02-06-1996 Mr. Jorge Ma. A.

Yuzon
February 6, 1996
Mr. Jorge Ma. A. Yuzon
Angping & Associates Securities, Inc.
Suite 2003/2004 The Peak, 107 Alfaro St.,
Salcedo Village, Makati, Metro Manila

Sir:

This refers to your letter dated November 15, 1995 requesting opinion on the possibility of making
available shares or units of participation of an offshore mutual fund invested exclusively in
Philippine listed equities under the following facts:

1. Participation in the fund shall be via private placements in the local currency.

2. The sponsors of the offshore fund are not looking at retailing subscriptions to the fund (i.e.,
selling to the public). Instead, they are looking at tapping a few high networth individuals and
potentially some institutions, to raise assets under management. Ideally individual subscriptions
would be pegged at the amount of at least P10 million each.

3. The principal distributors of the fund (who most likely are the fund sponsors too) are
looking at no more than twenty (20) individuals and/or institutional (sic) from whom subscriptions
will be raised.

4. Subscription shall be denominated in the local currency. A working account shall be

opened with a local commercial bank where subscriptions will be deposited and disbursements
effected.

5. Angping and Associates Securities, Inc., (AASI) will most likely act as financial advisor and
local representative agent and fund sponsors.

Your queries are:

1. Does the Fund need to be registered under the Revised Securities Act considering that
the Fund will not be retailed to the public?

2. Should the fund sponsor instead seek exemption from registration before commencing
acceptance of placements? if so, what are the requirements and fees to be paid, if any?

The pertinent provisions of the Revised Securities Act of the Philippines provide:

"SECTION 4. Requirement of registration of securities. —

(a) No securities except of a class exempt under any of the provisions of Section five hereof
or unless sold in any transaction exempt under any of the provisions of Section six hereof, shall be
sold or offered for sale or distribution to the public within the Philippines unless such securities
shall have been registered and permitted to be sold as hereinafter provided." (Emphasis
supplied)
"SECTION 6. Exempt transactions. — . . .

(b) The Commission may, from time to time and subject to such terms and conditions as it
may prescribe, exempt transactions other than those provided in the preceding paragraph, if it
finds that the enforcement of the requirements of registration under this Act with respect to such
transactions is not necessary in the public interest and for the protection of the investors by
reason of the small amount involved OR the limited character of the public offering." (Emphasis
supplied)

Therefore, as a general rule selling or offering for sale or distribution of securities within the
Philippines is subject to registration. However, the Law allows exemptions by reason of the small
amount or limited character of the offering.

Accordingly, if it can be shown that the offering will be limited only to not more than 20 investors
who are in the position to know the present affairs of the Fund and the risks of investing therein
such that the registration of the securities to be offered is necessary for the protection of the
investors, the transaction may be exempted from the registration requirements under the
Revised Securities Act, but only after complying with the following:

1. A certificate of exemption shall be secured by filing a request for exemption from the
registration requirements stating the reasons why it should be exempted under Section 6(b) of
the Revised Securities Act.

2. Payment of exemption fee amounting to one-tenth of one percentum of the maximum

aggregate price or issued value of the securities as required under Section 6(c) of the Revised
Securities Act.

However, it is to be understood that the exemption which may be granted on the above
transaction shall only be for the specific offering to the twenty (20) intended investors and shall
not be construed to cover subsequent transfer of the shares in the course of repeated and
successive transactions.

Take note further that the moment the offshore mutual fund shall operate in the Philippines, it
shall comply with registration requirements under the Corporation Code, Foreign Investments
Act of 1991 and RA 2629, otherwise known as the Investment Company Act.

