Series 7 • Function 4: Processes Transactions

Apply Settlement And Delivery Rules — Apply settlement cycles, delivery requirements, and good delivery standards.

Master the timelines, standards, and procedures that ensure securities transactions close correctly and on time.

Series 7 illustration with a securities chart, qualification badge, and dollar symbol
Inside this lesson 10 sections 5 questions 7 figures

SECTION 1

Historical Context & Motivation

The settlement and delivery process may seem like mere back-office plumbing, but it is in fact the mechanism that transforms a trade from a verbal or electronic agreement into an actual exchange of securities for cash. Without reliable settlement, the entire edifice of capital markets would rest on unenforceable promises. Historically, settlement failures—known as fails to deliver—have triggered cascading liquidity crises, prompting regulators and industry participants to develop increasingly robust standards. Understanding the evolution of settlement cycles reveals why the current rules exist and why the Series 7 examination tests these concepts rigorously.

1968 • The Paperwork Crisis

Wall Street trading volumes surged beyond the capacity of manual, paper-based settlement systems. Brokerage firms closed on Wednesdays just to process trades, and hundreds of millions of dollars in securities were lost or misrouted. This crisis exposed the systemic risk of slow settlement.

1973 • DTCC Established

The Depository Trust & Clearing Corporation was created to centralize clearing and settlement, replacing physical certificate delivery with book-entry transfers. This dramatically reduced the volume of paper moving through Wall Street.

1995 • T+3 Settlement Adopted

The SEC mandated a shift from T+5 to T+3 for most equity and corporate bond transactions under Rule 15c6-1, cutting counterparty risk by compressing the window between trade execution and final settlement.

2017 • T+2 Settlement Implemented

The SEC further shortened the standard settlement cycle from T+3 to T+2 for most securities. This change aligned U.S. markets with European and Canadian settlement timelines and reduced credit and market risk exposure.

2024 • T+1 Settlement Begins

Effective May 28, 2024, the SEC moved to T+1 settlement for equities, corporate bonds, and municipal securities. This represents the most aggressive compression yet, requiring firms to match, allocate, and affirm trades on trade date itself.

The progressive shortening of settlement cycles reflects a central insight: the longer cash and securities remain in transit, the greater the risk that one party defaults before the exchange is complete. Every reduction in the settlement window—from T+5 to T+3 to T+2 and now T+1—has been driven by the desire to minimize counterparty risk and systemic risk. For the Series 7 candidate, the critical question is: what settles when, what constitutes good delivery, and what happens when settlement fails?

SECTION 2

Core Principles & Definitions

Settlement and delivery rules rest on a handful of foundational concepts that govern every securities transaction. These principles determine when ownership officially transfers, what form delivery must take, and what remedies exist when a party fails to perform. Mastering these definitions is essential before examining specific settlement cycles and good delivery standards.

1

Trade Date vs. Settlement Date

The trade date (T) is the date on which a buy or sell order is executed. The settlement date is the date by which the buyer must pay and the seller must deliver the security. The interval between T and settlement is expressed as T+n, where n is the number of business days.
2

Regular Way Settlement

Regular way settlement is the standard settlement cycle prescribed by regulation for each type of security. For most equities, corporate bonds, and municipal securities, regular way is now T+1. For U.S. government securities, regular way is T+1. Options settle T+1 as well.
3

Good Delivery

Good delivery means the security delivered meets all requirements: proper denomination, correct registration, appropriate endorsement or assignment, and physical condition (for certificated securities). A delivery that fails these standards may be rejected by the receiving party.
4

Fails and Buy-Ins

When a seller does not deliver securities by settlement date, a fail to deliver occurs. The buying firm may execute a buy-in—purchasing the securities in the open market and charging the difference to the failing party.
5

DK (Don't Know) Notices

A DK notice is sent when one party to a trade does not recognize or cannot confirm the transaction details. DK'd trades must be resolved before settlement can occur, and unresolved DKs contribute to settlement failures.
✦

KEY TAKEAWAY

Think of settlement like closing on a house. On trade date, the buyer and seller sign the purchase agreement (they agree on price and terms). On settlement date, the actual exchange occurs: keys for cash. If the seller shows up without the keys, or the buyer arrives without certified funds, the closing fails. Similarly, in securities markets, settlement is the moment when legal ownership actually transfers—and everything must be in order for that handoff to succeed.

