Quyết định 45/2007/QD-BTC

DECISION

ISSUING REGULATIONS ON ESTABLISHMENT AND MANAGEMENT OF SECURITIES INVESTMENT FUNDS

THE MINISTER OF FINANCE

Pursuant to the Law on Securities dated 29 June 2006;
Pursuant to Decree 14/2007/ND-CP of the Government dated 19 January 2007 making detailed provisions for implementation of the Law on Securities;
Pursuant to Decree 77/2003/ND-CP of the Government dated 1 July 2003 on functions, duties, powers and organizational structure of the Ministry of Finance;
On the proposal of the chairman of the State Securities Commission:

DECIDES:

Article 1. To issue with this Decision the Regulations on Establishment and Management of Securities Investment Funds.

Article 2. This Decision shall be of full force and effect fifteen (15) days after the date of its publication in the Official Gazette.

Article 3. The Head of the Office, the Chairman of the State Securities Commission, fund management companies and parties concerned shall be responsible for implementing this Decision.

REGULATIONS

ON ESTABLISHMENT AND MANAGEMENT OF SECURITIES INVESTMENT FUNDS
(Issued with Decision 45/2007/QD-BTC of the Minister of Finance dated 5 June 2007)

Chapter I

GENERAL PROVISIONS

Article 1. Governing scope

These Regulations provide for raising capital, establishing and managing closed securities investment Funds and Member Funds (hereinafter both abbreviated as Funds) and activities related to the management of Funds by fund management companies, depository banks and custodian banks within the territory of the Socialist Republic of Vietnam.

Article 2. Interpretation of terms

In these Regulations, the following terms shall be construed as follows:

1. Valid copy means a copy which is notarized [and/or] certified by a competent body of Vietnam.

2. Valid application file means a file containing all the documents required by these Regulations and containing all items declared as required by law.

3. Fund charter capital means the amount of money actually paid by all investors and stipulated in the Fund charter.

4. Fund unit means the Fund charter capital divided into a number of equal parts.

5. Securities investment fund certificate (hereinafter abbreviated to fund certificate) means a type of security in the form of a certificate or book entry issued by a fund management company on behalf of a Public Fund, certifying that the investor is the legal owner of one or more fund units in the Public Fund.

6. Valuation day means the day fixed by the fund management company to determine the net asset value of a Fund.

7. Liquidation value of a share in an issuing organization which is in the process of division, demerger, merger, consolidation, dissolution or bankruptcy shall be fixed as the value of equity less the value of reward and welfare funds and other funds established in the interests of employees, divided by the total number of currently circulating shares in the issuing organization as stated in the most recent balance sheet.

Chapter II

SECURITIES INVESTMENT FUNDS

Section 1. PUBLIC FUNDS

Article 3. General conditions applicable to offers of certificates

1. Offers of closed public fund certificates shall comprise initial public offers of fund certificates and additional issues of fund certificates in order to increase capital. Any offer or issue of fund certificates must be registered by the fund management company with the State Securities Commission ("SSC"). The total amount of capital proposed to be raised for the Fund must be specified in the Fund Charter (on the standard form in Appendix 1 issued with these Regulations) and in the prospectus.

2. The issuance of fund certificates in order to raise capital on subsequent occasions shall be conducted for current investors of the Fund via an issue of fund certificates purchase rights which shall be assignable. If current investors do not exercise their rights to purchase the fund certificates, then the residual amount of fund certificates may be offered to other investors.

3. Conditions for an initial public issue of fund certificates shall comprise:

(a) The value of the fund certificates registered for the offer must be at least fifty (50) billion Vietnamese dong;

(b) There must be an issue plan and a plan for investment of the amount of capital obtained from the tranche offer;

(c) There must be appropriate professional rules on management of the Fund, internal control rules, and risk management rules.

4. Conditions for subsequent issues of fund certificates shall comprise:

(a) The Fund charter has a provision on increasing capital of the Fund;

(b) The profit of the Fund in the most recent year prior to the year of the request for increasing capital must have been a positive number;

(c) The fund management company was not penalized for an administrative offence in the securities and securities market sector for a period of two years prior to the time of increasing the capital;

(d) The general meeting of investors has passed the plan for additional issue of fund certificates and the plan for investing the amount of capital obtained from the issue tranche.

5. The organizations stipulated in article 13.4(a) of the Law and Enterprises shall not be permitted to purchase fund certificates, and State owned enterprises shall not be permitted to use State capital in order to purchase fund certificates.

6. The fund management company shall, based on the objectives, portfolio structure and investment assets, specify the specific type of Fund depending on the nature, objectives and investment structure of the Fund. The name of the Fund must be written in Vietnamese, it may include numerals and symbols, it must be pronounceable, and it must clearly express the characteristic of such type of fund and include at least the following two elements:

(a) The form of the Fund;

(b) A discrete name.

7. The items specified in clause 6 of this article must be set out in the application file for registration of establishment of the Fund, and in the Fund charter and in the prospectus.

Article 4. Application file for registration of an offer of fund certificates

1. An application file for registration of an initial public offer of fund certificates and an application file for registration of subsequent issues shall include the documents stipulated in the Regulations of the Ministry of Finance on application files for registration of public offers of securities.

2. If a part of or the entire application file for registration of an offer of fund certificates is approved by consultants to the issue, by the underwriter (if any), by legal consultants or by auditors, then certification from such entities must be sent to the SSC. This provision shall also apply to any person signing an audit report and to any other organization or individual certifying such application file.

3. The fund management company shall be liable for the accuracy, truthfulness and completeness of an application file, and the organizations or individuals who certify such file as stipulated in clause 2 of this article shall be liable within the scope of their relationship to the application file for registration of the offer.

4. During the time that an application file for registration of an offer is under consideration, the fund management company shall be obliged to amend or add to the application file if it discovers inaccurate information or omissions of important items as required by the regulations, or if it considers it should explain issues which may cause misunderstanding or which need to be explained at the request of the SSC, in order to ensure that the information announced is accurate, truthful and complete and protects the legitimate interests of investors. Any written amendment or addition sent to the SSC must be signed by the original signatories to the application file or by a person in the same position as such original signatory.

5. If important information relating to the application file arises after the SSC issues the certificate of registration of the offer, or if it arises during the conduct of the offer, the fund management company must announce such information in three consecutive editions of one electronic or written newspaper, and at the same time must conduct an amendment or addition to the application file. In such a case, if an investor so requests, the fund management company must refund the investor the amount of money which such investor has contributed and the fund management company shall bear all expenses arising in accordance with article 8.6 of these Regulations.

Article 5. Information prior to making an offer of fund certificates

During the time an application file for registration of an offer of fund certificates is under consideration by the SSC, the fund management company, the underwriter (if any) and any other affiliated person may only use information in the prospectus which was sent to the SSC in an honest and accurate manner in order to conduct market research, and must specify that any item of information including information about the issue date and the selling price of the fund certificates is only forecast information. The provision of information aimed at market research must not be implemented via the mass media.

Article 6. Certificate of registration of a public offer of fund certificates

1. Within a time frame of thirty (30) days from the date of receipt of a complete and valid application file, the SSC shall issue a certificate of registration of a public offer of fund certificates or a certificate of registration of an additional offer of fund certificates in order to increase capital. In a case of refusal to issue a certificate, the SSC shall provide a written response specifying its reasons.

2. A certificate of registration of an offer of fund certificates issued by the SSC to a fund management company is a document certifying that the application file for registration of such offer satisfied all the conditions and that the procedures have been completed in accordance with law.

Article 7. Agent for an offer of fund certificates

An agent for an offer of fund certificates means any securities company, fund management company or underwriter which agrees to sell such fund certificates pursuant to a distribution contract signed between the fund management company conducting the offer tranche and such securities company, fund management company or underwriter.

Article 8. Distribution of fund certificates

1. The order for conducting an offer tranche shall be implemented in accordance with the Regulations of the Ministry of Finance on application files for registration of public offers of securities.

2. Distribution of fund certificates may only be carried out after the fund management company guarantees that purchasers may access the prospectus in the application file for registration of the offer which has been announced at the locations stipulated in the Issue Announcement prior to conducting the offer tranche.

3. The fund management company, securities company and underwriter (if any) must distribute fund certificates in a fair and public manner and must ensure that the period in which investors may register to purchase the certificates shall be at least twenty (20) days. The period in which investors may register to purchase the fund certificates must be specified in the Issue Announcement.

4. Monies paid for the purchase of fund certificates must be transferred into an escrow account opened at the custodian bank and frozen until the date on which the SSC issues the certificate of registration of establishment of the Fund.

5. The fund management company must complete distribution of fund certificates within a time frame of ninety (90) days as from the date of commencing to implement the offer tranche. If the fund management company is unable to complete distribution within this period, then it may request that the SSC grant an extension, and within a time frame of seven (7) days from the date of receipt of such a request the SSC shall provide a written response. The duration of any extension of the period for distribution of fund certificates shall not exceed thirty (30) days.

6. If distribution of fund certificates is not completed within the stipulated time or if the raising of capital does not satisfy the conditions stipulated in sub-clauses (a) and (b) of article 9.1 of these Regulations, then within a time frame of two business days after the end of the offer tranche, the fund management company must report to the SSC and must announce that the raising of capital for a Fund was unsuccessful by the announcement method stipulated in article 4.5 of these Regulations. Within a time frame of fifteen (15) days from the end of raising capital, the fund management company must refund to investors all monetary items which they paid and the company shall be liable for all costs and financial obligations arising from raising capital. After the expiry of the above- mentioned time frame, the fund management company must pay compensation for loss to investors in accordance with the provisions in undertakings made to such investors.

Article 9. Report on results of an offer tranche and registration to establish the Fund

1. In the case of an initial public issue, within a time frame of ten (10) days after the end of the offer tranche, the fund management company must send the SSC a file reporting the results of the offer and must register to establish the Fund if the following conditions are satisfied:

(a) There are at least 100 investors excluding institutional investors who participated by contributing capital;

(b) The total value of fund certificates sold is at least fifty (50) billion Vietnamese dong. The value of fund certificates sold compared to the amount of capital proposed to be raised for the Fund must exceed a minimum percentage stipulated in the Fund charter and in the prospectus, which must not be less than 80% of the amount of capital proposed to be raised for the Fund in the offer tranche.

2. A file reporting the results of the offer and registering establishment of the Public Fund shall comprise:

(a) Request for registration to establish the Fund (on the standard form in Appendix 2 to these Regulations);

(b) Summarized report on the results of the offer tranche enclosing confirmation from the custodian bank about the amount of money collected from the offer tranche;

(c) List of investors stating full name and number of people's identity card or valid passport in the case of each individual; or

(d) Number of the business registration certificate of each organization, number of bank account (if any), contact address in the case of an investor being an individual or head office address of an organization, number of fund units and percentage ownership, and date of registration to purchase the fund certificates.

3. In the case of an issue of fund certificates in order to increase capital on subsequent occasions, within a time frame of five business days from the end of the offer tranche, the fund management company must forward the SSC a report on results of the offer containing the documents stipulated in sub-clauses (b) and (c) of clause 2 of this article.

4. Within a time frame of ten (10) days from the date of receipt of a complete and valid application file as stipulated in clauses 2 and 3 above, the SSC shall issue a certificate of registration to establish the Fund (in the case of an initial issue) or shall certify that the additional offer tranche has been completed (in the case of an additional issue). In a case of refusal, the SSC shall provide a written letter explaining its reasons.

Article 10 .Fixing ownership of fund certificates, and drawdowns

1. The fund management company must confirm ownership of fund certificates by investors by preparing and archiving a register of investors holding fund certificates in a Public Fund within a time frame of five business days after the date of effectiveness of the certificate of registration to establish the Fund (in the case of an initial issue) or after the SSC has confirmed that the additional offer of fund certificates has been completed (in the case of an additional issue).

2. The register of investors shall contain the following main particulars:

(a) Name of the Fund;

(b) Number of the certificate of registration of the offer of fund certificates, the total value of capital raised, and the operational duration of the Fund;

(c) Name, number of licence and head office address of the fund management company;

(d) Name, number of licence and head office address of the custodian bank;

(e) Total number of fund units which it was permitted to offer;

(f) Total number of fund units issued and value of contributed capital;

(g) List of investors as stipulated in article 9.2(c) of these Regulations; number of fund units owned by, percentage ownership and date of registration to purchase by each investor;

(h) Date of preparing the register of registered investors.

3. The fund management company shall be entitled to drawdown the raised capital held at the custodian bank in order to conduct investments immediately after the certificate of registration to establish the fund is effective (in the case of an initial issue) or after the SSC has confirmed that the additional offer of fund certificates has been completed (in the case of an additional issue).

4. Within a time frame of forty-five (45) days from the date the SSC issues the certificate of registration to establish the Fund (in the case of an initial issue) or after the SSC confirms that the additional offer tranche of fund certificates has been completed (in the case of an additional issue), the fund management company must forward the SSC a list and summarized curriculum vitae of the members of the board of trustees of the fund or a list of the new members of such board (if there are any new members) on the standard forms in Appendices 5 and 6 to these Regulations, certified by the competent body; written undertakings from independent members on the board of trustees1 regarding their independence from the fund management company; and minutes and other relevant data regarding the general meeting of investors.

Article 11. Suspension of an offer of fund certificates

1. The SSC shall issue a decision suspending an offer of fund certificates for a maximum of sixty (60) days in the following circumstances:

(a) On discovery that the application file for registration of the offer contained false information or omitted items which may affect investment decisions and cause loss to investors;

(b) Distribution of the fund certificates was not carried out correctly in compliance with article 8 of these Regulations.

2. Within a time frame of two working days from the date on which a decision suspending the offer of fund certificates takes effect, the fund management company must announce the suspension by the method stipulated in article 4.5 of these Regulations. If any investor so requests, the fund management company must refund the investor all monetary items contributed and the company shall bear any costs arising in accordance with article 8.6 of these Regulations.

3. When the deficiencies leading to suspension of an offer of fund certificates are remedied, the SSC shall issue a written notice rescinding such suspension and permitting the offer of fund certificates to continue.

