if the passport fund is a regulated CIS, or a sub-fund of a regulated CIS, in only one participating economy—that participating economy; and

if the passport fund is a regulated CIS, or a sub-fund of a regulated CIS, in more than one participating economy—the participating economy in which the fund is first registered or approved as a regulated CIS (however that registration or approval is described).

the participating economy is not the home economy for the fund; and

either:

it is permitted under the law of the participating economy to offer interests in the fund in that economy, on the basis that the fund is a passport fund; or

an application has been made under the law of the participating economy for permission to offer interests in the fund in that economy, on the basis that the fund is a passport fund.

the Asia Region Funds Passport Joint Committee established under the Memorandum of Cooperation has published notification on the Passport website under subparagraph 5.6 of the Memorandum, at or before that time, that the Participant has effected implementation; and

at that time:

the Memorandum of Cooperation has not been terminated; and

the Participant has not withdrawn from the Memorandum of Cooperation.

include in the instrument the date on which each Participant, within the meaning of the Memorandum of Cooperation, became a participating economy; and

if a Participant, within the meaning of the Memorandum of Cooperation, ceases to be a participating economy—include in the instrument the date on which that Participant ceases to be a participating economy; and

ensure that the instrument is updated as soon as is reasonably practicable after a Participant, within the meaning of the Memorandum of Cooperation, becomes, or ceases to be, a participating economy.

the Minister is satisfied that:

under the Memorandum of Cooperation, there are grounds for requiring the operators of the funds to which the determination applies not to offer interests in the funds in this jurisdiction; and

the processes that, under the Memorandum of Cooperation, are to be followed before requiring the operators of the funds to which the determination applies not to offer interests in the funds in this jurisdiction, have been complied with; or

the Memorandum of Cooperation has been terminated; or

Australia or the home economy for the funds to which the determination applies withdraws from the Memorandum of Cooperation.

substantially the same as the Passport Rules set out in Annex 3 to the Memorandum of Cooperation; and

in force from time to time in that participating economy.

an obligation is imposed on the person in relation to an Australian passport fund under the Passport Rules for this jurisdiction; and

the person does not comply with the obligation.

an obligation is imposed on the person in relation to a notified foreign passport fund under the Passport Rules for this jurisdiction; and

the person does not comply with the obligation; and

the failure to comply results, or is likely to result, in a person in this jurisdiction who holds an interest in the fund suffering financial or other disadvantage.

the scheme is a registered scheme and the person is the responsible entity for the scheme; or

an application has been made for the scheme to be registered under section 601EB, and the person is the proposed responsible entity for the scheme.

be in the prescribed form; and

include a copy of the Product Disclosure Statement that the responsible entity for the scheme would be required to prepare if:

the responsible entity were a regulated person required to give a Product Disclosure Statement to a retail client under subsection 1012B(3); and

the scheme were registered as a passport fund.

(a) the responsible entity for the scheme is an eligible entity, within the meaning of section 3 of Annex 2 of the Memorandum of Cooperation; and

(b) each of the following is likely to be complied with in relation to the scheme:

this Act (including the Passport Rules for this jurisdiction);

the ASIC Act.

(a) assigning a unique number to the passport fund (the Australian Passport Fund Registration Number or APFRN for the passport fund); and

ensuring that details of the fund are entered on the Register of Passport Funds.

the operator of the fund offers interests in the fund in a participating economy other than Australia; and

the name of the fund in the other participating economy is not the same as the name of the Australian passport fund.

in the prescribed form; and

within 7 days after interests in the fund begin to be offered under that name.

be in the prescribed form; and

include a copy of the Product Disclosure Statement that the operator of the foreign passport fund would be required to prepare if:

the operator were a regulated person required to give a Product Disclosure Statement to a retail client under subsection 1012B(3); and

the fund were a notified foreign passport fund.

(a) ASIC is of the opinion that one or more of the following has not been, is not being or is not likely to be complied with in relation to the fund:

this Act (other than the Passport Rules for this jurisdiction);

the ASIC Act;

the law of the home economy for the fund, to the extent that the law is administered by the home regulator for the fund (including the Passport Rules for the home economy for the fund); or

ASIC is of the opinion that it is not in the public interest in this jurisdiction for the operator to offer interests in the passport fund in this jurisdiction; or

both of the following are satisfied:

an exemption has been given, or a modification made, to the Passport Rules for the home economy for the passport fund that affects the fund or entities connected with the fund;

ASIC does not consent to the exemption or modification; or

the name of the passport fund in relation to which the operator has given notice is not available in this jurisdiction.

make a request, in writing, to the home regulator for the fund for the opinion of the home regulator on the matter; and

specify in the request the basis for ASIC’s concerns about compliance with the law of the home economy; and

state a reasonable period during which ASIC will wait for a reply before acting; and

if the home regulator replies to the request within that period—give effect to the opinion of the home regulator on the matter.

the name is:

identical (under rules set out in the regulations) to a name that is reserved or registered under this Act for another body; or

identical (under rules set out in the regulations) to a name of a managed investment scheme that is the subject of an application for registration that has been lodged under section 601EA but not yet determined; or

identical (under rules set out in the regulations) to a name of a foreign passport fund in relation to which a notice of intention under section 1213 has already been lodged; or

identical (under rules set out in the regulations) to a name that is held or registered on the Business Names Register in respect of another individual or body who is not the operator; or

unacceptable for registration under the regulations; and

the operator of the fund has not notified ASIC and the home regulator for the fund in writing that it will adopt an available alternative name for the fund in this jurisdiction.

the Minister has made a determination under subsection 1210B(1) that the operators of passport funds, or a class of passport funds, the home economy for which is specified in the determination, must not offer interests in the fund in this jurisdiction; and

the determination applies to the passport fund.

