GUIDELINES ON THE FORM AND CONTENT OF PROSPECTUSES FOR MUTUAL FUND PUBLIC OFFERINGS

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA

COPY

FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 25 /POJK.04/2020

CONCERNING

GUIDELINES ON THE FORM AND CONTENT OF PROSPECTUSES IN THE FRAMEWORK OF MUTUAL FUND PUBLIC OFFERINGS

BY THE GRACE OF GOD THE ALMIGHTY

THE COMMISSIONERS' COUNCIL OF THE FINANCIAL SERVICES AUTHORITY,

Considering:

a. that with the transfer of functions, duties, and authority for the regulation and supervision of financial services activities in the capital market sector, including regarding guidelines on the form and content of prospectuses in the framework of mutual fund public offerings, from the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority;

b. that to provide clarity and certainty regarding guidelines on the form and content of prospectuses in the framework of mutual fund public offerings, existing legislation in the capital market sector regarding such guidelines issued prior to the establishment of the Financial Services Authority needs to be changed into a Financial Services Authority Regulation;

c. that based on the considerations referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation regarding Guidelines on the Form and Content of Prospectuses in the Framework of Mutual Fund Public Offerings;

Recalling:

1. Law Number 8 of 1995 concerning the Capital Market (State Gazette of the Republic of Indonesia Year 1995 Number 64, Supplement to the State Gazette of the Republic of Indonesia Number 3608);
2. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);

DECIDES:

To establish: A FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING GUIDELINES ON THE FORM AND CONTENT OF PROSPECTUSES IN THE FRAMEWORK OF MUTUAL FUND PUBLIC OFFERINGS.

CHAPTER I

GENERAL PROVISIONS

Article 1

In this Financial Services Authority Regulation, the following terms are defined as:

1. Prospectus is any written information related to a Public Offering with the aim of having other Parties purchase Securities.
2. Mutual Fund is a vehicle used to gather funds from investor members to be subsequently invested in a Securities Portfolio by an Investment Manager.
3. Material Information or Fact is important and relevant information or facts regarding events, occurrences, or facts that can influence the price of Securities on the Stock Exchange and/or the decision of investors, prospective investors, or other Parties interested in such information or facts.
4. Investment Manager is a Party whose business activities involve managing Securities Portfolios for clients or managing collective investment portfolios for a group of clients, except insurance companies, pension funds, and banks that conduct their own business activities based on legislation.
5. Participation Units are measurement units indicating each Party's interest portion in a collective investment portfolio.
6. Custodian is a Party providing securities depository services and other assets related to Securities, as well as other services, including receiving dividends, interest, and other rights, settling Securities transactions, and representing account holders who are its clients.
7. Custodian Bank is a Commercial Bank that has obtained approval from the Financial Services Authority to conduct business activities as a Custodian.
8. Collective Investment Contract is a contract between an Investment Manager and a Custodian Bank that binds Participation Unit holders, wherein the Investment Manager is authorized to manage the collective investment portfolio and the Custodian Bank is authorized to execute collective depository services.
9. Securities are negotiable instruments, namely debt acknowledgment instruments, commercial paper, shares, bonds, debt certificates, Participation Units of collective investment contracts, forward contracts on Securities, and any derivatives of Securities.
10. Securities Portfolio is a collection of Securities owned by a Party.
11. Stock Exchange is a Party that organizes and provides systems and/or facilities to match buy and sell offers from other Parties with the aim of trading Securities among them.
12. Securities Underwriter is a Party that makes a contract with an Issuer to conduct a Public Offering for the benefit of the Issuer with or without the obligation to purchase remaining unsold Securities.

Article 2

A Mutual Fund Prospectus must:

a. include all details of Material Information or Facts regarding the Mutual Fund that can influence investor decisions, which are known or should be known by the Investment Manager and/or the Board of Directors of the Mutual Fund;

b. include information specifically required in this Financial Services Authority Regulation; and

c. be clear and communicative.

Article 3

In the event that an Investment Manager offers more than one Mutual Fund, the Mutual Fund Prospectus may contain information for more than one Mutual Fund.

Article 4

In the marketing of Mutual Funds, the latest Mutual Fund Prospectus must be made available to investors.

Article 5

Every Prospectus is prohibited from containing false information about material facts or from omitting material facts that are required, so that the information contained in the Prospectus does not provide a misleading picture.

