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27

WINDING UP

27.1

The Trustees may at any time wind up the Trust by resolution adopted by a majority of the Trustees then in office at a meeting of the Trustees at which a quorum is present.  If the number of Trustees is less than four, a resolution to wind up the Trust must be adopted by a majority vote at a meeting of the Trustees at which all Trustees then in office are present, or if all Trustees are not present with the majority vote of all Trustees including any absentee vote submitted in accordance with clause 16.13.

27.2

A meeting of the Trustees at which a motion to wind up is made must be called by the Chair of the Trustees or any two Trustees, and notice must be given to all Trustees in accordance with clauses 16.7, 16.8 and 16.9 as if it were an annual meeting, unless all Trustees then in office sign a waiver of notice, either before or during the meeting.  The reason for the meeting, to wind up the Trust, must be stated in the notice.

27.3

On winding up of the Trust, the Trustees will pay or apply such of the capital and income of the Trust Fund as then remains towards the furtherance within New Zealand of such of the Objects as the Trustees determine. If the Trustees cannot agree, the income and capital will be paid or applied to such of the Objects as a judge of the High Court of New Zealand directs.

28

GOVERNING LAW

28.1

The Trust will be governed by and construed in accordance with the laws of New Zealand.

28.2

The Trust is organised and will be operated exclusively for charitable, scientific and educational purposes within the meaning of section 50l(c)(3) of the United States Internal Revenue Code.

Executed as a Deed

Signed by

Graeme John Woodhouse
as an Original Trustee.

David Roger Given
as a Trustee.

Simon Eric Knight Reeves
as a Trustee.

Geoffrey MacGregor Turnbull
as a Trustee.