Other Important Information
Keeping You Informed
Unitholders will receive the following reports:
a) Confirmation of the acceptance of the Investor’s initial and one-off additional investments; this confirmation will provide details of the units issued
b) Confirmation that the Trustee has processed a Redemption Request; this confirmation will provide details of the unit and dollar value withdrawn
c) Quarterly distribution statement; and
d) A consolidated annual taxation statement
These reports will be sent to the contact details of the Unitholder provided in their investment application.
Up-to-Date Information
Certain information in this Information Memorandum may change from time to time. If this was to occur, investors in the Fund will be notified and the updated information will be published on our website [⚫].
A copy of the updated information will also be available free of charge upon request by contacting the Administrator using the details in the Corporate Directory.
Our Legal Relationship with Unitholders
The general law and the Trust Deed set out the rights and interests of the Unitholders and also set out the rights, duties and obligations of Trustee as the trustee of the Fund.
Trust Deed
The Fund is governed by the Trust Deed. The main provisions of the Trust Deed are summarised in this Information Memorandum. The Trust Deed is legally binding between Trustee and each Unitholder. To the extent of any inconsistency between this Information Memorandum and the Trust Deed, the provisions of the Trust Deed will prevail.
A copy of the Trust Deed is available by emailing either the Administrator or Manager on the addresses listed in the Corporate Directory.
Rights and Liabilities of Unitholders
Unitholders may not interfere with Trustee’s powers or exercise any rights in respect of any investment of the Fund. Under the Trust Deed, Unitholders may:
a) subject to the consent of the Trustee and payment of applicable expenses (if any, as determined by the Trustee), transfer units in the Fund;
b) attend and vote at meetings of the Fund; and
c) share in the income and capital distributions of the Fund.
Generally, the Trust Deed limits a Unitholder’s liability to the Trustee to the value of that Unitholder’s Application Amount. However, no absolute assurance can be given due to the fact that this has not been tested in superior courts.
Liability of Trustee as Trustee of the Fund
To the fullest extent permitted by law and except to the extent that any loss or damage is caused by the actual fraud, gross negligence or wilful default of the Trustee, the Trustee will not be liable to Unitholders in contract, tort, under statute or otherwise for any loss or damage suffered in any way relating to the Fund (including loss or damages to any Fund Property).
The liability of the Trustee to any person who is not a Unitholder in relation to the Fund (including obligations of the Trustee under any contracts entered into as trustee of the Fund) or any Fund Property is limited to the extent to which the Trustee is entitled to be and is in fact indemnified for such liability out of the Fund Property.
Retirement and Removal of the Trustee
The Trustee may be removed as trustee of the Fund in the circumstances set out in the Trust Deed. The Trustee may also retire voluntarily and may subject to Manager Direction appoint in writing another person to be the trustee effective from the retirement of the Trustee.
Termination of the Fund
The Trustee may terminate the Fund at any time by operation of law or in the circumstances provided in the Trust Deed. Where the Fund is terminated, the Trustee must comply with the procedure following termination set out in the Trust Deed.
Investment Management Agreement
The Fund has appointed the Manager as the investment manager of the Fund pursuant to the Investment Management Agreement.
Under the Investment Management Agreement, the Manager must perform certain specified investment management services and will manage and supervise the investment and divestment of the assets of the Fund.
The Manager will be authorised by the Trustee to do all things on behalf of the Trustee which the Manager considers reasonably necessary or desirable to provide the management services, and to perform its functions and duties under the Investment Management Agreement. The Manager may direct the Trustee to do such things as are necessary to effect the services, or as otherwise required for the purposes of, or in connection with, the provision of the services.
Custody & Fund Administration Agreement
The Trustee has appointed Apex Fund Services Pty Limited ACN 118 902 891 (Apex) as the custodian and administration of the Fund pursuant to the Custody & Fund Administration Agreement dated 9 May 2022 (Custody and Administration Agreement). Under the Custody and Administration Agreement, Apex must perform certain administration, other administration services, custody and facilities for the Fund. This includes setting up and providing unit registry, AML and “know-your-customer” services, investment administration, fund accounting and custody services.
