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MINISTRY
OF FINANCE
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SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
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No.:
06/VBHN-BTC
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Hanoi, March 21, 2016
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CIRCULAR
GUIDANCE ON ESTABLISHMENT AND MANAGEMENT OF THE OPEN-ENDED
FUND
The Circular No. 183/2011/TT-BTC
dated December 16, 2011 of the Minister of Finance on providing guidance on
establishment and management of the open-ended fund, taking effect as of March
01, 2012, has been amended and supplemented by:
The Circular No. 15/2016/TT-BTC
dated January 20, 2016 of the Minister of Finance amending and supplementing
several articles of the Circular No. 183/2011/TT-BTC dated December 16, 2011 on
providing guidance on establishment and management of the open-ended fund,
taking effect as of March 15, 2016.
Pursuant to the Law on
Securities dated June 29, 2006;
Pursuant to the Law on
Enterprises dated November 29, 2005;
Pursuant to the Law dated
November 24, 2010 on amending and supplementing a number of articles of the Law
on Securities;
Pursuant to the Government’s
Decree No. 118/2008/ND-CP dated November 27, 2008 defining the functions,
tasks, powers and organizational structure of Ministry of Finance;
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Chapter I
GENERAL PROVISIONS
Article 1. Scope
and regulated entities
This Circular guides the
mobilization of capital for the establishment and management of open-ended
funds, and the operation of the fund management companies, supervisory banks,
distributors and providers of services related to the management of open-ended
funds within the territory of the Socialist Republic of Vietnam.
Article 2.
Interpretation of terms
In this Circular, these terms are
construed as follows:
1. Soft commission refers to
the expenses which are not directly paid in cash and are included in other
valid expenses.
2. Nominee agents are the
distributors which open nominee accounts in their names and trade fund
certificates on behalf of investors in the secondary ledger.
3. Distributors are securities
trading organizations, depository banks, commercial banks, insurers and other
economic organizations that have registered the distribution of open-ended fund
certificates.
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5. Liquidation value of a
share is determined by the value of owner’s equity of the issuer divided by the
total number of outstanding stocks.
6. Major investment portfolio of
the fund are the investments in valuable papers and securities issued by the
same issuer (including money market instruments, negotiable instruments, and
securities as prescribed in Point b, d, and e Clause 2 Article 15 of this
Circular) of which the total value makes up at least five percents (5%) of the
total value of assets of the fund.
7. Fund consolidation is the
consolidation of two open-ended funds or more (hereinafter referred to
as consolidating funds) into a new open-ended fund (hereinafter referred to as consolidated
fund) by transferring all assets, rights and legal interests, debts and
obligations of the consolidated fund, and at the same time terminating the
existence of the consolidating funds.
8. Personal profile
includes a document providing information on the standard form prescribed in Annex
07 together with a certified copy of the ID card, passport or other identity
papers.
9. (abrogated)
10. Valuation date means the
date on which the fund management company determines the NAV of the fund as
prescribed by the Law on securities.
11. Fund certificate trading day
means the valuation date on which the fund management company, on behalf of the
fund, issues and redeems open-ended fund certificates.
12. Supervisory bank is a
commercial bank having Certificate of registration for securities depository,
appointed by a fund management company to provide depository services and
supervise the fund management.
13. Beneficiaries refer to
organizations and individuals whose names are not registered as owners of
assets, but such assets are totally under their ownership.
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15. Investment portfolio
management of a fund comprises the investment research and analysis; formulation
and implementation of investment strategies and tactics; decisions on the
structure of the investment portfolio and types of assets for capital
investment and divestment, and decisions on the time of making the investments
and divestments.
16. Fund means an open-ended
fund as defined in Clause 30 Article 6 of the Law on securities in 2006.
17. Bond funds are the
open-ended funds that invest in various kinds of treasury bills, bonds, and
other fixed-income valuable papers and instruments with the proportion of
investment in such assets that makes up at least eighty percents (80%) of the NAV.
18. Fund merger means the
form whereby one or several open-ended funds (hereinafter referred to as merged
funds) merge into another open-ended fund (hereinafter referred to as merging
fund) by transferring all assets, rights and legal interests, debts and obligations
to the merged fund, and at the same time terminating the existence of the merged
funds.
19. Primary ledger of investors
(hereinafter referred to as primary ledger) means data in the form of a
document or electronic data file or both, recording information about investors
who own fund certificates.
20. Secondary ledger of
investors (hereinafter referred to as the secondary ledger) is the ledger
of investors made and managed by distributors under the authorization from the fund
management company.
21. Quarterly average number of
the fund units is the total number of outstanding fund units determined
after each fund certificate trading day divided by the number of such trading
days in the quarter.
22. Open-ended fund certificate trading
account means the account via which an investor buys, sells and owns
certificates of one or more open-ended funds, which are managed by a fund
management company. The open-ended fund certificate trading accounts shall be
opened and managed by providers of transfer agent services. There are two types
of these accounts:
a) Investor’s account is the
account owned by an investor and opened in such investor's name;
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24. Independent member of the board
of representatives of the fund refers to a member unrelated to the fund
management company or supervisory bank.
25. The time of closing the
order book is the deadline for distributors to receive trading orders from
investors that shall be executed on the trading day. The time of closing the
order book shall be specified in the fund’s charter and publicly announced in
the prospectus or summary prospectus which is not allowed to exceed the time of
closing the securities market of the Stock Exchange on the latest day before
the fund certificate trading day.
26. Quotation service
provider refers to a securities trading organization or a credit institution
which is authorized to conduct foreign exchange services, and/or a bond
quotation system selected by the fund management company to provide the
quotation of price of assets other than listed securities or registered
securities.
27. Related service provider
refers to the depository bank or the Vietnam Securities Depository authorized
by the fund management company to provide one or more of the following
activities:
a) Investment fund management
services:
- Making accounting entries for the
fund’s transactions: recording changes of cash inflows and outflows of the fund;
- Preparing financial statements of
the fund, and coordinating with and assisting the fund's auditing firm during
the fund auditing;
- Determining the NAV of the fund and
the NAV of one fund certificate unit in accordance with law and provisions in
the fund’s charter;
- Performing other activities in
accordance with the law and provisions in the fund’s charter.
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- Preparing and managing the primary
ledger; opening, monitoring and managing investor’s accounts and nominee
accounts; certifying ownership of open-ended fund certificates;
- Recording buy orders, sell
orders, switching orders made by investors; transferring the ownership of the
fund certificates; updating the primary ledger;
- Supporting investors in
exercising their rights related to their ownership of fund certificates;
- Organizing meetings of the board
of representatives of the fund, general meetings of investors of the fund;
maintaining the contact channel with investors, distributors, regulatory
authorities and other competent agencies;
- Providing investors with
financial statements and operational reports of the fund, prospectus, summary
prospectus, trading account statements, transaction certifications, and other
documents.
28. Average annual profit rate of
the fund is the pre-tax profit of such fund during a year divided by its
average annual NAV.
29. Charter capital of the
open-ended fund means the amount of capital raised during the initial
public offering of fund certificates.
30. Index funds are open-ended
funds investing in stock portfolios as the basis for constituting the market
index in which the market index is constructed and managed by Stock Exchanges in
Vietnam in accordance with laws on the exchange-traded funds (ETFs).
Chapter II
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Section I: THE
OPEN-ENDED FUND ESTABLISHMENT
Article 3. Type
and name of the fund
1. The name of a fund must be in
Vietnamese and may include numbers and symbols; it must be pronounceable and
contain at least the two following elements:
a) The phrase “Investment Fund”;
b) The type of the fund, suitable
for the investment objectives and policies, and the structure of the investment
portfolio and assets.
2. The name of the fund must comply
with the laws on enterprises. The State Securities Commission of Vietnam (SSC)
is entitled to require fund management companies to change the fund names in
accordance with related laws.
Article 4. Application
for registration of initial public offering of open-ended fund certificates
1. Application for registration of
initial public offering of open-ended fund certificates includes:
a) Application form for the public
offering of fund certificates according to the form stated in the Annex 01
enclosed with this Circular;
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c) The fund’s prospectus and summary
prospectus;
d) The list of the fund managers,
enclosed with their personal profiles;
e) The principle contract on the
supervision; the principle contracts signed with related service providers (if
any), including contents prescribed in Annex 32 enclosed with this Circular;
the principle contracts signed with nominee agents; the principle contracts on
the distribution of fund certificates. In case an organization proposed to act
as a distributor or nominee agent who has been not issued with certificate of
registration of the fund certificate distribution, such organization must
supplement the application for registration of the fund certificate distribution
as prescribed in Clause 3 Article 39 of this Circular;
f) The fund’s advertising and
introduction documents as prescribed in Clause 1 Article 42 of this Circular
(if any);
g) In case the fund management
company does not propose to hold the first general meeting of investors, it
must provide additional documents for consulting the investors, including:
- The list of representatives of
the fund, enclosed with their personal profiles and other valid documents
proving that the board of representatives of the fund has satisfied all
requirements in Clauses 2 and 3 Article 28 of this Circular;
- Documents related to other issues
that need to be consulted by the investors.
2. Application for registration of
initial public offering of open-ended fund certificates shall be made into one
(01) original attached with electronic files. The original set of the
application shall be sent by post or directly to the SSC’s administrative
department.
3. The information in the application
must be correct, accurate, unequivocal, and contain sufficient important
information which may affect investors' decisions. The fund management company
is liable for the information and documents in the application.
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6. The certificate of registration
of the public offering of open-ended fund certificates issued by the SSC to the
fund management company is also the document certifying that the application
for such initial public offering has satisfied all conditions and procedures
stipulated by law.
7. While the SSC is considering the
application for registration for the offering of open-ended fund certificates,
the fund management company and related persons are only permitted to use, in
an honest and accurate manner, the information in the prospectus already
submitted to the SSC for market survey purposes, and they must clearly state
that the information is unofficial. The information for market survey purposes
must not be provided via the mass media.
8. In the absence of any
additional contents or information in the application for registration of the follow-on
offering of fund certificates, the fund management company shall not be obliged
to provide written evidence that supervisory banks, related service providers or
fund managers have met stipulated conditions which has already been submitted
in the application for registration of the previous offerings of fund
certificates. Where new funds that are planning offerings share the
same fund’s charter and prospectus, the fund management company shall not be
required to submit these documents in the application for registration of the
offering of new fund certificates.
Article 5. Offering
of fund certificates
1. The initial public offering of fund
certificates is only permitted to be implemented:
a) After the SSC has issued a
certificate of registration of the offering of fund certificates; and
b) The fund management company ensures
that buyers are able to access the prospectus and summary prospectus in the application
for the offering of fund certificates at distributors mentioned in the notice
of issuance.
2. The fund management company
must, at least fifteen (15) days prior to the initial public offering of fund
certificates, send to the SSC and publicly announce the notice of issuance with
contents regulated by the Ministry of Finance on the application for
registration of the public offering of securities via the mass media as
prescribed in Clause 3 of this Article.
3. The announcement of information
shall be carried out through the following means of mass media:
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b) Other means of mass media in
accordance with law;
4. The fund management company,
distributors and the underwriter (if any) must distribute fund certificates
fairly and publicly, ensuring that investors have a minimum period of twenty
(20) days in which to register to purchase fund certificates, and this
time-limit must be recorded in the notice of issuance.
5. The proceeds from the initial
public offering of fund certificates must be transferred into the escrow
account opened at the supervisory bank and kept there until the SSC issues a
certificate of fund establishment registration. The supervisory bank must pay
interest at least equal to the demand deposit interest rate during the period
the capital raised for the fund is held in the escrow opened at such bank.
6. The fund management company must
finish the distribution of fund certificates within ninety (90) days from the
effective date of the certificate of registration of the public offering of fund
certificates. If the fund management company is unable to complete the
distribution within this time-limit, it must submit the application to the SSC
for an extension of distribution period of fund certificates.
Within seven (07) days as of the
receipt of the application submitted by the fund management company, the SSC
shall consider to grant an extension of the time-limit for distributing fund
certificates but such extension must not exceed thirty (30) days. In case of
refusal to grant an extension of this time-limit, the SSC shall specify its
reasons in writing.
7. The suspension or cancellation
of the offering must comply with Article 22 and 23 of the Law on securities.
Article 6.
Application for fund establishment registration
1. The fund management company must
send the SSC an application for the fund establishment registration within ten
(10) days as of the end of the initial public offering of fund certificates.
The application shall include:
a) The application for the fund
establishment registration according to the form prescribed in the Annex 09
enclosed with this Circular;
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c) List of nominee agents and
investors, including investors conducting transactions via nominee accounts, according
to the form prescribed in Annex 11 of this Circular and enclosing the following
information:
- For nominee agents: full names,
abbreviated names and trading names, number of the licenses for the establishment
and operation/ certificates of business registration of nominee agents; the
number of investors registering for trading via nominee accounts and the number
of fund units in nominee accounts;
- For investors: full name, ID
number or unexpired passport number, address (if the investor is an individual)
or full name, abbreviated name, number of the certificate of business
registration, head office’s address (if the investor is an organization),
number of the trading account of open-ended fund certificates and trading
method (via nominee agents or distributors); the number of fund units owned,
ownership ratio, and date of purchase;
d) Record of investors’ opinions on
relevant contents as regulated in Point g Clause 1 Article 4 of this Circular.
2. The application for the fund
establishment registration prescribed in Clause 1 of this Article shall be made
into one (01) original attached with electronic files. The original set of the
application shall be sent by post or directly to the SSC’s administrative
department.
3. The SSC shall, within ten (10)
days as from the receipt of complete and valid application, issue a certificate
of the fund establishment registration. In case of refusal, the SSC shall
specify its reasons in writing.4. The fund management company is permitted,
immediately after the certificate of the fund establishment registration takes
effect, to obtain release of the capital held in the escrow account at the supervisory
bank in order to make investments. The supervisory bank must pay interest on
the capital amount held in the escrow account in accordance with the contract
signed by the supervisory bank and the fund management company.
5. The fund management company
must, within fifteen (15) days as from the end of the offering, disclose
information in accordance with Clause 3 Article 5 of the Circular, report to
the SSC, pay fees and discharge financial obligations arising from the capital mobilization
and refund in full to investors their cash contributions and the interest (if
any) upon the occurrence of one of the following events:
a) Less than one hundred (100)
investors, excluding institutional securities investors, purchased fund
certificates;
b) Total value of capital mobilized
was less than fifty (50) billion Vietnamese dongs or less than the estimated
minimum capital value according to the fund’s charter (if any);
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Article 7. Ledger
of investors and the ownership certification
1. Within five (05) days as from
the effective date of the certificate of registration of the fund establishment,
the fund management company shall itself or grant powers to a related transfer
agent service provider to establish and manage a ledger of investors (primary
ledger) and confirm with investors their ownership of fund certificates. The
fund management company may authorize a nominee agent in a foreign country to
establish and manage the secondary ledger and to confirm with investors in such
foreign country their ownership of fund certificates. The authorization to
related service providers must be made on principles and on the basis of a
contract containing contents prescribed in Annex 32 enclosed with this
Circular.
2. The primary ledger includes the
following information:
a) The name and head office’s
address of the fund management company, of the supervisory bank, and of the depository
bank (if any); the full name of the fund;
b) Investors’ information,
including:
In the case of individuals: full
name, ID number or unexpired passport number, contact address, contact telephone
number, and email address (if any);
In the case of organizations: full
name, abbreviated name, trading name, head office’s address, number of license
for the establishment and operation/ certificate of business registration; full
name, ID number or unexpired passport number, contact telephone number and
email address of the individual who is authorized by such organization to trade
fund certificates;
c) Account numbers of investors; or
sub-account numbers, attached with the numbers of nominee accounts; securities trading
codes (applicable to foreign investors);
d) The quantity of fund units
owned; and dates of registration of ownership.
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4. Within three (03) days from the
day on which the transaction is made or at the request of an investor according
to the form in Annex 12 enclosed with this Circular, the fund management
company, nominee agents, and related service provider shall adjust the
information about the investor in the primary ledger and secondary ledger in
one of the following cases:
a) There is a fund certificate
transaction implemented between the fund and the investor on a fund certificate
trading day;
b) There is a non-commercial
transaction such as a change of name of owner in a case of donation,
inheritance or transfer of ownership pursuant to a court decision or in another
case as stipulated by law; or there is a transfer of fund certificates from a
nominee account to an investor’s account or vice versa;
c) There is a change of information
about an investor.
5. The fund management company
and related service providers must always have sufficient information about the
ownership of each investor, including those conducting transactions via nominee
accounts (except for the investors performing transactions via overseas nominee
accounts). The information about assets of investors in the primary ledger,
including the investors trading via nominee accounts, is the proof of the
investors' ownership of the fund certificates. The Investor's ownership shall
be established when the information about investor's ownership is updated in
the primary ledger.
Article 8.
Fund’s charter, prospectus and summary prospectus
1. The fund’s charter is initially
issued by the fund management company according to the form in Annex 02
enclosed with this Circular. Investors that register for purchasing fund
certificates are considered having approved the fund’s charter. The fund
management company must obtain opinions from the general meeting of investors
prior to amending or supplementing the issued fund’s charter. If the general
meeting of investors authorizes, or if it is set forth in the fund's charter,
the following contents may be amended or supplemented without obtaining opinions
from the general meeting of investors:
a) Any amendment or addition or
adjustment due to a change in legal provisions;
b) Grammatical or spelling errors
in the fund's charter.
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3. The prospectus must contain all
information in the form provided in Annex 03 enclosed with this Circular. The
prospectus shall be updated when significant information arises, or
periodically updated according to the frequency specified in the fund’s
charter. If the SSC does not provide any written objection within fifteen (15)
days from the date on which the prospectus is lodged with the SSC, the fund
management company is permitted to provide the prospectus to related service
provider, distributors and investors.
4. The fund management company
shall make a summary prospectus that contain fundamental contents as prescribed
in Annex 04 enclosed with this Circular.
5. The prospectus and the summary
prospectus must be easily understandable, must not use too many technical expressions,
and must be published on the websites of the fund management company, related
service provider and distributors, and be provided free of charge to investors
on request.
6. Supervisory banks and
related service provider shall be allowed to clearly state that, in their
prospectus and advertisements for open-ended funds, only information regarding
these banks or providers is accredited, and shall be held liable within their
scope of operations agreed upon in contracts signed with fund management companies
and in consistence with laws and regulations as well as information that they
have provided in order to create prospectuses and advertisements for open-ended
funds.
Section II: OPEN-ENDED
FUND CERTIFICATE TRANSACTIONS
Article 9. Investor’s
accounts and nominee accounts
1. In the case of any investor trading
fund certificates for the first time, the fund management company or
distributor must collate identification information about the investor and
beneficiary (if any) and must open a fund certificate trading account for the
investor on the basis of the investor's request for registration of the fund
certificate trading according to the form in Annex 20 enclosed with this
Circular. Investors have the right to select the following fund certificate trading
accounts:
a) Personal account, in the name of
the investor (referred as the investor’s account as prescribed in Point a
Clause 22 Article 2 of this Circular);
b) A sub-account to trade within
the account in the name of the nominee agent as prescribed in Point b Clause 22
Article 2 of this Circular (referred as the investor’s sub-account).
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3. An investor’s account or
sub-account must contain the following particulars:
a) The number of the trading
account or sub-account;
b) The quantity of fund units;
c) The quantity of increased or
reduced fund units and the reasons for such increase or reduction;
d) Other personal information about
the investor as regulated in Clause 2 Article 7 of this Circular.
4. Management of investor’s accounts
and nominee accounts must satisfy the following principles:
a) The fund management company or
related service provider must open and manage a separate and independent
account for each nominee agent and for each investor. The distributor shall
provide updated information on the opening and closure of investor’s accounts to
the fund management company or related service provider;
b) Nominee agent must open and manage
sub-accounts independently and separately of each investor. The total balance
of sub-accounts of investors must match the balance of the nominee account, and
the balance of each sub-account must match the data about the investor's
ownership of the fund certificates in the primary ledger;
c) A nominee agent must provide
information about sub-accounts of each investor to the fund management company
or related service provider, and must regularly check to ensure that the
balance in any sub-account is consistent with the data and status of ownership
of such investor in the primary ledger. This provision does not apply to foreign
nominee agents.
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6. A foreign investor, before
opening a fund certificate trading account or sub-account, must register a
securities trading code in accordance with the Ministry of Finance’s regulations
on activities of foreign investors in the securities market. This provision
does not apply to an investor outside the territory of the Socialist Republic
of Vietnam that makes transactions via the nominee account of a foreign nominee
agent.
7. A foreign nominee agent must,
before opening a nominee account, apply for a securities trading code in
accordance with the Ministry of Finance’s regulations on activities of foreign
investors in the securities market.
8. A transfer agent service
provider and nominee agent must promptly and accurately update complete
information about securities trading codes of foreign investors and their
ownership status, and promptly provide complete information to state competent authorities
upon written requests. This provision shall not apply to foreign nominee agents
that open the nominee accounts as prescribed in Clause 7 this Article.
Article 10. General
provisions on fund certificate trading
1. Within thirty (30) days from the
effective date of the Certificate of registration of the fund establishment,
the fund management company shall arrange the fund certificate trading for
investors. Trading activities must be arranged on a periodical basis in
accordance with the provisions in the fund’s charter and as announced in the
prospectus and summary prospectus. The trading frequency must be no less than
twice per month.
2. Trading orders must be sent to a
distributor announced in the prospectus and summary prospectus or announced on
the website of the fund management company, or must be sent to the fund
management company or related service provider. The fund management company or
related service provider must establish a system for receipt of trading orders
from investors in Vietnam, enabling them to place orders with any distributor
announced in the prospectus and summary prospectus or announced on the website
of the relevant fund management company.
3. Distributors may only receive
trading orders from investors when order forms are filled with complete and
accurate information according to the form provided in Annex 21 enclosed with
this Circular. Order forms shall be kept by distributors in accordance with the
laws on securities, and ensure inclusion of the time of receipt of orders and
receivers of trading orders obtained from investors in a sufficient, accurate,
timely and evident manner. Delivery of investor’s trading
orders via telephone, fax, internet connection or electronic devices and other
transmission lines must be consistent with regulations on electronic
transactions and order forms must be stored in the form of electronic data folder.
4. Fund management companies and
related service providers are only permitted to implement orders received prior
to the time of closing the order book. Depending on the provisions in the
fund’s charter and prospectus, orders received after the time of closing the
order book shall either be cancelled or may continue to be valid for
implementation on the next fund certificate trading day.
5. The fund management company,
related service provider or nominee agent shall, within three (03) days from a fund
certificate trading day, update information about post-trade ownership of
investors in the primary ledger and also send investors trading confirmation according
to the form defined in Annex 22 enclosed with this Circular.
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7. The fund management company,
related service provider and nominee agents must keep an order book containing
the information according to the form defined in Annex 23 enclosed with this
Circular, in which they record complete information about fund certificate trading
orders from investors.
8. Investors are permitted to switch
between funds if the fund management company has two or more funds and there is
a relevant provision in the charters of the funds and in the prospectuses. The
switching order shall be executed as follows:
a) The sell order of sold fund
certificates shall be executed first, then the order to purchase target fund
certificates shall be executed;
b) Orders shall be executed on fund
certificate trading days of corresponding funds;
c) Investors are only required to
make settlement of switching fees (if any) in accordance with provisions in
charters of relevant funds, and are not required to pay fees for buying and
selling on orders implemented in accordance with Points a and b of this
Article.
9. A fund management company and
its related individuals are permitted to contribute capital to establish the
fund and trade open-ended fund certificates which is currently managed by such
company at the trading prices applicable to other investors as regulated in Article
14 of this Circular.
Article 11. Fund
certificate buy orders
1. Implementation of a buy order of
an investor or nominee agent must comply with the following principles:
a) A buy order must be sent
together with valid documents certifying that the investor has made full settlement
into the fund’s account or there must be confirmed by the supervisory bank as
prescribed in Point c this Clause. Nominee agents shall make settlement on the
basis of the difference between the buy order and the sell order, and the
time-limit for settlement shall accord with the contract between the transfer
agent service provider and the nominee agent;
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c) The supervisory bank must
confirm with the fund management company, distributor or related service
provider that complete purchase monies for the fund certificates have been
received from the investor or from nominee agents;
d) The transaction value of a buy
order must not be less than the minimum buying value (if any) stipulated in the
fund's charter and announced in the prospectus;
e) The quantity of fund units sold
to investors or nominee agents may be an odd number in the form of figures
containing a decimal fraction which shall be rounded up to the second figure
after the decimal point.
2. A fund management company must
open a cash account at the supervisory bank in order to receive settlement from
investors and nominee agents for the purchase of fund certificates. A nominee
agent must open an account for making settlement of fund certificate transactions
at the supervisory bank as prescribed in Point e Clause 3 Article 40 of this
Circular in order to receive settlement from investors trading via nominee
accounts.
3. Sums earned by purchasing
fund certificates after being transferred to the cash account of the fund at a
supervisory bank shall be promptly used for investment on the trading day of
such fund certificates. The supervisory bank are responsible for paying
interest to the fund at the currently applicable rate of interest on demand
deposit from the date on which the fund receives such sums from the investors.
4. Where buy orders of fund
certificates and settlement for such orders are performed by individuals or
organizations other than investors, order forms and written confirmation of
such settlement must clearly include name, account number and settlement value
of the interested investor.
Article 12.
Fund certificate sell orders
1. Implementation of a sell order
of an investor or nominee agent must comply with the following principles:
a) A sell order is only permitted
to be implemented when the fund management company, distributor, nominee agent
or related service provider ensures that the investor has a sufficient quantity
of fund units to sell as requested, and that the remaining quantity of fund
units owned by the investor will not be less than the minimum quantity (if any)
prescribed in the fund’s charter and announced in the prospectus for
maintaining an account or sub-account;
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c) Settlement shall be made by
remittance or by some other forms upon written request of the investor or
nominee agent;
d) The time-limit for making settlement
shall be implemented as stipulated in the fund’s charter and as announced in
the prospectus but may not be later than seven (07) days from the fund
certificate trading day. In the cases in Clause 3 of Article 13, and after the
board of representatives of the fund issues the written approval, the settlement
may be delayed but not later than thirty (30) days as from the fund certificate
trading day.
2. The nominee agent is responsible
to complete settlement to the investor within three (03) days from the date of settlement
made as prescribed in Point d Clause 1 of this Article.
3. If fund's charter or the
prospectus allows, the fund management company may transfer a part of the
investment portfolio instead of paying cash to investors. The transfer of investment
portfolio must satisfy the following conditions:
a) It may only be conducted when
the fund management company considers it necessary in order to avoid a negative
impact on the NAV of the fund. The transfer must be approved in writing by the
board of representatives, and reports must be provided at the next general
meeting of investors;
b) The investor (the transferee)
issues a written approval;
c) It may only be conducted in
respect of a sell order with a total settlement value in excess of fifty (50)
billion dongs or some other high value as stipulated in the fund’s charter and
announced in the prospectus;
d) The structure of the part of the
investment portfolio transferred to the investor must be completely the same as
the structure of the investment portfolio of the fund, ensuring the consistency
between asset types, structure and asset ratio in the investment portfolio of
the fund.
4. The supervisory bank is
responsible for checking and certifying that the transfer is conformable with
Clause 3 of this Article.
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1. The fund management company has
the right to cover only a part of a buy order, sell order or switching order
from an investor in any one of the following cases:
a) The total value of sell orders
(including sell orders from switching activities) less the total value of buy
orders (including buy orders from switching activities) on a fund certificate trading
day is more than ten percents (10%) of the NAV of the fund; or
b) The complete execution of the
investor’s orders might lead to the fact that:
- The NAV of the fund goes down
below fifty (50) billion dongs; or
- The value of remaining fund units
or the total number of remaining fund units in the investor’s account is lower
than the minimum value or the minimum number of fund units required to maintain
the account of such investor as prescribed in the fund's charter and announced
in the prospectus (if any); or
- The remaining NAV or the number
of remaining fund units is lower than the minimum NAV or the minimum number of
outstanding fund units prescribed in the fund's charter and announced in the
prospectus (if any); or
- The number of outstanding fund
units exceeds the maximum amount (if any) prescribed in the fund’s charter and
announced in prospectus; or
c) Other cases prescribed in the
fund's charter and announced in the prospectus.
