{"id":"F2025L01175","name":"ASIC Corporations (Managed Investment Product Consideration) Instrument 2025/629","slug":"asic-corporations-managed-investment-product-consideration-instrument-2025-629","collection":"legislative_instrument","jurisdiction":"commonwealth","status":"in_force","isInForce":true,"actNumber":null,"makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107067,"registerId":"commonwealth-F2025L01175-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"ASIC Corporations (Managed Investment Product Consideration) Instrument 2025/629","content":"![Commonwealth Coat of Arms and ASIC logo](image.001.png)\n\nASIC Corporations (Managed Investment Product Consideration) Instrument 2025/629\n\nI, Leah Sciacca, delegate of the Australian Securities and Investments Commission, make the following legislative instrument.\n\nDate 23 September 2025\n\nLeah Sciacca\n\nContents\n\nPart 1—Preliminary 3\n\n1 Name of legislative instrument…………………………………………..….3\n\n2 Commencement……………………………………………………………..3\n\n3 Authority……………………………………………………………………3\n\n4 Simplified outline of this instrument…………………………………….….3\n\n5 Definitions…………………………………………………………………..3\n\nPart 2—Declarations 4\n\n6 Amount of consideration to acquire interest ……………………………….4\n\n7 Discretions affecting the amount of consideration to acquire interests and payments\n\nfor withdrawal…………………………………………….………..……...14\n\n8 Statements to be included in Product Disclosure Statement………………. 15\n\nPart 3—Exemption 16\n\n9 Equality of treatment………………………………………………………. 16\n\nPart 4—Application ……………………………………………………………… 17\n\n10 Application………………………………………………………………..17\n\nPart 5—Repeal…………………………………………………………………......18\n\n11 Repeal…………………………………………………………….………..18\n\nPart 1—Preliminary\n\n1 Name of legislative instrument\n\nThis is the ASIC Corporations (Managed Investment Product Consideration) Instrument 2025/629.\n\n2 Commencement\n\nThis instrument commences on the day after it is registered on the Federal Register of Legislation.\n\n> Note: The register may be accessed at www.legislation.gov.au.\n\n3 Authority\n\nThis instrument is made under subsections 601QA(1) and 1020F(1) of the Corporations Act 2001.\n\n4 Simplified outline of this instrument\n\nThis instrument applies to managed investment schemes that were registered before 1 October 2013 where the responsible entity has not published on its website a notice of its reliance on ASIC Class Order \\[CO 13/655\\] or ASIC Corporations (Discretions for Setting the Issue Price and Withdrawal Price of Interests in Managed Investment Schemes) Instrument 2023/693.\n\nThis instrument modifies Chapter 5C and Part 7.9 of the Act to allow a responsible entity to:\n\n(a) set the issue price for interests in a registered scheme in certain specified circumstances; and\n\n(b) exercise certain discretions in relation to a formula or method in the scheme constitution for determining the issue or withdrawal price for interests, subject to certain requirements.\n\nThis instrument also provides exemptions from the equal treatment duty under paragraph 601FC(1)(d) of the Act that are consequential on certain of the modifications made by this instrument.\n\n5 Definitions\n\nIn this instrument:\n\nAct means the Corporations Act 2001.\n\nPart 2—Declarations\n\n6 Amount of consideration to acquire interest\n\nChapter 5C of the Act applies to a responsible entity (except a responsible entity of a time-sharing scheme) as if the provisions of that Chapter were modified or varied as follows:\n\n(a) in section 601GA:\n\n(i) in paragraph (1)(a) before “the” (first occurring), insert “except as provided by sections 601GAA and 601GAB,”; and\n\n(ii) in subsection (4) omit “must:”, substitute “must, subject to section 601GAC:”;\n\n(b) after section 601GA, insert:\n\n“601GAA Constitutional provisions about the amount of consideration for the acquisition of interests\n\n(1) The constitution of a registered scheme does not have to make adequate provision for the amount of the consideration that is to be paid to acquire an interest in the scheme to the extent that it contains provisions that have the effect of enabling the responsible entity to set the acquisition price of interests in any of the circumstances set out in subsections (2) to (9).\n\nPlacements\n\n(2) The responsible entity may set the amount of the consideration to acquire interests where all of the following apply:\n\n(a) the interests are in a class of interests that are quoted on:\n\n(i) a financial market operated by ASX Limited or Cboe Australia Pty Ltd; or\n\n(ii) an approved foreign market;\n\nand the quotation of interests in that class is not suspended;\n\n(b) interests are not issued to:\n\n(i) the responsible entity; or\n\n(ii) an associate of the responsible entity unless the issue is covered by subsection (12) or (13);\n\n(c) either:\n\n(i) the issue, together with any related issue in the previous year does not, immediately before the issue, comprise more than 15% of the interests in that class; or\n\n(ii) all of the following apply:\n\n(A) members who hold interests in the same class approve the issue by a placement resolution;\n\n(B) unless the responsible entity reasonably considers that the issue will not adversely affect the interests of members in another class (if any)—members in that other class approve the issue by a placement resolution;\n\n(C) any notice convening a meeting to vote on the issue contains particulars of the use to be made of the money raised by the issue.