Singapore Hedge Fund

Alternative asset management in Singapore

Fullerton aims to extend Singapore’s reach by wooing the European investor

The city state of Singapore punches well above its weight in the world of investment. Between them Temasek Holdings and the Government of Singapore Investment Corporation, the tiny nation’s twin sovereign wealth funds, manage an estimated $400bn (£245bn, €280bn) of assets.

But Singapore is not resting on its laurels; it is about to wade into the congested European asset management industry as part of a plan to raise its assets under management higher still.

Fullerton Fund Management, the funds offshoot of Temasek, currently manages just $2.3bn of external money, in addition to the assets of its parent.

But Fullerton hopes to bolster this tally by launching its first European Ucits funds via the migration of two existing vehicles from the Cayman Islands to Luxembourg before the end of the year.

Gerald Lee, chief executive and founder of Fullerton, believes the move is essential to crack the European market, which currently accounts for just 5 per cent of its customer base.

“We have funds registered in Singapore as well as in the Cayman Islands but there’s just no way we can penetrate the [European] market, if the fund structure is not right. We realise that if we don’t put funds on a Ucits platform we can be marketing here every day, but we won’t get a single cent.”

Fullerton’s initial offerings will reflect its expertise in Asian securities, but with an interesting twist. One fund, Fullerton Asian Equities, is a straightforward relative return product. But the other, Fullerton Absolute Return Asian Equities, is a market timing vehicle which allows the manager significant freedom to switch between equities and cash in anticipation of market rallies and slumps.

Mr Lee is adamant that his managers are able to time the markets in this manner, in spite of the fact that many of the world’s most successful equity managers say such timing abilities are beyond them.

“The whole idea is to take away enslavement to the index. We discover that the moment you do that, actually equity managers do have a very great sense of market timing, contrary to popular belief,” says Mr Lee, who was head of fixed income sales at SBC Warburg Singapore and deputy chief investment officer at Deutsche Asset Management Singapore prior to joining Temasek in 1999.

“I come from a fixed income background, I spent my years in a business as a fixed income manager, so I always found it very perplexing that equity managers claim that they don’t know how to time the market.

“Here I was trading bonds and managing bond portfolios knowing that, actually, it’s not a very difficult call. You don’t need to be somebody with high IQ, you just need to have a very good sense of what is happening.

“You always know when the market is overbought and you know when the market is oversold. Equity managers are capable of market timing and we want to put that to good use.”

Even armed with this information, picking turning points is notoriously hard. During the latter stages of the 1990s bull market, many managers were all too aware that a host of technology, media and telecoms stocks were wildly overvalued, but those managers brave enough to exit these sectors suffered as the TMT bubble continued to inflate, and in many cases lost their jobs as a result.

Mr Lee is aware of the difficulties, but believes the answer is to mandate absolute return managers to beat deposit rates by 5 to 7 percentage points a year over the cycle.

They are likely to exceed this in a bull market, even if they have not participated fully in the rally, giving them the freedom to bail out without being fearful as to their future employment prospects.

“The absolute return guy actually knows how to take money away from the table when things are overheated,” argues Mr Lee. “Where he really adds value is when the market starts falling apart and he has everything very nicely in cash.”

According to Mr Lee, Fullerton first trialled market timing with some of its equity managers five years ago, and the experience has been “very pleasant”.

However, the experience of the Fullerton Absolute Return Asian Equities fund since launch in 2007 has been somewhat less pleasant. During 2008 it lost 37 per cent, against a 52 per cent drop in its underlying Asia ex-Japan index.

Mr Lee largely blames investors for this state of affairs arguing that, with the fund launched during a bull market, investors were unwilling to accept Fullerton’s recommendation that the “neutral” equity weighting should have been 30-50 per cent and instead insisted neutral should be 70 per cent.

“They wanted to have their cake and eat it,” he says.

Fullerton also has plans to go after US investors, but these are unlikely to be firmed up until next year at the earliest, when it is able to start learning some of the lessons from its European push.

In spite of the imminent migration of two of Fullerton’s vehicles from the Caymans, Mr Lee is reluctant to sound the death knell for the Caribbean offshore financial centre, which some see as a potential loser from moves by the US and Europe to stem tax avoidance and tighten regulation of the financial system.

“There is a critical mass of excellence in the Caymans, in terms of people knowing the legal and administrative aspect, so I think they continue to have the advantage,” he says.

Yet, following budget changes in February which improved the tax treatment of funds in Fullerton’s home market, Mr Lee adds: “I can see that more and more hedge funds domiciled in Singapore may not find it necessary to incorporate their funds in Cayman as before.”

Further change may be afoot for Fullerton, however. Last month, Temasek said it would be prepared to list some of its biggest holdings, such as port operator PSA and Singapore Power, adding that even Fullerton itself could be suited to a float.

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Future hedge fund regulation in the EU and its impact on Hong Kong and Singapore fund managers

On 30 April 2009 the European Commission, the executive body of the 27 Member State European Union (EU), published the final text of a draft EU Directive on Alternative Investment Fund Managers (Directive). The Directive, once passed, will bind all Member States of the EU and will require national legislation to be passed by Member States implementing it. While the Directive will apply primarily to any alternative investment fund manager (AIFM) established in an EU Member State which provides management and administration services to one or more alternative investment funds (AIF), it will also apply to the marketing of AIF in the EU by AIFM which are established outside the EU, including by AIFM established in the Hong Kong or Singapore. AIF for this purpose include both hedge funds and funds of hedge funds. As widely reported by the international press, the proposed Directive has been seen by many as an attack by rivals on the pre eminence of London’s hedge fund industry under cover of the perceived public desire for greater regulation following the global financial crisis. The Directive’s publication also follows the US Congress’ draft Hedge Fund Advisers Registration Act and Hedge Fund Transparency Act (the Grassley Levin Bill) in January 2009. The Directive could be approved by the end of 2009, with Member States of the EU required to transpose it to national law by 2011.

In many ways Hong Kong’s regulatory environment for hedge fund managers is “ahead of the game” in that, unlike the position in the US, exemption from licensing was effectively abolished when the Securities and Futures Ordinance (SFO) came into force in April 2003. Since that time, all hedge fund managers engaging in regulated activities have needed to be licensed by the Hong Kong Securities and Futures Commission (SFC) in the same way as “traditional” fund managers. This perhaps compares favourably to the loosening of the regulatory regime in Singapore in recent years to support its bid to rival Hong Kong’s status as the regional alternative investment management center and the fact that a fund manager need not obtain a capital markets license for fund management if the relevant fund can be treated as a “qualified investor”.

However, it is widely recognized that Hong Kong is not immune to the pressures arising from international regulatory initiatives in the wake of the global financial crisis. In addition, the mooted changes in regulation in the US will undoubtedly affect Hong Kong fund managers just as the previous attempts by the Securities and Exchange Commission (SEC) to regulate the world’s fund managers did. Whilst it is perhaps too early to assess the impact of possible US legislation, this is not the case as regards the Directive. All non EU hedge fund managers, in particular those in Hong Kong and Singapore, need to appreciate the far reaching implications of the Directive on Hong Kong or Singapore domiciled hedge fund managers, regardless of whether or not they are licensed by the SFC or the Monetary Authority of Singapore (MAS), should the Directive be adopted in its present form. This article briefly explains the major issues under the Directive and some of the relevant consequences.

Marketing authorisation of managers

Under the Directive an EU Member State in theory will be able to authorise a Hong Kong or Singapore fund manager to market an AIF of which it is the manager to professional investors (as defined in the MiFID Directive) throughout the EU provided that five conditions are satisfied (see below). This changes the present situation whereby, in brief, a Hong Kong or Singapore based hedge fund manager may (under different national legislation) market to professional investors within the particular jurisdictions according to local requirements, often with no filing or approval required. It appears that under the Directive authorisation will only be required to be obtained from one EU Member State, for example the UK, and thus not from each Member State in which an AIF is to be marketed. Further, in theory it should not be necessary for a Hong Kong or Singapore fund manager to establish a place of business in the EU Member State in which it is seeking authorisation (although in practice, as explained below, this is likely to be needed).

The Directive does not refer in this context only to AIF domiciled in a third country and thus it appears that any non EU fund manager will require authorisation to market not only AIF established outside the EU (Cayman Islands funds or funds domiciled elsewhere) but also those established inside the EU (whether in Ireland, Luxembourg or elsewhere). If this is correct, it will not suffice for a Hong Kong or Singapore fund manager to establish an AIF in the EU for marketing to EU investors to avoid the need to obtain authorization by a Member State of the EU.

