Continuous disclosure
Disclosing entities under the Corporations Act
are subject to certain regular reporting and
continuous disclosure requirements. While
some of the Trusts may not currently be
disclosing entities, we intend to comply with
the requirements for disclosing entities in
relation to the Trusts. This means that copies
of documents we lodge with ASIC may be
obtained from or inspected at an ASIC office.
We will also send you free of charge, upon
request, copies of:
the most recent annual financial report
lodged with ASIC
any half year financial reports lodged with
ASIC after the lodgement of that annual
financial report and before the date of this
PDS
any continuous disclosure notices we lodge
after the lodgement of that most recent
annual financial report and before the date
of this PDS.
Constitution
Each Trust is governed by a constitution. The
constitution binds the Responsible Entity and
the unitholders of that Trust. The constitution,
together with the Corporations Act, set out the
conditions under which each Trust operates
and the rights, responsibilities and duties of
the Responsible Entity in respect of each Trust.
In particular, the authorised investment and
valuation procedures for each Trust, the
Responsible Entity’s right to retire and its
ability to charge fees and recover expenses are
included in the constitution.
The Responsible Entity may alter the
constitution of a Trust in certain
circumstances if the Responsible Entity
reasonably considers that the change will not
adversely affect unitholders’ rights. Otherwise,
the Responsible Entity must obtain
unitholders’ approval by special resolution at
a meeting convened for that purpose.
Each Trust may be terminated in certain
circumstances stated in the constitution,
including on exercise of the Responsible
Entity’s discretion to terminate a Trust. Each
Trust may also be terminated and wound up,
as provided in the Corporations Act.
The constitution of each Trust contains
provisions limiting the Responsible Entity’s
need to compensate unitholders. Generally, if
the Responsible Entity complies with its
duties, it will not be required to compensate
unitholders for any loss unless the law requires
it to. The constitution of each Trust also
contains provisions regarding the Responsible
Entity’s liabilities and rights for
reimbursement out of that Trust.
The Responsible Entity receives fees and may
be entitled to reimbursement of certain
expenses as outlined in this PDS. From time
to time the Responsible Entity may hold units
in some or all of the Trusts on its own account.
The Responsible Entity may transfer assets of
a Trust to the unitholder rather than pay cash
in satisfaction of all or part of a withdrawal
request, subject to certain conditions set out
in the constitutions for the Trusts. This may
be subject to conditions, such as, that the
valuation of these assets be calculated within
one month before the date of the proposed
transfer, and that the costs associated with
the transfer of assets be paid by the unitholder
or be deducted from the amount due to the
unitholder.
Copies of the constitution of each Trust may
be inspected by contacting us on 1800 002
217 or we can provide you with a copy on
request.
Unitholder rights
The rights of a unitholder in each Trust are
outlined in the constitution for that Trust. The
rights of a unitholder in each Trust are also
affected by the Corporations Act and
exemptions and declarations issued by ASIC.
Some of these rights include the right to:
apply to withdraw units (please refer to the
‘How to make withdrawals**’ section on
page 29 for circumstances where the
Responsible Entity can delay a withdrawal
request)
receive income and capital distributions
apply to transfer units, noting that the
Responsible Entity may refuse any transfer
request, without giving reasons, subject to
the Corporations Act requirements
upon the death of a unitholder, pass
ownership of units to a surviving joint
holder or where held individually, to the
individual’s legal personal representative on
behalf of their estate
participate in income distributions upon
termination or winding up of the Trust after
the Trust’s liabilities and expenses have
been discharged
call, attend and vote at unitholder meetings.
The constitutions for the Trusts allow for
multiple classes of units to be issued within a
Trust. Each unit a unitholder holds in a Trust
gives a unitholder a beneficial interest in that
Trust as a whole, but not in any particular asset
of the Trust. Holding units in a Trust does not
give a unitholder the right to participate in the
management or operation of that Trust.
Each unit issued in respect of a particular class
within a Trust is of equal value and identical
rights are attached to all units of each
particular class within a Trust.
Compliance plan
The Trusts are governed by a compliance plan
that details how the Responsible Entity will
comply with each Trust’s constitution and the
Corporations Act.
Copies of the constitution of each Trust may
be inspected by contacting us on 1800 002
217 or we can provide you with a copy on
request.
Nature of the Trusts
Each Trust is a registered managed investment
scheme, which is a collective investment in
which unitholders are beneficiaries and are
entitled to participate in accordance with the
provisions of the constitution of the relevant
Trust and the Corporations Act.
Recoverable expenses
The Responsible Entity may charge, or be
reimbursed from a Trust, for a range of
expenses it properly incurs in respect of the
relevant Trust. These are all costs, charges,
expenses and outgoings, reasonably and
properly incurred by the Responsible Entity
in connection with the operation of that Trust.
These expenses are set out in the constitution
of each Trust.
Authorised investments
The constitution of each Trust gives the
Responsible Entity wide discretion over the
investments of the Trusts. This PDS outlines
the investments currently intended for each
Trust. To gain exposure to relevant asset
classes, IISL may hold direct investments, or
gain exposure via specific investments
indirectly through a range of investment
managers, including investments with
associated entities.
Related party contracts
IISL has investment and service contracts with
related parties within the Insignia Financial
Group, including IOOF Service Co Pty Ltd ABN
99 074 572 919 (IOOF Service Co).
IOOF Service Co is the services company which
IISL has engaged to provide certain ongoing
administration and operational services; and
is entitled to a monthly fee paid by IISL in
consideration of IOOF Service Co providing
those services.
Limitation of unitholders’ liability
The constitution of each Trust provides that
the liability of unitholders is limited to the
amount, if any, which remains unpaid in
relation to their investment in the relevant
Trust. The constitution of each Trust also
provides that unitholders shall not be under
any personal obligation to indemnify the
Responsible Entity (or its creditors) in respect
of the liabilities of the Responsible Entity in
relation to the relevant Trust. However, the
Responsible Entity cannot give an absolute
assurance that a unitholder’s liability is limited
in all circumstances as the issue has not been
finally determined in court. The Responsible
Entity excludes any relationship of agency
between the Responsible Entity and any
unitholder.
Borrowing policy
Although the constitution for each Trust
enables the Responsible Entity to borrow on
behalf of the Trust(s) it is the Responsible
Entity’s policy not to borrow for the purpose
of gearing.
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