Invesetments - Bryant Flashcards
Investment Company Act of 1940: who must register?
When must the required parties disclose their information to investors?
What doesn’t the SEC supervise or weigh in on?
This Act regulates the organization of companies, including mutual funds, that engage primarily in investing, reinvesting, and trading in securities, and whose own securities are offered to the investing public.
The regulation is designed to minimize conflicts of interest that arise in these complex operations.
The Act requires these companies to disclose their financial condition and investment policies to investors when:
- stock is initially sold and,
- subsequently, on a regular basis.
The focus of this Act is on disclosure to the investing public of information about the fund and its investment objectives, as well as on investment company structure and operations.
It is important to remember that the Act does not permit the SEC to directly supervise the investment decisions or activities of these companies or judge the merits of their investments.
Securities Act of 1933
Often referred to as the “truth in securities” law, the Securities Act of 1933 has two basic objectives:
-
Public Info for Public Sale Securities:
- require that investors receive financial and other significant information concerning securities being offered for public sale; and
-
Prevent Fraud:
- prohibit deceit, misrepresentations, and other fraud in the sale of securities.
Purpose of Registration:
- A primary means of accomplishing these goals is the disclosure of important financial information through the registration of securities. This information enables investors, not the government, to make informed judgments about whether to purchase a company’s securities.
- While the SEC requires that the information provided be accurate, it does not guarantee it.
- Investors who purchase securities and suffer losses have important recovery rights if they can prove that there was incomplete or inaccurate disclosure of important information.
What was the purpose of the Securities Exchange Act of 1934?
- SEC
- Fraud prevention and disciplinary powers
- Authorized to require periodic reporting of information by companies with publicly traded securities
Registration Process under Securities Act of 1933
What are the requirements?
What are the Exemptions?
In general, securities sold in the U.S. must be registered
Requirements: the registration forms companies file provide essential facts while minimizing the burden and expense of complying with the law:
- a description of the company’s properties and business;
- a description of the security to be offered for sale;
- information about the management of the company; and
- financial statements certified by independent accountants.
Exemptions:
- private offerings to a limited number of persons or institutions;
- offerings of limited size;
- intrastate offerings; and
- securities of municipal, state, and federal governments
Why Exempt?
- By exempting many small offerings from the registration process, the SEC seeks to foster capital formation by lowering the cost of offering securities to the public.
What are the powers of the SEC?
What are the Periodic Reporting requirements?
When must proxy materials be filed with the SEC?
What is the threshold for Tender Offer that forces information to be filed with SEC?
Insider Trading?
Who is required to register with the SEC under the 1934 Act?
1934 Act - Empowers the SEC with road authority over all aspects of the securities industry, including the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies as well as the nation’s securities self regulatory organizations (SROs). The various securities exchanges, such as the New York Stock Exchange, the NASDAQ Stock Market, and the Chicago Board of Options are SROs. The Financial Industry Regulatory Authority (FINRA) is also an SRO.
Periodic Reporting
- Annual & Periodic Reports:
- $10 Million in assets
- 500 owners
- These reports are available to the public through the SEC’s EDGAR database
- Proxy Solicitation
- The Securities Exchange Act also governs the disclosure in materials used to solicit shareholders’ votes in annual or special meetings held for the election of directors and the approval of other corporate action. This information, contained in proxy materials, must be filed with the Commission in advance of any solicitation to ensure compliance with the disclosure rules. Solicitations, whether by management or shareholder groups, must disclose all important facts concerning the issues on which holders are asked to vote.
- Tender Offers
- the Securities Exchange Act requires disclosure of important information by anyone seeking to acquire more than 5 percent of a company’s securities by direct purchase or tender offer. Such an offer often is extended in an effort to gain control of the company. As with the proxy rules, this allows shareholders to make informed decisions on these critical corporate events
- Insider Trading
- The securities laws broadly prohibit fraudulent activities of any kind in connection with the offer, purchase, or sale of securities. These provisions are the basis for many types of disciplinary actions, including actions against fraudulent insider trading. Insider trading is illegal when a person trades a security while in possession of material nonpublic information in violation of a duty to withhold the information or refrain from trading.
- SEC Registration under 1934 Act
- The Act requires a variety of market participants to register with the Commission, including exchanges, brokers and dealers, transfer agents, and clearing agencies. Registration for these organizations involves filing disclosure documents that are updated on a regular basis.
