Trust deed, Investment trust 01

[[ADD NAME]] INVESTMENT TRUST www.docstoc.com/profile/gysniesing 1 CONTENTS 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. DEFINITIONS CREATION AND NAME OF TRUST INITIAL DONATION OFFICE OF TRUSTEES RESOLUTIONS OF TRUSTEES POWERS OF TRUSTEES SECURITY BY TRUSTEES PERSONAL LIABILITY OF TRUSTEES DUTIES OF TRUSTEES COMPENSATION OF TRUSTEES ANNUAL FINANCIAL STATEMENTS AND AUDITING AMENDMENT OF TRUST DEED MARRIAGES AND MINORS APPROPRIATION OF INCOME APPROPRIATION OF CAPITAL CREATION OF ADDITIONAL TRUST VESTING OF TRUST FUND REPUDIATION TAXATION LIMITATIONS ON BENEFICIARIES ADOPTION OF TRUST [[ADD NAME]] INVESTMENT TRUST 2 TRUST DEED MEMORANDUM OF AN AGREEMENT REGARDING A DONATION IN TRUST INTER VIVOS MADE AND ENTERED BY AND BETWEEN [[ADD NAME]] Identity number: ____________________ (hereinafter called the FOUNDER) AND [[ADD NAME]] Identity number: ____________________ [[ADD NAME]] Date of Birth: ____________________ [[ADD NAME]] Identity number: ____________________ [[ADD NAME]] Identity number: ____________________ (hereinafter called the TRUSTEES) [[ADD NAME]] INVESTMENT TRUST 3 AS the founder is keen to establish the trust mentioned herein by way of a donation to the trustees for the purpose of benefiting the beneficiaries mentioned herein, subject to the conditions determined by the founder and contained in this trust deed; AND AS the trustees have declared themselves willing to act as trustees and to accept the donation and to hold and use it on behalf of the beneficiaries, subject to the conditions determined by the founder; THEREFORE the deed witnesses as follows: 1. DEFINITIONS In this trust deed, unless the context otherwise indicates: 1.1 Words signifying the singular shall include the plural and vice versa; words signifying the male gender shall include the female gender and vice versa, words signifying a person shall include a juristic person and a trust; a reference to a company shall include other juristic persons, and shares shall accordingly also include members’ interests in such other juristic persons. The following expressions shall have the following meanings: 1.2.1 BENEFICIARIES Refer to income and/or capital beneficiaries, as the case may be, and include the following persons: 1.2 1.2.1.1 GROUP A beneficiaries consisting of: 1.2.1.1.1 1.2.1.1.2 1.2.1.1.3 1.2.1.1.4 1.2.1.1.5 [[ADD NAME]] (Identity number ____________________); the spouse of the beneficiary nominated in 1.2.1.1.1; the descendants of the beneficiary mentioned in 1.2.1.1.1; the employees of the beneficiary nominated in 1.2.1.1.1; any trust, either discretionary or otherwise, already created or to be created in the future, in which one or [[ADD NAME]] INVESTMENT TRUST 4 more of the beneficiaries in 1.2.1.1.1 to 1.2.1.1.3 are beneficiaries, whether or not such beneficiaries have vested rights; including the employees of such trust; 1.2.1.1.6 any company, registered in the Republic of South Africa or elsewhere, in which one or more of the beneficiaries in 1.2.1.1.1 to 1.2.1.1.4 are shareholders, including the employees of such company; and any close corporation, registered in the Republic of South Africa, in which one or more of the beneficiaries in 1.2.1.1.1 to 1.2.1.1.4 are members, including the employees of such close corporation. 1.2.1.1.7 1.2.1.2 GROUP B beneficiaries consisting of: 1.2.1.2.1 [[ADD NAME]] Date of Birth: ____________________ 1.2.1.2.2 1.2.1.2.3 1.2.1.2.4 the spouse of the beneficiary nominated in 1.2.1.2.1; the descendants of the beneficiary mentioned in 1.2.1.2.1; any trust, either discretionary or otherwise, already created or to be created in the future, in which one or more of the beneficiaries in 1.2.1.2.1 to 1.2.1.2.3 are beneficiaries, whether or not such beneficiaries have vested rights; any company, registered in the Republic of South Africa or elsewhere, in which one or more of the beneficiaries in 1.2.1.2.1 to 1.2.1.2.4 are shareholders; and any close corporation, registered in the Republic of South Africa, in which one or more of the beneficiaries in 1.2.1.2.1 to 1.2.1.2.4 are members. 1.2.1.2.5 1.2.1.2.6 1.2.2 TRUST Refers to the trust established in terms hereof. 1.2.3 TRUST DEED [[ADD NAME]] INVESTMENT TRUST 5 This document in its entirety. 1.2.4 TRUSTEES The persons holding the office of trustee from time to time, including the first trustees and any other or succeeding trustees acting in this capacity. 1.2.5 TRUSTEESHIP The office held by the trustees of the trust. 1.2.6 TRUST CAPITAL AND TRUST PROPERTY The assets of the trust which vest in the trustees or to which they have a legal claim, including conditional rights, being the initial donation and any additions thereto, notwithstanding the source of such additions. Income from the trust not allocated by the trustees within nine months of the end of the trust’s financial year shall form part of the trust capital. The sum of all trust property of the trust represents the trust capital. 