2. Regarding the redemption of the remaining
part of sell orders or switching orders with respect to the orders have been
satisfied partially as prescribed in Clause 1 of this Article, the fund
management company must apply either of two principles defined in the fund's
charter and announced in the prospectus as follows:
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b) The principle of ratio parity: the
unexecuted part of order will be coupled with later arriving orders for
implementation, ensuring the ratio between the value of orders implemented and
the value registered for trading are the same.
3. In the cases in Point a Clause 1
of this Article, if there is a relevant provision in the fund’s charter and
prospectus, the fund management company is permitted to extend the time-limit
for settlement but not beyond thirty (30) days after the fund certificate trading
day.
4. The open-ended fund certificate
trading may be suspended in one of the following cases:
a) The fund management company is
unable to redeem open-ended fund certificates as requested due to an event of
force majeure;
b) The fund management company is
unable to determine the NAV of the open-ended fund on the date of determining
the price for redeeming open-ended fund certificates because the Stock Exchange
decides to suspense securities transactions in the fund’s investment portfolio.
c) Other cases as stipulated in the
fund’s charter or as considered necessary by the SSC.
5. The fund management company must
report to the board of representatives of the fund and the SSC within twenty
four (24) hours of the occurrence of any event specified in Clause 4 of this
Article, and must continue to redeem open-ended fund certificates immediately
after such event terminates.
6. The duration of any suspension
of fund certificate trading shall be as prescribed in the fund’s charter but
must not be longer than ninety (90) days from the last trading day of fund
certificates.
7. The fund management company
must, within thirty (30) days as of the end of the suspension of fund
certificate trading as prescribed in Clause 6 of this Article, arrange a
meeting to obtain opinions from the general meeting of investors on dissolution
or division of the fund, or on continuing to extend the duration of suspension
of fund certificate trading.
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Article 14. Initial
public offering price, sell price and redemption price of open-ended fund units
1. The initial public offering
price of an open-ended fund unit shall be prescribed by the fund
management company in the fund’s charter and announced in the prospectus.
2. The sell price of a fund unit,
meaning the price which the investor must pay to the fund management company,
shall equal the NAV of a fund unit calculated on the fund certificate trading
day, plus the issuance fee (if any).
3. The price of redeeming a fund
unit, meaning the price which the fund management company must pay to an
investor, shall equal the NAV of a fund unit calculated on the fund certificate
trading day minus the redemption fee (if any).
4. The redemption, issuance and
switching fees can be set at various rates, based on the period of holding fund
certificates, investment objectives, or investment values. Maximum fee rates
must be provided for in the fund’s charter and prospectus. Specific fee
rates must be announced in the prospectuses, summary prospectuses, or on
websites of fund management company, distributors or in other forms. The issuance
fee is not allowed to exceed five percents (5%) of the transaction value. The
redemption and/or switching fee is not allowed to exceed three percents (3%) of
the transaction value.
5. When trading fund certificates,
investors must not be required to pay any other fees to the fund management
company, authorized organization or distributor apart from the fees which the fund
must pay as prescribed in the fund’s charter and the issuance fee, redemption
fee (if any) or switching fee (if any) as prescribed in the fund’s charter and
announced in the prospectus.
6. These fee rates shall be
increased to the extent that the increased rates do not exceed the maximum
rates prescribed in paragraph 4 of this Article. The soonest day to apply the
increased fee rates is the 90th day from the date on
which the fund management company announces new fee rates on its website.
Section III: INVESTMENT
OF OPEN-ENDED FUNDS
Article 15. Investment
limits of an open-ended fund
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2. The fund may invest in the
following assets:
a) Deposits at commercial banks as
prescribed by the laws on banking;
b) Foreign currency, money
market instruments including valuable papers and negotiable instruments in
accordance with relevant laws;
c) Government bonds, Government-guaranteed
bonds, and local authority bonds;
d) Listed stocks, stocks registered
for trading, and listed bonds of issuers operating in accordance with the law
of Vietnam;
e) Stocks, bonds to be listed or
registered by the issuers that operate as per Vietnam’s law; corporate bonds
issued by listed organizations for which settlement guarantee is provided by
credit institutions or which issuers undertake to repurchase;
f) Derivative securities listed and
traded on the Stock Exchange, but with the sole objective of avoiding risks;
g) Rights that may arise in
connection with securities that the fund is holding.
3. The investment in the assets
prescribed in Point e Clause 2 of this Article must satisfy the following
conditions:
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b) The board of representatives of
the fund has provided written consent to the type and code of the securities,
to the quantity and the transaction value, and to the time for implementing
same;
c) There is adequate proof that the
issuer will complete its application for trading registration or listing such
securities on the Stock Exchange within twelve (12) months from the trading
date.
4. The structure of the investment
portfolio of open-ended fund must adhere to the following rules:
a) Except for deposits in the
demand account of the fund opened at a supervisory bank, it is not allowed to
invest more than forty-nine percents (49%) of the fund’s total asset value in
the assets referred to in Point a and b Clause 2 of this Article. This
provision shall not be applied to bond funds;
b) Do not invest more than thirty percents (30%) of the fund’s total asset
value in the assets prescribed in Point a, b, d, e and f Clause 2 of this
Article, which are issued by the same company or by a group of companies having
mutual ownership relations, including the investment in derivatives which is
the value agreed upon in the contract defined in Annex 13 to this Circular;
c) Do not invest more than twenty
percents (20%) of total asset value of the fund in outstanding securities of an
issuer, including valuable papers, negotiable instruments, bonds (except
government bonds), voting stocks, non-voting stocks, and convertible bonds;
d) Do not invest in securities
of an issuer more than ten percents (10%), or fifteen percents (15%) (in
respect of an index fund or exchange-traded fund) of the total value of
outstanding securities of that issuer, except for government bonds;
e) Do not invest more than ten
percents (10%) of the total asset value of the fund in the assets provided for
in Point e Clause 2 of this Article;
f) The total value of major
investment portfolio in the fund’s investment portfolio must not exceed forty
percents (40%) of the fund’s total asset value, except in the case of the bond
fund;
g) At any time, the total value
agreed upon in derivatives trades, outstanding loans and other payables of the
fund must not exceed the net asset value of the fund;
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i) Do not directly invest in
real property, precious stones and metals;
j) Hold securities issued by at
least six (06) issuers, except in the case of the bond fund.
5. Except for the cases referred
to Point g, h, i Clause 4 of this Article, the investment structure of the
open-ended fund may vary due to the objective causes:
a) The fluctuation of the market
prices of assets in the fund’s investment portfolio;
b) Making legitimate settlement
of the fund;
c) Executing trading orders of
investors;
d) Consolidating and merging
issuers;
e) The fact that the new
fund has just been licensed, or has operated for a maximum period of six
(06) months from the date on which the certificate of the fund establishment
registration is issued due to the division, consolidation, or merger of the
funds;
f) The fact that the fund is in
the process of dissolution.
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7. In case variation is caused by
the inconformity with the investment limits prescribed by law or the fund’s
charter, the fund management company is responsible for adjusting the investment
portfolio within fifteen (15) days from the date on which the variation occurs
and shall incur the expenses of these transactions and losses (if any). If the
variation resulted in a profit, such profit must be immediately be accounted
for as profit of the fund.
8. Fund management companies may
only invest in deposit and money market instruments as prescribed in Point a, b
Clause 2 of this Article, issued by credit institutions approved in writing by
the board of representatives of the fund.
Article 16.
Lending and borrowing, repurchase, and margin trading
1. The fund management company is
not permitted to use capital and assets of the fund to provide loans or to provide
guarantees for any loan, except for investment in deposits as prescribed in
Point a Clause 2 Article 15 of this Circular.
2. The fund management company
may not take out loans for investment activities, except for short–term loans
to defray necessary costs of the fund or make settlement for fund certificate
transactions with investors. The total value of short–term loans, exclusive of
advances and payables, must not exceed five percents (5%) of the NAV of the
fund at any time and the longest loan term is thirty (30) days.
3. The fund management company is
not permitted to use assets of the fund to conduct margin trading (i.e. lending
for the purchase of securities) for such fund or any other organization or
individual; and is not permitted to use assets of the fund to conduct the short
selling of securities or to lend securities.
4. If there is a relevant provision
in the fund’s charter, the fund is permitted to conduct sale and purchase of government
bonds in accordance with regulations of the Ministry of Finance on management
of government bond transactions.
Article 17. Asset
trading methods
1. The purchase and sale of
securities which are listed or registered for trading on the Stock Exchange for
the fund must be conducted via the centralized trading system on the Stock
Exchange.
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a) The estimated price range,
time of execution, trading partners, type of traded assets are approved in
writing by the board of representatives of the fund before the transaction is
made;
b) If the actual buy price is
higher or the actual sell price is lower than the reference price of quotation
service provider, or is in excess of the approved price range as stipulated in
Point a of this Clause, the fund management company must explain the reasons so
that the board of representatives of the fund may consider and decide.
Section IV: NET
ASSET VALUE (NAV) OF OPEN-ENDED FUND
Article 18.
General provisions on determination of the NAV
1. The fund management company is
responsible for determining the NAV of the fund and the NAV of a given fund
unit on the basis of the market price, or the fair value (if there is no market
price) of the assets in the investment portfolio of the fund.
2. The board of representatives of
the fund must pass a list of at least three (03) quotation service providers,
excluding party related to the fund management company or supervisory bank.
3. The fund management company must
prepare a valuation handbook containing the following contents:
a) The principles and criteria for
selecting and replacing quotation service providers, and these principles must
be clearly specified in the fund’s charter;
b) Principles and detailed procedures
for conducting valuation methods in consistent with the law, and as prescribed
in the fund’s charter and in accordance with international practice.
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5. The supervisory bank shall
confirm the NAV of the fund and the NAV of one fund unit. The confirmation must
be provided in writing or by computer read-out via the electronic information
system of the supervisory bank approved by the fund management company. If the valuation
was not conducted correctly, the supervisory bank must notify and request the
fund management company to amend such valuation within twenty-four (24) hours.
6. Within a maximum three (03) days
as of the valuation date, the NAV of the fund and the NAV of one fund unit must
be announced on the websites of the fund management company and distributors, and
on other means of mass media in accordance with the regulations on disclosure
of information on the securities market. The information about the NAV must be
provided as prescribed in Annex 24 of this Circular.
7. The fund management company is
permitted to authorize a related service provider to determine the NAV of the
fund and the NAV of one fund unit. And the fund management company must check
and supervise such valuation, ensuring it is in consistent with law and that the
NAV is determined accurately.
8. The fund management company
must, within three (03) days from any day on which the NAV of the fund reduces
by fifty percents (50%) compared to the initially mobilized capital, or reduces
to below thirty (30) billion dongs, report to the SSC and propose a plan for remedial
measures. If the NAV of the fund reduces to below ten (10) billion dongs within
a period of six (06) consecutive months, the fund management company must
liquidate assets in order to dissolve the fund in accordance with Article 33 of
this Circular.
Article 19. Fund's
net asset value (NAV)
1. The NAV of a fund shall be
determined as equal to the total market value of assets in the portfolio less
total debts payable by the fund, including the fund’s debts and settlement obligations
up to the trading day closest to the valuation date. If there were no market
prices on the most recent trading day, or if market prices have fluctuated as
stipulated in the fund’s charter or internal rules of the company, the fund
management company shall use the fair value determined in accordance with
principles, methods or theoretical models for determinate the values of assets
prescribed in the fund’s charter or in the valuation handbook of the fund or
after the board of representatives of the fund has provided the written
approval.
2. The NAV of one fund unit shall
equal the NAV of the fund divided by the total number of outstanding fund units
on the latest trading day before the valuation date. The NAV shall be rounded
up in accordance with provisions of law in the accounting and auditing sector. Any
balance arising from rounding up the NAV of the fund shall be accounted for as
assets of the fund.
3. The determination of the
market value of the fund’s assets must comply with the method prescribed in
Annex 13 of this Circular. In which:
a) With regard to listed bonds:
The market price is the end-of-day quoted price (or otherwise called according
to the regulations adopted by the Stock Exchange), plus accrued interest (to
the extent that the quoted price has yet to include the accrued interest, of an
ordinary transaction made on the latest trading date before the valuation date;
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c) With regard to non-interest
instruments including treasury bills, bonds, valuable papers and any
instruments of the like kind: The market price is the quoted price posted on
the trading system of the Stock Exchange; in the absence of the quote price,
the price level is determined according to the discounted cash flows model in
reliance on the bid-awarding interest rate or another designated by the board
for representatives of the fund and the period of holding such instruments;
d) With regard to assets which
are permitted for investment, are not listed or registered for trading on the
Stock Exchange: The market price is the mean price of successful transactions
performed on the nearest trading date before the valuation date which is
provided by quotation service providers. In the absence of a quotation, the
price level is determined according to the theoretical model approved by the
board for representatives of the fund.
Article 20. Indemnifying
investors and the fund for losses
1. The fund management company is
liable to indemnify the fund and investors for losses sustained from the fund
certificate trading when the NAV of the fund is determined incorrectly in a significant
level of variation, which is deemed to occur as follows:
a) There is a variation of 0.75% or
more in the NAV in the case of a bond fund;
b) There is a variation of 1.00% or
more in the NAV in other cases.
2. If the NAV of one fund unit is
determined incorrectly and the variation is deemed to be significant as
stipulated in Clause 1 of this Article, the fund management company shall plan
the remedial measures and pay compensation in the following orders:
a) Re-determine the NAV on fund
certificate trading days during the period when the variation is significant
until it falls below the levels prescribed in Clause 1 of this Article
(hereinafter referred to as the incorrect valuation period);
b) Determine compensations given to
the fund and investors who suffer damage for the incorrect valuation of the
fund’s assets. The fund management company or the fund does not have to pay
compensation to the investors that suffer a loss smaller than one hundred thousand
(100,000) dongs or another smaller value as prescribed in the fund's charter,
but the settlement of the fund management company must be included in the fund,
unless otherwise decided by the general meeting of investors or the board of
representatives of the fund;
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3. If the fund was undervalued, the
amount of compensation payable to the fund and investors shall be determined as
follows:
a) If the investor purchased fund
certificates before the incorrect valuation period and sold them within such
period, the amount of compensation shall be based on the level of variation and
the number of fund units sold by such investor;
b) For the fund, the amount of
compensation shall be based on the level of variation and the number of fund
units which have been issued in the incorrect valuation period by the fund and
are still in circulation.
4. If the fund was overvalued, the
level of compensation payable to the fund and investors shall be determined as
follows:
a) If the investor purchased fund
certificates within the incorrect valuation period and maintains his ownership
of such fund certificates after the incorrect valuation period, the level of
compensation shall be based on the level of variation and the number of fund
units which have been purchased and are under the ownership of such investor
after the incorrect valuation period;
b) For the fund, the amount of
compensation shall be based on the level of variation and the number of fund
units which have been issued before the incorrect valuation period but redeemed
within such period by the fund.
5. All expenses for compensation to
investors and to the fund must be accounted for as operational expenses of the
fund management company. If the fund’s charter contains a relevant provision
and if it is passed by the general meeting of investors, expenses for
compensation to investors as prescribed in Point a Clause 3 and Point a Clause
4 of this Article shall be accounted for as expenses of the fund.
6. The fund management company is
liable to pay compensation for loss to the fund in the following cases:
a) Failure to comply with the
investment policy, or investing assets which are restricted by the fund’s
charter; or
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c) Making investments that exceed
the investment limits, except for the cases in Clause 6 Article 15 of this
Circular.
9. Settlement of compensation for
loss to investors and the fund must be reported by the fund management company
in the annual operational report of the fund in accordance with Clause 2 Article
44 of this Circular, including an explanation of the causes or reasons for the
loss, the levels of loss, the numbers of investors whose rights were adversely
affected and who have been compensated, the amount of compensation paid to each
investor, the amount of compensation paid to the fund, the form which such
compensation took, the settlement method and other remedial actions (if any).
Article 21. Policy
on distribution of profit of the fund
1. The fund management company
shall distribute profit of the fund to investors in accordance with provisions
in the fund’s charter and the policy on profit distribution announced in the
prospectus. The profit distributed shall be extracted from the remaining profit
of the fund. The fund management company is only permitted to distribute profit
of the fund after it has completed or has adequate financial capacity to
complete tax obligations and other financial obligations as required by law; has
established sufficient funds in accordance with the fund’s charter; and even after
the proposed amount of profit is distributed, the fund will still be able to
ensure the settlement of debts and other financial obligations when they fall
due. The schedule and plan on profit distribution must be publicly announced in
the prospectus and on the website of the fund management company.
2. Profit may be distributed in cash
or by fund units. The profit distribution made in the form of fund units must
be agreed by the general meeting of investors or the board of representatives
of the fund (if the latest general meeting of investors authorized the board of
representatives of the fund to decide in accordance with the fund's charter) or
allowed by the fund’s charter and the prospectus. Fund units are divided based
on the NAV of a fund unit on the date on which the investor list is closed, or
another value prescribed in the fund’s charter.
3. The fund management company must
deduct all taxes, fees and charges in accordance with laws before distributing
profits to investors.
4. After distributing profits, the
fund management company shall send reports to each investor on the fund profit
distribution, including the following contents:
a) The form of profit distribution
(in cash or in fund units);
b) Total profit during the period
and accumulated profit, details of each profitable item;
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d) The NAV of a fund unit before
and after the profit distribution;
e) Impacts on the NAV of the fund
after the distribution.
5. If there is a relevant provision
in the fund’s charter and prospectus, the fund management company is permitted
to distribute assets of the fund to investors more than the actual realized
profit, but must ensure that after doing so the NAV of the fund will not be
less than 50 billion dongs. The plan, schedule and assets to be distributed,
source of the funds must be approved by the general meeting of investors.
6. Information on the profit and
asset distribution that were carried out must be updated in amended
prospectuses.
7. If the investor has transferred
his fund units during the period between completion of the list of investors
and the time of settlement, the transferor shall receive the profit.
Article 22. The
fund’s operating expenses
1. The fund’s operating expenses
shall include the following after-tax expenses:
a) Asset management fee, paid to
the fund management company;
b) Depository and supervision fees,
paid to the supervisory bank;
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d) Auditing expenses, paid to
auditing firms;
e) Expenses of legal consultancy
service, quotation service and other reasonable services, and remuneration paid
to the board of representatives of the fund;
f) Expenses of drafting, printing
and sending the prospectus, summary prospectus and financial statements,
transaction confirmations, account statements and other documents to investors;
expenses of disclosing information by the fund and expenses of holding general
meetings of investors and meetings of the board of representatives of the fund;
g) Expenses related to conducting
the fund’s asset transactions.
2. Within forty-five (45) days
from the end of the second and fourth quarters in each year, the fund
management company must disclose information about the fund’s operating expense
ratio and portfolio turnover rate on the websites of the fund management
company and distributors after these figures have been certified as accurate by
the supervisory bank.
a) Operating expense ratio of the
fund is determined by the following formula:
Operating
expense ratio (%)=
Total
operating cost x 100%
Annual
average NAV
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Operating expense ratio (%)=
Total
operating cost × 365 x 100%
Average NAV of the fund in the
reporting period × number of operating days of the fund (from the licensing
date)
b) The fund’s portfolio turnover
rate is determined as follows:
Portfolio turnover rate (%) =
(Total purchase during the period
+ total sales during the period) x100%
2
x Annual average NAV
In case the fund has been operated
under one year, the fund’s portfolio turnover rate shall be determined as
follows:
Portfolio turnover rate (%) =
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2
x Average NAV during the reporting period × number of operating days of the
fund (from the licensed date)
3. Brokerage and transfer fees on
asset transactions of the fund must be paid to the securities company,
excluding other types of fee such as fee for another service or fee paid to
third parties (soft commission).
4. The fund management company and distributors
are liable to make settlement of expenses of printing publications and issuing
advertisements and information about fund products.
Chapter III
THE GENERAL MEETING OF
INVESTORS, AND THE BOARD OF REPRESENTATIVES OF THE FUND
Section 1: THE
GENERAL MEETING OF INVESTORS
Article 23.
Rights and obligations of investors participating in the open-ended fund
Investors have the rights and
obligations as prescribed in the Law on securities and relevant guidelines.
Investors are liable to make full settlement for fund certificates purchased
within the time-limit prescribed in the fund’s charter and prospectus, and are only
liable for debts and other asset obligations of the fund up to the amount paid
when purchasing the fund’s certificates.
Article 24:
General meeting of investors
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a) The amendment and
supplementation of the fund's charter and supervision contracts; profit
distribution plans;
b) The fundamental changes in
the fund’s investment policies and objectives; the increases in the level of
fees paid to the fund management company and the supervisory bank; the changes
of the fund management company and the supervisory bank;
c) The consolidation and merger of
the funds;
d) The fund certificate trading
suspension; the fund division;
e) The fund dissolution;
f) Appointment, dismissal or
removal of the chairman and members of the board of representatives of the
fund; decisions on the amount of remuneration and operating costs of the board of
representatives of the fund; selection of an approved auditing firm to audit
the annual financial statements of the fund; passing reports on financial and
asset status and annual operation of the fund;
g) Other matters within its
authority as prescribed in Article 85 of the Law on securities, the law on
enterprises and the fund’s charter.
2. The fund management company
shall prepare the agenda and contents of the general meeting of investors in
accordance with the law on enterprises. At least fifteen (15) days prior to
holding the general meeting of investors, the fund management company must send
the agenda, contents of the general meeting and relevant documents to the SSC.
3. The annual general meeting of
investors shall be held within thirty (30) days from the date on which the
annual financial statements are audited by an approved auditing firm. The annual
general meeting of investors is not permitted to be held in the form of
obtaining written opinions, unless the fund’s charter contains some other
provisions.
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a) The fund management company, or
the supervisory bank, or the board of representatives of the fund considers it
necessary in the interests of the fund;
b) At the request of investors or a
group of investors representing at least ten percents (10%) of total
outstanding fund units for six (06) consecutive months prior to the time of
convening the general meeting of investors, or a smaller ratio if so prescribed
in the fund’s charter;
c) Other cases prescribed in the
fund's charter.
5. The extraordinary general meeting
of investors as prescribed in Clause 4 of this Article must be held within
thirty (30) days from the date on which the fund management company receives a
request to convene such meeting, in which reasons and objectives of convening such
extraordinary general meeting of investors must be specified.
6. Except in a case where it is
compulsory to hold a meeting in order to obtain the opinion of the general
meeting of investors on the matters prescribed in Point b, c Clause 1 of this
Article, in other cases, if there is a relevant provision in the fund’s charter
and if it has been announced in the prospectus, the fund management company is
permitted to obtain written opinion from investors instead of holding a
meeting. Principles, contents and procedures for obtaining written opinions
from investors must be specified in the fund’s charter. In such a case, the
fund management company must comply with the time-limits on sending voting
slips and meeting documents to investors which is the same as in a case of
inviting investors to attend a general meeting of investors as prescribed in
the law on enterprises and the law on securities.
Article 25. Requirements
and procedures for holding a general meeting of investors
1. The general meeting of investors
shall be held when the number of investors that attend the meeting represents
at least fifty-one percents (51%) of the total outstanding fund units.
Investors may attend the meeting directly or appoint their authorized
representatives to attend the meeting or in other forms prescribed in the fund's
charter.
2. If the first meeting does not
take place because the conditions prescribed in Clause 1 of this Article were
not satisfied, the second meeting shall be convened within thirty (30) days from
the date on which the first meeting was intended to be opened. In this case,
the general meeting of investors shall be conducted irrespective of the number
of attending investors.3. The procedures and form of holding the general
meeting of investors must comply with the fund's charter, the law on enterprise
and the law on securities.
Article 26. Approving
decisions of general meeting of investors
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2. For the contents in Point b
and c Clause 1 Article 24 of this Circular, the decision made in the general
meeting of investors shall be ratified if the number of participating investors
that represent at least sixty five percents (65%) of the total amount of such
investors’ fund units votes for it; the specific ratio is specified in the
fund’s charter.
3. (abrogated)
4. When seeking written opinions
in the general meeting of investors, decisions are approved when they are
approved by the number of investors that represent at least fifty-one percents
(51%) of the total amount of such investors’ fund units; the specific ratio is
specified in the fund’s charter.
5. The fund management company and
the board of representatives of the fund shall consider and ensure that all
decisions made in the general meeting of investors are conformable with laws
and the fund's charter. In case the decision is not conformable with laws and
the fund's charter, another general meeting of investors shall be held to
obtain opinions of investors or obtain writing opinions from investors.
6. Within seven (07) days as of the
end of the general meeting of investors, or the deadline for obtaining
investors’ written opinions as mentioned in Clause 4 of this Article, the fund
management company shall make the minute of meeting and the resolution of the general
meeting of investors, and send them to the supervisory bank and the investors,
or post them on the company’s website as prescribed by laws.
Article 27. Objection
to decisions made in the general meeting of investors
1. The investor who objects to the
decision approved by the general meeting of investors on certain issues
prescribed in Point b and Point c Clause 1 of Article 24 has the right to
require the fund management company to redeem or switch fund certificates owned
by such investor to another open-ended fund of such fund management company. The
investor’s request must be made in writing, specifying the name and address of
the investor, the number of fund units, and the reason for such request for redemption
or switching to another fund managed by such fund management company. The
investor’s request must be sent to the head office of the fund management
company or the nominee agent within fifteen (15) days from the date on which
the decision on the above-mentioned issues is approved by the general meeting
of investors.
2. The fund management company
must, within forty-five (45) days from the announcement of results of the general
meeting of investors, complete the redemption or switching of fund certificates
of the investor objecting to the decision of the general meeting of investors
as prescribed in clause 1 of this Article. In this case, the redemption price
shall be determined on the basis of the NAV determined on the date of the general
meeting of investors and the investor shall not pay redemption or switching
fees.
Section II: THE
BOARD OF REPRESENTATIVES OF THE FUND
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1. The board of representatives of
the fund represents the investors and is selected in the general meeting of
investors, or voted in writing by investors. The tenure, criteria, number of
members, appointment, dismissal, removal and addition of the board members,
appointment of the chairman of the board of representatives of the fund, the
conditions and procedures for holding meetings and passing resolutions of the board
of representatives of the fund are prescribed in the fund's charter and other
provisions of law.
2. The board of representatives of
the fund consists from three (03) to eleven (11) members, at least two-thirds
(2/3) among which are independent members.
3. The board of representatives of
the fund must include:
a) At least one independent member
with qualifications and experience in accounting and auditing;
b) At least one independent member
with qualifications and experience in securities investment analysis or asset
management;
c) At least one member with
qualifications and experience in laws on securities.
4. In case the board’s structure or
any member of the board of representatives of the fund no longer satisfies the
conditions specified in Clauses 2 and 3 of this Article, or a member is forced
to resign, the board of representatives of the fund and the fund management
company shall select a member that satisfy the conditions in Clause 3 of this
Article for temporary substitution within fifteen (15) days from the discovery
of such event. The new member shall provisionally exercise the rights and
obligations of the official member of the board of representatives of the fund until
the general meeting of investors officially appoints the new official member.
5. The rights and obligations of
the board of representatives of the fund shall be specified in the fund's
charter, including compulsory duties as follows:
a) Representing investors’
interests; take actions in accordance with the law to protect the fund’s and
investors’ interests;
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c) Deciding the amount of
distributed profit, the schedule and procedures of profit distribution, or the settlement
of losses during the operation; making decisions on the issues in disagreement
between the fund management company and supervisory bank;
d) The board of representatives of
the fund is entitled to make decisions on the issues prescribed in Point b, c,
d, e, f and g Clause 1 Article 24 of this Circular upon the provision in the
fund’s charter and the authorization of the latest general meeting of investors;
e) Requesting the fund management
company and the supervisory bank to adequately provide documents and
information about the asset management and supervision;
f) Perform other duties as
prescribed in the fund's charter.
6. Within fifteen (15) days from
the date on which the board of representatives of the fund makes decisions on
the issues prescribed in Point b, c, d, e Clause 1 Article 24 of this Circular
in accordance with Point d Clause 5 of this Article, the board of
representatives of the fund must, through the fund management company, send the
meeting minutes and the resolution of the board of representatives of the fund
to the SSC and the supervisory bank, and provide information about its decisions
to investors in the form specified in the fund's charter.
