accreted value
The
current value of your zero-coupon municipal bond, taking into account
interest that has been accumulating and automatically reinvested in the
bond.
accretion bond
Often
the last tranche in a CMO, the accretion bond, or Z-tranche, receives no
cash payments for an extended period of time until the previous tranches
are retired. While the other tranches are outstanding, the Z-tranche
receives credit for periodic interest payments that increase its face value
but are not paid out. When the other tranches are retired, the Z-tranche begins
to receive cash payments that include both principal and continuing
interest.
accrual bond
Often
the last tranche in a CMO, the accrual bond or Z-tranche receives no cash
payments for an extended period of time until the previous tranches are
retired. While the other tranches are outstanding, the Z-tranche receives
credit for periodic interest payments that increase its face value but are
not paid out. When the other tranches are retired, the Z-tranche begins to
receive cash payments that include both principal and continuing interest.
accrued interest
(1)
The dollar amount of interest accrued on an issue, based on the stated
interest rate on that issue, from its date to the date of delivery to the
original purchaser. This is usually paid by the original purchaser to the
issuer as part of the purchase price of the issue; (2) Interest deemed to
be earned on a security but not yet paid to the investor.
active tranche
A
CMO tranche that is currently paying principal payments to investors.
ad valorem tax
[Latin:
to the value added] A tax based on the value (or assessed value) of real
property.
adjustable-rate mortgage (ARM)
A
mortgage loan on which interest rates are adjusted at regular intervals
according to predetermined criteria. An ARM's interest rate is tied to an
objective, published interest rate index.
advance refunding
A
financing structure under which new bonds are issued to repay an
outstanding bond issue prior to its first call date. Generally, the
proceeds of the new issue are invested in government securities, which are
placed in escrow. The interest and principal repayments on these securities
are then used to repay the old issue, usually on the first call date.
agency transaction
A
sale and purchase of bonds in which the dealer places bonds with the buyer
on a commission basis rather than selling bonds that the dealer owns.
Agreement Among Underwriters (AAU)
Legal
document used principally in negotiated sales by underwriters. The document
consists of the instructions, terms and acceptances, and the standard terms
and conditions.
allotment
Distribution
of bonds to syndicate members by the book running manager.
All or None (AON)
Where
the offeror of a block of bonds will only sell all of the available bonds
and not only a portion of them.
Alternative Minimum Tax (AMT)
An
alternative way of calculating income under the Internal Revenue Code.
Interest on private-activity bonds [other than 501(c)(3) obligations]
issued after August 7, 1986, is used for such a calculation.
amortization
Liquidation
of a debt through installment payments.
arbitrage
In
the municipal market, the difference in interest earned on funds borrowed
at a lower tax-exempt rate and interest on funds that are invested at a
higher-yielding taxable rate. Under the 1986 Tax Act, with very few
exceptions, arbitrage earnings must be rebated back to the federal
government.
arbitrage certificate
Transcript
certificate evidencing compliance with the limitations on arbitrage imposed
by the Internal Revenue Code and the applicable regulations.
ascending, or positive, yield curve
The
interest rate structure which exists when long-term interest rates exceed
short-term interest rates.
ask price
Price
being sought for the security by the seller. Also called the offer.
assessed valuation
The
value of property against which an ad valorem tax is levied, usually a
percentage of "true" or "market" value.
auction
Sealed-bid
public sale of Treasury securities; method of determining the rate or
yield.
auction rate bonds
Floating-rate
tax-exempt bonds where the rate is periodically reset by a dutch auction.
authority
A
separate state or local governmental issuer expressly created to issue
bonds or run an enterprise, or to do both. Certain authorities issue bonds
on their own behalf, such as transportation or power authorities.
Authorities that issue bonds on the behalf of qualified nongovernmental
issuers include health facilities and industrial development authorities.
authorizing resolution
Issuer
document which states the legal basis for debt issuance, and states the
general terms of the financing.
average life
On
a mortgage security, the average time to receipt of each dollar of
principal, weighted by the amount of each principal prepayment, based on
prepayment assumptions.
basis point
Smallest
measure used in quoting yields on bonds and notes. One basis point is 0.01%
of yield. For example, a bond's yield that changed from 6.52% to 7.19%
would be said to have moved 67 basis points.
basis price
The
price of a security expressed in yield, or percentage of return on the
investment. Price differentials in municipal bonds are usually expressed in
multiples of 5/100 of 1%, or "05."
bearer security
A
security that has no identification as to owner. It is presumed to be owned
by the bearer or the person who holds it. Bearer securities are freely and
easily negotiable since ownership can quickly be transferred from seller to
buyer. Tax-exempt municipal bonds are no longer being issued in bearer
form.
benchmark
A
bond whose terms are used for comparison with other bonds of similar
maturity. The global financial market typically looks to U.S Treasury
securities as benchmarks.
beneficial owner
One
who benefits from owning a security, even if the security's title of
ownership is in the name of a broker or bank ("street name").
bid
Price
at which a buyer is willing to purchase a security.
bid list
Schedule
of bonds distributed by holder or broker to dealer in order to get a bid,
or current price, on the bonds.
bill
A
short-term direct obligation of the U.S. Treasury that has a maturity of
not more than one year (for example, 13-, 26- or 52-week maturity).
blended yield to maturity
The
combination and average of two points on the yield curve to find a yield at
the midpoint.
blue-sky memorandum
A
memorandum for use by the account specifying the way a specific issue will
be treated under state securities laws, frequently of all 50 states, Puerto
Rico, and the District of Columbia. This memorandum is prepared first in
preliminary form, which may note that certain steps need to be taken in
various jurisdictions in order to qualify the issue for sale within these
jurisdictions. The memorandum is then issued in supplemental form and
generally the supplemental form reports that the required actions in the
various jurisdictions have been taken.
bond
(1)
The written evidence of debt, bearing a stated rate or stated rates of
interest, or stating a formula for determining that rate, and maturing on a
date certain, on which date and upon presentation a fixed sum of money plus
interest (usually represented by interest coupons attached to the bond) is
payable to the holder or owner. A municipal bond issue is usually comprised
of many bonds that mature over a period of years; (2) For purposes of
computations tied in to "per bond," a $1,000 increment of an
issue (no matter what the actual denominations are); (3) Bonds are
long-term securities with a maturity of greater than one year.
bond anticipation note (BAN)
A
note issued in anticipation of later issuance of bonds, usually payable
from the proceeds of the sale of the bonds or of renewal notes. BANs can
also be general obligations of the issuer.
bond bank
Agencies
created by a few states to buy entire issues of bonds of municipalities.
The purchases are financed by the issuance of bonds by the bond bank. The
purpose is to provide better market access for small, lesser-known issuers.
The Bond BuyerTM
The
daily newspaper of the municipal bond market. The Bond Buyer
publishes news stories, new-issuer calendars, results of bond sales,
notices of redemptions and other items of interest to the market. The
Bond Buyer also publishes weekly indexes of bond yields that are
widely followed by the market.
bond counsel
A
lawyer or law firm that delivers a legal opinion which deals with the
issuer's authorization to issue bonds and the tax-exempt nature of the
bond. Bond counsel is retained by the issuer.
bond equivalent yield
An
adjustment to a CMO yield which reflects its greater present value, created
because CMOs pay monthly or quarterly interest, as opposed to semiannual
interest payments on most other types of bonds.
bond funds
Registered
investment companies whose assets are invested in diversified portfolios of
bonds.
bond insurance
Legal
commitment by insurance company to make scheduled payment of interest and
principal of a bond issue in the event that the issuer is unable to make
those payments on time. The cost of insurance is usually paid by the issuer
in case of a new issue of bonds, and the insurance is not purchased unless
the cost is far more than offset by the lower interest rate that can be
incurred by the use of the insurance.
bond purchase agreement (BPA)
The
contract between the issuer and the underwriter setting forth the terms of
the sale, including the price of the bonds, the interest rate or rates
which the bonds are to bear and the conditions to closing. It is also
called the purchase contract.
bond resolution
Issuer
legal document which details the mechanics of the bond issuer, security
features, covenants, events of default and other key features of the
issue's legal structure. Indentures and trust agreements are functionally
similar types of documents, and the use of each depends on the individual
issue and issuer.
bond year
An
element in calculating average life of an issue and in calculating net
interest cost and net interest rate on an issue. A bond year is the number
of 12-month intervals between the dated date of the bond and its maturity
date, measured in $1,000 increments. For example, the "bond
years" allocable to a $5,000 bond dated April 1, 1980, and maturing
June 1, 1981, is 5.830 [1.166 (14 months divided by 12 months) x 5 (number
of $1,000 increments in $5,000 bond)]. Usual computations include
"bond years" per maturity or per an interest rate, and total
"bond years" for the issue.
