to provide a regulatory framework for corporate collective investment vehicles that is fair, efficient and competitive; and

together with Chapter 7, to promote confident and informed decision making by consumers of financial products and services related to shares in corporate collective investment vehicles.

the company is a company limited by shares;

the company has a constitution;

the sole proposed director of the company is a public company that holds an Australian financial services licence authorising it to operate the business and conduct the affairs of a CCIV;

the company will, upon registration, have at least one sub-fund;

each sub-fund of the company will, upon registration, have at least one member;

a notice under subsection 1222A(4) (about whether a CCIV is to be a retail CCIV or a wholesale CCIV) has been lodged with the application;

if the company will, on registration, be a retail CCIV—the company has a compliance plan.

the name, and the address of the registered office, of the public company that consents in writing to become the director of the CCIV; and

the proposed name of each sub-fund the CCIV is to have when it is registered; and

for each such proposed sub-fund:

which of the members identified under paragraph 117(2)(c) are to be members of the sub-fund; and

which of the shares identified under paragraph 117(2)(k) are to be referable to the sub-fund.

an application to register a company as a CCIV is lodged under section 117; and

the company meets the requirements for registration as a CCIV set out in section 1222;

the CCIV satisfies the retail CCIV test in section 1222K; or

the CCIV is notified as a retail CCIV (see section 1222L).

at least one member of the CCIV is covered by subsection (2) (about protected retail clients);

at least one member of the CCIV is covered by subsection (3) (about protected clients under custodial arrangements);

at least one member of the CCIV is covered by subsection (4) (about protected members of passport funds).

the person acquires a security (within the meaning of Chapter 7) issued by the CCIV, by way of:

an issue of the security to the person (rather than a transfer of the security to the person); or

a transfer of the security to the person in circumstances described in subsection 1012C(5), (6) or (8) (secondary sales that require a Product Disclosure Statement);

the person acquired the security as a retail client for the purposes of Chapter 7;

the person is not associated (within the meaning of subsection 1241S(3)) with the CCIV;

if the person acquired the security by way of an issue—the issue was not made in a situation, or pursuant to an offer made in a situation, to which section 1012E (about small scale offerings) applies.

an acquisition of a security (within the meaning of Chapter 7) in the CCIV occurs pursuant to an instruction given by the person under a custodial arrangement (within the meaning of section 1012IA);

if there were an equivalent direct acquisition (within the meaning of subsection 1012IA(2)) by the person, the person would acquire the security as a retail client for the purposes of Chapter 7;

the person is not associated (within the meaning of subsection 1241S(3)) with the CCIV.

a sub-fund of the CCIV is an Australian passport fund; and

the person became a member of the sub-fund (whether in this jurisdiction or any host economy for the fund):

on the expectation that the sub-fund would become an Australian passport fund; or

after the sub-fund became an Australian passport fund; and

the person:

is not, and has not at any time been, the corporate director of the CCIV; and

is not a related party of an entity that is, or has at any time been, the corporate director of the CCIV.

prescribe additional circumstances in which a person is covered by subsection (2), (3) or (4) in relation to a CCIV;

provide that a particular class of person is not covered by subsection (2), (3) or (4) in relation to a CCIV.

the most recent notice lodged with ASIC under this section is a notice that the CCIV is, or wishes to be, a retail CCIV; or

both:

the notice required by subsection 1222A(4) to be lodged with the application to register the CCIV stated that the CCIV was to be a retail CCIV; and

the CCIV has not lodged a notice with ASIC under this section stating that the CCIV is eligible to be, and wishes to be, a wholesale CCIV.

lodge with ASIC a notice in the prescribed form stating that the CCIV is, or wishes to be, a retail CCIV; or

lodge with ASIC a notice in the prescribed form stating that the CCIV is eligible to be, and wishes to be, a wholesale CCIV.

the CCIV lodges a notice under paragraph (2)(b); and

the CCIV satisfies the retail CCIV test.

a wholesale CCIV;

a retail CCIV that has more than one sub-fund;

a sub-fund of a wholesale CCIV;

a sub-fund of a retail CCIV that has more than one sub-fund.

a sub-fund of a retail CCIV that has only one sub-fund;

that retail CCIV.

is a member of the CCIV; and

holds one or more shares that are referable to the sub-fund.

ASIC registers the CCIV; and

the proposed name of the sub-fund is specified in the application to register the CCIV.

the name and ACN of the CCIV; and

the proposed name of the sub-fund; and

the name and address of each person who consents to become a member of the sub-fund; and

the following:

the number and class of shares each member agrees in writing to take up;

the amount (if any) each member agrees in writing to pay for each share;

whether the shares each member agrees in writing to take up will be fully paid on registration;

if that amount is not to be paid in full on registration—the amount (if any) each member agrees in writing to be unpaid on each share;

whether or not the shares each member agrees in writing to take up will be beneficially owned by the member on registration.

first element—the CCIV’s name (without the words “Corporate Collective Investment Vehicle” at the end of the name);

second element—a name that meets the requirements in subsection (3);

third element—the expression “Sub-fund”.

identical to a name that is used as the second element of the name of another sub-fund of the same CCIV; or

identical to a name that is reserved by ASIC in respect of another person who is not the person applying to have the name; or

unacceptable for registration under the regulations.

instead of words that this Act requires to be part of a sub-fund’s name or to be included in a document or negotiable instrument; and

instead of words that are part of a sub-fund’s name; and

with or without full stops.

the name should not have been registered; or

ASIC has directed the CCIV to change its name under section 158.

create a legal entity; or

affect the sub-fund’s existing property, rights or obligations; or

render defective any legal proceedings by or against the CCIV and relating to the sub-fund.

the sub-fund of the CCIV to which each share is referable;

if the CCIV holds a share in the CCIV:

the sub-fund of the CCIV to which the share is referable; and

the other sub-fund of the CCIV for which the share has been acquired;

if another CCIV holds a share in the CCIV:

the sub-fund of the CCIV to which the share is referable; and

the sub-fund of the other CCIV for which the share has been acquired.

the sub-fund of the CCIV to which the share is referable;

if the CCIV holds an option over the share:

the sub-fund of the CCIV to which the share is referable; and

the other sub-fund of the CCIV for which the option over the share has been acquired;

if another CCIV holds an option over the share:

the sub-fund of the CCIV to which the share is referable; and

the sub-fund of the other CCIV for which the option over the share has been acquired.

the sub-fund of the CCIV to which each debenture is referable;

if the CCIV holds a debenture issued by the CCIV:

the sub-fund of the CCIV to which the debenture is referable; and

the other sub-fund of the CCIV for which the debenture has been acquired;

if another CCIV holds a debenture issued by the CCIV:

the sub-fund of the CCIV to which the debenture is referable; and

the sub-fund of the other CCIV for which the debenture has been acquired.

2 directors of the corporate director of the CCIV; or

a director and a company secretary of the corporate director of the CCIV.

the CCIV’s common seal is fixed to the document; and

the fixing of the seal is witnessed by:

2 directors of the corporate director of the CCIV; or

a director and a company secretary of the corporate director of the CCIV.

the matters required to be included in the constitution under Subdivision C; and

the specification (if any) of any rights of the corporate director to be paid fees out of assets of a sub-fund of the CCIV, as mentioned in section 1224N.

if the CCIV is a retail CCIV:

by special resolution of the members of the CCIV; or

by the corporate director, if the corporate director reasonably considers the change will not adversely affect members’ rights; or

by special resolution of the members of a sub-fund of the CCIV, if the corporate director reasonably considers the change will not adversely affect the rights of any member of any other sub-fund of the CCIV; or

if the CCIV is a wholesale CCIV—by complying with the requirements set out in the constitution for the modification or repeal.

a copy of the modification, or the new constitution; and

if the corporate director of the CCIV determines a later date mentioned in paragraph (5)(b) or (c) for the modification or replacement to take effect—notice of the later date;

the date on which the modification or the new constitution is lodged with ASIC;

if the CCIV is a retail CCIV, and the corporate director determines a later date for the modification or replacement to take effect—that later date;

if the CCIV is a wholesale CCIV, and a later date is determined in accordance with any requirements in the constitution of the CCIV—that later date.

make provision for the establishment of sub-funds, and classes of shares referable to sub-funds;

make provision for the method by which complaints made by members in relation to the CCIV are to be dealt with;

state that the CCIV has the power to borrow or raise money;

if there are to be any limits on the CCIV’s exercise of the power to borrow or raise money—sets out those limits;

if the CCIV is to acquire in respect of any of its sub-funds, one or more shares that are referable to another of its sub-funds—make provision for such acquisitions.

specify a period within which a redemption must ordinarily be satisfied while section 1230H (about when a sub-fund is liquid) applies to the sub-fund to which the share is referable; and

be fair and reasonable to the members of the sub-fund to which the share is referable; and

set out a price, or a method for determining a price, at which shares in the CCIV are to be redeemed if, at the time of the redemption, section 1230H (about when a sub-fund is liquid) applies to the sub-fund to which the shares are referable.

a director of the CCIV; or

a receiver, or receiver and manager, of the property of a sub-fund of the CCIV; or

a liquidator of a sub-fund of the CCIV; or

a trustee or other person administering a compromise or arrangement made between the CCIV and someone else.

treat references to the best interests of the corporation as instead being references to the best interests of the sub-fund referred to in subsection (3); and

treat references to causing detriment to the corporation as instead being references to causing detriment to the sub-fund referred to in subsection (3); and

treat references to the business operations of the corporation as instead being references to the business operations of the sub-fund referred to in subsection (3).

for a receiver, or receiver and manager, of the property of a sub-fund of the CCIV—the sub-fund; or

for a liquidator of a sub-fund of the CCIV—the sub-fund; or

for a trustee or other person administering a compromise or arrangement made between the CCIV and someone else—the sub-fund on whose members or creditors the compromise or arrangement is binding.

act honestly; and

act in the best interests of the members of the CCIV and, if there is a conflict between the interests of those members and its own interests, give priority to the members’ interests; and

act in the best interests of the members, as a whole, of each sub-fund of the CCIV and:

if there is a conflict between the interests of the members, as a whole, of a sub-fund and its own interests, give priority to the members’ interests; and

if there is a conflict between the interests of the members, as a whole, of a sub-fund and the best interests of the members of the CCIV, give priority to the interests of the members of the CCIV; and

have in place adequate arrangements for the management of conflicts of interest that may arise wholly, or partially, in relation to activities undertaken by the director in exercising those powers and carrying out those duties; and

not make use of information acquired through being a director of the CCIV in order to:

gain an improper advantage for the director or another person; or

cause detriment to the members of the CCIV.

exercise the degree of care and diligence that a reasonable person would exercise in the director’s position; and

treat members of the CCIV who hold shares of the same class equally; and

treat members of the CCIV who hold shares of different classes fairly; and

treat members of different sub-funds of the CCIV fairly; and

ensure that the CCIV’s constitution meets the requirements of this Act; and

ensure that the CCIV’s compliance plan meets the requirements of section 1226A; and

comply with the CCIV’s compliance plan; and

ensure that:

assets and liabilities of the sub-funds of the CCIV are clearly identified; and

any property of the CCIV to which section 1233K (about property that has to be converted) applies is clearly identified; and

any liabilities of the CCIV to which section 1233M (about liabilities allocated to 2 or more sub-funds) applies is clearly identified; and

ensure that assets of a sub-fund of the CCIV are held in the manner required by section 1234J; and

ensure that the assets of a sub-fund of the CCIV are valued at regular intervals appropriate to the nature of the assets; and

ensure that all payments out of the assets of the CCIV are made in accordance with the CCIV’s constitution and this Act; and

carry out or comply with any other duty, not inconsistent with this Act, that is conferred on the director by the CCIV’s constitution.

exercise the degree of care and diligence that a reasonable person would exercise in the director’s position; and

treat members of the CCIV who hold shares of the same class equally; and

treat members of the CCIV who hold shares of different classes fairly; and

treat members of different sub-funds of the CCIV fairly.

the director contravenes paragraph (3)(a), (b), (c) or (d); and

either:

the constitution of the CCIV does not exempt the director from liability for the contravention; or

the contravention was dishonest or involved a lack of good faith.

has effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person because of their office or employment in relation to a corporation; and

does not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability referred to in paragraph (a).

is not dishonest; and

does not involve a lack of good faith.

Part 2D.3 (about appointment, remuneration and cessation of appointment of directors);

Part 2D.4 (about appointment of secretaries);

Part 2D.5 (about public information about directors and secretaries);

Part 2D.6 (about disqualification from managing corporations);

Part 2D.7 (about ban on hedging remuneration of key management personnel);

Part 2D.8 (about remuneration recommendations in relation to key management personnel for disclosing entities).

holds an Australian financial services licence authorising it to operate the business and conduct the affairs of the CCIV; and

is not a Chapter 5 body corporate.

is not, and has not been in the previous 2 years, an employee of the corporate director or a related body corporate; and

is not, and has not been in the previous 2 years, a senior manager of the corporate director or a related body corporate; and

is not, and has not been in the previous 2 years, substantially involved in business dealings, or in a professional capacity, with the corporate director or a related body corporate; and

is not a member of a partnership that is, or has been in the previous 2 years, substantially involved in business dealings, or in a professional capacity, with the corporate director or a related body corporate; and

does not have a material interest in the corporate director or a related body corporate; and

is not a relative of a person who has a material interest in the corporate director or a related body corporate.

the company’s appointment as corporate director or temporary corporate director did not comply with the CCIV’s constitution or any provision of this Act; or

the continuance of the company’s appointment as corporate director or temporary corporate director does not comply with the CCIV’s constitution or any provision of this Act.

binds the CCIV in its dealings with other people; or

makes the CCIV liable to another person.

operate the business and conduct the affairs of the CCIV; and

perform the functions conferred on the corporate director by the CCIV’s constitution and this Act.

the CCIV to exercise in general meeting; or

the members of a sub-fund of the CCIV to exercise in a meeting of members of the sub-fund.

an agent or person referred to in subsection (1); or

the CCIV; or

a person who is taken under this subsection to be an agent of the corporate director;

there is a liability to the CCIV or the CCIV’s members; or

the corporate director has properly performed its duties for the purposes of section 1224N.

the corporate director appoints an agent, or otherwise engages a person, under section 1224L; or

an agent or person is taken under subsection 1224L(2) (about sub-agents) to be an agent of the corporate director;

must be specified in the CCIV’s constitution; and

must be available only in relation to the proper performance of those duties;

for not less than the consideration that would be payable if the share were acquired by another person; and

subject to terms and conditions that would not disadvantage other members.

a sub-fund of the CCIV is being wound up, or a provisional liquidator of a sub-fund of the CCIV is acting; and

the corporate director purports to do any of the following:

carry on the business of the sub-fund;

enter into a transaction or dealing on behalf of the CCIV affecting the property of the sub-fund.

with the written approval of the liquidator of the sub-fund or the Court; or

in circumstances in which, despite the fact that the sub-fund is being wound up, the corporate director is permitted by this Act to act.