the operator of the fund has lodged a notice of intention to offer interests in the fund to persons in this jurisdiction with ASIC under section 1213; and

the operator of the fund has not withdrawn the notice of intention under subsection 1213(3); and

within the consideration period for the notice of intention, ASIC has not given the operator:

(i) notification under that ASIC is of the opinion that information required under the prescribed form has not been provided; orsection 1213A

notification under section 1213B that the notice of intention has been rejected.

a period of 15 business days beginning on the day after the notice is lodged with ASIC; or

if ASIC and the operator agree that the period is to be extended under subsection (2)—the extended period.

neither the operator of a notified foreign passport fund nor the fund is to be treated as a company for the purposes of the corporations legislation, merely because the operator or the fund is registered as a foreign company under Division 2 of Part 5B.2; and

a reference in the corporations legislation to a share does not include an interest in a notified foreign passport fund unless the fund is also a company.

one of the following persons engages in conduct that constitutes an alleged offence against this Act or the ASIC Act:

a notified foreign passport fund;

the operator of a notified foreign passport fund;

a person with responsibilities in relation to a notified foreign passport fund; and

the conduct occurs in relation to the operation of the fund; and

the conduct occurs wholly in a foreign country; and

the person who engages in the conduct is not:

an Australian citizen; or

a body corporate incorporated by or under a law of the Commonwealth or of a State or Territory; and

it is not otherwise a physical element of the offence that the conduct results, or is likely to result, in a person in this jurisdiction who has an interest in the fund suffering financial or other disadvantage.

makes an offer of debentures in this jurisdiction that needs disclosure to investors under Chapter 6D, or does not need disclosure to investors under Chapter 6D because of subsection 708(14) (disclosure document exclusion for debenture roll overs) or section 708A (sale offers that do not need disclosure); or

makes an offer of debentures in this jurisdiction or elsewhere as consideration for the acquisition of securities under an off-market takeover bid.

a person makes an application to the operator in accordance with subsection (2) for a copy of the consolidated constitution of the fund; and

the person is:

an Australian member of the fund; or

a former member of the fund who acquired an interest in the fund in this jurisdiction, or is ordinarily resident in this jurisdiction; and

the person pays the reasonable costs of the operator, up to a prescribed amount, in providing a copy of the consolidated constitution; and

the operator fails, or refuses, to give the person a copy of the consolidated constitution in accordance with this section; and

as a result, the person does not obtain a copy of the consolidated constitution of the fund in accordance with this section.

a person makes an application to the operator in accordance with subsection (2) for a copy of the register of members for the fund; and

the person is:

in this jurisdiction; or

an Australian member of the fund; or

a former member of the fund who acquired an interest in the fund in this jurisdiction, or is ordinarily resident in this jurisdiction; and

the person pays the reasonable costs of the operator, up to a prescribed amount, in providing a copy of the register; and

the operator fails, or refuses, to give the person a copy of the register in accordance with this section; and

as a result, the person does not obtain a copy of the register of the fund in accordance with this section.

the application is in writing; and

the application states each purpose for which the applicant wishes to obtain a copy of the register; and

none of those purposes is a prescribed purpose.

(a) use information about a person (the other member) obtained from the register to contact or send material to the person; or

disclose information of that kind knowing that the information is likely to be used to contact or send material to the other member.

relevant to the holding of the interests recorded in the register or the exercise of the rights attaching to them; or

approved by the operator of the fund.

(a) use information obtained from the register for any purpose prescribed by regulations made for the purposes of paragraph 1213K(2)(c); or

disclose information of that kind knowing that the information is likely to be used for any such purpose.

the debt may be recovered by the operator of the fund as a debt due to it; and

any amount paid or recovered in respect of the debt forms part of the property of the fund.

the operator or the fund is required under the law of the home economy for the fund to prepare a report (however described) in relation to the fund; and

the operator or the fund makes the report available to members of the fund in the home economy without charge; and

the operator does not give Australian members of the fund, in accordance with this section:

a copy of the report; and

if a summary in English of all or part of the report is required under subsection (5)—a summary in English of all or that part of the report.

putting the report on the fund’s website so that it is accessible to Australian members of the fund; and

if members of the fund in the home economy are notified that the report is available on the fund’s website, or notified how those members may access it—giving equivalent notice to Australian members of the fund.

an Australian member of the fund; or

a former member of the fund who acquired an interest in the fund in this jurisdiction, or is ordinarily resident in this jurisdiction.

all or a specified part of the books of the operator that relate to the fund;

all or a specified part of the books of the fund;

an English translation of all or a specified part of the books of the operator that relate to the fund;

an English translation of all or a specified part of the books of the fund.

the applicant is acting in good faith; and

the books, or the specified part of the books, are to be obtained for a proper purpose.

ASIC requires the operator of the fund to lodge a copy of the whole or a specified part of the register of members of the fund, in accordance with subsections (2) and (3); and

the operator fails, or refuses, to lodge a copy of the register in accordance with this section.

ASIC is of the opinion that it is no longer necessary or desirable to retain it; and

it has been in the possession of ASIC for such period as is specified in the regulations, either generally or in relation to a particular document or class of documents.

establish and maintain a Register of Passport Funds; or

ensure that a Register of Passport Funds is established and maintained.

must include the prescribed details of Australian passport funds and notified foreign passport funds; and

must include the prescribed details of funds that have been deregistered as Australian passport funds and funds that have been removed as notified foreign passport funds; and

may include details of other passport funds.

cease to offer, or not to begin offering, interests in the fund to persons in this jurisdiction either indefinitely or for a period specified in the order;

cease to offer, or not to begin offering, interests in the fund to persons in another participating economy either indefinitely or for a period specified in the order;

take other action specified in the order;

cease to take other action specified in the order.