\n\nRights issues\n\n(3) The responsible entity may set the amount of the consideration to acquire interests where all of the following apply:\n\n(a) the responsible entity offers the interests to persons who are members of the scheme on a date not more than 20 business days before the date of the offer, in proportion to the value of each member’s interests in the scheme at that date (subject to paragraph (g), interests offered to, but not acquired by, members may be issued to other persons);\n\n(b) the responsible entity offers the interests to all members of the scheme, except those foreign members (if any) it has excluded under subsection (10);\n\n(c) all the interests offered are in the same class;\n\n(d) the price of all the interests offered is the same;\n\n(e) the responsible entity reasonably believes that the amount by which the price of an interest is less than the amount that would otherwise apply under the constitution does not exceed a relevant maximum percentage specified in the constitution;\n\n(f) the responsible entity offers the interests to the members at substantially the same time;\n\n(g) the responsible entity only issues interests to its associates as members of the scheme or, in the case where the interests are in a class of interests that are quoted on a financial market operated by ASX Limited or Cboe Australia Pty Ltd or an approved foreign market, in accordance with subsection (12).\n\nInterest purchase plans\n\n(4) The responsible entity may set the amount of the consideration to acquire interests issued in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.\n\nDistribution reinvestment plans\n\n(5) The responsible entity may set the amount of the consideration to acquire interests (other than options for the issue of interests) where all of the following apply:\n\n(a) the interests are issued under an arrangement under which the whole or part of any money payable to a member under the constitution, by way of distribution of capital or income, is applied in payment for the issue of the interests;\n\n(b) each member of the scheme (except those foreign members (if any) that the responsible entity has excluded under subsection (11)), may from time to time elect to participate in the arrangement as to the whole, or some proportion, of the distributions which are, or would otherwise be, payable to that member;\n\n(c) all the interests issued under the arrangement are in the same class;\n\n(d) the price of each interest issued under the arrangement in relation to any particular distribution is the same;\n\n(e) all interests issued under the arrangement in relation to any particular distribution are issued at substantially the same time;\n\n(f) the responsible entity reasonably believes that the amount by which the price of an interest is less than the amount that would otherwise apply under the constitution does not exceed a relevant maximum percentage specified in the constitution.\n\nNegotiated fees\n\n(6) The responsible entity may set the amount of the consideration to acquire interests where:\n\n(a) the responsible entity and a person as a wholesale client agree on consideration that is equal to the price at which interests would be issued under the constitution, in the absence of this section, less a reduction (a fee reduction) in the fees that are payable to the responsible entity for the issue of the interests; and\n\n(b) the responsible entity has given all members a statement that fees may be individually negotiated with persons as wholesale clients on or before the first date when the responsible entity sends communication to all members after a fee reduction is first offered; and\n\n(c) each Product Disclosure Statement for interests in the scheme contains a statement that fees may be individually negotiated with persons as wholesale clients; and\n\n(d) the fee reduction does not adversely affect the fees that are paid or to be paid by any other member of the scheme who does not have the benefit of a fee reduction.\n\nSchemes where there is limited or no pooling\n\n(7) The responsible entity may set the amount of the consideration to acquire interests where the only contributions that may be used in common with or pooled with any other asset in the scheme are:\n\n(a) money placed in a bank account held by the responsible entity on trust; or\n\n(b) not proprietary rights and no income in which a member has any interest is to be paid or worked out by dividing up a pool; or\n\n(c) used in common or pooled between joint tenants or tenants in common where:\n\n(i) none of the tenants is the responsible entity or an associate of the responsible entity; and\n\n(ii) each tenant is a person known to each other tenant before being offered an interest for issue.