Fund vehicle glossary: 45+ terms in English and Chinese

A Singapore corporate fund vehicle registered with ACRA under the Variable Capital Companies Act 2018 and launched with MAS on 15 January 2020. ACRA describes it as a structure "mainly for investment funds, not businesses". A VCC is a separate legal entity, can issue and redeem shares without shareholder approval, can pay distributions out of capital, and must appoint a fund manager regulated by MAS. It may be a standalone fund or an umbrella with sub-funds.

A VCC that holds two or more sub-funds, as opposed to a non-umbrella VCC with a single pool of assets and liabilities (ACRA). The umbrella is one legal entity; its sub-funds are segregated by statute but are not separate legal persons. For Singapore income tax, IRAS recognises an umbrella VCC as a single entity, and a certificate of residence is issued in the umbrella's name.

A segregated pool of assets and liabilities within an umbrella fund, usually with its own investment policy, share classes and investors. In a Singapore VCC, the assets of one sub-fund cannot be used to discharge the liabilities of another, and each sub-fund is wound up separately (Ministry of Finance, 2018). Equivalent concepts include the Cayman segregated portfolio and the Luxembourg compartment.

A Cayman Islands company formed under Part XIV of the Companies Act that can create segregated portfolios with ring-fenced assets and liabilities. According to Conyers guidance (November 2025), an SPC is a single legal entity, its portfolios are not separate legal entities, its name must include "Segregated Portfolio Company" or "SPC", and there is no statutory limit on the number of portfolios. The Cayman General Registry charges CI$1,200 to CI$3,068 to register an exempted SPC (fee schedule effective 1 January 2025).

A ring-fenced pool of assets and liabilities within a Cayman SPC. Creditors of one portfolio generally have recourse only to that portfolio's assets and to the SPC's general assets where the law permits, not to other portfolios. A segregated portfolio does not constitute a legal entity separate from the SPC (Conyers guidance), so contracts are entered into by the SPC for the account of the portfolio.

A Cayman Islands company whose business is conducted mainly outside the Cayman Islands, and the most common corporate form for Cayman investment funds. Registry fees for an exempted company range from CI$700 to CI$2,568 depending on authorised capital (Cayman General Registry, schedule effective 1 January 2025). An exempted company may also serve as the general partner of a Cayman ELP.

A Cayman Islands partnership formed under the Exempted Limited Partnership Act (Revised), widely used for closed-end private funds. According to Ogier guidance (June 2026), an ELP has no separate legal personality, must have at least one qualifying general partner, and limited partners are not liable for the ELP's debts save in limited, specified circumstances. Registration costs CI$1,000, with annual fees of CI$1,400 (regulated) or CI$2,200 (not regulated) (Cayman General Registry, effective 1 January 2025).

An investment company with variable capital, used in Luxembourg and other European jurisdictions. Its share capital equals its net assets, so shares can be issued and redeemed without formal capital changes. A Luxembourg SICAV may be a UCITS under Part I or an alternative fund under Part II of the law of 17 December 2010, a specialised investment fund, or a RAIF, and may be structured as an umbrella with compartments.

A Luxembourg investment company with fixed capital (société d'investissement à capital fixe). Unlike a SICAV, changes to its share capital follow ordinary company-law procedures, which suits closed-end strategies. It can be used under the same Luxembourg product regimes as a SICAV. The SICAF is less common than the SICAV in cross-border fund distribution.

A Luxembourg contractual fund without legal personality: an undivided co-ownership of assets managed on behalf of investors by a management company. Investors hold units rather than shares, and the fund is governed by management regulations rather than articles of incorporation. The FCP is functionally comparable to a unit trust, and its tax treatment can differ from that of a corporate SICAV.

A Luxembourg fund regime for well-informed investors established by the law of 13 February 2007. Unlike a RAIF, a SIF is supervised by the CSSF as a product. The CSSF counted 1,015 SIFs as at 31 July 2026 (September 2026). A SIF may take corporate, contractual or partnership form, and may have compartments.

