VCC fund launch glossary: 45 terms in English and Chinese

A Singapore corporate entity formed under the Variable Capital Companies Act 2018 and registered with ACRA, designed to be used as a collective investment scheme. ACRA lists its distinguishing features: it can issue and redeem shares without shareholder approval, pay dividends out of capital as well as profits, and keep its register of members out of public view. It must appoint a permissible fund manager, at least one director, a company secretary and an auditor. MAS and ACRA launched the framework on 15 January 2020.

A VCC with two or more sub-funds, each holding a separate portfolio with its own investors, terms and accounts. A VCC without sub-funds is called a standalone or non-umbrella VCC. The umbrella is a single legal entity: IRAS treats it as one entity filing one set of income tax returns, and MAS treats it as one entity for a 13O or 13U award. Managers use umbrellas to add strategies or vintages without forming a new company each time.

A ring-fenced compartment of an umbrella VCC with its own assets, liabilities, investors and financial statements. Each sub-fund is registered with ACRA within seven days after it is formed, at S$400 per sub-fund (ACRA). Sub-funds can share the VCC's board and service providers but can have different strategies, currencies, dealing terms and fee structures. For stamp duty, IRAS treats each sub-fund of an umbrella VCC as a separate person.

The statutory ring-fencing in an umbrella VCC under which the assets of one sub-fund cannot be used to discharge the liabilities of another (ACRA, Steps 1 and 6). It requires separate books and separate presentation of each sub-fund in the financial statements. Segregation is a legal protection, not a guarantee against loss: the effectiveness of ring-fencing over assets held in other jurisdictions may depend on local law, which counsel should confirm.

The VCC's constitutional document, setting out share classes, rights, dealing and redemption mechanics, and the basis for allocating assets and expenses between sub-funds. ACRA states that the constitution is not public, although the government can ask for it. In fund practice the constitution works alongside the information memorandum, subscription agreement and management agreement; inconsistencies between them are a common source of investor queries.

A fund in which investors can subscribe and redeem on regular dealing days at a price based on NAV, so the share capital changes continuously. Hedge funds and liquid strategies are usually open-ended. The VCC's ability to issue and redeem shares without shareholder approval supports this design. MAS expects liquidity terms, including gating, side-pocketing, lock-ups and suspension of redemptions, to be disclosed to investors at launch.

A fund in which investors commit capital for a fixed term and cannot redeem at their own discretion; capital is drawn as investments are made and returned as they are realised. Private equity, venture capital, real estate and private credit funds commonly use this form. A VCFM may only manage funds that are not continuously open for subscription and not redeemable at investors' discretion (MAS SFA 04-G05, Appendix 4).

The transfer of an existing foreign fund company's registration to Singapore so that it continues as a VCC without being dissolved. ACRA accepts only overseas funds with a similar corporate structure whose home jurisdiction allows the transfer. The fee is S$9,000 plus S$400 per sub-fund, and proof of deregistration abroad is due within 60 days of approval. Existing obligations, liabilities, properties and rights remain unchanged (ACRA, Step 5b, 12 October 2026).

An arrangement in which investors pool money that is managed as a whole by a manager, without day-to-day control by investors, as defined in the Securities and Futures Act. A VCC and each of its sub-funds are used as collective investment schemes. Offers of CIS units in Singapore must be authorised (if constituted in Singapore) or recognised (if constituted abroad) by MAS, unless an exemption such as the restricted-scheme route applies.

The fund manager every VCC must appoint. ACRA lists a fund management company holding a capital markets services licence for fund management and financial institutions exempt from licensing under SFA s99(1)(a) to (d), such as banks (ACRA, Step 2, 29 January 2026). MAS repealed the registered fund management company regime on 1 August 2024. ACRA requires the manager's details and a signed declaration at registration.

A company holding a capital markets services licence from MAS to conduct fund management. MAS currently describes three categories: retail LFMC, accredited/institutional LFMC and venture capital fund manager (MAS, Fund managers, 19 March 2026). MAS says it expects to take up to six months to review a complete application. LFMCs other than VCFMs must meet ongoing requirements such as independent custody, independent valuation and minimum disclosure to investors.

