Thông tư 136/2025/TT-BTC sửa đổi Thông tư 98/2020/TT-BTC hướng dẫn hoạt động và quản lý quỹ đầu tư chứng khoán do Bộ trưởng Bộ Tài chính ban hành

CIRCULAR

AMENDMENTS TO THE CIRCULAR NO. 98/2020/TT-BTC DATED NOVEMBER 16, 2020 OF THE MINISTER OF FINANCE PROVIDING GUIDANCE ON OPERATIONS AND MANAGEMENT OF SECURITIES INVESTMENT FUNDS

Pursuant to the Law on Securities No. 54/2019/QH14, amended by Law No. 56/2024/QH15;

Pursuant to the Law on Enterprise No. 59/2020/QH14, amended by Law No. 03/2022/QH15 and Law No. 76/2025/QH15;

Pursuant to Decree No. 155/2020/ND-CP dated December 31, 2020 of the Government on elaboration of the Law on Securities amended by Decree No. 245/2025/ND-CP;

Pursuant to Decree No. 29/2025/ND-CP dated February 24, 2025 of the Government on functions, duties, powers, and organizational structure of the Ministry of Finance, amended by Decree No. 166/2025/ND-CP;

At the request of the President of the State Securities Commission;

The Minister of Finance promulgates the Circular on amendments to the Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance providing guidance on operations and management of securities investment funds.

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“30. Money market instruments investment fund means an open-end fund investing in deposits, certificates of deposit, Government debt instruments, Government-guaranteed bonds, local government bonds, listed corporate bonds and corporate bonds offered to the public, with the investment proportion in these assets accounting for at least 80% of the net asset value.

31. Infrastructure bond investment fund means a closed-end fund investing in bonds issued for infrastructure development, Government debt instruments, Government-guaranteed bonds, local government bonds, deposits and certificates of deposit, with the investment proportion in these assets accounting for at least 65% of the net asset value.”

Article 2. Addition of Point dd after Point d Clause 5 Article 5

“dd) Capital and assets of a member fund shall not be used to contribute capital to capital-contributing members, or to purchase shares, capital contributions or bonds issued by capital-contributing members.”

Article 3. Amendments to Clause 2 Article 9

“2. A member fund shall organize an annual investors’ meeting. The investors’ meeting, conditions, procedures for convening the investors’ meeting and adoption of resolutions of the investors’ meeting of a member fund shall comply with Clauses 1, 2, 3, 4 and 5 Article 17 and Article 18 of this Circular, except for information disclosure obligations.”

Article 4. Amendments to Clause 2 Article 13

“2. Within 7 working days from the effective date of the Certificate of registration for public offering of fund certificates, the fund management company shall disclose the offering announcement in accordance with regulations on information disclosure on the securities market, and concurrently submit to the State Securities Commission the offering announcement of fund certificates in accordance with the form specified in Appendix XI enclosed with this Circular.”

Article 5. Amendments to a number of Clauses of Article 17

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“2. The annual investors’ meeting of a closed-end fund shall be held within 4 months from the end of the fiscal year. At the proposal of the fund representative board, the annual investors’ meeting may be extended but shall not exceed 6 months from the end of the fiscal year, and notification shall be sent to the State Securities Commission. Where the fund charter provides, the annual investors’ meeting may be conducted in the form of written consultation.”

2. Addition of Clause 2a after Clause 2 Article 17

“2a. The organization of the annual investors’ meeting of an open-end fund shall be governed by the fund charter. Where the fund charter requires the organization of an annual investors’ meeting, such meeting shall comply with the provisions of Clause 2 of this Article.”.

Article 6. Amendments to Clause 1 Article 18

“1. An investors’ meeting shall be conducted when investors representing more than 50% of the total voting rights attend. Forms of participation and voting include direct participation and voting, authorized participation and voting, or remote voting (by mail, fax, email, online conference participation, electronic voting or other electronic forms) in accordance with the fund charter.”.

Article 7. Amendments to Clause 6 Article 20

“6. Net asset values specified in Clauses 4 and 5 of this Article shall be disclosed on the websites of the Stock Exchange (for listed fund certificates) and the fund management company. Disclosure of net asset values to investors shall be conducted no later than the working day following the valuation date. Information on net asset values shall comply with the form specified in Appendix XXIV enclosed with this Circular.”.

Article 8. Amendments to a number of Clauses of Article 21

1. Amendments to Clause 2 Article 21

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a) Prior written approval from the fund representative board regarding the expected price range, execution time, transaction counterparty or criteria for determining the transaction counterparty, and the type of asset to be traded;

b) Where the actual purchase price is higher or the actual selling price is lower than the reference price of the price-quoting organization or the average reference price of price-quoting organizations, or exceeds the approved price range specified in Point a of this Clause, the fund management company shall provide explanations for the fund representative board to make a decision.”.

2. Addition of Clause 2a after Clause 2 Article 21

“2a. The fund management company shall obtain written approval from the fund representative board regarding the expected price range, execution period, transaction counterparty or criteria for determining the transaction counterparty, and the type of asset for deposit contract and certificate of deposit transactions executed within 3 months from the date of approval by the fund representative board, and shall comply with Point b Clause 2 of this Article.”.

Article 9. Amendments to Clause 6 Article 22

 “6. Information, advertising, and fund promotion materials, where referring to regulatory agencies, shall clearly state that such agencies only certify the legality of the fund during its establishment and operation process and do not imply any assurance regarding the contents of information or advertising, nor the investment objectives or investment strategies of the fund, and do not guarantee the fund assets, fund unit value, profitability, or risk level of the fund. Fund advertising and promotional materials shall not use the name, emblem, image, position, reputation, or correspondence of regulatory agencies, or officials of regulatory agencies, for fund advertising, fund promotion, or solicitation for the purchase of fund certificates, and shall not use letters of appreciation from investors for solicitation for the purchase of fund certificates.”.

Article 10. Amendments to a number of points of Article 24

1. Amendments to Points d and dd Clause 2 of Article 24

“d) Listed shares, shares registered for trading, bonds listed on the Stock Exchange, public fund certificates, shares offered to the public, bonds offered to the public;

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2. Amendments to Point c Clause 4 of Article 24

 “c) Investment of no more than 20% of the total asset value of the fund in assets prescribed at Point dd Clause 2 of this Article; investment of no more than 10% of the total asset value of the fund in assets prescribed at Point g Clause 2 of this Article;”.

Article 11. Addition of Article 24a after Article 24

“Article 24a. Investment portfolio and investment activities of infrastructure bond investment funds

1. The investment portfolio and investment activities of infrastructure bond investment funds shall comply with the provisions of this Article.

2. The investment portfolio of the fund shall be consistent with the investment objectives and investment policies prescribed in the Fund Charter and disclosed in the Prospectus.

3. The fund may invest in the following types of corporate bonds issued for infrastructure development:

a) Bonds listed on the Stock Exchange, bonds offered to the public;

b) Privately-placed corporate bonds.

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a) Being prescribed in the Fund Charter and the Prospectus;

b) Having documents proving that the purpose of bond issuance is infrastructure development or restructuring of previously borrowed debts for infrastructure development of the issuing organization itself.  Documents proving infrastructure development projects shall be public investment projects in accordance with the law on public investment or investment projects under the public-private partnership model in accordance with the law on investment under the public-private partnership model.

5. In addition to the assets prescribed in Clause 3 of this Article, the fund is permitted to invest in the following types of assets:

a) Deposits at commercial banks in accordance with banking law;

b) Money market instruments including valuable papers and negotiable instruments in accordance with law;

c) Government debt instruments, Government-guaranteed bonds, and local government bonds;

d) Listed shares, shares registered for trading, bonds listed on the Stock Exchange, public fund certificates, shares offered to the public, bonds offered to the public;

dd) Privately-placed corporate bonds of issuing organizations operating in accordance with Vietnamese law, shares of joint stock companies (excluding the types of shares prescribed at Point d Clause 5 of this Article), capital contributions in limited liability companies;”.

e) Rights arising in connection with securities held by the fund;

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6. The fund management company shall only deposit money and invest in money market instruments prescribed at Points a and b Clause 5 of this Article with credit institutions approved by the fund representative board.

7. The investment structure of the fund when investing in assets prescribed in Clauses 3 and 5 of this Article shall ensure the following investment limits:

a) Investment of at least 65% of the net asset value of the fund in assets prescribed in Clause 3 of this Article and in assets prescribed at Points a, b, and c Clause 5 of this Article;

b) No investment in securities of one issuing organization exceeding 10% of the total outstanding securities of that organization, except for Government debt instruments;

c) No investment exceeding 20% of the total asset value of the fund in outstanding securities and assets (if any) prescribed at Points a and b Clause 5 of this Article of one issuing organization, except for Government debt instruments;

d) No investment exceeding 20% of the total asset value of the fund in assets prescribed at Point b Clause 3 and at Point dd Clause 5 of this Article; no investment exceeding 10% of the total asset value of the fund in assets prescribed at Point g Clause 5 of this Article;

dd) No investment exceeding 30% of the total asset value of the fund in assets prescribed in Clause 3 and at Points a, b, d, and dd Clause 5 of this Article issued by companies within the same group of companies that has ownership relationships in the following cases:  parent company and subsidiary; companies owning more than 35% of shares or capital contributions of each other; a group of subsidiaries having the same parent company;

e) No investment in fund certificates of the fund itself;

g) Investment is only permitted in public fund certificates and public securities investment companies managed by another fund management company and shall ensure the following limits:

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- No investment exceeding 20% of the total outstanding fund certificates of one public fund or outstanding shares of one public securities investment company;

- No investment exceeding 30% of the total asset value of the fund in public fund certificates and shares of public securities investment companies.

