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ATS Form 1 Alternative Trading System Registration Form

SEC registration form for ATS operator

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ALTERNATIVE TRADING SYSTEM
REGISTRATION FORM

(ATS FORM 1)
GENERAL INSTRUCTIONS

1.

The ATS Form 1 shall be used for the registration under the Alternative
Trading System (ATS).

2.

Attention is directed to Section II of the ATS Rules for compliance.

3.

This registration form shall be signed by the company’s principal executive
officer/president or persons performing similar functions.

4.

The name of each person who signs the registration statement shall be typed
or printed beneath his signature. Any person who occupies more than one of
the specified positions shall indicate the capacity in which he signs the
registration statement. At least one copy of the documents filed shall be
manually signed and the unsigned copies shall be conformed.

5.

Incorporation by reference
Any information required in the ATS Form may be incorporated by reference
by indicating the exhibit number in which the information may be found.
Each exhibit should be signed by the authorized officer of the registrant.

6.

Exhibits
For each Exhibit, include the name of the applicant, the date of filing of the
Exhibit and the date as of which the information is accurate (if different from
the date of the filing). If any Exhibit required is inapplicable, a statement to
that effect shall be furnished instead of such Exhibit.
If the applicant files an amendment to t e information provided in its filing
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and the information relates to an Exhibit filed with the filing of a subsequent
amendment, it must provide a description of the change and file a complete
and updated Exhibit.

7.

Five copies of the complete ATS Form 1 shall be filed, including exhibits and
all other papers and documents filed as part thereof.

SECURITIES AND EXCHANGE COMMISSION
ALTERNATIVE TRADING SYSTEM
REGISTRATION FORM

(ATS FORM 1)

Pursuant to the requirements of the ATS Rules, the
information/documents are submitted with this application
reference/page/exhibit number per item):

following
(indicate

Part I – Description of the System, Items 1.1 to 1.10;
Part II – Products and Investors, Items 2.1 to 2.7;
Part III – Parties to the System, Items 3.1 to 3.6;
Part IV – Owners/Management, Items 4.1 to 4.3; and
Part V – Exhibits, Items 5.1 to 5.22.

Signed on behalf of the company by the undersigned, thereunto duly
authorized, in the City of ______________________on__________, 20__.
By:

_____________________________
Principal Executive Officer/President
(Signature over Printed Name)
SUBSCRIBED AND SWORN to before me this _____ day of _________
200__ affiant exhibiting to me his/her Community Tax Certificate with No.
______________ issued at ______ on __________.

______________________
Notary Public

Doc. No. ________
Page No. _______
Book No. ________
Series of 200_____
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SECURITIES AND EXCHANGE COMMISSION
ALTERNATIVE TRADING SYSTEM
REGISTRATION FORM

(ATS FORM 1)
PART I
Description of the System

1.

Provide a description of the following:
1.1.

Software system or program which shall include a flowchart showing an
actual primary and secondary market transaction, and a diagram or matrix
showing its applications and functions;

1.2

Hardware component and the communication facility of the System which
shall include configuration, capacity, interconnection with other ATS or other
trading markets and extent of communication ability;

1.3

Establishment and location of the data center of the System;

1.4

Business plan which shall include marketing strategies and financial plan for
the next twelve months;

1.5

Custodianship or registration arrangement of the proposed financial
products to be traded in the System and related systems to be used;

1.6

Business conduct rules;

1.7

Trading and disclosure rules;

1.8

Procedures to ensure confidentiality of trading information;

1.9

Independent risk control unit that will be responsible for the design and
implementation of the company’s risk management system;

1.10

Other material systems descriptions:
i.

Detailed description of the procedures governing the execution,
reporting, clearance and settlement of transactions or trades
undertaken in the System. If there is or there would be a separate
clearing agency, the same must be indicated;

ii.

The hours of operation of the System, and the date on which the
applicant intends to commence operation of the System;

iii.

Current and future capacity estimates, contingency and business
continuity plans and the procedures to review and test methodology
of the System and to perform stress testing;

iv.

Procedures for reviewing system capacity, security, and contingency
planning procedures;

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v.

Regulation to be performed by the ATS, including the structure of the
department which will perform regulation, how the department will be
funded, policies and procedures which will be put in place to ensure
confidentiality and policies and procedures relating to conducting an
investigation.

NOTE: If any of the foregoing information is contained in a separate official
document, a reference thereto may be made by indicating the title of the document
and the specific page/s in which the information may be found.

PART II
Products and Investors
2.

Indicate the following information:
2.1

Details on the acceptance procedures for securities to be traded in the
System including the description of securities the ATS shall trade. Status of
registration of said securities under the Securities Regulation Code;

2.2

Classes of subscribers (e.g. Broker-dealer, Institutional, Retail, etc.);

2.3

Any difference in access to the services offered by the ATS to different
groups or classes of subscribers/investors;

2.4

Screening mechanism and criteria for qualification as subscriber/investor;

2.5

A description of all fees to be paid by subscribers/investors, including fees
relating to connection to the system, access, data, regulation (if applicable)
and how such fees are set;

2.6

Procedures for ensuring subscriber compliance with System guidelines;

2.7

Training to be provided to users of the System and any materials provided to
the users.

PART III
Parties to the System
3.

Provide the following information:
3.1

Name, address, and telephone number of counsel for the ATS;

3.2

Name of IT personnel in charge or directly responsible for the System;

3.3

If any other entity, other than the ATS, will act as custodian or registrar with
the primary function of holding or safeguarding subscriber funds or securities
on a regular basis, the name of such entity and a brief description of the
controls that will be implemented to ensure the safety of such funds and
securities;

3.4

For each affiliated entity of the applicant, and for any person or company
with whom the applicant has a contractual or other agreement relating to the
operation of an ATS to be used to effect transactions on the ATS, provide
the following information:

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i.
ii.

Form of organization;

iii.

Location and statute citation under which organized. Date of
incorporation in present form;

iv.

Brief description of nature and extent of affiliation or contractual or
other agreement with the applicant;

v.

Brief description of business or functions. Description should include
responsibilities with respect to operation of the System and/or
execution, reporting, clearance, or settlement of transactions in
connection with operation of the System;

vi.

3.5

Name and address of person or company;

If a company has ceased to be an affiliated entity of the applicant
during the previous year or ceased to have a contractual or other
agreement relating to the operation of a System during the previous
year, provide a brief statement of the reasons for termination of the
relationship.

If already identified, alphabetical list of all subscribers, including the following
information:
i.
ii.

Date of becoming a subscriber;

iii.

Principal business address and telephone number;

iv.

If a subscriber is an individual, the name of the entity with which
such individual is associated and the relationship of such individual
to the entity (e.g., partner, officer, director, employee, etc.);

v.

Description of the type of trading activities primarily engaged in by
the subscriber (e.g., agency trader, proprietary trader, registered
trader, market maker). A person shall be "primarily engaged" in an
activity or function for purposes of this item when that activity or
function is the one in which that person is engaged for the majority of
their time. When more than one type of person at an entity engages
in any of the activities or functions enumerated in this item, identify
each type (e.g., agency trader, registered trader and market maker)
and state the number of subscribers in each.

vi.

The class of participation or other access;

vii.

3.6

Name;

Criteria for participation in the System. Describe conditions under
which subscribers may be subject to suspension or termination with
regard to access to the ATS. Describe any procedures that will be
involved in the suspension or termination of a member.

Name of the entity, other than the ATS, which will be involved in its
operation, involving the execution, trading, clearing, and settling of
transactions on behalf of the ATS. Provide a description of the role and
responsibilities of each entity.

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PART IV
Owners/Management
4.

Provide the following information:
4.1

List of directors and officers of the company including their age, nationality,
addresses and brief business experience;

4.2

If the applicant has shareholders with at least five percent (5%) holdings, or
directors/executive officers who are also subscribers, please provide the
following information therefor:
i.

