How to Produce a Better Information Memorandum

Rosh Java
May 5
8 min read

How do you produce a high-quality Information Memorandum?

Producing a high-quality Information Memorandum for an Australian wholesale fund raise comes down to two things: the structural sections you include, and the order in which you present them. Most fund managers focus on the content of each section without thinking carefully about the underlying structure, which is why most Australian IMs end up structurally compromised by the time they reach the printer deadline.

This guide walks through the twelve structural sections that appear in well-produced Australian IMs, in the order in which they should appear, with notes on what each section needs to contain and the specific decisions that determine whether each section serves the document or undermines it.

This is not legal guidance. Fund managers should consult their own compliance counsel for any specific regulatory questions. It is structural and production guidance based on fifteen years of producing investor publications for Australian fund managers across private wealth, fund management, unlisted property, and boutique investment businesses.

Why does the structure of an IM matter as much as the content?

A sophisticated investor reading an Information Memorandum forms an impression of the fund within the first minute of opening the document. This impression is shaped almost entirely by structural and typographic factors: the cover, the executive summary, the key terms presentation, the visual hierarchy, rather than by the specific claims in the body of the document.

If the structural impression is positive, the rest of the document gets a charitable read. If the structural impression is negative, even strong content gets read sceptically. This is the reason structural decisions matter as much as the substance of what the document says. They shape the lens through which the substance is interpreted.

Practical implication:

A fund manager who invests in structural discipline like voice consistency, section ordering, typographic standards, financial presentation conventions, will produce documents that earn first-minute trust regardless of whether the content is technically excellent.

A fund manager who invests in excellent content but neglects the structure will produce documents whose content gets discounted by sophisticated readers before it has a chance to land.

Section 1: Cover and document metadata

The cover of an Information Memorandum is the single highest-leverage page in the document. It is the first thing the reader sees and shapes their expectations for everything that follows. A considered cover with one deliberate image or typographic composition, quiet colour, clear document identification tells the reader that the rest of the document will be worth their attention.

The cover should clearly identify the fund, the offer, the date, and the wholesale-investor classification of the document. It should also carry the responsible entity or trustee name. The cover does not try to sell the fund, just identifies it.

Immediately after the cover, a brief document metadata page lists the document date, the responsible entity or trustee, the investment manager, the auditor, the legal adviser, and the custodian. Sophisticated investors look at the metadata page first because it tells them who is standing behind the document.

Section 2: Important notices and wholesale investor declaration

The important notices section sits at the front of the document because it establishes the legal context under which the IM is provided. It names the Section 708 exemption being relied upon, declares that the offer is only available to wholesale, sophisticated, or professional investors as defined in the Corporations Act, and provides the liability disclaimers and limitations on reliance that a well-drafted IM requires.

The temptation is to tuck this section at the back of the document as an appendix. Resist the temptation. A sophisticated investor reads the important notices section before the executive summary because it tells them whether the document is for them at all. Putting it at the front is both legally prudent and structurally honest.

Section 3: Executive summary and investment highlights

The executive summary does the most work for the document because most sophisticated investors read it in detail and skim the rest of the document for specific details. If the executive summary is strong, the rest of the IM gets a charitable read. If the executive summary is weak, the rest gets a sceptical one.

A well-constructed executive summary contains five elements in roughly this order: a one-paragraph description of the fund and its strategy, a key terms table presenting the commercial terms as structured data (target return, minimum investment, fee structure, lock-up period, distribution policy), a brief description of the investment opportunity and why it exists now, a short section on the manager's track record and alignment, and a signpost to the risks section. Two to four pages is the right length for most unlisted property and boutique investment fund IMs.

The single most important structural decision in the executive summary is to include a key terms table near the top, with the commercial terms presented as scannable data rather than buried in prose. This is the table the reader looks at first, and the prose around it is the supporting context.

Section 4: Fund structure

This section describes the legal and operational structure of the fund. It names the trustee or responsible entity, the legal form of the fund (most commonly an unregistered managed investment scheme structured as a unit trust), the constitution, the investment management agreement, and the custodial arrangements.

Sophisticated investors read this section to understand who they will be dealing with and under what legal framework. Clarity matters more than length. A reader who has to work to understand how the fund is structured is already forming a negative impression, even if the information is technically present.

Section 5: Investment strategy

The investment strategy section is where the narrative logic of the fund is explained. What is the investment thesis? What market opportunity is the fund designed to capture? How will capital be deployed? What is the expected portfolio construction? What is the return profile the manager is targeting and why is that profile credible?

This section is where the investment team's voice comes through most clearly. The challenge is presenting a confident narrative without tipping into promotional register. A well-designed strategy section uses hierarchy via clear headings, pull quotes, sidebars for specific data points to make a dense argument scannable without losing its substance.

