Terms of Engagement
Nina Mchardy
PO BOX 105 198, Auckland 114 | Ph: +64 9 972 9055 | sagprivate.co.nz
S.AG Private
Terms of Engagement
CONTENTS
GENERAL ............................................................................................................................... 3
OUR EXPERIENCE ................................................................................................................... 3
OUR INVESTMENT SERVICES .................................................................................................. 3
TYPES OF SERVICES ................................................................................................................ 3
ADVICE .................................................................................................................................. 4
FEES AND REMUNERATION .................................................................................................... 5
PROCEDURES FOR DEALING WITH CLIENT INVESTMENT MONEY AND SECURITIES ................... 6
PRIVACY ................................................................................................................................ 7
ENDING OUR ENGAGEMENT .................................................................................................. 8
CHANGES ............................................................................................................................... 8
Version 1st August 2014
Page | 2
S.AG Private
Terms of Engagement
It is important that you read and understand these terms and conditions as they describe the obligations
of both you and S.AG Private regarding the services we provide.
GENERAL
These terms and conditions apply to any transaction, financial or otherwise, executed on your Client
Account, or any services provided by S.AG.
You acknowledge that S.AG is neither obliged to accept you as a client, nor to provide you with any
explanation for refusing your Investment Services application where a decision is made to do so. S.AG
retains the right not to provide services or issue products to any applicant.
Additional terms and conditions not stated herein may apply to the specific products or services S.AG
provides. Your adviser will provide you with any such additional terms and conditions if applicable. In
the event of a conflict, such additional terms and conditions will take precedence in respect of the
products and services to which they apply.
OUR EXPERIENCE
S.AG Private provides a highly customised and personalised service for individuals, family trusts and
institutions looking for tailored investment advice, finance, and risk protection services. We trade in
New Zealand under the name of S.AG Private & Co Limited. Our advisers are suitably qualified as
financial advisers. S.AG Private takes responsibility for all its financial adviser services. This includes
making sure that our Advisers exercise care, diligence and skill in providing financial advice to you.
Detailed information on our advisers can be found in their disclosure statements.
OUR INVESTMENT SERVICES
S.AG Private maintains differing levels of specialisation in the products offered, including investment
planning and financial advice on investments in regards to the following:
•
NZ Equities and Fixed Interest
•
International Equities
•
Managed Funds
•
Superannuation/Kiwisaver
•
Investment Trusts
•
Portfolio Services
•
Margin Lending
Your S.AG adviser will disclose to you in their disclosure statement the products and services which he or
she can specifically provide investment advice on.
TYPES OF SERVICES
At S.AG Private, we advise clients on the suitability of their investments to meet their needs. This is
fundamental to our business.
Investment Advisory Service: With our advisory services, you make your own decisions while working
alongside your Investment Adviser. You have complete control of your portfolio and can feel confident
that you understand the rationale and risks involved in any investments you make. Whether you’re
experienced or new to investing, we can give you the appropriate level of advice. The service is highly
collaborative. We make recommendations and discuss them with you in detail before you make the final
decision.
We offer two types of advisory services:
Version 1st August 2014
Page | 3
S.AG Private
•
Custodial Service (Funds under Management)
•
Non-Custodial Service (Funds under Advice)
Terms of Engagement
Transactional Service: For those experienced investors, who want to trade directly on the financial
markets. You will retain direct control of your investments and can trade on a wide range of securities.
With our execution-only service, you do not receive advice but are connected to a range of brokers and
liquidity pools. Investing without advice is not for everyone. You need to be aware of the risks and take
advice if you are unsure of an Investment’s suitability for you.
Business Advisory Service: Our extensive network allows us to introduce clients to business advisers of
various levels to help with capital raisings, business restructuring or sale and purchase opportunities.
ADVICE
S.AG will have regard to your circumstances and objectives as provided by you, and set out in your
Investment Service Application, when providing you with financial advice.
In the event you decline to provide requested information regarding you investment objectives, financial
situation or particular needs to S.AG, or provide incorrect or false information, we will only provide you
with class advice or transactional services.
Unless you specifically restrict the type of investment you want, S.AG may recommend an investment
which in our reasonable opinion falls within your stated investment objectives.
Transactional Services are based on your request; we will therefore not be providing personalised
financial advice to you. What this means is that we will not consider your relevant personal
circumstances such as your current situation, needs, objectives or the appropriateness of your requests
with regard to the former when actioning your requests, nor provide advice relating to the merits or
subject matter of transactions.
Any limitations may mean that the resulting implementation is not totally suitable for your personal
circumstances.
Please ask your adviser if you are not sure what type of advice or service you require.
