Schedule “FIRST SCHEDULE

a majority; or

if the constitution of the VCC requires a greater majority for that resolution, that greater majority,of the total voting rights of all the members holding shares issued in respect of the sub‑fund who have the right to vote on that resolution.

at least 75%; or

if the constitution of the VCC requires a greater majority for that resolution, that greater majority,of the total voting rights of all the members holding shares issued in respect of the sub‑fund who have the right to vote on that resolution.

Division 2 of Part 8 of the IRDA;

Division 5 of Part 9 of the IRDA (other than section 237(1));

sections 186(3), 188(5), 209(10)(b), 210(10)(b) and 243(2)(a) of the IRDA,is a reference to —

an officer of the umbrella VCC;

the manager of the umbrella VCC; or

the custodian of the sub‑fund.

the umbrella VCC has by resolution passed, in accordance with the VCC’s constitution, by one or more members holding shares that represent —

at least 75%; or (ii)if the constitution of the VCC requires a greater majority for that resolution, that greater majority, of the total voting rights of all the members holding shares issued in respect of that sub‑fund who have the right to vote on that resolution, resolved that the sub‑fund be wound up by the Court; (b)the umbrella VCC does not commence business of the sub‑fund within a year after the date of the sub‑fund’s formation or suspends the sub‑fund’s business for a whole year; (c)none of the members of the umbrella VCC holds shares issued in respect of the sub‑fund; (d)the umbrella VCC is unable to pay the debts of the sub‑fund; (e)MAS has under section 288 of the Securities and Futures Act (Cap. 289) revoked or withdrawn the authorisation of the collective investment scheme constituted as the sub‑fund; (f)the directors have acted in the affairs of the sub‑fund in their own interests rather than in the interests of the members holding shares issued in respect of the sub‑fund as a whole, or in any other manner which appears to be unfair or unjust to other members holding shares issued in respect of the sub‑fund; (g)an inspector appointed under Part 9 has reported that he or she is of the opinion —

that the umbrella VCC cannot pay the debts of the sub‑fund and the sub‑fund should be wound up; or (ii)that it is in the interests of the public, the members holding shares in respect of the sub‑fund or the creditors of the sub‑fund that the sub‑fund should be wound up; (h)the period, if any, fixed for the duration of the sub‑fund by the constitution of the VCC expires or, where the constitution of the VCC provides that the sub‑fund is to be dissolved on the occurrence of an event, that event happens; (i)the Court is of the opinion that it is just and equitable that the sub‑fund be wound up; (j)the umbrella VCC has, for the purpose of the sub‑fund, carried on multi‑level marketing or pyramid selling in contravention of the Multi‑Level Marketing and Pyramid Selling (Prohibition) Act (Cap. 190); (k)the umbrella VCC has used the sub‑fund for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or the national interest; (l)the umbrella VCC has, for the purpose of the sub‑fund, conducted business outside the scope of its sole object in section 15; (m)the umbrella VCC has, in respect of the sub‑fund —

contravened a direction issued under section 83(1) or 84(1); or (ii)contravened section 84(3), or any regulation made under section 83(1) or 84(1); or (n)the umbrella VCC has been or is in the course of being wound up.”.

the reference to employees of a company is to employees of the umbrella VCC, and includes a person engaged by the umbrella VCC to provide any fund administration service; and

the reference to a chief executive officer is omitted.

a contributory of the sub-fund, or a director or former director (as the case may be) of the umbrella VCC; or

a director or former director of the manager of the umbrella VCC or of the custodian of the sub‑fund, as the case may be.

the holding and conducting of meetings to ascertain the wishes of creditors and contributories of the sub‑fund;

the settling of lists of contributories of the sub‑fund, the rectifying of the register of members who are holders of shares issued in respect of the sub‑fund (where required), and the collecting and applying of the assets;

the paying, delivery, conveyance, surrender or transfer of money, property, books or papers to the liquidator;

the making of calls and the adjusting of the rights of contributories of the sub‑fund; and

the fixing of a time within which debts and claims must be proved,to be exercised or performed by the liquidator as an officer of the Court and subject to the control of the Court, but the liquidator must not, except with the special leave of the Court, rectify the register of members in respect of any information of members holding shares issued in respect of the sub‑fund, and must not make any call except with the special leave of the Court or the sanction of the committee of inspection.

