www.drewnapier.com

 

Firm Profile

 

Drew & Napier LLC Funds practice group is a top-tier team acting for a variety of clients in the field of fund management and advice on regulatory, compliance and tax matters. Our Group advises on the structuring, establishment, promotion and operation of different kinds of funds, including partnerships and companies, authorised, recognised and restricted collective investment schemes and various forms of asset management arrangements. We also have extensive experience working on fund raising transactions and trade sale transactions across a wide range of market sectors and provide advice on all aspects of private equity, including venture capital investments and restructurings and taking such companies for initial public offerings and listings on SGX mainboard, SGX Catalist, OTC Capital and AIM. Our Group consists of a strong team of corporate lawyers experienced in all aspects of fund, fund management and private equity transactions, from structuring to negotiating, documenting and implementing. Our extensive experience and understanding of fund management work, how funds operate generally and private equity investments, has allowed us to accumulate expert knowledge of the regulatory treatment of funds and their managers and the issues and trends in structuring private equity transactions. 
 
WHAT WE HAVE ACHIEVED 
 
Some fund and fund management transactions in which our lawyers have been involved in advising include:
 
  • MAS Registered Funds 
  • Establishment of 6 retail funds by Deutsche Asset Management (Asia) Limited 
  • 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 3 India funds by Citicorp Trustee (Singapore) Ltd 
  • GAM Asset Management Limited in the recognition of numerous GAM Funds 
  • Scudder Global Opportunities Funds SICAV and Deutsche Asset Management (Asia) Limited in the recognition of the Scudder Global Opportunities Funds SICAV Private Equity, Venture Capital and Hedge Funds
  • Acting as counsel to the establishment of Raffles Venture (Direct) Pte. Limited targeted at accredited and institutional investors. The Fund’s target fund size was S$20 million. The Fund will invest into early stage technology, innovation or intellectual property-based startup companies especially in the areas of new media and medical technology. The founders of the Fund manager have had many years of experience not only in the management and investment of funds, but also in research and development. 
  • Acting for two private equity funds in the proposed subscription into an online gaming entertainment company for an amount of approximately US$10 million
  • Acting as counsel to 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 is approximately €50 million (S$99.54 million) and further subscriptions of assets-in-kind will total up to €4 billion (S$7.97 billion). The Fund was established by a leading global private equity group in the beverage sector across Europe and Africa.
  • Acting as counsel to the establishment and intended listing of a family office exempt fund. The fund will comprise assets of a family office group in the food sector in Europe. 
  •  Acting as counsel to the constitution and to the fund manager of the Veritas I Fund, a Singapore-constituted open-ended umbrella unit trust comprising two sub-funds, which was launched in September 2008. The size of Veritas I is approximately US$50 million. 
  • Acting 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. 
  • Acting as counsel to the constitution and to the fund manager of the SG Merlion Solutions XXI Diversified Assets Fund and the Smart Energy Fund. 
  • Acting as counsel to SG Trust (Asia) Limited in relation to the structuring of a fund targeted at Japanese distressed real estate assets
  • Acting in the setting up of regional fund operations for Societe General’s real estate fund operations for the Asian region. 
  • Acting as counsel to SG Trust (Asia) Limited in relation to the structuring of a fund targeted at Australian distressed real estate assets 
  • Acting as Singapore counsel to Japanese lead counsel in considering the structuring of a Singapore Limited Liability Partnership structure for ProLogis Japan fund.
  • Acting as Nomura Asia Investment (Viet Nam) Pte Ltd Nomura Holdings, Inc and JAFCO Co. Ltd in the investment for NJI Indo-China Development Fund 
  • Acting for clients of UBS in qualifying for the exempt fund manager status and the exempt inancial advisory status 
  • Acting for clients of Mayer Brown in obtaining recognition of the Calamos Fund as a Restricted Scheme 
  • Advised the Platinum Capital Fund Management group on (i) qualifying for exempt fund manager status and exempt financial advisor status for Singapore entities of the group; and (ii) obtaining restricted scheme status for four of its foreign collective investment schemes targeted at accredited investors 
  • Advised Evio Limited part of the BluFire Group on qualifying for exempt securities dealer status and on application for capital markets services licence for fund management 