1.2.7 VESTING DATE The date upon which the trust, with regard to the trust property, is terminated in full or in part, upon which date the trust property shall be assigned to and vest in the beneficiaries for whom it has been set aside, namely any of the following dates: 1.2.7.1 1.2.7.2 the date upon which the trustees make interim distributions of trust property to beneficiaries in terms of the powers they have; the date that the trustees at their sole discretion may at any time determine as the vesting date with regard to a portion or the whole of the trust fund. 1.2.8 CHILD OR DESCENDANT Refers to a child born in or out of wedlock (unless the context otherwise indicates); legally adopted; already born or to be born or legally adopted during the currency of the trust. 1.2.9 SPOUSE A person to whom a person concerned is legally married, as well as a former spouse where the marriage was terminated by death but not where the marriage ended through divorce. 1.2.10 INCOME OR TRUST INCOME Means net income or net surplus for the year, as determined for accounting purposes, after deduction of all expenses incurred by the trust, unless the [[ADD NAME]] INVESTMENT TRUST 6 trustees at their discretion in a specific instance determine that reference should be made to gross income. 1.2.11 SPECIAL RESOLUTION A resolution approved by at least two-thirds of the trustees who represent at least 75% (seventy-five per cent) of the number of votes; and shall include a written resolution signed by the said number of trustees representing that number of votes. 2. CREATION AND NAME OF TRUST By way of the hereinafter mentioned donation to the trustees on behalf of the beneficiaries, a trust is hereby established, which shall be called the [[ADD NAME]] INVESTMENT TRUST. 3. INITIAL DONATION The founder hereby donates to the trust an amount of R1 000,00 (one thousand rand) as a donation inter vivos, which donation is made and accepted by the trustees for the purposes of the trust and which donation shall represent the initial trust capital of the trust. Any further additions to the trust capital, notwithstanding the source of such additions, if accepted by the trustees, shall form part of the trust capital and shall be subject to the provisions of the trust deed held and administrated by the trustees. 4. OFFICE OF TRUSTEES 4.1 The first trustees of the trust are: 4.1.1 4.1.2 4.1.3 4.2 [[ADD NAME]], as appointed by GROUP A; [[ADD NAME]], as appointed by GROUP B; [[ADD NAME]] and [[ADD NAME]], an independent trustees. The trustees hereof shall be at least 3 (three) persons; provided that should fewer than 3 (three) trustees remain by reason of the termination of office of a co-trustee, the remaining trustee(s) shall be authorised to exercise all powers of trustees for the preservation and administration of the trust fund until another trustee has been appointed. The remaining trustees may, however, not make any valid decision regarding the division of the income or the capital or the variation of the trust deed. Each group of beneficiaries referred to in 1.2.1, namely GROUP A and GROUP B, is entitled to appoint 1 (one) person as a trustee of this trust; provided that if such person is not one of the natural persons of the group concerned, he shall have to be approved by the other trustees. 4.3 [[ADD NAME]] INVESTMENT TRUST 7 4.4 4.5 The trustees (even when fewer than 3 (three) trustees are serving) may appoint a new trustee or trustees in writing. A succeeding trustee shall have, as soon as he has accepted his nomination as a trustee in writing, all the powers and be subject to all the duties of a trustee, equally as if he had been one of the first trustees of the trust. The office of a trustee shall be terminated and vacant if: 4.6.1 4.6.2 4.6.3 the trustee resigns by giving his co-trustees written notice to this effect; or for any reason, he is unfit to fulfil the duties of a trustee; or he does not qualify to serve as a director of a company in terms of the provisions of the Companies Act in operation in the Republic of South Africa from time to time; or the majority of the trustees dismiss him as a trustee; provided that the other trustees shall not be qualified to dismiss a trustee appointed in terms of 4.1.1, 4.1.2 and 4.3. 4.6 4.6.4 4.7 A trustee who is temporarily absent from the address at which the trust conducts its business, or for another reason is unable to act as a trustee, shall be entitled by way of a written authority to empower a co-trustee, or another person approved by the other trustees, to act in his stead temporarily. 