Shared Flashcard Set

Details

Series 66
Series 66 exam
156
Finance
Professional
10/11/2013

Additional Finance Flashcards

 


 

Cards

Term
Schedule 13d
Definition
Requires owners of more than 5% of a company's equity to file a schedule 13d.
Term
Schedule 13F
Definition
Requires investment managers who exercise deiscretion over $100 million in securities to file Schedule 13F Quarterly.
Term
Securities and Exchange Act of 1934
Definition
  • Created SEC
  • Gives SROS rulemaking authority but are under SEC
  • Requires issuers, exchanges and B/Ds to register with SEC
Term
Insider Trading Act of 1988
Definition
  • An insider is defined as a company officer, director or any owner of 10% of more of company's equity.
  • Ownership of 10% or more must be reported within 10 days 
  • Trades by insiders must be reported within 2 business days. 
  • Can have a criminal penalty of up to $5 million and 20 years in prison or 3 times the damage (treble damages)
Term
Investment Company Act of 1940
Definition
  • Face amount certificates
  • Unit investment Trusts
  • Management Companies (open or Mutual, closed)
  • Rules and Regulations - Companies with more than 100 shareholders must register with the SEC and have a min net worth of $100,000 before offering to the public.  
  • Majority vote is needed to change fund objectives.
Term
Omitting Prospectus Rule
Definition
Part of the Investment Company act of 1940 that allows certain communication related to investment company securities may be distributed prior to prospectus delivery, provided the full prospectus is offered.
Term
Sole Proprietorship
Definition
  • Flow-through of tax treatment.
  • Unlimited personal liability.
Term
C-Corporation
Definition
  • Most traditional form of corporation.
  • Unlimited number of shareholders with limited liability and can raise unlimited amount of capital.
  • Double Taxation!!! Subject to regular corporation taxes + taxation of distributed dividends.
  • Files form 1120
Term
S- Corp
Definition
  • Flow-through entity or Conduit
  • It is not taxable itself.
  • Limited to no more than 100 shareholders.
  • The income and the losses of the corporation flows through to the partners, but shareholders still have limited liability.
Term
Partnership
Definition
  • Flow-through of profits with no double taxation.
  • Created by two or more people to create a business.
  • General partners have unlimited liability.
  • Limited partners have a limited liability and their income/losses are passive income. 
  • K-1 is the form used to report distributed income. 
  • Risks include illiquidity, regulatory, future assessment. 
  • Most are exempt from registration under regulation D - private placements. 
Term
General Partnership
Definition
  • No limited partners.
  • Each partner has personal liability and may manage the business. 
  • Flow-through of tax treatment.
Term
Limited Liability Company
Definition
  • Combines the pass through of a partnership with the limited liability of a corporation. 
  • Can have more than 100 shareholders.
  • Easier to setup, more flexibility than an S-Corp.
Term
Estate
Definition
  • Total assets and liabilities of a deceased person. 
  • Probate is the court process by which the assets and liabilities of a deceased person will be distributed based on their will. 
  • When someone dies the estate will go through probate and liabilities will be paid off before assets go to their heirs. 
  • Executor is assigned by will and conservator is named by court if not mentioned in will (they do the same thing).
Term
Trust
Definition
  • Its own legal entity where an individual (creator) gives fiduciary control of the property to a person or institution (trustee) for the benefit of the beneficiary. 
  • The trust is the taxable entity, not the the beneficiary. (Form 1041)
Term
Simple Trust
Definition
Distributes its earnings annually, but principal or corpus will remain in the trust.
Term
Complex Trust
Definition
Can retain it's earnings and distribute principal.
Term
Testamentary Trust
Definition
Trust that is established by an estate. Generally created at or after grantor's trust.
Term
Inter Vivos Trust
Definition
Created while the grantor is still living.
Term
Revocable Trust
Definition
  • Doesn't reduce estate taxes. 
  • Avoids probate if funded prior to donor's death.
  • Setup by the grantor and can be altered or revoke provisions of the trust while they are alive.
  • Income is distributed to the grantor and will transfer upon death.  
  • Doesn't shield them from the estate tax.  
Term
Irrevocable Trust
Definition
  • Beneficiary has ultimate control and grantor has given up complete control of property. 
  • Will reduce estate taxes and avoid probate.
  • Removes property from the Grantor's estate.  
Term
Net Worth (Peronsal Balance Sheet)
Definition
Total Assets - Total Liabilities = Net Worth
Term
Discretionary or Net Income
Definition
  • Never reccommend that all discretionary $ be put in the stock market.  
  • Total Monthly income - Total monthy expenditures
  • Monthly income (salary, investment income, other income)
  • Monthly expenses (taxes, mortgage payments, car payments.)
Term