  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the AIG International Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore 
  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the Lion Capital Investment Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore 
  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the Philips Capital Money Market Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore 
  • Advised Citicorp Trustee on the prospectus requirements and trust deed requirements for the UOB Optimix Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore 
  • Advised HSBC Trustee on the prospectus requirements and trust deed requirements for the United Global IPO Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore
  • Advised HSBC Institutional Trustee Services on the prospectus requirements and trust deed requirements for the SUT Global Ethical Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore 
  • Advised British Malayan Trustee on the prospectus requirements and trust deed requirements for the United Asia Fund, a retail collective investment scheme registered with the Monetary Authority of Singapore
  • Advising Qualitas Medical Group Ltd in its initial public offering of 22 million shares. The IPO is valued at S$5.5 million. 
  • Acting as counsel to the setting up of venture funds, Raffles Fund 1 Limited. Drew & Napier assisted the fund manager, Raffles Venture Partners Pte Ltd with both onshore and offshore establishment and tax advisory requirements of the fund. 
  • Acting for Temasek Holdings in the establishment of a private foundation for corporate social responsibility causes involving special applications for exemptions to the Ministry of Finance, the Monetary Authority of Singapore and the Inland Revenue Authority of Singapore. 
  • Acting for Geneva based law firm and a French private bank in setting up an exempt fund to be listed on the Singapore stock exchange investment funds quotation board 
  • Acting for Geneva based law firm and a French private bank in setting up the Singapore exempt fund manager office for the private investment holdings of several European based family offices 
  • Acting for Geneva based law firm and a French private bank in setting up a private equity fund for private banking clients 
  • Acting for a French private bank in setting up a Singapore residential property fund for private banking clients in Japan 
  • Advising Morgan Stanley Capital Partners Limited Partnership and Ropes & Gray on fund offering requirements 
  • Acting for AIG Group in their investment into a fund comprising a Cayman Island Limited Partnership and another fund comprising a Cayman Island portfolio cell company 
  • Acting for Freshfields Bruckhaus Derringer regarding the licensing and offering requirements for Mena Infrastructure Fund 
  • Advising Mayer Brown International LLP on the licensing and recognition requirements for Calamos Fund (a Irish UCITS) 
  • Advising Credit Suisse (Hong Kong) on licensing and disclosure requirements for Singapore offerings 
  • Advising the responsible managers for the Eagle Constellation Fund on capital reduction and capital distributions and continued operations of the Eagle Constellation Fund 
  • Advising Allied Irish Bank on the establishment and continued operations of the AIB Japan Fund 
  • Advising Goldman Sachs Singapore on the Singapore aspects of the impact of the change in the Reserve Bank of India regulations regarding participatory notes 
  • Advising Singapore based wine fund manager on the establishment and continued operation of the Premium Grand Cru Wine Investment Fund 
  • Advising Highland Capital Management on the licensing requirements for Singapore based fund management operations 
  • Advising Kilpatrick Stockton on licensing and conduct requirements of Singapore based fund management operations 
  • Advising Charlemagne Capital (Isle of Man) on licensing and fund requirements for Magna Umbrella Fund
  • Acting for PCA International Funds SPC on the offering of new close-ended Fund 
  • Acting for Questor Management Company with regard to Questor Partners Fund III, LP 
  • Acting for RGM Associates Pty with regard to RGM Film Fund 
  • Acting for Upstream Pte. Ltd with regard to Venture capital fund 
  • Acting for Vertex Technology Fund with regard to early redemption of RCPS and Share swap 
  • Acting for Temasek Holdings in the establishment of a private foundation for corporate social responsibility causes involving special applications for exemptions to the Ministry of Finance, the Monetary Authority of Singapore and the Inland Revenue Authority of Singapore. 
  • Acting for Geneva based law firm and a Swiss private bank in setting up the Singapore exempt fund manager office for the private investment holdings of a European based family office 
  • Establishment of a hedge fund in Singapore by Amaranth Group Inc 
  • Participation in Indus Venture Fund (BVI) by Government of Singapore Investment Corporation and Temasek 
  • Investments in 3 broad-based funds by Government of Singapore Investment Corporation 
  • Co-sponsorship of various dedicated funds by Government of Singapore Investment Corporation 
