House of Representatives

Explanatory Memorandum

(Circulated by authority of the Assistant Treasurer, Minister for Housing and Minister for Homelessness, Social and Community Housing, the Hon Michael Sukkar MP)

Chapter 9: CCIVs - Regulation of financial services and markets

Outline of chapter

9.1 This Chapter explains the operation of Division 4 of Part 8B.7. Division 4 modifies the operation of financial services law in Chapter 7 of the Corporations Act for CCIVs and sets out how markets and financial services regulation applies to CCIVs and corporate directors.

Context of amendments

9.2 The rules in Chapter 7 set out how financial markets and financial services are regulated, including disclosure requirements for certain financial products and services.

9.3 The provisions in Chapter 7 generally apply to CCIVs and corporate directors in the same way as they apply to other companies. However, certain modifications are required to account for the particular corporate structure of a CCIV, and to ensure that consumer protections and other provisions apply comparably to CCIVs as to registered schemes.

Summary of new law

9.4 The new law modifies Chapter 7 to ensure that the AFSL and PDS regimes apply appropriately to CCIVs and corporate directors.

9.5 For the purposes of Chapter 7, any action undertaken by a CCIV relating to a financial service or financial services business is deemed to also be undertaken by its corporate director, with the exception of issuing securities in a CCIV, which is undertaken by the CCIV itself. This ensures that a corporate director is required to hold an AFSL for the financial services provided in relation to the CCIV. A CCIV itself is always exempt from the requirement to hold an AFSL.

9.6 Additionally, a corporate director is required to hold an AFSL that authorises it to provide the financial service of 'operating the business and conducting the affairs of the CCIV'. Modifications apply to Part 7.6 (concerning licensing of providers of financial services) to ensure that the AFSL regime applies appropriately in the context of CCIVs.

9.7 As shares and debentures in a CCIV are defined as 'securities', they would ordinarily be subject to the prospectus requirements in Part 6D.2. However, modifications to Part 7.9 require that a PDS, rather than a prospectus, be given to retail clients who acquire a security in a CCIV. This approach ensures consistency with the disclosure arrangements that apply to registered schemes. Limited exceptions apply to the PDS requirements where a retail client is associated with a CCIV or corporate director, and in other circumstances as appropriate.

Comparison of key features of new law and current law

Detailed explanation of new law

9.8 Chapter 7 of the Corporations Act applies to a CCIV with the modifications that are set out in Division 4 of Part 8B.7. These modifications ensure that Chapter 7 applies appropriately to CCIVs and corporate directors consistent with the policy objective that the corporate director of a CCIV and not the CCIV itself, be required to have an AFSL. [Schedule 1, item 4, section 1241; Schedule 2, item 165, note to Chapter 7 of the Corporations Act]

Treatment of financial services provided by a CCIV

9.9 For the purposes of Chapter 7, most actions relating to financial services that are legally undertaken by a CCIV are also attributed to the CCIV's corporate director. As a CCIV generally has no officers or employees other than its corporate director, it is the corporate director that operates the business and conducts the affairs of a CCIV. Treating the actions of a CCIV as also being actions of its corporate director provides a framework where the corporate director retains responsibility for the actions of the CCIV.

9.10 Any conduct in relation to financial services or a financial services business that is engaged in by or on behalf of a CCIV (for example, where an agent is acting on behalf of the CCIV) is to be treated as also being engaged in by or on behalf of the corporate director. [Schedule 1, item 4, subsection 1241A(2)]

9.11 Similarly, where conduct relating to a CCIV is engaged in by a third party (that is, not by the corporate director or the CCIV itself), then that conduct is taken to also have been engaged in in relation to the corporate director. [Schedule 1, item 4, subsection 1241A(2)]

9.12 However, these rules do not make the corporate director the issuer of securities in a CCIV (if the CCIV issues securities), and do not make the corporate director a participant in a licensed market or clearing and settlement facility. [Schedule 1, item 4, subsections 1241A(4) and (5)]

9.13 The regulations may also prescribe any other matters to which the provisions relating to conduct apply. The regulations may also exempt matters from the operation of the provisions. [Schedule 1, item 4, subsections 1241A(1)(c) and (6)]

Financial services licensing

9.14 The modifications to Chapter 7 made in Division 4 of Part 8B.7 do not substantively alter the operation of the AFSL regime. Rather, the modifications ensure that the existing provisions apply appropriately to corporate directors and CCIVs. A CCIV is exempt from the requirement to hold an AFSL for the provision of financial services. However, to ensure financial services that are provided by a CCIV are covered by the AFSL regime, the CCIV's corporate director is taken to also provide those financial services, and is therefore generally required to hold an appropriate AFSL (subject to any exemptions). See paragraphs 9.9 to 9.13 of this explanatory memorandum for further information on when a corporate director is taken to provide financial services otherwise provided by a CCIV.

