Further Consultation on Singapore Variable Capital Company Regime

Sets out various miscellaneous regulations applicable to VCCs, including forms and statements for:

• declaration of consent to act as manager of a VCC and statement of compliance with section 46(2) of the VCC Act
• declaration of consent to act as director of a VCC and statement of non-disqualification to act as director, in accordance with section 73 of the VCC Act, and
• the statement by both the VCC, and the person to be named as a director or proposed director of VCC, as to the person’s compliance with fit and proper factors prescribed in section 53(3) of the VCC Act.

Sets out certain amendments to implement the VCC framework, including with regard to:

• operational requirements for custodians of VCCs
• provisions to be included in a VCC constitution
• provisions to be included in contractual agreements between a VCC and its directors, manager and custodian, and
• prospectus disclosure requirements.

These amendments are expected to primarily impact VCCs which will be authorised by the MAS for public offer to retail investors in Singapore. 

Sets out certain amendments to the Code, including:

• to extend certain existing responsibilities and independence requirements relating to approved trustees and managers of authorised funds, to the VCC, its directors and custodians
• requiring authorised VCCs to prepare their financial standards using RAP 7, and
• to allow authorised VCCs and authorised sub-funds of a VCC to invest in assets located in a jurisdiction that does not have a cellular structure after reasonably mitigating cross-cell contagion risk

These amendments are expected to primarily impact VCCs which will be authorised by the MAS for public offer to retail investors in Singapore. 

This sets out the proposed anti-money laundering and countering the financing of terrorism obligations (AML/CFT) to be imposed on VCCs, including:

• VCCs will be subject to AML/CFT obligations under the AML Notice, including to identify its customers, beneficial owners of its customers, connected parties to its customers, as well as natural persons appointed to act on behalf of its customers.
• VCCs are required to engage an eligible financial institution (which itself would be subject to AML/CFT obligations under the relevant MAS AML Notice) to conduct the necessary checks and perform the measures in order for the VCC to comply with the AML Notice.
• VCCs will (subject to certain exemptions) be required to maintain registers of beneficial owners and nominee directors. The registers will not be available to the public, but will be accessible to supervisory and law enforcement agencies as required under applicable laws.

Eligible financial institutions include:

• Banks in Singapore licensed under section 7 of the Banking Act (Cap.19).
• Merchant banks approved under section 28 of the Monetary Authority of Singapore Act (Cap. 186).
• Finance companies licensed under section 6 of the Finance Companies Act (Cap. 108).
• Financial advisers licensed under section 6 of the Financial Advisers Act (Cap. 110) except those which only provide advice by issuing or promulgating research analyses or research reports, whether in electronic, print or other form, concerning any investment product. 
• Holders of a capital markets services licence under section 82 of the Securities and Futures Act (Cap. 289).
• Fund management companies registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations (Rg. 10).
• Persons exempted under section 23(1)(f) of the Financial Advisers Act read with regulation 27(1)(d) of the Financial Advisers Regulations (Rg. 2) except those which only provide advice by issuing or promulgating research analyses or research reports, whether in electronic, print or other form, concerning any investment product.
• Persons exempted under section 99(1)(h) of the Securities and Futures Act read with paragraph 7(1)(b) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations.
• Approved trustees approved under section 289 of the Securities and Futures Act.
• Trust companies licensed under section 5 of the Trust Companies Act (Cap. 336).
• Direct life insurers licensed under section 8 of the Insurance Act (Cap. 142).
• Insurance brokers registered under the Insurance Act which, by virtue of such registration, are exempted under section 23(1)(c) of the Financial Advisers Act except those which only provide advice by issuing or promulgating research analyses or research reports, whether in electronic, print or other form, concerning any investment product.