Template revised: June 2018

REPORT TO THE BOARD OF GOVERNORS

SUBJECT R.M. MIDDLETON ENDOWMENT FUND

MEETING DATE SEPTEMBER 12, 2019

APPROVED FOR SUBMISSION

Forwarded on the Recommendation of the President

Santa J. Ono, President and Vice-Chancellor

DECISION REQUESTED

IT IS HEREBY REQUESTED that the Finance Committee approve variation to the terms of the R.M. Middleton Endowment Fund as set out in the attached Testamentary Trust Summary, and as recommended by the President and University Counsel.

Report Date August 15, 2019

Presented By Hubert Lai, Q.C. University Counsel

EXECUTIVE SUMMARY

The Associate Deans responsible for overseeing undergraduate awards in the Irving K. Barber School of Arts and Sciences at the University’s Okanagan campus (“IKBSAS”), together with the Department Head of the Department of Community, Culture and Global Studies at IKBSAS (together, the “Faculty”), request that the Board of Governors approve the establishment of the R.M. Middleton Endowment Fund (the “Fund”), on the terms set out in the attached R.M. Middleton Endowment Fund Testamentary Trust Summary, which varies the terms of the Fund that are set out in the Will of Robert Morrice Middleton (the “Donor”). The variation will have the effect of correcting a reference to a major in Community, Culture and Global Studies which does not exist and amending this language to reflect the degree programs offered by the Department of Community, Culture and Global Studies within the IKBSAS in keeping with the spirit and intent of the Donor’s gift.

Attachments 1. R.M. Middleton Endowment Fund Testamentary Trust Summary

STRATEGIC CORE AREAS SUPPORTED

☐ People and Places ☐ Research Excellence ☐ Transformative Learning a Local / Global Engagement

DESCRIPTION & RATIONALE

The Donor made his Will on October 6, 2012 and pursuant to the Second Codicil to the Will dated November 18, 2013 (the “Second Codicil”) (together, the “Will”) the Donor made a bequest of $250,000 to establish an endowment fund at the University. The Donor passed away in 2016.

The Will provides that the fund be used to award a prize “for one student from any program of study in the Faculty of Creative and Critical Studies or a student majoring in History, Economics, Philosophy, Political Science, or Community, Culture and Global Studies in the Irving K. Barber School of Arts and Sciences at UBCO.”

ENDOWMENT FUND: REQUEST TO ESTABLISH THE R.M. MIDDLETON STUDENT PRIZE ENDOWMENT FUND

Page 2

The wording of the Will raises an issue with respect to the reference to “a student majoring in … Community, Culture and Global Studies” as the Faculty has confirmed that no such major exists. The Department of Community, Culture and Global Studies in the IKBSAS offers degrees in four programs: Anthropology, Gender and Women’s Studies, Geography and Indigenous Studies.

Approval Requested

The Faculty requests that the Board approve:

(i) a variation to the terms of the Fund set out in paragraph 1 of the Second Codicil by removing reference to ‘Community, Culture and Global Studies’ and replacing it with ‘Anthropology, Gender and Women’s Studies, Geography or Indigenous Studies’. Paragraph 1 of the Second Codicil is reproduced below [emphasis added to indicate language that would be varied]:

"(d) To give the amount of Two Hundred and Fifty Thousand Dollars ($250,000.00) Cdn. to the UNIVERSITY OF BRITISH COLUMBIA (the "University''), of 500 - 5950 University Boulevard, Vancouver, B.C., to be used to establish a permanent fund known as the R.M. Middleton Endowment Fund (the "Fund"). The purpose of the Fund is to enhance the undergraduate experience at the University of British Columbia's Okanagan Campus (the "UBCO”) by rewarding outstanding learning by undergraduates at that campus. In support of this purpose, I DIRECT THAT the income of the Fund shall be used to fund a prize (the "Middleton Student Prize"), for one student from any program of study in the Faculty of Creative and Critical Studies or a student majoring in History, Economics, Philosophy, Political Science, or Community, Culture and Global Studies in the Irving K. Barber School of Arts and Sciences at UBCO. The R. M. Middleton Student Prize shall be awarded to a student in his or her graduating year in one of those programs who has attained the highest academic average within their program over the course of their studies.”; and

(ii) the R.M. Middleton Endowment Fund Testamentary Trust Summary in the form attached, including section 4 (Use of the Fund) which would have the effect of varying the terms of the purpose of the Fund as described in the Second Codicil.

