DATED_____July 31, 1997



Sir Emile R. Gumbs, OBE

Mr. Malcolm Hope-Ross, B.Comm, FCA

Mrs. Marjorie McLean



THE WALLBLAKE HOUSE TRUST

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Index of Clauses and Schedules

Clause

  1. Definitions and construction
  2. Name
  3. Proper law and forum of administration
  4. Trusts for sale and retention and general powers of investment
  5. Charitable Purposes
  6. Powers of Trustees
  7. Persons dealing with Trustees
  8. Appointment, retirement etc. of Trustees
  9. Non-accountability of Trustees for certain remuneration
  10. Exoneration and indemnity of Trustees generally
  11. Exoneration of Trustees from management of companies
  12. Receipts to discharge Trustees
  13. Delegation of Trustees' trust powers duties and discretions
  14. Variation
  15. Overriding restrictions
  16. Accounts
  17. Invalidity
  18. Clause Headings


Schedules

  1. The powers of investment referred to in clause 4(2)
  2. The additional administrative powers conferred on the Trustees by clause 6
  3. The provisions referred to in clause 8





THIS DECLARATION OF TRUST is made on 1997

BY Emile R. Gumbs

Malcolm Hope-Ross

Marjorie McLean

(hereinafter called the "Original Trustees")

Fiona Curtis

(hereinafter called the "Settlor")

WHEREAS

  1. The Trustees have resolved to constitute a trust for the charitable purposes hereinafter declared
  2. The Initial Fund as hereinafter defined has been paid or transferred to the Original Trustees by the Settlor to the intent that it constitute the irrevocable trust hereby declared
  3. Further monies investments or other property may be paid or transferred to or become held by the Original Trustees or other the Trustees for the time being upon the trusts hereinafter declared
  4. It is intended that the trust hereby declared shall be known as "The Wallblake House Trust " and all references in this declaration of trust to "this settlement" shall be construed accordingly

NOW THIS DEED WITNESSES as follows

  1. Definitions and construction

    1. In this settlement where the context so admits

      1. the singular number includes the plural number and vice versa
      2. the masculine gender includes the feminine gender and vice versa
      3. the neuter gender includes the masculine gender and the feminine gender and vice versa
      4. references to persons include companies
      5. references to companies include any association or partnership whether incorporated or unincorporated
      6. references to clauses and schedules are to clauses of and schedules to this settlement
      7. unless other wise sated references to sub-clauses are to sub-clauses of the clause in which the reference appears and references to paragraphs are to paragraphs of the schedule in which the reference appears

    2. the following expressions shall bear the following respective meanings

      1. "Trustees" means the Original Trustees or other the trustees for the time being of the settlement
      2. "Initial Fund" means the sum of US$ 100.00 (One hundred United States dollars) paid to the Original Trustees as aforesaid
      3. "Trust Fund" means the initial fund and all other (if any) capital monies and investments or other property movable or immovable which may at any time hereafter be paid to or transferred into the names or under the legal control of the trustees to be held upon the trusts hereof or which may at any time hereafter in any other manner become subject to the trusts hereof and the property from time to time representing the same respectively
      4. "Jurisdiction" means Anguilla
      5. "instrument" means an instrument in writing which is signed by the parties thereto in the presence of an independent witness or in the case of a company then executed in accordance with its constitution or (where the law of the Jurisdiction so requires) a deed
      6. "charitable" has the same meaning as "charitable" has under the laws of the Jurisdiction
      7. "charity" means any institution association organization trust or other company having charitable status
      8. "The Wallblake House" means the house and group of buildings situated in The Valley, Anguilla to the South of St. Gerard's Roman Catholic Church commonly known as Wallblake House together with that surrounding land enclosed by a rock wall on the south and west sides and by a wooden fence on the north and east sides.