5. RESOLUTIONS OF TRUSTEES 5.1 5.2 Where this deed refers to the discretion of trustees, such discretion means a sole and absolute discretion that vests in the trustees. The trustees may convene meetings for the finalisation of matters, adjourn and arrange their meetings at their discretion. Any trustee shall at any time be entitled to convene a meeting of trustees provided that a notice to this effect is given to the other trustees at least 7 (seven) calendar days prior to the date of a meeting, unless all trustees have agreed upon a shorter period of notice, or are present at a meeting. A quorum for the purposes of this trust shall be the majority of the trustees. In decision making each trustee shall have the number of votes as determined by the trustees from time to time by way of a special resolution, which shall be minuted as a Schedule to this deed. Unless specifically otherwise provided in this trust deed, resolutions adopted by the trustees shall be effected by way of an ordinary majority of votes of trustees present at the meeting. The trustees shall keep proper minutes of all resolutions adopted at a meeting, the minutes of which shall be distributed to all trustees as soon as possible. A written resolution signed by as many trustees that represent a special resolution shall have the same legal force as a valid resolution adopted at a properly constituted 5.3 5.4 5.5 5.6 [[ADD NAME]] INVESTMENT TRUST 8 meeting of trustees. Such resolution may be contained in more than one document signed by the trustees. 5.7 The trustees are required to hold a meeting at least once per year and to adopt resolutions on the appropriation and/or allocation of income earned. Such meeting shall be held before or as soon as practicable after the end of the trust’s financial year and the resolutions regarding the distribution or allocation of income, if adopted subsequent to the end of the financial year, shall be effective retrospectively to the last day of the financial year. Trustees who attended a trustee meeting must inform each trustee absent from such a meeting of all resolutions adopted at such meeting within 15 (fifteen) days after the date of the meeting. The trustees who attended the meeting shall indemnify any trustee not informed in this manner against all claims or losses from whatever nature that may arise as a result of steps taken in the execution of such resolution. Any trustee who took any steps or actions not approved by way of a trustee resolution shall indemnify in his personal capacity every other trustee against all claims and losses of whatever nature that may arise as a direct or indirect result of such steps or actions. 5.8 5.9 5.10 If a valid decision regarding a matter cannot be taken, an attempt, in cooperation with the acting accountant or auditor of the trust, should first be made to arrive at a valid decision by way of negotiation. In such instances the accountant or the auditor shall be entitled to request, at his option, one or more experts to act as adviser(s) and, if necessary, attend the negotiations. If a valid decision with regard to the matter still cannot be made, it should be referred for arbitration to a senior advocate selected by the trustees, and, failing consensus in this regard, to a senior advocate appointed by the chairperson of a Bar Counsel within the jurisdiction of the office of the Master of the Supreme Court where the trust is registered. The arbitrator presented with the dispute shall determine the procedure to be followed and his decision shall be final and binding on the trustees. 6. POWERS OF TRUSTEES 6.1 The trustees shall have at all times all such powers as may be needed to deal with the trust property as they, at their sole discretion, may deem necessary to control the trust capital for the benefit of the beneficiaries. Without limiting the generality of the powers mentioned in 6.1, the trustees may in addition: 6.2.1 open a bank account in the name of the trust, draw cheques against and deposit money into such account, have bills and guarantees issued against such account and hand bills in favour of the trust to the bank where the account has been opened for collection. Bank account includes accounts with recognised financial institutions, as well as credit card accounts. For purposes of this subparagraph, the signature of any one or more trustees shall be sufficient for any act with regard to the bank account; provided that the powers of such trustee or trustees have been granted by a proper resolution adopted by the trustees; 6.2 [[ADD NAME]] INVESTMENT TRUST 9 6.2.2 on such conditions as the trustees may determine, purchase, sell, exchange, lease or cede rights on property of whatever nature, movable or immovable, corporeal or incorporeal, shares, bonds, debentures and securities; invest monies forming part of the trust property in such securities and on such conditions as the trustees may determine, and alter any investment and reinvest the proceeds; at their option, grant loans, with or without interest, on such conditions as the trustees may determine, and with or without security, to beneficiaries and other persons, including the founder, or institutions of the trustees’ choice; raise loans for the purposes of the trust, with or without interest and with or without security, and on such conditions as agreed upon with the person or