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, Variable Capital Company (VCC) and private equity transactions, and real estate investment trusts (REITs); 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. Our lawyers also have considerable experience advising on matters in relation to public REITs, real estate business trusts and property funds.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 funds transactions.

Our Experience

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

MAS Registered Funds
We advise various issuers and intermediaries in relation to investment-linked insurance products. Matters in which we have acted in include:

• 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
We also have comprehensive experience across wide range of fund raising transactions. We are regularly consulted by investment portfolio companies and trustees on investment and trade sale transactions. We have represented clients in a variety of funds and fund management transactions, such as:

• 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 operates across 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 licensed Trustees in the registration and offering of an Asean IPO Fund for retail investors in Singapore.
• 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 major financial institution in re-constituting its Mauritius fund, which was invested in India, as a Singapore-resident fund.
• For a list of our Private Equity, Venture Capital and Hedge Funds experience, please click here. 

Real Estate Investment Trusts (REITs) and Property Funds
Our group also advises on the structuring, initial public offerings and listings of REITs and property funds, as well as related secondary offerings, and post-IPO transactions and corporate actions including rights and placement issues of various REITs and property funds.

• 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 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).
• Advising the shareholders of 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 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.
• 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.
• 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 for a French private bank in setting up a Singapore residential property fund for private banking clients in Japan.
• Acted as counsel to SG Trust (Asia) Ltd in the structuring of a fund targeted at Australian distressed real estate assets.
• Advised Profitable Plots Pte Ltd with regards to establishing an Indian Real Estate Fund.
• Advised a European global investor group in setting up their authorised Singapore property fund.
• Advised Prudential in relation to its GRA property fund.

Retirement Benefits/Pension Plans
Our lawyers also assist in the setting up of retirement plans and pension plans by investment managers and global conglomerates. Some of our notable achievements include:

• 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 & Emery LLP with regard to investment funds for employees.  

General
Other funds matters our lawyers have been involved in include:

• 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 on investments 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 2024 – Leading firm for 17 consecutive years
Ron Cheng – Leading individual for 2 consecutive years

"Drew & Napier is beyond capable of navigating through unique, first of their kind investment projects that entail great complexity and sophistication across multiple disciplines."

 "Drew & Napier provides excellent service and is highly experienced and knowledgeable. The team is very responsive and efficient. The firm is very aware of the balance of commercial interests and credit risk and is able to advise and act accordingly."

"Mr Ron Cheng is a talented and highly skilled lawyer who comprehends complex investment strategies and is highly sensitive to commercial viabilities. He works round the clock to deliver tier 1 deliverables."

"Ron is very experienced, knowledgeable and responsive. He is sensitive to clients' interests and is great to work with."

"Ron Cheng has displayed a top-notch level of professionalism and competencies. His commitment to perfection and service is unmatched. He is undoubtedly one of the best legal counsels we have met."

"Drew & Napier is able to comprehend our fund strategies and provide necessary assistance and advice. Its responsiveness is always top notch."

"The team is able to provide holistic connections between projects."

The team “is extremely proficient and professional in the investment management industry with thorough knowledge of the Securities and Futures Act as well as the most up-to-date trends and practices in regulatory compliance.”

“Will carefully consider the client's situation and offer custom commercially-viable solutions rather than template churning which might not be suited to the scenario.”

“The firm has an excellent depth of knowledge and strong bench. They are responsive and commercial.”

"The department is known for its dedication and responsiveness, as well as its commercial outlook and focus on achieving the best solutions for its clients." The team wins praise for the quality of the work, with one client remarking: "They are efficient, dedicated to their clients, enjoyable and easy to do business with."

"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 2024 – Leading firm for 8 consecutive years

Leading Individual
Ron Cheng for 4 consecutive years, previously a Recommended Lawyer for 4 consecutive years

“The team at Drew & Napier LLC are very experienced and knowledgeable. They are also responsive and able to articulate the legal concepts clearly to clients.”

“Ron Cheng is experienced and knowledgeable, especially on matters pertaining to investment funds. He is able to explain the legal concepts clearly and concisely to clients and to assist with their requirements.”

“The full-suite team at Drew & Napier is able to breakdown complex problems and provide comprehensive and innovative solutions.”

“Ron Cheng has proved to be top-tier with his professionalism, in-depth knowledge, capability to breakdown complex problems and create innovative solutions.”

“Drew & Napier is a top full suite law firm that provides unparalleled levels of professionalism and competency to their clients.”

“The team at Drew & Napier has empowered fund managers to think out of the box and create investment products and structures that has never been done before with the team’s innovative solutions.”

“Our fund documents drafted by Drew & Napier demonstrates a high level of dedication to tailored services that demands perfection.”

“Drew & Napier provides a much higher level of responsiveness and transparency.”

“Mr Ron Cheng, the co-head of investment funds at Drew & Napier, has demonstrated unparalleled levels of professionalism and competencies. His responsiveness to communications is unmatched by any other legal counsel we have worked with. His capability to clearly dissect and compartmentalise information has allowed him to comprehend and provide solutions for some of the most complex cases or structures we presented.”

“Ron Cheng from Drew & Napier LLC is very experienced and knowledgeable on legal matters pertaining to fund structures. He is also very responsive and can explain legal concepts clearly to clients.”

"Based on my experience working with Drew & Napier LLC so far, they are extremely knowledgeable about fund structures and investment vehicles. They also keep themselves up to date on the various developments within the industry. They provide professional advice and guide clients on practical issues."

"Drew and Napier LLC went above and beyond to provide exceptional legal services and advice to my firm. When presented with complex and unconventional cases, the team at Drew and Napier LLC were able to comprehend, navigate and provide us with tailored solutions quickly and professionally. In addition, we have received invaluable industry insight and advice from them to improve on our investment product. We have found communications and reply to be almost immediate and work delivered in a timely manner. Legal fees are transparent with all indicative fees being advised upfront. The team at Drew and Napier LLC also provides us with consistent updates on the fees throughout the cases. We are honoured to be a beneficiary of the hard work and professionalism of a truly exceptional team.’"

“The team is reputable for their professional knowledge and overall competencies. And given the extremely competitive investment management market, I really appreciate them for being the firm that has the lowest turnaround time for tasks assigned to them.”

‘In particular, Ron Cheng, whom I work closely with, has demonstrated that he has a strong grasp of the legal matters for fund structures. Rather than just providing template advice, he would provide advice tailored to the client’s situation and would also highlight the practical matters which clients have to take note of. Ron is also extremely responsive and is able to put across complex legal issues to clients in a clear and concise manner.’

“His expertise and ability to navigate through complex and unconventional fund structures is admirable. He provides honest and insightful opinions on how we can improve on our work which we are forever grateful. I also truly admire his work ethic and how he is always there for his client even when he was on leave.”

“Ron Cheng is capable to analyse complex fund structure, provide exception innovative strategy, and execute his task effectively and efficiently.”

"Knowledgeable, professional, and dedicated" corporate lawyers

Experienced in all aspects of funds, funds management and private equity transactions, and is "well versed in the local regulatory requirements as well as foreign market standards".

The team is commended for being “excellent”, “flexible” and “responsive”, and the firm is also "well connected within the fund industry in Singapore, South-East Asia and beyond."

A client notes that the team is "always responsive and commercial and can handle the straight-forward matters as well as the more complex", praises the team as a "go-to firm for all Singapore funds work".

A client praised Ron Cheng for being “highly accessible and responsive.”

IFLR1000: The Guide to the World’s Leading Financial Law Firms 
Investment Funds 2023 – Leading firm for 4 years
Ron Cheng – Highly Regarded for 2 consecutive years

“Drew & Napier have demonstrated their professionalism in the engagement. They are responsive to our clients' needs and are able to explain complex concepts to the clients in a clear and concise manner.”

“Extremely knowledgeable on this topic (despite it being relatively new).”

“The firm possesses a broad understanding of industry-specific regulations and the legal landscape that allows it to navigate through complex and sophisticated matters across multiple disciplines. The team's in-depth knowledge of investment strategies and fund operations has allowed it to craft top-notch legal documents which, in turn, contribute greatly to the success of the fund.”

“Very responsive and considers the best solution suitable for the fund, not just a cookie-cutter answer.”

Ron is “attentive, very knowledgeable, detail-oriented to the matter at hand”, “friendly and approachable”, and has “deep industrial knowledge and fast turnaround.” He is also “very responsive and will work quickly to solve problems working late into the night. Looks out for client's interests and points out potential downsides.”

“Mr. Ron Cheng is a talented and highly skilled lawyer who is capable of comprehending complex investment strategies and structure. He possesses a broad understanding of legal frameworks across multiple disciplines while being highly skilled and updated in investment fund-related regulations.”

