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SIE
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Free chapter-by-chapter notes: the key points of every section in the course.
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This SIE study guide covers all 15 chapters, section by section: the key points of 148 sections of Achievable's SIE course. Read each chapter after you study it, or work through the whole guide before exam day.
Each section links to the full lesson in Achievable, where the review quizzes and full-length practice exams are.
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Chapter 1: Common stock

17 sections
Free chapter

Basic characteristics

Free

Equity

  • Represents ownership
  • Examples of equity securities
    • Common stock
    • Preferred stock

Capital appreciation

  • Also known as growth, realized as capital gains
  • Occurs when stock prices rise
  • Stock prices are driven by supply and demand

Retained earnings

  • Profits retained by the company

Cyclical stock

  • Perform well during periods of economic expansion
  • Associated with industries that produce discretionary goods and services that consumers can delay purchasing in tough times
  • Examples include automobiles, manufacturing, hotels, clothing, furniture, and restaurants

Defensive stock

  • Provide essential goods and services that consumers continue to buy even during economic downturns
  • Outperform during economic contractions or recessions
  • Examples include healthcare, utilities, food and beverages, and tobacco
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Rights of common stockholders

Pro-rata share of dividends

Free

Dividends

  • Can be paid in one of three forms:

    • Cash
    • Stock
    • Product
  • Cash dividends are usually paid quarterly

Stock dividend consequences

  • More shares outstanding
  • Lower price per share
  • Same overall value
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Board of Directors

Free

Board of Directors (BOD)

  • Responsible for the general direction and success of a company
  • Stockholders control who serves

Proxies

  • Voting materials used by investors unable to attend the annual meeting

Statutory voting structure

  • Applies votes on a per position basis
  • More beneficial for large stockholders

Cumulative voting structure

  • Can apply all votes to one position
  • More beneficial for small stockholders
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Inspection of books and records

Free

Financial reporting

  • Publicly traded companies must file ongoing financial disclosures

10-K annual report

  • Audited financial report

10-Q quarterly report

  • Unaudited financial report
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Maintaining proportionate ownership

Free

Share categories & dilution basics

  • Four share types: authorized (max company can issue), issued (sold to investors), outstanding (currently held by investors), treasury (repurchased by company, reduces outstanding count)
  • Dilution = your ownership % drops when total outstanding shares increase but your share count stays the same
  • Main dilutive actions: issuing new shares, issuing convertible securities, warrants, and employee stock options

Pre-emptive rights

  • Give existing stockholders first opportunity to buy newly issued shares to maintain proportionate ownership (1 right per share owned)
  • Have intrinsic value at issuance (exercise price set below current market price, e.g., buy at $40 when market is $50 = $10 intrinsic value)
  • Short-term, typically expire in 60-90 days; little/no time value
  • Holder's options: exercise, sell/trade, or let expire (expiring = no benefit, dilution occurs)
  • Fractional rights can often be rounded up to purchase a full additional share
  • Rights offerings let companies raise capital directly from shareholders, potentially avoiding underwriter fees

Warrants

  • Give holder right to buy stock at a fixed exercise price, usually set above current market price
  • No intrinsic value at issuance, but have time value since they last 5+ years
  • Often attached to bonds/preferred stock as a "sweetener" to boost appeal
  • Dilutive action requiring majority shareholder approval (since not offered proportionately to all shareholders)
  • Same possible outcomes as rights: exercise, trade, or expire

Convertible securities & stock options

  • Convertible bonds/preferred stock can be exchanged for common stock, diluting other shareholders since only converting holders receive new shares
  • Companies accept dilution risk because convertible features let them pay lower interest/dividend rates ("push and pull" trade-off), boosting retained earnings
  • Stock options granted to employees/executives are also dilutive; exercise only makes sense once market price exceeds the fixed exercise price
  • All such dilutive actions generally require either a pre-emptive mechanism (like rights) or majority shareholder approval
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Stock splits

Free

Stock splits

  • Legal method for issuers to manipulate stock prices
  • Shareholders maintain the same proportionate ownership
  • Require shareholder approval

Forward stock splits result in:

  • More shares outstanding
  • Lower price per share
  • Same overall value

Reverse stock splits result in:

  • Fewer shares outstanding
  • Higher price per share
  • Same overall value
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Assets upon liquidation

Free

Liquidation priority

  1. Unpaid wages

  2. Unpaid taxes

  3. Secured creditors

  4. Unsecured creditors

  5. Junior unsecured creditors

  6. Preferred stockholders

  7. Common stockholders

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Transfer ownership

Free

Transfer agent

  • Responsible for maintaining the book of stockholders

  • Issues and redeems shares when a transaction occurs

  • Distributes proxies (voting materials) to stockholders

  • Distributes dividend payments to stockholders

Registration format

  • Securities are registered in book entry format
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Trading

Negotiable or redeemable

Free

Negotiable securities

  • Trade in the secondary market between investors
  • Common stock is negotiable
  • Most securities are negotiable

Redeemable securities

  • May only be bought and sold with the issuer
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The primary & secondary market

Free

Primary market

  • Sale of securities where issuer keeps proceeds
  • Where initial public offerings (IPOs) occur

Secondary market

  • Sale of securities where a party other than the issuer keeps proceeds
  • Where securities trade after their initial sale

Subdivisions of the secondary market

  • First market
    • Listed stocks trading on exchanges
  • Second market
    • Unlisted stocks trading OTC
  • Third market
    • Listed stocks trading OTC
  • Fourth market
    • Institutions trading through ECNs

Dark pool investments

  • Fourth market
  • Allow large institutional investors to buy and sell large blocks of securities anonymously
  • Offer limited price discovery since quotes are not publicly displayed
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Settlement

Free

Broker-dealers

  • Facilitate and perform securities transactions for customers

Introducing broker

  • Broker-dealer that facilitates trades for customers
  • Does not maintain custody, process orders, or provide clearing services
  • Hires a clearing broker to perform the actions above

Clearing broker

  • Broker-dealer that maintains custody, processes orders
  • Acts as an intermediary (clearing service) between investors and clearinghouses

Clearinghouse

  • Organization responsible for clearing trades
  • Ensures buyers deliver cash
  • Ensures sellers deliver securities

Depository Trust & Clearing Corporation (DTCC)

  • Largest clearinghouse in financial markets
  • Clears the vast majority of US trades

Settlement rules for common stock

  • Regular-way settlement
    • One business day after the trade (T+1)
  • Cash settlement
    • Same day if executed by 2:30 pm ET
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Cash dividends

Free

Cash dividends

  • Shared corporate earnings with investors
  • Paid by larger well-established companies
  • Smaller companies usually avoid paying

Cash dividend dates

  • The BOD determines:

    • Declaration date
    • Record date
    • Payable date
  • The NYSE determines:

    • Ex-dividend date for NYSE trades
  • FINRA determines:

    • Ex-dividend date for OTC trades

Ex-dividend date (cash dividends)

  • Same day as the record date (regular way)
  • Dividend not received if buying
  • Dividend kept if selling

Ex-dividend date (stock splits)

  • Day after the payable date

Order of dividend dates

  • D - declaration date
  • E - ex-dividend date
  • R - record date
  • P - payable date
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Selling short

Free

Selling short

  • Involves selling borrowed securities
  • Only suitable for:
    • Sophisticated investors
    • High risk tolerance

Short sellers

  • Bearish investors
  • Subject to unlimited risk
  • Must pay dividends on shares held short
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American Depositary Receipts

Free

American depositary receipts (ADRs)

  • US-registered receipts for foreign investments
  • Created by domestic financial firms with foreign branches
  • Trade in US dollars in US markets
  • Subject to currency exchange risk
  • No voting or pre-emptive rights
  • Foreign government tax withholding creates a US tax credit
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Tender offers & buybacks

Free

Tender offers

  • Direct proposal to buy securities from current holders, usually at premium to market price
  • Used to acquire large stakes, often in hostile takeovers
  • Reduces risk of driving up price vs. buying in open market
  • Common stock ownership carries voting rights; large stakes can influence corporate control

Hostile takeover example (Xerox/HP)

  • Xerox offered ~$33B for HP; HP board rejected as undervalued
  • Xerox secured financing, bought more shares, nominated own board candidates
  • Goal: gain voting power → elect favorable board → force merger approval
  • Deal abandoned in 2020 due to COVID-19 uncertainty

Eligibility to tender shares

  • Must be long the stock (short sellers cannot tender)
  • Convertible security holders can tender only after submitting irrevocable conversion instructions
  • Key terms:
    • Long: ownership of a security
    • Short: sale of borrowed securities
    • Convertible security: convertible into issuer's common stock

Tender offer regulations

  • Investors get minimum 20 business days to decide
  • Any change in terms extends offer by 10 business days
  • If oversubscribed (more shares tendered than sought):
    • Must accept shares pro-rata from all tendering holders
    • No first-come, first-served acceptance
    • Fractional shares disregarded
  • If not oversubscribed, 100% of tendered shares accepted

Issuer tender offers & odd-lot rule

  • Issuers can tender for their own securities (stock or debt), e.g., GE's debt tender offer
  • Rule 13e-4: issuer may fully accept odd-lot holders (fewer than 100 shares) before prorating oversubscribed tenders
    • Must be disclosed in offer materials

Stock buybacks & EPS

  • Stock buyback: issuer repurchases own shares in open market
  • Reduces shares outstanding → raises EPS even if total earnings unchanged
  • Formula: EPS=Annual earningsOutstanding shares\text{EPS} = \frac{\text{Annual earnings}}{\text{Outstanding shares}}
  • Buybacks cost capital; benefit depends on issuer's ability to fund them while maintaining earnings
  • Became politically controversial in 2020 when buyback-heavy firms sought COVID-19 government aid
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Suitability

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Benefits of common stock

  • Capital appreciation
  • Income from cash dividends

Capital appreciation

  • Investment value rises above the cost
  • Also known as:
    • Growth
    • Capital gains

Unrealized capital gain

  • Current gain on an investment
  • Investment has not been sold
  • Gains at risk if the market declines

Realized capital gain

  • Locked-in gain on an investment
  • Investment has been sold
  • Gains are not at risk

Growth stock

  • Company with expanding business model
  • Typical for smaller companies
  • High capital appreciation potential
  • Little or no dividend potential

Income

  • Dividend payments from common stock
  • Paid by larger, successful companies

Diversification

  • Investing in multiple asset classes and investments
  • Cannot diversify out of systematic risk

Systematic risk

  • Occurs when an event or circumstance negatively affects the entire market

Market risk

  • An investment is negatively affected by a general downturn in the stock market

Inflation risk

  • Also known as purchasing power risk
  • General prices rise more than expected
  • Common stock tends to outpace inflation over long-term periods

Non-systematic risk

  • Affects specific investment or sector
  • Can be reduced by diversification

Concentration risk

  • Lack of diversification
  • Amplifies relevant non-systematic risks

Financial risk

  • High debt levels negatively affect company performance

Business risk

  • Products or services in low demand due to competition or mismanagement

Regulatory risk

  • Potential or current government regulation negatively affects an investment

Legislative risk

  • New domestic law or regulation negatively affects a security

Political risk

  • Foreign government instability negatively affects a security

Liquidity risk

  • Also known as marketability risk
  • Inability to sell a security without dropping price dramatically
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Fundamental analysis

Free

Balance sheets

  • Snapshot of company assets, liabilities, and net worth at a specific point in time
  • Formula: Net worth (stockholder's equity) = Assets − Liabilities

Current assets and liabilities

  • "Current" = short term (within one year)
  • Current assets: cash, accounts receivable, inventory, prepaid expenses
  • Current liabilities: accounts payable, wages/taxes/interest payable, near-term principal

Fixed and intangible assets

  • Fixed assets: long-term physical assets (real estate, equipment, vehicles)
  • Intangible assets: long-term non-physical intellectual property (trademarks, patents, copyrights)

Long-term liabilities

  • Due in more than one year
  • Includes bonds, mortgages, and pensions

Stockholder's equity

  • Par value of stock + capital in excess of par + retained earnings
  • Capital in excess of par: amount investors paid above par value
  • Retained earnings: profits kept by the company rather than distributed as dividends

Income statements

  • Summarizes revenues and expenses over a period of time (vs. balance sheet snapshot)
  • Key line items: sales revenue → gross profit → EBIT → EBT → net income → retained earnings
  • Footnotes explain significant changes in line items

Key income statement terms

  • EBIT: earnings before interest and taxes (income from operations)
  • EBT: earnings before taxes
  • Net income: profit after all expenses and taxes
  • Retained earnings: net income remaining after dividends are paid

Price-to-Earnings (PE) ratio

  • Formula: PE ratio = Market price per share ÷ Earnings per share
  • Higher PE = more expensive relative to current earnings; typical range is 15–25
  • Growth companies: high PE (investors paying for expected future profits)
  • Value companies: low PE; established firms with steady profits, often return value via dividends
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Chapter 2: Preferred stock

3 sections

Basic characteristics

Preferred stock overview

  • Equity security but behaves like fixed income
  • Known for fixed, predictable dividend income
  • All companies pay dividends on preferred stock (unlike common stock)

Dividends & par value

  • Dividends typically paid quarterly (assume quarterly unless stated otherwise)
  • Board of Directors must approve each dividend payment
  • Par (face) value assumed to be $100 unless stated otherwise
  • Dividend rate ("coupon") is fixed at issuance, based on par, never changes
  • Market price fluctuates with supply/demand, but par and dividend rate stay constant

Yield

  • Dividend rate: based on par, fixed
    • Formula: DR=annual dividend incomepar\text{DR} = \frac{\text{annual dividend income}}{\text{par}}
  • Current yield (dividend yield): based on market price paid, fluctuates
    • Formula: CY=annual dividend incomemarket price\text{CY} = \frac{\text{annual dividend income}}{\text{market price}}
  • Price-yield relationship:
    • Discount (below par): yield > dividend rate
    • At par: yield = dividend rate
    • Premium (above par): yield < dividend rate
  • Formula can be rearranged to solve for annual income or market price when needed

The market & interest rates

  • Preferred stock pays no interest, but price is heavily driven by interest rate changes
  • Competes with bonds for investors; dividend rates must stay competitive with prevailing interest rates
  • Preferred stock riskier than bonds (dividends not legally required, unlike bond interest)
  • Interest rates rise → preferred stock market price falls (yield rises to stay competitive)
  • Interest rates fall → preferred stock market price rises, can trade at premium (capital gain), yield falls but may remain above new market rate

Inflation & economic context (sidenote)

  • Low interest rates generally support economic growth but can fuel inflation
  • High inflation prompts Fed to raise rates (tighten); low inflation prompts rate cuts (loosen)
  • Extreme example: Zimbabwe hyperinflation (2008); moderate example: US 2022 40-year high inflation
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Features

Preferred stock features

  • Added characteristics or functions
  • Applied at issuance, stay through stock's life
  • Features beneficial to stockholders result in:
    • Higher market prices
    • Lower dividend rates
    • Lower yields
  • Features beneficial to the issuer result in:
    • Higher dividend rates
    • Lower market prices
    • Higher yields

