Final Exams Flashcards
What type of investors like SPACs?
Risk tolerant looking for a payday
Irrevocable trust assets. Included or excluded from estate?
Excluded from the estate
Do Zero Coupon bonds have tax implications?
Yes, bondholders pay tax each year on accretion.
Describe Accretion, context Zero Coupon bonds
Accretion is kind of like having to pay taxes on unrealized gains, but in this case it’s for interest income. Taxable at the normal ordinary income rates.
Can a BD agent sell a security in a state they’re not registered in?
Yep, if an existing client moved to that state and they’re still pending registration. Up to 60 days.
Do stop orders give you a specific price upon execution.
No. Think “Sell Stop” means “Start Selling”, meaning you start selling immediately after trigger, whatever that price is. Same goes with buying.
Are stop orders used to protect gains?
Yes, they can act as a PEG (long) or a CAP (short) to lock in investments.
Give an example of a structured note
ETN
What is the holding period required for restricted stock under Rule 144 of the Securities Exchange Act before it can be sold by affiliates?
Under Rule 144 of the Securities Act, affiliates of the issuing company must hold restricted stock for at least six months before it can be sold, assuming the company is subject to the reporting requirements of the Securities Exchange Act of 1934.
Which Act contains Rule 144 about the sale of restricted stock?
Securities Act of 1933
Securities Exchange Act of 1934
NSMIA
IA Act of 1940
34
Which forms need filing to go from state registered to federal registered?
ADV W (to withdraw from State level), ADV 1 and 2 (A [Brochure] and B [Brochure Supplement]).
Consent to service of process also needs filing but that’s part of PART 1.
How long do client files need to be kept after a client leaves an IA firm?
5 years at the end of the year.
What’s ADV-A for?
ADV-A kind of opens the business and provides the general details. After initial registration, no need to fill this out again.
Portability?
Used in the context of estate/lifetime gift tax exclusion amount. Surviving spouse can use the deceased spouse’s unused portion.
What are some very important parts of an IA contract?
Non-Assignment clause.
Term of the contract.
Clause that says notice will be given if any level of change in ownership.
Gift tax exclusions?
Tuitions if paid directly to the school. Med Expenses. Spousal gifts to an unlimited degree.
How can BD Agents split commissions?
They must be employed by the same BD and in the same state. With one exception. They can be employed by different broker dealers, as long as it’s the same common control (parent company I think).
Which one passes through gains and losses?
REITS
RELPS
RELP. Take note - LP
Which of these would be the worst for a college fund?
Educational IRA
Common stock fund
Zero Coupon Bond
Variable Life Policy
var
Mut Fund shares are ____
Redeemable.
Have fun with this one
When would these be the time frames for prospectus issuance?
90 days
40 days
25 days
0 days.
Exchanges have shorter time frames. If you’ve had an IPO before, you’re better known now and don’t have as stringent of prospectus requirements.
90 days - IPO on an OTC Market
40 days - Follow on offering on OTC Market
25 days - IPO on Exchange
0 days - Follow on offering on exchange.
Irrevocable trust. Taxable to?
The Trust. It cannot be taxed to the grantor because the grantor can’t even revoke it anymore.
Revocable trust. Taxable to?
Grantor, since the grantor can revoke it.
What’s the trust tax form number?
Hint: it’s almost the normal one
1041.
All general partners can bind. What’s that mean
Each general partner has the authority to act on behalf of the partnership. They can enter into contracts, make business decisions.
To do this though they’d need the Certificate of Limited Partnership (Birth cert), Partnership Agreement (Rights, responsibilities and authority of each owner), and some operating docs
What are three examples for statutory disqualification in the securities industry?
In the last 10 years: Any securities related misdemeanor, any felony, or revocation of an insurance license.
What docs are needed to act on behalf of a C Corp?
Corporate Resolution, Articles of Incorporation (Birth Cert), and Corporate Bylaws (Internal management/procedures of corporation).
Corporate resolution: formal doc that records decisions made by the BOD or shareholders.
What’s Beta based on?
Covariance
Which of these are these traded?