4. Within a time frame of two working days from the date of a notice rescinding the suspension, the fund management company must announce rescission of the suspension by the method stipulated in article 4.5 of these Regulations.

Article 12. Rescission of an offer of fund certificates

1. If the deficiencies leading to a suspension have not been remedied at the expiry of the duration of the suspension as referred to in article 11.1 of these Regulations, the SSC shall issue a decision rescinding the offer and prohibiting the fund management company from offering such fund certificates.

2. The fund management company must announce the decision rescinding the offer of fund certificates by the method stipulated in article 4.5 of these Regulations within two working days from the date on which the offer was rescinded. Immediately after making an announcement of the decision rescinding the offer, the fund management company must pay a refund to investors of all monetary items contributed and the company must bear any expenses arising in accordance with article 8.6 of these Regulations.

Article 13 Listing fund certificates

Within a time frame of forty-five (45) days from holding the first general meeting of investors, the fund management company must complete its application file requesting listing of the fund certificates with the Securities Trading Centre [and/or] Stock Exchange.

The conditions, application file for registration, registration procedures, any change of registration and any delisting of fund certificates shall be implemented in accordance with Decree 14-2007-ND-CP of the Government dated 19 January 2007 providing detailed regulations for implementation of a number of articles of the Law on Securities and in accordance with other relevant guidelines.

Article 14. Dissolution of a Fund

1. A Fund shall be dissolved in the following circumstances:

(a) On expiry of the operational term of the Fund stipulated in the Fund charter and on expiry of the certificate of registration to establish the Fund without such certificate being extended;

(b) The general meeting of investors voluntarily decides to dissolve the Fund or decides to dissolve the Fund prior to expiry of the operational term stipulated in the charter in accordance with clause 2 of this article.

2. The general meeting of investors may make a decision to dissolve the Fund prior to expiry of its operational term in the following cases:

(a) The fund management company requests termination of the rights and obligations it owes to the Fund, or the fund management company is dissolved or made bankrupt or its licence for establishment and operation is revoked by the SSC without appointment of a replacement fund management company within the time frame stipulated in the Fund charter;

(b) The custodian bank requests termination of the supervisory contract, or the custodian bank is dissolved or made bankrupt or its certificate of registration of securities depository operation is revoked without appointment of a replacement custodian bank within the time frame stipulated in the Fund charter;

(c) The general meeting of investors issues a decision to transfer the entire assets of the Fund to another Fund;

(d) Other cases as stipulated in the Fund charter.

3. In the cases stipulated in clause 1(a) and clause 2(c) above, at least three months prior to the date of dissolution of the Fund, the fund management company and the custodian bank must convene a general meeting of investors and submit a plan on dissolution of the Fund or obtain written opinions on such plan in order for the general meeting of investors to make a decision. In a case where dissolution of the Fund is mandatory pursuant to clause 2(a) above, the custodian bank and the board of trustees of the Fund must convene a general meeting of investors or obtain written opinions on the dissolution. In a case where the Fund must be dissolved pursuant to clause 2(b) or clause 2(d) above, the fund management company and the board of trustees must convene a general meeting of investors or obtain written opinions on the dissolution. The plan on dissolution of the Fund must be passed unanimously by the parties concerned within the earliest possible period, and it must be approved by the SSC.

4. In the case stipulated in clause 2(c) above, the fund management company must forward the following documents to the SSC:

(a) Notice to transfer the Fund assets to another Fund, including the proposed time for conducting the transfer;

(b) Minutes and resolution of the general meeting of investors of the relevant Funds:

(i) Approving a merger and transfer of the entire assets of the Fund to the other Fund. A merger of the Fund must be conducted fairly, publicly and transparently, and must ensure the interests of investors;

(ii) The debts of the Fund which is being dissolved must be paid in full and in a reasonable manner prior to transfer of assets of such Fund to the new Fund.

(c) A plan on merger passed by the general meetings of investors of the Funds involved, ensuring the interests of investors in the Fund which is formed after the merger;

(d) Written confirmation from the fund management company and the custodian bank they will be responsible to complete all procedures for dissolution of the Fund.

5. The SSC shall approve dissolution of a Fund within a time frame of thirty (30) days from the date of receipt of the above-mentioned documents. In a case of refusal to approve, the SSC shall provide a written explanation of its reasons. Within five business days from the date of transferring the assets of the dissolving Fund to the newly formed Fund, the fund management company and the custodian bank must send the SSC a detailed report on such transfer of assets, on the value of the assignment, on the net asset value of the Fund both before and after the merger, on the net asset value of one Fund certificate unit both before and after the merger, and on the ratio of conversion of Fund certificates and other relevant information.

6. The fund management company and the custodian bank shall be liable to complete liquidation of the assets of the Fund and to distribute such assets to investors in accordance with the plan passed by the general meeting of investors.

7. In a case where a Fund is resolved pursuant to clause 2(a) above, the custodian bank shall be responsible to complete liquidation of the assets of the Fund. In a case where a Fund is dissolved pursuant to the provisions in clause 1(a) or clause 2(b) or clause (c) above, the custodian bank and the fund management company shall be responsible to complete liquidation of the assets of the Fund. In a case where it is not possible to identify which organization is responsible to complete liquidation of the assets of the Fund and to distribute them, the SSC shall have the right to appoint an independent organization to do so in accordance with a plan and on the basis of payment of liquidation costs as passed by the general meeting of investors.

8. The monetary proceeds from liquidation of assets of the Fund and residual assets shall be paid in the following priority order on dissolution:

(a) Payment of the costs of dissolution and other Fund items payable to the fund management company and the custodian bank. In a case where a Fund is compulsorily dissolved because the licence for establishment and operation of the fund management company or the certificate of registration of securities depository operation of the custodian bank was revoked by the SSC, such Fund items payable shall not in fact be paid to the company or the custodian bank as from the date on which such licence or certificate was revoked;

(b) Discharge of financial obligations owing to the State;

(c) Payment of other Fund items payable in accordance with law (if any);

(d) The residual assets of the Fund shall be used to pay investors in accordance with the percentage of their capital contribution to the Fund.

9. Within five business days from the date of completion of dissolution of a Fund, the fund management company and the custodian bank or the organization appointed to conduct liquidation of assets pursuant to clause 7 of this article must report to the SSC on the results of dissolution of the Fund, including information about liquidation costs, the liquidation value of one fund unit payable to investors and the period in which payment will be made to investors, and any other relevant information.

Article 15. Investment portfolio of a closed Fund

1. The investment portfolio structure of a Fund shall be prepared by the fund management company on the basis of the clauses stipulated in the Fund charter and the prospectus, in order to diversify the investment portfolio aimed at minimizing risks.

2. A closed Fund shall be permitted to invest in the following types of financial assets:

(a) Shares in a public company;

(b) Government bonds, local authority bonds and enterprise bonds;

(c) Currency market instruments including certificates of deposit at credit institutions; and treasury bonds and negotiable instruments2 with a term not exceeding one year calculated from the date of issuance;

(d) Other types of financial assets stipulated by law and approved in writing by the general meeting of investors.