(a) one or more of the following has not been, is not being or is not likely to be complied with in relation to the fund (whether in this jurisdiction or in any other place):

(i) this Act (including the Passport Rules for this jurisdiction);

the ASIC Act; or

if the order is made under paragraph (1)(c)—taking the action specified in the order is reasonably necessary to ensure that an order made under paragraph (1)(a) or (b) is complied with; or

if the order is made under paragraph (1)(d)—not taking the action specified in the order is reasonably necessary to ensure that an order made under paragraph (1)(a) or (b) is complied with.

hold a hearing; and

give a reasonable opportunity to any interested people to make oral or written submissions to ASIC on whether an order should be made.

cease to offer, or not to begin offering, interests in the fund to persons in this jurisdiction either indefinitely or for a period specified in the order;

take other action specified in the order;

cease to take other action specified in the order.

subsections (4) and (7) are satisfied; or

the operator of the fund has ceased to be a registered foreign company; or

the operator of the fund has not had a local agent for more than 21 days; or

both of the following are satisfied:

the Minister has made a determination under subsection 1210B(1) that the operators of passport funds, or a class of passport funds, the home economy for which is specified in the determination, must not offer interests in the fund in this jurisdiction;

the determination applies to the passport fund;

if the order is made under paragraph (1)(b)—taking the action specified in the order is reasonably necessary to ensure that an order made under paragraph (1)(a) is complied with; or

if the order is made under paragraph (1)(c)—not taking the action specified in the order is reasonably necessary to ensure that an order made under paragraph (1)(a) is complied with.

this Act (including the Passport Rules for this jurisdiction);

the ASIC Act;

the law of the home economy for the fund, to the extent that the law is administered by the home regulator for the fund (including the Passport Rules for the home economy of the fund).

make a request, in writing, to the home regulator for the fund for the opinion of the home regulator on the matter; and

specify in the request the basis for ASIC’s concerns about compliance with the law of the home economy; and

state a reasonable period during which ASIC will wait for a reply before acting; and

if the home regulator replies to the request within that period—give effect to the opinion of the home regulator on the matter.

the impact on the members and prospective members of the fund of the failure, or potential failure, to comply with a law mentioned in subsection (4); and

any action taken, or that may be taken, by the home regulator for the fund.

hold a hearing; and

give a reasonable opportunity to any interested people to make oral or written submissions to ASIC on whether an order should be made.

any delay in making a stop order under section 1215 or 1215A would be prejudicial to the public interest; and

either:

in the case of an order that is to be made in relation to an Australian passport fund—one or more of the circumstances mentioned in subsection 1215(3) exists; or

in the case of an order that is to be made in relation to a notified foreign passport fund—one or more of the circumstances mentioned in subsection 1215A(3) exists.

may be made without holding a hearing, or during a hearing; and

must be in writing; and

lasts:

if the stop order is made during a hearing—until ASIC makes a stop order after the conclusion of the hearing, or the interim stop order is revoked; and

otherwise—for 21 days after the day on which it is made, unless sooner revoked.

be in the prescribed form; and

without limiting paragraph (a), set out the basis on which the operator of the fund believes that there are no longer grounds for the stop order.

revoke a stop order made under section 1215 in relation to an Australian passport fund if:

an application is made under subsection (1) of this section; and

ASIC is of the opinion that there are no longer grounds for the stop order; and

revoke a stop order made under section 1215A in relation to a notified foreign passport fund if:

an application is made under subsection (2) of this section; and

ASIC is of the opinion that there are no longer grounds for the stop order.

(a) ASIC gives the operator of an Australian passport fund a copy of a stop order under subsection 1215(5) or an interim stop order under subsection 1215B(3); or

(b) ASIC gives the operator of a notified foreign passport fund a stop order under subsection 1215A(9) or an interim stop order under subsection 1215B(3).

there are no members of the fund who became members (whether in this jurisdiction or any host economy for the fund) after the fund became an Australian passport fund; and

there are no members of the fund who became members (whether in this jurisdiction or any host economy for the fund) on the expectation that the fund would become an Australian passport fund.

is, or has at any time been, the operator of the fund; or

is a related party of an entity that is, or has at any time been, the operator of the fund.

a representation has been made by the fund or the operator of the fund in any document, or other means of communication, that might reasonably be expected to be available to persons considering acquiring an interest in the fund that the fund will become, or that it is intended or expected that the fund will become, an Australian passport fund; and

the person acquires an interest in the fund after that representation was made.

this Act (including the Passport Rules for this jurisdiction);

the ASIC Act.

members of the fund who became members (whether in this jurisdiction or any host economy for the fund) after the fund became an Australian passport fund; and

members of the fund who became members (whether in this jurisdiction or any host economy for the fund) on the expectation that the fund would become an Australian passport fund.

is, or has at any time been, the operator of the fund; or

is a related party of an entity that is, or has at any time been, the operator of the fund.

the grounds on which it is proposed to deregister the fund as an Australian passport fund; and

a reasonable time and place at which the hearing is to be held.

give the operator an opportunity to be heard at the hearing; and

give ASIC:

a report about the hearing; and

a recommendation about the grounds in the notice on which it is proposed to deregister the fund.

take no further action in relation to the matter and give written advice of that decision to the operator; or

deregister the fund as an Australian passport fund.

a notice under subsection (4);

a report under subsection (6) (if it is in writing).

the operator of the fund; and

each host regulator for the fund.

the operator of the fund; and

each host regulator for the fund.

there are no members of the fund who became members in this jurisdiction after the fund became a notified foreign passport fund; and

there are no members of the fund who became members in this jurisdiction on the expectation that the fund would become a notified foreign passport fund.