Where it is proposed that the whole or part of the business or property of a sub‑fund be transferred or sold to a corporation, the liquidator of the sub‑fund may, with the sanction of a special resolution of the sub‑fund conferring either a general authority on the liquidator or an authority in respect of any particular arrangement —

receive in compensation or part compensation for the transfer or sale, any shares, debentures, policies or other like interests in the corporation for distribution among the members of the sub‑fund; or (b)enter into any other arrangement under which the members of the sub‑fund may, in lieu of or in addition to receiving cash, shares, debentures, policies or other like interests in the corporation, participate in the profits of or receive any other benefit from the corporation. (2) Any transfer, sale or arrangement mentioned in subsection (1) is binding on the members of the sub‑fund. (3) If any member of the sub-fund expresses the member’s dissent to the resolution mentioned in subsection (1) in writing addressed to the liquidator and left at the registered office of the liquidator within 7 days after the passing of the resolution, the member may require the liquidator either —

to abstain from carrying the resolution into effect; or (b)to purchase the member’s interest at a price to be determined by agreement or by arbitration in the manner provided by this section. (4) If the liquidator elects to purchase the member’s interest, the purchase money must be paid before the sub‑fund is dissolved and be raised by the liquidator in the manner determined by special resolution of the sub‑fund. (5) A special resolution of the sub‑fund is not invalid for the purposes of this section by reason that it is passed before or concurrently with a resolution for voluntary winding up or for appointing liquidators, but if an order for winding up the sub‑fund by the Court is made within a year after the passing of the resolution, the resolution is not valid unless sanctioned by the Court. (6) For the purposes of an arbitration under this section, the Arbitration Act (Cap. 10) applies as if there were a submission for reference to 2 arbitrators, one to be appointed by each party, and the appointment of an arbitrator may be made under the hand of the liquidator or, if there is more than one liquidator, under the hands of any 2 or more of the liquidators. (7) The Court may give any directions necessary for the initiation and conduct of an arbitration under this section, and such direction is binding on the parties. (8) In the case of a creditors’ voluntary winding up, the powers of the liquidator under this section must not be exercised except with the approval of the Court or the committee of inspection. (9) In this section —

“member”, in relation to a sub-fund, means a holder of a share issued in respect of the sub‑fund; and (b)“special resolution”, in relation to a sub‑fund, means a resolution of the sub‑fund mentioned in paragraph 9 of the First Schedule.”.

Where a sub-fund is being wound up —

every invoice, order for goods, business letter, order form or other correspondence (whether in hard copy, electronic or any other form) issued by or on behalf of —

the umbrella VCC for the sub‑fund; (ii)the receiver or manager of the property of the sub‑fund; or (iii)the liquidator of the sub‑fund, being a document on or in which the name of the sub‑fund appears; and (b)every Internet website of the umbrella VCC or sub‑fund on which the name of the sub‑fund appears, must have the words “in liquidation” added after the name of the sub‑fund where it first appears in that document or Internet website. (2) A provisional liquidator appointed over a sub‑fund must comply with subsection (1), except that the words “in provisional liquidation” must be added after the name of the sub-fund instead of the words “in liquidation”. (3) If there is any default in complying with this section, each of the following shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 and also to a default penalty: (a)the umbrella VCC; (b)each of the following persons who knowingly and wilfully authorises or permits the default: (i)an officer of the umbrella VCC; (ii)a liquidator of the sub‑fund; (iii)a provisional liquidator of the sub‑fund; (iv)a receiver or manager of the property of the sub‑fund.”.

