Focus. ASIC s new financial requirements for responsible entities, IDPS operators and custodians. Corporate Advisory. 26 July 2013

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1 Focus ASIC s new financial s for responsible entities, IDPS operators and custodians Corporate Advisory 26 July 2013 The Australian Securities & Investments Commission (ASIC) has recently released: new financial s for Australian financial services licensees authorised to operate an IDPS (IDPS Operator) or provide a custodial or depository service (Custodian), and updated financial s for responsible entities (RE). These financial s are contained in Class Orders 13/760 and 13/761 and are the finalisation of proposals foreshadowed by ASIC in Consultation Paper 194. Corporate Advisory Partner, Tim Wiedman, summarises the impact of these new financial s. The new financial s are applicable to REs, IDPS Operators and Custodians established after 1 July Responsible entities ASIC s revised financial s will apply from 1 July 2014 to REs operating prior to 1 July 2013, unless the RE elects to opt-in prior to then. REs who become authorised to operate registered schemes after 1 July 2013, either by obtaining an Australian Financial Services Licence (AFSL), or varying an existing AFSL, must comply with the new financial s at that time. All existing REs, IDPS Operators and Custodians must be compliant by 1 July 2014.

2 A summary of the impact from 1 July 2014 for REs in operation prior to 1 July 2013 is set out below. Financial Net Tangible Asset (NTA) for REs who self-custody scheme assets (where those assets are not special custody or tier $500,000 class assets) NTA for REs where scheme assets are held by a custodian (where assets are not special custody or tier $500,000 class assets) Current RE must hold NTA at least the greater of: $5 million, or 10% of the average RE revenue of the RE. RE must hold NTA at least the greater of: $150, % of the average value scheme property of the registered schemes operated by the RE, up to an amount of $5 million, or 10% of average RE revenue of the RE. The custodian who holds the scheme assets (or who appointed the subcustodian who holds the scheme assets) must: hold NTA of at least $5 million, or be an eligible custodian (namely, an Australian bank or credit union, a market or clearing participant, or a subcustodian appointed by such entity). Impact The $5 million threshold is increased to $10 million. Therefore, the RE must hold NTAs at least the greater of: $10 million, or 10% of the average RE revenue of the RE. No change to RE s NTA obligation. However, the custodian appointed by the RE must, unless it is an eligible custodian, meet the following s: have an AFSL authorising it to provide custodial or depository services hold NTA at least the greater of $10 million or 10% of average revenue of the custodian and meet the other financial s applying to a Custodian (as discussed below under the heading Custodial or depository service providers ) not be an incidental provider (as discussed below under the heading Custodial or depository service providers ), and provide the RE with an assurance, which is not more than 13 months old, confirming the custodian meets the above s. Alternatively, if the custodian does not hold an AFSL authorising it to provide a custodial or depository service (and is not an eligible custodian), the RE must satisfy the following s: obtain an assurance from the custodian, which is not more than 13 months old, confirming it meets the financial s which would apply if it was a Custodian (i.e. licensed to provide custodial or depository services) and will

3 Financial NTA for REs where scheme assets are tier $500,000 class assets held by the licensee, custodian or a sub-custodian appointed by the custodian. Current Where the assets of the RE s registered schemes are tier $500,000 class assets and held by the: the licensee, where the licensee holds NTA of at least $500,000, or the custodian or a sub-custodian, where they hold at least $500,000 NTA or is an eligible custodian, then the RE must at all times hold NTA of at least the greater of: $150,000 (though this will be $500,000 if the RE holds the assets) 0.5% of the average value of scheme property of the registered schemes operated by the RE, up to an amount of $5 million, or 10% of average RE revenue of the RE. Impact immediately notify the RE of any breach of those financial s which would be reportable to ASIC if it held an AFSL have no reason to suspect the custodian does not comply with the above s, and obtain an auditor s report for the custodian, covering a 12 month period ending no more than 16 months prior, on the custodian s compliance with the financial s applying to a Custodian. For new REs, until 1 July 2014, the custodian (if not an eligible custodian) only has to meet the following s: have held, prior to 1 July 2013, either an AFSL authorising it to provide a custodial or depository service or the assets of a registered scheme as a custodian, and hold NTA of $5 million. No change to RE s NTA obligation.

