of date in Bs
Income Statement
Compensation paid to BOD and advisory board
Total dollar amount of securities sold
BS must be made available to any shareholder who requests one in writing between semiannual reports
SEC requires:
Factors affecting performance
Line graph comparison to a market index
Name and titles of funds managers
Characteristics of a mutual fund
Must redeem shares at NAV and guaranteed marketability
All investors are mutual participants, one common stock share class
May be purchased in full or fractional units
An investor may liquidate without upsetting portfolio balance
Fund distributes a 1099 form explaining tax
Allow small investments ($500 up) and additional investments of $25 and up
Most offer auto reinvestment of cap gains and dividends
May offer break point in fees
May offer reinstatement option where an investor can withdraw and put back in funds without incurring a sales charge
Types of stock funds
Most funds have at root common stock that generates growth
Growth fund- Companies that grow rapidly and usually don’t distribute capital gains
Income funds- stresses current income over growth, invest in companies with long history of dividend payment such as utilities
Combination fund- Mix between growth and income
Specialized (sector) fund- example gold funds
Special situation fund- Invest in companies that may be bought, have a patent pending
Index funds- try to mirror an index, low turnover/management costs
Foreign stock fund- principal business activity out of us, long term capital appreciation is main goal
Balanced Fund
Invest in stocks for appreciation and bonds for income
Asset Allocation Funds
Split between stocks for growth, bonds for income, and money market instruments or cash for stability
Bond funds
Main objective is income
Tax exempt funds invest in Municipal bonds or notes and tax exempt money market instruments
US government and agency funds also fall in category