The five conditions

The five conditions which will need to be satisfied in order for an EU Member State to authorise a Hong Kong, Singapore or other non EU fund manager to market an AIF in the EU are as follows:

  1. The European Commission will need to have taken a decision that legislation regarding prudential regulation and ongoing supervision in Hong Kong or Singapore is equivalent to the provisions of the Directive relating to such regulation and supervision and that it is effectively enforced.
  2. The European Commission will also need to have determined that Hong Kong or Singapore, as appropriate, grants to EU fund managers effective market access comparable to that granted by the EU to fund managers from Hong Kong or Singapore.

    The Directive provides for a two stage process in relation to these two conditions. First, it will require the European Commission to adopt implementing measures aimed at establishing (i) in relation to the first condition, general criteria for the equivalence and effective enforcement of third country legislation on prudential regulation and ongoing supervision, and (ii) in relation to the second condition, general criteria for assessing whether third countries grant EU fund managers effective market access comparable to that granted by the EU to fund managers from third countries.

    The Directive will require the European Commission, when establishing the equivalence criteria referred to in the preceding paragraph, to base these criteria on certain requirements laid down in the Directive in relation to EU fund managers, including the obligation (i) to maintain a minimum initial and ongoing level of regulatory capital, (ii) to ensure that the AIF of which they are the AIFM appoint an independent custodian and an independent valuation agent, (iii) to comply with various conduct of business rules, restrictions on delegation (see further below), transparency obligations with respect both to disclosure to investors and reporting to regulators and (iv) to comply with leverage limits which are to be determined by the European Commission.

    Second, it will require that, on the basis of these general criteria, the European Commission adopt implementing measures stating that the Hong Kong or Singapore legislation on prudential regulation and ongoing supervision of fund managers in each jurisdiction, as applicable, is equivalent to that under the Directive and is effectively enforced, as well as stating that the Hong Kong or Singapore grants EU fund managers effective market access at least comparable to that granted by the EU to fund managers from Hong Kong or Singapore, as appropriate.

    There are a number of issues which make it unlikely that Hong Kong or Singapore would likely meet the European Commission’s criteria. For most hedge fund managers in Hong Kong, for example, there are no paid up capital requirements. In Singapore hedge fund managers are not required to be licensed at all by the MAS when relying on certain exemptions. Although Hong Kong (under the Securities and Futures Ordinance and Companies Ordinance) and Singapore (under the Securities and Futures Act) have traditionally treated all private placements and offers to professional investors on the same basis, regardless of the domicile of the relevant fund, the act of marketing and distribution of a fund will usually trigger a licensing requirement. It is unclear if this will constitute comparable access.

  3. The relevant regulatory authorities of the EU Member State in which the Hong Kong or Singapore fund manager is seeking authorisation must have entered into a cooperation agreement with the “supervisor” of the relevant Hong Kong or Singapore fund manager which ensures an efficient exchange of all information that is relevant for monitoring the potential implications of the activities of the fund manager for the stability of systemically relevant financial institutions and the orderly functioning of markets in which that fund manager is active. The Directive does not define the term “supervisor”, but it is assumed that, as regards Hong Kong fund managers, this will mean the SFC and, in respect of Singapore, the MAS. To the extent that a Singapore fund manager has filed a notice of claim of exemption with the MAS, it would seem that this condition would not be capable of being complied with by such Singapore “exempt” fund manager. For Hong Kong this provision may be less of an issue given that the SFC has existing memoranda of understanding with a number of EU Member State regulators, including the UK’s FSA, Luxembourg’s CSSF and Ireland’s IFSRA.
  4. Hong Kong or Singapore must have signed an agreement with the EU Member State in which the Hong Kong or Singapore fund manager is applying for authorisation to share information on tax matters which fully complies with the standards laid down in Article 26 of the OECD Model Tax Convention and which ensures an effective exchange of information in tax matters. This may not be an issue for Hong Kong � according to the OECD Hong Kong has substantially implemented the agreed standard. Singapore has stated that it intends to implement the OECD standard later in 2009.
  5. The Hong Kong or Singapore fund manager must provide the regulatory authorities in the EU Member State in which it is applying for authorisation with certain information, including information on the identities of its shareholders or members that have a direct or indirect holding in it which represents 10 per cent or more of its capital or voting rights.