4 NTA for REs where scheme assets are held either by members or are special custody assets held by the RE or a custodian. Cash needs The RE must at all times hold NTA of at least the greater of: $150, % of the average value of scheme property of the registered schemes that are operated by the RE, up to an amount of $5 million, or 10% of average RE revenue of the RE. Where the special custody assets are held by a custodian (other than an eligible custodian) they are generally required to hold the amount of NTA the RE is required to maintain. REs must: prepare a cash flow projection covering at least the next 12 months based on a reasonable estimate of what is likely to happen over the period have the cash flow projection approved by the RE s directors at least quarterly, as satisfying the above document the calculations and assumptions used in preparing the projection, describing why assumptions are appropriate update the cash flow projection when it ceases to cover the next 12 months, there is a material change or the RE suspects that it is not meeting the following s, and demonstrate, based on the cash flow projection, that over the 12 month forecast period the RE will have access to sufficient resources to both: meet its liabilities, and comply with the cash and cash equivalents (discussed below). No change to RE s NTA obligation. No change.

5 Cash and cash equivalents Liquid assets The RE must hold at all times cash and cash equivalents of at least the greater of: $150,000, or 50% of the greater of: $150, % of the average value of scheme property of registered schemes operated by the RE, up to a maximum of $5 million, or 10% of average RE revenue of the RE. The RE must hold at all times liquid assets of an amount at least equal to the NTA the RE is required to hold. No change. No change. For detailed information on the concepts of average RE revenue, average value of scheme property, cash and cash equivalents, and, liquid assets, please click here. The key impacts of the revised financial s are for REs who: self-custody scheme assets (where those assets are not special custody or tier $500,000 class assets), as their minimum NTA increases from $5 million to $10 million, and appoint a custodian (other than an eligible custodian) to hold scheme assets (other than tier $500,000 assets and special custody assets), as they must ensure the custodian meets more onerous s, including, from 1 July 2014, a minimum NTA of $10 million. IDPS Operators ASIC has extended the financial s which apply to REs to cover IDPS Operators. For existing IDPS Operators, being licensees authorised to operate an IDPS prior to 1 July 2013; they must comply with these financial s from 1 July For licensees who become authorised to operate an IDPS on or after 1 July 2013, the financial s must be complied with upon becoming an IDPS Operator. ASIC has updated some of the key concepts underlying the financial s to reflect that an IDPS Operator operates an IDPS (in contrast to an RE who operates a registered scheme). For example, IDPS Operators are subject to a 0.5% calculation for NTA purposes, which is based on the average value of the IDPS property of the IDPSs operated by the IDPS Operator, and, a 10% revenue calculation based on the average IDPS revenue of the IDPS Operator. Custodial or depository service providers AFSL holders authorised to provide a custodial or depository service (Custodian) will also be subject to NTA, cash and cash equivalent and liquidity s, as well as expanded cash needs and audit s. The financial s will apply from 1 July 2014 for licensees authorised to provide custodial or depository services prior to 1 July 2013, and, for licensees who become authorised to provide custodial or depository services from 1 July 2013, from that date.

