Circular 98/2020/TT-BTC providing guidance operation of securities investment funds

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MINISTRY OF FINANCE --------	SOCIALIST REPUBLIC OF VIET NAM Independence-Freedom-Happiness -----------------
No.: 98/2020/TT-BTC	Hanoi, November 16, 2020

CIRCULAR

PROVIDING GUIDANCE ON OPERATION AND MANAGEMENT OF SECURITIES INVESTMENT FUNDS

Pursuant to the Law on Securities No. 54/2019/QH14 dated November 26, 2019;

Pursuant to the Law on Enterprises No. 59/2020/QH14 dated June 17, 2020;

Pursuant to the Government’s Decree No. 87/2017/ND-CP dated July 26, 2017 defining functions, tasks, powers and organizational structure of the Ministry of Finance;

At the request of the Chairman of the State Securities Commission of Vietnam (“SSC”);

The Minister of Finance promulgates a Circular providing guidance on operation and management of securities investment funds.

Chapter I

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Article 1. Scope and regulated entities

1. This Circular provides guidance on operation and management of securities investment funds, including private funds, closed-end funds, open-end funds, exchange-traded funds (ETFs), real estate investment funds, public securities investment companies, private securities investment companies, and real estate securities investment companies.

2. This Circular applies to:

a) Securities investment fund management companies (hereinafter referred to as “fund management companies”), supervisory banks and custodian banks;

b) Vietnam Securities Depository and Clearing Corporation (VSDCC);

c) Vietnam Exchange and its subsidiaries (hereinafter referred to as “SE”);

d) Representative boards, their members and investors of securities investment funds;

dd) Boards of Directors, their members and shareholders of securities investment companies;

e) Authorized participants, distribution agents and other entities involved in management of securities investment funds.

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For the purposes of this Circular, the terms below are construed as follows:

1. “valid copy” means a copy that is extracted from the master register or authenticated by a competent authority or organization or that has been compared and certified to correspond with its original.

2. “component securities” means underlying securities included in the structure of benchmark indexes of an ETF, excluding derivatives.

3. “distribution agent” means an organization that has entered into a fund certificate distribution contract with a fund management company.

4. “nominee” means a distribution agent which owns a nominee account to conduct transactions in fund certificates on behalf of investors in the subsidiary investor register.

5. “iNAV” means the net asset value (NAV) of an ETF certificate determined in the trading session.

6. “Personal records” include a personal information sheet made according to the form in Appendix XIII enclosed herewith and a valid copy of a foreigner’s passport or other valid personal identification papers.

7. “exchange trading” means the exchange of a basket of component securities for an ETF creation unit or vice versa. This transaction is conducted between an ETF and its authorized participant or investor meeting relevant requirements laid down in the fund’s charter.

8. “exchange trading order" includes a subscription order whereby the authorized participant or investor requests the fund to receive the component securities basket and issue ETF creation units and a redemption order whereby the authorized participant or investor requests the fund to receive ETF creation units and return the component securities basket.

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10. “fund certificate trading day” means the day on which the fund management company, on behalf of the fund, creates and redeems fund certificates or creation units from authorized participants/investors according to the fund’s trading mechanism.

11. “valuation date” means the date on which the fund management company determines the net asset value (NAV) of the fund or securities investment company.

12. “beneficiary” means an entity that is not a registered owner of an asset but has the full ownership of that asset.

13. “fund executive” means a certified securities professional who has a fund management certificate and is assigned by the fund management company to manage investments of the fund or securities investment company.

14. “bond fund” means a fund that invests primarily in bonds, money market instruments, term deposits and other fixed-income instruments with an investment proportion that makes up at least 80% of the fund’s NAV.

15. “index fund” means an open-end fund that invests in a portfolio of underlying securities making up a securities index which is built and managed by an SE in Vietnam in accordance with law regulations on ETFs.

16. “real estate management unit” means an enterprise that provides real estate management services in accordance with regulations of the Law on real estate business, and is authorized by the fund management company, acting on behalf of the real estate investment fund, or the real estate securities investment company, to maintain, preserve, manage and operate the real estate under a real estate management agreement.

17. “authorized participant” means a securities company that is licensed to provide securities brokerage and proprietary trading services or a custodian bank that has entered into an ETF establishment agreement with the fund management company.

18. “ETF market maker” means a securities company that is an authorized participant and is selected by the fund management company to enter into the ETF market making agreement.

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20. “investment fund management services” include the following activities:

a) Recording fund transactions: recording changes in cash inflows and outflows of the fund;

b) Preparing financial statements of the fund; cooperating with and assisting the fund's audit organization during the fund audit;

c) Determining the fund’s NAV, the NAV per creation unit, and the NAV per fund certificate in accordance with regulations of law and the fund’s charter;

d) Performing other activities in accordance with regulations of law and the fund’s charter.

21. “transfer agent services” include the following activities:

a) Preparing and managing the primary investor register; opening, monitoring and managing the system of personal accounts and nominee accounts; certifying ownership of open-end fund certificates;

b) Recording exchange orders, subscription orders, redemption orders and switching orders placed by authorized participants/investors; transferring the ownership of fund certificates; updating the primary investor register;

c) Supporting authorized participants/investors in exercising their rights related to their ownership of fund certificates;

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dd) Providing investors with financial statements and operational reports of the fund, prospectus, summary prospectus, trading account statements, transaction confirmations and other documents.

22. “primary investor register” means a document in the form of written records or electronic records or in both forms which is prepared and managed by the fund management company or transfer agent service provider to record information about investors that own fund certificates.

23. “subsidiary investor register” means a register which records information about investors that own fund certificates, and is prepared and managed by a nominee with the authorization of the fund management company.

24. “open-end fund certificate trading account” means an account via which an investor buys, sells and owns certificates of one or more open-end funds managed by a fund management company. The open-end fund certificate trading account is opened and managed by a distribution agent in cooperation with the transfer agent service provider. There are two types of this account:

a) “investor’s account” means an account owned by and opened in the name of an investor;

b) “nominee account” means an account that is owned by investors in the subsidiary investor register and opened in the name of a nominee. This account is divided into separate and independent sub-accounts corresponding to each investor named in the subsidiary investor register.

25. “deposit account for clearing fund certificate transactions” means a deposit account which is opened by a nominee at a supervisory bank and only used to make payments for fund certificate transactions.

26. “independent member of the fund’s representative board” means a member that is not a related person of either fund management company or supervisory bank.

27. “closing time of order book” means the final time when a distribution agent receives investors’ trading orders which shall be executed on the fund certificate trading day. The closing time of order book shall be specified in the fund’s charter, publicly announced in the prospectus or summary prospectus and shall not be later than the SE’s market closing time on the trading day preceding the fund certificate trading day of an open-end fund or the SE’s market closing time on the ETF certificate trading day.

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29. “charter capital" of a fund or securities investment company means the amount of capital contributed by investors or shareholders and stated in the charter of a closed-end fund, or private fund, or in the charter of a securities investment company, or the amount of capital raised from the initial public offering of fund certificates of an open-end fund.

Article 3. General provisions on securities investment funds and securities investment companies

1. Securities investment funds and securities investment companies (except private securities investment companies that self-manage their own capital) must be managed by fund management companies and their operations shall be performed through fund management companies.

2. Assets of private funds and private securities investment companies must be deposited at a custodian bank. Assets of public funds and public securities investment companies must be deposited at a supervisory bank. Management of capital and assets of public funds and public securities investment companies must be supervised by the supervisory bank.

3. Assets of securities investment funds and securities investment companies are under the ownership of investors and shareholders in proportion to their contributions, and are not assets of fund management companies, supervisory banks or custodian banks. The fund management company shall only use assets of the securities investment fund or securities investment company for fulfilling payment obligations of that securities investment fund or securities investment company, and shall not use such assets for making payments or fulfilling financial obligations of the fund management company, supervisory bank, custodian bank or any other entity in any form and any case.

4. Regulatory authorities and people’s armed forces of Vietnam are not allowed to contribute capital to establish securities investment funds or securities investment companies; purchase fund certificates or shares of securities investment companies. Credit institutions, insurers, securities companies, fund management companies and state-owned enterprises shall contribute capital to establish securities investment companies or funds, and purchase fund certificates or shares of securities investment companies in accordance with regulations of specialized laws.

Article 4. Charter, prospectus and summary prospectus

1. The fund’s charter or the charter of a securities investment company shall be initially formulated by the fund management company, have the contents prescribed in Article 103 of the Law on securities, and comply with the form in Appendix I or Appendix II enclosed herewith. Investors subscribing for fund certificates or shares initially offered to the pubic of the securities investment company are considered to have approved the charter. The charter of a private fund or private securities investment company shall include relevant contents according to the form in Appendix I or Appendix II enclosed herewith.

2. Revisions to the fund’s charter or the charter of the securities investment company must be approved by the fund’s General Meeting of Investor or the General Meeting of Shareholders of the securities investment company.

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4. The fund management company is liable to formulate the prospectus or summary prospectus of the fund or securities investment company. The prospectus or summary prospectus must be easily comprehensible and have the primary contents according to the form in Appendix III, IV, V, VI enclosed herewith. The prospectus or summary prospectus must clearly state that the supervisory bank or relevant service provider shall only certify the information concerning its operations and assume responsibility for its operations under terms and conditions of the contract signed with the fund management company and in conformity with regulations of the law, and the information it provides to serve the formulation of the prospectus or summary prospectus.

5. The prospectus or summary prospectus shall be updated upon the occurrence of any significant information or periodically updated according to the frequency specified in the fund’s charter or the charter of the securities investment company. The fund management company shall submit a report to SSC on the modification of the prospectus according to the form in Appendix XXVIII enclosed herewith. If SSC does not give any written opinions within 15 days from the date on which the updated prospectus is sent to SSC, the fund management company is allowed to provide the prospectus for relevant service providers, distribution agents and investors.

Chapter II

PRIVATE FUNDS

Article 5. Fund’s investments and investment portfolio

1. The fund's investment portfolio must be conformable with its investment objectives and policies specified in the fund's charter and prospectus.

2. The fund may invest in the following assets:

a) Deposits at commercial banks as prescribed by the Law on banking;

b) Money market instruments, including financial instruments and negotiable instruments as prescribed by law;

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d) Listed shares, shares registered for trading, bonds listed on SE, and public fund certificates;

dd) Unlisted shares of issuers that are operating under the law of Vietnam; shares of joint-stock companies or stakes of limited liability companies;

e) Rights arising in connection with securities held by the fund;

g) Other securities and assets as prescribed by law.

3. The fund management company shall only make deposits and invest in money market instruments as prescribed in Points a, b Clause 2 of this Article at the credit institutions approved by the fund’s representative board.

4. Private funds are allowed to contribute capital to establish joint-stock companies or limited liability companies in accordance with regulations of the Law on enterprises. If permitted in the fund’s charter and approved in writing by the General Meeting of Investors, the private fund may invest in eligible real estate as prescribed in the Law on real estate business.

5. When managing a private fund, the fund management company shall:

a) Not use the fund’s capital and assets to make investments in that fund;

b) Not use the fund’s capital and assets to provide loans or loan guarantees; not underwrite the offering of securities;

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- Not invest in more than 10% of total outstanding fund certificates of a public fund or total outstanding shares of a public securities investment company;

- Not invest more than 20% of total value of its assets in fund certificates of a public fund or shares of a public securities investment company;

- Not invest more than 30% of total value of its assets in public fund certificates or shares of public securities investment companies.

d) If permitted in the fund’s charter, the fund is allowed to get mortgage loans, overdraft facility or loans in other form from the custodian bank, borrow money to purchase securities (margin trading) according to the following principles:

- Borrowing of assets must be conformable with regulations of law;

- Borrowing limit shall be decided by the General Meeting of Investors, provided that total debts and amounts payable of the fund shall not exceed 30% of total value of the fund's assets at any time;

- Organizational structure and operations of the credit department of the custodian bank must be separated from the fund’s depository department; credit activities are independent from depository activities and fall beyond the scope of the depository contract;

- The fund management company shall provide information about rights and interests of the custodian bank and potential conflict of interest for the General Meeting of Investors for consideration.

6. The fund management company and organizations contributing capital to establish the private fund are not allowed to use means of mass media for advertising or raising capital.

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Article 6. Fund's NAV and asset transactions

1. The fund management company shall calculate or authorize the custodian bank that provides fund management service to monthly calculate the fund's NAV and NAV per fund certificate. Calculation of the fund’s NAV shall comply with Clauses 1, 2, 3 and 8 Article 20 hereof. The list of quotation service providers and valuation manual must be approved by the fund’s representative board.

2. When buying or selling assets for a private fund, the fund management company must comply with Article 21 hereof.

Article 7. Profit distribution

1. The fund shall distribute profit whether in cash or by fund certificates. At least 15 days before distribution of profit, the fund management company shall send notification in an appropriate manner to registered contact addresses or email addresses of investors. Such a notification shall contain the primary information in the form in Appendix VII enclosed herewith.

2. The fund’s distribution of profits shall comply with the following rules:

a) Profits distributed to investors are derived from the profits earned in the period or accumulated profits after the fund has fulfilled its tax liabilities and other financial obligations as prescribed by law;

b) The rate of profits distributed must be conformable with the fund’s profit distribution policy specified in its charter and approved by the General Meeting of Investors;

c) After profits are distributed, the fund is still able to fully pay its debts and other liabilities when they are due, and the fund’s NAV shall not be lower than VND 50 billion;

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3. Information about the fund’s distributed profits must be included in the modified prospectus.

Article 8. Fund’s expenses

The fund’s expenses include:

1. Fund management fees paid to the fund management company.

2. Depository fees and supervision fees (if any) paid to the custodian bank or supervisory bank.

3. Audit fees paid to audit organizations.

4. Valuation fees paid to valuation firms (if any); costs of legal counseling service, quotation service, and other services, remunerations paid to the fund’s representative board.

5. Costs of drafting, printing and sending the prospectus, summary prospectus, financial statements, and other documents to capital contributors; costs of information disclosure; costs of holding General Meeting of Investors, and meetings of the fund’s representative board.

6. Asset transaction costs and other expenses as prescribed by law.

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Article 9. Investors, General Meeting of Investors and representative board of a private fund

1. Rights and obligations of investors in a private fund are specified in the fund’s charter and conformable with relevant regulations in Article 16 hereof.

2. General Meeting of Investors, conditions and procedures for convening General Meeting of Investors, and ratification of decisions of General Meeting of Investors of a private fund shall comply with Articles 17, 18 hereof, except regulations on information disclosure.

3. The fund’s representative board and its members shall comply with the fund’s charter and relevant regulations in Article 19 hereof. Structure of the fund’s representative board must not comply with Clause 5 Article 19 hereof, unless otherwise prescribed in the fund’s charter.

Article 10. Transfer of stakes in a private fund

1. Capital contributors are entitled to freely transfer their stakes in the fund, except transfer restriction cases as prescribed by law and in the fund’s charter. The transfer of a part or all of stakes in the fund must satisfy the following conditions:

a) The transferee meets relevant requirements laid down in Clause 4 Article 3 hereof;

b) After the transfer of stakes is completed, the fund has 02 - 99 capital contributors who are all professional investors.

2. Within 15 days from the completion of stake transfer, the fund management company shall provide SSC with a report on transfer results made according to the form in Appendix VIII enclosed herewith. In case the value of a transfer transaction equals at least 5% of the fund’s charter capital, the report shall be accompanied by the transfer contract that is signed between capital contributors and bears certification of the fund management company.

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Article 11. Consolidation and merger of funds

1. At least 30 days before the General Meeting of Investors is convened, the fund management company shall provide investors with documents about the consolidation or merger of funds, including:

a) Consolidation or merger plan;

b) The draft of the consolidation or merger contract;

c) The audited annual financial statements or latest quarterly financial statements of consolidating funds or acquired funds;

d) The draft charter, prospectus (if any) and summary prospectus (if any) of the consolidated fund or acquiring fund.

2. Within 10 days from the date on which the decision on consolidation or merger is approved by the General Meeting of Investors, the fund management company shall notify such decision to creditors. Within 15 days from the receipt of the notification, creditors are entitled to request the fund to make payments. After this time limit, if the fund management company receives no requests for payment from creditors, payment obligations will be fulfilled by the consolidated fund or acquiring fund.

3. In case consolidating funds or acquired funds are managed by the same fund management company, costs of legal counseling, administrative expenses and costs of other services related to the consolidation or merger of funds shall not be accounted for as the fund’s expenses, unless otherwise decided by the General Meeting of Investors.

4. The fund management company and the fund’s representative board shall:

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b) Settle relevant rights, interests and obligations under agreements between relevant parties according to the voluntariness principle and in conformity with regulations of law;

c) Pay debts to creditors at their request. Payments to creditors that send request the fund as prescribed in Clause 2 of this Article must be completed by the effective date of the certificate of registration of fund establishment to the consolidated fund or acquiring fund.

5. The consolidation or merger date is the date on which the decision on consolidation or merge is approved by the General Meeting of Investors. From the date on which SSC issues a decision on consolidation or merger, the fund management company, custodian bank and supervisory bank (if any) shall:

a) Receive transfer of records, receipts, securities portfolio and other assets, and other documents relating to consolidating funds or acquired funds;

b) Ensure that the consolidated fund or acquiring fund shall inherit all rights and lawful interests, and be responsible for financial obligations, debts, including tax debts, and other financial obligations to the State; continue performing economic contracts of consolidating funds or acquired funds;

c) Complete procedures for registration of the consolidated fund’s or acquiring fund’s ownership of assets transferred from consolidating funds or acquired funds in accordance with relevant laws;

d) Perform obligations on behalf of the consolidated fund or acquiring fund in accordance with regulations of relevant laws.

6. Depending on terms and conditions of the consolidation or merger contract, and the consolidation or merger plan, the fund may combine switching of fund certificates and cash payment. The value of cash payment for a fund certificate shall not exceed 10% of the NAV per fund certificate calculated at the consolidation or merger date.

7. Within 07 working days from the consolidation or merger date, the fund management company shall disclose information about that consolidation or merger. Information to be disclosed includes:

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b) Rules for determination of NAV per fund certificate of consolidating funds or acquired funds at the consolidation or merger date; fund certificate switching ratio; ratio of cash payment per fund certificate (if any).

8. From the effective date of the certificate of registration of fund establishment of the consolidated fund or acquiring fund:

a) Consolidating funds or acquired funds cease to exist, and the consolidated fund or acquiring fund inherits all assets, debts, rights and lawful interests, and other obligations from consolidating funds or acquired funds;

b) Investors of consolidating funds or acquired funds shall receive assets in the form of fund certificates of the consolidated fund or acquiring fund according to the switching ratio determined on the consolidation or merger date;

c) Fund certificates of consolidating funds or acquired funds are canceled.

Article 12. Dissolution of funds

1. The General Meeting of Investors shall vote on the dissolution date. From the dissolution date, the fund management company, custodian bank and supervisory bank (if any) shall not:

a) Make investments or purchase assets for the fund;

b) Convert unsecured debts into debts secured with the fund’s assets;

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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;

dd) Perform other transactions for the purpose of illegally liquidating the fund’s assets.

2. The assets of a fund undergoing dissolution include:

a) The fund’s assets and asset rights existing at the time of compulsory dissolution;

b) Profits, assets and asset rights to be acquired by the fund from transactions confirmed before it is compulsorily dissolved;

c) Assets put up as collateral for fulfillment of the fund’s obligations. If the collateral is used for paying secured debts and the value of the collateral exceeds the amounts payable, the excess is considered the fund's assets.

3. The General Meeting of Investors shall designate an accredited audit organization or maintain the current fund’s representative board to inspect, assess and supervise the liquidation and distribution of the fund’s assets.

4. The fund management company or custodian bank, supervisory bank (if the fund management company is not available) shall carry out the liquidation and distribution of assets to investors according to the plan approved by the General Meeting of Investors. The time limit for liquidation or distribution of assets to investors shall comply with the dissolution plan but not exceed 02 years from the dissolution date. After this time limit, the fund management company or custodian bank, supervisory bank (if any) shall return the investment portfolio to investors according to Clause 6 of this Article. During the liquidation of assets, management fees, supervision fees and other costs shall be paid according to the schedule of service fees approved by the General Meeting of Investors.

5. When carrying out the liquidation of assets, the fund management company or custodian bank, supervisory bank (if any) shall ensure the followings:

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b) The liquidation of assets other than listed or registered securities must be approved by an independent audit organization or the fund’s representative board as prescribed in Clause 3 of this Article.

6. The fund management company or custodian bank, supervisory bank (if any) shall return the investment portfolio to investors in proportion to their holdings. The investment portfolio shall be returned to investors according to the following principle:

a) The fund is able to fulfill its payment obligations according to regulations and order in Points a, b Clause 4 Article 104 of the Law on securities;

b) The investment portfolio returned to investors must sufficiently have the same assets and structure as the fund’s portfolio;

c) The transfer of assets that are registered and deposited securities to investors shall be carried out the fund management company or custodian bank, supervisory bank (if any) according to VSDCC’s guidelines.

With regard to assets of which the ownership must be registered, the fund management company or custodian bank, supervisory bank (if any) shall request investment-receiving organizations, issuers and organizations managing shareholder registers to carry out registration of asset ownership for investors. The return of investment portfolio is considered complete when investors’ ownership of assets has been successfully registered.

7. Asset liquidation results must be certified by the custodian bank, supervisory bank (if any) and/or the fund management company, and approved by an independent audit organization or the fund’s representative board (if any) in charge of supervising the asset liquidation.

8. From the dissolution date to the date of completion of the dissolution, the fund management company shall send monthly reports to SSC and provide investors with NAVs, reports on assets and investment portfolio of the fund according to the forms in Appendix IX and Appendix X enclosed herewith.

9. The fund management company or custodian bank, supervisory bank (if any) and relevant entities shall be responsible for the accuracy, truthfulness and adequacy of the report on dissolution results. In case the report on dissolution results contains incorrect information or forged documents, the fund management company, custodian bank, supervisory bank (if any) and relevant entities shall bear joint responsibility for unpaid debts and personal responsibility for the consequences that occur within 05 years from the day on which the report on dissolution results is sent to SSC.

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PUBLIC FUNDS

Section 1. GENERAL PROVISIONS ON PUBLIC FUNDS

Article 13. Initial public offering of fund certificates

1. The initial public offering of fund certificates shall be made only after obtaining the certificate of registration of public offering of fund certificates from SSC.

2. Within 05 working days from the effective date of the certificate of registration of public offering of fund certificates, the fund management company shall disclose information about the offering according to regulations on disclosure of information on securities market, and also send the announcement of public offering of fund certificates made according to the form in Appendix XI enclosed herewith to SSC.

3. The entire capital contributed by investors shall be transferred to a separate account of the fund opened at the supervisory bank, and all baskets of component securities of authorized participants/investors must be deposited at VSDCC and shall be returned only after the effective date of the certificate of registration of fund establishment. The supervisory bank shall pay interests on the capital amounts held in escrow according to the interest rate on demand deposits.

Article 14. Distribution of fund certificates

1. The fund management company, distribution agent and underwriter (if any) shall distribute fund certificates fairly and openly, and allow investors a minimum period of 20 days to subscribe for fund certificates. This time limit shall be specified in the offering announcement.

In case the offering is oversubscribed, the fund management company shall distribute total number of fund certificates offered to investors in proportion to the ratio of fund certificates subscribed by each investor.

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3. Within 03 working days from the end of the offering, the fund management company shall disclose information, submit reports to SSC, pay the costs and bear other financial obligations arising from the capital raising, and return the contributed capital, including interests (if any), to investors when any of the following events occurs:

a) The requirements in Clause 1 Article 108 of the Law on Securities are not fully satisfied;

b) The distribution of fund certificates is not completed within the expected time limit.

4. Within 15 days from the end of the offering, the fund management company must complete the return of money to investors as prescribed in Clause 3 of this Article and at incur all costs of the capital raising.

5. The suspension and cancellation of the offering of fund certificates shall comply with Article 27 and 28 of the Law on Securities.

6. If additional closed-end fund certificates are offered to raise capital, procedures for announcement of the additional offering and distribution of call option shall comply with Article 13, Clauses 1, 2 of this Article and relevant regulations on listed organizations laid down in the Law on Securities and regulations of the Law on Enterprises.

Article 15. Certification of ownership of fund certificates

1. Within 05 days from the effective date of the certificate of registration of fund establishment or the modified certificate of registration of fund establishment, the fund management company shall itself, or authorize a transfer agent service provider to, certify the ownership of purchased fund certificates for investors and prepare the investor register which includes the following contents:

a) Name and headquarters address of the fund management company; name and headquarters address of the supervisory bank; full name of the fund; listed securities symbols of the fund (if any);

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c) List of investors/authorized participants (if any), specifying: full name, number of ID card, citizen’s identity card, passport or another valid personal identification paper, and contact address (if the investor or authorized participant is an individual); full name, abbreviated name, number of enterprise registration certificate, and headquarters address (if the investor or authorized participant is an organization); number of securities depository account (if any); number of the investor’s account or sub-account enclosed with the number of nominee account; the number of owned fund certificates; ownership percentage; subscription date and payment date;

d) Date of the investor register.

2. A nominee is allowed to open and manage a subsidiary investor register based on the contract signed with the fund management company or transfer agent service provider. The subsidiary investor register shall contain adequate information about investors as prescribed in Clause 1 of this Article. Any fees paid for managing the subsidiary investor register shall not be accounted for as the fund’s expenses.

3. The fund management company and transfer agent service provider must always have adequate information about the ownership of each investor, including those trading via nominee accounts. Information about assets of investors on the primary investor register, including investors conducting transactions on nominee accounts, shall be used as the proof for certifying their ownership of fund certificates. An investor's ownership shall be established from the time when the information about its/his/her ownership is updated in the primary investor register.

4. Within 10 days from the effective date of the certificate of registration of fund establishment, the fund management company or relevant service provider must carry out registration and depositing of listed fund certificates in accordance with law regulations on registration and depositing of securities. The number of ETF creation units offered/redeemed on the next trading day shall be automatically updated, registered and deposited on the system of VSDCC according to its guidelines.

5. Unless the fund management company gets opinions from investors during the offering, within 30 days from the effective date of the certificate of registration of fund establishment, the fund management company shall submit the following documents to SSC:

a) The meeting's minutes or vote counting record and the resolution of General Meeting of Investors;

b) The list and personal records of members of the fund’s representative board.

Article 16. Rights and obligations of investors

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a) Rights and obligations in Article 101 of the Law on Securities;

b) Right to equal treatment; each fund certificate will confer upon the owner equal rights, obligations and interests;

c) Right to freely transfer fund certificates, except transfer restriction cases as prescribed by law and in the fund’s charter;

d) Right to access periodically and irregularly disclosed information about the fund’s operations;

dd) Rights and obligations to participate in meetings of General Meeting of Investors and exercise right to vote directly or through authorized representatives or by means of remote communication (by mail, fax, email, online meeting, electronic voting or another electronic voting form);

e) Obligation to fully pay for fund certificates within the time limit specified in the fund’s charter and prospectus, and assume responsibility for debts and other liabilities which are equal to the value of payments for fund certificates;

g) Other rights and obligations as prescribed in the Law on Securities and the fund’s charter.

2. Investors or groups of investors holding at least 5% of total outstanding fund certificates or a smaller ratio prescribed by the fund’s charter shall have the following rights:

a) Access and extract minutes of meetings and resolutions of the fund’s representative board, annual financial statements and reports on the fund’s operations made by the supervisory bank;

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- There are grounds that the fund management company or supervisory bank infringes upon investors’ rights, fails to fulfill its obligations, or makes decisions beyond its authority prescribed in the fund’s charter or supervision contract or delegated by the General Meeting of Investors, and thus causes damage to the fund;

- The term of office of the fund’s representative board has expired for more than 06 months without holding a new election;

- Other cases prescribed in the fund's charter.

c) Request the fund management company and supervisory bank to provide explanations about issues concerning the fund’s assets, management and trading of the fund’s assets. Within 15 days from the receipt of the request, the fund management company or supervisory bank must give a response to the requesting investor;

d) Propose additional issues to the agenda of the General Meeting of Investors. The proposal shall be made in writing and sent to the fund management company at least 03 working days before the opening date, unless another period is specified in the fund’s charter;

dd) Perform other rights and obligations as prescribed in the fund's charter.

3. Investors or groups of investors holding at least 10% of total outstanding fund certificates or a smaller ratio prescribed by the fund’s charter shall have the right to nominate candidates to the fund’s representative board. Nomination procedures shall be carried out in accordance with regulations laid down in the Law on Enterprises on nomination of candidates to Boards of Directors by shareholders or groups of shareholders holding at least 10% of total ordinary shares.

