This deed is made the 25th day of July 1972 by Douglas Lenard Hazard, chartered accountant, Wilfred Allen Subritzky, solicitor, Michael Pierce Hay, sharebroker, and Anthony Owen Ferrers, company manager, all of Auckland (hereinafter together called “the Board” which expression shall mean and include the persons who from time to time shall be the trustees of this deed whether the same shall be incorporated or not)
(1) There exist throughout the Diocese of Auckland divers trusts for Anglican religious, educational, or other charitable purposes wherein the trustees thereof have limited powers of investment of the trust funds and by reason thereof and of the continuous depreciation of the purchasing power of money the capital of such funds in terms of purchasing power has been and still is being seriously eroded.
(2) The Synod of the Anglican Diocese of Auckland is desirous of creating a common fund under the control of a board of trustees in which the capital of divers and sundry trust funds now existing in or which may be hereafter created in the said Diocese and held upon trust for religious, educational, or other charitable trusts may be invested; such board of trustees having power to invest such capital in accordance with the provisions hereinafter contained in these presents to the intent that the erosion hereinbefore mentioned in recital (1) hereof may be stopped or checked by selecting investments which have a potential capital growth.
(4) It is intended to promote an Act of the General Assembly of New Zealand in Parliament authorising trustees of any Anglican trust within the said Diocese holding funds upon trust for any religious, educational, or other charitable purpose to transfer such funds to the Board for the purposes hereinbefore set forth in recital (2).
Now this deed witnesseth as follows:
(i) The Board is hereby authorised at its absolute discretion to receive from any persons who are trustees moneys or investments held by such persons upon trust for any Anglican religious, educational, or other charitable trust within the Diocese of Auckland.
III. In addition to but not in substitution for the powers of investment from time to time for the time being conferred on trustees under and by virtue of the Trustee Act 1956 or any amendments thereof or any Act passed in substitution therefor or any other Acts now or hereafter passed conferring powers upon trustees the Board may in its absolute discretion invest the whole or any part or parts of the Trust Fund aforesaid whether at the time in a state of investment or not in manner following, that is to say:
(a) With any dealer in the short-term money market authorised by the Reserve Bank of New Zealand to receive money on deposit as a short-term money market dealer, and only so long as there are hypothecated to the Board by that dealer New Zealand Government securities that have, at the time of making of the deposit, a redemption value not less than the amount so deposited.
(b) Subject to the restrictions hereinafter set forth in the proviso to this paragraph—
(i) In the acquisition of the preference or ordinary stock or shares, or any convertible notes issued by any company, whether incorporated in New Zealand or elsewhere and in the exercise of any options and other rights which the Board as the holder of any such ordinary or preference stock or shares or convertible notes, may be entitled to exercise;
(ii) In debentures, including debenture stock and bonds and whether constituting a charge on assets or not, secured by a trust deed and issued by any company in which at the time of investment it would have been permissible to invest in the purchase of ordinary stock or shares;
Provided always that the stock, shares, convertible notes, and debentures above-mentioned in subparagraphs (i), (ii), and (iii) of this paragraph (b) do not include—
(1) Any stock or shares, convertible notes, or any such debentures, not officially listed on Stock Exchange affiliated to the Stock Exchange Association of New Zealand; or
(2) Any stock, shares, or convertible notes, or any such debentures, not fully paid up, except such as are, by the terms of issue, required to be fully paid up within 12 months of the date of issue; or
(3) Any convertible notes, or any such debentures, under or in respect of which any liability to make further advances or payments will remain after the expiration of 12 months from the date of acquisition.
Provided further that an investment under any of the provisions of subparagraphs (i) and (ii) of this paragraph (b) shall not be made in any company—
(2B) If the company has not paid a dividend of at least 5 percent, in each complete financial year of the company the last day of which occurred 5 years before the date of the investment, on all ordinary stock and shares issued by the company, excluding (in respect of the financial year of issue) any stock or shares issued in that financial year after the dividend was declared and any stock or shares on which (in terms of their issue) no dividend or dividends of less than 5 percent are payable in that financial year; and for the purposes of this paragraph a company formed to take over the whole of the business of another company or other companies shall be deemed to have paid the requisite dividend in any financial year, if such a dividend was paid by each such other company in each financial year of that company any part of which fell within the relevant financial year of the company taking over the business.
(b) The assets comprising the long-term fund (other than investments in any fee simple or leasehold interest in real property) shall be valued as at the annual balance date in each year and any investments in any fee simple or leasehold interest as at the annual balance date not less than once in every 3 years by an independent valuer appointed by the Board, provided always in any year in which any such asset is not valued by an independent valuer the value for the purposes of the next succeeding paragraph (c) of this subclause (3) shall be the purchase price thereof (excluding any costs incurred in the acquisition thereof) if no value thereof has been made by an independent valuer or the latest value thereof made by an independent valuer.
(c) As at the annual balance date in each year the aggregate costs of acquiring and disposing and valuing of any asset forming part of the long-term fund incurred during the preceding year shall be deducted from the aggregate value of all the assets comprised in the long-term fund as at the annual balance date and the balance thereof is hereinafter referred to as the capital value of the long-term fund, provided always that for the purposes of calculating the capital value of the long-term fund any costs incurred in valuing any asset as at an annual balance date shall be deemed to have been incurred immediately prior to such annual balance date.
(f) All income arising from the long-term fund shall be first applied in or towards any administration costs charged against the long-term fund pursuant to the provisions of subclause (5) of this clause VI the balance of such income shall be divisible amongst and paid to the trustees having investments therein in due proportion according to the same ratio as the capital value of the investments of each trustee bears to the capital value of the long-term fund. The Board in its absolute discretion may from time to time declare and pay income at any date between one annual balance date and the next succeeding balance date, provided always in the event of any trustee withdrawing capital from the long-term fund save and except when the withdrawal date coincides with the annual balance date the Board shall not be bound to pay any income in respect of such capital so withdrawn which has accrued since the date upon which the Board has last calculated the income of the long-term fund for the purpose of paying income to trustees having investments therein.
(4) All the income (including any capital gain) arising from the short-term fund shall first be applied in or towards the costs incurred by the Board in the acquisition or disposition or valuation of any investment forming part of the short-term fund and any administration costs charged against the short-term fund pursuant to the provisions of subclause (5) of this clause VI and in or towards the recoupment of any capital loss suffered in the short-term fund. The balance of such income shall be divisible amongst and paid to the trustees having funds therein in due proportion in accordance with the same ratio as the capital invested of each trust therein bears to the total capital therein at the date at which the Board shall cause such balance of income to be calculated, provided always in respect of any capital withdrawn from the fund the trustee shall not be entitled to participate in the division of any income which has accrued to the short-term fund since the date upon which the balance of income was last calculated, provided further the Board shall cause the balance of the income of the short-term fund to be calculated on not less than 4 days in each calendar year at approximately equal intervals upon such dates as the Board in its absolute discretion shall from time to time determine.
Any member of the Board shall cease to hold office if he—
(c) The Board shall cause true and accurate records to be kept and maintained showing: the names of each and every trustee who has transferred trust funds to the Board, the amount of moneys and the value at the time of transfer of any investments so transferred, and whether the same is invested in the long-term fund or the short-term fund and in the case of investment in both funds, the amount invested in each fund, and the dates of transfers to and withdrawal from each fund and any credits or debits to each trustee's capital account pursuant to the provisions of clause VI of these presents.