Decision No. 73/2004/QD-BTC On the issuance of the Regulations on the organization and operation of Securities Investment Funds and Fund Management Companies

DECISION

Regarding the issuance of the Regulation on organization and operation

of the Securities Investment Fund and the Fund Management Company

________________________

THE MINISTER OF FINANCE

 

PURSUANT TO THE PROPOSAL OF THE CHAIRMAN OF THE STATE SECURITIES COMMISSION,

Pursuant to Decree No. 77/2003/NĐ-CP of the Government dated July 1, 2003 on the functions, tasks, powers, and organizational structure of the Ministry of Finance;

AMENDMENTS AND SUPPLEMENTS TO CERTAIN ARTICLES OF THE REGULATIONS ON SECURITIES REGISTRATION, SAFEKEEPING, NETTING, AND SETTLEMENT ISSUED TOGETHER WITH DECISION NO. 60/2004/QD-BTC DATED JULY 15, 2004 OF THE MINISTER OF FINANCE ARE AS FOLLOWS:

DECISION:

 

Article 1. Issued along with this Regulation on the organization and operation of securities investment funds and fund management companies.

Article 2. The Standard Measurement Quality Control Department shall be responsible for organizing and guiding the implementation of the Regulations adopted herein.

Article 3. The Chairman of the State Securities Commission, fund management companies, and related parties are responsible for implementing this Decision./.

REGULATIONS

 

Organization and Operation of Securities Investment Funds and Fund Management Companies

(Issued together with Decision No. 73/2004/QĐ-BTC dated September 3, 2004)

of the Minister of Finance)

PART I

GENERAL PROVISIONS

Article 1. Scope of application

This Regulation stipulates the organization and operation of fund management companies, supervisory banks, the raising of capital, establishment and operation of securities investment funds (hereinafter referred to as "Funds"), and the activities of organizations providing services to securities investment funds within the territory of the Socialist Republic of Vietnam.

Article 2. Explanation of terms

In this Regulation, the following terms shall be understood as follows:

1. Registered Capital of the Fund is the amount of capital in cash contributed by all investors and recorded in the Charter of the Fund.

2. Unit of the Fund is the registered capital of the Fund divided into equal parts.

3. Securities Investment Fund Certificate (hereinafter referred to as "Fund Certificate") is a type of security in the form of a certificate or book entry issued by the fund management company on behalf of the public fund, confirming the lawful ownership rights of investors over one or more units of the public fund. The Fund Certificate has a uniform face value of 10,000 VND.

4. Public Fund is a Fund whose Fund Certificates are issued to the public.

5. Member Fund is a Fund established with the contribution of up to 49 members and does not issue Fund Certificates to the public.

6. Investor is an individual or organization, domestic or foreign, investing in a Fund.

7. Contributing Member is an investor participating in contributing capital to a Member Fund.

8. Net Asset Value of the Fund is the total value of the Fund's assets minus the total liabilities of the Fund at the time of calculation.

Chapter II

PUBLIC FUNDS

Article 3. Conditions for Issuing Fund Certificates to the Public

1. The issuance of Fund Certificates to the public must be approved by the State Securities Commission.

2. The total value of the Fund Certificates requested for issuance must reach at least 5 billion VND.

3. There must be a plan for the investment of the capital obtained from the issuance of Fund Certificates that complies with current laws.

Article 4. Documents for Requesting Approval to Issue Fund Certificates to the Public

The documents for requesting approval to issue Fund Certificates to the public include:

1. Application for Approval to Issue Fund Certificates to the Public (as per Appendix No. 01 attached to this Regulation);

2. Draft Charter of the Public Fund (as per Appendix No. 02 attached to this Regulation);

3. Prospectus (as per Appendix No. 03 attached to this Regulation);

4. Asset Supervision Contract between the fund management company and the supervisory bank, which has been agreed upon in principle by both parties;

5. Commitment of the founders not to transfer the Fund Certificates they own for two years from the date of issuance.

Article 5. Approval to Issue Fund Certificates to the Public

1. The application for approval to issue Fund Certificates to the public shall be prepared in two sets (one original set and one copy set) and submitted to the State Securities Commission.

2. Amendments and supplements to the application may be made when the fund management company deems it necessary to make such changes or when the State Securities Commission requests such amendments and supplements. The amended and supplemented documents must bear the signatures of those who signed the original registration application submitted to the State Securities Commission or of individuals holding the same positions as those mentioned above.

3. Within thirty working days from the date of receipt of complete and valid documents, the State Securities Commission shall issue a permit to issue Fund Certificates to the public. If the State Securities Commission refuses to issue a permit to issue Fund Certificates to the public, it shall provide a written explanation of the reasons.

Article 6. Information Before Issuance and Announcement of Issuance

1. During the period when the State Securities Commission is reviewing the application for approval to issue Fund Certificates to the public, the fund management company, the underwriting organization, and related entities may not advertise, solicit, or distribute Fund Certificates to the public in any form. Market research materials may not contain misleading information compared to the main contents of the Prospectus submitted to the State Securities Commission.

2. Within five working days from the date the State Securities Commission issues a permit to issue Fund Certificates to the public, the fund management company must announce the issuance in one central newspaper or one local newspaper where the fund management company is headquartered, with the contents specified in the Issuance Notice (as per Appendix No. 04 attached to this Regulation).

3. Materials for the issuance include: the Issuance Notice, the Prospectus, and supplementary materials to the Prospectus (if any), which have been approved by the State Securities Commission. The fund management company and related organizations and individuals may not distribute materials containing misleading information that could mislead investors.

Article 7. Distribution of Fund Certificates

1. The fund management company, distribution organizations, and underwriting organizations may not distribute Fund Certificates before announcing the issuance and providing the Prospectus, draft Charter, and other relevant documents to investors.

2. The fund management company and related organizations must distribute Fund Certificates fairly and must ensure a minimum subscription period of fifteen working days from the effective date of the permit to issue Fund Certificates to the public. The principles and mechanisms for priority in subscription and distribution of Fund Certificates must be clearly announced to investors in the Prospectus.

3. The fund management company or distribution organization must complete the issuance period for fund certificates within ninety days from the date the license for public issuance of fund certificates becomes effective. Upon expiration of this period, if there are still unsold fund certificates, the fund management company wishing to continue the distribution must submit a written request to the State Securities Commission for an extension of the license for public issuance of fund certificates, stating the reasons and the plan for distributing the remaining number of fund certificates.

4. The purchase amount for fund certificates must be transferred into a frozen account opened at the supervisory bank until the issuance period is completed.

5. In cases where investors suffer losses due to misleading or concealed information in the Prospectus and other issuance documents, the fund management company that prepared the application for issuance will be dealt with according to the provisions of the law.

6. The fund management company and the supervisory bank shall establish and retain a register of investors holding fund certificates starting from the end of the issuance period. The investor register includes the following main contents:

a) Fund name;

b) Name, license number, and principal address of the fund management company;

c) Name, license number, and principal address of the supervisory bank;

d) Total number of fund units authorized for sale;

e) Total number of sold fund units and the contributed capital value;

f) Investor's name, address, quantity of fund units held, and ownership ratio on the fund's charter capital, registration date of ownership.

