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INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS ACT
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INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS ACT
INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS ACT
INTRODUCTION
Details of Enactment and Amendment
- Enactment: This Act was enacted in accordance with the Act No. 6987 on October 4, 2003 in order to prescribe matters necessary for
the composition of indirect investment funds, the operation of assets and the protection of investors with the aim of contributing
to the development of the national economy through the revitalization of indirect investments on the capital market.
- Amendment: This Act has arrived at its present form as a result of being amended 5 times following its enactment. The latest amendment
was on July 29, 2005.
Main Contents
- The act of operating assets that are of economic value while collecting funds, etc. from investors in accordance with the regulations
governing general definitions of indirect investments is required to be subject to the application of this Act.
- Any asset management company that is licensed under this Act is required to establish and operate investment trust on trust properties
that are commissioned by investors, to enter into a contract with any trustee company for management and custody of trust properties
and to entrust any selling company with sales of beneficial securities.
- When any investment company that is incorporated in the form of a stock company under the Commercial Act intends to operate properties
that are commissioned by investors, such investment company is required to have such properties registered with the Financial Supervisory
Commission and to entrust any asset operation company with operation of the properties, any asset custody company with custody and
management of the properties and any selling company with sales of shares of the relevant investment company, respectively.
- Any person who intends to become a dominating stockholder of an asset management company by acquiring its stocks shall obtain the
prior approval of the Financial Supervisory Commission after having sufficient investment capability, etc., and the Financial Supervisory
Commission may give orders to dispose of stocks acquired without such approval during a period of time of 6 months or less fixed
by the Financial Supervisory Commission.
- Any asset operation company is required to expand its investment available to financial derivatives and real estate, etc. in addition
to securities, to adopt the system of general meeting of beneficiaries for investment trust and the corporation director system in
an investment company, to place limits on investment in the same item of securities and to impose restrictions on transactions with
interested persons in order to ensure sound operation of indirect investment properties.
- Diversified means of investment are provided to investors by introducing a real estate indirect investment organization in the form
of an investment company.
- A private subscription specialized company, being an indirect investment organization the purpose of which is to enhance the value
of an investment object enterprise by means of the participation in the management right, the improvement of business structure and
governance structure, etc. as well as to share the profits among employees of that company, by investing assets thereof in stocks
or shares of that enterprise, may be established as a limited partnership company referred to in the Commercial Act.
- The regulations governing the investment counsel business or the discretionary investment business, which are provided for in the
Securities and Exchange Act, are transferred to this Act and counsels offered by the investment counsel business and investments
subject to the discretionary in the discretionary investment business are expanded to transactions, etc. in derivatives in addition
to securities and the regulations governing restrictions on the holding concurrent offices or posts and the protection of investors
are tightened.
INDIRECT INVESTMENT ASSET MANAGEMENT BUSINESS ACT
Act No. 6987, Oct. 4, 2003
Amended by Act No. 7221, Oct. 5, 2004
Act No. 7335, Jan. 14, 2005
Act No. 7386, Jan. 27, 2005
Act No. 7428, Mar. 31, 2005
Act No. 7618, Jul. 29, 2005
CHAPTER I GENERAL PROVISIONS
Article 1 (Purpose)
The purpose of this Act is to prescribe necessary matters concerning the composition of the indirect investment fund, etc. and the
management of assets as well as the protection of investors in order to contribute to the development of the national economy through
the revitalization of the indirect investment in the capital market. <Amended by Act No. 7221, Oct. 5, 2004>
Article 2 (Definitions of Terms)
The terms used in this Act shall be defined as follows: <Amended by Act No. 7221, Oct. 5, 2004>
1.The term indirect investment means collecting funds, etc. from investors to manage the assets falling under each of the following
subparagraphs (hereinafter referred to as the assets ) and to distribute profits accruing from the management of such assets to
investors: Provided, That any indirect investment made by persons prescribed by the Presidential Decree shall not be deemed the indirect
investment:
(a)Investment securities;
(b)Exchange traded derivatives or over-the-counter derivatives;
(c)Real estate;
(d)Real assets; and
(e)Others prescribed by the Presidential Decree;
2.The term indirect investment fund, etc. means any investment trust and any investment company (hereinafter referred to as the
indirect investment fund ) aimed for making indirect investments, and any private equity fund;
3.The term investment trust means the indirect investment fund that is used by any truster to collect funds, etc. from investors
for any trustee to invest in and manage the property (hereinafter referred to as the investment trust property ) according to the
former s instructions and then distribute beneficial rights accruing therefrom to investors;
4.The term investment company means the indirect investment fund that is the stock company incorporated in accordance with the Commercial
Act to manage the property of any company (hereinafter referred to as the investment company property ) as assets and distribute
profits accruing therefrom to stockholders;
4-2.The term private equity fund means any limited partnership company that is incorporated in accordance with the Commercial Act
for the purpose of investing the property of any company (hereinafter referred to as the private equity fund property ) in shares
or equity, etc. of any other company to raise the values of the shares and equity of the invested company by means of participation
in corporate governance and improvements in the business structure or the control structure, etc. and to distribute profits accruing
from higher values of the shares and equity of the invested company to partners;
5.The term investment advisory business means the business of offering counsel about the value of assets prescribed by the Presidential
Decree (hereinafter referred to as the investment advisory assets ) or offering investment judgment (referring to the judgment on
kinds, items, quantities, prices and the classification, ways and the timing of transaction, etc. of the investment advisory assets
that are subject to investment; hereinafter the same shall apply) on the investment advisory assets by means of oral statement, document
or others: Provided, That advice that is prescribed by the Presidential Decree and offered to many and unspecified persons by means
of public disclosure and e-mails, etc. shall be excluded;
6.The term discretionary investment business means the business of making investment for any client after being entrusted, in whole
or in part, by him with the service of making investment judgment based on the analysis of the value of the investment advisory assets,
etc.;
7.The term investment securities means those falling under any of the following items:
(a)Securities (excluding securities option, etc. prescribed by the Presidential Decree and hereinafter referred to as the securities
) provided for in Article 2 (1) and (2) of the Securities and Exchange Act;
(b)Bills and debt certificates that are issued, sold or brokered by financial institutions prescribed by the Presidential Decree;
(c)Securities denominated in foreign currency prescribed by the Presidential Decree from among securities denominated in foreign currency
provided for in the Foreign Exchange Transactions Act; and
(d)Instruments prescribed by the Presidential Decree from among instruments that carry the indication of property-value rights;
8.The term exchange traded derivatives means transactions, prescribed by the Presidential Decree, which are performed on currencies,
investment securities, interest rates, indirect investment securities, real estate and real assets or the prices of currencies, investment
securities, interest rates, indirect investment securities, real estate and real assets and price-based index numbers in the securities
market provided for in Article 2 (12) of the Securities and Exchange Act (hereinafter referred to as the securities market ), in
the KOSDAQ provided for in Article 2 (14) of the same Act (hereinafter referred to as the KOSDAQ ), in the futures market provided
for in subparagraph 3 of Article 3 of the Futures Trading Act and in other foreign markets similar to aforementioned markets, which
are prescribed by the Presidential Decree (hereafter in this Article referred to as the securities markets, etc. );
9.The term over-the-counter derivatives means transactions, prescribed by the Presidential Decree, which are performed on currencies,
investment securities, interest rates, indirect investment securities, real estate and real assets or the prices of currencies, investment
securities, interest rates, indirect investment securities, real estate and real assets and price-based index numbers outside the
securities markets, etc.;
10.The term real assets means farm products, livestock products, fishery products, forest products, mineral products, goods belonging
to energy, goods that are manufactured and processed by using such goods as raw materials and other goods similar thereto which are
prescribed by the Presidential Decree;
11.The term short-term financial instruments means the instruments, including the provision of funds under the short-term fund transaction
of not more than 30 days between financial institutions (hereinafter referred to as the short-term lending ) and bills and debt
certificates, etc. referred to in subparagraph 7 (b), which are all traded in the financial market for a short term;
12.The term indirect investment property means the investment trust property and investment company property;
13.The term indirect investment securities means the beneficiary certificates of investment trust and the stock of the investment
company;
14.The term beneficiary means the person who holds the beneficial rights of investment trust provided for in Article 47;
15.The term indirect investor means the beneficiary of investment trust and the stockholder of the investment company; and
16.The term asset management company means the person who becomes a truster of the investment trust or the corporate director of
the investment company provided for in Article 77 (1) to run the business of managing the indirect investment property, who are each
licensed by the Financial Supervisory Commission in accordance with Article 4 (1).
Article 3 (Scope of Application, etc.)
(1)This Act shall apply to any indirect investment, any act performed in relation therewith and any actor involved therein.
(2)Any person shall be prohibited from running the business of indirect investment without obtaining a license therefor under this
Act.
(3)Any person who intends to run the business of managing, keeping in custody and managing any indirect investment property, or selling
and redeeming any indirect investment securities and managing any indirect investment fund, etc. shall obtain a license or have his
business registered under this Act.
CHAPTER II INDIRECT INVESTMENT MANAGER AND RELATED PERSONS
SECTION 1 Asset Management Company
Article 4 (Asset Management Company)
(1)Every asset management company shall be a stock company provided for in the Commercial Act or a financial institution prescribed
by the Presidential Decree, and obtain a license from the Financial Supervisory Commission in accordance with Articles 5 and 6.
(2)Any person who obtains a license in accordance with paragraph (1) shall run the business falling under each of the following subparagraphs:
1.The business of establishing and terminating the investment trust;
2.The business of managing the investment trust property and offering management instructions;
3.The business of managing the investment company property; and
4.Other businesses prescribed by the Presidential Decree.
(3)Every asset management company may sell the indirect investment securities of indirect investment fund managed by it under the
conditions as prescribed by the Presidential Decree besides the business referred to in each subparagraph of paragraph (2). In this
case, the provisions governing the distribution company provided for in Article 26 (2) shall apply to the relevant asset management
company.
Article 5 (Requirements for License)
(1)Any person who intends to obtain a license in accordance with Article 4 (1) shall fulfill the requirements falling under each of
the following subparagraphs: <Amended by Act No. 7386, Jan. 27, 2005>
1.His capital is required to be not less than 10 billion won (3 billion won in the case of an asset management company which is entrusted
with the management of assets only from the infrastructure fund under the Act on Private Participation in Infrastructure);
2.He is required to have manpower and facilities, including data-processing equipment, which are fully adequate to run the business
of his asset management company;
3.His business program is required to be feasible and sound;
4.He is required not to have any officer falling under each subparagraph of Article 8 (1) from among his officers; and
5.Major investors prescribed by the Presidential Decree are required to have full investment capability, sound financial standing
and social credit.
(2)Necessary matters concerning details of the requirements for the license referred to in paragraph (1) shall be prescribed by the
Presidential Decree.
Article 5-2 (Approval etc. of Alteration of Major Stockholders)
(1)Any person who intends to become a major stockholder prescribed by the Presidential Decree by acquiring the stocks of asset management
company shall equip himself with the requirements prescribed by the Presidential Decree for a sound management among the requirements
for major stockholders under the provisions of Article 5 (1) 5 and (2), and obtain in advance an approval of the Financial Supervisory
Commission.
(2) The Financial Supervisory Commission may order a disposition of the stocks acquired without obtaining an approval under the provisions
of paragraph (1) by setting the period within six months.
(3) Any person who has acquired the stocks without obtaining an approval under the provisions of paragraph (1) shall not exercise
the voting right on the acquired portion of stocks obtained without an approval.
(4) Matters necessary for detailed requirements for approvals and orders under the provisions of paragraphs (1) and (2) shall be prescribed
by the Presidential Decree.
[This Article Newly Inserted by Act No. 7618, Jul. 29, 2005]
Article 6 (Procedures for License)
(1)Any person who intends to obtain a license in accordance with Article 4 (1) shall file a written application with the Financial
Supervisory Commission for such license under the conditions as prescribed by the Presidential Decree.
