FRP Capital Brickworks Information Memorandum July 2023 - Flipbook - Page 29
Brickworks Marketplace
Additional
Information
Information Memorandum
Constitution. Some examples of the Trustee’s powers include:
(i)
(ii)
manage and dispose of the Property in accordance with
the Constitution;
manage distributions;
(iii) borrowings of the Fund;
(iv) general operational and business affairs of the Fund;
INVESTMENT MANAGEMENT AGREEMENT
The Investment Management Agreement is between the Manager
and the Fund, under which the Manager provides investment
management services to the Fund.
The Investment Management Agreement contains provisions
dealing with matters such as the Manager’s obligations to report
to the Fund, and the agreement sets out the fees payable to the
Manager for its services.
The Investment Management Agreement will remain in force until
the Fund is wound up, unless the agreement is terminated earlier
in accordance with its provisions. The agreement can be terminated
by the Fund, if the Manager is in material breach of the agreement,
and that breach has not been remedied after a certain time. There
are also provisions allowing the Fund, to terminate if, for example,
the Manager becomes insolvent.
The Manager is permitted to terminate the agreement in certain
circumstances, such as if the Fund cease to be the Trustee for
the Fund.
SUMMARY OF CONSTITUTION
The Constitution is the primary document governing the relationship
between the Unitholders and the Fund. It contains extensive
provisions about the legal obligations of the parties and the rights
and powers of each.
Each Unit gives you an equal and undivided interest in the Fund.
However, a Unit does not give you an interest in any particular part
of the Fund. Subject to the Constitution, as a Unitholder you have
the following rights:
(a)
The right to share in any distributions.
(b)
The right to attend and vote at meetings of Unitholders.
(c)
The right to participate in the proceeds of winding up of the Fund.
THE TRUSTEE’S ROLE
The Trustee’s role is to be responsible for the efficient management
of the Fund. It must comply with the Constitution and the various
requirements of the Corporations Act. The Trustee is required to act
in the best interests of the Investors. The Trustee has a range
of duties, responsibilities and powers, which are set out in the
(v)
manage accounting and tax affairs of the Fund; and
(vi) manage investor relations.
PRIVACY COLLECTION STATEMENT
In applying to invest, you are providing the Fund with certain personal
details (your name, address etc). The Fund use this information to
establish and manage that investment for you.
Under the Privacy Act 1988 (Cth), you can access personal
information about you held by the Fund, except in limited
circumstances. Please let the Fund know if you think the information is
inaccurate, incomplete or out of date. You can also tell the Fund at any
time not to pass on your personal information by advising it in writing.
If you do not provide the Fund with your contact details and other
information, then they may not be able to process your application
to invest.
Under various laws and regulatory requirements, the Fund may have to
pass-on certain information to other organisations, such as the ATO or
the Australian Transaction Reports and Analysis Centre (“AUSTRAC”).
By applying to invest, you give the Fund permission to pass
information they hold about you to other companies which are
involved in helping them administer the Fund, or where they require it
for the purposes of compliance with the Anti-Money Laundering and
Counter-Terrorism Financing Act 2006 (Cth) or in connection with the
holding of Application Money. The Fund may also use your information
to provide you with details of future investment offers made by it.
REPORTING
Our reporting will comprise the following:
(a)
An investment confirmation upon issuing Units.
(c)
An annual income distribution statement detailing any
distributions paid to you, including an annual tax statement
detailing information required for inclusion in your annual
income tax return, which will be provided within 90 days of
the end of each financial year.
(b)
A periodic performance update report (at the Fund's discretion).
RELATED PARTY TRANSACTIONS
The Fund may from time to time face conflicts between our duties to
the Fund as Trustee, our duties to other funds that we manage and our
own interests. The Fund will manage any conflicts in accordance with
our conflicts of interest policy, the Constitution, ASIC policy and the law.
The Fund may from time to time enter into transactions with
related entities. All transactions will be effected at market rates
or at no charge.
The Manager is not a related party of us. The contractual
arrangements between the Fund and the Manager are negotiated
at arm’s length.
The Manager, with agreement from the Trustee has appointent an
Administrator, an associated company, pursuant to an administration
agreement under which the Administrator provides administration
services for the day-to-day operation of the Fund. These services
include Fund accounting, Unit pricing, reporting and preparation of
statutory accounts.
The Trustee has appointed the Registrar, a related party, for
Unit registry services in respect of the Fund. The Fund have
appointed these parties in consultation with, and with agreement
from, the Manager.
CONFLICTING INVESTOR INTERESTS
Investors may have conflicting investment, tax, and other interests
with respect to their investments in the Fund, including conflicts
relating to the structuring of acquisitions and disposals of the Fund’s
Assets. Conflicts may arise in connection with decisions the Fund
make regarding an investment that may be more beneficial to one
Investor than another, especially with respect to tax matters or the
potential to provide co-investment opportunities. In structuring,
acquiring and disposing of investments the Fund may consider the
investment and tax objectives of the Fund and its Investors as a whole,
not the investment, tax, or other objectives of any Investor individually.
ANTI-MONEY LAUNDERING LAW
The Anti-Money Laundering and Counter-Terrorism Financing
Act 2006 (Cth) requires the Fund to verify your identity prior to
accepting your investment. You will be required to provide the
identification information set out in the Application Form. The
Fund will not issue you with Units unless satisfactory identification
documents are provided.
FOREIGN ACCOUNT TAX COMPLIANCE ACT (FATCA)
FATCA is United States (“US”) tax legislation that enables the US
Internal Revenue Service (“IRS”) to identify and collect tax from US
residents that invest in assets through non-US entities. If you are a
US resident for tax purposes, you should note that the Fund is or is
expected to be a ‘Foreign Financial Institution’ under FATCA and it
intends to comply with relevant FATCA obligations, as determined by
either the FATCA regulations or any inter-governmental agreement
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(“IGA”) entered into by Australia and the US for the purposes of
implementing FATCA. Under these obligations, the Fund will have
to obtain and disclose information about certain Investors to the
Australian Taxation Office. In order for the Fund to comply with
relevant obligations, the Fund will also request that you provide certain
information about yourself, including your US Taxpayer Identification
Number (“TIN”). We will only use such information for this purpose
from the date the Fund is required to do so.
COMMON REPORTING STANDARD (CRS)
CRS is the single global standard set by the Organisation for
Economic Co-operation and Development (“OECD”) for the automatic
exchange of information with revenue authorities for tax non-residents
that invest in certain financial accounts. The standard covers both
the identification of tax non-residents and reporting on the applicable
financial accounts. The Fund will be a ‘Reporting Financial Institution’
under CRS and intend to comply with our CRS obligations under any
relevant Australian laws and regulations, including obtaining and
disclosing information about certain Investors to the ATO or other
foreign tax authorities as required. To facilitate these disclosures,
Investors will be required to provide certain information such as that
relating to their country of tax residence and their relevant taxpayer
identification number (if applicable).
ETHICAL CONSIDERATIONS, LABOUR STANDARDS
AND ENVIRONMENTAL IMPACT
Whilst the Fund intend to operate in an ethical and sound manner, the
Fund’s investment criteria do not include giving additional weight to
labour standards, environmental, social or ethical considerations.
CLASSES OF UNITS
As of the date of this IM there will be one class of Units in the Fund,
known as ordinary Units. These are referred to as Units in this IM.
The Fund may issue new classes of Units in the Fund at any time and
these different classes may have different terms and rights attached
to them, such as different fees, investment amounts, returns and
withdrawal rights.
NO COOLING-OFF PERIOD
Investors should note that no cooling off period will apply to
applications for Unit.
DUE DILIGENCE
FRP Capital, along with their team of industry experts, have carried
out an extensive due diligence process to mitigate risk and to ensure
the investment in the Brickworks Market Place Fund Trust is sound.
