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12-1 ETF Registration Statement
SEC ETF registration statement for the issuer of exchange traded fund
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REGISTRATION STATEMENT
GENERAL INSTRUCTIONS
1.
The SEC Form 12-1 ETF shall be used for the registration of Exchange Traded Funds (ETF) that shall
be sold or offered for sale pursuant to SEC Memorandum Circular No. 10, Series of 2012 otherwise
known as the Rules and Regulations on Exchange Traded Funds (ETF Rules), Investment Company
Act (ICA), Securities Regulation Code (SRC) and their implementing rules and regulations.
2.
Attention is directed to the following ETF and SRC Rules provisions which refer to the registration of
ETFs, filings of periodic and current reports, proxy solicitations, officer and principal stockholder
filings and financial statements required by Section 68 thereof.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
(y)
(z)
(aa)
(bb)
(cc)
3.
Section 5 of the ETF Rules
Section 6 of the ETF Rules
Section 7 of the ETF Rules
Section 8 of the ETF Rules
Section 9 of the ETF Rules
Section 11 of the ETF Rules
Section 12 of the ETF Rules
Section 13 of the ETF Rules
Section 14 of the ETF Rules
Section 15 of the ETF Rules
Section 16 of the ETF Rules
Section 17 of the ETF Rules
Section 18 of the ETF Rules
Section 19 of the ETF Rules
Section 23 of the ETF Rules
Section 24 of the ETF Rules
Section 25 of the ETF Rules
SRC Rule 8.1
SRC Rule 8.3
SRC Rule 12.1
SRC Rule 12.2
SRC Rule 13
SRC Rule 14
SRC Rule 17.1
SRC Rule 18.1
SRC Rule 20
SRC Rule 23
SRC Rule 68, as amended
SRC Rule 72.1
Attention is particularly directed to SRC Rule 12.1 for the requirements applicable to the contents of
the non-financial information portions of a registration statement under the SRC, and SRC Rule 68, as
amended for the contents of the financial information portions of a registration statement. Where SEC
Form 12-1 ETF directs the registrant to furnish information required by SRC Rule 12.1, “Annex C, as
SEC Form12-1 ETF * Updated 22Sep2017
Page 1 of 7
amended, and the item of that Rule so provides, information need only be furnished to the extent
applicable. Prior to preparation of their filings, registrants should also review the provisions of SRC
Rule 72.1, "General Rules and Regulations For Filing of SEC Forms With the Securities and Exchange
Commission." Definitions contained in Section 5 of the ETF Rules, “Annex B” and SRC Rule 68, as
amended, to the extent they are not defined herein, shall govern the meaning of similar terms used
herein.
4.
The registration statement shall be signed by the registrant’s principal executive officer or officers, its
principal financial officer, its comptroller or principal accounting officer, and the majority of its board
of directors or persons performing similar functions.
5.
The name of each person who signs the registration statement shall be typed or printed beneath the
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.
6.
Every amendment to a registration statement shall be signed by the persons specified in
subparagraph A of Section 7.3 of the ETF Rules or by any executive officer duly authorized by the
Board of Directors. The final registration statement and the final prospectus shall, however, be signed
by all required signatories under subparagraph A of Section 7.3 of the ETF Rules.
7.
Three (3) copies of a duly accomplished SEC Form 12-1 ETF and Prospectus shall be filed, including
exhibits and all other papers and documents filed as part thereof.
8.
No pre-evaluation shall be conducted on the registration statement prior to filing and the Commission
may reject any application for registration for technicalities.
9.
In the event that the registration statement is rejected pursuant to Section 13 of the SRC, the fee paid
thereon shall be forfeited.
SEC Form12-1 ETF * Updated Jan 2013
Page 2 of 7
SEC FORM 12-1 ETF
REGISTRATION STATEMENT
1. SEC Identification Number ................................
2. ..........................................................................................
Exact name of registrant as specified in its charter
3. .................................................................
