Guide to Setting up a Hedge Fund in Singapore

In recent times, Singapore has emerged as a key hedge fund center in close competition with Hong Kong. The growth of hedge funds in Singapore can be attributed to several factors such as: Tax incentives for fund managers, licensing exemptions for certain fund managers and easy access to Asia's growing pool of High-Net-Worth investors. Other secondary factors that play an important role are Singapore's stable economy, its talented workforce, the central bank's reasonable industry regulations, a pro-business environment and excellent infrastructure. 

This guide provides a basic introduction to the hedge fund industry in Singapore, including licensing requirements and industry regulations. The information presented here is for general guidelines only and not meant to replace professional advice.

What Constitutes a Hedge Fund in Singapore?

According to the Monetary Authority of Singapore's (MAS) Code on Collective Investment Schemes (CIS), "there are different characteristics and investment strategies that define hedge funds. In general, a hedge fund seeks to deliver an “absolute” return independent of the directional move of equity, fixed income or cash markets. In considering whether a fund constitutes a hedge fund, the MAS will consider whether the fund: 

• Engages in strategies that use leverage, short selling, arbitrage, derivatives, and 
• Involves investment in non-mainstream asset classes i.e. investments other than listed equities, bonds and cash.

Structure of Hedge Funds

The two principal hedge fund structures are:

• Onshore funds and
• Offshore funds

Onshore Funds

An onshore fund is one that is constituted in Singapore and is consequently subject to the hedge fund licensing and regulatory regime of Singapore. Although onshore funds can be marketed to both domestic investors as well as foreign investors, they are primarily marketed to domestic retail investors in practice. The permitted fund structure for onshore funds are as follows:

1. Close-ended funds i.e. corporations,
2. Open-ended unit trust funds, and 
3. Limited Liability Partnerships (LLPs). 

Offshore Funds

An offshore fund is one that is constituted in offshore jurisdictions and is subject to offshore legislation. Sophisticated investors prefer offshore funds as it offers them privacy. Offshore funds can be offered to domestic investors in Singapore, subject to certain conditions.

Hedge Fund Licensing Requirements 

Licensing Requirements for Fund Managers and Distributors in Singapore

Small or boutique fund managers, with less than 30 qualified investors are exempt from licensing requirements in Singapore. All other fund managers and distributors (unless specifically exempted under certain conditions) need to hold only a single licence, either a Capital Markets Services licence or Financial Advisers licence, to conduct one or more financial services regulated activities.  

The Securities and Futures Act (SFA) regulates the following activities and issues a Capital Markets Licence to persons engaged in:

1. Dealing in securities
2. Trading in futures contracts
3. Leveraged foreign exchange trading
4. Advising on corporate finance
5. Fund management
6. Real estate investment trust management
7. Securities financing
8. Providing custodial services for securities 

The Financial Advisers Act (FAA) regulates the following activities and issues a Financial Advisers Licence to persons engaged in:

1. Providing advice on investment products including securities (which includes unit trusts), futures contracts, foreign exchange and leveraged foreign exchange contracts, and life insurance policies (which includes investment-linked life insurance products) and structured products
2. Issuing reports on investment products
3. Marketing collective investment schemes, i.e. unit trusts and
4. Arranging life insurance products 

Except for fund managers with less than 30 qualified investors and those who are specifically exempted under other conditions, any corporation or person who wishes to carry on business in any of the above mentioned regulated activities will need to obtain the requisite CMS/FA license or CMS/FA Representative license. A hedge fund manager operating under the exemption can market a fund managed by it but cannot market other third-party funds without a license. Additionally, there are no capital requirements for fund managers operating under an exemption. Note that exempt bodies will be required to comply with similar requirements on market conduct and practices as licensed bodies. For details on licensing requirements and exemptions, refer to Singapore Financial Services Licensing Guide. 

