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ICA-IA Application for Registration as an Investment Company Adviser and Amendments
SEC registration form for Investment Company Adviser
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: REGISTRANT’S NAME: _______________________________________ DATE: _________________
APPLICATION FOR REGISTRATION AS AN
INVESTMENT COMPANY ADVISER
AND AMENDMENTS THERETO
1.
Please check appropriate box:
NEW APPLICATION
AMENDMENTS
This amendment pertains to items ___________________________________
WARNING: Failure to keep this form current and to file accurate supplementary information on a timely basis, or the
failure to keep accurate books and records or otherwise to comply with the Investment Company Act and the Securities
Regulation Code and rules and regulations adopted thereunder may result in disciplinary, administrative, injunctive or
criminal action.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS MAY CONSTITUTE CRIMINAL
VIOLATIONS
2.
Exact name, principal business address, mailing address, if different, and telephone number of applicant.
A.
Full name of applicant (if sole proprietor, state last, first and middle name):
________________________________________________________________________________________
B.
Tax Identification Number: ______________________
C.
(1) Name under which applicant’s business primarily is conducted, if different:
________________________________________________________________________________________
(2) List any other name by which the applicant conducts business.
________________________________________________________________________________________
(3) Name of Fund Distributor/Sub-agents (if any)
D.
________________________________________________________________________________________
If this filing makes a name change on behalf of the applicant, enter the previous name and specify whether the
name change is the applicant name (2A) or business name (2C):
________________________________________________________________________________________
(2A)
(2C)
E.
Applicant’s main address: (Do not use a P.O. Box) (Number and Street, City, Postal Code)
________________________________________________________________________________________
F.
Mailing address, if different:
________________________________________________________________________________________
G.
Business Telephone Numbers: ___________________________ Fax Numbers: _______________________
H.
Contact Employee: (Name and Title of Associated Person)
___________________________________________________
Tel. No. ____________________________
10SEC FORM ICA-IA
November 2004
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REGISTRANT’S NAME: _______________________________________ DATE: _________________
3.
Indicate in the boxes below each organization with which the applicant is registered or wishes to become a member
of or participant in. If any registration, membership, or participation listed is of a restricted nature, explain fully on
Schedule D.
SEC
ICAP
FMAP
Others, specify
_________________________________________________________________________________________
4.
Indicate date and place applicant obtained its legal status (i.e. place of incorporation, where partnership agreement
was filed, or where applicant entity was formed.)
Date of formation: _________________ Place of formation: _______________ SEC Reg. No. _________________
(MM/DD/YY)
CORPORATION
PARTNERSHIP
SOLE PROPRIETORSHIP
OTHERS (Specify) _________________________________
Applicant’s fiscal year ends: _______________________ Date of Annual Meeting: __________________________
Note: Schedule A and if applicable, Schedule B must be completed as part of all initial applications. Amendments
to these Schedules must be provided on Schedule C.
5.
If applicant is a sole proprietor, state full residence address and Tax Identification Number.
_____________________________________________________________________________________________
6.
Is applicant at the time of this filing succeeding to the business of an Investment Adviser?
(Do not report previous successions already reported on SEC Form ICA-IA)
YES
NO
Note: If “yes” answer the questions below and describe the details of the successions on Schedule D
A.
Date of succession: ____________________________________
B.
Name of predecessor: ________________________________________________ TIN: __________________
SEC Registration File No. ______________________________
7.
Does any person not named in Schedule A, B, or C directly or indirectly:
A.
B.
8.
Control the management or policies of applicant through an agreement or otherwise? See instructions for
definition of control. (Note: If yes, state on Schedule D the exact name of each person and describe the basis
for the person’s control.)
YES
NO
Wholly or partially finance the business of applicant in any manner other than by: (1) a public offering of
securities pursuant to the Securities Regulation Code; (2) credit extended in the ordinary course of business by
suppliers, banks and others, or a satisfactory subordination agreement. (Note: If “yes” state on Schedule D the
exact name of each person and describe the agreement or arrangement through which such financing is
made available, including the amount thereof.)
