Securities Industry Essentials

SIE
Learning Guide

v10
 SIE On-Demand Learning Guide

How to Use This Learning Guide

As the instructor presents the material through the On-Demand lecture, use this Learning Guide to take notes, answer
questions, and complete activities. Once the On-Demand program is complete, this Learning Guide can be used as an
ongoing resource.

Breakdown of the SIE Exam

 75 multiple choice questions plus 10 unscored items (85 total)
 1 hour and 45 minutes to complete the SIE Examination
 Minimum required passing score is 70%

Function # of Questions

1. Knowledge of Capital Markets 12

(Covered in Chapters 1, 2, 11, and 19) (16% of exam)
2. Understanding Products and their Risks 33
(Covered in Chapters 3, 4, 5, 7, 8, 9, 10, and 20) (44% of exam)

3. Understanding Trading, Customer Accounts and Prohibited Activities 23

(Covered in Chapters 6, 12, 13, 14, 15, and 16) (31% of exam)

4. Overview of the Regulatory Framework 7

(Covered in Chapters 17 and 18) (9% of exam)

© Copyright 2021. All Rights Reserved. v10

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available to you for your personal, non-commercial use as a study tool to assist you in preparing for the related
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Chapter 1 – Overview of Market Participants

and Market Structure

Key Topics

1 2 3 4 5
TYPES OF HOW FIRMS TYPES OF PRIMARY VS. CLEARING AND
ISSUERS FUNCTION INVESTORS SECONDARY SETTLEMENT
He fin MARKETS
Learn about the Learn the Learn about the Learn how trades
different types differences in how differences in Learn what clear and settle
of issuers and brokers, dealers, retail, accredited, differentiates the between firms.
the securities and investment and institutional primary vs. the
they issue advisers function. investors. secondary market.

Types of Issuers
Issuers are legal entities that raise capital by issuing securities. These include:
 Corporations
 U.S. Treasury and government agencies
 State and local governments
 Banks
 Foreign governments
Types of securities that may be issued:
 Equity – used by corporations
• Represents ownership
 Debt (i.e., notes and bonds)
• Represents an issuer’s promise to pay

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How Broker-Dealers Function

Broker Agency
 Firm acts as a conduit or agent
 Finds another party willing to take the other side of the trade Broker
 Collects commission for the service
 No risk to the firm Commission

How Broker-Dealers Function

Dealer Principal
 Firm acts as a principal
 Firm takes the other side of the trade Dealer
 Entitled to markup/markdown
 Inventory/risk Markup/markdown

The Structure of a Securities Firm

INFORMATION BARRIERS

RESEARCH

INVESTMENT BANKING PRIVATE CLIENT

‒ Issuance -Retail Brokerage
ISSUER INVESTORS
‒ M&A SALES & TRADING
‒ Private Equity -Fixed Income
‒ Debt and Equity Capital -Equity
Markets INVESTMENT
MANAGEMENT

INFORMATION BARRIERS

Market Maker and Its Quote

A market maker is a broker-dealer that chooses to display quotes to buy or sell a specific amount of securities at
specific prices
 Quotes are firm for at least 100 shares
Bid Ask (Offer)
17.05 17.15

The difference of $0.10 is the Spread

Bid represents a client’s selling (liquidation) price Ask or offer represents a client’s purchase price
 This is the price at which the MM will buy  This is the price at which the MM will sell

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Investment Adviser (IA) and Municipal Advisor (MA)

Investment Adviser (IA)
 An IA is a firm that charges customers a fee for managing their securities portfolios
• The fee is based on the assets under management (AUM)
• An IA is considered a large or institutional customer of a broker-dealer
Municipal Advisor (MA)
 An MA is a person or firm who advises municipalities on bond offerings and must be registered with the SEC
• An MA typically advises issuers (e.g., state, county, or city) regarding the structure and timing of a new offering

Activity
Match each description to the appropriate term:

BROKER Represents ownership in a corporation

DEBT Maintains an inventory of securities

INVESTMENT ADVISER Charges a fee

MARKET MAKER Receives a commission

EQUITY Issuer is borrowing money

Institutional and Retail Investors

Institutional Investors
 Investors are typically defined based on the amount of assets they have invested
 Customers with a large amount of assets are referred to as “institutional investors,” such as:
• Banks
• Insurance companies
• Investment companies
• Corporations, partnerships, individual investors with a certain amount of money invested
• Registered investment advisers
• Public and private pension plans
• Hedge Funds
Retail Investors
 Individual investors who are not defined as institutional investors are considered “retail investors”

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Accredited Investors and QIBs

Accredited Investors
 There are other terms used for certain investors, but they are based on regulatory definitions
• Accredited investors are institutional investors as well as individuals who have met a financial test:
− Net Worth of $1,000,000 excluding their primary residence
OR
− Annual Income of $200,000 in each of the last two years ($300,000 married couples)
Qualified Institutional Buyers (QIBs)
 Buyer must own and invest a minimum of $100 million of securities
 Cannot be a natural person (human)

The Primary Market

Issuer Underwriter Investor

 Needs capital  Facilitates distribution

 Hires underwriter  Assume liability that varies
with offering type
 Signs of Underwriting
Agreement with issuer
IPO versus Follow-on

Secondary Markets
Trading markets that facilitate the exchange of existing financial instruments among investors
NYSE and other traditional centralized exchanges:
 Provide a specific location for trade execution
 Trading is normally monitored by a specialist or designated market maker (DMM)
 Exchanges include:
• NYSE MKT (formerly American Stock Exchange)
• Boston Stock Exchange
• Chicago Stock Exchange
• Pacific Stock Exchange

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Dealer-to-Dealer Markets
 Non-physical; phone and computer network
Nasdaq
 Negotiated market
 Unlimited number of “market makers”
 Classified as a securities exchange
 Often low priced and thinly traded
Non-Exchange Issues  Two systems which offer real-time quotations:
(OTC) • OTCBB (Bulletin Board) – Must be reporting companies
• OTC Pink Markets – May be non-reporting companies
 Stand ready to buy or sell at least 100 shares at their quoted prices
Market Makers
• Subject to SRO Rules
Traders
 Execute trades for their firm or their firms’ clients
 Do not maintain an inventory

Other Secondary Market Terms

Third Market
 Listed securities traded OTC
 Trades included in NYSE volume totals
Fourth Market
 Transactions between institutions
 Most true fourth market trades are internal crosses set up by money managers
Dark Pools
 Provides liquidity for large institutional investors and high-frequency traders
 Quotes are not disseminated to the public
 Limits impact on the market

Activity
Read each statement and fill in the blanks.
1. To be considered an accredited investor, an individual must have a net worth of _________________ or
annual income of $_______________.
2. A qualified institutional buyer cannot be a ______________________ and must own and invest a minimum of
___________________.
3. An issuer may hire an _________________ to assist in selling its securities publicly to raise capital.
4. The _______________ market is where issuers raise money by selling securities to the public.
5. The _________________ market is where the trading of existing securities between investors occurs.
6. ________________ is considered a registered exchange with an unlimited number of market makers.
7. ______________________ stand ready to buy or sell securities at their quoted prices, while
_______________ execute trades for the firm or the firm’s clients.
8. A transaction executed directly between two institutions is considered a _______________ market trade.

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Clearing and Settlement

DTCC

NSCC FICC

Clearing Firms

Introducing (Correspondent) Firms

• Omnibus
• Fully Disclosed

Fully Disclosed versus Omnibus

Introducing firms process trades through clearing firms in one of two ways:

1. Fully Disclosed Accounts 2. Omnibus Accounts

 Specific information about each individual client is  A single account is set up at the clearing firm
given to the clearing firm  Specific client information is maintained by the
 Clearing firm is responsible for: introducing firm
• Maintaining client assets  Recordkeeping responsibilities rest with the
• Establishing a separate account for each client introducing firm
• Sending confirmations, statements and checks
− Contact information for introducing
firm is included

DTCC and the OCC

Depository Trust & Clearing Corp. Options Clearing Corp.
 Provides clearing, settlement, and information  Issues and guarantees option contracts
services for its members  Regulates exchange-traded options (listed options)
• Is parent of the National Securities Clearing • Acts as the third party in all option
Corporation (NSCC) transactions (i.e., the buyer for all sellers and
 Guarantees settlement the seller for all buyers)
 Removes counterparty risk  Deals directly with broker-dealers, not customers
 Transactions among members are completed  Trade settlement between broker-dealers and the
through computerized bookkeeping entries OCC is next business day

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Prime Brokerage Accounts

Prime Brokerage
 When a primary B/D provides a large client (e.g., hedge fund) with the ability to clear all trades through a
centralized firm with executions occurring with multiple B/Ds
• Prevents a single firm from determining the client’s strategy
 The prime broker offers specialized services such as custody, securities lending, margin financing, clearing
processing, operational support, research and customized reporting

Prime Brokerage
P.B.
The client, prime broker, and all executing brokers will
communicate regarding trades placed, settled, etc.

Equity Trades All trades settle and clear

through the prime broker

Bond Trades

Derivative Trades

Institutional
Customer

Question
As it relates to the methods of clearing and settlement, which of these statements is/are TRUE?
Circle all that apply.
I. The clearing firm must maintain all client information for a fully disclosed account
II. Specific client information is held by the clearing firm in an omnibus account
III. The executing firms are subject to counterparty risk when clearing trades through the DTCC
IV. The Options Clearing Corporation only works with broker-dealers

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Activity
Read each characteristic and determine the entity or type of account to which it applies.

THE BUYER FOR ALL SELLERS AND

THE SELLER FOR ALL BUYERS

TRADES FROM MULTIPLE FIRMS CLEAR

AND SETTLE THROUGH ONE FIRM

CLEARING FIRM IS RESPONSIBLE

FOR INDIVIDUAL CLIENT INFORMATION

INTRODUCING FIRM IS RESPONSIBLE FOR

INDIVIDUAL CLIENT INFORMATION

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Chapter 2 – Overview of Regulation

Key Topics

1 2 3 4 5
HOW FIRMS ARE FEDERAL FUNDAMENTAL THE SECURITIES SELF-
REGULATED RESERVE BOARD FEDERAL ACTS INVESTORS REGULATORY
He
Learn about the Learn the methods Learn about the
PROTECTION ORGANIZATIONS
CORPORATION
supervisory used by the FRB various laws that Learn about
structure within to influence shape the financial Learn how the FINRA, the MSRB,
a broker-dealer. monetary policy. services industry. SIPC protects and the CBOE.
customers of
broker-dealers.

Regulatory / Supervisory Overview

SEC

FINRA MSRB Exchanges

Broker-Dealer

OSJ OSJ

Branch Branch Branch Branch

Principal Principal Principal Principal

Registered Registered Registered Registered

Representative Representative Representative Representative

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Federal Reserve Board (FRB)

The “Fed” is an independent agency of the U.S. government that functions as the U.S. central bank:
 Responsible for controlling monetary policy
• Money supply
• Interest rates
 Goal is to create maximum employment and stable prices
 Tools include:
• Open market operations
• Discount rate
• Reserve requirements
• Regulation T

Other Regulators
Federal Deposit North American Securities
State (Blue-Sky) Regulators
Insurance Corporation (FDIC) Administrators Association (NASAA)
 Acts as a banking regulator  State Administrator (sometimes  Responsible for creating the
 Insures banking depositors called Commissioner) provisions and updating the USA
for up $250,000 • Enforces the Uniform  Focuses on protecting investors
Securities Act (USA) from fraud
• The USA is a model law, not
the actual law of any state

Activity
Read each statement and determine which individual or regulation applies:

RESPONSIBLE FOR SUPERVISING

REGISTERED REPRESENTATIVES
CONTROLS THE MONEY SUPPLY
AND INTEREST RATES

INSURES BANK DEPOSITORS

ENFORCE THE UNIFORM

SECURITIES ACT

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The Securities Act of 1933

Scope of the law
 To provide for “full disclosure”
 Prospectus must precede or accompany any solicitation of a new issue (no marking or highlighting)
 SEC “no approval clause”
Requires SEC registration of new issues
 Registration exemptions are provided to issuers of certain securities and specific types of transactions
Liability
 Unconditional for issuers regarding information to investors
 Conditional for the underwriters that are required to perform:
• Reasonable investigation
• “Due diligence”

Securities Exchange Act of 1934

Scope of the law:
 To regulate the secondary market
 Created the SEC to enforce federal securities laws
 The SEC utilized self-regulatory organizations (SROs)
Specific provisions of the Act:
 Margin requirements (Regulation T)
 Registration requirements for B/Ds and RRs
 Trading regulations
 Insider regulations

Investment Advisers Act of 1940

An IA is defined as any person (firm) that meets the A-B-C Test:

Advice – Provides advice about securities, including asset allocation

The IA definition includes firms that
Business – As a regular business manage wrap accounts (i.e., they
collect a single fee for providing

Compensation – Receives compensation for the advice

advice and executing transactions)

Investment Advisers Act of 1940

The following persons are excluded from the IA definition:
 Broker-dealers that receive commissions only
 Banks, savings institutions, and trust companies
 Specific professionals who give incidental advice:
• Lawyers, Accountants, Teachers, Engineers (L,A,T,E)
 Publishers of newspapers and periodicals
• No timed or tailored advice is provided

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Securities Investors Protection Act (SIPA)

Created the Securities Investors Protection Corporation (SIPC)
 Non-profit membership corporation (not government agency)
 Protects Separate Customers (not accounts) if B/D bankruptcy occurs
• Separate customers include IRAs, as well as joint and custodial accounts
• Separate coverage provided for accounts that are held at different firms
Coverage:
 Cash and street name securities: $_______________
• Will only cover cash up to: $_______________
• If limits are exceeded, customer becomes a: ________________________
Not covered:
 Fraud (covered by fidelity bond), futures contracts, commodities, and fixed annuities

Securities specifically identifiable to a customer are distributed back to customer without limit

SIPC Coverage Examples

For SIPC purposes, the following are examples of separate accounts that are held by
Mary and Joe with the same B/D:

1. Mary has a brokerage account in her name Mary has SIPC coverage up to $_____________

For SIPC, Joe’s accounts ______________ and

Joe has two brokerage accounts, each in his own
2. name
he is protected by SIPC only up to a total of
$_____________

Joe and Mary are married and have a joint An additional maximum of $____________ of
3. brokerage account which is separate from the SIPC coverage protection is available for the joint
individual account that they maintain with the firm account

Joe is protected for up to $____________ for his

Joe has a Roth IRA and a traditional IRA with the
4. brokerage firm
Roth IRA and for up to $____________ for his
traditional IRA.

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Other Federal Laws

Penny Stock Reform
 Regulates solicited sales of penny stocks (i.e., unlisted equities priced below
$5.00 per share)
Act of 1990
 Firms must establish suitability, approval, and disclosure procedures
 Insiders include corporate officers and directors; owners of more than 10% of a
Insider Trading and
company’s common equity
Securities Fraud
Enforcement Act 1988
 The use of material, non-public information is prohibited
 Both tippers and tippees may be in violation
 Identifies three types of investment companies:
Investment Company 1. Management Companies
Act of 1940 2. Unit Investment Trusts
3. Face Amount Certificate Companies
Telephone Consumer  Call time frame: 8:00 a.m. to 9:00 p.m. local time
Protection Act of 1991  Firms maintain “Do Not Call” lists
USA PATRIOT  Establishes the basis for a firm’s anti-money laundering (AML) regulations
Act of 2001  Requires the filing of reports based on financial transactions

Activity
Match each Act to the appropriate situation:

Uses an A-B-C test to determine whether an entity is subject

SECURITIES ACT OF 1933
to its rules
SECURITIES EXCHANGE
Limits unsolicited phone calls during specific hours of the day
ACT OF 1934
INVESTMENT ADVISERS
Responsible for implementing AML rules
ACT OF 1940
USA PATRIOT
Established full and fair disclosure rules for new offerings
ACT OF 2001
TELEPHONE CONSUMER Requires registration of registered representatives and
PROTECTION ACT OF 1991 broker-dealers

Financial Industry Regulatory Authority (FINRA)

The primary self-regulatory organization (SRO) for the securities industry

Conduct Rules Uniform Practice Code (UPC) Code of Procedure (COP) Code of Arbitration

 Governs the  Standardizes the  Establishes the  Provides the method

interaction between procedures for doing process used to for resolving disputes
customers and business in financial discipline any person (typically monetary)
firms markets who violates FINRA between members,
rules including those that
involve public
customers

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Municipal Securities Rulemaking Board

The MSRB formulates and interprets the rules that apply to:
 Broker-dealers and salespersons engages in municipal business and
 Municipal advertising
MSRB rules do not apply to municipal issuers
Since the MSRB has no enforcement power, its rules are enforced by a separate regulatory agency:
For broker-dealers: For bank dealers:
 FINRA or  Comptroller of the currency
 SEC  FRB or
 FDIC

Chicago Board Options Exchange (CBOE)

CBOE functions as the:
 Self-regulatory organization mainly for the options market
 A trading venue for:
• Equity options
• Index options
• Yield-based options
• ETFs
Regulated by the SEC

Question
Which of the following statements regarding the SRO is/are TRUE? Circle all that apply.
I. FINRA’s Uniform Practice Code determines the discipline for those violating its rules
II. The MSRB formulates and interprets its rules, but does not enforce them
III. The CBOE provides a trading venue for ETFs
IV. FINRA is responsible for enforcing MSRB rules

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Chapter 3 – Equity Securities

Key Topics

1 2 3 4 5
CORPORATE CHARACTERISTICS CLASSIFICATIONS TYPES OF RIGHTS VS.
STRUCTURE OF COMMON OF STOCK PREFERRED WARRANTS
He
Learn about the
STOCK
Learn about the
STOCK
Learn about the
securities that Learn about the different Learn about the differences
corporations issue benefits of owning classifications of different types of between rights and
to raise capital. common stock and stock and what they preferred stock and warrants.
the limits on offer. what makes them
restricted stock. marketable.

Corporations
 File Articles of Incorporation
• Also referred to as a Certificate of Incorporation or Corporate Charter
 Solicit individuals to serve as members of the Board of Directors
• Board member responsibilities include:
− Overseeing the management team
− Corporate governance
− Declaring dividends

How Corporations Raise Money

Debt financing

Senior to
Bondholders equities

CORPORATION
Two types:
Stockholders – Common (junior)
– Preferred (senior)
Equity financing

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Issuing Stock
The Corporate Charter determines the number of shares that are authorized and can be issued

Initial Public Offering

Authorized 1,000,000,000

Issued 10,000,000

Outstanding 10,000,000

Shares Repurchased by Corporation

If a corporation chooses to repurchase some of its outstanding shares, they become Treasury stock

Initial Public Offering After Share Repurchase

Authorized 1,000,000,000 1,000,000,000

Issued 10,000,000 10,000,000

Treasury (2,000,000)

Outstanding 10,000,000 8,000,000

Treasury stock does not receive dividends and has no voting rights.

Common Stock Ownership Rights

Participation in
Corporate Earnings
Inspection of – Entitled to
Books dividends if
declared (not
guaranteed)

Evidence of
Ownership 
Voting power, including:
– Election of board
members
Transfer of – Authorization of
Ownership additional shares and
stock splits
(but NOT dividends)

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Two Voting Methods

Statutory
 Beneficial for large shareholders
 One vote, per share, per issue
Cumulative
 Beneficial for small shareholders
 Allows shareholders to multiply the number of shares owned by the number of voting issues

Voting Methods
There are four candidates running for three seats on a corporation’s board of directors. The following tables will
compare statutory voting to cumulative voting for an investor who owns 300 shares:

Statutory Voting Cumulative Voting

Candidate A Candidate A
Candidate B Candidate B
Candidate C Candidate C
Candidate D Candidate D
Total Votes Total Votes

Question
As it relates to the corporate capitalization, which of these statements is/are TRUE?
Circle all that apply.
I. The number of outstanding shares is always equal to the number of issued shares.
II. Treasury stock is previously issued shares that are no longer outstanding.
III. Shareholders vote to authorize the payment of dividends.
IV. Cumulative voting is most beneficial for small shareholders.

Restricted Stock
When securities are purchased through a private placement, they are referred to as restricted securities.
Stop-transfer instructions are issued and a legend on the certificates indicates that the securities are unregistered.
Investment Letter or Lock-up Agreement
 Purchasers must sign the letter to acknowledge that the shares cannot be resold within a defined period.

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Rule 144
Permits the sale of restricted and control stock

Restricted Stock Control (Affiliated) Stock

Unregistered stock that is acquired through a private Registered stock that is part of an issuer’s public float
placement or as compensation for senior executives of and purchased in the open market by officers, directors,
an issuer or greater than 10% shareholders of the issuer
 Mandatory six-month holding period  No minimum required holding period

When intending to sell, the SEC must be notified

 Form 144 filed at the time the sell order is place
 Securities may be sold over __________ through unsolicited broker’s trades or to a dealer that is acting as principal
 If any shares from this filing remain unsold and the investor wants to sell them, an updated Form 144 must be filed
Maximum sale allowed is the greater of:
 _____% of the outstanding shares or the average weekly trading volume over the _____________________
Filing Form 144 is NOT required if selling no more than
5,000 shares or $50,000 of securities

Rule 144 – Maximum Sale

For example, ABC Inc. has 5,700,000 shares outstanding with recent trading volume as indicated below:

Week Ended Volume Traded

2/28 62,000
2/21 60,000 Multiple Choices:
1. 57,000
2/14 56,000
2. 58,000
2/7 58,000 3. 58,800
1/31 58,000 4. 59,000

American Depositary Receipts (ADRs)

Characteristics:
 Priced in U.S. dollars
 Pay dividends in U.S. dollars
 Sponsored or Unsponsored
Sponsored Unsponsored
Issued in cooperation with the Issued without involvement of
foreign company the foreign company
May trade on U.S. exchanges Generally trade in OTC market
(Nasdaq or NYSE) (OTCBB or OTC Pink Markets)

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Question
What type of securities are acquired through a private placement?
_________________________________________
_________________________________________
What is the holding period for restricted stock and control stock?
_________________________________________
_________________________________________
How many shares can be sold when filing Form 144?
_________________________________________
_________________________________________

Activity
Match the stock with its correct description.

Stock of companies whose value fluctuates with the

Blue Chip
business cycle (e.g., household appliances, automobiles)

Stock of companies that are resistant to recession (e.g.,

Growth
utilities, tobacco)

Stock of strong, well-established,

Income
dividend paying companies

Stock of companies that pay higher than average

Defensive
dividends in relation to market price

Cyclical Facilitates the trading of foreign stock is U.S. markets

Stock of companies with sales and earnings that are

American Depositary
expanding faster than the economy; pay little (if any)
Receipt (ADR)
dividends

Preferred Stock
 Designated to provide returns that are comparable to bonds
 Pays a stated dividend (not guaranteed)
• Stated as a percentage of par
− Par value is typically $100
 Dividends are paid to preferred shareholders before common shareholders
 There are multiple types of preferred stock

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Types of Preferred Stock

Non-Cumulative
 Investor is only entitled to the current dividend; the investor is NOT entitled to unpaid dividend (dividends in
arrears)
Cumulative
 Investor is entitled to unpaid dividends (those “in arrears”) before common stock dividends may be paid
Callable
 Issuer has the ability to repurchase the stock
 Typically repurchased at a premium over par value
Participating
 Investor may receive additional dividends based on company profits
Convertible
 Investor may convert into a predetermined number of common shares

Example of Cumulative Preferred Stock

ABC Corp. intends to pay a dividend to its common stockholders in Year 3

Dividend paid to Year 1 Year 2 Year 3

8% Preferred $0 $2

6% Cumulative Pfd. $0 $2

Common

Convertible Preferred Stock

An investor bought 4%, $100 par convertible preferred stock at $110. The stock is convertible at $10 and the common
stock’s price has risen $12.
 What is the conversion ratio?

Par $100
= =
Conversion Price $10

 Based on the increased price of the common stock, at what price should the preferred stock be trading?

Market value of common x Conversion ratio = Price of Preferred

Since the price of the common stock has risen to $12,

the convertible preferred stock should be trading at $_______.