3. Investment of capital and assets of a closed Fund must comply with the following provisions:

(a) They must not be invested in Fund certificates of the same Fund, or in fund certificates of or by way of capital contribution to another securities investment Fund;

(b) Investment in securities of any one issuing organization may not exceed 15% of the total value of currently circulating securities of such organization, except for the case of Government bonds;

(c) There must not be investment in excess of 20% of the total asset value of the Fund in currently circulating securities of one issuing organization, except for Government bonds;

(d) There must not be investment in excess of 30% of the total asset value of the Fund in any one company within a group of companies with a mutual ownership relationship;

(e) There must not be investment in excess of 10% of the total asset value of the Fund in real estate;

(f) Capital and assets of the Fund must not be used to provide loans or to provide a guarantee for any loan;

(g) If the general meeting of investors provides written approval, a closed public Fund shall be permitted to invest up to 10% of the total asset value of the Fund in shares privately placed of an issuing organization, or in other financial assets in accordance with clause 2(d) above.

4. The fund management company shall not be permitted to borrow in order to finance the operation of the public Fund, except for a short term loan to pay necessary expenses of the public Fund. The total value of short term borrowings made by a public Fund must not exceed 5% of the net asset value of the Fund at any one time and the maximum term of such loan shall be 30 days.

5. Except for the cases stipulated in clause 3(f) above, there may be a deviation in the permitted investment structure of a public Fund but such deviation shall not exceed 15% of the investment restrictions stipulated in this article. The deviation must be the result of an increase or decrease in the market value of investment assets, and the change in value must be a result of the exercise of preferential rights of investment assets and of lawful payments made by the public Fund.

6. The fund management company shall be responsible to report the above deviation to the SSC. Within a time frame of three months from the date the deviation arises, the fund management company must adjust the investment portfolio to ensure compliance with the investment restrictions stipulated in clause 3 of this article.

Article 16. Determining the net asset value of a closed Fund

1. A fund management company must determine the net asset value of a Fund and the net asset value of one Fund certificate unit at least once per week.

2. The net asset valuations stipulated in clause 1 above must be conducted in accordance with the principles stipulated in article 17 of these Regulations.

3. After conducting the net asset valuation of the Fund and the net asset valuation of one Fund certificate unit, the fund management company must immediately notify the custodian bank which shall be responsible to check and confirm that the valuations were conducted in accordance with law and the provisions in the Fund charter. In a case where a valuation was not conducted correctly, the custodian bank must notify and require the fund management company to promptly amend its valuation so that it is conducted in accordance with law and the Fund charter within 24 hours from the date of receipt of such notice by the fund management company.

4. The net asset value of a Fund must be notified publicly to investors on the business day following the day on which the custodian bank certifies that the valuation was consistent with law and the provisions in the Fund charter.

Article 17. Principles for determining net asset value

1. Net asset value of a Fund shall be determined in accordance with the following principles:

(a) In the case of listed securities, their value shall be the closing price or the average price of the trading day most recent to the valuation day. A fund management company must uniformly apply only one of the above-mentioned values as the basis for conducting Fund asset valuations, and the applicable value must be specified in the prospectus and in the Fund charter;

(b) In the case of unlisted securities which are traded at securities companies, their value shall be the average price on the basis of trading prices supplied by three securities companies which are not affiliated to the fund management company or the custodian bank;

(c) In the case of listed securities which have not been traded for a period of at least two weeks prior to valuation day, their value shall be the average price on the basis of the offering price supplied by three securities companies which are not affiliated to the fund management company or the custodian bank;

(d) In the case of listed shares which have not been traded for a period of more than two weeks prior to valuation day, their value shall be fixed as follows:

(i) Equal to 80% of the liquidation value of one share as at the date of preparation of the most recent balance sheet in the case of an issuing organization which is in the process of division, demerger, merger, consolidation, dissolution or bankruptcy;

(ii) Equal to the purchase price in other cases; or

(iii) The value shall be fixed on other valuation principles agreed by the custodian bank and approved by the general meeting of investors.

(e) In the case of other types of assets such as treasury bonds, banking bills of exchange, negotiable instruments and certificates of deposit which are assignable, and bonds with a term of below one year as from valuation day, their value shall be equal to their purchase price plus accumulated interest up to valuation day. In the case of discounted bonds, their value shall be determined by the cash flow method or by the linear interpolation method on the basis of purchase price and par value.

(f) In the case of bonds which have a maturity date of more than one year on valuation day and in the case of convertible bonds, their value shall be equal to market price in accordance with the provisions in sub-clauses (a) and (b) above. If such bonds have only been traded by agreement and do not have market prices, then their value shall be fixed in accordance with the theoretical basis for evaluating bonds;

(g) The value of derivative securities shall be fixed as their market price in accordance with sub- clauses (a) and (b) above. If such derivative securities have only been traded by agreement and do not have market prices, then their value shall be fixed in accordance with the theoretical basis for evaluating derivative securities;

(h) In the case of other assets of the Fund such as dividends, interest receivable, cash and money deposited on short term of not more than one year from valuation day, their value shall be fixed as their actual value on valuation day;

(i) Assets of the Fund being real estate must be valued by an independent assessor approved by the custodian bank and the general meeting of investors. The assessor must not be a person or entity affiliated to the fund management company or the custodian bank, and real estate must be periodically valued once every six months. If any event occurs which could affect the value of assets, the fund management company and the custodian bank must notify the assessor;

(j) A valuation of other types of assets shall be conducted in accordance with the principles of scientific and objective valuation and must be ratified by the custodian bank and approved by the general meeting of investors.

2. Total debts payable by the Fund means debts and other obligations payable by the Fund on valuation day. The method of fixing the value of debts and obligations payable must be confirmed by the custodian bank and must be in accordance with the relevant law.

3. The value of one Fund unit shall be equal to the net asset value of the Fund divided by the total number of currently circulating Fund units.

4. Valuations and assessments must ensure the other principles stipulated in Appendix 3 to these Regulations. The mode of theoretical asset valuation and the other methods of asset valuation stipulated in clause 1 of this article must be ratified by the custodian bank, must be stipulated and explained clearly in the prospectus and the Fund charter, and shall be subject to written approval from the general meeting of investors.

Article 18. General provisions on the general meeting of investors

1. The initial general meeting of investors shall be convened by the fund management company and held within twenty-five (25) days after completion of the issue tranche.

2. The annual general meeting of investors shall be convened by the board of trustees and held within ninety (90) days after the last day of the financial year.

3. An extraordinary meeting of the general meeting of investors may be convened in the following circumstances by the fund management company, by the board of trustees, by the custodian bank or by a group of investors representing at least 10% of the charter capital for a continuous period of 6 months:

(a) To consider amendments and additions to the Fund charter, the prospectus, or the supervisory contract;

(b) To consider a change in the orientation of the investment policy, the plan for profit distribution, the investment objectives of the Fund and dissolution of the Fund;

(c) To consider a replacement fund management company or replacement custodian bank;

(d) To consider an increase in fees above the range stipulated in the Fund charter for the fund management company or custodian bank at the request of such company or bank;

(e) To consider dissolution of the Fund, or merger or consolidation of the Fund;

(f) In other cases as stipulated in the Fund charter.

