THIS SETTLEMENT is made the 8th day of March, One Thousand
Nine Hundred and Sixty-Nine BETWEEN XXXXXX XXXXXX of 34 Bryanston Square W1 in
Greater London the wife of Xxx Xxxxxx (hereinafter called "the Settlor") of the
one part and XXXXXX XXXXXXXX XXXXXXXXX of 000 Xxxxxxxxxx Xxxxxx X.0. Solicitor
and XXXXXXX XXXXX XXXXXXX XXXXX of 00 Xxxxxxx Xxxx Xxxxxx E.C.4. Chartered
Accountant (hereinafter called "the Trustees" which expression where the context
permits includes the Trustee or Trustees for the time being of these presents)
of the other part
WHEREAS:
(a) At the date hereof the Settlor has one child and
no more namely Xxxxxx Xxxxxx who was born on the Fifteenth day of
July One thousand nine hundred and sixty seven
(b) The Settlor wishes to provide for her said child
and for future children hereafter to be born to her and to create
such trusts as hereinafter appear
(c) The Settlor is about to transfer into the joint names or
control of the Trustees the investments specified in the Schedule hereto and it
is apprehended that the Settlor may hereafter pay or transfer or cause to be
paid or transferred money or further investments to be held on the trusts hereof
NOW in consideration of the premises THIS DEED WITNESSETH as
follows:
1. IN this Settlement the following terms shall where
the context so admits have the following meanings:
a. "the Trust Fund" means
(i) the investments specified in the Schedule
hereto
(ii) all money and investments paid or
transferred to and accepted by the
Trustees as additions to the Trust Fund and
(iii) the investments and property from time to
time representing such investments and
additions or any part or parts thereof
b. "the Trust Period" means the period of eighty
years from the date of this Deed
c. "the Beneficiaries" means the said Xxxxxx Xxxxxx and
all the children of the Settlor hereafter born to her before the expiration of
Twenty one years from the date of this Deed.
2. THE Trustees shall stand possessed of the Trust Fund UPON
TRUST that the Trustees shall either permit the same to remain as invested or
shall at their discretion sell, call in or convert into money the whole or any
part thereof and shall at the like discretion invest the money arising thereby
in the names or under the control of the Trustees in any of the investments
hereinafter authorized with power from time to time at the like
discretion to change such investments for others of a like
nature.
3. (i) THE Trustees shall stand possessed of one equal
half part or moiety of the Trust Fund UPON TRUST for such of the Beneficiaries
as shall attain the age of Twenty five years and if more than one in equal
shares absolutely.
(ii) The Trustees shall stand possessed of the
remaining one equal half part or moiety of the Trust Fund UPON TRUST for such of
the Beneficiaries as shall attain the age of Thirty five years and if more than
one in equal shares absolutely.
(iii) If any of the Beneficiaries shall die under
the age of Thirty five years leaving a child or children him or her surviving
the Trustees shall stand possessed of the share in the Trust Fund and
accumulations of income which such Beneficiary would have taken had he or she
attained the age of Twenty five or Thirty five years (as the case may be) UPON
TRUST for any such child or children who shall be living at the expiration of
the Perpetuity Period or attain the age of Twenty five years within the
Perpetuity Period and if more than one in equal shares absolutely.
4. THE trusts aforesaid shall carry the intermediate
income and the provisions of Section 31 of the Trustee Act 1925
shall apply to this Settlement accordingly subject nevertheless
to the following variations:
(i) the words "may in all the circumstances be reasonable"
shall be omitted from paragraph (i) of sub-section (1) thereof and there shall
be substituted the words "the Trustees shall in their absolute discretion think
fit" and (ii) the proviso at the end of sub-section (1) thereof shall be
omitted.
5. NOTWITHSTANDING the trusts contained in Clause 3 hereof the
Trustees may at any time or times during the lifetime of any of the
Beneficiaries before he or she shall attain the age of Twenty five years or
Thirty five years declare such trusts revocable or irrevocable in respect of the
whole or any part or parts of the expectant or presumptive share of any
Beneficiary in the Trust Fund that shall not then have been paid to or applied
for the benefit of such Beneficiary under the trusts and provisions hereinbefore
contained in favour of such Beneficiary and any spouse widower or widow child or
children or remoter issue of such Beneficiary and subject to such conditions
limitation provision for maintenance education support advancement and benefit
protective and other discretionary trusts exercisable at the discretion of the
Trustees or any other person or persons as the Trustees shall in their absolute
discretion think fit but so nevertheless that all interests in the Trust
Fund shall become vested absolutely before the expiration of the Perpetuity
Period.
6. ANY income or capital of the Trust Fund which but for the
provisions of this present Clause would be undisposed of by this Deed shall be
held in trust for such charitable purposes as the Trustees may in their absolute
discretion determine.
7. MONEY to be invested under the trusts hereof may be applied
or invested in the purchase of or at interest upon the security of such shares,
stocks funds, securities, land buildings, chattels or other investments or
property of whatsoever nature and wheresoever situate and whether involving
liabilities or producing income or net or upon such personal credit (other than
that of the Settlor or any husband) as the Trustees shall in their absolute
discretion think fit to the intent that the Trustees shall have the same powers
in all respects as if they were absolute owners beneficially entitled.
