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Money Laundering
The acceptance of large amounts of cash from individuals or businesses where the money is suspected
of being used for illegal purposes.
must be filed when any transaction conducted through a Broker Dealer involving funds or assets of
$5,000 or more takes place and where the Broker-Dealer detects any known or suspected Federal
Criminal Violation.
Put into place for the purpose of protecting public customers against the risk of loss due to the failure of
a Broker-Dealer.
SIPC will provide protection for customers of up to $500,000 per separate customer for cash and
securities, but not more than $250,000 may be paid for a cash claim.
up to $500,000 per separate customer for cash and securities, but not more than $250,000 may be paid
for a cash claim.
The SEC, FINRA, Governors of the Federal Reserve Banks, the Comptroller of Currency, and the Federal
Deposit Insurance Corporations (FDIC)
SROs set rules, regulations, and penalties related to the securities and transations which they oversee.
Examples include FINRA, the MSRB, and Excanges such as the NYSE.
Insider Trading
A violation of Federal Securities Laws and applies to anyone that trades securities based on material,
non-public information.
The MSRB requires charges (commission, mark-up/down, prices) to be fair and reasonable.
Its purpose is to handle any disputes, claims, or controversies arising out of or in connection with the
business of any member of FINRA.
was created in 1975 to formulate rules to regulate all firms transacting business in municipal securities.
Securities Exchange Act of 1934
Designed to protect the public against unfair and inequitable practices in secondary market securities
transactions.
The five ways the Federal Reserve regulates the flow of money and credit in the economy
When a prospectus or offering circular must be delivered. For example: New Issues, Registered
Secondary Offerings, and Sales of Open End Investment Company Shares.
Broker Dealers who transfer funds, including wire fund transfers of $3,000 or more, must collect, retain,
and record certain information.
Statements must be sent out monthly if there is activity and quarterly if there has been no activity in the
account.
SEC Rule 144: control stock that can be sold within a 90 day window
Markup Policy
The 5% guideline that must be used when calculating the markup or markdown on transactions between
a market maker and customer.
sets forth the conditions under which a holder of unregistered securities may make a public sale without
filing a registration statement with the SEC. It covers the resale of restricted and control stock.
Restricted securities must be fully paid for and owned for at least 6 months.
FINRA Code of Procedure
1. Requires registration of new issues with the SEC before sale to the public.
2. Calls for full and fair disclosure
3. Requires the delivery of a prospectus for the sale of new issues
4. prohibits fraud in the sale of new issues
the SRO that was created when the regulatory divisions of the NYSE and the NASD joined to form one
regulatory body, eliminating duplication of regulation of members.
Broker-Dealers must file CTRs for transactions involving currency (cash) over $10,000.
Series 7 Treasury
T-Bonds
Fixed income securities which pay semi-annual interest and mature in 10-30 years
Direct short-term debt obligations of the federal government - an extremely liquid investment of the
highest quality.
T-Notes
Fixed income securities which pay semi-annual interest payments and mature in 2-10 years.
$1,000
T+1
Treasury notes and bonds where the interest and redemption payments are indexed to the current
inflation rate based on the Consumer Price Index (CPI).
Series 7 Investment Banking (IPO)
Investment Banker
When a new issue of securities is coming to market, a syndicate is formed. Members of the syndicate
are referred to as syndicate members or underwriters. These are firms that are involved in the
distribution of the new issue of securities and are typically headed by a Managing Underwriter.
Third Market
Fourth Market
Reallowance
A fee paid to non-syndicate outside broker/dealer firms who requested shares or assisted in the
distribution of shares during an underwriting.
Units of 100 shares, Multiples of 100 shares, or Combinations permitting 100 share units
Good Delivery
Secondary Distribution
The redistribution of a large block of securities typically held by a few owners (insiders).
Primary Distribution
Ex-dividend date
The date on which the stock begins to trade without a declared dividend. When buying on or after the
ex-date, new owners are not entitled to the dividend.
