CIRCULAR

Guidelines for Establishing and Managing Closed-end Funds and Member Funds

Pursuant to the Securities Law dated June 29, 2006;

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

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012 of the Government detailing and guiding the implementation of certain provisions of the Securities Law and the Law Amending and Supplementing Certain Provisions of the Securities Law;

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;

At the proposal of the Chairman of the State Securities Commission;

The Minister of Finance issues this Circular guiding the establishment and management of closed-end funds and member funds.

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

Article 1. This Circular stipulates the raising of capital, establishment, management, and supervision of activities of closed-end funds (excluding real estate investment funds) and member funds within the territory of the Socialist Republic of Vietnam.

2. The subjects to which this Circular applies include:

a) Fund management companies, depository banks, supervisory banks;

b) The Securities Depository Center;

c) The Stock Exchange;

d) The fund board, members of the fund board, and investors of the fund;

đ) Organizations and individuals related to the matter;

Article 2. Definitions

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

1. Certified copy is a certified copy in accordance with the provisions of the law.

2. Fund certificate is a type of security that confirms the ownership rights of an investor over a portion of the fund's capital contribution.

3. Distributor of closed-end fund certificates (hereinafter referred to as the distributor) is a securities company or a fund management company.

4. Liquidation Value of a share is determined by dividing the net asset value of the issuer by the total number of shares outstanding.

5. Individual dossier includes the information provision form according to the model prescribed in Appendix 19 attached hereto, a certified copy of the identity card, passport still valid, or other legally recognized personal certification.

6. is a dossier containing all required documents with complete and accurate declarations in accordance with the law. is a dossier containing all required documents as prescribed in this Circular and having contents fully declared in accordance with the provisions of the law.

7. MERGE fund is a form where two or more closed-end funds or member funds (hereinafter referred to as the merged funds) merge into a new closed-end fund or member fund (hereinafter referred to as the merged fund) by transferring all assets, legitimate rights and interests, debts, and obligations to the merged fund, while simultaneously ceasing the existence of the merged funds.

8. Valuation Date is the date set by the fund management company to determine the net asset value of the fund.

9. Fund Manager is a fund manager designated by the fund management company to manage and direct the investment activities of the fund.

10. Group of companies with ownership relationships is a parent company, subsidiary, joint venture, associated company.

11. Merger fund is a form where two or more closed-end funds or member funds (hereinafter referred to as the merged funds) merge into a closed-end fund or a member fund (hereinafter referred to as the receiving fund) by transferring all assets, legitimate rights and interests, debts, and obligations to the receiving fund, while simultaneously ceasing the existence of the merged funds.

12. Registered capital of the fund is the amount of capital contributions from investors recorded in the fund's charter.

13. Independent member of the fund board is a member who is not related to the fund management company or the supervisory bank as prescribed in Clause 4, Article 15 of this Circular.

14. Securities business organization is a securities company, a fund management company, or a branch in Vietnam of a foreign fund management company.

Article 3. General Provisions on Closed-end Funds and Member Funds

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

a) The phrase "investment fund";

b) A specific name suitable for the fund's objectives, policies, and investment asset structure.

2. State agencies and units of the People's Armed Forces of Vietnam shall not participate in contributing capital to establish a fund or purchase fund certificates. Participation in contributing capital to establish a fund or purchasing fund certificates by credit institutions, insurance companies, securities business organizations, and state-owned joint-stock companies with a single shareholder shall be carried out in accordance with the relevant specialized laws.

3. In cases where the fund's charter provides for foreign investors to own more than 49% of the registered capital, the fund shall register for trading securities codes and be subject to the provisions of the law regarding restrictions on foreign ownership.

4. Information about the fund's activities as prescribed in this Circular shall be disclosed through the following mass media channels:

a) On the website of the fund management company. If deemed necessary, the fund management company shall disclose information simultaneously on the websites of the supervisory bank, depositary bank, and distributors;

b) Mass media of the Securities Depository Center and the Stock Exchange (for closed-end funds).

c) Other mass media as prescribed by laws on the disclosure of information in the securities market.

5. The initial charter of the fund established by the fund management company shall be based on the model prescribed in Appendix 11 attached hereto. Investors registering to purchase fund certificates are deemed to have approved this charter. In case of amending or supplementing the charter already issued, the fund management company must seek the opinion of the investors' general meeting. If the charter allows it, the fund management company can correct grammatical, spelling, and punctuation errors without affecting the content of the charter without seeking the opinion of the investors' general meeting. After amending or supplementing the charter, the fund management company must notify investors of the amended and supplemented contents.

6. The fund management company must prepare and provide investors with a prospectus and a summary prospectus, containing all information according to the models prescribed in Appendices 13 and 14 attached hereto. The prospectus and summary prospectus must be updated when significant information arises or is updated periodically according to the frequency prescribed in the charter. The prospectus and summary prospectus must be presented clearly, minimize the use of technical terms, be published on the fund management company's website, and provided free of charge to investors upon request.

7. The assets of the fund belong to participating investors holding corresponding fund certificates in proportion to their capital contributions, and are not the assets of the fund management company, supervisory bank, or depositary bank. The fund management company may only use the fund's assets to settle the fund's payment obligations and may not use them to settle or guarantee the payment obligations or debts of another entity or individual under any circumstances.

Chapter II

CLOSED-END FUNDS

Section 1. PUBLIC OFFER, ESTABLISHMENT OF CLOSED-END FUNDS

Article 4. Registration for Public Offering of Closed-End Fund Certificates, Registration for Additional Issuance of Closed-End Fund Certificates

1. The public offering and issuance of closed-end fund certificates includes the initial public offering to raise funds for establishing the fund and additional issuance to increase capital.

2. The initial offering of fund certificates to the public must be registered with the State Securities Commission by the fund management company and comply with the following provisions:

a) The provisions set forth in Clause 3, Article 12 of the Securities Law;

b) The fund management company must have sufficient capital in accordance with the laws on the establishment, organization, and operation of fund management companies; it shall not be placed under operational control, special control, temporary suspension of operations, cessation of operations, or undergoing merger, consolidation, dissolution, or bankruptcy proceedings;

c) The fund management company shall not be in a state of being penalized for violations in the securities sector without fully implementing the sanctions and remedying the consequences according to the decision of the competent state agency.

3. The additional issuance of closed-end fund certificates must be registered by the fund management company with the State Securities Commission and comply with the following provisions:

a) Meeting the conditions stipulated in Clause 1 and Clause 2 of Article 94 of the Securities Law;

b) There must be an issuance plan and use of capital that has been approved by the most recent shareholders' meeting. The approved plan must include the following contents:

- Information on the subscription ratio; principles and methods for determining the issuance price; the degree of dilution of the expected closed-end fund certificates after issuance; the method for determining the issuance price; the successful issuance ratio or the minimum amount of money to be raised in the issuance round and the handling plan in case the successful issuance ratio is not reached or the minimum amount of money is not collected as planned; criteria for selecting investors for the offer and the method for determining the conditions for the offer in case the number of additional closed-end fund certificates to be issued is not fully distributed;

- Information on the capital usage plan; objectives, plans, and disbursement schedules (if applicable);

c) The issuance documents, issuance time, specific issuance price, criteria for determining and the target audience for the offer in case the number of subscription rights for closed-end fund certificates is not fully distributed must be approved by the fund board;

d) Only existing fund investors may be issued through the issuance of subscription rights for closed-end fund certificates. Subscription rights for closed-end fund certificates are permitted to be transferred. In case existing investors do not exercise their subscription rights, the fund management company may offer them to other investors.

4. The registration documents for the initial public offering of closed-end fund certificates include:

a) A public offering registration form for closed-end fund certificates according to the model prescribed in Appendix No. 01 issued together with this Circular;

b) Fund Charter;

c) The prospectus and the summary prospectus;

d) The principle agreement on custody and supervision activities between the supervisory bank and the fund management company;

đ) Principle Agreement on Distribution of Fund Certificates between the fund management company and distributors;

e) A list attached to the individual file, copies of the fund management certificates of at least two (02) fund managers;

g) Issuer Guarantee Commitment (if any).

5. The registration documents for additional issuance of closed-end fund certificates include:

a) Documents as stipulated in points a, b, and c of Clause 4 of this Article, in which the fund charter must provide for the increase in fund capital;

b) Minutes and resolutions of the shareholders' meeting approving the additional issuance of closed-end fund certificates to increase the fund's capital, approving the issuance plan and use of capital; minutes and resolutions of the fund board approving the registration offer documents and the contents specified in point c of Clause 3 of this Article;

c) Annual financial statements of the year immediately preceding the year in which additional issuance of closed-end fund certificates is requested, audited by an approved auditing organization, ensuring that the fund's profit in that year must be positive.

6. The registration documents for the initial public offering of closed-end fund certificates and additional issuance of closed-end fund certificates as stipulated in Clauses 4 and 5 of this Article shall be established in one (01) original set accompanied by an electronic data file. The original set of documents shall be directly submitted to the State Securities Commission or sent via postal service.

7. The fund management company shall be responsible for ensuring that the information in the documents is accurate, truthful, does not cause misunderstanding, and contains all important contents affecting the investor's decision. During the period when the documents are being reviewed, the fund management company has the obligation to update, amend, and supplement the documents if inaccurate information is discovered, significant new information arises, or important information is omitted, or if it deems necessary to explain issues that may cause misunderstanding. Any amended or supplemented document must bear the signature of those who signed the registration offer documents or of persons holding the same position as those individuals or of the legal representative of the company.

In the case of additional issuance of closed-end fund certificates, the amendment and supplementation of documents and newly arising information must be announced by the fund management company in accordance with Clause 4 of Article 3 of this Circular.

8. During the period when the State Securities Commission reviews the documents, the fund management company and related parties may only use the information in the prospectus truthfully and accurately to survey the market, clearly stating that all information is merely anticipated. This information provision shall not be made through mass media.

9. Within thirty (30) days from the date of receiving complete and valid documents as stipulated in Clauses 4 and 5 of this Article, the State Securities Commission shall issue a certificate of registration for the initial public offering of closed-end fund certificates and a certificate of registration for additional issuance of closed-end fund certificates. In case of rejection, the State Securities Commission must respond in writing and specify the reasons.

10. The certificate of registration for the public offering of closed-end fund certificates and the certificate of registration for additional issuance of closed-end fund certificates issued by the State Securities Commission to the fund management company is a confirmation that the registration documents for the public offering and additional issuance of closed-end fund certificates meet the conditions and procedures prescribed by law.

Article 5. Offering and Distribution of Closed-end Fund Certificates

1. The public offering of fund certificates can only be carried out after the State Securities Commission issues a certificate of registration for the public offering of fund certificates.

2. Within seven (07) days from the date the registration certificate for the offering becomes effective, the fund management company must publish the offering notice as prescribed in Clause 4, Article 3 of this Circular and simultaneously submit it to the State Securities Commission. The offering notice must contain all the contents as stipulated in Appendix No. 02 issued together with this Circular.

3. The fund management company, distribution agents, and issuing guarantors (if any) must distribute fund certificates in a fair and transparent manner, ensuring that the minimum subscription period for investors is twenty (20) days; this period must be recorded in the offering notice.

