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42-SRO Application for Registration as Clearing Agency/Securities Depository as an SRO
SEC registration form for clearing agency/securities depository
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
SEC FORM 42-CA/42-SD/42-SRO/42-AMD
APPLICATION FOR REGISTRATION AS CLEARING AGENCY, SECURITIES DEPOSITORY,
SELF REGULATORY ORGANIZATION AND AMENDMENTS THERETO
NEW APPLICATION AS A CLEARING AGENCY
NEW APPLICATION AS A SECURITIES DEPOSITORY
AMENDMENTS This amendment pertains to items _______________________________________
1.
CHECK THE APPLICABLE BOXES:
Clearing Agency engaged solely in the business of a Securities Depository
Clearing Agency engaged in the business of a Securities Depository
Clearing Agency not engaged in the business of a Securities Depository
WARNING: Failure to keep this form current and to file accurate supplementary information on a timely basis
or failure to otherwise comply with the Securities Regulation Code and rules and regulations adopted
thereunder, including enforcement of its rules against its Participants may result in disciplinary, administrative,
injunctive or criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL
VIOLATIONS.
2.
EXACT NAME, BUSINESS ADDRESS, MAILING ADDRESS, IF DIFFERENT, AND TELEPHONE
NUMBER OF THE APPLICANT (Use Supplemental Reporting Page, SRP, if necessary.)
A. Full name of applicant: ____________________________________________________________
(1) Previous name, if amended: _____________________________________________________
(2) Name under which activities of clearing agency/securities depository are conducted:
__________________________________________________________________________
B. Tax Identification Number: _______________________________________________________
C. If this filing makes a name change on behalf of the applicant, enter the previous name and specify whether
the name change is the (1) applicant name or (2) business name:
______________________________________________________________________________
(1)
(2)
D. Applicant’s principal address: (Number and Street, City and Postal Code)
______________________________________________________________________________
Other locations where applicant performs clearing agency functions:
______________________________________________________________________________
E. Mailing address, if different:
______________________________________________________________________________
F. Business Telephone Number: ___________________
Facsimile Number: _______________
G. Contact Employee/Person in charge of applicant’s clearing agency/securities depository activities:
(Name and Title): ______________________________________________________________
Telephone Number: ___________________________ Facsimile Number: _______________
3.
CONSTITUTION AND ORGANIZATION (Use Supplemental Reporting Page, SRP, if necessary.)
A. Indicate registration number, date and place applicant obtained its legal status (i.e., place of incorporation,
where partnership agreement was filed) and check the applicable box:
SEC Registration No.: _______________________
Place of Registration: _______________
Date of Registration: ________________________ (MM/DD/YYYY)
Corporation
Partnership
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SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
B.
Describe whether activities are primarily conducted by a division, subdivision or other entity within
the applicant’s organization (organizational structure):
______________________________________________________________________________
4.
CAPITALIZATION
A. Authorized Capital Stock: _____________________________
B. Subscribed Capital Stock: _____________________________
C. Paid-up Capital Stock: ________________________________
5.
6.
FISCAL YEAR END: ____________________________________
NAME AND ADDRESS of External Auditor of applicant: ______________________________________
______________________________________________________________________________________
7. Does the AUDIT include a review of internal controls of clearing agency/securities depository activities?
Yes
No
8. ORGANIZATIONAL STRUCTURE (Refer to Exhibit List.)
9. List of affiliates and subsidiaries.
10. Describe ENTITY/PERSON within applicant’s organization responsible for enforcing compliance with
relevant provisions of the Code, rules and regulations adopted thereunder, and clearing agency/depository
rules: ______________________________________________________________________________
11. Describe ENTITY/PERSON within applicant’s organization responsible for drafting clearing
agency/depository rules: _______________________________________________________________
12. OWNERSHIP, DIRECTORS and OFFICERS – Refer to Schedule A.
13. PARTICIPANTS – See Exhibit List.
14. CONTRACTORS – See Schedule B.
15.
A.
B.
C.
GUARANTEE FUND (Use Supplemental Reporting Page, SRP, if necessary.)
Total amount contributed and available in the guarantee fund: ___________________________________
Describe formula for calculating mandatory contribution to guarantee fund: ________________________
Name of person/s responsible for oversight of guarantee fund: ___________________________________
16. OPERATIONS (Use Supplemental Reporting Page, SRP, if necessary.)
A. Summarize each service or function performed or to be performed by applicant:
__________________________________________________________________________________
B. Describe measures employed to provide for the security of any system which performs the clearing agency/
securities depository function and accuracy of the information received or disseminated:
______________________________________________________________________________________
C. Describe procedures providing for the safeguarding of securities or funds in applicant’s custody or control:
______________________________________________________________________________________
D. Describe back-up systems designed to prevent interruptions in the performance of the clearing agency/
securities depository functions and data retrieval: ____________________________________________
__________________________________________________________________________________
17. GOOD STANDING. If any of the answers to the following questions is “yes”, provide complete details of
all events and proceedings in the Supplemental Reporting Page (SRP).
Has Applicant ever found to have:
1. Violated or not complied with the provisions of the SRC or Code or Rules and regulations adopted
thereunder?
Yes
No
2. Any order, requirements or conditions imposed by the Commission?
Yes
No
3. Engaged in fraudulent transactions?
Yes
2
SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
No
4.
Wilfully failed to comply with its rules or those of another registered clearing agency?
Yes
No
18. DISCIPLINE OF PARTICIPANTS: (Use Supplemental Reporting Page, SRP, if Necessary.)
Describe the number and type of violation of Clearing Agency/Depository rules detected, investigated,
dismissed without sanction, and sanctioned during the past year:
____________________________________________________________________________________
EXECUTION: The applicant consents that service of any civil action brought by or notice of any proceeding
before the Securities and Exchange Commission in connection with applicant’s activities may be given by
registered or certified mail or confirmed telegram to the applicant’s contact employee at the main address, or
mailing address if different, given in above items.
The undersigned, being first duly sworn, deposes and says that he/she has executed this form on behalf of, and
with the authority of the said applicant. The undersigned and applicant represents that the information and
statements contained herein, including exhibits attached hereto, and other information filed herewith, all of
which are made a part hereof, are true, accurate, current and complete. The undersigned and applicant further
represent that to the extent of any information previously submitted is not amended, such information is accurate
and complete.
Name of Applicant: __________________________________________________
By:
__________________________________________________
Signature above printed name and title
Subscribed to and sworn before me this ___ day of _______________,________at ______________________ .
(Notary Public)
This page shall always be completed in full with original, manual signature and notarization.
To amend, encircle item/s being amended. Affix stamp or seal where applicable.
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SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
EXHIBITS
Exhibits to be filed in connection with:
[ ] Registration as an SRO under the Code:
Exhibit A.
1.
2.
Board resolution attesting to particulars in the application;
Copies of identity cards/passports of directors and persons who control more than 10% of the
applicant;
Exhibit B.
1.
2.
3.
A copy of the Articles of incorporation indicating that the purpose of the applicant is to engage in
the business of a clearing agency and/or securities depository;
A copy of proposed SRO rules shall be submitted to for SEC approval pursuant to procedures set
forth in the Code and IRR;
A copy of the articles of incorporation with all amendments thereto, and of existing by-laws or
rules or instruments corresponding thereto, whatever name, of each affiliate and subsidiary listed
in answer to Item 9 of the Statement;
Exhibit C. Original signed copy of the audited balance sheet and statement of income and expenses, and
all notes and schedules thereto as of the end of the last fiscal year;
Exhibit D. Projected balance sheet and statement of income and expenses for the first five years in its
capacity as (i.) clearing and settlement agent only, (ii.) depository only; and (iii.) both depository and
clearing agency. Please provide your assumptions.
Exhibit E. Brief description in narrative and graphic format, if applicable, of the proposed business model;
Exhibit F. Detailed plan of operation and economic justification for operating a clearing agency/securities
depository; (The plan should describe and analyze the industry and the market area from which the
clearing agency/depository expects to draw majority of its business and establish a strategy for its ongoing
operation. It should also describe how the business will be organized and controlled internally. It should
disclose the plan’s target security instrument/s, e.g., equities listed in PSE, etc. and target participants. e.g.,
broker dealer, custodian, etc. )
Exhibit G. Copies of proposed participation agreement/s;
Exhibit H. Concise statement of the reason for said business proposal and effect of the proposal on the
current clearing and settlement environment;
Exhibit I. Organization Chart, indicating filled and unfilled positions and the identity of persons presently
occupying the title or position. The Chart should be accompanied by the list of qualifications/requirements
and Statement of Duties and Responsibilities for each position/item;
Exhibit J. List of the names of participants and of current applications to become participants;
Exhibit K. Written undertaking to comply and enforce compliance by its participants with relevant
provisions of the Code and any amendments thereto, and the implementing rules and regulations and the
clearing agency/depository rules, as well as with any terms and conditions imposed by the Commission in
connection with registration of the applicant;
Exhibit L. Copies of all Clearing agency/Depository rules (see definition of clearing agency/securities
depository rule in the instructions to this Form), indicating the date/s approved by the Commission or,
where not so approved, an indication to this effect. Such rules should include rules which are required
under Section 42.2 (d) and (f) of the Code; provided, however, drafts of new rules should be provided to the
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SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
Commission for approval before becoming effective. All rules should reflect new requirements under the
Code and rules and regulations adopted thereunder.
Exhibit M. Identification and description of any qualifications or criteria that have the effect of denying or
limiting access or use by any person, including broker dealer and custodian participant or their clients, of
the clearing/depository system. If in the rules and procedures already, please quote the specific provision(s);
Exhibit N. Identification and description of fair procedure for disciplining clearing/depository participants
and the penal and/or schedule of sanctions, including suspension and expulsion of participants. If in the
rules and procedures already, please quote the specific provision(s);
Exhibit O. Identification and description of procedures (and systems to be used, if any) to prevent and/or
detect fraudulent and manipulative acts and practices. If in the rules and procedures already, please quote
the specific provision(s);
Exhibit P. Statement of Readiness and Undertaking to link the proposed system with other capital market
participants, within and outside of the Philippines;
Exhibit Q. Comprehensive Information Technology Plan, to include among other, list and brief description
of the following:
1.
2.
3.
4.
5.
software and hardware to be primarily used in its clearing/depository function and their location;
back-up system or subsystem and their location;
security system and procedures to be employed;
procedures to check sufficiency of system’s capacity and expansion program, if necessary; and,
IT system maintenance schedule.
Exhibit R. Business Continuity and Disaster Recovery Plan;
Exhibit S. Undertaking to subject the information technology, business continuity and disaster recovery,
and risk management systems to regular review and audit by independent firm at least once every three (3)
years and such other frequency that the Commission may deem necessary. The results of said review and
audit shall be submitted to the Commission;
Exhibit T. Risk Management Manual and Internal Control Procedures;
Exhibit U. Insurance plan to cover any operational risks and other risks. Please specify as to type, total
amount and risk area;
Exhibit V. Copies of service contracts/proposed contract of any activities or services that will be
outsourced, if any;
Exhibit W. List and explanation of all dues, fees and charges for clearing, settlement and/or depository
activities;
Exhibit X.
Study made as to comparative fees and charges imposed by other clearing
agencies/depositories, if any;
Exhibit Y. Business plan setting forth future plans to ensure prompt and accurate clearance and settlement
of securities trading on an Exchange/efficient securities depository system; and,
Exhibit Z. Brief description as to any material pending legal proceeding affecting the applicant directly or
to which any of its properties or assets, directors, or officers is part of the case.
5
SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
Schedule A
OWNERS AND EXECUTIVE OFFICERS
1.
2.
Use Schedule A only in new applications to provide information on owners and executive officers of
the applicant. Fill out all amendments on Schedule B. Complete each column.
List below the names of:
(a) Each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal
Officer, Directors and Individuals with similar status or function;
(b) In the case of an applicant that is a corporation, each shareholder that directly owns more than 5%
of a class of voting security of the applicant, unless the applicant is a public company and such
information has already been filed with the Commission on Form 18-A.
Owner includes any person that owns, has the right to vote, or the power to sell or direct the sale of
more than 5% of a class of voting security of the applicant.
(c) In case of an applicant that is a partnership, all general partners and those limited and special
purpose partners that have the right to receive upon dissolution, or have contributed, 5% or more
of the partnership’s capital.
4.
Complete the “status” column by entering board/management titles; status as partner or shareholder
and, for shareholders, the class of securities owned (if more than one is issued).
(a) In the “Control Person” column, enter “yes” if a person has “control” as defined in the instruction
to this form, and enter “no” if the person does not have control.
(b) In the “PR” column, enter “PR” of the owner is public company.
5.
Ownership codes are:
3.
Full Legal Name
NA – less than 5%
A – 5% but less than 10%
B – 10% but less than 25%
C – 50% but less than 75%
D – 75% or more
Date Title or
Status Acquired
Title or Status
Ownership
Code
Control Person
PR
TIN
6. Provide a brief account of the respective business experience of each Executive Officer and
Director for the last five (5) years (Use Supplemental Reporting Page, SRP).
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SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
Schedule B
CONTRACTORS
1.
Contractor means any person who, under any arrangement with the applicant (e.g., custodian, other
clearing agency, courier, bank of operations account, etc.) processes, keeps, transmits or maintains any
securities, funds records or accounts of registrant’s participants relating to applicant’s clearing
agency/securities depository activities.
2.
Complete the following table for each contractor of the applicant.
NAME
ADDRESS
SUMMARY OF
ARRANGEMENT
7
SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
Schedule C
Amendments to Schedules A and B of SEC Form 42-CA/42-SD/42-SRO
1.
2.
3.
This Schedule C is used to amend Schedules A of SEC form 42-CA/42-SD/42-SRO. Refer to this
Schedule for specific instructions for completing this Schedule C. File with a completed Execution
Page (Page of SEC Form 42-CA/42-SD/42-SRO).
In the “Type of AMD” Column, indicate “A” (addition), “D” (deletion) or “C” (change in information
about the same person.
Ownership Codes are identical to those set forth in Schedule A.
List below all changes to Schedule A (Owners and Executive Officers)
Full legal name (Individuals:
Last Name, First Name, Middle
Name)
Type of
AMD
Date Title or Status
Acquired
Month
Year
Title or
Status
Ownership
Code
Control Person
PR
TIN
List below all changes to Schedule B (Contractors)
Name
Type of
Amendment
Address
Summary of Arrangement
8
SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
Applicant/Clearing Agency/Securities Depository Name: ____________________________________________
Date: ________________
SUPPLEMENTAL REPORTING PAGE (SRP)
This Supplemental Reporting Page is to be used to report supplemental information in response to any item on
SEC Form 42-CA/42-SD/42-SRO.
9
SRC Form 42-CA/42-SD/42-SRO/42-AMD
Revised 2015
