THIS DEED made the 29th day of April One thousand nine ... Deed - with amendments.pdf · man from...

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THIS DEED made the 29th day of April One thousand nine hundred and eighty-four BETWEEN WILLIAM IAN LE PAGE of Meher Road, Woombye in the State of Queensland, (hereinafter called “the Settlor”) of the one part AND AVATARS ABODE PTY. LTD . a company duly incorporated in the State of Queensland and having its registered office at Avatar's Abode, Meher Road, Woombye in the said State (hereinafter called “the Trustee”) of the other part WHEREAS : A. The Settlor is an adherent to and believer in the mono theistic doctrine and faith (as defined in this Deed) of Meher Baba in relation to the belief in following and love of God; B. The Settlor has paid to the Trustee the sum of One Hundred Dollars ($100.00) to be held by the Trustee upon the charitable trusts and to and for the ends intents and purposes hereinafter declared. NOW THIS DEED WITNESSETH that the Settlor declares and directs and the Trustee does hereby admit and declare that it holds and stands possessed of and will hold and stand possessed of the said sum of One Hundred Dollars ($100.00) and all moneys investments and property paid or transferred to and accepted by the Trustee as additions to the fund and the investments and property from time to time representing the same or any part or parts thereof (all of which are hereinafter collectively referred to as “the trust funds”) upon to and for such of the trusts powers discretions and provisions as are hereinafter declared concerning the same namely: 1. INTERPRETATION 1.1 In this Deed wherever the context requires or permits words and

Transcript of THIS DEED made the 29th day of April One thousand nine ... Deed - with amendments.pdf · man from...

Page 1: THIS DEED made the 29th day of April One thousand nine ... Deed - with amendments.pdf · man from his bondage of ignorance and to help him realise that which, consciously or unconsciously,

THIS DEED made the 29 th day o f Apr i l One thousand nine hundred and

eigh ty- four

BETWEEN WILL IAM IAN LE PAGE of Meher Road, Woombye in the Sta te

of Queens land, (hereina fter cal led “ the Se t t lo r ” ) o f the one par t

AND

AVATARS ABODE PTY. LTD. a company duly incorpora ted in the State o f

Queensland and hav ing i ts regis tered of f ice at Avatar 's Abode, Meher

Road, Woombye in the sa id State (hereinaf te r cal led “ the Trustee”) o f the

other par t

WHEREAS:

A. The Se tt lor is an adheren t to and be l ieve r in the mono the is t ic

doctr ine and fa i th (as de fined in th is Deed) o f Meher Baba in

re la t ion to the bel ief in fo l lowing and love o f God;

B. The Se t t lor has pa id to the Trus tee the sum of One Hundred Dol lars

($100 .00) to be he ld by the Trus tee upon the char i table t rus ts and

to and for the ends inten ts and purposes hereina f ter dec lared .

NOW THIS DEED WITNESSETH tha t the Se tt lor dec lares and direc ts and

the Trus tee does hereby admi t and dec lare tha t i t ho lds and s tands

possessed o f and w i l l hold and stand possessed o f the said sum of One

Hundred Do l lars ($100.00) and al l moneys investments and proper ty pa id

or transferred to and accep ted by the Trus tee as add it ions to the fund

and the inves tments and proper ty from t ime to t ime represent ing the

same or any par t or par ts thereof (a l l of which are hereinaf ter col lect ively

referred to as “ the trus t funds”) upon to and for such o f the t rus ts powers

discre tions and prov is ions as are here ina f ter dec lared concern ing the

same name ly:

1. INTERPRETATION

1.1 In th is Deed wherever the con tex t requires or permits words and

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express ions :

(a) impor t ing the s ingu lar impor t the plural and the p lura l the

s ingu lar ;

