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What does FinCEN stand for?
What do they do?
Financial Crimes Enforcement Network
They prevent and punish money laundering and related financial crimes.
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what is nonsystematic risk?
what is an example of non systematic risk?
A risk that applies to a specific issuer
a risk within a business that represents a specific threat to that company. Also market and purchasing power
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What is the relationship between the USA PATRIOT Act, broker-dealers, and FinCEN?
the act requires financial institutions like broker-dealers to report questionable events or transactions to FinCEN.
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A call feature attached to a bond allows...
give an example of when this would be beneficial
an issuer to call in a bond before maturity at times that will benefit the issuer.
if interest rates drop (say from 6% to 4%) while an issuer has an outstanding bond, they can call in the higher rate bond and reissue a new bond at a lower payout rate.
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Securities and Exchange Commission Rule 144 regulates...
specifically...
the sale and control of restricted securities in the secondary market.
the holding period, quantity limitation, manner of sale, and filing procedures
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What is a BCP? How often should it be reviewed and updated?
A Business Continuity Plan that all FINRA firms must have relating to emergency or significant business disruption
Review and update annually
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what is free riding?
what is the penalty?
buying shares and selling them before the purchase is settled.
the account will be frozen for 90 days
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A quote for Seabird Airlines (SBRD) is 17 B 17 ½ A 5 x 5. A customer would be able to sell how many shares and at what price?
500 shares at $17 a share
A quote is the bid and ask prices followed by the size on each side. A customer sells at the bid ($17) and the size is in round lots (5 × 100 = 500 shares).
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what is earned income?
what is NOT earned income?
income received from a job or self employment.
income from investments and government benefits is NOT earned income
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what is the code of arbitration
a FINRA rule that focuses on disputes in the industry and with customers who have filed a predispute agreement
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what does the code of arbitration cover?
disputes over money between representatives, member firms, banks, and customers.
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what is the POP formula?
NAV (net asset value) + SC (sales charge) = POP (public offering price)
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what is T+1 and what does it apply to?
the regular way settlement for everything except money market securities.
T+1 is trade date plus 1 business day
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how is NAV caluclated
Net assets (total assets - total liabilities) divided by outstanding shares
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what is the difference in liquidity between the capital market and the money market?
The capital market is more rewarding but geared toward medium to long-term investing, requiring more time for businesses to grow before realizing returns.
The money market is a less risky short term lending system used for putting spare cash to work for day to day operations.
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what is the RMD?
The required minimum distribution.
the minimum amount you must withdraw from your retirement account after a certain age to avoid a tax penalty.
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What does failure to meet to RMD result in?
a 25% tax penalty on the difference of the RMD and the actual money taken out.
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what are convertibles? how do they reduce the risk of inflation?
securities (usually bonds or preferred stock), that can be converted into common stock.
The ability to convert to common stock, which tends to keep pace with inflation, offsets this risk
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What is the OTC market?
examples of securities on here?
the over the counter market is where unlisted securities go in the secondary market.
examples are corporate bonds, municipal bonds, treasury debt, and unlisted stocks
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what happens to common shareholders in the event of bankruptcy?
they are not guaranteed anything and paid back last,
but have limited liability status meaning they can't held liable for any remaining corporate debts
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What does the DTC do?
more specifically they....
The Depository Trust Company serves the custody needs of the largest U.S. securities industry participants and some foreign entities as well.
provide safekeeping through electronic record-keeping of securities balances and act as a clearinghouse to process and settle trades in corporate and municipal securities.
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what is the DTC's relationship with the SEC and Federal Reserve System?
The are registered with the SEC and a member of the Federal Reserve System
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What were 2 main goals of the Securities Act of 1933?
More importantly, how did they achieve this?
To establish transparency in financial statements and to establish laws against misrepresentation and fraudulent activities.
They achieved this by requiring companies to register with the SEC and follow registration requirements such as offering a prospectus
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What is an exempt transaction?
example?
transactions that do not require registrations to be filed
Treasury Bonds
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tax difference between short and long term capital gains?
since short term is less than 1 year, these are taxed as ordinary income based on AGI
Long term is taxed at a lower rate than ordinary income and changes every year
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what bet is the party who is short an option contract making?
that the stock underlying the option will decline in price before the option expires and collect the premium. If it doesn't, the seller has to buy the shares at the current price and sell them to the buyer at the strike price
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nominal yield vs current yield
nominal yield is the ratio of interest earned on the bonds face value
current yield is the ratio of interest earned on the bonds current price
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what is yield to maturity, what is its relationship to current and nominal yields when bonds are selling at a premium?
the total return expected on a bond if it's held until maturity.
