Chapter 10

Delivering Diversification with Packaged Securities

IN THIS CHAPTER

Bullet Taking advantage of management investment companies

Bullet Understanding face-amount certificate companies and UITs

Bullet Reviewing REITs

Bullet Looking at annuities

Bullet Examining life insurance

Bullet Reviewing investment company rules

Diversification is key when you’re helping customers set up a portfolio of securities, and it’s fairly easy when your customer has a good deal of money to invest. But what if an investor has limited resources? Certainly, such investors can’t afford to buy several different securities, and you don’t want to limit your customer to only one (heaven forbid it should go belly up). Packaged securities to the rescue! These securities, such as open-end funds, closed-end funds, face-amount certificate companies, UITs, real estate investment trusts (REITs), and annuities, offer variety within one security by investing a customer’s money in a diversified pool of securities … for a cost, of course. A bit of profit-driven teamwork can ensure your customers’ investments are much safer than, say, the blackjack tables in Vegas.

In this chapter, I cover topics relating to investment companies, REITs, and annuities. Open-end (mutual) funds and closed investment funds are only the beginning. I also discuss face-amount certificate companies and trusts like unit investment trusts (UITs). The “Investment Company Rules” section at the end of this chapter can help you round out your studies, and the practice questions in this chapter may put you in that question-answering mood. You'll notice, as with other chapters, that there is a bit of an overlap between the information you learned when taking the Securities Industry Essentials Exam and the information you'll see in this chapter.

Diversifying through Management Investment Companies

The Investment Company Act of 1940 divides investment companies into three main types: management investment companies, face-amount certificate companies, and unit investment trusts. This section focuses on management investment companies, which the Series 7 tests more than the other types. I cover the other types in the aptly named “Considering Other Investment Company Options” section later on.

Management investment companies are either open-end or closed-end funds. Management companies are, by far, the most familiar type of investment company. The securities held by the management companies are actively managed by portfolio managers.

Comparing open- and closed-end funds

Management companies have to be either open-end or closed-end funds. Make sure you know the difference between the two.

Open-end (mutual) funds

An open-end fund is more commonly known as a mutual fund. As with closed-end funds, mutual funds invest in many different securities to provide diversification for investors. The key difference is that mutual funds are constantly issuing and redeeming shares, which provides liquidity for investors. Because open-end fund shares are continuous offerings of new shares, a mutual fund prospectus must always be available. You need to understand the makings of the net asset value and the public offering price when taking the Series 7 exam:

  • Net asset value (NAV): Fortunately, the net asset value or net asset value per share is determined the same way for both open and closed-end funds — by dividing the value of the securities held by the fund by the number of shares outstanding; however, with open-end funds, the NAV is the bid price. When investors redeem shares of a mutual fund, they receive the NAV. Mutual funds can’t ever trade below the NAV.
  • Public offering price (POP): For mutual funds, the public offering price (the ask price) is the NAV plus a sales charge.

    If a mutual fund doesn’t charge a sales charge, it’s called a no-load fund.

Remember Because mutual funds are new issues, investors must receive a prospectus (for more on what a prospectus is, see Chapter 5) and/or a summary prospectus. Certainly prospectuses for mutual funds include their holdings, investment strategy, fees, expenses, graphs of the fund’s performance, and so on. Every prospectus for every security must contain a disclosure stating that the SEC does not approve of the issue. I assume that this is the SEC’s way of not being sued if investors lose money. The SEC just clears the issue.

If the fund provides a summary prospectus, it must include items like the fund’s name and ticker symbol, the class of shares, the fund’s investment strategies, investment objectives, costs of investing, investment advisors, financial compensation, risks, performance, and so on. The summary prospectus may include an application that investors can use to purchase shares. Potential investors can also request a full prospectus prior to investing. If an investor purchases via a summary prospectus, he must either receive or be provided online access to a full prospectus.

On an ongoing basis, funds must include in their prospectus annual report graphs comparing the performance of the fund to a proper index (S&P 500, NASDAQ composite, and so on), items and/or strategies that may have affected the performance in the past year, and the name of the fund’s manager.

Note: Expenses of a mutual fund include salaries for the board of directors; management (investment advisor) fees for the person or persons making the investment decisions for the fund; custodial fees for the safeguarding of assets (cash, securities, and so on) held by the fund; transfer agent fees for keeping track of investors, sending distributions, and sending proxies; and 12b-1 fees if any 12b-1 fees are fees paid by a mutual fund out of the fund assets to cover promotional expenses such as advertising, printing, and mailing of prospectuses to new investors, and so on. If there are 12b-1 fees, they must be included in the prospectus.

In addition to a prospectus, mutual fund investors may request a Statement of Additional Information (SAI). The SAI provides more detail about the fund and its investment risks and investment policies. The SAI is not sent automatically. However, if requested, the SAI must be delivered within 3 business days.

Closed-end funds

Unlike open-end funds, closed-end funds have a fixed number of shares outstanding (hence the word closed). Closed-end funds act more like stock than open-end funds because they issue new shares to the public, and after that, the shares are bought and sold in the market. Because they trade in the market, they’re often called publicly traded funds. Although the net asset value of closed-end and open-end funds is figured the same, the public offering price is determined a little differently:

  • Net asset value (NAV): The net asset value or net asset value per share is the parity price where the fund should be trading. You determine it by dividing the value of the securities held by the fund by the number of shares outstanding. Only closed-end funds may trade below the NAV (at a discount).
  • Public offering price (POP): For closed-end funds, the public offering price (the ask price) depends more on supply and demand than the NAV. Investors of closed-end funds pay the POP (current market price) plus a broker’s commission.

Note: Although closed-end funds are not purchased from and redeemed with the issuer, they do offer a high degree of liquidity. After the initial offering, they can be purchased or sold either on an exchange or over-the-counter (OTC).

Open and closed: Focusing on their differences

You can expect at least a few of the Series 7 questions relating to investment companies to test you on the differences between open-end and closed-end funds. Table 10-1 should help you zone in on the major distinctions.

TABLE 10-1 Comparing Open-End and Closed-End Funds

Category

Closed-End

Open-End

Capitalization

One-time offering of securities at the IPO (Initial Public Offering) price (fixed number of shares outstanding).

Continuous offering of new shares (no fixed number of shares outstanding).

Pricing the fund

Investors purchase at the current market value (public offering price, or POP) plus a commission.

Investors purchase at the next computed net asset value (NAV) plus a sales charge. See “Forward pricing” earlier in this section.