Preferred stock dividends

  • Must be approved by BOD
  • Must be paid before common stock dividends

Cumulative preferred stock

  • Issuer must eventually pay skipped dividends
  • Beneficial feature for investors
  • Associated with:
    • Higher market prices
    • Lower dividend rates
    • Lower yields

Straight (non-cumulative) preferred stock

  • Issuer does not pay skipped payments
  • Beneficial feature for the issuer
  • Associated with:
    • Higher dividend rates
    • Lower market prices
    • Higher yields

Participating preferred stock

  • Eligible to receive more than the stated dividend rate
  • Issuers pay more in profitable years
  • Beneficial feature for the investor
  • Associated with:
    • Higher market prices
    • Lower dividend rates
    • Lower yields

Call features

  • Allow issuers to end an investment by paying back a specified amount
  • Typically exercised when interest rates fall (refinance)
  • Beneficial feature for the issuer
  • Associated with:
    • Higher dividend rates
    • Lower market prices
    • Higher yields

Call protection

  • Number of years before security can be called

Call premium

  • Amount above par required to call shares

Convertible preferred stock

  • Convertible into common stock of the same issuer
  • Beneficial feature for investors
  • Associated with:
    • Higher market prices
    • Lower dividend rates
    • Lower yields

Conversion ratio

  • Determines how many common shares received at conversion
  • Set at issuance and stays fixed
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Suitability

Benefits of preferred stock

  • Fixed dividend rate provides income
  • Potential for capital gains (especially if convertible)

Preferred stock risks

  • Dividends are not guaranteed
  • No legal recourse for skipped dividends
  • Lower liquidation priority
  • Subject to:
    • Interest rate risk
    • Reinvestment risk
    • Call risk
    • Inflation risk

Preferred stock typical investors

  • Seeks income as the primary benefit
  • Accepts moderate risk in return for higher income
  • Long-term time horizons
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Chapter 3: Debt securities

6 sections

Basic characteristics

Bond features

  • Debt security
  • Allows issuers to borrow from investors

Principal

  • Original loan amount; the face value
  • Also known as the par value

Interest

  • Cost of borrowing money

Par value

  • Known as a bond's "face value" or principal
  • Typically $1,000 for bonds
  • Typical sale price for new issue bonds
  • Bond interest payments based on par
  • Stays fixed for the life of the bond

Maturity date

  • Date the issuer pays:
    • One final interest payment
    • Principal (par value)

Interest rate (coupon)

  • Represents annual interest paid to bondholders
  • Based on the bond's par value
  • Largely dependent on market interest rates at the time of issuance

Interest payments

  • Legal obligation of the issuer
  • Typically made semi-annually

Bearer bonds

  • Owned by whoever physically possesses them
  • No longer issued in the US

Book-entry bonds

  • Ownership tracked electronically by a transfer agent
  • All modern securities issued in this format

Zero coupon bonds

  • Do not make regular interest payments
  • Issued at a discount and mature at par
  • Longer maturities = deeper discounts

Short-term maturities

  • Safer than long-term bonds
  • Lower rates of return

Money markets

  • Debt securities with one year or less to maturity

Long-term maturities

  • Riskier than short-term bonds
  • Higher rates of return :::: points
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Issuance & underwriting

Term issuance

  • All bonds issued and mature on the same day
  • Typical issuers:
    • Corporations
    • US government
  • Type of quote:
    • Price quotes
    • Dollar quotes
    • Percentage of par quotes
    • Term quotes

Serial issuance

  • All bonds are issued on the same day, but mature on different days
  • Typical issuers:
    • Municipalities
  • Type of quote:
    • Yield quotes
    • Basis quotes
    • Serial quotes

Series issuance

  • Bonds are issued on different days, but all mature on the same day
  • Typical issues:
    • Construction-related projects

Basis points

  • Formal measurement of percent
  • 1 basis point = 0.01%
  • 100 basis points = 1%

Firm commitment underwritings

  • Underwriter keeps unsold securities
  • Riskier for underwriter
  • Larger fees for underwriters

Best efforts commitment underwritings

  • Issuer keeps unsold securities
  • Riskier for the issuer
  • Smaller fees for underwriter
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Trading

Market prices

  • Bonds trade freely in secondary market after issuance
  • Bond prices move inversely to interest rates: rates up → price down, rates down → price up
  • Discount = trades below par (buyer gains coupon + capital gain to par at maturity)
  • Premium = trades above par (buyer gains coupon but loses value to par at maturity)

Price volatility

  • Long maturity + low coupon = most price volatile bonds
  • Long-term bonds swing more since rate changes lock in returns for longer
  • Low-coupon bonds swing more since less cash flow available to reinvest at new rates
  • Rate volatility (different concept) = short-term rates most volatile (% change basis)
    • Exam rule: Price volatility → long maturity & low coupon; Rate volatility → short-term rates

Settlement

  • Trades require back-office processing before ownership updates
  • Transfer agent tracks bondholders and distributes interest to owners as of payment date
  • All bond types (Government, municipal, corporate) settle T+1 (one business day)
    • US Government settles via Federal Funds system
    • Municipal & corporate settle via Clearing House system
  • T+1 counts business days (weekends and holidays skipped): a Friday trade settles Monday, or Tuesday if Monday is a holiday

Accrued interest

  • Interest is earned daily but paid semiannually; accrued interest = interest earned but not yet paid
  • Full payment goes to whoever owns bond on payment date (not prorated)
  • Buyer pays seller market price + accrued interest to fairly compensate seller for holding period
  • Buyer's interest earned = payment received from issuer - accrued interest paid to seller
  • Accrual period: last interest payment date up to (not including) settlement date; weekends count
  • J&J1 = pays interest January 1st and July 1st
  • 30/360 method: corporate & municipal bonds; assumes 30 days/month, actual days counted in settlement month
  • Actual/365 (actual/actual) method: US Government bonds; uses actual calendar days per month
  • Bonds trade flat (no accrued interest) when: settlement falls exactly on payment date, or bond is a zero-coupon bond
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Features

Secured bonds

  • Collateral backs the bond
  • Safer investments vs. unsecured bonds

Unsecured bonds

  • Also known as full faith and credit bonds
  • No collateral backing
  • Riskier investments vs. secured bonds

Call feature

  • Allows issuers to end a bond before maturity
  • Requires the payment of accrued interest, par, plus any call premium
  • Typically utilized when interest rates fall

Call risk

  • Occurs when a bond is called in an unfavorable environment
  • Typically results in reinvestments at lower rates
  • Type of reinvestment risk

Call premium

  • Amount above par ($1,000) issuer must pay to call the bond

Call protection

  • Number of years before a bond may be called

Tender offer

  • Formal offer to buy a security from current investors

Put feature

  • Allows bondholders to end a bond before maturity
  • If exercised, the issuer must pay accrued interest plus par to the bondholder
  • Generally utilized when interest rates rise
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Yield

Bond yield basics

  • Yield = overall return; influenced by coupon, purchase price, time to maturity
  • Coupon and yield differ unless bond trades at par
  • Bond point = 1% of par ($10 on $1,000 bond); different from basis point (0.01%, measures yield)

Reading bond prices

  • Prices quoted as % of par, not dollars
  • Premium/discount described in points (e.g., 7-point premium = 107% of par)
  • Four yields covered: nominal, current, YTM, YTC

Nominal yield

  • Same as stated coupon rate
  • Also known as: coupon, interest rate, stated rate
  • Formula: Nominal yield=Annual incomePar\text{Nominal yield} = \frac{\text{Annual income}}{\text{Par}}
  • Fixed for life of bond; market price not a factor

Current yield

  • Quick estimate of return; ignores time
  • Formula: Current yield=Annual incomeMarket price\text{Current yield} = \frac{\text{Annual income}}{\text{Market price}}
  • Discount bonds: current yield > coupon
  • Premium bonds: current yield < coupon

Yield to maturity (YTM)

  • Also called bond's "basis"; assumes held to maturity; accounts for time
  • Formula concept: annual income ± annualized discount/premium, divided by average of price and par
  • Discount bonds: YTM > coupon
  • Premium bonds: YTM < coupon
  • Exact math rarely tested; focus on relationships

Yield to call (YTC)

  • Applies only to callable bonds; assumes called at first call date
  • Uses call price and years to call instead of par/maturity
  • Discount bonds: YTC > YTM > current yield > coupon (gain realized sooner)
  • Premium bonds: YTC < YTM < current yield < coupon (loss realized sooner)

Discount bond yield relationships

  • Order (low to high): Coupon < Current yield < YTM < YTC
  • Bond see-saw: price below par (discount) → yields rise

Premium bond yield relationships

  • Order (high to low): Coupon > Current yield > YTM > YTC
  • Bond see-saw: price above par (premium) → yields fall

Yield for par bonds

  • Bond bought and matures at par → no gain/loss from price
  • All yields equal the coupon: Coupon = Current yield = YTM = YTC
  • See-saw is balanced/level at par

The bond see-saw

  • Visual tool linking price and yield relationships across discount, premium, and par bonds
  • Useful as a "dump sheet" item to memorize before exam
  • Mnemonic: CYM Call = Current Yield, Maturity, Call (yield order)
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Suitability

Bond benefits

  • Primary benefit is interest income
  • Interest payments are legal obligations of the issuer
  • Capital appreciation may occur, especially if interest rates fall

Interest rate risk

  • Interest rates rise, forcing bond market prices down
  • Type of systematic risk
  • Most susceptible bonds:
    • Long maturities
    • Low coupons
  • Avoided by variable rate bonds

Inflation (purchasing power) risk

  • Prices of goods and services rise, forcing bond prices down
  • Typically results in higher interest rates due to Federal Reserve actions
  • Avoided by short-term securities

Reinvestment risk

  • Market returns reinvested at lower rates
  • Occurs when interest rates fall
  • High coupon bonds are most susceptible
  • Avoided by zero coupon bonds

Call risk

  • Bond called when interest rates fall
  • The worst form of reinvestment risk

Default risk

  • Also known as credit or repayment risk
  • Issuer unable to make required interest and/or principal payments

Bond ratings

  • Only consider default risk
  • Three bond rating organizations:
    • Standard & Poors (S&P)
    • Moody's
    • Fitch
  • Investment grade bonds:
    • BBB or above
    • Low default risk
  • Speculative (junk) grade bonds:
    • BB or below
    • High default risk

Liquidity (marketability) risk

  • Security is difficult to sell or requires a large discount to sell

Legislative risk

  • New domestic law or regulation negatively affects a security

Political risk

  • Foreign government instability negatively affects a security

Bond typical investors

  • Seeking income
  • Generally older, risk-averse (conservative)
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Chapter 4: Corporate debt

7 sections

Short-term products

Commercial paper

  • Short-term zero coupon corporate debt
  • 270-day maximum maturity
  • Exempt from SEC registration
  • Typically sold in large denominations ($100,000+)
  • Issued to raise short-term capital
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Long-term products

Funded debt

  • Long-term corporate debt

Debentures

  • Long-term unsecured corporate bonds
  • Also known as full faith and credit bonds
  • Riskier than secured bonds

Guaranteed bonds

  • Backed by a third party's promise to pay interest and/or principal in case of default
  • Typical third parties:
    • Parent companies
    • Insurance companies
  • Considered unsecured bonds

Income (adjustment) bonds

  • Issued after company defaults on debt
  • Only pay interest when the issuer meets the earnings test
  • High-risk securities

Mortgage bonds

  • Secured by corporate real estate
  • Commonly issued by utility companies

Liquidation priority

  • First mortgage bondholders receive liquidation proceeds first
  • Second mortgage bondholders receive leftover liquidation proceeds

Equipment trust certificates (ETCs)

  • Secured by corporate equipment
  • Issued in serial form

Collateral trust certificates

  • Bonds secured by marketable corporate assets
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Convertible products

Convertible bonds

  • Converts to common stock of the same issuer
  • Investors eligible to make capital gains on stock
  • Issued with lower interest rates (vs. non-convertible bonds)

Conversion ratio

  • Shares received for each bond converted
  • CR=Parconversion price\text{CR} = \frac{\text{Par}}{\text{conversion price}}

Conversion price

  • Price per share at which par is exchanged for stock
  • CP=Parconversion ratio\text{CP} = \frac{\text{Par}}{\text{conversion ratio}}

Conversion value

  • What the shares from conversion are worth now
  • Conversion ratio x stock price
  • Profit from converting = conversion value - bond purchase price

Stock parity price

  • Investor's cost per share when buying the bond to convert
  • Break-even stock price for converting
  • SPP=bond market priceconversion ratio\text{SPP} = \frac{\text{bond market price}}{\text{conversion ratio}}

Bond parity price

  • Bond's value based only on conversion (its conversion value)
  • BPP=stock price x conv. ratio\text{BPP} = \text{stock price x conv. ratio}
  • Bond trading below parity creates an arbitrage opportunity

Mezzanine debt

  • Long-term corporate debt
  • Placed between senior debt and equity for liquidation purposes
  • In addition to typical debt security features, may include:
    • PIK interest
    • Warrants
    • Conversion features

Payment-in-kind (PIK) interest

  • Payable interest is added to security's principal value
  • Only payable at redemption or maturity
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Liquidation policy

Liquidation priority

  1. Unpaid wages
  2. Unpaid taxes
  3. Secured creditors
  4. Unsecured creditors
  5. Junior unsecured creditors
  6. Preferred stockholders
  7. Common stockholders

Creditors

  • Person or organization lending money
  • Bondholders are creditors
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The market & quotes

OTC trade

  • One that takes place outside of an exchange

Corporate bond market

  • Most trades occur in the OTC markets
  • A small number of trades occur on exchanges

Corporate bond quotes

  • Provided in the percentage of par format
  • Must be in eighths or reduced from eighth
  • M = $1,000 par unit when used in quotes
    • 5M = $5,000 par bond
  • s = coupon (interest rate)
    • 10s = 10% coupon
  • Zr = zero coupon bond
  • M' = references maturity year
    • M'40 = matures in the year 2040
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Bank issues

Certificates of deposit (CDs)

  • Pay a fixed amount of interest based on principal
  • The "bank version" of a bond

Jumbo CDs

  • Large bank deposits made for short periods
  • $100k minimum denominations
  • $1 million denominations are common
  • Trade in the secondary market

FDIC insurance

  • Covers up to $250k of bank deposits
  • Coverage provided per bank, per customer, and per ownership category (e.g., individual vs. joint accounts)

Banker's acceptances

  • Used to facilitate international trade
  • Considered money markets
  • 270 days or less to maturity
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Eurodollars & Eurobonds

Eurodollar deposits

  • US Dollars held in foreign banks

Reserve currency

  • A currency commonly utilized by the world's central banks and largest financial institutions
  • US Dollar is considered the world's reserve currency

Central bank

  • An organization operating as a country's centralized financial institution

Eurobond

  • Debt security paying interest and principal in a denomination other than the currency of the country it was issued in
  • Not subject to SEC jurisdiction or registration