  2. Name

    The trust hereby constituted shall be known as The Wallblake House Trust

  3. Proper law and forum of administration
    1. This settlement is established under the law of the Jurisdiction and
    2. the said law shall constitute the proper law of this settlement and
    3. the courts of the jurisdiction shall be the forum for the administration of these trusts
    4. The rights powers and duties of the Trustees hereunder and the construction and effect of every provision hereof shall be determined according to the law of the Jurisdiction

  4. Trusts for sale and retention and general powers of investment
    1. The Trustees shall hold any immovable property for the time being forming part of the Trust Fund Upon trust to sell the same with power to postpone the sale thereof for such as they shall think fit and shall hold all other investments or property for the time being forming part of the Trust Fund Upon trust at their discretion either to retain the same in the existing state thereof without being liable for any loss occasioned thereby or at any time to sell call in and convert into money the same or any part thereof
    2. The Trustees shall hold the net proceeds of the sale of any investments or other property movable or immovable and the Initial Fund and any other monies from time to time forming part of the of the Trust Fund Upon trust to invest or lay out the same either in or upon any of the investments or property set out in the first schedule or in any investments permitted by the law of the Jurisdiction

  5. Charitable Purposes

    The Trustees shall hold the Trust Fund and the income thereof Upon trust to pay or apply the income of the Trust Fund as the Trustees shall think fit to the restoration of The Wallblake House to a condition which, in the opinion of the Trustees, as closely resembles original as is possible.

  6. Powers of Trustees
    1. The Trustees shall conduct the affairs of this settlement in such manner as they may consider appropriate and may make such arrangements in relation to the administration of this settlement as they consider advisable and in connection with such administration shall have and may exercise all the powers and discretions conferred upon them by this deed or by the provided that no such power or discretion shall be exercised otherwise than in furtherance of the charitable objects of this settlement
    2. Subject to the provisions of clause 15 and to such restrictions as may be imposed by law and such consents as may be required by law all powers vested in the Trustees by this settlement or by law shall be exercisable by the Trustees at their absolute discretion in furtherance of the objects of this settlement at such time and in such manner and to such extent as the Trustees in their discretion think fit
    3. In furtherance of the charitable objects of this settlement but not further or otherwise the trustees shall have power to lend any monies forming part of the Trust Fund upon such terms and conditions and whether or not at interest or upon any security as the Trustees shall think fit
    4. In addition to all the powers invested in the Trustees by law and in furtherance of the charitable objects of this settlement but not further or otherwise the Trustees shall have the additional powers set out in the second schedule
    5. Except where the context otherwise requests all (if any) statutory and equitable rules of appointment shall not apply to this settlement and the Trustees shall be permitted to treat all dividends and other payments in the nature of income received by them as income at the date of receipt irrespective of the period for which the dividend or other income is payable

  7. Persons dealing with the Trustees
    1. No person dealing with the Trustees and no purchaser on any sale made by the Trustees shall be concerned to enquire into the propriety or validity of any act of the Trustees nor to see to the application of any money paid or property transferred to or upon the order of the Trustees
    2. No company any of whose securities are included in the Trust Fund and no purchaser or other person dealing with any person (including a Trustee) purporting to act under any delegation of authority from the Trustees shall be required to ascertain or enquire whether a case exists in which such delegation is permitted or whether such delegated authority is still subsisting
    3. When anything is dependent upon the value of any property or the existence of any fact the trustees may determine conclusively such value or such fact and the certificate of the Trustees as to such determination shall be conclusive in favour of anyone acting thereon in good faith

  8. Appointment, retirement etc. of Trustees

    The provisions contained in the third schedule shall apply in regulating the number appointment and retirement of the Trustees of this settlement and ancillary matters therein specified

  9. Non-accountability of Trustees for certain remuneration
    1. No Trustee (nor any associated company of a Trustee) shall be accountable for any remuneration or other fee received by him or any other person whether as a director employee or otherwise from any company in which shares stock debentures or any other securities are for the time being held by the Trustees as part of the Trust Fund extent to the extent (if any) to which such remuneration or other benefit is received by the Trustees or any of them by reason of such shares stock debentures or other securities being in the name of the Trustees or held on their behalf
    2. Any company being a Trustee hereof whether original or substituted and any associated company of any such company may transact in its own office on behalf of the trust or any person beneficially interested hereunder any business which by its constitution it is authorised to undertake upon the same terms (or upon terms more advantageous to the trust or such person) as would for the time being be made with an ordinary customer and may retain on current or deposit account or advance at interest rates all monies necessary or convenient with the Trust Fund without accounting for any profit made thereby