SECTION 3

Visual Explanation — The Settlement Cycle

Settlement Cycle Overview: T+1 for Equities & BondsTTrade DateOrder executedMatch & affirmT+0End of Trade DateAllocations dueConfirmations sentT+1Settlement DateCash exchangedSecurities deliveredBUYER'S OBLIGATIONS• Deposit full payment by settlement• Provide account instructions• Confirm trade details (no DK)SELLER'S OBLIGATIONS• Deliver securities in good form• Proper endorsement/assignment• Correct denominationEXCEPTIONS TO T+1U.S. T-Bills/GovtsT+1Options ContractsT+1Cash TradesSame Day (T+0)When-IssuedAs specified
This diagram illustrates the T+1 settlement timeline for equities and most bonds. The upper timeline shows the progression from trade execution through confirmation to final settlement. The lower panels outline buyer and seller obligations and key exceptions.

The diagram above captures the essential rhythm of the settlement cycle. On trade date, the order is executed and matched between counterparties. By the end of T+0, institutional allocations must be completed and confirmations sent to customers. On settlement date (T+1), the buyer's payment is debited and the seller's securities are credited through the DTCC's book-entry system. Note the exceptions panel: cash trades settle same day, and when-issued securities settle on a date specified at the time of the trade, since the securities have not yet been issued.

SECTION 4

Settlement Mechanics and Delivery Requirements

Settlement Cycles by Security Type

Not all securities settle on the same cycle, and the Series 7 examination expects candidates to know the settlement timeline for each major security type. The general principle is that instruments with higher liquidity and simpler transfer mechanics settle more quickly, while more complex or less liquid instruments may require additional time. The table below summarizes the key settlement cycles you must know.

Security TypeRegular Way SettlementNotes
Common & Preferred StockT+1Standard for all exchange-listed and OTC equities
Corporate BondsT+1Includes convertible bonds and debentures
Municipal BondsT+1General obligation and revenue bonds
U.S. Government Bonds/NotesT+1Treasury bonds, notes, and TIPS
U.S. Treasury BillsT+1Discount instruments; book-entry only
OptionsT+1Listed equity and index options
Cash TradesT+0 (Same Day)Used when immediate delivery is required; premium pricing may apply
When-Issued SecuritiesAs determinedSettlement date set when the security is actually issued; no accrued interest calculated

Settlement Cycles for Major Security Types

Accrued Interest and Settlement

For bonds traded between coupon payment dates, the buyer must pay the seller accrued interest from the last coupon date up to (but not including) the settlement date. This is because the buyer will receive the full next coupon payment, even though the seller held the bond for part of the coupon period. The formula for accrued interest depends on the day-count convention used.

ACCRUED INTEREST (CORPORATE/MUNICIPAL BONDS)

AccruedInterest=(AnnualCoupon÷2)×(DaysSinceLastCoupon÷DaysinCouponPeriod)Accrued Interest = (Annual Coupon ÷ 2) × (Days Since Last Coupon ÷ Days in Coupon Period)

Corporate bonds use 30/360 day-count convention: each month is treated as 30 days and the year as 360. Municipal bonds also use 30/360. U.S. government bonds use actual/actual day count.

ACCRUED INTEREST (U.S. GOVERNMENT BONDS)

AccruedInterest=(AnnualCoupon÷2)×(ActualDaysSinceLastCoupon÷ActualDaysinCouponPeriod)Accrued Interest = (Annual Coupon ÷ 2) × (Actual Days Since Last Coupon ÷ Actual Days in Coupon Period)

The actual/actual convention counts exact calendar days. This is important because months have different lengths, leading to different accrued interest calculations than the 30/360 method.

⚠

Exam Alert: Ex-Dividend Date

Under T+1 settlement, the ex-dividend date for stocks is one business day before the record date. A buyer must purchase the stock before the ex-date to receive the dividend, because the trade must settle by the record date. With T+1 settlement, the ex-date is the same as the record date in most cases. This is a frequently tested concept.

SECTION 5

Good Delivery Standards

Even when securities are delivered on time, the delivery itself must meet specific standards to be accepted. The concept of good delivery encompasses denomination requirements, proper endorsement, assignment procedures, and the physical condition of certificates (where applicable). While most modern transactions settle through book-entry systems administered by the DTCC, the Series 7 examination still tests knowledge of physical certificate delivery standards because some securities—particularly municipal bonds—may still exist in certificated form.

Good Delivery Requirements ChecklistSTOCK CERTIFICATES✓ Multiples of 100 shares (round lots)✓ Endorsed by registered owner orattached stock power with signature✓ Signature guaranteed by member firm✓ No mutilation or defacement✓ Certificate not called or reported lostBOND CERTIFICATES✓ $1,000 or $5,000 denominations✓ Registered bonds: endorsed orassigned with bond power✓ Bearer bonds: all unmatured couponsattached (rarely seen today)✓ Legal opinion attached (munis)✓ Not in defaultDENOMINATION RULESStocks: Certificates in multiples of 100Bonds: $1,000 par value (standard unit)Example: 350 shares delivered as:3 × 100-share certificates = 3001 × 50-share certificate = 50REJECTION REASONS✗ Missing or invalid endorsement✗ Wrong denomination (e.g., odd lotdelivered as a single certificate)✗ Certificate mutilated or defaced✗ Missing legal opinion (muni bonds)Most modern delivery occurs via book-entry at DTCC; physical standards still tested on Series 7
This four-panel diagram summarizes good delivery requirements for stock and bond certificates, denomination rules with a worked example, and the most common reasons a delivery may be rejected.

Key Good Delivery Rules in Detail

The denomination rule for stocks requires that certificates be in round lot (100-share) multiples or in shares that add up to a round lot. For instance, delivering 200 shares as two 100-share certificates is good delivery. Delivering 200 shares as four 50-share certificates is also acceptable because they add up to a round lot. However, delivering 150 shares as a single certificate is not good delivery because 150 is not a round lot multiple, and the certificate itself is not in a standard denomination.

For bonds, the standard denomination is $1,000 par value or $5,000 par value. If a customer sells $25,000 face value of bonds, acceptable delivery would include five $5,000 certificates or twenty-five $1,000 certificates, or any combination totaling $25,000 using these standard denominations. Municipal bonds have the additional requirement of a legal opinion attached to or printed on the certificate. The legal opinion, issued by bond counsel, confirms that the bond was issued lawfully and that interest is exempt from federal income tax (if applicable). A municipal bond delivered without its legal opinion may be rejected unless it is traded ex-legal, meaning both parties agreed at the time of the trade to waive the legal opinion requirement.

The endorsement or assignment requirement ensures that the registered owner has authorized the transfer. For stock certificates, the owner either endorses the back of the certificate or executes a separate stock power (also called an assignment form). For security purposes, the stock power is typically mailed separately from the certificate. Every endorsement must be accompanied by a Medallion Signature Guarantee from a financial institution that is a member of the Medallion program—a notary public's stamp is not acceptable as a substitute.

SECTION 6

Worked Example — Settlement Date and Accrued Interest Calculation

Let us walk through a comprehensive example that integrates settlement date determination, accrued interest calculation, and good delivery analysis.

Corporate Bond Trade Settlement

  1. 1

    Step 1 — Identify the Trade Details

    On Tuesday, March 11, a customer sells 10 ABC Corp 6% bonds (par value $1,000 each) at 98. The bonds pay semiannual interest on January 1 and July 1. Corporate bonds settle regular way at T+1 and use the 30/360 day-count convention.
  2. 2

    Step 2 — Determine the Settlement Date

    The trade date is Tuesday, March 11. Regular way settlement for corporate bonds is T+1 = one business day after trade date.
    Settlement Date: Wednesday, March 12
  3. 3

    Step 3 — Calculate Accrued Interest Days

    Accrued interest runs from the last coupon date (January 1) up to but not including the settlement date (March 12). Using 30/360: January has 30 days remaining (Jan 1 to Jan 30 = 30 days using the convention, since we count from Jan 1), February = 30 days, March 1 through March 11 = 11 days. Total = 30 + 30 + 11 = 71 days.
    Accrued Interest Days: 71
  4. 4

    Step 4 — Calculate Accrued Interest Amount

    Annual coupon per bond = 6% × $1,000 = $60. Semiannual coupon = $30. Accrued interest per bond = $30 × (71 ÷ 180) = $30 × 0.3944 = $11.83. For 10 bonds: $11.83 × 10 = $118.33.
    Total Accrued Interest: $118.33
  5. 5

    Step 5 — Calculate Total Proceeds to Seller

    The bonds are priced at 98, meaning 98% of par. Market value per bond = $1,000 × 0.98 = $980. For 10 bonds: $980 × 10 = $9,800 (principal). Total proceeds = principal + accrued interest = $9,800 + $118.33 = $9,918.33.
    Total Seller Proceeds: $9,918.33
  6. 6

    Step 6 — Evaluate Good Delivery

    The seller delivers ten $1,000 par value certificates, each properly endorsed with a Medallion Signature Guarantee. This constitutes good delivery because the certificates are in standard $1,000 denominations, total the correct face value, and are properly assigned.
    Good Delivery: Yes ✓

SECTION 7

Comparing Settlement Types and Special Situations

Beyond regular way settlement, several alternative settlement types exist for specific situations. Understanding the differences among these options—and when each applies—is essential for the Series 7 examination. The table below compares the major settlement methods along with their typical use cases and risk profiles.

Settlement TypeTimelineUse CaseKey Characteristics
Regular WayT+1 (equities, bonds, munis, options)Standard for virtually all transactionsDefault unless otherwise specified; governed by SEC Rule 15c6-1
Cash SettlementT+0 (same day)Urgent delivery needs; tax-loss selling near year-endBuyer must pay and seller must deliver by end of trade date; may involve price premium
Next-Day SettlementT+1 (by agreement)Now effectively identical to regular way for most securitiesPreviously used for expedited settlement; distinction has largely disappeared with T+1 adoption
Seller's OptionBeyond regular way (T+2 to T+60)Seller needs extra time to locate/deliver securitiesSeller must give buyer one business day written notice before delivering; minimum is T+2
When, As, and If IssuedSet when security is issuedNew issues not yet available for deliveryNo accrued interest; trade may be cancelled if security is never issued

Comparison of Settlement Types

Fails to Deliver and Buy-In Procedures

When a selling firm fails to deliver securities by the settlement date, the buying firm has several remedies. The most significant is the buy-in procedure. The buying firm sends a written notice to the selling firm specifying the intention to buy in the securities. After the required notice period, the buying firm purchases the securities in the open market and charges any price difference to the failing seller. Under SEC Regulation SHO, broker-dealers must close out fail-to-deliver positions in equity securities within specific timeframes—generally T+3 for short sales in threshold securities. The costs of a buy-in can be substantial: if the security's price has risen since the original trade, the failing seller bears the entire cost differential.

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KEY TAKEAWAY

Think of settlement types like shipping options when you buy something online. Regular way settlement is standard shipping—predictable, efficient, and free. Cash settlement is same-day delivery: faster but more expensive. Seller's option is like requesting a delayed shipment because the item is temporarily out of stock—the buyer agrees to wait. When-issued is a pre-order: you commit to the purchase, but the product doesn't exist yet, so the delivery date is determined later. Understanding which 'shipping option' applies to each situation is the core of settlement rule mastery.

SECTION 8

Connection to Broader Regulatory Framework

Settlement and delivery rules do not exist in isolation; they interconnect with several broader regulatory requirements that Series 7 candidates must understand. The relationship between settlement rules and margin requirements, Regulation T, and FINRA rules creates an integrated framework that governs the entire post-trade lifecycle. Understanding these connections is what separates a candidate who merely memorizes settlement cycles from one who truly comprehends the regulatory architecture.

Settlement ConceptRelated Regulatory FrameworkConnection
T+1 Settlement CycleRegulation T (Fed Reserve)Reg T requires customers to deposit payment within the settlement cycle. Under T+1, margin account customers must have funds available more quickly. Extensions may be requested from the broker-dealer's designated examining authority.
Fail to DeliverSEC Regulation SHOReg SHO requires close-out of fails within specified timeframes. Threshold securities (with large outstanding fails) face mandatory buy-in requirements.
Ex-Dividend DateFINRA Rules / Exchange RulesThe ex-date is determined by the settlement cycle. Under T+1, the ex-date is one business day before the record date. Price adjustments occur on the ex-date.
Good Delivery StandardsFINRA Uniform Practice CodeThe Uniform Practice Code (Rules 11000–11900) codifies denomination requirements, assignment procedures, and reclamation rights when delivery is defective.
When-Issued TradingMSRB Rules (Municipal Securities)MSRB Rule G-12 governs when-issued municipal bond settlement. Accrued interest is not calculated until the settlement date is established.

