Stocks Investing Guide

Glossary of Investing Terms

 
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A

AAA
American Arbitration Association


ADR
See American Depositary Receipt
Advanced Computerized Execution System (ACES)
Customized facility offered by the NASD that permits broker/dealers to automate their internal execution and record-keeping functions.
advertising review
A regulatory service provided by NASD Regulation to ensure that advertising and sales literature used by members conforms to NASDR and Securities and Exchange Commission standards of fairness and accuracy.
affirmative obligations
Requirements imposed on Nasdaq Market Makers by the NASD. These include quoting firm prices, making two-sided markets on a continuous basis, participating in the Small Order Execution System, and reporting price and volume data for each transaction in a Nasdaq security within 90 seconds of execution. (See Market Maker, Small Order Execution System, two-sided market)
aftermarket
Trading activity in a security immediately following its initial offering to the public.
agency order
An order that a broker/dealer executes for the account of a customer with another professional or retail investor and for which a commission is typically charged. (See principal orders)
American Depositary Receipt (ADR)
A U.S. security that is a repackaged foreign security. A U.S. bank creates an ADR based on evidence of ownership of a specified number of shares in the foreign security, while the underlying shares are held in a depositary in the issuing company's home country. U.S. investors may buy shares in the foreign company in the form of an ADR. The certificate, transfer, and settlement practices for ADRs are identical to those for U.S. securities.
AMEX
American Stock Exchange.
Amivest Liquidity Ratio
The Amivest Liquidity Ratio is one type of liquidity measurement which represents the dollar value of trading associated with a one percent change in share price. Amivest is the "creator" of this liquidity measurement. (See liquidity ratio)
analysts
See securities analyst
annual report (10 K)
Public companies are required to file an annual report with the Securities and Exchange Commission detailing the preceding year's financial results and plans for the upcoming year. Its regulatory version is called "Form 10 K." The report contains financial information concerning a company's assets, liabilities, earnings, profits, and other year-end statistics. The annual report is also the most widely-read shareholder communication. (See management's discussion and analysis)
answer
A respondent's written reply to a claim. (See arbitration, claim)
APTC
See Association of Publicly Traded Companies
arbitral immunity
Arbitrators are protected from suits arising out of their quasijudicial conduct in arbitration proceedings. (See arbitrator)
arbitrage
Arbitrage involves the simultaneous purchase of a security in one market and the sale of it or a derivative product in another market to profit from price differentials between the two markets. (See derivative)
arbitration
A method where conflict between two or more parties is resolved by impartial persons - arbitrators - who are knowledgeable in the areas in controversy. (See mediation)
arbitration counsel or arbitration administrator
The person at the sponsoring organization who handles administrative matters in arbitration proceedings. (See arbitration)
arbitrator
A private, disinterested person chosen to decide disputes between parties. (See arbitration)
Arbitrators Code of Ethics
A guide for the conduct and ethical responsibilities of arbitrators in commercial disputes.
ask price (offer price)
The price at which a Market Maker is willing to sell a security. (See Market Maker, best ask)
associated person
A person engaged in the investment banking or securities business who is directly or indirectly controlled by an NASD member, whether or not this person is registered or exempt from registration with NASD. Every sole proprietor, partner, officer, director, or branch manager of any NASD member.
Association of Publicly Traded Companies (APTC, formerly NAOTC)
This organization, which is not connected with the NASD, provides publicly-traded companies with a forum for addressing regulatory and legislative issues that affect them.
auction market
Stock exchanges, like the New York Stock Exchange and the American Stock Exchange, are auction markets where buyers and sellers meet through a specialist. (See dealer market, Market Maker, specialist)
Automated Confirmation Transaction ServiceSM (ACTSM)
NASD service that allows parties to a telephone negotiation to speed the steps involved in completing a transaction.
award
The written determination of the arbitrator
B                                              (back to top)

bear and bull markets
A bear market is one in which prices are low or declining; a bull market is one in which prices are high or rising. bear market
See bear and bull markets


beneficial owner
A person who benefits from ownership of a security or mutual fund. Shares or title may be held by a bank or broker for safety and convenience, or in "street name" to expedite transactions, but the real owner is the beneficial owner. (See street name)
best ask
The lowest quoted offer of all competing Market Makers to sell a particular stock at any given time. (See Market Maker)
best bid
The highest quoted bid of all competing Market Makers to buy a particular stock at any given time. (See Market Maker, bid price)
best-efforts underwriting
An investment bank, acting as an agent, agrees to do its best to sell an issue to the public, but does not make an outright purchase of the securities. (See underwriter)
best-execution requirement
The obligation of Market Makers, broker/dealers, and others to execute customer orders at the best price available at the time the trade is entered. (See Market Maker)
beta
A statistical measure of a stock's volatility compared with the overall market. A beta of less than 1 indicates lower risk than the market; a beta of more than 1 indicates higher risk than the market. (See volatility)
bid price (buy price)
The quoted bid at which a Market Maker is willing to buy a stock. (See Market Maker, best bid)
bid/ask spread
The difference between the price at which a Market Maker is willing to buy a security (bid), and the price at which the firm is willing to sell it (ask). The spread narrows or widens according to the supply and demand for the security being traded. (See inside quote, spread)
block trade
A purchase or sale of a large quantity of stock, generally 10,000 shares or more.
blue-sky laws
State laws that require issuers of securities to register their offerings with the state before they can be sold to its residents. Most blue-sky laws include provisions relating to fraudulent activities and the licensing of people selling securities. Nasdaq National Market securities, subject to higher qualifications standards, are exempted from registration requirements under most states' blue-sky laws as are those listed on exchanges.
Board of Directors
The controlling bodies of NASD Regulation, Inc. and The Nasdaq Stock Market, Inc.
Board of Governors
The controlling body of the National Association of Securities Dealers, Inc.
bond
A long-term promissory note in which the issuer agrees to pay the owner the amount of the face value on a future date and to pay interest at a specified rate at regular intervals.
book manager or syndicate manager
See syndicate manager
branch office
Any location identified by any means to the public or customers as a location at which an NASD member conducts investment banking or securities business.
broker
An individual or firm who acts as an intermediary between a buyer and seller, usually charging a commission. (See dealer)
broker/dealer
NASD member firms that act as securities dealers or brokers, or perform both functions. (See broker, dealer)
bull market
See bear and bull markets
buy price
See bid price
buy-side trader
An individual, such as a pension or mutual fund portfolio manager, who effects trades for an institutional investor. (See sell-side trader)
by-laws
See NASD By-Laws
C                                              (back to top)

CAES
See Computer Assisted Execution System


call
Bonds: The right to redeem outstanding bonds before their scheduled maturity. Options: The right to buy a specific number of shares at a specified price by a fixed date. (See put)
capital commitment
The financial investment Market Makers carry in inventories of stocks in which they make markets. (See Market Maker)
Central Computer Complex
The facility in Trumbull, Connecticut, where The Nasdaq Stock Market's mainframe computers are located. The computer complex is linked to more than 3,400 Nasdaq terminals in securities firms and financial institutions. The system processes more than 1 million transactions per day. Nasdaq is also the only stock market in the world with a fully redundant disaster recovery facility, located in Rockville, Maryland.
Central Registration Depository (CRD)
A computerized system in which NASD maintains the employment, qualification, and disciplinary histories of more then 400,000 securities industry professionals who deal with the public.
Chinese Wall
A term used to describe procedures enforced within a securities firm that separate the firm's departments to restrict access to non-public, material information. The procedures help NASD members avoid the illegal use "inside" information.
churning
See excessive trading
circuit breaker
A procedure that temporarily halts trading on all U.S. stock markets for one hour when the Dow Jones Industrial Average falls 250 points or more within a trading day. The pause is designed to allow time for the markets to absorb the news that precipitated the decline. Should the average fall another 150 points within the same day, trading would again be halted, this time for two hours.
claim
A demand for money or other relief. (See arbitration)
clearance
The conclusion of an exchange of securities. (See settlement)
co-manager
See co-underwriter
co-underwriter
Almost all public offerings are co-managed by a "co-underwriter." (See underwriter)
comfort letter
An accounting firm's statement provided to a company preparing to go public. The letter indicates the accountants' comfort that unaudited financial data in the company's prospectus consistently follow generally accepted accounting principles, and no material changes have occurred since the report was prepared. (See Generally Accepted Accounting Principles, prospectus)
commission
Fees paid to a broker for executing a trade based on the number of shares traded or the dollar amount of the trade.
Committee on Uniform Security Identification Procedures (CUSIP) number
A unique nine-character alpha/numeric code appearing on the face of each stock certificate that is assigned to a security by Standard & Poor's Corporation. The number is used to expedite clearance and settlement. (See clearance, settlement, Standard & Poor's)
common stock
A class of securities representing ownership and control in a corporation and that may pay dividends as well as appreciate in value. (See preferred stock)
compliance departments
Departments set up in all organized stock markets to oversee market activity and make sure that trading complies with Securities and exchange Commission and other Exchange regulation.
Composite Quotation Service
See Consolidated Quotation System
Computer Assisted Execution System (CAES)
Nasdaq service that automates order routing and execution for securities listed on domestic exchanges in the Intermarket Trading System (ITS). When linked to ITS, Market Makers can execute trades in exchange-listed securities through CAES with specialists on an exchange floor. (See Intermarket Trading System, Market Maker, specialist)
computer-to- computer interface (CTCI)
High speed communication interface between large member firms' mainframes and the Nasdaq system for more efficient transfer of information.
confirmation
Formal memorandum from a broker to a client giving details of securities transaction. When a broker acts as a dealer, the confirmation must disclose that fact to a customer.
Consolidated Quotation System (CQS)
An electronic service that provides quotations on issues listed on the New York and American stock exchanges, regional stock exchanges, and issues traded by NASD member firms in the third market. Nasdaq processes this data and provides it to its subscribers as the Composite Quotation Service. The initials may be used either for the exchange system or Nasdaq service. (See third market)
Consolidated Tape Association (CTA)
Operating authority for exchange-listed securities information.
convertible bond
A bond that can be exchanged at the option of the holder into preferred or common stock at a preset ratio. (See common stock, preferred stock)
counterclaim
A claim against the claimant in an arbitration. (See claim)
cooling-off period
The period after a company's prospectus has been filed with the Securities and Exchange Commission and before offering is made to the public.
corporate financing review
A regulatory service of NASD that ensures the underwriting terms and conditions of public companies are fair and in the interests of the issuing company and its investors.
corporate governance standards
The non-quantitative qualification standards for companies whose securities are traded on Nasdaq.
cost of capital
The rate that a company must pay for its capital or the minimum return that is required to maintain the market value of a company's common stock. Cost of capital reflects the market's perception of the risk associated with a company's common stock.
CQS
See Consolidated Quotation System
CRD
See Central Registration Depository
credit and debit balance
A credit balance represents monies owed to a customer by a broker/dealer, generally resulting from the customer's sale of securities. Debit balances are monies owed to a broker/dealer by a customer, generally resulting from the customer's purchase of securities.
credit balance
See credit and debit balance
crossed quotations
See locked or crossed quotations
CTA
See Consolidated Tape Association
CTCI
See Computer-to-Computer Interface
CUSIP number
See Committee on Uniform Security Identification Procedures number
customer agreement
See new account information form
customer protection
rule An SEC rule that requires broker/dealers to establish separate reserve accounts into which customer credit balances are maintained. The rule prohibits a firm from using customer balances to finance its own trading. The rule also requires firms to gain possession of customers' fully paid and excess margin securities promptly, and to segregate them properly. (See prompt receipt and delivery of securities)
D                                              (back to top)

DBCC
See District Business Conduct Committee


dealer
Any person or company in the business of buying and selling securities for his or her own account, through a broker or otherwise. (See broker)
dealer market
Nasdaq is a competing dealer market, different from an auction market in that many dealers, called Market Makers, use their own capital, research, retail, and/or systems resources to represent a stock. Many Market Makers can represent the same stock; thus, they compete with each other to buy and sell that stock. Auction markets have only one person, a specialist, who in a centralized location or "floor," matches incoming orders to buy and sell each stock. Specialists are not allowed to provide research or retail sales support, and are limited to only one firm's available capital. The average Nasdaq stock has eleven Market Making firms that risk and invest their capital.
dealer spread
See house spread
debenture
An unsecured bond backed solely by the general credit of a company.
debit balance
See credit and debit balance
deleted
A security is no longer included in The Nasdaq Stock Market.
depositary bank
When a company decides to issue American Depositary Receipts, it appoints an authorized depositary, normally part of a large U.S. banking institution or trust company. (See American Depositary Receipts)
depth of market
The number of shares of a security that can be bought or sold at the bid and ask prices near the market without causing a dramatic change in price. (See liquidity ratio)
derivative
A generic term often applied to a wide variety of financial instruments that derive their cash flows, and therefore their value, by reference to an underlying asset, reference rate, or index.
Digital Interface Service Character Interface Presentation Server (DIS/CHIPS)
An alternative to Nasdaq Workstation II service for Nasdaq Level 3 users, DIS/CHIPS connects the Nasdaq network directly to a firm's computer system, allowing the firms to customize functionality for its traders.
direct participation programs (DPP)
Partnership agreements that provide a flow-through of tax consequences to the participants.
DIS/CHIPS
See Digital Interface Service/Character Interface Presentation Server
discretionary account
An account empowering a broker or adviser to buy and sell without the client's prior knowledge and consent.
distribution capability
An investment banker or underwriter's ability to sell shares.
District Business Conduct Committee (DBCC)
The local enforcement arm of NASD. DBCCs are composed of the securities industry members who are elected to their positions by their fellow professionals to enforce compliance with the NASD By-Laws and Rules of Fair Practice, federal securities laws, rules and regulations, the rules of the Municipal Securities Rulemaking Board, and other applicable securities regulations. Each of NASD's 11 Districts elects a DBCC.
dividend
Distributions to stockholders of cash or stock declared by the company's board of directors.
dividend notification
A requirement that companies notify the Uniform Practice Department of The Nasdaq Stock Market at least 10 days in advance of the record date of a stock dividend so that Nasdaq can set the ex-dividend date. (See ex-dividend date)
downtick
A transaction executed at a price lower than the preceding transaction in that security, or a new quote registered at a lower price than the preceding quote in that security. (See uptick)
DPP
See direct participation programs
due diligence
A thorough investigation of a company that is preparing to go public, undertaken by the company's underwriter and accounting firm.
E                                              (back to top)

ECN
See electronic communication network (ECN)


EDGAR
Electronic Data Gathering, Analysis, and Retrieval (EDGAR)--An electronic system developed by the Securities and Exchange Commission. EDGAR permits companies to file electronically with the SEC all documents required for securities offerings and ongoing disclosure obligations. EDGAR became fully operational mid-1995. (See Securities and Exchange Commission)
electronic communication network (ECN)
Any electronic system that widely disseminates to third parties orders entered by an exchange Market Maker or OTC Market Maker, and permits such orders to be executed against in whole or in part. (See Market Maker)
eligibility rules
The Code of Arbitration states that no claim shall be eligible for submission to arbitration where six years have elapsed from the occurrence or event giving rise to the controversy.
equity
The ownership interest of stockholders in a company. Also, the excess of the market value of securities over debit balances in a margin account. (See credit and debit balance, margin)
excessive trading
A broker excessively trades an account for the purpose of increasing his or her commissions, rather than to further the customer's investment goals.
ex-dividend date
The date on or after which a security begins trading without the dividend (cash or stock) included in the contract price. (See dividend, dividend notification)
excess spread
policy The NASD requirement that prohibits Market Makers from entering quotations on The Nasdaq Stock Market that exceed prescribed limits for maximum allowable spreads. (See Market Maker, spread, two-sided market)
ex parte communication
Communication by one party only with the arbitrator. (See arbitration)
executive sessions
A private conference between the arbitrators during the course of the hearing to determine matters that have arisen such as evidentiary objections or motions.
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failure to execute
The failure of a broker to execute an order of his or her customer.