4. The request of the investors or groups of investors mentioned in Clauses 2, 3 of this Article must be made in writing and include full name, contact address, number of ID card, citizen’s identity card, passport or another valid personal identification paper; name, headquarters address, nationality, number of establishment decision or enterprise registration certificate of the investor that is an organization; the number of owned fund certificates and time of ownership of each investor, total fund certificates of the group of investors and their holdings in fund; requests and recommendations; grounds and reasons thereof. If an extraordinary General Meeting of Investors is requested as prescribed in Point b Clause 2 of this Article, the request must be accompanied by documents stating the reasons for the extraordinary General Meeting of Investors; or documents and evidences about violations committed by the fund management company, supervisory bank, severity of the violation or about decisions issued beyond its authority specified in the fund’s charter or supervision contract.

Article 17. General meeting of investors

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a) Revisions to the fund’s charter;

b) Fundamental changes in the fund’s investment policies and objectives specified in the fund’s charter; changes in service fees paid to the fund management company and the supervisory bank; replacement of the fund management company or the supervisory bank;

c) Full or partial division, consolidation, merger or dissolution of the fund; change of charter capital of a closed-end fund; change of operating period of the fund;

d) Profit distribution plan;

dd) Election or dismissal the chairperson and members of the fund’s representative board; remunerations and operating cost of the fund’s representative board; selection of accredited audit organization to audit the fund’s annual financial statements, and independent valuation firm (if any); approval of annual reports on the fund’s finance, assets and operation;

e) Consideration and actions against violations committed by the fund management company, supervisory bank and the fund’s representative board if they cause damage to the fund;

g) Request for transaction documents presented by the fund management company and supervisory bank at the General Meeting of Investors;

h) Other issues within its competence as prescribed in the Law on Securities and the fund’s charter.

2. The annual General Meeting of Investors shall be convened within 04 months from the end of the fiscal year. At the request of the fund’s representative board, the time limit for convening the annual General Meeting of Investors may be extended by up to 06 months from the end of the fiscal year and such extension must be notified to SSC. If permitted in the fund’s charter, the annual General Meeting of Investors may be held by carrying out a questionnaire survey.

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a) The fund management company, or the supervisory bank, or the fund’s representative board deems it necessary for the fund’s interests;

b) It is convened at the request of investors or groups of investors as prescribed in Point b Clause 2 Article 16 hereof;

c) Other cases prescribed in the fund's charter.

The extraordinary General Meeting of Investors shall be convened within 30 days from the receipt of the request for extraordinary General Meeting of Investors.

4. The agenda of the General Meeting of Investors shall be prepared by the fund management company in accordance with regulations on agenda of the General Meeting of Shareholders laid down in the Law on Enterprises. At least 07 days before the General Meeting of Investors, the fund management company must provide the agenda and relevant documents for SSC, and disclose information about the General Meeting of Investors, including reasons and objectives of the meeting.

5. In case the fund management company refuses to convene the General Meeting of Investors as prescribed in Clause 3 of this Article, it shall assume legal responsibility to make compensation for any damage to the fund. If the fund management company continues refusing to convene the General Meeting of Investors as prescribed in Clause 3 of this Article, within 30 following days, the fund’s representative board or supervisory bank shall convene the General Meeting of Investors on behalf of the fund management company according to procedures laid down herein.

Article 18. Conditions and procedures for meeting and ratifying decisions of General Meeting of Investors

1. The meeting of the General Meeting of Investors shall be conducted when it is participated by a number of investors representing more than 50% of total votes. Investors may cast their votes directly or through their authorized representatives or by means of remote communication (by mail, fax, email, online meeting, electronic voting or another electronic voting form) as prescribed in the fund’s charter.

2. In case the conditions for conducting the first meeting specified in Clause 1 of this Article are not fulfilled, the second meeting will be convened within 30 days from the planned opening date of the first meeting. In this case, the General Meeting of Investors shall be conducted regardless of the number of participating investors.

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4. Resolutions of the General Meeting of Investors on the issues in Points b, c Clause 1 Article 17 hereof shall be ratified by voting at the meeting. In this case, a decision at the meeting shall be ratified when it is voted for by a number of investors representing more than 65% of total votes of all participating investors or a higher ratio as prescribed in the fund’s charter.

5. A decision of the General Meeting of Investors shall be ratified at the meeting when it is voted for by a number of investors representing more than 50% of total votes of all participating investors or a higher ratio as prescribed in the fund’s charter, except the case in Clause 4 of this Article.

6. Rules, contents and procedures for questionnaire survey must be specified in the fund’s charter and carried out in accordance with the Law on Enterprises. In this case, the fund management company shall send questionnaires and meeting documents to investors within the same time limit as invitations to the General Meeting of Investors.

7. In case of questionnaire survey, a decision of the General Meeting of Investors shall be ratified when it is voted for by a number of investors representing more than 50% of total votes of all voting investors or a higher ratio prescribed in the fund’s charter.

8. The fund management company and the fund’s representative board shall ensure that all resolutions of the General Meeting of Investors are conformable with laws and the fund’s charter. If a decision of the General Meeting of Investors is contrary to laws and the fund’s charter, investors’ opinions about this case shall be obtained by convening the General Meeting of Investors or questionnaire survey.

9. Investors of an open-end fund that object to a decision, which has been ratified by the General Meeting of Investors, on the issue in Point b or c Clause 1 of Article 17 may request the fund management company to redeem or switch their fund certificates or to another fund of the same type managed by that fund management company. The request must be made in writing and specify the investor’s name and address, quantity of fund units, reasons for redemption or switching. The investor’s request shall be sent to the headquarters of the fund management company or the distribution agent within 15 days from the date on which the decision is ratified by the General Meeting of Investors.

10. Within 45 days from the date of announcement of meeting results by the General Meeting of Investors, the fund management company shall complete the redemption or switching of fund certificates for investors objecting to the decision of the General Meeting of Investors as prescribed in Clause 9 of this Article. In this case, the redemption price shall be determined according to the NAV per fund certificate on the latest fund certificate trading day after the fund management company receives the investor’s request, and the investor shall not pay redemption or switching fees.

Article 19. Fund’s representative board

1. The fund’s representative board represents investors and is composed of 03 - 11 members elected by the General Meeting of Investors or voted for by investors by questionnaire survey.

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a) Representing the interests of investors; take actions in accordance with regulations of law to protect the interests of investors;

b) Approve the valuation manual which is used for determining the fund's NAV; list of quotation service providers and credit institutions as prescribed in Clause 3 Article 5, Clause 3 Article 20 hereof;

c) Approve the transactions in Clause 2 Article 21 hereof;

d) Decide the levels of profit distributed according to the profit distribution plan approved by the General Meeting of Investors; profit distribution time and method;

dd) Make decisions on issues which cannot be agreed upon between the fund management company and supervisory bank in accordance with regulations of law;

e) If permitted in the fund’s charter and authorized by the latest General Meeting of Investors, the fund’s representative board is entitled to make decisions on the issues specified in Points b, c, d, dd, e, g and h Clause 1 Article 17 hereof. In this case, the fund management company shall disclose information about decisions of the fund’s representative board in accordance with regulations on disclosure of information about decisions of the General Meeting of Investors;

g) Request the fund management company and supervisory bank to provide adequate and timely documents and information about fund management and supervision activities;

h) Perform other tasks as prescribed by law and in the fund’s charter.

3. Members of the fund’s representative board have the following rights and obligations:

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b) Perform their duties in a truthful and cautious manner for the best interests of the fund; not authorize other persons to perform their rights, obligations and responsibilities towards the fund;

c) Fully participate in meetings of the fund’s representative board and comment of the raised issues.

4. At least two thirds of members of the fund’s representative board are independent members according to the following rules:

a) They are neither related persons nor authorized representatives of the fund management company and supervisory bank;

b) They meet other requirements laid down in the fund’s charter.

5. The fund’s representative board shall have:

a) At least 01 independent member who has professional qualifications and experience in accounting and auditing;

b) At least 01 independent member who has professional qualifications and experience in securities investment analysis or asset management;

c) At least 01 member who has professional qualifications in law.

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6. The term of office, eligibility requirements and procedures for designation, dismissal and addition of members of the fund’s representative board shall be specified in the fund's charter and comply with regulations on members of Board of Directors and Board of Directors laid down in the Law on enterprises and the Law on securities.

7. Within 10 days from the date of designation, dismissal or replacement of members of the fund’s representative board, the fund management company shall notify and provide SSC with the list of members of the fund’s representative board made according to the form in Appendix XII enclosed herewith and their personal records.

8. Within 15 days from the date on which the structure or members of the fund’s representative board no longer satisfy conditions as prescribed, the fund’s representative board shall select qualified persons to act as provisional members of the fund’s representative board. These provisional members shall perform rights and obligations of members of the fund’s representative board until the General Meeting of Investors officially appoint new members.

9. Decisions of the fund’s representative board shall be ratified by voting at the meeting, questionnaire survey or another method specified in the fund’s charter. Each member of the fund’s representative board has one vote.

10. A meeting of the fund’s representative board shall be convened when it is participated by at least two thirds of its members of which more than 50% are independent members. Members who do not directly participate in the meeting may vote by questionnaire survey or in other form as prescribed in the fund’s charter. A decision of the fund’s representative board shall be ratified when it is voted for by the majority of the members and the majority of the participating independent members.

11. The fund management company shall give personnel and technical equipment assistance and draft documents at the meetings of the fund’s representative board. The meeting of the fund’s representative board shall be held at least quarterly or at the request of the fund management company. Procedures for conducting meeting and sending documents about the meeting of the fund’s representative board shall be same as those for meeting of the Board of Directors laid down in the Law on enterprises, and specified in the fund’s charter. The meeting may be participated directly, online through audio-visual means of communications or through other methods prescribed in the fund's charter.

12. The minutes of meeting of the fund’s representative board must be made in detail and clearly. The minutes must bear the signatures of the secretary and chair of the meeting. In case the chair and the secretary of the meeting refuse to sign the minutes, they will be effective if they are signed by all of other participating members and contain adequate information as prescribed. The minutes of the meeting of the fund’s representative board must be retained by the fund management company in accordance with the Law on enterprise and the fund’s charter.

13. Unless otherwise prescribed in the fund’s charter, remuneration and other benefits of members of the fund’s representative board shall be paid as follows:

a) Members of the fund’s representative board shall receive remuneration for their performance of tasks and have the costs of food, accommodation, travel and other reasonable costs reimbursed based on total working days, the nature of work and average daily wage as prescribed in the fund’s charter and decision of the General Meeting of Investors. The fund management company shall deduct income tax of members of the fund’s representative board in accordance with regulations of relevant laws.

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Article 20. Fund's NAV

1. The fund management company shall determine the fund’s NAV, the NAV per ETF creation unit and the NAV per fund certificate. To be specific:

a) The fund’s NAV is the total value of the fund’s assets minus the value of its liabilities. Total value of the fund’s assets is determined according to the market value or fair value of assets (if the market value is not available). Total liabilities of the fund are debts or payment obligations incurred by the fund by the date before the valuation date. The NAV shall be rounded up in accordance with law regulations on accounting and auditing. Any balance arising from the rounding up of the fund’s NAV shall be accounted for as the fund’s assets. The market value and fair value of assets, and the value of debts and payment obligations shall be determined according to the rules laid down in Appendix XIV enclosed herewith and internally adopted in the valuation manual or approved in writing by the fund’s representative board. The real estate valuation must be carried out every year;

b) The NAV per fund certificate is the fund’s NAV divided by the number of outstanding fund certificates;

c) The NAV per ETF creation unit is the fund’s NAV divided by the number of ETF creation units.

2. The fund management company must formulate the valuation manual which shall, inter alia, include the following contents:

a) Rules and criteria for selection and replacement of a quotation service provider. Quotation service providers must not be related persons of the fund management company and supervisory bank;

b) Rules, procedures and methods for valuation of the fund’s assets. These rules, procedures and methods for valuation must be clear, reasonable and conformable with regulations of law and the fund’s charter.

3. The valuation manual and the list of at least 03 quotation service providers that are not related persons of the fund management company and supervisory bank must be approved by the fund's representative board and provided for the supervisory bank for supervising the determination of NAVs.

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a) Determine the NAV and the NAV per fund certificate of a closed-end fund every week;

b) Determine the NAV and the NAV per fund certificate of a open-end fund on each trading day but at least once per week;

c) Determine the NAV of an ETF, the NAV per ETF creation unit and the NAV per ETF certificate on daily basis.

5. The fund’s NAV, the NAV per creation unit and the NAV per fund certificate must be confirmed by the supervisory bank. The confirmation may be made in writing or through the electronic information system of the supervisory bank with the approval of the fund management company.

6. NAVs in Clauses 4, 5 of this Article must be published on the websites of the fund management company and SE. NAVs will be provided for investors on the working day following the valuation date. Information about NAVs to be disclosed shall comply with the form in Appendix XXIV enclosed herewith.

7. The fund management company or the iNAV calculation service provider that is authorized by the fund management company shall calculate iNAV based on the market values of recently traded component securities. iNAV is only the reference price and is not used for determining the trading price. iNAV is updated every 15 seconds and published on the website of the fund management company or the SE's system.

8. The fund management company may authorize the supervisory bank to calculate the fund’s NAV, the NAV per creation unit and the NAV per fund certificate. In this case, the fund management company and the supervisory bank must adopt appropriate mechanism and procedures for comparing, reviewing and inspecting to ensure that the NAVs are accurately calculated according to the fund’s charter, valuation manual and relevant laws.

9. Within 24 hours from the detection of miscalculation of NAV, the supervisory bank must notify and request the fund management company to promptly correct the NAV or vice versa in case the NAV is calculated by the supervisory bank.

10. Within 05 working days from the detection of miscalculation of NAV, the fund management company or supervisory bank (if the NAV is calculated by the supervisory bank) shall correct the NAV and disclose information as prescribed, and notify SSC of such miscalculation, including the causes and time of miscalculation and taken remedial actions. This notification must bear certifications of both the fund management company and supervisory bank.

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Article 21. Fund's asset transactions

1. The fund’s securities which are listed or registered for trading on SE shall be sold and purchased via the SE’s trading system.

2. With regard to transactions in assets which may be traded by put-through method (except transactions conducted on the SE’s trading system), the fund management company shall ensure that:

a) The estimated price range, trading time, transaction partners or criteria for determining transaction partners, and type of traded assets must be approved in writing by the fund’s representative board before the transaction is conducted;

b) If the actual buy price or sell price is respectively higher or lower than the reference price of the quotation service provider, or beyond the approved price range prescribed in Point a of this Clause, the fund management company shall provide explanations for the fund’s representative board.

3. Real estate transactions shall be conducted according to Article 53 hereof.

Article 22. Information provision, advertising and introduction of the fund

1. The fund management company may advertise, provide information and introduce the fund on the mass media, means of communication and other advertising means.

2. The fund management company and relevant entities are not allowed to advertise, provide information or introduce the fund that is not issued with the certificate of registration of public offering of fund certificates or has been shut down, except seminars organized to introduce the fund to officials of competent authorities.

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4. Advertising materials and documents introducing the fund shall not contain any statements which mislead investors about the increasing value of investments, or guarantees or forecasts about investment returns in the future. These provisions shall not apply to open-end funds that invest entirely in bonds or fixed-income securities, and capital preservation funds.

5. The fund management company and relevant entities shall not give any firm guarantee that the fund's investment results will be better than those of other funds, reference portfolio provided in the prospectus or any other economic indicators.

6. If any information, advertising materials or introduction about the fund refers to regulatory authorities, they must clearly specify that such authorities only certify the legitimacy during the establishment and operation of the fund, and not guarantee such provided information, advertising materials, the fund’s investment objectives and strategies, the fund’s assets, the value of fund units, profitability and risk levels. The fund’s advertising or introduction documents shall not use the name, logo, image, position, reputation or mails of regulatory authorities or their officials, or thank-you letters of investors to advertise or introduce the fund or offer fund certificates.

Article 23. Recommendations

1. The information, advertising and introduction documents about the fund must contain the following recommendations:

a) Investors should carefully read the prospectus before buying fund certificates and pay attention to service fees when conducting fund certificate transactions;

b) Trading prices of fund certificates may vary depending on market developments, and investors may suffer losses on their capital invested in the fund;

c) Any previously disclosed information about the fund’s business performance is for reference only and does not mean that the investment will be profitable.

2. Information, advertising and introduction documents must indicate potential risks investors may incur when investing in the fund.

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Article 24. Investment portfolio and limits

1. The investment portfolio of a closed-end fund must be conformable with its investment objectives and policies specified in the fund's charter and prospectus.

2. The fund may invest in the following assets:

a) Deposits at commercial banks as prescribed by the Law on banking;

b) Money market instruments, including financial instruments and negotiable instruments as prescribed by law;

c) Government’s debt instruments, Government-backed bonds and municipal bonds;

d) Listed shares, shares registered for trading, bonds listed on SE, and public fund certificates;

dd) Unlisted shares of issuers that are operating under the law of Vietnam; shares of joint-stock companies or stakes of limited liability companies;

e) Rights arising in connection with securities held by the fund;

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4. The structure of the fund’s investment portfolio must be conformable with the fund’s charter and the following provisions:

a) The fund shall not invest in more than 10% of total value of outstanding securities of an issuer, except Government’s debt instruments;

b) The fund shall not invest more than 20% of total value of its assets in outstanding securities and other assets (if any) specified in Points a, b Clause 2 of this Article of an issuer, except Government’s debt instruments;

c) The fund shall not invest more than 10% of total value of its assets in the assets specified in Points dd, g Clause 2 of this Article;

d) The fund shall not invest more than 30% of total value of its assets in the assets specified in Points a, b, d, dd Clause 2 of this Article of companies in the same group of: parent company-subsidiaries; companies holding more than 35% of each other’s shares/stakes; subsidiaries of the same parent company;

dd) The fund shall not invest in its fund certificates;

e) The fund may invest in other public fund certificates and public securities investment companies managed by other fund management companies, but shall not:

- Invest in more than 10% of total outstanding fund certificates of a public fund or total outstanding securities of a public securities investment company;

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- Invest more than 30% of total value of its assets in public fund certificates or shares of public securities investment companies.

5. A closed-end fund’s investments may only exceed the limits specified in Points a, b, c, d and e Clause 4 of this Article for the following reasons:

a) Price fluctuation of the assets in the fund’s investment portfolio;

b) Making payments of the fund as prescribed by law;

c) Full or partial division, consolidation or merger of the issuers;

d) The fund is newly established, increases its capital, or is established from consolidation or merger of funds within the last 06 months from the issue date of the certificate of registration of fund establishment or the modified certificate of registration of fund establishment;

dd) The fund is undergoing dissolution.

6. Within 03 months from the day on which the investment limits are exceeded due to the reasons in Points a, b, c and d Clause 5 of this Article, the fund management company shall notify it to SSC and adjust the investment portfolio in conformity with Clause 4 of this Article.

7. If the excess investments are caused by the fund management company’s failure to comply with the investment limits prescribed by law or the fund’s charter, the fund management company shall adjust the investment portfolio within 15 days from the occurrence of such excess. The fund management company shall pay compensation for any damage incurred by the fund and incur all costs arising from the adjustment of the investment portfolio. Any profits earned will be accounted for as the fund’s profits.

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9. The fund shall make indirect outward investments in accordance with regulations of the Law on investment after obtaining SSC’s approval, and must comply with the following rules:

a) The fund has obtained the indirect outward investment limits set by SBV;

b) The fund shall only make indirect outward investment in the assets specified in the fund’s charter and in conformity with SBV’s regulations;

c) The fund’s outward investment shall not exceed 20% of its NAV and its registered investment limit certified by SBV.

d) The fund’s indirect outward investments, indirect outward investment limits and adjustment thereof shall comply with regulations on investments, investment limits and adjustment thereof laid down in this Article.

Article 25. Borrowing, lending, repo transactions and margin trading

1. The fund management company is not allowed to use the fund’s capital and assets to provide loans or loan guarantees.

2. The fund management company must not get loans to make investments, except short-term loans prescribed by the banking law for covering necessary costs of the fund or paying for fund certificate transactions with investors. Total value of short-term loans of the fund shall not exceed 5% of its NAV at any time and the loan term shall not exceed 30 days.

3. The fund management company is not allowed to use the fund’s assets to conduct margin trading (borrow money to purchase securities) for the fund or any entity, or to conduct short sale or lend securities.

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Article 26. Distribution of fund’s profits and expenses

1. The fund shall distribute profits to investors according to Article 7 hereof.

2. The fund's expenses shall comply with Article 8 hereof.

Article 27. Consolidation and merger of funds

The consolidation and merger of funds shall comply with Article 11 hereof.

Article 28. Dissolution of funds

1. The dissolution of funds shall comply with Article 12 hereof.

2. Within 05 working days after obtaining the written approval for dissolution from SSC, the fund management company shall follow procedures for delisting and deregistration of fund certificates.

Section 3. OPEN-END FUNDS

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1. Investors shall open fund certificate trading accounts at distribution agents. Investors are entitled to open one of two following trading accounts:

a) Investor’s account (in the name of the investor);

b) Trading sub-account on the nominee account opened in the name of the nominee (hereinafter referred to as “investor’s sub-account”).

2. Before opening accounts for investors, including investor’s sub-accounts, distribution agents shall consolidate and verify identification information about investors, beneficiaries (if any) and anti-money laundering information according to the form in Appendix XV enclosed herewith. The fund management company, distribution agents and relevant service providers shall establish their own systems for managing and storing adequate information and data about investors in accordance with regulations of the Law on anti-money laundering and relevant laws.

3. When requesting investors to provide information as prescribed in Clause 2 of this Article, distribution agents may decide whether to meet investors in person or not. If the fund management company and its distribution agent decide not to meet investors in person, they must adopt measures, methods and technologies for identifying, adequately collecting and verifying information about investors in accordance with regulations of the Law on securities, the Law on anti-money laundering, the Law on electronic transactions and relevant laws on security and confidentiality of investors’ information. If information about investors is not satisfied, distribution agents are entitled to refuse to open accounts or sub-accounts for such investors.

4. An investor’s account or sub-account shall, inter alia, have the following contents:

a) Trading account/sub-account number;

b) The number of fund units;

c) Increase or decrease in fund units and reasons thereof;

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- If the investor is an individual: Full name, number of ID card, citizen’s identity card, passport or another valid personal identification paper, contact address, telephone number and email address (if available);

- If the investor is an organization: Name, headquarters address, number of license for establishment and operation, number of enterprise registration certificate of the organization; full name, number of ID card, citizen’s identity card, passport or another valid personal identification paper, contact address, telephone number and email address (if available) of the organization’s authorized representative.

5. Accounts and sub-accounts of investors must be managed according to the following rules:

a) The fund management company, distribution agents and relevant service providers shall separately and independently open and manage accounts for each nominee and each investor. Distribution agents shall provide information about opening and closing accounts of investors for the fund management company and relevant service providers;

b) Nominees shall independently and separately open and manage sub-accounts for each investor. The sum of balances on sub-accounts of investors must match the balance on the nominee account; the balance on each sub-account must match the data about the investor's ownership of fund certificates in the primary investor register;

c) The nominee shall provide information about each investor’s sub-account for the fund management company and/or relevant service provider; and regularly check to ensure that the balance on each investor’s sub-account corresponds to data about that investor’s ownership of fund certificates in the primary investor register.

6. Before opening trading accounts, foreign investors shall carry out procedures for registration of securities trading codes as prescribed.

7. Distribution agents, fund management company and relevant service providers shall promptly, adequately and accurately update securities trading codes of foreign investors and their ownership status, and provide them for competent authorities as requested.

Article 30. General provisions on fund certificate trading

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2. Investors shall conduct fund certificate transactions at distribution agents mentioned in the prospectus or summary prospectus or on the website of the fund management company. The fund management company, distribution agents and relevant service providers must establish a system for receiving trading orders to ensure that investors can place trading orders at distribution agents.

3. Distribution agents shall only receive trading orders from investors when order forms are filled with complete and accurate information according to the form in Appendix XVI enclosed herewith. Order forms shall be kept by distribution agents in accordance with regulations of the Law on Securities. The time of receiving orders and information about receivers must be also recorded in an adequate, accurate, timely and explicit manner. Receipt of investor’s trading orders via telephone, fax, electronically or by other electronic devices and transmission lines must comply with regulations on electronic transactions, and order forms shall be stored in the form of data files.

4. The fund management company and relevant service providers shall only implement orders received prior to the closing time of the order book. Orders received after the closing time of the order book shall be either cancelled or executed on the following fund certificate trading day as prescribed in the fund’s charter and prospectus.

5. Within 03 working days from the fund certificate trading day and before the next fund certificate trading day, the fund management company, distribution agents and relevant service providers shall adequately update information about investors’ ownership of fund certificates on the primary investor register, and provide investors with transaction confirmations made according to the form in Appendix XVII enclosed herewith.

6. Within 02 working days from the fund certificate trading day (but before distribution of fund certificates), if a transaction error which is caused by mistakes in consolidating information, receiving, transferring or inputting trading orders into the system is detected, the distribution agent shall notify it to the fund management company or relevant service provider and request for error correction. After the abovementioned time limit, the distribution agent shall assume responsibility before the investor for the transaction error.

7. The fund management company, distribution agents and relevant service provider shall prepare and keep order books recording adequate information about fund certificate trading orders of investors according to the form in Appendix XVIII enclosed herewith. Distribution agents shall provide statements of trading accounts or sub-accounts at the request of investors.

8. In case the fund management company manages two or more open-end funds, investors may switch between such funds if permitted in charters of such funds and prospectuses. The switching order shall be implemented as follows:

a) Redemption orders shall be implemented first, and then orders for subscription of target fund certificates will be implemented;

b) Orders shall be implemented on fund certificate trading days of corresponding funds;

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Article 31. Fund certificate subscription orders

1. Subscription orders shall be implemented according to the following rules:

a) An investor’s subscription order must be accompanied by valid documents certifying the investor's payment made to the fund’s account or shall be accepted after the supervisory bank has given a confirmation to the fund management company, distribution agent or relevant service provider that it has received the full payment for fund certificates from the investor or nominee. The payment confirmation may be made in writing, by email, or through the electronic information system of the supervisory bank with the approval of the fund management company;

b) A nominee is allowed to make payment according to the difference between subscription orders and redemption orders;

c) Investors may pay for fund certificates by bank transfer or other methods as prescribed in the fund’s charter and the prospectus. Payments for fund certificates shall be transferred directly to the fund’s account opened at the supervisory bank as prescribed in Clause 2 of this Article and shall not transferred to other accounts of distribution agents;

d) The value of a subscription order shall not be smaller than the minimum buying value (if any) prescribed in the fund's charter and the prospectus;

dd) The number of fund units sold to an investor or nominee may be an odd number in decimal format, and up to the second decimal place.

2. The fund management company shall open an account at the supervisory bank to receive payments for fund certificates from investors and nominees. Nominees shall open deposit accounts at the supervisory bank as prescribed in Point d Clause 3 Article 77 hereof for receiving payments from investors for their transactions conducted via nominee accounts.

3. Payments for fund certificates shall be transferred to the fund's account opened at the supervisory bank and used for making investments immediately on the fund certificate trading day. The supervisory bank shall pay interests to the fund according to the applicable interest rate on demand deposits after the fund receives payments for fund certificates from investors.

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Article 32. Fund certificate redemption orders

1. Redemption orders shall be implemented according to the following rules:

a) A redemption order shall be implemented only when the investor or nominee has enough fund certificates for redemption and the remaining number of fund certificates of the investor after redemption transaction shall not be lower than the prescribed minimum number of fund certificates (if any) for maintaining the investor’s account or sub-account prescribed in the fund’s charter and prospectus;

b) A redemption order may not be implemented or may be implemented partially as prescribed in Clause 1 Article 33 hereof;

c) The payment shall be made by the deadline prescribed in the fund’s charter and prospectus and within 05 working days from the fund certificate trading day except the case in Clause 3 Article 33 hereof;

d) Payment for the sold fund certificates shall be transferred to the investor’s or nominee’s bank account or another account designated by the investor.

2. Within 03 working days from the receipt of payment as prescribed in Point c Clause 1 of this Article, the nominee shall make payment to the investor.

3. If permitted by the fund’s charter and prospectus, the fund management company may partially transfer the portfolio instead of cash payment to the investor. The transfer of portfolio must comply with the following provisions:

a) The fund management company deems it necessary to avoid negative impacts on the fund’s NAV. The portfolio transfer must be approved in writing by the fund's representative board and reported in the next General Meeting of Investors;

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c) The value of the redemption order is more than VND 50 billion or a higher value as prescribed in the fund’s charter and prospectus;

d) The structure of the portfolio transferred to the investor must be same as that of the fund’s portfolio.