Version 1st August 2014
Page | 4
S.AG Private
Terms of Engagement
FEES AND REMUNERATION
The nature and total amount of fees that you will be charged for any investment advice and services,
and when and how they must be paid, will be disclosed to you by your Adviser. Our standard fees are set
out below:
Tiers – Cumulative
$0 - $500,000
$500,001 - $1,000,000
$1,000,001 - $2,000,000
$2,000,001 - $5,000,000
$5,000,001 - $10,000,000
$10,000,000 +
Custodian Fee
35bps
35bps
22bps
22bps
22bps
22bps
S.AG Private Advisory Fee
115bps
90bps
78bps
65bps
50bps
45bps
Total Fee
1.50%
1.25%
1.00%
0.87%
0.72%
0.67%
N.B ‘bps’ Basis Point is a unit of measure used in finance to describe the percentage change in the value or rate of a financial
instrument. 1 BPS = 0.01 % i.e. 1/100th of a percent.
All fees and charges are quoted exclusive of GST. The amount of GST payable can vary, dependant on
the services provided. Any GST applicable will be added to the quoted fee or charge and is payable by
you. Please note that S.AG Private does not accept cash payments.
Planning Fees
S.AG reserves the right to charge a fee for the planning and implementation of an Investment Proposal.
These fees will be determined by the complexity of the plan and will be agreed with you prior to any
engagement for our Planning Services.
OTHER FEES AND CHARGES
Shares bought and sold on your behalf will be charged at third party costs
b. Fixed Interest Securities bought or sold on your behalf will be charged at third party costs
c. Associated costs including stamp duty on Australian off market transfers
d. Late payment fees on security purchases
e. Telegraphic funds transfer fees will be charged at third party costs
f. International Stock transfers will be charged at third party costs
a.
PAYMENT OF FEES AND CHARGES
You must pay, or reimburse us for all charges, fees, commissions in relation to services provided,
immediately on demand or as otherwise advised in the relevant invoice. Such charges, fees and
commissions may be deducted from money payable to you by S.AG, or from your client account. S.AG
reserves the right to collect payment of fees directly via invoice should your client account not have
sufficient funds. Any late payment of fees could result in a collection service being engaged to recover
fees, and all costs incurred in recovering overdue fees will be collected as well.
REMUNERATION
S.AG advisers do not receive remuneration from third parties (such as product providers). They are
remunerated via salaries for providing advice services.
Our advisers may receive payments or other benefits from the business other than their salary that are
linked to various internal performance criteria based on the performance of our business. We manage
potential conflict of interest connected with these payments or other benefits by requiring all our
advisers to consistently meet appropriate standards of quality.
Your adviser will set out the remuneration they receive in the disclosure statement given to you when
providing you with investment advice.
Version 1st August 2014
Page | 5
S.AG Private
Terms of Engagement
PROCEDURES FOR DEALING WITH CLIENT INVESTMENT MONEY AND SECURITIES
S.AG cannot use your money or securities for another client’s benefit or to pay its own expenses. All
funds received will be used to offset outstanding debts on your account and any balance paid to your
pre-nominated client accounts or held until instructions are received from you in writing.
S.AG does not maintain client accounts directly. We only execute trades on your behalf in one or more
separate client accounts. Any money received from you for the purchase of securities or the proceeds
from the sale of your securities will be held on trust separately from S.AG own accounts.
We will ensure that your assets are protected from the time of the custodian receipting those funds
until:
You have received clear funds from the custodian (or from any trading participant on our
behalf): or
b. Legal title to the securities has been registered into your name on the relevant Issuer’s
Securities Register or
c. If you have given us an order to purchase Securities, Client Funds equal to the amount payable
by you in relation to that order are delivered to the Relevant Clearing Participant’s Money
Settlement Account.
a.
The custodian or trading partners will handle any securities received on your behalf in accordance with
your instructions. However, where you fail to pay for the whole or part of a purchase, after making
demand on you, they may sell sufficient amount of securities to satisfy the outstanding amount of the
purchase.
RECEIPT AND TREATMENT OF MONIES AND SECURITIES FOR CUSTODIAL ACCOUNTS
S.AG does not maintain client funds directly. Our monies and securities are administered by AEGIS
limited (AEGIS) and investments made through AEGIS on our client’s behalf are registered to Investment
Custodial Services Limited (ICSL) as custodian.
Deposits are received from clients by cheque or electronic transfer. ICSL maintains an External Trust
Account in its name, into which all funds received by it as bare trustee for clients is deposited. ICSL
establishes and maintains separate internal accounts for each underlying client within the branch of
S.AG, which records all transactions made by, or on behalf of, that client. These records are reconciled
to the appropriate external records.
