(i) Mr Wilson set aside his home and extensive grounds in Lake Road and St Leonard’s Road, Takapuna as a home for crippled children (“the Wilson Home for Crippled Children”); and

(ii) An Endowment Fund was established to fund the running of such home, including maintenance and upkeep of the grounds.

“Children” means persons 21 years of age or younger; and “Disabilities” means physical impairment of the normal functions of the body or limbs. Such Disabilities may be either congenital or acquired and may have multiple causes but the primary disability must be physical. This definition of Disabilities excludes children whose disability is primarily an intellectual disability; primarily a behavioural/cognitive disability or primarily a mental illness.

“Families” means parents, whanau, primary care givers and/or siblings.

For the avoidance of doubt the Trust shall not be obliged to offer treatment or assistance to every child or family coming within such qualifying criteria but the Trustee may determine as a matter of policy types of Disability which will be the subject of assistance by the Trust and types of Disability which for the time being will not be assisted.

(a) Residential care for Children with Disabilities living in the Qualifying Area.

(b) Provision of medical, dental and nursing services to such children.

(c) The education, training, rehabilitation, physiotherapy treatment and enhancement of skills and quality of life of such children, with a view to assisting them to help overcome their disabilities and to live more normal lives.

(d) The providing of residential accommodation for Families of Children with
Disabilities either on a one off basis from time to time or for more indefinite longer periods including providing advice, nursing assistance, parent liaison and training for such families.

(e) The undertaking of training and research into the treatment, assistance, rehabilitation and best practices for dealing with Children with Disabilities and the dissemination of such knowledge through training of staff, holding of conferences, publication of papers and sundry similar activities.

(f) The co-operation with other service providers in the community having similar or overlapping objectives as the trust with a view to forming partnerships with such other service providers for the provision of assistance, services, the combining of knowledge, the better utilisation of resources and the maximisation of the effectiveness of the Trust’s work generally to assist Children with Disabilities.

(g) The acceptance of contracts from Health Authorities and other agencies for the provision of services to assist Children with Disabilities living in the Qualifying Area and their Families PROVIDED such contracts appear at the time of engagement, likely to be profitable.

(a) To apply or invest all or any moneys coming into the hands of the Trustee and available for the purpose in or towards the purchase or acquisition of any real or personal property or any interest therein (whether in New Zealand or elsewhere) or in such mode or modes of investment or in such security or securities and whether in New Zealand or elsewhere as in the opinion of the Trustee may be beneficial to the Trust its funds and assets and in particular but without prejudice to the generality of the foregoing in debentures or debenture stock, preference, ordinary or deferred shares or guaranteed preference ordinary or deferred stock issued or guaranteed by any company and whether incorporated in New Zealand, or in any other country anywhere in the world.

(b) To subdivide, develop sell or join in selling all or any part of the real and personal property forming part of the Trust’s assets (other than any part of Lot on the attached plan “B”) either by public auction or private contract or in such other manner (including the granting of options to purchase) and subject to such terms and conditions as the Trustee shall think fit with power to give time for payment of the purchase money with or without security AM) without being liable for losses to allow such portion of the purchase money as the Trustee think fit to remain owing under Agreement for Sale and Purchase or on mortgage although the margin of security may not be sufficient for the purposes of the Trustee Act 1956 and with power also to buy in any property offered for sale and to rescind any contract of sale and to sell again without being responsible for any diminution in price and generally to deal with the same in all respects as if the Trustee were the absolute owner of the property so sold.

For the purposes of this clause, the terms “subdivide” and “develop” shall include engaging consultants; obtaining consents; completing works payments and contracts; and carrying out all other activities needed to o6tain new titles for the lands being subdivided and developed.

c) To vary or transpose any investments made into or for others of any nature hereby authorised and to reinvest the proceeds of any sale of any real and/or personal property forming part of the Trust’s assets in investments of a nature hereby authorised.

(d) To postpone the sale calling in and conversion of any real and personal property comprising the Trust’s assets or any part thereof for so long as they think fit notwithstanding that it may be of a wasting speculative or reversionary nature.

