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IHU-A Application for Registration as an Investment House/ Underwriter of Securities and Amendments
SEC registration form for investment house/underwriter of securities
Your Browser Doesn't Support Canvas. Showing the Text Content of the PDF Instead: APPLICANT’S/REGISTRANT’S NAME:_______________________________________________________________________
DATE: ____________________________________________
Firm T.I.N ________________________________________
SEC REGISTRATION NUMBER (where registration is being amended or renewed): _____________________
APPLICATION FOR REGISTRATION AS AN INVESTMENT HOUSE/UNDERWRITER OF
SECURITIES* AND AMENDMENTS THERETO
NEW APPLICATION/RENEWAL OF CURRENT REGISTRATION FOR CALENDAR YEAR 2001
[ ] INVESTMENT HOUSE
[ ] UNDERWRITER OF SECURITIES
AMENDMENTS
This amendment pertains to items ____________________
1.
Check types of business engaged in (or to be engaged in, if not yet active) by applicant .
[
[
[
[
[
] Guaranteed Underwriting of Corporate Securities [ ] Guaranteed Underwriting of Government Securities
] Participant in Underwriting Syndicates
[ ] Best Efforts Underwriting
] Securities Broker* * [ ] Securities Dealer ** [ ] Financial consultant/adviser
] Portfolio Manager
[ ] Fiscal Agent
[ ] Design pension/profit sharing and other employee benefit plans
] Engage in other permitted activities under the Investment Houses Law/ General Banking Act.***
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 Houses Law and 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:
________________________________________________________________________________________________
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.
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:
_______________________________________________________________________________________________
* Under the General Banking Act of 2000 (GBA), expanded commercial banks (EKBS) are authorized to perform the functions of an
investment house, provided that under SEC Resolution No. 60, Series of 2000, such banks, when engaged in the underwriting of
securities, are required to register with the Commission as an underwriter.
**Although Section 11 of the Basic Rules and Regulations Implementing Presidential Decree No. 129 (Investment Houses Law)
exempts an investment house which is also engaged in the business of a securities broker or dealer from separately registering under
the Securities Regulation Code, Section 11 specifically states that any such investment house is required to comply with the Code and
rules adopted thereunder. Investment Houses registered under the Investment Houses law and EKBs authorized under the GBA, which
engage in broker and/or dealer activities shall be deemed to be registered under Section 28 of the Code. Although EKB’s do not
currently engage in Broker Dealer activities, if they so decide in the future they would be regulated in the same manner as investment
houses.
***Describe these activities in Schedule D. See also item 9 of this Form.
SEC Form IHU/IHU-A
January 2001
1
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
G.
Business Telephone Number: ___________________________________
H.
Contact Employee: (Name and Title) ____________________________________________
Tel. No. ____________________________
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 [ ] BSP [ ] IHAP [ ] PSE [ ] BAP
[ ] Others, specify ______________________________________________________________
4.
Indicate date and place applicant obtained its legal status (i.e. place of incorporation)
Date of formation: _____________________ Place of formation: ____________________SEC Reg. No. _______________
(MM/DD/YY)
Applicant’s fiscal year ends: _________________________ Date of Annual Meeting : _____________________________
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.
Indicate if the applicant is licensed by the BSP to engage in the following activities: quasi-banking, trust, investment
management activities and others (pls. specify)
6.
Name of Officer in Charge of Applicant’s underwriting of securities function and date of appointment:
______________________________________________________________________________________________________
7.
Background Information
Use Schedule DRP for providing details to “yes” answers to the questions in item 8.
DEFINITIONS:
•
•
•
•
•
Control Affiliate- A person named in items 6 or 8 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, 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,
bank, investment house)
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.
In the past ten years has the applicant or a control affiliate been convicted of or pleaded guilty or nolo contendere (“no co ntest”)
in a domestic or foreign court to.
Yes
No
(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?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ]
[ ]
B.