- The exchanges and the Financial Industry Regulatory Authority (FINRA) are identified as self-regulatory organizations (SRO). SROs must create rules that allow for disciplining members for improper conduct and for establishing measures to ensure market integrity and investor protection. SRO proposed rules are subject to SEC review and published to solicit public comment. While many SRO proposed rules are effective upon filing, some are subject to SEC approval before they can go into effect.
What type of Securities does the 1939 Trust Indenture Act apply to?
What is the interplay between the Trust Indenture Act of 1939 and Securities Act of 1933
Securities - Offered for PUBLIC SALE:
- Bonds
- Debentures
- and notes
Interplay:
- Even though such securities may be registered under the Securities Act, they may not be offered for sale to the public unless a formal agreement between the issuer of bonds and the bondholder, known as the trust indenture, conforms to the standards of this Act.
What are the requirements for an adviser to register under the Act?
Who do they register with?
This law regulates investment advisers. With certain exceptions, this Act requires that firms or sole practitioners compensated for advising others about securities investments must register with the SEC and conform to regulations designed to protect investors.
Since the Act was amended in 1996 and 2010, generally only advisers who
- have at least $100 million of assets under management or
- advise a registered investment company must register with the Commission.
What was the purpose of the Sarbanes-Oxley Act of 2002
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, which he characterized as “the most far reaching reforms of American business practices since the time of Franklin Delano Roosevelt.”
The Act mandated a number of reforms to
- enhance corporate responsibility,
- enhance financial disclosures and
- combat corporate and accounting fraud, and created the “Public Company Accounting Oversight Board,” also known as the PCAOB, to oversee the activities of the auditing profession.
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010 by President Barack Obama. The legislation set out to reshape the U.S. regulatory system in a number of areas including but not limited to consumer protection, trading restrictions, credit ratings, regulation of financial products, corporate governance and disclosure, and transparency.
The Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted on April 5, 2012
The Jumpstart Our Business Startups Act (the “JOBS Act”) was enacted on April 5, 2012. The JOBS Act aims to help businesses raise funds in public capital markets by minimizing regulatory requirements.
What is an investment company under the 1940 Act?
What are the 3 basic types?
What are some types of exclusions?
Any issuer which:
- is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities
- is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type, or has been engaged in such business and has any such certificate outstanding
- is engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of Government securities and cash items) on an unconsolidated basis.
3 Basic Types:
- Mutual Funds - legally known as open-end companies
- Closed-end funds - legally known as closed-end companies
- UITs - legally known as unit investment trusts
Exclusions - (e.g. most Hedge Funds)
- Private Investment Funds with no more than 100 investors, and
- Private investment Funds whose investors each have a substantial amount of investment assets
3.
What are the share features of Mutual Funds, Close-end funds, and UITS?
Redeem Shares?
- Mutual Funds = Yes
- Close-End Funds = No
- Instead, when closed-end fund investors want to sell their shares, they generally sell them to other investors on the secondary market, at a price determined by the market
- UITs = Yes
What are some variations within each type of investment company?
- Stock Funds
- Bond Funds
- Money Market Funds
- Index Funds
- Interval Funds
- Exchange Traded Funds (ETFs)
NAV = ($ of Stock A x # of shares of Stock A) + ($ of Stock B x # of shares of Stock B) - Liabilities
NAV per share = NAV / Outstanding shares
Example 1
Assume that a mutual fund has $100 million worth of total investments in different securities, which is calculated based on the day’s closing prices for each individual asset. It also has $7 million of cash and cash equivalents on hand, as well $4 million in total receivables. Accrued income for the day is $75,000. The fund has $13 million in short-term liabilities and $2 million in long-term liabilities. Accrued expenses for the day are $10,000. The fund has 5 million shares outstanding. The NAV is calculated as:
How often is NAV updated?
Example 1
NAV = [($100,000,000 + $7,000,000 + $4,000,000 + $75,000) - ($13,000,000 + $2,000,000 + $10,000)] / 5,000,000 = ($111,075,000 - $15,010,000) / 5,000,000 = $19.21
How often is NAV updated?
