Wholesale Advice Service

WHOLESALE ADVICE EXPLANATION

New Zealand law normally requires people who provide financial advice to collect information from and provide information to clients before they provide advice to them. This requirement is to support the advice provided and to allow your adviser to assess the suitability of that advice.

If you are a wholesale investor, and you have instructed us to also treat you as a wholesale client for financial advice and client money or property service purposes under the Financial Markets Conduct Act 2013 (FMCA), the usual rules do not apply to financial advice (and any client money or property service) provided to you. As a result, we will not be under a regulatory duty to ensure any advice provided you with is suitable for your circumstances and you are solely responsible for assessing suitability. You will also have fewer other legal protections regarding the services we provide.

If you elect to be treated as a wholesale client and join the Wholesale Advice Service, which is only available to wholesale investors, you do so on the basis that we have informed you, and you understand that:

You may not have access to all of the legal protections which would apply if you were a retail client. For example, there is no duty upon Jarden to take all reasonable steps to ensure that you understand the nature and scope of the advice given to you, including any limitations on that advice. We will still comply with statutory duties such as exercising care, diligence, and skill when providing financial advice to you, and prioritising your interests if any conflict arises between us and you when we provide financial advice to you.
Disclosure under the FMCA will not need to be made to you in relation to any financial advice and client money or property service provided to you. Disclosure includes when and how fees may be charged, any conflicts of interest and commissions or other incentives we may have in providing the service to you, and how complaints may be handled.
Certain competency standards and requirements of the Code of Professional Conduct for Financial Advice Services will not apply to your adviser and the advice provided to you

To be accepted for the Wholesale Advice Service you will need to complete a Wholesale Investor Certificate if you have not already done so. If you cease to be a wholesale investor or fail to provide an updated certificate when required by us, you will no longer be eligible for the Wholesale Advice Service.

Scope

The service is designed for wholesale clients who are sophisticated, experienced investors and who meet the relevant criteria under New Zealand legislation. This service is suitable for people who are experienced and comfortable with investing in financial products and are only looking for advice on particular securities or markets, without needing advice that has been fully personalised to their circumstances or a comprehensive portfolio or investment planning advice.

Securities Advice: Our advice in this service can cover market conditions, investment opportunities and strategy. Our advice will take the form of recommendations on particular securities, such as equities, bonds, deposits, foreign exchange and funds. We may provide advice on other investment issues relevant to you as required.

Jarden Research: We will make Jarden Research available to you, where appropriate.

Transactional Services: We will provide you with a transactional service (buy/sell) for financial products as directed and otherwise instructed by you. We can access all local and major global markets.

Cash management and foreign currency service: We will provide you with access to a cash management and foreign currency service if you select that service.

Custodial Service: We will provide you with access to the use of our independent custodian, FNZ Limited (FNZ), to administer your holdings if you select that service. All holdings in global securities will be held on our custody platform. FNZ’s Disclosure Statement is available here.

Investment decisions

Clients make the investment decisions in this service.

Main benefits and risks

The key benefit of this service includes having access to a financial adviser who can arrange transactions in local and global markets as directed by you and can provide professional advice and research. The principal risk of this service is that it is a service for wholesale clients. As a wholesale client you may not have access to all of the legal protections which would apply if you were a retail client, as outlined in the Wholesale Advice Explanation above.

Ongoing service and reports

There is no formal ongoing review process in this service, unless you have specifically agreed otherwise with your adviser/s. That means your adviser/s will not be monitoring your portfolio, and you cannot rely on your adviser/s to proactively contact you, such as when there is a change in research view on any product you hold. If you require advice, you will need to contact your adviser/s, although your adviser/s may still contact you from time to time in relation to particular investment opportunities. Clients in this service who use our Custodial Service will receive standard portfolio reports as required.

If you do agree with your adviser/s that your specific service will include ongoing portfolio management and monitoring, then an additional portfolio monitoring and reporting fee will be charged.

Fees

Clients in this service will be charged brokerage on transactions. Clients who use our Custodial Service or portfolio monitoring service will also pay an ongoing fee for this. There may be other fees if any other services of Jarden are used, such as cash management and managed funds. A summary of the fees charged is provided below.

Delivered by

This service is provided by Jarden Wealth Limited and your qualified Financial Adviser. Jarden Wealth Limited is a registered financial services provider (FSP1006426), an NZX Advising Participant, and holds a Financial Advice Provider licence, issued by the Financial Markets Authority. Research may be available electronically.

Privacy

We take our responsibility for your personal information seriously and are committed to managing personal information in accordance with the New Zealand Privacy Act 2020 and the Australian Privacy Act 1988 (including the Australian Privacy Principles contained within that Act) (Privacy Acts). In our Privacy Policy we set out how we will handle and manage personal information we collect and/or hold about you.

FEES

The table below outlines a summary of when and how fees will be charged for this service.