\n\nForfeited interests\n\n(8) The responsible entity may set the amount of the consideration to acquire interests that have, in accordance with the constitution, been forfeited to the responsible entity on trust for members of the scheme where all or part of the amount (the outstanding amount) payable by the member in relation to the interest has not been paid when called and both of the following apply:\n\n(a) on the payment of the outstanding amount, the interest would be in a class of interests that are quoted on a financial market operated by ASX Limited or Cboe Australia Pty Ltd;\n\n(b) the sale of the forfeited interest is in accordance with section 254Q, other than subsections (1), (9), (10) and (13), as if the interests were shares, the scheme were a company and the responsible entity was each director of the company.\n\nStapled securities\n\n(9) The responsible entity may set the amount of the consideration to acquire interests that form part of stapled securities if the constitution contains adequate provision for the amount of the consideration to acquire the stapled securities or has provisions about the amount of the consideration to acquire the stapled securities that would be permitted by other subsections of this section or by section 601GAB if the stapled securities were interests in the registered scheme.\n\nForeign members\n\n(10) The responsible entity may elect not to make an offer to a foreign member under subsection (3) if the responsible entity:\n\n(a) where the scheme is included in the official list of the financial market operated by ASX Limited—complies with the requirements of Rule 7.7 of the listing rules of the financial market operated by ASX Limited as at 1 September 2025 concerning the treatment of members with a registered address outside Australia and New Zealand that are applicable to the relevant offer and issue of interests; or\n\n(b) where the scheme is not included in the official list of the financial market operated by ASX Limited and the offer is renounceable—appoints a nominee to sell the rights to acquire the interests that would otherwise have been offered to the foreign members and distribute to each foreign member their proportion of the proceeds of sale net of expenses; or\n\n(c) in any other case—determines that it would be unreasonable to make the offer to the member having regard to each of the following:\n\n(i) the number of members in the place (the relevant place) where the registered address of the member is situated;\n\n(ii) the number and the value of the interests that may be issued to members in the relevant place;\n\n(iii) the cost of complying with legal requirements and the requirements of any relevant regulatory authority applicable to making the offer in the relevant place.\n\n(11) The responsible entity may elect not to make an offer of the kind referred to in subsection (5) to each foreign member with a registered address in a place if it determines that it is unreasonable to make the offer to those members having regard to each of the following:\n\n(a) the number of members in the place;\n\n(b) the number and the value of the interests that may be issued under the arrangement to members in the place;\n\n(c) the cost of complying with legal requirements and the requirements of any relevant regulatory authority applicable to offering the arrangement in the place.\n\nUnderwriting of placements and rights issues by associates of the responsible entity\n\n(12) For the purposes of subsections (2) and (3), the responsible entity may issue interests to an associate as an underwriter or sub-underwriter where:\n\n(a) the issue is made under:\n\n(i) an underwriting agreement between the responsible entity and the associate that is entered on terms that are no more favourable to the associate than terms that would be reasonable in the circumstances if the responsible entity and the associate were dealing at arm’s length; or\n\n(ii) a sub-underwriting agreement between an underwriter and the associate that is entered on terms that are no more favourable to the associate than terms that would be reasonable in the circumstances if the underwriter and the associate were dealing at arm’s length; and\n\n(b) the associate holds an Australian financial services licence that authorises it to deal as an underwriter or sub-underwriter in interests in managed investment schemes and contains conditions to the effect that, where the licensee is an associate of the responsible entity of a registered scheme:\n\n(i) the licensee must not exercise voting rights in respect of any interests in the scheme that it acquires as an underwriter or sub-underwriter; and\n\n(ii) the licensee may only dispose of interests in the scheme that it acquires as an underwriter or sub-underwriter:\n\n(A) in the ordinary course of trading on a financial market operated by ASX Limited or Cboe Australia Pty Ltd or an approved foreign market; or\n\n(B) to a person who is not an associate of the responsible entity; or\n\n(C) to a person who is an associate of the responsible entity that acquires the interests in an eligible fiduciary capacity.\n\nPlacements to associates of the responsible entity\n\n(13) For the purposes of subsection (2), the responsible entity may issue interests to a person who is its associate where:\n\n(a) before the interests are issued, the associate holds interests in the scheme in an eligible fiduciary capacity; and\n\n(b) the associate acquires the interests in the eligible fiduciary capacity; and\n\n(c) the proportion of the interests that are issued to the associate does not exceed the proportion of interests in the scheme that the associate held immediately before the issue occurred.\n\n(14) For the purposes of subsections (12) and (13), a person holds or acquires interests in an eligible fiduciary capacity if the interests are held or acquired by the person as:\n\n(a) a trustee or custodian for a professional investor who is not the responsible entity or an associate of the responsible entity; or\n\n(b) a responsible entity of another registered scheme; or\n\n(c) a life insurance company, or an agent of a life insurance company, in the investment, administration and management of the assets of a statutory fund under the Life Insurance Act 1995; or\n\n(d) an approved trustee of a regulated superannuation fund under the Superannuation Industry (Supervision) Act 1993.\n\n(15) For the purposes of this section:\n\napproved foreign market has the meaning given by section 9.\n\nNote: The definition of approved foreign market is notionally inserted by ASIC Corporations (Definition of Approved Foreign Market) Instrument 2017/669.\n\nforeign member means a member of a registered scheme who has a registered address outside of this jurisdiction.\n\noffer includes, in relation to an issue of interests, inviting an application for the issue of interests.\n\nplacement resolution means, in relation to the approval of an issue of interests, a special resolution where:\n\n(a) votes are only cast in respect of interests (the eligible interests):\n\n(i) that are held by a member who will not acquire any of the interests that are to be issued; or\n\n(ii) that are held by a member for the benefit of another person who will not obtain beneficial ownership of any of the interests that are to be issued; and\n\n(b) the value of the eligible interests held by the members who vote represents at least 25% of the total value of eligible interests.\n\nrelated issue means, in relation to an issue of interests, an issue of interests in the same class at a price set by the responsible entity, which has not been approved or ratified by members in accordance with a provision in the constitution to the effect of subparagraph (2)(c)(ii) or issued in accordance with a provision of the constitution other than one to the effect of subsection (2).\n\nstapled security means two or more financial products including at least one interest in a registered scheme:\n\n(a) that under the constitution must be transferred together; and\n\n(b) where there are no financial products in the same class as those financial products which may be transferred separately.\n\n601GAB Discretions in constitutional provisions that set the amount of the consideration for the acquisition of interests\n\n(1) The constitution of a registered scheme may provide a formula or method that is to be used to determine the amount of the consideration to acquire interests in the scheme that complies with subsection (2) but gives the responsible entity a discretion to do one or more of the following:\n\n(a) decide a matter that affects the value of a factor included in the formula;\n\n(b) decide a matter that is an aspect of the method;\n\n(c) determine the amount of an adjustment to the amount determined by the formula for the costs in acquiring or disposing of scheme property, for assets of the scheme that are not scheme property or otherwise.\n\n> Note: The responsible entity may appoint an agent or otherwise engage a person to do anything it is authorised to do in relation to a scheme: see subsection 601FB(2).\n\n(2) The formula or method must:\n\n(a) if it applies when the interests in the scheme:\n\n(i) are not in a class of interests that is traded on a financial market; or\n\n(ii) are in a class of interests that are:\n\n(A) AQUA products as defined in the operating rules of ASX Limited that are able to be traded on the financial market operated by ASX Limited; or\n\n(B) exchange traded products as defined in the operating rules of Cboe Australia Pty Ltd that are able to be traded on the financial market operated by Cboe Australia Pty Ltd;\n\nbe based on the value of scheme property attributable to interests in that class at the time of issue less any liabilities that under the constitution may be met from that property attributable to interests in that class divided by the number of interests on issue in that class; or\n\n(b) otherwise—be based on the market price of the interests in that class on the market at or around the time of issue.\n\nNote: A reference to interests in a particular class includes a reference to all interests in the scheme if there are no separate classes of interest: subsection 57(2).\n\n(3) A discretion in the constitution of the kind referred to in subsection (1) must not be exercised on the basis that it will result in a particular amount being set as the amount of the consideration to acquire an interest in the scheme.\n\n601GAC Discretions in constitutional provisions about amounts to be paid on withdrawal\n\n(1) The constitution does not have to specify the right to withdraw from a scheme or set out adequate procedures for making and dealing with withdrawal requests to the extent that it provides a formula or method that is to be used to work out an amount that will be paid to a member making a withdrawal that complies with subsection (2) but gives the responsible entity a discretion to do one or more of the following:\n\n(a) decide a matter that affects the value of a factor included in the formula;\n\n(b) decide a matter that is an aspect of the method;\n\n(c) make an adjustment to the amount determined by the formula for the costs in acquiring or disposing of scheme property, for assets of the scheme that are not scheme property or otherwise.\n\nNote: The responsible entity may appoint an agent or otherwise engage a person to do anything it is authorised to do in relation to a scheme: see subsection 601FB(2).\n\n(2) The formula or method must be based on the value of scheme property attributable to interests of the relevant class less any liabilities that under the constitution may be met from that property attributable to interests in that class divided by the number of interests on issue in that class.\n\n(3) A discretion in the constitution of the kind referred to in subsection (1) must not be exercised on the basis that it will result in a particular amount being set as the amount that will be paid to a member making a withdrawal.”.\n\n  \n\n7 Discretions affecting the amount of consideration to acquire interests and payments for withdrawal\n\nChapter 5C of the Act applies to a responsible entity as if section 601FC were modified or varied by, after subsection (1), inserting:\n\n“Exercise of discretion on issue or withdrawal\n\n(1AA) The responsible entity must ensure that the manner in which a discretion affecting determination of the amount of consideration to acquire interests or the terms of any payment or removal of liability arising from withdrawal from the scheme is exercised is as far as practicable:\n\n(a) if the discretion relates to working out the value of scheme property—consistently with ordinary commercial practice for valuing property of the relevant kind; and\n\n(b) if the discretion relates to working out the market price of interests in the scheme which are quoted on a financial market—consistently with ordinary commercial practice for working out the market price of interests of the same kind in relation to an issue of the interests; and\n\n(c) in either case, consistently with producing a value or price that is reasonably current at the time of the issue or withdrawal.\n\nDocumentation of exercise of discretion\n\n(1AB) If a discretion affecting the amount of the consideration to acquire interests or the terms of any payment or removal of liability arising from withdrawal from the scheme is exercised, the responsible entity must:\n\n(a) only exercise the discretion if it is reasonable to do so; and\n\n(b) unless the discretion was exercised in accordance with a current written policy—prepare a written explanation of how the discretion was exercised and why such exercise was reasonable; and\n\n(c) where the discretion is exercised by a nominee–prepare a document identifying the nominee and the discretion exercised by the nominee; and\n\n(d) retain records of documents prepared in relation to the exercise of discretion under this section for 7 years after they cease to be current.”.\n\n8 Statements to be included in Product Disclosure Statement\n\nPart 7.9 of the Act applies in relation to a responsible entity (except a responsible entity of a time-sharing scheme) as if section 1013D of the Act were modified or varied by inserting after subsection (2A):\n\n“(2B) Without limiting paragraph (1)(j), if the financial product is a managed investment product and the responsible entity of the registered scheme to which the product relates may exercise a discretion referred to in subsection 601FC(1AB), the Product Disclosure Statement must include statements to the effect that copies of the documents relating to discretions about pricing of interests are available from the responsible entity at no charge.”.\n\n  \n\nPart 3—Exemption\n\n9 Equality of treatment\n\nA responsible entity of a registered scheme (except a responsible entity of a time-sharing scheme) does not have to comply with paragraph 601FC(1)(d) of the Act to the extent that it would prevent the responsible entity from:\n\n(a) dealing with some members of the scheme in the way described in subsections 601GAA(10) and (11) as notionally inserted into the Act by this instrument; or\n\n(b) where subsection 601GAA(4) as notionally inserted into the Act by this instrument applies—treating members who hold interests of the same class differently by offering and issuing interests in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547; or\n\n(c) where an offer is made in accordance with a provision of the constitution of the scheme to the effect of subsection 601GAA(3) as notionally inserted into the Act by this instrument—requiring some or all of the members who are offered interests as wholesale clients to notify the responsible entity of their acceptance of the offer by a date that occurs before another date (other date), by which other members are to notify their acceptance, provided that interests are not issued to those first mentioned members before the earliest date on which they may be issued to the other members of the scheme. The responsible entity must specify the other date in the Product Disclosure Statement for the offer (or, if a Product Disclosure Statement does not have to be given because the offer is made in accordance with section 1012DAA of the Act, in the terms of the offer).