1. Operation of Woodchester Capital
Woodchester Capital operates as a dealer in fixed income and capital market financial products. The company provides general financial product advice, offering suggestions, recommendations, or advice about, or a recommended portfolio of, fixed income and capital market financial products. When utilising Woodchester Capital's services, clients will be assisted by a representative employed by and acting on behalf of Woodchester Capital. Instructions may be conveyed to the representative via telephone, email, online, facsimile, or post. Woodchester Capital maintains a comprehensive record of clients' investments as well as any written correspondence relating to these investments. These records are available for examination by the client upon request.
When a client of Woodchester Capital acquires a fixed income or capital market equity-based financial product, which is held in custody by Woodchester Capital, the client retains a 100% beneficial interest in that product. Woodchester Capital holds the product as custodian, subject to the client's instructions for its management. For example, if a client instructs Woodchester Capital, as custodian, to sell the product, Woodchester Capital must transfer the product in accordance with the client’s directions.
2. Basis of Dealings with Woodchester Capital
Except when opening a Woodchester Capital Account, dealings with Woodchester Capital will be conducted solely under the terms and conditions set out herein. Woodchester Capital will act upon written, oral, or electronic instructions provided by the client to purchase, rollover, or sell financial products. In many cases, Woodchester Capital will act as the counterparty (i.e., as either the buyer or seller of the product).
Woodchester Capital will also act on the client's instructions to open, make, rollover, redeem, or reinvest term deposit investments. If no written, oral, or electronic instructions are provided regarding an existing term deposit investment, Woodchester Capital will, subject to the policy of the financial product issuer or Authorised Deposit-taking Institution, arrange for the investment to be repaid. In handling term deposit investments, Woodchester Capital acts solely as the client's agent, and does not act as the agent of the product issuers or Authorised Deposit-taking Institutions, nor does it accept responsibility for any payments to be made by them.
3. No Provision of Tax Advice
Income, capital gains, or both arising from financial products may be taxable, even if the income or gain is not realised until a later period. This may have cash flow implications depending on individual circumstances. Woodchester Capital strongly recommends clients seek independent advice from accountants, financial advisors, tax professionals, and legal experts, tailored to their specific objectives, financial situation, or needs, prior to making investment decisions. Woodchester Capital does not provide tax advice and is not registered as a tax agent or tax (financial) advisor, nor are any of its staff or authorised representatives.
4. U.S. Foreign Account Tax Compliance Act (FATCA)
Woodchester Capital is registered as a Reporting Australian Financial Institution under the Intergovernmental Agreement (IGA) between the Australian and U.S. governments in relation to FATCA. To meet its obligations under the IGA, Woodchester Capital will conduct due diligence on clients. Upon request, clients will be required to provide relevant FATCA-related information and documentation.
Woodchester Capital is obligated to report certain information regarding its clients to the Australian Taxation Office (ATO). Generally, information will be reported to the ATO regarding clients who are U.S. citizens or residents, certain U.S. entities, or non-U.S. entities controlled by U.S. citizens or residents. Information will also be reported on any payments made to "Nonparticipating Financial Institutions", as defined in the IGA. Clients who fail to provide requested information or documentation may be reported to the ATO, which will in turn share this information with the U.S. Internal Revenue Service (IRS).
Clients are advised to consult their tax advisors regarding the potential impact of Woodchester Capital's due diligence and reporting obligations under the IGA.
5. Remuneration of Woodchester Capital
Woodchester Capital derives income from eight categories of transactions or services provided to clients:
5.1 Acting as Principal: When instructed to buy or sell financial products, including foreign exchange contracts, Woodchester Capital may act as the counterparty. In such cases, Woodchester Capital derives income from the difference between the purchase and sale prices, including margins that depend on the product’s liquidity, credit rating, size, duration, and settlement risk. Transactions may be settled over-the-counter (OTC) or on an exchange, such as the Australian Securities Exchange (ASX).
5.2 Acting as Broker for Deposit Products and Cash Management Accounts: Woodchester Capital acts as a broker for deposit facilities and cash management accounts offered by Authorised Deposit-taking Institutions (ADIs), earning a margin on interest rates quoted to clients. The bank or financial institution providing the deposit facility is responsible for paying Woodchester Capital the margin, typically 0.25% or less of the yield received on the deposit.
