3472 NEW ZEALAND GAZETTE, No. 144 30 SEPTEMBER 2009

12.3 Copies of the financial statements, accounts and auditor’s report, and the written report referred to in clause 12.2(b) of this Code, must be sent to the Chief Executive within 30 days of the issue thereof.

13 NOTIFICATION OF MEMBERS OF SYNDICATE

13.1 In addition to complying with sections 51 and 52 of the Securities Act 1978 a Syndicate Promoter must notify the Chief Executive of the names and addresses of investors within 30 days of the issued capital of a Syndicate or Bloodstock Company being subscribed. A copy of the page of form COP 4 which is to be signed by and witnessed in respect of each investor must be provided to the Chief Executive with that notification.

13.2 Changes of investors and their addresses shall be notified to the Chief Executive within 30 days of any change occurring. Notification of each change of investor must be accompanied with a copy of the covenant (on form COP 14), duly and properly executed by that investor, undertaking not to consent or agree to any alteration to the deed or agreement under which the Syndicate or Partnership is constituted or the Memorandum or Articles of Association or Constitution of the Bloodstock Company without the consent of the Board.

14 NOTIFICATION OF PRIVATE SYNDICATIONS AND BLOODSTOCK COMPANIES

14.1 A Syndicate Promoter who has Authorised Syndicator status must notify Thoroughbred Racing within 60 days of completing a private Syndication or Bloodstock Company offer of the following:

(a) Name, capital and number of shares of the Syndicate or Bloodstock Company.

(b) If a Syndicate, the term of the Syndicate.

(c) Names and addresses of members of the Syndicate or Bloodstock Company.

(d) Bloodstock owned or leased by the Syndicate or Bloodstock Company.

15 FEES

15.1 A Syndicate Promoter shall pay the fees prescribed from time to time by the Board for the processing of an application for Authorised Syndicator status and for the processing of a Disclosure Statement. The fees applicable for Amateur Syndicator Status shall be as prescribed from time to time by the Board.

15.2 All fees shall be paid at the time application for Authorised or Amateur Syndicator status or for approval of a Disclosure Statement is made.

15.3 Until fees are paid, the application shall not be referred to the Board for consideration.

15.4 Thoroughbred Racing shall be entitled to charge a Syndicate Promoter interest on a daily basis on overdue fees at the rate of 5% above the base lending rate of the ANZ Banking Group (New Zealand) Limited as at the commencement of each 30-day period fees are overdue.

16 RECORDS

16.1 The Syndicate Promoter shall ensure that complete and proper records are kept of the affairs of each Syndicate or Bloodstock Company operated under this Code of Practice including (but not limited to) any specific records that are required by this Code of Practice.

16.2 The Syndicate Promoter shall on request make available to the Chief Executive all records and other information held by it or any manager in relation to any Syndicate or Bloodstock Company.

17 COSTS

17.1 Thoroughbred Racing shall be reimbursed by Syndicate Promoters in respect of all reasonable costs and expenses incurred by it in the proper exercise of the powers set forth in clause 8 of this Code of Practice.

18 MANAGEMENT

18.1 A Syndicate Promoter may delegate all or any of the management responsibilities of a Syndicate or Bloodstock Company. However, the Syndicate Promoter shall remain primarily responsible for the management of the Syndicate or Bloodstock Company.

18.2 The bloodstock of a Syndicate or Bloodstock company shall be managed and cared for in accordance with good industry practice.