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Investment Funds

Drew & Napier provides top-tier funds representation to clients from across industry sectors.

We have handled a vast number of funds matters. They include all facets of funds, fund management, and private equity transactions, from structuring to negotiation, documenting, and implementing.

Our team advises on structuring, establishing, promoting, and operating different kinds of funds. We have done so for partnerships and companies, collective investment schemes (authorised, recognised, and restricted), and on various asset management arrangements.

We are also experienced in fund raising and in overseeing trade sale transactions across the range of market sectors.

Our team advises on all aspects of private equity, including venture capital investments, restructuring, and preparing for initial public offerings and listings on the SGX mainboard, SGX Catalist, OTC Capital, and AIM. Through our extensive exposure to Singapore’s fund industry we have accumulated expertise on the regulatory treatment of funds, managers, and issues and trends in structuring private equity transactions.

Experience

We have represented our clients in a variety of fund and fund management transactions:

MAS Registered Funds

  • Establishment of six retail funds by Deutsche Asset Management (Asia) Ltd

  • Establishment of several retail funds by Schroder Investment Management (S) Ltd

  • Establishment of several retail funds by Citibank N.A.

  • Establishment of 17 funds, including three India funds by Citicorp Trustee (Singapore) Ltd

  • GAM Asset Management Ltd in the recognition of numerous GAM Funds

  • Scudder Global Opportunities Funds SICAV and Deutsche Asset Management (Asia) Ltd in the recognition of the Scudder Global Opportunities Funds SICAV

Private Equity, Venture Capital and Hedge Funds

  • Handled the establishment of Raffles Venture (Direct) Pte Ltd, which is aimed at accredited and institutional investors. The target fund size was S$20 million. The fund will invest in early stage technology, innovation, or intellectual property-based startup companies, especially those in the areas of new media and medical technology.

  • Handled the establishment and listing of the Investment Beverage Business Fund, which was listed on the SGX on 31 Dec 2008. The total size of the fund was about €50 million (S$99.54 million). Further subscriptions of assets-in-kind bring the total fund size to €4 billion (S$7.97 billion). The fund was established by a leading, global, private equity group in the beverage sector, which operatesacross Europe and Africa.

  • Advised a major European bank on the setting up and listing of a Singapore, exempt private unit trust, for private banking clients of certain Swiss banks with a minimum fund size of between US$50 million and US$300 million.

  • Advised on setting up and the future listing of a business trust focused on acquisition and leaseback of industrial dormitory accommodation, which had a value of more than S$79 million.

  • Advised a major Singapore government-linked real estate investment trust in a proposed acquisition and listing of a China industrial and business park fund that invests in industrial and commercial real estate in China.

  • Advised a European global investor group in setting up their authorised Singapore property fund.

  • Advised licensed Trustees in the registration and offering of an Asean IPO Fund for retail investors in Singapore.

  • Advised Trustees in the registration and offering of their International Funds for retail investors in Singapore.

  • Advised Trustees in the registration and offering of the Investment Funds for retail investors in Singapore, comprising the Growth Fund, the Income Fund, and the Money Market Fund.

  • Advised Trustees in the registration and offering of the following funds sponsored by a major Asset Management company for retail investors in Singapore: Asia Asset Allocation Fund, Asia Pacific Infrastructure Fund, Global Healthcare Fund, Global Internet Fund, and Global Tech Fund.

  • Advised Trustees in the registration and offering of their Global Singapore Trust Fund for retail investors in Singapore.

  • Advised SGX-listed Cambridge Industrial Trust Management Limited in the acquisition, development, and leaseback of industrial property by the SGX-listed Cambridge Industrial Real Estate Investment Trust.

  • Advised Itochu on the initial public offering and listing of Temasek-sponsored Mapletree Industrial Trust (a real estate investment trust).

  • Advised the manager of SGX-listed SABANA REIT on the setting up of a joint venture for real estate investment.

  • Advised an SGX-listed property developer on the initial public offering and listing of a hotel and hospitality-focused real estate investment trust.

  • Acted for Cambridge Industrial Trust Management Ltd in its listing and public offering of a real estate industrial REIT offering and listing,which amounted to S$512 million, and subsequent debt financing. This was Singapore’s first asset-backed commercial paper conduit with access to the United States commercial paper market.

