ASIC Corporations (Portfolio Holding Disclosure) Instrument 2026/338

Explanatory Statement

ASIC Corporations (Portfolio Holding Disclosure) Instrument 2026/338

This is the Explanatory Statement for ASIC Corporations (Portfolio Holding Disclosure) Instrument 2026/338.

The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).

Summary

1.              ASIC Corporations (Portfolio Holding Disclosure) Instrument 2026/338 (Instrument 2026/338) modifies the form of disclosure of portfolio holding information by superannuation trustees imposed by the Corporations Act 2001 (the Act).

Purpose of the instrument

1.              Section 1017BB of the Act requires most superannuation trustees to publish investment holding information for each investment option in the fund as at each ‘reporting day’ (being 30 June and 31 December each year) within 90 days, on the fund website.
2.              Schedule 8D of the Corporations Regulations 2001 (the Regulations) sets out the form of disclosure required by asset class. For fixed income assets (of which private debt is a subset) that are:

1.    internally managed, the Regulations require disclosure of the total values and weighting aggregated by the issuer or counterparty for the asset (or assets). Asset-by-asset disclosure is not required.  
2.    externally managed, the Regulations require disclosure of the total values and weighting aggregated by the fund manager managing the asset (or assets).  

1.              In circumstances where a superannuation trustee internally manages its private debt assets and has only one transaction with a counterparty or issuer, the value of the private debt transaction will be publicly known. This may distort trustees’ investment decisions in favour of using external managers so that they can disclose the aggregate value for an asset by the fund manager (and maintain the confidentiality of the issuer or counterparty to the transaction).
2.              The effect of Instrument 2026/338 is to amend the form of disclosure required for internally managed fixed income assets that are private debt assets. The instrument provides that for these assets, the trustee must disclose:

1.    the name of the issuer or counterparty for the asset (the individual asset name is not required). For the purposes of this paragraph, individual asset name refers to the specific legal or commercial name of the underlying debt instrument or facility. In practice, the issuer or counterparty will generally be the borrowing entity. 
2.    total value and weighting for the private debt assets (value and weighting by issuer or counterparty is not required).

1.              Instrument 2026/338 is the outcome of a targeted review of superannuation investment disclosure requirements that ASIC undertook between August and November 2025 and subsequent public consultation. As part of this review, ASIC established a working group to provide expert advice to ASIC about whether certain disclosure settings were causing distortions to investment decisions. The working group included representatives from superannuation funds, the investment management sector, consumer advocates, and government and regulatory bodies.

Consultation

1.              ASIC met with the working group once in September 2025 and once in October 2025, where feedback was sought about whether the disclosure requirements relating to internally managed fixed income assets that are private debt assets were distorting investment decisions.
2.              Following this, ASIC undertook a public consultation inviting feedback on the draft legislative instrument. The consultation ran from 28 November 2025 to 20 February 2026 and was supported by the publication of Media Release (25-292MR) ASIC calls for feedback on stamp duty and portfolio holdings disclosure requirements for super funds (28 November 2025) as well as Simple Consultation 38 Proposed relief for disclosure of private debt arrangements (CS 38).
3.              ASIC received six submissions (five non-confidential and one confidential). All submissions expressed support for the proposed instrument. The non-confidential submissions and a summary of feedback received is available on the consultation webpage, Simple Consultation 38 Proposed relief for disclosure of private debt arrangements (CS 38).

Operation of instrument

1.          Section 4 of Instrument 2026/338 provides a simplified outline for the instrument. Its purpose is to assist readers in understanding the substantive provisions. However, the outline is not intended to be comprehensive, and readers should rely on the substantive provisions when considering the instrument’s effect. 
2.          Section 6 of Instrument 2026/338 changes the form of disclosure a trustee of a registrable superannuation entity must give in relation to fixed income private debt assets that are managed internally so that only the total value and weighting of all such assets is required to be disclosed. For fixed income assets managed internally that are not private debt assets, trustees are still required to disclose values and weighting on an issuer by issuer or counterparty by counterparty basis.
3.          Section 7 of Instrument 2026/338 provides that the declaration in section 6 applies to each reporting day between 30 June 2027 and 31 December 2031.

Legislative instrument and primary legislation

1.          The subject matter and policy implemented by Instrument 2026/338 provides administrative relief in circumstances where strict compliance with the primary legislation and regulations produces an unintended or unforeseen result.
2.          It will be a matter for the Government and for Parliament as to whether the Act or Regulations may be amended in future to include the relief in Instrument 2026/338.

Duration of the instrument

1.          The duration of Instrument 2026/338 is 5 years and will repeal at the start of 1 April 2032.

Legislative authority

1.          Instrument 2026/338 is made under subsection 1020F(1) of the Act.
2.          Subsection 1020F(1) of the Act provides that ASIC may, in respect to requirements under Part 7.9 of the Act, make exemptions under specified conditions, or make a declaration as if specified provisions were omitted, modified or varied.  

Statement of Compatibility with Human Rights 

1.          The Explanatory Statement for a disallowable legislative instrument must contain a Statement of Compatibility with Human Rights under subsection 9(1) of the Human Rights (Parliamentary Scrutiny) Act 2011. A Statement of Compatibility with Human Rights is in the Attachment.
2.          Instruments (not being regulations) relating to superannuation are not disallowable legislative instruments: see section 9 of the Legislation (Exemptions and Other Matters) Regulation 2015.
3.          ASIC considers it is likely that the exemption in section 9 applies to the Instrument 20206/338. Nonetheless, ASIC has decided to prepare a Statement of Compatibility with Human Rights.

Attachment

Statement of Compatibility with Human Rights

This Statement of Compatibility with Human Rights is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.  

ASIC Corporations (Portfolio Holding Disclosure) Instrument 2026/338

Overview

1. ASIC Corporations (Portfolio Holding Disclosure) Instrument 2026/338 modifies the form of portfolio holding disclosure by superannuation trustees.

Assessment of human rights implications

2. This instrument does not engage any of the applicable rights or freedoms.

Conclusion

3. This instrument is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.