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Zorluk: OrtaMarket Participants and Investor Classifications

A compliance team at a securities firm is auditing the regulatory classifications of its counterparties and execution practices. Which of the following statements correctly describe market participant functions or investor classifications under federal securities regulations?

  1. An institution that owns and invests at least $100 million in securities on a discretionary basis qualifies as a Qualified Institutional Buyer (QIB) under Rule 144A.Cevap
  2. A broker-dealer executing a transaction from its own inventory acts in a principal capacity and charges a mark-up or mark-down.Cevap
  3. C
    An individual investor with a primary residence valued at $1.5 million automatically qualifies as a Qualified Institutional Buyer (QIB).
  4. D
    The Depository Trust Company (DTC) handles trade clearing and central counterparty netting, while the National Securities Clearing Corporation (NSCC) provides central custody and book-entry settlement.

Cevap

The correct statements are that an institution owning and investing at least $100 million in securities on a discretionary basis is a Qualified Institutional Buyer (QIB), and that a broker-dealer trading from inventory acts in a principal capacity charging a mark-up or mark-down.
The statements regarding QIB qualification thresholds and broker-dealer principal capacity are accurate. QIB status under SEC Rule 144A requires an institutional entity to own and invest at least $100 million in securities on a discretionary basis. Additionally, when a firm acts as a dealer/principal, it executes transactions using its own inventory and receives compensation through a mark-up or mark-down.

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1
Evaluate the qualification criteria for Qualified Institutional Buyers (QIBs).
Confirm that QIB status under SEC Rule 144A applies to institutional entities managing at least $100 million in qualifying securities, while natural persons (individuals) can never qualify as QIBs.
Rule 144A reserves QIB status exclusively for large institutional investors.
2
Differentiate broker-dealer trade execution capacities.
Verify that acting as an agent (broker) involves matching buyers and sellers for a commission, whereas acting as a principal (dealer) involves buying into or selling from proprietary inventory with a mark-up or mark-down.
Capacity dictates whether firm compensation is fee/commission-based or spread/markup-based.
3
Verify clearing and depository clearinghouse operations.
Recognize that the National Securities Clearing Corporation (NSCC) clears trades and nets obligations, while the Depository Trust Company (DTC) maintains custody and settlement records.
Understanding distinct DTCC subsidiary roles prevents operational misclassification.

Anahtar Kavram

Market Participant Capacities and Investor Threshold Classifications
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Market Participants and Investor Classifications

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