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?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . [
SEC Form IHU/IHU-A
January 2001
]
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]
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2
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
C.
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?. . . . . . . . . . . . . . . . . . . . . . . . .
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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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H.
Has a bonding company denied, paid out on, or revoked a bond for the applicant? . . . . . . . . . . .
[
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I.
Does the applicant have any unsatisfied judgments or liens against it? . . . . . . . . . . . . . . . . . . . .
[
]
[
]
J.
Has the applicant or control affiliate of the applicant ever been an investment house or a control
affiliate of an investment house that has been declared bankrupt? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
]
[
]
D.
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?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(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?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
E.
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.
G.
8.
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? ………………….
[
]
[
]
The funds or securities of applicant or any of its customers are held or maintained
by such other person, firm or organization? …………..
[
]
[
]
Have any arrangements with any other Investment House, Underwriter, and/or Broker Dealer
under which applicant refers or introduces customers?
[
]
[
]
(2)
B.
SEC Form IHU/IHU-A
January 2001
3
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
If the answer to any subsection of item 7 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 7 to which the details of each arrangement are provided.
9.
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?
……………
[
]
[
]
Does applicant engage in any other non-securities business? (if “yes” describe
each other business briefly on Schedule D.) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[
]
[
]
Is the applicant a member or participant in an Accredited Trust Fund?
[
]
[
]
[
]
[
]
If the answer to item 8 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.
10.
10.
If yes, list the name of the trust fund and date that membership or
Participation became effective.
___________________________________________________________
___________________________________________________________
11.
Does the applicant transact business at location other than its principal
place of business? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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
prescribed 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 House/underwriting
activities, may be given by registered or certified mail or confirmed telegram to the applicant’s contact employee at the mai n 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 i nformation 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.
SEC Form IHU/IHU-A
January 2001
4
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
Schedule A
DIRECT OWNERS AND EXECUTIVE OFFICERS
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)
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-inlaw, son-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.
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 10% owners would be
“control persons”
(b) In the “PR” column enter “PR” if the owner is a public reporting company.
6. Ownership codes are:
C-25% but less than 50%
NA-less than 5%
D-50% but less than 75%
FULL LEGAL NAME
(Individuals: Last Name, First Name, Middle
Name)
SEC Form IHU/IHU-A
January 2001
Date Title or
Status
Acquired
MO
YR
A-5% but less than 10%
E- 75% or more
Title or
Status
B- 10% but less than 25%
Ownership
Code
Control Person
PR
5
TIN
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
Schedule B
INDIRECT OWNERS
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.
Each of its shareholders that beneficially owns, has the right to vote,
sell or direct the sale of, 10% or more of a class of a voting security of that corporation.
or
has
the
power
to
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, father-in-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.
3.
Continue up the chain of ownership listing all 10% owners at each level.
4.
Complete the “Status” column by entering status as a shareholder, and 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
FULL LEGAL NAME
(Last Name, First Name, Middle Name)
SEC Form IHU/IHU-A
January 2001
Entity in
Which
Interest is
Owned
Date Title or
Status Acquired
Mo.
Yr.
Status
Ownership
Code
Control
Person
PR
T.I.N.
6
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
Schedule C
AMENDMENTS TO SCHEDULES A & B
(Amendments to answers for Schedules A and B of SEC Form IHU/IHU-A)
1.
This Schedule C is used to amend Schedules A and B of SEC Form IHU/IHU-A. 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
IHU/IHU-A)
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
List below all changes to Schedule A: (DIRECT OWNERS AND EXECUTIVE OFFICERS)
FULL LEGAL NAME
(Individuals: Last Name, First Name,
Middle Name)
Type
of
Amd.
Date Title
or Status
Acquired
Mo.
Yr.
Title or
Status
Ownership
Code
Control
Person
T.I.N.
PR
List below all changes to Schedule B: (INDIRECT OWNERS)
LEGAL NAME
(Individuals: Last Name, First Name,
Middle Name)
Type
Of
Amd.