Variable annuities
Mut Funds
UITs
FACCs
Vars are not traded they’re bought.
MutFunds, FACCs and UITs are all acquired the same way - by going to the issuer and buying in the primary market.
UIT vs FACC go
First both are traded with Mutual Fund shares - primary market. Both are under Inv Comp Act of 1940.
FACCs are like Zero coupon bonds, they pay the fixed return at maturity, and are debt securities.
UITs are very similar to MutFunds, except two things: UITs are passively managed, and UITs have an end date.
UIT vs Mut Fund
Mut Fund: Active management, only in primary market, can have all kinds of things in them, Filed under INV COMP ACT 1940.
UIT: Basically a Mutual fund except passively managed, and has an end date.
When must material changes be filed?
I’m fairly certain it’s the same for both SEC and Admin, but
Material changes need prompt correction via Correcting Amendment, filed in the IARD within 30 days of the thing.
What’s the formula for Book Value?
Acquisition cost - Dep/Amort
Which are riskier?
Preferred stock or Common Stock
Common stock
Can you open a Solo 401k if you have no employees?
Yes
Sovereign bond
From Foreign company?
Or Foreign government?
Foreign Government
What is hedging in options?
You’re trying to limit losses
To which persons does the deminimis rule apply?
IARs and IA firms
They are separate but equal exemptions, example..
IA is located principally in Texas. IAR 1 has three clients in New York. IAR 2 has three clients in New York. Neither IAR 1 nor 2 have to register in NY. BUT the IA has a total of 6 clients in NY and must register there.
An individual who effects transactions with exempt securities wouldn’t need to register if they are part of what type of firm?
Issuer
ChatGPT says ERAs as well.
What’s an ETN?
It’s VERY close to Zero coupon bond.
It’s exchange traded (so it’s liquid), it doesn’t pay interest generally until maturity, and it’s an unsecured note (bond). Subject to CREDIT RISK AND MARKET RISK OF BENCHMARK.
Now that interest up there is referring to gains/losses from tracking an underlying asset/index. No taxable offenses unless you buy/sell/wait for maturity on it.
I’m a business entity that files a K-1 (1065) tax return to determine percentage ownership and dole out profits/losses to individual members, what am I?
LLC, Keyword: Members
I’m a business entity that files a K-1 (1065) tax return to determine percentage ownership and dole out profits/losses to individual partners, what am I?
Some form of Partnership.
GP, LP, LLP
I’m a business entity that files a K-1 tax return to determine percentage ownership and dole out profits/losses to individual shareholders, what am I?
S-Corp. Keyword: Shareholders.
Can an S-Corp issue shares?
Yes. And they can have a max of 100 shareholders. Remember: married couples who both own shares are considered 1 individual in this case: to squeeze in more owners.
What types of people can be shareholders in an S-corp
Citizens, residents.
NR’s are not allowed.
You buy a bond. At the time you bought it, the YTM was 4%, coupon was 5%. You sell the bond. At the time of sale the bond’s YTM was 6%.
How was the bond selling when you both bought and sold it?
Don’t overthink it.
YTM was lower than Coupon at the time you bought it - that means the bond price was premium.
YTM was higher than the Coupon at the time you sold it, that means you sold at a discount.
If you want to think a level further: The YTM on the bond is lower than coupon. That means bonds since have had lower coupon rates, which has driven up the price of the original bond and LOWERED it’s YTM (because it factors in current price).
If a bond value increases, a current yield (Coupon / now larger Market Value) decreases, and YTM decreases more.
Big Question:
Accredited Investor?
Qualified Purchaser?
Qualified Client?
Qualified Client. This is for eligibility of performance-based-fees from IA’s. $1.1 million AUM OR $2.2 Net worth without personal residence.
Qualified Purchaser. This helps with determining if a security is a federal covered security. Remember: Fed cov sec - Mut funds, Reg D 1933, Sales to Qual purchasers, Exchange listed securities and shares with seniority over Exchange listed securities.
Qualified Purchasers must have at least $5 million in securities. If a corporation, then $25 million in investments.
