Corrections to the 2015 SRC Rules

October 8, 2015 SEC NOTICE TO : All Concerned SUBJECT : Corrections to the 2015SRCRules Please take notice of the following corrections to the "2015 Implementing Rules and Regulations of the Securities Regulation Code" or "2015 SRC Rules": RULE CORRECTED VERSION (Corrections are underlined) Rule 4 4.4. The Commission shall have special offices, namely the Office of the Commission Secretary , Office of the General Counsel and the Office of the General Accountant. 4.4.1 . The Office of the Commission Secretary, headed by the Commission Secretary, prepares minutes and maintains official records of Commission meetings and Executive Sessions, decisions and resolution for the approval of the En Banc. It also develops the rules of practice that guide the Commission, Departments, Offices, staff and the public in the Commission's processes and procedures, and performs such other functions as may be directed by the Chair and the Commissioners . 4.4.2. The Office of the General Counsel x x x 4.4.3. The Office of the General Accountant x x x Rule 6 6.2. The Commissioners, including the Chairperson, officers and employees of the Commission (hereinafter collectively referred to as officers or officer), in the execution of their duties owe their undivided loyalty to the Commission. They shall observe the highest standards of honesty, integrity and good faith in the performance of their duties . Officers shall not pursue private activities in any manner which may conflict with their duties. They shall subordinate those activities which, although not in conflict with their duties, will require time and effort to the prejudice of their duties at the Commission. Every officer who has discretionary authority shall be free from any conflicting interest or influence of such nature and importance which would make it difficult for him to provide his best efforts and loyalty to the Commission . The interest of officers shall include the interest of his or her spouse, children under the age of eighteen (18) and trusts for the benefit of himself, his or her spouse or children . Officers shall provide the Commission with complete information with respect to any actual or conflicting interest by completing SEC Form 6 and submitting such form to the Commission Secretary no later than thirty (30) days from the effective date of this Rule. New officers shall fill up this form and submit the same to the Commission Secretary thirty (30) days prior to the first day of their employment. Even if not specifically required to be disclosed in SEC Form 6, officers shall report any other circumstances which, in their judgment, are regarded as being of possible concern to the Commission. It is to such officer's advantage, as well as the Commission's, that any unclear situation be reported in order that a policy judgment can be made. Questions of conflict will be referred to the Office of the General Counsel. If the Office of the General Counsel determines that such officer cannot properly retain his outside interest or relationship while employed by the Commission, the Office of the General Counsel (after advising those to whom the officer reports to of the circumstances) shall require action to eliminate the conflict, such as the disposition by the officer of his conflicting interest or relationship, or the narrowing of responsibilities of the officer. SEC Form 6 shall be kept current and accurate. Any change in the information contained therein shall be reported and filed with the Commission Secretary on SEC Form 6-A no later than ten (10) days from the date of such change . 6.2.1. Set forth below is a description of some types of activities which may give rise to a conflict of interest in violation of this Rule: 6.2.1.1. All officerships, directorships, trusteeships or partnership interests in any organization or association, whether registered with the Commission or not, except in charitable or civic organizations; 6.2.1.2. Meaningful interest in any security or investment in any corporation, partnership or association registered under the Code, except in sports club, social, charitable or civic organization; 6.2.1.3. The receipt of compensation, wages, bonuses, benefits or privileges with monetary value from any corporation, partnership, or association registered with the Commission or from any person or enterprise which, though not registered with the Commission, does business with the Commission as a supplier, contractor or the like; 6.2.1.4. During their term of office or employment with the Commission and for a period of one year after resignation, retirement or separation from such office or employment: 6.2.1.4.1. Accept employment as an officer, employee, consultant, counsel, broker, agent, trustee or nominee by any person or in any enterprise regulated by the Commission under the Code; 6.2.1.4.2. Engage in private practice of their profession where such practice conflicts or tends to conflict with their official function (e.g. when such practice is in connection with any matter before the office of the Commission where such officer works or used to work); 6.2.1.4.3. Recommend any person to any position in a private enterprise which has a regular or pending official transaction with the office where such officer works or used to work. 6.2.1.5. Solicitation or acceptance of any gift, loan, or other benefit from any corporation, partnership or association registered, applying or contemplating registration with the Commission, including any person or firm, though not so registered, applying or contemplating registration and/or having current or prospective dealings with the Commission as a supplier or contractor or the like, if the acceptance would influence or would create the appearance of influencing him to act other than solely in the best interest of the Commission. 