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Baxi Partnership Limited Trusts Act 2000

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27THE TRUSTEES TO HAVE POWER TO AMEND THE CORE PROVISIONS OF THIS DEED IF NECESSARY OR DESIRABLE TO ACHIEVE THE INTENTIONS UNDERLYING THE ESTABLISHMENT OF THE TRUST

27.1Subject to the following provisions of this Clause 27, the Trustees shall have power at any time by deed to alter or add to all or any of the provisions of this Deed as they may consider necessary or desirable for the better implementation of the spirit and intendment of the Founder and other relevant individuals in causing the trust of which this Trust is the successor to be established by BPL on 3rd March 1983.

27.2Sub-clause 27.1 above does not give the Trustees any power to make any alteration or addition to any of the provisions of this Deed unless they are satisfied that—

(a)since the coming into force of the Baxi Partnership Limited Trusts Act 2000 or the date of any previous exercise of such power having had effect there has been a change in legislation or a social commercial or economic change;

(b)the effect of such change is of such significance that there is real and substantial cause to re-state all or any of the provisions of Clause 2 of this Deed and (or alternatively) to alter or add to all or any of the other provisions of this Deed (including those referred to in sub-clause 23.2 above) given the nature, extent and effects of the legislative, social, commercial or economic change (or any or all of them); and

(c)the proposed alteration or amendment fairly reflects such real and substantial cause.

27.3In arriving at a decision in accordance with sub-clause 27.2 above the Trustees shall have regard to—

(a)the main purpose of the Trust as set out in Clause 2 of this Deed as so set out at the date the Baxi Partnership Limited Trusts Act 2000 comes into force and as interpreted in the light of the legislative, social, commercial and economic environment at that date;

(b)such written or other permanent or semi-permanent record in any medium as is available of the spirit and intendment of the Founder and such others as are referred to in sub-clause 27.1 above; and

(c)such other evidence and information as they consider relevant (including during the lifetime of the Founder oral and written evidence and information from the Founder); and

shall ensure that a written minute of their decision is contemporaneously made which fairly summarises each of the matters to which they had regard and the reasons for their decision and which also records whether the decision was unanimous and if not the names of those of the Trustees who dissented and a summary of their reasons for dissenting and a copy of which is delivered to the approving authority appointed in accordance with sub-clause 27.6 below.

27.4No exercise of the power of alteration or addition given by this Clause 27 shall take effect unless and until it is approved—

(a)by instrument in writing executed by BPL as a Deed; and

(b)by the approving authority in writing.

27.5In reaching his decision whether or not to approve any such exercise the approving authority shall have regard to—

(a)each of the matters to which the Trustees had regard as disclosed in the copy minute delivered to him in accordance with sub-clause 27.3 above; and

(b)such other evidence and information (if any) as he considers relevant.

27.6The approving authority in relation to any exercise of the power given to the Trustees by sub-clause 27.1 above shall be—

(a)if he is willing to act, the Attorney General; or

(b)if the office of Attorney General no longer exists or if the holder of such office is unwilling or unable to act, such person of good professional standing and repute whose skills and experience qualify him to act quasi-judicially and who is appointed in relation thereto by (or by any person to whom the power to make appointments of such kind may for the time being have been delegated by)—

(i)the Attorney General; or

(ii)if the office of Attorney General no longer exists or if the holder of such office is unwilling or unable to make an appointment, a person chosen by the Trustees who is the holder for the time being of one of the offices of (or of an office which in the reasonable opinion of the Trustees is then equivalent to the office of) Chairman of the Bar Council or President of the Law Society or President of the Institute of Chartered Accountants in England and Wales.

27.7The Trustees shall have power to—

(a)pay all such fees and expenses as they think fit for or in connection with the appointment of a person as the approving authority or for or in connection with the discharge of the functions of the approving authority; and

(b)agree to such terms of appointment of the approving authority as they consider reasonable including (without prejudice to the generality of the foregoing) terms granting to the person appointed as approving authority—

(i)any exclusion from all or any liability of any kind whatsoever arising from or in connection with his appointment or the discharge of his functions as approving authority other than any liability flowing directly and exclusively from a wilful failure to perform or to exercise reasonable professional care and skill in the performance of any of his functions as approving authority and (or alternatively);

(ii)any indemnity against any such liability save as aforesaid.

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