8. The investment structure of the fund is permitted to exceed the investment limits prescribed at Points b, c, d, dd, and g Clause 7 of this Article only due to the following reasons:

a) Market price fluctuations of assets in the investment portfolio of the fund;

b) Performance of payments of the fund in accordance with law;

c) Division, separation, consolidation, or merger activities of issuing organizations;

d) The fund has been newly licensed for establishment or due to capital increase, fund consolidation, or fund merger, with the operating period not exceeding 6 months from the date of issuance of the Certificate of fund establishment registration or the amended Certificate of fund establishment registration;

dd) The fund is in the dissolution period.

9. The fund management company has the obligation to report, disclose information, and readjust the investment structure of the fund in accordance with Clauses 6, 7, and 8 Article 24 of this Circular.

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Article 12. Amendments to Clause 6 Article 30

 “6. Prior to the allocation of transaction results of fund certificates, where the distributing agent detects transaction errors due to confusion or mistakes during the process of aggregating information, receiving orders, transmitting orders, or entering orders into the system, the distributing agent shall notify the fund management company and relevant service-providing organizations and request correction of transaction errors. After the above-mentioned time limit, the distributing agent shall be responsible before investors for transaction errors.”.

Article 13. Amendments to a number of points and clauses of Article 31

1. Amendments to Point a Clause 1 of Article 31

 “a) Purchase orders of investors shall be accompanied by confirmation that the investor has completed payment into the fund account, or confirmation by the custodian bank to the fund management company, distributing agent, or relevant service-providing organization that full payment for the purchase of fund certificates by the investor or nominee agent has been received. Confirmation of completion of payment shall be made in writing, by electronic mail, or through access via the electronic information system of the custodian bank approved by the fund management company;”.

2. Amendments to Clause 4 Article 31

 “4. Where purchase orders for fund certificates and payment for such purchase orders are carried out by individuals or organizations other than the investor, the order form and payment confirmation shall clearly state the name, fund certificate trading account number, sub-account number or personal identification number or Passport or other lawful personal identification, or enterprise registration certificate number, and the payment value of the investor.”.

Article 14. Amendments to Point d Clause 1 of Article 32

 “d) Proceeds from the sale of fund certificates shall be transferred by the fund to the registered bank account of the investor or nominee agent, or to the bank account designated by the investor, or to the securities trading account of the investor designated by the investor.”.

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1. Amendment to the title of Article 33

“Article 33. Partial redemption, suspension of transactions of open-end fund certificates, liquidity buffer level”.

2. Addition of Clause 1a before Clause 1 of Article 33

“1a. Where prescribed in the Fund Charter and the Prospectus, the fund management company is permitted to apply methods for liquidity management of open-end funds, including partial fulfillment of investor orders, suspension of fund certificate transactions, and application of a liquidity buffer level.”.

3. Amendments to Point a Clause 1 of Article 33

“a) The total value of sell orders (including sell orders from conversion activities) minus the total value of buy orders (including buy orders from conversion activities) on a fund certificate trading day is equal to or greater than 5% of the net asset value of the fund;”.

4. Addition of Point d after Point c Clause 4 of Article 33

“d) The fund management company restructures the investment portfolio of the index fund in order to reduce the tracking error compared with the reference index in cases where the tracking error has exceeded the maximum deviation level prescribed in the Fund Charter.”.

5. Amendments to Clause 6 Article 33

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6. Addition of Clause 9 after Clause 8 Article 33

“9. The liquidity buffer level is the level applied to investors when selling open-end fund certificates under conditions where the liquidity of the open-end fund declines due to force majeure events. Application of the liquidity buffer level shall meet the following principles:

a) The fund management company shall develop a policy on application of the liquidity buffer level for each fund, which shall at a minimum include provisions on cases for application of the liquidity buffer level, the maximum liquidity buffer level, impacts of application of the liquidity buffer level on investors, and cases for cessation of application of the liquidity buffer level. This policy shall be approved by the General meeting of investors and updated in the Prospectus. Application of the liquidity buffer level in each specific case shall be decided by the General meeting of investors or assigned to the fund representative board in accordance with the policy on application of the liquidity buffer level. All amounts collected from the liquidity buffer level shall be included in the income of the fund.

b) The liquidity buffer level shall be calculated as a percentage of the net asset value per fund certificate on the fund certificate trading day. The maximum liquidity buffer level shall be prescribed in the Fund Charter and the Prospectus. The specific liquidity buffer level shall be prescribed in the Prospectus or disclosed on the website of the fund management company or the distributing agent.

c) The time of application of the liquidity buffer level shall be 1 working day from the date on which the fund management company discloses information on the website of the State Securities Commission and its own website, and notifies distributing agents and relevant service-providing organizations of the application of the liquidity buffer level. Disclosed and notified information shall include reasons for application of the liquidity buffer level, the time of application, the specific liquidity buffer level, and principles for determining the payment value to investors when the liquidity buffer level is applied.

d) The fund management company shall cease application of the liquidity buffer level and simultaneously disclose information on the website of the State Securities Commission and its own website, and notify distributing agents and relevant service-providing organizations of cessation of application of the liquidity buffer level within 24 hours from the time when the event causing liquidity decline of the fund ends.

dd) The distributing agent shall be responsible for providing information to investors on application and cessation of application of the liquidity buffer level immediately after receiving notification from the fund management company.”.

Article 16. Amendments to a number of Clauses of Article 34

1. Amendments to Clause 3 Article 34

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2. Amendments to Clause 4 Article 34

 “4. Redemption service fees, issuance service fees, and conversion service fees may be prescribed at different levels based on the holding period of fund certificates, investment objectives, or investment value. Maximum service fee levels shall be prescribed in the Fund Charter and the Prospectus. Specific service fee levels shall be prescribed in the Prospectus, the Summary Prospectus, or disclosed on the website of the fund management company or the distributing agent.”.

3. Amendments to Clause 5 Article 34

 “5. Increases in service fee levels shall only be implemented when service fee levels after increase do not exceed the maximum levels prescribed in the Fund Charter and the Prospectus. The time of application of increased service fee levels shall be at the earliest 30 days from the date on which the fund management company discloses the new service fee levels on its website.”.

Article 17. Amendment to the title of Article 35; amendments to a number of points and clauses of Article 35

1. Amendment to the title of Article 35

“Article 35. Investment portfolio and investment limits of open-end funds”.

2. Amendments to Points d and dd Clause 2 of Article 35

“d) Listed shares, shares registered for trading, bonds listed on the Stock Exchange, public fund certificates, shares offered to the public, bonds offered to the public;

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3. Addition of Point h after Point g Clause 2 of Article 35

“h) Covered warrants listed on the Stock Exchange and settled in cash.”.

4. Amendments to Point c Clause 3 of Article 35 and addition of Points d and dd after Point c Clause 3 of Article 35

“c) For privately placed corporate bonds issued by listed organizations with payment guarantees or early redemption commitments, documents evidencing payment guarantees or documents on redemption commitments by issuing organizations shall be required;

d) For privately placed corporate bonds issued by listed organizations where the bonds or issuing organizations are credit-rated, the most recent credit rating report, updated credit rating report, documents on the duration of performance of the credit rating contract, and the credit rating level of the credit rating organization shall be required.  Credit rating organizations shall not be related persons of the issuing organization, the fund management company, or the custodian bank;

dd) Investment in privately placed corporate bonds shall be carried out in accordance with a risk management process developed by the fund management company, approved by the fund representative board prior to application, and provided to the custodian bank for supervision of compliance. The process shall at a minimum include criteria for selection of privately placed corporate bonds, criteria for selection of issuing organizations, methods for risk assessment and measurement, and methods for risk management.”.

5. Addition of Clauses 3a and 3b after Clause 3 of Article 35

“3a. In cases where privately placed corporate bonds or issuing organizations thereof no longer meet the credit rating level prescribed at Point dd Clause 2 of this Article or where credit rating is terminated, the fund management company shall sell such bonds within 3 months from the date of issuance of the updated credit rating results or from the date of termination of credit rating, except for bonds with remaining maturity of 12 months or less.

3b. Investment in derivatives prescribed at Point e Clause 2 of this Article shall ensure compliance with the following provisions:

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b) The commitment value of derivative contracts used for risk hedging does not exceed 50% of the total value of the securities portfolio belonging to the underlying assets of the fund;

c) Investment in derivatives shall be carried out in accordance with procedures for use of derivatives for risk hedging developed by the fund management company, approved by the fund representative board prior to application, and provided to the custodian bank for supervision of compliance. The procedures shall prescribe quantitative methods for determining correlation coefficients of volatility risk between the securities portfolio belonging to the underlying assets of the fund and the underlying assets of the derivatives; correlation coefficients shall be determined prior to investment in derivatives.”.

