Unit 2: Investment Company Securities & Variable Contracts Flashcards
Variable Annuities
popular retirement instrument that may invest in mutual funds or may invest directly in individual securities for the purpose of funding a customer’s retirement
most suitable for someone who can fund the contract with cash
not suitable for anyone who might need the lump sum of cash back
Investment Company Act of 1940
three types of investment companies:
- face-amount certificate companies (FACs)
- unit investment trusts (UITs)
- management investment companies
requires that a mutual fund must have $3 of assets for each $1 it borrows
Face-Amount Certificate Companies (FACs)
contract between an investor and an issuer in which the issuer guarantees payment of a stated (face amount) sum to the investor at some set date in the future
- classified as investment companies
- pay a fixed rate of return
- do not trade in the secondary market but are redeemed by the issuer
very few operate today
Unit Investment Trusts (UITs)
- investment companies
- UIT shares are not traded in the secondary market, they must be redeemed by the trust
- UITs are not actively managed, there is no board of directors or investment advisor
fixed UIT: purchases a portfolio of bonds and terminates when the bonds in the portfolio mature
nonfixed UIT: purchases shares of an underlying mutual fund
similar to a mutual fund
Management Investment Companies
actively manages a securities portfolio to achieve a stated investment objective
either closed-end or open-end
both sell shares to the public in an initial public offering
can be diversified or nondiversified
Closed-end Investment Companies
- fixed, single offering of shares
- may issue common and preferred stock and debt securities
- issues full shares only
- initial primary offering limited to authorized number of shares to be sold, secondary trading in OTC or on an exchange, does not redeem shares
- price determined by supply & demand
- shareholder rights: dividends, voting, and preemptive rights
- are sold with prospectus during IPO only
- FINRA sets ex-date
Open-end Investment Companies
- unlimited, continuous offering of shares
- issues common stock only
- issues full or fractional shares
- sold and redeemed by the fund only, continuous primary offering, must redeem shares
- Shareholder rights: dividends, voting
- board of directors sets ex-date
may borrow from banks provided their asset-to-debt ration is not less than 3:1 or 300%
similar to mutual funds
Diversified investment company
one that meets requirements of the 75-5-10 test
75% of fund’s total assets must be invested in securities issued by companies other than the investment company itself or its affiliates
no more than 5% of fund’s total assets are invested in the securities of any one issuer (part of 75%)
no more than 10% of the outstanding voting securities of any one issuer is owned (part of 75%)
NonDiversified Investment Company
does not meet the 75-5-10 test
Hedge Funds
type of equity security with similarities to a mutual fund
hedge fund does not have to register with the SEC
have high min. initial investment requirements and are only available to accredited investors
free to adopt far riskier investment policies than ordinary mutual funds
Real Estate Investment Trusts (REITs)
- an owner of REITs holds an undivided interest in a pool of real estate investments
- trade on exchanges and OTC
- not investment companies (open or close-end)
- offer dividends and gains to investors but do not pass through losses like limited partnerships and are not considered to be direct participation programs (DPPs)
SEC registration
companies may register for SEC if they are
1. in the business of investing in, reinvesting in, owning, holding or trading securities
OR
2. 40% or more of the company’s assets are invested in securities
need at least $100,000 in net assets and clearly defined investment objective
two parts:
1. Part 1, N1-A Prospectus
2. Part 2, statement of additional information (SAI)
disclaimer
Investment Company Prospectus
mutual funds must always be sold with a prospectus
closed-end funds must be sold with prospectus in their IPO only
financial info in a prospectus may be no more than 16 months old
Margin
the use of money borrowed from a bank through a brokerage firm to purchase securities
Mutual Fund trading activities prohibited by the SEC
margin account trading
short selling
joint account trading
naked (uncovered) options trading strategies
Board of Directors duties
defines the type of funds to offer
defines the fund’s objective
approves/hires the transfer agent, custodian and investment advisor
at least 40% of directors must be independent or non interested persons
Underwriter
distributes fund shares
paid by sales charge
Transfer Agent
customer service
redeems shares
paid from fund income
Custodian
safekeeper of funds and securities
paid from fund income
generally a commercial bank
investment advisor