Currency (exchange rate) risk

  • Risk of loss due to a currency conversion
  • Occurs when:
    • Converting into a strong currency
    • Converting out of a weak currency

Spot rate

  • Exchange rate for currency exchanged today

Forward rate

  • Exchange rate for currency exchange in the future
  • Utilized to hedge against currency risk

Eurodollar bonds

  • Debt security issued outside of the US that pays interest and principal in US Dollars
  • Issued by:
    • US corporations
    • US municipalities
    • Foreign corporations
    • Foreign governments
  • No currency risk for US organizations
  • Currency risk applies to foreign issuers and investors
  • Not subject to SEC jurisdiction or registration
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Chapter 5: Municipal debt

6 sections

Foundations & taxation

Municipality

  • State, city, or local government

Corporate bond interest

  • Subject to federal, state, and local taxes

Municipal bond interest

  • Exempt from federal taxes
  • Subject to state and local taxes

US territory bond interest

  • Tax-free regardless of residence

US Government bond interest

  • Subject to federal taxes
  • Exempt from state and local taxes
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General obligation (G.O.) bonds

Non-self-supporting projects

  • Do not make revenue

General obligation bonds

  • Fund non-self-supporting projects
  • Paid off with property (ad valorem) taxes

Used to analyze G.O. bonds

  • Economic diversity
  • Population trends
  • Municipal obligations
  • Tax collection figures

Municipal bond registration status

  • Exempt from SEC registration

Municipal advisers

  • Help structure bond issues
  • Cannot act as the underwriter

Bond counsel

  • Group of specialized lawyers
  • Provides legal opinion on a bond's:
    • Validity
    • Legality
    • Tax-status
  • Unqualified opinions are optimal
  • Qualified opinions make bonds less marketable

G.O. bond requirements

  • Subject to voter approval
  • Subject to debt limits
  • Sold on a firm commitment basis

Official notice of sale

  • Notifies underwriters of a municipal bond sale
  • Found in the Bond Buyer

Competitive bids

  • How G.O. bonds are sold
  • Awards bond to cheapest underwriter

Official statements

  • Disclosure document for municipal securities
  • Issuers are not required to create them
  • Underwriters must deliver them by settlement (if created)
  • Information disclosed includes:
    • The bond's interest rate
    • Timing of interest payments
    • Length of the bond (maturity)
    • Specific features of the bond (e.g., call features)
    • Source of repayment funds (e.g., property taxes)
    • The municipality's finances
    • Legal matters, including the legal opinion

Limited tax bonds

  • Considered a type of G.O. bond
  • Only have access to predetermined tax allotments
  • Riskier than typical G.O. bonds

Advance refunding

  • Refunding bonds refinance outstanding debt before it can be called
  • Proceeds are placed in a Treasury-backed escrow account to pay refunded bonds
  • Advance refunding = redemption after 90 days
  • Current refunding = within 90 days
  • Bonds become defeased, often receive higher ratings, and may be called pre-refunded or ETM bonds
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Revenue bonds

Self-supporting ventures

  • Make revenue to pay off borrowed funds

Revenue bonds

  • Paid off with revenues from municipal ventures
  • Finance self-supporting municipal ventures
  • No voter approval is required
  • Not subject to debt limits

Feasibility studies

  • Forecast profitability of a municipal venture
  • Created by independent consultants
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Short-term notes

Anticipation notes

  • Short-term municipal debt
  • Paid off with future municipal cash flows

Tax anticipation notes (TANs)

  • Paid off with future tax collections
  • Typically property tax-related

Revenue anticipation notes (RANs)

  • Paid off with future revenues from municipal ventures

Tax and revenue anticipation notes (TRANs)

  • Combination of TANs and RANs

Bond anticipation notes (BANs)

  • Paid off with money raised by a future bond issue

Grant anticipation notes (GANs)

  • Paid off with future federal grants

Variable rate demand notes

  • Long-term municipal debt with short-term redemption options
  • Resetting interest rates on a periodic schedule
  • Contain a put option at par
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Trading

Municipal bond market

  • Higher levels of liquidity risk
  • No short sales

Yield (basis) quotes

  • Typical for municipal bonds
  • Provide yield, not price
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Suitability

Municipal bond suitability

  • Best for wealthy investors at high tax brackets
  • Not suitable for retirement plans
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Chapter 6: US government debt

9 sections

Foundations

U.S. Government debt

  • Considered virtually default risk-free (AAA rated)
  • Directly backed by U.S. Government
  • Largest securities market in the world
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Treasury products

U.S. Treasury overview

  • Treasury manages government finances: prints money, collects taxes (IRS), issues securities
  • Budget deficits drive heavy borrowing needs
  • Minimum denomination: $100 (vs. $1,000 for many other debt securities)
  • Five products: Treasury bills, notes, bonds, STRIPS, TIPS

Auction frequency

  • Treasury bills: auctioned weekly
  • All other Treasury products: auctioned monthly

Treasury bills

  • Short-term, zero coupon, money market instrument (maturity ≤ 1 year)
  • Maturities: 4, 6, 8, 13, 17, 26, 52 weeks
  • Issued at discount; interest = par value minus purchase price (paid at maturity)

Treasury notes

  • Intermediate-term, maturities 2–10 years
  • Typically issued at par (can be discount/premium)
  • Pay semi-annual interest

Treasury bonds

  • Long-term, maturities up to 30 years
  • Typically issued at par (can be discount/premium)
  • Pay semi-annual interest

STRIPS

  • Stands for Separate Trading of Registered Interest and Principal of Securities
  • Zero coupon, long-term (up to 30 years), issued at deep discount, mature at par
  • Not suitable for income-seeking investors (interest paid only at maturity)
  • Highly price volatile due to long maturity + 0% coupon (interest rate risk still applies)

Treasury Receipts

  • Similar to STRIPS but created by private financial institutions, not U.S. government
  • Formed by stripping coupons from Treasury notes/bonds
  • Lack risk-free status of government securities (issuer default risk)

Phantom tax

  • STRIPS/Treasury receipts taxed annually on accrued interest, even though no cash received until maturity

TIPS

  • Treasury Inflation Protected Securities; long-term (up to 30 years), pay semi-annual interest
  • Fixed coupon rate; principal adjusted every six months based on CPI
  • Inflation increases → higher adjusted principal → higher interest payments
  • At maturity, investor receives greater of original par or inflation-adjusted par
  • Key exam points: long maturity, payments rise with inflation, par adjusts, coupon fixed

Callable Treasuries

  • No new callable Treasuries issued since 1985
  • All prior callable 30-year bonds have been redeemed
  • Assume all current U.S. Treasury securities are non-callable

Summary table

  • T-bill: ≤1 year, interest at maturity
  • T-note: 2–10 years, semi-annual interest
  • T-bond: up to 30 years, semi-annual interest
  • STRIPS: up to 30 years, interest at maturity
  • TIPS: up to 30 years, semi-annual interest (inflation-adjusted)
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Federal agency products

Agency bonds

  • Indirectly backed by U.S. Government
  • Subject to some default risk

Federal Farm Credit System

  • Provides financing to American farmers

Mortgage agencies

  • Issue mortgage-backed securities
  • Buy mortgages from financial institutions

Ginnie Mae (GNMA)

  • Guarantees VA and FHA insured mortgages
  • Directly backed by U.S. Government

Fannie Mae (FNMA)

  • Purchases insured (V.A., FHA) and conventional mortgages
  • Indirectly backed by U.S. Government
  • Publicly owned and traded

Freddie Mac (FHLMC)

  • Purchases conventional mortgages
  • Indirectly backed by U.S. Government
  • Publicly owned and traded

Mortgage-backed securities

  • Make monthly payments of interest and principal
  • Subject to prepayment, extension, and reinvestment risk
  • Interest is fully taxable

Prepayment risk

  • Occurs when interest rates fall
  • Homeowners pay off mortgages earlier than expected

Extension risk

  • Occurs when interest rates rise
  • Homeowners pay off mortgages later than expected

MBS taxation

  • Subject to full taxation (fed, state, local)

Sallie Mae (SLMA)

  • Former federal agency in the student loan business
  • Publicly owned and traded
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The market

Treasury auction

  • Where Treasury securities are initially offered
  • Investors bid on new issue Treasuries

Competitive bids

  • Typically submitted by institutional investors
  • Only the bidders with the best bids win
  • Highest winning bid yield sets the yield for the entire offering

Non-competitive bids

  • Typically submitted by retail investors
  • All non-competitive bids are filled

U.S. Government debt quotes

  • Percentage of par quotes (generally)
  • Quoted in 32nds using a:
    • Dash
    • Colon
    • Period

Bid-ask quotes

  • Provides both sides of dealer prices
  • Bid = dealer buys, customer sells
  • Ask = dealer sells, customer buys

Treasury bill quotes

  • Discount yield form
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The Federal Reserve

Monetary policy

Monetary policy

  • Controls money supply levels
  • Executed by Federal Reserve Board
  • Two goals:
    • Economic growth (low unemployment)
    • Manageable inflation levels

Loosening policies

  • Encourage economic growth
  • More currency placed in the economy
  • Goal: drive interest rates down
  • Typically pursued in recessions

Tightening policies

  • Manages inflation levels
  • Less currency in the economy
  • Goal: drive interest rates up
  • Typically pursued during high inflation

Monetarist theory

  • Fed's actions are the most significant economic influence
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Rates

Federal funds rate

  • Rate for bank-to-bank loans

Discount rate

  • Rate for Fed loans to banks

Broker loan rate

  • Also known as the call money market rate
  • Rate for bank-to-broker-dealer loans

Prime rate

  • Rate for large bank customer loans
  • Typically only available to institutions
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Tools of the Federal Reserve

Tools of the Federal Reserve

  • D - discount rate
  • O - open market operations
  • R - reserve requirements
  • M - margin requirements (Reg T)

Discount rate

  • Rate for Fed loans to banks
  • Result of lowering:
    • Loosens money supply
    • Decreases interest rates
  • Result of raising:
    • Tightens money supply
    • Increases interest rates

Open market operations

  • Fed buys and sells securities
  • Conducted by the FOMC
  • Typical securities traded:
    • Government securities
    • Prime banker's acceptances

Repurchase agreements

  • Fed buys securities from banks
  • Result:
    • Loosened money supply
    • Decreasing interest rates

Reverse repurchase agreements

  • Fed sells securities to banks
  • Result:
    • Tightened money supply
    • Increasing interest rates

Reserve requirements

  • Banks must hold a portion of deposits in reserves
  • Result of lowering:
    • Loosens money supply
    • Decreases interest rates
  • Result of raising:
    • Tightens money supply
    • Increases interest rates

Margin requirements (Reg T)

  • 50% deposit for margin transactions
  • Result of lowering:
    • Loosens money supply
    • Decreases interest rates
  • Result of raising:
    • Tightens money supply
    • Increases interest rates
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Economic factors

Gross domestic product (GDP)

  • Measure of goods and services produced and sold domestically
  • Reported in constant (inflation-adjusted) dollars
  • Tracks economic growth

Recession

  • Two quarters (six months) of GDP decline

Depression

  • Six quarters (a year and a half) of GDP decline

Elastic good or service

  • Demand falls drastically as price rises
  • Is not a necessity or has competition

Inelastic good or service

  • Demand is generally not affected as price rises
  • Is a necessity with little or no competition

Inflation

  • Measured by CPI
  • Fed tightens the money supply if levels rise

Yield curve

  • Visual representation of bond yields
  • Typically covers similar quality bonds of varying maturities

Normal (ascending) yield curve

  • Short-term securities have lower yields than long-term securities
  • Typical for normal economic conditions (expansion)

Flat yield curve

  • Short-term securities have the same yields as long-term securities
  • Sign of uncertainty in the economy

Inverted (descending) yield curve

  • Short-term securities have higher yields than long-term securities
  • Sign of economic recession

Comparative yield curves

  • Compares yield curves of US Government vs. corporate securities
  • Widening is a sign of recession
  • Narrowing is a sign of prosperity

Leading economic indicators

  • Indicate future economic strength
  • Included:
    • S&P 500
    • Average weekly initial claims for unemployment
    • Index of new manufacturing orders
    • Number of new building permits
    • Consumer confidence index
    • Interest rate spread between 10-year Treasury notes and fed funds rate

Coincident economic indicators

  • Indicate current economic strength
  • Included:
    • Number of employees on non-farm payrolls
    • Average hours worked
    • Personal income levels
    • Industrial production levels
    • Manufacturing sales
    • Unemployment rate

Lagging economic indicators

  • Indicate past economic strength
  • Included:
    • Changes in CPI levels
    • Corporate profits ​​- Change in labor cost per unit of output
    • Average duration of unemployment

Perfect competition

  • Large number of buyers and sellers
  • Virtually identical goods/services
  • Price is the primary demand factor
  • Price manipulation is impossible

Monopolistic competition

  • Large number of buyers and sellers
  • Similar products, but unique characteristics
  • Consumers maintain preferences for certain goods
  • Price manipulation is very difficult

Oligopoly

  • Large number of buyers, but only 3-5 sellers
  • Consumers have limited choices
  • Significant barrier to entry as a vendor
  • Price manipulation is fairly easy

Monopoly

  • Large number of buyers, only 1 seller
  • Consumers only have one choice
  • Price manipulation is very easy
  • Typically involve heavy government regulation
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Fiscal policy

Fiscal policy

  • Relates to taxation and gov't spending
  • Controlled by Congress and the President

Internal Revenue Service (IRS)

  • Government agency responsible for:
    • Collecting taxes
    • Providing assistance to taxpayers
    • Investigating instances of tax fraud

Progressive tax systems

  • Higher taxes if more money involved
  • Examples:
    • Income taxes
    • Estate taxes
    • Gift taxes

Regressive tax systems

  • Flat tax rates
  • Examples:
    • Sales taxes
    • Excise taxes

Keynesian (demand-side) theory

  • Gov't spending and taxation influence the economy
  • In a recession:
    • Gov't spending increases
    • Tax rates fall
  • In an inflationary environment:
    • Gov't spending decreases
    • Tax rates rise

Supply-side theory

  • Reduced gov't spending and taxation stimulate the economy
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Chapter 7: Investment companies

14 sections

Foundations

Investment companies

  • Financial institutions that invest their customers' money
  • Regulated by the Investment Company Act of 1940

Investment company classifications

  • Management companies
  • Unit investment trusts (UITs)
  • Face amount certificates

Types of management companies

  • Open-end management companies (mutual funds)
  • Closed-end management companies (closed-end funds)

Unit investment trusts (UITs)

  • Fixed portfolios of securities
  • At maturity, portfolio is liquidated and proceeds passed to investors

Face amount certificates (FACs)

  • Periodic payment or lump sum contribution
  • Redeemable securities
  • Fixed payout at maturity
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Types of funds

Investment Company Types Overview

  • Most investment companies are funds: mutual (open-end), closed-end, ETFs
  • Fund "type" based on investment objective and securities held
  • Key types: growth, growth and income, balanced, income, specialized, sector, index, asset allocation, international/global

