Managers setting up a first wholesale fund are often told they need “an independent trustee”, without being told what the independence refers to or whether it applies to them. It’s a specific structural arrangement, not a generic label — and it isn’t the only way a wholesale fund is operated.
A wholesale fund needs a trustee, and that trustee generally needs to be covered by an AFS licence. It doesn’t generally need to be independent of the manager — independence is usually a commercial requirement set by investors or mandates, not a legal one. In an independent trustee structure the trustee is one licensee and the manager is licensed elsewhere, so there are two licensed relationships. In an integrated structure a single licensee is trustee and authorises the manager as its corporate authorised representative — one relationship. Which fits depends mainly on what the people investing require.
What the trustee actually does
In an unregistered wholesale scheme, the trustee holds the scheme’s assets on behalf of unitholders and issues the interests in the scheme. It is the legal owner of scheme property and the counterparty investors subscribe to. The investment manager is a different function: it makes and manages the investments within the mandate.
Those two functions can sit in the same corporate group or in different ones. That choice — not the existence of a trustee — is what the phrase “independent trustee” is describing.
The licensing position
Before comparing structures, one point applies to both. ASIC’s Information Sheet 251 states that a trustee that issues, varies or disposes of interests in an unregistered scheme must generally hold an AFS licence authorising it to deal in a financial product by issuing, varying or disposing of interests in a managed investment scheme.
ASIC’s stated position is also that a trustee cannot rely on the authorised representative exemption to avoid holding a licence for a scheme of which it is the trustee — because issuing an interest as trustee is, in ASIC’s words, “by its nature, the action of a principal”.
Model one: an independent trustee
Here the manager engages a licensed trustee that sits at arm’s length from it. The trustee holds the assets and issues the interests; it is not part of the manager’s group and does not authorise the manager.
Which leaves the manager’s own licensing to be solved separately. The manager still has to be covered by an AFS licence to provide its financial services — and it must be a different licence from the trustee’s. In practice that means either holding its own AFSL, or being authorised as a corporate authorised representative under some third licensee.
So the manager ends up with two licensed relationships: the trustee, and whoever provides its licence coverage. Two counterparties, two fee lines, two onboarding and due diligence processes, two teams.
Independent trustee structures are typically used where an investor, mandate or institutional allocator requires the trustee to be separate from the manager. Where that requirement exists, it decides the structure.
Model two: an integrated licensee
Here a single licensee establishes and operates the scheme. It holds the AFS licence, acts as trustee, and authorises the investment manager as its corporate authorised representative under s 916A of the Corporations Act.
Because the scheme is the licensee’s own, the authorisation follows the structure: the manager operates within the scope of the licence that already sits behind the fund, rather than sourcing licence coverage from somewhere else. That collapses the arrangement to one licensed relationship.
The manager still runs its own strategy, brand and client relationships. What changes is where the licensing and trustee functions sit — and how many parties are involved in getting the fund launched.
The two structures side by side
| Independent trustee | Integrated licensee | |
|---|---|---|
| Who is trustee | A separate licensed entity | The licensee operating the scheme |
| Manager’s licence coverage | A different AFSL — its own or a third party’s | Authorised by the same licensee as CAR |
| Licensed relationships | Two | One |
| Onboarding processes | Two — trustee and licensee | One |
| Trustee separate from manager | Yes — that is the point of it | No |
| Typically chosen because | An investor or mandate requires separation | Simplicity and speed to launch |
Neither structure is the default. The question that usually settles it is whether separation is required by the people investing.
How to work out which applies to you
Three questions do most of the work:
- Does any investor or mandate require an independent trustee? If a cornerstone investor, institutional allocator or mandate document requires the trustee to be separate from the manager, that requirement is decisive — and worth establishing early, because it shapes everything downstream.
- Do you already hold, or intend to hold, your own AFSL? A manager that already holds a licence has already solved its own coverage, which changes the comparison. A manager that doesn’t is choosing between obtaining one and being authorised under an existing licence.
- How many counterparties can you realistically manage at launch? Running two licensed relationships is not just a cost question — it is two sets of due diligence, reporting lines and approval processes to coordinate while raising a first fund.
