Chapter 4 - Investment Companies Flashcards
investment companies are organized how?
either a corporation of as a trust
- Individual investor’s money then is pooled together in a single account and used to purchase securities that will have the greatest chance of helping the investment company reach its objectives
- All investors jointly own the portfolio that is created through these pooled funds
- Each investor has an undivided interest in the securities
- No single shareholder has any right or claim that exceeds the rights or claims of any other shareholder regardless of the size of the investment
- They offer individual investors the opportunity to have their money managed by professionals that may otherwise only offer their services to large institutions
- Through diversification, the investor may participate in the future growth or income generated from the large number of different securities contained in the portfolio
- Diversification and professional management should contribute significantly to the attainment of the objectives set forth by the investment company
Securities Act of 1933 Says that all companies are required to do what?
- register with the securities exchange commission and to give all purchasers a prospectus
Investment company act of 1940 breaks down investment companies into what 3 different types?
- Face-amount company (FAC)
- Unit investment trust (UIT)
- Management investment company (Mutual funds)
Face-amount company (FAC)
- It is a contract with the investor and issuer of a face-amount certificate to receive a stated or fixed amount of money at a stated date in the future
- In exchange for this future sum, the investor must deposit an agreed lump sum or make scheduled installment payments
- These are rarely issued today because most of the tax advantages that were once offered have been lost through changes in the tax laws
Unit investment trust (UIT)
- This will either invest in a fixed portfolio of securities or in a non-fixed portfolio of securities
- Fixed UIT
- Traditionally will invest in a large block of government or municipal debt
- Bonds will be held until maturity and the proceeds will be distributed to investors in the UIT
- Once distributed, the UIT will have achieved its objective and will cease to exist
- Nonfixed UIT
- It will purchase mutual fund shares in order to reach a stated objective
- It is also known as a contractual plan
- Both types are organized as a trust and operate as a holding company for the portfolio
- They are not actively managed
- They do not have a board of directors or investment advisors
- They issue units of shares of beneficial interest to investors which represent as undivided interest in the underlying portfolio of securities
- Must maintain a secondary market in the unit or shares to offer some liquidity to investors
Management investment company (Mutual funds)
- They employ an investment advisor to manage a diversified portfolio of securities designed to obtain its stated investment objective
- May be organized as either an open-end or closed-end company
- Main difference is how the shares are purchased and sold
- Open-ended
- Offers new shares to any investor who wants to invest
- Known as continuous primary offering
- Because the offering of new shares is continuous, the capitalization of the open-end fund is unlimited
- Meaning they may raise as much money as investors are willing to put in
- Must repurchase its own shares from investors who want to redeem them
- No secondary market for open-end mutual fund shares
- Shares must be purchased from the company and redeemed to the fund company
- Offers new shares to any investor who wants to invest
- Closed-end
- Offers common shares to investors through an initial public offering just like a stock
- Its capitalization is limited to the number of authorized shares that have been approved for sale
- Shares will trade in the secondary market in investor-to-investor transactions on an exchange on in OTC, just like common shares
Open end VS Closed end
Diversified VS Nondiversified
- The investment act of 1940
- Laid out an asset allocation model that must be followed in order for the find to call itself a diversified mutual fund
- It is known as the 75-5-10 test which includes:
- 75%
- Of the funds assets must be invested in securities of other issuers
- Cash and cash equivalents are counted as part of the 75%
- A cash equivalent may be a T-bill or a money market instrument
- 5%
- May not invest more than 5% of its assets in any one company
- 10%
- May not own more than 10% of any company’s outstanding voting stock
- 75%
Investment company registration are regulated by what?
- Securities act of 1933
- Investment company act of 1940
The company must register with the SEC if the company what?
- operates to own, invest, reinvest, or trade in securities
- As an investment company if the company has 40% or more of its assets invested in securities other than those issued by the US government of one of the company’s subsidiaries
a company May not register with the SEC unless it has the following?
- Minimum net worth of $100,000
- At least 100 shareholders
- Clearly defined investment objectives
- NOTE:
- If it does not have these things, it must have them in 90 days
- The company is considered to have registered when the SEC receives its notice of registration which contains:
- Type of investment company (open-end, closed-end, etc.)
- Biographical information on the officers and directors of the company
- Name and address of each affiliated person
- Plans to concentrate investments in any one area (ex. Sector fund)
- plans to invest in real estate or commodities
- Borrowing plans
- Conditions under which investment objective may be changed through a vote of shareholders
Once a company is registered, the company can do what?
- Raise money through the sale of shares
- Lend money to earn interest
- Borrow money on a limited basis
- May lend money to earn interest such as by purchasing bonds or notes
- May borrow money for such business purposes as to redeem shares
- If they borrow, it must have $3 in equity for every dollar that they want to borrow
- Meaning, the company must maintain an asset-to-debt ratio of at least 3-to-1 or of at least 300%
Once registered, a company can NOT:
- Lend money to employees
- Take over or control other companies
- Act as a bank or a savings and loan
- Receive commission for executing orders or for acting as a broker
- Continue to operate with less than 100 shareholders or less than $100,000 net worth
- Sell securities short
- Buy securities on margin
- Maintain joint accounts
- Distribute its own shares
All the following are exempt from the registration requirements of an investment company:
- Broker dealers
- Underwriters
- Banks and savings and loans
- Mortgage companies
- Real estate investment trusts (REITs)
- Security holder protection committees