ASIC;

a member, or group of members, of the CCIV.

set out the corporate director’s reason for wanting to retire; and

(b) nominate as the new corporate director a company (the nominated company) that:

meets the requirements of section 1224F; and

has consented in writing to being chosen as the new corporate director of the CCIV.

the members choose the nominated company to be the new corporate director; and

the current corporate director does not lodge the notice required by subsection (3);

a special resolution that the current corporate director should be removed; and

a special resolution choosing a company to be the new corporate director.

set out the intention to remove the current corporate director; and

nominate, as the new corporate director of the CCIV, a company that:

meets the requirements of section 1224F; and

has consented in writing to being appointed as the new corporate director of the CCIV.

if the CCIV has a current corporate director—order the removal of the current corporate director; and

order the appointment of a company as the temporary corporate director of the CCIV; and

make any further orders that the Court considers appropriate.

the Court is satisfied that:

the appointment is in the interests of the members of the CCIV; and

the company meets the requirements of section 1224F; and

the company consents in writing to becoming the CCIV’s temporary corporate director.

unless paragraph (b) applies—3 months of the appointment; or

if the Court has extended the period under subsection (4)—the extended period.

meets the requirements of section 1224F; and

has consented in writing to being appointed as the permanent corporate director of the CCIV.

a temporary corporate director is appointed by the Court under section 1224V; and

the temporary corporate director fails to call a members’ meeting to consider and vote on a special resolution choosing a company to be the permanent corporate director within the period applicable under subsection 1224W(3).

ASIC;

a member, or group of members, of the CCIV.

a temporary corporate director is appointed by the Court under section 1224V; and

within the period applicable under subsection 1224W(3), the temporary corporate director calls one or more members’ meetings to consider and vote on a special resolution choosing a company to be the permanent corporate director; and

the CCIV’s members do not pass a special resolution choosing a permanent corporate director.

ASIC;

a member, or group of members, of the CCIV.

order the winding up of all the sub-funds of the CCIV; and

make any further orders that the Court considers appropriate.

as soon as practicable give the new corporate director any books in the former corporate director’s possession or control that this Act requires to be kept in relation to the CCIV; and

give other reasonable assistance to the new corporate director to facilitate the change of corporate director.

any right of the former corporate director to be paid fees for the performance of its functions before it ceased to be the corporate director;

any right of the former corporate director to be indemnified for expenses it incurred before it ceased to be the corporate director;

any right, obligation or liability that the former corporate director had as a member of the CCIV;

any liability for which the former corporate director could not have been indemnified out of the assets of the CCIV if it had remained the CCIV’s corporate director;

any liability arising out of a contravention by the former corporate director of a provision of this Act.

to which the former corporate director is a party, in which a reference is made to the former corporate director, or under which the former corporate director has acquired or incurred a right, obligation or liability, or might have acquired or incurred a right, obligation or liability if it had remained the corporate director; and

that is capable of having effect after the change;

the corporate director is entitled to the payment under provisions of the constitution; and

for a retail CCIV—the provisions comply with section 1224N.

the members whose approval is required under those provisions were the members of the sub-fund of the CCIV that would be affected by the giving of the benefit; and

the member approval mentioned in paragraph (a) were required to be given under section 200E as modified by subsection (3) of this section.

act honestly; and

exercise the degree of care and diligence that a reasonable person would exercise in the officer’s position; and

act in the best interests of the members of the CCIV and, if there is a conflict between the interests of those members and the interests of the corporate director, give priority to the members’ interests; and

act in the best interests of the members, as a whole, of each sub-fund of the CCIV and:

if there is a conflict between the interests of the members, as a whole, of a sub-fund and the interests of the corporate director, give priority to the members’ interests; and

if there is a conflict between the interests of the members, as a whole, of a sub-fund and the best interests of the members of the CCIV, give priority to the interests of the members of the CCIV; and

not make use of information acquired through being an officer of the corporate director in order to:

gain an improper advantage for the officer or another person; or

cause detriment to the members of the CCIV; and

not make improper use of their position as an officer to gain, directly or indirectly, an advantage for themselves or for any other person or to cause detriment to the members of the CCIV; and

take all steps that a reasonable person would take, in the officer’s position, to ensure that the corporate director complies with:

this Act; and

any conditions imposed on the corporate director’s Australian financial services licence; and

the CCIV’s constitution; and

the CCIV’s compliance plan.

has effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person because of their office or employment in relation to a corporation; and

does not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability referred to in paragraph (a).

the effect sections 191 and 192 have in relation to the director of the corporate director apart from this Subdivision; or

the effect section 193 has in relation to sections 191 and 192 as those sections apply as a result of this section.

the person ceases to be a director of the corporate director;

the company of which the person is a director ceases to be the corporate director of the CCIV.

treating an officer of the corporate director of the CCIV as an officer of the CCIV; and

treating an auditor of the corporate director of the CCIV as an auditor of the CCIV.

make use of information acquired through being an employee of the corporate director in order to:

gain an improper advantage for the employee or another person; or

cause detriment to members of the CCIV; or

make improper use of their position as an employee to gain, directly or indirectly, an advantage for themselves or for any other person or to cause detriment to the members of the CCIV.

has effect in addition to, and not in derogation of, any rule of law relating to the duty or liability of a person because of their office or employment in relation to a corporation; and

does not prevent the commencement of civil proceedings for a breach of a duty or in respect of a liability referred to in paragraph (a).

the plan as modified to the time of lodgement; and

if required by ASIC’s direction—the full text of provisions taken to be included in the plan by subsection 1226B(2).

the corporate director; or

an associate of the corporate director; or

(c) a person who holds money or property of the CCIV; or

an associate of a person covered by paragraph (c); or

the auditor of the corporate director’s financial statements.

the auditor of the compliance plan and the auditor of the corporate director’s financial statements may work for the same firm of auditors or audit company; and

the lead auditor or review auditor of the compliance plan (on the one hand) and the lead auditor or review auditor of the corporate director’s financial statements (on the other hand) may work for the same firm of auditors or audit company.

examine the CCIV’s compliance plan; and

carry out:

if the CCIV has only had one corporate director during the financial year—an audit of the corporate director’s compliance with the compliance plan during the financial year; or

if the CCIV has had more than one corporate director during the financial year—an audit of each corporate director’s compliance with the compliance plan during that part of the financial year when it was the CCIV’s corporate director; and

give to the CCIV’s current corporate director a report that states whether, in the auditor’s opinion:

the corporate director, or each corporate director, complied with the CCIV’s compliance plan during the financial year or that part of the financial year when it was the CCIV’s corporate director; and

the plan continues to meet the requirements of this Division.

has a right of access at all reasonable times to the books of the CCIV; and

may require an officer of the corporate director to give the auditor information and explanations for the purposes of the audit.

allow the auditor of the compliance plan to have access to the books of the CCIV; and

give the auditor information or an explanation required under subsection (2); and

otherwise assist the conduct of the audit.

a statement made in a report under subsection (1); or

a notification to ASIC under any of the following:

paragraph 1226H(1)(c);

paragraph 1226H(2)(c);

paragraph 1226H(3)(d).

the auditor is aware of circumstances that:

the auditor has reasonable grounds to suspect amount to a contravention of this Act; or

amount to an attempt, in relation to the audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the audit (see subsection (7)); or

amount to an attempt, by any person, to otherwise interfere with the proper conduct of the audit; and

if subparagraph (a)(i) applies:

the contravention is a significant one; or

the contravention is not a significant one and the auditor believes that the contravention has not been or will not be adequately dealt with by commenting on it in the auditor’s report or bringing it to the attention of the directors; and

the auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the auditor becomes aware of those circumstances.

