Circular 91/2019/TT-BTC amending Circular stipulating the reporting regime and administrative procedures applicable to fund management companies, securities investment funds and securities investment companies approved by the Minister Issued Finance

CIRCULAR

AMENDMENTS AND SUPPLEMENTS TO SEVERAL CIRCULARS ON REPORTING REGULATIONS AND ADMINISTRATIVE PROCEDURES APPLIED TO FUND MANAGEMENT COMPANIES, SECURITIES INVESTMENT TRUSTS AND INVESTMENT COMPANIES  

Pursuant to the Law on Securities dated June 29, 2006;

Pursuant to the Law on Amendments and Supplements to the Law on Securities dated November 24, 2010;

Pursuant to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012, detailing and guiding the implementation of a number of articles of the Law on Securities and the Law on Amendments and Supplements to a number of articles of the Law on Securities;

Pursuant to the Government’s Decree No. 60/2015/ND-CP dated June 26, 2015 on amendments and supplements to the Government’s Decree No. 58/2012/ND-CP dated July 20, 2012, elaborating and providing instructions on several articles of the Law on Securities and the Law on Amendments and Supplements to the Law on Securities;

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

Upon the request of the President of the State Securities Commission;

The Minister of Finance hereby promulgates the Circular on amendments and supplements to several circulars on reporting regulations and administrative procedures applied to fund management companies, securities investment trusts and investment companies.

Article 1. Amendments and supplements to several articles of the Circular No. 212/2012/TT-BTC dated December 5, 2012 of the Ministry of Finance, providing instructions about establishment, organization and operation of fund management companies (hereinafter referred to as Circular No. 212/2012/TT-BTC), including:

1. Clause 2 of Article 2 shall be amended as follows:

“2. Valid copy means a copy issued as an extract from a master document, a copy certified by a competent authority or body, or a copy proven identical to the primary document."

2. Clause 7 of Article 2 shall be amended as follows:

“7. Personal documentation include an information sheet designed by using the form given in the Appendix No. 03 to this Circular, a valid copy of 9- or 12-digit ID card, passport or other legitimate personal credentials.

3. Clause 5 of Article 10 shall be amended as follows:

“5. Within 90 days after the financial year ends, fund management companies must prepare their internal audit reports for submission to the State Securities Commission.  These reports must clarify potential risks arising from their business, management of investor’s assets held in trust, inspection and oversight activities carried out at specific units, departments or licensed operations.  They must communicate the results of internal audit engagements, clarifying internal audit opinions, conclusions and bases for forming auditor’s opinions; auditee’s explanations; remedial and disciplinary actions (if any)."

4. Appendix No. 01 pertaining to the sample operating report of fund management company, replacing the Appendix No. 09 to the Circular No. 212/2012/TT-BTC, shall be enclosed herewith.

5. Appendix No. 02 pertaining to the sample investment portfolio management report, replacing the Appendix No. 10 to the Circular No. 212/2012/TT-BTC, shall be enclosed herewith.

6. Clause 7 of Article 9, clause 4 of Article 26 shall be repealed.

Article 2. Amendments, supplements or abolishment of several articles of the Circular No. 183/2011/TT-BTC dated December 16, 2011 of the Ministry of Finance, providing instructions about establishment and management of open-end funds (hereinafter referred to as Circular No.183/2011/TT-BTC), including:

1. Clause 8 of Article 2 shall be amended as follows:

“8. Personal documentation include an information sheet designed by using the form given in the Appendix No. 07 to this Circular, a valid copy of 9- or 12-digit ID card, passport or other legitimate personal credentials.

2. Clause 31 shall be added to Article 2 as follows:

“31. Valid copy means a copy issued as an extract from a master document, a copy certified by a competent authority or body, or a copy proven identical to the primary document."

3. The phrase “authenticated copy” at point c of clause 3 of Article 39 in the Circular No. 183/2011/TT-BTC shall be replaced by the phrase “valid copy”.

4. Point d of clause 3 of Article 39 shall be amended as follows:

“d) Interpretation of technical facilities and personnel at places of distribution of fund units shall be made in accordance with the sample given in the Appendix No. 08 hereto; the list of staff members holding stock broker certificates and personal documentation prescribed in clause 8 of Article 2 in this Circular;”

5. Point a of clause 1 of Article 45 shall be amended as follows:

“a) Monthly, quarterly or annual report on investments of the open-end investment trust made by using the sample report given in the Appendix No. 34 hereto”

6. Appendix No. 03 pertaining to the sample report on investments of the open-end investment trust, replacing the Appendix No. 31 and 34 to the Circular No.183/2011/TT-BTC, shall be enclosed herewith.

7. Point c and d of clause 1 of Article 45 shall be abolished.

Article 3. Amendments to several articles of the Circular No. 224/2012/TT-BTC dated December 26, 2012 of the Ministry of Finance, providing instructions about establishment and management of closed-end or private mutual funds (hereinafter referred to as Circular No. 224/2012/TT-BTC), including:

1. Clause 1 of Article 2 shall be amended as follows:

“1. Valid copy means a copy issued as an extract from a master document, a copy certified by a competent authority or body, or a copy proven identical to the primary document."

2. Clause 5 of Article 2 shall be amended as follows:

“5. Personal documentation include an information sheet designed by using the form given in the Appendix No. 19 to this Circular, a valid copy of 9- or 12-digit ID card, passport or other legitimate personal credentials.”

3. The phrase “certified copy” at point dd of clause 3 of Article 21 in the Circular No. 224/2012/TT-BTC shall be replaced by the phrase “valid copy”.

4. Appendix No. 04 pertaining to the sample report on investments of the closed-end investment trust or the private mutual fund, replacing the Appendix No.17 to the Circular No.224/2012/TT-BTC, shall be enclosed herewith.

Article 4. Amendments and supplements to several articles of the Circular No. 227/2012/TT-BTC dated December 27, 2012 of the Ministry of Finance, providing instructions about operation and management of investment companies (hereinafter referred to as Circular No.227/2012/TT-BTC), including:

1. Clause 3 of Article 2 shall be amended as follows:

“3. Personal documentation include an information sheet designed by using the form given in the Appendix No. 21 to this Circular, a valid copy of 9- or 12-digit ID card, passport or other legitimate personal credentials.”

2. Clause 9 shall be added to Article 2 as follows:

“9. Valid copy means a copy issued as an extract from a master document, a copy certified by a competent authority or body, or a copy proven identical to the primary document."

3. Appendix No. 05 pertaining to the sample report on investments of the investment company, replacing the Appendix No. 18 to the Circular No. 227/2012/TT-BTC, shall be enclosed herewith.

Article 5. Amendments and supplements to several articles of the Circular No. 228/2012/TT-BTC dated December 27, 2012 of the Ministry of Finance, providing instructions about establishment and management of real estate investment trusts (hereinafter referred to as Circular No.228/2012/TT-BTC), including:

1. Clause 4 of Article 2 shall be amended as follows:

“4. Personal documentation include an information sheet designed by using the form given in the Appendix No. 09 to this Circular, a valid copy of 9- or 12-digit ID card, passport or other legitimate personal credentials.

2. Clause 16 shall be added to Article 2 as follows:

“16. Valid copy means a copy issued as an extract from a master document, a copy certified by a competent authority or body, or a copy proven identical to the primary document."

3. Appendix No. 06 pertaining to the sample report on investments of the real estate investment trust or the real estate securities investment company, replacing the Appendix No. 22 to the Circular No. 228/2012/TT-BTC, shall be enclosed herewith.

Article 6. Amendments, supplements to, and abolishment of, several articles of the Circular No. 229/2012/TT-BTC dated December 27, 2012 of the Ministry of Finance, providing instructions about establishment and management of exchange traded funds (hereinafter referred to as Circular No. 229/2012/TT-BTC), including:

1. Clause 8 of Article 2 shall be amended as follows:

“8. Personal documentation include an information sheet designed by using the form given in the Appendix No. 12 to this Circular, a valid copy of 9- or 12-digit ID card, passport or other legitimate personal credentials.