It seems unlikely that all of the five conditions referred to above will be able to be satisfied in respect of either of Hong Kong or Singapore, the leading Asian hedge fund jurisdictions, and accordingly Hong Kong or Singapore fund managers may be prevented from marketing their AIF in the EU under the Directive, unless they establish a place of business in an EU Member State and seek authorisation under the Directive.

Passport provision delayed to 2014

The quid pro quo of requiring AIFM to be authorized in order to market AIF to professional investors is intended to be the fact that, once so authorized, marketing to professional investors could be done on a cross border, pan EU, passport basis. However, under (reported) French government pressure, the Directive will postpone the ability of an EU Member State to authorise fund managers to market AIF to professional investors across the EU to three years after the date on which the legislation of the Member States implementing the Directive enters into force (likely to be during the second half of 2014 at the earliest). While EU established hedge fund managers will be permitted to market non EU funds in the EU during this three year period under the existing national private placement rules currently in force in the EU Member States, it is not clear whether Hong Kong or Singapore fund managers will also be permitted to do so and this will need to be clarified.

Meaning of “marketing”

The Directive will define “marketing” to mean any general offering or placement of shares or interests in an AIF to, or with, investors domiciled in the EU regardless of at whose initiative the offer or placement takes place, and thus extends to responding to unsolicited approaches. Accordingly, if a fund manager based in, say, Hong Kong receives an unsolicited approach from investor, such as a UK based fund of hedge funds, any response to that approach is likely to constitute marketing by the Hong Kong fund manager. Where a Hong Kong fund manager is approached by a non EU entity acting on behalf, or which is a non EU affiliate, of an EU investor, it should be possible for the Hong Kong or Singapore fund manager to avoid being treated as marketing to the ultimate EU investor so long as it deals only with the non EU entity, subject to any contrary indication in the legislation of the relevant EU Member State implementing the Directive. In addition, the provision of periodic reports by a Hong Kong or Singapore fund manager to existing EU investors in an AIF of which it is the manager should not constitute marketing to such investors, provided that such reports do not contain any offer to subscribe for additional shares or interests in the AIF. Where an existing EU investor makes its own determination to subscribe for additional shares or interests, the position is less clear and again this will need to be clarified.


The five conditions set out above, all of which will need to be satisfied in order for a Hong Kong or Singapore fund manager to be authorised to market the AIF which it manages in the EU, in effect introduce a form of protectionism which is unlikely to benefit EU investors. This stands in unwelcome contrast to the openness of both Hong Kong and Singapore to foreign fund managers and, historically, to European funds in particular UCITS. The likely inability of a Hong Kong or Singapore fund manager to satisfy the conditions could result in EU pension funds and similar institutional investors being substantially restricted in the choice of AIF in which they may invest. Moreover, if the EU effectively locks out AIF managed by Hong Kong or Singapore (or in future, PRC) fund managers in this way, each of these jurisdictions may in turn reciprocate and lock out AIF managed by foreign or EU fund managers from their respective markets. This cannot be in the interest of EU fund managers or of EU investors. It would also contradict the terms of the Communique issued by the G20 in April 2009 in which it was agreed that protectionist measures would not be engaged in by the G20 countries.

Since these conditions, with the exception of a condition which is similar to the fourth condition, do not need to be satisfied by fund managers established and authorised in an EU Member State, Hong Kong or Singapore (or in future PRC) fund managers wishing to continue to market their AIF in the EU may be forced to establish a place of business in the EU and to become authorised under the Directive, something which will not be feasible for a large number of start ups in Hong Kong and Singapore.

Otherwise, as the explanatory memorandum which forms part of the proposed Directive recognises, EU fund managers will be provided with a comparative advantage vis à vis non EU fund managers such as those from Hong Kong and Singapore.