is, or has at any time been, the operator of the fund; or

is a related party of an entity that is, or has at any time been, the operator of the fund.

a representation has been made by the fund or the operator of the fund in any document, or other means of communication, that might reasonably be expected to be available to persons considering acquiring an interest in the fund that the fund will become, or that it is intended or expected that the fund will become, a notified foreign passport fund; and

the person acquires an interest in the fund after that representation was made.

the operator of the fund; and

the home regulator for the fund and each other host regulator for the fund.

the operator of the fund; and

the home regulator for the fund and each other host regulator for the fund.

declare that the Corporations legislation continues to apply:

in relation to a fund that has been deregistered as an Australian passport fund or removed as a notified foreign passport fund; and

to an entity in relation to a fund that has been deregistered as an Australian passport fund or removed as a notified foreign passport fund; and

declare that the Corporations legislation continues to apply:

in relation to a fund that has been deregistered as an Australian passport fund or removed as a notified foreign passport fund; and

to an entity in relation to a fund that has been deregistered as an Australian passport fund or removed as a notified foreign passport fund;

apply to all or specified provisions of the Corporations legislation; and

apply to all entities, a specified class of entities or a specified entity; and

apply to all former passport funds, a specified class of former passport funds or a specified former passport fund; and

relate to any other matter generally or as specified.

give a copy of a declaration that relates to a specified entity to the entity; and

give a copy of a declaration that relates to a specified former passport fund to the most recent operator of the fund.

provide that the Corporations legislation continues to apply:

in relation to a fund, all funds of a specified class or all funds that have been deregistered as Australian passport funds or removed as notified foreign passport funds; and

to an entity, all entities of a specified class or all entities in relation to a fund, all funds of a specified class or all funds that have been deregistered as Australian passport funds or removed as notified foreign passport funds; and

provide that the Corporations legislation continues to apply:

in relation to a fund, all funds of a specified class or all funds that have been deregistered as Australian passport funds or removed as notified foreign passport funds; and

to an entity, all entities of a specified class or all entities in relation to a fund, all funds of a specified class or all funds that have been deregistered as Australian passport funds or removed as notified foreign passport funds; and

exempt an entity from a provision of this Chapter; or

declare that this Chapter applies to an entity as if specified provisions were omitted, modified or varied as specified in the declaration.

apply to all or specified provisions of this Chapter; and

apply to all entities, a specified class of entities or a specified entity; and

apply to all passport funds, a specified class of passport funds or a specified passport fund; and

relate to any other matter generally or as specified.

give a copy of an exemption or declaration that relates to a specified entity to the entity; and

give a copy of an exemption or declaration that relates to a specified passport fund to the operator of the fund.

regulations made for the purposes of this Chapter; and

definitions in this Act or the regulations as they apply to references in:

this Chapter; or

regulations made for the purposes of this Chapter.

exempt an entity from a provision of the Passport Rules for this jurisdiction; or

declare that the Passport Rules for this jurisdiction apply to an entity as if specified provisions were omitted, modified or varied as specified in the declaration.

apply to all or specified provisions of the Passport Rules for this jurisdiction; and

apply to all entities, a specified class of entities or a specified entity; and

apply to all passport funds, a specified class of passport funds or a specified passport fund; and

relate to any other matter generally or as specified.

ASIC may only give an exemption or make a declaration under subsection (1) in relation to an Australian passport fund if each host regulator for the fund has agreed to the exemption being given or the declaration being made; and

ASIC may only give an exemption or make a declaration under subsection (1) in relation to a foreign passport fund if the home regulator for the fund has granted an equivalent exemption or made a similar omission, modification or variation of the Passport Rules for the home economy for the fund.

give a copy of an exemption or declaration that relates to a specified entity to the entity; and

give a copy of an exemption or declaration that relates to a specified passport fund to the operator of the fund.

exempt from all or specified provisions of the Corporations legislation (which includes this Chapter and the Passport Rules for this jurisdiction):

a passport fund, all passport funds of a specified class or all passport funds; or

an entity, all entities of a specified class or all entities, in relation to a passport fund, all passport funds of a specified class or all passport funds;

provide that the Corporations legislation (which includes this Chapter and the Passport Rules for this jurisdiction) applies in relation to:

a passport fund, all passport funds of a specified class or all passport funds; or

an entity, all entities of a specified class or all entities, in relation to a passport fund, all passport funds of a specified class or all passport funds;

in relation to securities or interests in managed investment schemes—underwriting the securities or interests;

the operation of a notified foreign passport fund;

the holding of the assets of a notified foreign passport fund;

concerning the fund; and

in relation to which ASIC has a power or function under the corporations legislation (other than the excluded provisions).

an order directing the operator to comply with that term of the undertaking;

an order directing the operator to transfer to fund property an amount up to the amount of any financial benefit that the operator has obtained directly or indirectly and that is reasonably attributable to the breach;

any order that the Court considers appropriate directing the operator to compensate any person who has suffered loss or damage as a result of the breach;

any other order that the Court considers appropriate.

that the operator has asked it not to release; and

that ASIC is satisfied:

is commercial in confidence; or

should not be disclosed because it would be against the public interest to do so; or

consists of personal details of an individual.

the person holds an interest in the fund that was acquired in this jurisdiction; or

the person is ordinarily resident in this jurisdiction and holds an interest in the fund.

that is registered under section 601EB as a registered scheme and also registered as an Australian passport fund under Part 8A.3; and

that is not deregistered as a registered scheme and an Australian passport fund under Division 2 of Part 5C.10, or deregistered as an Australian passport fund under Division 1 of Part 8A.7.