A Luxembourg fund introduced by a law of 23 July 2016 that is not supervised by the CSSF as a product but must appoint an authorised AIFM and cannot be internally managed (CMS guidance, July 2024). It is reserved for well-informed investors, must reach net assets of at least EUR 1,250,000 within 24 months, and may have an unlimited number of ring-fenced sub-funds. RAIFs are not included in CSSF statistics.

A Luxembourg special limited partnership without legal personality, widely used for private equity, real estate and other closed-end funds. Its terms are largely set by the partnership agreement. An SCSp can operate as an unregulated vehicle or within a product regime such as the RAIF or SIF. Bill No 8814, submitted on 30 July 2026, proposes compartments for SCS and SCSp outside product laws (Dechert, August 2026).

An Irish corporate fund vehicle created under the ICAV Act 2015, with registration by the Central Bank of Ireland introduced in March 2015. Registration is separate from authorisation: AIF-type ICAVs are authorised under the ICAV Act and UCITS ICAVs under the European Communities (UCITS) Regulations 2011. The Act provides for segregated liability between sub-funds, and directors may elect to dispense with the annual general meeting.

An Irish alternative investment fund authorised by the Central Bank of Ireland and offered only to qualifying investors who meet eligibility criteria set by the Central Bank. A QIAIF can be structured as an ICAV, investment company, unit trust, common contractual fund or investment limited partnership. Investment and borrowing limits are generally lighter than for retail funds. Check current eligibility and authorisation rules with the Central Bank.

A Hong Kong "investment fund established in corporate form with limited liability and variable share capital" (SFC), introduced on 30 July 2018. Every OFC, public or private, is registered by the SFC; public OFCs also need SFC authorisation. An OFC needs at least two natural-person directors, one independent, a Type 9 investment manager and a custodian holding all scheme property. Private OFC registration costs HK$5,000 (single) or HK$10,000 (umbrella) plus HK$1,250 per sub-fund (SFC).

A Hong Kong fund in partnership form registered with the Companies Registry under the Limited Partnership Fund Ordinance (Cap. 637), in operation since 31 August 2020. An LPF has no legal personality, needs one general partner with unlimited liability and at least one limited partner, and must appoint an investment manager and a responsible person. Fees are HK$2,555 for registration plus HK$479 lodgement, and certificates are normally issued within four working days (Companies Registry).

A partnership registered under Singapore's Limited Partnerships Act, with at least one general partner and one limited partner and no separate legal personality. It is sometimes used for closed-end private funds as an alternative to a VCC. According to MAS Circular FDD Cir 05/2026, the section 13OA tax incentive scheme covers Singapore-registered limited partnerships from 1 January 2025, subject to approval and conditions.

Undertakings for Collective Investment in Transferable Securities: EU-harmonised funds governed by Directive 2009/65/EC and its amendments. A UCITS authorised in one member state can be marketed to retail investors in other member states under a passport, subject to notification. UCITS rules set limits on eligible assets, diversification, leverage and liquidity. Luxembourg Part I funds and Irish UCITS ICAVs are examples.

Under the EU's Alternative Investment Fund Managers Directive, a collective investment undertaking that raises capital from a number of investors to invest under a defined investment policy and that is not a UCITS. Hedge funds, private equity, real estate and private credit funds are typically AIFs. EU rules focus on the AIF's manager rather than the AIF itself.

A structure in which one or more feeder funds invest substantially all their assets into a master fund that holds the portfolio. Feeders are often set up in different domiciles or legal forms to suit different investor groups, for example one feeder for tax-exempt investors and another for taxable investors. CIMA's statistics list master funds separately: 3,206 registered master funds in Q3 2026.

The jurisdiction whose law creates the fund vehicle and governs its constitution, segregation, registration and winding up. Domicile is separate from the manager's location, the place of administration and the investors' residence, although some domiciles link them, for example through the requirement that a VCC appoint a MAS-regulated manager. Choosing a domicile is the subject of this site.

The capacity of an entity to own assets, enter contracts, sue and be sued in its own name. Corporate vehicles such as the VCC, SPC, SICAV, ICAV and OFC have legal personality; their sub-funds generally do not. Partnerships such as the Cayman ELP, Luxembourg SCSp and Hong Kong LPF have no separate legal personality, so the general partner acts for the partnership.

A statutory rule that the liabilities of one sub-fund are met only from that sub-fund's assets. The ICAV Act 2015 (section 35) states that sub-fund liabilities "shall be discharged solely out of the assets of that sub-fund". Similar rules apply to VCC sub-funds, SPC portfolios, Luxembourg compartments and OFC sub-funds. Recognition by foreign courts is not automatic and needs legal review.

The Luxembourg term for a sub-fund within an umbrella. Under Article 181 of the Law of 17 December 2010, each compartment corresponds to a distinct part of the fund's assets and liabilities, investors' and creditors' rights are limited to that compartment unless the fund documents provide otherwise, and each compartment may be liquidated separately (CSSF consolidated text). Luxembourg's tax authority issues residence certificates for the fund entity and, on request, its compartments, but not compartment by compartment (Administration des contributions directes, May 2025).

The general practice of isolating assets and liabilities so that losses or claims in one pool do not reach another. In fund structures, ring-fencing is achieved by statute (segregated sub-funds), by separate entities, and by contract, through limited-recourse and non-petition clauses with counterparties. Effective ring-fencing usually combines all three, together with separate bank and custody accounts.

A capital structure in which share capital equals the fund's net asset value and changes as investors subscribe and redeem, without the formal capital-reduction procedures of ordinary companies. The VCC, SICAV, ICAV and OFC all use variable capital. It allows a corporate fund to be open-ended, and a VCC may also pay distributions out of capital (ACRA).

The partner with management authority and, in most regimes, unlimited liability for partnership debts. In fund partnerships, the general partner is usually a special-purpose company affiliated with the sponsor, and it typically appoints an investment manager. A Hong Kong LPF needs one general partner with unlimited liability (Companies Registry).

An investor in a limited partnership whose liability is generally limited to its committed capital, provided it does not take part in management beyond permitted activities. In a Cayman ELP, limited partners are not liable for the partnership's debts save in limited, specified circumstances (Ogier guidance, paraphrased). Fund documents usually list "safe harbour" activities that do not count as management.

The general partner that every Cayman ELP must have. According to Ogier guidance (June 2026), it is typically a Cayman exempted company, or a foreign company or foreign limited partnership registered in the Cayman Islands. The qualifying general partner acts for the ELP, because the ELP has no separate legal personality.

An open-ended fund lets investors subscribe and redeem periodically at net asset value; a closed-end fund raises commitments during an offering period and returns capital as investments are realised. The VCC can be used for both (MAS and ACRA, 2020). Liquidity profile often shapes the choice between a corporate vehicle and a partnership.

The list of a company's shareholders. For a Singapore VCC, "VCCs do not need to share their member lists with the public", although public authorities can ask to see it (ACRA). Separately, a VCC's eligible financial institution maintains a register of beneficial owners under MAS Notice VCC-N01. Privacy rules for registers differ by domicile.

Singapore's central bank and integrated financial regulator. For VCCs, MAS regulates the fund manager each VCC must appoint, sets anti-money-laundering requirements under Notice VCC-N01, authorises schemes offered to the public, and administers fund tax incentive schemes under sections 13O, 13OA and 13U. Registration of a VCC with ACRA is not a MAS endorsement of the fund.

Singapore's registrar of businesses and companies, which registers VCCs and sub-funds and administers corporate filings under the Variable Capital Companies Act 2018. ACRA charges S$8,015 to register a VCC and S$400 per sub-fund, and states that registrations take 14 to 60 days to approve (ACRA Step 5a page, updated 19 October 2026). It also processes inward re-domiciliation applications.

The Cayman Islands' financial regulator, responsible for registering and supervising mutual funds under the Mutual Funds Act and private funds under the Private Funds Act. CIMA reported 13,187 mutual funds and 18,360 private funds in Q3 2026; it does not publish separate counts of SPCs or ELPs. CIMA fees apply in addition to General Registry fees.

