Pooling capital with other wholesale investors — to back a deal, run a strategy, or co-invest alongside peers — usually means a managed investment scheme, with the licensing and structuring that entails. Provenance provides the licensed scheme and co-investment infrastructure on the framework of Providence Equity Holdings, so sponsors and family offices can syndicate and co-invest without standing up or licensing the vehicle themselves.
What is investment syndication and co-investment?
Syndication and co-investment both involve multiple investors putting capital into the same opportunity — a deal, an asset, or a strategy. A sponsor or lead investor brings the opportunity; other wholesale investors participate alongside them through a common vehicle. Done properly, it lets investors access opportunities and share exposure that would be hard to reach individually.
The structuring question is how that common vehicle is set up, operated and licensed — which is where Provenance comes in.
When does pooling capital create a managed investment scheme?
When people contribute money to acquire an interest, those contributions are pooled (or used in a common enterprise) to produce benefits, and the investors don't have day-to-day control over the operation, you generally have a managed investment scheme under the Corporations Act 2001 (Cth). That's the usual position when you pool capital from multiple investors into a deal or strategy.
It matters because operating a scheme and dealing in its interests are regulated financial services that require AFSL authorisation — so the vehicle can't simply be set up and run informally.
New to scheme structures? See our guide to the licensing pathways.
Why wholesale-only schemes don't need registration
A managed investment scheme offered only to wholesale clients generally does not need to be registered with ASIC — there's no responsible entity and no product disclosure statement (the s 601ED(2) wholesale exemption). That removes a significant layer of cost and process.
Two things still hold: the operator and trustee need AFSL authorisation, and every investor must genuinely be a wholesale client. Provenance's infrastructure is built around both. → Managed Scheme & Trustee Infrastructure
How it works with Provenance
| Trustee / infrastructure model | Authorised representative model | |
|---|---|---|
| How the vehicle is operated | Providence provides the licensed trustee and scheme infrastructure for the vehicle your investors participate in, used alongside your own licence or authorisation. | Providence remains trustee, issuer and operator of the vehicle; you (the sponsor or family office) are onboarded as an authorised representative under our licence to run the strategy and provide dealing and advising in relation to it. A corporate authorised representative cannot itself operate the vehicle. → Authorised Representative Onboarding |
- Vehicle options — wholesale unit trust, single-deal SPV, or limited partnership.
This runs on our scheme and trustee infrastructure. → Managed Scheme & Trustee Infrastructure
What's included
- The licensed scheme or co-investment vehicle infrastructure
- Trustee and issuer
- Scheme operation — Providence acts as operator
Delivered through the trustee/infrastructure model or the authorised representative model above.
Your responsibilities
Who it's for
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Family Offices →
Co-invest with peers and lead your own deals under licensed infrastructure.
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Investment Managers →
Launch or relocate a wholesale strategy under an established AFSL.
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Managed Scheme & Trustee Infrastructure →
Licensed trustee and scheme infrastructure for wholesale funds.
Frequently asked questions
Is this an offer to invest in a syndicate or fund?
No. Provenance provides the licensed infrastructure to operate wholesale vehicles. We do not offer, promote or recommend any investment, and nothing here is an offer of, or invitation to invest in, any scheme. The opportunity and the investors are yours.
Do I need to register the scheme?
Generally not, if it's offered only to wholesale clients — the wholesale exemption means no registration and no responsible entity (s 601ED(2)). If any investor is retail, registration and a PDS are required, which is outside our wholesale infrastructure.
Do all investors have to be wholesale?
Yes. Every investor in the vehicle must be a wholesale client. If any are retail, the wholesale exemption doesn't apply and the registration and disclosure obligations bite.
Do I need my own AFSL?
The operator and trustee need AFSL authorisation, but that doesn't have to be yours. Providence acts as trustee, issuer and operator of the vehicle, while you're onboarded as an authorised representative under our licence to run the investment strategy and provide dealing and advising in relation to it. A corporate authorised representative cannot itself operate the scheme — that role sits with the licensee.
Is this only for wholesale clients?
Yes — Provenance's infrastructure is for wholesale vehicles and wholesale clients only.