(a) a person has an expectation that a managed investment scheme will become an Australian passport fund only as set out in section 1216B; and

(b) a person has an expectation that a fund will become a notified foreign passport fund only as set out in section 1216G.

some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

for a company, registered scheme or disclosing entity (other than a notified foreign passport fund)—the meaning given by section 323D;

for a notified foreign passport fund—the meaning given by section 323DAA.

contributions of money or money’s worth to the fund; and

money that forms part of the fund property under provisions of this Act or the ASIC Act; and

money borrowed or raised by the operator of the fund for the purposes of the fund; and

property acquired, directly or indirectly, with, or with the proceeds of, contributions or money referred to in paragraph (a), (b) or (c); and

income and property derived, directly or indirectly, from contributions, money or property referred to in paragraph (a), (b), (c) or (d).

an interest in the fund; or

a legal or equitable interest in an interest in the fund; or

an option to acquire (whether by way of issue or transfer) an investment in the fund covered by paragraph (a) or (b); or

an option to dispose of an investment in the fund covered by paragraph (a) or (b); or

an interest a person holds under an arrangement that is a derivative if:

the consideration to be provided under the arrangement; or

the value of the arrangement;

an investment in the operator of the fund.

when used in Chapter 2E—has the meaning given by section 228; and

when used in Part 6D.3A—has the meaning given by subsection 738G(3); and

when used in Division 2 of Part 5C.10, Chapter 8A and the Passport Rules for this jurisdiction—has the meaning given by the Passport Rules for this jurisdiction.

some or all of the particulars in relation to the company, scheme or fund that are recorded in a register that ASIC maintains, or ensures is maintained, under subsection 1214(1) or 1274(1);

the total votes attached to voting shares in the body or voting interests in the scheme or fund, in which they or their associates:

have relevant interests; and

would have a relevant interest but for subsection 609(6) (market traded options) or 609(7) (conditional agreements);

the person has made a takeover bid for voting shares in the body or voting interests in the scheme, and the bid period has started and not yet ended.

in relation to an offer of securities in a body that is not a registered scheme or a notified foreign passport fund—the body;

in relation to an offer of interests in a registered scheme—the responsible entity of the scheme;

in relation to an offer of interests in a notified foreign passport fund—the operator of the fund.

shares in a body; or

debentures of a body; or

interests in a registered scheme or a notified foreign passport fund; or

legal or equitable rights or interests in:

shares; or

debentures; or

interests in a registered scheme or a notified foreign passport fund; or

options to acquire (whether by way of issue or transfer) a security covered by paragraph (a), (b), (c) or (d).

a derivative (as defined in Chapter 7), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c) or (d); or

a market traded option.

shares in a body; or

debentures of a body; or

interests in a registered scheme; or

when used in Chapter 6C—an interest in a listed notified foreign passport fund; or

legal or equitable rights or interests in:

shares; or

debentures; or

interests in a registered scheme or interests in a fund mentioned in paragraph (d); or

options to acquire (whether by way of issue or transfer) a security covered by paragraph (a), (b), (c), (d) or (e).

a derivative (as defined in Chapter 7), other than an option to acquire by way of transfer a security covered by paragraph (a), (b), (c), (d) or (e); or

a market traded option; or

when used outside Chapter 6C—an interest in a notified foreign passport fund.

(a) an undertaking to which interests in a notified foreign passport fund relate is, with the agreement, consent or acquiescence of the operator of the fund, included in the official list of a prescribed financial market; and

the market’s listing rules (according to their terms) apply to the fund in relation to a class (which may be some or all) of foreign passport fund products that relate to the fund;

the person is registered as the holder of securities in the fund on a register maintained by the operator of the fund under the law of the home economy for the fund; or

the person is entitled to be so registered.

(a) the fund must keep the branch register in the same manner as this Act requires the fund to keep the register kept under principal register); andsection 169 (the

the fund must enter in the principal register the details contained in the branch register; and

the fund must distinguish interests that are registered in the branch register from the interests registered in the principal register.

the act or omission is in the person’s capacity as a director, other officer or employee of a notified foreign passport fund; or

the act or omission:

is in the person’s capacity as a director, other officer or employee of the operator of a notified foreign passport fund; and

is connected with the operation of the fund.

a notified foreign passport fund; or

the operator of a notified foreign passport fund acting in that capacity.

being concerned in the management of a passport fund.

being a director of a passport fund, or of the operator of a passport fund; or

being concerned in the management of a passport fund; or

(v) carrying on activities that the Court is satisfied are substantially similar to being a director of a passport fund, or of the operator of a passport fund, or being concerned in the management of a passport fund; and

(a) the operator or the fund carrying on business in this jurisdiction; or

an act that the operator or the fund does, or proposes to do, in this jurisdiction; or

a decision by the operator or the fund whether or not to do, or refrain from doing, an act in this jurisdiction.

the operator of the fund is responsible for the performance of obligations in respect of the fund; and

the debts incurred in operating the fund are taken to be the debts of the fund.

a copy of a report for the fund for the year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;

a copy of each auditor’s report that relates to the report mentioned in paragraph (a).

sending, to each Australian member of the fund who has made the election referred to in paragraph (3)(a):

a hard copy of the reports; or

if the member has elected to receive the reports as an electronic copy in accordance paragraph (3)(c)—an electronic copy of the reports;

making a copy of the reports readily accessible, in English, on a website;

directly notifying, in writing, all members who did not make the election referred to in paragraph (3)(a) that the copy is accessible on the website, and specifying the direct address on the website where the reports may be accessed.

the member may elect to receive, free of charge, a copy of the reports for each financial year for the fund; and

if the member does not so elect—the member may access the report on a specified website; and

if the member elects to receive reports under paragraph (a) and the fund offers to send reports either as a hard copy or an electronic copy—the member may elect to receive the copy as either a hard copy or an electronic copy; and

if the member elects to receive reports under paragraph (a), the member may elect to receive the reports in English, or in an official language of the home economy of the fund.

a hard copy of the reports; or

an electronic copy of the reports if the member has nominated that means as one by which the member may be sent the reports.

if the member elects under paragraph 314A(3)(d) to receive reports in English or in an official language of the home economy of the fund—in the language elected by the member;

otherwise—in English.

a copy of a report for the fund for the year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;

a copy of each auditor’s report that relates to the report mentioned in paragraph (a).

a copy of a report for the fund for a financial year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund; and

a copy of each auditor’s report that relates to the report mentioned in paragraph (a).

lodge the amended report with ASIC within 14 days after the amendment; and

give a copy of the amended report free of charge to any Australian member who asks for it.

a period of 12 months in relation to which the operator of the fund must, under the Passport Rules for the home economy for the fund, prepare a report in accordance with the financial reporting requirements applying to the fund under those Passport Rules; or

if, under the law of the home economy for the fund, an exception allows a report in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund to be prepared for a shorter or longer period—that period.

a notified foreign passport fund;

the operator of a notified foreign passport fund;

directors of the operator of a notified foreign passport fund.

be expressed to be subject to conditions; and

be indefinite or limited to a specified period.

authorised by the operator of the notified foreign passport fund; and

in writing; and

lodged with ASIC.

notified foreign passport funds;

the operators of notified foreign passport funds;

the directors of the operators of notified foreign passport funds.

be expressed to be subject to conditions; and

be indefinite or limited to a specified period.

order that this Chapter, or provisions of this Chapter specified in the legislative instrument, are to apply in relation to one or more of the following:

notified foreign passport funds the home economy for which is specified in the legislative instrument;

operators and other entities connected with notified foreign passport funds the home economy for which is specified in the legislative instrument; and

modify the operation of this Chapter, or those provisions of this Chapter specified in the legislative instrument, for the purpose of giving effect to an order under paragraph (a).

the person is a director of the operator of a notified foreign passport fund; and

the person fails to take all reasonable steps to comply with, or to secure compliance with, Part 2M.3.

the anniversary of the day on which the fund first became a notified foreign passport fund; or

if a choice of a different date has effect under section 345C—that different date.

the company, the responsible entity of the scheme or the operator of the fund; or

an agent of the company, the responsible entity or the operator.

that ASIC maintains, or ensures is maintained, under subsection 1214(1); or

that ASIC maintains under subsection 1274(1);

the company, the responsible entity of the scheme or the operator of the fund; or

an agent of the company, the responsible entity or the operator.

a director or secretary of the operator of the fund; or

the local agent for the operator of the fund; or

if the local agent is a company—a director or secretary of that company.

the fund satisfies one of the criteria mentioned in paragraphs 601PA(2)(a), (b) and (c) (usual grounds on which a registered scheme can be voluntarily deregistered); and

there are no members of the fund who became members (whether in this jurisdiction or any host economy for the fund) after the fund became an Australian passport fund; and

there are no members of the fund who became members (whether in this jurisdiction or any host economy for the fund) on the expectation that the fund would become an Australian passport fund.

is, or has at any time been, the operator of the fund; or

is a related party of an entity that is, or has at any time been, the operator of the fund.

the fund does not have a responsible entity that meets the requirements of section 601FA; or

the fund does not have a constitution that meets the requirements of sections 601GA and 601GB; or

the fund does not have a compliance plan that meets the requirements of section 601HA; or

the fund’s property is not being:

clearly identified as the fund’s property; and

held separately from property of the operator and property of any other scheme;

the following conditions are satisfied:

the response to a return of particulars given to the operator of the fund is at least 6 months late;

no other documents have been lodged by or on behalf of the fund in the last 18 months;

ASIC has no reason to believe that the fund is being operated; or

the fund’s review fee in respect of a review date has not been paid in full at least 12 months after the due date for payment; or

the fund has been wound up.

members of the fund who became members (whether in this jurisdiction or any host economy for the fund) after the fund became an Australian passport fund; and

members of the fund who became members (whether in this jurisdiction or any host economy for the fund) on the expectation that the fund would become an Australian passport fund.

is, or has at any time been, the operator of the fund; or

is a related party of an entity that is, or has at any time been, the operator of the fund.

the grounds on which it is proposed to deregister the fund as a registered scheme; and

a reasonable time and place at which the hearing is to be held.

give the operator an opportunity to be heard at the hearing; and

give ASIC:

a report about the hearing; and

a recommendation about the grounds in the notice on which it is proposed to deregister the fund as a registered scheme.

decide to take no further action in relation to the matter and give written advice of that decision to the operator; or

deregister the fund as a registered scheme.

a notice under subsection (4);

a report under subsection (6) (if it is in writing).

to the operator; and

to each host regulator for the Australian passport fund.

to the operator; and

to each host regulator for the Australian passport fund.

details of their relevant interest in:

voting shares in the company; or

interests in the scheme; or

interests in the fund; and

details of any relevant agreement through which they would have a relevant interest in:

voting shares in the company; or

interests in the scheme; or

interests in the fund; and

a member of the company, scheme or fund; or

a person named in a previous disclosure under section 672B as having a relevant interest in, or having given instructions about, voting shares in the company, interests in the scheme or interests in the fund;

if the direction is given by a listed company, the responsible entity of a listed registered scheme or the operator of a listed notified foreign passport fund—the company, responsible entity or operator pays any fee payable under the regulations made for the purposes of section 672D.

