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

        and even if the Trustee is a sole trustee.

17.4    Delegation of powers

        The Trustee may by power of attorney or otherwise delegate to any person any of the
        discretionary or other powers given to it under this deed. The execution or exercise of any of the
        trusts or powers of this deed by an attorney or delegate is valid and effectual and binds all
        persons interested in the Trust Fund.

17.5    Trustee’s receipts

        The Trustee may receive capital and other money and give valid receipts for all purposes
        including:

        (a)       those of any statute; and

        (b)       the receipt of any capital money which may or may not be deemed to be capital money
                  for the purposes of any law relating to settled land.

17.6    Trustee’s decisions

        (a)       The Trustee may decide:

                  (i)      whether any money is to be considered as capital or income;

                  (ii)     whether any expense, outgoing or other payment ought to be paid out of capital
                           or income; and

                  (iii)    all questions and matters of doubt arising in the execution of the trusts of this
                           deed.

        (b)       Every decision on these matters, whether made on a question actually raised or implied
                  in the acts or proceedings of the Trustee, is conclusive and binds all persons interested
                  under this deed.

17.7    Privilege and disclosure

        The Trustee is not required to disclose any reasons for any decision made under this deed. Any
        memos or other material recording any decision as to an exercise of discretion or obtained for the
        purpose of coming to that decision are, at the option of the Trustee, privileged.


18      Winding up

        If, on the winding up of the Trust, any Property remains after the satisfaction of all its debts and
        liabilities, the Trustee must give and transfer the Property to or for one or more funds, authorities
        or institutions which are charitable at law and have similar purposes to the Trust Purposes.


19      Gift Fund

19.1    Establishing and maintaining a Gift Fund

        (a)       The Trustee must establish and maintain a separate bank account to be called ‘Noosa
                  Biosphere Reserve Trust Fund’ (Gift Fund):




30672865v4    |     Noosa Biosphere Reserve Trust                                                              13