SEC Memorandum Circular No. 9 (2004)

(NAR) VOL. 15 NOS. 1-2 / APRIL - JUNE 2004

[ SEC MEMORANDUM CIRCULAR NO. 9, May 20, 2004 ]

CONSOLIDATED SCHEDULE OF FEES AND CHARGES

As approved by the Commission en Banc, hereunder is the list of all the fees and charges to be imposed and collected by the Securities and Exchange Commission. Company Registration and Monitoring Department Application Filing Fee 1/5 of 1% of the Partnership's capital 1. Articles of Partnership but not less than P1,000.00 1/5 of 1% of the increase in capital but 2. Increase of Capital of Partnership not less than P1,000.00 3. Amended Articles of Partnership P1,000.00 4. Deed of Assignment of Partnership P500.00 Interest 5. Articles of Dissolution of P500.00 Partnership 6. Affidavit of Withdrawal of Partner P500.00 7. Articles of Incorporation a. Stock corporation with par 1/5 of 1% of the authorized capital value stock or the subscription price of the subscribed capital stock whichever is higher but not less than P1,000.00 b. Stock corporation without par 1/5 of 1% of the authorized capital value stock computed at P100.00 per share or the subscription price of the subscribed capital stock whichever is higher but not less than P1,000.008. Articles of Incorporation of P500.00 Non-stock corporation 9. By-Laws of both stock and P500.00 non-stock corporation 10. Amended Articles of P500.00 Incorporation of both stock and non-stock corporation 11. Amended Articles of 1/5 of 1% of the authorized capital Incorporation where amendment stockbut not less than P2,000.00 consists of extending the term corporate existence 12. Amended Articles of P2,000.00 Incorporation Re: Conversion/Reclassification of shares 13. Amended by-laws of both P500.00 stock and non- stock corporation 14. Increase of Capital Stock a. Corporation with par 1/5% of 1% of the increase in capital value stock or the subscription price of the subscribed capital stock whichever is higher but not less than P1,000.00 b. Corporation without par 1/5 of 1% of the increase in capital value stock computed at P100.00 per share or the subs- cription price of the subscribed capital stock whichever is higher but not less than P1,000.00 15. Decrease of Capital Stock a. Return of Capital P3,000.00 b. All others P2,000.00 16. Certificate of 1/10 of 1% of the total indebtedness incurring, creating, increasing bonded but not less than P500.00 indebtedness 17. Merger or 1/5 of 1% of the equity of the absorbed consolidation of corporations corporation/s but not less than P3,000.00a. In Merger, in case Filing fee for increase in Capital Stock of simultaneous filing of application (refer to item 14 above) or the filing for increase of authorized capital fee for Merger (refer to item 17 above) stock by the surviving corporation whichever is higher b. In consolidation 1/5 of 1% of total equity of the where the total equity of constituent constituent corporations or the filing corporations is different from the fee for Articles of Incorporation (refer authorized capital of the consolidated to item 7 above) whichever is higher corporation 18. Valuation of 1/5 of 1% of the amount of shares of Consideration for Shares of Stock stock to be issued but not less than P2,000.00 19. Equity restructuring a. To wipe out existing P3,000.00 deficit b. To create additional 1/5 of 1% of the amount infused but paid-in capital not lessthan P1,000.00 20. Stock/Cash P500.00 Dividend of up to P50,000,000.00 declared by the corporationwhose securities are not listed.

21. Stock/Cash P1,000.00 Dividend of over P50,000,000,00 declared by the corporationwhose securities are not listed.

22. Property Dividend 1/5 of 1% of the amount declared but Declaration not lessthan P1,000.00 23. Application under P2,000.00 the Foreign Investment Act (aside from the filing fee for articles of Incorporation) 24. Application of Stock Foreign corporations:

a. branch office 1% of the actual inward remittance of the corporation converted into Philippine currencybut not less than P2,000.00 b. representative office 1/10 of 1% of the actual inward remittance ofthe corporation convertedinto Philippinecurrency but not less than P2,000.00 25. Application of P2,000.00 Non Stock foreign corporation 26. Application for P5,000.00 Area or Regional Headquarters 27. Application for 1% of the actual remittance but not less Regional Operating Head- quarters or than1% of peso equivalent of $200,000 petition for Conversion of an Area or at the time of remittance Regional Headquarters into a Regional Operating Headquarters 28. Petition for P2,000.00 Amendment of License of a foreign corporation 29. Cancellation of P2,000.00 license of a foreign corporation 30. Cancellation of P1,000.00 license of Regional Headquarters of multinational corporation 31. Cancellation of P2,000.00 license of Regional Operating Headquarters of multinational corporation 32. Appointment of a P1,000.00 Resident Agent or Substi- tute Resident Agent 33. Revocation of P1,000.00 Appointment of Resident Agent or Substitute Agent 34. Amended Articles P1,000.00 of Incorporation of a Foreign Corporation 35. Amended By- P1,000.00 Laws of a Foreign Corporation 36. Recording of Deed P300.00 of Assignment of Shares of stock 37. Petition to set P1,000.00 aside Order of Suspension/Revocation 38. Petition for P1,000.00 Correction in Articles of Incorporation, By-Laws or amendments thereto 39. Certification on P300.00 Corporate Information, recording of deed of assignment of stock 40. Certificate of P500.00 Company Status 41. Certification of Paid-up capital, Outstanding capital, Percentage of P400.00 Filipino stockholdings,etc.

