CHARITABLE TRUST DEED

THIS DECLARATION OF TRUST is made 23 January 1998 by the First Trustees whose names and addresses are set out in the Schedule to this Deed

WITNESSES AS FOLLOWS

INTRODUCTION

1.1 The First Trustees hold ten pounds (£10) on the trusts declared in this Deed ("the Trust")

1.2 Further money or property may be paid or transferred to the Trustees for the Trust

1.3 This Trust is declared for the purpose of taking over the whole undertaking of The Royal Navy Submarine Museum for the purpose of ensuring compatibility with the rules established by Parliament for auditing accounts for Non Departmental Public Bodies

2. NAME & OBJECTS

2.1 The name of the Trust is The Royal Navy Submarine Museum (or any other name chosen

by resolution of the Trustees)

2.2. The objects of the Trust are:

For the benefit of the public and for purposes of educating the public in naval and social history and other matters relating to the defence of the realm and in particular but without prejudice to the generality of the foregoing:

2.2.1 to maintain and manage a public museum and library of all aspects of submarine endeavour

2.2.2 to preserve promote and assist in the display. and understanding and education of the public of the Submarine Collection and all other property objects artefacts and others having relevance to the history of the submarine service of the Royal Navy forming the contents of the museum from time to time

2.2.3 to uphold the traditions of the submarine service of the Royal Navy; to perpetuate and commemorate its deeds; to honour and preserve the memory of those who have participated in the service; and to act as keeper of the regimental heritage of the service

2.2.4 to relieve distress or need amongst past and present members of all ranks of the submarine branch of the Royal Navy and their dependants

Reference to the submarine service of the Royal Navy includes any successor branch or organisation or activity of the Royal Navy in or in connection with or involving submarines

2.3 The Trustees must use the income and may use the capital of the Trust in promoting the Objects

3. POWERS The Trustees have the following powers, which may be exercised only in promoting the Objects:

3.1 To charge fees for admission to the Museum and the provision of information and

other services

3.2 To promote or carry out research

3.3 To' provide advice

3.4 To publish or distribute information

3.5 To co operate with other bodies

3.6 To support, administer or set up other charities

3.7 To raise funds (but not by means of taxable trading)

3.8 To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993)

3.9 To acquire or hire property of any kind

3.10 To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993)

3.11 To make grants or loans of money and to give guarantees

3.12 To set aside funds for special purposes or as reserves against future expenditure

3.13 To deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification)

3.14 To delegate the management of investments to a financial expert but only on terms that:

3.14.1 the investment policy is recorded in writing for the financial expert by the Trustees

3.14.2 every transaction is reported promptly to the Trustees

3.14.3 the performance of the investments is reviewed regularly with the Trustees

3.14.4 the Trustees are entitled to cancel the delegation arrangement at any time

3.14.5 the investment policy and the delegation arrangement are reviewed at least once a year

3.14.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt

3.14.7 the financial expert must not do anything outside the powers of the Trustees

3.15 To insure the property of the Trust against any foreseeable risk and take out other insurance policies to protect the Trust when required

3.16 To insure the Trustees against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty)

3.17 To pay reasonable fees to any nominee or holding trustee

3.18 Subject to clauses 6.2 and 6.3 to employ paid or unpaid agents, staff or advisers

3.19 To enter into contracts to provide services to or on behalf of other bodies

3.20 To pay the costs of forming the Trust

3.21 To do anything else within the law which promotes or helps to promote the

Objects

4. THE TRUSTEES

4.1 The Trustees as the charity trustees have control of the Trust and its property and funds. They are responsible for ensuring that the Trust is administered in accordance with the law applicable to charities and to the Museum as a Non Departmental Public Body including (but not limited to) rules issued from time to time by H M Treasury for the administration of public funds.

4.2 The minimum number of Trustees shall be three.

4.3 FOSM shall be appointed as ex officio Trustee and Vice Chairman by resolution of Trustees, subject to his written consent, and shall remain a Trustee until the termination of his appointment in such office in the Royal Navy.

4.4 The Trustees shall appoint the following additional persons as Trustees such appointments to be for a period of no more than five years:

4.4.1 a retired Senior Officer of the Submarine Service of the Royal Navy preferably of Flag Rank who shall be Chairman.

4.4.2 an Officer of Gosport Borough Council

4.4.3 a nominee of the Submarine Old Comrades Association; and

4.4.4 between five and eight (or such other number as the Trustees may

from time to time decide) other persons

4.5 Subject to Clause 4.6 any Trustee, appointed under the provisions of Clause 4.4 who shall retire by reason of the, expiry of his current period of office and is competent to act shall be eligible for reappointment in accordance with Clause 4.4.

4.6 No person may be appointed as a Trustee

4.6.1 unless he has attained the age of 18 years

4.6.2 for a period during which he shall have attained the age of 75 years or more

4.6.3 in circumstances such that had he already been a Trustee he would have been disqualified from acting under the provisions of Clause 4.8

4.6.4 for a cumulative period in excess of ten years or in exceptional circumstances such longer period as the Trustees may decide provided that any longer period shall be compatible with government guidelines for administration and governance applicable to the Trust

4.7 Every future Trustee must sign a declaration of willingness to act as a Trustee of the Trust and an undertaking to uphold and abide by the Code of Conduct adopted by the Trustees from time to time for the regulation of their conduct as members of the board of a Non Departmental Public Body before he or she is eligible to vote at any meeting of the Trustees

4.8 A Trustee automatically ceases to be a Trustee if he or she:

4.8.1 is disqualified under the Charities Act 1993 from acting as a charity trustee or trustee for a charity

4.8.2 is incapable. whether mentally. or physically. of managing his or her own affairs

4.8.3 is absent without the permission of the Trustees from all their meetings held within a period of 6 months and the Trustees resolve that his office be vacated

4.8.4 resigns by written notice to the Trustees (but only if at least two Trustees will remain in office)

4.8.5 is removed by g resolution of the Trustees after inviting the views of the Trustee concerned and considering the matter in the light of any such views

4.8.6 materially fails to comply with the Code of Conduct referred to in clause 4.7

4.10 A retiring Trustee is entitled to an indemnity from the continuing Trustees at the expense of the Trust in respect of any liabilities properly incurred during his trusteeship

4.11 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken by the Trustees

4.12 Subject to Clause 4.8 the first Trustees with the exception of FOSM shall each hold office for the following periods.

(see Trustee details)

5. PROCEEDINGS OF TRUSTEES

5.1 The Trustees must hold at least two meetings each year

5.2 A quorum at a meeting is one third of the total number of Trustees, subject to a minimum of three

5.3 A meeting may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants

5.4 The Chairman of the Trustees or (if the Chairman is unable or unwilling to do so) some other Trustee chosen by them presides at each meeting

5.5 Except where otherwise provided in this Deed, every issue may be determined by a simple majority of the votes cast at a meeting of the Trustees but a resolution which is in writing and signed by all the Trustees is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature

5.6 Except for the chairman of the meeting, who has a second or casting vote, every Trustee has one vote on each issue

5.7 The Trustees have the following powers in the administration of the Trust:

5.7.1 to appoint a Treasurer and other honorary officers

5.7.2 to delegate any of their functions to committees consisting of two or more Trustees and such other persons as may be appointed by them with the approval of the Trustees and all proceedings of committees must be reported promptly to the Trustees

5.7.3 to appoint a Director to carry out the day to day management of the Trust according to terms of reference made by the Trustees from time to time

5.7.4 to make rules consistent with this Deed to govern proceedings at their meetings and at meetings of committees

5.7.5 to make regulations consistent with this Deed to govern the use and application of the property and funds of the Trust including regulations about the terms of reference of any Committees operation of bank accounts and the commitment of funds

6. PROPERTY & FUNDS

6.1 Any Trustee who possesses specialist skills or knowledge, and any firm or company of which such a Trustee is a member or employee, may charge and be paid reasonable fees for work carried out for the Trust on the instructions of the other Trustees (but only if the procedure prescribed by clause 6.3 is followed in selecting the Trustee, firm or company and setting the.' amount of the fees and provided that this provision may not apply to more than one half of the Trustees in any one financial year).

