Circular 91/2019/TT-BTC amend circulars on reporting regime applicable to fund management companies

CIRCULAR

Amending and supplementing a number of circulars on reporting regime and administrative procedures applicable to fund management companies, securities investment funds and securities investment companies^[1]

Pursuant to the June 29, 2006 Law on Securities;

Pursuant to the November 24, 2010 Law Amending and Supplementing a Number of Articles of the Law on Securities;

Pursuant to the Government’s Decree No. 58/2012/ND-CP of July 20, 2012, detailing and guiding a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;

Pursuant to the Government’s Decree No. 60/2015/ND-CP of June 26, 2015, amending and supplementing a number of articles of the Government’s Decree No. 58/2012/ND-CP of July 20, 2012, detailing and guiding a number of articles of the Law on Securities and the Law Amending and Supplementing a Number of Articles of the Law on Securities;

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

At the proposal of the Chairperson of the State Securities Commission;

The Minister of Finance promulgates the Circular amending and supplementing a number of circulars on reporting regime and administrative procedures applicable to fund management companies, securities investment funds and securities investment companies.

Article 1. To amend or annul a number of articles of the Ministry of Finance’s Circular No. 212/2012/TT-BTC of December 5, 2012, guiding the establishment, organization and operation of fund management companies (below referred to as Circular No. 212/2012/TT-BTC), as follows: 

1. To amend Clause 2, Article 2 as follows:

“2. Valid copy means a copy issued from the master register or copy certified as true copy by a competent agency or organization, or copy proved to match its original after comparison.”

2. To amend Clause 7, Article 2 as follows:

“7. Personal record may be a curriculum vitae made according to the form provided in Appendix 03 to this Circular, a valid copy of people’s identity card or citizen identity card or passport or another lawful personal identification paper.”

3. To amend Clause 5, Article 10 as follows:

“5. Within 90 (ninety) days from the end of a fiscal year, the fund management company shall make and send an internal control report to the State Securities Commission. Such report must indicate latent risks to the company’s operation, management of entrusting customers’ assets and inspection and supervision in each unit, division and licensed professional operation. The internal control report must also have contents of the internal audit report, stating internal audit evaluation and conclusions, grounds for giving audit opinions; explanations from the auditee; and remedies for, and handling of, violations (if any).”

4. To issue together with this Circular Appendix 01 providing a form of report on operation of fund management companies in replacement of Appendix 09 to Circular No. 212/2012/TT-BTC.

5. To issue together with this Circular Appendix 02 providing a form of report on portfolio management in replacement of Appendix 10 to Circular No. 212/2012/TT-BTC.

6. To annul Clause 7, Article 9 and Clause 4, Article 26.

Article 2. To amend, supplement or annul a number of articles of the Ministry of Finance’s Circular No. 183/2011/TT-BTC of December 16, 2011, guiding the establishment and management of open-end funds (below referred to as Circular No. 183/2011/TT-BTC), as follows:

1. To amend Clause 8, Article 2 as follows:

“8. Personal record may be a curriculum vitae made according to the form provided in Appendix 07 to this Circular, a valid copy of people’s identity card or citizen identity card or passport or another lawful personal identification paper.”

2. To add the following Clause 31 to Article 2:

 “31. Valid copy means a copy issued from the master register or copy certified as true copy by a competent agency or organization, or copy proved to match its original after comparison.”

3. To replace the phrase “a certified copy” at Point c, Clause 3, Article 39 of Circular No. 183/2011/TT-BTC with the phrase “a valid copy.”

4. To amend Point dd, Clause 3, Article 39 as follows:

“d/ A paper presenting physical and technical foundations and personnel organization at locations for fund certificate distribution, made according to the form provided in Appendix 08 to this Circular; list of persons possessing securities brokerage practice certificates together their personal records in accordance with Clause 8, Article 2 of this Circular;”

5. To amend Point a, Clause 1, Article 45 as follows:

“a/ Monthly, quarterly and annual reports on investment activities of open-end funds shall be made according to the form provided in Appendix 34 to this Circular.”

6. To issue together with this Circular Appendix 03 providing a form of report on investment activities of open-end funds in replacement of Appendices 31 and 34 to Circular No. 183/2011/TT-BTC.

7. To annul Points c and d, Clause 1, Article 45.

Article 3. To amend a number of articles of the Ministry of Finance’s Circular No. 224/2012/TT-BTC of December 26, 2012, guiding the establishment and management of closed-end funds and member funds (below referred to as Circular No. 224/2012/TT-BTC), as follows: 

1. To amend Clause 1, Article 2 as follows:

“1. Valid copy means a copy issued from the master register or copy certified as true copy by a competent agency or organization, or copy proved to match its original after comparison.”

2. To amend Clause 5, Article 2 as follows:

“5. Personal record may be a curriculum vitae made according to the form provided in Appendix 19 to this Circular, a valid copy of people’s identity card or citizen identity card or passport or another lawful personal identification paper.”

3. To replace the phrase “a certified copy” at Point dd, Clause 3, Article 21 of Circular No. 224/2012/TT-BTC with the phrase “a valid copy.”

4. To issue together with this Circular Appendix 04 providing a form of report on investment activities of closed-end funds and member funds in replacement of Appendix 17 to Circular No. 224/2012/TT-BTC.

Article 4. To amend and supplement a number of articles of the Ministry of Finance’s Circular No. 227/2012/TT-BTC of December 27, 2012, guiding the establishment, organization, operation and management of securities investment companies (below referred to as Circular No. 227/2012/TT-BTC), as follows:

1. To amend Clause 3, Article 2 as follows:

“3. Personal record may be a curriculum vitae made according to the form provided in Appendix 21 to this Circular, a valid copy of people’s identity card or citizen identity card or passport or another lawful personal identification paper.”

2. To add the following Clause 9 to Article 2:

“9. Valid copy means a copy issued from the master register or copy certified as true copy by a competent agency or organization, or copy proved to match its original after comparison.”

3. To issue together with this Circular Appendix 05 providing a form of report on investment activities of securities investment companies in replacement of Appendix 18 to Circular No. 227/2012/TT-BTC.

Article 5. To amend and supplement a number of articles of the Ministry of Finance’s Circular No. 228/2012/TT-BTC of December 27, 2012, guiding the establishment and management of real estate investment funds (below referred to as Circular No. 228/2012/TT-BTC), as follows: 

1. To amend Clause 4, Article 2 as follows:

“4. Personal record may be a curriculum vitae made according to the form provided in Appendix 9 to this Circular, a valid copy of people’s identity card or citizen identity card or passport or another lawful personal identification paper.”

2. To add the following Clause 16 to Article 2:

“16. Valid copy means a copy issued from the master register or copy certified as true copy by a competent agency or organization, or copy proved to match its original after comparison.”

3. To issue together with this Circular Appendix 06 providing a form of report on investment activities of real estate investment funds and real estate securities investment companies in replacement of Appendix 22 to Circular No. 228/2012/TT-BTC.

Article 6. To amend, supplement or annul a number of articles of the Ministry of Finance’s Circular No. 229/2012/TT-BTC of December 27, 2012, guiding the establishment and management of exchange-traded funds (below referred to as Circular No. 229/2012/TT-BTC), as follows:

1. To amend Clause 8, Article 2 as follows:

“8. Personal record may be a curriculum vitae made according to the form provided in Appendix 12 to this Circular, a valid copy of people’s identity card or citizen identity card or passport or another lawful personal identification paper.”

2. To add the following Clause 23 to Article 2:

“23. Valid copy means a copy issued from the master register or copy certified as true copy by a competent agency or organization, or copy proved to match its original after comparison.”

3. To amend Point b, Clause 3, Article 24 as follows:

“b/ Monthly, quarterly and annual reports on investment activities of exchange-traded funds shall be made according to the form provided in Appendix 18 to this Circular.”

4. To issue together with this Circular Appendix 07 providing a form of report on investment activities of exchange-traded funds in replacement of Appendices 18 and 19 to Circular No. 229/2012/TT-BTC.

5. To annul Clause 1, and Points c and d, Clause 3, Article 24 of, and Appendix 14 to, Circular No. 229/2012/TT-BTC.

Article 7. To amend or annul a number of articles of the Ministry of Finance’s Circular No. 105/2016/TT-BTC of June 29, 2016, guiding offshore indirect investment activities of securities trading institutions, securities investment funds, securities investment companies and insurance businesses (below referred to as Circular No. 105/2016/TT-BTC), as follows:

1. To amend Point d, Clause 5, Article 5 as follows:

“d/ For investments not yet completely liquidated, the securities trading institution shall monthly send to the State Securities Commission a report on liquidation of investments until the liquidation of such investments is completed. Securities companies shall make reports according to the form provided in Appendix 09 to this Circular. Fund management companies shall make reports according to the form of report on operation of fund management companies in accordance with the regulations on establishment, organization and operation of fund management companies.”

2. To amend Point d, Clause 5, Article 7 as follows:

“d/ For investments not yet completely liquidated, the fund management company or private securities investment company that self-manages its capital shall monthly send to the State Securities Commission a report on liquidation of offshore indirect investments of the securities investment fund or securities investment company, made according to the form of report on investment activities of securities investment funds or securities investment companies in accordance with the regulations on establishment and management of securities investment funds, or the regulations on establishment, organization, operation and management of securities investment companies until the liquidation of such investments is completed.”

3. To amend Point dd, Clause 5, Article 11 as follows:

“dd/ For investment entrustment contracts not yet completely liquidated, the fund management company shall monthly send to the State Securities Commission a report on liquidation of investment entrustment contracts, made according to the form of report on portfolio management in accordance with the regulations on establishment, organization and operation of fund management companies until the liquidation of such contracts is completed.”

4. To annul Point b, Clause 2, and Point b, Clause 3, Article 19 of, and Appendices 10, 11, 12 and 13 to, Circular No. 105/2016/TT-BTC.

Article 8. Implementation provisions

1. This Circular takes effect on February 15, 2020.

2. The State Securities Commission, securities companies, fund management companies, supervisory banks, depository banks, and related organizations and individuals shall implement this Circular.-

For the Minister of Finance
Deputy Minister
HUYNH QUANG HAI

* The appendices to this Circular are not translated.