(2)Any person who intends to apply for the license referred to in paragraph (1) (hereafter in this Article referred to as the main
license ) may file in advance a preliminary application with the Financial Supervisory Commission. In this case, the Financial Supervisory
Commission shall examine such preliminary application and notify the applicant of its decision on whether to grant him the license
within the period set by the Ordinance of the Ministry of Finance and Economy.
(3)The Financial Supervisory Commission may set conditions to any main license and any preliminary license under the conditions as
prescribed by the Presidential Decree.
(4)The Financial Supervisory Commission shall, when any person who has obtained a preliminary license files an application for a main
license, grant him the main license after confirming his implementation of the conditions set to his preliminary license.
(5)The Financial Supervisory Commission shall, when it grants any main license, publish without delay contents of such main license
in the Official Gazette and make it known to the public by means of computer communications, etc.
(6)Necessary matters concerning detailed procedures, etc. for the main and preliminary license shall be prescribed by the Presidential
Decree.
Article 7 (Firm Name)
(1)Every asset management company shall use the letters of asset management in its firm name: Provided, That the same shall not
apply to a case where any financial institution incorporated under the Banking Act, any insurance company incorporated under the
Insurance Business Act and any merchant bank incorporated under the Merchant Banks Act concurrently run the business of the asset
management company.
(2)Any person who is not the asset management company shall be prohibited from using the letters of asset management , investment
trust or similar letters in his firm name.
Article 8 (Qualifications of Officers)
(1)Any person falling under each of the following subparagraphs shall be disqualified from becoming an officer of any asset management
company: <Amended by Act No. 7428, Mar. 31, 2005>
1.A minor, an incompetent or a quasi-incompetent;
2.A person who has yet to be reinstated after having been declared bankrupt;
2.A person who has yet to be reinstated after having been declared bankrupt;
Enforcement Date: Apr. 1, 2006
3.A person who has been sentenced to imprisonment without prison labor or a heavier punishment, or has been sentenced to a fine or
a heavier punishment in accordance with this Act or finance-related Acts and subordinate statutes prescribed by the Presidential
Decree (hereinafter referred to as finance-related Acts and subordinate statutes : Provided, That foreign Acts and subordinate statutes
equivalent thereto shall be included in this Article) and for whom five years have yet to expire from the date on which the execution
of such sentence was terminated or exempted (including a case where the execution of such sentence is deemed terminated);
4.A person who is in a stay period after having been sentenced to a stay of the execution of the imprisonment without prison labor
or a heavier punishment;
5.A person who has worked as an officer or an employee for a company or a corporation, whose license, authorization and registration,
etc. of the business have been revoked in accordance with this Act or finance-related Acts and subordinate statutes (limited to any
person who is prescribed by the Presidential Decree as being directly responsible for incurring the grounds of revoking such license,
authorization and registration, etc.) and for whom five years have yet to expire from the date on which such license, authorization
and registration, etc. of the company or the corporation were revoked; and
6.A person who has been removed or dismissed from his post in accordance with this Act or finance-related Acts and subordinate statutes
and for whom five years have yet to expire from the date on which he was removed or dismissed from his post.
(2)If any person who has been selected and appointed as an officer of any asset management company falls under each subparagraph of
paragraph (1) or is found to have fallen under each subparagraph of paragraph (1) at the time that he was selected and appointed
as the officer, he shall be justly dismissed from his office.
(3)Any act in which any officer has been involved before he is dismissed in accordance with paragraph (2) shall not lose its effect.
Article 9 (Securing of Fund Managers)
(1)Every asset management company shall secure fund managers prescribed by the Presidential Decree in order to raise the expertise
of asset management and protect investors.
(2)Every asset management company shall have matters concerning the fund managers referred to in paragraph (1) registered with the
Asset Management Association of Korea (hereinafter referred to as the Asset Management Association of Korea ) established pursuant
to Article 160 under the conditions as prescribed by the Presidential Decree.
(3)Every asset management company shall be prohibited from getting any person who is not the fund manager that is registered under
paragraph (2) to perform the business falling under each of the following subparagraphs:
1.The business related directly to the investment and management of indirect investment property;
2.Deleted; <by Act No. 7221, Oct. 5, 2004>
3.The investment advisory business; and
4.The discretionary investment business.
Article 10 (Selections and Appointments of Outside Directors)
(1)Every asset management company prescribed by the Presidential Decree shall have not less than 3 outside directors taking into account
the size of its indirect investment property, etc. (referring to directors who do not work for the relevant company as standing directors
and do not fall under any subparagraph of Article 54-5 (4) of the Securities and Exchange Act; hereinafter the same shall apply).
In this case, the number of outside directors shall exceed not less than 1/2 of the total number of directors.
(2)The provisions of Article 54-5 (2) through (5) of the Securities and Exchange Act shall apply mutatis mutandis to the selections
and appointments of outside directors of every asset management company under paragraph (1).
Article 11 (Internal Control Standards)
(1)Every asset management company shall prescribe fundamental procedures and standards (hereinafter referred to as the internal control
standards ) to be observed by its officers and employees when they perform their duties in order to abide by Acts and subordinate
statutes, manage its assets in a sound manner and protect investors.
(2)Every asset management company shall have not less than one person (hereinafter referred to as a compliance officer ) charged
with the task of checking on the observance of the internal control standards, investigating any violation of the internal control
standards and reporting the findings of their investigation to auditors or the audit committee established pursuant to Article 12
(1).
(3)Every asset management company (excluding the local branch office and local business place of any foreign asset management company
provided for in Article 156 (1)) shall, when it intends to appoint any compliance officer, go through a resolution thereon of the
board of directors.
(4)Compliance officers shall meet the requirements falling under each of the following subparagraphs:
1.They are required to have the career falling under any of the following items:
(a)They have worked not less than 10 years at the Bank of Korea or institutions subject to inspection (including foreign financial
institutions equivalent thereto) provided for in Article 38 of the Act on the Establishment, etc., of Financial Supervisory Organizations;
(b)They have worked not less than 5 years as researchers or full-time lecturers with master s degrees or higher degrees in finance-related
field at research institutes or universities;
(c)They have worked not less than 5 years as attorneys-at-law or certified public accountants in the fields related to their qualifications;
and
(d)They have worked not less than 5 years at the Ministry of Finance and Economy, the Ministry of Construction and Transportation,
the Financial Supervisory Commission, the Securities and Futures Commission or the Financial Supervisory Service, for whom five years
have passed since they resigned or retired from their respective ministries and institutions;
2.They are required not to fall under each subparagraph of Article 8 (1); and
3.They are required not to be subject to disciplinary measures such as caution and warning for violating finance-related Acts and
subordinate statutes in the last five years, which have been demanded by the Ministry of Construction and Transportation, the Financial
Supervisory Commission or the Governor of the Financial Supervisory Service.
(5)With respect to any asset management company that is found to have violated Acts and subordinate statutes as a result of an inspection
conducted by the Governor of the Financial Supervisory Service under Article 166 (3), the Financial Supervisory Commission may urge
the relevant asset management company to alter its internal control standards in order to prevent a recurrence of such violation
of Acts and subordinate statutes.
(6)Every asset management company shall, when it appoints or dismisses any compliance officer, notify the Financial Supervisory Commission
and the Asset Management Association of Korea of the fact.
(7)The compliance officers shall perform their duties with the care of good managers and they shall be prohibited from taking charge
of the business falling under each of the following subparagraphs:
1.The business of managing the property belonging to their asset management company;
2.The business of managing the indirect investment property managed by their asset management company and the business of selling
indirect investment securities, which is run by their asset management company and other business incidental thereto; and
3.The financial business run concurrently by their asset management company in accordance with each subparagraph of Article 14 (1).
(8)The officers and employees of every asset management company shall, if they are requested by any compliance officer to provide
materials and information to perform his duty, comply with the request with sincerity.
(9)No asset management company shall put any former compliance officer at an unfair disadvantage in connection with personnel affairs
on the grounds of performing his duty as a compliance officer.
(10)Necessary matters concerning the internal control standards and compliance officers shall be prescribed by the Presidential Decree.
Article 12 (Establishment of Audit Committee)
(1)Every asset management company that is prescribed by the Presidential Decree taking into account the size of its indirect investment
property shall establish the audit committee (referring to the audit committee provided for in Article 415-2 of the Commercial Act;
hereinafter the same shall apply).
(2)The provisions of Article 54-6 (2) through (5) of the Securities and Exchange Act shall apply mutatis mutandis to the establishment
of the audit committee of every asset management company.
Article 13 (Minority Stockholders Rights)
(1)Any person who has continually held the stock in excess of 5/100,000 of the total number of the stock issued by any asset management
company (limited to the asset management company prescribed by the Presidential Decree taking into account the size of its indirect
investment property, etc.; hereafter the same in this Article shall apply) for not less than 6 months under the conditions as prescribed
by the Presidential Decree may exercise his right as a stockholder provided for in Article 403 of the Commercial Act (including a
case where the same Article is applied mutatis mutandis in Articles 324, 415, 424-2, 467-2 and 542 of the same Act).
(2)Any person who has continually held the stock in excess of 25/100,000 (25/200,000 in the case of any corporation prescribed by
the Presidential Decree) of the total number of the stock issued by any asset management company for not less than 6 months under
the conditions as prescribed by the Presidential Decree may exercise his right as a stockholder provided for in Article 402 of the
Commercial Act.
(3)Any person who has continually held the stock in excess of 5/10,000 (5/20,000 in the case of any corporation prescribed by the
Presidential Decree) of the total number of the stock issued by any asset management company for not less than 6 months under the
conditions as prescribed by the Presidential Decree may exercise his right as a stockholder provided for in Article 466 of the Commercial
Act.
(4)Any person who has continually held the stock in excess of 25/10,000 (25/20,000 in the case of any corporation prescribed by the
Presidential Decree) of the total number of the stock issued by any asset management company for not less than 6 months under the
conditions as prescribed by the Presidential Decree may exercise his right as a stockholder provided for in Article 385 of the Commercial
Act (including a case where the same Article is applied mutatis mutandis in Article 415 of the same Act) and Article 539 of the same
Act.
(5)Any person who has continually held the stock in excess of 5/1,000 (5/ 2,000 in the case of any corporation prescribed by the Presidential
Decree) of the total number of the stock issued by any asset management company for not less than 6 months under the conditions as
prescribed by the Presidential Decree may exercise his right as a stockholder provided for in Article 363-2 of the Commercial Act.
In this case, the number of the stock held by him shall be based on the voting stock.
(6)Any person who has continually held the stock in excess of 15/1,000 (15/2,000 in the case of any corporation prescribed by the
Presidential Decree) of the total number of the stock issued by any asset management company for not less than 6 months under the
conditions as prescribed by the Presidential Decree may exercise his right as a stockholder provided for in Articles 366 and 467
of the Commercial Act. In this case, the number of the stock held by him shall be based on the voting stock.
(7)In the event that any stockholder referred to in paragraph (1) files a lawsuit in accordance with Article 403 (including a case
where the Article is applied mutatis mutandis in Articles 324, 415, 424-2, 467-2 and 542 of the Commercial Act) of the Commercial
Act and wins the lawsuit, such stockholder may ask the relevant asset management company for the payment of all expenses incurred
by filing such lawsuit.
Article 14 (Restrictions on Concurrently Running Other Business)
(1)Every asset management company shall be prohibited from running other businesses than the business falling under each of the following
subparagraphs:
1.The investment advisory business or the discretionary investment business;
2.The financial business (referring to the business provided for in finance-related Acts and subordinate statutes; hereafter the same
in this Article shall apply) that is allowed to be run in accordance with other Acts and subordinate statutes;
3.The business run by any general fund administrator in accordance with Article 25 (2); and
4.The business that the Financial Supervisory Commission authorizes from among the types of the financial business prescribed by the
Presidential Decree after judging that the business run by the relevant asset management company will not undermine the protection
of its investors and the maintenance of its financial soundness.