Cost sits underneath all three. We set out the figures for each licensing route in what it costs to set up a wholesale fund.
Where an integrated platform fits
Providence Equity Holdings operates the integrated model. It holds the AFS licence, acts as trustee and issuer for the wholesale schemes it operates, and authorises the investment manager as a corporate authorised representative to run the strategy within an agreed scope — a single licensed relationship rather than two. Providence does not provide standalone trustee or custodial services to third parties. → Managed Scheme & Trustee Infrastructure
Frequently asked questions
What is an independent trustee?
An independent trustee is a licensed entity engaged to act as trustee of a fund separately from the investment manager — holding the scheme’s assets and issuing interests in it. The defining feature is separation: the trustee is not the entity that authorises the manager to provide financial services. The manager must be covered by a different AFS licence, either its own or another licensee’s. These structures are typically used where an investor, mandate or institutional allocator requires the trustee function to sit at arm’s length from the manager.
Does a wholesale fund need an independent trustee?
Not as a general legal requirement. A wholesale fund needs a trustee, and that trustee generally needs to be covered by an AFS licence — but there is no general obligation for the trustee to be independent of the manager. Independence is usually driven by commercial requirements rather than law: a particular investor, mandate or allocator may require it as a condition of investing. Where no such requirement applies, an integrated structure is also used.
Does the trustee of an unregistered scheme need an AFS licence?
Generally yes. ASIC’s INFO 251 states that a trustee that issues, varies or disposes of interests in an unregistered scheme must generally hold an AFS licence authorising it to deal by issuing, varying or disposing of interests in a managed investment scheme. ASIC’s stated position is that a trustee cannot rely on the authorised representative exemption for a scheme of which it is trustee, because issuing an interest as trustee is “by its nature, the action of a principal”. Note that INFO 251 is currently under revision following ASIC v BPS Financial Pty Ltd [2025] FCAFC 74 — check the current version.
Can the same licensee act as trustee and authorise the investment manager?
Yes, and it is a common structure for wholesale funds. Where a licensee establishes and operates the scheme itself, it holds the AFS licence, acts as trustee of the scheme, and authorises the investment manager as its corporate authorised representative under s 916A. The manager runs the strategy within an agreed scope under that authorisation, rather than sourcing licence coverage separately. This differs from the independent trustee model, where the trustee and the manager’s licensing sit with different entities.
What is the practical difference in cost between the two models?
The main difference is the number of licensed relationships. In an independent trustee structure the manager engages a trustee and separately obtains licence coverage — either by holding its own AFSL or by being authorised under another licensee. That means two licensed counterparties, two sets of fees, two onboarding and due diligence processes, and two teams to coordinate. In an integrated structure the trustee and the authorising licensee are the same entity, so there is a single relationship. For an emerging manager the difference is usually material — see what it costs to set up a wholesale fund.
Which model suits an emerging investment manager?
It depends principally on whether an independent trustee is required by the people investing. Where an investor, mandate or allocator requires the trustee to be independent of the manager, that requirement determines the structure. Where no such requirement applies, a manager launching a first fund will often find the integrated model simpler — one licensed counterparty rather than two, without the cost and lead time of obtaining separate licence coverage. The right answer is fact-specific and should be confirmed with your own advisers before committing to a structure.
Related reading: Registered vs unregistered schemes — which regime your fund sits under. What is a corporate authorised representative? — the authorisation used in the integrated model. How to set up a wholesale fund.
Sources & further reading
This page draws on the Corporations Act 2001 and guidance published by ASIC. The law changes — for the authoritative and current position, see:
- INFO 251 AFS licensing requirement for trustees of unregistered managed investment schemes — currently under revision
- RG 132 Funds management: Compliance and oversight — covers wholesale scheme operators
- Corporations Act 2001 (Cth) — s 601ED on scheme registration and s 916A on authorised representatives
- ASIC media release 25-088MR — ASIC v BPS Financial Pty Ltd [2025] FCAFC 74
ASIC guidance is general and doesn’t address your circumstances — confirm how it applies to you with your own adviser.