Ngai Tahu Settlement

ATTACHMENT 14.1
ANCILLARY CLAIMS TRUST DEED

(clause 14.3.1)

Date: 1997

PARTIES

(1) HER MAJESTY THE QUEEN in right of New Zealand acting by the
Minister in Charge of Treaty of Waitangi Negotiations ("the Settlor")

(2) [Names of Initial Trustees] ("the Trustees")

BACKGROUND

A By a deed of settlement dated [   ] between Her Majesty the Queen
and Te Runanga o Ngai Tahu it was agreed (inter alia) that the Crown would
establish a trust in which certain property and property interests, offered by
the Crown as redress for each of the Ancillary Claims, would vest prior to the
identification of the Beneficiaries, and the subsequent vesting of the property
in those Beneficiaries.

B On signing this deed the Settlor has paid $100 to the Trustees to be
held upon the trusts and with the powers set out in this deed.

C It is intended that the trust established by this deed will be a
Crown Entity for the purposes of the Public Finance Act 1989.

NOW THIS DEED RECORDS:

DEFINITIONS AND CONSTRUCTION

1.1 Defined Terms

In this deed (including the Schedule), unless the context requires
otherwise:

Ancillary Claim means the claims for which a Claim Property is to be
provided to the Trustees by the Crown pursuant to Section 14 and clause 15.11 of
the Deed of Settlement to hold on trust pending the identification of the
Beneficiaries of that claim;

Balance Date means 30 June;

Beneficiary means a person who suffered a loss giving rise to an
Ancillary Claim or, in the event that any such person is deceased, the
Successors of that person, to be identified by the Trustees in accordance with
the procedure set out in Attachment 14.2 of the Deed of Settlement;

Business Day means a day (other than Saturday or Sunday) on which
registered banks are open for normal banking business in Wellington and
Christchurch but shall exclude any day in the period commencing 25 December in
any year, and ending on 5 January in the following year and shall be deemed to
commence at 9.00am and to terminate at 5.00pm;

Claim Property means the land, interest in land, Fenton Entitlement or
Customary Fishing Entitlement to be provided by the Settlor as redress for an
Ancillary Claim and which will vest in this Trust on the date to be provided in
the Settlement Legislation as described in the Deed of Settlement;

Claim Property Income means any income received by the Trustees which
is derived from a particular Claim Property;

Customary Fishing Entitlement means an entitlement granted pursuant to
clause 14.7.1 of the Deed of Settlement to temporarily and exclusively occupy an
area of the bed of a waterway for lawful fishing and gathering of natural
resources, all in accordance with the requirements of clause 14.7 of the Deed of
Settlement;

Deed of Settlement means the deed referred to in Recital A;

Fenton Entitlement means an entitlement granted pursuant to clause
14.6.2(c) of the Deed of Settlement to temporarily occupy land close to
waterways so as to allow access to those waterways for lawful fishing and
gathering of other natural resources, all in accordance with the requirements of
clause 14.6 of the Deed of Settlement;

Income Year means any year or other accounting period ending on a
Balance Date;

Related Person for the purposes of clause 9.5 and in relation
to any business to which section CB(1)(e) of the Income Tax Act 1994 applies,
means a person specified in paragraphs (i) to (iv) of the second proviso to that
section, the persons currently specified being:

(a) a settlor or trustee of the trust by which the business is carried on; or

(b) a shareholder or director of the company by which the business is carried
on; or

(c) a settlor or trustee of a trust that is a shareholder of the company by
which the business is carried on; or

(d) that person, where he or she and the settlor, trustee, shareholder or
director already mentioned in this definition, are associated persons for the
purposes of the Income Tax Act 1994;

Settlor Funding means any money provided by the Settlor to the
Trustees under clause 6;

Teleconference Meeting for the purposes of rule 17 in the
Schedule means a meeting where the participants are contemporaneously linked
by telephone or some other means of instant audio or audio and visual
communication;

Termination Date means the date 5 years from the date of this deed
unless extended by the Trustees pursuant to clause 9.10;

Te Runanga means Te Runanga o Ngai Tahu;

Trust means the trust created by this deed;

Trust Deed when appearing in the rules set out in the Schedule,
means this deed; and

Trust Fund means the sum of $100 referred to in Recital B and
includes any money, investments or other property paid or given to or acquired
or agreed to be acquired by the Trustees after this deed has been signed,
including the Claim Properties, with the intention that it be held by the
Trustees subject to the trusts and other provisions set out in this deed.

1.2 Construction

In the construction of this deed, unless the context requires otherwise:

1.2.1 a reference to "Trustees" is a reference to the trustees for the time
being of the Trust Fund, whether original, additional or substituted;

1.2.2 a reference to an enactment is a reference to that enactment as
amended, or to any enactment that has been substituted for that enactment;

1.2.3 a reference to the Schedule is a reference to the schedule
forming part of this deed;

1.2.4 headings appear as a matter of convenience and shall not affect the
construction of this deed;

1.2.5 notwithstanding clause 1.3.2 of the Deed of Settlement, words or
phrases defined differently in this deed to Section 14 of the Deed of Settlement
have the meaning given to them in this deed;

1.2.6 if there is a conflict between the rules set out in the Schedule
and the other provisions of this deed the other provisions of this deed
shall prevail.

2 CREATION OF THE TRUST

2.1 Declaration of Trust

The Settlor directs, and the Trustees acknowledge, that the Trustees shall
hold the Trust Fund upon the trusts and with the powers set out in this deed.

2.2 Name of Trust

The trust created by this deed is to be known as the "Ngai Tahu Ancillary
Claims Trust".

3 PURPOSES

The Trust is established for the following purposes:

3.1 Hold Claim Properties

To hold each Claim Property until the Beneficiaries are identified and
located by the Trustees, in the manner set out in Attachment 14.2 of the Deed of
Settlement, and the relevant Claim Properties are vested in the Beneficiaries of
each Ancillary Claim or in an entity which will hold the property on their
behalf in accordance with the wishes of the Beneficiaries;

3.2 Manage and Maintain Claim Properties

To manage and maintain or procure management and maintenance of the Claim
Properties until the time of such vesting;

3.3 Use Claim Property Income

To use any Claim Property Income to meet the costs of holding that Claim
Property;

3.4 Transfer Capital on Termination

To transfer the capital of the Trust in the manner provided for in clause
5.2 on the termination of the Trust.

4 INCOME TRUSTS

The Trustees shall deal with all Claim Property Income and Trust income
arising from the Trust Fund in an Income Year in accordance with the provisions
of this clause 4.

4.1 Claim Property Income

The Trustees shall ensure that any Claim Property Income the Trustees receive
is paid or applied for or in respect of only the Claim Property from which it is
derived.

4.2 Administration of Trust

The Trustees shall first pay from any Claim Property Income the costs of
administering the Trust which are attributable to that Claim Property. Costs
incurred in relation to a specific Claim Property may be paid out of the Claim
Property Income from that Claim Property but not out of the Claim Property
Income from any other Claim Property.

4.3 Power to Pay, Apply or Appropriate Income

The Trustees may pay, apply or appropriate, or decide to pay, apply or
appropriate as much of the Claim Property Income as they think fit for or
towards one or more of the purposes of the Trust and in accordance with the
objects of the Trust. For the avoidance of doubt, this power specifically:

4.3.1 includes the right to apply any Claim Property Income to the costs of
managing and maintaining the Claim Property to which it relates and to payment
of any tax on the Claim Property Income; and

4.3.2 excludes the right to apply any Claim Property Income to the costs
arising from the process of identifying, locating and meeting with the
Beneficiaries of that Claim Property.

The Trustees may not pay, apply or appropriate Claim Property Income
attributable to a Claim Property in respect of another Claim Property.

4.4 Powers to Retain or Accumulate Income

4.4.1 The Trustees may retain or decide to retain part of the Claim Property
Income arising from the Trust Fund in an Income Year to establish or augment any
reserve fund which may be used at any later time for any purpose for which the
Claim Property Income may be used.

4.4.2 The Trustees may accumulate or decide to accumulate all or part of the
Claim Property Income arising from each of the Claim Properties in an Income
Year. The accumulated income shall be added to the fund allocated to the
relevant Claim Property, so that it becomes part of the Trust Fund and is held
on the same trusts and with the same powers. But the Trustees may still resort
to the accumulated Claim Property Income at any time and pay, apply or
appropriate all or part of it as if it were Claim Property Income.

5 CAPITAL TRUSTS

5.1 Vesting of Claim Properties in Beneficiaries

Upon identification of the Beneficiaries in the manner set out in Attachment
14.2 of the Deed of Settlement, the Trustees will arrange for the vesting
of the relevant Claim Property, including any capital or Claim Property Income
derived from that Claim Property held by the Trustees, in the Beneficiaries of
the Ancillary Claim in accordance with the method set out in Attachment 14.2 of
the Deed of Settlement.

5.2 Vesting in Te Runanga on Termination Date

If, on the Termination Date, the Trustees have been unable to identify and
locate any of the Beneficiaries for a particular Claim Property, the Trustees
will arrange for the vesting of that Claim Property, including any capital or
Claim Property Income derived from that Claim Property, in Te Runanga.

6 FUNDING AND FEES

6.1 Funding From Settlor

The Settlor agrees to provide funding to the Trustees in the manner
prescribed in this clause 6 for the purposes of carrying out their
functions and duties under this deed. For the avoidance of doubt, the Trustees
may apply Settlor Funding to meet expenses which would otherwise be met out of
Claim Property Income under clause 4.3.1 if no Claim Property Income is
available to meet that expense.

6.2 Agreed Budget

Such funding shall be provided in accordance with agreed annual budgets
submitted to the Settlor by the Trustees and approved by the Settlor.

6.3 Submission of Draft Budget

The Trustees shall, no later than 5 months prior to the commencement of a
financial year, provide to the Director of the Office of Treaty Settlements (on
behalf of the Settlor) a draft budget of expenditure for the financial year to
which it relates, which shall also include indicative estimates of expenditures
for the following three years. In the case of the period immediately following
the date of the establishment of the Trust, the draft budget shall be submitted
as soon as reasonably practicable after the date of the establishment of the
Trust. If required by the Director, the Trustees will provide any further
details relating to the Budget as may reasonably be required by the Director.

6.4 Provision of Funding

Once the Settlor has approved the budget (with or without any amendments),
the Settlor will provide to the Trustees the amount shown in the approved budget
(less any surplus remaining from the previous year's budget, if any) in such
manner and at such times as the Settlor and the Trustees agree.

6.5 Refund on Termination Date

If, at the Termination Date, any amount provided to the Trustees under
clause 6 has not been spent, such amount shall be forthwith refunded to
the Settlor.

6.6 Trustee's Fees

In addition, the Settlor will pay to each Trustee such trustee's fees as may
be determined from time to time by the Settlor. Such fees shall be at the same
level for each Trustee, apart from the chairperson of Trustees for whom the
level of fees may be greater than that for the other Trustees to reflect the
more onerous duties of the chairperson of Trustees.

6.7 Provision of Information

The Trustees shall provide to the Settlor, upon request, any information
concerning all or any of the following:

6.7.1 the expenditure of the Trust during any period specified in the request
(and a comparison of actual expenditure against budgeted expenditure);

6.7.2 any Claim Property Income received during any period specified in the
request;

6.7.3 any contracts or similar arrangements entered into by the Trust during
any period specified in the request; and

6.7.4 the progress made by the Trustees in identifying the Beneficiaries of
each Ancillary Claim and transferring the relevant Claim Property to them;

and any other information relating to the administration of the Trust and the
conduct of the process of identifying, locating and meeting with the
Beneficiaries of the Ancillary Claims as may be required for the Minister
responsible for the Trust to answer any Parliamentary question.

7 FINANCIAL STATEMENTS

7.1 Full and Correct Accounts The Trustees shall ensure that full and
correct accounts of all the financial transactions of the Trust and its assets,
liabilities, and funds are kept. These accounts shall identify and show
separately the Claim Property Income and expenditure attributable to each of the
Claim Properties.

7.2 Distributions

The financial statements shall show separately the distributions made for the
purposes of the Trust during the financial year. The name of each recipient and
the amount given to each shall be shown.

7.3 True and Fair View

The Trustees shall, after the end of each financial year, have prepared
financial statements including a balance sheet and income and expenditure
account and notes thereto, giving a true and fair view of the financial affairs
of the Trust for the financial year.

7.4 Auditing of Financial Statements

The financial statements shall be audited by an auditor appointed for the
purpose, being a person qualified for appointment as auditor of a company under
the Companies Act 1993 and not being a trustee, employee or agent of the Trust,
and if required by the Public Finance Act 1989, such auditor shall be the audit
office.

7.5 Auditor's Certificate

The auditor shall certify whether the financial statements are properly drawn
up and give a true and fair view of the financial affairs of the Trust for the
financial year.

8 RULES

The rules (with any valid alterations) set out in the Schedule which
govern the appointment, retirement and proceedings of the Trustees subject to
the provisions of this deed, will bind the Trustees.

9 GENERAL PROVISIONS

9.1 Appointment of New Trustees

9.1.1 There shall be 5 Trustees;

9.1.2 At all times 3 of the Trustees shall be appointed by the Settlor with
the other 2 Trustees being appointed by Te Runanga. One of the Trustees
appointed by the Settlor shall be appointed by the Settlor as the chairperson of
Trustees. Notice in writing shall be given promptly by the Settlor to Te Runanga
and by Te Runanga to the Settlor, as appropriate, of any appointment of a
Trustee and/or the appointment of chairperson of Trustees.

9.1.3 The statutory power of appointment of new Trustees shall be vested in
the Settlor and Te Runanga in the proportion set out in clause 9.1.2.

9.2 Alterations to Deed

9.2.1 This deed may be altered only by a resolution of all the Trustees
present and voting at a duly convened and conducted meeting of the Trustees and
no such resolution shall be of any effect unless both the Settlor and Te Runanga
have given prior written notice to the Trustees that they consent to the
proposed alteration to this deed.

9.2.2 The secretary of the Trust shall give each Trustee written notice of
any proposed resolution for the alteration of this deed at least 10 Business
Days (or such lesser period as the Trustees agree) before the date of the
meeting at which it is to be considered. Such written notice shall be
accompanied by evidence that the approval of the Settlor and Te Runanga has been
given.

9.3 Advice of Counsel

If the Trustees are in doubt over any matter relating to the administration
of the Trust Fund, or over the exercise of any power vested in them, they may
obtain and act upon the opinion of a barrister or solicitor of the High Court of
New Zealand of at least 7 years" standing without being liable to any person who
may claim to be beneficially interested in respect of anything done in
accordance with that opinion. This right to obtain and act upon a barrister's or
solicitor's opinion, however, will not restrict the Trustees" right to apply to
the High Court of New Zealand for directions.

9.4 Dealing With "Interested" Trustees

Each Trustee may act as a Trustee and still contract or otherwise deal with
the Trustees in his or her personal capacity or in any other capacity as if he
or she had not been appointed as a Trustee. This right to continue to act as a
Trustee shall apply even though a Trustee's interest or duty in a particular
matter may conflict with his or her duty to the Beneficiaries of the Trust Fund.

9.5 Prohibition of Benefit or Advantage

In the carrying on of any business under this deed, no benefit, advantage or
income shall be afforded to, or received, gained, achieved or derived by any
Related Person where that Related Person, in his or her capacity as a Related
Person, is able in any way (whether directly or indirectly) to determine, or to
materially influence the determination of:

9.5.1 the nature or amount of that benefit, advantage or income; or

9.5.2 the circumstances in which that benefit, advantage or income is, or is
to be, so afforded, received, gained, achieved or derived.

9.6 Liability of Trustees

A Trustee shall be liable only for any loss attributable to his or her
dishonesty or to his or her wilful commission or omission of an act which he or
she knows to be a breach of trust. In particular, no Trustee shall be bound to
take, or liable for failing to take, any proceedings against a co-Trustee for
breach or alleged breach of trust.

9.7 Indemnity

Any Trustee, officer or employee of the Trust shall be indemnified out of the
assets of the Trust against:

9.7.1 any liability which he or she incurs in successfully defending any
criminal proceedings issued because of his or her actions in relation to the
Trust (other than any Claim Property); and

9.7.2 any liability of the Trustee or officer or employee of the Trust for
any act done or omission made in the Trustee's capacity as a Trustee or in the
course of the officer's or employee's carrying out his or her functions as an
officer or employee of the Trust (other than any criminal liability, any
liability of the kind described in clause 9.6 or any liability for breach
of fiduciary duty), including all costs the Trustee incurs in defending or
settling any claim or proceedings relating to such liability.

In the event that liability is incurred in respect of a particular Claim
Property then the Trustee, officer or employee shall, to the extent that
sufficient funds are available, be indemnified out of the relevant Claim
Property Income.

9.8 Reimbursement for Out of Pocket Expenditure

The Trustees shall also be entitled to be reimbursed for out of pocket
expenditure properly incurred by the Trustees on behalf of the Trust in the
course of the Trustee's duties including reasonable travelling and accommodation
expenses.

9.9 Charges

If any of the Trustees is engaged in a profession or business that Trustee
may charge fees for work done by the Trustee or that Trustee's firm (whether or
not the work is of a professional or business nature) on the same basis as if
that Trustee were not one of the Trustees but employed to carry out the work on
their behalf.

9.10 Winding up of the Trust

This Trust shall terminate on the Termination Date unless extended for a
further period or periods up to a maximum aggregate period of 5 years. Any
extension shall be effected by a resolution of all the Trustees present and
voting at a duly convened and conducted meeting of the Trustees and only with
the prior written agreement of the Settlor.

9.11 Winding up in Respect of Some Ancillary Claims

In the event that the process outlined in Attachment 14.2 to the Deed of
Settlement remains unfinished at the Termination Date or at the end of any
period of extension under clause 9.10 in respect of any Ancillary Claim
or Ancillary Claims:

9.11.1 the Trustees may extend the operation of this Trust in respect of that
Ancillary Claim or those Ancillary Claims for such period as is required to
allow for the completion of the process. Any such extension shall be effected by
a resolution of all the Trustees present and voting at a duly convened and
conducted meeting of the Trustees and only with the prior written agreement of
the Settlor; and

9.11.2 the Trustees may extend the operation of this Trust in respect of that
Ancillary Claim or those Ancillary Claims only to the extent necessary to
undertake the steps required to vest the Claim Property in the Beneficiaries
then known to the Trustees, such vesting to be subject to clause 14.3.2 of the
Deed of Settlement.