(Enclosure in No. 2.) Memorandum.

New Zealand Spectator and Cook's Strait Guardian, Volume IV, Issue 232, 20 October 1847, Page 4

(Enclosure in No. 2.) Memorandum.

I. (1.) It is proposed that, a Commissioner be appointed by her Majesty to be a Commissioner for the New Zealand Company. (2.) That the name of the person selected by her Majesty be submitted to the Directors of the New Zealand Company, and the appointment take place on their signifying their approval. (3.), That this Commissioner attend all meetings ot the Directors, and have access to all books, papers, and accounts of the, Company, and that the Company shall agree .that, no resolution shall ever be adopted! at any, meeting of the Directors without the assent of the Commissioner. (4.) That the, Commissioner be paid a sa-,, lary of £1,500 a,year out of the funds of the Company. , 11. That'during the period fpr which the present arrangement shall last, the Government

shall give, up to. the rCompany- the entire' and exclusive -disposal of alii Grown lands,* and the exercise df ..the <Crown's< right' of pre-emption of lands belonging to the natives in the southern Government of New Zealand, and undertakeiduringsuch period to- execute any grants, > leases, or mortgages, 'for which the Court of Directers and! Commissioners shall engage. 111. That daring three years commencing the 6th of April' ultimo, the -> Government shall engage to place at the disposal of "the Company, — during the first year such sum of not more than £28,000 over and above' any sum now payable to the Company under any former loan, during the second year such sum not exceeding £72,000, and during the third year such sum not exceeding £36,000, — as shall be required by the Company and the Comiiiissioner from time to time, for the purpose of discharging the existing liabilities of the Company to an extent not exceeding £79,000, and of conducting its colonising operations. That all sums accruing to the Company in each year, beyond those which it is' bound to expend for the benefit of the purchasers of its lands, shall be expended in furtherance of the general objects of the Company, with the view of diminishing the amount' of advances which may be required from her Majesty's Government. That during that period no interest shall accrue from any debt to the Government, nor tor any claim to compensation on the part of the Company. That during the first year no dividend shall be paid to the proprietors of the Company's stock, nor any in either of the two following years, without the express sanction of her Majesty's Government. That the Company shall at once give up all claim to lands in the neighbourhood' of Auckland, and take the whole amount awarded to it elsewhere. IV. That if the Company shall be in a condition at the end of three years to continue its operations, the* present arrangement with respect to Heads I and ll' shall' continae, and' be maJe permanent either by a new Charter or by Act of Parliament, upon the Company agreeing to such restriction on its disposal of land, dividends, and application of funds, as shall then be agreed upon between the Company and her Majesty's "'Government. That the Company shall;' in that case, abandon all claim to compensation from the Government. That all advances already made, or within the period of three years to be made to the Company by the Government, shall, in that case, be constituted as the Company's debt, the principal of which, the Company shall be bound to repay by an annual payment of not less than one-fourth of its clear profits after payment of all expenses. Y. That if at the end of the three years, the Company shall be unable to continue its operations, her Majesty's Government shall take the Company's assets, together with the liabilities contracted by it to third parties during that period with the assent of the Commissioner, and any debt which may still be due from it to the Nelson settlers. That all debts due from the Company to the Government shall be remitted, in consideration of the Company's admitted claim on the i Government. ; That the lands now belonging to the Company, consisting of 1,048,991 J acres awarded to it and as yet unsold, together with 24,491^ acres held by it in virtue of purchase within its settlements, shall be taken by the Government at the rate of five shillings an acre. \ ' That the Company shall be entitled to payment of the sum so due to it, together with interest at the rate of three-and-a-half per cent, thereon, out of the proceeds of. all returns over and above the outlay for surveys and emigration, accruing from the sale of Crown lauds in New Zealand, but' not from any other source. ' ' That the New Zealand Company shall thereupon be forthwith dissolved, except for the purpose of receivibg such annual payment. VI. That neither the/Crown, nor the New, Zoaland Company shall, in any part of New Zealand, sell any lands,, opt previously fold by. them, for any sum less than twenty shillings an acre, nor expend less than ten shillings, an; acre of the "proceeds of .sale',, in carrying r ,o,u,t , emigrants..