Legal Structure
The Fund has been structured to provide investors with a clear legal framework, defined governance responsibilities, and limited liability protections. The structure is designed to support efficient investment operations while remaining appropriate for wholesale investors.
Overview of the Fund Structure
The Fund established and managed by the Manager will be structured as a Limited Partnership under the LP Act. This is a well-recognised investment structure in New Zealand and provides the Fund with a clear legal identity, defined governance arrangements, and an established framework for investor participation.
Entity Type
Limited Partnership
Jurisdiction
New Zealand
Manager
Koru Childcare Fund Management Limited
Legal Structure
The Fund will be structured as a Limited Partnership under the LP Act. Limited Partnerships are now a well-recognised investment entity in New Zealand and hold their own legal personality. This means that the Limited Partnership is able to enter into transactions directly as a contracting entity.
As a result, the Fund is able to undertake lending or investment-related arrangements through the Limited Partnership itself, rather than through individual investors. This provides a practical and established legal structure for investment operations.
Regulatory Status
Managed Investment Products
Units acquired by investors are treated as managed investment products under the FMCA.
Managed Investment Scheme
The Fund is categorised as a managed investment scheme under the FMCA framework.
Not a Registered Scheme
The Fund will not be a registered managed investment scheme, and the Units will not be regulated financial products under the FMCA.
Wholesale Investors Only
The Fund may operate as an unregistered managed investment scheme because investments are available only to Wholesale Investors as defined in Schedule 1 of the FMCA.
Role of the Manager
The Manager has been incorporated as Koru Childcare Fund Management Limited. It is responsible for the overall operation and management of the Fund and will act as both the General Partner of the Limited Partnership and the Manager of the Fund.
The role of management will be undertaken solely by the Manager. This includes identifying, assessing, and directing the investment activities of the Fund, as well as overseeing the operation of the Limited Partnership.
Role of Investors
Investors will participate in the Fund as Limited Partners of the Limited Partnership. Together with the Foundling Limited Partner, they will hold the relevant Partnership Interests in the Limited Partnership.
The value of each Partnership Interest will be determined by the number of Units acquired by the investor. In general, the value of the Fund and the value of distributions made to investors will correlate with the number of Units held.
Limited Liability and Passive Investment
The liability of each investor is limited to their investment in Units, provided that investors do not participate in the management of the Fund.
An investment in the Fund is a passive investment, reflecting the legal nature and requirements of managed investment schemes under the FMCA and Limited Partnerships under the LP Act.
Management responsibility rests solely with the Manager, which will oversee and direct the activities of the Limited Partnership.
Summary
In summary, the Fund is structured as a New Zealand Limited Partnership managed by Koru Childcare Fund Management Limited. It is intended for Wholesale Investors only, with investors participating as Limited Partners and benefiting from limited liability, while day-to-day management and investment oversight remain with the Manager.
