2014-11-20 Noosa Biosphere Management Arrangements - Trust Deed - Attachment 1

        (o)       do all other things incidental to the exercise of the Trustee’s powers under this deed.

9.3     Powers are supplementary

        The powers and discretions in clause 9.2 are to be treated as supplementary or additional to the
        powers vested in trustees by law.


10      Liability for breaches of trust

        The Trustee, and any officer, agent or employee of the Trustee, where purporting to act in the
        exercise of the trusts and powers of this deed, is:

        (a)       not liable for any loss or liability; and

        (b)       entitled to be indemnified from the Trust Fund in respect of any loss or liability,

        unless the loss or liability is attributable to:

        (c)       the dishonesty of the Trustee, or an officer, agent or employee of the Trustee;

        (d)       gross negligence or recklessness of the Trustee, or an officer, agent or employee of the
                  Trustee; or

        (e)       a deliberate act or omission known by the Trustee, or an officer, agent or employee of
                  the Trustee to be a breach of trust.


11      Indemnity of Trustee from Trust Fund

        Subject to clause 10, the Trustee is entitled to be indemnified out of the Trust Fund in respect of:

        (a)       all costs and expenses incurred by the Trustee relating to:

                  (i)      entering into this deed or any deed amending this deed;

                  (ii)     establishing, operating, administering, amending, terminating and winding up the
                           Trust; or

                  (iii)    otherwise in respect of the Trust and all matters incidental to the Trust; and

        (b)       all liability incurred (including liability for income tax and any other taxes and all fines and
                  penalties payable in respect of those taxes) and acts and things done in connection with
                  or resulting from the matters referred to in clause 11(a) including, but not limited to, the
                  Trustee performing its duties and exercising its powers, rights and discretions under this
                  deed.


12      Books of account and receipts

12.1    Trustee to keep accounts

        The Trustee must keep or cause to be kept proper accounts in respect of all receipts and
        payments on account of the Trust Fund and of all dealings connected with the Trust Fund.




30672865v4    |     Noosa Biosphere Reserve Trust                                                               10