(b) impor t ing any gender impor t any o ther gender; and

(c) shal l have the meanings ascr ibed to them as fo l lows : -

“ Income” inc ludes any money or property wh ich consti tu tes

assessab le income in the hands o f the Trustee for

the purposes o f the Income Tax Assessment Act

1936 (as amended) and apply ing a t the date of

receip t by the Trustee

“Meher Baba” Merwan Sher iar j i Irani la te of Poona India

deceased known as Ava tar Meher Baba

“Trus tee” means the said Avatars Abode Pty . L td . o r other

Trus tee for the t ime being appoin ted pursuan t to the

prov is ions o f th is Deed

“Ava tar 's Abode” means the rea l proper ty descr ibed as

Subd iv is ion 1 o f Por t ion 43V and Resubdiv is ion 1 of

Subd iv is ion 2 of Port ion 105V on Reg is tered Plans

Nos. 95290 and 61065 Coun ty o f Cann ing Par ish of

Moo loo lah being the whole of the land in Cert i f icate

of T i t le Volume 3617 Fo l io 227 and having an area

of 99 acres 2 roods 3 perches . A copy of a p lan of

such land and f ix tures thereon is annexed to th is

Deed marked “A” .

1.2 The t rus ts crea ted by th is Deed sha l l be known as the “AVATAR'S

ABODE TRUST” .

1.3 The Schedu les to th is Deed form par t o f i t and shal l have the same

force and e ffec t as i f fu l ly se t out in the body o f th is Deed .

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1.4 The trus t funds and the income thereo f sha l l be loca ted or deemed

to be loca ted in the p lace o f permanen t res idence or incorpora tion

of the Trus tee from t ime to t ime and th is Deed shal l be governed in

a l l r espec ts by and adminis tered in accordance wi th the laws o f that

Sta te .

2. THE TRUST

2.1 The Trus tee shal l hold the whole o f the trus t funds bo th cap i ta l and

income upon trust for the spread ing o f the message o f Meher Baba

being a mono theis t ic doc tr ine and fa i th ( re la ting to the bel ief in

fo l low ing and love o f God) as expressed by h im ( in ter a l ia) in the

fo l low ing words : -

“ l am tha t same Ancient One who has a lways come to redeem

man from his bondage o f ignorance and to help him real ise

tha t which , consc ious ly or unconsc ious ly , he is a lways

seeking. The object of th is quest is ca l led by many names -

happ iness , peace , freedom, tru th , love , per fec t ion , Se lf-

real i sa tion, God-rea l i sa tion, union wi th God . I t i s essent ia l ly

one th ing , the ques t for consc ious and cont inual exper ience o f

h is un ity w i th God , the Source o f in f in i te Know ledge, Power

and Bl iss .”

And the es tabl ishment , in i t ia t ion and deve lopment o f any form o f

serv ice to ind iv iduals and to mankind genera l ly whe ther o f a

phys ical , in te l lec tua l, cul tura l o r spir i tual na ture wh ich Meher Baba

himsel f encouraged , in i t ia ted or ass is ted dur ing h is l i fe t ime and

specia l ly for the advancement and benef i t throughout Aus tra l ia o f

the precep ts phi losophy l i fe examp le and fa i th of Meher Baba

among al l persons res iden t in Aus tra l ia through wha tever media the

Trus tee may in i ts absolu te d iscre tion deem f i t wi th the objec t o f

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encourag ing such persons to accep t the tenets o f the precepts

phi losophy l i fe example and fa i th refer red to above as the proper

creed by which the ir l ives shou ld be governed. Withou t l im it ing the

genera l i ty o f the above the fur ther and associa ted ob jec ts o f the

said Trus t sha l l be : -

(a) To hold in perpe tui ty as a place o f p i lgr image the proper ty

known as Ava tar 's Abode on the express wish o f Ava tar Meher

Baba who stayed a t Ava tar 's Abode on one o f h is wor ld tours

in the serv ice o f humani ty .

(b) To develop for the bene f i t o f p i lg r ims now and for generat ions

to come the property known as Ava tar ' s Abode wh ich was

made sacred by his v is i t in June, 1958.

(c) To uphold Ava tar Meher Baba's s ta tement “ that Ava tar 's

Abode is to become one o f the grea t p laces o f p i lgr image in

the wor ld” .

(d) To perpe tua l ly honour and leave unchanged the name Avatar 's

Abode wh ich Ava tar Meher Baba gave to the said proper ty .

(e) To develop fac i l i t ies and /or accommodation for p i lgr ims and

for those seek ing to know of Meher Baba and for v is i tors

genera l ly .