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Activity
Read each characteristic and determine the type of preferred stock to which it applies

ALLOWS STOCKHOLDERS TO
SHARE IN DIVIDENDS PAID TO
COMMON STOCKHOLDERS

PERMITS THE ISSUER

TO REMOVE THE STOCK
FROM THE MARKET

MAKES UP FOR DIVIDENDS

THAT WERE NOT PAID
IN PREVIOUS YEARS

CAN BE EXCHANGED
FOR COMMON STOCK

Preemptive Rights
Preemptive rights are:
 A shareholder’s right to maintain percentage ownership; no dilution
• Distributed through a rights offering
• One right for each share owned
 Discounted
• Shareholders exercise rights at a price that’s below the current market value prior to a public offering
• Immediate intrinsic value
 Short-term
• Typically must be exercised within four to six weeks
 Tradable

Warrants
Attached to bonds or stock; act as “sweeteners”
Allow holders to purchase a specific number of the company’s common shares
 Exercise price is above the current market value (premium)
 Long-term
• May be exercised years after the original issuance
May be “detached” and traded separately

Rights Issued to shareholders Short-term Immediate Discount

Warrants Attached to a new issue Long-term Initial Premium

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Miscellaneous Equity Rules

FINRA Rule 2261 – Disclosure of Financial Condition
 Upon request, a member firm must make its balance sheet available to customers in either physical or electronic form
FINRA Rule 2262 –Disclosure of Control Relationship with Issuer
 May be exercised years after the original issuance
SEC Rule 10b-18 – Issuer Purchasing its Own Stock
 For the issuer’s purchases to not be considered manipulative, the following conditions must be met:
• Only one broker-dealer used
• Purchases made late in the day are prohibited
• Purchase price is restricted
• Single-day purchase amount is limited

Activity
Read each statement and determine whether it is TRUE/FALSE.

PREEMPTIVE RIGHTS HAVE

IMMEDIATE INTRINSIC VALUE

WARRANTS MUST BE EXERCISED WITHIN

A SHORT PERIOD FROM ISSUANCE

CUSTOMERS MUST BE MADE AWARE

OF A BROKER-DEALER’S CONTROL
RELATIONSHIP AFTER THE TRADE

ONLY ONE BROKER-DEALER

CAN BE USED WHEN AN ISSUER
IS PURCHASING ITS OWN STOCK

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Chapter 4 – An Introduction to Debt Instruments

Key Topics

1 2 3 4 5
CHARACTERISTICS BOND PRICING PRICE VS. YIELDS RETIREMENT CONVERTIBLE
OF BONDS OF DEBT BONDS
He Learn about how
interest-rate risk and
Learn about the
inverse relationship
Learn about bonds Learn about the Learn about the
and how they work, credit risk impact between prices conditions that benefits of
as well as the types bond pricing. and yields. impact the convertible bonds.
of bonds and retirement of debt,
maturities. such as
callable bonds.

Bond Basics: What are Bonds?

A bond represents a loan or debt obligation of an issuer (the borrower)

Issuer Investor

Question
For investors, what’s the attraction to bonds?

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Terminology
10% − The maturity or due date of the bond.
− This is the date for the return of principal
General Training and the last interest payment.

− Interest rate; the fixed percentage of par 10% Debenture

− It is set when the bond is issued Due 1/15/20XX
− Stated annually, and paid semi-annually

− Par value (face value or principal of the bond) $1,000 Par

− This is the amount that the issuer agrees to pay its
investors when the bond matures

Question
What other terms are used for interest rate?

Term and Serial Maturities

 Two of the ways that an issuer may structure its loan repayment or maturity are term and serial.
 For both types, bonds are issued on the same date and interest is paid each year.
 Term maturity: the entire bond offering matures on the same date.
 Serial maturity: the bond offering matures over several years (i.e., has a series of maturity dates).
• Level debt service: Some serial maturities are structured so that principal and interest payments
represent approximately equal annual payments over the life of the offering.

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Activity
Read each description and then match it to the appropriate term.

Amount the issuer agrees to pay the investor when the

BOND
bond matures

ISSUER Entire bond offering matures on the same date

DEBT SERVICE Interest payments and repayment of principal

Represents a loan or debt obligation of an issuer

FACE VALUE
(the borrower)
Principal and interest payments represent approximately
FIXED COUPON RATE
equal annual payments over the life of the offering
The rate of interest, which generally stays constant
TERM BOND ISSUE
throughout the life of the bond
Responsible for interest payments and repayment of
SERIAL BOND ISSUE
the principal at maturity (also known as debt service)
Offering matures over several years
LEVEL DEBT SERVICE
(i.e., the issue has several maturity dates)

Zero-Coupon Bond
Issued Issued at deep discount
Matures Matures at face value (par)
Interest The difference between the purchase price and par value
Carrying value The investor’s carrying value (cost basis) must be accreted yearly
How it trades Trades flat (without accrued interest)
Reinvestment risk Not subject to reinvestment risk
Suitable for Suitable for a person planning for a specific investment goal

Why Bond Prices Fluctuate from Par

 The par value of a bond can differ greatly from the price that investors pay to purchase the bond.
 Although most bonds are initially sold at par value, as time goes by, these same bonds will trade in the market at
prices that are less than or more than par.
 A bond that’s sold for less than its par value is selling at a discount.
 A bond that’s sold for more than its par value is selling at a premium.

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Interest-Rate Risk
$ % MARKET
BOND
INTEREST
PRICES
RATES

INVERSE RELATIONSHIP
Interest-rate risk means that as market interest rates change, a bond’s price will
change in the opposite direction. They have an inverse relationship.

Activity
SCENARIO: A bond quoted at 94 ½ is trading at 94.5% of its $1,000 par value. Which of these statements are TRUE?
Circle all that apply.
I. The purchase price of this bond is $945.00.
II. This bond is trading at a discount.
III. This bond is trading at a premium.
IV. Interest rates have risen since the bond was issued.

Credit Risk
 Credit risk is a recognition that an issuer may default and may not be able to meet its obligations to pay interest
and principal to the bondholders.
 Issuers that are considered high credit risks must pay a higher rate of interest in order to induce investors to
purchase their bonds.
 Securities issued by the U.S. government have the lowest possible credit risk.
 Credit risk is more difficult to evaluate when the bonds are issued by a corporation or a municipality.

Bonds with higher ratings have lower yields and higher prices.

Credit Rating Companies

 How can investors be sure they will get their interest payments and their principal back?
• A bond’s credit rating helps determine this
 Three credit rating companies are Standard and Poor’s (S&P), Fitch Investors Service, and Moody’s.

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Credit Ratings
S&P/Fitch Moody’s
AAA Aaa
AA Aa
Investment Grade
A A
BBB Baa
BB Ba
Speculative Grade
B B
+ or - 1, 2, 3

Question
Who do you think pays for the rating?

As it relates to bond ratings, what’s the concern?

Coupon Rates and Bond Pricing

A bond’s price and interest rate are usually stated as a percentage of its par value

A bond with a price of:

 100 is selling at 100% of its par value, or $1,000.
 90 is selling at a discount equal to 90% of its par value, or $900.
 110 is selling at a premium which is equivalent to 110% of its par value, or $1,100.
For corporate and municipal bonds, a bond’s price may also be expressed in terms of points.
 Each point is equal to 1% of the bond’s par value, or $10.
 Corporate and municipal bonds trade in increments of ⅛ of a point, or $1.25.
 For pricing purposes, convert fractions to decimals.
EXAMPLE
⅛ becomes .125 and ⅝ becomes .625.
Therefore, a bond quoted at 93 ⅝ can be converted to 93.625% of par, or $936.25.

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Activity
What is the dollar value of each bond?
TIP: Don’t forget to rewrite each fraction and make them decimals. The next step is par ($1,000) multiplied by the
percentage of par and fraction.

Rate or Price Rewritten as a Decimal Dollar Value

5¼

92 ½

6⅝

109 ⅜

Pricing of Government Securities

Government bonds such as T-Notes, T-Bonds, and Agency Securities trade in increments of 1/32 of a point.

Quotation Fractional Decimal Dollar Price

$1,000 87.24

$10,000 106.04

T-bills are quoted on a discount yield basis, not dollar. In a T-bill dealer’s quotation, the
bid’s higher yield represents a lower price, while the ask’s lower yield is a higher price.

Bond Yields
NY CY YTM

 Nominal Yield (NY)  Current Yield  Yield-to-maturity

 Same as coupon  Annual interest divided by the  Same as basis and yield
 Fixed current market price  Includes the reinvestment of
annual interest and the gain or
loss over the life of the bond
 Measured to the bond’s
maturity

1.00% = 100 basis points .01% = 1 basis point

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Example: ABC Company

YTC
YTM
CY
Market Market
Prices PAR NY CY YTM YTC Rates

Market Market
Prices CY Rates
YTM
YTC

Activity
Which statements are TRUE? Circle all that apply.
I. A bond’s current yield is also referred to as its basis.
II. If interest rates are rising, bond prices are falling.
III. When bond yields are falling, bond prices are falling.
IV. If a bond is trading at par, its coupon rate, current yield, and yield-to-maturity are the same.

Retiring Debt Prior to Maturity

When a bond reaches its maturity date, the bondholder will redeem it to the issuer and receive the bond’s par value
plus the last interest payment.
The issuer’s obligation to the bondholder has ended and the debt is considered retired.
Some bonds are redeemed before they mature.

Allows the issuer to redeem bonds prior to maturity – either in-whole or partial (lottery call)
 Catastrophe calls may be enacted if the project is destroyed
Call Provision  If called, the investor receives the full return of principal plus any accrued interest
 Used when interest rates are falling
 Benefits include higher yield, call protection, call premium
Gives the bondholder the right to redeem (or put back) the bond on a date prior to maturity
(opposite of a call provision)
Put Provision  Used when interest rates are rising
 Allows bondholders to redeem their bonds at values greater than market value as
interest rates rise

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Activity
Which of these statements are TRUE? Circle all that apply.
I. Issuer’s will likely call bonds when interest rates are low.
II. Issuers will make tender offers for their bonds when interest rates are low.
III. Bondholders will exercise put options when interest rates are high.
IV. An issuer may call its bonds during call protection periods.

Convertible Debentures and Conversion Parity

 A convertible bond gives an investor the ability to convert the par value of his bond into a predetermined number of
shares of the company’s common stock.
 Convertible bonds provide investors with safety of principal and potential stock growth.
 They also allow the issuer to pay a lower coupon rate.
 The conversion price is set at a premium at issuance and the bond’s price is influenced by the underlying stock’s price.
 The price at which the bond can be converted is referred to as the conversion price and is set at the time that the
bond is issued.

The number of shares The price at which the

the investor will receive Par Value of Bond bond can be converted;
Conversion Ratio =
at conversion Conversion Price set at issue

Example: XYZ Corporation

XYZ Corporation
6% Debentures
Market price $1,100 and Convertible at $20.

Par value of bond $1,000

Conversion ratio = = = 50 shares
Conversion price $20

What is conversion parity?

 Conversion parity means equivalent market values.
 Parity exists when the price of a convertible bond is equal to the aggregate market value of the common stock
into which it can be converted.

Activity
A bond is purchased at $1,100 and convertible at $40. The market price of the common stock is now $45 per share.
What is the parity price of the bond?
1. Find the conversion ratio:
2. Find the value of those shares:
3. If converted, what is the stock’s basis?
4. When does an arbitrage opportunity exist?

5. Which is how much?

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Chapter 5 – Types of Debt Instruments

Key Topics

1 2 3 4 5
U.S. TREASURY MUNICIPAL GO AND THE TYPES OF MONEY
AND GOVERNMENT REVENUE BONDS UNDERWRITING CORPORATE MARKETS
He
AGENCY
Learn about
PROCESS BONDS
Learn about money
SECURITIES
municipal bonds Learn about the Learn about the market instruments
Learn about the and their issuers. underwriting types of corporate and repurchase
types of Treasury process for bonds. agreements.
securities and how municipal bonds.
they are priced.

U.S. Treasury Debt Overview

Characteristics Taxation of Interest
 Issued directly by the U.S.  Interest taxable at federal level
Government  Interest exempt at state and
 Highly liquid; no credit risk local levels

T-Bills, T-Notes, and T-Bonds

Treasury securities are considered marketable securities since they are traded in the secondary market after issuance.
The three most prevalent types of these marketable issues are:
 T-Bills
 T-Notes
 T-Bonds
T-Bonds and T-Notes are interest-bearing securities that have all the attributes of traditional fixed-income
investments.
Each pays a fixed rate of interest semi-annually and investors receive the face value at maturity.

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Comparing T-Bills, T-Notes, and T-Bonds

T-Bills T-Notes T-Bonds

Maturities Up to 1 year 2-10 years Greater than 10 years

Denominations All in $100 multiples

Forms of Issuance Book entry

Interest
 Discount securities  Stated annually, paid semi-annually
 Trades flat  Accrued Interest: Actual/365
How They are Initially Sold Weekly auction Periodic auction

Pricing of Government Securities

Government bonds such as T-Notes, T-Bonds, and Agency Securities trade in increments of 1/32 of a point.
However, T-Bills are quoted on a discount yield basis, not dollar
 In a T-Bill dealers’ quotation, the bid’s higher yield represents a lower price; the ask’s lower yield is a higher price

Bid Ask
2.94% 2.90%

TIPS
How can Treasury investors protect themselves from inflation?
 Acquire protection by investing in Treasury Inflation-Protected Securities (TIPS).

Offer a stated coupon with interest Adjust principal for inflation and
paid semi-annually deflation, based on CPI

TIPS Example
Principal Coupon Rate Annual Payment
$1,000 4% $40.00
CPI increases by 1% (inflation)
$1,010 4% $40.40

T-STRIPS
 Issued at a discount and mature at face value
T-STRIPS are
 Forms of zero-coupon debt created from T-Notes and T-Bonds
non-interest bearing
 Issued with a variety of maturities

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Bidding at the Auction

What are auctions?
 The government sells Treasuries through auctions conducted by the U.S. Treasury
Competitive Bids
 Placed by large financial institutions
 Indicate both quantity and price
Non-Competitive Bids
 Placed by the public
 Indicate quantity only
 Are filled first
 Bidder agrees to pay the lowest price (highest yield) of the accepted competitive bids
T-Bills
 Settle on the Thursday following the auction

Activity
Read each characteristic and then circle which type (or types) of treasury debt to which it applies.

MORE THAN 10-YEAR MATURITY T-Bills T-Notes T-Bonds

INTEREST IS FEDERALLY TAXABLE T-Bills T-Notes T-Bonds

SOLD AT WEEKLY AUCTION T-Bills T-Notes T-Bonds

DISCOUNTED SECURITY T-Bills T-Notes T-Bonds

2 – 10-YEAR MATURITY T-Bills T-Notes T-Bonds

BOOK-ENTRY ISSUANCE T-Bills T-Notes T-Bonds

INTEREST PAID SEMI-ANNUALLY T-Bills T-Notes T-Bonds

Question
Which of these statements are TRUE with regards to Treasury auctions? Circle all that apply.
I. Non-competitive bids are filled first.
II. Competitive bids determine price.
III. Non-competitive bids submit quantity and price/yield.
IV. The lowest accepted price/highest yield clears the auction.

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Agency Securities
 Debt instruments issued and/or guaranteed by federal agencies and GSEs
 Exempt from state and federal registration
 Quoted in 32nds
 Accrue interest based on 30 days in the month/360 days in the year
 Issued in book-entry form
Two types:
FARMING LOANS MORTGAGE-BACKED SECURITIES
 Federal Farm Credit Bank (FFCB) Mortgage-backed securities represent an interest in a
• Provides agricultural loans to farmers pool of mortgages.
• Subject to federal tax, but exempt from  Monthly payments consist of interest and principal
state and local taxes  Interest portion is fully taxable
 Subject to prepayment risk
Agencies that issue mortgage-backed securities include:
 GNMA or Ginnie Mae
 FNMA or Fannie Mae
 FHLMC or Freddie Mac

The most common security issued by government agencies is a mortgage-backed pass-through

certificate. Pass-throughs provide excellent credit quality and a slightly higher yield than
Treasuries; they are often used to supplement retirement income.

Activity
Read each statement and fill in the blanks.
1. Although agency securities are not direct obligations of the U.S. government, their credit risk is still considered
________.
2. Agency securities are ______________ from state and federal registration.
3. The Federal Farm Credit Bank (FFCB) is an example of a _____________________________________ entity.
4. Ginnie Mae, Fannie Mae, and Freddie Mac are examples of ______________________ securities.
5. Mortgage-backed securities represent an interest in a _________ of mortgages.
6. _________________________ is unique to mortgage-backed securities.
7. Agency ____________________ provide excellent credit quality and a slightly higher yield than Treasuries.

Municipal Bonds and Their Issuers

States and Political Subdivisions Public Agencies and Authorities Territories
 Cities  Transit systems  Puerto Rico
 Counties  Housing authorities  Guam
 School districts  Water, sewer, and electric  U.S. Virgin Islands
systems

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Types of Municipal Bonds

Purpose
 Issued for general purposes to meet any need of the issuer
Sources for payment of debt service
GENERAL
OBLIGATION  Taxes
(GO) BONDS  Issuer’s full faith and credit
State level
(Issued by states,  Sales taxes, income taxes
counties, cities, or Local level
territories)
 Ad Valorem (property taxes)
• Assessed value x millage rate = tax bill (1 mill = .001)
 Parking/licensing fees
Purpose
 Issued to fund a specific project
REVENUE BONDS Sources for payment of debt service
 Revenue (user fees) from a specific project
(Often issued Typical projects
by authorities)  Toll roads, bridges, stadiums, airports
Considered
 Self-supporting debt

Activity
Fill in the table.
Characteristic GO Bonds Revenue Bonds

Purpose

Sources for payment

Risk

Yield

Voter approval?

Subject to debt limitations?

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Types of Revenue Bonds

Type Source for Paying Debt Service
Transportation Revenue Use tolls and user fees
Special Tax Excise taxes on purchases, such as gasoline, tobacco, and liquor
Special Assessment Assessments on the benefitting properties; used for sidewalks, sewers, etc.
Double Barreled Two sources - project revenue and tax dollars (from GO bonds)
If project revenue is insufficient, the state legislature is morally (but not legally)
Moral Obligation obligated for the shortfall
A bond in which more than 10% of the proceeds will benefit a private entity (e.g., a
Private Activity sports team)
Industrial Development Issued by a municipality and secured by a lease agreement with a corporate user of the
Bond (IDB) facility

Municipal Notes
Municipal notes, or Tax-Free Anticipation Notes, are short-term issues that are normally issued to assist in financing a
project or getting it started, or to assist a municipality in managing its cash flow
Types include:
 Tax Anticipation Notes (TANs)
 Revenue Anticipation Notes (RANs)
 Bond Anticipation Notes (BANs)
 Grant Anticipation Notes (GANs)

Ratings for Municipal Notes

S&P Moody’s
SP 1+ MIG 1
Investment Grade SP 1 MIG 2
SP 2 MIG 3

Speculative Grade SP 3 SG

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Municipal Bond Underwriting

Role of the Underwriter The Underwriting Process
 The underwriter acts as a vital link between the  Although exempt, the underwriting process for
issuer and the investing public by assisting the municipal securities follows many of the same
issuer in pricing the securities, structuring the guidelines that are used for corporate
financing, and preparing a disclosure document underwritings.
(referred to as the official statement).

Selecting an Underwriter Forming a Syndicate

 Negotiated Sale - both issuer and underwriter  A syndicate is formed when a Manager invites
“negotiate” terms of the deal other B/Ds to participate and share in liability by
 Competitive Sale - issuer invites underwriters to sending a Syndicate Letter.
submit sealed bids  The Syndicate Letter addresses:
• Size and type of offering
• Percentage required to participate
• Responsibility for unsold commitments of
other members of the group

Question
Which of the following statements are TRUE with regards to underwritings? Circle all that apply.
I. Syndicates are created so that multiple firms share in the liability of a bond offering.
II. Voter approval is normally required when issuing GO bonds.
III. Feasibility studies are used when issuing revenue bonds.
IV. The issuer and underwriter work out the offering terms in a competitive sale.

Corporate Bonds
 Corporations that issue bonds use the proceeds from the offering for many purposes — from building facilities
and purchasing equipment to expanding their businesses.
 The advantage is that the corporation does not give up any control or portion of its profits.
 The disadvantage is that the corporation is required to repay the money that was borrowed plus interest.
 Although buying corporate bonds puts an investor’s capital at less risk than purchasing stock of the same
company, bonds typically don’t offer the same potential for capital appreciation as common stocks.

Types of Corporate Bonds

Corporate bonds are divided into two major categories – secured and unsecured.
Although all debt is issued by a corporation is backed by the issuer’s full faith and credit, secured bonds are
additionally backed by specific corporate assets.

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Secured Bonds
 Secured by a first or second mortgage on real property
Mortgage Bonds  Bondholders are given a lien on the property as additional security for the loan
Collateral: real estate (land, buildings)

 Secured by a specific piece of equipment owned by the company and used in its business
Equipment Trust  Trustee holds legal title to the equipment until the bonds are paid off
Certificates  Usually issued by transportation companies and backed by the company’s rolling stock
Collateral: planes, trains, trucks

 Secured by third-party securities owned by the issuer

Collateral Trust  Securities (stocks and/or bonds of other issuers) are placed in escrow as collateral for the
Bonds bonds.
Collateral: securities (stocks, bonds) of other companies

Unsecured Bonds
When corporate bonds are backed by only the corporation’s full faith and credit, they are referred to as debentures. If the
issuer defaults, the owners of these bonds have the same claim on the company’s assets as any other general creditor.
Occasionally, companies issue unsecured bonds that have a junior claim on their assets (compared to its other
outstanding unsecured bonds). These bonds are referred to as subordinated debentures.
 In case of default, the owner’s claims are subordinate to those of the other bondholders. Therefore, the owners of
subordinated debentures will be paid after all of the other bondholders, but still before the stockholders.

Liquidation Proceedings
1. Secured creditors, including secured bonds
2. Administrative expense claims (taxes, current wages, lawyer and accountant fees)
3. General creditors (debentures)
4. Subordinated creditors (subordinated debentures)
5. Preferred stockholders
6. Common stockholders

Other Types of Corporate Bonds

Income Bonds Eurodollar Bonds Yankee Bonds Eurobonds
 Normally issued by  Pay their principal and  Allow foreign entities to  Sold in one country, but
companies in interest in U.S. dollars, borrow money in the denominated in the
reorganization but are issued outside U.S. marketplace. currency of another
(bankruptcy) of the U.S. (primarily in  Registered with the  Issuer, currency, and
 Issuer promises to Europe) SEC and sold primarily primary market may all
repay the principal  Issuers include foreign in the U.S. be different
amount at maturity, but corporations, foreign
NOT interest unless it governments, and
has sufficient earnings international agencies,
such as the World Bank

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Question
Which of these statements are TRUE with regards to corporate bonds? Circle all that apply.
I. Buying corporate bonds puts an investor’s capital at less risk than purchasing stock.
II. With corporate bonds, the corporation gives up control as well as a portion of profits.
III. Interest must be paid on bonds before dividends are paid on stock.
IV. The corporation is required to repay the money that was borrowed plus interest.

Activity
Match each description to the appropriate term.
INCOME Bond issued in the U.S. by a foreign entity

EURODOLLAR Corporate bond backed only by corporation’s full faith and credit

YANKEE Issuer makes no promise of interest payments

UNSECURED Bond issued outside of the U.S., but pays debt service in U.S. dollars

COLLATERAL TRUST Secured by third-party securities that are owned by the issuer

Money Market Instruments

 Short-term debt instruments (one year or less to maturity)
Characteristics
 Provide safety of principal and liquidity
 Suitable for investors who seek safety when intending to make a purchase in the
near future or while evaluating different investment options

 T-Bills – short-term Treasury debt

 Banker’s Acceptances (BAs) – facilitate foreign trade (import/ export)
 Commercial Paper – unsecured corporate debt
Principal Types  Negotiable Certificates of Deposit (CDs) – unsecured bank debt ($100,000 minimum)
• Federal Deposit Insurance Corporation (FDIC) insures up to $250,000
 Repurchase Agreements (Repos) – a dealer selling securities to another dealer with
the agreement to repurchase

Activity
Match each description to the appropriate term.