Licensing Requirements for Offshore Fund Managers 

Offshore fund managers who wish to market offshore funds to Singapore investors must be licensed or regulated in the offshore jurisdiction and must be 'fit and proper'.

Hedge Fund Marketing Regulations

Marketing Onshore Funds to Retail Investors in Singapore

• Disclosure requirements: In Singapore, all hedge fund marketing material including the cover page of the hedge fund prospectus should disclose the inherent risks of investing in a hedge fund and important information such as: Some investments may not be actively traded and may involve uncertainties, that only limited information on how the schemes will be managed will be available, that there is limited liquidity and that most of the underlying hedge funds are subject to minimal regulation etc.
• Minimum initial subscription requirement for different categories of funds is as follows:
  • For Single Hedge Funds: S$100,000 per investor
  • For Fund of Hedge Funds (FoHF): S$20,000 per investor
  • For for capital protected/guaranteed hedge funds: No minimum subscription amount
• Qualifications of Fund Managers: Hedge fund managers should have at least 2 executives. Each executive must have at least 5 years of hedge fund management experience. An additional requirement of 3 years FoFH management experience is required for managers of FoFHs
• Investing in other schemes: A Singapore single hedge fund may invest in another single hedge fund which is not a feeder fund. Similarly, a Singapore FoHF may invest in another FoHF which should only invest directly in other hedge funds and not through another FoHF or a feeder fund.
• Limited liability: The liability of investors must be limited to their investment in the scheme.
• Diversification of FoHFs: A FoHF should be diversified across at least 15 hedge fund managers.

Marketing Offshore Funds to Retail Investors in Singapore

An offshore fund can be marketed to retail investors in Singapore subject to the following conditions:

• The fund must be recognized by the MAS. The fund manager must be licensed or regulated in the offshore jurisdiction (where its principal place of business is based) and must be 'fit and proper'.
• The offshore fund's prospectus or profile statement must be approved by the MAS. 
• The offshore jurisdiction in which the scheme is constituted must offer adequate protection to investors in Singapore, comparable to that provided by the Singapore Securities and Futures Act (SFA) for onshore funds. 
• The investment guidelines of the offshore jurisdiction that govern offshore funds must be substantially similar to that of Singapore's. The foreign fund manager is not required to move to Singapore to market the offshore fund. However, there must be a Singapore based representative, for the scheme, to act as a liaison between investors and the foreign manager. The representative must be an individual, a company incorporated in Singapore, or a foreign company registered in Singapore under the Companies Act.
• A prospectus in compliance with Singapore Securities and Futures Act (SFA) must be lodged and registered with the MAS. 
• The fund manager (together with its related companies) must manage at least S$500m of discretionary funds in Singapore.
• The minimum initial subscription requirement for different categories of funds is as follows:
  • For Single Hedge Funds: S$100,000 per investor
  • For Fund of Hedge Funds (FoHF): S$20,000 per investor
  • For for capital protected/guaranteed hedge funds: No minimum subscription amount

Marketing Onshore and Offshore Funds to Accredited Investors and Other Relevant Persons in Singapore

Onshore and offshore hedge funds that are marketed to accredited investors, as defined in Sec 4(A) of the Securities and Futures Act of Singapore, do not require the submission of a prospectus or any other offering document to the MAS. Note that accredited investors must have a minimum total net asset size or annual income exceeding a certain amount prescribed by Sec 4(A) of the SFA or at a minimum of SGD 200,000 per transaction. 

Marketing Onshore and Offshore Funds to Institutional Investors in Singapore

Onshore and offshore hedge funds that are offered to institutional investors, as defined in Sec 4(A) of the Securities and Futures Act of Singapore, are exempt from prospectus requirements and  neither is there a requirement for any other offering document with the MAS. Furthermore, there are no minimum subscription requirements. 

