ASIC has made interim stop orders on four product disclosure statements (PDSs) for classes of units of the Shield Master Fund (ARSN 650112057) (Fund), a registered managed fund promoted by Keystone Asset Management Ltd (Keystone Asset Management).   

The interim orders stop Keystone Asset Management from offering, issuing, selling or transferring interests in the Balanced class, Growth class, High Growth class and Conservative class units of the Fund. ASIC made the interim orders to protect retail investors from acquiring products under PDSs that may be defective and not worded and presented in a clear, concise, and effective manner.  

ASIC is concerned that the PDSs for the Fund may:  

• contain misleading statements regarding Keystone Asset Management’s legal role in unregistered schemes the Fund has invested in
• not adequately disclose the nature, quantum and risks associated with the Fund’s investments in unregistered funds related to Keystone Asset Management
• contain misleading statements about the level of diversification of the assets of the Fund; 
• not adequately disclose the performance fees that may apply
• use inappropriate asset classifications to describe the investments in the underlying funds and the investments within those funds
• give the impression that investors can make weekly withdrawals from the Fund when redemptions are at the absolute discretion of Keystone Asset Management and may be subject to a two-year redemption lock-up period  
• not adequately disclose the conflicts of interest associated with investments in funds related to Keystone Asset Management or how Keystone Asset Management managed those conflicts
• fail to disclose a change in the directors of Keystone Asset Management or any information about the new director, their skills, experience and role, and 
• fail to disclose the Fund’s investment approach to ethical considerations in a clear, concise and effective manner.  

ASIC will consider making final orders if the concerns are not addressed in a timely manner. Keystone Asset Management will have an opportunity to make submissions before a decision is made about any final stop orders. 

Background 

ASIC is able to issue a stop order where a PDS includes misleading statements or does not include: 

• information about any significant risks associated with holding the product; 
• the fees and costs associated with an investment in the product; 
• information about other significant characteristics or features of the product or of the rights, terms, conditions and obligations attaching to the product;
• any other information that may reasonably be expected to have a material influence on the decision of a reasonable person, as a retail client, whether to acquire the product or
• where the information included in the PDS is not worded in a clear, concise and effective manner.

Editor’s Note:

On 21 February 2024 ASIC issued further interim orders on the four PDSs. These interim orders last until ASIC makes further orders or the orders are revoked.

Editor’s note 2:

Following the interim stop orders made on 21 February 2024, Keystone Asset Management lodged notices with ASIC stating products under the four PDSs have ceased to be available to new clients as of 1 April 2024. ASIC subsequently revoked the interim stop orders on 9 April 2024.

Editor's note 3:

On the 19 June 2024, ASIC obtained interim orders from the Federal Court freezing the assets of the Shield Master Fund, a registered managed fund whose responsible entity is Keystone Asset Management Ltd, see (24-129MR).