Settlement Rules in the Broader Regulatory Context

Looking forward, the securities industry continues to explore the possibility of T+0 (real-time settlement) as blockchain and distributed ledger technology mature. While current infrastructure would need significant overhaul to support real-time settlement for all products, the trajectory is clear: the industry has moved from T+5 to T+1 in three decades, and the logical endpoint may be atomic settlement—simultaneous exchange of securities and cash with no gap at all. For the Series 7 candidate, the current T+1 framework and its exceptions are the testable reality, but awareness of this trajectory demonstrates genuine understanding of the forces shaping modern capital markets.

SECTION 9

Practice Problems

Question 1: CONCEPTUAL

A customer executes a regular way purchase of 500 shares of XYZ common stock on Wednesday, October 15. On what date does this trade settle, and why does the settlement cycle exist?
Show answer
Under the current T+1 regular way settlement for equities, this trade settles on Thursday, October 16—one business day after the trade date. The settlement cycle exists to provide both parties adequate time to marshal the resources needed to complete the transaction: the buyer must arrange payment, and the seller must arrange delivery of the securities. The settlement period also gives clearing firms time to net offsetting trades, reducing the total volume of securities and cash that must actually change hands. Historically, longer settlement cycles reflected the limitations of paper-based processing systems, and each reduction in the cycle has been driven by improvements in technology and a desire to reduce counterparty risk—the risk that one party will default before the exchange is completed.

Question 2: BASIC CALCULATION

A customer sells 5 ABC Corp 8% bonds at 102 on Monday, April 7. The bonds pay interest on March 1 and September 1. Calculate the settlement date, the number of accrued interest days (30/360 convention), and the total accrued interest.
Show answer
Settlement date: Tuesday, April 8 (T+1). To calculate accrued interest days using 30/360, count from the last coupon date (March 1) to the settlement date (April 8), not including the settlement date. March 1 to March 30 = 30 days (using the 30/360 convention, March counts as 30 days minus the start on March 1 = 30 days). April 1 through April 7 = 7 days. Total days = 30 + 7 = 37 days. Annual coupon per bond = 8% × $1,000 = $80. Semiannual coupon = $40. Accrued interest per bond = $40 × (37 ÷ 180) = $40 × 0.2056 = $8.22. For 5 bonds: $8.22 × 5 = $41.11. The buyer pays the seller the market price plus accrued interest: ($1,020 × 5) + $41.11 = $5,100 + $41.11 = $5,141.11.

Question 3: INTERMEDIATE

A customer sells 400 shares of DEF stock. The selling firm delivers the following certificates: one 100-share certificate, one 200-share certificate, and two 50-share certificates. Does this constitute good delivery? Explain your reasoning, citing specific denomination rules.
Show answer
This delivery is acceptable as good delivery. Under the Uniform Practice Code, stock certificates must be delivered in denominations that are multiples of 100 shares or in denominations that, when combined, total a round lot (100 shares). The 100-share certificate is a standard round lot. The 200-share certificate represents two round lots. The two 50-share certificates total 100 shares, which equals one round lot. Together, all certificates total 400 shares (100 + 200 + 50 + 50 = 400), matching the trade quantity. The key principle is that certificates in odd denominations are acceptable as long as they can be combined to form complete round lots. If, instead, the firm had delivered one 100-share certificate and one 300-share certificate, that would also be good delivery because 300 is a multiple of 100. However, a single 250-share certificate would not be good delivery because 250 is not a multiple of 100 and cannot combine with any other certificate to form round lots without a remainder.