( f) To ensure tha t the s truc tures known as “Baba's House” ,

“Baba's Room” and the “Meet ing Ha l l” wi l l remain on the ir

or ig inal pos i t ions on Ava tar 's Abode, as they were when

Ava tar Meher Baba v is i ted the proper ty , and to main ta in such

s truc tures and thei r surrounds in a manner bef i t t ing Ava tar

Meher Baba.

(g) To preserve and protec t “Baba's Room” and those ar t ic les and

i tems assoc ia ted wi th Ava tar Meher Baba that are deemed to

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be sacred by the Trus tee .

(h) To uphold Ava tar Meher Baba as the one and only spir i tual

author i ty tha t wi l l be recogn ized and promoted on Ava tar 's

Abode by the Trus tee , i ts d irec tors , of f icers , members or

others.

2.2 Subjec t to the prov is ions o f Clauses 2 .2A and 4 .5 hereo f, the

Trus tee may by a l l law ful means :-

(a) acquire and receive proper ty o f any type or k ind , whe ther rea l

or persona l toge ther wi th any income from such assets and

proper ty and sha l l app ly the trus t funds fo r the ob jects and

purposes re ferred to in c lause 2 .1 by deal ing w ith the trus t

funds in such manner as the Trustee sha l l in i ts absolu te

discre tion de termine to do and carry ou t a l l such mat ters as

are l ike ly to promote such objects and purposes . The Trus tee

may , in i ts absolute discret ion , re fuse to accept any g i f t or

beques t o f proper ty re ferred to in th is c lause 2.2 . For the

removal o f doubt , the Trus tee is empowered (amongs t o ther

th ings) to :-

( i ) accep t dona t ions o f cash from any persons ( inc lud ing

withou t l imi tat ion p i lgr ims to Ava tar ʼs Abode) or other

dona tions or proper ty , whether real or personal , to the

Trus tee sub jec t to the l imi ta t ions contained in th is Deed .

The accep tance o f donat ions o f cash from any person

shal l inc lude moneys der ived as interest on the

inves tment o f any sums w ith any Bank or other f inanc ial

ins ti tu t ion whe ther or no t the pr inc ipal sum (or any par t

thereof) compr ises trust funds;

( i i ) acquire , app ly for , re ta in and accept any form o f

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in te l lectual proper ty r ights inc luding , wi thout l im itat ion ,

copyr ight and receive any roya lt ies bene f i ts or other

income produced by such in te l lec tua l property r igh ts ;

( i i i ) publ ish and /or republ ish and receive royal t ies , bene f i ts

or other income produced by such publ icat ion or

republ ica tion o f:

(A) any books , magazines , per iodica ls or o ther wr i t ten

mater ia l in any wr i t ten form and music , ly r ics or

me lodies , by any means (whether e lectron ic ,

mechan ical or by any o ther means o f avai lable

technology) and do any act or th ing to ass is t in

spread ing o f the message o f Meher Baba or , in

re la t ion to the objec ts o f the Trus t ; or

(B) any books , magazines , per iodica ls or o ther wr i t ten

mater ia l on o r about Meher Baba, Franc is Brabazon

or in any other way connec ted or re la ting to the

objec ts o f the Trus t ;

( iv ) sel l deal or otherw ise dispose o f r igh ts to or interests in

books , magazines , per iodicals or other wr i t ten mater ia l ,

of the k inds re ferred to the preced ing subclauses , and

accep t cash for the sale, dea l ing or o ther d isposal of

such r igh ts , interes ts or mater ia ls ; or

(v) prepare, d ispose o f and se l l foodstu f fs and purchase

and /or o therw ise acquire a l l necessary ing redien ts and

accep t cash for the sa le o f such foods tu f fs ;

2.2A Notw iths tanding c lause 2.2, the Trustee may receive only by g i f t or

beques t and no t otherwise shares in l is ted publ ic compan ies or

bonds . The Trus tee must no t accep t, by any means wha tsoever, any

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shares in any un l is ted company o r uni ts in any un l is ted uni t trus t .

2.3 When proper ty is accepted or acquired by the Trustee for any or a l l

of the genera l ob jec ts expressed above i t may app ly bo th capi ta l

and income there from in or towards any of such ob jec ts as i t may in

i ts absolu te discret ion deem sui table or i t may accumulate the

income un ti l i t can in i ts op in ion be use ful ly app l ied for a l l or any of

such objects .

