Ms. Joycelyn K. Tanada and Ma. Alegria R. Legaspi

November 14, 1991 Ms. Joycelyn K. Tanada and Ma. Alegria R. Legaspi All Asia Capital Sycip Law-All Asia Capital Center 105 Paseo de Roxas, Makati Metro Manila Mesdames : This refers to your letter of November 8, 1991 requesting confirmation that All Asia Capital Trust Corporation, a financing company, can act as dealer in government securities, specifically government debt instruments . The term "dealer" is defined under the Revised Securities Act as "any person engaged in the business of buying and selling securities for his own account, through a broker or otherwise, but does not include any person insofar as he buys or sells securities for his own account, either individually or in some fiduciary capacity, but not as a part of a regular business" (Section 2 (f)). " Securities ", as defined in the same Law, include " evidences of indebtedness " (Sec. 2(a)). A perusal of Republic Act No. 5980, reveals that a financing company is authorized to buy and sell or act as dealer of evidences of indebtedness. The Law provides, thus: "(a) " Financing Companies ", hereinafter called companies, are corporations, or partnerships, except those regulated by the Central Bank of the Philippines, the Insurance Commissioner and Cooperatives Administration Office, which are primarily organized for the purpose of extending credit facilities to consumers and to industrial, commercial or agricultural enterprises, either by discounting or factoring commercial papers or accounts receivable, or by buying and selling contracts, leases, chattel mortgages, or other evidences of indebtedness , or by leasing of motor vehicles, heavy equipment and industrial machinery, or business and office machines and equipment, appliances and other movable property;" (Emphasis supplied) It appears therefore that a "financing company" is authorized to act as dealer of evidences of indebtedness . Accordingly, since All Asia Capital and Trust Corporation is primarily authorized to engage in financing business, it can engage in dealership of evidences of indebtedness such as government debt instruments, even in the absence of an express provision in its primary purpose, said activity being inherent in financing business. Moreover, under its secondary purposes, subject corporation is authorized to engage in the business of an "investment house". Hence, it can underwrite securities including government debt securities. In the light of the foregoing, we hereby confirm your position that All Asia Capital and Trust Corporation can act as dealer of government debt securities , such as treasury bills and treasury notes. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman