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

4.5     Trustee may accumulate income

        In exercising its discretions under clause 4.2, the Trustee may, in any Financial Year, choose to
        accumulate and retain so much of the income of the Trust as it sees fit.


5       Non-profit nature of the Trust

5.1     Non-profit

        (a)       The income and capital of the Trust must only be applied for the Trust Purposes.

        (b)       No income or capital of the Trust may be paid or transferred, directly or indirectly, to:

                  (i)      the Settlor;

                  (ii)     the Trustee (or any member, director, employee, agent or officer of the Trustee);

                  (iii)    a Donor; or

                  (iv)     an Associate of the Settlor, the Trustee or a Donor,

                  except for transfers made:

                  (v)      in return for services rendered or goods supplied by a person to the Trust in the
                           ordinary and usual course of business;

                  (vi)     in the course of furthering the Trust Purposes; or

                  (vii)    as principal payments on money lent by a person, and interest payments if the
                           interest is at a commercial rate.

        (c)       Any surplus Property remaining after winding up of the Trust must not be distributed
                  other than under clauses 16, 18 or 19, as applicable.

5.2     Uncommercial transactions

        The Trust must not enter into any transaction which, at the time it is entered into:

        (a)       would not be reasonable in the circumstances, or is on terms more favourable to the
                  recipient than, if the transaction were conducted on an arm’s length basis; and

        (b)       a reasonable person in the position of the Trustee would not have entered into having
                  regard to all relevant circumstances,

        unless the payment or application is:

        (c)       made under clause 16; or

        (d)       approved by the Commissioner.




30672865v4    |     Noosa Biosphere Reserve Trust                                                              7