S.AG suggests clients sign a Limited Power of Attorney form to enable instructions to be made to AEGIS
for administration purposes only. S.AG does not offer a Discretionary Managed Portfolio Service and
therefore would only use the Power of Attorney to instruct AEGIS once the client has given their
instruction and authority to proceed with any investment decision.
HOLDING OF CUSTODIAL ASSETS
ICSL holds all Custodial Assets at all times on bare trust for the relevant client. The functions of a bare
trustee are limited to holding assets, settling transactions and acting only on the instructions of a
beneficiary.
As a bare trustee, the functions of ICSL will be to hold investors’ assets on trust on behalf of investors or
beneficiaries, to settle transactions and to act on every instruction given to it, provided it is in
accordance with the authority provided by the investor. ICSL will maintain a separate internal account
for each underlying investor which records all transactions made by, or on behalf of, that investor. ICSL
will keep a proper book of records in relation to receipt, payment, withdrawal (including Inland Revenue
Department deductions) and other transactions of investment money or property. These records are
reconciled to the appropriate external records.
Version 1st August 2014
Page | 6
S.AG Private
Terms of Engagement
PRIVACY
S.AG Private will only collect personal information about you to:
1.
2.
3.
4.
5.
Open, administer and operate a client account with us and our investment service providers
Provide you with quality products or services
Consider applications and approaches you make to us
Maintain your contact details: and
Fulfil our obligations under the applicable laws and rules
The information will be collected by S.AG Private and Co Limited, Level 3, 205 Queen Street, Auckland.
You are entitled to access and may request corrections to any of your personal information supplied to
and held by S.AG.
You acknowledge and agree that if you are providing information on behalf of a third party that you are
authorised to provide personal information on behalf of the third party and will provide evidence of this
authority if requested (i.e. Power of Attorney)
You consent to S.AG Private (and the custodian where appropriate) using your personal information for
the following purposes:
1.
2.
3.
4.
5.
Assessing and processing your account application
Opening and operating the client account
Effecting the sale and purchase of securities in your name
Maintaining a register of holdings, or to correct information held by share registries or
companies about you
Communicating with you about your client account and any product or service we supply to you.
You consent to us disclosing your personal information to;
Any external providers who provide services in connection with products and services, including
suppliers of administrative services (AEGIS).
2. The trading participant, the custodian (and their appointee)
3. The Financial Markets Authority, NZX, ASX, other Recognised Securities Exchanges, relevant
regulators or law enforcement agencies and auditors and compliance officers as required.
1.
You agree to provide all additional information as requested by us and comply with all reasonable
requests from us to facilitate the S.AG Compliance with AML/CFT Laws.
LIMITATION OF LIABILITY
S.AG and its advisers will use best endeavours and act in good faith. You acknowledge that investments
and investment markets are volatile and subject to fluctuations which cannot be foreseen, so no
particular results can be guaranteed. S.AG is not liable to you for any loss, liability, actions, claims,
damages, costs, or expenses arising out of our advice, act or omission by S.AG or your adviser.
Any delay or default in complying with our obligations under this agreement if the delay or default is
caused by something beyond our reasonable control. Any acts of omission of any other agent, issuer,
fund manager, clearing house or third party used in affecting any instruction or acts of omissions of an
Authorised Person.
If services are acquired or held out as being acquired, for business purposes, you agree that the New
Zealand Consumer Guarantee Act 1993 will not apply to the provision of such services.
Version 1st August 2014
Page | 7
S.AG Private
Terms of Engagement
ENDING OUR ENGAGEMENT
Unless otherwise stated, either party may terminate these Terms and Conditions by giving not less than
7 Business days’ notice, in writing. The closure of an active client account, via AEGIS, requires 90 days’
notice in writing. After termination, S.AG will not action any unexecuted orders. Termination does not
affect any rights or obligations that arose prior to termination.
CHANGES
S.AG Private may vary these Terms and Conditions at any time subject to the following limitations:
You will be notified in writing of any variations that could cause you detriment and given an
opportunity to terminate your account without penalty. Following a 14 day period after notice
of such variation is sent, you are deemed to accept the new terms and conditions at the time of
your next instruction or transaction with us.
2. Where a variation does not cause you detriment, a notice may be provided by being posted on
our website or by any other form of notice. You have 7 days to accept the new terms and
conditions before your next transaction with us.
3. Hard copy versions of the Terms and Conditions will be sent to you upon request.
4. We may vary the charges payable by you by giving you at least 30 calendar days’ written notice
1.
Confirmation of your acceptance of these terms will be recorded in your Investment Services
Application.
Version 1st August 2014
Page | 8