Very truly yours,

(SGD.) FE ELOISA C. GLORIA

Associate Commissioner
January 16, 1996
Air Liquide Asia Management Pte, Ltd.
#02-08 French Business Center
Singapore

Attention : Ms. Alexandra Lauvaux

Madam:

This refers to your fax letter dated July 14, 1995 inquiring whether the proposed corporate savings
plan of Air Liquide Asia Management Pte. Ltd., a French company, in favor of the employees of
its subsidiaries in the Philippines is legally feasible under Philippine laws re: whether the
employees can freely subscribe the shares issued by said company; and if allowed, what are the
procedure and requirements to be followed. Cdpr

The pertinent provisions of the Revised Securities Act of the Philippines provide: Cdpr

"SECTION 4. Requirement of registration of Securities. —

(a) No securities except of a class exempt under any of the provisions of Section five hereof
or unless sold in any transaction exempt under any of the provisions of Section six hereof, shall be
sold or offered for sale or distribution to the public within the Philippines unless such securities
shall have been registered and permitted to be sold as hereinafter provided." (Emphasis
supplied)

"SECTION 6. Exempt transactions. — . . .

xxx xxx xxx

(b) Commission may, from time to time and subject to such terms and conditions as it may
prescribe, exempt transactions other than those provided in the preceding paragraph, if it finds
that the enforcement of the requirements of registration under this Act with respect to such
transactions is not necessary in the public interest and for the protection of the investors by
reason of the small amount involved or the limited character of the public offering." (Emphasis
supplied)

It appears from the above provisions that as a general rule, selling or offering for sale or
distribution of securities within the Philippines are subject to registration. However, the Law allows
exemptions by reason of the small amount or limited character of the offering. Thus, for invoking
such justification, the Commission, on several occasions, had treated stock option plans granted
by foreign companies in favor of qualified employees of their Philippine subsidiaries as exempt
transactions.

Accordingly, the above proposed corporate savings plan may be exempted from registration
requirements if it can be shown that the registration thereof is not necessary in the public interest
and for the protection of the investors by reason of the small amount and limited character of
the offering and provided that the following requirements are complied with:
1. Filing of a request for exemption from the registration requirements stating the reasons
why it should be exempted under Section 6 (b) of the Revised Securities Act;

2. Payment of exemption fee amounting to one-tenth of one per centum of the maximum
aggregate price or issued value of the securities as required under Section 6(c) of the Revised
Securities Act.

On matters of taxation, you may communicate directly with the Bureau of Internal Revenue,
Quezon City, Philippines, and Bangko Sentral ng Pilipinas, Manila, Philippines, for purposes of
remittances of funds.

Very truly yours,

(SGD.) FE ELOISA C. GLORIA

Associate Commissioner
November 7, 1995
Belo Gozon Elma Parel Asuncion & Lucila
15th Flr., Sagittarius Condominiums
H.V. dela Costa Street, Salcedo Village
Makati, Metro Manila

Attention : Atty. Roberto O. Parel

Sir:

This refers to your letter dated September 28, 1995 inquiring whether the investment scheme
described therein is violative of SEC Rules and Regulations on registration of securities. LexLib

As stated, your client corporation has started the groundworks for an initial public offering (IPO)
of shares of stock. The exact listing date is still undetermined and subject to the registration
process with the Securities and Exchange Commission. However, several persons have
expressed the intention of making reservations subscribing to the shares to be offered under the
IPO and are prepared to remit an amount equivalent to 10% of their contemplated subscription
as deposit. Because of an inordinately large number of similar requests received by the
corporation, the latter is inclined to accommodate such requests under the following conditions:

1. The amount paid shall be considered as a reservation fee or deposit;

2. The reservation fee/deposit shall not exceed ten percent (10%) of the intended
investment. Any investor depositing a reservation fee should intend to invest to not less than
P500,000.00 worth of shares and not more than P10 Million. The corporation makes no
commitment to make the public offer and the investor agrees to assume such risk.

3. In the event that the corporation fails to offer its shares to the public within a period of
nine (9) months from the payment of the reservation fee/deposit, then the investor shall have
the option to seek a refund of the reservation fee/deposit with interest at twelve percent (12%)
per annum or to maintain the reservation fee for another six (6) months.