Issues

Common stock, preferred stock, and debt securities.

Common stock only.

Shares purchased

Shares can be purchased in full only.

Shares can be purchased in full or fractions (up to three decimal places).

Purchased and sold

Initial public offerings go through underwriters; after that, investors purchase and sell shares either over-the-counter or on an exchange (no redemption).

Shares are sold and redeemed by the fund only. See “Forward pricing” earlier in this section.

Exchange privileges

No exchange privileges.

Shares may be exchanged (converted) within the family of funds. For argument’s sake, a customer may wish to exchange his Fidelity Mid-Cap Growth Fund for a Fidelity Intermediate-Term Bond Fund.

Withdrawal plans

After the initial public offering, the securities are sold in the market and therefore, the issuer cannot set up a withdrawal plan for investors.

Mutual funds allow systematic withdrawal plans which allow investors to automatically receive a specific amount from the fund each month as the issuer automatically redeems the shares necessary (see the next item).

Automatic reinvestment of dividends and capital gains

This is not available for closed-end funds.

Mutual funds allow investors to choose whether they wish to receive capital gains and dividends or to automatically reinvest the gains and dividends to purchase more shares.

Forward pricing

Because open-end funds hold a basket of securities that are purchased from and redeemed by the issuer, there is no current NAV. Any purchases or sales that take place during the trading day are held until the close of the market until the next NAV can be computed. All redemptions of mutual fund shares are completed at the next computed NAV (the redemption price).

Remember The key difference between open-end and closed-end funds is the method of capitalization. An open-end (mutual) fund is a continuous offering of new securities, whereas a closed-end fund is a one-time offering of new securities.

Systematic withdrawal plans

As an extra service, many mutual funds offer systematic withdrawal plans as a way of redeeming shares. This type of plan is ideal for someone who's at the retirement age and is looking for a little extra cash each month while still keeping the balance invested. Withdrawal plans can be set up as a fixed dollar amount periodically, a fixed share amount redeemed periodically, or a fixed amount of time (for example, redeeming all the shares over a 10-year period).

Not all mutual funds offer systematic withdrawal plans, but if they do, as a registered rep, you must disclose the risks involved to your client. Some of the risks include the client running out of money, and no guaranteed rate of return.

Regulated investment companies (RIC): Regulated under Subchapter M

For an investment company to avoid being taxed as a corporation, it must distribute (pass-through) at least 90 percent of their net investment income to shareholders. Net investment income is the amount received in dividends and interest less expenses. In the event that it distributes 90 percent or better, the investment company is only taxed on the amount of net investment income not distributed to shareholders.

Diversified investment company

For an investment company to be considered diversified, it must meet the 75-5-10 test. (The 75, 5, and 10 represent percentages.) So for an investment company to claim it's diversified, no more than 5 percent of the 75 percent can be invested in one company. In addition, out of the 75 percent portion, the investment company cannot own more than 10 percent of the outstanding shares of any company. The remaining 25 percent can be invested in any way. If an investment company doesn't meet the 75-5-10 test, it is considered non-diversified.

Keeping your customer’s investment objectives in mind

Unlike investors in face-amount certificate companies and unit investment trusts (see “Considering Other Investment Company Options,” later in this chapter), investors of open-end and closed-end funds have many choices available. Investors may be looking for safety, growth, a combination, and so on. This section gives you a glimpse into those investment choices.

Types of mutual funds

Mutual funds come in many types and flavors depending on your client's needs. Mutual funds can specialize in holding stocks, preferred stocks, short-term bonds, intermediate-term bonds, long-term bonds, or any combination of those. Here are some types of mutual funds:

  • Money market fund: This fund (as you’ve probably guessed) invests in money market instruments (short-term debt securities). You need to know the specifics of this fund more than other types of funds. Here are the key points:
    • It usually provides a check-writing feature (you’re given a checkbook) as a way of redeeming shares.
    • It’s always no-load (there’s no sales charge).
    • It computes dividends daily and credits them monthly.
    • There’s no penalty for early redemption.
  • Equity (stock) fund: The primary objective of an equity fund is to provide growth for investors. Equity funds invest primarily in stocks but may hold a small amount of cash or cash equivalents such as money-market securities. Equity funds can be further broken down by investment objectives such as growth, aggressive growth, value, international, and so on.
  • Fixed-income (bond) fund: Like an income fund, the objective of a fixed-income fund is to provide current revenue to investors. The difference is that fixed-income funds only invest in debt securities not common stock or preferred stock.
  • Interval fund: This type of investment company periodically offers to buy back a stated portion of fund shares from its shareholders. It is up to each shareholder whether she decides to accept the offer or to continue to hold the shares.

Volatility ratings

There are companies that provide volatility ratings for bond mutual funds. The volatility ratings typically take into account the credit rating of the bonds held, sensitivity to market conditions and general economy, the market price volatility of the portfolio, the fund's performance, interest rate risk, prepayment risk, currency risk, and so on. If these volatility ratings are going to be used in retail communications, there are certain FINRA rules that must be followed:

  • The volatility rating cannot be described as a “risk” rating.
  • The ratings must be the most recent ones (the most recently completed calendar quarter).
  • The ratings must be clear, concise, and understandable and based exclusively on objective, quantifiable factors.
  • The ratings must include the method used to determine the volatility.
  • A toll-free telephone number and/or a website must be provided for the rating company.

Fund objectives

The single most important consideration for customers who invest in packaged securities is the fund’s investment objectives. This feature surpasses even the sales charge or management fees. As a registered rep, one of your primary jobs will be to help investors decide which type of fund would be best for them. The test-designers want to know you can handle that job. Comparing like-type funds is secondary. I list funds based on their investment objectives below:

  • Income fund: The primary objective of an income fund is to provide current revenue (not growth) for investors. This type of fund invests most of its assets in a diversified portfolio of debt securities that pay interest and in preferred and common stock of companies that are known to pay consistent dividends in cash.

    Income funds are considered much safer (more conservative) investments than growth funds. You can assume for Series 7 exam (and real-life) purposes that income funds are better investment choices for retirees and investors who are looking for a steady cash flow without much risk.

