LibreCapital USD Money Market A1 (LUMA) STEP Application

Applicant information

Name: Libre SAF VCC - USD I Money Market A1 (LUMA)

Address (Headquarters): 151 Chin Swee Road, #07-12, Manhattan House,

City, State, Postal Code: Singapore 169876

Country: Singapore


Primary contact Name: Dr. Avtar Sehra

Title: Co-Founder and CEO

Country: UAE

Email, Telegram, Forum, & other methods of contact:

Key Information

Expected Yield: Targeting returns in line with Secured Overnight Funding Rate to maximise current income consistent with the preservation of principal and liquidity currently at 5.34% (as of 30/04/2024)

Expected Maturity: Open-ended fund without a specific maturity date, currently the underlying fund holds assets with a weighted average maturity of 46 days (as of 30/04/2024)

Underlying asset: Money market fund with a portfolio of high quality short- term “money market” instruments. The portfolio invests primarily in first-tier securities, which include commercial paper, certificates of deposit, floating rate notes, time deposits and fully collateralised repurchase agreements.

Minimum/Maximum transaction size:

  • Minimum Initial Investment: $50,000

  • Minimum Subsequent Investment: $10,000

  • No Maximum

Current AUM for product: Disclosed privately

Current AUM for issuer: $20M+

Basics and background

1. How will this investment improve Arbitrum’s RWA ecosystem?

  • Yield and liquidity on-chain: Libre brings yield generating money market products such as the Blackrock’s money market fund, on-chain, which can be accessed natively for users on Arbitrum (Accredited Investors) , including the Arbitrum foundation
  • Diversification options across term and risk/return for Arbitrum ecosystem users:
    1. Libre will make additional short-dated yield products from regulated issuers available in the coming months
    2. Libre is also bringing other alternatives products such as hedge funds and private credit funds to the Arbitrum ecosystem through our partnerships with leading managers like Brevan Howard and Hamilton Lane
  • Further RWA ecosystem building for institutional DeFi: Libre’s Money Market product, and other tokenized fund units are programmable, permissioned ERC-20 tokens that can be used to build additional services and dApps such as collateralised lending, secondary market fund trading, and SMA portfolios. The Libre team, coupled with its investors have the unfair advantage of balancing traditional, institutional experience coupled with a strong standing in the Crypto native community, particularly via Libre’s strategic relationships with Brevan Howard Digital and Laser Digital. Libre and other providers will be launching these services on the Arbitrum ecosystem

2. Identify key management personnel and individual experience. Also include third parties utilized for managing assets and their qualifications.

Avtar Singh Sehra, CEO: Avtar Sehra is the founder and CEO of Libre Capital. Avtar’s previous work included founding Nivaura, a pioneer in tokenised financial instruments and money driving digitisation debt capital markets. Avtar drove the company growth and funding rounds in excess of USD20 million, and executed product launches across Europe and Asia.
Avtar has a PhD in Theoretical Particle Physics and research experience in quantitative computational engineering. Avtar has also held regulated positions as a director, CEO, CRO/MLRO for MiFID and CASS firms under the FCA regulatory regime.

Shrey Rastogi, Venture Lead (WebN Group): Experience across digital assets, fintech and asset management and consulting at McKinsey focused on capital markets. CFA Charterholder and holds an MBA from London Business School.

Sean Burby, Venture Lead (WebN Group): Experience across macro trading and blockchain investing at leading hedge funds including Brevan Howard. BSc (Hons) Economics from the University of Surrey

Frederick Butterfield Pickering (Director of Libre SAF VCC): Heads venture capital and impact investing at Vulpes, in addition to his role as the COO and General Counsel. Vulpes is also the fund management partner for Patamar, which is the largest impact investor in South East Asia. Degree in History from the University of Colorado-Boulder and a J.D. from the University of San Francisco School of Law.

Service Providers:

  • Investment Manager: Vulpes Investment Management Pte. Ltd
  • Fund Administrator: Prestige Venture & Fund Services Pte. Ltd
  • Technology Service Provider: LibreCo Limited
  • Custodian: Held in registered format at J.P. Morgan SE
  • Cash Custodian: ANZ Bank
  • Lead Legal Counsel: Simmons & Simmons JWS Pte. Ltd.
  • USDC Services: Circle
  • Auditor: Ernst & Young LLP

3. Describe any previous work by the entity or its officers/key contributors similar to that requested. References are encouraged.

The Libre team has deep experience across traditional finance and on-chain RWAs. Dr. Avtar Sehra founded Nivaura, involved in multiple tokenised DCM issuances on Ethereum in partnership with leading regulated financial institutions. The team have also been involved in launching FCA regulated asset management and fintech businesses.

The Libre business is supported as a JV between WebN Group (incubation hub for fintech and Web3 innovators, backed by Alan Howard) and and Laser Digital (digital asset business offering services to institutional investors, including asset management, trading, and ventures backed by Nomura, leading financial services group)

1. WebN Group
2. Laser Digital
3. Brevan Howard
4. Hamilton Lane

4. Has your entity or its officers/key contributors been subject to an enforcement action, criminal action, or defaulted on legal or financial obligations? Please describe the circumstances if so.


5. Describe any conflicts of interest for your entity and key personnel.

  • N/A - the fund is managed by an independent, MAS-regulated investment manager who is a fiduciary required to act in the best interests of investors
  • The fund accounting and NAV calculations are also done by an independent fund admin and audited by Ernst & Young.

6. Insurance coverages, guarantees, and backstops Name of insurer or guarantor Per incident coverage Aggregate coverage

LibreCo Holdings Limited and its subsidiaries are covered by Liva Insurance B.S.C(c)

  • Professional liability insurance: USD 1,267,395,
  • Directors & Officers liability insurance: USD 1,267,395,
  • Theft insurance: USD 1,267,395
  • Cyber Liability and Loss insurance: USD 1,267,395.

7. Historical tracking error in your proposed product, or similar to that being proposed Product 2024 YTD 2023 2022 2021


8. Brief reason for above tracking error:


9. Please describe any experience your firm has in working with decentralized organizational structures:

The team is personally active in advising and participating in governance of multiple DeFi and L-1/L-2 DAOs.

10. What is your entity’s current assets under management, assets held in trust, total value locked, or equivalent metric for your legal structuring?:

$20M+ in AuM

11. How many of these assets held are present on Arbitrum One, if any?:


Volume of transactions LTM:

n/a (fund was launched in Mar ‘24)*

Source of first-loss capital:


Plan design

1. Please describe your proposed product, including a description of the underlying assets and, if more than one asset, the proposed allocation among assets and general investment guidelines. Where appropriate, include targeted maturity mix and credit quality. Attach supplementary documents as appropriate.

  • Libre’s protocol currently has access to 3 investment products; Brevan Howard Master Fund, Blackrock ICS US Dollar Liquidity Fund, with Hamilton Lane’s Private Credit fund to follow

  • For the STEP programme Phase I, we will focus on the low-risk Money Market Fund, with the additional opportunity to broaden the mandate to other Fund offerings as the Foundation sees fit

  • Libre’s USD I Money Market, a sub-fund of Libre SAF VCC. The investment objective of the Fund is to invest all of its assets directly or indirectly via a nominee, distributor or other service provider, in the MMF Underlying Fund. The investment objective of the MMF Underlying Fund is set out in the MMF Underlying Fund Prospectus.

  • Additional details on the other service providers involved is included in the Private Placement Memorandum shared privately.

  • The process is as follows:

    • Onboarding - Investors undergo KYC with the Fund Administrator

    • Subscription : Libre provides the option to subscribe in i) Fiat/wire transfers OR ii) USDC.

