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VIETNAM
SECURITIES DEPOSITORY AND CLEARING CORPORATION
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SOCIALIST
REPUBLIC OF VIETNAM
Independence - Freedom – Happiness
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No. 41/QD-HDTV
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Hanoi, April 29,
2025
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DECISION
ON
THE PROMULGATION OF THE REGULATION ON THE OPERATION OF CREATION/REDEMPTION,
REGISTRATION, DEPOSIT, CLEARING, AND EXERCISE OF RIGHTS FOR EXCHANGE-TRADED
FUND (ETF) CERTIFICATES AT THE VIETNAM SECURITIES DEPOSITORY AND CLEARING
CORPORATION
THE BOARD OF MEMBERS
OF VIETNAM SECURITIES DEPOSITORY AND CLEARING CORPORATION
Pursuant to the Law on Securities dated November
26, 2019;
Pursuant to the Law on amendments the Law on
Securities, the Law on Accounting, the Law on Independent Audit, the Law on
State Budget, the Law on Management and Use of Public Property, the Law on Tax
Administration, the Law on Personal Income Tax, the Law on National Reserve,
and the Law on Handling of Administrative Violations dated November 29, 2024;
Pursuant to Decree No. 155/2020/ND-CP dated
December 31, 2020, of the Government detailing the implementation of certain
articles of the Law on Securities;
Pursuant to Circular No. 98/2020/TT-BTC dated
November 16, 2020 of the Minister of Finance on guidelines for the operation
and management of securities investment funds;
Pursuant to Decision No. 26/2022/QD-TTg dated
December 16, 2022, of the Prime Minister on the establishment, organization,
and operation of the Vietnam Securities Depository and Clearing Corporation;
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Pursuant to Official Dispatch No. 1388/UBCK-PTTT
dated April 28, 2025, of the State Securities Commission on the approval of the
business regulations of the Vietnam Securities Depository and Clearing
Corporation;
Pursuant to Resolution No. 103/2025/NQ-HDTV
dated April 29, 2025 of the Board of Members of the Vietnam Securities Depository
and Clearing Corporation on the approval of the promulgation of business
regulations at the Vietnam Securities Depository and Clearing Corporation;
At the proposal of the General Director of the Vietnam
Securities Depository and Clearing Corporation.
HEREBY DECIDES:
Article 1. This Decision hereby promulgates the "Regulation on the
Operation of creation/redemption, registration, deposit, clearing, and exercise
of rights for exchange-traded fund (ETF) certificates at the Vietnam Securities
Depository and Clearing Corporation".
Article 2. This Decision shall take effect from the date the
information technology system of the "Design, Solutions, Supply,
Installation, and Transfer of Information Technology System - Ho Chi Minh City
Stock Exchange" package officially comes into operation, replacing
Decision No. 24/QD-HDTV dated August 10, 2023 of the Board of Members of the
Vietnam Securities Depository and Clearing Corporation on the promulgation of
the Regulation on the operation of creation/redemption, registration, deposit,
clearing, and exercise of rights for ETF certificates.
Article 3. The General Director, Branch Directors, Head of the
Administrative Management Department, Head of the Fund Services and Covered
Warrant Management Department, Chief of the Office of the Board of Members, and
Heads of other departments of the Vietnam Securities Depository and Clearing
Corporation, along with relevant organizations and individuals, shall implement
this Decision./.
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REGULATION
ON
THE OPERATION OF CREATION/REDEMPTION, REGISTRATION, DEPOSIT, CLEARING, AND
EXERCISE OF RIGHTS FOR EXCHANGE-TRADED FUND (ETF) CERTIFICATES AT THE VIETNAM
SECURITIES DEPOSITORY AND CLEARING CORPORATION
(Enclosed with Decision No. 41/QD-HDTV dated April 29, 2025 of the board of
members of the Vietnam Securities Depository and Clearing Corporation)
Chapter I
GENERAL PROVISIONS
Article 1. Scope
This Regulation provides guidelines on the methods,
processes, and procedures for the operation of freezing component securities
portfolios for the establishment of exchange-traded funds (hereinafter referred
to as "ETFs"), registration, deposit, clearing, exercise of rights,
and creation/redemption of ETF certificates by related parties at the Vietnam
Securities Depository and Clearing Corporation (hereinafter referred to as
"VSDC").
Article 2. Interpretation of
terms
1. Authorized participant (AP) is a
securities company with brokerage and proprietary trading operations, or a
custodian bank that has signed an ETF creation agreement with a fund management
company (FMC).
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3. ETF distribution agents are securities
companies licensed for securities brokerage services, holding a valid
certificate of registration for the distribution of fund certificates, and
having entered into ETF distribution agreements with fund management companies.
4. Component securities are the component
securities included in the reference index of an ETF, excluding derivatives.
5. Creation/redemption transaction is the
process of exchanging component securities for ETF certificates and vice versa,
conducted between the ETF and investors.
6. Creation/redemption orders include buy
and sell orders for ETF certificates placed by investors:
a) Creation order is an order to exchange
component securities for ETF certificates, where the investor requests the ETF
to accept the component securities portfolio and issue ETF certificates;
b) Redemption order is an order to exchange ETF
certificates for component securities, where the investor requests the ETF to
accept ETF certificates and return the component securities portfolio.
7. Capital contribution registration period is
the period specified by the FMC during which investors submit capital
contribution requests, including the number of ETF certificates they wish to
purchase for the initial creation.
8. Capital contribution period is the period
specified by the FMC during which the FMC or AP submits the dossier requesting
the freezing of the component securities portfolio for ETF creation and
deposits cash (in case of cash contribution) into the ETF's frozen account at
the custodian bank.
9. Exchange transaction date (T) is the date
on which the FMC, on behalf of the ETF, receives creation and redemption orders
from APs and investors according to the ETF's trading mechanism.
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11. Valid copy is a copy issued from the
original register or a certified true copy from the original by a competent
authority in accordance with legal regulations.
12. Digital signature is a form of
electronic signature as defined by electronic transaction laws, used by
authorized representatives of VSDC, FMCs, custodian banks, and APs to
authenticate data they send.
13. Business message (MT message, FileAct) is
a structured data file containing business transaction information, formatted
according to ISO 15022, exchanged directly between the business systems of APs,
depository members, and the ETF system, authenticated by digital signatures from
authorized representatives of VSDC, APs, or depository members, and considered
electronic documents. The detailed specifications for business messages are
provided in the guidelines for connecting to the VSDC online communication
portal.
