Circular No. 183/2011/TT-BTC guiding the establishment and management of Open-ended Funds

CIRCULAR

Guidelines on the establishment and management of open-ended funds

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Pursuant to the Securities Law dated June 29, 2006;

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to the Law Amending and Supplementing Certain Provisions of the Securities Law dated November 24, 2010;

Pursuant to Decree No. 118/2008/NĐ-CP dated November 27, 2008 of the Government stipulating the functions, tasks, powers, and organizational structure of the Ministry of Finance;

The Ministry of Finance hereby issues guidelines on the establishment and management of open-ended funds as follows:

PART I

GENERAL PROVISIONS

Article 1. Scope and Objects Regulated

These Circulars guide the raising of capital for establishing and managing open-ended funds and the activities of fund management companies, custodian banks, distributors, and organizations providing services related to the management of open-ended funds within the territory of the Socialist Republic of Vietnam.

Article 2. Interpretation of Terms

In this Circular, the following terms are understood as follows:

1. Soft commission refers to fees that are not directly paid in cash but are included together with other legitimate expenses.

2. Nominee agent is the distributor that holds the account name on behalf of the owner of the nominee account and executes transactions of fund certificates on behalf of investors in the subsidiary register.

3. Distributor is a securities business organization, depository bank, commercial bank, or insurance company registered to engage in the distribution of open-ended fund certificates.

4. Average net asset value of the year for the fund is the total net asset value of the fund calculated at valuation dates divided by the number of valuation days for fund certificates in the year.

5. Liquidation value of a share is determined by dividing the equity value of the issuing entity by the total number of shares outstanding.

6. Large investment item of the fund is an investment in securities and financial instruments issued by the same entity (including money market instruments, transferable instruments, and securities as specified in point b, d, e Clause 2 Article 15 of this Circular), with a total value accounting for five percent (5%) or more of the total assets of the fund.

7. Fund consolidation is the form where two or more open-ended funds (hereinafter referred to as consolidated funds) merge into a new open-ended fund (hereinafter referred to as consolidating fund) by transferring all assets, legal rights and interests, debts, and obligations to the consolidating fund, while ceasing the existence of the consolidated funds.

8. Personal file includes the information provision form prescribed in Appendix 07 attached to this Circular, certified copy of identity card, passport, or other valid personal identification.

9. Day means working day.

10. Valuation date is the date on which the fund management company determines the net asset value of the fund according to the Securities Law.

11. Trading day of fund certificates is the valuation date on which the fund management company, acting on behalf of the fund, issues and redeems open-ended fund certificates.

12. Custodian bank is a commercial bank holding a registration certificate for securities depository operations selected by the fund management company to perform depositary and supervisory services for fund management.

13. Beneficiary is an organization or individual who does not hold the name of the asset owner but has full ownership rights over the asset.

14. Group of affiliated companies includes parent companies, subsidiaries, joint ventures, and associated companies.

15. Portfolio management of the fund includes research and analysis of investments; building and implementing investment strategies and tactics; deciding on portfolio structure, types of assets to invest in and divest from, and determining the timing of investment and divestment.

16. Fund is an open-ended fund defined in Clause 30 Article 6 of the Securities Law 2006.

17. Bond fund is an open-ended fund investing in bonds and other securities with an investment ratio in these assets accounting for eighty percent (80%) or more of the net asset value.

18. Fund merger is the form where one or more open-ended funds (hereinafter referred to as merged funds) merge into another open-ended fund (hereinafter referred to as receiving fund) by transferring all assets, legal rights and interests, debts, and obligations to the receiving fund, while ceasing the existence of the merged funds.

19. Main investor register (hereinafter abbreviated as main register) is a document in the form of a written document, electronic data set, or both recording information about investors owning fund certificates.

20. Subsidiary investor register (hereinafter abbreviated as subsidiary register) is the investor register established and managed by the distributor under the authorization of the fund management company.

21. Quarterly average number of fund units is the total number of circulating fund units determined after each trading day of fund certificates divided by the number of trading days of fund certificates in the quarter.

22. Open-ended fund transaction account is an account through which investors buy, sell, and own certificates of one or more open-ended funds, managed by the fund management company. This account is opened and managed by an organization providing agency transfer services. This account has two types:

a) Investor's account is an account owned by the investor and named after the investor;

b) Nominee account is an account owned by investors in the subsidiary register and named after the distributor. This account is divided into separate sub-accounts corresponding to each investor in the subsidiary register.

23. Settlement transaction deposit account is an account opened by the nominee agent at the custodian bank solely for the purpose of settling transactions of fund certificates.

24. Independent member of the fund representative council is a member who is not related to the fund management company or the custodian bank.

25. Cut-off time for orders is the last time the distributor receives trading orders from investors to be executed on the trading day of fund certificates. The cut-off time is stipulated in the fund charter and publicly announced in the prospectus, summary prospectus, and shall not be later than 10:30 on the nearest day before the trading day of fund certificates.

26. Price quotation provider is a securities business organization, credit institution permitted to conduct foreign exchange business, or bond quotation systems chosen by the fund management company to provide quotations for non-listed securities or securities traded on a recognized market.

27. The relevant service-providing organization, which is the custodian bank or the Securities Depository Center authorized by the fund management company, shall provide one or more of the following activities:

a) Fund management services:

- Recording accounting transactions of the fund: reflecting cash inflows and outflows in the fund;

- Preparing financial reports of the fund; coordinating and supporting the fund's auditing organization in conducting audits for the fund;

- Determining the net asset value of the fund and the net asset value per unit of fund certificate according to the provisions of the law and the fund charter;

- Performing other activities as prescribed by law and the fund charter.

b) Agency transfer services:

- Establishing and managing the master register; opening, monitoring, and managing the system of investor accounts and nominee accounts; confirming ownership of open-ended fund certificates;

- Recording investors' buy orders, sell orders, and conversion orders; transferring ownership of fund certificates; updating the master register;

- Supporting investors in exercising rights related to their ownership of fund certificates;

- Organizing meetings of the fund's representative council and the fund's investor assembly; maintaining communication channels with investors, distribution agents, state management agencies, and other authorized organizations;

- Providing investors with financial reports, fund activity reports, prospectuses, summary prospectuses, account statements, transaction confirmations, and other documents.

28. The annual average return rate of the fund equals the pre-tax profit of the fund in the year divided by the average net asset value of the fund in that year.

29. The registered capital of the open-ended fund is the amount of capital raised in the first public issuance of fund certificates.

Chapter II

ESTABLISHMENT AND MANAGEMENT OF OPEN FUNDS

Section 1

ESTABLISHMENT OF OPEN FUNDS

Article 3. Type and Name of the Fund

1. The name of the fund must be written in Vietnamese, may include numbers and symbols, must be pronounceable, and must contain at least the following two elements:

a) The phrase "Investment Fund";

b) The type of fund, consistent with the investment objectives and policies, portfolio structure, and investment assets.

2. The name of the fund must comply with the laws on enterprises. The State Securities Commission has the right to request the fund management company to change the fund's name to comply with relevant legal regulations.

Article 4. Documents for Registration of Initial Public Offering of Open-Ended Fund Certificates

1. The documents for registration of initial public offering of open-ended fund certificates include:

a) Public Offering Registration Form for Fund Certificates according to Model 01 attached to this Circular;

b) Fund Charter;

c) Prospectus, Summary Prospectus;

d) A list attached to the individual file of fund management personnel;

e) Principle agreements on supervision; principle agreements signed with relevant service-providing organizations (if any), containing the contents stipulated in Appendix 32 issued together with this Circular; principle agreements signed with nominee agents; principle agreements on the distribution of fund certificates. In case the organization intends to be a distribution agent or nominee agent without a certificate of registration for distribution activities, it must supplement the application for registration of open-ended fund certificate distribution activities according to Clause 3, Article 39 of this Circular;

f) Advertising materials and information about the fund according to Clause 1, Article 42 of this Circular (if any);

g) If the fund management company plans not to organize the first investor assembly, the fund management company must supplement documents to solicit investor opinions including:

- A list attached to the individual file and other valid documents proving that the fund's representative council meets the requirements stipulated in Clauses 2 and 3, Article 28 of this Circular;

- Documents related to other matters requiring solicitation of investor opinions.

2. The documents for registration of initial public offering of fund certificates must be established in one (01) original set accompanied by an electronic data file. The original set must be submitted directly to the one-stop service department of the State Securities Commission or sent via postal mail.

3. Information in the documents must be accurate, truthful, not misleading, and contain all important contents affecting investors' decisions. The fund management company is responsible for the information and documents in the application.

4. During the time the documents are being reviewed, the fund management company has the obligation to amend and supplement the documents if inaccurate information is discovered or important content required in the documents is omitted, or if significant information related to the registration application arises, or if clarification is needed regarding issues that could cause misunderstanding. The fund management company must disclose new information according to the method stipulated in Clause 3, Article 5 of this Circular, while simultaneously amending and supplementing the documents with the State Securities Commission. The amended and supplemented document must have signatures from those who signed the registration application or from individuals holding the same positions.

5. Within thirty (30) days from the date of receiving complete and valid documents as stipulated in Clause 1 of this Article, the State Securities Commission will issue a certificate of registration for the public offering of open-ended fund certificates. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

6. The certificate of registration for the public offering of open-ended fund certificates issued by the State Securities Commission to the fund management company confirms that the registration application for the initial public offering of open-ended fund certificates complies with the conditions and procedures prescribed by law.

7. During the period when the State Securities Commission reviews the registration application for fund certificates, the fund management company and related parties can only truthfully and accurately use the information in the prospectus submitted to the State Securities Commission for market research purposes, clearly stating that all information is merely preliminary. Market research information provision shall not be conducted through mass media.

Article 5. Offering of Fund Certificates

1. The initial public offering of fund certificates may only be carried out:

a) After the State Securities Commission issues a registration certificate for the offering of fund certificates; and

b) The fund management company ensures that potential buyers have access to the prospectus and summary prospectus included in the registration application for the offering of fund certificates at distribution agents listed in the issuance announcement.

2. At least fifteen (15) days before the initial public offering of open-ended fund certificates, the fund management company must submit the issuance announcement to the State Securities Commission and publish it according to the regulations of the Ministry of Finance regarding the securities registration application for public offerings through the mass media specified in Clause 3 of this Article.

3. Information disclosure shall be conducted through one of the following mass media:

a) In publications and on the websites of the fund management company, distribution agents, and nominee agents; or

b) Other mass media in accordance with the provisions of the law.

4. The fund management company, distribution agents, and underwriting organizations (if any) must distribute fund certificates fairly and publicly, ensuring a minimum subscription period of twenty (20) days for investors. This period must be recorded in the issuance announcement.

5. Funds from the initial public offering of fund certificates must be transferred into a blocked account opened at the supervisory bank until the State Securities Commission issues the fund establishment registration certificate. The supervisory bank is responsible for paying interest on the blocked capital at a rate not lower than the current rate during the period of capital blockage.

6. The fund management company must complete the distribution of fund certificates within ninety (90) days from the date the fund certificate public offering registration certificate becomes effective. If the distribution cannot be completed within this period, the fund management company may request the State Securities Commission to consider extending the distribution period.

Within seven (07) days of receiving the request from the fund management company, the State Securities Commission will consider extending the distribution period, but not exceeding thirty (30) days. If the request is denied, the State Securities Commission must provide a written response stating the reasons.

7. Suspension and cancellation of the offering period shall be carried out in accordance with Articles 22 and 23 of the Securities Law.

Article 6. Application for Fund Establishment Registration

1. Within ten (10) days after the end of the initial public offering of fund certificates, the fund management company must submit to the State Securities Commission an application for fund establishment registration including:

a) A fund establishment registration form in accordance with Appendix No. 09 issued together with this Circular;

b) A report on the results of the offering in accordance with Appendix No. 10 issued together with this Circular, accompanied by a confirmation from the supervisory bank regarding the amount collected during the offering;

c) A list of nominee agents and all investors, including those trading on nominee accounts, in accordance with Appendix No. 11 issued together with this Circular, containing the following information:

- For nominee agents: full name, abbreviated name, trading name, license number for establishment and operation/business registration certificate of the nominee agent; number of investors trading on nominee accounts, number of fund units on nominee accounts;

- For investors: full name, valid identification number or passport, contact address (for individuals), full name, abbreviated name, business registration certificate number for organizations, main office address (for organizations), fund certificate trading account number, transaction method (through nominee agents or distribution agents); number of fund units owned, ownership ratio, purchase date;

d) Minutes summarizing investor opinions on matters related to the provisions set forth in Point g, Clause 1 of this Circular.

2. The fund establishment registration application as stipulated in Clause 1 of this Article shall be prepared in one (01) original copy along with an electronic data file. The original application shall be submitted directly to the one-stop service department of the State Securities Commission or sent via postal mail.

3. Within ten (10) days from the date of receipt of a complete and valid application, the State Securities Commission shall issue a fund establishment registration certificate. If the application is rejected, the State Securities Commission must provide a written response stating the reasons.

4. Immediately upon the effectiveness of the fund establishment registration certificate, the fund management company may release the blocked capital at the supervisory bank to proceed with investments. The supervisory bank will pay interest on the blocked capital according to the contract signed with the fund management company.

5. Within fifteen (15) days from the end of the offering period, the fund management company must disclose information in accordance with Clause 3 of Article 5 of this Circular, report to the State Securities Commission, bear all costs and financial obligations arising from capital raising, and refund all contributions made by investors, including interest (if applicable), in any of the following cases:

a) There are fewer than one hundred (100) non-professional investors purchasing fund certificates;

b) The total value of raised capital is less than fifty (50) billion Vietnamese dong or below the minimum expected capital raising value as stipulated in the fund charter (if applicable);

c) The distribution of fund certificates is not completed within the time limit specified in Clause 6 of Article 5 of this Circular.

Article 7. Investment Register Book, Confirmation of Ownership Rights

1. Within five (05) days from the date the fund registration certificate becomes effective, the fund management company shall perform or authorize a related service provider to provide agency transfer services, establish and manage the investment register book (main register) and confirm ownership rights for fund certificates to investors. The fund management company may authorize an overseas nominee agent to establish, manage the subsidiary register and confirm ownership rights for fund certificates to foreign investors. The authorization to a related service provider shall be carried out according to principles and based on contracts with minimum contents as stipulated in Appendix 32 issued together with this Circular.

2. The main register shall include at least the following information:

a) Name and address of the head office of the fund management company; name and address of the supervisory bank, depositary bank (if any); full name of the fund;

b) Information about the investor, including:

For individuals: full name of the investor; valid identification number or passport number; contact address, contact phone number, email address (if any);

For organizations: full name, abbreviated name, trading name, address of the head office, business license number or business registration certificate number; full name, valid identification number or passport number, contact phone number, email address of the individual authorized by the organization to trade fund certificates;

c) Investor's account number; or sub-account number attached to the nominee account number; securities transaction code (for foreign investors);

d) Quantity of fund units owned; date of ownership registration.