BANKER’S ACCEPTANCE Treasury debt

REPO Unsecured corporate debt

CD Unsecured bank debt

COMMERCIAL PAPER Used for foreign trade

T-BILL Involves two transactions

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Chapter 6 – Investment Returns

Key Topics

1 2 3 4 5
RETURN ON PRICE COST BASIS AND MEASURING AVERAGES AND
INVESTMENTS VERSUS YIELD CAPITAL EVENTS RETURN INDEXES
He
Learn about the Learn about the Learn about the Learn about how to Learn about the
different return relationships of price impact cost basis calculate different different
calculations for both versus yield based has on capital gains returns, such as benchmarks used
equity and debt on a bond’s price. and losses. total return and to measure
investments. risk-adjusted investment return.
return.

Dividend Dates
Declaration Date
 Date on which the dividend is announced
Payment Date
 Date on which the dividend (cash or stock) is distributed
Record Date
 Date on which a person must own the stock to receive dividend (owner of record)
 For a buyer to receive the dividend, transaction must settle on, or before, record date
Ex-Dividend Date
 ______ business day(s) before the record date
 Stock begins to sell without its dividend (i.e., at a reduced price)
 Regular-way settlement is assumed

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Dividend Dates
MAY
Sun. Mon. Tues. Wed. Thurs. Fri. Sat.
1 2 3 4 5 6 7
8 9 10 11 12 13 14
Record

Trade Date Settlement Entitled to Dividend?

May 9

May 10

May 11

May 11 (cash)

Due Bills
MAY
Sun. Mon. Tues. Wed. Thurs. Fri. Sat.
1 2 3 4 5 6 7
8 9 10 11 12 13 14
Record

If the seller fails to deliver the securities by the record date (May 12):
 The seller remains the stockholder of record and will receive the dividend
 The buyer is entitled to the dividend if a trade is executed prior to the ex-date (May 11)
 A due bill must accompany the delivery of the stock ensuring the dividend as a receivable for the buyer

Activity
Scenario: A corporation has declared a cash dividend on June 1, payable on July 25 to stockholders of record on
Thursday, July 12. Which of these states is/are TRUE? Circle all that apply.
I. The stock trades ex-dividend on Wednesday, July 11.
II. The seller is entitled to the dividend on a trade executed on Tuesday, July 10.
III. If securities are not delivered by July 12, a due bill must accompany the delivery.
IV. A cash trade can be done as last as July 25 in order for the buyer to receive the dividend.

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Stock Dividends
If a company chooses to pay a dividend to its shareholders in the form of
additional shares of stock, there is:
The Impact
 No economic gain or loss for holders
of Stock Dividends
 No change to issuer’s capitalization
 No change to holder’s percentage of equity ownership
The Tax Treatment  Additional shares received are generally not taxed as income
of Stock Dividends  Investor’s total basis is unchanged, but basis per share is adjusted

Example – Stock Dividend

Investor owns 100 shares of XYZ at $60 per share.
XYZ Company declares a 10% stock dividend.

• Shares = 100 shares Investor’s total position:

Before the dividend:
• Basis per share = $60 $6,000

• Shares = 110 Investor’s total position:

After the dividend:
• Basis per share = $54.54 $6,000

Calculating Current Yield for Equities

Also referred to as dividend yield
 Measures the annual income from dividends compared to the stock’s current market price
(not the investor’s original purchase price)
 It is based on the annualized dividend

A stock is currently trading at $40 per share and has paid a quarterly dividend of $0.30.
The current yield for this stock is:
Annual Dividend 4 x $0.30 $1.20
= = = 3.00%
Current Market Price $40 $40

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Activity
Read each statement and determine whether it is TRUE or FALSE.

A STOCK DIVIDEND CHANGES THE

OVERALL VALUE OF THE PORTFOLIO

THE COST BASIS OF SHARES IS

REDUCED AFTER A STOCK DIVIDEND

A STOCK DIVIDEND IS TAXABLE

IN THE YEAR IT’S PAID

IF A CASH DIVIDEND REMAINS THE SAME,

THE CURRENT YIELD ON THE STOCK WILL
INCREASE AFTER A STOCK DIVIDEND IS PAID

Return on Bond Investments

Bond prices are primarily influenced by fluctuations in market interest rates
 There is an inverse relationship between bond prices and market interest rates
 Bond yields and market interest rates move in the same direction
In order to calculate various returns on bonds, an investor must understand how to determine:
 The interest payable each year
 The market price of the bond

Nominal and Current Yield on Bonds

Nominal Yield (NY): Current Yield (CY):
 Same as coupon; fixed  Uses the annual interest payments
 Based on current market price, NOT
owners’ original purchase price

Current Yield Calculations

Annual Interest
Current Market Price

Nominal Yield Bond Price Calculation Current Yield

8% $1,000

9% $1,125

6 ½% $812.50

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Yield-to-Maturity (YTM)
Also referred to as the Basis or simply the yield of a bond: Both basis and basis points are measurements of yield
 Investor’s total overall yield includes:  Each basis point is .01%; there are 100 basis
• Semiannual interest payments points in every 1%
• Interest earned from reinvesting the  If a bond’s YTM is 4.60%, it is trading at a 4.60
interest (compounding or time value) basis
• Any gain/loss on the difference between  If another bond is trading at a yield of 4.75%,
the current value and par value it is trading 15 basis points higher

Activity
Read each statement and fill in the blanks.
1. A bond’s nominal yield is also referred to as its __________________.
2. To calculate a bond’s current yield, an investor must use its _____________ interest payment.
3. To calculate a bond’s current yield, the ____________________________ of the bond is used, not the investor’s
_____________________.
4. A bond’s yield-to-maturity is also referred to as its ___________ or __________.
5. 1.20% is equal to _______ basis points.
6. If interest rates are increasing, bond yields are ________________ and bond prices are _____________.

Price Versus Yield Relationships

YTC
YTM
CY
Market Market
Prices PAR NY CY YTM YTC Rates

Market Market
Prices CY Rates
YTM
YTC

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Price versus Yield Example

YTM: 7.75% 1. 8.00%
Price: 102 2. 7.75% PAR NY CY YTM
Coupon: _______ 3. 7.65%

Price versus Yield Example

Current Yield: 8.45% 1. 98 1/2
YTM: 8/25% 2. 100 PAR NY CY YTM
Price: _______ 3. 103 7/8%

Price Versus Yield Example

Coupon: 6.00% 1. 5.85%
Price: 95.50 2. 6.00% PAR NY CY YTM
YTM: _______ 3. 6.25%
4. 6.47%

Yield-to-Call (YTC)
An investor’s yield if a bond is called at par

PAR NY CY YTM

For Callable Bonds, always quote the lower of the YTC or YTM (referred to as the yield-to-worst)
 When bonds are callable at par and:
• Selling at a discount, use: ___________
• Selling at a premium, use: ___________

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Cost Basis and Capital Events

Cost Basis
 Represents the total amount paid to acquire a security
 Typically includes commissions and other fees paid

 The result of the sale or redemption of an asset if the proceeds exceed the basis
(Holding period is measured from trade date to trade date)
Capital Gains • Short-term: Assets that are held for one year or less
− Taxed at:
• Long-term: Assets that are held for greater than one year
− Taxed at:
 The result of the sale of an asset if the proceeds are less than that basis
Capital Losses  As it relates to holding period, short-term and long-term losses are defined the
same as capital gains

A return of capital is when the investor receives some of the original investment back

Question
As it relates to cost basis and capital events, which of these statements is/are TRUE?
Circle all that apply.
I. Cost basis is equal to the amount paid for a security less commissions.
II. The sale of a security held for more than one year results in a long-term capital gain or loss.
III. The holding period of a security is measured from trade date to trade date.
IV. Any amount of the original investment received by an investor is considered a return of capital.

Total Return
Applies equally to bond and stock investments by including:
 all cash flows from interest or dividends
 plus any appreciation in value
 (or minus any depreciation)
(End Value – Beginning Value) + Investment Income
Total Return =
Beginning Value

Total Return Example

An investor purchased ABC preferred stock two years ago for $25 per share. Over this time, she has received $5 in
dividends and the stock is currently trading for $30 per share. What is the investor’s total return on her investment?

(End Value – Beginning Value) + Investment Income

Total Return =
Beginning Value

($30 – $25) + $5 $5 + $5 $10

Total Return = = = = 40%
$25 $25 $25

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Measuring Other Investment Returns

Real Return (Inflation-Adjusted) Rate of Return – Inflation

Risk-Adjusted Return Rate of Return – Risk-Free Return

Risk-Free Return Rate of return generally found on a U.S. Treasury bill

Question
Scenario: A security has a 6% rate of return, when What is the real return?
the inflation rate is 1.5%, and T-bills are yielding 2%.
What is risk-adjusted return?

Averages and Indexes

Investment returns are often compared against a benchmark of a group of securities
Narrow-based indexes focus on market segments, while broad-based indexes attempt to include the entire market,
such as:
Standard & Poor’s 500 Index – comprised mostly of Dow Jones Composite – broken down into three averages:
NYSE stocks  Dow Jones Industrial – 30 stocks (most widely quoted)
 400 industrial  Dow Jones Transportation – 20 stocks
 20 transportation  Dow Jones Utility – 15 stocks
 40 utility
 40 financial

Other Averages and Indexes

Equity Indexes:
 Wilshire Associates Equity Index – Largest index; 5,000 stocks The largest index is the Wilshire
 Russell 2000 – Focuses on small capitalized stocks Associates Equity Index,
 Nasdaq Composite Index – Based on all Nasdaq listed securities while one of the smallest is the
 Nasdaq 100 – The 100 largest companies listed on Nasdaq Dow Jones Industrial Average
Bond Indexes
 Barclay’s Capital and other B/Ds have created indexes based on existing bonds in the market
Tracking Performance:
 An investor must track how his investments are performing relative to a benchmark or index
(e.g., if his investment is up 5%, but the S&P 500 is up 10%)

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Chapter 7 – Packaged Products

Key Topics

1 2 3 4 5
TYPES OF THE CATEGORIES OF BUYING AND OTHER TYPES OF
INVESTMENT ORGANIZATION OF MUTUAL FUNDS SELLING MUTUAL INVESTMENT
He
COMPANIES A MUTUAL FUND
Learn about the
FUND SHARES COMPANIES
Learn about the Learn about the different types of Learn about the Learn about unit
different types of responsibilities of funds and the costs associated investment trusts,
investment the different service contents of their with purchases and face amount
companies, organizations portfolios. sales of mutual certificates, and
with focus on connected to fund shares. closed-end funds.
mutual funds. mutual funds.

Types of Investment Companies

Investment
Companies

Face Amount Unit Investment Trusts Management

Certificate Companies (UITs) Companies

Open End
Closed End
(Mutual Funds)

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Investment Companies
A corporation (sometimes a trust) that invests the pooled funds of investors; typically into a diversified portfolio of
securities
 Allows investors to acquire an interest in a large number of securities
 Mutual fund benefits include:
• Professional management • Convenience and cost
• Diversification • Exchanges at net asset value (NAV)
• Liquidity
Stocks Bonds

$ Investment
$
Investors Portfolio
Company

The fund distributes common stock Money Market

representing an interest in the specific portfolio Instruments

Diversified versus Non-Diversified

Diversified qualifications:
 75% of total assets must be specifically structured so that:
• No more than 5% is invested in any one company, and
• No more than 10% of a company’s voting stock is owned
 The other 25% may be invested in any manner
If the value of a position grows to above 5%,
the mutual fund may still represent itself as diversified

Non-Diversified
 Assets may be invested in any manner

Diversifying a $100 Million Fund

No more than $5
million invested in
any company

No more than 10%

of a company’s
voting stock

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Prospectus Contents
A prospectus must precede or accompany any solicitation and include the following details:
 Investment Objective
 Risk disclosure
 Performance information
 Sales charge disclosure
 Operating expenses disclosure
 Share class comparison table
 Breakpoint table
 Exchange privileges

Activity
Fill in the blank with the correct answers.
1. An individual’s interest in a specific mutual fund is represented by ______________________.
2. ______________________ provides an investor with the ability to invest a small amount and obtain an interest a
large number of securities.
3. A diversified fund is not permitted to invest more than ______ in any one company and cannot control more than
_______ of any one company’s voting securities.
4. For a diversified fund, no less than ________ of a fund’s assets must be diversified, while the remaining ________
can be invested in any manner.
5. A ____________________ must precede or accompany any solicitation of mutual fund shares.

Mutual Fund Structure

Fund Company Transfer Agent
Board

‒ Majority of board must be XYZ ‒ Issues, redeems and cancels

independent Fund fund shares; distributes dividends
‒ Deals with policy and ‒ Receives a fee
administrative matters

Underwriter /
Distributor / Custodian Bank
Sponsor

‒ Manages portfolio and receives a Dealer ‒ Holds fund’s cash and securities,
management fee which is based but does NOT manage
on assets under management ‒ Receives a fee

Investors

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Board of Directors
 Investment Company Act of 1940 requires that a majority of the board be independent (disinterested)
 Elected by, and responsible to, shareholders
 Deals with policy and administrative matters
 Hires outside companies for services
 Sets the fund’s objective, but does not manage the portfolio

Investment Adviser
 Also referred to as the fund manager
 Registered with the SEC under IA Act of 1940
 Manages based on the objectives as stated by the Board of Directors
• Invests the assets of the fund’s portfolio
• Provides analysis and research
• Implements appropriate diversification
 Earns a management fee
• Expressed as a percentage of assets
• Generally the largest fund expense

Transfer Agent and Custodian Bank

 Computes the net asset value
Transfer Agent
 Keeps track of share ownership; issues, redeem, and cancels the fund’s shares
 Sends customer confirmations and fund distributions
 Receives a fee for its services
 Maintains custody of the fund’s total assets (i.e., provides safekeeping)
Custodian Bank
 Responsible for both payable and receivable functions
 Receives a custodial fee for its services
 Does not manage the portfolio

Principal Underwriter
Underwriter (often referred to as sponsor/wholesaler/distributor)
 Appointed by the board
 Receives a portion of the sales charge for marketing and selling the fund shares to the public; may also receive
a distribution fee
 Able to buy shares at the NAV and sell directly to investors or market the shares through independent dealers
with whom it shares the sales charge (wholesaling)

Public

Dealer Public
Underwriter
Dealer Public

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Activity
Match each entity to the appropriate description.

TRANSFER AGENT Determines investments to meet the fund’s objectives

Sets the fund’s objectives and deals with administrative

BOARD OF DIRECTORS
matters

CUSTODIAN BANK Issues, redeems, and cancels the fund’s shares

UNDERWRITER Responsible for the safekeeping of the fund’s assets

Receives a portion of the sales charge for selling shares to

INVESTMENT ADVISER
the public

Mutual Fund Complex

ABC
ABC International ABC
Growth Fund U.S. Govt.
Fund Securities
Fund

ABC ABC Fund ABC

S&P 500 Complex Municipal
Index Fund (Family) Bond Fund

ABC ABC
Income ABC ABC Asset
Fund Global Money- Allocation
Fund Market Fund
Fund

Net Asset Value (NAV)

Accounting value of a fund’s positions; marked-to-the-market at closing prices as of 4:00 p.m. ET
 NAV is synonymous with the bid price or redemption (liquidation) price for mutual fund shares
• Investors who redeem their shares receive the next computed NAV (forward pricing)
 Public Offering Price (POP) is the NAV plus any applicable sales charges
• Investors who purchase fund shares pay the next computed POP
(Total Assets – Total Liabilities)
Calculating NAV Per Share =
Number of Shares Outstanding

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Calculating the Sales Charge

Difference between the NAV and POP is the sales charge

NAV (Bid) POP (Ask)

9.20 10.00

Price at which Price at which

a client redeems a client buys

Sales charge is expressed as a percentage of the POP

(POP – NAV) ($10.00 – 9.20) $0.80

Calculating Sales Charge % = = = = 8%
POP $10.00 $10.00

Calculating Public Offering Price

When given the NAV and sales charge percentage, use the following procedure to calculate the offering price:

Sales NAV
NAV (100 – Sales Charge %) Simplify Resulting POP
Charge

5% $69.80

8.5% $45.95

Question
Scenario: A mutual fund has an NAV of $24.00 and a public offering price of $26.09.

What is the fund’s sales charge percentage?

If the fund’s shares could be purchased with a

5% sales charge, what would be the public offer price?

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Sales Charges
Amount deducted from an investor’s purchase
 Benefits the selling brokers
 Used to cover the costs of promotion and sales literature
• Industry rules prohibit assessing charges in excess of ________% of the POP
Front-End Loads  Total investment, less the sales charge, is directed to the portfolio

Holding Period CDSC

1 year 5%
Back-End Loads  Assessed at the time an investor redeems 2 years 4%
(Contingent Deferred  Percentage decreases as the holding period 3 years 3%
Sales Charges) lengthens 4 years 2%
5 years 1%
6 years + 0%

12b-1 Fees
 Established under Section 12b-1 of the investment Company Act of 1940 (see
next slide)

12b-1 Fees
An annual fee levied against the fund’s assets
 Allows distribution costs to be borne by the fund, rather than from front-end charges
Used to finance promotion, advertising, commissions
 Includes continuing commissions or “trailers”
 If a written contract exists, it may be paid to RRs who are still employed with a firm or to retiring RRs based on
existing assets

No-Load Funds
For a fund to be described as a no-load, it must have:

1. No front-end sales 2. No deferred sales 3. No 12b-1 fee that

charge (load) charge (back-end load) exceeds .25% of the
fund’s average net
assets per year

A no-load fund may have a redemption fee

(since the fee is not considered a sales charge)

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Fees and Charges

Ongoing fees are NOT sales charges
 These fees may be based on a percentage of assets under management or on amounts redeemed early from a
fund

 Paid to the investment advisor

Management (Advisory) Fee  Asset-based; not tied to profits or losses
 Typically the largest of the fees

Administrative Fee
 Custodian bank payments
 Transfer agent costs

Redemption Fee
 Does not go to underwriter or dealer
 Remains behind in the fund, benefitting other owners

Mutual Fund Expense Ratio

Defined as the percentage of a fund’s assets paid for operating expenses and managements fees, including 12b-1 and
administrative fees, and all other asset-based costs incurred by the fund
 Calculated by dividing a fund’s expenses by its average net assets (sales charges are not expenses)
 Will decline if:
• Assets under management increase
• Any fee or expense is reduced

The largest expense for a fund is typically the management fee

Classes of Shares
A B C
Contingent deferred sales
May have a front-end load,
charge assessed if shares
Sales Charges Front-end load or a contingent deferred
are held for less than
sales charge, or both
6 to 8 year
Higher than Class A
12b-1 Fees Low or none Higher than Class A shares shares; generally the
same as Class B shares
Often convert to Class A
Breakpoints available No conversion to
Other Features shares after 6 to 8 years;
for large purchases Class A shares
no breakpoint available

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Activity
Read each statement and determine whether it is TRUE/FALSE.
A 12B-1 FEE IS AN ANNUAL FEE CHARGED AGAINST
FUND ASSETS TO FINANCE ADVERTISING EXPENSES

A NO-LOAD FUND CANNOT INCLUDE A 12B-1 FEE

A REDEMPTION FEE IS AN ADDITIONAL

SALES CHARGE ASSESSED ON CERTAIN SALES
A MUTUAL FUND’S EXPENSE RATIO WILL DECLINE
IF THE ASSETS UNDER MANAGEMENT INCREASE

Methods to Decrease Sales Charge

Breakpoints
Invested Amount Sales Charge
 When investing an amount at or above the
breakpoint, the investor qualifies for the lower Less than $50,000 5.75%
sales charge on the entire purchase
 Purchases of multiple funds within the same $50,000, but less than $100,000 4.50%
family or complex of funds are consolidated to $100,000, but less than $250,000 3.50%
determine the sales charge
$250,000, but less than $500,000 2.50%
$500,000, but less than $1 million 2.00%
$1 million or more None

Breakpoints – Example
A customer invests $60,000 in a mutual fund. The Fund’s next calculated NAV is $19.61 and the maximum offering
price is $21.32. The fund charges a 1% redemption fee. Using the previous breakpoint schedule, how many shares is
the investor able to purchase?

Sales NAV
NAV Simplify Resulting POP
Charge (100 – Sales Charge %)

Mutual funds allow the purchase of fractional shares

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Letter of Intent (LOI)

Optional provision that allows investors to qualify for a breakpoint without initially depositing the entire amount required
 _____-month time period
 May be back dated ______ days
• If backdated, the fund will re-compute the sales charges on previous purchases
 Non-binding on customer; a portion of share held in escrow in case of non-performance

Rights of Accumulation (ROA)

Right to add up all purchases made from same family of funds
 When a breakpoint is crossed, current and future purchases will have a lower sales charge
Rights of accumulation may be made available to any of the following:
 An individual purchaser
 A purchaser’s immediate family members (i.e., spouse, dependent children)
 A fiduciary for a single fiduciary account
 A trustee for a single trust account
 Pension and profit-sharing plans that qualify under the Internal Revenue Code guidelines
 Other groups (e.g., investment clubs) provided they were not formed solely for the purpose of paying reduced
sales charges

Dollar Cost Averaging (DCA)

A method of investing which involves making the same periodic investment regardless of share price over a fixed period
 Does not guarantee attainment of any specific investment goals
 Necessary disclosures:
• No assurance of long-term growth
• Prices are subject to change
• Contributions must continue even when prices decline, otherwise losses could occur

Activity
Which statements are TRUE about reducing the cost of mutual fund shares? Circle all that apply.
I. Sales charges are based on the total investments within the same complex of funds.
II. A letter of intent allows purchases over a 15-month period to be consolidated to determine the sales charge.
III. The ability to reduce sales charges as the value of shares reaches a breakpoint is referred to as rights of accumulation.
IV. The use of dollar cost of averaging assures long-term growth.

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Redeeming Mutual Fund Shares

 A mutual fund investor may redeem (sell) shares and receive the share’s next
calculated net asset value (minus any applicable contingent deferred sales
The Redemption
charges or redemption fees)
Process
 Funds are required to send investors the payment for their shares within seven
calendar days of receiving the redemption notice
 Assessed against investors who redeem their shares after holding them for a
Redemption Fees short period (often one year or less)
 NOT a sales charge; it is returned to the fund’s portfolio

Withdrawal Plans
Allows investors to receive regular, periodic payments from their accounts
 A minimum account value is required
 A variety of withdrawal methods are available, such as:
• Fixed dollar amount Clients should not be advised to
• Fixed percentage engage in a systematic purchase
• Fixed time and withdrawal plan simultaneously
• Fixed number of shares
 Payments are not guaranteed for the life of the investor

Sales Practice Violations

 Breakpoint sales
 Soliciting sales of shares at amounts just below a breakpoint
 Recommending purchases from different fund families due to the potential for higher sales charges
 Switching between different fund families due to the impact of new sales charges or holding periods
• For switch recommendations, RRs may be responsible for justification of:
– Tax ramifications (both exchanges and switches are taxable)
– Potential sales charges on new purchase
 Excessive purchases of Class B shares
• Salespersons should not recommend purchasing large quantities of B shares (since they do not qualify for
breakpoints)

Activity
Which statements are TRUE about regarding redeeming shares and sales practice violations? Circle all that apply.
I. A redemption fee is assessed on all sales of mutual funds.
II. A client should not be engaged in a withdrawal plan while systematically purchasing shares.
III. Class B shares should not be recommended to an investor who is considering purchasing a large amount of
shares.
IV. Switching from one fund to another within the same family is a tax-free exchange.

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Other Types of Investment Companies

Face Amount Certificate Company (FAC)
 Issues debt certificates
 Issuer promises face value at maturity or surrender value if presented prior to maturity
Unit Investment Trust Company
 Supervised, not managed (no management fee)
 Portfolio generally remains fixed for the life of the trust
 Ownership usually referred to as shared of beneficial interest (SBI)

Closed-End Compared to Open-End

Closed-End (Publicly Traded) Open-End (Mutual Fund)
Continually issue new shares
Typically a one-time issuance of common shares
 Common shares
 Could issue preferred stock or bonds
 Sold by prospectus
Shares may trade at a discount or premium to NAV with
Shares are sold at the NAV + sales charge (if any)
commission or mark-up added (supply and demand)
Sponsor stands ready to redeem shares at the next
Sponsor does not stand ready to redeem shares
calculated NAV (forward pricing)
Shares trade in the secondary market Shares remain in the primary market
Shares may be sold short Shares cannot be sold short

Activity
Read each description and indicate the type of investment company.