book entry
A
method of registering and transferring ownership of securities
electronically which eliminates the need for physical certificates.
bought deals
GSE-issued
securities sold through negotiated direct placements or competitive bids,
with terms and size determined by the immediate needs of the GSE.
broker
A
firm or person who acts as an intermediary by buying and selling securities
to dealers on an agency basis rather than for its own account.
bullet
A
security with a fixed maturity and no call feature.
call
Actions
taken to pay the principal amount prior to the stated maturity date, in
accordance with the provisions for "call" stated in the
proceedings and the securities. Another term for call provisions is
redemption provisions.
callable
Subject
to payment of the principal amount (and accrued interest) prior to the
stated maturity date, with or without payment of a call premium. Bonds can
be callable under a number of different circumstances, including at the
option of the issuer, or on a mandatory or extraordinary basis.
call date
The
date at which some bonds are redeemable by the issuer prior to the maturity
date. In the event of a refunded security, a prerefunded date will appear
in place of any call date and will be indicated by an R = prerefunded; or
an E = escrowed to maturity.
call premium
A
dollar amount, usually stated as a percentage of the principal amount
called, paid as a "penalty" or a "premium" for the
exercise of a call provision.
call price
The
specified price at which a bond will be redeemed or called prior to
maturity, typically either at a premium (above par value) or at par.
call protection
Bonds
that are not callable for a certain number of years before their call date.
cap
The
top interest rate that can be paid on a floating-rate security.
carry
The
cost of borrowing funds to finance an underwriting or trading position. A
positive carry happens when the rate on the securities being financed is
greater than the rate on the funds borrowed. A negative carry is when the
rate on the funds borrowed is greater than the rate on the securities that
are being financed.
certificate of ownership
Proof
of ownership; a document issued to shareholders by a trustee of a unit
investment trust.
certificates of participation (COPs)
COPs
are a structure where investors buy certificates that entitle them to
receive a participation, or share, in the lease payments from a particular
project The lease payments are passed through the lessor to the certificate
holders with the tax advantages intact. The lessor typically assigns the
lease and lease payments to a trustee, which then distributes the lease
payments to the certificate holders.
clean CMO
Also
known as "sequential-pay CMO," the most basic type of CMO, in
which all tranches receive regular interest payments, but principal
payments are directed initially only to the first tranche until it is
completely retired. Once the first tranche is retired, the principal
payments are applied to the second tranche until it is fully retired, and
so on.
closed-end investment company
An
investment company created with a fixed number of shares, which are then
traded as listed securities on a stock exchange. After the initial
offering, existing shares can only be bought from existing shareholders.
closing date
This
is similar to a settlement date, but occurs for a new issuance of bonds.
The closing may be as long as 30 days in case of a competitively sold issue.
collar
Upper
and lower limits (cap and floor, respectively) on the interest rate of a
floating-rate security.
Collateralized Mortgage Obligation
(CMO)
A
multiclass bond backed by a pool of mortgage pass-through securities or
mortgage loans.
commission
The
fee paid to a dealer when the dealer acts as agent in a transaction, as
opposed to when the dealer acts as a principal in a transaction (see
"net price").
common stock
A
share representing participation in the ownership of an enterprise, generally
with the right to participate in dividends and in most cases to vote on
major matters affecting stockholder interests.
companion tranche
A
CMO tranche that absorbs a higher level of the impact of collateral
prepayment variability in order to stabilize the principal payment schedule
for a PAC or TAC tranche in the same offering.
competitive underwriting or sale
A
sale of municipal securities by an issuer in which underwriters or
syndicates of underwriters submit sealed bids (or oral auction bids) to
purchase the securities. The securities are won and purchased by the
underwriter or syndicate of underwriters which submits the best bid
according to guidelines in the notice of sale. This is contrasted with a
negotiated underwriting.
compound accreted value
The
value of a zero-coupon bond at any given time, based on the principal, with
interest compounded at a stated rate of return over time.
concession
Fractional
discount from the public offering of new securities at which the
underwriter sells the bonds to dealers not in the syndicate.
confirmation
A
written document confirming an oral transaction in municipal securities
that provides pertinent information to the buyer and seller concerning the
securities and the terms of the transaction.
Constant Maturity Treasury (CMT)
A
series of indexes of various maturities (one, three, five, seven or 10
years) published by the Federal Reserve Board and based on the average
yield of a range of Treasury securities adjusted to a constant maturity
corresponding to that of the index.
confirmation
A
document used by securities dealers and banks to state in writing the terms
and execution of a verbal arrangement to buy or sell a security.
Constant Prepayment Rate (CPR)
The
percentage of outstanding mortgage loan principal that prepays in one year,
based on the annualization of the Single Monthly Mortality (SMM), which
reflects the outstanding mortgage loan principal that prepays in one month.
continuing disclosure
Under
amendments to Rule 15c2-12, the obligation on the issuer's part to provide
annual updating of financial information and operating data of the type
included in the official statement for the primary bond offering. The
issuer must also provide notice of material events.
conventional mortgage loan
A
mortgage loan granted by a bank or thrift institution that is based solely
on real estate as security and is not insured or guaranteed by a government
agency.
convexity
A
measure of the change in a security's duration with respect to changes in
interest rates. The more convex a security is, the more its duration will
change with interest rate changes.
Cost of Funds Index (COFI)
A
bank index reflecting the weighted average interest rate paid by savings
institutions on their sources of funds. There are national and regional
COFI indexes.
counterparty
One
of two entities in a traditional interest rate swap. In the municipal
market a counterparty and a party can be a state or local government, a
broker-dealer or a corporation.
coupon
The
rate of interest payable annually. Where the coupon is blank, it can
indicate that the bond can be a 'zero-coupon,' a new issue, or that it is a
variable-rate bond.
covenant
The
issuer's pledge, in the financing documents, to do or to avoid from doing
certain practices and actions.
cover bid
The
second-highest bidder in a competitive sale.
CP Index
Usually
the Federal Reserve Commercial Paper Composite, calculated each day by the
Federal Reserve Bank of New York by averaging the rate at which the five
major commercial paper dealers offer "AA" industrial commercial
paper for various maturities. Most CP-based floating-rate notes are reset
according to the 30- and 90-day CP composites.
CPI-U
The
nonseasonally adjusted U.S. City Average All Items Consumer Price Index for
All Urban Consumers, published by the Bureau of Labor Statistics of the
U.S. Department of Labor.
credit enhancement
The
use of the credit of a stronger entity to strengthen the credit of a weaker
entity in bond or note financing. This term is used in the context of bond
insurance, bank facilities and government programs.
credit ratings
Designations
used by ratings services to give relative indications of credit quality.
credit spread
A
yield difference, typically in relation to a comparable U.S. Treasury
security, that reflects the issuer's credit quality. Credit spread also
refers to the difference between the value of two securities with similar
interest rates and maturities when one is sold at a higher price than the
other is purchased.
current face
The
current remaining monthly principal on a mortgage security. Current face is
computed by multiplying the original face value of the security by the
current principal balance factor.
current refunding
A
financing structure under which the old bonds are called or mature within
90 days of the issuance of the new refunding bonds.
current yield
The
ratio of interest to the actual market price of the bond, stated as a
percentage. For example, a bond with a current market price of $1,000 that
pays $60 per year in interest would have a current yield of 6%.
