SINGAPORE Law and Practice Contributed by: Woon Hum Tan, Shook Lin & Bok LLP
The time taken to set up an LP fund, company fund or VCC fund can range from a few days to a few weeks, and this is largely dependent on the negotiation of the terms of the LP agreement, investment agreement and subscription agreement (as may be applicable) between the parties. The incorporation/registration fee for a VCC is SGD8,000. The professional fees for setting up LP funds, company funds and VCC funds are considered reasonable. Pre-Marketing For the statutory exemptions for small offers, private placements and offers to AIs and certain other per - sons (see 4.6 Private Placements ), none of the offers may be accompanied by an advertisement making an offer or calling attention to the offer or intended offer, and there must be no selling or promotional expenses paid or incurred in connection with each offer other than those incurred for administrative or professional services, or by way of commission or fee for services rendered by certain prescribed persons. Apart from this, there are no express legal requirements or pro - hibitions against pre-marketing of alternative funds in Singapore. Any offer of units in alternative funds must be made pursuant to the statutory exemptions under the SFA and comply with the conditions applicable to the exempt offering. In the absence of any other formal offering docu - ments, a presentation, flipbook or teaser document (in print or other form) containing the key terms of an investment in the alternative fund such that it practi - cally forms the basis of the offer might be considered a form of offering document. Much depends on the actual facts, and the details and substance found in such documents. Distribution or Placement of Funds See 4.4 Rules Concerning Marketing of Alternative Funds and 4.6 Private Placements . Post-Marketing Ongoing Requirements There are no specific ongoing legal requirements applicable to firms that have marketed alternative funds in Singapore, except for ongoing prevention of money laundering and countering the financing of terrorism (AML/CFT) and suspicious transaction moni - toring requirements that are generally applicable to
the holder of a CMS licence for fund management (Licensed FM). See 3.3 Regulatory Regime for Man- agers . 2.3 Disclosure/Reporting Requirements Fund managers are required to provide adequate dis - closures to investors and prospective investors in the alternative funds. Disclosures are usually made in the PPM and should cover all material and up-to-date information that will assist investors and prospective investors to make informed decisions about invest - ing in the funds. The information should include (on a non-exhaustive basis): • names of the funds and sub-funds; • a description of the funds and sub-funds; • names and details of the fund managers, and other professionals and main service providers; • legal structures and regulatory statuses of the funds; • investment strategies, theses, approaches, restric - tions and limitations of the funds; • risks associated with the funds; • fees and charges applicable to the funds; • conflicts of interests; • how the funds are to be offered in Singapore and which statutory exemptions are invoked for the offers; • subscriptions, transfers, redemptions, exits, sus - pensions, valuations, terms and conditions; • gatings and lock-ups; • restrictions on transfers and redemptions; • distributions, if any; • leverage, if any; • the charter life of the funds; • side letter policies and arrangements; • details on where the past performance and accounts of the funds may be obtained; and • termination. If there are material changes to the terms and condi - tions of the alternative funds, or to any sections of the PPM, it is likely that an amendment or supplement to the PPM will need to be issued with a notice to the investors who have invested with the funds. Where the alternative funds are offered to non-retail investors, there are statutory exemptions from the
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