  • Balanced fund: A balanced fund is a combination of a growth fund and an income fund. Balanced funds invest in common stocks, preferred stocks, long-term bonds, and short-term bonds, aiming to provide both income and capital appreciation while minimizing risk. These funds don’t get hammered too badly when the market is bearish but usually underperform when the market is bullish.
  • Growth fund: This fund is exactly what you’d expect it to be; growth funds invest most of their assets in a diversified portfolio of the common stock of relatively new companies, looking for big increases in the stock prices. Growth funds offer a higher potential for growth but usually at a higher risk for the investor. This type of fund is ideal for an investor who’s looking for long-term capital appreciation potential.

    Because of the inherent risk of investing in growth funds, they’re better for younger investors who can take the risk because they have more time to recover their losses.

  • Value fund: A value fund invests in stocks that are considered undervalued based on fundamentals. The stocks purchased by this type of fund are ones that the fundamental analysts believe should be and will be trading at a higher price based on things such as the earnings of the company and comparisons to other companies.
  • Specialized (sector) fund: A specialized or sector fund is a type of fund that invests primarily in the securities of a single industry or geographical area. A specialized fund may invest only in financial services, healthcare, automotive stocks, Japanese securities, and so on. Because specialized funds are limited in their investments, you can assume that they’re a little riskier (more volatile) than the average fund.
  • International or global fund: An international fund invests in companies based anywhere outside of the investor’s home country. A global fund invests in securities located anywhere in the world, including the investor’s home country. Although international and global funds may be good to round out a portfolio, they aren’t without their risks. Along with the risk that investors face by just investing in securities in general, holders of international and global funds also face currency risk, which is the risk that the currency exchange rate between the U.S. and foreign issuers will hurt investors. There’s also the additional risk that politics in a particular country will harm the value of the fund.

Fund performance

Funds must disclose their average annual returns to help investors,representatives, investment advisers, and so on be able to compare like funds quickly. Securities laws require each fund to disclose the returns for 1-, 5-, and 10-year periods. If the fund hasn't been in existence for 10 years, it must disclose the returns since inception. The performance as well as being online is also disclosed in the fund's prospectus.

Hedge funds: What are they?

You’ve probably heard about hedge funds but aren’t exactly sure what they are. For the Series 7 exam, you do need to know a little bit about them. Because they aren’t open- or closed-end funds, unit investment trusts, or face amount certificate companies, they are an exception to the standard definition of investment company under the Investment Company Act of 1940. In addition, because they are considered private investment companies (sold privately under Regulation D) and are only open to sophisticated (accredited) investors, they are exempt from SEC registration. As such, many hedge funds have limited available information. Hedge funds often require a very high initial investment — sometimes $500,000 or more and therefore have limited or no liquidity. In addition, many have lock-up provisions, which means that investors will not be able to redeem or sell shares during that time.

Hedge funds hold a pool of investments and are professionally managed like mutual (open-end) funds but have a lot more flexibility. Hedge funds have a wide array of investment styles, models, and vehicles. Some are even blind pool/blank check investments where there's no stated goal. Hedge funds are typically much more aggressive in nature and may buy securities on margin, sell securities short, purchase or sell options, and so on in an attempt to maximize gains. I guess you can almost think of them as a “whatever it takes to make money” type of fund.

The fees, costs, and expenses for investing in a hedge fund are typically around 2 percent per year for a management fee. In addition, many hedge funds charge as much as 20 percent of the profits made after a certain goal is reached.

Taxation on hedge funds is similar to that of direct participation programs because they are set up as pass-through entities. So the fund itself is free of taxes, and the gains and losses are passed through to the investors who are taxed at the individual level.

Remember Some hedge funds are set up as a fund of funds. So instead of an investor investing in one particular hedge fund, she is investing in a fund that pools many hedge funds together as a way of mitigating the risk of investing in one fund. The fees of investing in a fund of hedge funds are typically higher than investing in just a single hedge fund. In addition, there may be a longer lock-up period.

Tip Don’t let the variety of funds distract you too much. So many different funds are out there that the choices could drive you crazy. I list the main types, but funds can invest by objective (as previously listed) or composition, such as with foreign stock funds (which invest in foreign securities), tax-exempt funds (which invest in municipal bonds), U.S. government funds, and so on. The composition of the fund should help you match it with your customer’s objectives. For instance, a customer looking for safety and income may invest in a U.S. government bond fund.

Dealing with discounts and methods of investing

Investors who have the extra funds available may be able to receive a reduced sales charge for large dollar purchases. Breakpoints and the letter of intent are available to investors of open-end funds and unit investment trusts. Because closed-end funds, after the initial offering, are traded in the market, investors do not receive breakpoints. Dollar cost averaging and fixed share averaging are most often used for open-end fund purchases but may apply to other investments as well.

Breakpoints

Funds have an investment adviser (portfolio manager) who gets paid a percentage of the value of the securities held in the fund. Therefore, one way to entice investors to spend more is to reduce the sales charge when they spend a certain minimum amount of money. That’s where the breakpoint comes in.

Management investment companies divide purchase amounts into different tiers. Within a certain range, investors all pay the same sales charge percentage. But when investors spend enough to put them in the next tier (when they hit the breakpoint), they get a reduced sales charge. Breakpoints have no set schedule, so they vary from fund to fund.

Here are a few key points for you to remember for the Series 7 exam:

  • Breakpoints must be disclosed in the prospectus.
  • Breakpoints are not available to partnerships or investment clubs (several people pooling money together to receive reduced sales charges).
  • Breakpoints are generally available to individual investors, joint accounts with family members, and corporations.

Example Here's a hypothetical example of breakpoints for fictional ABC Growth Fund (summarized in Table 10-2). For this fund, persons investing less than $10,000 would pay a sales charge of 7 percent, persons investing between $10,000 and $19,999 would pay a sales charge of 6 percent, persons investing between $20,000 and $39,999 would pay a sales charge of 4 percent, and persons investing at least $40,000 would pay a 2 percent sales charge.

TABLE 10-2 Breakpoints for ABC Growth Fund

Purchase Amount

Sales Charge

$1–$9,999

7%

$10,000–$19,999

6%

$20,000–$39,999

4%

$40,000 and up

2%

Another discount, rights of accumulation, allows shareholders to receive a reduced sales charge when the amount of the funds held plus the amount purchased is enough to reach a breakpoint. So, using Table 10-2, if the investor initially purchased $8,000 worth of ABC Growth Fund, she would pay a sales charge of 7 percent. Let's say that the market has been quite bullish and the NAV of the shares purchased has increased $15,000 and she decides to purchase an additional $7,000 of the fund. Under rights of accumulation, her sales charge on the $7,000 purchase would only be 4 percent because adding the NAV of $15,000 and the purchase of $7,000 would bring the investment to more than $20,000. There is no time limit for rights of accumulation.

