DECISION

PROMULGATING THE REGULATION ON ORGANIZATION AND OPERATION OF SECURITIES INVESTMENT FUNDS AND FUND MANAGEMENT COMPANIES

THE FINANCE MINISTER

Pursuant to the Government's Decree No. 144/2003/ND-CP of November 28, 2003 on securities and securities market;
Pursuant to the Government's Decree No. 77/2003/ND-CP of July 1, 2003 defining the functions, tasks, powers and organizational apparatus of the Finance Ministry;
At the proposal of the chairman of the State Securities Commission,

DECIDES:

Article 1.- To promulgate herewith the Regulation on organization and operation of securities investment funds and fund management companies.

Article 2.- This Decision takes effect 15 days after its publication in the Official Gazette.

Article 3.- The chairman of the State Securities Commission, fund management companies and concerned parties shall have to implement this Decision.

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FOR THE FINANCE MINISTER
VICE MINISTER




Le Thi Bang Tam

REGULATION

ON ORGANIZATION AND OPERATION OF SECURITIES INVESTMENT FUNDS AND FUND MANAGEMENT COMPANIES

(Promulgated together with the Finance Minister's Decision No. 73/2004/QD-BTC of September 3, 2004)

Chapter I

GENERAL PROVISIONS

Article 1.- Scope of regulation

This Regulation provides for the organization and operation of fund management companies, supervisory banks, capital mobilization, establishment and operation of securities investment funds (hereinafter called funds for short), and operation of organizations providing services for securities investment funds on the territory of the Socialist Republic of Vietnam.

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In this Regulation, the following terms are construed as follows:

1. Charter capital of a fund means the capital in cash actually contributed by all investors and inscribed in the fund's charter.

2. Fund units mean a fund's charter capital divided into many equal parts.

3. Securities investment fund certificates (hereinafter called fund certificates for short) mean a kind of securities in the form of certificate or book entry issued by a fund management company on behalf of a public fund, certifying the investors' lawful ownership over one or more than one fund unit of the public fund. Fund certificates have a uniform par value of VND 10,000.

4. Public fund means a fund issuing fund certificates to the public.

5. Member fund means a fund which is established with the capital contributed by a maximum of 49 capital-contributing members and does not issue fund certificates to the public.

6. Investor means a domestic or foreign individual or organization investing in a fund.

7. Capital-contributing member means an investor contributing capital to a member fund.

8. Net asset value of a fund means the total value of a fund's assets minus its total liabilities at the time of calculation.

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PUBLIC FUNDS

Article 3.- Conditions for issuance of fund certificates to the public

1. The issuance of fund certificates to the public must be licensed by the State Securities Commission.

2. Total value of fund certificates applied for issuance licensing must be at least VND 5 billion.

3. There is a plan on the investment of capital acquired from the fund certificate issuance drive in accordance with current law provisions.

Article 4.- Dossiers of application for licenses for issuance of fund certificates to the public

A dossier of application for a license for issuance of fund certificates to the public consists of:

1. An application for a license for issuance of fund certificates to the public (made according to a set form);

2. The public fund's draft charter (made according to a set form);

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4. The fund asset supervision contract between the fund management company and the supervisory bank, which has been agreed upon in principle by the two parties;

5. The founding members' commitments not to transfer their fund certificates for 2 years as from the date of their issuance.

Article 5.- Licensing of issuance of fund certificates to the public

1. Dossiers of application for licenses for issuance of fund certificates to the public shall each be made in 2 sets (1 original set and 1 copy set) and sent to the State Securities Commission.

2. Dossiers may be amended and/or supplemented when the fund management companies find it so necessary or the State Securities Commission so requests. Written amendments and/or supplements must contain the signatures of the persons who have signed the issuance registration dossiers sent to the State Securities Commission or those who have the same titles of such persons.

3. Within 30 working days as from the date of receiving complete and valid dossiers, the State Securities Commission shall grant licenses for issuance of fund certificates to the public. In case of refusal, the State Securities Commission shall clearly explain the reasons therefor in writing.

Article 6.- Pre-issuance information and issuance publicization

1. Pending the consideration by the State Securities Commission of dossiers of application for licenses for issuance of fund certificates to the public, fund management companies, issuance-underwriting organizations and related subjects must not advertise, offer and distribute fund certificates to the public in any form. Documents used for market surveys must not contain information different from the principal contents of the prospectuses already sent to the State Securities Commission.

2. Within 5 working days as from the date the State Securities Commission grants licenses for issuance of fund certificates to the public, the fund management companies must publicize the issuance on one (1) central newspaper or one (1) local newspaper of the locality where they are headquartered, with the contents prescribed in the issuance notice form.

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Article 7.- Distribution of fund certificates

1. Fund management companies, distributing organizations and issuance-underwriting organizations must not distribute fund certificates before publicizing the issuance and supplying the prospectuses, the funds' draft charters and other relevant documents to investors.

2. Fund management companies and concerned organizations must distribute fund certificates in a fair manner and ensure that the time limit for investors to subscribe for fund certificates is at least 15 working days as from the date the licenses for issuance of fund certificates to the public become valid. The principles and priority mechanism applicable to the registration for the purchase and distribution of investment fund certificates must be clearly notified to investors in the prospectuses.

3. Fund management companies or distributing organizations must complete the fund certificates distribution drive within 90 days as from the date the licenses for issuance of fund certificates to the public become valid. Past that time limit, if there remain fund certificates unsold and the fund management companies wish to continue distributing them, they must send written requests to the State Securities Commission for extension of their licenses for issuance of fund certificates to the public, clearly stating the reason therefor and plans on the distribution of the remaining fund certificates.

4. The amounts paid for the purchase of fund certificates must be transferred into the blockaded accounts opened at the supervisory banks till the distribution drives are completed.

5. Where investors suffer from damage because information in the prospectuses and other issuance documents is wrong or untruthful, fund management companies which have compiled the dossiers of application for issuance licenses shall be handled according to law provisions.

6. Fund management companies and supervisory banks shall open and keep book of registration of investors that hold fund certificates as from the time the distribution drives complete. Such an investors registration book contains the following principal contents:

a/ The fund's name;

b/ The fund management company's name, its license's serial number and its head office's address;

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d/ Total number of fund units the fund is entitled to offer;

e/ Total number of units already sold and the value of capital already contributed;

f/ The investors' names and addresses, the number of fund units held by each investor and its ratio to the fund's charter capital, the date of ownership registration.