Financial services provided by a CCIV

9.15 A CCIV may provide one or more financial services in the course of its operations. As a matter of practice, it is expected that a CCIV generally would provide the financial service of 'dealing in a financial product' (see Division 4 of Part 7.1 of the Corporations Act). [Schedule 2, items 168 and 169, section 766C]

9.16 Notwithstanding that a CCIV may provide a financial service, a CCIV is exempted from the requirement to hold an AFSL. Modifications to provisions regarding authorised representatives of AFSL holders and others who provide financial services on behalf of AFSL holders ensure that a CCIV is never required to hold an AFSL for any financial services that it provides, and is not subject to regulation as a representative (within the meaning of Part 7.6). [Schedule 1, item 4, section 1241B]

9.17 Other entities that provide financial services in relation to or on behalf of a CCIV (for example, an agent of a CCIV), may also require an AFSL in relation to those services.

9.18 Even though a CCIV does not have an AFSL, it is treated as a professional investor (within the meaning of section 9 of the Corporations Act) if and while the corporate director of the CCIV holds an AFSL. [Schedule 1, item 4, section 1241K; Schedule 1, item 21, note to definition of 'professional investor' in section 9 of the Corporations Act]

Financial services provided by a corporate director

9.19 Chapter 7 is modified to create a new financial service (provided by the corporate director of a CCIV) of 'operating the business and conducting the affairs of a CCIV'. This financial service reflects the obligation imposed on the corporate director of a CCIV under Division 2 of Part 8B.3 to 'operate the business and conduct the affairs of the CCIV' (see paragraphs 3.118 to 3.121 of this explanatory memorandum). Each of the members of a CCIV is a 'client' of this financial service. [Schedule 1, item 4, section 1241C; Schedule 2, item 167, paragraph 766A(1)(da)]

9.20 Where a corporate director provides financial services that relate to a CCIV, those services may be provided directly or as a result of the deeming provisions that treat a corporate director as also providing any financial services that are provided by the CCIV itself. A corporate director may need an AFSL for financial services provided by a CCIV, depending on the nature of those services.

9.21 For the avoidance of doubt, a provision is included clarifying that a single AFSL may cover operating the business and conducting the affairs of more than one CCIV. [Schedule 1, item 4, subsection 1241F(1)]

9.22 The requirements for corporate directors of CCIVs contained in Part 8B.7 are comparable to the AFSL obligations and exemptions that apply to responsible entities of registered schemes. For example, provisions that exempt an RSE licensee from certain AFSL obligations unless the RSE licensee is also a responsible entity of a registered scheme are replicated for corporate directors. Additionally, the breach reporting requirements in the Corporations Act apply to the corporate director of a CCIV (as the holder of the AFSL) in the same manner as they would apply to the responsible entity of a registered scheme. [Schedule 1, item 4, subsections 1241F(2) to (6)]

9.23 It is open to a corporate director of a CCIV to provide other financial services (as defined in Division 4 of Part 7.1 of the Corporations Act) in addition to the financial service of operating the business and conducting the affairs of the CCIV. The obligations that fall on a corporate director providing financial services that are not related to its corporate director role are unchanged by the Bill.

Record keeping obligations of the corporate director

9.24 AFSL holders have particular record keeping obligations regarding the financial services they provide under Division 6 of Part 7.8 of the Corporations Act. A corporate director of a CCIV must keep these records so that the information required to be kept is clearly identifiable for each sub-fund of the CCIV. See paragraphs 5.20 to 5.23 of this explanatory memorandum for more information on the financial records that must be kept for a CCIV. [Schedule 1, item 4, section 1241M]

When ASIC may suspend or cancel the AFSL of a corporate director

9.25 The Corporations Act requires that a person who provides a 'financial service' hold an AFSL that authorises the provision of that financial service (see section 911A of the Corporations Act). ASIC has corresponding powers under section 915B of the Corporations Act to suspend or cancel a person's AFSL in certain circumstances.

