VCC

Please contact VCC@gordian-capital.com for more information

Variable Capital Company
(“VCC”)

Both investors and asset managers globally, are actively seeking and implementing alternative options to traditional offshore and onshore fund domiciliation hubs

Singapore, with the introduction of the Variable Capital Company (“VCC”) is now the Gateway to Asia for international funds with 900 on the ground licensed/regulated Managers, supported by a broad and deep ecosystem of service providers

The introduction of the VCC signals the growth of Singapore from a predominantly asset management center, to a leading onshore international fund domiciliation hub

The VCC provides a world class fund framework, allows for vertical integration with fund management activities, fund servicing and fund domiciliation, all in the same locale

International Onshore Fund domiciles

OFFSHORE FUND DOMICILES

Bahama’s, Bermuda, British Virgin Islands, Cayman Islands, Cyprus, Delaware, Dominica, Isle of Man, Jersey, Guernsey, Macau, Malta, Mauritius, Netherlands, Nevis, New Zealand, Panama, Seychelles, Switzerland, Uruguay

Asset Centers – At a Glance

Singapore Cayman Luxembourg Dublin Hong Kong
USD 2.47 trillion USD 3.6 trillion USD 5.1 trillion USD 2.8 trillion USD 3.12 trillion
1,250 10,916 3,746 7,627 755
900 7 102 122 1,477
Medium Medium Very High High Medium
Yes N/A Yes Yes Yes
87 0 81 70 40
No No Yes Yes No
Yes No No No Yes
Yes No No No Yes
Yes No Yes Yes No
No. 2 N/A No. 72 No. 24 No. 3
No. 3 N/A No. 8 No. 29 No. 46
100 68.3 97.1 89.9 90.1
97.1 76.9 95.7 88.9 85.2
99 68.3 97.1 90.9 92.3
4 22 21 31 3
World Bank* (2020)
Other data compiled from various sources (2018 – 2020)

VCC - Key Features and Benefits

Flexibility

  • - The VCC is a CIS with either a standalone fund vehicle or an umbrella fund structure, these can be open-ended or closed-end vehicles
  • - Each Sub-Fund can employ a different strategy, each with a different set of investors
  • - Flexible Capital Structure - dividends can be distributed and capital can be redeemed from a Sub Fund’s net asset value/capital (as opposed to profits under the Companies Act ) adding flexibility in the distribution and return of capital
  • - Vertical integration with fund management activities, fund servicing and fund domiciliation, all in the same locale provides flexibility and cost savings

Features

  • - Common law, corporate structure issuing shares
  • - Segregated and statutorily protected Sub-Funds – each Sub-Fund is a sperate legal entity.
  • - The VCC is a legal entity, however each Sub-Fund is not. Sub-Funds do not have a legal personality however there are legal safeguards to ensure segregation of assets and liabilities across sub-funds in an umbrella VCC. As a result, a Sub-Fund can be established and wound up independently of each other Sub-Fund
  • - Annual General Meeting (“AGM”) can be dispensed with, subject to certain conditions being met
  • - Re-domiciliation of offshore corporate vehicles which need to be collective investment schemes (i.e. funds) into a VCC is permitted
  • - Able to be listed.
  • - Access to regional passporting schemes

Managers

  • - Cost efficiencies from using common service providers across the VCC and each of its Sub-Funds
  • - For an umbrella VCC, as long as the VCC collectively across all Sub-Funds, meets the 13X or 13R requirements and the annual minimum expenditure, the tax incentives will be granted at the umbrella level and cover all Sub-Funds.
  • - Simple notification to MAS of the new Sub-Fund investment strategy as the VCC adds additional Sub-Funds
  • - Singapore based Managers are allowed to redomicile their overseas domiciled investment funds which are required to be in a VCC-type structure (e.g. a Cayman SPC) to Singapore as VCCs
  • - Non-Singapore based Managers can engage a Permissible Fund Manager such as Gordian Capital to manage the re-domiciliation process and subsequently manage the VCC on their behalf

Investors

  • - Register of members are not publicly accessible thus providing investor confidentiality
  • - Financial statements are not publicly accessible thus providing investor confidentiality
  • - Ability to perform the US “check-the box” election to be treated as a "pass-through" entity for US federal income tax purposes
  • - Investors can easily redeem shares without the capital maintenance requirements of Singapore companies
  • - Optionality to select only certain Sub-Funds within an umbrella VCC to invest in
  • - Ring fencing of assets via multiple Sub-Funds and share classes
  • - Cost efficiencies via economies of scale

Regulatory/Operational

  • - Regulated by MAS (Asia’s gold standard regulator) and ACRA.
  • - Accounting standards - Singapore FRS, IFRS, US GAAP
  • - A VCC’s assets must be managed by a fund manager which is registered or licensed by the MAS such as Gordian Capital, known as a “Permissible Fund Manager”
  • - VCC requires Singapore based Corporate Secretary, Auditor, Registered Office, Custodian (for Restricted and Authorized funds) and Manager. Singapore based Fund Administrator required 13R/13X incentives. Subject to full MAS KYC/AML requirements
  • - The minimum number of directors for a VCC targeting Accredited and institutional investors is one and the minimum number of directors for a VCC targeting retail investors (authorized funds) is three. At all times, at least one director must be a qualified representative or a director of the VCC’s fund manager and ordinarily resident in Singapore

Tax & Other benefits

  • - Access to 13R Singapore Resident Fund Scheme and the 13X Enhanced Tier Fund Scheme.
  • - Access to Singapore’s extensive double-tax treaty network (87)
  • - GST remission scheme available to VCCs
  • - Only a single income tax return is required regardless of the number of Sub-Funds
  • - No minimum capital requirements
  • - Cross Sub-fund investments permitted
  • - Not compulsory to appoint a custodian which is an approved CIS Trustee unless the VCC is an authorised (typically targeting retail investors) and recognised VCC
  • - For restricted VCCs (offered only to accredited investors), there must be a custodian unless (i) units in the scheme are exclusively or primarily non-redeemable at the election of the holders; and (ii) the scheme is to be used for the purposes of private equity or venture capital investments
  • User friendly corporate structure

    that is designed for funds,
    not companies

  • Regulated Manager

    must be Singapore
    based and MAS regulated

  • Economies of Scale

    Lower capital commitments
    per Sub-Fund,
    annual spend allocated
    across all Sub-Funds
    and low cost to add additional
    Sub-Funds

  • Optionality (for investors)
    and ring fencing via multiple
    Sub-Funds and share classes

  • Open-ended or
    closed-end vehicles

    Single Fund or
    Umbrella structures

  • Re-domiciliation

    Ability for non-Singapore-domiciled
    vehicles to re-domicile in Singapore as VCCs


Who can manage a VCC?

Permissible Fund Manager

  • Holders of a Capital Markets Services (CMS) license such as Gordian Capital;

  • Registered as a fund management company (RFMC - the junior license in Singapore); or

  • A specified exempt fund manager (bank, merchant bank, finance company or insurer licensed or approved in Singapore)

  • The VCC is regulated via the MAS regulation of the investment Manager (must be Singapore-based)

  • A Permissible Fund Manager is ideally one which does not manage their own funds to avoid conflicts of interest

  • The Permissible Fund Manager must be able to demonstrate considerable onshore substance

Please contact VCC@gordian-capital.com for more information

Our Thoughts on the VCC

“The Monetary Authority of Singapore (“MAS”), widely regarded as the gold standard of regulators in the region, has worked hard to attract in excess of 900 locally based, licensed and or registered asset management companies and a network of professional service providers to support them”

“The introduction of the VCC signals the growth of Singapore from a predominantly asset management center, to a leading onshore international fund domiciliation hub. Providing a world class fund framework, allows for vertical integration with fund management activities, fund servicing and fund domiciliation, all in the same locale”

“The introduction of the VCC will provide asset managers such as Gordian Capital with more options for fund structuring and the flexibility to provide onshore products utilising Singapore’s robust regulatory framework, stable government, rule of law, deep service provider network, skilled workforce and ease of doing business”

“There are 900 licensed/regulated asset managers with physical operations and staff both located in and operating from Singapore providing real substance. Other fund hubs, by comparison, typically domicile thousands of funds but only have a relatively small number of managers onshore with a physical presence”

“Although competition amongst offshore and onshore centers will heat up, the outcome is not a binary one. The VCC is designed to complement existing structures and a Cayman Limited Partnership or a Luxembourg RAIF feeding into a VCC for investments into Asian private assets, for example, is one structure we could envisage with such outcomes always being driven by the needs of investors”

“Over time the VCC will position itself as the pooling vehicle of choice for both Asian investors and Asian assets”

“The limitations of existing Singapore domestic fund structures, have impeded growth in the (onshore) Singapore-domiciled fund industry; the introduction of the VCC aims to address those issues by combining the best of the two i.e. corporate tax treatment and the optionality and segregation benefits of a unit trust”

“Importantly, the VCC will allow investment funds domiciled abroad which are structured similarly to VCCS to be re-domiciled in Singapore with re-domiciliation being conducted through a simple registration process and allowing a foreign investment fund to retain its corporate history and identity”

“The end result is that managers and investors worldwide will be provided an additional robust, logical and future-proofed fund structure and domicile option to consider”

“Singapore is expected to become Asia’s dominant international fund domicile hub”

Our VCC Credentials

We work closely with our legal, tax, fund administration, corporate secretary and audit partners to provide a one stop solution, offering the full complement of services required to both launch and operate a VCC