CUSIP
The
Committee on Uniform Security Identification Procedures, which was
established under the auspices of the American Bankers Association to
develop a uniform method of identifying municipal, U.S. government, and
corporate securities. CUSIP numbers are unique nine-digit numbers assigned
to each series of securities.
dated date (or issue date)
The
date of a bond issue from which the bondholder is entitled to receive
interest, even though the bonds may actually be sold or delivered at some
other date.
daycount
The
convention used to calculate the number of days in an interest payment
period. A 30/360 convention assumes 30 days in a month and 360 days in a
year. An actual/360 convention assumes the actual number of days in the
given month and 360 days in the year. An actual/ actual convention uses the
actual number of days in the given interest period and year.
dealer
A
securities firm or department of a commercial bank that engages in the
underwriting, trading and sale of municipal (or other) securities.
dealer bank
Department
of commercial bank that engages in the underwriting, trading and sale of
municipal (or other) securities.
debenture
Unsecured
debt obligation, issued against the general credit of a corporation, rather
than against a specific asset.
debt limit
Statutory
or constitutional limit on the principal amount of debt that an issuer may
incur (or that it may have outstanding at any one time).
debt service
Principal
and interest.
debt service coverage
The
ratio of net revenues to the debt service requirements.
debt service requirements
Amounts
required to pay debt service, often expressed in the context of a time
frame (such as "annual debt service requirements").
debt service reserve fund
The
fund into which are paid monies which are required by the trust agreement
or indenture as a reserve against a temporary interruption in the receipt
of the revenues or other amounts which are pledged for the payment of the
bonds. A common deposit requirement for a "debt service reserve
fund" is six months or one-year's debt service on the bonds. The
"debt service reserve fund" may be initially funded out of bond
proceeds, over a period of time from revenues, or by a combination of the
above.
deep discount
A
discount greater than traditional market discounts of 3%.
default
Failure
to pay principal or interest when due. Defaults can also occur for failure
to meet nonpayment obligations, such as reporting requirements, or when a
material problem occurs for the issuer, such as a bankruptcy.
default risk
Possibility
that a bond issuer will fail to pay principal or interest when due.
defeasance
Termination
of the rights and interests of the trustee and bondholders under a trust
agreement or indenture upon final payment or provision for payment of all
debt service and premiums, and other costs, as specifically provided for in
the trust instrument.
denomination
The
face amount, or par value, of a bond or note that the issuer promises to
pay on the maturity date. Most municipal bonds are issued in a minimum
denomination of $5,000.
derivative
A
financial product that derives its value from an underlying security. In
the tax-exempt market, there are primary and secondary derivative products.
discount
(1)
Amount (stated in dollars or a percent) by which the selling or purchase
price of a security is less than its face amount; (2) Amount by which the
amount bid for an issue is less than the aggregate principal amount of that
issue.
discount bond
A
bond sold at less than par.
discount margin
The
effective spread to maturity of a floating-rate security after discounting
the yield value of a price other than par over the life of the security.
discount note
Short-term
obligations issued at discount from face value, with maturities ranging
from overnight to 360 days. They have no periodic interest payments; the
investor receives the note's face value at maturity.
discount rate
The
rate the Federal Reserve charges on loans to member banks.
distribution of principal
Return
of principal to unit trust shareholders, usually when a bond in the
portfolio reaches maturity, is called or, if necessary, is sold prior to
maturity.
divided account
Account
structure that is divided as to liability, and not as to sales. Also called
"Western" account.
dollar bond
A
bond that is quoted and traded in dollar prices rather than in terms of
yield.
double and triple tax-exemption
Securities
that are exempt from state and local as well as federal income taxes are
said to have double or triple tax-exemption.
double-barreled bond
A
bond is said to be "double-barreled" when it is secured by the
pledge of two (or more) sources of payment. In some states a bond secured in
the first instance by a user charge, e.g., water or sewer, may be
additionally secured by ad valorem taxes if the user charges don't bring
enough revenue.
double exemption
Securities
that are exempt from state as well as federal income taxes are said to have
"double exemption." In states where this exemption occurs, the
exemption is usually only for bonds issued by the state or its local
governments. An exception to this rule is the bond debt of U.S. territories
such as Guam. Debt of Puerto Rico is also double exempt.
downgrade risk
Possibility
that a bond's rating will be lowered because the issuer's financial
condition, or the financial condition of a party to the financial
transaction, deteriorates.
duration
The
weighted maturity of a fixed-income investment's cash flows, used in the
estimation of the price sensitivity of fixed-income securities for a given
change in interest rates.
embedded option
A
provision within a bond giving either the issuer or the bondholder an
option to take some action against the other party. The most common
embedded option is a call option, giving the issuer the right to call, or
retire, the debt before the scheduled maturity date.
evaluator
An
independent service responsible for appraising the value of securities in a
trust's portfolio.
excess spread
The
net amount of interest payments from the underlying assets after
bondholders and expenses are paid and after all losses are covered. Excess
spread may be paid into a reserve account and used as a partial credit
enhancement or it may be released to the seller or the originator of the
assets.
exempt facilities bond
Refers
to those types of privately owned or privately used facilities which are
authorized to be issued on a tax-exempt basis under the Internal Revenue
Code. The Tax Reform Act of 1986 amended prior law to exclude the following
types of facilities from those which can be financed on a tax-exempt basis:
sports facilities; convention and trade show facilities; air and water
pollution control facilities; privately owned airport, dock, wharf and
mass-commuting facilities; and most parking facilities, among others.
expected maturity date
The
date on which principal is projected to be paid to investors. It is based
on assumptions about collateral performance.
extension risk
The
risk that rising interest rates will slow the anticipated rate at which
mortgages or other loans in a pool will be repaid, causing investors to
find their principal committed longer than expected. As a result, they may
miss the opportunity to earn a higher rate of interest on their money.
extraordinary redemption
This
is different from optional redemption, or mandatory redemption, in that it
occurs under an unusual circumstance, such as destruction of the facility
financed.
face amount
The
par value (i.e., principal, or maturity, value) of a security appearing on
the face of the instrument.
face value
The
par value of a security, as distinct from its market value.
factor
A
decimal value reflecting the proportion of the outstanding principal
balance of a mortgage security, which changes over time, in relation to its
original principal value. publishes the "Monthly Factor Report,"
which contains a list of factors for Ginnie Mae, Fannie Mae, and Freddie
Mac securities. Fannie Mae, Freddie Mac and trustees of private-label CMOs
also publish CMO tranche factors.
federal funds rate
The
interest rate charged by banks on overnight loans of their excess reserve
funds to other banks.
Federal Reserve commercial paper
composite
Calculated
each day by the Federal Reserve Bank of New York by averaging the rate at
which the five major commercial paper dealers offer "AA"
industrial Commercial Paper for various maturities. Most CP-based
floating-rate notes are reset according to the 30- and 90-day CP
composites.
final maturity date
The
date on which the principal must be paid to investors, which is later than
the expected maturity date. Also called legal maturity date.
financial advisor
A
consultant to an issuer of municipal securities who provides the issuer
with advice with respect to the structure, timing, terms or other similar
matters concerning a new issue of securities.
financial and operations principal
A
municipal securities employee who is required to meet qualifications
standards established by the MSRB. The individual is the person designated
to be in charge of the preparation and filing of financial reports to the
SEC and other regulatory bodies.
firm
Free
option to buy securities for a stated time at a stated price.
fixed-rate bond
A
long-term bond with an interest rate fixed to maturity.
fixed-rate mortgage
A
mortgage featuring level monthly payments, determined at the outset, which
remain constant over the life of the mortgage.
floating-rate bond
A
bond for which the interest rate is adjusted periodically according to a
predetermined formula, usually linked to an index.
floor
The
lower limit for the interest rate on a floating-rate bond.
flow of funds
Refers
to the structure which is established in the bond resolution or the trust
documents which sets forth the order in which funds generated by the
enterprise will be allocated to various purposes.
forward cap
An
agreement to enter into a cap at some date in the future.
forward floor
An
agreement to enter into a floor at some date in the future.
forward swap
An
agreement to enter into a swap at some date in the future.
fully registered
A
security that is registered as to principal and interest, payment of which
is made only to or on the order of the registered owner.
futures contract
In
the municipal market, an agreement to purchase or sell the municipal bond
index (The Bond Buyer 40-Bond Index) for delivery in the future.
General Obligation Bond (GO)
A
municipal bond secured by the pledge of the issuer's full faith, credit and
taxing power.
Ginnie Mae I
Pass-through
mortgage securities on which registered holders receive separate principal
and interest payments on each of their certificates. Ginnie Mae I
securities are single-issuer pools.
Ginnie Mae II
Pass-through
mortgage securities on which registered holders receive an aggregate
principal and interest payment from a central paying agent on all of their
Ginnie Mae II certificates. Ginnie Mae II securities are collateralized by
multiple-issuer pools or custom pools, which contain loans from one issuer,
but interest rates that may vary within one percentage point.
global debt facility
The
issuance platform used by most GSEs when issuing "global" debt
into the international marketplace or a particular foreign market. Has same
credit characteristics as nonglobal debt but is more easily
"cleared" through international clearing facilities.
good-faith funds
Security
deposit on new securities, ranging from 1% to 5% of the par amount,
provided to the issuer at the time of a competitive bid by each
underwriting syndicate. Also called good-faith check, if delivered as a
check, or good-faith deposit.
