The VCC operating model: what the manager, administrator, custodian, auditor and board each do

The VCC operating model is the division of daily work and sign-off between the fund manager, the board, the administrator, the custodian, the auditor and the eligible financial institution (EFI). Some of these appointments are required by the VCC framework, some by MAS's expectations of licensed fund managers, and some by the conditions of a tax award. This page does not redefine each role (vccfund.com.sg/service-providers does that); it shows who does what in a working fund, where handovers happen, and where gaps tend to appear.

Required by law and required in practice

A Venture Capital Fund Manager follows the ongoing requirements in Appendix 4 of SFA 04-G05 rather than the general paragraph 4 list, and must tell investors which requirements it is exempt from. Whatever the regime, a VCC fund still needs someone to keep books, hold assets and produce investor statements, so the practical service map is similar.

A responsibility map (RACI)

The table below is an illustrative allocation, not a legal requirement; actual roles depend on the contracts. R = responsible for doing the work, A = accountable for sign-off, C = consulted, I = informed.

Two points follow from MAS's guidelines. First, the person who decides investments should not be the only person who values them: where valuation stays in-house, the function must be segregated from investment management. Second, the annual audit is a periodic check on valuation, but "taken on its own, the annual audit will not fulfil the requirement for independent valuation" (SFA 04-G05 para 4.1.2). Details are on Valuation and NAV.

Daily and periodic handovers

Most operating errors happen at handovers rather than inside one firm. A written operating memorandum usually fixes the following sequence for each valuation point:

1. Trade capture: the manager sends executed trades to the administrator and custodian by an agreed cut-off.
2. Reconciliation: the administrator reconciles positions and cash with the custodian and prime broker statements; breaks are escalated to the manager.
3. Pricing: the administrator applies the pricing policy; prices the manager supplies for hard-to-value assets are reviewed under the valuation policy.
4. Accruals and fees: management and performance fees and sub-fund expenses are accrued under the documented allocation policy.
5. NAV review and release: the administrator produces the NAV; the manager reviews; the NAV is released to investors as the documents specify.
6. Dealing: subscriptions and redemptions, or capital calls and distributions, are processed at that NAV after KYC is cleared by the EFI.

For an umbrella VCC, each sub-fund runs this cycle on its own books, because the assets of one sub-fund cannot be used to meet another's liabilities and accounts are kept separately (ACRA post-registration guide; IRAS VCC e-Tax Guide, 22 April 2026).

The board's oversight role

The board of a VCC is not a formality. ACRA requires at least one director meeting its requirements, and a VCC with authorised schemes needs at least three directors, one of them independent (ACRA, Step 2, 29 January 2026). The board approves the constitution-level policies the service providers work under, such as the valuation policy, the expense allocation policy, and the use of gating or suspension where the documents permit. It also receives reports on NAV errors, reconciliation breaks, investor complaints and AML matters. MAS's guidelines add two areas a board should see clearly: conflicts of interest, with policies "independently reviewed and approved by an appropriate level of authority" such as the board; and fund termination, where the manager should keep governance over the process, have written policies on termination costs and investor communications, and treat all investors fairly (SFA 04-G05 paras 4.1.3 and 4.1.5). For a manager running several sub-funds with overlapping strategies, MAS lists investment allocation as a conflict to document and disclose (SFA 04-G05 Appendix 5, conflict-of-interest examples, 2025 version).

Outsourcing and service-provider due diligence

SFA 04-G05 asks managers, VCFMs included, to take into account MAS's Guidelines on Outsourcing before appointing service providers such as a compliance firm or fund administrator. The current version is the Guidelines on Outsourcing (Financial Institutions other than Banks), effective 11 December 2024, which apply to licensed fund management companies and venture capital fund management companies. A practical due-diligence checklist:

• [ ] Licence or registration status of the provider in its jurisdiction, and for custodians the regulator named in investor disclosures.
• [ ] Scope of services, cut-off times and service levels in the contract.
• [ ] Where data and records are held, and how the manager, auditor and MAS can access them.
• [ ] Business continuity and exit arrangements, including how records transfer to a replacement.
• [ ] Sub-delegation by the provider and how it is controlled.
• [ ] Error and breach reporting lines and compensation terms.
• [ ] Related-party status: MAS expects services from related parties to be negotiated at arm's length and approved (SFA 04-G05 Appendix 5, conflicts).

The Singapore nexus

Several parts of the operating model also determine tax position. A VCC is a Singapore tax resident if its control and management is exercised in Singapore, and its sub-funds follow the umbrella's residence (IRAS VCC e-Tax Guide). For 13O and 13U funds, the fund administrator must be Singapore-based, investment professionals must meet the scheme's residency and salary conditions, and local business spending must be met; in a master-feeder structure the administrator condition applies only to Singapore tax-resident master and feeder funds, not to SPVs (FDD Cir 05/2026, FAQ 27). Where board meetings are held, where key decisions are minuted, and where the administrator sits should therefore be decided together, not separately. The recurring deadlines this creates are collected in the reporting calendar.

What this page does not cover: legal definitions of each service provider and the permissible fund manager (see vccfund.com.sg). To interpret this for a specific fund, you can register your enquiry through the contact options on this site.