Bangladesh Securities and Exchange Commission (Mutual Fund) Rules, 2025

Registered No. D A-1

Bangladesh Gazette
Extraordinary Issue
Published by Authority

Wednesday, November 12, 2025

[ Advertisements and Notices Issued for Consideration by Private Persons and Corporations ]

Bangladesh Securities and Exchange Commission
Notification

Date: 10 November 2025

No. 53.02.0000.201.22.0157.06.97.272.159—In exercise of the powers conferred under Section 24(1) of the Bangladesh Securities and Exchange Commission Act, 1993 (Act No. 15 of 1993), the Bangladesh Securities and Exchange Commission hereby promulgates the following rules, after previous publication:

Chapter I
Preliminary

Short Title and Commencement.—(1) These rules shall be called the Bangladesh Securities and Exchange Commission (Mutual Fund) Rules, 2025;

(2) These rules shall come into force on the date of their publication in the Official Gazette.

Definitions.—(1) Unless the context or subject matter otherwise requires, in these rules—

(a) “Controlling Person” shall include the following companies:

(i) Those that, alone or together with other persons, exercise direct or indirect significant control over the Trustee or Asset Manager;

(ii) Those over which the Trustee or Asset Manager, alone or together with other persons, exercises direct or indirect significant control;

(iii) Those over which direct or indirect significant control is exercised by the following:

(1) Individuals, or

(2) Relatives of such individuals who, alone or together with others, exercise significant control over the Asset Manager or Trustee;

Explanation: For the purposes of this sub-rule, “Relatives” shall mean the spouse, husband, brother, sister, son, daughter, father, mother, father-in-law, mother-in-law, and those members of the family who are directly or indirectly dependent on the said person;

(b) “Unpublished Price Sensitive Information” means the meaning assigned to it in clause (x) of sub-rule (1) of Rule 2 of the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Rules, 2022;

(d) “Financial Statements” means the Statement of Financial Position, Statement of Profit or Loss and Other Comprehensive Income, Statement of Cash Flows, Statement of Changes in Equity, Notes to the Financial Statements, and Accounting Policies of a Mutual Fund or its Scheme, prepared in accordance with the financial reporting standards determined by the Financial Reporting Council (FRC) under the International Financial Reporting Standards (IFRS)/International Accounting Standards (IAS) and the Financial Reporting Act, 2015 (Act No. 16 of 2015);

(e) “Unit” means the interest of investors in a Mutual Fund Scheme, which is the smallest integral unit or fractional share representing an undivided part of the assets of the said Scheme;

(f) “Unit Holder or Owner” means the owner of the units of a Mutual Fund Scheme;

(g) “Sponsor” means a bank, financial institution, Commission-registered Asset Management Company, Fund Manager, Insurance Company, statutory body, Public Limited Company, Private Limited Company, any foreign public or private limited company, either alone or jointly with a local sponsor, a recognized and registered Trust Fund, Pension Fund, Provident Fund, Super Annuation Fund, foreign fund approved by the relevant regulatory authority, which forms a Mutual Fund or Scheme either alone or jointly:

Provided that, in the case of a Private Limited Company acting as a Sponsor for a Mutual Fund or its Scheme, it must fulfill the following conditions:

(i) Its minimum net worth shall be 10 (ten) crore Taka;

(ii) It shall have sufficient cash and cash equivalents or liquid assets for the payment of committed sponsor subscription;

(iii) It shall be a regular income tax payer;

(iv) It shall not be in default of loans;

(h) “Significant Control” means the ownership, control, or possession of shares carrying at least 10 (ten) percent voting power by an individual or group of individuals, directly or indirectly, in a company;

(i) “Exchange Traded Fund” means the meaning assigned to it in clause (18) of sub-rule (1) of Rule 2 of the Bangladesh Securities and Exchange Commission (Exchange Traded Fund) Rules, 2016;

(j) “Trustee” means a statutory body or a Public Limited Company registered under the Companies Act, 1994 (Act No. 18 of 1994), which is registered under Rule 20 of these rules for the purpose of holding the assets of a Mutual Fund or its Scheme;

(k) “Debt Securities” means the meaning assigned to it in clause (g) of sub-rule (1) of Rule 2 of the Bangladesh Securities and Exchange Commission (Debt Securities) Rules, 2021;

(l) “Compliance Officer” means an officer appointed by the registered Trustee, Asset Manager, and Custodian under these rules, who ensures compliance with the rules;

(m) “Schedule” means any Schedule to these rules;

(n) “Audit” means the audit of the financial statements of a Mutual Fund or its Scheme, conducted by an auditor on the panel of the Bangladesh Securities and Exchange Commission and simultaneously registered with the Financial Reporting Council (FRC), in accordance with the Financial Reporting Standards, Codes, Guidelines, Rules, or Provisions issued under the Financial Reporting Act, 2015 (Act No. 16 of 2015);

(o) “Inspection Officer” means two or more officers appointed by the Commission under sub-rule (2) of Rule 89 of these rules to inspect the accounts, account books, records, and documents of a Mutual Fund or its Scheme, Trustee, Asset Manager, or Custodian;

(p) “Systematic Investment Plan” means the automatic purchase of units by the investor through investment at specified intervals and specified amounts under an open-end Mutual Fund or Scheme investment plan;

(q) “Institutional Investor” means a company, trust, recognized and registered Trust Fund, Pension Fund, Provident Fund, Super Annuation Fund, Cooperative Society, or any government or statutory body;

(r) “Re-examination Officer” means one or more officers appointed by the Commission under sub-rule (1) of Rule 99 of these rules to uncover reasons for or reasonably evaluate the cancellation of the registration certificate of a Mutual Fund or its Scheme, Asset Manager, Trustee, or Custodian;

(s) “Special Purpose Fund” means a Mutual Fund or Scheme formed for a specific purpose, the Concept Paper of which has been approved by the Commission prior to the commencement of its formation process;

(t) “Form” means any Form provided in the Schedule to these rules;

(u) “Fund Size” means the total Net Asset Value of a Mutual Fund or Scheme on a specific date; however, it shall also mean the total amount raised at the inception of the Mutual Fund or its Scheme;

(v) “Fixed Income Securities” means securities from which a specified amount of interest or profit is payable at specified intervals, and the invested principal is repayable at maturity; however, it shall also include securities that provide interest or profit at an intrinsic or explicit rate;

(w) “Fixed Income Scheme” means a Mutual Fund Scheme formed for the purpose of investing in Fixed Income Securities;

(x) “Fair Value” means the definition and valuation method described in the relevant International Financial Reporting Standard (IFRS);