Your query is, assuming that the underwriters have no objection to the above arrangement,
would such scheme violate SEC Rules and Regulations on registration of securities? cda

Section 4 of the Revised Securities Act provides:

(a) No securities, except of a class exempt under any of the provisions of Section five hereof
or unless sold in any transaction exempt under any of the provisions of Section six hereof, shall be
sold or offered for sale or distribution to the public within the Philippines unless such securities
shall have been registered and permitted to be sold as hereinafter provided. (Emphasis
supplied)

xxx xxx xxx"

Likewise, Section 2 thereof provides:

"SECTION 2. Definitions. — The purposes of this Act:

xxx xxx xxx

(c) "Sale" or "sell" shall include every contract of sale or disposition of a security or interest in a
security, for value. The terms "offer to sell", "offer for sale", or "offer shall include every attempt or
offer to dispose of or solicitation of an offer to buy, a security or interest in a security, for value.
(Emphasis supplied)

It can be construed from the above provisions that "mere attempt" to offer shares to the public is
subject to the registration requirement under the Revised Securities Act. The inclusion in the
definition of a "mere attempt" is designed to prevent evasion from registration requirements by
promoters who may adopt ingenious investment schemes to escape regulation.

In the present case, the act of accepting subscription deposits from the public for an intended
initial public offering (IPO) is an indication that there is an attempt to offer the shares to the
public. Moreover, the deposits cannot be merely treated as reservation fees inasmuch as they
will bear interest in the event the corporation fails to start the IPO within the period of nine (9)
months. In view of the foregoing and taking into consideration the amount and volume involved
in the scheme described above, the proposed transaction is subject to registration under the
Revised Securities Act.

Please be advised accordingly. cdphil

Very truly yours,

(SGD.) FE ELOISA C. GLORIA

Associate Commissioner
March 30, 2004
SEC OPINION NO. 19-04
Subject : Information Dissemination
Mr. Manuel M. Moraza
Chairman
URM, Inc.
Suite 6A, Aboitiz Building
110 Legazpi Street, Legazpi Village,
Makati City

Sir:

This has reference to your letter dated 22 January 2004 requesting information on any SEC rules
or regulations requiring prior permits for investor information coordinating activities intended to
be engaged in by URM, Inc. HIDCTA

As alleged, URM, Inc. is a stock corporation duly registered under Philippine laws with SEC
Certificate of Registration No. CS2002261667 with the following primary purpose:

To act as managers or managing agents of persons, firms, associations, corporations,

partnerships, and other entities, to provide management, investment and technical advice for
commercial, industrial, manufacturing and other kinds of enterprises; and to undertake, carry on,
assist or participate in the promotion, organization, management, liquidation or reorganization
of corporations, partnerships and other entities, except the management of funds, securities,
portfolio or similar assets of the managed entities or corporations.

Subject corporation intends to offer its services as Investor Information Coordinators to various
listed companies such as Petron Corp., Aboitiz Equity Ventures, Union Bank of the Philippines,
PLDT and others. In the process, URM, Inc shall render said service jointly with its associate
Georgeson Shareholder Communications. Its objectives are: to reach out to relatively small
shareholders/investors who may possibly have been disenfranchised considering that they are
situated in remote areas; reduce annual shareholder servicing costs; increase trading liquidity
and assist shareholders in selling their holdings conveniently. Georgeson's role shall be the
following:

The proposed services shall consist of dissemination to the stockholder/investor of corporate

information, mailing of information and the possible facilitation of selling their investments on a
voluntary basis through regular registered brokers. In no case, shall the corporation engage in
brokering functions for the small stockholders since it shall solely disseminate needed information
from the issuer companies, brokers or other parties to the shareholders.

The pivotal issue that is raised in this case relates to whether or not the proposed information
dissemination activities by URM is legally feasible in this jurisdiction.

The applicable rule in the instant case is Sec. 8.3 of the Amended Implementing Rules and
Regulations of the Securities Regulation Code, the pertinent portion of which reads thus:

Written Communication Not Deemed an Offer for Sale.