The position of Hong Kong or Singapore fund managers will differ from that of EU fund managers authorised under the Directive, in that the only condition which must be satisfied in order for an EU fund manager to be authorised to market a non EU AIF to professional investors in the EU is that each EU Member State in which the EU fund manager wishes to market the non EU AIF must have entered into an agreement to share information on tax matters with the country in which the non EU AIF is domiciled. It should be noted that this requirement provides that such an agreement must have been entered into with the country of domicile of the non EU AIF, while the fourth condition referred to above in relation to the authorisation of non EU AIFM, such as Hong Kong or Singapore fund managers requires that the agreement has been entered into with the relevant jurisdiction, being the domicile of the fund manager, irrespective of the domicile(s) of the AIF which it manages. The explanatory memorandum to the Directive explains that the requirement in relation to a non EU AIF managed by EU fund managers is designed to ensure that national tax authorities in the EU may obtain such information from the tax authorities in the country in which the non EU AIF is domiciled as is necessary to enable them to tax their domestic investors in that AIF. However, it is difficult to see how this objective will be achieved, particularly in relation to Cayman Islands established AIF (the most common offshore jurisdiction used by Hong Kong fund managers), by requiring say Hong Kong to have entered into such an agreement with the EU Member State in which a Hong Kong fund manager is seeking authorisation to market in the EU the Cayman Islands AIF which it manages.

Placement agents

Although the Directive is unclear as to the position, it appears that the European Commission’s intention is that Hong Kong or Singapore based third party distributors, placement agents and the like will only be permitted to market an AIF to professional investors in the EU if such AIF’s Hong Kong or Singapore fund manager is permitted to do so on the basis described above.


Whilst it is important to note that the Directive is not yet in force and the likely implementation is some way off, the scapegoating of hedge funds in a number of EU Member States remains politically expedient and, given the concentration of hedge fund managers in London, without cost for the governments of countries such as France and Germany. Moreover, as key discussions shaping the final form of the Directive proceed, the present government of the UK is possibly in its final 11 months of power.

With this combination of circumstances it is therefore incumbent on Asian hedge fund managers, in particular those established in Hong Kong and Singapore, to push their respective regulators and governments to register concern as to the consequences of the Directive in its present form, which will discriminate against Hong Kong and Singapore and could potentially shut out any future fund raising to professional investors within the EU by Asian based fund managers.

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MAS Releases Investigation Findings on the Sale and Marketing of Structured Notes Linked to Lehman Brothers

Singapore, 7 July 2009…The Monetary Authority of Singapore (MAS) has completed investigations into the sale and marketing of structured notes linked to Lehman Brothers (the Notes). Given the degree of public interest, MAS is releasing a report on our investigation findings (Click here to view the report).

2. MAS’ investigations found that the 10 financial institutions that distributed the Notes (see Annex 1*) had policies, procedures and controls in place for the approval, sales and marketing of the Notes. However, the extent of the due diligence and level of internal controls differed among them. As a result, there were various forms of non-compliance with MAS’ notices and guidelines on the sale and marketing of investment products. The nature and extent of these failings and their potential impact on the sales process and customers differed for each institution. Some of the specific failings included:

a) risk ratings assigned by some financial institutions to some series of the Notes that were inconsistent with risk warnings stated in the prospectus and pricing statement;

b) insufficient steps taken by some financial institutions to ensure that all their financial advisory representatives were properly trained before marketing and selling the Notes; and

c) weaknesses in how some financial institutions ensured that their financial advisory representatives were properly equipped with accurate and complete information about the Notes.

The findings for each financial institution are specific to that institution and are not general findings.

3. MAS takes a serious view of all instances of non-compliance by the financial institutions with MAS’ notices and guidelines on the sale and marketing of investment products. In deciding on the appropriate regulatory action, MAS considered the nature and impact of the failings, the steps taken by the financial institutions to rectify these, and the extent to which they accepted responsibility and resolved investors’ complaints.  Taking all these into account, MAS has imposed bans on the sale of structured notes by these institutions for periods ranging from a minimum of six months to a minimum of two years.  In addition, MAS has issued formal directions to the financial institutions to rectify all the weaknesses identified by the investigations and to review and strengthen all internal processes and procedures for the provision of financial advisory services across all investment products. The financial institutions are also required to appoint an external person approved by MAS to review their action plan and report on its implementation, and appoint a member of the institution’s senior management to oversee compliance with MAS’ direction. The financial institutions will not be able to distribute structured notes until MAS is satisfied with the measures they have put in place.