(y) “Growth Scheme” means a Mutual Fund Scheme whose main objective is long-term capital appreciation rather than higher dividend distribution;

(z) “Annual Report” means a detailed report prepared for a specific financial year of a Mutual Fund or its Scheme, including the financial position, income-expenditure, investment details, dividend distribution to unit holders, auditor’s report, and a summary of the Asset Manager’s activities;

(aa) “Person” means a person defined in clause (j) of Section 2 of The Securities and Exchange Ordinance, 1969;

(bb) “Advertisement” means all types of promotion, which may be published as a notice in a newspaper, circulated as an exhibition, notice, symbol, label, circular, or organized list, displayed as any other document, picture exhibition, or photograph, or promoted via radio, television, or any digital media, or by any other means;

(cc) “Selling Agent” means a person appointed by the Asset Manager for the purpose of selling units of a Mutual Fund or its Scheme; however, any Selling Agent appointed as a natural person must be a certificate holder of a specific course recognized by the Commission;

(dd) “Existing Mutual Fund or Scheme” means those Mutual Funds or their Schemes that have been operating with the Commission’s approval prior to the publication of these rules in the Official Gazette;

(ee) “Open-end Scheme” means a Scheme of a Mutual Fund that offers the sale of its units without specifying a maturity period or Scheme size, and provides purchase and repurchase facilities throughout the year except during the period of book closure;

(ff) “Mutual Fund” means a collective investment scheme formed as an independent legal entity in the form of a Trust and registered with the Commission, which raises funds from the public through the sale of units under one or more Schemes for the purpose of conducting investment activities in specific objectives, types, and sectors in accordance with Rule 67 of these rules; Exchange Traded Funds are also included herein:

Provided that, Exchange Traded Funds shall be registered and operated in accordance with the Bangladesh Securities and Exchange Commission (Exchange Traded Fund) Rules, 2016;

(gg) “Capital Adequacy Ratio” means the meaning assigned to it in clause (c) of sub-rule (1) of Rule 2 of the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2019;

(hh) “Capital Gain or Income” means the meaning assigned to “Capital Gain or Income” in the Income Tax Act, 2023;

(ii) “Price Sensitive Information” means the meaning assigned to it in clause (t) of sub-rule (1) of Rule 2 of the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Rules, 2022;

(jj) “Closed-end Scheme” means a Scheme of a Mutual Fund whose maturity period and size are predetermined and does not issue units on a demand basis;

(kk) “Collective Investment Scheme” means an investment scheme or fund formed in the form of a Trust and operated under the supervision of an Asset Manager in accordance with specific guidelines or rules formulated by the Commission, which raises funds from the public and invests in securities or assets in accordance with the relevant rules or guidelines;

(ll) “Asset Manager” means a person registered under Rule 26 of these rules for the purpose of managing and operating a Mutual Fund or its Scheme and managing and operating the funds of its institutional clients;

(mm) “Government Securities” means securities issued by the Government or on behalf of the Government in accordance with the Government Debt Act, 2022;

(nn) “Transfer” means the change of ownership of units of a Mutual Fund or Scheme through purchase, sale, repurchase, surrender, inheritance, or gift;

(oo) “Custodian” means a person registered under Rule 39 of these rules for the purpose of keeping cash, cash-equivalent assets, other assets, and securities of a Mutual Fund or its Scheme, maintaining accounts of units issued by the Mutual Fund or its Scheme, and participating in the supply of securities or clearing systems on behalf of the client (and the Fund or Scheme);

(pp) “Scheme” means a Scheme formed under a Mutual Fund as described in this Chapter of these rules, declared in accordance with an independent Prospectus or Offer Document approved by the Commission;

(qq) “Interested Party” means the meaning assigned to it in clause (t) of sub-rule (1) of Rule 2 of the Bangladesh Securities and Exchange Commission (Prohibition of Insider Trading) Rules, 2022;

(2) The words or expressions used in these rules for which no definition has been provided shall be used in the meaning assigned to them in the Trust Act, 1882 (Act No. II of 1882), the Registration Act, 1908 (Act No. XVI of 1908), the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Bank Companies Act, 1991 (Act No. 14 of 1991), the Companies Act, 1994 (Act No. 18 of 1994), the Depository Act, 1999 (Act No. 6 of 1999), the Insurance Act, 2010 (Act No. 13 of 2010), and the Financial Reporting Act, 2015 (Act No. 16 of 2015), and any rules or provisions issued thereunder.

Chapter II
Registration of Mutual Fund

Registration of Mutual Fund.—Every Mutual Fund shall be registered under these rules, and no Mutual Fund shall be operated without such registration.
Application for Registration.—An application for the registration of a Mutual Fund shall be made to the Commission in Form ‘A’ by the Sponsor:

Provided that, if any Sponsor had applied for the registration of a Mutual Fund prior to the publication of these rules in the Official Gazette, it shall be considered as an application under this rule and shall be disposed of accordingly.

Application Fee.—Along with each application submitted under Rule 4, an application fee of 01 (one) lakh Taka (non-refundable) shall be paid to the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer; otherwise, no application shall be considered.
Application to Contain Complete Information.—Each application submitted under Rule 4 shall contain complete information as per the instructions mentioned in the prescribed Form; otherwise, the application shall be liable to be rejected:

Provided that, before rejecting any application, the applicant shall be informed in writing within 15 (fifteen) working days from the date of receipt of the application to resolve the objections raised by the Commission within 21 (twenty-one) working days.

Demand for Additional Information or Explanation.—(1) If the Commission deems it necessary in the case of registration of a Mutual Fund, it may demand additional information from the Sponsor regarding the information provided in their application or an explanation of the provided information;

(2) If any information or its explanation is demanded under sub-rule (1), the Sponsor or an authorized representative may personally appear and provide an explanation of the said information if necessary.

Consideration of Application.—The Commission shall duly consider all applications received under Rule 4 and shall give a decision regarding the application within 30 (thirty) working days from the date of receipt of the application:

Provided that, if any additional information or explanation is demanded under Rule 7, the 30 (thirty) working days shall be counted from the date of providing such information.

Disqualification for Registration Approval.—A Mutual Fund shall not be eligible for registration approval if—

(a) It is not formed in the form of a Trust and its Trust Deed is not approved by the Commission;

(b) Its Trustee, Asset Manager, and Custodian are not registered with the Commission under these rules, and all such parties are not independent and separate entities:

Provided that, if the Trustee and Custodian of a previously registered Mutual Fund are the same institution, within 01 (one) year of the publication of these rules in the Official Gazette, the Trustee shall appoint a new Custodian under Rule 42 in place of the existing Custodian, in consultation with the relevant Asset Manager and with the prior approval of the Commission;

Provided that, the Sponsor shall retain the units held by it in the said Scheme for at least 01 (one) year from the date of declaration of the Scheme, and subsequently, at least 10 (ten) percent of the said held units shall be retained permanently:

Further provided that, after the expiry of the said 01 (one) year, the said held units may be transferred to any person eligible to be a Sponsor, with the prior approval of the Commission;

(d) The Sponsor, Asset Manager, Trustee, and Custodian, or any of their directors, are in default of loans according to the latest updated CIB report of the Bangladesh Bank.