The Office of the University Counsel supports these requests.

Legal Authority

The Board of Governors’ authority to approve the request is found in paragraph 1 of the Second Codicil, which provides that:

“If unforeseen circumstances make the specified use of the Fund no longer practical or desirable, the Board of Governors of the University is hereby authorized to make such changes to the terms of the Fund tha tit [sic] considers desirable, any such changes to be keeping as far as possible with the spirit and general intent of my gift.”

T H E U N I V E R S I T Y O F B R I T I S H C O L U M B I A

Form TTS Revised: February 2016 Endowment Fund

Unique Identifier: [EXXXX]

R.M. MIDDLETON ENDOWMENT FUNDTESTAMENTARY TRUST SUMMARY

Whereas: The Donor (defined below) made a bequest of $250,000 to the University (defined below) to establish an endowment fund at the University. The Second Codicil to the Will (defined below) provides that the fund be used to award a prize “for one student from any program of study in the Faculty of Creative and Critical Studies or a student majoring in History, Economics, Philosophy, Political Science, or Community, Culture and Global Studies in the Irving K. Barber School of Arts and Sciences at UBCO.” The Department of Community, Culture and Global Studies within in the Irving K. Barber School of Arts and Sciences (the “Department”) does not offer a major in Community, Culture and Global Studies. The Department offers degrees in four programs: Anthropology, Gender and Women’s Studies, Geography and Indigenous Studies. Accordingly, the University’s Board of Governors approved in September 2019 a variation to the terms of the purpose of the fund on the terms set out in section 4 of this Testamentary Trust Summary to remove ‘Community, Culture and Global Studies’ and replace it with ‘Anthropology, Gender and Women’s Studies, Geography or Indigenous Studies.’ This variation is in keeping with the spirit and intent of the Donor’s gift.

1. Name of Fund

The endowment fund described by this Testamentary Trust Summary will be known as the R.M. Middleton Endowment Fund (the “Fund”).

2. Creation and Purpose of the Fund

The Fund is established by The University of British Columbia (the “University”) as an endowment in accordance with the terms of the Will dated October 6, 2012 (the “Will”) of Robert Morrice Middleton (the “Donor”) attached to this Testamentary Trust Summary as Schedule A, the terms of the Codicil dated May 30, 2013 (the “First Codicil”) of the Donor attached to this Testamentary Trust Summary as Schedule B, and the terms of the Codicil dated November 18, 2013 (the “Second Codicil”) of the Donor attached to this Testamentary Trust Summary as Schedule C (all together, the “Testamentary Terms”).This Testamentary Trust Summary has been created for administrative convenience and to evidence the creation of the Fund. It is intended to summarize the relevant terms of trust as established by the Will, the First Codicil and the Second Codicil and not to vary those terms, except as permitted by the Testamentary Terms.

3. University Policy

Subject to the terms of the Will, the First Codicil and the Second Codicil, decisions on the administration, financial and otherwise, of the Fund will be made in accordance with the terms of this Testamentary Trust Summary and the policies of the University as they may be amended from time to time.

