SETTING UP A FUND MANAGEMENT COMPANY IN SINGAPORE

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1 SETTING UP A FUND MANAGEMENT COMPANY IN SINGAPORE

2 Industry Overview Approximately 600 managers managing various asset classes in retail and private funds. Under 100 managers manage retail moneys. The rest manage moneys on a private basis. As at end 2012, approximately US$1.3 trillion total assets under management from Singapore. 80% of AUM sourced offshore to Singapore. 70% of AUM invested into Asia Pacific region. About 3,300 investment professionals involved in front office activities i.e. portfolio managers, analysts, traders.

3 Industry Overview Hedge Fund AUM estimated at US$63 billion. Post financial crisis, increased focus on strengthening financial system to ensure stability and resilience. Increased regulation and more rigorous supervision. Enhanced staffing, competency, capital and business conduct requirements. Creation of a new Investment Intermediaries Division in 2011 having specific oversight over fund managers.

4 Admission Criteria Registered Fund Management Companies [ Registered FMCs ] Licensed Accredited / Institutional Fund Management Companies [ Licensed AI FMCs ] Licensed Retail Fund Management Companies [ Licensed Retail FMCs ] Type of approval Submission of registration form to MAS Licence application process Licence application process MAS will review forms If registration is successful, MAS will publish Registered FMC s name on the MAS online directory MAS' prior approval needed Licence required if more than S$250 AUM MAS' prior approval needed AUM less than S$250m Restriction of New Managers activities prior to registration with the MAS New Managers cannot enter into any investment management agreement or accept client moneys until name published on website

5 Admission Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Restrictions Clients - not more than 30 qualified investors, of which not more than 15 can be investment pools or funds. (Can have unlimited number of investors in funds but all must be accredited investors or institutional investors) Clients - only accredited and institutional investors only No restrictions on AUM or clientele

6 Admission Criteria Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Corporate Track Record Nil Nil Shareholder (or group) to have corporate track record of fund management for at least 5 years Global AUM of at least S$1 billion

7 Admission Criteria Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Number of Directors At least 2 directors (at least 1 resident) Nominee directors not counted for 2-director requirement Experience in the financial services industry recommended (including managerial experience or experience in a supervisory capacity) 1 director must be resident and appointed as CEO

8 Admission Criteria Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Number of Representatives At least 2 full-time resident representatives Essentially anyone performing a front office role i.e. portfolio management, research, trading and execution and marketing At least 3 full-time resident representatives * Representatives must spend substantially all their business time in front office activity. COO who does some marketing would probably not count.

9 Admission Criteria Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Relevant Experience / Individual Track Record Risk Management At least 2 full-time resident individuals, each of whom has a minimum of 5 years of relevant experience in fund management value chain Anyone with experience in fund management value chain including both front office and back office, portfolio management, research and advisory, trading and execution, risk management, operations. One person with relevant operational experience and not involved in a front office role to undertake risk management i.e. the person in charge of risk At least 3 full-time resident individuals, each of whom has a minimum of 5 years of relevant experience CEO to have a minimum of 10 years of experience in the financial services industry

10 Admission Criteria Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs management to be independent of portfolio management (if part of a group, role can be performed by an affiliate i.e. parent company) CMFAS Exams (for representatives) Nil Nil Required Professional Indemnity Insurance ( PII ) Base Capital* Strongly encouraged, but not mandatory S$250,000 Required S$500,000 to S$1,000,000 * Broadly equivalent to shareholders equity

11 Ongoing Requirements Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs (Ongoing) Risk- Based Capital Requirements Nil Subject to risk-based capital requirements Highest of: 5% of average annual gross income up to S$10 million for last 3 years 2% of average annual gross income above S$10 million for last 3 years S$100,000

12 Ongoing Requirements Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Compliance Arrangements Compliance personnel required but does not have to be dedicated or independent Independent from front office Independent and dedicated compliance officer needed if AUM close to or above S$1 billion Independent and dedicated compliance function based in Singapore needed * If part of a group, compliance function for Registered FMC's and Licensed AI FMC's can be performed by person in head office if head office has an independent and dedicated compliance team and adequate resources are allocated * Compliance personnel can perform complementary functions e.g. legal

13 Ongoing Requirements Criteria Registered FMCs Licensed AI FMCs Licensed Retail FMCs Custodial Arrangements Independent Valuation To place customer's monies and assets with a custodian Custodian to be licensed, registered or authorised (to perform the custodial function) in the jurisdiction where the monies or assets are being held Should have third party valuation However can perform in-house provided there is independence and segregation of front office functions from valuation functions * Exemptions for PE/VC managers where assets are not listed

14 Ongoing Requirements (1) Compliance & Operations CEO & Directors must: Put in place compliance arrangements Identify, address and monitor risks Ensure adequate internal audit with annual audit plan Ensure effective controls and segregation of duties to mitigate conflicts (2) Implementation of a Formalised Risk Management Framework and Additional Duties Suited to size and scale of FMC's operations

15 Ongoing Requirements Effectively identify, manage and monitor risks associated with customer assets Take into account principles set out in MAS Guidelines on Risk Management Practices (3) Requirement to file audited accounts within 5 months of financial year end

16 Ongoing Requirements Requirement for an Auditors Report Auditors to report on FMC's compliance with relevant regulations. Real Estate Exemption Exemption from oversight for managers of Immovable Assets Real estate managers may potentially use this exemption Limitations of exemption.

17 Marketing Investment Funds in Singapore Marketing to Institutional Investors Private Placement Safe Harbour Approaching up to 50 persons over a 12 month period Marketing to Accredited Investors and Relevant Persons Notification Filings in CISNet for Foreign Funds

18 Possible Fund Structures Standalone Investors Fund Singapore Unit Trust Investments Master Feeders (Equity & Hedge) Feeder 1 Feeder 2 (Offshore/Onshore Domicile) Master Offshore Domicile or Singapore Domicile (Option 1) Singapore Domicile Trading Vehicle (Option 2)

19 Disclaimer: The content of this presentation is general in nature and is not legal advice. Copyright 2014 Rajah & Tann LLP. Not to be reproduced or disseminated without permission. All rights reserved.

20 For more information, please contact: Arnold Tan Tel: (65) Website: Copyright 2014 Rajah & Tann LLP. Not to be reproduced or disseminated without permission. All rights reserved.

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