3. The nominee agent may open and manage the subsidiary investment register book (sub-register) based on a contract signed with the fund management company or a related service provider. The sub-register shall include complete information about the investor as specified in Clause 2 of this Article. Sub-register management costs shall not be charged to the fund.

4. Within three (03) days from the date of transaction occurrence or upon request of the investor according to the model in Appendix 12 issued together with this Circular, the fund management company, nominee agent, and related service providers shall be responsible for adjusting investor information in the main register and sub-register in the following cases:

a) Transactions of fund certificates between the fund and the investor on trading days;

b) Non-commercial transactions such as changing the owner's name in cases of gift, donation, inheritance, transfer of ownership pursuant to court decisions, and other cases as prescribed by law; transferring fund certificates from a nominee account to the investor's account, or vice versa;

c) Changes in personal information of the investor.

5. The fund management company and related service providers must always have complete information about each investor's ownership, including those trading through nominee accounts. Information about the investor's assets in the main register, including those trading through nominee accounts, serves as evidence confirming the investor's ownership rights for fund certificates. An investor's ownership rights are established from the moment the ownership information is updated in the main register.

Article 8. Fund charter, prospectus, summary prospectus

1. The initial issuance of the fund charter shall be established by the fund management company according to the model set forth in Appendix No. 02 issued together with this Circular. An investor who registers to purchase fund certificates is deemed to have approved the charter. In cases where the fund charter is amended or supplemented, the fund management company must seek the opinion of the investors' general meeting. In cases where the investors' general meeting has authorized or such matters are already stipulated in the fund charter, certain amendments or supplements to the fund charter do not require the opinion of the investors' general meeting:

a) Amendments, supplements, or adjustments due to changes in legal provisions;

b) Grammatical errors, spelling mistakes, or punctuation errors in the fund charter.

2. Within seven (07) days from the date of amending or supplementing the fund charter, the fund management company must report to the State Securities Commission in accordance with the provisions set forth in Appendix No. 29 issued together with this Circular, while simultaneously disclosing information in accordance with the methods prescribed in Clause 3, Article 5 of this Circular and relevant regulations of the Ministry of Finance on the organization and operation of fund management companies.

3. The prospectus must contain all information as prescribed in Appendix No. 03 issued together with this Circular. The prospectus must be updated when important information arises or at regular intervals as specified in the fund charter. After fifteen (15) days from the date of submitting the updated prospectus to the State Securities Commission, if no written objection is received, the fund management company may provide the prospectus to related service providers, distributors, and investors.

4. The fund management company must prepare a summary prospectus containing basic contents as prescribed in Appendix No. 04 issued together with this Circular.

5. The prospectus and summary prospectus must be presented in an easily understandable manner, using few technical terms, and published on the website of the fund management company, related service providers, distributors, and provided free of charge to investors upon request.

Section 2

OPEN FUND CERTIFICATE TRADING

Article 9. Investor account, nominee account

1. For first-time traders of open fund certificates, the fund management company, related service providers, or distributors must aggregate information identifying the investor and any beneficial owner (if applicable), and open a trading account for the investor based on the application form for trading open fund certificates as prescribed in Appendix No. 20 issued together with this Circular. Investors have the right to choose among the following types of trading accounts:

a) Their own account, named after the investor (referred to as the investor's account under Point a, Clause 22, Article 2 of this Circular);

b) A sub-account on a nominee account as prescribed in Point b, Clause 22, Article 2 of this Circular (referred to as the investor's sub-account).

2. Before signing a service provision contract and opening a trading account or sub-account for the investor, the fund management company is responsible for aggregating and verifying information identifying the investor according to the contents prescribed in Appendix No. 33 issued together with this Circular. If the request for information about the investor is not met, the fund management company, related service providers, and distributors have the right to refuse to open an account or sub-account for the investor.

3. The investor's account or sub-account includes the following contents:

a) Trading account number/sub-account number;

b) Number of fund units;

c) Increase/decrease in the number of fund units, reasons for increase/decrease;

d) Other personal information of the investor as prescribed in Clause 2, Article 7 of this Circular.

4. Management of the investor's account and nominee account must ensure the following principles:

a) The fund management company or related service provider must open and manage independent accounts separate for each nominee and each investor. Distributors are responsible for updating information on the opening and closing of investor accounts to the fund management company or related service provider;

b) Nominees must open and manage independent sub-accounts separate for each investor, and are responsible for updating information on the opening and closing of sub-accounts to the fund management company or related service provider. The total balance on sub-accounts must always match the balance on the nominee account, and the balance on each sub-account must match the ownership records of the investor in the main ledger;

c) Nominees must provide information on each investor's sub-account to the fund management company or related service provider; regularly reconcile and review to ensure that the balance on the sub-account matches the ownership records of the investor in the main ledger. This regulation does not apply to nominees outside the country.

5. The fund management company or related service provider, and nominees have the responsibility to provide account statements or sub-account statements within two (02) days from the date of a written request by the investor.

6. Prior to opening a trading account or sub-account, foreign investors must register their securities trading code in accordance with the regulations on foreign investors' activities in the securities market issued by the Ministry of Finance. This provision does not apply to investors outside the territory of the Socialist Republic of Vietnam and conducting transactions through a nominee account of an overseas nominee.

7. Prior to opening a nominee account, overseas nominees must register their securities trading code in accordance with the regulations on foreign investors' activities in the securities market issued by the Ministry of Finance.

8. Organizations providing brokerage transfer agency services and nominee account agency services must update fully, promptly, and accurately the securities transaction code and ownership status of foreign investors and provide such information in a timely and complete manner to competent state management authorities upon written request. This provision does not apply to overseas nominee accounts opened according to the provisions of Clause 7 of this Article.

Article 10. General Provisions on Certificate Fund Trading

1. Within thirty (30) days from the date the certificate of fund registration becomes effective, the fund management company must organize trading of fund certificates for investors. Trading activities must be conducted regularly as stipulated in the fund charter and announced in the prospectus or summary prospectus. The trading frequency shall not be less than two (02) times per month.

2. Trading orders must be sent to the distributors announced in the prospectus, summary prospectus, or on the fund management company's website, or sent to the fund management company or related service providers. The fund management company or related service providers must establish a system to receive orders ensuring that investors in Vietnam can place orders with all announced distributors in the prospectus, summary prospectus, or on the fund management company's website.

3. Distributors may only accept investor trading orders when the order form is accurately and completely filled out according to the model prescribed in Appendix 21 issued together with this Circular. The order form must be stored by the distributor in accordance with securities laws. In cases where orders are received through the internet, telephone, or fax, the distributor must comply with legal regulations on electronic transactions and securities, while also ensuring:

a) Full, accurate, prompt, and clear recording of the time of receipt, the person receiving the order from the investor;

b) In cases where orders are received via telephone or fax, confirmation must be made with the investor before execution, and the investor must be required to provide the original order form signed by the investor for retention as proof of the order placement. The time for providing the original order form is specified in the fund charter and announced in the prospectus.

4. The fund management company and related service providers will only execute orders received before the closing of the order book. Depending on the provisions in the fund charter and the prospectus, orders received after the closing of the order book may be canceled or continue to have validity for execution on the next trading day of fund certificates.

5. Within three (03) days from the date of trading fund certificates, the fund management company, related service providers, and nominee agents are responsible for updating full information about post-trade ownership of investors in the main ledger and sending investors a trade confirmation form according to the model prescribed in Appendix 22 issued together with this Circular.

6. Within a maximum of two (02) days after the trading day of fund certificates, if the distributor discovers trading errors due to mistakes in information consolidation, order reception, transfer, or entry into the system, the distributor must notify the fund management company and related service providers and request correction of the trading error. Beyond this period, the distributor bears responsibility towards the investor for any trading errors.

7. The fund management company, related service providers, and nominee agents must maintain an order book storing full information about investor fund certificate trading orders according to the model prescribed in Appendix 23 issued together with this Circular.

8. In cases where the fund management company manages at least two open-ended funds and such provisions are stipulated in the charters of the respective funds and the prospectus, investors are allowed to switch funds. Switching orders are executed according to the following principles:

a) The sell order for the fund certificate being sold is executed first, followed by the buy order for the target fund certificate;

b) Orders are executed on the trading days of the respective funds;

c) Investors only need to pay the switching fee (if applicable) as stipulated in the fund charter, without having to pay purchase fees or sale fees for orders executed according to points a and b of this clause.

9. The fund management company and its related parties are permitted to participate in capital contribution and trading of open-ended fund certificates managed by the company at the same trading prices applicable to other investors as provided for in Article 14 of this Circular.

Article 11. Purchase Order for Fund Certificates

1. The execution of investors' purchase orders and nominee agents must comply with the following principles:

a) The purchase order must be accompanied by valid documentation confirming that the investor has completed payment to the fund's account or confirmed by the supervisory bank in accordance with point c of this clause. The nominee agent shall make payments based on the difference between the purchase and sale orders, with the payment period carried out according to the agreement between the service provider organization and the nominee agent;

b) Payment shall be made through transfer or other methods stipulated in the fund's charter and publicly announced in the prospectus. Investors shall directly pay for the purchase of fund certificates into the accounts of the fund opened in accordance with Clause 2 of this Article, not into other accounts of distribution agents;

c) The supervisory bank shall confirm to the fund management company, distribution agents, or related service providers that it has received the full amount paid by the investor or nominee agent for purchasing fund certificates;

d) The transaction value of the purchase order must not be less than the minimum purchase value (if any) specified in the fund's charter and publicly announced in the prospectus;

e) The number of fund units sold to the investor or nominee agent may be a decimal fraction, rounded to the second decimal place.

2. The fund management company shall open a fund account at the supervisory bank to receive payments for the purchase of fund certificates from investors and nominee agents. Nominee agents shall open a transaction settlement deposit account for open-ended fund certificates at the supervisory bank in accordance with point d of Clause 3 of Article 40 of this Circular to receive transaction deposits from investors trading on the nominee account.

3. The purchase funds for fund certificates shall be transferred into the fund's account at the supervisory bank and can only be disbursed for investment after the certificate transaction date. The supervisory bank shall be responsible for paying interest to the fund, at least equal to the interest rate for demand deposits, for the period from the date the fund receives the purchase funds from the investor.

Article 12. Sale Order for Fund Certificates

1. The execution of investors' or nominee agents' sale orders must comply with the following principles:

a) A sale order can only be executed when the fund management company, distribution agents, nominee agents, or related service providers ensure that the investor has sufficient fund units to sell as required, and the remaining number of fund units after the transaction does not fall below the minimum number (if any) to maintain the account, sub-account as stipulated in the fund's charter and publicly announced in the prospectus;

b) The sale order may not be executed, or only partially executed, in accordance with Clause 1 of Article 13 of this Circular;

c) Payment shall be made through transfer or other methods as requested in writing by the investor or nominee agent;

d) The payment period shall be carried out according to the fund's charter and publicly announced in the prospectus, but not exceeding seven (07) days from the date of the fund certificate transaction. In cases stipulated in Clause 3 of Article 13 and after approval in writing by the fund board, payment may be delayed but not exceeding thirty (30) days from the date of the fund certificate transaction.

2. Within three (03) days from the date of receiving payment as stipulated in point d of Clause 1 of this Article, the nominee agent shall be responsible for completing the payment to the investor.

3. If provided for in the fund's charter and prospectus, the fund management company may transfer part of the investment portfolio instead of making cash payments to the investor. The transfer of the investment portfolio must meet the following conditions:

a) It can only be implemented when the fund management company considers it necessary to avoid negatively impacting the net asset value of the fund. Implementation must be approved in writing by the fund board and reported to the nearest investor meeting;

b) Approved in writing by the investor (the recipient of the transfer);

c) Only applicable to sale orders with a total payment value exceeding fifty (50) billion VND or another higher value as stipulated in the fund's charter and publicly announced in the prospectus;

d) The structure of the transferred portfolio to the investor must be identical to the fund's investment portfolio, ensuring compatibility in terms of asset type, structure, and weight within the fund's investment portfolio.

4. The supervisory bank shall be responsible for checking and confirming compliance with the transfer of the investment portfolio as stipulated in Clause 3 of this Article.

Article 13. Partial Repurchase, Suspension of Open-ended Fund Certificate Transactions

1. The fund management company has the right to only partially fulfill an investor's sell order, buy order, or conversion order in any of the following cases:

a) The total value of sell orders (including sell orders from conversion activities) minus the total value of buy orders (including buy orders from conversion activities) on the open-ended fund certificate transaction date exceeds ten percent (10%) of the net asset value of the fund; or

b) Fulfilling the entire transaction order of the investor leads to:

- The net asset value of the fund falling below fifty (50) billion VND; or

- The value of the remaining fund unit or number of fund units on the investor's account being lower than the minimum value or minimum number of fund units required to maintain the investor's account as stipulated in the fund charter and disclosed in the prospectus (if applicable); or

- The remaining net asset value or number of remaining fund units of the fund being lower than the minimum net asset value or minimum number of circulating fund units as stipulated in the fund charter and disclosed in the prospectus (if applicable); or

- The number of circulating fund units exceeding the maximum volume (if any) as stipulated in the fund charter and disclosed in the prospectus; or

c) Other cases as provided for in the fund charter and disclosed in the prospectus.

2. For the repurchase of the remaining portion of sell orders, conversion orders for orders that have been partially fulfilled according to Clause 1 of this Article, the fund management company may apply one of the two principles specified in the fund charter and disclosed in the prospectus as follows:

a) According to the time priority principle: orders arriving at the fund management company, related service provider organization, or distributor first will be executed first; or

b) According to the proportional principle: the unexecuted portion of the order will be combined with subsequent orders for execution, ensuring the ratio between the execution value and the registered transaction value is the same.

3. In the case stipulated in Point a Clause 1 of this Article, if there is a provision in the fund charter and prospectus, the fund management company may extend the payment period, but not exceeding thirty (30) days, from the open-ended fund certificate transaction date.

4. Open-ended fund certificates may be suspended from trading when any of the following events occur:

a) The fund management company cannot repurchase open-ended fund certificates due to force majeure reasons;

b) The fund management company cannot determine the net asset value of the open-ended fund on the valuation date for repurchasing open-ended fund certificates due to the Securities Exchange deciding to suspend securities trading in the fund's investment portfolio;

c) Other events as prescribed by the fund charter or deemed necessary by the State Securities Commission.

5. The fund management company must report to the fund board of representatives and the State Securities Commission within twenty-four (24) hours from the occurrence of any event stipulated in Clause 4 of this Article and must continue to execute the repurchase of open-ended fund certificates immediately after these events end.

6. The suspension period for open-ended fund certificate transactions shall be implemented according to the fund charter, but shall not exceed ninety (90) days from the most recent open-ended fund certificate transaction date.