Entity in
Which
Interest is
Owned
Date Title
or Status
Acquired
Mo.
SEC Form IHU/IHU-A
January 2001
Yr.
Status
Ownership
Code
Control
Person
T.I.N.
PR
7
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
Schedule D
CONTINUATION SHEET
Use this Schedule D to report details of answers to SEC Form IHU items except item 6 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
SEC Form IHU/IHU-A
January 2001
ANSWER
8
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
SCHEDULE E
AUTHORIZED CAPITAL
NO. OF STOCKHOLDERS
N/A
TYPES OF
SHARES
CODE
NO. OF
SHARES/TYPE
PAR/STATED
VALUE
NUMBER
AMOUNT
AMOUNT
PAID
NATIONALITY
AMOUNT
SUBSCRIBED CAPITAL
FILIPINO
FOREIGN
TOTAL
PAID-UP CAPITAL
FILIPINO
FOREIGN
TOTAL
STOCKHOLDERS
NAME & ADDRESS
TYPE/CLASS
TOTAL
TOTAL
TOTAL
TOTAL
TOTAL
TOTAL
TOTAL
TOTAL
(Note: Use additional sheet/annex if necessary)
SEC Form IHU/IHU-A
January 2001
9
TAXPAYE
RS’ ID NO.
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
Schedule DRP
DISCLOSURE REPORTING PAGE
(Answer for SEC Form IH item 6)
•
•
•
•
•
This schedule DRP must be filed upon occurrence of an event reportable under item 6 of SEC Form IHU.
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 IHU).
One event may result in more than one”yes” answer in item 6; 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..
1. 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 “nonregistered” 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 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.
2.
This Schedule DRP relates to the following questions in item 6. (CIRCLE APPROPRIATE NUMBERS)
6A(1)
6A(2)
6B(1)
6B(2)
6C(1)
6C(2)
6C(3)
6C(4)
6C(5)
6D(1)
6D(2)
6D(3)
6D(4)
6D(5)
6D(6)
6E(1)
6E(2)
6E(3)
6F
6G
6H
6I
6J
3.
Is this schedule being filed to change or update any information regarding a previously reported event or proceeding?
YES
NO
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).
_______________________________________________________________________________________________________
SEC Form IHU/IHU-A
January 2001
10
APPLICANT’S/REGISTRANT’S NAME: ______________________________________________________________
DATE: __________________________________
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.
SEC Form IHU/IHU-A
January 2001
11
List of Exhibits required to be submitted with the Application:*
Please Check
Applicable Not
Applicable
1. Copy of the approved Articles of Incorporation and By Laws; (for new applicants)
2. Continuing authorization for the Commission’s duly authorized
representative to verify the applicant’s bank accounts. The authorization shall
be for all banks wherein accounts are maintained by the applicant, its
subsidiaries and its affiliates and persons under common control with or by
the applicant;
3. Bio-data with picture (under oath) of current directors and officers;
4. Compliance with paid up capital requirements for new applicants;
5. Valid work permit of foreigners connected in any capacity with the applicant,
aside from directors and stockholders issued by DOLE;
6. Registration approval from the Bureau of Immigration and Deportation of
resident foreign directors and officers, if any;
7. Written supervision and control procedures to ensure compliance with the
applicable provisions of P.D. 129, it’s implementing rules and other
applicable rules pertaining to Investment Houses and the Securities
Regulation Code, including procedures for establishing and maintaining a
“Chinese Wall” in accordance with SRC Rule 34.1-3;
8. Latest audited financial statement and latest interim financial statement as of
the end of the month prior to filing the application;
9. Statement justifying its operation;
10. Organization chart, including branch offices;
11. A certified copy of the Board resolution attesting to particulars contained in
the application;
12. Business plan regarding proposed and/or current operations, including
investment direction and volume;
13. Where more than 40% of the voting stock of the applicant is owned by
foreigners, a copy of the certification from the Embassy of the country of
which the applicant is a national or a duly authenticated certification by the
authorized official of the appropriate foreign government of that country
attesting to the fact that the laws of that country or state of the applicant
allow Filipino citizens and corporations the same or similar rights (for new
applicant);
14. For foreign applicants, verification that the applicant has an EKB license
from the Bangko Sentral ng Pilipinas. A copy of the favorable 2 nd
endorsement from the Bangko Sentral ng Pilipinas if the applicant has an
EKB license, trust investment management & quasi banking functions and is
a subsidiary of a bank.