3. INVESTMENT

3.1 The Trustee sha l l as soon as pract icab le invest such of the trus t

funds as are no t a lready inves ted and no t d irect ly requ ired for any

other purpose.

3.2 The Trus tee shal l have power to sel l par t i t ion invest o r otherw ise

dispose o f or deal w i th the trust funds or any par t thereo f or any

interes t there in (save and except “Ava tar ' s Abode” and ar t ic les

associated therew ith and speci f ical ly referred to in Clauses 2 .1 ( f)

and 2 .1(g) shou ld same become par t o f the trust funds) fu l ly and

free ly as i f i t were the abso lu te benefic ia l owner thereo f.

Notw iths tanding the foregoing the Trus tee shal l only have the

Powers of Investment set ou t in the Fir s t Schedule hereto.

4. POWERS AND D ISCRETIONS

This Clause 4 sha l l be subjec t to the prov is ions and l imi ta t ions set

out in C lause 4 .5.

4.1 The Trus tee may in i ts abso lu te discret ion en ter in to and execu te a l l

such contrac ts deeds and documents and do al l such law ful ac ts

mat ters and th ings as the Trus tee deems expedien t fo r the purpose

of carry ing ou t the trusts au thor i t ies powers and d iscre tions

confer red upon i t by th is Deed .

4.2 Wi thou t l im it ing the general i ty o f the foregoing the Trus tee shal l

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have and may exerc ise al l or any of the powers pr iv i leges and

discre tions se t out in the Second Schedu le hereto AND each o f

such powers pr iv i leges and discre t ions shal l be regarded as

separa te and independen t and in no way l imi ted o r res tr ic ted by

reference to or in ference from the terms of any o ther power

pr iv i lege or d iscre tion .

4.3 In the exerc ise o f the powers pr iv i leges and discre tions and in the

discharge of the du ties and obl iga t ions con fe rred and imposed on i t

by th is Deed and by law the Trustee may con trac t and deal wi th any

company in such manner and on such terms as i t may th ink f i t

notwi ths tanding : -

( i ) tha t a d irec tor o f the Trustee is a d irec tor or other of f icer or an

emp loyee o f and/or shareho lder in that company or is in any

other way personal ly in teres ted in i t or any such sub- trus t ;

and /or

( i i ) tha t a l l or any par t of the trus t fund is invested in shares in

tha t company ;

4.4 The receip t o f the Trus tee for the t ime be ing for the payment o f any

money or for the trans fer of any proper ty forming or to form par t of

the trus t funds w i l l ef fec tua l ly d ischarge the person or persons

paying or trans ferr ing the same from any obl iga tion to see to i ts

app l ica tion or to answer for i ts loss or misappropr ia t ion .

4.5 ( i ) The Trus tee may no t accept or acqu ire in any way whatsoever

encumbered proper ty as par t o f the trus t funds. Unencumbered

proper ty accep ted or acqu ired by the Trus tee may compr ise

only proper ty of the type re ferred to in Clause 2 .2 hereo f .

( i i ) The Trus tee shal l only have power to purchase, acquire or

reta in rea l property as par t o f the trus t funds should such rea l

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proper ty be w ith in the boundar ies of K ie l Mounta in Road,

Eud lo F la ts Road , Maroochydore Road and the new proposed

Nambour By Pass Road as del ineated on the plan annexed

hereto marked “B” . A l l o ther proper ty accepted by the Trus tee

pursuan t to Clause 4 .5( i) hereo f sha l l be sold for cash as soon

as reasonab ly poss ib le . The proceeds of such sale shal l form

par t o f the trus t funds .

( i i i ) The Trus tee shal l not encumber or charge any of the trust

funds or proper ty and sha l l no t d ispose of “Avatar 's Abode” (or

ar t ic les and i tems assoc ia ted therewi th and speci f ical ly

referred to in Clauses 2 .1( f) and 2 .1(g) hereo f) in any

c ircumstances shou ld tha t proper ty form part of the t rus t

funds.

4.6 For the removal o f doub t, re ference in Clause 4 .5( i i ) to a l l o ther

proper ty accepted by the Trustee pursuan t to Clause 4 .5( i) requir ing

to be sold for cash as soon as reasonably poss ib le sha l l be deemed

to be a re ference to the acceptance (by gi f t , beques t or o therw ise)

of unencumbered rea l proper ty no t w i th in the boundar ies o f K ie l

Mountain Road , Eudlo F la ts Road, Maroochydore Road and

Nambour By-Pass Road as del inea ted on the annexed plan marked

“B” .

