Information Memorandum Australia: A Complete Guide to Wholesale Fund Disclosure
- Rosh Java
- Apr 11
- 8 min read
What is an Information Memorandum in Australia?
An Information Memorandum (IM) is a structured disclosure document used by Australian fund managers to offer investment opportunities to wholesale, sophisticated, and professional investors.
It functions as both a commercial tool. Explaining the fund and its strategy to potential investors and a legal record of what the fund manager disclosed at the time of the offer.
Under the Corporations Act 2001 (Cth), most offers of securities or managed investment scheme interests in Australia require a regulated disclosure document such as a prospectus or Product Disclosure Statement (PDS). However, Section 708 of the Act provides several exemptions that allow fund managers to offer investments to certain qualifying investors without a full prospectus. The Information Memorandum is the document most commonly produced under these exemptions.
This guide covers what an IM is, when an Australian fund manager needs one, how it differs from other disclosure documents, the regulatory frame that governs it, and what constitutes best practice for Australian fund managers producing IMs in 2026.
Key fact: An Information Memorandum is not legally required by the Corporations Act in the way a prospectus is required. However, it is commercially required because no sophisticated investor will commit capital without one, and legally prudent because it is the primary evidence of the disclosure made to investors at the time of the offer.
When does a fund manager need an Information Memorandum?
Australian fund managers typically need an Information Memorandum when raising capital from one or more of the following investor categories under the Section 708 disclosure exemptions:
Sophisticated investor offers (Section 708(8))
An offer does not need a regulated disclosure document if the minimum amount payable on acceptance of the offer is at least AUD $500,000, or if the offeree has produced a qualified accountant's certificate confirming they have net assets of at least AUD $2.5 million or gross income of at least AUD $250,000 for the preceding two financial years. The qualified accountant's certificate must not be more than two years old at the time of the offer.
This is the most commonly used exemption for Australian unlisted property funds, boutique private credit funds, and other wholesale capital raises targeting high-net-worth individuals.
Professional investor offers (Section 708(11))
An offer does not need a regulated disclosure document if it is made to a 'professional investor' as defined in Section 9 of the Corporations Act. Professional investors include holders of Australian Financial Services (AFS) licences, entities with net assets of at least AUD $10 million, trustees of superannuation funds with at least AUD $10 million in net assets, and similar institutional investors.
This exemption is commonly used by Australian fund managers raising institutional capital from superannuation funds, family offices, and other professional investment entities.
Small-scale offers (Section 708(1))
Personal offers of securities do not need disclosure if they do not exceed 20 investors in any 12-month period and do not raise more than AUD $2 million in that period. Offers made under this exemption cannot be advertised.
This is the smallest of the three exemptions and is more commonly used for early-stage fundraising than for established Australian fund managers running ongoing capital raises.
How does an Information Memorandum differ from a prospectus?
Prospectuses and Information Memoranda serve similar commercial purposes. Both explain investment opportunities to potential investors but they operate under different parts of the Corporations Act and carry different legal weights.
Prospectus
A prospectus is a regulated disclosure document required for retail offers of securities under Chapter 6D of the Corporations Act. It must be lodged with ASIC, contains prescribed content requirements, and is subject to strict liability provisions if it omits material information or contains misleading statements. Prospectuses are typically produced for listed company offers, retail managed fund offers, and other capital raises that target the general public.
Information Memorandum
An Information Memorandum is produced under the wholesale disclosure exemptions in Section 708 of the Corporations Act. It is not lodged with ASIC, is not subject to the prescribed content requirements that apply to prospectuses, and is not directly governed by the Chapter 6D liability provisions in the same way. However, it is still subject to the general duty of care owed by the fund manager to investors, and the misleading and deceptive conduct provisions of the Corporations Act and the Australian Consumer Law continue to apply.
In practice, the substance of a well-produced Australian IM is similar to a wholesale-only prospectus. it covers the fund's structure, strategy, financial information, risks, and terms of the offer with enough detail to support an informed investment decision. The legal frame is lighter, but the commercial expectations are not.
Important: While IMs are subject to lighter regulatory requirements than prospectuses, the obligation to provide accurate, complete, and non-misleading disclosure remains. Australian courts have consistently held fund managers accountable for misleading disclosures in IMs even though the documents are not lodged with ASIC.
What does an Australian Information Memorandum contain?
A well-produced Australian IM typically contains twelve structural sections, organised in the order in which a sophisticated investor reads the document. The exact structure varies by fund type and manager, but the underlying logic is consistent across the category.
1. Cover and document metadata
The cover identifies the fund, the offer, the date, and the wholesale-investor classification of the document. The metadata page that follows lists the responsible entity or trustee, the investment manager, the auditor, the legal adviser, and any custodial arrangements.
2. Important notices and wholesale investor declaration
This section 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, and provides the liability disclaimers and limitations on reliance that a well-drafted IM requires.
3. Executive summary and investment highlights
Two to four pages summarising the fund, the strategy, the key terms (target return, minimum investment, fee structure, lock-up period, distribution policy), the manager's track record, and the opportunity. Most sophisticated investors read the executive summary in detail before deciding whether to engage further with the document.