Government-Sponsored Enterprise (GSE)
Financing
entities created by Congress to fund loans to certain groups of borrowers,
such as homeowners, farmers and students.
grantor trust
A
special-purpose vehicle set up to issue fixed-rate capital securities and
use the proceeds to purchase debt of the parent company. Investors who hold
interests in the trust are taxed as if they owned pro rata undivided
interests in the trust's assets.
hedge
An
investment made with the intention of minimizing the impact of adverse
movements in interest rates or securities prices.
high-yield bond
Bonds
issued by lower-rated corporations, sovereign countries and other entities
rated Ba or BB or below and offering a higher yield than more creditworthy
securities; sometimes known as junk bonds.
indenture
Issuer
legal document which details the mechanics of the bond issuer, security
features, covenants, events of default and other key features of the
issue's legal structure. Bond resolutions and trust agreements are
functionally similarly types of documents, and the use of each depends on
the individual issue and issuer.
index ratio
For
any particular date and any particular inflation-indexed security, the
Reference CPI-U applicable to such date divided by the Reference CPI-U
applicable to the original issue date (or dated date, when the dated date
is different from the original issue date).
indexed rate bonds
Tax-exempt
bonds where the rate is periodically reset on a formula that incorporates
an index, such as The Bond Market Association Swap Index.
industrial revenue bond
A
security issued by a state, political subdivision or certain agencies or
authorities, for certain specific purposes, but backed by the credit of a
private enterprise.
inflation-adjusted principal
For
an inflation-indexed security, the principal amount of the security,
derived by multiplying the par amount by the applicable index ratio.
inflation-indexed securities
Notes
periodically issued by the GSEs whose return is adjusted with changes in
the PPI or CPI.
initial delivery
The
delivery of a new issue by the issuer to the original purchaser, upon
payment of the purchase price. Also called "original delivery."
initial offering price
The
price (based upon yield to maturity) stated as a percentage of par at which
the account determines to market the issue during a set period of time,
called the initial offering period. Members of the account may not offer
any part of the issue at any other price during that period.
insurance
Municipal
bond insurance companies guarantee timely payment of principal and/or
interest on municipal and certain other types of bonds in the event of a
default. The major insurers are identified by these symbols:
ACA = American
Capital Access;
AMBAC = AMBAC Indemnity Corp.;
CapMAC = Capital Markets Assurance Corp.;
CL = Connie Lee;
FGIC = Financial Guaranty Insurance Co.;
FSA = Financial Security Assurance Inc.;
MBIA = MBIA Insurance Corp.
interest
Compensation
paid or to be paid for the use of money, generally expressed as an annual
percentage rate.
interest rate cap
An
agreement where a party pays a premium up front or in installments to the
counterparty. If the floating interest rate exceeds a stated fixed rate
during the time of the cap agreement, the counterparty will pay the
difference, based on the notional amount. The cap rate is also called the
strike rate. An interest rate cap can protect the purchaser against rising
interest rates.
inverse floater
A
CMO tranche that pays an adjustable rate of interest that moves in the
opposite direction from movements in a representative interest rate index
such as the London Interbank Offered Rate (LIBOR), the Constant Maturity
Treasury (CMT) or the Cost of Funds Index (COFI).
inverse floater bonds
A
primary derivative tax-exempt bond. The interest payable is based on a formula
that has a ceiling rate less a specified floating rate index or bond.
inverted, or negative, yield curve
The
interest rate structure which exists when short-term interest rates exceed
long-term interest rates. See "ascending, or positive, yield curve."
investment grade
Bonds
considered suitable for preservation of invested capital; ordinarily, those
rated Baa3 or better by Moody's Investors Service, or BBB- or better by
Standard & Poor's Corporation (see "ratings").
IO (interest-only) security
In
the case of a CMO, an IO tranche is created deliberately to pay investors
only interest and not principal. IO securities are priced at a deep
discount to the "notional" amount of principal used to calculate
the amount of interest due.
issue
The
issue description includes the name of the issuer of the bonds. If a
municipal bond, the issuer is typically a state, political subdivision,
agency or authority which borrows money through the sale of bonds or notes.
Corporate bonds are issued by private corporations.
issuer
A
state, political subdivision, agency or authority that borrows through the
sale of bonds or notes. The public entity is the "issuer" even in
those cases where the actual source of the money to pay debt service is to
be an entity other than the issuer.
joint managers
Underwriting
accounts are headed by a manager. When an account is made up of several
groups of underwriting firms that normally function as separate accounts,
the larger account is often managed by several underwriters, usually one from
each of the several groups, and these managers are referred to as
"joint managers."
jumbo pools
Ginnie
Mae II pass-through mortgage securities collateralized by pools which are
generally larger and contain mortgages that are often more geographically
diverse than single-issuer pools. Mortgage loans in jumbo pools may vary in
terms of the interest rate within one percentage point.
jump Z-tranche
A
Z-tranche that may start receiving principal payments before prior tranches
are retired if market forces create a "triggering" event, such as
a drop in Treasury yields to a defined level, or a prepayment experience
that differs from assumptions by a specific margin. "Sticky" jump
Z-tranches maintain their changed payment priority until they are retired.
"Non sticky" jump Z-tranches maintain their priority only
temporarily, for as long as the triggering event is present. Although jump
Z-tranches are no longer issued, some still trade in the secondary market.
junior security
A
security with a claim on a corporation's assets and income that is
subordinate to that of a senior security. For example, common stock is
junior to preferred stock, which is junior to unsecured debt such as
debentures, which is junior to secured debt.
junk bond
A
debt obligation with a rating of Ba or BB or lower, generally paying
interest above the return on more highly rated bonds, sometimes known as
high-yield bonds.
legal opinion
An
opinion concerning the validity of a securities issue with respect to
statutory authority, constitutionality, procedural conformity and usually
the exemption of interest from federal income taxes. The legal opinion is
usually rendered by a law firm recognized as specializing in public
borrowings, often referred to as bond counsel.
letter of credit (LOC)
A
commitment, usually issued by a bank, used to guarantee the payment of
principal and interest on debt issues. The LOC is drawn if the issuer is
unable to make the principal and/or interest payments on a timely basis.
level debt service
A
debt service schedule where total annual principal plus interest is
approximately the same throughout the life of the bond. This entails a
maturity schedule with increasing principal amounts each year.
level principal
A
debt service schedule where total annual principal plus interest declines
throughout the life of the bond. This entails a maturity schedule with the
same amount of principal maturing each year, with a resulting smaller
interest component each year. This is also called declining debt service.
leverage
The
use of borrowed money to increase investing power.
LIBOR (London Interbank Offered Rate)
The
rate banks charge each other for short-term Eurodollar loans. LIBOR is
frequently used as the base for resetting rates on floating-rate
securities.
limited-liability company
A
special-purpose company incorporated under special limited-liability
company legislation enacted in many states and foreign countries. This type
of entity is structured as a "pass-through" and treated like a
partnership for tax purposes.
limited partnership
An
entity formed under state legislation that enables large numbers of
investors to become limited partners of a partnership, owning an economic
interest in the entity's assets, but sharing in its liabilities only to the
extent of their initial investment.
limited tax bond
A
bond secured by a pledge of a tax or category of taxes limited as to rate
or amount.
line of credit
A
commitment by a bank to provide funds to a borrower, if certain conditions
have been met, or if certain conditions do not exist.
liquidation value
The
amount a securities holder may receive in case of a liquidation of the
issuer.
lockout
The
period of time before an investor will begin receiving principal payments.
long
Securities
that are owned by a dealer or investor.
long-term debt
Debt
which matures in more than one year.
manager (or senior manager)
The
underwriter that serves as the lead underwriter for an account. The
"manager" generally negotiates the interest rate and purchase
price in a negotiated transaction or serves as the generator of the
consensus for the interest rate and purchase price to be bid in a
competitive bidding situation. The "manager" signs the contracts
on behalf of the account and generally receives either a fee or a slightly
larger spread for its services in this capacity. See also "joint
managers."
mandatory sinking-fund redemption
A
requirement to redeem a fixed portion of term bonds, which may comprise the
entire issue, in accordance with a fixed schedule. Although the principal
amount of the bonds to be redeemed is fixed, the specific bonds which will
be called to satisfy the requirement as to amount are selected by the
trustee on a lot basis.
marketability
A
measure of the ease with which a security can be sold in the primary and
secondary market without an undue price concession.
material events
In
the municipal market, with regard to Rule 15c2-12, one of 11 specified
events that must be disclosed to investors if they occur.
maturity date
The
date when the principal amount of a security becomes due and payable.
maturity schedule
The
listing, by dates and amounts, of principal maturities of an issue.
medium-term note
A
debt security issued under a program that allows an issuer to offer notes
continuously to investors through an agent. The size and terms of
medium-term notes may be customized to meet investors' needs. Maturities
can range from one to 30 years.
modified duration
Duration
adjusted to price and yield levels to represent percent change relationship
of price and yield.
monetary default
Failure
to pay principal or interest promptly when due.