Growth Funds

  • Objective: capital appreciation (buy low, sell high)
  • Invests in growth-focused common stock, convertible preferred stock, and bonds
  • Aggressive growth funds take on more risk (small/micro-cap, volatile/emerging industries)
  • Market capitalization measures company size: shares outstanding × market price
    • Mega-cap: $200B+; Large-cap: $10B–$200B; Mid-cap: $2B–$10B; Small-cap: $250M–$2B; Micro-cap: under $250M
    • Smaller companies = higher risk/higher growth potential

Growth and Income Funds

  • Seeks capital appreciation AND income
  • Invests in income-producing common and preferred stocks only (no bonds)
  • Generally more conservative than pure growth funds due to dividend-paying stocks

Balanced Funds

  • Similar to growth and income, but includes debt securities (bonds) too
  • Even split between growth-focused stock and income-producing securities
  • Key distinction: balanced funds hold bonds + stock; growth and income funds hold only stock

Income Funds

  • Invest only in income-producing securities (bonds, preferred stock, dividend stocks)
  • Generally conservative/lower risk than growth funds
  • Subtypes: corporate bond, municipal bond, US Government bond funds
  • High yield (junk) bond funds = higher risk/yield; conservative bond funds = investment-grade, lower risk
  • International bond funds invest in foreign bonds
  • Agency funds (Ginnie Mae, Fannie Mae, Freddie Mac) invest in mortgage-backed securities
    • Ginnie Mae guarantees MBS (doesn't purchase mortgages); Fannie/Freddie purchase mortgages
    • Subject to prepayment/extension risk but government-backed, suitable for risk-averse investors
  • Money market funds:
    • Priced at constant $1.00/share
    • Highly liquid, short-term time horizon suitable
    • Rarely have sales charges/fees
    • Function similarly to savings accounts; default holding for uninvested cash

Specialized Funds

  • Not defined by growth/income objective
  • Invest in specific industry or region (also called sector funds)
  • Risk/return varies widely based on focus area

Index Funds

  • Aim to match performance of a specific index (e.g., S&P 500)
  • Indexes track/average securities to gauge market trends
  • Types: small/large-cap, bond, specialized indexes
  • Passive management: tracks index closely, no security selection
  • Active management: manager selects "best" investments
  • Passive investing (index funds) growing in popularity

Asset Allocation Funds

  • Invest across asset classes in set or shifting proportions
  • Static allocation funds maintain constant mix (e.g., 70% stock/30% debt)
  • Life cycle/target date funds: shift from aggressive to conservative over time
    • Start heavy in growth stocks, shift to fixed income as target date approaches

International/Global Funds

  • International funds: invest only outside the US
  • Global funds: invest worldwide, including US securities
  • Provide diversification and potential hedge against domestic risk
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Open-end management companies

Characteristics

Mutual funds

  • Legally classified as open-end management companies
  • Investors are known as shareholders
  • Manage and invest shareholder assets according to fund's objective
  • "Open-ended" (variable) amount of shares outstanding
  • Purchases are considered primary market transactions
  • Prospectus delivery required at sale
  • $100k minimum capital to launch
  • Provides diversification to investors

Fund sponsor (underwriter)

  • Creates the fund's structure
  • Registers the fund with the SEC
  • Develops marketing strategy

Investment adviser

  • Responsible for fund investments
  • Employs and appoints fund manager

Fund manager

  • Investment adviser employee(s)
  • Implements investment strategy

Diversification

  • Investing in many different securities
  • Reduces non-systematic risks

Diversified funds

  • 75%+ invested with no more than:
    • 10% of an issuer's voting power
    • 5% of its assets in one issuer

Expense ratio

  • Represents total fund expenses
  • Includes:
    • Management fees.
    • Custodian fees
    • Legal fees
    • Administrative fees
  • Efficient funds have low expense ratios

Management fee

  • Cost of investment adviser's services
  • Typically is the largest part of the expense ratio

Custodian fee

  • Paid to financial firm holding fund assets

Mutual fund transaction limitations

  • Cannot be purchased on margin
  • Cannot be sold short
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Shareholder rights

Shareholder rights

  • Right to vote for Board of Directors
  • Right to approve investment adviser contract
  • Right to vote on fund-specific matters, including:
    • Fund's objective
    • Changes to fund structure
    • Changes to fee schedule
    • Changes to diversified status
  • Right to receive pro-rata share of dividends
  • Right to fund disclosures
    • Prospectus
    • Statement of additional information
    • Annual SEC filing
    • Semi-annual shareholder report

Board of Directors (mutual fund)

  • Represents shareholder interests
  • Oversees overall operation of the fund
  • 40%+ must be independent (non-interested)
    • No more than 60% "interested"
  • Approve dividend and capital gain distributions

Statutory prospectus

  • Primary fund disclosure document
  • Must be delivered when:
    • Financial professionals solicit investors
    • An investor purchases shares unsolicited
  • Information disclosed includes:
    • The investment objective
    • Shareholder fees
    • Past performance (at least 1, 5, and 10-year returns)
    • Details on investment adviser and fund manager
    • Related risks
    • Fund policies
    • Financial highlights

Summary prospectus

  • Condensed version of the prospectus
  • May be delivered instead of statutory prospectus

Statement of additional information (SAI)

  • Provides micro-details on fund operations

Annual SEC report

  • Required disclosure report to regulators, which includes:
    • Market recaps over the previous year
    • Fund manager comments
    • Investment summary (details on fund portfolio)
    • Financial statements (balance sheet, income statement)
    • Financial highlights (income, expenses, returns)

Semi-annual shareholder report

  • Required disclosure report to shareholders, which includes:
    • Investment summary (details on fund portfolio)
    • Financial statements (balance sheet, income statement)
    • Financial highlights (income, expenses, returns)
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Transactions

Mutual fund transactions

  • Mutual funds are redeemable
  • Transactions only occur with the issuer
  • Completed through forward pricing

Net asset value (NAV)

  • NAV=net assetsshares outstanding\text{NAV} = \frac{\text{net assets}}{\text{shares outstanding}}
  • Fund value on a per share basis
  • Calculated once per trading day
  • Purchase price for no-load funds

Public offering price (POP)

  • If sales charge given in percent (%)
    • POP=NAV100% - SC%\text{POP} = \frac{\text{NAV}}{\text{100\% - SC\%}}
  • If the sales charge is given in dollars ($)
    • POP=NAV+SC\text{POP} = \text{NAV} + \text{SC}

Loaded fund transactions

  • Bought at POP, sell at NAV
  • POP is also known as the "ask" price
  • NAV is also known as the "bid" price
  • Max load = 8.5% of POP
  • SC%=POP - NAVPOP\text{SC\%} = \frac{\text{POP - NAV}}{\text{POP}}

Mutual fund distributions

  • Capital gains distributions may only occur once per year
  • The BOD sets the ex-dividend date

Mutual fund redemptions

  • Must be fulfilled within seven days
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Returns

Mutual fund return potential

  • Capital gains (growth)
  • Dividend distributions
  • Capital gains distributions

Total return

  • Measures overall rate of return on a security or portfolio

Total return formula

  • Total return=All gains and/or lossesOriginal cost\text{Total return} = \frac{\text{All gains and/or losses}}{\text{Original cost}}
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Share classes

Class A shares

  • Front-end loaded funds
  • Sales charge assessed at purchase
  • Subject to breakpoint schedules
  • Low or no 12b-1 fees
  • Suitable for:
    • Longer-term investors
    • Larger investments of money

Letter of intent (LOI)

  • Pledge to deposit breakpoint shortfall
  • Lower sales charge assessed
  • Lasts 13 months
  • Can be backdated up to 90 days
  • Retroactive charge if not fulfilled

Breakpoint sales

  • Failure to notify investors of breakpoint
  • FINRA violation subject to penalties

Combination privilege

  • Allows merger of multiple purchases for lower sales charge

Class B shares

  • Back-end loaded funds (CDSCs)
  • Sales charges assessed at redemption
  • Moderate 12b-1 fees
  • Suitable for:
    • Longer-term investors
    • Smaller investments of money

Class C shares

  • No sales charge or a 1-year CDSC
  • High 12b-1 fees
  • Suitable for:
    • Short-term investors

12b-1 fees

  • Marketing and promotion fees used to reduce expense ratio
  • Maximum fee of 1%
    • Distribution fee max = 0.75%
    • Service fee max = 0.25%
  • Loads capped at 7.25% for funds charging any 12b-1 fee (not just the 1% maximum)
    • 6.25% if charging both a distribution fee and a service fee (as every fund at the 1% maximum does)
  • Cannot market fund as "no load" if charging higher than 0.25%
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Subchapter M

Subchapter M

  • Tax regulation for certain securities
  • Taxable income passed to investors
  • Also known as the "conduit" rule
  • Must pass 90% of net investment income to qualify
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Closed-end management companies

Closed-end management companies

  • During primary offering:
    • Sold in the primary market
    • Prospectus delivery required
  • After primary offering:
    • Traded in the secondary market (negotiable)
    • No prospectus delivery is required

Closed-end fund transactions

  • Purchased at market price
  • Subject to commissions
  • NAV represents the fund's book value
  • Market price could be:
    • Higher than NAV
    • Same as NAV
    • Lower than NAV
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Exchange traded products

Passive ETFs

Exchange-traded funds (ETFs)

  • Usually structured as open-end management companies (a few are unit investment trusts)
  • Negotiable securities

Passive management

  • Track the performance of indexes
  • Pursues the return of the overall market

Passive ETFs

  • Aim to match the returns of a benchmark index
  • Low expense ratios

Active management

  • Picking the best individual securities in the market
  • Attempts to outperform indexes

Specific ETFs

  • "Spyders" = S&P 500 ETF
  • "DIAmonds" = Dow Jones Industrial Average ETF
  • "Qubes"** = Nasdaq 100 ETF

ETFs vs. mutual funds

  • Trade status:
    • ETFs are negotiable
    • Mutual funds are redeemable
  • ETFs have lower expense ratios
  • ETFs are more tax efficient
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Other ETFs

Active management

  • Picking the best individual securities in the market
  • Attempts to outperform indexes

Active ETFs

  • Aim to outperform the returns of a benchmark index
  • Higher expense ratios than passive ETFs

Inverse ETFs

  • Provide an opposite return of the index
  • Only suitable for sophisticated investors

Leveraged ETFs

  • Provide amplified gains and losses
  • Amplify at 200% and 300% rates
  • Only suitable for sophisticated investors

Leveraged inverse ETFs

  • Provide an opposite return of index with amplified gains and losses
  • Amplify at 200% and 300% rates
  • Only suitable for sophisticated investors
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Exchange traded notes

Exchange traded notes (ETNs)

  • Debt instruments
  • Promise to pay the return of an index
  • Subject to default risk
  • Negotiable securities
  • Can be bought on margin
  • Can be sold short
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Unit investment trusts

Unit investment trusts (UITs)

  • Fixed portfolios of securities
  • No ongoing portfolio management
  • No management fees
  • Redeemable with the issuer
  • Some UITs may trade in the secondary market
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Alpha and beta

Alpha

  • Measures over or underperformance of a portfolio or security
  • Positive alpha = overperformance
  • Zero alpha = meeting expectations
  • Negative alpha = underperformance

Beta

  • Volatility measure as compared to the market (benchmark index)
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Chapter 8: Alternative pooled investments

3 sections

Real estate investment trusts (REITs)

Real estate investment trusts (REITs)

  • Typically invest in commercial real estate properties and mortgages
  • Negotiable securities
  • Qualify for conduit rule

Equity REITs

  • Invest directly in commercial real estate properties
  • Primarily seek capital appreciation

Mortgage REITs

  • Invest directly in commercial real estate mortgages
  • Primarily seek income

Hybrid REITs

  • Combination of equity and mortgage REIT
  • Invest directly in commercial real estate properties and mortgages

Non-listed REITs

  • Trade solely in the OTC markets
  • Can be subject to liquidity risk

Private REITs

  • Offered to select investors
  • Avoids SEC oversight
  • High level of liquidity risk

Subchapter M (conduit rule) for REITs

  • To qualify:
    • 75%+ invested in real estate
    • 75%+ income from real estate
    • 90%+ net investment income distributed
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Hedge funds

Hedge funds

  • Unregulated investment funds
  • Only wealthy investors participate
  • High risk and high gain potential
  • Subject to lock-up periods
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Direct participation programs

Direct participation programs (DPPs)

  • Pass through business returns and losses to investors
  • Investor suitability:
    • Seeking tax benefits
    • Comfortable with liquidity risk

Limited partnerships

  • The most common form of DPP
  • Must contain:
    • At least one general partner
    • At least one limited partner

General partners

  • Similar role as an issuer or fund sponsor
  • Sets up, manages, and runs the business
  • Have unlimited liability

Limited partners

  • Provide funding for the business
  • Have limited liability

Real estate limited partnerships (RELPs)

  • Invest in commercial properties
  • Various investment goals:
    • Capital appreciation
    • Income
    • Tax benefits
  • Tax credits available for:
    • Low-income housing
    • Historic rehabilitation

Oil and gas programs

  • Seek profits and tax benefits
  • Gain tax deductions through:
    • Intangible drilling costs (IDCs)
    • Depletion allowances

Income (stripper) wells

  • Proven oil wells
  • Investment potential:
    • Low risk
    • Low return
    • Low IDCs

Developmental (step-out) wells

  • Drill near proven oil fields
  • Investment potential:
    • Intermediate risk
    • Intermediate return
    • Intermediate IDCs

Exploratory (wildcat wells)

  • Drill in unproven lands
  • Investment potential:
    • High risk
    • High return
    • High IDCs
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Chapter 9: Options

12 sections

Fundamentals

Options contracts

  • Derivative securities
  • Provide the right to perform a transaction at a fixed price
  • Can be used for:
    • Speculation
    • Protection
    • Income

Derivative securities

  • Obtain value from the underlying asset

Options expiration

  • Standard options have expirations of up to 9 months
  • Typically expire at 11:59pm ET on the third Friday of expiration month

Option buyers

  • Obtain the right to perform a transaction at a fixed price

Option sellers

  • Have an obligation to perform a transaction at a fixed price

LEAPS

  • Long-term options of up to three years

Equity (stock) options

  • Derive value from stock prices

Index options

  • Derive value from index levels

Long options

  • Right to exercise the contract
  • Bought option contract (debit)
  • Investors are "holders"
  • Seek intrinsic value

Short options

  • Obligation to do the transaction if assigned (exercised)
  • Sold option contract (credit)
  • Investors are "writers"
  • Want to avoid intrinsic value
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Contracts and the market

Issuance & the market

Options Clearing Corporation (OCC)

  • Responsible for each of the following:
    • Standardizing options
    • Issuing options
    • Guaranteeing option performance - Clearing trades

Options trades

  • Occur on Chicago Board Options Exchange (CBOE)
  • Premiums are determined by supply and demand
  • Settle in one business day (T+1)

