Untitled

• Non-bank financial institution (NBFI)

  A financial institution that does not have a full banking license and cannot accept deposits from the public, but facilitates alternative financial services
• Non-bank financial institutions provide services not necessarily suited to banks, serve as competition to banks, and specialize in sectors or groups
• Underwriting

  The act or process of guaranteeing the distribution and sale of securities of any kind issued by another corporation
• Securities

  Written evidences of ownership, interest, or participation, in an enterprise, or written evidences of indebtedness of a person or enterprise
• Powers of an Investment House

  • Arrange to distribute on a guaranteed basis securities
  • Participate in a syndicate undertaking to purchase and sell, distribute or arrange to distribute on a guaranteed basis securities
  • Arrange to distribute or participate in a syndicate undertaking to purchase and sell on a best-efforts basis securities
  • Participate as soliciting dealer or selling group member in tender offers, block sales, or exchange offering or securities
  • Deal in options, rights or warrants relating to securities
  • Promote, sponsor, or otherwise assist and implement ventures, projects and programs that contribute to the economy's development
  • Act as financial consultant, investment adviser, or broker
  • Act as portfolio manager, and/or financial agent
  • Encourage companies to go public, and initiate and/or promote the formation, merger, consolidation, reorganization, or recapitalization of productive enterprises
  • Undertake or contract for researches, studies and surveys
  • Acquire, own, hold, lease or obtain an interest in real and/or personal property
  • Design pension, profit-sharing and other employee benefits plans
• Minimum initial paid-in-capital of any Investment House

  Twenty million (P20,000,000) pesos
• Investment company

  Any issuer which is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading in securities
• Classifications of Investment Companies

  • Open-end company
  • Closed-end company
• Transactions by investment companies

  • Offer for sale, sell, or deliver after sale, within the Philippines, any security or any interest in a security
  • Purchase, redeem, retire, or otherwise acquire or attempt to acquire, within the Philippines, any security, or any interest in a security
  • Control any investment company which does any of the acts enumerated in paragraphs (1) and (2)
• Advisory board

  A board, whether elected or appointed, which is distinct from the board of directors or board of trustees, of an investment company, and which is composed solely of persons who do not serve such company in any other capacity, with advisory functions as to investments but no power to determine investments
• Affiliated person

  Any person directly or indirectly owning, controlling or holding with power to vote, ten per centum or more of the outstanding voting securities of such other person; any person ten per centum or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; any person directly or indirectly controlling, controlled by, or under common control with, such other person; any officer, director, partner, copartner, or employee of such other person; and if such other person is an investment company, any investment adviser thereof or any member of an advisory board thereof
• Bank

  A banking institution organized under the laws of the Philippines, or any other banking institution or trust company, doing business under the laws of the Philippines, a substantial portion of the business of which consists of receiving deposits or exercising fiduciary powers similar to those permitted to national banks
• Broker

  Any person engaged in the business of effecting transactions in securities for the account of others, but does not include a bank or any person solely by reason of the fact that such person is an underwriter for one or more investment companies
• Control

  The power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Any person who owns beneficially, either directly or through one or more controlled companies, more than thirty per centum of the voting securities of a company shall be presumed to control such company
• Dealer

  Any person regularly engaged in the business of buying and selling securities for his own account, through a broker or otherwise, but does not include a bank, insurance company, or investment company, or any person insofar as he is engaged in investing, reinvesting, or trading in securities, or in owning or holding securities, for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business
• Director

  Any director of a corporation or any person performing similar functions with respect to any organization
• Exchange

  Any organization, association, or group of persons which constitutes, maintains, or provides a market place or facilities for bringing together purchasers and sellers of securities or for otherwise performing with respect to securities the functions commonly performed by a stock exchange
• Government security

  Any security issued or guaranteed as to principal or interest by the Republic of the Philippines, or by a person controlled or supervised by and acting as an instrumentality of the Government of the Republic of the Philippines pursuant to authority granted by the Congress of the Philippines; or any certificate of deposit for any of the foregoing
• Insurance company

  A company which is organized as an insurance company, whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies, and which is subject to supervision by the Insurance Commissioner
• Investment adviser

  Any person (other than a bona fide officer, director, trustee, member of an advisory board, or employee of such company as such) who pursuant to contract with such company regularly furnishes advice to such company with respect to the desirability of investing in, purchasing or selling securities or other property, or is empowered to determine what securities or other property shall be purchased or sold by such company, and any other person who pursuant to contract with a person described in clause (1) regularly performs substantially all of the duties undertaken by such person described in said clause (1)
• Investment banker

  Any person engaged in the business of underwriting securities issued by other persons, but does not include an investment company, any person who acts as an underwriter in isolated transactions, but not as a part of a regular business, or any person solely by reason of the fact that such person is an underwriter for one or more investment companies
• Issuer