FAQS
See Firm Access and Query System
Federal Reserve System
A federal government institution created by Congress to administer the nation's credit and monetary policies. Among other things, the Board of Governors of the Federal Reserve System sets the initial amount of credit that broker/dealers (as well as other lenders) may extend to customers to purchase securities.
Federation Internationale des Bourses de Valeurs
(FIBV)
Family of funds
A group of mutual funds operated by the same investment management (mutual fund) company.
Fannie Mae
1. A nickname for the Federal National Mortgage Association (FNMA). A private, shareholder-owned company that purchases mortgages from lenders so those lenders will have more funds available to loan to other potential homebuyers. It finances its operations by issuing bonds or reselling loans in the form of mortgage-backed securities. FNMA is often called a "government-sponsored corporation" because it was created and chartered by Congress and is still regulated in a slightly different manner than other corporations. 2. A security issued by FNMA that is backed by insured and conventional mortgages. Investment returns are based on the interest and principal payments made by homeowners on their mortgages.
Federal Deposit Insurance Corporation (FDIC)
The federal agency that insures deposits at a commercial bank to a limit of $100,000 per depositor.
Federal funds
Reserve balances maintained by Federal Reserve System member banks that are above the required amount to back up deposits. Also called fed funds.
Federal funds rate
The interest rate on overnight loans of excess reserves made among commercial banks. Set by the Federal Open Market Committee (FOMC) of the Federal Reserve, this rate is an important monetary policy indicator.
Federal Home Loan Mortgage Corporation (FHLMC)
Also known as Freddie Mac. A private, shareholder-owned company that was chartered by Congress in 1970 to create a secondary market in conventional mortgages, thus increasing the supply of funds available to prospective homebuyers. The FHLMC purchases mortgages from federally-insured financial institutions and resells them in the form of mortgage-backed securities, which it guarantees. FHLMC is often called a "government-sponsored corporation" because it was created by Congress and is regulated differently than other corporations.
Federal National Mortgage Association (FNMA)
Also known as Fannie Mae. A private, shareholder-owned company that purchases mortgages from lenders so those lenders will have more funds available to loan to other potential homebuyers. It finances its operations by issuing bonds or reselling loans in the form of mortgage-backed securities. FNMA is often called a "government-sponsored corporation" because it was created and chartered by Congress and is still regulated in a slightly different manner than other corporations. See Fannie Mae.
Federal Open Market Committee (FOMC)
A policy-making committee within the Federal Reserve that is responsible for controlling open-market operations. The FOMC regularly changes interest rate policy as a way to influence the economy. It is composed of the seven members of the Federal Reserve Board and presidents from five of the 12 Federal Reserve regional banks.
Federal Reserve Board
The seven governing members of the Federal Reserve System. Board members are appointed to 14-year terms. The chairman is appointed to a four-year term.
Federal Reserve System
The independent central bank of the United States. It influences the supply of money and credit in the United States through control of its banking reserves. It is made up of 12 central banks in different regions and serves as a regulatory arm for private U.S. banks. The Fed, as it is known, is responsible primarily for regulating the U.S. banking system and ensuring stability of the banking system through its reserve requirement policies.
Fiduciary
A person who has discretionary authority or control over a qualified retirement plan trust, its assets or its administration, or who is paid to provide investment advice regarding plan assets.
Financial analyst
Someone trained in analyzing financial investments. Analysts investigate the risk and return characteristics for a variety of securities. Their reports are used by investors and portfolio managers to make investment decisions. See Chartered Financial Analyst (CFA).
Financial planner
Investment professional who analyzes an investor's circumstances and prepares a program to meet the investor's financial objectives. See Certified Financial Planner (CFP).
Fixed annuity
Annuity that guarantees fixed payments to the annuitant, either for life or for a set period of time.
Fixed-income security
A security, such as a bond or money market instrument, that pays a specific interest rate.
Float
Often refers to the number of shares of a security that are outstanding and available for public trading.
Freddie Mac
1. A nickname for the Federal Home Loan Mortgage Corporation (FHLMC) A private, shareholder-owned company that was chartered by Congress in 1970 to create a secondary market in conventional mortgages, thus increasing the supply of funds available to prospective homebuyers. The FHLMC purchases mortgages from federally-insured financial institutions and resells them in the form of mortgage-backed securities, which it guarantees. FHLMC is often called a "government-sponsored corporation" because it was created by Congress and is regulated differently than other corporations 2. A security issued by the FHLMC that is secured by pools of conventional home mortgages.
Full-coupon bond
A bond with an interest rate and price close to those of comparable new issues. Also current coupon.
Full-service broker
A broker who, in addition to executing trades, offers investment advice, asset management, financial planning and other services.
Fund of funds
A mutual fund that invests in other mutual funds. These can offer more diversification than a single fund, but also tend to have a higher expense ratio because of the fees for the underlying funds.
Fund switching
When an investor sells shares in one mutual fund and reinvests the proceeds in another mutual fund.
Futures contract
Contract to buy or sell a security or commodity at a predetermined price at some future date. The organization of the world's stock markets, headquartered in Paris. FIBV encourages cooperative policies designed to stimulate a free flow of capital across national boundaries. The NASD became an associate member of FIBV in 1992.
FIBV
See Federation Internationale des Bourses de Valeurs
filing
Delivery to the Director of Arbitration of the statement of claim or other pleadings, to be kept on file as a matter of record and reference.
financial printer
An experienced financial printer that is familiar with Securities and Exchange Commission regulations governing the graphic presentation of a prospectus. (See prospectus, red herring prospectus)
FIPSSM
See Fixed Income Pricing SystemSM
Firm Access and Query System (FAQS)
NASD system that allows participating members computer access to their registration and examination data maintained in the Central Registration Depository. Members may use FAQS to schedule qualification examinations, and review their CRD accounting, balance and activity. (See Central Registration Depository)
firm-commitment underwriting
See underwriter
firm quotation
The NASD requirement that a Market Maker execute an order from another broker/dealer at its displayed Nasdaq price for the normal unit of trading, or for its displayed size, whichever is greater. (See Market Maker)
Fixed Income Pricing SystemSM (FIPSSM)
A prototype system designed by the NASD to centralize quotations and trade reporting for high-yield and other debt securities.
foreign
A non-U.S. company with securities trading on The Nasdaq Stock Market.
Form 10 K
See annual report
Form 20-F
A Securities and Exchange Commission 1934 Act registration statement and annual report form typically used by foreign issuers.
Form 6-K
The Securities and Exchange Commission form for non-U.S. issuers to make periodic reports.
Form F-1
The Securities and Exchange Commission 1933 Act form registering the securities of a non-U.S. company to be issued as part of a public offering.
Form U-4
NASD uniform application for security industry registration or transfer.
Form U-5
NASD uniform termination notice for security industry registration.
forum fee
Fee charged by NASD (or other forum) for the use of its facilities.
fourth market
The direct trading of large blocks of securities between institutional investors through a computer network. (See INSTINET, third market)
fraud
See misrepresentation
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GAAP - Generally Accepted Accounting Principles (GAAP)
Rules, conventions, standards, and procedures that are widely accepted among financial accountants. Since 1973, GAAP doctrine has been established by the Financial Accounting Standards Board (FASB), an independent, self-regulating organization.