Registration Approval.—(1) If there is no disqualification mentioned in Rule 9, the Commission shall approve the application for Mutual Fund registration and register the Mutual Fund:

Provided that, prior to such registration, the applicant shall pay a registration fee of 0.2 (zero point two) percent of the Fund Size declared in the Trust Deed of the relevant Fund to the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer;

(2) If a Mutual Fund is registered, the Commission shall issue a Registration Certificate in Form ‘E’;

(3) A draft Prospectus for public offering shall be submitted to the Commission within 03 (three) months from the date of registration of any Mutual Fund:

Provided that, the Commission may extend the said time limit if it deems reasonable:

Further provided that, the draft Prospectus shall declare that the units of any open-end Scheme of the said Mutual Fund shall be transferred on a platform provided by an Exchange or any recognized institution.

Annual Fee.—(1) Each Scheme of a Mutual Fund registered under these rules shall deposit an annual fee of 0.10% (zero point one zero percent) Taka or 01 (one) lakh Taka, whichever is higher, based on the Fair Value of the last declared Fund Size, to the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer before the start of each financial year:

Provided that, if the annual fee is failed to be deposited during the said period, half the amount of the annual fee shall be deposited as a fine from the own account of the Asset Manager for each month or part thereof of delay;

(2) If a Mutual Fund or any of its Schemes fails to pay the annual fee in accordance with sub-rule (1), the Commission shall not consider the Asset Manager for accepting any new Scheme before the payment of the outstanding fee;

(3) Without prejudice to any provision of these rules, if the Commission considers the reason for delay in fee payment satisfactory, it may permit a Mutual Fund or its Scheme to be exempted from the relevant fee at any time within 60 (sixty) days after the start of the financial year, upon its application.

Matters to be Observed by Registered Mutual Fund.—The Sponsor, Trustee, Asset Manager, and Custodian of each Mutual Fund or its Scheme registered under Rule 10 shall—

(a) Comply with all relevant laws and provisions of these rules;

(b) Ensure continuous internal audit;

(c) Inform the Commission immediately upon being informed that any previously submitted, published, or declared information or matter is materially false or untrue;

(d) Inform the Commission immediately if any material change occurs in any previously submitted information or description related to the registration granted by the Commission;

(e) Provide full cooperation in this matter, including permission to examine any related person, along with all its directors, officers, and other employees, during any inspection, re-examination, investigation, or inquiry by the Commission;

(f) Submit the account books, documents, and other necessary information requested to the relevant officer if required for any inspection, re-examination, investigation, or inquiry;

(g) Submit the fund or Scheme-based account details submitted by the Asset Manager to the Trustee Board meeting for approval; however, the dividend approved by the Trustee Board shall be considered final;

(h) Provide Unit Holders in open-end Schemes with the option to either receive cash dividends or take new units under a Cumulative Investment Plan in lieu of cash dividends.

Note: Cumulative Investment Plan means the issuance of new units of the Scheme equivalent to the amount of cash dividends based on the Net Asset Value (Net Asset Value after declaration of cash dividend) in lieu of cash dividends. However, receiving cash dividends or taking new units under a Cumulative Investment Plan shall be entirely at the discretion of the Unit Holder.

Prohibition on Appointment of Officers and Employees.—(1) No officer/employee shall be appointed for the management of any Mutual Fund or its Scheme;

(2) The Trustee, Custodian, or Asset Manager shall not appoint any officer/employee in the name of any Mutual Fund or its Scheme other than its own company name;

(3) The Trustee, Custodian, or Asset Manager shall not charge/levy the salary, allowance, or any benefit of its officers/employees on the Mutual Fund or its Scheme;

(4) No officer/employee of the Trustee, Custodian, or Asset Manager involved in the operation or management of any Mutual Fund shall simultaneously be an officer/employee of a Stock-Broker, Stock-Dealer, or Portfolio Manager.

Action in Case of Non-Approval of Registration.—(1) If a Mutual Fund is considered unsuitable for registration by the Commission in light of the matters mentioned in Rule 9, the Commission may reject the relevant application;

(2) If any application is rejected under sub-rule (1), the Commission shall inform the applicant in writing of the decision along with the reasons within 30 (thirty) working days from the date of receipt of the application;

(3) Any person aggrieved by any decision taken by the Commission under sub-rule (2) may apply to the Commission for reconsideration of the decision within 30 (thirty) working days from the date of being informed of it;

(4) If any application is received under sub-rule (3), the Commission shall reconsider it and, if necessary, provide the applicant with an opportunity for personal explanation or hearing, and shall inform the applicant of its decision within 30 (thirty) working days from the date of receipt of the application or, as the case may be, the date of receipt of the personal explanation or hearing.

Chapter III
Formation and Management of Mutual Fund

Procedure for Formation of Mutual Fund.—(1) Every Mutual Fund shall be formed in the form of a Trust under the Trust Act, 1882 (II of 1882) and its Trust Deed shall be registered under the Registration Act, 1908 (XVI of 1908);

(2) A Mutual Fund may be formed for the purpose of operating one or more Schemes:

Provided that, in the case of multiple Schemes under the same Fund, it shall not be necessary to register different Trust Deeds;

(3) The said Trust Deed shall be executed by the Sponsor before the Trustee;

(4) The name of each Mutual Fund shall begin with the name of the relevant Asset Manager; and the name of the Sponsor may also be attached to the name of the Fund:

Provided that, if multiple Schemes are formed under the same Mutual Fund, the name of the Scheme shall be attached to the name of the relevant Fund and the name of the said Scheme;

(5) The naming of the Mutual Fund or its Scheme shall be consistent with the investment objective:

Provided that, if a Scheme is formed for a specific investment objective, the naming of the Mutual Fund or its Scheme shall be consistent with the investment objective;

(6) In the case of adopting a new Sponsor for the formation of a new Scheme under a Mutual Fund, the name of the new Sponsor may be attached to the naming of the Scheme;

(7) The said Trust Deed shall be submitted to the Commission for approval prior to its registration, and after the approval of the Commission, the said Trust Deed shall be registered:

Provided that, no clause or provision of the registered Trust Deed shall be changed, expanded, amended, or modified without the approval of the Commission;

(8) The said Trust Deed shall mention the matters or provisions described in the Second Schedule of these rules:

Provided that, the Standard Trust Deed approved/verified from time to time by the Commission shall be followed;

(9) The said Trust Deed shall not mention any matter that—

(a) Limits or terminates the liability and obligations of the Trust regarding the Mutual Fund or its Unit Owners; or

(kh) The trustee, custodian, or asset manager shall be exempted from liability even if unit holders suffer losses or damages due to negligence by the trustee, custodian, or asset manager, or due to any act or omission by them; or

(g) It is inconsistent with these Rules:

Provided that, if the trust deed contains any matter inconsistent with these Rules, the provisions of these Rules shall prevail.