details of the nature and extent of a person’s relevant interest in shares in the company, interests in the scheme or interests in the fund;

details of the circumstances that give rise to a person’s relevant interest in shares in the company, interests in the scheme or interests in the fund;

the name and address of a person who has a relevant interest in shares in the company, interests in the scheme or interests in the fund;

details of instructions that a person has given about:

the acquisition or disposal of shares in the company, interests in the scheme or interests in the fund; or

the exercise of any voting or other rights attached to shares in the company, interests in the scheme or interests in the fund; or

any other matter relating to shares in the company, interests in the scheme or interests in the fund;

the name and address of a person who has given instructions of the kind referred to in paragraph (d).

the operator’s registered office; or

the operator’s principal place of business in this jurisdiction; or

a place in this jurisdiction (whether or not an office of the operator) where the work involved in maintaining the register is done; or

another place in this jurisdiction approved by ASIC.

established at a place that:

is not the registered office of the company, responsible entity or operator; and

is not at the principal place of business of the company, responsible entity or operator in this jurisdiction; or

moved from one place to another.

if the company, responsible entity or operator requires payment of a fee for the copy:

before the end of 21 days after the day on which the payment of the fee is received by the company, responsible entity or operator; or

within such longer period as ASIC approves in writing; or

if the company, responsible entity or operator does not require payment of a fee for the copy:

before the end of 21 days after the day on which the request is made; or

within such longer period as ASIC approves in writing.

the entity is aware of information if, and only if, the operator of the fund is aware of the information; and

the obligation of the entity to lodge a document under subsection (2) is an obligation of the operator of the fund.

a provision of the Passport Rules for this jurisdiction; or

any of the following in relation to a notified foreign passport fund:

an interest in the fund;

a legal or equitable right or interest in an interest covered by subparagraph (i);

an option to acquire, by way of issue, an interest or right covered by subparagraph (i) or (ii);

in relation to securities and interests in managed investment schemes—underwriting the securities or interests;

the products are:

superannuation products; or

managed investment products; or

financial products referred to in paragraph 764A(1)(ba) (which relates to certain managed investment schemes that are not registered schemes); or

foreign passport fund products.

the operation of a notified foreign passport fund;

the holding of the assets of a notified foreign passport fund;

a notified foreign passport fund whose operator is a related body corporate of the market licensee;

the service is the acquisition of a financial product as an investment of the assets of a notified foreign passport fund by:

the operator of the fund; or

another person acting on the direction of the operator of the fund, or the direction of an agent of the operator of the fund;

the service is the disposal of a financial product that was acquired as an investment of the assets of a notified foreign passport fund by:

the operator of the fund; or

another person acting on the direction of the operator of the fund, or the direction of an agent of the operator of the fund;

(ej) the service is the issuing, acquisition or disposal of a derivative or foreign exchange contract by:

the operator of a notified foreign passport fund; or

another person acting on the direction of the operator of a notified foreign passport fund, or the direction of an agent of the operator of a notified foreign passport fund;

if the licensee is the operator of an Australian passport fund, or a person with responsibilities in relation to an Australian passport fund, comply with the law of each host economy for the fund; and

is an operator of a notified foreign passport fund whose members have suffered, or are likely to suffer, loss or damage because the body has breached this Act; or

a host regulator for the fund has notified ASIC in writing that it is of the opinion that the person or the fund has not complied, is not complying or is not likely to comply with the law of that host economy to the extent that the law is administered by the host regulator for the fund (including the Passport Rules for the host economy for the fund);

ASIC is of the opinion that it should suspend or cancel the licence, given the potential impact of the failure, or potential failure, to comply on members or potential members of the fund.

a host regulator for the fund has notified ASIC in writing that it is of the opinion that the person or the fund has not complied, is not complying or is not likely to comply with the law of that host economy to the extent that the law is administered by the host regulator for the fund (including the Passport Rules for the host economy for the fund);

ASIC is of the opinion that it should make the banning order, given the potential impact of the failure, or potential failure, to comply on members or potential members of the fund.

the providing entity is the operator of a notified foreign passport fund; and

the financial service consists only of the operation of that fund by the operator.

any foreign passport fund product; or

a foreign passport fund product; or

a foreign passport fund product; or

the financial product is a foreign passport fund product; and

the client is associated (within the meaning of subsection (9D)) with the fund’s operator.

a senior manager of the operator or of a related body corporate; or

a spouse, parent, child, brother or sister of a person who is a senior manager of the operator or a related body corporate; or

a body corporate controlled by a person referred to in paragraph (a) or (b).

the provisions of Chapter 2M as they apply to the notified foreign passport fund in which the relevant product is an interest;

section 674 or 675 as it applies to the notified foreign passport fund in which the relevant product is an interest;

if the relevant product is a foreign passport fund product—states that, as at the date of the notice, the issuer of the relevant product has complied with:

the provisions of Chapter 2M as they apply to the fund in which the relevant product is an interest; and

section 674 as it applies to that fund; and

the provisions of Chapter 2M as they apply to:

the issuer; or

if the relevant product is an interest in a registered scheme—the scheme; or

if the relevant product is an interest in a notified foreign passport fund—the fund;

section 674 or 675 as it applies to:

the issuer; or

if the relevant product is an interest in a registered scheme—the scheme; or

if the relevant product is an interest in a notified foreign passport fund—the fund;

states that, as at the date of the notice, the issuer of the relevant product has complied with the provisions of Chapter 2M, and of section 674, as those provisions apply to:

the issuer; or

if the relevant product is an interest in a registered scheme—the scheme; or

if the relevant product is an interest is a notified foreign passport fund—the fund; and

for a continuously quoted security of a notified foreign passport fund—the information is included in any of the following documents:

a copy of a report for the fund for the most recent financial year for the fund, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;

a copy of an auditor’s report that relates to the report mentioned in subparagraph (i);