Accredited Investor. Someone with a net worth of $1 million or more OR annual income over $200k ($300k MFJ). Past two years at that income level and expected to continue (no soon to retirees). Accredited investors is used in federal law under Reg D 1933. Two types.
Reg D 506(b): max of 35 non-accredited allowed. NO ADVERTISING.
Reg D 506(c): only accredited investors. Advertising/solicitation allowed generally.
Big Question:
Accredited Investor?
Qualified Purchaser?
Qualified Client?
Qualified Client. This is for eligibility of performance-based-fees from IA’s. $1.1 million AUM OR $2.2 Net worth without personal residence.
Qualified Purchaser. This helps with determining if a security is a federal covered security. Remember: Fed cov sec - Mut funds, Reg D 1933, Sales to Qual purchasers, Exchange listed securities and shares with seniority over Exchange listed securities.
Qualified Purchasers must have at least $5 million in securities. If a corporation, then $25 million in investments.
Accredited Investor. Someone with a net worth of $1 million or more OR annual income over $200k ($300k MFJ). Past two years at that income level and expected to continue (no soon to retirees).
Two types.
Reg D 506(b): max of 35 non-accredited allowed. NO ADVERTISING.
Reg D 506(c): only accredited investors. Advertising/solicitation allowed generally.
Big Question:
Accredited Investor?
Qualified Purchaser?
Qualified Client?
Qualified Client. This is for eligibility of performance-based-fees from IA’s. $1.1 million AUM OR $2.2 Net worth without personal residence.
Qualified Purchaser. This helps with determining if a security is a federal covered security. Remember: Fed cov sec - Mut funds, Reg D 1933, Sales to Qual purchasers, Exchange listed securities and shares with seniority over Exchange listed securities.
Qualified Purchasers must have at least $5 million in securities. If a corporation, then $25 million in investments.
Accredited Investor. Someone with a net worth of $1 million or more OR annual income over $200k ($300k MFJ). Past two years at that income level and expected to continue (no soon to retirees). Accredited investors is used in federal law under Reg D 1933. Two types.
Reg D 506(b): max of 35 non-accredited allowed. NO ADVERTISING.
Reg D 506(c): only accredited investors. Advertising/solicitation allowed generally.
Big Question:
Accredited Investor?
Qualified Purchaser?
Qualified Client?
Qualified Client. This is for eligibility of performance-based-fees from IA’s. $1.1 million AUM OR $2.2 Net worth without personal residence.
Qualified Purchaser. This helps with determining if a security is a federal covered security. Remember: Fed cov sec - Mut funds, Reg D 1933, Sales to Qual purchasers, Exchange listed securities and shares with seniority over Exchange listed securities.
Qualified Purchasers must have at least $5 million in securities. If a corporation, then $25 million in investments.
Accredited Investor. Someone with a net worth of $1 million or more OR annual income over $200k ($300k MFJ). Past two years at that income level and expected to continue (no soon to retirees). Accredited investors is used in federal law under Reg D 1933. Two types.
Reg D 506(b): max of 35 non-accredited allowed. NO ADVERTISING.
Reg D 506(c): only accredited investors. Advertising/solicitation allowed generally.
Types of Federal Covered Securities, and which are required to notice file with the Administrator?
Exchange listed securities, Shares with higher seniority than their exchange listed securities (example preferred stock), Shares sold to Qualified Purchasers ($5mn or more in securities).
-These are NOT required to notice file
Investment company shares, Reg D under 1933 (accredited one, not state one), may be required to notice file.
Must Exempt Reporting Advisors Notice File?
And what are they?
They must notice file and pay a fee with Admin.
Advisors to Private Funds with LESS THAN $150 million, and advisors to venture capital funds are ERAs.
If that private fund crosses $150mn, they must file with SEC.
Interest rate risk hits longer term or shorter term bonds harder?
Longer term, because higher duration. Duration measures sensitivity of price to interest rate changes.
What’s the Price to Book Ratio?
It’s basically the MVE against the Accounting Value of the company.
MV Share / Book value of share
Both are outstanding shares.
How much more than par are the shares currently selling for?
Bankers Acceptances. FDIC Covered?