Types of Taxable income

(Earned & Unearned)

Definition
  • Earned - income, tips, commissions, self-employement.
  • Unearned income - interest, dividend, alimony, retirement plan, annuity, SS payments. (Doesn't include child support).
Term
Capital Gains
Definition
  • Only realized at the SALE or redemption of an asset.
  • Short-term are at ordinary income rates.
  • Long-term are at maximum 20%
Term
Capital Losses
Definition
  • If losses outweigh gains the you can use up to $3,000 to deduct against ordinary income each year. 
  • Remaining losses are carried forward. 
Term
Alternative Minimum Tax
Definition
  • A method of calculating tax liability to ensure that ewalthy tax payers pay a specificied minimum amount. 
  • It may apply to certain municipal revenue bonds and activities related to limited partnerships. 
Term
Gift Taxes
Definition
Avoided on gifts of up to $14,000 per person, per year. The person giving the gift is responsible for gift taxes in excess of $14,000.
Term
Types of Accounts
Definition
  • Cash Account - Purchases must be paid in full by settlement date.
  • Margin Account- Investors are allowed to buy securities by only paying for a portion of the total and then borrowing the rest from a B/D.  The B/D holds the securities as collateral.  Margin limits set by FRB!!!
  • Discretionary Account
Term

Account Documents 

(Durable POA, Stock Power, 3rd party trading authorization, Certificate of Incumbency)

 

Definition
  • Durable Power of Attorney - Allows a person to act on behalf of another person even if the person becomes disabled. Doesn't last if person dies.
  • Stock Power - POA allowing a person to transfer stock ownership to another person.
  • Third Party Trading Authorization - Required to permit a person other than the RR to execute trades on behalf of an account owner.
  • Certificate of incumbency - Issued by a court to appoint a guardian to act on behalf of an incompetent/minor.
Term
ERISA
Definition
  • Employee Retirement Income Security Act- imposes a high standard for the following two;
  • Parties in interest: Anyone providing services to the plan. They are prohibited from selling property to the plan, loaning any money or using plan assets for their own benefit. 
  • Fiduciary: Anyone who provides investment advice, excercises discretion or responsible for the administration of the plan. 
Term
ERISA 404(b) & (c)
Definition
  • ERISA 404 (b) - No fiduciary may maintain indicia of ownership of a client's account outside the US. 
  • ERISA 404 (c) - Voluntary guidelines for plan sponsors and allow participants to make informed decisions. 
Term
Qualified Plan
Definition
  • Must meet ERISA standards
  • Contributions are tax-deductible
  • Earnings are tax-deferred
  • Distributions are taxed as ordinary income. 
  • Main Types; Pension plans, profit-sharing, 401k, 403b, 457, SEP-IRA
Term
Non-Qualified Plans
Definition
  • Not required to meet ERISA standards.
  • Contributions are not tax deductible.
  • Earnings grow tax-deferred.
  • Only earnings are taxed as ordinary income.  
  • Main Types: Payroll deductions, deferred compensation plans. 
Term
401k
Definition
  • Max Contribution is $17,500
  • For-profit Employees
  • Pre-tax (deductible) 
  • $0 cost basis
Term
403b
Definition
  • Max Contribution is $17,500
  • Non-profit Employees
  • Pre-tax (deductible) 
  • $0 cost basis
Term
457 Plan
Definition
  • Max Contribution is $17,500
  • For State or Local Government employees
  • Pre-tax (deductible) 
  • $0 cost basis
Term
SEP-IRA
Definition
  • Max Contribution is 25% of income or $51,000
  • Self-Employed Persons
  • Pre-tax (deductible) 
  • $0 cost basis
Term
Inherited IRA
Definition
  • Inherited from Spouse you have three options;                1. Take Lump-Sum Withdrawal 2. Rollover into your own IRA 3. Open an inherited IRA where w/drawals begin on Dec 31st of spouses death; or if not 70.5 years old, by Dec 31st of when they would have been 70.5
  • Inherited from non-spouse, two options;                       1. Take lump-sum withdrawal 2. Open inherited IRA and can either take distributions for rest of life or clear account within 5 years of deceased turing 70.5.
Term
Coverdell
Definition
  • Max Contribution is $2,000/year until child's 18th birthday
  • After-tax contributions (non-deductible)
  • Tax-free if used for educational expenses and before 30.
  • Anyone can open up to certain income limit.
Term
Section 529
Definition
  • Contribution is determined by state (5x $14,000), but much higher than coverdell
  • Anyone can contribute
  • After-tax (no deduction)
  • Tax-free if used for education (secondary only; no private highschool)
Term

Traditional Whole Life

(Death Benefit, Cash Value, Loans, Premiums, Investment Account, Party at Risk)

Definition
  • Death Benefit: Fixed value
  • Cash Value: Guaranteed
  • Loans: Allowed against current cash value (up to 90%)
  • Premium Payments: Fixed amount at fixed intervals
  • Investment Account: General account
  • Risk: Insurance Company
Term

Universal Life

(Death Benefit, Cash Value, Loans, Premiums, Investment Account, Party at Risk)

Definition
  • Death Benefit: Variable
  • Cash Value: Guaranteed minimum value
  • Loans: Allowed against current cash value
  • Premium Payments: Flexible in amount and timing
  • Investment Account: General Account
  • Risk: Insurance company
Term

Variable Life

(Death Benefit, Cash Value, Loans, Premiums, Investment Account, Party at Risk)

Definition
  • Death Benefit: Preset Minimum amount
  • Cash Value: No guarantee
  • Loans: Allowed up to 75% of cash value
  • Premium Payments: fixed amounts at fixed intervals
  • Investment Account: Seperate account that meet's investor's needs
  • Risk: Policyholder (considered a security)
Term
Annuity Payments
Definition
  • Immediate - Pay lump sum with an immediate payout
  • Deferred - Pay lump sum or periodic with a deferred pay out date
  • Can be either qualifed or non-qualified defined by ERISA.
  • Earnings grow tax deferred!!!
Term

Fixed Annuity

(It is a poor hedge against...)

Definition
  • Not a security
  • Insurance company assumes risk
  • Goes into a general account
  • Guaranteed stream of income, but is a poor hedge against inflation.
Term
Variable Annuity
Definition
  • It is a security
  • Annuitant assumes risk
  • Goes into Seperate Account
  • It is a good hedge against inflation, but the payout varies based on seperate account performance. 
Term
Equity-Indexed Annuity
Definition
  • Offers a guaranteed minimum return, but like a variable annuity, has a variable return (based on index return)
  • Participation rate - If participation rate is 80% and index goes up 10% then you will get 8% credited to your annuity.
  • Cap Rate - Using the same example if a company has a 7% cap rate then you will get 7%, not 8%.
  • Not suitable for short term investment (generally true of deferred annuities).
Term
1035 Exchange
Definition
Allows for an exchange of insurance products without tax liabilities.
  1. Nonqualified Annuity to nonqualified annuity
  2. Life insurance policy for a life insurance policy
  3. Life insurance policy for a nonqualifed annuity

NO AL - Annuity to life insurance. 

Term
Hedge Funds
Definition
  • Sold under private placements
  • unregistered investment pools, usually set up as llc or limited parnership. 
Term
Buying an Option
Definition
  • Long Call - Have the right to buy a security at a certain price, considered Bullish strategy.
  • Buy a put - Have the right to sell a security at a certain price, considered a Bearish strategy.
Term
Selling an Option
Definition
  • Short Call - Have the obligation to sell a security at a specific price, considered a bearish strategy.
  • Sell a Put - Have the obligation to buy a security at a specific price, considered a bullish strategy. 
Term
If an investor is long stock and fears a decline in the market he should...
Definition

Buy a Put

Term
If an investor is short stock and fears an increase in the market he should...
Definition

Buy a Call

Term
If a market neutral investor is long stock and wants to generate additional income, he should..
Definition

Sell a Call

Term
If a market neutral investor is short stock and would like to generate additional income he should
Definition
Sell a Put
Term
American/European/Capped Options
Definition
  • American allows you excercise option whenver you want.
  • European will only allow at the end of the life of a contract. 
  • Capped is when there is a set level built into the contract where it will be excercised. 
Term
LEAPS
Definition
  • Long-Term Equity AnticPation Securities
  • Maturity between 1-3 years. 
  • Seller receives a greater premium than typical options because of longer maturities and higher chance of stock increasing. 
Term
Long Straddle vs. Short Straddle
Definition

