Regulation, licensing and registrationPrincipal legislation and regulatory bodies
What principal legislation governs hedge funds in your jurisdiction? Which regulatory bodies have authority over a hedge fund and its manager in your jurisdiction, and what are their audit and inspection rights?
Hedge funds and Singapore fund managers are primarily regulated by the Singapore Securities and Futures Act (SFA) and its subsidiary regulations and rules. Fund management is a regulated activity under the SFA, and the regulatory authority administering the SFA is the Monetary Authority of Singapore (MAS).
Depending on the legal form of the hedge fund, other legislation that would govern the fund entity may include the Singapore Companies Act, the VCC Act or the Limited Partnerships Act.
The MAS has audit and inspection rights over Singapore registered and licensed fund managers. This includes the right to conduct audits on any outsourcing arrangement between a Singapore fund manager and its service providers, including accessing and inspecting any outsourced service provider and its subcontractors, and to request for reports on the security and control environment of such service providers in relation to the outsourcing arrangement.Reporting and disclosure requirements
What key reporting and disclosure requirements apply to hedge funds in your jurisdiction?
The relevant reporting and disclosure requirements to both the MAS and investors of the hedge fund arise by virtue of the licensing or registration status of the Singapore fund manager.
With respect to investors, a Singapore fund manager is required to ensure that there are adequate disclosures to investors in respect of each hedge fund it manages. At minimum, it should cover, among other things, the investment policy, strategy and associated risks of the fund; the terms with respect to fees, termination or exit; and the fund’s valuation policy and performance measurement standards.
The Singapore fund manager is also subject to numerous reporting and notification obligations to the MAS, including but not limited to notifying the MAS where the Singapore fund manager ceases to carry on business in any or all regulated activities, seeking prior approval from the MAS of any changes of members or shareholdings that would result in a change of control of the Singapore fund manager above a prescribed percentage threshold, and reporting on the misconduct committed by a representative of the Singapore fund manager.Fund licensing and registration
What regulatory approval, licensing or registration requirements apply to hedge funds in your jurisdiction? Does it make a difference whether there are significant investment activities in your jurisdiction?
With respect to hedge funds incorporated in Singapore, aside from the initial filings to incorporate the fund with the Singapore Accounting and Corporate Regulatory Authority, the fund is not required to register as an investment company or mutual fund with the MAS, except as described below.
Singapore-domiciled retail funds offered to the public are required to comply with the relevant authorisation and prospectus registration requirements with the SFA.
Where a Singapore hedge fund intends to offer interests to ‘accredited investors’ (as defined under the SFA and generally including high net worth individuals or corporations with net assets exceeding a certain threshold) in Singapore pursuant to the offering exemption under section 305 of the SFA, the hedge fund would need to be notified as a restricted scheme under the MAS online platform known as ‘CISNet’. The main condition for the entry of the fund into the MAS’s list of restricted schemes is that the fund manager must be licensed or regulated to manage the assets of the restricted scheme in the jurisdiction of its principal place of business, and be a fit and proper person in the opinion of the MAS. The offer of interests must, among other things, be accompanied with an information memorandum that complies with certain disclosure requirements prescribed by the SFA.Fund manager registration
Is a hedge fund’s manager – or any of its officers, directors or control persons – required to register as an investment adviser in your jurisdiction?
Yes. Under the SFA, a person may not, whether as principal or agent, carry on business in any regulated activity or hold himself or herself out as carrying on the business unless he or she is the holder of a CMS licence for that regulated activity or is exempt from the requirement to hold a CMS licence.
Accordingly, to the extent that a Singapore hedge fund is managed by a Singapore-based manager, the Singapore fund manager is required to hold a CMS licence for fund management unless it is exempted from the requirement to do so.
Specifically, where a non-retail Singapore fund manager intends to carry out fund management activities on behalf of ‘qualified investors’ (which are generally defined to include accredited investors and institutional investors, as defined under the SFA), it may consider either (1) registering as a registered fund management company (RFMC) or (2) applying for a CMS licence for fund management as an accredited and institutional licensed fund management company (AI LFMC).
An RFMC’s assets under management shall not exceed S$250 million, and it shall not serve more than 30 qualified investors (of which not more than 15 are funds), and the underlying investors of such funds must be accredited investors or institutional investors, or both. An AI LFMC can only serve accredited investors and institutional investors, and the underlying investors of any funds it manages must also meet this eligibility criteria. An AI LFMC can only commence business following the issuance of its CMS licence in fund management.
Any individual who will conduct, on behalf of the Singapore fund manager, fund management or other regulated activities that are integral to fund management will be required to be appointed as a representative of the manager. The representative appointment process involves the submission to the MAS of a Form 3A for each individual and, assuming that the MAS has no objections to the appointment, the entry of the individual’s name into the MAS online register of representatives.
An overseas manager cannot perform fund management activities in Singapore or actively offer or market funds to clients in Singapore without being properly licensed or regulated by the MAS for the conduct of relevant regulated activities, or being exempted from the same.Fund manager qualifications and other requirements
Does your jurisdiction impose any specific qualifications or other requirements on a hedge fund’s manager or any of its officers, directors or control persons?
Yes. Assuming a Singapore hedge fund is being managed by a Singapore non-retail fund manager that is as an RFMC or an AI LFMC, the manager would be subject to numerous specific qualifications and requirements.
