NEW ZEALAND GAZETTE, No. 4 — 20 JANUARY 2016

15 FEES

15.1 A Promoter must pay the fees prescribed from time to time by the Board for the processing of an application for Authorised Syndicator Status and for the review of a Disclosure Statement.

15.2 All fees must be paid at the time application for Authorised Syndicator status is made or when a Disclosure Statement is lodged for review.

15.3 Until fees are paid, an application for Authorised Syndicator Status will not be referred to the Board for consideration.

15.4 New Zealand Thoroughbred Racing Inc. is entitled to charge a Promoter interest, calculated 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 Every Promoter must ensure that complete and proper records are kept of the affairs and activities of each Bloodstock Syndicate or Bloodstock Company whose Shares were offered to the public under this Code of Practice including (but not limited to) any specific records that are required by this Code of Practice.

16.2 Every Promoter must on request make available to the Chief Executive all records and other information held by it or any Manager in relation to any Bloodstock Syndicate or Bloodstock Company if its Shares were offered to the public under this Code of Practice.

16.3 Accounting records

(a) Every Bloodstock Reporting Entity must ensure that there are kept at all times accounting records that record the transactions of the Bloodstock Reporting Entity that will enable the preparation and audit, if required, of its Financial Statements.

(b) The accounting records required to be kept by this clause 16.3 must be kept:

(i) at a place that will conveniently enable the preparation, audit (if required) and inspection of the accounting records in accordance with this Code of Practice; and

(ii) in written form and in English or in a form or manner in which they are easily accessible and convertible into written form in English.

(c) Accounting records kept under this clause, or copies of them, must be retained by the Bloodstock Reporting Entity for a period of at least seven years after the later of:

(i) the date the records are made;

(ii) the date of completion of the transaction to which the records relate; or

(iii) the date required by, or that may be required by, the Tax Administration Act 1994, if applicable.

(d) Every Bloodstock Reporting Entity must make its accounting records available at all reasonable times for inspection without charge, by:

(i) the Chief Executive; and

(ii) any other persons authorised or permitted by Statute or by this Code of Practice to inspect the accounting records.

(e) Every Promoter to which clause 6.4 applies shall keep the supporting invoices or other evidence for costs invoiced in accordance with clause 6.4(c) at a place, in a form and for the period that accounting records are required to be kept under this clause 16.3.

17 COSTS

New Zealand Thoroughbred Racing Inc. must be reimbursed by Promoters in respect of all reasonable costs and expenses incurred by it in the proper exercise of the powers set out in clause 8 of this Code of Practice.

18 MANAGEMENT

18.1 The Promoter or Manager of a Bloodstock Syndicate or the directors of a Bloodstock Company may, if authorised by the Bloodstock Syndicate or the Bloodstock Company, (as the case may be), delegate all or any of the management obligations relating to the Bloodstock Syndicate or Bloodstock Company. Notwithstanding any such delegation the Promoter or Manager or the directors (as the case may be) remain responsible for the performance of their management obligations in respect of the relevant Bloodstock Company or Bloodstock Syndicate.

18.2 The Manager of a Bloodstock Syndicate/the Directors of a Bloodstock Company must keep Participants/Shareholders fully informed of the activities of the Bloodstock Syndicate/Bloodstock Company, as the case may be. At no more than six monthly intervals, each Participant/Shareholder must be provided with a written report of the activities of the Bloodstock Syndicate/Bloodstock Company however where the Bloodstock Syndicate/Bloodstock Company has Bloodstock racing or to be raced such reports are to be issued