(10) The registered office of the Mutual Fund, i.e., the registered office of the Trustee, Custodian, or Asset Manager, and the website of the Asset Manager must keep the trust deed of each Mutual Fund under its management, the prospectus of each of its schemes, and the investment management agreement open to the public. If anyone requests, a certified copy of the deed must be supplied at the prescribed value.

Management of Mutual Fund.—(1) To keep the assets of each Mutual Fund indivisibly, a Trust registered under Rule 20 of these Rules must be appointed as Trustee, and the Trust Deed executed under Rule 15 must be executed in favor of the Trustee;

(2) For the management of each Mutual Fund and the operation of its schemes, an Asset Manager registered under Rule 26 of these Rules must be appointed as the Asset Manager of such Fund or Scheme;

(3) For the purpose of keeping securities and all other assets of each Mutual Fund in custody, a Custodian registered under Rule 39 of these Rules must be appointed as the Custodian of the Fund; and such Custodian shall operate all securities accounts (e.g., BOID and BPID), all types of bank accounts, and depositaries in the name of the Fund or Scheme, as well as the unit issuance or redemption accounts of the Fund or Scheme.

Fourth Chapter
Trustee

Registration as Trustee.—Any statutory body or any public limited company must be registered by the Commission in accordance with these Rules for appointment as Trustee of any Mutual Fund:

Provided that, if any private limited company has previously been registered as a Trustee, it must be converted into a public limited company within 06 (six) months of the publication of these Rules in the Government Gazette:

Further provided that, if any registered Trustee fails to convert from a private limited company to a public limited company within such period, the Commission may cancel its registration and, after consultation with the promoter, asset manager, and custodian of the relevant Mutual Fund or Scheme under it, appoint a new Trustee under Rule 20 in its place.

Application for Registration.—(1) An application in Form ‘Kha’ must be submitted to the Commission for registration as a Trustee, and a fee of 50,000 (fifty thousand) Taka (non-refundable) must be deposited with the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer;

(2) A copy of the Memorandum and Articles of Association or, if applicable, the relevant Act of the applicant must be submitted to the Commission along with the application under sub-rule (1);

(3) The provisions of Rules 6, 7, and 8 shall apply to the application under sub-rule (1).

Disqualification for Grant of Registration.—(1) An applicant Trustee shall not be eligible for registration if—

(k) It does not have a paid-up capital of at least 10 (ten) crore Taka:

Provided that, if the paid-up capital of any previously registered Trustee is less than 10 (ten) crore Taka, it must enhance its paid-up capital to at least 10 (ten) crore Taka within 01 (one) year of the publication of these Rules in the Government Gazette:

Further provided that, if any registered Trustee fails to enhance its paid-up capital to at least 10 (ten) crore Taka within such period, the Commission may cancel its registration and, after consultation with the promoter, asset manager, and custodian of the relevant Mutual Fund or Scheme under it, appoint a new Trustee under Rule 20 in its place;

(kh) According to the latest updated CIB Report of Bangladesh Bank, it or any of its directors is a loan defaulter;

(g) It does not have a good reputation for integrity in transactions;

(g) It or any of its directors is a promoter, asset manager, stock-dealer, stock-broker, merchant banker, or portfolio manager of any Mutual Fund, or is a director of any company or organization subordinate to it or them, or is related to it or them in any way;

(ng) Its Chief Executive Officer does not have at least 05 (five) years of executive experience in finance or capital markets, and other officers do not have the necessary experience in finance or capital markets:

Provided that, if a company is registered solely to provide Trustee services, the Chief Executive Officer of such company must have 05 (five) years of experience in finance or capital markets and at least 10 (ten) years of work experience;

(ch) It does not have sufficient staff including 01 (one) legal advisor to operate the Trustee’s activities:

Provided that, such legal advisor must have detailed knowledge of corporate and securities laws and at least 5 (five) years of experience in the relevant field:

Further provided that, if the Trustee operates at least one or more Shariah-based Mutual Fund schemes, there must be at least 01 (one) Shariah advisor;

(ch) It does not have at least 01 (one) supervisory officer:

Provided that, such supervisory officer must have at least 02 (two) years of experience in capital markets and at least 05 (five) years of work experience:

Further provided that, such supervisory officer must complete the certificate courses determined by the Commission from time to time;

(j) It does not have a place of business, office, necessary equipment for service delivery, and its own website (Web-site);

(j) It does not maintain sufficient capital according to the Capital Adequacy Ratio as per the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2019:

Provided that, any previously registered Trustee must maintain sufficient capital according to the Capital Adequacy Ratio within 01 (one) year of the publication of these Rules in the Government Gazette;

(j) It does not have an updated trade license;

(j) It does not have a policy on the appointment of officers and employees and code of conduct approved by the Board of Directors within 01 (one) year of receiving the registration certificate or the publication of these Rules in the Government Gazette, whichever is later;

(j) It does not comply with any other conditions determined by the Commission from time to time;

(2) The Commission may, in the public interest, relax any of the provisions of sub-rule (1) for any applicant, explaining the appropriate reasons.

Grant of Registration.—(1) If there is no disqualification mentioned in Rule 19, the Commission shall approve the registration application within 30 (thirty) working days of receiving the application and register such applicant as a Trustee:

Provided that, prior to such registration, the applicant must deposit a registration fee of one lakh Taka with the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer;

(2) If any applicant is registered as a Trustee, the Commission shall issue a registration certificate in Form ‘Ng’.