Article 8.- Suspension of issuance and withdrawal of licenses for issuance of fund certificates to the public

The suspension of issuance and withdrawal of licenses for issuance of fund certificates to the public shall comply with the provisions of Articles 79 and 80 of the Government's Decree No. 144/2003/ND-CP of November 28, 2003 on securities and securities market (Decree No. 144/2003/ND-CP).

Article 9.- Reporting on the results of issuance drives

Within 10 working days after an issuance drive completes, fund management companies must make public and report to the State Securities Commission on the result of such issuance drive. The report sent to the State Securities Commission shall contain the total mobilized capital of the public fund and the list of investors with the supervisory bank's certification, clearly specifying each investor's contributed capital value, number of fund units and ownership ratio.

Article 10.- Procedures to register the establishment of public funds and listing of fund certificates

1. Within 30 working days as from the first meeting of the investors' congress following the completion of the drive of issuance of fund certificates to the public, the fund management companies shall send to the State Securities Commission dossiers of registration for the establishment of public funds and listing of fund certificates, each consisting of:

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b/ The prospectus;

c/ The fund's charter and the supervision contract already adopted by the investors' congress;

d/ The list and resumes of members of the fund's representative board; written commitments of the representative board's independent members on their independence from the fund management company;

e/ The founding members' and the fund's representative board members' commitments not to transfer their fund certificates for 2 years as from the date of listing;

f/ The minutes of, and other documents related to, the meeting of the investors' congress.

2. Fund management companies must be responsible for the validity and accuracy of dossiers. If detecting that the dossiers already submitted to the State Securities Commission are incomplete, contain inaccurate information or newly arising events affect the contents of the submitted dossiers, fund management companies must report such to the State Securities Commission for timely amendments and/or supplements to the dossiers of registration for the establishment of public funds and listing of fund certificates.

3. Within 30 days as from the date of receiving complete and valid dossiers prescribed in Clause 1 of this Article, the State Securities Commission shall grant certificates of registration for the establishment of public funds and listing of fund certificates. In case of refusal, the State Securities Commission shall clearly explain the reasons therefor in writing.

Article 11.- Incomes, expenditures and distribution of incomes of public funds

1. A public fund shall have the following incomes:

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b/ Bond interests;

c/ Deposit interests;

d/ Purchase-sale margins from the fund's investment activities;

e/ Other incomes.

2. A public fund's expenditures which must be specified in its charter include:

a/ Fund management charges and bonuses (if any) paid to the fund management company;

b/ Charges paid to fund asset supervision and preservation services provided by the supervisory bank;

c/ Charges and fees payable by the fund according to law provisions;

d/ Arising expenses related to the fund's loans in compliance with the fund's charter and law provisions;

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f/ Expenses related to the hiring of independent organizations to provide fund asset valuation and evaluation as well as legal consultancy services in order to protect investors' interests;

g/ Expenses related to the organization and convention of annual meetings of the investors' congress and the fund's representative board;

h/ Other expenses as prescribed in the fund's charter.

3. The distribution of public funds' incomes must comply with the following provisions:

a/ The remainder of a public fund's incomes after subtracting its expenses shall be distributed to investors on the principle: only investors who have their names inscribed on the investors' list made on the last registration day may receive distributed incomes.

b/ The process and procedures for distribution of public funds' incomes to investors shall comply with the law provisions on securities registration, custody, clearing and payment.

Article 12.- Valuation of funds' net assets

1. The valuation of funds' net assets must abide by the following principles:

a/ For listed securities, their prices shall be determined to be the closing prices of the transaction date preceding the valuation date according to regulations.

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c/ For the funds' other assets, such as dividends, received interests, cash, their value shall be calculated according to their actual value at the time of valuation.

d/ A fund's total liabilities are its debts or payment obligations calculated up to the time of valuation.

2. The value of a fund unit shall be the fund's net asset value divided by the total number of fund units currently in circulation.

3. A public fund's net asset value must be determined once a week and publicly notified to investors on the subsequent working day.

Article 13.- Restrictions on public funds' investment

1. Public funds' capital and assets shall be only invested in securities or other assets in compliance with their charters and law provisions. The investment of public funds' capital and assets must strictly abide by the following restrictions:

a/ A public fund must not contribute capital or invest in its own fund certificates or those of another fund;

b/ A public fund must not invest in over 15% of the total value of an issuing organization's securities currently in circulation;

c/ A public fund must not invest over 20% of the total value of its assets in an issuing organization's securities currently in circulation;

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e/ A public fund must not invest over 30% of the total value of its assets in companies of the same conglomerate or in a group of companies with mutual ownership relations;

f/ Public funds' capital and assets must not be used for providing or underwriting any loans; it is forbidden to borrow capital for financing public funds' activities, excluding short-term borrowings for covering necessary expenses of public funds. The total value of a public fund's borrowings must not exceed 1% of its net asset value at any time. The maximum borrowing duration is 30 days;

g/ Public funds are not restricted to invest in assorted government bonds.

2. A public fund's investment structure may vary but must not exceed by 10% of the investment restrictions prescribed in Clause 1 of this Article and such variations must result from the increase or decrease of the market value of invested assets and lawful payments of the public fund. In this case, the fund management company must not invest the fund's capital and assets in the assets currently experiencing such variations and must, within 3 months as from the date such variations occur, take remedial measures. The fund management company must report to the State Securities Commission and disclose information to investors on the causes of such variations, remedial measures already taken and the remedy results.

Article 14.- Public funds' asset transactions with involved persons of fund management companies

1. General directors, deputy general directors (directors, deputy directors), members of managing boards of fund management companies, fund managers as well as involved persons are not allowed to purchase public funds' assets for their companies or for themselves or sell their assets to public funds.

2. Except for the case prescribed in Clause 1 of this Article, all asset transactions of public funds, which are participated in any form by fund management companies or involved persons of fund management companies must strictly comply with the following provisions:

a/ Transacted assets must not be immovables;

b/ Transactions must be approved by the supervisory banks and all independent members of the funds' representative boards.

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Article 15.- Dissolution of funds

1. The dissolution of a fund shall be effected in the following cases:

a/ The fund completes its operation duration inscribed in its charter;

b/ The investors' congress decides to dissolve the fund before the end of its operation duration inscribed in the fund's charter.

