THIS DEED OF TRUST is made the 13th day of June 1985 by GRAHAM UERATA CLARK of Otahuhu Watersider NGAIRE NICOLA CLARK of Otahuhu his wife NORMAN NOPERA HOETE of Tuakau Farmer GEORGE HAIMONA TUKUA of Papakura Pensioner and VAAL HUINGAHAU KUKUTAI of Auckland Contractor (hereinafter called “the trustees”)

WHEREAS—

• (1) By a deed bearing date the 3rd day of July 1839 the seventeen persons therein described as the chiefs of Ngati Tahinga purported to deliver up, sell and give away that portion of land, Maraetai, therein described which lies at the mouth of the river Waikato to Manihera (Reverend Robert Maunsell) and Ahiwera (Benjamin Ashwell) as land in perpetuity for the Committee of Missionaries of the Church of England or for any other person whom that said Committee might name and gave up the land, the trees, the waters, and everything of every kind above and beneath that said land in return for a payment consisting of 23 blankets, one Sovereign, 12 axes, 16 adzes, 14 shirts, 14 trousers (duck), 14 pounds of soap, 10 New Testaments, 13 scissors, 6 spades, 17 (pocket) looking glasses, 20 razors, 6 handkerchiefs, and 55 pounds of tobacco:

• (2) By a deed bearing date the 30th day of August 1839 the fifteen persons therein described as the chiefs of Ngati Karewa and Ngati Tahinga purported to deliver up, sell and give up the kainga, the cultivations, the wood, viz. part of Putataka which also lies at the mouth of the river Waikato and is adjacent to the land, Maraetai, comprised in the said deed of the 3rd day of July 1839 to the said Manihera and the said Ahiwera as a kainga (property), land, in perpetuity for the said Committee or for any person whom that Committee should name and gave the trees, the waters and everything above and below that Kainga as a payment for 12 blankets, 12 axes, 16 adzes, 10 trousers (duck), 10 shirts, 3 pounds of money, 3 plane irons, 3 chisels, 20 fish hooks, 6 pounds of soap, 8 spades, 50 pounds of tobacco, 2 razors and 4 knives:

• (3) It was contemplated and understood by the said chiefs that the said land comprised in such deeds was to be used for a mission station and school for the benefit of their own people, such mission station and school to be provided and maintained by the said Committee of Missionaries or their successors:

• (4) The said deeds were subsequently the basis of a land claim which was made by the Church Missionary Society and which was heard and examined by Mr Commissioner Godfrey exercising his powers under Colonial Ordinance 4 Vict. Session I No. 2:

• (5) On the 1st day of July 1843 the said Commissioner having heard and examined the said claim reported that he was of opinion that the said Society had made a bona fide purchase from such native chiefs and recommended that a grant of the said land should be issued to the said Society excepting 100 feet from high water mark:

• (6) The value of the said goods was assessed at sixty-one pounds ten shillings:

• (7) Pursuant to the subsequent confirmation of such report by Mr Commissioner Bell exercising his powers under the Land Claims Settlement Act 1856 the said land was by a deed of grant bearing date the 1st day of November 1859 and registered in the Land Registry Office at Auckland under No. 86G (1/21) (hereinafter called “the crown grant”) granted by the Crown to the Venerable George Adam Kissling Archdeacon of Waitemata and the Reverend Robert Burrows Secretary of the Church Missionary Society in New Zealand their heirs and assigns for ever in trust for the Church Missionary Society for Africa and the East:

• (8) The said land was ancestral land of the sub-tribes of Ngati Karewa and Ngati Tahinga:

• (9) By a deed of conveyance bearing date the 28th day of September 1896 and registered in the said registry office as No. 136908 (R55/216) the said Robert Burrows as the surviving trustee in whom the said land was then vested conveyed the said land to The New Zealand Mission Trust Board (hereinafter called “the Board”) a body incorporated under (then) the Religious Charitable and Education Trust Boards Incorporation Act 1884 and (now) the Charitable Trusts Act 1957 in which Board the management of the affairs of the said Church Missionary Society for Africa and the East had become vested:

• (10) Portions of the said land having at various times been sold or dedicated as roads or reserves the Board was on the 31st day of December 1982 seized of the residue thereof together with accretions thereto being the land described in the first schedule hereto and portions having from time to time been leased the Board was on the said date possessed of the moneys and investments described in the second schedule hereto:

• (11) There having been neither a mission station nor a school on the land since the year 1853 it is now just and desirable that the land monies and investments described in the schedules hereto be transferred by the Board to trustees to be held on the charitable trusts hereinafter set forth:

• (12) At a duly convened meeting of members of the said sub-tribes held on the 23rd day of August 1980 the trustees and two other persons who are no longer willing and able to act were elected as trustees to receive the said land moneys and investments described in the schedules hereto on behalf of the said sub-tribes and to hold the same on the trusts hereinafter set forth:

• (13) The trustees have jointly agreed to act as such trustees and to receive the said land moneys and investments described in the schedules hereto upon trust as aforesaid:

• (14) Subject to the passing of an act of the General Assembly of New Zealand in Parliament which it is intended to promote and which would enable the Board to effectuate such transfer the Board resolved on the 16th day of February 1981 to transfer as soon as possible after the 31st day of December 1982 the said land moneys and investments described in the schedules hereto to the trustees to be held by them on the trusts hereinafter set forth in lieu of and freed and discharged from the trust set forth in the crown grant and from all other trusts.

NOW THIS DEED WITNESSES as follows:—

• 1. IN this deed the expression “the trust property” means the land monies and investments described in the schedules hereto and any further property which may hereafter be acquired by the Trustees for the purpose of the trusts declared in this deed and all property from time to time derived from or representing any of such lands monies investments or further property.

• 2. THE beneficiaries of this trust shall be the Maori people of New Zealand but so that preference is given to the peoples of the sub-tribes of Ngati Karewa and Ngati Tahinga and their descendants and families and in this deed the expression “beneficiaries” includes all or any of such persons and the expression “beneficiary” has a corresponding meaning and the expression “preferential beneficiary” means a person to whom preference may be given as aforesaid and the expression “preferential beneficiaries” has a corresponding meaning.

• 3. THE trustees declare that they shall hold the trust property UPON TRUST to promote the education, vocational training and religious and spiritual welfare and relief of poverty of and the provision of health care for indigent or impoverished beneficiaries.

• 4. BY way of achieving the aforesaid objects the trustees shall have power to do all or any of the following:—

  • (i) To subsidize or make grants or loans for housing schemes whether on ancestral lands or elsewhere;

  • (ii) To provide subsidize or make grants or loans towards the provision of medical nursing and dental services;

  • (iii) To provide subsidize or make grants or loans towards the provision of water supplies, sanitation works, drainage and electrical installations;

  • (iv) To make grants or loans towards the relief of indigence or distress;

  • (v) To construct, establish, manage, maintain, repair or improve Maori churches, church halls, cemeteries and other religious facilities and institutions or to subsidize or make grants or loans towards the provision of any such things;

  • (vi) To promote foster and encourage the study and development of Maoritanga in all its aspects;

  • (vii) To make grants or loans to funds established or bodies formed for the promotion of the education of Maori people or for assisting Maori people to obtain training or practical experience necessary or desirable for any trade or occupation;

  • (viii) To help beneficiaries by providing scholarships, exhibitions, bursaries or other financial assistance to secure the benefits of education or training;

  • (ix) To provide books, clothing and other equipment for beneficiaries and to make grants for any such purpose;

  • (x) To make grants or loans generally for the purpose of assisting with the education or training of beneficiaries for any employment or vocation;

  • (xi) To provide, maintain or contribute towards the cost of residential accommodation for children in relation to their education or training.