CHAPTER II

GUIDELINES ON THE FORM AND CONTENT OF PROSPECTUSES IN THE FRAMEWORK OF MUTUAL FUND PUBLIC OFFERINGS

Article 6

A Mutual Fund Prospectus must contain at least:

a. information presented or disclosed on the outer cover of the Prospectus, including:

1. full name;
2. legal basis of the Mutual Fund;
3. address, logo, telephone/telefax/fax number, and Postal Box address of the Mutual Fund's office, if there is a postal box address for the Mutual Fund's office;
4. effective date;
5. offering period limit, if there is an offering period limit;
6. final allocation date, if there is an allocation period;
7. refund date for subscription money, if there is a refund of subscription money;
8. name of the Stock Exchange and planned listing date, if the Mutual Fund will be listed on a Stock Exchange;
9. brief explanation of the basic investment policy of the Mutual Fund plan;
10. offering price equal to net asset value per share or Participation Unit;
11. resale or redemption fees and transfer fees, if there are resale/redemption fees and transfer fees;
12. full name of the Securities Underwriter, if a Securities Underwriter is used;
13. full name of the Investment Manager;
14. full name of the Custodian Bank;
15. place and date of issuance of the Mutual Fund Prospectus;
16. attention column stating:
    BEFORE YOU DECIDE TO PURCHASE THESE SHARES (PARTICIPATION UNITS), YOU MUST FIRST STUDY THE PAGE… (which points to the inner pages of the Mutual Fund Prospectus regarding investment policy, risk factors, and the Investment Manager); and
17. the following statement printed in capital letters:
    THE FINANCIAL SERVICES AUTHORITY DOES NOT GIVE A STATEMENT OF APPROVAL OR DISAPPROVAL OF THIS SECURITY, NOR DOES IT STATE THE TRUTH OR ADEQUACY OF THE CONTENT OF THIS PROSPECTUS. ANY STATEMENT CONTRARY TO THESE MATTERS IS AN ILLEGAL ACT;

b. table of contents of the Mutual Fund Prospectus;

c. terms and definitions containing at least:

1. definition of Mutual Fund;
2. legal form of the Mutual Fund;
3. definition of the offered Mutual Fund, being a Mutual Fund in the form of a corporation and a Mutual Fund in the form of a Collective Investment Contract;
4. definition of Investment Manager;
5. definition of Custodian Bank;
6. definition of Securities;
7. definition of Securities Portfolio;
8. definition of proof of ownership of Mutual Fund in the form of shares or Participation Units;
9. definition, calculation method, and announcement period of net asset value; and
10. other matters considered material to be explained;

d. information regarding the Mutual Fund containing at least:

1. establishment of the Mutual Fund;
2. offering;
3. initial fund placement;
4. brief financial summary according to the format of the Brief Financial Summary of Mutual Fund Information contained in the Appendix which is an inseparable part of this Financial Services Authority Regulation; and
5. Mutual Fund management;

e. information regarding the Investment Manager containing at least:

1. brief description of the Investment Manager;
2. experience of the Investment Manager; and
3. parties affiliated with the Investment Manager;

f. information regarding the Custodian Bank containing at least:

1. brief description of the Custodian Bank;
2. experience of the Custodian Bank; and
3. parties affiliated with the Custodian Bank;

g. investment objectives, investment policy, and investment result distribution policy covering:

1. description of the Mutual Fund's investment objectives containing clearly and specifically all details required by prospective investors in making investment decisions;
2. description of investment policy containing general policies to be taken by the Investment Manager to achieve investment objectives, including basic policies, such as the type of Securities that will become the Mutual Fund's portfolio and the type of Securities that will be the main emphasis of the Mutual Fund's portfolio; and
3. description of policy regarding periodic distribution of investment results to investors;

h. method for calculating the fair market value of Securities in the Mutual Fund's portfolio in accordance with legislation in the capital market sector regarding the fair market value of Securities in the Mutual Fund's portfolio;

i. cost allocation covering:

1. costs borne by the Investment Manager;
2. costs borne by the Mutual Fund;
3. costs borne by investors; and
4. costs borne by the Investment Manager or the Mutual Fund;

j. taxation;

k. main risk factors;

l. investor rights;

m. legal opinion from a legal consultant registered with the Financial Services Authority;

n. audited financial statements of the Mutual Fund by an accountant registered with the Financial Services Authority;

o. requirements and procedures for purchasing shares or buying Participation Units containing at least:

1. procedure for buying Participation Units;
2. minimum and maximum limits for buying Participation Units;
3. purchase price of Participation Units;
4. payment conditions and accompanying costs;
5. costs related to purchase, if there are purchase costs;
6. share allocation, if there is share allocation;
7. cancellation of order, if there is order cancellation;
8. refund of order money, if there is refund of order money;
9. delivery of share certificates or Participation Units, if there is delivery of share certificates or Participation Units; and
10. requirements or other matters, if there are requirements or other matters;

p. requirements and procedures for resale or redemption of shares or Participation Units of an open-end Mutual Fund containing at least:

1. procedure for resale or redemption of shares or Participation Units;
2. minimum and maximum limits for resale or redemption of shares or Participation Units;
3. transfer of shares or Participation Units, if there is transfer of shares or Participation Units;
4. costs related to resale or redemption of shares or Participation Units, if there are resale/redemption costs for shares or Participation Units; and
5. requirements or other matters, if there are requirements or other matters;

q. information regarding the dissemination of the Mutual Fund Prospectus and share purchase or Participation Unit purchase forms;

r. scheme for sale and repurchase or redemption of the Mutual Fund;

s. disclosure of other material matters to be known by investors, if there are other material matters to be known by investors; and

t. dissolution and liquidation.

CHAPTER III

PROSPECTUS UPDATES

Article 7

In the event of changes to Material Information or Facts, the Mutual Fund must issue an updated Prospectus.

Article 8

An update to a Mutual Fund Prospectus may be in the form of an insertion of changes to the Mutual Fund Prospectus by stating, "THIS INSERTION IS AN UPDATE AND AN INTEGRAL PART OF THE PROSPECTUS."

CHAPTER IV

ADMINISTRATIVE SANCTIONS

Article 9

(1) Any party that violates the provisions as referred to in Article 2, Article 4, Article 5, Article 6, and Article 7 shall be subject to administrative sanctions.

(2) Sanctions as referred to in paragraph (1) shall also be imposed on parties who cause the occurrence of violations as referred to in paragraph (1).

(3) Sanctions as referred to in paragraph (1) and paragraph (2) shall be imposed by the Financial Services Authority.

(4) Administrative sanctions as referred to in paragraph (1) consist of:

a. written warning;

b. fine, namely the obligation to pay a certain amount of money;

c. restriction of business activities;

d. suspension of business activities;

e. revocation of business license;

f. cancellation of approval; and/or

g. cancellation of registration.

(5) Administrative sanctions as referred to in paragraph (4) letters b, c, d, e, f, or g may be imposed with or without prior imposition of administrative sanctions in the form of a written warning as referred to in paragraph (4) letter a.

(6) Administrative sanctions in the form of a fine as referred to in paragraph (4) letter b may be imposed separately or together with the imposition of administrative sanctions as referred to in paragraph (4) letters c, d, e, f, or g.

(7) The procedure for imposing sanctions as referred to in paragraph (3) shall be carried out in accordance with legislation.

Article 10

In addition to administrative sanctions as referred to in Article 9 paragraph (4), the Financial Services Authority may take specific actions against any party that violates the provisions of this Financial Services Authority Regulation.

Article 11

The Financial Services Authority may announce the imposition of administrative sanctions as referred to in Article 9 paragraph (4) and specific actions as referred to in Article 10 to the public.

CHAPTER V

CLOSING PROVISIONS

Article 12

Upon the commencement of this Financial Services Authority Regulation, the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-22/PM/2004 concerning Guidelines on the Form and Content of Prospectuses in the Framework of Mutual Fund Public Offerings, along with Regulation Number IX.C.6 which is its appendix, is revoked and declared invalid.

Article 13

This Financial Services Authority Regulation shall come into force on the date of its enactment.

This copy is in accordance with the original.

Deputy Director of Legal Consultation and
Harmonization of Banking Regulations 1
Legal Directorate 1
Legal Department

signed

Wiwit Puspasari

To ensure everyone knows it, it is ordered to promulgate this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on 22 April 2020

CHAIRMAN OF THE COMMISSIONERS' COUNCIL
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA,

signed

WIMBOH SANTOSO

Promulgated in Jakarta on 23 April 2020

MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,

signed

YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2020 NUMBER 115

EXPLANATION

OF

FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 25 /POJK.04/2020

CONCERNING

GUIDELINES ON THE FORM AND CONTENT OF PROSPECTUSES IN THE FRAMEWORK OF MUTUAL FUND PUBLIC OFFERINGS

I. GENERAL

Since December 31, 2012, the functions, duties, and authority for the regulation and supervision of financial services activities in the capital market, insurance, pension funds, financing institutions, and other financial service institutions have transferred from the Minister of Finance and the Capital Market Supervisory Agency and Financial Institutions to the Financial Services Authority.