42. Accreditation of appraisal P5,000.00 Companies 43. Registration fee for Stock and P150.00 Transfer Book 44. Registration fee for Membership P75.00 Book 45. Name Verification/Reservation P7P40.00 per allowed name5.00 Fee Corporation Finance Department Application Filing Fee 1. Registration Statement Not more than P500 Million worth of securities: (Registration of equity securities, commercial papers or debt securities, - 0.10% of the maximum aggregate proprietary or non-proprietary shares price of the securities to be offered or memberships, warrants and options) More than P500M but not more than P750 Million: - P500,000 plus 0.075% of the excess over P500 Million More than P750 Million but not more than P1 Billion: - P687,500 plus 0.05% of the excess over P750 MillionMore than P1 Billion: - P812,500 plus 0.025% of the excess over P1 Billion (in case of options or warrants which have no issue value: Minimum of P50,000.00 in addition to the fees which may be due on the underlying shares) 2. Voluntary Revocation of Securities P5,000.00 under SRC Rule 13 3. Amended Registration Statement P10,000.00 in accordance with SRC Rule 14 In case of an increase in offering price: 1/10 of 1% of the amount of difference between the highest aggregate amount per old range and the total amount based on new volume or price.

4. Confirmation for exemption under 1/10 of 1% of the aggregate value of

Section 10.1 of the Securities the securities to be sold or issued Regulation Code (SRC) 5. Request for exemption under 1/10 of 1% of the aggregate value of

Section 10.2 of the Securities the securities to be sold or issued Regulation Code 6. Request for exemptive relief under P5,000.00