Settlements offered by financial institutions

4. The financial institutions have generally adopted MAS’ recommendation not to take an overly legalistic approach in resolving customer complaints. In reviewing each case under their complaints assessment framework that MAS required them to put in place, they considered whether there was a reasonable basis for recommending the product to the client, the extent to which it was properly explained to the client that the product was being sold on an advisory or execution only basis and whether proper procedures were adhered to in the advisory and sales process. In deciding the outcome of each complaint, the financial institutions weighed a range of relevant factors including the investment experience of the investor, the degree of reasonable reliance on the advice provided and the investor’s ability to understand the product and any documents signed during the sales process. The financial institutions also took into account the failings identified by MAS’ investigation. Settlements were offered by the financial institutions on a “without admission of liability” basis.

5. For the Minibond Notes, where a partial settlement is offered, the investor will retain all or a portion of his notes.  He will keep any residual value arising from the notes that he retains.  The residual value, if any, will depend on the ultimate value of the underlying securities.

6. As of 31 May 2009, the three banks and one finance company have offered settlements to 67% of investors whose cases have been decided at a value of about S$105 million.  Over 50% of cases decided have been offered settlements of 50% and above with 26% receiving offers of full settlement (see Annex 2**, Table 1 for details). 85% of settlement offers by the three banks and one finance company have been accepted, 3% have been rejected and the rest have yet to decide. The stockbroking firms have offered settlements amounting to S$2.7 million to 33% of investors whose cases have been decided (see Annex 2**, Table 2 for details). 70% of settlement offers by the stockbroking firms have been accepted, 11% have been rejected and the rest have yet to decide.

7. The settlements offered differ across financial institutions. These differences generally reflect the varied target profiles of customers of the financial institutions and their different business models as well as the differences in the nature, extent and impact of the failings identified in the investigation for each financial institution.

8. The failings identified in MAS’ investigations do not automatically mean that the financial institutions are liable to individual investors. An investor would have to show that he relied on the particular recommendation or representation based on the specific facts and circumstances at the time of purchase. These would include the various documents that the investor signed or acknowledged receipt of as part of the transaction such as documentation containing risk warnings and disclaimers about the liability of the financial institutions distributing the Notes.

Going Forward

9. MAS expects all financial institutions operating in Singapore to maintain the highest professional standards by acting fairly, in the best interests of their customers. These standards are clearly set out in MAS’ regulations, notices and guidelines. The financial institutions’ senior management should have exercised more care in carrying out their responsibilities to ensure standards were consistently implemented across the whole organisation, especially in the sales practices of their front-line staff.  MAS has reiterated in our Fair Dealing guidelines issued on 3 April 2009 that the Board and senior management are responsible for ensuring their financial institution delivers fair dealing outcomes to its customers. We intend to intensify our supervisory scrutiny of how the Board and senior management of financial institutions are implementing the guidelines to deliver these fair dealing customer outcomes.

10. In March this year, MAS released a consultation paper on proposed enhanced safeguards for investors when they purchase investment products.  We received a range of useful comments from various stakeholders which we are considering carefully. MAS will issue our response to the feedback shortly.  Meanwhile, all financial institutions should carefully examine their current business models, including product range and remuneration structures, to ensure they are consistent with acting in the best interests of their customers.

11. Investors too have to play a role by reading product disclosures and making the effort to understand the products they purchase.  This will reduce the risk of investors buying products that do not meet their needs. MAS will work with the industry to step up investor education initiatives and raise the level of financial literacy in Singapore.

12. Shane Tregillis, Deputy Managing Director, Market Conduct, MAS, said “MAS’ investigations have been thorough and objective. Based on our investigation findings for each financial institution, MAS has taken appropriate regulatory action. The industry as a whole needs to carefully reflect on these findings, take immediate steps to win back the trust and confidence of their customers and prevent similar problems from emerging in the future.”

* For Annex 1, please click here.
** For Annex 2, please click here.

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Hedge Fund Regulation: Singapore 2009

Hedge fund managers/advisors


Authorization requirements and process
Most of the hedge fund managers operating in Singapore restrict their fund management activities to not more than 30 qualified investors and are therefore exempted from licensing. However, should the fund manager decide to market a fund to retail investors, the fund manager will have to obtain a Capital Markets Services (CMS) License from the Monetary Authority of Singapore (MAS) under the Securities and Futures Act (Chapter 289) (SFA).
Typical timescale to receive approval
Not applicable. See above.
Regulatory capital requirements
If the fund manager holds a CMS license under the SFA and manages retail hedge funds, a minimum base capital of SGD 1 million is required.
Significant restrictions on marketing to investors
Onshore hedge funds marketed to retail investors are typically not subject to investment guidelines. However authorized hedge funds must comply with the SFA, including the Code on Collective Investment Scheme issued by the MAS. There is a minimum subscription amount for single hedge funds which is SGD 100,000 and that for hedge fund-of-funds of SGD 20,000. The same applies to recognized offshore hedge funds. For both onshore and offshore hedge funds, there is no minimum subscription for capital protected/guaranteed hedge funds.