Article 8. Suspension of issuance and revocation of issuance license for public issuance of fund certificates

The suspension of issuance of fund certificates to the public and the revocation of the issuance license for public issuance of fund certificates shall be carried out in accordance with the provisions of Article 79 and Article 80 of Decree No. 144/2003/ND-CP dated November 28, 2003 of the Government on securities and the securities market (Decree No. 144/2003/ND-CP).

Article 9. Reporting on the results of the issuance period

Within ten working days after the end of the issuance period, the fund management company must publicly announce and report to the State Securities Commission on the results of the issuance period. The content of the report sent to the State Securities Commission includes the total capital raised by the public fund and a list of investors confirmed by the supervisory bank, detailing the contribution value, number of fund units, and ownership ratio of each investor.

Article 10. Procedures for registering establishment of public funds and listing fund certificates

1. Within thirty working days from the first Investor General Meeting after the completion of the public issuance of fund certificates, the fund management company must submit to the State Securities Commission an application for registration of establishment of public funds and listing of fund certificates including:

a) Application for registration of establishment of public funds and listing of fund certificates (as per Appendix No. 05 attached to these Regulations);

b) Prospectus;

c) Fund Charter and Supervision Contract approved by the Investor General Meeting;

d) List and brief resumes of members of the Fund Board of Representatives; written commitments from independent members of the Fund Board of Representatives regarding their independence from the fund management company;

e) Commitments from founders and members of the Fund Board of Representatives not to transfer the fund certificates they own for two years from the listing date;

f) Minutes and other related documents from the Investor General Meeting.

2. The fund management company is responsible for the validity and accuracy of the application. In case of discovering that the submitted application to the State Securities Commission is incomplete, contains inaccurate information, or new events have occurred affecting the content of the previously submitted application, the fund management company must promptly report to the State Securities Commission to amend and supplement the application for registration of establishment of public funds and listing of fund certificates.

3. Within thirty days from the date of receiving a complete and valid application as stipulated in Clause 1 of this Article, the State Securities Commission shall issue a certificate of registration for establishment of public funds and listing of fund certificates. In case of refusal, the State Securities Commission shall provide a written explanation of the reasons.

Article 11. Income, expenses, and income distribution of public funds

1. Public funds have the following sources of income:

a) Dividends;

b) Bond interest;

c) Deposit interest;

d) Purchase-sale price differences from investment activities of the Fund;

e) Other income.

2. The expenses of public funds must be specifically defined in the Fund Charter, including:

a) Management fees and bonuses (if any) paid to the fund management company;

b) Fees for services such as supervision and asset custody provided by the supervisory bank;

c) Fees and charges that the Fund must pay in accordance with the law;

d) Expenses arising from loans of the Fund in compliance with the Fund Charter and legal regulations;

e) Expenses related to auditing the Fund;

f) Expenses related to hiring independent organizations to provide valuation, asset assessment, and legal advisory services to protect investor interests;

g) Expenses related to organizing and convening annual meetings of the Investor General Meeting and the Fund Board of Representatives;

h) Other expenses as specified in the Fund Charter.

3. The distribution of income of public funds must comply with the following rules:

a) The remaining income of the public fund after deducting the expenses of the public fund shall be distributed to investors according to the principle that only investors whose names are recorded in the investor list established on the final registration date have the right to receive income distributions.

b) The process and procedures for distributing income of public funds to investors shall be carried out in accordance with the legal provisions on registration, depositary, settlement, and securities payment.

Article 12. Determination of net asset value of the Fund

1. The determination of the net asset value of the Fund must comply with the following principles:

a) For listed securities, the price of listed securities is determined as the closing price of the trading day before the valuation date as prescribed.

b) For non-listed securities assets, the valuation of such assets must be based on a process and method of asset valuation confirmed by the supervising bank and approved by the Fund Management Board and the Investor General Meeting. The valuation process and methods must be scientific, objective, and uniformly applied. Parties involved in the valuation must be independent from the fund management company and the supervising bank.

c) For other types of assets of the Fund such as dividends, interest received, cash, the value of these assets shall be calculated based on their actual value at the time of determination.

d) The total liabilities of the Fund consist of debts or payment obligations of the Fund up to the valuation date.

2. The net asset value per unit of the Fund equals the net asset value of the Fund divided by the total number of units in circulation.

3. The net asset value of a public Fund must be determined once a week and publicly announced to investors on the following working day.

Article 13. Investment restrictions for public Funds

1. The capital and assets of a public Fund may only be invested in securities or other assets in accordance with the Fund's Charter and applicable laws. The investment of the capital and assets of a public Fund must comply with the following restrictions:

a) A public Fund may not contribute or invest in fund certificates of itself or another Fund.

b) A public Fund may not invest more than 15% of the total market value of securities issued by an issuer.

c) A public Fund may not invest more than 20% of the total value of its assets in the securities issued by an issuer.

d) A public Fund may not invest more than 10% of the total value of its assets in real estate.

e) A public Fund may not invest more than 30% of the total value of its assets in companies within the same corporate group or related company group.

f) The capital and assets of a public Fund may not be used to lend or guarantee loans; they may not be used to finance the operations of the public Fund, except for short-term borrowing to cover necessary expenses for the public Fund. The total value of borrowings of a public Fund may not exceed 1% of the net asset value of the public Fund at any time. The maximum loan term may not exceed 30 days.

g) Public Funds are not restricted from investing in government bonds.

2. The investment structure of a public Fund may deviate but not exceed 10% from the investment restrictions stipulated in Clause 1 of this Article, and such deviations must result from changes in the market value of invested assets and legitimate payments by the public Fund. In such cases, the fund management company may not invest the capital and assets of the Fund in assets that have deviated, and corrective measures must be taken within three months from the date of deviation. The fund management company must report to the State Securities Commission and disclose information to investors regarding the causes of the deviations and the corrective measures, and the results of the correction.

Article 14. Transactions involving assets of a public Fund with related parties of the fund management company

1. The General Director, Deputy General Director (Director, Deputy Director), members of the Board of Directors of the fund management company, fund managers, or related parties may not purchase assets of the public Fund for the company or themselves, nor sell their own assets to the public Fund.

2. Except as provided in Clause 1 of this Article, transactions involving assets of a public Fund in which the fund management company or related parties of the fund management company participate in any form must comply with the following provisions:

a) The transaction assets may not be real estate.

b) The transaction must be approved by the supervising bank and all independent members of the Fund Management Board.

3. If the fund management company or related parties of the fund management company have cooperative relationships or shared interests with the public Fund in asset transactions, the allocation of benefits and assets must be fair. Parties may not use public Fund assets to directly or indirectly benefit themselves beyond direct benefits from their participation in the transaction, or pursue objectives other than the transaction and investment objectives of the public Fund.

Article 15. Dissolution of the Fund

1. The dissolution of the Fund shall be carried out in the following cases:

a) The Fund reaches the end of its operational period as stated in the Fund Charter.

b) The Investor General Meeting decides to dissolve the Fund before the operational period stated in the Fund Charter.

