Circular No. 229/2012/TT-BTC guides the establishment and management of exchange-traded fund (ETF) index funds.

CIRCULAR

Guidelines for Establishing and Managing Exchange-Traded Funds (ETFs)

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Pursuant to the Securities Law dated June 29, 2006;

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

Pursuant to the Enterprise Law dated November 29, 2005;

Pursuant to Decree No. 58/2012/NĐ-CP dated July 20, 2012, issued by 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 to guide the establishment and management of exchange-traded funds (ETFs).

PART I

GENERAL PROVISIONS

Article 1. Scope of Regulation and Applicability

1. This Circular stipulates the procedures for raising capital, establishing, managing, and supervising the operations of exchange-traded funds (ETFs).

2. The subjects to which this Circular applies include:

a) Fund management companies and banks operating within the territory of the Socialist Republic of Vietnam that manage and provide services for ETFs;

b) The Vietnam Securities Depository, Stock Exchanges, securities trading organizations, fund initiators, and other entities providing services related to capital raising, establishment, and management of ETFs;

c) Investors participating in the ETF.

Article 2. Interpretation of Terms

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

1. Benchmark Index is a market index that complies with the provisions of Clause 4, Article 3 of this Circular, established and managed by the Stock Exchange in Vietnam.

2. Underlying Securities are the securities constituting the portfolio of the benchmark index.

3. Underlying Security Portfolio is a portfolio consisting of underlying securities designed to replicate the movements of the benchmark index and accepted by the fund management company in exchange transactions for ETF share certificates.

4. Distributors are securities companies engaged in brokerage activities that have entered into distribution agreements for ETF share certificates with the fund management company and fund initiators.

5. ETF Share Certificate is a security confirming the investor's ownership interest in a portion of the capital contribution to the ETF. The face value of the ETF share certificate is ten thousand Vietnamese dong (VND 10,000).

6. Reference Net Asset Value (iNAV) on an ETF share certificate is the net asset value per ETF share certificate determined during the trading session.

7. Portfolio Swap involves exchanging the underlying security portfolio for a batch of ETF share certificates and vice versa. This transaction is conducted between the ETF and the fund initiator, investors meeting the conditions specified in the fund charter.

8. Personal File includes the information provision form according to Model 12 attached to this Circular, a certified copy of the national identity card, passport, or other valid personal identification document.

9. Swap Transaction Order includes a purchase order where the fund initiator or investor requests the fund to accept the underlying security portfolio and issue batches of ETF share certificates, and a sale order where the fund initiator or investor requests the fund to accept batches of ETF share certificates and return the underlying security portfolio.

10. A Batch of ETF Share Certificates consists of at least one hundred thousand (100,000) ETF share certificates. A batch of ETF share certificates is the unit of trade in portfolio swap transactions between the ETF and the fund initiator, investors.

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

12. Swap Trading Date is the valuation date on which the ETF, through the fund management company, issues and redeems batches of ETF share certificates from the fund initiator and investors under the portfolio swap mechanism.

13. Group of Companies with Ownership Relationships are companies with parent-subsidiary relationships, joint ventures, and affiliated companies.

14. Exchange-Traded Fund (ETF), abbreviated as ETF, is an open-ended fund formed through the acceptance and swapping of underlying security portfolios for ETF share certificates. ETF share certificates are listed and traded on the Stock Exchange.

15. Registered Capital of the Fund is the net asset value of the ETF determined at the end of the initial public offering period and recorded in the fund charter.

16. Fund Initiator is a securities company engaged in brokerage and proprietary trading, or a depository bank that has signed a fund establishment agreement with the fund management company.

17. Cut-off Time for Order Submission is the final time by which distributors and fund initiators must receive swap transaction orders from investors to execute on the swap trading date. The cut-off time is specified in the fund charter, publicly announced in the prospectus, summary prospectus, and shall not be later than the market closing time of the Stock Exchange where the ETF share certificates are listed.

18. Market Maker for ETF is a fund initiator selected by the fund management company to enter into a market-making service agreement for the ETF.

19Related Service Providers are supervisory banks and the Vietnam Securities Depository providing one or more of the following services:

a) Fund Management Services:

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

- Preparing financial statements of the fund; coordinating and supporting the fund's audit organization in conducting audits;

- Determining the net asset value of the fund, net asset value per batch of share certificates, and net asset value per share certificate in accordance with laws and the fund charter;

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

b) Transfer Agent Services:

- Maintaining the investor registration book, investor accounts, and fund initiator accounts; confirming ownership of share certificates;

- Recording swap orders, purchase orders, and sale orders from investors and fund initiators; transferring ownership of share certificates; updating the investor registration book;

- Assisting investors in exercising rights related to their ownership of share certificates;

c) Customer Relationship Services:

- Organizing meetings of the fund's board of directors and investor meetings; maintaining communication channels with investors, fund initiators, distributors, state management agencies, and other authorized organizations;

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

20. Securities Trading Organization is a securities company, fund management company, or branch of a fund management company in Vietnam.

21. Depositary Bank is a commercial bank with a registration certificate for securities depositary activities.

22. Supervising bank The depositary bank has the function of providing depositary services and supervising the management of ETF funds by the fund management company.

Article 3. General Provisions

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

a) The term "ETF Fund";

b) The abbreviated name of the fund management company and the reference index.

2. ETF Fund certificates are listed on the Stock Exchange in Vietnam.

3. The assets of the ETF Fund are deposited with a supervisory bank that is not related to the fund management company. The investment activities of the ETF Fund are supervised by the supervisory bank.

4. The reference index of the ETF Fund must satisfy all of the following conditions:

a) It is established and managed by the Stock Exchange in Vietnam;

b) It is based on the listed structured securities on the Stock Exchange in Vietnam;

c) It has specific, clear objectives, high representativeness, reflecting the characteristics of the market or industry sector. The principles of operation, management, and maintenance of the index must ensure that it reasonably reflects overall market movements or those of the industry sector, accurately reflects the price fluctuations of structured securities, changes in the weight of structured securities, and types of structured securities;

d) The portfolio of securities in the reference index must be diverse and ensure:

- For stock indices: there must be a minimum of ten (10) stocks in the portfolio. The weight of each stock in the portfolio shall not exceed twenty percent (20%) of the value of the index;

- For bond indices: there must be a minimum of five (05) bonds in the portfolio. The weight of each bond in the portfolio shall not exceed twenty percent (20%) of the value of the index, except for government bonds, treasury bills, bonds guaranteed by the government, and local government bonds;

e) Information about the reference index and daily changes in the reference index must be published daily on the Stock Exchange's website and other mass media in accordance with legal provisions on information disclosure in the securities market.

5. The portfolio of underlying securities in swap transactions must satisfy all of the following conditions:

a) It must include at least fifty percent (50%) of the underlying securities forming the reference index (the portfolio of securities in the reference index);

b) The value of the portfolio of underlying securities shall not be less than ninety-five percent (95%) of the value of the corresponding portfolio of securities in the reference index.

6. Information disclosure related to the establishment of the ETF Fund, the investment activities of the ETF Fund, and other activities related to the ETF Fund shall be carried out by the fund management company through one of the following mass media:

a) On publications and websites of the fund management company, the Stock Exchange where the fund certificates are listed, and the fund establishment members;

b) In an online newspaper or printed newspaper.

Chapter II

ESTABLISHMENT AND MANAGEMENT OF ETF FUNDS

Section 1. ESTABLISHMENT OF ETF FUNDS

Article 4. Conditions for establishing an ETF Fund

1. The issuance of ETF fund certificates and the collection of securities portfolios to establish an ETF fund must be registered with the State Securities Commission.

2. The conditions for issuing ETF fund certificates are as follows:

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

b) Having at least two (02) founding members;

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

d) The fund management company not being in a state of being penalized for violations in the securities sector without fully implementing the sanctions and corrective measures according to the decision of the competent authority;

đ) In the initial offering, each investor and founding member must subscribe to purchase at least one (01) lot of fund certificates. The total number of successfully offered fund certificate lots must reach at least ten (10) lots, or another quantity ensuring that the charter capital of the fund does not fall below fifty (50) billion VND.

3. State agencies and units of the People's Armed Forces of Vietnam shall not participate in contributing capital to establish funds or purchasing fund certificates. The participation of credit institutions, insurance enterprises, securities trading organizations, and state-owned joint-stock companies in contributing capital to establish funds or purchasing fund certificates shall be carried out in accordance with the relevant specialized laws. Foreign investors are not subject to ownership ratio restrictions in ETF funds.

Article 5. Documents for Registration of Issuance of ETF Fund Certificates

1. The documents for registration of issuance of ETF fund certificates include:

a) An application for issuance of ETF fund certificates in the form specified in Appendix No. 01 issued together with this Circular;

b) Fund Charter;

c) Prospectus and summary prospectus;

d) Any materials intended for advertising and information dissemination about the fund;

đ) A list attached to the personal file of fund management staff;

e) Master agreements on service activities signed with the supervisory bank; master agreements signed with the Stock Exchange, the Securities Depository Center, and related service providers (if any); master agreements signed with founding members; master agreements signed with market makers (if any), accompanied by other documents confirming that the founding members meet the conditions stipulated in Clause 1, Article 11 of this Circular;

g) Materials regarding the reference index, including principles for constructing and managing the index and detailed descriptions of the portfolio structure of the index, selection principles and methods for stocks in the index basket, calculation principles and methods for the index.

2. The documents for registration of issuance of ETF fund certificates shall be prepared in one (01) original copy along with an electronic data file. The original file shall be directly submitted to the State Securities Commission or sent via postal mail.

3. The fund management company is responsible for the accuracy, truthfulness, and completeness of the information in the documents, ensuring that all important information that may affect the investor's decision is included. 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, new information arises, or information is omitted, or if it deems necessary to clarify issues that could cause misunderstanding. Amendments and supplements must be signed by those who have signed the issuance registration application or by persons holding the same position as those individuals or by the legal representative of the company.

4. Within thirty (30) days from the date of receipt of complete and valid documents as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a certificate of registration for the issuance of ETF fund certificates. In case of refusal, the State Securities Commission must provide a written response stating the reasons.

5. During the period when the State Securities Commission is reviewing the documents for registration of issuance of ETF fund certificates, the fund management company and related parties may only use the information in the prospectus honestly and accurately to conduct market surveys, clearly indicating that all information is merely preliminary. This information shall not be disseminated through mass media.

6. The certificate of registration for the issuance of ETF fund certificates issued by the State Securities Commission to the fund management company confirms that the documents for registration of issuance of ETF fund certificates comply with the conditions and procedures prescribed by law.

Article 6. Offering and Distribution of ETF Certificate Lots

1. The offering of ETF certificate lots may only be carried out after the State Securities Commission issues a registration certificate for the offering of ETF certificates.

2. Within seven (07) days from the date the registration certificate for the offering of ETF certificates becomes effective, the fund management company must publish the offering notice as prescribed in Clause 6, 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, fund establishment members, and distribution agents must distribute ETF certificate lots in a fair and transparent manner, ensuring a minimum subscription period of twenty (20) days for investors. This period must be recorded in the offering notice.

4. Fund establishment members register to contribute capital directly with the fund management company to establish the ETF. Investors register to contribute capital to establish the ETF through fund establishment members or distribution agents where they have securities trading accounts opened.

5. The contribution of capital to establish the ETF by fund establishment members and investors shall be made through a portfolio of underlying securities. The portfolio of underlying securities and the number of ETF certificate lots distributed to fund establishment members and investors shall be determined based on the reference index of the last trading day during the offering period.

In cases where the fund charter specifies and has been published in the prospectus, offering notice, investors may contribute capital in cash. The mechanism, form of payment, and principles for determining the number of ETF certificates distributed to investors based on their cash contributions shall be implemented according to the provisions of the fund charter and published in the prospectus and summary prospectus.

6. The entire portfolio of underlying securities of fund establishment members and investors must be frozen at the Securities Depository Center. Immediately upon the effectiveness of the fund establishment registration certificate, these assets must be deposited in the ETF fund's deposit account opened at the supervisory bank.

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

Within seven (07) days from the date of receipt of the document from the fund management company, the State Securities Commission will consider extending the distribution period, but not exceeding thirty (30) days. In case of refusal, the State Securities Commission must respond in writing and provide specific reasons.

8. Suspension or cancellation of the offering period must be publicly announced by the fund management company as prescribed in Clause 6, Article 3 of this Circular and the laws governing information disclosure in the securities market, and must comply with the provisions of Articles 22 and 23 of the Securities Law.

Article 7. Documents for registration of fund establishment

1. Within five (05) days following the end of the offering period, the fund management company must submit to the State Securities Commission the documents for registration of fund establishment including:

a) A request for issuance of a certificate of registration for fund establishment according to the form prescribed in Appendix No. 04 issued together with this Circular;

b) A report on the results of the fund certificate offering by the supervisory bank accompanied by a list of fund establishment members and investors: full name, valid identification number or passport, contact address (for individuals), full name, abbreviated name, business registration number, establishment and operation license number, main office address (for organizations); securities deposit account number; quantity of registered purchases of ETF fund certificate lots...according to the form prescribed in Appendix No. 03 issued together with this Circular; confirmation from the Securities Depository Center regarding the detailed portfolio of each fund establishment member and investor's securities being frozen for the purpose of inclusion in the ETF fund according to the form at Appendix No. 20 issued together with this Circular;

c) Official contracts signed with fund establishment members, the Securities Depository Center, the Stock Exchange, and the supervisory bank.

2. The documents for registration of fund establishment shall be prepared in one (01) original copy along with an electronic data file. The original set of documents shall be directly submitted to the State Securities Commission or sent via postal service.

3. Within fifteen (15) days from the date of receipt of complete documents as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a certificate of registration for fund establishment. In case of refusal, the State Securities Commission must provide a written response stating the reasons.

4. Within forty-five (45) days from the date the certificate of registration for fund establishment becomes effective, the fund management company shall submit to the State Securities Commission and simultaneously publish information as prescribed in Clause 6 of Article 3 of this Circular the following contents:

a) Minutes of meetings, ballot counting records, resolutions of the investor assembly concerning the fund board, fund board members, and related matters;

b) List and personal files of fund board members.

Article 8. Fund Charter, Offering Memorandum, Summary Offering Memorandum

1. The initial fund charter shall be established by the fund management company according to the form prescribed in Appendix No. 08 issued together with this Circular. Fund establishment members and investors who have registered to purchase ETF fund certificates are deemed to have approved the charter. In cases where amendments or supplements to the issued fund charter are made, the fund management company must seek the opinion of the investor assembly. If the fund charter permits it, the fund management company may correct grammatical, spelling, and punctuation errors that do not affect the content of the charter without seeking the opinion of the investor assembly. After amending or supplementing the fund charter, the fund management company must notify investors about the amended or supplemented contents.

2. The fund management company must establish and provide to investors the Offering Memorandum and Summary Offering Memorandum containing all relevant information according to the forms prescribed in Appendices No. 09 and No. 10 issued together with this Circular. The Offering Memorandum and Summary Offering Memorandum must be updated when significant information arises or is updated periodically according to the frequency specified in the fund charter. The Offering Memorandum and Summary Offering Memorandum must be presented clearly, minimize the use of specialized terms, be published on the fund management company's electronic information website, and provided free of charge to investors upon request.

Article 9. Confirmation of Ownership Rights, Registration, and Custody of ETF Fund Certificates

1. Within five (05) days from the date the fund registration certificate becomes effective, the fund management company or the organization providing transfer agency services shall be responsible for establishing the investor registration book and confirming the ownership rights of the fund members and investors for the number of ETF fund certificates they have registered to purchase. The investor registration book must accurately record the following main contents:

a) The name and main office address of the fund management company; the name and main office address of the supervisory bank; the full name of the fund;

b) The total number of fund certificates sold; the structure and detailed portfolio, and the amount of capital raised;

c) A list of fund members, investors, and the following information: full name, valid identification number or passport, contact address (for individuals); full name, abbreviated name, business registration number, establishment and operation license number, main office address (for organizations); securities account number; the number of ETF fund certificates registered for purchase; ownership ratio;

d) The date of establishment of the investor registration book.

2. Within ten (10) days from the date the fund registration certificate becomes effective, the fund management company or related service-providing organization must register and custody the ETF fund certificates for fund members and investors at the Securities Depository Center. The registration and custody documents for the ETF fund certificates shall be carried out according to the guidelines of the Securities Depository Center.

3. The number of ETF fund certificates issued and repurchased on the next trading day will be automatically updated, registered, and custodied in the Securities Depository Center's system according to the guidelines of the Securities Depository Center.

Article 10. Listing and Delisting of ETF Fund Certificates

1. Within a maximum period of thirty (30) days from the date the fund registration certificate becomes effective, the fund management company must complete the procedures for listing the ETF fund certificates at the Stock Exchange. The listing documents for the ETF fund certificates shall be carried out according to the guidelines of the Stock Exchange.

2. After each swap trading day, the Securities Depository Center is responsible for notifying the Stock Exchange about the volume of ETF fund certificates issued and repurchased by the fund management company.

3. ETF fund certificates will be delisted in the following cases:

a) The tracking error (TE) continuously exceeds the maximum allowable deviation specified by the Stock Exchange over the last three (03) months, where the tracking error of the current week (t) is determined by the following formula:

 

In which: R_i is the difference between the net asset value fluctuation of the fund and the reference index fluctuation of the previous week i, starting from the current week (t), determined by the following formula:

,

 

 

If the fund's operating time has not reached six (06) months, n is the number of weeks from the date the fund registration certificate becomes effective.

b) The reference index cannot be determined due to force majeure reasons clearly stipulated in the principles for determining the index;

c) The fund is dissolved as provided for in Article 20 of this Circular;

d) Other cases as prescribed by the Stock Exchange and in the fund charter.

4. In case the deviation of the ETF fund exceeds eighty percent (80%) of the maximum allowable deviation specified by the Stock Exchange, the fund management company is responsible for reporting to the State Securities Commission and the Stock Exchange, and simultaneously announcing the information as prescribed in Clause 6, Article 3 of this Circular within twenty-four hours after the occurrence of the event. Within three (03) months, the fund management company is responsible for adjusting the fund's investment portfolio to ensure that the deviation does not exceed eighty percent (80%) of the maximum allowable deviation.

Article 11. Members establishing the fund, market-making organizations

1. Members establishing the fund must satisfy the following conditions:

a) They are securities companies with brokerage and proprietary trading businesses; depository banks;

b) In the twelve (12) months immediately preceding the month of submitting the application to establish the ETF fund, they maintain a minimum available capital ratio of two hundred twenty percent (220%) or a higher ratio as required by the fund management company. Depository banks must meet the capital safety ratio as prescribed by banking laws;

c) They have signed an ETF fund establishment contract with the fund management company;

d) They satisfy other conditions (if any) stipulated in the ETF fund establishment contract.

2. Rights of members establishing the fund:

a) They are provided with brokerage services for investors in swap activities as prescribed in Article 12 of this Circular. This provision applies only to members establishing the fund that are securities companies;

b) They may conduct proprietary trading transactions with ETF funds through the fund management company, exchanging their own portfolio of underlying securities for ETF share certificates and vice versa;

c) They may borrow underlying securities to exchange for ETF share certificate lots; or borrow ETF share certificate lots to exchange for a portfolio of underlying securities. These securities lending and borrowing activities must be conducted on the system and in accordance with the guidance of the Securities Depository Center;

d) They may execute ETF share certificate and underlying security transactions when there is a matched order, ensuring sufficient assets at the time of transaction settlement as prescribed in Clause 2 of Article 13 of this Circular.

3. Obligations of members establishing the fund:

a) They receive trading orders (directly or through distribution agents) and transfer each investor's trading orders to the fund management company, the Securities Depository Center, and related service providers fully, promptly, and accurately. This provision applies only to members establishing the fund that are securities companies;

b) They shall not aggregate or net off trading orders from different investors. Investor trading orders must be processed independently and separately from the processing of their own trading orders. In ETF share certificate trading on the Stock Exchange, the member establishing the fund must execute investor orders before executing its own orders. In swap transactions for ETF share certificate lots, the member establishing the fund can only use assets in its proprietary account, its own assets to exchange for ETF share certificate lots, and cannot use investor assets;

c) They ensure that investors have sufficient money and pledged securities to execute transactions in accordance with the law;

d) They manage investors' assets separately on individual investor accounts, independent from their own assets. They shall not use investors' assets in any form; they shall not deposit, withdraw, transfer, or conduct transactions related to investors' assets; they shall not accept investors' authorization and transfer money or assets between investors' accounts. Transactions related to investors' assets may only be carried out if they comply with legal provisions and pursuant to lawful instructions and in writing from investors;

e) They maintain continuous and unobstructed communication channels with investors, ensuring accurate, complete, and timely updates of all information and answers to investors' queries about offered fund products; they compile and summarize account statements, confirm transactions upon investors' requests; provide investors with prospectuses, summary prospectuses, fund financial reports, documents on investor meetings, and other information; fulfill reporting obligations and disclose information according to the fund management company's authorization;

f) They compile and store detailed information about investors and their transactions. They provide this information to the fund management company, the Stock Exchange, the Securities Depository Center, related service providers, and the State Securities Commission upon request of these agencies and organizations;

g) They comply with the principles of operation of distribution agents as prescribed in regulations on the establishment and management of open-ended funds issued by the Ministry of Finance.

4. In cases of contract termination or signing new member establishment contracts, within five (05) days from the date of signing the termination agreement or new contract with the member establishing the fund, the fund management company has the responsibility to notify the State Securities Commission, simultaneously sending the termination agreement or new contract and publicly disclosing information about the termination of the member establishment contract or adding a new member establishment fund according to Clause 6 of Article 3 of this Circular.

5. If the fund charter provides for it, the fund management company may designate one or more member establishing funds as market-making organizations for ETFs. The fund management company is responsible for submitting to the State Securities Commission the market-making activity contract immediately after signing with market-making organizations.

6. Market-making organizations must post bid prices and ask prices for ETF share certificates; they are responsible for buying and selling ETF share certificates at posted prices on trading days and fulfilling their obligations and responsibilities according to the market-making organization operating rules established and promulgated by the Stock Exchange.

Section 2. EXCHANGE OF ETF FUND CERTIFICATES

Article 12. Swap transactions (primary transactions)

1. Swap transactions shall be conducted in accordance with the following principles:

a) Only applicable to investors who meet certain conditions clearly stipulated in the fund charter and prospectus, and for fund establishment members;

b) Investors may only conduct swap transactions through fund establishment members where they have opened securities trading accounts and signed service contracts on swap transactions;

c) The frequency of swap transactions shall be carried out according to the provisions in the fund charter and publicly announced in the prospectus and summary prospectus, but at a minimum not less than twice in one month;

d) The transaction unit is one lot of ETF fund certificates. In cases where the fund charter specifies and has been publicly announced in the prospectus and summary prospectus, the fund management company has the right to adjust the number of fund certificates in one lot of ETF fund certificates, however, it must ensure that one lot contains no fewer than one hundred thousand (100,000) fund certificates. In the event of adjustment, the earliest implementation date of the new lot of fund certificates is fifteen (15) days from the date the information about the size of the new lot of fund certificates is published on the electronic information website of the Securities Exchange, Securities Depository Center, fund management company, fund establishment member, and distributors;

đ) Swap transaction orders of fund establishment members and investors shall be transmitted to the fund management company and must be stored in accordance with the laws on securities. In cases where distributors, fund establishment members, and fund management companies receive transaction orders via the internet, telephone, or fax, they must comply with legal regulations on electronic transactions and securities, while ensuring:

- Full, accurate, timely, and clear recording of the time of receipt and the person receiving the order;

- Before execution, the fund management company must reconfirm with the fund establishment member, and the fund establishment member must reconfirm with the investor. Fund establishment members and investors must provide the original order form with the signature of an authorized representative for storage. The time for providing the original order form is specified in the fund establishment participation contract and the prospectus;

e) Swap transaction orders can only be executed when the following minimum conditions are met:

- Transmitted by the fund establishment member to the fund management company and the supervisory bank before the closing time of the order book. Orders received after the closing time of the order book will be executed on the next swap trading day or canceled, depending on the provisions in the fund charter and publicly announced in the prospectus and summary prospectus;

- Confirmed by the fund management company as meeting the conditions for execution after the Securities Depository Center and the supervisory bank ensure that the fund establishment member and investor have sufficient portfolio securities or lots of fund certificates to complete the settlement on the settlement date. In the case of selling ETF fund certificates, the remaining number of ETF fund certificates of the fund establishment member after the sale must not be lower than the minimum number (if any) required to maintain its status as a fund establishment member under the contract signed with the fund management company;

g) The swap of portfolio securities for lots of ETF fund certificates, and vice versa, is carried out in the form of journal entries on the deposit account system of fund establishment members, investors, and the ETF fund at the Securities Depository Center. The transfer of portfolio securities and ETF fund certificates in the settlement process is carried out according to the procedures clearly stipulated in the prospectus and summary prospectus, in compliance with the guidelines of the Securities Depository Center and the supervisory bank.

2. The swap transaction process shall be carried out as follows:

a) Prior to the swap trading session or at the end of the day immediately preceding the swap trading day, the fund management company is responsible for notifying the fund establishment members and publishing on its own electronic information website and those of the Securities Exchange and Securities Depository Center regarding the portfolio securities for swapping one (01) lot of ETF fund certificates. Information includes the security codes, weightings, and quantities of each security code in this portfolio. The aforementioned portfolio of securities is determined based on the closing price on the trading day immediately preceding the ETF certificate swap trading day;

b) Investor swap transaction orders are transferred to fund establishment members (directly or through distributors) in accordance with the provisions in the fund charter and instructions in the prospectus and summary prospectus. In cases where fund establishment members cannot accept orders from investors due to distributor issues, dissolution, bankruptcy, revocation of establishment and operation licenses, suspension, temporary cessation of operations, or technical system errors such as fire, natural disasters, etc., investor transaction orders are directly transferred to the fund management company (if available) or to the supervisory bank;

Investor swap transaction orders and those of fund establishment members are transferred by fund establishment members to the fund management company or supervisory bank in accordance with the provisions in the fund charter and the fund establishment contract. The fund management company or supervisory bank then transfers the orders to the Securities Depository Center before the market closing time as guided by the Securities Depository Center;

c) Within a maximum of three (03) working days from the swap trading day, the Securities Depository Center and the supervisory bank must complete the transfer of portfolio securities from the deposit accounts of investors and fund establishment members to the deposit account of the ETF fund or vice versa, simultaneously registering and depositing ETF fund certificates into the accounts of investors and fund establishment members; receiving or returning payments as stipulated in Clause 3 of this Article; the fund management company and supervisory bank are responsible for confirming the completion of the transaction and confirming ownership rights for fund establishment members and investors;

d) Within a maximum period of two (02) days from the date of the swap transaction, if errors due to mistakes or omissions in the process of placing orders, consolidating information, receiving orders, transferring, entering orders into the system are discovered, the distribution agent and the fund establishment member must notify the fund management company, the supervisory bank, the Securities Depository Center, and request correction of the transaction error according to the procedures and guidelines of the Securities Depository Center. Beyond this time limit, the distribution agent and the fund establishment member shall be responsible to the investor for any transaction errors they have committed.

đ) After receiving the investor's order, the fund establishment member, the fund management company, and the supervisory bank are responsible for checking (through the Securities Depository Center) the feasibility of executing the customer's order to ensure compliance with the provisions of point e, Clause 1, Article of this Law, confirming and executing the investor's trading order and the fund establishment member's order according to the provisions of this clause and the guidelines of the Securities Depository Center.

3. The basket of securities is the main means of payment in swap transactions between the fund and the fund establishment member, the investor, except in the following cases:

a) When swapping the basket of securities for ETF share lots, the value of the basket of securities is lower than the net asset value of the ETF share lots. The difference arising therefrom shall be supplemented by the fund establishment member and the investor by paying additional money into the ETF fund's cash account at the supervisory bank before or on the settlement date.

b) When swapping ETF share lots for the basket of securities, the value of the ETF share lots received by the fund management company from the fund establishment member and the investor exceeds the value of the basket of securities. This difference shall be refunded by the fund management company and the supervisory bank to the investors' securities deposit accounts on the settlement date or in cash according to the fund's charter.

4. In case the fund's charter provides and has been published in the prospectus or the summary prospectus, the investor may be paid in cash or other assets to the fund establishment member and the distribution agent. The fund establishment member and the distribution agent are responsible for purchasing the basket of securities for the investor before placing the swap transaction order for ETF shares for the investor.

5. In case the ETF fund receives ETF share lots from the investor and returns the basket of securities to the investor, leading to the ownership ratio of the basket of securities exceeding the maximum limit prescribed by law (calculated on the swap transaction date), or leading to the investor owning more than twenty-five percent (25%) of the outstanding shares of an organization, or the investor owns shares issued by themselves, then the Securities Depository Center shall be responsible for notifying the fund management company and requesting the fund management company, the fund establishment member, and the investor to implement:

a) In the case of foreign investors, the fund management company must sell the excess basket of securities over the maximum ownership ratio and pay in cash to this investor;

b) In the case of transferring the basket of securities to the investor leading to the investor owning more than twenty-five percent (25%) of the outstanding shares of an organization, or the investor owning shares issued by themselves without having completed the public tender offer procedure or stock pledge transaction as prescribed by relevant laws, the fund management company shall be responsible for selling the portion of shares exceeding the mandatory public tender offer ratio or selling all the shares issued by themselves and paying in cash to these investors;

The payment of cash to the investors as stipulated in this clause depends on the progress of liquidating the excess shares over the maximum ownership ratios or the mandatory public tender offer ratios, margin trading as prescribed by relevant laws. The payment to the investor is the transaction value, after deducting taxes and transaction costs as prescribed by relevant laws;

c) In the case of investors restricted from ownership for other reasons as prescribed by law or stipulated in their charter, the investor shall be responsible for selling the excess basket of securities within the next trading day after the settlement date. During the period when the ownership ratio has not been adjusted to comply with the legal limits, the investor shall not exercise voting rights at the shareholders' meeting of the issuing organizations for the excess basket of securities over the legal ownership restrictions.

6. The fund management company has the right to temporarily suspend receipt and execution of orders to swap for ETF share lots from investors in the following cases:

a) The Stock Exchange changes the structure of the reference index basket;

b) The issuer of securities, which constitutes a certain percentage of the ETF fund's investment portfolio as stipulated in the fund's charter and published in the prospectus or summary prospectus, goes bankrupt or is dissolved; or the security, which constitutes a certain percentage of the ETF fund's investment portfolio as stipulated in the fund's charter and published in the prospectus or summary prospectus, is suspended from trading or delisted; or the basket of securities, the net asset value of the ETF fund cannot be determined on the trading day immediately preceding the swap transaction date due to the Stock Exchange's decision to suspend trading of securities in the fund's investment portfolio;

c) Reorganizing the investment portfolio to reduce the deviation from the reference index;

d) The fund management company, the supervisory bank, and the Securities Depository Center are unable to execute the swap due to force majeure;

đ) Other cases as provided in the fund's charter and published in the prospectus or summary prospectus or as deemed necessary by the State Securities Commission.

7. Within twenty-four (24) hours from the occurrence of any event specified in Clause 6 of this Article, the fund management company must report to the State Securities Commission and simultaneously publish information on the electronic website of the Stock Exchange. The fund management company, fund initiators, and distribution agents must resume accepting and executing orders for portfolio swaps for investors immediately after these events end.

8. The suspension period for trading swaps shall be implemented according to the fund's charter, but shall not exceed thirty (30) days from the date of the last swap transaction. In cases where the suspension of swap trading is due to reasons specified at points a and b of Clause 6 of this Article, the suspension period for receiving and executing swap trading orders shall not exceed three (03) working days before and after the conclusion of such events.

9. Within thirty (30) days from the end of the suspension period for trading fund certificates as stipulated in Clause 8 of this Article, if the causes leading to the suspension have not been resolved, the fund management company must convene an extraordinary meeting of investors or seek their opinion in writing regarding the dissolution of the fund or extending the suspension period for trading fund certificates. During the period of convening the investor meeting, if the causes leading to the suspension of trading fund certificates cease, the fund management company may cancel the convening of the investor meeting.

10. Issuance fees and redemption fees (if applicable) applied to fund initiators as specified in the fund participation agreement shall not exceed 0.5% of the transaction value. Adjustments to fees within the permissible range under this provision shall be carried out through agreements between the fund management company and the fund initiators.

11. Issuance fees and redemption fees (if applicable) applied to investors shall not exceed 1% of the transaction value. Increases in fee levels can only be implemented when the post-increase fee level does not exceed 1% of the transaction value. The earliest effective date for new fee levels is ninety (90) days from the date of the prospectus, summary prospectus, or amended and supplemented fund charter that specifies the new fee levels, effective date, and these documents have been published in accordance with the securities market information disclosure regulations issued by the Ministry of Finance.

Article 13. Trading of ETF Fund Certificates on the Stock Exchange (secondary trading)

1. Investors and fund initiators trade listed ETF fund certificates through the trading system of the Stock Exchange according to the following principles:

a) Investors and fund initiators place trading orders on their own securities trading accounts. Trading activities and settlement of transactions are conducted in accordance with the Stock Exchange's regulations on securities trading and the Securities Depository Center's regulations;

b) Trading units operate in accordance with the Stock Exchange's regulations where the ETF fund certificates are listed;

c) ETF fund certificates may be used in margin lending and other activities consistent with securities laws.

2. Fund initiators may only sell ETF fund certificates (underlying securities) through the Stock Exchange's system when they ensure there are sufficient ETF fund certificates (underlying securities) available for sale on the settlement date as prescribed by the Securities Depository Center. These ETF fund certificates (underlying securities) include those already held in the fund initiator's account on the trading date, and those received prior to or on the settlement date from successful portfolio swap transactions based on underlying securities (ETF fund certificates) obtained from previous market purchases or borrowing transactions through the Securities Depository Center's system.

Mục 3. ACTIVITIES OF INVESTMENT AND NET ASSET VALUE OF ETF FUND

Article 14. Portfolio and Investment Activities of ETF Fund

1. The investment portfolio of the ETF fund must be consistent with the reference index portfolio regarding structure and asset weight as stipulated in Clause 5, Article 3 of this Circular and ensure that the deviation level determined according to Point a, Clause 3, Article 10 does not exceed the maximum allowable deviation level specified in the fund's charter, the stock exchange regulations, and other relevant laws.

2. The investment portfolio of the ETF fund includes securities in the reference index portfolio and the following financial assets in Vietnam:

a) Deposits at commercial banks in accordance with banking laws; money market instruments including negotiable instruments and transferable instruments as prescribed in the banking sector. The fund management company may only deposit funds and invest in money market instruments at commercial banks approved by the fund’s board of directors;

b) Government bonds, government-guaranteed bonds, local government bonds; treasury bills;

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

d) Listed and traded derivative securities on Vietnamese stock exchanges. Investments in derivative securities are solely for risk mitigation purposes and to minimize deviations from the reference index;

e) Other assets arising from the ownership of securities included in the ETF fund's portfolio.

3. The portfolio structure of the ETF 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, except for government bonds;

b) Not investing more than twenty percent (20%) of the total fund assets in securities issued by the same entity, except for government bonds;

c) Not investing more than thirty percent (30%) of the total fund assets in companies within the same group of related companies, unless such securities are structural securities included in the reference index portfolio;

d) Not investing in certificates of the fund itself, or of other securities investment funds or securities investment companies established and operating in Vietnam;

đ) Not investing in real estate, unlisted shares, non-registered trading shares of public companies, equity contributions in limited liability companies, privately placed bonds, except where these are assets benefiting from the rights of the owner;

e) Not investing in securities issued by the fund management company, related parties of the fund management company, or founding members, except where such securities are structural securities included in the reference index portfolio;

g) At all times, the total value committed in derivative securities contracts and the outstanding liabilities of the fund shall not exceed the net asset value of the fund.

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

5. The investment structure of the ETF fund as stipulated in Point a, b, c, Clause 3 of this Article may deviate but not more than fifteen percent (15%) from the above investment restrictions due to the following reasons:

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

b) Issuer activities involving division, merger, acquisition, dissolution, bankruptcy, takeover, or public tender offers;

c) Changes in the security portfolio structure of the reference index;

d) The fund executing legitimate payments; implementing portfolio restructuring of structural securities as provided for in Article 12 of this Circular;

đ) The fund being in liquidation, dissolution period, or during the initial ninety (90) days of its operation since the effective date of the fund registration certificate issuance.

6. Within three (03) months from the date of deviation occurrence due to the reasons specified in Point a, b, c, and d, Clause 5 of this Article, the fund management company must complete the adjustment of the investment portfolio to ensure compliance with the provisions of Clause 3 of this Article and the fund's charter.

7. In case of deviation due to the fund management company's failure to comply with investment restrictions as prescribed by law or the fund's charter, the investment portfolio must be adjusted within fifteen (15) days from the date of deviation discovery. The fund management company must compensate for any losses suffered by the fund (if any) and bear all costs incurred in connection with the portfolio adjustment. If profits arise, all profit amounts must be immediately recorded for the benefit of the fund.

8. Within five (05) days from the completion of the investment portfolio adjustment, the fund management company must disclose information as stipulated in Clause 6, Article 3 of this Circular, and simultaneously notify the State Securities Commission about the portfolio structure deviations, causes, occurrence or discovery dates, extent of losses caused to the fund (if any) or profits generated for the fund (if any), remedial measures, timing and results of remediation. The notification must include confirmation opinions from the supervisory bank.

Article 15. Net Asset Value

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

a) Principles, criteria for selecting and changing organizations providing quotations;

b) Principles, detailed procedures for implementing valuation methods in accordance with legal regulations, provisions of the fund's charter, and international practices; they must be clear to apply consistently under different market conditions.

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

3. The fund management company is responsible for determining the net asset value of the ETF fund, the net asset value per unit of fund certificate, and the net asset value per fund certificate daily according to the following principles:

a) The net asset value of the fund is determined by subtracting the total liabilities from the total assets of the fund. The total assets of the fund are determined based on market price or fair value of the assets (in cases where the market price cannot be determined). The total liabilities of the fund include debts or payment obligations of the fund up to the valuation date. The method for determining market price, fair value of assets in the portfolio, value of debts, and payment obligations shall be carried out according to the principles stipulated in Appendix No. 05 issued together with this Circular and internal provisions in the valuation manual;

b) The net asset value per unit of fund certificate equals the net asset value of the fund divided by the total number of units of fund certificates; the net asset value per fund certificate equals the net asset value of the fund divided by the total number of circulating fund certificates;

c) After determining the net asset value of the fund, the net asset value per unit of fund certificate, and the net asset value per fund certificate, the fund management company must notify the results for the supervisory bank to confirm. Confirmation of the value is done in writing or through the electronic information system of the supervisory bank which has been approved by the fund management company. In case of incorrect valuation, the supervisory bank must notify and require the fund management company to adjust within twenty-four (24) hours from the time of discovery;

d) Immediately after the supervisory bank confirms, the aforementioned net asset values must be published on the websites of the fund management company, the Stock Exchange, distributors, and fund members in accordance with securities market information disclosure regulations. The publication of net asset value to investors must be done on the trading day or at the latest on the next trading day.

4. The fund management company is responsible for determining the reference net asset value per fund certificate (iNAV) based on the market price of the underlying securities from the most recent transaction. The reference net asset value per fund certificate is only a reference value, not the transaction price. The reference net asset value is updated at least fifteen seconds (15s) and published on the websites of the fund management company or on the system of the Stock Exchange.

5. The fund management company ensures that the deviation determined according to the formula prescribed in point a, Clause 3, Article 10 of this Circular does not exceed the allowable deviation specified in the fund's charter, which has been disclosed in the prospectus, summary prospectus, and the maximum deviation as stipulated by the Stock Exchange. If exceeding these levels, the fund management company is responsible for publishing information on its website, explaining the reasons, and adjusting the portfolio to rectify the situation within the deadlines set forth in the fund's charter and the regulations of the Stock Exchange.

6. The fund management company may authorize the supervisory bank to determine the net asset value of the fund, the net asset value per unit of fund certificate, and the net asset value per fund certificate. In this case, the fund management company is responsible for monitoring to ensure that the net asset value determination activities conducted by the supervisory bank comply with the provisions of the fund's charter and the law, and the net asset value is calculated correctly. The fund management company may authorize the Stock Exchange to determine and publish information about the reference net asset value per fund certificate.

7. Within three (03) days from the date the fund's net asset value decreases below thirty (30) billion VND, the fund management company must report to the State Securities Commission and propose remedial measures. If the fund's net asset value decreases below ten (10) billion VND continuously for six (06) months, the fund management company must liquidate assets to dissolve the fund in accordance with Article 20 of this Circular.

Article 16. Distribution of profits from ETF Fund

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

2. Income may be paid in cash or additional fund certificates. At least fifteen (15) days before distributing income, the fund management company must notify the registered address of the investor. The payment notice must include at least the contents specified in Appendix 13 issued together with this Circular.

3. The payment of income from the fund shall ensure the following principles:

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

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

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

d) The level of income payment shall be decided by the investors' meeting or the fund representative board, consistent with investment objectives and the fund's profit distribution policy as prescribed in the fund's charter;

đ) In the case of distributing income 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;

4. The supervisory bank shall immediately pay the income to the investor and the fund establishment member into their respective accounts according to the instructions of the fund management company.

Article 17. Operating Costs of ETF Fund

1. The operating costs of the ETF Fund include the following fees and expenses after tax:

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

b) Fee paid to the fund establishment member;

c) Securities deposit fee, supervision fee paid to the supervisory bank;

d) Fund administration service fee, investor registration bookkeeping service fee, agency transfer service fee, and other fees paid by the fund management company to the Securities Depository Center and related service providers;

đ) Management and operation index fee paid to the organization managing and operating the reference index;

e) Transaction fees, including brokerage fees, transfer fees for fund asset transactions paid to the securities company. These expenses do not include any other type of fee, including those for other services or third-party fees (hidden costs);

g) Audit fee paid to the auditing organization; legal advisory service fee, quotation service fee, and other service fees, remuneration paid to the fund representative board;

h) Drafting, printing, and mailing of the fund's charter, prospectus, summary prospectus, financial reports, transaction confirmation, account statements, and other documents to investors; fund information disclosure costs; costs of organizing investors' meetings and the fund representative board;

i) Costs related to executing fund asset transactions.

2. Within forty-five (45) days from the end of each quarter II and IV annually, the fund management company must disclose information about the ratio of fund operating costs on the electronic information pages of the fund management company, fund establishment members, and distributors after these figures have been confirmed by the supervisory bank, ensuring accuracy according to the following formula:

In the case where the fund is established and operates for less than one year, the operating cost ratio is determined according to the following formula:

In which, the average net asset value of a period of the fund is the total net asset value of the fund calculated on valuation days in that period divided by the number of valuation days of fund certificates in the same period.

3. The fund management company, fund establishment members, and distributors are responsible for paying the printing and issuance costs of promotional materials and product information about the fund, excluding the publications specified in point h Clause 1 of this Article.

Section 4. INVESTOR ASSEMBLIES, FUND REPRESENTATIVE BOARD

Article 18. Rights and Obligations of Investors, Investor Assemblies

1. The rights and obligations of investors participating in the ETF fund shall be carried out in accordance with the fund's charter, consistent with the laws on establishing and managing open-ended funds.

2. The procedures, conditions, and methods for convening investor assemblies, soliciting opinions from investor assemblies, and the form of such opinions shall be implemented in accordance with the fund's charter, consistent with the laws on establishing and managing open-ended funds, securities laws, and corporate governance laws applicable to public companies. In cases where the fund's charter provides and is approved by the most recent investor assembly, the fund management company may solicit annual opinions from the investor assembly in writing, in accordance with the laws on establishing and managing open-ended funds.

Article 19. Fund Representative Board

1. The fund representative board represents the investors and is elected at investor assemblies or appointed by investors in writing. The fund representative board consists of between three (03) and eleven (11) members, including at least two-thirds (2/3) who are not related to the fund management company or the supervisory bank. Each member of the fund representative board has one vote.

2. The fund representative board must include members with expertise in law and independent members with expertise and experience in the financial and securities sectors. The term, qualifications, number of members, nomination, election, and supplementation of fund representative board members; the rights, responsibilities, and obligations of fund representative board members; the procedures, conditions, and methods for convening meetings and soliciting opinions from the fund representative board shall be carried out in accordance with the fund's charter, consistent with the activities of the ETF fund and the laws on establishing and managing open-ended funds.

Section 5. LIQUIDATION OF THE ETF FUND

Article 20. Liquidation of the Fund

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

a) The fund management company is dissolved, bankrupted, or its license to operate is revoked, and the fund representative board cannot establish a new fund management company within two (02) months from the date of the event occurring;

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

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

d) The fund is delisted;

đ) The end of the operating period specified in the fund's charter, or the investor assembly decides to liquidate the fund before the end of the operating period specified in the fund's charter;

e) Other cases as stipulated in the fund's charter.

2. Within thirty (30) days from the date the fund is required to be liquidated according to points a, b, c, d, and e of Clause 1 of this Article, or three (03) months prior to the date of liquidating the fund according to point đ of Clause 1 of this Article, the fund management company or the supervisory bank and the fund representative board (in case there is no fund management company) shall convene an investor assembly to approve the liquidation plan.

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

4. The fund management company and the supervisory bank are responsible for completing the liquidation of the fund's assets and distributing the assets to investors according to the plan approved by the investor assembly. In cases where the fund is liquidated according to point a of Clause 1 of this Article, the supervisory bank is responsible for the liquidation and distribution of the fund's assets.

5. Except for decisions made by the investor assembly, from the date the investor assembly decides to liquidate 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 donate 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 transactions aimed at dissipating the fund's assets.

6. The assets of the fund being liquidated include:

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

b) Profits, assets, and property rights that the fund will have due to transactions established before the date the fund is required to be liquidated;

c) Assets serving as collateral to fulfill the fund's obligations. If the proceeds from selling the collateral exceed the secured debt, the excess amount is considered the fund's asset.

7. The fund management company and the supervisory bank are responsible for transferring the portfolio structure to investors corresponding to their ownership ratio in the fund as stipulated in point c of Clause 9 of this Article.

8. In cases where investors request in writing or the number of fund certificates is too small as stipulated in the fund's charter, the fund management company may sell off the assets and pay the proceeds to the investors. The sale of listed or registered securities shall be conducted through the stock exchange trading system or other methods ensuring the greatest benefit for the fund and consistent with the liquidation plan approved by the investor assembly.

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

a) Financial obligations to the State;

b) Debts owed to the fund management company, supervisory bank, and other debts and liquidation costs. In cases where the fund is required to be liquidated according to points a or b of Clause 1 of this Article, the fund does not need to pay the fund management company or the supervisory bank fees under the contract from the date of the event occurring.

c) The remaining assets shall be used to settle with investors corresponding to the proportion of their capital contribution in the fund. In cases of registered assets, the fund management company and the supervising bank shall be responsible for requesting the Securities Depository Center, the shareholder registry organization, and the issuing organization to carry out the transfer and registration of asset ownership for the investor.

10. The results of liquidating the fund's assets must be confirmed by the supervising bank and the fund management company, approved by the independent auditor designated by the investors' assembly in accordance with Clause 3 of this Article or the fund's supervisory board overseeing the liquidation process.

Article 21. Procedure and formalities for dissolving the fund

1. Within seven (07) days from the date the investors' assembly decides to dissolve the fund, the fund management company or the supervising bank and the fund's supervisory board (in case there is no fund management company) must notify the State Securities Commission about the dissolution of the fund.

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

a) A notice of the fund's dissolution containing the contents prescribed in Appendix No. 06 issued together with this Circular;

b) Minutes of the meeting and resolution of the investors' assembly regarding the dissolution of the fund, accompanied by the plan and timeline for liquidation and distribution of assets approved by the investors' assembly, specifying the principles for determining the net asset value on the dissolution date and during the period when the fund liquidates its assets in compliance with the law, the fund's charter, and the valuation handbook; 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 any) and the supervising bank regarding their responsibility to complete the procedures for liquidating assets to dissolve the fund.

3. Fifteen (15) days after sending the notification, if the State Securities Commission does not provide comments on the dissolution of the fund, the fund management company and the supervising bank are responsible for publishing the notice of the fund's dissolution in accordance with Clause 6 of 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 the fund's assets and the liquidation period shall be carried out according to the dissolution plan approved by the investors' assembly, but not exceeding six (06) months from the date of publication of the notice of the fund's dissolution. During the period when the fund is liquidating its assets for dissolution, management fees, supervision fees, and other costs are collected according to the fee schedule approved by the investors' assembly. After the dissolution of the fund, monthly, the fund management company provides investors with information on costs incurred during the period, the remaining net asset value of the fund, the remaining net asset value per unit of fund certificate, the remaining net asset value per fund certificate, and the list of undistributed assets still pending distribution to investors as prescribed in Appendix No. 15 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 as prescribed in Appendix No. 18 issued together with this Circular.

5. Within five (05) days from the completion of the fund's dissolution, the fund management company and the supervising bank (if there is no fund management company) are responsible for publishing information on the completion of asset liquidation, distribution, and dissolution of the fund in accordance with Clause 6 of Article 3 of this Circular, and simultaneously notifying the State Securities Commission about the results of the fund's dissolution including the following documents:

a) A report certified by the fund management company, the supervising bank, and the auditing organization or the fund's supervisory board (if any) regarding the liquidation of the fund's assets, repayment of debts, and fulfillment of other financial obligations to creditors and other parties with rights and obligations, including financial obligations to the state. The report must include a list of creditors and amounts paid off, including tax debts;

b) A report on the results of the fund's dissolution and liquidation of assets, certified by the fund management company, the supervising bank, and the auditing organization or the fund's supervisory board (if any) regarding the progress of asset liquidation, methods of liquidation and distribution of assets; total value of assets obtained after liquidation; total liabilities to be settled and remaining assets to be distributed to investors as prescribed in Appendix No. 07 issued together with this Circular. In cases where the fund distributes non-cash assets, supplementary documents include confirmation from the Securities Depository Center that it has completed the allocation and registration of securities for investors at the request of the fund management company, the supervising bank, and the investors; confirmation from the shareholder registry organization, the issuing organization, and the enterprise receiving the fund's investment capital that they have completed the transfer of ownership of shares and equity contributions to each participating investor at the request of the fund management company;

c) Original certificate of registration for establishment of the fund;

d) An audit report on the results of asset liquidation by the independent auditor designated by the investors' assembly or by the fund's supervisory board (if any);

e) Confirmation from investors that they have received full payment and assets in accordance with the dissolution plan.

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

Chapter III

ACTIVITIES OF SERVICE PROVIDING ORGANIZATIONS

Article 22. Provisions on Related Activities of the Securities Depository Center and the Stock Exchange

1. The Securities Depository Center has the following rights and responsibilities:

a) Guide the exchange of structured securities portfolios for ETF fund certificates and vice versa;

b) Carry out transfers outside the trading system of the Stock Exchange when exchanging structured securities for ETF fund certificate portfolios and vice versa;

c) Guide the registration, depositing, and allocation of ETF fund certificates;

d) Develop mechanisms for coordinating activities and providing information to the Stock Exchange regarding additional issuance and repurchase of ETF fund certificates;

đ) Supervise the borrowing and lending activities of structured securities and ETF fund certificates by fund members on its own system in accordance with point c, Clause 2, Article 11 of this Circular; supervise to ensure that fund members have sufficient securities to settle transactions as prescribed in Clause 2, Article 13 of this Circular;

e) Provide services to ETF funds in accordance with Clause 19, Article 2 of this Circular;

g) The Securities Depository Center may charge transfer fees for securities transactions involving exchanges at a maximum rate of 0.1% of the face value of the exchanged structured securities. Transfer fees for securities due to portfolio exchanges are only charged to investors who carry out the exchanges and collected by the Securities Depository Center through the member where the investor requests the exchange to open an account and deposit structured securities. For services provided under Clause 19, Article 2 of this Circular, the Securities Depository Center may charge service fees agreed upon with the fund management company;

h) Guide fund members in borrowing and lending activities of ETF fund certificates and structured securities in exchange transactions;

2. The Stock Exchange has the following rights and responsibilities:

a) Establish, maintain, and manage market indices as reference indices for ETF funds and collect management fees for indices in accordance with regulations;

b) Guide the listing, delisting, and trading of ETF fund certificates;

c) Develop rules on the operation of market makers; supervise market maker activities in the following areas:

- Minimum and maximum transaction volumes (if applicable);

- Ceiling price spread between bid and ask prices;

- Minimum time for market making and activity factors;

- Monthly reporting obligations and content on market making activities;

d) Develop mechanisms for coordinating activities with the Securities Depository Center to monitor and share information on transactions of fund members to ensure compliance with Clause 2, Article 13 of this Circular;

đ) Provide services to determine the net asset value reference for fund management companies;

e) Provide other services based on contracts signed with the Securities Depository Center, fund management companies, and fund members.

Article 23. Provisions on Monitoring Banks

1. The monitoring bank selected by the fund management company must meet the conditions stipulated in Clause 1, Article 98 of the Securities Law and other laws governing the establishment and management of open-ended funds;

2. The depositing and monitoring activities of the monitoring bank; changes, termination, and handover of responsibilities of the monitoring bank shall be carried out in accordance with the laws governing the establishment and management of open-ended funds.

Chapter IV

DUTIES OF REPORTING AND DISCLOSURE OF INFORMATION

Article 24. Information for investors and reporting obligations of fund management companies

1. Fund management companies must send investors monthly, quarterly, and annually statistics on transactions and reports on changes in the net asset value of the fund according to the forms at Appendix 14 and Appendix 15 issued together with this Circular. The deadline for providing information shall not exceed five (05) days from the date of receipt of the investor's document.

2. Fund management companies must publish or provide investors with:

a) Prospectus, summary prospectus; semi-annual and annual audited financial reports;

b) Summary report on fund management activities semi-annually and annually, including the basic contents prescribed in Appendix 16 issued together with this Circular;

c) Statistics report on transaction fees in the fund's investment activities semi-annually and annually, according to the form prescribed in Appendix 17 issued together with this Circular;

d) Report on the fund's investment activities monthly, semi-annually, and annually, according to the form prescribed in Appendix 18 issued together with this Circular.

3. Fund management companies must submit to the State Securities Commission the following reports:

a) Monthly, semi-annual, and annual reports on changes in the net asset value of the ETF fund according to the form prescribed in Appendix 15 issued together with this Circular;

b) Monthly, semi-annual, and annual reports on the ETF fund's investment activities according to the form prescribed in Appendix 18 issued together with this Circular;

c) Monthly, quarterly, and annual reports on the fund's asset transactions according to the form prescribed in Appendix 19 issued together with this Circular;

d) Statistics report on transaction fees in the fund's investment activities semi-annually and annually, according to the form prescribed in Appendix 17 issued together with this Circular.

4. The documents prescribed in Clause 2 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 prescribed in the fund charter and published in the prospectus and summary prospectus.

5. Investors may refuse to accept the documents prescribed in Clause 2 of this Article. In case investors request, fund management companies must provide risk management procedures, clearly stating investment limitations, prevention and risk management methods used to manage the fund's assets.

6. Reporting deadlines:

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

b) For quarterly reports, within fifteen (15) days from the end of the quarter;

c) For semi-annual reports, within thirty (30) days from the end of the mid-year financial period;

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

7. In addition to the reports prescribed in this Article, in cases where necessary to protect common interests and investor interests, the State Securities Commission may require fund management companies to report on fund activities.

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

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

Article 25. Obligation to Report of the Supervising Bank

1. The supervising bank shall prepare and submit to the State Securities Commission monthly, quarterly, and annual supervision reports on the asset management activities conducted by the fund management company in accordance with the model prescribed in Appendix 11 attached hereto. The supervision report of the supervising bank must assess compliance with legal regulations and provisions stipulated in the fund's 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 where the fund's assets were incorrectly valued (if any);

c) Activities of exchanging the portfolio of underlying securities (issuing, repurchasing batches of fund certificates);

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

2. The supervising 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 laws and regulations concerning securities and the securities market;

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.

Article 26. Disclosure of Information

1. Within twenty-four (24) hours after the end of the trading session on the exchange day of the swap transaction, the fund management company must disclose the following information on its electronic information website and the Stock Exchange:

a) The list of underlying securities used for the swap;

b) The number of ETF certificate batches issued and repurchased from fund members and investors; the difference compared to the previous swap trading day;

c) Information about the volume of ETF certificates listed and traded on the Stock Exchange; information about the trading price fluctuation of ETF certificates, the closing price of ETF certificates at the end of the day, and the price fluctuation compared to the previous trading day;

d) The net asset value of the fund, the net asset value per batch of ETF certificates, the net asset value per ETF certificate, and fluctuations in these values; the fluctuation in the reference net asset value during the day; the reference index and the fluctuation of the reference index;

đ) Suspension of accepting and executing swap transaction orders (if any);

e) Deviations in the investment portfolio structure and adjustments to the investment portfolio of underlying securities (if any);

g) Incorrect valuation of the fund's net asset value (if any);

h) Dissolution of the fund (if any);

i) Replacement of the supervising bank (if any);

j) Correction or cancellation of erroneous transactions (if any);

k) Other relevant information (if any).

2. On a weekly basis, the fund management company must disclose on its electronic information website the tracking error (TE) relative to the reference index.

3. On a semi-annual and annual basis, the fund management company must disclose the following information on its electronic information website:

a) Information on the performance of the ETF fund compared to the reference index (if any); information on profit distribution activities (if any);

b) The ratio of ETF fund operating expenses;

c) Disclosure of the ratio of operating expenses determined within forty-five (45) days from the end of each quarter II and IV annually.

4. In securities trading activities, the ETF fund must comply with the obligation to disclose information regarding large shareholder transactions, insider transactions, and related party transactions according to the disclosure rules on the securities market set forth by the Ministry of Finance, except for swap transactions with fund members and investors.

Chapter V

IMPLEMENTING PROVISIONS

Article 27. Effective Date

This Circular takes effect from September 1, 2013.

Article 28. Implementation Organization

1. The Securities Depository Center and the Stock Exchange shall develop business procedures and operational regulations, coordinate in providing related services as prescribed in Article 22 of this Circular, and report to the State Securities Commission before implementation.

2. The State Securities Commission, fund management companies, supervising banks, and organizations and individuals related to ETF fund activities are responsible for organizing the implementation.