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๐Ÿ” Market Structure ยท Lesson 3 of 4 ยท 5 min

Agent or Principal: Commission vs Markup

๐Ÿค Is your firm finding you a seller, or is it the seller? The answer decides whether you pay a commission or a markup, and the confirmation must say which.

๐Ÿ’ก Key idea

Broker = agent = commission. Dealer = principal = markup or markdown. One capacity per trade, disclosed on the confirmation.

๐Ÿง  Why it matters

A broker-dealer can act in two capacities. As a broker (agent), it arranges a trade between the customer and someone else and charges a commission. As a dealer (principal), it trades from its own inventory, buying from or selling to the customer. When it sells to a customer, it adds a markup over the current market price; when it buys from a customer, it subtracts a markdown. A firm cannot act as both agent and principal in the same trade, so it cannot charge both a commission and a markup on it. The trade confirmation must disclose the capacity. Market makers are dealers that continuously quote a bid and ask in a security and trade as principal. FINRA requires fair prices and commissions; its 5% markup policy is a guideline, not a hard limit. Memory line: BAC โ€” Broker, Agent, Commission; DPM โ€” Dealer, Principal, Markup.

๐Ÿ“ˆ In the real world

๐Ÿงฎ Elena buys 1,000 shares of a thinly traded stock. Her firm makes a market in it and sells to her from inventory at 10.20 when the inside ask is 10.00. Her confirmation shows the firm acted as principal; the 20 cents per share is a markup, and no commission is added. Had the firm found another seller for her, it would have acted as agent and charged a commission instead.

๐Ÿ“Œ Takeaways

  • Agent (broker) charges a commission; principal (dealer) charges a markup or markdown
  • Never both capacities, or both charges, in the same trade
  • Market makers are dealers that quote two-sided prices and trade as principal

๐Ÿ“– Terms in this lesson

Market maker: A dealer that stands ready to buy and sell a particular security from its own inventory at the prices it quotes.

Broker (agency capacity): A firm acting as agent, arranging a trade between its customer and another party for a commission without owning the security.

Dealer (principal capacity): A firm acting as principal, buying from or selling to customers from its own account and earning a markup or markdown.

BAC / DPM (broker vs dealer): Broker = Agent = Commission; Dealer = Principal = Markup or markdown.

โœ… Test yourself

A firm sells a customer bonds from its own inventory. In what capacity did it act?
  1. As principal, earning a markup
  2. As agent, earning a commission
  3. As broker, earning a markdown
  4. As agent, earning a markup

Answer: A ยท As principal, earning a markup

Selling from inventory is a principal (dealer) trade, compensated by a markup. Agents earn commissions; a markdown applies when a dealer buys from a customer; agents never charge markups.

A dealer buys stock from a customer at a price below the current market. The difference is
  1. a markup
  2. a spread fee
  3. a commission
  4. a markdown

Answer: D ยท a markdown

When a dealer buys from a customer as principal, it pays less than the market price; that difference is a markdown. A markup applies when the dealer sells to a customer, and commissions apply to agency trades.

Which statement about a single customer trade is accurate?
  1. A firm acts as either agent or principal
  2. A firm must act as both broker and dealer
  3. A firm need not disclose its capacity
  4. A firm may charge a commission and a markup

Answer: A ยท A firm acts as either agent or principal

In any one trade the firm acts either as agent (commission) or as principal (markup/markdown), never both, and the confirmation must disclose which. Charging both would double-charge the customer.

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