THE FELTON BEQUESTS' COMMITTEE REPORT FOR THE YEAR ENDED 30 JUNE 2013

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THE FELTON BEQUESTS' COMMITTEE REPORT FOR THE YEAR ENDED 30 JUNE INDEX 1 The Felton Bequests' Committee 2 Alfred Felton (1831 1904) 3 Chairman's Report on the Year 4 Current Charitable Priorities 5 Works of Art Gifted during the 2012/ Year 6 Charitable Grants Made during the 2012/ Year 7 Contact Details 1 THE FELTON BEQUESTS' COMMITTEE Members Sir Andrew Grimwade CBE (Chairman) Ms Catherine McDowell (retired 19 December 2012) Mr Rupert Myer AM Mr Allan J Myers AO QC (retired 10 October 2012) Mr Bruce Parncutt (appointed 11 October 2012) Mr Bob Santamaria (appointed 7 February ) Professor Sally Walker AM Secretariat Ms Emma Sakellaris (Felton Bequest Secretary & Head of Clients, ANZ Trustees) Mr Robert Goodridge (Client Manager, ANZ Trustees) Mr Chris Wootton (Grant Program Development Manager, ANZ Trustees) Ms Anita Toy (Grant Program Manager, ANZ Trustees) 2 ALFRED FELTON (1831 1904) In the words of his biographer, Professor John Poynter: Alfred Felton was a man of the nineteenth century. Born in England, and arriving in the Colony of Victoria in 1853, he made a fortune as a merchant and manufacturer over a wide field in the developing colony from pharmaceuticals to chemicals and glass. He was a lifelong bachelor and an avid art collector. When Felton died in 1904, he left the bulk of his fortune to the creation of a charitable foundation, known as The Felton Bequest. In his Will, he instructed that his Bequest be placed in the care of a Committee and a Trustee. One half was to make annual distributions to selected Victorian charitable organisations (particularly, but not exclusively, those that benefit women and children). The other half was to purchase works of art for donation to the National Gallery of Victoria. At the time, it provided the National Gallery of Victoria with access to funds greater than those of London's National and Tate galleries combined. It is still the most valuable gift ever made to the fine arts in Australia.

3 CHAIRMAN'S REPORT Overview It is with pleasure that The Felton Bequests' Committee submits its Annual Report on its activities for the year ended 30 June. Its aim is to provide an openness on the stewardship of the Committee and to inform those in fine arts, those applying for grants, and those in the philanthropic community. The art world saw the retirement on 31 July 2012 of Dr Gerard Vaughan as Director of the NGV after a highly distinguished 13 years, during which time The Felton Bequest was able to gift many world class acquisitions, culminating in those to celebrate the NGV s 150 th anniversary. We were delighted on 1 August 2012 to welcome his eminent successor, Mr Tony Ellwood, as the 12th director in the NGV s 150 years. We are pleased that his first Felton Bequest acquisition of the PixCell Red Deer created huge excitement for the NGV. In keeping with the objective of acquiring only major artworks, and because of the pressure caused by rising art prices, we took the policy decision to accumulate 50% of future works of art income to a major works of art fund. This will enable a seven figure sum to be available when the opportunity arises for significant future acquisitions. Requests from the charitable sector continue to grow relentlessly, placing high demands upon available funds. Very careful consideration is given to the many applications for grants; and this is necessary because The Felton Bequest usually receives applications for grants that are many times greater than available funds. For nearly a decade, the Committee has been concerned at the lack of growth in available income to meet rising art prices and rising charitable requests. Because ANZ Trustees is responsible for the management of the Bequests corpus, the Committee recommended unanimously to ANZ Trustees that approval be sought so that 15% of income be accumulated to capital each year. This approval was granted by the Supreme Court of Victoria on 7 June and the default rate of 15% will apply from 1 July. Governance Under the terms of the Will of Alfred Felton, responsibility for the distribution of income rests with the Felton Bequests' Committee which has five Members. There are three Continuing Members and two Nominated Members. The three Continuing Members of the Committee are currently Sir Andrew Grimwade (Chairman), Mr Rupert Myer AM and Professor Sally Walker AM. One Nominated Member is the nominee of the National Gallery of Victoria, usually its President of Trustees. When Mr Allan Myers AO, QC retired as NGV President, he was succeeded by Mr Bruce Parncutt, who then became a member of the Felton Bequests Committee. The other Nominated Member is the nominee of ANZ Trustees Limited and, when Ms Catherine McDowell retired as a Director of ANZ Trustees, she was succeeded by Mr Bob Santamaria, who is Group General Counsel for Australia and New Zealand Banking Group Limited (ANZ). The financial affairs of the Felton Bequest and the investment of its funds, are the responsibility of the Trustee, ANZ Trustees Limited, which also provides the Secretariat.

Ms Emma Sakellaris is Secretary of The Felton Bequest and during the year was supported by her ANZ Trustees colleagues, Mr Robert Goodridge, Mr Chris Wootton and Ms Anita Toy. Grants made during the Year and Commitments During the year under review, net income totaled $2,053,323 (last year $1,872,813) and this was earned from a portfolio with a market value at year-end of $37,531,847. As is required, one-half of total income was allocated to General Charitable purposes and onehalf to purchase Works of Art to be gifted to the National Gallery of Victoria. The annual allocation of income to the Works of Art account allowed further purchases totalling $338,915 (last year $825,516) to allow the first acquisition by Mr Tony Elwood as the new NGV Director, as set out elsewhere in this Annual Report. In respect of the General Charitable account, a total of $925,017 (last year $906,805) was distributed during the year. Multi-year funding commitments mean that there are further charitable commitments which apply to future years. Details are also set out elsewhere in this Annual Report. Future Directions Because of the ever-escalating cost of works of art, the Felton Bequests' Committee has agreed that future acquisitions will be limited to outstanding artworks or collections. Advice is regularly sought from the Director of the National Gallery of Victoria and from other sources from time to time. Because the current level of applications for charitable grants vastly exceeds the available funds, sometimes by a factor of ten, much thought continues to be given to achieving the best possible outcomes. In an effort to make life easier for prospective applicants, the grant application process has been simplified, particularly in respect to smaller grants. Appreciation & Thanks With the retirement of Dr Gerard Vaughan AM on 31 July 2012 as Director of the National Gallery of Victoria, The Felton Bequests' Committee places on record its sincere appreciation for his achievements during his brilliant 13 years in office. We have valued most highly his knowledge, expertise and judgment, all of which have resulted in some outstanding Felton Bequest acquisitions during his tenure. We express our thanks to the Secretariat and the staff of ANZ Trustees Limited for their considerable help during the year. We also thank all those recipients of grants who have worked so tirelessly to advance the cause of philanthropy.

4 CURRENT CHARITABLE PRIORITIES Current Priorities The Felton Bequest is giving priority to proposals from charitable organisations in Victoria that explore new ideas and involve projects which can act as catalysts to benefit the wellbeing of women and children, including projects such as: Projects for vulnerable children and young people; Projects focused on indigenous groups and communities; Projects located in, and supporting, rural and regional areas; Early intervention projects designed to tackle the causes of disadvantage; Projects to meet the needs of women and children in health care and access to it. Preferred Characteristics The Bequest will favourably consider funding projects that show all or some of these characteristics: They aim to bring about change, particularly beyond the immediate project target group and/or organisation; They have made plans for sustainability; There is the potential to leverage additional funding from other sources; They will build the capacity of the organisation to better respond to need; They are not eligible for, or suitable for, government funding from existing government programs. Preferred Organisations The Bequest will favourably consider applications from organisations that: Respond to new or emerging needs of the community; Show deep commitment to the groups that they serve and support; Have the passion and capability to undertake new projects and developments; Encourage volunteer participation in their organisation; Display enthusiasm, are able to evaluate the project and to learn from its findings; Collaborate and share knowledge with other organisations and groups in order to achieve the best long term outcomes for the community at large. Small Projects In addition to supporting catalytic projects, the Bequest now allocates small grants under $20,000 to special projects that will alleviate a pressing need.

5 WORKS OF ART GIFTED IN 2012/ YEAR PixCell Red Deer by Kohei Nawa $338,915.47 Total: $338,915.47 6 GRANTS & COMMITMENTS MADE DURING THE 2012/ YEAR Flagship Grants Deakin University (2011 2015) $750,000 over 5 years; Third Instalment:$150,000 The Alfred Felton Chair of General Practice for Rural and Regional Victoria The Felton Bequest is funding the establishment of The Alfred Felton Chair of General Practice for Rural and Regional Victoria to seek to address the severe shortage of general practitioners in rural and regional areas in Victoria. The aim of Deakin University s first-named Chair, Professor Gerard Gill is to equip young doctors to work in a vital and often neglected part of the community rural general practice. Deakin University has been chosen to partner this strategic flagship project because of its leadership and influence in rural areas and its capacity to address a critical health need. Major Grants The Felton Bequest established an Expression of Interest process for all Major Grants in 2012/13 to reduce the workload on community organisations, so that only detailed applications were invited from organisations with projects likely to have a high chance of success. Year Organisation Amount Project title Description 2012 Children s Protection Society Inc $150,000 over 3 years (3 x $50,000) Extending the reach of the Early Years Education Program (EYEP) for vulnerable children To document the Early Years Education Program (EYEP) model and develop practical learning tools and training sessions for early years educators. This project builds on the success of the EYEP pilot to help children (0-5 years) reach their full developmental and learning potential at an early age. 2012 Deakin University $36,106 Improving access to justice for women and children survivors of family violence in regional Victoria To document women's experience of accessing the justice system / related services when they have experienced domestic violence in regional Victoria.

