Transfer Agency Agreement Template for Singapore

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Key Requirements PROMPT example:

Transfer Agency Agreement

"I need a Transfer Agency Agreement for a Singapore-based mutual fund with standard services, but we need enhanced AML provisions as we'll be dealing with high-net-worth international investors, targeting to implement by March 2025."

Document background
The Transfer Agency Agreement is essential for investment funds operating in Singapore's regulated financial markets. It is used when a fund manager needs to appoint a professional transfer agent to handle shareholder servicing, maintain registries, and process fund transactions. The agreement must align with Singapore's regulatory framework, including MAS guidelines and the Securities and Futures Act. It typically includes detailed service specifications, compliance requirements, fee structures, and operational procedures, ensuring clear accountability and service standards in the fund administration process.
Suggested Sections

1. Parties: Identification of the transfer agent and the client/fund

2. Background: Context of the agreement and appointment of transfer agent

3. Definitions: Key terms used throughout the agreement including regulatory references to SFA, Companies Act, and PDPA

4. Appointment and Authority: Formal appointment and scope of transfer agent's authority under Singapore law

5. Services: Detailed description of transfer agency services to be provided in compliance with MAS requirements

6. Fees and Expenses: Payment terms, fee structure, and reimbursable expenses

7. Compliance Requirements: Regulatory obligations and compliance procedures under Singapore law

8. Term and Termination: Duration of agreement and termination provisions

Optional Sections

1. Anti-Money Laundering Provisions: Detailed AML procedures when handling high-risk clients or international transfers

2. Digital Services: Electronic processing and online access provisions in compliance with Electronic Transactions Act

3. Disaster Recovery: Business continuity and system recovery procedures as per MAS Guidelines

Suggested Schedules

1. Service Level Agreement: Detailed service standards and performance metrics

2. Fee Schedule: Detailed breakdown of fees and charges

3. Operating Procedures: Detailed procedures for routine operations and exceptional circumstances

4. Data Protection Requirements: Specific data handling and protection procedures under PDPA

5. Authorized Signatories: List of authorized persons who can give instructions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Industries

Securities and Futures Act (SFA): Core legislation regulating securities trading, financial services, licensing requirements, and intermediary obligations in Singapore

Companies Act: Primary legislation governing corporate entities, share transfers, register maintenance, and documentation requirements for share certificates

Personal Data Protection Act (PDPA): Legislation controlling the collection, use, and disclosure of personal data, including client information handling and data protection obligations

MAS Guidelines on Outsourcing: Regulatory guidelines from Monetary Authority of Singapore covering outsourcing arrangements, licensing, conduct, and risk management requirements

MAS Notices and Directives: Regulatory requirements covering AML/CFT compliance, KYC obligations, and transaction reporting requirements

Trust Companies Act: Legislation governing trust companies and their operations in Singapore, if applicable to the transfer agency services

Business Registration Act: Legislation governing business registration and related requirements in Singapore

Common Law Contract Principles: Singapore contract law principles based on common law, governing formation and enforcement of contracts

Electronic Transactions Act: Legislation governing electronic transactions and digital services, relevant for online and digital transfer agency services

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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