* Exhibits which have been previously filed by a registrant do not need to be resubmitted, provided that a statement under oath is provided indicating the date
such exhibit was filed with the Commission and confirmation that there has been
no change in the information contained therein..
SEC Form IHU/IHU-A
January 2001
12
SECURITIES AND EXCHANGE COMMISSION
SEC FORM IHU/IHUA
APPLICATION FOR REGISTRATION AND
AMENDMENT TO REGISTRATION OF
INVESTMENT HOUSES/UNDERWRITERS OF SECURITIES
GENERAL INSTRUCTIONS
INTRODUCTION
The Investment Houses Law and rules and regulations adopted thereunder provide that no person shall engage in the business of
underwriting of securities of another person or enterprise, including securities of the government and its instrumentalities in the
Philippines unless registered as an investment house such with the Securities and Exchange Commission. Although the General
Banking Act of 2000 authorizes expanded commercial banks (EKBs) to engage in the functions of an investment house, SEC
Resolution No. 60, Series of 2000, requires an EKB, prior to engaging in the underwriting activities of an investment house to register
as an underwriter with the Commission.
Application for registration as a investment house/underwriter is made by filing SEC Form IHU and paying the prescribed fee with the
Commission at the SEC Building, EDSA (near Ortigas Avenue, Greenhills, Mandaluyong City, Metro Manila)
Initial SEC Form IHU applications for Investment Houses/Underwriter registration shall, where the investment house/underwriter is
also directly engaged in the business of a securities broker or dealer, be accompanied by SEC Form IHU-S applications for all
Salesmen, SEC Form IHU-AP for all Associated Persons, and SEC Form 28-BO for all Branch Offices.
INSTRUCTIONS:
1.
UPDATING- All registered investment houses/underwriters (registrants) are required to update SEC Form IHU 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.
ANNUAL RENEWAL – All registrants are required to renew their registration by filing Form IHU with the Commission not
later than January 15 of each year pursuant to Sec. 3E of the Implementing Rules of P.D. 129 and paying the prescribed annual
renewal fee.
3.
CONTACT EMPLOYEE- The 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.
4.
FORMAT
▪
The Execution Page with original manual signatures to the initial SEC Form IHU 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.
•
Type all information.
•
Give the name of the Investment House/Underwriter and date on each page.
•
Use only the current version of SEC Form IHU and its schedules or a reproduction of them.
4. DEFINITIONS
•
Applicant means Investment House/Underwriter 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, i s
presumed to control the company.
•
Person means an individual, partnership, corporation or other organization.
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.
SEC Form IHU/IHU-A
January 2001
13
6. SCHEDULE D - Schedule D provides additional space for explaining “yes” answers to SEC Form IH (except for item 6, but not
for continuing Schedules A, B or C. To continue Schedules A, B, or C, use copies of the schedule being continued.
7. SCHEDULES 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 6 shall be provided in Schedule DRP. 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 IHU filing) or a
DRP Page (in connection with a SEC Form IHU-S filing) 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. The completed application, along with required Exhibits shall be submitted in five (5) copies.
To register, pay in cash or cashier’s or manager’s check payable to the Securities and Exchange Commission the amount of:
Pesos 10,100.
SEC Form IHU/IHU-A
January 2001
14