8. THE Trustees shall have the following powers:
(1) Power to apply any money for the time being
forming part of the Trust Fund in improving
or developing any land which or the proceeds
of sale of which may for the time being be
subject to the trusts hereof or erecting
enlarging improving or rebuilding any
buildings upon such land
(2) Power to permit any Beneficiary to reside in
any dwellinghouse occupy any land or have
the custody and use of any chattels which or
the proceeds of sale of which may for the
time being be subject to the trusts hereof
upon such conditions as to payment of rent
rates taxes and other expenses and outgoings
and as to insurance repair and decoration
and for such period and generally upon such
terms as the Trustees in their discretion
shall think fit
(3) Power to sell lease demise let mortgage
charge licensee and generally manage and
deal with any land of any tenure which or
the proceeds of sale of which may at any
time form part of the Trust Fund as if the
Trustees were beneficial owners absolutely
entitled
(4) Power to appropriate any investment or
property from time to time forming part of
the Trust Fund in its actual state of
investment in or towards the satisfaction of
the beneficial interest of any person in the
Trust Fund upon making such valuations as
the Trustees may think fit and without the
necessity of obtaining the consent of any
person
(5) Power to borrow money on such terms and as
to interest repayment and otherwise as they
may think fit and whether upon the security
of the whole or any part or parts of the
Trust Fund or upon personal security only
and to use such money borrowed in purchasing
or subscribing for investment or property to
be held as part of the Trust Fund or
otherwise for any purpose for which capital
moneys forming part of the Trust Fund may be
used
(6) Power (but without being under any
obligation) to effect any policy of
insurance upon the life of the Settlor (and
in particular a policy whereby a sum of
money becomes payable in the event of the
Settlor dying within Seven years of the date
hereof) and to apply any part or parts of
the capital or income of the Trust Fund or
any accumulations of income of the Trust
Fund in or towards the payment of any
premium for the effecting or the maintaining
of any such policy and power to borrow from
any person including any one or more of
themselves the moneys required for any such
premium upon such terms as to repayment
interest and
otherwise as the Trustees in their absolute
discretion think fit and to charge any part
of the capital or income (including any
future income of the Trust Fund with the
repayment of any moneys so borrowed)
9. EVERY discretion or power hereby conferred on the Trustees
shall be an absolute and uncontrolled discretion or power and no Trustee shall
be held liable for any loss or damage accruing as a result of his concurring or
refusing or failing to concur in any exercise of any such discretion or power.
10. IN the professed execution of the trusts and powers hereof
no Trustee being an individual shall be liable for any loss to the Trust Fund
arising by reason of any improper investment made in good faith or for the
negligence or fraud of any agent employed by him or by any other Trustee hereof
although the employment of such agent was not strictly necessary or expedient or
by reason or any mistake or omission made in good faith by any Trustee hereof or
by reason of any other matter or thing except wilful and individual fraud or
wrongdoing on the part of the Trustee who is sought to be made so liable.
11. THE cost of the preparation and completion of this Deed
and of the transfer of the investments to the Trustees and the Stamp Duty
thereon and any expenses incidental thereto shall be paid out of the income of
the Trust Fund.
12. ANY Trustee being a Solicitor or other person engaged in
any profession or business shall be entitled to be paid all usual professional
or proper charges for business transacted time expended and acts done by him or
any partner of his in connection with the trusts hereof including acts which a
trustee not being in any profession or business could have done personally
13. (i) THE power of appointing new and additional
Trustees shall be vested in the Settlor during her life and after her death in
her widower during his life PROVIDED THAT neither the Settlor nor any husband of
the Settlor shall be or become a Trustee hereof.
(ii) Notwithstanding anything hereinbefore
expressed or implied a person including a body corporate not resident in the
United Kingdom shall be eligible to be appointed a trustee hereof
notwithstanding that no other trustee or only a minority of the Trustees may be
resident in the United Kingdom.
14. THE Trustees shall during the Perpetuity Period have power
by deed but during the lifetime of the Settlor not without her consent in
writing to declare that this Settlement shall from the date of such deed or any
later date specified therein be administered in some country other than the
United Kingdom.
15. NOTWITHSTANDING anything hereinbefore contained or implied
neither the Settlor nor any husband of the Settlor shall at any time hereafter
either directly or indirectly take or receive any benefit whatsoever hereunder
in any circumstances whatsoever and no power or discretion hereunder shall be
exercised so as to confer any such benefit on the Settlor or any husband of the
Settlor.
IN WITNESS whereof the parties hereto have hereunto set their
hand and seals the day and year first above written
THE SCHEDULE above referred to 166,000 Ordinary Shares of $1
each in Central Holdings Limited.
SIGNED SEALED AND DELIVERED )
by the above-named )
in the presence of )
SIGNED SEALED AND DELIVERED )
by the above-named )
in the presence of )
SIGNED SEALED AND DELIVERED )
by the above-named )
in the presence of )