  10. Exoneration and indemnity of Trustees generally
    1. Without prejudice to the protection in this regard afforded by law in the professed execution of the trusts and the powers hereof no Trustee (nor any director or officer of any corporate trustee) shall be liable
    2. for any loss to the Trust Fund arising by reason of any improper investment made or retained in good faith
    3. for the negligence or fraud of any agent employed by such Trustee or by any other Trustee although the employment of such agent was not strictly necessary or expedient provide such employment was in good faith
    4. by reason of any mistake or omission made in good faith By any Trustee
    5. by reason of any other matter or thing except willful fraud or dishonesty on the part of the Trustee whom it is sought to make liable
    6. No Trustee shall be required to give a bond or security for the due and faithful administration of the Trust Fund or for the discharge of the trusts hereby created
    7. Each Trustee shall be entitled to exoneration and indemnity out of the Trust Fund and the income thereof for any liability loss or expense incurred hereunder and for any judgment recovered against and paid by such Trustee other than liability loss expense or judgment arising out of his own fraud willful default or dishonesty
    8. Provided (in the case of an individual Trustee only) there is at least one of his co-Trustees who has no personal interest any Trustee may concur in exercising any power or discretion conferred on the Trustees by this settlement or by law notwithstanding that such Trustee may be otherwise interested (whether directly or indirectly and whether in a personal or fiduciary capacity) in the exercise the result of the exercise of such power or discretion

  11. Exoneration of Trustees from management of companies

    The Trustees shall not be bound or required to interfere in the management or conduct of the business of any company in which the Trustees shall hold shares or other voting rights but so long as there shall be no notice of any act of dishonesty or misappropriation of monies on the part of the directors having the management of such company the trustees shall be at liberty to leave the conduct of its business (including the payment or non-payment of dividends) wholly to such directors

  12. Receipts to discharge Trustees
    1. Where the Trustees are desirous of paying or applying any income to or for the benefit of any person who does not have the capacity to give a valid receipt therefor the Trustees may pay the same to any parent or guardian of such person without seeing to the application thereof or apply the same in such manner as may be directed in writing by such parent or guardian and the receipt of such parent or guardian shall be sufficient discharge to the Trustee

    2. A receipt purporting to be signed by the treasurer for the time being or other proper officer of any association or partnership whether incorporated or unincorporated for any income paid to it or applied for its benefit pursuant to any trust or power contained in this settlement shall be sufficient discharge to the Trustees

  13. Delegation of Trustees' powers

    The Trustees (or any of the Trustees if there are more than one) may delegate all or any of the powers of management and administration imposed or conferred on the Trustees by this settlement or by law to any person resident or domiciled in any part of the world (including if thought fit any other Trustee) subject to such restrictions terms and conditions as the Trustees shall think fit

  14. Variation

    Notwithstanding anything hereinbefore contained or implied but subject always to the provisions of clause 15 the Trustees may at any time or times by any deed or deeds irrevocable vary the provisions or powers herein contained (including without limitation any provision or power concerning the management or administration of the Trust Fund) by revoking (wholly or partially) or amending all or any of the said provisions or powers and may add or incorporate any new or modified limitations powers or provisions whatever concerning the Trust Fund its management or administration and the income thereof Provide that

    1. no exercise of the foregoing powers conferred on the Trustees by this clause shall invalidate any prior payment transfer or application of all or any part of the Trust Fund or the income thereof

    2. no variation addition or incorporation shall be made to the provisions of clause 15

  15. Overriding restrictions

    Notwithstanding anything in this settlement contained or implied

    1. none of the powers authorities or discretions hereby or by law conferred on the Trustees or any other person shall at any time or in any way circumstances whatsoever be exercisable in such a manner as would cause this settlement to cease to be a charity under the law of the Jurisdiction
    2. no exercise of any power contained in this settlement shall invalidate any prior payment transfer or application of all or any part of the Trust Fund or the income thereof
    3. no power authority or discretion hereby or by law conferred on the Trustees shall be exercised and no provision of this deed shall operate so as to cause any part of the income of the Trust Fund to become payable to or applicable for the benefit directly or indirectly of the settlor or any spouse of the settlor in any circumstances whatsoever

  16. Accounts

    The Trustees shall arrange for the accounts of this settlement to be prepared annually at the expense of the Trust Fund and in any event if so required by law and generally shall take all such actions as are necessary to comply with any applicable accounting and reporting requirements