14. Electronic documents are electronic
records related to business operations at VSDC that are created, sent,
received, and stored using electronic means in accordance with electronic
transaction laws in financial operations, through electronic communication
portals, online communication portals, or global networks via the VSDC's
electronic information platform, authenticated by digital signatures from
authorized representatives of VSDC, FMCs, APs, or custodian banks.
15. Electronic communication portal
a) The electronic communication portal for
FMCs is an application environment that allows FMCs and VSDC to exchange
business operation information in the form of electronic dossiers, documents,
reports, and electronic transactions through the global network (internet) via
an interface on the electronic information platform.
b) The electronic communication portal for
APs is an application environment that allows APs and VSDC to exchange business
operation information in the form of electronic dossiers, documents, reports,
and electronic transactions indirectly through workstations located at the
headquarters or branches of the APs where VSDC software has been installed.
16. The online communication portal is an
application environment that allows APs and VSDC to exchange business operation
information in the form of MT messages, direct confirmation messages between
the business systems of APs and the systems of VSDC.
17. The securities holder number is the
identification number of valid documents issued by competent authorities in
Vietnam or abroad to organizations or individuals holding securities, which is
recorded by VSDC for the purpose of identifying, tracking, and managing
securities holder information in the VSDC registration system, specifically as
follows:
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b) For domestic organizations and household
businesses: establishment decision number, enterprise registration certificate,
household business registration certificate, or equivalent documents;
c) For organizations that are depository members of
VSDC: the depository member certificate number issued by VSDC.
d) For foreign organizations and individuals: trading
code.
18. Date of issuance of securities holder number
means the issuance date of valid identification documents specified in
Clause 17 of this Article.
19. The type of securities holder includes
domestic individual, foreign individual, domestic organization, and foreign
organization.
20. The securities identification (SID) is a
15-character identification number automatically generated by the system for
securities holders and investors, based on the securities holders number, the
date of issuance of the securities holders number, and the type of securities
holder.
21. The ETF system is a software application
managed by VSDC, used for freezing the component securities portfolios for ETF
capital contributions, registering, and processing the creation and redemption
of ETF certificates.
22. Valid dossier means a set of documents
that are complete and properly prepared in accordance with the laws and this
Regulation.
Article 3. General provisions
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2. VSDC shall review the validity of dossiers and
documents based on the information provided and shall not be held responsible
for any violations committed by FMCs and related organizations that occur
before or after the submission of dossiers and documents to VSDC.
3. During the dossier and document processing, if
the dossier or document contains information that requires verification,
clarification, or instructions from the regulatory authority before execution,
the time taken by VSDC to verify, clarify, or report to the regulatory
authority for guidance shall not be counted toward the dossier and document
processing timeframe stipulated in this Regulation. VSDC shall be responsible
for notifying the submitting organizations or individuals to coordinate in the
resolution of such matters.
4. Dossiers and documents submitted to VSDC can be
submitted directly, via postal service, through the electronic communication
portal, online communication portal of VSDC, or by sending digitally signed
documents to the email address [email protected] from the registered email address
with VSDC, as specified for each business operation in Chapters II, III, and IV
of this Regulation. Business operations that apply the submission and receipt
of dossiers through the electronic communication portal shall be conducted in
accordance with the service provision agreement between VSDC and the FMC.
5. If necessary, VSDC, FMCs, APs, and related
organizations may convert electronic documents into paper documents in
accordance with the electronic transaction laws in financial operations and
related regulatory guidelines.
Electronic documents converted into paper documents
by VSDC shall be stamped with the following mark:
VIETNAM SECURITIES
DEPOSITORY AND CLEARING CORPORATION
DOCUMENT
CONVERTED FROM ELECTRONIC DOCUMENT
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Full name:
Signature:
Conversion date and time:
6. The date on which VSDC receives dossiers from
FMCs, APs, and related organizations under this Regulation is specifically
defined as follows:
a) The date of signature in the dispatch log of
VSDC in the case of direct submission;
b) The date of receipt stamped on the incoming
correspondence of VSDC in the case of dossiers sent by post.
c) The date on which the ETF system receives
electronic documents from FMCs, APs, and related organizations;
d) The date on which VSDC receives digitally signed
dossiers and documents from the email address registered by FMCs, APs, and
related organizations with VSDC.
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a) For APs connected to the online communication
portal: APs send business messages to the ETF system;
b) For APs not connected to the online
communication portal: APs enter transactions through the ETF system interface.
Based on the information entered by the AP, the ETF system automatically
generates corresponding business messages for processing, similar to the method
used for direct business message transmission.
Chapter II
FREEZING COMPONENT
SECURITIES FOR ETF CAPITAL CONTRIBUTION
Article 4. Principles for
freezing component securities
1. APs and distribution agents must submit dossiers
requesting the freezing of component securities for capital contribution on
behalf of investors to VSDC within the capital contribution period specified by
the FMC.
2. APs and distribution agents are responsible for
verifying the dossiers submitted by investors for capital contribution to
ensure they contain all required information as specified by VSDC. APs and
Distribution agents must ensure that the information declared in the capital
contribution registration dossiers is complete and accurate, in accordance with
the investor's instructions and legal regulations.
3. VSDC will only freeze component securities for
ETF capital contribution in the investor's trading securities account upon
receipt of a written request from the AP on behalf of the investor, provided
that the quantity of component securities in the investor's trading account is
sufficient to cover the number of ETF certificates registered for capital
contribution, and that the freezing request matches the component securities
portfolio provided by the FMC.
4. Component securities used for capital
contribution are frozen and recorded in the investor's pending settlement
securities account at VSDC, and simultaneously frozen in the investor's account
at the depository member.
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1. No later than 5 business days before the start
of the capital contribution registration period, the FMC must send VSDC the
necessary documents to announce the information on the initial public offering
of ETF certificates, so that VSDC can update this information in the ETF
system.
a) Written notification of the initial public
offering (IPO) of ETF certificates (Form 02/ETF), accompanied by a valid copy
of the ETF public offering registration certificate issued by the SSC;
b) Written request from the custodian bank to VSDC
to register the ETF's securities depository account in the ETF system (Form
03/ETF), including a commitment to use this account solely for capital
contribution transactions and other ETF operations in the event of a successful
offering.