In this case:
a) The SSC is entitled to request
the board of representatives of the fund to change their decision if such
decision is contrary to law or the change is considered necessary to ensure the
investors' interests. Within seven (07) days from the reception of the meeting
minutes, the decisions of the board of representatives of the fund and relevant
documents, if the SSC does not give any written opinion, the fund management
company and relevant organizations may implement decisions made by the board of
representatives of the fund in accordance with law;
b) Investors who object decisions
on the issues prescribed in Points b and c Clause 1 Article 24 of this Circular
made by the board of representatives of the fund are entitled to request the
fund management company to redeem or switch their fund certificates in the
cases and in accordance with procedures regulated in Article 27 of this
Circular.
7. Decisions of the board of
representatives of the fund are approved by voting at the meetings, via
conference by phone, internet or other audio/video devices, or via written
opinions and other methods as prescribed in the fund's charter. Each member of
the board of representatives of the fund has one vote. The meeting of the board
of representatives of the fund shall be held if at least two-thirds (2/3) of
the board’s members attend the meeting, and the number of independent members
among which must make up at least fifty-one percents (51%). The members who do
not directly attend the meeting may vote by sending written opinions. The
decision of the board of representatives of the fund shall be passed if it is
supported by at least fifty-one percents (51%) of participants and at least fifty-one
percents (51%) of independent members.
8. During the performance of its functions
and duties, the board of representatives of the fund must comply with the law,
the fund’s charter and the decision of the general meeting of investors. In
case the decision passed by the board of representatives of the fund is
contrary to the law or the fund’s charter and cause damage to the fund, the
members who passed such decision jointly bear personal liability for such
decision, and the member who objected to the passing of such decision is exempt
from liability.
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a) Members of the board of
representatives of the fund are entitled to enjoy the remuneration in
accordance with their work and other benefits as prescribed in the fund’s
charter or a decision of the general meeting of investors. The general meeting
of investors shall decide annual amount of remuneration and operating budget of
the board of representatives of the fund based on the number of proposed
working days, the workload and the nature of work and daily average
remuneration of each member. The fund management company is responsible for
withhold tax on non-regular income of members of the board of representatives
of the fund in accordance with current law;
b) The members of the board of representatives of the fund shall have their reasonable
expenditures on meals, accommodation, travel, and other expenditures covered as
prescribed in the fund's charter. The total amount of such remuneration and
expenses must not exceed the total annual operating budget allocated to the
board of representatives of the fund that is passed by the general meeting of
investors as prescribed in the fund's charter;
c) The remuneration and operating
costs of the board of representatives of the fund shall be included in the
management cost of the fund and they shall be separately listed in the fund’s
annual financial statements.
10. Clause 9 of this Article is not
applicable if the members of the board of representatives of the fund are
concurrently employees of the fund management company.
Chapter IV
RESTRUCTURING OF THE
FUND
Section I:
CONSOLIDATION AND MERGER OF THE FUND
Article 29.
General provisions on the consolidation and merger of the fund
1. The fund management company
shall establish a continuous information channel, updating information on the
consolidation or merger of the fund in an accurate, complete and prompt form
for investors.
2. The fund management company
shall hold the general meeting of investors to consult the investors about the
fund consolidation and merger according to the form in Annex 16 enclosed with
this Circular. At least thirty (30) days before the general meeting of
investors, the fund management company shall provide their investors with the
documents about the fund consolidation and merger, including:
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b) The draft of consolidation or
merger contract in accordance with Annex 17 of this Circular;
c) The audited annual financial
statement, audited quarterly financial statements of all consolidated or merged
funds until the latest quarter;
d) The drafts of the charter,
prospectus, summary prospectus of the consolidated fund; or drafts of charter,
prospectus, summary prospectus of the merged fund;
3. The fund management company may
suspend fund certificate transactions within thirty (30) days in order to
complete the consolidation or merger, except for the redemption or switching of
the fund certificates as requested by the investors who object to the
consolidation or merger.
4. Consolidation or merger day
means the effective date of the amended certificate of fund establishment registration.
The consolidating or merged funds shall terminate their existence as from the
consolidation or merger day. And as from such date, the consolidated or merging
fund shall inherit the entire assets, liabilities, lawful rights and interests
and other obligations of the consolidating or merged funds in accordance with
the following principles:
a) Ownership of all assets of the
consolidating or merged funds must be registered for transferring into the
consolidated or merging fund and must be deposited at the supervisory bank of
such consolidated or merging fund;
b) All debt obligations of the
consolidating or merged funds shall be transferred to the consolidated or merging
fund that shall inherit and continue the execution of settlement obligations.
This provision does not apply if the consolidating or merged funds have already
completed all debt obligations prior to the consolidation or merger in
accordance with the consolidation or merger plan;
c) Investors of the consolidating
or merged funds who are named in the primary ledger as on the consolidation or merger
day shall become investors of the consolidated or merging fund and shall
receive assets in the form of units of the consolidated or merging fund at the
conversion ratio determined on consolidation or merger day;
d) Depending on the terms and
conditions of the consolidation or merger contract in accordance with the
consolidation or merger plan, in addition to the number of fund units received
as prescribed in point d of this Clause, investors of the consolidating or merged
funds may also receive an additional settlement in cash. The value of which for
one fund unit shall not exceed 10 percents (10%) of the NAV of one fund unit calculated
at the consolidation or merger day;
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Article 30.
Order and procedures for conducting the fund consolidation or merger
1. Within sixty (60) days from the
date on which the final general meeting of investors of the fund involved in
the consolidation or merger approves the consolidation or merger, the relevant fund
management companies shall submit the application to the SSC for the
certificate of the fund establishment registration (in case of fund
consolidation), or adjust the certificate of the fund establishment
registration (in case of the fund merger). The application shall include:
a) The application for the issue or
adjustment of the certificate of the fund establishment registration according
to the Form in Annex 14 enclosed with this Circular; attached with the original
certificate of the fund establishment registration of consolidating funds or
merged funds;
b) The plan for the consolidation
or merger enclosed with the report on the consolidation or merger and the
consolidation or merger contracts approved by general meeting of investors. The
consolidation or merger contracts shall be signed by the chairman of the board
of representatives of the funds together with the legal representatives of the
relevant fund management companies;
c) The assessment reports made by
the supervisory banks of contents stated in the consolidation or merger plan
and the consolidation or merger contract related to the plan for determining
debts, assets and the NAV on the date of consolidation or merger; the plan for
conversion and determination of the conversion ratio; the plans and principles
for asset transfer among funds;
d) Minutes and resolutions of the general
meeting of investors about the fund consolidation or merger;
e) Documents applicable to the
consolidated or merged fund (if there are changes) as prescribed in Points b,
c, d, e, and f Clause 1 Article 4 of this Circular and other relevant documents.
2. The application for issuance or
adjustment of certificate of fund establishment registration shall be made into
one (01) original attached with electronic files. The original set of the
application shall be sent by post or directly to the SSC’s administrative
department.
3. The SSC shall, within ten (30)
days as from the receipt of a complete and valid application, adjust the
certificate of the fund establishment registration. The fund management
company shall, within seven (07) days from the consolidation or merger day,
disclose information on the consolidation or merger in accordance with law. Contents
of such disclosure shall include:
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b) The principles for determining
the NAV of one unit of the consolidating or merged funds as at the
consolidation or merger day; the conversion ratio of fund units; and the ratio
of settlement made to investors of the consolidating or merged funds (if any).
4. Immediately after the
consolidation or merger day, the fund management company, supervisory bank and
other related organizations must coordinate to register the ownership of assets
received from the consolidating or merged funds in accordance with law, and
update information about investors' ownership in the primary and the secondary
ledgers.
5. The fund management company shall,
within fifteen (15) days as of the consolidation or merger day, receive and
implement sell orders, buy orders and switching orders of the consolidated or
merged fund.
6. The supervisory bank must,
within fifteen (15) days as from the consolidation or merger day, verify the
accuracy and submit reports to the SSC on the results of the consolidation or
merger according to the form at Annex 15 enclosed with this Circular with the
following contents:
a) Details of the investment
portfolio, total asset value, total value of debts and the NAV at the
consolidation or merger day; actual conversion ratio of fund units at the
consolidation or merger day; and ratio of settlement in cash on one fund units (if
any);
b) The quantity and value of fund
units redeemed from investors who objected to the fund consolidation or merger;
and value of loans repaid at the request of creditors according to the form at
Annex 18 enclosed with this Circular.
7. Within six (06) months as of the
consolidation or merger day, fund management companies shall retain documents
relating to the fund consolidation or merger at the head offices of the fund
management companies and locations for distribution of fund certificates, and
on the websites of fund management companies. Such documents shall also be
supplied to investors at their request. Documents relating to the fund
consolidation or merger include:
a) Consolidation or merger plan and
contract;
b) Contents relating to the profit distribution
and issuance of certificates of the consolidated or merged fund to investors of
consolidating or merged funds;
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Section II:
FUND DIVISION
Article 31.
General provisions on the fund division
1. In case the fund’s investment
portfolio is illiquid as prescribed in Points b and c Clause 4 Article 13 of
this Circular, the fund management company may divide the fund according to the
plan approved in the general meeting of investors.
2. At least thirty (30) days before
the general meeting of investors, the fund management company must provide
investors with documents related to the fund division, including:
a) The plan for the fund division
according to the provisions prescribed in Annex 16 enclosed with this Circular;
b) The drafts of charters of the
funds established after division.
3. The fund management company
shall act on behalf of the fund to repay all debts and perform all financial
obligations of the fund before its division.
4. The funds expected to be
established after the fund division shall have the NAV of at least fifty (50)
billion dongs on the latest valuation date before date on which the general
meeting of investors approves the decision on the fund division.
Article 32.
Order and procedures for conducting the fund division
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a) The application for the issuance
of the certificate of the fund establishment registration according to the Form
in Annex 14 enclosed with this Circular; attached with the original certificate
of the fund establishment registration of the divided fund;
b) The plan for the fund division
passed by the general meeting of investors;
c) The report of supervisory bank
on the plan for the division of the investment portfolio; the plan for
transferring ownership and assets;
d) The supervision contracts signed
by and between the fund management company and supervisory banks;
e) Minutes and resolutions of the general
meeting of investors about the fund division;
f) The charters, the prospectuses
and summary prospectuses of new funds established after the fund division (if
they are changed and new funds are established).
2. The application for the fund division
shall be made into one (01) original attached with electronic files. The
original set of the application shall be sent by post or directly to the SSC’s
administrative department.
3. Within fifteen (15) days as from
the receipt of a complete and valid application, the SSC shall issue the certificate
of the fund establishment registration to funds established after the fund
division. The date of division is the effective date of the certificate of the
fund establishment registration.
4. Within seven (07) days from the
date of the fund division, the fund management company, related service
providers and nominee agents shall bear responsibility for:
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b) Announcing the date of the fund
division, confirming the completed contents under the plan for the fund
division, the NAV of a fund unit of the funds established after the fund
division, confirming the asset ownership of each investor.
c) Announcing the information
about the fund division as required by the law.
5. Within fifteen (15) days from
the date of the fund division, the supervisory bank and related service
providers shall divide the investment portfolio of the divided fund, and carry
out the procedures for registering the ownership of assets for the funds established
after the fund division as prescribed by law.
6. Within six (06) months as from
the date of the fund division, the fund management company shall retain
documents relating to the fund division at the head office of the fund
management company and locations for distribution of fund certificates, and on
the websites of fund management company. Such documents shall also be supplied
to investors at their request. Documents relating to the fund division
include:
a) The fund division plan and
progress;
b) The portfolio structure of the
divided fund on the date of the fund division and of the funds established
after the fund division;
c) Contents related to the profit
distribution, the issuance of the fund certificates of the funds established
after the fund division.
Section III: FUND
DISSOLUTION
Article 33.
General provisions on the fund dissolution
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a) The fund management company is
dissolved, declared bankrupt or its license for the establishment and operation
is revoked and the board of representatives of the fund fails to establish a
replacement fund management company within two (02) months from the date on
which one of such events happens;
b) Supervisory bank is dissolved or
declared bankrupt; or unilaterally terminates its supervision contract or the
same is terminated by the fund management company; or the certificate of
registration of the securities depository operation of the supervisory bank is
revoked and the fund management company fails to establish a replacement
supervisory bank within two (02) months from the date on which one of such
events happens;
c) The operating period of the fund
as prescribed in the fund's charter and in the certificate of the fund
establishment registration expires without extension (if the fund’s operating
period is determined);
d) The fund is dissolved according
to the decision made in the general meeting of investors;
e) The NAV of the fund falls below
ten (10) billion dongs in six (06) consecutive months;
f) Other cases as prescribed in the
fund's charter.
2. Within thirty (30) days from the
date of the compulsory dissolution of the fund as prescribed in Clause 1 of
this Article, the board of representatives of the fund shall convene the general
meeting of investors for approving the fund dissolution plan.
3. The general meeting of investors
is entitled to appoint an independent auditing firm to inspect, assess, and
supervise the liquidation process, and verify the distribution of the fund’s
assets to investors, ensure the fair and transparent liquidation and
dissolution of the fund.
4. The fund management company
shall liquidate and distribute the fund’s assets to investors as prescribed in
the liquidation and dissolution plan which has been approved in the general
meeting of investors, and in accordance with the fund's charter and the law. In
case it is impossible to liquidate all assets in the period specified in the
dissolution and liquidation plan, the fund management company shall distribute
and transfer remaining assets to investors in accordance with Point c Clause 10
of this Article.
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6. From the date of the compulsory
dissolution, the fund management company shall not:
a) Make investments, and purchase
securities and other assets for the fund;
b) Convert unsecured debts into
debts secured by the fund’s assets;
c) Give or donate fund’s assets to
other organizations and individuals;
d) Finalize contracts in which the
value of the fund’s obligations is greater than that of the other party; or pay
debts to the creditors who are also the fund’s debtors without offsetting
performance;
e) Perform other transactions for
the purpose of illegally liquidating the fund’s assets.
7. The assets of the fund being dissolved include:
a) The assets and rights relating to the assets of the fund at the time of
compulsory dissolution;
b) The profits, assets and rights relating to the assets that the fund will
have by making transactions before the fund is compulsorily dissolved;
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9. After being confirmed by the
supervisory bank, the result of the liquidation of assets of the dissolved fund
shall be verified and approved by the board of representatives of the fund or
an auditing firm appointed by the general meeting of investors as prescribed in
Clause 3 of this Article, before making paying the debts to creditors and
investors as required.
10. The proceeds from the
liquidation of the fund’s assets and remaining assets shall be paid in the
following order:
a) Financial obligations to the
State;
b) The payables to the fund
management company and the supervisory bank, other payables and fund dissolution
costs. In case the fund is compulsorily dissolved as prescribed in points a, b
under Clause 1 of this Article, the fund is exempted from making settlement to
the fund management company and the supervisory bank of contractual fees from
the date on which relevant event happens;
c) The rest shall be used to pay investors
corresponding to the ratio of their capital contribution to the fund.
Article 34.
Order and procedures of the fund dissolution
1. Within seven (07) days from the
date of the compulsory dissolution as prescribed in Clause 1 Article 33 of this
Circular, or from the date on which the dissolution decision is passed in the general
meeting of investors, the fund management company or the supervisory bank (in
the absence of the fund management company) shall send reports to the SSC on
the fund dissolution.
2. The reports on the fund
dissolution shall include:
a) The notice of the fund dissolution,
specifying the reasons for the fund dissolution, its impact, and the proposed
dissolution day;
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c) Written commitment of the fund
management company and the supervisory bank on the completion of the procedures
for the asset liquidation to dissolve the fund.
3. The reports on the fund dissolution
shall be made into one (01) original attached with electronic files. The
original set of reports shall be sent by post or directly to the SSC’s
administrative department.
4. Within fifteen (15) days as from
the receipt of a complete and valid set of reports, the SSC shall issue an
official dispatch certifying the reports submitted by the fund management
company on the fund dissolution. Within thirty (30) days from the receipt of
the SSC’s official dispatch, the fund management company shall disclose the
information about the liquidation of assets and the fund dissolution in
accordance with the Ministry of Finance’s regulations on disclosure of
information on the securities market. The announced contents must include the
information about the duration of the liquidation of assets.
5. Within five (05) days from the
date on which the fund dissolution is finished, the fund management company and
the supervisory bank must send reports to the SSC on the results of the fund
dissolution. Such report includes:
a) Report on the fund’s asset
liquidation, on settlement of debts and fulfillment of other financial
obligations to creditors and other individuals having related rights and
obligations, including financial obligations to the State. The report must be
enclosed with the list of creditors and amount of debts paid, including tax liabilities;
b) Report made by the fund
management company, certified by the supervisory bank and the board of
representatives of the fund, on the asset liquidation, the liquidation methods
and total receipts after the liquidation; the total debt payable and the remaining
assets distributed to shareholders;
c) The original of the certificate
of the fund establishment registration;
d) The audited financial statement
for the period from the end of the latest audited financial year to the date of
expiration of the fund’s operating period or the date on which the fund
dissolution is approved;
e) The report on the verification
of the asset liquidation results made by the auditing firm (if any) that is appointed
by the general meeting of investors as prescribed in Clause 3 Article 33 of
this Circular.
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7. In case the results of assets
liquidation and fund dissolution are incorrect or forged, the fund management
company, the supervisory bank and relevant individuals shall be jointly
responsible for settling unpaid debts and bear liability before the law for the
consequences arising within three (03) years from the date on which the reports
on the dissolution results are submitted to the SSC.
Chapter V
ACTIVITIES OF RELATED
ORGANIZATIONS IN THE OPEN-ENDED FUND MANAGEMENT
Section I: SUPERVISORY
BANK
Article 35.
General provisions on the supervisory bank
2. Members of the board of
directors, members of the executive board, and supervisors must not be buyers
or sellers of the fund’s assets. The supervisory bank may be a buyer or seller
in the foreign exchange transactions or securities transactions which are made
via the trading system of the stock exchange.3. For supervising the operation
of an open-ended fund, the supervisory bank must have at least 02 supervisors
who hold the following certificates:
a) Fundamental certificates in
securities and the securities market; or international qualifications in securities
such as CFA (Chartered Financial Analyst) level I or higher, CIIA (Certified
International Investment Analyst) level I or higher; or practice certificates
in securities issued in the member States of the Organization for Economic
Cooperation and Development (OECD);
b) Certificates in the Laws on
securities and securities market;
c) Certificates in accounting or
auditing, or Chief Accountant Certificates or Certificates in accounting
analysis, or ACCA (Association of Chartered Certified Accountants), CPA
(Certified Public Accountants) international qualifications in accounting.
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Article 36. Activities
of depository of the fund’s assets by the supervisory bank
1. The supervisory bank may appoint
domestic and foreign financial institutions with the function of asset
depository to act as secondary depository institutions, conducting the depository
of the fund’s assets in Vietnam and foreign countries. The authorization for
depository of assets must comply with the following regulations:
a) The secondary depository
institution must be a depository member in accordance with Vietnamese law or foreign
law;
b) The authorization for depository
of assets must be carried out on the basis of the contract signed by and between
the supervisory bank and the secondary depository institution. The contract must
specify rights, obligations and responsibilities between the supervisory bank
and the secondary depository institution. The secondary depository institution
shall only follow legitimate orders or instructions from the supervisory bank;
c) The supervisory bank shall
inspect and supervise the operation of the secondary depository institution and
incur the cost of the authorization for performing the supervision and
depository of the fund’s assets;
d) The secondary depository
institution in foreign country may re-deposit assets at securities depository organization
of which the former is a member in accordance with the law of the home country.
The fund’s ownership of the assets must be registered by the secondary
depository institution in accordance with relevant laws;
e) The supervisory bank must adequately
obtain information about all assets under the fund’s ownership, including types
and quantity of such assets, the place where such assets are deposited and
depository organization. The supervisory bank must ensure that the fund's
assets are registered, deposited and recorded in the form that they are always
recognized as under the fund’s ownership.
2. The depository of the fund’s
assets shall ensure that:
a) The fund management company
acts on behalf of the fund to register the fund’s assets under the terms and
conditions of the economic contract between the fund (through the fund
management company) and partners in accordance with relevant laws; assure that
all of the fund’s assets arising within the territory of Vietnam are registered
as the fund’s property and duly deposited at the supervisory bank according to
the following rules:
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To the extent that registration
for ownership of assets is not allowed, or the ownership of such assets has not
been completed by the deadline stipulated in issuance agreements, the
assignment contract, investment contract or economic contracts of the
equivalent value, the supervisory bank shall be responsible for expressly
certifying the asset depository and registration status in periodic reports of
the fund management company and supervisory bank, and concurrently send a
written notification to the board of representatives of the fund.
- In respect of assets of which
registration of ownership is not required, the supervisory bank shall be
responsible for checking with investment receivers, issuers and shareholder
register management organizations, or others of the same sort, volume and value
of the fund’s assets on a monthly basis, and ensuring the compliance of asset
depository with Point e Clause 1 of this Article.
- In respect of bank deposits,
the supervisory bank shall have rights and responsibilities for requesting the
fund management company to provide adequate information about the fund’s
deposit agreements and deposit accounts. The supervisory bank shall be
responsible for checking deposit account balances, value of deposit agreements
with banks receiving the fund’s deposits on a monthly basis.
b) The settlement for listed or
registered securities transactions must comply with the principle of handover
of the securities at the same time as the settlement of money, as well as the
rules of offsetting and settlement as prescribed by laws. The settlement for
other asset transactions shall be made in accordance with the legitimate orders
and instructions of the fund management company and other relevant laws. The settlement
for securities transactions and asset transactions must be consistent with the
quantity of assets and securities and match the amount specified in the settlement
receipts;
c) Completely exercise the rights
and fulfill the duties related to fund's ownership of assets, complete the
procedures for settling taxes of the fund;
d) Comply with rules of depository
of assets in accordance with the regulations on the establishment and
management of securities investment fund.
3. Tangible or intangible assets of
the fund, whether or not registered under the name of the fund, deposited at
the supervisory bank and secondary depository institutions (if any), are under
the ownership of that fund, not the supervisory bank or the fund management
company. The supervisory bank may not use such assets to make settlement or
guarantee the settlement of debts of the bank itself or of a third party.
Article 37. The
operation of the supervisory bank
1. The supervision is limited to
the fund management company's activities relating to the fund over which the
bank exercises its supervisory function. During the supervision, the
supervisory bank shall:
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b) Supervise investment activities
and asset transactions of the fund, including assets that are not securities centrally
registered at the Vietnam Securities Depository; supervise the asset
transactions made between the fund and the fund management company, and
relevant individuals. When violations of law are discovered, the supervisory
bank shall immediately report them to the SSC and notify the fund management
company within twenty-four (24) hours from the discovery of the violations, and
concurrently request the correction or take action to remedy the consequences
caused by such violations within a limited period of time;
c) Supervise the process and verify
results of the merger, consolidation, dissolution of the fund and liquidation
of the fund's assets;
d) Supervise and ensure the legitimacy,
and only use the fund’s assets to make settlement for costs in accordance with
the law and provisions of the fund’s charter;
e) Supervise other activities of
the fund management company during its management of the fund’s assets in
accordance with Article 98 of the Law on securities and the fund’s charter.
2. The supervisory bank must
prepare and archive documents in both hard copies and electronic files for a
period of ten (10) years for certifying that the compliance of the supervisory
bank during its supervision over the fund management company with law as prescribed
in Annex 19 enclosed with this Circular. These documents must be provided at
the written request of the SSC.
3. The supervisory bank must
adequately, promptly, and accurately provide necessary information to the fund
management company and approved auditing firm so that they can sufficiently
exercise their rights and fulfill their obligations to the fund in accordance
with law and the fund's charter.
4. The supervisory bank shall
reserve the right to inspect the fund management company, examine and appraise
the capacity of the computer system and computer software, request the fund
management company to promptly provide their procedures for asset management,
internal control, risk management, valuation handbook, procedures of receiving
and executing orders from investors and necessary information related to the management
of the fund’s assets in order that the supervisory bank may fulfill their
rights and obligations to the fund as prescribed by the law.
5. The supervisory bank may use
the services provided by the auditing firm and other organizations to implement
provisions in Clause 4 of this Article. The supervisory bank, organizations and
individuals in charge of supervising the operation of the fund management
company as requested by the supervisory bank shall be responsible for keeping
secret of all information of the fund management company, the fund and
investors in accordance with the law. The report on the inspection certified
by relevant parties and documents enclosed therewith must be provided to the
board of representatives of the fund and the SSC at their written requests.
6. The supervisory bank is entitled
to provide fund management services to the fund management company. The
personnel and the electronic database system of the department in charge of providing
fund management service at the supervisory bank must be separated from those of
the supervisory department and those of other business departments of the
supervisory bank. In case the supervisory bank provides fund management services
as prescribed in Point a Clause 27 Article 2 of this Circular, the department
in charge of providing such fund management services must contract individuals
who possess chief accountant certificates or auditing or accounting certificates,
or ACCA (Association of Chartered Certified Accountants), CPA (Certified Public
Accountants) certificates.
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8. If the fund management company
must pay compensation for losses to investors, the supervisory bank must
coordinate with the fund management company to promptly and completely carry
out settlement procedures in accordance with lawful instructions from the fund
management company. The supervisory bank shall jointly bear liability and make
compensation to investors and the fund for losses arising from its failure to
fully and promptly supervise the fund’s investment activities and the determination
of the fund’s NAV and other supervisory activities as regulated by the law. The
rate of compensation depends on the civil agreements between the fund
management company and the supervisory bank.
9. The supervisory rights and
obligations to the fund shall be terminated in accordance with the regulations
on the establishment and management of securities investment funds.
10. The mechanism for
cooperation between the supervisory bank and the fund management company in
assessing activities of transfer agents shall be consistent with agreements
entered into by both parties whereby liabilities of the fund management company
comply with laws and regulations.
Article 38.
Report policy of the supervisory bank
1. The supervisory bank must
periodically send the report on its supervisory performance on a monthly,
quarterly, semi-annual and annual basis under the instructions of the SSC. The
report must assess the compliance of the fund management company in terms of
its investments, transactions and determination of the NAV in accordance with
the fund's charter, the laws on securities and the securities market.
2. Reports must be attached with
electronic files and sent to the SSC within the following time-limits:
a) Within five (05) days from the
end of the month;
b) Within twenty (20) days from the
end of the quarter;
c) Within thirty (30) days from the
date on which the annual financial statements are audited.
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a) The fund management company or
distributors violate the fund's charter and the laws on securities and the
securities market.
b) If loss as a result of the asset
management by the fund management company is very high and the expenses of
remedying consequences would also be very high.
4. Except for the cases specified
in Clause 1 and Clause 3 of this Article, if necessary, the SSC is entitled to
request the supervisory bank to provide extraordinary reports on other relevant
activities within its operating scope related to the fund.
5. The supervisory bank must submit
report to the SSC within forty-eight (48) hours from the receipt of the request
for reports prescribed in Clause 4 of this Article.
6. The policies on the supervisory
bank's report to the fund management company in accordance with this Article
shall be limited to only the open-ended fund's scope of operations and relevant
information that the bank obtains during its performance of supervisory
functions as defined in Clause 1 Article 37 of this Circular.
Section III: FUND
CERTIFICATE DISTRIBUTORS
Article 39.
Registration for the distribution of open-ended fund certificates
1. Requirements on the registration
for acting as a distributor of open-ended fund certificates:
a) The applicant for the
distribution of open-ended fund certificates is a securities company licensed
to broker securities, a fund management company, a depository bank, an insurer,
a commercial bank or another economic organization. A commercial bank, an
insurer or another economic organization is required to submit the application
for the distribution of fund certificates to the SSC as prescribed in Clause 3
of this Article;
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c) There is a process of fund
certificate distribution, including the process and procedures identifying,
updating information and verifying information about investors and
beneficiaries (with contents regulated in Annex 33 enclosed with this
Circular), the rules of professional ethics applied to the staff in charge of
performing the fund certificate distribution, internal rules for prevention of
late transaction and speculation by taking advantage of time spreads, market
timing in accordance with the international practice.
2. The location for the
distribution of open-ended fund certificates must satisfy the following requirements:
a) It is the legal business
location of the distributor as prescribed by the Law on Enterprises, and may be
the head office, branch, transaction office or representative office;
b) It must have at least two (02)
employees who possess securities brokerage certificates, or have passed the
test on securities brokerage held by the SSC, or are legitimate securities
practitioners in foreign countries and possess certificates in the laws on
securities and securities markets of Vietnam;
c) It must have the necessary
material and technical facilities serving the distribution of fund certificates
as follows:
- Office equipment and the computer
system to support the distribution of fund certificates and the management of
investors’ information. The information about investors must be separately
stored and maintained without being shared with other departments. - The safe
system to preserve and store documents, materials, trading orders, and settlement
orders of investors;
- The backup system ensuring the
ability to receive and transfer orders during the existence of any breakdowns.
3. The application for registration
as a distributor, applicable to insurers and commercial banks, includes:
a) The application for registration
as a distributor of open-ended fund certificates according to the form in Annex
05 enclosed with this Circular;
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c) The authenticated copy of the
establishment and operation license of organization that registers the
open-ended fund certificate distribution; the authenticated copies of
establishment and operation licenses of branches, transaction offices,
registration certificates of representative offices; or equivalent documents of
the locations where open-ended fund certificates are distributed;
d) The description of technical
facilities and personnel at the locations where fund certificates are
distributed according to the form in Annex 08 enclosed with this Circular, enclosing
with the list and information of the employees who possess Certificates in
securities brokerage according to the form in Annex 07 of this Circular, and
authenticated copies of their ID cards or unexpired passports;
e) The technical process prescribed
in Point c Clause 1 of this Article;
f) The written approval or opinion
made by a specialized authority for the distribution of open-ended fund
certificates (if any).
4. The application for the
registration as a distributor shall be made in one (01) original set attached
with electronic files. The original set of the application shall be sent by
post or directly to the SSC’s administrative department.
5. The SSC shall, within fifteen
(15) days as from the receipt of a complete and valid application, issue the
certificate of registration of fund certificate distribution. In a case of
refusal to grant such certificate, the SSC shall specify its reasons in
writing.
6. When adding locations for fund
certificate distribution, the distributor shall notify the SSC, and send the
documents specified in Points a, b, c and d Clause 3 of this Article within
seven (07) days before providing services of fund certificate distribution.
7. The distributor’s certificate of
registration of fund certificate distribution shall be revoked in the following
cases:
a) Voluntary termination of the fund
certificate distribution;
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c) If during the operation, the
distributor fails to maintain satisfaction of conditions for the operation as
prescribed in Clause 1 of this Article; or fails to satisfy the conditions
prescribed in Article 40; or violates any of regulations on the distributor as
prescribed in Article 41 of this Circular.
8. The distributor’s location for
fund certificate distribution shall have its operation terminated in the
following cases:
a) Comply with the distributor’s
decision;
b) The distributor shuts down
branches, transaction offices, or representative offices;
c) The distribution location fails
to maintain necessary conditions for the fund certificate distribution as
prescribed in Clause 2 of this Article;
d) The distribution contract
expires.
9. The fund management company must
evaluate the facilities before selecting distributors and distribution
locations to provide relevant services to investors. The reports on such
evaluation of facilities shall be stored at the head office of the fund
management company and provided to the state competent authorities at their
request. The fund management company must regularly inspect and ensure that the
operations of its distributors shall comply with the law and the terms and
conditions in distribution contracts.
10. If any distributor terminates
its operations as prescribed in Clause 7 of this Article, the fund management company
must give a prior notice to investors of replacement distributor. If a
distribution location terminates its operations as prescribed in Clause 8 of
this Article, the distributor shall give a prior notice to the fund management
company and investors, and appoint a replacement distribution location.
11. The fund management company may
distribute open-ended fund certificates under its management. In this case,
the company shall ensure that:
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b) The employees in charge of conducting
the fund certificate distribution shall not concurrently work at the asset
management department, investment analysis department and internal control
department.
Article 40. Distributors'
activities
1. Activities of a distributor
shall include:
a) Collect complete information
about investors and beneficiaries in accordance with the law on securities and regulations
on anti-money laundering and counter-terrorism financing;
b) Receive and send trading orders
from each investor to the fund management company and related service providers
in a sufficient, timely and accurate manner. The distributor is not permitted
to collate and settle trading orders, receive money directly and make settlement
for the fund certificate transactions to investors;
c) Support investors in completing
the procedures for adjusting information in the primary ledger, certifying the
investor’s ownership of fund units and transferring the ownership as prescribed
in Article 7 of this Circular;
d) Maintain a continuous and smooth
contact channel with investor, accurately, sufficiently and promptly update the
information for investors, and answer questions of investors about the offered
fund products; make statistics and provide account statements and trading
certifications to investors; provide investors with the prospectus, summary
prospectus, the fund’s financial statements, documents about the general
meeting of investors and other information; disclose information and make
reports under the authorization of the fund management company;
e) Support the fund management
company or related service providers in organizing the general meeting of
investors; receive authorization to participate and vote at general meetings of
investors according to written instructions from investors;
f) Summarize and store detailed
information about investors and their transactions. Provide such information to
the fund management company, related service providers and the SSC at their
requests.
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a) Perform functions of a distributor
as prescribed in Clause 1 of this Article with regard to investors who register
for conducting transactions on their accounts;
b) Make and manage the secondary
ledger of investors who register for trading via nominee accounts; establish
and manage the system of sub-accounts; update and provide sufficient
information about investors, including the information about the transactions
and ownership of the fund management company or related service provider;
c) Execute trading orders for the
nominee account on the basis of the collation of trading orders from investors,
ensuring that buy orders are completely executed, sell orders are fairly
distributed and the settlement are made in accordance with law;
d) Perform other functions, duties
and activities of distributors as prescribed in this Circular.
3. Functions of nominee agents must
be clearly specified in the prospectus and summary prospectus. Nominee agents
must comply with the following regulations:
a) Assets on the nominee account
are not under the ownership of the nominee agent but under the ownership of
investors in the secondary ledger of investors. These investors are entitled
to lawful rights and benefits of the owners in proportion to the fund units
being held in the nominee accounts. The investor may ask the nominee agent to
transfer the fund units under such investor’s ownership on the nominee account
to such investor’s account (if any);
b) Nominee agents must separate the
money and assets of each investor; separate the money and assets of investors
from their own ones. A nominee agent that wish to trade fund certificates on
its own behalf must open an account for trading fund certificates which is
independent from the nominee account as prescribed in Point a Clause 1 Article
9 of this Circular;
c) A nominee agent is not permitted
to use the money or assets of investors in any form; is not permitted to
deposit, withdraw, transfer or conduct transactions relating to assets of
investors on the nominee account; is not permitted to receive authorization
from investors to transfer money or assets between sub-accounts of investors. Any
transaction relating to assets of an investor is conducted if it conforms to
the law and follows lawful orders and instructions in writing from the
investor;
d) A nominee agent must open a
deposit account for paying fund certificate transactions as prescribed in
Clause 23 Article 2 of this Circular at the supervisory bank in order to
receive and make settlement for the fund certificate transactions made by
investors. The nominee agent shall only use this account to make settlement for
fund certificate transactions made by investors or refund money to the investor
who transferred such amount money if requested. The supervisory bank, related
service providers, the fund management company and the nominee agents must
formulate a system or co-coordinating regime for frequently inspecting and
monitoring activities of this account, ensuring:
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- Money (if any) of investors is
not used or appropriated without their written authorization. In case of
discovery of any indication of a breach of this provision, the supervisory
bank, the fund management company and relevant service provider must report to
the SSC and notify investors concerned within 24 hours;
e) Within three (03) days from the
receipt of the settlement from the fund or investors, the nominee agent has to complete
the settlement to investors according to lawful orders and instructions from
the fund management company, the supervisory bank, or complete the settlement
to the fund according to the instructions of concerned investor.
4. The distributor that is not securities
trading organization, insurer or commercial bank shall not be eligible for:
a) Acting as a nominee agent;
b) Acting as a distributor of
another fund management company if this is not approved in writing by fund
management company of which it is acting as a distributor.
Article 41.
General provisions on the fund certificate distribution
1. The distributor and its staff
must act voluntarily, fairly and honestly with investors, and provide
information to investors in a sufficient and timely manner in order that such
investors can make their own investment decisions. Information, data and
economic forecasts provided to investors must be based on actual events and
must be accompanied by reference materials which have been issued and publicly
disclosed by professional finance and economic organizations. Distribution
staff shall not supply unverified information, incorrect information or rumours
to investors.
2. Distribution staff shall only
offer fund certificates for sell after investors have already been provided
with the fund’s charter, the prospectus, summary prospectus, contracts referred
in the prospectus and the latest reports on the fund's operation. Distribution
staff must explain the contents defined in the fund's charter and prospectus,
especially the fund’s investment objectives and policies, the fund’s investment
strategies to achieve such objectives, characteristics of risks and profit, policies
of profit distribution, taxes, fees, charges and other expenses, and the
mechanism for trading fund certificates, to investors.
3. Distribution staff must provide
adequate and accurate information to investors regarding the fund’s operating
results, implying that previous information about operating results is only for
reference purposes and may be changed depending on the market situation.
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5. Distributors and their
distribution staff must keep the information about investors and their
transactions confidential; do not use such information for any purpose, except
for the cases agreed by the investors or requested by the state competent
authorities.
6. Distributors are not allowed to
discount or reduce trading prices of fund certificates in any form. They are
not allowed to make donations or use material or financial benefits in any form
to offer fund certificates to investors or induce investors to purchase fund
certificates. They are not allowed to ask for, demand or receive remuneration,
profit or benefit in their own name or the organization’s name from the fund
management company for the purpose of persuading investors to buy fund
certificates, except for the fees announced in the prospectus and the
distribution contract signed with the fund management company.
7. Distributors may not distribute
fund certificates at business locations which have not yet been registered or
licensed as prescribed by law, or not yet notified to the SSC. Distributors
are entirely responsible for activities of their locations for distributing
fund certificates and their distribution staff during the process of
distribution of fund certificates to investors.
8. The fund management company and its
distributors must annually provide training to enhance knowledge and capability
of their distribution staff. The information about annual training of the fund
management company and distributors must be attached to the annual reports of
such fund management company.
Chapter VI
INFORMATION PROVIDED TO
INVESTORS
Section I: INFORMATION,
ADVERTISING AND INTRODUCTION OF OPEN-ENDED FUNDS
Article 42. Provisions
on information, advertising and introduction of the fund
1. The fund management company may
advertise, provide information and introduce the fund via the mass media; via
means of communicating information and all kinds of publications; via all kinds
of boards, signs, panels, posters, fixed objects, means of transportation or
other mobile objects and commercial means.
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3. The written and spoken language
used in any information, advertisement and introduction of any fund in the
territory of the Socialist Republic of Vietnam shall be Vietnamese, except for
the case of words which have become internationally known, commercial names, or
words which are unable to be translated into Vietnamese. The language
presented must be easily understandable, must not contain words with double
meanings, and must not be misleading. Technical concepts and terms must be
interpreted and must be minimized. The smallest font size must be readable in
normal conditions but must not be smaller than size 12.
4. The fund’s advertising or
introduction documents must be clear and must not cause misunderstanding that
fund certificates are deposit certificates, negotiable instruments or valuable
papers as stipulated in the banking sector or financial instruments with fixed
income or profit achieved on secured investments. The fund’s advertising or
introduction documents must not include any statement causing investors to
misunderstand that the value of investments increase perpetually, nor guarantee
or forecast the future investment results of the fund. The provisions in this
clause shall not apply if the open-ended fund invests entirely in bonds or
securities with fixed income and capital preservation funds.
5. Where a fund management company
applies special trading techniques or property management tactics which may
cause the NAV of the fund to change drastically or abnormally, the advertising documents
or information, including the prospectus, must specify the reasons thereof and
clearly explain such techniques or tactics.
The comparison must comply with the
following principles:
a) The comparison must include
uncertainty about the investment results, implying that investment results may
change depending on the market situation;
b) The comparison must be
reasonable and accurate on the basis of actual operating results in the same
period. The comparison results shall be objectively assessed by the third
party as prescribed in Clause 7 of this Article.
7. Upon use of any evaluation or
comment of a third party or the results of selection or ranking operating
results to advertise or introduce a fund, the following must be ensured:
a) Such evaluation, comment or
result of selection or ranking must be reliable and objective on the basis of
the comparison between operating results, data and actual events;
b) Such evaluation, comment or
result of selection or ranking must be publicly announced or must be publicized
by a recognized provider of financial information and statistical services;
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d) Such result of selection or
ranking is only used to advertise or introduce the fund within one (01) year
from the date on which the fund is selected, ranked or received an award;
e) Such result of selection or
ranking must be based on the comparison of operating results of at least five (05)
funds with the same investment objectives or within the same group of funds
with relatively identical portfolio structure during a comparative period of no
less than one (01) year.
8. If contents of any information,
advertisement or introduction of the fund refer to state regulatory
authorities, they must clearly specify that such authorities only certify the
legality during the establishment and operation of the fund, not implying that
the contents of the information or advertisement, investment objectives or
strategies of the fund, the assets of the fund, the value of one fund unit,
profitability and risk levels of the fund are guaranteed. The fund’s advertising
or introduction documents must not use the name, logo, image, position,
reputation or letter of the state regulatory authorities and their officials
and employees, or thank-you letters of investors to advertise or introduce the
fund or offer fund certificates for sale.
9. Contents of the information,
advertisement or introduction of the fund must be honest, objective, accurate and
clear without causing misunderstanding. The information must be up-to-date. The
fund management company, related organizations and individuals are responsible
for the contents and legitimacy of the information provided during the
advertisement and introduction of its fund certificates.
10. At least fifteen (15) days
before the advertisement or introduction of the fund to the public, the fund
management company must send report to the SSC on the time of commencement of
advertising accompanied by the following documents:
a) A set of documents on the fund’s
product advertisement or introduction. Where it is a program to be broadcasted
on radio or television, the fund management company must send a script, video
or audio tape. The script must clearly describe the images, wordings and music;
b) In case the document contains
the comparison between operating results and other indices or funds,
evaluations, comments or awards, ranking or selection, the fund management
company must enclose documents issued by approved professional evaluation
providers.
Article 43.
Reminders of caution
1. Documents providing the
information, advertisement or introduction of the fund must contain the
following reminders of caution:
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b) Trading prices of fund
certificates may vary depending on the market situation, and investors may
suffer losses on their capital invested in the fund;
c) Previous information about
operating results of the fund (if any) is for reference only and does not mean
that the investment will make profit for investors.
2. Documents providing the
information, advertisement or introduction of the fund must provide investors
with reminders of caution of types of risks when they make investment in the
fund.
3. Contents of reminders of caution
must be printed in bold, must be clear with the font size not smaller than that
of other contents of information or advertising publications.
Section II: INFORMATION
PROVISION
Article 44. Provision
of documents and information to investors
1. On a monthly, quarterly and
annual basis, fund management company must send investors the statistics on
their transactions, balances of trading accounts and sub-accounts, and reports
on the change of the NAV of the fund according to the form in Annex 25 and 26
of this Circular.
If investors conduct trading via
nominee accounts, the fund management company shall send the statistics on
their transactions, balances of sub-accounts to investors at their written
requests. The period for providing the information shall not exceed five (05)
days from the receipt of the investor’s written request.
2. The fund management company has
to announce or provide investors with the following documents:
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b) Reports on the fund’s activities
on a semi-annual and annual basis, comprising the basic contents stipulated in
Annex 28 of this Circular;
c) Statistical reports on transaction
fees in investment activities of the fund on a semi-annual and annual basis,
using the form stated in the Annex 27 of this Circular;
d) Reports on criteria for
assessing operating results of the fund on a semi-annual and annual basis,
using the form stated in the Annex 34 of this Circular;
3. Documents stipulated in Clause 2
of this Article must be provided free of charge to investors on the website of
the fund management company or sent directly by email to investors or in other
forms as prescribed in the fund's charter and the prospectus. The announcement must
be made within thirty (30) days from the end of the first half of the fiscal year;
and within ninety (90) days from the end of the fiscal year. Investors may
refuse to receive documents in Clause 2 of this Article.
4. When being requested by
investors, the fund management company shall provide investors with the process
of risk management, specifying investment limits, measures for preventing and
controlling risks for managing the fund’s assets.
5. On a weekly basis, the fund
management company must post levels of the NAV deviation of the index fund as
against the tracking error (TE) on the company’s website in which such
deviation is determined in accordance with the law on securities providing for
exchange-traded funds. Where the aforesaid deviation exceeds the maximum
limit stipulated in the fund’s charter, the fund management company shall be
responsible for giving explanations for this, temporarily ceasing fund
certificate transactions or adapting their investment portfolios as remedial
actions in accordance with the fund’s charter.
Article 45. Regulations
on reporting, document retention and information management
1. The fund management company must
send the SSC the following documents:
a) Reports on investment activities
of the fund on a monthly, semi-annual and annual basis, using the form stated
in the Annex 34 of this Circular;
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c) Reports on the fund’s asset
transactions as stipulated in Article 16 of this Circular on a monthly,
quarterly and annual basis, using the form stated in the Annex 31 of this
Circular;
d) Statistical reports on transaction
fees in investment activities of the fund on a semi-annual and annual basis,
using the form stated in the Annex 27 of this Circular;
2. Reports must be attached
electronic files within five (05) days from the end of the month, within
fifteen (15) days from the end of the quarter, within thirty (30) days from the
end of the first half of the fiscal year, and within ninety (90) days from the
end of the fiscal year of the fund.
3. The fund management company and
the supervisory bank shall retain all documents related to the fund’s
investment activities in accordance with regulations on the organization and
operation of the fund management company.
4. The fund management company, the
supervisory bank, distributors, related service providers, auditing firm, the
board of representatives of the fund, related organizations and individuals are
responsible for keeping the information about the fund’s activities and
investors confidential; not revealing such information to any third party
unless requested by the state competent authorities.
Chapter VII
IMPLEMENTATION
Article 46.
Conversion of the close-ended fund into the open-ended fund
1. A close-ended fund established
before the effective date of this Circular may be converted into an open-ended
fund when the following conditions are satisfied:
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b) The investment portfolio only
comprises stocks listed or registered for trading on the Stock Exchanges, cash
and cash equivalents with the investment restriction ratio satisfying the requirements
in Article 15 and Article 16 of this Circular;
c) The fund conversion plan has
been approved by the general meeting of investors. The resolution of the
general meeting of investors must be approved by the number of investors
representing at least seventy-five percents (75%) of the total number of outstanding
fund units.
The fund management company must
obtain opinions from the general meeting of investors on the fund conversion. At
least fifteen (15) days before the date of the general meeting of investors,
the fund management company must provide investors with documents relating to
the fund conversion, including:
a) The conversion plan, specifying
the conversion cost;
b) Audited annual financial
statements and the latest audited quarterly financial statements.
3. Within seven (07) days from the
date on which fund certificates are delisted or suspended from trading in order
to implement the conversion, the fund management company must complete
procedures and application submitted to the SSC for amending the certificate of
fund establishment registration for the new fund. The application shall
include:
a) The application for amending the
certificate of the fund establishment registration according to the form in
Annex 14 enclosed with this Circular; attached with the original certificate of
the fund establishment registration of the converted fund;
b) Minutes and the resolution of
the general meeting of investors passing the fund conversion, enclosing the fund
conversion plan which has been passed in the general meeting of investors;
c) The confirmation made by the
supervisory bank and auditing firm of investment portfolio; the NAV of the fund
on the last trading day; the NAV of one fund unit on the last trading day
according to the form of reports on the asset and investment portfolio of the
fund in Annex 34 enclosed with this Circular;
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e) Other documents as prescribed in
Points b, c, d, e, and f Clause 1 Article 4 of this Circular.
4. The SSC shall, within fifteen
(15) days from the receipt of the complete and valid application as regulated
in Clause 3 of this Article, amend the certificate of fund establishment registration.
The date of the fund conversion shall be the effective date of the amended
certificate of fund establishment registration.
5. Within three (03) days from the
date of the fund conversion, the fund management company or related service
providers shall notify its investors of the following contents:
a) The date of the fund conversion;
b) The NAV on the conversion date;
c) The list of distributors,
related service providers (if any), supervisory banks, depository banks (if
any);
d) The time of commencement of trading
open fund certificates;
e) Certification of the number of
fund units of investors; numbers of accounts or sub-accounts for trading fund
certificates;
f) The procedure for trading fund
certificates.
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7. The converted fund shall inherit
all legitimate rights and interests of the converting fund. Investors shall
not incur any conversion cost.
Article 47.
Implementation
1. This Circular shall take effect
as of March 01, 2012.
2. The SSC, fund management
companies, supervisory banks, distributors, related service providers, other organizations
and individuals related to the operation of open-ended funds shall implement
this Circular.
3. The amendment and
supplementation of this Circular shall be decided by the Minister of Finance./.
CERTIFICATION
OF CONSOLIDATED DOCUMENT
FOR THE MINISTER
DEPUTY MINISTER
Tran Xuan Ha
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FORM OF THE APPLICATION FOR THE PUBLIC OFFERING
OF FUND CERTIFICATES
(promulgated under the Circular providing for the guidance on the
establishment and management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
.........………[place],
…………..[date]
APPLICATION
FOR INITIAL PUBLIC OFFERING OF OPEN-ENDED FUND CERTIFICATES
To:
The State Securities Commission of Vietnam
We are: The fund management
company…….
License for establishment and
operation No. …. Issued by the State Securities Commission of Vietnam (SSC)
on...............................[date]
Head office’s address:
We do submit this application to
the SSC for registering the initial public offering of open-ended fund
certificates with the following contents:
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2. Type of the fund:
3. Name in English (if any):
4. Abbreviated name:
5. Operating duration:
6. Total fund units which will be
offered for sale:
7. Face value of fund certificate:
8. Total amount of capital planned
to be mobilized:
9. Maximum amount of fund
certificates issued (if any):
10. Supervisory bank:
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12. Head office’s address: …………….
13. Transfer agent service provider
(if any):
14. Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]/License for
the establishment and operation No…………………issued by……………….on………………….[date]15. Head
office’s address: …………….
16. Fund management services
provider (if any):
17. Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]
18. Head office’s address: …………….
19. Other organization (specify
authorized activities)
20. Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]/ License
for the establishment and operation No…………………issued by……………….on………………….[date]21.
Head office’s address: …………….
We undertake to be liable for the
integrity and accuracy of contents of this application for the public offering
of fund certificates.
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Enclosed documents
(Specify all documents)
(General)
Director of the fund management company…….
(Signature,
specify full name and seal)
Annex No. 02
FORM OF THE CHARTER OF THE OPEN-EDNED FUND
(promulgated under the Circular providing for the guidance on the
establishment and management of open-ended funds)
OPEN-ENDED
FUND’S CHARTER
I. LEGAL GROUNDS
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2. Decree……………
3. Circular
4. Decision …………….
II. DEFINITIONS
“Fund”
Means the Investment Fund………,
performing the public offering of fund certificates and being established
under the law on securities and the fund's charter.
“Fund management company”
Means the Fund management
company…….which is established under the License for the establishment and
operation No........ issued by the State Securities Commission of Vietnam
(SSC) on………. [date]. The fund management company is appointed to manage the
fund ……………… (name of the fund) and shall have rights and obligations
as regulated in ……. of this Charter.
“Supervisory bank”
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“Auditing firm”
Refers to the auditing firm in
charge of performing auditing works for the fund which is appointed by the
general meeting of investors, that is the auditing firm…………………., an
independent auditing firm, approved..........., performing annual auditing of
assets of the investment fund......... .
“Charter of the fund….”
Includes this document, attached annexes
and legal amendment documents (if any).
“Prospectus”
Refers to document or electronic
file that publicly announces the information about the offering and issue of
fund certificates of the fund in an accurate, honest and objective manner.
“Supervision contract”
Refers to the contract that is
signed between the fund management company and the supervisory bank and
passed by the general meeting of investors of the fund.
“Investors”
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“General meeting of investors”
Refers to the general meeting of
investors who have the rights to vote, organized on the periodical or
extraordinary basis to vote important issues relating to the fund. The
general meeting of investors is the highest decision-making body of the fund.
“The board of representatives of
the fund”
Includes representatives of
investors who are appointed by the general meeting of investors to act on
behalf of investors in supervising the operation of the fund, the fund
management company and the supervisory bank.
“Charter capital”
Refers to total amount of capital
in cash which has been actually contributed by all investors during the
initial public offering of fund certificates and recorded in this charter.
“Fund unit”
Means the charter capital divided
into equal portions. Face value per a fund unit of the initial public offering
is VND 10,000/ unit. Each fund unit presents the same amount of profit and
capital of the fund.
“Certificate of the investment
fund…..”
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“Sell price/Offering price”
Refers to the amount that the
investor must pay to buy a fund unit. The sell price/offering price shall be
equal to the face value (determined in the initial public offering); or equal
to the net asset value (NAV) of a fund unit added to the issuance fee
regulated in the fund's charter.
“Redemption price”
Refers to the amount that the
fund management company must pay to the investor for redeeming a fund unit. /The
redemption price is equal to the NAV of a fund unit minus the fee for
redeeming a fund unit regulated in the fund’s charter.
“Fund management fee”
Is the payment made to the fund
management company that provides fund management services regulated in the
fund’s charter.
“Issuance fee/redemption fee”
Refers to the amount that the
investor must pay to the fund for buying/selling a fund certificate unit. Issuance
fee/redemption fee shall be calculated according to the percentage of the NAV
per one fund certificate unit as regulated in Article ..... of this charter.
“Fund dividends”
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“Fiscal year”
Is the period of twelve months,
starting on the 01st of January and ending on the 31st
of December of a calendar year. The first fiscal year of the fund shall
starts from the date on which the certificate of fund establishment
registration is issued by the SSC and ends in December 31st of
that year.
“The fund's net asset value (NAV)”
Is the total value of assets and
investments owned by the fund minus all debt obligations of the fund on the valuation
date.
“Valuation date”
Means the date on which the fund
management company determines the net asset value of the fund as prescribed
by the Law on securities and the fund’s charter.
“Fund certificate trading date”
Refers to the valuation date on
which the fund management company, on behalf of the fund, issues and redeems
fund certificates.
“Time of closing the order book”
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“Other definitions”
Other definitions (if any) shall
be construed in accordance with the law on securities and other relevant documents.
Chapter I
GENERAL
PROVISIONS
Article 1. Name and address
Name inn Vietnamese:
Name in English (if any):
Abbreviated name:
Address:
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Article 3. The fund’s
organization principles
Article 4. Total capital
mobilized and the quantity of fund certificates offered
1. The charter capital mobilized in
the initial public offering of the fund is:……………. This amount is divided into
….. fund units. Face value of each fund unit is VND 10,000.
2. Investors contribute capital in
VND by transfer to the fund or the fund’s account opened at the supervisory
bank.
3. Maximum quantity of fund units circulated
(if any):
4. The change of the maximum value
of assets mobilized or the maximum quantity of fund units mobilized must be
decided by the general meeting of investors and reported to the State
Securities Commission of Vietnam.
Article 5. Appointment of the
representative in charge of performing the capital mobilization and offering of
fund certificates
The legal representative of the
fund management company shall be appointed act as the representative in charge
of performing the capital mobilization and offering of certificates of the
fund...... for sale.
Article 6. Fund management
company
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- License for establishment and
operation No.:
- Head office:
- Telephone: Fax:
Article 7. Supervisory bank
- Bank……….
- Number of the establishment license
issued by the State Bank of Vietnam:
- Certificate of registration of
depository operation No.:
- Head office:
- Telephone: Fax:
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1. Transfer agent service provider
(if any):
- Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]/ License
for the establishment and operation No…………………issued by……………….on………………….[date]- Head
office’s address: …………….
2. Fund management services provider
(if any):
- Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]
- Head office’s address: …………….
3. Other organization (specify
authorized activities):
- Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]/ License
for the establishment and operation No…………………issued by……………….on………………….[date]
- Head office’s address: …………….
Chapter II
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Article 9. Investment objectives
Article 10. Investment
strategies
1. Investment strategies
2. Fields and sectors of investment
3. Types of assets in which the
fund is permitted to invest
a) Deposits at credit institutions
as prescribed by the laws;
b) Money market instrument, foreign
currency, valuable papers and negotiable instruments in accordance with the law
on banking sector;
c) Government bonds, Government-guaranteed
bonds and local authority bonds;
d) Listed stocks, stocks registered
for trading, and listed bonds of issuers that operate in accordance with the
law of Vietnam;
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f) Derivatives listed and traded on
the Stock Exchanges but with the sole objective of avoiding risks;
4. In case the fund invests in
assets as regulated in Point e clause 3, the board of representatives of the
fund must provide written consent to the types (codes) of securities, the
quantity and the time for performing such investments. In addition, it also requires
the issuer’s commitment or documents proving that the issuer will complete its
application for trading registration or listing such securities on the Stock
Exchange within twelve (12) months from the trading date.
Article 11. Investment limits
1. Invested capital and assets of
the fund must comply with the following provisions:
a) Do not invest more than 49% of
the total asset value of the fund in the assets regulated in Point a and Point
b Clause 3 Article 10 of this charter;
b) Do not invest more than thirty
percents (30%) of the fund’s total asset value in the assets prescribed in
Point a, b, d, e and f Clause 3 Article 10 of this charter, which are issued by
the same company or a group of companies having mutual ownership relations, in
which the value of derivatives regulated in Point f Clause 3 Article 10 of this
charter is the value agreed in the contract;
c) Do not invest more than twenty
percents (20%) of total asset value of the fund in outstanding securities of an
issuer. Securities regulated in this point include valuable papers,
negotiable instruments, bonds, voting stocks, non-voting preference stocks;
d) Do not invest in securities of
an issuer more than ten percents (10%) of the total value of outstanding
securities of that issuer;
e) Do not invest more than ten
percents (10%) of the total asset value of the fund in the assets prescribed in
Point e or Point g Clause e Article 10 of this Charter;
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g) At any time, the total value
agreed in derivatives transactions, outstanding loans and other payables of the
fund must not exceed the NAV of the fund;
h) Do not invest in securities
investment funds or stocks of securities investment companies that are
established and operated in Vietnam;
i) Do not directly invest in real
property, precious stones or metals.
2. Except for the cases regulated
in Point g, h, i Clause 1 of this Article, the investment structure of the
open-ended fund may vary from investment limits depending on the following
causes:
a) The fluctuation of the market
prices of assets in the fund’s investment portfolio;
b) Making legitimate payments of
the fund;
c) Executing trading orders of
investors;
d) Consolidating and merging
issuers;
e) The fact that the new fund has
just been licensed, or has operated for a maximum period of six (06) months
from the date on which the certificate of the fund establishment registration
is issued due to the division, consolidation, or merger of the funds;
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3. Within a period of three (03)
months from the date the variation arises, the fund management company must
adjust the investment portfolio to ensure the compliance with the investment
limits as prescribed in Clause 1 of this Article.
4. In case the fund management
company fails to comply with the investment limits prescribed by law or the
fund’s charter, the fund management company is responsible for adjusting the
investment portfolio within fifteen (15) days from the date on which the
variation occurs. In this case, the fund management company shall incur the
costs of these transactions and losses (if any). If the variation resulted in a
profit, such profit must be immediately be accounted for as the profit of the
fund.
Article 12. Lending and borrowing and margin trading
1. The fund management company is
not permitted to use the capital and assets of the fund to provide loans or
guarantees for any loan, except for the investment in deposits as prescribed in
Point a Clause 3 Article 10 of this Charter.
2. The fund management company may
not take out loans for investment activities, except for short–term loans to
defray necessary costs of the fund. Total value of short-term loans of the
fund shall not exceed five percents (5%) of the fund’s NAV at any time and the
duration of a loan shall not exceed thirty (30) days.
3. The fund management company is
not permitted to use assets of the fund to conduct margin trading (i.e. lending
for the purchase of securities) for such fund or any other organization or
individual; and is not permitted to use assets of the fund to conduct the short
selling of securities or lending of securities.
Article 13. Investment selection
methods
1. Methods for selecting
investments in money market instruments.
2. Methods for selecting
investments in debt instruments.
3. Methods for selecting
investments in stocks.
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5. Methods for selecting
investments in other instruments.
Chapter III
INVESTORS,
LEDGERS OF INVESTORS AND FUND CERTIFICATE TRANSACTIONS
Article 14. Investors
1. Investors of the fund include
domestic and overseas judicial persons and individuals. Investors shall not
bear legal liability or other obligations to the fund other than liabilities for
the number of fund certificates which they own.
2. Investors that are judicial
persons include economic and social organizations that are recognized by the
law of Vietnam. The investor that is a judicial person shall appoint a representative
to represent the number of fund certificates under its ownership. The
appointment, dismissal or replacement of the authorized representative must be
approved in writing with the signature of the legal representative of such
investor that is a judicial person.
Article 15. Rights and
obligations of investors
1. The investors shall have the
following rights:
a) Receive profit from the fund’s
investment activities in proportion to the number of fund units under the ownership
of each investor;
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c) Request the fund management
company, on behalf of the fund, to redeem or switch fund certificates.
d) Perform their own rights through
the general meeting of investors;
e) Other rights as regulated by the
law and the fund’s charter.
2. Investors shall discharge the
following obligations:
a) Comply with decisions made by
the general meeting of investors;
b) Fully make settlement for buying
fund certificates and bear liability for debts and other obligations relating
to assets of the fund within the scope of the amount paid for buying such fund
certificates;
c) Other obligations as regulated
by the law and the fund’s charter.
Article 16. Ledgers of
investors
1. The fund management company
shall itself or grant powers to a related service provider to establish the
primary ledger of investors (primary ledger), or nominee agents shall prepare
and manage secondary ledgers, and confirm the ownership of fund certificates of
investors.
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a) If the investor is an individual,
full name, ID number or unexpired passport number, contact address, contact
telephone number, and email address (if any) are specified;
If the investor is an organization,
the following information is required: full name, abbreviated name, trading
name, head office’s address, the number of license for the establishment and
operation/ certificate of business registration; full name, ID number or unexpired
passport number, contact telephone number and email address of the individual
who is authorized by such organization to trade fund certificates;
b) Account numbers of investors; or
sub-account numbers, attached with the numbers of nominee accounts; securities trading
codes (applicable to foreign investors);
c) The quantity of fund units
owned; and dates of registration of ownership (entered into the primary
ledger).
3. The fund management company and
related service providers must always have sufficient information about the
ownership of each investor, including those trading via nominee accounts. The
information about assets of investors in the primary ledger is the proof of the
investors' ownership of fund certificates. The investor's ownership shall be
established when the information about investor's ownership is updated in the
primary ledger.
Article 17. Fund certificate transactions
1. The fund management company must
arrange fund certificate transactions for investors. Trading activities must be
arranged on a periodical basis.
The trading frequency of the
fund………… (not less than twice per month)
3. Buy order
4. Sell order
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6. Time of closing order book
7. Method of settlement
Article 18. Partial redemption or
open-ended fund certificate trading suspension
1. The fund management company has
the right to cover only a part of a buy order, sell order or switching order
from an investor in any one of the following cases:
a) The total value of sell orders
(including sell orders from switching activities) minus the total value of buy
orders (including buy orders from switching activities) on a fund certificate trading
day is more than ten percents (10%) of the NAV of the fund; or
b) The complete execution of the
investor’s orders might lead to the fact that:
- The NAV of the fund goes down
below fifty (50) billion dongs; or
- The value of remaining fund units
or the total number of remaining fund units in the investor’s account is lower
than the minimum value or the minimum number of fund units required to maintain
the account of such investor as prescribed in the fund's charter (if any); or
- The remaining NAV or the number
of remaining fund units is lower than the minimum NAV or the minimum number of
outstanding fund units prescribed in the fund's charter and announced in the
prospectus (if any); or
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2. Regarding the redemption of the
remaining number of sell orders or switching orders with respect to the orders which
have been satisfied partially as prescribed in Clause 1 of this Article, the
fund management company must apply either of two principles as follows:
a) The principle of time-based
priority: The order which is transferred first to the fund management company,
related service provider or distributor will be implemented first; or
b) The principle of ratio parity:
the unexecuted part of the order will be coupled with later arriving orders for
implementation, ensuring the ratio between the value of orders implemented and
the value registered for trading are the same.
3. In the cases in Point a Clause 1
of this Article, the fund management company is permitted to extend the
time-limit for making settlement provided that such time-limit shall not exceed
thirty (30) days as of the fund certificate trading day.
4. Trading open-ended fund
certificates may be suspended in one of the following cases:
a) The fund management company is
unable to redeem open-ended fund certificates as requested due to an event of
force majeure;
b) The fund management company is
unable to determine the NAV of the open-ended fund on the date of determining
the price for redeeming open-ended fund certificates because the Stock Exchange
decides to suspense securities transactions in the fund’s investment portfolio.
c) Other cases as stipulated in the
fund’s charter or as considered necessary by the SSC.
5. Duration of the fund certificate
trading suspension …………… (not longer than ninety (90) days from the last trading
day of fund certificates)
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7. If the event causing the trading
suspension terminates while convening a general meeting of investors, the fund
management company is permitted to rescind the organization of the general
meeting of investors.
Article 19. Sell price and redemption
price
1. Initial public offering price
2. The sell price of a fund unit
shall be determined by the NAV of a fund unit calculated on the fund
certificate trading day minus the redemption fee (if any).
3. The buy price of a fund unit
shall be determined by the NAV of a fund unit calculated on the fund
certificate trading day plus the issuance fee (if any).
4. Redemption fee
5. Issuance fee
6. Switching fee
Article 20. Inheritance of fund
certificates
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2. The fund management company
shall enter the names of lawful heirs into the ledger of investors after such
heirs have provided sufficient documents proving their lawful inheritance.
Chapter IV
GENERAL
MEETING OF INVESTORS
Article 21: General meeting of
investors
1. The general meeting of investors
is the highest decision-making body of the investment fund and all investors
whose names have been registered in the list of investors before convening the
general meeting are entitled to participate in the general meeting of
investors.
2. The annual general meeting of
investors shall be held within ………days from the date on which the annual financial
statements are audited by the approved auditing firm. The annual general
meeting of investors is not permitted to be held in the form of obtaining
written opinions, unless the fund’s charter contains some other provisions.
3. Extraordinary general meetings
of investors shall be held in the following circumstances:
a) The fund management company, or
the supervisory bank, or the board of representatives of the fund considers it
necessary in the interests of the fund;
b) At the request of investors or a
group of investors representing at least ………..of total outstanding fund units
for six (06) consecutive months prior to the time of convening the general
meeting;
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4. The extraordinary general
meeting of investors as prescribed in Clause 3 of this Article must be held
within ……… days from the date on which the fund management company receives the
request to convene such meeting, in which reasons and objectives of convening
such extraordinary general meeting of investors must be specified.
Article 22. Powers and duties of
the general meeting of investors
1. Make decision on the amendment
and supplementation of the fund's charter and supervision contracts;
2. Decide fundamental changes in
the fund’s investment policies and objectives; profit distribution plans; the
increase in the level of fees paid to the fund management company and the
supervisory bank; the changes of the fund management company and the
supervisory bank;
3. Make decision on the
consolidation and merger of funds;
4. Make decision on the fund
certificate trading suspension; the fund division;
5. Make decision on the fund
dissolution;
6. Appoint, dismiss or remove the
chairman and members of the board of representatives of the fund; decide the
amount of remuneration and operating costs of the board of representatives of
the fund; pass the selection of the approved auditing firm to audit the annual
financial statements of the fund; pass reports on financial and asset status
and annual operation of the fund;
7. Decide other matters within its
authority as prescribed in Article 85 of the Law on securities, the law on
enterprises and the fund’s charter.
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1. The planned time, program and
contents of the general meeting of investors must be notified to investors and
reported to the SSC within …… days before the date planned to hold such general
meeting.
2. Investors may directly attend in
the general meeting of investors or appoint their authorized representatives to
attend in the general meeting or attend in other forms.
3. The general meeting of investors
shall be held when the number of participating investors represents at least …………..
of the total outstanding fund units.
4. If the first meeting does not
take place because the conditions prescribed in Clause 3 of this Article were
not satisfied, the second meeting shall be convened within ………… days from the
date on which the first meeting was intended to be opened. The general meeting
of investors shall be held when the number of participating investors
represents at least ………….. of the total outstanding fund units.
5. The procedures and form of the
general meeting of investors.
Article 24. Decisions of the
general meeting of investors
1. Each fund unit shall have one
voting right. The supervisory bank, the fund management company, the auditing
firm and law firms providing services to the fund are entitled to attend the
general meeting of investors but they do not have voting rights.
2. The general meeting of investors
shall approve decisions under its competence by voting, taking written opinions
or other voting forms as regulated in the fund’s charter.
3. Principles, contents and
procedures for obtaining written opinions from investors.
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a) The voting is conducted with the
participation of investors who represent at least ………….. of total circulating
fund units;
b) Total votes for passing such
decision as regulated in point a of this clause shall not fewer than ……….. of
total circulating fund units at the voting time.
5. Decisions of the general meeting
of investors on the matters prescribed in Clause 2 and Clause 3 Article 21 of
this charter shall be approved if the following requirements are satisfied:
a) The voting is conducted with the
participation of investors who represent at least ………….. of total circulating
fund units; and
b) Total votes for passing a given
decision as regulated in point a of this clause shall not fewer than ……….. of
total circulating fund units at the voting time.
6. If the general meeting of
investors is organized as regulated in Clause 3 Article 21 of this Charter and
the number of investors participating in such general meeting represent under
………. of total circulating fund units, the decision of the general meeting of
investor shall be approved if all requirements stated in point a clause 4 of
this article have been satisfied. Decisions of the general meeting of investors
on the matters prescribed in Clause 2 and Clause 3 Article 22 of this charter
shall be approved if all requirements stated in point a clause 4 of this
article have been satisfied.
7. When seeking written opinions in
the general meeting of investors, decisions of the general meeting of investors
are approved when they are approved by the number of investors that represent
at least …….. of the total votes.
8. The fund management company and
the supervisory bank shall consider and ensure that all decisions of the
general meeting of investors are conformable with the laws and the fund's
charter.
9. Within seven (07) days as of the
end of the general meeting of investors, the fund management company and the
board of representatives of the fund shall make the minute and the resolution
of the general meeting of investors, and send them to the SSC.
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1. The investor who objects to the
decision approved by the general meeting of investors on certain issues
prescribed in Clause 2 and Clause 3 of Article 22 has the right to require the
fund management company to redeem or switch fund certificates owned by such
investor to another open-ended fund of such fund management company that has
the same investment policies. The investor’s request must be made in writing,
specifying the name and address of the investor, the number of fund units, and
the reason for such request for redemption or switching to another fund which
has the same investment policies and is managed by such fund management company.
The investor’s request must be sent to the fund management company within
fifteen (15) days from the date on which the decision on the above-mentioned
issues is approved by the general meeting of investors.
Chapter V
THE
BOARD OF REPRESENTATIVES OF THE FUND
Article 26. The Board of
representative of the fund
1. The Board of representative of
the fund includes……….members, in which at least two thirds among which are
independent members.
2. The Board of representative of
the fund must include:
a) At least ………. independent
member(s) with qualifications and experience in accounting and auditing.
b) At least ………. independent
member(s) with qualifications and experience in securities investment analysis
or asset management;
c) At least ………. member(s) with qualifications
in the law and regulations on securities.
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Article 28. Rights and
obligations of the board of representatives of the fund
1. Represent the interests of
investors; perform activities in conformable with the law to protect interests
of the fund and investors.
2. Approve the list of quotation
service providers, the principles and methods for determining the NAV; approve
the list of the banks receiving fund’s deposits, money instruments and assets
that the fund is allowed to invest in as prescribed in Points a, b, e Clause 3
Article 10 of this Circular; approve fund's asset transactions within its
competence with respect to transactions through the agreement method, sale and
purchase of securities that have been not yet listed or registered for trading.
3. Decide the amount of distributed
profit; the schedule and procedures of profit distribution, or the settlement
of losses during the business process; make decisions on the issues in
disagreement between the fund management company and supervisory bank on the
basis of regulations of the law.
4. The board of representatives of
the fund is entitled to make decisions on the issues prescribed in Points 2, 3,
4, 5, 6 and 7 Article 22 of this charter upon the provision in the fund’s
charter and the authorization of the latest general meeting of investors.
5. Request the fund management
company and the supervisory bank to adequately provide documents and
information about the asset management and supervision.
6. Other rights and duties………….
7. Within fifteen (15) days from
the date on which the board of representatives of the fund makes decisions on
the issues prescribed in Clause 4 of this Article, the board of representatives
of the fund must, through the fund management company, send the meeting minutes
and the resolution of the board of representatives of the fund to the SSC and
the supervisory bank, and provide information about its decisions to investors
in the form specified in the fund's charter.
8. During the performance of its
rights and duties, the board of representatives of the fund must comply with
the law, the charter’s fund and decision of the general meeting of investors. In
case the decision passed by the board of representatives of the fund is
contrary to the law or the fund’s charter and cause damage to the fund, the
members who passed such decision jointly bear personal liability for such
decision, and make compensation to the fund; the member who objected to the
passing of such decision is exempt from liability.
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1. The general meeting of investors
shall appoint one of members of the board of representatives of the fund to the
position of chairman of the board. Chairman of the board of representatives of
the fund must be an independent member.
2. Chairman of the board of
representatives of the fund shall have the following rights and duties:
a) Establish program and action
plans of the board of representatives of the fund;
b) Prepare program, contents and
documents used in the board’s meeting; convene and chair the meeting of the
board of representatives of the fund;
c) Follow the implementation of
decisions of the board of representatives of the fund;
d) Perform other rights and duties
as regulated in the fund's charter.
Article 30. Procedures for
management of the board of representatives of the fund
If the chairman of the board of
representatives of the fund is absent or incompetent to perform assigned
duties, the member of the board of representatives of the fund who is
authorized by the chairman of the board of representatives of the fund shall
perform rights and duties of the chairman of the board of representatives of
the fund. In case of the absence of the authorized member, other members of
the board of representatives of the fund shall appoint one of independent
members to temporarily act as the chairman of the board of representatives of
the fund on the principle of unanimity. The appointment of a new chairman of
the board of representatives of the fund shall be conducted in the upcoming
annual general meeting of investors.
Article 31. Suspension and
deposition of members of the board of representatives of the fund
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Article 32. The meeting of the
board of representatives of the fund
1. Chairman of the board of
representatives of the fund is entitled to convene the meeting of the board of
representatives of the fund. The meeting of the board of representatives of
the fund is required to be held quarterly. Extraordinary meetings may be held
in case of need.
2. The meeting of the board of
representatives of the fund shall be held if at least two-thirds (2/3) of the
board’s members attend the meeting.
3. Decisions of the board of
representatives of the fund are approved by direct voting at the meetings, via
conference by phone, internet or other audio/video devices, or via written
opinions and other methods as prescribed in the fund's charter. Each member of
the board of representatives of the fund has one vote. The members who do not
directly attend the meeting may vote by sending written opinions.
4. The decision of the board of
representatives of the fund shall be passed if it is passed by at least …….of
total participants in the meeting and at least …………. of independent members.
5. Contents of the meeting of the
board of representatives of the fund must be sufficiently recorded in the
minutes. The chairman and the secretary of the meeting shall jointly bear
liability for the accuracy and integrity of the minutes of the meeting of the
board of representatives of the fund.
Chapter VI
FUND
MANAGEMENT COMPANY
Article 33. Criteria for selecting
the fund management company
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1. Obligations of the fund
management company
2. Rights of the fund management
company
Article 35. Termination of the
fund management company’s rights and obligations to the fund
1. The fund management company
shall terminate its rights and obligations to the fund in the following cases:
a) At the request of the board of
representatives of the fund which has been approved by the general meeting of
investors;
b) The fund management company’s
license for the establishment and operation is revoked;
c) Amalgamating or merging with
another fund management company;
d) Operating duration of the fund
ends.
2. The fund management company must
hold a general meeting of investors to take ideas about the termination of its
rights and obligations to the fund at least six (06) months before the time
planned to terminate such rights and obligations.
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Chapter VII
SUPERVISORY
BANK
Article 37. Criteria for
selecting the supervisory bank
The supervisory bank selected by
the fund management company must satisfy all requirements as provided in Clause
1 Article 98 of the Law on securities and have no involvement in the fund
management company.
Article 38. Rights and
obligations of the supervisory bank
1. Obligations of the supervisory
bank
a) Always act for the best
interests of the fund’s investors;
b) Bear liability for damage caused
to the fund from the bank’s mistake;
c) Supervise the management of the
fund’s assets by the fund management company in accordance with the law on
securities, relevant regulations and the fund's charter.
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e) Separate assets of the fund from
those of the fund management company, those of other funds, those of other
customers of the supervisory bank and those of the supervisory bank;
f) Ensure and bear liability for
assets of the fund in case of the appointment of secondary depository
institutions;
g) Supervise or calculate the NAV
of the fund [frequency] in conformable with the law and the fund’s charter,
ensuring that the fund's NAV is accurately calculated.
h) Settle securities transactions
in conformity with lawful instructions from the fund management company. The
supervisory bank is entitled to refuse such instruction if it has reasonable
grounds for determining that such instructions are unlawful or contrary to the
fund’s charter. In case of refusal, a written notice must be sent to the fund
management company, specify reasons of such refusal, and a copy of which shall
be sent to the SSC;
i) Perform the comparison between
assets of the fund and those of the fund management company in a regular
basis;
k) Make settlement for legitimate costs
of the fund according to lawful instruction of the fund management company,
ensuring such costs are in accordance with the law and provisions of the fund’s
charter;
l) Make settlement to the fund’s
investors when the fund management company redeems fund certificates from
investors, or when the fund distributes profits to investors, or the fund
liquidates its assets in case of dissolution, or in other cases as regulated by
the law and the fund’s charter. Such settlement shall be made according to
legitimate instructions of the fund management company provided that it must be
in conformity with provisions of the fund’s charter;
m) Keep a separate record book on changes
of total issued certificates, the number of fund certificates owned by each
investor, name, address, nationality, and other address and identification
information of such fund certificate holder, and update any changes (if any) in
a timely manner;
2. Rights of the supervisory bank
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1. The supervision is limited to
the fund management company's activities relating to the fund over which the
bank exercises its supervisory function. During the supervision, the
supervisory bank shall:
a) Cooperate with the fund
management company to periodically check internal process on principles and
methods for determining the NAV of the fund; inspect and supervise the
determination of the fund’s NAV; and ensure that the NAV of one fund unit is
calculated correctly and accurately in compliance with the law and the fund’s
charter.
b) Supervise investment activities
and asset transactions of the fund, including assets that are not securities centrally
registered at the Vietnam Securities Depository; supervise the asset
transactions made between the fund and the fund management company, and
relevant individuals. When violations of law are discovered, the supervisory
bank shall immediately report them to the SSC and notify the fund management
company within twenty-four (24) hours from the discovery of the violations, and
request the correction or take action to remedy the consequences caused by such
violations within a limited period of time;
c) Supervise the process and verify
results of the merger, consolidation, dissolution of the fund and liquidation
of the fund's assets;
d) Supervise and ensure the
legitimacy, and only use the fund’s assets to make settlement for costs in
accordance with the law and provisions of the fund’s charter;
e) Supervise other activities of
the fund management company during its management of the fund’s assets in
accordance with Article 98 of the Law on securities and the fund’s charter.
2. The supervisory bank must
prepare and archive documents in both hard copies and electronic files for a
period of ten (10) years for certifying that the compliance of the supervisory
bank during its supervision over the fund management company with law as prescribed
in Annex 19 enclosed with this Circular. These documents must be provided at
the written request of the SSC.
3. The supervisory bank must
adequately, promptly, and accurately provide necessary information to the fund
management company and approved auditing firm so that they can sufficiently
exercise their rights and fulfill their obligations to the fund in accordance
with law and the fund's charter.
4. The supervisory bank shall
reserve the right to inspect the fund management company, examine and appraise
the capacity of the computer system and computer software, request the fund
management company to promptly provide their procedures for asset management,
internal control, risk management, valuation handbook, procedures of receiving
and executing orders from investors and necessary information related to the
management of the fund’s assets in order that the supervisory bank may fulfill
their rights and obligations to the fund as prescribed by the law.
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6. If the fund management company
must pay compensation for losses to investors, the supervisory bank must
coordinate with the fund management company to promptly and completely carry
out settlement procedures in accordance with lawful instructions from the fund
management company. The supervisory bank shall jointly bear liability and make
compensation to investors and the fund for losses arising from its failure to
fully and promptly supervise the fund’s investment activities and the
determination of the fund’s NAV and other supervisory activities as regulated
by the law. The rate of compensation depends on the civil agreements between
the fund management company and the supervisory bank.
Article 40. Termination of the
supervisory bank’s rights and obligations to the fund
Chapter VIII
RELATED
SERVICE PROVIDERS
Article 41. Authorized
activities (outsourcing services)
Article 42. Criteria for
selecting related service providers
1. Criteria on competence, system,
personnel, experience and professionalism.
2. Criteria on organizational
structure of the unit in charge of providing related services of the authorized
provider, operational procedures, and the system for reporting and approving
reports;
Article 43. Responsibilities of
related service providers
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2. Scope of operation, functions
and duties of authorized parties.
3. Requirements on documents,
records and database;
4. The authorized party must
perform authorized works in an effective and careful manner, and keep
information relating to investors and other partners of the fund management
company confidential;
5. The authorized party shall
provide the fund management company with independent auditors’ reports on
authorized contents to serve the inspection by the fund management company.
Article 44. Responsibilities of
the fund management company for authorized activities
1. The authorization shall not
reduce or change responsibilities of the fund management company towards the
fund.
2. Before entering into service
contracts with any authorized party, the fund management company must carry out
the due diligence, examine facilities and information technology system of such
authorized party, ensuring that it has operational process, personnel and
systems capable for performing authorized works, including the internal control
system, facilities, technical solutions, disaster recovery system, hot stand-by
system, experienced and skilled staff, etc.;
3. Carry out the inspection in a
regular basis to ensure that the authorized contents have been prudently and
safely performed in conformity with the law and this charter, and the quality
of services provided by the authorized party is in conformity with criteria and
requirements of the fund.
4. The fund management company is
entitled to employ independent consultants or services provided by other
professional organizations that are operating under the law to fulfill this
regulated duty.
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6. Establish process and system to
ensure that the fund management company, independent auditing firms and the
state competent authorities are able to access necessary information for
supervising the authorized activities, appraising and managing risks arisen
from such activities at any times.
7. The fund management company
shall be liable for its authorization. The fund management company must ensure
the continuity of authorized activities, avoiding the interruption and
influence on investment activities of investors;
8. Provide relevant information to
the authorized party in a sufficient, timely and accurate manner in order that the
authorized party can fully and timely fulfill its rights and duties in the
scope of authorization;
9. Store instructions, requests and
documents sent to the authorized party for performing authorized activities in
a sufficient, prompt and accurate manner.
10. On the annual basis, the fund
management company must prepare reports on the evaluation of results of authorized
activities with the following contents:
a) Costs paid to the authorized
parties in comparison with profit, income and total operating costs of the
fund;
b) Effects (if any) of authorized
activities on profit and level of risks of the fund;
c) Total costs for performing
authorized activities paid to the authorized party (if there are many services
provided to the fund management company);
d) Evaluate the maintenance of the
internal control system, risk management system, information security,
facilities, hot stand-by system, disaster recovery system, etc. of the
authorized party, ensuring that the authorized activities shall be thoroughly performed,
not causing the influence on investment activities of investors.
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Chapter VIII
DISTRIBUTORS
AND NOMINEE AGENTS
Chapter IX
AUDITING,
ACCOUNTING AND REPORTING
Article 46. Criteria for
selecting and changing auditing firm
Article 47. Fiscal year
The fiscal year is the period of
twelve months, starting on the 01st of January and ending on the 31st of
December of a calendar year. The first fiscal year of the fund shall starts
from the date on which the certificate of fund establishment registration is
issued by the SSC and ends in December 31st of that year.
Article 48. Accounting policy
The fund shall apply the accounting
policy of Vietnam and comply with other regulations promulgated by the
competent authorities on the accounting affair of the fund.
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Article 50. Other reports
Chapter X
THE
NET ASSET VALUE (NAV) OF THE FUND
Article 51. Determination of the
NAV
1. The fund management company is
responsible for determining the NAV of the fund and the NAV of a given fund
unit on the basis of the market price, or the reasonable price (if there is no
market price) of the assets in the investment portfolio of the fund.
2. The supervisory bank shall
confirm the NAV of the fund and the NAV of one fund unit. The confirmation
must be provided in writing or by computer read-out via the electronic
information system of the supervisory bank approved by the fund management
company. If the valuation was not conducted correctly, the supervisory bank
must notify and request the fund management company to amend such valuation
within twenty-four (24) hours.
3. Within two (02) days as of the valuation
date, the NAV of the fund and the NAV of one fund unit must be announced on the
websites of the fund management company and distributors, related service
providers and distributors, and on other means of mass media in accordance with
the regulations on disclosure of information on the securities market.
4. The fund management company is
permitted to authorize a related service provider to determine the NAV of the
fund and the NAV of one fund unit on the basis of prices provided by quotation
service providers. The fund management company must supervise and ensure the valuation
made by the related service provider is in consistent with law and that the NAV
is determined accurately.
5. The determination of the NAV of
the fund must be made on the periodical basis of…….. and the NAV must be
announced on means of mass media for investors’ reference after the supervisory
bank has granted the confirmation of such determination of the NAV and valid
until a new notice is granted.
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Article 52. Methods for determining
the NAV of the fund
Article 53. Procedures for
determining the value of assets of the fund
The NAV must be determined by a
rational valuation principles in conformity with provisions of the SSC [specify
the method for valuation as regulated]
Article 54. Indemnifying investors
and the fun for losses
1. The fund management company is
liable to indemnify the fund and investors for losses sustained from fund
certificate transactions when the NAV of the fund is determined incorrectly in
a significant level of variation, which is deemed to occur as follows:
a) There is a variation of 0.75% or
more in the NAV in the case of a bond fund;
b) There is a variation of 1.00% or
more in the NAV in other cases.
2. If the fund was undervalued, the
amount of compensation payable to the fund and investors shall be determined as
follows:
a) If the investor purchased fund
certificates before the incorrect valuation period and sold them within such
period, the amount of compensation shall be based on the level of variation and
the number of fund units sold by such investor;
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3. If the fund was overvalued, the
level of compensation payable to the fund and investors shall be determined as
follows:
a) If the investor purchased fund
certificates within the incorrect valuation period and maintains his ownership
of such fund certificates after the incorrect valuation period, the level of
compensation shall be based on the level of variation and the number of fund
units which have been purchased and are still under the ownership of such
investor after the incorrect valuation period;
b) For the fund, the amount of
compensation shall be based on the level of variation and the number of fund
units which have been issued before the incorrect valuation period but redeemed
within such period by the fund.
Article 55. Principle and
criteria for selecting or changing quotation service providers
Chapter XI
PROFIT
AND MANAGEMENT COSTS
Article 56. The fund’s profit
1. The fund management company
shall distribute profit of the fund to investors in accordance with provisions
in the fund’s charter and the policy on profit distribution announced in the
prospectus. The profit distributed shall be extracted from the remaining
profit of the fund. The fund management company is only permitted to
distribute profit of the fund after it has completed or has adequate financial
capacity to complete tax obligations and other financial obligations as
required by law; has established sufficient funds in accordance with the fund’s
charter; and even after the proposed amount of profit is distributed, the fund
will still be able to ensure the settlement of debts and other financial
obligations when they fall due. The schedule and plan on profit distribution
must be publicly announced in the prospectus and on the website of the fund
management company.
2. Profit may be distributed in
cash or by fund units. The profit distribution made in the form of fund units
must be agreed by the general meeting of investors or the board of
representatives of the fund (if the latest general meeting of investors
authorized the board of representatives of the fund to decide in accordance
with the fund's charter) or allowed by the fund’s charter and the prospectus.
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4. After distributing profits, the
fund management company shall send reports to each investor on the fund’s
profit distribution, including the following contents:
a) The method of profit
distribution (in cash or by fund units);
b) Total profit during the period
and accumulated profit, details of each profitable item;
c) The value of profit distributed,
the number of fund units issued for the purpose of profit distribution (if
profit distribution is made in form of fund units);
d) The NAV of a fund unit before
and after the profit distribution;
e) Impacts on the NAV of the fund.
5. Other cases as prescribed in the
fund's charter.
Article 57. The fund’s operating
expenses
1. Asset management fee, paid to
the fund management company.
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3. Fund management service expense,
transfer agent service expense and other expenses which the fund management
company must pay to related service providers.
4. Auditing expenses, paid to
auditing firms.
5. Expenses of legal consultancy
service, quotation service and other reasonable services, and remuneration paid
to the board of representatives of the fund.
6. Expenses of drafting, printing
and sending the prospectus, summary prospectus and financial statements,
transaction confirmations, account statements and other documents to investors;
expenses of disclosing information by the fund and expenses of holding general
meetings of investors and meetings of the board of representatives of the fund;
7. Expenses related to conducting
the fund’s asset transactions.
Chapter XII
FUND RESTRUCTURING
Article 58. Requirements on the
fund consolidation and merger
1. The fund consolidation and
merger shall be performed in the cases regulated by the law and approved by the
general meeting of investors.
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Article 59. Requirements on the
fund division
1. The fund division must be
approved by the general meeting of investors and performed in the following
cases:
a) The fund management company is
unable to determine the NAV of the open-ended fund on the date of determining
the price for redeeming open-ended fund certificates because the Stock Exchange
decides to suspense securities transactions in the fund’s investment portfolio;
b) Other cases as stipulated in the
fund’s charter or as considered necessary by the SSC.
2. The fund division must be
approved by the SSC.
Article 60. Requirements on the
fund dissolution
1. A fund shall be liquidated and
dissolved in the following cases:
a) The fund management company is
dissolved, declared bankrupt or its establishment and operation license is
revoked and the board of representatives of the fund fails to establish a replacement
fund management company within two (02) months from the date on which one of
such events happens;
b) The supervisory bank is
dissolved or declared bankrupt; or unilaterally terminates its supervision
contract or the same is terminated by the fund management company; or the
certificate of registration of the securities depository operation of the
supervisory bank is revoked and the fund management company fails to establish
a replacement supervisory bank within two (02) months from the date on which one
of such events happens;
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d) The fund is dissolved according
to the decision of the general meeting of investors;
e) The NAV of the fund falls below
ten (10) billion dongs in six (06) consecutive months;
f) Other cases as prescribed in the
fund's charter.
2. The fund liquidation and
dissolution shall be performed as regulated by law.
Chapter XV
SETTLEMENT
OF CONFLICT OF INTEREST
Article 61. Managing the conflict
of interest between this fund and other funds, entrustment investors of the
fund management company, and between the fund and the fund management company.
1. The fund management company
must:
- Separate investment strategies
and objectives of each fund managed by the fund management company;
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2. All securities transactions made
by members of the board of directors, members of the executive board, president
of the fund management company, members of the board of directors, members of
the board of controllers, controllers, fund managers and employees of the fund
management company must be reported and controlled in accordance with the
fund’s charter and current laws;
3. Establish internal control
system, risk management system and system for supervising the conflict of
interest in the fund management company.
Chapter XVI
INFORMATION
ANNOUCEMENT AND AMENDMENT, SUPPLEMENTATION OF THE FUND’S CHARTER
Article 62. Information
announcement and provision of information to investors
Article 63. Amendment,
supplementation of the fund’s charter
Article 64. Registration of the
fund’s charter
Article 65. Implementation
The fund’s charter is enclosed with
the following annexes:
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Annex No. 1.2. COMMITMENT OF THE
SUPERVISORY BANK
Annex No. 1.3. GENERAL
COMMITMENT OF THE FUND MANAGEMENT COMPANY AND THE SUPERVISORY BANK
Annex
No. 1.1
COMMITMENT
OF THE FUND MANAGEMENT COMPANY
The fund management company …..
License for establishment and
operation No. …. Issued by the State Securities Commission of Vietnam (SSC)
on...............................[date] The fund management company undertakes
to fulfill the following commitments to the fund………….:
1. Strictly comply with the law and
the fund’s charter regarding fund management activities.
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3. Ensure that a supervisory bank
is employed at all times to work for the fund’s interests.
4. Pay fees to the supervisory bank
and other related service providers as prescribed in the fund's charter.
5. Provide the following
information to the supervisory bank on a periodical basis:
a. Reports on operating situation
and financial statements of the fund, ledgers of investors and the quantity of
fund certificates owned by investors;
b. Reports relating to the fund or
assets and investment portfolio of the fund;
c. Evaluation of the NAV of the
fund and the NAV of one fund unit;
d. Information relating to the
fund’s operation and other obligations.
6. Provide free of charge or with reasonable
fees copies of the fund’s charter (and enclosed annexes and the prospectus (and
enclosed annexes) to investors at their request.
7. Not to make investment in
securities or assets from which the fund management company or individuals
related to the fund management company shall directly gain or involve in
interests, except for the cases as permitted by the law.
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9. Fulfill the valuation and
accounting works of the fund in a honest, accurate and timely manner.
10. Provide free of charge or with
reasonable fees copies of annual reports and other reports of the fund to
investors at their request.
11. Provide free of charge or with
reasonable fees copies of annual reports of the supervisory bank on the
evaluation of the fund management by the fund management company to investors
at their request.
12. Ensure that the information
announced by the fund management company or its representative is sufficient,
genuine and accurate, not missing out events affecting investors’ rights and
benefits and those affecting contents of announced information, not missing out
the information required to be announced as regulated by law and not causing
misunderstanding to investors.
13. Sufficiently provide necessary
information to the independent auditing firm for fulfilling auditing works in
an effective and timely manner.
14. Promptly report to the SSC if
there is a difference between the result of the fund management company and
that of the supervisory bank in the comparison of credits/debits of the fund.
15. Convene the general meeting of
investors in accordance with the law.
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(Signature,
specify full name and seal)
Annex
No. 1.2
COMMITMENT
OF THE SUPERVISORY BANK
Supervisory bank:…….
Number of the operation
license:………………….. Issuing authority:………………. Issued date:………….
Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]
The supervisory bank undertakes:
1. To strictly comply with the law
and the fund’s charter regarding its supervision activities.
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3. Perform duties of the
supervisory bank to the fund in a wholehearted, honest and cautious manner.
4. Deposit, make settlement,
maintain and supervise assets and securities of the fund on behalf of
investors; compare the supervisory bank's record of credits/debits with that of
the fund management company on monthly basis and report to the SSC if there is
a difference between records of credits/debits.
5. Separate assets of the fund from
those of the supervisory bank, those of the fund management company and those
of other funds, and those of other customers of the supervisory bank;
6. Supervise the investment
portfolio of the fund, the valuation of assets of the fund, determination of
the NAV of the fund and that of a fund certificate unit in accordance with the
applicable law and provisions in the fund’s charter.
7. Ensure the fulfillment of
supervision duties so that the fund management company cannot misuse its position
to perform activities that generate direct or indirect interests to the fund
management company or relevant individuals or cause damage to legitimate
interests of investors.
8. Ensure that the fund is annually
audited by an independent auditing firm.
(General)
Director of the supervisory bank
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Annex
No. 1.3
GENERAL
COMMITMENT OF THE FUND MANAGEMENT COMPANY AND THE SUPERVISORY BANK
The fund management company …..
License for establishment and
operation No. …. Issued by the State Securities Commission of Vietnam (SSC)
on...............................[date]
Supervisory bank:…….
Number of the operation
license:………………….. Issuing authority:………………. Issued date:………….
Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]
1. Jointly commit to fulfill all
obligations to protect legitimate interests of investors.
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3. Jointly commit to exercise
voting rights for issues relating to the ownership of stocks/capital contributed
by the fund for the benefits of investors in general meetings of shareholders
of issuers or boards of members of companies to which the fund contributed
capital.
4. Jointly undertake not to receive
any remuneration, profit or interest from the performance of transactions
related to the fund’s assets or other assets, which are not regulated in the
fund's charter or prospectus.
(General)
Director of the fund management company
(Signature,
specify full name and seal)
Authorized
representative of the supervisory bank
(Signature,
specify full name and seal)
Annex No. 03
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(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
(cover
page)
The fact the State Securities
Commission of Vietnam (SSC) grants the license for issuance of fund
certificates means the application for the fund establishment and issuance of
investment fund certificates has been carried out in accordance with
regulations of relevant law, and does not imply that contents of the
prospectus, and investment objectives and strategies of the fund are
guaranteed.
THE
PROSPECTUS OF THE OPEN-ENDED FUND
1. Name of the fund, number of the
establishment license;
2. Type of the fund:
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4. Effective period of the
prospectus
5. Heading of the prospectus
6. The prospectus announces the
following contents:
“The securities investment fund
described in this prospectus is established under the law on securities No.
70/2006/QH 11 approved by the National Assembly of the Socialist Republic of Vietnam on June 29, 2006, and guidance documents. This prospectus is registered at
the SSC on………………. [ date]
7. Full name, position and address
of the individual in charge of announcing information.
8. Places where the prospectus, periodical
reports on operating results and financial statements are provided, and form of
providing these documents (head office, company’s branches, website, etc);
(cover
page)
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Page
Individuals who bear primary
responsibility for the contents of the prospectus
Terms/definitions
Investment opportunities
Information about the fund
management company
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Information about the
supervisory bank planned
Information about related
organizations
Information about the
investment fund
General information about the
fund
Summarized fund’s charter
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Investment objectives,
policies and limits
Fund certificate transactions
Fees, charges
Profit distribution and tax policies
General meeting of investors
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The board of representatives
of the fund
The fund management company
The supervisory bank
Management of risks of the
fund
Initial public offering and
follow-on offering
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The fund’s operating situation
Financial statements
Fees, charges and bonuses due
to satisfactory operating results
Operational targets
Forecast of business results
of the fund
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Conflict of interest
Report regulations
Contact address for replying
to queries of investors
Commitment
Enclosed annexes
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CONTENTS OF THE PROSPECTUS
I. INDIVIDUALS WHO BEAR PRIMARY
RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS
1. The fund management company
Mr./Mrs.: ……………………….. Position:
Chairman/Chairwoman of the board of directors
Mr./Mrs.: ……………………….. Position: (General) Director
Mr./Mrs.: ……………………….. Position:
Chief accountant
We undertake that the information
and figures in this prospectus are conformable with reality which we have
known, or investigated and collected in a proper way.
2. Supervisory bank
Legal representative:
Mr./Mrs.:……………………….Position:
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II. TERMS/DEFINITIONS
Terms/definitions used in the prospectus
shall be explained in this part.
III. INVESTMENT OPPORTUNITIES
1. Overview of the economy of Vietnam
2. Financial markets in Vietnam and investment opportunities
IV. INFORMATION ABOUT THE FUND
MANAGEMENT COMPANY
1. General information about the
fund management company
Name of the company:
Establishment and operation license
No.:
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Telephone: Fax:
Address of branch or representative
office (if any):
Operating duration (if any):
Charter capital:
Shareholders/members of the fund
management company:
- Description of founding
shareholders/members;
- Description of
shareholders/members who hold 5% or more of charter capital;
Description of the board of
directors/the board of members (organizational structure, brief description of
its members);
Description of the executive board
of the fund management company (organizational structure, brief description of
its members)
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2. Information about the
operating situation of the fund management company.
- Summarize the operating situation
of the fund management company (business results, financial situation, etc.) in
five (05) latest years up to the date on which the information is recorded in
the prospectus;- Funds managed by the company (specify the list of funds, name
and type of each fund, etc.);
- Requirements: specify origin,
time of providing the aforesaid information; specify information about the
operating situation of the fund management company in the past, and such information
does not imply that the operating capacity of the fund management company in
the future is guaranteed;
- The information, both in the past
and present, about the operating situation and managerial experience of the
fund management company and the operating situation of other funds managed by
such fund management company shall be not provided in the prospectus to serve
for any separate purpose, or with the tendency to exaggerate achievements and conceal
failure.
V. SUPERVISORY BANK
Name of the bank:
Establishment license No.:
(enclosed with the copy thereof)
Certificate of registration of
depository operation No.:
Head office:
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Operating duration (if any):
Main sectors of operation
(Enclosed with the supervision
contract signed by and between the fund management company and the supervisory
bank)
VI. AUDITING FIRM
Name of the auditing firm:
Establishment license No.:
(enclosed with the copy thereof)
Place of establishment:
Head office:
Telephone: Fax:
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(enclosed with auditing contract
signed by and between the fund management company and the auditing firm).
VII. FUND CERTIFICATE
DISTRIBUTORS
The list of fund certificate
distributors includes:
Name:
Address:
Number of certificate of authorized
distributor:
Locations for the distribution of
fund certificates:
VIII. AUTHORIZED ORGANIZATION
(authorized services include:
investment fund management service, transfer agent service and other services
as regulated by the law)
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- Name and address of the head
office;
- Establishment and operation
license No.:
- Operating duration:
- Main sectors of operation
- Scope of authorized service
(specify provisions of relevant contract)
- Expenses payable………………………….
Method of payment
(enclosed with the service contract
signed by and between the fund management company and the authorized
organization).
IX. INFORMATION ABOUT THE
INVESTMENT FUND
1. General information about the
fund
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1.2. Registration form of issue.
1.3. The fund’s establishment and
operation license.
1.4. Nature and operating duration of
the fund (if any).
2. The fund's charter in the
initial public offering and the fund’s charter updated in the following
announcement of prospectus (in case of change).
Summary of the fund’s charter with
the following main contents:
2.1. General provisions
2.2. Provisions on investment
objectives, policies and limits
- Investment objectives
- Investment strategies
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- Investment structure
- Investment limits
- Lending and borrowing, resale and
repurchase, and margin trading
- Investment selection methods
- Principles and methods for
determining the NAV of the fund
2.3. Specific characteristic of
investment fund certificates
- Investors
- Rights and obligations of
investors
- Ledgers of fund certificate
ownership
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- Consolidation, merger,
liquidation and dissolution of the fund, and rights of investors in cases of
the fund liquidation and dissolution
2.4. Regulations on fund
certificate trading:
- Procedure for receiving sell
orders, and requirements on the execution of sell orders
- Procedure for receiving buy
orders, and requirements on the execution of buy orders
- Procedure for receiving switching
orders, and requirements on the execution of switching orders
- The fund certificate trading
suspension and the execution of a part of trading orders
2.5. Principle for determining trading
price of fund unit
- Frequency for valuation and
methods for determining trading price of a fund unit
- Types of the announcement of the
information about trading prices, Place and frequency of the information announcement
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2.6. Information about fees paid by
the fund
- Management fees
- Supervision fees
- Other fees in conformity with the
law
- Fees and costs recorded as fund-related
items; fees and costs paid by investors
2.7. Profit distribution and tax
policies- Methods for determining and distributing profits of the fund;- Tax
policies: tax rate applied to the fund, personal income tax of investors
(method of payment: deducted at source or paid by relevant investor).
2.8: General meeting of investors
- Annual general meeting of
investors and extraordinary general meetings of investors
- Rights and duties of the general
meeting of investors;
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- Decisions made by the general
meeting of investors.
2.9. The board of representatives
of the fund
- Organizational structure of the
board of representatives of the fund (list of members of the board of
representatives of the fund);
- Criteria for appointing members
to the board of representatives of the fund;
- Rights and duties of the board of
representatives of the fund;
- Chairman of the Board of
representatives of the fund;
- Procedures for management of the
board of representatives of the fund;
- Suspension and deposition of
members of the board of representatives of the fund;
- Representatives of members to the
board of representatives of the fund;
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2.10. Criteria for selecting the
fund management company, rights and responsibilities of the fund management company
- Criteria for selecting the fund
management company;
- Rights and responsibilities of
the fund management company;
- Termination of rights and
obligations of the fund management company;
- Limitations on the operation of
the fund management company.
2.11. Criteria for selecting the
supervisory bank, rights and responsibilities of the supervisory bank
- Criteria for selecting the
supervisory bank;
- Rights and responsibilities of
the supervisory bank;
- Termination of rights and
responsibilities of the supervisory bank.
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3. Risks of investing in the
fund
3.1. Market risk
3.2. Interest rate risk
3.3. Inflation risk
3.4. Liquidity shortage risk
3.5. Legal risk
3.6. Credit risk
3.7. Risk of conflict of interest
3.8. Risks related to specific
investment products (depending on types of assets in which the fund planned to
invest).
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3.10. Other risks
4. Other investment information
X. INITIAL PUBLIC OFFERING AND
FOLLOW-ON OFFERING OF FUND CERTIFICATES
1. Legal grounds
2. Initial public offering plan
- Name of the fund:
- Type of the fund:
- Operating duration of the fund:
- Investment objectives/strategies:
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- Investment products planned:
- Process of controlling investment
risks:
- Investment structure:
- The number of fund units planned
to offer (or the maximum and minimum number of fund units planned to offer):
- Period of the initial public
offering, extension of the period for offering fund certificates:
- Face value:
- Offering price:
- Currency unit:
- Minimum registration quantity:
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- Face value:
- Period for confirming transactions
of investors;
- Method and form of settlement;
- The date of the follow-on
offering planned upon the end of the initial public offering;
- Offering location and
distributors;
- Partners related to the offering.
3. Follow-on offering of fund
certificates
- Time of the follow-on offering of
fund certificates after the initial public offering:
- Trading date:
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- Sell price:
- Minimum quantity registered for
buy/sell:
- Time of closing transactions:
- Period for confirming transactions:
- Period for making settlement to
investors
- The fund’s trading frequency:
- Trading method:
- Cancellation of trading order:
- Fund certificate switching transactions:
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- Locations and distributors:
3. Announcement of the net asset
value and trading situation
Methods and time for determining
the NAV of the fund.
Means and address for announcing
the NAV, results of latest fund certificate trading and the number of
outstanding fund certificates.
XI. THE FUND’S OPERATING
SITUATION
1. Financial statements (updated
annually)
2. Fees, charges and bonuses due
to satisfactory operating results
a) Initial public offering fee.
b) Redemption fee.
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d) Management fee.
e) Switching fee.
f) Supervision and depository fees.
g) Other fees and charges (auditing,
tax consultancy, valuation fees, etc.)
h) Other information.
3. Operational targets
3.1. Operating expense ratio of the
fund
3.2. The fund’s portfolio turnover
rate
4. Method for calculating
earnings and plan for profit distribution of the fund
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5. Forecast of business results
of the fund
Forecast and estimation of general
situation of the economy, securities market, economic development trends, etc.
may be specified in the prospectus provided that such forecast and estimation
do not imply that the fund's business result in the future is guaranteed. Grounds
for making such forecast shall be also included in the prospectus.
6. Time and location of
providing reports on operating results of the fund
XII. CONFLICTS OF INTEREST
(Specify principles for settling conflicts of interest that may occur)
XIII. PROVISION OF INFORMATION
TO INVESTORS AND REPORTING REGULATIONS
Specify obligations of the fund
management company and the supervisory bank in providing the prospectus,
financial statements and reports on operating results on the quarterly and
annual basis to investors of the fund.
XIV. CONTACT ADDRESS FOR
REPLYING TO QUERIES OF INVESTORS
Specify address and telephone
number in order that investors may contact the fund management company to put
queries relating to the fund.
XV. COMMITMENT
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XVI. ENCLOSED ANNEXES
1. Annex on the procedure and
guidance on the registration for trading fund certificates
2. Registration form for
buying/selling fund certificates
3. Places where the prospectus is
provided
4. Draft of the charter of the
investment fund
5. Other annexes
(General)
Director of the fund management company
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Annex No. 04
FORM OF THE SUMMARY PROSPECTUS OF THE OPEN-ENDED
FUND
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
(cover
page)
The fact the State Securities
Commission of Vietnam grants the license for issuance of fund certificates
means the application for the fund establishment and issuance of investment
fund certificates has been carried out in accordance with regulations of
relevant law, and does not imply that contents of the prospectus, and
investment objectives and strategies of the fund are guaranteed.
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1. Name and type of the fund;
summary of investment objectives and strategies, operating duration (if any) of
the fund, types of investors that are objects of the fund’s offering.
2. Information about the fund
management company, the supervisory bank, the auditing firm, the list of distributors,
authorized organizations (if any) and the list of members of the board of
representatives of the fund.
3. Previous investment results of
the fund (if any), enclosing with reminders of caution that the information
about previous investment results is used for reference only, and the profitability
or capital recovery of investments in the fund is not guaranteed.
4. General guidance on making
investment in the fund, including contents related to procedures for offering
of additional fund certificates, redemption and switching of fund certificates;
redemption of a part of the fund certificate and fund certificate trading
suspension; issuance fee (if any); redemption fee (if any); and switching fee
(if any).
5. Types of taxes, fees and charges
paid by the fund; Types of taxes, fees and charges paid by investors.
6. Basic information about
procedures, methods, schedule and time of distributing the fund's profits.
7. Basic information about potential
risks when making investment in the fund.
8. Regulations on the announcement
of information, forms of providing information and documents related to the
fund to investors; address, time and form of contact for learning about the
fund.
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Application for the distribution of fund
certificates
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
.......,
…………………..[date]
APPLICATION
FOR THE DISTRIBUTION OF OPEN-ENDED FUND CERTIFICATES
To:
The State Securities Commission of Vietnam
Pursuant to the law on securities;
Pursuant to the Circular No.
183/TT-BTC dated December 16, 2012 of the Minister of Finance providing the
guidance on the establishment and management of the open-ended fund;
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1. Official name in full of the
bank/company
2. Trading name of the bank/company
3. Official address of the head
office of the bank/company
4. Trading address, telephone
number, fax number
5. Scope and contents of operation
of the bank/company stated in the application for the distribution of
open-ended fund certificates
6. Name, date of birth and
nationality of the Chairman of the Board of Directors and General Director
General
Director/ Director of the bank/insurer
(signature,
seal and full name)
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Annex No. 06
Power of attorney granted to the head office,
branch or transaction office to distribute fund certificates
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
POWER OF ATTORNEY GRANTED TO THE HEAD OFFICE, BRANCH OR TRANSACTION OFFICE OF THE
BANK/ BRANCH OF THE INSURER TO DISTRIBUTE FUND CERTIFICATES
Bank/Insurer……………………….
Address:…………..
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Head office/ Branch/ Transaction office
………………
Address:…………..
To perform the distribution of
open-ended fund certificates.
Head office/ Branch/ Transaction
office ………………shall fulfill the following obligations:
- Comply with the laws on
securities and securities market;
- Perform authorized works and send
reports to the Bank/Insurer……. on works related o the distribution of
open-ended fund certificates;
- Bear responsibility before the
Bank/Insurer……. for the distribution of open-ended fund certificates within the
scope of authorization.
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General
Director/ Director
(Signature,
specify full name and seal)
Annex No. 07
Personal information form
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
INFORMATION
FORM
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Alias (if any):
2. Date of birth:
3. Place of birth:
4. Number of ID Card (or passport,
or other personal identity paper):
5. Nationality:
6. Place of permanent residence:
7. Place of current residence:
8. Contact address (regular):
9. Telephone, fax, email:
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11. Professional level:
12. State official Public
employee Other
13. Political attitude:
Party member Being
not yet a party member
14. Process of education and
professional training
Period
Training
facility
Training
major
Award
and commendation
...
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15. Working process (detailing jobs
and working positions, performance at each working position):
Period
Place
of work
Position/Duties
...
...
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Award
and commendation
Discipline
16. Expected position in the
section in charge of distributing fund certificates/the board of
representatives of the fund:
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18. Relatives of the informant (spouse,
father, adoptive father, mother, adoptive mother, children, adopted children,
siblings, etc.)
Full
name
Date
of birth
ID
number
Permanent
residence
Occupation
Position
Spouse:
...
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Father:
...
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Children
...
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Siblings:
I guarantee the integrity and
accuracy of contents of this form and I shall be liable for the same.
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Informant
(Signature
and full name)
Annex No. 08
Description of material and technical facilities,
and the personnel serving the distribution of open-ended fund certificates
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
DESCRIPTION
OF MATERIAL AND TECHNICAL FACILITIES, AND THE PERSONNEL SERVING THE
DISTRIBUTION OF OPEN-ENDED FUND CERTIFICATES
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Address of the head office of the
distributor:
1. List of locations for distributing
fund certificates
No.
Distribution
location
Head
office’s address
Number
of the establishment and operation license...... /Decision on the
establishment of transaction office
...
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2. Computer system and equipment
to support the distribution of fund certificates:
No.