4. Use of the Fund

The use of the Fund was originally set out in clause 3(d) of the Will, and was deleted by the Donor and replaced with paragraph 1 of the Second Codicil. The second sentence of paragraph 1 of the Second Codicil is hereby varied in accordance with the rights granted to the Board of

Attachment 1

Form TTS Revised February 2016

Endowment Fund Unique Identifier: [EXXXX]

Governors under the same paragraph 1 of the Second Codicil; and therefore, the second sentence is deleted and is replaced with the following:

The purpose of the Fund is to enhance the undergraduate experience at the University of British Columbia’s Okanagan Campus (the “UBCO”) by rewarding outstanding learning by undergraduates at that campus. In support of this purpose, I DIRECT THAT the income of the Fund shall be used to fund a prize (the “Middleton Student Prize”) for one student from any program of study in the Faculty of Creative and Critical Studies or a student majoring in History, Economics, Philosophy, Political Science, Anthropology, Gender and Women’s Studies, Geography or Indigenous Studies in the Irving K. Barber School of Arts and Sciences at UBCO. The R.M. Middleton Student Prize shall be awarded to a student in his or her graduating year in one of those programs who has attained the highest academic average within their program over the course of their studies.

The remaining sentences of paragraph 1 of the Second Codicil are unchanged.

5. Testamentary Terms Relating to Investment of the Fund

The University will invest the Fund in accordance with paragraph 1 of the Second Codicil.

6. Testamentary Terms Relating to Encroachment on the Fund

The University may not encroach on the capital of the Fund because the Will, the First Codicil and the Second Codicil do not contain an encroachment power.

7. Additional Contributions

The University may accept or make further contributions to the Fund, from any source, whether by gift, will or otherwise, provided any further contribution will be governed by the trust terms established by the Will, the First Codicil, the Second Codicil and this Testamentary Trust Summary.

8. Variation of Terms

The University may vary those terms of this Testamentary Trust Summary that are prescribed by the Will, the First Codicil and the Second Codicil in accordance with paragraph 1 of the Second Codicil. The University may vary those terms of this Testamentary Trust Summary that are not prescribed by the Will, the First Codicil and the Second Codicil if that variation is recommended by the President to the Board of Governors and is approved by the Board of Governors.

[Signature page follows]

Form TTS Revised February 2016

Endowment Fund Unique Identifier: [EXXXX]

To acknowledge the terms upon which the Fund is held, the University has executed this Testamentary Trust Summary on the date appearing below.

The University of British Columbia by its Authorized Signatory: ___________________________________ ____________________________ Santa J. Ono, President and Vice Chancellor Date

Approved as to Form by the UBC Estate Administrator:

Date:

Approved as to form by the Office of the University Counsel:

Date:

Form TTS Revised February 2016 Endowment Fund

Unique Identifier: [EXXXX]

SCHEDULE A

WILL

(See attached)

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THIS IS THE LAST WILL AND TESTAMENT of me, ROBERT MORIUCE MIDDLETON,of the City of Kelowna, in the Province of British Columbia.

1. I HEREBY REVOKE all Wills and Codicils previously made by me, but do not revokeany designation under any existing R.R.S.P., R.R.LF., or similar plan, or under any insurancepolicy owned by me.

1(a). Whenever required in this Will, the singular will be deemed to include the plural and themasculine gender will include the feminine and vice versa.

2. I NOMrNATE, CONSTITUTE AND APPOfNT my nephew, PETER JOSEPHMIDDLETON, to be the Executor and Trustee of this my Will. If the said PETER JOSEPHMIDDLETON should predecease me or should die within a period of thirty (30) days followingmy decease or without having proved this my Will, or should be unwilling to act, I NOMINATE,CONSTITUTE AND APPOINT my great-nephew, IAN MIDDLETON, to be the Executor andTrustee of this my Will in the place and stead of PETER JOSEPH MIDDLETON. I hereinafterrefer to my Executor and Trustee for the time being as my ‘Trustees”.

3. I GIVE, DEVISE AND BEQUEATH all my property of every nature and kind andwheresoever situate, including any property over which I may have a general power ofappointment to my said Trustees upon the following trusts, namely:

(a) To use their discretion in the realization of my estate, with power to my Trusteesto sell, call in and convert into money any part of my estate not consisting ofmoney at such time or times, in such manner and upon such terms and either forcash or credit or for part cash and part credit as my said Trustees may in theiruncontrolled discretion decide upon, or to postpone such conversion of my estateor any part or parts thereof for such length of time as may think best and I herebydeclare that my Trustees may retain any portion of my estate in the form in whichit may be at my death (notwithstanding that it may not be in the form of aninvestment in which trustees are authorized to invest trust funds and whether ornot there is a liability attached to any such portion of my estate) for such length oftime as my said Trustees may in their discretion deem advisable and my Trustees

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shall not be held responsible for any loss that may happen to my estate by reasonof so doing.