  17. Invalidity

    If at any time any provision hereof is or becomes invalid illegal or unenforceable in any respect under or in any respect contrary to any law the validity legality and enforceability of the remaining provisions hereof shall not be in any way affected or impaired thereby

  18. Clause Headings

    The headings in this settlement are for convenience only and shall be ignored in construing the provisions hereof

IN WITNESS whereof the Original Trustees have executed this settlement

The Original Trustees:

SIGNED by the said )

Sir Emile R. Gumbs ) _________________________

in the presence of: )

)

SIGNED by the said )

Mr. Malcolm Hope-Ross ) _________________________

in the presence of: )

)

SIGNED by the said )

Mrs. Marjorie McLean ) _________________________

in the presence of: )

)

THE SETTLOR

SIGNED by the said )

Mrs. Fiona Curtis ) _________________________

in the presence of: )

)

THE FIRST SCHEDULE

(The powers of investment referred to in clause 4(2))

Trustees' unrestricted power of investment

  1. Any monies requiring investment hereunder may be invested or laid out in the purchase of or at interest upon the security of such stocks funds shares securities or other investments or property of whatsoever nature and situate in any part of the world and whether involving liability or not and whether in possession or in reversion and whether producing income or not or upon such terms as the Trustees think fit without having regard to any obligation to diversify the investment of the Trust Fund (including the purchase or taking on lease for such period and upon such terms as the Trustees think fit of immovable property situate in any part of the world and the purchase of ground rents on immovable property situate as aforesaid and of mortgages either alone or jointly with others of immovable property situate as aforesaid) to the intent that the Trustees as shall have the same full and unrestricted powers of investing and transporting investments and laying out monies in all respects as if they were absolutely entitled thereto beneficially

  2. Without prejudice to the generality of paragraph (1) it is hereby declared that the Trustees may at any time and from time to time apply any part of the income of the Trust Fund

    1. policies of assurance

      in effecting any policy of assurance on the life of any person or any endowment policy (including any term policy for the education advancement or otherwise for the benefit of any person) or any other insurance contract or policy (such contract or policy to be assigned to the Trustees if not originally effected by them) and in maintaining any such contract or policy and so that the Trustees shall have all the powers of selling surrendering exchanging making fully paid-up or otherwise dealing with any such contract or policy as if they beneficially entitled thereto

    2. chattels as investments

      in the purchase of any chattels or other tangible movable property (including works of art and antique) or any rights or interest therein (and in particular but without prejudice to the generality of the foregoing any gold or silver bullion precious stones base metal or commodities)

    3. partly-paid shares

      in purchasing or subscribing for partly-paid shares and in paying up such shares

    4. loans generally

      in making loans to any person for such period and upon such terms regarding payment of interest repayment of capital and security (if any) as the Trustees reasonably believe a bank would impose when making a similar arrangement



THE SECOND SCHEDULE

(The additional administrative powers conferred on the Trustees by clause 6(4))
  1. To receive property

    To receive property (including onerous property) by gift inter vivos or by will or under the provisions of any other trust or otherwise and from any other person as additions to the Trust Fund and to hold the same upon the trusts herein set forth and to administer such provisions under the provisions hereof

  2. To sell lease or exchange property

    To sell lease or exchange any property moveable or immovable (which shall be deemed always to include any part or share estate or interest of or in any such property) which may at any time constitute the whole or any part of the Trust Fund either at public auction or by private contract for such consideration and on such term as the Trustees deem advisable and whether for the purpose for reinvestment distribution or division and to make such contracts and to enter into such undertakings relating to the Trust Fund or to any part of it as the Trustees consider advantageous to their execution of the trusts hereby constituted

  3. Powers of a beneficial owner

    With respect to any property which or the proceeds of sale of which or any interest in which constitutes the whole or part of the Trust Fund to exercise all powers which an individual beneficial owner might exercise without being restricted in any way by the office of trustee including (without prejudice to the generality of the foregoing)

    1. To carry on investment activity

      Power to carry on any investment activity whatsoever in any part of the world provided always that the Trustees shall not undertake any permanent trading activity

