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, 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 2019 – Leading firm for 12 consecutive years

Leading Individuals
Petrus Huang for 9 consecutive years

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."

Petrus Huang is well regarded for his investment funds expertise and his "extensive and comprehensive understanding of the regulatory regime in Singapore."

The Asia Pacific Legal 500 
Investment Funds 2019 – Leading firm for 3 consecutive years

Leading Individual
Petrus Huang for 3 consecutive years

Recommended Lawyer
Ron Cheng for 3 consecutive years

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".

Petrus Huang and Ron Cheng, who stand out for their "experience and knowledge", are strong in all aspects of funds management and private equity transactions together with regulatory regimes and related tax issues. 

A client notes Petrus Huang as “friendly and supportive;” Ron Cheng is praised for being “highly accessible and responsive.”

Best Lawyers International
Leading Individuals
Investment Funds 2020  Petrus Huang
Mutual Funds 2020 – Petrus Huang

Asialaw Profiles
Investment Funds 2019 – Highly Recommended for 5 consecutive years

Asialaw Market Leading Lawyers
Investment Funds and Private Equity 2018
Petrus Huang

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

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