Self-Regulatory Organization

1. Three (3) duly accomplished and notarized registration form for Self-Regulatory Organization (SEC Form 39) ;

2. Board resolution attesting to particulars in the application;

3. Copies of identity cards/passports of directors and persons who control more than ten percent 10% of the applicant;

4. A copy of the Articles of Incorporation indicating that the purpose of the applicant is to engage in the business of a clearing agency and/or securities depository and copy of the By-Laws;

5. A copy of proposed SRO rules to be submitted to the Commission for approval pursuant to procedures set forth in the Code and IRR;

6. A copy of the Articles of Incorporation with all amendments thereto, and existing by-laws or rules or instruments corresponding thereto of each affiliate and subsidiary listed in answer to Item 9 of the Statement;

7. Original signed copy of the audited balance sheet and statement of income and expenses of the applicant, and all notes and schedules thereto as of the end of the last fiscal year;

8. Projected balance sheet and statement of income and expenses for the first five (5) years, including assumptions, in its capacity as an Exchange;

9. Detailed narrative and graphical description of the proposed business and/or operational model and procedures (e.g., lodgment and upliftment processes, corporate action processes, dividend distribution, proxy issuance, pledge, etc.), recording of ownership and movements of share ownership).

10. A complete set of all forms pertaining to application for membership in the Exchange.

11. A complete set of all forms pertaining to application for approval as a person associated with a member of the Exchange (Such as associated persons and salesmen).

12. A complete set of all forms of financial statements, reports or questionnaires required of members, relating to such matters as members’ responsibility or minimum capital requirements.

13. A complete set of documents, comprising the Exchange’s listing applications, including the agreements required to be executed in connection therewith, and a schedule of listing fees.

14. List and explanation of all dues, fees and charges for exchange activities.

15. Study made as to comparative fees and charges imposed by other major and neighboring exchanges.

16. The organizational chart of the Exchange, indicating filled and unfilled positions and the identity of persons presently occupying the title or position. The chart should be accompanied by the list of qualifications/requirements and Statement of Duties and Responsibilities for each position/item.

17. List of present officers, governors, members of all standing committees, or persons performing functions similar to any of the foregoing, whatever their title or technical status may be, of the Exchange, who presently hold or have their offices or positions during the previous year, including for each:

Name;

Title;

Dates of commencement and termination of office or position;

Length of time each has held the same position or office;

Type of business in which each is primarily engaged.

18. List of present officers, directors, members of all standing committees or persons performing functions similar to any of the foregoing, whatever their title or technical status may be, of each affiliate and subsidiary listed in answer to Item 7 of the Statement, including for each Name and Title;

19. List of the names of participants and of current applications to become participants.

20. Complete set of a1l forms pertaining to identification and description of any qualifications or criteria that have the effect of denying or limiting access or use by any person, including a broker dealer and custodian participant or their clients, of the Exchange. If such data in the rules and procedures already, quote the specific provision/s.

21. Complete set of all forms pertaining to copies of proposed participation agreement/s.

22. Detailed plan of operation and economic justification for operating an Exchange with description and analysis of the industry and the market environment from which the Exchange expects to draw majority of its business, as well as the strategy for its ongoing operation. This should include the target security instruments (e.g., equities, bonds) and target participants (e.g., brokers, dealers).

23. Comprehensive Information Technology Plan, to include among others, list and brief description of the following: software and hardware to be primarily used in its exchange function and their location; back-up system or subsystem and their location; security system and procedures to be employed; procedures to check sufficiency of system’s capacity and expansion program, if necessary; and IT system maintenance schedule.

24. Business Continuity and Disaster Recovery Plan.

25. Risk Management Manual and Internal Control Procedures.

26. Insurance plan to cover any operational risks and other risks, to be specified by type, total amount and risk area.

27. The following undertakings executed by the President of the Exchange:

Undertaking to subject the information technology, trading, business continuity and disaster recovery plans, and risk management systems to regular review and audit by an independent firm at least once every three (3) years and such other frequency that the Commission may deem necessary. The results of such review and audit shall be submitted to the Commission within thirty (30) days from completion of the audit.

That in the event a member firm becomes insolvent or when the Exchange/SRO shall have found that the financial condition of its member form has so deteriorated that it cannot readily meet the demands of its customers for the delivery of securities and/or payment of sales proceeds, the Exchange/SRO shall, upon order of the SEC, take over the operation of the insolvent member firm and immediately proceed to settle such firm’s liabilities to its customers.

Statement of Readiness and Undertaking to link the proposed system with other capital market participants, within and outside of the Philippines.

28. Brief description as to any judicial or any other legal, including arbitration, proceedings, pending or terminated within the last five (5) years or affecting the applicant directly or to which any of its properties or assets, directors, or officers

1. Applicant requests for the necessary registration form from MSRD or download the form, SEC Form 39 from SEC website.

2. File with MSRD the application form and supporting documents for pre-processing by MSRD Specialist.

3. After pre-processing of application and supporting documents and upon notation by the processing Specialist that the application is approved for payment, applicant pays the assessed fee at the Cashier.

4. Upon payment of the assessed fee, applicant shall submit the registration form, supporting documents and proof of payment to MSRD for processing of the application.

5. Receive Certificate of Registration upon approval by the Commission.