Distribution
location (specify address)
Quantity
of computers
Quantity
of telephones
Quantity
of fax machines
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- Planned methods for storing and
processing the information about investors;
- Methods for providing information
to investors, head offices of the distributor, the fund management company, the
supervisory bank and other related organizations (via the computer system,
telephone, telex, fax, etc.);
- Specify features, uses, status
and technological levels of employed equipment and the distribution of this
computer system at the working place.
3. Personnel
No.
Full
name
ID
Number
Type/Number
of securities practice license
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Distribution
location (specify address, telephone, fax, telex, etc.)
We undertake:
1) To be liable for the integrity
and accuracy of the aforesaid contents;
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General
Director/ Director of the Bank/Insurer
(signature,
seal and full name)
Annex No. 09
Form of the certificate of the fund
establishment registration
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
----------------
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CERTIFICATE
OF FUND ESTABLISHMENT REGISTRATION
To:
The State Securities Commission of Vietnam
We are:
- The fund management company
(specify official name of the company in full in printed capital letters)
- Number of the establishment and
operation license:. …. Issued by the State Securities Commission of Vietnam
(SSC) on...............................[date]
- Legal representative:
- Head office’s address:
- Telephone:……….. Fax:……
We do request the SSC to grant a
certificate of the fund establishment registration with the following contents:
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2. Name in English (if any):
3. Abbreviated name:
4. Supervisory bank:
5. Related service organizations (specify
each organization and authorized activities):
6. Number of Certificate of the
public offering of fund certificates: Issued by the State Securities Commission
of Vietnam (SSC) on...............................[date].
7. The fund’s operating duration
(if any):
8. The fund’s charter capital:
9. The quantity of fund units:
10. The net asset value or maximum
quantity of outstanding fund units (if any):
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We undertake to bear legal
liability for the integrity and accuracy of the contents of the application for
the fund establishment registration and documents enclosed herewith.
Enclosed documents
(Specify all documents)
(General)
Director of the fund management company
(Signature,
specify full name and seal)
Annex No. 10
Report on results of the public offering of
open-ended fund certificates
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(Certificate
of the public offering No……/GCNDKCB issued by the State Securities Commission
of Vietnam (SSC) on...............................[date])
To:
The State Securities Commission of Vietnam
We are:
- The fund management company
(specify official name of the company in full in printed capital letters)
- Number of the establishment and
operation license:. …. Issued by the State Securities Commission of Vietnam
(SSC) on...............................[date]
- Legal representative:
- Head office’s address: ……………. Telephone:…………
Fax:……
- The supervisory bank (specify
official name of the bank in full in printed capital letters)
- Certificate of registration of
securities depository operation No. …. issued by the State Securities
Commission of Vietnam (SSC) on...............................[date]
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- Head office’s address:
Telephone:……….. Fax:……
I. Fund certificate offered for
sell:
1. Name of the fund:
2. Name of the fund certificate
offered for sell
3. Type of the fund
4. Face value
5. Offering price
6. The number of fund certificates
registered for offering
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8. Date of starting the offering
9. Date of ending the offering
10. Period for registering the
buying of fund certificates: from……..[date] to…………. [date]
II. Name of underwriter (if any)
1. Name of the financial
underwriter
2. Name of other underwriters and
the quantity of underwritten fund certificates
3. Underwriting fees
III. Distributors
1. List of distributors and their
address
...
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IV. Offering results
1. Total fund certificate units
distributed:……, accounting for ….% of total fund certificate units permitted to
be offered (if any) or accounting for ….% of total fund units planned to be
offered in the initial public offering:
2. Total proceeds from the sale of
fund certificates:
3. Total expenses:
- Underwriting fees
- Fees paid to distributors
4. Structure of investors:
No.
Trading
method
...
...
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Quantity
of fund certificates
Holding
Domestic
investors
Foreign
investors
Total
Held
by domestic investors
Held
by foreign investors
Total
Held
by domestic investors
...
...
...
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Total
1
Direct trading
...
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2
Trading via nominee agent
...
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Authorized
representative of the supervisory bank………….
(Signature,
specify full name and seal)
....,
…….[place], on………[date]
(General)
Director of the fund management company
(Signature,
specify full name and seal)
...
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Annex No. 11
List of nominee agents and investors
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
I. Nominee agents
No.
Full
name of nominee agent
Abbreviated
name
Number
of the establishment and operation license
Quantity
of investors
...
...
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Domestic
investors
Foreign
investors
Total
Held
by domestic investors
Held
by foreign investors
...
...
...
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...
...
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II. Investors
No.
Full
name or name of organization
ID
number/ Number of business registration certificate
Address
Account
No.
Trading
method
Quantity
Ownership
ratio
...
...
...
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...
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...
...
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(Signature,
specify full name and seal)
....,
…….[place], on………[date]
(General)
Director of the fund management company
(Signature,
specify full name and seal)
Annex No. 12
Notice of the investor’s changes
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
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NOTICE
OF CHANGE OF ……………
To:
The fund management company…….
I am:
Full name of the investor/name of the
institutional investor (specify name of the individual or institutional investor
which is recorded in ID Card/Passport or the establishment license/business
registration certificate in printed capital
letters):..................................
Number of owner’s certificate of
registration: ………………………………………
Issuing authority:…………………………………..
Issued date:………………………………
Head office’s address (which is
used in the establishment license/business registration certificate) or
permanent residence (which is used in passport):…………………
Telephone:…………………..
Fax………………………………………………
Email:…………………………. Website:
……………………………………
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I am a customer of the following
distributor (full name of the distributor)……………………
Distributor’s trading name:……………………………………..
Head office:
……………………………………………………………………..
Telephone:…………………………………………………………………….
Distribution location (specify full
name)……………………
Head office:
……………………………………………………………………..
Telephone:…………………………………………………………………….
Fund certificate trading account
number; or
Fund certificate trading
sub-account number, nominee account number
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No.
Content
of change
Initial
entry
Updated
entry
I
Non-commercial transactions
Previous
owner/ Number of account/sub-account (nominee account)
Quantity
New
owner/ Number of account/sub-account
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1.
Donation or inheritance
2.
Other types (detailing)
...
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II.
Change of the investor’s personal
information
1
The bank where the investor’s
account is opened
Name
of the bank
Account
number
Name
of the bank
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2
Head office/ contact address
3
Other changes (Number of ID
card/owner’s certificate of registration)
We undertake to be liable for the
integrity, sufficiency and accuracy of the contents of this notice of change
and documents enclosed herewith.
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Confirmation
of the distributor/nominee agent
(if
the investor conducts trading via nominee account)
Investor
(Signature,
specify full name and seal, applicable to the institutional investor)
Annex No. 13
Methods for determining values of assets
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
A – Values of assets
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Type
of asset
Principle for determining trading price in the market
Cash and cash equivalents,
money market instruments
1.
Cash (VND)
Cash balance on the date preceding
the valuation date
2.
Foreign currencies
Value exchanged to VND according
to current exchange rate announced at credit institutions that are permitted
to trade in foreign currencies on the date preceding the valuation date
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Term deposits
Value of deposits, plus unpaid
interests, up to the date preceding the valuation date
4.
Treasury bills, bank drafts,
commercial papers, certificates of deposit, negotiable certificates of
deposit, bonds and money market instruments
The purchase price, plus accrued
interests, up to the date preceding the valuation date
Bonds
5.
Listed bonds
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- In case there is no transaction
over a period longer than two (02) weeks prior to the valuation date, one of
the following prices shall apply:
+ The purchase price, plus
accrued interest; or
+ The face value, plus accrued
interest; or
+ The price determined by
employing the method approved by the board of representatives of the fund.
6.
Unlisted bonds
- The quoted price (if any)
announced on quotation systems, plus coupon interest rate, up to the date preceding
the valuation date; or
+ The purchase price, plus
accrued interest; or
+ The face value, plus accrued
interest; or
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Stocks
7.
Stocks listed on the Ho Chi Minh
City Stock Exchange
- The closing price on the latest
trading date prior to the valuation date;
- In case there is no transaction
over a period longer than two (02) weeks prior to the valuation date, one of
the following prices shall apply:
+ Book value; or
+ Purchase price; or
+ The price determined by
employing the method approved by the board of representatives of the fund.
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Stocks listed on the Hanoi Stock
Exchange
- The average trading price of
the latest trading day prior to the valuation date;
- In case there is no transaction
made within a period of more than two (02) weeks up to the valuation date,
one of the following prices shall apply:
+ Book value; or
+ Purchase price; or
+ The price determined by
employing the method approved by the board of representatives of the fund.
9.
Stocks of public companies that
have been registered for trading on the UpCom
- The average trading price of
the latest trading day before the valuation date;
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+ Book value; or
+ Purchase price; or
+ The price determined by
employing the method approved by the board of representatives of the fund.
10.
Stocks which have been registered
or deposited but not listed or registered for trading
- The average value determined on
the basis of quoted prices (the average trading price during the period) of
at least 03 quotation service providers that are not related to the fund on the
latest trading day prior to the valuation date.
- In case it is unable to obtain quoted
prices from at least 03 quotation service providers, one of the following
prices shall apply:
+ The average price determined on
the basis of quoted prices; or
+ The price announced on the
latest reporting period provided that it must be made within three (03)
months prior to the valuation date;
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+ Purchase price; or
+ The price determined by
employing the method approved by the board of representatives of the fund.
11.
Stocks which are suspended from trading
or delisted, or the registration for trading of which is cancelled.
One of the following prices shall
apply:
+ Book value; or
+ Face value; or
+ The price determined by
employing the method approved by the board of representatives of the fund.
12.
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One of the following prices shall
apply:
- 80% of the liquidation value of
such stocks determined at the date of preparing the latest balance sheet prior
to the valuation date; or
- The price determined by
employing the method approved by the board of representatives of the fund.
13.
Other shares or stakes
One of the following prices shall
apply:
+ Book value; or
+ Purchase price/ value of
contributed capital; or
+ The price determined by employing
the method approved by the board of representatives of the fund.
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14.
Listed derivatives
The closing price on the latest trading
date prior to the valuation date
15.
Listed derivatives which are not
traded over a period of longer than 2 weeks
The price determined by employing
the method approved by the board of representatives of the fund.
Other assets
16.
Other types of assets in which
the fund is permitted to invest
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Notes:
- Accrued interest refers to the
amount of interest that has accumulated from the last interest payment up to,
but not including, the valuation date;
- Book value of a share is determined
on the basis of the latest audited or reviewed financial statements.
- The organization in charge of
conducting the valuation can refer prices on bond quotation systems
(Reuteurs/Bloomberg/VNBF, etc.);
- The date stated in this part of
the annex is construed as the calendar date.
B- Global exposure from derivative
contracts
1) Global exposure refers to the
value exchanged to cash in which the fund is liable for performing the
contract. The global exposure is determined on the basis of the market value of
underlying asset, settlement risk, market fluctuations and period for
liquidating positions.
2) When calculating the global
exposure, the fund management company can apply:
- Principle of offsetting against net
derivative position (opposite) of the same underlying security, for example, the
long position of call option on security XYZ shall reduce (offset against) the
global exposure of the short position of call option on security XYZ;
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- Other principles in accordance
with the international practice, ensuring the risk management.
No.
Type
of asset
Global
exposure
1
Stock option (buying put option,
selling put option, selling call option)
2
The market value of option
position is adjusted by the option’s delta = Quantity of contracts x Face
value x Current market value of bonds x Delta ratio
3
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The market value of futures
position = Quantity of contracts x Value per index point x Current index rate
4
Bond futures contracts
The market value of futures
position = Quantity of contracts x Notional value x Market value of cheapest
to deliver bond
5
Other contracts
Employing the model which is jointly
selected and agreed by the fund management company and the supervisory bank,
and approved by the board of representatives of the fund
Annex No. 14
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(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
----------------
Application
for amending Certificate of fund establishment registration due to fund
consolidation, merger or division
We are: name of the fund management
company
Number of the establishment and
operation license+…. …. Issued by the State Securities Commission of Vietnam
(SSC) on...............................[date]
Kindly request the SSC to amend the
Certificate of fund establishment registration No………………….. Issued by the State
Securities Commission of Vietnam (SSC) on...............................[date]
I. Reason
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II. Causes
III. Merged/consolidating/divided
funds (detailing)
1. Name of securities investment fund:
……………
2. Charter capital: ……………….
3. The quantity of outstanding fund
units (determined at the date on which the last general meeting of investors of
the fund makes decision on the fund consolidation, merger or division):…………
4. Maximum/minimum quantity of fund
units (if any)
5. The net asset value (determined at
the date on which the last general meeting of investors of the fund makes
decision on the fund consolidation, merger or division):………
6. The net asset value per a fund
unit (determined at the date on which the last general meeting of investors of
the fund makes decision on the fund consolidation, merger or division):………
7. The fund management company …..
…..
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9. Related service providers
(specify name of each service provider and authorized activities):…….
10. Role of the fund: (Merging
fund/ merged fund/ consolidating fund/ divided fund)
11. Conversion ratio (determined at
the date on which the last general meeting of investors of the fund makes
decision on the fund consolidation, merger or division)
IV. The fund established from
the merger/consolidation/division
1. Name of securities investment
fund: ……………
2. Charter capital: ……………….
3. The net asset value (determined
at the date on which the last general meeting of investors of the fund makes decision
on the fund consolidation, merger or division):………
4. The number of outstanding fund
units (determined at the date on which the general meeting of investors of the
fund makes decision on the fund consolidation, merger or division):…………
5. Maximum/minimum quantity of fund
units (if any)
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7. The net asset value per a fund
unit (determined at the date on which the last general meeting of investors of
the fund makes decision on the fund consolidation, merger or division):………
8. The fund management company …..
…..
9. Supervisory bank:…….
10. Related service providers
(specify name of each service provider and authorized activities):…….
We hereby kindly request the SSC to
amend the Certificate of fund establishment registration with the aforesaid
contents.
…….[place],
on………[date]
General
Director/Director of the fund management company
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Annex No. 15
Report on the fund’s assets before and after
the fund consolidation, merger or division
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
REPORT
ON THE FUND’S ASSETS BEFORE AND AFTER THE FUND CONSOLIDATION, MERGER OR
DIVISION
1. Name of the fund management
company:
2. Name of the supervisory bank:
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4. Reporting date:
I – Consolidation or merger
Unit:
……..VND
No.
Items
Before
the fund consolidation/merger
After
the fund consolidation/ merger/ division
Different
amount
...
...
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Fund…
Fund…
Fund…
Fund…
(1)
(2)
...
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(n)
(n+1)
= (n)-(1)-
(2)-(3)-...
ASSETS
I.1
Cash and cash equivalents
...
...
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Cash
...
...
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Cash equivalents
...
...
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I.2
Investments (detailing)
...
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I.3
Dividend receivables
...
...
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I.4
Interests received
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I.5
Unsettled sales of securities
(detailing)
I.6
Other receivables
...
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I.7
Other assets
...
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I.8
Total value of assets
LIABILITIES
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Unsettled purchase of securities
(detailing)
II.2
Other payables
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II.3
Total liabilities
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The
net asset value of the fund (I.8-II.3)
10
Total quantity of fund units
11
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II – Fund division
No.
Items
After
the fund division
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Difference
(if being determined)
Fund…
Fund…
Fund…
Fund…
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(1)
(2)
(3)
(n)
(n+1)
= (1) + (2) + (3) +..-(n)
ASSETS
I.1
Cash and cash equivalents
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Cash
...
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Bank deposits
Cash equivalents
...
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I.2
Investments (detailing)
...
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I.3
...
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I.4
Interests received
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I.5
Unsettled sales of securities
(detailing)
...
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Other receivables
I.7
Other assets
...
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I.8
Total value of assets
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LIABILITIES
II.1
Payable by securities (detailing)
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II.2
Other payables
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II.3
Total liabilities
The
net value asset of the fund (I.8-II.3)
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Total quantity of fund units
11
The net asset value per fund
unit
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Authorized
representative of the supervisory bank
(Signature,
specify full name and seal)
(General)
Director of the fund management company
(Signature,
specify full name and seal)
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Fund consolidation, merger, division, division
plans
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
A – The fund consolidation or
merger plan must include the following fundamental contents:
I. Information about the consolidating
or merged fund and consolidated or merging fund:
a) Name in full, abbreviated name,
trading name in both Vietnamese and English of funds;
2) Name in full, abbreviated name,
trading name in both Vietnamese and English of the fund management company and
the supervisory bank; legal representatives; head office’s address; websites of
these organizations;
3) List of members of the board of
representatives of the fund and fund managers, and their resumes;
4) Summary of operating situation
of funds; investment portfolio structure; source of capital and assets before
the events of consolidation or merger; charter capital; quantity of outstanding
fund units of each fund;
II. Information about the fund
consolidation or merger:
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2) Period planned for holding
general meetings of investors of consolidating or merged funds;
3) Expected date of the
consolidation or merger;
4) Consolidation or merger expenses;
5) Accounting methods used in the
consolidation or merger; time that investment activities shall be recorded in the
accounting book of the consolidated or merging fund;
6) Methods for determining the net
asset value of each fund; methods for determining receivables and payables of
each fund, and different amount (if any); methods for determining conversion
ratio;
B – Report on the fund
consolidation or merger analysis
(Report must be briefly and
concisely presented by using easily understandable words, and must not use too
many technical terms. The report's contents may vary depending on investors of
consolidating fund, merged fund or merging fund) 1. Purposes and reason of
the fund consolidation or merger;
2. Effects that may occur due to
the consolidation or merger.
a) Change of investment objectives
or policies, level of dilution of investment efficiency and potential risks;
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c) Changes relating to policies on
taxes, charges and fees such as issuance fees, redemption fees, switching fees;
comparison of tax rates, fees and charges before the consolidation or merger
and those after the consolidation or merger, enclosed with explanation thereof.
d) Changes affecting other rights
and benefits of investors; comparison of rights of investors before the
consolidation or merger and those after the consolidation or merger;
3. Rights and lawful benefits of
investors (of consolidating or merged funds) relating to the consolidation or
merger:
a) Rights to access information
relating to the consolidation or merger;
b) Rights to receive documents of consolidating
fund, merged fund, and merging fund, including financial statements, reports on
the fund’s operating results, prospectus and summary prospectus;
c) Rights to receive reports on assessment
of consolidation or merger results, made by the supervisory bank;
d) Rights to request the fund
management company to redeem or switch fund certificates; principle of determining
redemption price or conversion ratio; duration for redemption or switching
receipt;
e) Information about accumulated
profits and distribution of such profits;
f) If making settlement to
investors in case of consolidation or merger, the information about the
settlement percentage or the amount paid per a fund unit; investors receiving
such settlement; settlement method and duration; and source of capital for
making settlement shall be specified in the report;
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a) Period for holding general
meeting of investors or period for taking written opinions from investors about
the fund consolidation or merger; form of providing information about voting
results to investors;
b) Duration for funds to continue
the execution of fund certificate trading orders;
c) Duration for suspending fund
certificate transactions for completing the consolidation or merger;
d) Expected date of the
consolidation or merger;
C – Resolution of the general
meeting of investors on the fund consolidation, merger or division must
comprise of the following contents:
1) Approve the fund consolidation,
merger or division; name of consolidating, merged, divided funds; types of
funds; planned date of consolidation, merger or division; principles and
methods of consolidation, merger (fulfill debt obligations before the
consolidation or merger; or transfer such debt obligations to consolidated or
merging fund), principle for dividing the fund's portfolio; principles for
determining the net asset value at the consolidation or merger date; conversion
ratio;
2) Approve the list of the members
of the board of representatives of the funds that are established from the fund
consolidation, merger or division;
3) Approve the draft of consolidation
or merger contract.
In case of the fund consolidation
or merger, the minutes and resolution of the general meeting of investors must
also include the following contents:
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5) Approve the fund management
company (name of the fund management company, number of the establishment and
operation license issued by the State Securities Commission of Vietnam, head
office’s address);
6) Approve the supervision contract
signed with the supervisory bank, enclosed with the information about the
supervisory bank (name of the supervisory bank, number of the establishment and
operation license, number of securities depository registration issued by the
State Securities Commission of Vietnam, head office’s address).
D – The fund division plan must
include the following fundamental contents:
I. Information about the divided
fund:
1) Name in full, abbreviated name,
trading name in both Vietnamese and English of the divided fund;
2) Name in full, abbreviated name, trading
name in both Vietnamese and English of the fund management company and the
supervisory bank; legal representatives; head office’s address; websites of
these organizations;
3) List of members of the board of
representatives of the fund and fund managers, and their resumes;
4) Summary of operating situation
of funds; investment portfolio structure; source of capital and assets before
the events of consolidation or merger; charter capital; quantity of outstanding
fund units of each fund;
II. Information about the fund
division
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2) The investment portfolio of the
divided fund at the latest valuation date; methods for dividing the fund’s
investment portfolio; methods for determining the value of receivables,
payables and different amount (if any), the value of debts, payables of the
divided fund; methods for paying debts of the divided fund; source of capital
for paying such debts and methods for liquidating assets for settling debt
obligations (where necessary); the investment portfolio of each fund that shall
be established from the fund division;
3) List of amendments (if any) to
the draft charters of funds established from the fund division;
4) The fund management companies,
supervisory banks and authorized organizations, lists of distributors of funds
established from the fund division; management fees, supervision fees and other
fees of funds established from the fund division;
5) Expected date of the fund
division;
6) Detailed schedule of the fund
division; period for fulfilling debt obligations; period, procedure and
requirements on conversion of fund units and issuance of fund units of funds
that are established from the fund division to investors;
7) Plans and period planned for
performing the valuation, issuance and redemption of fund certificates of funds
established from the fund division.
Annex No. 17
Consolidation contract and merger contract
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I. Information about the
consolidating or merged funds and consolidated or merging fund:
1) Name in full, abbreviated name,
trading name in both Vietnamese and English of funds;
2) Name in full, abbreviated name,
trading name in both Vietnamese and English of the fund management company and
the supervisory bank; legal representatives; head office’s address; websites of
these organizations;
II. Information about the fund
consolidation or merger:
1) Purposes and reasons of the fund
consolidation or merger;
2) Effects due to the fund consolidation
or merger that may occur on investors of consolidating fund, merged fund and
merged fund;
3) Method and principle for
determining the net asset value for conducting the conversion, conversion ratio
and settlement made to investors as regulated in Clause 8 Article 31 of this
Circular;
4) Expected date of the
consolidation or merger;
5) Period, procedure, requirements
and procedure for conducting the conversion of fund units, transferring assets
from consolidating fund, merged fund to consolidated fund and merging fund;
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Annex No. 18
List of investors objecting decision on the
fund consolidation or merger
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
No.
Full
name of investor, creditor (for individual investor)/ name of company (for
institutional investor)
Number
of ID card/ business registration certificate, issued date, issuing authority
Quantity
of fund units with request for redemption/ Value of debts
Redemption
price
...
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(1)
(2)
(3)
(4)
(5)
(6)
= (4)× (5)
Fund:…………… (name of consolidating/merged
fund)
Investor requesting the fund to
redeem fund certificates
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A
Total
Creditor requesting for
settlement
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B1
Total
...
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B2
Total
C
Total cash amount needed for
settlement (C) = (A) + (B1)
D
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Fund:…………… (name of
consolidating/merged fund)
Investor requesting the fund to
redeem fund certificates
...
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A
Total
Creditor requesting for
settlement
...
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B1
Total
Creditor requesting for
settlement guarantee
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B2
Total
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C
Total cash amount needed for
settlement (C) = (A) + (B1)
D
Cash amount in the fund’s list of
assets
We undertake to be liable for the
integrity and accuracy of the aforesaid contents.
Authorized
representative of the supervisory bank
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(General)
Director of the fund management company
(signature,
seal and full name)
Annex No. 19
Main documents retained at the supervisory bank
and the fund management company
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
The supervisory bank and the fund
management company must retain the following documents of the supervision and
management of the fund:
Open-ended fund
The fund management company
and the supervisory bank
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a) Date of placing buy orders;
b) Detailed information about
investors (Full name, contact address, ID Card number/ Name in full,
abbreviated name, head office’s address, number of business registration
certificate);
c) The quantity of fund units;
d) The offering price and the net
asset value per fund unit;
e) Issuance fees;
f) Name of distributors,
distribution locations/ Name of nominee agents;
g) Commission (if any);
h) Other relevant matters;
i) Date of signing contracts;
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a) Date of conducting transaction
b) Date of receiving payment,
individual making such payment
c) Date of transferring money to
the fund’s account (supervisory bank)
d) Date of payment (supervisory
bank)
e) Receiver of payment
(supervisory bank)
f) Date of release from the
fund’s account (supervisory bank)
Trading assets in the fund's portfolio
(separately recorded for each fund)
Supervisory bank
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a) Receivables from offerings of
additional fund certificates
b) Payables for redeeming fund
certificates
c) Payables to securities brokerage
organizations for performing the fund’s purchase of securities;
d) Receivables from securities
brokerage organizations relating to the fund’s sales of securities;
e) Detailed information about the
fund’s asset-related buy and sell orders must be recorded in the order book. The
order book must include the following contents:
1. Name of the fund
2. Quantity of securities/assets placed
for trading;
3. Period for placing trading
orders.
When the order is matched, the
following information must be updated to the order book:
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2. Conducted trading volume;
3. Trading period;
4. Date of receiving ownership
certificate or issued date of ownership certificate, issued by the depository
bank;
5. Amendments/changes relating to
the trading or trading errors
Investments - Capital accounts
The fund management company
and the supervisory bank
Investments-related information
needed to be retained includes:
a) Quantity and price of each type
of asset which has been successfully traded;
b) Total transaction expenses,
including commissions and transaction fees) Following transactions related to
this asset;
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e) The execution of rights of
owners of securities. The information about issuers’ activities that cause
influence on the nature and quantity or value of assets (issuing call
options, stock split, capital adjustment or reduction, changing nominal
value, changing name, acquisition or merger, dissolution or liquidation) must
be stored, including:
1. Type of activities
2. Effective date
3. Results of change (on the
value or quantity basis)
Investment incomes - Income accounts
The supervisory bank
The information about incomes and
profits must include the following contents:
Type of income
Individual paying income
Source of income;
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Ratio (debenture, coupon,
dividend)
Value
Tax deduction and deduction rate
Loans
The fund management company
and the supervisory bank
Borrowings
a) Loan value
b) Loan purpose
c) Collateral (if any – specify)
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e) Payment date
f) Interest rate
g) Loan special conditions
Determination of the net asset
value (NAV)
The fund management company
and the supervisory bank
The information about process and
method for determining the NAV, which shall be retained, includes:
a) The quantity of securities
(stocks, bonds) or other types of assets.
b) Market price of each type of
asset. If there is no market price determined, the fair value shall be
employed as regulated;
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- Valuation documents prepared by
the fund management company
- Quotations provided by
quotation service providers;
- Errors in calculating the NAV,
checked and discovered by the supervisory bank (or the fund management
company if it authorizes the supervisory bank to conduct the valuation ); the
level of variation compared to the NAV.
Offering price and redemption
price per fund unit
The fund management company
a) The fund’s NAV, and date and
time when the NAV is determined
b) The quantity of fund units,
which are issued in the offering and served the valuation;
c) Issuance fee or redemption
fee, which is added to or subtracted from the NAV of a fund unit
d) Process of determining the NAV
(regulated in the fund's charter which is included in the fund establishment
documents, and announced in the prospectus)
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f) Details of errors in
determining the NAV of a fund unit and measures against such errors.
g) Certification of the
supervisory bank, certifying the accuracy of the NAV, offering price and
redemption price
h) Documents proving the
assessment and certification of the supervisory bank, and copies of notices
sent to the fund management company on valuation errors (if any)
Ledgers of investors
The fund management company
Ledgers of investors of the fund
must be always updated. Ledgers must be prepared according to regulated
forms, both in writing and electronic files, and include the following
contents:
a) Name and current address (if
any) of investors, investor’s code, number of ID card of unexpired passport;
b) The quantity of fund units
owned by each investor
c) Date of buying fund
certificates
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e) The investor’s special
requests on fund units held on his account (relating to pledging, mortgage, depository
of fund certificates, regulations on bankruptcy procedures, criminal
investigation, testament, etc.);
f) Information about each
investor’s transactions, including:
Type of transaction (purchase,
sale or other types of transfer)Name of trading partner
Date of conducting transaction
Trading volume
Name of distributor and
distribution location
Information about assets in the
fund’s list of assets deposited at the supervisory bank
The supervisory bank
Information about deposited
assets includes:
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b) The fund’s investment
portfolio;
c) Information about secondary
depository contract for each type of asset (if any).
d) Amount of assets
e) Date of conducting transaction
f) Trading price
g) Type of ownership and
depository institution (registration, certificate or accounting records)
h) The fund’s special requests in
conformity with the law (relating to pledging, mortgage, depository of assets,
regulations on bankruptcy procedures, criminal investigation, testament,
etc.) (if any).