7. Within thirty (30) days from the end of the suspension period for open-ended fund certificate transactions as stipulated in Clause 6 of this Article, the fund management company must convene a meeting to seek the opinion of the investors' general assembly regarding the dissolution of the fund, or splitting the fund, or extending the suspension period for open-ended fund certificate transactions.

8. During the period of convening the investors' general assembly, if the reasons leading to the suspension of open-ended fund certificate transactions cease, the fund management company may cancel the convening of the investors' general assembly.

Article 14. Initial issue price, selling price, repurchase price of open-ended fund units

1. The initial issue price of one unit of an open-ended fund shall be stipulated in the fund's charter by the fund management company and published in the prospectus.

2. The selling price of one fund unit, which is the price that investors must pay to the fund management company, equals the net asset value per fund unit calculated on the transaction day of the fund certificate plus issuance fees (if applicable).

3. The repurchase price of one fund unit, which is the price that the fund management company must pay to the investor, is determined by subtracting the repurchase fee (if applicable) from the net asset value per fund unit calculated on the transaction day of the fund certificate.

4. Repurchase fees, issuance fees, and conversion fees may be set at different levels based on the holding period of the fund certificates, investment objectives, or the amount of investment. These fees must be specified in the fund's charter and published in the prospectus. Issuance fees cannot exceed five percent (5%) of the transaction value. Repurchase fees and conversion fees cannot exceed three percent (3%) of the transaction value.

5. Except for fees payable by the fund as provided in the fund's charter, issuance fees, repurchase fees (if applicable), and conversion fees (if applicable) as specified in the fund's charter and published in the prospectus, investors are not required to pay any other fees to the fund, the fund management company, authorized organizations, or distribution agents when trading fund certificates.

6. Increases in these fees can only be implemented if the increased fee does not exceed the levels prescribed in Clause 4 of this Article. The earliest effective date of the new increased fee is ninety (90) days from the date the prospectus and the fund's charter have been amended and supplemented to specify the new fee level, effective date, and these documents have been published according to the securities market information disclosure regulations issued by the Ministry of Finance and provided to investors in accordance with the relevant provisions of this Circular.

Section 3

OPEN-END FUND INVESTMENT ACTIVITIES

Article 15. Investment Limits of Open-Ended Funds

1. The investment portfolio of an open-ended fund must comply with the investment objectives and policies clearly stipulated in the fund's charter and prospectus.

2. Types of assets that the fund may invest in include:

a) Deposits at commercial banks as prescribed by banking laws;

b) Money market instruments, foreign currencies, securities, transferable instruments as prescribed by banking laws;

c) Government bonds, government-guaranteed bonds, local government bonds;

d) Listed shares, registered-for-trading shares, listed bonds of issuers operating under Vietnamese law;

e) Shares and bonds preparing for listing or registration issued by issuers operating under Vietnamese law;

f) Listed derivative securities traded on stock exchanges solely for risk mitigation purposes.

3. Investments in assets specified in Point e of Clause 2 of this Article must meet the following conditions:

a) Stipulated in the fund's charter and prospectus;

b) Approved in writing by the fund's board regarding the type, security code, quantity, transaction value, and implementation time;

c) Possess sufficient documentation proving that the issuer will complete the registration or listing application at the stock exchange within twelve (12) months from the transaction date.

4. Except for bond funds, the investment portfolio of an open-ended fund must include securities of at least six (06) issuers while ensuring:

a) Not more than forty-nine percent (49%) of the total asset value of the fund may be invested in assets specified in Points a and b of Clause 2 of this Article;

b) Not more than thirty percent (30%) of the total asset value of the fund may be invested in assets specified in Points a, b, d, e, and f of Clause 2 of this Article, issued by a company or a group of companies with interrelated ownership, where the investment in derivative securities is valued at the contract commitment value as specified in Appendix 13 attached to this Circular;

c) Not more than twenty percent (20%) of the total asset value of the fund may be invested in circulating securities of one issuer, including various types of securities, transferable instruments, bonds, voting shares, non-voting preferred shares, convertible bonds;

d) Not more than ten percent (10%) of the total value of circulating securities of an issuer may be invested in;

e) Not more than ten percent (10%) of the total asset value of the fund may be invested in assets specified in Point e of Clause 2 of this Article;

f) The total value of large investment items in the fund's portfolio may not exceed forty percent (40%) of the total asset value of the fund;

g) At all times, the total committed value in derivative securities transactions, loan balances, and liabilities of the fund may not exceed the net asset value of the fund;

h) Not investing in securities投资基金不得投资于证券投资基金或在越南成立并运营的证券公司股票；

i) 不得直接投资不动产、宝石和贵金属。

5. Except for the cases specified in Points g, h, and i of Clause 4 of this Article, the investment structure of an open-ended fund may deviate but not more than fifteen percent (15%) from the limits prescribed in Clause 4 of this Article due to the following reasons:

a) Market price fluctuations of assets in the fund's investment portfolio;

b) Carrying out legitimate payments of the fund;

c) Execution of investor trading orders.

d) Merger, acquisition, or takeover activities involving issuers;

e) A newly licensed fund or a fund resulting from the division, merger, or consolidation of funds that has been operational for no more than six (06) months since the date of obtaining the fund establishment registration certificate;

f) A fund during the liquidation period.

6. The fund management company must adjust the investment portfolio to comply with the investment limits prescribed in Clause 4 of this Article within three (03) months from the date of deviation occurrence.

7. In case the deviation is due to the fund management company's failure to comply with investment restrictions prescribed by law or the fund's charter, the fund management company must adjust the investment portfolio within fifteen (15) days from the date of occurrence of the deviation and bear all costs arising from these transactions and any losses (if any). If profits arise, all profits obtained must be immediately recorded for the fund.

8. The fund management company may only invest in deposits and financial instruments specified at point a, b Clause 2 of this Article issued by banks included in the list approved in writing by the fund’s board of representatives.

Article 16. Borrowing, lending, repurchase transactions, margin trading

1. The fund management company shall not use the fund's capital and assets to lend or guarantee any loans, except for deposit investments as provided for in point a Clause 2 of Article 15 of this Circular.

2. The fund management company shall not borrow to finance the fund's activities, except for short-term borrowing to cover necessary expenses for the fund. The total value of short-term borrowings of the fund shall not exceed five percent (5%) of the net asset value of the fund at any time, and the maximum borrowing period is thirty (30) days.

3. The fund management company shall not use the fund's assets to conduct margin trading (buying securities on margin) for the fund or for any other individual or organization; it shall not use the fund's assets to conduct short selling or lend securities.

4. Where there is a provision in the fund's charter, the fund may engage in repurchase transactions of government bonds according to the regulations of the Ministry of Finance on managing government bond transactions.

Article 17. Forms of Asset Transactions

1. Transactions to buy and sell listed securities and securities registered for trading at the Stock Exchange for the fund must be conducted through the centralized trading system of the Stock Exchange.

2. For transactions conducted through negotiation, transactions to buy and sell unlisted and non-registered securities, the fund management company must ensure:

a) Written approval from the fund’s board of representatives regarding the expected price, transaction date, counterparty, and type of asset before conducting the transaction;

b) In cases where the actual purchase price is higher or the actual sale price is lower than the reference price of the organizations providing quotations, or the price already approved under point a of this clause, the fund management company must clearly explain the reasons to the fund’s board of representatives for their consideration and decision.

Section 4

NET ASSET VALUE OF THE FUND

Article 18. General Provisions on Determining Net Asset Value

1. The fund management company is responsible for determining the net asset value of the fund and the net asset value per unit based on market prices, or fair value (in the absence of market prices) of the assets in the fund's investment portfolio.

2. A list of at least three (03) organizations providing quotations that are not related parties of the fund management company and the supervisory bank must be approved by the fund’s board of representatives.

3. The fund management company must establish a valuation manual including the following contents:

a) Principles and criteria for selecting and changing organizations providing quotations. These principles must also be clearly stipulated in the fund charter;

b) Principles and detailed procedures for implementing valuation methods consistent with legal provisions, stipulated in the fund's charter, and international practices.

4. The principles and detailed procedures for implementing valuation methods as provided for in point b Clause 3 of this Article must be clear and reasonable to apply consistently under different market conditions, and must be confirmed by the supervisory bank and approved by the fund’s board of representatives and the general meeting of investors.

5. The net asset value of the fund and the net asset value per unit must be confirmed by the supervisory bank. Confirmation of the value is done in writing or accessed through the electronic information system of the supervisory bank approved by the fund management company. In case of incorrect valuation, the supervisory bank must notify and require the fund management company to adjust within twenty-four (24) hours.

6. Within a maximum of three (03) days from the valuation date, the net asset value of the fund and the net asset value per unit must be published on the websites of the fund management company, relevant service providers, distributors, and mass media in accordance with the regulations on information disclosure in the securities market. The content of the information about the net asset value is implemented according to Appendix 24 issued together with this Circular.

7. The fund management company may authorize relevant service providers to determine the net asset value of the fund and the net asset value per unit. The fund management company is responsible for monitoring and ensuring that the determination of the net asset value complies with legal regulations and is accurately calculated.

8. Within three (03) days from the date the net asset value of the fund decreases by fifty percent (50%) compared to the initial capital raised, or falls below thirty (30) billion VND, the fund management company must report to the State Securities Commission and propose remedial measures. If the net asset value of the fund continuously falls below ten (10) billion VND for six (06) months, the fund management company must liquidate the assets to dissolve the fund in accordance with Article 33 of this Circular.

Article 19. Net Asset Value of the Fund

1. The net asset value of the fund is determined by subtracting the total liabilities of the fund from the aggregate market value of assets in the portfolio as of the nearest date before the valuation date. In cases where there is no market price on the nearest trading day, or if the market price fluctuates significantly according to the fund's charter or internal regulations of the company, the management company may use a fair value determined based on valuation principles, methods, or models specified in the fund's charter, or the fund's valuation manual, provided such determination has been approved in writing by the fund's board of directors.

2. The net asset value of a single unit of the fund equals the net asset value of the fund divided by the total number of units of the fund in circulation as of the nearest trading day before the valuation date. The net asset value is rounded off according to accounting and auditing regulations. Any remainder arising from rounding off the net asset value of the fund is recorded in the fund.

3. The determination of the market value of the fund's assets shall be carried out in accordance with the method prescribed in Appendix 13 issued together with this Circular.

Article 20. Compensation for Losses to Investors and the Fund

1. The fund management company is responsible for compensating losses to the fund and investors who have suffered losses due to transactions in fund certificates when the net asset value of the fund is incorrectly valued at a level of error considered significant as follows:

a) Reaching 0.75% of the net asset value in the case of a bond fund;

b) Reaching 1.00% of the net asset value in other cases.

2. If the net asset value per unit of the fund is incorrectly valued at a level of error reaching the levels specified in Clause 1 of this Article, the fund management company is responsible for developing a remediation plan and compensation scheme in the following sequence:

a) Recalculating the net asset value on the trading days of fund certificates during the period from when the level of error was significant until it no longer exceeded the levels specified in Clause 1 of this Article (referred to as the period of incorrect valuation of the fund);

b) Determining the compensation amounts for the fund and the compensation amounts for investors who have suffered losses due to the incorrect valuation of the fund's assets. The fund management company or the fund may not be required to compensate investors whose losses are less than one hundred thousand (100,000) dong or another smaller amount as stipulated in the fund's charter, but all payments made by the fund management company must be credited to the fund, except in cases where the investor assembly or the fund's board of directors decides otherwise;

c) Within fifteen (15) days from the date of recalculating the net asset value, the fund management company must report to the State Securities Commission about the compensation plan for the fund and investors, specifying the cause of the incident, the period of incorrect valuation of the fund, the extent of loss to the fund, the extent of loss to investors, along with a list of affected investors who have been compensated and the compensation amount for each investor. Within seven (07) days from the date of reporting to the State Securities Commission, the fund management company must proceed with the compensation procedures for the fund and investors who have suffered losses according to the payment amounts specified in Clauses 4 and 5 of this Article.

3. In the case of undervaluation of the fund, the compensation amounts for the fund and investors are determined as follows:

a) For investors who purchased fund certificates before the period of incorrect valuation of the fund and sold them during that period: the compensation amount is determined based on the degree of error and the number of fund units sold by the investor;

b) For the fund: the compensation amount is determined based on the degree of error and the number of fund units issued by the fund during the period of incorrect valuation and still in circulation.

4. In the case of overvaluation of the fund, the compensation amounts for the fund and investors are determined as follows:

a) For investors who purchased fund certificates during the period of incorrect valuation of the fund and continued to hold them after that period: the compensation amount is determined based on the degree of error and the number of fund units purchased and still held by the investor after the period of incorrect valuation;

b) For the fund: the compensation amount is determined based on the degree of error and the number of fund units issued by the fund prior to the period of incorrect valuation and repurchased during that period.

5. All compensation costs for investors and the fund must be recorded as operating expenses of the fund management company. Where the fund's charter provides and the investor assembly approves, the compensation costs for investors as specified in point a of Clause 3 and point a of Clause 4 of this Article may be recorded in the fund.

6. The fund management company is responsible for compensating losses caused to the fund in the following cases:

a) Failure to comply with investment policies, investing in restricted assets as specified in the fund's charter; or

b) Using borrowed funds for purposes other than those permitted by law, or borrowing beyond the limits set forth in the fund's charter or by law; or

c) Exceeding investment restrictions, except in cases specified in Clause 5 of Article 15 of this Circular.

7. The compensation amount for the fund in the cases specified in Clause 6 of this Article is determined based on the losses arising from investments exceeding the limit and borrowing costs. In cases where the aforementioned investment and business activities generate profits, all such profits must be credited entirely to the fund.

8. Payment of compensation amounts to the fund and investors as specified in Clause 1 and Clause 6 of this Article shall be made through the supervisory bank. The fund management company is responsible for establishing a mechanism for coordinating payments with the supervisory bank to promptly issue payment instructions to investors and the fund.

9. The compensation for losses to investors and the fund must be reported by the fund management company in the annual activity report of the fund as stipulated in Clause 2, Article 44 of this Circular, specifying the cause, reason, extent of impact, number of affected investors who have been compensated, compensation amount for each investor, compensation amount for the fund, form of compensation, payment method, and other remedial activities (if any).

Article 21. Profit Distribution Policy of the Fund

1. The fund management company shall distribute profits to investors according to the fund's articles of incorporation and profit distribution policy announced in the prospectus. Distributed profits shall be derived from the fund's retained earnings. The fund management company may only distribute profits when the fund has completed or has sufficient financial capacity to fulfill tax obligations and other financial obligations as prescribed by law; fully established reserve funds as stipulated in the fund's articles of incorporation; and after paying out the determined profit, the fund must still ensure sufficient funds to pay all due debts and property liabilities. The schedule and implementation plan must be publicly disclosed in the prospectus and on the fund management company’s website.