2. In the cases stipulated in Clause 1 of this Article, the fund management company and the supervising bank are responsible for completing the liquidation of the Fund's assets and returning the Fund's assets to investors.

3. At least three months prior to the dissolution date, the Fund Management Board must convene the Investor General Meeting and present a dissolution plan for the Fund for the Investor General Meeting to decide. The dissolution plan must be approved by the State Securities Commission.

4. Proceeds from the liquidation of the Fund's assets and remaining assets during dissolution shall be paid in the following priority order:

a) Payment of financial obligations to the State (if any).

b) Payment of dissolution costs and debts of the Fund; payments due to the fund management company and the supervising bank.

c) Other legitimate payments due according to the law (if any).

d) Any remaining amount (if any) after paying the above obligations shall be used to pay investors corresponding to their ownership ratio in the Fund.

Article 16. Rights and Obligations of Investors

1. Adhere to the Fund Charter; comply with Resolutions of the Investor General Meeting.

2. Pay the full amount for purchasing fund certificates and bear responsibility for the Fund's debts and other property obligations within the scope of their contributed capital.

3. Enjoy benefits from the Fund's investment activities equivalent to their contribution ratio in the Fund.

4. Exercise their rights and fulfill their obligations through the Investor General Meeting as stipulated in the Fund Charter.

5. Transfer fund certificates in accordance with the provisions of the law; it is not permitted to request the fund management company or the bank supervisor on behalf of the public fund to repurchase fund certificates, except where otherwise provided by law.

Article 17. Investor General Meeting

1. The first Investor General Meeting upon establishment of the public fund shall be convened by the fund management company and the bank supervisor.

2. The annual Investor General Meeting shall be convened by the Fund Board within ninety days from the end of the fiscal year.

3. Extraordinary Investor General Meetings may be convened by the Fund Board or the bank supervisor in the following cases:

a) Significant changes in the investment environment and the investment situation of the public fund and decisions on issues prescribed in Article 18 of this Charter;

b) The fund management company or the bank supervisor being declared bankrupt, suspended from operations, or seriously violating the Fund Regulations;

c) When the Fund Board or the bank supervisor receives requests from investors or groups of investors representing at least 10% of the paid-in capital continuously for six months;

d) Other cases as stipulated in the Fund Regulations.

4. In case the Fund Board or the bank supervisor fails to convene a meeting as prescribed in point c, Clause 3 of this Article, investors or groups of investors representing at least 10% of the paid-in capital continuously for six months have the right to convene the Investor General Meeting.

5. The convening of the Investor General Meeting as prescribed in Clauses 3 and 4 of this Article must be carried out within thirty days from the date such situations occur. At least ten working days before the meeting takes place, the convener must publicly notify investors about the convening of the Investor General Meeting.

Article 18. Rights of the Investor General Meeting

The Investor General Meeting has the right to:

1. Elect the chairperson of the meeting.

2. Elect and dismiss members of the Fund Board and the Chairman of the Fund Board.

3. Decide on remuneration and operating expenses of the Fund Board.

4. Examine and handle violations by the Fund Board, the fund management company, the bank supervisor, and related organizations causing damage to the public fund.

5. Approve decisions to amend and supplement the Fund Regulations and the listing of fund certificates.

6. Change profit distribution policies.

7. Change major policies, strategies, investment objectives of the public fund, and dissolve the public fund.

8. Change fees paid to the fund management company and the bank supervisor.

9. Request the fund management company and the bank supervisor to present books or transaction letters at the Investor General Meeting.

10. Approve annual financial reports, asset status, and activities of the public fund.

11. Approve, amend, and supplement the asset supervision contract.

12. Change the fund management company and the bank supervisor.

13. Other rights and duties as prescribed in the Fund Regulations.

Article 19. Conditions and Procedures for Convening the Investor General Meeting

1. The Investor General Meeting shall be held when there are investors attending the meeting representing at least 65% of the paid-in capital of the fund.

2. If the first meeting does not meet the conditions prescribed in Clause 1 of this Article, a second meeting shall be convened within thirty days from the date the first meeting was scheduled to commence. The second Investor General Meeting shall be held when there are investors attending the meeting representing at least 51% of the paid-in capital of the fund.

3. If the second meeting does not meet the conditions prescribed in Clause 2 of this Article, a third meeting shall be convened within fifteen working days from the date the second meeting was scheduled to commence. In this case, the meeting of the Investor General Meeting shall be held regardless of the number of investors attending.

4. The procedures for convening the Investor General Meeting and voting methods are prescribed in the Fund Regulations.

Article 20. Approval of Decisions by the Investor General Meeting

1. The Investor General Meeting approves decisions within its authority through voting at the meeting or by written ballot. Persons with interests and obligations related to the issue to be voted on are not allowed to participate in the vote.

2. Decisions of the Investor General Meeting are approved at the meeting if:

a) They are approved by investors representing at least 51% of the total votes of all attending investors;

b) For decisions regarding amendments and supplements to the Fund Regulations and dissolution of the public fund, they must be approved by investors representing at least 65% of the total votes of all attending investors.

3. In case decisions are approved through written ballots, the decisions of the Investor General Meeting are approved if they are approved by investors representing at least 51% of the total votes of all investors of the fund.

4. The Fund Board, the fund management company, and the bank supervisor are responsible for complying with the Resolutions of the Investor General Meeting.

Article 21. Reports on the Investor General Meeting

1. The convening and content of the Investor General Meeting must be publicly notified to investors and reported to the State Securities Commission at least ten working days before the meeting takes place.

2. The State Securities Commission has the right to request changes to the meeting content if it finds that the content contravenes the law or may cause serious harm to the interests of investors.

3. Within ten working days after the conclusion of the Investor General Meeting, the Fund Board is responsible for preparing and submitting the Minutes and Resolutions of the meeting to the State Securities Commission.

Article 22. The Fund Board

1. The Fund Board represents the interests of investors and has the rights and obligations prescribed in the Fund Regulations. The rights and obligations of the Fund Board prescribed in the Fund Regulations must include the following main contents:

a) Supervising the activities of the fund management company, the bank supervisor, and service-providing organizations for the public fund in accordance with the Fund Regulations;

b) Checking and supervising the implementation of procedures and methods for determining the net asset value of the public fund;

c) Approve transactions of the public fund with related parties of the fund management company and supervisory bank in accordance with the provisions of Article 14 of this Charter and the regulations of the fund's charter;

d) Recommend investment policies and objectives of the public fund;

e) Recommend profit distribution levels for investors; approve the terms and procedures for profit distribution;

f) Recommend changes to the fund management company or supervisory bank;

g) Other rights and duties prescribed in the fund's charter.

2. Decisions of the Fund Board are made through voting at meetings, written consultation, or other methods specified in the fund's charter. Each member of the Fund Board has one vote.

3. The Fund Board must have a minimum of three members and a maximum of eleven members, of which at least sixty percent of the Fund Board members must not be related parties of the fund management company and supervisory bank (hereinafter referred to as independent members).