Action in Case of Rejection of Registration.—(1) If an applicant has any disqualification mentioned in Rule 19 as per sub-rule (1) of Rule 18, the Commission may reject the application for registration as a Trustee;

(2) If any application is rejected under sub-rule (1), the Commission shall inform the applicant in writing of the decision with reasons within 30 (thirty) working days of receiving the application;

(3) An applicant aggrieved by the decision taken by the Commission under sub-rule (2) may apply to the Commission requesting reconsideration of the decision within 30 (thirty) working days of being informed of it;

(4) Upon receiving any application under sub-rule (3), the Commission shall reconsider it and, if necessary, provide the applicant with an opportunity for personal explanation or hearing, and inform the applicant of its decision in writing within 30 (thirty) working days from the date of receiving the application or, if applicable, the date of accepting the personal explanation or hearing.

Annual Fee.—(1) Each Trustee registered under these Rules must submit a compliance report of Rule 19 before the start of each financial year and deposit an annual fee of 50,000 (fifty thousand) Taka with the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer:

Provided that, if such compliance report and annual fee are not deposited within such period, a penalty equal to half of the annual fee must be deposited with the Commission for each month or part thereof of delay;

(2) If any Trustee fails to submit such compliance report and annual fee as per sub-rule (1), the Commission shall not consider such Trustee as a Trustee for any new Fund until such compliance report is submitted and outstanding fees are paid;

(3) Without prejudice to any provision of these Rules, if the Commission considers the reason for delay in submitting such compliance report or paying fees satisfactory, it may, based on the application, permit any Trustee to submit the relevant compliance report and fee at any time within 60 (sixty) days after the start of the financial year.

Appointment and Cancellation of Fund Trustee.—(1) The promoter of each Mutual Fund shall appoint a Trustee registered under Rule 20 of these Rules for the purpose of keeping its assets indivisibly;

(2) Any Trustee appointed under sub-rule (1) shall not be a subsidiary, subordinate, or associate of the promoter or asset manager or custodian of the relevant Fund:

Provided that, the Commission may relax the provisions of this sub-rule (2) for any Trustee in the public interest;

(3) A supervisory officer of the Trustee may not serve as a supervisory officer for more than 10 (ten) schemes;

(4) Prior approval of the Commission must be obtained for any changes in the appointment of Trustee (e.g., Trustee Board, Shariah Supervisory Board, etc.);

(5) If at least two-thirds (based on the number of units) of the unit holders of any Mutual Fund scheme apply in writing, or if the Commission considers it appropriate in the public interest, the Commission may cancel the appointment of any Trustee and, after consultation with the promoter, asset manager, and custodian, appoint a new Trustee in its place:

Provided that, the Commission shall not make a decision to cancel the appointment of a Fund’s Trustee without providing an opportunity for personal hearing;

(6) A Trustee may not retire until another Trustee is appointed in its place;

(7) Before transferring responsibilities to the new Trustee, the existing Trustee shall conduct a special audit of the relevant Fund’s accounts by a special auditor and submit a special audit report to the new Trustee and the Commission;

(8) The Trustee shall form a separate “Board of Trustees” (hereinafter referred to as Trustee) for each Fund, subject to the fulfillment of the following conditions and approval of the Commission, namely:—

(k) The Trustee Board shall be formed with at least 03 (three) members; one-third of them shall be independent members;

(kh) Independent members shall not be related to any party of the relevant Trustee or Fund, nor shall they be a party with interest in it;

(g) Independent members must have at least a graduation or honors degree in any matter of business or commerce, economics, or statistics, and at least 05 (five) years of work experience in capital markets;

(9) If any Mutual Fund or any of its schemes is operated on a Shariah basis, the Trustee shall form a Shariah Supervisory Board with at least 02 (two) Shariah experts and 03 (three) members:

Provided that, such Supervisory Board shall have at least 01 (one) Shariah advisor who is a professional (professional) Fakih and has detailed knowledge of Fiqh-i-Muamalat or Islamic transactions:

Further provided that, the President of such Supervisory Board shall be a Fakih member.

Duties and Responsibilities of Trustee.—(1) The Trustee has the right to obtain any information related to the operation of the Fund from the Asset Manager or Custodian, and the Trustee may occasionally request interim reports from the Asset Manager or Custodian;

(2) If the Trustee ever feels that the activities of any Mutual Fund or any of its schemes are not being operated in accordance with the relevant laws, rules, trust deed, or instructions issued by the Commission from time to time, the Trustee shall immediately take all necessary measures, including suspending all types of bank accounts, account books, BP accounts, Trustee or Asset Manager management fees, etc., of such Fund or Scheme, and taking legal action, and inform the Commission regarding the same;

(3) The Trustee shall ensure that all necessary documents are executed for any acquisition and transfer on behalf of the Fund, and ensure that all transactions by the Asset Manager or Custodian are executed properly in accordance with these Rules;

(4) The Trustee shall supervise whether the Asset Manager and Custodian are complying with these Rules properly, and the Trustee shall be liable for any failure of such supervision. Additionally, the Trustee shall be liable for any loss to the Fund due to its negligence;

(5) If the Trustee has the power by the Trust Deed, it shall execute an investment management agreement with the Asset Manager containing the matters mentioned in the Third Schedule and other matters necessary for the investment of the Mutual Fund’s funds;

(6) The Trustee shall oversee the assets of the Mutual Fund or its schemes and keep them indivisibly on behalf of the unit holders in accordance with these Rules and the Trust Deed;

(7) The Trustee, by virtue of the Trust Deed, shall act as the Legal Owner of the Mutual Fund or its schemes on behalf of the unit holders and shall fulfill the fiduciary responsibility to protect the beneficial interest of the unit holders;

(8) The Trustee shall ensure that all transactions of the Mutual Fund are conducted in accordance with the Trust Deed and the Third Schedule of these Rules;

(9) The Trustee shall be responsible for maintaining accounts for money payable to the Mutual Fund and money received in the Mutual Fund on behalf of the unit holders of any scheme, in accordance with these Rules and the Trust Deed;

(10) The Trustee shall receive quarterly reports from the Asset Manager in the format determined by the Commission from time to time, examine them, and submit them to the Commission within one month after receiving the quarterly reports, confirming whether the Asset Manager is complying with them properly;

(11) The Trustee shall approve the designated signatory of the Custodian for opening, transferring, mortgaging, and operating all securities accounts (i.e., account books, BP accounts) or all types of bank accounts of the relevant Fund or Scheme, and ensure that such accounts are operated under the Custodian;

(12) The Trustee and Custodian shall ensure that statements of all types of bank accounts operated in the name of each Mutual Fund or its schemes are available for the Asset Manager to collect as needed when opening bank accounts;

(13) The Trustee shall exercise all powers granted by the Trust Deed on behalf of the “Board of Trustees,” and the Trustee’s responsibilities shall rest with the Trustee Board;

(14) At Trustee Board meetings, among other matters, the following items shall be included in the agenda, namely:—

(k) Approval of audited account statements;

(kh) Approval of unaudited (quarterly and semi-annual) account statements;

(g) Taking and approving specific decisions regarding dividends, book closure, and record dates, etc.;

(g) Approval of quarterly reports of the Fund or Scheme;

(ng) Review of related-party transactions between any Mutual Fund and the Asset Management Company or its interested parties on a quarterly basis;

(ch) Approval of opening, closing, renewal, or transfer of any bank account, BO account, or BP account in the name of the Fund or Scheme, and approval of the operators and signatories of such accounts;

(ch) Reviewing or deciding on proposals or decisions regarding the activities or changes of the Fund’s parties;

(j) Taking any proposals or decisions regarding the dissolution or termination (i.e., proposal for dissolution before maturity) of the Fund or Scheme;

(j) Any other matter by virtue of the Trust Deed;

(15) The Trustee shall convene a meeting of unit holders by giving 21 (twenty-one) days’ notice within 15 (fifteen) days of the occurrence of the following situations, namely:—

(k) If the Commission orders the convening of a meeting in the interest of unit holders; or

(kh) If three-fourths (based on the number of units) of the unit holders of any one scheme or all schemes request a meeting; or

(g) If the Trustee wishes to terminate any scheme or pay the value of units before time, or amend any scheme; or

(g) If the net asset value determined on a fair value basis for any scheme is 40% less than the net asset value determined on a purchase price basis;

(ng) If the trading price of units of any maturity scheme, based on a 06 (six) month average, is 25% less than the net asset value determined on a fair value basis;

(ch) If any scheme fails to pay dividends for 03 (three) consecutive years; or

(ch) If the number of unit holders of any non-maturity scheme falls below 25 (twenty-five);

(16) The Trustee shall keep updated information regarding all assets acquired under the Mutual Fund or its schemes, all types of securities accounts (BO accounts or BP accounts), all types of bank accounts, and information on the authorized signatories of such accounts, along with other necessary updated information, under its own supervision; and such information shall be retained for at least 07 (seven) years even after the dissolution of the Fund or its schemes.

Fifth Chapter
Asset Manager

Registration as Asset Manager.—Any company or statutory body registered under the Companies Act, 1994 (Act No. 18 of 1994) must be registered by the Commission in accordance with these Rules for appointment as Asset Manager of any Mutual Fund, and no company or statutory body may operate as an Asset Manager without such registration:

Provided that, if any private limited company has previously been registered as an Asset Manager or if the total fund size (at purchase price) of all Mutual Funds or schemes under its management is 250 (two hundred fifty) crore Taka or more, it must be converted into a public limited company within 01 (one) year of the publication of these Rules in the Government Gazette, or within 06 (six) months after the total fund size of all Mutual Funds or schemes under its management reaches 250 (two hundred fifty) crore Taka:

Further provided that, if any registered Asset Manager fails to convert from a private limited company to a public limited company within such period, the Commission may cancel its registration, and the Trustee of the relevant Mutual Fund or scheme under its management, with the prior approval of the Commission and after consultation with the Custodian, may appoint a new Asset Manager under Rule 31 in its place.

Application for Registration.—(1) An application in Form ‘G’ must be submitted to the Commission for registration as an Asset Manager, and a fee of one lakh Taka (non-refundable) must be deposited with the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer;

(2) A copy of the Memorandum and Articles of Association or, if applicable, the relevant Act or Order of the applicant must be submitted to the Commission along with the application under sub-rule (1);

(3) The provisions of Rules 6, 7, and 8 shall apply to the application under sub-rule (1).

Disqualification for Grant of Registration.—(1) An applicant Asset Manager shall not be eligible for registration if—

(k) It does not have a paid-up capital of at least 10 (ten) crore Taka:

Provided that, if the paid-up capital of any previously registered Asset Manager is less than 10 (ten) crore Taka, it must enhance its paid-up capital to at least 10 (ten) crore Taka within 03 (three) years of the publication of these Rules in the Government Gazette:

Further provided that, if any registered Asset Manager fails to enhance its paid-up capital to at least 10 (ten) crore Taka within such period, the Commission may cancel its registration, and the Trustee of the relevant Mutual Fund or scheme under its management, with the prior approval of the Commission and after consultation with the Custodian, may appoint a new Asset Manager under Rule 31 in its place;

(kh) According to the latest updated CIB Report of Bangladesh Bank, it or any of its directors is a loan defaulter;

(g) It does not have a good reputation for integrity in transactions;

(g) It or any of its directors is a director of any Trustee or Custodian, or is a stock-dealer, stock-broker, merchant banker, or portfolio manager, or is a director of any company or organization subordinate to it or them, or is a party with interest in it or them;

(ng) One-fifth of the total members of its Board of Directors are not independent directors:

Provided that, the Board of Directors shall appoint independent directors subject to the Commission’s no-objection, and such appointment must be approved by shareholders at the Annual General Meeting:

Further provided that, independent directors shall not be shareholders of such company or organization, nor members of the shareholders’ families, nor directors of any company or organization subordinate to it or them, nor parties with interest in it or them:

Further provided that, previously registered Asset Managers must comply with the provision of independent directors within 01 (one) year of the publication of these Rules in the Government Gazette;

(ch) Its Chief Executive Officer does not have 05 (five) years of experience in finance or capital markets and at least 10 (ten) years of work experience;

(ch) It does not have at least 01 (one) supervisory officer:

Provided that, such supervisory officer must have at least 02 (two) years of experience in capital markets and at least 05 (five) years of work experience:

Further provided that, such supervisory officer must complete the certificate courses determined by the Commission from time to time;

(j) It does not have necessary staff, place of business, office, necessary equipment for service delivery, and its own website (Web-site);

(j) It does not have an updated trade license;

(j) It does not maintain sufficient capital according to the Capital Adequacy Ratio as per the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2019:

Provided that, any previously registered Asset Manager must maintain sufficient capital according to the Capital Adequacy Ratio within 01 (one) year of the publication of these Rules in the Government Gazette;

(2) The Commission may, in the public interest, relax any of the provisions of sub-rule (1) for any applicant, explaining appropriate reasons.

Grant of Registration.—(1) If there is no disqualification mentioned in Rule 27, the Commission shall approve the registration application within 30 (thirty) working days of receiving the application and register such applicant as an Asset Manager:

Provided that, prior to such registration, the applicant must deposit a registration fee of five lakh Taka with the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer;

(2) If any applicant is registered as an Asset Manager, the Commission shall issue a registration certificate in Form ‘Ng’;

(3) A lock-in (Lock-in) shall remain in effect on the shares of the promoters of the Asset Manager for 03 (three) years from the date of receiving its registration certificate.