(2)In the case of the financial business referred to in paragraph (1) 4, the business for which the relevant asset management company
obtains a license, authorization and approval, etc. from the Financial Supervisory Commission in accordance with other Acts and subordinate
statutes or which the relevant asset management company registers with the Financial Supervisory Commission shall be deemed authorized
by the Financial Supervisory Commission in accordance with paragraph (1) 4.
Article 15 (Restrictions on Trading of Securities by Officers and Employees)
(1)The officers and employees of every asset management company shall be prohibited from trading securities, performing the transaction
of exchange traded derivatives and over-the-counter derivatives or entrusting such transaction for their own account in whoever s
names.
(2)Any officer who works as a managing director for any asset management company shall, if he intends to work as a managing director
for any profit-making corporation falling under each of the following subparagraphs, obtain the approval thereof from the Financial
Supervisory Commission:
1.Institution subject to the inspection of the Financial Supervisory Commission under Article 38 of the Act on the Establishment,
etc. of Financial Supervisory Organizations;
2.Company (hereafter in this Article referred to as the subsidiary company ) that is contracted to compile the consolidated financial
statement provided for in subparagraph 2 of Article 1-2 of the Act on External Audit of Stock Companies for the relevant asset management
company: Provided, That the case falling under each of the following items shall be excluded:
(a)Where the officer concurrently works as an officer for a financial institution that is a subsidiary company located overseas or
is seconded to such financial institution; and
(b)Where the officer concurrently works as an officer for the subsidiary company or is seconded to the subsidiary company in order
to rationalize the management of the subsidiary company or smoothly promote the restructuring of the subsidiary company;
3.Company that is the largest stockholder or a major stockholder prescribed by the Presidential Decree of the relevant asset management
company;
4.Company that is provided with a loan or a credit in excess of 10/100 of the capital (referring to the amount obtained by subtracting
the total amount of liabilities from the total amount of assets on the balance sheet as of the end of the latest business year) of
the relevant asset management company; and
5.Company that is prescribed by the Presidential Decree as being feared to undermine the sound management of the relevant asset management
company.
Article 16 (Restrictions on Management of Proprietary Property)
(1)Every asset management company shall be prohibited from performing the act falling under each of the following subparagraphs using
its own property: Provided, That the same shall not apply to the case that is prescribed by the Presidential Decree as being not
feared to undermine the maintenance of the sound management or the interests of indirect investors:
1.The act of guaranteeing the repayment of debts for others;
2.The act of acquiring assets denominated in foreign currency;
3.The act of holding investment securities; and
4.Other acts prescribed by the Presidential Decree.
(2)Necessary matters concerning the soundness of the proprietary property owned by every asset management company, the control of
risk and accounting, etc. shall be prescribed by the Presidential Decree.
Article 17 (Report, Public Disclosure, etc. of Business Operation)
(1)Every asset management company shall submit the report on the settlement of accounts of every business year and the regular report
of every quarter to the Financial Supervisory Commission and the Asset Management Association of Korea under the conditions as prescribed
by the Presidential Decree.
(2)The Financial Supervisory Commission and the Asset Management Association of Korea shall, upon receiving the report on the settlement
of accounts and the regular report under paragraph (1), offer such documents for public reading.
(3)Every asset management company shall publish matters falling under each of the following subparagraphs within 4 months from the
date on the accounts of every business year are settled: Provided, That the matters of subparagraphs 2 and 3 shall be published within
2 months from the end of every quarter (excluding any quarter that includes the date on which the accounts are settled):
1.Matters concerning organization and manpower;
2.Matters concerning financial affairs and profit and loss;
3.Matters concerning the raising and management of funds;
4.Matters concerning management indicators showing soundness, profitability and productivity, etc.; and
5.Other matters that are prescribed by the Presidential Decree as having a great influence on the management of every asset management
company.
(4)Necessary matters concerning standards for publishing the management of every asset management company, etc. shall be prescribed
by the Presidential Decree.
Article 18 (Matters, etc. Subject to Approval and Authorization)
(1)Any asset management company shall, if it intends to reduce its capital, obtain the approval thereof from the Financial Supervisory
Commission. In this case, the Financial Supervisory Commission shall take into account the matters prescribed by the Presidential
Decree in order for the asset management company to secure its financial soundness when it grants the approval.
(2) Any asset management company shall, if it falls under each of the following subparagraphs, obtain the authorization thereof from
the Financial Supervisory Commission. In this case, the Financial Supervisory Commission shall take into account the matters prescribed
by the Presidential Decree when it grants the authorization:
1.Dissolution or the discontinuation of business; and
2.Merger, division, transfer and acquisition by transfer of the whole business (including the case corresponding thereto).
(3)Any asset management company that runs the business of selling indirect investment securities in accordance with Article 4 (3)
shall, when it intends to discontinue or resume the business, make a report to the Financial Supervisory Commission.
(4)Necessary matters concerning the approval, authorization and report from and to the Financial Supervisory Commission under paragraphs
(1) through (3) shall be prescribed by Financial Supervisory Commission.
Article 19 (Liability of Asset Management Company, etc.)
(1)In the event that any asset management company causes damage to indirect investors by performing any act in contravention of Acts
and subordinate statutes, the deed of investment trust (hereinafter referred to as the trust deed ), the articles of incorporation
of any investment company and the investment prospectus (hereinafter referred to as the investment prospectus ) provided for in
Article 56, and by neglecting its business, such asset management company shall be held liable to indemnify for such damage.
(2)In the event that any asset management company takes the liability to indemnify for the damage in accordance with paragraph (1),
if any director or any auditor (including any member of the audit committee) is responsible for causing such damage, the asset management
company as well as the director and auditor shall be held liable to jointly indemnify for the damage.
Article 20 (Restrictions on Exchange of Personnel and Information, etc.)
(1)No asset management company shall perform the act of exchange, etc. falling under each of the following subparagraphs with its
affiliates provided for in subparagraph 3 of Article 2 of the Monopoly Regulation and Fair Trade Act (hereinafter referred to as
affiliates ) or any distribution company provided for in Article 26 (2). In this case, the specific scope of the act falling under
subparagraphs 1 through 3 shall be prescribed by the Presidential Decree:
1.Concurrently holding posts of or seconding officers and employees;
2.Joint acts;
3.The provision of information; and
4.Other acts that are prescribed by the Presidential Decree as being similar to the acts referred to in subparagraphs 1 through 3.
(2)Notwithstanding the provisions of paragraph (1), the act referred to in each subparagraph of paragraph (1) may be peformed if the
Presidential Decree prescribes that the act does not undermine the interests of indirect investors.
Article 21 (Prohibition on Use of Undisclosed Management Information)
(1)The officers and employees of any asset management company, any trustee company provided for in Article 23 (2), any asset custody
company provided for in Article 24 (2), any general fund administrator provided for in Article 25 (2) and any indirect investment
fund appraisal company provided for in Article 154 shall be prohibited from performing any transaction by using the undisclosed information
on the indirect investment fund or allowing any other person to use such undisclosed information.
(2)The undisclosed management information referred to in paragraph (1) that greatly influences the judgment of investors means the
undisclosed information pertaining to investment prospectus, documents on the settlement of accounts provided for in Article 99 (2),
business reports provided for in Article 124 (1), documents on the settlement of accounts provided for in Article 124 (2) and the
audit report (hereinafter referred to as the audit report ) provided for in Article 8 of the Act on External Audit of Stock Companies.
(3)Necessary matters concerning the scope of the undisclosed management information on the indirect investment fund referred to in
paragraph (1) shall be prescribed by the Presidential Decree.
Article 22 (Dissolution and Liquidation)
The provisions governing the dissolution and liquidation of the trust company in the Trust Business Act shall apply mutatis mutandis
to the dissolution and liquidation of the asset management company.
SECTION 2 Persons Related to Indirect Investment
Article 23 (Trustee Company)
(1)Any person who intends to run the business of managing and keeping the investment trust property in custody as a trustee of the
investment trust shall be the person falling under each of the following subparagraphs and he shall have his business registered
with the Financial Supervisory Commission:
1.The trust company incorporated in accordance with the Trust Business Act; and
2.The financial institution that concurrently runs the trust business (including any financial institution that concurrently runs
the trust business in accordance with Article 147 (2) of the Securities and Exchange Act; hereinafter the same shall apply).
(2)Any person who has his business registered under paragraph (1) (hereinafter referred to as the trustee company ) shall run the
business falling under each of the following subparagraphs:
1.The business of managing and keeping the investment trust property in custody;
2.The business of acquiring and disposing of assets according to instructions on the management of investment trust property of any
asset management company;
3.The business of paying the price for redeeming beneficiary certificates and paying profits according to instructions on the management
of the investment trust property of any asset management company;
4.The business of overseeing instructions, etc. on the management of investment trust property of any asset management company; and
5.Other businesses prescribed by the Presidential Decree.
(3)Any person who intends to have his business registered in accordance with paragraph (1) shall meet the requirements falling under
each of the following subparagraphs:
1.He is required not to have any officer falling under each subparagraph of Article 8 (1) from among his officers;
2.He is required to have fund managers, the standard of which is prescribed by the Presidential Decree, from among standing officers
and full-time employees;
3.He is required to have physical facilities, including data-processing equipment, prescribed by the Presidential Decree; and
4.He is required to fulfill other requirements prescribed by the Presidential Decree.
(4)Necessary matters concerning the registration referred to in paragraph (1) shall be prescribed by the Presidential Decree.
Article 24 (Asset Custody Company)
(1)Any person who intends to run the business of managing and keeping investment company property in custody after being entrusted
by any investment company shall fall under each subparagraph of Article 23 (1) and have his business registered with the Financial
Supervisory Commission.
(2)Any person who has his business registered in accordance with paragraph (1) (hereinafter referred to as the asset custody company
) shall run the business falling under each of the following subparagraphs:
1.The business of managing and keeping investment company property in custody;
2.The business of overseeing the management of investment company property, etc. by any asset management company; and
3.Other businesses prescribed by the Presidential Decree.
(3)The provisions of Article 23 (3) shall apply mutatis mutandis to the registration requirements of every asset custody company.
(4)Necessary matters concerning the registration referred to in paragraph (1) shall be prescribed by the Presidential Decree.
Article 25 (General Fund Administrator)
(1)Any person who intends to run the business of managing any investment company as his principal business other than the management
of any investment company property after being entrusted by the investment company shall be the person falling under each of the
following subparagraphs and have his business registered with the Financial Supervisory Commission:
1.The stock company incorporated in accordance with the Commercial Act;
2.The transfer agency provided for in Article 180 of the Securities and Exchange Act; and
3.Other financial institutions prescribed by the Presidential Decree.
(2)Any person who has his business registered in accordance with paragraph (1) (hereinafter referred to as the general fund administrator
) shall run the business falling under each of the following subparagraphs:
1.The business of managing any investment company;
2.The business of issuing stock and transferring the titles of the issued stock of any investment company;
3.The business of calculating the property of any investment company;
4.The business entrusted under Article 96 (3); and
5.Other businesses prescribed by the Presidential Decree.
(3)Any person who intends to have his business registered in accordance with paragraph (1) shall fulfill the requirements falling
under each of the following subparagraphs:
1.His paid-in capital or his equity investment is required to be not less than 500 million won and to exceed the amount prescribed
by the Presidential Decree;
2.He is required to have fund managers, the standard of which is prescribed by the Presidential Decree, from among standing officers
and full-time employees;
3.He is required to have physical facilities, including data-processing equipment, which are prescribed by the Presidential Decree;
4.He is required not to have any officer falling under each subparagraph of Article 8 (1) from among his officers; and
5.He is required to satisfy other requirements prescribed by the Presidential Decree.