4. The term, criteria, number of members, appointment, removal, dismissal, and supplementation of Fund Board members are stipulated in the fund's charter. Fund Board members may not delegate their rights and obligations towards the public fund to others.

5. Fund Board members must commit not to transfer the fund certificates they own within two years from the date of issuance. After this period, the transfer of fund certificates by Fund Board members must be publicly announced to investors.

Article 23. Meetings of the Fund Board

1. The Chairman of the Fund Board has the right to convene meetings of the Fund Board. The Fund Board must meet at least once every quarter, and extraordinary meetings can be held if necessary.

2. A meeting of the Fund Board can proceed when at least two-thirds of the total number of members are present. Decisions of the Fund Board are passed if approved by a majority of attending members. In case of a tie, the final decision belongs to the side with the opinion of the Chairman of the Fund Board.

3. Meetings of the Fund Board must be fully recorded in the minutes. The chairperson and secretary are jointly responsible for the accuracy and truthfulness of the minutes of the Fund Board meeting.

Article 24. Chairman of the Fund Board

1. The Investor Assembly elects the Chairman of the Fund Board from among the members of the Fund Board. The Chairman of the Fund Board must be an independent member.

2. The Chairman of the Fund Board has the following rights and duties:

a) Develop the program and plan of activities of the Fund Board;

b) Prepare the agenda, content, and materials for meetings; convene and chair meetings of the Fund Board;

c) Monitor the implementation process of decisions made by the Fund Board;

d) Other rights and duties prescribed in the fund's charter.

3. In the event that the Chairman of the Fund Board is absent or unable to perform assigned tasks, the Fund Board member authorized by the Chairman of the Fund Board will carry out the rights and duties of the Chairman of the Fund Board. If there is no authorized person, the remaining Fund Board members will select one of the independent members temporarily to hold the position of Chairman of the Fund Board based on consensus. The election of the Chairman of the Fund Board will be conducted at the nearest annual Investor Assembly.

Chapter III

MEMBER FUND

Article 25. Establishment of Member Fund

1. The Member Fund is established by members contributing capital according to the provisions of Decree No. 144/2003/NĐ-CP and entrusted to the fund management company for management. The Member Fund must have a minimum charter capital of five billion Vietnamese dong.

2. During the establishment of the Member Fund, organizations and individuals involved in establishing the Member Fund and the fund management company are not allowed to use mass media to advertise, solicit contributions, or conduct market surveys in any form.

3. The establishment of the Member Fund must be registered with the State Securities Commission.

Article 26. Capital Contributing Members

1. Capital contributing members must always meet the following conditions:

a) Invest a minimum of three billion Vietnamese dong, in the case of an organization;

b) Invest a minimum of one billion Vietnamese dong, in the case of an individual.

2. Capital contributing members have the following rights and obligations:

a) Adhere to the fund's charter; comply with resolutions of the Member Assembly;

b) Pay the full amount for purchasing fund certificates and bear responsibility for debts and other property liabilities of the Member Fund within the scope of contributed capital;

c) Enjoy benefits from the Member Fund's investment activities proportional to their contribution ratio in the Member Fund;

d) Exercise their rights and fulfill their obligations through the Member Assembly as stipulated in the fund's charter;

e) Transfer their contributed capital portion in the Member Fund according to the provisions of the law; are not permitted to request the fund management company or supervisory bank to purchase back their contributed capital on behalf of the Member Fund;

3. The Member Assembly consists of all capital contributing members of the Member Fund with at least two contributing members. The Member Assembly has the following rights:

a) Elect the Chairperson of the Member Assembly;

b) Decide whether to establish a Fund Board; decide on the election, removal, and appointment of the Chairman and members of the Fund Board (if any); decide on remuneration and operating costs of the Fund Board;

c) Decide on the selection of the supervisory bank;

d) Examine and handle violations by the fund management company, supervisory bank, and related service providers causing damage to the Member Fund;

e) Approve decisions to amend and supplement the fund's charter, Supervision Contract;

f) Change profit distribution policies;

g) Change major policies, strategies, investment objectives of the Member Fund, and dissolve the Member Fund;

h) Change fees paid to the fund management company and supervisory bank;

i) Request the fund management company and supervisory bank to submit accounting books or transaction letters;

j) Approve annual financial statements, asset status, and activity reports of the Member Fund;

k) Approve, amend, and supplement the asset supervision contract;

l) Change the fund management company and supervisory bank;

m) Other rights and duties prescribed in the fund's charter.

4. In the case where the Member Fund has only one contributing member, the Member Fund does not have a Members' Assembly; the sole contributing member of the Fund shall have the rights stipulated in Clauses d, e, f, g, h, i, j, k, l, m of Clause 3 of this Article.

5. The contributing members of the Member Fund may only transfer their contributions to investors who meet the conditions prescribed in Point a and b of Clause 1 of this Article.

Article 27. Procedures and documents for registering the establishment of a Member Fund

1. The documents for registering the establishment of a Member Fund include:

a) Application for registration of establishment of a Member Fund (in accordance with Appendix No. 06 attached hereto);

b) Charter of the Member Fund (in accordance with Appendix No. 02 attached hereto);

c) Asset supervision contract; the provisions of the asset supervision contract must be consistent with the Fund's Charter;

d) Minutes of the capital contribution agreement and list of contributing members.

3. The fund management company shall be responsible for the validity and accuracy of the documents. In cases where it is discovered that the documents submitted to the State Securities Commission are incomplete, contain inaccurate information, or new events have occurred affecting the content of the submitted documents, the fund management company must report to the State Securities Commission to promptly amend and supplement the documents for registering the establishment of the Member Fund.

4. Within thirty days from the date of receipt of complete and valid documents as prescribed in Clause 1 of this Article, the State Securities Commission shall issue a certificate of registration for the establishment of the Member Fund. In case of refusal, the State Securities Commission shall explain the reasons in writing.

5. From the date of issuance of the certificate of registration for the establishment of the Member Fund, the fund management company and the supervisory bank must establish and retain a register of ownership of the contributed capital of the contributing members of the Member Fund and all information related to the transfer of contributed capital.

Article 28. Investment activities of the Member Fund

1. The Member Fund must ensure that at least sixty percent of the value of the fund assets are invested in securities.

2. The Member Fund is not required to comply with investment restrictions applicable to public funds as provided in this Regulation, except where otherwise provided in the Fund's Charter.

Article 29. Reporting and provision of information regime.

1. The fund management company must notify individuals and organizations interested in contributing capital to the Member Fund of the following content:

"Investing in this Member Fund is not suitable for small investors, but is suitable for professional individuals and organizations with experience in managing and investing in financial assets, with financial capacity and willing to accept potential risks arising from the Fund's investments. Investors in this Member Fund should carefully consider before making an investment decision.

The State Securities Commission issuing a certificate of registration for the establishment of the Member Fund means that the establishment of the Member Fund has been carried out in accordance with relevant laws, and does not imply a guarantee regarding the objectives, strategies, risk levels, and profit potential of the Fund."

2. The fund management company is obliged to provide contributing members of the Fund with reports as prescribed in Point a of Clause 1 of Article 55 of this Regulation.