It is important to note that while NAV is computed and reported as of a particular business date, all of the buy and sell orders for mutual funds are processed based on the cutoff time at the NAV of the trade date. For instance, if the regulators mandate a cutoff time of 1:30 p.m., then buy and sell orders received before 1:30 p.m. will be executed at the NAV of that particular date. Any orders received after the cutoff time will be processed based on the NAV of the next business day.
What are the life spans of a UIT
- Life span
- As short as 6 months (unit trusts of money market instruments)
- As long as 20 years or more
- Life span
- As short as 6 months (unit trusts of money market instruments)
- As long as 20 years or more
What are the advantages of a Mutual Fund?
What are the disadvantages of Mutual Fund?
Advantages
- Diversification
- you purchase a small fraction of the mutual fund’s diversified holdings
- Professional Management
- Lets you gain access to professional management
- Minimal transaction costs
- Economies of Scale
- Liquidity
- open-end fund shares are easy to convert to cash
- Flexibility
- Over 7,300 mutual funds with varying objectives and risk levels
- Service
- Mutual funds can provide book-keeping services, checking accounts / automatic systems to add & withdraw from your account. buy sell online?
Disadvantages
- Lower than market performance
- on average, most mutual funds under-perform the market
- A top-performing actively managed fund might do well in the first few years. It achieves above-average returns, which attracts more investors. Then the assets of the fund grow too large to manage as well as they were managed in the past, and returns begin to shift from above-average to below-average.
- By the time most investors discover a top-performing mutual fund, they’ve missed the above-average returns. You rarely capture the best returns because you’ve invested based primarily on past performance.
- Costs
- Ongoing annual fees to keep you invested in the fund.
- Transaction fees paid when you buy or sell shares in a fund (also known as loads).
- Narrow Specialization
- Many funds have become very narrow in specialization or segmentation. The result is less diversification
- Systematic Risk
- Mutual Funds won’t protect against systematic risk
- Taxes
- When mutual funds sell securities within their portfolios for a profit, the majority of the capital gain is distributed to the shareholders. There is a lack of control of the holding period, so the distributed gains can have more short-term gains (which are taxed as income) than long-term gains (which are taxed at a lower fixed percentage)
- When it comes to distributions, the difference between ordinary income and capital gains has nothing to do with how long you have owned shares in a mutual fund, but rather how long that fund has held an individual investment within its portfolio.
- Unrealized Capital Gain
- When you buy a fund, you are essentially buying someone else’s tax liability. The difference between the market value of the stocks currently held by the fund, and what the fund paid for the stock (the fund’s basis) is known as “unrealized capital gain.” This data, along with fund turnover (how often a fund trades its securities) information, will be a fairly good predictor of realized capital gains, as described under the tax disadvantage, above. The very nature of a mutual fund necessarily means that the newest shareholders will subsidize the capital gain taxes for the longer-term shareholders
- Style Drift
- Over time, the internal fund managers who make asset allocation and security selection decisions, may deviate from the stated fund’s objective
- Poor Estate Planning
- Mutual funds do not lend themselves for basic estate planning issues such as giving your highly appreciated assets away, and selling losers for tax breaks
- Transaction Price
- Can only buy or sell at a price at the end of the trading day. This can be a huge disadvantage in a rapidly moving market
Tax Treatment Strategies under Mutual Funds
- Consider the timing of fund purchases and sales relative to distributions?
- Year-end fund distributions apply to all shareholders equally, so if you buy shares in a fund just before the distribution occurs, you’ll have to pay tax on any gains incurred from shares throughout the entire year, well before you owned the shares. This could have a significant tax impact.
- Selling a fund prior to the distribution will generally result in more capital gain or less loss than if you sell the shares after the distribution, if you only take into account market price changes reflecting the distribution. Selling shares after the distribution usually will yield less gain or more loss.
- If you are considering a purchase or sale around the time of a distribution, there are many other factors to consider, including the size of the dividend relative to the size of your expected investment and how the transaction may fit in your overall tax strategy. Consult a tax or other advisor regarding your specific situation.
- Consider the fund’s turnover rate?
- Since a capital gain must be reported each time a purchase or sale of shares is made, funds that trade securities in and out very frequently may be apt to accumulate more taxable gains. Additionally, trading fees associated with this activity may also increase costs, cutting into net earnings.