YTM is lower than current and nominal because not only are you receiving the lower interest rate (current yield), you are losing the premium you paid when you receive back the face value at maturity
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What does above par mean?
When might a bond trade above par?
a bond price being greater than it's face value
Interest rates decline, issuer's credit rating increases, or the bonds demand greatly exceeds supply
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How does a long call mitigate the risk of a short call?
By capping the potential losses from an upward price move in the underlying asset. This creates a spread that limits downside risk.
Example
If you sell a call with a strike price of $50, anything above that can be unlimited loss. However if you buy a call with a strike price of $60, anything above that can be a gain. Between $50-60 you can still lose money but now the losses aren’t infinite
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what is nominal yield? how is it affected by bond prices?
the fixed interest rate paid on the bond based on face value. no change
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what is current yield? how is it affected by bond prices?
the bonds annual coupon payment divided by its current price.
yield decreases above par
yield increases below par
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what is yield to maturity? how is it affected by bond prices AND WHY?
the total return expected if the bond is held until maturity.
yield decreases above par/face value because you're paying more upfront but still receiving the same fixed coupon.
yield increases below par/face value because you're paying less upfront but still receiving the same fixed coupon.
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What is regular way settlement?
T + 1 (trade date + 1 business day) for everything except money market securities
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What is tick size? What is the smallest tick size for stocks?
Minimum price change up or down for a trading instrument in the market.
$.1
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What is primary use for a revocable trust and why?
Use as a substitute for a will because while the grantor is alive they still have full control over the trust.
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What are the the mutually inclusive categories of a trust?
Living (created during the grantors lifetime) or testamentary (created through a will after death)
Revocable (allows changes and control by the grantor during their lifetime) or irrevocable (does not allow changes and removes control from the grantor)
Funded (already holds assets), or unfunded (set up but not yet received assets)
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What activities must a registered representative or associated person provide written notice to their broker-dealers before engaging in?
What does not require written notice?
Outside business activities (OBAs) and Private Securities Transactions (PSTs)
Passive investments, such as the purchase of a limited partnership interest.
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How does the Securities Act of 1933 permit issuers to quickly raise money in the capital markets when conditions are just right?
By allowing shelf registration which permitS the issuer to pre register securities and issue them when the time is right without the delay of registering with the SEC
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What are 3 communication requirements of a businesses BCP?
When is communication not required?
Ongoing on the firms website, when requested, and at account opening
Although it must be reviewed and updated annually, there is no requirement to communicate annually
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what are different legal structures a DPP could have? How do all these structures behave in practice?
Could be a REIT, a limited partnership, or limited liability corporation (LLC). they behave as a limited partnership with downside protected to being only the initial investment.
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what are some common purposes for trusts?
- beneficiary care - ensuring a dependent with a disability receives care
- privacy - unlike a will where terms are public
- estate planning - holding assets for children under the age of 18
- tax savings - using trusts can have lower tax consequences in general, but assets in a revocable trust benefit from a step up in cost basis upon death
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what are the benefits of cumulative preferred stock vs non cumulative?
with cumulative, all dividends, including ones missed in previous years, must be paid to the shareholder ahead of other classes of preferred and common stock shareholders
with non-cumulative, if there are no dividends one year you simply miss out
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what happens to people who do not complete their regulatory element training in the prescribed time frame?
Their registrations will be deactivated by Financial Industry Regulatory Authority (FINRA) until the requirements of the program are met.
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what is and is NOT included in the expense ratio of a mutual fund?
Included: Manager's fee, legal fees, 12b-1 fees
Not included: Front-end load
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what is the argument against mutual funds with high expense ratios?
there is ample evidence that low-cost passive funds that employ an indexing strategy often outperform active management, especially after accounting for fees and taxes. For active funds, expense ratios that are high need to be justified by extraordinary returns, or must confer some other benefit to investors since competition has resulted in declining management fees.
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what is a non financial investment consideration?
anything that affects a customer's investment characteristics that can't be preceded by a dollar sign.
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what are the two types of secondary offerings?
One, when an investor sells their shares to the public on the secondary market after an initial public offering (IPO). Proceeds go directly to the investor
the other type is a follow-on offering or APO which can either be dilutive, resulting in an increase in shares, or non-dilutive, where new shares are not created.
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what are federal funds?
excess reserves that commercial banks and other financial institutions deposit at regional Federal Reserve banks.
These funds can be lent to other market participants with insufficient cash on hand to meet their lending and reserve needs.