Question 4: APPLIED

On Thursday, December 26 (the day after Christmas, a market holiday), a customer executes a cash trade to sell 1,000 shares of GHI stock. The customer wants the proceeds to recognize a capital loss in the current tax year. The trade is executed at $45 per share. When does this trade settle, and why might the customer have chosen a cash settlement rather than regular way? Also, if the customer had instead executed a regular way trade on Monday, December 30, what would be the settlement date?
Show answer
First, note that December 25 (Christmas) is a market holiday, so December 26 is the first available trading day after Christmas. A cash trade settles on the same day—T+0—so this trade settles on Thursday, December 26. The customer chose cash settlement specifically because, for tax purposes, the trade date (not the settlement date) generally determines when a gain or loss is recognized. However, the customer may want absolute certainty that both the trade and settlement occur in the current tax year, eliminating any potential dispute about the timing of the disposition. By choosing cash settlement, the customer ensures that there is no ambiguity—both trade execution and settlement occur on December 26 within the current calendar year. If the customer instead executed a regular way trade on Monday, December 30, the settlement date would be Tuesday, December 31 (T+1). Since December 31 is typically a trading day (unless it falls on a weekend), the trade would settle on the last business day of the year. In this scenario, both the trade date and the settlement date would fall within the current tax year under regular way settlement, making cash settlement unnecessary from a tax perspective.

Question 5: CRITICAL THINKING

Broker-Dealer Alpha sells 500 shares of JKL stock to Broker-Dealer Beta in a regular way transaction on Tuesday, March 4. On settlement date, Alpha fails to deliver the shares. Beta sends a buy-in notice and, after the required notice period, purchases 500 shares of JKL in the open market at $52 per share (the original trade price was $48). Analyze: (a) What are Beta's rights under the buy-in procedure? (b) What financial liability does Alpha face? (c) How would this scenario differ under Regulation SHO if JKL were a threshold security? (d) What systemic risks do persistent fails to deliver create, and how has the move to T+1 settlement addressed those risks?
Show answer
This question integrates settlement failure procedures, buy-in mechanics, regulatory frameworks, and systemic risk analysis. (a) Under FINRA's Uniform Practice Code, Beta has the right to execute a buy-in after providing proper written notice to Alpha. Beta may purchase the shares in the open market at the best available price and charge the price difference to Alpha. Beta is under no obligation to wait indefinitely—the buy-in notice gives Alpha a defined period to cure the fail before Beta proceeds. (b) Alpha's financial liability is the price difference: (500 shares × ($52 − $48)) = $2,000. Alpha must also cover any commissions or fees Beta incurred in executing the buy-in. If the market price had fallen below $48, Alpha would not receive a credit—the buy-in protects the buyer but does not create a windfall for the failing party. (c) Under Regulation SHO, threshold securities are those with significant aggregate fails to deliver. If JKL were on the threshold list, broker-dealers with fail positions in JKL would be required to close out those positions within 13 consecutive settlement days, regardless of whether a buy-in notice had been sent. This mandatory close-out requirement is more stringent than the voluntary buy-in procedure and reflects the SEC's concern about the market integrity implications of concentrated fail positions. (d) Persistent fails to deliver create multiple systemic risks: they erode confidence in the settlement system, they effectively allow 'phantom' shares to exist (the buyer believes it owns shares that haven't actually been delivered), and they can facilitate abusive short selling strategies. The move from T+2 to T+1 mitigates these risks by compressing the window during which fails can accumulate, requiring faster resolution of trade mismatches, and reducing the total value of unsettled trades outstanding at any given time. Fewer unsettled trades mean less counterparty exposure and lower systemic risk during market stress events.

SUMMARY

Summary

Summary

Settlement and delivery rules form the operational backbone of securities markets, ensuring that every trade results in an actual, enforceable exchange of securities for cash. The regular way settlement cycle for equities, corporate bonds, municipal securities, and options is now T+1, reflecting decades of progressive compression from T+5. Cash trades settle same day (T+0), while seller's option trades allow delayed delivery beyond regular way. When-issued securities settle on a date determined upon issuance, with no accrued interest calculated until then.

Good delivery standards require proper denomination (round lots for stocks, $1,000/$5,000 for bonds), valid endorsement with a Medallion Signature Guarantee, undamaged certificates, and—for municipal bonds—an attached legal opinion unless traded ex-legal. When delivery fails, the buying firm may initiate a buy-in to purchase securities in the open market, charging the difference to the failing seller. Accrued interest is calculated from the last coupon date to the settlement date using 30/360 for corporate and municipal bonds and actual/actual for government securities. These settlement rules connect directly to Regulation T payment requirements, SEC Regulation SHO close-out obligations, and the FINRA Uniform Practice Code—forming an integrated post-trade regulatory framework.

Varsity Tutors • Series 7 • Apply Settlement And Delivery Rules