Action in Case of Rejection of Registration.—(1) If any disqualification mentioned in Rule 27 exists, the Commission may reject the application for Asset Manager registration;

(2) If any application is rejected under sub-rule (1), the Commission shall inform the applicant in writing of the decision with reasons within 30 (thirty) working days of receiving the application;

Annual Fee.—(1) Each Asset Manager registered under these Rules must submit a compliance report of Rule 27 before the start of each financial year and deposit an annual fee of 01 (one) lakh Taka with the Commission via Pay Order, Bank Draft, or Electronic Fund Transfer:

Provided that if the said control report and annual fee are not submitted within the said period, a penalty equal to half of the annual fee shall be deposited with the Commission for each month or part thereof of delay;

(2) If an asset manager fails to submit a control report and pay the annual fee in accordance with sub-rule (1), the Commission shall not consider any application by the said asset manager to assume responsibility as an asset manager for any new fund or scheme prior to the submission of the said control report and payment of the outstanding fee;

(3) Without prejudice to any provision of these Rules, if the Commission is satisfied with the reason for delay in submitting the control report or paying the fee, it may, upon application by any asset manager, permit the submission of the relevant control report and fee at any time within 60 (sixty) days after the start of the financial year.

Appointment and Cancellation of Asset Manager.—(1) Subject to the approval of the Commission, the promoter of each mutual fund, or if empowered by the trust deed, the Trustee, shall appoint an asset manager for the purpose of managing and operating the mutual fund or any scheme thereof, and enter into an investment management contract containing the matters specified in the Third Schedule and other necessary matters regarding the investment of the funds of the mutual fund or any scheme thereof;

(2) The Trustee, with the prior permission of the Commission, may cancel the appointment of any asset manager in the interest of the mutual fund or if two-thirds of the unit holders (based on the number of units) demand it, and shall inform the Commission in writing within 03 (three) working days;

(3) The Commission may cancel the appointment of any asset manager in the public interest, subject to providing an opportunity for personal hearing;

(4) Upon receiving reasonable notice of resignation from the asset manager, the Trustee may, with the prior approval of the Commission, release the said asset manager from the management of the relevant mutual fund or any scheme thereof:

Provided that such release shall not take effect until a new asset manager assumes responsibility with the approval of the Commission;

(5) The appointment or change of an asset manager must be made with the prior approval of the Commission.

Appointment, Dismissal, etc. of Chief Executive Officer.—(1) Subject to the prior approval of the Commission, the Board of Directors shall appoint a qualified and experienced person as a full-time “Chief Executive Officer” who will serve as the head of management of the said asset manager:

Provided that the Chairman of the Board of Directors of the asset manager and the Chief Executive Officer of the asset manager cannot be the same person:

Further provided that within 06 (six) months of the publication of these Rules in the Government Gazette, a person possessing the qualifications and experience described in these Rules must be appointed as Chief Executive Officer:

Further provided that if the Board of Directors fails to make such appointment within the said period, the Commission may, if necessary, appoint a suitable person to this position until a regular Chief Executive Officer is appointed, but the relevant asset manager shall pay/bear his salary, allowances, and other benefits;

(2) A person appointed as Chief Executive Officer shall not be associated with any institution (other than the relevant asset management company) directly or indirectly involved in stock exchange or market intermediation or securities business, and shall submit an undertaking to this effect at the time of appointment:

Provided that if the Chief Executive Officer is directly or indirectly involved in securities business in his own name or through any other medium, he shall submit monthly reports on securities purchase/sale and portfolio reports to the Commission;

(3) The Chief Executive Officer shall remain in office for a term of 04 (four) years from the date of his appointment and may be reappointed with the prior approval of the Commission:

Provided that the term of reappointment each time shall not exceed 04 (four) years:

Further provided that no person who has attained the age of 70 (seventy) years shall be eligible for appointment to or continue in the post of Chief Executive Officer; however, in the case of a Chief Executive Officer appointed prior to the publication of these Rules in the Government Gazette, the Commission may relax the age limit:

Further provided that no person convicted of a financial penalty for violation of the Securities Act, Rules, and Regulations shall be eligible for appointment to the post of Chief Executive Officer until at least 02 (two) years have elapsed since the recovery of the said penalty;

(4) The Chief Executive Officer must be free from loan defaults according to the latest updated information obtained from the Credit Information Bureau (CIB) Report of Bangladesh Bank;

(5) If the Chief Executive Officer fails to properly perform the duties entrusted to him or is found guilty of misconduct or moral turpitude, the Board of Directors may, subject to the prior approval of the Commission, dismiss or remove him:

Provided that before taking a decision to dismiss or remove him, he shall be given a reasonable time and an opportunity to present his written and oral views on the relevant allegations;

(6) If the Chief Executive Officer wishes to resign, he shall apply to the President of the Board of Directors with 03 (three) months' advance notice and provide a copy to the Commission;

(7) If the post of Chief Executive Officer of any asset manager is vacant or he is unable to perform his duties for any reason, his next senior officer shall perform the interim duties of the Chief Executive Officer;

(8) If the Board of Directors fails to make an appointment to the said post within 90 (ninety) days after the vacancy of the Chief Executive Officer post, the Commission may, if necessary, appoint a suitable person to this position until a regular Chief Executive Officer is appointed; however, the relevant asset manager shall pay/bear his salary, allowances, and other benefits;

(9) The Commission may issue instructions from time to time regarding the qualifications of the Chief Executive Officer, if necessary:

Provided that if any asset manager is a subsidiary of a state-owned institution or a statutory body, or if the Chief Executive Officer of the said asset manager is directly appointed by the government, the prior approval of the Commission shall not be required for the appointment of such Chief Executive Officer; however, the appointed Chief Executive Officer shall submit an undertaking to the Commission in accordance with sub-rule (2) and shall be liable in accordance with Rule 33 and Rule 34;

(10) If any Chief Executive Officer violates the Securities Act or is penalized with a fine for violating the Securities Act, Rules, and Regulations, the Commission may, in the interest of unit holders or in the public interest, subject to providing an opportunity for personal hearing, remove or dismiss the Chief Executive Officer of the asset manager.