  • Acted for UBS Warburg and DBS in the listing of CapitalMall REIT, the first real estate investment trust listed with the Singapore Exchange Securities Trading Limited.

  • Acted for UBS Warburg and DBS in the listing of Fortune REIT, the third real estate investment trust listed with the Singapore Exchange Securities Trading Limited, and the first involving foreign property.

  • Acted for Initial public offering of Ascendas India Trust, Singapore's first, listed Indian property trust.

  • Acted for a proposed S$500 million initial public offering of APL Japan Trust.

  • Acted for Unit Trust India,the leading provider of unit trust fund services in India,in the intended SGX listing of their Mauritius fund company,which is wholly invested in an India collective investment scheme.

  • Acted for Redwood Group Asia Pte Ltd as Singapore counsel, in the structuring and establishment of a fund constituted as a Singapore limited partnership. The target fund size was S$736 million. Other major clients include HSBC Trustees and Citigroup Global Asset Management.

  • Acted for a major fund management corporation from South Africa to establish its fund management operations in Singapore, and to set up a major exempt unit trust fund for international investments.

  • Acted for Henderson Global Investors in the structuring and establishment of a fund meant for investing in the People’s Republic of China.

  • Acted for a local trustee in the structuring and establishment of a Singapore exempt unit trust fund with a fund size of about S$770 million that invests in private equity limited partnerships, and which isoffered to major institutional investors and accredited investors.

  • Acted for a major financial institution in re-constituting its Mauritius fund, which was invested in India, as a Singapore-resident fund.

  • Acted for two private equity funds in their proposed subscription of an online gamingentertainment company for about US$10 million.

  • Acted as counsel to the establishment and intended listing of a family office exempt fund. The fund will comprise assets of a family office group in the food sector in Europe.

  • Acted as counsel to the constitution and to the fund manager of the Veritas I Fund, a Singapore-constituted open-ended umbrella unit trust comprising two sub-funds, which was launched in September 2008. The size of Veritas I is about US$50 million.

  • Acted as counsel to the constitution and to the fund manager of the SG Merlion Solutions XXI Real Estate Opportunities XXI Fund, a Singapore-constituted, open-ended umbrella unit trust comprising two sub-funds, namely the Real Estate Opportunities XXI Fund and the Real Estate Smart Solutions XXI Fund.

  • Acted as counsel to the constitution and to the fund manager of the SG Merlion Solutions XXI Diversified Assets Fund and the Smart Energy Fund.

  • Acted as counsel to SG Trust (Asia) Ltd in relation to the structuring of a fund targeted at Japanese distressed real estate assets.

  • Acted in the setting up of regional fund operations for Societe General’s real estate fund operations for the Asian region.

  • Acted as counsel to SG Trust (Asia) Ltd in the structuring of a fund targeted at Australian distressed real estate assets.

  • Acted as Singapore counsel to Japanese lead counsel in considering the structuring of a Singapore Limited Liability Partnership structure for ProLogis Japan fund.

  • Acted for Nomura Asia Investment (Viet Nam) Pte Ltd Nomura Holdings, Inc and JAFCO Co. Ltd in the investment for NJI Indo-China Development Fund.

  • Acted for clients of UBS in qualifying for the exempt fund manager status and exempt financial advisory status.

  • Acted for clients of Mayer Brown in getting the Calamos Fund recognised as a Restricted Scheme.

  • Advised the Platinum Capital Fund Management group on (i) qualifying for exempt fund manager status and exempt financial advisor status for Singapore entities of the group; and (ii) obtaining restricted scheme status for four of its foreign collective investment schemes targeted at accredited investors.

  • Advised Evio Ltd, part of the BluFire Group, on qualifying for exempt securities dealer status and on applying for a capital markets services licence for fund management.

  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the AIG International Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the Lion Capital Investment Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the Philips Capital Money Market Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the UOB Optimix Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advised HSBC Trustee on the prospectus requirements and trust deed requirements for the United Global IPO Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advised HSBC Institutional Trustee Services on the prospectus requirements and trust deed requirements for the SUT Global Ethical Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advised British Malayan Trustee on the prospectus requirements and trust deed requirements for the United Asia Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore.

  • Advising Qualitas Medical Group Ltd in its initial public offering of 22 million shares. The IPO is valued at S$5.5 million.