any continuous disclosure notices given by the issuer of the product after the lodgment of the report mentioned in subparagraph (i) and before the date of the Product Disclosure Statement; and

identify the home economy for the notified foreign passport fund to which the foreign passport fund products relate; and

include a statement that:

the operation of the fund is regulated by the law of the home economy for the fund; and

the operator of the fund and the custodian of the assets of the fund are regulated under the law of the home economy for the fund; and

the rights and remedies available to a person who acquires the foreign passport fund product may differ from the rights and remedies available in relation to a registered scheme; and

information made available to members of the fund in the home economy will from time to time be made available to Australian members of the fund by posting the information on the fund’s website; and

include an outline of the main rights and remedies available under the law of the home economy for the fund to persons who acquire the foreign passport fund product in this jurisdiction; and

include an outline of how information mentioned in subparagraph (b)(iv) may be accessed by Australian members of the fund; and

include a statement that the rights of a member of the fund on the fund being wound up are mainly determined under the constitution for the fund and the law of the home economy for the fund.

as a disclosing entity, the fund is subject to regular reporting and disclosure obligations; and

copies of documents lodged with ASIC in relation to the fund may be obtained from, or inspected at, an ASIC office.

inform people of their right to obtain a copy of the following documents:

a copy of a report for the most recent financial year for the fund, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;

a copy of each auditor’s report that relates to the report mentioned in subparagraph (i); or

include, or be accompanied by, a copy of that document or those documents.

the Product Disclosure Statement informs people of their right to obtain a copy of a document referred to in subsection (3); and

a person asks the issuer (in the case of an issue Statement) or the seller (in the case of a sale Statement) for a copy of the document.

free of charge; and

as soon as practicable, and in any event within 5 days, after receiving the person’s request; and

if the person asks the issuer or seller for a copy of the document in English—in English.

the financial product is:

a managed investment product of an Australian passport fund; or

a foreign passport fund product; or

if the operator of the fund is a body corporate—every director of the operator; or

otherwise—the responsible person.

a foreign passport fund product; or

a managed investment product of an Australian passport fund; or

a foreign passport fund product.

a foreign passport fund product; or

foreign passport fund products;

a notified foreign passport fund; or

a registered scheme.

making a recommendation, as described in subsection 1012A(3), that is received in this jurisdiction;

making an offer, as described in subsection 1012B(3) or 1012C(3), that is received in this jurisdiction;

accepting an offer, made as described in subsection 1012B(3) or (4), that was received in this jurisdiction.

a recommendation or offer made in a situation to which a subsection of section 1012D, other than subsection 1012D(1), applies; or

a recognised offer.

foreign passport fund products; or

is to be held:

in the case of a registered scheme other than an Australian passport fund—by the responsible entity; and

in the case of an Australian passport fund or a notified foreign passport fund—by the responsible holding party for the fund;

is to be held:

in the case of a registered scheme other than an Australian passport fund—by the responsible entity; and

in the case of an Australian passport fund or a notified foreign passport fund—by the responsible holding party for the fund;

information of the kind specified under subsection 1212(4) or 1213(4) (information included in, or accompanying, applications in relation to passport funds); or

at the registered office in this jurisdiction of the operator of the fund; and

at all times when that office is open to the public.

Chapter 8A;

a strict liability offence under one of the following provisions:

subsection 1211B(1) or (2);

subsection 1213J(1);

subsection 1213K(1);

subsection 1213L(1) or (3);

subsection 1213M(1);

subsection 1213P(1); or

a decision of ASIC to give, withdraw or not withdraw a notice under subsection 1313(1); or

proceedings under section 1317H, 1317HA, 1317HB, 1317HC or 1317HE; and

references to the disclosing entity are taken to be references to the operator of the fund; and

references to a financial report for a financial year being lodged by a disclosing entity are taken to be references to a copy of a report for the fund for the financial year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund, being lodged by the operator of the fund; and

references to securities of a disclosing entity are taken to be references to interests in the fund; and

references to a disclosing entity being convicted of an offence based on subsection 674(2) or 675(2) are taken to be references to the operator of the fund being convicted of such an offence in relation to the fund; and

references to a civil penalty order under Part 9.4B being made against a disclosing entity in relation to a contravention of subsection 674(2) or 675(2) are taken to be references to such an order being made against the operator of the fund in relation to the fund; and

references to a disclosing entity having breached an enforceable undertaking given to ASIC under section 93AA or 93B of the ASIC Act in relation to the requirements of subsection 674(2) or 675(2) are taken to be references to the operator of the fund having breached such an undertaking given in relation to the fund.

a declaration of contravention by the person has been made under section 1317E; and

the contravention is of subsection 1211B(1) or (2) (complying with the Passport Rules for this jurisdiction); and

the contravention:

materially prejudices the interests of the passport fund or its members; or

is serious.

$200,000 for an individual; or

$1 million for a body corporate.

the liable person has contravened subsection 1211B(1) or (2) (failure to comply with the Passport Rules for this jurisdiction); and

the damage resulted from the contravention.

the person has contravened subsection 1211B(1) or (2) (failure to comply with the Passport Rules for this jurisdiction); and

the damage resulted from the contravention.

subsection 201P(1); and

a provision of Chapter 5C; and

a provision of Chapter 6CA; and

a provision of Chapter 6D; and

subsection 798H(1); and

subsection 908CF(1); and

a provision of Part 7.10; and

a provision of Chapter 8A; and

a provision of the Passport Rules for this jurisdiction.

a staff member of ASIC who holds, or performs the duties of, a position not below an Executive Level 1 position or an equivalent position.

(fa) one holds a substantial interest in a notified foreign passport fund (within the meaning of the Corporations Act 2001) and the other is the operator of the fund (within the meaning of that Act); or