Section 72.2 of the SRC Rule 19 7. Accreditation of External Auditor P2,000.00 (Original and Renewal) 8. Accreditation of an Auditing Firm P5,000.00 (Original and Renewal) 9. Accreditation of Credit Rating Original application: Agency P50,000.00 Annual fee: P10,000.00 1/10 of 1% of the amount of Paid-Up capital stock 11. Annual Fee (Head and Branch 1/8 of 1% of the required paid-up Office) capital stock12. Registration as Investment P5,000.00 Company 13. Other Filings a. Information Statement filed by the P5,000.00 registrant (SEC Form 20-IS) b. Information Statement filed by a P2,000.00 person other than the registrant under SRC Rule 20 c. Tender Offer Statement (SEC Form 19-1) and other appropriate filings under Section 21 of the SRC Not more than P500 Million worth of Securities: 0.10% of the maximum aggregate price of the securities to be tendered More than P500 Million but not more than P750 Million: P500,000 plus 0.075% of the excess over P750 Million More than 750 Million but not more than P1 Billion: P687,500 plus 0.05% of the excess over P750 Million More than P1 Billion: P812,500 plus 0.025% of the excess over P1 Billion d. Listing Fee P2,500.00 e. Annual Information Statement of P10,000.00 Exempt Commercial Paper Issuer (SEC Form 85-18-1) f. Certification Fee P300.00 Non-Traditional Securities and Instruments Department A. Registration/Licensing of Securities Application Filing Fee1. New and Additional 1/10 of 1% of the maximum aggregate price at which the securities are proposed to be offered 2. Petition for Price Increase P2,500.00 3. Petition for amendment of P2,500.00 Registration Statement/contracts/all applicants 4. Petition for release of balance P2,500.00 5. Petition for cancellation of P2,500.00 registration 6. Petition for suspension and/or P2,500.00 cancellation of permit to sell B. Dealer/Branch/Salesmen/General Agent 1. New 1.1 Dealer a. Head Office P10,000.00 b. Branch Office 1. Within Metro Manila P5,000.00 2. Outside Metro Manila P2,500.00 1.2 General Agent P5,000.00 1.3 Salesman a. Dealer P200.00 b. General Agent P200.00 2. Renewal 2.1 Dealer a. Head Office P5,000.00 b. Branch Office 1) Within Metro Manila P2,500.002) Outside Metro Manila P1,500.00 2.2 General Agent P2,500.00 2.3 Salesman P200.00 3. Closure of Branch Office P1,000.00 C. Others 1. Approval of Trust Agreement P2,500.00 2. Accreditation of Pre-Need Actuaries P1,000.00 3. Certifications P300.00 4. Accreditation of Pre-Need P2,000.00 External Auditors(Sec. 6.3 of SEC MC No. 13, series of 2003) D. Alternative Trading System (ATS) 1. Registration and licensing of the system or renewal 1.1 Alternative Trading System P50,000.00 1.2 Semestral Transaction Fe a. For first two (2) billion of the 1/300 of 1% aggregate amount of the sales of securities transacted on such ATS during the preceding semester b. For the next two (2) bilion 1/200 of 1% c. Onwards 1/100 of 1% 2. Application for exemption under ATS P5,000.003. Certification under ATS P300.00 Market Regulation Department A. Registration/Licensing Application Filing Fee 1. Nee 1.1 Broker-Dealer a. Head Office P50,000.00 b. Branch P10,000.00 1.2 Broker 1.3 Dealer a. Head Offic P25,000.00 1.4 Salesperson P2,000.00 1.5 Associated Person P3,000.00 1.6 Investment Company Adviser a. Head Office P10,000.00 1.7 Certified Investment Distributor/Sales- 2004-P945.00 person/Certified Investment Solicitor 2005-P1,420.00 2006-P2,125.001.8 Investment Houses/Underwriters of Securities/Government Securities Eligible Dealers a. Head Office P50,000.00 b. Branch P10,000.00 1.9 Investment Houses/Underwriters of Securities Dealing in Government Securities a. Head Office P50,000.00 b. Branch P10,000.00 1.10 Associated Person P 1,000.00 1.11 Transfer Agents P10,000.00 1.12 Stock Exchanges P50,000.00 a. Additional Fees th 1/100 of 1% of the aggregate amount of sales of securities transacted during the preceding calendar year 1.13 Clearing Agencies and Central Depositories a. Additional Fees P50,000.00 2. Renewal2.1 Broker-Dealer a. Head Office P20,000.00 b. Branch P5,000.00 2.2 Broker a. Head Office P10,000.00 2.3 Dealer a. Head Office P10,000.00 2.4 Salesperson P1,000.00 2.5 Associated Person P1,500.00 2.6 Investment Company Adviser a. Head Office P3,000.00 2.7 Certified Investment Distributor/ Salesperson/Certified 2004-P650.00 Investment Solicitor 2005-P815.002006-P1,015.00 2.8 Investment Houses/Underwriters of Securities/Government Securities Eligible Dealers a. Head Office P20,000.00 b. Branch P5,000.00 2.9 Investment Houses/Underwriters of Securities Dealing in Government Securities a. Head Office P30,000.00 b. Branch P5,000.00 2.10 Associated Person P500.00 2.11 Transfer Agents P3,000.00 B. Other 1. Additional Listing of PSE shares P10,000.00 1/10 of 1% of the number of shares to 2. Listing Fee for PSE Shares be listed x placement fee 3. Certification P300.00 Economic Research and Information Department A. Preparation of statistical reports, company listings and related information on SEC-registered entities Application Service Charge/Fee 1. Computer usage/processing time P2.00 per minute2. Special program fee for institutional/transaction individual P500.00 per researcher 3. Hard copy of documents with list containing various information such P5.00 per page as address, industry classification, equity structure, etc.

4. Soft copy of documents with list containing various information such as address, industry classification, equity structure, etc.

a. CD-RW media P100.00 per piece b. 1.44 MB floppy diskette P50.00 per piece B. SEC Publication 1. SEC Bulletin P150.00 per copy Human Resource and Administrative Department Application Service Charge/Fees 1. Public Reference Unit Service P20.00/transaction Charge 2. Reproduction of PLAIN MICROFILM AUTHENTICATED Documents COP COPY a. Articles of P100.0 P150.00 Incorporation b. By-Laws P100.0 P150.00 c. General Information P 25.0 P 50.00 Sheet d. Increase in Capital P 50.00 P100.00 Stock e. Resolution P15.00 P50.00 f. Secretary's P15.0 P50.00 Certificateg. Board Resolution P15.00 P50.00 h. Registration Data P25.00 P50.00 Sheet i. Deed of Assignment P15.00 P50.00 j. Borrowing fee for hard copy (PRU Reproduction Cost (xerox) plus paper copy not available in P50.00/document microfilm or CD) 3. Reproduction of documents not P5.00/page plus P20.00/corporation mentioned in item2 above 4. Authentication of documents not P5.00/page plus P20.00/documen mentioned in Item 2 above. In addition to the Registration Fee, there shall be a Legal Research Fee equivalent to one percent (1%) of the Filing Fee but not less than Ten pesos (P10.00). All other circulars, rules, orders and issuances, or parts thereof inconsistent with this Memorandum Circular are hereby repealed or modified accordingly. Adopted: 20 May 2004

(SGD.) LILIA R. BAUTISTA Chairperson