Short straddle you are expecting stability

Long straddle you are expecting volatility

Term
Futures
Definition
  • A derivative with standardized quantity and quality.
  • Just like options.
  • Non-personal
  • May be offset which mean you can trade out of the contract because they are managed by clearing houses.
Term
Forwards
Definition
  • Made between two parties (normally financial institutions)
  • Variable quantity
  • OTC - traded with negotiable terms.
  • Personal 
  • May not be offset or sell off contract. 
Term
Working capital
Definition
Current Assets - Current Liabilities
Term
Current Ratio and Quick (liquidity) Ratio
Definition

Current Assets (subtract inventory for quick ratio)

Current Liabilities

Term
Debt-Equity Ratio
Definition

Debt

Equity

 

 

 

Term
Earnings Per Share (EPS)
Definition

Net Income - Preferred Dividend

Common Shares Outstanding

Term
Price Earnings (P/E) ratio
Definition

Market Price

Earnings per Share

 

  • Growth stock have high P/E ratio
  • Value stock has low P/E ratio
Term
Market Capitalization
Definition

Shares outstanding X Current Market Value (excluding treasury stock)

Term

10-K

 

Definition
Corporations annual financial report filed with the SEC.
Term
10-Q
Definition
Corporations quarterly financial report filed with the SEC.
Term
8-K
Definition

Filed with SEC to report events which may affect the corporation or its shareholders (such as bankruptcy or a merger).

Term
Value Investing
Definition
  • Buy stock that is undervalued.
  • Low P/E ratio
  • Low Price-to-Book to Value
  • Typically pay dividends.
Term
Growth Investing
Definition
  • Buy stock that is in stages of rapid growth.
  • High P/E ratio with possibility of no earnings. 
  • High Price-to-Book to Value
  • Typically DO NOT pay dividends.
Term

Modern Portfolio Theory 

(3 factors)

Definition
  1. Expected Return - possible return of an asset weighted by it's likelihood (based on historical returns) 
  2. Standard Deviation - Views risk as the variability of expected returns; used as a basic measure of risk.  The higher the SD the more volatile the portfolio is.
  3. Correlation - Positive, neutral and negative.
Term
Capital Asset Pricing Model
Definition
  • Extension of MPT
  • Systematic/Market/Nondiversifiable Risk - Examples include market risk (measured by beta), interest rate risk, inflation risk.
  • Unsystematic Risk (diversifiable) - CAn reduce by owning uncorrealated stocks.  Examples include business risk, regulatory risk, political risk, liquidity risk
Term
Beta
Definition
  • Measures systematic risk
  • Compares the movement of a stock against he S&P.
  • If portfolio has a beta of 1.5 will go up 15% when market is up 10% and be down 15% when market is down 10%.
  • Portfolio's with beta lower than 1 underperform the market when it is up and outperform when the market is down.
  • Portfolio's with a beta higher than 1 outperform when the market is up and underperform when the market is down. 
Term

Efficient Market Hypothesis

(Weak-form, Semi-strong, Strong-form)

Definition
  1. Weak-Form Efficiency: Future stock prices cannot be predicited based on past events relating to price and volume. Fundamental analysis (company financials, board, etc.) is more helpful than technical analysis in making investment decisions. 
  2. Semi-Strong Efficiency: All publicy available information is already reflected in the stock price so any form of analysis is useless. Only advantage would be to have insider information. Dart board theory.
  3. Strong-Form Efficiency: All public and non-public information is reflected in the price of a stock; therefore no one can acheive returns exceeding the market.  Proper asset allocation is best LT approach. Most likely purchase index funds. 
Term
Present Value
Definition
  • Discounts the future value to know what the present value needs to be.
Term
Future Value
Definition
  • Compounding the PV to get the Future value of an investment. 
Term
Internal Rate of Return
Definition
  • Same things as Yield to Maturity when speaking of bonds. 
Term
Payment of Perpetuity
Definition
Amount paid out each year divided by the annual rate of return will be the amount they will need to invest today.
Term
When is Net Present Value an attractive investment and what is it?
Definition
  • If NPV > 0, it is an attractive investment.
  • If NPV < 0, it is an unattractive investment.
  • If NPV = 0, it is a neutral investment.

NPV is a method of estimating whether an investment in a project or a security is viable based upon cash flows and an expected rate of return.

Term
Non Systematic Risks (7)
Definition
Risks that can be diversified away.
  1. Asset concentration - putting all your eggs in one basket.
  2. Business - Company performs poorly causing a decline in stock. 
  3. Capital - Risk of losing money invested (low for bonds)
  4. Complexity - Risk that highly sophisticated strategies may delay reaction to market changes. 
  5. Credit - Risk of defaulting.
  6. Opportunity - Risk of passing up another investment that may perform better.
  7. Event - Risk of a significant event that will cause decline in market and stock. (eg 9/11).
Term
Systematic Risks (5)
Definition

Risks that cannot diversify away.