5. PROCEDURE

5.1 A meeting of the Trus tee may be held at any t ime or p lace .

5.2 A meeting o f the direc tors or o ther govern ing body o f such Trustee

shal l be deemed to be a meeting of the Trus tee.

5.3 The Trustee sha l l keep proper minu tes of a l l resolu tions and

proceed ings o f the Trus tee. Every such minu te purpor t ing to be

s igned by three direc tors o f the Trus tee in accordance with i ts

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Ar tic les o f Associa t ion or by three members of the governing body

of the Trustee in accordance wi th i ts governing procedural

requirements sha l l be p r ima fac ie ev idence o f the facts s ta ted in i t .

5.4 The Trus tee shal l keep proper books of account wh ich sha l l be

balanced as at the 30th day o f June each year .

6. APPOINTMENT AND RETIREMENT OF TRUSTEE

6.1 There shal l be one Trus tee which sha l l be a corpora tion .

6.2 The Trustee may at any t ime in accordance with i ts Ar t ic les o f

Associa t ion or o ther govern ing procedural requirements appo in t any

one corpora tion as new Trustee such corporat ion to have s imi lar

objec ts and Art ic les o f Associa tion as Ava tars Abode Pty . L td .

6.3 On the w ind ing up o f any Trus tee for the t ime being appo in ted

under th is Deed , the l iqu ida tor ( in the case of a corpora t ion) shal l

be the Trus tee but such l iquida tor sha l l as soon as p rac ticable

appo in t a Trus tee in accordance wi th Clause 6.2 hereo f .

7. LIABIL ITY AND INDEMNITY OF TRUSTEE

7.1 The Trus tee purpor t ing to ac t in the adminis trat ion o f the trust funds

wi l l no t be l iab le for any loss o ther than as may be at tr ibu tab le to

d ishones ty or to any w i l l fu l ac t or omiss ion known by i t to be a

breach o f trust .

7.2 The Trustee sha l l be indemn i f ied to the ex ten t o f the trus t funds

(save and except Ava tar ' s Abode and ar t ic les and i tems assoc ia ted

therewi th and speci f ica l ly re ferred to in Clauses 2 .1( f) and 2.1(g)

hereo f should tha t rea l proper ty form par t o f the trus t funds) aga ins t

l iabi l i t ies incurred by the Trustee in the execution o f the trusts

hereo f, and shal l have a l ien on and may use any moneys for the

t ime be ing in the hands o f the Trustee for such indemn ity and

genera l ly for the payment o f a l l proper legal and o ther cos ts o f

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admin is ter ing the trus t funds and o therwise per forming i ts dut ies

under th is Deed.

7.3 The Trus tee shal l not be bound to ac t personal ly bu t may employ a

sol ic i tor accoun tan t manager or o ther agen t to transac t any

bus iness requ ired to be done in accordance with th is Deed.

7.4 Any d irec tor of the Trustee may become or rema in a director of any

company or an emp loyee o f any bus iness in which any moneys

forming par t of the trus t funds are from time to t ime inves ted and

may receive the remunerat ion at taching to such of f ice wi thout being

l iable to accoun t there fore.

7.5 The Trus tee through i ts d irec tors may exerc ise or concur in

exerc is ing al l powers and discre t ions by th is Deed or by law

confer red on i t no tw iths tand ing tha t i t may have a direc t or personal

interes t in the mode or resu l t o f exerc is ing such power or

d iscre tion .

8. AMENDMENT OF THIS DEED

8.1 The Trustee by resolu tion of i ts d irectors which whi ls t Avatars

Abode Pty . Ltd. is Trus tee shal l comply with Ar t ic le 40 o f i ts

Ar t ic les o f Associat ion and , in the case o f any o ther corpora te

trus tee , which comp lies wi th the prov is ion o f the Ar t ic le o f

Associa t ion or o ther governing procedural requirement

corresponding w i th the sa id Ar t ic le 40 may revoke vary or add to

the prov is ions o f th is Deed ( inc lud ing the Schedules) save and

except Clauses 2.1, 4 .5 and 6 .2 hereof PROVIDED THAT such

revocat ion var ia t ion or add it ion is no t incons is ten t w ith the general

scope o f th is Deed .