6. Amendments to Points d, dd, and e Clause 4 of Article 35

“d) No investment exceeding 30% of the total asset value of the fund in assets prescribed at Points a, b, d, dd, e, and h Clause 2 of this Article issued by companies within the same group of companies that has ownership relationships in the following cases: parent company and subsidiary; companies owning more than 35% of shares or capital contributions of each other; a group of subsidiaries having the same parent company. Investment in derivatives shall be calculated based on the commitment value of contracts determined in accordance with Appendix XIV promulgated together with this Circular; investment in covered warrants shall be calculated based on the total investment value of the fund in covered warrants of the warrant issuer;

dd) No investment exceeding 20% of the total asset value of the fund in assets prescribed at Point dd Clause 2 of this Article, of which no investment exceeding 5% of the total asset value of the fund in privately placed shares of listed organizations or organizations registered for trading subject to transfer restrictions of 3 years or more. Where privately placed corporate bonds or issuing organizations thereof no longer meet the credit rating level prescribed at Point dd Clause 2 of this Article or credit rating is terminated but have not yet been sold, the fund shall not invest more than 20% of the total asset value of the fund in assets prescribed at Point dd Clause 2 of this Article and in privately placed corporate bonds no longer meeting the prescribed credit rating level or whose credit rating has been terminated but not yet sold;

e) The total value of large investment items in the investment portfolio of the fund shall not exceed 40% of the total asset value of the fund, except for bond funds. Large investment items of the fund are investments in asset types prescribed at Points b, d, dd, g, and h Clause 2 of this Article (excluding certificates of deposit) issued by the same organization with total value accounting for 5% or more of the total asset value of the fund;”.

7. Addition of Point m after Point l Clause 4 of Article 35

“m) No investment exceeding 5% of the total outstanding covered warrants of one covered warrant code.”.

Article 18. Addition of Article 35a after Article 35

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1. Investment portfolios and investment activities of index funds shall comply with provisions of this Article.

2. Investment portfolios of funds shall be consistent with investment objectives and investment policies prescribed in the Fund Charter and disclosed in the Prospectus.

3. Funds are permitted to invest in the following asset types:

a) The basket of component securities of the reference index.

b) Assets prescribed at Points a, b, c, d, e, and g Clause 2 Article 35 of this Circular. Investment in derivatives shall only be for risk hedging purposes and reduction of tracking error compared with the reference index. Investment in derivatives shall be calculated based on the commitment value of contracts determined in accordance with Appendix XIV promulgated together with this Circular.

4. The fund management company shall only deposit funds and invest in money market instruments prescribed at Points a and b Clause 2 Article 35 of this Circular of credit institutions included in the list approved by the fund representative board.

5. The investment structure of funds shall comply with provisions of Clause 3 Article 45 of this Circular.

6. The investment structure of funds is permitted to exceed investment restrictions prescribed at Points a, b, c, and dd Clause 3 Article 45 of this Circular only due to the following reasons:

a) Market price fluctuations of assets in the investment portfolio of the fund;

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c) Division, separation, consolidation, or merger activities of issuing organizations;

d) The fund has been newly licensed for establishment or due to fund consolidation or fund merger, with the operating period not exceeding 6 months from the date of issuance of the Certificate of fund establishment registration or the amended Certificate of fund establishment registration;

dd) The fund is in the dissolution period.

7. The fund management company has the obligation to report, disclose information, and readjust the investment structure of the fund in accordance with Clauses 6, 7, and 8 Article 24 of this Circular.

8. Borrowing and lending activities, repurchase transactions, margin transactions, and short selling of the fund shall comply with Article 25 of this Circular.

9. Index funds shall make indirect overseas investments in accordance with Clause 9 Article 24 of this Circular.

10. The tracking error against the reference index means the deviation between the net asset value per fund certificate and the reference index. The deviation between the net asset value per fund certificate and the reference index shall be determined in accordance with Appendix XIX promulgated together with this Circular. At least 2 times per month, the fund management company shall disclose information on its website on the tracking error against the reference index.

11. The maximum tracking error against the reference index shall be prescribed in the Fund Charter, disclosed in the Prospectus, and shall not exceed the maximum tracking error against the reference index as prescribed by the Stock Exchange applicable to ETF funds. The fund management company shall ensure that the tracking error against the reference index does not exceed the maximum tracking error prescribed in the Fund Charter.

12. Where the tracking error against the reference index exceeds 80% of the maximum tracking error prescribed in the Fund Charter, the fund management company shall be responsible for reporting to the State Securities Commission within 24 hours from the occurrence. Within 3 months from the date of occurrence, the fund management company shall be responsible for readjusting the investment portfolio of the fund, ensuring that the tracking error does not exceed 80% of the maximum tracking error.

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Article 19. Addition of Article 35b after Article 35a

“Article 35b. Investment portfolios and investment activities of money market instrument investment funds shall comply with provisions of this Article.

1. Investment portfolios and investment activities of money market instrument investment funds shall comply with provisions of this Article.

2. The investment portfolio of the fund shall be consistent with the investment objectives and investment policies prescribed in the Fund Charter and disclosed in the Prospectus.

3. Funds are permitted to invest in the following asset types:

a) Deposits at commercial banks in accordance with banking law;

b) Certificates of deposit of credit institutions;

c) Government debt instruments, Government-guaranteed bonds, and local government bonds;

d) Corporate bonds listed on the Stock Exchange and corporate bonds offered to the public;

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e) Rights arising in connection with securities held by the fund.

4. The fund management company shall only place deposits and invest in money market instruments prescribed at Points a and b Clause 3 of this Article of credit institutions included in the list approved by the fund representative board.

5. The investment structure of a money market fund shall ensure:

a) Investment of at least 80% of the total net asset value of the fund in assets prescribed at Point a (including cash in payment accounts), Points b, c, and d Clause 3 of this Article with remaining term or maturity of 12 months or less, except deposits and Government debt instruments;

b) Investment of at least 10% of the total net asset value of the fund in cash in payment accounts, deposits, and certificates of deposit;

c) No investment in securities of one issuer exceeding 10% of the total outstanding securities of that issuer, except Government debt instruments;

d) No investment exceeding 20% of the total asset value of the fund in outstanding securities and assets (if any) prescribed at Points a and b Clause 3 of this Article of one issuer, except Government debt instruments;

dd) No investment exceeding 30% of the total asset value of the fund in assets prescribed at Points a, b, and d Clause 3 of this Article issued by companies within the same group of companies that has ownership relationships in the following cases: parent company and subsidiary; companies owning more than 35% of shares or capital contributions of each other; a group of subsidiaries having the same parent company;

e) No investment in fund certificates of the same fund;

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- No investment in more than 10% of the total outstanding fund certificates of one money market instrument investment fund;

- No investment exceeding 20% of the total asset value of the fund in fund certificates of one money market instrument investment fund;

- No investment exceeding 30% of the total asset value of the fund in fund certificates of money market instrument investment funds.

h) No investment exceeding 10% of the total asset value of the fund in assets prescribed at Point d Clause 3 of this Article.

6. The investment structure of the fund is permitted to exceed investment limits prescribed at Points c, d, dd, g, and h Clause 5 of this Article only due to the following reasons:

a) Market price fluctuations of assets in the investment portfolio of the fund;

b) Performance of payments of the fund in accordance with law, including performance of investors’ trading orders;

c) Division, separation, consolidation, or merger activities of issuing organizations;

d) The fund has been newly licensed for establishment or due to fund split, fund consolidation, or fund merger, with the operating period not exceeding 6 months from the date of issuance of the Certificate of fund establishment registration or the amended Certificate of fund establishment registration;

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7. The fund management company shall have the obligation to report, disclose information, and readjust the investment structure of the fund in accordance with Clauses 6, 7, and 8 Article 24 of this Circular.

8. Borrowing and lending activities, repurchase transactions, margin transactions, and short selling of the fund shall comply with Article 25 of this Circular.

9. Money market instrument investment funds shall make indirect overseas investments in accordance with Clause 9 Article 24 of this Circular.

10. The investment structure of the fund shall ensure that the weighted average life of assets in the investment portfolio of the fund is not more than 240 days and the weighted average maturity of assets in the investment portfolio of the fund is not more than 120 days. Weighted average life and weighted average maturity shall be determined in accordance with Appendix XXX promulgated together with this Circular. On a weekly basis, the fund management company shall disclose information on its website on the weighted average life and weighted average maturity.

11. Weighted average life and weighted average maturity are permitted to exceed the number of days prescribed in Clause 10 of this Article only due to the reasons prescribed at Points a, b, c, and dd Clause 6 of this Article. Within 1 month from the date on which weighted average life or weighted average maturity exceeds the prescribed number of days due to the reasons prescribed at Points a, b, and c Clause 6 of this Article, the fund management company shall readjust the investment portfolio structure to comply with Clause 10 of this Article.

12. Where weighted average life or weighted average maturity exceeds the number of days prescribed in Clause 10 of this Article due to non-compliance by the fund management company with laws or the Fund Charter, the fund management company shall readjust the investment portfolio within 15 days from the date on which weighted average life or weighted average maturity exceeds the prescribed number of days. The fund management company shall compensate the fund for damages (if any) and bear all costs arising in connection with the readjustment of the investment portfolio. Any profits arising shall be fully accounted for the fund.

