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

15      Amending this deed

15.1    Power to amend, vary or revoke

        The Trustee may by deed revoke, add to or vary any of the trusts, powers and provisions set out
        in this deed.

15.2    Limitations on power to amend, vary or revoke

        Despite clause 15.1, any revocation of, addition to or variation of this deed must not without the
        consent of the Commissioner have the effect that:

        (a)       the Trust Purposes would be altered in any way;

        (b)       the Trustee would be authorised to invest money of the Trust Fund other than in a
                  manner in which the Trustee is permitted to invest under the laws of Australia or of any
                  State or Territory of Australia; or

        (c)       the Trust would fail for any reason.


16      Trustee’s remuneration

        Subject to clause 5, the Trustee may charge and be paid out of any part of the Trust Fund the
        remuneration that the Trustee considers to be fair and reasonable. However, the maximum
        remuneration charged by the Trustee in respect of any Financial Year must not exceed the
        maximum commission chargeable by trustee companies under the Corporations Act in respect of
        that Financial Year.


17      General

17.1    Receipts by others

        The receipt of the person purporting to be the treasurer, secretary or other proper officer of any
        recipient of a payment or application of income or capital from the Trust Fund is a sufficient
        discharge to the Trustee and the Trustee need not see to the application of the payment or
        application.

17.2    Trustee’s discretion

        Except where there is an express contrary provision in this deed, every discretion given to the
        Trustee is absolute and uncontrolled and every power given to it is exercisable at its absolute and
        uncontrolled discretion.

17.3    Personal interest of Trustee

        The Trustee and any person who is a director or member of the Trustee may exercise or concur
        in exercising all powers and discretions given by this deed or by law (including making any
        investment authorised under clause 9.1) even though the Trustee, or any person who is a
        director or member of the Trustee:

        (a)       has or may have a direct or personal interest or a conflict of fiduciary duty in the method
                  or result of exercising the power or discretion; or

        (b)       may benefit either directly or indirectly from the exercise of any power or discretion,




30672865v4    |    Noosa Biosphere Reserve Trust                                                             12