trades the portfolio
adheres to portfolio objectives
paid from fund income
fee is largest fund expense
Statutory Prospectus (full)
- must be distributed to an investor before or during the solicitation
- contains fund’s objective, investment policies, sales charges, management expenses, and services offered
- discloses 1, 5, & 10 year performance histories or performance over the life of the fund whichever is shorter
Summary Prospectus
summary of key information in the fund’s statutory prospectus
after receiving this, investors will either purchase fund shares using the application found therein or request a statutory prospectus
if investor purchases fund shares after summary prospectus, they must receive a copy of the statutory prospectus no later than the confirmation of the sale
Statement of Additional Information (SAI)
required by Mutual funds and closed-end funds to have available to investors upon request without charge
additional info from prospectus
- blaance sheet
- statement of operations
- income statement
- portfolio list at the time the SAI was compiled
Financial Report
Investment Company Act of 1940 requires that shareholders receive financial reports at least semiannually
one of these must be an audited annual report
Mutual Funds Characteristics
- offer guaranteed marketability
- redeemable securities, do not trade in secondary market
- professional investment adviser manages the portfolio for investors
- provide diversification by investing in diff companies
- allow minimum investment $500 or less to open an account and allow additional investment for as little as $25
- investor has voting rights of one vote per share
- contain manage portfolios
- regulated by investment company act of 1940
Net Asset Value (NAV) formula
determines price of mutual fund shares because they don’t trade in the secondary market so value is not determined by supply and demand
Total Assets - Liabilities = Net Assets
Net Assets/Shares Outstanding = NAV
calculated at least once per business day usually cat 4pm ET every business day
Public Offering Price (POP)
purchase price of a fund share
for front-end loaded shares it is NAV + sales charge
FINRA sales charges restrictions
members are prohibited from assessing sales charges in excess of 8.5% of the POP on customers’ mutual fund perchases
closed-end funds
may trade at a premium (above) or a discount (below) relative to their NAV
in IPO do not have sales charge imbedded in share price
in secondary market, investor pays a brokerage commission or pays a markup or markdown
spread between NAV and POP must be greater than 8.5%
open-end funds
all sales commissions and expenses are embedded in the POP or other fees
front-end loads
back-end loads
level loads
spread between NAV and POP must be 8.5% or less
may never be greater than POP
Front-end loads
called Class A shares
the charges included in a fund’s public offering price
most common way of paying for the distribution services a fund’s underwriter and broker/dealers provide
Back-end loads
Class B shares
charged if and when an investor redeems mutual fund shares
often called a CDSC
Level loads
Class C shares
appropriate for investors that have short time horizons as they become quite expensive to won if investing for more than 4 or 5 years
12b-1 fees or asset-based distribution fees
used to cover the costs of marketing and distributing the fund to investors
used to compensate registered representatives for servicing an account but shouldn’t be confused with sales charges
- approval requires 3 votes: majority of the outstanding voting securities, full board, and the noninterested members of the board
- renewal (done annually) requires two votes
- termination requires either a majority of the outstanding voting securities or the noninterested members of the board
- charges covered by 12b-1 fees include advertising, sales literature, and prospectuses delivered to potential customers, not fund management expenses
- fund may charge no more than .25% of average net assets for 12b-1 fees
- max. charge is .75% for distribution and promotion
- charged and reviewed quarterly
- FINRA allows an additional .25% charge for shareholder services but that is treated separate from 12b-1 charge
Sales Charge percentage formula
when NAV and POP are known
POP - NAV = sales charge dollar amount
sales charge dollar amount/POP = sales charge percentage
Name Rule
instituted to prevent abuse
requires a registered investment company with a name suggesting that the company focuses on a particular type of investment such as stocks, bonds, federal or municipal debt invest at least 80% of its assets in the type of security indicated by its name
a small-cap, mid-cap, or large-cap fund seeking max flexibility with respect to its investments would be free to select a name that does not connote a particular investment emphasis
Large-cap funds
growth with low risk
companies with market capitalization of more than $10 billion