4. The general meeting of investors convened for a reason referred to clause 3 of this article must ne held within thirty (30) days from the date of the notice convening the extraordinary meeting. At least fifteen (15) days prior to holding the meeting, the party convening the meeting must make a public announcement to investors about convening the general meeting of investors.

5. The costs of an extraordinary general meeting of investors shall be paid by the Fund except in the case stipulated in clause 3(d) of this article, in which case the costs of holding the extraordinary meeting shall be paid by the party benefiting, namely the fund management company or custodian bank.

Article 19. Conditions for and manner of holding the general meeting of investors

1. The time, program and agenda proposed for the general meeting of investors must be publicly announced to investors and reported to the SSC at least 5 working days prior to the date on which the meeting is to be held.

2. A meeting of the general meeting of investors may be conducted when the attending investors represent at least 51% of the Fund charter capital. The form of attendance at a meeting shall be direct [in person], or via a proxy or in other forms specifically stipulated in the Fund charter.

3. Where the initial meeting does not take place because the condition stipulated in clause 2 of this article was not satisfied, the meeting may be convened for a second time within thirty (30) days from the date on which the first meeting was intended to be opened. In this case, the meeting of the general meeting of investors shall be conducted irrespective of the number of attending investors.

4. The form and manner of conducting the general meeting of investors shall be implemented in accordance with provisions in the Fund charter and the prospectus.

Article 20. Passing of decisions by the general meeting of investors

1. Each fund unit shall have one vote. The custodian bank, the fund management company, the auditor, lawyers and real estate valuers (if any) supplying services to the Fund shall have the right to attend the general meeting of investors but not to vote.

2. The general meeting of investors shall pass decisions within its authority by way of voting, collecting written opinions or in other forms stipulated in the Fund charter.

3. A decision of the general meeting of investors shall be passed at a meeting when the following conditions are satisfied:

(a) It is approved by the number of investors representing at least 51% of the total number of voting rights of all investors attending the meeting and of investors participating in voting via other forms;

(b) In the case of a decision on amending or supplementing the Fund charter, or on dissolution, merger or consolidation of the Fund, it is approved by the number of investors representing at least 65% of the total number of voting rights of all investors attending the meeting and of investors participating in voting via other forms.

4. In a case of voting by way of collecting written opinions, a decision of the general meeting of investors shall be passed when it is approved by the number of investors representing at least 75% of the total voting rights of investors participating in the voting.

5. The fund management company and the custodian bank shall be responsible to ensure that all decisions of the general meeting of investors comply with law and the Fund charter.

6. Within seven (7) days from the end of a general meeting of investors, the fund management company and the board of trustees shall be responsible to prepare minutes and the resolutions of the general meeting of investors and send them to the SSC.

7. The SSC shall have the right to request a change in items of decisions made in a resolution of the general meeting of investors when such items are contrary to law.

Section 2. MEMBER FUNDS

Article 21. General provisions on Member Funds

1. A Member Fund means a closed securities investment Fund, established by capital contributing members on the basis of minutes of capital contribution agreement and the Fund charter. Capital contributing members to a Member Fund must comply with the provisions in article 3.5 of these Regulations.

2. Assignment of a part of or of the entire capital contribution portion may be conducted on the following conditions:

(a) The assignee must be a legal entity which satisfies the requirements stipulated in article 3.5 of these Regulations;

(b) The assignment of the capital contribution portion must be implemented in accordance with the provisions in the Fund charter;

(c) After completion of the assignment, the Fund must still satisfy the conditions stipulated in article 22.1(b) of these Regulations.

3. The fund management company must report to the SSC about assignment of capital contribution to a Member Fund in accordance with the regulations issued by the Ministry of Finance on organization and operation of fund management companies.

4. The fund management company must prepare and archive a register of capital contributing members, a register of assignment by capital contributing members, and must prepare and retain information relating to such assignments. A depository bank may provide the service of preparing and archiving the register of capital contributing members on the basis of a services contract signed with the fund management company.

5. All types of fees and expenses relating to investment activities of the Fund must be consistent with law; the Fund charter must specify in a complete and detailed manner the amount of fees for management of the Fund and the maximum bonuses payable to the fund management company on an annual basis; and the maximum amount of fees payable annually to the depository bank must comply with law.

6. In a case where the Fund charter contains other provisions, a Member Fund shall not be required to comply with the restrictions on investments which apply to public funds and which are specified in article 92 of the Law on Securities and in clauses 2 to 5 inclusive of article 15 of these Regulations.

Article 22. Establishment of Member Funds

1. The establishment of a Member Fund must be reported to the SSC and must satisfy the following conditions:

(a) Having a minimum capital contribution of 50 (fifty) billion Vietnamese dong;

(b) Having a maximum of 30 (thirty) capital contributing members all of which must be legal entities. Entities participating in establishment of a Member Fund must ensure that their capital contributions are sourced from their own capital and do not include any entrusted capital or capital appropriated from other organizations and individuals;

(c) The Fund must authorise a fund management company which is licensed to manage funds to undertake management of the Fund;

(d) The assets of a Member Fund must be deposited at a depository bank which is not affiliated to the fund management company.

2. During the process of establishment of a Member Fund, participating organizations and individuals shall not be permitted to use the mass media in order to conduct advertising, to call for capital contribution, or to conduct market research.

3. Naming a Fund must comply with the principles stipulated in article 3.6 of these Regulations.

4. The fund management company must supply to entities wishing to contribute capital to the Member Fund a summarized prospectus, which must set out on its front page the operational principles of the Fund as follows:

"This Fund is not required to comply with the law regulating investment activities of securities investment funds which conduct public offers of fund certificates. Investment in this Fund is only appropriate for entities ready to accept the potentially high risks from investment in the Fund. Entities wishing to invest in this Fund should carefully balance [the risks] prior to making an investment decision."

5. The fund management company shall forward the SSC an application file for establishment of a Member Fund containing the following documents:

(a) Notification of establishment of a Member Fund;

(b) Fund Charter;

(c) Fund assets depository contract consistent with the Fund Charter;

(d) Minutes of capital contribution agreement and list of capital contributing members as stipulated in article 9.2(c) of these Regulations;

(e) Certification from the depository bank of the scale of capital already raised;

(f) Summarized prospectus of the Fund;

(g) Minutes and decision of the general meeting of shareholders or board of management decision of the members' council or of the owner being capital contributing members regarding participation in contributing capital to the Fund and appointing an authorized representative of the capital contribution portion, and power of attorney and valid copy of the people's identity card or passport of the authorized representative.

6. The fund management company shall be liable for the legality and accuracy of the application file. If it is discovered that the file already lodged with the SSC contains inaccurate information or lacks important items required by law, or if it is considered necessary for some items to be explained which may cause misunderstanding or if the SSC so requests, the fund management company must promptly amend or supplement the application file. Any document amending or supplementing the application file which is sent to the SSC must be signed by the original signatories to the application file or by a person in the same [official] position as the original signatory.