    2. To promote and incorporate companies

      power to promote and incorporate one or more companies or any other legal entities in any part of the world to carry on any trade or business whatsoever including without prejudice to the generality of the foregoing for the purpose of making and holding investments and power to liquidate the same and distribute their assets in specie or otherwise

    3. To vote company securities etc.

      power to vote upon or in respect of any shares securities bond notes or other evidence of interest in or obligations of any company trust association or concern whether or not affecting the security or the apparent security of the Trust Fund or the purchase or sale or lease of the assets of any such company trust association or concern

    4. To vote Trustees on to boards of companies

      power to exercise or concur in exercising the voting and other rights attaching to any securities for the time being forming part of the Trust Fund so as to become (or so that a director or any other officer or employee of any of the Trustees being a company may become) a director or other officer or employee of any company and to be entitled to vote for and to be paid and to retain for the Trustee's use and benefit reasonable remuneration for such services

    5. To give proxies

      power to give proxies or powers of attorney with or without power of substitution for voting or acting on behalf of the Trustees as owners of any property comprised in the Trust Fund

    6. To invest income accumulations

      power to invest reinvest and manage accumulations of income either separately or together with other funds

    7. To hold undivided interests

      power to hold and distribute undivided interests in property

    8. To appoint investment managers or advisers

      power to appoint and remunerate such investment managers or advisers upon such terms and to confer on them such powers with or without restrictions or limitations regarding the making and transposing of investments as the Trustees may think fit with power to revoke or vary any such appointment

    9. To Insure

      To insure all or any parts of the Trust Fund against such perils and at such value as the Trustees shall in their absolute discretion see fit

  4. To appropriate

    To appropriate any part of the Trusts Fund in its then actual condition or state of investment in or towards satisfaction of any interest or share in the Trust Fund as may in all the circumstances appear to the Trustees to be just and reasonable and for these purposes from time to time to place such value on any or all investments to other property as they shall think fit

  5. To permit trust property to remain with nominees or custodians

    To permit any monies bonds share certificates or other securities for money or documents of title to property movable or immovable for the time being subject to the trusts hereof to be and remain deposited with any bank trust company professional firm or any like institution on any part of the world and to permit any investments securities or other movable or immovable property which or any share or interest wherein shall be for the time being subject to the trusts hereof to be and remain vested in the names of nominees or trustees in any part of the world instead of in the name of the Trustees with power to delegate to any such person such of the trust powers and discretions hereby or by law vested in the Trustees with reference to the items so deposited or the property so vested in the names of such persons as the Trustees may consider expedient

  6. To execute instruments

    To make sign execute and deliver conveyances assignments transfers leases mortgages instruments of pledge instruments creating liens contracts and all such other instruments or documents sealed or unsealed as the Trustees may consider appropriate

  7. To employ agents

    To employ and pay at the expense of the income of the Trust Fund any agents in any part of the world whether attorneys solicitors bankers accountants stockbrokers or other agents (including if thought fit one or more of the Trustees or an associate of a company being a Trustee or any director or employee of any of them) and to transact any business or to do any act requiring to be transacted or done in the execution of the trusts hereof (including the receipt and payment of money the execution of documents the keeping of books of account of income and expenditure of the Trust Fund and the preparation from time to tome of the trust accounts)

  8. To borrow

    To borrow at any time any monies required for the purposes hereof (including for the purpose of investment only) upon such terms as to repayment of principal and payment of interest as the Trustees think fit and the Trustees may for this purpose mortgage or charge in favour of the lender the whole or any part of the Trust Fund or any interest therein

  9. To pay taxes etc.

    In the event of any duties fees or taxes becoming legally payable by the Trustees in any part of the world in respect of the capital of the Trust Fund or any part thereof to pay all or any part of such duties fees and taxes out of the capital of the Trust Fund notwithstanding that such duties fees or taxes or some part thereof are not or may not be recoverable by legal process and Provided also that the Trustees may rely without further enquiry or investigation on the opinion of counsel (who may be counsel for the Trustees) whom they believe to be qualified to advise on the laws of the state or country purporting to impose such duties fees or taxes as to the amounts (if any) so legally payable (whether or not recoverable)

  10. To open and operate bank accounts

    To open and maintain in the name of this settlement or in such other name as the Trustees may from time to time think fit and at any time to pay monies forming part of the Trust Fund or the income thereof to the credit of such account or to place the same on deposit with any bank and from time to time make such arrangements as the Trustees shall think fit for the operation of such account.

