Executive Summary
The Ministry of Finance has officially issued Circular No. 136/2025/TT-BTC, effective from February 12, 2026.
This regulation marks a significant maturation point for Vietnam’s fund management industry. By formally legalizing Money Market Funds and Infrastructure Bond Funds, the State Securities Commission (SSC) is diversifying the menu of available assets for investors. Concurrently, the Circular imposes stricter governance on liquidity management and conflict of interest, bringing Vietnamese standards closer to international best practices (IOSCO principles).
New Investment Vehicles: The Game Changers
Circular 136 explicitly creates legal frameworks for two sophisticated fund types:
1. The Money Market Investment Fund (MMF)
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Structure: Requires a minimum of 80% of Net Asset Value (NAV) to be invested in high-safety assets: Term deposits, Certificates of Deposit (CDs), and Government debt instruments.
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Strategic Value: This provides corporate treasuries and conservative investors with a “Cash Equivalent” instrument that yields better than a standard checking account but maintains high liquidity. It is the perfect parking spot for idle capital of FDI firms waiting for disbursement.
2. The Infrastructure Bond Fund
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Structure: Mandates at least 65% of NAV be invested in bonds issued for infrastructure projects.
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Strategic Value: This is the missing link in Vietnam’s PPP (Public-Private Partnership) ecosystem. It creates a dedicated channel to channel private capital into highways, power grids, and logistics hubs—sectors that our foreign clients are eager to finance but lacked a structured vehicle for.
Enhanced Governance & Investor Protection
The Circular isn’t just about expansion; it’s about safety.
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The “Liquidity Reserve” Fee:
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A novel mechanism introduced to protect open-ended funds from “Bank Runs.” If a fund faces massive redemption pressure due to market shocks, a specific liquidity fee applies.
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Crucial Detail: Revenue from this fee does not go to the Fund Management Company. It flows back into the Fund’s income to compensate remaining investors. This aligns perfectly with the “Fiduciary Duty” concept.
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Conflict of Interest Firewall:
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Member funds are strictly prohibited from investing capital back into their own contributing members (preventing circular capital pumping).
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Negotiated transactions now require written approval from the Fund’s Representative Board regarding pricing and partners before execution.
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Digital Governance:
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Investor meetings can now be held online with E-voting. Meetings are valid if attendees represent over 50% of voting rights (easing the quorum burden).
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Strategic Analysis: Implications for Business & Investment
From Lexora Partner’s advisory desk, we foresee distinct shifts:
1. Opportunities for Foreign Asset Managers
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Analysis: The introduction of Infrastructure Bond Funds aligns with the global ESG and Impact Investing trend. Foreign asset managers can now launch Vietnam-specific Infrastructure Funds to attract green capital from Europe/US, leveraging this clear legal corridor.
2. Marketing Compliance Overhaul
The Circular bans the use of “Government agency names,” “images of civil servants,” or “client gratitude letters” in advertising.
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Analysis: This ends the era of “ambiguous endorsement.” Fund Management Companies (FMCs) must rewrite their marketing materials to focus on performance and risk metrics, not implied state-backing.
3. Operational Agility
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Analysis: The mandate to disclose NAV by the next working day (T+1) across systems requires FMCs to upgrade their back-office tech stack. Manual valuation is no longer sustainable.
Lexora’s Perspective: Preparing for February 2026
With the effective date approaching rapidly, Lexora Partner recommends:
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For Investors: Consider diversifying your portfolio. The new MMFs offer a safer haven for your short-term liquidity compared to the volatile stock market or low-interest demand deposits.
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For Fund Managers: Review your fund charters. You must update your “Liquidity Risk Management” policies to incorporate the new Liquidity Reserve Fee mechanism. Failure to do so by Feb 12 could lead to regulatory sanctions.
Lexora Partner – Navigating the complexities of Vietnam’s evolving financial architecture.
For advisory on Fund Setup and Securities Compliance, please contact Lexora Partner.