The loans are unsecured and at a low interest rate, called the federal funds rate or overnight rate.
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what is a security according to the four-prong Howey Test?
any type of investment offering where... 1. there is an investment of money, 2. the investment is made into a "common enterprise", 3. the investors expect to make a profit, 4. any expected profits or returns are due to the actions of a third-party
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different types of securities?
and some sub types of each?
equity (common, preferred stock)
debt (government bonds, certificates of deposit (CDs), collateralized securities (CDOs and CMOs)
Hybrid (equity warrants, convertible bonds, preference shares)
Derivative (call options, put options)
Asset Backed (CDOs, Home equity, Auto loans, credit cards, student loans)
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what is an equity security?
ownership interest in an entity (company, partnership, trust) in the form of capital stock included common and preferred stock.
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what is a debt security?
borrowed money that must be repaid with terms that stipulate the size of the loan, interest rate, and maturity or renewal date.
can be secured (backed by collateral) or unsecured, and if secured will be contractually prioritized over unsecured debt in case of bankruptcy.
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What is the key difference between a preliminary and final prospectus?
The preliminary prospectus contains most details of the business and transaction - used to gauge interest in the market.
The final prospectus contains the security's price and number of shares to be issued, made available after registration is declared effective
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what is the access equals delivery rule
a rule that allows companies to satisfy delivery requirements for prospectuses by providing access online instead of physical delivery
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what is a corporate charter and what is the main thing it should detail?
a document filed with the Secretary of State or registrar to establish a company as a corporation
it should detail the maximum number of shares to be authorized
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when a corporation is raising capital, what is one non-negotiable security that every corporation issues?
common stock
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rights of shareholders
right to vote on corporate matters, rights to maintain proportionate ownership, right to a dividend IF declared
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what are preemptive rights?
a contract clause of rights offerings that allow shareholders to maintain proportionate ownership as outstanding share count grows
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what are rights offerings?
a short term invitation to existing shareholders to purchase additional new shares below market price.
extra: savings from not having to pay an investment banker is passed on to existing shareholders
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what are warrants?
warrants are long term sweeteners/incentives to buy additional shares of a security at a discounted price, but still above market price
example: MSFT is $300, for the next 10 years you can buy it at $350. doesnt make sense now but if its at $500 in 10 years it makes a lot of sense
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when can a partnership or corporate account trade on margin?
when there are no restrictions against doing so in the partnership resolution.
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what M3?
the most complete measure of the money supply that adds long term deposits (over $100k). Discontinued for being no longer useful to analysis
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how is the money supply measured?
- M1 - count of all coins and notes in circulation
- M2 - short term deposits in banks and money market accounts
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what is the Regulation T margin requirement and what securities are exempt?
investors cannot borrow more than 50% of the purchase price and must pay the remaining balance in cash.
Treasury securities like bills notes and bonds.
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what are the six uniform registration forms?
- Form BD - application for broker dealer registration
- Form U4 - application for representative registration
- Form U5 - ending of representative's registration by BD
- Form BDW - termination of registration as a broker-dealer
- Form BR - register or close branch offices of broker dealers
- Form U6 - report disciplinary action against BDs
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within how many days should a u5 form be filed? Who should it be filed to?
30 days
Central Registration Despository
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which party of an options contract has the rights while the other may be in an obligatory position
Buyers of options have rights while sellers may be in an obligatory position if the contract is exercised
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what is an NCD?
What are some details?
A negotiable certificate of deposit or Jumbo CD.
They are issued in amount between $100k to $1 million, they trade in the secondary market, are unsecured debt of the issuing bank, and come with terms between 2 weeks and one year
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what is a municipal advisor?
a person that provides advice to a municipal entity (like a city government) concerning municipal products (like the issuance of municipal debt securities)
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what is a SAR and to who and when should it be filed?
Suspicious activity report regardless of dollar amount, report to FinCEN within 30-60 days.
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Difference in how T-bills, and treasury notes/bonds receive interest
T-bills do not pay periodic interest, rather they are always sold at a discount to par value and at maturity are repaid full face value. The difference between the discount price and par value is interest income.
Treasury notes/bonds are sold at/above/below par depending on market rates and receive coupons throughout its life
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Whit is an ABLE account? what does it offer? who is it limited to?
tax advantaged savings accounts for individuals with disabilities.
Income earned within the account is not taxed.
Limited to those where disability occurred before age 26
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what is the UTMA?
Uniform Transfers to Minors Act, an extension of the Uniform Gifts to Minors Act beyond cash and securities to include real estate, paintings, royalties, and patents.
