MORNBFI Vol. 1 - Planters Development Bank

APP. Q-1808.12.31SECURITIES AND EXCHANGE COMMISSION BASIC RULES ANDREGULATIONS TO IMPLEMENT THE PROVISIONS OF PRESIDENTIAL DECREENO. 129, OTHERWISE KNOWN AS "THE INVESTMENT HOUSES LAW"[Appendix to Secs. 4903Q and 4106Q (2008 - 4604Q and 4656Q)]To effectively carry out the provisionsof Presidential Decree (P.D.) No. 129,otherwise known as "The InvestmentHouses Law", the Commission, pursuantto the powers vested in it by said Decree,and by R.A. Nos. 1143 and 5050, herebypromulgates the following rules andregulations for the information andguidance of the public:Section 1. Scope of Applicability. Theserules and regulations shall apply to anyenterprise which engages or purports toengage in the underwriting of securities.Sec. 2. Definitions. The followingterms as used in P.D. No. 129 and theserules shall be understood to mean asfollows:a) Investment House (IH) is anyenterprise which engages or purports toengage, whether regularly or on anisolated basis, in the underwriting ofsecurities of another person or enterprise,including securities of the Governmentand its instrumentalities.b) Underwriting of securities is theact or process of guaranteeing thedistribution and sale within the Philippinesof securities issued by another person orenterprise, including securities of theGovernment or its instrumentalities. Thedistribution and sale may be on a publicor private placement basis.c) Securities are written evidencesof ownership, interest or participation, inany enterprise, or written evidences ofindebtedness of a person or enterprise. Itincludes, but is not limited to, theinstruments enumerated in Section 2 ofthe Securities Act.d) Guarantee is any commitmentand/or undertaking made by a person, firmor entity to an issuer or holder of securitiesto raise funds for said issuer or holder, bythe distribution of such securities for sale,resale, or subscription, either through anoutright purchase or through acorresponding commitment to purchasethe balance not subscribed or sold.e) Private placement refers to theunderwritten sale of securities to less than20 persons or enterprises.f) Public distribution refers to theunderwritten sale of securities to at least20 persons or enterprises.g) Voting stock is that portion of theauthorized capital stock of an IH, as aresubscribed and entitled to vote.h) Paid-in capital are all payments onsubscriptions to the authorized capital of anIH, including premiums paid in excess of par.i) Officer shall be understood tomean a senior officer of an IH or bank,which includes the president, executivevice-president, general manager, vicepresident,assistant vice-president,corporate secretary, head of an operatingdepartment and branch manager and suchother officers as the Commission, inconsultation with the BSP, shall determine.j) Organizers are persons whoundertake to form an IH, amongthemselves and others, and who areindicated in the articles of incorporation asthe incorporators and the incorporatingdirectors.k) Managerial staff are the officersof an IH. Where an IH is under amanagement contract the terms shall beunderstood to include the officers of themanagement firm.Manual of Regulations for Non-Bank Financial InstitutionsQ RegulationsAppendix Q-18 - Page 1