7. Within a time frame of fifteen (15) days from the date of receipt of a complete and valid application file reporting establishment of a Member Fund, the SSC shall provide a notice confirming establishment of the Member Fund to the fund management company. The capital of a Member Fund shall only be permitted to be drawn down after the SSC has provided this notice confirming establishment of the Fund.

Article 23. Increasing or reducing charter capital of a Member Fund

1. A Member Fund shall be permitted to increase or reduce charter capital when it satisfies the following conditions:

(a) The Fund charter contains clauses on increasing or reducing charter capital;

(b) The general meeting of investors has approved the increase or reduction in charter capital;

(c) After any reduction, the Fund charter capital is no less than fifty billion Vietnamese dong;

(d) After the increase or reduction, the number of capital contributing members does not exceed thirty (30) legal entities.

2. A fund management company must report to the SSC at least seven (7) days prior to implementing an increase or reduction in charter capital of a Member Fund, reporting the following information:

(a) Enclosing a notice on increasing or reducing the capital of the Member Fund;

(b) Enclosing a decision of the members' council regarding the increase or reduction in charter capital, minutes of a meeting of the members' council and other relevant documents;

(c) Amended charter;

(d) Amended contract for depository of the Fund assets (if any);

(e) Minutes of capital contribution agreement and list of capital contributing members, the amount of the capital contributions, and the percentage ownership both before and after the increase or reduction in accordance with article 9.2(c) of these Regulations;

(f) Confirmation from the depository bank about the scale of contributed capital in the Fund after the increase or reduction.

3. Within a time frame of five business days from the date of receipt of a complete and valid file reporting an increase or decrease in the charter capital of a Member Fund, the SSC shall provide written confirmation regarding such increase or reduction to the fund management company. The increased portion of charter capital of the Member Fund may only be drawn down after the SSC has provided written confirmation of the increase.

Article 24. Dissolution of a Member Fund

1. Dissolution of a Member Fund shall be carried out in the circumstances stipulated in article 14 of these Regulations.

2. The fund management company and the depository bank shall be responsible to complete liquidation of fund assets in accordance with the plan passed by the members' council. If the fund management cannot be identified, then the depository bank shall conduct liquidation in accordance with the plan which has been passed; if the depository bank cannot be identified, then the fund management company shall be responsible to complete such liquidation in accordance with the plan which has been passed by the members' council; and in a case where both the fund management company and the depository bank cannot be identified, the SSC shall have the right to appoint an independent institution to liquidate the Fund assets with the costs of liquidation and the method of liquidation as approved by the members' council.

3. Monetary proceeds from the liquidation of Fund assets and residual assets on dissolution shall be paid in the priority order stipulated in article 14.8 of these Regulations.

4. Within five business days from the date of completion of dissolution of a Fund, the fund management company and the depository bank or the institution appointed to liquidate the Fund assets must report to the SSC the results of dissolution including information about costs of liquidation, the liquidation value of one fund unit payable to investors, the proposed date for payment to each capital contributing member, and other relevant information.

Section 3. RAISING CAPITAL [BY] ESTABLISHING A SECURITIES INVESTMENT FUND AND OFFSHORE LISTING OF FUND CERTIFICATES

Article 25. Raising capital and managing a foreign investment fund and offshore listing of fund certificates

1. A fund management company shall be permitted to raise capital from overseas in the following forms:

(a) By establishing a Fund in Vietnam pursuant to the Law on Securities and by offering the entire fund certificates to foreign investors;

(b) By establishing a Fund offshore in accordance with foreign law, and listing the fund certificates on a foreign Stock Exchange.

2. A fund management company which establishes a Fund in Vietnam and raises capital overseas pursuant to clause 1(a) above must satisfy the following conditions:

(a) There must be a decision on raising capital overseas and a plan on using the capital raised passed by the general meeting of shareholders, members' council or company owner;

(b) There must be an issue plan stating the country and type of investor where the company proposes to make the fund certificate offer, which plan has been ratified and approved by the general meeting of shareholders, members' council or company owner. The issue plan and the plan on investing the capital raised must comply with law.

3. A fund management company raising capital overseas in order to establish a Fund pursuant to Article 1(b) of this article must satisfy:

(a) The conditions stipulated in clause 2 of this article;

(b) The conditions for making an offer, establishing a Fund and listing fund certificates in accordance with the Regulations of the competent body of the country where the fund management company proposes to make the offer in order to raise capital and where it proposes to list the fund certificates.

4. In a case where a fund management company raises capital overseas in order to establish a Fund pursuant to clause 1(b) of this article, it must send the following documents to the SSC at least ten (10) days prior to sending its application file for registration of the offer of fund certificates, its application file for registration to establish the Fund, and its application file for registration for listing the fund certificates to the competent body of the foreign country:

(a) Valid copies of the application files for registration of the offer of fund certificates, for registration to establish the Fund, and for registration to list the fund certificates sent to the competent body of the foreign country;

(b) Data proving satisfaction of all the conditions stipulated in clause 3 of this article.

5. Within a time frame of ten (10) days from the date of completion of establishment of the Fund and listing of the fund certificates pursuant to clause 1(b) of this article, the fund management company shall forward the SSC the following documents:

(a) Valid copy of the application files for registration of the offer, for registration to establish the Fund, and for registration to list the fund certificates approved by the competent body of the foreign country, except for any data already filed pursuant to clause 4(a) of this article;

(b) Valid copy of the certificates to offer fund certificates, of registration to establish the Fund, and of approval to list the fund certificates or equivalent documents issued by the competent body of the foreign country;

(c) Valid copy of other relevant data requested by the competent body of the foreign country.

6. Any fund management company which raises capital by establishing a Fund and listing fund certificates overseas shall be responsible to disclose information in accordance with the relevant law of Vietnam.

7. If in a case where a Fund is established pursuant to clause 1(b) of this article and the competent body of the foreign country revokes the certificate for registration to establish the Fund, or listing of the fund certificates is rescinded or suspended, then within twenty four (24) hours from the occurrence of such event, the fund management company must provide a detailed report to the SSC on the relevant matter enclosing a valid copy of the decision revoking the certificate of registration or a valid copy of the decision rescinding or suspending the listing or equivalent document.

8. In a case where a fund management company uses capital and assets of a Member Fund pursuant to clause 1(b) of this article to invest in Vietnam, the procedures for conducting registration of the investment for the Fund in Vietnam must comply with provisions in the Regulations on investment activities and provision of securities services by foreign investors as issued by the Ministry of Finance.

9. During the process of implementing investments in Vietnam, a Fund established pursuant to clause 1 of this article must comply with the relevant regulations on percentage ownership and on investment applicable to foreign investors.

10. Any Fund established pursuant to clause 1(a) of this article must comply with the provisions of the Law on Securities and other relevant laws, and assignment of fund certificates may only be conducted as between foreign investors.

Chapter III

CUSTODIAN BANKS AND DEPOSITORY BANKS

Article 26. General provisions on custodian banks and depository banks

1. A custodian bank as selected by a fund management company must satisfy the conditions stipulated in article 98.1 of the Law on Securities.

2. A custodian bank must be completely independent and separate from the fund management company and from the Fund for which the custodian bank provides supervisory services. The custodian bank shall not be permitted to have a capital contributing, shareholding, lending or borrowing relationship with the fund management company or vice versa.