(4)Necessary matters concerning the registration referred to in paragraph (1) shall be prescribed by the Presidential Decree.
Article 26 (Distribution Company)
(1)Any person who intends to run the business of selling indirect investment securities shall be the person falling under each of
the following subparagraphs and have his business registered with the Financial Supervisory Commission:
1.The securities company incorporated under the Securities and Exchange Act;
2.The financial institution incorporated under the Banking Act;
3.The insurance company incorporated under the Insurance Business Act; and
4.Other persons prescribed by the Presidential Decree.
(2)Any person who has his business registered in accordance with paragraph (1) (hereinafter referred to as the distribution company
) shall run the business falling under each of the following subparagraphs:
1.The business of selling indirect investment securities;
2.The business of redeeming indirect investment securities; and
3.Other businesses prescribed by the Presidential Decree.
(3)Every distribution company may, if it intends to sell indirect investment securities, sell such indirect investment securities
at its headquarter office and branch offices.
(4)Every distribution company shall be deemed to have obtained a license for the securities business under Article 28 (1) of the Securities
and Exchange Act in connection with the selling of indirect investment securities.
(5)Any person who intends to have his business registered in accordance with paragraph (1) shall fulfill the requirements falling
under each of the following subparagraphs:
1.He is required not to have any officer falling under each subparagraph of Article 8 (1) from among his officers;
2.He is required to have the working rules governing the selling act provided for in Article 57;
3.He is required to have physical facilities, including data-processing equipment, which are prescribed by the Presidential Decree;
and
4.He is required to fulfill other requirements prescribed by the Presidential Decree.
(6)Necessary matters concerning the registration referred to in paragraph (1) shall be prescribed by the Presidential Decree.
CHAPTER III INDIRECT INVESTMENT FUND
SECTION 1 General Rules
Article 27 (Kinds of Indirect Investment Fund)
The indirect investment fund shall be categorized as follows according to the objects of the management of the indirect investment
property:
1.Securities indirect investment fund; the indirect investment fund that is used to invest in investment securities in excess of the
ratio prescribed by the Presidential Decree beyond 30/100 of indirect investment property;
2.Derivative fund; indirect investment fund that is used to invest in exchange traded derivatives or over-the-counter derivatives
in excess of 10/100 of indirect investment property for the purpose of avoiding any risk under the conditions as prescribed by the
Presidential Decree;
3.Real estate fund; indirect investment fund that is used to invest indirect investment property in real estate;
4.Property fund; indirect investment fund that is used to invest indirect investment property in real assets;
5.Short-term financial indirect investment fund; indirect investment fund that is used to invest indirect investment property in short-term
financial instruments;
6.Fund of funds; indirect investment fund that is used to invest in indirect investment securities (including securities issued in
accordance with foreign Acts and subordinate statutes, which are the same as indirect investment securities in their nature) issued
by other indirect investment fund in excess of the ratio prescribed by the Presidential Decree beyond 40/100 of indirect investment
property; and
7.Other indirect investment funds prescribed by the Presidential Decree.
SECTION 2 Composition of Indirect Investment Fund
Sub-Section 1 Investment Trust
Article 28 (Conclusion of Trust Contract, etc.)
(1)Any asset management company that intends to establish an investment trust shall enter into a trust contract with a trustee company.
In this case, the trustee company shall not be an affiliate of the relevant asset management company.
(2)The trust contract shall be concluded based on the trust deed that contain the matters falling under each of the following subparagraphs:
<Amended by Act No. 7221, Oct. 5, 2004>
1.Firm names of the asset management company and the trustee company;
2.Matters concerning the value of trust principal and the total number of beneficiary certificates;
3.Matters concerning the operation and management of investment trust property;
4.Matters concerning the distribution of profits and redemption;
5.Matters concerning trust fees paid to the asset management company and the trustee company, etc., the ways of calculating commissions
and the time and the ways of making their payments: Provided, That in the event that the asset management company entrusts the business
of calculating the base price provided for in Article 96 (1), the truster shall indicate that the commissions shall come from the
investment trust property;
6.Matters concerning the general meeting of beneficiaries;
7.Matters concerning the public disclosure and reports; and
8.Other matters prescribed by the Presidential Decree in order to protect beneficiaries.
Article 29 (Enactment and Report of Trust Deed)
(1)Every asset management company shall make the trust deed by kinds of indirect investment fund provided for in Article 27 and report
them in advance to the Financial Supervisory Commission: Provided, That in the event that the trust deed is made according to the
standard trust deed provided for in Article 30 (1), every asset management company shall report them to the Asset Management Association
of Korea within 7 days from the date on which the relevant investment trust is first established.
(2)Any asset management company shall, when it reports the trust deed in accordance with paragraph (1), accompany documents containing
the trust deed, the management plan for investment trust property and the program for issuing beneficiary certificates.
(3)In the event that the contents of the trust deed that the relevant asset management company intends to make with respect to the
investment trust it intends to establish are the same as the contents of other trust deeds that have been already reported to the
Financial Supervisory Commission under paragraph (1), notwithstanding the provisions of the main sentence of paragraph (1), the asset
management company shall report the details thereof to the Financial Supervisory Commission within 7 days from the date on which
it establishes the investment trust.
Article 30 (Standard Trust Deed)
(1)The Asset Management Association of Korea may make the standard trust deed (hereinafter referred to as the standard trust deed
) by kinds of the indirect investment fund provided for in Article 27.
(2)The Asset Management Association of Korea shall, when it intends to make the standard trust deed in accordance with paragraph (1),
report in advance its intention to the Financial Supervisory Commission. The same shall apply to a case where it intends to alter
the standard trust deed.
(3)The Financial Supervisory Commission shall, upon receiving the report on the standard trust deed under paragraph (2), notify the
Fair Trade Commission of the relevant standard trust deed.
(4)Matters needed to be entered in the standard trust deed and other necessary matters concerning the making and altering of the standard
trust deed, etc. shall be prescribed by the Presidential Decree.
Article 31 (Alteration of Trust Deed)
(1)Any asset management company shall, when it intends to alter the trust deed, work not to affect the interests of beneficiaries
and report in advance its intention to the Financial Supervisory Commission except as otherwise prescribed by the Presidential Decree:
Provided, That the asset management company shall, if contents of the trust deed it intends to change are in conformity with those
of the standard trust deed, report such alteration to the Asset Management Association of Korea, within 7 days from the date on which
it makes such alteration. <Amended by Act No. 7221, Oct. 5, 2004>
(2)The alteration of the matters falling under any of the following subparagraphs from among the contents of the trust deed shall
go through a resolution thereof of the general meeting of beneficiaries:
1.The raise of trust fees paid to the asset management company and the trustee company, etc. and other commissions;
2.Alteration of the trustee company;
3.The alteration of the term of the trust; and
4.Other important matters that are prescribed by the Presidential Decree as being related to the interests of beneficiaries.
(3)Every asset management company shall, when it alters the trust deed, immediately publish such alteration according to the way falling
under each of the following subparagraphs: Provided, That if such alteration does not affect the interests of beneficiaries or falls
under the grounds prescribed by the Presidential Decree, the alteration may be published in a different way as prescribed by the
trust deed:
1.Matters needed to go through a resolution of the general meeting of beneficiaries; the way by which a notice is served to each of
beneficiaries. In this case, the provisions of Article 70 (5) shall apply mutatis mutandis to such way; and
2.Matters other than the matter of subparagraph 1; the way by which the alteration is published not less than once in not less than
one nationally circulated newspapers (nationally circulated newspapers mean daily newspapers that are registered as newspapers with
a nationwide circulation under Article 7 (1) 8 of the Registration, etc. of Periodicals Act and fall under subparagraph 2 or 3 of
Article 2 of the same Act; hereinafter the same shall apply) and by means of computer communications as prescribed by the trust deed.
(4)Any asset management company shall, if it alters the trust deed in accordance with the main sentence of paragraph (1), promptly
enter into a trust contract with the trustee company in accordance with the altered trust deed after reporting such alteration to
the Financial Supervisory Commission and any asset management company shall, if it alters the trust deed in accordance with the proviso
of paragraph (1), enter into a trust contract with the trustee company in accordance with the altered trust deed prior to reporting
such alteration to the Asset Management Association of Korea.
Article 32 (Order Given to Change Trust Deed, etc.)
In the event that the contents of the trust deed or the contents of the standard trust deed that are reported by the relevant asset
management company or the Asset Management Association of Korea to the Financial Supervisory Commission in accordance with Articles
29 through 31 are found to be in violation of the Acts and subordinate statutes or are feared to undermine the interests of beneficiaries,
the Financial Supervisory Commission may order the contents of the trust deed or the contents of the standard trust deed changed
or supplemented.
Article 33 (Restrictions on Sales and Advertisements)
Every asset management company shall be prohibited from selling the beneficiary certificates of the relevant investment trust or advertising
their sales before the company makes a report thereon in accordance with the main sentence of Article 29 (1): Provided, That the
same shall not apply to the case that is prescribed by the Presidential Decree as being not feared to undermine the interests of
beneficiaries.
Article 34 (Payment of Trust Money, etc.)
Every asset management company shall, if it establishes the investment trust in accordance with Article 28 (1) (including a case where
the relevant investment trust is additionally established), pay the total amount of trust principal prescribed in the trust contract
in cash or check to the trustee company: Provided, That in the event that the objective appraisal of value is possible and the interests
of beneficiaries are not feared to be undermined, every asset management company may pay the total amount of trust principal in securities,
real estate or real assets under the conditions as prescribed by the Presidential Decree. <Amended by Act No. 7221, Oct. 5, 2004>
Article 35 (Irredeemable Investment Trust)
(1)Every asset management company may establish the investment trust that fixes its trust contract term and makes it impossible to
file a claim for its redemption (hereinafter referred to as the irredeemable investment trust ), notwithstanding the provisions
of Article 62 (1).
(2)Every asset management company that has established the irredeemable investment trust may additionally establish the irredeemable
investment trust only if such additional establishment of the irredeemable investment trust is not feared to undermine the interests
of existing beneficiaries at the time prescribed by the Presidential Decree.
(3)Every asset management company shall, if it establishes the irredeemable investment trust, but fails to prescribe otherwise ways
to guarantee the cash ability, etc. of beneficiaries in the trust deed, list the beneficiary certificates of the relevant irredeemable
investment trust on the securities market or have them registered with the KOSDAQ within 90 days from the date on which such beneficiary
certificates are first issued.
(4)In the event that any asset management company issues the beneficiary certificates of the irredeemable investment trust, the provisions
of Article 96 shall not apply thereto: Provided, That the same shall not apply to the irredeemable investment trust that can be additionally
trusted in accordance with paragraph (2).
Sub-Section 2 Investment Company
Article 36 (Legal Status of Investment Company, etc.)
(1)Deleted. <by Act No. 7221, Oct. 5, 2004>
(2)Every investment company shall be subject to the application of the Commercial Act except as otherwise prescribed by this Act.
(3)Every investment company shall be prohibited from opening its branch office other than its headquarter office and hiring any employee
or having any standing officer on its payroll.
Article 37 (Incorporation of Investment Company)
(1)Every investment company shall be incorporated by not less than one incorporator and any person falling under any subparagraph
of Article 8 (1) shall be disqualified from becoming an incorporator.
(2)Incorporators shall make the articles of incorporation containing the matters falling under each of the following subparagraphs
and then subscribe their names and affix their seals or sign their names thereon:
1.Objectives;
2.Firm name;
3.The total number of stock permitted to be issued;
4.The total number of stock and the issue price of each stock at the time of incorporation;
5.The minimum amount of net assets (referring to the amount obtained by deducting liabilities from assets) that the relevant investment
company is required to maintain (hereinafter referred to as the minimum amount of net assets );
6.The location of company;
7.Ways of public disclosure;
8.Matters concerning the distribution of profits, etc.; and
9.Other matters prescribed by the Presidential Decree for the protection of stockholders.