4. ...............................................
Province, country or other jurisdiction of
BIR Tax Identification Number
incorporation or organization
5. ..........................................................................................
General character of business of registrant.
6.
Industry Classification Code:
(SEC Use Only)
7. ..........................................................................................
Address, including postal code, telephone number, FAX number including area code, of registrant's
principal offices
8. Fiscal Year Ending Date (Month and Day) : .................................
Computation of Registration Fee
Title of each class
of ETF to be
registered
Amount to be
registered
Proposed
Maximum offering
price per unit
Proposed
maximum
aggregate offering
price
Amount of
registration fee
Registration Statements filed pursuant to Section 12 of the SRC shall be accompanied by a fee as
follows:
Maximum aggregate price of securities to be
offered
Not more than P500 Million
More than P500 Million but not more than P750
Million
More than P750 Million but not more than P1
Billion
More than P1 Billion
Amount of filing fee
0.10% of the maximum aggregate price of the
securities to be offered
P500,000 plus 0.075% of the excess over P500
Million
P687,500 plus 0.05% of the excess over P750
Million
P812,500 plus 0.025% of the excess over P1
Billion
A legal research fee of 1% of the filing fee paid for filings made pursuant to SRC Rule 8.1
shall also be paid at the time of the filing.
SEC Form12-1 ETF * Updated 22Sep2017
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PART I - INFORMATION REQUIRED IN PROSPECTUS
Item 1.
Front of the Registration Statement and Outside Front Cover Page of Prospectus.
Set forth in the front of the registration statement and on the outside front cover page of the prospectus the
information required by Part VI, paragraph (A) of “Annex C, as amended” and Section 6, of the ETF Rules.
Item 2.
Inside Front Cover and First Two or More Pages of Prospectus.
Set forth on the inside front cover page of the prospectus and the first two or more pages, the information
required by Part VI, paragraph (B) of “Annex C, as amended”.
See Annex “1” for the required details and information.
Item 2-A.
First Three or More Pages of Prospectus.
Set forth on the first three or more pages of the prospectus the Table of Contents and the Glossary as required
by Part VI, paragraph (B) of “Annex C, as amended”.
Item 3.
Risk Factors and Other Information
Furnish the information required by Part VI, paragraph (C) and (D) of “Annex C, as amended”.
Item 4.
Use of Proceeds.
Furnish the information required by Section 17 and 19 of the ETF Rules, Part VI, paragraph (E) of “Annex C, as
amended”.
Item 5.
Determination of Offering Price and/or the Net Asset Value per Share.
Furnish the information required by Part VI, paragraph (F) of “Annex C, as amended” and Sections 5(15 and
16), 8(3, 4 and 5) and 23 of the ETF Rules.
Item 6.
Dilution.
Furnish the information required by Part VI, paragraph (G) of “Annex C, as amended”.
Item 7.
Selling Security Holders.
Furnish the information required by Part VI, paragraph (H) of “Annex C, as amended”.
Item 8.
Plan of Distribution.
Furnish the information required by Sections 15, 16, 18 and 19 of the ETF Rules, Part VI, paragraphs (I), (J)
and (K) of “Annex C, as amended”.
SEC Form12-1 ETF * Updated Jan 2013
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PART II – SECURITIES OF THE REGISTRANT
Item 9.
Description of Securities to Be Registered.
Furnish the information required by Section 5 and 19 of the ETF Rules, Part II, paragraph (B) of “Annex C, as
amended”.
Item 10.
Interests of Named Experts and Independent Counsel.
Furnish the information required by Part VI, paragraph (L) of “Annex C, as amended”.
Item 11.
Information with Respect to the Registrant.