3. Members of the board of management, the director (deputy director) or general director (deputy general director) and staff directly conducting the work of preserving fund assets and supervising fund management activities (hereinafter abbreviated to professional staff) may not be persons affiliated to, or executives or managers of the fund management company or have an ownership, capital contributing, shareholding, lending or borrowing relationship with the fund management company or vice versa.

4. The custodian bank, members of the board of management, the director (deputy director) or general director (deputy general director) and professional staff may not be parties to transactions involving Fund assets.

5. If any event occurs which results in the custodian bank no longer satisfying the conditions stipulated in clauses 2 and 3 of this article, the custodian bank must immediately notify the fund management company and the SSC.

6. In order to conduct supervisory activities for any one fund management company, a custodian bank must have at least two professional staff who must have the following professional certificates regarding securities:

(a) Basic certificate on securities and the securities market;

(b) Certificate on applicability of law in the securities sector.

7. The custodian bank shall be responsible to report the following data to the SSC:

(a) The supervisory contract;

(b) Summarized curriculum vitae enclosing valid copies of the professional certificates referred to in clause 6 above of the professional staff appointed by the custodian bank to supervise and preserve fund assets. The summarized curriculum vitae (on the standard form in Appendix 6 to these Regulations) must enclose a valid copy of an auditing or accounting practicing certificate of any staff member working in the section making Fund net asset valuations;

(c) Undertakings from the custodian bank and professional staff as stipulated in clause 3 of this article that they are not affiliated persons or do not have an ownership, capital contributing, shareholding, lending or borrowing relationship with the fund management company.

Article 27. Activities being depository of Fund assets

1. The custodian bank may entrust [or authorize] asset depository activities to another depository bank and the former shall remain totally liable including liability for expenses arising and relating to such authorized depository activities. Authorization to another depository bank to conduct depository activities shall be made on the following principles:

(a) The assets to be deposited must be specified as Fund assets or assets of an entrusting investor for which the custodian bank supplies depository services;

(b) The depository bank which is authorized to conduct the depository services may only act in accordance with lawful orders or instructions from the custodian bank which are stipulated in a depository authorization contract signed between the custodian bank and the authorized depository bank;

(c) The authorized depository bank may re-deposit the assets with a Securities Depository Centre.

2.

(a) The custodian bank and the depository bank must manage and deposit separately Fund assets from the assets of such custodian bank or depository bank, and separately from other assets managed by such custodian bank and depository bank. Each Fund must have its own discrete securities depository account which is separate from the securities depository account of the fund management company and from the securities depository accounts of other Funds.

(b) Apart from named securities, Fund assets must be deposited in the name of the custodian bank or depository bank in its capacity as the person authorized to trade assets for the Fund;

(c) During operation of a Fund, assets may only be transferred pursuant to the written instructions of the fund management company provided correctly in accordance with the provisions in the depository contract and supervisory contract;

(d) Payment for a transaction shall be implemented in accordance with the general provisions and specific clauses in the supervisory contract and depository contract after receiving a written request for payment together with a notice of the results of trading from the securities company or after receipt of other vouchers containing the following information items:

- The securities were transferred;

- The time of the transfer;

- The purchaser and seller of the securities.

(e) Payment for securities trading must comply with the principle on handover of securities at the same time as monetary payment and with the principle of settlement in accordance with current regulations, except for a case in which the fund management company makes some other specific request. Payment for securities trading must be consistent with the number of securities and the monetary sum recorded in the payment voucher;

(f) The custodian bank and the depository bank must promptly and completely conduct securities activities and exercise rights arising from ownership of securities in a Fund in accordance with the lawful orders and instructions from the fund management company.

3. Trading for a Fund in its account with the custodian bank and depository bank shall include activities of receipt of money, payment for transactions, receipt of dividends and bond interest and other items of revenue, and such activities must be specified as belonging to the Fund. In the case of the above transactions traded via the account of an authorized depository bank, it must be specified that such transactions belong to the custodian bank on behalf of the Fund.

4. A depository bank shall conduct liquidation of fund assets in accordance with article 24 of these Regulations.

5. A custodian bank and a depository bank must ensure that they have technical systems in order to automatically receive, monitor, implement and account for transactions involving assets in their accounts, except for a case in which there is a specific written instruction made by the fund management company. The technical systems referred to above must satisfy the following basic conditions:

(a) Ensure recording of revenue and expenses and accounting for dividends, bond interest, interest on capital and other income;

(b) Accounting for securities and fund certificates during transactions being redemption, additional issues or conversion;

(c) Making accounting entries and making payment of disbursements;

(d) Receiving and making accounting entries into securities accounts from additional issuing tranches, from restructuring of issuing organizations, and from other relevant adjusting or amending operations.

Article 28. Supervisory activities of custodian banks

1. A custodian bank must ensure it conducts the following:

(a) To implement depository of assets of public Funds and to manage the assets of public Funds separately from other assets of the custodian bank;

(b) To register Fund assets in the name of the custodian bank as early as possible in accordance with the Fund charter and in accordance with law;

(c) To supervise that the fund management company complies with the law and the Fund charter, and with professional rules including risk management rules;

(d) To correctly and completely implement lawful orders and instructions from the fund management company during the exercise of rights and discharge of obligations relating to ownership of Fund assets;

(e) To certify reports relating to assets and activities of the Fund as prepared by the fund management company;

(f) Other obligations stipulated in article 98 of the Law on Securities.

2. The custodian bank shall be responsible to check and supervise valuations conducted by the fund management company of Fund net asset value and of the net asset value of one Fund unit.

3. The checks and supervision stipulated in clause 2 above must be conducted immediately after the supervisory contract takes effect and in other circumstances in which the custodian bank considers a check and supervision is necessary.

4. In a case where a fund management company must pay compensation for loss to investors or to the Fund pursuant to regulations issued by the Ministry of Finance on organization and operation of fund management companies, the custodian bank must promptly and completely conduct payment.

5. The custodian bank must supervise investment activities of a public Fund and of the fund management company and ensure that they comply with the restrictions stipulated in article 92 of the Law on Securities, with the provisions in the Regulations on organization and operation of fund management companies issued by the Ministry of Finance, with article 15 of these Regulations, and with the provisions in the Fund charter. If the custodian bank discovers any breach of these provisions, it must report to the SSC and notify the fund management company within twenty four (24) hours and require the fund management company to amend or to take remedial action to overcome the consequences of the breach within the stipulated time-limit.

6. In a case where loss from an error committed during asset management activities by a fund management company is extremely large or cannot be recouped from investors, then such loss shall be recorded as an accounting entry and deducted from assets of the Fund.

7. A custodian bank shall only be permitted to use money and assets of a Fund in order to make payment of fees and charges of the Fund in accordance with law and the Fund charter.

8. The custodian bank shall conduct liquidation of the assets of a fund in accordance with article 14 of these Regulations.