Singapore Fund Management Tax Incentives

Singapore follows a territorial basis of taxation. In other words, companies and individuals are taxed mainly on Singapore sourced income. Foreign sourced income (branch profits, dividends, service income, etc.) will be taxed when it is remitted or deemed remitted into Singapore unless the income was already subjected to taxes in a jurisdiction with headline tax rates of at least 15%. Although the concept of locality of the source of income seems simple, in realty its application often can be complex and contentious. No universal rule can apply to every scenario.

In relation to hedge funds, the place of business will determine the source of income. For instance, an offshore hedge fund managed by a Singapore based fund manager may be liable to tax in Singapore, by virtue of the active role played by the fund manager in managing the investments of the fund. In other words, the fund will be deemed as "carrying out business in Singapore" and income derived from the fund may be considered as Singapore sourced income and therefore liable to tax in Singapore. However, Singapore has introduced certain tax incentives and exemptions to reduce or eliminate such tax liability. 

Tax Exemptions for Offshore Funds 

An offshore fund that is managed by a Singapore-based fund manager is exempt from Singapore tax on specified income from designated investments, provided the offshore fund is a qualifying fund. Specified income refers to profits, gains, dividends and interest from designated investments. Designated investments include traditional investments such as stocks, shares, securities, bonds, deposits, futures contracts etc. A qualifying fund is one that:

• Is not 100% beneficially owned by Singapore investors including Singapore resident individuals, Singapore resident corporate entities and Singapore-based permanent establishments of non-residents,
• Does not have a Singapore presence, and
• Can only be in the form of companies, trusts or individual accounts. 

A qualifying investor also enjoys tax exemptions on income derived from qualifying funds. A qualifying investor is:

• An individual investor
• A bona fide non-resident non-individual investor that:
  • does not have a Singapore presence or business activity (other than a fund manager), or
  • has a Permanent Establishment in Singapore but does not use funds from its operation in Singapore to invest in the qualifying fund.
• Certain specified Singapore government entities
• A Singapore resident corporate investor that owns not more than 30% or 50% (if the fund has 10 or more investors) of the qualifying fund.

Tax Exemptions for Onshore Funds

In 2006, the Singapore government introduced the Singapore Resident Fund Scheme, under which the above mentioned tax exemption scheme for offshore funds was extended to funds constituted in Singapore as well, subject to the following conditions:

• The fund vehicle must only be a company, 
• The fund must be constituted in Singapore and have its administration performed in Singapore, and
• The fund must be approved by the MAS. 

This scheme has boosted the fund management industry in Singapore as it offers an additional advantage of Singapore's extensive treaty network that helps to reduce tax liability in treaty countries that the fund invests in. 

Enhanced Tier Fund Management Scheme

With effect 1 April 2009 to 31 March 2014, an enhanced tier has been introduced to the existing fund management incentives for funds with a minimum size of S$50 million, at the point of application, amongst other conditions. Under the enhanced tier there will are no restrictions imposed on the residency status of the fund vehicles as well as that of investors. The enhanced tier also applies to funds that are constituted in the form of Limited Partnerships. Additionally, the 30% or 50% investment limit imposed on resident non-individual investors has been lifted for funds that come under this enhanced tier.

Concessionary Tax Rate for Fund Managers

Under the Financial Sector Incentive Scheme for Fund Managers, fund managers in Singapore are taxed at a concessionary rate of 10% on fee income, subject to certain conditions and MAS approval. This scheme applies to fund managers who employ at least three fund management or investment advisory professionals. The professionals' basic monthly income must exceed S$3,500. 

On a Final Note:

Asia's fund management industry is experiencing exponential growth and Singapore's industry-specific tax incentives and light regulatory measures makes it an attractive hedge fund destination. Moreover, Singapore offers a stable pro-business environment, excellent infrastructure, a competent labor force and easy access to High-Net-Worth investors. The number of hedge funds and Assets Under Management of Singapore's hedge fund industry for 2008 was 350 and S$61 billion, while for 2007 it was 300 and S$80 billion. 

Related Topic: Singapore Company Registration