• 5. THE trustees shall also have power—

  • (i) To acquire any real or personal property whether by way of purchase, lease, exchange or otherwise;

  • (ii) To dispose of any real or personal property whether by way of sale, lease, exchange or otherwise;

  • (iii) To occupy and manage any land or buildings whether for farming, forestry, reclamation, industrial or any other purpose and to permit any person to occupy any such land or buildings whether for such purpose or any other purpose;

  • (iv) To make any land available for common use by preferential beneficiaries or other Maori people and to use it to promote any of the objects hereinbefore set forth for the purpose of farming, forestry or reclamation or for any industrial or any other purpose or of otherwise utilizing or exploiting such land;

  • (v) To lend and borrow money on such security as the trustees think fit or without security and at such rate of interest or without interest and on such terms and conditions as the trustees may think fit;

  • (vi) To acquire or carry on any type or class of fishing or farming business or operations whether directly or by means of share farming or otherwise and either alone or in partnership or venture with any other person, persons, firms or corporations as the trustees may think fit;

  • (vii) To purchase or otherwise acquire any stock, implements or chattels and to sell or otherwise dispose thereof and of crops, produce and timber with power to raise loans on the security thereof;

  • (viii) To employ in any business or partnership in which the trustees are interested or concerned any capital which the trustees may think fit for the more efficient carrying on of such business or partnership;

  • (ix) To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company;

  • (x) To apply for, purchase, or otherwise acquire any patents, patent rights, copyrights, trade marks, formulas, licences, concessions, and the like, conferring any exclusive or non-exclusive or limited right to use, or any secret or other information as to, any invention which may seem capable of being used for any business in which the trustees are authorised to invest or the acquisition of which may seem calculated directly or indirectly to benefit the trust property or to promote the objects of this trust, and to use, exercise, develop, or grant licences in respect of, or otherwise turn to account, the property, rights or information so acquired;

  • (xi) To amalgamate or enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concession, or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or transaction which the trustees are authorised to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the trust property or to benefit the objects of this trust;

  • (xii) To take, or otherwise acquire, and hold shares, debentures or other securities of any company;

  • (xiii) To enter into any arrangements with any Government or authority, supreme, municipal, local, or otherwise, that may seem to benefit the trust property or to promote the objects of this trust; and to obtain from any such Government or authority any rights, privileges, and concessions which the trustees may think it desirable to obtain; and to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions;

  • (xiv) To construct, improve, maintain, develop, work, manage, carry out, or control any buildings, works, factories, mills, roads, ways, bridges, reservoirs, watercourses, warehouses, shops, stores, and other works and conveniences which may seem calculated directly or indirectly to benefit the trust property; and to contribute to, subsidize, or otherwise assist or take part in the construction, improvement, maintenance, development, working management, carrying out, or control thereof;

  • (xv) To invest and deal with any money not immediately required in such manner as may from time to time be required;

  • (xvi) To take or hold mortgages, liens, and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any property of whatsoever kind sold by the trustees, or any money due to them from purchasers and others;

  • (xvii) To enter into any arrangement with any government or local or other authority which in the opinion of the trustees may be directly or indirectly conducive to the attainment of any of the objects of this trust and to obtain from any such government or local or other authority any rights privileges licences or concessions as the trustees think fit and to carry out exercise and comply with any such arrangements, rights, privileges licences and concessions;

  • (xviii) To obtain promote and procure any order, act of Parliament, town planning ordinance, classification, designation, by-law or consent which in the opinion of the trustees may be directly or indirectly conducive to the attainment of the objects of this trust and to oppose any proceedings, applications, classifications, designations, orders, acts, ordinances or by-laws which may seem to the trustees to be likely directly or indirectly to prejudice or injure the interests objects or purposes of this trust;

  • (xix) To apply for incorporation under the Charitable Trusts Act 1957 or any other statute;

  • (xx) To postpone the sale, calling in and conversion of any property for any period notwithstanding it may be of a wasting or speculative or reversionary nature;

  • (xxi) To allow any property or investment to remain in its existing form for any period or to remain uninvested and to act in all respects as if the trustees were unimpeachable for waste;

  • (xxii) To do all such other things as in the opinion of the trustees may be incidental or directly or indirectly conducive to the attainment of any of the objects of this trust or to the exercise of any of the foregoing powers;

  • (xxiii) To do all or any of the things which trustees are authorised to do by the Trustee Act 1956 or the Charitable Trusts Act 1957 or any statutory modification or re-enactment thereof.

• 6. THE powers set forth in the sub-clauses of clauses 4 and 5 hereof are so set forth by way of illustration only and are not in any way restrictive of the powers of the trustees who on the contrary shall have full power to do anything and everything that in their opinion may be directly or indirectly conducive to the attainment of the objects set forth in clause 3 hereof and none of the said powers set forth in any of such sub-clauses shall be in any way limited or restricted by reference to or any inference from the terms of any other sub-clause or by the order in which they appear nor be deemed subsidiary or ancillary to any other sub-clause or power and in the event of any ambiguity the said sub-clauses and this clause shall be construed in the most liberal way so as to widen and not restrict the powers of the trustees as to the attainment and the mode of attainment of the objects set forth in clause 3 hereof.

• 7. (1) EVERY trustee hereof shall be entitled whether he is engaged in any profession or business or not to charge and be paid all reasonable and proper fees for his time and trouble in his capacity as trustee in attending meetings of trustees and in carrying out and seeing to the execution of the trusts hereof.

• (2) ANY trustee hereof who or whose firm is employed by the trustees shall be entitled whether he is engaged in any profession or business or not to charge and be paid a reasonable remuneration appropriate to the services rendered.

• (3) A trustee shall not be prevented by reason only of his or her trusteeship from being a beneficiary hereunder but shall not take part in any discussion by the trustees or vote on any question in which he or she or his or her spouse or child has a material or pecuniary interest as a beneficiary nor shall he or she be counted in the quorum present at the meeting when any such question is decided.

• 8. THE trustees shall maintain proper books of account which shall be regularly audited by a chartered accountant and may be inspected at any time by any beneficiary.

• 9. (1) UNLESS and until otherwise unanimously decided by resolution of all the trustees the quorum necessary for the transaction of business by the trustees shall be four.

• (2) THE trustees shall keep proper minutes of all business transacted by them and the minutes may be inspected at any time by any beneficiary.

• (3) THE trustees shall meet from time to time as may be necessary to transact the business of the trust and shall meet at least once a year to receive the audited accounts which shall be attached to the minute book.

• (4) THE trustees shall from time to time elect one of their number to be chairman at their meetings and at any meeting convened for the purpose of clause 11 hereof and may by resolution remove such chairman and appoint another in his place.

• 10. (1) THE trustees shall forthwith give public notice of the formation of this trust by advertisement in the New Zealand Herald summarising the general objects of the trust and inviting persons claiming to be members of either of the sub-tribes of Ngati Karewa and Ngati Tahinga to submit their written whakapapa and any other relevant personal details including dates of birth to the trustees at an address to be given in the advertisement.

• (2) THE trustees shall as soon as practicable thereafter cause to be prepared a roll containing the names and addresses of all beneficiaries of the age of 18 years and upwards being members of the sub-tribes of Ngati Karewa and Ngati Tahinga and shall from time to time make all such additions and corrections to the roll as may be necessary.

• (3) IT shall be the responsibility of each such beneficiary to ensure that his or her name is included in the roll and to supply to the trustees his full postal address for the time being and each such beneficiary shall have the right to inspect the roll at any reasonable time.

• (4) THE trustees shall have jurisdiction to determine whether any person applying for inclusion in the roll is qualified for inclusion.

• 11. (1) WHERE a trustee—

  • (i) Is dead or

  • (ii) Remains out of New Zealand for the space of 12 months during which no delegation of any trusts, powers or discretions vested in him as such trustee remains in operation under Section 31 of the Trustee Act 1956 or

  • (iii) Expresses in writing a desire to be discharged from all or any of the trusts or powers reposed in or conferred on him or

  • (iv) Refuses to act or

  • (v) Has become unfit to act or incapable of acting or

  • (vi) Is absent without leave from four consecutive meetings of the trustees of which such trustee has been duly notified or

  • (vii) Is adjudged bankrupt or

  • (viii) Is convicted of an indictable offence

  then he or she shall cease to be a trustee and the following provisions of this clause shall apply and shall govern the appointment of a new trustee or trustees in the place of the first-mentioned trustee.