IN WITNESS WHEREOF the par t ies have hereun to se t their hands and

af f ixed their seals on the day and year f i rs t hereinbefore men tioned .

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THE FIRST SCHEDULE

(CLAUSE 3 OF DEED)

POWERS OF INVESTMENT

In deal ing wi th the trus t funds (exc luding the rea l property known as

“Ava tar 's Abode” and ar t ic les and i tems associated therewi th speci f ical ly

referred to in Clause 2 .1 ( f) and 2 .1(g) o f th is Deed) the Trustee may

inves t the who le or any par t o f the same as i f the Trustee was in a l l

respec ts i ts so le and absolu te owner benef ic ia l ly save where any such

inves tment invo lves the incurrence of l iabi l i t ies and whether or no t i t may

produce income and wi thout in any way l imi t ing the genera l i ty o f the

foregoing the Trustee may a t any t ime and from time to t ime inves t the

trus t funds in a l l or any o f the fo l lowing modes: -

(a) depos it wi th any bank or in the acquis i t ion o f government bonds or

government guaran teed secur i t ies ;

(b) in the acquis i t ion o f in terests in unencumbered real proper ty and

whe ther in fee s imp le or lesser es ta te bu t subjec t a t a l l t imes to the

restr ic t ions and prov is ions set ou t in C lause 4.5 o f th is Deed ;

WITH POWER to change inves tments freely between such inves tments .

THE SECOND SCHEDULE

The Trus tee may from time to t ime exerc ise any one or more of the

fo l low ing powers pr iv i leges or d iscre t ions in re la t ion to the trus t funds

and the trusts se t out in th is Deed subject to Clause 4 .5 thereof : -

( i ) to make such payments (ou t o f bo th capi ta l and income) and to

permi t any proper ty forming par t of the trus t funds to be used for

such purposes as the Trus tee may in i ts d iscretion de termine as

fu l f i l l ing or fur ther ing or ass is t ing the t rus ts and purposes se t ou t in

th is Deed ;

( i i ) to lease , le t on h ire or gran t l icences or r ights o f ag is tmen t to use

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or occupy al l o r any proper ty (whe ther real or persona l) (save and

except Ava tar ʼs Abode and Ar t ic les and I tems assoc iated therew ith

speci f ical ly referred to in C lauses 2 .1( f) and 2.1(g) o f th is Deed),

compr is ing the whole or any par t o f the trus t funds for any purpose

wha tever (whe ther involv ing was te or no t) to any person wha tever

for any term wha tever and whe ther whol ly or par t ly for ren t (whether

f ixed or var iable) , f ine , premium, roya lty or the erec tion,

improvement , repair or any agreement to e rect , improve or repa ir

bui ld ings on any rea l property and to accept (w i th or w ithou t

considera tion) a surrender o f the whole or any par t o f such lease

hir ing or l icence ;

( i i i ) to take ou t and surrender such po l ic ies o f insurance which the

Trus tee may cons ider necessary or suf f ic ien t to prov ide for

indemn i ty aga ins t loss o f or damage to the whole or any par t of the

trus t funds whe ther by f i re thef t or the inc idence of any other

hazard or to prov ide for the payment of money in the even t o f dea th

of any person and to pay al l premiums accruing due under such

pol ic ies ;

( iv ) to repa ir and ma in ta in any property compr is ing the whole or any

par t of the trus t funds in such manner as may from time to t ime be

considered appropr ia te and pay ou t o f the income o f the trust funds

the costs o f any such main tenance and repair and any ou tgo ings

payab le in respec t o f any such proper ty ;

(v) to inst i tute and defend proceed ings at law or in equ ity re la ting to

the who le or any par t o f the trust funds and to proceed to the f inal

end and de termina t ion o f such proceed ings or to compromise the

same on such terms and cond it ions as the Trustee may consider

appropr ia te ;

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(v i) to se t as ide out o f the capi ta l or income o f the trus t funds from time

to t ime such sum or sums o f money as the Trus tee may consider

necessary or suf f ic ien t to d ischarge any debt or obl iga t ion due to or

accruing to meet any losses or ex traordinary expend i ture wh ich may

be incurred;