2102 Monash University $40,000 Young people with a Disability transitioning from state out-of-home care in Victoria To undertake a scoping study to examine the current experiences of, and support services available, to young people with a disability transitioning from out-of-home care in Victoria. Through interviews and focus groups, Monash University will work with 10 key organisations involved in out-of-home care and leaving care. 2012 Legacy Melbourne $30,000 Prevention and treatment of Age-related Macular Degeneration in Legacy Widows To expand the early detection, treatment and care program of Age-related Macular Degeneration (loss of vision) in Legacy widows. The Felton Bequest will contribute to the cost of treatment, equipment and travel cost to medical appointments.

Small Grants Year Organisation Amount Project title Description Aboriginal Literacy Foundation Inc $25,000 $22,500 ALF Literacy Support Program Regional Victoria To support 25 children (age 8-16) from regional Victoria who are struggling to meet the national literacy benchmark. Bluearth Foundation $19,200 Bluearth Approach helping improve the health and wellbeing of schools on the Surf Coast Victoria To deliver educational programs specifically designed to enhance left/right brain development which is linked to numeracy and literacy learning in students across 3 schools in Surf Coast Victoria. Guide Dogs Victoria $20,000 Young Mums Group To support 30 blind and visually impaired young mothers who have mobility challenges in the Geelong and northern Melbourne region LICAU-SED (Victoria) Inc $20,000 NewLife Fashion Shop Phase One of NewLife Centre Cooperative Social Enterprise To contribute to the cost of purchasing tailoring equipment for the NewLife Fashion shop which is used to tailor Western African style clothing in Brimbank. Prison Fellowship Victoria $15,000 Extraordinary Lives: XL Teen Mentoring Project To provide 1:1 mentoring support to young people whose parents are incarcerated to build resilience, foster hope and transform their lives by completing their education an reconnecting with the community through activities. Cutting Edge Youth Services Uniting Care $14,145 Youth Adventures To deliver the Youth Adventures program to young people with a disability to improve their quality of life by teaching them core communication and living skills. St Kilda Gatehouse $20,000 St Kilda gatehouse Parental Support To provide a safe and supportive environment for sex workers to form positive and meaningful relationships with their children through the help of an in-house counsellor. Villa Maria $12,999 TAP it ADA Compliant interactive learning station To contribute to the cost of purchasing one TAP it interactive learning station for children with a disability attending St. Paul s College.

7 GRANTS PAID 2012 / Temcare $18,000 Child Wise Ltd $16,800 Muscular Dystrophy Association $13,950 Food Skil Inc $4,177 Paraquad Victoria $20,000 Mallee Family Care Inc $20,000 Western Suburbs Legal Service $19,550 Koorie Heritage Trust Inc $56,670 Fitted For Work $50,000 St Luke s Anglicare $40,000 Children s Protection Society $50,000 Legacy Melbourne $30,000 Deakin University $36,106 Second Bite $42,700 Monash University $42,420 Royal Women s Hospital Foundation $80,000 Tweddle Child & Family Health $70,000 Post Placement Support Service $55,800 Deakin University $150,000 Aboriginal Literacy Foundation $22,500 Cutting Edge youth Services UnitingCare $14,145 Bluearth Foundation $19,200 Villa Maria Society $12,999 Guide Dogs Victoria $20,000 St Kilda Gatehouse $20,000 TOTAL: $925,017

8 CONTACT DETAILS The Secretary The Felton Bequests' Committee c/o ANZ Trustees Limited GPO Box 389, Melbourne Victoria, 3001 TELEPHONE: (03) 8655 8080 FREECALL: 1800 011 047 FACSIMILE: (03) 8655 8301 EMAIL: charitabletrusts@anz.com WEBSITE: www.anz.com/anztrustees/