SEC Phase 2 Flashcards
IMPORTANT TIME PERIODS
- 1 minute
- First 5 days of the month
- 15 days after the end of calendar quarter
- not later than 30 days filing SEC Form 28-T
- November of each year
- 6 months
- 3 years
- 5 years
- 10 years
execution of negotiation on PDEX Trading System
1 minute
if not traded, considered dormant accounts and shall be required to surrender or turn over to the client’s cash or security position
3 years
the Associated Person
shall submit a sworn statement to PDEX containing the ff:
1) All traders have been executed on the PDEX Trading system
2) all traders arranged or negotiated outside the PDEX trading system have been executed on the PDEX trading system w/in one (1) minute from conclusion of negotiation
3) All trades that have failed have been duly settled.
FIRST 5 DAYS OF THE MONTH
wherein Associated Person must prepare, sign & file with
the Commission a Compliance Report, maintain a logbook
on the firm’s compliance or non-compliance with the
provisions of the Code
15 DAYS AFTER THE END OF CALENDAR QUARTER
period where a resignation or discontinuation of a
salesman or Associated Person shall be provided to the
Commission by the Broker/Dealer
NOT LATER THAN 30 DAYS FILING SEC Form 28 –T
the Commission can hold the client’s security position and after such time, shall be disposed of pursuant to escheat proceedings
10 years
period of telephone call in the file or record shall be made available for PDEX inspection
6 months
issuance of annual license
for every registered salesmen and associated person
NOVEMBER OF EACH YEAR
period of all records concerning orders shall kept and maintained, a separate file of all advertisements
and sales literature
5 YEARS
IMPORTANT AGES
⮚ 18 y/o → applicants for Salesmen
⮚ 21 y/o → applicants for Associated Person
if the order is mentioned by the customer, regardless of who initiated the phone call or other communication
UNSOLICITED
an organization that enforces fair, ethical & sufficient
practices in the Securities & commodities
SELF REGULATORY ORGANIZATION (SRO)
if order is mentioned or ordered first by Salesmen
SOLICITED
a special Negotiated Transaction with a face amount of 10.0m
NEGOTIATED DEALING BOARD
Broker Dealer effecting transaction on behalf of the client without the client’s specific authorization, but shall be specified on the Client Agreement obtaining such authorization
DISCRETIONARY ACCOUNT
An economic condition characterized by a continuing rise in the general level of prices of goods and services
→ affects the ________, when the prices of goods and services goes ____
→ It reduces the ___________________
Inflation
→ value of money; up
→ purchasing power of money
is the resulting interest rate an investor receives if he invests all coupon payments at a constant interest rate until the bond matures
YIELD TO MATURITY
a basic calculation of the annual
percentage receives from his investment
CURRENT YIELD
indicator of the general levels of prices by measuring changes in the prices of a fixed basket of selected goods and services
THE PHILIPPINE CONSUMER PRICE INDEX (PCPI)
a period of declining prices of goods and services; it increases the relative value of ↑ money
DEFLATION
the premier financial institution of the government who controls the
money supply in the Phil.
BANGKO SENTRAL NG PILIPINAS (BSP)
3 stars of BSP
3 stars: Price stability, stable banking system, safe
and reliable payment system
borrowing money from a broker to
purchase stock
MARGIN TRADING
a technology infrastructure that provides the Trading Participants with automated deal capture and price discovery to transact and conclude their trades
PHILIPPINE DEALING & EXCHANGE CORPORATION (PDEX)
a measure of the income an investor received if he holds a bond until maturity
YIELD
REPORTS OF CUSTODIAN – periodic reports of the custodian on __________ shall be at least _________ and shall reflect the _______________ of the security
account balances; QUARTERLY; mark-market valuation
designated by the investor to perform the safekeeping, holding of the title of the securities either to nominee or trustee capacity, reports, rendition, mark-to market valuation, dividends or interest earnings
SECURITIES CUSTODIAN
appointed by the issuer to maintain the security registry book either electronic or in printed form. Records the initial issuance of the securities & subsequent transfer of ownership & issues registry confirmation to the buyer/holders
