NORTHERN AUSTRALIAN ABORIGINAL CHARITABLE TRUST DEED OF SETTLEMENT OF TRUST

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1 NORTHERN AUSTRALIAN ABORIGINAL CHARITABLE TRUST DEED OF SETTLEMENT OF TRUST DELOITTE LAWYERS PTY LTD Level 14, 550 Bourke St Melbourne Victoria 3000 AUSTRALIA Telephone ( Facsimile (

2 THIS DEED OF TRUST is made on the day of 20 BETWEEN SUZANNE ARCHBOLD of Level 11, 24 Mitchell Street, Darwin in the Northern Territory ( Settlor. AND NORTHERN AUSTRALIAN ABORIGINAL PTY LTD (ACN having its registered office address at 32 Dripstone Road, Casuarina in the Northern Territory ( Trustee. RECITALS: A. The Settlor wishes to establish a not-for-profit charitable trust for the Charitable Purpose and has paid to the Trustee the Settled Sum to be held by the Trustee for the benefit of the Aboriginal people of Northern Australia upon the terms of this Deed to engage in sustainable social, ecological and economic development to enable prosperity in the lives of the Aboriginal people of Northern Australia. B. The Trustee has agreed to act as the trustee of the Trust Fund and to administer the Trust Fund for the benefit of the Aboriginal people of Northern Australia upon the terms of this Deed and to engage in sustainable social, ecological and economic development to enable prosperity in the lives of the Aboriginal people in that region and to exploit opportunities to generate assets and income exclusively for the Charitable Purpose. C. The Council has been established to serve the needs and further the interests of the Aboriginal people of Northern Australia. OPERATIVE PROVISIONS: 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Deed (including the Recitals, unless the context otherwise requires: Charitable Objects means any one or more of the objects in sub-clause

3 Charitable Purpose means the purpose and objects of the Trust in clause 3. Council means the Northern Land Council, a body corporate established pursuant to the Aboriginal Land Rights (Northern Territory Act 1976 (Cth. Deed means this deed of trust establishing the Trust as varied from time to time under clause 10. Northern Australia means the area of the Northern Territory for which the Council is responsible as determined from time to time by the Minister pursuant to the provisions of the Aboriginal Land Rights (Northern Territory Act 1976 (Cth. Settled Sum means $ Tax Acts means any one or more of the following Acts: (a (b Income Tax Assessment Act 1997 (Cth; and Taxation Administration Act 1953 (Cth. Trust means the Northern Australian Aboriginal Charitable Trust established by this Deed. Trustee means the person named in this Deed as the trustee or any other person appointed to replace that person as trustee and includes any person appointed as an additional or joint trustee pursuant to subclause 7.5. Trust Fund means: (a (b (c (d (e (f the Settled Sum; all money, investments and assets acquired, paid or transferred to and accepted by the Trustee as additions to the Trust Fund; all income of the Trust Fund including income earned or to which the Trust Fund is entitled; all accretions to the Trust Fund; all accumulations of income lawfully made; and all money, investments and property from time to time representing the things described in paragraphs (a to (e, or into which they are converted; and includes any part of the Trust Fund. 2

4 Vesting Date means such date as the Trustee with the written consent of the Council by deed appoints as the Vesting Date pursuant to subclause Interpretation In this Deed unless the context otherwise requires: (a (b (c any obligation of two or more parties bind them jointly and severally; if a word or phrase is defined, another part of speech or grammatical form of that word or phrase has a corresponding meaning; words importing: (i (ii the singular include the plural and vice versa; and any specific gender includes the other genders; (d a reference to: (i (ii (iii (iv (v (vi a person includes an individual, company, partnership, joint venture, association or trust whether incorporated or unincorporated; a person includes the legal personal representatives, successors and assignees of that person; any legislation or legislative provision includes any statutory modification or re-enactment of, or legislative provision or Act substituted for, and any subordinate legislation issued under that legislation or legislative provision; writing includes any mode of representing or reproducing words in tangible and permanently visible form and includes facsimile transmission and ; any thing (including any amount is a reference to the whole or any part of it and a reference to a group of persons or things is a reference to any one or more of the group; a month and cognate terms means a period commencing on any day of a calendar month and ending on the corresponding day in the next calendar month, but if there is no corresponding day, on the last day of that next calendar month; (vii a right includes a remedy, authority or power; 3

