Paragraph 22 Delegation of investment management.

(1)

The General Committee may appoint as the investment manager for the Society a person who they are satisfied after inquiry is a proper and competent person to act in that capacity and who is either—

(i)

an individual of repute with at least fifteen years' experience of investment management who is an authorised person within the meaning of the Financial Services Act 1986; or

(ii)

a company or firm of repute which is an authorised or exempted person within the meaning of that Act otherwise than by virtue of s.45(1)(j) of that Act.

(2)

The General Committee may delegate to an investment manager so appointed power at his discretion to buy and sell investments for the Society on behalf of the General Committee in accordance with the investment policy laid down by the General Committee. The General Committee may only do so on terms consistent with this clause.

(3)

Where the General Committee make any delegation under this clause they shall:—

(a)

inform the investment manager in writing of the extent of the Society’s investment powers;

(b)

lay down a detailed investment policy for the Society and immediately inform the investment manager in writing of it and of any changes to it;

(c)

ensure that the terms of the delegated authority are clearly set out in writing and notified to the investment manager;

(d)

ensure that they are kept informed of, and review on a regular basis, the performance of their investment portfolio managed by the investment manager and on the exercise by him of his delegated authority;

(e)

take all reasonable care to ensure that the investment manager complies with the terms of the delegated authority;

(f)

review the appointment at such intervals not exceeding 24 months as they think fit; and

(g)

pay such reasonable and proper remuneration to the investment manager and agree such proper terms as to notice and other matters as the General Committee shall decide and as are consistent with this clause provided that such remuneration may include commission fees and/or expenses earned by the investment manager if and only to the extent that such commission fees and/or expenses are disclosed to the General Committee.

(4)

Where the General Committee make any delegation under this clause they shall do so on the terms that:—

(a)

the investment manager shall comply with the terms of his delegated authority;

(b)

the investment manager shall not do anything which the General Committee do not have the power to do;

(c)

the General Committee may with reasonable notice revoke the delegation or vary any of its terms in a way which is consistent with the terms of this clause; and

(d)

the General Committee shall give directions to the investment manager as to the manner in which he is to report to them all sales and purchases of investments made on their behalf.

(5)

The General Committee may:—

(a)

make such arrangements as they think fit for any investments of the Society or income from those investments to be held by a corporate body which is incorporated in England or Wales (or has established a branch or a place of business in England or Wales) as the Society’s nominee; and

(b)

pay reasonable and proper remuneration to any corporate body acting as the General Committee’s nominee in pursuance of this clause.

Notes on Schedule APPENDIX

Footnotes

f1: 3 Will IV CAP IX.