3. The fund management company is not required to comply with obligations to publicly disclose information concerning the Member Fund.

Article 30. Other Provisions on the Member Fund

1. Fees and expenses related to the investment activities of the securities investment fund must comply with the provisions of the law. The Fund's Charter must fully and specifically prescribe the management fee level, the maximum annual bonus payable to the fund management company; the maximum annual fee payable to the supervisory bank in accordance with the provisions of the law.

2. The net asset value of the Member Fund may be determined periodically according to the provisions of the Fund's Charter to serve as the basis for calculating various fees or in other cases prescribed in the Member Fund's Charter. The determination of the net asset value of the Fund must comply with the principles prescribed in Article 12 of this Regulation.

3. The accounting and allocation of income and expenses of the Member Fund must comply with the provisions of Clause 1, Clause 2, and Point a of Clause 3 of Article 11 of this Regulation.

4. At least thirty days before the distribution of the Fund's income, the Supervisory Bank must prepare a list of contributing members entitled to receive distributed income, determine the income distribution rate for each unit of the Fund or portion of contributed capital, the deadline and form of payment. The notice of income distribution must be sent to all contributing members at least fifteen working days before the distribution takes place. The notice must clearly state the name of the Fund, the name and address of the contributing member, the number of units of the Fund or portion of contributed capital of the contributing member, the income distribution rate and total value of income distribution received by that contributing member, the date and method of payment of the distributed income.

5. The dissolution of the Member Fund shall be carried out in accordance with the provisions of Article 15 of this Regulation.

6. The fund management company, supervisory bank, contributing members, and other organizations and individuals related thereto must comply with other provisions of the law and this Regulation.

Chapter IV

FUND MANAGEMENT COMPANY

Article 31. Principles for Issuing Management Licenses

1. A fund management company is granted a license to perform one or more of the following types of services:

a) Establishing and managing public funds;

b) Establishing and managing Member Funds.

2. The establishment of a joint venture fund management company must be granted a License by the State Securities Commission after approval by the Ministry of Finance. This License simultaneously serves as a business registration certificate. Foreign securities business organizations participating in the capital contribution to establish a joint venture fund management company must be organizations permitted to operate fund management under foreign law (hereinafter referred to as foreign fund management companies).

Article 32. Conditions for Issuing a Fund Management License

The conditions for issuing a fund management license shall be implemented in accordance with Article 83 of Decree No. 144/2003/NĐ-CP.

Article 33. Application Documents for Issuing a Fund Management License

1. Application documents for issuing a fund management license for a wholly domestic capital fund management company include:

a) An application form for a fund management license (as per Appendix No. 07 attached hereto);

b) The company's charter;

c) A proposed business plan for the first three years;

d) Minutes of the initial shareholders' capital contribution for a joint-stock company, or minutes of the initial members' capital contribution for a limited liability company with two or more members, or a decision on capital transfer from the owner for a single-member limited liability company;

e) Certified copies of the establishment permit or business registration certificate of the legal entities participating in capital contributions to set up the fund management company;

f) Financial reports of the last two years of the parties that contribute over 10% of the registered capital of the fund management company;

g) A presentation on technical facilities and equipment serving the fund management activities (as per Appendix No. 08 attached hereto);

h) Brief resumes of the board of directors' members, board of members' members, and the company chairman (as per Appendix No. 09 attached hereto);

i) Valid application documents for obtaining a professional qualification certificate for the General Director, Deputy General Director (Director, Deputy Director), and other fund management professionals of the company in accordance with Article 48 of this Regulation.

2. Application documents for issuing a fund management license for a joint venture fund management company include the documents mentioned in points a, b, c, e, f, g, h, i of paragraph 1 of this Article and the following additional documents:

a) Documents proving that the foreign party participating in the joint venture is permitted to operate fund management services in its home country and a summary of the activities and investment results of funds managed by the foreign party;

b) Certified copies of the charters of the joint venture parties;

c) Joint venture agreement.

3. In the application documents for issuing a fund management license for a joint venture fund management company, all documents must be certified copies legally recognized by the competent authority where the foreign party's main office is located and confirmed by a Vietnamese notary public to be translated into Vietnamese.

4. The application documents for issuing a fund management license sent to the State Securities Commission include one original set and two duplicate sets.

Article 34. Procedure for Issuing a Fund Management License

1. The maximum time limit for issuing fund management licenses is 60 days from the date the State Securities Commission receives complete and valid application documents. If the license is refused, the State Securities Commission must provide a written explanation of the reasons.

2. After receiving the principle approval document for issuing a fund management license from the State Securities Commission, the applicant organization must transfer the entire registered capital into a blocked account at the designated bank. This amount can only be released after the company officially obtains the fund management license.

3. In cases where the registered capital includes contributions in kind or land use rights, the applicant organization must submit to the State Securities Commission certified copies of documents proving ownership or usage rights and the value of the contributed assets.

4. The State Securities Commission will officially issue the fund management license after the applicant organization completes the business registration procedures in accordance with the law for wholly domestic capital fund management companies, and after completing the capital blocking procedures as stipulated in paragraph 2 of this Article for the establishment of joint venture fund management companies.

Article 35. Changing or Supplementing Service Types for Fund Management Companies

1. A fund management company that has been issued a fund management license wishing to change or supplement service types must apply for a change or supplement to the fund management license.

2. Application documents for changing or supplementing service types for a fund management company include:

a) An application form for changing or supplementing service types for a fund management company (as per Appendix No. 10 attached hereto);

b) The resolution of the Shareholders' Meeting and the Decision of the Board of Directors for a joint-stock company, or the Decision of the owner for a single-member limited liability company, or the Decision of the Board of Members for a limited liability company with two or more members regarding the change or supplementation of service types of the company;

c) A proposed business plan when adding or reducing service types.

3. Within a maximum period of 30 days from the date of receipt of complete and valid application documents, the State Securities Commission will notify in writing the approval of the change or supplementation of service types for the fund management company. If not approved, the State Securities Commission will provide a written explanation of the reasons.

Article 36. Transfer of Shares or Capital Contributions to Foreign Fund Management Companies

1. Shares or capital contributions in a fund management company may be transferred to foreign fund management companies according to the ratio prescribed by the Prime Minister.

2. Selling shares or capital contributions valued at more than 5% of the registered capital of a fund management company to a foreign fund management company must be approved by the State Securities Commission.

3. Application documents for transferring shares or capital contributions to foreign fund management companies:

a) An application form for transferring shares or capital contributions to a foreign fund management company (as per Appendix No. 11 attached hereto);

b) The resolution of the Shareholders' Meeting and the Decision of the Board of Directors for a joint-stock company, or the Decision of the owner for a single-member limited liability company, or the Decision of the Board of Members for a limited liability company with two or more members regarding the transfer of shares or capital contributions to a foreign fund management company;

c) The documents mentioned in point a of Article 33, paragraph 2;

d) Certified copies of the charter of the foreign fund management company;

e) Certified copies of the establishment permit or business registration certificate or equivalent legal certification documents and financial reports of the last two years of the foreign fund management company;

f) A preliminary agreement on the transfer of capital contributions or shares between the Vietnamese party and the foreign fund management company.