2. Within 3 business days from the end of the
capital contribution registration period, the FMC must prepare and submit to
VSDC:
a) The list of investors who registered for capital
contribution to the ETF (Form 04/ETF);
b) Notification of the component securities
portfolio, the ratio, and quantity of component securities contributed as
capital (Form 05/ETF).
3. Within 1 business day from the end of the
capital contribution period, APs and Distribution agents must prepare and
submit to VSDC a written request for freezing and transfer of ownership of the
component securities contributed as capital (Form 06/ETF).
4. On the second business day from the end of the
capital contribution period, based on the written request for freezing and
transfer of ownership of component securities for capital contribution, VSDC
shall verify and freeze the component securities in the accounts of
contributing investors and send the Confirmation of Freezing to the APs and
depository members where the contributing investors have their securities
accounts (Form 07/ETF).
5. Within 1 business day from the date VSDC
completes the freezing, VSDC shall send the following lists to the FMC:
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b) Confirmation of the component securities
portfolios of contributing investors (Form 08B/ETF);
c) List of investors with sufficient component
securities for capital contribution, who will receive ETF certificates upon
allocation (Form 09/ETF);
d) List of investors who will transfer ownership of
frozen component securities for capital contribution to the ETF (Form 10/ETF);
dd) List of investors with insufficient component
securities for capital contribution (Form 11/ETF).
6. Within 1 business day from the date the FMC
receives the documents specified in Clause 5 of this Article, the FMC shall
send VSDC a written confirmation of the freezing of component securities,
confirming that the quantity of ETF certificates registered for capital
contribution matches the list of contributing investors and the handling of
cases with insufficient component securities (Form 12A/ETF) (if applicable).
7. In case the FMC requests an extension of the ETF
certificate distribution period:
a) If the FMC requests an extension within the
90-day distribution period from the effective date of the ETF public offering
registration certificate, the FMC must send a notice of the distribution period
adjustment (Form 12B/ETF) to VSDC at least 2 business days before the effective
date of the extension.
b) If the FMC requests an extension beyond the
90-day distribution period from the effective date of the ETF public offering
registration certificate, the FMC must send a notice of the distribution period
adjustment (Form 12C/ETF) to VSDC, accompanied by a valid copy of the extension
approval document from the SSC, within 3 business days from the date the
extension was granted.
Article 6. Procedures for
freezing component securities when VSDC acts as the transfer agent for the ETF
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2. No later than 5 days before the first day of the
capital contribution registration period, the FMC shall send the documents
notifying information on the initial public offering of ETF certificates, so
that VSDC can update this information in the ETF system.
a) Written notification of the initial public
offering (IPO) of ETF certificates (Form 02/ETF), accompanied by a valid copy
of the ETF public offering registration certificate issued by the SSC;
b) Written request from the custodian bank to VSDC
to register the ETF's securities depository account in the ETF system (Form
03/ETF), including a commitment to use this account solely for capital
contribution transactions and other ETF operations in the event of a successful
offering.
c) Notification of the component securities
portfolio, ratio, and quantity of component securities for capital contribution
(Form 05/ETF);
d) Two (2) CSV data files via email, including:
- Notification of the component securities
portfolio (Form 13A/ETF);
- Notification of component securities in the
portfolio that are to be substituted by cash for creation/redemption
transactions (Form 13B/ETF).
3. On the first business day of the capital
contribution registration period, the ETF system shall send MT502 and MT509
business messages to the APs to notify the start of order acceptance.
4. During the capital contribution registration period,
from 8:00 to 17:00 on business days:
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b) For investors without securities depository
accounts at APs: APs shall send the following documents to VSDC via email for
manual input into the ETF system:
- List of contributing investors with digitally
signed enterprise certificates (Form 14/ETF);
- Written requests for cancellation or amendment of
transactions for digitally signed investors (Form 15/ETF).
5. On the final business day of the capital
contribution registration period:
a) Before 15:00, APs shall send capital
contribution registration business messages to investors;
b) At 15:00, the ETF system shall close the order
acceptance period.
6. On the first business day of the capital
contribution period:
a) By 9:00 a.m., the FMC shall send VSDC the
digitally signed Notification of the component securities portfolio, ratio, and
quantity of component securities for capital contribution (Form 05/ETF) and two
(2) CSV data files via email, including: Notification of the component
securities portfolio (Form 13A/ETF); Notification of component securities in
the portfolio to be substituted by cash for creation/redemption transactions
(Form 13B/ETF).
b) By 9:00 a.m., VSDC shall send the FMC a
digitally signed file containing the List of investors registered for ETF
capital contribution via email.
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- For investors with securities depository
accounts at the AP: the AP shall send MT502 and MT998 business messages to the
ETF system to adjust the number of ETF certificates.
- For investors without securities depository
accounts at the AP: the AP shall send the Notification of adjustment to the
number of capital contribution units for digitally signed investors (Form
16/ETF) via email to VSDC for manual input into the ETF system.
d) At 5:00 p.m., the ETF system shall send MT509
business messages to the APs to notify the end of capital contribution
registration adjustment.
7. On the first business day following the end of
the capital contribution period:
a) The custodian bank shall send VSDC a digitally
signed file containing the List of investors who have deposited funds into the
ETF account (Form 17/ETF) via email.
b) The AP shall send VSDC a written request for the
freezing and transfer of ownership of component securities for capital
contribution (Form 06/ETF).
8. By 3:00 p.m. on the second business day
following the end of the capital contribution period, VSDC shall proceed as
follows:
a) Verify and reconcile the funds deposited by
investors based on the information provided by the custodian bank against the
investors' capital contribution obligations;
b) If the investors have fully paid their
contributions, VSDC shall verify the quantity of component securities in the
investors' trading securities accounts and proceed with freezing the component
securities if the required amount is available.
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a) Send the following documents to the FMC:
- Confirmation of freezing (Form 07/ETF);
- Confirmation of investors' component securities
portfolios (Form 08B/ETF);
- Summary of frozen component securities portfolios
and frozen funds of each investor for ETF capital contribution (Form 08A/ETF);
- List of investors with sufficient component
securities and funds for capital contribution, eligible to receive ETF certificates
upon allocation (Form 09/ETF);
- List of investors who will transfer ownership of
frozen component securities for ETF capital contribution (Form 10/ETF);
- List of investors with insufficient component
securities and funds for capital contribution, detailed by AP (Form 11/ETF).
b) Send the following documents to the APs
for notification to investors:
- Confirmation of frozen component securities (Form
07/ETF);
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10. In the event that the FMC extends the ETF
certificate distribution period, the FMC shall send a notification to VSDC in
accordance with Clause 7, Article 5 of this Regulation.
Article 7. Release of frozen
component securities
1. VSDC shall release frozen component securities
in the event of an unsuccessful offering or in other cases as specified in the
written notification from the FMC to VSDC and the APs.
2. In the event of an unsuccessful offering, VSDC
shall, based on the written notification from the FMC, notify VSDC of the
offering results to release the component securities to investors (Form
18A/ETF) and close the ETF's securities depository account.
3. In other cases specified in the written
notification from the FMC, VSDC shall release the component securities to
investors based on the written notification from the FMC (Form 18A/ETF) and the
written request for release of component securities (Form 18B/ETF) prepared by
the AP.
4. Within 1 business day from the date of receipt
of the written notification from the FMC and the AP as specified in Clauses 2
and 3 of this Article, VSDC shall release the component securities and send a
Confirmation of release of component securities (Form 19/ETF) to the FMC and
the AP.
Chapter III
ETF CERTIFICATE
REGISTRATION
Article 8. Initial registration
of ETF certificates and transfer of ownership of component securities for
capital contribution
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a) Application for initial registration of ETF
certificates submitted by the FMC (Form 20/ETF);
b) List of ETF certificate holders (Form 21/ETF);
c) A valid copy of the Certificate of Fund
Establishment Registration issued by the SSC;
d) List of investors transferring ownership of
component securities to the ETF (Form 22/ETF);
dd) Service agreement (two original copies) between
VSDC and the FMC, signed by the legal representative (or authorized person) and
stamped by the FMC, in the form prescribed by VSDC (applicable in cases where
the FMC has not yet signed a service agreement with VSDC).
2. Within 3 business days from the date of receipt
of a valid dossier, VSDC shall proceed with the initial registration of ETF
certificates and transfer the ownership of the component securities used for
capital contribution, which have been frozen, from the investors' securities
depository accounts to the ETF's securities depository account, and issue the
following documents:
- Notice of ETF certificate registration to the
FMC, the Stock Exchange, and related depository members (Form 23/ETF);
- Confirmation of transfer of securities ownership
to the FMC and related depository members (Form 24/ETF).
At the same time, the ETF system shall send
MT544/MT546 business messages to record the increase in ETF certificates and
the decrease in component securities to the related depository members.
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4. The effective date of ETF certificate
registration with VSDC shall also be the effective date of the transfer of
ownership of component securities from the investors to the ETF.
Article 9. Adjustment of
registered ETF certificate information
1. Adjustments to the registered ETF certificate
information at VSDC may be made in the following cases:
a) An increase or decrease in the number of registered
ETF certificates due to the results of creation/redemption transactions as
specified in Chapter IV of this Regulation;
b) The ETF changes its name;
c) The FMC distributes dividends in the form of ETF
certificates.
2. The procedures for adjusting registered ETF
certificate information in the event of an increase or decrease in the number
of registered ETF certificates as a result of creation/redemption transactions
shall be carried out in accordance with Articles 13 and 14 of this Regulation.
3. Procedures for adjusting registered ETF
certificate information in the event of an ETF name change:
3.1. The FMC shall submit the following documents
to VSDC:
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b) A valid copy of the Certificate of Amendment to
the Fund Establishment Registration issued by the SSC.
3.2. Within 2 business days from the date of
receipt of a valid dossier, VSDC shall adjust the ETF name information and send
a Notification of ETF certificate information adjustment to the FMC, the Stock
Exchange, and related depository members (Form 26A/ETF). In the event of an
incomplete or invalid dossier, VSDC shall send a written notice to the FMC
requesting additional information or clarification.
4. Procedures for adjusting registered ETF
certificate information in the event that the FMC distributes dividends in the
form of ETF certificates:
4.1. The FMC shall submit an Application for
adjustment of registered ETF certificate information (Form 25B/ETF).
4.2. Within 5 business days from the date of
receipt of a valid dossier, VSDC shall adjust the number of registered ETF
certificates and send a Notification of ETF certificate information adjustment
to the FMC, the Stock Exchange, and related depository members (Form 26B/ETF).
At the same time, the ETF system shall send MT501 and MT596 business messages,
along with a CSV data file, to the related depository members to notify the
accounting adjustments for ETF certificates.
4.3. In the event of an incomplete or invalid
dossier, VSDC shall send a written notice to the FMC requesting additional
information or clarification.
Article 10. Cancellation of
ETF certificate registration
1. ETF certificates shall be canceled at VSDC when
the ETF is dissolved in accordance with Article 256 of Decree No.
155/2020/ND-CP dated December 31, 2020, on the elaboration of a number of
articles of the Law on Securities, and Article 47 of Circular No.
98/2020/TT-BTC dated November 16, 2020, of the Ministry of Finance on guidelines
for the operation and management of securities investment funds.
2. Dossier requirements for ETF certificate
cancellation:
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a) Application for ETF certificate registration
cancellation (Form 27/ETF), accompanied by the method of asset distribution to
investors;
b) Delisting decision and notice of ETF certificate
delisting issued by the Stock Exchange.
2.2. The dossier for ETF certificate cancellation must
be submitted to VSDC no later than 10 business days before the record date for
determining the list of ETF certificate holders eligible for asset distribution
due to fund dissolution.
3. Within 1 business day from the date of receipt
of a valid dossier, VSDC shall issue a Notice of the final registration date
and prepare a List of ETF certificate holders eligible for asset distribution
due to fund dissolution. The procedures for notification and preparation of the
list of unit holders shall be carried out in accordance with the Regulations on
the Exercise of Rights for Securities Holders issued by VSDC. In the event of
an incomplete or invalid dossier, VSDC shall send a written notice to the FMC
requesting additional information or clarification.
4. Within 3 business days from the record date for
determining the list of ETF certificate holders eligible for asset distribution
due to fund dissolution, VSDC shall send the FMC a Principle Approval for ETF
certificate Registration Cancellation (Form 28/ETF), along with the List of ETF
certificate Holders Eligible for Asset Distribution (Form 29/ETF) according to
the fund's dissolution plan.
5. Within 3 business days from the date of receipt
of the documents and records sent by VSDC as specified in Clause 3 of this
Article, the FMC shall send a written confirmation of acceptance or
non-acceptance of the List of ETF certificate holders eligible for asset
distribution according to the fund's dissolution plan (Form 30/ETF). In the
event of non-acceptance, the FMC shall send a written notice to VSDC stating
the reasons for the non-acceptance and shall coordinate with VSDC to reconcile
and agree on the asset distribution for investors.
6. Within 2 business days from the date of receipt
of the FMC's confirmation of the fund's asset distribution plan and other
documents specified in Clause 1, Article 11 of this Regulation, VSDC shall
issue a Notice of ETF certificate Registration Cancellation (Form 31/ETF),
concurrently transferring the component securities back to the ETF certificate
holders (in the case of asset distribution in the form of component
securities).
Article 11. Transfer of
component securities back to ETF certificate holders in the event of
registration cancellation
1. VSDC shall transfer the component securities and
related rights from the ETF's securities depository account to the investors'
accounts, based on the asset distribution plan approved by the investors'
general meeting of the fund, the written confirmation from the custodian bank
on the balance of component securities held by the ETF at the time of the FMC's
request for ETF certificate registration cancellation, and the written approval
from the FMC regarding the fund's asset distribution plan for investors.
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Chapter IV
CREATION/REDEMPTION OF
ETF CERTIFICATES
Article 12. Principles for
executing ETF certificate creation/redemption transactions at VSDC
1. The execution of creation/redemption
transactions (primary market transactions) shall be carried out in accordance
with Article 43 of Circular No. 98/2020/TT-BTC dated November 16, 2020, of the
Ministry of Finance, providing guidelines for the operation and management of
securities investment funds.
2. No later than 3 business days before the first
creation/redemption trading day of the ETF, the FMC shall send a written notice
to VSDC regarding the trading frequency and specific creation/redemption
trading days (Form 32A/ETF). In the event of changes in the trading frequency
or trading days, the FMC must send a notice of the changes to VSDC no later
than 3 business days before the effective date of the changes (Form 32B/ETF).
3. In cases where VSDC is not the transfer agent:
a) The FMC shall send a digitally signed
Registration for Participation in Creation/Redemption Transactions for the
first-time investor via email to VSDC.
b) The FMC is responsible for notifying VSDC of the
information regarding the component securities/ETF certificates in the
investors' depository accounts used for creation/redemption transactions, so
that VSDC can verify the component securities portfolio or the number of ETF
certificates to ensure the settlement of the creation/redemption transaction.
The creation/redemption order dossier submitted by the FMC to VSDC must include
a Balance Confirmation (Form 33/ETF) from the depository member, confirming
that the investor has sufficient component securities/ETF certificates and that
these assets are frozen during the transaction period. APs shall submit the
creation/redemption order dossiers to the FMC in accordance with the FMC's
instructions.
c) VSDC shall correct transaction errors in cases
of mistakes made by the AP during order placement, data aggregation, order
receipt, transfer, or entry of investor orders into the system, including:
incorrect account numbers, duplicate orders, reversal of buy/sell orders, and
incorrect quantities of ETF certificates. The AP shall submit the error
correction request to the FMC in accordance with the FMC's instructions.
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a) The AP must register its participation in
creation/redemption transactions for itself and its investors in the ETF system
for the first transaction by sending an email with a digitally signed
application (Form 33A/ETF) to VSDC.
b) If the FMC changes the AP or the custodian bank
for the ETF, the FMC must notify VSDC in writing of the change within 3
business days from the date of the change.
5. VSDC shall only settle creation/redemption
transactions when the investor or ETF has sufficient ETF certificates and
component securities in their respective trading securities accounts, as
specified in the Component securities Portfolio Notification provided by the
FMC.
6. The ETF system records the net asset value (NAV)
per ETF certificate in decimal form, with up to 5 decimal places.
7. The effective date of the adjustment to the
registered number of ETF certificates due to creation/redemption transactions
shall also be the effective date of the transfer of ownership of component
securities from the ETF to the investor, or vice versa.
8. The ETF system accepts creation/redemption
orders from :30 to 14:45 on creation/redemption trading days. In the case where
the creation/redemption trading day is the first business day following a
public holiday or weekend, the ETF system shall accept creation/redemption
orders from 13:30 to 14:45 on the trading day.
Article 13. Procedures for
executing creation/redemption transactions at VSDC when VSDC is not the
transfer agent for the ETF
1. On the creation/redemption trading day (T):
a) No later than 30 minutes before the start of the
trading session, the FMC must send an email to VSDC with the following
documents: Notification of the component securities portfolio for the
creation/redemption of one ETF lot, the net asset value (NAV) per ETF
certificate, and the plan for handling the difference between the NAV per ETF
certificate and the value of the component securities portfolio (Form 34/ETF)
(signed PDF or Excel file with enterprise digital signature); CSV file
containing the component securities portfolio (Form 13A/ETF); CSV file
containing the component securities in the creation/redemption portfolio that
will be substituted by cash (Form 13B/ETF).
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c) The FMC must send a written request for
cancellation/modification of investor transactions (Form 36) (if applicable).
2. Handling of Discrepancies
a) If the discrepancy between the value of the
creation/redemption basket and the NAV per ETF lot is to be settled in ETF
certificates, the FMC shall send VSDC the List of investors placing redemption
orders to be refunded in ETF certificates (Form 37/ETF), along with the
previously submitted List of investors placing creation/redemption orders (Form
35/ETF).
b) In cases where the settlement plan involves
paying the difference between the value of the ETF component securities basket
and the net asset value (NAV) of one ETF certificate in cash, the collection of
additional payments from investors placing ETF creation orders and the refund
to investors placing ETF redemption orders shall be carried out in accordance
with the regulations of the FMC.
3. On the settlement day (T+1)
3.1. No later than 10:00 a.m., the FMC shall send
VSDC the information on the component securities/ETF certificates used for the
creation/redemption transaction (Form 38/ETF).
3.2. No later than 2:30 p.m., based on the List of
investors placing orders and the information on component securities/ETF
certificates used for the creation/redemption transaction provided by the FMC,
VSDC shall verify the component securities/ETF certificates of investors and
send the FMC the following lists:
a) List of investors with sufficient component
securities/ETF certificates for creation/redemption transactions (Form
38A/ETF);
b) Notice on the additional creation and redemption
of ETF certificates to individual investors (Form 39/ETF);
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d) Notice of investors conducting
creation/redemption transactions with excess component securities to be
retained (Form 41/ETF) (if applicable).
3.3. No later than 2:45 p.m., the FMC shall send
VSDC:
a) Confirmation of the number of ETF certificates
to be created and redeemed (Form 42/ETF);
b) Confirmation of the number of component
securities to be transferred from the ETF to investors and vice versa (Form
43/ETF).
3.4. No later than 3:00 p.m., VSDC shall:
a) Settle the creation/redemption
transaction, transferring ownership of the component securities from the ETF's
depository account to the investors' depository accounts, and vice versa, as
requested by the FMC;
b) Record the increase or decrease in ETF
certificates created or redeemed and send MT544/MT546 business messages to the
relevant depository members for accounting the increase/decrease in ETF
certificates/component securities.
3.5. No later than 4:30 p.m., VSDC shall:
a) Send a Notice of adjustment to the registered
number of ETF certificates to the FMC, the Stock Exchange, and related
depository members (Form 44/ETF), clearly stating the number of ETF
certificates created, additionally registered, redeemed, canceled, and the
number of ETF certificates outstanding.
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c) Send a Confirmation of the transfer of ownership
of component securities from the ETF's depository account to the investors'
accounts and vice versa, as confirmed by the FMC, to the relevant depository
members (Form 46/ETF).
Article 14. Procedures for
executing creation/redemption transactions at VSDC when VSDC is the transfer
agent for the ETF
1. On the creation/redemption trading day (T):
1.1. No later than 30 minutes before the start of
the trading session, the FMC shall send the following documents to VSDC via
email:
a) Notification of the Component securities
portfolio for creation/redemption with enterprise digital signature (Form
34/ETF);
b) Two (2) CSV data files, including:
- Notification of the component securities
portfolio for creation/redemption (Form 13A/ETF);
- Notification of Component securities to be
substituted by cash in the creation/redemption portfolio (Form 13B/ETF).
1.2. At the start of the trading session, the ETF
system shall send MT502 and MT509 business messages to the APs to notify the
start of order acceptance.
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a) For investors with securities depository
accounts at APs: the AP shall send creation/redemption order placement,
amendment (MT502 and MT998), and cancellation (MT592) messages to investors.
b) For investors without securities depository
accounts at APs: the AP shall send the List of investors placing orders (Form
47/ETF), order amendments, and cancellations with enterprise digital signatures
(Form 48/ETF) via email to VSDC before 2:45 p.m., for VSDC to enter the transactions
into the ETF system before 3:30 p.m.
c) In cases where the component securities are
substituted by cash, the AP (AP) must notify VSDC via email of the investor's
SID, as well as the security codes to be substituted by cash, before placing
orders for the investor, so that VSDC can configure the system accordingly.
d) If the difference between the value of the
component securities creation/redemption basket and the net asset value (NAV)
of one ETF lot is to be settled in ETF certificates, the FMC shall send VSDC
the List of investors placing redemption orders to be refunded in ETF
certificates (Form 37/ETF), along with the previously submitted List of
investors placing creation/redemption orders (Form 35/ETF).
1.4. At the end of
the trading session, the ETF system shall send MT509 business messages to the
APs, notifying them of the end of order acceptance.
1.5. After trading hours and no later than 3:30
p.m., VSDC shall send the Preliminary trading results report to the FMC and the
custodian bank via email.
2. On the settlement day (T+1):
2.1. No later than 2:30 p.m., the custodian bank
shall send VSDC the List of investors who paid the cash difference or
substituted cash for component securities (Form 17/ETF) with enterprise digital
signatures via email.
2.2. No later than 3:00 p.m., VSDC shall verify the
component securities, ETF certificates, and cash, and proceed with settlement
of the creation/redemption transactions:
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- Verify and match the cash difference and cash
substitutions for component securities paid by the investor, based on the
information provided by the custodian bank, against the investor's required
contribution.
- If the investor has paid the full cash difference
or cash substitutions for component securities, VSDC shall verify the quantity
of component securities in the investor's trading securities account and
transfer the ownership of the component securities from the investor's
depository account to the ETF's depository account (if sufficient component
securities are available). At the same time, VSDC shall credit the newly
created ETF certificates to the investor's depository account. If the investor
has not paid the full amount, VSDC shall not proceed with the settlement of the
creation transaction for the investor.
b) For investors redeeming ETF certificates, VSDC
shall:
- Verify the number of ETF certificates in the
investor's trading securities account and the quantity of component securities
in the ETF's depository account.
- If there are sufficient ETF certificates and
component securities, VSDC shall transfer the ownership of the component
securities from the ETF's depository account to the investor's depository
account, while simultaneously debiting the redeemed ETF certificates from the
investor's depository account.
- If the component securities exceed the foreign
ownership limit, VSDC shall retain the excess component securities in the ETF's
depository account.
c) The ETF system shall send MT544 and MT546
business messages to the relevant depository members to account for the
increase and decrease in ETF certificates and component securities.
2.4. No later than 4:30 p.m., VSDC shall:
a) Send the following enterprise digitally signed
documents to the FMC and the custodian bank via email:
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- Notice on the additional creation and redemption
of ETF certificates to individual investors (Form 39/ETF);
- Notice of the number of component securities to
be transferred from the ETF to investors and vice versa (Form 40/ETF);
- Notice of investors conducting
creation/redemption transactions with excess component securities to be
retained (Form 41/ETF) (if applicable).
- Information about ETF certificates outstanding.
b) Send a Notice of adjustment to the registered
number of ETF certificates at VSDC due to creation/redemption transactions to
the FMC, the Stock Exchange, and relevant members (Form 44/ETF).
Article 15. Cases of exceeding
foreign ownership limits for component securities
1. In cases where an ETF accepts ETF certificate
lots from investors and returns the component securities to investors,
resulting in the foreign ownership ratio exceeding the maximum limit allowed by
law (calculated as of the date of transfer of component securities to the
investor), or resulting in an investor holding 25% or more of the outstanding
shares of an organization, or an investor holding shares issued by themselves,
the handling of such cases shall be carried out in accordance with Clause 6,
Article 43 of Circular No. 98/2020/TT-BTC.
2. VSDC shall
notify foreign investors through the AP (AP) that the foreign investor must
sell the excess component securities in accordance with the principle that the
foreign investor who placed the latest ETF certificate redemption order must
sell first, until the foreign ownership ratio is in compliance with the
regulations (Form 48A/ETF).
Chapter V
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Article 16. Procedures for
depository, clearing, and rights exercise for ETF certificates
1. The procedures for depository, adjustment of
registered investor information, ETF certificate transfer, collateralization,
release of collateral, freezing, and withdrawal of ETF certificates shall be
carried out in accordance with the procedures for registered securities as
specified in the Regulations on securities depository operations issued by
VSDC.
2. The procedures for matching, transaction
confirmation, post-trade error correction, cancellation of settlement,
settlement support mechanisms, and ensuring sufficient ETF
certificates/component securities for selling transactions on the Stock
Exchanges (secondary market) shall be carried out in accordance with the
procedures for listed securities as specified in the Regulations on clearing
and settlement of securities transactions issued by VSDC.
3. The procedures for exercising the rights of ETF
certificate holders shall be carried out in accordance with the procedures for
registered securities as specified in the Regulations on rights exercise for
securities holders issued by VSDC.
Chapter VI
IMPLEMENTATION
Article 17. Implementation
1. Service agreements between VSDC and FMCs signed
prior to the effective date of this Regulation that contain provisions amended
by this Regulation shall be governed by the provisions of this Regulation. All
other provisions in the service agreements between VSDC and FMCs that are not
amended or changed by this Regulation shall remain in full force and effect.
2. In cases where the legal documents, regulations,
or rules referenced in this Regulation are amended, supplemented, or replaced
by new legal documents, regulations, or rules, the new documents shall apply.
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4. During the implementation of this Regulation,
any difficulties or issues encountered should be reported to VSDC for guidance
and resolution.
5. Any amendments or supplements to this Regulation
shall be decided by VSDC after obtaining the approval of the SSC.
SUMMARY
TABLE OF AMENDMENTS TO THE REGULATION ON CREATION/REDEMPTION, REGISTRATION,
DEPOSITORY, CLEARING, AND RIGHTS EXERCISE FOR ETF CERTIFICATES
No.
Article
Current
regulation
Proposed
amendment/supplement
Reasons
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Clause 13, Article 2 and from Clause 3, Article 6
onwards
Not specified
Add business message (MT...) for transactions
between APs and VSDC
To meet business requirements when using the KRX
2
Article 2 - Definitions
Clause 9: Trading day for ETF certificates (T
day) is the day on which the FMC, on behalf of the fund, creates and redeems
ETF certificates or ETF certificate lots from APs or investors according to
the fund's trading mechanism.
Amend Clause 9 to: Creation/redemption trading
day (T day) is the day on which the FMC, on behalf of the fund, receives buy
and sell orders for ETF certificate lots from APs and investors according to
the fund's trading mechanism.
To address the shortcomings of the current
regulation It is necessary to revise the definition from "trading day
for ETF certificates" to "creation/redemption trading day" to
clarify that this is the day when investors place buy/sell orders, not the
day they receive ETF certificates or component securities in their accounts
(this is a characteristic of ETF certificate creation/redemption transactions
and aligns with the definitions in the VSDC service agreements and ETF
creation/redemption regulations).
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Clause 10. Settlement date is the date on which
the buying member or selling member receives securities or cash according to
the clearing and settlement process for listed/traded securities on stock
exchanges.
Amend Clause 10 to: Settlement date for
creation/redemption transactions (T+1) is the date on which VSDC transfers
the ownership of component securities and accounts for the increase or
decrease in ETF certificates according to the results of creation/redemption
transactions between the investment fund and the AP (AP) or investor.
To address the shortcomings of the current
regulation The term "Settlement date" should be removed as it is
defined in the Regulation on Clearing and Settlement of Securities
Transactions at VSDC. Instead, a new definition for "Settlement date for
creation/redemption transactions" should be added to clearly specify the
timing when VSDC transfers ownership of component securities and accounts for
the increase/decrease in ETF certificates/component securities in the
accounts of investors/ETFs (a key feature of primary market ETF certificate
transactions).
4
Clause 16 Not specified
Add definition for online communication portal
To meet business requirements when using the KRX
5
Clause 17-21 Not specified
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Because these are not referenced in other
regulations
6
Clause 22 Not specified
Valid dossier means a set of documents that are
complete and properly prepared in accordance with the laws and this
Regulation.
To make the regulations more stringent, based on
the comments from the Fund Management Department - SSC: It is recommended to
standardize the term "Valid dossier" as defined in the amended Law
on Securities
7
Article 5 - General provisions for submission and
receipt of documents between VSDC and FMCs
Clause 1: FMCs is responsible before the law for
the accuracy, truthfulness, completeness, and validity of the documents sent
to VSDC.
Clause 1: Organizations and individuals
participating in the verification of dossiers and documents are responsible
before the law within the scope related to those dossiers and documents. Dossiers
and documents submitted to VSDC must contain clear, accurate, and complete
information to avoid misunderstanding and include all essential contents
related to the business operations requested by FMCs and APs for VSDC to
process.
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8
Not specified
Clause 2: VSDC shall assess the validity of
dossiers and documents based on the dossiers and documents provided and shall
not be responsible for violations by FMCs or related organizations before or
after the submission of dossiers and documents to VSDC.
To align with other VSDC regulations, clearly
defining the scope and responsibilities of VSDC and other parties
9
Not specified
Clause 3: During the processing of dossiers
and documents, if the dossiers and documents contain content that needs
verification, clarification, or requires guidance from the regulatory
authority before proceeding, the time VSDC spends verifying, clarifying the
dossiers and documents, or requesting guidance from the regulatory authority
shall not be counted towards the dossier/document processing time specified
in this Regulation. VSDC shall be responsible for notifying the submitting organizations
or individuals to coordinate in the resolution of such matters.
To align with other VSDC regulations, clearly
defining the scope and responsibilities of VSDC and other parties
10
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Clause 2. Dossiers, documents, and records
specified in this Regulation are submitted directly, by mail, or through the
electronic communication portal of VSDC.
Clause 4: Dossiers and documents sent to VSDC may
be submitted directly, by mail, through the electronic communication portal,
online communication portal of VSDC, or as enterprise digitally signed
documents sent to the email [email protected] from the registered email with
VSDC.
To add more methods for submitting dossiers,
aligning with the actual practices and reducing the processing time for FMCs
and investors
11
Procedures for freezing component securities for
capital contribution in cases where VSDC acts as the transfer agent for the
ETF
Not specified in the Regulation, currently
defined in Appendix 1 of the service agreement between VSDC and FMCs
Article 6. Procedures for freezing component
securities when VSDC acts as the transfer agent for the ETF
This situation occurs frequently, so it is more
appropriate to incorporate these procedures directly into the Regulation, as
Circular 98 also specifies the process for freezing securities.
12
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Clause 2:
“ ............ Registration for ETF certificates
.........."
Amend to
“.......... Notice of registration of ETF
certificates ….”
To align with the terminology used in the
Regulation on share registration approved by the SSC in November 2024.
13
Article 10. Adjustment of ETF certificate
registration certificate
Adjustment of the ETF certificate registration
certificate
Adjustment of registered ETF certificate information
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14
Article 12. Principles for executing ETF
certificate creation/redemption transactions at VSDC
Not specified
3. In cases where VSDC is not the transfer agent:
a) The FMC shall submit a digitally signed
participation registration letter for investors to VSDC via email when
conducting creation/redemption transactions for the first time.
To strengthen regulatory control.
15
Procedures for executing creation/redemption
transactions at VSDC in cases where VSDC is the transfer agent for the ETF
Not specified in the Regulation, currently
defined in Appendix 2 of the service agreement between VSDC and FMCs
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This situation occurs frequently, so it is more
appropriate to incorporate these procedures directly into the Regulation.
16
Settlement time for transferring ownership of
component securities and adjusting investor accounts is changed from no later
than 4:00 p.m. to no later than 3:00 p.m. The time for custodian banks to
confirm funds is changed from no later than 3:00 p.m. to no later than 2:30
p.m.
To reflect the actual earlier settlement times
that have been implemented.
16
Article 15. Cases of exceeding ownership limits
for component securities
1. VSDC shall notify the FMC of the List of
investors with component securities returned but held in excess of ownership
limits (Form 38/ETF) if the ETF receives ETF certificate lots from investors
and returns component securities to investors, resulting in the following
situations:
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b. Ownership of component securities by APs or
investors equals or exceeds 25% of the total outstanding shares of an issuing
organization, including shares previously held in the accounts of APs or
investors, without prior completion of a public tender offer as required by
law.
c. APs or investors own shares issued by
themselves (treasury shares) without completing the necessary regulatory
procedures.
d. APs or investors hold restricted securities as
defined by law or as specified in the creation/redemption basket announced by
the FMC.
2. The cutoff time for VSDC to verify the
quantity of component securities returned to investors to calculate excess
ownership is 4:00 p.m. on the first business day following the
creation/redemption transaction date.
3. Handling of component securities retained in
cases (a), (b), (c) above shall be conducted by the FMC in accordance with
the provisions of Clause 6, Article 43 of Circular 98/2020/TT-BTC and the ETF
charter or prospectus, if the charter does not provide specific guidance.
Handling of component securities retained in case (d) shall be conducted by
the investor in accordance with Clause 6, Article 43 of Circular
98/2020/TT-BTC.
1. Handling cases where ETFs accept ETF
certificate lots from investors and return component securities, resulting in
excess ownership limits as defined by law (calculated as of the date of
transfer of component securities to investors) or resulting in an investor
owning 25% or more of the outstanding shares of an organization, or owning shares
issued by themselves, shall be conducted in accordance with Clause 6, Article
43 of Circular 98/2020/TT-BTC.
To streamline the provisions and ensure
consistency with Circular 98/2020/TT-BTC while aligning with the KRX system.
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Add Clause 2:
2. VSDC shall notify foreign investors holding
component securities in excess of the foreign ownership limit as specified in
Point c, Clause 6, Article 43 of Circular 98/2020/TT-BTC. The principle is
that foreign investors who placed their ETF certificate redemption orders
last shall be required to sell first until the excess foreign ownership is
eliminated.
To clarify the handling of cases where foreign
ownership limits are breached, which is not explicitly covered in Article 15
of the current Regulation. Specifically, in certain cases,
at the time of settling creation/redemption
transactions, neither the foreign investor nor the related parties may be
aware that the component securities received exceed the foreign ownership
limit ("room"). This is often only identified at the end of the day
when the stock exchanges send trading results to VSDC and the VSDC system
calculates the total securities holdings of foreign investors across the
market. This is considered a "passive" breach of the foreign ownership
limit. In this case, foreign investors holding component securities in excess
of the foreign ownership limit (room) must sell the excess component
securities on the following day in accordance with Point c, Clause 6, Article
43 of Circular No. 98. However, there may be multiple foreign investors
receiving component securities exceeding the limit, with the total amount
exceeding the allowable room. As a result, some investors will be required to
sell, while others may not. The principle that the investor placing the order
later must sell first until the excess component securities is cleared will
enable VSDC to identify and send a notification to the authorized participant
(AP), who will then notify the relevant investors to proceed.
Chapter V: Articles 17-21
Articles 17 to 21 cover the Deposit of ETF
certificates, ETF custody, clearing and settlement of ETF transactions,
ensuring payment for ETF transactions on the secondary market, and rights
exercise.
Combine these into Article 16.
These activities are already covered in separate
VSDC regulations, so there is no need to restate them here, only to reference
the relevant regulations.
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Chapter VI. Implementation
1. During the implementation of this Regulation, any
difficulties or issues encountered should be reported to VSDC for guidance
and resolution.
2. Any amendments or supplements to this
Regulation shall be decided by the VSDC Board of Members after obtaining
approval from the SSC.
Add Clause 1,2,3:
Clause 1. This Regulation shall take effect
from the date the information technology system for the "Design,
Solution, Supply, Installation, and Transfer of Information Technology System
- Ho Chi Minh City Stock Exchange" project is officially operational.
To meet business requirements when using the KRX
19
Clause 2. In the event that the legal
documents, regulations, or provisions referenced in this Regulation are
amended, supplemented, or replaced by new legal documents, regulations, or
provisions, the new documents, regulations, or provisions shall prevail.
To meet business requirements when using the KRX
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In cases where FMCs, custodian banks, or APs
are unable to send or receive electronic documents, or are unable to send or
receive documents via the email [email protected] as specified in this Regulation
due to technical issues or other force majeure circumstances, the submission
and receipt of documents shall be handled through alternative methods as
proposed by FMCs, custodian banks, or APs and processed by VSDC within its
operational capabilities.
4. During the implementation of this
Regulation, any difficulties or issues encountered should be reported to VSDC
for guidance and resolution.
5. Any amendments or supplements to this Regulation
shall be decided by VSDC after obtaining the approval of the SSC.