NOTICE PURSUANT TO SECTION 601GCA OF THE CORPORATIONS ACT
IMPLEMENTATION OF ATTRIBUTION MANAGED INVESTMENT TRUST (AMIT) REGIME
Plantation Capital Limited ABN 65 133 678 029 (Plantation Capital) in its capacity as responsible entity (Responsible Entity) of the Passive Income (USA Commercial Property) Fund ARSN 155 770 095 (Fund) proposes to amend the Fund’s constitution so that the Fund may opt-in and apply the Attribution Managed Investment Trust (AMIT) taxation regime.
Under the current tax law, members of the Fund are generally subject to tax on their proportionate share of the Fund’s income to which they are presently entitled. Under the AMIT regime, members would be taxed on the income of the Fund that is allocated or attributed to them on a fair and reasonable basis. The AMIT regime has the potential to improve flexibility for responsible entities and to provide them with clarity around the tax treatment for AMITs.
The Responsible Entity intends to make amendments to the Fund’s constitution to facilitate the operation of the Fund in the new AMIT regime.
The proposed amendments to the Fund’s constitution will provide:
• the Responsible Entity with the power to elect for the Fund to operate under the AMIT regime (AMIT Election);
• the Responsible Entity with the power to elect to treat a class of units in the Fund as a separate AMIT, if the AMIT Election is made;
• that the AMIT regime applies to the Fund only if the Responsible Entity makes the AMIT Election; and
• the Responsible Entity with the powers necessary for the practical application of the AMIT regime to the Fund, if the AMIT Election is made.
The Responsible Entity believes that implementing the AMIT regime will provide potential benefits to members of the Fund including:
• the Fund being treated as a fixed trust for income tax purposes, providing more certainty in particular areas of the tax law;
• a ‘character flow-through’ model applying to ensure that amounts derived or received by the Fund that are attributed to members generally retain the character they had in the hands of the Responsible Entity for income tax purposes;
• a regime to deal with ‘unders’ and ‘overs’ which aims to facilitate and simplify the distribution calculation process;
• the ability to adjust the cost base of a member’s Fund interest upwards (as well as downwards), reducing double taxation that might otherwise arise;
• the clarification of the taxation treatment of tax deferred and tax free distributions made by the Fund; and
• the ability to treat each class in a multi-class trust as a separate AMIT.
The Responsible Entity intends to amend the Fund’s constitution accordingly unless it receives requests to call and arrange to hold a meeting of the Fund’s members to consider and vote on a special resolution to modify the constitution from members with at least 5% of the votes that may be cast on the resolution by 30 June 2018.
The request to call a meeting must be made in writing and may be sent to the following email address: firstname.lastname@example.org
If members with a least 5% of the votes that may be cast on the resolution request a meeting within 7 days of the date of this notice, a unitholders’ meeting will be held to pass a resolution to approve the amendments.
If no meeting is requested as per the above paragraph by 30 June 2018, the Responsible Entity will make amendments to the constitution to effect the AMIT changes without the need for member approval.
Date: 22 June 2018