You have built a track record with private deals. Your investors now want a formal structure they can subscribe into. But you do not hold an Australian Financial Services Licence, you do not have a trustee, and you do not have months to build the infrastructure from scratch.
This is the moment most successful managers hit. The good news: you do not need to build it all yourself. This guide explains how a wholesale investment fund works in Australia, where an AFSL and a trustee fit in, and how you can launch under an established, independently governed structure — properly, and without building it all from scratch.
What is a wholesale investment fund?
A wholesale investment fund pools capital from wholesale (rather than retail) investors and invests it according to a defined mandate — property, private credit, venture capital, equities or other strategies. In Australia, most pooled funds are structured as a managed investment scheme (MIS): a legal arrangement where investors contribute money, those contributions are pooled or used in a common enterprise, and investors do not have day-to-day control.
Structuring your offering as a fund gives investors a clear, governed vehicle to invest through, gives you a scalable platform to grow, and signals that you operate to institutional standards.
Wholesale vs retail investors
The distinction matters because it shapes your obligations. A wholesale investor generally meets one of the tests in the Corporations Act — for example, investing at least $500,000, or holding an accountant’s certificate confirming a prescribed level of net assets or gross income. Funds open only to wholesale investors face lighter disclosure requirements than retail funds, which makes them faster and more efficient to launch.
Confirming each investor’s wholesale status — and keeping the certificates on file — is part of running the fund properly. Get this right from day one.
What is a managed investment scheme?
A managed investment scheme is the framework that holds the whole structure together. It sets out how capital is pooled, how units are issued, who makes decisions, and how investors are protected.
Schemes take one of two forms. Registered schemes are open to retail investors, must be registered with ASIC, and require a Responsible Entity and a product disclosure statement. Unregistered schemes are limited to wholesale and sophisticated investors and carry lighter disclosure obligations — which is the route most emerging fund managers take. We typically work with wholesale clients, and we operate the scheme with an independent licensed trustee, so the structure carries strong governance regardless of its registration status. For a fuller explanation, see our guide to what a managed investment scheme is.
A wholesale scheme still must be operated by a properly licensed entity and governed by a trust deed and investment mandate. That licensing requirement is where most managers get stuck.
Do you need your own AFSL to run a fund?
Yes — someone in the structure needs an AFSL. Under the Corporations Act 2001, anyone who provides financial services, deals in financial products or operates a managed investment scheme must hold a valid Australian Financial Services Licence, regulated by ASIC.
You have two paths:
- Apply for your own AFSL. Applying for an AFSL is rigorous. You need to demonstrate organisational competence, appoint responsible managers, meet financial requirements and build a compliance framework. It can take many months and significant cost before you write a single line of business.
- Operate under an existing AFSL. You can be appointed as a Corporate Authorised Representative (CAR) of a licensee, allowing you to market the fund and provide general financial product advice to wholesale investors — legally, and from day one — without holding the licence yourself.
For managers who want speed without compromising compliance, the second path is usually the smarter move.
What is a Corporate Authorised Representative (CAR)?
A Corporate Authorised Representative is a company authorised under another entity’s AFSL to provide specified financial services. The licensee supervises and supports the CAR, and the CAR operates within the scope of that authorisation. In a fund context, a CAR arrangement lets you run your strategy and engage your investors while the licensed trustee carries the AFSL obligations.
Our AFSL and regulatory authorisations
Rawlings Bolton operates under Australian Financial Services Licence (AFSL) 274444, issued by ASIC. This licence authorises us to provide a range of financial services relevant to the establishment and operation of wholesale managed investment structures.
Our AFSL authorisations include the ability to:
- Issue, acquire and deal in interests in managed investment schemes
- Provide financial product advice in relation to those interests
- Act as trustee and provide custodial services, holding assets on behalf of investors
- Operate within a licensed framework to establish and oversee managed investment arrangements
These authorisations enable us to bring fund structures to market within a compliant and supervised environment, with the trustee retaining responsibility for operating the scheme and meeting AFSL obligations.
The role of the trustee
Every MIS needs a trustee to hold the assets and act in investors’ best interests. The trustee receives investor capital, issues units, safeguards assets and ensures the fund meets its fiduciary obligations. Using an independent corporate trustee — a trustee company rather than an individual — adds governance, continuity and investor confidence.
Bringing in an established trustee means you are not asking investors to rely on a structure you built alone. You are giving them oversight from a proven fiduciary, while you stay focused on the investment decisions you do best.