institution granting the loan to the trustees; mortgage or encumber any asset of the trust, or give a right of retention on such asset; guarantee fulfilment of contracts or duties of any person, including the founder or any trustee, on such conditions as they may deem fit, and encumber any trust asset for that purpose; sell, let, exchange, improve, change and maintain any asset, including fixed property, that forms part of the trust property, undertake the establishment of a township or sectional title development on such property, or dispose of such assets in another manner, and when they exercise their right to sell, whether or not such a right is granted under this subparagraph, they may cause at their discretion such sale to be effected by means of public auction, public tender or out of hand; collect rental and cancel leases and take the necessary steps for the eviction of a tenant from a leased property; institute or defend legal proceedings; grant or acquire prospecting rights with regard to any fixed property that may form part of the trust property on such terms and conditions as they may deem fit; attend meetings of creditors of a private individual, legal entity or body that is a debtor of the trust, whether or not the meeting relates to insolvency, liquidation or judicial management; vote on any matter put before the meeting, and in general exercise all rights to which a creditor is entitled in similar circumstances; use the services of professionals, whether or not such persons are trustees or beneficiaries, for matters concerning the trust and pay for such services from the trust income or capital; 6.2.3 6.2.4 6.2.5 6.2.6 6.2.7 6.2.8 6.2.9 6.2.10 6.2.11 6.2.12 6.2.13 [[ADD NAME]] INVESTMENT TRUST 10 6.2.14 6.2.15 6.2.16 6.2.17 pay any costs relating to the administration of the trust from the trust income or capital; perform farming activities or any other business operation in the name of the trust whether or not for profit, solely or in partnership or association; accept or reject donations or legacies in favour of the trust by anyone; obtain and employ in the name of the trust membership any credit facilities offered by any agricultural and/or cooperative company or society, or any other society, and for this purpose pledge as security the trust property or any portion thereof by way of pledge, hypothec or mortgage; establish a company or similar legal entity anywhere in the world with such objectives as the trustees may determine, exercise the voting rights attaching to shares or interests that vest in the trustees, and in general do everything relating to such a company or similar legal entity to which a shareholder or stakeholder may be entitled in terms of the statutory provisions applicable to the company or the legal entity; in the case of a company or unit trust or similar legal entity of which the articles of association prohibit the transfer of shares in the name of the trust, hold the shares in their names as nominees of and on behalf of the trust; upon receipt by or accrual to the trust any amount or asset, determine whether it shall form part of the income or the capital of the trust; conclude contracts with themselves in their personal capacity, jointly or severally, provided that the trustees at all times first disclose their personal interests in such contracts and provided that such actions are approved by the other trustees; with or without charge, use to their advantage any movable or immovable assets that form part of the trust property from time to time; take out life insurance policies upon the life of the founder, a trustee or any beneficiary and/or accept the same per cession in favour of the trust, pay the premiums and maintain the policies or deal with them in any manner. Should the insured die during the currency of the trust and while the life insurance upon his life still exists, the proceeds of the policy shall form part of the trust property; make interim distributions of trust property to beneficiaries of the trust, in such a manner and at such a time and in such form as the trustees may deem fit; exercise voting rights attached to shares or interests in companies, whether or not such shares or interests are registered in the name of the trust or in the name of a trustee on behalf of the trust, and exercise any options with regard to such shares and interests; and generally do everything with regard to such a company to which a shareholder of the company is entitled; 6.2.18 6.2.19 6.2.20 6.2.21 6.2.22 6.2.23 6.2.24 6.2.25 6.2.26 [[ADD NAME]] INVESTMENT TRUST 11 6.2.27 6.2.28 establish a trust anywhere in the world with such objectives and on such conditions and on behalf of such beneficiaries as the trustees may determine; in exercising any of the powers contained in the deed, sign all documents and take all steps necessary to give effect to a particular power meaningfully, and determine which trustee(s) shall have signing powers with regard to bank accounts, contracts and other documents pertaining to the trust; appoint employees under such conditions of employment as the trustees at their discretion may determine, amend conditions of employment and terminate the services of employees; generally exercise the authorities and powers of a company board and, in particular, mutatis mutandis, the powers granted to the company in Schedule 2 to the Companies Act No 61 of 1973; and exercise any authorities and powers contained herein in any country in the world. 