ARTICLE 16

Limitation on Benefits

1. A person (other than an individual) which is a resident of a Contracting State shall not be entitled under this Convention to relief from taxation in the other Contracting State unless:

(a) more than 75 percent of the beneficial interest in such person (or in the case of a company, more than 75 percent of the number of shares of each class of the company's shares) is owned, directly or indirectly, by any combination of one or more of:

(i) individuals who are residents of the United States;

(ii) citizens of the United States; (iii) individuals who are residents of New Zealand; (iv) companies as described in subparagraph (b); and (v) the Contracting States; or (b) it is a company in whose principal class of shares there is substantial and regular trading on a recognized stock exchange; or

(c) the establishment, acquisition and maintenance of such person and the conduct of its operations did not have as a principal purpose the purpose of obtaining benefits under the Convention.

2. For the purposes of paragraph l (b), the term “a recognized stock exchange” means:

(a) the NASDAQ System owned by the National Association of Securities Dealers, Inc. and any stock exchange registered with the Securities and Exchange Commission as a national securities exchange for the purposes of the Securities Exchange Act of 1934; and

(b) the New Zealand Stock Exchange; and (c) any other stock exchange agreed upon by the competent authorities of the Contracting States.

3. Where

(a) income derived by a trustee is to be treated for the purposes of the Convention as income of a resident of a Contracting State; and

(b) the trustee derived the income in connection with a scheme a principal purpose of which was to obtain a benefit under the Convention; then, notwithstanding any other provision of the Convention, the Convention does not apply in relation to that income.

4. Before a resident of a Contracting State is denied relief from taxation in the other Contracting State by reason of this Article the competent authorities of the Contracting States shall consult each other.