13. The fund management company shall notify the State Securities Commission and disclose information on the website of the State Securities Commission and the fund management company on the weighted average life or weighted average maturity exceeding the prescribed number of days, the reasons, and the time of occurrence or detection within 24 hours from the occurrence or detection. Within 5 working days from the date of completion of readjustment of the investment portfolio, the fund management company shall disclose information on the website of the State Securities Commission and the fund management company, and concurrently notify the State Securities Commission of the exceedance, the reasons, the time of occurrence or detection, the extent of damages and compensation to the fund (if any) or profits generated for the fund (if any), remedial measures, implementation timeline, and remedial results.”.

Article 20. Addition of Point c after Point b Clause 3 of Article 37

 “c) Fees paid to organizations managing and operating the reference index (applicable only to index funds).”.

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1. Amendments to Points a, c, and dd Clause 3 of Article 43

 “a) Prior to the creation-redemption session or at the end of the day immediately preceding the creation-redemption trading day, the fund management company shall be responsible for notifying the authorized participant (AP), the Vietnam Securities Depository and Clearing Corporation, and disclosing on its website and the website of the Stock Exchange the basket of component securities for creation-redemption in exchange for 1 lot of ETF fund certificates. Information shall include component security codes, weights, and quantities of each component security code in such basket. The basket of component securities stated above shall be determined based on end-of-day prices on the trading day immediately preceding the creation-redemption trading day of fund certificates;”

c) Before the order book closing time, if errors are detected due to confusion or mistakes in the course of order placement, information consolidation, order receipt, order transfer, or order entry into the system, the distribution agent and the fund member shall notify the fund management company, the custodian bank, and the Vietnam Securities Depository and Clearing Corporation, and request correction of transaction errors in accordance with the procedures and guidance of the Vietnam Securities Depository and Clearing Corporation. After the time limit specified above, the distribution agent and the fund member shall be responsible to investors for transaction errors made by themselves;

dd) Within 3 working days from the creation-redemption transaction but no later than the next fund certificate trading day, the Vietnam Securities Depository and Clearing Corporation and the custodian bank shall complete the transfer of the basket of component securities from the depository account of the investor or the fund member to the depository account of the ETF or vice versa, and at the same time register and deposit the ETF fund certificates into the account of the investor or the fund member; receive the cash payments specified in Clause 4 of this Article; the fund management company or the transfer agent service provider has the responsibility to confirm completion of the transaction and confirm ownership for the fund member and the investor.

Within 3 working days from the creation-redemption transaction, the custodian bank shall complete the refund of the cash payments to the fund member and the investor specified in Clause 4 of this Article upon the lawful request of the fund management company.”.

2. Amendments to Clause 4 Article 43

“4. The basket of component securities is the primary means of settlement in creation/redemption transactions between the fund and the fund member or the investor, except for the following cases:

a) Where creation/redemption in the basket of component securities for ETF fund certificate lots, the value of the basket of component securities is lower than the net asset value of the ETF fund certificate lots. The resulting difference shall be additionally paid in cash by the fund member or the investor into the cash account of the ETF opened at the custodian bank before or on the settlement date. The cash payment includes payment for odd lots of component securities; payment for component securities that are subject to transfer restrictions for the fund member or the investor; dividends and coupon interests of component securities; payment for component securities additionally purchased for the creation/redemption transaction resulting in the investor owning 25% or more of the voting shares of an organization where the investor has not completed the public tender offer procedures; payment for component securities held for the creation/redemption transaction resulting in the investor owning shares issued by the investor itself where the investor has not completed the treasury share transaction procedures; and other cash payments as prescribed in the fund charter, consistent with relevant laws;

b) Where creation/redemption in ETF fund certificate lots for the basket of component securities, the value of the ETF fund certificate lots received by the fund management company from the fund member or the investor is higher than the value of the basket of component securities. This difference shall be refunded by the fund management company and the custodian bank by ETF fund certificates into the securities depository accounts of the investor or the fund member on the settlement date, or in cash in accordance with the fund charter.

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The information includes the component securities codes and the cash amount payable per component security. The basket of component securities above is determined based on end-of-day prices on the trading day immediately preceding the creation-redemption transaction.”.

3. Amendments to Clause 11 Article 43

“11. The maximum issuance service fee and the maximum redemption service fee applicable to fund members shall be prescribed in the Fund Charter and the Prospectus. The specific service fee levels are prescribed in the fund member participation agreement. Adjustments to the service fee levels are made based on agreement between the fund management company and fund members but must not exceed the maximum service fee levels prescribed in the Fund Charter and the Prospectus.”.

4. Amendments to Clause 12 Article 43

“12. The maximum issuance service fee and the maximum redemption service fee applicable to investors shall be prescribed in the Fund Charter and the Prospectus. The specific service fee levels are prescribed in the Prospectus, the Short-form Prospectus, or disclosed on the websites of the fund management company and the distribution agent. Any increase in service fee levels may only be made where the increased service fee level does not exceed the maximum service fee level prescribed in the Fund Charter and the Prospectus. The earliest effective time of the newly increased service fee levels is 30 days after the date on which the fund management company discloses the newly increased service fee levels on the company’s website.”.

Article 22. Amendments to Point e Clause 3 Article 45

“e) Not invest in real estate;”.

Article 23. Amendments to a number of points of Article 74

1. Amendments to Point e Clause 1 Article 74

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2. Amendments to Point g Clause 2 Article 74

“g) Attend meetings of the investors’ meeting of securities investment funds and the general meeting of shareholders of securities investment companies, but without voting rights; provide full information at meetings of the investors’ meeting of securities investment funds, the general meeting of shareholders of securities investment companies, meetings of the fund representative board, and the board of directors of securities investment companies.”.

Article 24. Amendments to a number of Clauses of Article 76

1. Amendments to Clause 1 Article 76

“1. Distribution agents of closed-end funds, open-end funds, and public securities investment companies are securities companies, custodian banks, commercial banks, insurance enterprises, and other economic organizations that have obtained a certificate of registration for distribution of public fund certificates and shares of public securities investment companies, and have entered into distribution agreements for fund certificates of closed-end funds and open-end funds, and shares of public securities investment companies with a fund management company.”.

2. Amendments to Clause 3 Article 76

“3. A distribution agent that is not a securities company, a fund management company, an insurance enterprise, a commercial bank, or a custodian bank must not act as a nominee; it shall segregate the distribution of fund certificates from other products at distribution locations and on programs, applications, and websites used for distributing fund certificates as notified to the State Securities Commission of Vietnam (SSC); it may only use information on the certificate of registration for distribution of public fund certificates at the distribution location and on the programs, applications, and websites used for distributing fund certificates as notified to the SSC, or provide information to investors upon investors’ request.”.

3. Amendments to Clause 4 Article 76

“4. The fund management company has the responsibility to assess facilities prior to selecting distribution agents and distribution locations for providing services to investors. Where a distribution agent distributes fund certificates online, the facilities assessment report shall list all programs, applications, and websites used for distribution and the assessment contents showing that such distribution agents meet the requirements under Clause 11 Article 78 of this Circular. The facilities assessment report of the distribution agent and distribution location shall be kept at the head office of the fund management company and provided to competent regulatory agencies upon request.”.

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“4a. A fund certificate distribution agreement shall at a minimum include provisions on the scope of distribution operations, and the rights and responsibilities of the parties to the agreement, including the distribution agent’s responsibility to comply with law. The fund management company shall regularly supervise the distribution agent and is responsible for ensuring that the distribution of fund certificates by the distribution agent complies with the terms of the distribution agreement.”.

5. Amendments to Clause 7 Article 76

“7. Within 5 working days from the date of any change to or addition of fund certificate distribution locations, any change of address of a distribution location, or any change to or addition of fund certificate distribution staff, the distribution agent shall notify the State Securities Commission of Vietnam (SSC), enclosed with documents on technical facilities and personnel related to the distribution location. The distribution agent shall notify the SSC in accordance with the laws on electronic transactions in the securities market before conducting distribution in the online environment.”.

6. Amendments to Clause 10 Article 76

“10. The fund management company may only carry out distribution operations of public fund certificates and shares of public securities investment companies managed by itself. In this case, the fund management company shall report to the SSC, update information in the Prospectus, and comply with regulations on distribution agents. At the same time, the fund management company shall ensure that fund certificate distribution staff do not concurrently work in asset management, investment analysis, or internal control divisions.”.

Article 25. Amendments to Point e Clause 1 Article 77

 “e) Consolidate and retain detailed information on investors and investors’ transactions in accordance with the laws on enterprise. Provide such information to the fund management company, relevant service providers, and the SSC upon their request.”.

Article 26. Amendments to a number of Clauses of Article 78

1. Amendments to Clause 6 Article 78

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The distribution agent shall not request, demand, or receive, in its personal name or in the name of any organization, from the fund management company any remuneration, profit, or benefit for soliciting investors to purchase fund certificates, other than the service fee levels disclosed in the Prospectuses and in the distribution agreements entered into with the fund management company.”.

2. Amendments to Clause 7 Article 78

“7. The distribution agent shall not distribute fund certificates at distribution locations or in the online environment through programs, applications, or websites unless it has notified the SSC.”.

3. Addition of Clauses 9, 10, 11, and 12 after Clause 8 Article 78

“9. The distribution agent shall bear full responsibility for the operations of fund certificate distribution locations, programs, applications, websites, and fund certificate distribution staff when distributing fund certificates to investors in accordance with law.

10. The means for a distribution agent to distribute fund certificates to investors in the online environment are programs, applications, and websites.