YES
NO
Background Information
Note: Use Schedule DRP for providing details to “yes” answers to the questions in item 8.
10SEC FORM ICA-IA
November 2004
2
REGISTRANT’S NAME: _______________________________________ DATE: _________________
DEFINITIONS:
•
Control Affiliate- A person named in items 7, 8, 10 or in either Schedules A, B or C as control persons or any other
individual or organization that indirectly controls, is under common control with, or is controlled by the applicant,
including any current employee except one performing only clerical, administrative, support or similar functions, or
who, regardless of title, perform no executive duties or has no senior policy making authority.
•
Investment or Investment-Related – pertaining to securities, investment houses, commodities, banking ,insurance,
or real estate (including, but not limited to acting as or being associated with a broker-dealer, municipal securities
dealer, government securities broker or dealer, investment advisor, futures sponsor, bank)
•
Involved- doing an act or aiding, abetting, counseling, commanding, inducing, conspiring with or failing reasonably
to supervise another in doing an act
•
Foreign financial regulatory authority- includes (1) a foreign securities authority; (2) other governmental body or
foreign equivalent of a self-regulatory organization empowered by a foreign government to administer or enforce its
laws relating to the regulation of investment or investment-related activities; and (3) a membership organization, a
function of which is to regulate the participation of its members in the activities listed above.
•
Proceeding- A formal administrative or civil action initiated by a governmental agency, self-regulatory organization
or foreign financial regulatory authority, a felony, criminal indictment or information (or equivalent formal charge),
or a misdemeanor criminal information (or equivalent formal charge). Does not include other civil litigation,
investigations, or arrests or similar charges effected in the absence of a formal criminal indictment or information
(or equivalent formal charge).
A.
B.
In the past ten years has the applicant or a control affiliate been convicted of or pleaded guilty
contendere (“no contest”) in a domestic or foreign court to.
Yes
(1) a felony or misdemeanor involving: *investment or investment-related business . . . . .
[ ]
*fraud, false statements, or omissions . . . . . . . . .
[ ]
*wrongful taking or property or . . . . . . . . . . . . . .
[ ]
*bribery, forgery, counterfeiting or extortion . . . .
[ ]
(2) any other felony?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ]
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Has the Securities and Exchange Commission ever:
(1) found the applicant or a control affiliate to have made a false statement or omission?. .
[
(2) found the applicant or a control affiliate to have been involved in a violation of
its regulations or statutes?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
(3) found the applicant or a control affiliate to have been a cause of an investment-related business
having its authorization to do business denied, suspended, revoked, or restricted? . . . .
[
(4) entered an order denying, suspending or revoking the applicant’s or a control affiliate’s
registration or otherwise disciplined it by restricting its activities?. . . . . . . . . . . . . . . .
[
(5) imposed a civil money penalty on the applicant or a control affiliate, or ordered the
applicants or a control affiliate to cease and desist from any activity?. . . . . . . . . . . . . . .
[
D.
No
[ ]
[ ]
[ ]
[ ]
[ ]
Has any domestic or foreign court:
(1) in the past ten years, enjoined the applicant or a control affiliate in connection with any
investment-related activity?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .
(2) ever found that the applicant or a control affiliate was involved in a violation of
investment-related statutes or regulations?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
C.
or nolo
Has any other regulatory agency, or foreign financial regulatory authority:
(1) ever found the applicant or a control affiliate to have made a false statement or omission
or been dishonest, unfair, or unethical?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
(2) ever found the applicant or a control affiliate to have been involved in a violation of
investment-regulations or statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
(3) ever found the applicant or a control affiliate to have been a cause of an investment-related
business having its authorization to do business denied, suspended, revoked or restricted?. [
(4) in the past ten years, entered an order against the applicant or a control affiliate in correction
with an investment related activity?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
10SEC FORM ICA-IA
November 2004
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REGISTRANT’S NAME: _______________________________________ DATE: _________________
(5) ever denied, suspended, or revoked the applicant’s or a control affiliate’s registration or license,
prevented it from associating with an investment-related business, or otherwise disciplined
it by restricting its activities?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ]
(6) ever revoked or suspended the applicant’s or a control affiliate’s license as an attorney
or accountant?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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E.
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Has any self-regulatory organization or Exchange ever:
(1) found the applicant or a control affiliate to have made a false statement or omission?. .
[
(2) found the applicant or a control affiliate to have been the cause of an investment-related
business having its authorization to do business denied, suspended, revoked or restricted? [
(3) disciplined the applicant or a control affiliate by expelling or suspending it from
membership, by barring or suspending its association with other members, or by
otherwise restricting its activities?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
F.
[
Has any foreign government, court, regulatory agency, or exchange ever entered an order
against the applicant or a control affiliate related to investments or fraud other than as
reported in items 8A, B or D?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
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Is the applicant or control affiliate now the subject of any proceeding that could result in
a “yes” answer to parts A-F of this item?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Has a bonding company denied, paid out on, or revoked a bond for the applicant? . . . . . . . .
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Does the applicant have any unsatisfied judgments or liens against it? . . . . . . . . . . . . . . . . . .
[
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J.
Has the applicant or control affiliate of the applicant ever been an Investment Adviser or a
control affiliate of an Investment Adviser that has been declared bankrupt? . . . . . . . . . . . . .
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G.
9.
Does applicant:
A.
Have any arrangement with any other person, firm or organization under which:
(1) Any of the accounts or records of applicant are kept or maintained by such person,
firm or organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2) The funds or securities of applicant or any of its customers are held or maintained
by such other person, firm or organization? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
B.
Have any arrangements with any other Investment Adviser under which applicant
refers or introduces customers to Investment Adviser?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note: If the answer to any subsection of item 9 is “yes” furnish full details on Schedule D as to each such
arrangement, including the full name and principal business address of the other person, firm or organization,
and a summary of each arrangement. Clearly label the subsection of item 9 to which the details of each
arrangement are provided.
10. Directly or indirectly, does applicant control, is applicant controlled by, or is applicant
under common control with any partnership, corporation or other organization engaged
in the securities business?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
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Note: If the answer to item 10 is “yes”, state full name and principal business address of such partnership,
corporation, or other organization and describe the nature of control on Schedule D.
11. Check types of business engaged in (or to be engaged in, if not yet active) by applicant. Do not check any category
that accounts for (or is expected to account for) less than 1% of annual revenue.
A.
B.
C.
D.
Investment Company Adviser
Fund Administrator
Principal Distributor
Mutual Fund Retailer
12. Does applicant engage in any other non-securities business? (if “yes” describe
each other business briefly on Schedule D.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10SEC FORM ICA-IA
November 2004
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REGISTRANT’S NAME: _______________________________________ DATE: _________________
13. Does applicant have the required capitalization requirement to act as Investment Adviser? . . .. . .
[
]
[
]
14. Is the applicant a member or participant in an Accredited Trust Fund? . . . . . . . . . . . . . . . . . . . . .
If yes, list the name of the trust fund and date that membership or participation became effective.
[
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______________________________________________________________________________
15. Is the applicant a participant in a registered clearing agency which is
not solely engaged in the business of a securities depository? . . . . . . . . . .. . . . . . . . . . . . . . . . . . .
If yes, list the name of such clearing agency and state whether the Applicant has fulfilled its
obligation to contribute to the guarantee fund.
___________________________________________________________
___________________________________________________________
16. Does the applicant transact a securities business at location other than its principal
place of business? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Note: If yes, list the address of each such office below and submit with this application a completed copy of SEC
Form 28-BO for each such location, together with the required branch office registration fee. If additional space
is required, attach a list entitled: “Branch Location- Name of Applicant”
_____________________________________________________________________________________________
_____________________________________________________________________________________________
EXECUTION: The applicant consents that service of any civil action brought by or notice of any proceeding before the
Securities and Exchange Commission or any self-regulatory organization in connection with the applicant’s Investment
Advisory 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 items 2E, and 2F.
The undersigned, being first duly sworn, deposes and says that he/she has executed this form on behalf of, and with the
authority of said applicant. The undersigned and applicant represent 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 any information
previously submitted is not amended such information is currently accurate and complete.
Community Tax Cert.
