TerraNature Trust Deed | 6                       Close window

12.4

(b)

a shareholder or director of any company carrying on any business of or for the Trust; or

(c)

a settlor or trustee of any trust which is a shareholder of any company carrying on any business of or for the Trust; or

(d)

an associated person (as defined by the Income Tax Act 1994) of any Trustee or any such settlor, shareholder, director or trustee

and the Determining Person can, by virtue of being a Trustee or such a settlor, shareholder, director, trustee or associated person, in any way (whether directly or indirectly) determine, or materially influence in any way the determination of, the nature or the amount of the remuneration or benefit or advantage or income referred to in clause 12.3 or the circumstances in which it is or is to be received, gained, achieved, afforded or derived by the Determining Person.

12.5

Clause 12.3 does not apply if and to the extent that there is an exclusion from the application of the second proviso to section CB 4(1)(e) of the Income Tax Act 1994 by any law of New Zealand (whether that law is the Income Tax Act 1994 or otherwise).

12.6

A person who in the course of and as part of the carrying on of the business of a professional public practice renders professional services to the Trust or to any company by which any business of the Trust is carried on, shall not by reason thereof be in breach of clause 12.3.

13

FIRST TRUSTEES, NUMBER AND QUALIFICATION
OF TRUSTEES

13.1

The Original Trustees were the first trustees of the Trust.

13.2

The Trust shall consist of at least four but no more than seven Trustees until changed by amendment to this deed.  The exact number of Trustees, including the Chair of the Trustees shall be fixed at any time, within the limits set forth herein, by a resolution adopted by a majority of the Trustees then in office.

13.3

If the number of Trustees is four, two Trustees including the Chair of the Trustees shall be appointed by the directors of Terra Nature Fund.  If the number of Trustees is five or six, three Trustees including the Chair of the Trustees shall be appointed by the directors of Terra Nature Fund.  If the number of Trustees is seven, four Trustees including the Chair of the Trustees shall be appointed by the directors of Terra Nature Fund.

13.4

Candidates should be sought for Trustees who are representatives of environmental organizations, educational institutions and organisations, the scientific community, public service and charitable organisations, and business people, whose interests and activities are similar to or complementary with the purposes and objectives of this Trust.

13.5

If the number of Trustees shall become fewer than four, the Settlor shall designate such number of new Trustees as shall be necessary to make the number of Trustees a minimum of four.