2. Clause 23 shall be added to Article 2 as follows:

“23. Valid copy means a copy issued as an extract from a master document, a copy certified by a competent authority or body, or a copy proven identical to the primary document."

3. Point d of clause 3 of Article 24 shall be amended as follows:

“b) Monthly, quarterly or annual report on investments of the exchange traded fund (ETF) made by using the sample report given in the Appendix No. 18 hereto”

4. Appendix No. 07 pertaining to the sample report on investments of the ETF, replacing the Appendix No. 18 and 19 to the Circular No. 229/2012/TT-BTC, shall be enclosed herewith.

5. Clause 1 of Article 24, point c and d of clause 3 of Article 24, and Appendix No. 14 to the Circular No. 229/2012/TT-BTC shall be abolished.

Article 7. Amendments to and abolishment of several Articles of the Circular No. 105/2016/TT-BTC dated June 29, 2016 of the Ministry of Finance, providing instructions about foreign indirect investments of securities trading organizations, securities investment trusts, securities investment companies and insurance companies (hereinafter referred to as Circular No. 105/2016/TT-BTC), including:

1. Point d of clause 5 of Article 5 shall be amended as follows:

“d) Securities trading organizations shall submit monthly reports on the progress of finalization of investments awaiting complete finalization to the State Securities Commission until these investments are completely finalized.  Securities companies shall make these reports by using the sample report given in Appendix No. 09 hereto. Fund management companies shall make these reports by using the sample operating report of the fund management company in accordance with laws on establishment, organization and operation of fund management companies.”

2. Point d of clause 5 of Article 7 shall be amended as follows:

“d) With respect to investments not yet finalized completely, fund management companies, private securities investment companies that manage funds on their own shall submit monthly reports on the progress of finalization of foreign indirect investments of securities investment trusts and securities investment companies to the State Securities Commission by using the sample report on investments of the securities investment trust and the securities investment company prescribed in laws on establishment and management of securities investment trusts, and laws on establishment, organization, operation and management of securities investment companies until investments are finalized completely.  

3. Point dd of clause 5 of Article 11 shall be amended as follows:

“dd) As for investment fiduciary agreements awaiting complete liquidation or termination, fund management companies shall submit monthly reports on the progress of settlement to the State Securities Commission by using the sample portfolio management report prescribed in laws on establishment, organization and operation of fund management companies until these agreements are completely liquidated or terminated.”    

4. Point b of clause 2 of Article 19, and point b of clause 3 of Article 19, Appendix No. 10; Appendix No. 11, 12 and 13 to the Circular No. 105/2016/TT-BTC shall be repealed.

Article 8. Entry into force

1. This Circular shall enter into force on February 15, 2020.

2. The State Securities Commission, securities companies, fund management companies, supervisory banks, depository banks, other entities and persons concerned shall be responsible for enforcing this Circular./.

APPENDIX 01

(Replacing the Appendix 09 to the Circular No. 212/2012/TT-BTC dated December 5, 2012 of the Minister of Finance, providing instructions about establishment, organization and operating of fund management companies)

Sample operating report designed for fund management companies

(To the Circular No. 91/2019/TT-BTC dated December 31, 2019 of the Minister of Finance, prescribing amendments and supplements to several circulars on reporting regulations and administrative procedures applied to fund management companies, securities investment trusts and investment companies)

SAMPLE OPERATING REPORT OF FUND MANAGEMENT COMPANY

(Made on a Monthly/Quarterly/Annual basis)

Dear State Securities Commission

I. Information about the fund management company’s business

1. Mutual fund management

2. Investment portfolio management

3. Securities investment consultancy

4. Own-account trading of foreign indirect investments (if any)

(only applicable to monthly reports)

4.1 Situations of own-account trading limits of foreign indirect investments

(Applying the real exchange rate available at the trading time)  

4.2 Organizations opening transaction accounts

4.3 Own-account trading of foreign indirect investments

a. Own-account trading of securities

(Conversions between VND and foreign currencies are made by using real trading exchange rates available at the trading time)

b. Holding of securities and foreign indirect investments

(measured according to the holding value of foreign currencies)

(Conversions between VND and foreign currencies are made by using real trading exchange rates available at the trading time)

* Notes:

Column (2) must specify types of securities using ticker symbols of securities that securities companies are holding.

Column (3) indexes securities that securities companies are holding, except securities in transit to accounts.

Column (4) shows amounts calculated according to agreed-upon purchase prices/capital contribution prices; 

Column (5) shows real exchange rates applied to conversions between VND and other foreign currency at the trading time;

Column (6) shows closing prices or average trading prices determined at the reporting time or rational values of unlisted securities.

As for bonds, column (8) and (9) may be kept blank.

5. Other trades performed in compliance with laws

II. Company’s personnel information

1. Organizational structure

2. Training programs (included in annual reports only)

III. Issues and recommendations

1. Legal framework

2. State Securities Commission’s administration and governance

3. Other issues

APPENDIX 02

(As a replacement for Appendix 10 to the Circular No. 212/2012/TT-BTC dated December 5, 2012 of the Minister of Finance, providing instructions about establishment, organization and operation of fund management companies)

Sample Report on portfolio management operations

(To the Circular No. 91/2019/TT-BTC dated December 31, 2019 of the Minister of Finance, amending and supplementing several Circulars setting out reporting regulations and administrative procedures applied to fund management companies, securities investment trusts and investment companies)

REPORT ON PORTFOLIO MANAGEMENT OPERATIONS

(Made on a Monthly basis)

Dear: State Securities Commission

1. Fund management company's name:

2. Depository bank’s name:

3. Depository account:………………………

4. Reporting date:

A. GENERAL PORTFOLIO MANAGEMENT REPORT (Unit:…VND)

I. General information about assessment of investment portfolio management activities

II. Assessment of transactions arising from portfolio management activities performed within a period

III. General information about each portfolio management agreement

1. Client’s name:

2. Depository account:………………………

IV. General information about portfolio management agreements

B. REPORT ON ASSESSMENT OF MANAGEMENT OF FOREIGN INDIRECT INVESTMENT PORTFOLIOS (if any)

I. Assessment of implementation of limits on foreign indirect investments held in trust

(Conversions between VND and foreign currencies are made by using real trading exchange rates available at the trading time)

II. General information about assessment of management of foreign indirect investment portfolios

III. Assessment of transactions arising from portfolio management activities performed within a period

(Conversions between VND and foreign currencies are made by using real trading exchange rates available at the trading time)

IV. General information about each foreign indirect investment management agreement

1. Client’s name:

2. Depository account:………………………

(Conversions between VND and foreign currencies are made by using real trading exchange rates available at the reporting time)

V. General information about foreign indirect investment management agreements

(Conversions between VND and foreign currencies are made by using real trading exchange rates available at the reporting time)

APPENDIX 03

(As a replacement for Appendix No. 31 and 34 to the Circular No. 183/2011/TT-BTC dated December 16, 2011 of the Minister of Finance, providing instructions about establishment and management of open-end funds)

Sample Report on open-end fund’s investments

(To the Circular No. 91/2019/TT-BTC dated December 31, 2019 of the Minister of Finance, amending and supplementing several Circulars setting out reporting regulations and administrative procedures applied to fund management companies, securities investment trusts and investment companies)

REPORT ON OPEN-END FUND’S INVESTMENTS

(Made on a Monthly/Quarterly/Annual basis)

Dear: State Securities Commission

1. Fund management company's name:

2. Supervisory bank’s name:

3. Fund’s name:

4. Reporting date:

A. GENERAL REPORT ON FUND’S INVESTMENTS (Unit:…VND)

I. Asset report

II. Income statement

III. Investment portfolio report

IV. Report on lending, redemption and buyback transactions