PORTFOLIO IS SUPERVISED, NOT MANAGED

SHARES MAY TRADE AT A PRICE LESS THAN THE NAV

A FIXED AMOUNT IS PAID AT A SPECIFIC DATE

SHARES ALWAYS REMAIN IN THE PRIMARY MARKET

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Chapter 8 – Variable Contracts and Municipal

Fund Securities
Key Topics

1 2 3 4
TYPES OF ANNUITY PHASES QUALIFIED MUNICIPAL FUND
ANNUITITES ANNUITIES AND SECURITIES
He Learn about the EQUITY-INDEXED
Learn about the accumulation and Learn how
ANNUITIES (EIAs)
differences between annuity phases. individuals can
fixed and variable Learn about save for college.
annuities. qualified contracts
and EIAs.

Types of Annuities
Annuities are products that are sponsored by insurance companies in which investment income grows tax-deferred;
they may be fixed or variable

Fixed Variable

Investment risk:

Is it a security?

Account:

Portfolio:

Inflation hedge:

The Separate Account

 An investment company product
• Regulated under the Investment Company Act of 1940
• Registered with the SEC
 Must be sold by prospectus
 Investments may be changed during accumulation phase

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The Accumulation Phase – Phase 1

Also referred to as the Pay-In Period or Deposit Phase
 During this phase, account is valued in terms of “accumulation units”
• Units are purchased after-tax, no deduction
• Investment income is tax-deferred until withdrawn
 The purchase price is referred to as the accumulation unit value (AUV); similar to a mutual fund’s NAV
• Unit value is calculated at the end of the business day (using forward pricing that’s similar to mutual funds)
 Accumulation units are invested in separate accounts

The Separate Account and its Subaccounts

S&P 500 Index International High-Yield
Subaccount Subaccount Corporate Bond Subaccount

Value Biotech GNMA

Subaccount Subaccount Subaccount

Aggressive Global Special Situations

Growth Subaccount Subaccount Subaccount

Receiving Benefits – Withdrawals

While still in the accumulation phase …
 Annuitants may choose to take withdrawals from their annuity
WITHDRAWALS • Annuitants control the timing and amount of their withdrawals
• Only the earnings portion is taxable
 Loans may sometimes be taken against the accumulated value
LOANS • Considered a taxable distribution
• Interest is charged which reduces the number of accumulation units

Death During Accumulation Phase

If the annuitant dies during the accumulation phase, the payout to the beneficiary will represent:
 The greater of:
• The total contributions made or
• The current value of the contract
 Amount above cost basis could be taxable

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Activity
Read each characteristic and determine the type of annuity to which it applies.

MONEY IS DEPOSITED INTO THE GENERAL ACCOUNT

THE INVESTOR DETERMINES

WHERE THE MONEY IS DEPOSITED

THE INVESTOR ASSUMES THE INVESTMENT RISK

THE INSURANCE COMPANY ASSUMES THE INVESTMENT RISK

Question
As it relates to the accumulation phase of an annuity, which of these statements is/are TRUE?
Circle all that apply.
I. Accumulation units are purchased after-tax and grow tax-deferred.
II. Withdrawals are first considered a part of cost basis and not taxable.
III. Death benefits are the greater of cost basis or the current value.
IV. Death benefits above cost basis are tax-free.

The Annuity Phase – Phase 2

Also referred to as the Pay-out, Withdrawal, or Annuitization Phase
 When receiving benefits at annuitization, accumulation units are converted into a fixed number of annuity units
 Unit value is based on:
• Age and gender of the contract holder
• Life expectancy
• Payout option selected
• Value of the separate account
 Payout is established by multiplying the fixed number of annuity units by the fluctuating value

Payout Options
Straight Life  Annuitant receives payments for life
Annuity • Highest possible payout with highest risk
Life Annuity with  Payments are made to annuitant for life or to beneficiary (in the case of annuitant’s
Period Certain death) for specified minimum number of years
Joint and Last
Survivor Annuity
 Payments are made for life so long as one annuitant is living

Unit Refund  Annuitant receives an amount at least equal to his original investment
Life Annuity • At death, any remaining amount is paid to a beneficiary

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Annuity Charges and Expenses

Like mutual funds, annuities have charges and expenses that are not invested in the separate account, including:
 Sales charges – there is no maximum; they must be fair and reasonable
 Expenses – insurance companies deduct various expenses from the investment income, such as:
• Management fee – adviser’s fee for making investment decisions in the separate account
• Expense risk charges – charged if expenses are greater than estimated
• Administrative expenses – cost of issuing and servicing contracts
• Mortality risk charges – a guarantee that annuitants will be paid for life even if they live beyond life
expectancies

Qualified versus Non-Qualified Annuities

Qualified Non-Qualified

 Offered to employees of tax-exempt organizations  Available to any person through either an

or public schools insurance company or broker-dealer
 Deductible (pre-tax) contributions, which results in  Non-deductible (after-tax) contributions, which
a zero-cost basis establishes the basis
 Contribution amount is limited  Contribution amount is NOT limited

State and Local Governments offer their employees 457 plans, which have qualified features

Qualified versus Non-Qualified

A 62-year old retired individual had contributed $10,000 into an annuity. This year, she received a lump-sum payment
from the annuity of $16,000. How is the distribution taxed?

If Qualified If Non-Qualified

Contribution: $10,000 $10,000

Earnings: $6,000 $6,000

Basis:

Taxable:

Equity Indexed Annuities (EIAs)

EIAs are similar to:
 Fixed annuities since they offer a guaranteed minimum return
 Variable annuities since they offer returns which vary (based on index performance)
Investor’s return:
 If the index performs poorly, the investor will still earn the minimum guaranteed rate
 If the index performs above a preset level, the investor will earn a return that exceeds the minimum guaranteed rate
• Some contracts are issued with a participation rate which limits the amount of the index’s appreciation that the
client will earn

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Annuity Suitability Issues

 Generally for investors within the age range of 30 to 55
Target Audience:  Persons seeking tax-deferred growth or to offset inflation
 Persons who have maximized qualified plan contributions

Unsuitable for:
 Senior citizens or persons who are seeking immediate tax benefits
 Investors with short investment time horizons

 Customer must benefit from the new annuity

Concerns with  Any benefits potentially lost in the exchange
1035 Exchanges:  Whether the RR recommending the exchange has signed off and the
application was approved by principal

Activity
Match each description to the appropriate term.

EQUITY INDEXED ANNUITY Settlement option with the greatest risk

Guarantees payments for life regardless

1035 EXCHANGE
of life expectancies

QUALIFIED ANNUITY Distributions are fully taxable

Provides a potential return above a

MORTALITY RISK EXPENSES
guaranteed minimum amount
Allows for movement from one annuity to
STRAIGHT LIFE ANNUITY
another without a taxable event

Municipal Fund Securities

Local Government
Prepaid Tuition Plans 529 Plans
Investment Pools (LGIPs)
 Created by state and local  A type of college savings plan  Primarily a type of college
governments to provide  Purchaser buys college tuition savings plan
municipal entities a place to credits  Account owner chooses a
invest funds • Locks in tuition costs at plan, but may alter the
 Government entities purchase current levels investment direction
interest in the trust (LGIP) • Protects against future  More detail on next slide
 Provides safety and cost increases
diversification  Not self-directed
 Not open to the public

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529 Plans
 Funded with after-tax dollars; investment grows tax-deferred
 Money invested in one state’s plan may be used in another state
 To avoid gift tax, the maximum contribution is $15,000 per person, per year (doubled for married couples)
• The plan allows for front-loading five years of contributions ($75,000 per person or $150,000 for married
couples)
 A federal tax exemption is provided to the beneficiary for qualified withdrawals:
• College tuition, books and supplies, room and board, a maximum withdrawal of $10,000 per year for tuition
and books for grades K-12, and up to $10,000 (lifetime limit) to repay a qualified student loan or expenses
related to certain apprenticeship programs

529 Plans and 529 ABLE Plans

529 plans may be direct-sold or adviser-sold:

DIRECT-SOLD ADVISER-SOLD
 Involves no salespersons; instead, the plan  The plan is sold through a broker-dealer
is sold directly through the 529 savings that has entered into a selling agreement
plan’s website or through the mail with the primary distributor of the 529 plan

529 ABLE (529A) Plans (Achieving a Better Life Experience)

 Available to individuals who are disabled and are receiving Social Security disability, Medicaid, or private
insurance payments
• Maximum contribution is $15,000 per year (no front-loading)
• Disability payments continue if account value does not exceed $100,000
• Distributions are tax-free if used to pay qualified expenses

529 Plan
(Funded with after-tax contributions)

Tax-Deferred Earnings For qualified distributions,

$300,000 entire balance is distributed tax-free

After-Tax-Contributions
$100,000 Client

Question
As it relates to the college savings plans, which of these statements is/are TRUE?
Circle all that apply.
I. Local Government Investment Pools are investments for municipal entities.
II. A prepaid tuition plan allows individuals to decide how their money is invested.
III. A 529 plan allows investors to front load the plan with five years’ worth of contributions.
IV. A 529 ABLE account permits a disabled person to continue receiving Medicare payments.

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Chapter 9 – Alternative Investments

Key Topics

1 2 3
EXCHANGE-TRADED HEDGE FUNDS LIMITED
FUNDS AND AND REITS PARTNERSHPS
He
EXCHANGE-TRADED
NOTES Learn about hedge Learn about the
funds and the characteristics and
Learn about characteristics of real different types of limited
the types of exchange- estate investment trusts partnerships.
traded funds and (REITs).
exchange-traded notes.

ETFs Compared to Index Funds

Exchange-Traded Fund (ETF) Index Fund
Portfolio consists of a basket of securities which mirror an Portfolio consists of a basket of securities which mirror an
index (Low expenses) index (Low expenses)

Shares trade in the secondary market; may be sold short Shares are redeemed by the fund; cannot be sold short

Commission is paid on trade Usually have no sales load

Intra-day pricing Forward pricing; once daily

Leveraged and inverse ETFs exist Do not allow leverage

Inverse and Leveraged ETFs

Inverse ETF Leveraged ETF
 Designed to perform in a manner that’s  Constructed to deliver 2x or 3x the index it is
inverse to the index it is tracking tracking
• If the index falls by 2% on the day, the • May be leveraged inverse ETF
ETF should rise by approximately 2% • If the index rises by 1.5%, a 2x long
• Similar to short selling without ETF should rise by approximately 3%
unlimited risk

The portfolios reset daily and, as a result, are designed for

short-term trading; they take advantage of intraday swings in the index

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Exchange-Traded Notes (ETNs)

ETNs are structured products and are issued as unsecured debt. They trade on exchanges, have low fees, and
provide access to challenging areas of the market.

Performance of a
ETN Linked to: market index
or other benchmark

ETN Details:
 Backed by only the full faith and credit of the issuer (credit risk)
 Not principal protected, but return is linked to performance of an asset
 May be purchased on margin, sold short, and traded on exchange
 Issuer obligated to deliver performance at maturity

Activity
Read each statement and determine which security it describes.

LINKED TO THE PERFORMANCE

OF A BENCHMARK, BUT NOT
PRINCIPAL PROTECTED

SIMILAR TO AN ETF, BUT ITS

SHARES ARE FORWARD PRICED
(ONCE PER DAY)

SIMILAR TO AN INDEX FUND,

BUT ITS SHARES TRADE IN THE
MARKET AND CAN BE SOLD SHORT

PERFORMS IN A DIRECTION
THAT’S OPPOSITE ITS BENCHMARK

Alternative Packaged Products

 Investment fund generally for wealthy investors
 Not considered a registered investment company
Hedge Funds  Uses exotic strategies involving derivatives, leverage, and selling short
 May place restrictions on investors withdrawing money (lack of liquidity)
 Not required to publish NAV on a daily basis

 Similar to hedge funds in the method of raising capital through the sale of
Private Equity and limited partnership units under the Regulation D exemption
Venture Capital Funds  Typically available to accredited investors only
 Unregulated; limited trading opportunities

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Real Estate Investment Trust (REIT)

A company that manages a portfolio of real estate investments in order to earn profits for its shareholders

Types of REITs Tax Benefit Characteristics

1. Mortgage/Debt: issue secured  No taxation on income if  Subject to registration
loans that are backed by real ______% of it is distributed requirements of the Securities
estate purchases • Doesn’t pass through Act of 1933
2. Equity: own and operate losses (unlike limited  Shares trade in the secondary
income-producing real estate partnerships) market and are marginable
3. Hybrid: combination of • 20% of distributed  Distributions don’t qualify for
mortgage and equity REITs income is tax-deductible the dividend exclusion rule
 Attractive for investors seeking
current income

Methods of Offering REITs

1. Registered, exchange-listed, and publicly traded
• Liquid
2. Registered, but not exchange-listed (non-traded)
• Often have a lack of liquidity
3. Unregistered; offered through a private placement
• Illiquid

Activity
Which statements are TRUE regarding real estate investment trusts (REITs)? Circle all that apply.
I. Hybrid REITs invest in both mortgages and properties.
II. REITs are not taxed on income if they distribute a minimum of 90%.
III. Their shares are exempt from the registration requirements of the Securities Act of 1933.
IV. Shares are not traded in the secondary market and are redeemed by the issuer.

Advantages of Limited Partnerships

A limited partnership is a business venture that’s designed to pass through both income and losses to investors

Flow-through of income
(no double taxation)
 Income flows through as passive income
and expenses  A portion is taxed as ordinary income (20% is deductible)

Limited Liability
 Limited partners are only liable for the amount invested
and any loans assumed (i.e., the amount they have at risk)

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Disadvantages of Limited Partnerships

Illiquidity
 Typically not publicly traded
 General partner’s approval may be required to sell
Lack of Control
 Limited partners have limited voting power and no managerial authority
Effects of Tax Law Changes
Increased Tax Complexity
Calls to Contribute Additional Funds

General and Limited Partners

General Partner Limited Partner
 Day-to-day manager with unlimited  Passive investor with limited liability
personal liability  Contributors of capital
 Must have at least a 1% interest  Have certain rights:
 Fiduciary toward limited partner • Lend money to the partnership,
 Last at liquidation: inspect books, and compete
• Secured Lender  Ways to endanger “limited” status:
• General Creditor • Negotiate contracts, hire/fire
• Limited employees, or lend name
• General

Offering Practices
Public Offering Private Placement
 If a sponsor (GP) conducts a public offering of  If a sponsor (GP) conducts a private placement of
securities: securities:
• Registration is required under the Securities Act • Securities qualify for an exemption from
of 1933 registration through Reg. D
• An underwriter is used to facilitate the offering
• A prospectus is used as the disclosure document

Real Estate Programs

Category Details

Raw Land Speculation on land appreciation; no positive cash flow or depreciation

New Construction Risks of overbuilding, cost overruns, long duration, etc.

Existing Existing cash flow, but potential problematic tenant issues (e.g., long-term leases)

Low Income
Beneficial potential tax credits; little chance of appreciation; high maintenance costs
(Government Assisted)

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Oil and Gas Programs

Category Details Risk

Exploratory High risk with high potential reward

Developmental Drilling near an existing field

Combination of exploratory and

Balanced
developmental
Purchase of existing wells; creates immediate
Income
cash flow

DPPs – Risk Summary

Investors should be aware of the following risks of DPP investments:
 Management ability of the general partner(s)
 Illiquid nature and potential loss of capital
 Unpredictable income Successfully investing
 Potential future mandatory assessments is about managing risk,
 Rising operating costs not avoiding it.
 Changes in tax laws and government regulations
 Economic and environmental occurrences

Investor Considerations
Investor Certification
 Registered representatives are required to certify they have informed their customers of all relevant facts and
lack of marketability
 Investors must have sufficient net worth and income to absorb a loss of the entire investment
Discretionary Accounts
 Registered representatives are not permitted to exercise discretion involving client investments in DPPs

Activity
Read each statement and fill in the blanks.
1. Limited partnerships pass through .
2. The general partner must invest no less than in the partnership.
3. Limited partners have a fiduciary responsibility to the partnership.
4. Limited partnerships generally avoid registration by offering securities through .
5. is considered the riskiest real estate program.
6. Overbuilding is a risk in a limited partnership.
7. The riskiest oil and gas program is an partnership.

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Activity
Which statements are TRUE regarding limited partnership investments? Circle all that apply.
I. Partnerships may require limited partners to deposit additional funds.
II. Investors are not required to receive information regarding the risks of the investment.
III. Registered representatives can use discretion to purchase limited partnerships for customers.
IV. Customers must provide their RRs with written approval to purchase limited partnership interests.

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Chapter 10 – Option Fundamentals

Key Topics

1 2 3 4 5
BUYERS AND CALLS AND PUTS OPTIONS THE OCC SPECULATION
SELLERS TERMINOLOGY AND HEDGING
He Learn the
difference between
Learn about the
role of the
Learn about the role Learn about options Learn about how
of options buyers Calls and Puts, terminology. Options Clearing options can be
and sellers. and what it means Corporation (OCC). used for purposes
to be long or short of either
those positions. speculating or
hedging.

Options Overview
An option is a contract between two parties

BUYER SELLER
 Long the option  Short the option
 Pays the premium (DEBIT)  Receives the premium (CREDIT)
 Acquires a right/control  Assumes an obligation

Types of Contracts
If an option is exercised…

BUYER’S RIGHT SELLER’S OBLIGATION

CALL To buy stock To sell stock

PUT To sell stock To buy stock

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Standardized Components
An equity option is a contract to buy or sell a specific number of shares of a particular stock at a fixed price over a
certain period and is described by:
 The name of the underlying security
 The expiration month of the contract
 The exercise (or strike) price
 The type of option
Strike price
100 shares $50/share Option to buy
Aggregate contract
price is $5,000
Buy 1 ABC June 50 Call at 5 Premium $5/share
Aggregate premium is
$500 ABC stock Expiration is the third
Friday in June

In-the-Money Versus Out-of-the-Money

CALLS: PUTS:
In-the-Money Out-of-the-Money

$70 $70
Market Price

Calls and Puts are

$60 STRIKE PRICE $60 At-the-Money if the option’s
strike price is equal to the
stock’s market price.
Market Price

$50 $50

CALLS: PUTS:
Out-of-the-Money In-the-Money

Terminology
PREMIUM = Intrinsic Value + Time Value

The amount by which an The portion of an option’s premium

option is in-the-money that exceeds its intrinsic value
A contract has intrinsic value if it’s in-the-money.
 Its intrinsic value equals its in-the-money amount.
The concept of INtrinsic value is tied
 It has zero intrinsic value if it’s out-of-the-money or at-the-money.
to options that are IN-the-money.
Time value is based on:
 Time left until expiration
 Market volatility

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Activity
Read each description and then match it to the appropriate term.
Owner has right to buy stock; seller has obligation to sell the stock
INTRINSIC VALUE
at fixed price

TIME VALUE Pays the option’s premium; is long the option

OPTION A contract entered into by two parties

CALL OPTION The amount by which an option is in-the-money

PUT OPTION Receives the option’s premium; is short the option

Owner has right to sell stock; seller has obligation to buy the stock
BUYER
at fixed price

SELLER The portion of an option’s premium that exceeds its intrinsic value

Activity
Fill in the table.
In, At or
Option and Premium Market Price Intrinsic Value Time Value
Out-of-the Money

ABC Jun 35 Call at 3 36 IN

DEF Apr 60 Put at 7 54 IN

RST Jul 35 Put at 1.50 35 AT

XYZ Aug 110 Call at 2 109 OUT

Basic Options: Long and Short Calls

CALLS
BUYER, OWNER, LONG SELLER, WRITER, SHORT
Rights Buy stock at strike price None
Obligations None Sell stock at strike price Creating a basic
option position is
Strategy Bullish ↑ Bearish ↓ considered
Breakeven Strike price + premium Strike price + premium speculative.

Maximum Gain Unlimited Premium

Maximum Loss Premium Unlimited

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Breakeven – Long Call

When the current market value of XYZ stock is at 47:
Debit Credit
Buy 1 XYZ Feb 45 Call at 3 (Cash Out) (Cash In)

Breakeven: 3.00
45.00
45 + 3 = 48
48.00

Breakeven – Short Call

When the current market value of XYZ stock is at 47:
Debit Credit
Sell 1 XYZ Feb 45 Call at 2.50 (Cash Out) (Cash In)
2.50
Breakeven:
45.00
45 + 2.50 = 47.50
47.50

Basic Options: Long and Short Puts

PUTS
BUYER, OWNER, LONG SELLER, WRITER, SHORT
Rights Sell stock at strike price None
Obligations None Buy stock at strike price Creating a basic
option position is
Strategy Bearish ↓ Bullish ↑ considered
Breakeven Strike price – premium Strike price – premium speculative.
(Strike price – premium)
Maximum Gain Premium
x 100 shares
(Strike price – premium)
Maximum Loss Premium
x 100 shares

Breakeven – Long Put

When the current market value of ABC stock is at 92:
Debit Credit
Buy 1 ABC Apr 95 Put at 3.50 (Cash Out) (Cash In)
3.50
Breakeven:
95.00
95 – 3.50 = 91.50
91.50

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Breakeven – Short Put

When the current market value of DEF stock is at 32:
Debit Credit
Sell 1 DEF Nov 35 Put at 4 (Cash Out) (Cash In)
4.00
Breakeven:
35.00
35 – 4 = 31
31.00

Question
Which of the following statements are TRUE with regards to Long and Short Call and Puts?
I. Buyers of Calls are bullish (i.e., they want the stock to rise).
II. Sellers of Calls are bearish (i.e., they want the stock to fall).
III. Breakeven for the seller of a call is the strike price minus the premium.
IV. Breakeven for the buyer of a put is the strike price plus the premium.
V. The maximum loss for a buyer of a call is the premium.
VI. The maximum loss for a buyer of a put is the premium.

Speculation Versus Hedging

Speculation Hedging
 Options can be purchased or sold to  Purchasing options to protect the movement
generate a profit of an underlying security
 The investor has no existing position in the  Long puts protect long stock positions
underlying security.  Long calls protect short stock positions
 Long Calls and Short Puts are bullish
 Long Puts and Short Calls are bearish

The Life of an Option

1. Expire Worthless 2. Exercised 3. Liquidated
If an option is at- or out-of-the- The investor who is long an option Liquidating (closing out) an option
money on the expiration date, the has the exclusive right to exercise position is essentially an alternative
holder of the contract has no the option at her own discretion. to exercising the option. The
incentive to exercise the contract. investor executes an opposite
The two styles of exercise are:
Also, since there would be no time transaction on the same series of
remaining on the contract, the  American Style – options may option.
contract expires worthless. be exercised at any time up
until expiration In other words, what was bought is
The expiration triggers:  European Style – options may sold or what was sold is bought.
 The maximum profit for a seller only be exercised on the day
of a call or put of expiration
 The maximum loss for the
buyer of a call or put

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Liquidate, Trade, or Close-Out

Opening Transaction Closing Transaction NOTE:
Opening Purchase Profit or loss is determined
Closing Sale by the difference between
(Long/Buyer)
the price paid for option and
Opening Sale
Closing Purchase price received from sale.
(Short/Seller)

Example: Exercise Versus Close-out

When ABC’s current Later, ABC increases to 72.
market value is 64, an 1 ABC Dec 65 Call at 3 Now, the Dec 65 Calls are
investor buys: trading at 8.

Scenario #1: Exercised, stock sold Scenario #2: Closed out at new premium
DEBIT CREDIT DEBIT CREDIT
(CASH OUT) (CASH IN) (CASH OUT) (CASH IN)
300
300
6,500 7,200 800
Includes $100
6,800 7,200 300 800 of time value
+400 +500

The OCC and Options Trading

The Options Clearing Corporation:
 Issues and guarantees listed option contracts
 Eliminates counterparty risk by acting as the third party in all option transactions
• Acts as the buyer for all sellers and the seller for all buyers
 Deals directly with broker-dealers, not customers
 Creates and requires the distribution of the Options Disclosure Document (Characteristics and Risks of
Standardized Options)
 Regulates exchange-traded options

Trade settlement between broker-dealers and

the OCC is next business day (i.e., T + 1).

