The document discusses marketing funds in Singapore and the United States. It provides an overview of the landscape for raising capital in Singapore, including the types of institutional investors and common exemptions from marketing restrictions. It then examines options for exemptions when marketing to institutional and accredited investors in Singapore, including through a registered prospectus or private placements. The document also reviews options for non-U.S. managers to access the U.S. market, such as through UCITS/SICAV funds, registered mutual funds or ETFs, or non-registered funds for accredited investors. It analyzes distribution options like using a third-party marketing firm or building an internal sales force registered with a U.S. broker-dealer.

1. Marketing Funds:
Raising capital in the US and Singapore
Ed O’Bree
Head of Funds and Broking
Bovill Ltd
September 2016
Jennifer Hoopes
General Counsel and Head of Global
Foreside

2. Ed O’Bree
Head of Funds and Broking
Bovill Ltd

3. 3
Singapore: the landscape
Insurance
centre
Family
Offices
Regional
hub
Sovereign
Wealth
Institutional
capital

4. 4
Marketing Restrictions
 General prohibition
 Five most common exemptions:
- Registered prospectus (retail)
- Small offers exemption
- Private placement exemption
- S.304 (institutional investors)
- S.305 (accredited investors)
 Reverse solicitation

5. 5
Institutional investor exemption
 S.304 SFA
 Relatively narrow definition of institutional investor
 No need to register the fund with MAS
 Regulatory disclosures required on promotional material
But, definition changing imminently

6. 6
Institutional investors: consultation definition
 Singapore government
 Sovereign wealth funds
 Non-Singapore central governments
 Banks
 Finance companies
 Insurance companies
 Licenced trust companies
 Holders of capital markets services licences
 Pension funds and collective investment schemes
 Certain bond dealers

7. 7
The “305 exemption”
 Two categories of investors:
- Those investing S$200,000 as principal
- Accredited investors
 Fund must be recorded on the MAS list of restricted schemes
 Offering memorandum
 Two restrictions:
- No advertising permitted
- Not if prospectus is registered

8. 8
Accredited investors (s.305)
• with net personal assets of S$2m
• with net financial assets of S$1m
• with annual income of S$300k
• (other than LLP) where each Partners is an A.I.
• (or similar) with net assets of S$10m
• where all shareholders are A.I.s
Individuals
Partnership
Corporations
• of a trust where trust property is S$10m
• of a trust where all beneficiaries are A/Is
• of a trust where all settlors are A.I.s
Trustees

9. 9
Registering restricted foreign schemes
 There are 5,000+ schemes on the MAS List of Restricted
Schemes:
1: Fund Manager must be licenced / registered for fund
management in its home country.
2: Information Memorandum, with disclosures, submitted to
MAS
3: Electronic application submitted by the fund, its manager or
agent.
4: Annual declaration is submitted by the Responsible Person
or their agent. Initial registration fee: S$250.
 Annual fee: S$50

10. 10
Private Banks
• Slow moving
• High charges
Singapore IFAs
• Access to HNWIs
• Networks not so developed
• Initial charges of up to 4%
Introducers
• Institutional capital
• Niche operators
• Up to 20% of AMC and
performance fee
Third party distribution

11. 11
Promoting your own fund
 Like the UK, promoting in itself is not a regulated activity
 May need a licence or registration
 If setting up a Singapore entity:
- Base capital S$250,000
- 1 x SG director
- Proportionate compliance function
- Fees
 On balance, unlikely to be necessary
 Good for family office networks

12. Our integrity.
Our guidance.
Your success.
12
Jennifer Hoopes
General Counsel and Head of Global
Foreside

13. Accessing the U.S. Market
for Non-U.S. Investment Managers
September 29, 2016
Portland, ME – Philadelphia, PA – Boston, MA – Columbus, OH

14. Our integrity.
Our guidance.
Your success.
14
Overview
• Accessing the U.S. Market
• Products
• UCITS/SICAVs
• U.S. Registered Funds
(mutual funds or ETFs)
• Non-Registered Funds
• Distribution Options
• Advantages and
Disadvantages
• Regulatory Issues

15. Our integrity.
Our guidance.
Your success.
15
Products – UCITS/SICAVs
• Offerings to the NRA/NRC (non-
resident alien/non-resident client)
market.
• Generally offered through large
U.S. broker-dealers (Pershing,
Morgan Stanley, Merrill Lynch).
• Need connectivity through the
NSCC (National Securities
Clearing Corporation), a
subsidiary of the DTCC.