General obligation bond (GO)
A municipal bond in which interest and principal payments are guaranteed by the full financial resources and taxing power of the issuer.
Ginnie Mae
1. The nickname for the Government National Mortgage Association (GNMA). A government-owned corporation that acquires, packages, and resells mortgages in the form of mortgage-backed securities. 2. A mortgage bond, or mortgage-backed security that is issued and guaranteed by GNMA and is backed by the Federal Housing Administration (FHA), Department of Veterans Affairs (VA) and Farmers Home Administration (FHA). Mortgage bonds function like other bonds.
Global fund
A mutual fund that includes both domestic and foreign securities in its portfolio. Compare to international fund.
Go long
Purchase a security for investment, hoping that its price will rise.
Go short
Selling a borrowed investment in the hopes that the price will fall. For example, if you believe that the shares of a stock you follow are headed lower, you may borrow some shares from your broker, sell them, buy back the same number of shares after the price has fallen, return the newly purchased shares to the broker and pocket the difference. You will have to pay your broker a fee for the privilege of borrowing the security.
Government National Mortgage Association (GNMA)
A government-owned corporation that acquires, packages, and resells mortgages in the form of mortgage-backed securities. Also called Ginnie Mae.
Governments
Slang term for securities such as Treasury bills and bonds issued by the U.S. government. Also called U.S. government securities.
Graded vesting
A description for a vesting schedule. With graded vesting, you own an increasing portion of your matching contribution each year you are with your company. In a four-year graded plan, you own 25 percent of your employer's matching contributions each year (25 percent x 4 years = 100 percent). For 2001, a graded vesting schedule cannot exceed seven years. The limit will fall to six years on Jan. 1, 2002.
Gross domestic product (GDP)
The market value of all goods and services produced within a country in a given period of time, and one of the most important measures of a nation's economic health. GDP is composed of four basic elements: consumption (spending by households on goods and services), investment (spending on capital equipment, inventories and structures, including new housing), government purchases (local, state and federal) and net exports (exports minus imports). GDP is reported each quarter by the U.S. Department of Commerce. GDP is a more widely used measure than gross national product (GNP), which adds goods and services produced by U.S. permanent residents on foreign soil.
Gross earnings
Earnings before taxes are withdrawn and deductions are calculated.
Gross national product (GNP)
Similar to gross domestic product (GDP), but also includes the value of goods and services produced outside a nation's borders by its permanent residents. For example, if a permanent resident of the United States owns a shoe factory in Mexico, the profit from that factory is computed in U.S. GNP, but not GDP.
Growth stock
The stock of a firm that is expected to have above-average increases in revenues and earnings. These firms normally retain most of their earnings for reinvestment and therefore pay small dividends. Growth stocks tend to have dividend yields below that of the market average, valuation levels above the market average and volatility above the market average. A growth fund will tend to have a greater amount of portfolio turnover (purchases and sales).
Guaranteed investment contract (GIC)
Contracts issued by an insurance company or bank promising a fixed interest rate over a specified period of time. GICs are low-risk investments that generally offer low returns.
going-concern value
The value of a company as an operating business to another company or individual. (See goodwill)
goodwill
The going-concern value of a company in excess of its asset value; goodwill is considered an intangible asset. Generally, it is the value of the business' good name, its customer relations, high employee morale, and other factors that might translate into earning power. Nasdaq's calculation of net tangible asset value excludes goodwill. (See going-concern value)
Government securities broker
Any person or company regularly engaged in the business of effecting transactions in government securities for the account of others. The definition does not include corporations that issue securities exempted by the Secretary of the Treasury, corporations that are empowered by law to issue exempt securities, banks or other insured financial institutions.
green shoe
A provision in an underwriting agreement that if there is an exceptional public demand, an issuer will authorize additional shares for distribution by the syndicate. (See issuer, syndicate, underwriter)
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held
A situation where a security is temporarily not available for trading. Market Makers are not allowed to display quotes of held securities.


house
A person or company doing business as a broker or dealer in securities, investment banking, or related services.
house spread
Among Market Maker firms, the house spread is the difference between the highest price bid for a security, and the highest price asked the difference between best bid and best ask. (See best ask, best bid, inside market, inside quote)
hypothecation
Pledging of securities or other assets as collateral to secure a loan, such as a debit balance in a margin account. (See debit balance, margin)
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ICI
See Investment Company Institute


ICSD
See International Councils of Securities Dealers
IMAB
See International Markets Advisory Board
individual investor
A person who buys or sells securities for his or her own account. The individual investor is also called a retail investor or retail shareholder.
INSTINET
See The Institutional Networks Corporation
IOSCO
See International Organization of Securities Commissions
initial public offering (IPO)
A company's first sale of stock to the public. Companies making an IPO are seeking outside equity capital and a public market for their stock. (See syndicate, underwriter)
Industry Support Information Services (ISIS)
The ISIS system supports all NASD regulatory activities set forth in its charter and the Securities Exchange Act of 1934. The system includes information applications for securities industry personnel and issuer companies, including databases on registered personnel, issues, members, and market data users.
inside market
The highest bid and the lowest ask (offer) prices among all Market Makers competing in a Nasdaq security; the best bid and ask prices for a security. (See best bid, best ask)
inside quote
See inside spread
inside spread
(inside quote) The difference between the best bid and best ask among all securities is the highest bid and lowest offer being quoted among all of the Market Makers competing in a security. Since the spread is the aggregate of individual Market Maker spreads, it is narrower than an individual dealer spread or quote. (See Market Maker, Market Maker spread)
institutional investor
A bank, mutual fund, pension fund, or other corporate entity that trades securities in large volumes. (See also buy-side trader, fourth market, qualified institutional investor)
Institutional Networks Corporation (INSTINET)
A computerized service that allows subscribers to display tentative bid and ask quotes. INSTINET registered as a stock exchange with the Securities and Exchange Commission; it supports the "fourth market." (See fourth market, SelectNet)
Intermarket Surveillance Group (ISG)
A group that coordinates surveillance and investigations among NASD and other U.S. and foreign exchanges trading in securities, options, and futures and foreign securities. (See market surveillance)
Intermarket Trading System (ITS)
A computer system that interconnects competing exchange markets for the purpose of choosing the best market. ITS is operated by Securities Industry Automation Corporation (SIAC). (See Computer Assisted Execution System)
International Councils of Securities Dealers (ICSD)
An international organization of self-regulatory and securities-industry organizations. ICSD seeks to foster mutual understanding among members, and to promote stable and efficient securities markets.
International Markets Advisory Board (IMAB)
A board of chief executives of institutional investors around the world. IMAB informs and advises NASD about developments in major international markets.
International Organization of Securities Commissions (IOSCO)
IOSCO attempts to harmonize international securities regulation, and supports the development of securities markets around the world.
international linkages
Intermarket connections of world securities markets.
Investment Company Institute (ICI)
The U.S. trade association for the mutual fund industry. Investment companies create and maintain mutual funds and investment trusts.
investment banking, securities business
The business carried on by a broker or dealer; a business that deals in government or municipal securities; a business that underwrites or distributes securities issues; a business that buys or sells securities for itself or on the account of others. The definition does not include banks or bank departments. (See underwriter)
investor
A person who buys or sells securities for his or her own account or the account of others. (See individual investor, institutional investor)
IPO
See initial public offering
ISG
See Intermarket Surveillance Group
ISIS
See Industry Support Information Services
issuer
A corporation that has distributed to the public securities registered with the Securities and Exchange Commission.
ITS
See Intermarket Trading System
ITS/CAES
See Intermarket Trading System/Computer Assisted Execution System
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Junior security
A security with a lower claim to assets or income than a senior security. Important in determining who gets what in a bankruptcy, liquidation or sale of assets.


