Chapter 4 - Investment Companies, Savings Plans, Financial Responsibilities Flashcards
Investment company act of 1940
created investment companies, UITs, and FACCs
Closed vs Open mutual funds
closed are issued once and trade in market. prospectus only needed for initial sale
open are issued every time and redeemed with the issuer, prospectus issued every time, must be kept up to date
UIT - owns beneficial interest, not shares
fixed UIT, no management (no board of directors)
non-fixed UIT, managed.
variable annuity, for retirement, eventually cash out or annuitize.
Fund sponsor
firm that underwrites & registers the fund
Selling Group
acts as agent to sell the mutual fund shares
Investment Advisor
the one who runs the fund. is selected for two years and then re-elected every year after. earns management fee
custodian bank
safeguards funds. can act as transfer agent. earns custodial fees.
Diversified fund - 75/5/10 rule
75%+ invested in securities
max 5% in any one investment
max 10% holding of an investments total shares
NAV computation
daily mark to market of assets, divided by outstanding shares = share price
no-load funds
no sales charge, can be bought at NAV. there is no selling group.
Max Sales Charge
8.5% of POP.
POP is typically higher than NAV, it also includes appropriate sales charge.
Payment upon Redemption
customers must be paid within 7 calendar days after redeeming shares.
Redemption Fees
Funds are allowed to charge redemption fees, but total fees (up-front sales charge & redemption fees) cannot exceed 8.5%
Contingent Deferred Sales Charge (CDSC)
The fund can charge fees if the client redeems shares too soon. will have a “vesting” type schedule of fees
A-shares vs B-shares
A-shares have initial sales charges
B-shares follow CDSC schedule
IF a fund charges max 8.5% fee…
it must offer breakpoints, letters of intent, and rights of accumulation.
breakpoint
reduced sales charges for higher dollar amount purchases (investment clubs are not eligible, but households are)
letter of intent
if client plans on purchasing more of a fund, they can sign a letter of intent and receive reduced break point fees. can look back on 90 days purchases or look forward 13 months. if money is never deposited, fees will be added back
Market Appreciation and letter of intent
If shares appreciate during the letter of intent, the customer must still deposit the agreed upon amount.
rights of accumulation
customer is eligible for breakpoints as the accumulate amounts over time. this does include appreciation unlike letters of intent. can use higher of cost or MV (in case the fund has depreciated)
12b-1 fees
typically funds cannot charge expenses derived from obtaining new clients/money to the existing shareholders. then 12b-1 fee was created where they can charge some of the costs to shareholders. the logic is if new monies are obtained, the fund will grow and expenses will decrease.
adopting 12b-1 fees
must pass majority vote from 1. shareholders 2. board of directors 3. uninterested directors (not affiliated nor receives payments). must be reapproved annually. will reduce max sales charge
terminating 12b-1 fees
just need majority vote from either shareholders or uninterested directors.
capital gains distributions
if fund sells off appreciated assets, it will have a distribution at EOY. will be taxed as capital gains. funds can also post divs/interest.
cost basis for mutual funds
original purchase price PLUS any reinvested divs (already paid taxes on them)
selling dividends
strictly prohibited - recommending a client to buy a fund about to pay a dividend or capital gain
Various reductions in max MF fees (without 12b-1)
without RoA- 8%
without breakpoint- 7.75%
without both- 7.25%
if service fee- 7.25%
Various reductions in max MF fees (with 12b-1)
if also service fee- max 6.25%
if no service fee- max 7.25%
max 12b-1 fee- .75%
to be “no load” max 12b-1 fee- .25%
Share classes and 12b-1
A-shares, max .25 12b-1
B-shares, max .5 12b-1
C-shares, max .75 12b-1
A vs B share suitability
if large amount and long horizon, choose A-shares.
Late Trading
firms that regularly take advantage of the ability to buy MF shares after 4pm close.
Market timing (mutual fund)
short-term trading in MFs due to NAV arbitrage. Drives up costs for fund managers and reduces performance of fund. most funds have short term trading restrictions to prevent this.
Written Selling group agreement
anyone who joins selling group must sign. it specifies concessions
mutual fund orders
must be placed at the fund. firms cannot trade or make a market for mutual fund shares.
redemptions within 7 days of initial purchase
concession must be forfeited. reasonable redemption fees can be charged.
“special deals”
are strictly prohibited. firms can only be compensated through the agreed upon selling concessions. cannot offer any incentives to sell shares.
Underwriters selecting which firm to do portfolio trades
must prioritize best execution. CANNOT pick firm with best sales of their funds.