  • Gordian Capital is the largest and most experienced Permissible Fund Manager (ManCo) in Singapore, both focused on and dedicated to providing a platform on behalf of both local and international managers seeking to establish and operate a fund in Singapore

  • Holder of a Capital Markets Services license for fund management for accredited & institutional investors issued by the Monetary Authority of Singapore ("MAS"). Registered with the United States Securities and Exchange Commission (“SEC”) as an Investment Adviser

  • Launched and operated over 100 funds since 2005

  • Currently managing in excess of USD3.5bn across a number of fund structures

  • Member of the MAS VCC pilot program launching the first wave of VCCs in Singapore

  • Examples of some of the many current clients using our fund structuring services include both global and regional Private Equity, Venture Capital and Real Estate General Partners, asset managers active in both Public and Private Markets, listed and unlisted corporates, institutional investors, Family Offices, pension funds, Private Banks, UHNWI advisors, Sovereign Wealth Funds and Development Finance Institutions

  • We cater for liquid (long only, equity long short, global macro, CTA, ABS) and illiquid (Private Equity Venture Capital, Real Estate and Private Credit) strategies all of which can be used in a VCC

Please contact VCC@gordian-capital.com for more information

Fund Structuring Expertise

Structures that we have established and operated include


  • Unit trusts
  • Corporate vehicles
  • Limited partnerships
  • Flow-through vehicles
  • Managed accounts
  • Parallel structures
  • Master Feeder structures (Cayman – Singapore)
  • Master Feeder structures (US – Singapore)
  • Master Feeder structures (EU domicile – Singapore)
  • Advisory Structures
  • Multi-currency funds

For the VCC we can structure and operate


Core structures

  • Closed-End stand-alone VCC’s
  • Open-Ended stand-alone VCC’s
  • Closed-End umbrella VCC’s
  • Open-Ended umbrella VCC’s

Others

  • Double decker VCC
  • Master – Feeder structures
  • Parallel structures
  • Pass thru structure
  • VCC’s for Family Offices
  • Private Wealth Solutions

Closed-End vehicles - Private Equity and Private Equity Real Estate

  • Cayman LP feeding into VCC
  • Singapore LP feeding into VCC
  • Delaware LP feeding into VCC
  • Jersey LP feeding into VCC
  • Luxembourg feeder into VCC
  • Dublin feeder into VCC

Please contact VCC@gordian-capital.com for more information

Gordian Capital - supporting the VCC

Photos - MAS officers and representatives from the Singapore asset management industry (including Gordian Capital)

participating in industry events and engagement sessions in New York, USA – June 2019

Supporting the VCC via

  • Participation in industry events in Singapore

  • Regular dialogue with the MAS

  • New York and other international VCC roadshows with the MAS

  • Industry roundtables

  • Media interviews, articles and opinion pieces

  • Gordian Capital newsletters on the VCC and other trends in Singapore

  • MAS Pilot program participant – VCC pioneer

MAS, MOF & ACRA – VCC Quotes

Ms Indranee Rajah

Minister in the Prime Minister's Office, Second Minister for Finance and Education

“Introducing the VCC will increase the value proposition for fund managers to domicile their investment funds in Singapore and complements our existing efforts to anchor fund management and other related activities here. It will also create new business opportunities for lawyers, accountants, tax advisors, fund administrators and custodians in Singapore.”

September 3, 2019

Ravi Menon

Managing Director MAS

“Singapore is a leading asset management hub for institutional investors and fund managers to access pan-Asian opportunities. The VCC structure will allow asset managers to achieve greater synergies through co-locating their management and domiciliation activities.”

June 5, 2018

Mr Benny Chey

Assistant Managing Director (Development and International), MAS

“The VCC marks a significant chapter in the development of Singapore as a full-service international fund management and domiciliation hub. The VCC framework provides fund managers with a greater choice of investment fund vehicles in Singapore that caters to the needs of global investment funds and investors. Fund managers will also be able to extract cost savings from centralising their fund management and domiciliation activities in Singapore and structuring their funds more efficiently. The VCC framework also creates new opportunities for Singapore-based fund service providers such as legal and tax advisors, accountants, fund administrators and fund custodians, as we expect more fund managers to use the VCC to structure their investment funds.”

January 15, 2020

Mr Andy Sim

Assistant Chief Executive (Legal Services & Compliance), ACRA

“The fund managers’ response for VCC applications in the VCC Pilot Programme is heartening. The diverse spread of fund managers and the use of VCC across different fund strategies demonstrate the use of VCC as a viable investment fund structure.”

January 15, 2020

VCC Notes & Press Releases

ACRA & SAL - VCC Notes & Forms

Please contact VCC@gordian-capital.com for more information