A notice, circular, advertisement, letter, or other communication does not constitute an offer for
sale in violation of Section 8 of the Code if it is published or transmitted to any person after a
registration statement has been filed and contains any or all of the following information:

A. the name of the issuer of the security;

B. the full title of the security and the amount being offered;

C. a brief indication of the general type of business of the issuer;

D. 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;

E. in the case of a debt security with a fixed (non contingent) interest provision, the yield or,
if the yield is not known, the probable yield range, as specified by the issuer or the managing
underwriter;

F. 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;

G. the names of the underwriters;

H. the approximate date upon which the proposed sale to the public is anticipated to
commence;

I. 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;

J. 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 ratings.

2. Every communication, used pursuant to this Rule shall contain the following:

A. If a registration statement has not yet become effective, the following statement in bold
face prominent type:

A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, BUT HAS YET BECOME EFFECTIVE. THESE SECURITIES MAY NOT BE
SOLD NOR OFFERS TO BUY THE SAME BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION
STATEMENT BECOMES EFFECTIVE. THIS COMMUNICATION SHALL NOT CONSTITUTE AN OFFER TO
SELL OR BE CONSIDERED A SOLICITATION OR AN OFFER TO BUY.

B. A statement whether the security is being offered in connection with a distribution by the
issuer or by a security holder, or both, and whether the issue represents new financing or
refinancing or both; 2004cdtai
C. The name/s and addresses of a person/s from whom a written prospectus, which
accordingly meets the requirements of Section 12 of the Code, may be obtained.

From the foregoing, it can be deduced that an ordinary information dissemination activity or
other form of communication may not be treated as an offer for sale of securities contemplated
under Sec 8 of the Securities Regulation Code.

Considering that based on the representations of URM, Inc. that it will, in cooperation with
Georgeson Shareholder Communications, merely engage in the dissemination of information
from the issuer companies to its shareholders, the proposed activity may be allowed subject to
the provisions of Section 8 of the Securities Regulation Code and its implementing rules and
regulations.

It must be understood, however, that pursuant to its further representation that it will not engage
in brokering functions for the stockholders, URM, Inc. and/or its associate, Georgeson
Shareholder Communications, shall in no case engage in any of the regulated activities of a
broker-dealer for which a secondary license must be secured from the Commission, such as but
not limited to: (1) receiving, holding or pooling of securities and/or cash of shareholders for and
on their behalf, or for the account of URM, Inc. and/or Georgeson Shareholder Communications
as trustee/agent of the shareholders; (2) soliciting authority from shareholders to buy/sell
securities; (3) acting as a trustee or agent of brokers-dealers or shareholders for the purpose of
selling/buying securities; (4) assisting or facilitating brokers-dealers or shareholders to buy/sell
securities; (5) doing such other activities that may, in the future, be considered by the
Commission or other government/regulatory agency as a regulated activity pursuant to
pertinent laws, rules and regulations; and (6) receiving commissions from the shareholders
and/or brokers-dealers or any other compensation arrangement as payment for the services
rendered in connection with, but not limited to, nos. (1) to (5). aCHcIE

Very truly yours,

(SGD.) VERNETTE G. UMALI-PACO

General Counsel
Ms. Imelda P. Maiquez

Cagayan Electric Power & Light Co., Inc.

Eight Flr. Strata 100 Bldg.

Emerald Ave. Ortigas Complex, Pasig,

Metro Manila

Madam:

This refers to your letter of June 6, 1993 requesting opinion whether a stockholder can lawfully
assign to another stockholder her pre-emptive right over a new allotment of shares brought
about by the company's increase in capitalization. cdasia

As stated, the Subscription Agreement which was distributed to all stockholders during the
exercise of the pre-emptive rights contained the following provision:

". . . the subscription rights under these Contract are exclusive and non-transferable."

The Commission, in a previous ruling, has held that in order to legally effect restrictions on the
transfer of shares of stock, such restrictions must be provided for in the articles of incorporation.
(Ltr. to Ozaeta, Gibbs & Ozaeta dtd. October 13, 1964) Accordingly, it follows that in order to
legally effect any restriction on transfer of shares of stock, including restrictions on the rights
attached to it, e.g. transfer of pre-emptive right to subscribe, the same must be provided for in
the articles of incorporation. Furthermore, considering that shares of stocks burdened with
restrictions on transferability may fall into the hands of innocent purchasers, the Commission as a
matter of policy, also requires that the restrictions shall be printed on the stock certificates of the
corporation. (Ibid.)
Thus, unless the restriction referred to in your letter is reflected in the articles of incorporation and
in the certificate of stocks, it cannot be enforced.