- Fidelity offers Index Funds, which tend to have lower turnover than actively managed funds. You can also use the Fund Evaluator in Mutual Funds Research and include turnover as a factor in your search criteria (located in the advanced criteria under Fund Management).
- Again, taxes are only one of many factors you should consider when choosing a mutual fund. Consult a tax or other advisor regarding your specific situation.
Closed-End Funds?
What is the relationship of NAV and closed-end funds?
Initial offer of a SET number of shares that are then traded exclusively in the secondary market
Although their value is also based on the fund’s NAV, the actual price of the fund is determined by supply and demand, so it can trade at prices above or below the value of its holdings.
Closed-End Fund vs. Closed Fund
Don’t confuse a closed-end fund with a “closed fund,” which is an open-end fund that no longer accepts new investors.
Expense Ratio
EXAMPLE:
Let’s say you own a mutual fund that is valued at $10 per share. It has a gross return of 10%, meaning its total investment return was $1 per share. If there were no fees, the fund share would be valued at $11, but the fund manager deducts 1% in fees, so your actual investment return is…
What has a higher expense ratio:
- Actively Managed funds vs. Passive or Index Funds?
- International Funds vs. Domestic Funds?
- Small-Cap Funds vs. Large-Cap Funds?
- NOTES
- Different companies charge different expense ratios for similar funds…always need to check yourself.
- When comparing fund fees, keep the items above in mind. It doesn’t make sense to compare the fund fee on a U.S. large-cap fund to one on an international fund. That is not an apples-to-apples comparison.
IN EVERY SINGLE MUTUAL FUND
It costs money to run a mutual fund. Some funds cost more to operate than others. Regardless of the cost, all mutual funds have a fee referred to as an expense ratio, or sometimes called a management fee or an operating expense. This fee is deducted from the total assets of the fund before your share price is determined. Like many other fees and expenses related to mutual funds, the expense ratio does not represent a charge that is directly payable by the investor. Instead, the expenses are taken from the mutual fund assets.
Example:
0.89 cents instead of the full $1, and after fees, your share is worth $10.89.
Higher Expense Ratio:
- Actively Managed Funds
- This is because an actively managed fund is conducting ongoing research trying to determine the best securities to own. This research costs more, but statistics show you don’t get what you pay for.
- International Funds
- It costs more to purchase investments that are traded outside of the U.S. This higher cost is passed along in the form of higher expense ratios
- Small-Cap Funds
- It costs more to buy and sell small stocks than large ones. This higher cost is passed along in the form of higher expense ratios.
What are the basics of Front-End Loads?
What is the percentage paid?
What class of shares charges Front-End Loads in Mutual Funds?
When is the front-end load fee waived?
What is the relationship between the expense ratio between Mutual Funds A-Share and other classes of shares?
The term most often applies to mutual fund investments, but may also apply to insurance policies or annuities. The front-end load is deducted from the initial deposit, or purchase funds and, as a result, lowers the amount of money actually going into the investment product OR raises the total amount required
- Let’s say you are buying a fund that is valued at $10 per share and has a 5% front-end sales charge or load. You will pay approximately $10.52 for each share purchased, as a 5% sales fee will be added on to the initial purchase price of your shares
- To illustrate how the load works let’s say an investor invests $10,000 in the AGTHX fund. They will pay a front-end load of 5.75%, or $575. The remaining $9,425 is used to purchase shares of the mutual fund at the current share net asset value (NAV) price.
Percentage Paid?
- The percentage paid for the front-end load varies among investment companies but typically falls within a range of 3.75% to 5.75%. Lower front-end loads are found in bond mutual funds, annuities, and life insurance policies. Higher sales charges are assessed for equity-based mutual funds
Mutual Fund Class of Shares?
- Class A Shares
Waiver?
- With a front-end load fund, if your total investment amount exceeds a threshold amount and you are willing to invest it all into the same fund family, you may qualify for what is called a “breakpoint,” or a lower upfront fee
- Generally, the sales charge on a load mutual fund is waived if such a fund is included as an investment option in a retirement plan such as a 401(k).
Expense Ratio:
- For instance, front-end loads eliminate the need to continually pay additional fees and commissions as time progresses, allowing the capital to grow unimpeded over the long-term. Mutual fund A-shares—the class that carries front-end loads—pay lower expense ratios than other shares pay.
- Expense ratios are the annual management and marketing fees.