Statute
The Securities Regulation Code and its Implementing Rules and Regulations
149 provisions · showing TITLE VIII › RULE 29 (2) · source
Rule 30
1 Monitoring of Affiliated Transactions by Broker Dealers 30.1.1. Every Broker Dealer shall require every stockholder, director, Associated Person, salesman and authorized clerk of the Broker Dealer (collectively referred to as "director") to complete and submit to the Broker Dealer an executed copy of SEC Form 30.1 under oath (Affiliated Transactions Monitoring Sheet) to ensure compliance with the conditions set forth in Section 30.1 of the Code. 30.1.2. Based on information set forth in the Affiliated Transactions Monitoring Sheet, every Broker Dealer shall provide the Commission with a list of securities that the Broker Dealer must report pursuant to Section 30.1 of the Code under SEC Form 30.1/30.1-AMD (Report by Broker Dealers on Restricted Transactions). The reports required under SRC Rules 30.1.1 and 30.1.2 of this Rule shall be submitted to the Commission not later than seven (7) calendar days after the occurrence of the relationship defined under Section 30.1 of the Code. 30.1.3. Every director shall ensure that his Affiliated Transactions Monitoring Sheet is accurate and complete at all times and shall update and submit to the Broker Dealer any amendment thereto within seven (7) calendar days of such amendment so as to reflect any change/s thereto. 30.1.4. Brokers Dealers that transact listed shares of corporations which would have been prohibited by Section 30.1 of the Code shall disclose the same within seven (7) calendar days after such transaction. The disclosure shall include the following information: 30.1.4.1. Name of the traded issue; 30.1.4.2. Date and time of the transaction; 30.1.4.3. Number of shares; 30.1.4.4. Traded price; 30.1.4.5. Side of the transaction (i.e., whether it is a buy or a sell); 30.1.4.6. Name of the customer that transacted the prohibited shares; and 30.1.4.7. Relationship of the Broker Dealer with the Issuer company (i.e., the reason why the reported issue falls under the restriction of Section 30.1 of the Code). CDHaET 30.1.5. The failure of any director to comply with this rule shall be deemed a violation of the Code.
Rule 30
2 Transactions and Responsibilities of Brokers and Dealers 30.2.1. Ethical Standards Rule 30.2.1.1. Every Broker Dealer, Associated Person and salesman of a Broker Dealer (hereinafter referred to as a "registered person"), in the conduct of his business, shall observe high standards of commercial honor and just and equitable principles of trade. 30.2.1.2. In considering whether a registered person is conducting his business in an ethical and fair manner, the Commission, in addition to requirements imposed under other SRC rules, will be guided by the following principles and requirements which incorporate International Organization of Securities Commission ("IOSCO") standards: 30.2.1.2.1. Honesty and fairness In conducting his business activities, a registered person shall act honestly, fairly and in the best interest of his client and for the integrity of the market. If a registered person advises or acts on behalf of a client, he shall ensure at all times that any representations or other communications made and information provided to the client is accurate and not misleading. 30.2.1.2.2. Diligence In conducting his business activities, a registered person shall act with due skill, care and diligence, in the best interest of his clients and for the integrity of the market. 30.2.1.2.2.1. A registered person shall take all reasonable steps to promptly execute client orders and in conformity with the instruction of the client. 30.2.1.2.2.2. A registered person when acting for or with a client shall always execute client orders on the best available terms in compliance with SRC Rule 30.2.13. 30.2.1.2.2.3. A registered person shall ensure that transactions executed on behalf of clients are promptly and fairly allocated to the accounts of the clients on whose behalf the transactions were executed. 30.2.1.2.2.4. When providing advice to a client, a registered person shall act diligently and ensure that his advice and recommendations in relation to clients are based on thorough analysis and takes into account available alternatives. 30.2.1.2.3. Capabilities A registered person shall have and employ effectively the resources and procedures which are needed for the proper performance of his business activities. 30.2.1.2.3.1. A registered person shall ensure at all times that any person he employs or appoints to conduct business for or with clients or other registered persons is qualified, including having relevant training or experience to act in the capacity so employed or appointed in compliance with SRC Rules 28.1, and 28.2. 30.2.1.2.3.2. A registered person shall ensure that at all times, pursuant to SRC Rule 30.2.6, he has: 30.2.1.2.3.2.1. Adequate resources to diligently supervise and does diligently supervise his employees and all persons appointed by him to conduct business for or with clients or any other registered persons; and 30.2.1.2.3.2.2. Satisfactory internal control procedures and financial and operational capabilities which can be reasonably expected to protect his operations, his clients and other registered persons from financial loss arising from the theft, fraud and other dishonest acts, or professional misconduct or omissions of all company officers, employees and authorized representatives. 