2. In the cases prescribed in Clause 1 of this Article, fund management companies and supervisory banks shall have to complete the liquidation of the funds' assets and return them to investors.

3. At least 3 months before the date the funds are dissolved, their representative boards must convene the investors' congresses and submit the fund dissolution plans to the investors' congresses for decision. The fund dissolution plans must be approved by the State Securities Commission.

4. Proceeds from the liquidation of the funds' assets and assets left in the dissolution process shall be paid in the following priority order:

a/ Fulfilling financial obligations towards the State (if any);

b/ Paying dissolution expenses and the funds' debts; amounts payable to the fund manage-ment companies and supervisory banks;

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d/ The remainder (if any) after the above-said obligations are fulfilled shall be paid to investors in proportion to each investor's ownership ratio in the funds.

Article 16.- Rights and obligations of investors

1. To observe the funds' charters; to abide by resolutions of the investors' congresses.

2. To fully pay for the purchase of fund certificates and be responsible for the public funds' debts and other asset obligations within their contributed capital.

3. To enjoy benefits from the public funds' investment activities corresponding to the ratio of their capital contributed to the public funds.

4. To exercise their rights and fulfill their obligations through the investors' congresses according to the provisions of the funds' charters.

5. To transfer fund certificates according to law provisions; not to request the fund management companies and supervisory banks to redeem fund certificates on behalf of the public funds, unless otherwise prescribed by law.

Article 17.- Investors' congresses

1. The first investors' congress held upon the establishment of a public fund shall be convened by the fund management company and supervisory bank.

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3. Extraordinary investors' congresses shall be convened by the funds' representative boards or supervisory banks in the following cases:

a/ There are important changes in the investment environment and the investment situation of public funds and matters prescribed in Article 18 of this Regulation must be decided;

b/ The fund management companies or supervisory banks go bankrupt, are suspended from operation or seriously violate the funds' charters;

c/ Where the funds' representative boards or the supervisory banks receive requests of investors or investors' groups representing at least 10% of the funds' charter capital for six months in a row;

d/ Other cases prescribed in the funds' charters.

4. Where the funds' representative boards or the supervisory banks do not convene meetings according to the provisions of Point c, Clause 3 of this Article, investors or investors' groups representing at least 10% of the funds' charter capital for 6 months in a row may convene meetings of the investors' congresses.

5. The convention of meetings of the investors' congresses under the provisions of Clauses 3 and 4 of this Article must be effected within 30 days as from the date such circumstances happen. At least 10 working days before the meetings of the investors' congresses take place, the convening party must publicly notify investors of the convention of such meetings.

Article 18.- Rights of investors' congresses

The investors' congresses have the rights:

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2. To elect and relieve from duty members or presidents of the funds' representative boards.

3. To decide on remunerations and operational expenses of the funds' representative boards.

4. To examine and handle violations committed by the funds' representative boards, fund management companies, supervisory banks and concerned organizations, which cause damage to the public funds.

5. To adopt decisions on amendments and supplements to the funds' charters, the listing of fund certificates.

6. To change the profit distribution policy.

7. To change important undertakings, strategies and investment objectives of the public funds, and to dissolve the public funds.

8. To change the rates of charges paid to the fund management companies and supervisory banks.

9. To request the fund management companies and supervisory banks to present transaction records and documents at the investors' congresses.

10. To adopt annual reports on the financial status, assets and operation of the public funds.

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12. To change the fund management companies and supervisory banks.

13. Other rights and tasks prescribed in the funds' charters.

Article 19.- Conditions and procedures for conducting meetings of investors' congresses

1. Meetings of investors' congresses shall be conducted when the participating investors represent at least 65% of the funds' charter capital.

2. Where the first meeting cannot be conducted because it does not satisfy the condition prescribed in Clause 1 of this Article, the second meeting may be convened within 30 days after the expected opening date of the first meeting. The second meeting of the investors' congress shall be conducted when the participating investors represent at least 51% of the fund's charter capital.

3. Where the second meeting cannot be conducted because it does not satisfy the condition prescribed in Clause 2 of this Article, the third meeting may be convened within 15 working days after the expected opening date of the second meeting. In this case, the meeting of the investors' congress shall be conducted regardless of the number of participating investors.

4. The procedures for conducting meetings of the investors' congresses and the voting form shall be prescribed in the funds' charters.

Article 20.- Adoption of decisions of investors' congresses

1. The investors' congresses shall adopt decisions falling under their jurisdiction by voting at the meetings or soliciting written opinions. Persons with interests and obligations related to matters to be voted must not participate in voting.

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a/ They are approved by investors representing at least 51% of the total number of votes cast by all participating investors;

b/ For decisions on amendments and supplements to the funds' charters, on the public funds' dissolution, they must be approved by investors representing at least 65% of the total number of votes cast by all participating investors.

3. In case of adoption of decisions in the form of soliciting written opinions, decisions of the investors' congresses shall be adopted if they are approved by investors representing at least 51% of the total number of votes cast by all investors of the public funds.

4. The funds' representative boards, the fund management companies and supervisory banks shall have to abide by the resolutions of the investors' congresses.

Article 21.- Reports on investors' congresses

1. The convention and tentative contents of meetings of the investors' congresses must be publicly notified to investors and reported to the State Securities Commission at least 10 working days before the congresses take place.

2. The State Securities Commission may request changes in the meetings' contents if such contents are contrary to law provisions or may seriously harm investors' interests.

3. Within 10 working days after the end of the meetings of the investors' congresses, the funds' representative boards shall have to make and send the minutes and resolutions of the congresses to the State Securities Commission.

Article 22.- Funds' representative boards

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a/ To supervise activities of the fund management companies, supervisory banks and organizations providing services for the public funds in accordance with the funds' charters;

b/ To examine and supervise the implementation of the process and methods of valuating the public funds' net assets;

c/ To approve the public funds' transactions of involved persons of the fund management companies and supervisory banks in accordance with the provisions of Article 14 of this Regulation and the provisions of the funds' charters;

d/ To propose investment policies and objectives of the public funds;

e/ To prose the levels of profits distributed to investors; adopt the profit distribution time limit and procedures;

f/ To propose the change of fund management companies or supervisory banks;

g/ Other rights and tasks prescribed in the funds' charters.

2. Decisions of the funds' representative boards shall be adopted by voting at meetings, soliciting written opinions or in other form prescribed in the funds' charters. Each member of the funds' representative boards shall have a vote.

