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18-254MR ASIC updates guidance for trustees of wholesale equity schemes
ASIC has released Regulatory Guide 192 Licensing: Wholesale equity schemes (RG 192) following public consultation.
The updates to the guidance reflect:
- the changes made to the relief provided in ASIC Corporations (Wholesale Equity Scheme Trustees) Instrument 2017/849 to trustees of wholesale equity schemes that are operated by a manager holding an Australian financial services (AFS) licence; and
- the amendments made to the financial requirements that may apply to these managers in ASIC Corporations (Amendment and Repeal) Instrument 2017/848.
To remove impediments in the venture capital and private equity industry, ASIC has, since 2007, given trustees of wholesale equity schemes relief from the requirement to hold an AFS licence to provide certain financial services in connection with the wholesale equity scheme.
A ‘wholesale equity scheme’ is essentially an unregistered managed investment scheme operated by a manager that holds an AFS licence. Wholesale equity schemes primarily invest in securities of unlisted companies and all members must be wholesale clients. Wholesale equity schemes are usually structured by the manager using a multiple unit trust structure with separate corporate trustees that are related bodies corporate of the manager.
In September 2017, following public consultation in Consultation Paper 280 ASIC class order on wholesale equity schemes: Licensing relief for trustees—[CO 07/74] (CP 280), we issued ASIC Corporations (Wholesale Equity Scheme Trustees) Instrument 2017/849, which updated the relief to take into account a strengthening of financial and custody requirements in 2013, outlined in Class Order [CO 13/760] Financial requirements for responsible entities and operators of investor directed portfolio services, Class Order [CO 13/761] Financial requirements for custodial and depository services and Class Order [CO 13/1410] Holding assets: Standards for providers of custodial and depository services.
We also issued ASIC Corporations (Amendment and Repeal) Instrument 2017/848 to amend [CO 13/760] and [CO 13/761] as they apply to managers of wholesale equity schemes to make these consistent with the requirements in the new instrument.
REP 545 highlights the key issues that arose out of the submissions received on CP 280 and our responses to those issues.
Report and submissions
- Report 545 Response to submissions on CP 280 ASIC class order on wholesale equity schemes (REP 545)
- Consultation Paper 280 ASIC class order on wholesaler equity schemes: Licensing relief for trustees – [CO 07/74] and non-confidential submissions (CP 280)