Designated Market Maker (Formerly Specialist)
The DMM is the key individual on an exchange trading floor who is required to maintain a fair and
orderly market in the security assigned to him or her.
A quotation service that displays real-time quotes, last-sale prices, and volume information in low priced
OTC securities and other thinly traded securities.
Tombstone Ads
Manager's Fee
Fee collected by the managing underwriter for performing managerial functions for the syndicate.
When a member firm is a participant with both the OTC market and the Exchanges.
The largest stock exchange in the world by dollar value of its listed securities.
Shelf Registration
Using a single registration statement, a corporation can register all securities it intends to issue in the
upcoming three-year period, then issue them from the "shelf" without filing again with the SEC.
Managing Underwriter
The firm that serves as head of the syndicate group and determines the scale on a serial bond or the
pricing on a term bond issue.
All securities trades that take place off the floor of an organized exchange.
Insider
Selling Concession
A fee collected by selling group members for their assistance in distribution of an underwriting.
Competitive Bidding
Municipality requests sealed bids from underwriters or underwriting syndicates and awards the bonds
to the group which offers the municipality the lowest net interest cost.
Western Agreement (Divided)
Each member is responsible for their own bonds and not for any other member's unsold bonds.
Each member of the syndicate is severally and jointly responsible for the underwriting according to their
fixed participation percentage.
Underwriter's Compensation
A fee collected by selling syndicate members for participation in an underwriting and any financial risk
taken.
Negotiated Underwriting
The managing underwriter is hired and the terms of the new issue are negotiated (commonly used for
municipal revenue bond issues)
Series 7 Account Types
Tenants in Common
If one of the tenants dies, his interest will pass to his estate and not to the other joint owner.
Individual Accounts
Established and maintained by States and allow individuals to set up plans to pay for student's qualified
higher education expenses with tax-free withdrawals for qualified educational expenses.
Upon the death of an individual investor, or the last surviving account owner in a joint account, the
assets in the account are passed on to beneficiaries according to the written TOD agreement, thus
eliminating the need for probate.
Cash Account
Requires the customer to pay cash in full for all securities purchased in account.
Trust Accounts
A trust is an arrangement in which property is managed by one person for the benefit of another
person.
Tax-exempt accounts for the qualified education expenses of a designated beneficiary to pay for
education expenses.
allow anyone to establish an account in the name of a beneficiary and "lock in" the cost of a specific
number of academic periods or units at current prices for use in the future by the beneficiary.
Account for two or more people. Upon the death of either party, the surviving tenant becomes the sole
owner of the securities.
Contributions must be in cash and are limited to $2,000 per year per beneficiary. Contributions are not
tax deductible. Eligibility is phased out for taxpayers with certain levels of modified AGI.
When a customer is long a stock in their account and sells the same stock short, this is considered to be
a neutral market position.
Short position
Investor "borrows" stock from their B/D and then sells the stock that they borrowed.
Orders where the RR determines the Time and Price ONLY. The RR cannot determine the Size of the
order or the Security being traded.
Short Sale
attempts to make money by borrowing and then selling a companys stock at a high price and then later
buying and replacing that amount of stock at a lower price. Investors that sell stock short generally
expect the market price of the stock to decline (bearish).
Short Sale
The sale of stock by a customer who has borrowed the stock from their Broker-Dealer. Customers intend
to make money at a later date by buying the stock at a lower price and replacing the shares that they
borrowed.
Long Position
Discretionary Authority
When a person other than the individual who owns the account has discretion to make purchases and
sales in an account. This can be a registered representative at the firm, or an investment adviser
representative, etc. Prior to executing discretion, written authorization from the client is required.
Common stock
Equity security that represents ownership in a corporation. Those who purchase common stock are
referred to as shareholders and have equity in the corporation.
1. Taxes
2. Secured debt
3. Unsecured debt
4. Preferred stockholders
5. Common stockholders
Preferred stock
Equity security that represents ownership in the corporation and has priority over common stock in
receiving dividends and sharing in assets if the company is dissolved. Typically pays a fixed dividend and
generally classified as a fixed income security.
Record date
Date on which the corporation closes the updating of the stock record book.
Series 7 Bonds
Bonds
A debt security - investor becomes a creditor who receives interest payments for lending capital.
Term Bonds
Bonds that are all issued with the same maturity date.
Serial Bonds
Bonds that are a general obligation of the issuing municipality (state, country, city, school district, etc.).
Bond Point
Municipal Bond
Bonds issued by state and local government entities such as cities, counties, school districts, authorities
(transit, etc), and the state.
Revenue Bonds
Bonds for which the payment of bond interest and principal depends on specific identified sources of
revenues such as user charges, lease payments, licenses fees, or "special" taxes.
General Obligation bonds are secured by taxes collected by the municipality. They are not secured by
revenues from revenue-generating facilities (these would be revenue bonds).
Revenue bonds which are also backed by the full faith and credit of a municipality.
Premium Bond
sold at a deep discount and pay no interest while the bonds are outstanding.
Sinking Fund
Ensures that money is set aside for the redemption of bond principal at maturity when required
Municipal bonds pay interest semi-annually. Interest from munis is exempt from federal income tax and
exempt from state and local taxes in the state of issuance. Outside of the state of issuance, interest may
be subject to state and local income taxes.
Legal Opinion
A statement from a reputable independent law firm hired by the issuer pertaining to the tax-exempt
status of municipal bonds.
A discount bond
Refunding Bonds
1. Buy Limit
2. Sell Stop
1. Sell Limit
2. Buy Stop
Market Order
Order to buy or sell a security at the best price available when it reaches the marketplace.
Stop Order
A memorandum order from a customer that becomes a market order if a trade takes place at or through
the price stated in the memorandum.
Can protect a profit or limit losses on an existing position, but cannot assure a specific price of
execution.
Limit Order
A combination of a stop and a limit order. It is first a stop order, then becomes a limit order.
Series 7 Investment Company
Net Asset Value (NAV)
Reflects the closing market value of all the securities in the funds' portfolio plus any interest or dividend
income received on the securities in the portfolio. Net Asset Value is presented on a per share basis,
which requires the total NAV to be divided by the number of fund shares outstanding.
Breakpoints
Also called Mutual Funds, they issue only redeemable shares (no secondary market).
They issue shares once, which are then publicly traded in the secondary market.
Investment Company
A financial institution principally engaged in investing in securities. Investment companies pool the
money of investors and invest the funds in securities, attempting to achieve a stated goal.
Purchasing equal dollar amounts of a specific security at regular pre-established time intervals.
Series 7 Capital Gains/Losses
Net losses may be written off against ordinary income up to a maximum of $3,000 per year.
15%, unless the investor is in the 39.6% tax bracket then the long term capital gain rate would be 20%.
The buyer of the call buys 100 shares of underlying common stock at the exercise price.
Investors who are bullish will either SELL a put option or BUY a call option.
Investors who are bearish will either SELL a call option or BUY a put option.
What happens when the seller of an equity call option receives an exercise notice?
The seller of the call option is obligated to sell 100 shares of the underlying common stock at the
exercise price.
Each customer must be specifically approved for options trading by a Registered Options Principal (ROP)
prior to the time that the firm accepts an option order from the customer.
When the market price of the stock is less than the exercise price of the option
When the market price of the stock is greater than the exercise price of the option
The fixed price of an option contract at which call buyers buy stock on exercise and put buyers sell stock
on exercise.
Options Premium
The price at which an option contract trades. Premiums are paid by buyers and received by sellers.
The buyer of the put option sells 100 shares of the underlying common stock at the exercise price.
Index Options
Options (puts and calls) on stock indices (ex. S&P 500) that settle in CASH, not stock.
Straddle
An equal number of puts and calls, both Long or both short, on the same stock with the same strike
price, and the same expiration month.