6.2 No Trustee may receive from the Trust any payment of money or other material

benefit (whether direct or indirect) except

6.2.1 under clauses 3.16 (indemnity insurance) and 6.1 (fees)

6.2.2 reimbursement of reasonable out of pocket expenses (including hotel and travel costs) actually incurred in the administration of the Trust

6.2.3 interest at a reasonable rate on money lent to the Trust

6.2.4 a reasonable rent or hiring fee for property let or hired to the Trust

6.2.5 an indemnity in respect of any liabilities incurred in or about the administration of the Trust (including the costs of a successful defence to criminal proceedings)

6.2.6 in exceptional cases, other payments or benefits (but only with the written approval of the Commission in advance)

6.3 Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or any committee, the Trustee concerned must:

6.3.1 declare an interest before discussion on the matter begins

6.3.2 withdraw from the meeting for that item unless expressly invited to remain in order to provide information

6.3.3 not be counted in the quorum during that part of the meeting

6.3.4 withdraw during the vote and have no vote on the matter

6.4 Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with clause 3.13 until needed

6.5 Investments and other property of the Trust may be held:

6.5.1 in the names of the Trustees (or in the name of the trustee body if incorporated under the Charities Act 1993)

6.5.2 in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees or of a financial expert acting on their instructions

6.5.3 in the name of a trust corporation as a holding trustee for the Trust which must be appointed (and may be removed) by deed executed by the Trustees

6.5.4 in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court

7. RECORDS & ACCOUNTS

7.1 The Trustees must comply with the requirements of the Charities Act 1993 relating to the keeping of financial records, the audit or independent examination of the accounts and the preparation and transmission to the Commission of:

7.1.1 annual reports

7.1.2 annual returns

7.1.3 annual statements of account

7.2 The Trustees must maintain proper records of:

7.2.1 all proceedings at meetings of the Trustees

7.2.2 all reports of committees

7.2.3 all professional advice obtained

7.3. Financial records, annual reports and statements of account relating to the Trust must be available for inspection by any Trustee

7.4 A copy of the latest available statement of account must be supplied to any person who makes a written request and pays the Trustees' reasonable costs (as required by the Charities Act 1993)

8 AMENDMENTS

This Deed may be amended by supplemental deed on a resolution passed by 75% of the Trustees but no amendment is valid if it would make a fundamental change to the Objects or to this clause or destroy the charitable status of the Trust. No amendment may be made to clauses 6.2, 6.3 or 6.4 without the prior written consent of the Commission

9 AMALGAMATION

9.1 The Trustees may at any time on a resolution passed by at least 75% of the Trustees transfer the assets and liabilities of the Trust to another charity established for exclusively charitable purposes within the same as or similar to the Objects

9.2 On a transfer under clause 9.1 the Trustees must ensure that all necessary steps are taken as to:

9.2.1 the transfer of land and other property

9.2.2 the novation of contracts of employment and the transfer of any pension rights

9.2.3 the trusteeship of any property held for special purposes

10. DISSOLUTION

10.1 The Trustees may at any time decide by resolution passed by at least 75% of the Trustees that the Trust is to be dissolved. The Trustees will then be responsible for the orderly winding up of the Trust's affairs

10.2 After making provision for all outstanding liabilities of the Trust, the Trustees must apply the remaining property and funds in one or more of the following ways:

10.2.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects

10.2.2 directly for the Objects or charitable purposes within or similar to the Objects

10.2.3 in such other manner consistent with charitable status as the Commission approve in writing in advance

10.3 A final report and statement of account relating to the Trust must be sent to the Commission

11 INTERPRETATION

In this Deed

The following expressions have the following meanings:

"the Chairman" means the person appointed by the Trustees to preside at their meetings

"charity trustees" has the meaning prescribed by section 97(1) of the Charities Act 1993

"the Commission" means the Charity Commissioners for England and Wales

"FOSM" means Flag Officer Submarines, Royal Navy or his equivalent in function

"financial expert” means an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986

"fundamental change" means such a change as would not have been within the reasonable contemplation of a person making a donation to the Trust

"holding trustee" means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal

“Independent examiner" has the meaning prescribed by section 43(3)(a) of the Charities Act 1993

“of material benefit" means a benefit which may not be financial but has a monetary value

"Museum" means the undertaking referred to in Clause 1.3

"the Objects" means the charitable objects of the Trust set out in clause 2

"taxable trading" means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects

"the Trust" means the charity created by this Deed

"trust corporation" has the meaning prescribed by section 205(1)(xxviii) of the Law of Property Act 1925 but does not include the Public Trustee

"Trustee" means a charity trustee of the Trust

“written" or “in writing" refers to a legible document on paper including a fax message year" means calendar year,.

11.2 References to an Act of Parliament are references to the Acts as amended or re enacted from time to time and to any subordinate legislation made under it

11.3 Words imparting the masculine gender shall include the feminine gender and words imparting persons shall include corporations