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Deadlines for Equity Options

OCTOBER
SUN MON TUES WED THURS FRI SAT
4
1 2 3 5 at
Options expire
Trading ceases 11:59 pm ET12
6 7 8 9 at 4:0010
pm ET 11
17
13 14 15 16 18 19
Buyer must submit
20 21 22 23
exercise notice 24
to her 25 26
broker by no later
27 28 29 30 5:30 pm ET
than 31

Exercising an Equity Option

Uses Random Selection to assign the
exercise notice to a B/D that has
clients short the ABC Feb 60 call

B/D A B/D B B/D C

Settles in two business days B/D issues the exercise notice to a

Customer’s
Broker/Dealer client using:
1. Random, or
2. FIFO, or
3. A fair and equitable method

LONG ABC FEB 60 CALL SHORT ABC FEB

SHORT ABC FEB 60 CALLS

Index Options
 Index options provide the opportunity to speculate on (or hedge against) the movement of the market, rather
than movement of a specific stock.
 One of the more popular index options is the SPX, which tracks the S&P 500 Index.
 Unlike equity options, these options are cash settled.
• The seller is obligated to deliver the cash difference between the closing index value and the strike price.

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Question
Which of the following statements are TRUE with regards to options trading? Circle all that apply.
I. The OCC issues and guarantees all contracts and deals directly with broker-dealers, not customers.
II. Trade settlement between broker-dealers and the OCC is same business day.
III. Equity options expire at 11:59 pm ET on the third Friday of the expiration month.
IV. Index options provide the opportunity to hedge against the movement of the market, rather than movement of a
specific stock.

Hedging Long and Short Positions

If investors have either long or short stock positions and want to hedge or protect against potential risk, they may
purchase options.
To protect (or hedge) stock in a volatile market:
 When long stock: Buy a put
• If the stock decreases, the gain on the put can offset the loss on the stock
 When short stock: Buy a call
• If the stock increases, the gain on the call can offset the loss on the stock

Covered and Uncovered Positions

Covered Call: Uncovered Call:
 A call is written against stock that’s already owned  A Call is written against stock that’s not owned
 The sale of the call generates income, thereby  Considered the most speculative option position
increasing the yield on the underlying security with unlimited potential risk
 Considered a conservative option strategy
Covered Put: Uncovered Put:
 A put is written when the investor has a sufficient  A Put is written without having sufficient cash to
amount of cash to satisfy the obligation of being meet the obligation of being exercised against on
exercised against on the put the put
 There is significant risk if the underlying security
falls

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Chapter 11 – Offerings

Key Topics

1 2 3 4
PRIMARY MARKET THE SECURITIES ACT EXEMPT MUNICIPAL
AND UNDERWRITING OF 1933 SECURITIES AND OFFERINGS
He
COMITTMENTS
Learn about the
TRANSACTIONS
Learn about the
Learn about the process of registration Learn about how to be process of
primary market and and various disclosure exempt from underwriting
issues regarding documents. registration and other municipal securities
underwritings. related rules. and available
information sources.

Types of Financing Transactions

Public Offerings (‘33 Act) Private Offerings (Reg. D)

Initial Public Offering (IPO) Exempt offering that does not

Timing Subsequent Raises involve a public distribution
(Follow-on offerings)

Proceeds Primary and/or secondary

A Private Investment in Public Equity (PIPE) is the private

raising of capital by a company that’s publicly traded

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Underwriting Commitments
Types of Unsold shares
Comments Principal/Agent
Underwriting are directed to:
Syndicate “takes down” the entire
Firm Commitment
offering

Best Efforts Syndicate sells what it can

Offering is cancelled if all shares are

Best Efforts All-or-None
not sold
Offering is cancelled if a set minimum is
Best Efforts Mini-Maxi
not sold
Syndicate agrees to buy any shares
Stand-By that are not bought through a rights
offering

Additional Underwriting Issues

 Gives certain issuers the flexibility of selling new issues on a delayed or continuous
basis
Shelf Registration  May be permitted for up to three years
 Issuer and underwriter can adjust the terms of the offering to reflect the market
conditions at the time of the sale
 Provides the underwriter with the ability to cancel the agreement
Market-Out Clause  Based on events that make marketing the issue difficult or impossible
• Reasons are limited and disclosed in the clause

Question
As it relates to financing and underwriting issues, which of these statements is/are TRUE?
Circle all that apply.
I. Public offerings are only used for primary offerings
II. The underwriter in a firm commitment underwriting is acting as a principal
III. The underwriter in a best efforts underwriting is acting as an agent
IV. Shelf registration allows an underwriter the ability to offer securities once within a 3-year period

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The Primary Market

• Needs capital
Issuer • Hires underwriter

• Facilitates distribution
Underwriting Manager • Assumes liability that varies with offering type
(Investment banker) • Signs Underwriting Agreement with issuer

• B/Ds assisting in selling and sharing

Syndicate Members • Signs Syndicate Agreement with manager

• B/Ds accepting no liability, assist in sales only

Selling Group • Signs Selling Agreement with manager

The Underwriting Spread

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Distribution of the Spread

Underwriter purchases from issuer at $13 and sells at the POP of $14

Manager’s Fee Member’s U/W Fee Concession

$.15 $.25 $.60

Example: 1,000 shares are sold to a customer at $14 per share

Manager sells Member sells

Selling Group sells
from its allocation from its allocation
Customer pays:
Issuer receives:
Manager:
Member:
Selling group:

Question
Check the participant(s) that may have liability for unsold portions of a new issue.
I. Managing underwriter
II. Syndicate member
III. Selling group

Activity
For a new offering, identify how the underwriting spread is distributed for sales that are credited to the different market
participants.
1 2 3
The Managing The Syndicate The Selling
Underwriter Member Group
Manager’s Fees
Member’s Fee
Concession

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Securities Act of 1933

Scope of the law
• To provide for “full and fair disclosure”
• Prospectus must precede or accompany any solicitation of a new issue (no marking or highlighting)
• SEC “no approval clause”
Requires SEC registration of new issues
• Registration exemptions are provided to issuers of certain securities and specific types of transactions
Liability
• Unconditional for issuers regarding information to investors
• Conditional for the underwriters that are required to perform:
− Reasonable investigation
− “Due diligence”

The Registration Process

Pre-Registration Period Cooling-Off Period Post Registration Period
 Document preparation and  File the registration statement  Effective date
due diligence begins with the SEC  Sales confirmed and Final
 Registration statement is  Issuer distributes preliminary Prospectus delivered
completed prospectus (Red Herring)  Must contain the SEC no-
 B/Ds and RRs may have no  “Blue Sky” the issue approval clause
communication with the public  Final due diligence meeting held

After-Market Prospectus Requirements

Distribution participants that sell securities in the after-market must provide purchasers with a copy of the prospectus
for a specific period from the effective date.

For a non-listed IPO 90 Days

For a non-listed, follow-on offering 40 Days
For an IPO of a security to be exchange-listed (NYSE or Nasdaq) 25 Days
For an exchange-listed, follow-on offering No Requirement

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Types of Prospectuses
A prospectus is any communication, written or broadcast, that offers a security for sale

Statutory
Condensed form of the registration statement that provides detailed information on the offering
Prospectus
Also referred to as a Red Herring; used during the cooling off period
Preliminary
Prospectus
 Omits the offering price, underwriting and dealer discounts, and proceeds to the issuer
 Once final offering price is set, a final statutory prospectus is filed
Summary Short-form prospectus typically used for mutual fund offerings
Prospectus  Investor must be informed of statutory prospectus
Any communication that does not meet the standards of a statutory prospectus
Free Writing
 Includes a legend recommending that investors read the statutory prospectus
Prospectus
• Examples: offering term sheets, e-mails, press releases, and marketing materials

Activity
Read each situation and determine the period in the registration process to which it applies.

BLUE SKY THE OFFERING

NO COMMUNICATION
WITH THE PUBLIC

DELIVER RED HERRING TO

PROSPECTIVE PURCHASERS

SALES CONFIRMED
AND PROSPECTUS DELIVERED

Activity
Types of Prospectuses – Match the prospectus with its correct description.

SUMMARY Condensed form of the registration statement with

PROSPECTUS offering price and effective date
FREE WRITING
Short-form prospectus
PROSPECTUS

RED HERRING Preliminary prospectus

STATUTORY Offering term sheets, e-mails, press releases, and

PROSPECTUS marketing materials

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Exempt Securities
The following securities are exempt from SEC registration:
 U.S. Government and Agency securities
 Municipal securities
 Securities issued by banks
 Securities issued by non-profit organizations
 Short-term corporate debt; maturities not exceeding 270 days
 Securities issued by Small Business Investment Companies
All remain subject to antifraud provisions of the Act

Exempt Transactions
Regulation D – Private Placement
 A sale of securities directly to “accredited” investors and/or to a limited number of non-accredited investors
 Unlimited number of accredited investors
• Officers/directors of the issuer
• Institutions
• Individuals who have met a financial test:
– Net Worth of:_____________________________________
OR
– Annual Income of:__________________________________
________________________________________________
 No more than ______ non-accredited investors

Regulation D – Private Placement

Purchaser Representative (no specific qualifications)
 Appointed by a non-accredited investor to evaluate the risks and merits of an offering
 May not be an officer, director, or greater than a 10% owner of issuer, unless related to the investor
Private placement memorandum (disclosure document)
 Not required if all investors are accredited
 Required for all investors if any non-accredited investors are included
 Includes the use of proceeds, suitability standards, and financials

Rule 144
Permits the sale of restricted and control stock

Unregistered stock that’s acquired through a private placement or as compensation

Restricted Stock
for senior executives of an issuer

Registered stock that’s part of an issuer’s public float and purchased in the open
Control Stock market by officers, directors, or greater than 10% shareholders of the issuer
If either restricted or control stock is being sold, the SEC must be notified
 Form 144 filed by the time the sell order is placed

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Rule 144A
Provides an exemption for restricted securities that are sold to Qualified Institutional Buyers (QIBs)
 QIB is defined as an institution that has at least $100 million under management
 144A securities may be equity or debt securities which are offered by domestic or foreign issuers
 However, if securities of the same class are listed on an exchange, they are ineligible for 144A exemption
 Typically used for corporate debt offerings

Remember, QIBs are institutions, NOT individuals

(i.e., a wealthy individual is not a QIB).

Rule 145
This rule regulates the reclassification of one security into a new security
Reclassifications are generally considered sales and subject to registration and prospectus requirements
 Substitutions of one security for another
SUBJECT
TO RULE 145
 Securities that are a result of a merger/acquisition
 Securities issued after a transfer of assets from one corporation to another
 Stock splits
NOT SUBJECT
TO RULE 145
 Reverse stock splits
 Changes in par value

Rule 147 and 147A

Intrastate Offering
Provides an exemption for the sale of securities to residents of one state if:
 The corporation has its principal place of business in the state and meets any one of the following four
requirements:
1. 80% of the assets located
2. 80% of the revenues generated
3. 80% of the proceeds used, or
4. A majority of issuer’s employees are based in the state
 Resales to non-residents are prohibited for six months from the end of the distribution

Activity
Identify whether the statement applies to Rule 147 or Reg. D. Read each statement and fill in the blanks.

____________ Investors must be residents of one state.

____________ Sales are limited to a maximum number of non-accredited investors.

____________ Non-residents cannot purchase stock for six months after the last sale of the offering.

____________ An offering memorandum is the disclosure document.

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Activity
Match each description to the appropriate Rule.

RULE 144 Sales of restricted and control stock

RULE 144A Reclassifications of securities

RULE 145 Qualified institutional buyers

Issuing G.O. and Revenue Bonds

Municipal debt issues are exempt from the registration and prospectus requirements

Issuing General Obligation (GO) Bonds Issuing Revenue Bonds

 Usually requires voter approval  Doesn’t require voter approval since they’re
 Subject to debt limitations placed on the backed by fees that are paid for use of the facility
municipality which limits its ability to add debt or service
above its debt ceiling  A consultant is hired to produce a feasibility study

Selecting an Underwriter
There are two different methods that a municipality may use when selecting its underwriter

Competitive Sale Negotiated Sale

 Notice of Sale advertises the offering to  Issuer appoints its managing underwriter
underwriters  Both issuer and underwriter “negotiate” terms
• The Notice is prepared by the issuer of the deal
• Contains relevant details about the issue
 Issuer is inviting underwriters to submit sealed
bids
• Underwriting generally awarded to
lowest bid

Municipal Advisor – typically employed by a municipality to assist in selecting an underwriter

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Municipal Documents/Information
Official Statement Used by municipal issuers as a disclosure document
Prepared by Bond Counsel which renders its opinions as to:
Legal Opinion  Issuer’s legal, valid, and enforceable obligation
 Tax exempt status of the issue
Provided to purchasers, along with a copy of the official statement, by no
New Issue Confirmations
later than settlement date
Committee on Uniform Securities Underwriters are expected to apply for CUSIP numbers that are used to
Identification Procedures identify unique securities (e.g., by maturity)

Electronic Municipal Market Access (EMMA)

MSRB website used by issuers and underwriters to submit documents
Electronic Access
 Provides electronic public access to information about the municipal market
• Trade activity
• Market statistics
Documents
 Various documents:
• Pre-sale documents
• Official statements
• Continuing disclosures
Plan Info
 Includes 529 plan information

Question
Circle the statement(s) that is/are TRUE regarding municipal documents?
I. When an official statement is prepared by an issuer, it must be provided to any purchaser of the new issue.
II. A legal opinion guarantees the payment of principal and interest on a bond.
III. The bond counsel for the issuer prepares the legal opinion.
IV. The MSRB requires the preparation of an official statement.

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Chapter 12 – Orders and Trading Strategies

Key Topics

1 2 3 4
TRADE CAPACITY 5% POLICY TYPES OF TYPES OF
TRANSACTIONS ORDERS
He
Learn about the two Learn about
different ways that FINRA’s guideline Learn about Learn about how
broker-dealers for the commissions, purchases, long market orders, limit
execute trades. markups, and sales, and short orders, and stop
markdowns that sales. orders are used.
firms charge.

How Broker-Dealers Function

BROKER
 Remember, A – B – C
 Agency trades are executed by Brokers and they charge Commissions
 Brokers don’t assume risk

DEALER
 Remember, P – D – M
 Principal trades are executed by Dealers and they charge Markups and/or Markdowns
 Dealers assume risk

Markups and Markdowns

Market maker quotes are inter-dealer, but are adjusted when trading with retail customers
 Allows dealers to profit on trades with customers
 Price adjustments are built into the trade, but are generally disclosed on the confirmation
This quote shows the prices at which the market Bid Ask
maker will buy from and sell to other dealers:
17.05 17.15

Factoring in a $.05 markdown or markup, the Price for Price for

prices to retail clients will be as follows: Selling Client Buying Client
17.00 17.20

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Fair Prices and Commissions

 FINRA has established a 5% Policy
• The policy is not a rule, but rather a guideline for commissions, markups,
The Policy and markdowns
− Certain transactions may justify a higher markup/markdown
− Other transactions may justify a lower markup/markdown
 Influential Factors
• Type of security involved (equity or debt)
• Availability of the security
The Factors That
Influence the Charge • Price
• Amount of money involved
• Pattern of markups
• However, the type of client or whether the firm will profit is NOT relevant

The 5% Policy
The policy applies to proceeds transactions
 When a client directs a B/D to liquidate securities and use the proceeds to buy other securities
• Markup is calculated based on one trade (as if done for cash)
The policy excludes:
 Trades involving securities sold by prospectus or offering circular (e.g., new issues, mutual funds, variable
annuities)
 Exempt securities (e.g., U.S. government and municipal securities)

Activity
Read each statement and determine whether it is TRUE/FALSE.

A MARKUP IS APPLIED TO THE ASK PRICE WHEN

A MARKET MAKER SELLS TO A CUSTOMER

TOTAL PRICE PAID BY

CUSTOMERS IS THE ASK PRICE

FINRA’S 5% POLICY ALLOWS A BROKER-DEALER

TO CHARGE ENOUGH TO MAKE A PROFIT

THE 5% POLICY APPLIES WHEN A CUSTOMER

SELLS A SECURITY AND USES THE PROCEEDS
TO PURCHASE ANOTHER SECURITY

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Discretionary Orders
For Discretionary Accounts:
When discretion is granted to a registered representative, it must be documented when used
 If the trading decision was made by the representative without consent to the specific trade, the order ticket
must state that it was discretionary
 If the trade was executed with the client’s consent, the order ticket will state discretion not exercised

For Non-Discretionary Accounts:

Any order ticket must indicate solicited or unsolicited
 If a trade was recommended by the agent and accepted by the customer, the order ticket is marked solicited
 If a trade is placed by a customer without the representative’s recommendation, the order ticket is marked
unsolicited

Types of Transactions
When an order is placed, it must be identified as either a:

Purchase Trade may be paid in full or purchased on margin

Long Sale Sale of securities that are owned by the customer
Sale of securities that are not owned by the customer
 Customer borrows from the firm and sells
 Must deposit the appropriate amount of margin to borrow securities
Short Position
Created By:
 Risk is on the upside and unlimited
Covered and uncovered options (i.e., the sale of call or put options)
 If covered, no margin is required and risk is generally limited
 If uncovered, margin is required and risk may be significant

Activity
Which of the following must be documented on an order ticket? Circle all that apply.
I. The order ticket must indicate if discretion was not exercised for orders executed in a discretionary account.
II. A trade recommended by an RR and accepted by a customer can be marked unsolicited.
III. A sale of securities that are not owned by a customer is documented as being sold short.
IV. All sales of options must be done in margin account.

Types of Orders
 Customer wants to buy or sell
Market Order  Customer specifies the security and size of the order only
 Order is immediately executed at the best price available
 Customer only wants to buy or sell at a set price or better
 Customer specifies the security, size, and price
Limit Order  Order is only executed if the limit price is able to be met
• Buy limit: at preset price or lower
• Sell limit: at preset price or higher

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Buy Limit Order

An investor is interested in ABC stock, which is currently trading
at 30.75. Rather than placing a market order, she enters a buy
limit order
 Buy 1,000 ABC at $30

Sell Limit Order

ABC is currently trading at $29.40 and an investor who is long the
stock is willing to sell her shares. Rather than placing a market
order, she enters a sell limit order
 Sell 1,000 ABC at $30

Activity
Match each type of order with the appropriate description.

MARKET A buy or sell order that may not be executed

SELL LIMIT An order that will only be executed at a specific price or lower

LIMIT A buy or sell order that will be immediately executed

BUY LIMIT An order that will only be executed at a specific price or higher

Stop Orders
May be used to limit a loss or protect a gain
Does not guarantee a specific price when buying or selling

 Hope – Stock rises in value

If Long Stock
(BULLISH)
 Fear – Stock falls in value
 Need – Limit downside risk (enter sell stop order below current market value)
 Hope – Stock falls in value
If Short Stock
(BEARISH)
 Fear – Stock rises in value
 Need – Limit upside risk (enter buy stop order above current market value)

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Stop and Stop Limit Orders

Both stop and stop limit orders are “triggered” (activated) when a trade occurs at, or through, the stop price
 Sell stop orders will activate at the stop price or lower
 Buy stop orders will activate at the stop price or higher

It Becomes a Market Order

Once a Stop Order is Activated
(Immediate Execution)

It Becomes a Limit Order

Once a Stop Limit Order is Activated
(Uncertain Execution)

Limit and stop limit orders may not provide protection since it’s possible that they may not be executed

Activity
Read each statement and indicate to which order it applies.

CAN BE USED TO HEDGE

A LONG POSITION
ONCE ACTIVATED, IT
MAY NOT BE EXECUTED
ONCE ACTIVATED, IT WILL BE
IMMEDIATELY EXECUTED
CAN BE USED TO HEDGE
A SHORT POSITION

Sell Stop Order

An investor’s long position in RST has risen in value; however,
he’s afraid of a potential decline. To limit downside risk, he enters a
sell stop order
 Sell 1,000 RST at $30 stop

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Sell Stop Order Example

An investor bought 1,000 shares of DEF at $34
 The stock starts trading at lower prices
 Afraid of a large loss, she enters an order:
Sell 1,000 DEF at 30 stop
 Today’s transactions:
30.35…30.70…30.38…29.87…29.85
Trigger Price?________ Execution Price?________

A stop order (which becomes a market order once triggered)

can be executed at a price that’s above or below the stop price

Buy Stop Order

An investor’s short position in ABC has fallen in value; however, he’s
afraid of a potential increase. To limit upside risk, he enters a buy
stop order
 Buy 1,000 ABC at $30 stop

Buy Stop Order Example

An investor is short 1,000 shares of DEF at $26
 The stock starts trading at higher prices
 Afraid of a large loss, he enters an order:
Buy 1,000 DEF at 30 stop
 Today’s transactions:
29.75…29.60…29.70…30.12…30.15
Trigger Price?________ Execution Price?________

A stop order (which becomes a market order once triggered)

can be executed at a price that’s above or below the stop price

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Order Qualifiers
Different qualifiers can be used to influence when and if an order is executed
Two of the more popular are:
1. Day Order – unless otherwise indicated, all orders are day orders and are cancelled at day’s end if not executed
2. Good-’Til-Cancelled (GTC) or Open Order – stays on the book until it expires, is executed, or is cancelled
• May be placed for one week, one month, or other specified period
• Entering firm should periodically check with the exchange on which the order was entered
• May be adjusted for distributions on the security or partial execution

Activity
Which of the following is/are TRUE regarding stop and other order qualifiers? Circle all that apply.
I. A day order that’s not executed on a specific day will be carried over to the next day.
II. A buy stop at $17 will be triggered if the stock trades at or below $17.
III. A sell stop at $37 will be triggered if the stock trades at or below $37.
IV. A GTC order is adjusted if the underlying stock is the subject of a stock dividend.

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Chapter 13 – Settlement and Corporate Actions

Key Topics

1 2 3 4
TRANSACTION SECURITIES COPRORATE FORWARDING
SETTLEMENT DELIVERY ACTIONS OFFICIAL
He
Learn about the Learn about what Learn about the
COMMUNICATIONS

different methods constitutes good different corporate Learn about how

of settlement delivery for stock actions, including communications are
based on the and bond stock splits and delivered to
securities involved. transactions. tender offers. objecting vs.
non-objecting
beneficial owners.

The Trading Process

1. Order entry – Order ticket details regarding how a trade is to be executed
2. Execution – Occurrence of a trade in a market center
3. Clearing – Executing firms agree to the details of a trade; any unrecognized trades may result in a
DK (Don’t Know) notice
4. Settlement – The day on which the customer’s name is placed on or taken off the issuer’s books
5. Custody – Safeguarding of client and firm assets

Settlement Dates
Unless a specific exception is made, settlement (completion of the transaction between the firms involved) will occur
as follows:
 Corporate and Municipal Securities
• Two business days after the trade date (T + 2)
 U.S. Government Securities and Option Trades
• Next business day after the trade date (T + 1)
 Cash Settlement for any security
• Same day as the trade date (both sides must agree)
 Seller’s Option
• Negotiated settlement; not earlier than two business days after the trade
 When Issued
• As determined by the National Uniform Practice Committee

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Regulation T Payment Date

According to the Federal Reserve, Regulation T payment must be obtained for transactions in either cash or margin
accounts within two business days of settlement (S + 2 or T + 4)
Exempt securities:
 Municipal
For both of these securities, payment is generally due on settlement date
 U.S. Government
Option trades requires customers to make payment on the fourth business day after the trade (T + 4)

Activity
Match each settlement to the appropriate description.
A negotiated settlement; not earlier than two business days after the
T+2
trade
Settlement date for transactions involving U.S. government securities
T+1
and options
REG. T Settlement date for transactions involving corporate and municipal
PAYMENT DATE securities

SAME DAY Two business days after regular-way settlement (i.e., S + 2 or T + 4 )

SELLER’S OPTION Settlement for any securities using cash settlement

Depository Trust & Clearing Corporation

The DTCC provides clearing, settlement, and information services for depository-eligible securities through its
subsidiaries, including:
 National Securities Clearing Corporation (NSCC) – central counterparty for clearing, settling and guaranteeing
U.S. equity trades
 Depository Trust Company (DTC) – provides custody and safekeeping services for securities
Transactions among members are completed through computerized bookkeeping entries
 Referred to as book-entry settlement
 No physical delivery of securities

Good Delivery
A member firm’s transfer agent makes the final determination as to whether a security is in good deliverable form and
may be transferred to the new owner
Good Delivery Requirements Units of Delivery
 Properly registered Restricted
 Properly endorsed certificate
 Stock transactions must be delivered
in multiples of 100 shares securities are
 Signed stock power if the stock
 Bond transactions must be in $1,000 not considered
certificate is sent unsigned good delivery
units or multiples thereof – 100 units
 CUSIP numbers may be used to adding to $1,000 are permissible
identify and clear

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Activity
Which statements are TRUE regarding clearing trades and good delivery of securities?
Circle all that apply.
I. Book entry requires physical delivery of securities.
II. A stock power can be used in lieu of a signed certificate.
III. Stock transactions must be delivered in multiples of 100 shares.
IV. Restricted securities can be used for good delivery.