(3)The capital of every investment company shall be the total amount of the stock issued at the time of its incorporation.
(4)The total number of the stock issued by every investment company at the time of its incorporation may be prescribed by setting
the maximum number and the minimum number thereof.
(5)The minimum amount of net assets of every investment company shall be the amount or higher that is prescribed by the Presidential
Decree within the scope of not exceeding 1 billion won.
Article 38 (Subscription of Stock and Payments by Incorporators)
(1)The incorporators of every investment company shall subscribe the total number of the stock issued at the time of its incorporation.
(2)The incorporators who subscribe the stock under paragraph (1) shall pay without delay the amount of subscribed stock in cash or
check: Provided, That in the event that the objective appraisal of value is possible and it is not feared to undermine the interests
of stockholders, the incorporators may pay the amount of subscribed stock in securities, real estate or real assets under the conditions
as prescribed by the Presidential Decree. <Amended by Act No. 7221, Oct. 5, 2004>
Article 39 (Selections and Appointments of Directors and Investigation Report)
(1)The incorporators shall, when they complete their respective payments provided for in Article 38, select and appoint without delay
directors with the consent of a majority of the voting rights. In this case, the voting rights of the incorporators shall be one
voting right per one stock subscribed.
(2)The directors who are selected and appointed under paragraph (1) shall check any violation of the Acts and subordinate statutes
and the articles of incorporation in connection with the incorporation of their investment company and report the findings of their
check to the board of directors.
(3)The directors shall, when they find any violation of the Acts and subordinate statutes and the articles of incorporation as a result
of the check conducted under paragraph (2), report their findings to the incorporators.
Article 40 (Incorporation Registration)
(1)Every investment company shall register its incorporation within 2 weeks from the date on which the report provided for in Article
39 (2) is made.
(2)The matters falling under each of the following subparagraphs shall be entered in the incorporation registration referred to in
paragraph (1):
1.Matters provided for in Article 37 (2) 1 through 3 and 5 through 7;
2.If the relevant investment company prescribes the period of its existence or the grounds of its dissolution in the articles of incorporation,
the contents thereof; and
3.The names and resident registration numbers of directors (the firm name and business operator registration number in the case of
a corporation).
(3)The incorporators of any investment company shall, when they intend to have their company registered in accordance with paragraph
(1), append documents prescribed by the Presidential Decree to their application for registration.
Article 41 (Registration, etc.)
(1)Every investment company shall, when it intends to run the business provided for in Article 43 (1), register the matters falling
under each of the following subparagraphs by kinds of the indirect investment fund provided for in Article 27 with the Financial
Supervisory Commission:
1.Matters provided for in Article 37 (2);
2.Matters provided for in Article 40 (2) 2 and 3;
3.Names and principal offices of the asset custody company and the general administration management company; and
4.Other matters prescribed by the Presidential Decree.
(2)In the event that any investment company that files an application for its registration referred to in paragraph (1) meets the
requirements falling under each of the following subparagraphs, the Financial Supervisory Commission shall enter the relevant investment
company in the investment company registration book. In this case, the Financial Supervisory Commission shall notify without delay
in writing the relevant investment company of the fact of its registration:
1.It is required to be incorporated legally in accordance with this Act;
2.Its capital is required to be not less than 100 million won in excess of the amount prescribed by the Presidential Decree at the
time that it files an application for its registration;
3.Directors are required not to fall under each subparagraph of Article 8 (1);
4.Any asset management company, any asset custody company, any distribution company or any general fund administrator with each of
which the relevant investment company has entered into a business entrustment contract is required to be in conformity with the provisions
of Articles 5 and 24 through 26, and not in the period of business suspension;
5.The contents of registration application documents are required not to be in violation of this Act or any order issued under this
Act; and
6.The entries of registration application documents are required not to be false or the entries of important facts in such documents
are required not to be omitted.
(3)In the event that any investment company that has filed an application for its registration in accordance with paragraph (1) is
found to be in violation of the Acts and subordinate statutes or to be feared to undermine the interests of its stockholders, the
Financial Supervisory Commission may order such investment company to alter or supplement the contents of the application.
(4)Unless any investment company that files an application for its registration has violated the Acts and subordinate statutes or
explicitly undermined the interests of its stockholders, the Financial Supervisory Commission shall not reject the application for
the registration from such investment company.
(5)Every investment company (including every distribution company) shall be prohibited from selling its stock or advertising for selling
its stock before it is registered under paragraph (1): Provided, That the same shall not apply to the case that is prescribed by
the Presidential Decree as being not feared to undermine the interests of stockholders.
(6)The Financial Supervisory Commission shall make and keep the investment company registration book referred to in paragraph (2)
in a way that it is made accessible to the general public for reading.
(7)Necessary matters concerning the entries of the investment company registration book, the public reading thereof and the registrations
of investment company shall be prescribed by the Presidential Decree.
Article 42 (Alteration Registration)
(1)Any investment company shall, when any change takes place in the matters that have been registered in accordance with Article 41
(1), have the contents of such change registered with the Financial Supervisory Commission within 2 weeks from the date on which
such change takes place except the case that is prescribed by the Presidential Decree as being not affecting the interests of stockholders.
(2)In the event that any investment company alters the articles of incorporation according to a resolution of the general meeting
of stockholders under Article 44 (1), unless such change in the articles of incorporation violates the Acts and subordinate statutes
and explicitly undermines the interests of stockholders, the Financial Supervisory Commission shall not reject the alteration registration
referred to in paragraph (1).
(3)The provisions of Article 41 (2) and (3) shall apply mutatis mutandis to the alteration registration referred to in paragraph (1).
Article 43 (Business, etc. of Investment Company)
(1)Every investment company shall be prohibited from running other business than the business of managing its property as assets and
distributing profits accruing therefrom to stockholders in accordance with the provisions of the Section 6 of the Chapter III.
(2)The business of managing the investment company property of every investment company shall be solely performed by the relevant
asset management company that is selected and appointed as a corporate director in accordance with Article 77.
(3)Every investment company shall entrust the business referred to in each subparagraph of Article 25 (2) to any general fund administrator.
(4)Any general fund administrator that is entrusted with the business in accordance with paragraph (3) shall be prohibited from using
information on the investment company property of any investment company for the purpose of managing its own property.
(5)The provisions of Article 19 shall apply mutatis mutandis to the general administration management company.
Article 44 (Alteration of Articles of Incorporation)
(1)The alteration of the matters falling under each of the following subparagraphs from among the contents of the articles of incorporation
shall be made based on the resolution of the general meeting of stockholders:
1.The raise of fees and commissions paid to any asset management company and any asset custody company, etc.;
2.The change of any asset custody company;
3.The alteration of the period of existence of any investment company; and
4.Other important matters that are prescribed by the Presidential Decree as being related to the interests of stockholders.
(2)The matters other than the matters that are required to be altered in accordance with a resolution of the general meeting of stockholders
from among the contents of the articles of incorporation may be altered in accordance with a resolution of the board of directors.
(3)The provisions of Article 31 (3) shall apply mutatis mutandis to the alteration of the articles of incorporation of every investment
company. In this case, the asset management company shall be deemed the investment company , the beneficiaries shall be deemed
the stockholders and the general meeting of beneficiaries shall be deemed the general meeting of stockholders , respectively.
Article 45 (Redemption-Prohibited Investment Company)
(1)Notwithstanding the provisions of Article 62 (1), the incorporators of any investment company may only incorporate an investment
company that sets the period of its existence and does not permit any claim filed for redemption (hereinafter referred to as the
redemption-prohibited investment company ).
(2)Any irredeemable redemption-prohibited investment company may issue new stock only in the case that is prescribed by the Presidential
Decree as being not feared to undermine the interests of existing stockholders except the case where it first offers its stock for
subscription after its incorporation.
(3)Any redemption-prohibited investment company shall, when it fails to prescribe otherwise ways to guarantee the cashability of stockholders,
etc. in the articles of incorporation, list its stock on the securities market or have them registered on the KOSDAQ within 90 days
from the date on which it first issues its stock.
(4)The provisions of Article 96 shall not apply to the stock of every redemption-prohibited investment company: Provided, That the
same shall not apply to any redemption-prohibited investment company that issues new stock in accordance with paragraph (2).
Article 46 (Prohibition on Use of Similar Name, etc.)
(1)Every investment company shall use the letters of investment company in its firm name.
(2)Any person who is not the investment company under this Act shall be prohibited from using the name of investment company or
any name similar thereto: Provided, That the same shall not apply to the case of the indirect investment provided for in the proviso
of subparagraph 1 of Article 2.
SECTION 3 Issuance of Indirect Investment Securities
Sub-Section 1 Beneficiary Certificates of Investment Trust
Article 47 (Beneficial Rights)
(1)The beneficial rights of investment trust shall be indicated as beneficial securities after being equally divided.
(2)Beneficiaries shall hold equal rights according to the number of shares of beneficiary certificates with respect to the redemption
of trust principal and the distribution of profits. <Amended by Act No. 7221, Oct. 5, 2004>
Article 48 (Beneficiary Certificates)
(1)Beneficiary certificates shall be issued both in the form of non-par value and in the form of registration.
(2)Every asset management company shall, when the total amount of issue price is paid, issue beneficiary certificates in a manner
prescribed by the Presidential Decree after receiving the confirmation thereof from the trustee company.
(3)The matters falling under each of the following subparagraphs shall be entered in beneficiary certificates and the representative
directors of the asset management company and the trustee company shall subscribe their names and affix their seals on each of the
beneficiary certificates: <Amended by Act No. 7221, Oct. 5, 2004>
1.The firm names of the asset management company and the trustee company;
2.Names or titles of beneficiaries;
3.The value of the trust principal and the total number of shares of beneficiary certificates at the time that the trust contract
is concluded;
4.The date on which beneficiary certificates are issued; and
5.Other matters prescribed by the Presidential Decree.
(4)When beneficiary certificates are so decomposed that they are no longer suitable for distribution, the relevant beneficiary may
file a claim for the re-issuance of new beneficiary certificates from the asset management company.
Article 49 (Beneficiaries Roster)
(1)Every asset management company shall entrust the Korea Securities Depository (hereinafter referred to as the Korea Securities
Depository ) established pursuant to Article 173 of the Securities and Exchange Act with the work of making the beneficiaries roster.
<Amended by Act No. 7221, Oct. 5, 2004>
(2)The Korea Securities Depository shall make and keep the beneficiaries roster and the matters falling under each of the following
subparagraphs shall be entered in the beneficiaries roster: <Amended by Act No. 7221, Oct. 5, 2004>
1.Domiciles and names of beneficiaries;
2.The number of shares of beneficiary certificates held by beneficiaries; and
3.The number of beneficiary certificates, if issued.
(3)The Korea Securities Depository shall be prohibited from providing any other person with information pertaining to the matters
referred to in each subparagraph of paragraph (2) except the case prescribed by the Presidential Decree.
(4)The provisions of Articles 353 and 354 of the Commercial Act shall apply mutatis mutandis to the beneficiaries roster. In this
case, the stockholders shall be deemed the beneficiaries , the company shall be deemed the asset management company and the
articles of incorporation shall be deemed the trust deed , respectively.
Article 50 (Transfer of Beneficiary Certificates, etc.)
The provisions of Articles 336 through 340 and 358-2 through 360 of the Commercial Act shall apply mutatis mutandis to beneficial
rights and beneficiary certificates. In this case, the stock and registered stock shall be deemed the beneficial rights , the
stock certificates shall be deemed the beneficiary certificates , the stockholders roster shall be deemed the beneficiaries
roster , the company shall be deemed the asset management company and trustee company , the stockholders shall be deemed the
beneficiaries and the articles of incorporation shall be deemed the trust deed , respectively.