No. And whenever you see this think imports, exports.
Demand Deposits. FDIC Covered?
Yes.
Demand deposits include both Savings and Checking accounts.
Brokered CD’s FDIC Covered?
Yes
Brokered CD vs Non-Negotiable CD vs Negotiable CD vs Traditional CD?
All are covered by FDIC up to the $250k limit per account type per issuer.
Two main types of CDs:
Negotiable CDs are issued by banks. Higher denominations $100k or more. Can be traded in the secondary market.
Non-Negotiable CDs are issued by banks or credit unions. No secondary market trading and EWPs.
Brokered CDs are NEGOTIABLE, and are issued by banks but sold through brokerage firm.
Traditional CDs are NON-NEGOTIABLE, and are issued by banks or credit unions.
Duration vs Convexity
Duration looks at changes in price from changes in interest rates.
Convexity looks at changes in Duration from changes in interest rates.
Capacities. Principal vs Agency vs Broker vs Dealer
Principal and Dealer are the same. You’re buying and selling for/from the firm’s inventory and are charging markups and markdowns.
Broker and Agency are the same. You’re effecting securities transactions for others and charging commissions on those transactions.
For Agency, think Agent - they get commissions.
Where are SPAC shares issued initially?
IPO in the primary market, and then they end up on the exchanges registered with the SEC. They don’t do OTC markets.
Can you have capital gains under the passive income umbrella?
Kinda. Capital gains earned from LP are treated as capital gains on personal tax returns.
ABC test. What’s the nuance for A?
A- Advice must be periodic, regular advice.
What’s Layering?
Relates to Money Laundering. Means that you’re blending real money with illicit money.
Inherited IRA with an adult kid, how can they deal with distributions?
10 year rule. The account must be emptied by the 10th anniversary of the end of the year of the death. So, person died in June of 2024. That means the account has to be emptied by December 31, 2034.
What must BD’s have in order to require the posting of a surety bond?
Custody / Discretion
Are LEAPS derivatives?
Yes. They’re long term options, and options are derivatives.
Several money managers have had differing rates of deposits and returns. How should we compare their returns fairly?
Time weighted return for money managers
Dollar weighted returns for individuals/investors.
Can an IAR manage the portfolio of an estate?
Yea
Preferred stock pricing follows which?
Tbonds
Tbills
CDs
Common stock
Preferred stock pricing (non-convertible) closely follows Tbonds.
If you see a question that says “registered representative”, what must you realize?
FEDERAL LAW
If you see a question that says “person” what must you remember?
It could be a natural person or a firm.
Cumulative Preferred stock has skimped on the last few years of dividends. What’s this mean?
You gotta include the amount they should’ve paid on top of what was paid, to the amount this year
ERAs from state registration includes private fund advisers. What type of customers can invest in these private funds?
Accredited and up (Qual and Qual)
What do trade blotters need?
Transaction unit value, transaction total value, trade date, account of trade.
Trade blotters are internal
Who enacts fiscal policy?
President and congress
Random Walker is another term for:
Efficient Market
Who are the big three Government securities agencies and which one actually has the backing?
Ginnie Mae (GNMA). This one has the Full faith and credit of the US Gov.
Other two are:
Fannie Mae and Freddie Mac
Efficient portfolio, Optimal portfolio =
Highest returns at lowest risk
A Bond is called at a premium, how does this affect the YTC?
YTC goes up. You’re gonna get paid more money at call or something. Just memorize this for this exam.
Viatical Settlements can be offered to which type of investors?
SUITABLE Investors.
According to NASAA, anyone who meets the definition of Accredited Investor under Sec Act 33, qualifies as a Suitable Investor..
Acc:
Net worth of $1 million
Or Income > $200k ($300k MFJ) last two years and expected to continue
Below also qualify as suitable:
Or Executive officer, director, partner of the firm
Or single or MFJ that has NW of $150,000 AND Gross income >$100k (house excluded here)
Or Minimum net worth of $250,000 (house excluded here)
What are the qualifiers for Accredited investors?
$1 million Net worth
Or $200k ($300k MFJ) income past two years, expected to continue
High spread between Bid and Ask. Efficient or Inefficient?