An investor who establishes a Short Straddle expects the market to remain neutral.
An investor who establishes a Long Straddle expects the market to make a major move, either up/down.
Spread
A long and short position in two call contracts or two put contracts on the same underlying stock.
Bull Spread - will profit from a RISE in the market price of the stock.
Bear Spread - will profit from a DECLINE in the market price of the stock.
Funds similar to normal index mutual funds with a portfolio that mirrors a specific index or industry
sector basket of securities. The primary difference between an ETF and an index is that ETFs have shares
that trade like common stock shares.
General Partners
A program which allows investors certain tax advantages for the underlying asset.
Intangible drilling costs, depletion, tax deferral, flow through of tax benefits, depreciation deductions
Residential, commercial, industrial, Government assisted housing, condominium securities, and raw land
properties
Liability is limited to the amount of their "at risk" investment in the entity
The Tax Code allows up to $25,000 of losses from rental real estate activities to be deducted each year
against ordinary income.
Generally have a fixed portfolio of diverse municipal or corporate bonds. They only issue redeemable
units and they are not managed but are supervised.
Debt instruments issued by banks. The bank promises to repay the principal amount less investor fees at
final maturity and the performance of the ETN is linked to a specific index or a particular strategy of
investing.
Eurodollar Bonds
Short term instruments which are guaranteed by banks in return for time deposits.
companies that manage a portfolio of real estate to earn profits for their shareholders, generally formed
to invest in real estate.
An instrument of debt that is generally issued by transportation companies to purchase new equipment,
which are secured by the new equipment. These bonds are usually not callable, are normally issued in
serial form, and rarely ever default.
Short term instruments with a minimum deposit of $100,000 issued and guaranteed by banks.
Eurodollars
Deposits in US dollars with banks outside of the US that are frequently used to settle international
transactions.
Banker's Acceptances
A government agency which offers investors an undivided interest in a pool of mortgages (VA and FHA)
guaranteed by the US Government.
A bond that is secured by a pool of mortgage loans. CMOs are mortgage-backed securities.
An instrument of debt issued by a company using securities of other companies as collateral (mostly
stocks and bonds). The securities are placed on deposit with a trustee while the collateral trust
certificates are outstanding.
A publically owned, government sponsored company which trades on the NYSE using conventional
mortgage payments made by homeowners to pay principal and interest.
Fannie Mae (FNMA)
A publically owned government sponsored company which trades on the NYSE. It buys mortgages from
lenders and is the largest source of home mortgage funds (VA and FHA) for low, moderate, and middle
income home buyers in the U.S.
Commercial Paper
Unsecured promissory notes of corporations - one of the best ways for a corporation to raise short term
funds.
Short-term money market instruments sold by a firm with the agreement to repurchase them at a later
date at an agreed upon price.
Receipts traded in the U.S. for foreign securities held in bearer form by an American bank in the foreign
country. They have no voting privileges, dividends are paid in U.S. dollars, and they are not issued as
callable.
Series 7 Margin
Margin Account
Account where the customer can use borrowing power to purchase additional securities (Reg T 50%
deposit, 50% borrowing), called leverage and will magnify gains and losses to account. Clients must have
a margin account to sell stock short.
Customer must maintain 25% of the current market value of securities in the form of equity in the
account.
What can be used to meet the initial margin requirement in a margin account long?
Customer must deposit 50% of the purchase price or $2000, whichever is greater. An exception to this
rule is if the purchase price in the account is less than $2,000, then the customer must deposit the full
amount of the purchase.
Customer must maintain 30% of the current market value of securities in the form of equity in the short
margin account.
Regulation T settlement
Generally 50% of the purchase price. This means that the customer deposits 50% of the purchased
amount and can borrow the remaining 50% from the broker/dealer (loan value).
