Independent trustee for your wholesale fund

As corporate trustee, we hold and administer scheme assets on your direction. We also act as security trustee, escrow agent, paying agent and calculation agent for wholesale transactions.

Who we work with

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Trustee services

The whole governance layer, run for you – trustee and custody – plus additional services to round out your operating stack.

Independent Trustee & Governance

We act as the scheme’s independent corporate trustee, overseeing its operation in accordance with the trust deed, offering documents and applicable law. We work with the investment manager while exercising our own judgment and acting in the interests of investors as a whole.

Asset Holding & Custody

We hold legal title to scheme assets on trust for investors and maintain appropriate controls to keep those assets separately identified and safeguarded. Transactions are reviewed and executed in accordance with the trust deed and the scheme’s approved arrangements.

Compliance & Investor Oversight

We oversee investor eligibility, applications and AML/KYC processes, together with the scheme’s ongoing compliance obligations. This includes monitoring service providers, maintaining governance records and overseeing material events, reporting and regulatory obligations.

Add-on services

Corporate trust and agency services

Independent trustee and agent roles for wholesale transactions, including debt financings and corporate transactions. Available to wholesale clients only.

Security and escrow

Security Trustee

We act as security trustee in debt financings such as syndicated loans, wholesale notes and structured finance, holding security on trust for one or more lenders. We review and negotiate the transaction documents, maintain a register of the security held and act on the secured parties’ written instructions. If the borrower defaults, we enforce the security on the lenders’ behalf and distribute the proceeds.

Escrow Agent

We hold cash in a bank account, or original legal documents, in escrow and release them in line with the instructions set out in the escrow agreement. Escrow is commonly used in mergers and acquisitions, project financing, private equity, capital markets transactions, liquidations and workouts, court settlements and intellectual property transactions.

Agency

Paying Agent

We open a bank account as agent for the client and manage payments through it: receiving interest, fees and principal repayments, releasing funds under the agency agreement, and making ad-hoc invoice payments on the client’s instruction.

Calculation Agent

We make the calculations and determinations required under the transaction documents for loans and derivatives. For loans, this includes issuing rate set notices at the start of each interest period, calculating the interest due to lenders, providing payment instructions to the borrower and preparing interest statements.

How onboarding works

Appointed in two to three weeks

We begin by understanding your fund, investment strategy and operating model. We then complete our due diligence, review the fund documents and work with your advisers and service providers to establish the trustee arrangements.

Indicative timing – depends on complete information.

  1. Step 01: Tell us about your scheme

    Discovery · 1–2 days

    You provide: Send us an enquiry with a few details about your scheme and timeline.

    We provide: A director reviews your enquiry and replies within one business day.

    Deliverable: A director call booked

  2. Step 02: We confirm the arrangement

    Intake call · Week 1

    You provide: Information about the fund, its investment strategy, ownership, key personnel and proposed service providers.

    We provide: Trustee due diligence, review of the fund structure and documents, approval through our governance process, and coordination of the trustee appointment.

    Deliverable: A trustee recommendation

  3. Step 03: We review your deed

    Deed review · Week 1

    You provide: For a new fund, drafts of the trust deed, Information Memorandum and key service-provider agreements. For an existing fund, the current executed documents and any proposed amendments.

    We provide: We review the documents to confirm that the trustee’s powers, responsibilities and protections align with the fund’s proposed structure and operations. We identify issues requiring clarification or amendment by your legal advisers before appointment.

    Deliverable: Documents approved for appointment

    The big three

    • Trust Deed
    • Information Memorandum
    • Investment Management Agreement

  4. Step 04: We take up the trustee role

    Appointment · Weeks 1–2

    You provide: Final executed fund documents, completed appointment requirements and any information needed to establish the fund’s accounts and operating arrangements.

    We provide: We execute the relevant documents, complete our internal appointment process and establish the agreed governance, banking and asset-holding arrangements. For an existing fund, we coordinate with the outgoing trustee and other service providers to support an orderly transition.

    Deliverable: Corporate trustee formally appointed

  5. Step 05: Ongoing governance

    Ongoing · Monthly+

    You provide: Focus on managing the fund, its investments and investor relationships. Keep us informed through agreed reporting and submit matters requiring trustee review or approval.

    We provide: We exercise independent trustee oversight, review matters requiring trustee approval, monitor compliance with the fund documents and oversee the agreed asset-holding and governance arrangements.

    Deliverable: Ongoing governance & trustee oversight

In the client portal

Trustee decisions, on the record

Every direction, approval and trustee obligation dated, assigned and reviewed by a named person – visible to you as it moves.

Ask for a walkthrough

Trustee questions, answered

The trustee role

Does my structure need a Trustee or a Responsible Entity?

It depends on your structure and the types of investors you have. A scheme with only wholesale investors – an unregistered managed investment scheme (MIS) – requires a trustee. A scheme that allows retail investors – a registered MIS – requires a responsible entity (RE). FundPro only provides trustee services to unregistered managed investment schemes for wholesale investors.

What does the trustee role involve – what decisions does FundPro make?

As trustee, FundPro holds fund assets on behalf of investors and ensures the fund operates in accordance with the trust deed, compliance plan and applicable law. FundPro acts as an independent check on fund governance – it does not make investment decisions, which remain entirely with the investment manager.

Why use a third-party trustee?

A trustee independent of the investment manager gives investors governance they can rely on – decisions about scheme assets are made by a party with no stake in the manager’s performance, and asset custody and oversight are separated from investment management. Note that where FundPro also acts as your licensee and administrator, that independence is of the investment manager rather than of FundPro.

Appointment & the deed

How quickly can FundPro be appointed as trustee?

For time-sensitive engagements, FundPro prioritises intake and can typically be formally appointed within 2–3 weeks. If there is a hard deadline – such as a property settlement – communicate it immediately and we structure the process around your timeline.

Do existing investors need to consent to FundPro being appointed?

This depends on the trust deed. Most trust deeds allow for trustee substitution with investor notification rather than requiring formal consent. FundPro reviews your trust deed and advises on the exact process for your structure.

Does the trust deed need to be redrafted?

Not necessarily. FundPro reviews your existing trust deed and assesses whether it is fit for purpose. Minor amendments may be required to formalise the appointment. If the deed is significantly deficient, FundPro can arrange for a new deed to be prepared.

Will investors see FundPro’s name on fund documents?

Yes. FundPro is named as trustee in the trust deed, Information Memorandum and investor correspondence – that is the point. Investors are looking for a trustee separate from the investment manager whose name they can verify, and FundPro’s ASIC registration is publicly searchable.

Custody & scheme assets

Can FundPro hold investor funds directly?

Yes. Our licence authorises us to operate custodial and depository services (other than investor directed portfolio services) for wholesale clients, so we hold and administer scheme money and assets ourselves. Assets are held on trust for investors, not on the manager’s behalf – so you don’t need to appoint a separate custodian.

What happens when a second asset is acquired – does the trustee arrangement extend?

Yes. The trustee structure is established at fund level, not asset level, so further acquisitions within the same fund simply need the asset acquired in the trustee’s name in accordance with the trust deed. Where assets should be ring-fenced from each other – common for property syndicators acquiring one building at a time – we can establish a sub-trust per asset beneath the head trust, so each sits in its own vehicle while investors continue to hold units in the fund above. Separate standalone structures are also possible where investor groups differ between assets.

Security trustee and agency roles

What does a security trustee do?

In a debt financing, the security trustee holds the security on trust for the lenders, so that lenders can join or leave without the security being re-granted. We hold legal title to the security, keep a register of what is held, and act on the secured parties’ written instructions under the security trust deed. If the borrower defaults, we enforce the security on the lenders’ behalf and distribute the proceeds.

When is an escrow agent needed?

When the parties to a transaction need cash or original documents held by an independent party until agreed conditions are met, such as completion of a sale, a court settlement or the satisfaction of conditions precedent. We release the funds or documents in line with the escrow agreement.

What is the difference between a paying agent and a calculation agent?

A calculation agent works out the amounts due under the transaction documents, such as interest, rate resets or determinations on derivatives. A paying agent moves the money: it receives payments into an account it operates as agent and releases them as the agreement requires. The two roles can be combined.

Do all parties need to be wholesale clients?

Yes. FundPro provides these services to wholesale clients only, as defined in the Corporations Act 2001, so the parties we act for must qualify as wholesale clients.

Trustee ready when you are

Need a trustee your investors trust? Let’s get you appointed

Arrange a 30-minute call with a director – we will review your structure and tell you straight whether we are the right trustee, and how fast we can be appointed.

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