3. The funds' representative boards shall have each at least 3 members and at most 11 members, of whom at least 60% are other than involved persons of the fund management companies and supervisory banks (hereinafter called independent members for short).

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5. The funds' representative board members must commit not to transfer fund certificates they own for 2 years as from the date of their issuance. Past this time limit, the transfer of fund certificates of the funds' representative board members must be publicly notified to investors.

Article 23.- Meetings of funds' representative boards

1. The presidents of the funds' representative boards may convene meetings of the funds' representative boards. The funds' representative boards must meet at least once every quarter and may meet extraordinarily in case of necessity.

2. Meetings of the funds' representative boards shall be conducted when they are attended by two thirds or more of the total number of members. Decisions of the funds' representative boards shall be adopted if they are approved by a majority of participating members. Where the numbers of votes for and votes against are equal, the final decision shall belong to the side sharing the opinion of the president of the fund's representative board.

3. Meetings of the funds' representative boards must be fully recorded in minutes. The meetings' chairmen and secretaries must bear joint responsibility for the accuracy and truthfulness of the minutes of the meetings of the funds' representative boards.

Article 24.- Presidents of funds' representative boards

1. The investors' congresses shall elect presidents of the funds' representative boards among the representative boards' members. Presidents of the funds' representative boards must be independent members.

2. Presidents of the funds' representative boards have the following powers and duties:

a/ To formulate the activity programs and plans of the funds' representative boards;

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c/ To oversee the process of implementation of decisions of the funds' representative boards;

d/ Other powers and duties prescribed in the funds' charters.

2. Where the presidents of the funds' representative boards are absent or lose their capacity to perform their assigned duties, the funds' representative boards' members authorized by the presidents of the funds' representative boards shall perform the powers and duties of the latter. In case where no members are authorized, other members of the fund's representative board shall select on the consensus principle one among the independent members to temporarily hold the post of the fund's representative board president. The re-election of the funds' representative board presidents shall be effected at the nearest annual meetings of the investors' congresses.

Chapter III

MEMBER FUNDS

Article 25.- Establishment of member funds

1. Member funds are established by capital-contributing members according to the provisions of Decree No. 144/2003/ND-CP and trusted to fund management companies for management. A member fund shall have the minimum charter capital of VND 5 billion.

2. In the process of establishing member funds, organizations and individuals participating in the establishment of member funds as well as fund management companies must not use the mass media for advertising, calling for capital contribution and probing the market in any form.

3. The establishment of member funds must be registered with the State Securities Commission.

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1. Capital-contributing members must always satisfy the following conditions:

a/ Investing at least VND 3 billion, for member organizations;

b/ Investing at least VND 1 billion, for member individuals.

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

a/ To observe the funds' charters; abide by resolutions of the members' congresses;

b/ To fully pay for the purchase of fund certificates and be responsible for debts and other asset obligations of the member funds within the limit of their contributed capital amount;

c/ To enjoy benefits from the member funds' investment activities corresponding to the ratio of their capital contributed to the member funds.

d/ To exercise their rights and fulfill their obligations through the members' congresses according to the provisions of the funds' charters.

e/ To transfer their contributed capital amounts in the member funds according to law provisions; not to request the fund management companies or supervisory banks to redeem the contributed capital amounts on behalf of the member funds.

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a/ To elect the congresses' chairmen;

b/ To decide to set up or not to set up the funds' representative boards; to decide to elect or relieve from duty the presidents and members of the funds' representative boards (if any); to decide on remunerations and operation expenses of the representative boards;

c/ To decide to select supervisory banks;

d/ To examine and handle violations committed by fund management companies, supervisory banks and concerned service-providing organizations, which cause damage to the funds;

e/ To adopt decisions on amendments and supplements to the funds' charters, supervision contracts;

f/ To change the profit distribution policy;

g/ To change important undertakings, strategies and investment objectives of the funds, and to dissolve the funds;

h/ To change the rates of charges paid to fund management companies and supervisory banks;

i/ To request fund management companies and supervisory banks to submit transaction records and documents;

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k/ To adopt, amend and supplement the fund asset supervision contracts;

l/ To change fund management companies and supervisory banks;

m/ Other rights and tasks prescribed in the funds' charters.

4. Where a member fund has only one capital-contributing member, it shall not have the members' congress; the sole member of the fund shall have the rights prescribed in Clauses d, e, f, g, h, i, j, k, l and m, Clause 3 of this Article.

5. The member funds' capital-contributing members may transfer their contributed capital to investors that satisfy the conditions prescribed at Points a and b, Clause 1 of this Article.

Article 27.- Member fund establishment registration procedures and dossiers

1. A member fund establishment registration dossier consists of:

a/ An application for member fund establishment registration (made according to a set form);

b/ The member fund's charter (made according to a set form);

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d/ The minutes on the capital contribution agreement and the list of capital-contributing members.

3. Fund management companies must be responsible for the validity and accuracy of dossiers. If detecting that the dossiers already submitted to the State Securities Commission are incomplete, contain inaccurate information or that newly occurring events affect the contents of the submitted dossiers, fund management companies must report such to the State Securities Commission for making timely amendments and supplements to the member fund establishment registration dossiers.

4. Within 30 days as from the date of receiving complete and valid dossiers prescribed in Clause 1 of this Article, the State Securities Commission shall grant the member fund establishment registration certificates. In case of refusal, the State Securities Commission shall clearly explain the reasons therefor in writing.

5. After being granted the member fund establishment registration certificates, the fund management companies and supervisory banks must open and keep books of registration of the member fund members' ownership of contributed capital portions and all information on the transfer of contributed capital.

Article 28.- Member funds' investment activities

1. Member funds must ensure that at least 60% of their asset value is invested in securities.

2. Member funds shall not be subject to the investment restrictions imposed on public funds prescribed in this Regulation, unless otherwise prescribed by their charters.

Article 29.- Regime of reporting and information supply

1. Fund management companies must notify individuals and organizations wishing to contribute capital to the member funds of the following content:

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The fact that the State Securities Commission grants the member fund establishment registration certificates only means that the establishment of the member funds has complied with relevant law provisions, but does not imply assurance of the funds' objectives, strategy, risk level and profitability."

2. Fund management companies are obliged to supply the funds' capital-contributing members the reports prescribed at Point a, Clause 1, Article 55 of this Regulation.