Luxembourg's financial supervisor for funds, managers and other financial sector entities. The CSSF supervises UCITS, Part II funds, SIFs and SICARs, and authorises investment fund managers. It reported 2,824 supervised UCIs with net assets of EUR 6,686.57 billion as at 31 July 2026 (September 2026). RAIFs are not supervised by the CSSF as products.

Ireland's central bank and financial regulator. For funds it acts in two separate capacities: as registrar of ICAVs, with a stated ten-business-day review of complete registration applications, and as the authority that authorises UCITS and AIFs and supervises their management companies. Registration and authorisation follow different processes.

Hong Kong's securities regulator and the primary regulator of OFCs. It registers all OFCs, authorises public OFCs and public funds, and licenses asset managers for Type 9 regulated activity. The SFC states that private OFC applications take less than one month and public OFCs generally one to three months. It also runs the OFC grant scheme.

The legal person responsible for managing an AIF under the EU's AIFM Directive, covering portfolio and risk management. An authorised AIFM must meet capital, organisational, delegation, depositary and reporting requirements. A Luxembourg RAIF must appoint an authorised AIFM, and many Asia-based managers use a third-party AIFM to access EU structures.

The Alternative Investment Fund Managers Directive (2011/61/EU) regulates managers of non-UCITS funds in the EU. AIFMD II, Directive (EU) 2024/927, amends AIFMD and the UCITS Directive, with themes including delegation, liquidity management tools and loan-originating funds; member states were required to transpose it by 16 April 2026. Confirm the current national position with EU counsel.

The right of an authorised EU manager to market a fund across EU member states on the basis of its home-state authorisation, following a notification procedure. Under AIFMD, EU AIFMs can market EU AIFs to professional investors across the EU; UCITS have their own passport for retail distribution. Non-EU structures generally rely on each country's private placement rules.

Asset management, one of the regulated activities under Hong Kong's Securities and Futures Ordinance. A Hong Kong OFC's investment manager must be licensed or registered by the SFC for Type 9 (SFC). Holding a Type 9 licence is a condition for managing an OFC, not an assessment of investment performance.

The category of MAS-regulated fund manager that a Singapore VCC may appoint. MAS and ACRA state that a VCC "must appoint a fund manager that is regulated by MAS" (2020). Eligible managers include licensed fund management companies and certain other financial institutions exempt from licensing; check the Variable Capital Companies Act and MAS guidance for the current list.

The institution that holds a fund's assets in safekeeping and, in many regimes, oversees certain operations. In Hong Kong, all scheme property of an OFC must be entrusted to a custodian (SFC). EU UCITS and AIFs managed by authorised AIFMs must appoint a depositary with safekeeping and oversight duties. Requirements for VCCs depend on the type of scheme.

The person a Hong Kong LPF must appoint to carry out anti-money-laundering measures under Schedule 2 of the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615). It must be an authorized institution, a licensed corporation, an accounting professional or a legal professional (Companies Registry). The role is similar in function to the Singapore VCC's eligible financial institution.

The financial institution a Singapore VCC must appoint under MAS Notice VCC-N01 to carry out anti-money-laundering checks, including customer due diligence and maintaining a register of beneficial owners. The Notice was last revised on 30 June 2025, with effect from 1 July 2025 (MAS). The VCC remains responsible for compliance.

The investor category to which Luxembourg SIFs and RAIFs are reserved. According to CMS guidance (July 2024), it includes institutional and professional investors and other investors who confirm in writing that they are well informed and either invest at least EUR 100,000 or have an assessment from a qualified institution. The category is narrower than the general public.

A Singapore investor category defined in the Securities and Futures Act by reference to wealth or income thresholds for individuals and asset thresholds for corporations. Offers to accredited and institutional investors may rely on prospectus exemptions, which is relevant to how private VCCs are distributed. Thresholds and opt-in rules are set by statute and MAS; check the current text.

