4234 NEW ZEALAND GAZETTE, No. 147 29 SEPTEMBER 2011

(i) exercises the care, diligence and skill that a reasonable adviser would exercise in the same circumstances;

(ii) has the competence, knowledge and skills to provide advice or discretionary investment management services to that client, and in respect of that product;

(iii) acts in the best interests of the client;

(iv) ensures that the client has sufficient information, in a form which enables the client to understand that information, to make an informed decision;

(v) ensures that the client understands whether or not any advice given takes into account the personal circumstances of the client; and

(vi) does not act in any way, or make any omission, which would bring the financial services profession, or any part of it, into disrepute;

(i) the Company has an appropriate compliance manual, and a copy of which has been lodged with the Financial Markets Authority;

(j) the Company has appointed a compliance reporter and entered into agreed upon procedures engagement terms with that compliance reporter, a copy of which has been lodged with the Financial Markets Authority;

(k) the agreed upon procedures engagement terms provide for (without limitation):

(i) the Company to provide the compliance reporter, within 10 days of the end of each month, a completed monthly internal compliance report and monthly financial statements in the form approved by the Financial Markets Authority that have been certified as true and correct by the directors;

(ii) the compliance reporter to notify the Financial Markets Authority if the monthly report is not provided to it within the timeframe required by subparagraph (i) above, or shows non-compliance with any term of this authorisation, or any other adverse matter;

(iii) the review of, and reporting on, the dealing practices and systems of the Company against the practices and procedures set out in the Company’s compliance manual by the compliance reporter (including on-site inspections of the Company’s records and procedures), such review and reporting to be undertaken at least once in every six months;

(iv) a copy of the compliance reporter’s semi-annual reports to be sent to the Financial Markets Authority by the compliance reporter; and

(v) the compliance reporter to give notice to the Financial Markets Authority before, or immediately upon, it resigning or retiring from its position as compliance reporter;

(l) the Company maintains adequate professional indemnity insurance for its business at all times;

(m) the Company must at all times be able to pay its debts as they become due in the normal course of business;

(n) the Company must at all times maintain net tangible assets of $50,000.00;

(o) the Company maintains proper accounting records, which are adequate to explain all transactions entered into by the Company and to enable the Company to prepare financial statements in accordance with generally acceptable accounting practice;

(p) the Company’s financial statements are prepared in accordance with generally accepted accounting practice and are audited at least once a year by a qualified auditor under the Financial Reporting Act 1993;

(q) the Company sends a copy of its audited financial statements to the Financial Markets Authority not more than three months after the end of each financial year;

(r) the Company maintains proper records of dealing in futures contracts on behalf of clients, including the nature of any advice given to a client;

(s) the Company keeps its business records, including those referred to in clauses 3(2)(o) and (r), up to date, and in a form which enables those records to be made available for inspection by the Financial Markets Authority or the compliance reporter promptly on request; and

(t) the Company immediately notifies the Financial Markets Authority in writing of any material matter concerning the Company’s authorisation as a futures dealer, including the following events:

(i) the insolvency of the Company or the bankruptcy of any of its directors;

(ii) where the Company has failed to comply, or believes it will fail to comply, with the financial requirements set out in clause 3(2)(m) or (n);

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

(iv) if the Company, or any of its directors, is convicted of an indictable offence;

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

(vi) if there is any material change to the nature of the business activities undertaken by the Company;

(vii) if there is any change to the shareholding, or ultimate beneficial ownership, of the Company; and

(viii) 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.

Dated at Wellington this 27th day of September 2011.

ELAINE CAMPBELL, Head of Compliance Monitoring, Financial Markets Authority.