9.26 ASIC's suspension and cancellation powers are extended so that ASIC may suspend or cancel a corporate director's AFSL where a CCIV or the members of a CCIV have suffered, or are likely to suffer, loss or damage as a result of a breach of the Corporations Act by the corporate director or the CCIV. These suspension and modification powers are similar to those applying for responsible entities of registered schemes. [Schedule 1, item 4, section 1241G]

Disclosure requirements for CCIVs and corporate directors

9.27 Part 7.9 of the Corporations Act deals with the disclosure requirements for financial products. This part generally does not apply to securities, such as shares or debentures. However, Part 7.9 does apply to interests in a registered scheme. To provide consistency with the disclosure requirements for registered schemes, the PDS regime in Part 7.9 applies to all securities in a CCIV, and in relation to the issue or sale of all securities in a CCIV. [Schedule 1, item 4, section 1241Q]

9.28 The disclosure requirements for securities in Chapter 6D do not apply to securities in a CCIV.

Product Disclosure Statements

9.29 The CCIV, rather than the corporate director, is generally responsible for providing a PDS in relation to securities of the CCIV.

9.30 As explained in Chapter 4 above, securities in a CCIV are referable to one and only one sub-fund. Accordingly, the information contained in a PDS about the securities in the CCIV will generally relate to the sub-fund to which those securities are referable. Further information may be required in relation to the CCIV as a whole.

9.31 As the issuer of securities in the CCIV, the CCIV itself is a 'regulated person' (within the meaning of section 1011B of the Corporations Act). In addition, the CCIV is the 'regulated person' in place of its corporate director where the corporate director is the seller of a security in the CCIV and would otherwise be a 'regulated person' by virtue of the definitions in Division 2 of Part 7.9. This deeming rule flows through to modify the meaning of 'regulated person' in section 994A for the purposes of Part 7.8A. [Schedule 1, item 4, section 1241Q]

9.32 A corporate director of a CCIV continues to be a 'regulated person' for any other reason or in any other circumstance, other than where it is the seller of a security in a CCIV.

9.33 A PDS for a CCIV is generally subject to the same content requirements that ordinarily apply to PDSs for other financial products (see section 1013D of the Corporations Act). This includes the specific requirements applying to financial products that have an investment component (see paragraph 1013D(1)(l) of the Corporations Act) and, where a security in a CCIV is an ED security, the same requirements applying to interests in registered schemes that are ED securities. However, if a CCIV is to engage in cross-investment between sub-funds of the CCIV, its PDS must also include a statement to that effect. [Schedule 1, item 4, section 1241T]

Financial products 'of the same kind'

9.34 Sections 1012C and 1012D of the Corporations Act apply in certain circumstances to financial products, or financial products 'of the same kind' (for example, section 1012D provides exemptions to the PDS requirements for certain clients who already hold financial products 'of the same kind' as those that are newly acquired). Given the unique structure of CCIVs, which may be made up of multiple sub-funds, a security in a CCIV is only 'of the same kind' as another security in the CCIV if the securities are referable to the same sub-fund and issued on the same terms and conditions as the first security. This ensures that a security in a CCIV cannot be 'of the same kind' as another security in the CCIV that is referable to a different sub-fund. [Schedule 1, item 4, section 1241R]

When a PDS is not required

9.35 Part 7.9 of the Corporations Act sets out a number of circumstances where a PDS is not required. These provisions apply to CCIVs under Part 7.9 of the Corporations Act. For example, a PDS is not required where a person already has received an up to date PDS.

9.36 In some cases, specific modifications are made to the provisions in Part 7.9 to ensure certain exceptions apply appropriately in the CCIV context. For example, some exceptions that are available in respect of managed investment products are extended to financial products that are securities in a CCIV for regulatory parity with the MIS regime. These modifications are contained in new section 1241S - which is to be read alongside sections 1012D to 1012E of the existing law.

9.37 In addition to the exceptions in Part 7.9, a PDS is not required in a recommendation, issue or sale situation where there is no consideration for the issue or sale of the security in a CCIV. This replicates the equivalent provision that applies for 'managed investment products', which includes interests in a registered scheme. [Schedule 1, item 4, subsection 1241S(1)]

9.38 A PDS is also not required where the client being issued or sold the security is 'associated' with the CCIV. A person is associated with a CCIV where they have a close relationship with the CCIV or its corporate director. This includes where they are the corporate director of the CCIV, a director, secretary, or senior manager of the corporate director, or a close relative of a director or senior manager of the corporate director. [Schedule 1, item 4, subsections 1241S(2)-(3)]

9.39 Further, a PDS is not required where the client is being recommended or issued fully-paid shares in a CCIV under a dividend reinvestment plan or bonus share plan. The client must already hold shares in the CCIV of the same kind as those being recommended by the corporate director or issued by the CCIV. A PDS is also not required when securities in a CCIV are offered for issue or sale under a compromise or arrangement ordered by the Court under Part 5.1 of the Corporations Act. [Schedule 1, item 4, subsections 1241S(4)-(5)]

9.40 These provisions draw on existing exemptions that are available to ordinary companies that are subject to the disclosure requirements in Chapter 6D of the Corporations Act. Although a CCIV is, like a MIS, subject to the PDS requirements, certain situations specific to companies, such as bonus share plans, are not addressed under the existing PDS regime. As such, an equivalent is required for CCIVs.

9.41 Section 1012DAA of the Corporations Act sets out when a PDS is not required for a rights issue. These provisions include the ability for ASIC to remove a regulated person from the exemption if it is satisfied that the person has breached specified sections of the Corporations Act. This section is modified to apply to CCIVs in the same way as it applies to registered schemes. [Schedule 1, item 4, subsections 1241S(6)-(7)]

9.42 A PDS is also not required to be issued in relation to personal offers where the offer is made in accordance with section 1012E of the Corporations Act, which sets out when an offer is a small scale offering. This provision is extended to cover small scale offers of securities in a CCIV. [Schedule 1, item 4, subsection 1241S(8)]

Replacement PDSs for stapled securities

9.43 Subdivision DA of Division 2 of Part 7.9 allows a replacement PDS to be issued in certain circumstances where an interest in a MIS is offered as part of a 'stapled security' (that is, where the interest in the MIS is only able to be acquired or disposed of with a security). This subdivision is modified to also extend to CCIVs that are part of a stapled security arrangement. [Schedule 1, item 4, section 1241U]

When a PDS must be lodged with ASIC

9.44 In certain circumstances a PDS must be lodged with ASIC. This includes where an interest in a registered scheme is traded on a financial market or the PDS implies that it will be able to be traded on a financial market, or when a financial product is of a kind specified in regulations (see section 1015B). This provision is modified to also require the PDS for a security in a CCIV to be lodged with ASIC in the same circumstances, including when the security in the CCIV is referable to a sub-fund that is an Australian passport fund. Every natural person director of the corporate director of the CCIV must give their consent to the lodgment. [Schedule 1, item 4, section 1241V]

Application forms

9.45 Section 1016A of the Corporations Act provides that the issuer or seller of a financial product may be prohibited from issuing or selling a financial product to a retail client except following an eligible application from the recipient of the financial product. This provision is modified to ensure that it applies to the issue or sale of a security in a CCIV. [Schedule 1, item 4, section 1241W]

Specified period before issuing or selling securities

9.46 Securities in a CCIV that are referable to a sub-fund that is an Australian passport fund can be issued or sold at any time after the PDS is lodged with ASIC. There is no requirement to wait seven days after the PDS is lodged with ASIC as there is for other types of managed investment products. [Schedule 1, item 4, section 1241X]

Ongoing disclosure and periodic statements for securities in a CCIV

9.47 Where a security in a CCIV is an ED security, ^[12] the continuous disclosure provisions in Chapter 6CA will apply. These securities are not subject to the ongoing disclosure requirements in section 1017B. This provides the same treatment for securities in a CCIV that are ED securities as interests in a registered scheme that are ED securities. [Schedule 1, item 4, subsection 1241Z(1)]

9.48 The application of the existing continuous disclosure provisions in Chapter 6CA to an ED security in a CCIV means that subsection 1017B(2) provides an offence-specific defence, whereby a CCIV bears an evidential burden in any proceedings against the CCIV based on section 1017B.

9.49 The extension of the existing subsection 1017B(2) to an ED security in a CCIV ensures consistency between the disclosure obligations placed on an ED security in a CCIV and an ED security in other financial products. It is appropriate to reverse the evidential burden of proof in relation to this offence-specific defence because the matter is peculiarly within the knowledge of the defendant, and it would be significantly more difficult and costly for the prosecution to disprove than for the defendant to establish the matter.

