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14

INTERESTED TRUSTEES

14.1

Subject to clauses 14.3 and 14.4, a Trustee is entitled to act under this deed and to exercise all of the powers conferred on him or her even when the Trustees enter into or propose to enter into a Conflict Transaction for that Trustee.

14.2

A Conflict Transaction exists for a Trustee when:

(a)

the Trustee is or may be or becomes associated (whether as director or otherwise in a private capacity or as trustee of another trust) with any company, partnership, organisation, group or trust with which the Trustee is transacting or dealing in his or her capacity as Trustee; or

(b)

the interests or duty of the Trustee in any particular matter conflicts or might conflict with his or her duty to the Trust or any of its beneficiaries; or

(c)

the Trustee is transacting or dealing as Trustee with himself or herself in another capacity.

14.3

When a Conflict Transaction exists for a Trustee and there is at the time more than one Trustee:

(a)

the Trustee for whom the Conflict Transaction exists must declare the nature of the conflict or the potential conflict at a meeting of the Trustees; and

(b)

if required by the other Trustees, the Trustee must not take part in any deliberations or proceedings, including voting or other decision-making, relating to the Conflict Transaction, and the clauses in this deed relating to proceedings of the Trustees will be deemed to be varied accordingly; and

(c)

if the Trustee contravenes paragraphs (a) and (b) of this clause, his or her vote or other decision will not be counted, and neither will the Trustee be counted in the quorum present at the meeting and the clauses in this deed relating to proceedings of the Trustees will be deemed to be varied accordingly;

provided however that no Conflict Transaction will prevent a Trustee acting with the authority of the other Trustees to further the Objects of this Trust.

14.4

When there is a Conflict Transaction, and

(a)

there is at the time a sole Trustee; or

(b)

because of clause 14.3 there are at the time no Trustees who are permitted to vote or decide on the Conflict Transaction -

the Trustees may still enter into the Conflict Transaction if they have obtained a written confirmation from a lawyer, accountant or other reputable professional person of independent status that the Conflict Transaction is proper and in all other respects in order for the Trust to enter into.