6.2.1.5.1. Any gift having more than a nominal value, even if given on occasions of rejoicing or celebration such as birthdays, anniversaries or Christmas, shall not be permitted. 6.2.1.5.2. Each officer should not borrow money from subordinates and from those entities which he directly regulates, except from financial institutions at prevailing market rates. 6.2.1.5.3. No entertainment should be accepted by any officer of a kind or amount which would influence or would create the appearance of influencing him to act other than solely in the best interest of the Commission 6.3 The Commissioners, officers and employees of the Commission who willfully violate the Code or who are guilty of negligence x x x Rule 8.1 8.1.1.6. A written notification of completion or termination of the offering shall be filed by the Issuer with the Commission within three (3) business days from such completion or termination, and the notice shall state the number of securities sold. Rule 8.1 8.1.2.1 At least five (5) business days prior to the offering or sale of the securities, it shall disclose to the Commission the required information using SEC Form 12-1-SR . Rule 8.1 8.1.2.2.1. Upon filing of an RS, the total filing fee shall be computed based on Section 12.5 (a) of the SRC, payable per tranche of issuance and proportional to the issued value . Rule 8.1 8.1.3.2. Securities required to be registered pursuant to Sections 8 and 12 of the Code shall not be offered for sale or sold unless the prospectus, or any information material which has been filed with the registration statement in the form and containing the information described below, has been widely disseminated and sufficient copies have been made available to interested parties. Further, the prospectus contains the following statement in bold face print, at least 12 point type prominently displayed: A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BEEN DECLARED EFFECTIVE. NO OFFER TO BUY THE SECURITIES CAN BE ACCEPTED AND NO PART OF THE PURCHASE PRICE CAN BE RECEIVED UNTIL THE REGISTRATION STATEMENT HAS BECOME EFFECTIVE THEREBY, AND ANY SUCH OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND, AT ANY TIME PRIOR TO THE NOTICE OF ITS ACCEPTANCE. AN INDICATION OF INTEREST IN RESPONSE HERETO INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR BE CONSIDERED A SOLICITATION OF AN OFFER TO BUY. Rule 8.3 8.3.1. A notice, circular, advertisement, letter or other forms of communication do not constitute an offer for sale that violates Section 8 of the Code if it is published or transmitted to any person after a registration statement has been filed and contains the following information: 8.3.1.1. The name of the issuer of the security; 8.3.1.2. The full title of the security and the amount being offered; 8.3.1.3. A brief indication of the general type of business of the issuer; 8.3.1.4. The price of the security or, if the price is not known, the method of its determination or the probable price range as specified by the issuer or the managing underwriter; 8.3.1.5. In the case of a debt security with a fixed (non-continent) interest provision, the yield or, if the yield is not known, the probable yield range, as specified by the issuer or the managing underwriter; 8.3.1.6. The name and address of the sender of the communication and the fact that he is participating, or expects to participate, in the distribution of the security; 8.3.1.7. The names of the underwriters; 8.3.1.8. The approximate date upon which the proposed sale to the public is anticipated to commence; 8.3.1.9. Whether the security is being offered through rights issued to existing security holders, and, if so, the class of securities the holders of which will be entitled to subscribe, the subscription ratio, the actual or proposed record date, the date upon which the rights were issued or are expected to be issued, the actual or anticipated date upon which they will expire, and the approximate subscription price, or any of the foregoing; 8.3.1.10. With respect to any class of debt securities, any class of convertible debt securities or any class of preferred stock, the security rating or ratings assigned to the class of securities by any credit rating agency recognized or accredited by the Commission and the name of such rating agency/ies which assigned such rating/s; Rule 10.1 10.1.4. Issuance of evidence of indebtedness to primary institutional lenders Sections 8 and 12 shall not likewise apply to issuance of evidence of indebtedness to the following primary institutional lenders: banks, including their trust accounts wherein the bank-trustee is granted discretionary powers in the investment disposition of the trust funds, investment houses including their trust accounts wherein the investment house-trustee is granted discretionary powers in the investment disposition of the trust funds, trust companies, financing companies, investment companies, pre-need companies, nonstock savings and loan