16. Our integrity.
Our guidance.
Your success.
16
Products – Registered Funds
• Mutual Funds
• Series Trust (established
structure and service providers)
• Stand-Alone
• Exchange Traded Funds (ETF)
• Series (reliance on existing
SEC Exemptive Relief)
• Stand-Alone (need to obtain
SEC Exemptive Relief)

17. Our integrity.
Our guidance.
Your success.
17
Products – Registered Funds
• Register as Investment Adviser
• Establish Board of Directors
• Identify Service Providers:
• Transfer Agent
• Custodian
• Administrator
• Principal Underwriter
• Fund Counsel
• Trustee Counsel
• Audit Firm

18. Our integrity.
Our guidance.
Your success.
18
Products – Non-Registered Funds
• Offered pursuant to Regulation D
to “Accredited Investors”
• Subject to the Investment
Company Act of 1940 and relevant
exemptions
• Registration as a Investment
Adviser (exemptions and limited
registrations possible)
• Offering documents best practice,
not required

19. Our integrity.
Our guidance.
Your success.
19
Distribution Options – Regulatory Structure
• Generally, you must be registered
as (or with) a U.S. broker-dealer or
exempt from registration if you are
marketing securities in the U.S.

20. Our integrity.
Our guidance.
Your success.
20
Distribution Options – Overview
• Issuer Exemption
• Chaperoning (SEC Rule 15a-6)
• Hire a third-party marketing firm
• Build internal distribution function
– register sales people with U.S.
broker-dealer
• Establish proprietary U.S. broker-
dealer

21. Our integrity.
Our guidance.
Your success.
21
Distribution Options – Exemptions
• Issuer Exemption
• Difficult to meet all
requirements of exemption
• If transaction-based
compensation, cannot use this
exemption
• 15a-6 Exemption: Chaperoning
• Limited marketing to certain
types of institutional investors

22. Distribution Options – Third Party Firms
22
Advantages
• Established sales staff
and channels
• Manager does not need to
register as a broker-dealer
• Third party firm
responsible for
compliance with U.S.
regulations
Use of a Third-Party Marketing Firm
Disadvantages
• Cost – generally % of
AUM
• Internal sales staff cannot
get compensated
• Relying on third party firm
to tell your story

23. Distribution Options – Internal Sales Force
23
Advantages
• Your sales force does the
selling
• Sales force can get
compensated
• Broker-dealer responsible
for compliance with U.S.
regulations
Build an Internal Sales Force, registered with
U.S. Broker-Dealer
Disadvantages
• Sales people need to
take FINRA exams to be
registered
• Cost – generally flat
and/or per representative
fee
• Manager cannot get any
portion of compensation

24. Distribution Options – Proprietary Broker-Dealer
24
Advantages
• Your sales force does the
selling
• Sales force can get
compensated
• You control your own
destiny
Establish Proprietary Broker-Dealer
Disadvantages
• Cost – registration and
operating costs
• Required to have certain
principals, annual audit,
compliance program
• Lengthy registration and
approval process (9-12
months)

25. Our integrity.
Our guidance.
Your success.
25
Conclusion
Tremendous opportunities to
access the U.S. market with
registered and unregistered funds.
Compliance with the regulatory
regime is critical to your success.

26. Our integrity.
Our guidance.
Your success.
Foreside Financial Group, LLC
Three Canal Plaza
Portland, ME 04101
Jennifer Hoopes
+1 (207) 553-7138
jhoopes@foreside.com
www.foreside.com
26
Contact Information

27. 27
Questions?