In the event that the number of fund certificates subscribed exceeds the number of fund certificates offered, the fund management company must allocate all permissible offered fund certificates to investors according to each investor's subscription ratio.

4. All capital contributions of investors must be frozen in a separate account opened at the supervisory bank and can only be released after the fund establishment registration certificate becomes effective. The supervisory bank is responsible for paying interest to the fund at a minimum rate equal to the current non-interest-bearing rate during the freezing period.

5. The fund management company must complete the distribution of fund certificates within ninety (90) days from the date the public offering registration certificate becomes effective. If unable to complete the distribution within this period, the fund management company must submit a written request to the State Securities Commission to extend the distribution period.

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

6. Within three (03) days from the completion of the offering round or the expiration of the offering registration certificate, the fund management company must notify the State Securities Commission and simultaneously publish information as prescribed in Clause 4, Article 3 of this Circular regarding the failure to meet the conditions for establishing the fund if any of the following situations occur:

a) There are fewer than one hundred (100) investors purchasing fund certificates, excluding professional securities investors; or

b) The total value of funds raised is less than fifty (50) billion Vietnamese dong or lower than the minimum capital amount expected to be raised as stipulated in the fund charter (if applicable).

7. In the case where the conditions for establishing the fund are not met as stipulated in Clause 6 of this Article, within fifteen (15) days from the completion of the offering round or the expiration of the offering registration certificate, the fund management company must refund all amounts contributed by investors, including accrued interest (if any), and bear all costs arising from the capital raising process.

8. Suspension and cancellation of the offering round shall be carried out in accordance with the provisions of Articles 22 and 23 of the Securities Law.

9. In the case of additional issuance of fund certificates to increase capital, the procedures and requirements for announcing the issuance and distributing subscription rights shall be implemented in accordance with Clauses 1, 2, 3, 4, and 5 of this Article and other relevant securities laws applicable to listed entities and corporate laws.

Article 6. Registration for establishment of closed-end fund, adjustment of certificate of registration for establishment of closed-end fund

1. Within ten (10) days from the completion of the offering period or when the registration certificate for the offering becomes invalid, the fund management company must submit to the State Securities Commission the registration dossier for establishing the fund including:

a) The fund establishment registration form according to the model prescribed in Appendix No. 03 issued together with this Circular;

b) The report on the results of the offering period according to the model prescribed in Appendix No. 21 issued together with this Circular, accompanied by a confirmation document from the supervisory bank regarding the amount of capital raised during the offering period and the number of investors who have paid for the offering period.

2. In case additional fund certificates are issued to increase capital, within five (05) days from the end of the issuance period, the fund management company must request the State Securities Commission to adjust the certificate of registration for establishment of the fund. The dossier requesting the adjustment of the certificate of registration for establishment of the fund includes the documents stipulated in Clause 1 of this Article.

3. The registration dossier for establishing the fund, the dossier requesting the adjustment of the certificate of registration for establishment of the fund shall be prepared in one (01) original copy accompanied by an electronic data file. The original dossier shall be directly submitted to the State Securities Commission or sent by post.

4. Within ten (10) days from the date of receipt of a complete and valid dossier, the State Securities Commission shall issue the certificate of registration for establishment of the fund or adjust the certificate of registration for establishment of the fund. In case of refusal, the State Securities Commission must respond in writing and specify the reasons.

Article 7. Confirmation of ownership of fund certificates

1. Within five (05) days from the date the certificate of registration for establishment of the fund or the adjusted certificate of registration for establishment of the fund becomes effective, the fund management company has the responsibility to confirm ownership rights for investors with the number of fund certificates purchased and establish an investor registration book containing the following main contents:

a) Name and main address of the fund management company; name and main address of the supervisory bank; full name of the fund; stock code of the fund (if applicable);

b) Total number of fund certificates eligible for offering, total number of fund certificates sold, and total capital raised for the fund;

c) List of investors: full name, identification card number or passport number still valid, contact address (for individuals), full name, abbreviated name, business registration number, main office address (for organizations); securities account number (if any); quantity of fund certificates owned; ownership ratio; purchase registration date and payment date;

d) Date of establishment of the investor registration book.

2. Information about investors in the investor registration book serves as the basis for confirming the ownership of fund certificates by such investors.

3. The fund management company shall carry out registration and custody of fund certificates in accordance with the laws on registration and custody of securities.

4. Within forty-five (45) days from the date the certificate of registration for establishment of the fund becomes effective, the fund management company must submit to the State Securities Commission:

a) Minutes of meeting or ballot counting and resolution of the investors' general meeting on the board of representatives of the fund and members of the board of representatives of the fund;

b) List and individual files of the fund board members.

Article 8. Listing of fund certificates

1. Within thirty (30) days from the date the certificate of registration for establishment of the fund or the adjusted certificate of registration for establishment of the fund becomes effective, the fund management company must complete the listing dossier and list the fund certificates on the stock exchange in accordance with the law.

2. Investors who register to purchase fund certificates are deemed to have approved the listing of fund certificates. In cases where the fund charter specifies and has been published in the prospectus, the listing of fund certificates, the additional listing of newly issued fund certificates does not require approval from the investors' general meeting.

Section 2. INVESTMENT ACTIVITIES OF THE FUND

Article 9. Investment Portfolio and Investment Activities of Closed-end Funds

1. The investment portfolio of closed-end funds must be consistent with the objectives and investment policies stipulated in the fund's charter and announced in the prospectus.

2. Closed-end funds are permitted to invest in the following types of assets in Vietnam:

a) Deposits at commercial banks in accordance with banking laws;

b) Money market instruments including negotiable instruments and transferable instruments as defined within the banking sector;

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

d) Listed shares, registered trading shares, listed bonds on the Vietnam Stock Exchange;

đ) Unlisted shares, unregistered trading shares of public companies; unlisted bonds issued by organizations operating under Vietnamese law; shares of joint-stock companies, capital contributions in limited liability companies;

e) Securities and other assets as prescribed by law and guidelines of the Ministry of Finance.

3. The fund management company may only deposit money and invest in money market instruments specified in points a and b of Clause 2 of this Article at commercial banks approved by the fund’s board of representatives.

4. The structure of the investment portfolio of the fund must comply with the provisions of the fund's charter and must ensure:

a) Not investing more than fifteen percent (15%) of the total value of circulating securities of an issuer in that issuer's securities, except for government bonds;

b) Not investing more than twenty percent (20%) of the total value of the fund's assets in the types of securities and assets (if any) specified in points a and b of Clause 2 of this Article issued by the same organization, except for government bonds;

c) Not investing more than thirty percent (30%) of the total value of the fund's assets in assets specified in points a, b, d, đ, and e of Clause 2 of this Article issued by one organization or a group of companies with ownership relationships;

d) Not investing more than ten percent (10%) of the total value of the fund's assets in real estate and financial assets specified in point đ of Clause 2 of this Article;

đ) Not using the fund's capital and assets to lend or guarantee loans, except in cases of depositing money as provided for in point a of Clause 2 of this Article; not using the fund's assets to conduct margin transactions (buying securities on credit), short selling (lending securities for sale);

e) Not investing in certificates of the same fund, investing in securities investment funds, securities investment companies established and operating in Vietnam;

g) In the case where the fund registers as a foreign investor according to Clause 3 of Article 3 of this Circular, during investment activities, the fund must also comply with relevant laws regarding restrictions on foreign investors' ownership;

5. The fund management company shall not borrow to finance the fund's operations, 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 loan period is thirty (30) days.

6. Except for the cases specified in points đ, e, and g of Clause 4 of this Article, the investment structure of the fund may deviate but not more than fifteen percent (15%) from the investment limitations prescribed in Clause 4 of this Article, and only 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) Consolidation, merger, share buyback, or public tender offer of securities by issuers;

d) The fund has newly been registered for establishment or increased capital or merged or consolidated within six (06) months from the date the fund registration certificate or the amended fund registration certificate becomes effective;

đ) The fund is in the process of liquidating assets for dissolution.

7. Within three (03) months from the date the deviation occurs due to the reasons specified in Clause 6 of this Article, the fund management company must complete the adjustment of the fund's investment portfolio to ensure compliance with the provisions of Clause 4 of this Article.

8. If the deviation is due to the fund management company not complying with investment restrictions as prescribed by law or the fund's charter, then the fund's investment portfolio must be adjusted within fifteen (15) days from the date of discovering the deviation. The fund management company must compensate for any losses suffered by the fund (if any) and bear all costs arising from adjusting the investment portfolio. If profits arise, they must be immediately recorded for the benefit of the fund.

9. Within five (05) days from the completion of the adjustment of the investment portfolio, the fund management company must disclose information as prescribed in Clause 4 of Article 3 of this Circular, and simultaneously notify the State Securities Commission about the deviations in the investment portfolio structure, causes, occurrence or discovery date, extent of loss and compensation for losses to the fund (if any) or profits generated for the fund (if any), remedial measures, implementation time, and results. The notification must include confirmation from the supervisory bank.

10. When conducting transactions to buy or sell assets for the fund, the fund management company must comply with the following regulations:

a) For listed or registered securities traded at the Stock Exchange, transactions must be conducted through the Stock Exchange's trading system;

b) For assets that are not listed or registered for trading, or in negotiated transactions, the fund management company must obtain written approval from the fund’s board of representatives regarding the expected transaction price range, transaction date, transaction counterparties or prohibited counterparties (if any), type of asset before executing the transaction.

Article 10. 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 fund certificate periodically at least once a week, wherein:

a) The net asset value of the fund is determined by subtracting the total liabilities of the fund from the total value of its assets. The total value of the fund's assets is determined based on market prices or fair values of the assets (in cases where market prices cannot be determined). The total liabilities of the fund consist of debts or payment obligations of the fund up to the valuation date. The method of determining market prices, fair values of assets in the portfolio, values of debts and payment obligations are carried out according to the principles set forth in Appendix No. 04 attached to this Circular and internal valuation manuals;

b) The net asset value per fund certificate equals the net asset value of the fund divided by the total number of outstanding fund certificates.

2. The fund management company must develop a valuation handbook that includes at least 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, procedures, and valuation methods must comply with legal regulations, as stipulated in the fund's charter, and be approved by the investors' general meeting. The principles, procedures, and valuation methods must be clear, reasonable, and consistent with international practices to ensure uniform application under different market conditions.

3. The valuation handbook must be approved by the fund's board of directors and provided to the supervisory bank for confirmation of net asset value calculations. A list of at least three (03) organizations providing quotations, which are not related parties of the fund management company and the supervisory bank, must also be approved by the fund's board of directors.

4. The net asset value of the fund and the net asset value per unit must be confirmed by the supervisory bank. Confirmation shall be made in writing or through the supervisory bank's electronic information system, as approved by the fund management company.

5. On the next working day following the supervisory bank's confirmation, information on the fund's net asset value and net asset value per unit shall be published in accordance with Clause 4, Article 3 of this Circular.