associations, building and loan associations, venture capital corporations, insurance companies, government financial institutions, pawnshops, pension and retirement funds approved by the BIR, educational assistance funds established by the national government, and other entities that may be classified as primary institutional lenders by the BSP, in consultation with the SEC; provided all such evidence of indebtedness shall only be negotiated or assigned to any of the aforementioned primary institutional lenders or the Development Bank of the Philippines with respect to private development banks in relation with their rediscounting privileges; provided further that in case of non-banks without underwriting licenses, such negotiation or assignment shall be through banks or non-banks licensed to be an underwriter or a securities dealer; provided finally, that in no case shall said instrument be negotiated or assigned to non-qualified investors; Rule 10.1 10.1.2.4.4.12. The Issuer's most recent financial statement for the two preceding fiscal years or such shorter period of existence Rule 10.1 10.1.3. Offer or Sale of Securities to Qualified Buyers under Section 101(L) of the Code. Sections 8 and 12 shall not likewise apply to securities issued and sold to the following qualified buyers: x x x Rule 10.1 10.1.8. Exempt from Registration, But Not From Other Requirements and Liabilities xxx Consistent with public interest and for the protection of investors, the Commission, may require an Issuer of a class of securities falling under exempt transactions , to make available to investors and file with the Commission periodic disclosures regarding the Issuer, its business operations, its financial condition, its governance principles and practices, its use of investor funds, and other appropriate matters, and may also provide for suspension and termination of such requirement with respect to such Issuer. Rule 10.1 10.1.10. Qualified Buyers Under Section 10.1 (L)(vi) of the Code Rule 10.2 10.2.4. Issuers, as well as the participating subsidiary, affiliate, branch office or any other entity-optionee, granted exemption under this Rule shall submit to the Commission, on or before the 10th of January of each year following the date of the grant until full issuance, a report containing the necessary details of the grant, such as but not limited to, the names of actual optionees and the number of shares subscribed by them, or such other reports and for such period as the Commission may from time to time require. xxx 10.2.7 x x x Rule 10.3 Rule 10.3 Application for Confirmation of Exemption 10.3.1. Any person applying or seeking for confirmation of an exemption under Section 10 of the Code shall file with the Commission a notice identifying the exemption relied upon on such form and at such time as the Commission by rule may prescribe and with such notice shall pay to the Commission a fee equivalent to one-tenth (1/10) of one percent (1%) of the maximum aggregate price or issued value of the securities. Rule 12.1 12.1.1. Underwriting Requirement for Registered Securities Issuers of Registered Securities shall enter into an underwriting agreement with a universal bank, investment house or any other financial institution duly licensed under the Investment Houses Law; Provided, that if the underwriter is part of a group composed of such institutions, the group shall agree on a syndicate manager that shall act on behalf of, and be responsible to, the group and whose actions shall be binding on the members of the group. No underwriting agreement shall be required for issuers of proprietary/non-proprietary securities and timeshares Rule 12.1 12.1.2. Requirements for Registration of Commercial Papers and Bonds Rule 20 20.3. Obligations of an Issuer Proposing Approval through a Stockholders' Meeting or by Written Assent Title VIII TITLE VIII - Regulation of Securities Market Professionals Rule 30.2 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. Rule 30.2 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) x x x Rule 38 38.2.5. Has not been employed in any executive capacity by the covered company, any of its related companies and/or by any of its substantial shareholders within the last two (2) years; 38.2.6. Is not retained, either personally or through his firm or any similar entity, as professional adviser, by that covered company, any of its related companies and/or any of its substantial shareholders, within the last two (2) years; or Rule 39.1.4 39.1.4.4. Responsibilities of a Registrar The duties and responsibilities of a registrar in relation to applicants for registration and registrants (persons who have been registered as qualified buyers) shall be as follows: Rule 39.1.4 39.1.4.4.3. Require the registrants to submit an undertaking that they shall refrain from representing themselves or dealing in securities as qualified buyers if, after their registration, there are circumstances that disqualify them from enjoying that status, such as diminution of their net worth below the prescribed minimum, or commission of acts that constitute misrepresentation, fraud or deceit under the SRC and its implementing rules and regulations. 39.1.4.4.4. Prepare a letter of undertaking for the registrant and cause its signature, which shall state, among others, that the registrant shall comply with the requirements for qualified buyer status, and that the registrant authorizes the Commission's representatives to inspect and examine the documents it submitted to the registrar. 