4. The supervisory bank shall check and guarantee that the portfolio transfer is conformable with Clause 3 of this Article.

Article 33. Partial redemption and suspension of open-ended fund certificate trading

1. The fund management company is entitled to partially satisfy an investor’s subscription, redemption or switching order in one of the following cases:

a) Total value of redemption orders (including those in switching activities) minus total value of subscription orders (including those in switching activities) on a fund certificate trading day is higher than 10% of the fund’s NAV;

b) The implementation of all of trading orders of investors will lead to one of the following facts:

- The fund’s NAV falls below VND 50 billion; or

- The value of remaining fund units or total number of remaining fund units on the investor’s account is lower than the minimum value or number of fund units required to maintain the investor’s account as prescribed in the fund's charter and prospectus (if any); or

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- The number of outstanding fund units exceeds the maximum quantity (if any) prescribed in the fund's charter and prospectus.

c) Other cases prescribed in the fund's charter and prospectus.

2. In case of partial implementation of subscription, redemption or switching orders as prescribed in Clause 1 of this Article, the fund's charter and prospectus, the fund management company is allowed to apply one of the following principles:

a) Temporal priority principle: trading orders will be implemented on a first-come, first-served basis;

b) “same ratio” principle: the processed value shall be distributed to all investors at the same ratio between the processed value and the registered value.

3. In the case prescribed in Point a Clause 1 of this Article, if permitted in the fund’s charter and prospectus, the fund management company may extend the payment time limit up to 30 days from the fund certificate trading day with the approval of the fund's representative board.

4. The fund management company may suspend a fund certificate transaction in any of the following events:

a) The fund management company is unable to redeem fund certificates as requested due to force majeure events;

b) The fund management company is unable to determine the fund’s NAV on the date of determination of redemption price due to suspension of trading of securities on the fund's portfolio under the SE's decision;

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5. The fund management company shall submit a report to the fund’s representative board and SSC within 24 hours from the occurrence of any of the events mentioned in Clause 4 of this Article, unless otherwise requested by SSC, and shall redeem open-ended fund certificates after the end of the event.

6. The period of suspension of fund certificate trading shall comply with the fund’s charter but not exceed 90 days from the suspension date.

7. Within 30 days from the end of the suspension period of fund certificate trading prescribed in Clause 6 of this Article, the fund management company shall hold a meeting to get opinions of the General Meeting of Investors about the dissolution or partial division of the fund or extension of the suspension period.

8. Within the time limit for convening the General Meeting of Investors, if the event causing the suspension of fund certificate trading has ended, the fund management company may cancel the meeting of the General Meeting of Investors.

Article 34. Prices of initial offering, selling and redemption of open-end fund certificates

1. Initial offering price of a fund unit shall be prescribed by the fund management company in the fund’s charter and prospectus.

2. The selling price of a fund unit is the price that investors must pay to the fund management company and is equal to the NAV per fund unit calculated at the fund certificate trading day plus the issuance fee (if any).

3. The redemption price of a fund unit is the price which the fund management company must pay to investors and is equal to the NAV per fund unit calculated at the fund certificate trading day minus the redemption fee (if any).

4. Redemption, issuance and switching fees may vary depending on the fund certificate holding period, investment or investment value. Maximum service fees must be specified in the fund’s charter and prospectus. Specific service fees are specified in the prospectus or summary prospectus or on the website of the fund management company or distribution agent. The maximum issuance fee is 5% of the trading value. The maximum redemption or switching fee is 3% of the trading value.

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Article 35. Investment portfolio and limits of open-end funds and index funds

1. The fund's investment portfolio must be conformable with its investment objectives and policies specified in the fund's charter and prospectus.

2. The fund may invest in the following assets:

a) Deposits at commercial banks as prescribed by the Law on banking;

b) Money market instruments, including financial instruments and negotiable instruments as prescribed by law;

c) Government’s debt instruments, Government-backed bonds and municipal bonds;

d) Listed shares, shares registered for trading, bonds listed on SE, and public fund certificates;

dd) Shares initially offered to the public, bonds offered to the public; corporate bonds privately placed by listed organizations with payment guarantee by credit institutions or with the issuer's commitment to repurchase at least 30% of the value of the bond offering at least once every 12 months;

e) Derivatives listed on SE and used for prevention of risks to underlying securities held by the fund;

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3. The investment in the assets specified in Point dd Clause 2 of this Article must satisfy the following conditions:

a) The investment is prescribed in the fund’s charter and prospectus;

b) The fund’s representative board approves securities types, code, quantity, trading value and time in writing;

c) There are documents proving payment guarantee or the issuer’s repurchase commitment.

4. The structure of the investment portfolio of an open-ended fund must ensure the following investment limits:

a) Except deposits on the fund’s checking account opened at the supervisory bank, the open-end fund shall not use more than 49% of total value of the fund’s assets to invest in the assets specified in Points a, b of this Article. This regulation does not apply to bond funds;

b) The fund shall not invest in more than 10% of total value of outstanding securities of an issuer, except Government’s debt instruments;

c) The fund shall not invest more than 20% of total value of its assets in outstanding securities and other assets (if any) specified in Points a, b Clause 2 of this Article of an issuer, except Government’s debt instruments;

d) The fund shall not invest more than 30% of total value of its assets in the assets specified in Points a, b, d, dd and e Clause 2 of this Article of companies in the same group of: parent company-subsidiaries; companies holding more than 35% of each other’s shares/stakes; subsidiaries of the same parent company. In which, the investment in derivatives shall be the value agreed upon in the contract determined according to Appendix XIV enclosed herewith;

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e) Total value of major investments in the fund’s investment portfolio shall not exceed 40% of total value of its assets, except bond funds. A major investment is an investment in the assets specified in Points b, d, dd and g Clause 2 of this Article (except deposit certificates) of an issuer, which is worth at least 5% of total value of the fund’s assets;

g) Total value of derivative transactions, outstanding debts and amounts payable of the fund shall not exceed the fund’s NAV at any time;

h) The fund shall not invest in its fund certificates;

i) The fund may invest in other public fund certificates and public securities investment companies managed by other fund management companies, but shall not:

- Invest in more than 10% of total outstanding fund certificates of a public fund or total outstanding shares of a public securities investment company;

- Invest more than 20% of total value of its assets in fund certificates of a public fund or shares of a public securities investment company;

- Invest more than 30% of total value of its assets in public fund certificates or shares of public securities investment companies;

k) The fund shall not directly invest in real estate, precious stones and precious metals;

l) It must hold securities of at least 06 issuers, except bond funds.

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a) Price fluctuation of the assets in the fund’s investment portfolio;

b) Making payments of the fund as prescribed by law, including implementation of trading orders of investors;

c) Full or partial division, consolidation or merger of the issuers;

d) The fund is newly established or established from a partial division, consolidation or merger of funds within the last 06 months from the issue date of the certificate of registration of fund establishment or the modified certificate of registration of fund establishment;

dd) The fund is undergoing dissolution.

6. The fund management company shall submit reports, disclose information and adjust the fund’s investments as prescribed in Clauses 6, 7, 8 Article 24 hereof.

7. The fund management company shall only make deposits and invest in money market instruments as prescribed in Points a, b Clause 2 of this Article at the credit institutions on the list approved by the fund’s representative board.

8. Open-end funds may make indirect outward investments according to Clause 9 Article 24 hereof.

9. The fund’s borrowing, lending, repo transactions, margin trading and short sale shall be carried out in accordance with Article 25 hereof.

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Article 36. Compensation to funds and investors

1. The fund management company shall pay compensation to the fund and investors when the fund’s NAV is miscalculated as follows:

a) The error is at least 0,75% of the NAV of the bond fund;

b) The error is at least 1% of the NAV of another fund.

2. The fund management company shall formulate the plan for rectification and compensation to the fund and investors according to the following order:

a) Re-calculate the NAVs which have been miscalculated;

b) Determine compensation to the fund and investors due to miscalculation. The fund management company must not pay compensation to investors that incur damage assessed at less than VND 100.000 (or a smaller value prescribed in the fund's charter) but its total payment must be made to the fund, unless otherwise decided by the General Meeting of Investors;

c) Within 15 days from the date of revaluation of the NAV, the fund management company shall submit a report to SSC on the plan for compensation to the fund and investors. The compensation plan must indicate the reasons, miscalculation period, and damage incurred by the fund/investors, enclosed with the list of investors, and compensation paid to each investor;

d) Within 07 working days from the reporting date, the fund management company shall carry out procedures for paying compensation to the fund and investors.

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a) If an investor has bought fund certificates before the miscalculation of the fund’s NAV and sold such fund certificates within the miscalculation period, the compensation shall be determined according to the error margin and the number of fund certificates sold;

b) The compensation paid to the fund shall be determined according to the error margin and the number of fund units which have been offered during the miscalculation period and are still outstanding.

4. If the fund has been overvalued, the compensation paid to the fund and investors shall be determined as follows:

a) If an investor has bought fund certificates within the miscalculation period and still holds such fund certificates after this period, the compensation shall be determined according to error margin and the number of fund units bought and held by that investor;

b) The compensation paid to the fund shall be determined according to the error margin and the number of fund units which have been offered before the miscalculation period and redeemed within such period by the fund.

5. The fund management company shall incur all costs of compensation to the fund and investors. If permitted in the fund’s charter and approved by the General Meeting of Investors, the costs of compensation to investors as prescribed in Point a Clause 3 and Point a Clause 4 of this Article may be accounted for as the fund’s expenses.

6. The fund management company is liable to pay compensation to the fund in the following cases:

a) Fail to comply with investment policies or invests in restricted assets as prescribed by law and the fund’s charter;

b) Use the borrowed capital improperly or inconsistently with regulations of law; or take loans in excess of the limits specified in the fund's charter and regulations of law;

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7. The compensation paid to the fund in any of the cases in Clause 6 of this Article shall be determined according to the damage incurred from the investment made inconsistently with law or beyond the prescribed limit or the loan amount. Any profits earned from the abovementioned investments or business operations shall be accounted for as the fund’s profits.

8. The compensation shall be paid to the fund and investors as prescribed in Clause 1 and Clause 6 of this Article through the supervisory bank. The fund management company shall establish a mechanism for cooperation in payment with the supervisory bank so as to punctually give orders to make payments to the fund and investors.

9. The fund management company shall include the compensation to the fund and investors in its annual operational report as prescribed in Clause 2 Article 79 hereof, including the reasons, damage, the number of investors receiving compensation, compensation amount paid to each investor, compensation paid to the fund, compensation form, payment method and other remedial actions (if any).

Article 37. Distribution of fund’s profits and expenses

1. The fund shall distribute profits to investors according to Article 7 hereof.

2. If prescribed in the fund’s charter and prospectus, the fund management company may distribute the fund’s assets to investors more than the realized profits, provided that, after such distribution, the fund’s NAV shall not be lower than VND 50 billion. The distribution plan or roadmap, assets to be distributed, or funding sources must be approved by the General Meeting of Investors.

3. The fund’s expenses:

a) Expenses prescribed in Article 8 hereof; costs of provision of transaction confirmations, account statements and other documents to investors;

b) Costs of fund management services, transfer agent services and other payments made by the fund management company to relevant service providers;

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5. The fund management company and distribution agents shall pay costs of printing and release of advertising materials and documents on the fund’s products.

Article 38. Full and partial division of an open-end fund

1. At least 30 days before the General Meeting of Investors, the fund management company shall provide investors with documents about the full or partial division of the fund, including:

a) The plan for full or partial division of the fund;

b) The draft charters of new funds.

2. The fund management company shall act on behalf of the fund to pay all debts and fulfill all financial obligations of the fund before its full or partial division.

3. The date of full or partial division of the fund is the date on which the decision on full or partial division of the fund is approved by the General Meeting of Investors. Within 15 days from the date on which SSC issues a decision to approve the full or partial division of the fund, the supervisory bank and relevant service providers shall fully or partially divide the fund’s investment portfolio and carry out procedures for registration of asset ownership for new as prescribed by law.

4. Within 07 working days from the effective date of the certificate of registration of fund establishment of a new fund, the fund management company, relevant service providers and nominees shall:

a) Complete the preparation of the primary/subsidiary investor registers of the new fund;

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c) Certify the ownership of fund certificates for each investor after the full or partial division;

d) Disclose information about the full or partial division of the fund as prescribed by law.

Article 39. Consolidation and merger of funds

1. The consolidation and merger of funds shall comply with Article 11 hereof.

2. The fund management company may suspend fund certificate trading within 30 days in order to complete the consolidation or merger, except the redemption or switching of fund certificates for investors that object to the consolidation or merger.

3. Within 15 days from the effective date of the certificate of registration of fund establishment of the fund established after the consolidation or merger, the fund management company shall receive and implement redemption, subscription and switching orders of the consolidated fund or the acquiring fund.

Article 40. Dissolution of funds

1. The dissolution of funds shall comply with Article 12 hereof.

2. The fund management company and relevant service providers shall not organize programs for advertising or introduction of the fund in order to receive and implement fund certificate subscription, redemption and switching orders from the date of the compulsory dissolution of the fund.

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Article 41. Tracking error

1. The fund management company shall ensure that the difference between the NAV per creation unit and benchmark index of the ETF shall not exceed the maximum tracking error prescribed by SE. The tracking error will be determined according to Appendix XIX enclosed herewith.

2. Where this tracking error exceeds 80% of the maximum one prescribed by SE, the fund management company shall report this event to SSC and SE, and disclose information as prescribed within 24 hours from the occurrence of the event. Within 03 months from the occurrence of the event, the fund management company shall adjust the fund’s investment portfolio to ensure that the tracking error will not exceed 80% of the prescribed maximum one.

Article 42. Authorized participants, distribution agents and market makers

1. Rights of an authorized participant:

a) Provide brokerage services for investors conducting exchange transactions as prescribed in Article 43 hereof.

b) Conduct proprietary transactions by exchanging its basket of component securities for ETF creation units of the ETF and vice versa;

c) Borrow component securities for exchanging for ETF creation units; or borrow ETF creation units for exchanging for baskets of component securities. Borrowing of securities or ETF creation units must be conducted through the securities borrowing and lending system and according to VSDCC’s guidelines.

d) Conduct transactions in ETF certificates and component securities when corresponding orders are matched and assets are sufficient for making payment as prescribed in Clause 2 Article 44 hereof.

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a) Receive trading orders from each investor (whether directly or through distribution agents) and transfer them to the fund management company, VSDCC and/or relevant service providers in an adequate, timely and accurate manner. This regulation only applies to authorized participants that are securities companies;

b) The authorized participant shall not consolidate and offset trading orders of investors. Trading orders of investors must be processed independently and separately from those of the authorized participant. In exchange transactions, the authorized participant shall only use assets on its proprietary trading account or its assets to exchange for ETF creation units, and is not allowed to use assets of investors;

c) Ensure that investors have sufficient money and securities for conducting transactions as prescribed by law;

d) Separately manage assets on each investor’s account, which must be independent from its assets. The authorized participant is not allowed to use assets of investors in any form; deposit, withdraw, transfer, or conduct transactions relating to assets of investors; or receive authorization from investors to transfer money or assets between their accounts. Investors’ asset transactions shall only be conducted if they are conformable with regulations of law and follow lawful orders or directions or written requests of investors;

dd) Maintain uninterrupted and direct communication with investors to accurately, adequately and promptly provide information to investors and respond to their queries about products offered by the fund; consolidate and provide account statements and transaction confirmations at the request of investors; provide investors with the prospectus, summary prospectus, financial statements of the fund, documents about meetings of the General Meeting of Investors, and other information; submit reports and disclose information with authorization of the fund management company;

e) Consolidate and keep detailed information about investors and their transactions. This information will be provided to the fund management company, SE, VSDCC, relevant service providers and SSC at their requests;

g) Comply with rules for operations of distribution agents.

3. Within 05 working days from the date of change of authorized participants, the fund management company shall provide SSC with a notification and the following documents:

a) Lists of authorized participants before and after change;

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c) The new authorized participant agreement, enclosed with documents proving that the new authorized participant meets eligibility requirements (if new authorized participant is accepted).

4. The fund management company may designate one or some authorized participants to act as ETF market makers. ETF market making shall comply with regulations on market making formulated and promulgated by SE. Within 05 working days from the date of signing of the market maker agreement, the fund management company shall send the copy of the signed market maker agreement to SSC.

Article 43. ETF exchange transactions (primary transactions)

1. Within 30 days from the date on which the fund is listed, the fund management company shall conduct ETF exchange transactions of investors. Exchange transactions must be conducted on a periodical basis prescribed in the fund’s charter and announced in the prospectus or summary prospectus. The exchange trading frequency is at least twice a month.

2. Exchange transactions shall be conducted according to the following rules:

a) Only authorized participants are allowed to conducted exchange transactions directly with the fund management company;

b) Investors may only conduct exchange transactions at authorized participants where their securities trading accounts are opened and after they have entered into service contracts for conducting exchange transactions;

c) Exchange trading unit is an ETF creation unit. The minimum number of ETF certificates of an ETF creation unit prescribed in the fund’s charter is 100.000 ETF certificates. If permitted in the fund’s charter, the fund management company may adjust the number of ETF certificates in an ETF creation unit. New creation units shall be applied at least 15 days after information about the scale of a new creation unit is published on the websites of SE, VSDCC, fund management company, authorized participants and distribution agents;

d) Authorized participants shall only receive trading orders from investors when order forms are filled with complete and accurate information according to the form in Appendix XVI enclosed herewith. Order forms shall be kept by authorized participants in accordance with regulations of the Law on Securities. The time of receiving orders and information about receivers must be also recorded in an adequate, accurate, timely and explicit manner. Receipt of investor’s trading orders via telephone, fax, electronically or by other electronic devices and transmission lines must comply with regulations on electronic transactions, and order forms shall be stored in the form of data files.

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- The exchange trading order is completed and sent by the authorized participant to the fund management company or the transfer agent service provider before the closing time of the order book. Orders received after the closing time of the order book shall be either cancelled or executed on the following exchange transaction day as prescribed in the fund’s charter and prospectus;

- VSDCC has confirmed that the investor or authorized participant has sufficient component securities baskets or creation units, and the supervisory bank has confirmed the investor’s or authorized participant’s payment made on the settlement date. In case of redemption of ETF certificates, the remaining number of ETF certificates of the authorized participant shall not be lower than the minimum number of ETF certificates (if any) required to maintain the status of the authorized participant under terms and conditions of the agreement signed with the fund management company.

e) Exchange of a basket of component securities for ETF creation units and vice versa shall be executed in the form of entries on depository accounts of authorized participants, investors and the ETF at VSDCC. The transfer of baskets of component securities and ETF certificates shall be carried out according to the procedures in the prospectus or the summary prospectus and guidelines of VSDCC and supervisory bank.

3. Exchange transaction procedures:

a) Before the exchange trading session or at the end of the day preceding the exchange trading day, the fund management company shall notify information about the basket of component securities exchanged for 01 ETF creation unit to authorized participants, and publish it on its website and the websites of SE and VSDCC. Such information includes symbols of component securities, weight and quantity of each component securities symbol in the basket. This component securities basket shall be determined according to the closing price of the trading day before the exchange trading day;

b) Exchange trading orders of investors shall be sent directly to authorized participants or through distribution agents as prescribed in the fund’s charter and prospectus or summary prospectus. If an authorized participant is unable to receive orders from investors because the distribution agent or the authorized participant is dissolved, declared bankrupt, has its license for establishment and operation revoked, or its operations suspended or terminated, or due to the IT system's failure or other force majeure events, investors' orders may be sent directly to the fund management company;

Authorized participants shall send their exchange trading orders and those of investors to the fund management company or the transfer agent service provider or VSDCC before the market closing time as prescribed in the fund’s charter, the ETF establishment agreement and guidelines of VSDCC;

c) Within 02 working days from the exchange trading day (but before distribution of ETF certificates), if a transaction error which is caused by mistakes in placing orders, consolidating information, receiving, transferring or inputting trading orders into the system is detected, the distribution agent or authorized participant shall notify it to the fund management company, supervisory bank and VSDCC, and request for error correction according to the procedures/guidelines adopted by VSDCC. After this time limit, the distribution agent or authorized participant shall assume responsibility before investors for that transaction error;

d) After receiving orders from investors and authorized participants, the fund management company shall, through VSDCC and supervisory bank, verify clients’ capacity to meet such orders as prescribed in Point dd Clause 2 of this Article, confirm and execute trading orders of investors and authorized participants according to this Clause and guidelines of VSDCC.

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4. Baskets of component securities shall be the primary payment facilities in exchange transactions between the ETF and its authorized participants or investors, except the following cases:

a) In the exchange of the basket of component securities for ETF creation units, the value of the basket of component securities is lower than the NAV of ETF creation units. The authorized participant or investor shall pay the difference by transferring money to the ETF’s account opened at the supervisory bank before or on the settlement date. Cash payments, including payment for odd-lot component securities, payment for component securities of which the authorized participant or investor is restricted from transfer; dividends and interests of component securities, and other cash payments, shall be made according to the fund’s charter and relevant laws;

b) In the exchange of ETF creation units for a basket of component securities, the value of ETF creation units received by the fund management company from authorized participants or investors is higher than the value of the basket of component securities. The fund management company or supervisory bank shall pay the difference by transferring ETF certificates to depository accounts of investors or authorized participants on the settlement date or in cash as prescribed in the fund’s charter.

5. If permitted in the fund’s charter and specified in the prospectus or summary prospectus, investors may make payments in cash or other assets to authorized participants or distribution agents. Authorized participants and distribution agents shall purchase sufficient baskets of component securities for investors before placing exchange trading orders for investors. Payments, margin ratio and additional margin made by investors to authorized participants and distribution agents while these entities purchase component securities for exchange shall comply with the fund’s charter and the prospectus or summary prospectus.

6. If the ETF receives ETF creation units from an investor and returns the basket of component securities to that investor resulting in that investor’s holding of component securities exceeding the maximum one prescribed by law (calculated on the date of transfer of ownership of component securities to the investor) or that investor’s holding of at least 25% of outstanding shares of an issuer or the investor’s holding of its shares, VSDCC shall notify the fund management company and request the fund management company, authorized participants and investors to perform the following acts:

a) With regard to a foreign investor, the fund management company shall sell the exceeding number of component securities and make cash payment to this investor;

b) In case the return of the basket of component securities to the investor leads to that investor’s holding of at least 25% of outstanding shares of an issuer or that investor’s holding of its shares but procedures for tender offers or treasury stock transactions are not yet completed as prescribed by relevant laws, the fund management company shall sell the number of securities exceeding the holding of securities requiring the tender offer or sell all securities issued by that investor and make cash payment to that investor;

Cash payments made to investors as prescribed in this Clause shall depend on the selling of the number of securities exceeding the maximum holding or the holding requiring the tender offer or margin trading as prescribed. The payment made to an investor is the trading value after deducting taxes and transaction fees as prescribed in relevant laws.

c) If an investor’s ownership is restricted as prescribed by law or in its charter, the investor shall sell the number of component securities exceeding its maximum holding on the trading day following the settlement date. While the investor’s holding is not yet adjusted according to the limit prescribed by law, the investor is not allowed to exercise the voting right at the General Meeting of Shareholders of the issuer.

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a) SE changes the benchmark portfolio;

b) The issuer of securities with a certain weight in the ETF’s investment portfolio as prescribed in the fund's charter and the prospectus or summary prospectus is declared bankrupt or dissolved; or securities with a certain weight in the ETF’s investment portfolio as prescribed in the fund's charter and the prospectus or summary prospectus are suspended from trading or delisted; or the basket of component securities or NAV of the ETF cannot be determined on the trading day before the exchange trading day because securities on the fund's investment portfolio are suspended from trading according to SE’s decision;

c) The investment portfolio is restructured to minimize the tracking error;

d) The fund management company, supervisory bank or VSDCC is unable to perform the exchange trading due to force majeure events;

dd) Other cases prescribed in the fund’s charter and the prospectus or summary prospectus or deemed necessary by SE.

8. Within 24 hours from the occurrence of any of the events in Clause 7 of this Article, the fund management company shall send a report to SSC and disclose information on SE’s website. The fund management company, authorized participants and distribution agents shall continue receiving and executing exchange trading orders for investors immediately after the event ends.

9. The period of suspension of exchange trading is specified in the fund’s charter but shall not exceed 30 days from the suspension date. If the suspension of exchange trading is caused by the event in Point a or b Clause 7 of this Article, the suspension period shall not exceed 03 working days before and after the event ends.

10. Within 30 days from the end of the suspension period of exchange trading prescribed in Clause 9 of this Article, if the event causing the suspension is not yet rectified, the fund management company shall hold an extraordinary General Meeting of Investors to decide whether to dissolve the fund or extend the suspension period. Within the time limit for convening the General Meeting of Investors, if the event causing the suspension of exchange trading has ended, the fund management company may cancel the holding of the General Meeting of Investors.

11. Issuance fee or redemption fee (if any) charged to an authorized participant is specified in the signed authorized participant agreement and shall not exceed 0,5% of trading value. Service fees may be adjusted according to agreements between the fund management company and the authorized participant but shall not exceed this prescribed limit.

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Article 44. Trading of ETF certificates on SE (secondary transactions)

1. Investors and authorized participants may conduct transactions in listed ETF certificates through the SE’s trading system according to the following rules:

a) Investors and authorized participants shall place trading orders on their securities trading accounts. Transactions and payment for transactions shall be carried out in accordance with regulations on securities trading adopted by SE and VSDCC;

b) Trading unit is prescribed by SE;

c) ETF certificates may be lent in margin trading and other operations in conformity with regulations of the Law on securities.

2. Authorized participants may only sell ETF certificates (or component securities) through the SE’s trading system when they have sufficient ETF certificates (or component securities) for transfer before the settlement date as prescribed by VSDCC. This number of ETF certificates (or component securities) includes those existing on the authorized participant’s account at the trading day, and those received before the settlement date from exchange transactions according to the baskets of component securities (or ETF creation units) acquired from successful subscription transactions or borrowing transactions conducted on the system of VSDCC.

Article 45. ETF’s investments and investment portfolio

1. The structure and asset weight on an ETF’s investment portfolio must be conformable with those of the benchmark portfolio, and the ETF must ensure that the tracking error determined according to Clause 1 Article 41 hereof shall not exceed the maximum tracking error specified in the fund’s charter, SE’s regulations and relevant laws.

2. An ETF’s investment portfolio includes component securities on the benchmark portfolio and assets in Vietnam as prescribed in Points a, b, c, d, e and g Clause 2 Article 35 hereof. Investments in derivatives are only made for the purposes of preventing risks and minimizing the tracking error;

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a) The ETF shall not invest in more than 10% of total value of outstanding securities of an issuer, except Government’s debt instruments;

b) The ETF shall not invest more than 20% of total value of its assets in outstanding securities and other assets (if any) specified in Points a, b Clause 2 of Article 35 hereof of an issuer, except Government’s debt instruments;

c) Except component securities on the benchmark portfolio, the ETF shall not invest more than 30% of total value of its assets in the assets specified in Points a, b, d and e Clause 2 of Article 35 hereof of companies in the same group of: parent company-subsidiaries; companies holding more than 35% of each other’s shares/stakes; subsidiaries of the same parent company;

d) The ETF shall not invest in its ETF certificates;

dd) The ETF may invest in public fund certificates and shares of public securities investment companies managed by other fund management companies, but shall ensure the following limits:

- It shall not invest in more than 10% of total outstanding fund certificates of a public fund or total outstanding securities of a public securities investment company;

- It shall not invest more than 20% of total value of its assets in fund certificates of a public fund or in a public securities investment company;

- It shall not invest more than 30% of total value of its assets in public fund certificates or shares of public securities investment companies;

e) It shall not invest in real estate, unlisted or unregistered shares of public companies, stakes in limited liability companies, privately placed bonds, except those received by the ETF from the exercise of owner’s rights;

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h) Total value of derivative contracts and outstanding debts of the ETF shall not exceed its NAV at any time.

4. The ETF’s borrowing, lending, repo transactions, margin trading and short sale shall be carried out in accordance with Article 25 hereof.

5. An ETF’s investments may only exceed the limits specified in Points a, b, c, dd Clause 3 of this Article for the following reasons:

a) The reasons in Points a, b, c, dd Clause 5 Article 35 hereof;

b) Changes in the structure of the benchmark portfolio;

c) The ETF is newly established within the last 03 months from the issue date of the certificate of registration of fund establishment.

6. The fund management company shall submit reports, disclose information and adjust the ETF’s investments according to Clauses 6, 7, 8 Article 24 hereof.