A licensed fund management company that serves only accredited and institutional investors. Under MAS SFA 04-G05 (last revised 3 September 2025), it needs a CEO with five years' relevant experience, at least two directors, at least two relevant professionals and at least two full-time representatives in Singapore, and base capital of S$250,000 in most cases. MAS does not count experience of investing one's own or family money as relevant experience.

A fund manager holding a CMS licence for fund management under MAS's lighter regime for venture capital, exempt from specified requirements but still subject to fit-and-proper, conduct and AML/CFT rules. Each fund may put no more than 20% of committed capital into non-qualifying investments, must otherwise invest in unlisted ventures incorporated for no more than ten years, must be closed-end and may be offered only to accredited and institutional investors (SFA 04-G05, Appendix 4). It needs a Singapore-resident CEO and two resident professionals.

The service provider that maintains the fund's books, calculates NAV, processes subscriptions, redemptions and capital calls, keeps the shareholder register and prepares investor and financial reports. Appointing one is not required by the VCC Act, but MAS lists use of a Singapore-based fund administrator as a condition of the 13O and 13U schemes (FDD Cir 05/2026). MAS names a fund administrator as one way to meet its independent valuation expectation.

The institution that holds the fund's assets in safekeeping, separate from the manager. MAS expects assets managed by a fund management company to be subject to independent custody, naming prime brokers, depositories and banks suitably licensed, registered or authorised in their jurisdictions (SFA 04-G05, para 4.1.1). For digital assets, MAS expects customers' assets to be segregated and the bulk kept in cold wallets.

A bank or broker-dealer that provides a hedge fund with custody, securities lending, margin financing, clearing and trade settlement under one relationship. MAS lists prime brokers among acceptable independent custodians. Because a prime broker may re-use or rehypothecate assets under its agreement, MAS expects managers to disclose to investors the counterparties, brokers and prime brokers they use, and the associated risks.

The public accountant who audits the VCC's annual financial statements, including each sub-fund's accounts. ACRA requires an auditor to be appointed within three months of registration, and the audit exemptions available to small companies under the Companies Act do not apply to VCCs. MAS states that the annual audit serves as a periodic check on valuation but, on its own, does not meet the independent valuation requirement.

The financial institution a VCC must engage under MAS Notice VCC-N01 to carry out customer due diligence on its investors. Eligible classes are listed in the Notice's Appendix 2 and include Singapore-licensed banks, CMS licence holders, approved trustees and licensed trust companies. The fund manager or administrator may act as EFI if it falls within a listed class. The EFI's procedures determine when subscription monies can be accepted.

An individual appointed as a representative of the fund manager for regulated activities. ACRA requires at least one VCC director to be a director or qualified representative of the VCC's fund manager, and at least one director to be ordinarily resident in Singapore; one person can satisfy both. This link keeps the board connected to the manager that runs the portfolio.

An investor category under SFA s4A. An individual qualifies with net personal assets exceeding S$2 million (primary residence counted up to S$1 million), net financial assets exceeding S$1 million, or income of at least S$300,000 in the preceding 12 months, and must opt in to be treated as one (regime effective 8 January 2019). Funds offered only to accredited and institutional investors carry lighter disclosure requirements.

An investor category under the Securities and Futures Act covering entities such as banks, insurers, licensed fund managers, approved trustees, governments and statutory bodies, and certain pension and collective investment schemes. Offers made only to institutional investors are exempt from the prospectus requirement. VCFM funds and A/I LFMCs may serve institutional investors alongside accredited investors. The exact list is set out in the Act and its regulations.

A collective investment scheme offered only to relevant persons under SFA s305(5) or to investors subscribing at least S$200,000 per transaction, which is exempt from authorisation or recognition and from the prospectus requirement. It must be notified to MAS through CISNet before the offer and entered on MAS's list of restricted schemes, be accompanied by an information memorandum, and lodge an annual declaration every 12 months (MAS, 5 October 2026).