39.1.4.4.5. Issue a certificate of registration in favor of the registrant who shall acknowledge receipt thereof. The certificate of registration shall be valid for three (3) years from the date of registration. Rule 39.1.4 39.1.4.5b.3 Supporting documents required by the registrar and submitted by the applicant to prove financial capacity and sophistication. Rule 39.1.4 39.1.4.8. Other Records A Registrar shall maintain and make available for inspection by the Commission's representatives the registrant's application forms, information sheets and proof of qualifications for a period of at least five (5) years. It shall retain the records that relate to an on-going investigation beyond this period until the Commission declares the case closed and terminated. Rule 39.1.4 39.1.4.9. Review of Registration The Commission reserves the authority to review the registration of qualified buyers to ensure that the requirements prescribed herein are complied with. Non-compliance with any of these requirements shall cause the revocation of the certificate of registration of the qualified buyer and shall constitute a ground for the imposition of sanctions against the Registrar and the registrant if warranted. Rule 52.1.5 52.1.5.3. The report shall contain . . . Computation for Determination of Reserve Requirements Under Annex 49.2-B, Rule 52.1.6 52.1.6.1.4. At least one (1) of the following: Social Security Number, Government Service and Insurance System Number, Passport Number, Driver's License Number, Senior Citizen ID Number, Voter's ID Number or any government issued identification card number; Rule 52.1.6 52.1.6.18. Broker Dealers shall designate a unique or dedicated trading account/client code for each account maintained with the firm. Direct market access clients must be assigned unique client codes that will readily identify them as such. The unbundling of bundled accounts whether there is a change in nationality flag or not should be made not later than 12:00 Noon on T+1 in the case of trades in the Philippine Stock Exchange or such other deadline as may be ordered by the Commission. Should a client of a particular trading participant is another broker (who may or may not be a TP of PSE), then for purposes of execution of the order of such broker client, to classify such order as a bundled account . Rule 72.1 Rule 72.1 General Rules and Regulations for Filing of SEC Forms with the Securities and Exchange Commission 72.1.1. Applicable Rules and Forms The form and content of filings with the Commission pursuant to the Code, and rules adopted thereunder, shall conform to the applicable rules and forms as in effect on the initial filing date thereof and to the provisions hereof. 72.1.2. Number of Copies; Binding; Signatures 72.1.2.1. Except as provided in a particular form, three (3) copies of the complete filing, including exhibits and all other papers and documents filed as part thereof, shall be filed with the Commission. Each copy shall be bound, in one or more parts, without stiff covers. The binding shall be on the left side in such a manner as to leave the reading matter legible. At least one (1) copy of the filing shall be manually signed by the persons specified in the appropriate rule and/or related form. Unsigned copies shall be conformed. All three (3) copies (original and two (2) conformed) are for Commission use only, including one (1) copy for the public reference room. 72.1.2.2. Each conformed copy shall be identical in content, page order, and pagination to the original filing including the main document, its table of contents, and any sections, exhibits, attachments, or other materials appurtenant thereto. 72.1.2.3. Duplicated or facsimile versions of manual signatures of persons required to sign any document filed or submitted to the Commission under the Code shall be considered manual signatures for purposes of the Code and rules and regulations thereunder, provided that, the original manually signed document is retained by the filer for a period of five (5) years and upon request the filer furnishes the Commission or the staff the original manually signed document. 72.1.3. Requirements as to Paper, Printing, Language and Pagination 72.1.3.1. All filings shall be filed using black ink on good quality, unglazed, white letter sized paper 81/2 x 11 inches in size, or on A-4 sized paper, insofar as practicable. To the extent that the reduction of larger documents would render them illegible, such documents may be filed on paper larger than 8-1/2 x 11 inches in size. All original and conformed pages shall be utilized on one side only, with the exception of a prospectus which may be two-sided. 72.1.3.2. All filings, and, insofar as practicable, all papers and documents filed as part thereof shall be printed, lithographed, mimeographed or typewritten. However, the statement or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying; shall be submitted on paper not less in quality, legibility, and durability to that produced by a standard copying machine in good working order; and shall not be submitted on carbon paper or on light-weight onion skin paper. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. 