11. When distributing fund certificates to investors in the online environment, the distribution agent shall ensure that:

a) It complies with regulations on electronic transactions in the securities market;

b) It has measures, forms, and technologies to ensure information security and compliance with technical standards for providing information in the online environment in accordance with the Law on Electronic Transactions, the Law on Cyberinformation Security, the Law on Securities, the Law on Anti-Money Laundering, and other relevant laws; it ensures the system operates continuously and smoothly;

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d) It issues and updates operational procedures for distribution of fund certificates in the online environment, including procedures for information verification, investor identification, fund certificate distribution procedures, procedures to prevent investors’ late trading conduct, and a code of professional ethics for fund certificate distribution staff;

dd) It ensures that investors open fund certificate trading accounts and place orders directly via the programs, applications, or websites of the distribution agent itself;

e) It complies with distribution operations prescribed in Clause 1 Article 77 of this Circular, and Clauses 5 and 6 of this Article.

g) The interface of the program, application, or website is designed to ensure the provision of information prescribed in Clause 2 of this Article to investors. Information and documents provided to investors on the program, application, or website shall comply with Clauses 1, 3, and 4 of this Article;

h) It ensures that investors confirm having read and understood the Fund Charter, the Prospectus, and documents related to the fund’s operations, and that investors are informed of the Fund Charter and the Prospectus as amended; it ensures that investors confirm having read and agreed to the online transaction terms, and that investors are able to recognize risks that may arise when conducting transactions in the online environment upon opening a fund certificate trading account.

12. The fund management company shall update the Prospectus and publish on its website the list of distribution agents and the programs, applications, and websites (if any) of distribution agents, and make updates whenever there is any change to the list of distribution agents or the programs, applications, and websites (if any) of distribution agents.”.

Article 27. Amendments to a number of Clauses of Article 79

1. Addition of Clause 6a after Clause 6 Article 79

“6a. The distribution agent shall submit to the State Securities Commission of Vietnam quarterly and annual periodic reports on its operational status in accordance with the form prescribed in Appendix XXXI issued together with this Circular, and shall comply with the reporting regime prescribed in Clauses 7, 8, 9, 10, and 11 Article 79 of this Circular.”.

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“9. The fund management company and the privately placed securities investment company that manages their own capital (hereinafter referred to as the reporting entities) shall submit periodic reports to the State Securities Commission of Vietnam in the form of electronic documents via the database system of the State Securities Commission of Vietnam.  In case the reporting entities are unable to submit reports via the database system of the State Securities Commission of Vietnam due to force majeure circumstances, including network or server failures, inability to use digital certificates, or other force majeure reasons, the reporting entities shall notify the State Securities Commission of Vietnam, clearly stating the reasons, and submit the reports via the email system or in paper form. Immediately after the force majeure situation has been remedied, the reporting entities shall fully submit reports on the database system of the State Securities Commission of Vietnam.”.

3. Amendments to Clause 11 Article 79

“11. The fund management company and the securities investment company shall report to the State Securities Commission of Vietnam within 48 hours from the time of receipt of the reporting request prescribed in Clause 10 of this Article.”.

Article 28. Annulment and replacement of certain provisions

1. Annulment of Point e Clause 2 Article 19 and Clause 10 Article 35.

2. Replace the phrase referring to identity document numbers (“số Giấy chứng minh nhân dân hoặc thẻ Căn cước công dân/số Giấy chứng minh nhân dân hoặc Căn cước công dân/số Giấy chứng minh thư nhân dân hoặc thẻ Căn cước công dân/số Giấy chứng minh thư nhân dân hoặc Căn cước công dân/số chứng minh nhân dân hoặc thẻ Căn cước công dân/Số Giấy CMND/CCCD”) with the term “personal identification number” (“số định danh cá nhân”) in Point c, Clause 1, Article 15; Clause 4, Article 16; Point d, Clause 4, Article 29; Clause 4, Article 58 of Circular No. 98/2020/TT-BTC dated 16 November 2020 of the Minister of Finance guiding the operation and management of securities investment funds, as well as in Appendix I, Appendix II, Appendix VII, Appendix VIII, Appendix X, Appendix XII, Part A of Appendix XV, Appendix XXII and Appendix XXVI promulgated together with Circular No. 98/2020/TT-BTC. Replace the term “people’s identity card” (“giấy chứng minh thư nhân dân”) with “identity card/electronic identity card/identity certificate” (“thẻ căn cước/căn cước điện tử/giấy chứng nhận căn cước”) in Part B of Appendix XV promulgated together with Circular No. 98/2020/TT-BTC.

3. Replacement of Appendices III, IV, XIII, XIV, and XVI issued together with Circular No. 98/2020/TT-BTC dated November 16, 2020 of the Minister of Finance guiding the operation and management of securities investment funds with Appendices III, IV, XIII, XIV, and XVI issued together with this Circular.

4. Addition of Appendices XXIX, XXX, and XXXI issued together with this Circular.

Article 29. Entry into force

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2. The State Securities Commission of Vietnam, Stock Exchanges, the Vietnam Securities Depository and Clearing Corporation, securities investment fund management companies, custodian banks, custodian banks, and other organizations and individuals related to the operation of securities investment funds and securities investment companies shall implement this Circular.

Article 30. Transitional provisions

For member funds that are contributing capital to capital-contributing members, holding shares, capital contributions, or bonds of capital-contributing members, the fund management company shall complete the divestment of the member fund from the capital-contributing member within a maximum period of 2 years from the date this Circular comes into force./.

PP. MINISTER
DEPUTY MINISTER




Nguyen Duc Chi

Appendix III

FORM OF PROSPECTUS OF SECURITIES INVESTMENT FUND
(Issued together with Circular No. 136/2025/TT-BTC dated December 29, 2025 of the Minister of Finance)

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(Cover page)

The State Securities Commission of Vietnam’s issuance of the Certificate of registration for public offering of these fund certificates only means that the registration for public offering of these fund certificates has been conducted in accordance with relevant laws, and does not imply any guarantee as to the contents of the Prospectus nor the objectives or investment strategies of the Fund.

PROSPECTUS OF SECURITIES INVESTMENT FUND

1. Name of the Fund; number of the Certificate of registration for public offering of fund certificates:

2. Type of Fund:

3. Date of registration of the Prospectus with the State Securities Commission of Vietnam:

4. Validity period of the Prospectus:

5. Title of the Prospectus:

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“The securities investment fund described in this Prospectus is a fund established in accordance with the Law on Securities No. 54/2019/QH14 adopted by the National Assembly of the Socialist Republic of Vietnam on November 26, 2019, and guiding documents. This Prospectus was registered with the State Securities Commission of Vietnam on …”

7. Full name, title, and contact address of the person in charge of information disclosure:

8. Place where the Prospectus, periodic operation reports, and financial statements are provided, and the form of provision of such documents (head office, company branches, website, etc.):

TABLE OF CONTENTS

Persons primarily responsible for the contents of the Prospectus

Terms and definitions

Investment opportunities

Information on the fund management company

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Information on other related organizations

Information on the investment fund

General information on the fund

Summary of the Fund Charter

Investment objectives, policies, and restrictions

Characteristics of investment fund certificates

Trading mechanism for fund certificates

Principles for determination of trading prices

Service fees

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Investors’ general meeting

Fund representatives board

Fund management company

Custodian bank

Risks of the Fund

Initial offering and subsequent trading

Operational status of the fund

Financial statements

Service fees and performance-based incentives

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Forecast of the fund’s operating results

Conflicts of interest

Reporting regime

Contact address for investor inquiries

Commitments

Attached appendices

CONTENTS OF THE PROSPECTUS

I. PERSONS PRIMARILY RESPONSIBLE FOR THE CONTENTS OF THE PROSPECTUS

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Mr./Ms.: ……………………………………………… Position: President of the Board of Directors/Board of Members

Mr./Ms.: ……………………………………………… Position: General Director (Director)

Mr./Ms.: ……………………………………………… Position: Chief Accountant

We hereby certify that the information and data contained in this Prospectus are consistent with the facts to the best of our knowledge, or have been reasonably investigated and collected.

2. Custodian bank

Legal representative: Mr./Ms.: …………………………

Position:

This Prospectus forms part of the application for public offering registration prepared by (name of the fund management company) after obtaining confirmation from (name of the custodian bank). We certify that the analysis, assessment, and wording used in this Prospectus have been carried out in a reasonable and prudent manner based on information and data provided by (names of relevant organizations).

II. TERMS AND DEFINITIONS

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III.  INVESTMENT OPPORTUNITIES

1. Overview of the Vietnamese economy

2. Vietnam’s financial market and investment opportunities

IV. INFORMATION ON THE FUND MANAGEMENT COMPANY

1. General information on the fund management company

Company name:

License for establishment and operation of securities business No.: Enterprise registration certificate No.:

Head office address:

Phone number:                            Fax:

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Operating duration (if any):

Charter capital:

Shareholders/capital-contributing members of the fund management company:

- Introduction of shareholders/capital-contributing members at the time of establishment:

- Introduction of shareholders/capital-contributing members holding 5% or more of charter capital:

Introduction to the Board of Directors/Board of Members (structure and brief information on members);

Introduction to the Executive Management of the fund management company (structure and brief information on members);

Introduction to the Investment Council (brief information on members).