The offering document for a restricted scheme, also called a private placement memorandum. MAS requires the offer to be made in or accompanied by an information memorandum containing salient information about the scheme. In practice it covers strategy, risks, fees, liquidity terms, valuation policy, service providers and conflicts, mirroring the minimum disclosures MAS expects licensed managers to provide at launch under SFA 04-G05 para 4.1.4.

MAS's online portal for collective investment schemes, through which a restricted scheme is notified to MAS before the offer and through which its annual declarations are lodged under Notice SFA 13-N02. Entry on MAS's list of restricted schemes follows a complete notification. The listing is a notification record and not an assessment of the fund's merits, so it should not be described as approval.

The amount an investor contractually agrees to contribute to a closed-end fund over its investment period, drawn down in instalments as needed. Commitments underpin capital calls, management fees charged on committed capital and the committed capital concession under 13U, which requires commitments to be legally enforceable with recourse against defaulting investors (MAS FDD Cir 05/2026, Annex 7).

A notice from a closed-end fund requiring investors to pay a portion of their undrawn commitment within a set period, usually to fund an investment, fees or expenses. The fund documents set the notice period, the use of proceeds and the consequences of default, which can include interest, suspension of rights or forced sale of the defaulting investor's interest. The administrator tracks drawn and undrawn amounts per investor.

The first date on which a closed-end fund accepts investor commitments and begins operating, typically once a minimum fund size is reached. Later investors join at subsequent closes, often paying an equalisation amount so that all investors bear costs and share returns on the same basis. Before first close, the VCC or sub-fund should be registered, the restricted-scheme notification made, bank accounts opened and investor KYC completed.

A register a VCC must keep under MAS Notice VCC-N01 recording each beneficial owner's name, identification number, residential address, date of birth, nationality and the date they became a beneficial owner. It may be kept at the registered office of the VCC, its fund manager or its EFI, and must be made available to authorities on request. It is separate from the register of members, which ACRA says need not be public.

A financial institution with reporting obligations under the Common Reporting Standard. A VCC that is a Reporting SGFI registers with IRAS by 31 March and files annual returns, or nil returns, by 31 May (IRAS CRS page, 9 September 2026). Investor self-certifications collected at onboarding support this reporting. FATCA obligations run in parallel under a separate framework.

The value of a fund's or sub-fund's assets minus its liabilities, often expressed per share or per class. In an open-ended sub-fund NAV sets subscription and redemption prices; in a closed-end fund it drives capital account statements and reporting. NAV is the base for many fees, so its calculation method, frequency and timing should be set out in the valuation policy and offering documents.

MAS's expectation that assets managed by a licensed fund management company are valued independently of the portfolio managers. It can be met by a third-party provider such as a fund administrator or custodian, or by an in-house valuation function segregated from investment management. MAS states that the annual audit, taken on its own, will not fulfil this requirement (SFA 04-G05, para 4.1.2, last revised 3 September 2025).

A day on which an open-ended fund issues and redeems shares at the NAV calculated for that day. The offering documents set the dealing frequency (for example daily, weekly or monthly), the notice period and cut-off time for orders, and the settlement period. These are commercial terms chosen to match the liquidity of the underlying assets rather than regulatory requirements.

A liquidity tool that limits the proportion of a fund's NAV that can be redeemed on a single dealing day, with the excess carried forward. A lock-up is a related tool that bars redemptions for an initial period after subscription. MAS expects gating, side-pocketing, lock-up and suspension terms, including any penalties, to be disclosed to investors at launch and updated on material change (SFA 04-G05, para 4.1.4).

A separate account or share class into which a fund places illiquid or hard-to-value assets. MAS's guidelines describe the practice of placing such assets in a side-pocket account, from which investors who redeem from the main fund do not receive proceeds until the assets are realised. The terms on which side pockets may be created must be disclosed to investors.