3. Fund management companies shall not have to comply with the obligations to disclose information to the public towards member funds.

Article 30.- Other provisions on member funds

1. Assorted charges and expenses related to the securities investment funds' investment activities must comply with law provisions. The funds' charters must fully specify fund management charge rates, annual maximum bonus payable to fund management companies; annual maximum charges payable to supervisory banks must comply with law provisions.

2. The member funds' net asset value may be determined periodically according to the provisions of the funds' charters, serving as a basis for calculating assorted charges in other cases prescribed in the member funds' charters. The valuation of the funds' net assets must abide by the principles prescribed in Article 12 of this Regulation.

3. The cost accounting and distribution of member funds' incomes and expenses must comply with the provisions of Clause 1, Clause 2, Point a of Clause 3, Article 11 of this Regulation.

4. At least 30 days before the date of distribution of member funds' incomes, supervisory banks must make the lists of capital-contributing members entitled to receive distributed incomes, determine the level of distributed income for each fund unit or each contributed capital portion, the income payment time limit and form. Income distribution notices must be sent to all capital-contributing members at least 15 working days before incomes are distributed. Such a notice must clearly state the fund's name, the name and address of the capital-contributing member, his/her/its number of fund units or capital portion, the level of distributed income and total value of distributed income such member is entitled to receive, the date and mode of payment of the distributed income.

5. The dissolution of member funds shall comply with the provisions of Article 15 of this Regulation.

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Chapter IV

FUND MANAGEMENT COMPANIES

Article 31.- Principles for fund management licensing

1. Fund management companies may be licensed to perform one or more of the following services:

a/ To establish and manage public funds;

b/ To establish and manage member funds.

2. The establishment of fund management joint-venture companies must be licensed by the State Securities Commission after it is approved by the Finance Ministry. These licenses shall be also valid as business registration certificates. Foreign securities trading organizations contributing capital to the establishment of fund management joint-venture companies must be organizations licensed to carry out fund management activities according to foreign laws (hereinafter called foreign fund management companies for short).

Article 32.- Conditions for fund management licensing

The conditions for fund management licensing shall comply with the provisions of Article 83 of Decree No. 144/2003/ND-CP.

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1. Dossiers of application for fund management licenses for fund management companies with 100% domestic capital shall each consist of:

a/ An application for a fund management license (made according to a set form);

b/ The company's charter;

c/ The business plan for the first three years;

d/ The minutes on the capital contribution by founding shareholders for joint-stock companies, by founding members for limited liability companies with two or more members or the owners' capital assignment decision for one-member limited liability companies;

e/ Valid copies of the establishment licenses or business registration certificates of the legal persons contributing capital to or establishing the fund management company;

f/ The financial statements of the latest 2 years of the parties that are legal persons contributing over 10% of the fund management company's charter capital;

g/ A written description of material and technical foundations and means serving fund management activities (made according to a set form);

h/ Resumes of the Managing Board members, the Members' Council members, the company president (made according to a set form);

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2. Dossiers of application for fund management licenses for fund management joint-venture companies shall each consist of documents stated at Points a, b, c, e, f, g, h and i, Clause 1 of this Article and the following documents:

a/ Documents evidencing that the foreign party to the joint venture is licensed to carry out fund management activities in its country and a summary of the publicized investment activities and results of the funds managed by the foreign party;

b/ Valid copies of the charters of the joint-venture parties;

c/ The joint-venture contract.

3. In the dossiers of application for fund management licenses for fund management joint-venture companies, the papers must be copies lawfully certified by competent authorities of the places where the foreign parties are headquartered and enclosed with their Vietnamese translations already notarized by Vietnamese public notaries.

4. Dossiers of application for fund management licenses sent to the State Securities Commission shall each be made in 1 original set and 2 copy sets.

Article 34.- Fund management licensing procedures

1. The time limit for grant of fund management licenses is 60 days at most, counting from the date the State Securities Commission receives valid dossiers. In case of refusal to grant licenses, the State Securities Commission must clearly explain the reasons therefor in writing.

2. After receiving the State Securities Commission's written approvals in principle of the grant of fund management licenses, the applying organizations must transfer the whole charter capital into the blockaded accounts at the banks designated for payment. This sum of money shall be released only after the companies are officially granted the fund management licenses.

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4. The State Securities Commission shall officially grant the fund management licenses after the applying organizations complete business registration procedures prescribed by law for fund management companies with 100% domestic capital or after the applying organizations complete the capital blockading procedures prescribed in Clause 2 of this Article for the establishment of fund management joint-venture companies.

Article 35.- Change, addition of types of services of fund management companies

1. The licensed fund management companies which wish to change and/or add types of services must fill in the procedures of application for change and/or addition of their fund management licenses.

2. A dossier of application for change or addition of types of services for a fund management company consists of:

a/ An application for change or addition of types of services for the fund management company (made according to a set form);

b/ The resolution of the shareholders' congress or the decision of the Managing Board for joint-stock companies or the decision of the company owner for State-owned one-member limited liability companies or the decision of the Members Council for limited liability companies with two or more members on the change or addition of types of services of the company;

c/ The business plan expected to be implemented when types of services are reduced or increased.

3. Within 30 days after the date of receiving valid dossiers, the State Securities Commission shall notify in writing its approval of the change or addition of types of services to the fund management companies. In case of disapproval, the State Securities Commission shall clearly explain the reasons therefor in writing.

Article 36.- Transfer of shares or contributed capital portions to foreign fund management companies

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2. The sale of shares or contributed capital portions valued at over 5% of the charter capital of a fund management company to a foreign fund management company must be approved by the State Securities Commission.

3. Dossiers of application for transfer of shares or contributed capital portions to foreign fund management companies:

a/ An application for transfer of shares or contributed capital portions to a foreign fund management company (made according to a set form);

b/ The resolution of the shareholders' congress or the decision of the Managing Board for joint-stock companies or the decision of the company owner for State-owned one-member limited liability companies or the decision of the Members Council for limited liability companies with two or more members on the transfer of shares or contributed capital portions to a foreign fund management company;

c/ The documents stated at Point a, Clause 2 of this Article;

d/ The valid copy of the charter of the foreign fund management company;

e/ The valid copy of the establishment license or business registration certificate or a written certification of equivalent legality, and the financial statement of the latest 02 years of the foreign fund management company;

f/ The principled agreement between the Vietnamese party and the foreign fund management company on the transfer of contributed capital or shares.