7. ETFs may make indirect outward investments according to Clause 9 Article 24 hereof.

8. The fund management company shall only make deposits and invest in money market instruments as prescribed in Points a, b Clause 2 of Article 35 hereof at the credit institutions on the list approved by the ETF’s representative board.

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1. ETFs shall distribute profits to investors according to Article 7 hereof.

2. An ETF’s expenses include:

a) The expenses prescribed in Clauses 3, 4 Article 37 hereof;

b) Fees paid to authorized participants;

c) Fees paid to the organization managing and operating benchmark indexes.

3. Costs of printing and release of advertising materials shall comply with Clause 5 Article 37 hereof.

Article 47. Dissolution of ETFs

1. The dissolution of an ETF shall comply with Clauses 1, 2, 3, 5, 6, 7, 8 and 9 Article 12, Clause 2 Article 28 hereof.

2. The asset liquidation and the time limit for completing the liquidation of assets shall comply with the dissolution plan approved by the General Meeting of Investors, provided that the liquidation of assets must be completed within 06 months from the date on which the dissolution notice is made available. During the liquidation of assets, management fees, supervision fees and other costs shall be paid according to the schedule of service fees approved by the General Meeting of Investors.

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Article 48. Relevant activities of SE and VSDCC

1. The SE shall:

a) Build, maintain and manage market indexes which are used as benchmark indexes of ETFs, and collect index management service fees as prescribed;

b) Provide guidance on listing, delisting and trading of ETF certificates;

c) Formulate regulations on operations of market makers; supervise market makers’ operations related to ETF certificates;

d) Formulate mechanisms for cooperation with VSDCC in supervising and sharing information about transactions of authorized participants which must comply with Clause 2 Article 44 hereof;

dd) Provide iNAV calculation service for fund management companies;

e) Provide other services under contracts signed with VSDCC, fund management companies and authorized participants.

2. VSDCC shall:

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b) Carry out transfer outside the SE’s trading system when conducting exchange of component securities baskets for ETF creation units and vice versa;

c) Provide guidance on registration, depositing and distribution of ETF certificates;

d) Formulate mechanism for cooperation in providing information for SE about additional offering and redemption of ETF certificates;

dd) Supervise lending and borrowing of component securities and ETF certificates by authorized participants on its system according to Point c Clause 1 Article 42 hereof; supervise to ensure that authorized participants have sufficient securities to make payment when conducting transactions as prescribed in Clause 2 Article 44 hereof;

e) Provide services for ETFs as prescribed in Clauses 20, 21 Article 2 hereof;

g) Charge securities transfer service fees in exchange transactions as prescribed;

h) Provide authorized participants with guidance on borrowing and lending of ETF certificates and component securities in exchange transactions;

i) After each exchange trading day, VSDCC shall notify SE of the volume of ETF certificates issued and redeemed by fund management companies.

Article 49. Information disclosure

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a) Baskets of component securities used for exchange if there are any changes thereof compared to those before the exchange trading time;

b) The number of ETF creation units issued and redeemed from authorized participants and investors; differences compared to the previous exchange trading day;

c) Information about the volume of ETF certificates listed and traded on SE;

d) The fund’s NAV, NAV per creation unit, NAV per fund certificate and fluctuation of these values; iNAV fluctuation; benchmark indexes and fluctuation thereof;

dd) Correction and cancellation of transaction errors (if any);

e) Other relevant information (if any).

2. The fund management company shall weekly disclose tracking error on its website.

3. The fund management company shall quarterly disclose the ETF’s investment portfolio as prescribed in the fund's charter on its website.

4. Every 06 months and on an annual basis, the fund management company shall disclose on its website the following information:

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b) Ratio of total expenses of an ETF as prescribed in Clause 2 Article 46 hereof to its average NAV according to the form in Appendix XXVI enclosed herewith;

c) Information about expense ratios shall be made within 45 days from the end of Quarter II and from the end of year.

Section 5. REAL ESTATE INVESTMENT FUNDS

Article 50. General provisions on real estate investment funds

Real estate investment funds are not allowed to perform construction activities, implement and develop real estate projects. Development of real estate projects includes one or some of the following operations:

1. Attend auctions of land use rights and bidding for implementing immovable property projects;

2. Propose projects to competent authorities for granting construction permits;

3. Implement technical infrastructure construction projects, building works and housing works of 1/500-scale detailed planning approved by competent authorities, including detailed design tasks; attend bidding and selection of building contractors; perform and supervise construction activities, etc. as prescribed in the Law on real estate business.

Article 51. Investments and investment portfolio of real estate investment funds

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2. The investment portfolio of a real estate investment fund shall include the following assets in Vietnam:

a) The assets specified in Points a, b, c, d, dd and e Clause 2 Article 24 hereof;

b) Real estate items meeting the requirements in Clause 4 of this Article.

3. Structure of the investment portfolio of a real estate investment fund must meet the following requirements:

a) At least 65% of the fund’s NAV is invested in real estate in Vietnam to serve the purpose of lease or operation to earn stable profits as prescribed in Clause 4 of this Article; securities issued by real estate enterprises at least 65% of revenue of which comes from ownership and trade in real estate according to their latest annual financial statements (hereinafter referred to as “real estate enterprises”). If the fund only invests in securities issued by real estate enterprises, it must invest in securities of at least 03 issuers;

b) Not more than 35% of the fund’s NAV is invested in the assets specified in Point a Clause 2 of this Article, exclusive of investments in securities issued by real estate enterprises. Investment in these assets shall ensure the following limits:

- Do not invest in more than 10% of total outstanding securities of an issuer or total outstanding fund certificates of a public fund managed by another fund management company, except Government’s debt instruments;

- Do not invest more than 5% of total value of the fund’s assets in securities and other assets (if any) specified in Points a, b Clause 2 of Article 24 hereof of an issuer, or fund certificates of a public fund managed by another fund management company, except Government’s debt instruments;

- Do not invest more than 10% of total value of the fund’s assets in securities issued by companies in the same group of: parent company-subsidiaries; companies holding more than 35% of each other’s shares/stakes; subsidiaries of the same parent company;

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- Do not invest more than 5% of total value of the fund’s assets in the assets specified in Points dd Clause 2 Article 24 hereof.

c) The fund shall not invest in its fund certificates;

d) The fund’s borrowing, lending, repo transactions, margin trading and short sale shall be carried out in accordance with Article 25 hereof.

4. A real estate investment fund is allowed to invest in the real estate meeting the following requirements:

a) The real estate is traded in accordance with the Law on real estate business. The real estate must be located in Vietnam and is invested for the purpose of lease or operation to earn stable profits. Types of invested real estate must be conformable with investment objectives and policies stated in the fund's charter and prospectus;

b) The invested real estate is finished house or building as prescribed in the Law on construction. The fund may invest in real estate items which are under construction if they meet the following requirements:

- The real estate is not the vacant land as prescribed in the Law on real estate business and the Law on land;

- The construction project has been being implemented according to the approved progress by the time of capital contribution by the fund;

- There are valid contracts signed with potential clients to ensure that the real estate may be sold, put into use or leased immediately after it is finished;

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5. Investments of a real estate investment fund may only exceed the limits specified in Points a, b Clause 3 of this Article for the following reasons:

a) Price fluctuation of the assets in the fund’s investment portfolio;

b) Making payments of the fund as prescribed by law;

c) Full or partial division, consolidation or merger of the issuers;

dd) The fund is undergoing dissolution.

6. If the investment limits are exceeded due to the reasons in Points a, b, c and d Clause 5 of this Article, the fund management company shall adjust the investment portfolio in conformity with Clause 3 of this Article and the following rules:

a) The securities portfolio must be adjusted within 03 months from the day on which the investment limit is exceeded;

b) The real estate portfolio must be adjusted within 01 year from the day on which the investment limit is exceeded.

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8. Within 05 working days from the completion of the adjustment of the investment portfolio, the fund management company shall disclose information as prescribed and notify SSC of the investments exceeding the limits, causes, time of occurrence or detection of the excess investment, damage and compensation to the fund (if any) or profits earned by the fund (if any), remedial measures, implementation period and results.

Article 52. Management of real estate in investment portfolio

1. Before investing in real estate, the fund management company shall formulate the plan for operation and use of such real estate for 05-year period. This plan must be approved by the fund’s representative board.

The real estate must be held for at least 02 years from the date of acquisition, unless the asset must be sold as prescribed by law or according to a decision issued by the General Meeting of Investors or the fund’s representative board within its jurisdiction as prescribed in the fund’s charter.

2. The fund management company must establish a department in charge of managing the real estate investment fund, which is composed of operations employees meeting the following requirements:

a) The employee shall not be facing criminal prosecution, serving an imprisonment sentence or being banned from securities trading as prescribed by law;

b) The employee has not incurred any administrative penalties for securities- and securities market-related offences;

c) The fund management company shall assign at least 02 fund executives to manage the securities investment portfolio of the real estate investment fund;

d) The fund management company shall assign at least 02 employees possessing valuer certificate to manage the real estate portfolio of the real estate investment fund. These employees are required to have at least 02 years’ experience of working in real estate valuation at real estate enterprises, real estate service providers or valuation firms.

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3. The fund management company shall:

a) Act on behalf of the fund to fully exercise the ownership and use rights, and perform obligations and responsibilities towards the fund’s assets in a voluntary and truthful manner for the best interests of the fund;

b) Regularly inspect, supervise and perform any activities to ensure that the project’s investor, seller, lessee, tenant buyer, real estate management unit and other partners of economic contracts on the fund’s real estate to fully perform their obligations as prescribed in the Law on real estate business and relevant laws;

c) Punctually carry out registration of ownership and rights to use the fund’s assets in accordance with regulations of the Law on real estate business. The following documents must be available, including: certificate of real estate ownership, land use rights or lawful documents proving the ownership or use rights over existing real estate as prescribed by law; building permit or approved project dossier and construction drawing of the real estate under construction; construction drawing, as-built dossiers and acceptance test report of the real estate item of which certificate of ownership or use rights is not available; approved project dossier, construction drawing and schedule of off-the-plan house or building; other materials, papers and legal documents as prescribed in relevant laws;

d) If the fund is the co-owner or co-user of the real estate, the fund management company shall ensure that the fund is allowed to freely transfer the fund’s assets at any time with the transfer price which is not subject to any third party, and also ensure the following rights:

- Receive benefits from management and operation of the real estate under the real estate management agreement in proportion to the fund’s holding;

- Give opinions and issue decisions on important issues, including changes in business cooperation contracts, contracts for management and operation of real estate, real estate operation contracts, and other economic contracts and agreements. If the fund owns the real estate indirectly through its holding of shares/stakes of the company owning the real estate, it must have full rights of a shareholder/capital contributor, including the rights to freely transfer assets (shares/stakes);

dd) Conclude real estate management agreements and other economic contracts on the fund’s assets in accordance with regulations of the Law on real estate business and relevant laws. Within 15 days from the day on which the real estate agreement is signed or extended, the fund management company shall send that agreement to SSC;

e) Buy insurance of real estate items in the fund’s investment portfolio. The insurer must be approved by the General Meeting of Investors;

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4. The fund management company shall authorize the real estate management unit to manage, maintain, repair, upgrade and operate the real estate according to the signed real estate management agreement. Criteria for selection of real estate management unit and principles of a real estate management agreement must be specified in the fund’s charter. The real estate management unit and real estate management agreement must be approved by the General Meeting of Investors.

5. The real estate management unit shall:

a) Regularly and continuously supervise and manage trading, operation and use of the real estate, ensure that the real estate is managed, operated and used efficiently and safely, and quality of provided service is conformable with criteria and requirements of the fund management company, and terms and conditions of the real estate management agreement;

b) Comply with regulations of the Law on real estate business and relevant laws during the management, operation and use of real estate. All activities must be performed in a prudent, voluntary and truthful manner for the fund’s best interests;

c) Any repair, maintenance, upgradation, expansion or change of structure of the real estate shall be performed only after obtaining the approval from the fund management company or the fund’s representative board of the real estate management agreement;

d) Provide the fund management company with adequate and accurate information on the trading and market developments of the managed real estate. The real estate management unit shall annually send reports on management of real estate to the fund’s representative board and the fund management company for consolidation and submission to the annual General Meeting of Investors. Such reports are prepared according the form in the Appendix XX enclosed herewith;

dd) Protect confidentiality of information relating the managed real estate and its trading and operation. Except competent authorities, the real estate management unit is not allowed to provide the aforesaid information for any entities, even its other departments;

e) The real estate management unit shall pay compensation to the fund for any damage to the fund’s assets caused by its carelessness during its management of the real estate, even if such damage is caused by mistake or fraudulent acts of its employees or of a third party that provides real estate management-related services, unless otherwise decided by the General Meeting of Investors.

Article 53. Fund’s real estate trading

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a) The buying price and selling price of the real estate shall not exceed 110% and 90% respectively of the reference price provided by the valuation firm within the last 06 months by the trading day, unless otherwise decided by the General Meeting of Investors. The General Meeting of Investors or the fund’s representative board is entitled to request the fund management company or the valuation firm to re-determine the reference price before conducting the transaction;

If the real estate valuation is performed by multiple valuation firms, the reference price is the average price of the prices provided by these valuation firms;

b) The fund management company shall get opinions from the General Meeting of Investors in the following cases:

- The estimated buying price is higher or the estimated selling price is lower than the limit specified in Point a of this Clause; or

- The transaction value is higher than or equal to 20% of total value of the fund’s assets after the transaction; or the transaction leads to total value of the fund’s transactions with the same partner within the last 12 months exceeding or equal to 20% of total value of its assets after the transaction; or

- Other cases prescribed in the fund's charter.

c) The fund management company shall get opinions from the fund’s representative board before conducting the following transactions:

- The transaction value is from 10% to 20% of total value of the fund’s assets after the transaction; or the transaction leads to total value of the fund’s transactions with the same partner within the last 12 months accounted for from 10% to 20% of total value of its assets after the transaction; or

- Other cases prescribed in the fund's charter.

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a) Employees of the fund management company; members of the executive board, Board of Directors or Board of Members or President of the fund management company; major shareholders or capital contributor holding at least 5% of charter capital of the fund management company, or their authorized representatives; the fund management company; supervisory bank; investors holding at least 5% of fund certificates or their authorized representatives (if any); members of the fund’s representative board;

b) Persons whose interests are relevant to the individuals in Point a of this Clause, including:

- His/her spouse and family members;

- The organization of which more than 35% of charter capital is held by that individual and his/her spouse and family members (if any);

- Group of companies having ownership relationship as prescribed in Point dd Clause 1 Article 110 of the Law on securities.

c) The real estate investment funds, including real estate securities investment companies, are managed by the same fund management company;

d) Other cases prescribed in the fund's charter.

3. Conditions for conducting real estate transactions as prescribed in Clause 2 of this Article:

a) Such transactions are permitted in the fund’s charter and specified in the prospectus or summary prospectus;

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c) IF the transaction value is more than 10% of total value of the fund’s assets after the transaction, or the transaction leads to total value of the fund’s transactions with the same partner within the last 12 months accounted for more than 10% of total value of its assets after the transaction, such transactions must be approved by the General Meeting of Investors. In this case, the investor directly participating in the transaction is not allowed to exercise the voting rights at the General Meeting of Investors and a decision to approve the transaction is ratified if it is voted for by a number of investors holding at least 65% of total votes;

d) The value of the real estate must be determined by two valuation firms, one of which is selected by the General Meeting of Investors and the other is designated by the supervisory bank. Valuation fees shall be recorded as the fund’s expenses;

dd) The valuation firm and legal counseling provider have confirmed all terms and conditions of the transaction contract to be signed are conformable with the market situation, and the transaction is lawful and conformable with relevant laws.

4. After completing the transactions as prescribed in Points b, c Clause 1 and Clause 2 of this Article, detailed information about each transaction must be specified in the prospectus or provided for all investors according to the method specified in the fund’s charter and prospectus. Information about the transaction includes:

a) Adequate information about the transaction partner and its/his/her relationship with the fund;

b) Adequate information about the real estate, including type of real estate; location of real estate; planning information about the real estate; scale and area of the real estate; characteristics, features and economic efficiency of use or operation (occupancy rate/room capacity, etc.), quality of the real estate; actual conditions of infrastructure facilities, technical and social services related to the real estate; legal status of the real estate, including certificate of ownership/rights to use the real estate and documents concerning the construction of the real estate; history of ownership and use of the real estate; limits on ownership/rights to use the real estate (if any); the real estate trading price; rights and interests of third parties, and other information;

c) Certificate of valuation of the traded real estate, including information about the subject real estate; location and scale of the real estate; characteristics and actual status of the real estate; legal status of the real estate; limits on the real estate; valuation approach; valuation time; price of the real estate and relevant contents;

d) Information about profits earned from the operation of the real estate before conducting the transaction (enclosed with documentary evidences), and expected profits;

dd) Other relevant information.

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Article 54. Valuation firms and real estate valuation

1. The General Meeting of Investors shall decide to select at least 01 valuation firm to determine the value of the fund’s real estate for a maximum period of 02 consecutive years. After this period, the fund management company shall select a substitute valuation firm which must be approved by the General Meeting of Investors.

2. A valuation firm must meet the following requirements:

a) It is eligible to provide valuation services as prescribed in the pricing law;

b) It is not a related person of the fund management company, supervisory bank or a major investor of the fund; not a partner in asset transactions of the fund; not a related person of the partner of the transaction in the real estate item of which the valuation is performed;

3. Within 15 days from the day on which the valuation service contract is signed, the fund management company shall send that contract to SSC. The valuation service contract must be approved by the fund's representative board and shall, inter alia, have the following contents:

a) Information sharing mechanism which must ensure that the valuation firm will have adequate information necessary for its valuation;

b) Provision on valuation fees which are not subject to the asset’s value;

c) Provisions on termination, liquidation and extension of contract.

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a) Not perform the valuation of the real estate of which the valuation firm or its valuer is a transaction partner, or is related to the transaction partner; not provide valuation service to the fund management company of which the valuation firm or its valuer is a shareholder or capital contributor holding at least 5% of charter capital, or of which the valuer’s parent, spouse, child or sibling is a member of the executive board, chief accountant, member of the Board of Directors, or Board of Members, or Company’s President. The valuation firm and its valuers are not allowed to conduct asset transactions with the fund which adversely influence the principle of independence in valuation activities;

b) Not collude with the fund management company or asset transaction partners of the fund or use financial interests, bribery or illegal tricks to force the fund management company or asset transaction partners of the fund to falsify the valuation results, or suggest or receive interests, in any forms, other than the valuation fees specified in the signed contract;

c) Keep valuation documents and records; provide them at the written request of competent authorities;

d) Provide valuation services for a real estate investment fund or real estate securities investment company for a maximum period of 02 consecutive years;

dd) Fulfill responsibilities and obligations as prescribed by the Law on valuation.

5. The valuation of the fund’s real estate must comply with the following rules:

a) The valuation of each real estate item of the fund must be performed at least every year and at other times at the request of the fund’s representative board and/or General Meeting of Investors. Every 03 years, the revaluation of all assets in the fund’s real estate portfolio must be carried out, unless otherwise decided by the General Meeting of Investors. The valuation and revaluation of the fund’s real estate items shall be only performed by the valuation firm approved by the General Meeting of Investors;

b) In addition to the valuation prescribed in Point a, the fund’s real estate items must be also revalued before the transaction or the fund’s offering of additional fund certificates to raise capital. The revaluation of the real estate specified in this Clause is not required in case the transaction is conducted within 06 months from the latest valuation date;

c) The valuation firm shall determine the real estate price at given location and time according to valuation standards and the purposes specified in the valuation certificate;

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dd) Information and data used in valuation must be adequately, accurately and punctually updated, and modified in scientific and rational manner. Plausible explanations must be provided for any modification of information or data;

e) A valuation firm may only carry out the valuation of each real estate item for a maximum period of 02 consecutive years;

g) The valuation firm shall annually prepare and submit a consolidated report on valuation of real estate items performed in the year to the fund’s representative board and the fund management company for submission to the annual General Meeting of Investors. The report on valuation of real estate items shall be prepared according to the form in Appendix XXI enclosed herewith.

6. The valuer who is assigned by the valuation firm to directly perform the valuation of real estate items shall, upon the completion of valuation of each real estate item, prepare a report on valuation results and assume legal responsibility for valuation results and his/her opinions specified in the report on valuation results. The report on valuation results must be prepared in accordance with regulations of the pricing law.

7. The report on valuation results must be prepared in an independent, objective and honest manner, and bear the signatures of the valuer who directly carry out the valuation and General Director (Director) of the valuation firm or the person authorized in writing by General Director (Director) of the valuation firm. Contents in the report on valuation results must be explicit and unequivocal, and include adequate and accurate information.

8. The valuation firm shall notify valuation results in writing by sending a valuation certificate to the fund management company.

9. The valuation certificate must be clear, accurate, adequate and unequivocal to facilitate investors’ making of investment decisions. The valuation certificate shall be only valid for the valued asset at the valuation time, and binding the valuation firm to assume responsibility for valuation results and conclusions contained therein. The valuation certificate must comply with the pricing law.

10. If major changes occur after the valuation date and affect the asset’s value, the valuation firm or valuer shall include such changes in the report on valuation results or valuation certificate. Where necessary, the fund management company shall issue a new prospectus to amend or replace the valuation certificate included in the prospectus.

Article 55. Distribution of profits and expenses of real estate investment funds

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2. Expenses of the real estate investment fund include:

a) The expenses prescribed in Article 8 hereof;

b) The real estate maintenance and operation fees paid to the real estate management unit.

Article 56. Consolidation, merger and dissolution of real estate funds

1. The consolidation and merger of real estate investment funds shall comply with Article 11 hereof.

2. The dissolution of real estate investment funds shall comply with Article 12 hereof. During the dissolution of a fund, the liquidation of the fund’s assets must comply with regulations on trading of assets of the real estate investment fund in Article 53 hereof.

Chapter IV

SECURITIES INVESTMENT COMPANIES

Section 1. GENERAL PROVISIONS ON SECURITIES INVESTMENT COMPANIES

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1. Capital of a public securities investment company must be managed by a fund management company. A private securities investment company may itself manage or authorize a fund management company to manage its capital.

2. A securities investment company is not allowed to establish any branches or representative offices. The securities investment company whose capital is managed by a fund management company may use the headquarters of that fund management company as its headquarters.

3. General Director (Director), and Deputy General Director (Deputy Director) of the entrusting securities investment company are fund executives who are designated by the fund management company and must meet requirements for certified securities professionals and fund executives in law regulations on operations of fund management companies. These individuals are allowed to act on behalf of the fund management company to conclude and conduct securities transactions and economic contracts with the authorization of the securities investment company.

4. The securities investment company shall only issue a type of common shares and is not obliged to repurchase its issued shares, unless shares are repurchased for cancel.

5. When buying or selling assets for the securities investment company, the fund management company or private securities investment company that self-manages its capital shall comply with Article 21 hereof.

Article 58. Rights and obligations of shareholders

1. Shareholders of a securities investment company shall have rights and obligations as prescribed in the Law on enterprises and the Law on securities.

2. The shareholder or group of shareholders that holds at least 5% of the outstanding shares or a smaller ratio specified in the company's charter shall have the rights and obligations:

a) Access and extract minutes of meetings and resolutions of the Board of Directors, annual financial statements and reports on operations of the securities investment company provided by the supervisory bank;

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- There are grounds that the Board of Directors of the securities investment company, the fund management company or supervisory bank infringes upon rights of shareholders of the securities investment company, obligations of executives, fund management company or supervisory bank, or makes decisions beyond their authority prescribed in the charter of the securities investment company or supervision contract or delegated by the General Meeting of Shareholders, and thus causes damage to the securities investment company;

- The term of office of the Board of Directors has expired for more than 06 months without holding a new election;

- Other cases as prescribed in the charter of the securities investment company.

c) Request the fund management company and supervisory bank to provide explanations about issues concerning assets of the securities investment company and management and trading thereof. Within 15 days from the receipt of the request, the fund management company or supervisory bank must give a written response to the requesting shareholder;

d) Propose additional issues to the agenda of the General Meeting of Shareholders. The proposal shall be made in writing and sent to the fund management company at least 03 working days before the opening date, unless another period is specified in the charter of the securities investment company;

dd) Perform other rights and obligations as prescribed in the charter of the securities investment company.

3. The shareholder or group of shareholders that holds at least 10% of the outstanding shares or a smaller ratio specified in the company's charter is entitled to nominate candidates to the Board of Directors. Nomination procedures shall be carried out in accordance with relevant regulations applicable to public companies laid down in the Law on Enterprises and the Law on securities.

4. The request of the shareholder or group of shareholders mentioned in Clause 2 or 3 of this Article must be made in writing and include full name, contact address, number of ID card, citizen’s identity card, passport or another valid personal identification paper; name, headquarters address, nationality, number of establishment decision or enterprise registration certificate of the shareholder that is an organization; the number of shares held and time of ownership of each shareholder, total shares of the group of shareholders and their holdings in securities investment company; requests and recommendations; grounds and reasons thereof. If an extraordinary General Meeting of Shareholders is requested as prescribed in Point b Clause 2 of this Article, the request must be accompanied by documents stating the reasons for the extraordinary General Meeting of Shareholders; or documents and evidences about violations committed by the Board of Directors of the private securities investment company that self-manages its capital, the fund management company, supervisory bank, severity of the violation or about decisions issued beyond its authority specified in the charter of the securities investment company or supervision contract.

Article 59. General Meeting of Shareholders

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a) Revisions to the charter of the securities investment company;

b) Fundamental changes in investment policies and objectives; holdings by foreign investors in the securities investment company; increase in service fees paid to the fund management company or supervisory bank; replacement of the fund management company or supervisory bank;

c) Consolidation or merger; dissolution; change of the charter capital; change of operating period of the securities investment company;

d) Profit distribution plan;

dd) Approval for the contracts and transactions between the securities investment company and shareholders holding more than 10% of the company's outstanding shares, their authorized representatives, or members of the company’s Board of Directors. In this case, the shareholder that directly participates in the transaction shall not vote. The contract or transaction is approved when it is voted for by a number of shareholders representing at least 65% of total votes;

e) Election or dismissal the chairperson and members of the Board of Directors; remunerations and operating expenses of the Board of Directors; selection of accredited audit organization to audit annual financial statements, and independent valuation firm (if any); approval of financial statements, annual reports on assets and operations of the securities investment company;

g) Consideration and actions against violations committed by members of the Board of Directors of the private securities investment company that self-manages its capital, fund management company, supervisory bank and members of Board of Directors that cause damage to the securities investment company;

h) Request for transaction documents to be presented by the fund management company and supervisory bank at the General Meeting of Shareholders of the securities investment company;

i) Other issues within its authority as prescribed in the Law of enterprises, the Law on securities, and charter of the securities investment company.

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3. The Board of Directors of the private securities investment company that self-manages its capital or the fund management company shall convene extraordinary the General Meeting of Shareholders of the securities investment company in the following cases:

a) The fund management company or supervisory bank, or Board of Directors of the securities investment company deems it necessary for the company’s interests;

b) The meeting is requested by the shareholder or group of shareholders mentioned in Point b Clause 2 Article 58 hereof;

c) Other cases prescribed in the charter of the securities investment company.

4. The extraordinary General Meeting of Shareholders shall be convened within 30 days from the day on which the Board of Directors of the private securities investment company that self-manages its capital or the fund management company receives the request for holding the meeting. At least 07 days before the General Meeting of Shareholders, the private securities investment company that self-manages its capital or the fund management company must provide the agenda and relevant documents for SSC, and disclose information about the General Meeting of Shareholders, including reasons and objectives of the meeting.

5. In case the Board of Directors of the private securities investment company that self-manages its capital or the fund management company fails to convene a the General Meeting of Shareholders as prescribed in Clause 3 and Clause 4 of this Article, it shall assume legal responsibility and pay compensation for any damage caused to the securities investment company. If the fund management company continues refusing to convene the General Meeting of Shareholders as prescribed in Clause 3 of this Article, within 30 following days, the Board of Directors or supervisory bank shall convene the General Meeting of Shareholders on behalf of the fund management company in accordance with regulations herein.

Article 60. Conditions and procedures for meeting and ratifying decisions of General Meeting of Shareholders

1. The General Meeting of Shareholders shall be convened conducted when it is participated by a number of shareholders representing more than 50% of total votes. Shareholders may cast their votes directly or through their authorized representatives or by means of remote communication (by mail, fax, email, online meeting, electronic voting or another electronic voting form) as prescribed in the charter of the securities investment company.

2. In case the conditions for conducting the first meeting specified in Clause 1 of this Article are not fulfilled, the second meeting will be convened within 30 days from the planned opening date of the first meeting. In this case, the General Meeting of Shareholders shall be conducted regardless of the number of participating investors.