6 Differing NTA, cash and cash equivalent, and, liquid asset financial s apply depending on whether the Custodian is a proper Custodian, an incidental provider or an exempt Custodian as summarised below..financial Proper Custodian Incidental provider Exempt Custodian Custodian Not an incidental provider Incidental provider who Incidental provider who definitions holds financial products in appoints a proper providing custodial or Custodian to hold financial depository services products relating to the custodial or depository services it providers NTA The Custodian must at all The Custodian must at all No NTA. times hold NTA of at least times hold NTA of at least the greater of: the greater of: $10 million, or $150,000, or 10% of average 10% of average revenue revenue. Cash and cash equivalents Liquid assets Cash needs The Custodian must at all times hold cash or cash equivalents of an amount that is at least 50% of the NTA required to be maintained. The Custodian must at all times hold cash or cash equivalents of an amount that is at least 50% of the NTA required to be maintained. No cash and cash equivalents. The Custodian must at all The Custodian must at all No liquid assets times hold liquid assets of times hold liquid assets of. an amount that is at least an amount that is at least 100% of the NTA required 100% of the NTA required to be held. to be held. Custodians must: prepare a cash flow projection covering at least the next 12 months based on a reasonable estimate of what is likely to happen over the period have a cash flow projection approved by the Custodian s directors, partners, trustees or the Custodian (depending on whether it is a company, partnership, trustee or natural person) at least quarterly, as satisfying the above document the calculations and assumptions used in preparing the projection, and describe why the assumptions are appropriate update the cash flow projection when it ceases to cover the next 12 months, there is a material change or the Custodian suspects that it is not meeting the following, and demonstrate, based on the cash flow projection, that over the 12 month forecast period the RE will have access to sufficient resources to both: meet its liabilities, and comply with its cash and cash equivalents (if any). Audit opinion The audit opinion provided by the Custodian s auditor must cover compliance with the financial s applying to the Custodian.

7 A Custodian will be an incidental provider if: it does not provide any custodial or depository services other than services provided to a client because of, or in order to obtain, the provision of other financial services by the Custodian or its related body corporate and which do not form part of an IDPS, and revenue from providing custodial or depository services is less than 10% of its financial services business revenue. A Custodian will be an exempt Custodian if it is an incidental provider and all financial products to which the custodian or depository services provided by the Custodian relate are held by: a proper Custodian a sub-custodian appointed by a proper Custodian, or an eligible custodian. In addition to the financial s summarised above, a Custodian appointed by a licensee (such as an RE) to provide a custodial service, must: if requested, provide the licensee with a statement regarding its compliance with the applicable financial s and stating whether it is an incidental provider, and if it lodges a significant breach notification with ASIC relating to a breach of its financial s, immediately notify the licensee of such notification. Application to wholesale fund managers Generally, the incidental provider characterisation should apply to licensees who operate wholesale unregistered managed investment schemes, and, hold an AFSL authorising the provision of a custodial or depository services which enables them to hold the assets of the schemes on behalf of investors. Wholesale fund managers who comply with the conditions of an incidental provider will either: be required at all times to hold NTA of at least the greater of $150,000 or 10% of their average revenue and meet the cash, cash equivalents and liquid asset s set out in the table above, if they hold the assets of the wholesale funds they operate, or have no NTA, cash and cash equivalent or liquid asset s, if they appoint a proper Custodian to hold the assets of the wholesale funds they operate. Wholesale fund managers (who hold an AFSL authorising the provision of a custodial or depository services) will also be subject to the expanded cash needs, and, audit s summarised in the table above. Wholesale fund managers who hold an AFSL which does not authorise them to provide custodial or depository services are not required to comply with the new financial s. For wholesale fund managers who are also REs, by complying with the financial s applying to them as an RE, they will also meet the financial s of a Custodian (assuming they are an incidental provider).

8 If you are an RE, IDPS Operator or Custodian who require assistance with understanding how these new financial s will apply to you please contact our team: Tim Wiedman on Sean Robertson on Brendan Leighton on Isaac Evans on Focus covers legal and technical issues in a general way. It is not designed to express opinions on specific cases. Focus is intended for information purposes only and should not be regarded as legal advice. Further advice should be obtained before taking action on any issue dealt with in this publication. info@mccullough.com.au Brisbane Level 11, 66 Eagle Street Brisbane QLD 4000 GPO Box 1855, Brisbane QLD 4001 T F Sydney Level 16, 55 Hunter Street Sydney NSW 2000 GPO Box 462, Sydney NSW 2001 T F Newcastle Level 4, 251 Wharf Road Newcastle NSW 2300 PO Box 394, Newcastle NSW 2300 T F

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