Corporate Actions Department

Responsible for handling the following corporate actions:
 Stock splits
 Rights offerings
 Proxies
 Tender offers
 Mergers and spinoffs
 Exchange offers
 Stock buybacks

Cost Basis and Capital Events

Company’s attempt to improve marketability of its stock
The Purpose of a
 No economic gain or loss for holders
Stock Split or
Stock Dividend
 No change to issuer’s capitalization
 No change to holder’s percentage of equity ownership
 Forward (e.g., 2:1 or 3:2) – more shares, lower price
The Two Types
of Stock Splits
 Reverse (e.g., 1:5) – fewer shares, higher price
• For both types, dividends per share are adjusted proportionately
Tax Treatment
 Additional shares received are generally not taxed as income
 Investor’s total basis is unchanged, but basis per share is adjusted

Example – Forward Stock Split

Investor owns 100 shares of XYZ at $180 per share. XYZ Company executes a 3:2 split.

• Shares = 100 shares Investor’s total position:

Before the split:
• Basis per share = $180 $18,000

• Shares = 150 Investor’s total position:

After the split:
• Basis per share = $120 $18,000

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Example – Reverse Stock Split

Investor owns 1,000 shares of XYZ at $10 per share. XYZ Company executes a 1:4 split.

• Shares = 1,000 shares Investor’s total position:

Before the split:
• Basis per share = $10 $10,000

• Shares = 250 Investor’s total position:

After the split:
• Basis per share = $40 $10,000

Activity
Read each statement and determine whether it is TRUE or FALSE.
A FORWARD OR REVERSE SPLIT
CHANGES THE TOTAL VALUE
OF SECURITIES IN THE PORTFOLIO
AFTER A 1 FOR 5 STOCK SPLIT,
AN INVESTOR WHO OWNED 500 SHARES
WILL NOW OWN 100 SHARES
AFTER A 3 FOR 2 STOCK SPLIT,
AN INVESTOR WHO OWNED 200 SHARES
WILL NOW OWN 300 SHARES
AFTER A 5 FOR 4 STOCK SPLIT,
100 SHARES AT $50 PER SHARE WILL
EQUAL 125 SHARES AT $40 PER SHARE

Tender Offers
A tender offer indicates the intent to buy shares from the owner at a fixed price
 The offer may be made by the issuer or a third party
 The offer is typically made to acquire a company or a controlling position and seat on the board of directors
 The offer may be for all of the shares or a specific percentage
Shares may only be tendered if an investor is long the stock or its equivalent, such as:
 A convertible security (conversion NOT required)
 A right or warrant (exercise NOT required)
 A call option (ONLY if exercised)

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Other Corporate Actions

Preemptive Rights
 Provide existing shareholders with opportunity to purchase additional shares directly from the company
 The subscription price is set below the current market
Mergers and Acquisitions
 Merger – the combination of two companies
 Acquisition – one company purchasing and assuming control of another
Spinoffs
 A company may choose to spinoff a specific business unit to existing shareholders
 Shareholders receive new shares of the business unit

Forwarding Official Communications

Beneficial Owners – Investors whose securities are held in their name and recorded on the firm’s books

Non-Objecting Beneficial Owner (NOBO) Objecting Beneficial Owner (OBO)

 Owners who will not release personal information

 Owners who allow issuers to contact and send
to issuers.
communications to them directly
 Instead, all communications must be sent through
the OBO’s broker-dealer

Proxies
 A voting power of attorney; must be immediately forwarded to customers
 By signing, the beneficial owner allows another person to vote on his behalf
Forms 10-K (annual) and 10-Q (quarterly)
 Financial information that must be forwarded to all stockholders

Charging for Services

Charging Issuers
 Member firms may charge issuers for forwarding materials to beneficial owners
 Rates are subject to FINRA rules
 Member firms may charge customers reasonable costs/fees, but cannot
discriminate between customers
 Services include:
• Safekeeping of securities
Charging Customers
• Collection of dividends and interest
• Exchange or transfer of securities
 However, charges for forwarding proxies or other financial information is the
responsibility of the issuer

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Activity
Read each corporate action and indicate what it’s called.

A COMBINATION OF TWO COMPANIES

AN INTENT TO PURCHASE
SHARES OF ANOTHER OWNER

SHAREHOLDERS RECEIVE NEW SHARES

OF A BUSINESS UNIT OF A COMPANY

ONE COMPANY ASSUMES

CONTROL OF ANOTHER COMPANY

Activity
Which statements are TRUE regarding the delivery of official communications? Circle all that apply.
I. For OBOs, all communications must come from the OBO’s broker-dealer.
II. NOBOs don’t allow issuers to contact them directly.
III. A broker-dealer may charge an issuer when forwarding proxies to shareholders.
IV. A broker-dealer may charge customer a fee when transferring their securities.

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Chapter 14 – Customer Accounts

Key Topics

1 2 3
ACCOUNT TYPES CUSTOMER RETIREMENT
AND ACCOUNT ACCOUNTS
He
CHARACTERISTICS REGISTRATIONS
Learn about both
Learn about the basics Learn about individual Traditional and Roth
of cash accounts, accounts, joint IRAs, as well as
margin accounts, and accounts, and other ERISA rules for
option accounts. unique forms. qualified plans.

Types of Accounts
Cash Account
 Buyer pays full amount of trade
Margin Account
 Long – client borrows funds from the broker-dealer to purchase securities
 Short – client borrows securities from the broker dealer to sell short
Options Account

Opening a Margin Account

 Increases customer purchasing power
Margin  Increases risk of large losses due to adverse market changes
• Subject to the FRB’s Regulation T deposit requirement of 50%

 The terms of the loan

Credit Agreement
 Discloses interest amount, how computed, and when charged

 Customer hypothecates securities to B/D as collateral

Hypothecation
 B/D borrows money from a bank to replace the loan that was made to the
(Pledge) Agreement
customer

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Additional Margin Documents

Loan Consent Agreement (generally used for short sales)
 Not mandatory for opening account
 If signed, B/D is able to lend the customer’s securities to others
Margin Disclosure Document – must be provided to all customers opening a margin account and indicates:
 A customer can lose more money than deposited
 The firm can force the sale of securities or assets in the account
 The firm can sell securities from the account without notifying the customer
 The customer has no control over which assets are sold to meet a margin call
 The in-house maintenance requirement can be changed without prior written notification to the client
 The client is not entitled to an extension for a maintenance call

Activity
Read each statement and determine which document it describes.

INDICATES THAT THE BROKER-DEALER

IS PERMITTED TO USE SECURITIES
IN THE MARGIN ACCOUNT TO SECURE A LOAN

DISCLOSES THE INTEREST RATE, HOW IT’S

COMPUTED, AND WHEN IT’S CHARGED

STATES THAT SECURITIES CAN BE SOLD

FROM THE ACCOUNT TO MEET A MARGIN CALL

STATES THAT A BROKER-DEALER IS

PERMITTED TO LEND SECURITIES
IN A MARGIN ACCOUNT TO OTHERS

Opening an Options Account

Due to the high risk in option accounts, option trading may not be suitable for all clients
Firms must gather client information through Option Account Agreement, including:
 Names of those with trading authority
 Financial status, objectives, experience
• Data need not be verified
If the client does not provide requested information, a note is made on the agreement
A copy is sent to the client for his eventual signature (verification) along with the OCC’s options disclosure document
(ODD)

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Discretionary Accounts
If a client is to authorize another person to make investment decisions in her account or deposit and/or withdraw funds,
the following forms/steps are required:
 An authorization form signed by the client and the person granted authorization (Power of Attorney)
• Principal must approve the account in writing prior to its opening
• Each order must be reviewed and approved promptly by a
principal (not in advance) Power of Attorney
Grants a person other than the
• Activity must be monitored for potential churning account owner with the authority to
Limited Trading Authorization act on the owner’s behalf without
the owner’s prior knowledge.
 Allows for execution of trades
Full Trading Authorization
 Allows for execution of trades, withdrawal of cash and
securities, check writing privileges

Not Held Orders

 Allows client to provide oral authorization for trade execution
 Avoids the need for discretionary authority if RR decisions are limited to time and/or price of execution
 Client specifies whether to buy or sell, the quantity, and the security
• “Sell 1,000 shares of XYZ whenever you think the time and price is right”
 Not held orders are only good for one day; if longer, written authorization is required

The Three “A”s

For Not Held orders, the customer specifies the Action, the Amount, and the Asset.

Activity
Which statements are TRUE regarding options and discretionary accounts? Circle all that apply.
I. Due to the high risk in options trading, a customer is required to provide any information requested for the account
to be approved.
II. A principal must approve a discretionary order before it is executed.
III. Full trading authority allows cash and securities to be withdrawn from a discretionary account.
IV. If a customer specifies the security, the quantity, and whether to buy or sell, the broker can determine when to
execute the trade on that day.

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Fee-Based Accounts
Advisory and custodial fees, along with transaction costs, are wrapped into one comprehensive annual fee

 Traditional accounts charge on a per transaction basis assessing a commission on each trade

 Fee-based accounts roll all of the costs for services into one fee
• Wrap accounts are a type of fee-based account

Suitability considerations:
 Are the services appropriate given client’s needs?
 Are the fees reasonable given the client’s trading history?
• Unsuitable for clients who trade infrequently (Buy and Hold)
• Designed primarily for active traders

Education Savings Plans

Coverdell Education Savings Account (CESA) 529 Plan

 A trust or custodial account that’s created for the  A plan that is generally operated by a state and
purpose of paying the qualified education expenses designed to meet the costs of both college and
of a designated beneficiary K-12 education
• Maximum contribution: $2,000 annually per  Allows for much larger contributions than what
child up to age 18 CESAs allow
• Contribution is non-deductible, but earnings  Covered in greater detail in Chapter 8
are tax-free if used for qualified education
expenses (contribution eligibility is subject to
income limits)
• CESAs may be used to pay for private
education on any level (i.e., kindergarten
through college)
• Funds must be used by the child’s 30th
birthday or transferred to a relative’s CESA

Question
For which type of investor is a fee-based account unsuitable?__________________________________
___________________________________________________________________________________
How much and for how long can contributions be made to a CESA? _____________________________
____________________________________________________________________________________
Which educational savings plan is primarily designed for higher education?_________________________
____________________________________________________________________________________

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Customer Account Registrations

INDIVIDUAL FIDUCIARY

JOINT CORPORATE

CUSTODIAL (MINOR) PARTNERSHIP

Individual Account
 Opened by, and for, one person
 Only the account owner can dictate trades
• Third party authorization may be granted to another person
 Numbered or Nominee accounts are permitted
• The account may be opened under a number or code name
• Provides privacy for the individual
• Customer Identification Procedures (CIP) requires firms to maintain records of the beneficial owners

Joint Accounts
 New account information is obtained for each owner
 Any owner may initiate activity
 When signatures are required, all owners must sign
 Checks are made payable to all parties

JOINT TENANTS WITH RIGHTS OF

JOINT TENANCY IN COMMON (JTIC)
SURVIVORSHIP (JTWROS)

 Common for spouses  Each tenant owns a specified amount

 Each tenant has equal ownership  If one owner dies, decedent’s portion is
 If one owner dies, ownership passes equally transferred to her estate
to surviving tenant(s) without probate  Common for business partners

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Trust Accounts
Trust – a legal arrangement in which an individual (creator) gives fiduciary control of property to a person or institution
(trustee) for the benefit of beneficiaries

Revocable – also referred to as living or inter vivos trusts

 A person has the ability to revoke or change any terms in the trust
 Does not reduce estate taxes, but avoids probate if funded prior to donor’s death

Irrevocable
 Cannot be changed after being signed
 Will reduce estate taxes and avoid probate

Accounts for Minors – UGMA/UTMA

Custodial Account – Uses a standard new account form titled “custodian for minor”

ONE MINOR  Responsible for taxes; minor’s Social Security number

(Legal Owner)  If child dies without a will, state law determines asset distribution

ONE CUSTODIAN
 Has authority to initiate activity (prudent investments)
(Any Adult)  Under the Uniform Prudent Investor Act (UPIA), a custodian may delegate
investment functions to a third party

 Irrevocable; may be cash and/or securities

 Covered options and penny stock transactions may be permitted
GIFTS  No margin (i.e., no uncovered options, short sales, commodities)
 No limit on number of donors or on the value of gifts
 Taxes may be due from donors if gifts exceed $15,000 per year

Other Forms of Registration

 A fiduciary is defined as a person or organization that owes to another the
duties of good faith and trust
FIDUCIARY
 Documentation is often filed with a court in order to get court approval of the
actions of the fiduciary
 Always examine Corporate Resolution
CORPORATE  To open an option or margin account, the Corporate Charter must also be
examined

PARTNERSHIP
 Partnership agreement specifies persons authorized to execute trades
 Information must be collected on each managing partner

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Activity
Match each type of account to the appropriate description.

REVOCABLE Only the account owner can dictate trades

If a tenant dies, the decedent’s portion is transferred

UTMA
to her estate
If a tenant dies, ownership passes equally to the
INDIVIDUAL
surviving tenants

JTWROS The terms of the trust account can be changed

JTIC There is only one custodian and gifts are irrevocable

The SECURE Act

Effective January 1, 2020, the Setting Every Community Up for Retirement Enhancement (SECURE) Act was
passed to enhance and increase access to retirement savings plans. The Act introduces the following provisions:
Increase of Age for Required Minimum Distribution (RMD) Section 529 College Savings Plans
 For individuals who turn age 70 ½ after Dec. 31,  An individual is now permitted to withdraw up
2019, the RMD is now set at age 72. to $10,000 on a tax-free basis (a qualified
• If an individual turned age 70 ½ in 2019, he withdrawal) to repay a qualified student loan as
must take his RMD for 2019 by April 1, 2020 well as expenses for certain apprenticeship
and each year thereafter programs. This is a lifetime limit.

Contributions to a Traditional IRA After Age 70 ½ 401(k) Plans for Part-Time Employees
 Provided an individual has earned income, he’s able  Employers that maintain 401(k) plans must
to contribute to a Traditional IRA regardless of his have a dual eligibility requirement under which
age employees are be eligible if they complete
either:
Penalty-Free Withdrawals for Birth or Adoption 1. A one-year of service requirement (with
 An individual may take a penalty-free withdrawal of the existing 1,000-hour requirement) or
up to $5,000 from an IRA or employer-sponsored 2. Three consecutive years of service during
retirement plan for expenses associated with the which the employees complete at least
birth or adoption of a child 500 hours of service

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Traditional and Roth IRAs

Traditional Roth
100% of earned income, up to a maximum of 100% of earned income, up to a maximum of
$6,000 $6,000
Similarities

Spousal option: extra $6,000 Spousal option: extra $6,000

Age 50 or older: extra $1,000 Age 50 or older: extra $1,000

May be a deductible contribution Contribution is NEVER deductible

Contribution is always allowed Higher income individuals may not contribute

Differences

Required Minimum Distribution (RMD) by Apr. 1

of the year after owner reaches age 72 No withdrawal requirement
(tax penalty for failure)

Withdrawals are subject to tax Qualifying withdrawals are tax-free

Traditional and Roth IRAs

For both Traditional and Roth:
 Early withdrawal penalty:
• Before age 59 ½ and 10% of taxable amount
− In a Roth IRA, the first contribution must have been made at least five years prior
• Exceptions: death, disability, qualified higher education expenses, up to $5,000 for expenses associated
with the birth or adoption of a child, or qualified first-time homebuyer distributions ($10,000 lifetime limit)
 Rollovers and Transfers (no penalty)
• Rollover:
− Owner receives proceeds
− Once per year (rolling 12 months); completed within 60 days
• Trustee-to-Trustee Transfer:
− Owner does not have access to the funds
− May be more than one per year

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Taxation of Traditional IRAs

(Funded with after-tax contributions)

Tax-Deferred Earnings
$100,000
IRS client

Only earnings are taxable as ordinary income

After-tax-Contributions
$100,000

Activity
Read each statement and determine whether it is TRUE/FALSE.

IF AN INDIVIDUAL HAS EARNED INCOME,

HE CAN CONTRIBUTE TO A TRADITIONAL IRA

REQUIRED MINIMUM DISTRIBUTIONS

MUST BE MADE FROM A ROTH IRA
AFTER THE OWNER REACHES AGE 72

EARNINGS CAN BE WITHDRAWN FROM A

TRADITIONAL AND ROTH IRA WITHOUT PENALTY
FOR FIRST-TIME HOMEBUYERS

QUALIFYING DISTRIBUTIONS FROM

A ROTH IRA ARE TAX-FREE

ERISA
Employee Retirement Income Security Act of 1974 was created to prevent misuse and mismanagement of pension
plan funds
 Rules apply to private sector defined benefit and defined contribution plans
 Determines qualified status
• Employer and employee contributions are tax-deductible
• Earnings are typically tax-deferred
 Plans must not be discriminatory and offered to all employees who:
• Are age 21 or older
• Have at least one year of full-time service (1,000 hours)
 An approved vesting schedule must be followed
• Specifies the percentage of the employer’s contributions to which the employee is entitled when
withdrawing from the plan
• Employees are 100% vested in their own contributions

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Taxation of Retirement Plans

Tax status of contributions:
 Pre-tax contributions have a zero-cost basis (taxable at withdrawal)
 After-tax contributions are part of cost basis (tax-free at withdrawal) Retirement plans never generate
Earnings typically grow tax-deferred capital gains or losses
Tax status of distributions:
 Any portion representing pre-tax contributions is taxable as ordinary income
 Any portion representing after-tax contributions is a return of capital and not taxed
• Earnings are typically taxed as ordinary income
 Subject to required minimum distributions (RMD)

401(k) and Profit-Sharing Plans

401(k) PLANS
 Employees may elect to contribute (generally pre-tax)
• 401(k) plans generally have a zero-cost basis since they are funded with pre-tax contributions, with
earnings that grow tax-deferred
• Contributions are subject to a maximum annual amount
 Employers may match contributions but are not required to do so
• Matching may be based on a profit-sharing plan
 Employers that maintain 401(k) plans must have a dual eligibility requirement under which employees are
eligible if they satisfy either:
• A one-year of service requirement (or 1,000 hours) or
• Three consecutive years during with the employee provided at least 500 hours of service
PROFIT-SHARING PLANS
 Contributions are discretionary, decided by the board of directors
 Contributions are subject to maximum annual amounts
 Allocation of contributions to employees is based on a predetermined formula

Activity
Which statements are TRUE regarding ERISA and distributions from retirement plans? Circle all that apply.
I. ERISA requires plans to allow all employees who are at least age 21 and have one year of full-time service to be
eligible to contribute to a plan.
II. Distributions from retirement plans as a result of appreciation of securities are taxed as capital gains.
III. An employee must be vested to receive the benefits of the employer’s matching contributions in a 401(k) plan.
IV. Contributions to profit-sharing plans are decided by the board of directors.

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Chapter 15 – Compliance Considerations

Key Topics

1 2 3 4
OPENING AND USA PATRIOT ACT AND REGULATION SP AND COMMUNICATION
UPDATING CLIENT ANTI-MONEY CUSTOMER RULES AND
He
ACCOUNTS LAUNDERING RULES STATEMENTS PROTECTING THE
CUSTOMER
Learn about FINRA and Learn about the Learn about how client
SEC rules for opening Customer Identification information is protected Learn about broker-
customer accounts. Program and FinCEN and delivery of dealer communications
reports. statements. and how customer
interests are protected.

FINRA Rules for Opening Cash Accounts

Required Information:
 Name of customer
• Numbered or coded account is acceptable
 Address
• Cannot open with P.O. box only (military P.O. box is acceptable)
 Whether of legal age
 Registered representative(s) of record
 Signature of supervising principal
Copy of the above information must be provided to clients at least every 36 months

Customers are NOT required to sign their new account forms.

Additional Information
Prior to settlement of the initial transaction, a reasonable effort must be made to obtain the following customer
information (this does not apply to institutional accounts):
Tax I.D./ Occupation as well as name Whether associated with
Social Security number and address of employer another member firm

If a client refuses to provide any requested information, the RR should document the refusal

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Recordkeeping Requirements
According to SEC Rule 17a-3 broker-dealers are required to maintain the following records:
 Name and tax ID number
 Address, telephone number and date of birth
 Employment status and whether associated with another broker-dealer
 Information to assist in determining suitability
• Income
• Net Worth (excluding principal residence)
• Risk Tolerance
• Objectives

Updating Client Information

Failure to update client information on a timely basis may result in the execution of unsuitable transactions or
regulatory issues
 If a client moves to a new state, both the firm and the RR must be registered in that state in order to continue
conducting business with the client
 Changes in the financial background of a client (for better or worse) must be documented
• A different pattern of transactions may indicate a change
 Objectives are typically adjusted as customers age
FINRA rules require firms to send a copy of updated changes to a
customer within 30 days or at the time the next statement is mailed.

Suitability
The Basics of Suitability Institutional Suitability

Suitability is based on the client’s profile when an Institutional suitability – The extent of the obligations
account is opened is based on:
 Applies to recommended transactions and  Those servicing the account having a
investment strategy reasonable belief that the client is capable of
 Suitability is not determined by gains and evaluating investment risks
losses  The institutional client affirmatively stating that
 RRs may not place their own interests ahead it’s exercising independent judgement
of the client’s, such as:
• Recommending one product over another
to generate a larger commission

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FINRA’s Suitability Rules

Under FINRA’s three main suitability obligations, a member firm and its registered representatives must have a
reasonable basis to believe that:

The Reasonable Basis Obligation The Customer-Specific Obligation The Quantitative Obligation
A recommendation is suitable for at A recommendation is suitable for a A series of recommended
least some investors particular customer based on the transactions, even if suitable for a
customer’s investment profile (this customer, are not excessive when
provision does not apply to the customer’s investment profile is
institutional customers) taken into consideration

Activity
Match the information to the FINRA rule.

Name and address

Social Security number

REQUIRED

Name and address of employer

REASONABLE EFFORT
Signature of principal

Whether client is of legal age

Activity
Read each statement and determine whether it is TRUE/FALSE.
THE SEC REQUIRES A BROKER-DEALER TO
MAINTAIN THE CUSTOMER’S SOCIAL
SECURITY NUMBER AND DATE OF BIRTH

ONLY A BROKER-DEALER MUST BE REGISTERED

IN THE CLIENT’S STATE OF RESIDENCY,
NOT THE REGISTERED REPRESENTATIVE

SUITABILITY IS NOT BASED

ON GAINS AND LOSSES

SUITABLE RECOMMENDATIONS
ARE NEVER CONSIDERED EXCESSIVE

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USA PATRIOT Act

Customer Identification Procedure (CIP)
 B/Ds must verify the identity of each customer within a reasonable period of time from the account opening
 Why?
Three stages of money laundering:

1. Placement 2. Layering 3. Integration

A series of transactions are Proceeds from the previous
Illegal cash is placed in the broker-
executed which are meant to avoid transactions are put back into the
dealer’s business
detection (e.g., structuring) stream of commerce

FinCEN’s Reports
Under the Bank Secrecy Act (BSA), certain reports are sent to the Financial Crimes Enforcement Network (FinCEN),
which is a bureau of the U.S. Department of Treasury
Bank Secrecy Act Transaction Report (BCTR) A violation could result in a
 Filed for all cash transactions executed by a single customer during 20-year prison term and the
one business day that exceed $10,000 greater of a $500,000 fine per
(also filed for structured transactions) transaction or twice the
 Filed within 15 business days amount of the funds involved.
Suspicious Activity Report (SAR)
 Filed whenever a transaction (or group of transactions) equals or exceeds $5,000 and the firm is suspicious
 Filed within 30 business days
 Suspicious activity should also be reported to a principal

AML Compliance Program

A member firm must establish an AML program to detect money laundering schemes and suspicious transactions
 Program requirements include:
• Appointing an AML compliance officer
− AML officer must be identified to FINRA and be knowledgeable about the Bank Secrecy Act (BSA)
 Creating written procedures, including training for personnel
 An independent audit function to test the program’s effectiveness
 However, there’s NO requirement to file reports with a regulator

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Customer Identification Program

 Name
Required Identifying
 Legal address (residence or business)
Information  Date of birth
 Identification number (which may be different for U.S. persons compared to non-
U.S. persons)

Identification Number  Taxpayer ID or

for U.S. Persons  Social Security number

 One or more of the following:

• Taxpayer ID
Identification Number
for Non-U.S. Persons • Passport number
• Alien ID Card number
• Any other government-issued document establishing residence and identity

Office of Foreign Assets

 An OFAC list is maintained to identify the names of terrorists and/or criminals
Control (OFAC)  If a client’s name appears on the OFAC List, transactions are blocked and law
enforcement is notified

Activity
Which statements are TRUE regarding the USA PATRIOT Act and AML rules? Circle all that apply.
I. Broker-dealers must verify the identity of a customer prior to opening an account.
II. An SAR is filed for all cash transactions equaling or exceeding $5,000, even if it is not suspicious.
III. The Bank Secrecy Act requires that a report be filed for all cash transactions that exceed $10,000 during one
business day.
IV. All transactions must be blocked if a customer’s name appears on the OFAC list.