Sub-Section 2 Stocks of Investment Company
Article 51 (Issuance of Stocks)
(1)The stock of every investment company shall be issued both in the form of non-par value and in the form of registration.
(2)Every investment company shall issue without delay stock certificates in the way prescribed by the Presidential Decree on the date
that it is incorporated or the price for newly issued stock is paid.
Article 52 (Procedures for Issuing New Stocks)
(1)In the event that any investment company issues new stock after its incorporation, the board of directors shall decide the matters
falling under each of the following subparagraphs: Provided, That the same shall not apply to a case where the articles of incorporation
prescribes otherwise:
1.The number of new stock; and
2.The issue value of new stock and the date of the payment of the price therefor.
(2)In the event that any investment company (hereinafter referred to as the open-end investment company ), which is permitted to
purchase the stock of stockholders, issues new stock after its incorporation, the board of directors thereof shall decide the matters
falling under each of the following subparagraphs:
1.The term during which the new stock is issued;
2.The ceiling of new stock that is issued within the term referred to in subparagraph 1; and
3.The daily issue price during the term referred to in subparagraph 1 and ways to set the date on which the subscription money is
paid.
(3)Any investment company that issues new stock according to a decision made by the board of directors under paragraph (2) shall put
up the daily issue price decided according to the ways referred to in paragraph (2) 3 on the bulletin board in front of the business
place of the relevant distribution company and also publish the daily issue price by means of computer communications, etc. under
the conditions as prescribed by the Presidential Decree.
(4)The provisions of the Chapter III of the Securities and Exchange Act shall not apply to new stock issued by any investment company
in accordance with a decision made by the board of directors.
Article 53 (Terms for Issuing New Stock)
(1)In the event that any investment company issues new stock after its incorporation, the issue price of new stock that is issued
on the same issue day and terms for issuing new stock shall be equally prescribed.
(2)The issue price of new stock referred to in paragraph (1) shall be calculated based on the amount of net assets held by the relevant
investment company and according to the ways prescribed by the Presidential Decree.
(3)The provisions of Article 38 (2) shall apply mutatis mutandis to the subscribers of the newly issued stock.
Article 54 (Time for New Stock to Take Effect)
In the event that any investment company issues new stock after its incorporation, the subscribers of the newly issued stock shall
assume the rights and obligations as stockholders at the time that they pay their subscription money.
SECTION 4 Sales and Redemption of Indirect Investment Securities
Sub-Section 1 Sales
Article 55 (Conclusion of Entrustment Sale Contract)
Every asset management company of investment trust or every investment company shall, when it intends to sell indirect investment
securities, enter into an entrustment sale contract with any distribution company.
Article 56 (Investment Prospectus)
(1)Every asset management company of investment trust or every investment company (referring to incorporators when such investment
company is in the process of its incorporation; hereafter the same in this Article shall apply) shall, if it issues indirect investment
securities, make the investment prospectus and provide every distribution company with the investment prospectus after obtaining
the confirmation of the conformity of contents of the investment prospectus with the Acts and subordinate statutes, contents of the
trust deed and the articles of incorporation of the investment company from the relevant trustee company or the relevant asset management
company. The same shall apply to a case where contents of the investment prospectus are altered in response to a change in the trust
deed and the articles of incorporation of the investment company, etc. (excluding the case prescribed by the Presidential Decree).
(2)Every distribution company shall offer the investment prospectus to each of investors and explain the investors about the major
points of the investment prospectus when it solicits them to acquire the indirect investment securities.
(3) Every asset management company of investment trust or every investment company shall, when it makes the investment prospectus
in accordance with paragraph (1) or alters its contents, submit the investment prospectus or the altered investment prospectus to
the Financial Supervisory Commission before it offers the investment prospectus to every distribution company: Provided, That, in
the case of the investment trust established according to the standard trust deed, such investment prospectus or such altered investment
prospectus shall be submitted to the Asset Management Association of Korea.
(4)Every asset management company of investment trust or every investment company shall enter the matters falling under each of the
following subparagraphs in the investment prospectus:
1.Ideas and ways of managing the relevant indirect investment fund;
2.Matters concerning investment risk, including the fact that the investment principal is not guaranteed, etc.;
3.Matters concerning fund managers in charge of the management of the relevant indirect investment fund;
4.The management performances of the past, if they exist; and
5.Other matters prescribed by the Presidential Decree for the protection of investors.
(5)Necessary matters concerning ways to offer the investment prospectus and the defrayment of expenses, etc. shall be prescribed by
the Presidential Decree.
Article 57 (Working Rules Governing Selling Act, etc.)
(1)Every distribution company and its officers and employees in charge of performing the selling business shall be prohibited from
performing the act falling under any of the following subparagraphs: <Amended by Act No. 7221, Oct. 5, 2004>
1.The act of guaranteeing profits and investment principal, etc. through solicitation;
2.The act of receiving the price for selling from investors (excluding commissions directly involved in selling);
3.The act of using information obtained in connection with the selling business for the self-interest or the interests of any third
party;
4.The act of making false indications or making indications that may cause a misunderstanding of important matters; and
5.Other acts that are prescribed by the Presidential Decree as being feared to undermine the interests of investors.
(2) Every distribution company shall make specific working rules governing the selling act, including contents prohibiting the act
referred to in each subparagraph of paragraph (1) (hereinafter referred to as the working rules governing the selling act ) that
officers and employees of every distribution company are required to observe and make a report thereon to the Financial Supervisory
Commission. The same shall apply to a case where the working rules governing the selling act are changed. <Amended by Act No.
7221, Oct. 5, 2004>
(3)Every distribution company shall be prohibited from using information pertaining to the indirect investment property of indirect
investment securities that are sold by it for selling its own property or other indirect investment securities that it sells.
(4)Every asset management company shall be prohibited from using information pertaining to indirect investors, which it acquires by
selling indirect investment securities through any distribution company under Article 55 for the purpose of selling indirect investment
securities provided for in Article 4 (3).
(5)The officers and employees in charge of the selling business of every distribution company shall undergo the training program in
the selling business under the conditions as prescribed by the Presidential Decree.
(6)The Asset Management Association of Korea may make the standard working rules governing the selling act that may be commonly used
by all distribution companies in relation with the working rules governing the selling act referred to in paragraph (1).
Article 58 (Restrictions on Selling)
(1)In the event that any accounting auditor provided for in Article 100 (1) puts forward his audit and inspection opinion that a serious
mistake is found in the accounting of the indirect investment property of any distribution company and such serious mistake falls
under the grounds prescribed by the Presidential Decree, such distribution company shall be prohibited from selling the relevant
indirect investment securities.
(2)The relevant distribution company may, when the grounds referred to in paragraph (1) are removed, resume its selling of the relevant
indirect investment securities under the conditions as prescribed by the Presidential Decree.
Article 59 (Selling Advertisement)
(1)In the event that any asset management company, any investment company or any distribution company advertises in relation with
the indirect investment, such advertisement shall contain the matters falling under each of the following subparagraphs:
1.The matters concerning the advice to prospective investors that they read the investment prospectus before they acquire indirect
investment securities;
2.The fact that the indirect investment fund may incur a loss to the investment principal depending on the results of its management
and such loss may revert to investors; and
3.In the event that the advertisement includes the management performances of the indirect investment fund, contents that the relevant
management performances do not guarantee the future earning rate.
(2)The matters that any asset management company, any investment company or any distribution company may contain in the advertisement
used to solicit the acquisition of indirect investment securities shall be as follows:
1.The name of indirect investment fund;
2.Matters concerning the kinds of indirect investment fund;
3.Matters concerning the investment objectives of indirect investment fund and the management strategy of indirect investment fund;
4.Matters concerning the name of any asset management company, any trustee company, any asset custody company, any distribution company
or any general fund administrator involved;
5.Matters concerning fees and commissions paid to any asset management company, any trustee company, any asset custody company, any
distribution company or any general fund administrator involved; and
6.Other matters prescribed by the Presidential Decree.
(3)In the event that indications, important indications and advertisement matters provided for in Article 4 (1) of the Act on Fair
Indication and Advertisement are contained in the advertisement referred to in paragraphs (1) and (2), they shall be governed by
the relevant Act.
(4)Necessary matters concerning ways and procedures, etc. for the advertisement referred to in paragraphs (1) and (2) shall be prescribed
by the Presidential Decree.
Article 60 (Selling Prices and Commissions, etc.)
(1)In the event that any distribution company sells indirect investment securities to investors, the selling price thereof shall be
the standard price (referring to the price that is calculated according to the provisions of Article 96 (1); hereinafter the same
shall apply) that is first calculated after investors pay fund, etc. for the acquisition of such indirect investment securities:
Provided, That the same shall not apply to the case that the Presidential Decree prescribes as being not feared to undermine the
interests of indirect investors.
(2)Fees and commissions paid to any distribution company for its sales of indirect investment securities shall be borne by indirect
investors who acquire indirect investment securities or the indirect investment fund under the conditions as prescribed by the Presidential
Decree: Provided, That the same shall not apply to a case where any distribution company runs the business of selling indirect investment
securities in accordance with Article 4 (3).
Article 61 (Liability of Distribution Company)
The provisions of Article 19 shall apply mutatis mutandis to the liability of every distribution company.
Sub-Section 2 Redemption
Article 62 (Claim for Redemption)
(1)Indirect investors may file claims for the redemption of indirect investment securities at any time.
(2)In the event that any indirect investor intends to file a claim for the redemption of indirect investment securities, he shall
file such claim with the distribution company that has sold the relevant indirect investment securities: Provided, That in the event
that the distribution company is unable to meet the claim on the grounds of its dissolution, the revocation of its license or the
suspension of its business and other grounds prescribed by the Presidential Decree (hereafter in this Article referred to as the
dissolution, etc. ), the indirect investor may file a claim directly with the relevant asset management company under the conditions
as prescribed by the Ordinance of the Ministry of Finance and Economy.
(3)The distribution company of investment trust that receives any claim for the redemption filed in accordance with the main sentence
of paragraph (2) shall ask the relevant asset management company to comply without delay with the claim and the relevant distribution
company of the investment company that receives such claim shall ask the relevant investment company to comply without delay with
the claim, respectively.
(4)In the event that any asset management company that receives a claim for the redemption filed in accordance with the proviso of
paragraph (2) is unable to meet the claim on the grounds of its dissolution, etc., the relevant indirect investor may file a claim
for the redemption with the relevant trustee company of investment trust or the relevant asset custody company of the investment
company.
(5)The asset management company of investment trust and the trustee company that each receive a claim for the redemption or are each
asked to comply with a claim for the redemption under the proviso of paragraph (2) and paragraphs (3) and (4) shall comply without
delay with the claim for the redemption, and the relevant asset management company of the investment company and the relevant asset
custody company shall ask the relevant investment company to comply without delay with the claim for the redemption.
Article 63 (Ways of Redemption)
(1)The asset management company of investment trust (including any trustee company) or any investment company that redeems indirect
investment securities in accordance with Article 62 shall pay the price for the redemption of indirect investment securities only
in cash held as indirect investment property or in other cash raised by selling indirect investment property within the scope of
the indirect investment property on the date prescribed in the trust deed or the articles of incorporation of the investment company
within 15 days from the date on which the claim for the redemption is received except the case prescribed by the Presidential Decree:
Provided, That in the event that a consent is obtained from all indirect investors of the relevant indirect investment fund, the
price for the redemption may be paid with the indirect investment property held by the relevant indirect investment fund.
(2)In making the redemption in accordance with Article 62, any distribution company, any asset management company, any trustee company
or any asset custody company that each receives a claim for the redemption shall be prohibited from purchasing the indirect investment
securities or brokering the redemption of such indirect investment securities: Provided, That that same shall not apply to the case
that is prescribed by the Presidential Decree as being necessary to smoothly redeem the indirect investment securities and as being
not feared to undermine the interests of indirect investors.
