MC No. 03 s.2017 - Consolidated Schedule of Fees and Charges

Securities and Exchange Commission PHILIPPINES M E M O R A N D U M CIRCULAR NO. _f_ Series of 2017 TO ALL CONCERNED SUBJECT CONSOLIDATED SCHEDULE OF FEES AND CHARGES As approved by the Department of Finance (DOF), hereunder is the list of all the fees and charges to be imposed and collected by the Securities and Exchange Commission. REGISTRATION AND FILING FEES PARTICULARS RATES Articles of Partnership 1/5 of 1% of the Partnership's Capital but not less than P 2,000 Increase in Capital Partnership 1/5 of 1% of the Partnership's Capital but not less than P 2,000 Amended Articles of Partnership P 2,000 Deed of Assignment of Partner's Interest P 2,000 Articles of Dissolution of Partnership P 1,000 Affidavit of Withdrawal of Partner P 1,000 Articles of Incorporation 1/5 of 1% of the authorized capital stock but not less than A. Stock corporation P 2,000 or the subscription price of the subscribed capital with par value stock whichever is higher B. Stock corporation 1/5 o f l % of the authorized capital stock computed at P100 without par value per share but not less than P 2,000 or the issue value of the subscribed capital stock whichever is higher Articles of Incorporation of P 1,000 Non-Stock Corporation By-Laws of Both Stock and Non-stock P 1,000 Corporations Amended Articles of Incorporation A. Stock Corporations P 1,000 P 1,000 B. Non-Stock Corporations E f f e c t i v i t y : Harch 26, 2017 Published: The Philippine Star, Mftrch 11, 2017 Manila Times, March 11, 2017 11221

PARTICULARS RATES Amended Articles of Incorporation 1/5 of 1% of the authorized capital stock where amendment consist of extending the term of corporate existence hut not less than P 2.000 � Stock corporation with par value 1 /5 of 1% of the authorized capital stock but not less than P 2,000 or the subscription price of the subscribed capital � Stock corporation without par stock whichever is higher value 1/5 of 1% the authorized capital stock computed at P 100 per � Non-Stock Corporations share but not less than P 2,000 or the issue value of the subscribed capital stock whichever is higher Amended Articles of Incorporation re: P 2,000 conversion/reclassification of P 2,000 shares/change in par value P 1,000 Amended By-Laws of both Stock and 1/5 of 1% of the increase in capital stock but not less than P 3,000 or the subscription price of the subscribed capital Non-Stock Corporation stock whichever is higher Increase of Capital Stock A. Corporation with par value 1/5 of 1% of the increase in capital stock computed at P 100 per share but not less than P 3,000 or the issue value of the B. Corporation without par value subscribed capital stock whichever Decrease of Capital Stock A. Return of Capital P 5,000 B. All Others P 3,000 Merger or consolidation of corporation 1 /5 of 1% of the equity of the absorbed corporation/s but not less than P 3,000 A. Merger Filing fee for increase in capital stock or the filing fee for In case with simultaneous filing Merger whichever is higher but not less than P 3,000 of application for increase of authorized capital stock the surviving corporation B. In consolidation where the total 1/5 of 1% of total equity of the constituent corporations or the filing fee for Articles of Incorporation whichever is higher but equity of constituent corporations not less than P 3,000 is different from authorized capital of the consolidated corporation Valuation of Consideration for shares of 1/5 of 1% of the value of shares of stock to be issued stock but not less than P 3,000 Equity Restructuring P 5,000 1/5 of 1% of the amount infused but not less than P 5,000 A. To wipe out existing deficit Page 2 B. To create additional paid in capital C. Quasi Reorganization