2. Profit distribution can be in the form of cash or fund units. Profit distribution in the form of fund units must be approved by the general meeting of investors or by the fund representative board (if the most recent general meeting of investors has delegated authority to the fund representative board to make decisions in accordance with the fund's articles of incorporation) or specified in detail in the fund's articles of incorporation and prospectus. The quantity of fund units distributed is based on the net asset value per fund unit on the record date or another value as prescribed in the fund's articles of incorporation.

3. The fund management company must deduct all taxes, fees, and charges as prescribed by law before distributing profits to investors.

4. After distributing profits, the fund management company must send investors a summary report on profit distribution, including the following contents:

a) Form of profit distribution (cash or fund units);

b) Total profit for the period and accumulated profit, detailed by each profit category;

c) Value of distributed profit, number of fund units issued for distribution (in the case of distributing profit in the form of fund units);

d) Net asset value per fund unit before and after profit distribution;

e) Impact on the fund's net asset value after profit distribution.

5. If stipulated in the fund's articles of incorporation and prospectus, the fund management company may distribute more assets to investors than realized profits, but must ensure that the fund's net asset value after distribution does not fall below fifty billion (50) billion VND. The plan, implementation schedule, scale of distributed assets, and source of funds must be approved by the general meeting of investors.

6. Information on profit distribution activities and asset distribution of the fund must be updated in amended and supplemented prospectuses.

7. In cases where an investor transfers their fund units between the end of the investor list establishment period and the payment date, the transferor is the recipient of the profit.

Article 22. Fund Operating Expenses

1. Fund operating expenses include the following post-tax expenses:

a) Asset management fees paid to the fund management company;

b) Securities deposit fees for fund assets, supervision fees paid to the supervising bank;

c) Fund administration service fees, transfer agency service fees, and other related service fees paid by the fund management company to service providers;

d) Audit fees paid to the auditing organization;

e) Legal advisory service fees, quotation service fees, and other reasonable service fees, remuneration paid to the fund representative board;

f) Drafting, printing, and mailing prospectuses, summary prospectuses, financial reports, transaction confirmations, account statements, and other documents to investors; fund information disclosure costs; costs of organizing investor meetings and fund representative board meetings;

g) Costs related to executing fund asset transactions.

2. Within forty-five (45) days from the end of the second and fourth quarters each year, the fund management company must disclose information on the ratio of fund operating expenses and the portfolio turnover rate on its electronic information websites and those of distribution agents after these values have been confirmed by the supervising bank, ensuring accuracy.

a) The ratio of fund operating expenses is determined according to the following formula:

In cases where the fund is established and operates for less than one year, the operating expense ratio is calculated using the following formula:

b) The fund's portfolio turnover rate is determined according to the following formula:

In cases where the fund is established and operates for less than one year, the portfolio turnover rate is calculated using the following formula:

3. Brokerage fees and transfer fees for fund asset transactions paid to securities companies do not include any other type of fee, including those for other services or third-party fees (hidden costs).

4. The fund management company and distribution agents are responsible for paying printing and distribution costs for promotional publications and product information.

Chapter III

INVESTOR GENERAL MEETING, FUND REPRESENTATIVE BOARD

Section 1

INVESTOR GENERAL MEETING

Article 23. Rights and Obligations of Investors Participating in Open-ended Funds

Investors have rights and obligations as prescribed by the Securities Law and related guiding documents. Investors are responsible for fully paying the purchase price of fund certificates within the time limit stipulated in the fund charter, prospectus, and shall only be liable for the fund's debts and other property obligations within the amount paid when purchasing fund certificates.

Article 24. Investor General Meeting

1. The Investor General Meeting shall be convened by the Fund Management Company and shall decide on the following matters:

a) Decide on amendments and supplements to the fund charter, supervision contracts;

b) Decide on fundamental changes in the investment policy, investment objectives of the fund; profit distribution plans; increases in fees paid to the fund management company, supervisory bank; changes in the fund management company, supervisory bank;

c) Merge funds, consolidate funds;

d) Temporarily suspend trading of fund certificates; split the fund;

e) Dissolve the fund;

f) Elect, appoint, dismiss the chairman and members of the fund's representative board; decide on the remuneration and operating costs of the fund's representative board; approve the selection of an approved auditing organization to audit the annual financial reports of the fund; approve reports on the financial situation, assets, and activities of the fund for the year;

g) Other matters within the authority as prescribed in Article 85 of the Securities Law, corporate law regulations, and the fund charter.

2. The program and content of the investor general meeting shall be established by the fund management company in accordance with corporate law regulations. At least fifteen (15) days before convening the investor general meeting, the fund management company must submit to the State Securities Commission the entire program, content of the meeting, and related documents.

3. The annual investor general meeting shall be organized within thirty (30) days from the date of receipt of the audited annual financial report by an approved auditing organization. The annual investor general meeting shall not be held in the form of soliciting opinions in writing, except where otherwise provided in the fund charter.

4. The fund management company shall convene an extraordinary investor general meeting in the following cases:

a) The fund management company, or the supervisory bank, or the fund's representative board considers it necessary for the benefit of the fund;

b) Upon request of an investor or a group of investors representing at least ten percent (10%) of the total number of circulating fund units continuously for at least six (06) months prior to the date of convening the general meeting, or a smaller ratio as specified in the fund charter;

c) Other cases as stipulated in the fund charter.

5. The organization of an extraordinary investor general meeting as stipulated in Clause 4 of this Article must be carried out within thirty (30) days from the date the fund management company receives the request to convene an extraordinary investor general meeting, specifying the reasons and objectives for convening the extraordinary investor general meeting.

6. Except in cases where a meeting must be convened to solicit opinions from the investor general meeting on matters prescribed in point b and c of Clause 1 of this Article, in other cases if provided in the fund charter and announced in the prospectus, the fund management company may solicit opinions from investors in writing instead of organizing a meeting. The principles, content, procedures, and formalities for soliciting opinions from investors in writing must be clearly stipulated in the fund charter. In such cases, the fund management company must comply with the deadlines for sending ballots and meeting documents to investors as required by corporate and securities laws.

Article 25. Conditions and Procedures for Holding the Investor General Meeting

1. The investor general meeting shall be held when there are investors present representing at least fifty-one percent (51%) of the total number of circulating fund units. The forms of participation in the general meeting can be direct, through proxy, or other specific forms as provided in the fund charter.

2. If the first meeting does not meet the conditions for holding as prescribed in Clause 1 of this Article, the second meeting shall be convened within thirty (30) days from the date the first meeting was scheduled to open. In this case, the investor general meeting shall be held regardless of the number of participating investors.

3. The format and procedures for holding the investor general meeting shall be implemented in accordance with the fund charter, consistent with corporate and securities law regulations.

Article 26. Approval of the Investor Assembly's Decision

1. Except for cases stipulated in Clause 2 of this Article, a decision at an Investor Assembly meeting shall be approved when it meets all of the following conditions:

a) It is voted on by investors representing at least fifty-one percent (51%) of the total number of fund units currently circulating, with the specific ratio determined by the fund charter;

b) The total number of approval votes must reach at least thirty percent (30%) of the total number of fund units currently circulating at the time of voting, with the specific ratio determined by the fund charter.

2. For matters prescribed in points b and c of Clause 1 of Article 24 of this Circular, a decision at the meeting shall be approved when it meets all of the following conditions:

a) It is voted on by investors representing at least sixty-five percent (65%) of the total number of fund units currently circulating, with the specific ratio determined by the fund charter;

b) The total number of approval votes must reach at least forty percent (40%) of the total number of fund units currently circulating at the time of voting, with the specific ratio determined by the fund charter.

3. In the case where the Investor Assembly meeting is organized according to the provisions of Clause 2 of Article 25 of this Circular and the number of participating investors represents less than fifty-one percent (51%) of the total number of fund units currently circulating, the decision at the meeting shall be approved if it meets the corresponding condition prescribed in point a of Clause 1 or point a of Clause 2 of this Article.

4. In the case where opinions of the Investor Assembly are solicited in writing as prescribed in Clause 6 of Article 24 of this Circular, the decision shall be approved if it is passed by investors representing at least sixty-five percent (65%) of the total number of fund units currently circulating.

5. The Fund Management Company and the Fund Board have the responsibility to review and ensure that decisions of the Investor Assembly comply with the law and the fund charter. If a decision does not comply with the law and the fund charter, a reassembly of the Investor Assembly must be held to solicit opinions again or to solicit investor opinions in writing.

6. Within seven (07) days after the conclusion of the Investor Assembly or after the date of completion of soliciting investor opinions in writing as prescribed in Clause 4 of this Article, the Fund Management Company has the responsibility to prepare minutes and resolutions of the Investor Assembly and send them to the supervisory bank, provide them to investors, or publish information in accordance with the law on the company's electronic information websites.

Article 27. Opposition to the Investor Assembly's Decision

1. Investors who oppose a decision already approved by the Investor Assembly regarding certain matters prescribed in point b and c of Clause 1 of Article 24 have the right to request the Fund Management Company to repurchase their fund certificates or convert them to another open-ended fund managed by the same company. Such requests must be in writing, specifying the investor's name, address, quantity of fund units, reasons for requesting repurchase or conversion to another fund managed by the company. The request must be submitted to the main office of the Fund Management Company or its nominee within fifteen (15) days from the date the Investor Assembly approves the relevant issues.

2. Within forty-five (45) days from the date of announcing the results of the Investor Assembly meeting, the Fund Management Company must complete the repurchase or conversion of fund certificates for investors opposing the Investor Assembly's decision as prescribed in Clause 1 of this Article. In this case, the repurchase price will be based on the net asset value determined on the day of the Investor Assembly meeting, and the investor will not have to pay repurchase fees or conversion fees.

Section 2

THE FUND BOARD

Article 28. Fund Board

1. The fund board represents the investors, elected at investor general meetings or appointed by investors through written ballots. The term, criteria, number of members, appointment, removal, dismissal, supplementation of fund board members, chairman of the fund board, conditions, procedures for convening meetings, and passing decisions of the fund board are stipulated in the fund charter and other relevant laws.

2. The fund board shall have from three (03) to eleven (11) members, of which at least two-thirds (2/3) must be independent members.

3. In the fund board, there must be:

a) At least one independent member with specialized expertise and experience in accounting and auditing.

b) At least one independent member with specialized expertise and experience in securities investment analysis or asset management.

c) At least one member with expertise in law and regulations within the securities sector.

4. In cases where the structure of the fund board or its members no longer meet the conditions specified in Clause 2 and Clause 3 of this Article, or if a member is compelled to resign, within fifteen (15) days of discovering such circumstances, the fund board and the fund management company are responsible for selecting members who meet the requirements of Clause 3 of this Article to temporarily replace them. The temporary replacement member shall exercise the rights and obligations of a fund board member until the investor general meeting officially appoints a successor.

5. The rights and obligations of the fund board are stipulated in the fund charter and must minimally include the following specific tasks:

a) Representing the interests of investors; implementing activities consistent with legal provisions to protect the interests of the fund and investors;

b) Approving lists of organizations providing quotations, principles and methods for determining net asset value; approving lists of banks receiving fund deposits, monetary instruments, and assets that the fund is permitted to invest according to points a, b, and e of Clause 2 of Article 15 of this Circular; approving fund asset transactions as stipulated in Clause 2 of Article 17 of this Circular. These decisions must be made on the most cautious basis to ensure the safety of fund assets;

c) Determining profit distribution levels; deadlines and procedures for profit distribution, or handling losses arising during operations; deciding issues not yet resolved between the fund management company and the supervisory bank based on legal provisions;

d) In cases where the fund charter has already provided and the nearest investor general meeting has authorized, the fund board may decide on issues specified in points b, c, d, e, f, and g of Clause 1 of Article 24 of this Circular;

e) Having the right to request the fund management company and the supervisory bank to promptly provide complete documentation and information regarding asset management activities and supervision activities;

f) Performing other tasks as stipulated in the fund charter.

6. Within fifteen (15) days from the date the fund board decides on issues specified in points b, c, d, and e of Clause 1 of Article 24 of this Circular, implemented according to point d of Clause 5 of this Article, the fund board, through the fund management company, must submit minutes of meetings and resolutions of the fund board to the State Securities Commission and the supervisory bank, while simultaneously providing information about the content of the decision to investors in accordance with the method prescribed in the fund charter. In this case:

a) The State Securities Commission has the right to require the fund board to change the decision if it contravenes legal provisions or if it deems it necessary to ensure the interests of investors. Within seven (07) days from the date of receipt of the meeting minutes, the decision of the fund board, and related documents, if the State Securities Commission does not issue a written opinion, the fund management company and related organizations may organize the implementation of the fund board's decision in accordance with the law;

b) Investors opposing the fund board's decision concerning the contents specified in points b and c of Clause 1 of Article 24 of this Circular have the right to request the fund management company to repurchase or convert fund certificates under the circumstances and procedures stipulated in Article 27 of this Circular.

7. Decisions of the fund board are passed through voting at direct meetings, telephone meetings, internet meetings, and other communication means, or through written ballots and other forms as stipulated in the fund charter. Each fund board member has one vote. A fund board meeting can proceed when at least two-thirds (2/3) of the members are present, with independent members making up at least fifty-one percent (51%) of those present. Members not directly attending the meeting have the right to vote through written ballots. A fund board decision is passed if it receives approval from at least fifty-one percent (51%) of the members present and at least fifty-one percent (51%) of the independent members present.

8. When performing their functions and duties, the fund board must comply with legal provisions, the fund charter, and decisions of the investor general meeting. In cases where a decision passed by the fund board contravenes legal provisions or the fund charter causing damage to the fund, members who approved the decision must jointly bear personal responsibility for the decision; members opposing the passage of the said decision are exempt from liability.

9. In cases where the fund charter does not provide for it, remuneration and other benefits of fund board members are implemented as follows:

a) Fund board members are paid remuneration based on work performed and enjoy other benefits as stipulated in the fund charter or by the decision of the investor general meeting. The investor general meeting determines the total amount of remuneration and annual operating budget of the fund board based on the number of anticipated working days, quantity, and nature of work, and the average daily remuneration of members. The fund management company is responsible for withholding the non-resident income tax of fund board members in accordance with relevant legal provisions.

b) Members of the fund management board shall be reimbursed for reasonable meal, accommodation, travel expenses, and other expenses as stipulated in the fund's charter. The total remuneration and these expenses shall not exceed the annual operating budget of the fund management board approved by the investors' general meeting as provided in the fund's charter;

c) Remuneration and operational expenses of the fund management board shall be included in the fund's management operation costs and must be recorded as a separate item in the fund's annual financial report;

10. The provisions of Clause 9 of this Article may not apply in cases where members of the fund management board concurrently hold positions at the fund management company;

Chapter IV

RESTRUCTURING OF FUNDS

Section 1

MERGER AND CONSOLIDATION OF FUNDS

Article 29. General Provisions on Merger and Consolidation of Funds

1. The fund management company has the responsibility to establish continuous and updated information channels to accurately, fully, and promptly provide investors with information about the merger and consolidation process of funds;

2. The fund management company must organize a meeting of the investors' general assembly to seek opinions on matters related to the merger and consolidation according to the model attached in Appendix 16 issued together with this Circular. At least thirty (30) days before the date of the investors' general assembly meeting, the fund management company must provide investors with relevant documents regarding the merger and consolidation including:

a) The merger and consolidation plan accompanied by an analysis report on the merger and consolidation containing the contents specified in Appendix No. 16 issued together with this Circular;

b) A draft merger and consolidation agreement containing the contents specified in Appendix No. 17 issued together with this Circular;

c) Audited annual financial reports and quarterly financial reports of all funds being merged or consolidated that have been audited up to the most recent quarter;

d) Draft fund charter, prospectus, and summary prospectus of the merged fund; fund charter, prospectus, and summary prospectus of the consolidating fund;

3. The fund management company may suspend trading of fund certificates for a period of thirty (30) days to complete the merger and consolidation process, except in cases of repurchasing or converting fund certificates for investors opposing the merger and consolidation;

4. The merger date and consolidation date is the effective date of the certificate of registration adjustment of the fund. The merged and consolidated funds cease to exist from the merger date and consolidation date. Simultaneously, from the merger date and consolidation date, the merged fund and the consolidating fund inherit all assets, debts, legitimate rights, interests, and other obligations of the merged and consolidated funds according to the following principles:

a) All assets of the merged and consolidated funds must be registered as owned by the merged fund and the consolidating fund and deposited with the supervisory bank of the merged fund and the consolidating fund;

b) All debt obligations of the merged and consolidated funds are transferred to the merged fund and the consolidating fund for inheritance and continued fulfillment. This provision does not apply if the merged and consolidated funds have settled all debt obligations prior to the merger and consolidation according to the merger and consolidation plan;

c) Investors of the merged and consolidated funds whose names are listed in the main register on the merger and consolidation date become investors of the merged fund and the consolidating fund and receive assets in the form of units of the merged fund and the consolidating fund according to the conversion ratio determined on the merger and consolidation date;

d) Depending on the terms of the merger and consolidation agreement according to the merger and consolidation plan, in addition to the number of fund units received as stipulated in point c of this clause, investors of the merged and consolidated funds may also receive additional cash payments. The value of the cash payment for each unit of the fund shall not exceed ten percent (10%) of the net asset value per unit of the fund calculated on the merger and consolidation date;

5. Legal advisory service fees, administrative expenses, and other business advisory services related to the merger and consolidation of funds shall not be charged to the fund or placed under other forms that investors must bear, except in cases where the investors' general assembly makes a different decision.

Article 30. Procedures and formalities for the consolidation and merger of funds

1. Within sixty (60) days from the date of the final investors' meeting of the fund participating in the consolidation or merger through the consolidation or merger decision, the relevant fund management company must submit a dossier to the Securities Commission requesting issuance of a registration certificate for the consolidated fund or adjustment of the registration certificate for the receiving merged fund. The dossier includes the following documents::

a) Application for issuance or adjustment of the fund registration certificate according to Model 14 issued together with this Circular; accompanied by the original of the registration certificates of the funds being consolidated or merged;

b) Consolidation and merger plan along with the Consolidation and Merger Analysis Report; the Consolidation and Merger Contract approved by the investors' meetings. The Consolidation and Merger Contract must be signed by the chairman of the fund representative board together with the legal representative of the relevant fund management company;

c) Evaluation reports from supervisory banks on the contents of the consolidation and merger plans and contracts related to the determination of debts, assets, and net asset value on the consolidation or merger date; conversion plan and conversion ratio; asset transfer plan and principles between funds;

d) Minutes and resolutions of the investors' general meeting regarding the merger or consolidation;

e) Documents for the receiving consolidated fund or merged fund (if there are changes) as stipulated in point b, c, d, e, f Clause 1 Article 4 of this Circular and other relevant documents if applicable.

2. The application dossier for issuance or adjustment of the fund registration certificate shall be established in one (01) original copy accompanied by an electronic data file. The original dossier shall be submitted directly at the one-stop service window of the Securities Commission or sent via postal mail.

3. Within thirty (30) days from the date of receipt of a complete and valid dossier, the Securities Commission adjusts the fund registration certificate. Within seven (07) days from the consolidation or merger date, the fund management company publishes information about the consolidation or merger in accordance with the law. The notification content includes:

a) The merger date and consolidation date;

b) Principles for determining the net asset value per unit of the consolidated or merged fund on the consolidation or merger date; the conversion ratio of fund units; the payment ratio to investors of the consolidated or merged fund (if applicable).

4. Immediately after the consolidation or merger date, the fund management company, supervisory banks, and related organizations must cooperate to register ownership of assets received from the consolidated or merged funds in accordance with the law, while updating investor ownership information in the main and subsidiary ledgers.

5. Within fifteen (15) days from the consolidation or merger date, the fund management company is responsible for accepting and executing sell orders, buy orders, and conversion orders of the consolidated fund and the receiving merged fund.

6. Within fifteen (15) days from the consolidation or merger date, the supervisory bank verifies the accuracy and reports the consolidation and merger results to the Securities Commission according to Model 15 issued together with this Circular, including the following contents:

a) Details of the investment portfolio, total asset value, total debt value, and net asset value on the consolidation or merger date; the actual conversion ratio of fund units on the consolidation or merger date; the cash payment ratio per fund unit (if applicable);

b) Number and value of fund units repurchased from opposing investors; the value of loans repaid upon creditor's request according to the model specified in Appendix 18 issued together with this Circular.

7. Within six (06) months from the consolidation or merger date, the fund management company is responsible for storing and providing related documents concerning the consolidation and merger of funds to investors upon request at the fund management company headquarters and distribution locations, and on the fund management company's electronic information pages (websites). Related documents include:

a) Consolidation and merger plans and contracts;

b) Contents related to profit distribution, issuance of consolidated fund certificates, and acceptance of merged fund certificates for investors of the consolidated or merged funds;

c) Supervisory bank evaluation report as stipulated in Clause 6 of this Article.

Section 2

SEPARATION OF FUNDS

Article 31. General Provisions on the Splitting of Funds

1. In cases where the investment portfolio of the fund loses liquidity as stipulated at point b, c Clause 4 Article 13 of this Circular, the fund management company may split the fund according to the plan approved by the investors' general meeting.

2. At least thirty (30) days before the date of the investors' general meeting, the fund management company must provide investors with relevant documents related to the splitting of the fund including:

a) The plan for splitting the fund in accordance with the provisions set out in Appendix 16 issued together with this Circular;

b) Draft regulations of the funds formed after the split.

3. The fund management company is responsible for representing the fund to fully repay all debts and fulfill the financial obligations of the fund prior to the split.

4. The funds expected to be formed after the split must have a net asset value at the most recent valuation date before the investors' general meeting approves the decision to split the fund of at least fifty (50) billion VND.

Article 32. Procedures and Formalities for Splitting the Fund

1. Within thirty (30) days from the date the investors' general meeting of the fund approves the decision to split, the fund management company must complete the procedures and documents to request the State Securities Commission to issue a registration certificate for establishing the funds formed after the split. The documents include the following:

a) A request for issuance of a new fund establishment registration certificate according to the form in Appendix 14 issued together with this Circular, accompanied by the original of the fund establishment registration certificate of the fund being split;

b) The plan for splitting the fund that has been approved by the investors' general meeting;

c) A report evaluating the bank supervisor's opinion on the plan for splitting the investment portfolio; the plan for transferring ownership and handing over assets;

d) Supervision contracts signed between the fund management company and the bank supervisors;

e) Minutes of the meeting and resolutions of the investors' general meeting regarding the splitting of the fund;

f) Regulations of the fund, prospectus, and summary prospectus of the funds formed after the split (if there are changes and in the case of a new fund).

2. The fund splitting dossier is prepared in one (01) original copy along with an electronic data file. The original dossier is submitted directly to the one-stop service department of the State Securities Commission or sent via postal service.

3. Within fifteen (15) days from the date of receiving a complete and valid dossier, the State Securities Commission issues a fund establishment registration certificate for the funds being split. The split date is the effective date of the fund establishment registration certificate.

4. Within seven (07) days from the split date, the fund management company, related service providers, and nominee agents are responsible for:

a) Completing the establishment of the main and subsidiary ledgers of the newly formed funds after the split;

b) Announcing the split date, confirming the completed contents according to the split plan, the net asset value per unit of the newly formed funds after the split, and confirming asset ownership for each investor.

c) Publishing information about the fund split in accordance with the law.

5. Within fifteen (15) days from the split date, the bank supervisor and related service providers are responsible for splitting the investment portfolio of the fund being split and registering ownership of assets for the newly formed funds after the split in accordance with the law.

6. Within six (06) months from the split date, the fund management company is responsible for storing and providing upon investor requests, documents related to the fund split at the fund management company's headquarters and distribution locations, and on the fund management company's electronic information pages (website). Related documents include:

a) The fund split plan and the implementation timeline;

b) The structure of the investment portfolio of the fund being split on the split date and of the funds formed after the split;

c) Contents related to profit distribution and issuance of certificates for the funds formed after the split.

Section 3

DISSOLUTION OF THE FUND

Article 33. General Provisions on Liquidation of the Fund

1. The liquidation and dissolution of the fund shall be carried out in the following cases:

a) The fund management company is dissolved, declared bankrupt, or has its establishment and operation license revoked and the fund board cannot establish a new fund management company within two (02) months from the date of occurrence of the event;

b) The supervisory bank is dissolved, declared bankrupt, unilaterally terminates the supervision contract, or is terminated by the fund management company, or the securities custody registration certificate is revoked and the fund management company cannot establish a new supervisory bank within two (02) months from the date of occurrence of the event;

c) The fund ends its term of operation as recorded in the fund charter and the fund establishment registration certificate and is not extended (for funds with a term of operation);

d) The liquidation of the fund according to the decision of the investors' meeting;

e) The net asset value of the fund continuously falls below ten (10) billion VND for six (06) months;

f) Other cases as stipulated in the fund charter.

2. Within a maximum period of thirty (30) days from the date the fund is compelled to be liquidated under the provisions of Clause 1 of this Article, the fund board must convene an investors' meeting to approve the liquidation plan of the fund.

3. The investors' meeting has the right to appoint an independent auditing organization to conduct inspections, evaluations, and oversight of all liquidation activities, revaluation of the distribution of assets of the fund to investors, ensuring that the liquidation and dissolution of the fund are carried out fairly, openly, and transparently.

4. The fund management company is responsible for liquidating the fund's assets and distributing them to investors according to the approved liquidation and dissolution plan by the investors' meeting, in compliance with the law and the fund charter. In case it is impossible to liquidate all assets within the time limit specified in the liquidation and dissolution plan, the fund management company is responsible for distributing the remaining assets and transferring them to investors according to the principle stipulated in point c, Clause 10 of this Article.

5. The fund management company and related service providers shall not organize advertising programs or information about the fund to accept and execute purchase orders, sale orders, and fund unit conversion orders from the date the fund is compelled to be liquidated.

6. From the date the fund is compelled to be liquidated, the fund management company shall not:

a) Carry out investment activities, purchase securities, and other assets for the fund;

b) Convert unsecured debts into secured debts using the fund's assets;

c) Gift or give the fund's assets to other organizations or individuals;

d) Settle contracts where the fund's liability exceeds the counterparty's liability; or settle debts to creditors who are also debtors of the fund without offsetting;

e) Conduct other transactions with the purpose of dissipating the fund's assets.

The assets of the dissolving fund include:

a) Assets and rights to assets that the fund possesses at the time it is required to dissolve;

b) Profits, assets, and rights to assets that the fund will have due to transactions established before the time the fund is required to dissolve;

c) Assets serving as collateral to fulfill the fund's obligations. In the case of payment of collateral assets to secured creditors, if the value of the collateral exceeds the amount of secured debt to be paid, the excess portion is considered the fund's asset.

8. When selling off the fund's securities, public methods such as auctions or centralized order matching systems of the Stock Exchange must be applied. For other cases, approval in writing from the fund board as stipulated in Clause 2 of Article 17 of this Circular is required.

9. The results of the liquidation of the dissolving fund's assets, after being confirmed by the supervisory bank, must be reviewed and approved by the fund board or the auditing organization appointed by the investors' meeting as stipulated in Clause 3 of this Article before proceeding with the payment of debts to creditors and investors as prescribed.

10. The proceeds from the liquidation of the fund's assets and remaining assets are paid in the following priority order:

a) Financial obligations to the State;

b) Amounts payable to the fund management company, supervisory bank, and other amounts payable and liquidation costs. In cases where the fund is compelled to be liquidated according to points a and b of Clause 1 of this Article, the fund does not have to pay the fund management company or supervisory bank fees under the contract from the date of occurrence of the event;

c) The remainder is used to pay investors corresponding to their proportionate contribution in the fund.

Article 34. Procedures for Dissolving a Fund

1. Within seven (07) days from the date when the fund is required to be dissolved according to Clause 1, Article 33 of this Circular, or from the date when the investors' general meeting passes the decision to dissolve the fund, the fund management company or the supervising bank (in case there is no fund management company) must notify the Securities Commission about the dissolution of the fund.

2. The notification dossier for dissolving the fund shall include the following documents:

a) Notification on the dissolution of the fund, specifying the reasons, impacts, and the expected dissolution date;

b) Minutes and resolutions of the investors' general meeting regarding the dissolution of the fund, accompanied by the asset liquidation plan and the fund dissolution plan approved by the investors' general meeting;

c) Written commitment of the fund management company and the supervising bank to take responsibility for completing the procedures for asset liquidation to dissolve the fund.

3. The dossier reporting the dissolution of the fund shall be established in one (01) original copy along with an electronic data file. The original dossier shall be directly submitted to the one-stop service department of the Securities Commission or sent via postal service.

4. Within fifteen (15) days from the date of receiving a complete and valid dossier, the Securities Commission shall issue a confirmation letter regarding the fund management company's report on the dissolution of the fund. Within thirty (30) days from the date of receiving the Securities Commission's letter, the fund management company shall disclose information on asset liquidation and fund dissolution according to the securities market information disclosure regulations issued by the Ministry of Finance. The notification content must include information on the asset liquidation deadline.

5. Within five (05) days from the completion of the fund dissolution, the fund management company and the supervising bank must report to the Securities Commission the results of the fund dissolution. The dossier reporting the dissolution results shall include the following documents:

a) Report on the liquidation of the fund's assets, repayment of debts, and fulfillment of other property obligations to creditors and other parties with rights and obligations, including financial obligations to the State. The report must attach a list of creditors and amounts paid off, including tax debts;

b) Report by the fund management company confirmed by the supervising bank and the fund board on asset liquidation activities, liquidation methods, and total value of assets obtained after liquidation; total debts to be settled and remaining assets to be distributed to shareholders;

c) Original certificate of fund registration;

d) Audited financial reports for the period from the end of the last audited fiscal year up to the date the fund ceased operations or was approved for dissolution;

e) Audit organization's assessment report on the results of asset liquidation (if any) designated by the investors' general meeting according to Clause 3, Article 33 of this Circular.

