Category

Foreign Investment Fund

Investment Policy

The Fund will primarily invest in Private Equity interests without any prescribed allocation limit and may invest up to 100% of its Net Asset Value (NAV) in Private Equity investments.

The Fund will primarily invest in Fullerton Thai Private Equity Fund (the “Sub-Fund”), a sub-fund of Fullerton Alternative Fund 2 VCC, which is established as an umbrella Variable Capital Company (“VCC”) under the laws of Singapore. The VCC and the Sub-Fund constitute a single legal entity (collectively referred to as the “Master Fund”) and are managed by Fullerton Fund Management Company Ltd.

Share Structure of the Master Fund

The Master Fund has two classes of shares:

1. Management Shares

Management Shares carry voting rights in relation to the management and administration of the Master Fund but do not participate in the investment returns of the Fund beyond the amount invested. Fullerton Fund Management Company Ltd. will hold one Management Share.

2. Participating Shares

Participating Shares do not carry voting rights, except in matters affecting the rights attached to such shares. These shares may be divided into various classes or series, each with distinct economic rights, fee structures, and obligations.

The Participating Shares are divided into:

Class A (THB) Participating Shares – offered exclusively to Thai funds.
Class B (THB) Participating Shares – offered to other investors investing directly in the Master Fund.

The Fund will invest in Class A (THB) Participating Shares of the Master Fund.

Investment Management and Advisory

The Master Fund has appointed Hatton Equity Partners (APAC) Limited as Financial Advisor and deal-sourcing partner. The firm is responsible for:

Identifying and evaluating investment opportunities;
Sourcing proprietary transactions in Thailand;
Conducting due diligence and investment assessment;
Leveraging its extensive business network and capital-market expertise.

Hatton Equity Partners (APAC) Limited is a Hong Kong-based private equity advisory firm with professionals experienced in institutional investing, private equity, investment banking, and corporate advisory services.

The fiduciary responsibility and liability for investment management remain with the Master Fund Manager. The Master Fund may appoint additional financial advisors in the future.

Investment Strategy

The Master Fund focuses primarily on investments in small and medium-sized enterprises (SMEs) in Thailand through:

Buyout transactions;
Acquisitions and controlling investments;
Business restructuring and consolidation;
Growth capital investments;
Take-private transactions involving listed companies.

The Fund may also invest in:

Public equities;
Convertible debt instruments;
Private credit;
Hybrid securities.

In addition, up to 20% of total Capital Commitments may be invested in opportunities outside Thailand within the region, including ASEAN countries, China, South Korea, and Japan, where such investments are strategically linked to Thai businesses.

Use of Derivatives and Leverage

The Master Fund may utilize derivatives for:

Efficient portfolio management; and/or
Hedging purposes,

subject to a limit of 25% of total Capital Commitments.

The Master Fund may also borrow funds for operational purposes, investment execution, or other permitted activities, provided that borrowings do not exceed 20% of total Capital Commitments.

Capital Commitments

The Master Fund expects aggregate committed capital of approximately USD 150 million, comprising:

USD 100 million in Class A commitments; and
USD 50 million in Class B commitments.

The Master Fund reserves the discretion to adjust such commitment amounts.

Fund Duration and Capital Calls

The Fund does not impose a minimum committed capital requirement.

The expected fund term is approximately 9 years, consisting of:

A 7-year investment period; and
Two optional one-year extensions.

Capital will be drawn down progressively through capital calls, with the Master Fund expected to deploy capital substantially within approximately four years.

Pending capital calls, the Fund may invest in low-risk, highly liquid instruments, including:

Treasury Bills (T-Bills);
Government bonds;
Money market funds; and
Fixed-income funds.
Additional Investment Powers

The Fund may invest in:

Foreign exchange hedging instruments;
Structured notes;
Non-investment-grade debt securities;
Unrated debt securities;
Unlisted securities.

The Fund may also engage in:

Borrowing transactions;
Repurchase agreements (Repos); and
Other investments and income-generating activities permitted under applicable regulations.
Cross-Investment

The Fund may invest in other funds managed by the same Management Company (Cross-Investing Funds), including money market and fixed-income funds.

Such investments may represent up to 100% of the Fund’s NAV prior to capital deployment and will be gradually reduced as capital is called by the Master Fund.

Downside Risk

Under an extreme adverse scenario involving the use of leverage and derivatives for efficient portfolio management, the estimated loss exposure is not expected to exceed 45% of the Fund’s NAV.

Future Fund Structure Flexibility

The Management Company reserves the right to convert the Fund into:

A Feeder Fund;
A Fund of Funds; or
A fund investing directly in foreign securities and/or instruments,

provided such changes do not increase the Fund’s overall risk profile. Investors will be notified at least 30 days in advance of any such change.

Fund Objective

The Fund seeks to achieve long-term capital appreciation by tracking the performance of the Master Fund, which aims to generate superior long-term returns through investments in Thai private equity opportunities.

Note on VCC Structure

Under Singapore’s VCC framework, multiple sub-funds may be established within a single umbrella structure. The assets, liabilities, rights, and obligations of each sub-fund are legally segregated from those of other sub-funds (statutory segregation).

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Dividend Policy

None

Benchmark

Registration date

27 December 2021

Fund Manager Name

Pornphen Chuleeprasert
Jarusorn Kitprakorb