Responsible Entities and Managed Investment Schemes

What is a managed investment scheme?

A managed investment scheme is a scheme that enables a group of investors to contribute money that is pooled for investment to produce a financial benefit. Section 9 of the Corporations Act 2001 (Cth) contains the definition of a managed investment scheme, which must have three particular features:

  • Investors contribute money or money’s worth as consideration to acquire rights (interests) to benefits that are produced by the scheme;
  • All contributions from investors are pooled or used for a common purpose to further produce benefits. Benefits may be financial or consist of rights or interests in property; and
  • The members of the scheme (investors) are not active in controlling the scheme’s day-to-day operations.

The concept of managed investment schemes was introduced in July 1998, by the Managed Investments Act (Cth), which replaced the old “prescribed interests” regime. Its most significant change was the replacement of the roles of trustee and manager with the single  role. It also introduced new measures to ensure adequate investor protection, including:

  • The licensing and surveillance of scheme operators by a regulator;
  • The scheme operator’s liability to investors;
  • Registration requirements for certain schemes; and
  • The separation of scheme assets from those of the scheme operator.

The provisions of the Managed Investments Act are incorporated in Chapter 5C of the Corporations Act 2001.

Managed investment schemes are a popular investment arrangement as they provide investors with access to assets and asset classes that may be otherwise inaccessible for them, and portfolio diversification within an asset class.

These trust-based investment schemes, which can also be referred to as managed funds and collective investments, are typically structured as unit trusts. Investors hold units in the trust and rely on a managing party to appropriately invest the pooled funds for a profit, which members are then entitled to on a pro-rata basis.

What is not a managed investment scheme?

Generally, only investments that are ‘collective’ are managed investment schemes. Some examples of investments that are not managed investments schemes include:

  • Regulated superannuation funds;
  • Approved deposit funds;
  • Debentures issued by a body corporate;
  • Barter schemes;
  • Franchises;
  • Direct purchases of shares or other equities; and
  • Schemes operated by an Australian bank in the ordinary course of banking business (e.g. term deposits).

What asset classes can a managed investment scheme invest in?

Managed investment schemes cover a wide variety of investments. Popular managed investment schemes include:

  • Property trusts;
  • Cash management trusts;
  • Equity trusts (Australian or International);
  • Agricultural schemes (e.g. horticulture, aquaculture, commercial horse breeding);
  • Timeshare schemes;
  • Mortgage schemes; and
  • Actively managed strata title schemes.

Does a managed investment scheme need to be registered?

A managed investment scheme can be either registered or unregistered. Regardless, all managed investment schemes must be operated by a manager with an Australian Financial Services Licence (AFS Licence), authorising it to run the scheme.

A managed investment scheme must be registered with the Australian Securities and Investments Commission (ASIC) if;

  • The scheme has 20 or more members;
  • The scheme is promoted by a person who is in the business of promoting managed investment schemes; or
  • ASIC has otherwise determined that the scheme must be registered.

Registered schemes have additional compliance and governance responsibilities. Where a scheme is required to be registered, the following must be addressed:

  • A Responsible Entity must be appointed (versus a trustee for a unregistered managed investment scheme);
    • The Responsible Entity must be an Australian public company holding an AFS Licence authorising it to act as a Responsible Entity;
    • The Responsible Entity must have minimum net tangible assets of $50,000 or 0.5% of the value of the scheme’s gross assets, up to $5 million assuming a custodian is appointed, otherwise $10 million is required;
  • Custodians must be appointed in some cases;
  • A Constitution, similar to a trust deed, that meets the Corporations Act requirements must be executed and lodged with ASIC;
  • A Compliance Plan must be created and lodged with ASIC, setting out the measures which a Responsible Entity is to undertake in operating the scheme to ensure compliance with the constitution and the Corporations Act;
  • A Compliance Committee is to be created if the board of directors of the Responsible Entity does not consist of at least half external directors.

Registered versus unregistered managed investment schemes

The following table provides a summary of the differences between registered and unregistered managed investment schemes.

[table id=1 /]

One Investment Group is licenced to act as responsible entity for registered managed investment schemes, and has experience as responsible entity for a variety of fund sizes and asset classes. For more information about One Investment Group’s services, contact us on enquiries@oneinvestment.com.au or call (02) 8277 0000.

John O’Leary

Director, Corporate Trust

John has over 19 years’ experience in the financial services industry working for a number of both domestic and global organisations. 

Prior to joining OIG, John worked for UBS, State Street, RBC, NAB Asset Servicing and MLC and has extensive experience in investment operations, custody and administration. 

John has a Bachelor of Arts Degree in Accounting and Finance from Athlone Institute of Technology and a post graduate Higher Diploma from Maynooth University. 

Emma Brown

Director, Finance & Taxation

Emma has over 17 years’ experience in accounting and taxation working largely in chartered accounting firms servicing clients from various industries including professional services and real estate. Throughout this time Emma has partnered with various business leaders in delivering quality professional advice and commercial insight. 

Emma has a Bachelor of Commerce from University of Newcastle, is a member of Chartered Accountants ANZ and is a registered tax agent. 

Garry El Hassan

Head of Registry Services

Garry comes to OIG with close to 20 years experience in the Financial Services Industry. Garry’s wide ranging financial services experience encapsulates operational functions within Registry, listed and unlisted asset management, Regulatory Reporting, Systems and Platform Management, AML/CTF Management, Remediation and Complaints  Management, and Deceased Estates Management.  

As systems owner across multiple organisations, Garry has been instrumental in the implementation and development of Registry and Advice systems from inception to maturity. With a history of developing high performing teams and elevating organisational capacity and efficiency, Garry has built a brand in the industry around seeing opportunities for development and transforming them into functional deliverables that have significant uplift for organisations and the clients. 

Notable positions Garry has held include various management roles at Macquarie Wrap Adviser Services, CommSec CBA, State Super Financial Services, First State Super and Aware Super. Garry has a Bachelor’s of Economics/ Managerial Economics from Western Sydney University. 

Monique Sheehan

Director, Client Services

Monique is a highly experienced financial services executive with an extensive background spanning over 25 years. She has held key leadership positions in both domestic and global organisations with experience including investment operations, capital markets, platform operations, custody, fund accounting, and middle office. 

Monique brings her wealth of expertise and professionalism to One Investment Group gained from her diverse roles across Macquarie Bank Ltd, State Street Australia Ltd, Australian Unity, Link Group and OneVue. 

Lisa Wilson

Head of Fund Services

With over 25 years of experience in the Custody and Fund Services industry, Lisa has managed all client operational functions including Fund Accounting, Financial Reporting, Tax, Private Equity, Middle Office, Platform and Unit Registry.  

While initially beginning her career in Fund Accounting, Financial Reporting and Tax, she soon began to build a brand as someone who could take teams through a change journey and has done so on various business transformations including IFRS and TOFA implementations, off-shoring of processes, platform migrations, on-boarding large clients, establishment of new functions and a business closure. Lisa has since been specialising in evolving operating models and leading people through change to build high performing teams. 

With her career spanning across Australia, UK, USA and Luxembourg, Lisa brings a wealth of experience in global and local organisations. Lisa is a CPA and has a Bachelor of Commerce from the University of Western Sydney. 

Tom Hure

Chief Financial Officer

Tom has over 25 years’ experience as a financial executive having led teams at listed, unlisted, joint venture, divisional, national, and government levels. Tom’s industry experience includes financial services, transport, real estate, leasing, funds management, and structured finance.

Prior to joining OIG in January 2022, Tom was Chief Financial Officer of Indigenous Business Australia, an Australian Government entity with an asset base of nearly $2 billion across housing loan, business loan and investment portfolios. Tom has also held senior finance roles at the likes of Transdev Australasia, CIMIC Group, Mirvac, ING Real Estate and Allco Finance Group.

Tom holds a Bachelor of Commerce (Accounting) from the University of Western Sydney, a Master of Commerce (Professional Accounting) from Macquarie University and is a member of Chartered Accountants Australia and New Zealand.

Steve Beland

Head of Sales

Steve has 16 years’ experience in accounting and taxation gained in funds management, corporate and professional services. Prior to joining Unity Fund Services in October 2010, he has held Tax manager roles at both Brookfield Multiplex Ltd and Everest Financial Group Ltd.

Prior to this, Steve worked for Ernst & Young providing general tax advice to corporate clients as well as being involved in a numerous tax due diligence assignments for private equity transactions. He also worked for Horwath as a Supervisor specialising in the provision of taxation and business services to high-net-worth individuals and SME businesses including a secondment to the Chicago (USA) office.

Steve is a Chartered Accountant, Registered Tax Agent and Chartered Tax Adviser of the Tax Institute of Australia. Steve holds a Bachelor of Commerce (Accounting) and Master of Taxation from the University of Sydney.

Michael Sutherland

Head of Corporate Trustee Services

Michael has over 25 years’ experience in the financial services industry including 12 years’ experience in providing trustee, custody and administration services to the debt capital markets and funds management industry.  

In this time Michael spent 7 years at Perpetual Limited where he was a senior lawyer in Perpetual’s legal teams. Michael has also spent a number of years in other business and legal roles including working in large, medium and boutique fund managers, retail banks, investment banks, structured credit providers and hedge funds, such as ANZ, ABN AMRO, AMP, Everest and Absolute Capital.  

Michael also has experience acting as an executive director of Responsible Entities, ASX listed companies (executive director and company secretary) and acting as a member of investment, product, risk, audit and compliance committees. 

Michael holds a Bachelor of Laws from University of Technology Sydney and a Bachelor of Arts from Macquarie University. He is a member of the Australian Securitisation Forum, the Property Funds Association, the Banking and Financial Services Law Association and holds a current practicing certificate from the NSW Law Society. 

Sarah Wiesener

Head of Legal, Risk and Compliance

Sarah is a lawyer with over 20 years’ experience in the financial services arena across a range of roles, structures and asset classes.

She is a Chartered Company Secretary and has acted as Company Secretary to a number of listed property funds.

Sarah has been head of compliance for a number of listed property funds. She has been a member of investment committees and provided support to audit, risk, and compliance committees as well as remuneration and nomination committees.

Sarah has experience in structuring complex capital markets transactions in domestic and overseas jurisdictions (primarily debt, securitisation and collaterised debt structures) and has worked closely with management on a number of fund management products for wholesale and retail investors.

Sarah holds a Bachelor of Laws from Bristol University (Honours) and holds a current NSW practising certificate.

Frank Tearle

Founder & Chief Executive Officer

Frank co-founded One Investment Group in 2009, and since December 2018 has acted as its chief executive officer. 

Before founding One Investment Group, Frank spent 6 years working at a structured finance and funds management business.  He held a variety roles including  General Counsel, a fund manager of two funds and interim head of the Hong Kong office. 

Prior to this corporate experience, Frank was a practicing lawyer with more than 10 years’ experience working in major law firms in Australia and the United Kingdom, specialising in mergers and acquisitions, capital markets, funds management and corporate governance. 

Frank has been a non-executive director of several companies, including the corporate manager of a Singapore listed property trust and an APRA regulated insurance company. 

Frank has a Masters in International Business Law from the University of Technology, Sydney and a Bachelor of Law (with Honours) from the University of Leicester.