Consolidated Document 04/VBHN-BTC: Guidance on Securities Investment Fund Operations and Management

Overview

Consolidated Document No. 04/VBHN-BTC, issued by the Ministry of Finance on April 3, 2026, merges two circulars for reference purposes:

• Circular 98/2020/TT-BTC dated November 16, 2020, effective January 1, 2021.
• Circular 136/2025/TT-BTC dated December 29, 2025, amending Circular 98/2020/TT-BTC, effective February 12, 2026.

The consolidated text is for reference only and does not replace the two original circulars.

Scope and applicable entities

The circular governs the operation and management of member funds, closed funds, open funds, exchange-traded funds (ETFs), real estate investment funds, public securities investment companies, private securities investment companies, and real estate securities investment companies.

It applies to fund management companies, supervisory banks, custodian banks; the Vietnam Securities Depository and Clearing Corporation; stock exchanges; fund representative boards and fund investors; boards of directors and shareholders of securities investment companies; and fund-establishing members, distribution agents, and related parties.

General principles

• Funds and securities investment companies, except self-managed private companies, must be managed by a fund management company.
• Assets of member funds and private companies must be held at one custodian bank; assets of public funds and public companies must be held and supervised at one supervisory bank.
• Fund assets belong to investors, not to the fund management company or the custodian or supervisory bank, and cannot be used to guarantee those institutions' financial obligations.
• State agencies and armed forces units may not contribute capital to, or purchase fund certificates or shares of, securities investment companies.

Member funds (Chapter II)

Covers investment portfolios and limits (bank deposits, money market instruments, government bonds, listed and unlisted stocks and bonds, real estate if permitted by the fund charter); a borrowing cap of 30 percent of total assets; monthly net asset value (NAV) determination; profit distribution, where post-distribution NAV must stay above VND 50 billion; fund expense categories; investor rights and the investor congress; transfer of capital contributions, where funds must maintain 2 to 99 members, all professional securities investors; and procedures for fund consolidation, merger, and dissolution.

Public funds (Chapter III)

Section 1 - General provisions

Covers conditions for the initial public offering of fund certificates, which requires a registration certificate; certificate distribution; ownership confirmation; investor rights and obligations; the investor congress, including conditions, procedures, and resolutions; the fund representative board; NAV determination; fund asset transactions; and rules on information, advertising, and risk warnings.

Section 2 - Closed funds

Sets more specific portfolio limits, for example no more than 10 percent of one issuer's outstanding securities and no more than 30 percent of fund assets in a group of related companies with cross-ownership, along with circumstances where temporary breaches are allowed, such as market price movements, statutory payments, issuer splits or mergers, and funds newly licensed within the past 6 months, plus obligations to rebalance the portfolio within 3 months or 15 days depending on the cause. Provisions on open funds, ETFs, real estate funds, and securities investment companies appear later in the original circular but are not included in the source excerpt provided for this article.

What changed under Circular 136/2025/TT-BTC

• Adds definitions and a legal framework for two new fund types: money market funds, investing at least 80 percent of assets in deposits, valuable papers, and government, local, or listed corporate bonds, and infrastructure bond funds, a closed fund investing at least 65 percent of assets in infrastructure bonds and government debt instruments.
• Updates the legal basis to reference the amended Securities Law (Law 56/2024/QH15), the amended Enterprise Law, and Decree 155/2020/ND-CP as amended by Decree 245/2025/ND-CP.
• Adds a prohibition on member funds using contributed capital to invest in a contributing member or to purchase shares or bonds issued by that member.
• Revises rules on holding the annual investor congress for member funds.
• Adjusts certain investment limits for closed funds.

Note

This is a specialized securities-industry circular administered by the State Securities Commission and the Ministry of Finance. It primarily affects fund management companies, custodian and supervisory banks, and fund investors, including foreign investors, rather than general SME tax, accounting, or invoicing obligations. The source excerpt used for this summary stops at Article 24, on closed funds; provisions on open funds, ETFs, real estate funds, and securities investment companies were not included because the source material was cut off.