Section 6: Portfolio and assets

For funds that have existing holdings or committed pipeline, this section describes the specific assets in the portfolio. For property funds, this usually means individual asset profiles — each property with its address, valuation, lease terms, tenants, and strategic rationale. For private credit funds, this means loan book characteristics. For private equity and venture funds, this means portfolio company profiles.

Each asset profile needs to carry enough specific information to satisfy a due diligence reader, but the set of profiles together need to feel like a coherent portfolio rather than a sequence of unrelated pages. Template discipline matters here. Every asset profile should follow the same structural format, so the reader can compare assets without cognitive overhead.

Section 7: Financial information and forecasts

Target returns, distribution policy, fee structure, performance fee calculations, forecast returns, fund expenses, gearing policy, and any sensitivity analysis. This section is typically the most data-heavy in the IM and requires the most careful design treatment, because dense financial tables that are hard to read erode confidence more than almost any other element of the document.

The right approach to financial tables is typographic discipline: consistent column alignment, consistent decimal places, clear hierarchy between headline figures and supporting detail, and generous whitespace between rows. Most IM financial tables are cramped because the designer tried to fit too much information into too small a space. The fix is usually to reduce what's shown rather than shrink the type.

Section 8: Risks

Arguably the most important section in the entire document from both a legal and an investor-confidence perspective. A risks section that is too brief creates legal exposure because it suggests the manager has not fully disclosed the material risks. A risks section that is too long creates reader fatigue and dilutes the specific risks that matter most.

The goal is specificity. Naming the actual risks that apply to this fund, this strategy, this asset class, this market cycle, rather than generic risk boilerplate that could have been copied from any IM. A well-structured risks section typically groups risks into categories (investment risks, market risks, structural risks, operational risks, regulatory risks) and treats each risk with a short specific description rather than a long generic one.

Specific risk language is harder to write than generic language, but it is the thing that separates a serious IM from a template IM. Generic risk language signals to sophisticated investors that the manager has not actually thought about the specific risks of this specific fund.

Section 9: The manager and key personnel

Biographies of the key investment and operational personnel, the firm's track record where relevant, a description of the manager's approach and alignment, and any material disclosures about the manager's broader business. This section is where sophisticated investors go to answer the question 'who is actually going to manage my money,' which is usually the single most important question in their due diligence.

Bios should be specific, not generic. Named deals, named roles, specific outcomes. A bio that says '20+ years of experience in Australian property markets' is a red flag because it signals the manager is reluctant to commit to specifics. A bio that names the three largest deals, the relevant institutions, and the specific track record is what a sophisticated investor wants to read.

Section 10: Fees, expenses, and unit economics

Management fees, performance fees, establishment costs, ongoing costs, and the basis on which each is calculated. This section is where fund managers most often get caught by compliance redlines late in the cycle, because the fee disclosure has to be both complete and balanced, and the commercial reality of fund economics rarely looks as clean in prose as it does in the manager's head.

The best defence against late compliance revisions on fees is to draft the fees section early in the production cycle, before the rest of the document is laid out, and get it pre-reviewed by compliance before it enters the design stage. A fees section that is stable before design begins saves two to four days of rework in the final week of the production cycle.

Section 11: How to invest

The practical mechanics of making an investment. Minimum subscription, application process, payment terms, unit pricing, how units are allocated, and what happens after the application is accepted. This section is usually short and operational, but it is the section the reader lands on when they have decided to invest, which means it needs to be frictionless, clear, and easy to act on.

Section 12: Appendices and application form

Supporting material that does not need to live in the main body. A glossary of defined terms, the full constitution or investment management agreement (where relevant), the wholesale investor declaration form, and the application form itself. The application form is functionally part of the main document even though it sits in the appendices. Design it with the same care as the rest of the IM, because it is the last thing the investor sees before they commit.

What is the most common structural mistake fund managers make in IM production?

The most common structural mistake is producing the IM in the wrong sequence.

Drafting content first, designing the layout second, and reviewing legally third. This sequence puts the highest-stakes legal review at the point in the cycle where there is no time left to act on it, which produces the late-cycle compliance cascade that compromises the structural integrity of the document.

The fix is to split legal review into two phases. Phase one is an early substantive review of the legally sensitive sections (risks, disclaimers, fees, key terms, the Section 708 exemption) before any design work begins. Phase two is a final structural review of the laid-out document. This single change removes most of the late-cycle pressure that compromises Australian IM production.

Where to learn more

Ästhetik Studio has published a free reference guide that covers all twelve structural sections in detail, along with the six structural failure points that recur across most Australian IMs and the disciplined production timeline that prevents them.

The Information Memorandum Guide is available at asthetik.studio/guide.

If you are preparing to produce an IM in the next six to twelve weeks and want an honest read on your current structural approach, Ästhetik offers a focused twenty-minute Comms Review at asthetik.studio/book-a-review.