4. Within a maximum period of fifteen days from the date of receiving complete and valid documents, the State Securities Commission shall notify in writing its approval for the transfer of shares or capital contribution to foreign fund management companies. In case of disapproval, the State Securities Commission shall provide detailed reasons in writing.

Article 37. Establishment and closure of fund management company branches

1. A fund management company wishing to establish or close a branch must obtain the approval of the State Securities Commission.

2. The application documents for establishing a branch include:

a) An application form for establishing a fund management company branch (as per Appendix 13 attached to this Regulation);

b) A business plan for managing funds for the first two years of operation, consistent with the securities market development strategy;

c) A presentation on technical facilities serving the fund management activities of the branch (as per Appendix 8 attached to this Regulation), accompanied by proof of rights to use the area for the branch's headquarters;

d) Valid application documents for obtaining a professional practice certificate for the Branch Director, Deputy Director, and fund management practitioners according to Article 48 of this Regulation if they have not yet obtained such certificates.

3. The application documents for closing a branch of a fund management company include:

a) An application form for closing a branch (as per Appendix 12 attached to this Regulation);

b) Documentation explaining the reasons for requesting the closure of the branch;

c) A closure plan for the branch, clearly stating the resolution for handling the rights and obligations of the branch towards customers and related parties.

4. Within a maximum period of fifteen days from the date of receiving complete and valid documents, the State Securities Commission shall notify in writing its approval for the establishment or closure of a branch of a fund management company. In case of disapproval, the State Securities Commission shall provide detailed reasons in writing.

Article 38. Change of Head Office and Branch Location

1. A fund management company wishing to change the location of its head office or branch must obtain the approval of the State Securities Commission.

2. The application documents for changing the location of the head office or branch include:

a) An application form for changing the location of the head office or branch (as per Appendix 13 attached to this Regulation);

b) A presentation on technical facilities of the headquarters or branch at the proposed new location (as per Appendix 8 attached to this Regulation), accompanied by proof of rights to use the area for the headquarters or branch.

3. Within fifteen days from the date of receiving complete and valid documents, the State Securities Commission shall notify in writing its approval for the change of location of the head office or branch of a fund management company. In case of disapproval, the State Securities Commission shall provide detailed reasons in writing.

Article 39. Fees for Licensing and Supplementing Fund Management Licenses

A fund management company must pay licensing fees and supplementary license fees as prescribed by law.

Article 40. Announcement of Fund Management License and Related Changes

1. Before officially commencing operations, a fund management company must follow the procedures for announcing the fund management license as stipulated in Article 86 of Decree No. 144/2003/NĐ-CP.

2. A fund management company must publicly announce information about changes as specified in Articles 35, 36, 37, and 38 of this Regulation through mass media.

Article 41. Internal Control

1. A fund management company must issue regulations on internal control and set ethical standards for employees.

2. A fund management company must ensure that there is at least one full-time staff member responsible for internal control with specific powers and responsibilities defined in the internal control regulations. The full-time staff member responsible for internal control must possess relevant professional qualifications in securities and the securities market.

3. A fund management company must submit to the State Securities Commission copies of the regulations mentioned in Clause 1 and the curriculum vitae of the internal control staff member mentioned in Clause 2 of this Article for reporting purposes.

Article 42. Rights and Obligations of Fund Management Companies

1. A fund management company has the following obligations:

a) To comply with the Fund Charter and protect the interests of investors;

b) To act fairly, honestly, and in the best interest of the Fund and investors;

c) The fund management company must ensure the safety and separate management of assets of each Fund and of the fund management company itself. The fund management company must ensure organizational, personnel, and operational separation between fund management activities, financial advisory services, and securities investment activities;

d) For transactions of the Fund conducted by the fund management company involving the participation of related parties of the fund management company, fairness must be ensured and no harm should be done to the interests of the Fund; all relevant information regarding such transactions must be fully reported to the Fund Board, the State Securities Commission, and publicly disclosed to investors;

e) To ensure that delegating responsibilities to third parties and organizational and management changes of the fund management company do not adversely affect the interests of the Fund;

f) The fund management company is liable to compensate for losses of the Fund resulting from non-compliance with the obligations stipulated in this Article;

g) All securities transactions of members of the Board of Directors, managers, and employees of the fund management company must be reported and centrally managed within the fund management company under the supervision of the internal control department;

h) When the fund management company engages in buying or selling assets for the Fund, members of the Board of Directors, General Manager, Deputy General Manager (Director, Deputy Director) of the company, and fund managers may not receive any benefits for the company or themselves or for a third party, except for fees and bonuses stipulated in the Fund Charter;

i) The fund management company has the obligation to determine the net asset value of the Fund in accordance with the provisions of the law.

j) In case the supervising bank detects and informs the fund management company about transactions that are not in compliance with legal regulations, the fund's charter, or exceed the authority of the fund management company, the fund management company must cancel such transactions or purchase or sell assets of the Fund to restore its assets to their state prior to the transaction. All costs arising from these transactions shall be borne by the fund management company.

2. The fund management company has the following rights:

a) To receive fees and bonuses stipulated in the fund's charter in accordance with legal provisions;

b) To engage in financial advisory and securities investment advisory services; the fund management company may only provide financial advisory services to enterprises investing in or receiving investment capital from funds managed by the fund management company; it shall not participate in listing advisory or securities issuance advisory activities;

c) To conduct business and service activities in compliance with legal provisions.

Article 43. Restrictions on the operations of the fund management company

1. The fund management company shall not be related parties of the supervising bank for the Fund's assets.

2. The fund management company shall not invest in funds it manages.

3. Board members of the fund management company, managers of the fund management company, managers of the Fund, and related parties may only buy or sell fund certificates of the Fund they manage at market prices.

4. The fund management company shall not invest, contribute capital, or purchase shares of another fund management company; it shall not invest, contribute capital, or purchase shares of a securities company.

5. The fund management company shall not be allowed to open trading accounts for funds it manages at a securities company that is a related party of the fund management company.

6. The fund management company shall not use the capital of one Fund to purchase assets of another Fund it manages in order to increase or decrease the value of the Fund.

7. The fund management company shall not invest the Fund's capital in any asset or type of security in which the fund management company, its employees, and related parties have interests, except with prior approval from the Fund's representative council.

8. The fund management company shall not accept any income or benefits for itself derived from the use of third-party provided asset transaction services for the Fund and must record these amounts as income of the Fund.

9. The fund management company shall not use the capital and assets of funds it manages to invest more than 49% of the total value of a circulating security issued by an organization or an unlisted company.

10. The fund management company shall not conduct transactions that unreasonably increase costs and risks for the Fund.

Article 44. Providing information to investors

1. The fund management company must comply with the obligations to disclose information to investors as prescribed by law.