72.1.3.3. All filings shall be in the English language. If any exhibit or other paper or document filed as part of the registration statement is in a foreign language, it shall be accompanied by a summary, version or translation in the English language. All documents executed outside the Philippines must be authenticated by the Embassy, Consulate or Legation of the Philippines in the country where the document originated. 72.1.3.4. The manually signed original (or in the case of duplicate originals, one duplicate original) of all filings, and all conformed copies, including registration statements, applications, statements, reports or other documents shall be numbered sequentially (in addition to any internal numbering which otherwise may be present) by handwritten, typed, printed or other legible form of notation from the first page through the last page of that document and any exhibit or attachment thereto. Further, the total number of pages contained in a numbered original and in each numbered and conformed copy shall be set forth on the first page of the document. 72.1.3.5. The body of all printed statements and reports and all notes to financial statements and other tabular data included therein shall be in prominent type at least as large and as legible as 10-point type. However, to the extent necessary for convenient presentation, financial statements and other tabular data, including tabular data in notes, may be in at least as large and as legible as 8-point type. All such type shall be leaded at least 2 points. 72.1.3.6. All original and conformed copies shall be submitted under cover of a standard cover page which shall identify the specific filing form type or form amendment or response to a show cause letter, the period ended date for any report or general information sheet or financial statement or other period based filing, the complete company name and principal business address and main telephone number, the fiscal year end date of the company, the SEC identification number, the SEC File Number if the filing is an amended, revised, supplementary or post-effective prospectus or an amendment to any type of registration or transaction filing, each type of Commission registration currently effective for the filing entity and such other information as may be required by the Commission from time to time on cover pages for all SEC filings or for any specific type of filing. From time to time the Commission will publish a list showing the SEC filing form types currently in effect so that applicants and registrants can comply with the requirement to indicate the specific form type on the standard cover page. 72.1.4. Information Unknown or Not Reasonably Available Other than financial statements, information required need be given only insofar as it is known or reasonably available to the registrant. If any required information is unknown and not reasonably available to the registrant, either because obtaining such would involve unreasonable effort or expense, or because it rests peculiarly within the knowledge of another person not affiliated with the registrant, the information may be omitted, subject to the following conditions: 72.1.4.1. The registrant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof; or 72.1.4.2. The registrant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to such person for the information. 72.1.5. Supplemental Information The Commission or its staff may, where it is deemed appropriate, request supplemental information concerning the filing or any of the content thereof. 72.1.6. Place of Filing All filings subject to the provisions of this Rule shall be filed with the Commission by personal delivery, or such other mode as the Commission may prescribe to facilitate submissions. 72.1.7. Preparation of Filings Generally 72.1.7.1. All filings shall contain the numbers and captions of all items of the appropriate form, but the text of the items may be omitted provided the answers thereto are so prepared as to indicate to the reader the coverage of the items without the necessity of his referring to the text of the items or instructions thereto. However, where any item requires information to be given in tabular form, it shall be given in substantially the tabular form specified in the item. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made. 72.1.7.2. The registrant may file such exhibits as it may desire in addition to those required by the appropriate form. Such exhibits shall be so marked as to indicate clearly the subject matters to which they refer. 72.1.7.3. In any case where two or more indentures, contracts, franchises, or other documents required to be filed as exhibits are substantially identical in all material respects except as to the parties thereto, the dates of execution, or other details, the registrant need file a copy of only one of such documents, with a schedule identifying the other documents omitted and setting forth the material details in which such documents differ from the document of which a copy is filed. The Commission may at any time in its discretion require the filing of copies of any document so omitted. 72.1.8. Preparation of Registration Statement and Prospectus 72.1.8.1. In addition to the provisions of rules 72.1.1 through 72.1.7. hereof, the following provisions shall apply to the preparation and filing of registration statements: 72.1.8.1.1. A registration statement shall consist of the facing sheet of the applicable form cross reference sheet; a prospectus containing the information called for by Part I of such form; the information, list of exhibits, undertakings and signatures required to be set forth in Part II of such form; financial statements and schedules; exhibits; any other information or documents filed as part of the registration statement; and all documents or information incorporated by reference in the foregoing (whether or not required to be filed). 72.1.8.1.2. All general instructions, instructions to items of the form, and instructions as to financial statements, exhibits, or prospectuses are to be omitted from the registration statement in all cases. 72.1.8.1.3. The prospectus shall contain the information called for by all of items of Part I of the applicable form. A copy of the prospectus may be filed as a part of the registration statement in lieu of furnishing the information in item-and-answer form. Wherever a copy of the prospectus is filed in lieu of information in item-and-answer form, the text of the items of the form is to be omitted from the registration statement, as well as from the prospectus, except to the extent provided in the next paragraph. 72.1.8.1.4. Where any item of a form calls for information not required to be included in the prospectus, generally Part II of such form, the text of such items, including the numbers and captions thereof, together with the answers thereto shall be filed with the prospectus under cover of the facing sheet of the form as a part of the registration statement. However, the text of such items may be omitted provided the answers are so prepared as to indicate the coverage of the item without the necessity of reference to the text of the item. If any such item is inapplicable, or the answer thereto is in the negative, a statement to that effect shall be made. Any financial statements not required to be included in the prospectus shall also be filed as a part of the registration statement proper, unless incorporated by reference pursuant to SRC Rule 12.2. 72.1.8.2. Securities to be issued as a result of stock splits, stock dividends and anti-dilution provisions and interests to be issued pursuant to certain employee benefit plans. 72.1.8.2.1. If a registration statement purports to register securities to be offered pursuant to terms which provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions, such registration statement shall, unless otherwise expressly provided, be deemed to cover the additional securities to be offered or issued in connection with any such provision. 72.1.8.2.2. If prior to completion of the distribution of the securities covered by a registration statement, additional securities of the same class are issued or issuable as a result of a stock split or stock dividend, the registration statement shall, unless otherwise expressly provided therein, be deemed to cover such additional securities resulting from the split of, or the stock dividend on, the registered securities. If prior to completion of the distribution of the securities covered by a registration statement, all the securities of a class which includes the registered securities are combined by a reverse split into a lesser amount of securities of the same class, the amount of undistributed securities of such class deemed to be covered by the registration statement shall be proportionately reduced. If paragraph 6 (8) (i) of this rule is not applicable, the registration statement shall be amended prior to the offering of such additional or lesser amount of securities to reflect the change in the amount of securities registered. 72.1.8.2.3. Where a registration statement relates to securities to be offered pursuant to an employee benefit plan, including interests in such plan that constitute separate securities required to be registered under the Code, such registration statement shall be deemed to register an indeterminate amount of such plan interests. 72.1.9. Additional Information In addition to the information expressly required to be included in a registration statement or report, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made not misleading. 72.1.10. Amendments All amendments shall be filed under cover of the form amended, marked with the letter "A" to designate the document as an amendment, e.g., "17-A/A-1", "17-A/A-2" and in compliance with pertinent requirements applicable to statements and reports. Amendments filed pursuant to this paragraph shall set forth the complete text of each item as amended. Amendments shall be numbered sequentially and be filed separately for each statement or report amended. Amendments to a registration statement may be filed either before or after registration becomes effective pursuant to SRC Rule 14. 72.1.11. Disclaimer of Control If the existence of control of the registrant is open to reasonable doubt in any instance, the registrant may disclaim the existence of such. In such case, however, the registrant shall state the material facts pertinent thereto. 72.1.12. Incorporation by Reference Except as otherwise provided in SRC Rule 12.2 paragraph (2), information may be incorporated by reference in answer, or partial answer, to any item required in a filing governed by the provisions of this Rule. 72.1.13. Incomplete Reports All reports shall comply with the full disclosure requirements of the Rules. Any report which shall be found to be materially incomplete shall be considered or deemed not filed.