Full legal name;

ii.

Title or status;

iii.

Date title or status was acquired;

iv.

Approximate ownership interest.

The foregoing requirement shall likewise apply to interlocking
directors/officers or shareholders with at least 5% shareholdings.
4.3

Description of any legal proceedings for the past five (5) years to which any
of the director/officer or shareholder is a party.

PART V
EXHIBITS
5.

Submit the following:
5.1

Copy of License as a Broker-Dealer duly issued by the Commission;

5.2

Copy of License as a Clearing and Settlement Agency;

5.3

Copy of Notice of and Clearance from Bangko Sentral ng Pilipinas, if the
applicant is a bank or quasi-bank;

5.4

A continuing authorization to the Commission to access registrant’s bank
accounts;

5.5

Notice of filing of registration documents for signature by the Director of the
Non-Traditional Securities and Instruments Department and for publication
in newspapers of general circulation;

5.6

Affidavit of the Notice under subparagraph 5.5 above;

5.7

Copies of the articles of incorporation, with all amendments, and of the
existing by-laws, other pertinent rules or instruments, whatever the name, of
the applicant. If this information is publicly available on a continuous basis
on an Internet site controlled by t e applicant, the applicant must indicate
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the location of the Internet web site where such information may be found;

5.8

A copy of the ATS’s subscriber manual and any other material provided to
subscribers;

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5.9

Copy of Risk Disclosure Statement;

5.10

Undertaking by the Board of Directors and senior management that they
shall be actively involved in the risk control process and must regard the
control as an essential aspect of the business to which significant resources
must be devoted;

5.11

Undertaking by the Board of Directors and responsible officers that all
obligations arising from trading, clearing and settlement in the System shall
be met;

5.12

Notarized Curriculum vitae with latest photographs of the following:
i.

IT personnel in charge or directly responsible for the System;

ii.

Members of the Board of Directors.

5.13

Copy of any agreement executed or license granted pertaining to the
operation of the System and to the product/s proposed to be traded, which
includes, but is not limited to, clearing and settlement agreement and
custodianship contract with a registry institution. The copy of all other
contracts, MOUs entered into with any party by the operator and any
amendment shall be submitted to the Commission for approval;

5.14

A complete set of all forms, including printed copies of electronic forms,
pertaining to:
i.

Filing required for participation in the ATS;

ii.

Any other similar materials.

Provide a table of contents listing the forms included in this Exhibit and a
narrative of the requirements;
5.15

A complete set of all forms, including printed copies of electronic forms,
reports or questionnaires required of subscribers relating to financial
responsibility or minimum capital requirements or other eligibility
requirements for such subscribers. Provide a table of contents listing the
forms included in this Exhibit and a narrative of the requirements;

5.16

Listing Criteria
A complete set of documents comprising the applicant’s listing or quotation
filings, including any agreements required to be executed in connection with
listing or quotation and a schedule of listing or quotation fees. If the
applicant does not list securities, provide a brief description of the criteria
used to determine what securities may be traded on the ATS. Provide a
table of contents listing the forms included in this Exhibit and a narrative
description of the listing requirements.

5.17

Board Resolution approving the filing of the ATS Registration Form and
authorizing the president to file on behalf of the company;

5.18

The company’s audited financial statements for the immediately preceding
fiscal year end. If not yet applicable, its latest interim unaudited financial
statements signed by the company’s principal accounting officer;

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5.19

Manual on Corporate Governance duly signed by the company’s Chairman
of the Board;

5.20

For each affiliated entity of the applicant, submit the following:
i.

A copy of the articles of incorporation with all amendments and other
similar documents;

ii.

A copy of existing by-laws and other pertinent rules or instruments;

iii.

The name and title of the present officers, governors, members of all
standing committees or persons performing similar functions;

iv.

Audited financial statements for the immediately preceding fiscal year;

5.21

Exhibits incorporated by reference from the first parts of registration form;

5.22

Other exhibits as maybe required by the Commission.

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