BHLB Trustee is currently one
of the leading trustees for unit trust funds in
Malaysia being trustee for 34 unit trust funds
from 8 major unit trust management companies.
As for corporate trusts, BHLB Trustee is trustee
to 9 bonds issuances, various golf / resort clubs,
time-share arrangement and other trusts. BHLB
Trustee currently holds assets in the region of
RM3 billion as trustee and/or custodian.
a) Due Diligence
The Trustee shall exercise
all due diligence and vigilance in carrying
out its functions and duties and ensure that
the rights and interest of the Growers are
protected.
b)Trust Account and Reserve Fund
The Trustee shall establish
an interest bearing Trust Account in the name
of the Trustee for the Management Company
for the purpose of depositing and holding
on trust all Grower’s Fee received by the
Management Company from the Growers. Upon
the expiry of the Cooling-off Period, the
Trustee shall release to the Management Company
all and any Grower’s Fee received by it from
the Management Company and deposited into
the Trust Account together with any interest
accrued thereon at the Management Company’s
request in accordance with the Trust Deed.
Any Grower’s Fee deposited
into the Trust Account by the Management Company
prior to the expiry of the Cooling-Off Period
shall be held in trust by the Trustee for
the Applicant until the expiry of the Cooling-Off
Period and in the event that any application
is withdrawn by an Applicant during the Cooling-Off
Period, the Trustee shall release such Grower’s
Fee, free of interest, to the Applicant.
The Trustee shall cause to
be established another trust account as the
Reserve Fund in the name of the Trustee for
the Management Company with a reputable bank
approved by the Management Company and the
Reserve Fund shall be utilised in respect
of any obligations of the Management Company
towards the Growers.
The Management Company shall
deposit a sum equivalent to twenty-nine percent
(29%) of the total Grower’s Fee paid by the
Grower(s) to the Management Company into the
Reserve Fund within thirty (30) days of the
receipt of such Grower’s Fee by the Management
Company. The Reserve Fund shall be released
to the Management Company in the following
manner:-
| Date of
release of the Reserve Fund |
Percentage of the value
of the Reserve Fund to be released |
| 1st anniversary from Planting
Date |
Eight Percent (8%) |
| 2nd anniversary from Planting
Date |
Eight Percent (8%) |
| 3rd anniversary from Planting
Date |
Eight Percent (8%) |
Provided always that thereafter,
a sum equivalent to Five Percent (5%) of the
Reserve Fund shall be maintained for the duration
of the Scheme and, subject to the terms of
this Deed, said sum shall be released to the
Management Company at the Maturity Date or
earlier termination of the Scheme, whichever
is earlier.
c)Investment by Trustee
All sums deposited in the
Reserve Fund may be invested by the Trustee
in suitably liquid and secure investments
or any other investments authorised by law
and approved by the Management Company and
any interest earned thereon shall be accumulated
to the principal until release thereof to
the Management Company.
d)Accounts to be Audited
The Trustee shall keep or
cause to be kept proper books of account in
relation to the funds in the Trust Account
and of all disbursement thereof. The Trustee
shall ensure that a statement of the accounts
with the report of the Approved Company Auditor
thereon is available for inspection by Growers
at the Management Company’s Business Office
within two (2) months of the end of the financial
year.
e)Register of Growers
The Trustee shall ensure
that the Register of Growers is properly maintained
and kept up to date by the Management Company,
and also made available for inspection by
the Trustee and Growers at the place of business
of the Management Company free of charge during
the working hours of the Management Company.
f)Maximum Number of Grower’s Plots Available
for Sale
The Trustee shall ensure
that the maximum number of Grower’s Plots
sold does not exceed 40,000.
g)Insurance
The Trustee shall ensure
that the oil palm operations at the Plantation
are adequately insured, for the duration of
the Scheme and the Grower’s Management Agreement.
h)Consent to Sales and Advertising
The Management Company shall
obtain the consent of the Trustee and the
Registrar of Companies before publishing or
causing to be published, any advertisement
circular or other document containing any
statement with respect to the subscription
price of Grower’s Plots or containing any
invitation to subscribe any Grower’s Plots.
i)Winding up of the Management Company and/or
termination of the Scheme
The Scheme herein shall continue
to subsist for so long as there shall be a
valid Grower’s Management Agreement, Grower’s
Plot and its related Grower’s Certificate
in existence or for such other time as shall
be agreed between the Trustee and the Management
Company.
Where the Management Company
is in liquidation or where, in the opinion
of the Trustee or its representative, the
Management Company has ceased to carry on
business or has, to the prejudice of the Grower
to which this Deed relates, failed to comply
with this Deed, the Trustee or representative
shall summon a meeting of the Growers.
A meeting shall be summoned:-
(i) by sending by post notice
of the proposed meeting at least twenty-one
(21) days before the proposed meeting, to
each Grower at his last known address or,
in the case of joint holders, to the joint
holder whose name stands first in the Register
of Growers; and
(ii) by publishing, at least twenty-one (21)
days before the proposed meeting, and advertisement
giving notice of the meeting in a newspaper
circulating generally throughout Malaysia.
The provisions below shall
apply to such a meeting as if the meeting
were a meeting referred to in Paragraph 15.3.
If at any such meeting a
resolution is passed by a majority in number
representing three-fourths (¾) in value of
the Grower(s) present and voting either in
person or by proxy at the meeting that the
Scheme be wound up, the Trustee or representative
shall apply to the Court for an order confirming
the resolution.
On an application by the
Trustee or representative the Court may, if
it is satisfied that it is in the interest
of the Grower(s), confirm the resolution and
may make such orders as it thinks necessary
or expedient for the effective winding up
of the Scheme.
Subject to the procedure
for convening a meeting above, the Scheme
may be voluntarily terminated by resolution
passed by a majority in number representing
three-fourths (¾) in value of the Grower(s)
present in person or by proxy at any meeting
of the Grower(s) in favour of any proposal
made by the Management Company as an alternative
to the Scheme.
j)Remuneration of the Trustee
The Management Company shall
pay the Trustee by way of remuneration for
its services hereunder such sum as shall be
agreed upon between the Trustee and the Management
Company commencing from the date of the Trust
Deed and throughout the period the Trustee
shall remain as Trustee of the Trust Deed.
All out of pocket expenses
to be incurred by the Trustee for the performance
of its duties under the Trust Deed shall be
reimbursed by the Management Company to the
Trustee as and when the same is incurred.
k)Meetings with Independent Consultant
The Trustee shall hold meetings
with the Independent Consultant to obtain
the necessary feedback on the operations of
the Plantation and procure and obtain reports
from the Independent Consultant to ensure
that the development of the Plantation as
promised in Trust Deed is fulfilled.
l)Visits to the Plantation
The Trustee shall make visits
to inspect condition of the Plantation and
seek remedial action if matter is unsatisfactory.
m)Investigation of complaints by Grower(s)
The Trustee shall investigate
any reasonable complaints made by any Grower(s)
to the Trustee.
n)Reporting on non-compliance
The Trustee shall report
to the Registrar of Companies any non-compliance
of Trust Deed by Management Company