(e) To let lease or bail and join in so doing any freehold or leasehold property and/or any plant and chattels which or an interest in which for the time being forms part of the Trust’s assets either from year to year or for any term of years or otherwise at such rent and subject to such terms and conditions as the Trustee thinks fit including at the discretion of the Trustee an optional or compulsory purchasing clause and also to accept surrenders of leases and tenancies and bailments and generally to manage the same as the Trustee shall think fit AND to take on lease or under bailment any freehold or leasehold property and/or plant and chattels or an undivided interest therein from any person or persons (including any Trustee) either from year to year or for any term of years or otherwise at such rent and subject to such terms and conditions as the Trustee thinks fit including at the discretion of the Trustee an optional or compulsory purchasing clause and also to surrender leases tenancies and bailments and generally to deal with the same as the Trustee shall think fit,

(f) From time to time to obtain the renewal of any lease grant tenancy or occupation of any lands which or an interest in which for the time being forms part of the Trust’s assets and of any easement right or privilege annexed in enjoyment thereto for such term at such rent and upon and subject to such terms and conditions as the Trustee thinks fit.

(g) To consent to and join in the partition of any assets, an interest in which forms part of the Trust’s assets and to take a transfer of such assets or a transfer of an undivided share or interest in such assets and for the purposes aforesaid to settle and agree upon the valuation of any such assets and to receive or pay or agree to pay such moneys as the Trustee shall think proper by way of equality on division of such assets and any such partition valuation and payment shall be final and binding on all persons beneficially interested under these presents.

(h) To enter into an exchange or exchanges of any real or personal property which or an interest in which for the time being forms part of the Trust’s assets with or without payment or receipt of moneys for equality of exchange upon such terms and at such values as the Trustee thinks fit.

(i) Generally to maintain repair manage improve and develop any real or personal property which or an interest in which for the time being forms part of the Trust’s assets and in the discretion of the Trustee to expend any part of the Trust assets or funds for the said purposes or any of them.

(j) During the period of postponement of sale or conversion of any real or personal property forming part of the Trust’s assets to make out of the Trust’s funds any outlay the Trustee may think proper for payment of calls on shares or otherwise in respect thereto for the benefit of the Trust’s assets AND in respect of any shares in companies to exercise the same powers as the Trustee might do as if the absolute owner thereof,

(k) To promote form or concur in any steps or proceedings which may be taken to form a company for any purpose whatsoever including the purpose of purchasing or acquiring any undertaking business and/or assets which or an interest in which forms part of the Trust’s assets or for the purpose of purchasing or acquiring the undertaking business and/or assets of any company in which the Trustee may hold shares AND to sell and transfer any such undertaking business and/or assets to any company or to the trustees for any company proposed to be formed and to carry out and complete any scheme or arrangement for the amalgamation of any such undertaking business and/or assets with the undertaking business and/or assets of any company or companies on such terms (as to the price or consideration being received) and whether in cash or in shares (ordinary preferred or deferred) or in debentures or debenture stock of the purchasing company or partly in one way and partly in another and generally upon such terms and conditions as the Trustee shall think fit with power to allow time for payment of the whole or part of any cash consideration whether with or without security therefore AND the Trustee shall have the widest authority and discretion to effect any such sale or amalgamation on such terms and conditions in every respect as they could do if it was the absolute and beneficial owner of the Trust’s funds and assets.

(l) To provide out of the Trust’s assets further capital for any company in which the Trustee may hold shares or which it may have acquired or propose to acquire or for any business undertaking andor assets which or an interest in which forms part of the Trust’s assets and to do so either by way of advances loans guarantees or taking-up shares or further shares in such company or in such other manner and upon such terms and conditions and in the case of advances loans and guarantees with or without taking security as the Trustee may think fit.

(m) If at any time any company in which the Trustee shall hold shares shall be reconstructed or rearranged or shall create a further issue of capital or shall carry into effect any scheme for capitalisation of its profits or for merger with any other company THEN and in every such case (in addition to any statutory or other powers vested in the Trustee) to take up further shares in such company or in any new company which may be formed in connection with such reconstruction rearrangement or merger as the Trustee in its absolute discretion thinks fit whether such shares so taken up be wholly paid or partly contributory and the Trustee may agree to such reconstruction rearrangement further issue of capital capitalisation of profits or merger on such terms and conditions as the Trustee thinks fit and may execute any deed agreements or other document relating thereto,

(n) To acquire any business of any description or an interest therein or to commence any business of any description either alone or in partnership with any other person or persons or company (whether acting in a fiduciary capacity or otherwise) and to carry on or join in carrying on any such business as the Trustee may think fit in such manner and for such period or periods as the Trustee may think fit AND the Trustee shall (subject always however in the case of a partnership or other joint business to the terms and conditions contained in any agreement or company constitution) have absolute and uncontrolled and unfettered power authority and discretion in the management and control of any such business.

(o) To employ in any such business or withdraw therefore the whole or any part of the Trust’s assets and funds and from time to time to advance to or employ in any such business with or without taking security therefore any additional capital and any income of the Trust’s assets which the Trustee may deem advisable for the more effectual carrying on of such business or partnership.