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4. Resolutions of the General Meeting of Shareholders on the issues in Points b, c Clause 1 Article 59 hereof shall be ratified by voting at the meeting. In this case, a resolution shall be ratified when it is voted for by a number of shareholders representing more than 65% of total votes of all participating shareholders or a higher ratio as prescribed in the fund’s charter.

5. A decision of the General Meeting of Shareholders shall be ratified when it is voted for by a number of investors representing more than 50% of total votes of all participating shareholders, except the case in Clause 4 of this Article.

6. Rules, contents and procedures for questionnaire survey must be specified in the charter of the securities investment company and comply with the rules laid down in the Law on Enterprises. In this case, the person that convenes the General Meeting of Shareholders shall send questionnaires and meeting documents to shareholders within the same time limit as that for sending invitations to the General Meeting of Shareholders.

7. In case of questionnaire survey, a decision of the General Meeting of Shareholders shall be ratified when it is voted for by a number of shareholders representing more than 50% of the votes of all voting shareholders.

8. The fund management company and the Board of Directors of the securities investment company shall consider and ensure that all resolutions of the General Meeting of Shareholders of the securities investment company are conformable with regulations of law and the charter of the securities investment company. If a decision of the General Meeting of Shareholders is contrary to regulations of law and the charter of the securities investment company, opinions of shareholders about this case must be obtained by convening the General Meeting of Shareholders or questionnaire survey.

Article 61. Board of Directors of a securities investment company

1. The Board of Directors shall have 03 - 11 members who are elected at the General Meeting of Shareholders or by shareholders by questionnaire survey.

2. If a securities investment company is managed by the fund management company, at least two thirds (2/3) of members of its Board of Directors must be independent members according to the following rules:

a) They are neither related persons nor authorized representatives of the fund management company or supervisory bank;

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3. Rights, obligations and designation, dismissal and replacement of members of the Board of Directors shall comply with the company’s charter and regulations of the Law on enterprises and the Law on securities.

4. The Board of Directors of a public securities investment company shall have:

a) At least 01 independent member who has professional qualifications and experience in accounting and auditing;

b) At least 01 independent member who has professional qualifications and experience in securities investment analysis or asset management;

c) At least 01 member who has professional qualifications in law.

The Board of Directors of a real estate securities investment company is not required to comply with Point a of this Clause but shall have at least 01 independent member who has professional qualifications and experience in real estate business or real estate valuation.

5. The Board of Directors of a securities investment company shall have the following rights and obligations:

a) Represent rights and interests of shareholders; perform acts as prescribed by law to protect rights and interests of shareholders;

b) Approve the valuation manual, list of quotation service providers as prescribed in Clause 3 Article 20 hereof; list of credit institutions as prescribed in Clause 3 Article 5 hereof; transactions prescribed in Clauses 2, 3 Article 21 hereof; dossiers for offering of additional shares and relevant contents within its jurisdiction;

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d) Make decisions on issues which cannot be agreed upon between the fund management company and supervisory bank in accordance with regulations of law;

dd) Request the fund management company and supervisory bank to provide adequate documents and information about asset management and supervision operations; and perform other rights and obligations according to regulations on administration of public companies in the Law on securities and the charter of the securities investment company;

e) Decide other issues within its authority prescribed in the Law of enterprises, the Law on securities, and charter of the securities investment company.

6. The meeting of the Board of Directors shall be conducted when it is participated by at least two thirds (2/3) of its members of which more than 50% are independent members. Members who do not directly participate in the meeting may vote by questionnaire survey or in other form as prescribed in the charter of the securities investment company. A decision of the Board of Directors shall be ratified when it is voted for by the majority of its members and independent members.

Article 62. Payment of dividends of securities investment companies

1. The securities investment company shall pay dividends to shareholders according to the profit distribution policy specified in its charter and the profit distribution plan approved by its General Meeting of Shareholders. The profits earned in the period or accumulated profits shall be used to pay dividends to shareholders after the company has fully made contributions to its funds as prescribed in its charter and has fulfilled its tax liabilities and other financial liabilities as prescribed by law.

2. Dividends can be paid in cash or additionally issued shares. At least 15 days before the payment of dividends, the fund management company must send notifications to investors according to their registered addresses or email addresses. A notification of dividend payment shall be made according to the form in Appendix VII enclosed herewith.

3. The payment of dividends by the securities investment company must comply with the following rules:

a) It must be conformable with the profit distribution policy specified in the charter of the securities investment company and the prospectus or summary prospectus;

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c) After payment of dividends, the securities investment company is still able to fully pay its debts and other liabilities when they are due, and its NAV shall not be lower than VND 50 billion;

d) The rate of dividends shall be decided by the General Meeting of Shareholders or Board of Directors of the securities investment company in conformity with its investment objectives and the profit distribution policy specified in its charter.

Article 63. Expenses of securities investment companies

Expenses of a securities investment company include:

1. Fund management fees paid to the fund management company;

2. Depository fees and supervision fees paid to the supervisory bank;

3. Audit fees paid to audit organizations;

4. Valuation fees paid to valuation firms; costs of legal counseling service, quotation service, and other services, remunerations paid to its Board of Directors;

5. Costs of drafting, printing and sending the prospectus, summary prospectus, financial statements, and other documents to shareholders; costs of information disclosure by the securities investment company; costs of holding General Meeting of Shareholders, and meetings of the Board of Directors;

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7. Costs incurred from asset transactions of the securities investment company and other expenses as prescribed by law.

8. Costs arising from replacement of custodian bank, supervisory bank or other service providers.

Article 64. Consolidation and merger of securities investment companies

1. Consolidation or merger of securities investment companies shall be the same as that of private funds as prescribed in Article 11 hereof.

2. Shareholders objecting to the consolidation or merger may request the securities investment company to repurchase their shares. The repurchase price shall be agreed upon between two parties according to the NAV per share at the repurchase date. Creditors are entitled to request the securities investment company to repay debts before carry out the consolidation or merger.

3. Within 15 days from the effective date of the certificate of establishment and operation of the securities investment company established after the consolidation or merger, the consolidated or acquiring securities investment company shall directly, or through the fund management company, submit reports to SSC on competent authorities' certification of return of seal, seal registration certificate or TIN registration certificate by relevant securities investment companies.

Article 65. Dissolution of securities investment companies

Dissolution of private securities investment companies and public securities investment companies shall be the same as that of private funds and closed-end funds in Article 12 and Article 28 hereof.

Section 2. PUBLIC SECURITIES INVESTMENT COMPANIES

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1. Offering, additional issuance, distribution and certification of ownership of shares of public securities investment companies shall be carried out in the same manner as fund certificates of securities investment funds prescribed in Articles 13, 14 and 15 hereof.

2. A public securities investment company shall only carry out the public offering of securities when it is an initial public offering of shares to establish the company or the company issues shares to its existing shareholders to raise its charter capital or issues shares for conversion in case of consolidation or merger.

3. Distribution agents of public securities investment companies shall comply with regulations on distribution agents in Articles 76, 77 and 78 hereof.

Article 67. Investment portfolios, investments and asset transactions of public securities investment companies

1. Public securities investment companies are not allowed to perform business and production operations, and provide services.

2. The investment portfolios and investments of public securities investment companies shall comply with Article 24 and Article 25 hereof.

Article 68. NAVs of public securities investment companies

Fund management companies shall calculate NAVs, NAV per share of pubic securities investment companies at least every week as prescribed in Article 20 hereof.

Section 3. PRIVATE SECURITIES INVESTMENT COMPANIES

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1. Operations of a private securities investment company shall ensure the following provisions:

a) Its operations must comply with Article 50, Clause 1 Article 67 hereof;

b) It shall not carry out public offering of securities;

c) It is allowed to invest, without investment limits, in securities, real estate and other assets as prescribed by relevant laws, except the case in Point d of this Clause.

d) It shall only invest in public fund certificates and shares of public securities investment companies as prescribed in Point c Clause 5 Article 5 hereof;

dd) It may make indirect outward investments according to Clause 9 Article 24 hereof.

2. In case of investment in real estate, the securities investment company must select independent valuation firms. The selected independent valuation firm must meet the requirements laid down in Clause 2 Article 54 hereof. Management, trading and valuation of real estate shall comply with Articles 52, 53 and 54 hereof.

3. If permitted in its charter, the securities investment company may get mortgage loans, overdraft facility or loans in other form from the custodian bank, borrow money to purchase securities (margin trading), borrow or lend securities, or enter into repurchase agreements according to the following principles:

- Borrowing of assets or lending of securities must comply with regulations of law;

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- Organizational structure and operations of the credit department of the custodian bank must be separated from the depository department of the securities investment company; credit activities are independent from depository activities and fall beyond the scope of the depository contract;

- The fund management company shall provide information about rights and interests of the custodian bank and potential conflict of interest for the General Meeting of Shareholders of the securities investment company for consideration.

4. The securities investment company or fund management company (if any) shall monthly calculate or authorize the custodian bank that provides fund management service to calculate the NAV of the securities investment company and NAV per share. Calculation of NAV of the securities investment company shall comply with Clauses 1, 2, 3 and 8 Article 20 hereof.

5. The securities investment company shall:

a) Prepare and retain shareholder register and any information concerning the transfer of stakes between shareholders;

b) Submit reports to SSC on transfer of stakes between its shareholders within 15 days from the completion of the transfer. Such report must include the list of shareholders (before and after the transfer); number of shares (before and after the transfer); their holdings (before and after the transfer); changes thereof; transfer methods.

Article 70. Personnel of private securities investment companies that self-manage their capital and invest in real estate

A private securities investment company that intends to invest in real estate must employ at least an employee who possesses a valid valuer certificate or has passed the following exam subjects in the valuation examination, including: Principles of market prices; fundamentals of valuation; real estate valuation and business valuation.

Section 4. REAL ESTATE SECURITIES INVESTMENT COMPANIES

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1. Real estate securities investment companies are real estate investment funds that are organized and operate as public securities investment companies.

2. Real estate securities investment companies are not real estate trading organizations as prescribed in the Law on real estate business. Real estate securities investment companies shall not do business and production operations, and provide services, but may authorize fund management companies to use their capital to make investments. This capital management shall be supervised by supervisory banks.

Article 72. Investment portfolios and investments of real estate securities investment companies

The investment portfolios and investments of real estate securities investment companies shall comply with Articles 51, 52, 53, 54, 55 and Article 68 hereof.

Chapter V

SUPERVISORY BANKS, CUSTODIAN BANKS AND DISTRIBUTION AGENTS

Article 73. General provisions on supervisory banks

1. Supervisory banks selected by fund management companies must satisfy all requirements in Article 116 of the Law on Securities.

2. A supervisory bank must be independent and separate from the fund management company to which its supervision services are provided.

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4. For supervising operations of funds and securities investment funds and companies, a supervisory bank must have at least 02 employees that possess the following qualifications:

a) Professional certificate in securities law;

b) Fundamental certificates in securities and the securities market; or securities professional certificate, or international qualifications in securities such as CFA (Chartered Financial Analyst) level 1 or higher, CIIA (Certified International Investment Analyst) level 1 or higher; or practice certificates in securities issued in the member States of the Organization for Economic Cooperation and Development (OECD);

c) Auditor’s certificate, accountant’s certificate; or certificate of chief accountant, or international accounting certificate such as ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants), CA (Chartered Accountants), or ACA (Associate Chartered Accountants), or bachelor’s degree, or higher, in accounting or auditing;

d) Valuer certificate; or having passed the following subjects in the valuation examination, including: Principles of market prices; fundamentals of valuation; real estate valuation and business valuation (for employees in charge of supervising real estate investment funds or real estate securities investment companies).

Article 74. Depository services of custodian bank and supervisory bank

1. The custodian bank/supervisory bank is allowed to select overseas financial institutions licensed to provide depository services as secondary depository institutions that shall keep overseas assets of securities investment funds and securities investment companies in conformity with regulations of law. The authorization to provide depository services must comply with the following provisions:

a) The secondary depository institution must be a depository member in accordance with the law of the foreign country;

b) Such authorization must be prescribed in the charter of the securities investment fund or securities investment company and conformable with relevant laws;

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d) Deposited assets must be clearly determined to be assets of the fund or securities investment company that uses services rendered by the custodian bank/supervisory bank;

dd) The custodian bank/supervisory bank shall inspect and supervise operations of the secondary depository institution and incur all costs arising from the authorization to supervise and deposit assets of the fund or securities investment company;

e) The secondary depository institution in the foreign country may deposit assets at the securities depository institution of which it is a member in accordance with the law of the host country. The secondary depository institution shall follow procedures for registration of the fund’s ownership of its assets in accordance with regulations of relevant laws;

g) The custodian bank/supervisory bank must have adequate information about all assets under the ownership of the fund or securities investment company, including type, volume, depository institution and other documents certifying the fund’s ownership of assets. The custodian bank/supervisory bank shall supervise and ensure that assets of the fund or securities investment company must be registered under the ownership of that fund or securities investment company; deposit assets in a manner that facilitates the identification and certification of assets of the fund or securities investment company.

2. Responsibility of the custodian bank/supervisory bank for depositing assets of the fund or securities investment company:

a) Request the fund management company to register assets of the fund or securities investment company in the name of that fund or securities investment company as soon as possible under terms and conditions of the economic contracts signed between the fund or securities investment company (through the fund management company) and its partners and in accordance with relevant laws; ensure that all assets acquired by the fund or securities investment company in the territory of Vietnam must be registered under the fund’s ownership and deposited at the custodian bank/supervisory bank, and comply with the following rules:

- With regard to assets of which the ownership must be registered, assets shall be registered in the name of the securities investment fund or company, unless they must be registered in the name of the custodian bank/supervisory bank or secondary depository institution or fund management company as prescribed by relevant laws, and shall be deposited at the custodian bank/supervisory bank. The originals of legal documents certifying the ownership of assets must be deposited and kept at the custodian bank/supervisory bank, except securities which have been registered and deposited. If assets are real estate, the custodian bank/supervisory bank must ensure adequate legal documents about the ownership and use rights of assets as prescribed. In case of securities issued in the book-entry form, or of which the transfer of ownership to the fund is not yet completed, the originals or valid copies of transaction contracts and transaction documents must be deposited at the custodian bank/supervisory bank;

If the ownership of assets is not registered or is not yet transferred to the fund or securities investment company within the time limit specified in issuance agreements, transfer contracts, investment contracts or other similar economic contracts, the custodian bank/supervisory bank shall include certification of depositing and registration of these assets in periodic reports which are made according to Clause 2 Article 79, Clause 1 Article 80 hereof, and send notification thereof to the fund’s representative board;

- With regard to assets of which the registration of ownership is not required, the originals or valid copies of transaction contracts and transaction documents shall be deposited at the custodian bank/depository bank.

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- The custodian bank/depository bank shall monthly compare and verify the volume and value of assets of the fund or securities investment company with investment-receiving organizations, issuers, organizations managing shareholder registers or other similar organizations to ensure that assets are deposited in accordance with Point g Clause 1 of this Article;

b) Separately manage and deposit assets of each securities investment fund or company; assets of securities investment funds, securities investment companies, assets of the custodian bank/supervisory bank, and assets of other clients of the custodian bank/supervisory bank. Each fund or securities investment company is allowed to open a securities depository account which is separated from securities depository accounts of other entities, including that of the fund management company;

c) The fund management company is authorized to conduct asset transactions of the securities investment fund or company. The transfer of the fund’s assets in investment or divestment shall be only carried out according to written request of the fund management company as prescribed in the depository contract or supervision contract;

d) Payment for transactions in listed or registered securities must comply with the delivery versus payment principle, and other clearing and payment principles as prescribed by law. Payment for other asset transactions shall be made according to lawful orders or directions of the fund management company and other relevant laws. All bank transfers, payments and transfer of assets must be made correctly to transaction partners and accounts of the securities investment fund or company. Each payment must be conformable with the volume of assets, transaction price and the amounts specified in the payment receipt;

dd) Exactly, fully and promptly comply with lawful orders and directions of the fund management company; fully and promptly perform rights and obligations related to the fund’s ownership of assets, including procedures for declaration and payment of taxes of the securities investment fund or company;

e) Certify reports on assets of the fund or securities investment company made by the fund management company, and ensure that the reported assets are accurate and adequate and correspond to those deposited at the bank;

g) Attend and provide adequate information at meetings of the General Meeting of Investors of the securities investment fund, or the General Meeting of Shareholders of the securities investment company, meetings of the fund’s representative board or Board of Directors of the securities investment company, but not vote.

3. Assets of the securities investment fund or company, whether in tangible or intangible form, whether they are registered in the name of the fund or securities investment company or not (in case the registration of ownership of assets is not required as prescribed by law), which are deposited at the custodian bank/supervisory bank and secondary depository institutions (if any) are assets under the ownership of the securities investment fund or company, and are not considered as assets of the custodian bank/supervisory bank or the fund management company. The custodian bank/supervisory bank cannot use the fund’s assets to make payments or guarantee the payment of its debts or debts of a third party, including debts of the fund management company.

4. Transactions conducted for the fund or securities investment company on the account of the custodian bank/supervisory bank, including receipt of money, payment for transactions, receipt of dividends, bond interests and other incomes, are those of the securities investment fund or company. If transactions are conducted on the account or in the name of the secondary depository institution according to relevant laws, these transactions and assets in these transactions must be clearly certified to belong to the fund or securities investment company via the supervisory bank.

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a) Fully, accurately and promptly record all assets of securities investment funds and companies, and any changes related to these assets;

b) Collect, pay and record dividends, bond interests, loan interests and other incomes;

c) Record securities and fund certificates in redemption, additional issuance or switching transactions.

6. The custodian bank/supervisory bank shall pay compensation to the fund or securities investment company for any damage to assets of the fund or securities investment company deposited and kept at the bank in accordance with regulations of law, even if such damage is caused by mistakes or fraudulent acts of the bank’s employees or the bank’s negligence.

7. The custodian bank/supervisory bank shall fully pay compensation to the fund or securities investment company for any damage caused by the secondary depository institution to the assets of the securities investment fund or company, except the following cases:

a) The damage is caused by force majeure events or beyond the control of the custodian bank/supervisory bank that shall not be held responsible under relevant terms and conditions of the depository contract or supervision contract;

b) The secondary depository institution is liable to pay compensation to the fund or securities investment company and the secondary depository contract contains provisions allowing the fund management company to act on behalf of the fund or securities investment company to request the secondary depository institution to make compensation according to the signed contract;

c) The custodian bank/supervisory bank has fulfilled its appraisal tasks and other activities relating to the authorization as prescribed by law.

8. If the custodian bank provides supervision services for private funds and private securities investment companies, it shall only send reports to capital contributors under the signed supervision contracts and are not required to send reports to SSC on supervision activities as prescribed in Article 75 hereof.

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1. A supervisory bank shall only supervise operations of the fund management company which are relevant to the securities investment fund or securities investment company that is the bank’s client.

2. Responsibility of the supervisory bank to supervise the fund management company’s investments with assets of the securities investment fund or company:

a) Cooperate with the fund management company to periodically review internal regulations on principles and methods for determination of NAV of the securities investment fund or company; supervise the determination of NAV; inspect and ensure that the NAV per fund certificate, NAV per creation unit, and NAV per share is calculated correctly and accurately in accordance with regulations of law and the fund’s charter;

b) Supervise investments and transactions in assets of the securities investment fund or company, inspect to ensure that the invested assets and investment portfolio are conformable with regulations on investment limits, loan limits laid down in relevant laws and the charter of the securities investment fund or company; supervise asset transactions between the fund or securities investment company and the fund management company and its related persons to ensure their compliance with regulations of law and the fund’s charter;

The supervisory bank shall promptly report any detected signs of violations against the law to SSC and notify them to the fund management company within 24 hours from the detection of such violations, and request the fund management company to take remedial actions within the prescribed time limit;

c) Supervise the process and results of the merger, consolidation, dissolution, and liquidation of assets of the securities investment fund or company;

d) Supervise to ensure the legitimacy and that assets of the fund or securities investment company are used to pay costs in accordance with regulations of law and the fund’s charter;

dd) Supervise other operations of the fund management company in managing assets of the fund or securities investment company as prescribed in Article 116 of the Law on securities, relevant regulations herein, legislative documents elaborating the Law on securities and charter of the securities investment fund or company;

e) Verify reports on NAVs, investments and investment portfolio of the securities investment fund or company, which are prepared by the fund management company.

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4. When receiving written request from the fund management company, the supervisory bank shall promptly, adequately and accurately provide necessary information to the fund management company and accredited audit organization so that they can fully perform their rights and obligations to the fund in accordance with regulations of law and the fund’s charter or the charter of the securities investment company.

5. The supervisory bank is entitled to request the fund management company to provide necessary and relevant documents and information, and information about issuers which the fund or securities investment company invest in so that it can fully perform its rights and obligations to the fund or securities investment company as prescribed by law. The supervisory bank shall protect the confidentiality of all documents and information provided by the fund management company as prescribed by law.

6. The supervisory bank may perform the valuation of NAV of the fund or securities investment company for the fund management company. Personnel and client database of the NAV valuation department of the supervisory bank must be separate from those of the supervisory department and other business departments of the supervisory bank. The NAV valuation department must have employees possessing certificate of chief accountant, auditor’s certificate, accountant’s certificate, or international accounting certificate such as ACCA (Association of Chartered Certified Accountants), CPA (Certified Public Accountants), CA (Chartered Accountants), or ACA (Associate Chartered Accountants), or bachelor’s degree, or higher, in accounting or auditing.

7. If the fund management company fails to perform activities to restore the position of the fund or securities investment company according to Clauses 6, 7 Article 24, Clause 6 Article 35, Clause 6 Article 45, Clauses 6, 7 Article 51, and Clause 2 Article 67 hereof, the supervisory bank shall report it to SSC within 05 working days from the date on which it sends notification to the fund management company. In this case, the supervisory bank may only implement the fund management company’s lawful trading orders and instructions which do not make the investment portfolio of the fund or securities investment company violate the law and the fund's charter.

8. If the fund management company must pay compensation to the securities investment fund or company, its investors or shareholders according to regulations herein and relevant laws, the supervisory bank shall cooperate with the fund management company to make timely and full payments to investors or shareholders according to lawful orders of the fund management company. The supervisory bank shall jointly bear responsibility with the fund management company to pay compensation to the fund or securities investment company for any damage caused by the supervisory bank’s failure to fully and promptly supervise investments, calculation of NAV and other operations of the fund or securities investment company in accordance with regulations of law. The compensation shall be determined according to terms and conditions of the signed contract or agreement between the fund management company and supervisory bank.

9. The mechanism for cooperation between the supervisory bank and the fund management company in reviewing operations of transfer agents shall be implemented according to the agreement between two parties whereby responsibilities of the fund management company must comply with regulations of law.

10. The custodian bank/supervisory bank shall terminate its provision of services to the fund or securities investment company in the following cases:

a) Its certificate of securities depository registration is revoked according to Clause 2 Article 60 of the Law on securities;

b) It unilaterally terminates the depository contract or supervision contract;

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d) Such termination is made according to decision of the fund’s General Meeting of Investors or the General Meeting of Shareholders of the securities investment company.

11. In case of replacement of the custodian bank/supervisory bank, the securities investment fund or securities investment company shall, through the fund management company, submit reports to SSC and apply for modification of the certificate of registration of fund establishment or the license for establishment and operation of the securities investment company. Rights and obligations of the custodian bank/supervisory bank to the fund or securities investment company shall be terminated at the time when such rights and obligations have been transferred to the substitute custodian bank/supervisory bank. The substitute custodian bank/supervisory bank shall prepare and send the record of transfer of rights and obligations between two custodian banks/supervisory banks, which bears certification of the fund management company and the fund’s representative board or Board of Directors of the securities investment company to SSC.

12. If the custodian bank/supervisory bank changes its juridical person status, the new bank shall inherit all rights and obligations towards assets deposited at and supervised by the old bank.

Article 76. Distribution agents

1. Distribution agents of closed-end funds, open-end funds and public securities investment companies are securities companies, fund management companies, custodian banks, commercial banks, insurers or other business entities that have certificate of registration for distribution of public fund certificates and shares of public securities investment companies, and have entered into contracts for distribution of fund certificates of closed-end funds or open-end funds, and shares of public securities investment companies with fund management companies.

2. Distribution agents of ETFs are securities companies that are licensed to provide securities brokerage, have certificate of registration for distribution of public fund certificates and shares of public securities investment companies, and have entered into contracts for distribution of ETF certificates with fund management companies and authorized participants.

3. A distribution agent that is not a securities company, fund management company, insurer or commercial bank shall not:

a) Act as a nominee;

b) Concurrently act as a distribution agent of another fund management company approved by the fund management company of which it is acting as a distribution agent.

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5. Within 05 working days from the date of change of a distribution agent, the fund management company shall notify and provide SSC with the following documents:

a) Notification of change of fund certificate distribution agent and distribution location;

b) If a new distribution agent is selected, the notification shall be enclosed with the following documents: The distribution agent contract signed with the fund management company or authorized participant; the report on inspection of the distribution agent’s fulfillment of infrastructural and personnel requirements which bears the certification of the fund management company (except a distribution agent that is distributing fund certificates of another fund managed by the same fund management company).

6. If a distribution agent has its certificate of registration for distribution operations revoked or the distribution agent contract expires, the fund management company shall give a prior notification to investors and designate a substitute distribution agent (if any).

7. Within 05 working days from the date of addition of a new distribution location, the relevant distribution agent shall send a notification and documents proving the new distribution location's fulfillment of infrastructural and personnel requirements to SSC.

8. A distribution location will be shut down in the following cases:

a) The shutdown is decided by the distribution agent;

b) The distribution agent shuts down its branch, transaction office or representative office;

c) The distribution location fails to maintain its fulfillment of requirements for distribution of fund certificates as prescribed;

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9. If a distribution location is shut down as prescribed in Clause 8 of this Article, the distribution agent shall give prior notification to the fund management company and investors, and designate a substitute distribution location.

10. The fund management company may distribute fund certificates of the open-end fund that it manages. In this case, the fund management company must ensure that its fund certificate distributors shall not concurrently work at asset management, investment analysis or internal control department.

Article 77. Operation of distribution agents

1. A distribution agent shall perform the following activities:

a) Consolidate adequate information about investors and beneficiaries in accordance with the Law on securities and regulations on anti-money laundering and counter-terrorism financing;

b) Punctually, sufficiently and accurately receive and send trading orders from each investor to the fund management company or relevant service provider. The distribution agent shall not consolidate and offset trading orders, directly receive money and make payment for fund certificate transactions for investors;

c) Assist investors in completing procedures for changing their information in the primary investor register, certifying their ownership of fund units, and transferring ownership of fund units as prescribed in Article 15 hereof;

d) Maintain uninterrupted and direct communication with investors to accurately, adequately and promptly provide information to investors and respond to their queries about products offered by the fund; consolidate and provide account statements and transaction confirmations at the request of investors; provide investors with the prospectus, summary prospectus, financial statements of the fund, documents about meetings of the General Meeting of Investors, and other information; submit reports and disclose information with authorization of the fund management company;

dd) Assist the fund management company or relevant service provider in holding the General Meeting of Investors; participate and exercise voting rights according to written directions of investors;

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2. A nominee shall perform the following activities:

a) Perform functions of a distribution agent as prescribed in Clause 1 of this Article in case investors register for conducting transactions on their accounts;

b) Make and manage the subsidiary register of investors who register for trading via nominee accounts; establish and manage the sub-account system; update and provide adequate information about investors, including information about their ownership and transactions, to the fund management company or relevant service provider;

c) Execute trading orders on the nominee account by consolidating trading orders from investors, and ensuring that subscription orders are fully executed, redemption orders are fairly distributed, and all payments are made in accordance with regulations of law;

d) Perform other functions, tasks and activities of a distribution agent as prescribed herein.

3. Functions of a nominee must be clearly specified in the prospectus and summary prospectus. A nominee shall comply with the following rules:

a) Assets on the nominee account are not under the nominee’s ownership but under the ownership of investors in the subsidiary investor register. These investors are entitled to all lawful rights and interests of the owner in proportion to their holdings of fund units on the nominee account. The investors may ask the nominee to transfer their ownership of fund units on the nominee account to their accounts (if any);

b) The nominee shall separately manage money and assets of each investor; separate money and assets of investors from those of the nominee. If the nominee wishes to trade fund certificates, it must open a fund certificate trading account which is independent from the nominee account;

c) A nominee shall not use money or assets of investors in any form; shall not deposit, withdraw, transfer or conduct transactions of assets of investors on the nominee account; shall not transfer money and assets between sub-accounts of investors with their authorization. Investors’ asset transactions shall only be conducted in accordance with regulations of law and at the written request of investors;

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4. The supervisory bank, relevant service provider, the fund management company and the nominee must establish a system or cooperation mechanism for frequently inspecting and verifying activities on the nominee account to ensure that:

a) The balance (if any) of each investor on this account is accurately monitored at any time, and information about this balance shall be adequately, punctually and accurately provided at the written request of the investor or competent authority;

b) Any amounts of money of investors is not misused or used without their written authorization. If any sign of violation of this provision is found, the supervisory bank, the fund management company or relevant service provider shall send a report to SSC and notify investors within 24 hours;

c) Within 03 working days from the receipt of a payment from the fund or an investor participating in the fund, the nominee has to complete payments to investors according to lawful order or direction from the fund management company or the supervisory bank, or complete the payment to the fund according to the investor's order.

Article 78. General provisions on distribution of fund certificates

1. Distribution agents and distributors must be voluntary, fair and honest with investors, and provide adequate, timely and accurate information to investors to facilitate their decision making. Any information, data and economic forecasts provided to investors must be based on actual events and accompanied by reference materials which have been issued and publicly disclosed by professional finance and economic organizations. Distributors are not allowed to provide unverified, incorrect or false information to investors.

2. Distributors shall only offer fund certificates after investors have already been provided with the fund’s charter, the prospectus or summary prospectus, and information on the fund's operation. Distributors must provide investors with explanations about the contents in the fund's charter and prospectus, especially the fund’s investment objectives and policies, and its strategies to achieve such objectives, profit and risk characteristics, profit distribution policy, taxes, service fees, and other expenses, and fund certificate trading mechanism.

3. Distributors shall provide investors with adequate, accurate and timely information on the fund’s performance, implying that previously provided information is only for reference and may be changed depending on the market developments.

4. Distributors shall not provide false, untruthful, misleading or incomplete information, provide forecasts to entice and persuade investors to purchase fund certificates, or provide information that causes misunderstanding about profits and risks of fund certificates. When making comparison with other fund products, distributors must point out difference between these funds so that investors can make their decision. Distributors are not allowed to directly or indirectly persuade or entice investors to purchase fund certificates with high risks in case investors do not yet completely understand about potential risks incurred from their investments in a fund, or that fund is not conformable with investment objectives and financial capacity of such investors.

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6. Distribution agents are not allowed to discount or reduce trading prices of fund certificates in any form; offer gifts or use material benefits in any forms to induce or incite investors to purchase fund certificates; claim or receive, whether in personal name or in the name of any organization, remuneration or interests, in addition to service fees specified in the prospectus and distribution contracts signed with the fund management company, from the fund management company to induce investors to purchase fund certificates.

7. Distribution agents are not allowed to distribute fund certificates at distribution locations which are not yet registered with SSC. Distribution agents shall take the full responsibility for distribution of fund certificates to investors at their distribution locations and by distributors.

8. The fund management company and distribution agents shall annually provide training to improve knowledge and competence of distributors. The information about annual training programs provided by the fund management company and distribution agents must be included in the annual report on operations of the fund management company.

Chapter VI

REPORTING

Article 79. Reporting, document retention and information management

1. Fund management companies must ensure that investors may access information about statistical reports on transactions according to the form in Appendix XXIII enclosed herewith. The fund management company shall provide statistical reports on transactions, account balance and sub-account balance for the investor within 05 working days from the receipt of the investor’s written request.

2. Fund management companies shall send periodic reports on management of assets of securities investment funds and securities investment companies to SSC, including:

a) Weekly report on changes in NAV of the public fund or public securities investment company, made according to the form in Appendix XXIV enclosed herewith;

...

c) Biannual and annual reports on operations of the securities investment fund or company, which include primary contents in the form in Appendix XXV enclosed herewith;

d) Quarterly financial statements; reviewed biannual financial statements and annual financial statements, which have been audited by accredited audit organizations, of the securities investment fund or company, made according to regulations of the Law on accounting regarding securities investment funds and securities investment companies.

3. The fund management company shall disclose or provide investors/shareholders with the following documents:

a) The reports specified in Clause 2 of this Article;

b) The prospectus or summary prospectus.

4. The documents specified in Clause 3 of this Article shall be provided free-of-charge to investors/shareholders on the website of the fund management company or sent directly by email to investors/ shareholders or in other forms as prescribed in the fund's charter, or the charter of the securities investment company, and specified in the prospectus or summary prospectus. Investors/shareholders may refuse to receive the documents specified in Clause 3 of this Article. If requested by investors/shareholders, the fund management company shall provide them with risk management procedures, which specify investment limits, risk prevention and management measures adopted to manage assets of the securities investment fund or company.

5. Private securities investment companies that self-manage their capital shall provide information for investors and submit the reports specified in Points b, d Clause 2 of this Article to SSC;

6. Within 05 working days from the date of ratification of its decision on recruitment, appointment, dismissal or replacement of members of the Board of Directors, General Director (Director), Deputy General Director (Deputy Director), or operations employees, the securities investment company, fund management company, or the private securities investment company that self-manages its capital shall submit a report made according to the form in Appendix XII enclosed herewith to SSC. The report on personnel recruitment, appointment or changes thereof must be accompanied with personal records of the relevant employee and documents proving his/her satisfaction of eligibility requirements as prescribed.

7. Time limits for submission of reports:

...

b) Monthly reports: within 05 working days from the end of the reporting month;

c) Quarterly reports: within 20 days from the end of the reporting quarter;

d) Biannual reports: within 45 days from the end of the first six months;

dd) Annual reports: within 90 days from the end of the reporting year.

8. The closing dates of the periodic reports mentioned in Clauses 2, 3 of this Article are provided for as follows:

a) A weekly report shall include data from the first day to the last day the reporting week (except data reflected at a given time);

b) A monthly report shall include data from the first day to the last day the reporting month (except data reflected at a given time);

c) A quarterly report shall include data from the first day to the last day the reporting quarter (except data reflected at a given time);

d) A biannual report shall include data from January 01 to June 30 inclusively of the reporting period (except data reflected at a given time);

...

e) The reporting period of a securities investment fund or a securities investment company whose operating period is less than a reporting period shall commence from the issue date of the certificate of registration for fund establishment or the license for establishment and operation to the last day of the reporting period as prescribed in Points a, b, c, dd and dd of this Clause.

9. The fund management company shall send required reports to SSC whether in physical or in electronic form.

10. Apart from the reporting cases prescribed in this Article, for the purposes of protecting common interests as well as investors’ interests, SSC may request fund management companies to submit reports on operations of managed securities investment funds and request securities investment companies to submit reports on their operations.

11. The fund management company shall submit reports to SSC within 48 hours from the receipt of the request as prescribed in Clause 10 of this Article.

12. Fund management companies and supervisory banks shall retain all documents related to investments of relevant funds in accordance with regulations on organization and operation of fund management companies.

13. Fund management companies, supervisory banks, distribution agents, relevant service providers, audit organizations, fund’s representative boards, and relevant entities shall protect confidentiality of information about the fund’s operations and information concerning investors, and shall not provide such information to any third party, unless requested in writing by competent authorities.

Article 80. Reporting by supervisory banks

1. Supervisory banks shall prepare and send monthly, quarterly and annual reports on their supervision of the management of assets of public funds and public securities investment companies by fund management companies, which are made according to the form in Appendix XXVII enclosed herewith, to SSC. A supervision report submitted by the supervisory bank must include its assessment of compliance with regulations of law, the fund’s charter or the charter of the securities investment company as follows:

a) Assessment of the compliance by the fund management company when making investments and conducting transactions for the fund or securities investment company;

...

c) Issuance, redemption of fund certificates, offering of shares by the securities investment company, or exchange of component securities baskets;

d) Violations (if any) committed by the fund management company and proposed remedial measures.

2. The supervisory bank shall submit reports to SSC within 24 hours from the detection of the violation in the following cases:

a) The fund management company fails to comply with investment limits resulting the fund’s or securities investment company’s investments exceeding the prescribed limits, or commits securities- and securities market-related violations;

b) The loss incurred from the fund management company’s management of assets is too heavy and the costs for remedying consequences are two high;

c) Other cases at the request of SSC.

3. The supervisory bank shall also specify the violation in Clause 2 of this Article in the monthly, quarterly or annual supervision report if the violation is not yet remedied, and submit a report within 24 hours after the violation has been remedied.

4. Supervisory banks shall comply with regulations applied to fund management companies in Clauses 7, 8, 9, 10,11 Article 79 hereof.

Chapter VII

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Article 81. Effect

1. This Circular comes into force from January 01, 2021, and supersedes the following Circulars of the Minister of Finance: Circular No. 183/2011/TT-BTC dated December 16, 2011, Circular No. 15/2016/TT-BTC dated January 20, 2016, Circular No. 224/2012/TT-BTC dated December 26, 2012, Circular No. 227/2012/TT-BTC dated December 27, 2012, Circular No. 228/2012/TT-BTC dated December 27, 2012, and Circular No. 229/2012/TT-BTC dated December 27, 2012. Articles 2, 3, 4, 5, 6 and Clause 2 Article 7 of Circular No. 91/2019/TT-BTC dated December 31, 2019 of the Minister of Finance are abrogated.

2. Fund management companies shall formulate charters of securities investment funds in accordance with the Law on Securities No. 54/2019/QH14, the Law on enterprises No. 59/2020/QH14, regulations herein and relevant law provisions, and submit them to the next General Meetings of Investors of the relevant securities investment funds from the effective date of this Circular.

3. Regulations applied to Vietnam Securities Depository and Clearing Corporation (VSDCC) in this Circular shall be implemented by Vietnam Securities Depository until VSDCC is established and officially operates according to the Law on Securities NO. 54/2019/QH14.

4. Regulations applied to Vietnam Exchange and its subsidiaries in this Circular shall be implemented by the current Stock Exchanges until Vietnam Exchange and its subsidiaries are established and officially operate according to the Law on Securities No. 54/2019/QH14.

Article 82. Implementation organization

SSC, SEs, VSDCC, fund management companies, depository banks, custodian banks and entities involved in operation of securities investment funds or securities investment companies are responsible for the implementation of this Circular./.

...

APPENDIX I

SAMPLE OF CHARTER OF A SECURITIES INVESTMENT FUND
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

I. LEGAL GROUNDS

1. The Law on Securities

2. Decree(s)

3. Circular(s)

II. DEFINITIONS

“Fund”

...

“Fund management company”

means Fund Management Company…………. that is established under the License for establishment and operation No…………………………. issued by the State Securities Commission of Vietnam (“SSC”) on………….(date), Enterprise Registration Certificate No………………….issued by………….on…………(date). The Fund Management Company …………..is authorized to manage the fund and perform the rights and obligations prescribed in............of this Charter.

“Supervisory bank”

(hereinafter referred to as Bank………….) means the Bank…………… that is established under the Establishment License No………………issued by……….. on…………. (date) and Certificate of securities depository registration No. …. issued by SSC, and provides the following services: (i) management and depositing of securities and documents certifying the fund’s lawful ownership of assets; economic contracts and documents relating to the fund's assets, and supervision of the fund’s operations; (ii) supervision of the fund management company’s management of the fund's assets. Rights and obligations of the supervisory bank are prescribed in ……. of this Charter.

“Audit company”

means the audit company performing auditing works for the fund as designated by the General Meeting of Investors, that is the audit company…………………., an accredited independent audit company performing annual auditing of assets of the investment fund.........

“Charter of the fund….”

includes this document, attached annexes and other lawful revisions (if any).

“Prospectus”

...

“Supervision contract”

means a contract that is signed by and between the fund management company and the supervisory bank, and approved by the Fund’s General Meeting of Investors.

“Investor”

means a domestic or foreign individual or organization that holds fund certificates.

“General Meeting of Investors”

means the general meeting of voting investors that is held on a regular or ad hoc basis to ratify by voting important issues relating to the fund. The General Meeting of Investors is the supreme governing body of the fund.

“Fund’s representative board”

is composed of representatives of investors who are appointed by the General Meeting of Investors to act on behalf of investors in supervising operations of the fund, the fund management company and the supervisory bank.

“Charter capital”

...

“Certificate of investment fund…..”

means a security that certifies an investor’s ownership of a stake in the fund. Face value per fund certificate is VND 10.000.

“ETF creation unit”

includes at least 100.000 ETF certificates. The ETF creation unit is the trading unit used in exchange transactions between an ETF and its authorized participants/investors.

“Selling/offering price”

means the price that the investor must pay to buy a fund unit. The selling/offering price is equal to the face value (determined in the initial public offering) or the net asset value (NAV) per fund unit plus the issuance fee as prescribed in the fund’s charter.

“redemption price” (if any)

means the price that the fund management company must pay to investors for a repurchased fund unit. The redemption price is equal to the NAV per fund unit minus the redemption fee as prescribed in the fund’s charter.

“Management fee”

...

“issuance/redemption fee” (if any)

means the service fee paid by an investor when buying/selling a fund unit from/to the fund. The issuance/redemption fee is calculated as a percentage of the NAV per fund unit specified in this charter.

“Fund’s dividends”

means the fund’s profit that remains after deducting all legitimate expenses and is divided to investors in proportion to their holdings according the decision of the General Meeting of Investors.

“Fiscal year”

means a 12-month period starting on January 01 and ending on the December 31 of a calendar year. The first fiscal year of the fund shall start from the date on which the Fund obtains the certificate of fund establishment registration from SSC and end on December 31 of the same year.

“NAV”

means total value of assets and investments owned by the fund minus all of its debt obligations determined at the valuation date.

“Valuation date”

...

“fund certificate trading date” (if any)

means the day on which the fund management company, on behalf of the fund, creates and redeems fund certificates or creation units from authorized participants/investors according to the fund’s trading mechanism.

“closing time of order book” (if any)

means the final time when a distribution agent receives investors’ trading orders which shall be executed on the fund certificate trading day.

“Authorized participant” (if any)

means a securities company that is licensed to provide securities brokerage and proprietary trading services or a depository bank that has entered into an agreement on ETF establishment with the fund management company.

“real estate management unit” (for a real estate fund)

means a reputable and qualified enterprise that provides real estate management services and is authorized by the fund management company…….. to maintain, preserve, manage and operate the real estate under a real estate management agreement.

“Other terms”

...

Chapter I

GENERAL PROVISIONS

Article 1. Fund’s name and address

Full name in Vietnamese:

Full name in English:

Abbreviated name:

Address:

Article 2. Fund’s operating duration

Article 3. Fund’s organizational rules

...

1. The fund’s charter capital raised from its initial public offering is VND……………. This amount is divided into………… fund certificates/creation units. Face value per fund certificate is VND 10.000.

2. Investors contribute capital in VND by bank transfer to the fund’s account opened at the supervisory bank.

3. Maximum number of fund certificates/ creation units to be sold/offered (if any):

4. Any changes in the maximum value of assets mobilized or the maximum number of fund certificates/creation units shall be decided by the General Meeting of Investors and reported to SSC.

Article 5. Appointment of representative in charge of capital mobilization and offering of fund certificates

The legal representative of the fund management company shall be appointed as the representative in charge of performing capital mobilization and offering of fund certificates to the public.

Article 6. Fund management company

- Fund management company:

- License for establishment and operation No.:

...

- Headquarters address:

- Telephone number: Fax:

Article 7. Supervisory bank

- Bank:

- License for establishment and operation No.:

- Enterprise registration certificate No.:

- Certificate of securities depository registration No.:

- Headquarters address:

- Telephone number: Fax:

...

1. Transfer agent service provider (if any):

- Name of service provider:

- License for establishment and operation No……………. issued by………… on…………(date); Certificate of securities depository registration No……………… issued by SSC on…………….(date) (if any)

- Headquarters address:

2. Fund management service provider (if any):

- Name of service provider:

- Headquarters address:

3. Other service provider (specify authorized activities):

...

- Headquarters address:

Chapter II

INVESTMENT OBJECTIVES, POLICIES AND LIMITS

Article 9. Investment objectives

Article 10. Investment strategies

1. Investment strategies

2. Investment fields/sectors

3. Types of assets in which the fund is permitted to invest

...

4. The structure of investment portfolio (of the real estate securities investment company)

Article 11. Investment limits

1. The fund shall comply with the investment limits for the corresponding type of fund specified in the Circular providing guidance on operation and management of securities investment funds.

2. Investment limits to be exceeded and reasons therefor

3. The fund management company shall adjust the investment portfolio in conformity with the investment limits specified in Clause 2 of this Article within ........ month(s) from the occurrence of such excess.

4. Where the fund management company fails to comply with the investment limits prescribed by law or the fund’s charter, it shall assume responsibility to adjust the investment portfolio within 15 days from the occurrence of excess of such investment limits. In this case, the fund management company shall incur all costs arising from transactions performed to adjust the investment portfolio and losses (if any). Any profits earned will be accounted for as the fund’s profits.

Article 12. Borrowing, lending and margin trading

Borrowing, lending, repo transactions, margin trading and short sale of the fund shall comply with provisions of providing guidance on operation and management of securities investment funds for the corresponding type of fund.

Article 13. Investment selection methods

...

2. Methods for selecting investments in debt instruments.

3. Methods for selecting investments in shares.

4. Methods for selecting investments in bonds.

5. Methods for selecting investments in other assets.

Article 14. Management of real estate in investment portfolio (for a real estate investment fund)

Article 15. Asset transactions of real estate investment fund

1. Real estate transactions of the real estate investment fund

2. Conditions to be satisfied for conducting real estate transactions with people with relevant interests

Chapter III

...

Article 16. Investors

1. Investors of the fund include domestic and foreign organizations and individuals that own at least ………….. fund certificates. Investors shall bear neither legal liability nor any liabilities other than those for the number of fund certificates they own.

2. Institutional investors include economic and social organizations that are recognized by the law of Vietnam. The investor who is a judicial person shall appoint a legal representative for their owned fund certificates. In case of appointment, dismissal or replacement of this legal representative, a written notice bearing the signature of the investor’s authorized representative must be given.

Article 17. Rights and obligations of investors

1. Investors shall have the following rights and obligations:

a) Rights and obligations specified in Article 101 of the Law on Securities;

b) Right to equal treatment; each fund certificate will confer upon the owner equal rights, obligations and interests;

c) Right to freely transfer fund certificates, except transfer restriction cases as prescribed by law and in the fund’s charter;

d) Right to access periodically and irregularly disclosed information about the fund’s operations;

...

dd) Obligation to fully pay for fund certificates within the time limit specified in the fund’s charter and prospectus, and assume responsibility for debts and other liabilities which are equal to the value of payments for fund certificates;

e) Other rights and obligations as prescribed in the Law on Securities and the fund’s charter.

2. Investors or groups of investors holding at least 5% of total outstanding fund certificates or a smaller ratio prescribed by the fund’s charter shall have the following rights:

a) Access and extract minutes of meetings and resolutions of the fund’s representative board, annual financial statements and reports on the fund’s operations made by the supervisory bank;

b) Request the fund management company to convene an extraordinary General Meeting of Investors in the following circumstances:

- The fund management company or supervisory bank infringes upon investors’ rights, fails to fulfill their obligations, or makes decisions beyond their authority prescribed in the fund’s charter or supervision contract or delegated by the General Meeting of Investors, and thus causes damage to the fund;

- The term of office of the fund’s representative board has expired for more than 06 months without holding a new election;

- Other cases prescribed in the fund's charter;

c) Request the fund management company and supervisory bank to provide explanations about issues concerning the fund’s assets as well as management and trading thereof. Within 15 days from the receipt of the request, the fund management company or supervisory bank must give a response to the requesting investor;

...

dd) Perform other rights and obligations as prescribed in the fund's charter.

3. Investors or groups of investors holding at least 10% of total outstanding fund certificates or a smaller ratio prescribed by the fund’s charter shall have the right to nominate candidates to the fund’s representative board. Nomination procedures shall be carried out in accordance with regulations laid down in the Law on Enterprises on nomination of candidates to Boards of Directors by shareholders or groups of shareholders holding at least 10% of total ordinary shares.

4. The request of the investors or groups of investors mentioned in Clauses 2, 3 of this Article must be made in writing and include full name, contact address, number of ID card, citizen’s identity card, passport or another valid personal identification paper; name, headquarters address, nationality, number of enterprise registration certificate or establishment decision of the institutional investor; the number of owned fund certificates and time of ownership of each investor, total fund certificates of the group of investors and their holdings in the fund; requests and recommendations; grounds and reasons therefor. If an extraordinary General Meeting of Investors is requested as prescribed in Point b Clause 2 of this Article, the request must be accompanied by documents stating the reasons for the extraordinary General Meeting of Investors; or documents and evidences about violations committed by the fund management company or supervisory bank or about decisions issued beyond their authority specified in the fund’s charter or supervision contract.

Article 18. Conditions for investors conducting ETF exchange transactions

1. Each investor must own component securities and meet the requirements regarding weight and quantity of each security symbol included in the basket of component securities as notified by the fund management company when exchanging component securities for fund certificates, unless cash payment is made as prescribed.

2. The investor must own at least ….. creation units when conducting a transaction to exchange fund certificates for component securities.

3. Investors may only conduct exchange transactions at authorized participants where their securities trading accounts are opened and after they have entered into service contracts for conducting exchange transactions.

4. Investors shall also meet other conditions laid down in this Charter.

Article 19. Investor registers

...

2. The primary investor register and the subsidiary investor register shall, inter alia, contain the following information:

a) Name and headquarters address of the fund management company; name and headquarters address of the supervisory bank; full name of the fund; listed securities symbols of the fund (if any);

b) Total fund certificates to be offered, total fund certificates offered, structure, and total capital raised;

c) List of investors/authorized participants (for an ETF), specifying: full name, number of ID card, citizen’s identity card, passport or another valid personal identification paper, and contact address (if the investor is an individual); full name, abbreviated name, number of enterprise registration certificate or establishment decision, and headquarters address (for an institutional investor); number of securities depository account (if any); number of the investor’s account or sub-account enclosed with the number of nominee account; the number of owned fund certificates/ ETF creation units; ownership percentage; subscription date and payment date; accompanied by certification given by Vietnam Securities Depository and Clearing Corporation (VSDC) of component securities baskets of each authorized participant or investor which are held for transfer to the ETF.

d) Date of the investor register.

3. The fund management company and transfer agent service provider must always have adequate information about the ownership of each investor, including those trading via nominee accounts. Information about assets of investors in the primary investor register is the proof for certifying their ownership of fund certificates. With regard to an open-end fund, an investor's ownership shall be established from the time when the information about its/his/her ownership is updated in the primary investor register.

Article 20. Transfer of certificates of closed-end funds and private funds

1. The fund management company must not redeem fund certificates at the request of investors.

2. Investors shall transfer fund certificates by conducting transactions on the Stock Exchange (SE) after the fund has been listed (for a closed-end fund or real estate investment fund) or as prescribed by law and the fund’s charter (for a private fund).

...

1. The fund management company must arrange the fund certificate trading for investors. Fund certificate trading shall be arranged on a periodical basis.

2. Trading frequency

3. Subscription order

4. Redemption order

5. Switching order (if any)

6. Closing time of order book

7. Methods of settlement

Article 22. Partial redemption and suspension of trading of open-end fund certificates and ETF certificates

Article 23. Exchange of component securities baskets for ETF creation units or vice versa

...

Article 25. Selling and redemption prices

1. Initial offering price

2. The selling price of a fund unit is equal to the NAV per fund unit calculated at the fund certificate trading day minus the redemption fee (if any).

3. The redemption price of a fund unit is equal to the NAV per fund unit calculated at the fund certificate trading day plus the issuance fee (if any).

4. Redemption fee

5. Issuance fee

6. Switching fee

Article 26. Inheritance of fund certificates

1. Fund certificates shall be inherited in conformity with the Law on Inheritance. The fund shall only accept lawful heirs and shall not bear liability for any disputes arisen from the inheritance or heirs.

...

Article 27. Solutions for managing fund’s losses

Chapter IV

GENERAL MEETING OF INVESTORS

Article 28. General Meeting of Investors

1. The General Meeting of Investors is the supreme governing body of the fund. Any investors whose names have been specified in the investor register before the meeting is convened are entitled to attend the General Meeting of Investors.

2. The General Meeting of Investors is convened by the fund management company to make decisions on:

a) Revisions to the fund’s charter;

b) The fundamental changes in the fund’s investment policies and objectives; increase of service fees paid to the fund management company and the supervisory bank; replacement of the fund management company or the supervisory bank;

c) Full or partial division, consolidation, merger or dissolution of the fund; changes in the charter capital of a closed-end fund; changes in the fund’s operating period;

...

dd) Election or dismissal of the chairperson and members of the fund’s representative board; remunerations and operating costs of the fund’s representative board; selection of accredited audit organization to audit the fund’s annual financial statements, and independent valuation firm (if any); ratification of financial statements and annual reports on the fund’s assets and operation;

e) Consideration and handling of violations committed by the fund management company, supervisory bank and the fund’s representative board if they cause damage to the fund;

g) Request for transaction documents or records presented by the fund management company and supervisory bank at the General Meeting of Investors;

h) Other rights and obligations as prescribed by law and this charter.

3. The agenda of the General Meeting of Investors shall be prepared by the fund management company in accordance with regulations on agenda of the General Meeting of Shareholders laid down in the Law on Enterprises. At least 07 days before the General Meeting of Investors, the fund management company must provide the agenda and relevant documents for SSC, and disclose information about the General Meeting of Investors, including reasons and objectives of the meeting.

4. The annual General Meeting of Investors shall be convened within 04 months from the end of the fiscal year. At the request of the fund’s representative board, the time limit for convening the annual General Meeting of Investors may be extended by up to 06 months from the end of the fiscal year and such extension must be notified to SSC. If permitted in the fund’s charter, the annual General Meeting of Investors may be held by carrying out a questionnaire survey.

Article 29. Extraordinary General Meeting of Investors

1. The fund management company shall convene an extraordinary General Meeting of Investors in the following circumstances:

a) The fund management company, or the supervisory bank, or the fund’s representative board deems it necessary for the fund’s interests;

...

c) Other cases prescribed in the fund's charter.

2. The extraordinary General Meeting of Investors shall be convened within 30 days from the receipt of the request for extraordinary General Meeting of Investors.

2. In case the fund management company refuses to convene the General Meeting of Investors as prescribed in Clause 2 of this Article, it shall assume legal responsibility to make compensation for any damage to the fund. If the fund management company continues refusing to convene the General Meeting of Investors as prescribed in Clause 2 of this Article, within 30 following days, the fund’s representative board or supervisory bank shall convene the General Meeting of Investors on behalf of the fund management company according to procedures laid down in this charter.

Article 30. Conditions and procedures for meeting and ratifying decisions of General Meeting of Investors

1. The meeting of the General Meeting of Investors shall be conducted when it is participated by a number of investors representing more than 50% of total votes. Investors may cast their votes directly or through their authorized representatives or as absentees (by mail, fax, email, online meeting, electronic voting or another electronic voting form) as prescribed in this charter.

3. The General Meeting of Investors shall ratify resolutions by voting or questionnaire survey.

4. Resolutions of the General Meeting of Investors on the issues in Points b, c Clause 2 Article 28 of this charter shall be ratified by voting at the meeting. In this case, a resolution shall be ratified when it is voted for by a number of investors representing more than 65% of total votes of all participating investors or a higher ratio as prescribed in the fund’s charter.

5. A decision of the General Meeting of Investors shall be ratified at the meeting when it is voted for by a number of investors representing more than 50% of total votes of all participating investors or a higher ratio as prescribed in the fund’s charter, except the case specified in Clause 4 of this Article.

...

7. In case of questionnaire survey, a decision of the General Meeting of Investors shall be ratified when it is voted for by a number of investors representing more than 50% of total votes of all voting investors or a higher ratio prescribed in the fund’s charter.

8. The fund management company and the fund’s representative board shall ensure that all resolutions of the General Meeting of Investors are conformable with laws and the fund’s charter. If a decision of the General Meeting of Investors is contrary to laws and this charter, investors’ opinions about this case shall be obtained by convening the General Meeting of Investors or questionnaire survey.

Article 31. Objection to decisions of General Meeting of Investors

1. Investors of an open-end fund that object to a decision, which has been ratified by the General Meeting of Investors, on the issue in Point b or c Clause 2 Article 28 of this charter may request the fund management company to redeem their fund certificates or move to other funds of the same type managed by that fund management company. The request must be made in writing and specify the investor’s name and address, quantity of fund units, reasons for redemption or transfer to another fund. The investor’s request shall be sent to the headquarters of the fund management company or the distribution agent within 15 days from the date on which the decision is ratified by the General Meeting of Investors.

2. Within 45 days from the date of announcement of meeting results by the General Meeting of Investors, the fund management company shall complete the redemption or switching of fund certificates for investors 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 according to the NAV per fund certificate on the latest fund certificate trading day after the fund management company receives the investor’s request, and the investor shall not pay redemption or switching fees.

Chapter V

FUND’S REPRESENTATIVE BOARD

Article 32. Fund’s representative board

1. The fund’s representative board is composed of …… members elected by the General Meeting of Investors or voted for by investors by questionnaire survey. Designation or nomination of candidates to the fund’s representative board must comply with the following provisions:

...

b) In case the quantity of candidates is not sufficient, the current fund’s representative board may nominate additional candidates or hold a nomination as prescribed by the fund’s charter. Nomination mechanism or methods for nomination of additional candidates by the current fund’s representative board must be clearly published and ratified by the General Meeting of Investors before the nomination;

c) Procedures for designation or nomination of candidates to the fund’s representative board

( comply with regulations on members of Board of Directors and Board of Directors laid down in the Law on Enterprises and the Law on Securities)

2. At least two thirds of members of the fund’s representative board are independent members according to the following rules:

a) They are neither related persons nor authorized representatives of the fund management company or the supervisory bank;

b) They meet other requirements laid down in the fund’s charter (if any).

3. The fund’s representative board shall have (for a public fund):

a) At least 01 independent member who has professional qualifications and experience in accounting and auditing;

b) At least 01 independent member who has professional qualifications and experience in securities investment analysis or asset management;

...

The representative board of the real estate investment fund that is operating in the form of a closed-end fund must not comply with Point a of this Clause but shall have at least 01 independent member who has professional qualifications and experience in real estate business and valuation.

Article 33. Term of office and eligibility requirements of members of fund’s representative board

1. The term of office of a member of the fund’s representative board shall not exceed 05 years without term limit.

2. Eligibility requirements for members of the fund representative’s board

(comply with regulations on members of Board of Directors and Board of Directors laid down in the Law on Enterprises and the Law on Securities)

3. The following persons shall not be elected as members of the fund’s representative board:

a) Persons specified in regulations on members of Board of Directors and Board of Directors laid down in the Law on Enterprises and the Law on Securities.

b) A person who is a member of more than 05 representative boards of public funds or Boards of Directors of public securities investment companies;

c) Other cases prescribed in the fund's charter.

...

1. Represent the interests of investors; take actions in accordance with regulations of law to protect the interests of investors.

2. Approve the valuation manual which is used for determining the fund's NAV; list of quotation service providers and credit institutions as prescribed in …….of this charter; approve transactions as prescribed in …….of this charter.

3. Decide the levels of profit distributed according to the profit distribution plan specified in the fund’s charter or approved by the General Meeting of Investors; profit distribution time and method.

4. Make decisions on issues which cannot be agreed upon between the fund management company and the supervisory bank in accordance with regulations of law.

5. If permitted in the fund’s charter and authorized by the latest General Meeting of Investors, the fund’s representative board is entitled to make decisions on the issues specified in …… of this charter.

6. Request the fund management company and the supervisory bank to provide adequate and timely documents and information about fund management and supervision activities.

7. Perform other duties as prescribed in the fund's charter.

Article 35. Rights and obligations of members of fund’s representative board

1. Perform rights and obligations of members of the fund’s representative board according to regulations on members of Board of Directors of listed companies laid down in the Law on Enterprises and the Law on Securities, and the fund’s charter.

...

3. Fully participate in meetings of the fund’s representative board and comment of the raised issues.

Article 36. Chairperson of fund’s representative board

1. The General Meeting of Investors shall elect one of independent members of the fund’s representative board as its Chairperson.

2. Chairperson of the fund’s representative board shall have the following rights and obligations:

a) Plan the activities of the fund’s representative board;

b) Draw up agenda and prepare documents for meetings of the fund’s representative board’ convene and chair the meetings;

c) Supervise the implementation of decisions of the fund’s representative board;

d) Perform other rights and obligations prescribed in the fund's charter.

Article 37. Appointment, dismissal and addition of members of fund’s representative board

...

Article 38. Procedures for operation of fund’s representative board

1. In case the Chairperson of the fund’s representative board is absent or unable to perform his/her rights and obligations, he/she shall authorize another member of the fund’s representative board to perform his/her rights and obligations.

2. In case no member is authorized, one of the remaining independent members of the fund’s representative board shall be elected as the interim Chairperson of the fund’s representative board under the rule of unanimity. A new Chairperson of the fund’s representative board shall be elected in the next meeting of the General Meeting of Investors.

Article 39. Meetings of fund’s representative board

1. The meeting of the fund’s representative board shall be held at least every ……. month(s) or at the request of the fund management company.

2. Procedures for conducting the meeting, meeting agenda and relevant documents must be provided for members at least……… day(s).

3. A meeting of the fund’s representative board shall be convened when it is participated by at least two thirds of its members of which more than 50% are independent members. Members who do not directly participate in the meeting may vote by questionnaire survey or in other form as prescribed in the fund’s charter. A decision of the fund’s representative board shall be ratified when it is voted for by the majority of its members and the majority of its independent members.

4. Decisions of the fund’s representative board shall be ratified by voting at the meeting, questionnaire survey or another method specified in the fund’s charter. Each member of the fund’s representative board has one vote.

Article 40. Minutes of meeting of fund’s representative board

...

Chapter VI

FUND MANAGEMENT COMPANY

Article 41. Standards of fund management company

Article 42. Rights and obligations of fund management company

1. Obligations of the fund management company

2. Rights of the fund management company

Article 43. Termination of rights and obligations to fund

1. The fund management company shall terminate its rights and obligations to the fund in the cases specified in this charter and as prescribed by law regulations in force.

2. In the case specified in Clause 1 of this Article, rights and obligations of the fund management company to the fund shall be transferred to another fund management company in accordance with regulations of law in force.

...

Chapter VII

SUPERVISORY BANK

Article 45. Standards of supervisory bank

1. The supervisory bank shall be selected by the fund management company and must satisfy all requirements laid down in Article 116 of the Law on Securities.

2. A supervisory bank must be independent and separate from the fund management company to which its supervision services are provided.

Article 46. Rights and obligations of 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 due to the bank’s mistake;

...

d) Provide services of supervision and depository of assets of the fund as prescribed by relevant laws, the supervision contract and the fund’s charter;

e) Separate assets of the fund from those of the fund management company, those of other funds, those of other clients of the supervisory bank and those of the supervisory bank;

f) Ensure and bear liability for the fund’s assets in case of authorization of a secondary depository institution;

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 directions from the fund management company. The supervisory bank is entitled to refuse such directions if it has reasonable grounds for determining that such directions are unlawful or contrary to the fund’s charter. In case of refusal, a written notice indicating reasons of such refusal must be sent to the fund management company. A copy of the notice shall be sent to SSC;

i) Carry out regular comparison between assets of the fund and those of the fund management company;

k) Make settlement for reasonable and legitimate costs of the fund according to lawful directions of the fund management company, ensuring that such costs are conformable with regulations of 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 prescribed by the law and the fund’s charter. Such settlement shall be made according to lawful directions of the fund management company provided that it must be made in conformity with provisions of the fund’s charter;

m) Keep a separate record of changes in total issued fund certificates, the number of fund certificates owned by each investor, name, contact address, nationality, address, and update any changes.

...

Article 47. Supervision activities of supervisory bank

1. The supervisory bank shall only supervise operations of the fund management company which are relevant to the fund that is the bank’s client. During performance of supervision tasks, the supervisory bank shall:

a) Cooperate with the fund management company to periodically review internal regulations on principles and methods for determination of the fund’s NAV; supervise the determination of NAV; inspect and ensure that the NAV per fund certificate and NAV per creation unit have been calculated correctly and accurately in accordance with regulations of law and the fund’s charter;

b) Supervise investments and transactions in assets of the fund, inspect to ensure that the invested assets and investment portfolio are conformable with regulations on investment limits, loan limits laid down in relevant laws and the fund’s charter; supervise asset transactions between the fund and the fund management company and its related persons to ensure their compliance with regulations of law and the fund’s charter;

c) Supervise the process and results of the merger, consolidation, dissolution and asset liquidation of the fund;

d) Supervise to ensure the legitimacy and that assets of the fund are used to pay costs in accordance with regulations of law and the fund’s charter;

dd) Supervise other operations of the fund management company in managing the fund’s assets as prescribed in Article 116 of the Law on Securities, relevant regulations laid down in the legislative documents providing guidelines for implementation of the Law on Securities and the fund’s charter;

e) Verify reports on NAVs, investments and investment portfolio of the fund, which are prepared by the fund management company.

...

3. When receiving written request from the fund management company, the supervisory bank shall promptly, adequately and accurately provide necessary information to the fund management company and accredited audit organization so that they can fully perform their rights and obligations to the fund in accordance with regulations of law and the fund’s charter.

4. The supervisory bank is entitled to request the fund management company to provide necessary and relevant documents and information, and information about issuers which the securities investment fund or company invest in so that it can fully perform rights and obligations to the securities investment fund or company as prescribed by law. The supervisory bank shall protect the confidentiality of all documents and information provided by the fund management company as prescribed by law.

5. If the fund management company must pay compensation for damage caused to the fund and/or its investors, the supervisory bank shall cooperate with the fund management company to make timely and full payments to the fund and/or its investors according to lawful directions of the fund management company. The supervisory bank shall jointly bear responsibility with the fund management company to pay compensation to the fund or securities investment company for any damage caused by the supervisory bank’s failure to fully and promptly supervise investments, calculation of NAV and other operations of the fund in accordance with regulations of law. The compensation shall be determined according to terms and conditions of the signed contract or agreement between the fund management company and the supervisory bank.

Article 48. Termination of supervisory bank’s rights and obligations to fund

1. The supervisory bank shall terminate its rights and obligations to the fund in the cases specified in this charter and as prescribed by regulations of law in force.

2. In the case specified in Clause 1 of this Article, rights and obligations of the supervisory bank to the fund shall be transferred to another supervisory bank or custodian bank as prescribed by law.

Chapter VIII

RELEVANT SERVICE PROVIDERS

Article 49. Authorized activities (outsourced services)

...

1. Criteria on competence, system, personnel, experience and professionalism.

2. Criteria on organizational structure of the department in charge of providing relevant services of the authorized party, operational procedures, and reporting and report approving system.

Article 51. Responsibilities of relevant service providers

1. Rules for performing authorized activities

2. Scope of operation, functions and duties of authorized parties

3. Requirements regarding documents, records and database

4. The authorized party shall perform authorized works in an effective and prudent manner, and protect confidentiality of all information relating to investors and other partners of the fund management company.

5. The authorized party shall provide the fund management company with independent auditor’s reports on authorized activities to serve the inspection and supervision by the fund management company.

Article 52. Responsibilities of fund management company for authorized activities

...

2. Before entering into service contracts with the authorized party, the fund management company must carry out the due diligence and examine material facilities of such authorized party in order to ensure that it has adequate material facilities, technical solutions, operational process, and experienced and qualified personnel for performing authorized activities.

3. Carry out regular inspections to ensure that authorized activities have been prudently and safely performed in conformity with regulations of law, this charter, and that the quality of services provided by the authorized party is conformable 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 responsibility.

4. Maintain employees with experience, qualification and skills necessary for supervising, identifying and handling risks arisen from authorized activities in an effective way;

5. Establish procedures/systems to ensure that the fund management company, independent auditing organization and competent regulatory authorities are able to access necessary information for supervising the performance of authorized activities, evaluating and managing risks arisen from such activities at any times;

6. The fund management company shall bear the full responsibility for such authorization. The fund management company must ensure the continuity of authorized activities which must not cause any interruption and influence on investors’ investment;

7. Provide relevant information to the authorized party in a sufficient, timely and accurate manner in order that the authorized party can fully and punctually fulfill its rights and obligations within the scope of authorization;

8. Adequately, punctually and accurately keep directions, requests and documents sent to the authorized party for performing authorized activities.

Article 53. Termination of authorization

Chapter IX

...

(for a real estate securities investment fund)

Article 54. Standards of independent valuation firm

Article 55. Rights and obligations of independent valuation firm

Article 56. Valuation activities of independent valuation firm

Chapter X

DISTRIBUTION AGENTS AND NOMINEES

Chapter XI

AUDITING, ACCOUNTING AND REPORTING

Article 57. Standards and replacement of audit company

...

A fiscal year is a 12-month period starting on January 01 and ending on the December 31 of a calendar year. The first fiscal year of the fund shall start from the date on which the Fund obtains the certificate of fund establishment registration from SSC and end on December 31 of the same year.

Article 59. Accounting

The fund shall apply Vietnam’s accounting policies and comply with other regulations on the fund’s accounting promulgated by competent authorities.

Article 60. Financial statements

Article 61. Other reports

Chapter XII

FUND’S NET ASSET VALUE (NAV)

Article 62. Determination of fund’s NAV

1. The fund management company shall formulate the valuation manual which shall be consistently applied during the management of fund’s assets. The fund management company shall determine the fund’s NAV, the NAV per fund certificate and the NAV per ETF creation unit in accordance with regulations of law and the fund’s charter.

...

3. The fund’s NAV must be determined on a periodical basis of…… and publicly disclosed in accordance with regulations of law on disclosure of information on securities market.

Article 63. Rules and criteria for selection and replacement of quotation service providers

Article 64. Rules, procedures and methods for determination of fund’s NAV

Article 65. Compensation to investors and fund (for an open-end fund)

1. The fund management company shall pay compensation to the fund and/or its investors when it has miscalculated the fund’s NAV as follows:

b) The error is at least 0,75% of the NAV of the bond fund;

b) The error is at least 1,00% of the NAV of another fund.

2. If the fund has been undervalued, the compensation paid to the fund and investors shall be determined as follows:

...

3. If the fund has been overvalued, the compensation paid to the fund and investors shall be determined as follows:

a) If an investor has bought fund certificates within the miscalculation period and still holds such fund certificates after this period, the compensation shall be determined according to the error margin and the number of fund units bought and held by that investor;

Chapter XIII

OFFERING OF ADDITIONAL FUND CERTIFICATES, INCREASE/DECREASE OF CHARTER CAPITAL

(for a closed-end fund or private fund)

Article 66. Offering of additional fund certificates, increase/decrease of charter capital

1. The fund may raise its capital by means of calling additional capital from its investors through issuance of call option for fund certificates. The call option may be transferred. If an existing investor fails to exercise the call option for fund certificates, the fund management company is entitled to offer unsold fund certificates to other investors.

2. Offering of fund certificates to raise capital of a closed-end fund must comply with relevant law provisions.

...

4. Decrease of charter capital (for a private fund)

Chapter XIV

ISSUANCE FEES, INCOMES AND OPERATING COSTS

Article 67. Management, depository and supervision fees

Article 68. Fund’s incomes

Article 69. Fund’s operating costs

Article 70. Other costs (including salaries, bonuses and other remunerations paid to members of the fund’s representative board, audit service fees, valuation fees and other costs)

Article 71. Performance bonus and benchmark index (not applicable to open-end funds)

Article 72. Profit distribution

...

RESTRUCTURING AND DISSOLUTION OF FUND

Article 73. Consolidation, merger of funds (applicable to open-end funds and closed-end funds)

1. The consolidation and merger of funds shall be performed in the cases prescribed by the law and approved by the General Meeting of Investors.

2. The consolidation and merger of funds requires an approval from SSC.

Article 74. Full and partial division of an open-end fund

1. Provisions on full and partial division of the fund

2. The full and partial division of the fund requires an approval from SSC.

Article 75. Dissolution of fund

1. Provisions on dissolution of the fund

...

Chapter XVI

SETTLEMENT OF CONFLICTS OF INTEREST

Article 76. Managing conflicts of interest between the fund and other funds, trustors 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 that it manages;

- separate its assets from those of the funds that it manages and trustors; separate assets of funds that it manages from each other.

2. All securities transactions conducted by members of the Board of Directors, members of the Board of Members, President of the fund management company, members of the executive board, 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 relevant laws in force.

3. Establish systems for internal control, risk management and supervision of conflicts of interests within the fund management company.

Chapter XVII

...

Article 77. Information disclosure and provision of information for investors

Article 77. Revisions to fund’s charter

1. Revisions to this charter are subject to decision of the General Meeting of Investors of the securities investment fund. Such revisions to the fund’s charter must be reported to SSC.

2. Where any regulations of law relating operations of the securities investment fund which are not yet referred to in this charter or new regulations of law are contrary to the provisions of this charter, such regulations shall implicitly prevail and govern operations of the securities investment fund.

Article 78. Registration and implementation of fund’s charter

1. This charter consists of ……Chapters and ……Articles which have been approved by the General Meeting of Investors on………(date) that has also ratified the full text of this charter.

2. This Charter is made into……originals of the same legal effect, including……. This charter is enclosed with the following Annexes:

Annex No. 1.1. Commitment of the fund management company

Annex No. 1.2. Commitment of the supervisory bank

...

Annex 1.1

COMMITMENT OF THE FUND MANAGEMENT COMPANY

Fund management company:

License for establishment and operation No. ……... issued by the State Securities Commission of Vietnam (SSC) on..........................(date)

Enterprise registration certificate No……………… issued by………. on……

The fund management company undertakes to fulfill the following commitments to the fund………….:

1. Strictly comply with regulations of law and the fund’s charter during its management of the fund.

2. Manage the fund in an effective, honest and wholehearted manner in conformity with the fund's investment objectives for the best rights and interests of investors.

...

4. Pay service fees to the supervisory bank and other relevant 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 business operation and financial statements of the fund, investor registers and quantity of fund certificates owned by investors;

b. Reports relating to the fund or its assets and investment portfolio;

c. Reports on determination of the fund’s NAV, the NAV per fund unit and the NAV per creation unit;

d. Information relating to management of 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 make investment in securities or assets from which the fund management company shall directly, or its related persons, gain or involve in interests, except for cases permitted by law.

8. Not use its positions in management of the fund for the purpose of directly or indirectly gaining interests for itself or its related persons or causing damage to legitimate interests of investors.

...

10. Provide, free of charge or with reasonable fees, copies of annual reports and other reports of the fund for investors at their request.

11. Provide, free of charge or with reasonable fees, copies of the supervisory bank’s annual reports on evaluation of the fund’s management by the fund management company for investors at their request.

12. Ensure that the information disclosed by the fund management company or its representative is adequate, truthful and accurate without omission of events affecting investors’ rights and interests, those affecting disclosed information, and the information to be disclosed as prescribed by law, and must not cause misunderstanding to investors.

13. Sufficiently provide necessary information for the independent audit organization for fulfilling auditing works in an effective and timely manner.

14. Promptly submit reports to SSC if the record of the fund’s credits/debits of the fund management company does not match that of the supervisory bank.

15. Convene the General Meeting of Investors in accordance with regulations of law.

(GENERAL) DIRECTOR OF FUND MANAGEMENT
COMPANY
(Signature, full name and seal)

...

Annex 1.2

COMMITMENT OF THE SUPERVISORY BANK

Supervisory bank:

License for establishment and operation No:. …. issued by ……………on.......................(date)

Certificate of securities depository registration No.: ……. issued by the State Securities Commission of Vietnam (SSC) on......................... (date)

The supervisory bank undertakes:

1. To strictly comply with regulations of law and the fund’s charter during performance of its supervision activities.

2. To ensure that a fund management company is employed at all times to work for the fund’s interests.

3. To perform duties of the supervisory bank to the fund in a wholehearted, honest and cautious manner.

...

5. To separate assets of the fund from those of the supervisory bank, the fund management company, other funds, and other clients of the supervisory bank.

6. To supervise the fund’s investment portfolio, valuation of the fund’s assets, determination of the fund’s NAV, the NAV per fund certificate and the NAV per creation unit in accordance with regulations of law in force and the fund’s charter.

7. To fulfill supervision duties so that the fund management company cannot misuse its positions to perform activities that directly or indirectly generate interests to the fund management company or its related persons or cause damage to legitimate interests of investors.

8. To ensure that the fund is annually audited by an independent audit company.

AUTHORIZED REPRESENTATIVE OF SUPERVISORY BANK
(signature, full name and seal)

Annex 1.3

...

Fund management company:

License for establishment and operation No. ……... issued by the State Securities Commission of Vietnam (SSC) on..........................(date)

Enterprise registration certificate No.: ...

Supervisory bank:

Establishment and operation license No.: ... issued by…………………………. on……………………..(date)

Certificate of securities depository registration 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.

2. Jointly commit to strictly comply with the law and the fund’s charter during the operation of the fund.

3. Jointly commit to exercise voting rights for issues relating to the ownership of shares/capital contributed by the fund for the benefits of investors in the General Meetings of Shareholders of issuers or Boards of Members of companies to which the fund contributed capital.

...

(GENERAL) DIRECTOR OF FUND MANAGEMENT COMPANY
(Signature, full name and seal)

AUTHORIZED REPRESENTATIVE OF SUPERVISORY BANK
(signature, full name and seal)

APPENDIX XIII

PERSONAL INFORMATION SHEET
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
--------------

...

……[place & date]

PERSONAL INFORMATION SHEET

1. Full name: Nationality:

2. Number of ID card/ citizen identity card/ Passport:

3. Contact address (frequent):

4. Telephone: Fax:………………….; Email:

...

6. Occupation:

7. Process of education and professional training (name of training institution; name of training course; training duration; name of qualification (all qualifications and training programs related to standards/ eligibility requirements for the position or title to be held) are specified)

Period

Training facility

Training major

Training program

Qualification

...

8. Working process (detailed information about jobs and working positions is specified):

Period
(month/year)

Place of work

Working position

In-charge tasks

Position

...

9. Position and tasks in charge at the fund’s representative board/Board of Directors of the securities investment company:

10. Current positions at other organizations:

11. Relatives of the declarant (spouse, father, adoptive father, mother, adoptive mother, children, adopted children, siblings, etc.)

Full name

Relationship

Year of birth

...

Contact address

Occupation, working place

Position

Spouse

...

Father

Mother

...

Children

...

Siblings….

I hereby guarantee the accuracy and truthfulness of the aforesaid contents, and fully assume legal responsibility for such contents.

...

With regard to a member of the fund’s representative board/Board of Directors of the securities investment company

- I fulfill all of eligibility requirements for a member of the fund’s representative board/ a member of the Board of Directors laid down in the fund’s charter/ the charter of the securities investment company and relevant laws;

- I will comply with the fund’s charter/ the charter of the securities investment company and relevant laws;

- I assume the full responsibility for the truthfulness and accuracy of all attached documents.

With regard to an independent member of the fund’s representative board/ an independent member of the Board of Directors of the securities investment company

- I fulfill all of eligibility requirements for an independent member of the fund’s representative board/ the Board of Directors laid down in the fund’s charter/ the charter of the securities investment company and relevant laws;

- I will comply with the fund’s charter/ the charter of the securities investment company and relevant laws;

- I assume the full responsibility for the truthfulness and accuracy of all attached documents.

...

DECLARANT
(Signature and full name)

APPENDIX XIV

ASSET VALUATION METHODS
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

A – Values of assets

No.

Type of asset

Rules for determination of trading price on the market

Cash and cash equivalents, money market instruments

...

Cash (VND)

Cash balance on the day preceding the valuation date.

Foreign currencies

Value exchanged to VND according to the current exchange rate announced by credit institutions that are licensed to trade foreign currencies on the day preceding the valuation date.

Term deposits

Value of deposits, plus accrued interests, up to the day preceding the valuation date.

...

Purchase price, plus accrued interests, up to the day preceding the valuation date.

Non-interest instruments, including: treasury bills, bonds, financial instruments and other non-interest instruments

The quoted price posted on the trading system of the Stock Exchange (SE); in the absence of the quote price, the price shall be determined according to the discounted cash flow based on the bid-winning interest rate or another interest rate designated by the fund’s representative board/Board of Directors of the securities investment company and the time period of holding such instruments.

Bonds

Listed bonds

- The average quoted price posted on the trading system, or otherwise called according to SE’s internal regulations, on the latest trading day before the valuation date, plus accrued interests;

- In case there is no transaction made over a period longer than 15 days prior to the valuation date, one of the following prices shall apply:

...

+ The face value, plus accrued interest; or

+ The price determined by employing the method approved by the fund’s representative board/Board of Directors of the securities investment company.

Unlisted bonds

- The quoted price (if any) posted on the quotation systems, plus coupon interest rate, up to the day preceding the valuation date; or

- The purchase price, plus accrued interest; or

- The face value, plus accrued interest; or

- The price determined by employing the method approved by the fund’s representative board/Board of Directors of the securities investment company.

...

Shares listed on SEs

- The closing price, or otherwise called according to SE’s internal regulations, of the latest trading day before the valuation date;

- In case there is no transaction made over a period longer than 15 days 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 fund’s representative board/Board of Directors of the securities investment company.

Shares of public companies that have been registered for trading on UpCom

...

- In case there is no transaction made over a period longer than 15 days 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 fund’s representative board/Board of Directors of the securities investment company.

10.

Shares 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

...

11.

Shares of issuers that are under dissolution or bankruptcy

One of the following prices shall apply:

- 80% of the liquidation value of such shares determined at the date of preparation of the latest balance sheet before the valuation date; or

- The price determined by employing the method approved by the fund’s representative board/Board of Directors of the securities investment company.

12.

Other shares or stakes

The market price is the mean price of successful transactions conducted on the latest trading day before the valuation date which is provided by quotation service providers. In the absence of quotations, one of the following prices shall apply:

+ Book value; or

...

+ The price determined by employing the method approved by the fund’s representative board/Board of Directors of the securities investment company.

Derivatives

13.

Listed derivatives

The closing price, or otherwise called according to SE’s internal regulations, of the latest trading day before the valuation date.

14.

Listed derivatives of which no transaction is made over a period longer than 15 days prior to the valuation date

The price determined by employing the method approved by the fund’s representative board/Board of Directors of the securities investment company.

Other assets

...

Real estate

The price determined by the valuation firm at the nearest time

16.

Other assets which are permitted for investment

- The market price is the mean price of successful transactions conducted on the latest trading day before the valuation date which is provided by quotation service providers. In the absence of quotations, the price shall be determined according to theoretical model approved by the fund’s representative board/Board of Directors of the securities investment company.

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.

- Liquidation value of a share is equal to the owner’s equity of the issuer divided by total number of outstanding shares.

...

- The date stated in this part of the Appendix is construed as a calendar date.

B- Global exposure from derivative contracts

1. Global exposure refers to the value exchanged to cash in which the fund/securities investment company is liable to perform the contract. The global exposure is determined on the basis of the market value of the underlying asset, settlement risk, market fluctuations and position liquidation period.

2. When calculating the global exposure, the fund management company shall be allowed to apply:

- The netting rules for the same type of underlying securities, for example, the long position of call option on security XYZ shall reduce (offset) the global exposure of the short position of call option on that security XYZ;

- The netting rules for derivative positions and spot position of a security, for example, the long position (held) of security XYZ shall offset (reduce) the global exposure of the short position of call option on that security XYZ;

- Other rules as prescribed in international practices, which must ensure the risk management.

No.

Type of asset

...

Stock options (buying put option, selling put option, selling call option)

The market value of an option position¹ adjusted by the option’s delta = Number of contracts x Quantity of shares on each contract x Current market value of shares x delta value²

Bond options (buying put option, selling put option, selling call option)

The market value of option position³ adjusted by the option’s delta = Number of contracts x Face value x Current market value of bonds x delta value

Index futures contracts

The market value of a futures position = Number of contracts x Value per index point x Current index value

...

Bond futures contracts

The market value of a futures position = Number of contracts x Notional contract value x Market value of cheapest to deliver bond

Other contracts

Employing the model which is jointly selected and agreed by the fund management company and the supervisory bank, and approved by the fund’s representative board/Board of Directors of the securities investment company

__________________

¹ If the fund holds a long position, the market value may be increased by adding the option premium.

² Delta is the first derivative of the value of the option with respect to the underlying security’s price. In simple cases, delta value is 1. In case of complicated options, delta value shall be determined by the fund management company and/or the supervisory bank after obtaining approval from the fund’s representative board.

³ If the fund holds a long position, the market value may be increased by adding the option premium.

...

APPENDIX XV

INVESTOR IDENTIFICATION INFORMATION COLLECTED BEFORE OPENING FUND CERTIFICATE TRADING ACCOUNT
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

A – Contents of investor identification information

Distribution agents can design their own investor identification information forms or apply the form designed by the fund management company or the supervisory bank provided that such a form must, inter alia, include the following information:

a) Investor details:

- If the investor is a Vietnamese citizen: Full name; number of ID card or citizen identity card; contact address; telephone;

- If the investor is a foreigner: Full name; nationality; date of birth; number of Passport or other valid personal identification paper; temporary address in Vietnam (if any); contact address in foreign country within 06 months before entering Vietnam; telephone; securities trading code;

If a trading account is co-owned by multiple investors, details about each investor must be adequately provided as above.