PARTICULARS RATES Stock/Cash dividend of up to P500 P 50,000,000 declared by the corporation whose securities are not P 1,000 listed 1/5 of 1% of the amount declared but not less than P 5,000 Stock/Cash dividend of over P 50,000,000 declared by the P 1,000 corporation whose securities are not P500 listed Property Dividend Declaration Dissolution via shortening of corporate term A. Stock Corporations B. Non-Stock Corporations FOREIGN CORPORATIONS AND MULTINATIONALS Application under the Foreign P 3,000 Investments Act (aside from the filing fee for the articles of incorporation) Application of Stock Foreign 1% of the actual inward remittance of the corporation Corporations converted into Philippine currency but not less than P 3,000 A. Branch Office 1/10 of 1% of the actual inward remittance of the corporation B. Representative Office converted into Philippine currency but not less than P 2,000 Application of Non-Stock Foreign P 3,000 Corporations P 3,000 A. Branch Office B. Representative Office 1% of the actual inward remittance of the corporation converted into Philippine currency but not less than P 5,000 Application of Foreign Corporations for 1/10 of 1% of the actual inward remittance of the corporation Conversion converted into Philippine currency but not less than P 3,000 A. Representative Office to Branch Office B. Branch Office to Representative Office Application of Multinational Corporations for Regional Operating 1% of the actual remittance but not less than 1% of peso equivalent of $200,000 at the time of remittance Headquarters or conversion of a Regional or Area Headquarters into Regional Operating Headquarters Page 3

PARTICULARS � RATES " Application of Multinational P 5,000 Corporations for Regional or Area Headquarters Petition for Amendment of license of P 3,000 Foreign Corporations and Multinational Corporations Petition for Withdrawal of License of P 3,000 Foreign Corporations and Multinational Corporations Petition for Appointment/ P 3,000 Substitution of a Resident Agent P 3,000 P 2,000 Petition for Revocation of Appointment P 500/trustor of Resident Agent Amended Articles of Incorporation & By-Laws of a Foreign Corporation Voting Trust Agreement Petition to Set Aside Order of P 3,000 Suspension/Revocation Petition for Correction in Articles of P 3,000 Incorporation, By-Laws or amendments thereto FINANCING/LENDING COMPANIES Application for Certificate of Authority to 1/10 of 1% of the paid-up capital Operate as a Financing/Lending Company (Head Office) Application for Certificate of Authority to 1/10 of 1% of the assigned capital of the branch, agency, Operate as a Financing/Lending extension office, unit or satellite office Company (Branch Office) Amendment of Certificate of Authority of a Financing/Lending Company A. Head Office P500 P500 B. Branch Office Annual Fee for Financing/Lending Companies A. Head Office 1/8 of 1% of the required paid-up capital 1/8 of 1% of the required paid-up capital B. Branch Office Page 4

1 RATES CAPITAL MARKET PARTICIPANTS (MUTUAL FUND DISTRIBUTORS/CERTIFIED INVESTMENT SOLICITORS/BROKERS/DEALERS/INVESTMENT HOUSES/UNDERWRITER OF SECURITIES/INVESTMENT COMPANY ADVISERS/GOVERNMENT SECURITIES ELIGIBLE DEALERS/TRANSFER AGENTS) Broker-Dealer (Head Office) NEW ANNUAL FEES Broker/Dealer (Head Office) P 75,000 1/2,000 of 1% of total value turnover covering the period P 40,000 from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P 30,000 nor more than P 100,000 1/2,000 of 1% of total value turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P 30,000 nor more than P 100,000 Investment House/Underwriter P 75,000 1/2,000 of 1% of total underwriting commitments Investment House/Underwriter with P 75,000 covering the period from Oct. 1 Government Securities Eligible Dealers P 75,000 of the previous year to Sept. 30 (GSED) P 15,000 of the current year but in no case shall be less than P 30,000 Government Securities Eligible Dealers (GSED) nor more than P 100,000 Investment Company Adviser Total annual fees as IH + total annual fees as GSED 1/2,000 of 1% of total value turnover covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P 30,000 nor more than P 100,000 1/2,000 of 1% of the average end-of-month value of assets managed covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P 30,000 nor more than P 100,000 Page 5

