1. What documents am I signing?
When you invest through the GXE Nominee, you invest via a managed structure.
The underlined entitles are:
GXE Nominee Pty Ltd ACN 652 482 712 - the nominee entity (Nominee)
GXE Pty Ltd ACN 643 428 693 - the investment manager (Manager)
Two documents govern this:
Nominee Deed – how your shares are held. This is an agreement between you and the Nominee.
Investment Management Agreement (IMA) – how your investment is managed. This is an agreement between you and the Manager.
2. Do I still own my investment?
Yes. You remain the beneficial owner of your investment at all times.
The nominee holds legal title only on your behalf
You retain full entitlement to returns, distributions, and economic benefits
3. Why is a nominee used?
A nominee structure is used to:
Keep the company’s cap table clean (one shareholder instead of many)
Simplify execution of documents, voting, and exits
Allow the syndicate to act quickly and consistently
The nominee holds the assets solely for you and cannot take ownership for itself
4. What does the Nominee actually do?
Under the Nominee Deed, the nominee:
Holds shares and records them as your property
Receives dividends, proceeds, and other distributions for you
Acts only on valid instructions (directly or via the manager)
Must act honestly and with reasonable care
The nominee is an administrative holder, not a decision-maker.
5. What is the role of the Investment Manager?
Under the IMA, you appoint the manager to:
Source and assess investment opportunities
Make decisions on your behalf (e.g. voting, exits, follow-ons)
Coordinate with other co-investors or aligned funds
Manage ongoing administration and reporting
This ensures the syndicate acts as a single, coordinated investor.
6. Who makes decisions about my investment?
You delegate decision-making to the manager or syndicate lead.
In practice:
The manager directs how shareholder rights are exercised
The nominee implements those decisions
Investors do not vote individually on each matter
This enables efficient execution and alignment with other investors.
7. How are returns distributed?
When there are proceeds (e.g. dividends or an exit):
Cash flows are received via the structure
Fees and expenses are settled first
Remaining proceeds are distributed to you pro rata
8. What fees apply?
Fees may apply and are set out upfront by the manager, in your Investment Schedule. It may include:
Set-up fee (one-off)
Management fee
Carried interest (performance-based share of upside)
All fees are governed by the IMA framework.
9. Can I make my own decisions or transfer my investment?
There are restrictions designed to maintain the structure:
You generally cannot act independently in relation to the investment
Transfers or disposals require coordination via the manager
This ensures consistency with other investors and legal documents
10. What protections do I have?
Key protections include:
The manager must act honestly and in your best interests
You retain absolute entitlement to your investment against the nominee
The nominee must act on proper instructions and maintain records of your assets
11. What are the key takeaways?
You own the investment (economic ownership)
The nominee holds legal title for administrative efficiency
The manager makes decisions to act as a single investor group
The structure is designed to simplify execution, protect investors, and maximise outcomes