(b) To pay out and charge to the capital of my general estate my just debts, funeraland testamentary expenses and all estate inheritance and succession duties or taxeswhether imposed by or pursuant to the law of this or any other jurisdictionwhatsoever that may be payable in connection with any property passing (ordeemed so to pass by any governing law) on my death or in connection with anyinsurance on my life or any gift or benefit given or conferred by me or by this myWill or any Codicil thereto and whether such duties or taxes be payable in respectof estates or interest which fall into possession at my death or at any subsequenttime, and I hereby authorize my Trustees to commute or prepay any such taxes orduties. This direction shall not extend to or include any such taxes that may bepayable by a purchaser or transferee in connection with any property transferred toor acquired by such purchaser or transferee upon or afier my death pursuant to anyagreement with respect to such property.

(c) To distribute all of my personal effects and all articles of domestic and householduse or ornament including consumable stores, furniture, furnishings, works of art,books, automobiles and the like that I own at the time of my death, regardless oflocation, in accordance with any memorandum that I may have left with my Willthat deals with the distribution of these items, but in the event that I fail to leavesuch a memorandum or to be the extent that the memorandum does not fullydistribute these items then they are to be divided equally amongst my brother’schildren in accordance with their wishes and failing agreement amongst mybrother’s children then as my Trustees decide and any items not distributedamongst my brother’s children shall be disposed of at the discretion of myTrustees but if any are sold then the net proceeds of sale shall form part of theresidue of my estate. I direct that the cost of packing, shipping, insurancepremiums and other charges incidental to the delivery of all personal articles orhousehold good and furniture, including the cost of storage pending delivery to abeneficiary shall be borne by the beneficiary thereof and shall not form a chargeonmyestate.

Y’. /

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(d) To give the amount of Five Hundred Thousand Dollars ($500,000.00) to theUNWERSH’Y OF BRITISH COLUMBIA (the “University1’) of 500 — 5950University Boulevard, Vancouver, British Columbia, to be used to establish apermanent fund to be known as the R.Y. Middleton Endowment fund (the“Fund”). The purpose of the Fund is to enhance the undergraduate experience atthe University’s Okanagan Campus by rewarding outstanding teaching andoutstanding learning, and encouraging a focus on undergraduate education. Insupport of this purpose I DIRECT THAT the income of the fund shall be used asfollows:

(i) Two-thirds (2/3) of the income of the Fund shall be used to fund theMiddleton Educator Prize, an award for one instructor (the “MiddletonTeacher”) from the faculty of Humanities, Social Sciences, or Fine Arts.The Middleton Teacher shall be selected based on the following criteria:A. demonstrated interest in teaching;B. willingness to innovate in education; andC. demonstrated interest in students, their learning styles, responses to

intellectual challenges and engagement with the learning process.

Nominations for the Middleton Teacher may be made by students, faculty oradministrators from the faculty of Humanities, Social Sciences, or Fine Arts,accompanied by a written justification for the nomination. The MiddletonTeacher shall be chosen by a committee composed of the head of the studentgovernment; a full professor from the faculty of Humanities, Social Sciencesor Fine Arts; a faculty member from one of those faculties who has taughtfor less than five years; and a Dean from one of those faculties. The winnerwould be announced at spring convocation.

(ii) One-third (1/3) of the income of the fund shall be used to fund theMiddleton Student Prize, a prize for one student (the “Middleton Student”)enrolled in a program of study in the faculty of Social Sciences, Humanities,or Fine Arts. The Middleton Student shall be selected based on thefollowing criteria: j

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A. demonstrated ability to convey what they have learned, both in writingand/or orally;

B. demonstrated interest in learning;C. an aptitude for the analysis and resolution of intellectual challenges;D. an ability to convey that ability to others; andE. having made a significant contribution towards improving

undergraduate life.

Nominations for the Middleton Student may be made by any faculty memberin the faculty of Humanities, Social Sciences or fine Arts, accompanied by awritten justification for the nomination. The Middleton Student shall bechosen by a committee of three full Professors, one from each faculty. Thewinner would be announced at spring convocation.

I further direct that the University may invest and reinvest the Fund in anyinvestments as it in its absolute discretion thinks fit, and in making thoseinvestments the University is not restricted to investments permitted by the law ofBritish Columbia for trustees. The University may invest the fund as part of itspooled endowment fund. If any income of the Fund is not used in a particularyear, the University, in its absolute discretion, either may add the unused incomeand any income resulting from it to the capital of the Fund or may invest theunused income with the intent that it and any income resulting from it retain thestatus of income. If unforeseen circumstances make the specified use of the Fundno longer practical or desirable, the Board of Governors of the University ishereby authorized to make any changes to the terms of the Fund that it considersdesirable, any such changes to be in keeping as far as possible with the spirit andgeneral intent of my gift.

(e) To give the amount of One Hundred Thousand Dollars ($100,000.00) Cdn. tothe UNIVERSITY OF BRITISH COLUMBIA (the “University”) of 500-5950University Boulevard, Vancouver, British Columbia, to be used to establish apermanent fund to be known as the R.M Middteton Library fund (the “LibraryFund”). The purpose of the Library Fund is to support learning and research inthe areas of arts, humanities and social sciences as it is sometimes felt that these

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disciplines do not attract the financial support at the university level that they

deserve. In support of this purpose 1 DIRECT THAT the income of the Libraiy

Fund shall be used to purchase for the library of the University’s Okanagan

campus over the years and on an on-going basis all manner of literary works in the

areas of arts, humanities and social sciences including without limitation books,

rare books, subscriptions to newspapers, periodicals and websites and other

literary materials produced with technologies of the future not in existence today.

I frirther direct that the University may invest and reinvest the Library Fund in any

investments as it in its absolute discretion thinks fit, and in making those

investments the University is not restricted to investments permitted by the law of

British Columbia for trustees. The University may invest the Library fund as part

of its pooled endowment fund. If any income of the Library Fund is not used in a

particular year, the University, in its absolute discretion, either may add the

unused income and any income resulting from it to the capital of the Library Fund

or may invest the unused income with the intent that it and any income resulting

from it retain the status of income. If unforeseen circumstances make the

specified use of the Library Fund no longer practical or desirable, the Board of

Governors of the University is hereby authorized to make any changes to the

temis of the Library Fund that it considers desirable; any such changes to be in

keeping as far as possible with the spirit and general intent of my gift.

(f) To make the following financial gifts as soon as possible following my death but

in any event without interest, but if any of the organizations or persons benefitting

hereunder do not survive me then their gift will fail and will form part of the

residue of my estate;

fi) the sum of Five Thousand Dollars ($5,000.00) to the OKANAGAN

SYMPHONY SOCIETY of Kelowna, British Columbia;

(ii) the sum of Five Thousand Dollars ($5,000.00) to the ALZHEIMER

SOCIETY OF B.C. of Vancouver, British Columbia;

(iii) the sum of Five Thousand Dollars ($5,000.00) to the KELOWNA ART

GALLERY ASSOCIATION of Kelowna, British Columbia;

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(iv) the sum of Five Thousand Dollars ($5,000.00) to CATHEDRALCHURCH OF ST. MICHAEL AND ALL ANGELS, of Kelowna,British Columbia.

k1(g) To divide my interest in MIDMONT HOLDINGS LTD. (“Midmont”), a

company incorporated pursuant to the British Columbia Business CorporationsAct, which as at the date hereof I have 3 common shares being all of the issuedand outstanding shares of Midmont, as follows:

fi) Forty Percent (40%) to my nephew, PETER JOSEPH MIDDLETON;

(ii) Twenty Percent (20%) to my nephew, BRUCE ALEXANDER

MIDDLETON;

(iii) Twenty Percent (20%) to my nephew, ANDREW DOUGLAS

MIDDLETON, and,

(iv) Twenty Percent (20%) to my niece, ELIZABETH SCUERLE.

