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:
- not breach the 20 investors ceiling test;
- not breach the $2 million ceiling test; and
- 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.
Related Content
Funds Management
Funds management is one of the most dynamic components of the Australian financial services industry. We are passionate about assisting you to achieve your commercial objectives in regards to Ope...
Wholesale Fund Managers
Sophie Grace has extensive experience in establishing a range of wholesale funds for our clients. We are equipped to help you through all aspects of establishing and maintaining your wholesale fund...
Issuing Shares or Debentures
Where shares or debentures are issued, the Corporations Act comes into play to generally require a prospectus or other disclosure document (with content requirements). There are exemptions availabl...
Managed Discretionary Accounts
If you intend to operate as an MDA provider, you will need an AFSL. Sophie Grace has experience establishing MDA services businesses for our clients and is equipped to help you through all stages o...
Important Information
Funds management is one of the most dynamic components of the Australian financial services industry and there are issues that must be considered before establishing your fund. Personal Property Sec...