This information must be made
under a form which is able to analyze:
a) Based on types of deposited
assets;
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Information about transactions
performed includes:
a) Type and name of asset
b) Value
c) Type of transaction
d) Date of conducting transaction
e) Notice of certifying
transaction results (invoice, documents, bank's certification, etc.)
f) Adjustments on asset accounts,
entrustment investors.
g) The NAV and valuation methods
h) Checking and verification
documents, copies of notices of certifying trading results, notices of
trading errors, etc.
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The supervisory bank
a) Location where assets are
stored and maintained.
b) Authority to move or transfer
assets.
c) Minutes on periodical
inspection of assets, made by the depository bank or lawful auditing firm.
Annex No. 20
Application for open-ended fund certificate
trading registration
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
OPEN-ENDED FUND CERTIFICATE TRADING REGISTRATION FORM
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1
Investor’s information
Investor’s full name:
Account number:
Number of ID Card/Unexpired
passport
Place and date of issue:
Date of birth
Type of account:
Investor
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Investor’s mailing address
Home phone:
Office phone:
Mobile:
E-mail:
Number of deposit account
Number of bank account
Account manager
With regard to institutional
investor, the following information about the individual who is authorized to
place trading orders shall be specified:
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ID Number:
Position:
Home phone:
Office phone:
Mobile:
E-mail:
Name of registered funds:
Investor’s commitment: I
undertake that I have carefully learned about the prospectus and the charter
of the fund (name of the fund)…………..
Other information as regulated by
the fund management company
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Beneficiary’s information
Beneficiary
Full name:
ID Number:
Place and date of issue:
Investor’s mailing address
Telephone:
E-mail:
Enclosed documents
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Passport or Visa (photocopy)
Other information as regulated by
the fund management company
3
Distributor’s information
Number of organization acting as
the distributor:
Establishment and operation
license No.:
Issued date:
Head office’s address:
Telephone:
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Distribution locations:
Telephone
Fax
Full name of the employee in
charge of distributing fund certificates
Number of professional practice
license/Issued date
Telephone of the employee in
charge of distributing fund certificates:
Email
Other information as regulated by
the fund management company
Investor
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Authorized
representative of the distributor
(signature,
specify full name and seal)
(General)
Director of the fund management company
(signature,
specify full name and seal)
…………………..[date]
…………………..[date]
Other relevant documents (letters
of attorney).
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Application for open-ended fund certificate
trading
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
APPLICATION
FOR OPEN-ENDED FUND CERTIFICATE TRADING
To: The fund management company
1
Investor
Investor’s full name:
Account number:
ID Number:
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Type of account:
Investor
Distributor
Type of trading order: BUY ORDER
QUANTITY OF FUND UNITS REGISTERED
FOR BUYING
Fund
Quantity
For
distributor
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In
words
Trading
order No.
Document
No.
...
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Type of trading order: SELL ORDER
QUANTITY OF FUND UNITS REGISTERED
FOR SELLING
Fund
Quantity
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In
figures
In
words
Trading
order No.
Document
No.
...
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Type of trading order: SWITCHING
ORDER
From the fund (name of the
fund)
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QUANTITY OF FUND UNITS REGISTERED
FOR SWITCHING:
Fund
Quantity
For
distributor
In
figures
In
words
Trading
order No.
Document
No.
...
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Type of order/request:
ORDER/REQUEST CANCELLATION
BUY ORDER
SELL ORDER
Fund
Quantity
For
distributor
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In
figures
In
words
Trading
order No.
Document
No.
...
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Type of order/request: SYSTEMATIC
INVESTMENT
QUANTITY OF FUND UNITS REGISTERED
FOR BUYING ON A MONTHLY BASIS
Fund
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For
distributor
In
figures
In
words
Trading
order No.
Document
No.
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Method of settlement
In cash
By transfer
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Investor’s mailing address
Home phone:
Office phone:
Mobile:
E-mail:
Number of deposit account
Number of bank account
Account manager
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(Signature
and full name)
Employee o the distributor
(Signature
and full name)
…………………..[date]
…………………..[date]
Other information as regulated by
the fund management company
Enclosed agreements and letters
of attorney
2
For distributor
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Order receiver
Controller
Annex No. 22
Notice of certifying fund certificate
transaction
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
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CERTIFICATION
OF FUND CERTIFICATE TRANSACTION
(sent
to the investor upon the transaction completion)
Investor’s name:
Address:
Type of transaction: (purchase/sale/switching)
Date of confirming trading order:
Name of the fund: (specify full
name of the fund)
Method of settlement: (in
cash/by transfer)
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Transaction code:
Trading date:
Quantity of fund units:
The net asset value per a fund
unit:
Transaction fees (issuance fee/redemption
fee/ switching fee):
Exercise price:
Total settlement value:
Distributor: (name of
distributor)
Notes:
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Annex No. 23
Fund certificate trading order book
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
Information about trading orders
recorded in the order book.
a) Name of the fund;
b) Full name of the person placing
order or switching order;
c) Full name of order receiver;
d) Date and time when the order is
received;
e) Terms and method of settlement;
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g) Date and time when the order is
fulfilled;
h) Quantity of fund units that have
been traded successfully (quantity of purchased fund units and quantity of sold
fund units);
i) Offering price and redemption
price per a fund unit;
k) Value of purchased fund units
and value of sold fund units;
l) Total settlement value (value of
purchased fund units, plus issuance fee, or value of sold fund units, minus
redemption fee).
Annex No. 24
Notice of the fund’s net asset value (NAV)
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
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THE
FUND’S NET VALUE ASSET (NAV)
(periodical
report as regulated in the fund’s charter and prospectus)
Name of the fund management
company:
Name of the supervisory bank:
Name of the fund:
Valuation date/Trading date:
day….month…..year…..
Name of the open-ended fund
Issuance fee (% of transaction value)
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NAV of a fund unit at the valuation date
NAV of a fund unit at the previous valuation date
Increase/Decrease of the NAV of a fund unit in
comparison with that made at previous valuation (%)
Change of the NAV per a fund unit in year
Ownership ratio of foreign investors
Highest level
(VND)
Lowest level
(VND)
Quantity of fund units
Total value at trading date
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1
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2
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Authorized
representative of the supervisory bank
(Signature,
specify full name and seal)
(General)
Director of the fund management company
(Signature,
specify full name and seal)
Annex No. 25
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(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
STATISTICS
ON THE INVESTOR’S TRANSACTIONS
(on
the monthly, quarterly and annual basis)
Investor’s name:
Address:
Account No.:
Reporting period: from…………[date]
to…………………………..[date]
Date
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Quantity
of fund units
NAV
per a fund unit
Trading
price per a fund unit
Total
transaction value
(1)
(2)
(3)
(4)
(5)
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Opening balance
Buy in
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Sell out
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* Based on the NAV of a fund
unit at the latest valuation date
Authorized
representative of the supervisory bank
(Signature,
specify full name and seal)
(General)
Director of the fund management company
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Annex No. 26
REPORT ON CHANGE OF THE NET ASSET VALUE, FUND
CERTIFICATE TRANSACTIONS
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
REPORT
ON CHANGE OF THE NET ASSET VALUE, FUND CERTIFICATE TRANSACTIONS
(on
the monthly, quarterly and annual basis)
Name of the fund management
company:
Name of the supervisory bank:
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No.
Contents
Reporting
period
Previous
period
Name of the fund
I
The fund's net value asset (NAV)
at the beginning of period
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Change of the NAV compared to
previous period (=II.1 + II.2), in which:
II.1
Change of the NAV due to market fluctuations
and trading activities of the fund during the period
II.2
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III
Change of the NAV due to
redemption or offering of additional fund certificates (=III.1 – III.2)
III.1
Receivables from offering of
additional fund certificates
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III.2
Payables for redeeming fund
certificates
IV
The fund's net value asset (NAV)
at the ending of period ( = I + II + III)
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Authorized
representative of the supervisory bank
(Signature,
specify full name and seal)
(General)
Director of the fund management company
(Signature,
specify full name and seal)
Annex No. 27
Statistics on transaction fees in the fund’s investment
activities
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
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(on
the periodical basis of 6 months and annual basis)
Name of the fund management
company:
Address:
Reporting period: from…………[date]
to…………………………..[date]
No.
Name
(code) of securities companies (transaction value of which exceeds 5% of
total transaction value in year
Relationship
with the fund management company
The
fund’s transaction ratio via each securities company
Average
transaction fee
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The
fund’s transaction value during reporting period
Total
transaction value during reporting period of the fund
The
fund’s transaction ratio via each securities company during reporting period
(1)
(2)
(3)
(4)
(5)
(6)=(4)/(5)(%)
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(8)
1
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Total
...
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(General)
Director of the fund management company
(Signature,
specify full name and seal)
Annex No. 28
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(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
REPORT
ON THE FUND’S OPERATIONS
1. The fund’s information
a) Name and type of the fund;
b) The fund’s investment
objectives;
c) The fund’s operating duration
(if any);
d) Benchmark portfolio (if any);
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f) Quantity of outstanding fund
units;
g) Changes in the fund’s charter in
reporting period (if any);
h) Contents of the resolution of
the general meeting of investors in reporting period (if any);
i) Assessment of the supervisory
bank on the contents regulated in Article 45 of the Circular on the open-ended
fund establishment and management;
2. Report on operating results
of the fund
a) Information about the fund’s
investment portfolio and the NAV determined in December 31st of 3
latest years (if any). To be specific:
- The fund’s investment portfolio
allocated according to sectors, fields and types of products (stocks, bonds,
etc.) (not detailing according to ticker symbol);
- The net asset value of the fund;
- The net asset value per a fund
unit and quantity of outstanding fund certificates;
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- Total profit of the fund, detailing
profits accrued from the increase in security price (capital gains) and profits
accrued from yields on securities (dividend, coupon, deposit interest rate, etc.)
(Income value);
- Profit distributed per a fund
unit (net value and gross value) in reporting period, including profit
distribution made in cash or by fund units; Period of profit distribution; The
NAV per a fund unit determined before and after the profit distribution;
- The fund's operating expense
ratio and explanation about the fund’s operating expense differences (determined
at the end of the 2nd quarter and at the end of the 3rd quarter
of the fiscal year);
- The fund's portfolio turnover
rate and explanation about the fund’s portfolio turnover rate differences (determined
at the end of the 2nd quarter and at the end of the 3rd quarter
of the fiscal year);
b) The fund's profit:
The fund’s average annual profit
accrued in determined reporting periods: (i) within 12 months (1 year), up to
the report preparation date (or from the fund’s establishment date to the
reporting date, if the fund has just operated under 1 year); (ii) within 36
months (3 years), up to the report preparation date (or from the fund’s
establishment date to the reporting date, if the fund has just operated under 3
years); (iii) within 60 months (5 years), up to the report preparation date (or
from the fund’s establishment date to the reporting date, if the fund has just
operated under 5 years);
c) Other comparison criteria,
ensuring the compliance with the following principle:
- Methods and principles for determining
the value of assets and the profit value are unanimously agreed, announced
publicly and audited by another independent organization;
- Figures are provided by an
independent organization.
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3. Report on the fund management
company’s management of assets Report on the fund management company’s
management of assets must comprise of the following contents:
a) Explanation about the change of
the fund management company (if any);
b) Explanation about the fund’s
fulfillment of investment objectives (apply to the fund's annual report only);
c) Comparison between the fund’s
profits and the benchmark portfolio’s profits, using basic profit indicators
announced in the prospectus of the same reporting period (via graph);
d) Comparison between the fund’s
profits and the benchmark portfolio’s profits, using basic profit indicators
announced in the prospectus for the period of five (05) recent years, up to the
reporting date (via graph);
e) Description of investment
strategies and tactics which the fund has applied during the reporting period. If
the investment strategies and tactics performed during the period are different
from those announced in the prospectus, the explanation of such difference and
assessment on advantages and disadvantages of investment strategies and tactics
performed during the period;
f) Description of the difference
between the fund’s investment portfolio at the reporting period in comparison
with that in the year preceding the reporting year;
g) Analysis on the fund's operating
results on the basis of comparison between the NAV of a fund unit (after
adjusting distributed profit, if any) at this reporting period and that at the
latest reporting period;
h) The assessment on the market
fluctuations during the reporting period, including foreign markets in which
the fund makes investments, and the information about investment profit of each
type of asset such as stocks, blue-chips, small-cap stocks, etc.;
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k) Cases in which rights and
benefits of investors who hold fund certificates are influenced;
l) The information about
transactions made with individuals who have related rights and benefits (if
any);
m) Other information (if any).
4. Report on the supervisory
bank’s operation
The supervisory bank must make
assessment on the fund management company’s compliance with the law, the fund's
charter and the prospectus during the operation and management of the
open-ended fund with the following contents:
a) Explanation about the change of
the supervisory bank (if any);
b) The compliance with investment
limits and loan limits as regulated by the law, the fund's charter and the
prospectus;
c) Determination of the net asset
value as regulated by the law, the fund's charter and the prospectus;
d) Offering of additional fund
certificates and redemption of fund certificates as regulated by the law, the
fund's charter and the prospectus;
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If the supervisory bank assesses
that the fund management company has failed to comply with the law, the fund's
charter and the prospectus regarding the aforesaid contents, the information of
such events must be specified, in which, it must include influences that may
occur on investors, including investors who have owned fund certificates in the
past and potential investors at the time of such events. The supervisory bank
should suggest remedial methods and measures for limiting similar circumstances
that may occur in the future.
5. Report on authorized
activities
The fund management company must
prepare the report on assessment of quality of services provided by other
organizations (authorized parties) such as transfer agent services, fund
management services, NAV determination services, etc. with the following contents:
a) Expenses paid to the authorized
parties in comparison with profit, income and total operating expenses of the
fund;
b) Effects (if any) of authorized
activities on the profit and level of risks of the fund;
c) Total expenses of performing
authorized activities paid to the authorized parties (if there are many
services provided to the fund management company);
d) The assessment on the
maintenance of the internal control system, risk management system, information
security, facilities, hot stand-by system, disaster recovery system, etc. of
the authorized party, ensuring that the authorized activities shall be
thoroughly performed, not causing the influence on investment activities of
investors.
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(Signature,
specify full name and seal)
Annex No. 29
Report on amendments and supplements to the
fund’s charter
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
Name
of the fund management company
--------
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
No.:………. (number of document)
..........…….[place],
on………….[date].
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NOTICE
OF AMENDMENTS AND SUPPLEMENTS TO THE FUND’S CHARTER
To:
The State Securities Commission of Vietnam
We hereby report to the State
Securities Commission of Vietnam on our amendments and supplements to the
charter of the fund……………… (name of the fund) as follows:
No.
Clauses
and articles of new charter
Clauses
and articles of previous charter
Reasons
of amendment and supplement
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- Effective date:
We undertake that we shall complete
all relevant formalities and we shall be liable for the integrity and accuracy
of this report and documents enclosed thereof.
Enclosed
documents:
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- - Minutes and resolution of the
general meeting of investors (if amendments and supplements must be approved
by the general meeting of investors);
- Amended and supplemented
charter
(General)
Director of the fund management company
(signature,
seal and full name)
Annex No. 30 (abrogated)
Report of the supervisory bank
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
(on
the periodical basis of 6 months and annual basis)
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Annex No. 31
Report on borrowing and repurchase transactions
of the fund
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
(on
the monthly, quarterly and annual basis)
SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
-----------------------
....,………[place],
…………..[date]
REPORT
ON BORROWING AND REPURCHASE TRANSACTIONS OF THE FUND
To:
The State Securities Commission of Vietnam
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The fund management company:………………………………..
Address:
The supervisory bank:……………………………….
Address:
No.
Contents
(detailing according to objective and partner)
Partner
Objective/
Collateral
Loan
term
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Transaction
date
Reporting
date
Date
Ratio
of contract value to the fund's NAV
Date
Ratio
of contract value to the fund's NAV
1.1
Borrowing (detailing each loan
contract)
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I
Ratio of loans from loan
contracts to the fund's NAV
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1.2
Repo (detailing each repo)
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II.
Total value of repos/the fund's
NAV
A
Total value of loans/the fund's
NAV (=I+II)
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2.1
Securities lending (detailing
each securities lending agreement)
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I
Total value of securities lending
agreements/ the fund's NAV
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2.2
Reverse Repo (detailing each reverse
repo)
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II
Total value of reverse repos/ the
fund's NAV
B
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Authorized
representative of the supervisory bank
(Signature,
specify full name and seal)
(General)
Director of the fund management company
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Annex No. 32
Authorization-related contents
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
I. Authorization contract
1) Detailed contents of rights and
obligations of contractual parties; activities that the authorized party is
entitled to authorize the third party to perform;
2) Risks that may incur from the
authorization and identified by the due diligence of the authorized party, and
risks management plans;
3) Inspection and supervision
procedures, ensuring that the board of representatives of the fund or the fund
management company is capable of controlling and intervening in works performed
by the authorized party in order to ensure that authorized activities are
performed in conformity with the law and provisions prescribed in the
authorization contract. The fund management company shall also supervise
contents which the authorized party authorized the third party to perform. The fund
management company must set up inspection and supervision regulations, ensuring:
a) The board of representatives of
the fund may access the database and information about authorized activities,
including name and address of the authorized party; value and term of
authorization contract; reports on results of authorized activities;
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4) Regulations on handling disputes,
and termination of authorization contract;
5) Regulations on information
security, ensuring:
a) The fund management company
shall only provide necessary information for performing authorized activities;
b) The information about investors
shall be used to perform authorized activities only;
c) The authorized party shall
retain authorization-related information, and adopt appropriate technical
solutions, personnel and organizational structure to ensure the
authorization-related information security.
6) Regulations on facilities,
informatics solutions, and backup systems for ensuring that authorized
activities are thoroughly performed. To be specific:
a) The authorized party must be
capable of material and technical facilities, disaster recovery system, and hot
stand-by system;
b) The authorized party must
frequently examine and test backup systems and report to the fund management
company on its changes of technical systems (if any);
c) The authorized party shall
retain the database of the fund and its investors, ensuring it can be moved out
of the authorized party’s system, deleted, or restored.
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1. The authorized party must
ensure:
a) The authorization and its
related principles must be regulated in the fund’s charter; basic information
about the authorized party, its scope of activities, functions and duties must
be announced in the prospectus. The authorization shall not reduce or change
responsibilities of the fund management company towards the fund;
b) The authorized party must meet
requirements on its competence, system, personnel, experience and
professionalism for performing authorized activities;
c) The personnel, operations
system, reporting and report approving systems of the department in charge of
providing relevant authorized services of the authorized party must be
separated from those of other departments of the authorized party; documents
and database of the department in charge of providing relevant authorized
services must be independently managed and separated from those of other
departments;
d) The authorized parties must
perform authorized works in an effective and careful manner, and keep
information relating to investors and other partners of the fund management
company confidential;
e) The authorized parties shall
provide the fund management company with internal audit reports on authorized
contents to serve the inspection of the fund management company.
2. The fund management company
shall assume the following responsibilities:
a) Before entering into service
contracts with the authorized party, the fund management company must carry out
the due diligence, examine facilities and information technology system of such
authorized party, ensuring that it has operational process, personnel and
systems capable for performing authorized works, including the internal control
system, facilities, technical solutions, disaster recovery system, hot stand-by
system, experienced and skilled staff, etc;
b) Carry out the inspection in a
regular basis to ensure that the authorized contents have been prudently and
safely performed in conformity with the law and the fund’s charter, and the
quality of services provided by the authorized party is in conformity with
criteria and requirements of the fund. The fund management company is entitled
to employ independent consultants or services provided by other professional
organizations that are operating under the law to fulfill this regulated duty;
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d) Establish process and system to
ensure that the fund management company and the state competent authorities are
able to access necessary information for supervising the authorized activities,
appraising and managing risks arisen from such activities at any times;
e) The fund management company shall
be liable for its authorization. The fund management company must ensure the
continuity of authorized activities, avoiding the interruption and influence on
investment activities of investors;
g) Provide relevant information to
the authorized party in a sufficient, timely and accurate manner in order that
the authorized party can fully and timely fulfill its rights and duties in the
scope of authorization.
h) Store instructions, requests and
documents sent to the authorized party for performing authorized activities in
a sufficient, prompt and accurate manner.
Annex No. 33
Investor identification information
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
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Distributors can design their
separate investor identification information forms or apply forms designed by
the fund management company or the supervisory bank provided that it must
include the following fundamental information:
a) Investor’s information:
- If the investor is a Vietnamese
citizen, the investor’s information shall include: full name, date of birth,
Number of ID card or passport, place of permanent residence, current residence,
occupation, position, telephone, name and address of working place;
- If the investor is a foreigner (foreign
national or Vietnamese citizen residing in a foreign country), the investor’s
information shall include: full name, nationality, date of birth, passport
number, immigrant visa and immigration reason, temporary residence in Vietnam,
residence in foreign country, within 6 months before entering Vietnam, and permanent
residence in foreign country, occupation, position, name and address of working
place, contact telephone, and securities trading code;
If the trading account is owned by
several investors, the information of each investor must be provided as
regulated above.
- As for institutional investor:
full name and abbreviated name; head office’s address; telephone number and fax
number; number and issued date of the establishment license/investment
certificate/business registration certificate; establishing authority; business
sectors, investment fields; brief summary of organizational structure and leadership;
information of legal representative (including the information applied to
investor).
- If the investor is a foreign
organization, the information shall include: full name and abbreviated name;
head office’s address; telephone number and fax number; number and issued date
of the establishment license/investment certificate/business registration
certificate; establishing authority; business sectors, investment fields; brief
summary of organizational structure and ownership; information of legal
representative (including the information applied to investor).
b) Beneficiary’s information:
- If the beneficiary is a
Vietnamese citizen, the information shall include: full name, date of birth, number
of ID card or passport, place of permanent residence, current residence,
occupation, position, telephone, name and address of working place;
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- If the beneficiary is an
organization, the information includes: full name and abbreviated name; head
office’s address; telephone number and fax number; number and issued date of
the establishment license/investment certificate/business registration
certificate; establishing authority; business sectors, investment fields; brief
summary of organizational structure and leadership; information of legal
representative (including the information applied to individual beneficiary).
c) Name and signature of the
employee in charge of approving the account opening.
B. Investor identification methods
a) Using reliable original
documents to identify and verify the investor, including:
- As for individual investor: ID
card, latest exit/entry visa, number of unexpired passport or other personal
identity paper with the investor's photo stamped by competent authority.
- As for institutional investor: establishment
license or decision, decisions on change of name, division, or merger, business
registration certificate, tax registration certificate, audited financial
statements; decision on appointment of General Director (Director), and Chief
Accountant.
b) A distributor can employ the
third party to verify and indentify the investor. To be specific:
- Using information obtained via
individuals and organizations that have had or been maintaining relationship
with the investor (including other distributors and supervisory bank), and
collating such information with the information provided by the investor.
- The reporting organization may
hire or cooperate with other organizations to identity and verify the investor.
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d) The distributor shall supplement
other investor identification methods based on its nature of business and level
of money laundering risks attached to each type of investor.
Annex No. 34
Periodical report on the fund’s investment
activities
(promulgated
under the Circular providing for the guidance on the establishment and
management of open-ended funds)
PERIODICAL
REPORT ON THE FUND’S INVESTMENT ACTIVITIES
(Monthly,
quarterly and annual reports)
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2. Name of the supervisory bank:
3. Name of the fund:
4. Reporting date:
Unit:
……..VND
I. REPORT ON THE FUND’S ASSETS
No.
Assets
Reporting
period
Previous
period
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I.1
Cash and cash equivalents
Cash
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Bank deposits
Cash equivalents
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I.2
Investments (detailing)
I.3
Dividend and coupon receivables
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I.4
Interests received
I.5
Unsettled sales of securities
(detailing)
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I.6
Other receivables
I.7
Other assets
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I.8
Total value of assets
No.
Liabilities
Reporting
period
Previous
period
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II.1
Unsettled purchase of securities
(detailing)
II.2
Other payables
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II.3
Total liabilities
The net value asset of the fund
(I.8-II.3)
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Total quantity of fund units
The net asset value per a fund
unit
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II. REPORT ON INVESTMENT
ACTIVITIES
No.
Items
Reporting
period
Previous
period
Accumulation
from the beginning of year
I
Income from investment
activities
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1
Dividend and coupon receivables
2
Interests received
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3
Other incomes
II.
Expenses
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1
Management fees, paid to the fund
management company
2
Depository and supervision fees,
paid to the supervisory bank
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3
Fund management service expense,
transfer agent service expense and other expenses which the fund management
company must pay to related service providers;
4
Auditing expenses, paid to
auditing firms;
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5
Expenses of legal consultancy
service, quotation service and other reasonable services, and remuneration
paid to the board of representatives of the fund;
6
Expenses of drafting, printing
and sending the prospectus, summary prospectus and financial statements,
transaction confirmations, account statements and other documents to
investors; expenses of disclosing information by the fund and expenses of
holding general meetings of investors and meetings of the board of
representatives of the fund;
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7
Expenses related to conducting
trading of assets of the fund.
8
Other expenses (detailing)
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III.
Net income from investment
activities (I-II)
IV.
Profit (loss) from investment
activities
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1
Actual profit (loss) incurred
from investment activities
2
Changes of value of investments
during the period
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V
Change of the fund's net value
asset (NAV) due to investment activities during the period (III + IV)
VI
The net value asset (NAV) at the
beginning of period
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VII
Change of the fund's net value
asset (NAV) during the period
In which
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1
Change of the fund's net value
asset (NAV) due to investment-related activities during the period
2
Change of the fund's net value
asset (NAV) due to the fund’s profit distribution during the period
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VIII
The net value asset (NAV) at the
end of period
IX
Average annual profit (apply to
annual report)
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Average annual profit rate (apply
to annual report)
III. REPORT ON THE FUND’S
INVESTMENT PORTFOLIO
No.
Type
of asset (detailing)
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Market
value or fair value at the reporting date
Total
value
Ratio
(%) to total value of assets of the fund
I
Listed stocks
1
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2
Total
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II
Unlisted stocks
1
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2
Total
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Total value of stocks
III
Bonds
1
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2
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Total
IV
Other types of securities
1
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2
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Total
Total value of types of
securities
V
Other assets
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2
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Total
VI
Money
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Cash
2
Certificates of deposit
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3
Negotiable instruments, etc.
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Total
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Total value of investment
portfolio
IV. OTHER ITEMS
No.
Items
Reporting
period
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I
Items of operating results
1
Ratio (%) of the management fee,
paid to the fund management company, to the average net asset value during
the period
2
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3
Ratio (%) of the fund management
service expense, transfer agent service expense and other expenses, which the
fund management company must pay to related service providers, to the average
net asset value during the period
4
Ratio (%) of auditing expenses,
paid to auditing firms (if any), to the average net asset value during the
period
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5
Ratio (%) of expenses of legal
consultancy service, quotation service and other reasonable services, and
remuneration paid to the board of representatives of the fund, to the average
net asset value during the period
6
Ratio (%) of operating expenses
to the average net asset value during the period
7
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II
Other items
1
The fund’s scale at the beginning
of period
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Total outstanding fund certificates
at the beginning of period
Total outstanding fund units at
the beginning of period
2
Change of the fund's scale during
the period
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The quantity of fund units,
additionally issued during the period
Net offering amount received
during the period
Quantity of fund units redeemed
during the period
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Net redemption amount during the
period
3
The fund’s scale at the end of
period
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Total number of outstanding fund
units at the end of period
4
Fund management company and
related parties' ownership ratio at the end of the period
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Top 10 investors' ownership ratio
at the end of the period
6
Foreign investors' ownership
ratio at the end of the period
7
Number of investors at the end of
the period, including investors trading via nominee accounts
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8
Net asset value (NAV) per a fund
unit at the end of the period
Authorized
representative of the supervisory bank
Supervisor
(Signature,
specify full name and seal)
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of
the fund management company
(Signature,
specify full name and seal)