2. Information on the operational status of the fund management company

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- Funds currently managed by the company (providing detailed lists, fund names, types of funds, etc.);

- Requirements: clearly state the sources and timing of provision of the above information; clearly state that information on past operations of the fund management company does not imply any guarantee of the future performance of the fund management company;

- The Prospectus must not provide information for private purposes or in a manner that exaggerates achievements or conceals failures regarding information on operational status, past and current management experience of the fund management company, or past and current operational status of other funds managed by the fund management company.

V. CUSTODIAN BANK

Bank name:

Establishment license number:

Certificate of registration for custodial activities No.:

Head office address:

Phone number:                              Fax:

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Main fields of operation:

VI.  REAL ESTATE MANAGEMENT ORGANIZATION (applicable to real estate investment funds)

Full name:

Abbreviated name:

Enterprise registration certificate or License for establishment and operation:

Head office address:

Phone number:                                     Fax:

Operating duration (if any):

Experience of the real estate management organization in the management, operation and commercial utilization of real estate in accordance with the investment objectives of the securities investment fund.

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Full name:

Abbreviated name:

Enterprise establishment license or Enterprise registration certificate:

Head office address:

Phone number:                                        Fax:

Operating duration (if any):

Experience of the company in activities for valuation of real estate value.

VIII. AUDIT COMPANY

Company name:

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Head office address:

Phone number:                                             Fax:

Operating duration (if any):

IX. FUND CERTIFICATE DISTRIBUTION AGENTS

The list of selected fund certificate distribution agents includes:

Name:

Head office address:

Certificate of registration for distribution agent activities No.:

Fund certificate distribution locations:

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(authorized services include: fund administration services, transfer agent services, and other services in accordance with law)

- Name of the authorized organization:

- Head office address:

- License for establishment and operation of enterprise or Enterprise registration certificate No.:

- Operating duration:

- Main fields of operation:

- Scope of authorized services (list clauses in the contract):

- Fees payable ………………………………………… payment method

XI. INFORMATION ON THE INVESTMENT FUND

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1.1 Name and contact address of the Fund

1.2 Certificate of registration for public offering

1.3 Certificate of registration for fund establishment

1.4 Nature and operating duration of the Fund (if any)

2. Fund Charter in the initial offering and updated Fund Charter in subsequent Prospectus disclosures (if any changes)

Summary of the Fund Charter with the following key information:

2.1 General provisions

2.2 Provisions on objectives, policies, and restrictions

- Investment objectives

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- Permitted investment assets

- Investment structure

- Investment restrictions

- Borrowing, lending, repurchase transactions, margin transactions

- Investment selection methods

- Principles and methods for determination of net asset value

2.3 Characteristics of investment fund certificates

- Investors

- Capital contribution conditions and payment conditions applicable to investors contributing capital to ETF funds (for ETF funds)

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- Register of ownership of fund certificates

- Voting rights of investors

- Cases of division, separation, consolidation, merger, contract finalization, dissolution of the fund and investors’ rights in cases of contract finalization and dissolution of the fund

2.4 Trading mechanism for fund certificates (applicable to open-ended funds and ETF funds)

- Procedures for receipt of sell orders and conditions for execution of sell orders

- Procedures for receipt of buy orders and conditions for execution of buy orders

- Procedures for receipt of conversion orders and conditions for execution of conversion orders

- Cases of suspension of fund certificate trading and partial execution of trading orders

2.5 Principles for determination of trading prices per fund unit (applicable to open-ended funds and ETF funds)

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- Forms of disclosure of information on trading prices, disclosure venues, and disclosure frequency

- Information on service fee levels: issuance service fees, redemption service fees, conversion service fees

2.6 Information on service fees payable by the fund

- Fund management service fees

- Supervisory service fees

- Other costs in accordance with law

- Types of service fees and costs accounted into the fund; types of service fees and costs payable by investors

2.7 Profit distribution and tax policies

- Methods for determination and distribution of fund profits

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2.8 Investors’ meeting

- Annual and extraordinary investors’ meetings

- Powers and duties of the investors’ meeting

- Procedures for convening and conducting the investors’ meeting

- Decisions of the investors’ meeting

2.9 Fund representative board

- Organization of the fund representative board (list of members of the fund representative board)

- Criteria for selection of members of the fund representative board

- Powers and duties of the fund representative board

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- Operating procedures of the fund representative board

- Removal, dismissal, and supplementation of members of the fund representative board

- Authorized representatives of members of the fund representative board

- Minutes of meetings of the fund representative board

2.10 Criteria for selection, powers, and obligations of the fund management company

- Criteria for selection of the fund management company

- Responsibilities and powers of the fund management company

- Termination of rights and obligations in respect of the fund management company

- Operational restrictions applicable to the fund management company

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- Criteria for selection of the custodian bank

- Responsibilities and powers of the custodian bank

- Termination of rights and obligations in respect of the custodian bank

2.12 Audit, accounting, and reporting regime

3. Risks associated with investment in the Fund

3.1 Market risk

3.2 Interest rate risk

3.3 Inflation risk

3.4 Liquidity risk

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3.6 Credit risk

3.7 Conflict of interest risk

3.8 Risks associated with specific investment products (depending on the types of assets in which the fund plans to invest)

3.9 Idiosyncratic risk

3.10 Other risks.

4. Other investment information

XII. INITIAL OFFERING AND SUBSEQUENT TRADING OF FUND CERTIFICATES

1. Legal basis

2. Initial offering plan

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- Fund type:

- Operating duration of the Fund:

- Investment objectives/strategies:

- Sectors and industries proposed for investment:

- Investment products proposed:

- Investment risk control procedures:

- Investment structure:

- Number/number of lots of fund units proposed for offering (or maximum and minimum numbers of fund units/number of lots proposed for offering):

- Offering period in the initial offering and extension of the offering period of fund certificates:

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- Offering price:

- Issuance service fee:

- Currency unit:

- Minimum subscription quantity:

- Method for allocation of fund certificates in the initial offering: (Total initial investment amount - Initial issuance service fee (x%)):

- Par value:

- Time limit for confirmation of investors’ transactions:

- Payment methods and forms:

- Expected nearest trading date after completion of the initial offering:

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- Parties related to the offering:

- Criteria and conditions applicable to investors contributing capital for fund establishment:

3. Trading of fund certificates/lots of fund certificates in subsequent transactions (applicable to open-ended funds and ETFs)

- Trading time after the initial offering:

- Trading date:

- Selling price:

- Redemption price:

- Redemption service fee:

- Issuance service fee:

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- Minimum subscription quantity for purchase/sale transactions:

- Order book closing time:

- Time limit for transaction confirmation:

- Time limit for payment to investors:

- Trading frequency of the fund:

- Trading method:

- Cancellation of trading orders:

- Fund conversion transactions:

- Suspension of trading:

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4. Method for determination of net asset value

4.1 Frequency of determination of net asset value

4.2 Method for determination of net asset value

4.3 Disclosure of net asset value

5. Listing and delisting of fund certificates (applicable to closed-end funds, real estate investment funds, and ETFs)

6. Guidance for investment in the investment fund

XIII. OPERATIONAL STATUS OF THE FUND

1. Financial statements (updated annually)

2. Status of issuance and redemption of fund certificates (updated annually)

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a) Fund management fees, fund administration fees, transfer agent service fees

b) Supervisory service fees and custody service fees

c) Real estate management service fees (applicable to real estate funds)

d) Real estate valuation service fees (applicable to real estate funds)

dd) Other types of service fees (audit service fees, tax advisory fees, valuation fees, etc.)

e) Other information.

4. Performance indicators

4.1 Operating expense ratio of the fund

4.2 Portfolio turnover rate of the fund

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Clearly state the method for calculation of the Fund’s income items and the plan and method for distribution of profits of the Fund to investors.

6. Forecast of the fund’s operating results

The Prospectus may include forecasts and estimates regarding the general economic situation, the securities market, economic development trends, etc.; however, it must clearly state that such forecasts and estimates do not imply any guarantee of the Fund’s future operating results. The Prospectus must clearly state the bases for making such forecasts.

7. Time and place for provision of the Fund’s operating reports

XIV. CONFLICTS OF INTEREST (State the principles for resolution of potential conflicts of interest.)

XV. INFORMATION DISCLOSURE TO INVESTORS AND REPORTING REGIME

Clearly state the obligations of the fund management company and the custodian bank in providing the Prospectus, financial statements, and monthly, quarterly, and annual operating reports to investors of the Fund.

XVI. CONTACT INFORMATION FOR INVESTOR INQUIRIES

Clearly state address and phone number enabling investors to contact the fund management company to resolve inquiries related to the Fund.

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The fund management company undertakes full responsibility for the accuracy and truthfulness of the information contents and the attached documents in this Prospectus.