monoline bond insurer
A
Triple-A-rated company that guarantees that all interest and principal
payments on a bond will be paid as scheduled and that participates in no
other line of insurance business.
moral obligation bond
A
municipal bond which, in addition to its primary source of security,
possesses a structure whereby a state pledges to make up shortfalls in a
debt service reserve fund, subject to legislative appropriation. There is
no legal obligation for the state to make such a payment, but market
participants recognize that failure to honor the "moral" pledge
would have negative consequences for the state's own creditworthiness.
mortgage
A
legal instrument that creates a lien upon real estate securing the payment
of a specific debt.
mortgage banker
An
entity that originates mortgage loans, sells them to investors and services
the loans.
mortgage loan
A
loan secured by a mortgage.
mortgage pass-through security
A
security representing a direct interest in a pool of mortgage loans. The
pass-through issuer or servicer collects the payments on the loans in the
pool and "passes through" the principal and interest to the security
holders on a pro rata basis. Mortgage pass-through securities are also
known as mortgage-backed securities (MBS) and participation certificates
(PC).
mortgage revenue bond
A
security issued by a state, certain agencies or authorities, or a local
government to make or purchase loans (including mortgages or other
owner-financing) with respect to single-family or multifamily residences.
municipal bond
A
bond issued by a state or local governmental unit.
municipal over bond (MOB)
Spread
measures the relative difference between the municipal bond index future
price and the U.S. Treasury bond futures price.
municipal securities principal
A
municipal securities employee under MSRB rules who has supervisory
responsibility for the municipal securities operations of the firm.
municipal securities representatives
The
broadest class of municipal securities professionals who are required to
pass a qualifications examination under the rules of the MSRB. This group
includes individuals who underwrite, trade or sell municipal securities, do
research or offer investment advice, provide financial advisory services or
communicate with investors in municipal securities.
Municipal Securities Rulemaking Board
(MSRB)
An
independent self-regulatory organization established by the Securities Acts
Amendments of 1975, which is charged with primary rulemaking authority over
dealers, dealer banks and brokers in municipal securities. Its 15 members
are divided into three categories -- securities firms representatives, bank
dealer representatives and public members -- each category having equal
representation on the Board.
mutual fund
Also
known as an open-end investment company, to differentiate it from a
closed-end investment company. Mutual funds invest pooled cash of many investors
to meet the fund's stated investment objective. Mutual funds stand ready to
sell and redeem their shares at any time at the fund's current net asset
value: total fund assets divided by shares outstanding.
NASD
National
Association of Securities Dealers. Largest securities industry
self-regulatory organization in the United States.
negative convexity
A
characteristic of callable or prepayable securities that causes investors
to have their principal returned sooner than expected in a declining
interest rate environment or later than expected in a rising interest rate
environment. In the former scenario, investors may have to reinvest their
funds at lower rates ("call risk"); in the latter, they may miss
an opportunity to earn higher rates ("extension risk").
negotiated underwriting
In
a negotiated underwriting, the sale of bonds is by negotiation and
agreement with an underwriter or underwriting syndicate selected by the
issuer prior to the moment of sale. This is in contrast to a competitive or
an advertised sale,
net direct debt
Total
direct debt of a municipality less all self-supporting debt, any sinking
funds, and short-term debt such as tax anticipation notes and revenue
anticipation notes.
net interest cost
The
traditional method of calculating bids for new issues of municipal
securities. The total dollar amount of interest over the life of the bonds
is adjusted by the amount of premium or discount bid, and then reduced to
an average annual rate. The other method is known as the true interest cost
(see also "true interest").
net order
Bond
sold to investors at the price or yield shown in the reoffering scale. This
is the price with no concessions.
net price
Price
paid to a dealer for bonds when the dealer acts as principal in a
transaction, i.e., the dealer sells bonds that he owns, as opposed to an
agency transaction (see "agency transaction").
noncallable bond
A
bond that cannot be called for redemption at the option of the issuer
before its specified maturity date.
non-investment grade
Bonds
not considered suitable for preservation of invested capital; ordinarily,
those rated Baa3 or below by Moody's Investors Service, or BBB- or below by
Standard & Poor's Corporation. Bonds that are non-investment grade are
also called high-yield bonds.
notes
Short-term
promises to pay specified amounts of money, secured usually by specific
sources of future revenues, such as taxes, federal and state aid payments,
and bond proceeds.
notice of sale
An
official document disseminated by an issuer of municipal securities that
gives pertinent information regarding an upcoming bond issue and invites
bids from prospective underwriters.
notional amount
A
stated principal amount in an interest rate swap on which the swap is
based.
NRMSIRS
Nationally
Recognized Municipal Securities Information Repositories
odd lot
Block
of bonds of $100,000 or less.
offer
The
price at which a seller will sell a security.
offering price
The
price at which members of an underwriting syndicate for a new issue will
offer securities to investors.
official statement (OS)
The
offering document for municipal securities that is prepared by the issuer.
The "OS" discloses security features, and economic, financial and
legal information about the issue. The final OS contains the pricing
information on the issue that is not contained in the preliminary official
statement.
option-adjusted duration (effective
duration)
A
measure of the bond's movement for a shift in the yield curve. For
noncallable bonds modified duration and effective duration are the same.
option-adjusted spread
The
average spread over the AAA spot curve, based on potential paths that can
be realized in the future for interest rates. The potential paths of the cash
flows are adjusted to reflect the options (puts/calls) embedded in the
bond.
optional principal redemption bond
Term
used to describe callable securities issued by the FHLB with either fixed-
or floating-rate structures.
optional redemption
A
right to retire an issue or a portion thereof prior to the stated maturity
thereof during a specified period of years. The right can be exercised at
the option of the issuer or, in pass-through issues, of the primary
obligor. "Optional redemption" usually requires the payment of a
premium for its exercise, with the amount of the premium decreasing the
nearer the option exercise date is to the final maturity date of the issue.
order period
Specific
length of time when orders for new issues are placed by investors.
original delivery
The
delivery of a new issue by the issuer to the original purchaser, upon
payment of the purchase price. Also called "initial delivery."
original-issue discount
The
amount by which a security's price at issuance is lower than its par value.
In the case of fixed-rate capital securities, original-issue discount is
also generally considered to exist if the issuer is entitled to elect to
defer distributions.
original-issue discount bond (OID)
A
bond initially issued at a dollar price less than par which qualifies for
special treatment under federal tax law. Under federal tax law for
tax-exempt bonds, the difference between the issue price and par value is
treated as tax-exempt interest rather than capital gain.
overcollateralization
A
type of credit enhancement in which the principal amount of collateral used
to secure a given transaction exceeds the principal of the securities
issued.
overlapping debt
On
a municipal issuer's financial statement, "overlapping debt" is
the debt of other issuers which is payable in whole or in part by taxpayers
of the subject issuer. As an example, a county usually includes several
smaller governmental units and its debt is apportioned to them for payment
based on the ratio of the assessed value of each smaller unit to the
assessed value of the county. Another example is when a school district
includes two or more municipalities within its bounds. In each example,
"overlapping debt" is the proportionate share of the county
and/or of the school district borne by the included subject issuer.
over-the-counter market (OTC)
A
securities market that is conducted by dealers throughout the country
through negotiation of price rather than through the use of an auction
system as represented by a stock exchange.
owner trust
An
amortizing structure that permits significant cash-flow engineering, which
is generally prohibited with grantor trusts. Owner trusts are often used
with auto loans, equipment leases and student loans.
P&I (principal and interest)
The
term used to refer to regularly scheduled payments or prepayments of
principal and of interest on mortgage securities.
PAC (planned amortization class)
tranche
A
CMO tranche that uses a mechanism similar to a sinking fund to determine a
fixed principal payment schedule that will apply over a range of prepayment
assumptions. The effect of the prepayment variability that is removed from
a PAC bond is transferred to a companion tranche.
par
Price
equal to the face amount of a security; 100%.
par amount
The
principal amount of a bond or note due at maturity.
parity debt
Securities
issued or to be issued with equal and ratable claim on the same underlying
security and source of payment for debt service.
participation
Principal
amount of bonds to be underwritten by each syndicate member.
party
One
of two entities, in a traditional interest rate swap. In the municipal
market a counterparty and a party can be a state or local government, a
broker dealer, or a corporation.
paying agent
Place
where principal and interest are payable. Usually a designated bank or the
office of the treasurer of the issuer.
performance
An
investment's return (usually total return), compared to a benchmark that is
comparable to the risk level or investment objectives of the investment.
perpetual floating-rate note
A
floating-rate note with no stated maturity date.
plain-vanilla CMO
Or
"sequential-pay CMO." The most basic type of CMO, in which all
tranches receive regular interest payments, but principal payments are
directed initially only to the first tranche until it is completely
retired. Once the first tranche is retired, the principal payments are
applied to the second tranche until it is fully retired, and so on.
