Corporations Act 2001

CHAPTER 8B - CORPORATE COLLECTIVE INVESTMENT VEHICLES  

PART 8B.7 - CONTROL, FINANCIAL SERVICES AND DISCLOSURE  

Division 1 - Takeovers, compulsory acquisitions and buy-outs  

SECTION 1240  

1240   MEANING OF SECURITIES  
(Repealed by No 76 of 2023, s 3, Sch 2 [ 595] (effective 20 October 2023).)

SECTION 1240A  

1240A   TAKEOVERS - PROHIBITION ON ACQUISITIONS OF SHARES IN A LISTED CCIV  

The prohibitions in subsections 606(1) and (2) only apply to an acquisition of a relevant interest in issued voting shares in a CCIV if the CCIV is a listed company (including an acquisition resulting from an acquisition of a legal or equitable interest in securities).

Note: A retail CCIV that has only one sub-fund may be a listed company, see section 1222N .

SECTION 1240B   TAKEOVERS - DIRECTORS OF THE CORPORATE DIRECTOR OF A LISTED CCIV  

1240B(1)    
The provisions mentioned in subsection (2) apply as if each of the following were a director of a CCIV that is a listed company:

(a)    the corporate director of the CCIV;

(b)    a director of the corporate director of the CCIV.

1240B(2)    
The provisions are the following:

(a)    subsection 609(9) ;

(b)    subsection 638(1A) ;

(c)    subsection 638(3) ;

(d)    subsection 639(1) ;

(e)    subsection 640(1) ;

(f)    subsection 642(1) ;

(g)    subsection 658C(5) ;

(h)    subsection 670B(1) ;

(i)    subsection 670D(3) .

1240B(3)    
Paragraph (1)(a) is included for the avoidance of doubt.

SECTION 1240C   TAKEOVERS - BIDDER ' S STATEMENT CONTENT  

1240C(1)    
Subsection 636(1) has effect as if:

(a)    a reference in paragraph 636(1)(c) to a company or body did not include a reference to a CCIV that is a listed company; and

(b)    subsection 636(1) also included the following paragraph:

" (da) if the target is a CCIV that is a listed company - details of the bidder ' s intentions regarding:

(i) the continued operation of the CCIV; and

(ii) any major changes to be made to the operation of the CCIV, including any redeployment of the property of the CCIV; and

(iii) any plans to remove the current corporate director of the CCIV and appoint a new corporate director; " .

1240C(2)    
Subsection 636(1) also has effect as if:

(a)    a reference in paragraph 636(1)(g) to securities did not include a reference to securities in a CCIV that is a listed company; and

(b)    

subsection 636(1) also included the following paragraph:

" (gb) if any securities in a CCIV that is a listed company are offered as consideration under the bid and the bidder is:

(i) a retail CCIV; or

(ii) the corporate director of a retail CCIV; or

(iii) a person who controls a retail CCIV or the corporate director of a retail CCIV;

all material that would be required by section 1013C to be included in a Product Disclosure Statement given to a person in an issue situation in relation to those securities; " .

SECTION 1240D  

1240D   TAKEOVERS PANEL - DECLARATION OF UNACCEPTABLE CIRCUMSTANCES MAY ONLY BE MADE IN RELATION TO A LISTED CCIV  

The Takeovers Panel may only declare under section 657A circumstances to be unacceptable circumstances in relation to the affairs of a CCIV if the CCIV is a listed company.

SECTION 1240E   COMPULSORY ACQUISITION - ONLY AVAILABLE FOR SECURITIES IN A LISTED CCIV  

1240E(1)    
Securities in a CCIV may only be compulsorily acquired or bought out under Chapter 6A if the CCIV is a listed company.

1240E(2)    
If Part 6A.1 applies to a CCIV that is a listed company at the end of the bid period for a takeover, that Part continues to apply to the CCIV in relation to the takeover bid even if the CCIV ceases to be listed.

1240E(3)    
If Part 6A.2 applies to a CCIV that is a listed company when a compulsory acquisition notice under section 664C is lodged, that Part (including Division 2 of that Part) continues to apply to the CCIV in relation to the notice even if the CCIV ceases to be listed.

Division 2 - Continuous disclosure  

SECTION 1240F  

1240F   CONTINUOUS DISCLOSURE - CCIVs  

Paragraph 675(2)(c) applies in relation to securities in a CCIV in the same way the paragraph applies in relation to securities that are managed investment products.

Division 3 - Fundraising  

SECTION 1240G  

1240G   FUNDRAISING RULES DO NOT APPLY TO CCIVs  

Subject to subsection 1240H(6) , in Chapter 6D , securities does not include a security in a CCIV.

SECTION 1240H   OFFERING SECURITIES OF A CCIV OR SUB-FUND THAT DOES NOT EXIST  

1240H(1)    
A person must not offer securities of a CCIV that does not exist if the offer would give rise to an obligation to give a Product Disclosure Statement under Chapter 7 (as that Chapter applies to securities in a CCIV under Division 4 of Part 8B.7 ) if the CCIV did exist.

1240H(2)    
A person must not offer securities of a CCIV that are referable to a sub-fund of the CCIV that has not been established if the offer would give rise to an obligation to give a Product Disclosure Statement under Chapter 7 (as that Chapter applies to securities in a CCIV under Division 4 of Part 8B.7 ) if the sub-fund were established.

Note 1: For when a sub-fund is established, see section 1222T .

Note 2: For when shares and debentures are referable to a sub-fund of a CCIV, see sections 1230 (for shares) and 1231N (for debentures).

1240H(3)    
Subsections (1) and (2) apply even if it is proposed to incorporate the CCIV or register the sub-fund.

1240H(4)    
In this section, securities has the same meaning as it has in Chapter 6D (apart from section 1240G ).

1240H(5)    

For the purposes of subsection (2) , a security referred to in paragraph 95(c) or (d) is taken to be referable to the sub-fund of the CCIV to which the relevant security covered by paragraph 95(a) or (b) is, or would be, referable.

Note: For example, an option to acquire by way of issue a share in a CCIV (covered by paragraph 95(d) ) is referable to the sub-fund of the CCIV to which the share (covered by paragraph 95(a) ) is referable.

1240H(6)    
The following provisions apply in relation to this section in the same way the provisions apply in relation to Chapter 6D :

(a)    

subsection 700(4) ;

(b)    sections 702 , 703 and 703A .

Division 4 - Financial services and markets  

SECTION 1241  

1241   APPLICATION OF CHAPTER 7 TO CCIVs  

Chapter 7 applies to a CCIV subject to the modifications set out in this Division.

SECTION 1241A   FOR CHAPTER 7, TREAT THE CORPORATE DIRECTOR AS PROVIDING FINANCIAL SERVICES ETC. BEING PROVIDED BY THE CCIV  

1241A(1)    
This section applies to a provision of Chapter 7 that applies in relation to:

(a)    a financial services licensee; or

(b)    a financial service or a financial services business; or

(c)    a matter prescribed by the regulations for the purposes of this paragraph.

General rule

1241A(2)    
For the purposes of that provision of Chapter 7 :

(a)    treat any conduct engaged in by, or on behalf of, a CCIV as also being engaged in by, or on behalf of, the corporate director of the CCIV; and

(b)    treat any conduct relating to the CCIV that is engaged in by a person (other than the corporate director of the CCIV) as also being engaged in by that person in relation to the corporate director of the CCIV.

1241A(3)    
In subsection (2) , conduct means an act, an omission to perform an act or a state of affairs.

Exceptions

1241A(4)    
If the CCIV issues a security in the CCIV, then subsection (2) does not treat the corporate director of the CCIV as also being the issuer of the security.

1241A(5)    

If the CCIV is a participant in:

(a)    a clearing and settlement facility; or

(b)    a financial market;

subsection (2) does not treat the corporate director of the CCIV as also being a participant in relation to the facility or market.

1241A(6)    
Subsection (2) does not apply in any circumstances prescribed by the regulations for the purposes of this subsection.

SECTION 1241B   CERTAIN LICENSING CONCEPTS DO NOT APPLY TO CCIVs  

1241B(1)    
Subsection 911A(1) (about the requirement to be licensed to carry on a financial services business) does not apply to a CCIV.

Note: That subsection will instead apply to the corporate director of the CCIV in relation to any financial services business carried on by the CCIV (see subsection 1241A(2) ).

1241B(2)    
Subsection 911B(1) (about requirements for providing financial services on behalf of another person) does not apply to a CCIV.

Note: This subsection confirms that the CCIV is not subject to extra requirements if it is viewed as providing financial services on behalf of its corporate director.

1241B(3)    

For the purposes of Chapter 7 , treat a CCIV as not being a representative of the corporate director of the CCIV.

Note: Activities of the CCIV relating to a financial service etc. are instead treated as activities of the corporate director (see subsection 1241A(2) ).

1241B(4)    
For the purposes of Chapter 7 , a CCIV cannot be authorised under Division 5 (about authorised representatives of licensees) of Part 7.6 .

Note: Activities of the CCIV relating to a financial service etc. are instead treated as activities of the corporate director (see subsection 1241A(2) ).

SECTION 1241C   EXTRA KINDS OF FINANCIAL SERVICES RELATING TO CCIVs  

1241C(1)    
Subject to paragraph 766A(2)(b) , treat subsection 766A(1) as also providing that a person provides a financial service if:

(a)    the person operates the business and conducts the affairs of a CCIV; and

(b)    the person is the corporate director of the CCIV.

Note: Subsection (1) means persons other than the corporate director will not be treated as providing that financial service if they operate the business and conduct the affairs of the CCIV while:

(a) acting as an agent of the CCIV, or as an agent or employee of the corporate director; or

(b) taking steps to wind up the CCIV.

1241C(2)    
For the purposes of Chapter 7 , each of the members of a CCIV covered by subsection (1) is a client for the financial service covered by that subsection.

SECTION 1241D  

1241D   CCIV BUY-BACK OR REDEMPTION FACILITY DOES NOT MAKE A MARKET  

Subsection 766D(1) does not apply to a CCIV, nor to the corporate director of a CCIV, for:

(a)    a proposed buy-back by the CCIV; or

(b)    the proposed issuing or redeeming by the CCIV of:

(i) redeemable shares in the CCIV; or

(ii) redeemable preference shares in the CCIV.

SECTION 1241E  

1241E   CERTAIN CONDUCT RELATING TO CCIVs IS NOT PROVIDING A CUSTODIAL OR DEPOSITORY SERVICE  

Treat subsection 766E(3) as also providing that none of the following conduct constitutes providing a custodial or depository service :

(a)    operating as a CCIV;

(b)    operating the business and conducting the affairs of a CCIV;

(c)    holding the money or property of a CCIV.

Note: Holding the assets of a sub-fund of a CCIV is covered by paragraph (c) and does not constitute providing a custodial or depository service .

SECTION 1241F   AUSTRALIAN FINANCIAL SERVICES LICENCES  

1241F(1)    
For the purposes of Chapter 7 , a single Australian financial services licence can cover operating the business and conducting the affairs of more than one CCIV.

Note: This confirms that a corporate director of several CCIVs could be granted a single licence to operate the business and conduct the affairs of those CCIVs.

1241F(2)    
Treat subsection 911A(4) as also providing that a person is not exempt under any paragraph of subsection 911A(2) for a financial service they provide if:

(a)    the service is operating the business and conducting the affairs of a CCIV; and

(b)    the person is the corporate director of the CCIV.

1241F(3)    
Despite paragraph 912A(4)(b) , paragraph 912A(1)(d) also applies to an RSE licensee that is the corporate director of a CCIV.

1241F(4)    
Despite subsection 912A(5) , paragraph 912A(1)(h) also applies to an RSE licensee that is the corporate director of a CCIV, except to the extent that the risk relates solely to the operation of a regulated superannuation fund by the RSE licensee.

1241F(5)    
Treat subsection 912D(4) as also providing that, for the purposes of section 912D , a breach of a core obligation is taken to be significant in the case of a CCIV if the breach results, or is likely to result, in material loss or damage to a member of members of the CCIV.

1241F(6)    
(Repealed by No 76 of 2023, s 3, Sch 2 [ 568] (effective 20 October 2023).)

SECTION 1241G  

1241G   IMMEDIATE SUSPENSIONS OR CANCELLATIONS OF LICENCES  

Treat subsection 915B(3) as also providing that ASIC may suspend or cancel an Australian financial services licence held by a body corporate, by giving written notice to the body, if:

(a)    the body is the corporate director of a CCIV; and

(b)    the CCIV or the members of the CCIV have suffered, or are likely to suffer, loss or damage because the corporate director or the CCIV has breached this Act.

SECTION 1241H  

1241H   RESTRICTION ON USE OF CERTAIN WORDS OR EXPRESSIONS  

Treat subsection 923A(1) as also providing that a CCIV contravenes that subsection if the CCIV assumes or uses, in this jurisdiction, a restricted word or expression in relation to a financial services business or financial service.

SECTION 1241J   AGREEMENTS WITH CERTAIN UNLICENSED PERSONS  

1241J(1)    

Subdivision B of Division 11 of Part 7.6 also applies to an agreement entered into by:

(a)    

a CCIV (in that Subdivision called the non-licensee); and

(b)    

another person (in that Subdivision called the client) who is not a financial services licensee;

that constitutes, or relates to, the provision of a financial service by the corporate director of the CCIV (in that Subdivision called the corporate director) if:

(c)    the agreement is entered into in the course of a financial services business carried on by the corporate director; and

(d)    the corporate director does not hold an Australian financial services licence covering the provision of the financial service; and

(e)    the corporate director is not exempt from the requirement to hold such a licence.

Note 1: A CCIV does not need to be licensed to provide a financial service, instead the CCIV ' s corporate director needs to be (see subsection 1241B(1) ). This means section 924A will work appropriately only if the agreement mentioned in that section is between the corporate director and the client.

Note 2: This section works similarly to section 924A to ensure that the appropriate result happens if the agreement mentioned in section 924A is instead between the CCIV and the client.

Note 3: This section applies whether the financial service is provided to the client as a wholesale client or as a retail client.

1241J(2)    
Subdivision B of Division 11 of Part 7.6 applies to the agreement whether or not anyone else is a party to the agreement.

1241J(3)    
That Subdivision applies to the agreement as if subsections 925A(4) and (5) were replaced by the following:

" (4)
The client is not entitled to give a notice under this section if, within a reasonable period before the agreement was entered into, the non-licensee informed the client (whether or not in writing) that the corporate director did not hold an Australian financial services licence.

(5)
If, at a time when an Australian financial services licence held by the corporate director was suspended, the non-licensee informed the client that the licence was suspended, the non-licensee is to be taken for the purposes of subsection (4) to have informed the client at that time that the corporate director did not hold the licence. " .

SECTION 1241K  

1241K   TREAT THE CCIV AS A PROFESSIONAL INVESTOR  

Treat the definition of professional investor in section 9 as also meaning a CCIV if and while the corporate director of the CCIV holds an Australian financial services licence.

SECTION 1241L  

1241L   FINANCIAL SERVICES DISCLOSURE DOES NOT APPLY TO OPERATING THE BUSINESS AND CONDUCTING THE AFFAIRS OF CCIVs  

Part 7.7 does not apply to a financial service if:

(a)    the financial service consists only of operating the business and conducting the affairs of a CCIV; and

(b)    the financial service is provided by the corporate director of the CCIV.

SECTION 1241M  

1241M   FINANCIAL RECORDS OF THE CORPORATE DIRECTOR OF A CCIV  

When section 988E applies to a licensee because the licensee is the corporate director of a CCIV, treat that section as requiring the particulars of the matters in paragraphs 988E(a) to (g) to be shown so that they are clearly identifiable for each sub-fund of the CCIV.

Note: Section 988E is about the categories of information to be shown in the licensee ' s financial records.

SECTION 1241N   PROHIBITION ON HAWKING OF SECURITIES IN A CCIV  

1241N(1)    
Treat subsection 992A(2) as also providing that subsection 992A(1) does not apply to the offering of securities in a CCIV, hawking of which is prohibited by section 992AA (as extended by this section).

1241N(2)    
Subsection 992AA(1) also applies as if the reference in that subsection to interests in managed investment schemes included a reference to securities in a CCIV.

Note: Failure to comply with subsection 992AA(1) is an offence (see subsection 1311(1) ).

1241N(3)    
Subsection 992AA(1) , as it applies because of subsection (2) of this section, does not apply to an offer of securities in a CCIV if:

(a)    the offer is not to a retail client; or

(b)    the CCIV is a listed company and the offer is an offer of securities in the CCIV made by telephone by a financial services licensee; or

(c)    the offer is made to a client by a financial services licensee through whom the client has acquired or disposed of a security in a CCIV in the previous 12 months.

Note: A defendant bears an evidential burden in relation to the matters in this subsection (see subsection 13.3(3) of the Criminal Code ).

1241N(4)    
For the purposes of subsection 992AA(1) , as it applies because of subsection (2) of this section:

(a)    a reference to offering securities in a CCIV for issue includes a reference to inviting an application for the issue of securities in the CCIV; and

(b)    a reference to offering securities in a CCIV for sale includes a reference to inviting an offer to purchase securities in the CCIV.

1241N(5)    
Subsection 736(1) (about prohibiting the hawking of securities) does not apply to securities in a CCIV.

Note: A defendant bears an evidential burden in relation to the matter in this subsection (see subsection 13.3(3) of the Criminal Code ).

SECTION 1241P   MODIFICATIONS OF PART 7.8A  

1241P(1)    
Paragraph 994B(3)(d) (about an exception to making a target market determination for a financial product) does not apply to a fully paid ordinary share in a CCIV.

1241P(2)    
If a contravention referred to in paragraph 994M(1)(a) is a contravention by a CCIV, subsection 994M(1) applies to authorise recovery by action against the CCIV ' s corporate director instead of against the CCIV.

Note: Subsection 994M(1) authorises a client to recover the amount of loss or damage suffered because of certain contraventions.

SECTION 1241Q   PART 7.9 APPLIES TO THE ISSUE OR SALE OF SECURITIES IN A CCIV  

1241Q(1)    
Despite subsection 1010A(1) , Part 7.9 applies to securities in a CCIV.

Note: This and other sections in this Part extend and modify how Part 7.9 applies for a CCIV. A consequence is that, for a CCIV, references outside of Part 7.9 to provisions of Part 7.9 become references to those provisions as they apply because of this Part.

1241Q(2)    
Despite subsection 1010B(1) , Part 7.9 applies in relation to the issue of any security in a CCIV.

1241Q(3)    
If the corporate director of a CCIV is, apart from this subsection, a regulated person (within the meaning of Division 2 of Part 7.9 ) because it is the seller of a security in the CCIV, treat the CCIV as being the regulated person within the meaning of that Division instead of the corporate director.

Note 1: The corporate director of the CCIV will continue to be a regulated person for any other case.

Note 2: The CCIV will also be the regulated person for an issue of securities in the CCIV (see subsection 1241A(4) and section 1011B ).

1241Q(4)    
If a reference in Part 7.9 to a seller of a financial product applies to the corporate director of a CCIV as the seller of a security in the CCIV, treat the reference as referring to the CCIV.

1241Q(5)    
Subsections (3) and (4) apply despite subsection 1241A(2) .

Note: This subsection confirms that the general rule in subsection 1241A(2) does not affect subsections (3) and (4) of this section.

SECTION 1241R  

1241R   PRODUCT DISCLOSURE STATEMENTS - WHEN A SECURITY IN A CCIV IS OF THE SAME KIND AS ANOTHER PRODUCT  

For the purposes of sections 1012C and 1012D (as affected by this Part), a security in a CCIV that is referable to a sub-fund of the CCIV is of the same kind as another product only if the other product:

(a)    is also a security in the CCIV; and

(b)    is also referable to that sub-fund of the CCIV; and

(c)    is issued on the same terms and conditions (other than price) as the first-mentioned security.

SECTION 1241S   PRODUCT DISCLOSURE STATEMENTS - SITUATIONS WHEN NOT REQUIRED FOR CCIVs  

No consideration to be provided

1241S(1)    
Paragraph 1012D(5)(b) also applies to the case where the financial product is not an option and is a security in a CCIV.

Client is associated with the CCIV

1241S(2)    
Treat section 1012D as also providing that, in a recommendation situation, an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if:

(a)    the financial product is a security in a CCIV; and

(b)    the client is associated (within the meaning of subsection (3) of this section) with the CCIV.

1241S(3)    
For the purposes of subsection (2) , the client is associated with the CCIV if the client is:

(a)    the corporate director of the CCIV; or

(b)    a director or secretary of that corporate director; or

(c)    a senior manager of the corporate director or of a related body corporate of that corporate director; or

(d)    a spouse, parent, child, brother or sister of a person who is a director or senior manager of:

(i) that corporate director; or

(ii) a related body corporate of that corporate director; or

(e)    a body corporate controlled by a person referred to in paragraph (a) , (b) , (c) or (d) .

Dividend reinvestment plan or bonus share plan

1241S(4)    
Treat section 1012D as also providing that, in a recommendation situation or issue situation, the regulated person does not have to give the client a Product Disclosure Statement for a fully-paid share in a CCIV if:

(a)    the client already holds a share, of the same kind, in the CCIV; and

(b)    either:

(i) in a recommendation situation - the advice that constitutes the relevant conduct relates to an offer made under a dividend reinvestment plan or bonus share plan; or

(ii) in an issue situation - the offer or issue that constitutes the relevant conduct is made under a dividend reinvestment plan or bonus share plan.

Note: For when such a share is of the same kind, see section 1241R .

Compromise or arrangement under Part 5.1

1241S(5)    
Treat section 1012D as also providing that, in an issue situation or a sale situation, the regulated person does not have to give the client a Product Disclosure Statement if the issue situation or sale situation is an offer:

(a)    of securities in a CCIV; and

(b)    made under a compromise or arrangement under Part 5.1 approved at a meeting held as a result of an order under subsection 411(1) or (1A) .

Rights issues

1241S(6)    
Subsection 1012DAA(3) also applies to contraventions of the following provisions:

(a)    if the relevant product is a security in a CCIV - the provisions of Chapter 2M (as affected by Division 4 of Part 8.4B ), or the provisions of that Division, as they:

(i) apply to the CCIV; or

(ii) apply for a sub-fund of the CCIV;

(b)    if the relevant product is a security in a CCIV - section 675 as it applies to the CCIV.

1241S(7)    
Treat subsection 1012DAA(7) as:

(a)    providing that paragraph 1012DAA(7)(d) applies only if the relevant product is an interest in a registered scheme; and

(b)    also including the followingparagraph:

" (da) if the relevant product is a security in a CCIV - states that, as at the date of the notice, the CCIV has complied with the provisions of Chapter 2M (as affected by Division 4 of Part 8.4B ), and the provisions of that Division, as they:

(i) apply to the CCIV; and

(ii) apply for each sub-fund of the CCIV; and " .

Small scale offerings

1241S(8)    
Section 1012E also applies to financial products that are securities in a CCIV. For the purposes of that section, to the extent that those securities are referable to a sub-fund of the CCIV, treat the:

(a)    20 purchasers ceiling (subsections 1012E(6) and (7) ); and

(b)    $2 million ceiling (subsections 1012E(6) and (7) );

as applying only to financial products that are securities referable to that sub-fund of the CCIV.

SECTION 1241T   PRODUCT DISCLOSURE STATEMENTS - CONTENT REQUIREMENTS  

Main requirements

1241T(1)    
Treat subsection 1013D(1) as also including the following paragraph:

" (la) if the product is a share in a CCIV, and the CCIV ' s constitution makes provision for acquisitions described in paragraph 1223G(e) - a statement to the effect that the CCIV may acquire, in respect of any of its sub-funds, one or more shares that are referable to another of its sub-funds; and " .

1241T(2)    
Treat subsection 1013D(2A) as also including securities in a CCIV.

Extra requirements for ED securities in a CCIV

1241T(3)    
Section 1013I also applies as if:

(a)    references in that section to managed investment products included references to securities in a CCIV; and

(b)    references in that section to a scheme included references to the CCIV.

SECTION 1241U  

1241U   PRODUCT DISCLOSURE STATEMENTS - REPLACEMENT STATEMENTS  

Section 1014G also applies as if the reference in paragraph 1014G(a) to an interest in a managed investment scheme included a reference to an interest that is a security in a CCIV.

SECTION 1241V   PRODUCT DISCLOSURE STATEMENTS - LODGING WITH ASIC  

1241V(1)    
Section 1015B also applies as if:

(a)    a reference in that section to a managed investment product included a reference to a security in a CCIV; and

(b)    paragraph 1015B(1)(ba) were not enacted; and

(c)    an extra paragraph of subsection 1015B(1) provided that the financial product is a security that:

(i) is in a CCIV; and

(ii) is referable to a sub-fund of the CCIV that is an Australian passport fund.

1241V(2)    
When section 1015B so applies, treat subsection 1015B(2) as instead providing that the lodgement with ASIC of a Statement in relation to a security in the CCIV requires the consent of every director of the corporate director of the CCIV.

Note: This is the case whether the Statement is an issue Statement or a sale Statement.

SECTION 1241W  

1241W   PRODUCT DISCLOSURE STATEMENTS - USE OF APPLICATION FORMS  

Treat the definition of relevant financial product in subsection 1016A(1) as also meaning a security in a CCIV.

SECTION 1241X  

1241X   PRODUCT DISCLOSURE STATEMENTS - IF LODGED, THEN SECURITY NOT TO BE ISSUED OR SOLD BEFORE SPECIFIED PERIOD  

Section 1016B does not apply in relation to a financial product to which a Product Disclosure Statement relates if the financial product is a security that:

(a)    is in a CCIV; and

(b)    is referable to a sub-fund of the CCIV that is an Australian passport fund.

Note: This section does not prevent section 1016B from applying in relation to a security in the CCIV referable to any other kind of sub-fund of the CCIV.

SECTION 1241Y  

1241Y   REMEDIES FOR PERSON ACQUIRING FINANCIAL PRODUCT UNDER DEFECTIVE PRODUCT DISCLOSURE DOCUMENT  

If, for the purposes of subsection 1016F(2) , the responsible person is a CCIV, treat the reference in that subsection to the directors of the responsible person as if it were instead a reference to the directors of the corporate director of the CCIV.

SECTION 1241Z   DISCLOSURE OBLIGATIONS OF ISSUERS OF SECURITIES IN CCIVs  

1241Z(1)    
Subsection 1017B(2) also applies in relation to a financial product that is an ED security in a CCIV.

Note: A defendant bears an evidential burden in relation to the matter in subsection 1017B(2) (see subsection 13.3(3) of the Criminal Code ).

1241Z(2)    
Paragraph 1017D(1)(b) also applies as if it referred to a product that is a security in a CCIV.

SECTION 1241ZA  

1241ZA   COOLING-OFF PERIODS  

Division 5 of Part 7.9 also applies as if securities in a CCIV were another class of financial product covered by paragraph 1019A(1)(a) .

SECTION 1241ZB  

1241ZB   UNSOLICITED OFFERS TO PURCHASE SECURITIES IN CCIVs OFF-MARKET  

For financial products that are securities in a CCIV, treat paragraph 1019D(1)(d) as also providing that the offer is not made to the corporate director of the CCIV.

SECTION 1241ZC  

1241ZC   PRODUCT INTERVENTION ORDERS  

If a contravention referred to in paragraph 1023Q(1)(a) is a contravention by a CCIV, subsection 1023Q(1) applies to authorise recovery by action against the CCIV ' s corporate director instead of against the CCIV.

Note: Subsection 1023Q(1) authorises a client to recover the amount of loss or damage suffered because of contraventions of a product intervention order.

SECTION 1241ZD   INSIDER TRADING - EXCEPTIONS  

Buy-back of shares in a CCIV

1241ZD(1)    
Treat section 1043B as also providing that subsection 1043A(1) does not apply in respect of the acquisition of shares as part of a buy-back by a CCIV if the amount paid to each affected member of the CCIV for the buy-back is calculated (so far as is reasonably practicable) by reference to:

(a)    the underlying value of the assets of the sub-fund to which the shares are referable; less

(b)    any reasonable charge for the buy-back.

Redemption of shares in a CCIV

1241ZD(2)    
Treat section 1043B as also providing that subsection 1043A(1) does not apply in respect of the redemption of shares in a CCIV if the amount paid to each affected member on redemption is calculated (so far as is reasonably practicable) by reference to:

(a)    the underlying value of the assets of the sub-fund to which the shares are referable; less

(b)    any reasonable charge for that redemption.

Officer or employee is aware of certain transactions

1241ZD(3)    
Subsections 1043I(2) and (3) apply to a body corporate that is a CCIV as if the reference in subsection 1043I(2) to an officer or employee of the body corporate were instead a reference to:

(a)    the corporate director of the CCIV acting on behalf of the CCIV; or

(b)    an officer or employee (an official ) of the corporate director of the CCIV acting:

(i) on behalf of the CCIV; and

(ii) within the scope of the official ' s actual or apparent authority in relation to the corporate director;

and as if subsection 1043I(3) were not enacted, and the reference to that subsection in subsection 1043I(2) were omitted.

1241ZD(4)    
If the second person for the purposes of section 1043J is a CCIV, that section applies as if the reference in subsection 1043J(1) to the first person were instead a reference to:

(a)    an agent of the CCIV acting:

(i) on behalf of the CCIV; and

(ii) within the scope of the agent ' s actual or apparent authority in relation to the CCIV; or

(b)    the corporate director of the CCIV acting on behalf of the CCIV; or

(c)    an officer or employee (an official ) of the corporate director of the CCIV acting:

(i) on behalf of the CCIV; and

(ii) within the scope of the official ' s actual or apparent authority in relation to the corporate director;

and as if subsection 1043J(2) were not enacted, and the reference to that subsection in subsection 1043J(1) were omitted.