PARTICULARS NEW RATES Transfer Agents P 10,000 Mutual Fund Distributor P 5,000 ANNUAL FEES P 10,000 + P 500 per Issue Branch Office of Capital Market P 10,000 handled [total not exceeding Institutions P 10,000] 1/2,000 of 1% of total value of securities/shares distributed covering the period from Oct. 1 of the previous year to Sept. 30 of the current year but in no case shall be less than P 30,000 nor more than P 100,000 P 15,000 Amendment of Certificate of P500 Registration of Capital Market P300 Participants A. Head Office P 3,000 B. Branch Office (Last Quarter Registration Associated Person/Compliance Officer Fee: 1/4 New Registration P 1,500 Fee + Renewal Fee) Certified Investment Solicitor P 2,500 P 1,200 P 1,000 Salesman/Fixed Income Market (Last Quarter Registration Salesman Fee: 1/4 New Registration Fee + Renewal Fee) P 2,000 (Last Quarter Registration Fee: 1/4 New Registration Fee + Renewal Fee) EXCHANGES/SELF-REGULATORY ORGANIZATIONS/CLEARING HOUSES AND CENTRAL DEPOSITORIES Exchanges P 50,000 See table on next page. A. Philippine Stock Exchange (PSE) Per semester, 1/100 of 1% of the aggregate amount of the sales Additional Fees of Exchanges of securities transacted on such Exchange during the preceding calendar year or any part thereof Page 6

B. Philippine Dealing and Exchanges Per semester, 1/1,000 of 1% of the aggregate amount of the (PDEx) Additional Fees of Exchanges sales of securities transacted on such Exchange during the preceding calendar year or any part thereof Value Turnover Transaction Fee Per Semester Below 100 B 500,000 >100B<150B 600,000 >151 B< 200 B 700,000 >201 B < 250 B 800,000 >251 B < 300 B 900,000 >301 B < 350 B >351 B < 4 0 0 B 1.0 M >401 B < 4 5 0 B 1.1 M >451 B < 500 B 1.2 M >501 B < 550 B 1.3 M >551 B < 6 0 0 B 1.4 M >601 B < 650 B 1.5 M >651 B < 700 B 1.6 M >701 B < 750 B 1.7 M >751 B < 8 0 0 B 1.8 M >801 B < 850 B 1.9 M >851 B < 9 0 0 B 2.0 M >901 B < 9 5 0 B 2.1 M 2.2 M >951 B < I T 2.3 M 2.5 M >1T C. Clearing Agencies P 50,000 1/1,000 of 1% of transactions D. Central Depositories P 50,000 cleared and settled in the previous year* 1/2,000 of 1% of securities in custody during the previous year* E. Securities Borrowing and Lending P 10,000 P 15,000 Agencies F. Self Regulatory Organizations P 50,000 P 100,000 G. Request for approval of stabilization P 50,000 per issue and per company activities H. Operator of an Alternative Trading System (ATS) 1. ATS Registration Fee P 50,000 P 5,000 2. ATS Application Fee for Exemption 1/300 o f l % 3 ATS Semestral Transaction Fee For the first P 2 B of the 1/200 of 1% aggregate amount of the sales of securities 1/100 of 1% transacted on such ATS P300 during the preceding semester For the n e x t P 2 B Onwards 4. Certification Under ATS *Deferred until further notice Page 7

PARTICULARS RATES Registration Statement ISSUERS OF SECURITIES AMOUNT OF FILING FEE Shelf Registration MAXIMUM AGGREGATE PRICE OF SECURITIES TO 0.10% of the maximum Short Term Commercial Papers BE OFFERED aggregate price of the Not more than P 500M securities to be offered P 500,000 plus 0.075% of the More than P 500M but not more than P 750M excess over P 500M More than P 750M but P 687,500 plus 0.05% of the not more than P I B excess over P 750M More than P IB P 812,500 plus 0.025% of the excess over P I B The computation of filing fee excludes negotiated shares Securities to be registered but which are not part of the offering, shall be based on Par Value In the case of options or warrants which have no issue value: Minimum of P50,000.00 in addition to the diminishing fee due on the underlying shares 1. Shelf Registration a) Upon filing of Registration Statement - based on the value of the 1st Tranche b) Filing fees for subsequent tranches - payable within seven (7) business days prior to commencement of the offer/sale 2. Registration Fee of Mutual Funds Based on Net Asset Value per share but in no case less than par value N.B. (1) The registrant shall execute an undertaking to pay the remaining registration fees no later than 30 days prior to the expiry of the three (3) year period reckoned from the date of effectivity of the Registration Statement (2) pay the filing fee for registration of securities in tranches, rather than upfront, based on the total value of shares covered by the Registration Statement, provided, however, that the open-end investment company must, upon filing of the Registration Statement (RS), submit a sworn statement by its President indicating the schedule or program for the payment of the unpaid fees which must be paid within three (3) years from the effective date of the RS Maximum aggregate price of securities to be offered and Amount of Filing Fee Not more than P 250M - Filing fee of 0.10% of the maximum aggregate price the securities to be offered More than P 250M but not more than P 500M - Filing fee of P 250,000 plus 0.075% of the excess over P 250M More than P 500M but not more than P 750M - Filing fee of P 437,500 plus 0.05% of the excess over P 500M More than P 750M - Filing fee of P 562,500 plus 0.025% of the excess over P 750M Page 8

