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PROTOCOL NO. 7/2020

NOTARIAL DEED OF TRUST

Constituting the

POVERTY ERADICATION MOVEMENT FOUNDATION TRUST

KNOW ALL MEN WHOM IT MAY CONCERN:

THAT on the day of June 2020 (two thousand and twenty) before me
DOMINIC MUSENGI, Legal Practitioner and Notary Public, duly sworn and
admitted residing and practising in Harare, there personally came and
appeared
BRIDGET PRINCESS MUTENDI
I.D. 58-223299 T 23
(born 4th January 1984)
(hereinafter referred to as “the Founder” and a Trustee)
of 2 Lavanham Road, Bluffhill, Harare;
and/…
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and
FUNGAI MTISI
I.D 63-1169994 Q 77
(Born 7th October 1981)
(hereinafter referred to as “ a Trustee”)
of 1254 Sugarbush Avenue, Westgate, Harare;

and
SHEILA NYAKANYANGA
I.D. 63-1004873 L 04
(Born 9th June 1976)
(hereinafter referred to as “ a Trustee”)
of 111 Howard Avenue, Benoni Johannesburg, South Africa;

and
PRISCILLA CHINDITO
I.D 25-066618 Y 45
(Born ………………….)
(hereinafter referred to as “ a Trustee”)
of 2322 Lavernham Drive, New Bluffhill, Harare;

and
RUTH TENDAI MUTENDI
I.D. 22-188551 P 26
(Born 2 February 1980)
(hereinafter referred to as “ a Trustee”)
of 46 Eves Crescent, Ashdown Park, Harare;
(all hereinafter collectively referred to as "the Trustees")

AND THE SAID Appearers declared that:

WHEREAS The Founder is desirous of creating a Charitable Trust for the purposes
of uplifting, empowering or otherwise helping disadvantaged, under-privileged or
marginalized members of the society, especially women, throughout Zimbabwe, and
for the furtherance of the charitable objects hereafter referred to by making an
initial donation ;

AND WHEREAS The Trustees have agreed to accept the said donation and to
accept appointment as Trustees of the Trust upon all the terms and conditions of
this Deed.

AND ACCORDINGLY THE APPEARERS FURTHER DECLARE THAT THIS DEED

WITNESSETH THE FOLLOWING:

1. FORMATION OF TRUST

A Trust with the purpose and objects herein set out is hereby founded and
established.

2. NAME OF TRUST

The name of the Charitable Trust hereby constituted shall be POVERTY

ERADICATION MOVEMENT FOUNDATION TRUST (hereinafter referred to
as “The Foundation").
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3. NATURE OF THE TRUST

3.1. The Poverty Eradication Movement Foundation shall have perpetual

succession unaffected by changes in its Trustees, and shall be
capable of owning property and incurring liabilities in its own name,
and of suing and being sued in a Court of Law.

3.2. The Foundation shall, in relation to its property and affairs for the
purposes of carrying out its objects or performing any acts incidental
thereto, have all the rights, powers and privileges which it would have
possessed had it been a private individual of full legal capacity, except
as limited by law, and, for the purpose of greater clarity the
Foundation is hereby declared to be a universitas personarum.

3.3. The Foundation shall be a non-profit-making charitable body.

4. HEADQUARTERS

The headquarters of the Foundation shall be situated in Harare, Zimbabwe

at a place chosen by the Trustee. The address of the offices of the
Foundation on inception is 1254 Sugarbush Avenue, Westgate, Harare.

5. DEFINITIONS

5.1. In this deed (and in addition to other definitions made elsewhere in

this deed) the following expressions shall, when the context admits
have the meanings respectively assigned to them as follows:

5.2. "Further donations" shall mean and shall include all contributions by
way of donations, gifts or grants whether of money or of any other
property movable or immovable, donated by any person or persons
(including the Founder) to and accepted by the Trustees for the
purpose of the Trust at any time or times after the establishment of
the trust.

5.3. "Donor" shall at any particular date, mean and include any person or
persons, body or institutions which at any time hereafter, shall give
further donations to the Trust.