9. The custodian bank shall be responsible to prepare and archive files and vouchers in both written form and in the form of electronic information data files aimed at certifying compliance by the custodian bank and the fund management company with the law (on the standard form in Appendix 4 to these Regulations). All such data must be supplied to authorized bodies conducting the work of checks and inspections at the request of the SSC, and all of this data must be forwarded to the SSC including data within the regulatory scope of provisions on information and confidentiality of information of clients. All of the above-mentioned files and data must be archived for at least fifteen (15) years.

10. The custodian bank shall be responsible to provide, in a prompt, complete and accurate manner, essential information to the fund management company and to the approved independent auditor in accordance with law and in accordance with the provisions in the supervisory contract.

11. The custodian bank shall have the right to require the fund management company to supply it, in a prompt, complete and accurate manner, with essential information relating to the activity of managing assets of the Fund, in order to ensure that the custodian bank is able to fully exercise the rights and discharge the obligations owing to the Fund and to the fund management company in accordance with law.

12. The custodian bank shall be permitted to provide the services of valuation of net asset value of a Fund for the fund management company, but the section of the custodian bank providing this service must be separate as regards its operation, information technology system and reporting system from the section of the custodian bank which exercises the function of supervision. The section of the custodian bank providing the service of valuation of net asset value of the Fund must ensure that it has staff with accounting or auditing practising certificates.

13. The custodian bank shall be permitted to provide the service of preparation, archiving and updating the register of investors if so requested by the fund management company, and the section of the custodian bank which conducts this task must ensure separation of its operation, information technology system and reporting system from the section of the custodian bank which exercises the supervisory function.

Article 29. Termination of rights and obligations owed by the custodian bank and depository bank to a Fund

1. A custodian bank or depository bank shall terminate in full its rights and obligations owing to a Fund in the following circumstances:

(a) The custodian bank or depository bank requests such termination and it is approved by the general meeting of investors or by the members' council;

(b) The custodian bank or depository bank terminates its operation, or is dissolved or declared bankrupt;

(c) At the request of the fund management company as approved by the general meeting of investors or by the members' council;

(d) At the request of the general meeting of investors or of the members' council;

(e) The operational term of the Fund expires, or the Fund is dissolved;

(f) The Fund is merged or consolidated into another Fund pursuant to a decision of the general meeting of investors or of the members' council;

(g) The certificate of registration of the securities depository operation of the custodian bank or depository bank is revoked pursuant to article 51.2 of the Law on Securities;

(h) The custodian bank or depository bank is merged or consolidated into another custodian bank or depository bank.

2. In the cases stipulated in clause 1 above, the rights and obligations of the custodian bank or depository bank owed to the Fund shall be transferred to another custodian bank or depository bank pursuant to article 30 of these Regulations.

Article 30. Changing the custodian bank or depository bank

1. If the custodian bank or depository bank is changed pursuant to article 29 of these Regulations, then the fund management company must report to the SSC on selection of a replacement custodian bank or depository bank and enclose the following documents:

(a) Request for a replacement custodian bank or depository bank from the fund management company enclosing the decision approving the replacement made by the general meeting of shareholders or members' council and stating the reason for the change and enclosing evidence in the case of a change due to the provisions in sub-clauses (c) or (d) of article 29.1 above; or

(b) Request for termination of rights and obligations owing to a Fund from the custodian bank or depository bank (in the cases stipulated in sub-clauses (a), (b), (f), (g) and (h) of article 29.1 above) and documents regarding the termination of operation, dissolution, bankruptcy, merger or consolidation by the custodian bank or depository bank (in the cases stipulated in sub-clauses (b) and (h) of article 29.1 above);

(c) Minutes and resolution of the general meeting of shareholders or members' council regarding change of the custodian bank or depository bank and selection of a replacement custodian bank or depository bank (in the cases stipulated in sub-clauses (a), (b), (c), (d), (f), (g) and (h) of article 29.1 above);

(d) Draft new supervisory contract or draft new depository contract;

(e) Draft amended Fund charter;

(f) Plan on the change and method for dealing with rights and obligations of the parties concerned.

2. Within a time frame of fifteen (15) days from the date the SSC provides approval, the fund management company must publicly announce the change of custodian bank or depository bank for the information of investors.

3. The rights and obligations which a custodian bank or depository bank owes to a Fund shall only terminate at the time of completion of handover of such rights and obligations to the new custodian bank or depository bank. The replacement [new] custodian bank or depository bank must prepare minutes of the handover, signed by the former custodian bank or depository bank as well as the replacement bank and certified by the fund management company and board of trustees of the Fund, and forward same to the SSC.

Article 31. Reporting regime applicable to custodian banks and depository banks

1. The custodian bank must prepare monthly, quarterly and annual reports on its supervision of the management operation by the fund management company of a Fund (on the standard form in Appendix 7 to these Regulations) and send such reports to the SSC.

2. Supervisory reports must assess compliance with the Fund charter, the law on securities and securities market and other relevant laws, and in particular must deal with the following matters:

(a) An assessment of the overall operation of management of the Fund;

(b) Net asset valuations of the Fund, including a reference to each such valuation;

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

(d) Any breaches by the fund management company and proposals for resolving or remedying consequences.

3. All reports sent to the SSC by the custodian bank or depository bank must enclose an electronic data file.

4. The time-limits for lodging reports with the SSC shall be regulated as follows:

(a) Monthly reports must be lodged within five (5) business days from the last day of the month;

(b) Quarterly reports must be lodged within twenty (20) days from the last day of the quarter;

(c) Annual reports must be lodged within ninety (90) days from the last day of the financial year.

5. The custodian bank must report to the SSC within 24 hours of discovering any of the following breaches:

(a) The fund management company is in breach of the provisions of the Fund charter or of the law on securities and securities market;

(b) The fund management company causes large loss from its activities of management of assets and the costs of remedying consequences would be very large;

(c) In other cases as requested by the SSC.

6. In addition to the circumstances stipulated in clauses 1, 2, 3 and 5 of this article, and in necessary cases in order to protect the general interest and the interests of investors, the SSC may require the custodian bank or depository bank to report on its depository and supervisory activities.

7. The custodian bank or depository bank must report to the SSC within 48 hours of receipt of a request to report pursuant to clause 6 of this article.

Chapter IV

INSPECTIONS, SUPERVISION, AND DEALING WITH BREACHES

Article 32. Inspections and supervision

Fund management companies, fund management practitioners, custodian banks, depository banks, and professional staff of custodian banks and depository banks shall be subject to supervision by the SSC and other competent bodies in accordance with law.

Article 33. Dealing with breaches

Any fund management company, fund management practitioner, depository bank, custodian bank or professional staff member of a custodian bank or depository bank who breaches the provisions of law in the securities and securities market sector shall be deal with in accordance with current regulations.

Chapter V

ORGANIZATION OF IMPLEMENTATION

Article 34. Application of the Law on Securities to organizations and individuals who were operating in the securities and securities market sector prior to the date of effectiveness of these Regulations

1. Custodian banks and depository banks must prepare and send to the SSC working rules and professional rules which comply with the provisions in these Regulations within a period of six (6) months as from the date these Regulations take effect.

2. Fund management companies, custodian banks and depository banks must amend their relevant operations for compliance with these Regulations and notify the SSC within a period of six (6) months as from the date these Regulations take effect.