Governance that stands up to scrutiny
Managed investment schemes are under closer scrutiny than ever. Investors, and regulators, are asking harder questions about how funds are governed, who holds the assets, and whether oversight is genuinely independent.
That scrutiny suits the way we work. In our structure, the licensed trustee is independent of the investment manager and retains real responsibility for operating the scheme and safeguarding assets. Your control over the strategy is clearly separated from the custody of investor capital — so no single party both directs the investments and holds the money.
We are also selective about the managers we partner with. Operating under our AFSL means our licence and our name stand behind your fund, so we conduct proper due diligence before we take anyone on. That protects your investors, and it protects the integrity of the structure.
We build each fund to a standard that stands up to examination — because in this environment, that is exactly what credible investors expect.
How the structure works
Our structure — which we call Fund-in-a-Box — brings the licence, the independent trustee and the operating infrastructure together, so you can launch a compliant wholesale fund without assembling each piece yourself. Here is how it fits together:
- Investors subscribe into the Head Trust. We establish the Head Trust and act as the licensed trustee under our AFSL. This trust receives investor capital, issues units and carries the fiduciary obligations.
- Capital flows to a Sub-Trust (SPV). We establish a dedicated Sub-Trust with a corporate trustee. You are appointed director of that trustee company, giving you effective control over how the strategy is managed within a defined governance framework.
- You manage the strategy. An Investment Management Agreement (IMA) delegates investment management to your business, in line with the trust deed and mandate. A CAR agreement authorises your entity under our AFSL so you can market the fund and advise wholesale investors.
- We handle compliance, reporting and administration. You retain day-to-day control of the assets; we provide governance, oversight and — if required — full back-office support.
The result is a clear separation of responsibilities: you run the investments, we carry the licence and the trustee role, and your investors get an institutional-grade vehicle.
What’s included: fund administration and registry
Launching the fund is the start. Running it well is what keeps investors confident and keeps you compliant. Our optional registry and fund administration services cover the operational load, including:
- Investor registry maintenance and unit pricing
- Digital onboarding with AML/KYC, CRS and FATCA checks
- Fund accounting and financial reporting
- Distribution calculations, tax and distribution statements
- Compliance recordkeeping, BAS lodgements and audit support
You can take these as a bundle with the trustee service or as a standalone offering — whatever your fund needs as it scales.
Why partner with Rawlings Bolton
We are Rawlings Bolton — trusted fiduciaries, financial intermediaries and advisers with 75 years of success helping clients protect and grow Good Capital. Partner with us and you get:
- An independent, licensed trustee that retains real responsibility for the scheme
- Clear separation between your investment control and the custody of assets
- A selective approach — we partner with managers we have done our diligence on
- A fully compliant, scalable structure operated under our AFSL (274444)
- Efficient to launch, without cutting governance corners
- A structure suited to wholesale strategies across property, private credit and venture capital
We manage capital responsibly for generations to come.
Frequently asked questions
Do I need an AFSL to start a fund in Australia?
Someone in the structure must hold one. You can apply for your own AFSL, or operate as a Corporate Authorised Representative under an existing licensee’s AFSL — which is faster and removes much of the upfront cost and complexity.
What is a managed investment scheme?
It is a legal structure where investors pool capital that is managed on their behalf, with investors not having day-to-day control. Most Australian wholesale funds are set up as a managed investment scheme.
What is a Corporate Authorised Representative?
A company authorised under another entity’s AFSL to provide defined financial services. It lets you market your fund and advise wholesale investors while the licensee carries the AFSL obligations.
Who can invest in a wholesale fund?
Only wholesale investors — typically those investing $500,000 or more, or who hold an accountant’s certificate confirming the prescribed assets or income. Retail investors cannot invest in a wholesale-only fund.
How quickly can I launch?
Because the licence, trustee and structure already exist, a launch is typically measured in weeks rather than the many months it can take to build everything from scratch — without shortcutting the governance that protects your investors.
What AFSL does Rawlings Bolton hold?
We operate under AFSL 274444, issued by ASIC. It authorises us to deal in and advise on interests in managed investment schemes, and to act as trustee and provide custodial services — the authorisations needed to establish and oversee a wholesale fund structure.
Ready to formalise your offering?
If you are ready to turn your track record into a professionally managed wholesale fund, we give you the independent trustee, the licensed structure and the governance to do it with confidence.
Book a free 30-minute structure call to map out your fund.
Email stav@rbco.au · Call 07 2146 8050 · Visit www.rbco.au
This article is general in nature and provided for information only. It does not constitute legal, financial or tax advice. You should seek independent advice before proceeding with any fund structure or investment offering.