XVIII. ATTACHED APPENDICES

1. Appendix on procedures and guidelines for registration of trading of fund certificates

2. Subscription/redemption application form for fund certificates

3. Addresses where the Prospectus is available

4. Draft charter of the investment fund

5. Other appendices

AUTHORIZED REPRESENTATIVE OF THE CUSTODIAN BANK
(Signature, full name, and seal)

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LEGAL REPRESENTATIVE OF THE UNDERWRITING ORGANIZATION (IF ANY)
(Signature, full name, and seal)

GENERAL DIRECTOR (DIRECTOR) OF THE FUND MANAGEMENT COMPANY
(Signature, full name, and seal)

Appendix IV

PROSPECTUS FORM FOR A SECURITIES INVESTMENT COMPANY
(Issued together with Circular No. 136/2025/TT-BTC dated December 29, 2025 of the Minister of Finance)

(cover page)

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PROSPECTUS OF SECURITIES INVESTMENT COMPANY

1. Name of the securities investment company, Certificate of registration for public offering of shares of the securities investment company:

2. Type of securities investment company:

3. Date of registration of the Prospectus with the State Securities Commission of Vietnam:

4. Validity period of the Prospectus:

5. Title of the Prospectus:

6. Disclosure statement:

“The securities investment company … described in this Prospectus is a securities investment company established under the Law on Securities No. 54/2019/QH14 passed by the National Assembly of the Socialist Republic of Vietnam on November 26, 2019 and its guiding documents. This Prospectus was registered with the State Securities Commission of Vietnam on …”

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8. Place where the Prospectus, periodic operation reports, and financial statements are provided, and the form of provision of such documents (head office, company branches, website, etc.):

SECURITIES INVESTMENT COMPANY: ...

PUBLIC OFFERING OF SHARES

(Certificate of registration for public offering of shares No. … issued by the President of the State Securities Commission on …)

LEAD UNDERWRITER:

 (or ISSUING AGENT)

Company: ……..

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CO-UNDERWRITERS (if any):

Company: ……..

Company: ……..

This Prospectus and supplementary documents shall be made available at: … from date: …

TABLE OF CONTENTS

Risk factors affecting the offering share price

Persons primarily responsible for the contents of the Prospectus

Concepts

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Summary information on the fund management company

Information on the custodian bank

Offered shares

Purpose of the offering

Plan for use of proceeds from the offering

Parties related to the offering

APPENDIX

CONTENTS OF THE PROSPECTUS

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1. Fund management company

Mr./Ms.: …………………. Position: President of the Board of Directors/Board of Members

Mr./Ms.: …………………. Position: General Director (Director)

Mr./Ms.: …………………. Position: Chief Accountant (Chief Financial Officer)

Mr./Ms.: …………………. Position: Head of the Supervisory Board

We ensure that the information and data contained in this Prospectus are accurate and truthful and undertake responsibility for the truthfulness and accuracy of such information and data in accordance with the facts known to us or reasonably investigated and collected.

2. Custodian bank

Legal representative: Mr./Ms.: …………………. Position:

This Prospectus forms part of the application for public offering registration prepared by (name of the fund management company) after obtaining confirmation from (name of the custodian bank). We ensure that the analysis, assessment, and wording selection in this Prospectus have been conducted reasonably and prudently based on the information and data provided by (names of relevant organizations).

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(This section defines terms, abbreviations, or expressions that are difficult to understand or may cause misunderstanding as used in the Prospectus.)

III.  INVESTMENT OPPORTUNITIES

1. Overview of the Vietnamese economy

2. Vietnam’s financial market and investment opportunities

IV. INFORMATION ON THE FUND MANAGEMENT COMPANY

1. General information on the fund management company

Full name:

Abbreviated name:

License for establishment and operation of securities business No.:

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Head office address:

Phone number:                                     Fax:

Addresses of branches and representative offices (if any):

Operating duration (if any):

Charter capital:

Shareholders/capital-contributing members/owner of the fund management company:

- Introduction of shareholders/capital-contributing members at establishment;

- Introduction of shareholders/capital-contributing members holding 5% or more of charter capital;

- Introduction to the Board of Directors/Board of Members (structure and brief information on members);

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- Introduction of the Investment Council (summary information of members).

Asset management experience of the fund management company.

Experience, expertise, reputation, and capacity of employees of the fund management company holding fund manager positions and performing asset management for the securities investment company.

2. Information on the operational status of the fund management company

- Summary of the operational status of the fund management company (business performance, financial status, etc.) over the most recent 5 years as of the date of inclusion in the Prospectus;

- Funds and securities investment companies currently managed by the company (provide detailed lists);

- Requirements: clearly state the sources and timing of provision of the above information; clearly state that information on past operations of the fund management company does not imply any guarantee of its future operating capacity;

- The Prospectus must not provide information for private purposes or in a manner that exaggerates achievements or conceals failures regarding information on operational status, past and current management experience of the fund management company, or past and current operational status of other funds managed by the fund management company.

V. CUSTODIAN BANK

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Abbreviated name:

License for establishment and operation No.:

Certificate of registration for securities depository operations No.:

Head office address:

Phone number:                                Fax:

Operating duration (if any):

Experience of personnel assigned to supervise the asset management activities of the proposed fund; the asset custody department for the proposed fund.

VI.  REAL ESTATE MANAGEMENT ORGANIZATION (applicable to real estate securities investment companies)

Full name:

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Enterprise establishment license or Enterprise registration certificate:

Head office address:

Phone number:                                   Fax:

Operating duration (if any):

Experience of the real estate management organization in management, operation and commercial utilization of real estate in a manner consistent with the investment objectives of the securities investment company.

VII. VALUATION ENTERPRISE (applicable to real estate securities investment companies)

Full name:

Abbreviated name:

Enterprise establishment license or Enterprise registration certificate:

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Phone number:                        Fax:

Operating duration (if any):

Experience of the company in activities for valuation of real estate value.

VIII. AUDIT COMPANY

Company name:

Enterprise establishment license or Enterprise registration certificate:

Head office address:

Phone number:                                                             Fax:

Operating duration (if any):

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The list of selected share distribution agents includes:

Name of distribution agent:

Head office address:

Certificate of registration for distribution agent operations No.:

Share distribution locations:

X. AUTHORIZED ORGANIZATION

Authorized organization:

- Organization name:

- Head office address:

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- Operating duration:

- Main fields of operation:

- Scope of authorized services (list clauses in the contract):

- Fees payable ………………………………………… payment method

XI. INFORMATION ON THE SECURITIES INVESTMENT COMPANY

1. General information on the securities investment company

1.1 Name and contact address of the securities investment company

1.2 Certificate of registration for public offering

1.3 License for establishment and operation of the securities investment company

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2. Regulations on investment objectives, investment strategies, investment methods and procedures, investment restrictions, and risk factors of the securities investment company

2.1 Investment objectives of the securities investment company

2.2 Investment strategies of the securities investment company

2.3 Investment methods and procedures of the securities investment company

2.4 Investment restrictions of the securities investment company

2.5 Risks associated with investment in the securities investment company

- Market risk

- Interest rate risk

- Inflation risk

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- Legal risk

- Credit risk

- Conflict of interest risk

- Risks related to specific investment products (depending on the types of assets in which the securities investment company intends to invest)

- Idiosyncratic risk

- Other risks.

3. The Charter of the securities investment company applicable to the initial public offering and the Charter of the securities investment company updated in subsequent Prospectus disclosures (if amended)

Summary of the Charter of the securities investment company, including the following principal contents:

3.1 General provisions

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- Investment objectives

- Investment strategies

- Permitted investment assets

- Investment structure

- Investment restrictions

- Borrowing, lending, repurchase transactions, margin transactions

- Investment selection methods

- Principles and methods for determination of net asset value

3.3. Characteristics of the securities investment company

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- Rights and obligations of shareholders

- Shareholder register

- Voting rights of shareholders

- Cases of consolidation, merger, liquidation, dissolution of the securities investment company, and the rights of shareholders in the event of liquidation or dissolution

3.4. Information on service fees payable by the securities investment company

- Fund management service fees

- Supervisory service fees

- Real estate management service fees (applicable to real estate securities investment companies)

- Real estate valuation service fees (applicable to real estate securities investment companies)

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- Categories of service fees and expenses accounted for by the securities investment company; categories of service fees and expenses payable by shareholders

3.5 Profit distribution and tax policies

- Methods for determining and distributing profits of the securities investment company

- Tax policies: taxes applicable to the securities investment company; income tax applicable to shareholders (payment methods: withholding at source or self-payment by shareholders)

3.6. General meeting of shareholders

- Annual and extraordinary general meetings of shareholders

- Powers and duties of the general meeting of shareholders

- Procedures for convening and conducting the general meeting of shareholders

- Resolutions of the general meeting of shareholders

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- Organization of the Board of Directors (list)

- Criteria for selection of members of the Board of Directors

- Powers and duties of the Board of Directors

- Chairperson of the Board of Directors

- Operating procedures of the Chairperson of the Board of Directors

- Suspension, dismissal, and removal of members of the Board of Directors

- Representatives of members of the Board of Directors

- Minutes of meetings of the Board of Directors

3.8. Criteria for selection, powers, and responsibilities of the fund management company

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- Responsibilities and powers of the fund management company

- Termination of rights and obligations in respect of the fund management company

- Operational restrictions applicable to the fund management company

3.9 Criteria for selection, powers, and responsibilities of the custodian bank

- Criteria for selection of the custodian bank

- Responsibilities and powers of the custodian bank

- Termination of rights and obligations in respect of the custodian bank

3.10 Audit, accounting, and reporting regime

4. Other investment-related information

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1. Legal basis

2. Initial offering plan

- Name of the securities investment company:

- Duration of the securities investment company:

- Investment objectives/strategies:

- Intended investment sectors and industries:

- Investment risk control procedures:

- Investment structure:

- Number of shares proposed to be offered (or the maximum and minimum number of shares proposed to be offered):

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- Par value:

- Offering price:

- Minimum subscription quantity:

- Method of initial share allocation:

- Initial offering service fee (x%):

- Time limit for transaction confirmation by shareholders:

- Payment methods and forms:

- Expected nearest trading date after completion of the initial offering:

- Offering locations and distribution agents:

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3. Method for determination of net asset value

3.1. Timing for determination of net asset value

3.2 Method for determination of net asset value

3.3 Disclosure of net asset value

4. Information guiding participation in investment in the securities investment company

XI. OPERATIONAL STATUS OF THE SECURITIES INVESTMENT COMPANY

1. Financial statements (updated annually)

2. Service fees and performance-based incentives

2.1. Initial offering service fees

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2.3. Supervisory service fees and custody service fees

2.4. Real estate management service fees (applicable to real estate securities investment companies)

2.5. Other service fees (audit service fees, tax consultancy fees, valuation fees, etc.)

2.6. Other information

3. Performance indicators

3.1. Operating expense ratio of the securities investment company

3.2. Portfolio turnover rate of the securities investment company

4. Method for calculating income and the profit distribution plan of the securities investment company

Clearly state the methods for calculating the income items of the securities investment company; the plan and methods for distributing profits of the securities investment company to shareholders.