the lead auditor for the audit is aware of circumstances that:

the lead auditor has reasonable grounds to suspect amount to a contravention of this Act; or

amount to an attempt, in relation to the audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the audit (see subsection (7)); or

amount to an attempt, by any person, to otherwise interfere with the proper conduct of the audit; and

if subparagraph (a)(i) applies:

the contravention is a significant one; or

the contravention is not a significant one and the lead auditor believes that the contravention has not been or will not be adequately dealt with by commenting on it in the auditor’s report or bringing it to the attention of the directors; and

the lead auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the lead auditor becomes aware of those circumstances.

the person is the lead auditor for an audit of a compliance plan; and

the person is aware of circumstances that:

the person has reasonable grounds to suspect amount to a contravention of this Act; or

amount to an attempt, in relation to the audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the audit (see subsection (7)); or

amount to an attempt, by any person, to otherwise interfere with the proper conduct of the audit; and

if subparagraph (b)(i) applies:

the contravention is a significant one; or

the contravention is not a significant one and the person believes that the contravention has not been or will not be adequately dealt with by commenting on it in the auditor’s report or bringing it to the attention of the directors; and

the person does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the person becomes aware of those circumstances.

the level of penalty provided for in relation to the contravention; and

the effect that the contravention has, or may have, on:

the overall financial position of a sub-fund of the CCIV; or

the adequacy of the information available about the overall financial position of a sub-fund of the CCIV; and

any other relevant matter.

the corporate director, because of the operation of sections 344 and 1232T;

a director of the corporate director, because of the operation of sections 344 and 1232T.

the auditor; or

the lead auditor for the audit; or

the review auditor for the audit; or

a professional member of the audit team for the audit; or

any other person involved in the conduct of the audit.

must remove the auditor of the compliance plan if the auditor becomes ineligible under subsection 1226F(3) to act as auditor of the compliance plan; and

may, with ASIC’s written consent, remove the auditor of the compliance plan.

the auditor:

applies to ASIC in writing for its consent to the resignation; and

gives the corporate director written notice of the application at or about the same time as applying to ASIC; and

ASIC consents to the resignation.

is not admissible in evidence in any civil or criminal proceedings against the auditor (other than proceedings for a contravention of section 1308); and

may not be made the ground of a prosecution (other than a prosecution for a contravention of section 1308), action or suit against the auditor.

the day (if any) specified in the notice of resignation; or

the day ASIC consents to the resignation; or

the day (if any) fixed by ASIC for the purpose.

to a retail CCIV in the same way as it applies to a public company; and

to an entity a retail CCIV controls in the same way as it applies to an entity a public company controls.

if one sub-fund would be affected by the giving of the relevant financial benefit to the related party—the members, as a whole, of that sub-fund; or

if 2 or more sub-funds would be affected by the giving of the relevant financial benefit to the related party—the members, as a whole, of each such sub-fund.

the members whose approval is required to be obtained under subparagraph 208(1)(a)(i) were the members of the sub-fund of the CCIV that would be affected by the giving of the financial benefit; and

the member approval mentioned in paragraph (a) were required to be given in the way set out in sections 217 to 227 (as modified by this Part).

obtain the approval of each affected sub-fund in the way mentioned in subsection (1) of this section; and

give the benefit within 15 months after the first such approval is given.

the financial benefit is fees, or an indemnity, to be given to the corporate director by the CCIV; and

the corporate director is entitled to the fees, or the indemnity, under provisions of the constitution; and

the provisions comply with section 1224N (about fees and indemnities must be available only in relation to the proper performance of duties).

section 211 (which deals with remuneration and reimbursement for an officer or employee);

section 213 (which deals with small amounts given to a related party);

section 214 (which deals with financial benefits given to a closely held subsidiary).

the requirements in paragraphs 219(1)(c) and (d) applied in relation to:

the corporate director of the CCIV; and

each director of the corporate director of the CCIV; and

the requirement in paragraph 219(1)(e) were a requirement to set out all other information that:

is reasonably required by members in order to decide whether or not it is in the sub-fund’s interests to pass the proposed resolution; and

is known to the corporate director of the CCIV or to any of the directors of the corporate director of the CCIV.

a reference to a general meeting were instead a reference to a meeting of the members of the affected sub-fund; and

a reference to section 250D were instead a reference to section 253B.

the corporate director of the CCIV;

an entity that controls the corporate director of the CCIV.

directors of the corporate director of the CCIV;

directors (if any) of an entity that controls the corporate director of the CCIV;

if the corporate director of the CCIV is controlled by an entity that is not a body corporate—each of the persons making up the controlling entity;

spouses of the persons referred to in paragraphs (a), (b) and (c).

parents;

children.

if the CCIV is a retail CCIV—section 1223D; or

if the CCIV is a wholesale CCIV—the CCIV’s constitution.

(a) a CCIV has a sub-fund to which only one class of shares is referable (the existing shares); and

the CCIV issues new shares that are also referable to that sub-fund; and

the rights attaching to the new shares are not the same as the rights attached to the existing shares; and

the rights attaching to the new shares are not provided for in:

the CCIV’s constitution; or

a notice, document or resolution that is lodged with ASIC;

expressly states that the resolution is passed on behalf of the corporate director in its capacity as corporate director; and

if the corporate director is the corporate director of more than one CCIV—expressly states the CCIV on behalf of which the resolution is passed.

the application of Part 2G.1 to a resolution of, or a meeting of, the directors of the corporate director of a CCIV; or

the application of Part 2G.3 (about minutes and members’ access to minutes) to a resolution passed under subsection (1).

the CCIV were a registered scheme; and

the members of the CCIV were the members of that scheme; and

the corporate director of the CCIV were the responsible entity of that scheme; and

the CCIV’s constitution were the scheme’s constitution; and

the CCIV’s compliance plan were the compliance plan of that scheme.

a particular CCIV; or

a particular class of CCIV.

the sub-fund were a registered scheme; and

the members of the sub-fund were the members of that scheme; and

the corporate director of the CCIV were the responsible entity of that scheme; and

the CCIV’s constitution were the scheme’s constitution; and

the CCIV’s compliance plan were the compliance plan of that scheme.

a particular sub-fund of a CCIV; or

a particular class of sub-funds of one or more CCIVs.

if subsection (2) of this section applies—the copy of the register; or

if subsection (3) of this section applies—so much of the register of members as relates to membership of the sub-fund.

the requirement in paragraph 252L(1B)(c) that the registered scheme be listed did not apply; and

the resolution is subject to a further requirement that it must not treat members of any sub-fund of the CCIV differently from members of any other sub-fund of the CCIV.

paragraph 252L(1B)(c) did not apply; and

the resolution is subject to a further requirement that it must not affect the interests of any member of any other sub-fund of the CCIV.

on a show of hands, each member has 1 vote; and

on a poll, each member has 1 vote for each dollar of the value of the total shares in the CCIV that the member holds; and

the chair has a casting vote, and also, if the chair is a member, any vote the chair has in the chair’s capacity as a member; and

if a share is held jointly and more than one member votes in respect of that share—only the vote of the member whose name appears first in the register of members counts.

on a show of hands, each member has 1 vote; and

on a poll, each member has 1 vote for each dollar of the value of the total shares in the CCIV that:

are held by the member; and

are referable to the sub-fund; and

the chair has a casting vote, and also, if the chair is a member, any vote the chair has in the chair’s capacity as a member; and

if a share that is referable to the sub-fund is held jointly and more than one member votes in respect of that share—only the vote of the member whose name appears first in the register of members counts.