5.3 Acting as Broker for Listed Securities: For financial products listed on exchanges, Woodchester Capital charges brokerage fees for buying or selling on behalf of clients. Fees vary based on transaction size, product type, and service level, typically calculated as a percentage of the total consideration.
5.4 Distributing New Issues or Products: Woodchester Capital acts as a distributor for new financial product issues, arranged either by Woodchester Capital or third parties. In such instances, fees or margins may be paid by the issuer or third party and will be disclosed in the disclosure document, typically ranging from 0.25% to 3.00% of the issue amount.
5.5 Referral Fees: Woodchester Capital may receive fees, margins, commissions, or other benefits from third parties to whom clients are referred, based on subsequent transactions or use of their services. Clients may request specific details of referral remuneration prior to the provision of any financial service.
5.6 Referral Payments: Similarly, Woodchester Capital may pay fees, commissions, or other benefits to a third party who referred the client to Woodchester Capital.
5.7 Foreign Exchange Contracts: For currency conversions, purchases, sales, or corporate actions (e.g., coupon payments), Woodchester Capital may act as the counterparty. The foreign exchange rate provided to clients includes a component to compensate for pre- and post-trade services, processing, settlement, infrastructure, and risk management.
Clients may request details of any form of remuneration derived by Woodchester Capital before receiving financial services.
6. Dispute Resolution
Woodchester Capital is committed to client satisfaction and has established procedures for both internal and external dispute resolution, including membership with an ASIC-approved independent dispute resolution centre. Clients wishing to lodge a complaint regarding the services provided are encouraged to follow these steps:
i Contact their representative to provide details of the complaint.
ii If the complaint is not satisfactorily resolved within three (3) days, clients may contact the Company Secretary at +61 8 6244 2104 or email info@woodchestercapital.com, or submit the complaint in writing to One The Esplanade, Elizabeth Quay, Perth, Western Australia, Australia. Woodchester Capital will endeavour to resolve complaints promptly and fairly.
7. Asset Valuation and Reporting
Woodchester Capital will determine the value of clients' fixed income financial products for the purpose of providing valuation reports. Valuation policies and procedures may be adopted at the company's reasonable discretion to:
i Determine the value of financial products in a client’s account.
ii Calculate applicable fees from time to time.
Valuation of client assets may be conducted using an independent valuation provider employing methodologies such as actual transaction data and relative value analysis. Clients must acknowledge and indemnify Woodchester Capital (for the benefit of the valuation provider) for certain claims or losses related to the use of valuation information.
8. Woodchester Capital Client Trust Account
Woodchester Capital operates client trust accounts for funds received for financial product payments, acquisitions, coupons, and maturities. Interest accrued on these accounts will be retained by Woodchester Capital, unless otherwise agreed between the client and Woodchester Capital. The company may:
8.1 Withdraw funds from trust accounts to facilitate transactions or investments.
8.2 Deposit financial products into designated sub-accounts for custodial purposes.
8.3 Deposit financial products with Authorised Deposit-taking Institutions.
8.4 Deposit financial products in custody pursuant to a client custody agreement.
9. Custodial Services
Woodchester Capital offers custodial services, wherein assets are held securely in designated accounts. Clients must enter into a client custody agreement prior to using custodial services. Beneficial ownership of assets remains with the client at all times, and assets may only be bought, sold, or dealt with upon client instructions.
10. Potential Interests, Associations, or Relationships
Woodchester Capital is a privately owned entity, not owned by any financial institution. Therefore, the company is able to source financial products from a wide range of providers. In interactions with clients, Woodchester Capital may deal in products held on its own account.
11. Anti-Money Laundering & Counter-Terrorism Financing Act 2006 (AML/CTF Act)
Woodchester Capital is obligated to verify client identity under the AML/CTF Act. Documentation required to meet customer identification requirements will be communicated accordingly.
12. Remuneration of Representatives
Woodchester Capital remunerates its representatives with a base salary, supplemented by a performance-based bonus. Bonuses are funded from revenues earned by Woodchester Capital.
13. Professional Indemnity Insurance
Woodchester Capital maintains professional indemnity insurance that meets compensation requirements under section 912B of the Corporations Act 2001 (Cth). The policy provides coverage for civil liability arising from third-party claims involving Woodchester Capital, its employees, or authorised representatives.