Furnish the following information with respect to the registrant:
(a)
Information required by Part I, paragraph (A) of “Annex C, as amended”, Description of
Business;
(b)
Information required by Part I, paragraph (B) of “Annex C, as amended”, Description of
Property;
(c)
Information required by Part I, paragraph (C) of “Annex C, as amended”, Legal Proceedings;
(d)
Where common equity securities are being offered, information required by Section 19 (n)
of the ETF Rules, Part II, paragraph (A)(1) through (4) of “Annex C, as amended”, Market
Price of and Dividends on the Registrant's Common Equity and Related Stockholder
Matters;
(e)
(f)
Information required by Part III, paragraph (A) of “Annex C, as amended”, Management's
Discussion and Analysis or Plan of Operation;
Information required by Part III, paragraph (B) of “Annex C, as amended”, Changes in and
Disagreements With Accountants On Accounting and Financial Disclosures;
PART III – CONTROL AND COMPENSATION INFORMATION
Provide the additional information with respect to the registrant:
(g)
Information required by Sections 14 and 15 of the ETF Rules , Part IV, paragraph (A)
of “Annex C, as amended”, Directors, Executive Officers, Promoters, Index Provider
and Control Persons;
(h)
Information required by Part IV, paragraph (B) of “Annex C, as amended”, Executive
Compensation;
(i)
Information required by Section 19 of the ETF Rules, Part IV, paragraph (C) of “Annex C, as
amended”, Security Ownership of Certain Record and Beneficial Owners and Management;
(j)
Information required by Part IV, Section (D) of “Annex C, as amended”, Certain Relationships
and Related Transactions.
SEC Form12-1 ETF * Updated Jan 2013
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Item 12.
Financial Information
Furnish financial information as required by SRC Rule 68, as amended.
PART IV - THE FOLLOWING ADDITIONAL INFORMATION
SHOULD BE PROVIDED IN THE PROSPECTUS
Furnish the following information with respect to the registrant:
I.
II.
III.
IV.
V.
VI.
VII.
VIII.
IX.
Information required by Section 7.5 of the ETF Rules on Investment Objectives and Policies.
Information required by Sections 14 and 23 of the ETF Rules on Index and Index Provider.
Information required by Section 23 of the ETF Rules on Premium and Discount Information.
Information required by Section 11 of the ETF Rules on In-Kind Issuance and Redemption of
ETF Shares.
Information required by Section 12 of the ETF Rules on Issuance of ETF Shares in Exchange
for Cash.
Information required by Section 13 of the ETF Rules on Direct Redemption.
Information required by Section 8 of the ETF Rules on Liquidity of the ETF Shares and the
Underlying Securities.
Information required by Section 19 of the ETF Rules on Tracking Error.
Information required by Section 25 of the ETF Rules on Securities Lending Activity.
PART V - INFORMATION INCLUDED IN REGISTRATION STATEMENT
BUT NOT REQUIRED IN PROSPECTUS
Item 13.
Other Expenses of Issuance and Distribution.
Furnish the information required by Part VI, paragraph (M) of “Annex C, as amended”.
Item 14.
Exhibits.
Furnish or incorporate by reference the exhibits required by The ETF Rules and Part VII of “Annex C, as
amended”, and any other document the omission of which will render the foregoing material facts or any
other part of the Registration Statement misleading.
SEC Form12-1 ETF * Updated Jan 2013
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SIGNATURES
Pursuant to the requirements of the ETF Rules, this registration statement is signed on behalf of the
registrant by the undersigned, thereunto duly authorized, in the City of ________________________ on__________,
20__.
By:
________________________________
Principal Executive Officer
______________________________________
Comptroller/ Principal Accounting Officer
________________________________
Principal Financial Officer
___________________________________
Director
________________________________
Director
___________________________________
Director
________________________________
Director
___________________________________
Director
SUBSCRIBED AND SWORN to before me this _____ day of _________ 200__ affiant(s) exhibiting to me
his/their Residence Certificates, as follows:
NAMES
GOVT ISSUED ID and
NO.
DATE OF ISSUE
PLACE OF ISSUE
______________________
Notary Public
SEC Form12-1 ETF * Updated Jan 2013
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