“Ron is experienced, skilled and responsive.”

“Ron is very responsive to clients' queries, even outside of the regular working hours. He is also able to explain complex legal concepts to the clients in a clear and concise manner.”

"Drew & Napier was very professional about their job and provided plenty of insights on cross jurisdiction implications that may affect our investments. They also liaise with counterparts' legal counsel to vet through relevant legal documents that are detrimental to the success of our investments. They found several questionable clauses in our counterpart's legal documents that were subsequently amended. Thus they played a vital role in our risk management framework." 

"Drew & Napier has been very responsive and professional. We find that they are very experienced in what they do and are able to provide invaluable insight and advice." 

"Drew & Napier are professional and responsive. They are also knowledgeable on the subject matter and able to answer clients’ queries." 

“Drew & Napier is professional and knowledgeable in the investment fund space. Which translates to high level of reliability. Drew & Napier is also extremely responsive to our queries and job request. This allows us to compete and move faster than others in this extremely competitive environment.”

"Professional and knowledgeable. Able to highlight areas of potential risk that we missed out on."

“[Ron] demonstrated that he has a strong grasp of the various legal issues for investment funds. He is also very familiar with different fund vehicles and structures. Ron is truly a leading lawyer in his field, and I would not hesitate to recommend him to our clients.”

“[Ron] was professional throughout the process and committed to our project and the dateline. He was very responsive to all our enquiries. We managed to launch the fund within two months, very much of the credit goes to him, who was working around the clock to have the legal document produced in time.”

“Ron is attentive to details and tries to understand the whole picture before advising the final expected results.”

“Thorough approach, but at the same time easy going and pleasant to deal with.”

“The law firm offers a full spectrum of specialties and an extremely professional and proficient legal team. It allows us to be creative and innovative towards the fund's structuring.  The law firm takes the initiatives to consistently provide valuable honest opinions. In my opinion, this is attributable to the firm's commitment and care for their clients.  In addition, the law firm has an unmatched speed when responding to and executing our queries and instructions respectively. The firm also consistently sends out reminders on matters we have discussed and are required to follow up on our part. With such good standards of services, I feel that the firm's charges are adequately priced and value for money.”

“Superb response and turnaround time; very good knowledge and understanding of the brief; easy to communicate and always available to discuss; very good fee structure; and approachable partners and associates.”​

“Very high level of legal services of all kinds, as required by public companies and fund managers.”

asialaw Profiles
Investment Funds 2023/2024 – Recommended for 10 consecutive years
Private Equity 2023/2024 – Highly Recommended for 6 consecutive years

“Lawyers have a good knowledge of Singapore law and are responsive.” 

“The law firm was able to advise and recommend a proper and adequate structure for the execution of the fund. The law firm extend that advice outside their job scope, into matters such as tax and accounting standards.” 

“Responsive and well experienced in investment fund structures and set up, add value on related areas such as family trusts and family offices, local regulatory requirements.” 

A client is “very satisfied with the quality, professionalism and timeliness of the work offered by Drew & Napier.”

“Ron is very professional, knowledgeable and efficient. I am very pleased with his work.”

asialaw Leading Lawyer
Investment Funds 2023/2024
Ron Cheng – Notable Practitioner

Ron was commended by clients who said:

“Knowledgeable and able to understand and meet the client's needs.”

“Ron has been extremely meticulous when it comes to his work. He ensures that he covers all angles and risks that the fund may encounter locally or abroad. Ron is able to understand complex problems and comes up with innovative solutions and structure.”

“Ron was responsive and attentive to our needs, despite facing multiple urgent matters. Was experienced and knowledgeable on the relevant areas of law that he advised on, including providing insights such as non-public insights from regulators.”

"I, and my companies, rely on Ron's expertise and legal acumen, which he delivers with speed and precision. He is my corporate legal adviser of choice, and I am very pleased with our outcomes working together. He deserves the title of a leading individual in his field of expertise.” 

“Ron is extremely well versed and professional. He is able to provide meaningful and valuable insights into how we can plan and execute our funds more effectively. Ron's work is prompt and always deliver the work within the given timeline.” 

The Straits Times – Singapore’s Best Law Firms 2024
Rated 5 stars for Investment Funds Law for 2 consecutive years in the Singapore’s Best Law Firms 2023 survey by Singapore’s largest circulating broadsheet, The Straits Times, and international research company, Statista.