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The Prospectus may include forecasts and estimates regarding the general economic situation, the securities market, economic development trends, etc.; however, it must clearly state that such forecasts and estimates do not imply any guarantee of the Fund’s future operating results. The Prospectus must clearly state the bases for making such forecasts.

6. Time and place for provision of operating reports of the securities investment company

XII. CONFLICTS OF INTEREST

(State the principles for resolving potential conflicts of interest.)

XIII. INFORMATION DISCLOSURE TO SHAREHOLDERS, REPORTING REGIME

Clearly state the obligations of the fund management company and the custodian bank in providing the Prospectus, financial statements, and monthly, quarterly, and annual operating reports to the shareholders of the securities investment company.

XIV. CONTACT FOR RESPONDING TO SHAREHOLDERS’ INQUIRIES

Clearly state the address and phone number enabling shareholders to contact the fund management company for responses to inquiries related to the securities investment company.

XV. UNDERTAKING

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1. Appendix on procedures and guidelines for registration to purchase shares

2. Share purchase application form

3. Addresses where the Prospectus is available

4. Other appendices (if any)

AUTHORIZED REPRESENTATIVE OF THE CUSTODIAN BANK
(Signature, full name, and seal)

PRESIDENT OF THE BOARD OF DIRECTORS/PRESIDENT OF THE MEMBERS’ COUNCIL/PRESIDENT OF THE FUND MANAGEMENT COMPANY
(Signature, full name, and seal)

AUTHORIZED REPRESENTATIVE OF THE ORGANIZATION PROVIDING CONSULTANCY SERVICES FOR THE PUBLIC OFFERING REGISTRATION DOSSIER (IF ANY)
(Signature, full name, and seal)

GENERAL DIRECTOR (DIRECTOR) OF THE FUND MANAGEMENT COMPANY
(Signature, full name, and seal)

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Appendix XIII

INFORMATION DISCLOSURE FORM
(Attached to Circular No. 136/2025/TT-BTC dated December 29, 2025 of the Minister of Finance)

SOCIALIST REPUBLIC OF VIETNAM
Independence - Freedom - Happiness
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[Location]......., [date]..................

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PERSONAL INFORMATION FORM

1. Full name:

2. Date of birth:

3. Nationality (all current nationalities for foreigners):

4. Personal identification number (for Vietnamese citizens) or passport number, date of issuance, place of issuance (for foreigners):

5. Contact address (permanent):

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7. Professional qualifications:

8. Occupation:

9. Education and professional training background (clearly state the name of the institution; course name; study period; degree name (list degrees and training programs relevant to the standards and conditions of the elected or appointed position)):

Duration

Training institution

Field of study

Program

Degree name

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10. Employment history (details of previous occupations, titles, and positions held):

Time (month/year)

Workplace

Title/Position

Responsibilities

Position

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11. Position and duties at the fund representative board / Board of Directors of the securities investment company:

12. Current positions at other organizations:

13. Declarant’s relatives (spouse, father, adoptive father, mother, adoptive mother, children, adopted children, siblings, etc.)

Full name

Relationship

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Personal identification number (for Vietnamese citizens) / Passport number, date of issuance, place of issuance (for foreigners)

Address

Occupation, workplace

Position

Spouse

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Father

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Children

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Siblings …

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After studying the Fund Charter/Charter of the securities investment company and relevant legal regulations, I hereby undertake:

For members of the fund representative board / members of the Board of Directors of the securities investment company

- To satisfy the conditions applicable to members of the fund representative board / members of the Board of Directors as stipulated in the Fund Charter / Charter of the securities investment company and relevant legal regulations;

- To comply with the provisions of the Fund Charter/Charter of the securities investment company and relevant legal regulations;

- To take full responsibility for the truthfulness and accuracy of the enclosed documents (if any).

For independent members of the fund representative board/independent members of the Board of Directors of the securities investment company

- To satisfy the conditions applicable to independent members of the fund representative board/Board of Directors as stipulated in the Fund Charter/Charter of the securities investment company and relevant legal regulations;

- To comply with the provisions of the Fund Charter/Charter of the securities investment company and relevant legal regulations;

- To take full responsibility for the truthfulness and accuracy of the enclosed documents (if any).

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DECLARANT
(Signature, full name)

Appendix XIV

METHODS FOR VALUATION OF ASSETS
(Attached to Circular No. 136/2025/TT-BTC dated December 29, 2025 of the Minister of Finance)

A - Asset valuation

No.

Type of assets

Valuation principles for market transactions

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1

Cash (VND)

Cash balance as of the day immediately preceding the valuation date.

2

Foreign currencies

Value converted into VND at the prevailing exchange rate quoted by credit institutions licensed to conduct foreign exchange business as of the day immediately preceding the valuation date.

3

Term deposits

Deposit principal plus accrued but unpaid interest calculated up to the day immediately preceding the valuation date.

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Treasury bills, negotiable certificates of deposit and other money market instruments

Purchase price plus accrued interest calculated up to the day immediately preceding the valuation date.

5

Non-interest-bearing instruments, including bills, bonds, valuable papers and other non-interest-bearing instruments

Average quoted price on the Stock Exchange trading system; where no quoted price is available, the price shall be determined using a discounted cash flow model based on the winning bid interest rate or another interest rate prescribed by the fund representative board/Board of Directors of the securities investment company, and the holding period of the instrument.

Bonds

6

Listed bonds; privately issued corporate bonds registered for trading on the Stock Exchange

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- Where there has been no trading for more than 15 days up to the valuation date, or where market prices fluctuate significantly with the fluctuation level and pricing method specified in the Fund Charter, the price shall be one of the following:

+ Purchase price plus accrued interest; or

+ Par value plus accrued interest;

+ Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

7

Unlisted bonds

- Quoted price (if any) on quotation systems plus accrued interest calculated up to the day immediately preceding the valuation date; or

- Purchase price plus accrued interest; or

- Par value plus accrued interest; or

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Shares

8

Shares listed on the Stock Exchange; privately placed shares of listed organizations; additional public offerings of listed organizations

- Closing price (or other denomination as prescribed by the internal rules of the Stock Exchange) of the most recent trading day prior to the valuation date;

- Where there has been no trading for more than 15 days up to the valuation date, the price shall be one of the following:

+ Book value; or

+ Purchase price; or

+ Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

9

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- Closing price (or other denomination as prescribed by the internal rules of the Stock Exchange) of the most recent trading day prior to the valuation date;

- Where there has been no trading for more than 15 days up to the valuation date, the price shall be one of the following:

+ Book value; or

+ Purchase price; or

+ Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

10

Shares subject to trading suspension, delisting, or deregistration for reasons other than a change of Stock Exchange

One of the following prices:

- Book value; or

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- Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

11

Shares delisted or deregistered due to a change of Stock Exchange

- Closing price (or other denomination as prescribed by the internal rules of the Stock Exchange) of the most recent trading day prior to the valuation date;

- Where there has been no trading for more than 15 days up to the valuation date, the price shall be one of the following:

+ Book value; or

+ Purchase price; or

+ Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

12

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One of the following prices:

- 80% of the liquidation value of such shares as of the date of the most recent balance sheet prior to the valuation date; or

- Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

13

Equity interests and other contributed capital

Market price being the average price of successfully executed transactions on the most recent trading day prior to the valuation date as provided by quotation organizations. Where no quotation is available, the price shall be one of the following:

+ Book value; or

+ Purchase price/capital contribution value; or

+ Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

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14

Listed public fund certificates

- Closing price, or another denomination in accordance with the internal rules of the Stock Exchange, as of the most recent trading day prior to the valuation date;

- Where there has been no trading for more than 15 days up to the valuation date, the price shall be determined as one of the following:

+ Net asset value per fund certificate disclosed on the website of the State Securities Commission of Vietnam or the Stock Exchange or the fund management company as of the date closest to,

but prior to, the valuation date; or

+ Purchase price; or

+ Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

15

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Net asset value per fund certificate disclosed as of the date closest to, but prior to, the valuation date.

16

Public fund certificates delisted due to a change of Stock Exchange

One of the following prices:

- Net asset value per fund certificate disclosed as of the date closest to, but prior to, the valuation date; or

- Purchase price; or

- Price determined in accordance with a method approved by the fund representative board/Board of Directors of the securities investment company.

Derivatives securities

17

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