Dealing with Complaints
The Trustee has procedures in place for dealing with complaints. The Trustee will seek to acknowledge receipt of your complaint in writing as soon as reasonably practicable and in any event within one Business Days from receipt, and address your complaint within thirty days. Unitholders with enquiries should contact the Trustee. Unitholders with enquires should contact the Trustee:
In writing:
Suite 703B, Level 7
1 York St
Sydney NSW 2000
By telephone
T: +61 2 8866 5150
By email:
E: info@evolutiontrustees.com.au
A copy of the Trustee’s Complaints Handling Policy is available at www.evolutiontrustees.com.au
Anti-Money Laundering and Counter Terrorism Financing (AML/CTF)
Australia’s AML/CTF laws require Equity Trustees to adopt and maintain a written AML/CTF Program. A fundamental part of the AML/CTF Program is that Equity Trustees must hold up-to-date information about investors (including beneficial owner information) in the Fund.
To meet this legal requirement, we need to collect certain identification information (including beneficial owner information) and documentation (KYC Documents) from new investors. Existing Investors may also be asked to provide KYC Documents as part of an ongoing customer due diligence/verification process to comply with AML/CTF laws. If applicants or Investors do not provide the applicable KYC Documents when requested, Equity Trustees may be unable to process an application, or may be unable to provide products or services to existing Investors until such time as the information is provided.
In order to comply with AML/CTF Laws, Equity Trustees may also disclose information including your personal information that it holds about the applicant, an investor, or any beneficial owner, to its related bodies corporate or Service Providers, or relevant regulators of AML/CTF Laws (whether inside or outside Australia). Equity Trustees may be prohibited by law from informing applicants or investors that such reporting has occurred. Equity Trustees shall not be liable to applicants or Investors for any loss you may suffer because of compliance with the AML/CTF laws.
Foreign Account Tax Compliance Act (FATCA)
FATCA is United States (US) tax law that enables the US Internal Revenue Service (IRS) to identify and collect tax from US persons that invest in assets through non-US entities. The Fund requires Unitholders to provide certain information regarding their identification in order for the Fund to comply with its obligations to obtain and disclose information about certain investors to the ATO and IRS. US persons should note that the Fund is a ‘Foreign Financial Institution’ under FATCA and discloses information about certain US and US-owned investors to the US tax authorities. To the extent that all requested information is obtained, US withholding tax should not apply to the Fund or its investors. Although the Fund may attempt to take steps to avoid the imposition of this withholding tax, no assurance can be given that the Fund will be successful. If the Fund suffers any amount of FATCA withholding and is unable to obtain a refund for the amounts withheld, we will not be required to compensate investors for any such withholding and the effect of the amounts withheld will be reflected in the returns of the Fund.
Common Reporting Standard (CRS)
The CRS is a tax reporting regime developed by the Organisation for Economic Co-operation and Development (OECD). Australia has committed to implementing the CRS by signing the Multilateral Competent Authority Agreement with the OECD and passing appropriate supporting legislation enabling tax information to be exchanged between tax authorities.
From 1 July 2017, the CRS requires financial institutions to identify and report foreign resident account holder information to their local tax authority, which will in turn exchange the information with the tax authorities of participating foreign jurisdictions. In order for the Fund to comply with its obligations, information about certain investors may be required to be collected and disclosed to the ATO.
Cooling off period
No cooling off period applies to the offer made in this Information Memorandum, as the units offered under this Information Memorandum are only available to Wholesale Clients in Australia.
Indirect Investors should seek advice from their IDPS Operator as to whether cooling off rights apply to an investment in the Fund by the IDPS. The right to cool off in relation to the Fund is not directly available to an Indirect Investor. This is because an Indirect Investor does not acquire the rights of a Investor in the Fund. Rather, an Indirect Investor directs the IDPS Operator to arrange for their monies to be invested in the Fund on their behalf. The terms and conditions of the IDPS Guide or similar type document will govern an Indirect Investor’s investment in relation to the Fund and any rights an Indirect Investor may have in this regard.
Privacy
Any personal details provided to the Trustee or Manager when you invest or at any other time in relation to your investment, will be used to administer and report on your investment with us, and for purposes related to that. In certain circumstances, we may be required by law to collect certain personal information about you.
We may also use and disclose the personal information you provide us for the purposes of complying with our obligations under the AML/CTF laws.
We aim to keep your personal details as up to date and accurate as possible. If any of your personal details are incorrect or have changed, please write to us as soon as possible.
You acknowledge that the Trustee or Manager may disclose to any other Service Provider appointed in respect of the Fund or to any regulatory body in any applicable jurisdiction copies of your Application Form and any information provided by you and any such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on such person by law or otherwise.