If any of these beneficiaries do not survive me but leave a child or children who

do survive me, the deceased beneficiary’s interest in Midmont will not fail but

will be held in trust for his children, with all income accumulated and capitalized

annually, until the youngest such child attains the age of majority at which time

the deceased beneficiary’s interest in Midmont will be divided equally amongst

his children or those of them who are then alive but if none of the deceased

beneficiary’s children attain the age of majority his interest in Midmont will be

divided equally amongst the other beneficIaries of my interest in Midmont upon

the trust conditions contained herein in the event that any of those beneficiaries

are not then alive.

(h) To divide the residue of my estate equally amongst my nephews, PETER

JOSEPH MIDDLETON, BRUCE ALEXANDER MIDDLETON and

ANDREW DOUGLAS MIDDLETON, and my niece, ELIZABETH MARIE

SCHERLE, who are alive at my death. In the event that any of my nephews or

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niece predecease me or survive me but die within thirty (30) days of my deathleaving a child or children him or her surviving then I DIRECT that the child orchildren of the deceased nephew or niece as the case may be shall take in equalshares the share to which his, her or their parent would have been entitled whenthe youngest of them attains the age of majority. In the event that any of mynephews or niece predecease me or fail to survive me for thirty (30) days andleave no children him or her surviving then I DIRECT that such deceasednephew’s or niece’s share shall be divided equally amongst my nephews and niecewho are then alive and upon the same trusts as for their share.

4. If ANY PERSON should become entitled to share in my estate before attaining the ageof nineteen (19) years, the share of such person shall be held and kept invested by my Trusteesand the income and capital or so much thereof as my Trustees in their absolute discretionconsider necessary or advisable, shall be used for the benefit of such person until he or she attainsthe age of nineteen (19) years.

5. I AUTHORIZE my Trustees to make any payments for any person under the age ofnineteen (19) years, to a parent or guardian of such person whose receipt shall be a sufficIentdischarge to my said Trustees.

6. I DIRECT that any gifts under my Will to Charities, Churches, groups or otherorganizations are of a general charitable nature and my Trustees shall have the unrestricted powerto divide my estate amongst any organizations that most closely resemble the names set out inthis my Will in the event that those organizations do not exist at my death or in the event thatthey are misnamed, misspelled or otherwise misidentified under my Will. I DIRECT that areceipt for such gift executed by a duly authorized signing officer for the charity, church, groupor other organization shall be a complete discharge to my Trustees.

7. MY TRUSTEES may act for, initiate, vote and represent my estate as shareholder in anycorporation in which my estate holds shares whether to obtain authority to increase or reduce thecapital of the corporation, to obtain increased powers or to initiate or agree to any proposedliquidation, amalgamation, reconstruction or reorganization of any such corporation or in anyother way whatsoever, and generally to deal with any and all shares, bonds and debenturesbelonging to my estate in the fullest and most unrestricted manner possible.

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8. I HEREBY DECLARE that my Trustees when making investments for my estate shall

not be limited to investments authorized by law for trustees but may make any investments which

in their uncontrolled discretion they consider advisable and my said Trustees shall not be liable

for any loss that may happen to my estate in connection with any such investments made by them

in good faith.

9. I DECLARE that all gifts to my personal representatives under this Will are in addition to

and not in substitution for the emuneration that my personal representatives are entitled to for

acting as my Executors or Administrators or as my Trustees, or both.

10. MY TRUSTEES may make any division of my estate or set aside or pay any share or

interest therein, either wholly or in part, in the assets forming my estate at the time of my death,

or at the time of such division, setting aside or payment and I expressly will and declare that my

Trustees shall in their absolute discretion fix the value of my estate or any part thereof for the

purpose of making any such division, setting aside or payment and the decision of my Trustees

shall be final and binding upon all persons concerned, notwithstanding my Trustees may be

beneficially interested in the property appropriated or apportioned. AND I FURTHER expressly

will and declare that my Trustees shall be authorized and empowered to take advantage of any

election available to trustees under the provisions of the INCOME TAX ACT of Canada.

11. IN THE EVENT through mental infirmity I am no longer capable of managing my affairs,

I appoint my Trustees to be the Committees of my Estate.

12. 1 WOULD ASK my good friends and former colleagues, Barry Mawhinney and Ross

Francis, to prepare a eulogy either individually or jointly for submission to the Retired Heads of

Mission Association and my Trustees. I would hope that in style it would owe more to John

Graham’s draft of Dwight Filford’s eulogy than to Alan Beesley’s eulogy!

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iN TESTIMONY WHEREOF I have to this my last Will and Testament, written uponthis and the $ preceding pages ofpaper, subscribed my name this day of October, 2012.

SIGNED, PUBLISHED AND DECLAREDby ROBERT MORRICE MIDDLETON asand for his Last Will and Testament in thepresence of us, both present at the same time,who at his request, in his presence and in thepresence of each other, have hereuntosubscribed our names as witnesses.

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ROBERT MORRICE MIDDLETON

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Form TTS Revised February 2016

Endowment Fund Unique Identifier: [EXXXX]

SCHEDULE B

FIRST CODICIL

(See attached)

THIS IS THE FIRST CODICIL to the LAST WILL AND TESTAMENT of me, ROBERTMORRICE MIDDLETON, of the City of Kelowna, in the Province of British Columbia, whichWill is dated the 6th day of October, 2012.

I HEREBY delete clause 3(e) of my Will in its entirety and replace it with thefollowing:

“(e) To give the amount of One Hundred Thousand Dollars ($100,000.00) Cdn. tothe UNIVERSITY OF BRiTISH COLUMBIA (the “University”) of 500 — 5950University Boulevard, Vancouver, British Columbia, to be used to establish apermanent fund to be known as the R.M liiddteton Library fund (the “LibraryFund”). The purpose of the Library Fund is to support learning and research inthe areas of arts, humanities and social sciences as it is sometimes felt that thesedisciplines do not attract the financial support at the university tevet that theydeserve. In support of this purpose I DIRECT THAT the income of the LibraryFund shall be used to purchase for the library of the University’s Okanagancampus over the years and on an on-going basis all manner of literary works inthe areas of arts, humanities and social sciences including without limitationbooks, rare books, subscriptions to newspapers, periodicals and websites andother literary materials produced with technologies of the future not in existencetoday. I desire that the University shall mark any and all print materialspurchased through the Library fund with that notation “Purchased through thegenerous support of the R. M. Middleton Library Fund”. I further direct that theUniversity may invest and reinvest the Library fund in any investments as it in itsabsolute discretion thinks fit, and in making those investments the University isnot restricted to investments permitted by the law of British Columbia fortrustees. The University may invest the Library fund as part of its pooledendowment fund. If any income of the Library Fund is not used in a particularyear, the University, in its absolute discretion, either may add the unused incomeand any income resulting from it to the capital of the Library Fund or may investthe unused income with the intent that it and any income resulting from it retainthe status of income. If unforeseen circumstances make the specified use of theLibrary Fund no longer practical or desirable, the Board of Governors of the {jUniversity is hereby authorized to make any changes to the terms of the Library

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2. I HEREBY add as clause 3(f) of my Will the following:

“(f) To give to the University the stamp marked “Library Fund” for the purpose ofmarking materials purchased by the University pursuant to clause 3(e) of my Will.

3. I HEREBY renumber clauses 3(f), 3(g) and 3(h) of my Will to become clauses 3(g), 3(h)

and 3(1).

Fund that t considers desirable; any such changes to be in keeping as far aspossible with the spirit and general intent of my gift.