the CCIV is not listed; and

the share is redeemable; and

the share is referable to a sub-fund to which section 1230H applies (about when a sub-fund is liquid);

the share is redeemable; and

the share is referable to a sub-fund to which section 1230H applies (about when a sub-fund is liquid); and

the CCIV has a provision in its constitution as to the amount to be paid for redeeming the share;

treat conduct (however described) engaged in by a person other than a CCIV as having been engaged in by the CCIV; or

treat conduct (however described) engaged in by a person in relation to another person other than a CCIV as having been engaged in by the person in relation to the CCIV; or

treat a state of mind (however described) held by a person other than a CCIV as being sufficient to show that the CCIV had the state of mind; or

require an element of:

an offence; or

a provision in relation to a contravention of which a civil penalty may be imposed;

the person is specified in column 1 of an item of the table in subsection (4) in relation to the CCIV; and

the conduct was engaged in on behalf of the CCIV; and

in engaging in the conduct, the person met any conditions specified in column 2 of that item of the table.

the counterparty is specified in column 1 of an item of the table in subsection (4) in relation to the CCIV; and

the counterparty was acting on behalf of the CCIV; and

in acting on behalf of the CCIV, the counterparty met any conditions specified in column 2 of that item of the table.

a person specified in column 1 of an item of the table in subsection (4) in relation to the CCIV engaged in the conduct on behalf of the CCIV; and

in engaging in the conduct, the person met any conditions specified in column 2 of that item of the table; and

the person had that state of mind.

an agent who is, or is appointed by, a receiver, or receiver and manager, of property of a sub-fund of the CCIV;

an agent who is, or is appointed by, a liquidator or provisional liquidator of a sub-fund of the CCIV;

an agent who is, or is appointed by, a trustee or other person administering a compromise or arrangement made between the CCIV and someone else.

a CCIV commits an offence against a law of the Commonwealth; and

the conduct constituting the offence was not engaged in by the CCIV solely as a result of an exercise of powers by:

a liquidator or provisional liquidator of a sub-fund of the CCIV; or

a receiver, or receiver and manager, of the property of a sub-fund of the CCIV; or

a trustee or other person administering a compromise or arrangement made between the CCIV and someone else.

the person may be given the infringement notice; and

the CCIV may not be given an infringement notice for the alleged commission of the offence.

a CCIV contravenes a provision covered by subsection (2); and

the conduct constituting the contravention was not engaged in by the CCIV solely as a result of an exercise of powers by:

a liquidator or provisional liquidator of a sub-fund of the CCIV; or

a receiver, or receiver and manager, of the property of a sub-fund of the CCIV; or

a trustee or other person administering a compromise or arrangement made between the CCIV and someone else.

a civil penalty provision (within the meaning of this Act); or

a provision of a law of the Commonwealth (other than this Act), if a civil penalty may be imposed in relation to a contravention of the provision.

the person may be given the infringement notice; and

the CCIV may not be given an infringement notice for the alleged contravention.

the CCIV contravened, or allegedly contravened, a provision covered by subsection (2); and

the loss or damage is:

a pecuniary penalty to which the CCIV is liable in respect of the contravention or alleged contravention; or

an amount paid by the CCIV in settlement of proceedings in respect of the contravention or alleged contravention; and

the person was the corporate director of the CCIV at the time of the contravention or alleged contravention; and

the exception in subsection (3) does not apply.

a liquidator or provisional liquidator of a sub-fund of the CCIV; or

a receiver, or receiver and manager, of the property of a sub-fund of the CCIV; or

a trustee or other person administering a compromise or arrangement made between the CCIV and someone else.

ASIC;

a member of the CCIV;

the CCIV.

for a proven contravention—6 years after the contravention was proved; or

for an unproven contravention—6 years after the contravention or alleged contravention.

all CCIVs;

a specified class of CCIVs;

all sub-funds of all CCIVs;

a specified class of sub-funds of CCIVs;

all sub-funds of a specified class of CCIVs.

the CCIV;

the member.

a redemption by a CCIV of a redeemable share;

a redemption by a CCIV of a redeemable preference share.

the sub-fund to which the shares are referable is insolvent; or

there are reasonable grounds for suspecting that the sub-fund to which the shares are referable is insolvent, or would become insolvent immediately after the redemption.

the contravention does not affect the validity of the redemption or of any contract or transaction connected with it; and

the CCIV does not commit an offence.

at the time of the redemption, section 1230H (about when a sub-fund is liquid) applies to the sub-fund to which the shares are referable; and

the redemption is not in accordance with the CCIV’s constitution.

at the time of the redemption, section 1230H (about when a sub-fund is liquid) does not apply to the sub-fund to which the shares are referable; and

any of the following apply:

the CCIV has not offered members an opportunity to redeem shares under section 1230J;

the redemption is not made in satisfaction of a redemption request made in response to the offer;

the redemption does not comply with section 1230K.

ASIC;

the corporate director of the CCIV;

a member, or group of members, of the CCIV.

(a) the following are liquid assets unless it is proved that the CCIV cannot reasonably expect to realise them within the period specified in the constitution for satisfying redemptions while the sub-fund is liquid:

money in an account or on deposit with a bank;

bank accepted bills;

marketable securities (as defined in section 9);

property of a kind prescribed by regulations made for the purposes of this subparagraph; and

any other property is a liquid asset if the corporate director reasonably expects that the property can be realised for its market value within the period specified in the constitution for satisfying redemptions while the sub-fund is liquid.

section 1230H (about when a sub-fund is liquid) does not apply to the sub-fund to which the shares are referable; and

the offer is made to the extent that particular assets of the sub-fund are available and able to be converted to money in time to satisfy redemption requests that members may make in response to the offer; and

no other redemption offer is open in relation to the sub-fund.

be in writing; and

if the constitution of the CCIV specifies procedures for making redemption offers under this section while section 1230H does not apply to the sub-fund—be made in accordance with those procedures.

the period during which the offer will remain open (this period must last for at least 21 days after the offer is made); and

the assets that will be used to satisfy redemption requests; and

the amount of money that is expected to be available when those assets are converted to money; and

the method for dealing with redemption requests if the money available is insufficient to satisfy all requests.

may cancel a redemption offer before it closes if the offer contains a material error; and

must cancel a redemption offer before it closes if it is in the best interests of the members of the sub-fund as a whole to do so.

the sub-fund to which the share is referable is insolvent; or

there are reasonable grounds for suspecting that the sub-fund to which the share is referable is insolvent, or would become insolvent immediately after the dividend is paid.

the CCIV’s constitution provides for the shares to have different dividend rights; or

different dividend rights are provided for by special resolution of the sub-fund to which the shares are referable.

any written law; or

any unwritten law such as a principle or rule of common law or equity;

one or more requirements for a CCIV to make an acquisition mentioned in subsection 1230Q(1);

one or more restrictions on a CCIV making an acquisition mentioned in subsection 1230Q(1).

all CCIVs;

a specified class of CCIVs;

all sub-funds of all CCIVs;

a specified class of sub-funds of CCIVs;

all sub-funds of a specified class of CCIVs.

the contravention does not affect the validity of the acquisition or of any contract or transaction connected with it; and

the CCIV does not commit an offence.

despite any other provision of this Act; but

subject to any requirements or restrictions prescribed by regulations made for the purposes of this paragraph.

the acquisition is in respect of a sub-fund of the CCIV; and

the share is referable to another of the CCIV’s sub-funds.