  • Establishment of the US$100 million Merlion India Fund by Temasek and Standard Chartered Private 
  • Cambridge Industrial Trust Management Limited in its listing and public offering of a real estate industrial REIT offering and listing amounting to S$512 million and subsequent debt financing in Singapore’s first asset-backed commercial paper conduit accessing the United States commercial paper market 
  • UBS Warburg and DBS in relation to CapitaMall REIT, the first real estate investment trust listed with the Singapore Exchange Securities Trading Limited 
  • UBS Warburg and DBS in relation to Fortune REIT, the third real estate investment trust listed with the Singapore Exchange Securities Trading Limited and the first involving foreign property 
  • Establishment of the Baring Communications Equity Asia Fund 
  • A European bank, involved as originator, in a distressed debt fund 
  • Establishment of First Overseas Bangkok Investment Fund
  • Establishment of fund management companies by OCBC, Walden Group and WBL Corporation • Formation of various venture capital funds totalling in excess of S$50 million by Philip Ventures
  • Venture capital fund raising of US$5 million for a PRC internet technology services corporation 
  • Establishment of the Rothschild Ventures I and II Funds 
  • Establishment of the Hambrecht & Quist Fund I, II and III 
  • Establishment of several funds having a committed capital of about US$150 million by OCBC, Wearnes & Walden Management (Singapore) Pte Ltd and OCBC, Wearnes & Walden Mangement Limited 
  • Establishment and fund raising of Flagship Capital Corporation Limited, a private equity investment fund with a targeted fund size of US$110 million 
  • Establishment of the S.I. Technology Fund by Vertex, Singapore Technologies Group 
  • Establishment of several private equity funds in Cayman Islands by Abacus Capital (S) Pte Ltd 
  • Establishment of Pacven I and II 
  • Establishment of 3 Cayman Islands funds by HSBC Trustees 
  • Advice to Prudential in relation to its GRA property fund 
  • Deutsche Asset Management (Asia) Limited in the establishment of a Singapore Umbrella Fund and 6 sub funds to invest in the USA, Europe and Asia. 
  • Eagle Constellation Fund (Class C) Pte Ltd with regard to share capital reduction 
  • Allied Irish Bank with regard to establishment of feeder fund 
  • Banque AIG Shouken Kaisha on the DBS Triple Happiness Capital Guaranteed Fund and acting on behalf of Banque AIG with regard to Altisafe/Aspect fund. 
  • Prudential Fund Management Services Pte ltd in relation to the establishment and offering of a close-end fund 
  • Assisting Freshfields Bruckhaus Deringer with regard to establishing PXP Vietnam Fund Limited and in the further issue of shares in PXP Fund 
  • ICICI Bank Limited in relation to the Singapore Offer of Dynamic India Fund IV
  • Profitable Plots Pte Ltd with regards to establishing an Indian Real Estate Fund 
  • CIC Asset Management Singapore Ltd with regard to the establishment of fund 
  • Acting for BCEA Management private limited with regard to the establishment of the multilateral Fund L.P Retirement Benefits/Pension Plans
  • 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 
  • Acting for Dow Jones & Co Inc with regard to employee pension fund 
  • UOB umbrella pension fund set up by UOB Asset Management Ltd 
  • Acting for McDermott, Will & Emert LLP with regard to investment funds for employees General 
  • Advising Blackrock Global Agricultural Fund on various Tax issues 
  • Acting for Eagle Constellation Fund (Class C) Pte Ltd with regard to share capital reduction
  • Citibank, Rabobank, UBS and Paribas, UOB Asset Management Ltd in the drafting/review of private banking/private-client/institutional asset management documents 
  • Acting for Transpac Industrial Holdings Limited with regard to renewal of fund management agreement 
  • Advised various funds in their investments into countries in Asia, including China, India, Indonesia, and Singapore 
  • Advised the following fund managers and multinational corporations on regulatory, structuring and/or tax issues: 
 
o ABN Amro Bank N.V. 
o ASC Capital Pte Ltd 
o Ascendas Pte Ltd o Asean Finance Corporation Ltd 
o Citi Global Asset Management 
o Credit Suisse Hong Kong 
o Delphi Automotive Systems Singapore Pte Ltd
o Deutsche Asset Management (Asia) Limited 
o GAM Hong Kong Limited 
o Farallon Capital International Ltd 
o Fortis Private Banking Singapore Ltd 
o Global Forest Partners LP 
o Government of Singapore Investment Corporation Pte Ltd 
o ICICI Bank Limited 
o ING Asia Private Bank Ltd 
o JAIC Asia Capital Pte Ltd 
o Merrill Lynch 
o MC Private Equity 
o NIF Management (S) Pte Ltd 
o Nomura Jafco Investment Asia Pte Ltd 
o OCBC Wearnes 
o PAMA (S) Pte Ltd 
o Phoenix Asset Management (Singapore) Pte Ltd 
o Walden Management (Singapore) Pte Ltd 
o UBS AG 
o UOB Asset Management Ltd 
 
  • Advised various issuers and intermediaries in relation to investment-linked insurance products

 

Notable Practioners 

 

 

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