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22.2

Whenever there is more than one Trustee and the Trustees in the exercise of any power, authority or discretion conferred upon them need to make any contract or agreement, it will be sufficient (and regardless of whether the Trustees are incorporated as a board under the Charitable Trusts Act 1957) for:

(a)

that contract or agreement (which if made between private persons would by law be required to be in writing signed by the parties to be charged with it) to be made on behalf of the Trustees in writing signed by any Trustee who is acting under the express or implied authority of the Trustees; and

(b)

that contract or agreement (which if made between private persons would by law be valid although made orally and not in writing) to be made on behalf of the Trustees by any Trustee who is acting under the express or implied authority of the Trustees.

23

LIMITATION OF LIABILITY AND INDEMNITY

23.1

No Trustee is liable for the consequence of any act or omission or for any loss unless the consequence or loss is attributable to his or her dishonesty, or to the wilful commission by him or her of any act known by him or her to be a breach of trust, or to the wilful omission by him or her of any act when the omission is known by him or her to be a breach of trust.

23.2

No Trustee is bound to take any proceedings against a co-Trustee for any breach or alleged breach of trust by the co-Trustee.

23.3

The Trustees are not liable for any loss or cost to the Trust by any breaches of trust or defaults of any attorney, delegate, manager, agent or employee appointed or engaged or employed by them, despite any rule of law or equity to the contrary.

23.4

Each Trustee is fully indemnified by and out of the Trust Fund (whether from the capital or the income of the Trust Fund) for any loss or liability which he or she incurs in the carrying out or omission of any function, duty or power of the Trustees under this deed and in respect of any outlay or expenses incurred by him or her in the management and administration of the Trust, unless the loss or liability is attributable to his or her dishonesty, or to the willful commission by him or her of any act known by him or her to be a breach of trust, or to the willful omission by him or her of any act when the omission is known by him or her to be a breach of trust. The indemnity given by this clause extends to any loss or liability which a person after ceasing to be a Trustee incurs through the carrying out of any function, duty or power of the Trustees whether the carrying out took place before, during, or after the period in which the person was a Trustee.

24

RECORDS, ACCOUNTS AND AUDIT

24.1

The Trustees must ensure that written minutes of the proceedings of the Trust and committees of the Trust, and financial records are kept.

24.2

The financial records must present the Trust's receipts, credits, payments, liabilities and all other matters necessary or appropriate in a way that shows the true state and condition of the financial affairs of the Trust.

24.3

The annual accounts of the Trust must be prepared by a chartered accountant appointed by the Trustees.