5.4. "The Trust Fund" shall mean and shall include all donations to the
Trust and all the income and accruals arising there from and all
investments from time to time representing the same and including
any accretions thereto and accumulation of income thereof and which
are or should be held by the Trustees on behalf of the Trust in terms
hereof.

5.5. "Charitable purposes" shall mean such objects as may be permitted to

by the objects of the Trust, and shall include, without derogating from
the generality of the aforegoing, the objects set out in the immediately
subsequent paragraph hereof.

5.6. "The Trustees" shall mean and include not only the Trustees who are
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parties to this deed but also all persons subsequently appointed to

the office, accepting and holding office for the time being as a Trustee
of the Trust.

6. OBJECTS OF THE TRUST

The objects of the Trust shall be to:

6.1 eradicate or alleviate poverty, uplift or empower, economically or

otherwise, communities and individuals, especially women, under
any kind of suffering.
6.2 source and donate food, clean water, clothing, blankets, shelter,
school fees educational materials and other necessary provisions
to victims of natural or other disasters throughout Zimbabwe.
6.3 empower disadvantaged groups through training and
conscientisation.
6.4 mitigate the socio-economic impact of natural or other disasters
on communities in Zimbabwe through inter alia sourcing and
providing relief aid.
6.5 empower the disabled by provision of required equipment and
aids.
6.6 be involved in supporting and sponsoring education in full or in
part up to University or tertiary level particularly for the
marginalised or disadvantaged but gifted children and youths.
6.7 promote self help or income generating and sustainable projects
in disadvantaged communities.
6.8 develop and facilitate growth for community empowerment
through the provision of resources, skills and initiatives.
6.9 carry out any one or more of the above objects either alone or in
conjunction or association with or as agents of any other
charitable or other body or for or in conjunction with the
Government;
7. APPLICATION OF FUNDS

7.1. The Founder irrevocably donates the sum of Z$10,000.00 which shall
constitute the initial Trust Fund, with more to be provided later, by
her and the other Founding Trustees.

7.2. Subject as hereinafter provided, the Trustees shall pay and apply the
income of the trust for the following purposes and for no other
purposes whatsoever except as may be authorised by the Trustees:

(a) to or for or towards such of the charitable purposes of the trust

and in the exercise of such of the powers of the trust and in such
manner and such time or times and in such amounts as the
Trustees may from time to time in their absolute discretion decide.

(b) to or towards the costs and expenses of the administration and

management of the affairs of the trust and of its funds in such
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manner (including the expenses, costs and fees relating to the

preparation and completion and implementation of this deed and
of the establishment of the trust).

7.3. The trustees may from time to time if they shall so think fit in their
absolute discretion pay or apply any part or parts of the capital of the
trust fund in any manner in which they are authorised to pay or
apply their income thereof.

8. POWERS OF THE TRUST

The Trust shall have the powers to:

8.1. retain any property movable or immovable, or any investment from

time to time comprising any part or parts of the trust's property, in its
existing state or condition for so long as the trustees may think fit,
with power at any time at the discretion of the trustees to sell, cede or
transfer, donate or otherwise dispose of the same or any part thereof;

8.2. invest the funds of the Trust and the net proceeds of any such sale or
disposal and any other capital monies (including accumulated
income) forming part of the funds or property of the Trust in the
purchase or lease or acquisition of or of any interest in and to take
transfer of or to acquire title to such stock, funds, shares or securities
in or of any company or body of any kind or of or to or in any property
movable or immovable of whatsoever nature and wheresoever situate,
and whether involving liability or not and whether producing income
or not and whether involving the repair and maintenance of any such
property or not; and/or upon any loan to any company body or
person and whether unsecured or secured and with or without
interest and including upon the security of a bond of hypothecation,
pledge or cession of such (or other) property, movable or immovable,
as aforesaid; and/or in the provisions of funds in and for the
promotion and/or the formation of any company, body or institution
for the purpose of starting, developing, operating or providing any
kind of manufacture or business or service or development project
which the Trustees in their absolute discretion consider may be
beneficial pursuant to the objects of the trust and to sell, let, pass
transfer of or bond or hypothecate over and pledge, cede or assign or
otherwise dispose of any such stocks, funds, shares, securities of
property movable or immovable as aforesaid; and in every such case
as the Trustees in their absolute discretion may think fit, and with
intention that the Trust shall have the same full and unrestricted
powers of acquiring and investing in property and of disposing of the
same as if it were a person of full age and under no legal or natural
incapacity whatsoever.

8.3. hold, acquire, dispose of and exchange (so far as it may by law be
permitted) the currency of any country of the world as part of the
funds of the trust.
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8.4. accumulate any income not immediately required for the purposes of
the trust and to invest the same and to apply the same from time to
time as if the same were the income of the trust arising in the year in
which such application is made or as if the same were part of the
capital of the trust as the Trustees may from time to time decide.

8.5. borrow money on the security of the Trust's funds or any part or parts
thereof or of any of the property movable or immovable forming part of
the property of the Trust and for such purposes to pass any Deeds of
Hypothecation or bonds over the same or to make any pledges thereof
or to cede the same by way of security in order to secure any such
loan as aforesaid; and in each case upon such interest and upon such
terms and conditions as the Trustees may in their discretion agree;
and to pay or apply the money so raised in any manner in which
monies form part of the capital of the trust's monies may be paid or
applied;

8.6. lend money with or without security to any institution or body or

person for any purpose for which the trust is authorised to donate
money and upon such terms as the Trustees may decide;
8.7. sue or be sued and to appear by proper representation under the
name of the Trust in any Court of Law or before any Tribunal of any
kind in any place and to join in and bind itself to any submission to
arbitration under the laws of Zimbabwe.

8.8. organise, advertise and pay for the expenses of any appeal for
contributions to the trust's funds; but always subject to such
procedures being followed and authorities being obtained as may be
prescribed by law.

8.9. accept or refuse to accept further donations in the absolute discretion

for the Trustees

8.10. appoint to the office of secretary of the Trust for any period and in any
manner and upon such terms as the Trustees shall decide either one
of the Trustees or any other person whomsoever and likewise to
dismiss any such trustee or other person from the office of the
secretary of the trust.

8.11. appoint and employ on proper and reasonable remuneration and to

dismiss one or more administrators, secretaries, officers, clerks
and/or other agents for the purposes of the administration of the
trust and /or any of the charitable purposes of the trust, or to carry
out any duty of whatsoever nature required to be done in pursuance
of the objects herein before declared; and the Trustees shall not be
responsible for the defaults of such administrators, secretaries,
offices, clerks or other agents or servants or for any loss occasioned
by their employment.

8.12. open and maintain such type of account or accounts at such bank or
banks or financial institutions as the Trustee shall from time to time
decide and to pay monies forming part of the Trust's funds to the
credit of any such account or accounts or place the same upon
deposit therein and to draw upon such monies or accounts and to
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close the same as the Trustees decide.

8.13. apply to any Governmental or other authority for such licences or

permits as the Trustees may consider to be necessary or expedient
and from time to time.

8.14. conduct or carry on any trade or business either on its own account
or in conjunction with or on behalf of or as agent of any other person,
body, association or company but only for the objects set out herein.

8.15. acquire by purchase, exchange or otherwise any freehold or leasehold

land and premises to be used or occupied wholly or partly for the
purposes of the Trust; and to erect, repair, decorate, alter, extend,
furnish and equip any buildings used or occupied or intended to be
used or occupied for such purposes; all such property (movable or
immovable ) to form part of the Trust Fund and to be subject to the
Trusts of this Deed; Provided that if for any reason the whole or any
part of such land and premises or furniture, furnishings or equipment
from time to time used or occupied for such purposes should in the
opinion of the Trustees become unsuitable or not required for the
purposes of the Trust then the Trust may sell, exchange or let the
same upon such terms as the Trustees think fit; and to apply the net
proceeds of sale thereof in the like acquisition of other land and
premises furniture furnishings and equipment to be used or occupied
for such purposes and to erect repair decorate alter extend furnish or
equip the same as aforesaid; and the net proceeds of such sale,
disposal, letting or exchange not so required shall form part of the
Trust Fund.

8.16. incorporate the Trust as a Company or register as a Private Voluntary

or as any other form of corporate body having the same objects and
powers as the Trust and the like provisions as to its administration
and as to the powers and duties of its governing officers as are herein
provided for or in respect of the Trustees.

9. EXERCISE OF OBJECTS AND POWERS OF THE TRUST

9.1. The Trustees undertake and agree that they will and they shall carry
out the objects of the Trust in such manner and to such extent as
they shall in their absolute discretion from time to time desire, but
subject always to the provisions of this Deed.

9.2. All the powers of the Trust shall be exercised on behalf of and in the
name of the Trust by the trustees, in such manner and to such extent
as the Trustees shall in their absolute discretion decide; but subject
to the provisions of this Deed.

9.3. All the property movable or immovable of whatsoever nature at any

time constituting or forming part of the property of the trust shall be
vested in the Trust's own name.
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10.APPOINTMENT OF TRUSTEES AND ACCEPTANCE OF TRUST

10.1. The Trust shall be managed, administered and controlled by Trustees

who shall be referred to as the Board of Trustees. The first trustees of
the Trust shall be the Trustees who are parties to this deed, namely
Bridget Princess Mutendi, Fungai Mtisi, Sheila Nyakanyanga, Priscilla
Chindito and Ruth Tendai Mutendi who shall be referred to as the
Founding Trustees.

10.2. Each of the said Trustees hereby declares that they accept office as a
Trustee upon all the terms and conditions of this Deed.

10.3. There shall at all times be no fewer than two and no more than seven
Trustees acting at any time under this Deed.

10.4. A majority of Trustees at any time holding office as such shall be

residents of Zimbabwe.

10.5. The Founder shall be the first Chairperson of the Trust.

10.6. The Chairperson of the Board of Trustees shall remain in office for a
period of thirty six (36) months and thereafter be replaced by another
Founding Trustee chosen by a majority of the Founding Trustees for a
similar term, unless the same Trustees resolve, by majority, to extend
her term, subject to Clause 10.8 hereunder.

10.7. Other members of the Board of Trustees shall be appointed by the

Founding Trustees by unanimous decision to office for a period of five
years and shall be eligible for re-appointment. In the event of death of
the Founding Trustees, the remaining Trustee(s) can appoint
additional Trustees.

10.8. If a Trustee:

10.8.1. resigns office by notice in writing addressed to the chairperson

of the Trust or any of the other Trustees; or

10.8.2. becomes of unsound mind, insolvent, or is in any other way

incapable of managing his or her own affairs or is or becomes
under legal disability affecting his or her legal capacity, he/she is
removed by any competent court for misconduct from any office of
trust.

10.8.3. Immediately a vacancy in the office of trustee occurs and if there

the number of trustees is reduced below the prescribed minimum,
the Trustees or the remaining Trustee to shall fill such vacancy.

10.9. The Trustees may by Special Resolution at any time remove any
Trustee from Office, provided that a Founding Trustee’s removal shall
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require the written resolution of all remaining Founding Trustees.

11.MEETING OF TRUSTEES

11.1. The Trustees shall meet as often as they decide, at any place of their
choice, provided that a meeting must be held at least once per year.

11.2. Subject thereto, and to the subsequent provisions of this Deed, the
Trustees may meet together for the despatch of business, adjourn and
otherwise regulate their meeting as they may think fit.

11.3. Any Trustee or the Chairperson may at any time convene a meeting of
the Trustees.

11.4. Notice of every meeting shall be delivered by hand or sent by prepaid

telegram, or by electronic mail or by telex or by ordinary post to the
notified address of each trustee in sufficient time to ensure that the
same is delivered in the normal course of post not less than seven
clear days before the date of the meeting; provided nevertheless that
the accidental commission not involving bad faith to send any notice
or any unexpected and unanticipated postal telecommunications
delay shall not invalidate the proceedings of any meeting.

11.5. Every notice of meeting shall state the place, day and time of the
meeting, and the nature of the business to be transacted thereat.

11.6. An ordinary or a special resolution signed by all the Trustees for the
time being shall be as valid and effectual as if passed at a meeting of
the trustees duly convened and held.

11.7. The Trustees shall cause proper minutes to be kept and entered in a
book provided for the purpose of all their resolution and proceedings;
and any copy or extract or any such minutes signed by the chairman
of such meeting or by the chairman of the next succeeding meeting
and also by the secretary or by one other Trustee shall be sufficient
evidence of the matters stated in such minute for the purpose of all
dealings or transactions or agreement between this Trust and any
third party.

11.8. Trustees may be paid such retainer or sitting allowances as the Board
may decide, provided that such payments shall not be unduly
burdensome on the Trust.

12.QUORUM’S

A quorum shall be formed by at least two of the Trustees.

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13.RESOLUTION AND VOTES

13.1. Each Trustee shall have one vote only and voting shall be by a show
of hands unless a poll is demanded by not less than two Trustees.

13.2. An ordinary resolution of the Trustees shall be by vote in favour by

majority of those Trustees present and voting at a properly
constituted meeting of Trustees. Any resolution proposed and which
fails to receive in its favour a majority of the votes of those Trustees
present and voting shall not be a resolution of the Trustees; and any
resolution on which there is an equality of votes for and against shall
be deemed not to have been passed by the Trustees;

13.3. A special resolution of Trustees shall be one which is stated to be a

special resolution and has received the vote in favour of it and/or
written consent to it of a least two thirds majority of trustees for the
time being holding office as such.

13.4. Any Trustee who is a member of any profession (for example an

accountant or legal Practitioner or Conveyancer) may charge the Trust
and be paid for any work done or time spent by him or by any firm of
which he is a member as a Trustee or on behalf of or on the
instructions of the Trustees notwithstanding that such act could have
been done or time spent by a person who is not a member of such
profession, and provided that such fee is approved in advance by a
majority of the disinterested Trustees.

13.5. The Trust shall reimburse a Trustee for any out of pocket expenses
which were reasonably incurred with the consent and approval of the
Trustees in connection with the affairs of the trust.

14.CHAIRPERSON

14.1. In the event of the Founder ceasing to chair the Trust for any of the
reasons given in Clause 10.8 hereinbefore, the Trustees may appoint
any one of the Trustees as Chairperson of the Trust; and may
determine the period for which he/she is to hold office as Chairperson
and may remove him/her from such office without removing him/her
from his/her office as Trustee. A Chairperson shall cease to hold office
as such upon his/her ceasing for any reason to be a Trustee.

14.2. If at any meeting of Trustees the Chairperson is not present within

thirty minutes of the time appointed for the holding of the same, or if
no Chairperson has been appointed, then the Trustees present (if they
be a quorum) may choose one of their number to be the Chairperson
of the meeting.
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14.3. The Chairperson of the Trust shall have an additional or casting vote.

15.EXECUTIVE DIRECTOR

15.1. Funds permitting, the Trustees may appoint an Executive Director in

terms of this Deed upon such terms and conditions as they may from
time to time think fit and may exercise the power of dismissal over
such Executive Director.

15.2. Subject to any directions which the Trustees may from time to time
resolve, the Executive Director shall be responsible for the day to day
management of the affairs of the trust and its property and monies.

15.3. The Executive Director shall make a report to the Trustees either at a
meeting or in writing to all the Trustees dealing with all matters
relating to the administration and management of the affairs of the
trust and its property and monies since the previous meeting or
during the preceding three months (whichever period shall be the
shorter) and if such report shall be made to a meeting then a copy
thereof shall be circulated to such trustees as were not at the meeting.

15.4. The Trustees shall determine and authorise the payment to such
Executive Director of proper and reasonable remuneration and the
reimbursement of reasonable expenses for the services rendered
and/or time spent by him/her in such office.

15.5. The Trustees may in writing authorise the Executive Director to

employ on behalf of the Trust such staff for such purposes and at
such remuneration and upon such terms as the Trustees may from
time to time approve or may authorise the Executive Director to
approve.