Registration as Investment Company ES (one-time payment) P 10,000 Annual Information Statement of Exempt Commercial Paper Issuer (SEC MAXIMUM AGGREGATE AMOUNT OF FILING FEE Form 85-18-1) PRICE OF SECURITIES TO BE Request for Confirmation re: exempt OFFERED securities Request for Confirmation of Exemption Not more than P50 Million P 10,000 worth of CPs P 20,000 Not more than P100 Million worth of CPs P 30,000 1/10 of 1% of the value Up to P150 Million worth of CPs of CPs Issuance of more than P150 Million worth of CPs within a 12-month period P 1,000 1/10 of 1% of the aggregate value of securities to be sold or issued but in no case less than P 1,000 N.B. Fees paid relative to the exemption shall be credited as filing fee for the subsequent registration of exempted securities Commercial Paper (CP) issuances over 1/10 of 1% of the aggregate value of securities to be sold or P150M issued but in no case less than P 50,000 Request for Exemption 1/10 of 1% of the aggregate value of securities to be sold or Short Form Registration Statement issued but in no case less than P 10,000 Petition for Voluntary Revocation of P 150,000 or 0.10% of the maximum aggregate price of the Permit to Sell Securities securities to be offered, whichever is higher, less the filing fee previously paid for the exempt transaction P 10,000 Amended Registration Statement (any P 12,000 amendment except price increase) MAXIMUM AGGREGATE AMOUNT OF FILING FEE PRICE OF SECURITIES TO BE OFFERED Tender Offer Statement Not more than P 500 M 0.10% of maximum aggregate price of the More than P 500M but not more securities to be offered than P 7 5 0 M P 500,000 plus 0.075% of the excess over P 500 M More than P 750M but not more P 687,500 plus 0.05% of the than P I B excess over P 750 M More than P IB P 812,500 plus .025% of the excess over P IB Page 9

PARTICULARS : - RATES , , � ��. Initial Information Statement filed by P 7,500 the Reporting Company All subsequent IS (amended) filed shall be subject to a fee of P5.000.00 (this is to discourage haphazardly prepared IS) Information Statement filed by a P 5,000 person -other than the Reporting Company P 50,000 per issue and per company Request for Exemptive Relief ACCREDITATION AND OTHER RELATED FEES Application for Accreditation CREDIT RATING AGENCIES P 50,000 Annual Monitoring Fee Annual Fee of P 15,000 shall be paid yearly at least 45 days prior to the anniversary date of its accreditation EXTERNAL AUDITOR AND FIRMS Application for accreditation of Group A - P 5,000 individual practitioners or partners of Group B - P 3,000 auditing firms Group C - P 2,000 Annual Fee* Group C - P 5,000 for each Accredited Sole Practitioner Application for accreditation of Group A - P 20,000 auditing firms Group B - P 15,000 Group C - P 5,000 Annual Fee* Group A - P 2,500 per accredited partner + P 20,000 for the firm Group B - P 2,000 per accredited partner + P 15,000 for the firm Group C - P 1,500 per accredited + P 5,000 APPRAISAL COMPANIES Application P 10,000 Annual Fee P 2,000 Initial Application SURETY COMPANIES Renewal P 5,000 Annual Fee P 5,000 General Certifications P 1,000 plus P 100 per BD Client Certification on Corporate Filing/Information OTHER FEES Certificate of Company Status/Non- Registration/No Derogatory Record VARIOUS CERTIFICATIONS *Deferred until further notice P300 P500 P500 Page 10

Certification on-paid-up-capital, P 1,000 P 5,000 outstanding capital, percentage of 1/5 of 1% of the total indebtedness but not less than P 1,000 Filipino stockholdings, etc. Certification on the nationality of stock and non-stock corporation Certificate of incurring, creating, increasing bonded indebtedness REGISTRATION/NAME VERIFICATION FEE Registration fee of Stock and Transfer P150 Book Registration fee of Membership Book P75 Name Verification/Reservation Fee P 100/allowed name for 30 days OTHER FILING FEES Listing Fee P 2,500 P500 Certification Fee for Registration or Non-Registration of Securities Complaints/ Petitions P 2,000 Request for Confidential Treatment and P 50,000/per information and per company P 2,000 every request for extension of Confidential Treatment Any other filing made requiring action by the Department PETITIONS/APPEALS Petition for revocation of Certificate of Registration Amendment of Certificate of Authority of a Financing/Lending Company P 3,000 Petition for Change of Corporate Name Petition for Calling of Meeting Appeal from the Orders of the Operating Departments Request for opinion/ OPINIONS/CONFIRMATION confirmation from OGA P 25,000 N.B. This involves complex issues that would require extensive research Request for clarification and other P 10,000 actions from OGA N.B. This involves non-complex issues or issues with precedent cases OGC opinions P 10,000 Page 11

PARTICULARS RATES BASIC SERVICE CHARGE Public Reference Unit Basic Charge Basic Charge (for authentication of P 50 per request documents) P 50 per document Computer processing charge Viewing Fee for i-View facility P 4 per minute P 0.50 per page REPRODUCTION OF DOCUMENTS IN PLAIN MICROFILM/DIGITAL COPY Articles of Incorporation/ P 100 Amended Articles of Incorporation By-Laws/Amended By-Laws P 100 P25 General Information Sheet Increase in Capital Stock P70 Resolution P25 Secretary's Certificate P25 Board Resolution P25 Registration Data Sheet P35 Deed of Assignment P25 Borrowing Fee for hard copy not P 50 per doc available in film REPRODUCTION OF DOCUMENTS IN AUTHENTICATED COPY Articles of Incorporation/ P 200 Amended Articles of Incorporation By-Laws/Amended By-Laws P200 General Information Sheet P 100 Increase in Capital Stock P200 P50 Resolution P50 P25 Secretary's Certificate P35 P25 Board Resolution P 10 per page + P 50 basic charge per corporation P 10 per page + P 50 authentication fee per document Registration Data Sheet Page 12 Deed of Assignment Reproduction of documents not mentioned above Authentication of document not mentioned above

PREPARATION OF STATISTICAL REPORTS, COMPANY LISTINGS AND R E L A T E D INFORMATION ON SEC-REGISTERED ENTITIES Computer processing charge P 4 per minute Special program fee for institutional/ P 1000 per transaction individual researchers Hard copy of documents with list P 5 per page containing various information i.e. P 100 per piece address, industry classification, equity structure etc. Soft copy of documents with list containing various information i.e. address, industry classification, equity structure etc. - CD-RW/DVD Media All other circulars, rules, orders and issuances, or part thereof inconsistent with this Memorandum Circular are hereby repealed or modified accordingly. A Legal Research Fee (LRF) equivalent to 1% of the Filing Fee but not less than Ten Pesos (P 10.00) shall be paid at the time of filing of application for Registration, Licensing, Accreditation, and Other Related Transactions. This Memorandum Circular shall take effect fifteen (15) days after its publication in a newspaper of general circulation. Issued this _ Z _ day ofMan�i2017, Pasay City, Philippines. For the Commission: T E R t S I T A J. H E R B O S A Chairperson Page 13