A treaty between two jurisdictions allocating taxing rights and reducing double taxation, for example through lower withholding taxes. Official counts differ by basis: Ireland has signed comprehensive agreements with 78 countries, 75 in effect (Revenue, February 2026); Singapore has agreements with around 100 jurisdictions (IRAS). Whether a fund qualifies depends on the vehicle and the treaty partner's rules.

An official certificate confirming tax residence, used to claim treaty benefits. IRAS states that a VCC can apply for a COR, but sub-funds cannot be issued their own; the certificate is issued in the umbrella's name for up to five sub-funds per application, and residence depends on control and management in Singapore (e-Tax Guide, 22 April 2026).

An annual Luxembourg tax on a fund's net assets, calculated on the last day of each quarter. According to PwC's Worldwide Tax Summaries (reviewed 31 July 2026), the general rate is 0.05% a year and institutional and money market funds pay 0.01%, with certain exemptions. According to CMS guidance, a RAIF under the default regime pays 0.01%.

Hong Kong's profits tax exemption for funds, in operation since 1 April 2019, under which "all funds, regardless of their structure, their central management and control location, their size or the purpose that they serve" may be exempt subject to conditions (IRD, DIPN No. 61). It covers the fund, not the manager's own profits.

Singapore fund tax incentive schemes administered by MAS. Section 13O covers approved funds that are companies incorporated and resident in Singapore, including VCCs; section 13OA covers Singapore limited partnerships from 1 January 2025; section 13U covers other approved structures. Awards require application and conditions, and the Government will review the schemes before they expire on 31 December 2029 (MAS FDD Cir 05/2026).

A commitment by the Cayman Islands Government that future direct taxes will not apply to an entity for a stated period. According to Ogier guidance (June 2026), an ELP may apply for an undertaking for a period not exceeding 50 years. Undertakings are also available to exempted companies; confirm the current terms with Cayman counsel.

A tax regime for the share of fund profits paid to the sponsor or its staff as a performance return. According to PwC's Worldwide Tax Summaries (reviewed 22 July 2026), Hong Kong applies a 0% rate to eligible carried interest received or accrued on or after 1 April 2020, subject to conditions. Treatment elsewhere depends on local law.

The principle that a fund vehicle should not add a layer of tax on top of tax at the level of the investments and the investors. Domiciles pursue it in different ways: no direct taxes (Cayman, according to PwC), fund exemptions or incentives subject to conditions (Hong Kong, Singapore), or net-asset-based taxes in place of profit taxes (Luxembourg). It does not mean investors pay no tax.

Moving a fund's legal domicile while preserving the same legal entity, where both jurisdictions allow it. Singapore accepts overseas funds with a similar corporate structure as VCCs (ACRA Step 1 page, January 2026), for S$9,000 plus S$400 per sub-fund (ACRA re-domiciliation page, October 2026); Hong Kong's OFC re-domiciliation regime has operated since 1 November 2021; Ireland's ICAV Act provides for continuation of foreign bodies corporate.

Two distinct regulatory acts. Registration enters a vehicle on an official register, for example a VCC with ACRA or a private OFC with the SFC. Authorisation is a regulator's approval of a fund for a particular type of offering, for example a public OFC by the SFC or a UCITS ICAV by the Central Bank of Ireland. Neither is an endorsement of investment merit.

The statement filed with the Cayman General Registrar to register an exempted limited partnership under section 9(1) of the Exempted Limited Partnership Act. The registration fee is CI$1,000 (Cayman General Registry, effective 1 January 2025). According to Ogier, registration takes approximately five business days, with a one-business-day express option.

The service provider that calculates net asset value, maintains shareholder or partner records, processes subscriptions and redemptions, and often supports investor due diligence and reporting. Administrators are appointed by the fund or manager and may be located outside the domicile. Their role is distinct from that of the custodian, the auditor and the manager.

A firm that handles incorporation filings, registered address and company secretarial services. ACRA states that foreign individuals without Singpass must appoint a corporate service provider to register a VCC. A CSP's role is administrative and does not replace legal, tax or fund management advice.