Letters of intent

A letter of intent (LOI) signed by an investor allows her to receive a breakpoint (quantity discount) right away with the initial purchase, even if the investor hasn’t yet deposited enough money to achieve the breakpoint. This document states that as long as the investor deposits enough within a 13-month period, she will receive the discounted sales charge right away.

Here are a few specifics about the letter of intent that you need to know for the Series 7:

  • The investor has 13 months after the first deposit to live up to the terms of the letter of intent in order to maintain the reduced sales charge.
  • The LOI may be backdated for up to 90 days, meaning that it may apply to a previous purchase. However, remember that if the LOI applies to a previous purchase, the 13-month period starts from the date of that previous transaction.
  • While the investor is under the letter of intent, shares are held in escrow to pay for the difference in the sales charge. If the investor doesn’t live up to the terms of the obligation, the fund sells the shares held in escrow.

Here’s how a letter of intent may work. Suppose, for instance, that Mr. Smith purchased $2,000 worth of ABC Growth Fund two months ago and has another $7,000 to invest in the fund right now. Mr. Smith believes that he’ll keep investing in ABC Growth Fund and would like to get a reduced sales charge for investments of $10,000 and up. (See Table 10-2 for the breakpoints.)

Mr. Smith signs a letter of intent and wants to apply it to his previous purchase. Because his previous purchase was two months ago, Mr. Smith has only another 11 months to invest the remaining $8,000 into ABC Growth Fund. Mr. Smith will receive the 6 percent sales charge on his $7,000 investment right now, which will be reduced by the overage he paid on the previous investment of $2,000. In other words, he’ll pay only $400 sales charge on the current investment ($420 for this transaction minus the $20 overpaid from the previous investment) when he invests the $7,000. As long as Mr. Smith deposits the additional $1,000 by the end of the letter of intent’s time frame, he’ll pay the 6 percent sales charge. However, if Mr. Smith doesn’t live up to the terms of the agreement, ABC Growth fund will sell the shares held in escrow to pay for the difference in the sales charge.

Remember Investors may redeem their shares at any time, even if they’re under a letter of intent.

Dollar cost averaging

If an investor is employing the dollar-cost-averaging formula, she is investing the same dollar amount into the same investment periodically. Although dollar cost averaging is primarily used for mutual funds, people can use it for other investments as well. Dollar cost averaging benefits the investor when the price of the security is fluctuating. The investor ends up buying more shares when the price is low and fewer shares when the price is high by depositing the same amount of money each time she makes a purchase.

Remember Dollar cost averaging results in an average cost per share that is lower than the average price per share if the price of the fund fluctuates.

The following question tests your understanding of dollar cost averaging.

Example Mrs. Johnson deposits $1,000 into DEF growth fund in four separate months. The purchase prices of the fund are as follows:

  • Month 1: $40
  • Month 2: $50
  • Month 3: $50
  • Month 4: $40

What is the average cost per share for Mrs. Johnson?

(A) $40.00

(B) $44.44

(C) $45.00

(D) $48.35

The correct answer is Choice (B). On the surface, this question may look very easy to you and you may jump to Choice (C), but Choice (C) is the average price per share, not the average cost. Remember that because Mrs. Johnson is investing the same amount of money each month, she’s able to buy more shares when the price is low and less when the price is high. In the first and fourth months, when the price was $40 per share, she was able to buy 25 shares each time. In the second and third months, she was able to buy only 20 shares each time:

math
math

Over the four months, Mrs. Johnson invested a total of $4,000 and purchased a total of 90 shares (25 + 20 + 20 + 25). The average cost per share is $44.44:

math

Tip If you use your sense of logic and watch for ways to eliminate answer choices, you may get away with doing very little math. Here, you can answer the question by finding the average price per share, which is not what the question is looking for. With dollar cost averaging, buying more when the price is low drives the average cost down; therefore, the average cost per share has to be between the minimum price per share ($40) and the average price per share ($45). The only number that fits these criteria is $44.44, or Choice (B).

You should be prepared to calculate the average cost per share, the average price per share ($45), and the amount saved per share ($0.56).

Figuring the sales charge and public offering price of open-end funds

You need to know two basic formulas to determine the sales charge and public offering price of open-end funds. Yes, every chapter seems to have more formulas, but these formulas are pretty straightforward and shouldn’t cause you too many sleepless nights.

Sales charge percent

The sales charge, which is set at a maximum of 8½ percent, is part of the public offering price (POP), or ask price, not something tacked on afterward like a sales tax. One of the tricks for calculating the sales charge for open-end funds is remembering that the POP equals 100 percent. Therefore, if the sales charge is 8 percent, the net asset value (NAV) is 92 percent of the POP. The formula for determining the sales charge percent is as follows:

math

The following question tests your expertise in calculating the sales charge of a mutual fund.

Example ABC Aggressive Growth Fund has a net asset value of $9.20 and a public offering price of $10.00. What is the sales charge percent?

(A) 6.8 percent

(B) 7.5 percent

(C) 8 percent

(D) 8.7 percent

The right answer is Choice (C). The first thing that you have to do is set up the equation. Start with the POP of $10.00 and subtract the NAV of $9.20 to get $0.80. Next, divide the $0.80 by the POP of $10.00 to get the sales charge of 8 percent:

math

Tip To help you remember that the ask (offer) price of a fund is the same as the POP, remember to ask your POP about it.

Public offering price (POP)

When taking the Series 7 exam, you may be asked to figure out the public offering price of a mutual fund when you’re given only the sales charge percent and the NAV.

Remember, the sales charge is already a part of the POP, so the sales charge is not equal to the sales charge percent times the NAV. Use the following formula to figure out how much an investor has to pay to buy shares of the fund when you know only the NAV and the sales charge percent:

math

The following question tests your ability to answer a POP question.

Example DEF Aggressive Growth Fund has a NAV of $9.12 and a POP of $9.91. If there is a 5 percent sales charge for investments of $30,000 and up, how many shares can an investor who is depositing $50,000 purchase?

