Series 65 Flashcards
Investment Act of 1940
The Investment Advisers Act of 1940 was enacted to protect the public by requiring those who provide investment advice for compensation to register as advisers with the Securities and Exchange Commission (SEC).
The 3 criteria that must be present to require registration as an investment adviser
- Giving advice about securities
- Being in the business of giving that advice
- Being compensated for that advice
Exemptions from registration as an IA under the Investment Act of 1940
Banks, or bank holding companies
Professionals, such as lawyers, accountants, teachers, etc., whose advice is incidental to their profession and who receive no special compensation for making recommendations
Publishers of bona fide newspapers, magazines or financial publications of a general and regular circulation
Government securities advisers
Broker-dealers and their registered representatives whose advisery services are incidental to the securities business and who receive no special compensation for making recommendations
IAs whose clients are all residents of the state of the IA’s principal office and who do not provide advice on securities traded on any national exchange
IAs whose only clients are insurance companies
IAs who qualify for the private-adviser exemption (i.e., less than 15 clients, do not hold themselves out to the public as investment advisers and do not advise registered investment companies)
You can expect at least one question on the “out of state” clients
preferred stock
also represents equity ownership in a corporation, but usually does not have the same voting rights or appreciation potential
Normally pays a fixed quarterly dividend
Has priority claims over common stock
Capital appreciation
Increase in the market price of securities
dividend yield
Annual dividend/stock price
Rights of stockholders
Common stockholders have the right to vote for corporate directors
Stock is freely transferable to anyone who wants to buy it or receive it as a gift
A right to limited access to the corporation’s books
The right to receive an audited set of financial statements of the company’s performance each year (annual statement)
Usually have preemptive right to maintain their proportionate share of ownership in the corporation
Limited liability of equity ownership
One is personally at risk only for the amount invested
Risks of equity ownership
Market risk
Decreased or no income
Low priority at dissolution
Benefits of equity ownership
Potential capital appreciation
Income from dividends
Hedge against inflation
Preferred stock
Is an equity security because it represents a class of ownership in the issuing corporation Shares characteristics with a debt security
Rate of return on a preferred stock
Is fixed rather than subject to variation as with common stock. As a result, its price tends to fluctuate with changes in interest rates rather with the issuing company’s business prospects unless, dramatic changes occur in the company’s ability to pay dividends (called interest rate or money rate risk)
Voting rights of preferred stock
Unlike common stock, most preferred stock is nonvoting.
Benefits of preferred stock
Less growth potential than common stocks, but preferred stockholders must be paid prior to common stockholders
Fixed dividend is a key feature for income-oriented investors
Prior claim over common stockholders, but after debt holders in event of bankruptcy
Has no preset maturity date so it functions like a perpetual security
Straight (noncumulative) preferred stock
Has no special features beyond the stated dividend payment. Missed dividends are not paid to the holder
Cumulative preferred stock
Accrues payments due its shareholders in the event dividends are reduced or suspended
Dividends in arrears must be paid to preferred stockholders before any dividends are paid to common stockholders
Because of this unique feature found only with cumulative preferred stock, an investor seeking steady income would find this to be most suitable type of preferred stock
Callable (or redeemable) preferred stock
Company can buy back stock from investors at a stated price after a specified date. The right to call the stock allows the company to replace a relatively high fixed dividend obligation with a lower one when the cost of money has gone down.
Convertible preferred stock
Allows the owner to exchange the shares for a fixed number of common stock shares. Because the value of a convertible preferred stock is linked to the value of the common stock, the convertible preferred’ s price tends to fluctuate in line with the common. Generally issued with a lower stated dividend.
Adjustable (variable) rate preferred stock
Usually tied to the rates of other interest rate benchmarks (e.g. T-bills and money market rates). Because the payment adjusts to current interest rates, the price of the stock remains relatively stable. For investors looking for income through preferred stocks, this would be their least appropriate choice.
Risks of owning preferred stock
As a fixed income security, there is no inflation protection
As a fixed income security, when interest rates rise, the value of preferred shares decline
As an equity security, there is the risk that dividends may be skipped
As an equity security, all creditors except for common stockholders have prior claim
Benefits of preferred stock
Fixed income from dividends
Prior claim ahead of common stock
Convertible preferred sacrifices income in exchange for potential appreciation
Preferred stock risks
Market risks
Possible loss of purchasing power
Interest rate risk
Business difficulties risk- e.g. bankruptcy
American Depositary Receipts (ADRs)
Are negotiable securities that represent a receipt for shares of stock in non-US corporation usually from 1-10 shares. Everything is done in English and in US dollars. Most common stockholder rights apply to ADR owners.
Currency risk for ADR owners
In addition to normal stock ownership risks, ADR investors are subject to currency risk. ADRs are issued by domestic branches of American banks and even though they are traded in US dollars, they still bear currency risk