  • Acted as counsel to the setting up of venture funds, Raffles Fund 1 Ltd. Assisted the fund manager, Raffles Venture Partners Pte Ltd with both onshore and offshore establishment and tax advisory requirements of the fund.

  • Acted for Temasek Holdings in the establishment of a private foundation for corporate social responsibility causes that involved special applications for exemptions to the Ministry of Finance, the Monetary Authority of Singapore and the Inland Revenue Authority of Singapore.

  • Acted for Geneva-based law firm and a French private bank in setting up an exempt fund to be listed on the Singapore stock exchange investment funds quotation board.

  • Acted for Geneva-based law firm and a French private bank in setting up the Singapore exempt fund manager office for the private investment holdings of several European based family offices.

  • Acted for Geneva-based law firm and a French private bank in setting up a private equity fund for private banking clients.

  • Acted for a French private bank in setting up a Singapore residential property fund for private banking clients in Japan.

  • Advised Morgan Stanley Capital Partners Ltd Partnership and Ropes &Gray on fund offering requirements.

  • Acted for AIG Group in their investment into a fund comprising a Cayman Island Limited Partnership and another fund comprising a Cayman Island portfolio cell company.

  • Acted for Freshfields Bruckhaus Derringer regarding the licensing and offering requirements for Mena Infrastructure Fund.

  • Advised Mayer Brown International LLP on the licensing and recognition requirements for Calamos Fund (a Irish UCITS).

  • Advised Credit Suisse (Hong Kong) on licensing and disclosure requirements for Singapore offerings.

  • Advised the responsible managers for the Eagle Constellation Fund on capital reduction, capital distributions and continued operations of the Fund.

  • Advised Allied Irish Bank on the establishment and continued operations of the AIB Japan Fund.

  • Advised Goldman Sachs Singapore on the impact that the change in the Reserve Bank of India regulations for participatory notes would have in the Singapore context.

  • Advised Singapore-based wine fund manager on the establishment and continued operation of the Premium Grand Cru Wine Investment Fund.

  • Advised Highland Capital Management on the licensing requirements for Singapore-based fund management operations.

  • Advising Kilpatrick Stockton on licensing and conduct requirements of Singapore based fund management operations.

  • Advised Charlemagne Capital (Isle of Man) on licensing and fund requirements for Magna Umbrella Fund.

  • Acted for PCA International Funds SPC on the offering of a new close-ended Fund.

  • Acted for Questor Management Company with regard to Questor Partners Fund III, LP.

  • Acted for RGM Associates Pty with regard to RGM Film Fund.

  • Acted for Upstream Pte Ltd with regard to Venture capital fund.

  • Acted for Vertex Technology Fund on the early redemption of RCPS and Share swap.

  • Establishment of a hedge fund in Singapore by Amaranth Group Inc.

  • Participation in Indus Venture Fund (BVI) by Government of Singapore Investment Corporation and Temasek.

  • Investments in three broad-based funds by Government of Singapore Investment Corporation.

  • Co-sponsorship of various dedicated funds by Government of Singapore Investment Corporation.

  • Establishment of the US$100 million Merlion India Fund by Temasek and Standard Chartered Private.

  • Establishment of the Baring Communications Equity Asia Fund.

  • A European bank, involved as originator, in a distressed debt fund.

  • Establishment of First Overseas Bangkok Investment Fund.

  • Establishment of fund management companies by OCBC, Walden Group and WBL Corporation.

  • Formation of various venture capital funds totalling in excess of S$50 million by Philip Ventures.

  • Venture capital fund raising of US$5 million for a PRC internet technology services corporation.

  • Establishment of the Rothschild Ventures I and II Funds.

  • Establishment of the Hambrecht & Quist Fund I, II and III.

  • Establishment of several funds having a committed capital of about US$150 million by OCBC, Wearnes& Walden Management (Singapore) Pte Ltd and OCBC, Wearnes& Walden Mangement Ltd.

  • Establishment and fund raising of Flagship Capital Corporation Ltd, a private equity investment fund with a targeted fund size of US$110 million.

  • Establishment of the S.I. Technology Fund by Vertex, Singapore Technologies Group.

  • Establishment of several private equity funds in Cayman Islands by Abacus Capital (S) Pte Ltd.

  • Establishment of Pacven I and II.

  • Establishment of 3 Cayman Islands funds by HSBC Trustees.

  • Advised Prudential in relation to its GRA property fund.