Option exercises

  • Settle in one business days (T+1)

Option expiration

  • Third Friday of the month at 11:59pm ET
  • Trade cutoff is 4:00pm ET
  • Exercise cutoff is 5:30pm ET

Opening transactions

  • Start option positions
  • Two types:
    • Opening purchases
    • Opening sales

Closing transactions

  • End option positions
  • Two types:
    • Closing purchases
    • Closing sales
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Options contracts

Option contracts

  • Cover 100 shares of stock
  • Strike price is the fixed exercise price
  • Premium is in multiples of 100

Call options

  • Holders have the right to buy
  • Writers have the obligation to sell
  • In the money (ITM) when the market rises above the strike price
  • Out of the money (OTM) when the market falls below the strike price
  • Holders seek ITM options
  • Writers seek OTM options

Put options

  • Holders have the right to sell
  • Writers have the obligation to buy
  • In the money (ITM) when the market falls below the strike price
  • Out the money (OTM) when the market rises above the strike price
  • Holders seek ITM options
  • Writers seek OTM options
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Premiums & exercise

Option premiums

  • Premium = intrinsic value + time value
  • Longer expiration, higher time value

Call options

  • In the money (ITM) when the market rises above the strike price
  • Out the money (OTM) when the market falls below the strike price

Put options

  • In the money (ITM) when the market falls below the strike price
  • Out the money (OTM) when the market rises above the strike price

American style options

  • Can be exercised at any time
  • Typical for stock (equity) options

European style options

  • Can only be exercised at expiration
  • Typical for index options
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Stock split & dividend adjustments

Option contract adjustments

  • Required for stock dividends or splits

Even forward stock splits

  • Stock splits with a ratio ending in 1
  • Option contract adjustments:
    • More contracts
    • Lower strike price
    • Same shares delivered at exercise (per contract)

Uneven forward stock splits

  • Stock splits with a ratio not ending in 1
  • Option contract adjustments:
    • Same number of contracts
    • Lower strike price
    • More shares delivered at exercise (per contract)

Reverse stock splits

  • Option contract adjustments:
    • Same number of contracts
    • Higher strike price
    • Fewer shares delivered at exercise (per contract)

Stock dividends

  • Option contract adjustments:
    • Same number of contracts
    • Lower strike price
    • More shares delivered at exercise

Cash dividends

  • Options are not adjusted for regular cash dividends
  • Options are adjusted for special cash dividends
    • Same number of contracts
    • Strike price reduced by the amount of dividend
    • Same shares delivered at exercise
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Strategies

Long calls

Long calls

  • Bullish investments
  • Right to buy the stock at the strike price

Long call formulas

  • Maximum gain = unlimited
  • Maximum loss = premium
  • Breakeven = strike + premium
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Short calls

Short calls

  • Bearish investments
  • Obligation to sell stock at the strike price
  • Considered "naked" without a hedge

Covers a short call

  • Long shares
  • Long call
  • Rights or warrants
  • Convertible securities

Short call formulas

  • Maximum gain = premium
  • Maximum loss = unlimited
  • Breakeven = strike + premium
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Long puts

Long puts

  • Bearish investments
  • Right to sell stock at the strike price

Long put formulas

  • Maximum gain = strike - premium
  • Maximum loss = premium
  • Breakeven = strike - premium
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Short puts

Short puts

  • Bullish investments
  • Obligation to buy the stock at the strike price
  • Considered "naked" without a hedge
  • Short puts can be covered by:
    • Short shares
    • Long put
    • Cash

Short put formulas

  • Maximum gain = premium
  • Maximum loss = strike - premium
  • Breakeven = strike - premium
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Hedging strategies

Hedging strategies

  • Long option with a stock position
  • Long option protects stock from risk

Long stock hedge

  • Long stock & long put
  • Market sentiment: bullish
  • Put shields long stock from risk

Short stock hedge

  • Short shares & long call
  • Market sentiment: bearish
  • Call shields short stock from risk
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Income strategies

Income strategies

  • Short option with a stock position
  • Short option provides income in a flat market

Covered call

  • Long shares & short call
  • Market sentiment: bull/neutral
  • Short call acts as a partial hedge

Covered put

  • Short shares & short put
  • Market sentiment: bear/neutral
  • Short put acts as a partial hedge

Opportunity cost

  • A missed opportunity to profit
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Index options

Index options

  • Derive value from index fluctuations
  • Most are European style
    • Can be exercised only at expiration
  • OEX is the only American style option
    • Can be exercised at any time
  • Can be used to hedge against market risk
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Chapter 10: Taxes

4 sections

Dividends

Investment taxes and dividends overview

  • Tax treatment varies by security/transaction type
  • Directly impacts investor's overall return
  • Chapter focus: cash dividend taxation

Cash dividends

  • Income from equity investments (common/preferred stock)
  • Also passed through via mutual funds, closed-end funds, ETFs
  • Generally taxed at lower rates than bond interest

Qualified vs. non-qualified classification

  • Determines applicable tax rate
  • Qualified dividends taxed lower than non-qualified
  • Taxable income basis includes: salary, wages, commissions, bonuses, royalties
  • Higher income generally = higher tax rate

Qualified dividend tax rates

  • Three brackets: 0%, 15%, 20%
  • Based on individual/joint filer income levels
  • Don't memorize exact bracket dollar amounts (change over time)
  • If exam question is vague on income/bracket, assume 15% rate

Requirements for qualified dividend status

  • Must be distributed by a US corporation or qualified foreign corporation
    • Foreign corp qualifies if: incorporated in US possession, covered by US tax treaty, or stock trades on established US exchange (e.g., ADR on NYSE)
  • Investor must meet an unhedged holding period requirement
    • Unhedged = no protective position (e.g., long put) preventing loss
    • Specific holding period details unlikely to be tested; just know requirement exists

Non-qualified (ordinary) dividends

  • Taxed at investor's marginal federal income tax bracket
  • Marginal bracket = rate applied to the last dollar earned
  • Income taxed progressively across multiple brackets, but investor is classified by highest (marginal) rate reached

Qualified vs. non-qualified example

  • $100 dividend, individual with $55,000 income
  • Qualified: taxed at 15% → $15 tax
  • Non-qualified: taxed at marginal rate 22% → $22 tax

Exam assumptions and REIT exception

  • Assume common stock, preferred stock, mutual funds pay qualified dividends unless stated otherwise
  • REIT dividends are always non-qualified (taxed up to 37%)
  • Higher REIT taxation means REITs often need higher returns to attract investors

Reporting: Form 1099-DIV

  • Sent annually by brokerage firms to customers and IRS
  • Shows dividend amounts and qualified/non-qualified status
  • Dividend reported in the year it is paid, not declared

Stock dividends and splits

  • Not taxable at time of distribution
  • Share price adjusts proportionately; total position value unchanged
  • New shares taxed only when sold
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Interest

Interest overview

  • Income earned from lending money via debt instruments (bonds)
  • Generally not given favorable tax treatment (unlike qualified dividends)
  • Only the interest portion is taxable; principal repayment is a non-taxed return of capital

US Government debt

  • Taxed federally
  • Exempt from state and local taxes

Mortgage-backed securities

  • Taxed at federal, state, and local levels
  • Pass-through payments = interest (taxable) + principal (non-taxable return of capital)
    • Principal includes both scheduled amortization and unscheduled prepayments
  • Issuers/servicers (e.g., Fannie Mae, Freddie Mac, Ginnie Mae) report the interest/principal breakdown monthly

Municipal debt

  • Exempt from federal taxes
  • Subject to state and local taxes, unless:
    • Investor resides in issuing state
    • Bond issued by a US territory
  • If exception applies, bond is 100% tax-free (triple tax-exempt)

Corporate debt

  • Fully taxable: federal, state, and local levels

Tax rate & reporting

  • Federal tax on interest = investor's marginal income tax bracket
  • Taxed the same way as non-qualified dividends
  • Marginal tax bracket: rate applied to the last dollar of income earned
    • Income taxed progressively across brackets, but marginal bracket reflects highest rate paid
  • State tax treatment varies by state (specifics not required knowledge)
  • Interest income reported annually via Form 1099-INT
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Capital gains

Capital gain

  • Securities sold for more than the basis
  • Reported on tax form 1099-B

Long-term capital gain

  • Gain on security held more than 1 year
  • Tax rate: 0%, 15%, or 20%

Short-term capital gain

  • Gain on security held for 1 year or less
  • Tax rate: up to 37%

Inherited securities

  • Cost basis is stepped up to the value on the date of death
  • Holding period is always long term
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Types of income

Earned income

  • Income from employment
  • Includes wages, salaries, tips, bonuses, and commissions
  • Taxable at the marginal income brackets

Investment income

  • Income from securities
  • Includes interest, dividends, and capital gains

Passive income

  • Income from rental property and limited partnerships
  • Passive losses only offset passive gains
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Chapter 11: The primary market

9 sections

Roles

Primary market

  • Initial sale of a security by the issuer to investors
  • Proceeds always go to the issuer

Issuers

  • Sell securities to raise capital

Underwriters

  • Hired by issuers to sell new issues
  • Also known as investment banks

Securities Exchange Commission (SEC)

  • Requires issuers to register securities unless an exemption exists
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Underwriting commitments

Firm underwriting commitments

  • Underwriter liable for unsold shares
  • Also known as:
    • Principal transactions
    • Dealer transactions

Best efforts underwriting commitments

  • Issuer liable for unsold shares
  • Also known as agency transactions

Mini-max commitments

  • Type of best efforts commitment
  • Minimum shares must be sold, up to a maximum

All or none commitments

  • Type of best efforts commitment
  • All shares must be sold
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Types of offerings

Initial public offerings (IPOs)

  • First public sale of a security

Additional public offerings (APOs)

  • Also known as a follow-on offering
  • Public sale of security after initial sale

Private placements

  • Security sales to private audiences

Primary offerings

  • Sales proceeds go to the issuer
  • Examples:
    • IPOs
    • APOs
    • Private placements

Secondary offerings

  • Sales proceeds go to a party other than the issuer
  • Typically involve officers or directors selling personally-owned shares

PIPES

  • Private placement of public equity
  • Offered to accredited investors only
  • Typically at a discount to market value
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The IPO process

Overview

Securities Act of 1933

  • Governs the primary market
  • Requires disclosures on new issues

Exemptions

  • "Exempt" securities and transactions don't have to follow the regulations
  • "Non-exempt" securities and transactions must follow the regulations
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Preparing for the sale

Registration form

  • Issuers file with SEC prior to IPO
  • Details issuer's background and financials
  • SEC checks for completeness
  • SEC does not check the accuracy

Prospectus

  • Created with registration form info
  • Gives investors details on security

20-day cooling off period

  • Begins when the registration form is filed
  • Legal activities:
    • Distribute preliminary prospectus
    • Take indications of interest
    • Publish a tombstone
  • Illegal activities:
    • Recommend the new issue
    • Advertise the new issue
    • Sell the new issue
    • Take a deposit for the new issue

Indications of interest

  • Collected to forecast demand
  • Allowed during cooling off period
  • Not binding on customer or firm

Tombstones

  • Legal advertising in cooling off period
  • Contain this information:
    • Name of issuer
    • Type of security
    • # of shares or units to be sold
    • Gross proceeds of the offering
    • Name of lead underwriter
    • Name of syndicate members
    • Estimated public offering price

Deficiency letter

  • Issued by SEC
  • Pauses the cooling off period
  • Provided if the registration form incomplete
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Effective registration

Effective date

  • The first day the new issue can be legally sold
  • SEC provides when the registration form is reviewed and deemed complete

Common stock IPO investor restriction

  • Industry insiders may not purchase common stock IPOs
  • Industry insiders are known as "restricted persons"

Restricted persons

  • Member firms
  • Member firm employees, and:
    • Immediate family members
    • Dependents

Exception to common stock IPO restriction

  • Accounts not exceeding 10% ownership by a restricted person

Public offering price (POP)

  • Sale price of new issues

Prospectus

  • Provided to investors buying IPOs

Access equals delivery

  • Prospectus considered delivered if available publicly online
  • Issuers post prospectuses to EDGAR
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Exemptions

Registration costs & purpose

  • SEC registration requires lawyers, accountants, disclosures, filing fees
  • Purpose: ensure investors have enough info to decide
  • Securities Act of 1933 allows exemptions when investor risk is limited

Exempt securities (always exempt)

  • Government securities (US Treasury, munis, agency/mortgage securities, GO & revenue bonds)
  • Insurance company products — except variable contracts (e.g., variable annuities)
  • Bank securities — except bank holding company securities
  • Non-profit securities (charities, religious/advocacy orgs)
  • Commercial paper & banker's acceptances — exempt if maturity ≤270 days
  • Railroad ETCs (common carriers regulated elsewhere)

Exempt transactions overview

  • Exemption based on how security is sold, not the issuer/security itself
  • Three types: Regulation A+, Regulation D, Rule 147

Regulation A+ ("small dollar" offerings)

  • Up to $75 million per 12-month period
  • No prospectus; uses offering circular instead
  • Tier 1: up to $20M, SEC & state review, no audited financials required, no investor purchase limits
  • Tier 2: up to $75M, SEC review only, audited financials required, purchase limits apply (non-accredited: max 10% of net worth/income)

Regulation D ("private placements")

  • Sold to private audience, not general public
  • Unlimited accredited investors + up to 35 non-accredited investors (must acknowledge risks)
  • Accredited investor criteria:
    • Income: $200k single / $300k joint (2+ years)
    • Net worth: more than $1M (excluding primary residence)
    • Series 7, 65, or 82 license holder
    • Director, executive officer, or general partner of issuer
    • Institution with more than $5M in assets (not formed solely to buy the offering)
    • Entity where all owners are accredited
  • Investors receive offering memorandum (less detailed than prospectus)
  • Common path: private placements → growth → IPO when more capital needed

Rule 147 (intrastate offerings)

  • Avoids federal registration if sold only within one state
  • Issuer must meet at least one of four tests: 80% of revenue, 80% of assets, 80% of use of proceeds, or a majority of employees in-state
  • Issuer HQ must be in that state
  • Investors must be state residents; 6-month wait before selling to non-residents (immediate resale to in-state residents OK)

State-level regulation ("blue sky" laws)

  • Governed by Uniform Securities Act; enforced by state administrator
  • Most federal exemptions also apply at state level
  • Two state registration types: by coordination, by qualification

Notice filing (federal-covered securities)

  • Federal-covered securities: SEC-regulated only (exchange-listed, investment company/mutual funds, Rule 506 offerings)
  • No state registration; instead file a notice filing (for investment companies & Rule 506)
  • Rule 504 offerings are NOT federal-covered — must register/exempt at state level
  • Exchange-listed securities: fully preempted, no state filing needed

Registration by coordination

  • Registers with both SEC and state administrator
  • Used by smaller/less known issuers selling in multiple states (non-federal-covered)

Registration by qualification

  • State-only registration (no SEC filing)
  • Used for single-state offerings, e.g., Rule 147 exemption claims
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Rule 144