Please be advised accordingly. cdll

Very truly yours,

(SGD.) ROSARIO N. LOPEZ

Chairman

C o p y r i g h t 2 0 0 2 C D T e c h n o l o g i e s A s i a, I n c.

December 8, 1997

Mr. Claro P. Ison

PentaCapital Investment Corporation

10/F, ACT Tower, 135 Sen. Gil Puyat Ave.,

Salcedo Village, Makati, Metro Manila

Sir:

This refers to your letter requesting the Commission for confirmation of its opinion stating that
"certificates of participation" to be issued by commercial banks and finance companies with
quasi-banking license acting as trustees under the scheme described hereunder is exempt from
registration requirements under the Revised Securities Act. LibLex

"Two (2) local "commercial banks" through their respective trust departments and a "finance
company with quasi-banking license" will act as trustees of their clients (the "Trustors") and sell
participation in the co-ownership interests of the Trustees in the parcels of land owned by the
Trustors (the "Property") which have been contracted for development.

The trustees will become co-owners of the Property through the conveyance by the Trustors of
pro-indiviso and undivided portions of the Property to each of the Trustees. These conveyance
will be annotated on the titles covering the Property.
For the orderly sale of the said participation, the co-ownership interests of each of the Trustees in
the property will be divided into units and each unit will be converted by a "Certificate of
Participation" to be issued by the Trustee concerned and confirmed by the Trustors. Upon the
sale of a Certificate of Participation the said sale will be registered in a register of beneficiaries to
be maintained by the issuing Trustees."

It is your contention that the "Certificates of Participation" to be issued under the scheme
described above are "exempt" from the registration requirements pursuant to Section 5 of the
Revised Securities Act, (RSA), quoted hereunder.

"SECTION 5. Exempt Securities. — (a) Except as expressly provided, the requirement of

registration under subsection (a) of section four of this Act shall not apply to any of the following
classes of securities. Cdpr

xxx xxx xxx

(3) Any security issued or guaranteed by any banking institution authorized to do business in the
Philippines, the business of which is substantially confined to banking or a financial institution
licensed to engage in quasi-banking, and is supervised by the Central Bank." (Emphasis
supplied)

Take note that the above provision uses the phrase "and is supervised by the Central Bank" as a
condition for the securities to be considered as "exempt". The philosophy behind the above
exemption is that registration under the RSA is no longer necessary in the public interest or for the
protection of the investors inasmuch as they are issued by institutions over which the Bangko
Sentral already exercises regulatory and supervisory care, and therefore are presumed to be
already adequately regulated by that Office.

However, in the present case, the Bangko Sentral, in its letter-comment dated October 22, 1997,
manifested that the certificates of participation to be issued under the proposed scheme do not
appear to be related to banking business, and therefore, are not among those contemplated to
be exempt from SEC registration (a xerox copy of the BSP letter is herewith attached for ready
reference). Inasmuch as the Bangko Sentral itself recognizes the fact that the investment
scheme is not regulated by that Agency, the securities above described do not fall within the
exemption contemplated in the above-cited RSA, provision. Therefore, the issuance thereof
requires registration under the RSA.

Please be advised accordingly. cdlex

Very truly yours,

(SGD.) PERFECTO R. YASAY, JR.

Chairman
January 12, 1998

Ms. Luz Policarpio Say

Chanelay Development Corporation

Suite 404, 4th Floor,

Chanelay Towers, Roxas Blvd.

Pasay City

Madam:
This refers to your letter dated December 10, 1997 requesting opinion on the proposed
condominium co-ownership scheme (Condo Pine Concept) described therein. cdlex

The Revised Securities Act (RSA) provides:

SECTION 5. Exempt Securities. — (a) Except as expressly provided, the requirement of

registration under subsection (a) of Section four of this Act shall not apply to any of the following
classes of securities:

xxx xxx xxx

(7) Any security covering any right or interest in real property, including a subdivision lot or a
condominium unit, where the sale or transfer of such security is subject to the supervision and
regulation of the Ministry of Human Settlement or any of its authorized constituent or attached
agencies." (Emphasis supplied)