It allows minors to receive gifts tax free until they become legal age (18 or 21 depending on state) without the need for a formal trust
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what information is required on form U4
Application for representative registration requires name, address, aliases, 5-year residency, 10 year employment
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what is the regulation T initial margin requirement?
you must have at least 50% of the amount you want to borrow of a stock on margin already deposited in your account.
For example if you want to buy $10,000 of ABC on margin, you would need to have $5,000 already in your account
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what securities are exempt from Regulation T margin requirements? why?
U.S. government securities, municipal securities, Nonconvertible corporate bonds, options, money market instruments.
They're exempt because they're low risk and highly liquid
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What are general obligation bonds?
Bonds that are backed by state and local taxes used to raise money for projects that dont directly generate revenue
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what is an ADR? what are its cons
a bank issued certificate representing ownership in foreign stock which can be converted.
May involve double taxation, limited selection of companies, may not be SEC compliant, may incur currency conversion fees
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what is a shelf registration and how long does it last for non WKSIs? Is a prospectus or supplemental prospectus necessary?
It allows issuer to sell portions of a RSO (registered shelf offering) without having to register the security, last two years for non WKSIs and three years for WKSIs ( well known seasoned issuers)
supplemental prospectus is required to be filed before each sale
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what is the difference between a prospect and a supplemental prospectus?
a prospectus provides broad general details about the security
a supplemental prospectus provides transaction specific details for each sale
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what does a municipal advisor do?
Advises municipalities on selling the municipality's securities
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what is the declaration date
When a company's board of directors (BOD) approves a dividend payment
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If left unexecuted, a day order will automatically be canceled when?
On the close of the business day
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what is a defined benefit plan?
A employer-sponsored retirement plan, or pension.
where employer is responsible for managing investments
benefits are guaranteed and distributed in fixed monthly payments or lump sum similar to annuity
Based on factors like age, years of service, average salary
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what is a defined contribution plan
retirement plans like 401k and 403b funded pre tax by employees and employers that dont promise a specific amount of benefits
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how many days after an inaccuracy is discovered in a U5 form does an amendment need to be filed and sent to the former employee?
within 30 days
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what is a serial bond
example
multiple maturity dates and principal payments spread out over time.
A bond issue might have $1 million in total, with $100,000 maturing each year for 10 years. Each portion of the bond is redeemed as it matures.
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what is a term bond
example
single maturity date where the full principal is paid at once.
A $1 million bond that matures in 10 years with a lump sum payment of principal at maturity.
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what is a balloon bond
example
type of term bond with a large principal payment due at the end of the bond's term, with smaller payments made in between.
A $1 million bond where annual payments are made on interest, but the principal repayment is a large sum due at the end of the bond’s term (e.g., after 10 years).
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what is a series bond
example
part of a larger bond issue with different maturities but similar characteristics.
A $10 million bond issue where $2 million is issued with 5-year maturities, another $3 million with 10-year maturities, and the remaining $5 million with 15-year maturities.
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what is the difference between hypothecation and rehypothecation
When signing the margin agreement, a customer hypothecates (pledges) the securities to the broker-dealer who then rehypothecates (pledges) them to the bank as collateral for the margin loan.
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when is a zero coupon bond taxed and when does it pay interest
its taxed annually and pays interest at maturity
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what is an example of what a market maker does?
ABC Securities is a FINRA member broker-dealer that maintains an inventory in BigTech Computing stock. When transacting business in BigTech stock, ABC is a market maker
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why dont ETFs need a prospectus?
Publicly traded closed-end funds are not obligated to deliver a prospectus in the secondary market place
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FINRA firms must employ at least how many principals?
The rule requires at least two principals, unless the firm only has one individual working for the firm.
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what are some examples of documents that must be kept on record for three years
FOCUS reports, U4 forms, and order tickets
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what is subordinated debt?
an unsecured loan or bond (usually debentures) that has a junior claim to all other debt issues but, like all debt, is senior to the claims of all equity holders, both preferred and common.
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what is control stock and its rules regarding holding period and volume limit
equity shares owned by major shareholders of a publicly traded company. No holding period, but volume limits always apply
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Financial Industry Regulatory Authority (FINRA) regulates all matters related to...
investment banking (securities underwriting), trading in the OTC market, trading in NYSE-listed securities, and the conduct of FINRA member firms and associated persons
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what is the difference between wrap account and fee-based account
A wrap account charges a fee that includes all costs, including management and advice. An account that charged a set fee for trading costs is a fee-based account.
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