Sophie Grace has extensive experience in establishing a range of retail funds for our clients.

We can help you through all aspects of establishing and maintaining your retail fund.

Licensing

The trustee of a retail fund is a responsible entity and must be a public company that holds an AFSL with the appropriate authorisations.

Disclosure

Retail funds are required to issue a PDS unless an exemption applies.  There is an exemption for small-scale offerings of managed investment products.

“Small-scale offerings” must:

  1. not breach the 20 investors ceiling test;
  2. not breach the $2 million ceiling test; and
  3. be “personal offers”.

There will be a breach of the 20 investors ceiling test (item 1 above) if the offering “results in the number of people to whom the issuer has issued managed investment products exceeding 20 in any 12 month period”.

There will be a breach of the $2 million ceiling test (item 2 above) if the offering “results in the amount raised by the issuer has issued managed investment products exceeding $2 million in any 12 month period”.

To meet the “personal offers” test under the Corporations Act (item 3 above) the offer must:

  • only be able to be accepted by the person to whom it is made; and
  • be made to a person who is likely to be interested in the offer.

Registration

Retail funds are required to be registered with ASIC unless they fall within the exemption of “small-scale offerings” where no PDS is required.

There are a number of documents required for registration, including:

  • A constitution;
  • A compliance plan;
  • A compliance committee (where less than half the directors of the trustee are external).

We can:

  • advise on fund establishment issues including Financial Services Regulation (FSR) implications of establishing a fund (e.g. licensing and the requirement to be registered as a managed investment scheme);
  • prepare or review trust deeds and constitutions;
  • prepare or review Product Disclosure Statements (PDS);
  • prepare investor subscription agreements; and
  • prepare or review outsourcing agreements including investment management, custody and fund administration agreements.

There are a number of issues for those needing finance and those providing finance. For example, fundraising disclosure requirements, Personal Property Securities Registration (PPSR) requirements, financial assistance prohibitions, interest withholding tax and state-based stamp duties.

We have experience in assisting those needing finance and those providing finance.  We can help you deal with the legal aspects of these issues, including drafting and/or negotiating the relevant loan or facility note issuance, security and/or disclosure documentation.