      • Notwithstanding any other provision in the core section of the Private Placement Memorandum, applicants for Shares and Shareholders wishing to apply for additional Shares must complete a Subscription Agreement and send a copy of it to the Administrator (or Sub-Administrator, as the case may be) (with a copy to the Manager) by e-mail as a duly-signed scanned e-mail attachment (which may be electronically signed by any commercially available electronic signing software such as DocuSign) at the e-mail address(es) as specified in the Subscription Agreement, or submitted via the Libre Technology Solution (if available) so as to be received by no later than 5:00 pm (Singapore time) on a Business Day that is at least one (1) Business Day preceding the relevant Subscription Day (or such later or other date or time as the Directors, in consultation with the Manager, may generally or in any particular case permit). Subscription monies must be sent by wire transfer, net of bank charges, so that cleared funds are received in the Fund’s account at least one (1) Business Day preceding the relevant Subscription Day (or such later or other date or time as the Directors, in consultation with the Manager, may generally or in any particular case permit).

      • If subscribing via USDC, once the Fund Admin has review orders, USDC payment will be made via the Libre gateway. Libre will then off-ramp via Circle and proceed with the investment

    • Asset Minting: Investors may purchase Shares of USD I Money Market via stablecoins, USDC or FIAT, USD (“cash”) which may be issued in the form of ERC-20 tokens. This tokenized ownership is composable and transferable where one Share will be represented by tracked in an on-chain register maintained by the fund admin on the Blockchain.

    • Redemption

      • A completed redemption request must be received by no later than 5:00pm (Singapore time) on a Business Day which is at least one (1) Business Day (or such lesser period as the Manager may generally or in any particular case permit) prior to the relevant Redemption Day (unless the Manager determines otherwise whether generally or in any particular case to accept redemption requests which arrive late). Redemption requests received after this time will be held over until the next following Redemption Day and Shares will be redeemed at the relevant Redemption Price applicable on that Redemption Day
      • Libre is launching 24/7 redemption via USDC for money market products over Q2 ‘24
      • For fiat transactions, the maximum permitted timing under the PPM is T+7 to allow for any abnormal operations at the underlying manager (e.g., Blackrock).
      • In normal circumstances, the fiat redemptions will be paid out in T+ 2 to 3 days once fully completed redemption forms are received
  • Underlying investment: Blackrock ICS US Dollar Liquidity Fund

    • The underlying MMF product initially will be the Blackrock ICS US Dollar Liquidity Fund, which invests primarily in first-tier securities, which include commercial paper, certificates of deposit, floating rate notes, time deposits and fully collateralised repurchase agreements. The fund has a current Net Asset value of $65bn, and is part of the largest Asset Manager Blackrock, which oversees $9T in Assets.
    • The Fund is actively managed. The investment manager has discretion to select the Fund’s investments and is not constrained by any benchmark in this process. The Secured Overnight Financing Rate (SOFR) should be used by investors to compare the performance of the Fund.
    • Libre’s PPM (shared privately - including link to the underlying fund’s prospectus)

Do investors have any shareholder, investor, creditor or similar rights?

1. Describe the legal and contractual structuring for your product including regulatory bodies overseeing your business and the product and identifying all legal jurisdictions interacting with your product. Attach supplementary documents as appropriate.

Investors are shareholders in the Libre SAF VCC - USD I Money Market fund managed by a MAS regulated asset manager and do not enter into any contractual agreements with LibreCo Limited (the platform provider directly).

2. Would Arbitrum’s assets be bankruptcy remote from your own entity and its officers/key contributors? If so, please explain the legal and contractual basis. On a confidential, non-reliance basis, provide any third party legal opinions to support the conclusions.

  • Investors’ assets in the fund would be bankruptcy remote to Libre as shareholders in a segregated sub-fund of a Singapore VCC fund.
  • For avoidance of doubt, if the Libre platform were to cease to function, the fund can be independently administered by the fund administrator using traditional tools.

How are Arbitrum’s assets protected vis-a-vis the bankruptcy of the brokerage or applicable financial institution (e.g., bank deposit insurance, securities insurance, etc.)?