(v i i ) to appo in t and remove or suspend and pay such o ff icers c lerks

servan ts or persons ei ther fo r temporary or specia l serv ices as the

Trus tee may from time to t ime deem necessary and to de termine

the ir du ties and powers and f ix their salar ies and remunera tion and

( i f cons idered necessary) to requi re secur i ty of such amount as the

Trus tee may deem fi t for the proper and e f f i c ien t d ischarge of such

duties ;

(v i i i ) to employ any person f i rm or company (wherever res ident or

incorpora ted) as an agen t whe ther by power of at torney or in formal

appo in tment and to remunerate any such agen t out o f the trus t

funds on such bas is as the Trustee may consider appropr ia te

(whe ther the serv ices per formed by such an agen t may have been

per formed by the Trustee persona l ly or o therwise) ;

( ix ) to de lega te a l l or any of the Trus tee's powers or pr iv i leges and

discre tions inc luding the receipt and payment of money to any

agen t employed by i t wi thout any way being responsib le for any

defaul t by any such agen t in carry ing ou t the matters delega ted to

h im or for any loss occasioned in consequence o f such de faul t;

(x) to appoin t any person or corporat ion to hold and manage any

proper ty save and excep t Avatar 's Abode and f ix the powers

pr iv i leges and d iscre tions o f such person or corpora tion ;

(x i) to operate such bank ing accoun ts as the Trus tee may cons ider

necessary, to depos i t and wi thd raw money compr is ing the who le or

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any par t o f the trus t funds to or from such accounts;

(x i i ) to ho ld the who le or any par t of the trus t funds in such form and

name as may be considered appropr ia te as bearer , by nominee or

otherwise, w ithou t necessar i ly d isc los ing any f iduc iary

re la t ionsh ips ;

(x i i i ) to deposi t any documents o f t i t le or o ther documents re la t ing to the

whole or any par t o f the trus t funds wi th any persons f i rm or

company wherever res ident or incorpora ted which undertakes the

safe custody of such documents as a par t o f i ts bus iness wi thou t

being responsible for the de fau l t o f any such person f i rm or

company or for any loss occasioned in consequence o f any such

defaul t;

(x iv) to pay such reasonable remunera tion for serv ices as the nature o f

those serv ices may require;

(xv) to ob ta in the adv ice o f any f inanc ier lawyer valuer surveyor broker

auct ioneer or o ther exper t on any mat ter per ta in ing to the trust

funds wi thou t be ing at any t ime bound so to do and w ithou t being in

any way respons ib le for any loss occas ioned by ac t ing or no t ac ting

in accordance w ith any such adv ice ;

(xv i) to de termine whe ther any proper ty forming par t o f the trus t funds or

any increase or decrease in amount number or value o f any such

proper ty or any rece ip ts payments from fo r or in connec tion wi th

any such proper ty should be credi ted or debi ted to capi ta l or

income to determine conc lus ively the value or any increase or

decrease in the value o f any proper ty forming par t of the trus t funds

and genera l ly to de termine al l mat ters as to wh ich any doub t or

quest ion may ar ise under or in re lat ion to the funds and every such

determina t ion o f the Trustee in re la t ion to any such mat ters whe ther

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actua l ly ra ised impl ied w i l l b ind al l par t ies in terested in the Trus t.

(xv i i ) To work any rea l proper ty compr is ing the whole or any par t of the

trus t funds by growing crops, of any k ind or the farming of animals

of any k ind on such property in such manner as the Trus tee may

from time to t ime consider appropr ia te and to pay out of the income

of the trust funds the cos ts o f any such ac t iv i t ies.

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SIGNED SEALED AND DELIVERED by ) the said WILLIAM IAN LE PAGE ) in the presence o f: ) A Jus tice o f the Peace THE COMMON SEAL o f AVATARS ) ABODE PTY. LTD. was hereun to ) . . . . . . . . . . . . . . . . . . . . . . . . af f ixed by au thor i ty o f the ) D irec tor Board o f D irec tors and in the ) presence o f : ) . . . . . . . . . . . . . . . . . . . . . . . . Secretary A Jus tice o f the Peace

WI IBR50389/1-17