Protecting Client Information

Privacy

Firms may not disclose client information unless: Regulation SP

 Ordered by a court or government entity or  Created rules for protecting the privacy of
 Client provides written permission clients’ confidential information
• A person does not have the right to  Clients provided with “privacy notice” at the
know the content of his spouse’s opening of account and annually thereafter
account  Requires disclosure of information that’s
shared and with whom it’s shared
 Requires a reasonable “opt-out” provision

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Identity Theft Prevention

Federal Trade Commission’s (FTC) Red Flag Rules
 Financial institutions must create and implement policies and procedures to detect and address identity theft
 Intent is to protect the client’s assets
Use of Stockholder Information for Solicitation
 Firms are prohibited from using client information for solicitation purposes
 Permitted if specifically directed to do so and it is for the benefit of the corporation

Customer Statements and the Holding of Mail

Account Statements
 Sent by broker-dealers at least quarterly
 For active accounts, sent monthly
Holding customer mail
 Firm must receive written customer instructions
 Instructions must include the time period during which the mail will be held
• If the requested time exceeds three consecutive months, customer instructions must include a valid reason
 Whether the customer’s instructions still apply must be verified at reasonable intervals

Trade Confirmations
Sent on, or before, settlement of the transaction
Confirmation Information

 Execution details:
• Name of customer
• Buy/sell
• Price and quantity
 Trade and settlement dates
 Firm capacity (agent or principal)
 For bonds, dollar price and yield information
 Name of contra party or a statement of the availability of the information upon written request

Definition of Communications
Correspondence Retail Communication Institutional Communication

 Written or electronic  Written or electronic  Written or electronic

communication that a member firm communication that a communication that a member
distributes or makes available to member firm distributes or firm distributes or makes
25 or fewer retail investors makes available to more than available only to institutional
(prospective or existing) within any 25 retail investors within any investors (NOT to any retail
30-calendar-day period 30-calendar-day period investors)
 Subject to review and supervision  Often subject to preapproval  Subject to review and
and filing supervision

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Activity
Read each statement and fill in the blanks.
1. __________________________ establishes rules to protect the privacy of clients’ confidential information.
2. A privacy notice must be provided to clients when _____________________________ and
__________________________.
3. The FTC’s _________________________ requires financial institutions to create policies to detect identity theft.
4. Account statements are sent ______________________ for inactive accounts, but ______________________ for
active accounts.
5. Customer mail can be held for ________________________ at the broker-dealer.
6. ____________________________ must be sent on, or before, settlement of a transaction.
7. ________________________ is communication that’s distributed to 25 or fewer retail investors within a 30-
calendar-day period.
8. Retail communications are sent to ______________________ retail investors within a ______________________.

Telephone Consumer Protection Act

Telemarketing calls may be made on any day, but only from 8:00 a.m. to 9:00 p.m. local time of the person being
called (residential only)

The time-of-day restriction doesn’t apply if the person:

Exclusions:  Has made any unsolicited inquiry of the firm
 Has engaged in a transaction with the firm within 18 months
The caller must provide:
Information  Both his name and his employing firm’s name
Provided:  The firm’s phone number or address
 The purpose for the call
If requested, a client must be placed on the firm’s “Do Not Call List” within 30 days and
Do-Not-Call List: will remain there indefinitely
 Before placing a call, a firm must review the FTC’s National Do-Not-Call Registry

Transmitting unsolicited advertisements to fax machines is prohibited.

Customer Protection Rule

On a daily basis, broker-dealers are required to obtain and maintain physical possession or control of all fully paid and
excess margin securities belonging to customers

Control Excess Margin Securities Customers

 Good control locations include  The value of margined  Any person for whom the B/D
an SEC-approved depository securities that exceeds 140% holds funds or securities or any
(domestic or foreign) such as of a customer’s debit balance omnibus account that is
the DTC or in-transit between maintained by a B/D on behalf of
the offices of a broker-dealer its customers
 Excludes B/Ds, general partners,
directors, principal officers, or
subordinated lenders

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Customer Free Credit Balances

A free credit balance represents customer proceeds resulting from sales, dividends, or interest payments that have not
been withdrawn or invested
 A statement must be sent to customers at least quarterly
 The statement must indicate the total amount due and that it’s payable on demand
 If statements are sent more frequently than quarterly, a notice of free credit balance must be included

Fidelity Bond
Broker-dealers must obtain a fidelity bond as insurance coverage against losses as a result of:
 Fraudulent trading, loss of securities, or forgery
 NOT errors and omissions or B/D bankruptcy

If the bond is substantially modified, terminated, or cancelled, FINRA must be notified immediately.

Business Continuity Plan (BCP)

A written plan identifying procedures to be followed due to an emergency or significant business disruption must be
made available to FINRA promptly on request
Regulatory reporting Communication with regulators (e.g., Communications between firms and
SEC and FINRA) clients and between firms and
employees

A BCP must address

each of these points
Emergency contact information of
two persons (one must be a member Ensuring that mission-critical
of senior management and a Alternative locations for employees systems (computers) continue to
registered principal to continue working process transactions promptly

Retention of Books and Records

Lifetime Six Years Three Years
Blotters (records of original Order tickets, confirmations,
Corporate and partnership entry), ledgers, new account statements, Forms U4 and U5,
documents forms, powers of attorney, employee records, all forms of
municipal complaints* communication, trial balances

* FINRA requires complaints to be maintained for four years

All records must be maintained in an easily accessible place for the first two years.

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Activity
Which statements are TRUE regarding requirements to protect customers? Circle all that apply.
I. Telemarketing calls can be made between the hours of 9:00 a.m. and 8:00 p.m. local time.
II. Free credit balance represent customer proceeds that have not been withdrawn or reinvested.
III. The fidelity bond protects customers in the event of a broker-dealer’s bankruptcy.
IV. The Business Continuity Plan is not required to be filed with FINRA unless requested.

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Chapter 16 – Prohibited Activities

Key Topics

1 2 3 4 5
MANIPULATIVE REGULATION M INSIDER TRADING NEW ISSUE RULE BOOKS AND
AND DECEPTIVE RECORDS
Learn about the Learn about the Learn about the
He
PRACTICES
regulation that’s aspects of insider New Issue Rule, Learn about
Learn about designed to prevent trading, who are the restricted recordkeeping
prohibited practices manipulation considered tippers persons, requirements for
such as front- surrounding new and tippees, the preconditions for broker-dealers.
running, trading offerings. policies, penalties, sale, and general
ahead, backing and bounties exemptions.
away, freeriding, and associated with
the spreading of violations.
rumors.

The Securities Exchange Act of 1934

The 1934 Act prohibits manipulative and deceptive practices in the sale of securities. Rule 10b-5 includes specific anti-
manipulation provisions which states:
It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate
commerce, or of the mails or of any facility of any national securities exchange
a) To employ any device, scheme, or artifice to defraud
b) To make any untrue statement of a material fact or to omit to state a material fact necessary in order to make
the statements made, in the light of the circumstances under which they were made, not misleading, or
c) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit
upon any person
In connection with the purchase or sale of any security:
 Rule 10b-1 – Stipulates that antifraud rules also apply to exempt securities
 Rule 10b-3 – Stipulates that broker-dealers are prohibited from engaging in fraudulent practices

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Prohibited Trading Practices

Marking-the-
Market rumors Front-running Churning
Close/Opening
 Spreading false or  RRs executing  Effecting trades near  Excessive trading in
misleading trades for proprietary the opening or close a client’s account for
information to accounts (or those of trading in an the purpose of
influence the price of for which they have attempt to influence generating additional
stocks and/or bonds discretion) ahead of a stock’s closing fees and
a customer’s block price up or down commissions
order (a market
moving order)

Prohibited Trading Practices

Trading Ahead of Customer Quoting a Security in Multiple
Interpositioning
Orders Mediums
Refers to the insertion of a third Occurs when, after accepting and Refers to displaying quotes on the
party between a customer and the while holding a customer order, same security in multiple markets.
best market. the dealer executes an order for  Permitted if quotes are at
 Prohibited if detrimental to the same security, same price, on the same price.
the customer, but acceptable the same side of the market for its
if advantageous. own account.
 The obligation is to fill the
customer’s order first.
 An exception exists if
executed by a different
department at the same firm
if information barriers exist.

Regulation M Overview
Regulation M (or Reg. M) was created to prohibit manipulative conduct by persons (distribution participants) that have
an interest in the outcome of an offering. Some of the rules under Reg M include:

1 2 3
 Limits bids and purchases by  Allows for passive market  Permits stabilization of the new
distribution participants making issue to protect its price from
(underwriters and selling group  Permits distribution falling substantially
members) participants to execute
 Prevents conditioning the unsolicited trades to maintain
market by restricting trading for marketability of the security
a specific period

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Trading Ahead of a Research Report

If a firm has knowledge of material, non-public information regarding the contents of a research report, it may NOT
establish, increase, decrease, or liquidate an inventory position in a security or its derivative.
 Executing proprietary orders is prohibited until the information is released publicly.
• Applies to equity, debt and derivatives.
• Covers exchange and non-exchange listed securities.
 Information barriers must exist between trading and research departments.
• Barriers prevent the flow of information between the departments

A Market Maker’s Quote

A market maker that publishes a quote is obligated to buy or sell at its stated bid or offer and up to the size quoted.
Bid Ask The market maker must
10.00 10.05 buy at 10.00 and sell at 10.05

Failure to do so is considered backing away (a violation).

Activity
Match each description to the appropriate term.
A market maker’s failure to buy or sell at its
MARKET RUMORS
stated bid or offer
Excessive trading in a client’s account to
FRONT-RUNNING
generate additional fees and commissions
Establishing, increasing, decreasing or liquidating
CHURNING a security based on having knowledge of an
unexecuted block order
Spreading false or misleading information to
TRADING AHEAD
influence the price of stocks and/or bonds
RRs executing orders for proprietary accounts (or
BACKING AWAY those in which you have discretion) ahead of a
the release of a research report

Question
Which of the following statements are TRUE with regards to Regulation M? Circle all that apply.
I. It permits bids and purchases by distribution participants.
II. It allows for passive market making.
III. It permits stabilization of a new issue to protect its price from falling substantially.
IV. It was created to prohibit manipulative conduct by persons that have an interest in the outcome of an offering.

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Regulation T Payment Date

The Reg. T payment must Before settlement, a If no payment is made, the The result of non-payment
be obtained for purchases customer can request that position is closed out is that the account is
that are made in either the broker-dealer transfer (securities sold) on the frozen for 90 days (all
cash or margin accounts a trade from a cash third business day payments must be made in
within two business days account to a margin following settlement advance)
of settlement (S+2) account

An investor who buys a stock and subsequently sells it, but fails
to meet the Regulation T requirement, is guilty of freeriding.

Anti-Intimidation/Coordination Interpretation
The following actions are prohibited:
 Coordinating price quotes, transactions, or trade reports with other market makers
 Threatening, harassing, or intimidating other market makers
 Retaliating against or discouraging the competitive activities of another market maker

Trading Rules
FINRA and MSRB rules require a dealer to use reasonable diligence to obtain best
execution for their customers. Factors include:
Best Execution  The character of the market for the security
 The size and type of the transaction and number of markets checked
 The ease of obtaining a quote and the terms of the order
According to the MSRB, dealers are required to provide customers with all material
MSRB Time of information that is known or reasonably available at or prior to time of trade.
Trade Disclosure  These requirements apply for both solicited and unsolicited trades, trades that occur
in the primary or secondary market, or for agency or principal trades.

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Insider Trading
Insider trading involves the purchase or sale of securities using material,
non-public information about an issuer to make a profit or avoid a loss.

1. TIPPERS AND TIPPEES 2. PROCEDURES

 Refers to inside information passed from one party Broker-dealers must have written policies designed to
(tipper) to another (tippee) who then trades on that prevent insider trading. These must include:
information  A system to monitor an employee’s personal
 If trading occurs, both parties would be in violation trading
 The establishment of information barriers to
prevent access to confidential information
 Trading restrictions or monitoring of certain
securities on which the firm has access to inside
information
 Restricted list – distributed to employees
 Watch list – only known to legal and compliance
3. INSIDER TRADING PENALTIES 4. BOUNTIES
 Civil – The SEC may demand disgorgement of Eligible whistleblowers are entitled to an award of
profits and the payment of treble damages (three between 10% and 30% of the monetary sanctions
times the damage) collected in actions brought by the SEC and other
 Criminal – An individual may be subject to a regulatory authorities.
maximum fine of $5 million, and/or up to 20 years
in prison

The New Issue Rule

FINRA prohibits member firms from selling equity IPOs to accounts in which restricted persons have beneficial
interest

 Member firms and any member firm employees

 Immediate family members of member firm employees if:
• There is material support (25% of the person’s income), or
Restricted Persons • Sharing of a household, or
• The purchase is made through the family member’s firm
 Finders and fiduciaries
 Portfolio managers purchasing for their own account
 Verification that the account is eligible to purchase the IPO
Preconditions • May be a written statement or electronic communication
of Sale • May not be an oral statement
 Re-verification of eligibility every 12 months
 An account that includes restricted persons, provided their combined ownership does
not exceed 10% (de minimis)
General Exemptions
 Issuer-directed sales that allow restricted persons to purchase if the associated person
or associated person’s immediate family is an employee or director of the issuer
 Portfolio managers purchasing for the mutual fund
 A broker-dealer purchasing for its own account after making a bona fide public offering

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Sharing in Accounts and Guarantees

Sharing in profits and losses in a client’s account is prohibited unless a joint account is established with the client and:
 The employee has the written permission of both the client and the broker-dealer, and
 The sharing is proportionate to the employee’s investment
• An arrangement with a family member is exempt from the proportionate sharing requirement.
Investment advisory accounts permit sharing in profits and losses if:
 Prior written consent between the firm and customer
 Firm is in compliance with SEC regulations
Guarantees – employees may neither guarantee against losses nor reimburse a customer for losses in any way.

Borrowing and Lending

Borrowing and Lending without Notification Borrowing and Lending with Notification
 RRs borrowing from or lending to customers is  RRs must provide written notification to their firms
acceptable without firm notification if the customer: and obtain prior written approval if:
• Is an immediate family member, or • The customer and RR are both registered
• Is a financial institution regularly engaged in with the same firm, or
the business of providing loans • A personal relationship exists, or
• A business relationship exists outside of the
brokerage firm.

Financial Exploitation Rules

Definition Procedures
Financial exploitation rules apply to specified adults who If a concern arises, a firm may place a temporary hold
are most likely to be exploited including: on disbursement of funds or securities
 Persons age 65 or older  The customer’s designated trusted contact person
 Any persons 18 or older believed to have a mental should be notified
or physical impairment jeopardizing their ability to • Information regarding the trusted contact
protect their own interests person should be obtained when an account
is opened (at least a reasonable effort
should be made)

Temporary Holds
DISBURSEMENT Temporary holds apply to the disbursement of funds or securities and the transfer of
OF FUNDS assets from one account to another at the same firm, but not to transactions.
INTERNAL REVIEW When a hold is placed, an immediate internal review of the reasons must occur.

No later than two business days after the hold is placed, the firm must provide oral or
ORAL OR WRITTEN
written notification of the hold to all parties who are authorized to transact business in
NOTIFICATION
the account and the trusted contact person.

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Activity
Read each statement and fill in the blanks.
1. Clients who buy or sell a stock without paying the Regulation T requirement commit a
violation.
2. Coordinating price quotes and transactions, delaying reporting of trades, and sharing information about customer
orders are examples of .
3. refers to the insertion of a third party between a customer and the best market.
4. involves the purchase or sale of securities using material, non-public information
about an issuer to make a profit or avoid a loss.
5. The prohibits member firms from selling equity IPOs to accounts in which a
restricted person has a beneficial interest (more than 10%).
6. Financial exploitation rules apply to who are most likely to be exploited.

Outside Brokerage Accounts

Before a member firm employee can open an account with another firm, the
employee must:
 Obtain the employer’s prior written consent
Employee Requirements
 Provide written notification of his association to the executing firm
 Satisfy the previous two provisions within 30 days of employment if
opened prior to employment
 The executing firm must send duplicate confirmations and statements
if requested by the employing firm.
Executing Broker-Dealer
Requirements  This applies to accounts for the employee’s spouse, dependent
children, or an account in which the person controls or has a
beneficial interest.

Exemptions
 Requirements of this rule do not apply to transactions involving
mutual funds, variable contracts, unit investment trusts, or 529 plans.

Compensation Rules and Forgery

Payments to unregistered persons
 Generally, firms and RRs are prohibited from paying compensation to any individual or firm who is not FINRA
registered.
• This includes paying referral fees.
• Retiring representatives may continue to receive commissions on existing accounts if a bona fide contract
is created
Forgery
 Signing another person’s name without authorization
 May result in criminal prosecution

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Broker-Dealer Books and Records

Prior to utilizing any form of electronic storage media, a B/D must notify its self-regulatory organization (SRO).
If the electronic storage media to be used is other than CD-ROM, the B/D must give its SRO 90-days’ advance notice.
Electronic storage media must have tamper-evident features or the ability to record all changes that are made to its
contents.

Question
Which of the following statements are TRUE with regards to Regulation M? Circle all that apply.
I. Sharing in profits and losses in a client’s account is always prohibited.
II. Borrowing money from or lending money to a client is acceptable without firm notification if the customer is an
immediate family member.
III. If signs of diminished capacity are identified, the firm should move ahead with the disbursement of funds while
contacting the customer’s designated trusted contact person.
IV. Generally, firms and RRs are prohibited from paying compensation to any individual or firm who is not FINRA
registered.

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Chapter 17 – SRO Requirements

for Associated Persons
Key Topics

1 2 3
SIE AND REGISTERED REGISTRATION
EMPLOYEES OF REPRESENTATIVES AND CONTINUING
He
MEMBER FIRMS AND PRINCIPALS EDUCATION
Learn about both Learn about the Learn about how
associated and different roles of client information is
non-registered registered protected and
persons of FINRA personnel. delivery of
member firms. statements.

Securities Industry Essentials (SIE)

Implemented to ensure that industry professionals have a broad understanding of fundamental concepts and rules of
the securities industry
Centerpiece of  Reduction in the number of exams
Exam Restructuring  Prerequisite for all remaining representative level qualifications
 Must be age 18 or older
Eligibility  No need to be sponsored or associated with a FINRA member broker-dealer
 Valid for four years

In addition to the SIE Exam, associated persons of the firm will have to pass
an appropriate industry-specific exam that relates to their registration category

Associated Persons
Defined as employees of FINRA member firms (broker-dealers) and include all of the following:
 Officers, directors, partners, or branch managers
 Employees (unless the employee’s function is solely and exclusively clerical or ministerial)
 Person engaged in investment banking or securities business
Certain associated persons are required to be registered as either representatives or principals

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Non-Registered Persons
 Extending invitations to firm-sponsored events
Customer contact
is limited to
 Inquiring as to whether a prospective customer wants to speak with a registered person
 Inquiring as to whether a customer is interested in receiving investment literature

Customer orders
 Orders can only be accepted and entered by registered persons
cannot be accepted  If an RR is unavailable, a non-registered person can transcribe an order as long as an RR
confirms the order with the customer before it’s entered

Commissions or finder’s fees cannot be paid to non-registered persons

Registered Representatives
Securities Industry Essentials (SIE) Exam is the centerpiece for becoming registered with the following qualification exams:
 Series 6  Series 57
 Series 7  Series 79
 Series 22  Series 86/87
 Series 52  Series 99

Firm Supervision – Principals

Principals are the individuals who are responsible for managing specific areas of a member firm
Focus/Activity Required Registration
General Securities Sales Supervisor Series 9/10
General Securities Principal Series 24
Investment Companies and Variable Contracts Products Principal Series 26
Financial and Operations Principal Series 27
Municipal Fund Securities Limited Principal Series 51
Municipal Securities Principal Series 53

Examinations
 After failing a qualification exam (or the SIE Exam) on the first and/or second
Failing an attempt, a person must wait 30 days before retesting
Examination  If the qualification exam (or the SIE Exam) is failed a third time, a 180-day waiting
period applies between all subsequent attempts
FINRA considers it a violation to:
 Remove any part of the exam from a test center
Exam  Reproduce parts of an exam
Confidentiality  Disclose parts of an exam to another person
 Receive parts of an exam from another person
 Compromise past or present exams in any way

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Activity
Which statements are TRUE regarding associated persons of a member firm? Circle all that apply.
I. The SIE must be taken by all employees.
II. Orders can only be accepted and entered by registered personnel.
III. Registered representatives will be required to sit for two exams.
IV. An individual who fails an exam on the second attempt is required to wait 30 days before retesting.

Written Supervisory Procedures

To provide adequate supervision, a firm must establish, maintain, and enforce written supervisory procedures, which
include the following:
 Clear identification of a person’s supervisory responsibilities and the date assigned
 Procedures for each business line and applicable securities laws for which each supervisor is responsible
 Approving customer accounts and reviewing them periodically in an effort to detect and prevent abuses
 Verifying the good character, qualifications, and experience of all persons being certified for registration and
monitor their good standing on a continuing basis

Each registered representative is assigned to a specific supervisor/principal

Registration Requirements
Person must be sponsored by a broker-dealer and must file both Form U4 and a fingerprint card with the Central
Registration Depository (CRD)
Some items contained on Form U4:
 Name (nickname/alias) and address
 Personal data and identifying information
 Information regarding any past violations (not limited to the past 10 years)

Statutory Disqualification (SD)

Grounds for statutory disqualification:

 Conviction within the last 10 years of any felony or securities-related misdemeanor

 Denial or revocation of registration by the SEC or CFTC
 Expulsion or suspension from membership with any SRO (U.S. or foreign)
 Omitting a material fact in any application or report to an SRO
 Maintaining a business relationship with a banned person

Eligibility proceeding:

 FINRA offers firms an Eligibility Proceeding process in order to request permission to either hire or continue to
employ an SD person. If permitted, heightened supervisory requirements must be established.

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Background Checks and Fingerprinting

FINRA requires firms to perform a search of reasonably available public records
 Verify the accuracy of the information on the Form U4
Background Checks
 If registered previously, review the most recent Form U5
 Provides information regarding the reason for termination from previous firm
 Required for all applicants who are registering with new firm, even if it had been
done with a previous firm
Fingerprinting  Industry requirement extends to the Operations Area
 As a general rule, all persons who come into contact with funds, securities, or
the firm’s books and records must be fingerprinted

State Registration (Blue Sky Law)

State Registration NASAA Exams

Registration and examination requirements NASAA created the following three exams:
may also apply on the state level; however, it 1. Series 63
is dependent on the activities performed by 2. Series 65
the registered person
3. Series 66
 If required, the person is tested on the
Uniform Securities Act (a model law)
through an exam that is created by the
North American Securities
Administrators Association (NASAA)

Continuing Education
Regulatory Element Firm Element

 Applies to all registered personnel; no grandfathering  On-going training directed by the firm
 Due on second anniversary and every three years  Based on needs assessment
thereafter  Training plan must be re-evaluated annually
 Must be completed within 120 days of notice
 If not completed, registration becomes inactive

RRs serving in the military are exempt from the two-year inactive status limitation that normally
applies to registration reinstatement and both elements of continuing education are put on hold.

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Activity
Read each statement and determine which document or phrase applies.