Date/Place of Issue
Name of
Applicant: ___________________________________________ _____________________ ____________________
By:
___________________________________________ _____________________ ____________________
Signature above printed name and Title
Subscribed and sworn before me this______ day of _______________ 20___ at ________________________.
Notary Public
This page shall always be completed in full with original, manual signature and notarization.
To amend, circle items being amended. Affix notary stamp or seal where applicable.
10SEC FORM ICA-IA
November 2004
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REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE A
DIRECT OWNERS AND EXECUTIVE OFFICERS
Instructions:
1.
Use Schedule A only in new applications to provide information on the direct owners and executive
officers of the applicant. Use schedule B in new applications to provide information on indirect owners.
File all amendments on Schedules C. Complete each column.
2.
List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal
Officer, Director and Individual with similar status or functions;
(b) In the case of an applicant that is a corporation, each shareholder that directly owns 5% or more of a
class of a voting security of the applicant, unless the applicant is a public company;
Direct owners include any person that owns, has the right to vote, or has the power to sell or direct
the sale of 5% or more of class of a voting security of the applicant. For the purposes of this
Schedule, a person beneficially owns any securities (i) owned by his/her child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brotherin-law, or sister-in-law, sharing the same residence, or (ii) that he/she has the right to acquire, within
30 days, through the exercise of any option, warrant or right to purchase the security.
(c) In the case of an applicant that is a partnership, all general partners and those limited and special
partners that have the right to receive upon dissolution, or have contributed, 5% or more of the
partnership’s capital; and
(d) In the case of an owner that is a trust, the trust and each trustee.
3.
Are there any indirect owners of the applicant required to be reported on Schedule B? [
] Yes [
] No
4.
Complete the “Status” column by entering board/management titles; status as partner, trustee, sole
proprietor, or shareholder; and for shareholders, the class of securities owned (if more than one is
issued).
5.
(a) In the “Control Person” column, enter “yes” if person has “control” as defined in the instructions to
this form, and enter “no” if the person does not have control. Note that under this definition most
executive officers and all 25% owners, general partners, and trustees would be “control persons”.
(b) In the “PR” column enter “PR” if the owner is a public reporting company.
6.
Ownership codes are:
NA-less than 5%
A- 5% but less than 10%
B- 10% but less than 25%
C- 25% but less than 50%
D- 50% but less than 75%
E- 75% or more
10SEC FORM ICA-IA
November 2004
6
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE A
DIRECT OWNERS AND EXECUTIVE OFFICERS
FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle Name)
10SEC FORM ICA-IA
November 2004
Date Title
or Status
Acquired
Mo. Yr.
Title or
Status
Ownership
Code
Control
Person
PR
TIN
7
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE B
INDIRECT OWNERS
Instructions:
1.
Use Schedule B only in new applications to provide information on the indirect owners of the applicant.
Use Schedule A in new applications to provide information on direct owners. File all amendments on
Schedule C. Complete each column.
2.
With respect to each owner listed on Schedule A, (except individual owners), list below.
(a) In the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the
right to vote, or has the power to sell or direct the sale of, 10% or more of a class of a voting
security of that corporation.
(b) For the purpose of this Schedule, a person beneficially owns any securities (i) owned by his/her
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, fatherin-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, sharing the same residence; or
(ii) that he/she has the right to acquire, within 30 days, through the exercise of any option, warrant
or right to purchase the security.
(c) In the case of an owner that is a partnership, all its general partners and those limited and special
partners that have the right to receive upon dissolution, or have contributed, 10% or more of the
partnership’s capital; and in the case of an owner that is a trust, the trust and each trustee.
3.
Continue up the chain of ownership listing all 10% owners at each level.
4.
Complete the “Status” column by entering status as partner, trustee, shareholder, etc., and if shareholder,
class of securities owned (if more than one is issued).
5.
(a) In the “Control Person” column, enter “yes” if person has “control” as defined in the instructions to
this form, and enter “no” if the person does not have control.
(b) In the “PR” column, enter “PR” if the owner is a reporting company.
6.
Ownership codes are:
C- 10% but less than 25%
D- 25% but less than 50%
E- 50% but less than 75%
F- 75% or more
10SEC FORM ICA-IA
November 2004
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REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE B
INDIRECT OWNERS
FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle
Name)
10SEC FORM ICA-IA
November 2004
Entity in which Interest is
Owned
Date Status
Acquired
Mo.
Yr.
Status
Ownership
Code
Control
Person
PR
TIN
9
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE C
AMENDMENTS TO SCHEDULES A & B
Instructions:
1.
This Schedule C is used to amend Schedules A and B of SEC Form ICA-IA. Refer to those schedules for
specific instructions for completing this Schedule C. Complete each column. File with a completed
Execution Page (Page 1 of SEC Form ICA-IA)
2.
In the “Type of Amd.” Column, indicate “A”(addition), “D”(deletion) or “C”(change in information
about the same person)
3.
Ownership codes are:
NA-less than 5%
A-5% but less than 10%
B-10% but less than 25%
C-25% but less than 50%
D-50% but less than 75%
E-75% or more
10SEC FORM ICA-IA
November 2004
1
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE C
AMENDMENTS TO SCHEDULES A & B
List below all changes to Schedule A: (DIRECT OWNERS AND EXECUTIVE OFFICERS)
FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle Name)
Date Title or
Status Acquired
Mo.
Yr.
Title or
Status
Ownership
Code
Control
Person
PR
TIN
List below all changes to Schedule B: (INDIRECT OWNERS)
FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle Name)
10SEC FORM ICA-IA
November 2004
Entity in which Interest
is Owned
Date Status
Acquired
Mo.
Yr.
Status
Ownership
Code
Control
Person
PR
TIN
1
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE D
CONTINUATION SHEET
Use this Schedule D to report details of answers to SEC Form ICA-IA items except item 8 and the other
Schedules.
File with a completed Execution Page (Page 1)
Use this Schedule D only to report new information or changes/updates to previously submitted details. Do
not repeat previously submitted information.
Provide complete and concise information.
ITEM OF FORM
(Item # and Letter)
10SEC FORM ICA-IA
November 2004
ANSWER
1
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SCHEDULE E
CAPITALIZATION AND STOCKHOLDERS
CAPITALIZATION
NO. OF STOCKHOLDERS
TYPES OF
SHARES
CODE
NO. OF
SHARES/TYPE
PAR/STATED
VALUE
NUMBER
AMOUNT
AMOUNT PAID
NATIONALITY
AMOUNT
N/A
AUTHORIZED CAPITAL
N/A
SUBSCRIBED CAPITAL
FILIPINO
FOREIGN
TOTAL
PAID-UP CAPITAL
FILIPINO
FOREIGN
TOTAL
STOCKHOLDERS
NAME & ADDRESS
TYPE/CLASS
T.I.N.
TOTAL
TOTAL
TOTAL
TOTAL
TOTAL
(Note: Use additional sheet/annex if necessary)
10SEC FORM ICA-IA
November 2004
1
REGISTRANT’S NAME: _______________________________________ DATE: _________________
Schedule DRP
DISCLOSURE REPORTING PAGE
(Answer for SEC Form ICA-IA item 8)
•
•
•
•
•
1.
This schedule DRP must be filed upon occurrence of an event reportable under item 8 of SEC Form
ICA-IA.
Use a separate schedule for each event or proceeding. An event or proceeding may be reported for more
than one person or entity using one Schedule DRP. File with a completed Execution Page (Page 1of SEC
Form ICA-IA)
One event may result in more than one ”yes” answer in item 8; if so, use only one schedule to report all
information relating to the single event.
Provide clear and concise answers for each item on this Schedule.
It is not a requirement that the documents be provided for each event or proceeding. Should they be
provided, they will not be accepted as disclosure in lieu of answering the questions on this Schedule.
A. The person(s) or entity(ies) for whom this Schedule DRP is being filed is (are) (check only one box)
The Applicant
One or more control affiliates
Applicant and one or more control affiliates
If this Schedule DRP is being filed for a control affiliate, give the full name of the control affiliate below
(for individuals, Last Name, First Name, Middle Name). If the control affiliate is registered with the
SEC, provide the T.I.N. If not, indicate “non-registered” in the space for the T.I.N.
Control Affiliate Name:
Control Affiliate Name:
Control Affiliate Name:
Control Affiliate Name:
TIN
TIN
TIN
TIN
B. If the control affiliate is registered with the SEC, has the control affiliate submitted a DRP (with
SEC Form ICM-S) or Schedule DRP to the SEC for the event?
YES
NO
If answer is no, then complete items 2-9 below. If answer is yes, no other information on this Schedule
must be provided but a copy of the DRP or Schedule DRP submission must be attached.
Note: The completion of this form does not relieve the control affiliate of its obligation to update its
SEC records.
1.
This Schedule DRP relates to the following questions in item 7. (CIRCLE APPROPRIATE NUMBERS)
8A(1)
8A(2)
8B(1)
2.
8B(2)
8C(1)
8C(2)
8C(3)
8C(4)
8C(5)
8D(1)
8D(2)
8D(3)
8D(4)
8D(5)
8D(6)
8E(1)
8E(2)
8E(3)
8F
8G
8H
8I
8J
Is this schedule being filed to change or update any information regarding a previously reported event or
proceeding?
YES
NO
10SEC FORM ICA-IA
November 2004
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REGISTRANT’S NAME: _______________________________________ DATE: _________________
4.
Who initiated this event or proceeding? (Enter name of firm, regulator, customer, etc.)
____________________________________________________________________
5.
What type of event or proceeding was this? (i.e. Civil, Administrative, Criminal)
____________________________________________________________________
6.
On what date was the event the proceeding initiated?
____________________________________________________________________
7.
Identify the docket or case number of the event or proceeding (if any).
____________________________________________________________________
8.
What were the allegations against the applicant and/or control affiliate? (Include amounts of actual or
alleged damages or claims, the type of product involved, and the name, if different from the current
applicant).
____________________________________________________________________________________
9.
A. What is the current status of the event or proceeding? _____________________________________
B. On what date was this status reached? _________________________________________________
C. What was the result? (include felony/misdemeanor, a description of the penalties, amount of fine,
payment or settlement, terms of the disposition, length of suspension or restriction, etc.)
____________________________________________________________________________
10. You may provide a brief summary of this event or proceeding (Optional) on your attachment sheet.
10SEC FORM ICA-IA
November 2004
2
REGISTRANT’S NAME: _______________________________________ DATE: _________________
SECURITIES AND EXCHANGE COMMISSION
SEC FORM ICA-IA
APPLICATION FOR REGISTRATION AND AMENDMENT TO REGISTRATION OF
INVESTMENT COMPANY ADVISERS (ICA) OF INVESTMENT COMPANIES
GENERAL INSTRUCTIONS
INTRODUCTION
The Investment Adviser shall manage the resources and operations of Investment Companies in accordance with the
provisions of the Investment Company Act (RA 2629) and its implementing rules and regulations.
It shall be understood that pursuant to Monetary Board Resolution No. 1758 dated 10 December 1999, investment
company managers (investment advisers) which are performing purely agency functions in respect of the investment
company they manage shall be outside the coverage of the jurisdiction of the Bangko Sentral ng Pilipinas (BSP), subject
however, that (1) the investment managers shall not perform trust or quasi-banking functions and are not bank
subsidiaries or affiliated; (2) the products of the investment managers shall not be sold, and advertisements and material
covering such products shall not be made or distributed, in bank premises.
Initial SEC Form ICA-IA applications for Investment Adviser registration shall be accompanied by SEC Form ICA-CIS
applications for all Certified Investment Solicitors, SEC Form ICA-CO applications for all compliance officers.
INSTRUCTIONS:
1.
UPDATING- All registered investment advisers are required to update SEC Form ICA-IA information by
submitting amendments whenever the information on file becomes inaccurate for any reason within seven (7) days
of any change to the information previously filed. Fill out and circle the number of the item being changed.
2.
CONTACT EMPLOYEE- The Associated Person listed on page 1 as the contact employee must be authorized to
receive all compliance information, communications and mailings and be responsible for disseminating it within the
applicant’s organization.
3.
FORMAT
▪
•
Type all information.
•
Give the name of the Investment Adviser and date on each page.
•
4.
The Execution Page (page 6) with original manual signatures to the initial SEC Form ICA-IA filing and each
amendment to the Form. Amendments to Schedules C, D and DRP shall also be accompanied by an Execution
Page. Schedules A & B are amended by filing Schedule C.
Use only the current version of SEC Form ICA-IA and its schedules or a reproduction of them.
DEFINITIONS
•
Applicant means the Investment Adviser applying on or amending this Form.
•
Control means the power, directly or indirectly, to direct the management or policies of a company, whether
through ownership of securities, by contract, or otherwise. Any person that (i) is a director, general partner or
officer exercising responsibility (or having similar status or functions): (ii) directly or indirectly has the right to
vote ten percent (10%) or more of a class of a voting security, or has the power to sell or direct the sale of ten
percent (10%) or more of a class of voting securities; or (iii) in the case of a partnership, has the right to receive
upon dissolution, or has contributed, ten percent (10%) or more of the capital, is presumed to control the
company.
•
Person means an individual, partnership, corporation or other organization.
10SEC FORM ICA-IA
November 2004
1
REGISTRANT’S NAME: _______________________________________ DATE: _________________
5.
SCHEDULES A, B & C – File Schedules A and B only with initial applications for registration. Use schedule C to
update Schedules A and B.
6.
SCHEDULE D- Schedule D provides additional space for explaining “yes” answers to SEC Form ICA-IA items
(except for item 8), but not for continuing Schedules A, B or C. To continue Schedules A, B, or C, use copies of the
schedule being continued.
7.
SCHEDULE E - Filed with initial application and whenever there are amendments thereto. If the spaces are not
sufficient, please use additional sheet, and label the same Schedule E-1, etc.
8.
SCHEDULE DRP- All information relating to an event reportable under item 8 shall be provided in Schedule DRP
except that an attachment sheet may be used to respond to item 11. Applicant may submit a partially completed
Schedule DRP (as specified in the Schedule) only if the applicant or control affiliate for whom the Schedule is being
filed has submitted a fully-completed Schedule DRP (in connection with another SEC Form ICA-IA filing) or a
DRP Page (in connection with a SEC Form ICA-CIS) relating to the occurrence of the same event. In such cases this
fully completed Schedule DRP or DRP Page must be attached to the applicant’s Schedule DRP.
9.
EXHIBITS – Exhibits required to be submitted with the Application:
a.
b.
Evidence of compliance with minimum capital requirements.
c.
Valid work permit of foreigners connected in any capacity with the applicant;
d.
Copies of identity cards/passports of individual applicants, all directors and persons who control more than
10% of a class of voting securities of the applicant;
e.
Written supervision and control procedures, including procedures for establishing and maintaining a “Chinese
Wall” ;
f.
Schedule of minimum commission charges.
g.
Latest audited financial statement;
h.
Where applicant has been in existence for more than one year, certified copies of income tax returns for the two
years preceding date of application;
i.
Organization chart, including branch offices;
j.
If applicant is a corporation, a certified copy of the following documents under oath by the corporate secretary:
1) With respect to a foreign applicant, certificate that the board of directors has authorized, in a resolution,
the President and Secretary to sign an irrevocable consent to service of process upon the Commission as
service to the corporation;
2) Articles of Incorporation;
3) Board resolution attesting to particulars contained in the application;
k.
Business plan regarding proposed and/or current operations, including projected volume of business;
l.
If the applicant is not a member of or participant in an SRO, or has not applied for such membership or
participation therein, a written undertaking that he will become a member or participant in an SRO in the near
future;
m.
Management and Distribution Agreement;
n.
10.
Continuing authorization for the Commission’s duly authorized representative to verify the applicant’s bank
accounts;
Filing Fee - Php10,000.00 plus Php100.00 legal research fee
COPIES - The completed application with Cover Sheet, along with the required Exhibits shall be submitted in five
(5) copies.
10SEC FORM ICA-IA
November 2004
2