In light of the above, it is necessary to reorganize the existing regulatory structure, particularly those related to the capital market sector, by converting Capital Market Supervisory Agency and Financial Institutions regulations related to the capital market sector into Financial Services Authority Regulations. This reorganization is conducted so that Financial Services Authority Regulations related to the capital market sector are aligned with Financial Services Authority Regulations in other sectors.

Based on the background thinking and aspects mentioned, it is necessary to replace the legislation in the capital market sector regulating guidelines on the form and content of prospectuses in the framework of Mutual Fund Public Offerings, namely the Decision of the Chairman of the Capital Market Supervisory Agency Number Kep-22/PM/2004 concerning Guidelines on the Form and Content of Prospectuses in the Framework of Mutual Fund Public Offerings, along with Regulation Number IX.C.6 which is its appendix, into a Financial Services Authority Regulation concerning Guidelines on the Form and Content of Prospectuses in the Framework of Mutual Fund Public Offerings.

II. ARTICLE BY ARTICLE

Article 1

Sufficiently clear.

Article 2

Letter a

The term "Board of Directors of the Mutual Fund" refers to the Board of Directors of a Mutual Fund in the form of a corporation.

Letter b

Sufficiently clear.

Letter c

Sufficiently clear.

Article 3

Sufficiently clear.

Article 4

Sufficiently clear.

Article 5

Sufficiently clear.

Article 6

Letter a

Sufficiently clear.

Letter b

Sufficiently clear.

Letter c

Sufficiently clear.

Letter d

Number 1

Sufficiently clear.

Number 2

Sufficiently clear.

Number 3

Sufficiently clear.

Number 4

Sufficiently clear.

Number 5

Mutual Fund management includes among others:

a. investment committee; and

b. investment management team.

Letter e

Sufficiently clear.

Letter f

Sufficiently clear.

Letter g

Number 1

Sufficiently clear.

Number 2

Types of Securities that will become the Mutual Fund's portfolio and types of Securities that will be the main emphasis of the portfolio, for example, are shares or bonds.

Number 3

Sufficiently clear.

Letter h

Sufficiently clear.

Letter i

Sufficiently clear.

Letter j

Information regarding taxation includes a description of the Mutual Fund's tax status based on Indonesian tax regulations specifically, for domestic and foreign investors, including:

1. treatment regarding taxation on income, dividends, and capital gains to the Mutual Fund and investors; and
2. procedures for notifying investors about taxes to be paid.

Letter k

Main risk factors include among others:

1. Risk of decrease in the value of shares or Participation Units received by investors.
   The decrease in the value of shares or Participation Units is caused by macroeconomic conditions and security, default by parties related to the Mutual Fund such as banks, other companies issuing money market instruments and/or bonds, and changes in the value of money market instruments as a result of significant movements in interest rates and exchange rates.
2. Liquidity risk for open-end Mutual Funds.
   Repurchase or redemption depends on the liquidity of the portfolio or the ability of the Investment Manager to repurchase or redeem by providing cash immediately.
3. Liquidity risk for closed-end Mutual Funds.
   The sale of shares by investors to obtain cash depends on the trading liquidity of the Mutual Fund's shares on the exchange. The possibility of Mutual Fund shares being traded on the exchange at a discount or possibly at a premium or equal to the net asset value per share. This depends on the strength of demand and supply for the Mutual Fund's shares.

Letter l

Investor rights include among others:

1. right to obtain periodic financial reports;
2. right to obtain information regarding daily net asset value for open-end Mutual Funds or weekly for closed-end Mutual Funds;
3. right to resell or redeem shares or Participation Units in open-end Mutual Funds;
4. right to obtain investment result distributions in the form of cash, shares, or Participation Units;
5. voting rights for shareholders of corporate Mutual Funds; and
6. right to residual liquidation proceeds.

Letter m

Sufficiently clear.

Letter n

Sufficiently clear.