4. Within 15 days after receiving the valid dossiers, the State Securities Commission shall notify in writing its approval of the transfer of shares or contributed capital portions to the foreign fund management companies. In case of disapproval, the State Securities Commission shall clearly explain the reasons therefor in writing.

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1. Fund management companies which wish to open or close branches must obtain the approval of the State Securities Commission.

2. Dossiers of application for opening of branches shall each consist of:

a/ An application for opening of a branch of the fund management company (made according to a set form);

b/ The fund management activity plan for the first 2 years of activity in line with the securities market development strategy;

c/ A written description of material and technical foundations serving the branch's fund management activities (made according to a set form), enclosed with papers evidencing the right to use the land area where the branch's office is to be located;

d/ Valid dossiers of application for fund management practice certificates for the director and deputy director of the branch and fund management practitioners as prescribed in Article 48 of this Regulation, for those who have not yet had fund management practice certificates.

3. Dossiers of application for closure of branches of fund management companies shall each consist of:

a/ An application for closure of a branch (made according to a set form);

b/ Documents explaining the reason(s) for such closure;

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4. Within 15 days after receiving the valid dossiers, the State Securities Commission shall notify in writing its approval to the fund management companies to open or close their branches. In case of disapproval, the State Securities Commission shall clearly explain the reasons therefor in writing.

Article 38.- Relocation of head offices, branches' offices

1. Fund management companies which wish to relocate their head offices or their branches' offices must obtain the approval of the State Securities Commission.

2. A dossier of application for approval of relocation of the head office or a branch's office shall consist of:

a/ An application for relocation of the head office or a branch's office (made according to a set form);

b/ A written description of material and technical foundations of the head office or branch's office in the expected new site (made according to a set form), enclosed with papers evidencing the right to use the area where the head office or the branch's office is to be located;

3. Within 15 days after receiving the valid dossiers, the State Securities Commission shall notify in writing its approval of the relocation of the head offices or branches of fund management companies. In case of disapproval, the State Securities Commission shall clearly explain the reasons therefor in writing.

Article 39.- Fees for grant and supplementation of fund management licenses

Fund management companies must pay fees for grant or supplementation of fund management licenses according to law provisions.

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1. Before officially commencing operation, fund management companies must fill in the procedures to publicize their fund management licenses under Article 86 of Decree No. 144/2003/ND-CP.

2. Fund management companies must disclose on the mass media information on changes prescribed in Article 35, Article 36, Article 37 and Article 38 of this Regulation.

Article 41.- Internal control

1. Fund management companies must issue regulations on internal control and set forth professional ethical criteria for their employees.

2. Fund management companies must ensure that there is always at least one full-time official in charge of internal control, having the powers and responsibilities specified in the internal control regulations. Full-time officials in charge of internal control must fully have professional certificates of securities and securities market.

3. Fund management companies must send for reporting to the State Securities Commission copies of the regulations stated in Clause 1 and curricula vitae of internal control officials stated in Clause 2 of this Article.

Article 42.- Rights and obligations of fund management companies

1. Fund management companies have the following obligations:

a/ To observe the funds' charters and protect investors' interests;

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c/ To safely protect and separately manage assets of each fund and of their own; to ensure separate organization, personnel and operation for fund management activities as well as financial and securities investment consultancy activities;

d/ For funds' transactions conducted by fund management companies themselves, which are joined by involved persons of fund management companies, to ensure fairness and no harm caused to the funds' interests; to fully notify information on such transactions to the funds' representative boards, the State Securities Commission and publicly notify such information to investors;

e/ To ensure that the authorization of responsibilities to third parties and changes in the organization and management of fund management companies do not adversely affect the funds' interests;

f/ To be responsible for compensating for the funds' losses due to the fund management companies' failure to properly perform the obligations prescribed in this Article;

g/ All securities transactions conducted by their Managing Board members, managers and employees must be reported and centralizedly managed at fund management companies under the supervision by the internal control sections;

h/ When fund management companies conduct transactions to purchase or sell assets for the funds, their Managing Board members, general directors, deputy general directors (directors, deputy directors) as well as fund managers must not receive any benefits for the companies or themselves or third parties, except for charges and bonuses prescribed in the funds' charters;

i/ To value the funds' net assets according to law provisions;

j/ Where supervisory banks detect transactions at variance with law provisions, the funds' charters or beyond the fund management companies' jurisdiction and notify them to fund management companies, fund management companies must cancel such transactions or purchase or sell the funds' assets in order to restore the funds' assets to the state as before such transactions are conducted. All arising expenses related to these transactions shall be borne by fund management companies.

2. Fund management companies have the following rights:

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b/ To carry out financial and securities investment consultancy activities; to provide financial consultancy only to enterprises investing in or receiving investment capital sources from the funds under the fund management companies' management; not to participate in securities listing or issuance consultancy activities;

c/ To conduct business activities and provide services in accordance with law provisions.

Article 43.- Restrictions on fund management companies' activities

1. Fund management companies must not be involved persons of the banks supervising the funds' assets.

2. Fund management companies must not invest in the funds under their management.

3. Members of Managing Boards and managers of fund management companies, and fund managers as well as involved persons may only purchase and sell fund certificates of the funds under their management at the market prices.

4. Fund management companies must not invest in, contribute capital to, or purchase shares of, another fund management company; must not invest in, contribute capital to, or purchase shares of, a securities company.

5. Fund management companies must not open securities transaction accounts for the funds under their management at securities companies which are their involved persons.

6. Fund management companies must not use the capital of a fund for purchasing assets of another fund under their management in order to increase or reduce the fund's value.

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8. Fund management companies must not receive for themselves any incomes or benefits acquired from the use of the fund asset transaction services provided by a third organization and must account these amounts into the funds' incomes.

9. Fund management companies must not use capital and assets of the funds under their management for investing in over 49% of the total value of a type of securities currently circulated by an issuance organization or unlisted company.

10. Fund management companies must not conduct transactions which increase unreasonable expenses and risks to the funds.

Article 44.- Supply of information to investors

1. Fund management companies must fulfill the obligations to disclose information to investors according to law provisions.

2. Fund management companies must ensure the availability of all the following documents at their head offices and branches for reference by investors:

a/ The funds' charters and amendments and supplements thereto;

b/ The prospectuses and amendments and supplements thereto;

c/ The funds' latest monthly and quarterly reports, and annual reports of the latest five years;

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e/ Documents, reports and contracts referred to in the prospectuses.

Article 45.- Operation suspension, withdrawal of fund management licenses

Fund management companies may be suspended from operation or have their fund management licenses withdrawn under the provisions of Article 89 of Decree No. 144/2003/ND-CP.

Article 46.- Termination of fund management companies' rights and obligations towards their funds

1. Fund management companies shall terminate their rights and obligations towards their funds in the following cases:

a/ They propose to terminate their rights and obligations towards their funds in accordance with the provisions of the funds' charters and such proposals are approved by the investors' congresses;

b/ They have their fund management licenses withdrawn under the provisions of Article 45 of this Regulation;

c/ At the proposals of the supervisory banks or the funds' representative boards, which are approved by the investors' congresses.

2. In the cases prescribed in Clause 1 of this Article, the fund management company's rights and obligations towards its funds shall be transferred to another fund management company under the provisions of Article 47 of this Regulation.

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1. The change of fund management companies may be effected only after it is approved in writing by the investors' congresses and the State Securities Commission. The selected substitute fund management companies shall be obliged to send to the State Securities Commission the following documents:

a/ The written requests for change of fund management companies;

b/ The written requests for termination of the fund management companies' rights and obligations towards their funds (for the cases prescribed at Points a and b, Clause 1, Article 46 of this Regulation); or

c/ The written requests for change of fund management companies, made by the supervisory banks or the funds' representative boards, and the detailed reports on the reasons for such change, enclosed with written authentic evidences (for the case prescribed at Point c, Clause 1, Article 46 of this Regulation);

d/ The resolutions enclosed with the minutes of the meetings of the investors' congresses on the change of fund management companies and selection of new ones;

e/ The change plans and modes of dealing with matters related to the interests and obligations of the involved parties;

f/ The drafts of the new supervision contracts;

g/ The drafts of the funds' revised charters;

2. Within 15 working days as from the date of approval of the State Securities Commission, supervisory banks must make public the change of fund management companies to investors.

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Article 48.- Fund management practicing

1. The conditions, dossiers, procedures for the grant, extension, renewal and withdrawal of fund management practice certificates shall comply with the provisions of Article 30, Article 31, Article 32, Article 33, Article 34, Article 35 and Article 37 of the Regulation on organization and operation of securities companies, promulgated together with the Finance Minister's Decision No. 55/2004/QD-BTC of June 17, 2004.

2. Fund management practitioners must strictly observe the restrictions on fund management practitioners prescribed in Article 98 of Decree No. 144/2003/ND-CP.

Article 49.- Directorates of fund management companies

Persons appointed as general directors, deputy general directors (directors, deputy directors) or fund managers must satisfy the following conditions:

a/ Having worked for at least 5 years in the financial, banking or insurance domain;

b/ Having the fund management practice certificates granted by the State Securities Commission or having satisfied all conditions and submitted complete dossiers of application for fund management practice certificates according to law provisions;

c/ Not being practitioners who have their practice certificates withdrawn by the State Securities Commission under the provisions of Article 97 of Decree No. 144/2003/ND-CP.

Chapter V

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Article 50.- Selection of supervisory banks

1. Supervisory banks selected by fund management companies must meet the conditions prescribed in Clause 2, Article 93 of Decree No. 144/2003/ND-CP and be approved by the investors' congresses.

2. Supervisory banks shall be obliged to send reports to the State Securities Commission on their being selected as the funds' supervisory banks, enclosed with the following documents:

a/ Curricula vitae of professional employees designated by the supervisory banks to supervise and preserve the funds' assets;

b/ Commitments not to own any assets of the funds;

c/ Their and their professional employees' commitments that they are not related persons of fund management companies.

Article 51.- Rights and obligations of supervisory banks

1. Obligations of supervisory banks:

a/ To examine and supervise to ensure that the fund management companies' fund management activities comply with law provisions and the funds' charters;

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c/ To safely store and preserve the funds' assets; to exercise on the funds' behalf the arising rights related to the funds' assets (excluding the right to vote); pay for the funds' transactions strictly according to law provisions, the funds' charters, supervision contracts as well as lawful orders or instructions of fund management companies;

d/ To separately manage the assets of each fund and of their own, and other assets under their supervision and management; under all circumstances, funds' capital and assets must not be used for paying debts of any organizations or individuals other than the funds;

e/ To certify reports related to the funds' assets and operation, made by fund management companies;

f/ Where supervisory banks determine that the disparities in the valuation of fund certificates are significant, seriously affecting investors' interests, they must request fund management companies to take appropriate remedial measures in order to ensure justice for the involved parties;

g/ To make reports and manage dossiers according to law provisions, the funds' charters and supervision contracts;

h/ To observe other provisions of Article 94 of Decree No. 144/2003/ND-CP, the funds' charters and supervision contracts;

i/ All of their certifications and approvals related to the funds' reports or transactions shall only mean that such reports or transactions are made or conducted in accordance with law provisions and the funds' charters.

2. Supervisory banks shall enjoy assorted charges for the provision of fund asset preservation and supervision services according to the funds' charters and law provisions; must not receive any other benefits for themselves or third parties.

Article 52.- Relationships between supervisory banks and fund management companies and funds

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2. The supervisory banks' Managing Board members, managers and employees personally supervising the funds' operations and preserving the funds' assets must not be involved persons of fund management companies and vice versa.

3. Supervisory banks, their Managing Board members, managers and employees personally supervising the funds' operations and preserving the funds' assets must not be purchasing or selling parties in fund asset purchase and sale transactions.

Article 53.- Termination of supervisory banks' rights and obligations towards funds

1. Supervisory banks shall terminate all their rights and obligations towards funds in the following cases:

a/ They propose to terminate their rights and obligations towards funds in accordance with the provisions of the funds' charters and such proposals are approved by the investors' congresses;

b/ They terminate their operation, dissolve or declare bankrupt;

c/ At the proposals of the fund management companies or the funds' representative boards, which are approved by the investors' congresses.

2. In the cases prescribed in Clause 1 of this Article, the supervisory bank's rights and obligations towards funds shall be transferred to another supervisory bank under the provisions of Article 54 of this Regulation and in accordance with Clause 1, Article 50 of this Regulation.