6. The fund management company is authorized to have the supervisory bank determine the fund's net asset value and net asset value per unit. In this case, the fund management company and the supervisory bank must establish mechanisms and procedures for cross-checking, reviewing, inspecting, and monitoring to ensure that the determination of net asset value complies with legal provisions and is accurately calculated.

7. In the event of incorrect valuation, within twenty-four (24) hours from the time of discovery, the supervisory bank or the fund management company (in cases where the supervisory bank provides net asset value determination services) must notify and request the fund management company or the supervisory bank to promptly adjust.

8. Within five (05) days from the date of discovering incorrect net asset value, the fund management company or the supervisory bank (in cases where the supervisory bank provides net asset value determination services) must readjust and publish information in accordance with Clause 4, Article 3 of this Circular, and simultaneously report to the State Securities Commission about the incorrect valuation, including the cause of the incident, the period during which the incorrect valuation occurred, and measures taken. The content of the notification must be jointly confirmed by the fund management company and the supervisory bank.

Article 11. Distribution of Fund Income

1. Investors are entitled to receive income from the fund according to the profit distribution policy stipulated in the fund's charter and the distribution plan approved by the most recent investors' general meeting. Income paid to investors shall be derived from profits for the period, or accumulated profits after fully establishing all required reserves (if any), as stipulated in the fund's charter, and completing all tax and financial obligations (if any) as prescribed by law.

2. Income may be paid in cash or in additional fund units. At least fifteen (15) days before distributing income, the fund management company must notify the investor at the registered address. The notice must include at least the contents specified in Appendix 20 issued together with this Circular.

3. The payment of fund income ensures the following principles:

a) Compliance with the profit distribution policy stipulated in the fund's charter and disclosed in the prospectus or summary prospectus;

b) Implementation after the fund has fulfilled its tax obligations and other financial obligations as prescribed by law and fully established all required funds as stipulated in the fund's charter (if applicable);

c) After payment, the fund must still ensure sufficient capital to settle all due debts, other asset obligations, and maintain net asset value not less than fifty (50) billion VND;

d) The level of income payment is determined by the investors' general meeting or the fund's board of directors, consistent with investment objectives and the fund's profit distribution policy as stipulated in the fund's charter.

đ) In cases where income is distributed through fund certificates, the fund must have sufficient corresponding capital from undistributed post-tax profits based on the most recent audited or reviewed financial report.

Section 3. INVESTOR GENERAL MEETING, FUND MANAGEMENT BOARD

Article 12. Rights and obligations of investors participating in the fund

1. Investors have the following rights and obligations:

a) The right to be treated equally. Each fund certificate confers equal rights, duties, and interests on its holder;

b) The right to freely transfer fund certificates, except where restricted by law and the fund's charter;

c) The right to receive full periodic and extraordinary information about the fund's operations;

d) The right and responsibility to participate in meetings of the investor assembly and exercise voting rights directly or through authorized representatives, or by remote voting;

đ) The obligation to fully pay the purchase price of fund certificates within the time limit specified in the fund's charter, prospectus, and only be liable for the fund's debts and other property obligations within the amount paid for purchasing fund certificates;

e) Other rights and obligations as prescribed by securities laws and the fund's charter.

2. Investors, or groups of investors holding more than ten percent (10%) of the total circulating fund certificates continuously for at least six (06) months or another ratio as stipulated in the fund's charter, have the following rights:

a) To nominate individuals to the fund's representative board. The nomination procedures follow the corporate law provisions applicable to nominating individuals to the board of directors by shareholders or groups of shareholders holding over ten percent (10%) of ordinary shares;

b) To review and extract records from the minutes and resolutions of the fund's representative board, annual financial reports, and related reports from the supervisory bank concerning the fund's activities;

c) To request the fund management company to convene an extraordinary meeting of investors in the following cases:

- There is evidence confirming that the fund management company or the supervisory bank has violated investors' rights, or the fund management company's or supervisory bank's obligations, or made decisions exceeding their authority as defined in the fund's charter, supervision agreement, or delegated by the investor assembly, causing losses to the fund;

- The fund's representative board has completed its term of more than six (06) months without being re-elected;

- Other cases as stipulated in the fund's charter;

d) To request the fund management company and the supervisory bank to explain issues related to the fund's assets and asset management and trading activities. The fund management company and the supervisory bank must respond in writing to the investor within fifteen (15) days from receipt of the written request;

đ) To propose issues for inclusion in the agenda of the investor assembly meeting. Proposals must be in writing and submitted to the fund management company at least three (03) working days before the opening date, unless otherwise specified in the fund's charter;

e) Other rights and obligations as stipulated in the fund's charter.

3. Requests and proposals of investors or groups of investors as provided for in Clause 2 of this Article must be in writing and include the name, address of permanent residence, identification card number, passport number still valid, or other lawful personal certification for individual investors; name, main office address, nationality, establishment decision number, or business registration number for organizational investors; quantity of fund certificates held by each investor, holding period, total number of fund certificates held by the group of investors, and the ownership ratio in the total circulating fund certificates; content of the request or proposal; basis and reasons. In the case of convening an extraordinary meeting of investors as provided for in point c of Clause 2 of this Article, it must be accompanied by verification documents for the reasons for convening the extraordinary meeting of investors; or documents and evidence regarding violations by the fund management company and the supervisory bank, the extent of the violation, or decisions exceeding authority as stipulated in the fund's charter and supervision agreement.

Article 13. Investor General Meeting

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

a) Amending and supplementing the fund charter and the supervision contract;

b) Changing the investment policy and objectives of the fund; deciding on the proportion of foreign investor ownership in the fund; changing the profit distribution plan; increasing the fee paid to the Fund Management Company and the Supervisory Bank; replacing the Fund Management Company and the Supervisory Bank;

c) Merging, consolidating the fund; dissolving the fund; increasing the registered capital of the fund; extending the operating period of the fund;

d) Deciding on contracts and transactions between the fund and investors holding more than thirty-five percent (35%) of the outstanding fund certificates or another ratio as stipulated in the fund charter; the authorized representative and related parties of such investors. In this case, interested investors shall not vote. Contracts and transactions shall be approved when at least sixty-five percent (65%) of the remaining voting shareholders agree;

đ) Electing, appointing, and dismissing the chairman and members of the fund's management board; deciding on the remuneration and operational costs of the fund's management board; approving the selection of an independent auditing organization to audit the annual financial reports of the fund, and an independent valuation organization (if any); approving financial reports, asset and activity reports annually of the fund;

e) Considering and handling violations by the Fund Management Company, the Supervisory Bank, and the fund's management board that cause losses to the fund;

g) Other issues within the authority as prescribed by securities laws 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 laws. The annual Investor General Meeting shall be organized within thirty (30) days from the date of receipt of the audited annual financial report by the approved auditing organization.

3. The Fund Management Company shall be responsible for convening extraordinary meetings of the Investor General Meeting in the following cases:

a) At the request of the Supervisory Bank or the fund's management board when it deems necessary for the benefit of the fund;

b) At the request of an investor or a group of investors as specified in point c, Clause 2, Article 12 of this Circular;

c) Other cases as stipulated in the fund charter.

4. The organization of extraordinary meetings of the Investor General Meeting shall be carried out within thirty (30) days from the date the Fund Management Company receives the request to convene an extraordinary meeting of the Investor General Meeting. At least fifteen (15) days before the meeting, the Fund Management Company must submit the entire program, content, and related documents to the State Securities Commission and publicly announce information about convening an extraordinary meeting of the Investor General Meeting, clearly stating the reasons and objectives of the meeting.

5. In the event that the Fund Management Company fails to convene the Investor General Meeting as prescribed in Clause 3 and Clause 4 of this Article, the Fund Management Company shall bear legal responsibility and compensate for any damage incurred by the fund (if any). If the Fund Management Company does not convene the Investor General Meeting as prescribed in Clause 3 of this Article within thirty (30) days thereafter, the fund's management board or the replacement Supervisory Bank shall convene the Investor General Meeting according to the procedures and formalities stipulated in this Circular.

Article 14. Conditions and procedures for convening and adopting decisions at the investors' general meeting

1. The fund management company shall be responsible for drafting and publishing on its electronic information website internal regulations regarding conditions, procedures, and formalities for convening meetings and adopting decisions at the investors' general meeting in accordance with corporate laws and the fund's charter, including the following main contents:

a) Notification of the convocation of the investors' general meeting, including the deadline for sending notifications and receiving voting ballots in cases where investor opinions are solicited in writing; procedures for registering to attend the investors' general meeting;

b) Voting methods; sequence and procedures for counting votes; notification of voting results;

c) Drafting and adopting the minutes of the investors' general meeting; announcing the resolutions of the investors' general meeting to the public; procedures and formalities for opposing the resolutions of the investors' general meeting.

2. The investors' general meeting shall be convened when there are investors present representing at least fifty-one percent (51%) of the total number of circulating fund certificates. Forms of participation may include direct attendance, or authorized attendance, or attending the meeting online through other audiovisual means as stipulated in the fund's charter.

3. A decision of the investors' general meeting shall be adopted at the meeting when it is approved by investors representing at least sixty-five percent (65%) of the total number of voting ballots of all attending investors.

4. In the event that the first meeting does not meet the conditions for convening as prescribed in Clause 2 of this Article, the second meeting shall be convened within thirty (30) days from the date the first meeting was scheduled to commence. In this case, the investors' general meeting can proceed regardless of the number of participating investors.

5. Except for annual investors' general meetings or meetings to seek opinions on issues specified in Points b, c, and d of Clause 1, Article 13 of this Circular, the fund management company may solicit investor opinions in writing instead of organizing an investors' general meeting. The principles, content, procedures, and formalities for soliciting opinions in writing must be clearly stipulated in the fund's charter, consistent with the principles set forth in corporate laws. In such cases, the fund management company must comply with the deadlines for sending ballots and meeting materials to investors as if they were invited to attend the investors' general meeting.

6. When soliciting opinions from the investors' general meeting in writing form, a decision of the investors' general meeting shall be adopted when it is approved by investors representing at least seventy-five percent (75%) of the total number of voting ballots.

7. The fund management company and the fund representative council shall be responsible for reviewing and ensuring that resolutions of the investors' general meeting comply with the provisions of the law and the fund's charter. In the event that a decision of the investors' general meeting does not comply with the provisions of the law and the fund's charter, a meeting of the investors' general meeting must be organized to re-solicit opinions or solicit opinions in writing from investors.

8. Within seven (07) days after the conclusion of the investors' general meeting, or after the end date for soliciting opinions in writing from investors as prescribed in Clause 5 of this Article, the fund management company must submit the minutes and resolutions of the investors' general meeting to the supervisory bank, provide them to investors, and publish the information in accordance with Clause 4, Article 3 of this Circular.

Article 15. Fund Board

1. The fund board represents investors and consists of from three (03) to eleven (11) members, elected at investor general meetings or appointed in writing by investors. The nomination and candidacy for fund board members must comply with the following provisions:

a) Information related to candidates for the fund board must be published on the website of the fund management company at least ten (10) days before convening the investor general meeting to elect fund board members. The information must include: full name, date of birth; professional qualifications; management experience; experience in asset management activities, investment analysis, or securities, banking, insurance activities; work history and achievements; companies or funds where the candidate holds positions as board member or fund board member; interests related to the fund management company or supervisory bank (if applicable); other relevant information.

b) In cases where the number of nominated and self-nominated candidates still does not meet the required number, the incumbent fund board may nominate additional candidates or organize nominations according to the mechanism stipulated in the fund charter. The nomination mechanism or the method by which the incumbent fund board nominates candidates must be clearly announced and approved by the investor general meeting before the nomination process begins.

c) The procedures for nominating and electing fund board members shall be carried out in accordance with the laws on enterprises and securities applicable to board members and boards of directors.

2. The following persons are not eligible to be fund board members:

a) Minors, persons with limited or no civil capacity; persons currently under criminal investigation, serving a criminal court judgment within or outside the country, or prohibited from engaging in business by a court;

b) Persons who have been convicted of property offenses, economic order offenses, or securities, finance, banking, insurance offenses without having their criminal record expunged, within or outside the country; persons who have been convicted of serious crimes or worse within or outside the country;

c) Persons prohibited from managing other enterprises under enterprise laws;

d) Persons who were the owners of private businesses, general partners of partnership companies, Directors (General Managers), board members, board members of enterprises, cooperative management committees at the time when those enterprises or cooperatives were declared bankrupt, except in cases where the enterprises or cooperatives were declared bankrupt due to force majeure;

đ) Legal representatives of enterprises at the time when those enterprises were suspended from operations or forcibly dissolved due to serious violations of the law, except in cases where they were appointed by competent state authorities to rectify and strengthen those enterprises;

e) Persons who were previously removed from the position of chairman of the board of directors, board members, chairman of the board of members, board members, head of the supervisory board, supervisory board members, Directors (General Managers) of credit organizations, securities trading organizations, insurance companies according to specialized laws, or determined by competent authorities to have violated regulations leading to the revocation of the organization's license;

g) Persons belonging to groups prohibited from participating in management and operation according to laws on cadres and civil servants and anti-corruption laws;

h) Members of more than five (05) public fund boards or boards of directors of public securities investment companies;

i) Other cases as stipulated in the fund charter.

3. The following circumstances result in automatic loss of status as a fund board member:

a) Loss of civil capacity, death;

b) Being the representative of the organizational investor's capital contribution when that organization ceases to exist as a legal entity;

c) No longer being the representative of the organizational investor's capital contribution by proxy;

d) Being expelled from the territory of the Socialist Republic of Vietnam;

đ) Other cases as stipulated in the fund charter.

4. At least two-thirds (2/3) of the fund board members must be independent members based on the following principles:

a) Not being related to the fund management company, supervisory bank, or authorized representatives of these organizations;

b) Meeting other requirements stipulated in the fund charter (if any).

5. The fund board must include:

a) At least one independent member with professional qualifications and experience in accounting and auditing;

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

c) At least one member with expertise in law.

6. The term, criteria, procedures for appointment, removal, dismissal, and supplementation of fund board members shall be implemented in accordance with the fund charter, consistent with the laws on enterprises and securities applicable to board members and boards of directors.

7. Within ten (10) days from the date of change in fund board members, the fund management company must notify the State Securities Commission and submit the list of fund board members according to the form prescribed in Appendix 12 issued together with this Circular, along with personal files of new fund board members.

8. In case the fund's representative council no longer meets the conditions stipulated in Clause 4 and Clause 5 of this Article, or has members falling under the cases specified in Clause 2 and Clause 3 of this Article, within fifteen (15) days from the date of discovering such circumstances, the fund's representative council shall be responsible for selecting temporary members to replace those who meet relevant regulations. The fund management company shall disclose information on the selection of temporary replacement members of the fund's representative council in accordance with securities laws regarding changes in fund representative council members. Temporary replacement members shall exercise the rights and obligations of fund representative council members until the investors' general meeting officially appoints replacement members.

9. The rights and obligations of the fund's representative council are defined in the fund charter and must minimally include the following tasks:

a) Representing the interests of investors; carrying out activities consistent with legal provisions to protect the interests of investors;

b) Approving the pricing manual, list of organizations providing quotations as prescribed in Clause 3 of Article 10 of this Circular; list of banks receiving fund deposits as prescribed in Clause 3 of Article 9 of this Circular; approving transactions as prescribed at point b of Clause 10 of Article 9 of this Circular; approving the issuance additional fund certificates and related contents within the delegated authority;

c) Deciding on the distribution yield according to the profit distribution plan stipulated in the fund charter or approved by the investors' general meeting; the time of implementation, method, and form of profit distribution;

d) To decide on issues not yet resolved between the fund management company and the supervisory bank based on legal regulations;

d) Requesting the fund management company and the supervisory bank to promptly provide complete documentation and information about asset management activities and supervision activities;

e) Performing other tasks as prescribed by law and the fund charter.

10. Decisions of the fund's representative council are passed through voting at meetings or by written opinion as prescribed in the fund charter. Each member of the fund's representative council has one vote.

11. Members of the fund's representative council have the following rights, responsibilities, and obligations:

a) The rights, responsibilities, and obligations of fund representative council members are carried out in accordance with business and securities laws applicable to board of directors members of listed companies and the fund charter;

b) Fulfilling their duties honestly and carefully for the best interest of the fund; not delegating their rights, obligations, and responsibilities towards the fund to others;

c) Attending all meetings of the fund's representative council and clearly expressing opinions on issues put up for discussion.

12. In cases where the fund charter does not specify, remuneration and other benefits of fund representative council members shall be implemented as follows:

a) Fund representative council members are paid remuneration based on work performed, reimbursed for meals, accommodation, travel expenses, and other reasonable expenses based on the number of working days, nature of the work, and average daily remuneration as stipulated in the fund charter and the decision of the investors' general meeting. Remuneration and expenses paid by the fund to each fund representative council member are detailed in the annual report of the fund. The fund management company is responsible for withholding non-resident income tax of fund representative council members in accordance with relevant laws;

b) The total amount of remuneration and expenses paid to the fund's representative council in a year shall not exceed the total budget for the year's operations of the fund's representative council approved by the investors' general meeting. These amounts are included in the fund's management operation costs and must be recorded separately in the annual financial statements of the fund.

13. The fund management company is responsible for providing human resources support, technical equipment, and drafting documents for meetings of the fund's representative council. The fund's representative council organizes meetings at least six (06) times a year or upon request of the fund management company. The procedures for organizing meetings, agendas, and related documents must be notified to members in advance in accordance with the deadlines set forth in business laws and the fund charter. Participation in meetings can be either in person or online through other audiovisual means as prescribed in the fund charter.

14. A meeting of the fund's representative council is organized when at least two-thirds (2/3) of the members attend, among whom independent members must constitute a majority (at least 51% of attending members). Non-attending members may vote through written ballots. A decision of the fund's representative council is passed if it is approved by a majority of members and a majority of independent members.

15. Meeting minutes of the fund's representative council must be detailed and clear. Secretaries and members participating in the session must sign the meeting minutes. Meeting minutes of the fund's representative council must be kept at the fund management company in accordance with business laws and the fund charter.

Section 4. RESTRUCTURING THE FUND

Article 16. Merger and consolidation of funds

1. A closed-end fund may be merged or consolidated with another closed-end fund according to the decision of the investors' general meeting. At least thirty (30) days before the date of the investors' general meeting, the fund management company must provide investors with relevant documents concerning the merger or consolidation including:

a) The plan for merger or consolidation accompanied by an analysis report on the merger or consolidation containing the contents specified in Appendix No. 05 issued together with this Circular;

b) A draft merger or consolidation contract containing the contents specified in Appendix No. 06 issued together with this Circular;

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

d) Draft regulations of the fund, prospectus, and summary prospectus of the merging fund; draft regulations of the receiving consolidated fund, prospectus, and summary prospectus of the receiving consolidated fund.

2. Within ten (10) days from the date the investors' general meeting approves the merger or consolidation decision, the fund management company must notify the creditors about the fund merger or consolidation decision. Within thirty (30) days from the date of receipt of the notification, creditors have the right to request the fund to settle debts in writing. If the written request is not sent to the fund management company within the aforementioned period, the creditor will be deemed to not request the merged or consolidated fund to settle debts prior to the merger or consolidation. The obligation to settle debts will be carried out by the merged or receiving consolidated fund.

3. In cases where all funds being merged or consolidated are managed by the same fund management company, all legal advisory service costs, administrative costs, and other services related to the merger or consolidation of funds shall not be recorded as fund expenses, except when the investors' general meeting decides otherwise.

4. The fund management company and the fund representative board are responsible for:

a) Providing full, timely, accurate, and truthful information about the merger and consolidation process to investors;

b) Rights and obligations shall be resolved through mutual agreement between the parties involved based on the principle of voluntariness and in compliance with the law;

c) Settle the debts of the fund to creditors according to the creditors' requests. The settlement must be completed at the latest on the day of the merger or consolidation.

Article 17. Procedures and formalities for merger and consolidation of funds

1. Within sixty (60) days from the date the investors' general meeting of the last participating fund approves the merger or consolidation decision, the fund management company submits an application file to the State Securities Commission for issuance of a registration certificate for establishment of the merged fund or adjustment of the registration certificate for establishment of the receiving consolidated fund. The application file includes the following documents:

a) An application for issuance or adjustment of the registration certificate for establishment of the fund according to the model prescribed in Appendix No. 07 issued together with this Circular; attached with the original of the registration certificates for establishment of the funds being merged or consolidated;

b) The merger or consolidation plan and the merger or consolidation contract approved by the investors' general meetings, clearly stating the implementation schedule;

c) Reports evaluating by supervisory banks on the contents of the merger or consolidation plan and contract, relating to principles for determining receivables, assets, and net asset value on the merger or consolidation date; principles for conversion and determination of conversion ratios; plans and principles for transferring assets between funds; the expected number of fund certificates to be circulated of the merged or receiving consolidated fund;

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

đ) List of creditors requesting settlement of receivables, the amount to be settled for each creditor;

e) Other relevant documents submitted to investors;

g) A letter from the Stock Exchange Office and the Securities Depository Center approving in principle the delisting or temporary suspension of trading, deregistration of fund certificates of the merged or consolidated funds;

h) In the case of fund merger, additional documents include the regulations of the merged fund, prospectus of the merged fund, and the principle supervision contract signed with the supervisory bank approved by the investors' general meetings of the funds being merged.

2. The application file for issuance of a registration certificate for establishment of the merged fund or adjustment of the registration certificate for establishment of the receiving consolidated fund is prepared in one (01) original copy along with an electronic data file. The original file is directly submitted to the State Securities Commission or sent via postal mail.

3. Within thirty (30) days from the date of receipt of a complete and valid application file as stipulated in Clause 1 of this Article, the State Securities Commission issues or adjusts the registration certificate for establishment of the fund. In case of refusal, the State Securities Commission must reply in writing and specify the reasons.

