This Guidance Note has been prepared to assist private credit managers in Australia to consider sound practices for operating, governing and disclosing private credit strategies. It is intended to support practical, principles-based implementation across different private credit strategies, fund structures and investor channels. It should be used in conjunction with AIMA’s various existing publications which are listed throughout this guide.

It does not seek to impose a single model for private credit management and does not constitute legal, regulatory, tax, accounting, investment or other professional advice.

ASIC’s work is relevant to this Guidance Note in four ways. First, REP 814 identified market-wide issues in private credit, including conflicts, opaque remuneration, inconsistent valuation and portfolio disclosure practices, liquidity risk and differing definitions of private credit and key reporting terms. Second, REP 820 reported ASIC’s surveillance of private credit funds and identified better and poorer practices across the market. Third, REP 823 placed private credit within ASIC’s broader private markets roadmap.

ASIC has also published a private credit funds catalogue summarising laws, regulatory guidance and other materials that ASIC considers relevant to private credit fund operators. This Guidance Note uses that catalogue as the key regulatory reference point, rather than attempting to recreate or restate it. Managers remain responsible for determining how applicable laws, licence conditions, fund documents and regulatory guidance apply to their own business, products and investors.

The Guidance Note is intended for general use by private credit managers in Australia. It does not use investor category as an organising frame. Legal obligations may still differ depending on the manager, product, fund structure, investor base, distribution channel and role performed by each entity. Those legal differences should be assessed by each manager with its own advisers.

This Guidance Note is organised around the main conduct themes emerging from ASIC’s private credit work: governance, disclosure and product design, valuation, liquidity, credit risk, conflicts and manager remuneration. These themes overlap. For ease of use, credit risk and liquidity are dealt with under Governance, while fee and income transparency, manager remuneration and related conflicts are dealt with under Conflicts and remuneration. A sound private credit framework cannot treat these matters as isolated silos because valuation affects performance and fees, liquidity affects redemption fairness and product design, credit risk affects disclosure and valuations, and fee structures may create conflicts of interest.