  1. Interest Rate - Risk that the value of a bond will decline due to increasing interest rates. 
  2. Currency - Risk of loss on a foreign currency exchange. 
  3. Market - Risk inherent in all securities due to market inflation. 
  4. Reinvestment - Risk that interest rates will fall and semi-annual coupons will be reinvested at a lower rate. 
  5. Inflation - Risk that the purchasing power of a bond's fixed interest income may decline over time due to inflation. 
Term
Current Yield (for stock)
Definition

Annual Dividend

Current market price

Term
Current Yield (for bonds)
Definition

Annual Interest

Current Market Price

Term
Dividend Payout Ratio
Definition

Dividend

Earnings per share

Term
Total Return
Definition

(End Value - Beginning Value) + income paid through HP

Beginning value

Term

Bonds YTM MC

Make a notecard for this. 

Definition
Term
Real Return (Inflation adjusted return)
Definition
Rate of return - inflation
Term
Risk Adjustment Equation
Definition

Rate of Return - Risk-free return

 

Risk-free return is the treasury bills.

Term
Taxable Equivalent Yield (municipal securities)
Definition

Tax-Free yield

(100% - Tax Bracket%)

Term

Duration 

(The lower the coupon...)

(The longer the bond's maturity...)

(Duration for zero-coupon bonds equals...)

(For coupon bonds, duration is less than...)

*(the higher the bond's duration, the ___ it's value will change for a 1% change in _____.

 

Definition
  • Measures the time in years it takes for a bond to pay for itself. 
  • The lower the coupon rate, the greater a bond's duration- the higher the coupon rate, the lower the duration. 
  • ...maturity, the greater the bond's duration
  • ...equal to it's maturity.
  • ...duration is less than the bond's maturity.
  • more; interest rates.
Term

Broker-Dealer

Agents

 

Definition
  • B/D - Any person in the business of effecting security transactions for the accounts of others or for it's own account. Files Form BD with the CRD.
  • Agent - An inividual who represents the B/D in effecting securities transactions.  Files form U4 and files with CRD.  Including: officers, partners, or directors of a B/D. Excluded; Clerical.  
Term
Agents of Issuers
Definition

ONLY considered an agent and subject to registration IF; 

  • the security being sold is registered (it is not an exempt security or exempt sale).
  • the individual receives specific compensation for the sale. 
Term

Investment Adviser

 

Definition
Any person who meets the ABC test; Advice, Business of giving advice; Commision is received.  Files Form ADV parts 1& 2 with IARD
Term
Investment Adviser Representative
Definition
  • Provides or determines investment advice.
  • Manages accounts
  • Solicits advisory services
  • Someone who manages an individual doing one of the above mentioned. 
  • Files form U4 with IARD.
Term
Howey Test (defines a security)
Definition
  • An investment of money
  • in a common enterprise
  • with an expectation of profits
  • solely from the efforts of others. 
  • NOT a security; commodity, fixed annuity, keogh plan or other retirement plan, endowment, mortgages, collectibles, condos, currency, futures.
Term
Registration by filing (Notification)
Definition
  • For larger issuers conducting follow-on interstate offerings.
  • In business at least 36 months.
  • offering price not exceeding $5 per share.
  • Not very common today because most companies will file Federally covered securities. 
Term
Registration by Coordination
Definition
  • Smaller issuers conducting interstate offerings.
  • State registration is coordinated with federal registration under the '33 act 
  • SEC documents must be filed with the administrator. 
  • Amendments are promptly forwarded.
  • Effective when the federal registration becomes effective. 
Term

Registration by Qualification

 

Definition
  • For issuers conducting intrastate offerings (one state only)
  • No federal registration is required
  • May be used in any state, for any type of security.
  • Effective when determined by the Administrator. 
Term
Administrator my deny, revoke or suspend a registration IF
Definition
  • It is int he public's best interest AND;
  • Filed false or misleading information
  • Any officer of issuer was convicted of a securities related crime
  • enterprise is illegal
  • fees are unpaid
  • terms of offering are unfair
  • spread earned by syndicate is unreasonable
Term
Exempt Issuers
Definition
  • U.S. Government Entities ( federal, state, local, foreign)
  • Any Canadian security issued by the country, provinces or political subdivision is exempt at the state leve.
  • Any country we have a diplomatic relation with.(diplomacy only exists at the national level).
  • Banks, S&Ls, trust company, credit union, or insurance company.
  • Non-profit Organization
  • Company Carrier
  • regulated by public utility holding company. 
Term

