Paragraph 11 Delegation to Investment Adviser.

(1)

Without prejudice to any other ofits powers, the Trustee may (subject to the provisions of this Scheme)delegate to the Investment Adviser, for such period and upon such otherterms as the Trustee thinks fit, power at the discretion of theInvestment Adviser to buy and sell investments on behalf of theTrustee.

(2)

Where the Trustee makes a delegation under sub-clause (1) above, itshall at that time and from time to time thereafter give to theInvestment Adviser clear instructions as to investment policy.

(3)

The Trustee shall secure that any delegation under sub-clause (1)above is for the time being subject to the followingprovisions:—

(a)

no power included in the delegation shall exceed or in any wayinfringe the powers of investment of the Trustee;

(b)

no power included in the delegation shall be exercisable except inaccordance with instructions as to investment policy given in advanceunder sub-clause (2) above;

(c)

the Trustee may, with or without notice, revoke the delegation oralter any of its terms notwithstanding that the period of the delegationhas not expired (but without prejudice to the validity of anything donebefore such a revocation or alteration);

(d)

the Investment Adviser shall, as soon as reasonably possible aftereach purchase or sale in exercise of a power included in the delegation,report that purchase or sale to the Trustee (but if so instructed shallinstead report to an Investment Committee constituted for the purposesof clause 12 below).

(4)

The Trustee shall review every delegation under sub-clause (1)above at such intervals (not exceeding, in the absence of specialreasons, 24 months from the last preceding review under this sub-clause)as the Trustee thinks fit.

(5)

The members of the Trustee shall be liable for the acts anddefaults of the Investment Adviser in exercise of any power delegatedunder sub-clause (1) above to the same extent and in the same manner asif they were the acts and defaults of the Trustee.

Notes on Schedule APPENDIX

Footnotes

f1: 1803 c. 104 (Local and Personal).
f2: 1819 c. 21 (Private).
f3: 1827 c. 31 (Private).
f4: 1839 c. 21 (Private).
f5: 1872 c.xlix.