Article 64 (Redemption Prices and Commissions)
(1)The redemption of indirect investment securities shall be made based on the base price that is calculated after the date on which
a claim is filed for the redemption: Provided, That the same shall not apply to the case that is prescribed by the Presidential Decree
as being not feared to undermine the interests of indirect investors and the management of the indirect investment property.
(2)Redemption commissions that are imposed when indirect investment securities are redeemed shall be borne by relevant indirect investors
who file claims for the redemption of indirect investment securities under the conditions as prescribed by the Presidential Decree
and the redemption commissions borne by relevant indirect investors shall revert to the indirect investment property.
(3)Necessary matters concerning the base price and the redemption prices, etc. that are decided after a claim is filed for the redemption
under paragraph (1) shall be prescribed by the Presidential Decree.
Article 65 (Deferment of Redemption)
(1)In the event that the asset management company of investment trust (including any trustee company; hereafter the same in this Article
shall apply) that is required to comply with any claim for the redemption under Article 62 (5) or any investment company that receives
any claim for the redemption can not redeem the indirect investment securities on the date set in the trust deed or the articles
of incorporation of the investment company on the grounds of the investment company s impossibility to sell the investment securities
and on the other grounds prescribed by the Presidential Decree, the relevant asset management company of investment trust or the
relevant investment company may defer the redemption. In this case, the relevant asset management company or the relevant investment
company shall get the general meeting of beneficiaries provided for in the main sentence of Article 71 (2) and the general meeting
of stockholders provided for in the proviso of Article 75 (2) to vote on the matters concerning the redemption of the indirect investment
securities within 6 weeks from the date on which the redemption is deferred under the conditions as prescribed by the Presidential
Decree.
(2)The relevant indirect investment securities shall be prohibited from being issued or sold during the redemption deferment period
referred to in paragraph (1).
(3) Every asset management company of investment trust or every investment company may, if it fails to get the general meeting of
beneficiaries or the general meeting of stockholders referred to in paragraph (1) to prescribe the matters concerning the redemption
of the indirect investment securities or it finds it impossible to implement the matters concerning the redemption thereof, continue
the deferment of the redemption.
(4)In the event that the general meeting of beneficiaries or the general meeting of stockholders referred to in paragraph (1) votes
on the matters concerning the redemption or the redemption is continually deferred under paragraph (3), every asset management company
of investment trust or every investment company shall promptly notify indirect investors of the matters prescribed according to the
classification falling under each of the following subparagraphs:
1.In the event that the general meeting of beneficiaries or the general meeting of stockholders votes on the matters concerning the
redemption:
(a)The voted matters concerning the redemption; and
(b)Other matters prescribed by the Presidential Decree; and
2.In the event that the deferment of the redemption continues:
(a)The grounds of deferring the redemption;
(b)The deferred term of the redemption;
(c)Ways to pay the redemption money if the redemption resumes; and
(d)Other matters prescribed by the Presidential Decree.
(5)Every asset management company of investment trust or every investment company shall, when the grounds of deferring the redemption
referred to in paragraphs (1) and (3) are terminated, in whole or in part, notify indirect investors whose redemption is deferred
of the resumption of the redemption and pay them the redemption money under the conditions as prescribed by the Presidential Decree.
(6)The notification referred to in paragraphs (4) and (5) shall be made in writing or by means of computer communications.
(7)Every asset management company of investment trust may entrust the Korea Securities Depository with the business of making the
notification referred to in paragraphs (4) and (5).
Article 66 (Partial Redemption)
(1)Every asset management company of investment trust or every investment company may, if part of the indirect investment property
falls under the grounds of deferring the redemption term in accordance with Article 65, defer the redemption of such part of the
indirect investment property and comply with any claim for the redemption of the remainder of the indirect investment property according
to the shares of the indirect investment securities, which are held by indirect investors.
(2)The indirect investment property, the redemption of which is deferred under paragraph (1), may be used to set up or establish a
separate indirect investment fund only with the indirect investment property. In this case, the provisions of Articles 88, 96 (2),
100, 121 and 123 shall not apply thereto.
(3)Necessary matters concerning the ways of paying the redemption money and the setup and establishment of the separate indirect investment
fund, etc. referred to in paragraph (2) shall be prescribed by the Presidential Decree.
Article 67 (Restrictions on Redemption)
Every asset management company of investment trust or every investment company may refuse to comply with any claim for the redemption
that is filed in accordance with Article 62 in the case falling under each of the following subparagraphs:
1.Where a certain day is set for prescribing persons to exercise their rights as beneficiaries, stockholders or pledgees in accordance
with the provisions of Article 354 (1) (including a case where the provisions are applied mutatis mutandis in Article 49 (4)) of
the Commercial Act, who are entered in the beneficiaries roster or the stockholders roster and are deemed entitled to exercise
their rights as the beneficiaries, stockholders or pledgees, and a claim is filed for the redemption between the certain day and
the day on which they exercise their rights. In this case, 3 months shall be made 2 months in the application of the provisions
of Article 354 (3) of the Commercial Act;
2.Where the investment company is dissolved;
3.Where the amount of net assets of the investment company falls short of the minimum amount of net assets prescribed in the articles
of incorporation; and
4.Where the redemption is restricted by the Acts and subordinate statutes or on orders given by the Acts and subordinate statutes.
Article 68 (Retirement of Redeemed Securities)
Every asset management company of investment trust or every investment company shall, when it redeems indirect investment securities
in accordance with the provisions of this Section, retire such indirect investment securities.
SECTION 5 Institutions of Indirect Investment Fund
Sub-Section 1 General Meeting of Beneficiaries of Investment Trust
Article 69 (Composition and Authority of General Meeting of Beneficiaries)
(1)The investment trust shall have the general meeting of beneficiaries that is composed of entire beneficiaries.
(2)The general meeting of beneficiaries may vote on the matters prescribed by this Act, the Presidential Decree thereof or the trust
deed.
Article 70 (Convocation of General Meeting of Beneficiaries)
(1)The general meeting of beneficiaries shall be convened by the asset management company.
(2)In the event that the trustee company or beneficiaries holding not less than 5/100 of the total share number of the issued beneficiary
certificates ask the asset management company to convene the general meeting of beneficiaries in a written statement putting forward
the reasons therefor and the objectives thereof, the asset management company shall convene the general meeting of beneficiaries
within one month from the date on which such request is made. <Amended by Act No. 7221, Oct. 5, 2004>
(3)In the event that the asset management company fails to go through procedures for convening the general meeting of beneficiaries
within one month from the date on which the request therefor is made under paragraph (2) without any justifiable grounds, the trustee
company or beneficiaries holding not less than 5/100 of the total share number of the issued beneficiary certificates may convene
the general meeting of beneficiaries after obtaining approval thereof from the Financial Supervisory Commission. <Amended by Act
No. 7221, Oct. 5, 2004>
(4)The provisions of Article 363 (1) and (2) of the Commercial Act shall apply mutatis mutandis to the convocation notice of the general
meeting of beneficiaries. In this case, the stockholders shall be deemed the beneficiaries and the stockholders roster shall
be deemed the beneficiaries roster , respectively.
(5)The asset management company (including the trustee company or beneficiaries holding not less than 5/100 of the total share number
of the issued beneficiary certificates that are each entitled to convene the general meeting of beneficiaries; hereafter the same
shall apply in Articles 71 (5) and 72) shall entrust the Korea Securities Depository with the business of making the convocation
notification. <Amended by Act No. 7221, Oct. 5, 2004>
Article 71 (Operation of General Meeting of Beneficiaries)
(1)The chairman of the general meeting of beneficiaries shall be elected from among beneficiaries at the general meeting of beneficiaries.
(2)The general meeting of beneficiaries shall open with the attendance of the beneficiaries holding a majority of the total share
number of the issued beneficiary certificates and resolve with the concurrent vote of not less than 2/3 of the voting rights of beneficiaries
present and not less than 1/3 of the total share number of the issued beneficiary certificates: Provided, That the general meeting
of beneficiaries may vote on the matters for resolution prescribed by the trust deed with a majority of the voting rights of beneficiaries
present and the number of not less than 1/4 of the total share number of the issued beneficiary certificates other than the matters
for resolution of the general meeting of beneficiaries that are prescribed by this Act or the Presidential Decree thereof. <Amended
by Act No. 7221, Oct. 5, 2004>
(3)Every beneficiary may exercise his voting right in writing without attending the general meeting of beneficiaries.
(4)The Korea Securities Depository shall notify the beneficiaries of the convocation of the general meeting of beneficiaries in accordance
with Article 70 (5) or provide any beneficiary with a written voting-right form necessary for him to exercise his voting right in
writing if he requests.
(5)Any beneficiary who intends to exercise his voting right in writing shall file an application for his exercising the voting right
in writing under paragraph (4) with the asset management company by the day before the date on which the general meeting of beneficiaries
is held.
(6)The number of the voting rights that are exercised in writing shall be included in the total number of the voting rights that are
exercised by beneficiaries present at the general meeting of beneficiaries.
(7)Matters concerning the exercise of voting rights in writing other than the matters referred to in paragraphs (3) through (6) shall
be prescribed by the Presidential Decree.
Article 72 (Deferment of General Meeting of Beneficiaries)
(1)The asset management company may defer the general meeting of beneficiaries in the event that the total share number of the beneficiary
certificates of beneficiaries present falls short of a majority of the total share number of the issued beneficiary certificates
until one hour lapses from the scheduled time for opening the general meeting of beneficiaries. <Amended by Act No. 7221, Oct.
5, 2004>
(2)In the event that the general meeting of beneficiaries is deferred under paragraph (1), the asset management company shall convene
the general meeting of beneficiaries (hereafter in this Article referred to as the deferred general meeting of beneficiaries ) within
2 weeks from the date on which the general meeting of beneficiaries is deferred. In this case, the asset management company shall
notify the beneficiaries of the convocation of the deferred general meeting of beneficiaries by one week before the date on which
the deferred general meeting of beneficiaries is convened in accordance with Article 70 (5), explicitly indicating the matters referred
to in paragraph (3).
(3)When the total share number of the beneficiary certificates of beneficiaries present falls short of a majority of the total share
number of the issued beneficiary certificates until one hour lapses from the scheduled time for opening the deferred general meeting
of beneficiaries, such deferred general meeting of beneficiaries shall be deemed opened with the total share number of beneficiary
certificates of beneficiaries present. In this case, in the application of the provisions of Article 71 (2) to any resolution of
the deferred general meeting of beneficiaries, not less than 2/3 of the voting rights of beneficiaries present and not less than
1/3 of the total share number of the issued beneficiary certificates shall be deemed not less than 2/3 of the voting rights of
beneficiaries present , and a majority of the voting rights of beneficiaries present and not less than 1/4 of the total share number
of the issued beneficiary certificates shall be deemed a majority of the voting rights of beneficiaries present . <Amended by
Act No. 7221, Oct. 5, 2004>
Article 73 (Opposition Beneficiary s Right to File Claim for Purchase of Beneficiary Certificates)
(1)Any beneficiary who is opposed to a resolution of the general meeting of beneficiaries with respect to the alteration of the trust
deed provided for in Article 31 (2) or any merger of the investment trusts provided for in Article 106 (2) may, if he notifies in
writing the relevant asset management company of his opposition to the resolution prior to the general meeting of beneficiaries,
ask the relevant asset management company to purchase beneficiary certificates that he holds in a written statement indicating the
number of his beneficiary certificates within 20 days from the date on which the general meeting of beneficiaries passes such resolution.
(2)In the event that any beneficiary asks the asset management company to purchase his beneficiary certificates under paragraph (1),
the relevant asset management company shall not get the beneficiary to bear commissions and other expenses incurred by the purchase
of his beneficiary certificates.
(3)In the event that any beneficiary asks the asset management company to purchase his beneficiary certificates under paragraph (1),
the relevant asset management company shall purchase his beneficiary certificates with the relevant investment trust property within
15 days from the date on which the request period expires under the conditions as prescribed by the Presidential Decree: Provided,
That the relevant asset management company may, if it can not comply with the request from any beneficiary for the purchase of his
beneficiary certificates on the grounds of insufficient purchase fund, defer the purchase of his beneficiary certificates after obtaining
the approval thereof from the Financial Supervisory Commission.
(4)Every asset management company shall, when it purchases the beneficial securities in accordance with the main sentence of paragraph
(3), retire the relevant beneficiary certificates.
Article 74 (Provisions Applicable Mutatis Mutandis)
The provisions of Articles 364, 366-2 (2) and (3), 367, 368 (3) and (4), 369 (1) and (2), 371 through 373, 376, 377, and 379 through
381 of the Commercial Act shall apply mutatis mutandis to the general meeting of beneficiaries. In this case, the stockholders
shall be deemed the beneficiaries , the articles of incorporation shall be deemed the trust deed , the stocks shall be deemed
the beneficiary certificates and the company shall be deemed the asset management company , respectively.
Sub-Section 2 Organization of Investment Company
Article 75 (General Meeting of Stockholders)
(1)The general meeting of stockholders of the investment company shall be convened by the board of directors.
(2)The general meeting of stockholders shall open with the attendance of stockholders holding a majority of the total number of the
issued stock and resolve with the concurrent vote of a majority of the voting rights of stockholders present and the number of not
less than 1/4 of the total number of the issued stock: Provided, That if the resolution provided for in Article 434 of the Commercial
Act is applied, the general meeting of stockholders shall resolve with the number of not less than 2/3 of the voting rights of stockholders
present and the number of not less than 1/3 of the total number of the issued stocks.
(3)The provisions of Articles 70 (2) and (3), 71 (3) through (7) and 72 shall apply mutatis mutandis to the general meeting of stockholders
of the investment company. In this case, the trustee company shall be deemed the asset custody company , the total share number
of beneficial securities shall be deemed the total number of stock , the beneficiaries shall be deemed the stockholders , the
asset management company shall be deemed the board of directors , the beneficiary certificates shall be deemed the stocks ,
the general meeting of beneficiaries shall be deemed the general meeting of stockholders and the Article 71 (2) shall be deemed
the Article 75 (2) , respectively. <Amended by Act No. 7221, Oct. 5, 2004>
Article 76 (Appraisal Right)
The provisions of Article 73 shall apply mutatis mutandis to any stockholder who is opposed to the alteration of the articles of incorporation
by any investment company under Article 44 (1) or any stockholder who is opposed to a merger resolution of the general meeting of
stockholders under Article 119. In this case, the trust deed shall be deemed the articles of incorporation , the investment trust
and the asset management company shall be deemed the investment company , the general meeting of beneficiaries shall be deemed
the general meeting of stockholders , the beneficiaries shall be deemed the stockholders , the beneficiary certificates shall
be deemed the stocks and the investment trust property shall be deemed the investment company property , respectively.
Article 77 (Classification of Directors, etc.)
(1)The directors of the investment company shall be classified into the director (hereinafter referred to as the corporate director
) who is an asset management company and supervisory directors.
(2)Every investment company shall select and appoint one corporate director and not less than 2 supervisory directors.
Article 78 (Duties of Corporate Director)
(1)The corporate director shall represent the investment company and perform the duties of the investment company.
(2)The corporate director shall, when he intends to perform the business falling under any of the following subparagraphs, go through
a resolution thereof of the board of directors:
1.The business of entering into a business entrustment contract (including an alteration contract) with any asset management company,
any asset custody company, any distribution company and any general fund administrator;
2.The business of paying fees for the management and custody of assets, etc.;
3.The business of distributing cash and stock dividends; and
4.Other businesses that are prescribed by the articles of incorporation as being important for the operation of the investment company.
(3)The corporate director shall report the performance of his business and details concerning the management of assets to the board
of directors not less than once every three months.
Article 79 (Performance of Business by Corporate Director)
(1)Any asset management company that is selected and appointed as a corporate director in accordance with Article 77 may prescribe
the scope of the duties of the corporate director and then select and appoint any person charged with the performance of such duties
from among officers and employees. In this case, the relevant asset management company shall notify in writing the relevant investment
company of his selection and appointment.
(2)Any act performed by the person whose selection and appointment are notified to the investment company within the scope of his
duties under paragraph (1) shall be deemed the act performed by the corporate director.
Article 80 (Duties of Supervisory Directors)
(1)Any supervisory director shall oversee the work performed by every corporate director, and may, if it is deemed necessary to grasp
the business and the current property of the investment company, ask any corporate director, any asset custody company, any distribution
company or any general fund administrator to report the business and the current property related to the relevant investment company
to him. <Amended by Act No. 7221, Oct. 5, 2004>
(2)Any supervisory director may, if it is deemed necessary to perform his duties, ask for an audit report from any accounting auditor
provided for in Article 100 (1).
(3)Any person who has a request from any supervisory director under paragraphs (1) and (2) shall comply with such request unless the
special grounds exist that make it impossible for him to comply with such request.
Article 81 (Grounds of Disqualifications for Supervisory Directors)
(1)Any person falling under any of the following subparagraphs shall be disqualified from becoming a supervisory director:
1.The person who falls under each subparagraph of Article 8 (1);
2.The incorporator of the relevant investment company (limited to the person who is first selected and appointed as a supervisory
director of the investment company in accordance with Article 39 (1));
3.In the event that the person himself and other person who is in a special relation with the former, which is prescribed by the Presidential
Decree (hereinafter referred to as the specially related person ) hold the stock of the relevant investment company in excess of
10/100 of the total number of stock issued by the relevant investment company, the person himself and the specially related person;
4.The specially related person of the asset management company or the specially related person of the distribution company;
5.The person who has continued to be paid remunerations by the asset management company;
6.In the event that any director of the relevant investment company works for other corporation as a director, the standing officer
or the full-time employee of the corporation; and
7.Other person who is prescribed by the Presidential Decree as being feared to undermine his impartiality as a supervisory director.
(2)When any person who is selected and appointed as a supervisory director falls under each subparagraph of paragraph (1) or is found
to fall under each subparagraph of paragraph (1) at the time that he is selected and appointed as a supervisory director, he shall
be justly dismissed.
(3)Any act in which any supervisory director was involved before he is dismissed under paragraph (2) shall not lose its effect.
Article 82 (Convocation of Board of Directors)
(1)The board of directors shall be convened by each of the directors.
(2)When it is intended to convene the board of directors, each of the directors shall be notified of the convocation of the board
of directors by 3 days before the meeting of the board of directors opens: Provided, That the notification period may be shortened
as prescribed by the articles of incorporation.
Article 83 (Authority, etc. of Board of Directors)
(1)The board of directors shall vote on the matters prescribed by this Act and the articles of incorporation.
(2)The board of directors shall, if any vacancy occurs, convene without delay the general meeting of stockholders to select and appoint
a director in order to fill up the vacancy.
Article 84 (Ways of Resolution by Board of Directors)
(1)The board of directors shall open with the attendance of a majority of directors and resolve with the concurrent vote of those
present.
(2)The provisions of Articles 368 (4) and 371 (2) of the Commercial Act shall apply mutatis mutandis to the resolution of the board
of directors referred to in paragraph (1).
Article 85 (Prohibition on Use of Undisclosed Management Information by Directors)
The provisions of Article 21 shall apply mutatis mutandis to the directors of every investment company.
SECTION 6 Management of Indirect Investment Property
Article 86 (Asset Management Company's Obligation of Exerting Due Care as Good Manager, etc.)
(1)Every asset management company of investment trust and every investment company shall manage the indirect investment property with
the care of good managers and protect the interests of indirect investors.
(2)Every asset management company of investment trust and every investment company may withdraw various expenses and fees accruing
from legal acts that are performed by indirect investors on their accounts out of the indirect investment property as prescribed
by the trust deed or the articles of incorporation of the investment company.
(3)Every asset management company of investment trust shall be prohibited from getting any beneficiary to bear its debts in his name
or repaying such debts with the investment trust property.
(4)Any claim to the asset management company of investment trust shall be prohibited from being offset by any claim belonging to the
investment trust property of such asset management company.
Article 87 (Objects of Asset Management, etc.)
(1)Every asset management company may manage the indirect investment property as assets as prescribed by the trust deed or the articles
of incorporation of the investment company.
(2)Ways of management by assets when the asset management company manages the indirect investment property, the assets that are permitted
to be managed by the kinds of the indirect investment fund under Article 27 and their limit of management, etc. shall be prescribed
by the Presidential Decree.
(3)Every asset management company may manage part of the indirect investment property according to the way falling under each of the
following subparagraphs when it manages the indirect investment property in order to smoothly redeem indirect investment securities
and efficiently manage the standby fund for investment:
1.Short-term lending;
2.Deposit in any financial institution; and
3.Other ways prescribed by the Presidential Decree.
Article 88 (Restrictions on Management of Assets)
(1)Every asset management company shall be prohibited from performing the act falling under any of the following subparagraphs when
it manages the indirect investment property: <Amended by Act No. 7221, Oct. 5, 2004>
1.The act of managing the indirect investment property by extending the short-term lending to any person prescribed by the Presidential
Decree in excess of 10/100 of the total amount of the assets of each indirect investment fund;
2.The act falling under any of the following items when it manages the indirect investment property as assets provided for in subparagraph
1 (a) of Article 2:
(a)The act of investing in the investment securities of the same item in excess of the ratio prescribed by the Presidential Decree
within 10/100 of the total amount of the assets of each indirect investment fund. In this case, the investment securities from among
the investment securities issued by the same company, with the exception of stock, shall be deemed the same item;
(b)The act of investing in excess of 20/100 of the total number of stock issued by the same company with the total amount of the assets
of the entire indirect investment fund managed by the asset management company; and
(c)The act of investing in excess of 10/100 of the total number of stock issued by the same company with the total amount of the assets
of each indirect investment fund;
3.The act falling under any of the following items when the indirect investment property is managed as assets provided for in subparagraph
1 (b) of Article 2:
(a)The act of getting the appraised amount of the risk involved in the transaction of the exchange traded derivatives and the over-the-counter
derivatives, which uses the investment securities issued by the same company as basic assets, to be in excess of 10/100 of the total
amount of the assets of each indirect investment fund. In this case, ways of calculating the appraised amount of the risk involved
in the transaction of the exchange traded derivatives and the over-the-counter derivatives shall be prescribed by the Ordinance of
the Ministry of Finance and Economy; and
(b)In the case of the transaction of the exchange traded derivatives, the act of getting the total amount of consignment guarantee
money involved in the transaction to be in excess of the ratio prescribed by the Presidential Decree within 15/100 of the total amount
of assets of each indirect investment fund;
4.In managing the indirect investment property as the assets referred to in subparagraph 1 (c) of Article 2, the act falling under
any of the following items:
(a)The act of disposing of any real estate within the period that is prescribed by the Presidential Decree within 5 years after obtaining
it: Provided, That the same shall not apply to a case where any land and any building, etc., which are created or constructed under
a real estate development project (referring to the project undertaken to develop any land into any housing site and any factory
site, etc. or to newly construct buildings and set up installations; hereinafter the same shall apply), are sold by contract and
other grounds that are prescribed by the Presidential Decree as being aimed at protecting investors;
(b)The act of investing in any real estate development project in excess of 30/100 of the total amount of the assets of each indirect
investment fund; and
(c)The act of disposing of any land, which does not hold any building and any installation thereon, before any real estate development
project is launched on such land: Provided, That the same shall not apply to the case that is prescribed by the Presidential Decree
as being necessary to protect indirect investors following any merger, any termination or any dissolution, etc. of the indirect investment
fund; and
5.Other act that is pr