Category	Description	Amount
Administration and custody fee	We will charge a fee for the administration of portfolios and safekeeping assets we hold in custody on your behalf. This fee is a percentage of the value of the assets under administration.	The administration and custody fee will be agreed with you. It will be a percentage per annum of the value of the assets held in custody.
Management fee	If agreed ongoing portfolio management is part of your service, we will charge an additional fee for this. The fee is a percentage of the value of the assets under administration.	The portfolio management fee will be agreed with you. It will be a percentage per annum of the value of the assets held in the portfolio, plus GST.
Brokerage fee	We will charge a brokerage or commission fee on secondary market transactions that we arrange on your behalf, plus any applicable market trade fees and any agency transaction and settlement fees for offshore market trades.	Applied on a per transaction basis, based on the rate agreed with you before the transaction is initiated. Brokerage is paid at the time the transaction is settled.
Minimum brokerage fees	We will charge minimum brokerage fees in the relevant trading exchange currency for the transactions.	Minimum brokerage fees, being “50” as an amount in the relevant trading exchange currency (e.g., NZD50, AUD50, GBP50, USD50).
Funds on call	We may charge a margin on the rate of interest paid to you on money held on your behalf in the cash management account(s) within your portfolio.	Margin: the rate of interest we pay to you less the rate of interest we receive from time to time. The smaller the amount deposited, the lower the rate of interest that is paid (e.g., the lowest rate paid to clients might be 1.25% pa gross and the highest 3% pa gross on the amount deposited).
Funds on term deposit	We may charge a margin on the interest paid to you on money so held or arranged on your behalf on term deposit.	Margin: a minimum of $40 and may be applied as either a basis points charge or as a set flat fee (e.g., the brokerage charge on a $25,000 deposit might be a minimum of $50).
Break fees	Break fees may be charged if you wish to withdraw funds on term deposit before the maturity date, and early withdrawal is approved by the deposit taker.	Minimum amount stipulated by the bank deposit taker of at least $100.
Individual action fees	We will charge individual action fees that relate to transfers of stock into and out of the custodial service, and bank charges.	The relevant custodial market transfer and bank fees will apply on termination of service. Individual action fees are payable when due and deducted from available funds on your account.
Foreign exchange	We will charge a margin on the exchange rate applied in respect of any trade and non-trade related transactions involving the conversion of currencies will be after we take a margin on the exchange rate by deduction of basis points.	Margin: the exchange rate at which we undertake the exchange transaction as advised to you less the exchange rate charged to us or we apply to a transaction. As a guide, a minimum of 25 basis points may be applied as a margin although the amount may be higher (e.g., 45 basis points) depending on the currency and amount involved.

Further details of potential transaction charges are outlined in the Fee Schedule. Fees may be changed on written notice to you in accordance with our Terms and Conditions. We will also give you regular information showing the fees and expenses actually charged.

CONFLICTS OF INTEREST AND COMMISSIONS OR OTHER INCENTIVES

A conflict of interest may arise where the interests of Jarden or any of our advisers may be perceived to materially influence our advice.

The table below outlines potential conflicts of interests that may arise (these are also outlined in section 5 of the Service Disclosure Statement - Jarden’s conflicts of interest):

Potential conflict	Description
Jarden Securities Limited (JSL)	JSL is a subsidiary of Jarden Group Limited, which has an investment in FirstCape Group Limited , the ultimate parent company of Jarden Wealth Limited. We will consider investment opportunities in different investment products when providing the DIMS. The investments will be appropriate for the investment strategy agreed with you. Investments in your portfolio may include those in shares and debt securities in which JSL may have a role in the offering syndicate. JSL is in the business of investment banking (e.g., mergers and acquisitions (M&A), corporate advisory work, new issues of investment product, secondary offerings and placements and other transactions) with companies whose securities in which Jarden may transact and manage in the DIMS. JSL may also trade in investment products as principal for its own account. Our research analysts and JSL research analysts publish investment and economic research that will be used as one of a number of sources of analysis in providing the service to you. JSL acts as a Trading and Clearing Participant for Jarden clients.
Jarden’s other related companies and affiliated persons	We may invest in securities that are issued, or funds that are managed, by a related or associated company of Jarden. Currently these include Harbour Asset Management Limited and PearlFisher Capital Limited. Any such related party will receive fees for their management of these securities or funds. Those fees are either charged on an arms-length basis (as in, they are the same as the fees charged to those investing direct) or alternatively as set out in the applicable documentation. In addition, National Australia Group (NZ) Limited (NAB) is a shareholder in FirstCape Group Limited. We may invest in securities that are issued by NAB (or any of its subsidiaries including BNZ). These related parties may benefit from any investments placed with them.
Fees	JSL and Jarden may be paid fees by the companies and persons either acts for (e.g., brokerage of a percentage of the dollar amount subscribed for by the investor, plus a percentage as a firm allocation fee plus if in a syndicate as a lead manager, a percentage as arranger or a fixed fee amount). In some situations, JSL may also act as underwriter of an issue, which means that the issuer will pay JSL an underwriting fee for the risk taken by JSL in supporting the transaction. The amount of the underwriting fee will vary depending on the risk of the transaction concerned. All of these fees can and do vary by transaction. Investment banking fees for advisory and M&A work will vary by transaction.
Adviser remuneration	The remuneration of Jarden’s advisers is comprised of a fixed salary and a discretionary attribution bonus and additional discretionary bonus, payable at the discretion of Jarden’s Board and Remuneration Committee. Bonuses are discretionary payments. They are not solely based on individual performance and include consideration of the individual’s conduct as well as reference to Jarden’s revenue that is attributable to the specific financial adviser. Bonuses are not influenced by the choices of financial products included in an investor’s portfolio. Jarden Compliance undertakes sample client file inspections from time to time to ensure the advice provided promotes good outcomes for our clients.
Shareholdings in Jarden / FirstCape	Jarden advisers may have an equity interest in the Jarden Group Limited (a related company of Jarden Wealth and Asset Management Holdings Limited, a shareholder of FirstCape Group Limited) or a direct equity interest in FirstCape Group Limited. Any payment of dividends or other distributions to shareholders has no effect on the service provided.

Manage conflicts of interest

Jarden maintains a comprehensive and robust framework of policies and processes to manage conflicts of interest. Conflicts of interest are managed by various means including use of appropriate disclosures, separation of functions, compliance policies and declining to act. Our Remuneration Committee manages employee compensation including any discretionary bonus.

TERMS AND CONDITIONS

Before opening an account with Jarden, please read the Terms and Conditions in full. We provide our services in accordance with these Terms and Conditions.