30.2.1.2.4. Information about clients 30.2.1.2.4.1. A registered person should seek from his clients, information about their financial situation, investment experience and investment objectives regarding the services to be provided pursuant to SRC Rule 52.1.6 and other applicable laws. If a client refuses to disclose reasonable information about his financial situation, the registered person shall make the necessary estimate based on his initial evaluation of the information given by the client. 30.2.1.2.4.2. Information obtained from clients shall be treated with utmost confidentiality and shall not be disclosed to unauthorized persons; Provided that, such treatment of confidentiality shall not apply to the Commission, SROs, Exchanges, clearing agencies, depositories and their authorized representatives that exercise regulatory and supervisory responsibilities, or to any order issued by the Commission pursuant to SRC Rule 30.2.9. This confidentiality treatment and all the exceptions shall be stated in the Client Agreement. All requests for information by the Commission about trading activities shall be complied with strictly by the registered persons in a form and style prescribed by the Commission, notwithstanding any confidentiality agreement between and among the registered persons and their clients. The submission of the registered persons referred to above shall not be made in codes, cyphers or internal descriptions, or any other means that may hinder the Commission's ability to expeditiously conduct surveillance, examination or investigation pursuant to this Rule. 30.2.1.2.4.3. A registered person shall take all reasonable steps to establish the true and full identity of each of his clients, their financial situation, investment experience, and investment objectives. 30.2.1.2.4.4. Having regard to information disclosed by a client and other circumstances relating to the client which the registered person is or should be aware of through the exercise of due diligence, the registered person shall ensure that such recommendation or solicitation for that client is reasonable and suitable in all circumstances pursuant to Suitability Rule under SRC Rule 30.2.4. 30.2.1.2.4.5. A registered person providing services to any client, in relation to derivatives, including options and warrants, structured products, or any leveraged transaction, shall assure himself that the client understands the nature and risks of these instruments and has sufficient net worth and financial sophistication to be able to assume the risks and bear the potential losses of trading in such instruments. TaCEHA 30.2.1.2.4.6. A registered person should be reasonably satisfied about the identity, address and contact details of the person ultimately responsible for originating the instruction in relation to a transaction, the person who stands to gain the commercial or economic benefit of the transaction and/or bears the commercial or economic risk; Provided, however, that in relation to an investment company, or discretionary account, the person referred to above is the investment company or account, not those who hold a beneficial interest therein. 30.2.1.2.4.7. A registered person shall keep in the Philippines a record of the details referred to above and provide the Commission with access to those records upon request pursuant to Section 52 of the Code and SRC Rule 52.1.1. 30.2.1.2.4.8. A registered person shall not do anything to effect a transaction unless he has first complied with the requirements of this rule, as required by the Suitability Rule under SRC Rule 30.2.4. 30.2.1.2.5. Information for clients A registered person shall make adequate disclosure of material information in his dealings with his clients. 30.2.1.2.5.1. A registered person shall ensure that a written agreement which complies with SRC Rule 30.2.3 (Client Agreement) is entered into with a client before any services are provided to that client. 30.2.1.2.5.2. A registered person shall provide clients with adequate information about his firm, including his business address, any relevant conditions or restrictions under which the registered person conducts his business, and the identity or status of employees and others acting on his behalf with whom the client may have contact. Broker Dealers which changed their corporate names shall indicate their former corporate names in all their communications, letter heads and corporate documents for two (2) years from date of issuance of the Commission's approval of the change in corporate name. Any change in the address of the broker dealer shall also be announced not later than thirty (30) days through publication in a national newspaper of general circulation and posted in its website not later than thirty (30) days from such date of issuance. The Commission reserves the right to require the Broker Dealers to send notices to each client about the change of corporate name and address. 30.2.1.2.5.3. After a registered person has effected a transaction for a client, he shall endeavor to confirm promptly with the client, in writing, the essential features of the transaction pursuant to SRC Rule 30.2. 30.2.1.2.5.4. A registered person shall comply with SRC Rule 52.1.8, regarding customer account statements. 