- If the investor is an organization: Full name and abbreviated name; headquarters address; telephone number and fax number; number and date of issue of the establishment license/investment certificate/enterprise registration certificate; establishing authority; business sectors or investment fields; details about the legal representative (same as details about an individual investor mentioned above);

...

b) Beneficiary details:

- If the beneficiary is a Vietnamese citizen: Full name; number of ID card or citizen identity card; contact address; telephone;

- If the beneficiary is a foreigner: Full name; nationality; date of birth; number of Passport or other valid personal identification paper; temporary address in Vietnam (if any); contact address in foreign country within 06 months before entering Vietnam; telephone;

- If the beneficiary is an organization: Full name and abbreviated name; headquarters address; telephone number and fax number; number and date of issue of the establishment license/investment certificate/enterprise registration certificate; establishing authority; business sectors or investment fields; details about the legal representative (same as details about an individual beneficiary mentioned above).

c) Name and signature of the employee in charge of approving the account opening.

B. Investor identification methods

a) Use reliable original documents and data for identifying and verifying the investor identification information, including:

- If the investor is an individual: ID card or citizen identity card or latest exit/entry visa or unexpired Passport or other valid personal identification paper bearing the investor's photo stamped by a competent authority.

- If the investor is an organization: The establishment license or decision, decisions on change of name, partial or full division or merger, enterprise registration certificate, tax registration certificate, audited financial statements; decision on appointment of General Director (Director) and Chief Accountant.

...

- Collect information about the investor from entities (including other distribution agents and supervisory banks) that have maintained or established relationship with the investor, and compare such information with the one provided by the investor;

- The reporting entity may hire or cooperate with other entities to verify the investor identification information.

c) In case of multiple investors concerned, the distribution agent shall apply investor identification methods to each investor;

d) The distribution agent shall, depending on its business natures and based on the level of money-laundering risks associated with each investor, apply other additional investor identification methods.

APPENDIX XXIV

SAMPLE OF REPORT ON CHANGES IN NET ASSET VALUE (NAV)
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

NAME OF THE FUND MANAGEMENT COMPANY
--------------

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
--------------

...

….[place & date]

REPORT

On changes in Net Asset Value (NAV)

To: The State Securities Commission of Vietnam (SSC)

- Name of the fund management company:

- Name of the supervisory bank:

- Name of securities investment fund/ securities investment company:

- Reporting period: from………………to……………………

...

I. For a fund of which NAV is daily calculated

No.

Indicators

Reporting period

Previous period

Net Asset Value (NAV)

...

per fund

1.2

per ETF creation unit

1.3

per fund certificate

...

Foreign investors’ holding ratio (not applicable to listed funds)

2.1

Quantity of fund certificates

...

Total value

2.3

Holding ratio

II. For a fund of which NAV is calculated on another periodical basis/weekly report on changes in NAV

No.

...

Reporting period

Previous period

Net Asset Value (NAV)

Value at the beginning of period

1.1

...

1.2

per ETF creation unit

1.3

per fund certificate/share

...

Value at the end of period

2.1

per fund/securities investment company

2.2

...

2.3

per fund certificate/share

Changes in NAV during the period, including:

...

3.1

Changes due to investments made by the fund/securities investment company during the period

3.2

Changes due to redemption or additional offering of fund certificates during the period

3.3

...

Changes in NAV per fund certificate/share, compared with the previous period

Highest/lowest NAV within the latest 52 weeks

5.1

...

5.2

Lowest NAV

Foreign investors’ holding ratio (not applicable to listed funds)

6.1

...

6.2

Total value

6.3

Holding ratio

...

Market value (the closing price at the end of the trading session in the reporting day) of a fund certificate/a share of the securities investment company (applicable to listed funds/securities investment companies)

Value at the beginning of period

Value at the end of period

...

Changes in the market value during the period, compared with the previous period

Difference between the market value of a fund certificate/a share of the securities investment company and its NAV (applicable to listed funds and securities investment companies)

4.1

Absolute difference *

...

4.2

Relative difference (discount (-)/ premium (+))**

Highest/lowest market value within the latest 52 weeks

5.1

Highest value

...

5.2

Lowest value

Notes: * This difference equals the market value minus (-) NAV at the same time

** This difference equals the difference between the market value and NAV at the same time divided by NAV

AUTHORIZED REPRESENTATIVE OF SUPERVISORY BANK
(signature, full name and seal)

(GENERAL) DIRECTOR OF FUND MANAGEMENT
COMPANY
(Signature, full name and seal)

...

APPENDIX XXV

SAMPLE OF BIANNUAL/ANNUAL REPORT ON MANAGEMENT OPERATIONS OF FUND/SECURITIES INVESTMENT COMPANY
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

NAME OF THE FUND MANAGEMENT COMPANY
--------------

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
--------------

No.:

….[place & date]

REPORT

On management operations of the fund/securities investment company
(6 months/whole year)

...

1. Information about the fund/securities investment company

a) Name and business type of the fund/ securities investment company;

b) Investment objectives of the fund/ securities investment company;

c) Operating period of the fund/ securities investment company (if any);

d) Benchmark portfolio (if any);

e) Profit distribution policies;

f) The number of outstanding fund units/shares of the securities investment company;

g) Changes in the fund’s charter/ charter of the securities investment company in reporting period (if any);

h) Contents of the resolution of the General Meeting of Investors/ General Meeting of Shareholders in the reporting period (if any);

...

2. Reporting on operations of the fund/securities investment company

a) Information about the investment portfolio and the NAV of the fund/securities investment company determined at December 31^st of the latest 3 years (if any). To be specific:

- The investment portfolio of the fund/securities investment company, sorted by business sectors/ fields and product types (stocks, bonds, etc.) (details about the entire portfolio by ticker symbol are not required);

- NAV of the fund/securities investment company;

- NAV per fund unit/per share; number of outstanding fund certificates/shares of the securities investment company;

- The highest/lowest NAV per fund unit/ per share of the securities investment company in the year

- Total profits of the fund/ the securities investment company, including detailed information about profits accrued from the growth in securities price (capital gains) and profits accrued from yields on securities (dividends, coupons, deposit interests, etc.) (income value);

- Distributed profits per fund unit/ per share of the securities investment company (net value and gross value) in the reporting period, including profits distributed in cash or by fund units/shares of the securities investment company; Time of profit distribution; NAV per fund unit/ per share of the securities investment company determined before and after the profit distribution;

- The operating expense ratio of the fund/ the securities investment company and explanations about the operating expense differences of the fund/ the securities investment company (determined at the end of the 2^nd quarter and at the end of the fiscal year);

...

- Information about loans and amounts payable of the securities investment company (if any), repo/reverse repo transactions.

b) Profit indicator of the fund/ the securities investment company:

Average annual profit of the fund/securities investment company earned during the reporting period shall be determined:

(i) For the period of 12 months (01 year), up to the reporting date, (or commencing on the establishment date of the fund/securities investment company and ending on the reporting date if the fund/securities investment company has an operating period less than a year); or

(ii) For the period of 36 months (03 years), up to the reporting date, (or commencing on the establishment date of the fund/securities investment company and ending on the reporting date if the fund/securities investment company has an operating period less than 3 years); or

(iii) For the period of 60 months (05 years), up to the reporting date, (or commencing on the establishment date of the fund/securities investment company and ending on the reporting date if the fund/securities investment company has an operating period less than 05 years);

c) Other comparison criteria which must comply with the following rules:

- Methods and rules for determination of value of assets and profits are consistently applied, publicly announced and audited by another independent organization;

- Data and figures are provided by an independent organization.

...

3. Reporting on management of assets by the fund management company

The report on the management of assets of the fund management company shall include the following contents:

a) Explanations about the replacement of the fund management company (if any);

b) Explanations about the fulfillment of investment objectives by the fund/securities investment company (if the annual report of the fund/securities investment company is submitted);

c) Comparison between the profits earned by the fund/securities investment company and the benchmark portfolio’s profits, underlying indexes specified in the prospectus of the same reporting period (via graph);

d) Comparison between the profits earned by the fund/securities investment company and the benchmark portfolio’s profits, underlying indexes specified in the prospectus in the prospectus for the period of 05 recent years, up to the reporting date (via graph);

e) Description of investment strategies which have been applied by the fund/securities investment company during the reporting period. If the investment strategies applied during the period are different from those specified in the prospectus, explanations about such difference and assessment of advantages and disadvantages of the investment strategies applied during the period shall be provided;

f) Description of the difference between the investment portfolio of the fund/securities investment company at the reporting time and that in the year preceding the reporting year;

g) Analysis on operating results of the fund/securities investment company on the basis of comparison between the NAV per fund unit/share of the securities investment company (after adjustment of the distributed profits, if any) in this reporting period and that in the previous reporting period;

...

i) Information about full/partial division of a fund unit in the period (if any); impacts of such division and NAV per fund unit (after the division);

k) Cases in which rights and benefits of holders of fund certificates/shareholders of the securities investment company are influenced;

l) Information about transactions made with individuals who have related rights and benefits (if any);

m) Other information (if any).

In case of a real estate securities investment company/fund, the following information must be provided:

a) Information about the actual status and operating capacity of the real estate during the period. Information about real estate transactions (buying-selling) during the period;

b) Assessment of the real estate management service provider;

c) Information about valuation of the real estate during the period. Description of difference between the original price and actual value of the real estate after revaluation performed during the period;

4. Reporting on operations of the supervisory bank

...

a) Explanations about the replacement of the supervisory bank (if any);

b) Depositing of assets of the fund/securities investment company;

c) Compliance with investment limits and loan limits as prescribed by law, charter of the fund/securities investment company and prospectus;

d) Determination of NAVs as prescribed by law, charter of the fund/securities investment company and prospectus;

e) Offering of additional fund certificates/shares of the securities investment company and redemption of fund certificates as prescribed by law, charter of the fund/securities investment company and prospectus;

e) Distribution of profits of the fund/securities investment company in conformity with investment objectives of the fund/securities investment company.

If the supervisory bank gives an opinion that the fund management company fails to comply with the law, the charter of the fund/securities investment company and the prospectus with respect to the aforesaid contents, detailed information about such events must be provided, including influences on holders of fund certificates/shareholders of the securities investment company, including former and potential fund certificate holders/shareholders. The supervisory bank should propose remedial measures and solutions for preventing similar circumstances that may occur in the future.

5. Reporting on authorized activities

The fund management company must prepare a report on assessment of quality of services rendered by other entities (authorized parties) such as transfer agent services, fund management services, NAV valuation services, etc. with the following contents:

...

b) Registration of ownership of assets (for a real estate securities investment company);

c) Impacts (if any) of authorized activities on the profits and level of risks incurred the fund/securities investment company;

d) Total costs for performing authorized activities paid to the authorized party (in case the authorized party provides many services for the fund management company);

dd) Assessment of the maintenance of the internal control system, risk management system, information confidentiality, technical facilities, hot stand-by system, disaster recovery system, etc. of the authorized party, which must ensure that the authorized activities will be thoroughly performed, and will not cause adverse influence on investors.

Place of receipt:
- As above;
- …………..
- Kept at:……

(GENERAL) DIRECTOR OF FUND MANAGEMENT
COMPANY
(Signature, full name and seal)

APPENDIX XXVI

...

NAME OF FUND MANAGEMENT COMPANY
--------------

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
--------------

No.: …….

….[place & date]

REPORT

On investment activities
(in month, quarter or year)

To: The State Securities Commission of Vietnam (SSC)

1. Name of the fund/securities investment company;

...

3. Name of the custodian bank/supervisory bank:

4. Reporting date:

A. GENERAL REPORTING ON INVESTMENT ACTIVITIES OF THE FUND/SECURITIES INVESTMENT COMPANY (Unit: VND)

I. Reporting on assets

No.

Assets

Reporting period

Previous period

Ratio (%) compared to figures in the same period of the previous year

...

Cash and cash equivalents

...

Cash in bank

I.2

Investments (in detail)

...

Receivables from leasing of investment property (applicable to the fund that is allowed to invest in real estate)

I.4

Dividend and coupon receivables

...

Interest receivables

I.6

Receivables of real estate proceeds (in detail - applicable to the fund that is allowed to invest in real estate)

...

Securities trading receivables (in detail)

I.8

Other receivables

...

Other assets

I.10

Total assets

...

Liabilities

Reporting period

Previous period

Ratio (%) compared to figures in the same period of the previous year

II.1

Real estate trading payables (in detail)

...

Securities trading payables (in detail)

II.3

Other payables

...

Total liabilities

Net Asset Value (NAV) of the fund/securities investment company (I.10-II.4)

...

Total outstanding fund certificates

NAV per fund certificate/share

...

No.

Indicators

Reporting period

Previous period

Year-to-date accumulation

Income from investment activities

...

Income from rental property (applicable to the fund that is allowed to invest in real estate)

Dividend and interest income from bonds

...

Interest income

Other incomes

...

Expenses

Management fees paid to the fund management company

...

Depository fees and supervision fees paid to the supervisory bank

Fund administration fee, and other fees paid to relevant service providers (if any)

...

Real estate management service fees (applicable to the fund that is allowed to invest in real estate)

Real estate valuation service fees (applicable to the fund that is allowed to invest in real estate)

...

Audit fees paid to the audit organization

Legal consultancy expenses, quotation service fee and other reasonable service fees, and remunerations paid to the fund’s representative board/Board of Directors

...

Expenses on drafting, printing and distribution of prospectus, summary prospectus, financial statements, transaction confirmations, account statements and other documents to investors; information disclosure expenses; expenses on holding General Meeting of Investors/ General Meeting of Shareholders, and meetings of the fund’s representative board/Board of Directors

Expenses associated with execution of asset transactions of the fund/company.

...

Other expenses (in detail)

III

Net income from investment activities (I-II)

...

Gain (loss) from investment activities

Realized gain (loss) from investment in or transfer of real estate

...

Changes in investment values during the period

Changes in Net Asset Value (NAV) due to investment activities during the period (III + IV)

...

Net Asset Value (NAV) at the beginning of period

VII

Changes in NAV of the fund/company during the period, including:

...

Changes in NAV of the fund/securities investment company due to investment activities during the period

Changes in NAV due to payment of dividends/interests to investors/shareholders during the period

...

Changes in NAV due to additional issuance/redemption of fund certificates

VIII

Net Asset Value (NAV) at the end of period

...

Average annual profit (only applicable to annual report)

Average annual rate of return

...

III. Investment portfolio report

No.

Type of asset (in detail)

Quantity

Market price or fair value at reporting date

Total value

Ratio (%) to total value of assets of the fund/company

Real estate investment (applicable to the fund that is allowed to invest in real estate)

...

Total

Shares listed or registered for trading, listed fund certificates

...

Total

III

Shares unlisted or unregistered for trading, unlisted fund certificates

...

Total

Bonds

...

Total

Other securities

...

Total

Other assets

...

Total

VII

Cash

...

Cash and cash equivalents

Cash in bank

...

…

Total

...

VIII

Total value of investment portfolio

...

No.

Description (detailed information according to objective and counterpartner is specified)

Counterpartner

Objective/ Collateral

Term

Loan amount

As at transaction date

As at reporting date

Date

...

Date

Ratio of contract value to NAV of the fund/company (%)

Borrowings (in detail by each contract)

1.1

…

...

…

...

Total value of borrowings/ NAV

...

Repo contract⁴ (in detail by each contract)

2.1

….

...

....

...

Total value of repo contracts/NAV

...

Total borrowings, repo contracts/NAV (=I+II)

Securities lending (in detail by each contract)

...

3.1

...

…

...

III

Total value of contracts/NAV

Reverse Repo contracts⁵ (in detail by each contract)

...

….

...

Total value of contracts/NAV

...

Total loans granted/NAV (=III + IV)

...

V. Other indicators

No.

Indicators

Reporting period

Previous period

Operational performance indicators

...

Ratio (%) of management fee paid to the fund management company to average NAV during the period

Ratio (%) of depository and supervision fees paid to the supervisory bank to average NAV during the period

...

Ratio (%) of audit fees paid to audit organizations (if any) to average NAV during the period

Ratio (%) of real estate management service fees to average NAV during the period

...

Ratio (%) of real estate valuation service fees to average NAV during the period

Ratio (%) of legal consultancy expenses, quotation service fee and other reasonable service fees, and remunerations paid to the fund’s representative board (or Board of Directors) to average NAV during the period

...

Portfolio turnover rate during the period (%)

Ratio of incomes (including interest income, dividends, coupon income and price difference) to NAV (applicable to private funds, closed-end funds and securities investment companies)

...

Other indicators

Scale of the fund/company at the beginning of period

...

Total number of outstanding fund certificates/shares at the beginning of period

Change of scale of the fund/company during the period

...

Number of fund certificates/shares additionally issued during the period

Actual amount of capital raised during the period

Number of fund certificates redeemed during the period

...

Scale of the fund/company at the end of period

Total market value of outstanding fund certificates/shares at the end of period

...

Total number of outstanding fund certificates/shares at the end of period

Fund management company and related persons’ holding of fund certificates/shares at the end of period

Top 10 investors/shareholders' holding of fund certificates/shares at the end of period

...

Foreign investors/shareholders' holding of fund certificates/shares at the end of period

NAV per fund certificate/share at the end of period

...

Market price per fund certificate/share at the end of period (applicable to listed funds)

Number of investors participating in the fund, including those trading via nominee accounts (applicable to open-end funds)

VI. Details of trading service prices

(only applicable to annual reports)

...

Name (code) of securities company (conducting transaction whose value exceeds 5% of total transaction value in the reporting period)

Relationship with fund management company

The fund/company’s trading ratio at each securities company

Average trading service price

Average trading service market price

The fund’s transaction value during the reporting period

Total transaction value during reporting period of the fund/company

Percentage of the fund/company’s transactions conducted via securities company during the reporting period

(1)

...

(3)

(4)

(5)

(6)=(4)/(5)(%)

(7)

(8)

...

…

...

Total

...

VII. Details of transactions made by the real estate investment fund/ real estate securities investment company with related persons

(only applicable to Quarter-II reports and annual reports. In this case, the data closing date of the Quarter-II report shall be the same as that of biannual report)

No.

Information about the related person (the entity’s name is specified)

Number of ID card/citizen identity card/Passport/enterprise registration certificate

Transaction details

Total transaction value
(VND)

Type of transaction asset (in detail)

Execution time/transaction amount (VND)

...

Employees of the fund management company

Nguyen Van A

...

…

Members of Board of Directors/ Board of Members, major shareholders, capital contributor that holds at least 5% of charter capital of the fund management company, or their authorized representatives

...

Nguyen Van B

...

III

Transactions made with the fund management company

...

Supervisory bank

Members of the fund’s representative board/Board of Directors of securities investment company

...

Nguyen Van C

...

Investors holding at least 5% of charter capital of the fund and their authorized representatives

...

VII

Persons whose interests are relevant to the entities specified in Sections I, II, II, IV, V, VII

VIII

Funds/securities investment companies managed by the same fund management company

...

Other cases as prescribed in the fund's charter

...

No.

Information about counterparty of the fund/investment company (the entity’s name is specified)

Number of ID card/citizen identity card/Passport/enterprise registration certificate

Transaction details

Total transaction value

Type of transaction asset (in detail)

Execution time/transaction amount

Real estate transaction of which the buying price exceeds 110% and the selling price is lower than 90% of the reference price provided by the valuation firm within the last 06 months by the trading day

...

Nguyen Van A

Company B

...

…

Real estate transaction of which the transaction value exceeds 10% of total assets of the fund/company after the transaction, or of which the transaction value plus the values of transactions conducted within the last 12 months with the same counterparty exceeds 10% of total assets of the fund/company after the transaction

...

Nguyen Van C

Company D

...

…

III

Other real estate transactions that require the approval from the General Meeting of Investors/the General Meeting of Shareholders, the fund’s representative board/Board of Directors of securities investment company as prescribed in the fund’s charter/company’s charter

...

Nguyen Van E

Company F

...

…

Real estate transactions made with real estate management service providers

...

Real estate transactions made with valuation firms or valuers that have engaged in the valuation of real estate

Other cases as prescribed in the charter of the fund/securities investment company

B. REPORTING ON PROPRIETARY TRADING OF INDIRECT OUTWARD INVESTMENTS OF INVESTMENT FUND/SECURITIES INVESTMENT COMPANY (if any)

- (Only applicable to monthly reports)

I. Implementation of proprietary trading limits of indirect outward investments

No.

Indicators

Value

...

VND (converted)

Proprietary trading limit confirmed by State Bank of Vietnam (SBV)

...

Value of investments made by the end of month

...

III

Value of investments made during the month

...

Remaining investment allowance (IV = I-II)

...

II. Reporting on indirect outward investment assets

No.

Assets

Reporting period

Previous period

Ratio (%) compared to figures in the same period of the previous year

USD

VND

USD

...

I.1

Cash and cash equivalents

Cash

...

Cash in bank

...

Cash equivalents

I.2

...

I.3

Dividends and interests received from bonds

...

I.4

Interest earned

...

Securities trading receivables (in detail)

I.6

Other receivables

...

I.7

Other assets

...

I.8

Total assets

No.

Liabilities

...

Previous period

Ratio (%) compared to figures in the same period of the previous year

USD

VND

USD

VND

II.1

Securities trading payables (in detail)

...

II.2

Other payables

...

II.3

Total liabilities

(The exchange rate shall be determined using actual trading exchange rates available at the trading time)

III. Indirect outward investment income statement

...

Indicators

Reporting period

Previous period

Year-to-date accumulation

USD

VND

USD

VND

...

Dividend and interest income from bonds

...

Interest earned

...

Other income (in detail)

Indirect outward investment expenses

...

Fees for depositing securities abroad

...

Other expenses (in detail)

III

Net income earned from indirect outward investments (I-II)

...

Gain (loss) from indirect outward investments

...

Actual gain (loss) from investments

...

(The exchange rate shall be determined using actual trading exchange rates available at the trading time)

IV. Reporting on indirect outward investment portfolio

No.

Type of asset (in detail)

...

Market price or fair value at reporting date

Total value

Ratio (%) of portfolio to total NAV

USD

VND

USD

VND

Certificates of deposit

...

Total

...

Government bonds

...

Total

...

III

Listed shares

...

Total

...

Listed bonds

...

Total

...

Listed fund certificates

...

Total

Other assets

...

Total

...

VII

Total value of investment portfolio

...

(The exchange rate shall be determined using actual trading exchange rates available at the trading time)

Notes:

- If the securities investment fund or company makes indirect outward investment, the report must bear certification of the foreign depository institution; If securities investment fund or company makes no indirect outward investment, the phrase “no investments” shall be specified in part B.

- Average annual rate of return of the fund/securities investment company equals earnings before tax of such fund/ securities investment company in the year divided by its average NAV in the same year.

- Expense ratio of the fund/securities investment company shall be determined using the following formula:

Expense ratio (%)

...

Total expenses of the fund/securities investment company x100%

Average NAV in the year

In case the fund/securities investment company has an operating period less than a year, the operating expense ratio shall be determined using the following formula:

Expense ratio (%)

Total expenses x 365 x 100%

Average NAV in the reporting period × operating period of the fund/securities investment company (counting from the licensing date)

- Portfolio turnover rate of the fund/securities investment company is determined using the following formula:

Portfolio turnover rate (%)

...

(Total value of buy-in portfolio + total proceeds of sell-out portfolio) x100%

2 x Average NAV in the year

In case the fund/securities investment company has an operating period less than a year, the portfolio turnover rate shall be determined using the following formula:

Portfolio turnover rate (%)

(Total value of buy-in portfolio + total proceeds of sell-out portfolio × 365 x100%

2 x Average NAV in the reporting period × operating period of the fund/securities investment company (counting from the licensing date)

Where: Average NAV in the year of the fund/securities investment company is the sum of its NAVs as at calculation dates divided by the number of NAV calculation days in the year; Total value of buy-in portfolio and total proceeds of sell-out portfolio are total buy-in/sell-out value for investment activities of the fund.

...

(GENERAL) DIRECTOR OF FUND MANAGEMENT
COMPANY
(Signature, full name and seal)

________________

⁴ A securities sale agreement under which the securities investment company as the seller (borrower) agrees to repurchase such securities.

⁵A securities purchase agreement under which the securities investment company as the buyer (lender) agrees to resell such securities.

APPENDIX XXVII

REPORT OF SUPERVISORY BANK
(Enclosed with the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance)

NAME OF SUPERVISORY BANK
-----------

SOCIALIST REPUBLIC OF VIETNAM
Independence – Freedom – Happiness
--------------

...

….[place & date]

REPORT

On supervision of management of funds/securities investment companies
(monthly, quarterly and annual)

To: The State Securities Commission of Vietnam (SSC)

Supervisory bank:

Address:

Number of operating license: …. issuing authority:……………………………. issue date:……………………..

Number of Certificate of securities depository registration: … issued by SSC on………….

...

1. Violations committed by fund management companies under the supervision of the supervisory bank against the provisions of Articles 90, 91 of the Law on Securities, Article…..of Circular No. .... /2020/TT-BTC dated…………. of Minister of Finance providing guidance on operation and management of securities investment funds

Fund management company

License for establishment and operation

Violation

Number of affected funds/securities investment companies

...

2. Fund management companies’ miscalculation of NAVs of the funds/securities investment companies

2.1. Serious errors in NAV calculation as prescribed in Circular No. .... /2020/TT-BTC dated…………. of Minister of Finance providing guidance on operation and management of securities investment funds

Name of fund management company

Name of fund/securities investment company

Difference level

Time of miscalculation of NAV of fund/securities investment company

...

Remedial actions (finished/ unfinished)

Paid to funds/securities investment companies

Paid to investors

...

2.2. Cases of minor errors in NAV calculation in which no compensation is paid to investors

Name of fund management company

...

Difference level

Time of miscalculation of NAV of fund/securities investment company

Remedial actions (finished/ unfinished)

...

3. Violations committed by fund management companies against regulations on investment limits laid down in Article 110 of the Law on Securities, Articles 5, 24 and 35 of Circular No. .... /2020/TT-BTC dated…………. of Minister of Finance providing guidance on operation and management of securities investment funds

Company’s name:

Times of violation:

Number of affected funds/securities investment companies:

Number of managed funds/securities investment companies:

No.

...

Name of the fund/securities investment company

Remedial measures

...

4. Violations committed by fund management companies against regulations on distribution of fund certificates

Company’s name:

Times of violation:

Number of affected funds:

Number of managed funds:

No.

Type of violation

Name of affected fund

Remedial measures

...

5. Violations against other regulations committed by fund management companies and detected by the supervisory bank (if any)

Fund management companies

...

Number of affected funds/securities investment companies

Remedial measures

...

II. Violations committed by supervisory bank

1. Violations against the Law on Securities

Violation

Type of violation

Remedial measures

Article….

...

....

2. Violations against the Circular No. …./2020/TT-BTC dated…………. of Minister of Finance providing guidance on operation and management of securities investment funds

Violation

Type of violation

Remedial measures

Article

...

Article

…

3. Violations against terms and conditions of the supervision contract

Number of supervision contract

...

Type of violation

Number of affected funds/securities investment companies

...

4. Reporting on errors detected during verification of documents/records and assets between the fund management company and supervisory bank

Date of error detection

Name of fund/securities investment company

Error type

...

5. Other violations (if any)

Total violations

Type of violation

Number of affected funds/securities investment companies

...

III. Detailed assessment of management of funds/securities investment companies by the fund management company

1. Assessment of management of funds/securities investment companies.

2. Assessment of calculation of NAVs of funds/securities investment companies.

3. Assessment of offering, issuance and redemption of fund certificates/shares of securities investment companies.

4. Assessment of distribution of profits.

5. Other activities (assessed activities are specified).

IV. Recommendations (if any)

We undertake that all statements herein are adequate, truthful and accurate, and we shall assume the full legal responsibility for such statements./.

...

AUTHORIZED REPRESENTATIVE OF SUPERVISORY BANK
(signature, full name and seal)

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Circular 98/2020/TT-BTC providing guidance operation of securities investment funds

Official number:	98/2020/TT-BTC	Legislation Type:	Circular
Organization:	The Ministry of Finance	Signer:	Huynh Quang Hai
Issued Date:	16/11/2020	Effective Date:	Premium
Gazette dated:	Updating	Gazette number:	Updating
		Effect:	Premium

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Circular No. 98/2020/TT-BTC dated November 16, 2020 on providing guidance on operation and management of securities investment funds

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