ASIC RG 232 — ASIC Regulatory Guide – RG 232 Agribusiness managed investment schemes: Improving disclosure for retail investors

Page 1 REGULATORY GUIDE 232 Agribusiness managed investment schemes: Improving disclosure for retail investors March 2026 About this guide This is a guide for responsible entities and others involved with the issue or advertising of interests in agribusiness managed investment schemes (agribusiness schemes). It sets out ASIC’s benchmarks and disclosure principles for improved disclosure to retail investors to help them understand and assess agribusiness schemes, while maintaining the flexibility of the public fundraising process. Page 2 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by:  explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act)  explaining how ASIC interprets the law  describing the principles underlying ASIC’s approach  giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This regulatory guide was issued in March 2026 and is based on legislation and regulations as at the date of issue. In March 2026, we made amendments to reflect renamed Regulatory Guide 168 Product Disclosure Statements: Disclosure and other obligations (RG 168), remove out-of-date information and align with current style and drafting practices. Previous version: • Superseded Regulatory Guide 232, issued January 2012. Disclaimer This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, as it is your responsibility to determine your obligations. Examples in this guide are purely for illustration; they are not exhaustive and are not intended to impose or imply particular rules or requirements. Page 3 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 3 Contents A Overview ........................................................................................... 4 Improved disclosure for agribusiness schemes................................. 4 Benchmarks for agribusiness schemes ............................................. 5 Disclosure against the benchmarks: ‘If not, why not’ ........................ 6 Disclosure principles for agribusiness schemes ................................ 6 Who this guide applies to................................................................... 7 Implementing improved disclosure .................................................... 8 Underlying principles ......................................................................... 9 B The agribusiness scheme sector ................................................. 10 Business models of agribusiness schemes ..................................... 10 Risks to investors ............................................................................. 11 C Benchmarks for agribusiness schemes...................................... 14 Benchmark 1: Fee structures........................................................... 14 Benchmark 2: Responsible entity or related party ownership of interests in the agribusiness scheme .............................................. 16 Benchmark 3: Annual reporting to members ................................... 17 Benchmark 4: Experts ..................................................................... 19 Benchmark 5: Appointing and monitoring service providers ........... 20 D Disclosure principles for agribusiness schemes ....................... 22 Disclosure Principle 1: Investor financing arrangements ................ 22 Disclosure Principle 2: Track record of the responsible entity in operating agribusiness schemes ..................................................... 23 Disclosure Principle 3: Responsible entity’s financial position ........ 24 Disclosure Principle 4: Land, licences and water ............................ 25 Disclosure Principle 5: Replacement of the responsible entity........ 26 E Form and method of disclosure ................................................... 28 How to disclose against the benchmarks and apply the disclosure principles .......................................................................................... 28 Disclosure in a PDS ......................................................................... 30 Ongoing disclosure .......................................................................... 33 F Advertising ..................................................................................... 36 Standards for advertisements .......................................................... 36 Key terms ............................................................................................... 38 Related information ............................................................................... 40 Page 4 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 4 A Overview Key points Some features of agribusiness schemes can create risks for retail investors, and require an improved approach to disclosure: see Section B. ASIC has developed five benchmarks and five disclosure principles for agribusiness schemes that can help retail investors understand the risks, assess the rewards being offered, and decide whether investment in these products is suitable for them: see Sections C and D. Responsible entities of agribusiness schemes in which retail investors invest should: • address the benchmarks in their disclosures on an ‘if not, why not’ basis; and • apply the disclosure principles: see Section E. We have also set standards for advertising agribusiness schemes to retail investors: see Section F. Improved disclosure for agribusiness schemes RG 232.1 We consider that providing retail investors in agribusiness schemes with the information they need to make an informed investment decision requires, at a minimum, disclosure against key benchmarks and the provision of key information identified in the disclosure principles set out in this regulatory guide. RG 232.2 We have developed five benchmarks (see Table 1 and Section C) and five disclosure principles (see Table 2 and Section D) that apply to all agribusiness schemes. RG 232.3 We consider that the inherent risks for investors in agribusiness schemes mean that the information in the benchmarks and disclosure principles should be: (a) addressed prominently in any Product Disclosure Statement (PDS); (b) updated in ongoing disclosure as material changes occur (e.g. in a supplementary PDS); and (c) supported by any advertising material. Note: References to ‘advertising’ and ‘advertisements’ in this guide should be read broadly. They include comment and promotion of agribusiness schemes in media programs or publications (generally known as ‘advertorials’), and statements about the schemes published by responsible entities on their websites that are intended to promote the scheme to retail investors. They do not, however, include statements in the PDS. Page 5 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 5 RG 232.4 We expect the PDS for an agribusiness scheme to explain in a clear, concise and effective way: (a) the business model of the agribusiness scheme and what the responsible entity will actually do with the money; (b) the track record and experience of the senior management; and (c) the nature of the investor’s interest in the agribusiness scheme. RG 232.5 We encourage responsible entities of ‘closed schemes’, as a matter of best practice, to provide the benchmark and disclosure principle information to investors in these schemes. A closed scheme is one in which no further offers of interests will be made on or after 1 August 2012. RG 232.6 Our approach should not result in longer disclosures. Our experience indicates that investors need better quality and more relevant disclosure, presented in a way best suited to investor understanding. Benchmarks for agribusiness schemes RG 232.7 The benchmarks are summarised in Table 1 and explained further in Section C. We expect responsible entities to disclose in PDSs and ongoing disclosure whether the responsible entity or agribusiness scheme (as applicable) meets the benchmarks and, if not, explain why on an ‘if not, why not’ basis: see RG 232.11 and Section E. We also expect any advertising to support the use of these benchmarks: see Section F. RG 232.8 Failing to meet one of these benchmarks does not mean that a particular agribusiness scheme is necessarily a poor investment. However, additional disclosure to investors will be needed to address that benchmark on an ‘if not, why not’ basis so that investors can assess its impact on their investment decision. RG 232.9 We first introduced benchmarks for unlisted, unrated debentures in October 2007: see Regulatory Guide 69 Debentures and notes: Improving disclosure for retail investors (RG 69). Since then, we have applied a similar approach to mortgage schemes and over-the-counter contracts for difference: see Regulatory Guide 45 Mortgage schemes: Improving disclosure for retail investors (RG 45) and Regulatory Guide 227 Over-the-counter contracts for difference: Improving disclosure for retail investors (RG 227). The purpose of the benchmarks in this guide is to improve the consistency and quality of disclosure by the responsible entities of agribusiness schemes and to enhance investor confidence. Page 6 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 6 RG 232.10 The benchmarks relate to matters that must be disclosed under s1013D– 1013E of the Corporations Act 2001 (Corporations Act). Issues addressed by the benchmarks are all matters that might reasonably be expected to have a material influence on the decision of a reasonable person whether to invest in this type of product, when investing as a retail investor. Note 1: The benchmarks do not attempt to specify all the information that must be included in a PDS by the Corporations Act. Note 2: In this guide, references to sections (s), chapters (Ch), divisions (Div) and parts (Pt) are to the Corporations Act, unless otherwise specified. References to regulations (reg) are to the Corporations Regulations, unless otherwise specified. Table 1: Benchmarks for agribusiness schemes in which retail investors invest 1 Fee structures Benchmark 1 addresses how the responsible entity structures the fees it charges to members of the agribusiness scheme and how the responsible entity ensures that contributions of investors are only available for the agribusiness scheme. 2 Responsible entity or related party ownership of interests in the agribusiness scheme Benchmark 2 addresses the ownership of interests that the responsible entity and its related parties have in the agribusiness scheme. 3 Annual reporting to members Benchmark 3 addresses the provision of relevant information about the performance of the agribusiness scheme and its assets to members at least annually. 4 Experts Benchmark 4 addresses the independence and qualifications of experts engaged by the responsible entity, and the disclosure of opinions. 5 Appointing and monitoring service providers Benchmark 5 addresses how the responsible entity appoints and monitors parties providing services to the agribusiness scheme. Disclosure against the benchmarks: ‘If not, why not’ RG 232.11 Responsible entities of agribusiness schemes in which retail investors invest should address the benchmarks on an ‘if not, why not’ basis within the first few pages of any PDS and in ongoing disclosure: see Section E. This means stating that the responsible entity or agribusiness scheme either: (a) meets the benchmark; or (b) does not meet the benchmark and explaining why not, and how the issuer deals with the concerns underlying the benchmark in another way. Disclosure principles for agribusiness schemes RG 232.12 The disclosure principles are summarised in Table 2 and explained further in Section D. Page 7 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 7 RG 232.13 We have also introduced disclosure principles for unlisted property schemes: see Regulatory Guide 46 Unlisted property schemes: Improving disclosure for retail investors (RG 46). The purpose of the disclosure principles in this guide is to improve the consistency and quality of disclosure by the responsible entities of agribusiness schemes and to enhance investor confidence. RG 232.14 We expect responsible entities to clearly and prominently disclose a summary of the information identified in the disclosure principles in the first few pages of any PDS with cross-references to where further information on the disclosure principles can be found in the PDS. Clear and prominent disclosure will allow retail investors to compare the relative risk and return of investments between agribusiness schemes: see Section E. RG 232.15 The disclosure principles are intended to increase the clarity and effectiveness of the PDS for retail investors and should not result in lengthier documents. Note: Responsible entities should also refer to the Good Disclosure Principles and other obligations outlined in Regulatory Guide 168 Product Disclosure Statements: Disclosure and other obligations (RG 168). Table 2: Disclosure principles for agribusiness schemes in which retail investors invest 1 Investor financing arrangements Disclosure Principle 1 addresses disclosure if the responsible entity or a related party offers or arranges finance for investors. 2 Track record of the responsible entity in operating agribusiness schemes Disclosure Principle 2 addresses the track record of the responsible entity in operating agribusiness schemes and whether those schemes have produced positive returns for investors. 3 Responsible entity’s financial position Disclosure Principle 3 addresses the financial position and arrangements of the responsible entity. 4 Land, licences and water Disclosure Principle 4 addresses the arrangements put in place to secure access to the resources and infrastructure to be used by the agribusiness scheme. 5 Replacement of the responsible entity Disclosure Principle 5 addresses the risk of the structure of the agribusiness scheme frustrating or preventing the appointment of a replacement responsible entity. Who this guide applies to RG 232.16 In this regulatory guide, an ‘agribusiness scheme’ refers to a managed investment scheme that engages in primary production activities. Note: This guide does not apply to horse breeding schemes and horse racing syndicates, which are covered by Regulatory Guide 91 Horse breeding schemes and horse racing syndicates (RG 91). Page 8 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 8 RG 232.17 Traditionally, the industry has distinguished between agribusiness schemes that operate forestry plantations and those involved in non-forestry activities, which include horticultural enterprises as well as other primary production industries. This guide applies to all types of agribusiness scheme in which retail investors invest directly or indirectly. RG 232.18 We expect responsible entities of agribusiness schemes in which retail investors invest to disclose against each of the benchmarks discussed in Section C and apply the disclosure principles discussed in Section D. RG 232.19 We expect responsible entities of agribusiness schemes that are offered to retail investors to follow the advertising standards in Section F. RG 232.20 We expect other parties involved with the issue of interests in agribusiness schemes to support the principles in this guide. These parties include compliance committees, compliance plan auditors, agribusiness experts and financial advisers. Implementing improved disclosure RG 232.21 Responsible entities of agribusiness schemes should disclose against the benchmarks and apply the disclosure principles in any PDS in use. We also expect responsible entities to provide the benchmark and disclosure principle information in their ongoing disclosures: see Section E. Note 1: By ‘in use’ we mean that interests in the scheme to which the PDS relates are being offered, and the scheme is not a closed scheme. Note 2: Responsible entities should refer to Regulatory Guide 198 Unlisted disclosing entities: Continuous disclosure obligations (RG 198) for further guidance on meeting their continuous disclosure obligations. RG 232.22 We review investor disclosures for responsible entities in this industry sector to check that the benchmark information is adequately disclosed to investors on an ‘if not, why not’ basis and that the responsible entity has applied the disclosure principles. RG 232.23 We encourage responsible entities of closed schemes to provide the benchmark and disclosure principle information to investors in these schemes, as a matter of best practice: see Section E. RG 232.24 We will also: (a) work with responsible entities to ensure that the benchmarks, disclosure principles and our disclosure expectations are understood; (b) discuss with responsible entities any concerns we have with their disclosure and, where necessary, seek additional disclosure from them (e.g. about the practical impact of not disclosing against a particular Page 9 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 9 benchmark or applying the disclosure principles, and the associated risks to investors); and (c) conduct surveillance visits, as needed, to reinforce our expectations. Underlying principles RG 232.25 The disclosure framework in the Corporations Act requires responsible entities of agribusiness schemes to: (a) disclose upfront to retail investors all the information they reasonably need to know to decide whether to acquire the product; and (b) provide ongoing disclosure about material matters to help retail investors monitor whether their expectations are being met. RG 232.26 Disclosure is not designed to stop retail investors taking investment risks, but to help them understand the risks involved in any particular investment or type of investment. This enables them to make an informed decision about whether the potential reward (the return on their investment) matches the level of risk involved, and whether they are prepared to take on that risk. RG 232.27 We believe that our approach balances: (a) the need to improve disclosure to allow investors to make better- informed decisions; (b) the desirability of not unduly interfering with this market as a means for investors to make investments; and (c) the benefit of promoting efficiency in the capital markets. Note: The need to strike an appropriate balance between protecting investors’ interests and allowing markets to operate freely is part of ASIC’s mandate under the Australian Securities and Investments Commission Act 2001 (ASIC Act). RG 232.28 This approach should also lead to comparable disclosure for agribusiness schemes, helping investors to compare investments in this sector. Our approach cannot prevent investments failing, nor ensure that they perform to investors’ expectations. However, better disclosure can help investors make better risk−reward decisions. Page 10 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 10 B The agribusiness scheme sector Key points Some features of agribusiness schemes can create risks for investors. Clear benchmarks and disclosure principles can help investors to make better-informed decisions about these products. Business models of agribusiness schemes RG 232.29 Agribusiness schemes pose particular risks because, unlike many other types of managed investment schemes, they do not generally use a traditional unit trust structure. For tax reasons, many agribusiness schemes are structured so that investors are taken to operate their agribusiness investment in their own right. Investors enter into contracts with the responsible entity or other parties to perform all the cultivation and management activities associated with the investor’s agribusiness enterprise. RG 232.30 An investment in an agribusiness scheme is not a liquid investment. An investor cannot easily exit and therefore remains a member for the term of the scheme. Our experience also shows that the contractual nature of the investment means that the scheme financial reports provided to investors contain less detailed performance and financial information than a traditional unit trust which has assets and liabilities that reflect the contributions of investors. RG 232.31 Agribusiness scheme business models have some common features: (a) Investors or ‘growers’ enter into contracts with the responsible entity to cultivate, maintain and harvest the investors’ agribusiness enterprise on their behalf. In doing so, investors acquire a right to derive profits from agribusiness produce of the agribusiness enterprise (e.g. timber, wine grapes, olives and almonds), net of management and lease fees paid to the responsible entity, and net of rent and other expenses incurred in operating the agribusiness scheme. (b) Investors may also be entitled to potential tax deductions for the upfront investment and any annual fees paid to the responsible entity and its related parties, provided that they own their scheme interests for at least four years. (c) Fee structures differ among projects: (i) Forestry schemes generally require an upfront fee from investors, and the responsible entity receives a rental and management fee out of the proceeds of the harvest (8–12 years later). Pre-2004, some forestry schemes contained annual fees to cover rent and management. Page 11 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 11 (ii) Horticultural schemes generally require an upfront fee from investors and either ongoing rental and management fees on an annual basis or rental and annual fees paid out of the net proceeds from harvests (available after four to five years when the crops reach maturity). (d) Investors often use leverage to maximise tax benefits. Finance may be originated by the responsible entity or related party, and either kept as an asset on the balance sheet of this entity or securitised to other financial intermediaries. (e) In some circumstances, annual sales of new agribusiness scheme products by the responsible entity provide fresh working capital to fulfil obligations to other agribusiness schemes sold in previous years and to secured creditors. Risks to investors RG 232.32 Past experience and our analysis of the agribusiness scheme market suggest that features of the operations of some agribusiness schemes can hold particular risks for investors. These key features and risks are identified in Table 3. RG 232.33 These features are not present in every agribusiness scheme that is offered to retail investors. The investment risks described will vary from scheme to scheme and from business model to business model. However, disclosure about these features and risks, including to what extent they are present in a given offering, is relevant for a broad range of schemes. RG 232.34 Our approach in this guide aims to address these features and risks, so that investors can make better-informed decisions about whether an agribusiness scheme is a suitable investment for them. Table 3: Key risk features of agribusiness schemes Risk feature What this means Fee structures An upfront fee structure creates uncertainty surrounding the ability of the responsible entity to fulfil its obligations owed to agribusiness scheme investors well after investments are initially made. Liquidity may be at risk because of a mismatch between cash flows from investors and the expenses of the agribusiness scheme. This creates the risk of the responsible entity becoming dependent on increasing growth in new managed investment schemes to fund operations. Generally, fee structures in unit trusts (as opposed to contract-based agribusiness schemes) enable the responsible entity to draw a fee on a regular basis from the net assets of the scheme. Agribusiness schemes generally have limited assets (as the investor generally owns the assets that produce the return) and therefore the responsible entity is reliant on the investor’s upfront fee payment and any ongoing contributions (if any) to the scheme or its own assets to fund the operation of the agribusiness scheme. Page 12 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 12 Adequacy of capital A lack of cash flow from investors for working capital purposes due to the upfront fee structure or the failure by investors to meet ongoing fee obligations increases the risk that the responsible entity will not be able to fulfil its obligations owed to agribusiness scheme investors because the scheme does not have sufficient assets from which the responsible entity can draw to operate the scheme. This risk is related to the ‘fee structures’ risk and the difference between agribusiness scheme and unit trust structures is detailed above. Lack of information Some agribusiness schemes involve a significant time lag between the commencement of the scheme and the time that revenue is produced. Investors therefore need updated information on the status of the agribusiness scheme and its assets so they can assess whether performance is in line with expectations. Most unitised managed investment schemes will produce revenue on a more regular basis and generally report to members of the scheme while making revenue distributions. As agribusiness schemes—in particular, forestry schemes— may not realise any revenue until many years after the scheme has commenced, this risk is particularly apparent for these schemes. Further, financial reports for agribusiness schemes generally provide little information because there may be no assets, or negligible assets, on the balance sheet of the scheme, and investors are reliant on information outside of these reports for information on the status of their investment. Reliance on experts The success of an agribusiness scheme is dependent on a wide range of factors that the responsible entity may not have expertise in, such as soil suitability, horticultural or forestry practices, and the suitability of different varieties of produce to particular regions or for particular purposes. Opinions from experts with experience and knowledge of the underlying commodity, its geographical location, product yields and markets, and agricultural factors affecting the agribusiness scheme are generally provided by the responsible entity in promoting the agribusiness scheme and are relied on by investors. Due to the specialist nature of the underlying product, opinions of the types provided in relation to agribusiness schemes are generally not provided for other types of managed investment schemes. If opinions are not prepared by suitably qualified and independent experts, it is difficult to assess the level of reliance that can be placed on such opinions. Service providers and related parties Agribusiness schemes tend to rely on a range of service providers to carry out the agribusiness enterprise. Some agribusiness schemes transact with associated companies or businesses to provide these services. There is an increased risk that agreements entered into with an associated company by the responsible entity on behalf of the agribusiness scheme are not properly approved, nor adequately reviewed and monitored. Frequently, related party service providers lack accountability and are not independently assessed on a regular basis to ascertain financial strength or ability to provide the service. In some circumstances, responsible entities of these schemes have entered into transactions that appear not to be commercial or not to be on an arm’s length basis. Page 13 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 13 Financing arrangements Some responsible entities promote investors’ ability to borrow funds to invest in order to attract investors, without adequately disclosing the terms and conditions. In some circumstances, responsible entities themselves provide the finance to investors to invest in a scheme. The finance is generally in the form of a full recourse financing arrangement, allowing the financier access to the assets of the investor. If a scheme were to collapse, an investor would generally continue to be liable under the financing arrangement. Some collapses of agribusiness schemes in recent years have resulted in no return, or only a small return, to investors. Land, licences and water Agribusiness schemes require access to a range of physical infrastructure and natural resources such as land, water and farming equipment. These assets are generally owned by either the responsible entity or entities other than investors. Investors or the responsible entity enter into arrangements to secure access to these resources. If rights to the land and water are not scheme property, there is a risk that they may not be available for use when required by the agribusiness scheme. Generally, other types of managed investment schemes will not be reliant on these types of contractual and legal obligations, which are specific to agribusiness schemes. Counterparty risk The ability of the responsible entity to fulfil its obligations to investors under the management agreement and various other contractual arrangements, and to meet its share of fees charged (if it owns interests in the agribusiness scheme), is dependent on the responsible entity’s financial position. This may in turn depend on the financial position of the group to which the responsible entity belongs. In addition, investors are exposed to the ability of the responsible entity to continue to operate where, in some circumstances, there is limited cash flow to support its operation. In some cases, this results in the responsible entity borrowing to fund its operations or becoming reliant on other parties for financial support. In circumstances where there is insufficient cash flow from the agribusiness scheme, the responsible entity may be unable to meet its obligations under these arrangements, resulting in defaults under the various arrangements. Replacement of the responsible entity Investors face the risk that they may lose part or all of their investment when the agribusiness scheme’s documents and contractual arrangements do not adequately provide for the responsible entity to be replaced (e.g. if the responsible entity has become insolvent or there are insufficient assets to meet the ongoing obligations of the agribusiness scheme). Due to the contractual obligations owed to investors in the agribusiness scheme, replacement of the responsible entity becomes a prominent risk, which is not present in a unitised managed investment scheme. Liquidity Investors are unable to exit the scheme until the scheme has concluded. There is no established secondary market or withdrawal procedures offered for these types of schemes and therefore the investor is liable for their interest for the term of the scheme, which could extend over a long period of 10 years or more. The uncertainty can affect investors whose personal circumstances can change substantially over the duration of the scheme. Nature of the product Agribusiness schemes by their nature carry an inherent risk because they are prone to environmental factors generally beyond the control of even the best endeavours of the responsible entity. Predicting returns for growing new products can be very uncertain, both as to the crop return and the potential market for the product. Page 14 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 14 C Benchmarks for agribusiness schemes Key points Responsible entities of agribusiness schemes should address general benchmarks on: • fee structures; • responsible entity or related party ownership of interests in the agribusiness scheme; • annual reporting to members; • experts; and • appointing and monitoring service providers. The information should be disclosed clearly and prominently in the responsible entity’s PDS and ongoing disclosure: see Section E. Benchmark 1: Fee structures RG 232.35 The scheme is structured so that either: (a) investors are required to pay annual fees (or contributions) to the responsible entity that are sufficient to fund the operation of the agribusiness scheme for the relevant financial year; or (b) the upfront fees (or contributions) investors pay when they invest is sufficient to cover the operation of the agribusiness scheme until the proceeds of sale of produce are available and this money is held on trust for the investors in that agribusiness scheme. RG 232.36 Any fees (or contributions) the responsible entity receives from investors in the agribusiness scheme are: (a) held separately from the other assets of the responsible entity for the benefit of the investors in that agribusiness scheme, are only available for the operation of that agribusiness scheme and are subject to annual audit; and (b) only used by the responsible entity to meet any expenses that are incurred in the operation of that agribusiness scheme during the period to be covered by the payment, including the portion of the responsible entity’s fees that is proportionate to its duties that have been properly performed during that period. Page 15 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 15 Explanation RG 232.37 In reporting against this benchmark, the responsible entity should disclose the fee structure that applies to the agribusiness scheme. RG 232.38 For this benchmark, if ongoing annual fees (or contributions) are or may be deferred or paid out of harvest proceeds, the benchmark is not met. RG 232.39 If the responsible entity does not meet Benchmark 1, it should explain: (a) the fee structure of the agribusiness scheme; (b) how the responsible entity expects to fund the operation of the agribusiness scheme until completion; (c) the risks associated with the fee structure it has adopted and the mechanisms in place to address these risks; and (d) based on the fee structure in place, the likelihood of a replacement responsible entity being able to continue to operate the agribusiness scheme if this becomes necessary. RG 232.40 We consider that contributions of investors include any upfront establishment fees or annual fees paid to obtain and hold an interest in the scheme. RG 232.41 An annual fee structure may provide protection to investors if a responsible entity gets into financial difficulty. An annual fee structure is likely to increase the ongoing viability of an agribusiness scheme should the responsible entity fail. This is because the agribusiness scheme is able to internally generate funding on an ongoing basis. RG 232.42 Where there is an annual fee, the responsible entity should ensure that the annual fee each year is sufficient to pay the reasonably estimated expenses that have been or will be incurred in the operation of the agribusiness scheme during the year, including the portion of the responsible entity’s fees that is proportionate to its duties during that year. RG 232.43 When a responsible entity uses an upfront fee model, there may be limited ongoing funding sources if the upfront fee ends up being too low or the costs associated with the agribusiness scheme are higher than expected. We consider that using a trust account to hold this money may result in funds remaining available for the specific scheme to meet ongoing requirements as a result of the responsible entity acting as trustee for this money. RG 232.44 Where there is an upfront fee, the responsible entity should ensure that the upfront fee provides sufficient money to cover, for each year of the agribusiness scheme, the reasonably estimated expenses that have been or will be incurred in the operation of the agribusiness scheme, including the responsible entity’s fees. Page 16 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 16 RG 232.45 To meet this benchmark, the responsible entity should only take its responsible entity fees payable for the agribusiness scheme in arrears after the proper performance of its duties. For example, the responsible entity may wish to consider taking its fee every six months for the previous six months or on an annual basis at the end of each year. RG 232.46 If a responsible entity receives any fees, contributions or assets from investors in the agribusiness scheme that could be taken by creditors of the responsible entity, the entity should disclose this fact. This includes if the responsible entity is wound up or is subject to administration before the responsible entity has met the expenses that relate to the operation of the agribusiness scheme for the relevant period and performed its obligations in relation to the agribusiness scheme. RG 232.47 If the responsible entity makes statements about its ability to operate the agribusiness scheme with the fees paid by investors, we would expect that this statement is made on reasonable grounds. Note: Regulatory Guide 170 Prospective financial information (RG 170) provides guidance on what we consider to be reasonable grounds. RG 232.48 The invoice for annual or other fees provided to investors should clearly set out the total amount investors must pay, and should also include a detailed breakdown of the composition of the total fee. RG 232.49 The responsible entity should also have in place accounting methods that permit accurate allocation of fees where the responsible entity is operating more than one agribusiness scheme. Note: ASIC Corporations (Asset Holding Standards for Responsible Entities) Instrument 2024/16 may allow a common bank account to be operated by the responsible entity for a number of agribusiness schemes when it involves ‘scheme property’, subject to conditions. Benchmark 2: Responsible entity or related party ownership of interests in the agribusiness scheme RG 232.50 The responsible entity and its related parties own less than 5% in aggregate by value of the interests in the agribusiness scheme except for any interests acquired through the default by a member of the agribusiness scheme. Explanation RG 232.51 In reporting against this benchmark, the responsible entity should also disclose its policy on ownership of interests in the agribusiness scheme by the responsible entity or related parties. Page 17 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 17 RG 232.52 This measure is designed to enable investors to understand the potential impact on the agribusiness scheme if the responsible entity is unable to meet its share of any fees charged to members of the agribusiness scheme. RG 232.53 As a member of an agribusiness scheme, the responsible entity would be obliged to pay its proportion of fees levied on members. The costs of an agribusiness scheme are unlikely to change if the responsible entity (or any investor) is unable to meet its share of the scheme costs. As a result, this shortfall would need to be shared among other agribusiness scheme investors, or the interests sold to new investors (which is currently difficult because there is no active secondary market for agribusiness scheme interests). RG 232.54 Some failed responsible entities of agribusiness schemes held interests of up to 20% in some of the agribusiness schemes they operated. This was a factor that made finding a replacement responsible entity for the agribusiness scheme difficult because there was a risk that the failed responsible entity might not be able to continue to meet its obligations as a member of the scheme. RG 232.55 We acknowledge that a responsible entity may gradually increase its ownership in an agribusiness scheme if members default on their obligations (subject to each scheme’s constitution). The benchmark addresses this issue by only focusing on the interests acquired by the responsible entity in the agribusiness scheme other than through investor default. Note: Responsible entities should also refer to our guidance in Regulatory Guide 76 Related party transactions (RG 76), including, among other things, the content requirements for prospectuses, PDSs and other disclosure documents. Benchmark 3: Annual reporting to members RG 232.56 The responsible entity provides members with a report at least annually that contains relevant scheme-specific information. Explanation RG 232.57 Responsible entities of agribusiness schemes have obligations to provide ongoing disclosure to investors under the Corporations Act, including: (a) disclosure of material changes and significant events (s675 and s1017B); and (b) periodic statements to members under s1017D. RG 232.58 In a PDS, a responsible entity makes a number of statements about how the funds raised will be used and how the agribusiness scheme will operate. These statements form part of the basis on which investors invest, and the member should be given the opportunity to monitor the responsible entity’s performance against these statements. Page 18 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 18 RG 232.59 Investors in agribusiness schemes will generally have ongoing obligations in relation to the agribusiness scheme over a significant period of time, and are generally unable to exit or withdraw. Further, we note that, due to the structure of agribusiness schemes, investors generally receive limited information in the financial reports prepared by the responsible entity under Ch 2M. RG 232.60 As a result, we consider that it is important for responsible entities to commit to providing detailed reports to investors so they can effectively monitor their investment. RG 232.61 We are not mandating the information that should be provided to investors. However, we do expect the responsible entity to provide relevant information to members annually. Information that we would expect the responsible entity to disclose to members may include: (a) the cash position of the schemethis refers to the money held separately by the responsible entity for the purposes of operating the scheme; (b) the annual expenses incurred by the responsible entity in operating the scheme (e.g. the amount invoiced) compared with expected expenses this refers to those expenses incurred by the responsible entity on behalf of members; (c) how the scheme is performing relative to expectations, as disclosed to investors in the scheme’s PDS, periodic disclosure, advertising or other promotional disclosure material (including a comparison of growth, yield, sales information or any revisions to expected project length); (d) the current prices and conditions in the underlying markets for the finished product and changes from the last report provided to members; (e) an update on the financial position of the responsible entity (including any risks with the responsible entity’s financial position); (f) a summary balance sheet for the responsible entity and cash flow statement; (g) the impact of any regulatory changes on the scheme (e.g. the impact of any carbon reduction initiatives); (h) where relevant, the access to and usage rates of water compared with water allocation; (i) where relevant, the status of any leases or licences required to operate the scheme or secure tenure over land or property; (j) the levels of defaults and arrears for annual fees, the impact of these on the scheme and the responsible entity (if any), and the strategies in place to deal with this impact; (k) the number of interests held by the responsible entity or related party, any changes from the last report provided to members, and the ability of the responsible entity or related party to meet the obligations associated with these interests; and Page 19 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 19 (l) the details of any forward sales agreements executed for the sale of scheme assets, including variances to current market prices and/or any shortfalls in expected production yields/volumes. RG 232.62 We understand that the information disclosed by the responsible entity about the agribusiness scheme may differ from year to year and from scheme to scheme, depending on the information available and the status of the scheme. RG 232.63 Responsible entities may provide this information to investors using the most efficient and effective method of communication. For example, this could be through a website used for updating investors. Note: Responsible entities should also refer to RG 198 for guidance on their continuous disclosure obligations under the Corporations Act, including how responsible entities can provide continuous disclosure information. The provision of a report to members annually may not be sufficient for the responsible entity to rely on to meet its continuous disclosure obligations. Benchmark 4: Experts RG 232.64 Where the responsible entity engages an expert to provide a professional or expert opinion on the agribusiness scheme, and the expert opinion is disclosed to retail investors in a way that may lead them to place reliance on the expert’s expertise, the responsible entity only engages an expert that is independent. Explanation RG 232.65 In addition to disclosing against this benchmark, the responsible entity should disclose, with equal prominence to any expert opinion provided on the agribusiness scheme: (a) a summary of the instructions to the expert; (b) the qualifications held by the expert and the relevance of these to the opinion; (c) whether the expert has experience in the commodity in the geographical location being considered or proposed, or in any other subject matter of the opinion; (d) the proportion of the expert’s work with the responsible entity; and (e) whether the responsible entity requires the expert to maintain professional indemnity insurance. RG 232.66 If the responsible entity obtains a number of expert opinions from persons who hold appropriate qualifications and are independent, the responsible entity should provide a summary of all the opinions with equal prominence when any of the opinions are provided to retail clients. Page 20 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 20 Note: We consider that disclosure of this information and the information in RG 232.65 will generally be required, in any event, under Pt 7.9. RG 232.67 PDSs for agribusiness schemes generally include opinions provided by experts on matters such as the types of produce and their suitability to the geographical locations, potential yields or quality of produce, and farming practices to be employed by the responsible entity. RG 232.68 These opinions are generally specialist in nature and are provided to assist investors to make an informed decision about an investment in the agribusiness scheme. RG 232.69 Responsible entities may also rely on expert reports to meet their disclosure obligations under Pt 7.9. RG 232.70 Robust and objective expert opinions on the agribusiness scheme are needed to ensure that information about the agribusiness scheme is correctly stated in the PDS and ongoing disclosure. It is important for investor confidence that independent experts provide the opinion and that the process is transparent. Where the expert is not independent, responsible entities should explain why. Note: We have published guidance on the independence of experts: see Regulatory Guide 112 Independence of experts (RG 112). RG 232.71 Retail investors need to understand the qualifications of experts who provide opinions in the PDS and on an ongoing basis to enable them to assess the level of reliance that they can place on the opinion. Note: We have published guidance on the need for experts to have sufficient expertise in the relevant field: see our guidance on ‘Expertise’ in Section D of Regulatory Guide 111 Content of expert reports (RG 111) . RG 232.72 We expect that responsible entities will be careful to ensure that their instructions to experts are comprehensive. RG 232.73 Where a responsible entity obtains a number of expert opinions, we believe this information is important to retail investors because it highlights any differing opinions provided by experts to the responsible entity. Benchmark 5: Appointing and monitoring service providers RG 232.74 The responsible entity only engages key service providers (whether directly or indirectly on behalf of the agribusiness scheme investors) necessary for the operation of the agribusiness scheme where: (a) the engagement is subject to a written agreement approved by the board of the responsible entity in accordance with a documented policy; (b) the agreement is subject to annual review against set performance criteria or measures; and Page 21 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 21 (c) the agreement is subject to certification by the board, at the time each agreement is entered into, that the agreement is on an arm’s length basis. Explanation RG 232.75 In addition to reporting against this benchmark, the responsible entity should disclose: (a) details of the parties to any agreement; (b) the key terms of the agreement; (c) the amounts payable under the agreement; and (d) a summary of the responsible entity’s policy on appointing and monitoring service providers, including the board assessment and approval process. RG 232.76 We consider it is important for investors to understand the process used by the responsible entity to ensure that it complies with its duties in appointing key service providers. Key service providers include those to whom the responsible entity has delegated any of its functions in operating the agribusiness scheme or the agribusiness enterprise. RG 232.77 We expect that the responsible entity undertakes a process of assessing the ability of any proposed service provider to ensure they are able to provide the service required, and monitors the performance of the service provider against set performance criteria. RG 232.78 We would also expect the responsible entity to undertake a due diligence process when service provider agreements need to be renewed to ensure that any service provider is appointed on terms that are in the best interests of members. Note: Where a responsible entity engages a related party to provide services, it should consider its obligations in relation to related party transactions. Responsible entities should refer to our guidance in RG 76. Page 22 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 22 D Disclosure principles for agribusiness schemes Key points To meet their disclosure obligations under Pt 7.9, responsible entities need to disclose various matters, including information about any significant risks associated with holding scheme interests and information about significant characteristics or features attaching to those interests. In practice, we consider that, for a responsible entity to meet its PDS disclosure obligations, it will generally need to include information about the matters set out in the disclosure principles below relating to: • investor financing arrangements; • track record of the responsible entity in operating agribusiness schemes; • the responsible entity’s financial position; • land, licences and water; and • replacement of the responsible entity. If there are any changes to the matters covered by these disclosure principles, responsible entities should consider providing ongoing disclosure to investors: see Section E. Disclosure Principle 1: Investor financing arrangements RG 232.79 If the responsible entity or a related party is providing finance, or expects to receive payment for arranging finance, for investors in the agribusiness scheme to fund an investment into the scheme, the responsible entity should clearly and prominently disclose in the PDS: (a) the details of the financier; (b) any amounts paid to the responsible entity or related party in relation to the finance; (c) that the investor should obtain and read the finance agreement before entering into the finance facility; and (d) unless the proposed finance facility is non-recourse, that the investor will remain liable to repay the amount lent or made available under the finance agreement should the scheme fail. RG 232.80 The responsible entity should also ensure that, as far as practicable, investors receive a copy of the finance agreement before entering into the finance facility. Page 23 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 23 Note: Where a responsible entity is offering finance, it should be aware of its obligations (if any) under the National Consumer Credit Protection Act 2009. Explanation RG 232.81 It is important that investors considering funding an investment in an agribusiness scheme through the use of a loan or other finance are provided with adequate disclosure about the terms and conditions of the agreement, where the finance is provided by the responsible entity or a related party, or where the responsible entity may be paid a fee for the arrangement. RG 232.82 Responsible entities should explain any risks associated with the financing arrangement, including the consequences of the loan or amount financed being repayable out of the investor’s personal assets. Disclosure Principle 2: Track record of the responsible entity in operating agribusiness schemes RG 232.83 The responsible entity of an agribusiness scheme should disclose the experience and resources it has available to operate the agribusiness scheme and the agribusiness enterprise. RG 232.84 Where the responsible entity has operated other agribusiness schemes, it should disclose: (a) the number of agribusiness schemes it currently operates; (b) the types of agribusiness scheme being operated; (c) the period of time that it has been operating the agribusiness schemes; and (d) whether any of the agribusiness schemes operated by the responsible entity have produced, or are producing, positive returns net of contributions for the investors in those agribusiness schemes. Explanation RG 232.85 Investors need to know about the experience and ability of the responsible entity in operating agribusiness schemes and the results for investors (if any) to date because this information provides a guide to investors about the responsible entity’s experience and ability to operate agribusiness schemes. If a responsible entity has no past experience in operating agribusiness schemes, then this should also be disclosed. Note: Responsible entities should be careful to ensure that statements about past performance are accompanied by a warning that this information should not be relied on as indicative of future performance. Page 24 REGULATORY GUIDE 232: Agribusiness managed investment schemes: Improving disclosure for retail investors © Australian Securities and Investments Commission March 2026 Page 24 Disclosure Principle 3: Responsible entity’s financial position RG 232.86 The responsible entity should disclose a summary of its financial position in any PDS, including details of any known unfunded obligations in respect of the schemes it operates. RG 232.87 The responsible entity should disclose if it: (a) is reliant on funding from external or related parties to perform the functions and obligations to members in relation to the agribusiness scheme; (b) has entered into guarantees or indemnities with external or related parties; or (c) is a member of a tax consolidation group. It should also disclose the measures it has in place to address the risks arising out of these arrangements to its financial position and its ability to meet its obligations in relation to the agribusiness scheme. RG 232.88 If the responsible entity is reliant on funding from external or related parties to perform its functions and fulfil its obligations in relation to the agribusiness scheme, it should disclose the extent of the reliance. RG 232.89 If the responsible entity has entered into any guarantee or indemnity with external or related parties, it should explain: (a) what each guarantee or indemnity is, including the names of the parties to the guarantee; and (b) the potential implications of entering into these arrangements on the financial position of the responsible entity if the other parties are unable to meet their obligations. RG 232.90 If the responsible entity is a member of a tax consolidation group, it should disclose details of: (a) whether a tax-sharing agreement is in place and the parties to the tax- sharing agreement; and (b) if no tax-sharing agreement is in place, the potential implications of not having this. Explanation RG 232.91 Under the Corporations Act, a responsible entity must maintain adequate financial resources to enable it to provide the financial services covered by its Australian financial services (AFS) licence and to carry out supervisory arrangements. Note: For more information, responsible entities should refer to Regulatory Guide 166 AFS Licensing: Financial requirements (RG 166). RG 232.92 Many retail investors may not understand the potent