the person is a director of the umbrella VCC of the sub‑fund or an associate of such director;

the person is a manager of the umbrella VCC or an associate of such manager; or

the umbrella VCC is an associate of the person on account of the sub‑fund as defined in section 130A.

the unfair preference mentioned in section 225(5) or 226(1)(b) of the IRDA is given by the umbrella VCC (called A) of the sub‑fund being wound up (called A1) for the purpose of A1, to another umbrella VCC (called B) for the purpose of a sub‑fund of that other umbrella VCC (called B1);

the transaction mentioned in section 226(3) of the IRDA is entered into by A for the purpose of A1 with another umbrella VCC (called B) for the purpose of a sub‑fund of that other umbrella VCC (called B1);

the interest mentioned in section 227(4) of the IRDA is acquired by another umbrella VCC (called B) for the purpose of a sub‑fund of that other umbrella VCC (called B1), being an interest that arose from an unfair preference or transaction given or entered into by A for the purpose of A1;

the benefit from a transaction or unfair preference mentioned in section 227(4) of the IRDA is received by another umbrella VCC (called B) for the purpose of a sub‑fund of that other umbrella VCC (called B1), being a transaction or unfair preference entered into or given by A for the purpose of A1; or

the floating charge mentioned in section 229 of the IRDA is created by A for the purpose of A1, in favour of another umbrella VCC (called B) for the purpose of a sub‑fund of that other umbrella VCC (called B1),then, for the purpose of that provision of the IRDA, B is connected with —

A1; or

in the case of paragraph (c) or (d), the person with whom A entered into the transaction for the purpose of A1 or to whom A gave the unfair preference (as the case may be) for the purpose of A1,only if —

either —

B is an associate of A on account of B1, and A is an associate of B on account of A1; or

B is an associate of the manager or any director of A on account of B1; or

B is an associate of the person mentioned in sub‑paragraph (g) on account of B1,as the case may be.

A and B are in partnership in relation to both A1 and B1 or in relation to 2 or more of their sub‑funds that include A1 and B1;

the same person has control of A1 and B1;

a person has control of A1 or B1 and persons who are that person’s associates, or that person and that person’s associates, have control of the other;

a group of 2 or more persons has control of A1 and a group of 2 or more persons has control of B1, and the groups either consist of the same persons or could be regarded as consisting of the same persons by treating (in one or more cases) a member of either group as replaced by a person of whom the member is an associate;

B, either through B1 or together with a person to whom B is an associate on account of B1 (as defined in section 130A), has control of A1; or

A, either through A1 or together with a person to whom A is an associate on account of A1 (as defined in section 130A), has control of B1.

an umbrella VCC that is a beneficiary or one of the beneficiaries of a trust, or for whose benefit a power under a trust may be exercised, is an associate of a person under section 217(7) of the IRDA only if it is an associate of the person on account of the sub‑fund (within the meaning of section 130A) in relation to which it is such beneficiary, or in relation to which the power may be exercised for its benefit; and

section 130A(4) and (5) applies for the purpose of determining whether an umbrella VCC controls a corporation under section 217(8) or (9) of the IRDA.

there have not been kept such books or accounts as are necessary to exhibit and explain the transactions and financial position of the trade or business of the sub‑fund, including —

books containing entries from day to day in sufficient detail of all cash received and cash paid; and (ii)where the trade or business involved dealings in goods, statements of the annual stocktakings and of all goods sold and purchased, showing the goods and the buyers and sellers of those goods in sufficient detail to enable those goods and those buyers and sellers to be identified; or (b)such books or accounts have not been kept in such manner as to enable them to be conveniently and properly audited, whether or not the umbrella VCC has appointed an auditor.”.

a banker or solicitor of the VCC;

any person employed by the VCC as auditor, whether or not an officer of the VCC; and

any person engaged by the VCC to provide any fund administration service.