5 (viii "$" and "dollars" is a reference to the lawful currency of Australia; (ix (x (xi time is to local time in the place whose laws govern this Deed; the word includes in any form is not a word of limitation; and a recital, clause, schedule, annexure or description of the parties forms part of this Deed; (e (f a person is included in a class of persons if, at the relevant time, the person is within the definition of that class of persons regardless of the fact that, on or before the date of this Deed, the person was not born, had not been formed, did not exist or did not fall within the definition of that class of persons; and headings are for convenience of reference only and do not affect interpretation. 2. DECLARATION OF TRUST 2.1 Declaration The Settlor declares, and the Trustee agrees, that the Trust Fund must be held by the Trustee on the trusts with the powers and subject to the provisions of this Deed for the Charitable Purpose. 2.2 Not-for-profit entity The Trust is established as and must operate as a not-for-profit charitable trust. 2.3 In Australia The Trust is established in and must operate in Australia. 2.4 Name This Trust is named and shall be known as the Northern Australian Aboriginal Charitable Trust. 3. TRUST OBJECTS AND PURPOSE 3.1 Trust Objects The Charitable Objects of the Trust are to provide assistance to and to benefit Aboriginal people who reside in Northern Australia or who have a traditional affiliation to that region, by relieving and overcoming poverty, 4

6 sickness, disease, suffering, distress, disadvantage, disability, destitution and helplessness through: (a (b (c (d the advancement of education; the advancement of culture; the advancement of social and public welfare; and the advancement of the natural environment, by all methods which fall within such objects as the Trustee in its absolute discretion considers appropriate. 3.2 Trust Purpose The Trust is established and maintained for the Charitable Objects to engage in sustainable social, ecological and economic development to enable prosperity in the lives of the Aboriginal people of Northern Australia through projects, activities and other actions which provide: (a (b (c social and community benefits to regional and remote Aboriginal communities in Northern Australia; ecological development and sustainability in regional and remote Northern Australia; and economic development in regional and remote Northern Australia. 4. APPLICATION OF THE TRUST FUND 4.1 Payment and application of the Trust Fund The Trustee shall stand possessed of the Trust Fund and the income thereof upon trust for the Charitable Purpose and the Trustee shall from time to time pay or apply the income and pay or apply the whole or any part of the capital of the Trust Fund for such of the Charitable Objects as the Trustee shall from time to time in its absolute discretion determine provided always that: (a (b the Trustee in considering the exercise of such discretion shall have regard to (but unless expressly provided in this Deed shall not be bound by any wishes expressed in writing by or on behalf of the Council; the Trustee may accumulate such part of the income of the Trust Fund and apply it as the Trustee considers necessary to acquire 5