Rule 144

  • Rule covering restricted and control stock

Restricted stock

  • Stock not registered with the SEC
  • Subject to a 6 month holding period (1 year if the issuer isn't an SEC reporting company)

Control stock

  • Stock owned by an affiliate (insider)
  • Subject to volume limitations

Affiliate

  • Officer, director, or 10% shareholder
  • Security sales subject to volume limitations

Form 144

  • Filed if control or restricted stock intended to be traded in the next 90 days
  • Only must be filed if more than
    • 5,000 shares, or
    • $50,000 total value sold

Form 4

  • Filed if an insider trades control stock
  • Must be filed within 2 business days of the trade

EDGAR

  • Electronic filing system for SEC forms
  • Form 144 and Form 4 are filed on this system

QIB (qualified institutional buyer)

  • $100 million or more of investable assets

Rule 144A

  • QIBs are not subject to rule 144
  • QIBs avoid holding periods and volume limitations
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Other rules

Shelf registration rule

  • Allows issuers to quickly offer securities
  • Issuer files "blank" registration form
    • Reviewed by the SEC
    • Granted as effective if all required disclosures provided
  • The security may be sold quickly within the next 3 years
  • When the security is ready to be sold:
    • Issuer contacts SEC, provides information left "blank"
    • The security can then be sold 48 hours later
    • Allows avoidance of the 20 day cooling off period

Stabilizing bids

  • Underwriter buys IPO securities back from the market
  • Bids must be at or below POP
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Chapter 12: The secondary market

15 sections

Agency vs. principal capacity

Secondary market basics

  • Trading occurs after initial issuance (primary market already raised capital)
  • Investors trade with other investors at current market price
  • Firms earn revenue by facilitating trades, either as agent or principal

Agency capacity

  • Firm acts as broker/agent, matching customer orders with other market participants
  • Doesn't trade from own inventory
  • Earns a commission for the match

Principal capacity

  • Firm acts as dealer, trading from its own inventory
  • Often called a market maker:
    • Sells from inventory when customer buys
    • Buys into inventory when customer sells
  • Earns mark-up (sell above market price) or mark-down (buy below market price)
  • Carries risk: inventory value can decline, causing losses

Key distinction

  • Agency = commission, no inventory risk
  • Principal = mark-ups/mark-downs, inventory risk (buy low, sell high like a dealer)
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Roles

Traders

  • Buy and sell securities for clients
  • Typically work on behalf of large portfolios (e.g. mutual funds, hedge funds)

Broker-dealers

  • Buy and sell securities for clients
  • May act in an agency or principal capacity

Market makers

  • Buy and sell securities with the public
  • Acts only in a principal capacity

Agency capacity

  • Firms matching buyers & sellers
  • Commission earned
  • Associated terms
    • Brokers
    • Agents

Principal capacity

  • Firms buying and selling with inventory
  • Mark-ups and mark-downs earned
  • Associated terms:
    • Dealer
    • Market maker
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Bid & ask

Bid/ask spreads

  • Maintained by market makers
  • Provide best buy & sell prices

Bid

  • Market makers buy at the bid
  • Customers sell at the bid

Ask

  • Market makers sell at the ask
  • Customers buy at the ask

Round lot

  • 100 shares of stock

Efficient market

  • A large number of market participants
  • Small spreads and active trading
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The markets

The New York Stock Exchange

New York Stock Exchange

  • Auction market
  • DMM acts as the NYSE auctioneer
  • All trades occur in the first market

Trading ahead

  • Firm holding a customer order places a principal trade in front of it
  • Prohibited action
  • Does not apply to:
    • Executions at better prices
    • Institutional orders

Designated market maker (DMM)

  • Also known as the 'specialist'
  • Facilitates trading in NYSE stocks
  • Acts only in a principal capacity (trades for its own account)
  • The specialist it replaced in 2008 could also act as an agent

Dual-listed stock

  • Listed on a national and regional exchange
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NASDAQ

NASDAQ

  • Negotiated market
  • Made up of numerous market makers
  • Considered an OTC market

Self-regulatory organizations (SROs)

  • Granted the power to regulate markets

FINRA

  • A self-regulatory organization (SRO)
  • Regulates financial professionals
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Other OTC markets

Over-the-counter (OTC) markets overview

  • Used when stocks don't meet NYSE/NASDAQ listing standards
  • Operated mostly under OTC Markets Group
  • Evolved from old "Pink Sheets" (early 1900s stock quote publication)
  • Financial requirements (market cap, min. share price, shareholder equity) vary by market
    • Know general existence/stringency, not specifics

OTC Markets Group structure (effective July 1, 2025)

  • Four principal markets: OTCQX, OTCQB, OTCID Basic Market, Pink Limited Market
  • Expert Market (unsolicited quotes only) & Grey Market (no broker-dealer quotes): not principal markets
  • OTCBB (Over-the-Counter Bulletin Board) shut down by FINRA Nov 2021; not part of this group

OTCQX

  • Most prestigious OTC market
  • Requirements:
    • No bankrupt companies
    • No penny stocks (unlisted, trading below $5/share)
    • Must have audited financial disclosures

OTCQB

  • Known as the "venture market"
  • Designed for smaller, developing companies earlier in business cycle
  • Requirements:
    • No bankrupt companies
    • At least 50 shareholders
    • Must be audited

OTCID Basic Market

  • New tier introduced July 1, 2025 (replaces "Pink Current Information")
  • For securities not meeting NYSE/NASDAQ/OTCQX/OTCQB standards
  • Requires ongoing financial disclosure, annual certification, verified company profile

Pink Limited Market

  • Catch-all for securities not meeting other markets' requirements
  • Only the minimum disclosure SEC rules require for broker-dealer quotes
  • May include bankrupt/distressed companies or those with limited financial reporting
  • Considered very risky due to limited transparency (like Expert Market)

Second market trades

  • OTC trades of non-listed stocks (not on NYSE/NASDAQ) = second market trades
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Chicago Board Options Exchange

Chicago Board Options Exchange (CBOE)

  • Primary marketplace for options trading
  • Functions as a self-regulatory organization (SRO)
  • Oversees and regulates options market operations
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The Securities Exchange Act of 1934

Securities Exchange Act of 1934

  • Regulates the secondary market
  • Applies to non-exempt securities
  • Applies to market participants
  • Required broker-dealers to provide:
    • Balance sheets
    • Net capital computations

Anti-fraud rule

  • Part of the Securities Exchange Act of 1934
  • Applies to all securities
  • Applies to all market participants

Insider (affiliate) rules

  • Cannot sell short company stock
  • Must return short swing profits

Short swing profit

  • Capital gain made within 6 months

Penny stock

  • Non-listed stock trading for less than $5
  • Investors must receive:
    • Risk disclosure document
    • Monthly statements

Penny stock suitability statement

  • Required for solicitations
  • Not required for established customers
  • Established customer:
    • Account open for 1+ year
    • 3 unsolicited penny stock trades
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Customer orders

Market orders

Order types overview

  • Four main types: market, limit, stop, stop limit
  • All orders require specifying execution method and duration

Market orders

  • Used for immediate execution
  • No specific price set; executes at next available market price
  • Typically fills within seconds of placement

Execution vs. price guarantee

  • Execution is guaranteed — trade will occur
  • Price is not guaranteed
  • Risk increases when order placed while market is closed

Overnight risk example

  • Stock at $50 after close; major news causes open at $200
    • Buy market order fills near $200 (much higher than expected)
  • Reverse risk: sell market order could fill much lower if price drops overnight
  • Extreme moves are rare, but overnight price changes are common
  • Lesson: avoid placing market orders overnight

Order duration: day vs. GTC

  • Day orders: cancel automatically at end of trading day if unexecuted
  • GTC (good-til-canceled) orders: stay active until customer cancels (days/weeks/months)
  • Market orders default to day orders unless customer requests GTC
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Limit orders

Limit orders overview

  • Guarantee price (or better), not execution
  • Contrast with market orders, which guarantee execution, not price

Buy limit orders

  • Executes at limit price or lower
  • Fills at first available price on tape at/below limit
  • Used to try to buy stock cheaper than current market price

Sell limit orders

  • Executes at limit price or higher
  • Fills at first available price on tape at/above limit
  • If price is stated with no other qualifier, assume it's a limit order

Timeframe (applies to all order types: market, limit, stop, stop limit)

  • Day orders: cancel automatically at end of trading day if unexecuted
  • GTC (Good-Til-Cancelled) orders: remain active until customer cancels
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Stop orders

Stop orders

  • Typically utilized to "stop losses" on stock
  • Do not guarantee price or execution
  • Trigger (elect) first, then execute
  • Become market orders after trigger
  • Day or GTC orders

Sell stop orders

  • Trigger when the price falls to or below the stop price

Buy stop orders

  • Trigger when the price rises to or above the stop price
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Stop limit orders

Stop limit orders

  • Normal stop orders up until the trigger
  • After the trigger, becomes a limit order
  • Day or GTC orders
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Summary of the order types

Orders placed above current market

  • Sell limits
  • Buy stops
  • Not adjusted for cash dividends

Orders placed below current market

  • Buy limits
  • Sell stops
  • Adjusted for cash dividends

Cash dividend adjustments

  • Orders below the market adjusted downward by the amount of the dividend

DNR (do not reduce) orders

  • Never adjusted for cash dividends
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Additional order specifications

All or none (AON)

  • Fill all shares or none at all
  • Multiple attempts allowed

Immediate or cancel (IOC)

  • Fill as many shares as possible
  • One attempt allowed

Fill or kill (FOK)

  • Fill all shares immediately
  • One attempt allowed
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Customer order rules

Order tickets

  • Must be prepared prior to order entry
  • Promptly reviewed by principals
  • Changes subject to principal approval

Unsuitable customer orders

  • Must be placed if the customer insists
  • Marked unsolicited
  • Should note interaction in the customer file
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Chapter 13: Brokerage accounts

23 sections

Fundamentals

Statements

Quarterly statements

  • Can be sent by mail or electronically

Monthly statements

  • Sent if penny stocks held in account
  • Can be sent by mail or electronically

Holding mail

  • Only on the customer's written instructions giving the time period
  • Can hold customer mail for up to 3 months
  • Longer with a legitimate reason (e.g., safety, security); no set maximum
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Trade confirmations

Trade confirmations

  • Provide trade details after the transaction
  • Are sent by completion of the transaction
  • Can be sent by mail or electronically
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Customer complaints

Complaint

  • Dissatisfaction submitted in writing, including:
    • Letters
    • Emails
    • Texts
    • Instant messages
  • Forwarded to a principal for review
  • Representative and principal work together to resolve
  • Must be kept on file for 4 years at OSJ
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New accounts

Required customer information

Four critical pieces of information

  • List:
    • Name
    • Date of birth (DOB)
    • Address
    • SSN or TIN
  • Must be collected as per Patriot Act
  • Must be verified through:
    • Valid government-issued ID
    • Credit bureau database

Customer occupation

  • Must confirm if the customer is:
    • An affiliate of a publicly traded company
    • A registered financial representative
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Optional customer information

Suitability questions

  • Not required to be answered
  • Firms cannot make recommendations without this information
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Account opening

Cash accounts

  • Require full payment for transactions

Signatures on new account form

  • Customer does not sign
  • Registered representative may sign if servicing account
  • Principal must sign to approve the account

Required firm actions

  • Must confirm customer info within 30 days of account opening
  • Must confirm customer info every 3 years

Arbitration agreements

  • Forces customer disputes to binding arbitration facilitated by FINRA
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Account registrations

Individual accounts

Individual accounts

  • Accounts owned by one party
  • Subject to probate without TOD

Transfer on death (TOD)

  • Account with a listed beneficiary
  • Avoids probate

Probate court

  • Determines the distribution of estate assets

Dying testate

  • A person dies with a valid will in place
  • Will appoints estate executor
  • Executor petitions probate court for letters testamentary
  • Letters testamentary confirm executor's status to firm maintaining custody

Dying intestate

  • A person dies without a valid will in place
  • Probate court appoints estate administrator
  • Letters of administration confirm administrator's status to firm maintaining custody

Death reporting to firm

  • All open orders canceled
  • Account marked as deceased and restricted
  • Firm awaits death certificate and estate documents (if necessary)

Typical document requirements to claim accounts

  • Certified death certificate
  • Letters testamentary (if no TOD and died testate)
  • Letters of administration (if no TOD and died intestate)
  • Inheritance tax waiver (if decedent resided in state with estate tax)

Numbered accounts

  • Account owner or account referred to by string of numbers (e.g., Customer #45295923)
  • Allows the customer to maintain anonymity
  • Customer must provide written attestation of ownership
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Joint accounts

Joint WROS accounts

  • Provide equal ownership to all parties
  • Surviving owner(s) inherit the account
  • Avoids probate

Joint TIC accounts

  • Provide specific ownership allotments
  • Deceased owner portions go to the estate
  • Subject to probate

Joint accounts

  • Any joint owner can:
    • Trade
    • Receive mail
    • Manage the account
  • All joint owner names must be on checks
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Power of attorney

Power of attorney (POA)

  • Allows a third party to act on behalf of account owner(s)
  • Referred to as trading authorization
  • Ceases at account owner's death
  • Can be revoked at any time

Limited POA

  • Third party can place trades in the account
  • Third party cannot request withdrawals

Full POA

  • Third party can place trades
  • Third party can request withdrawals

Non-durable POA

  • Ceases at account owner incapacitation

Durable POA

  • Survives account owner incapacitation
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Discretionary accounts

Discretionary accounts

  • Provide POA to financial professionals
  • Type of fiduciary account

Discretionary trade

  • Involves professional choosing one of:
    • Asset
    • Action.
    • Amount
  • Not discretionary trade (if same day):
    • Price
    • Time
  • Must be approved promptly in writing by a principal

Fiduciaries

  • Act in the best interest of the account owner

Wrap accounts

  • Type of discretionary account
  • All fees wrapped into one
  • Investment adviser product
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Custodial accounts

UGMAs and UTMAs

  • Custodial accounts set up for minors
  • Type of fiduciary account
  • One custodian per account
  • One minor per account
  • Taxes reported under the minor's SSN
  • Contributions are irrevocable gifts to minor
  • Account may not be transferred to another beneficiary
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Guardianship accounts

Guardianship accounts

  • Accounts for the incapacitated
  • Managed by court-appointed guardians
  • Type of fiduciary account
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Trust accounts

Trust accounts

  • Setup for the benefit of a specific party
  • Type of fiduciary account
  • Eligible for margin if specifically authorized in the trust agreement

Grantor

  • Creates and funds the trust

Trustee

  • Manages the trust for beneficiaries
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Business accounts

Partnership account

  • Business account for a partnership
  • Requires a partnership agreement
  • Not considered joint accounts

Corporate account

  • Business account for a corporation
  • Required to open:
    • Corporate resolution
    • Corporate charter

Corporate resolution

  • Names employees who can act on behalf of the business account
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Prime brokerage accounts

