406 NEW ZEALAND GAZETTE No. 18

(iii) the percentage increase in the value of TradeCo’s net assets for the relevant year is negative;

(iv) the value of TradeCo’s net assets is less than the value of the net assets of TradeCo as at the Issue Date (such net assets being adjusted to account for Investors who have elected for early settlement).

Provided further that the aggregate FundCo Variable Payments made on a particular anniversary of Issue Date shall not exceed the TradeCo Variable Payment made to FundCo on that date;

(f) An Investor may call for early settlement of the FundCo Agreement upon giving 12 business days written notice. However an early settlement charge will be deductible from the amount otherwise payable to an Investor. The charges will be equal to the aggregate of:

(i) the early settlement charges imposed upon FundCo in relation to early settlement of a proportion of the TradeCo Agreement; and

(ii) early settlement charges imposed on FundCo in relation to early settlement of an amount of the Deposit—

in each case where those early settlement charges are incurred by FundCo for the purposes of enabling it to redeem Notes held by that particular Investor.

(g) Early settlement of the FundCo Agreement may also occur upon the occurrence of an event of default. No early settlement charge may be required in that event;

(h) BNZ shall publish the ‘total asset value’ attributable to each FundCo Agreement on a monthly basis. The total asset value attributable to each FundCo Agreement will be equal to the Market Value of each FundCo Agreement;

(i) the FundCo Agreement will be transferable by transfer of the Notes representing it.

Deposit

3.7 Parties: FundCo

BNZ

3.8 The terms of the Deposit are:

(a) The Deposit is to be for a term of 10 years equal to the term of the FundCo Agreements;

(b) the Deposit will yield on the Settlement Date the aggregate amount paid to FundCo by all Investors (other than those Investors who have elected for early settlement) on the Issue Date, plus a fixed percentage of this amount (such percentage to be set prior to Issue Date).

3.9 FundCo may call for early settlement of a proportion of an amount of the Deposit upon notice to BNZ, provided that in the event of early settlement, an early settlement charge will be deductible from the amount otherwise payable to FundCo and such early settlement charges will be as determined by BNZ.

TradeCo Agreement

3.10 Parties: FundCo

TradeCo

3.11 TradeCo will enter into the TradeCo Agreement with FundCo. The TradeCo Agreement will provide that TradeCo agrees to sell all of its assets, with settlement to occur at a stated time after the date of entry into the TradeCo Agreement.

3.12 The principal terms of the TradeCo Agreement will be that:

(a) on payment of the purchase price, FundCo will receive rights to purchase all of TradeCo’s assets;

(b) settlement of the TradeCo Agreement will take place on the Settlement Date;

(c) instead of a transfer of the actual assets held by TradeCo on the Settlement Date, TradeCo shall pay to FundCo an amount in cash equal to the value of the assets purchased under the TradeCo Agreement, in satisfaction of TradeCo’s settlement obligations;

(d) TradeCo will make TradeCo Variable Payments to FundCo on each anniversary of the Issue Date until the Settlement Date. A TradeCo Variable Payment will:

(i) on the first anniversary of the Issue Date be equal to 25 percent of the increase in the value of the TradeCo Agreement during the 12 month period prior to the relevant TradeCo Variable Payment being made (such increase being adjusted for any payments made to FundCo on early settlement of a proportion of the TradeCo Agreement); and

(ii) on every other anniversary of the Issue Date, be equal to 25 percent of the extent to which the value of the TradeCo Agreement prior to making the TradeCo Variable Payment, as at the date of that anniversary, exceeds the previous highest value of the TradeCo Agreement prior to the making of the relevant TradeCo Variable Payment (such increase being adjusted for any payments made to FundCo on early settlement of a proportion of the TradeCo Agreement);

Provided that no TradeCo Variable Payment is to be made on any such anniversary day if:

(iii) the percentage increase in the value of TradeCo’s net assets for the relevant year is negative;

(iv) the value of TradeCo’s net assets is less than the value of the net assets of TradeCo as at the Issue Date (such net assets to be adjusted to account for Investors who have elected for early settlement under the FundCo Agreements);

Provided further that a TradeCo Variable Payment shall only be made to the extent that it can be made without reducing the net assets of TradeCo below the value of TradeCo’s net assets as at Issue Date (such net assets to be adjusted to account for Investors who have elected for early settlement under the FundCo Agreements);

(e) FundCo may call for early settlement of a proportion of the TradeCo Agreement upon giving 10 days written notice (enabling FundCo to satisfy its obligations to an Investor on such an Investor calling for early settlement of a FundCo Agreement) provided that in the event of early settlement an early settlement charge will be deductible from the amount otherwise payable to FundCo. The charges will be as follows:

(i) 5 percent of the amount otherwise payable by FundCo to an Investor where early settlement occurs prior to the first anniversary of the Issue Date;

(ii) 4 percent of the amount otherwise payable by FundCo to an Investor where early settlement occurs prior to the second anniversary of the Issue Date;

(iii) 3 percent of the amount otherwise payable by FundCo to an Investor where early settlement occurs prior to the third anniversary of the Issue Date;

(iv) 2 percent of the amount otherwise payable by FundCo to an Investor where early settlement occurs prior to the fourth anniversary of the Issue Date;

(v) 1 percent of the amount otherwise payable by FundCo to an Investor where early settlement occurs prior to the fifth anniversary of the Issue Date.

Provided further that if TradeCo has insufficient assets from which it is able to deduct such a penalty, the shortfall between TradeCo’s assets (if any) and the penalty will be payable by FundCo to TradeCo;