(A) 5,045.409 shares

(B) 5,208.333 shares

(C) 5,219.207 shares

(D) 5,482.456 shares

The answer you want is Choice (B). Don’t let the decimals throw you off; mutual funds can sell fractional shares. This investor isn’t going to be paying the POP of $9.91 per share because she’s receiving a breakpoint for a large dollar purchase (see “Breakpoints,” earlier in this chapter). To figure out the POP for this investor, set up the formula:

math

After working out the formula, you see that the investor is paying $9.60 per share instead of $9.91. Next, determine the number of shares the investor can purchase by dividing the amount of the investment by the cost per share:

math

This investor is able to purchase 5,208.333 shares because of the breakpoint. Without the breakpoint, the investor would have been able to purchase only 5,045.409 shares.

Loads

As I explained earlier in this chapter, most mutual funds charge a sales charge (also known as a load) that’s built into the public offering price (POP). However, most charge up front, some charge constantly, some charge when redeeming, and some don't charge a load at all. Depending on how investors are charged, mutual funds are broken down into classes:

  • Class A (front-end load): The investor pays the load when purchasing shares of the fund. Quite often, Class A shares will impose a sales charge based on the assets held. The asset-based sales charge is often around 1/4 percent per year. However, Class B and C shares often charge closer to 1 percent per year. Note: Asset-based sales charges are not paid by investors directly but are taken out of the assets held by the fund to compensate brokers, pay for advertisements, pay for prospectuses,12b-1 fees, and so on.
  • Class B (back-end load): In addition to having higher asset-based sales charges than Class A shares, investors pay a load when redeeming shares of the fund, which is also known as a contingent deferred sales charge (CDSC). The CDSC is usually not charged if the investor holds the shares for enough years (typically around 6). Typically in about 2 years after the CDSC is eliminated, the Class B shares are converted into Class A shares and the yearly asset-based sales charge is lowered accordingly.
  • Class C (level load): Investors do not pay a front-end sales charge but pay an annual asset-based sales charge similar to what Class B shares pay for the first several years. The difference is that Class C shares do not convert to Class A shares so the annual asset-based sales charges remain at the same high level no matter how long the shares are held. If shares are held for a long period of time, Class C shares end up costing investors more.
  • Class D (no load): Investors don’t pay a sales charge but may be charged some sort of transaction fee. Class D shares are not typically available to all investors. Class D shares are only available to certain retirement plans and brokerage firms.

Expense ratio

Something else that investors should be concerned about is a fund's expense ratio. To determine a fund's expense ratio, you have to divide the fund's expenses (management fees and operating costs) by the funds average net assets. So if the expense ratio of a fund is 2 percent, that means that the fund is charging $2 for every $100 invested. The higher the expense ratio, the more the fund is eating into your profits.

Tip You can definitely expect a question or two relating to taxes on mutual funds. This is covered in detail in Chapter 15.

Considering Other Investment Company Options

A couple of other types of investment companies — face-amount certificate companies and unit investment trusts (UITs) — aren’t as popular as they used to be. Unfortunately, even though you may never sell any, you do need to know them for the Series 7 exam. You probably won’t see more than a question or two on these topics. However, exchange-traded funds (ETFs) are becoming increasingly popular, and your chance of having a question on ETFs and/or inverse ETFs is around 100 percent.

Face-amount certificate companies

A face-amount certificate is a type of packaged security that’s similar to a zero-coupon bond (see Chapter 7); investors make either a lump sum payment or periodic payments in return for a larger future payment. The issuer of a face-amount certificate guarantees payment of the face amount (a fixed sum) to the investor at a preset date. Very few face-amount certificate companies are around today.

Unit investment trusts (UITs)

A unit investment trust (UIT) is a registered investment company that purchases a fixed (unmanaged) portfolio of income-producing securities (typically bonds) and holds them in trust, which means that a UIT acts as a holding company for its investors. Then the company issues redeemable shares (units) that represent investors’ interest in the trust. Unlike mutual funds, UITs are set up for a specific period of time and have a set termination date. Any capital gains, interest, and/or dividends are passed on to shareholders at regular intervals.

UITs have a finite number of shares outstanding and are distributed in the primary market at the initial public offering (IPO) price. Because a limited number of shares are outstanding and they must be redeemed with the issuer or sponsor, liquidity is very limited.

Like mutual (open-end) funds, UITs can be purchased by type, such as growth, income, balanced, international, and so forth.

Here are the two main categories of these trusts:

  • Fixed investment trusts: These companies invest in a portfolio of debt securities, and the trust terminates when all the bonds in the portfolio mature.
  • Participating trusts: These companies invest in shares of mutual funds. The mutual funds that the trust holds don’t change, but the securities held by the underlying mutual funds do.

Remember Because the portfolio of securities is fixed, UITs don’t employ investment advisers and therefore have no investment adviser fees during the life of the trust. Nice break!

Exchange-Traded Funds (ETFs)

Exchange-traded funds, or ETFs, are closed-end index funds that are traded on an exchange. ETFs provide investors with diversification along with ease of trading, the ability to sell short, and purchase shares on margin.

Inverse ETFs (also known as Short ETFs or Bear ETFs) are exchange-traded funds that are designed using many derivative products, such as options to attempt to profit from a decline in the value of the underlying securities (for example, the S&P 500). Inverse ETFs can be used to profit from a decline in a broad market index or in a specific sector, such as the energy or financial sectors.

When compared to mutual funds, ETFs have some distinct advantages, including the ability to purchase shares on margin, ease of trading (mutual funds have forward pricing but ETFs can be traded any time throughout the day at the current bid or ask price), and lower operating costs.

There are a couple of disadvantages when comparing ETFs to mutual funds: Investors are charged commissions when buying and selling and because they are so easy to trade, and investors are more likely to trade excessively instead of holding their positions.

Reducing Real Estate Risk with REITs

A real-estate investment trust (REIT) is a trust that invests in real-estate-related projects such as properties, mortgage loans, and construction loans. REITs pool the capital of many investors to manage property and/or purchase mortgage loans. As with other trusts, they issue shares to investors representing their interest in the trust. REITs may be listed on an exchange or can trade over-the-counter (OTC) (see Chapter 14 for more info on markets). They also provide real-estate diversification and liquidity for investors.

REITs are distributed in the primary market at the IPO price. Unlike mutual funds, which are redeemed with the issuer, REITs are traded (bought and sold) in the secondary market to other investors. In addition, REITs have a finite number of shares outstanding, like closed-end funds. Because REITs are traded in the secondary market, their price may be at a discount or premium to the NAV, depending on investor sentiment.

Equity REITs take equity positions in real-estate properties; the income is derived from rent collected or profits made when the properties are sold. Mortgage REITs purchase construction loans and mortgages. The trust receives the interest paid on the loans and in turn passes it on to the owners of the trust (the investors). Hybrid REITs are a combination of equity and mortgage REITs. Hybrid REITs generate income derived from rent and capital gains (like an equity REIT) and interest (like a mortgage REIT).

REITs can avoid being taxed like a corporation if

  • At least 75 percent of the income comes from real-estate-related activities
  • At least 75 percent of the REIT’s assets are in real estate, government securities, and/or cash
  • At least 90 percent of the net income received is distributed to shareholders (who pay taxes on the income)

Warning Don’t get REITs confused with real-estate limited partnerships (which I cover in Chapter 11). Limited partnerships pass on (the industry term is pass through) income and write-offs to investors to claim on their own personal tax return; REITs pass only income through to investors.

Don’t kill yourself worrying too much about REITs (not that you would); you won’t get more than one or two questions on the Series 7 exam relating to REITs.

REITs typically offer investors stable dividends based on the income the REIT receives. Unlike other equity securities, dividends received from REITs are not qualified, meaning that the tax rate due cannot be reduced based on the holding period and investor's tax bracket (See Chapter 15 for more on qualified dividends). However, dividends from REITs do receive a special tax benefit, which is 20 percent of the income distributed is deductible (tax-free). If the REIT distributes income based on the sale of a property, it will pass through either short- or long-term capital gains to the investor based on the holding period of the property sold. If investors decide to sell their REITs, they may have a gain or loss depending on their cost basis and the selling price. In addition, the gain or loss may be long- or short-term depending on the investor's holding period.

Remember Dividends declared by a REIT in the fourth quarter (October, November, and December) made payable to shareholders up through January of the following year shall be deemed to have been received by shareholders during the year it was declared.

Adding Annuities to a Portfolio

Annuities are similar to mutual funds, except annuities are designed to provide supplemental retirement income for investors. Life insurance companies issue annuities, and these investments provide guaranteed payments for the life of the holder. The Series 7 exam tests you on the two basic types of annuities: fixed and variable. Because variable annuities are considered securities and fixed annuities are not (because of the guaranteed payout by the insurance company), most of the annuity questions on the Series 7 exam are about variable annuities.

Remember Gather very specific information about your client before making recommendations. Annuities have been under the watchful eye of state insurance commissions and the SEC due to inappropriate recommendations from some brokers. Annuities typically aren’t recommended for younger clients (most annuity purchasers are over the age of 50), for clients older than 75, or for a client’s entire investment portfolio. For information on portfolio and securities analysis, see Chapter 13.

Looking at fixed annuities

The main thing for you to remember about fixed annuities is that they have fixed rates of return that the issuer guarantees. Investors pay money into fixed annuities, and the money is deposited into the insurance company’s general account. After the investor starts receiving payments from the fixed annuity (usually monthly), the payments remain the same for the remainder of the investor’s life. Because of the guaranteed payout, fixed annuities are not considered securities and therefore are exempt from SEC registration requirements.

Remember Because the payouts associated with a fixed annuity remain the same, they’re subject to purchasing power risk (the risk that the investment won’t keep up with inflation). An investor who received payments of $1,000 per month in the 1970s may have been able to survive; however, that amount today is not even likely to pay your monthly grocery bill.

Checking out variable annuities

Insurance companies introduced variable annuities as a way to keep pace with (or hopefully exceed) inflation. In a fixed annuity, the insurance company bears the inflation risk; however, in a variable annuity, the investment risk is borne by the investor. Because the investors assume the investment risk, variable annuities are considered securities and must be registered with the SEC. All variable annuities have to be sold with a prospectus, and only individuals who hold appropriate securities and insurance licenses can sell them.

Remember It will be your job as a registered representative to make sure that variable annuities are right for your clients prior to recommending them. You should have a “reasonable basis” to believe that your client would benefit from adding variable annuities to her portfolio. To do so, you should analyze whether the client would benefit from the tax-deferral, annuitization, living, and/or death benefits, provided by variable annuities.

Separate account

The money that investors deposit is held in a professionally-managed separate account (separate from the insurance company’s other business) because the money is invested differently. The separate account is invested in securities such as common stock, bonds, mutual funds, and so on, with the hope that the investments will keep pace with or exceed the inflation rate. Separate accounts must be registered with the SEC as investment companies. Income and capital gains generated are credited to the separate account. Also, if the investments in the separate account lose money, it is charged to the separate account. The separate account is unaffected by the insurance company's other business.

Assumed interest rate

The assumed interest rate (AIR) is a projection of the performance of the securities in the separate account over the life of the variable annuity contract. If the assumed interest rate is 4 percent and the performance of the securities in the separate account is equal to 4 percent, the investor receives the payouts that she expects. However, if the securities outperform the AIR, the investor receives higher payouts than expected. And unfortunately, if the securities held in the separate account underperform the AIR, the investor gets lower payouts than expected.

Putting money into (and receiving money from) annuities

Investors have choices when purchasing annuities and getting distributions. During the accumulation phase, investors will decide how to allocate their investment options. For example, investors may decide to put 30 percent into a particular bond fund, 50 percent into a U.S. stock fund, and 20 percent into an international stock fund. Investors may also choose a lump-sum payment or multiple payments, depending on their needs. Investors also have a choice regarding how they want to get their distributions at retirement.

Fees

Insurance companies aren't setting up annuities for investors just because they like to help people out, they receive money for doing so. Even though the initial sales loads might be minimal or non-existent for investors purchasing annuities, they will get charged pretty heavy sales charges (surrender charges) if they close out the annuity too early. The insurance company makes additional money on management fees and other expenses. Some additional charges that investors should be aware of depending on the variable annuity offered could be charges for stepped-up benefits, guaranteed minimum income benefits, and long-term care insurance. All the applicable charges would be found in the variable annuity prospectus.

Looking at the pay-in phase

Payments into both fixed and variable annuities are made from after-tax dollars, meaning that the investor can’t write the payments off on her taxes. However, payments into both fixed and variable annuities grow on a tax-deferred basis (they aren’t taxed until the money is withdrawn). If an investor has contributed $80,000 into a variable annuity that’s now worth $120,000, the investor is taxed only on the $40,000 difference because she has already paid taxes on the contribution. If an annuitant dies during the pay-in phase, most annuity contracts require a death benefit to be paid to the annuitant’s beneficiary. The death benefit is typically the greater of all the money in the account or some guaranteed minimum.

Note: During the pay-in phase, an investor of a variable annuity purchases accumulation units. These units are similar to shares of a mutual fund.

Investors have a few payment options to select when purchasing fixed or variable annuities. Here’s the rundown of options:

  • Single payment deferred annuity: An investor purchases the annuity with a lump sum payment, and the payouts are delayed until some predetermined date.
  • Periodic payment deferred annuity: An investor makes periodic payments (usually monthly) into the annuity, and the payouts are delayed until some predetermined date; this is the most common type of annuity.
  • Immediate annuity: An investor purchases the annuity with a large sum, and the payouts begin within a couple months.

Remember Most annuities in which investors are making scheduled deposits provide a waiver of premium during the pay-in phase if the annuitant becomes disabled or is confined to long-term care.

Getting the payout

Investors of both fixed and variable annuities have several payout options. These options may cover just the annuitant (investor) or the annuitant and a survivor. No matter what type of payout option the investor chooses, she will be taxed on the amount above the contribution. The earnings grow on a tax-deferred basis, and the investor is not taxed on the earnings until withdrawal at retirement.

Note: During the payout phase of a variable annuity, accumulation units are converted into a fixed number of annuity or annuitization units. Investors receive a fixed number of annuity units periodically (usually monthly) with a variable value, depending on the performance of the securities in the separate account.

When an investor purchases an annuity, she has to decide which of the following payout options works best for her:

  • Life annuity: This type of payment option provides income for the life of the annuitant (the individual covered by the annuity); however, after the annuitant dies, the insurance company stops making payments. This type of annuity is riskiest for the investor because if the annuitant dies earlier than expected, the insurance company gets to keep the leftover annuity money. Because it’s the riskiest type of annuity for the annuitant, it has the highest payouts of all the options.
  • Life annuity with period certain: This payout option guarantees payment to the annuitant for a minimum number of years (10, 20, and so on). For example, if the annuitant were to purchase an annuity with a 20-year guarantee and die after 7 years, a named beneficiary would receive the payments for the remaining 13 years.
  • Joint life with last survivor annuity: This option guarantees payments over the lives of two individuals. As you can imagine, this type of annuity is typically set up for a husband and wife. If the wife dies first, the husband receives payments until his death. If the husband dies first, his wife receives payments until her death. Because this type of annuity covers the lifespans of two individuals, it has the lowest payouts.

Remember All annuities have a mortality guarantee. This guarantee means that the investor receives payments as long as she lives, even if it’s beyond her life expectancy. This is a risk for the insurance company so it typically charges each account around 1.25 percent per year to cover that risk.

Early withdrawal penalty

As with most other retirement plans, annuity investors are hit with a 10 percent early withdrawal penalty if they withdraw the money prior to age 59½. Yes, that’s correct — the 10 percent penalty is added to the investor’s tax bracket. Typically, retirement plans include a waiver of the 10 percent penalty in cases such as the purchase of a first home, age 55 and separated from work, death, or disability.

Death benefit

If the annuity holder dies before the insurer has started making payments, the beneficiary is guaranteed to receive a specified amount. That specified amount is typically at least the amount that was paid into the annuity even if the account value is less than the guaranteed amount. However, that amount could be lowered if withdrawals have been made from the account. The death benefit is a common option. Investors should understand that additional benefits cost additional money.

Surrender value

The surrender value or cash surrender value of an annuity comes into play when an annuity is voluntarily terminated (cashed in) before its maturity. In that case, the annuity holder will receive the cash value less surrender fees. Quite often, the cash surrender value will be less than what the annuity holder has paid in premiums. Typically the surrender fees, which are a percentage of the cash value, decrease the longer the policy is kept in force.

Tip Investors are usually better off maximizing other investment vehicles such as IRAs, and 401(k)s prior to investing in variable annuities.

Exploring Variable Life and Variable Universal Life Insurance

You may wonder what life insurance is doing in the SIE, which is mainly about investments. Well, the answer is that certain life insurance products, specifically, variable life (VLI) and variable universal life (VUL), have an investment component. Like variable annuities, variable life and variable universal life insurance policies have a separate account for investing. That separate account is kept separate from the insurance company’s general fund. You won’t need to know too much about the aforementioned insurance products, so I’ll keep it brief.

Remember Persons selling variable annuities, variable life insurance, and variable universal life insurance must have not only an appropriate securities license but also an insurance license. Prior to recommending any of the previously mentioned products, you should do an analysis of the client’s needs and make appropriate recommendations.

Variable life

Variable life policies have a fixed premium. As with variable annuities, the investor chooses the investments held in a separate account. The death benefit (face amount) on the policy is fixed to a minimum but not to a maximum. Funds covering the minimum death benefit are kept in the insurance company's general fund. The death benefit may increase depending on the performance of the securities held in the separate account. If the separate account performs poorly, there may be limited or no cash value built up. Policyholders may borrow up to 75 percent of the cash value.

Variable universal life

Unlike variable life policies, variable universal life policies do not have fixed premiums. As such, they are sometimes called flexible premium variable life policies. As with variable life policies, the investors can pick the securities held in the separate account. In this case, since the premium is not fixed and the securities held in the separate account may perform poorly, the minimum death benefit and cash value are not guaranteed.

Remember Part of your job is to clearly define what specific securities to investors. FINRA has specific guidelines relating to the description of variable life insurance and variable annuities. The following bulleted list focuses on those guidelines:

  • You must make sure that your customers clearly understand the difference between variable annuities and variable life insurance and which one you're recommending.
  • You must not imply that the variable life insurance or variable annuity is not a mutual fund.
  • You must make sure that your customers understand that they are not liquid investments, and there may be severe tax and/or early redemption penalties. Also, with variable life insurance, you must discuss loans and withdrawals and how they would affect the cash value and death benefits.
  • Variable life insurance policies and variable annuities provide holders with certain guarantees, which should not be overemphasized. There should be no representation or implication of a guarantee about the return of principal or investment return of the separate account.
  • You may show historical data of how a fund would've performed had it been an investment option in a variable annuity or variable life insurance policy. However, that information may only be used if there was no significant change to the fund during the period being shown or discussed. You may also compare investment choices and rankings.
  • For variable life insurance communications, you may use a hypothetical assumed interest rate to demonstrate how the policy operates and how it will affect the cash value and death benefit. However, your customer must clearly understand that it is hypothetical and is not a prediction of investment results.

Remember Because variable life policies have an investment component (the separate account), investors must receive a prospectus at or before the time of solicitation.