  Every person who issues or proposes to issue any security, or has outstanding any security which it has issued
• Lend

  Includes a purchase coupled with an agreement by the vendor to repurchase
• Majority-owned subsidiary

  A company fifty per centum or more of the outstanding voting securities of which are owned by such person, or by a company which, within the meaning of this paragraph, is a majority-owned subsidiary of such person
• Periodic payment plan certificate

  Any certificate, investment contract, or other security providing for a series of periodic payments by the holders, and representing an undivided interest in certain specified securities or in a unit or fund of securities purchased wholly or partly with the proceeds of such payments, and any security the issuer of which is also issuing securities of the character described in clause (1) and the holder of which has substantially the same rights and privileges as those which holders of securities of the character described in said clause (1) have upon completing the periodic payments for which such securities provide
• Person

  A natural person or a company
• Principal underwriter

  Any underwriter who as principal purchases from such company, or pursuant to contract has the right (whether absolute or conditional) from time to time purchase from such company, any such security for distribution, or who as agent for such company sells or has the right to sell any such security to a dealer or to the public or both, but does not include a dealer who purchases from such company through a principal underwriter acting as agent for such company
• Principal underwriter

  (of a closed-end company or any issuer which is not an investment company) any underwriter who, in connection with a primary distribution of securities, (1) is in privity of contract with the issuer or an affiliated person of the issuer; (2) acting alone or in concert with one or more other persons, initiates or directs the formation of an underwriting syndicate; or (3) is allowed a rate of gross commission, spread, or other profit greater than the rate allowed another underwriter participating in the distribution
• Promoter

  A person who, acting alone or in concert with other persons, is initiating or directing, or has within one year initiated or directed, the organization of a company
• Redeemable security

  Any security, other than short-term paper, under the terms of which the holder, upon its presentation to the issuer or to a person designated by the issuer, is entitled to receive approximately his proportionate share of the issuer's current net assets, or the cash equivalent thereof
• Reorganization

  • Reorganization under the supervision of a court of competent jurisdiction
  • Merger or consolidation
  • Sale of 75% or more in value of the assets of a company
  • Restatement of the capital of a company, or an exchange of securities issued by a company for any of its own outstanding securities
  • Voluntary dissolution or liquidation of a company
  • Recapitalization or other procedure or transaction which has for its purpose the alteration, modification, or elimination of any of the rights, preferences, or privileges of any class of securities issued by a company, as provided in its charter or other instrument creating or defining such rights, preferences, and privileges
  • Exchange of securities issued by another company or companies, preliminary to and for the purpose of effecting or consummating any of the foregoing
  • Exchange of securities by a company which is not an investment company for securities issued by a registered investment company
• Sale, sell, offer to sell, or offer for sale

  Includes every contract of sale or disposition of, attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value
• Sales load

  The difference between the price of a security to the public and that portion of the proceeds from its sale which is received and invested or held for investment by the issuer, less any portion of such difference deducted for trustee's or custodian's fees, insurance premiums, issue taxes, or administrative expenses or fees which are not properly chargeable to sales or promotional activities. In the case of a periodic payment plan certificate, "sales load" includes the sales load on any investment company securities in which the payments made on such certificate are invested, as well as the sales load on the certificate itself
• Security

  • Note
  • Stock
  • Treasury stock
  • Bond
  • Debenture
  • Evidence of indebtedness
  • Certificate of interest or participation in any profit-sharing agreement
  • Collateral-trust certificate
  • Preorganization certificate or subscription transferable share
  • Investment contract
  • Voting-trust certificate
  • Certificate of deposit for a security
  • Fractional undivided interest in oil, gas, or other mineral rights
  • Any interest or instrument commonly known as a "security" or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing
• Short-term paper

  Any note, draft, bill of exchange, or banker's acceptance payable on demand or having a maturity at the time of issuance of not exceeding nine months, exclusive of days of grace, or any renewal thereof payable on demand or having a maturity likewise limited; and such other classes of securities, of a commercial rather than an investment character, as the Commission may designate by rules and regulations
• Underwriter

  Any person who has purchased from an issuer with a view to, or sells for an issuer in connection with, the distribution of any security or participates or has a direct or indirect participation in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such undertaking; but such term shall not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributor's or seller's commission
• Insurance is a contract whereby one undertakes for a consideration to indemnify another against loss, damage, or liability arising from an unknown or contingent event
• What may be insured

  • Any contingent or unknown event, whether past or future, which may damnify a person having an insurable interest, or create a liability against him
• Insurer

  The person who undertakes to indemnify another by a contract of insurance
• Insured

  The person indemnified