Exempt Securities

 

Definition
  • Short-Term Debt ( 9-month max maturity, and one of 3 highest denominations, and $50k or more).
  • Federally covered (listed on national exchange, investment companies, 
Term
Along with notice filing, mutual fund issuers are required to;
Definition
  • file a consent to service of process.
  • pay a filing fee.
  • provide the administrator with copies of documents required by SEC.
  • Notice filing is not a registration method and cannot be taken away from administrator.
  • Only securities listed on NYSE or Nasdaq are exempt from registration and notice filing. 
Term
Exempt Transactions
Definition
  • Non-Issuer Transaction - secondary market between two investors. Securities subject to '34 act
  • Private Placements - limited to no more than 10 non-institutional 
  • Institutional transactions - those with banks, B/Ds, or other financial comps. between issuer and underwriter.
  • Fiduciary Transactions - involding a trustee, administrator, executor or sheriff.
  • Transactions in bonds secured by real estate mortgages (if sold as unit).
Term
When does a Broker Dealer have to register with a state?
Definition
  • BD has a place of business in the state.
  • BD has retail clients in the state (NO de minis exemption applys)
Term
Agent Registration Exemptions
Definition
  • Exisiting client is visiting another state.
  • Exisiting client moves to a new state AND; (1. Agent's registration is pending in new state 2. Agent is registered in at least one other state 3. Agent is registered with a national securities association such as FINRA 4. Agent's B/D is registered in the new state)
Term
What does Limited Registration for Canadian B/Ds and Agents allow for?
Definition
  • Allows for conduct of business with exisitingn Canadian clients who are temporarily in the U.S. state, provided the B/Ds does not have an office in the state. 
Term
Who is not an investment adviser?
Definition
  • Investment Adviser Representatives
  • Banks, Saving Institutions, trust comps.
  • LATE
  • B/Ds and their Agents
  • Publishers and their periodicals.
  • Federally covered adviser (Subject to registration with SEC, subject to notice filing with states and main types are adviser to registered investment companies, $110 mill +, client sin 15+ states. 
  • De Minis exemption of 5 non-institutional clients in the state
Term

State Registration of IARs

 

Definition
  • In any state in which he has a place of business regardless of whether they are federally covered or not.
  • IARs of federally covered adviser's not required to register in that state regardless of the amount of clients in the state (no such thing as an IAR under the fed)
Term
Registration procedure for BDs, Agents, IAs, IARs
Definition
  • File Application with CRD or IARD ( Effective on 30th day after filing and expires on Dec 31st with annual renewal after. Amendments for material changes are filed promptly. 
  • Filing Fee (Paid Annually, for successor firms - new application must be filed but no additional filing fee needs to be paid)
Term
Alternative Valuation Date
Definition
  • For valuing theassets that make up the decedent's estate, the executor has the option of using the date of death value or the "alternate valuation date," which is six months after the date of death unless the property is sold prior to the 6 months. 
Term
Who can qualify for Performance Based Compensation?
Definition
  • Clients with $1 million in AUM with advisor
  • Clients with a net worth of $2 million or more.  Joint accounts must be with a spouse. 
Term
What are the bonding requirements?
Definition
  • Maybe required for those who have custody or discretionary authority. 
  • Not required if BDs net capital or IAs net worth exceeds minimum set by administrator
  • Must be mantained while in business plus three years after. 
  • In lieu of bond, cash or securities may be deposited, but no other personal property. 
Term
Requirements for Custody
Definition
  • Notify administrator in writing
  • Appoint a qualified custodian
  • notify clients of the name of the custodian and manner in which they are held.
  • Send clients Quarterly statements
  • If IA sends out statement then a suprise annual audit by a third party accountant must be helf. 
  • CPA must report results to Admin on form ADV-E within 30 days. 
Term
Minimum Financial Requirements
Definition

If either firms are deficient then they must keep a surety bond and file a report of financial condition. 

 

B/Ds

  • SEC determines the amount by the activities and if B/Ds are deficient they must report within one business day. 

IAs

  • The State admin determines the amount (maximum $35k for custodial; $10k for discretion) and must report deficencies within one business day. 