1035 tax-free exchange

Investors may find that it is advantageous for them to switch life insurance policies or annuities. Under Section 1035 of the Internal Revenue Code, individuals may exchange an insurance policy for another insurance policy or annuity insuring the same person without having to pay taxes on the income and investment gains in the original contract. Investors are also allowed to switch from an existing variable annuity contract to another. However, investors cannot switch from an annuity to life insurance policy without having to pay taxes.

Investment Company Rules

Besides all the other investment company stuff you need to know prior to taking the Series 7, there are some additional Investment Company rules you'll need to touch base with. I've done my best to cover most of the rules prior to this section, but, alas, there are some more. I condensed the rules to just the most important info for your reading pleasure.

Investment company sales literature

It's illegal for any person to use misleading sales literature (whether written or electronic) in connection with the offer or sale of investment company securities. Sales literature is considered misleading if it contains a statement of material fact which is untrue, or it omits a statement of material fact which would be necessary to make a statement not misleading.

Advertisements by an investment company (section 10)

Under section 10, the following information must be included with investment company advertisements:

  • A statement that investors should consider the risks, investment objectives, charges, and expenses carefully before investing; a statement that investors can find additional information about the investment company in the prospectus (and summary prospectus if available); it must identify how investors can obtain a prospectus (and summary prospectus if available); and that the prospectus (and summary prospectus if available) should be read thoroughly before investing.
  • Advertisements used prior to the effectiveness of the investment company's registration statement or the determination of the public offering price (POP) must include a “subject to completion” legend.
  • Advertisements relating to open-end investment companies that include performance data must include a statement that you've probably heard a variation of hundreds of times. It goes something like this: “Past performance does not guarantee future results.” Or “People can and do lose money.” And so on. It must also disclose that investment return and principal value will fluctuate, so when an investor redeems her shares, they may be worth more or less than the original cost, and current performance may be higher or lower than the performance data quoted. The legend should also include a toll-free contact number or web address where investor can obtain the most recent performance data. In addition, if any non-recurring fee such as a sales load is charged, the maximum load or fee must be reflected.

Investment company rankings in retail communication

Under FINRA rules, members may only use investment company rankings in retail communications if the rankings were created and published by a Ranking Entity (any independent [independent of the investment company and its affiliates] that provides general information about investment companies to the public and whose services are not procured by the investment company or any of its affiliates to assign the investment company a ranking) or created by an investment company or investment company affiliate that were based off of the performance measurements of a Ranking Entity.

If ranking data is to be used in retail communications, there must not be a statement that implies that an investment company or investment company family is the best performer in a category unless it actually is top ranked.

In addition, the communication with the ranking information must include the name of the category (growth, balanced, international, and so on); the number of investment companies in the category; the name of the Ranking Entity; the length of the period for the ranking; criteria on which the ranking is based; and the normal disclosures (such as “past performance is no guarantee of future results”).

Even more rules

The following rules are taken from the Investment Company Act of 1940:

  • Section 10: The board of director of an investment company must be made up of no more than 60 percent insiders (those who have affiliation with the company that issued the fund). Having this rule allows investors to gain some representation on the board of directors through voting. Although up to 60 percent is the rule, many investment companies have a board of directors that is made up of around 25 percent insiders.
  • Section 12(a): Registered investment companies may not (1) purchase securities on margin, except as deemed necessary for the clearance of transactions, or (2) participate in a joint trading account in securities unless in connection of an underwriting of securities in which the registered investment company is a participant, or (3) sell securities short except in connection with an underwriting of securities in which the registered investment company is a participant.
  • Section 13(a): Unless voted on by a majority of its outstanding voting securities, registered investment companies may not (1) change its title of subclassification from a diversified to a non-diversified company, or (2) issue senior securities, borrow money, underwrite securities issued by other companies, buy or sell real estate, buy or sell commodities, or make loans to other persons unless such provisions are contained in the registration statement, or (3) deviate from its investment policy with regards to concentration of investments, deviate from any policy in its registration statement, or change its business in a way so it ceases to be an investment company.
  • Section 15(a): A person may not serve as an investment adviser of a registered investment company unless there's a written contract with the investment company and the investment adviser has been approved by a vote by a majority of the outstanding voting securities. The contract must (1) describe how the investment adviser is to be paid, and (2) remain in effect for a period of more than two years from the date of execution with at least an annual approval from the majority of the outstanding voting securities and the board of directors, and (3) provide for the termination of the investment adviser contract (without penalty) with a vote of a majority of the outstanding voting securities and the board of directors, and (4) provide for an automatic termination in the event of its assignment.
  • Section 16(a): Persons holding a seat on the board of directors of a registered investment company must be voted into the office by the holders of the outstanding voting securities of the company at an annual or special meeting called for that purpose. In the event a vacancy occurs in-between voting meetings, the seat may be filled at least temporarily by a vote of at least two-thirds of the board of directors who've been voted into office.
  • Section 19: Dividends paid out by a registered investment company must (1) come from undistributed net income from profits or losses realized on the sale of securities or other properties, or (2) from another source as long as the dividend payment is accompanied by a written statement adequately disclosing the source of the payment. In addition, registered investment companies may not distribute long-term (over one year) capital gains more than once every 12 months.
  • Section 30: Registered investment companies must file annual reports with the SEC. In addition, registered investment companies must transmit to their stockholders, at least semiannually, balance sheets, income statements, and so on.
  • Section 35: It is unlawful for any person issuing or selling registered investment company securities to represent or imply that the security or investment company (1) has been sponsored, recommended, or guaranteed by the United States or any of its agencies, or (2) has been insured by the Federal Deposit Insurance Corporation (FDIC), or is guaranteed by or is an obligation of any bank or insured depository institution. If the securities are sold through a bank, the bank shall prominently disclose that it is not FDIC insured or insured by any other government agency.
  • Section 36: The SEC has the authority to bring action against persons acting as (1) an officer, director, member of an advisory board, investment adviser, or depositor, or (2) a principal underwriter for a registered open-end investment company, unit investment trust, or face-amount certificate company. The SEC may bring action if, within the last five years, the person has engaged in an act or is about to engage in an act breaching fiduciary duty involving personal misconduct.
  • Section 37: Persons convicted of stealing, unlawfully abstracting, unlawfully and willfully converting to his own use or the use of another, or embezzles moneys, funds, securities credits, property, or any other asset of an investment company shall be subject to the penalties provided under section 49 of the Investment Company Act of 1940 (maximum $10,000 fine and/or 5 years of imprisonment).
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