Interests or units in the MMF Underlying Fund are held by J.P. Morgan SE, acting through its Dublin Branch (the “MMF Underlying Fund Custodian”), in its capacity as depositary of the MMF Underlying Fund, pursuant to the terms of a depositary and custodian agreement entered into between the MMF Underlying Fund and the MMF Underlying Fund Custodian (“Custody Agreement”).

Does the Issuer issue more than one asset? If so, what is the priority relationship between different asset classes?

  • Yes, the issuer issues other assets. Each asset is part of a separate sub-VCC fund with segregated assets and liabilities and is independently managed by the fund manager and administered by the fund administrator.
  • Libre does not prioritise one asset over the other and our goal is provide investors with access to the full-choice of portfolio allocation options across money markets to alternatives such as hedge funds and private credit.
  • It is completely up to the discretion of investors to prioritise any allocation into the products based on their risk/return/liquidity preferences
  1. Provide a detailed cash flow diagram that shows the flow of funds from ARB/Fiat conversion, investment in underlying asset, payment of expenses, sale of underlying asset, and repayment (Fiat/ARB conversion), including the counterparties and legal jurisdictions involved.

Payment for transactions (subscriptions/redemptions) can be made in either fiat (USD) or USDC.

Fiat flows

USDC flows

2. Describe anticipated tax consequences (if any) in transacting on the underlying and/or receipt of yield.

  • The Fund Administrator will provide daily reporting on each business day with an updated Net Asset Value. Yield will be reflected through an increase in the Net Asset Value of the assets owned by each investor.
  • Increases in Net Asset Value from subscription date to redemption date would represent gains incurred by the investors at their applicable tax rate under the relevant tax regime (based on jurisdiction)
  • The fund does not pay any distributions/dividends and does not withhold any taxes on transactions
  • Investors are responsible for their own tax obligations and should seek professional tax advice.

3. Describe the process and expected timeline for liquidation of assets, if given instructions to do so by Arbitrum governance.

  • Libre is launching 24/7 redemption via USDC for money market products over Q2 ‘24
  • For fiat transactions, the maximum permitted timing under the PPM is T+7 to allow for any abnormal operations at the underlying manager (e.g., Blackrock).
  • In normal circumstances, the fiat redemptions will be paid out in T+ 2 to 3 days once fully completed redemption forms are received

4. What amount of first-loss equity will Sponsor provide to ensure over-collateralization, how is the first-loss equity denominated, and what is the source of capital?

  • n/a

5. Describe the liquidity and stability of the proposed underlying assets, including anticipated settlement times from the sale of the underlying to the repayment of ARB.

  • The underlying asset can be transacted on a daily dealing basis and is highly liquid with ~$65B of assets under management currently.

6. If relying on the blockchain for any of the transactional flows, please describe any blockchain derived risks and mitigations.

  • Libre’s technology solution enables tokenisation of the share register that is maintained independently by a fund admin. In order to mitigate risks arising from the tokenisation of the share register, the fund admin maintains appropriate non-blockchain audit trail for transactions/shareholdings – all subscriptions/redemptions/monthly NAV updates generate either Docusign copies or email updates. This means the fund admin can reconstruct the share register independently should Libre cease to exist / be exploited.
  • Liquidity is also not restricted to on-chain channels (e.g., USDC) as investors can redeem using traditional fiat rails in case of market stress/liquidity constraints in the stablecoin market.

7. Does the product rely on any derivative product (swaps,OTC agreements?)

  • n/a

8. List all the third party counterparties linked to your assets including and not restricted to prime broker if any, custodian, reporting agent, banks for derivatives or loans and provide primary contact details for the third party counterparties

  • Vulpes Investment Management Pte as fund/investment manager;
  • Ernst & Young LLP as Singapore auditor;
  • Prestige Venture & Fund Services Pte as fund administrator and Singapore tax advisors and Singapore corporate secretary;
  • Simmons & Simmons as legal counsel;
  • Vulpes’ compliance officer providing compliance services to Libre;

9. Can you explain how is risk management (inv and operational) being done? Can you provide a copy of your risk management policy?