Inefficient. Potentially illiquid.
Low spread between bid and ask. Eff or Ineff?
Efficient. Probably liquid.
What do you do as an IAR if an ERISA plan participant didn’t tell you what to invest in?
You allocate the client’s retirement plan assets in a way that complies with a QDIA (Qualified Default Investment Alternative). ERISA says if the allocation matches the QDIA standards, then the IAR cannot be held legally responsible if shit hits the fan.
When is form CRS submitted and filled out?
Customer Relationship Summary Form. Must be documented whenever a new account is opened. This is also true if an existing customer opens a new account.
Can BD agents and IAR’s borrow from family members? How about share an account with a client?
In both cases, BD Agents can, IAR’s cannot.
If you want to participate in recurring investments, which is better ETF or Mut Funds?
Mut Funds. If you continuously invest in the same one, they’ll often waive the sales charge.
ETFs incur brokerage commissions each time you purchase them, which means DCA doesn’t work as well here as with MutFunds.
What four things are needed to do a cross trades?
Written disclosure to the client (this may not be the best idea), Revocable written consent from the customer, Written confirmation with details and date, Annual updates sent to client.
How often are P-stock divs paid?
Quarterly
How do you hedge market risk?
Index Cap stocks…?
A client is risk averse and needs income, what should they invest in?
CD’s. Highly liquid, low risk, provides income.
Which of these are sold by markup?
ETFs
Mutual Funds
Fixed Income Securities
Fixed income is sold with markups. ETFs are sold at NAV + commission, Mutual Fund shares are sold at the NAV + Sales charge (POP).
You see a life insurance question that mentions conservative. What do you think immediately?
STC - Whole
I think Term also fits.
Under the USA, are banks considered BDs?
No, BUT they CAN BE if they do BD stuff, in which case they’d have to register as such. Generally they’d create a subsidiary to register as a BD, rather than registering the entire bank.
JTIC provides owners with undivided interest in the account. What’s that?
Undivided interest means the assets are not separated by amount, but they are responsible for a portion/percentage of the account.
These accounts avoid Probate. (Not trusts)
Common property (only for married couples), JTWROS, Pay on Death, Transfer on Death.
Does JTIC go to probate?
YES. JTIC goes to the estate on death, which then goes through probate.
Which can have more owners? LPs or S-corps
LPs. At most S-corps can have 100 owners (200 if all are married).
Under USA, are you an agent if you trade commodities?
NO. You have to trade securities to need to be registered as an agent.
What’s high P/E mean in the context of future earnings?
You’re expecting higher future earnings.
What’s special about commodities?
They give UNCORRELATED returns.
Which method uses price charts?
Technical analysis looks at market prices of a company’s stock historically.
Fundamental analysis = financial analysis where company’s financial statements are looked at.
Pension consultant is advising. IAR?
Yes, don’t think about it.
At what point in the business cycle do you get a decrease in purchasing power (inflation)?
Peak is when you start to feel inflation.
You have insider info on a company. Client calls and places a massive order on the stock, what do you do?
You complete the order and do not disclose anything to the client. You can talk to your compliance officer.
Think about it, if you complete the order, there’s no chance that the client will feel anything is wrong. If you refuse, client may realize that something’s going on.
Up to 35 non-accredited investors can purchase securities in this exempt transaction. What is it?
Securities Act of 1933, Regulation D, Section 506(b).
Think 506(b) But No advertising or solicitation.
There’s also Section 506(c) where general solicitation and advertising are both allowed as long as all investors are accredited.
Name the four markets.
1st, 2nd, 3rd, 4th.
1st - Primary, this is the market between the issuing company and their customers directly. This includes Mutual Funds, FACCs, UITs.
2nd - Secondary, this includes the National Exchanges and OTC markets. Pink market’s in here too if your security is shitty enough.
3rd - This is for securities that are trading OTC despite being listed on an Exchange.
4th - This is the market between institutions.
Time period usages for Quick Ratio and Acid Test Ratio?
Quick ratio is within the year, while Acid Test Ratio is within 1-3 months.