4. The merger date or consolidation date is the effective date of the registration certificate for establishment of the fund or the adjusted registration certificate for establishment of the fund. From this point onwards:

a) The funds being merged or consolidated cease to exist, while the merged or receiving consolidated fund inherits all assets, liabilities, lawful rights, interests, and other obligations of the funds being merged or consolidated;

b) Investors of the funds being merged or consolidated receive assets in the form of certificates of the merged or receiving consolidated fund according to the conversion ratio determined on the merger or consolidation date;

c) Certificates of the funds being merged or consolidated are canceled on the merger or consolidation date.

5. Within seven (07) days from the merger or consolidation date, the fund management company announces information on the completion of the merger or consolidation according to Clause 4 of Article 3 of this Circular. The announcement content includes:

a) The merger date and consolidation date;

b) Principles for determining the net asset value per certificate of the funds being merged or consolidated on the merger or consolidation date; the conversion ratio of fund certificates; the cash payment ratio per certificate (if applicable).

6. From the merger or consolidation date, the fund management company and the supervisory bank are responsible for:

a) Accepting and taking over all books, vouchers, securities portfolios, and other assets and related documents of the funds being merged or consolidated;

b) Accepting and inheriting all lawful rights and interests, bearing responsibility for financial obligations, debts, including tax debts, financial obligations to the State; continuing to perform economic contracts of the funds being merged or consolidated;

c) Completing the registration procedures for ownership of received assets from the funds being merged or consolidated according to relevant laws.

d) Represent the consolidated fund, accept mergers to perform the obligations of the fund in accordance with the relevant laws.

7. Within fifteen (15) days from the date of consolidation or merger, the bank shall review the accuracy and notify the Securities Commission of the results of the consolidation or merger according to the form prescribed in Appendix 08 issued together with this Circular.

Article 18. Extension of Fund Operating Period

1. The extension of the fund's operating period shall comply with the following provisions:

a) The extension of the fund's operating period has been approved by the investors' general meeting of the fund;

b) The net asset value of the fund at the most recent valuation period before submitting the extension application is not less than fifty (50) billion VND.

2. At least thirty (30) days prior to the end of the fund's operating period, the fund management company must complete the extension procedures. The application for extending the fund's operating period includes the following documents:

a) Notice of the extension of the fund's operating period according to the form prescribed in Appendix 09 issued together with this Circular;

b) Minutes of the meeting and resolution of the fund's investors' general meeting regarding the extension of the fund's operating period, specifying the extended operating period of the fund;

c) Contract signed with the supervisory bank regarding the extension of service provision and supervision for the fund;

d) Detailed investment portfolio and report on the net asset value of the fund (confirmed by the supervisory bank) at the most recent valuation date up to the submission date of the extension application.

3. The application for extending the fund's operating period shall be prepared in one (01) original copy accompanied by an electronic data file. The original file shall be directly submitted to the Securities Commission or sent via postal service.

4. Within fifteen (15) days from the date of receiving a complete and valid application as stipulated in Clause 2 of this Article, the Securities Commission shall adjust the certificate of registration for establishing the fund. In case of rejection, the Securities Commission must provide a written response stating the reasons.

Article 19. Dissolution 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, bankrupt, or its license to establish and operate is revoked, and the fund's representative council cannot appoint a new fund management company within two (02) months from the date of occurrence of the event;

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

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

d) The end of the operating period specified in the fund's charter, or the investors' general meeting decides to dissolve the fund before the end of the operating period specified in the fund's charter;

đ) Other cases as provided in the fund's charter.

2. Within thirty (30) days from the date of dissolution of the fund as stipulated in points a, b, c, and đ of Clause 1 of this Article, or three (03) months before the date of dissolution of the fund as stipulated in point d of Clause 1 of this Article, the fund management company or the supervisory bank and the fund's representative council (in case there is no fund management company) shall convene the investors' general meeting to approve the dissolution plan of the fund.

3. The investors' general meeting has the right to appoint an independent auditing organization to conduct inspections, evaluations, and oversight of all activities related to liquidation, valuation, revaluation, and distribution of assets of the fund to investors; or maintain the operation of the current fund's representative council to oversee the liquidation and distribution process of the fund's assets.

4. The fund management company and the supervisory bank are responsible for implementing the liquidation and distribution of assets to investors according to the plan approved by the investors' general meeting. In the case of dissolution as stipulated in point a of Clause 1 of this Article, the supervisory bank is responsible for the liquidation and distribution of the fund's assets.

5. The investors' general meeting agrees on the date of dissolution of the fund. From the date of dissolution of the fund, the fund management company and the supervisory bank shall not:

a) Carry out investment activities or purchase 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;

đ) Engage in other transactions aimed at dissipating the fund's assets.

6. 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 paying off the collateral 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.

7. The sale of liquidated securities listed or traded on the stock exchange shall be conducted through the trading system of the Stock Exchange, or through other trading methods ensuring the greatest benefit for the fund and consistent with the dissolution plan approved by the investors' general meeting.

If an independent auditing organization or the fund's representative council oversees the liquidation process as stipulated in Clause 3 of this Article, the sale of non-listed or non-traded assets still requires the written approval of the independent auditing organization or the fund's representative council (if applicable) as provided in Point b of Clause 10 of Article 9 of this Circular.

8. In case an investor requests in writing, the fund management company or the supervisory bank may transfer the portfolio corresponding to the investor's ownership ratio in the fund according to the following principle:

a) The list transferred to the investor must fully encompass all types of assets in the fund's portfolio, with each asset structure mirroring the fund's portfolio according to the liquidation and distribution plan;

b) In the case of registered securities, centralized custody, the transfer of assets to the investor shall be carried out by the fund management company and the supervisory bank in accordance with the guidelines of the Securities Depository Center;

For other assets that require registration of ownership, the fund management company and the supervisory bank are responsible for requiring the receiving investment capital organization, issuing organization, shareholder registry organization to register ownership of the assets for the investor. Payment will only be considered complete after the ownership has been registered for the investor;

9. The proceeds from the liquidation of fund assets and remaining assets shall be paid in the following priority order:

a) Financial obligations to the State;

b) Amounts payable to the fund management company, supervisory bank, other payable amounts, and dissolution costs of the fund. In cases where the fund is compulsorily dissolved pursuant to point a or point b of Clause 1 of this Article, the fund does not have to pay the management company or supervisory bank fees under the contract from the date the event occurs;

c) The remaining assets shall be used to pay the investors corresponding to their contribution ratio in the fund. In the case of registered ownership assets, the fund management company and the supervisory bank are responsible for requesting the Securities Depository Center, shareholder registry organization, issuing organization, and receiving investment capital organization (for unregistered securities, equity contributions) to carry out the allocation and registration of ownership of the assets for the investors;

10. The results of the liquidation of fund assets must be confirmed by the supervisory bank, the fund management company (if applicable), and approved by the independent auditor or the fund representative council (if applicable) overseeing the liquidation process;

Article 20. Procedure and formalities for dissolving the fund

1. Within seven (07) days from the date the investor assembly passes the resolution to dissolve the fund, the fund management company or the supervisory bank and the fund representative council (in the absence of a fund management company) must notify the State Securities Commission of the fund's dissolution;

2. The notification of the fund's dissolution includes:

a) A notice of the fund's dissolution in the form prescribed in Appendix 09 issued together with this Circular;

b) Minutes of the meeting and resolutions of the investor assembly regarding the fund's dissolution, including the liquidation and distribution plan and timeline approved by the investor assembly, specifying the principles for determining the net asset value on the dissolution date and during the fund's liquidation period in compliance with the law, stipulated in the fund's articles of association and valuation manual; the method of distributing assets to investors and providing information to investors about the liquidation and distribution activities;

c) A written commitment signed by the legal representative of the fund management company (if applicable) and the supervisory bank regarding their responsibility to complete the liquidation procedures to dissolve the fund;

3. Fifteen (15) days after sending the notification, if the State Securities Commission does not provide comments, the fund management company and the supervisory bank are responsible for publishing the notice of the fund's dissolution in accordance with Clause 4, Article 3 of this Circular. Simultaneously, the fund management company proceeds to implement the voluntary delisting procedure and deregistration of fund certificates according to the guidance of the Stock Exchange and the Securities Depository Center;

4. The liquidation of fund assets and the liquidation period shall be carried out according to the dissolution plan approved by the investor assembly, but not exceeding two (02) years from the date of publication of the dissolution notice. During the fund's liquidation period for dissolution, management fees, supervision fees, and other costs shall be collected according to the fee schedule approved by the investor assembly. After the fund's dissolution, monthly, the fund management company provides investors with information on the payment amount per certificate, expenses incurred during the period, remaining net asset value of the fund, remaining net asset value per certificate, and distributed asset value to investors in the form prescribed in Appendix 16 issued together with this Circular. Notifications sent to investors must be provided to the State Securities Commission along with reports on assets and investment portfolios of the fund in the form prescribed in Appendix 17 issued together with this Circular;

5. Within five (05) days from the completion of the fund's dissolution, the fund management company and the supervisory bank (if there is no fund management company) are responsible for publishing information on the completion of liquidation, distribution, and dissolution of the fund in accordance with Clause 4, Article 3 of this Circular, and simultaneously notifying the State Securities Commission of the dissolution results, including the following documents:

a) A report confirmed by the fund management company, supervisory bank, and auditing organization or fund representative council (if applicable) on the liquidation of fund assets, repayment of debts, and fulfillment of other property obligations to creditors, parties with rights and obligations, including financial obligations to the state as prescribed in Appendix 10 issued together with this Circular. The report must include a list of creditors and amounts paid, including tax debts;

b) A report with confirmation from the fund management company, supervising bank, and auditing organization or fund board (if any) regarding the asset liquidation process, liquidation method, and asset distribution; the total value of assets obtained after liquidation; the total debt to be settled and the remaining assets for distribution to investors. In cases where asset distribution is not in the form of money, supplementary documents include confirmation from the Securities Depository Center on the completion of allocation and registration of securities for investors at the request of the fund management company, supervising bank, and investors; confirmation from the shareholder registry manager, issuing organization, and receiving enterprise of the fund on the completion of transferring ownership of shares and capital contributions to each participating investor according to the request of the fund management company;

c) The original certificate of establishment of the fund;

d) An audit report on the results of asset liquidation by the auditing organization designated by the investors' general meeting or by the fund board (if any).

6. In cases where the dissolution result announcement is inaccurate or contains false documents, the fund management company, supervising bank, and related organizations and individuals must jointly bear responsibility for settling outstanding debts and individually bear legal responsibility for any consequences arising within three (03) years from the date of reporting the dissolution results to the State Securities Commission.

Chapter III

MEMBER FUND

Article 21. Establishment of Member Funds

1. Member funds shall be established by members who meet the provisions set out in point b, Clause 2 of this Article, contributing capital based on the minutes of the agreement on capital contribution and the fund's charter.

2. The establishment of member funds must be reported to the State Securities Commission and comply with the following conditions:

a) Minimum actual contributed capital of fifty (50) billion Vietnamese dong;

b) Maximum thirty (30) contributing members, all of whom must be domestic legal entities or foreign organizations;

c) Managed by a fund management company that meets the provisions set out in points b and c, Clause 2 of this Article;

d) Fund assets must be deposited with an independent securities depository bank separate from the fund management company.

3. The report on the establishment of member funds includes the following documents:

a) A request for registration of operations for the member fund prepared by the fund management company according to the model prescribed in Appendix No. 03 issued together with this Circular;

b) The fund's charter, including relevant contents according to the model prescribed in Appendix No. 11 issued together with this Circular;

c) A prospectus, wherein the cover page of the prospectus must clearly state the operating principles of the fund: “This fund does not need to comply with legal regulations governing the investment activities of securities investment funds that publicly offer fund certificates. Investment in this fund is only suitable for organizations willing to accept high potential risks from the fund's investments. Organizations investing in this fund should carefully consider before participating in capital contributions and making investment decisions”;

d) Asset deposit agreement;

đ) Minutes of the agreement on capital contribution, list of participating organizations according to the model prescribed in Appendix No. 12 issued together with this Circular, and the following documents:

- Certified copy of the decision on establishment, business registration certificate, or equivalent document of the contributing member. For foreign organizations, the certified copy of the business registration certificate or equivalent document must be authenticated by the authority where the organization has registered no more than six (06) months prior to the completion of the fund establishment registration application and must be officially translated according to relevant laws;

- Minutes of the meeting and decision of the shareholders' assembly or board of directors, decision of the board of members or owner consistent with the company's charter of the contributing organization regarding participation in the fund, appointment of representatives for the contributed capital accompanied by personal documents of such person;

- Certified copy of the securities trading code registration certificate of the foreign organization;

e) Confirmation letter from the securities depository bank regarding the scale of contributed capital.

4. The report on the establishment of member funds shall be compiled into one (01) original set along with an electronic data file. The original set shall be directly submitted to the State Securities Commission or sent via postal service.

5. The fund management company is responsible for ensuring that the information in the report is complete, accurate, and truthful. During the review period, the fund management company has the obligation to update, amend, and supplement the report if inaccurate information is discovered, significant new information arises, or important information required in the report is missing. Any amendment or supplementation document must be signed by those who have signed the report or by persons holding the same position as those persons or by the legal representative of the company.

6. The fund management company and organizations participating in the establishment of member funds may not use mass media to advertise or solicit capital contributions.

7. Within fifteen (15) days from the date of receipt of the complete documents as stipulated in Clause 3 of this Article, the State Securities Commission shall notify in writing its confirmation that the fund management company has reported on the establishment of the member fund. If rejected, the State Securities Commission must respond in writing and specify the reasons.

8. Within five (05) days from the date of receipt of the notification from the State Securities Commission, the fund management company shall publish information on the establishment of the member fund in accordance with Clause 4 of Article 3 of this Circular. The capital of the member fund can only be disbursed after receiving the notification from the State Securities Commission.

Article 22. Increase or decrease in the charter capital of member funds

1. The increase or decrease in the charter capital of member funds shall comply with the following provisions:

a) The fund's articles of association provide for the increase or decrease in the charter capital;

b) The increase or decrease in the fund's charter capital has been approved by the fund's members' general meeting;

c) After adjusting the capital, the fund still meets the requirements set forth in Clause 2, Article 21 of this Circular;

d) In the case of increasing capital, the fund management company must meet additional conditions as stipulated in point b, Clause 2, Article 4 of this Circular.

2. In the case of decreasing capital, the assets allocated to the members may be cash or other assets according to the decision of the fund's members' general meeting. The fund management company and the depositary bank have the responsibility to allocate assets fairly corresponding to each member's contribution ratio. The transfer of ownership registration of assets to members, and the fulfillment of tax obligations to the State shall be carried out in accordance with relevant laws.

3. Member funds increase capital through additional contributions from existing members or new members. Additional contributions can be in the form of cash or listed securities traded on the Stock Exchange. Contributions in the form of securities must ensure:

a) The contributing member is not restricted from transferring the expected assets to be contributed to the fund; they are not collateral currently pledged, mortgaged, pledged, wagered, frozen, or involved in other collateral transactions under civil law regulations;

b) Assets contributed to the fund must comply with the fund's articles of association, align with the fund's investment objectives and investment policies; they are not types of securities currently in the fund's portfolio but soon to be liquidated or withdrawn; they are not securities that have been suspended, halted, delisted, or issued by organizations in the process of liquidation, dissolution, or bankruptcy;

c) The contribution of assets must be approved by all members of the fund, and only considered completed after the legal ownership rights over the contributed assets have been transferred to the fund. The transfer of ownership rights shall be carried out in accordance with the guidelines of the Securities Depository Center;

d) The valuation of contributed assets must comply with the fund's articles of association and any related legal provisions. The value of assets contributed to the fund is determined based on the closing price at the date when the ownership transfer procedures are completed at the Securities Depository Center.

4. Within seven (07) days after completing the increase or decrease in the fund's capital, the fund management company must notify the State Securities Commission about the increase or decrease in the fund's capital as follows:

a) Notification of the increase or decrease in the member fund's capital;

b) Minutes of the meeting and resolutions of the members' general meeting regarding the increase or decrease in capital and related documents;

c) Amended articles of association of the fund; amended and supplemented deposit agreement (if any);

d) Minutes of the capital contribution agreement and list of contributing members, amount of contributions, ownership ratio before and after the increase or decrease in the charter capital, in accordance with the model prescribed in Appendix 12 issued together with this Circular;

đ) Confirmation letter from the depositary bank regarding the additional capital contributed and the asset portfolio contributed to the fund. In the case of contributing with securities, supplement confirmation from the Securities Depository Center regarding the transfer of the securities portfolio of contributing organizations to the fund, including the securities account number of each organization, quantity and type (code) of securities, date of ownership transfer and recording the portfolio into the fund's securities account. In the case of reducing capital: confirmation letters from the depositary bank, Securities Depository Center (in cases where securities are allocated to members) regarding the allocation of assets to each member, specifying the asset portfolio allocated to each member.

5. The documents specified in Clause 4 of this Article must be prepared in one (01) original copy along with an electronic data file. The original file must be directly submitted to the State Securities Commission or sent via postal service.

6. Within five (05) days from the date of receiving complete and valid documents as stipulated in Clause 4 of this Article, the State Securities Commission shall issue a written confirmation of the increase or decrease in the member fund's capital. If rejected, the State Securities Commission must respond in writing and specify the reasons. The increased capital of the member fund can only be disbursed after receiving the confirmation notice of the increase in capital from the State Securities Commission.

Article 23. Consolidation and Merger of Member Funds

1. A member fund may be consolidated or merged with another member fund based on the decision of the members' general meeting. The resulting fund after consolidation or merger shall not have more than thirty (30) members. The date of consolidation or merger is the date when the members' general meeting approves the consolidation or merger decision.

2. Within five (05) days from the date of consolidation or merger, the fund management company must submit a complete set of notification documents regarding the consolidation or merger of member funds, including the following documents:

a) Notification letter regarding the consolidation or merger of member funds;

b) Minutes of the meeting and resolution of the members' general meeting concerning the consolidation or merger, accompanied by the consolidation or merger plan detailing the principles and methods for determining debts, assets, and net asset value on the consolidation or merger date;

c) Details of the investment portfolio, total asset value, total debt value, and net asset value on the consolidation or merger date; conversion ratio of fund certificates on the consolidation or merger date; payment ratio in cash per fund certificate (if applicable);

d) Value of repayable loans according to creditor requirements (if applicable);

đ) In the case of fund consolidation, additional documents include the charter of the consolidated fund and the securities deposit agreement of the consolidated fund.

3. The dossier as prescribed in Clause 2 of this Article shall be established in one (01) original copy accompanied by an electronic data file. The original dossier shall be directly submitted to the State Securities Commission or sent via postal service.

4. Within five (05) days from the date of receiving a complete and valid set of documents as stipulated in Clause 2 of this Article, the State Securities Commission will notify in writing its confirmation of the consolidation or merger of the fund. If it rejects, the State Securities Commission must respond in writing and specify the reasons.

5. From the date of consolidation or merger of the fund, the consolidated fund or the fund accepting the merger inherits the rights and obligations of the funds being consolidated or merged, as provided for in Clause 4 of Article 17 of this Circular.

6. Within seven (07) days from the date of the State Securities Commission's notification confirming the consolidation or merger of the fund, the fund management company must announce the completion of the consolidation or merger process in accordance with Clause 4 of Article 3 of this Circular.

Article 24. Extension of Operating Period and Dissolution of Member Funds

1. The extension of the operating period of a member fund is carried out based on the decision of the members' general meeting, in compliance with Clause 1 of Article 18 of this Circular.

2. At least fifteen (15) days before the end of the fund's operating period, the fund management company reports to the State Securities Commission about the extension of the member fund's operating period. The report on extending the operating period of the fund includes the following documents:

a) Documents specified in Clause 2 of Article 18 of this Circular;

b) List of fund members according to the form prescribed in Appendix 12 issued together with this Circular and documents about new members (if any) as stipulated at Point đ of Clause 3 of Article 21 of this Circular.

3. The procedures, steps, and documents for extending the operating period of a member fund are implemented in accordance with Clauses 3 and 4 of Article 18 of this Circular.

4. The dissolution of a member fund is carried out by the fund management company, the custodian bank, and the members' general meeting in accordance with relevant provisions in Article 19 of this Circular. Liquidation, distribution of assets, and provision of information about liquidation activities to investors are conducted according to the dissolution plan approved by the members' general meeting. The procedures, steps, and documents for announcing the dissolution, reporting on the progress of asset liquidation for dissolution, and reporting on the completion of the dissolution of the member fund are implemented in accordance with relevant provisions in Article 20 of this Circular, along with the statement from the custodian bank and the fund management company detailing the payment amounts, asset distribution lists for each member, and confirmations from members that they have received the full amount of money and assets according to the approved dissolution plan by the members' general meeting.

Article 25. Investment activities of member funds

1. Member funds may invest in asset types specified in Clauses 2 and 3 of Article 9 of this Circular. Member funds may participate in capital contributions to establish joint-stock companies and limited liability companies in accordance with the laws on enterprises. In cases where the fund charter stipulates and is approved in writing by the members' general meeting, member funds may invest in real estate assets that meet the conditions for business operation under the laws on real estate business.

2. Except where the fund charter provides otherwise, member funds are not required to comply with the provisions related to Points a, b, c, d of Clause 4, Clause 5, Clause 6, Clause 7, Clause 8, Clause 9, and Clause 10 of Article 9 of this Circular.

3. In managing member funds, the fund management company ensures:

a) Not investing in the fund itself and other securities investment funds, including securities investment companies and real estate investment funds;

b) Not using the fund's capital or assets to lend or guarantee loans for any third party; not guaranteeing the issuance of securities;

c) Where the fund charter provides, the fund may borrow against collateral, overdraft, or other forms from the custodian bank, or purchase securities on margin (margin trading) according to the following principles:

- The borrowing of assets must comply with the provisions of the law;

- The borrowing limit is decided by the members' general meeting but must ensure that the total debt and liabilities of the fund do not exceed 30% of the fund's total assets at any time;

- The credit department of the custodian bank must be completely separate in organizational structure and operations from the asset custody department of the fund; credit activities are independent of custody activities and are not within the scope regulated by the custody agreement;

- The fund management company must provide information about the rights of the custodian bank and potential conflicts of interest for the members' general meeting to review and decide;

d) Fund management fees, performance fees (if any) paid to the fund management company, fees paid to the custodian bank, and other service fees must be detailed in the fund charter, consistent with the provisions of the law.

4. The fund management company has the responsibility to establish and retain a register of contributing members and all information related to the transfer of contributions between members. The custodian bank may provide services to establish and retain the register of contributing members based on a service provision contract signed with the fund management company.

5. The fund management company shall determine, or authorize the custodian bank to periodically determine monthly, the net asset value of the member fund and the net asset value per unit of the fund. In cases where the custodian bank is authorized to determine the net asset value, the fund management company must regularly check and monitor to ensure that the determination of the net asset value complies with the provisions of the law, the provisions of the fund charter, and the net asset value is calculated accurately.

6. The fund management company must develop a valuation manual containing the contents specified in Clause 2 of Article 10 of this Circular. The list of organizations providing quotations, the valuation manual must be approved by the fund board.

7. The distribution of income of the member fund is carried out in accordance with the provisions of Article 11 of this Circular.

Article 26. Provisions on members and board of representatives of the fund

1. The rights and obligations of members participating in the general meeting of members shall be implemented in accordance with the charter of the fund, consistent with the relevant provisions set forth in Articles 12, 13, and 14 of this Circular. In cases where the fund's charter does not require it, the structure of the fund's board of representatives does not have to comply with the provisions set forth in Clause 5, Article 15 of this Circular. Other provisions regarding members of the board of representatives of the fund and the board of representatives of the fund shall be implemented in accordance with Article 15 of this Circular.

2. Capital contributors are free to transfer their contributed capital shares in the fund. The transfer of part or all of the contributed capital shares in the fund must ensure:

a) The transferee meets the relevant provisions stipulated in Clause 2, Article 3 of this Circular;

b) After the transfer, the fund still meets the conditions specified in Clause 2, Article 21 of this Circular.

3. Within fifteen (15) days from the completion of the transaction, the fund management company must notify the State Securities Commission about the transfer of contributed capital shares among the fund’s members as follows:

a) Notification of the transfer of contributed capital shares among members, specifying information about the parties involved in the transaction, the number of fund certificates and the ownership ratio of each party (before and after the transaction); the value of the transaction;

b) The transfer agreement between the fund’s members, confirmed by the fund management company.

Chapter V

SUPERVISORY BANKS AND DEPOSITORY BANKS

Article 27. General provisions on supervisory banks

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. The supervisory bank must be completely independent and separate from the fund management company that it provides supervisory services to.

3. Members of the board of directors, members of the executive board, and employees of the supervisory bank directly responsible for safeguarding the fund's assets and monitoring the fund management company's asset management activities (hereinafter referred to as operational staff) shall not be related persons or participate in managing or governing the fund management company or have ownership relationships, contribute capital, hold shares, lend or borrow from the fund management company that the supervisory bank provides supervisory services to, and vice versa.

4. The supervisory bank, members of the board of directors, members of the executive board, and operational staff shall not be trading partners in transactions involving the purchase or sale of fund assets, except in cases of foreign exchange transactions in compliance with relevant laws, or securities transactions conducted through the stock exchange trading system.

5. If circumstances arise causing the bank to no longer meet the conditions stipulated in Clauses 1, 2, and 3 of this Article, within twenty-four (24) hours from the time such circumstances arise, the bank must notify the fund management company and the State Securities Commission.

6. To monitor the fund's operations, the supervisory bank must have at least two (02) staff members holding the following certifications:

a) CHỨNG CHỈ VỀ PHÁP LUẬT CHỨNG KHOÁN;

b) Basic certification in securities and the securities market; or already holds a securities business practice certificate or has passed the international investment securities analysis certification CFA (Chartered Financial Analyst level 1) or CIIA (Certified International Investment Analyst level 1) or a securities business practice certificate issued in OECD member countries;

c) Accounting certification, or chief accountant certification, or auditing certification, or holds international certifications in accounting and auditing fields such as ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants), CA (Chartered Accountants), ACA (Associate Chartered Accountants).

7. Within ten (10) days from the date the supervision contract becomes effective, the supervisory bank has the obligation to report and submit to the State Securities Commission:

a) The supervisory contract;

b) A statement of information accompanied by a certified copy of the relevant professional certificates of the business personnel designated by the supervisory bank to supervise the custody of the fund's assets, as stipulated in Clause 6 of this Article;

c) The commitment of the supervisory bank and its operational staff to comply with the provisions stipulated in Clauses 1, 2, and 3 of this Article.

8. The reporting dossier of the supervisory bank prescribed in Clause 7 of this Article shall be established in one (01) original copy accompanied by an electronic data file. The original dossier shall be sent directly to the State Securities Commission or sent via postal service.

9. Within seven (07) days from the date of receiving a complete and valid dossier as prescribed in Clause 7 of this Article, the State Securities Commission shall issue a confirmation document for the supervisory bank's reporting dossier and the operational staff designated by the supervisory bank to monitor the fund's operations.

Article 28. Activities of Depositary Banks and Supervisory Banks

1. Depositary banks and supervisory banks may select foreign financial organizations with custodial functions to act as sub-custodians for the custody of overseas assets of funds in accordance with the provisions of the law. The delegation of custody activities must comply with the following regulations:

a) The secondary depositary must be a member of the depositary according to foreign law;

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

c) Custodied assets must be clearly identified as the assets of the fund provided services by the depositary bank and supervisory bank;

d) The depositary bank and supervisory bank are responsible for monitoring and overseeing 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;

đ) Foreign sub-custodians have the right to re-deposit assets at securities depository organizations of which they are members, in accordance with local regulations. Fund assets must be registered as owned by the fund according to relevant laws;

e) The depositary bank and supervisory bank must have complete information about all assets owned by the fund, including type, quantity, place of custody, storage of assets, and documents confirming ownership of the fund's assets. The depositary bank and supervisory bank are responsible for ensuring that the fund's assets are registered as owned by the fund and deposited so that they can always be recognized and confirmed as the fund's assets;

2. Responsibilities of depositary banks and supervisory banks in the custody of fund assets:

a) Require the fund management company to register the fund's assets under the name of the fund as soon as possible in accordance with the economic contract terms between the fund (through the fund management company) and counterparties, and in accordance with relevant laws; ensure that all assets of the fund generated within the territory of Vietnam must be registered as owned by the fund and fully deposited with the depositary bank and supervisory bank according to the following principles:

- In cases where assets are registered as owned, they should be registered and recorded under the name of the owner being the fund, except when assets must be registered and recorded under the name of the depositary bank, supervisory bank, sub-custodian, or fund management company as stipulated by relevant laws, while also being deposited with the depositary bank and supervisory bank. Original legal documents confirming asset ownership must be deposited and stored in full at the depositary bank and supervisory bank, except in cases of centralized registered and deposited securities. For immovable property, the depositary bank and supervisory bank must ensure that there are complete legal documents regarding ownership and usage rights as prescribed. For securities issued in book-entry form or where the transfer of ownership to the fund has not been completed, the original purchase contracts and transaction settlement payments must be deposited with the depositary bank and supervisory bank;

In cases where assets are not registered as owned or have not been timely transferred to the fund within the time limit specified in issuance agreements, transfer agreements, investment agreements, or equivalent economic contracts, the depositary bank and supervisory bank are responsible for clearly reporting the status of depositing and registering these assets in periodic reports established in accordance with Clause 1, Article 32 and Clause 1, Article 33 of this Circular, and simultaneously notify the fund's representative board in writing;

- In cases of assets without registration of ownership, the depositary bank and supervisory bank are responsible for periodically reconciling monthly with the capital receiving organization, issuing organization, shareholder registry management organization, or equivalent organizations regarding the quantity and value of the fund's assets, ensuring compliance with the custody of assets as stipulated in Point e, Clause 1 of this Article;

- In cases of bank deposits, the depositary bank and supervisory bank have the right and responsibility to request the fund management company to provide complete information about deposit contracts and fund deposit accounts. The depositary bank and supervisory bank are responsible for monthly reconciliation of deposit account balances and the value of deposit contracts with the banks receiving the fund's deposits;

b) Manage and deposit separately the assets of each fund; separate the assets of funds from the assets of the depositary bank and supervisory bank, and separate them from the assets of other customers of the depositary bank and supervisory bank. Each fund opens a separate securities deposit account, distinct from the securities deposit accounts of other individuals and organizations, including those of the fund management company;

c) The fund management company is the authorized representative to execute the fund's asset transactions. The transfer of fund assets in investment and divestment activities can only be carried out according to written instructions from the fund management company in accordance with the custody contract and supervisory contract;

d) Settlement of listed and registered securities transactions must comply with the principles of simultaneous delivery of securities and payment, and netting and 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. All transfer, payment, and asset transfer transactions must be conducted accurately to the fund's trading counterparts and fund accounts. The settlement amount must correspond to the quantity of assets, transaction price, and match the amounts recorded in settlement documents.

d) Implement accurately, fully, and promptly according to the lawful orders and directives of the fund management company; enforce fully and promptly all rights and obligations related to the ownership of the fund's assets, including tax settlement procedures for the fund;

e) Confirm reports on the fund's assets prepared by the fund management company, ensuring that the asset volume in the report is accurate, complete, and consistent with the actual deposited assets at the bank;

g) Participate and provide full information at meetings of the investment fund shareholders' assembly, the fund members' assembly, and the fund board meetings, but without voting rights.

3. The fund's assets in physical or non-physical form, registered under the fund's name or not under the fund's name (in cases where assets are not registered according to the law), deposited at the depositary bank, supervisory bank, and sub-depositary organization (if any), are the fund's property, not the property of the depositary bank, supervisory bank, or fund management company. The depositary bank and supervisory bank shall not use the fund's assets to settle their own debts or third-party debts, including those of the fund management company.

4. Transactions for the fund on the accounts of the depositary bank and supervisory bank, including activities of receiving money, transaction settlements, dividend payments, bond interest, and other income, must be clearly identified as belonging to the fund. In cases where transactions are conducted on the accounts or in the name of the sub-depositary organization according to relevant laws, these transactions and assets involved must be clearly identified as belonging to the fund through the supervisory bank.

5. The depositary bank and supervisory bank must have appropriate technical systems to automatically receive, monitor, execute, and account for transactions related to the fund's assets on its accounts, except where there are specific written instructions from the fund management company. This system must ensure compliance with the following basic requirements:

a) Maintain accounting records to record all assets of the funds comprehensively and fully. Any changes related to the assets must also be fully, accurately, and promptly reflected;

b) Collect, disburse, and record dividends, interest on bonds, capital gains, and other income;

c) Account for securities and fund certificates in buyback, additional issuance, or conversion transactions;

d) Execute journal entries and pay out expenses;

đ) Receive and execute journal entries recorded in the securities account from additional issuances, restructuring of issuing organizations, and other related adjustment activities;

6. The depositary bank and supervisory bank are responsible for fully compensating the fund in case of loss of the fund's deposited assets and stored in the bank's vaults as stipulated by law, including in cases of negligence or fraudulent acts by bank employees, or due to carelessness or lack of caution by the bank.