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4. In all other respects I confirm my said Will.

iN TESTIMONY WHEREOF I have to this my First Codicil, written upon this page and thethree preceding page ofpaper, subscribed my name this j. day of May, 2013.SIGNED, PUBLISHED AND DECLARED )by ROBERT MORRICE MIDDLETON as )and for his First Codicil to his Last Will and )Testament in the presence of us, both present )at the same time, who at his request, in his )presence and in the presence of each other, )have hereunto subscribed our names aswitnesses.

Name

Address

A%.%Ld&7ROBERT MORRICE MIDDLETON

BHEAB.PiT & OUC1T0R

2j5l..AWRE.1CE PNENULO’JN’, BC

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Form TTS Revised February 2016

Endowment Fund Unique Identifier: [EXXXX]

SCHEDULE C

SECOND CODICIL

(See attached)

THIS IS THE SECOND CODICIL to the LAST WILL AND TESTAMENT of me, ROBERTMORRICE MIDDLETON, of the City of Kelowna, in the Province of British Columbia, whichWill is dated the 6th day of October, 2012 and which First Codicil is dated the 30th day of May,2013.

I HEREBY delete clause 3(d) of my Will in its entirety and replace it with thefollowing:

“(d) To give the amount of Two Hundred and Fifty Thousand DolLars($250,000.00) Cdii. to the UNIVERSITY OF BRITISH COLUMBIA (the“University”), of 500 - 5950 University Boulevard, Vancouver, B.C., to be usedto establish a permanent fund known as the R.M. Middleton Endowment Fund(the “Fund”). The purpose of the Fund is to enhance the undergraduateexperience at the University of British Columbia’s Okanagan Campus (the“UBCO”) by rewarding outstanding learning by undergraduates at that campus.In support of this purpose, I DIRECT THAT the income of the Fund shall beused to fund a prize (the “Middleton Student Prize”), for one student from anyprogram of study in the Faculty of Creative and Critical Studies or a studentmajoring in History, Economics, Philosophy, Political Science, or Community,Culture and Global Studies in the Irving K. Barber School of Arts and Sciencesat UBCQ. The R. M. Middleton Student Prize shall be awarded to a student inhis or her graduating year in one of those programs who has attained thehighest academic average withIn their program over the course of their studies.

I further direct that the University may invest and reinvest the Fund in anyinvestments as it in its absolute discretion thinks fit, and in making thoseinvestments the University is not restricted to investments permitted by the lawof British Columbia for trustees. The University may invest the Fund as part ofits pooled endowment funds. If any income of the Fund is not used in aparticular year, the University, in its absolute discretion, either may add theunused income and any income resulting from it to the capital of the Fund ormay invest the unused income with the intent that it and any income resultingfrom it retain the status of income. If unforeseen circumstances make thespecified use of the Fund no longer practical or desirable, the Board ofGovernors of the University is hereby authorized to make such changes to theterms of the Fund tha tit considers desirable, any such changes to be in keepingas far as possible with the spirit and general intent ofmy gift.”

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2. 1 HEREBY delete clause 3(g)(i) of my Will in its entirety and replace it with thefollowing:

“(1) the sum of Ten Thousand Dollars ($10,000.00) to the OKANAGANSYMPHONY SOCIETY of Kelowna, British Columbia;”

3. I HEREBY add as clause 3(g)(v) of my Will the following:

“(v) the sum of Five Thousand Dollars ($5,000.00) to the KELOWNA BALLETSOCIETY, of Kelowna, British Columbia.”

4. In all other respects I confirm my said Will.

N TESTIMONY WHEREOF I have to this my Second Codicil, written upon this page and theone preceding page ofpaper, subscribed my name this 1’ day of November, 2013.

SIGNED, PUBLISHED AND DECLAREDby ROBERT MORRICE MIDDLETON asand for his Second Codicil to his Last Willand Testament in the presence of us, bothpresent at the same time, who at his request,in his presence and in the presence of eachother, have hereunto subscribed our names aswitnesses.

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ROBERT MORRICE MIDDLETON

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