the corporate director of a CCIV;

an officer, or employee, of the corporate director of a CCIV;

the reduction is permitted by the CCIV’s constitution; and

immediately before the reduction:

each sub-fund that the reduction affects is solvent; and

there are no reasonable grounds for suspecting that any sub-fund that the reduction affects would become insolvent immediately after the reduction; and

the reduction complies with any requirements prescribed by regulations made for the purposes of this paragraph.

all CCIVs;

a specified class of CCIVs;

all sub-funds of all CCIVs;

a specified class of sub-funds of CCIVs;

all sub-funds of a specified class of CCIVs.

does not comply with subsection 1231A(1); and

is not otherwise authorised by law.

the contravention does not affect the validity of the reduction or of any contract or transaction connected with it; and

the CCIV does not commit an offence.

the reduction is involved in the redemption of a redeemable share or a redeemable preference share; and

the redemption complies with section 1230F; and

for a retail CCIV—the redemption also complies with section 1230G.

in buying back shares under section 1231C; or

under a court order; or

in circumstances covered by section 1230Q (about cross-investment).

for not less than the consideration that would be payable if the share were acquired by another person; and

subject to terms and conditions that would not disadvantage other members.

the contravention does not affect the validity of the acquisition or security or of any contract or transaction connected with it; and

the CCIV is not guilty of an offence.

references in that Chapter to the directors of, or a director of, the company were instead references to the corporate director of the CCIV; and

references in that Chapter to a resolution of the directors of the company were instead references to a resolution of the corporate director, passed as director of the CCIV.

correctly record and explain the transactions relating to the sub-fund and the financial position and performance of the sub-fund; and

would enable true and fair financial statements to be prepared and audited for the sub-fund; and

comply with any further requirements prescribed by regulations made for the purposes of this paragraph.

under subsection 290(1) to access the financial records of the CCIV; and

under that subsection, as applied by section 1232A, to access the financial records of a sub-fund of the CCIV; and

under subsection 290(2) to apply to the Court for an order.

subsection 292(1) required the CCIV to prepare a financial report for each of its sub-funds for each financial year; and

subsections 292(1) and 298(1) required the CCIV to prepare a directors’ report for each of its sub-funds for each financial year.

a financial report and a directors’ report referred to in subsection (1) of this section;

the documents of which the financial report consists under subsection 295(1);

references in that Division to the officers of, or an officer of, the company were instead references to each of the following:

an officer of the CCIV;

an officer of the corporate director of the CCIV; and

despite paragraph 1232(1)(a), references in that Division to the directors of, or a director of, the company were instead references to each of the following:

the corporate director of the CCIV;

a director of the corporate director of the CCIV.

a reference in that section to options, shares or interests relating to the CCIV were instead a reference to options, shares or interests referable to the sub-fund; and

a reference in that section to indemnities given, or insurance premiums paid, in relation to the CCIV were instead a reference to indemnities given, or insurance premiums paid, out of the assets of the sub-fund.

the sub-fund were a registered scheme; and

the corporate director of the CCIV were the responsible entity for the scheme; and

references in that subsection to interests in the scheme were instead references to shares in the CCIV referable to the sub-fund; and

references in that subsection to scheme property were instead references to the property of the sub-fund.

a financial report and directors’ report prepared under paragraph 302(a) as applied by subsection (2) of this section;

the documents of which the financial report consists under subsection 303(1);

a review of the sub-fund’s operations during the half-year and the results of those operations; and

details of:

the name of each corporate director of the CCIV at any time during or since the end of the half-year, and the period for which each was the corporate director; and

the name of each director of the corporate director of the CCIV at any time during or since the end of the half-year, and the period for which each was a director of the corporate director.

a financial report prepared as described in subsection 1232C(1);

a financial report prepared as described in section 1232F;

references in that Division to members (other than references to members of an audit firm) were instead references to members of the sub-fund; and

references in that Division to an officer included references to an officer of the corporate director of the CCIV.

financial records, relating to the sub-fund, sufficient to enable a financial report, relating to the sub-fund, to be prepared and audited; and

other records and registers, relating to the sub-fund, as required by this Act.

the overall financial position of either the CCIV or the sub-fund, or both; or

the adequacy of the information available about the overall financial position of either the CCIV or the sub-fund, or both.

all of the following reports:

the financial report and directors’ report relating to the sub-fund for the year;

the auditor’s report on the financial report;

a concise report relating to the sub-fund for the year that complies with subsection 314(2).

the requirement in subsection 318(1) were instead a requirement to give to the trustee for debenture holders, by the deadline for the financial year set by section 315 as applied by section 1232J, a copy of each of the reports mentioned in paragraph 1232H(1)(a) for the sub-fund; and

the right of a debenture holder under paragraph 318(2)(a) were instead the right to ask the CCIV for copies of the last reports provided under subsection 1232H(1) to members of the sub-fund; and

the right of a debenture holder under paragraph 318(2)(b) were instead the right to ask the CCIV for copies of:

the full financial report and directors’ report described in section 1232C for the sub-fund and prepared for the last financial year; and

the auditor’s report relating to the sub-fund for the last financial year; and

the requirement in subsection 318(4) were instead a requirement to give to the trustee for debenture holders a copy of the half-year financial report, prepared for the sub-fund under within 75 days after the end of the half-year.section 302 as applied by section 1232F,

references in the table in subsection 324CH(1) to the audited body included references to the corporate director of the CCIV; and

references in subsection 324CH(3) and sections 324CI, 324CJ and 324CK to a listed entity do not include references to a CCIV that is a listed company.

the CCIV were a registered scheme; and

the corporate director of the CCIV were the responsible entity of that scheme.

a special resolution is passed for the voluntary winding up of a sub-fund of the CCIV;

an order is made by the Court for the winding up of a sub-fund of the CCIV.

the corporate director of the CCIV;

a director of the corporate director of the CCIV.

(a) Personal Property Securities Act 2009 (property subject to unperfected security interests);section 267 or 267A of the

section 588FL of this Act (collateral not registered within time).

debts of the CCIV (including contingent and prospective debts); and

expenses of the CCIV; and

anything not covered by paragraphs (a) and (b) that might give rise to a debt of the CCIV, or a claim against the CCIV (present or future, certain or contingent, ascertained or sounding only in damages).

the corporate director operates a part of the business of the CCIV; and

the operation contravenes subsection (1) or (2).

the item of property must be clearly identified in the allocation register as an item of property to which that section applies; and

the proportion of the property applicable to each sub-fund under subsection 1233H(3) must be clearly identified in the allocation register as the proportion applicable to the sub-fund.

for a case where money or property is acquired by the CCIV:

5 business days after the money or property is acquired, unless subparagraph (ii) applies; or

if an allocation determination is required to be made in relation to the money or property under section 1233J—5 business days after the determination is made; or

for a case where money or property is disposed of, or otherwise ceases to be money or property of the CCIV—5 business days after the disposal or cessation.

the person is subject to a requirement under subsection (3); and

the person fails to comply with the requirement.

the liability must be clearly identified in the allocation register as a liability to which that section applies; and

the proportion of the liability applicable to each sub-fund under subsection 1233L(2) must be clearly identified in the allocation register as the proportion applicable to the sub-fund.

for a case where a liability arises—5 business days after the liability arises; or

for a case where a liability is discharged, or otherwise ceases to be a liability of the sub-fund—5 business days after the discharge or cessation.

the person is subject to a requirement under subsection (3); and

the person fails to comply with the requirement.

a debt payable by, or claim against, a CCIV (present or future, certain or contingent, ascertained or sounding only in damages) is not entered as a liability of any sub-fund of the CCIV in the allocation register of the CCIV; or

property of the CCIV is not entered as an asset of any sub-fund of the CCIV in the allocation register of the CCIV.

entries made in the allocation register in relation to assets and liabilities of the CCIV; and

determinations made under Subdivision B or C in relation to assets and liabilities of the CCIV (including variations made under section 1233N).

for money or property—the money or property is disposed of or otherwise ceases to be money or property of the CCIV; and

for a liability—the liability is discharged or otherwise ceases to be a liability of the CCIV.

amounts paid up in consideration for the issue of shares that are referable to the sub-fund;

money deposited with or lent to the CCIV under debentures that are referable to the sub-fund;

shares acquired by the CCIV in respect of the sub-fund that are shares in the CCIV that are referable to another of the CCIV’s sub-funds;

money or property of the CCIV not covered by paragraph (a), (b) or (c), to the extent the money or property, at the time it is acquired, relates solely to the business of the sub-fund;

if there is money or property of the CCIV not covered by paragraph (a), (b), (c) or (d) at the time it is acquired—the proportion (which may be nil) of the money or property that it is fair and reasonable, in the circumstances, to allocate to the sub-fund at that time.

the corporate director of a CCIV determines under section 1233J that a particular proportion of certain money or property of a CCIV is allocated to a sub-fund of the CCIV; and

the determination is operative (see subsection 1233J(4));

include assets that, in accordance with a Court order made under section 1235F (about arrangements and reconstructions of sub-funds), are to be assets of the sub-fund; and

do not include assets that, in accordance with an order made under that section, are no longer to be assets of the sub-fund.

must be fair and reasonable in the circumstances and having regard to section 1233H; and

must result in the money or property being wholly allocated; and

must be made as soon as practicable after the money or property is acquired.

the person is subject to a requirement under this section; and

the person fails to comply with the requirement.

the person is subject to a requirement under this section; and

the person fails to comply with the requirement.

liabilities of the CCIV that relate solely to the business of the sub-fund;

liabilities of the CCIV not covered by paragraph (a), to the extent that it is fair and reasonable in the circumstances to allocate the liability to the sub-fund at the time having regard to the following matters:

the extent to which the liability, when it arose, related to the business of the sub-fund;

the extent to which assets of the sub-fund, and assets of other sub-funds, of the CCIV have been applied to meet the liability;

the regulations (if any) made for the purposes of subsection (4).

a particular proportion of a liability of a CCIV is allocated to a sub-fund of the CCIV at a time under a determination made under section 1233M (including a determination as varied under section 1233N); and

the determination is operative at the time (see subsection 1233M(4));

include liabilities that, in accordance with a Court order made under section 1235F (about arrangements and reconstructions of sub-funds), are to be liabilities of the sub-fund; and

do not include liabilities that, in accordance with an order made under that section, are no longer to be liabilities of the sub-fund.

must be fair and reasonable in the circumstances and having regard to the matters referred to in paragraph 1233L(1)(b); and

must result in the liability being wholly allocated; and

must be made as soon as practicable after the liability arises; and

must be expressed to apply from the time the liability arises (which may be earlier than the time at which the determination is made).

the determination applies at that time; and

the determination is one that a reasonable person in the corporate director’s position could make.

the person is subject to a requirement under this section; and

the person fails to comply with the requirement.

must be fair and reasonable in the circumstances and having regard to:

the matters referred to in paragraph 1233L(1)(b); and

the time at which it starts to apply; and

(b) must specify the time at which it starts to apply, which may be earlier or later than the time at which the variation is made; and

must result in the liability being wholly allocated; and

must be made in writing.

the person is subject to a requirement under subsection (2); and

the person fails to comply with the requirement.

the sub-fund or sub-funds of the CCIV of which the debt is a liability;

if the debt is a liability of 2 or more sub-funds of the CCIV—the proportion of the debt allocated to each sub-fund;

an order requiring the corporate director to update or correct the CCIV’s allocation register;

an order declaring that money or property of a CCIV forms part of the assets of a particular sub-fund of the CCIV;

an order declaring that a determination made by the corporate director under section 1233J is not operative;

an order requiring the corporate director to make one or more determinations under section 1233J;

an order declaring the extent to which the money or property forms part of the assets of each sub-fund of the CCIV;

an order declaring that a liability of a CCIV forms part of the liabilities of a particular sub-fund of the CCIV;

an order declaring that a determination made by the corporate director under section 1233M (including a determination as varied under section 1233N), is not operative;

an order requiring the corporate director to make one or more determinations under section 1233M, or to vary a determination under section 1233N;

an order declaring the extent to which a liability forms part of the liabilities of each sub-fund of the CCIV at a time.

the Court is satisfied a determination made by the corporate director under section 1233J or 1233M (including a determination varied under section 1233N) is not operative;

the Court is satisfied that the CCIV’s allocation register is otherwise incorrect or deficient;

all of the CCIV’s sub-funds are being wound up.

the corporate director of the CCIV;

a liquidator of a sub-fund of the CCIV;

a controller of property of a sub-fund of the CCIV.

the order states that the corporate director does have the power to make an inconsistent determination; or

the corporate director first obtains the leave of the Court.

subject to paragraph (b), for any purpose other than a purpose covered by section 1234B; or

for a purpose prescribed by regulations made for the purposes of this paragraph.

money or property to which section 1234 applies; or

assets of a sub-fund of the CCIV, to the extent the assets consist of property to which section 1233K (about property that has to be converted into money etc.) applies.

make a disposition of assets of the sub-fund that is an exempt disposition for the purposes of subsection 468(2), as that subsection applies to the sub-fund under Division 5 of Part 8B.6; or

disclaim property of a sub-fund under Division 7A of Part 5.6, as that Division applies to the sub-fund under Division 5 of Part 8B.6.

meeting liabilities of the sub-fund;

carrying on the business of the sub-fund;

paying a dividend to members of the sub-fund;

providing consideration to a member of the sub-fund in respect of a reduction of share capital affecting the sub-fund;

redeeming redeemable shares or redeemable preference shares that are referable to the sub-fund;

making a payment covered by section 1237Y (about winding up);

making a payment covered by section 1236K (about certain priority payments by a receiver);

complying with a compromise or arrangement relating to the sub-fund and approved by the Court under paragraph 411(4)(b), or an order made under section 413 in relation to such a compromise or arrangement;

making any other distribution to members of the sub-fund that the CCIV is permitted by this Act and its constitution to make;

a purpose prescribed by regulations made for the purposes of this paragraph.

the CCIV applies or deals with money or property of the CCIV; and

the application or dealing contravenes section 1234, 1234A, 1234C or 1234D.

are assets to which the provisions of this Division do not apply; or

are assets to which prescribed provisions of this Division do not apply.

a term or expression has a particular meaning in this Act in relation to a sub-fund of a CCIV; and

the term or expression occurs in a provision, in relation to a reference (including an implied reference) that is required by this Part to be substituted with a reference to a sub-fund;

contributory (see section 9);

creditor and secured creditor (see section 9);

deregister (see Division 9 of this Part);

extraordinary resolution (see section 9);

member (see section 1222Q);

property (see subsection 51F(3));

solvent and insolvent (see section 1231A);

special resolution (see section 9).

a term or expression has a particular meaning in this Act or in a provision of this Act in relation to a company, corporation or body corporate; and

because of a reference (including an implied reference) that is required by this Part to be substituted with a reference to a sub-fund, it is necessary to determine the meaning of the term or expression in relation to a sub-fund of a CCIV; and

the term or expression does not have a particular meaning in relation to a sub-fund of a CCIV;

first, assume that the CCIV has no other sub-funds (this includes disregarding any shares held by the CCIV that are assets of other sub-funds of the CCIV); and

(b) then, apply the definition of related entity in section 9 to the CCIV based on that assumption.

the creditors of 2 or more sub-funds of a CCIV; or

the members of 2 or more sub-funds of a CCIV.

such modifications as are set out in this Division; and

such other modifications as are made necessary by the fact that the CCIV is proposing to enter into a compromise or arrangement relating to only one sub-fund of the CCIV.

Part 5.1 (other than a provision excluded by subsection (3));

the other provisions of the Corporations legislation (other than a provision excluded by subsection (3)) to the extent to which they relate to the operation of the provisions referred to in paragraph (a).

section 410;

subsections 411(1A), (1B) and (1C);

a provision prescribed by regulations made for the purposes of this paragraph.

a compromise or arrangement is proposed for the purposes of, or in connection with, a scheme for the reconstruction of a sub-fund or sub-funds or the amalgamation of 2 or more sub-funds; and

(b) under the scheme, the whole or any part of the undertaking or of the property of a sub-fund concerned in the scheme (the transferor sub-fund) is to become a part of the undertaking or of the property of another sub-fund of the same CCIV;

may not be made in relation to all the property of a CCIV; and

may be made only in relation to property of a CCIV that is property of a particular sub-fund of the CCIV.

receiver; or

receiver and manager; or

controller;

is a secured party in relation to any property (including PPSA retention of title property) of the sub-fund; or

is the corporate director of the CCIV; or

is a person who holds money or property of the CCIV; or

is an auditor of the CCIV or the sub-fund; or

is a director, secretary, senior manager or employee of a body corporate that is a secured party in relation to any property (including PPSA retention of title property) of the sub-fund; or

is not a registered liquidator; or

is a director, secretary, senior manager or employee of:

the corporate director; or

a body corporate related to the corporate director; or

a body corporate related to the CCIV; or

unless ASIC directs in writing that this paragraph does not apply in relation to the person in relation to the sub-fund of the CCIV—has at any time within the last 12 months been:

a corporate director or promoter of the CCIV; or

a director, secretary, senior manager, employee or promoter of the corporate director or a related body corporate of the CCIV or the corporate director.

(a) a person (the controller) is appointed as, or ceases to be, the controller of property of a sub-fund of a CCIV; and

one or more persons, other than the CCIV, holds assets of the sub-fund of the CCIV;

the modifications set out in this Division; and

such other modifications as are made necessary by the fact that the provisions are applying to a sub-fund instead of to a corporation.

Part 5.2 and Division 2B of Part 5.7B (other than a provision excluded by subsection (3));

the other provisions of the Corporations legislation (other than a provision excluded by subsection (3)) to the extent to which they relate to the operation of the provisions referred to in paragraph (a).

section 416;

section 418;

a provision prescribed by regulations made for the purposes of this paragraph.

a receiver is appointed in respect of property of a sub-fund of a CCIV; and

one or more persons, other than the CCIV, holds assets of the sub-fund of the CCIV;

the affairs of the sub-fund; and

the affairs of any other sub-fund, to the extent the information about those affairs is required by the controller for the purpose of attaining the objectives for which the controller was appointed.

the allocation register kept by the corporate director under section 1233C (about the allocation of assets and liabilities to sub-funds); and

any books of the CCIV, to the extent the inspection of those books is necessary for the purpose of attaining the objectives for which the controller was appointed.

ASIC retains books under subsection 422D(8) in relation to the control of property of a sub-fund of a CCIV; and

the retention period mentioned in that subsection ends; and

the CCIV, by resolution of the corporate director, directs ASIC not to destroy the books;

by the provisions of this Division; and

by the winding up provisions referred to in subsection (2), applying, so far as they are capable of so doing, subject to:

such modifications as are set out in this Division; and

such other modifications as are made necessary by the fact that the provisions are applying to a sub-fund instead of to a company.

sections 53 and 91, paragraph 233(1)(a), Parts 5.4, 5.4A, 5.4B, 5.5 and 5.6, Divisions 2 and 2A of Part 5.7B and Schedule 2 (other than a provision excluded by subsection (3));

the other provisions of the Corporations legislation (other than a provision excluded by subsection (3)) to the extent to which they relate to the operation of the provisions referred to in paragraph (a).

section 459T;

Subdivision B of Division 3 of Part 5.5 (about simplified liquidation process);

Division 8 of Part 5.6 (about pooling);

a provision prescribed by regulations made for the purposes of this paragraph.

a debt of the CCIV is taken to be a debt of a sub-fund to the extent (if any) that the debt is a liability of the sub-fund; and

a claim against the CCIV is taken to be a claim against a sub-fund of the CCIV to the extent (if any) that the claim is a liability of the sub-fund.

the CCIV failed (as defined by section 459F) to comply with a statutory demand; and

the failure affects the sub-fund (see subsection 1237E(3)).

the sub-fund or sub-funds of the CCIV of which the debt is a liability; and

if the debt is a liability of 2 or more sub-funds of the CCIV—the proportion of the debt allocated to each sub-fund at the time the demand is served.

the amount of the debt is to be determined having regard only to a debt or a proportion of a debt (as the case requires) that is a liability of the sub-fund; and

the amount of an offsetting claim is to be determined having regard only to so much of an offsetting claim as is an asset of the sub-fund.

a CCIV applies under section 459G for an order setting aside a statutory demand served on the CCIV; and

within the statutory period referred to in subsection 459G(3):

a notice complying with subsection (6) is filed with the Court; and

a copy of the notice is served on the person who served the demand on the CCIV; and

the information specified in the notice about a debt is not the same as the information specified in the demand about the debt; and

section 459H does not apply.

the sub-fund or sub-funds of the CCIV of which the debt is a liability;

if the debt is a liability of 2 or more sub-funds of the CCIV—the proportion of the debt allocated to each sub-fund.

varying the demand as specified in the order; and

declaring the demand to have had effect, as so varied, as from when the demand was served on the CCIV.

the sub-fund or sub-funds of the CCIV of which the debt is a liability;

if the debt is a liability of 2 or more sub-funds of the CCIV—the amount of the debt allocated to each sub-fund.

a creditor applies under section 459P for a sub-fund of the CCIV to be wound up in insolvency; and

the application does not rely on a failure by the CCIV to comply with a statutory demand.

a notice complying with subsection (5) is filed with the Court; and

the Court thinks it is appropriate to do so.

the sub-fund or sub-funds of the CCIV of which the debt is a liability;

if the debt is a liability of 2 or more sub-funds of the CCIV—the amount of the debt allocated to each sub-fund.

a director of the corporate director of the CCIV;

a person (if any), other than the CCIV, who holds assets of the sub-fund.

a liquidator of a sub-fund of a CCIV is appointed, resigns or is removed from office; and

one or more persons, other than the CCIV, holds assets of the sub-fund of the CCIV;

include functions and powers conferred on the liquidator of a sub-fund of a CCIV by a provision of this Chapter; and

to the extent those functions and powers are conferred on the liquidator by the winding up provisions referred to in subsection 1237B(2), as those provisions apply under this Division, extend only to matters that relate solely to the carrying on of the business of the sub-fund.

the allocation register kept by the corporate director under section 1233C (about the allocation of assets and liabilities to sub-funds); and

any other books of the CCIV, to the extent the inspection of those books is necessary for the liquidator to perform or exercise the functions or powers of that office.

a liquidator of a sub-fund of a CCIV is appointed; and

one or more persons, other than the CCIV, holds assets of the sub-fund of the CCIV;

a liquidator of a sub-fund of a CCIV is appointed; and