6. The dossier reporting the dissolution results shall be established in one (01) original copy along with an electronic data file. The original dossier shall be directly submitted to the one-stop service department of the Securities Commission or sent via postal service.

7. In cases where the results of asset liquidation and fund dissolution are inaccurate or fraudulent, the fund management company, the supervising bank, and related individuals shall jointly bear the responsibility for paying off outstanding debts and bear individual legal responsibility for any consequences arising within three (03) years from the date of submitting the dissolution result report to the Securities Commission.

Chapter V

ACTIVITIES OF RELATED ORGANIZATIONS IN MANAGING OPEN FUNDS

Section 1

SUPERVISION BANK

Article 35. General Provisions on Supervisory Bank

1. The supervisory bank selected by the fund management company must meet the conditions stipulated in Clause 1, Article 98 of the Securities Law.

2. Members of the board of directors, members of the management board, and business staff shall not be buyers or sellers in transactions involving the purchase or sale of fund assets. The supervisory bank may only be a buyer or seller in foreign exchange transactions or securities transactions conducted through the trading system of the Stock Exchange.

3. To supervise the operations of an open-ended fund, the supervisory bank must have at least two business staff holding the following certificates:

a) Basic certificate in securities and the securities market; or international certificates in the field of securities such as CFA (Chartered Financial Analyst), CIIA (Certified International Investment Analyst); or certificates for securities business issued in countries that are members of the Organization for Economic Co-operation and Development (OECD);

b) Law certificate in securities and the securities market;

c) Accounting certificate, or auditing certificate; or chief accountant certificate or accounting analysis certificate; or international certificates in the field of accounting such as ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants).

4. The supervisory bank must meet other conditions and standards as prescribed by laws on the establishment and management of investment funds.

Article 36. Custody of Fund Assets by Supervisory Bank

1. The supervisory bank may select domestic and foreign financial organizations with custody functions to act as sub-custodians to custody domestic and foreign assets of the fund. Delegation of custody activities must comply with the following provisions:

a) The sub-custodian must be a member of a custodian institution as prescribed by domestic or foreign laws;

b) Delegation of custody activities must be carried out based on a contract between the supervisory bank and the sub-custodian. The contract must clearly define the rights, obligations, and responsibilities between the supervisory bank and the sub-custodian. The sub-custodian shall only act upon lawful orders or instructions from the supervisory bank;

c) The supervisory bank is responsible for monitoring and supervising the activities of the sub-custodian as well as bearing all costs arising from the delegation of supervision and custody activities of the fund's assets;

d) Foreign sub-custodians have the right to re-custody assets at securities depository organizations of which they are members according to local regulations. Fund assets must be registered under the ownership of the fund according to relevant laws;

e) The supervisory bank must have full information about all assets owned by the fund including type, quantity, place of custody, custodian organization. The supervisory bank is responsible for ensuring that the fund's assets are registered, deposited, and recorded in a manner that always identifies them as belonging to the fund.

2. Custody of fund assets must ensure:

a) All assets of open-ended funds generated in Vietnam must be deposited with the supervisory bank according to the following principle:

d) In cases where there is a registration of ownership, it must be registered and recorded under the name of the fund, except when the asset must be registered and recorded under the name of the supervisory bank, the sub-custodian, or the fund management company according to relevant laws. Original legal documents confirming the ownership of the fund's assets must be fully deposited with the supervisory bank, except in cases of listed securities or centrally deposited securities.

e) In cases where there is no confirmation document for asset ownership or the asset does not require ownership registration, the supervisory bank is entitled to check the deposit and registration of these assets; monthly reconciliation with the issuer, the registrar of shareholders, the deposit-taking bank, or other organizations to ensure compliance with the provisions of this clause;

b) Settlement of transactions involving listed securities and registered securities trading must comply with the principles of simultaneous delivery of securities and payment and netting settlement principles as prescribed by law. Settlement of other asset transactions must be carried out according to lawful instructions from the fund management company and other relevant laws if applicable. Settlement of securities and asset transactions must correspond to the quantity of securities and match the amount recorded in payment documents;

c) Fulfill all rights and obligations related to the ownership of the fund's assets, complete tax settlement procedures for the fund;

d) Comply with the principles of fund asset custody activities as prescribed by laws on the establishment and management of investment funds.

3. Assets of the fund, whether tangible or intangible, registered under the name of the fund or not, deposited with the supervisory bank and sub-custodians (if any) are assets owned by the fund, not by the supervisory bank or the fund management company. The supervisory bank shall not use the fund's assets to settle its own debts or provide guarantees for third parties.

Article 37. Supervisory Activities of the Supervising Bank

1. The scope of supervision is limited to the activities of the fund management company related to the fund for which the bank performs supervisory functions. In carrying out supervision, the supervising bank must:

a) Coordinate with the fund management company to periodically review internal procedures regarding principles and methods for determining the net asset value of the fund; inspect and supervise the determination of the net asset value of the fund; ensure that the net asset value per unit of the fund is accurate, correct, and in compliance with legal regulations and the fund's charter.

b) Inspect and supervise investment activities and asset transactions of the fund, including non-securities assets registered at the Securities Depository Center; inspect and supervise asset transactions between the fund and the fund management company and related parties. In case of discovering violations of legal provisions, the supervising bank must immediately report to the State Securities Commission and notify the fund management company within twenty-four (24) hours from the time of discovery, while requiring the implementation of corrections or actions to mitigate the consequences of these violations within the prescribed timeframe;

c) Supervise the organization and evaluation of results of mergers, consolidations, dissolutions, and liquidation of fund assets;

d) Supervise and ensure the legality of payments from fund assets for expenses in accordance with legal regulations and the fund's charter;

e) Inspect and supervise other activities of the fund management company in managing fund assets in accordance with the provisions of Article 98 of the Securities Law and the fund's charter.

2. The supervising bank is responsible for establishing and retaining for a period of ten (10) years records and documents in both paper and electronic data file formats to confirm compliance with supervisory activities of the supervising bank towards the fund management company in accordance with legal provisions as stipulated in Appendix 19 issued together with this Circular. These documents must be provided upon written request of the State Securities Commission.

3. The supervising bank is responsible for promptly providing complete and accurate information necessary for the fund management company and approved auditing organizations so that these organizations can fully perform their rights and obligations towards the fund in accordance with legal regulations and the fund's charter.

4. The supervising bank has the right to inspect the fund management company, review, and evaluate the capacity of computer systems and software; require the fund management company to promptly provide asset management processes, internal control, risk management, valuation manuals, investor order receipt and execution processes, and other relevant information on fund asset management operations, so that the supervising bank can fully perform its rights and obligations towards the fund in accordance with legal regulations.

5. The supervising bank may use services provided by auditing companies and other organizations to implement the provisions of Clause 4 of this Article. The supervising bank, organizations, and individuals performing inspection and supervision activities of the fund management company at the request of the supervising bank, have the responsibility to maintain confidentiality in accordance with legal regulations for all information of the fund management company, the fund, and investors. Inspection reports confirmed by relevant parties and attached documents must be provided to the fund representative council and the State Securities Commission upon written request.

6. The supervising bank may provide fund management services to the fund management company. The department providing fund management services at the supervising bank must be separate in terms of personnel and investor electronic database systems from departments performing supervisory functions and other business departments of the supervising bank. In cases where the supervising bank provides fund management services as stipulated in point a of Clause 27 of Article 2 of this Circular, the service-providing department must have staff holding a chief accountant certificate, an auditing certificate, an accounting certificate, or international certificates in the field of accounting such as ACCA (Association of Chartered Certified Accountants) or CPA (Certified Public Accountants).

7. In case the fund management company fails to undertake activities to restore the fund's position within the time frame specified in the Circular guiding the establishment, organization, and operation of the fund management company issued by the Ministry of Finance, the supervising bank is responsible for reporting to the State Securities Commission within seven (07) days from the date the supervising bank sends a notice to the fund management company. In this situation, the supervising bank has the right to only execute legal orders and instructions of the fund management company that do not lead to a violation of legal provisions and other provisions in the fund's charter concerning the fund's investment portfolio structure.

8. In case the fund management company must compensate losses to investors, the supervising bank must cooperate with the fund management company to promptly and fully process payments to investors according to the legal instructions of the fund management company. The supervising bank bears joint liability and must compensate losses to investors and the fund in cases where losses arise due to the supervising bank's failure to fully and promptly fulfill its supervisory responsibilities over the fund's investment activities, net asset value determination, and other supervisory activities towards the fund in accordance with legal provisions. The level of compensation for losses is carried out according to the civil agreement between the fund management company and the supervising bank.

9. The termination of supervisory rights and obligations towards the fund is implemented in accordance with regulations on the establishment and management of securities investment funds.

Article 38. Reporting System of the Supervisory Bank

1. The supervisory bank must submit to the State Securities Commission periodic reports on supervision of funds monthly, quarterly, and annually according to the provisions set out in Appendix 30 attached hereto. The report must evaluate compliance with the fund's charter, securities laws, and the securities market as follows:

a) Assess the compliance of the fund management company in investment and trading activities of the funds;

b) Evaluate the determination of net asset value of the funds, detailing cases where fund assets were incorrectly valued (if any);

c) Evaluate the issuance and distribution of open-ended fund certificates;

d) Any violations (if any) of the fund management company and recommendations for resolution and remediation.

2. The reports must be submitted along with an electronic data file to the State Securities Commission within the following timeframes:

a) Within five (05) days from the end of the month;

b) Within twenty (20) days from the end of the quarter;

c) Within thirty (30) days from the date of the audited annual financial report.

3. The supervisory bank has the obligation to report to the State Securities Commission within twenty-four (24) hours from the time a violation is discovered in the following cases:

a) The fund management company or distributor violates the fund's charter and securities laws and regulations;

b) Losses from asset management activities caused by the fund management company are significant and the costs to resolve the consequences are excessively high.

4. In addition to the reporting requirements stipulated in Clause 1 and Clause 3 of this Article, in necessary cases, the State Securities Commission may require the supervisory bank to submit extraordinary reports on other related activities within its scope of operation concerning the fund.

5. The supervisory bank must report to the State Securities Commission within forty-eight (48) hours from the time it receives the reporting request stipulated in Clause 4 of this Article.

Section 2

DISTRIBUTORS OF FUND CERTIFICATES

Article 39. Registration for Fund Certificate Distribution Activities

1. Conditions for registering as a distributor of open-ended fund certificates:

a) Must be a securities company engaged in brokerage activities, a fund management company, a depository bank, an insurance enterprise, or a commercial bank. In the case of an insurance enterprise or a commercial bank, they must register their fund certificate distribution activities with the State Securities Commission according to the provisions of Clause 3 of this Article;

b) At the time of registration, there must be at least one business location selected as a fund certificate distribution point that meets the requirements stipulated in Clause 2 of this Article;

c) Have a distribution process for fund certificates, including procedures and processes for identifying, updating information, verifying investor and beneficiary information (with minimum content specified in Appendix 33 attached hereto), ethical rules applicable to fund certificate distributors, internal regulations to prevent late trading, market timing, and other manipulative practices according to international standards.

2. The fund certificate distribution points must ensure:

a) They are legitimate business locations of the distributor in accordance with corporate law, including headquarters, branches, transaction offices, representative offices;

b) There must be at least two (02) employees holding a securities broker certificate; or have passed the securities broker certification examination organized by the State Securities Commission; or are individuals who have legally practiced securities abroad and hold a Vietnamese Securities Law and Securities Market Certificate;

c) Have sufficient equipment, facilities, and technical means to serve the distribution of open-ended fund certificates as follows:

- Office equipment and computer systems supporting the distribution of fund certificates and management of investor information. Investor information databases must be stored and managed independently, not shared with other departments;

- A safe system for storing and retaining documents, transaction orders, payment instructions from investors;

- A backup system to ensure uninterrupted receipt and transmission of orders when incidents occur.

3. The registration dossier for becoming a distributor for insurance enterprises and commercial banks includes:

a) An application for registration as a distributor of open-ended fund certificates according to the form prescribed in Appendix 05 issued together with this Circular;

b) Authorization letter from the organization applying for fund certificate distribution activities for its branches, transaction offices, representative offices providing fund certificate distribution services according to the form prescribed in Appendix 06 issued together with this Circular;

c) Certified copies of the establishment and operation licenses of the organization applying for fund certificate distribution activities; certified copies of the establishment and operation licenses of branches, transaction offices, and representative office registration certificates or equivalent documents of fund certificate distribution points;

d) A description of technical facilities and personnel organization at fund certificate distribution points according to the form prescribed in Appendix 08 issued together with this Circular; accompanied by a list and provision of information on personnel with securities broker certificates according to the form prescribed in Appendix 07 issued together with this Circular, certified copies of valid identification cards or passports of these individuals;

e) The operational procedures specified in Point c Clause 1 of this Article;

f) Approval documents or opinions from specialized regulatory agencies allowing the provision of fund certificate distribution services (if any).

4. The registration dossier for becoming a distributor is established in one (01) original copy accompanied by an electronic data file. The original dossier is directly submitted to the one-stop service department of the State Securities Commission or sent through postal mail.

5. Within fifteen (15) days from the date of receiving a complete and valid dossier, the State Securities Commission will issue a registration certificate for fund certificate distribution activities. In case of rejection, the State Securities Commission must provide a written notice specifying the reasons.

6. In the case of supplementing distribution locations for fund certificates, the distribution agent must notify the State Securities Commission at least seven (07) days prior to providing the fund certificate distribution service, accompanied by the documents specified in points a, b, c, and d of Clause 3 of this Article.

7. The distribution agent of fund certificates shall have their registration certificate for distribution activities revoked in the following cases:

a) Voluntarily terminating fund certificate distribution activities;

b) Being revoked of the establishment and operation license and registration certificate for activities;

c) During the course of operations, failing to maintain the conditions for registration of fund certificate distribution activities as stipulated in Clause 1 of this Article; not fully complying with the provisions of Article 40; or violating the provisions on distribution agents as set forth in Article 41 of this Circular;

8. A distribution location terminates its fund certificate distribution activities in the following case:

a) Pursuant to the decision of the distribution agent;

b) The distribution agent ceases operations at the branch, transaction office, or representative office;

c) The distribution location fails to maintain the conditions for registration of fund certificate distribution activities as stipulated in Clause 2 of this Article;

d) The distribution agreement expires.