15.6. Such Executive Director maybe a Founding Trustee, but need not be.

16.RESIGNATION AND REMOVAL OF TRUSTEES

16.1. A Trustee may resign by notice in writing to the Chairman or to his

fellow Trustees and such retirement shall be recorded in the Trustees'
Minute Book and such record shall be conclusive evidence of his
resignation.

16.2. A Trustee may be removed as provided for under Clause 10.8 herein.

17.FINANCE

17.1. The Trustees may delegate to such authorised signatory or signatories

as they may from time to time think fit (including one of their number)
any or all of their duties relating to banking or financial institutions
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and accounts pertaining thereto and upon such terms as they may
decide; provided that no withdrawal of funds from any account may
be authorised, nor any debit be authorised or any cheque be issued
for any amount unless the authority for such withdrawal or debit or
the cheque concerned were authorised or signed by any two of such
authorised signatories provided that one of such two authorised
signatories shall be a Trustee; and the Trustees may from time to time
and in writing change the persons to whom such delegations of
authorised signatories may have made.

17.2. The Trustees shall cause full accounts to be kept of the Trust's funds
and all income arising therefrom and all dealings therewith and of all
payments made thereof; and at least once in each year the Trustees
shall cause to be prepared a statement of account and balance sheet
for the preceding year.

17.3. The Trustees may appoint an auditor and may pay such fees as may
be decided by the Trustees for the auditing of the accounts and
balance sheet each year; and shall cause the said statement of
account and balance sheet to be audited each year by the said
auditor.

17.4. The Trustees may cause a copy of the said statement of accounts and
balance sheet together with any report the auditor may have made
thereon to be supplied to any Founder (as hereinbefore defined) who
requests the same in writing and shall also supply a copy to such
other person or authorities as are entitled to demand the same under
any law for the time being in force.

17.5. The Trustees may out of the income or capital of the trust's funds
defray and reimburse all the expenses of administering and managing
the affairs of the trust and its monies and property as they may in
their discretion from time to time decide.

18.DELEGATION OF DUTIES BY THE TRUSTEES

18.1. The Trustees may at any time and from time to time by resolution
authorise (and amend, add to or revoke such authorization) that the
whole or any part or parts of the Trust's funds should be held in the
names of any two or more persons (including two or more of
themselves) or in the name of the Trust or in the name of any
Company or of any individuals as nominee or nominees on behalf of
the Trustees of the Trust or of the Trust.

18.2. The Trustees may employ and dismiss and may authorise the
Executive Director to do the same, one or more administrators,
secretaries, officers, clerks and/or other employees or agents of the
Trust either for the general management of the affairs of the business
of the Trust or to carry out any specific duty or duties of whatsoever
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nature required to be done in pursuance of the objects of and in the

course of the administration of the management of the Trust and may
delegate (and revoke such delegation) to any such appointed servant
or agent any of the powers of the Trustees as they may from time to
time decide and in every case upon such terms and conditions as the
Trustees may from time to time decide;

18.3. The Trustees may from time to time by special resolution make,
amend and revoke regulations providing for the appointment of a sub-
committee or committees consisting of such person or persons as
shall therein be named or specified and who need not be Trustees of
the trust and any such resolutions may delegate to such sub-
committee or committees such of the powers and duties of the
Trustees and upon such terms and conditions in all respects as the
Trustees shall in their absolute discretion specify.

19.INDEMNITIES

19.1. The Trustees shall not be responsible for any loss or damage suffered
to or by the Trust by reason of or resulting from any delegation of
authority or powers made in good faith by the Trustees; nor shall any
Trustee or Trustees be responsible for any such loss or damage
caused by or resulting from any delegation of authority under
authority of any resolution of the Trustees; nor shall the Trustees or
any Trustee be responsible for any loss or damage suffered by the
Trust by reason of the employment of any such servant or agent as
aforesaid.

19.2. The Trustees shall not incur any liability for doing or failing to do any
act or thing which, by reason of any provision of any present or future
law or of any regulation made pursuant thereto, or of any decree,
order or judgment of any Court, or by reason of any request,
announcement or similar action which may be taken or made by any
person or body acting with or purporting to exercise the authority of
any Government (and whether legally or otherwise), by reason of
which any of the Trustees shall be or appear to be directed or
requested to do or perform or to forebear from doing or performing
such act or thing.

19.3. Any indemnity expressly given to any Trustee in this Deed is in

addition to and without prejudice to any indemnity allowed by law.

19.4. The Trustees shall not be responsible for any misconduct, mistake,
oversight, error of judgement, forgetfulness or want of prudence on
the part of the Trustees or any of them or any attorney, banker, agent
or other person acting hereunder as agent or adviser of the Trustees.

19.5. The trustees shall not be under any obligation to appear in person or
to defend any action or suit in respect of any of the provisions hereof
in respect of the property of the Trust or any part thereof and which
in their opinion would or might involve them or any of them in
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personal expenses or liability unless the Trustees have resolved that

the Trust shall defray and reimburse such personal expenses and
liabilities in connection therewith out of the Trust's monies or
property.

19.6. The Trustees and each of them shall at all times be kept indemnified,
safe and harmless from any claims demands or liabilities whatsoever
arising from or out of anything done in good faith by them in or about
the performance of their duties in respect of the trusts and the powers
herein declared.

20.BY-LAWS

The Trustees may from time to time by special resolution approve, revoke
and amend rules and by-laws and/or regulations for the management and
efficient administration of the Trust and its monies and property; provided
that if there be any conflict between such resolution or by-laws and the
provisions of this deed then such by-laws or resolutions shall to that extent
be invalid.

21.MEETINGS OF DONORS AND PROJECT PARTICIPANTS

21.1. All Donors and participants of the Trust's projects shall be entitled to
attend a meeting of the Trust's Donors at such time, date and place
and upon such reasonable notice as the Trustees shall decide.

21.2. At any such meeting the Trustees shall report to the Donors and
project participants on the affairs of the Trust and the Donors present
shall be entitled to ask questions relating to the Trust and to make
recommendations or comments thereon.

21.3. Any Donor or project participant may at any time make

recommendations in writing to the Trustees who shall seriously
consider the same and reply thereto within a reasonable period.

22.AMENDMENTS TO THIS DEED

The Trustees shall have power at any time by special resolution to amend or
add to the provisions of this deed provided that no such amendment or
deletion shall affect the general charitable objects hereby agreed and
declared.

23.DISSOLUTION

In the event of the liquidation, dissolution, termination or winding up of the

Trust, whether voluntarily, involuntarily or by operation of law, all property
and funds remaining after the payment of all debts of the Trust shall be
distributed to or among such educational, scientific or charitable
organisations, institutions, funds, foundations or trusts, having objects
wholly or in part similar to the objects (or some of the objects) of the Trust,
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and in such amounts or proportions as may be decided by the Trustees,

subject to such approval or approvals as may be required by law.

24.HEADINGS

The headings to the paragraphs in this deed are inserted for convenience
only and are not to be used in the construing or interpreting of this deed.

THUS DONE AND EXECUTED By the said APPEARERS at the place and on the
day first abovementioned in the presence of the subscribing witnesses:

AS WITNESSES:
1. .......................................... ……………………………………………
BRIDGET PRINCESS MUTENDI
(as Founder & Trustee)
2. ...........................................

AS WITNESSES:
1. .......................................... …………………………………………..
FUNGAI MTISI
(as Trustee)
2. ...........................................

AS WITNESSES:
1. .......................................... …………………………………………..
SHEILA NYAKANYANGA
(as Trustee)
2. ...........................................

AS WITNESSES:
1. .......................................... …………………………………………..
PRISCILLA CHINDITO
(as Trustee)
2. ...........................................

AS WITNESSES:
1. .......................................... …………………………………………..
RUTH TENDAI MUTENDI
(as Trustee)
2. ...........................................

Quod Attestor:-

………………………………
NOTARY PUBLIC