Prime brokers

  • Provide services to large customers:
    • Maintain custody
    • Record keeping
    • Send trades to various firms
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Margin accounts

Overview

Margin accounts

  • Borrow money for investment (leverage)
  • Only suitable for risk-tolerant investors
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Opening a margin account

Margin agreement components

  • Hypothecation agreement
  • Credit agreement
  • Loan consent form

Hypothecation agreement

  • Investor pledges securities as collateral
  • Must be signed by the customer
  • Firms rehypothecate securities to the bank

Regulation U

  • Governs B/D to bank relationship
  • SEC rules (not Regulation U) let B/Ds rehypothecate 140% of debit

Credit agreement

  • Margin loan details and specifics
  • Must be signed by the customer

Loan consent form

  • Allows B/D to lend out securities
  • Does not have to be signed

Commingling securities

  • Allowed for margin account securities
  • Prohibited for cash account securities
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Deposit requirements

Regulation T & FINRA margin rules

  • Regulation T (under Securities Exchange Act of 1934, enforced by Federal Reserve): requires 50% initial deposit on margin purchases
  • FINRA minimum: $2,000 equity to open margin position
  • Deposit required = greater of Reg T (50%) or FINRA minimum ($2,000)
  • If purchase ≤ $2,000: deposit 100% (treated like cash account)
  • Deposit tiers:
    • ≤$2,000 → full amount
    • $2,000–$4,000 → $2,000
    • ≥$4,000 → 50% (Reg T)
  • Fully-paid marginable securities can substitute for cash: post 2x the cash deposit requirement in securities

Short account margin rules

  • Short sales carry unlimited loss potential (price can rise indefinitely)
  • Deposit requirement = greater of 50% or $2,000, same as long, but:
    • Even small short sales (<$2,000) always require $2,000 minimum
    • Differs from long purchases, which allow full-amount deposit if under $2,000

Marginable securities & accounts

  • Marginable = can be purchased with borrowed funds or used as collateral
  • Marginable examples: exchange-listed stocks (incl. NASDAQ), government/municipal/corporate debt, primary offerings after 30-day seasoning, LEAPS with >9 months to expiration, warrants
  • Non-marginable: unlisted OTC stocks, primary offerings <30 days old, options ≤9 months to maturity, insurance products (annuities), rights
    • Non-marginable securities must be paid in full but can still serve as collateral once seasoned
  • Margin not permitted in: custodial (UGMA/UTMA), guardianship, trust (unless authorized), education plans (529/Coverdell), retirement accounts
    • Exception: some "limited margin retirement accounts" allow bypassing settlement (not full margin borrowing) — generally untested, assume retirement = no margin

Regulation T settlement

  • Reg T settlement = 2 business days after regular-way settlement
  • Deadline for delivering cash (purchase) or securities (sale)
  • If not met, broker-dealer must either:
    • Request SRO (usually FINRA) extension, or
    • Liquidate position and freeze account
  • Frozen accounts: still usable but require funds available upfront before any purchase
  • Freeze duration: 90 days
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Equity

Long equity formula

  • LMV - debit = equity
  • LMV is the long market value
  • Debit is the amount borrowed
  • Equity is the account's net worth

Short equity formula

  • Credit - SMV = equity
  • Credit is the amount sold short plus the amount deposited
  • SMV is the short market value
  • Equity is the account's net worth
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Minimum maintenance

Minimum maintenance overview

  • Margin accounts use leverage: losses and gains both amplified
  • Minimum maintenance prevents accounts from deteriorating too far against investor
  • Protects broker-dealer from unpaid loans or unwanted short positions

Minimum maintenance for long accounts

  • Equity % formula: Equity %=Equity ($)/LMV\text{Equity \%} = \text{Equity (\$)} / \text{LMV}
  • Equity ($) = LMV minus debit balance
  • FINRA (not the Fed) sets minimum maintenance requirements
  • Long accounts: minimum 25% equity required
  • If equity falls below minimum, investor/broker-dealer must deposit cash/securities or sell securities
  • Falling market price lowers LMV and equity %, increasing broker-dealer risk

Restricted accounts

  • Account becomes "restricted" when equity falls below 50%
  • In restricted accounts, half of any sale proceeds must go toward reducing the debit balance
  • Differs from unrestricted accounts, where full proceeds could be withdrawn

Minimum maintenance for short accounts

  • Equity ($) = credit balance minus SMV
  • Equity % = equity ($) divided by SMV
  • Short accounts require minimum 30% equity (vs. 25% for long accounts)
  • Account is "underwater" if SMV exceeds credit balance
  • Correct deficiency by depositing more funds or closing out short position

Intraday margin standard for day traders

  • FINRA Rule 4210 (effective June 4, 2026): day traders must maintain equity matching real-time market exposure throughout the day, not just at close
  • Deficits must be met promptly (funds/securities), no extended grace period
  • Persistent failure to meet intraday calls can trigger account restrictions

Pattern day trader (retired rule)

  • Old rule: 4+ day trades in 5 business days = "pattern day trader" (PDT)
  • Required minimum $25,000 equity
  • Day-trading buying power capped at 4x maintenance margin excess
  • Replaced by the intraday margin standard (real-time exposure based)
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Options accounts

Five steps to open an options account

  1. Customer fills out the new account form
  2. Financial representative provides ODD
  3. Account is approved by an options supervisor
  4. First trade "opens" the account
  5. Customer returns signed options agreement within 15 days

Customer information & suitability

  • Firm must request background and financial information
  • Information will be used to determine if:
    • Account will be approved
    • What level of option trading will be allowed
  • Information is confirmed by a negative confirmation letter
    • Sent to the customer within 15 days
    • Customer only responds if the information is incorrect

Options disclosure document (ODD)

  • Discloses characteristics, risks, and benefits of options
  • Must be delivered prior to options discussion with retail investors

Options agreement

  • Confirms the investor:
    • Received the ODD
    • Will abide by OCC rules
  • Signed & returned within 15 calendar days
  • Closing transactions only if not returned within 15 calendar days

Registered options principal (ROP)

  • Series 4 license holder
  • Principal supervisor overseeing options activity
  • May approve options accounts

General Securities Sales Supervisor

  • Series 9/10 license holder
  • Principal supervisor overseeing general brokerage activity
  • May approve options accounts
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Other account specifications

SIPC insurance

SIPC insurance

  • Coverage in case of broker-dealer failure
  • Coverage:
    • Up to $500k per registration
    • No more than $250k in cash
  • Confirmation of SIPC insurance required:
    • At account opening
    • Annually after account opening
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Business continuity plans

Business continuity plans (BCPs)

  • Protocols during business disruptions
  • Provided to customers:
    • Upon account opening
    • Upon written request
    • On the firm's website
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Chapter 14: Retirement & education plans

7 sections

Generalities

Contributions

  • Must be made in cash only (no securities/assets)
  • Deductible contributions: reduce taxable income immediately (most qualified plans)
  • Non-deductible contributions: after-tax funds, no immediate tax benefit
  • Most plans are tax-deferred (exceptions: Roth IRA/401(k))

Eligible investments

  • Prohibited: short sales, margin, uncovered/naked options, collectibles, art
  • Municipal bonds generally not ideal (lose tax benefit advantage inside already tax-sheltered account)
  • Allowed: stocks, bonds, mutual funds, UITs, US government-issued coins

Distributions

  • Withdrawals can generally be taken anytime
  • Penalties possible for early or missed required withdrawals
  • Taxed as ordinary income at investor's marginal tax bracket

Penalties

  • Excess contribution penalty: 6% annually on amount over contribution limit
    • 2026 IRA limit: $7,500 (under 50); $8,600 (50+, includes $1,100 catch-up)
  • Early withdrawal penalty: 10% if taken before age 59½, plus ordinary income tax
    • Exceptions (no 10% penalty, but taxes still owed): disability, death (inherited accounts), first-time home purchase, education expenses, certain medical expenses, birth/adoption (QBAD up to $5,000)
  • Required Minimum Distributions (RMDs):
    • Begin at age 73 (75 if born in 1960 or later)
    • Calculated using year-end balance ÷ life expectancy factor (uniform life expectancy table)
    • First RMD deadline can be delayed to April 1 of following year
    • Missed RMD penalty: 25% (reduced to 10% if corrected within two years)
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Rules

Qualified vs. non-qualified plans

  • Qualified plans meet legal requirements, governed by ERISA (private employers)
  • Qualified plans offer substantial tax benefits to employer and employee
  • Non-qualified plans lack these protections/benefits

Pre-tax contributions

  • Reduce reported taxable income for the year
    • Example: $100,000 salary − $5,000 contribution = $95,000 taxed
  • Payroll deductions often deposited without immediate taxation
  • Distributions generally taxed later in retirement
  • Exception: Roth 401(k)s don't use pre-tax contributions

Why employers offer qualified plans

  • Tax advantages make them attractive for recruiting/retention
  • Must comply with ERISA to qualify
  • ERISA protects employee retirement assets from employer misconduct/mismanagement

ERISA standard: Minimum participation/non-discrimination

  • Can't favor highly compensated employees/owners
  • Can exclude certain employee groups if plan passes IRS minimum coverage tests
  • Maximum eligibility limits: age 21+ and one year of employment (1,000+ hours)
    • These are ceilings, not floors — earlier eligibility allowed

ERISA standard: Reporting and disclosure

  • Plan details must be provided in writing
  • Employees receive annual updates

ERISA standard: Funding

  • Defined benefit plans must be adequately funded

ERISA standard: Vesting

  • Employer-provided benefits (e.g., matching contributions) must vest within a reasonable period
    • Typically 5 years or less
  • Employee's own contributions are always 100% vested immediately

Plan document

  • Required before plan offered to employees
  • Defines contribution rules, employer benefits, vesting schedule, investment options, beneficiary rules, distribution guidelines

Fiduciary

  • Administers plan per the plan document
  • Owes duty of care/trust; must act primarily for participants' benefit
  • Prioritizes plan participants' interests over the organization's
  • Can be an internal employee (executive/board member) or third party

IRS approval process

  • Plan document + fiduciary appointment submitted to IRS for approval
  • Once approved, plan can be offered to employees
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Workplace plans

Defined benefit plans

  • Varying contributions made over time
  • Defined retirement benefit
  • Most beneficial for employees:
    • With higher salaries
    • Closest to retirement age

Pensions

  • Common form of defined benefit plan
  • Pay retirement income until death

Unfunded pension liabilities

  • Payouts exceed assets (forecasted)

Defined contribution plans

  • Defined contributions
  • Unknown benefit at retirement

401(k) plan

  • Qualified retirement plan
  • For private (non-government) companies

Solo 401(k) plan

  • Qualified retirement plan
  • For private (non-government) self-employed businesses with no employees
    • Working spouses do not count

403(b) plan

  • Qualified retirement plan
  • For non-profit organizations
  • Also known as tax-sheltered annuities

Keogh (HR-10) plans

  • Qualified retirement plan
  • For self-employed businesses
  • 2026 contribution limit is lesser of:
    • $72,000
    • 25% of income

Profit-sharing plans

  • Qualified retirement plan
  • Employer shares a portion of profits
  • Employer under no obligation to contribute

Money purchase plans

  • Qualified retirement plan
  • Employer must contribute a fixed percentage of salary annually

SEP and SIMPLE IRAs

  • Qualified retirement plans
  • For small businesses
  • Higher contribution limits than traditional or Roth IRAs

Deferred compensation plan

  • Non-qualified retirement plan
  • Allows senior employees to defer compensation, invest it, and receive it in retirement

457 plan

  • Government & certain non-profit retirement plan
  • Allows pre-tax contributions and tax-deferred growth
  • No early withdrawal penalty
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Individual retirement accounts (IRAs)

Individual Retirement Accounts (IRAs)

  • Personal retirement savings vehicles outside employer plans
  • Two main types: Traditional IRAs and Roth IRAs

Traditional IRAs

  • Non-qualified but function like qualified plans
  • Contributions may be tax-deductible; distributions taxed as ordinary income
  • Non-deductible contributions: only growth taxed on withdrawal (basis returned tax-free)

Traditional IRA Contribution Limits

  • 2026 limit: lesser of $7,500 or earned income
  • Must have earned income (wages, salaries, tips, bonuses, commissions, self-employment, royalties) to contribute
  • Contributions for a tax year allowed until following year's tax-filing deadline (~April 15)

Spousal IRAs

  • Working spouse can contribute to non-working spouse's IRA
  • Allows non-working spouse to have IRA contributions despite no earned income

Catch-Up Provision

  • Age 50+ can contribute additional $1,100/year
  • 2026 total limit for 50+: $8,600 ($7,500 + $1,100)

Deductibility of Traditional IRA Contributions

  • Not covered by workplace plan: always fully deductible
  • Covered by workplace plan + low income: fully deductible
  • Covered by workplace plan + high income: partially or not deductible
    • Phaseout ranges exist (not required to memorize exact numbers for exam)

Roth IRAs

  • Contributions made after-tax (non-deductible)
  • Growth is tax-sheltered; qualified withdrawals are tax-free
  • Same $7,500 contribution limit (combined with traditional IRA contributions)
  • Catch-up: additional $1,100 for age 50+
  • High-income earners may be phased out or ineligible to contribute (exact numbers not required for exam)

Roth IRA Distributions

  • Tax-free withdrawal requires: age 59 ½+ AND account open 5+ years (five-year aging period)
  • Five-year period starts Jan 1 of year of first contribution
  • Age 59½+ but before 5-year mark: pay ordinary tax on gains, no 10% penalty
  • Ordering rule: withdrawals treated as contributions (basis) first, then earnings
    • Contributions can be withdrawn anytime, tax- and penalty-free
  • No Required Minimum Distributions (RMDs) for Roth IRAs

Roth 401(k)s

  • Same tax treatment as Roth IRA: after-tax contributions, tax-free qualified withdrawals, no RMDs
  • Same age 59½ and five-year rules apply
  • Unlike Roth IRA, considered a qualified workplace plan and governed by ERISA

Inherited IRAs

  • IRS requires eventual distribution of inherited IRA assets (cannot stay tax-sheltered indefinitely)
  • Two beneficiary categories: spousal and non-spouse

Spousal Beneficiary Options

  • Claim IRA as own: roll into own IRA, no RMDs required if under 73, but 10% penalty possible if withdrawn before 59½
  • Claim as inherited IRA: required distributions (annual RMDs or full distribution within 10 years), no early withdrawal penalty

Non-Spouse Beneficiary Options

  • Two types: eligible designated beneficiary (minor child, disabled, chronically ill, or ≤10 years younger than decedent) vs. designated beneficiary (all others)
  • Must claim as inherited IRA; no 10% penalty but distributions required
  • Eligible designated beneficiaries: may take RMDs over lifetime
  • All others: must distribute all assets within 10 years
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Variable life insurance

Variable life insurance

  • Coverage for the entire life of the policyholder
  • Fixed premiums
  • Guaranteed death benefit
  • Cash value invested in the separate account
  • Cash value grows based on investment performance
  • Policyholder subject to investment risk
  • Cash value may be
    • Withdrawn or borrowed
    • Returned to the insurance company upon death
    • Kept upon surrender of the policy
    • Retained and potentially paid with a death benefit
  • Considered a security
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Variable annuities