 

Term
Record keeping requirements (BD & IAs)
Definition
  • BDs - 3 years total and first 2 are easily accessible.
  • IAs - 5 years and first 2 years at the appropriate office. 
Term
Limit vs. Stop
Definition
Term
SEC release IA 1092
Definition
  • Expanded the definition of an IA to include sports/entertainment reps, financial planners, Pension Consultant, NRSROs (moody's & Standard and Poors).
Term
The State Admin has jurisdiction over offers which are...
Definition
  1. Made in a state
  2. receved in a state
  3. accepted in a state
  4. Take note that mailing of the certificate is of no consequence. 
Term
State Exclusions from definition of IA
Definition
  1. Banks, Savings Institutions, trust companies (NOT bank holding)
  2. LATE
  3. BDs and their agents
  4. Publishers of newspapers or periodicals (not timed or tailored)
  5. IARs
  6. Federal covered advisors
  7. Any other person designated by the Admin.
Term
Federal exclusions from the IA definition
Definition
  1. Banks or Bank holding companies (NOT S&Ls or IA subsidiaries of banks)
  2. LATE
  3. B/Ds and their representatives
  4. Publishers of regular and circular publication materials
  5. U.S. Government security advisers
  6. Any other person designated by the SEC
Term
Federal Covered Adviser under Dodd Frank
Definition
  • Managing over $100 million in AUM
  • Investment advice in over 15 states
  • Pension Consultants with at least $200 million 
Term
State Exemptions from IA registrations
Definition
If the adviser has no place of business and the state and;
 
  1. It's only clients are specific institutional investors.
  2. No more than 5 individual clients in a 12 month period who are residents of the state. 
Term
Federal Exemptions from IA registrations
Definition
  1. Local Exemption - All clients are residents of state where adviser's office is located, and gives no advice on exchange listed securities. 
  2. Insurance Exemption - All Clients are insurance companies. 
  3. De Minimis Exemption - Fewer than 15 clients in last 12 months and does not advise registered investment companies. 
Term
IA Registration requirements
Definition

IAs (NOT IARs) must pay a filing fee and complete ADV through IARD (operated by FINRA) 

Term
ADV Part 1
Definition
  • IA name, number of employees, nature of business
  • Name, address, education, and 10-year business history of each partner, director, officer.
  • How they maintain custody.
  • If principal business consists of investment advisory advice. 
  • Number and size of discretionary and nondiscretionary accounts. 
Term
ADV Part 2
Definition

Maybe used as firms brochure, if it discloses.

  1. Potential conflicts of interst
  2. services and related fees
  3. soft dollar arrangements
  4. Types of analysis used and the types of securities.
  5. Education and business background of those giving advice.
  6. IAs balance sheet if it collects client funds in advance in excess of $1,200 (state is $500) in 6 month timeframe.
Term
Brochure Rule
Definition
  • Must be delivered to client no later than the time the contract is signed and delivered to clients annually thereafter, unless;
  • It is with an investment company or annual fees are less than $500
  • According to USA the brochure must be given 48 hours in advance or given 5 business days to cancel without penalty if given at time agreement is signed. 
Term
What is required in a brochure?
Definition
  • Adviser's name, address, website
  • Financials, AUM
  • Fees & types of clients
  • Soft Dollar arrangements
  • Code of Ethics
  • Statement that registration is not an indication of skills or expertise. 
  • Disciplinary information if relevant.
  • Any bankruptcy in the last 10 years. 
Term
Ammendments to form ADV
Definition
  • Material changes must be filed promptly (30 days)
  • Routine changes within 90 days of fiscal year end
  • Required annual renewal (90 days after fiscal year end)
Term

ADV-W

ADV-E

ADV-NR

Definition
  • ADV-W is full or partial withdrawal
  • ADV-E is filed by independent public account within 30 days of suprise audit. 
  • ADV-NR is filed by advisers with general partners who are Non-Residents.
Term
Clients eligible for Performance Fees
Definition
  • Investment Companies
  • Qualified Clients - $1 million under management or $2 million in net worth. 
  • Non-U.S. clients
  • Individuals associated with the IA such as an officer
  • 3(c)7 hedge funds 
Term
Federal RecordKeeping
Definition
  • BDs - 3 years with first 2 years easily accessible.
  • IAs - 5 years with first 2 years easily accessible
  • Maybe maintained in physical form, microfilm, microfiche or electronically (must be WORM). 
Term
Books and Records for an IA under Federal Law
Definition
  • POAs
  • Written Agreements
  • All client IA and IAR transactions within 10 days of quarter end
  • all communications sent to 10 or more (advertising)
  • Code of Ethics
  • Ledgers and trade blotters
  • order memorandums
  • confirmations
  • Complaints
Term

Solicitors

 