6.2.29 6.2.30 6.2.31 7. SECURITY BY TRUSTEES A trustee acting as such, whether a first, additional or succeeding trustee, shall be exempt from furnishing security for the proper fulfilment of his duties as a trustee to the Master of the Supreme Court or any other officials as determined in any act currently in force or which may come into effect with regard to trusts and the protection of trust money. 8. PERSONAL LIABILITY OF TRUSTEES A trustee shall not be personally liable for any losses the trust may suffer, notwithstanding the reasons for such losses, unless such loss arises from a dishonest action of the trustee. A trustee shall not be liable for the dishonest action of a co-trustee, unless there has been collusion between them. The trustees are exempted by and from the trust capital against all claims and charges of whatever nature that may be instituted against them arising from the powers granted to them by this trust deed. 9. DUTIES OF TRUSTEES In addition to the common law duties attached to the office of a trustee, trustees shall be subject to all the duties of a trustee as set out in the Trust Property Control Act No 57 of 1988, and they must: 9.1 9.2 submit the original trust deed or a notarially certified copy of such deed to the Master of the Supreme Court; only act as a trustee after receipt of the necessary Letter of Authority from the Master of the Supreme Court; [[ADD NAME]] INVESTMENT TRUST 12 9.3 9.4 9.5 9.6 9.7 9.8 open an account in the name of the trust and deposit all monies obtained by the trust in such account as soon as is practicable; take possession of and keep in custody all assets of the trust and all title deeds and documents pertaining to the trust; keep or cause to be kept proper records of the business of the trust; continuously keep separate or register all trust property so that such property may always be identified as trust property; continually act with care and diligence as may be reasonably expected from someone handling the affairs of another; and submit any resolutions pertaining to the variation of the trust deed to the Master of the Supreme Court. 10. COMPENSATION OF TRUSTEES 10.1 The trustees shall determine the compensation due to them from time to time and at their sole discretion, provided that such compensation shall not exceed the normal tariffs of professional trustees for similar services. 10.2 A trustee who is an attorney, accountant, auditor or other professional shall be entitled to such compensation for professional services rendered equally as if he were not a trustee of the trust. 11. ANNUAL FINANCIAL STATEMENTS AND AUDITING The trustees are obliged to keep proper records of the affairs of the trust and draw up or have drawn up an account of the administration of the trust on the last day of February (or such other day as the trustees may determine from time to time) of each year. It shall not be necessary to have such records and accounts audited, unless the trustees decide otherwise. Each trustee shall be entitled to a copy of the annual financial statements of the trust. 12. AMENDMENT OF TRUST DEED 12.1 This trust deed may be amended by way of written agreement between all the trustees. 12.2 This right to amend is subject to the provision that no amendment of or addition to the trust deed shall result in any trustee obtaining the sole power to dispose of, either directly or indirectly, any portion of the trust property (whether income or otherwise) to his advantage or to the advantage of his estate. 13. MARRIAGES AND MINORS [[ADD NAME]] INVESTMENT TRUST 13 13.1 All benefits that any beneficiary may receive in terms of this trust deed shall be excluded for all purposes from any community of property or community of profit and loss, or accrual sharing with regard to the marriage, present or future, of any beneficiary. 13.2 Any monies or assets made over to or for the benefit of any beneficiary, while such beneficiary is a minor, shall not be deposited into the Guardian Fund or any other statutory fund. In such a case the trustees shall be entitled to: 13.2.1 hand the monies or assets to the parent or guardian of the minor, or to such other person upon whom the trustees may decide. A receipt signed by such person shall serve as proper proof of payment or assignment to such a beneficiary; or continue to administer those assets in this trust for and on behalf of such beneficiary. 13.2.2 14. APPROPRIATION OF INCOME 14.1 The trustees shall be entitled to pay all costs incurred with regard to the administration of the trust. 14.2 The trustees shall be entitled to treat any periodic receipts as income, even though they originate from wasting assets, and shall not be obliged to make provision for the replacement thereof. 14.3 The trustees shall be entitled to divide income according to source or classification and to specify from which source the payment or allocation of income of each beneficiary is to be made. 14.4 The trustees may at their discretion decide on the date and amount of any income to be allocated to beneficiaries. In addition, the trustees may determine by way of a special resolution the proportion in which allocations shall be made to beneficiaries, and failing a special resolution such allocation shall be made in accordance with the following proportion: 14.4.1 14.4.2 GROUP A beneficiaries: 50 % (fifty percent) GROUP B beneficiaries: 50 % (fifty percent) However, the division of income between the various beneficiaries within each group shall be at the discretion of the trustees, taking into account the wishes of the representative of each specific group. 14.5 The trustees may credit income to which the beneficiaries obtain vested rights by way of income division to a loan account and the terms and timing of repayment of such loan account shall be at their sole discretion. 14.6 The trustees shall be entitled to pay in cash or in property or partially in cash and partially in property any portion of the income paid out at any time to any beneficiary in terms of this deed. The valuation of any assets by the trustees that they distribute in terms hereof shall be final and binding upon all stakeholders. [[ADD NAME]] INVESTMENT TRUST 14 14.7 The trustees shall be entitled to decide to whom any monies or assets are to be given in favour of any minor, and a receipt signed by such a selected person shall serve as proper proof of payment or assignment to such a beneficiary. 14.8 The trustees shall be entitled to accumulate income in the trust in order to supplement the trust capital. 15. APPROPRIATION OF CAPITAL The trustees shall at their sole discretion be entitled to: 15.1 make any payments that they are empowered to make from income in terms of the provisions of the trust deed from the trust capital if there are insufficient funds in the trust income for this purpose; 15.2 decide on the date and the amount of any capital allocation to beneficiaries. Furthermore the trustees may decide upon the proportion in which allocations will be made to the beneficiaries, subject to it being a unanimous decision of all the trustees, and failing a unanimous decision it shall be done in the following proportion: 15.2.1 15.2.2 GROUP A beneficiaries: 50 % (fifty percent) GROUP B beneficiaries: 50 % (fifty percent) However, the division of capital between the various beneficiaries within each group shall be at the discretion of the trustees, taking into account the wishes of the representative of each specific group. 15.3 credit any division of the trust capital in favour of a beneficiary to a loan account and to determine at their sole discretion the conditions and timing of repayment of such loan account; 15.4 pay in cash or in property, or partially in cash and partially in property any portion of the trust capital to be paid or transferred to a beneficiary. The valuation of any assets by the trustees that they distribute in terms hereof in property shall be final and binding upon all stakeholders. 16. CREATION OF ADDITIONAL TRUST The trustees shall be entitled to employ income and/or capital of the trust to create further trusts in favour of one or more beneficiaries and/or his blood and other relatives on such conditions as the trustees may deem fit in each case. Without detracting in any way from the generality of the foregoing, the trustees shall be entitled to: 16.1 make provision in such a trust deed for a vesting date earlier or later than the vesting date contained in this trust; and 16.2 appoint separate trustees for such trust. 17. VESTING OF TRUST FUND [[ADD NAME]] INVESTMENT TRUST 15 On the vesting date the trustees shall divide the trust capital or any portion thereof that has not been transferred or employed in terms of the powers contained herein, on a basis as unanimously decided upon by the trustees, and failing a unanimous decision, then in the following proportion: 17.1.1 17.1.2 GROUP A beneficiaries: 50 % (fifty percent) GROUP B beneficiaries: 50 % (fifty percent) The division between specific beneficiaries within each group shall be at the discretion of the trustees, taking into account the wishes of the representative of the group concerned. 18. REPUDIATION Any beneficiary shall be entitled to repudiate any benefits negotiated for him in terms hereof on or before the vesting date, in which case the benefit of such beneficiary shall accrue to one or more of the other trust beneficiaries nominated by the beneficiary repudiating his benefit and, failing such a nomination, then to the descendants of the beneficiary concerned. In addition, the trustees shall be empowered to create a further trust or trusts for the substituted beneficiary(ies) in accordance with the appropriate provisions of 16. 