30.2.1.2.5.5. A registered person shall disclose the financial condition of his business to a client upon request by providing a copy of the most recent report required to be filed with the Commission under SRC Rule 52.1.5 (Audited Financial Statements) and Risk Based Capital Adequacy Report, (Net Capital) and disclose any material changes which adversely affect the registered person's financial condition after the date of such filing. 30.2.1.2.6. Conflicts of Interest A registered person should avoid conflicts of interest and when they cannot be avoided, should ensure that his clients are fairly treated and properly informed of such conflicts of interest. 30.2.1.2.6.1. Client priority — A registered person shall handle orders of clients fairly and in the order in which they are received in compliance with Customer First policy under SRC Rule 34.1. 30.2.1.2.6.1.1. Orders of clients, or transactions to be undertaken on behalf of clients, shall have in all cases priority over orders for the account of the registered person, and otherwise comply with SRC Rule 34.1.1 where the Broker is an Exchange Trading Participant; 30.2.1.2.6.1.2. A registered person shall, where he has aggregated an order for a client with an order for another client, or with an order for his own account, give priority to satisfying orders of clients, in any subsequent allocation, if all orders cannot be filled. Aggregated orders or bundled orders should have designated specific trading account codes to be used for such purpose only. 30.2.1.2.6.1.3. A registered person shall not deal in any securities for himself or for any account in which he has an interest based upon advance knowledge he possesses of pending transactions for or with clients or any other non-public information, the disclosure of which would be expected to affect the price of such securities and violate Section 27 of the Code (Prohibition on Insider Trading); 30.2.1.2.6.1.4. A registered person who withdraws in whole or in part from providing any investment or related service shall ensure that affected clients are promptly notified of such action and that any business which remains outstanding is promptly completed or transferred to another registered person in accordance with SRC Rule 29 and any instruction of the affected clients. 30.2.1.2.6.2. Conflicts of Interest — Where a registered person has a material interest in a transaction with or for a client, or a relationship which gives rise to an actual or potential conflict of interest in relation to such transaction, he shall neither advise, nor deal in relation to the transaction unless he has disclosed that material interest or conflict to the client and has taken all reasonable steps to ensure fair treatment of the client. 30.2.1.2.6.3. Client assets — A registered person shall, in the handling of client transactions and assets, act to ensure that client assets are accounted for properly and promptly and comply with SRC Rule 52.1.10. Where the registered person, or a third party on behalf of the registered person, is in possession or control of client positions or assets, the registered person shall ensure that client positions or assets are adequately safeguarded. 30.2.1.2.7. Compliance A registered person shall comply with all regulatory requirements applicable to the conduct of his business activities so as to promote the best interest of clients and the integrity of the market. 30.2.1.2.7.1. A registered person shall comply with the Code, these Rules and rules of any Exchange, clearing agency, or other SRO, of which he is a member or participant. 30.2.1.2.7.2. A registered person shall have a policy, which has been communicated to employees in writing, on whether employees are permitted to deal for their own accounts in securities. If employees are permitted to deal, the conditions on which they may do so, including those imposed under SRC Rule 34.1, shall be set out in writing and communicated to each employee. 30.2.1.2.7.3. A registered person shall ensure that complaints from clients relating to his business are adequately addressed in compliance with SRC Rule 30.2.6.2.7 and sufficient records of such complaints are made in compliance with SRC Rule 52.1.9. 30.2.1.2.7.4. A registered person shall at all times be responsible for the acts or omissions of his employees and agents in respect to the conduct of his business, pursuant to Section 51 of the Code. 30.2.1.2.7.5. All registered persons, as a condition of their registration, shall undertake in writing to uphold the Code, and the rules and regulations adopted in relation to it. 30.2.1.3. This rule applies to all registered persons, although the Commission recognizes that certain requirements of the Code and rules adopted in relation to it may not be within the control of an Associated Person. In considering the conduct of an Associated Person, the Commission will consider such person's level of responsibility within the Broker Dealer company, and the level of control or knowledge he may have, considering any failure by his company or persons under his supervision to follow the Code. 30.2.1.4. Where the Commission makes an inquiry under Section 53 of the Code, the Commission will refer to the requirements set forth in this Rule in considering whether any person is guilty of a violation of the Code and should remain registered. 