PO (principal-only) security
In
the case of a CMO, a PO tranche is created deliberately to pay investors
principal only and not interest. PO securities are priced at a deep
discount from their face value.
point
Shorthand
reference to 1%. In the context of a "bond," a "point"
means $10, since a "bond" with this reference means $1,000 (no
matter what the actual denominations of the bonds of the issue). An issue
or a security that is "discounted two points" is quoted at 98% of
its par value.
pollution control bond
A
debt security issued by a state, certain agencies or authorities, a local
government, or development corporation to finance the construction of air-
or water-pollution control facilities or sewage or solid waste disposal
facilities pursuant to federal law. The bonds are backed by the credit of
the beneficiary of the financing rather than the credit of the issuer. New
issues of these bonds are prohibited under the 1986 Tax Law.
pool
A
collection of mortgage loans assembled by an originator or master servicer
as the basis for a security. In the case of Ginnie Mae, Fannie Mae, or
Freddie Mac mortgage pass-through securities, pools are identified by a
number assigned by the issuing agency.
preferred stock
An
equity security that is junior to the issuing entity's debt obligations but
senior to common stock in the payment of dividends and the liquidation of
assets. The dividend can be fixed or floating and is usually stated as a
percentage of par value. Preferred stock usually has no voting rights and
frequently has a mandatory or optional redemption provision.
preliminary official statement
The
offering document for municipal securities, in preliminary form, which does
not contain pricing information. It is also called a POS, or a red herring.
premium
The
amount by which the price of a security exceeds its principal amount.
premium bond
Bonds
priced greater than par.
premium or discount price
When
the dollar price of a bond is above its face value, it is said to be
selling at a premium. When the dollar price is below face value, it is said
to be selling at a discount.
prepayment
The
unscheduled partial or complete payment of the principal amount outstanding
on a mortgage loan or other debt before it is due.
prepayment provision
Provision
specifying that, and at what time and on what terms, repayment of the
principal amount may be made by the issuer prior to the stated maturity.
Includes "call," but "prepayment" usually connotes less
formal procedures than a call.
prepayment risk
The
risk that falling interest rates will lead to heavy prepayments of mortgage
or other loans, forcing the investor to reinvest at lower prevailing rates.
price
The
dollar amount to be paid for a security, stated as a percentage of its face
value, or par. Bond prices are best reflected in their yields, which vary
inversely with the dollar price. The price you pay for a bond is based on a
host of variables, including interest rates, supply and demand, credit
quality, maturity and call features, tax status, state of issuance, market
events and the size of the transaction.
primary market (new-issue market)
Market
for new issues of municipal bonds and notes.
primary tax-exempt derivative products
These
are based on bonds issued by state and local governments. Examples include
inverse floater bonds; bonds with embedded swaps and caps; and bonds based
on interest rate tax-exempt derivative products that are based on a
custodial receipt, a trust certificate, or another security that is not
directly issued by a state or local government. Examples include tender
option bonds, trust certificates with interest rate swaps, and stripped
interest rate bonds.
prime rate
A
commercial bank's stated reference rate for lending.
principal
The
face amount of a bond, exclusive of accrued interest and payable at
maturity.
principal transaction
A
sale and purchase of bonds in which the dealer commits its own capital in
effecting the transaction.
private activity bond
Under
the 1986 Code, PABs are defined as any municipal obligation, irrespective
of the purpose for which it is issued or the source of payment, if
(1)
more than 10% of the proceeds of the issue will finance property that will
be used by a nongovernmental person in a trade or business, and
(2) the payment of debt service on more than 10% of the proceeds of the issue
will be (a) secured by property used in a private trade or business or
payments in respect of such property, or (b) derived from payments in
respect of property used in a private trade or business.
These
two tests -- the "private business use test" and the
"private payment or security test" -- must be examined in
connection with the issuance of any municipal security.
private label
The
term used to describe a mortgage security whose issuer is an entity other
than a U.S. government agency or U.S. government-sponsored enterprise. Such
issuers may be subsidiaries of investment banks, financial institutions or
home builders.
private placement
The
negotiated offering of new securities directly to investors, without a
public underwriting.
public offering price
The
aggregate value of securities in a unit investment trust fund, divided by
the number of units, plus the applicable sales charge. This is the price at
which units are offered for sale to the public.
put bond
A
bond that gives the holder the right to require the issuer or the issuer's
agent to purchase the bonds at a price, usually at par, at some date or
dates prior to the final stated maturity.
put option
A
put option allows the holder of a bond to "put," or present, the
bond to an issuer (or trustee) and demand payment at a stated time before
the final stated maturity of the bond.
ramp
A
concept often used with HELs and manufactured-housing transactions to
describe a series of increasing monthly prepayment speeds, prior to a
plateau, on which the expected average life of a security is based.
rate covenant
A
covenant in the financing proceedings requiring the charging of rates or
fees for the use of specified facilities or operations at least sufficient
to achieve a stated minimum coverage.
rate reset
The
adjustment of the interest rate on a floating-rate security according to a
prescribed formula.
ratings
Alpha
and/or numeric symbols used to give indications of relative credit quality.
In the municipal market, these designations are published by the rating
services. Internal ratings are also used by other market participants to
indicate relative credit quality.
real yield
For
an inflation-indexed security, the yield based on the payment stream in
constant dollars, i.e., before adjustment by the index ratio.
recession
A
downturn in economic activity on a large scale, such as in the U.S.
economy. The Commerce Department defines a recession as two or more
quarters of decline in output, as measured by Gross National Product (GNP)
or Gross Domestic Product (GDP).
reciprocal immunity doctrine
The
doctrine that many believe provides the constitutional basis for the
exemption from federal taxation of the interest earned on municipal
securities. The doctrine holds that the states are immune from taxation by
the federal government and vice versa. The advocates of tax-exemption for
bonds believe that a tax on the interest income a taxpayer receives
constitutes a tax on the issuer of the bonds.
record date
The
date for determining the owner entitled to the next scheduled payment of
principal or interest on a mortgage security.
red herring
A
preliminary official statement.
redemption premium
The
amount by which the "call" price of a security exceeds its
principal, or par value.
redemption provisions
Another
term for call provisions. Actions taken to pay the principal amount prior
to the stated maturity date, in accordance with the provisions for
"call" stated in the proceedings and the securities.
refunding
Sale
of a new issue, the proceeds of which are to be used, immediately or in the
future, to retire an outstanding issue by, essentially, replacing the
outstanding issue with the new issue. Refundings are done to save interest
cost, extend the maturity of the debt, or to relax existing restrictive
covenants.
registered bond
A
bond whose owner is registered with the issuer or its agent. Transfer of
ownership can only be accomplished when the securities are properly
endorsed by the registered owner.
registered owner
The
name in which a security is registered, as stated on the certificate or on
the books of the paying agent. P&I payments are made to the registered
owner on the record date.
reinvestment risk
The
risk that interest income or principal repayments will have to be
reinvested at lower rates in a declining rate environment.
remarketing
A
formal re-underwriting of a bond for which the form or structure is being
changed. Most commonly used in connection with changing variable rate to
fixed-rate financings -- typically because "the construction phase is
over"; or rates are at a level the issuer feels comfortable with for
the long term; or because of indenture requirements (probably relating to
arbitrage).
remarketing agent
A
dealer or dealer bank responsible for the pricing of variable-rate demand
bonds. The remarketing agent periodically sets and resets the interest rate
of a VRDN. If bonds are tendered, the remarketing agent will use his/her
best efforts to sell tendered bonds to another purchaser.
REMIC (Real Estate Mortgage Investment
Conduit)
Because
of changes in the 1986 Tax Reform Act, most CMOs are now issued in REMIC
form to create certain tax advantages for the issuer. The terms REMIC and
CMO are now used interchangeably.
request for proposals
Widely
referred to as an "RFP." A series of questions sent by a
potential issuer to evaluate the qualification of potential underwriters of
their negotiated issues. Written and sometimes oral (the "orals")
responses to questions may include a marketing plan for the bonds, the plan
of finance, and estimated costs. Also referred to as "Request for
Qualifications," or "RFQs."
residual
In
a CMO, the residual is that tranche which collects any cash flow from the
collateral that remains after obligations to the other tranches have been
met.
revenue anticipation note (RAN)
RANs
are issued in anticipation of sources of future revenue other than taxes.