\n\nNote 1: The exemption in paragraph (b) allows the responsible entity to treat institutional and retail investors differently to the extent of the period that they are given to notify their acceptance of the offer. It does not permit the responsible entity to issue interests to institutional investors before any of the retail investors.\n\nNote 2: Relief from compliance with paragraph 601FC(1)(d) of the Act for differential fee arrangements of the kind covered by notional subsection 601GAA(6) of the Act set out above is provided by ASIC Corporations (Registered Schemes—Differential Fees) Instrument 2017/40: see subsection 5(3) of that instrument.\n\n  \n\nPart 4—Application\n\n10 Application\n\nSections 6 to 9 apply in relation to a managed investment scheme that became a registered scheme before 1 October 2013 and in relation to which the responsible entity has not published on its website:\n\n(a) a notice that it will rely on ASIC Class Order \\[CO 13/655\\]; or\n\n(b) a notice that it will rely on ASIC Corporations (Discretions for Setting the Issue Price and Withdrawal Price of Interests in Managed Investment Schemes) Instrument 2023/693.\n\n  \n\nPart 5—Repeal\n\n11 Repeal\n\nThis instrument is repealed at the start of 1 October 2030.","sortOrder":0}],"analysis":{"flash_summary":{"complexity_score":7,"scope_assessment":{"changed":false,"description":"This instrument narrows its application to a defined subgroup of older registered schemes (pre‑1 Oct 2013) that have not previously published reliance, and primarily implements discretions and procedural safeguards that are conceptually consistent with later ASIC instruments and class orders. It does not materially expand the types of conduct beyond those sorts of pricing/issue discretions already contemplated in later instruments; instead it updates/clarifies the statutory treatment for a limited population of schemes and imposes added transparency and record‑keeping requirements. In sum, it aligns scope and process for older schemes rather than growing the legislative purpose significantly beyond its original focus."},"complexity_factors":["Multiple notional insertions into the Corporations Act: new notional sections 601GAA, 601GAB and 601GAC plus modifications to 601GA and 601FC and 1013D (several cross‑references)","Many distinct conditional pathways in 601GAA (placements, rights issues, IPPs, DRPs, negotiated fees, limited pooling, forfeited interests, stapled securities, foreign member rules, underwriting to associates) — each with its own subconditions","Nested eligibility and exception rules (e.g. placement cap of 15% unless member approval, special placement resolution rules, eligible fiduciary capacity for associates)","Cross‑references to multiple external instruments and regimes (ASIC instruments 2019/547 and 2017/40, ASIC Class Order CO13/655, 2023/693, ASX listing rules and operating rules of ASX and Cboe, definition of approved foreign market)","Procedural and evidentiary requirements (reasonableness test, ordinary commercial practice standard, written explanations, nominee identification, 7‑year records retention)","Application constraint (only schemes registered before 1 Oct 2013 and not previously opted in) and a sunset/repeal date (1 Oct 2030) add conditional applicability","Several defined and technical terms with statutory meaning (foreign member, placement resolution, related issue, eligible fiduciary capacity, stapled security) increasing interpretive workload"],"plain_english_summary":"**What this instrument does (mechanics first)\n\n- Mechanically, the instrument amends how parts of the Corporations Act work for certain managed investment schemes by: (a) inserting new notional sections into Chapter 5C (labelled 601GAA, 601GAB and 601GAC) that let a responsible entity set issue prices and exercise pricing/withdrawal discretions in specified situations; (b) imposing procedural limits and record‑keeping and reasonableness requirements on how those discretions are exercised (modification of section 601FC) (see Part 2, especially section 6); (c) requiring Product Disclosure Statements (PDSs) to tell investors that documents about pricing discretions are available free of charge (modification of section 1013D) (see section 8); and (d) creating limited exemptions from the statutory duty to treat members equally where compliance would otherwise prevent the conduct authorised by the new notional sections (see section 9). The instrument only applies to schemes registered before 1 October 2013 that have not published reliance on two earlier ASIC instruments (see section 10) and it sunsets on 1 October 2030 (see section 11).