• (2) ON becoming aware of the happening of any of the events specified in subclause (1) of this clause the surviving or continuing trustees shall convene a general meeting for the purpose of appointing a new trustee or new trustees and the notice of the general meeting shall specify the event or events occasioning the need to appoint a new trustee or new trustees and any other business to be transacted.

• (3) AT any general meeting convened under this clause the trustees shall report to the meeting as to the reason for convening it and the meeting may subject as hereinafter provided appoint any new trustee or trustees.

• 12. (1) WHERE a requisition in writing is given to the trustees signed by 25 or more beneficiaries whose names are included on the roll and calling for the removal or replacement of a trustee named in the requisition and/or for the appointment of an additional trustee or trustees then the following provisions of this clause shall apply.

• (2) SUBJECT to the provisions of subclause (3) of this clause on receipt of any such requisition the trustees shall convene a general meeting to consider it and to decide whether to remove and replace any trustee named in it and/or to appoint any additional trustee or trustees as the case may require and the notice of the general meeting posted pursuant to subclause (1) of clause 13 hereof shall be so posted not more than two weeks after the receipt of the requisition and shall specify the purpose for which it is convened the name of the trustee if any named in the requisition and the names of the requisitionists.

• (3) THE trustees shall not be obliged to act on any requisition received within 12 months after a previous requisition nor on any requisition calling for the appointment of an additional trustee or trustees if at the time when the requisition is received the trustees are already seven in number.

• (4) AT any general meeting convened under this clause—

  • (i) The trustees shall submit to the meeting proper accounts of their trusteeship setting forth sufficient details of all assets liabilities receipts and payments and showing which receipts and payments are on account of capital and income respectively;

  • (ii) The trustees shall and the requisitionists may report to the meeting as to the reason for convening it;

  • (iii) Where the meeting was convened to consider a requisition calling for the removal or replacement of a trustee it may confirm that trustee as a trustee or remove that trustee from his or her trusteeship;

  • (iv) The meeting may subject as hereinafter provided appoint any new trustee or trustees.

• 13. (1) NOTICE of every general meeting shall be posted by ordinary prepaid letter post to every person whose name and address are included in the roll and shall be so posted not less than three nor more than eight weeks before the meeting but the accidental failure of the trustees to send or of any person to receive any notice shall not invalidate any such meeting or any business transacted at it.

• (2) EVERY trustee and every person whose name is included in the roll shall be entitled to attend and vote at a general meeting.

• (3) THE decision of a general meeting shall be taken on a majority of persons present and voting and their decision shall be final.

• (4) SUBJECT to the provisions of subclause (5) of this clause it shall not be necessary for the number of new trustees appointed to correspond with the number of vacancies or for any new trustees to be appointed.

• (5) THERE shall be not less than five nor more than seven trustees.

• (6) NO person shall be appointed a trustee without his previous consent or whose name is not included in the roll.

• (7) A memorandum under the hand of the chairman and attested by two or more witnesses and in the form referred to in section 4 of the Charitable Trusts Act 1957 shall be for all purposes sufficient evidence of the appointment of trustees at the meeting to which the memorandum relates.

IN WITNESS WHEREOF these presents have been executed the day and the year first hereinbefore written.

• 1. Estates in fee simple (subject to registered leases) in Lots 6, 18, 28, 31, 32, 35, 37, 38, 41, 46, 47, 50, 57, 67, 70, 74, 76, 78, 79 and 80 Deposited Plan 1186 (South Auckland Registry).

• 2. An estate in fee simple (subject to a registered lease) in Lot 1, Deposited Plan 18755 (South Auckland Registry).

• 3. Estates in fee simple (subject to registered leases) in Lots 1, 2, 3, 5, 10, 11, 15, 16, 21, 22, 23, 24, 28, 29, 32, 38 and 39 Deposited Plan 11122 (South Auckland Registry).

• 4. Estates in fee simple in Lots 4, 5, 7, 9, 10, 11 and 15 Deposited Plan 23882 (South Auckland Registry).

• 5. An estate in fee simple in Lot 1, Deposited Plan 26557 (South Auckland Registry).

• 6. An estate in fee simple in Lot 83, Deposited Plan 1186 (South Auckland Registry).