SECURITIES REGISTRY
International Bonds that pay interest and are bought and sold in US Dollars
YANKEE BONDS
serves as the official registry of government securities, is not subject to BSP accreditation
REGISTRY OF SCRIPLESS SECURITIES (ROSS)
the amount by which the rate of return on a risky investment compensates the investor for taking on risk
RISK PREMIUM
the amount by which the rate of return on a risky investment exceeds the rate of return on a less risky investment
CREDIT SPREAD
issued by National Government
SOVEREIGN BONDS
issued by National Government
in their own currency
GOVERNMENT BONDS
institution that offers financial services
BANKS
An individual or institution which acts as an underwriter or agent for corporations and municipalities issuing securities
INVESTMENT BANK
an enterprise engaged in guaranteed underwriting of securities of another person or enterprise, including securities of government
INVESTMENT HOUSE
for their own account (act as seller)
DEALER
administration of assets in behalf of another
TRUST
are share, participation or interests in a corporation or in a commercial enterprise or profit-making venture and evidenced by a certificate contract, instrument, whether written or electronic in character
SECURITIES
cooperative FI owned and controlled by its members
CREDIT UNION
originator, maker, obligor, or creator of the secu
Issuer
for the account of others (act as agent)
BROKER
any person who engages on behalf of an issuer of securities, or itself as an issuer of securities (countersign, monitor issuance, register transfer, exchange/ convert and/or transfer record ownership by bookkeeping)
TRANSFER AGENT
provide liquidity (act as broker/dealer)
MARKET MAKER
organized marketplace that brings together buyers and sellers and executes trades
EXCHANGE
acts as intermediary in making deliveries upon payment to effect settlement in securities transactions
CLEARING AGENCY
acting alone or with others, takes initiative in founding and organizing the business or enterprise of the issuer and receives consideration
PROMOTER
is the document made by or on behalf of an issuer, underwriter or dealer to sell or offer securities for sale to the public through a registration statement filed with the Commission.
PROSPECTUS
guarantees on a firm commitment and/or declared best effort basis the distribution and sale of securities of any kind by another company.
UNDERWRITER
contract, transaction or scheme (collectively “contract”) whereby a person invests his money in a common enterprise and is led to expect profits primarily from the efforts of others.
INVESTMENT CONTRACTS
issuer, director/officer, relationship that gave him access to material nonpublic info, government employee of an exchange, clearing agency, SRO, communication from any foregoing insiders
INSIDER
not generally dicslosed to the public that would affect the market price; lapse of reasonable time to absorb info; considered important in determining decisions to buy/sell/hold a security.
MATERIAL NONPUBLIC
is the application for the registration of securities required to be filed with the Commission.
REGISTRATION STATEMENT
combination of different assets mixed and matched to serve the purpose of achieving an investor’s goals while maximizing return for each unit of risk
PORTFOLIO
SEC DEPARTMENTS
CORE FUNCTION:Capital Market Regulation
1. MARKET REGULATION DEPT
2. CORPORATION FINANCE DEPT
3. NON-TRADITIONAL SECURITIES & INVESTMENT DEPT
Company Registration and Enforcement Function
4. COMPANY REGISTRATION & MONITORING DEPARTMENT
5. THE COMPLIANCE & ENFORCEMENT DEPT
party that proposes a deal with the
party who posts a quote
CALLING PARTY
party that posts a quote for other
parties to consider
QUOTING PARTY
develops criteria for market participants & supervises them to ensure compliance with registration requirements
MARKET REGULATION DEPT.
registers securities before being sold and ensures compliance by issuers with the Code of Conduct
CORPORATION FINANCE DEPT
registers pre-need plans, commodity features, contracted proprietor or non-prop membership certification
NON-TRADITIONAL SECURITIES & INVESTMENT DEPT.
registers domestic corporations, partnerships and associations, including representative offices and foreign corporations intending to do business in the Philippines
COMPANY REGISTRATION & MONITORING DEPARTMENT
ensures compliance by all market participants
THE COMPLIANCE & ENFORCEMENT DEPT.