19. TAXATION Should any person be assessed for tax in respect of any income received by or accrued to the trustees, the trustees may pay at their discretion the assessed tax from the income of the trust, or such person may institute a claim for repayment against the trustees if he has already paid the tax so charged. The assessed tax shall mean the difference between the tax levied on the income of the person thus charged, including income referred to immediately above and the tax that would have been charged excluding such income. 20. LIMITATIONS ON BENEFICIARIES 20.1 Until a beneficiary has earned a right to claim a benefit or allocation in terms of the trust deed, such beneficiary shall not have a right to the income or the capital of the trust or a claim for the delivery or assignment of any trust property to him. 20.2 The rights or expectations of beneficiaries of the trust or any portion thereof shall not be subject to attachment by a creditor of a beneficiary and upon insolvency shall not vest in his trustee. Should a beneficiary, before an allocation of income or capital of the trust has been bequeathed to him, through his actions or failure or due to the operation of the law (excluding a cession, assignment, pledge or other assignment not rejected by the trustees in terms of 20.3) cause another party to obtain a legal claim in respect of trust property, or should a beneficiary’s estate be sequestrated or should he assign his estate to his creditors or should his creditors attach his rights and expectations or a portion thereof, then and in any of the instances such beneficiary shall cease to qualify as a beneficiary of the trust and such rights and expectations shall remain vested in the trustees who may deal with such rights and expectations within the scope of their powers and subject to the following: [[ADD NAME]] INVESTMENT TRUST 16 20.2.1 the trustees shall at their discretion be entitled to keep the trust property that would have been due to this beneficiary, in trust on behalf of the particular beneficiary, his brothers and/or sisters, his spouse and his children or dependants for their maintenance, education and general welfare from such capital and the income thereof, for the duration of his life or for such shorter period as they shall determine; and should the trustees continue to thus keep and administer the portion of the trust capital, notwithstanding the fact that the beneficiary’s rights in respect thereof have lapsed, and, notwithstanding anything to the contrary contained in the trust deed, his rights and benefits shall nevertheless vest in his legal descendants when he dies. 20.2.2 20.3 The trustees shall be entitled to refuse to acknowledge any cession, assignment and pledge of a beneficiary’s rights in terms of the trust deed and to regard the same as void. The trustees may refuse to make payments or assignments other than directly to or in favour of a beneficiary who qualifies as a beneficiary of the trust. 21. ADOPTION OF TRUST By signing this document the trustees accept their appointment as trustees of the trust, and hereby acknowledge that they have received the initial donation mentioned in 3 on behalf of the beneficiaries. THUS DONE and SIGNED at [[ADD NAME]] on ____________________2008 AS WITNESSES: 1. …………………………………… …………………………...........…………………… [[ADD NAME]] Founder 2. …………………………………… …………………………...........…………………… [[ADD NAME]] Trustee – representing Group A …………………………...........…………………… [[ADD NAME]] Independent …………………………...........…………………… [[ADD NAME]] [[ADD NAME]] INVESTMENT TRUST 17 Independent Trustee THUS DONE and SIGNED at ______________ on ____________________ 2008 …………………………...........…………………… [[add name]] Trustee – representing Group B [[ADD NAME]] INVESTMENT TRUST SCHEDULE A [[ADD NAME]] INVESTMENT TRUST In terms of paragraph 5.3 of the trust deed, it is determined that the number of votes that each trustee will initially have is as follows: The trustee representing GROUP A: 25 votes The trustee representing GROUP B: 25 votes Independent trustees: 25 votes each THUS DONE and SIGNED at [[ADD NAME]]on ____________________2008 …………………………………………………................... [[ADD NAME]] …………………………………………………................... [[ADD NAME]] …………………………………………………................... [[ADD NAME]] THUS DONE and SIGNED at ______________ on ____________________ 2008 …………………………………………………................... ____________________ [[ADD NAME]] INVESTMENT TRUST Page 19 of 20 Please visit:1 www.docstoc.com/profile/gysniesing 1 Please also visit: www.facebook.com/gysniesing http://gysniesing.flixya.com www.linkedin.com/in/gysniesing www.myspace.com/gysniesing www.youtube.com/user/gysniesing [[ADD NAME]] INVESTMENT TRUST