WAV/RULE: NZXR: GSJA - Waiver from NZX Participant Rule 11.16.1

4 Aug 2010 11:16 am

NZXR 04/08/2010 WAV/RULE

REL: 1116 HRS NZX Regulation

WAV/RULE: NZXR: GSJA - Waiver from NZX Participant Rule 11.16.1

4 August 2010

NZX Market Supervision Decision Goldman Sachs & Partners New Zealand Limited Waiver from NZX Participant Rule 11.16.1

Background 1. Goldman Sachs & Partners New Zealand Limited ("GSJA") is an NZX Trading and Advising Firm and a Delivery and Settlement Participant under the NZX Participant Rules ("Rules"). 2. JBWere (NZ) Pty Limited ("JBWA") is an NZX Advising Firm under the Rules. 3. JBWA has entered into a Trading Agreement with GSJA, under which GSJA conducts trading activity and delivery and settlement for Trades on JBWA's behalf. 4. Capitalised terms which are not defined in this waiver have the same meanings given to them in the Rules.

Application 5. GSJA is seeking a waiver from the requirement in Rule 11.16.1 to provide written contract notes in relation to transactions conducted on behalf of JBWA on the NZDX. 6. In support of its application, GSJA submits: a. GSJA intends to terminate its existing arrangement whereby it seconds JBWA employees to GSJA for the sole purpose of entering JBWA's Debt Security Orders on the NZDX. Going forward, GSJA proposes that all such NZDX Orders are entered on the NZDX by GSJA's existing operators; b. Under the proposed structure, GSJA will continue to have no direct relationship with the underlying clients of JBWA who trade in Debt Securities. JBWA will be a client of GSJA in relation to the NZDX Orders it wishes GSJA to execute on its behalf on the NZDX. GSJA will not be aware whether JBWA's Debt Security Orders on the NZDX relate to its own Trading or Trading on behalf of its underlying clients; c. GSJA will provide confirmation to JBWA of Trades resulting from NZDX Orders received from JBWA, confirming the volume and price of the respective Trades; d. JBWA has represented to GSJA that it will provide contract notes to its end client where the NZDX Order relates to an instruction received from its underlying clients; and e. In respect of JBWA's trading, it is a sophisticated investor, fully aware of GSJA's standard contract note information and market practices. GSJA believes reiterating the same information for each and every contract note with JBWA is simply not necessary in light of its status.

Relevant Participant Rules 7. Participant Rule 11.16.1 provides that: "Each transaction effected by a Client Advising Participant on behalf of its clients shall be evidenced by the Client Advising Participant despatching a written contract note ... no later than the day following the completion of that client's instruction, if that client is an Institutional Client, or no later than the day following that Client Advising Participant executing part or all of that client's instruction, if that client is a Retail Client..."

Decision 8. Based on the information provided by GSJA being complete and accurate in all respects, NZX Market Supervision ("NZXMS") hereby grants GSJA a waiver from Rule 11.16.1 in relation to transactions conducted on behalf of JBWA on the NZDX. 9. This waiver is granted on the condition that GSJA will provide JBWA with confirmation of all Trades resulting from NZDX Orders received from JBWA, confirming the volume and price of the respective Trades. 10. This waiver is granted until GJSA's Trading Agreement with JBWA is no longer in place, or until revoked by NZXMS, whichever comes first.

Reasons 11. In coming to its decision to grant the waiver, NZXMS has considered that: a. GSJA has no direct relationships with the underlying clients of JBWA;

b. All clients of JBWA will continue to receive contract notes from JBWA in relation to Trading on the NZDX, which will meet the requirements of Rule 11.16.1; and c. JBWA has been consulted and has agreed not to receive contract notes from GSJA in relation to its trading on the NZDX.

Publication 12. This waiver will be published in full.

ENDS. End CA:00198000 For:NZXR Type:WAV/RULE Time:2010-08-04:11:16:26

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