Singapore legislation
Clause 28
Clause 28
Contents of trust deed
(1)
The trustee-manager of a registered business trust shall make provision in the trust deed of the registered business trust —
relating to such particulars as are sufficient to define the scope of business of the registered business trust and disclose the structure of, and the nature of the units in, the registered business trust;
for the powers of the trustee-manager in relation to managing and operating the business of the registered business trust;
in respect of the duration, if ascertainable, of the registered business trust or, if the duration is not ascertainable, a statement of that fact;
for the conditions governing the transfer of units in the registered business trust;
specifying the full particulars of —
the remuneration of the trustee-manager of the registered business trust and the manner in which that remuneration is provided for; and
any other fees or charges payable out of the trust property of the registered business trust;
relating to the procedure for the winding up of the registered business trust, which procedure shall not be in conflict with any provision in Part VII and, in the case of any such conflict, the provisions in Part VII shall prevail; and
in respect of such other matters as may be prescribed by the Authority.
(2)
The trustee-manager of a registered business trust shall not have any right to be paid fees or to claim indemnification for debts, expenses or other liabilities incurred by the trustee-manager on behalf of the registered business trust out of the trust property of the registered business trust, and any agreement, arrangement or any provision in the trust deed of the registered business trust that purports to confer such a right shall be of no effect, unless such right to fees or indemnification has been conferred on the trustee-manager by the trust deed of the registered business trust.
(3)
No contract or arrangement purporting to restrict or remove the entitlement of the trustee-manager of a registered business trust to be indemnified out of the trust property of the registered business trust as conferred on the trustee-manager by the trust deed of the registered business trust shall have any effect.
(4)
The trustee-manager of a registered business trust shall not have any power to borrow or raise money, to issue debentures of the registered business trust or to assume (whether by way of declaration of trust, transfer, novation, vesting or otherwise) obligations or liabilities for such borrowings or issuance of debentures of the registered business trust on behalf of the registered business trust, unless such power is provided in the trust deed of the registered business trust, and any agreement or arrangement that purports to confer such power shall have no effect.
(5)
The unitholders of a registered business trust shall not have a right to redeem their units in return for distributions of profits, income or other payments or returns from the trust property of the registered business trust, unless the trust deed of the registered business trust ––
confers such right; and
sets out procedures relating to the making and handling of redemption orders which are fair to all the unitholders of the registered business trust.
(6)
Any trustee-manager of a registered business trust which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof during which the offence continues after conviction.