4. Fund structure
The legal and operational structure of the fund — most commonly an unregistered managed investment scheme structured as a unit trust, with a named trustee or responsible entity holding an Australian Financial Services Licence.
5. Investment strategy
The investment thesis, the market opportunity, the capital deployment approach, and the expected return profile. This is the section where the investment team's voice comes through most clearly.
6. Portfolio and assets
For funds with existing holdings or committed pipeline, this section describes the specific assets for property funds, individual asset profiles with valuation, lease terms, and strategic rationale; for credit funds, loan book characteristics; for private equity funds, portfolio company profiles.
7. Financial information
Target returns, distribution policy, fee structure, performance fee calculations, forecast returns where the fund provides them, fund expenses, gearing policy, and any sensitivity analysis.
8. Risks
A specific, balanced disclosure of the material risks associated with the investment. Risks are typically grouped into categories: investment risks, market risks, structural risks, operational risks, regulatory risks, with each risk treated specifically rather than generically.
9. The manager and key personnel
Biographies of the key investment and operational personnel, the firm's track record where relevant, and a description of the manager's approach and alignment.
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 face late-cycle compliance redlines.
11. How to invest
The practical mechanics of making an investment: minimum subscription, application process, payment terms, unit pricing, allocation, and what happens after the application is accepted.
12. Appendices and application form
Glossary of defined terms, the constitution or investment management agreement (where relevant), the wholesale investor declaration form, and the application form itself.
What are the most common mistakes Australian fund managers make in IM production?
After a decade of producing investor publications for ANZ fund managers, six structural failures recur across most IMs regardless of fund size or asset class. Each is preventable but invisible until named.
The first is voice drift. The investment team writes one section, the legal team writes another, and the two collide when assembled.
The second is inconsistent financial presentation
Different tables use different formats, decimal places, and typographic treatments.
The third is a generic risks section that reads as boilerplate rather than specific to this fund
The fourth is an executive summary that buries the key terms in prose rather than presenting them in a scannable table.
The fifth is a compliance revision cascade caused by legal review happening at the end of the production cycle rather than the middle.
The sixth is pagination that does not respect reading flow.
All six failures are preventable with disciplined production sequencing. Specifically, splitting the legal review into two phases (early substantive review, late structural review), establishing a governing voice and structural standard before design begins, and treating the final week of production as a delivery phase rather than a revision phase.
What does a typical Australian IM production timeline look like?
A realistic production cycle for an Australian unlisted fund IM runs 6-8 weeks from kickoff to printer delivery, assuming the document is being produced under disciplined sequencing. Cycles run longer when content is incomplete at kickoff, when stakeholder reviews are uncoordinated, or when legal review is left to the end of the cycle.
The disciplined production timeline works backwards from the printer deadline rather than forwards from the kickoff. The final week is reserved for delivery and final files. The penultimate week is the substantive design completion and the second-phase legal review. The middle weeks are the production phase, with design work happening against content that is already legally stable. The first phase happens in weeks one and two, when the structural framework is established and the first-phase legal review of legally sensitive content takes place: risks, disclaimers, fees, key terms, and the Section 708 exemption.
How much does it cost to produce an Information Memorandum in Australia?
Production costs for an Australian IM vary significantly depending on the fund's complexity, the production approach, and the specialist quality of the people involved. The range across the market is roughly AUD $5,000 at the low end (basic freelance design and layout for a simple fund) to AUD $40,000 or more at the high end (full structural engagement with senior practitioners producing institutional-grade documents for complex funds).
For mid-sized Australian unlisted property fund managers, boutique private credit managers, and similar wholesale-targeted funds, the typical investment in a properly produced IM is AUD $15,000 to $30,000 for a single publication produced to institutional standard. Below this range, fund managers typically receive adequate documents with structural problems that compound across cycles. Above this range, fund managers are typically working with larger agencies whose pricing reflects overhead rather than craft.
Ästhetik Studio's Investor Publication Intensive produces a single investor publication end to end in four to six weeks from approved brief. Core tier engagements start at AUD $8,000. Each engagement is delivered by a senior practitioner with fifteen years inside ANZ investor communications environments, and is built against the structural framework described in this article.
Where to learn more about producing better Australian IMs
Ästhetik Studio has published a free reference guide called The Information Memorandum Guide. It covers the twelve structural sections of a well-made IM in detail, the six structural failure points and how to prevent them, the compliance review sequence that prevents late-cycle cascades, and the production timeline worked backwards from the printer deadline.
The Guide is written specifically for Australian fund managers producing wholesale-investor documents under Section 708 of the Corporations Act. It is free to download and share at asthetik.studio/guide.
The Information Memorandum Guide
If your next investor publication is six to twelve weeks away and you would like to discuss how to improve the next cycle, Ästhetik offers a focused twenty-minute Comms Review at asthetik.studio/book-a-review.
The call covers the specific publication you are producing, the structural issues most likely to surface in the next cycle, and an honest view on whether the Investor Publication Intensive is the right engagement for your firm.
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