Variable annuities

  • Unlimited non-deductible contributions
  • Contribution options:
    • Lump sum
    • Periodic contributions
  • Offers tax-deferred growth
  • Distributions taxable above basis

Immediate annuity

  • Investor contributes a large lump sum
  • Immediately annuitizes and receives payments

Deferred annuity

  • Investor contributes over time
  • Takes withdrawals or annuitizes later in retirement

Accumulation phase

  • When contributions are made
  • Death benefit applies

Death benefit

  • Beneficiary keeps GREATER of:
    • Amount invested
    • Account value
  • Applies if the account owner dies during the accumulation phase

Variable annuity insurance company risks

  • Mortality risk
    • Investor dies earlier than expected, triggering the death benefit
  • Expense risk
    • Business expenses rise
  • Longevity risk
    • Investor lives longer than expected, forcing annuity payments to be paid longer

Separate account

  • Where assets are held
  • Customer in control of investing
  • Investment choices:
    • Equity-based portfolios
      • Hedge against inflation
    • Debt-based portfolios
      • Subject to inflation risk

Distribution phase

  • Investor receives income in retirement
  • Non-annuitization options
    • Lump sum
    • Periodic payments
  • Annuitization options:
    • Straight life annuity
    • Life with period certain
    • Joint and last survivor
    • Unit refund

Non-qualified annuity taxation

  • Growth is taxable as ordinary income
  • Withdrawals (non-annuitization)
    • Growth is distributed first (LIFO)
  • Annuitization
    • Basis and growth distributed simultaneously
    • Taxed on a "pro-rata" basis (a.k.a. exclusion ratio)
  • Not subject to RMDs

Qualified annuity taxation

  • All distributions taxed (growth and basis) as ordinary income
  • Subject to RMDs starting at age 73

Fixed annuities

  • Like a variable annuity, but:
    • Not a security
    • General account instead of a separate account
    • More exposed to inflation risk
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Education & other plans

Coverdell ESAs

  • Savings accounts for child's educational expenses
  • Cover virtually all types of education
  • Assets grow tax-deferred

Coverdell ESA contributions

  • $2,000 per person per year limit
  • Non-deductible
  • Can no longer be made at age 18

Coverdell ESA distributions

  • Not taxable if used for education
  • Full distribution or rollover by age 30
  • Rollovers only to family members
  • Penalties if not used for education:
    • Ordinary income taxes on gains
    • Additional 10% penalty

529 plans

  • Also known as qualified tuition programs (QTPs)
  • State-sponsored education savings plans
  • Assets grow tax-deferred
  • Assets invested in state-approved funds
    • Plan participant may make two changes annually
  • Cover college expenses
  • Cover up to $20,000 of qualified K-12 education expenses annually
  • May move to another state plan once per calendar year

529 plan parties

  • Plan participant
    • Controls and manages plan for a beneficiary
  • Beneficiary
    • Person receiving plan assets to pay for education

Prepaid tuition plans

  • Pays for future tuition costs at today's rates

College savings plans

  • Assets grow tax-deferred in funds

529 plan contributions

  • Subject to gift taxes
    • $19,000 annual gift tax exemption
  • Generally non-deductible
  • Some states allow for state tax deduction

529 plan distributions

  • Tax-free if used for education expenses
  • Penalties if not used for education:
    • Ordinary income taxes on gains
    • Additional 10% penalty on gains

ABLE accounts

  • Savings plans for people with disabilities
  • Must be disabled by age 46 to qualify (as of 2026)
  • After-tax contributions
  • Tax-sheltered growth
  • Qualified distributions are tax-free
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Chapter 15: Rules & ethics

13 sections

The regulators

Securities and Exchange Commission (SEC)

  • Prominent securities industry regulator
  • Regulates the primary and secondary markets
  • Enforces:
    • Securities Act of 1933
    • Securities Exchange Act of 1934
    • Investment Company Act of 1940
  • Main goals:
    • Protect investors
    • Maintain fair, orderly, and efficient markets
    • Facilitate capital formation

Financial Industry Regulatory Authority (FINRA)

  • Regulates the financial industry and its participants

U-4

  • Registration form for persons in finance
  • Filled out and filed when joining a firm
  • Requires extensive background information
  • Must be updated if information changes
  • Arbitration agreement is embedded

Fingerprinting

  • All applicants must submit fingerprints during the registration process
  • Fingerprints used in FBI background checks
  • Fingerprints must be submitted within 30 days of U-4 submission

Statutory disqualifications

  • Events that may prevent or revoke a registration
  • Most commonly cited:
    • Any felony conviction in the past 10 years
    • Securities-related misdemeanor in the past 10 years
    • Punishment from other regulators

U-4 updates

  • General updates - filed within 30 days
  • Statutory disqualification event - filed within 10 days

U-5

  • Removes registration status
  • Filled out and filed when leaving a firm

U-6

  • Reports the following:
    • Disciplinary actions
    • Reportable events
    • Arbitration results

Municipal Securities Rulemaking Board (MSRB)

  • Self-regulatory organization governing the municipal markets
  • Writes municipal regulations, does not enforce
  • Enforces MSRB rules (securities firms):
    • SEC
    • FINRA
  • Enforces MSRB rules (banks):
    • The Federal Reserve Board
    • Office of Comptroller of the Currency
    • Federal Deposit Insurance Corporation (FDIC)

Municipal finance professional

  • Firm employee involved in municipal:
    • Research
    • Advising
    • Underwriting
    • Communications
  • Not an MFP if limited to retail sales only

Political contributions by firms and MFPs

  • A contribution to an issuer official triggers a 2-year ban on municipal business with that issuer
  • Exception: an MFP may give up to $250 per election to an official they can vote for
  • Any amount from the firm itself, or to an official the MFP can't vote for, creates the ban

North American Securities Administrators Association (NASAA)

  • Regulates financial industry at the state-level
  • Enforces provisions of the Uniform Securities Act
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Prohibited activities

Market manipulation

Market manipulation

  • Artificially influencing security prices

Painting the tape

  • Creating a false appearance of trading activity
  • Also known as:
    • Matched orders
    • Wash trades

Marking the open

  • Placing orders prior to market open solely to influence the price

Marking the close

  • Placing orders prior to market close solely to influence the price

Spreading rumors

  • Spreading misinformation in order to manipulate a security price

Pump and dump

  • Spreading information in order to manipulate a security price upwards
  • Once the price rises, the culprit sells and "cashes in"

Free riding

  • Buying a security and selling it before making payment with settled funds
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Unethical activities

Interpositioning

  • Creating an unnecessary middleman

Backing away

  • Providing firm quote, but not fulfilling it

Frontrunning

  • Placing a personal order just prior to a large customer order

Trading ahead

  • Placing a personal order just prior to a research report release

Guaranteed security

  • Security with backing from a third party (e.g. insurance)
  • Guaranteed by the third party:
    • Interest
    • Dividends
    • Principal

Performance guarantees

  • Always unethical and prohibited

Churning

  • Excessive trading to generate commissions rather than to serve the client's investment goals
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Insider trading

Insider trading

  • Trade based on material non-public info
  • Both tipper and tippee liable for penalties
  • Subject to treble damages in civil court
  • Individual criminal penalties:
    • Up to a $5 million fine
    • Up to 20 years in jail
  • Firm criminal penalties:
    • Up to a $25 million fine
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Ethical duties

Protecting vulnerable investors

Trusted contact person

  • Close friend or family member of the investor
  • May be contacted if the representative suspects exploitation, fraud, or diminished capacity
  • Must be at least 18 years old

Fund disbursement holds

  • Firm may restrict transactions & withdrawals if suspecting fraud or exploitation
  • Original hold is 15 business days
  • May extend hold another 10 business days if additional time is needed
  • May extend hold another 30 business days if the matter is reported to a state regulator, agency, or court

"Red flag" investments

  • Investments with:
    • High risk
    • Low liquidity
    • Complex components
  • Generally avoid recommending these to senior investors

Unethical activities with senior investors

  • Creating fake designations

Elder abuse

  • Abuse of a senior citizen in some form
  • Must be reported if suspected
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Recognizing illegal activities

Money laundering

  • Concealing the source of illegal funds
  • Stages:
    • Placement
    • Layering
    • Integration

Bank Secrecy Act

  • Requires firms to implement anti-money laundering programs

Anti-money laundering (AML) programs

  • Trains professionals to identify money laundering
  • Firms must appoint an AML officer

Currency transaction reports (CTRs)

  • Filed if more than $10,000 cash is involved in a transaction

Structuring

  • The illegal act of transferring funds just under $10,000 to avoid CTR reporting

Suspicious activity reports (SARs)

  • Filed if suspicious activity is identified

Specifically designated nationals (SDN) list

  • List of people identified as:
    • Controlled by hostile countries
    • Terrorists
    • Drug traffickers
  • Maintained by OFAC
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Other laws & regulations

Regulations

Regulation S-P

  • Protects customers' personal/private (non-public) info at financial firms
  • Non-public info includes: SSNs, suitability info, account balances, cookie data
  • Must disclose to customers when info shared with third parties
    • Disclosures required at account opening and annually
    • Annual notice exception: only shares under no-opt-out exceptions and no policy changes since last notice
  • Must provide easy opt-out feature (e.g., checkboxes); no burdensome processes allowed
  • Requires written incident response program for data breaches
    • Covers oversight of service providers; providers must notify firm within 72 hours of breach
    • Firm must notify affected customers ASAP, no later than 30 days after awareness (unless harm unlikely)

Regulation M

  • Prevents market manipulation during new securities offerings
  • Targets underwriters and issuers
  • Restrictions tiered by security's size/liquidity to ensure fair market pricing

Regulation S

  • Exempts offshore securities offerings from SEC registration under Securities Act of 1933
  • Keeps foreign offerings separate from U.S. markets
  • Imposes resale restrictions to prevent quick flow back into U.S.
    • Debt securities (most reporting issuers): typical 40-day distribution compliance period
    • Other cases: resale restrictions may range 6–12 months depending on issuer/security type
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Telephone Consumer Protection Act

Telephone Consumer Protection Act (TCPA)

  • Prevents unwanted phone calls
  • Covers phone transmissions, including:
    • Phone calls
    • Robo-calls
    • Faxes (facsimile)
  • Financial professionals must check do-not-call lists prior to calling
  • Calls must be made between 8:00am and 9:00pm in the time zone of the prospect
  • Financial professionals must disclose:
    • Name
    • Firm's name
    • Phone number or address
  • Existing relationships (business within 18 months): no national do-not-call list check and no calling-hours limit, but the firm's own list still applies
  • Customer asks to be contacted: no national list check for 3 months, and no calling-hours limit on a call the customer invites
  • Does not apply to:
    • Non-profits
    • Non-business ventures
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Public communications

Correspondence

  • Written communication sent to 25 or fewer retail investors in 30 days
  • Not filed with FINRA
  • No principal pre-approval is required
  • Subject to review

Retail communications

  • Written communication sent to more than 25 retail investors in 30 days
  • Filed with FINRA
  • Principal pre-approval required

Institutional communications

  • Written communications with institutions
  • Not filed with FINRA
  • No principal pre-approval is required
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Proxy rules

Proxy disbursement

  • Requirement for firms if securities held in street name
  • Firms are reimbursed for forwarding costs
  • Firms may vote on minor issues if proxy not returned
  • Firms will vote according to issuer's recommendation if signed proxy returned with no votes
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Licenses & CE

Regulatory Element CE

  • Facilitated by FINRA
  • Educates and tests the rep's understanding of ethics and compliance
  • Must be completed annually
  • If not completed on time, the rep's registration becomes inactive

Firm Element CE

  • Facilitated by member firms
  • Educates and tests the rep's understanding of ethics and compliance
  • At a minimum covers professional responsibility and the rep's role, activities, or responsibilities
  • Must be completed annually

FINRA's Financial Professional Gateway (FinPro)

  • Online registration resource platform, which allows:
    • Access to CRD information
    • Scheduling of qualification exams
    • Enrollment in the Maintaining Qualifications Program (MQP)
    • Taking required Regulatory Element CE
    • Review and downloading of Form U-5

Financial license lapse

  • Occurs if out of the industry for more than 2 years (most licenses)
  • SIE exam license lapses after 4 years out of the industry

Maintaining Qualifications Program (MQP)

  • Extends lapse period on FINRA licenses to 5 years
  • Requirements:
    • Must be registered for at least one year before termination
    • Must participate within two years of termination
    • CE must be completed by due dates
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Registered representative rules

Outside brokerage accounts

  • Must be disclosed to firm within 30 days of association
  • Includes accounts the representative maintains a "beneficial interest" in

Outside business activities

  • Agents must inform their employer if making money outside of the firm
  • Firm can bar an employee from activity if a conflict of interest exists

Private securities transaction

  • Securities transaction facilitated by rep outside of employing firm
  • Requirements:
    • Must notify firm in writing
    • Firm must keep a record of the transaction
    • Written approval is required if the rep is compensated

Selling away

  • Performing a private securities transaction without notifying the firm
  • FINRA violation / prohibited action

Business gifts

  • Limited to $300 per person, per year

Business entertainment

  • Costs related to entertaining clients
  • May exceed the $300 gift limit
  • Cannot be excessive

Lending arrangements with customers

  • Reps generally cannot borrow from or lend money to customers
  • Does not apply to:
    • Clients in the business of lending money
    • Personal relationships

Sharing accounts with customers

  • Reps generally cannot share accounts with customers, unless:
    • Written approval granted by firm
    • Written approval granted by customers
    • Gains and/or losses are shared proportionately

Disputes with employing firms

  • Typically subject to arbitration
  • Workplace discrimination and sexual harassment may involve lawsuits

Payments to unregistered persons

  • Firms may continue to pay retired personnel
  • Written agreement must be in place
  • Former representative may not:
    • Solicit new business
    • Open new accounts
    • Service old accounts
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Record retention requirements

3-year retention

  • Employee records (Form U-4, Form U-5, fingerprint records)
  • Trade confirmations and customer statements
  • Public communications (correspondence, retail, institutional)
  • Trial balances

4-year retention

  • Customer complaints (FINRA/general questions)
    • Note: MSRB complaints require 6 years

5-year retention

  • Currency transaction reports (CTRs)
  • Suspicious activity reports (SARs)
  • Customer identification program (CIP) information

6-year retention

  • Customer account records (new account forms, agreements, trading authorizations)
  • Customer complaints (MSRB)
  • Blotters (internal trading records)

Lifetime retention

  • Stock certificates
  • Partnership agreements
  • Articles of incorporation
  • Meeting minutes
    • Use acronym SPAM to remember

General rule

  • Any record from the past 2 years must be readily accessible
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SIE exam at a glance

Questions
75 multiple-choice questions
Time
1 hour 45 minutes
Passing score
70% (53/75)
Exam fee
$100
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