2 NOVEMBER 2006

NEW ZEALAND GAZETTE, No. 126

3705

Clause 3. Authorisation

(1) The company is authorised to carry on the business of dealing in specified futures contracts.

(2) The authorisation only applies to specified futures contracts to which the company is, or intends to be, a party.

(3) The authorisation is subject to the conditions that:

(a) the company does not enter into specified futures contracts with any person other than a person who has entered into a written agreement with the company, and then only in accordance with the terms of that agreement;

(b) the company is licensed as an Australian Financial Services Licensee under the Corporations Act and holds an AFS Licence which authorises the company to advise retail and wholesale clients on, and deal with or on behalf of retail and wholesale clients in, specified futures contracts;

(c) the company notifies the Commission if the company’s AFS Licence is varied or revoked and notifies the Commission of any regulatory action taken by ASIC in relation to the company’s AFS Licence;

(d) the company is a full participant of SFE and a participant of ASX;

(e) there is a product disclosure statement relating to the specified futures contracts at the time that the specified futures contracts are made available to New Zealand investors, or the company gives advice or assistance to, or induces or attempts to induce, New Zealand investors in relation to the acquisition or disposal of any specified futures contract;

(f) before the company enters into a specified futures contract with any person, that person has received copies of the following:

(i) a product disclosure statement relating to that specified futures contract;

(ii) every supplementary product disclosure statement relating to that specified futures contract in use at the time of the entry by the company into the specified futures contract; and

(iii) an investment broker disclosure document including the information listed in section 3 of the Investment Advisers (Disclosure) Act 1996;

(g) no employee, director or agent of the company may give investment advice to any client unless that director, employee or agent has first provided investment adviser disclosure to that client in terms of the Investment Advisers (Disclosure) Act 1996, including the request disclosure under section 4 of the Act;

(h) any company document that states the company has been authorised by the Securities Commission to carry on the business of dealing in futures contracts includes a statement to the effect that:

(i) the Securities Commission’s role in authorising futures dealers is limited and does not imply approval or endorsement of the business, trading or solvency of the company; and

(ii) the Securities Commission has not approved any agreements or any disclosure documents of the company;

(i) the company maintains proper records:

(i) to record dealings in respect of specified futures contracts with clients;

(ii) to record client money, funds and property held or received in connection with dealings in specified futures contracts; and

(iii) which are audited or reviewed, and reported on, in accordance with the Regulations;

(j) the company provides the Commission with a copy of the company’s audited financial statements no later than three months after the end of each financial year for the company;

(k) the company maintains adequate professional indemnity insurance for its business at all times;

(l) the company immediately notifies the Securities Commission in writing of any of the following events:

(i) the insolvency of the company or the bankruptcy of any of its directors or senior management;

(ii) if the company, or any of its directors or senior management, is convicted of an indictable offence;

(iii) where a receiver, provisional liquidator, liquidator or a similar officer is appointed, or any resolution is passed or order made for the winding up or dissolution of the company;

(iv) any regulatory action taken against the company, or any of its directors or senior management whether in New Zealand or elsewhere; and

(v) if any director or member of the senior management leaves the company or if any new director or member of senior management is appointed to the company;

(m) the company maintains at all times an external dispute resolution scheme that is available to its New Zealand clients who are members of the public;

(n) the product disclosure statement for the specified futures contracts to be entered into by the company is accompanied by statements or information to the following effect under the heading "Important Information for New Zealand Investors":

(i) the name and address of the company (unless the information is provided in the product disclosure statement);

(ii) that the company may not be subject in all respects to New Zealand law;

(iii) information describing how returns to New Zealand investors are likely to be affected by New Zealand taxation rules and how, as a result, any returns to New Zealand investors may differ from the returns for Australian investors described in the product disclosure statement;

(iv) that, despite the information provided under paragraph (iii), investors should satisfy themselves as to the tax implications of entering into the specified futures contracts;

(v) that entry into the specified futures contracts may carry with it a currency exchange risk;

(vi) that the financial reporting requirements applying in New Zealand and those applying in respect of the company may be different, and the financial statements of the company may not be compatible in all respects with financial statements prepared in accordance with New Zealand law; and

(vii) information or statements to the following effect under the heading "Agreement as to Jurisdiction":

A that, in respect of a dispute concerning the specified futures contracts, the company: