Pursuant to its authority under Section 10.1 (I)(vi) of the Securities Regulation Code, the Securities and Exchange Commission (the œCommission ), in its meeting on December 4, 2007, resolved to issue the following rules on the determination of a œqualified buyer. 

Section 1:   A œqualified individual buyer  shall be a natural person who, at the time of his or her registration with a Self Regulatory Organization, or such other entities that the Commission may authorize to make the registration, possesses the following qualifications:

a) Has a minimum annual gross income of Twenty Five Million Pesos (PhP25,000,000) for at least two years prior to registration; or a total portfolio investment in securities registered with the Commission of at least Ten Million Pesos (PhP10,000,000); or a personal net worth of not less than Thirty Million Pesos (PhP30,000,000);

AND

b) Has been engaged in securities trading, in his personal capacity or through a fund manager, for a period of one year; or held for at least two years a position of responsibility in any professional or business entity that requires knowledge or expertise in securities trading, such as, legal consultant; financial adviser; sales person or associated person of a broker-dealer; or finance, treasury or trust officer of a bank or other executive positions with related responsibilities.

Section 2:A juridical person shall be considered a œqualified institutional buyer  if it possesses any of the following qualifications at the time of its registration in the same manner described above:

a) Has a minimum, annual gross income of at least One Hundred Million Pesos (PhP100,000,000) for at least two years prior to registration;

b) A total portfolio investment in securities  registered with the Commission of at least Sixty Million Pesos (PhP60,000,000);

c) A net worth of not less than One Hundred Million (PhP100,000,000).

Section 3:All applications for registration as œqualified buyer  shall be accompanied by the following documents:

a) Signed Information Sheet (see Annex 1^* for Qualified Individual Buyers and Annex 2^* for Qualified Institutional Buyers);

b) Proof of the applicant ™s qualifications; and

c) Copies of income tax returns for the preceding two years, as filed and stamped œreceived  by the Bureau of Internal Revenue;

Section 4:The registration shall be valid for two years, provided, that any application for renewal should be accompanied by a favorable recommendation of the authorized registrar and shall be subject to the approval of the Commission.

Section 5: The registry book of the authorized registrants shall at all times be open for review or inspection by the Commission.

Section 6: No securities purchased by œqualified buyers  shall be assigned, transferred or sold to non-qualified investors.

Section 7: This Memorandum Circular shall take effect on January 15, 2008.

Adopted: 10 Dec. 2007

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^* Text Available at Office of the National Administrative Register, U.P. Law Complex, Diliman, Quezon City.