7 investments authorised by this Deed or to meet the obligations and liabilities of the Trust Fund in respect of any such investments for the purpose of enabling the Trust Fund to generate income to meet the Charitable Purpose and to hold such accumulations as part of the Trust Fund; and (c the Trustee shall have power in its absolute discretion to accept any money or other assets which may be transferred to it to hold upon trust for such of the Charitable Objects as the transferor may at the time of such transfer specify in writing and to which the Trustee may agree. 4.2 Policies For the purpose of paying or applying the income or the capital of the Trust Fund (or any part thereof in accordance with the Charitable Purpose, the Trustee may formulate policies, make rules in connection with a policy and revoke or amend a policy or rule and formulate others. 4.3 Payment and application exclusively for Charitable Purpose The income and capital of the Trust Fund shall be held and applied solely for the promotion and fulfilment of the Charitable Purpose in accordance with the provisions of this Deed and no portion of the Trust Fund shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the Trustee, its shareholders or officers provided that nothing in this sub-clause 4.3 shall prevent the payment in good faith of remuneration to any officer, employee, agent or shareholder of the Trustee in return for services actually rendered to the Trustee or reasonable and proper rental for any property properly leased to the Trustee. 5. TRUSTEE S POWERS 5.1 Trustees to act unanimously Where there are two (2 or more Trustees, the powers, authorities and discretions of the Trustee must be exercised by unanimous decision of the Trustees. 5.2 Obligation The Trustee shall be responsible for carrying out and promoting the Charitable Purpose and for the management of the Trust and for the 6

8 administration of the Trust Fund in such manner as the Trustee shall in its absolute discretion think appropriate, but subject always to the provisions of this Deed and applicable laws. 5.3 Acceptance of property The Trustee may from time to time: (a (b (c accept grants, settlements, gifts, donations or assignments of money or any real or personal property upon the trusts contained in this Deed, which shall form part of the Trust Fund; take any gift of money or other property whether subject to any special trust or not for any one or more of the Charitable Objects, provided that in the case of property which may be subject to any trusts, the Trustee shall only deal with the same in such manner as is allowed by law having regard to such trusts; or decline or otherwise refuse to accept as part of the Trust Fund any gift, donation, settlement or other disposition in money, money s worth or property for such reasons as the Trustee in its discretion considers appropriate. 5.4 Payments to other charities Without limiting the generality of the discretions conferred upon the Trustee by this Deed, the Trustee may: (a (b with the written consent of the Council, pay or transfer income or capital of the Trust Fund to any other Australian charitable company, institution, trust or body having objects similar to or including all or some or more of the Charitable Objects and the Trustee shall be entitled to covenant annual payments to any other such charitable company, institution, trust or body if it thinks fit; with the written consent of the Council, by scheme made in writing constitute a new charitable company, institution, trust or body for any of the Charitable Objects and pay or transfer income or capital to such entity and may include any provision which can lawfully be included in a charitable scheme and in particular may include provisions for extending the power or investment beyond trustee securities for the holding of investments in the name of a nominee and for the remuneration of such nominee or of any corporate or professional 7

9 trustee of such scheme and may constitute as trustee of any such scheme any person or company whether or not including the Trustee itself; and (c co-operate with or contribute to any charitable company, institution, trust or body of the type referred to in paragraph 5.3(a or 5.3(b, provided that any reference in this sub-clause 5.3 to a charitable company, institution, trust or body is a reference to one whose purposes are charitable within the legal meaning of the term charitable purpose in the Charities Act 2013 (Cth and which has been registered as a charity by the Australian Charities and Not-for-profits Commission and endorsed as an income tax exempt charity or deductible gift recipient by the Commissioner of Taxation. 5.5 Powers In furtherance of the Charitable Purpose, the Trustee shall have all the powers of an absolute beneficial owner of the Trust Fund together with full powers to do all such acts and things as may be necessary or proper for the furtherance of the Charitable Purpose and which are vested in the Trustee under the provisions of this Deed or by law and will have the additional powers set out in this sub-clause 5.5 and may exercise all or any of the powers at any time and from time to time in such manner and to such extent as the Trustee determines in its absolute discretion. The additional powers include the power to: (a (b (c hold or invest the Trust Fund or sell, call in or convert the whole or any part of the investments or property of the Trust Fund into money and invest the money and all cash in the name or under the control of the Trustee in any of the investments authorised under this Deed and with full power from time to time to vary or exchange any investment for any other or vary the terms and conditions on which an investment or any property is held; take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the Trust Fund in the form of donations, gifts, grants, annual subscriptions or otherwise; make any payment to any person or corporation; 8

10 (d (e (f (g purchase, take on lease or otherwise acquire or acquire an interest in or lend money on the security of any real or personal property of the Trust Fund (including power to acquire any property and any rights or privileges over property, the acquisition or enjoyment of which is conducive to the promotion of one or more of the Charitable Objects or for occupation or use for the purpose of the management or administration of the Trust whether or not such property shall be of a lasting nature or of an income producing nature or whether the acquisition shall involve liabilities; lend all or any moneys for the time being subject to the trusts in this Deed to any person, with or without interest or security and otherwise on such terms and conditions as the Trustee shall in its absolute discretion think proper; sell, transfer, construct, demolish, maintain, improve, develop, exchange, let, grant options or rights in, agist, manage, charge, mortgage, licence or otherwise deal with or concur in dealing with any assets which, or the proceeds of sale of which, or any interest in which, may be comprised in the Trust Fund and to pay rent, rates, taxes, expenses and outgoings on, and to expend moneys on the maintenance, repair, improvement, alteration and insurance of any such asset in such manner as the Trustee thinks fit; invest or apply the Trust Fund in the purchase or by way of contribution to the purchase of or at interest upon the security of such stocks, funds, shares, securities or other investments or property of whatsoever nature and wheresoever situated and whether involving liability or not and whether producing income or not or upon such personal credit with or without security and whether or not subject to payment of interest or restriction as the Trustee shall in its absolute discretion think fit including (but without prejudice to the generality of the foregoing in effecting, maintaining, exchanging, converting, surrendering or otherwise dealing with any policy or policies of insurance or assurance whatsoever to the intent that the Trustee shall have the same full and unrestricted powers of investing and transposing investments and laying out money in all respects as if it was absolutely entitled to it beneficially together with power to invest the moneys of the Trust not immediately required for its purpose in or 9

11 upon such investments, securities or policies as the Trustee determines; (h (i (j (k (l permit any moneys, bonds, certificates or other securities for money (whether they are to be securities which are bearer or transferable by delivery only or documents of title to any real or personal property of the Trust Fund to be and remain deposited with any bank, finance company, trust, company or other institution and to permit any investments, securities or other real and personal property or any share or interest therein in the Trust Fund to be and remain invested in the name of nominees in the name of the Trustee upon such terms as to remuneration and in all other respects as the Trustee shall in its absolute discretion think proper with power to permit any such banks, finance companies or other institutions or such nominees to manage the property so deposited or the property so invested; discharge any liabilities affecting leasehold or other property of a wasting or onerous nature; vest any land which may be acquired for any of the Charitable Purposes of this Deed (including its enjoyment in kind in the Trustee upon trust for sale with power to postpone sale or to direct that such land be held by such person or persons and in such manner as the Trustee thinks fit; occupy or use or permit to be occupied or used for the purposes of the trusts in this Deed, the whole or any part of any property which is comprised in the Trust Fund and in the case of occupation or use otherwise than by the Trustee, to permit such occupation for such period or periods and either free or in consideration of such rent or other payment and generally upon such terms and conditions and subject to such stipulations and provisions as the Trustee in its absolute discretion determines; purchase or otherwise acquire and take over (so far as it may be lawful all or any part of the property, assets, liabilities and engagements of any charitable company, institution, trust or body having objects similar to or including one or more of the Charitable Objects; 10

12 (m (n (o (p (q (r (s use the Trust Fund or any part of it for the purpose of carrying on either alone or in partnership with any other person, firm or company any business or trade of any nature. The Trustee shall not be under any liability in respect of any loss of capital or income of the Trust Fund arising out of the carrying on of any such business except to the extent provided in this Deed; act as trustee and to undertake and execute any charitable trust which may lawfully be undertaken by the Trustee to further the Charitable Objects and to perform any services in connection with the Charitable Objects gratuitously or otherwise; borrow or raise moneys for the purpose of the Trust with or without security and on such terms and in such manner as the Trustee thinks fit; draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, and other negotiable or transferable instruments of any kind; take any action for the adequate protection or insurance against loss, damage or any other risk of any part or all of the Trust Fund and to pay any insurance premiums out of the income or capital of the Trust Fund and any money received by the Trustee under any policy of insurance will be treated as if it were the proceeds of the sale of the property insured and shall form part of the Trust Fund; employ and remunerate or provide any benefit for any employee without being responsible for the default of the employee or for any loss occasioned by the employment; engage and remunerate any servant, agent, contractor or professional person to transact all or any business of whatever nature required to be done in pursuance of the trusts in this Deed including the day to day management of the affairs of the Trust and the receipt and payment of money, without being responsible for the default of the servant, agent, contractor or professional person or for any loss occasioned by the engagement; 11

13 (t (u (v (w (x (y seek and act on the advice of a qualified professional advisor (including a qualified lawyer or accountant without being responsible for any loss occasioned by any act or omission based on that advice; cause to be incorporated any company or association exclusively for the Charitable Purpose (either general or particular and to pay or transfer to any such company or association all or any part or parts of any asset comprised in the Trust Fund and in such event, the receipt of such company or association shall be a full discharge to the Trustee; discharge any debt or debts of any company established pursuant to the last foregoing power or to undertake with any such company to discharge the same or to assume or undertake jointly or severally with any such company liability for any debt or debts thereof whether by way of guarantee, indemnity or otherwise and generally upon such terms as to limit liability, time of payment and otherwise as the Trustee in its absolute discretion thinks fit and to give security in respect thereof by mortgaging or charging in any manner the Trust Fund or any part or parts thereof or any asset comprised therein; enter into any arrangements with any Government or authority (Federal, State, Territory, municipal, local or otherwise or with any charitable company, institution, trust or body that may seem conducive to the Charitable Objects or any of them, and to obtain from any such Government or authority, charitable company, institution, trust or body any rights, privileges and concessions which the Trustee may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions; institute and defend proceedings at law or in equity and proceed to the final end and determination or compromise any such proceedings as the Trustee thinks proper; subject to the terms of this Deed, make such rules and regulation for the management and government of the Trust and the administration of the Trust Fund and matters connected therewith as the Trustee thinks fit and to amend, vary, replace or revoke such rules and regulations; and 12

14 (z do all such other things as shall further the attainment of the Charitable Objects or any of them and generally to provide or promote the provisions of facilities ancillary to or calculated to promote or fulfil the Charitable Objects and to carry out such ancillary purposes as shall further the Charitable Purpose of the Trust. 5.6 Powers are supplementary The powers and discretions in sub-clause 5.5 are independent and shall not be limited by the each other and are to be treated as supplementary or additional to the powers trustees have at law. 6. LIABILITY FOR BREACHES OF TRUST 6.1 Indemnity Subject to sub-clause 6.2, the Trustee and any officer or agent of the Trustee, where purporting to act in the exercise of the trusts of this Deed or in the exercise of powers or discretions under this Deed is: (a (b not liable for any loss or liability; and entitled to be indemnified from the Trust Fund in respect of any loss, liability, costs and expenses 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 all matters incidental to the Trust. 6.2 Limitations Notwithstanding sub-clause 6.1, the Trustee or an officer or agent of the Trustee is not released from liability for, and is not indemnified from the Trust Fund for any loss, liability, cost or expense which is attributable to: (a (b (c the fraud or dishonesty of that Trustee, officer or agent of the Trustee; the gross negligence or recklessness of that Trustee, officer or agent of the Trustee; or a deliberate act or omission known by that Trustee, officer or agent of the Trustee to be a breach of trust or commission of an offence. 13

15 7. TRUSTEE 7.1 Company At all times every Trustee must be a corporation to which paragraph 51(xx of the Commonwealth of Australia Constitution Act applies or a body corporate that is incorporated in a Territory, whose directors are not disqualified from managing a corporation under the Corporations Act 2001 (Cth or from being a responsible person by the Commissioner for the Australian Charities and Not-for-Profit Commission. 7.2 Remuneration The Trustee may apply the Trust Fund or any part thereof to: (a (b pay fair and reasonable remuneration for the services of the Trustee in administering the Trust; and reimburse the Trustee for reasonable expenses, costs and charges of or incidental to the administration of the Trust. 7.3 Resignation of Trustee Subject to the requirements of this Deed and applicable law, any Trustee may at any time resign from the office of trustee. 7.4 When resignation of Trustee takes effect Where any Trustee resigns from the office of trustee under sub-clause 7.3, the resignation shall not take effect unless and until there is at least one other person holding the office of trustee. 7.5 Appointment of Trustee Subject to the requirements of this Deed and applicable law, the Trustee may at any time by deed: (a (b appoint any person either as a sole or joint Trustee in the place of any Trustee who has resigned or who otherwise ceases to be a Trustee whether upon the terms of this Deed or by operation of any law; or appoint any person as an additional Trustee of the Trust jointly with any continuing or other additional Trustee. 7.6 Trust Fund will vest in the Trustee Where any Trustee resigns or any person is appointed as the sole, joint or additional Trustee, the Trust Fund will by virtue of any such deed of 14

16 appointment of additional, joint or replacement Trustee be vested in the person or jointly with the persons who become the Trustee of the Trust without necessity for any vesting declaration, transfer, conveyance or other assurance. 7.7 New Trustee s powers Each person appointed under sub-clause 7.5 has the same powers, authorities and discretions as the original Trustee or the other additional Trustee, as the case requires. 7.8 Liquidation In the event of the Trustee going into liquidation (except for the purpose of amalgamation or reconstruction or some similar purpose or if a receiver or administrator is appointed, or if the Trustee becomes for any reason incapable of acting, the Council shall have the power under this Deed to appoint a new trustee of the Trust (within the meaning of section 11 of the Trustee Act (NT by deed and the provisions of this Deed and the Trustee Act (NT shall apply to any such appointment. 8. DETERMINATION BY TRUSTEE 8.1 Trustee s discretions and powers 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 the Trustee is exercisable at the absolute and uncontrolled discretion of the Trustee. 8.2 Determination Any determination, resolution, exercise of any discretion, identification or allocation by the Trustee made or required to be made under or in accordance with any provision of this Deed will be recorded in a written minute signed by the Trustee or, if the Trustee is a company, signed on behalf of the Trustee by the chair of the meeting of the directors of the Trustee and kept with the accounts and records for the Trust Fund. 8.3 Delegation Every Trustee that is a company may exercise or concur in exercising any discretion or power conferred on the Trustee (which is not to be exercised by any instrument in writing by a resolution of such company or by a 15

17 resolution of its board of directors or governing body or may delegate the right and power to exercise or concur in exercising any discretion or power to one or more members of its board of directors or governing body or one or more of its officers or employees duly authorised for that purpose. 9. RECORDS 9.1 Returns and information If required by law or the Commissioner of Taxation to do so, the Trustee must: (a (b prepare or cause to be prepared and provide to the Commissioner of Taxation a return for each financial year within the timeframe required by the Commissioner of Taxation; and respond to any request for material or information made by the Commissioner of Taxation in accordance with the Trustee s obligations under the Tax Acts. 9.2 Accounts and records (a (b 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. The Trustee must keep or cause to kept for the requisite periods all records required to be retained in accordance with all applicable laws. 9.3 Financial Statements As soon as practicable after the end of each financial year, the Trustee must prepare or cause to be prepared a financial statement showing the financial position of the Trust Fund at the end of that financial year in accordance with applicable Australian accounting standards. 9.4 Audit Each financial year, the Trustee must arrange for an audit of the financial statements by a person registered as an auditor under Part 9.2 of the Corporations Act 2001 (Cth. 10. AMENDMENT 10.1 General Subject to the written consent of the Council, the Trustee may by deed add 16