2. The fund management company must ensure that the following documents are available at its headquarters and branches for investors to refer to:

a) The fund's charter and amendments thereto;

b) The prospectus and amendments thereto;

c) The most recent monthly and quarterly reports and annual reports of the Fund for the past five years;

d) The most recent net asset value assessment of the Fund, specifying the value of each item in the Fund's asset portfolio;

e) Documents, reports, and contracts referenced in the Prospectus.

Article 45. Suspension of operations, revocation of fund management license

The fund management company may be suspended from operations or have its fund management license revoked according to the provisions of Article 89 of Decree No. 144/2003/NĐ-CP.

Article 46. Termination of rights and obligations towards the Fund of the fund management company

1. The fund management company terminates its rights and obligations towards the Fund in the following cases:

a) The fund management company proposes to terminate its rights and obligations towards the Fund in accordance with the fund's charter, approved by the Investor General Meeting;

b) It is revoked of its fund management license according to the provisions of Article 45 of this Regulation;

c) At the request of the supervising bank or the Fund's representative council, approved by the Investor General Meeting.

2. In the case specified in Clause 1 of this Article, the rights and obligations of the fund management company towards the Fund shall be transferred to another fund management company according to the provisions of Article 47 of this Regulation.

Article 47. Changing the fund management company

1. The change of the fund management company can only be carried out after obtaining written approval from the Investor General Meeting and the State Securities Commission. The replacement fund management company shall have the obligation to submit to the State Securities Commission the following documents:

a) A document proposing to replace the fund management company;

b) A document proposing to terminate the rights and obligations of the fund management company towards the Fund (in the case stipulated in point a, b Clause 1 of Article 46 of this Regulation); or

c) A document proposing to replace the fund management company from the supervising bank or the Fund's representative council and a detailed report on the reasons for changing the fund management company along with written evidence (in the case stipulated in point c Clause 1 of Article 46 of this Regulation);

d) A resolution attached with the minutes of the Investor General Meeting regarding the change of the fund management company and the selection of a new fund management company;

e) A plan for the change and the method of handling issues related to the rights and obligations of all parties involved;

f) A draft of the new Supervision Agreement;

g) A draft of the amended fund charter.

2. Within fifteen working days from the date of approval by the State Securities Commission, the change of the fund management company must be publicly announced by the supervising bank to investors.

3. The rights and obligations of the fund management company towards the Fund cease only upon completion of the transfer of rights and obligations to the receiving fund management company. The receiving fund management company shall have the obligation to submit to the State Securities Commission the handover minutes between the two fund management companies, confirmed by the supervising bank.

Article 48. Fund Management Operations

1. Conditions, documents, procedures for issuing, extending, changing, and revoking the practice certificate for fund management shall be applied according to the provisions set forth in Articles 30, 31, 32, 33, 34, 35, and 37 of the Regulation on the Organization and Operation of Securities Companies issued together with Decision No. 55/2004/QĐ-BTC dated June 17, 2004 of the Minister of Finance.

2. Practitioners in fund management must comply with the restrictions on practitioners in fund management as stipulated in Article 98 of Decree No. 144/2003/NĐ-CP.

Article 49. Board of Directors of the Fund Management Company

The person appointed as General Director, Deputy General Director (Director, Deputy Director) managing the Fund must meet the following requirements:

a) Must have at least five years of work experience in the fields of finance, banking, or insurance;

b) Hold a practice certificate for fund management issued by the State Securities Commission or meet the conditions and submit complete application documents for issuance of the practice certificate for fund management as prescribed by law;

c) Not be a practitioner whose practice certificate has been revoked by the State Securities Commission according to the provisions of Article 97 of Decree No. 144/2003/NĐ-CP.

Chapter V

SUPERVISION BANK

Article 50. Selection of Supervision Bank

1. The supervision bank selected by the fund management company must satisfy the conditions specified in Clause 2 of Article 93 of Decree No. 144/2003/NĐ-CP and must be approved by the Shareholders' Meeting.

2. The supervision bank has the obligation to report to the State Securities Commission about being chosen as the supervision bank of the Fund, accompanied by the following documents:

a) Curriculum vitae of the staff members designated by the supervision bank to supervise the safekeeping of the Fund's assets;

b) Commitment not to own any assets of the Fund;

c) Commitment from the supervision bank and its staff that they are not related parties of the fund management company.

Article 51. Rights and Obligations of the Supervision Bank

1. Obligations of the supervision bank:

a) The supervision bank is responsible for inspecting, supervising, and ensuring that the fund management activities of the fund management company comply with the laws and the Fund Charter;

b) The supervision bank must register ownership of fund certificates for investors; facilitate and perform activities to assist investors in exercising rights arising from ownership of fund certificates;

c) The supervision bank has the obligation to safely keep and manage the Fund's assets; act on behalf of the Fund to exercise rights arising from the Fund's assets (excluding voting rights); settle transactions of the Fund in accordance with the laws, the Fund Charter, the Supervision Contract, and lawful orders or instructions of the fund management company;

d) The supervision bank must manage separately the assets of different Funds from each other and from the bank's own assets and other assets managed by the bank; under all circumstances, the capital and assets of the Fund may not be used to pay off debts of any organization or individual other than the Fund itself;

e) The supervision bank is responsible for confirming reports related to the assets and operations of the Fund prepared by the fund management company;

f) In case the supervision bank determines that the degree of deviation in the valuation of fund certificates is significant and seriously affects the interests of investors, the supervision bank must require the fund management company to immediately take appropriate measures to ensure fairness for all parties;

g) The supervision bank performs the obligations of reporting and managing records in accordance with the laws, the Fund Charter, and the Supervision Contract;

h) The supervision bank must comply with other provisions of Article 94 of Decree No. 144/2003/NĐ-CP, the Fund Charter, and the Supervision Contract;

i) Any confirmation or approval by the supervision bank regarding reports or transactions of the Fund only means that such reports or transactions were established and executed in compliance with the laws and the Fund Charter.

2. The supervision bank is entitled to service fees for providing asset custody and supervision services according to the Fund Charter and in accordance with the laws; it may not receive any other benefits for itself or for third parties.

Article 52. Relationship between the supervision bank, the fund management company, and the Fund

1. The supervision bank may not have any participation in capital contribution, holding shares, lending, or borrowing with the fund management company, and vice versa.

2. Members of the Board of Directors, managers, and staff directly responsible for supervising the Fund's operations and managing its assets in the supervision bank may not be related parties of the fund management company, and vice versa.

3. The supervision bank, members of the Board of Directors, managers, and staff directly responsible for supervising the Fund's operations and managing its assets in the supervision bank may not be counterparties in buying or selling transactions involving the Fund's assets.

Article 53. Termination of Rights and Obligations towards the Fund of the Supervision Bank

1. The supervision bank terminates all its rights and obligations towards the Fund in the following cases:

a) The supervision bank proposes to terminate its rights and obligations towards the Fund in accordance with the provisions of the Fund Charter approved by the Shareholders' Meeting;

b) The supervision bank ceases operations, dissolves, or declares bankruptcy;

c) Upon request of the fund management company or the Fund Representative Council approved by the Shareholders' Meeting.