\n\n**Who this affects\n\n- Responsible entities (the managers) of affected managed investment schemes (all schemes registered before 1 October 2013 that have not posted a stated reliance) are the decision‑makers and primary regulated parties (see section 10). \n- Members (investors) in those schemes are affected because issue prices, withdrawal payments and treatment between members can be set or varied in ways that the base Corporations Act previously constrained (see notional sections 601GAA, 601GAC and the exemption in section 9).\n- Wholesale clients can be offered individually negotiated fee arrangements in certain circumstances (see 601GAA(6)).\n\n**Why it matters (official purpose and what that implies)\n\n- The instrument’s stated effect is to give a responsible entity more explicit power and flexibility to set issue prices and to have discretions in constitutional pricing/withdrawal formulas in certain common capital‑raising and distribution contexts (placements, rights issues, distribution reinvestment plans, interest purchase plans, negotiated wholesale fees, limited pooling arrangements, forfeited interests, stapled securities and specified treatment of foreign members and underwriters) (see 601GAA(2)–(15)).\n- The claimed rationale (implicit in the drafting) is operational: to allow these older schemes to operate using modern capital‑raising and pricing practices under controlled conditions without necessarily having to amend constituent documents in detail.\n\n**How it works in practice (concrete mechanisms and constraints)\n\n- Specific permitted situations: the instrument lists discrete circumstances when the responsible entity may set the consideration (price) to acquire interests (placements up to 15% or with member approval, rights issues with specified timing and price constraints, DRPs, IPPs, negotiated wholesale fee arrangements, limited/no pooling schemes, sale of forfeited interests, stapled securities where constitutionally permitted) (see 601GAA(2)–(9)).\n- Conditions on associate dealings: issues to associates as underwriters or sub‑underwriters are permitted if commercial arm’s‑length terms apply and the associate holds an AFS licence with conditions (no voting on those interests, specified disposal constraints) (see 601GAA(12)). Issues to certain associates are permitted only if they hold the interests in an \"eligible fiduciary capacity\" and other limits apply (see 601GAA(13)–(14)).\n- Foreign members: the responsible entity may exclude some foreign members from offers in rights issues or DRPs where compliance burdens or listing rules justify exclusion, subject to detailed tests and procedures (see 601GAA(10)–(11)).\n- Discretion standards and record‑keeping: when discretions affecting pricing or withdrawal are exercised the entity must act reasonably, follow ordinary commercial practice for valuation/market pricing, aim for values that are reasonably current, document reasons (or follow a written policy), identify any nominee that exercised the discretion, and keep records for 7 years (see modified 601FC(1AA) and (1AB) in section 7).\n- Disclosure: PDSs must state that documents relating to pricing discretions are available free from the responsible entity (see section 8).\n- Equal treatment exemption: the instrument carves out limited relief from the statutory equal treatment requirement (601FC(1)(d)) to permit the differential treatment authorised above (see section 9). A separate ASIC instrument already covers some differential fee relief (noted at section 9).\n\n**Who pays, who decides, and what behaviour changes (straightforward summary)\n\n- Who decides: the responsible entity decides when to exercise the newly authorised discretions, subject to the reasonableness, documentation and disclosure constraints (see modified 601FC and PDS requirement in section 8).\n- Who may pay or benefit: concentrated benefits likely accrue to buyers in placements, underwriters, wholesale clients receiving negotiated fees, and the responsible entity (which gains pricing flexibility). Diffuse costs are primarily borne by retail members who may face dilution, delayed offers, or differing treatment (for example where a placement resolution is used or foreign members are excluded) (see 601GAA(2)–(5), (10)–(11), and section 9). The instrument requires the responsible entity to ensure fee reductions negotiated with wholesale clients do not adversely affect fees paid by other members (see 601GAA(6)(d)).\n\n**Compliance burden, incentives and risks\n\n- Compliance burden: responsible entities must maintain written policies or prepare written explanations each time a discretion is used, retain records for 7 years, and update PDS disclosures (see section 7 and 8). Constitutions may need amendments or careful interpretation to rely on the new notional sections.\n- Incentives and trade‑offs: the instrument increases contract freedom for responsible entities (more ways to raise capital and set prices) while imposing procedural constraints intended to limit misuse (reasonableness test, ordinary commercial practice requirement, disclosure). This creates an incentive to use negotiated fee and placement routes that may favour larger or wholesale investors, while the documentation and disclosure obligations create a countervailing incentive to record and justify decisions.\n- Conflict and capture risk: the instrument permits dealing with associates in some underwriting/placement roles, but requires arm’s‑length terms and licence conditions restricting voting and disposal—these controls reduce but do not eliminate conflict risk (see 601GAA(12)).\n- Market effects: by enabling more flexible pricing and placement pathways, the instrument lowers frictions for capital‑raising (may reduce time and cost for issuers) but can increase the risk that smaller members are relatively worse off if differential treatment or negotiated fees are used (see 601GAA(2)–(6) and section 9).\n\n**Implementation risks and limits\n\n- Applicability is narrow: only schemes registered before 1 October 2013 that have not published reliance on specified prior instruments may rely on this instrument (see section 10). That reduces cross‑scheme variability but means many schemes may be unaffected.\n- Temporary nature: the instrument is repealed on 1 October 2030 (see section 11), which affects long‑term governance choices and suggests some need for transitional planning by responsible entities.\n\n**Bottom line (neutral, practical)**\n\n- The instrument gives managers of certain older registered schemes explicit, conditional power to set issue prices and exercise pricing and withdrawal discretions in a list of common capital‑raising contexts, subject to reasonableness, ordinary commercial practice, disclosure and record‑keeping requirements. It shifts some practical pricing discretion back to responsible entities while imposing procedural constraints designed to increase transparency and limit arbitrary exercises of power (see sections 6–8 and 9)."},"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"kimi_summary":{"content_quality":"ok","complexity_score":7,"scope_assessment":{"changed":false,"description":"The instrument remains tightly focused on its original purpose: providing pricing flexibility for managed investment schemes. While it contains detailed provisions for various capital-raising methods (placements, rights issues, DRPS), these are all mechanisms for achieving the core objective of allowing responsible entities to set issue and withdrawal prices. The scope has not expanded beyond managed investment scheme pricing regulation."},"complexity_factors":["Extensive notional amendments to the Corporations Act 2001 (modifying sections 601GA, inserting new sections 601GAA, 601GAB, 601GAC, and modifying section 601FC and 1013D)","9 distinct circumstances where pricing discretion is permitted (subsections 601GAA(2)-(9)), each with multiple conditions and sub-conditions","Nested cross-references to other ASIC instruments (2019/547, 2017/669, 2017/40, 2023/693) and the Corporations Act","Complex defined terms including 'placement resolution', 'related issue', 'stapled security', 'eligible fiduciary capacity', and 'approved foreign market' (the latter defined in another instrument)","Conditional logic with multiple thresholds (15% cap on placements, 20 business day limit for rights issues, 25% voting threshold for placement resolutions)","Exceptions to the equal treatment duty (paragraph 601FC(1)(d)) with specific carve-outs for foreign members, wholesale client timing differences, and interest purchase plans","Detailed record-keeping and documentation requirements for exercise of discretions (7-year retention, written explanations, nominee identification)","Specific application criteria limiting the instrument to pre-1 October 2013 schemes that haven't opted into alternative relief","Interaction with ASX and Cboe Australia listing rules and operating rules (AQUA products, exchange traded products)","Arm's length requirements and licensing conditions for associates acting as underwriters"],"plain_english_summary":"This instrument lets responsible entities of legacy managed investment schemes (registered before 1 Oct 2013) use more flexible methods to set issue and withdrawal prices — including judged adjustments to NAV or market-based formulas — subject to valuation standards, recordkeeping and disclosure safeguards.\n\nIt modernises capital-raising and fee practices for those schemes, reducing the need for constitution amendments or member meetings, and expires automatically on 1 October 2030."}},"importantCases":[],"_links":{"self":"/api/acts/asic-corporations-managed-investment-product-consideration-instrument-2025-629","history":"/api/acts/asic-corporations-managed-investment-product-consideration-instrument-2025-629/history","analysis":"/api/acts/asic-corporations-managed-investment-product-consideration-instrument-2025-629/analysis","conflicts":"/api/acts/asic-corporations-managed-investment-product-consideration-instrument-2025-629/conflicts","importantCases":"/api/acts/asic-corporations-managed-investment-product-consideration-instrument-2025-629/important-cases","documents":"/api/acts/asic-corporations-managed-investment-product-consideration-instrument-2025-629/documents"}}