Prestige are the fund administrators and are undertaking the onboarding for investors into the fund. Prestige are doing this role under delegation by Vulpes who are regulated by MAS.

In terms of the VCC, there is an internal risk framework document which has been reviewed by Simmons and is being reviewed on a regular basis.

Performance reporting

1. What are your proposed performance benchmarks? If this is substantially different from the underlying assets, please explain why.

The proposed performance benchmark is the Secured Overnight Financing Rate (SOFR) which is the same as the underlying asset.

2. Describe the content, format, preparation process, and cadence of performance reports. This should include proof of reserves, if appropriate. Please include a sample report.

  • Libre’s fund administrator is responsible for calculating and producing NAV and performance reporting.
  • The admin provides the NAV reporting on a daily basis for the Libre SAF VCC - USD I Money Market fund

Example report

3. Who provides the performance reports in respect of the underlying assets?

The Fund Administrator

4. Describe any formal audit process and timing of such audits.

The financial year for the Company ends on 31 December in each year. The annual report shall be prepared by Ernst & Young, LLP and audited financial statements of the Company will be sent to Shareholders not later than 5 months after the end of the financial year. The first audited financial statements will cover the period from the date of the Company’s incorporation until 31 December 2024


1. Provide a copy of your standard contract, or one similar to what is being proposed here

The Libre commercial agreement is determined through the PPM which has been shared privately.

2. Fee summary: Inclusive of the full scope of services requested. Product Fee schedule If asset based Fee calculation for our plan if asset based Annual fee if flat fee Any other fees (including redemption or minting fees)

  • Underlying Manager Fee: 15bps p.a.
  • Libre sub-fund ongoing charge: 15bps p.a. - if the program delegates $5M+, the charge will be waived for the first 12 months. This ongoing charge also covers any ongoing fund expenses.

3. Describe frequency of fee payment and its position vis-a-vis payment priority compared with other expenses (i.e., cash waterfall)

The Ongoing Charge will accrue monthly in arrears but the frequency of payment will be determined by the Directors in their discretion, but no less frequently than quarterly.

Smart Contract/Architecture

1. How many audits have you had and name of auditors? Please provide a copy of reports.

  • The web2 access points as well as infrastructure have undergone extensive penetration testing by Cybaverse. Report shared privately.
  • Libre Gateway smart contracts deployed on Arbitrum Mainnet will also be externally audited before launch.

2. Is the project permissioned? If so how are you managing user identities? Any blacklisting/whitelisting features?

  • Yes it’s a permissioned infrastructure. We use a multi factor allowlisting process. Users have an onchain identity that spans factors such as location, type of investor, residence location, nationality location, AML/KYC flags etc… Investment assets
  • We also have similar multifactor allow list indicating which locations they can be sold in, and what factors from an investor are allowed, then intent based protocol enables automated matching for immediate execution.

3. Is the product present on several chains? Are there any cross chain interactions?

Libre share register is maintained on a permission sidechain and accessed through a web2 interface. The assets are then minted and locked on the mainnet through Libre Gateway.

4. Are the RWA tokens being used in any other protocols? Please describe the various components of the ecosystem

  • The RWA tokens are not currently used in other protocols. However, the tokens will be used to build additional services and dApps such as collateralised lending, secondary market fund trading, and SMA portfolios. These services will be offered by Libre as well other partners on Arbitrum.

5. How are trusted roles/admins managed in the system? Which aspects of the solution require trust from users?

  • Trusted parties like distributors and admins are setup through the “protocol council” who represent the protocol governance and consist of stakeholders in the protocol e.g., JV institutions and other parties on the network providing services.

6. Is there any custom logic required for your RWA token? If so please give any details.

  • The tokens have standard ERC-20 interfaces, especially the tokens that are locked on the Mainnets. We have internal logic that requires the asset and investors’ allowlists to be matched before a transaction intent is triggered and executed.