9. The fund management company is responsible for assessing the physical facilities before selecting agents and distribution locations to provide services to investors. The report on the assessment of physical facilities of the agents and distribution locations must be kept at the headquarters of the fund management company and provided to the competent state management agency upon request. The fund management company must regularly inspect and supervise to ensure that the activities of the distribution agents comply with the law and the terms of the distribution agreements.

10. In the event that the distribution agent terminates operations as prescribed in Clause 7 of this Article, the fund management company has the responsibility to notify investors in advance about replacement agents. In the event that a distribution location terminates operations as prescribed in Clause 8 of this Article, the distribution agent must notify the fund management company and investors in advance, and simultaneously designate a replacement distribution location.

11. The fund management company may distribute open-ended fund certificates managed by itself. In such a case, the company must ensure:

a) The offering and issuance are conducted at the company's main office and other legally authorized business locations. Transactions conducted through the Internet, telephone, fax, or email must comply with regulations on electronic transactions in the securities sector;

b) Fund certificate distribution staff members cannot concurrently work in asset management, investment analysis, or internal control departments.

Article 40. Activities of Distribution Agents

1. The activities of distribution agents include:

a) Collecting complete information about investors and beneficiaries as required by securities laws and regulations on anti-money laundering and counter-terrorism financing;

b) Receiving and transferring individual investor trading orders to the fund management company and related service providers in a full, timely, and accurate manner. The distribution agent shall not aggregate or offset trading orders, nor directly receive money or settle fund certificate transactions for investors;

c) Assisting investors in completing procedures to change information in the primary record, confirming ownership of fund units, and transferring ownership according to the provisions of this Circular;

d) Maintaining continuous and unobstructed communication channels with investors, ensuring accurate, comprehensive, and timely updates of all information and answering investors' queries about the offered fund products; compiling and summarizing account statements, confirming transactions upon investor requests; providing investors with prospectuses, summary prospectuses, fund financial reports, meeting documents, and other information; implementing reporting and disclosure requirements pursuant to the fund management company's authorization;

e) Supporting the fund management company or related service providers in organizing investor meetings; accepting mandates to attend and exercise voting rights based on written instructions from investors;

f) Compiling and storing detailed information about investors and their transactions. Providing this information to the fund management company, related service providers, and the State Securities Commission upon request of these organizations.

2. Activities of the nominee agent:

a) Performing the distribution agent functions specified in Clause 1 of this Article for investors who trade on nominee accounts;

b) Establishing and managing sub-ledgers for investors trading on nominee accounts; setting up and managing sub-accounts; updating and providing complete information about investors, including ownership and transaction information, to the fund management company or related service providers;

c) Executing trading orders for nominee accounts based on aggregated orders from investors, ensuring that purchase orders are fully executed and sale orders are allocated fairly, and that settlements are made in accordance with the law;

d) Performing all functions, duties, and activities of distribution agents as prescribed in this Circular.

3. The functions of the nominee agent must be fully stated in the prospectus and summary prospectus. The nominee agent must comply with the following provisions:

a) Assets on nominee accounts belong to the investors, not the nominee agent, and are recorded in the sub-ledger. These investors enjoy all legitimate rights and benefits corresponding to the number of fund units held on the nominee account. Investors have the right to request the nominee agent to transfer ownership of the fund units on the nominee account to their own account (if applicable);

b) The nominee agent must manage separately the funds and assets of each investor; manage separately the funds and assets of investors from its own funds and assets. If the nominee agent wishes to trade fund certificates for itself, it must open an independent fund certificate trading account separate from the nominee account, as provided for in point a, Clause 1, Article 9 of this Circular;

c) The nominee agent shall not use the funds and assets of investors in any form; shall not deposit, withdraw, transfer, or conduct transactions related to the assets of investors on the nominee account; shall not accept authorization from investors to transfer funds and assets between sub-accounts of investors. Transactions related to the assets of investors may only be carried out if they comply with the provisions of the law and pursuant to lawful instructions and written directives of the investors;

d) The nominee agent must open a transaction settlement account for fund certificate trading in accordance with Clause 23, Article 2 of this Circular at the supervisory bank to receive and pay money for investors' fund certificate transactions. The nominee agent can only use this account to settle fund certificate transactions for investors or refund the correct investor who made the transfer if requested. The supervisory bank, service providers, fund management company, and nominee agent must jointly establish a system or mechanism to regularly monitor and reconcile activities of this account to ensure:

- Accurate tracking at all times of the balance (if any) of each investor on this account and provide complete, timely, and accurate information about the balance (if any) upon written request of the investor or competent state management agency;

- Investor funds (if any) shall not be misused or used without written authorization from the investor. In case of discovering any violation of this provision, the supervisory bank, fund management company, and related service providers shall have the responsibility to report to the Securities Commission and notify the investor within twenty-four hours;

e) Within three (03) days from the date of receiving payments from the fund or participating investors, the nominee agent must complete the payment to investors according to lawful instructions of the fund management company or supervisory bank, or pay to the fund according to the investor's directive.

Điều 41. Quy định chung về nghiệp vụ phân phối chứng chỉ quỹ

1. Đại lý phân phối, nhân viên phân phối phải tự nguyện, công bằng, trung thực đối với nhà đầu tư, cung cấp đầy đủ, kịp thời mọi thông tin chính xác để nhà đầu tư tự đưa ra quyết định đầu tư. Các thông tin, dữ liệu, dự báo kinh tế cung cấp cho nhà đầu tư phải dựa trên những sự kiện có thực và kèm theo các tài liệu dẫn chiếu do các tổ chức kinh tế tài chính chuyên nghiệp phát hành và đã được công bố công khai. Nhân viên phân phối chứng chỉ quỹ không được cung cấp các thông tin chưa được kiểm chứng, tin đồn, thông tin sai lệch cho nhà đầu tư.

2. Nhân viên phân phối chỉ chào bán chứng chỉ quỹ sau khi nhà đầu tư đã được cung cấp đầy đủ điều lệ quỹ, bản cáo bạch, bản cáo bạch tóm tắt, hợp đồng dẫn chiếu trong bản cáo bạch, các báo cáo mới nhất về hoạt động của quỹ. Nhân viên phân phối phải giải thích cho nhà đầu tư hiểu được các nội dung tại điều lệ quỹ và bản cáo bạch đặc biệt là mục tiêu và chính sách đầu tư của quỹ, chiến lược đầu tư của quỹ để đạt được mục tiêu đầu tư, đặc tính về lợi nhuận và rủi ro, chính sách phân phối lợi nhuận, thuế, phí, lệ phí và các chi phí khác; cơ chế giao dịch chứng chỉ quỹ.

3. Nhân viên phân phối phải cung cấp đầy đủ, chính xác và kịp thời cho nhà đầu tư mọi thông tin về kết quả hoạt động của quỹ với hàm ý các kết quả hoạt động trước đó chỉ mang tính tham khảo và có thể thay đổi tùy vào tình hình thị trường

4. Nhân viên phân phối không được cung cấp thông tin sai sự thật, khuyếch đại sự thật, dễ gây hiểu nhầm, cung cấp không đầy đủ thông tin, đưa ra các dự báo để dụ dỗ hay mời chào nhà đầu tư mua chứng chỉ quỹ, không gây hiểu nhầm về các đặc tính lợi nhuận và rủi ro của chứng chỉ quỹ đó. Khi so sánh với các sản phẩm quỹ mở khác, phải chỉ rõ những khác biệt giữa các quỹ để nhà đầu tư lựa chọn. Không được trực tiếp, gián tiếp thực hiện các hành vi nhằm lôi kéo, xúi giục nhà đầu tư mua chứng chỉ quỹ có mức độ rủi ro cao trong trường hợp nhà đầu tư chưa hiểu hết về các rủi ro tiềm ẩn khi đầu tư vào quỹ, hoặc các quỹ đó không phù hợp với mục tiêu đầu tư và năng lực tài chính của nhà đầu tư.

5. Đại lý phân phối, nhân viên phân phối có trách nhiệm bảo mật các thông tin về nhà đầu tư, thông tin về giao dịch của nhà đầu tư, không được sử dụng các thông tin đó với bất kỳ mục đích gì, trừ trường hợp được nhà đầu tư đồng ý hoặc theo yêu cầu của cơ quan quản lý nhà nước có thẩm quyền.

6. Đại lý phân phối không được chiết khấu, giảm giá giao dịch chứng chỉ quỹ dưới bất kỳ hình thức nào; không được tặng quà, sử dụng lợi ích vật chất hay tài chính dưới mọi hình thức để mời chào, dụ dỗ nhà đầu tư mua chứng chỉ quỹ; không được yêu cầu, đòi hỏi hoặc tiếp nhận dưới danh nghĩa cá nhân hoặc danh nghĩa tổ chức, từ công ty quản lý quỹ bất kỳ khoản thù lao, lợi nhuận, lợi ích nào để mời chào nhà đầu tư mua chứng chỉ quỹ, ngoài các mức phí đã được công bố tại các bản cáo bạch và tại các hợp đồng phân phối ký với công ty quản lý quỹ.

7. Đại lý phân phối không được phân phối chứng chỉ quỹ tại các địa điểm kinh doanh chưa đăng ký hoạt động hoặc được cấp phép hoạt động theo quy định của pháp luật hoặc chưa thông báo với Ủy ban Chứng khoán Nhà nước. Đại lý phân phối phải hoàn toàn chịu trách nhiệm về hoạt động của các địa điểm phân phối chứng chỉ quỹ, nhân viên phân phối chứng chỉ quỹ khi phân phối chứng chỉ quỹ cho nhà đầu tư.

8. Công ty quản lý quỹ, đại lý phân phối hàng năm phải tổ chức đào tạo, tập huấn nhằm nâng cao trình độ, kiến thức cho đội ngũ nhân viên phân phối chứng chỉ quỹ. Thông tin về hoạt động đào tạo trong năm của công ty quản lý quỹ và đại lý phân phối phải được gửi kèm trong báo cáo hoạt động hàng năm của công ty quản lý quỹ.

Chương VI

THÔNG TIN CHO NHÀ ĐẦU TƯ

Mục 1

THÔNG TIN, QUẢNG CÁO, GIỚI THIỆU QUỸ MỞ

Điều 42. Quy định về thông tin, quảng cáo, giới thiệu quỹ

1. Công ty quản lý quỹ được quảng cáo, cung cấp thông tin và giới thiệu về quỹ qua các phương tiện thông tin đại chúng; phương tiện truyền tin; các loại xuất bản, ấn phẩm; các loại bảng, biển, pa-nô, áp phích, vật thể cố định, các phương tiện giao thông hoặc các vật thể di động và các phương tiện thương mại khác.

2. Công ty quản lý quỹ, tổ chức, cá nhân có liên quan không được quảng cáo, thông tin, giới thiệu các quỹ chưa được cấp Giấy chứng nhận thành lập quỹ, hoặc quỹ đã chấm dứt hoạt động, trừ trường hợp đó là các hội thảo giới thiệu quỹ cho cán bộ của cơ quan quản lý nhà nước có thẩm quyền.

3. Tiếng nói và chữ viết dùng trong thông tin, quảng cáo và giới thiệu quỹ trên lãnh thổ nước Cộng hòa Xã hội Chủ nghĩa Việt Nam là tiếng Việt, trừ trường hợp từ ngữ đã được quốc tế hoá hoặc thương hiệu, từ ngữ không thay thế được bằng tiếng Việt. Ngôn ngữ trình bày dễ hiểu, không đa nghĩa, không gây hiểu nhầm. Các khái niệm, thuật ngữ chuyên môn phải được giải thích và phải được sử dụng ở mức độ hạn chế tối đa. Cỡ chữ bé nhất phải đủ lớn để có thể nhìn thấy trong điều kiện bình thường nhưng không được bé hơn cỡ chữ mười hai (12).

4. Tài liệu quảng cáo, giới thiệu quỹ có nội dung rõ ràng, không gây hiểu nhầm chứng chỉ quỹ là chứng chỉ tiền gửi, công cụ chuyển nhượng hoặc giấy tờ có giá theo quy định trong lĩnh vực ngân hàng, hoặc các công cụ tài chính mà có thu nhập cố định hoặc lợi nhuận đạt được trên khoản đầu tư được bảo đảm. Tài liệu quảng cáo, giới thiệu quỹ không được bao hàm các nhận định khiến nhà đầu tư hiểu nhầm là giá trị khoản đầu tư luôn luôn gia tăng, cam kết hoặc dự báo về kết quả đầu tư trong tương lai của quỹ. Quy định tại khoản này không áp dụng trong trường hợp quỹ mở đầu tư hoàn toàn vào trái phiếu, các chứng khoán có thu nhập cố định, quỹ bảo toàn vốn.

5. Trường hợp công ty quản lý quỹ áp dụng các kỹ thuật giao dịch, chiến thuật quản lý tài sản đặc biệt khiến cho giá trị tài sản ròng của quỹ có thể biến động mạnh, bất thường thì tài liệu thông tin quảng cáo, bao gồm cả bản cáo bạch, phải nêu rõ nguyên nhân và giải thích rõ về các kỹ thuật, chiến thuật đó.

6. Công ty quản lý quỹ, tổ chức và cá nhân có liên quan không được so sánh với ý đồ quảng cáo, bảo đảm chắc chắn kết quả đầu tư của quỹ là tốt hơn quỹ khác, danh mục tham chiếu công bố tại bản cáo bạch hay các chỉ số kinh tế khác. Việc so sánh phải tuân thủ các nguyên tắc sau:

a) Nội dung so sánh phải bao hàm cả sự không chắc chắn của kết quả đầu tư, hàm ý kết quả so sánh có thể thay đổi tùy vào tình hình thị trường;

b) Phải được thực hiện một cách trung thực, hợp lý và chính xác dựa trên các kết quả hoạt động thực tế trong cùng một giai đoạn. Kết quả so sánh phải được đánh giá khách quan bởi một bên thứ ba theo quy định tại khoản 7 Điều này.

7. Khi sử dụng các ý kiến đánh giá, nhận xét của bên thứ ba hoặc kết quả bình chọn, xếp hạng kết quả hoạt động để quảng cáo, giới thiệu quỹ thì phải bảo đảm:

a) Ý kiến đánh giá, nhận xét hoặc kết quả bình chọn, xếp hạng phải đáng tin cậy, khách quan, dựa trên sự so sánh kết quả hoạt động, dữ liệu và sự kiện có thật;

b) Ý kiến đánh giá, nhận xét, hoặc kết quả bình chọn, xếp hạng phải được công bố công khai hoặc thực hiện công khai bởi tổ chức cung cấp dịch vụ thông tin tài chính và thống kê đã được công nhận;

c) Tài liệu quảng cáo, giới thiệu quỹ khi trích dẫn nội dung ý kiến đánh giá, nhận xét phải nêu rõ nguồn tham chiếu bao gồm tên tài liệu, tên tổ chức xuất bản, thời gian xuất bản để nhà đầu tư có thể kiểm chứng được;

d) Kết quả bình chọn, xếp hạng chỉ được sử dụng để quảng cáo, giới thiệu về quỹ trong thời gian không quá một (01) năm kể từ ngày quỹ được bình chọn, xếp hạng hoặc nhận giải thưởng;

e) Kết quả bình chọn, xếp hạng phải được thực hiện trên cơ sở so sánh kết quả hoạt động của tối thiểu năm (05) quỹ có cùng mục tiêu đầu tư hoặc trong cùng nhóm các quỹ có cơ cấu danh mục tương đối giống nhau, trong khoảng thời gian so sánh không ngắn hơn một (01) năm.