Letter o

Sufficiently clear.

Letter p

Sufficiently clear.

Letter q

Sufficiently clear.

Letter r

Sufficiently clear.

Letter s

Sufficiently clear.

Letter t

Information regarding dissolution and liquidation includes among others:

1. matters causing the Mutual Fund to be dissolved;
2. process of dissolution and liquidation of the Mutual Fund;
3. distribution of liquidation proceeds, if there are liquidation proceeds; and
4. other matters regarding dissolution and liquidation mentioned in the Collective Investment Contract, if the Mutual Fund is in the form of a Collective Investment Contract.

Article 7

The term change in material facts includes among others changes in financial reports, replacement of the Board of Directors of a corporation-form Mutual Fund, changes in costs, and changes in the address of the Investment Manager.

Article 8

Sufficiently clear.

Article 9

Sufficiently clear.

Article 10

The term "specific actions" includes among others ordering the Investment Manager to replace the legal consultant who provided the legal opinion in the Mutual Fund Prospectus.

Article 11

Sufficiently clear.

Article 12

Sufficiently clear.

Article 13

Sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6501

APPENDIX

FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 25 /POJK.04/2020

CONCERNING

GUIDELINES ON THE FORM AND CONTENT OF PROSPECTUSES IN THE FRAMEWORK OF MUTUAL FUND PUBLIC OFFERINGS

INFORMATION IN THE BRIEF FINANCIAL SUMMARY OF MUTUAL FUNDS

1. Information that must be disclosed in the brief financial summary of an open-end Mutual Fund follows the table below:

Period from January 1 of the current year to the date of the Prospectus	Period of the last 12 months from the date of the Prospectus	Period of the last 36 months from the date of the Prospectus	Period of the last 60 months from the date of the Prospectus	Last 3 calendar years
20..	20..	20..

TOTAL INVESTMENT RETURN (%)
INVESTMENT RETURN AFTER DEDUCTING MARKETING COSTS (%) OPERATING COSTS (%) PORTFOLIO TURNOVER PERCENTAGE OF TAXABLE INCOME (%)

a. Total investment return is the ratio between the increase in net asset value per share/Participation Unit over one period and the net asset value per share/Participation Unit at the beginning of the period, with the following provisions:

1. if a dividend distribution occurs within one period, the amount of dividend per share/Participation Unit is converted into units of shares/Participation Units based on the net asset value per share/Participation Unit at the time of dividend distribution. Shares/Participation Units from this conversion are considered to increase the total number of shares/Participation Units; and

2. the net asset value per share/Participation Unit at the beginning of the period is multiplied by the number of shares/Participation Units before the dividend/cash distribution, while the net asset value at the end of the period is multiplied by the number of shares/Participation Units after the dividend/cash distribution.

b. Investment return after deducting marketing costs is the ratio between the increase in net asset value per share/Participation Unit over one period and the net asset value per share/Participation Unit at the beginning of the period, where the net asset value is adjusted after deducting sales and redemption costs, with the following provisions:

1. the net asset value per share/Participation Unit at the beginning of the period is added by the amount of marketing (sales) costs paid by investors;

2. the net asset value per share/Participation Unit at the end of the period is reduced by redemption costs paid by investors; and

3. if there is a dividend distribution during the period, the number of Units must be adjusted as in the calculation of total investment return.

This copy is consistent with the original
Deputy Director of Legal Consultation and
Banking Regulation Harmonization 1
Legal Directorate 1
Legal Department signed
Wiwit Puspasari
c. Mutual fund operating costs for one year are the ratio between operating costs in one year and the average net asset value in one year. If the cost amount covers a period of more or less than one year, then the cost must be multiplied by twelve and then divided by the number of months in that period.
d. Portfolio turnover in one year is the ratio between the value of portfolio purchases or sales in any period, whichever is lower, and the average net asset value in one year. e. The percentage of taxable income is calculated by dividing the income during a period that may be subject to tax on investors, by net operating income.
2. The statistical figures contained in item 1 presented in table form in the section regarding the short financial summary of the annual report, and must be audited by an independent accountant who has audited the aforementioned financial statements.
3. The short financial summary includes the following statement: The purpose of this table is solely to help understand the past performance of the Mutual Fund, but should not be considered as an indication that future performance will be as good as past performance.
Established in Jakarta on April 22, 2020
CHAIRMAN OF THE BOARD OF COMMISSIONERS
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO