New AFSL and Responsible Entity business and appointment of compliance consultant.
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Update : Launching October 2015
The Merkin Group announces our newly formed joint venture AFSL and Responsible Entity which will, with a heavy weighting on wholesale, sophisticated, high net worth, professional and exempt investors :
- authorise the expansion of BoxRED’s current unlicensed activities into regulated and licensed corporate and investment banking activities in Australia and Hong Kong,
- authorise the licensed activities of our new SMA and MDA joint venture in Hong Kong (details to be announced) ,
- authorise and expand the scope of the licensed activities of our other partner’s SMA entities into personal advice and MDA,
- authorise and act as the Responsible Entity and or act as Trustee for our new actvities planned with our various partners, and
- if so agreed, selectively authorise and / or act as the Responsible Entity and or act as Trustee for third parties.
Helen Fielder has been engaged by The Merkin Group as a risk management and compliance consultant. Handling group Australian Financial Services License applications and ongoing compliance thereof by establishment and monitoring of all policies,procedures and protocols Helen will chair our Compliance Committees and act as one of our Responsible Managers and brings a wealth of experience and core competencies to our regulated and licensed subsidiaries normally not inherent in ventures of our scale .
Helen who is Principal of the Corporate Compliance Group will act as a consultant, future Responsible Manager (upon granting of AFSL) and Chair of Compliance Committee in our newly formed joint venture AFSL and Responsible Entity.
Helen is compliance lawyer of 20 years experience who has chaired or sat on compliance committees or been engaged at Merrill Lynch, UBS and Ord Minnett (investment banks); MDS Financial Group Ltd (MWS:ASX) TraderDealer Online and D2MX (stockbrokers); McGrath Nicol, WHK, Saltbush Capital Markets (accounting/advisory firms); NSX (stock exchange) where she chaired listing and compliance committee for 5 years CXN:ASX (ASX listed) , AgriWealth Capital Limited (MIS) chaired compliance committee for 3 years and Hawkesbury Advisors Pty Ltd (hedge fund).
A lawyer by profession, Helen started her career in banking law at Freehills in Melbourne and then moved into corporate as a senior associate at Norton Rose Fulbright (Weigall & Crowther) where she completed a masters of law at The University of Melbourne where she specialised in financial services and completed a minor thesis on financial advice – The Suitability Rule: A comparative analysis of section 851 of the Corporations Law.
With a strong interest in the financial services industry Helen moved into compliance, first at Citigroup (County Natwest Securities) as Legal and Compliance Manager and then as Head of Compliance at Bankers Trust Investment Bank. In 1998 Helen established The Corporate Compliance Group Pty Ltd, her own compliance consulting business, where she was immediately successful in attracting clients from the investment banking industry, stockbrokers, stock exchanges, corporates, accounting firms and regulators. She has been a contributor and speaker on compliance related issues.
To complement the consultancy role, in 2006 Helen commenced working part-time for law firms, initially with Corrs Chambers Westgarth in corporate providing corporate governance advice to clients and drafting corporate precedents for the firm and, more recently, with Norton Rose Fulbright, in the drafting of banking documents and practice notes, providing client and in-house advice on the new Personal Property Securities Act. As Helen has moved to Brisbane and the Sunshine Coast she continues in this supportive role in both corporate and banking at Redchip Lawyers.In addition, to keep abreast of changes in the banking industry Helen continues to draft precedents for Lexis Nexis.
Leon Hinde and Sean Rothsey have formed a joint venture Advisor Plus Pty Ltd which was granted a conditional AFSL in October 2015 – moving to unconditional in November 2015. This AFSL will be extended in 2016.
An Australian Financial Services Licence (AFSL) is a licence for any Australian businesses involved in the provision of financial services. It is issued by the Australian Securities and Investments Commission (ASIC) as required by the Corporations Act 2001.
A Responsible Entity has the dual role of trustee and manager of an investment scheme, and must be appointed if an investment scheme needs to be registered.
A responsible entity is a peculiarly Australian invention designed to replace the manager/trustee in managed investment schemes. It was created by the Managed Investments Act 1998, which made significant amendments to the prescribed interest provisions contained in the Australian Corporations Act.
The new arrangements replaced the relatively well known formula used in most common law jurisdictions of a two-tiered trustee/management company regime with a single responsible entity. The responsible entity holds scheme property on trust for scheme members. The responsible entity has power to appoint an agent to do anything that it is authorised to do in connection with a scheme. This may include the appointment of a custodian to hold scheme property on behalf of the responsible entity.
Since November 1999 the Australian takeover scheme regulations were extended to listed schemes and the takeovers provisions and compulsory acquisitions provisions apply.
The Responsible Entity must be an Australian public company, with certain levels of net tangible assets, depending on the value of the scheme’s assets. The Responsible Entity must hold an Australian Financial Services Licence.
When acting on behalf of an investment scheme, the Responsible entity must:
- Act honestly
- Exercise a reasonable degree of care and diligence
- Act in the best interest of members of the investment scheme
- Treat all investment scheme members equally
- A Responsible Entity can either be owned by the same group as the fund manager, i.e. an “internal” responsible entity, or alternatively be run separate to the fund manager, i.e. an “external” responsible entity. Where the Responsible Entity is external, the Responsible Entity, on behalf of the investment scheme, typically enters into a management agreement with the fund manager