7. The depositary bank and supervisory bank are responsible for fully compensating the fund in case of loss of the fund's assets by the sub-depositary organization, except in the following cases:

a) Situations of force majeure beyond the control of the depositary bank and supervisory bank, which have been clearly defined as exempting the depositary bank and supervisory bank from liability according to the terms of the deposit agreement and supervisory agreement;

b) The sub-depositary organization has the responsibility to compensate the fund and the deposit agreement allows the fund management company to request compensation from the sub-depositary organization on behalf of the fund;

c) The depositary bank, supervisory bank has fully performed its duty of verification and related authorization activities in accordance with the provisions of the law.

8. In cases where the depositary bank provides supervisory services for member funds, the depositary bank only fulfills the reporting obligation to the contributing members as stipulated in the supervisory agreement, without needing to fulfill the reporting obligation to the State Securities Commission regarding supervisory activities as provided in Article 29 of this Circular.

Article 29. Supervisory activities of closed-end fund management companies by the supervising bank

1. The scope of supervision is limited to the activities of the fund management company related to the closed-end fund that the bank performs its supervisory function.

2. Responsibilities of the supervising bank in supervising the investment activities of the fund management company concerning the assets of the closed-end fund:

a) Cooperate with the fund management company to periodically review internal procedures regarding principles and methods for determining the net asset value of the fund; supervise the determination of the net asset value; check and 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) Supervise investment activities and asset transactions of the fund, recheck to ensure that the types of invested assets and the portfolio structure comply with legal restrictions on investments and borrowing, as well as with the fund's charter; supervise asset transactions between the fund and the fund management company and related parties, ensuring compliance with legal regulations and the fund's charter;

In case of discovering signs of violation of legal regulations, the supervising bank must report to the Securities Commission and notify the fund management company within twenty-four (24) hours from the time of discovery, while requiring the fund management company to promptly implement measures to address and mitigate any resulting consequences within the prescribed timeframe;

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

d) Supervise and ensure legality, only making payments from fund assets for expenditures in accordance with legal regulations and the fund's charter;

đ) Supervise other activities of the fund management company in managing fund assets in compliance with Article 98 of the Securities Law, relevant provisions in this Circular, and guidelines for the Securities Law and the fund's charter;

e) Confirm reports on the net asset value, investment activities, and investment portfolios of the fund prepared by the fund management company.

3. The supervising bank has the responsibility to establish and retain for ten (10) years files and documents in both paper form and electronic data files to confirm the fund management company's compliance with legal regulations according to the model specified in Appendix 15 issued together with this Circular. These documents must be provided upon written request by the Securities Commission.

4. Upon a written request from the fund management company, the supervising bank has the responsibility to provide timely, complete, and accurate information necessary for the fund management company and approved auditing organizations so that these organizations can fully exercise their rights and obligations towards the fund in accordance with legal regulations and the fund's charter.

5. The supervising bank has the right to require the fund management company to promptly provide necessary documents and information, and if relevant, to enable the supervising bank to fully exercise its rights and obligations towards the fund in accordance with legal regulations. The supervising bank has the responsibility to maintain confidentiality in accordance with legal regulations for all documents and information received from the fund management company.

6. The supervising bank may provide services to determine the net asset value of the fund for the fund management company. The department providing net asset value determination services at the supervising bank must be separate in terms of personnel and customer electronic database systems from departments performing supervisory functions and other business departments of the supervising bank. The department providing net asset value determination services must have staff holding a Certified Public Accountant certificate or an audit, accounting, or international accounting certification such as ACCA, CPA, CA, or ACA.

7. In case the fund management company does not proceed to take actions to restore the fund's position within the time frame stipulated in Clause 6 and Clause 7 of Article 9 of this Circular, the supervising bank has the responsibility to report to the Securities Commission within seven (07) days from the date the supervising bank sends notification to the fund management company. In this situation, the supervising bank has the right to only execute lawful orders and instructions from the fund management company that do not lead to the fund's investment portfolio violating legal regulations and other provisions in the fund's charter.

8. In case the fund management company must compensate losses to the fund and investors as stipulated in Clause 8 of Article 9 of this Circular and other related provisions, the supervising bank must cooperate with the fund management company to promptly and fully process payments to investors based on lawful instructions from the fund management company. The supervising bank, or jointly with the fund management company (depending on the content of the supervisory contract), has the responsibility to compensate losses to the fund in cases where losses arise due to the supervising bank failing to fully and promptly fulfill its supervisory responsibilities over the fund's investment activities, net asset value determination, and other supervisory activities in accordance with legal regulations. The level of compensation for losses is implemented according to the terms of the contract signed or agreed between the fund management company and the supervising bank.

Article 30. Termination of rights and obligations of the depositary bank and supervisory bank towards the fund

1. The depositary bank and supervisory bank shall terminate their rights and obligations towards the fund in the following cases:

a) The depositary bank and supervisory bank are divided, split, dissolved, declared bankrupt, merged, consolidated, transformed into another legal entity, or have their securities deposit registration certificates revoked according to Clause 2, Article 51 of the Securities Law;

b) Unilaterally terminating the deposit agreement and supervision agreement;

c) The fund has completed its operational period, been dissolved, or merged;

d) Pursuant to the decision of the investors' general meeting or the fund's members' general meeting.

2. In the cases stipulated in Clause 1 of this Article, the rights and obligations of the supervisory bank and depositary bank towards the fund shall be transferred to another supervisory bank or depositary bank according to Article 31 of this Circular. The depositary bank and supervisory bank shall only terminate the contract after completing the transfer of all rights and obligations to the replacement bank.

3. In the case where the depositary bank and supervisory bank transform their legal status, the new bank shall inherit all rights and obligations towards the assets deposited and supervised at the old bank.

Article 31. Change of Depositary Bank and Supervisory Bank

1. In the event of changing the depositary bank and supervisory bank, the fund management company shall have the obligation to report to the State Securities Commission and propose the replacement depositary bank and supervisory bank along with the following documents:

a) A request for replacement of the supervisory bank and depositary bank signed by the fund management company and the depositary bank and supervisory bank, stating the reasons for replacement, accompanied by a commitment from the depositary bank and supervisory bank to fully hand over rights and obligations towards the fund's assets to the replacement depositary bank and supervisory bank;

b) Minutes of the meeting and resolution of the investors' general meeting or the fund's members' general meeting regarding the change of the depositary bank and supervisory bank, specifying the proposed replacement depositary bank and supervisory bank, and approving the plan to transfer assets from the old depositary bank and supervisory bank to the replacement depositary bank and supervisory bank;

c) The basic deposit agreement and basic supervision agreement signed with the replacing depository bank and supervising bank;

d) Amended fund charter;

đ) Plan for the transfer of rights and responsibilities between the banks, including during the transition period when both banks are implementing the transfer, and the method of handling issues related to the rights and obligations of the parties involved.

2. The dossier specified in Clause 1 of this Article shall be established in one (01) original copy accompanied by an electronic data file. The original dossier shall be directly sent to the State Securities Commission or sent via postal service.

3. Within ten (10) days from the date of receiving a complete and valid dossier as stipulated in Clause 1 of this Article, the State Securities Commission shall adjust the content regarding the change of the supervisory bank and depositary bank on the fund establishment registration certificate or notify the report on the establishment of the fund member. In case of rejection, the State Securities Commission must respond in writing and specify the reasons.

4. The rights and obligations of the supervisory bank and depositary bank towards the fund shall only terminate at the time when the transfer of rights and obligations towards the fund to the replacement supervisory bank and depositary bank is completed. The replacement supervisory bank and depositary bank must establish and send to the State Securities Commission a handover protocol between the two banks, supervised by the fund management company and the fund representative council, with confirmation.

5. Within ten (10) days from the date of completing the replacement of the depositary bank and supervisory bank as stipulated in Clause 3 of this Article, the fund management company shall have the responsibility to disclose information about the change of the depositary bank and supervisory bank towards the fund in accordance with relevant laws.

Chapter VI

REPORTING OBLIGATION

Article 32. Information for investors and reporting obligations regarding fund activities

1. The fund management company must regularly submit to the State Securities Commission the following reports:

a) Weekly report on changes in the net asset value of closed-end funds according to the form prescribed in Appendix 16 issued together with this Circular;

b) Report on investment activities (including asset information) of the fund on a monthly, quarterly, and annual basis according to the form prescribed in Appendix 17 issued together with this Circular;

c) Prospectus, summary prospectus; audited quarterly, semi-annual financial reports, and annual financial reports.

2. The documents specified in Clause 1 of this Article must be provided free of charge to investors on the fund management company's electronic information website, or sent directly via email to investors or other methods stipulated in the fund charter and prospectus.

3. Investors may refuse to accept the documents specified in Clause 2 of this Article. In case investors request, the fund management company must provide the risk management process, clearly stating investment restrictions, preventive and risk management methods used to manage the fund's assets.

4. Reporting deadlines:

a) For monthly reports, within five (05) days from the end of the month;

b) For quarterly reports, within twenty (20) days from the end of the quarter;

c) For semi-annual reports, within thirty (30) days from the end of the second quarter;

d) For annual reports, within ninety (90) days from the end of the fiscal year.

5. In addition to the reports required under this Article, when necessary, to protect common interests and investor interests, the State Securities Commission may require the fund management company to report on the fund's activities.

6. The fund management company must report to the State Securities Commission within forty-eight (48) hours from receiving the reporting request prescribed in Clause 5 of this Article.

7. Reports submitted to the State Securities Commission must be accompanied by an electronic data file.

8. Within seven (07) days from the date of amending or supplementing the fund charter, updating the prospectus, the fund management company must report to the State Securities Commission, attaching the fund charter and prospectus, and simultaneously implementing information disclosure as stipulated in Clause 4, Article 3 of this Circular and providing to investors upon request.

Article 33. Reporting Obligations of Supervisory Banks and Custodian Banks

1. The supervisory bank must prepare and submit to the State Securities Commission monthly, quarterly, and annual supervision reports on the fund asset management activities carried out by the fund management company according to the form prescribed in Appendix 18 issued together with this Circular. The supervisory bank's report must assess compliance with legal regulations and provisions in the fund charter as follows:

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

b) Evaluate the determination of the net asset value of the fund, detailing cases of incorrect valuation of fund assets (if any);

c) Issuance of fund certificates, fund capital raising;

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

2. 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 violates securities and securities market laws;

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

c) Other cases as required by the State Securities Commission.

Chapter VII

IMPLEMENTING PROVISIONS

Article 34. Effective Date

This Circular takes effect from March 15, 2013, and replaces Decision No. 45/2007/QD-BTC dated June 5, 2007, of the Minister of Finance on the issuance of the Charter for the establishment and management of securities investment funds.

Article 35. Implementation

The State Securities Commission, fund management companies, supervisory banks, custodian banks, and organizations and individuals related to closed-end funds and member funds are responsible for organizing implementation.