Definition
  • Not required to register under IA act of 1940 (federal law)
  • Most states require solicitors to register.
  • For a 3rd party solicitor to receive a cash referral fee from an adviser then the adviser must be registered and a written agreement must exist explaining relationship and fees.
  • 3rd party solicitor's must provide brochure, written disclosure about fees and signed acknowledgement by the client. 
Term
Sales literature is not applicable to
Definition
Investment Advisory Services
Term
Uniform Prudent Investor Act (UPIA)
Definition
  • Based on Modern Portfolio Theory
  • Examines trade off between risk and reward.
  • Analyzes portfolio as a whole.
  • recognizes need for diversification in a portfolio
  • no restrictions on investments.
Term

Acceptable Soft Dollar Arrangments

 

Definition

Acceptable (must be in ADV 2 or brochure)

  • Research reports
  • Analysis
  • Market Data
  • Seminars
  • Software for analysis

Unacceptable

  • Computer Hardware
  • Telephone lines
  • Hiring personal
  • Rent
  • Travel, entertainment, or meals
Term
Prohibitied and Unethical practices to remember
Definition
  • Referring to mutual fund as "no load" when 12b-1 is higher than .25% of average net fund assets.
  • Discretion without written authorization.  IAs may excercise oral discretion for 10 days. 
  • Failing to deliver a final prospectus when a new issue is sold. 
  • Syndicate members withholding sales of IPO shares
  • Splitting commissions with another agent unless they are with similiar BDs and registered in same state. 
  • IAs must segregate cash and securities but BDs do not. 
  • AGents sharing in profits in an account...unless
  • Selling away, Painting the tape, frontrunning.
Term
Selling away, Painting the tape, Frontrunning
Definition
  • Selling away - Executing trades that are not recorded on the BDs books.
  • Painting the tape - artificially trading a security to give the imporession that there is more trading activity in stock volume than there actually is.
  • Frontrunning- when an agent or firm places a trade in advance of a larger client firm with knowledge. 
Term
Agency Cross Transaction
Definition
  • Must obtain client's consent
  • Disclose each trade date and comp earned.
  • Disclose conflicts of interest
  • Annually send a statement with total number of agency cross transactions and comp earned.
Term
Aviser principal transaction
Definition
  • Occurs when an adviser buys from or sells to a client a security out of it's own inventory. 
Term
Offer vs. Sale
Definition
  • Offer - Any attempt to dispose of a security for value
  • Sale -  Any agreement or contract to sell a security
  • Offer and Sale include - warrants attached to a bond, stock which gives issuer the right to demand more capital, assessable stock
  • Non-assessable stock is neither an offer or a sale and therefore not subject to the USA.
Term
Jurisdiction over Offers
Definition
  • Originated in the state
  • directed into and recieved in the state, or
  • accepted or transacted in the state.

Means

  • By Mail, two states at the most and not the state to which mail is forwarded.
  • television, one state only. Where the microphone is located.
  • Newspaper, one or no state.  state in which it is published unless more than 2/3rds is outside the state. 
Term

Enforcement by Administrator

(cease and desist order, injunctions)

Definition
  • Orders must be appealed in state court within 60 days.
  • Administrator may ask court to issue injunction
Term
If registrationis denied, suspended or revoked by Admind then you have how many days for a hearing to be held?
Definition
15
Term
Letter of recision
Definition
  • Client waives right to sue if they don't respond within 30 days. 
  • registered person may offer to buy back security plus interest minus an income recieved. 
  • A customer may still initiate civil action if they receive the letter after selling the security. 
Term
Criminal penalities under the USA
Definition
  • 3 year jail sentence; $5,000 fee or both. 
  • Five year statute of limitations
Term
Exempt Securities under SEC registration
Definition
  1. U.S. gov't and agency securities
  2. Municipal securities
  3. Issued by banks
  4. Issued by non-profits
  5. Short-term corp debt under 270 days
  6. Small business investment companies 
Term
Exempt Transactions under SEC (Rule 147, Reg A, Reg D)
Definition
  1. Rule 147 Intrastate Exemption: Confined to one state.
  2. Regulation A Small Issue Exemption: No more than $5 mill raised in 12 months.  Made through offering ciruclar.
  3. Regulation D Private Placement Exemption:  No more than 35 non-accredited investors, but any number accredited.  Disclosures made through offering memorandum. 
Term
Crimal Penalties
Definition
  • $10,000 and/or imprisonment of 5 years. 
  • Statute of limitations is 3 years from occurence or 1 year from discovery.
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