Powers and Responsibilities of Chief Executive Officer.—(1) The Chief Executive Officer of the asset manager shall implement all laws, rules, regulations, directives, orders, subordinate laws, or directives/orders issued from time to time by the Commission or the Board of Directors related to the securities market in the relevant context:

Provided that if any order or directive issued by the Board of Directors conflicts with the Securities Act, Rules, and Regulations or orders/directives issued by the Commission, the Securities Act, Rules, and Regulations or orders/directives issued by the Commission shall prevail in that case;

(2) The Chief Executive Officer shall ensure compliance with these Rules and supervise the activities of the officers and employees of the relevant asset manager;

(3) The Chief Executive Officer shall be a member of any committee formed by the Board of Directors:

Provided that he shall not be a member of any committee formed for the purpose of taking disciplinary action against the Chief Executive Officer;

(4) In special circumstances, the Chief Executive Officer may perform/exercise duties or powers not entrusted to him by simultaneously informing the President of the Board of Directors and the Commission; however, he must seek ratification of the incident at the next meeting of the Board of Directors;

(5) The Chief Executive Officer shall submit reports on administrative activities and compliance with the Securities Act, Rules, and Regulations, subordinate laws, directives, or orders to the Commission and the Board of Directors as requested by the Commission;

(6) The Chief Executive Officer shall be responsible for protecting the interests of unit holders or the fund;

(7) With the permission of the Board of Directors and, where applicable, informing the Trustee and Custodian, the Chief Executive Officer of any asset manager may stay outside Bangladesh for a maximum of 90 (ninety) days:

Provided that if staying outside Bangladesh for more than ninety days, prior permission of the Commission must be obtained.

Restrictions on Activities of Asset Manager.—Any asset manager—

(a) shall not act as a Trustee or Custodian of any mutual fund;

(b) shall not undertake or manage any work other than those mentioned in Rule 35 regarding the duties and responsibilities of the asset manager, nor issue scheme unit certificates based on agreement with the promoter and Trustee, prepare prospectus, form investment portfolios and manage/operate them, determine Net Asset Value (NAV), prepare, supply, and present financial and other reports, and provide investment management and advisory services without the prior approval of the Commission;

(c) No asset manager or its director, partner, manager, or Chief Executive Officer, however designated, shall be involved in the purchase, sale, or transaction of securities in its own account or through any other medium based on undisclosed price-sensitive information while performing professional duties;

(d) No asset manager shall become a member of the Board of Directors of any company through investment from any mutual fund or scheme managed by it;

(e) No asset manager shall invest in shares, bonds, debentures, or ISSB issued by any accused or affiliate company of the mutual fund or scheme managed by it, or any company related to the interests of its directors.

Duties and Responsibilities of Asset Manager.—(1) The asset manager shall take all reasonable and necessary steps for the management of the mutual fund's operations and operation of its schemes, and ensure that investments in funds associated with any scheme do not contravene these Rules, the trust deed, prospectus, and the interests of unit holders;

(2) For all existing registered mutual funds or any scheme thereof, and for all accounts maintained in banks or financial institutions as securities accounts, the provisions of Rule 43 must be complied with, if necessary;

(3) The asset manager shall submit reports to the Commission, Trustee, and Custodian within 30 (thirty) days after the end of each quarter (i.e., March 31, June 30, September 30, and December 31) regarding the operations of the fund under its management, i.e., each scheme thereof, which must be approved by the Board of Directors of the asset management company;

(4) The asset manager shall take necessary measures regarding the following among others, namely:—

(a) Regulatory compliance and reporting activities;

(b) Preparation and distribution of prospectuses, annual and periodic reports for mutual fund schemes, and other information for investors;

(d) Maintenance of books of accounts, accounting activities, and preparation of tax returns;

(e) Insurance and other services; and

(f) Preservation of all books of accounts, records, and documents required to be kept under these Rules for at least 12 (twelve) years.

Chapter Six
Custodian

Registration as Custodian.—To be appointed as a custodian for any mutual fund or any scheme thereof, any bank, financial institution, statutory body, public limited company, or depository must be registered with the Commission in accordance with these Rules, and without such registration, no bank, financial institution, statutory body, public limited company, or depository shall operate as a custodian:

Provided that if a private limited company is registered as a custodian, it must be converted into a public limited company within 01 (one) year of the publication of these Rules in the Government Gazette.

Application for Registration.—(1) An application for registration as a custodian must be submitted in Form 'G', and a fee of 50,000 (fifty thousand) Taka (non-refundable) must be deposited with the Commission via pay order, bank draft, or electronic fund transfer;

(2) Along with the application under sub-rule (1), copies of the Memorandum and Articles of Association of the applicant, or if applicable, the relevant Act or Order, must be submitted to the Commission;

(3) The provisions of Rules 6, 7, and 8 shall apply to the application under sub-rule (1).

Disqualification for Grant of Registration.—(1) Any applicant shall not be eligible for grant of registration as a custodian if—

(a) It does not have a paid-up capital of at least BDT 20 (twenty) billion:

Provided that if the paid-up capital of any previously registered custodian is less than BDT 20 (twenty) billion, it must enhance its paid-up capital to at least BDT 20 (twenty) billion within 01 (one) year of the publication of these Rules in the Government Gazette:

Further provided that if a registered custodian fails to enhance its paid-up capital to at least BDT 20 (twenty) billion within the said period, the Commission may cancel its registration, and the Trustee of the relevant mutual fund or scheme under its management, with the prior approval of the Commission and in consultation with the asset manager, shall appoint a new custodian in accordance with Rule 42 in its place;

(b) According to the latest updated CIB Report of Bangladesh Bank, it or any of its directors is a loan defaulter;

(d) It or any of its directors becomes a director of any asset manager, or stock-dealer, stock-broker, merchant banker, and portfolio manager, or becomes a director of any company or organization under it/them, or becomes a party interested in it/them;

(e) Its Chief Executive Officer does not have at least 05 (five) years of experience in the capital market along with at least 10 (ten) years of work experience;

(f) It lacks necessary manpower, business premises, office, equipment required for service delivery, own IT Infrastructure, and own Web-site;

(g) It lacks a Depository Participant Certificate under the Depositories Act, 1999 or the regulations framed thereunder:

Provided that the provisions of this clause shall not apply when accepting the custodian certificate by the Depository;

(h) It does not maintain sufficient capital according to the Capital Adequacy Ratio as per the Bangladesh Securities and Exchange Commission (Risk Based Capital Adequacy) Rules, 2019:

Provided that any previously registered custodian must maintain sufficient capital according to the said Capital Adequacy Ratio within 01 (one) year of the publication of these Rules in the Government Gazette;

(i) It does not have at least 01 (one) supervisory officer:

Provided that the said supervisory officer must have at least 02 (two) years of experience in the capital market along with at least 05 (five) years of work experience:

Further provided that the said supervisory officer must hold a certificate course determined by the Commission from time to time;

(j) It lacks an updated trade license;

Bangladesh Securities and Exchange Commission (Mutual Fund) Rules, 2025

Lineage: In force