RFMCs and AI LFMCs are subject to key eligibility criteria and ongoing requirements. These include that it must carry on fund management business for qualified investors only; it must be a Singapore incorporated company and have a permanent physical office in Singapore that is dedicated and secure; and it must satisfy the MAS that its shareholders, directors and representatives, and the manager itself, are fit and proper in accordance with the MAS Guidelines on Fit and Proper Criteria.
There must be at least two directors on the board, who each have at least five years’ relevant experience, including managerial experience or experience in a supervisory capacity. At least one director must be appointed as an executive director and one CEO must be appointed, although these individuals may take on multiple appointments within the Singapore fund manager.
Representatives (individuals who conduct the regulated activity of fund management) may include the directors and CEO of the manager. There is a minimum requirement of two full-time representatives residing in Singapore.Political contributions
Are there any rules – or policies of public pension plans or other governmental entities – in your jurisdiction that restrict, or require disclosure of, political contributions by a hedge fund’s manager or investment adviser or their employees?
Under the Political Donations Act, political associations may only accept donations from 'permissible donors', which is defined to mean (1) individuals who are Singapore citizens and not below 21 years old, (2) a Singapore-controlled company that carries on business wholly or mainly in Singapore or (3) in relation to a candidate, any political party a candidate is standing for at an election.Use of intermediaries and lobbyist registration
Are there any rules – or policies of public pension plans or other governmental entities – in your jurisdiction that restrict, or require disclosure by a hedge fund’s manager or investment adviser of, the engagement of placement agents, lobbyists or other intermediaries in the marketing of the fund to public pension plans and other governmental entities? Are there any rules that require a fund’s investment adviser or its employees and agents to register as lobbyists in the marketing of the fund to public pension plans and governmental entities?
We are not aware of any rules that require a fund’s investment adviser or its employees and agents to register as lobbyists (or similar persons) in the marketing of the fund to public pension plans and governmental entities.Anti-money laundering regulations
What anti-money laundering rules and requirements apply to hedge funds in your jurisdiction?
The anti-money laundering and countering the financing of terrorism (AML/CFT) laws and regulations in Singapore apply to Singapore-regulated fund managers (including RFMCs and AI LFMCs) of Singapore hedge funds.
These AML/CFT laws include:
- the Notice to Capital Markets Intermediaries on Prevention of Money Laundering and Countering the Financing of Terrorism(MAS Notice SFA04-N02);
- the Guidelines to MAS Notice SFA04-N02;
- the Notice on Reporting of Suspicious Activities and Incidents of Fraud;
- the Terrorism (Suppression of Financing) Act; and
- the Corruption and the Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act.
As part of its AML/CFT obligations, a Singapore fund manager would need to, among other things, conduct ‘know your customer’ due diligence on the investors of a Singapore hedge fund, verify an investor’s identity and source of payment and, where applicable, the identity of any beneficial owners of such investors.
The Singapore fund manager would also need to keep and maintain documentary records relating to their customers’ identities and transactions undertaken for a minimum of five years. It is further required to report suspicious transactions to the MAS to blow the whistle on suspected money laundering transactions.
Specifically, for Singapore hedge funds incorporated as VCCs, the MAS has issued Notice VCC-N01, which prescribes that a VCC shall exercise due diligence when dealing with customers (as well as natural persons appointed to act on the customer’s behalf, connected parties and beneficial owners of the customer), guard against establishing any business relations or undertaking any transaction that may be connected with money laundering or terrorism financing and, to the fullest extent possible, cooperate with the relevant Singapore law enforcement authorities to prevent money laundering and terrorism financing.Data security and privacy regulations
What data security or privacy rules and regulations apply in your jurisdiction regarding the protection and handling of private data about a hedge fund or its investors?
The primary legislation governing data security and privacy in Singapore is the Personal Data Protection Act 2012 (PDPA). The regulatory authority that administers the PDPA is the Singapore Personal Data Protection Commission (PDPC).
Generally, a Singapore organisation must designate one or more individuals to be the data protection officer responsible for the organisation’s compliance with the PDPA and to make available to the public the business contact information of such individual.
The obligations under the PDPA include:
- making information about data protection policies, practices and complaints process available upon request;
- notifying individuals of the purposes for which personal data is collected, used or disclosed;
- obtaining consent from an individual for the collection, use or disclosure of that individual’s personal data, and to allow the individual to withdraw such consent;
- only collecting, using or disclosing personal data for the purposes that a reasonable person would consider appropriate under the given circumstances and for which the individual has given consent;
- making reasonable effort to ensure that the personal data collected is accurate and complete, especially if it is likely to be used to make a decision that affects the individual or to be disclosed to another organisation;
- making reasonable security arrangements to protect the personal data in the organisation’s possession to prevent unauthorised access, collection, use, disclosure or similar risks;
- ceasing retention of personal data or disposing of it in a proper manner when it is no longer needed for any business or legal purpose;
- transferring personal data to another country only according to the requirements prescribed under the regulations, to ensure that the standard of protection is comparable to the protection under the PDPA;
- upon request, providing individuals with access to their personal data as well as information about how the data was used or disclosed within a year before the request; and
- in the event of a data breach, taking steps to assess if the breach is notifiable. If the breach is likely to result in significant harm to individuals, or is of significant scale, organisations are required to notify the PDPC and the affected individuals as soon as practicable.