30.2.2. Confirmation of Customer Orders 30.2.2.1. A Broker Dealer shall report to its customers all transactions entered into for the customer's account, and to this end, shall send the customer a written confirmation as promptly as possible. The written confirmation shall preferably be by electronic mail, facsimile or any other means as may be approved by the Commission. The Broker Dealer shall adopt written procedures to ensure that the written confirmations are received promptly by the customer. An employee or salesman of a Broker Dealer shall not be authorized to accept a confirmation for or on behalf of a customer. acHTIC 30.2.2.2. Notwithstanding the electronic format authorized in the immediately preceding SRC Rule, Broker Dealer shall provide his customer a confirmation of purchases and sales in paper format if requested by such customer. A Broker Dealer shall ensure that the electronic copies of the confirmation receipt or its equivalent are kept current and made available to the Commission, the Exchange, or SRO concerned, and upon the request of the Commission, the Exchange, or SRO concerned, prepare or print hard copies of such document and submit such without delay. The confirmation shall be sent to the customer at the electronic mail, business, home or such address indicated by the customer in the Customer Account Information Form ("CAIF"). Parties subscribing to facsimile transmission or electronic mail confirmation of customer orders are governed by the special procedure provided in the immediately succeeding paragraph. 30.2.2.3. Broker Dealers shall send to their clients their confirmations during office hours on the day of the transactions but not later than the next business day after the transaction. Clients are required to attest to the accuracy of the information communicated in the confirmation to the Broker Dealer, not later than the next business day after they received the confirmation. The Broker Dealer shall then keep a printout of such reply together with the file notifications and transaction data being confirmed. 30.2.2.4. The confirmation required by SRC Rule 30.2.2.1 above shall contain at least the following information: 30.2.2.4.1. A statement as to whether the Broker Dealer is broking for a customer or another Broker Dealer or is dealing for himself pursuant to Section 34.1 (a) to (d) of the Code and SRC Rule 34.1; 30.2.2.4.2. That the Broker Dealer is controlled by, or controls, or is under common control with the issuer of such security if such be the fact; 30.2.2.4.3. Whether the transaction was solicited or unsolicited by the Broker Dealer or whether the transaction was executed pursuant to the exercise of discretionary power; and 30.2.2.4.4. For facsimile transmission and electronic confirmations, the reminder that clients must confirm their orders, not later than the next business day after they received the confirmation. 30.2.2.5. The Commission, when it deems necessary, may require a Broker Dealer to submit a report of his commission or remuneration on a particular transaction. 30.2.2.6. All payments to customers must be through electronic fund transfer or checks issued in the name of the payee customer and/or the beneficial owner indicated in the CAIF. In no case shall checks be payable "To Cash" or similar designations. 30.2.3. Client Agreement 30.2.3.1. A Broker Dealer and its registered persons who deal directly with clients shall ensure that a written agreement (hereinafter referred to as "Client Agreement") is entered into with a client before any service is provided to that client. 30.2.3.2. The Client Agreement shall be in a language understood by the client. The registered persons who deal directly with clients shall explain to the client the contents of the agreement. 30.2.3.3. A Client Agreement shall contain, among others, the following information: 30.2.3.3.1. The full name and address of the client, as evidenced by a retained copy of the identity card, relevant sections of the passport, business registration certificate, corporation documents, or any other official document which uniquely identifies the client; 30.2.3.3.2. The full name and registered address of the Broker Dealer. 30.2.3.3.3. The Broker Dealer's registration status with the Commission; 30.2.3.3.4. Undertakings by the Broker Dealer and the client to notify the other in the event of any material change to the information provided in the agreement; 30.2.3.3.5. A description of the nature of services to be provided to or available to the client, such as securities cash account, securities margin account, discretionary account, portfolio management, investment advice, derivatives trading; 30.2.3.3.6. A description of any remuneration (and the basis for payment) that is to be paid by the client to the Broker Dealer, such as commission, brokerage, and any other fees and charges; 30.2.3.3.7. A statement indicating the circumstances under which the Broker Dealer will be acting as principal in relation to the client and that in all other circumstances the Broker Dealer will be acting as agent for the client; 30.2.3.3.8. If the Broker Dealer is acting as a Dealer in relation to securities and is an Exchange Trading Participant, a statement explaining the application of Section 34 of the Code, and if the client specifically authorizes the Dealer to pledge the client's securities or subject such securities to liens of third parties; 30.2.3.3.9. If margin or short selling facilities are to be provided to the client, details of margin requirements, interests charges, margin calls, and the circumstances under which a client's position may be closed without the client's consent; and ScaCEH 30.2.3.3.10. Risk disclosure statement as set forth in "Annex 30.2". 