Proposed changes to RG 97 and portfolio holdings disclosure relief 3 min read
ASIC has announced proposed:
- limited changes to the way stamp duty will be disclosed under Regulatory Guide 97 Disclosing fees and costs in PDSs and periodic statements (RG 97), which are the rules for how fees and costs are required to be disclosed by superannuation trustees and responsible entities of registered managed investment schemes; and
- class order relief for superannuation trustees in relation to portfolio holdings disclosure obligations, which will bring the disclosure of internally-managed private debt investments into line with the disclosure position on other unlisted asset classes.
In this Insight, we set out our thoughts on the impact of ASIC's proposed changes and, following continued calls for reform by industry, an indication there may be the potential for broader wholesale changes to the fee and cost disclosure regime in 2026.
Limited proposed changes to stamp duty
ASIC is proposing stamp duty be disclosed as an average amount over seven years, rather than an annual sum, in fees and costs summaries.
Whilst this proposal will help to somewhat smooth the disclosure impact of stamp duty payments disclosure, which can be a 'lumpy' cost and can potentially mislead consumers about the volatility of funds' fees and costs, we query whether it will result in any material change to consumer decision-making or funds' investment decisions.
Notably, ASIC has stopped short of removing stamp duty as a transaction cost altogether—as many in the industry hoped—on the basis that such a change would require a broader review to assess whether there may be other costs that should also be disclosed differently.
ASIC welcomes feedback on its proposal, in particular the period over which stamp duty should be averaged, and alternative options.
Full review of RG 97 ahead
In a more promising update, ASIC also indicated it will bring forward the already planned broader review of RG 97 settings more generally so that it kicks off in FY2026/27 (rather than closer to 2030 when the ASIC instrument behind RG 97 is due to expire).
A more holistic review of RG 97 will be welcomed by many in the industry given the frustrations with the current settings, including both the perceived unnecessarily prominent focus the current regime brings to absolute (rather than net of return) fee and cost settings, as well as some of the more technical aspects of the current disclosure regime. For example, as set out in our Insight in August, a number of RG 97 settings currently operate to favour one asset class over others or otherwise result in unintended disclosure outcomes (and, therefore, unintended asset allocation consequences). For example:
With the review on the horizon... now is the opportunity for the industry to shape how the future fee and cost disclosure regime should operate.
- the differing treatment of investments in property and infrastructure assets under the interposed vehicle test;
- the sometimes uncertain nature of where to draw the line for the interposed vehicle test; and
- lack of focus on net returns,
all arguably distort investment decision-making or otherwise discourage trustees from investing in products that have relatively higher fees but also the potential to generate greater returns.
With the review on the horizon, now is the opportunity for the industry to start thinking about how the future fee and cost disclosure regime should operate.
Portfolio holdings disclosure relief for internally managed private credit portfolios in the offering
Whilst only hinted in the August media release, ASIC has also confirmed it is proposing to grant class order relief to superannuation trustees in relation to portfolio holdings disclosure obligations for internally managed private debt.
This proposal relates to a long-standing technical disclosure issue which meant that, when applied to internally managed private credit portfolios, the portfolio holdings disclosure rules inadvertently required sensitive pricing and other information of individual loan positions to be disclosed.
Under the proposed relief, all superannuation trustees will be permitted to disclose only the total aggregated value and weighting of internally managed private debt arrangements (rather than the value of each asset on a counterparty-by-counterparty basis). This proposal will be very welcomed by trustees with internally managed private debt portfolios and should both protect key commercially sensitive information and bring private credit disclosure in line with comparable unlisted asset classes.
Next steps
The consultation process is open for just under three months, with APRA requesting feedback by 20 February 2026.