Ch 8: Investm Companies Flashcards
(105 cards)
investm company
corp/trust through which investors may require an interest in large, diversified portfolios of secs by pooling their funds with other investors’ funds and buying shares/units of the fund
3 types of investm cos
- Mgmt investm cos
- Unit Investm Trust (UITs)
- Face amount certificate cos (FACs)
FACs
contract between an investor and an issuer in which the issuer guarantees payment of a stated/fixed sum to the investor at some set date in the future
In return for this future payment, the investor agrees to pay the issuer a set amt of money either as lump sum or periodic installments.
JUST KNOW THAT THIS SEC IS 1 OF THE 3 TYPES.
UITs
an unmanaged investm co. organized under a trust indenture.
UITs:
- DO NOT have board of directors
- DO NOT employ an investm adviser
- DO NOT actively manage their own portfolios (trade secs)
IMPORTANT FEATURES OF UITs:
- UITs are NOT actively managed; no BOD or investm adviser
- UIT shares (or units) must be redeemed by the trust
- UITs are investm companies as defined under the Investm Co. Act
UITs: issue or trade?
UIT issues only redeemable secs (known as UNITS orr SHARES OF BENEFICIAL INTEREST) each of which reps an undivided interest in the portfolio.
Once the specified total is raised, trustees use investor’s money to purchase secs designed to meet the UIT’s stated obj. The trustees must maintain secondary markets in the units, thus allowing unit holders the ability to redeem their units at NAV.
Without an adviser, the portfolio remains FIXED.
UITs are sold by prospectus.
mgmt investm cos
actively manages a securities portfolio to achieve a stated investm objective
can be either open or closed
both closed-end and open-end cos sell shares to the public; the difference between them lies in the way they raise capital and how investors buy and sell their shares (in primary and secondary mkts). so basically:
- initial raising capitalization
- how they’re priced + bought/sold
NAV
(value of all assets - liabilities) / # of sh understanding
NAV per share computation is critical to the buying and selling of open-end cos; has little to do with close-ended funds
***definition of “investm company” DOES NOT include…
holding companies
special term only used for mgmt cos…
diversified/undiversified
diversified investm co is one that meets the following 75-5-10 requirement:
- at least 75% of the fund’s total A must be invested in cash and secs issued by cos other than the investm co itself or its affiliates
- 75% must be invested in such a way that…
1) NOR MORE THAN 5% OF THE FUND’S TOTAL A are invested in the secs of any 1 issuer AND
2) no more than 10% of the outstanding voting secs of any 1 issuer is owned (by the 75%)
Open-End Investm Companies Initial Capitalization (the way they raise capital from investors)
Open endeds/mutual funds DO NOT specify the exact # of shares it intends to issue. It registers an open offering with the SEC
open-end investm co. can raise an unlimited amt of investm capital by continuously issuing new shares. AND bc the shares area ALWAYS A NEW ISSUE, it’s required to deliver a PROSPECTUS PRIORT TO/CONCURRENT WITH THE SALE.
Money invested goes to the issuer (the MF). 1 other point is that open-end cos COMMONLY ISSUE COMMON STOCK!!! Money raised from issuance of common stock is then used by PMs to invest in secs meeting that fund’s obj
***so an open-end investm co can by preferred stock and bonds, but…
it cannot issue any security other than common stock
Closed-End Investm Companies Initial Capitalization (the way they raise capital from investors)
close-ended investm companies conduct a common stock offering to raise capital. For the initial offering, the co. registers a FIXED # OF SHARES with the SEC and offers to the public for a limited time through underwriting group (similar to IPO)
fund’s capitalization is FIXED unless additional public offerings made later.
Investors CANNOT REDEEM shares back to the co. Investors close their position by selling them in the 2nd market just like trading stocks. 1 exception to this (details to come)
Close-end funds can also issue bonds and pref stock. Therefore, cap structure of a closed-end co can resemble a corp - common stock , pref stock, and bonds!
Investors cannot redeem shares of a close-end fund, BUT there is an exception! 1 type of close-end funds called…
interval funds; key facts:
- it’s a closed-ended investm co, registered under the Act
- unlike other closed-end funds, interval funds do NOT TRADE on 2nd market
- they’re called interval funds bc at certain intervals, which may be anything from monthly to annually, investors are allowed to sell a portion of their shares back to the fund at NAV
- 1 benefit of these funds is that the PM can take certain illiquid positions a MF manager might not take bc there is no need for daily liquidity with an interval fund
- in general, these would be MORE SUITABLE FOR AN INVESTOR WITH A LONGER TERM HORIZON
Business Development Company (BDC)
type of closed-end investm co regulated under the Act; these are creates by an act by Congress
purpose was to create a new vehicle in the promotion and development of small businesses.
It does not have the flexibility of regular closed-end funds bc at least 70% of its A must be invested “eligible” assets.
ELIGIBLE PORTFOLIO COMPANY includes ANY issuer that does NOT have any class of secs listed on a national securities exchange; The exception is for issuers with a class of secs listed on a national sec exchange if they have an aggregate MV of outstanding voting and non-voting common equity of less than $250M.
The most significant difference between a closed-end fund and a BDC?
for eligible assets, the BDC must make available significant managerial assistance.
In other words, in addition to being an investm co, a BDC is also an operating company.
*****biggest difference between open-end and CEFs…
how they’re priced; only the open-end co. whose price is solely dependent upon that calculation of NAV
*** CEFs trade in the 2nd market (exchange or OTC); price based on supply and demand of shares. As a result, their buying + selling price does NOT fully relate to NAV of shares (market price of a closed-end fund is independent of the fund’s NAV)
closed-end investm co are commonly known as…
publicly traded funds
after stock is distributed, anyone can buy./sells hares in 2nd market (either on exchange or OTC)
supply and demand determine the bid and ask prices
Close-end fund shares usually trade at a premium/discount to the shares’ NAV
bid vs ask price
bid - price at which an investor can sell
ask - price that an investor can buy
pricing open-end investm co shares
any person who wants to invest in the co buys shares DIRECTLY FROM THE CO/UNDERWRITERS at the PUBLIC OFFERING PRICE (POP)
POP
public offering price for mutual funds/open ended funds
MF’s POP is the NAV per share plus any applicable sales charge.
no secondary trading of shares in these
open-ended investm co sells…
redeemable secs
when investors liquidate their shares, the co. redeems them at their NAV; for each share an investor redeems, the co sends the investor money for the investor’s proportionate share of the co’s net assets.
Therefore, a MF’s capital SHRINKS when investors REDEEM shares.
Each investor’s share in the fund’s performance is based on the # of shares owned. MF shares may be bought in either full/fractional units (unlike stock, which must be bought in full units only). So think of MF shares in terms of DOLLARS rather than # of shares owned.
Since CEFs trade like corporate stock, fractional shares are not available
Forward pricing
open-end investm cos (MFs) must compute their NAV per share at least once per day as of the close of the mkts.
Price is determined based on forward pricing principle (next computed NAV per share)
how often is NAV calculated for CEFs?
weekly (not daily) since their price is independent to NAV
FINRA prohibits underwriters from assessing sales charges more than…
8.5% of POP on the purchase of open-end investm co shares.
historically, MFs change FRONT-END LOADS of up to 8.5% of the money invested (POP); today, few charge that much. Instead, funds may charge a BACK-END LOAD when funds are withdrawn.
Some funds charge ongoing fees under section 12b-1 of the Investm Co Act.