30.2.3.4. A registered person shall ensure that he complies with his obligations under this rule and the Client Agreement. 30.2.3.5. The Client Agreement shall state the nature of the account, whether directory or discretionary. 30.2.4. Suitability Rule 30.2.4.1. In recommending to a customer the purchase, sale or exchange of any security, a Broker Dealer or an associated person or salesman of a Broker Dealer, shall have reasonable grounds for believing that the recommendation is suitable for such customer upon the basis of the facts disclosed by such customer as to his other security holdings and as to his financial situation and needs. 30.2.4.2. Except as provided in SRC Rule 52.1.6, prior to the execution of a transaction recommended to a customer, a Broker Dealer shall execute a Customer Account Information Form ("CAIF") which complies with SRC Rule 52.1.6. 30.2.5. Commissions and Charges for Services Performed by a Broker Dealer 30.2.5.1. Charges by a Broker Dealer for services performed, including: 30.2.5.1.1. Miscellaneous services such as collection of monies due for principal, dividends or interest; 30.2.5.1.2. Exchange or transfer of securities; and 30.2.5.1.3. Appraisals, safekeeping or custody of securities, and other services, shall be reasonable. 30.2.5.2. All Broker Dealers shall file a schedule of their minimum commission rates with the Commission. No discounts and/or rebates shall be permitted from the minimum rates. Before the execution of any transaction, they shall inform their clients of any change in the commission rates charged. A Broker Dealer shall not effect transaction unless he has disclosed and explained to his customer the various fees, if any, involved in effecting such transaction and the customer has agreed to said fees. The fees to a transaction should be presented in the confirmation advice in an unbundled manner. Clients should signify in writing their assent to the various fees being charged by the broker or dealer. 30.2.6. Supervision 30.2.6.1. The management of every Broker Dealer shall establish and maintain an appropriate and effective compliance function within the firm which is independent of all operational and business functions. The compliance function shall be performed by an Associated Person who shall be registered with the Commission and required to report directly to the board of directors and the company President. The management shall ensure that the Associated Person/s performing the compliance function possesses sufficient training and experience in securities regulation matters and an understanding of the securities activities of the firm enabling them to effectively execute their duties. 30.2.6.2. Associated Persons shall be responsible, in addition to the duties enumerated under SRC Rule 28.1.4.3.2.7, for maintaining a system to supervise the activities of all persons employed by the Broker Dealer who are directly or indirectly related to the conduct of its securities business. The supervisory system shall be reasonably designed to achieve compliance with the Code and rules and regulations adopted thereunder, with the rules of any self regulatory organization which the Broker Dealer is a participant in, other applicable laws, including, but not limited to, the Anti-Money Laundering Act (RA 9160, as amended), and the Broker Dealer's own internal policies and procedures. A company's supervisory system shall include at least the following: 30.2.6.2.1. Establishment and maintenance of written supervisory procedures (WSP), including procedures for establishing and maintaining a "Chinese Wall" taking into consideration the applicable requirements under the AMLA and the Revised Code of Corporate Governance. 30.2.6.2.2. Designation of one or more Associated Persons with the authority and responsibility to carry out the supervision of each type of business in which it engages; 30.2.6.2.3. Titles, registration status and locations of the required Associated Person/s and the responsibilities of each Associated Person as these relate to the types of business engaged in; 30.2.6.2.4. Written documentation to prove that all Associated Persons are qualified by virtue of experience or training to carry out their assigned supervisory responsibilities; 30.2.6.2.5. Written documentation to prove that each person engaged in securities transactions, either collectively or individually, has participated no less than annually in an interview or meeting conducted by the Associated Person/s designated by the firm in which compliance matters relevant to the activities of these persons are discussed. There shall be prompt notification in writing to each such person of new or modified compliance obligations; 30.2.6.2.6. Establishment of an effective management and organizational structure which ensures that the operations of the business are conducted in a sound, efficient and effective manner; and 30.2.6.2.7. Establishment, maintenance and enforcement of policies and procedures to ensure the proper handling of complaints from clients and that appropriate remedial action is promptly taken. Where possible, complaints should be investigated by the Associated Person performing the compliance function who is not directly involved in the subject matter of the complaint. Where a complaint is not remedied promptly, the client shall be advised of any further steps which may be available to the client under the law. The WSP shall always be updated to address any adoption of new rules and requirements or any change in the existing rules and requirements and in the Broker Dealer's internal policies, and activities. A copy of the WSP shall be submitted to the Commission on or before the 30th day of January of the succeeding year, provided that any amendment to the WSP shall be promptly provided to the Commission. 