DESCRIBES THE RESPONSIBILITIES THAT A

FIRM MUST FOLLOW TO CONDUCT BUSINESS

THE RESULT OF BEING CONVICTED OF

A FELONY WITHIN THE PREVIOUS 10 YEARS

DOCUMENT THAT MUST BE FILED WITH CRD

FOR A PERSON TO BECOME REGISTERED

MUST BE COMPLETED ON A PERSON’S

SECOND REGISTRATION ANNIVERSARY
AND EVERY THREE YEARS THEREAFTER

Activity
Which statements are TRUE regarding the registration process? Circle all that apply.
I. If allowed through an Eligibility Proceeding, a statutory disqualified person may be hired by a member firm.
II. Form U5 provides the reasons for the termination of a previously registered person.
III. Only registered representatives are subject to fingerprinting requirements.
IV. An RR who is serving in the military is still subject to the continuing education requirements.

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Chapter 18 – Employee Conduct

and Reportable Events
Key Topics

1 2 3 4
FORMS U4, U5, FINRA AND MSRB CUSTOMER REQUIRED
AND U6 INVESTOR COMPLAINTS AND DISCLOSURES
He
Learn about required
EDUCATION REPORTING
Learn about the
REQUIREMENTS
disclosures and Learn about how various disclosures
information available on the SROs provide Learn about how that associated
BrokerCheck. information to complaints and persons must make to
investors. Red Flag issues firms and the Political
are handled. Contribution Rule.

Registration Requirements for the RR

As described in Chapter 17, a person’s registration is initiated by filing Form U4 (the Uniform Application for Securities
Industry Registration or Transfer)

Form U4 Disclosures
 Personal information, including residential and business history
 Information related to violations of laws or SRO rules
Disclosure Reporting  If a registrant answers “YES” to any legal or disciplinary questions, additional
Page (DRP) information is required on the DRP
Predispute Arbitration  By signing Form U4, an applicant agrees to resolve disputes with his employer,
Agreement other associated persons, or customers through arbitration

Applicants who file false, incomplete, or misleading information will have their registration revoked

Arbitration Disclosures
Before arbitration begins, firms are required to make the following disclosures to clients:
 The right to sue or to a jury trial is waived with arbitration
 Certain claims are not required to be arbitrated, including those related to:
• Discrimination or sexual harassment
• Disputes arising under a whistleblower statute
 Arbitration awards are generally final and binding
 The ability to obtain documents may be more limited
 Decisions made by arbitrators don’t require explanation
 Arbitration panels may consist of either industry or public arbitrators

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Form U5 and Form U6

If registration is terminated, Form U5 must be filed within 30 days
 Copy provided to the RR
 Changes to Form U5 must be made within 30 days
FORM U5  FINRA must be notified of written complaints that are received after the
representative leaves the firm
 Re-qualification is required if registration is terminated for more than two years
(FINRA maintains jurisdiction for those two years)
Form U6 is used to report:
FORM U6  Disciplinary actions against representatives and firms, and
 Final arbitration awards against representatives and firms

Activity
Match the information to the appropriate Form.

Reasons for representative’s termination

FORM U4 Arbitration rewards
FORM U5 Business history of associated person
FORM U6 Predispute Arbitration Clause
Disciplinary actions against RRs and firms

BrokerCheck
This system allows investors to check the background and disciplinary history of their existing or prospective firm or
RR, including:
 The RR’s current employing firm, the last 10 years of employment history, and all approved registrations
 Any felonies, certain misdemeanors and civil proceedings, and investment-related violations
 Pending customer-initiated arbitrations and civil proceedings involving investment-related activities
 Written customer complaints filed within the last 24 months alleging sales practice violations of $5,000 or more
 Terminations of employment after allegations involving violations of rules, fraud, theft, or failure to supervise

FINRA Investor Education and Expungement

FINRA’s Investor Education Expungement
FINRA’s Investor Education rule requires firms to Expungement is the process by which customer
provide customers with the following information on an dispute information is removed from an RR’s CRD
annual basis: record
 FINRA’s BrokerCheck hotline number  The claim must be factually impossible or
 FINRA’s website address erroneous
 A statement that an investor brochure is  The registered person could not have been
available which describes BrokerCheck involved in the investment-related sales
practice violation
 The claim, allegation, or information is false

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MSRB Investor Education

Annually, MSRB member firms must disclose the following to their customers:
 The MSRB’s website address
 That they are registered with the MSRB and the SEC
 A statement regarding the availability of a brochure (the Investor Brochure) on the MSRB’s website which
describes the protections available to customers and the process by which a complaint may be filed with the
appropriate regulatory authority

Customer Complaint
Defined as a grievance that’s delivered in any written form, including letters, e-mails, IMs, or text messages
 Complaints must be forwarded to a supervisor for review/investigation
 Complaint files, including copies, are maintained in an OSJ along with a report to indicate the action taken to
resolve the complaint
 Records are retained for four years
 Quarterly reports are sent to FINRA (not the SEC) to provide statistical and summary complaint information

Reporting Requirements
FINRA requires firms to file information relating to certain customer complaints and other incidents involving RRs by no
later than within 30 days of discovery. These events include:

 Being subject to a customer complaint involving  Having been indicted or convicted of, or pleaded
allegations of theft, misappropriation of funds or guilty or no contest to, any felony or misdemeanor
securities, or forgery involving securities violations

 Violating securities laws or regulations of the  Being the subject of a suspension, termination,
government, SRO, financial business or withholding of commissions, or fines in excess of
professional organization $2,500

 Having been named as a defendant by a regulator  Being a defendant or respondent in an award or

alleging violation of any securities, insurance, or settlement of more than $15,000
commodities regulation

Red Flags
SEC rules emphasize that firms must exhibit reasonable supervision and require
supervisors to look for red flag situations
Red Flags
 A Red Flag situation arises if there is any indication of real or potential violations of
securities rules
If an issue is discovered, the following steps must be taken:
1. Investigate the situation – make a reasonable effort to ascertain all relevant facts
Red Flag Discovery 2. Document the investigation – records must be written
3. Pursue the investigation to a conclusion – the matter should be brought to some
resolution, which may be that no violation occurred

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Activity
Which statements are TRUE regarding information available on BrokerCheck and the process of addressing
complaints? Circle all that apply.
I. BrokerCheck provides information on a registered person’s background and disciplinary history.
II. Expungement is the process of removing complaints from a registrant’s history.
III. An Investor Brochure describes the process by which FINRA handles complaints against individuals.
IV. FINRA requires customer complaints to be retained for four years.

Outside Business Activities

These outside activities include a registered person serving on a company’s board of directors, writing articles for a
financial publication on a part-time basis, or bartending on the weekends; however, it does not include
volunteer/charity work or hobbies
Requirements

Written Notice Update Form U4

 A registered person must provide  Although firm approval is NOT
prior written notice to her employer required, the RR must update her
to be involved in outside activities if: Form U4 and the information is
• She is being compensated or disclosed through BrokerCheck
has a reasonable expectation
of being compensated

Private Securities Transactions

These are securities transactions that are executed by an associated person outside of her association with a member
firm, including both public and private offerings
There are different requirements based on whether compensation will be received

If compensation is to be received: If NO compensation is to be received:

An RR must obtain his employing firm’s written An RR must provide his employing firm with written
permission and the firm must record the transactions on notice which details the trade and must obtain his
its books firm’s written acknowledgement of receipt
 Compensation includes commissions, finder’s
fees, tax benefits, securities, or the right to
receive securities

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The Gift Limit

Gifts that RRs make to employees who can direct business of their employer back to the RR’s firm are limited to
$100 per person, per year
 FINRA approval is NOT required
 FINRA does consider the dollar value and number of intended recipients

Shared by two

$250
Value
Shared by three

The Gift Limit

Rule also applies to gifts and gratuities from mutual fund distributors or wholesalers to B/D salespersons
 Limit may be exceeded for events involving family relationships (e.g., wedding, birth of child)
 If attended by the gift giver, an occasional meal, sporting event, or theater production is exempt as an
entertainment/business expense
 Gifts are value based on the greater of their cost or market value

Tickets given Attend together

Other Compensation Related Rules

Permits training program offerors (product distributors) to pay or reimburse for meetings
which are attended by RRs and serve an educational purpose, if:
TRAINING AND  RRs have their broker-dealer’s permission to attend
EDUCATION
 Attendance is not attached to a sales target
EXCEPTION
 Location is appropriate
 Payments and reimbursements are limited to the RRs (not guests)
IN-HOUSE  Non-cash incentives are permitted as long as they’re based on total sales, not on
INCENTIVES the sale of a specific product

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Political Contribution Rule – MSRB Rule G-37

This rule addresses political contributions that are made by municipal finance professionals (MFPs) to persons who
can direct municipal debt underwriting business
 MFPs include associated persons of a broker-dealer who are primarily engaged in the following activities related
to municipal securities:
• Underwriting
MSRB Rule G-37
• Sales is the “No Pay to Play Rule”
• Financial advisory or consulting services
• Research or investment advice
 RRs who recommend municipal securities to retail customers are excluded

Rule G-37 – Maximum Contributions and Penalties

The rule places a limitation on contributions (which could include any gift, subscription, loan, advance, or deposit)

MFP Can Vote for Candidate MFP Cannot Vote for Candidate

An MFP may contribute $250 per candidate, per An MFP may make NO contribution to
election cycle, to candidates for whom he may vote candidates for whom he may NOT vote

If a violation occurs, a two-year ban is imposed on

negotiated underwriting business with the issuer.

Activity
Read each statement and determine whether it is TRUE/FALSE.
PRIOR WRITTEN NOTICE MUST BE PROVIDED IF AN RR
IS BEING COMPENSATED FOR A PART-TIME JOB

FIRMS ARE NOT REQUIRED TO MAINTAIN RECORDS OF

COMPENSATION THAT RRs RECEIVE FOR
TRANSACTIONS EXECUTED OUTSIDE OF THEIR FIRM

A GIFT VALUED AT $175 AND

GIVEN TO TWO RRs IS ACCPETABLE

A TRIP TO A LUXURY RESORT AWARDED TO THE

RR WHO SELLS THE MOST SHARES OF THE FIRM’S
PROPRIETARY MUTUAL FUND IS ACCEPTABLE

Activity
Which statements are TRUE regarding the MSRB’s political contribution rules? Circle all that apply.
I. The rules apply to all municipal registered representatives.
II. A $100 contribution to a candidate for whom an MFP cannot vote is acceptable.
III. A $250 contribution to a candidate for whom an MFP can vote is acceptable.
IV. A violation results in a two-year ban on negotiated underwriting business.

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Chapter 19 – Economic Factors

Key Topics

1 2 3 4
MEASURING THE KEY INTEREST MONETARY AND INTERNATIONAL
ECONOMIC CLIMATE RATES AND STOCK FISCAL POLICY ACTIVITIES AND
He CLASSIFICATION FUNDAMENTAL TOOLS
Learn about economic Learn about how the U.S.
terms, indicators, and the Learn about the primary government and FRB Learn about the balance
business cycle. interest rates and attempt to influence the of trade and the contents
classifications economy. of balance sheets and
of stock. income statements.

Economic Terms
Measurement of the output of goods and services produced within the U.S. (disregards
Gross Domestic
origin of producer)
Product (GDP)
 Key measure of aggregate economic activity
Consumer Price Measures the change in prices of goods purchased by a typical consumer
Index (CPI)  Key measure of inflation
“Too much money chasing too few goods”
Inflation  Leads to a rise in prices of goods and services
 High inflation usually accompanies high interest rates
A general decline in prices, often caused by a reduction in the supply of money or credit
Deflation
 Interest rates trend downward

The Business Cycle

Inflation may begin to occur here, The FRB pursues an
with the FRB then responding “Easy Money” policy to
with a “Tight Money” policy stop the contraction

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Economic Indicators
Leading Economic Indicators Coincident Economic Indicators Lagging Economic Indicators
 Building permits, private  The Index of Industrial  Change in the Consumer Price
housing units Production Index for services
 Manufacturers’ new orders,  Employees on non-agricultural  Average prime rate charged by
consumer goods, non-defense payrolls banks
capital goods  Personal income less transfer  Average duration of
 S & P 500 Index payments unemployment
 Initial claims for unemployment
insurance
 Interest rate spreads, 10-year
T-bonds less federal funds

Activity
Match each term to the appropriate description.

CONSUMER PRICE INDEX Personal income

FRB EMPLOYS A
During periods of contraction
TIGHT MONEY POLICY
FRB EMPLOYS AN
Key measure of inflation
EASY MONEY POLICY

LEADING INDICATOR Prime rate

COINCIDENT INDICATOR S&P 500 Index

As the peak is approached in the

LAGGING INDICATOR
business cycle

Measuring Interest Rates

Prime Rate
 The rate charged by commercial banks to their best corporate clients
Discount Rate
 The rate charged by the FRB when a member bank borrows from it
Federal Funds Rate
 The rate charged on an overnight loan of reserves between member banks
Call Money Rate
 The rate charged by commercial banks on collateralized loans to broker-dealers

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Classifications of Stock
Cyclical Defensive
Performance tends to run parallel to changes in the Have smaller reactions to changes in the economy
economy  Examples include utility, tobacco, alcohol,
 Includes machine tool companies, construction cosmetic, pharmaceutical and food companies
firms, transportation and automotive  These tend to do better during contraction
 These tend to do well during the expansion phase
of the business cycle
Growth Value
Companies whose sales and earnings are growing at a Stocks that trade at lower prices relative to the issuing
faster rate than the economy company’s fundamentals
 They reinvest most of their earnings and pay little  The risk is that investors may ignore these
or no dividends companies
 Tend to be riskier than other stocks, but offer  Investors who buy value stocks are considered
greater potential for appreciation contrarians

Market Capitalization of Stocks

Large-Cap: More than $10 billion
Mid-Cap: Between $2 billion and $10 billion
Small-Cap: Between $300 million and $2 billion
Micro-Cap: Between $50 million and $300 million
Nano-Cap: Below $50 million

Activity
Read each statement and determine whether it is TRUE/FALSE.

THE FEDERAL RESERVE BOARD SETS

THE FEDERAL FUNDS RATE

A VALUE STOCK IS ONE THAT IS

OFTEN OVERLOOKED BY INVESTORS

DEFENSIVE STOCKS TEND TO PERFORM

WELL DURING PERIODS OF CONTRACTION

A MICRO-CAP STOCK IS CONSIDERED

LESS RISKY THAN A SMALL-CAP STOCK

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Monetary and Fiscal Policy

Keynesian Monetarist

Principally attempt to
influence

Type of policy

Responsible for
implementation

Tools of the Fed

The following “tools” are listed from the least to the most used

Regulation T Extension of credit by broker-dealers

Discount Rate The only rate that’s directly controlled by the Fed

Reserve Requirement Amount of money that a bank must maintain based on a percentage of deposits
Federal Open Market
Trades U.S. Treasuries through “primary government dealers”
Committee (FOMC)

Actions of the FOMC

To increase money supply BUY SECURITIES and
The FOMC will
and ease credit Engage in Repos

 This will cause deposits and reserves to ______________________

To decrease money supply SELL SECURITIES and

The FOMC will
and tighten credit Engage in Reverse Repos

 This will cause deposits and reserves to ______________________

The goal of these actions is to influence the fed funds rate

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International Economic Factors

Interest Rates
 An inverse relationship exists between the U.S. dollar and foreign currencies
 Rising interest rates in U.S. will normally be accompanied by a strengthening of the dollar in relation to other
currencies
Balance of Trade
 System of recording all of a country’s economic transactions with the rest of the world over a specific period
• Favorable balance of trade:
− A decline in the dollar (relative to other currencies)
− When the U.S. exports more than it imports
• Unfavorable balance of trade
− An increase in the dollar (relative to other currencies)
− When the U.S. imports more than it exports

Foreign Exchange
Companies that receive revenue and incur costs in foreign currencies will have exchange-rate risk

Costs Revenues
A U.S. company that manufactures overseas will have A U.S. company that has sales overseas will have
higher costs if the U.S. dollar falls (FC rises) and lower higher revenue if the U.S. dollar falls (FC rises) and
costs if the U.S. dollar rises (FC falls) lower revenue if the U.S. dollar rises (FC falls)

Activity
Fill in the blank with the correct answers.
1. The Federal Reserve Board changes and provides lending through the .
2. is the rate used by the Federal Reserve Board to control the extension of credit by
broker-dealers.
3. The Federal Open Market Committee will increase the money supply when it , which
should deposits and reserves.
4. The dictates the amount that member banks must keep on deposit.
5. in the U.S. generally leads to a strong dollar.
6. The balance of trade tends to become more favorable with a dollar relative to foreign currencies.

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The Balance Sheet

Current Assets Current Liabilities
• Cash • Accounts Payable
• Marketable Securities • Dividends Payable
• Accounts Receivable • Interest Payable
• Inventory
Fixed Assets Long-Term Liabilities
• Land • Notes and Bonds
• Buildings
• Equipment
Intangibles Shareholders’ Equity
• Goodwill • Preferred Stock and Common Stock
• Patents • Retained Earnings
• Trademarks • Paid-In Capital or Capital Surplus

Total Assets = Total Liabilities + Shareholders’ Equity

The Income Statement

Revenue (Sales)
−Cost of Goods Sold
Gross Profit
−Operating Expenses (SG&A, D&A)
Operating Income
+ Other Income or Expenses
Earnings Before Interest and Taxes (EBIT)
−Interest
Taxable Income
−Taxes
Net Income or Loss

Activity
Which statements are TRUE regarding balance sheets and income statements? Circle all that apply.
I. The balance sheet equation is total assets = total liabilities + shareholders’ equity.
II. Accounts receivable is considered a current liability.
III. Paid-in capital is part of shareholders’ equity.
IV. In order to determine a company’s earnings per share, its income statement must be examined.

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Chapter 20 – Investment Risks

Key Topics
1 2 3 4
SYSTEMATIC UNSYSTEMATIC PORTFOLIO HEDGING
He
RISKS RISKS STRATEGIES
Learn about how
Learn about the Learn about the risks Learn about passive hedging can protect
systematic (non- that can be offset and active portfolio different positions
diversifiable) risks. through diversification. strategies. in a portfolio.

Systematic Risks
Systematic risks are those that affect the value of all securities and cannot be avoided through diversification, including:

Market Risk Risk inherent in all securities due to market fluctuation

Risk that the value of a fixed income investment (bond) will decline due to a rise in interest
Interest-Rate Risk
rates
Risk that an asset or the purchasing power of income may decline over time, due to the
shrinking value of the country’s currency
Inflation Risk
 To find a bond’s real interest rate, the formula is:
Nominal Yield – Inflation Rate

Event Risk Risk that a significant event will cause a substantial decline in the market

Measuring Systematic Risk

Beta measures the volatility of an asset (typically an equity) relative to the entire market
 A stock’s beta is compared to the beta of the S&P 500, which is always 1.00
 If a stock’s beta is more than 1, it’s expected to outperform when the market is up and underperform when the
market is down
 If a stock’s beta is less than 1, it’s expected to underperform when the market is up and outperform when the
market is down
Stock A Year 2
(Beta 1.5) Stock B
(Beta 0.5)
S&P 500
S&P 500 Stock B Down 10%
Up 10% (Beta 0.5)
Stock A
Year 1 (Beta 1.5)

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The Impact of Interest-Rate Risk

Fixed income investors (bondholders) are most affected by interest-rate risk
 Rising interest rates result in falling bond prices
• Cannot be avoided by diversifying
• Long-term debt is more vulnerable than short-term debt
• Duration is used to measure the change in a bond’s price based
on a given change in interest rates
− Measured in terms of years; the higher the duration, the
higher the risk
 Equities of highly leveraged companies (e.g., utilities) and preferred stocks are susceptible to interest-rate risk

The Impact of Inflation Risk

Inflation risk, also referred to as purchasing power risk, is most detrimental to investments that offer fixed payments
 Inflation leads to increasing interest rates, thereby causing fixed payment securities to fall in value
 Rising prices diminishes the purchasing power of these same securities
 Common stock, variable annuities, real estate, and precious metals tend to perform better during times of inflation
What is Inflation? Inflation occurs when there’s a continual increase in consumer prices or decline in a currency’s
purchasing power, caused by an increase of currency and credit beyond the availability of goods and services.

Activity
Match each term to the appropriate description.
Investment underperforms a rising market and
RISING INTEREST RATES
outperforms a falling market
Investment outperforms a rising market and
FALLING INTEREST RATES
underperforms a falling market

REAL INTEREST RATE Bond prices are increasing

HIGH BETA Purchasing power is diminished

LOW BETA Factors in the rate of inflation when determining return

Unsystematic Risks
These risks are unique to a specific security and can managed through diversification

BUSINESS RISK  Risk that a company may perform poorly causing a decline in the value of the stock

REGULATORY RISK  Risk that new regulations may have a negative impact on an investment’s value

POLITICAL RISK  Risk that political event outside of the U.S. could adversely affect the domestic markets

LIQUIDITY RISK
 Stemming from a lack of marketability, this is risk that an investment cannot be bought
or sold quickly enough to prevent or minimize a loss

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Additional Risks
CAPTIAL RISK CREDIT RISK CURRENCY RISK LEGISLATIVE RISK
 Risk of investors  Risk that a bond  Risk of loss when  Risk that new laws may
losing their invested may not repay its converting an have a negative impact
capital (lower for obligation investment that’s made on an investment’s
bonds) in a foreign currency value (e.g., tax code
into U.S. dollars changes)

Additional Risks
OPPORTUNITY RISK REINVESTMENT RISK PREPAYMENT RISK
 Risk of passing on the  Risk that interest rates will  Risk that mortgages will be
opportunity of making a fall and semiannual paid off early due to lower
higher return on another coupons will be reinvested interest rates, resulting in
investment at a lower rate reinvestment in lower
yielding investments

Activity
Read each statement and determine which type of risk it describes.
THE COST OF IMPORTING
GOODS IS INCREASING
MORTGAGE-BACKED SECURITIES
ARE MATURING EARLY
NEW LEADERSHIP ASSUMES
CONTROL IN A FOREIGN COUNTRY
CONGRESS HAS MADE
CHANGES TO THE TAX CODE

Asset Allocation
Asset allocation focuses on a portfolio constructed of various asset
classes
An optimal portfolio (one producing the greatest return for a given
amount of risk) is based on a client’s goals, expected return, and
risk tolerance

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Passive (Strategic) Asset Allocation

Assumes that markets are efficient and creating an optimal portfolio requires allocating assets based on a client’s risk
tolerance and investment objectives
Buy-and-Hold (do nothing) Indexing Systematic Rebalancing
 Minimizes transaction costs  Maintaining investments in  Involves buying and selling assets
and tax consequences companies that are part of on a periodic basis
 However, the asset mix of the major stock (or bond) indexes  More frequent rebalancing keeps
portfolio may drift over time  Infrequent rebalancing the portfolio closer to its strategic
allocation
 May result in higher transaction
costs as well as tax consequences

Tactical (Active) Asset Allocation

Assumes that markets are inefficient
Involves altering the asset mix in anticipation of changing economic conditions/events (market timing)
 Sector Rotation is one example
• Money is moved from one industry or sector to another in an attempt to beat the market
• A portfolio manager who employs a sector rotation strategy will try to anticipate the next turn in the
business cycle and shift assets into the sectors that will benefit

Dollar Cost Averaging

Involves making the same periodic investment regardless of share price over a fixed period of time
 Investors will purchase more shares when price is low and fewer shares when price is high
 Advantage:
• Results in the average cost of shares being less than their average price
With dollar cost averaging, the good news is that:
 When share prices are up, the previously purchased shares are worth more
 When shares prices are down, the investor will be able to purchase more shares at a lower price

Hedging Risk
Options are popular investments to use as a hedge (protection):
 Equity options can protect individual stocks
 Index options can protect an entire portfolio
 Currency options can protect against exchange-rate risk
• To hedge the U.S. dollar, investors must take the opposite position on the currency option

If an investor anticipates an increase, in the underlying

asset’s value, but fears a decrease, he should:

If an investor anticipates a decrease, in the underlying

asset’s value, but fears an increase, he should:

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Activity
Which statements are TRUE regarding different types of portfolio strategies? Circle all that apply.
I. A buy-and-hold strategy may result in portfolio drift.
II. Indexing is utilized to take advantage of market inefficiencies.
III. Sector rotation will try to anticipate the next move in the business cycle.
IV. Dollar cost averaging results in realized profits on the investment.

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