14. Terms and Conditions of Engagement
By becoming a client of Woodchester Capital ("the Client"), clients agree to the following terms and conditions, alongside any applicable additional agreements:
• Woodchester Capital Client Account Application Form.
• Client Custody Agreement Terms and Conditions.
• Woodchester Capital Account Application Form.
14.1 The Client acknowledges receipt and review of the Woodchester Capital Financial Services Guide.
14.2 General Advice: Woodchester Capital provides general financial product advice that does not consider the Client's specific objectives, financial situation, or needs. Clients are advised to evaluate the appropriateness of any advice received and consider product disclosure statements prior to making decisions.
14.3 Authorisation to Act: The Client authorises Woodchester Capital to act on written, electronic, or oral instructions concerning the purchase, rollover, sale, redemption, or reinvestment of fixed income products.
14.4 Authorisation on Failure to Provide Instructions: Should the Client fail to provide instructions, Woodchester Capital may arrange for repayment into the Client’s account.
14.5 Payments Responsibility: Woodchester Capital is not responsible for payments made by issuers or Authorised Deposit-taking Institutions.
14.6 Counterparty Transactions: Woodchester Capital may act as the principal in any transaction with the Client.
14.7 Settlement Obligation: The Client must settle purchases or sales by the due date. Failure to do so allows Woodchester Capital to dispose of purchases at the Client's expense.
14.8 Financial Commitments: The Client warrants the ability to meet commitments to Woodchester Capital.
14.9 Joint and Several Liability: Multiple persons as the Client are bound jointly and severally.
14.10 Appropriation of Payments: Woodchester Capital may allocate payments received to reduce money owed by the Client.
14.11 Client Trust Accounts: The Client authorises the withdrawal and deposit of funds as required for transactions.
14.12 No Interest on Trust Accounts: Interest accrued on client funds in trust accounts will be retained by Woodchester Capital.
14.13 Fees and Commissions: Woodchester Capital may retain any fees, commissions, or other benefits arising from transactions conducted.
14.14 Representative Payments: Woodchester Capital may pay its representatives from earnings arising from Client dealings.
14.15 Referral Payments: The Client consents to Woodchester Capital paying referral fees as described herein.
14.16 Correction of Errors: Woodchester Capital reserves the right to correct any issued advice, contract note, or confirmation.
14.17 Notification of Changes: Clients must notify Woodchester Capital within two (2) business days of any change to their personal details.
14.18 Valuation Information: Clients acknowledge use of independent providers for valuations.
14.19 Supplier Liability: Suppliers are not liable for valuation accuracy or completeness.
14.20 Intended Use of Services: Services are intended to aid institutional investors.
14.21 Independent Judgment: Clients must exercise independent judgment in using services and valuations.
14.22 Supplier Liability Waiver: Neither Woodchester Capital nor suppliers are liable for third-party claims.
14.23 Use of Valuation Information: Clients are restricted from disseminating valuation information and must indemnify Woodchester Capital and suppliers from losses related to third-party claims.
14.24 Use of Evaluations: Clients acknowledge the limitations of evaluation methodologies and accept associated responsibilities.
15. Privacy Policy and Collection Statement
Woodchester Capital is committed to protecting clients' privacy and adheres to the Privacy Act 1988 and the Australian Privacy Principles. This policy will be updated periodically, and any amendments will be posted at www.woodchestercapital.com.
16. Information Collection
Woodchester Capital collects personal information, including but not limited to name, contact details, tax file number, transaction details, and banking information.
17. Consequences of Non-Provision
Failure to provide sufficient personal information may prevent Woodchester Capital from:
• Acting upon instructions.
• Ensuring financial products or funds are transferred to the client.
• Providing requested information.
18. Correcting and Updating Information
Clients may contact Woodchester Capital to update or correct personal information. Complaints will be acknowledged within three (3) business days.
19. Use of Personal Information
Woodchester Capital collects information for the purpose of providing financial services and may use such information to fulfil client instructions.
20. Disclosure of Information
Personal information will not be disclosed to third parties without consent. Aggregate non-identifiable information may be shared with business partners.
21. Information Security
Woodchester Capital has implemented physical, electronic, and procedural safeguards to protect client information.
22. Access to Information
Clients may request access to personal information held by Woodchester Capital. Contact details are provided for assistance with corrections or updates.