30.2.6.3. Although final responsibility for proper supervision shall rest with the Broker Dealer company, diligence of a good father of the family is required from the Associated Person/s in the conduct of their compliance function. 30.2.6.4. Associated Person/s shall promptly report to management all occurrences of material non-compliance by the company or its staff with legal and regulatory requirements, as well as with the company's own policies and procedures. Management shall then promptly notify the Commission and any self-regulatory organization of which such Broker Dealer is a trading participant of such findings and action taken. For this purpose, the Associated Person must maintain a logbook of all material non-compliance reports with the appropriate notation of the action taken by management on the said occurrences. Such logbook must be duly registered with the Commission within fifteen (15) days from issuance of the Associated Person/s new/renewal license. 30.2.6.5. Notwithstanding the requirement in the immediately preceding SRC Rule, all Associated Persons must prepare, sign and file with the Commission within fifteen (15) calendar days after the end of each quarter, a Compliance Report which shall follow the format of SEC Form 30.2-BD (QCR) on the company's compliance and/or non-compliance with the provisions of the Code and these Rules including, but not limited to, the following matters: 30.2.6.5.1. Whether the company complies with the requirements of the Code and these Rules; 30.2.6.5.2. The significant findings of non-compliance; and 30.2.6.5.3. Information on the action taken by management to address the issue. The Report shall also include a summary of all events of material non-compliance by the company or its staff with legal and regulatory requirements and the actions taken by management on such violations. 30.2.7. Internal or Accredited Training Program 30.2.7.1. Every Broker Dealer shall establish, implement and maintain a reasonably comprehensive system of training towards — 30.2.7.1.1. Ensuring the continuing improvement in critical areas of its principal activities and operations; and 30.2.7.1.2. Enhancing the technical knowledge of its employees to enable them to understand the operational and internal control policies and procedures of that Broker Dealer and all applicable legal and regulatory requirements. 30.2.7.2. Such system of training shall be properly documented in a manual which shall: 30.2.7.2.1. Set out details of the training programs that the Broker Dealer proposes to implement; and 30.2.7.2.2. Be regularly updated in line with the development in the securities industry. 30.2.7.3. All Broker Dealers shall submit to the Commission and to the SRO (for Exchange Trading Participants), no later than January 30 of each year, a yearly schedule/timetable of the implementation of its training programs. At a minimum, such report should contain the following information: 30.2.7.3.1. The implementation of the previous year's internal training programs with details on seminar dates, number of participants, and other pertinent information; and 30.2.7.3.2. Current year's seminar topics (with description), projected dates, target market, and planned speakers. 30.2.7.4. The Broker Dealer may, at its option, substitute its internal training program by enrolling in training programs sponsored by associations or organizations duly accredited or recognized by the Commission, provided, however, that proper approval is obtained from the Commission on such substitution. It is the responsibility of Broker Dealers, through its Associated Person, to provide periodic training to its officers and employees whether externally or internally, the occurrence of which shall not be dependent solely on the expectation that an external seminar will be sponsored at a later time. TIEHDC 30.2.8. Block Sale 30.2.8.1. A Broker Dealer may engage in block sales on an Exchange, and an Exchange may execute block sales, provided that: 30.2.8.1.1. Such transaction complies with Exchange rules, which have been approved by the Commission; and 30.2.8.1.2. The Exchange notifies the Commission in writing, not later than one (1) business day after the date such transaction has been executed, of the price and volume thereof or in such form and manner that the Commission may prescribe. 30.2.8.2. A block sale shall mean a matched trade that does not go through the automated order matching system of an Exchange trading system but instead has been prearranged by and among the Broker Dealer's clients and is then entered as a done deal directly into the trading system. 30.2.8.3. Other transactions such as but not limited to options, warrants or those emanating from a tender offer, rights offering, and conversion of a security with convertibility features, shall be allowed to be consummated within the Exchange trading system using the block sale facility of an Exchange, and in accordance with the relevant rules of the Exchange as approved by the Commission. 