Singapore's Failed Attempt at Hedge Fund Regulation

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					Singapore's Failed Attempt at Hedge Fund Regulation
Recently Singapore announced a major change in its approach to hedge fund regulation - and the
hedge fund community celebrated.

Previously in Singapore hedge funds were not required to be licensed as long as they were classified
as exempt fund managers. As long as they only marketed themselves to so-called qualified investors
and met some other basic criteria, there wasn't much oversight or regulation of their activities. All
hedge fund managers had to do was provide notification to the Monetary Authority of Singapore
("MAS") of their choice as to whether to be licensed or not - and most chose the latter.

This fast and loose approach to hedge fund regulation was originally utilized as a marketing tool to
lure fund managers to Singapore, and as a 2010 Bloomberg article stated, "put the city back on the
map" as an Asian hedge fund destination.

For the past two years, the MAS has been studying ways to increase regulation of hedge funds. After
two years of study, and seemingly taking cues from the U.S.'s Dodd-Frank legislation and recent SEC
registration requirements, the MAS decided to effectively require all hedge fund managers above
S$250 million to register.

Specifically, under the Securities and Futures (Licensing and Conduct of Business) (Amendment No
2) Regulations (2012), hedge funds will now be classified into two different categories: Fund
Management Companies ("FMC") and Registered Fund Management Companies ("RFMC") . RFMC
replaces the old Exempt Fund Manager ("EFM") classification.
RFMCs can serve up to 30 qualified investors and manage up to $250 million in Singapore dollars,
(commonly written as S$). RFMCs do not need a license but FMC's will need a license.

According to the MAS press release regarding these new regulations, FMCs will subject to "enhanced
business conduct and capital requirements. These include rules requiring independent custody and
valuation of investor assets, as well as requirements for FMCs to undergo independent annual
audits by external auditors and having an adequate risk management framework commensurate
with the type and size of investments managed by the FMCs."

Let us analyze each of these items individually:

Requirements for independent custody –

Does anyone remember Bernard Madoff? The potential for manipulation in self-custody relationships
is too great. While it is commendable that the Singapore financial regulators now require
independent custody for FCMs- investors should avoid self-custodied managers, such relationships
are generally not worth the potential risk to investors.

Additionally, it could be asked, why does the MSA only require independent custody it for larger
managers? Perhaps a custody related fraud below S$250 million does not outweigh the burden and
costs of hiring a third-party custodian placed on smaller fund managers in the mind of the MSA,
however such considerations would likely hold little recompense for the investors who could lose
capital in such a situation.
Requirements for independent valuation of investor assets

"Independent" is a vague term at best. Does this mean that a hedge fund that trades highly liquid
positions such as equities, and is able to price such positions from a third-party source such as
Bloomberg, has satisfied this requirement? Or instead is the work of a third-party firm engaged by
the hedge fund manager, such as a fund administrator, required? Does this mean that it is now a
violation of the Singapore regulations for FCM's to self-administer?

What about situations where positions are thinly traded or initially manager marked? Would the
hedge fund manager hiring a third-party administrator, who may not have the competency to
independently price such thinly traded positions, still satisfy this requirement?

An overarching concern relating to the use of such third-party administrators is that administrators
themselves are hired by the fund managers. While they work for the fund, there are legitimate
questions about the true independence of such relationships.

Requirement for FCMs to undergo independent annual audit by external advisors

Would this requirement be satisfied by a hedge fund manager’s regular annual financial statement
Does this "new" requirement mean that it was previously fine for a manager not to be audited?

Once again, it seems the MSA is finally catching up to what is common sense to investors. While
investors should in no way outsource their operational due diligence responsibilities to a third-party
auditor, the work of an auditor and the subsequent financial

statements are extremely valuable to investors during due diligence. If a hedge fund manager is not
audited - investors should move on.

If on the other hand the "independent annual audit" language does not imply that a financial
statement audit will not encompass the "independent annual audit" language of the MSA, will FCM
hedge funds now be required to have a separate audit performed in addition to the financial
statement audit?

Requirement to have an adequate risk management framework commensurate with the type and
size of investments managed by the FMCs

Once again, this is perhaps so vague as to be useless. Many logical well-intentioned hedge funds
may take different approaches, some less conservative than others, in regards to the definition of
the word “adequate”. Certainly, it would be considered adequate to have an independent dedicated
risk manager, but other fund managers may feel that non-dedicated oversight is sufficient. How will
the MSA regulate this?


On the surface investors’ initial reactions to such enhanced regulatory reforms may be that more
regulation is better for investors. However, it is important that investors take measures to not only
understand the technical requirements of new regulatory requirements but also whether these
additional requirements will be effective.
Singapore has grown as an Asian hedge fund center in the past few years and is increasingly nipping
at the heels of Hong Kong for hedge fund business. Additionally, despite recent efforts to create a
more hospitable environment for hedge funds in other Asian countries, scandals such as the AIJ
fraud in Japan and continued concerns related to fraud in mainland China, continue to push
Singapore to the forefront ahead of other Asian jurisdictions.

In the case of recent MSA measures to further regulate the domestic Singapore hedge fund industry,
the MSA

has unfortunately stopped short in its attempts to implement real oversight and reform. By setting
artificially low limits for hedge fund transparency and independence, the MSA has demonstrated that
it is still partially a captured regulator in the shadow of the hedge fund industry it seeks to regulate.

One of the more concerning themes of the recent MSA reforms is the shifting of the onus towards
hedge funds themselves. It is up to hedge funds to ensure adequate risk management procedures
are in place and that assets are independently valued. Yet, the MSA stops short of saying how it will
police these items.

Effectively, the MSA is hoping the largest hedge funds play by the rules and will likely utilize these
new regulations as a fee generation tool to issue technical fines. Unfortunately, pomp and
circumstance seem to have won the day, and little actual ongoing oversight will be performed. With
this new regulation the MSA has asked investors to shoulder the burden of hedge fund oversight and
due diligence.

While the recent MSA reforms are a step in the right direction, it is unfortunate that meaningful
hedge fund regulation has yet to come to Asia. Hopefully, it will not take an Asian Madoff to sound
the alarm and cause regulators to take meaningful action.

Originally posted in the August 2012 edition of Corgentum Consulting's Operational Due Diligence

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About Corgentum Consulting:

Corgentum Consulting is a specialist consulting firm which performs operational due diligence
reviews of fund managers.

The firm works with investors including fund of funds, pensions, endowments, banks ultra-high net-
worth individuals, and family offices to conduct the industry's most comprehensive operational due
diligence reviews. Corgentum's work covers all fund strategies globally including hedge funds, private
equity, real estate funds, and traditional funds. The firm's sole focus on operational due diligence,
veteran experience, innovative original research and fundamental bottom up approach to due
diligence allows Corgentum to ensure that the firm's clients avoid unnecessary operational risks.

                                                                      ©2012 Corgentum Consulting, LLC

Description: Originally posted in the August 2012 edition of Corgentum Consulting's Operational Due Diligence Insights.