Junk bond
Debt issued by a company whose credit rating is below investment grade (below BBB by Standard and Poor's or Baa by Moody's). Junk bonds carry a much greater risk of default than investment-grade bonds, but also offer greater potential returns. Also known as high-yield bonds
Justified price
Fair market price for a security, commodity, piece of real estate or other asset based on all available knowledge about the asset.
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Keogh plan
A federally approved, defined-contribution retirement program that permits small-business owners and self-employed workers to set aside savings on a tax-deferred basis. Keogh plans have higher savings limits and more administrative requirements than other plans commonly available to these folks.


Key industry
Industry that is central to a nation's economic health.
Know your customer
An ethical guideline stating that brokers must know basic information about a customer before opening an account for him, in order to know which investments would be appropriate for the customer.
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last-sale service
A service that allow real-time access to last-sale information reported by Market Makers. (See last-sale reporting)


last-sale reporting
The electronic notification by a Market Maker to The Nasdaq Stock Market of the price and the number of shares involved in a transaction in a Nasdaq security. The notification must be made within 90 seconds of the execution of an order.
letter of intent
A letter that formalizes the relationship between an underwriter and a company preparing to go public. The letter of intent outlines the underwriter fees, ranges for stock prices, and other terms of the underwriter's agreement. (See underwriter)
Level 1 Service
A vendor-distributed service consisting of real-time inside bid/ask quotations for securities quoted in the Nasdaq system and comparable information for securities quoted in the OTC Bulletin Board Service. (See OTC Bulletin Board Service)
Level 2 Service
A component of Nasdaq Workstation II service consisting of real- time access to the quotations of individual Market Makers registered in every Nasdaq-listed security as well as Market Makers' quotations in OTC Bulletin Board securities.
Level 3 Service
Consists of Level 2 Service plus the ability to enter quotations, direct/execute orders, and send information; this service is restricted to NASD member firms that function as registered Market Makers in either Nasdaq, exchange-listed, or OTC Bulletin Board securities.
limit order
An order to buy or sell a security at a customer-specified price; a customer order to buy or sell a specified number of shares of a security at a specific price. (See stop-loss order)
limit-order file
A file maintained as a feature of Nasdaq's Small Order Execution System that stores customers' unexecuted limit orders. (See limit order)
liquidity
The liquidity of a stock is the ease with which the market can absorb volume buying or selling, without dramatic fluctuation in price.
liquidity ratio
A measure of the trading volume of a security associated with a 1 percent change in its price. The higher the ratio, the more shares that can be traded with little change in price. (See Amivest Liquidity Ratio)
listing and maintenance agreement
A written contract between a securities market and an issuing company. In it, the issuing company agrees to meet and maintain the market's qualitative and quantitative listing standards.
locked or crossed quotations
A temporary and unusual condition where the ask (offer) price of one Market Maker for a security is the same or lower than the bid (buy) price of another Market Maker. Locked or crossed quotations may occur in fast-moving markets. (See ask price, bid price, Market Maker)
locked-in trade
A securities transaction in which all of the terms and conditions of the trade are accepted by the buyer and seller. Once a transaction is locked in, last-sale reporting to Nasdaq and reporting to the clearing corporation are processed electronically. (See last-sale reporting)
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Maloney Act
Also called the Maloney Amendment, provides for the regulation of over-the-counter securities markets through national associations registered with the Securities and Exchange Commission. The act was passed in 1938 to add Section 15A to the Securities Exchange Act of 1934. The National Association of Securities Dealers, Inc., is the only association ever to register under the act.


MBARSSM
See Municipal Bond Acceptance and Reconciliation Service
manager
See syndicate manager
management's discussion and analysis (MD&A)
An interpretive section of a prospectus and annual report, also called the Financial Review.
managing underwriter
See syndicate manager
margin
An account in which a customer purchases securities on credit extended by a broker/dealer. Rules of the Federal Reserve Board and NASD govern margin accounts. (See Regulation T)
markdown and markup
A markdown is a charge subtracted from the selling price of a security that a customer is selling to a dealer/ broker for the broker's/dealer own account. The broker/dealer adds a markup to the price when it sells a security to a customer from its own account. The markdown or markup are the equivalent of a commission on the sale.
market capitalization
The price of a stock multiplied by the total number of shares outstanding. Also, the market's total valuation of a public company.
market depth
See depth of market
Market Information Data Access System (MIDAS)
Computer system that supports NASD Regulation's market regulation and examination programs by providing historical data on Nasdaq over-the-counter quotation and trading volume.
Market Maker
A firm that maintains a firm bid and offer price in a given security by standing ready to buy or sell at publicly-quoted prices. The Nasdaq Stock Market is a decentralized network of competitive Market Makers. Market Makers process orders for their own customers, and for other NASD broker/dealers; all NASD securities are traded through Market Maker firms. Market Makers also will buy securities from issuers for resale to customers or other broker/dealers. About 10 percent of NASD firms are Market Makers; a broker/dealer may become a Market Maker if the firm meets capitalization standards set down by NASD.
Market Maker spread
The difference between the price at which a Market Maker is willing to buy a security and the price at which the firm is willing to sell it. (See inside market)
market order
An order to buy or sell a stated amount of a security at the best possible price at the time the order is received in the marketplace.
Market Regulation
See NASD Regulation, Inc.
market surveillance
A highly automated, centralized process of investigating and preventing abusive, manipulative, or illegal trading practices in The Nasdaq Stock Market. The Market Surveillance Department is called Market Regulation. (See NASD Regulation, Inc.)
market value
The market value of a security is the last-sale price multiplied by total shares outstanding. It is calculated throughout the trading day, and is related to the total value of the index. (See last-sale reporting)
material news
News released by a public company that might reasonably be expected to affect the value of a company's securities or influence investors' decisions. Material news includes information regarding corporate events of an unusual and non-recurring nature, news of tender offers, unusually good or bad earnings reports, and a stock split or stock dividend. (See trading halt)
MD&A
See management's discussion and analysis
mediation
An informal, voluntary process used in securities industry disputes in which a mediator helps negotiate a mutually-acceptable resolution between disputing parties. Unlike arbitration or litigation, mediation does not impose a solution. If the parties cannot negotiate an acceptable settlement, they may still arbitrate or litigate their dispute. (See arbitration)
member firm
A broker/dealer that is a member of the National Association of Securities Dealers, Inc.
MIDAS
See Market Information Data Access System
misrepresentation
A false representation of a matter of fact that should have been disclosed, which deceives another so that he/she acts upon it to his/her injury.
most active
Most active Nasdaq National Market stocks.
motion
An application made to the arbitrator(s) for the purpose of obtaining a rule or order directing some act to be done in favor of the applicant.
multiple
See price/earnings ratio
Municipal Bond Acceptance and Reconciliation Service (MBARSSM)
Service designed to eliminate submission of trade-data paperwork to the clearing corporation and to assist in the comparison and clearing of municipal bond, over-the-counter corporate bond, and unit investment trust trades.
Municipal bonds
Bonds issued by states, cities, counties, and towns to fund public capital projects like roads, schools, sanitation facilities, bridges, as well as operating budgets. These bonds are exempt from federal taxation and from state and local taxes for the investors who reside in the state where the bond is issued.
Municipal securities dealer
Any person, except a bank or department or division of a bank, engaged in the business of buying and selling municipal securities for his own account. Banks are not included in this definition.
Municipal securities broker
A broker engaged in the business of effecting transactions in municipal securities for the account of others. Banks are not included in this definition.
Municipal securities
See Municipal bonds
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NASAA
See North American Securities Administrators Association, Inc.


NASD
See National Association of Securities Dealers, Inc.
NASD Information Request Form (NIRF)
Allows members of the public to obtain certain types of disciplinary and registration information regarding member firms and associated persons.
NASD Rules
The numbered rules set forth in the NASD Manual beginning with the Rule 0100 Series.
NASDRSM
See NASD Regulation, Inc.
NASD By-Laws (Marketplace Rules)
The basic rules and regulations that govern the National Association of Securities Dealers, Inc. Attached to the By-Laws are Schedules: Schedule A - NASD assessments and fees Schedule B - NASD district boundaries.
NASD Regulation, Inc. (NASDRSM)
An independent subsidiary of the NASD that regulates the activities of broker/dealers in the over-the-counter industry and The Nasdaq Stock Market. NASDR carries out its regulatory responsibilities through education, examinations, market surveillance, registration of securities personnel, advertising and underwriting reviews, disciplinary actions that violate rules, investigation of customer complaints, and forums to resolve disputes. NASDR also regulates the sale of mutual funds, direct participation programs, and variable annuities.
NAqcessSM
A proposed service of The Nasdaq Stock Market that provides investors with market-wide price protection of their limit orders, the opportunity to obtain price improvement in buying and selling Nasdaq stocks, and increased access to Nasdaq. Nasdaq Primary Retail Order View and Execution System (N*Prove) is a similar system that NASD approved, but was rejected by the Securities and Exchange System. (See limit order, Small Order Execution System)
Nasdaq
The National Association of Securities Dealers Automated Quotation system. (See National Association of Securities Dealers, Inc.)
Nasdaq CompositeSM Index
A statistical measure that indicates changes in The Nasdaq Stock Market. The Nasdaq Composite Index measures all Nasdaq domestic and foreign common stocks. It is market-value weighted: each company's security affects the index in proportion to its market value. Securities in the Nasdaq Composite Index generally are assigned to subindexes based on their Standard Industrial Classification (SIC) codes. (See market value, subindex, Standard Industrial Classification codes)
Nasdaq Director
The Nasdaq employee who serves as the primary point of contact and liaison between a public company and The Nasdaq Stock Market.
Nasdaq InternationalSM, Ltd.
A subsidiary of Nasdaq headquartered in London, England. Nasdaq International supports NASD members in London, serves as a liaison to United Kingdom and European companies seeking to list securities on Nasdaq, encourages foreign institutional participation in Nasdaq stocks, and promotes the international image of the NASD and its markets.
Nasdaq International Service
The extension of The Nasdaq Stock Market to the United Kingdom. The service supports a European trading session from 3:30 a.m. to 9 a.m. eastern time (U.S.). This enables participants to monitor trade during London market hours. NASD members are eligible to participate in this session through their U.S. trading facilities or approved United Kingdom affiliates.
Nasdaq National Market®
More than 3,900 companies that are the larger and generally more actively-traded Nasdaq securities. (See The Nasdaq SmallCap Market)
Nasdaq Quotation Dissemination ServiceSM (NQDS)
The NQDS carries real-time quotation information for Market Makers and electronic communication networks (ECNs) in each Nasdaq National Market® and Nasdaq SmallCap MarketSM issue. Using the NQDS data feed, market data vendors are able to create a Level 2 display similar to the Nasdaq Workstation IITM to show the depth of Market Makers at each price level of a Nasdaq-listed security. (See electronic communication network (ECN),   Market Maker, Nasdaq Workstation IITM)
Nasdaq Trade Dissemination ServiceSM (NTDS)
The NTDS carries real-time trade price and volume data to market data vendors and other data feed recipients. NTDS carries the price and size for all trade reports that are submitted to the Automated Confirmation Transaction ServiceSM (ACTSM). For pricing purposes, the Nasdaq Last Sale information is bundled with Nasdaq Level 1 Service. (See Automated Confirmation Transaction ServiceSM (ACTSM))
Nasdaq Workstation IITM
A computerized trading tool that provides access to all Nasdaq markets for Market Makers, brokers, and institutions. (Formerly named Service Delivery Platform)
National Association of Securities Dealers, Inc. (NASD®)
The largest self-regulatory organization for the securities industry in the United States. NASD is responsible for the operation and regulation of Nasdaq and the over-the-counter securities markets; it is the parent company of NASD Regulation, Inc., and The Nasdaq Stock Market, Inc. (See Nasdaq, The Nasdaq Stock Market, NASD Regulation, Inc.)
National Adjudicatory Council (NAC)
The National Adjudicatory Council is a committee of NASD Regulation, composed of representatives of member firms and the public, that is authorized to review disciplinary, membership, and exemptive proceedings, as well as applications for relief from statutory disqualifications.
National Securities Clearing Corporation (NSCC)
A securities clearing corporation formed in 1977 by the merger of the National Clearing Corporation, owned by the NASD, and the clearing facilities of the New York Stock Exchange (NYSE) and the American Stock Exchange (AMEX). It is a medium through which trades in the respective participants' markets are cleared and settled. (See clearance, settlement)
net change
The difference between today's last trade and the previous day's last trade.
net capital rule
The Security and Exchange Commission requires that all broker/dealers maintain no more than a 15 to 1 ratio between indebtedness and liquid assets. Indebtedness includes money owed to the firm, margin loans, and commitments to purchase securities. Liquid assets include cash, and assets that are easily converted to cash.
net tangible assets
An accounting term defined as stockholders' equity minus goodwill. (See equity, goodwill)
neutral
One or more individuals assigned to mediate through negotiations or arbitrate by adjudication claims between or among disputing parties. (See arbitration, mediation)
new account
information form Document filled out by a broker that details vital facts about a new client's financial circumstances and investment objectives.
new issue
Securities being offered to the public for the first time; subject to the rules of the Securities and Exchange Commission. (See initial public offering, underwriter)
newspaper listings
The stock price coverage given to securities in newspapers, dependent upon in which market the company trades, the size of the company, and the level of trading activity in the company's stock.
NIRF
See NASD Information Request Form
no quote (NQ)
No Market Makers making an inside market at this time. (See inside market)
North American Securities Administrators Association, Inc. (NASAA)
An association of securities commissioners from each of the 50 states, the District of Columbia, Puerto Rico, and several of the Canadian provinces.
NQ
See no quote
NQDS
See Nasdaq Quotation Dissemination ServiceSM
NSCC
See National Securities Clearing Corporation
NTDS
See Nasdaq Trade Dissemination ServiceSM
NYSE
New York Stock Exchange
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OCC
See Options Clearing Corporation


offer price
See ask or offer price
Office of Supervisory Jurisdiction (OSJ)
Any main or branch office of an NASD member where one or more of the following take place: order execution or market making; public offerings or private placements are structured; customers' funds or securities are held; new accounts are approved; customer orders are reviewed and endorsed; advertising or sales literature for use by the member's associated persons is approved; the activities of associated persons at other branch offices of the member are supervised.
open order
An order to buy or sell a security that remains in effect until it is either canceled by the customer or executed.
operations
The back office of a brokerage firm where all clerical functions having to do with clearance, settlement, and execution of trades are handled. (See clearance, prompt receipt and delivery of securities, settlement)
OPRA
See Options Prices Reporting Authority
option
An instrument that gives the owner the right to buy or sell a specified number of shares of a specified stock at a specified price within a specified period of time. A call option allows the buyer to purchase the underlying stock at any time up to the expiration date of the contract. A put option allows the buyer to sell the underlying stock at any time up to the expiration date of the contract.
Options Clearing Corporation (OCC)
The issuer of standardized options traded on exchanges. OCC is owned by the options markets.
Options Prices Reporting Authority (OPRA)
A joint industry plan that disseminates inside quotations and last sale data for options.
order flow
aggregated small orders to purchase or sell securities that brokers send to dealers often in return for cash payments.
order matching
The Market Maker practice of pairing buy and sell orders for like amounts of securities at identical prices. (See Market Maker, Small Order Execution System)
order ticket
A form completed by a registered representative of a brokerage firm upon receiving order instructions from a customer.
OSJ
See Office of Supervisory Jurisdiction
OTC
See over-the-counter securities
OTCBB
See OTC Bulletin Board Service
OTC Bulletin Board® Service
The OTC Bulletin Board® (OTCBB) is a regulated quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (OTC) equity securities. An OTC equity security generally is any equity that is not listed or traded on Nasdaq® or a national securities exchange. OTCBB securities include national, regional, and foreign equity issues, warrants, units, American Depositary Receipts (ADRs), and Direct Participation Programs (DPPs). The OTCBB is a quotation medium for subscribing members, not an issuer listing service, and should not be confused with The Nasdaq Stock MarketSM. OTCBB securities are traded by a community of Market Makers that enter quotes and trade reports through a highly sophisticated, closed computer network, which is accessed through Nasdaq Workstation IITM. (See American Depositary Receipt, Nasdaq Workstation IITM,   (The) Nasdaq Stock MarketSM)
out-of-pocket loss
The difference between the value of what the purchaser parted with, and the value of what he or she has received.
over-the-counter (OTC) securities
Securities that are not listed and traded on an organ
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p/e ratio
See price/earnings ratio


passive market-making
A process that allows a Market Maker firm to be both underwriter and buyer of a company's securities in a secondary public offering. A underwriting Market Maker may bid for the security during the issue's cooling-off period if its bid is no higher than a competing, non-underwriting, Market Maker's. Before the Securities and Exchange Commission adopted passive market-making in 1993, Market Makers were required to withdraw from solicitation and market-making activities during the cooling-off period. (See Market Maker, secondary offering, underwriter, cooling-off period)
penalty bid
A syndicate manager's or underwriter's offer to buy a security at specific price during a new issue distribution. The bid acts to stabilize the price of the stock, to facilitate distribution. The bid, also called "pegging," is permitted under Securities and Exchange Commission Rule 10b-7; otherwise the practice is prohibited. (See bid, new issue, syndicate manager, underwriter)
pink sheets
Daily printed listings containing quotations for thousands of over-the-counter stocks that are not listed on any of the major stock markets. These quotations are entered by dealers acting as Market Makers in the individual securities. The pink sheets are printed by the National Quotation Bureau.
portfolio
The combined holding of more than one stock, bond, commodity, real estate investment, or other asset by an individual or institutional investor.
PORTAL
The NASD's trading system for secondary trading of unregistered securities in transactions exempt from the registration and a prospectus delivery requirement of the Securities Act of 1933 pursuant to SEC Rule 144A.
pre-syndicate bid