30.2.9. Done Through Transactions 30.2.9.1. Done-Through Transactions ("DTT") shall refer to transactions of clients of a Trading Participant ("TP") or Non Trading Participant ("NTP") which are executed by another Trading Participant. 30.2.9.2. A requesting TP or NTP may request an executing TP to execute transactions for the account of the requesting TP's or NTP's clients subject to the requirements under these rules. 30.2.9.2.1. The executing TP shall maintain a designated trading account code exclusively for DTTs. The trading account code shall indicate that it is for Done Through Transactions only. 30.2.9.2.2. An executing TP shall designate a trading account code classified as Special Account Institutional and secure a corresponding account code, prior to executing DTTs. 30.2.9.2.3. The executing TP shall classify the Special Account Institutional as either local or foreign, depending on the nationality of the beneficial owner/s. All DTTs must be executed using this account. 30.2.9.2.4. Upon order or instruction, the requesting TP or Non TP shall inform the executing TP the nationality of client(s) for which the DTT will be executed. 30.2.9.2.5. Executing TP shall not aggregate DTTs with the Orders of its other clients. 30.2.9.2.6. Amendment of DTTs shall not be allowed. 30.2.9.2.7. The Requesting TP or NTP and the Executing TP shall submit, not later than 12:00 noon of T+1, a written report to the Exchange or its designated SRO, regarding the details of the DTTs. The report shall follow a format prescribed by the Exchange and/or the SRO and shall contain, at the minimum, the following information: (i) Trade Date; (ii) Confirmation Number; (iii) Trading Account Codes of clients for whose accounts the DTT was executed; (iv) Corresponding names of clients for whose accounts the DTT was executed; (v) If the DTT was for multiple clients, the corresponding shares of each client as well as the names of the clients corresponding to the account codes; and (vi) Foreign or Local. 30.2.10. Submission of Names of Stockholders, Members, Participants, Clients and Related Information Every Exchange, clearing agency, Broker Dealer, transfer agent, other self-regulatory organization, and every other person required to register under the Code (hereinafter referred to as "registered person") shall immediately report to the Commission and any person deputized and/or duly authorized by the Commission pursuant to Section 5 (h) of the Code, the names of their owners/stockholders, members, participants, and clients, and other related information in its or his possession, upon order of the Commission, or as required by the rules of a self-regulatory organization in which he is a member or participant, in pursuance of an investigation, examination, official inquiry or as part of a surveillance procedures, and/or in compliance with other pertinent laws. 30.2.11. Publication of Transactions and Quotations No Broker Dealer, or associated person or salesman of a Broker Dealer, shall publish or circulate, or cause to be published or circulated, any notice, circular, advertisement, newspaper article, investment service, or communication of any kind that purports to report any transaction as a purchase or sale of any security unless he believes that such transaction was a bona fide purchase or sale of such security. Neither shall he publish or circulate or cause to be published or circulated such notice, circular, advertisement, newspaper article, investment service, or communication of any kind that purports to quote the bid price or asked price for any security, unless he believes that such quotation represents a bona fide bid for, or offer of, such security. [SRC Rule 24.1(d).2] 30.2.12. Payment to Influence Market Prices No Broker Dealer shall, directly or indirectly, give, permit to be given, or offer to give, anything of value to any person for the purpose of influencing or rewarding the action of such person in connection with the publication or circulation in any newspaper, investment service, or similar publication, of any matter which has, or is intended to have, an effect upon the market price of any security, provided that this rule shall not be construed to apply to a matter which is clearly identifiable as paid advertising. [SRC Rule 24.1(d).3] 30.2.13. Best Execution Rule In any transaction for or with a customer, a Broker Dealer shall use reasonable diligence to ascertain the best market for the subject security and buy and sell in such market so that the result to the customer is as favorable as possible under prevailing market conditions. Among the factors that shall be considered in determining whether a Broker Dealer has used reasonable diligence are the price, promptness of execution of the order, size of the transaction, available markets, settlement cycle and attendant transaction costs. 31.1. The Commission shall periodically meet with organizations and associations of securities market participants and private educational and research institutions to discuss new regulatory developments and related compliance issues. 31.2. The Commission, in coordination with such organizations, associations and institutions, shall help facilitate the organization of, and participate in, workshops on regulatory requirements. 31.3. The Commission shall encourage all securities market participants to participate in the continued development of the securities market through such organizations, associations and institutions.