Article 54.- Change of supervisory banks

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a/ The fund management companies' written requests for change of the supervisory banks;

b/ The written requests for termination of the supervisory banks' rights and obligations towards funds (for the cases prescribed at Points a and b, Clause 1, Article 53 of this Regulation) and documents related to the supervisory banks' operation termination, dissolution or bankruptcy declaration (for the case prescribed at Point b, Clause 1, Article 53 of this Regulation); or

c/ The written requests for change of the supervisory banks, made by the fund management companies or the funds' representative boards, and the detailed reports on the reasons for such change, enclosed with written authentic evidences (for the cases prescribed at Point c, Clause 1, Article 53 of this Regulation);

d/ The resolutions enclosed with the minutes of the meetings of the investors' congresses on the change of supervisory banks and selection of new ones;

e/ The drafts of the new supervision contracts;

f/ The drafts of the funds' revised charters;

g/ The change plans and modes of dealing with matters related to the involved parties' interests and obligations.

2. Within 15 working days as from the date of approval of the State Securities Commission, fund management companies must publicly notify the change of supervisory banks to investors.

3. The transferor-supervisory banks' rights and obligations towards funds shall terminate only at the time of completion of the transfer of such rights and obligations to the transferee-supervisory banks. The transferee-supervisory banks shall be obliged to make and send to the State Securities Commission the minutes on the transfer between the two supervisory banks, with certifications of the fund management companies and the funds' representative boards.

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REGIME OF REPORTING AND DOSSIER MANAGEMENT

Article 55.- Fund management companies' reporting obligation

1. Fund management companies must send to the State Securities Commission monthly, quarterly and annual reports on their operations and on assets of the funds under their management according to the provisions of Clause 1, Article 96 of Decree No. 144/2003/ND-CP as follows:

a/ Monthly, quarterly and annual reports on the funds:

- Monthly, quarterly and annual reports on the funds' assets (made according to set forms);

- Monthly, quarterly and annual reports on changes in the funds' net asset values (made according to set forms);

- Monthly, quarterly and annual reports on the funds' investment activities (made according to set forms);

- Reports on the funds' portfolios (made according to a set form);

- Reports on a number of norms in the funds' operations (made according to a set form);

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b/ Reports on fund management companies:

- Monthly, quarterly and annual reports on fund management companies' activities (made according to set forms);

- Fund management companies' quarterly financial statements according to law provisions on accounting;

- Fund management companies' annual financial statements according to law provisions on accounting.

c/ Time limits for submission of reports prescribed at Points a and b of this Clause:

- Within 5 working days as from the last day of a month, fund management companies must send monthly reports of their funds and their own to the State Securities Commission;

- Within 20 days as from the last day of a quarter, fund management companies must send quarterly reports of their funds and their own to the State Securities Commission;

- Within 90 days as from the last day of a fiscal year, fund management companies must send annual reports of their funds and their own to the State Securities Commission.

d/ Annual financial statements prescribed at Points a and b, Clause 1 of this Article must be audited by independent audit organizations.

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3. Where fund management companies cast votes on behalf of their funds at the meetings of the Shareholders' Congresses or the Managing Boards of the companies in which their funds have invested, they shall be obliged to report on the contents they vote for in the monthly reports on the funds' activities.

4. In case of necessity, in order to protect common interests and investors' interests, the State Securities Commission or the Securities Trading Center may request fund management companies to report in writing information on their organization and operation of their own and of the funds under their management according to the provisions on information-disclosing obligations and reporting regime of fund management companies in Article 57 and Clauses 2 and 3, Article 96 of Decree No. 144/2003/ND-CP and guiding documents.

Article 56.- Reporting regime of supervisory banks

1. Supervisory banks must make monthly, quarterly and annual reports on fund management companies' fund management activities with regard to the funds under their supervision. These reports must be sent to the State Securities Commission and investors.

2. The supervisory banks' supervision reports must contain an evaluation of the fund management companies' observance of law provisions on securities and securities market, relevant laws and the funds' charters, regarding the following contents:

a/ All fund management activities;

b/ The valuation of the funds' net assets;

c/ The funds' issuance of fund certificates and capital mobilization;

d/ Violations (if any) committed by the fund management companies and proposed handling and remedial measures.

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a/ Within 5 working days as from the last day of a month, supervisory banks must send monthly supervision reports to the State Securities Commission;

b/ Within 20 days as from the last day of a quarter, supervisory banks must send quarterly supervision reports to the State Securities Commission;

c/ Within 90 days as from the last day of a fiscal year, supervisory banks must send annual supervision reports to the State Securities Commission.

4. Within 3 working days as from the date of detecting violations committed by fund management companies or the funds' representative boards of the funds' charters, the prospectuses or law provisions on securities and securities market, supervisory banks shall be obliged to report them to the State Securities Commission.

5. Where there are transactions conducted by foreign organizations and individuals, which involve 5% or more of a fund's charter capital, supervisory banks must report to the State Securities Commission information on such transactions within 5 working days as from the date such transactions arise.

6. Supervisory banks shall be obliged to report at the written requests of the State Securities Commission.

Article 57.- Regime of archival of dossiers and comparison of documents

1. Fund management companies and supervisory banks must always fully and systematically archive, and ensure the clarity, accuracy and consistency of, the funds' documents on offer of investment certificates, ownership registration, financial statements, accounting and transaction documents at the time of establishment of the funds and throughout the funds' operation duration according to law provisions.

2. Figures and documents on transactions of the funds' assets and assets entrusted for investment as well the funds' accounting accounts must be periodically supervised and regularly examined and compared by fund management companies and supervisory banks to ensure their balances according to the provisions of the funds' charters, the investment entrustment contracts and accounting legislation.

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INSPECTION, SUPERVISION AND HANDLING OF VIOLATIONS

Article 58.- Inspection, supervision

Funds, fund management companies, fund management practitioners and supervisory banks must submit to the supervision by the State Securities Commission and competent agencies according to law provisions.

Article 59.- Handling of violations

Fund management companies, fund management practitioners and supervisory banks that violate regulations on fund management activities shall be handled according to current regulations.

Chapter VIII

ORGANIZATION OF IMPLEMENTATION

Article 60.- Implementation provisions

1. Fund management companies and supervisory banks shall formulate and send to the State Securities Commission their working regulations and professional processes in accordance with this Regulation.

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