  11. To employ persons

    To employ any person firm or company not being a Trustee to manage or assist in managing the daily administration of the Trust Fund upon such reasonable terms as the Trustees think fit and other such officials or staff not being a Trustee as the Trustees may in their discretion from time to time determine and to enter into agreements and to fix such reasonable salaries as the Trustees may deem proper and to and to enter into any service agreements which they shall consider to be necessary including power to determine any such employment upon such terms as the Trustees may decide and to make all reasonable and necessary provisions for the payment of pensions and superannuation to or on behalf of employees and their widows or widowers and dependents.

  12. To pay for insurance

    To pay out of the Trust Fund the costs of any premium in respect of insurance or indemnity (notwithstanding the Trustees' interest in such insurance or indemnity) to cover all personal liabilities which may be incurred by the Trustees or any of them in connection with this settlement and no Trustee shall be accountable for any monies paid to such Trustee under the terms of any such insurance or indemnity unless the Trustees shall otherwise have been fully indemnified in respect of the liability to which such payment relates provided that any such insurance or indemnity shall not extend to any claim by a Trustee arising from any act or omission which the Trustee in question commits either knowing it to be a breach of trust or breach of duty or in reckless disregard whether or not it was a breach of trust or breach of duty

  13. To do all things necessary for due administration

    To do all things as may be necessary or incidental to the due administration and control of the Trust Fund or the due execution of the trusts of this settlement and to do all such lawful acts or things as shall further the attainment of the charitable objects of this settlement

THE THIRD SCHEDULE

(The provisions referred to in clause 14 relating to the appointment and retirement of Trustees and ancillary matters
  1. The minimum number of Trustees of this settlement (or any part of the Trust Fund in respect a which a separate set of trustees has been appointed) shall be two

  2. Any corporate Trustee of this settlement must also be a licensed Bank or Trust Company holding a valid licence to operate as such from within the Jurisdiction

  3. So long as the number of Trustees is below the minimum number a continuing Trustee shall not be entitled (save in the event of an emergency) to exercise any discretion or power hereunder other than (where applicable) the power of appointing a new Trustee pursuant to the powers hereinafter contained

  4. Any Trustee who wishes to be discharged from the trusts of this settlement shall give written notice of such wish to the person for the time being entitled to appoint new Trustees and to his co-Trustees (if any) and having given such notice shall be discharged at the expiration of one month from the date when such notice shall have been given or of such shorter period as the said person entitled to new Trustees may agree in writing but so that such discharge shall not take effect unless and until immediately after such discharge there will be (whether by virtue of continuance in office or of an appointment taking effect forthwith upon such discharge) at least the minimum number of Trustees required by paragraph (1) or by law

  5. If a Trustee whether original additional or substituted shall die or being a company be dissolved or being a Bank or Trust Company lose its licence or shall desire to be discharged from all or any of the trusts or powers hereof or shall refuse or become unfit to act therein or become incapable of acting therein then the following persons namely

    1. the surviving or continuing Trustees for the time being or if their be no surviving or continuing Trustees

    2. the personal representative constituted in the place of his domicile of the last surviving Trustee (if an individual) or the last Trustee (if a company)

    may by instrument appoint one or more other persons companies to be a Trustee in the place of the Trustees so deceased dissolved desiring to be discharged refusing or being unfit or being incapable as aforesaid

  6. The persons in paragraph (4) mentioned in the same order of succession may by instrument appoint one or more other persons or companies to be an additional Trustee or additional Trustees provided that the number of Trustees shall not be increased beyond four

  7. A person may be appointed a Trustee though not domiciled or resident or (being a company) having a place of business in the Jurisdiction for the time being

  8. An outgoing Trustee shall execute and do all such transfers or other documents acts or things as nay be necessary for vesting the Trust Fund in the new or continuing Trustees



[Wallblake House] The Wallblake House Trust
PO Box 1127
The Valley,
Anguilla
British West Indies
www.wallblake.ai
Donations: donate@wallblake.ai
Fiona Curtis: dcurtis@anguillanet.com
Marj Morani: moranim@candw.com.ai
More information about Anguilla