A line of credit available to the client based on prior buying power within the margin account.
a) $0 up to $5: Deposit of $2.50 per share or 100% of the market value, whichever is greater
b) $5 up to $17: Deposit of $5.00 per share
c) $17 and over: Regulation T (50%)
Series 7 Formulas
Equity In A Short Margin Account = Proceeds of the Short Sale + Reg T deposit OR
Credit Balance - Current Market value short
Current yield
Current Yield = Annual Dividends / Market price
Parity Formula for Convertible Securities when given the Market Price of the Convertible Security
Account designed to encourage employed individuals to save for retirement by providing them with tax
incentives. Tax incentives include a deduction for contributions for individuals whose income does not
exceed maximum amounts and tax deferral of growth within the account. Distributions after retirement
are taxed as ordinary income.
Traditional IRAs - Individuals who ARE active in a retirement plan at work maybe able to deduct
contributions to an IRA depending upon income limitations and adjusted gross income.
Traditional IRAs - Individuals who are NOT active in a retirement plan at work may deduct ALL of their
contributions up to annual contribution limitations.
Roth IRAs
Another way for individuals to save for retirement. Contributions are NOT tax deductible from the
owner's gross income but the incentive to invest is that the withdrawals of the contributions and
qualified earnings are tax-free if certain conditions are met.
A portion of the distribution may be included in the account owner's gross income and will generally be
subject to a 10% early withdrawal penalty.
Rollovers
Plan used by small businesses to provide retirement benefits for themselves and their employees used
due to low administrative costs. Employer makes tax-deductible contributions into IRA and employees
make their own additional contributions.
Provides for minimum standards for established private sector retirement plans: disclosure, standards,
accountability, remedies, guarantees. It does not compel an employer to have a retirement plan or to
provide minimum benefits in a plan.
Series 7 Annuities
Annuities
A contract issued by a life insurance company to provide a series of periodic payments (stream of
payments) to an annuitant(s) for life.
Fixed Annuities
Fixed structure, meaning it pays the same predetermined dollar amount each period.
Variable Annuities
Variable in structure. Premiums paid by annuity holders go into a separate account and are invested
according to the annuity holder's wishes. Variable annuities participate in market movements, offering
more risk, but the potential for more returns. They are classified as securities.
Series 7 MISC
Who needs to sign the New Account Report Form?
The Branch Manager or Principal and the Registered Representative. The customer does not need to
sign the form, once completed.
Equities
Asset Allocation
The diversification of investments in a customer's account determining the percentage of assets which
should be invested in stocks, bonds, real estate, and other asset classes.
Customers wishing to minimize risk in a common stock portfolio can accomplish this by investing so
that:
1. The largest percentage of the securities in the portfolio are affected differently by economic
conditions
2. The largest percentage of the portfolio consists of leading common stocks.
Foreign currency values will generally move inversely to the U.S. Dollar.
To stimulate the economy, the Fed would BUY US Gov't securities. This pumps money into the economy.
To slow down the economy the Fed would SELL US Gov't securities. This takes money out of the
economy.
Federal Funds
Funds deposited by commercial banks at Federal Reserve Banks that are in excess of bank reserve
requirements.
Solicitations may be placed only between the hours of 8 a.m. and 9 p.m. local time of the party called.
A US balance of payments deficit would decrease (improve) due to:
Investment theory that states it is impossible to "beat the market" because the stock market is efficient,
meaning that current share prices always reflect all relevant information.
Fundamental Analysis
Concerned with a specific company and factors specific to the company such as the company's earnings,
price per share, debt level, etc.
Technical Analysis
Concerned with market price movements and market trends. For example charting is a form of technical
analysis.
Under MSRB rules, municipal securities dealers are prohibited from giving a gift in excess of $100 dollars
per person per year.
Unlimited
Gift Limits between associated persons and from associated persons to customers
Gifts are computed annually and may not exceed $100 giving or receiving per person per year.
Fiduciary
A person vested with legal rights and powers to be exercised for the benefit of other persons. Examples
include: Trustees, Executors, Administrators, Guardians, Custodians, and accounts For the Benefit Of
(FBO) another person.