18 to or vary any of the provisions of this Deed and generally to declare new or further charitable trusts affecting the Trust Fund to further the Charitable Objects provided that no alteration or additional shall be made which would cause the Trust to cease to be a charity or charitable trust according to the laws of the Northern Territory of Australia or which would vary by dilution the Charitable Purpose of the Trust and further provided that the Trustee shall be expressly empowered to modify or vary the trusts and powers hereby declared if and insofar as the modification or variation may be required for the purpose of obtaining exemption for the income of the Trust Fund pursuant to the Tax Acts as amended from time to time or of any Act repealing or replacing the same Extension of powers Subject to the written consent of the Council, if at any time it shall appear to the Trustee that either by reason of change in the law affecting the administration of charities or trusts or of changes in social or political conditions or by reason of any defect or omission in the provisions of this Deed or for the more effectual execution of the Charitable Objects, the Trustee should possess or be invested with any further or other administrative powers which the Trustee does not or may not possess, the Trustee and the Council are hereby authorised and otherwise empowered to, by deed or deeds, supplement or alter or amend the provisions of this Deed to such an extent as may in their opinion be requisite for the purpose of conferring on the Trustee such further or administrative powers provided nothing in this sub-clause 10.2 shall authorise or be deemed to authorise any departure from or modification of the trusts declared by clause Termination Subject to the written consent of the Council, the Trustee may at any time by deed terminate any of the trusts in this Deed or revoke or terminate all of the trusts in this Deed and in doing so must specify the Vesting Date upon which the Trustee must pay or apply the whole of the remaining Trust Fund (after payment of all debts and liabilities to or for the benefit of any of the Charitable Objects in accordance with clause

19 11. GENERAL 11.1 Receipt 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 Trustee s decisions The Trustee may decide: (a (b (c whether any money is to be considered as capital or income; whether any expense, outgoing or other payment ought to be paid out of capital or income; and all questions and matters of doubt arising in the execution of the trusts of this Deed, and 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. 12. WINDING UP On the Vesting Date the assets of the Trust Fund remaining after satisfaction of all debts and liabilities of the Trust shall be transferred or otherwise applied exclusively for public charitable purposes of providing money, property or benefits for any one or more of the Charitable Objects or to funds, authorities or institutions which are charitable or have charitable purposes within the legal meaning of those terms and which have been approved by the Australian Charities and Not-for-profits Commission as a charity or endorsed as an exempt entity or deductible gift recipient under the Tax Acts. 13. SEVERABILITY If any provision of this Deed shall be: (a (b held by any court to be contrary to or inconsistent with the provisions of a charitable trust; invalid and not enforceable in accordance with its terms; or 18

20 (c contrary to any exemption granted to the Trust under the Tax Acts (as amended or replaced from time to time, then such provision shall be deemed to be deleted from this Deed and all other provisions which are self-sustaining and capable of separate enforcement without regard to such provision shall be and continue to be valid and enforceable in accordance with their terms. 14. GOVERNING LAW This Trust is established under, and is governed by, the laws of the Northern Territory of Australia and is subject to the exclusive jurisdiction of the laws of the Northern Territory of Australia and construed and regulated only according to the laws applicable in that Territory. EXECUTED AS A DEED SIGNED SEALED AND DELIVERED by Suzanne Archbold in the presence of:. Signature of witness. Name of witness. SIGNED SEALED AND DELIVERED by Northern Australian Aboriginal Pty Ltd (ACN in accordance with section 127 of the Corporations Act 2001 (Cth:. Signature of Secretary/Director. Name of Secretary/Director. Signature of Director. Name of Director 19