2. In the cases specified in Clause 1 of this provision, the rights and obligations of the supervision bank towards the Fund shall be transferred to another supervision bank in accordance with Article 54 of this Regulation and consistent with Clause 1 of Article 50 of this Regulation.

Article 54. Change of Supervision Bank

1. In the event of changing the supervision bank as provided for in Article 47 of this Regulation, the fund management company has the obligation to report to the State Securities Commission about selecting a replacement supervision bank, accompanied by the following documents:

a) A document proposing to replace the supervision bank by the fund management company;

b) A document proposing to terminate rights and obligations towards the Fund by the supervision bank (for the cases specified in point a and b of Clause 1 of Article 53 of this Regulation) and relevant documents concerning the cessation of operations, dissolution, or declaration of bankruptcy of the supervision bank (for the case specified in point b of Clause 1 of Article 53 of this Regulation); or

c) A document proposing to replace the supervising bank of the fund management company or the Fund Management Board and a detailed report on the reasons for changing the supervising bank along with authentic written evidence (for cases stipulated in point c, Clause 1, Article 53 of this Regulation);

d) The resolution attached with the Minutes of the Investors' General Meeting regarding the change of the supervising bank and the selection of a new supervising bank;

e) Draft of the new Supervision Agreement;

f) Draft of the amended Fund Charter;

g) Plan for changes and methods to handle issues related to the rights and obligations of relevant parties.

2. Within fifteen working days from the date of approval by the State Securities Commission, the change of the supervising bank must be publicly announced by the fund management company to investors.

3. The rights and obligations of the supervising bank being transferred only terminate at the time when the transfer of rights and obligations towards the Fund to the receiving supervising bank is completed. The receiving supervising bank must prepare and submit to the State Securities Commission the Transfer Record between the two supervising banks, confirmed by the fund management company and the Fund Management Board.

Chapter VI

REPORTING SYSTEM AND RECORD KEEPING REGIME

Article 55. Reporting Obligations of the Fund Management Company

1. The fund management company shall submit to the State Securities Commission periodic monthly, quarterly, and annual reports on its operations and the assets of the Funds it manages, in accordance with Clause 1, Article 96 of Decree No. 144/2003/ND-CP, as follows:

a) Monthly, quarterly, and annual reports for the Fund:

- Monthly, quarterly, and annual asset reports of the Fund (Annex 14 attached to this Regulation);

- Monthly, quarterly, and annual net asset value change reports of the Fund (Annex 15 attached to this Regulation);

- Monthly, quarterly, and annual investment activity reports of the Fund (Annex 16 attached to this Regulation);

- Reports on the investment portfolio status of the Fund (Annex 17 attached to this Regulation);

- Reports on certain performance indicators in the Fund's activities (Annex 18 attached to this Regulation);

- Other reports of the Fund (if any), as prescribed by accounting laws.

b) Reports on the fund management company:

- Monthly, quarterly, and annual operation reports of the fund management company (Annex 19 attached to this Regulation);

- Quarterly financial reports of the fund management company, as prescribed by accounting laws;

- Annual financial reports of the fund management company, as prescribed by accounting laws.

c) Deadlines for submitting the reports specified in points a and b of this clause:

- Within five working days from the end of the month, the fund management company shall submit the monthly reports of the Fund and the company to the State Securities Commission;

- Within twenty days from the end of the quarter, the fund management company shall submit the quarterly reports of the Fund and the company to the State Securities Commission;

- Within ninety days from the end of the fiscal year, the fund management company shall submit the annual reports of the Fund and the company to the State Securities Commission.

d) The annual financial reports specified in points a and b of Clause 1 of this Article must be audited by an independent auditing organization.

2. The fund management company has the obligation to report to the State Securities Commission within three working days from the date of discovery if the supervising bank violates the Fund Charter, the Supervision Agreement, and securities and stock market laws.

3. In case the fund management company votes on behalf of the Fund at the shareholders' meeting or the board of directors of the company in which the Fund invests, the fund management company has the obligation to report the voting content in the monthly activity report of the Fund.

4. When necessary, to protect common interests and the interests of investors, the State Securities Commission and the Stock Exchange Center may require the fund management company to submit written reports on information about the organization and activities of the company and the Funds managed by the company, in accordance with the disclosure obligations and reporting regime of the fund management company under Article 57 and Clauses 2 and 3, Article 96 of Decree No. 144/2003/ND-CP and guiding documents.

Article 56. Reporting Obligations of the Supervising Bank

1. The supervising bank must prepare monthly, quarterly, and annual supervision reports on the fund management company's management activities of the Fund it supervises. These reports must be submitted to the State Securities Commission and investors.

2. The supervising bank's supervision reports must evaluate compliance with securities and stock market laws, related laws, and the Fund Charter of the fund management company on the following matters:

a) All fund management activities;

b) Determination of the Fund's net asset value;

c) Issuance of fund certificates and capital raising for the Fund;

d) Any violations (if any) by the fund management company and proposals for solutions and remediation.

3. Deadlines for submitting reports to the State Securities Commission:

a) Within five working days from the end of the month, the supervising bank shall submit the monthly supervision report to the State Securities Commission;

b) Within twenty days from the end of the quarter, the supervising bank shall submit the quarterly supervision report to the State Securities Commission;

c) Within ninety days from the end of the fiscal year, the supervising bank shall submit the annual supervision report to the State Securities Commission.

4. The supervising bank has the obligation to report to the State Securities Commission within three working days from the date of discovery if the fund management company or the Fund Management Board violates the Fund Charter, the Prospectus, and securities and stock market laws.

5. In case there is a transaction transferring fund certificates from foreign organizations and individuals exceeding 5% of the Fund's charter capital, the supervising bank must report to the State Securities Commission information about the transaction within five working days from the date of occurrence of the transaction.

6. The supervising bank has the obligation to report according to written requests from the State Securities Commission.

Article 57. Record Keeping and Document Verification Regime

1. The fund management company and the supervising bank must always retain all documents related to the issuance of investment certificates, ownership registration, financial reports, accounting vouchers, and transactions of the Fund from its establishment until the end of its operation, ensuring they are complete, systematic, clear, accurate, and consistent in accordance with the provisions of the law.

2. The figures and transaction documents of the Fund's assets, entrusted investment assets, and the Fund's accounting accounts must be regularly and continuously checked and reconciled by the fund management company and the supervising bank to ensure balance in compliance with the Fund’s Charter, the Entrusted Investment Management Contract, and accounting regulations.

Chapter VII

INSPECTION, SUPERVISION, AND VIOLATION HANDLING

Article 58. Supervision and inspection

The Fund, the fund management company, the fund manager, and the supervising bank shall be subject to supervision by the State Securities Commission and other competent authorities as prescribed by law.

Article 59. Handling Violations

The fund management company, the fund manager, and the supervising bank that violate the provisions governing fund management activities shall be dealt with according to current regulations.

Chapter VIII

IMPLEMENTATION

Article 60. Implementation Provisions

1. The fund management companies and supervising banks shall establish and submit to the State Securities Commission operational rules and business procedures in accordance with the provisions of this Regulation.

2. Any amendments or supplements to this Regulation shall be decided by the Minister of Finance./.