9.50 The issuer of securities in a CCIV must provide a periodic statement to holders of CCIV securities, as securities in a CCIV are considered financial products that have an investment component under section 1017D. [Schedule 1, item 4, subsection 1241Z(2)]

Financial Services Guides

9.51 Under Part 7.7, an AFSL holder is generally required to provide a Financial Services Guide when they provide financial services to a retail client. However, a corporate director is not required to provide a Financial Services Guide when the financial service they are providing to the client consists only of operating the business and conducting the affairs of the CCIV. This mirrors the requirements for responsible entities of registered schemes. As a CCIV is not required to hold an AFSL, it is also not required to provide a Financial Services Guide to clients. [Schedule 1, item 4, section 1241L]

Securities of a CCIV sold or issued under a defective PDS

9.52 If a person is issued or sold securities in a CCIV under a defective PDS, the person has the right to return the securities and have the money they paid for the securities returned to them, even if the CCIV or the CCIV's corporate director is being wound up. The directors of the corporate director are personally liable to repay the money. [Schedule 1, item 4, section 1241Y]

Cooling-off periods

9.53 Retail clients who are issued or sold a security in a CCIV have the same statutory cooling-off rights under Division 5 of Part 7.9 as those that attach to interests in a registered scheme. This provides an important consumer protection for retail clients and ensures parity of treatment between registered schemes and CCIVs. [Schedule 1, item 4, section 1241ZA]

Unsolicited offers to purchase securities in a CCIV

9.54 Division 5A of Part 7.9, which applies to unsolicited offers to purchase financial products that are not made on a licensed market, also applies to offers to purchase securities in a CCIV. However, section 1019D (which determines the offers to which Division 5A applies) is modified so that Division 5A does not apply where an unsolicited offer to purchase securities is made to the corporate director of the CCIV. This is appropriate as Division 5A also does not apply when the offer to purchase securities is made to the CCIV (as issuer of the securities). [Schedule 1, item 4, section 1241ZB]

Agreements with unlicensed corporate directors and their CCIVs

9.55 Division 11 of Part 7.6 deals with agreements with a person who does not hold an AFSL, but who is required to hold an AFSL (a 'non-licensee'). Division 11 allows a person who enters into a contract with a non-licensee to rescind the contract in certain circumstances.

9.56 The application of Division 11 is extended so that it also applies where a person enters into an agreement with a CCIV that has a non-licensee corporate director. The modifications account for the unique structure of a CCIV and its corporate director. In this way, a person who enters into a contract with a CCIV will have the same protections as a person who enters into an agreement with a non-licensee responsible entity. [Schedule 1, item 4, section 1241J]

Prohibition on hawking securities in a CCIV

9.57 The Corporations Act includes separate prohibitions on hawking for interests in MISs and securities (sections 992A(1), 992AA(1) and 736(1), respectively). The new law modifies the operation of these provisions so that only the prohibition on hawking for interests in MISs in section 992AA(1) applies to securities in a CCIV. The exemptions to offers that are not made to retail clients, and offers made by an AFSL holder through which a client has acquired or disposed of an interest in a MIS are also replicated for securities in a CCIV. If the CCIV is listed, then an offer of securities in the CCIV made by telephone by a financial services licensee is also exempted. These modifications ensure equivalent prohibitions on hawking apply for securities in a CCIV and interests in a MIS. [Schedule 1, item 4, section 1241N]

9.58 Offence-specific defences are available to a CCIV in any proceeding based on section 992AA(1) or 736(1). The defendant bears an evidential burden when relying on one of these defences. [Schedule 1, item 4, sections 1241N(3) and (5)]

9.59 The offences provided for in sections 992AA(1) and 736(1) pursue the legitimate objective of ensuring retail investors are afforded adequate consumer protections in relation to an offer of securities. It is important that where a CCIV believes an offer of securities is not subject to this consumer protection, it possesses evidence to support this belief.

9.60 It is appropriate to reverse the evidential burden of proof in relation to these offence-specific defences because the matters are peculiarly within the knowledge of the defendant, and it would be significantly more difficult and costly for the prosecution to disprove than for the defendant to establish the matter.

Design and distribution obligations and the product intervention power

9.61 The design and distribution obligations in Part 7.8A of the Corporations Act apply in relation to a retail CCIV. This reflects that issuers of financial products who are required to prepare a disclosure document (such as a PDS) are generally required to comply with the design and distribution obligations. This approach also ensures that members of a retail CCIV are given similar member protections compared to other retail investors, such as members of registered schemes.

9.62 The existing exception from the requirement to prepare a target market determination for certain shares that are financial products is not available for CCIVs. [Schedule 1, item 4, subsection 1241P(1)]

9.63 The design and distribution obligations in Part 7.8A generally apply to a person if they are required under Part 7.9 to prepare a PDS. As explained above, section 1241Q applies the PDS requirements in Part 7.9 in relation to securities in a CCIV. As securities in a CCIV are referable to one and only one sub-fund, the information contained in a target market determination about the securities in the CCIV will generally relate to the sub-fund to which those securities are referable. Further information may be required in relation to the CCIV as a whole. [Schedule 1, item 4, section 1241Q]

9.64 Under new section 1241Q, for the purposes of the disclosure requirements in Part 7.9, a CCIV is the 'regulated person' in place of its corporate director where the corporate director is the seller of a security in the CCIV. This means that the design and distribution obligations under Part 7.8A of the Corporations Act attach to the CCIV rather than the CCIV's corporate director.

9.65 New section 1241Q also ensures the power for ASIC to make product intervention orders in Part 7.9A of the Corporations Act extends to financial products (i.e. securities) that are, or are likely to be, issued or offered for sale by a retail CCIV. This is consistent with how the product intervention power could be exercised by ASIC in relation to interests in registered schemes.

9.66 In the event of a contravention of the design and distribution orders or a product intervention order, a client may recover loss or damage because of the contravention from the corporate director of the CCIV rather than the CCIV itself. This is consistent with the broader liability regime for corporate contraventions (see paragraphs 3.322 to 3.327 above). [Schedule 1, item 4, subsection 1241P(2) and section 1241ZC]

Insider trading

9.67 The prohibition on insider trading in section 1043A of the Corporations Act applies to CCIVs and their corporate directors without modification, subject to the provisions that set out how and when a CCIV is taken to engage in conduct and have a certain state of mind (see Chapter 9 of this explanatory memorandum).

9.68 A member of a CCIV who redeems their CCIV securities is not subject to the insider trading provisions. This mirrors the existing exception for a member of a registered scheme, and ensures that the insider trading provisions do not limit a member's ability to redeem their securities. [Schedule 1, item 4, subsection 1241ZD(1)]

9.69 The exceptions to the prohibition on insider trading that apply in relation to a body corporate's knowledge of its own actions, or the knowledge of its actions by officers, directors and employees of the body corporate, are extended to also apply in relation to the knowledge of a CCIV's actions by the corporate director, or the officers, directors and employees of the corporate director. This is consistent with the approach for body corporates more generally, while ensuring that the provisions apply appropriately given that a CCIV is a separate legal entity to its corporate director, but is a collective investment vehicle without employees. [Schedule 1, item 4, subsections 1241ZD(2)-(3)]

Miscellaneous and clarifying provisions

9.70 For the avoidance of doubt, and to bring CCIVs in line with registered schemes, a number of miscellaneous provisions in Chapter 7 are modified to clarify how the law applies to CCIVs.

9.71 Where a CCIV issues or redeems redeemable shares or redeemable preference shares, this facility does not constitute the financial service of 'making a market'. The issuers of interests in registered schemes and of certain other financial products are similarly excluded from this definition to ensure that a mere redemption facility is not considered a market and subject to additional regulation. [Schedule 1, item 4, section 1241D]

9.72 Certain conduct relating to CCIVs does not constitute a custodial or depository service within the meaning of section 766E of the Corporations Act. In particular, operating a CCIV, operating the business and conducting the affairs of a CCIV, and holding the money or property of a CCIV (including holding the assets of a sub-fund of a CCIV) is not a custodial or depository service. This ensures that these entities are not subject to the regulation that applies to an entity that provides a custodial or depository service. [Schedule 1, item 4, section 1241E]

9.73 Section 923A also applies to prohibit a CCIV from using a restricted word or expression in relation to a financial service or financial services business. This confirms that the existing restrictions apply to CCIVs as well as to corporate directors and other companies. [Schedule 1, item 4, section 1241H]

9.74 The definition of 'financial services law' is directly amended (rather than modified) to also include Chapter 8B. This ensures that a breach of Chapter 8B will constitute a breach of the financial services laws. [Schedule 2, item 166, definition of financial services law in section 761A]