Clause 9

Any provision (whether in the trust deed of a registered business trust, in any contract entered into by the trustee‑manager of a registered business trust or its officer or whenever and however arising) that purports to exempt an officer of the trustee‑manager (to any extent) from any liability that would otherwise attach to the officer in connection with any negligence, default, breach of duty or breach of trust in relation to the registered business trust is void.(2) Any provision (whether in the trust deed of a registered business trust, in any contract entered into by the trustee‑manager of a registered business trust or its officer or whenever and however arising) by which the trustee‑manager directly or indirectly provides an indemnity (to any extent) for an officer of the trustee‑manager against any liability attaching to him or her in connection with any negligence, default, breach of duty or breach of trust in relation to the registered business trust is void, except as permitted by subsection (3) or section 27A.(3) Subsection (2) does not prevent the trustee‑manager of a registered business trust from purchasing and maintaining for an officer of the trustee‑manager insurance against any liability mentioned in that subsection.Third party indemnity27A.—

Section 27(2) does not apply where the provision for indemnity is against liability incurred by the officer to a person other than the trustee‑manager in its capacity as trustee‑manager of the registered business trust, except when the indemnity is against —

any liability of the officer to pay —

a fine in criminal proceedings; or

a sum payable to a regulatory authority by way of a penalty in respect of non‑compliance with any requirement of a regulatory nature (however arising); or

any liability incurred by the officer —

in defending criminal proceedings in which he or she is convicted;

in defending civil proceedings brought by the trustee‑manager of the registered business trust or a related corporation of the trustee‑manager in which judgment is given against him or her; or

in connection with an application for relief under section 105 in which the court refuses to grant him or her relief.(2) The references in subsection (1)(b) to a conviction, judgment or refusal of relief are references to the final decision in the proceedings.(3) For the purposes of subsection (2) —

a conviction, judgment or refusal of relief becomes final —

if it is not appealed against — at the end of the period for bringing an appeal; or

if it is appealed against — at the time when the appeal (or any further appeal) is disposed of; and

an appeal (or further appeal) is disposed of —

if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or

if it is abandoned or otherwise ceases to have effect.Exception for expenditure on defending proceedings, etc.27B.—

Despite sections 162 and 163 of the Companies Act 1967, and if it is done on the terms provided in subsection (2), a trustee‑manager of a registered business trust may —

provide a director of the trustee‑manager with funds by way of any loan to meet expenditure incurred or to be incurred by the director —

in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him or her in relation to the registered business trust; or

in connection with an application for relief under section 105; or

enable any such director to avoid incurring such expenditure.(2) The terms mentioned in subsection (1) are —

that the loan is to be repaid, or (as the case may be) any liability of the registered business trust incurred under any transaction connected with the thing done is to be discharged, in the event of —

the director being convicted in the proceedings;

judgment being given against him or her in the proceedings; or

the court refusing to grant him or her relief on the application; and

that the loan is to be repaid or discharged not later than 14 days after —

the date when the conviction becomes final;

the date when the judgment becomes final; or

the date when the refusal of relief becomes final.(3) For the purposes of this section —

a conviction, judgment or refusal of relief becomes final —

if it is not appealed against — at the end of the period for bringing an appeal; or

if it is appealed against — when the appeal (or any further appeal) is disposed of;

an appeal or further appeal is disposed of —

if it is determined and there is no right of further appeal, or if there is a right of further appeal, the period for bringing any further appeal has ended; or

if it is abandoned or otherwise ceases to have effect; and (c)a reference to the repayment of a loan includes the payment of any interest which is chargeable under the terms on which the loan was given.Exception for expenditure in connection with regulatory action or investigation27C. Section 27 of this Act and sections 162, 163 and 172 of the Companies Act 1967 do not apply to anything done by a trustee‑manager of a registered business trust —

to provide a director of the trustee‑manager of a registered business trust with funds by way of any loan to meet expenditure incurred or to be incurred by the director in defending himself or herself —

in an investigation by a regulatory authority; or

against any action proposed to be taken by a regulatory authority,in connection with any alleged negligence, default, breach of duty or breach of trust by the director in relation to the registered business trust; or

to enable any such director to avoid incurring such expenditure.”.