(p) To concur in or cause the winding up of the affairs of any such business or the withdrawal of the Trustee therefore upon such terms and in such manner as the Trustee thinks fit.

(q) To deposit or lend any moneys on current account or otherwise with or without security and whether bearing interest or not with any person bank firm or company as in the opinion of the Trustee may be beneficial to the Trust’s assets or to any of the purposes of the Trust or to any beneficiary hereunder.

(r) To effect or take an assignment of insurances of whatsoever nature type or kind relating to property of whatsoever type kind or description whether real or personal or relating to any person or persons whomsoever and to keep and keep valid and subsisting any such policy of insurance and to transfer assign surrender mortgage andlor otherwise deal with any legal or beneficial interest in any policy of insurance and to accept any transfer or assignment and mortgage of any legal or beneficial interest in any policy of insurance and to hold accept and deal with any interest whatsoever in any policy of insurance or the proceeds thereof in all respects as if the Trustee the absolute owner thereof.

(s) For the purpose of repaying or rearranging mortgages or subdividing and or improving any real or leasehold property or for commencing or carrying on or assisting any partnership or other business or assisting any company in which the Trust has an interest or for the purpose of making any investment or purchase authorised by these presents and for any other purpose whatsoever deemed by the Trustee to be in the interest of the Trust or of any beneficiary hereunder to borrow raise or secure either alone or jointly or in common with others or otherwise any moneys on overdraft or otherwise with or without security by way of mortgages charges instruments by way of security liens or securities over land plant shares chattels and the whole or any part of the Trust Fund from any person firm company bank or other corporation at such rate of interest and for such term and generally on such conditions as the Trustee think fit and to sign and execute any mortgage deed agreement or document in connection therewith AND any person firm company bank or corporation lending money to the Trustee shall be in no manner concerned to enquire as to the application of such moneys or as to the purpose for which such moneys may be borrowed PROVIDED HOWEVER that the Trustee shall be entitled to a complete and full indemnity from the Trust Fund and every part thereof for any purpose whatsoever under the provisions hereof AND in particular under any mortgage or other security given by the Trustee over the Trust Fund or any part thereof.

(t) To enter into by the Trustee alone or to join in entering into together with any other person persons or company any guarantee the giving of which the Trustee shall consider to be in the interests of the Trust’s assets or of any beneficiary hereunder and to authorise any company in which the Trustee shall hold shares to enter into such guarantee or enter upon any other arrangement whatsoever which the Trustee shall consider to be in the interests of the Trust Fund or of any beneficiary hereunder.

(u) From time to time to renew or vary or rearrange upon such terms as the Trustee thinks fit any mortgages charges debts or overdrafts payable out of the Trust’s funds and assets and guarantees given by the Trustee and also to renew vary or rearrange upon such terms as the Trustee thinks fit any mortgages charges or debts forming part of the Trust.

(v) To start and subscribe to depreciation funds or other reserve funds for any purpose the Trustee may deem advisable PROVIDED the Trustee shall not be obliged to account for the assets and funds of the Trust in separate capital and/or income accounts, but instead may account for all such assets and funds in the most convenient and efficient manner from time to time; and in particular but not in limitation the Trustee may apply all of the assets and funds of the Trust from time to time for any purpose authorised to it under the Deed of Declaration of Variation of Trust, whether of the nature of a capital expenditure and/or of the nature of a current operating expenditure in accordance with the within Schedule of Trustee Powers.

(w) To agree and settle accounts with all persons firms or companies liable to account to the Trustee and also to compromise all questions relating to the Trust’s assets and to grant effectual receipts discharges and releases.

(x) To employ and discharge such managers, employees, health professionals, contractors, other agents surveyors engineers solicitors accountants and other persons as the Trustee may think fit and to pay such fees salaries wages or other remuneration in every case as the Trustee may deem expedient AND generally at its uncontrolled discretion instead of acting personally to employ and pay any person firm company or corporation to do any act of whatever nature relating to the trusts hereof including the receipt and payment of money without being liable for loss incurred thereby.

(y) To determine all questions arising with reference to these presents and the Trust’s funds and the administration thereof,

(z) To take and act upon the opinion of any lawyer practising in the High Court of New Zealand whether in relation to the interpretation of these presents or any other document or Statute or as to the administration of the trusts hereof without king liable to any of the persons beneficially interested hereunder in respect of any act done by them in accordance with such opinion but nothing this power contains shall prohibit the Trustee from applying to the Court if it should think fit or shall prohibit any beneficiary from so doing.