This may include intergovernmental aid.
revenue bond
A
bond on which the debt service is payable solely from the revenue generated
from the operation of the project being financed or a category of
facilities, or from other non-tax sources.
revolving trust
A
securitization structure frequently used for assets with high turnover
rates, such as credit card, trade and dealer floor-plan receivables. It is
characterized by having a revolving period and an accumulation (or
controlled-amortization) period.
risk
A
measure of the degree of uncertainty and/or of financial loss inherent in
an investment or decision. There are many different risks, including:
·
· credit risk--The risk that the obligor on the bonds will be unable to make debt
service payments due to a weakening of their credit.
·
· event risk--The risk that an issuer's ability to make debt service payments
will change because of unanticipated changes, such as a corporate
restructuring, a regulatory change or an accident, in their environment.
·
· market risk--Potential price fluctuations in a bond due to changes in the
general level of interest rates.
·
· underwriting risk--The risk of pricing and underwriting securities
and then ultimately not being able to sell them to the investor.
round lot
Block
of bonds $100,000 or higher.
safekeeping
The
storage and protection of customers' securities, typically held in a vault,
provided as a service by a bank or institution acting as agent for the
customer.
scale
Listing
by maturity of the price or yields at which a new issue will be offered.
·
· consensus scale--In a negotiated issue, the very early price
indications.
·
· preliminary scale--Initial prices and yields, before a bid is
submitted.
·
· final scale--Scale that is submitted to the issuer at the time of the sale.
·
· reoffering scale--Scale offered to the investor by the underwriter
who has purchased bonds. Also called the winning scale.
scenario analysis
Examining
the likely performance of an investment under a wide range of possible
interest rate environments.
seasoning
The
age of accounts. In the ABS market, this term refers to the fact that
various asset types have different seasoning patterns, which are
characterized by periods of rising and then declining losses.
secondary market
Ongoing
market for bonds previously offered or sold in the primary market.
Section 501(c)(3)
The
section of the Internal Revenue Code under which not-for-profit
organizations receive their tax-exempt status.
sector
The
grouping of securities into a category, based upon similarities that they
share. Typically, securities found in a distinct industry are grouped
together.
secured debt
Debt
backed by specific assets or revenues of the borrower. In the event of
default, secured lenders can force the sale of such assets to meet their
claims.
security
Specific
revenue sources or assets pledged by an issuer to the bondholder to secure
repayment of the bond.
selling group
A
selling group includes dealers or brokers who have been asked to join in
the offering of a new issue of securities, but are neither liable for any
unsold syndicate balance, nor share in the profits of the overall
syndicate. They obtain securities for sale less the take-down.
senior manager
The
underwriter who coordinates the sale of a bond or note issue and manages a
syndicate or selling group. A senior manager is usually used only with
regard to a negotiated financing. The senior manager will "run the
books." If other securities firms share in the management
responsibilities, they may be called co-senior managers, or, to a lesser
extent, co-managers.
senior securities
Bonds
and other debt obligations, fixed-rate capital securities and preferred
stock that are considered senior to common stock within an entity's
capitalization structure.
sequential-pay CMO
The
most basic type of CMO, in which all tranches receive regular interest
payments, but principal payments are directed initially only to the first
tranche until it is completely retired. Once the first tranche is retired,
the principal payments are applied to the second tranche until it is fully
retired, and so on.
serial bonds
All
or a portion of an issue with stated maturities in consecutive years (as
opposed to mandatory sinking fund redemption amounts).
servicing
Collection
and pooling of principal, interest and escrow payments on mortgage loans
and mortgage pools, as well as certain operational procedures such as
accounting, bookkeeping, insurance, tax records, loan payment follow-up,
delinquency loan follow-up and loan analysis. The party providing the
servicing receives a servicing fee.
servicing fee
The
amount retained by the mortgage servicer from monthly interest payments
made on a mortgage loan.
settlement date
The
date for the delivery of securities and payment of funds.
short
Borrowing
and then selling securities that one does not own, in anticipation of a
price decline. When prices fall, the short is "covered" by buying
the securities back and returning them to the lender.
short-term debt
Generally,
debt which matures in one year or less. However, certain securities that
mature in up to three years may be considered short-term debt.
Single Monthly Mortality (SMM)
The
percentage of outstanding mortgage loan principal that prepays in one
month.
sinker
A
bond with a sinking fund.
sinking fund
Separate
accumulation of cash or investments (including earnings on investments) in
a fund in accordance with the terms of a trust agreement or indenture,
funded by periodic deposits by the issuer (or other entity responsible for
debt service), for the purpose of assuring timely availability of moneys
for payment of debt service. Usually used in connection with term bonds.
SMMEA
Secondary
Mortgage Market Enhancement Act of 1984.
SMMEA securities
Securities
that are both ultimately secured by a first-lien mortgage loan and rated in
one of the top two rating categories by at least one nationally recognized
statistical rating organization. The complete definition may be found in
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended. Institutional
investors should check state laws regarding investments in SMMEA
securities.
Special-Purpose Vehicle (SPV)
A
bankruptcy-remote entity set up to insulate the issuer of ABS (the trust)
from the sponsor, or originator, of the assets. Also called special-purpose
corporation (SPC).
special tax bond
A
bond secured by a special tax, such as a gasoline tax or a sales tax.
sponsor
An
investment firm that organizes a unit investment trust and offers the units
for sale.
spread
(1)
The difference between the price at which an issue is purchased from an
issuer and that at which it is reoffered by the underwriters to the first
holders. (2) The difference in price or yield between two securities. The
securities can be in different markets, or within the same securities
market between different credits, sectors or other relevant factors.
spread to Treasury
The difference between
between the yield on a fixed-income security and the yield on a Treasury
security of comparable maturity. For example, the spread between a 10-year
Treasury yielding 4.75% and a 10-year corporate yielding 5.25% is 50 basis
points.
Standard Prepayment Model of The Bond
Market Association
A
model based on historical mortgage prepayment rates that is used to
estimate prepayment rates on mortgage securities. The Association's model
is based on the Constant Prepayment Rate (CPR), which annualizes the Single
Monthly Mortality (SMM), or the amount of outstanding principal that is
prepaid in a month. Projected and historical prepayment rates are often
expressed as "percentage of PSA" (Prepayment Speed Assumptions).
A prepayment rate of 100% PSA implies annualized prepayment rates of 0.2%
CPR in the first month, 0.4% CPR in the second month, 0.6% CPR in the third
month and 0.2% increases in every month thereafter until the 30th month,
when the rate reaches 6%. From the 30th month until the mortgage loan
reaches maturity, 100% PSA equals 6% CPR.
STRIPS
Separate
Trading of Registered Interest and Principal of Securities. The Treasury
Department's program under which eligible securities are authorized to be
separated into principal and interest components, and transferred
separately. These components are maintained in book-entry accounts and
transferred in TRADES (Treasury/Reserve Automated Debt Entry System).
subordinated securities
Securities
with a promise to pay that cannot legally be fulfilled until payments on
certain other obligations have been made.
super PO
A
principal-only security structured as a companion bond.
superfloater
A
floating-rate CMO tranche whose rate is based on a formulaic relationship
to a representative interest rate index.
support tranche
A
CMO tranche that absorbs a higher level of the impact of collateral
prepayment variability in order to stabilize the principal payment schedule
for a PAC or TAC tranche in the same offering. Also known as a
"companion tranche."
surety bond
A
bond that backs the performance of another. In the ABS market, a surety
bond is an insurance policy typically provided by a rated and regulated
monoline insurance company to guarantee securities holders against default.
swap
A
transaction in which an investor sells one security and simultaneously buys
another with the proceeds, usually for about the same price and frequently
for tax purposes.
syndicate
A
group of underwriters formed for the purpose of participating jointly in
the initial public offering of a new issue of municipal securities. The
terms under which a "syndicate" is formed and operates are
typically set forth in an "agreement among underwriters." One or
more underwriters will act as manager of the "syndicate" and one
of the managers will act as lead manager and "run the books." A
"syndicate" is also often referred to as an "account"
or "underwriting account."
TAC (targeted amortization class)
tranche
A
TAC tranche uses a mechanism similar to that of a sinking fund to determine
a fixed principal payment schedule based on an assumed prepayment rate. The
effect of prepayment variability that is removed from the TAC tranche is
transferred to a companion tranche.
take-down
The
discount from the list price allowed to a member of an underwriting account
on any bonds purchased from the account.