Onshore hedge funds offered to accredited investors (and other relevant persons) can only be offered to certain types of investors as defined under Section 305 of the SFA. These investors require a minimum total net asset size or annual income exceeding a certain amount (as set out in Section 4(A) of the SFA) or at a minimum of SGD 200,000 per transaction. The same applies to offshore restricted recognized schemes.
For both onshore and offshore funds marketed to institutional investors, there are no minimum subscription requirements for all funds (including hedge funds).

Hedge fund structures


Authorization process
A hedge fund marketed to retail investors, before being established, has to have its prospectus approved by the MAS. The fund manager must possess a CMS license. Hedge funds offered to retail investors and constituted in Singapore are called Authorized unit trusts. The regulations applicable to such unit trusts are noted below.
Restrictions on types of investments, concentration levels, and the manner in which hedge funds can invest and/or strategies
A hedge fund-of-funds should have diversification as one of its key objectives. The manager should have in place strategies to achieve adequate diversification and ensure that the fund is so diversified at all times.
Hedge fund-of-funds should be diversified across at least 15 hedge fund managers or have not more than 8 percent of its assets allocated to a single hedge fund manager.
Rules regarding the publishing of the accounts and prospectuses
Authorized unit trust funds that are available to the retail investors, including hedge funds, are required to comply with the Code on Collective Investment Schemes under the SFA. In addition, the following specifically apply to hedge funds.
The prospectus of a hedge fund must state the material differences between hedge funds and other collective investment schemes. Appendix 4 of the Code on Collective Investment Schemes contains a list of common examples (not exhaustive) of such disclosures (such as some investments may not be actively traded and may involve uncertainties, there is limited liquidity and that most of the underlying hedge funds are subject to minimal regulation).

All marketing material of authorized funds must state the fees and charges payable, the material should state that an investment in the hedge fund carries risks of a different nature from other types of collective investment schemes which invest in listed securities and do not engage in short selling and that the hedge fund may not be suitable for risk averse investors. The material should state that in the case where the hedge fund is not capital guaranteed, it may lose all or a significant portion of its investment and in the case where it is capital protected, investors are subject to the credit risk of the guarantor and the default risk of the issuer, the material should also state that an investment in the hedge fund is not intended to be a complete investment program (above the normal risk level) and investors should consider carefully before investing and finally must make references to other inherent risks.
The manager must prepare annual accounts (audited) and reports, semi-annual accounts (non-audited) and reports and quarterly reports for each of the four quarters of the financial year. Where the hedge fund is either capital protected or when monthly reporting (containing the information that would otherwise be found in the quarterly reports) is done, then the quarterly reporting requirement is waived. The trustee should send the annual audited accounts and report within three months from the end of the financial year. The semi-annual reports should be sent within two months from the end of the period covered by the accounts. The annual audited accounts and the semi-annual accounts must be prepared in the manner prescribed by the Institute of Certified Public Accountants of Singapore (ICPAS) in Statement of RAP 7: Reporting Framework for Unit Trusts with certain modifications and disclosures, such as that of performance fees, as contained in Appendix 4 of the Code on Collective Investment Schemes. The quarterly report should contain (where applicable) qualitative disclosures of the overview of management and investments of the fund for the past quarter and going forward including that of the fund’s financial performance, style drifts, market outlook, changes in key personnel and their contributing factors and contain quantitative disclosures under the categories of performance, risk and current exposure (details can be found in Appendix 4 of the Code on Collective Investment Schemes).
Time-scale of establishment of a hedge fund
The establishment of an Authorized hedge fund in Singapore may take between six months and a year.



Restrictions on which type of investors can invest in a hedge fund and/or the minimum/maximum number of investors in a hedge fund
Hedge funds are mainly aimed at the niche market of high net worth individuals/investors and large institutions and corporations. See above for the minimum subscription amount for onshore and offshore retail funds.

Big thank you to the guys at KPMG for this very usefull guide…

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