Assets without observable market prices, such as unlisted shares, private loans, real estate and some digital assets, which are valued using models and unobservable inputs. MAS expects the valuation methodology and procedures for hard-to-value or illiquid assets to be disclosed to investors (SFA 04-G05, para 4.1.4). Fair-value measurement follows the accounting framework the VCC adopts, and the auditor tests it at year end.

The periodic fee paid to the fund manager for running the portfolio, calculated on a stated base: NAV in most open-ended funds, and committed or invested capital in many closed-end funds. A 13U fund using the committed capital concession must charge part of the manager's payments on committed capital, undrawn amounts included (MAS FDD Cir 05/2026). This site does not quote market rates; terms are set in the fund documents.

A fee paid to the manager as a share of a fund's gains over a period, common in open-ended hedge funds. It is usually calculated per share class or investor, subject to a high-water mark and sometimes a hurdle. MAS expects fee terms to be disclosed to investors at launch. The tax treatment of performance fees depends on facts and should be confirmed with Singapore tax advisers.

The highest NAV per share on which a performance fee has previously been paid. A performance fee is charged only on gains above this level, so investors do not pay twice for recovering earlier losses. Variants include resetting provisions and series accounting or equalisation to treat investors who subscribe at different times fairly. The method is set in the offering documents and applied by the administrator.

The manager's or GP's share of a closed-end fund's profits, paid after investors have received their capital and any preferred return under the distribution waterfall. It is usually held through a separate carry vehicle by the investment team. Its Singapore tax treatment depends on who receives it and how it is characterised; this site gives no tax conclusion and recommends Singapore and home-country tax advice.

The order in which a closed-end fund distributes proceeds: typically return of contributed capital, then a preferred return or hurdle rate to investors, then a catch-up to the manager, then a split of remaining profits. A whole-of-fund (European) waterfall pays carry only after all contributed capital is returned; a deal-by-deal (American) waterfall pays per investment, usually with a clawback. Terms are contractual.

The list of asset classes in MAS's fund tax schemes whose income may be exempt under sections 13O and 13U. It includes stocks, futures, foreign exchange, derivatives, loans (including secondary loans and credit facilities) and immovable property outside Singapore, but excludes Singapore immovable property, unlisted companies trading or holding it, and related loans (MAS FDD Cir 05/2026, Annex 3, effective 1 August 2026).

A 13U rule under which a real estate, infrastructure, private equity (including fund of funds), debt or credit fund operating on committed capital is treated as meeting the minimum AUM condition at application if its secured commitments reach the required fund size. Commitments must be legally enforceable, part of the manager's payments must be charged on committed capital, and the fund makes an annual declaration to MAS (FDD Cir 05/2026, Annex 7).

An investor-concentration condition for funds under sections 13D, 13O and 13OA, not 13U. With fewer than ten investors, a Singapore-resident non-individual investor may own no more than 30% of the fund; with ten or more, no more than 50%. An investor over the limit pays a financial penalty computed as holding percentage × fund income × corporate tax rate, with a grace period of up to three months in some cases (MAS FDD Cir 05/2026).

The minimum annual spending in Singapore required of a fund under the 13O and 13U schemes. For non-family-office funds it is S$200,000 where AUM in designated investments is below S$250 million, S$300,000 from S$250 million to below S$2 billion, and S$500,000 at S$2 billion or more. For an umbrella fund it is aggregated across sub-funds. Before YA 2028, 13O/OA funds instead meet a S$200,000 total business spending condition (MAS FDD Cir 05/2026, 31 July 2026, para 3.4).

A fund whose shares or units are issued or recorded as digital tokens on a distributed ledger. MAS states that offers of tokenised CIS units are subject to the same regime under Part 13 of the SFA as conventional units, and that holding investors' tokens or running a trading venue may be regulated activities (Guide on the Tokenisation of Capital Markets Products, 14 November 2025). Tokenised interests in designated investments remain DI if they confer the same rights as direct ownership.