Tax Anticipation Note (TAN)
TANs
are issued by states or local governmental units to finance current
operations in anticipation of future tax receipts. TRANS are notes that are
issued in anticipation of both taxes and revenues.
taxable municipal bond
A
municipal bond whose interest is not excluded from the gross income of its
owners for federal income tax purposes. Certain municipal bonds are taxable
because they are issued for purposes which the federal government deems not
to provide a significant benefit to the public at large.
tax-backed bond
A
broad category of bonds that are secured by taxes levied by the obligor.
The taxes are not necessarily unlimited as to rate or amount, so while all
general obligation bonds are tax backed, not all tax-backed bonds are
general obligations. Examples of tax-backed bonds include moral obligations
and appropriation-backed bonds. This category is also known as
tax-supported.
tax base
The
total property and resources subject to taxation. (See "assessed
valuation.")
tax-exempt bond
A
common term for municipal bonds. The interest on the bond is excluded from
the gross income of its owners for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1954, as amended. Municipal
bonds that are also exempt from state and local as well as federal income
taxes are said to have double or triple tax exemption.
tax-exempt commercial paper
A
short-term promissory note issued for periods up to 270 days, often used in
lieu of fixed-rate BANs, TANs and RANs because of the greater flexibility
offered in setting both maturities and determining rates. The purpose for
issuing TECP or TXCP can be the same as that for BANs, TANs and RANs.
tax-exempt/taxable yield equivalent
formula
A
formula which converts the lower yield of a tax-exempt security into the
higher yield of a taxable security. The tax-exempt yield is divided by 100%
less the investor's marginal tax rate, and the resulting quotient is
expressed as a percentage. This allows investors to compare equivalent
yields on the two securities.
T-bill rate
The
weekly average auction rate of the three-month Treasury bill stated as the
bond equivalent yield.
technical default
A
default under the bond indenture terms, other than nonpayment of interest
or principal. Examples of technical default are failure to maintain required
reserves, or to maintain adequate fees and charges for service.
term bonds
Bonds
of an issue that have a single stated maturity date. Mandatory redemption
provisions require the issuer to call or purchase a certain amount of the
term bonds using money set aside in a sinking fund at regular intervals
before the stated maturity date.
term funding
A
financing done to meet specific cash-flow needs for a specific period of
time.
toggle tranche
A
Z-tranche that may start receiving principal payments before prior tranches
are retired if market forces create a "triggering" event, such as
a drop in Treasury yields to a defined level, or a prepayment experience
that differs from assumptions by a specific margin. "Sticky" jump
Z-tranches maintain their changed payment priority until they are retired.
"Non sticky" jump Z-tranches maintain their priority only
temporarily, for as long as the triggering event is present. Although jump
Z-tranches are no longer issued, some still trade in the secondary market.
total bonded debt
Total
general obligation bond debt outstanding of a municipality, regardless of
the purpose.
total direct debt
The
sum of the total bond debt and any unfunded debt (typically, short-term
notes) of a municipality.
total return
Investment
performance measure over a stated time period which includes coupon
interest, interest on interest, and any realized and unrealized gains or
losses.
trade date
The
date that a trade, or sale and purchase, is consummated, with settlement to
be made later (see "settlement date").
tranche
A
class of bonds in a CMO offering which shares the same characteristics.
"Tranche" is the French word for "slice."
transcript of proceedings
Final
documents relating to a municipal bond issue.
transfer agent
A
party appointed by an issuer to maintain records of securities owners, to
cancel and issue certificates and to address issues arising from lost,
destroyed or stolen certificates.
transparency
The
concept of disseminating price, volume and other information to the public
about transactions in the municipal market.
trigger
The
market interest rate at which the terms of a security might change.
Triggers are common on index amortization notes and range securities.
triple-A claims-paying rating
Designation
for insurers offering superior security on both an absolute and a relative
basis. Such insurers have been judged to possess the highest safety and
have the capacity to meet policyholder obligations.
true interest cost
A
method of calculating bids for new issues of municipal securities that
takes into consideration the time value of money (see "net interest
cost").
true sale
An
actual sale, as distinct from a secured borrowing, which means that assets
transferred to an SPV are not expected to be consolidated with those of the
sponsor in the event of the sponsor's bankruptcy. Rating agencies usually
require what is called a true-sale opinion from a law firm before the
securities can receive a rating higher than that of the sponsor.
true yield
The
rate of return to the investor taking into account the payment of capital
gains at maturity on a bond bought at a discount.
trust agreement
Agreement
between the issuer and the trustee (1) authorizing and securing the bonds;
(2) containing the issuer's covenants and obligations with respect to the
project and payment of debt service; (3) specifying the events of default;
and (4) outlining the trustee's fiduciary responsibilities and bondholders'
rights. Generally does not include an assignment to the trustee of collateral
to secure the payment of debt service.
trustee
A
bank designated by the issuer as the custodian of funds and official
representative of bondholders. Trustees are appointed to ensure compliance
with the bond documents and to represent bondholders in enforcing their
contract with the issuer.
undated issue
A
floating-rate note with no stated maturity date (see also "perpetual
floating-rate note").
underwrite
The
purchase of a bond or note issue from an issuer to resell it to investors.
underwriter
The
securities dealer who purchases a bond or note issue from an issuer and
resells it to investors. If a syndicate or selling group is formed, the
underwriter who coordinates the financing and runs the group is called the
senior or lead manager.
underwriting spread
The
difference between the offering price to the public by the underwriter and
the purchase price the underwriter pays to the issuer. The underwriter's
expenses and selling costs are usually paid from this amount.
undivided account
Syndicate
account structure that is undivided as to sales and liability. Also called
"Eastern" account.
unit
A
fractional, undivided interest in a unit investment trust.
unit investment trust
Investment
funds created with a fixed portfolio of investments that never changes over
the life of the trust. They are created by brokerage houses, and are
liquidated as investments within the trust are paid off. They provide a
steady, periodic flow of income to investors.
unlimited tax bond
A
bond secured by the pledge of taxes that are not limited as to rate or
amount.
variable-rate demand obligation (VRDO)
A
bond which bears interest at a variable, or floating, rate established at
specified intervals (e.g., flexible, daily, weekly, monthly or annually).
It contains a put option permitting the bondholder to tender the bond for
purchase when a new interest rate is established. VRDOs are also referred
to as VRDNs (N=Notes), VRDBs (B=Bonds) or low floaters.
volatility
A
statistical measure of the variance of price or yield over time. Volatility
is low if the price does not change very much over a short period of time,
and high if there is a greater change.
volume cap
Dollar
limitation of private-activity bonds that are allowed to be issued, by
state, each year. Legislation enacted by Congress sets the volume cap.
weighted average coupon (WAC)
The
weighted average interest rate of the underlying mortgage loans or pools
that serve as collateral for a security, weighted by the size of the
principal loan balances.
weighted average loan age (WALA)
The
weighted average number of months since the date of the loan origination of
the mortgages in a mortgage pass-through security pool issued by Freddie
Mac, weighted by the size of the principal loan balances.
weighted average maturity (WAM)
The
weighted average number of months to the final payment of each loan backing
a mortgage security, weighted by the size of the principal loan balances.
Also known as weighted average remaining maturity (WARM) and weighted average
remaining term (WART).
window
In
a CMO bond, the period of time between the expected first payment of
principal and the expected last payment of principal.
yield
The
annual percentage rate of return earned on a security. Yield is a function
of a security's purchase price and coupon interest rate.
yield burning
In
a refunding, the practice of a dealer marking up the price of the
securities to be put in an escrow, in order to "burn the yield
down" to levels that do not violate federal arbitrage regulations.
Yield burning has a negative connotation.
yield curve
The
graphical relationship between yield and maturity among bonds of different
maturities and the same credit quality. This line shows the term structure
of interest rates.
yield spread
The
difference in yield between two bonds or bond indexes.
yield to call
A
yield on a security calculated by assuming that interest payments will be
paid until the call date, when the security will be redeemed at the call
price.
yield to maturity
A
yield on a security calculated by assuming that interest payments will be
made until the final maturity date, at which point the principal will be
repaid by the issuer. Yield to maturity is essentially the discount rate at
which the present value of future payments (investment income and return of
principal) equals the price of the security.
yield to worst
This
is the lowest yield generated, given the potential stated calls prior to
maturity.
zero-coupon bond
A
bond for which no periodic interest payments are made. The investor
receives one payment at maturity equal to the principal invested plus
interest earned compounded semiannually at the original interest rate to
maturity.
Z-tranche
Often
the last tranche in a CMO, the Z-tranche receives no cash payments for an
extended period of time until the previous tranches are retired. While the
other tranches are outstanding, the Z-tranche receives credit for periodic
interest payments that increase its face value but are not paid out. When
the other tranches are retired, the Z-tranche begins to receive cash
payments that include both principal and continuing interest.