8. Thông tin, quảng cáo, giới thiệu quỹ nếu có nội dung đề cập tới các cơ quan quản lý nhà nước thì phải thể hiện rõ các cơ quan này chỉ xác nhận tính hợp pháp trong quá trình thành lập và hoạt động của quỹ, không hàm ý bảo đảm về nội dung thông tin, quảng cáo, cũng như mục tiêu, chiến lược đầu tư của quỹ, không bảo đảm về tài sản của quỹ, giá trị đơn vị quỹ, khả năng sinh lời và mức rủi ro của quỹ. Tài liệu quảng cáo, giới thiệu quỹ không được sử dụng danh nghĩa, biểu tượng, hình ảnh, địa vị, uy tín, thư tín của các cơ quan quản lý nhà nước, cán bộ, công chức của các cơ quan quản lý nhà nước, thư cảm ơn của nhà đầu tư để quảng cáo, giới thiệu quỹ, chào mời mua chứng chỉ quỹ.

9. Nội dung thông tin, quảng cáo, giới thiệu quỹ phải trung thực, khách quan, chính xác, rõ ràng, không gây hiểu nhầm. Các thông tin phải được cập nhật tới thời điểm gần nhất. Công ty quản lý quỹ và các tổ chức, cá nhân có liên quan phải chịu trách nhiệm về nội dung, tính pháp lý những thông tin đã cung cấp trong các hoạt động thông tin, quảng cáo, giới thiệu chứng chỉ quỹ của mình.

10. Tối thiểu mười lăm (15) ngày trước khi quảng cáo, giới thiệu quỹ ra công chúng, công ty quản lý quỹ phải báo cáo Ủy ban Chứng khoán Nhà nước về thời điểm bắt đầu quảng cáo kèm theo:

a) Một bộ tài liệu quảng cáo giới thiệu sản phẩm. Trường hợp là chương trình trên phát thanh, truyền hình thì phải gửi kịch bản, băng hình, băng tiếng. Kịch bản phải mô tả rõ phần hình ảnh, phần lời, phần nhạc;

b) Trường hợp trong tài liệu có các nội dung so sánh kết quả hoạt động với các chỉ số, với các quỹ khác, ý kiến đánh giá, nhận xét, hoặc các giải thưởng, xếp hạng bình chọn thì phải gửi kèm theo các tài liệu phát hành bởi các tổ chức cung cấp dịch vụ đánh giá chuyên nghiệp được chấp nhận.

Điều 43. Khuyến cáo

1. Tài liệu thông tin, quảng cáo, giới thiệu quỹ phải có các khuyến cáo như sau:

a) Nhà đầu tư cần đọc kỹ bản cáo bạch trước khi mua chứng chỉ quỹ và nên chú ý tới các khoản phí, lệ phí khi giao dịch chứng chỉ quỹ;

b) Giá giao dịch chứng chỉ quỹ có thể thay đổi tùy vào tình hình thị trường và nhà đầu tư có thể chịu thiệt hại về số vốn đầu tư vào quỹ;

c) Các thông tin về kết quả hoạt động của quỹ trước đây (nếu có) chỉ mang tính tham khảo và không có nghĩa là việc đầu tư sẽ sinh lời cho nhà đầu tư.

2. Tài liệu thông tin, quảng cáo, giới thiệu quỹ phải khuyến cáo nhà đầu tư về các loại hình rủi ro khi đầu tư vào quỹ.

3. Nội dung các khuyến cáo cần phải được in đậm nét, rõ ràng với kích cỡ chữ không nhỏ hơn các nội dung khác tại ấn phẩm thông tin, quảng cáo.

Mục 2

CUNG CẤP THÔNG TIN

Điều 44. Cung cấp tài liệu, thông tin cho nhà đầu tư

1. Công ty quản lý quỹ định kỳ hàng tháng, quý, năm phải gửi nhà đầu tư thống kê giao dịch, số dư trên tài khoản, tiểu khoản và báo cáo về thay đổi giá trị tài sản ròng của quỹ theo mẫu tại phụ lục số 25, 26 ban hành kèm theo Thông tư này. Đối với nhà đầu tư giao dịch trên tài khoản ký danh, công ty quản lý quỹ gửi thống kê giao dịch, số dư trên tiểu khoản theo yêu cầu bằng văn bản của nhà đầu tư. Thời hạn cung cấp thông tin không quá năm (05) ngày, kể từ ngày nhận được văn bản của nhà đầu tư.

2. Công ty quản lý quỹ phải công bố hoặc cung cấp cho nhà đầu tư:

a) Bản cáo bạch, bản cáo bạch tóm tắt; báo cáo tài chính bán niên, báo cáo tài chính năm đã kiểm toán;

b) Báo cáo tổng kết về hoạt động quản lý quỹ, bán niên và cả năm, bao gồm các nội dung cơ bản quy định tại phụ lục số 28 ban hành kèm theo Thông tư này;

c) Báo cáo thống kê về phí giao dịch trong hoạt động đầu tư của quỹ, bán niên và cả năm, theo mẫu quy định tại phụ lục số 27 ban hành kèm theo Thông tư này;

d) Báo cáo về hoạt động của quỹ, bán niên và cả năm, theo mẫu quy định tại phụ lục số 34 ban hành kèm theo Thông tư này.

3. Các tài liệu quy định tại khoản 2 Điều này phải được cung cấp miễn phí cho nhà đầu tư trên trang thông tin điện tử (website) của công ty quản lý quỹ, hoặc gửi trực tiếp qua thư điện tử cho nhà đầu tư hoặc các hình thức khác quy định tại điều lệ quỹ, bản cáo bạch. Thời hạn công bố không muộn quá ba mươi (30) ngày, kể từ ngày kết thúc nửa năm tài chính; và không muộn quá chín mươi (90) ngày, kể từ ngày kết thúc năm tài chính. Nhà đầu tư có thể từ chối tiếp nhận các tài liệu quy định tại khoản 2 Điều này.

4. Trường hợp nhà đầu tư có yêu cầu, công ty quản lý quỹ phải cung cấp quy trình quản trị rủi ro, nêu rõ các hạn chế đầu tư, phương pháp phòng ngừa và quản lý rủi ro sử dụng để quản lý tài sản của quỹ.

Điều 45. Chế độ báo cáo, lưu trữ hồ sơ, quản lý thông tin

1. Công ty quản lý quỹ phải gửi Ủy ban Chứng khoán Nhà nước:

a) Báo cáo về hoạt động đầu tư của quỹ, định kỳ hàng tháng, bán niên và cả năm theo mẫu, quy định tại phụ lục số 34 ban hành kèm theo Thông tư này;

b) Báo cáo tổng kết hoạt động quản lý quỹ, bán niên và cả năm, bao gồm các nội dung theo mẫu quy định tại phụ lục số 28 ban hành kèm theo Thông tư này;

c) Báo cáo về các giao dịch tài sản của quỹ theo quy định tại Điều 16 Thông tư này, định kỳ hàng tháng, quý, năm, theo mẫu quy định tại phụ lục số 31 ban hành kèm theo Thông tư này;

d) Báo cáo thống kê về phí giao dịch trong hoạt động đầu tư của quỹ, bán niên và hàng năm, theo mẫu quy định tại phụ lục số 27 ban hành kèm theo Thông tư này;

2. Báo cáo phải được gửi kèm theo tệp dữ liệu điện tử trong vòng năm (05) ngày kể từ ngày kết thúc tháng, trong vòng mười lăm (15) ngày, kể từ ngày kết thúc quý; trong vòng ba mươi (30) ngày kể từ ngày kết thúc nửa năm tài chính; và trong vòng chín mươi (90) ngày kể từ ngày kết thúc năm tài chính của quỹ.

3. Công ty quản lý quỹ, ngân hàng giám sát phải lưu trữ toàn bộ tài liệu chứng từ về hoạt động đầu tư của quỹ theo quy định về tổ chức và hoạt động công ty quản lý quỹ.

4. Công ty quản lý quỹ, ngân hàng giám sát, đại lý phân phối, tổ chức cung cấp dịch vụ có liên quan, tổ chức kiểm toán, ban đại diện quỹ và các tổ chức, cá nhân liên quan có trách nhiệm bảo mật thông tin về hoạt động của quỹ, thông tin về nhà đầu tư, không tiết lộ cho bất kỳ bên thứ ba, ngoại trừ theo yêu cầu bằng văn bản của cơ quan nhà nước có thẩm quyền.

Chương VII

TỔ CHỨC THỰC HIỆN

Điều 46. Chuyển đổi quỹ đóng thành quỹ mở

1. Quỹ đóng thành lập trước thời điểm Thông tư này có hiệu lực thi hành, được chuyển đổi thành quỹ mở khi đáp ứng các điều kiện sau:

a) Có giá trị tài sản ròng tại thời điểm nộp hồ sơ đề nghị chuyển đổi quỹ đạt tối thiểu năm mươi (50) tỷ đồng;

b) Danh mục đầu tư chỉ bao gồm cổ phiếu niêm yết, đăng ký giao dịch tại các Sở Giao dịch Chứng khoán, tiền và các khoản tương đương tiền với tỷ lệ hạn chế đầu tư đáp ứng quy định liên quan tại Điều 15, Điều 16 Thông tư này;

c) Có phương án chuyển đổi quỹ đã được đại hội nhà đầu tư thông qua. Nghị quyết của đại hội nhà đầu tư phải được số nhà đầu tư đại diện cho ít nhất bảy mươi lăm phần trăm (75%) tổng số đơn vị quỹ đang lưu hành thông qua.

2. Công ty quản lý quỹ phải tổ chức lấy ý kiến đại hội nhà đầu tư về việc chuyển đổi quỹ. Tối thiểu mười lăm (15) ngày trước ngày họp đại hội nhà đầu tư, công ty quản lý quỹ phải cung cấp cho nhà đầu tư các tài liệu liên quan tới việc chuyển đổi quỹ, bao gồm:

a) Phương án chuyển đổi, trong đó nêu rõ chi phí cho việc chuyển đổi;

b) Các báo cáo tài chính năm đã được kiểm toán và báo cáo tài chính đã được kiểm toán tới quý gần nhất.

3. Trong thời hạn bảy (07) ngày, kể từ ngày chứng chỉ quỹ hủy niêm yết hoặc tạm ngừng giao dịch để thực hiện chuyển đổi, công ty quản lý quỹ phải hoàn tất thủ tục, hồ sơ đề nghị Ủy ban Chứng khoán Nhà nước điều chỉnh giấy chứng nhận đăng ký lập quỹ cho quỹ mới. Hồ sơ bao gồm các tài liệu sau:

a) Giấy đề nghị điều chỉnh giấy chứng nhận đăng ký lập quỹ theo mẫu tại phụ lục số 14 ban hành kèm theo Thông tư này; kèm theo bản gốc của giấy chứng nhận đăng ký lập quỹ của quỹ thực hiện chuyển đổi;

b) Biên bản họp và nghị quyết của đại hội nhà đầu tư về chuyển đổi quỹ kèm theo phương án chuyển đổi đã được đại hội nhà đầu tư thông qua;

c) Xác nhận của ngân hàng giám sát và tổ chức kiểm toán về danh mục đầu tư; giá trị tài sản ròng của quỹ tại ngày giao dịch cuối cùng; giá trị tài sản ròng trên một đơn vị quỹ tại ngày giao dịch cuối cùng theo mẫu báo cáo về tài sản và danh mục đầu tư của quỹ tại phụ lục số 34 ban hành kèm theo Thông tư này;

d) Công văn chấp thuận hủy niêm yết hoặc tạm ngừng giao dịch chứng chỉ quỹ của Sở Giao dịch Chứng khoán;

e) Các tài liệu khác theo quy định tại điểm b, c, d, e, f khoản 1 Điều 4 Thông tư này.

4. Trong thời hạn mười lăm (15) ngày, kể từ ngày nhận được đầy đủ bộ hồ sơ theo quy định tại khoản 3 Điều này, Ủy ban Chứng khoán Nhà nước điều chỉnh giấy chứng nhận đăng ký lập quỹ. Ngày chuyển đổi quỹ là ngày giấy chứng nhận đăng ký lập quỹ điều chỉnh có hiệu lực.

5. Trong thời hạn ba (03) ngày, kể từ ngày chuyển đổi, công ty quản lý quỹ hoặc tổ chức cung cấp dịch vụ có liên quan thông báo tới nhà đầu tư với các nội dung sau:

a) Ngày chuyển đổi;

b) Giá trị tài sản ròng tại ngày chuyển đổi;

c) Danh sách đại lý phân phối, tổ chức cung cấp các dịch vụ liên quan (nếu có), ngân hàng giám sát, ngân hàng lưu ký (nếu có);

d) Thời gian bắt đầu giao dịch chứng chỉ quỹ mở;

e) Xác nhận số lượng đơn vị quỹ của nhà đầu tư; số tài khoản giao dịch chứng chỉ quỹ hoặc tiểu khoản giao dịch chứng chỉ quỹ;

f) Quy trình thực hiện giao dịch chứng chỉ quỹ.

6. Trong thời hạn mười lăm (15) ngày, kể từ ngày chuyển đổi, công ty quản lý quỹ, ngân hàng giám sát, tổ chức cung cấp dịch vụ có liên quan (nếu có), Trung tâm Lưu ký Chứng khoán, đại lý phân phối và các tổ chức khác nếu có liên quan phối hợp hoàn tất việc lập sổ chính, sổ phụ, và điều chỉnh thông tin đăng ký sở hữu tài sản của quỹ theo quy định của pháp luật.

7. Quỹ chuyển đổi kế thừa toàn bộ các quyền, nghĩa vụ, lợi ích hợp pháp của quỹ thực hiện chuyển đổi. Nhà đầu tư không phải trả phí khi thực hiện chuyển đổi.

Điều 47. Tổ chức thực hiện

1. Thông tư này có hiệu lực kể từ ngày 01/03/2012.

2. Uỷ ban Chứng khoán Nhà nước, các công ty quản lý quỹ, ngân hàng giám sát, đại lý phân phối, tổ chức cung cấp dịch vụ liên quan và các tổ chức, cá nhân có liên quan đến hoạt động quản lý quỹ mở có trách nhiệm tổ chức thực hiện.

3. Việc sửa đổi, bổ sung Thông tư này do Bộ trưởng Bộ Tài chính quyết định./.