On the basis of the foregoing provision, the certificate of participation in the condo pie program
described in your letter may be considered as exempt securities. However, take note that the
provision uses the phrase: "subject to the supervision and regulation of the Ministry of Human
Settlements or any of its authorized or attached agencies". Thus, in the event the proposed
investment scheme described in your letter is not regulated by the concerned Agency, it shall
be required to be registered under the Revised Securities Act, otherwise, it would be
unregulated leaving the investors without any protection. At present, it is doubtful that such
investment scheme is regulated by the Housing and Land Regulatory Board or any other
government agency. Cdpr

Very truly yours,

(SGD.) DANILO L. CONCEPCION

Associate Commissioner

June 30, 2003

SEC OPINION NO. 35-03

Ms. Marietta B. Valleser

8917 San Judas Tadeo Street

San Antonio Valley 2, Sucat

Parañaque City

SUBJECT : Cooperatives not exempt from SRC

Madam:

This refers to your request for opinion on the issue whether or not cooperatives are exempt from
the provisions of the Securities Regulation Code (SRC). 1 Specifically, your query is premised on
Article 62(8) of the Cooperative Code of the Philippines 2, which provides: EIASDT

"(8) Any security issued by cooperatives shall be exempt from the provisions of the Securities
Act provided such security shall not be speculative."

We answer your query in the negative.

Previously, securities issued by cooperative marketing associations are exempt from registration
requirement. The exemption is pursuant to Section 5(a)(4) of the Revised Securities Act (RSA) 3,
which reads:

"SEC. 5. Exempt Securities. — (a) Except as expressly provided, the "requirement of registration
under Subsection (a) of Section four of this Act shall not apply to any of the following classes of
securities:

xxx xxx xxx

(4) Any security issued by a building and loan association, non-stock savings and loan
association, or similar institution, substantially all the business of which is confined to the making
of loans to members but does not include any such security where the issuer takes from the total
amount paid or deposited by the purchaser, by way of any fee, cash value, or other devise
whatsoever, either upon termination of the investment or maturity or before maturity an
aggregate amount its excess of three per centum (3%) of the face value of such security; or any
security issued by rural credit associations or by cooperative marketing associations which are
subject to regulation and supervision by the proper government agency."

However, the RSA was repealed in its entirety by the SRC 4 and the exemption accorded to
cooperative marketing associations under Section 5(a)(4) of the RSA was not reproduced in the
SRC. It is axiomatic that provisions of an old law, like RSA, that were not replicated in the revision
thereof covering the same subject are deemed repealed and discarded. 5 It indicates the
manifest intention of the legislature to suppress the exemption. Clearly, the exemption from
registration requirement previously granted to cooperative marketing associations no longer
exists.

It may be argued that the Article 62(8) is a specific provision in the Cooperative Code which
cannot be overruled by the SRC. We do not subscribe to that proposition.

Article 62(8) of the Cooperative Code is inconsistent with the intent and purpose of the SRC 6,
hence, it is deemed repealed by the SRC.
Statutes should be construed in the light of the objective to be achieved and the evil to be
suppressed. 7 SRC was enacted to protect investors, ensure full and fair disclosure about
securities, minimize if not totally eliminate fraudulent or manipulative devices and practices
which create distortions in the free market.

The primary means of accomplishing this goal is the disclosure of important financial information
through registration of securities. In general, registration calls for a description of the company's
properties and business, description of the security to be offered for sale, effect of the securities
issue on the ownership and key points characterizing the risks of the offering. This information
enables investors to make informed judgment whether to purchase a company's securities.
cDAITS

Without registration, SEC could not inquire into the qualification of securities and would not be
able to regulate public distribution and trading of securities. Consequently, SEC could not
protect the public from issuers of worthless securities and curb fraudulent transactions.

In enacting the SRC, the legislature is presumed to have been aware of and have taken into
account, prior laws on the subject of legislation including exemption privileges of cooperatives
from the securities law. Congress cannot be said to have intended to leave in force provision of
a prior law, like Article 62(8), which may thwart and overthrow the avowed purpose of the new
law. 8

Please be guided accordingly. CAaSED

Very truly yours,

(SGD.) VERNETTE G. UMALI-PACO

General Counsel