Prohibited compensation items
stock, warrant, options
merchandise/trips
any compensation not stated in prospectus
any item of material value
gifts allowed
no more than $100/employee per year
prior approved seminars with appropriate location and expenses covered
occasional meals and events
MF/investment advisors charitable solicitations
are prohibited, especially if it is that advisors obligation.
written procedures for charitable contributions
must have b/d approval, customer firm approval, can’t be tied to level of business done, all must be reviewed frequently.
soft dollar renumeration
came about due to previously high commissions. allowed small b/d’s to stay competitive. can be used for services that benefit shareholders like research, trading software - not rent, etc.
Generic advertising, Rule 135A
cannot name security, must have explanatory info on type of product and services. name of b/d and/or sponsors must be listed. if returns are shown, must include total returns.
Rule 156, misleading ads
if contains untrue statement or doesnt include necessary facts. applies to any and all communications used to offer securities.
Variable annuity
no guaranteed return, so it is considered a security. therefore, prospectus is required.
needs 15-20 yrs of built up period to make economic sense
Assumed Interest Rate, AIR
the rate of return VA will aim for. not guaranteed
Accumulation units
similar to shares of mutual fund, but for VA. Must be reinvested unlike MFs, but have NQ tax deferred status.
Annuitization
when the VA switching from accumulating to paying out.
VA sales charge
used to be 8.5% like MF, but now charges must be “fair and reasonable”
VA suitability
rep must have basis:
-customer has been informed of product features
-customer would benefit from one or more of the features
-all of the features are suitable
-customer must understand this is not a mutual fund
Annuity exchanges
-must consider surrender charges, loss of benefits, subject to increased fees
-client must benefit from new feature
-rep must make reasonable effort to find out if client has had an exchange in previous 36 months
Valid reasons for whole life exchange
-better coverage at lower cost
-more desirable benefits
-solvency concerns for original policy issuer
invalid reasons for whole life exchange
-using cash value to pay for new annuity
-creating high surrender charges
-skirting around contestability period
-unfavorable tax consequences
in-force ledger
to examine current policy when considering an exchange
tax free exchange criteria
the annuitant and the insured must not change. an annuity exchanged into life insurance is taxable.
payment transmission
must be promptly sent to insurance carrier for amount due to them.
selling agreement insurance carriers
written agreement must be in place between b/d and carrier before orders can take place.
Lump sum distributions are taxed…
LIFO.
IRA contributions can continue…
as long as the individual has earned income
prohibited IRA investments
insurance policy cash values, term insurance, art and collectibles
non-spousal bene IRA
-decedent and bene’s name must remain on the account
-must deplete the account in 10 years
-can be depleted however they want
-beneficiary can also “disclaim” IRA, and direct it to someone else
Keogh plan (for self-employed)
-can contribute up to 25% of earning with $61K cap
-if there are other full time employees (working over 1000 hrs), the must get same percentage contribution
-unlike IRA, it will allow cash value life insurance
-eligible if they have ANY self-employed income, it is ok if they work for corp. full time also
ERISA
non-discrimination
vesting
plan trustee, fiduciary
b/d, advisors for plan may be compensated
ERISA, broker of record
b/d who is broker of record for the plan:
-provides info about providers, policies, and investments
-assists with investment education
-assists with communicating info about plan
-is NOT fiduciary
prohibited transactions
naked option writing, margin transaction, etc. covered call writing is OK
defined benefit plan
must comply with ERISA
annual contribution set by actuary
contribution is based on projected retirement obligation, not company profitability
Other Qualified plans
Profit-Sharing Plan (max 25% up to $61K)
Tax-deferred annuities 403b- typically for non-profits. contributions are tax deductible, and earnings are tax deferred
401k- can borrow against, the lesser of 50% value or $50K
Non-qualified plans
deferred comp- not subject to ERISA or IRS approval. taxes due when comp received, so tax deferred.
Payroll Deduction Savings Plan- money set aside for retirement, but it is taxable now, both employee and employer portions
coverdell ESA
-to pay for qualified education expenses (includes primary and secondary school)
-beneficiary must be under 18
-annual limit of $2000 per beneficiary (multiple people can create accounts for that person, but the aggregate contributions cannot exceed $2000)
-earnings tax deferred & not taxed if used for qualified expenses; must be used by 30 or r/o to family member.
-phase out limits for high income
529
-any higher education, vocational school, accredited post-secondary school
-up to 10K/year for education below college level
-lifetime max $10,000 to pay off loans
-refunds due to scholarships incur tax on gains, but not 10% penalty
-subject to MSRB rules because the state is legal issuer
-no income phase out, age limits, contribution limits
-investments can only be changed twice a year
529s exempt from 1933 and 1940 Acts
-doesnt need to provide prospectus (but MSRB requires Official Statement)
-doesnt need to calc NAV daily
-BOD doesnt need disinterested directors
529 taxes
-at state level, contributions ARE deductible
-subject to gift tax if over $16,000 or the 1-time contribution of 5x limit
529 Donor
-funds remain in control of donor
-but are excluded from estate, unless there are excess annual exclusion amounts
-will pay income tax and 10% penalty if used for unapproved expenses
529 death of beneficiary
-funds can go to estate & subject to estate tax
-withdraw assets, gains taxed as ordinary income, but no 10% penalty
-designate new bene with no tax due if family member of bene - income tax and 10% penalty due if designated to non-family member
-family member = all the way to first cousin plus “step” and “in-laws”
recapture
when a state claws back and deductions taken in 529 then the resident moves to a new state
Periodic Statements
grouped together confirms
sent quarterly if on a periodic plan
sent monthly if on a non-periodic plan
Rule 15c5-3 Customer Protection
Ensure firms have sufficient funds on hand & promptly obtains control of securities.
Possession or control of securities
if fully paid- must be safe and segregated
excess margin- must be reduced to possession or control
considered in possession or control if certificates are in…
-custody of firm/clearing
-custody of bank
-transfer under 40 days
-transit under 5 days
possession/control for buy-ins
fail to deliver must be bought in 10 business days
fail to receive must be bought in 30 calendar days
short differences must be bought in 45 calendar days
hypothecation of customer securities
margin securities are held in street name, rule 15c2-1 prevents firms from abusing this to get more money on loan with customer securities
rehypothecation allowed once…
transaction has settled. cannot trade in anticipation of settlement.
Securities Information Center (SIC)
designee of SEC for reporting lost or stolen securities. must inquire to SIC who will check whether firms have reported lost securities unless received from issuer, Fed, already inquired, already belong to customer, or transaction under $10,000
Stolen or Counterfeit securities
must be reported to SIC and Transfer Agent within 1 day of discovery. FBI must be notified promptly
Missing Securities
reported to SIC and Transfer Agent within 1 day after securities missing for 2 days.
Found securities
everyone must be notified within 1 day
Employee fingerprinting
everyone except outside directors and clerical personnel
SIPC coverage
$500,000 per customer, but no more than $250,000 cash. customer is determined by SSN.
if brokerage firms fails..
trustee appointed to sort out claims. customers will have fill out form. if registered in customer name, securities will be fine. street name is pro rata. SIPC funds the balance. anything above SIPC levels, customer becomes general creditor of b/d
Rule 17a5 required reports
-annual audit by CPA
-customers must be sent audited balance sheet and net capital within 105 days of YE
-additionally send an unaudited semi-annual balance sheet and net capital
-customer is anyone with cash/securities at firm or effected transaction within a month of issuing.
Life Records
Articles of Incorp or Partnership Agreement
Minutes of Board Meetings or Partnership Meetings
last 2 years readily available
6 year records
-General Ledger, P&S, Cash/Disbursements, Stock received/delivered, customer statements, stock record.
-last 2 years readily available
-records must be kept “current”: 1. ledger 10 days after month-end 2. blotters next business day 3. customer accts & stock record by settlement date
Wire transfer record
if over $3,000 must record all identifying info
General retention roles
if no rule, default to 6 years. complaints are kept for 4 years due to 4 year exam cycle.
net capital if carrying customer accounts
$250K - clearing or general securities firm
net capital w/ out customer accounts
$50K if securities are accepted and forwarded
$5K if securities are not accepted
“fully disclosed” firm
Acceptable debt levels
8:1 AI/NC 1st year
15:1 AI/NC after 1st year
Adjusting NC for securities differences
Short diff - reduce NC
Long diff - do not add NC
Form CTR
must be reported to FinCEN any deposits over $10,000 (or ones structured under limit) within 15 days of event.
SAR
suspicious activities must be reported to FinCEN within 30 days of event
securities delivered without additional documentation
require inquiry to SIC
Bene of both 529 and coverdell
is allowed
no load vs pure no load
no load = 12b-1 .25% or less.
pure no load = no 12b-1
both can still charge management fees, these are not regulated by FINRA.
REITs are required to distribute…
at least 90% of their net investment income
non-tax qualified retirement plan
refers to variable annuity
cost of distributing a mutual fund (compensating sales force) can be funded from…
up-front sales charges, cdsc, or 12b-1 fees
class exemption for party-in-interest and pension plan
given to broker-dealer who sells to pension plans so they can be compensated.
open-end management company selling shares
they are sold at POP, which is defined as “the next computed NAV (plus appropriate sales charge)”
selling shares at a discount to the POP is…
only acceptable if a member is selling to another member.
to sell variable annuities…
must be registered with FINRA, pass series 6 or 7, AND be registered with state insurance commission
customers who buy an ETF are still sent
a prospectus or product description since it is an investment company