  • Deutsche Asset Management (Asia) Ltd in the establishment of a Singapore Umbrella Fund and six sub funds to invest in the USA, Europe and Asia.

  • Allied Irish Bank with regard to establishment of feeder fund.

  • Banque AIG Shouken Kaisha on the DBS Triple Happiness Capital Guaranteed Fund and acting on behalf of Banque AIG with regard to Altisafe/Aspect fund.

  • Prudential Fund Management Services Pte Ltd in relation to the establishment and offering of a close-end fund.

  • Assisted Freshfields Bruckhaus Deringer with regard to establishing PXP Vietnam Fund Limited and in the further issue of shares in PXP Fund.

  • ICICI Bank Ltd in relation to the Singapore Offer of Dynamic India Fund IV.

  • Profitable Plots Pte Ltd with regards to establishing an Indian Real Estate Fund.

  • CIC Asset Management Singapore Ltd with regard to the establishment of fund.

  • Acted for BCEA Management Pte Ltd with regard to the establishment of the multilateral Fund L.P.
     

Retirement Benefits/Pension Plans

  • Establishment of the Schroder Retirement Benefit Plan by Schroder Investment Management (S) Ltd.

  • Private pension schemes/staff provision funds set up by various multinational corporations, including Rolex, Cerebos, and Shell.

  • Establishment of a fund for employees by DVB Bank Aktiengesellschaft.

  • Acted for Dow Jones & Co Inc. with regard to employee pension fund.

  • UOB umbrella pension fund set up by UOB Asset Management Ltd.

  • Acted for McDermott, Will &Emert LLP with regard to investment funds for employees.
     

General

  • Advised Blackrock Global Agricultural Fund on various tax issues/

  • Acted for Eagle Constellation Fund (Class C) Pte Ltd with regard to share capital reduction.

  • Acted for Citibank, Rabobank, UBS and Paribas, UOB Asset Management Ltd in drafting and reviewing private banking/private-client/institutional asset management documents.

  • Acted for Transpac Industrial Holdings Ltd in renewing a fund management agreement.

  • Advised various funds oninvestments in countries in Asia, including China, India, Indonesia, and Singapore.

  • Advised various issuers and intermediaries on investment-linked insurance products.

  • Advised the following fund managers and multinational corporations on regulatory, structuring, and tax issues:
    • ABN Amro Bank N.V.
    • ASC Capital Pte Ltd
    • Ascendas Pte Ltd
    • Asean Finance Corporation Ltd
    • Citi Global Asset Management
    • Credit Suisse Hong Kong
    • Delphi Automotive Systems Singapore Pte Ltd
    • Deutsche Asset Management (Asia) Limited
    • GAM Hong Kong Limited
    • Farallon Capital International Ltd
    • Fortis Private Banking Singapore Ltd
    • Global Forest Partners LP
    • Government of Singapore Investment Corporation Pte Ltd
    • ICICI Bank Limited
    • ING Asia Private Bank Ltd
    • JAIC Asia Capital Pte Ltd
    • Merrill Lynch
    • MC Private Equity
    • NIF Management (S) Pte Ltd
    • Nomura Jafco Investment Asia Pte Ltd
    • OCBC Wearnes
    • PAMA (S) Pte Ltd
    • Phoenix Asset Management (Singapore) Pte Ltd
    • Walden Management (Singapore) Pte Ltd
    • UBS AG
    • UOB Asset Management Ltd

Accolades

Chambers Asia-Pacific
Investment Funds 2016 – Leading firm

Leading Individual
Petrus Huang

"They give us practical solutions and have a good commercial sense. They are clear with the law and explain to us what is needed."

The Asia Pacific Legal 500 
Investment Funds 2017 - Tier 3

Leading Individual
Petrus Huang

Asialaw Profiles
Investment Funds 2016  - Highly recommended

Who’s Who Legal
Private Funds 2016

Recommended lawyer:
Petrus Huang

Finance Monthly Global Awards
Drew & Napier named Private Funds Law Firm of the Year 2012 Singapore

Asian-Mena Counsel ‘In-House Community Firm of the Year’
Alternative Investment Funds (including Private Equity) 2011- Honourable Mention

Practical Law Company Which Lawyer?
Recommended practice 2012– 2 consecutive years

Endorsed Individual:
Petrus Huang