SEC SUPERVISED/REGULATED INSTITUTION (ECSSIAOS)
- Exchanges
- Clearing Agencies/Depositories
- Self Regulatory Organizations (SRO)
- Securities Companies/Intermediaries
- Investment Houses
- Alternative Trading Systems
- Over the Counter Markets
- Supporting Institutions
Exchanges
- PSE: market operator for stocks listed in the local exchange
- PDEX: market operator for FI securities in the local exchange
Securities Companies/Intermediaries
- Broker Dealer
- GSED
- GSB
- Underwriters
- MF Distributors
- ICA
Clearing Agencies/Depositories
- SCCP: for PSE
- PDTC: for PDEX
Self Regulatory Organizations (SRO)
- CMIC
- PSE
- PDEX
- SCCP
any organization, association,person or group of persons, or system that constitutes, operates, maintains, or provides an electronic market place or facility that brings together:
a. Primary Market Issuers
b. Secondary Market Buyers and sellers
Alternative Trading Systems
market created by the buying and selling of a security on a bilateral basis between parties that takes place outside of an Exchange or Alternative trading system
Over the Counter Markets
Supporting Institutions
- Transfer Agents
- Securities Custodian
- Trustee
- Registrar for QIB
2 SPECIAL OFFICES OF SEC:
- Office of The General Counsel
- Office of the General Accountant
→ Administered by SEC
→ appointed by the Presidennt of the PH (term: 7 years)
ADMINISTRATIVE AGENCY
Chaiperson vs. Commisssioners
check table
CAPITAL MARKET PROFESSIONALS
- Salesman
- Associated Person
a natural person hired to buy and sell securities on a salary commission basis endorsed by the commission by the broker dealer
SALESMAN
the person employed full time by the broker dealer whose responsibilities include internal control supervision of other employees, agents, salesmen, officers, directors of such broker dealer for compliance with the Code and rules and regulations
ASSOCIATED PERSON
any person or legal entity that has been qualified to trade on the
PDEx trading system
TRADING PARTICIPANTS:
TYPES OF TRADING PARTICIPANTS
- Dealing Participants
- Brokering Participants
- Qualified Investor Participants (Insti Accounts)
- Non-Qualified Investors
members of SRO, who are recognized by a broker or dealer, and bound by the pertinent agreement &/or the internal rules prescribed by the OTC market
QUALIFIED INVESTOR PARTICIPANTS (INSTITUTIONAL
ACCOUNTS)
- Min. annual gross income of P100MM for atleast 2 years prior to registration
- SEC registered portfolio of atleast P60MM or
- Net worth of atleast P100MM
Institutional QIB: (2 year validity)
QUALIFIED INVESTOR PARTICIPANTS (INSTITUTIONAL ACCOUNTS) - (IBIPIEC)
a) Investment House
b) Bank
c) Insurance Company
d) Pension Fund
e) Investment Company
f) Entity, Corporation, Partnership or Trust with total asset of at least P1.20B
g) Corporation
take note of each see screenshot
they may participate through the service of a broker,
investment house or bank
NON – QUALIFIED INVESTOR
Individual QIB: (2 year validity)
- Min. Annual Gross Income: P25MM (2 yrs prior to reg)
- SEC registered portfolio: P10MM or
- Personal Net worth: atleast P30MM
AND: - Engages in securities trading either in personal capacity or
through a fund manager for atleast 1 year - Held a position of responsibility in any professional or
business entitiy that requires expertise in securities trading
for atleast 2 years
PROHIBITED ACTS:
For Dealer vs. For Broker
For Dealer
A dealer shall not deal w/a non-qualified investor except through a broker
For Broker
A broker shall not accept a non-qualified investor as his customer unless the OTC market & the securities traded therein are suitable to the investor
rules covering Registration of salesman and associated persons
SRC RULE 28
QUALIFIED VS. UNQUALIFIED INVESTORS
A. Qualified can directly buy or sell security in an OTC market
B. Unqualified can only transact through an authorized broker or a registered/chartered collective investment scheme
C. Qualified and unqualified cannot deal with each other, it has to be through a broker
D. Dealer has to determine with reasonable effort that the other dealer is authorized to participate in an OTC
Protection of Customer Accounts Where Registration of a Broker Dealer is Suspended or Revoke
SRC RULE 29
should always prioritize their orders even though Member Broker, stockholder, officers, directors, associated person and salesmen’s order is pre-existing
SRC Rule 30.2.1.2.6.1 - Customer First Policy “CUSTOMER FIRST” POLICY ON CLIENT’S ORDER
FEES AND PENALTIES
see table
RC RULE 29 – Protection of Customer Accounts Where
Registration of a Broker Dealer is Suspended or Revoke
- When such Broker Dealer is a Member of an Exchange (Exchange Trading Participant), the Exchange shall _________________________________________________________________________________ any outstanding contracts relating to securities and notify the Exchange in writing of such transfer and the affected customers that said contracts have been transferred.
- Where such Broker Dealer is not a Member of an Exchange (Exchange trading Participant), the _______________________________________________________________, of such suspension or revocation and require that they transfer their account to another Broker dealer
- immediately arrange for another Member or Exchange Trading participant to take over
- Commission shall notify the affected customers
PHILIPPINE DEALING & EXCHANGE CORPORATION (PDEX) VIOLATIONS
see table