Tetra Trust Indenture
CADD RESERVE TRUST TRUST INDENTURE
THIS TRUST INDENTURE (this “Trust Indenture”) is made on the 30th day of March, 2026.
BETWEEN:
CAD DIGITAL INC., a corporation incorporated and existing under the Business Corporations Act (Alberta)
(in its capacity as settlor of the CADD Reserve Trust, the “Settlor”)
AND:
TETRA TRUST COMPANY, a trust corporation incorporated and existing under the Loan and Trust Corporations Act (Alberta)
(in its capacity as trustee of the CADD Reserve Trust, the “Trustee”)
WHEREAS Tetra Trust Company is the issuer of the digital asset known as “CADD” (in its capacity as issuer of CADD, the “Issuer”);
AND WHEREAS the Issuer has engaged CAD Digital Inc. as its agent to arrange for the issuance, distribution and redemption of CADD (in its capacity as agent of the Issuer, “CAD Digital”);
AND WHEREAS the Settlor intends to establish the Trust described herein for the purposes of, among other things, holding the cash received as Subscription Proceeds for CADD and has entered into this Trust Indenture to witness the creation of the Trust, to establish its terms and to define the privileges, rights, duties, powers, authorities and obligations of the Trustee;
AND WHEREAS the Beneficiary is the sole beneficiary of the Trust on the date hereof. 1. CREATION OF THE TRUST.
1.1 Name of the Trust. The Trust created by this Trust Indenture shall be known as the “CADD Reserve Trust”, or such other name as the Trustee may from time to time determine.
1.2 Settlement of the Trust. The Settlor hereby settles upon the Trustee the sum of CAD $20.00 on the date of this Trust Indenture.
1.3 Acceptance of Trust. The Trustee, by joining in the execution of this Trust Indenture, signifies its receipt of the settlement property set out in Section 1.2 (Settlement of the Trust) and its acceptance of this Trust and the privileges, rights, duties, powers, authorities and obligations contained herein.
1.4 Trust is Irrevocable. The Trust herein set forth shall be irrevocable by the Settlor. 2. DEFINITIONS AND INTERPRETATION.
2.1 For the purposes of this Trust Indenture, terms defined in the recitals have the meanings given to them in the recitals, and:
(a) “Agency Agreement” means the CAD Digital Financial Service Agency Agreement dated March 30, 2026 under which the Issuer engages CAD Digital Inc. to act as its agent to arrange for the issuance, distribution and redemption of CADD;
(b) “Authorized Signatory” has the meaning given to it in Section 6.10(b)(ii);
(c) “Beneficiary” means: (a) prior to the occurrence of an event described in Section 6.11, the Class A Beneficiary; and (b) at any time upon or after the occurrence of an event described in Section 6.11, the Class B Beneficiary;
(d) “Burn” means to permanently remove CADD from circulation; and “Burnt” has a corresponding meaning;
(e) “Business Day” means any day on which banks in the Province of Alberta are open for business;
(f) “Business Hours” means 9AM to 7PM ET during Business Days;
(g) “CAD Digital” means CAD Digital Inc. when acting in its capacity as agent to the Issuer and not in its capacity as Settlor or Beneficiary of the Trust;
(h) “CADD” means the digital asset issued under the name “CADD”, which is redeemable on a 1:1 basis (i.e., 1 CADD for CAD $1.00) for Canadian dollars from the Trust Capital;
(i) “CADD Holder” means any holder of issued and outstanding CADD, which, for greater certainty, includes Participants and End Users when holding CADD;
(j) “CADD Reserve” means, at any time, (i) the Trust Capital; and (ii) the Trust Income, but excludes all amounts which have been paid or distributed therefrom pursuant to the provisions of this Trust Indenture;
(k) “CADD Reserve Attestation” means an attestation prepared by the Independent Audit Firm based on their review of the CADD Reserve and related records that addresses, in all material respects, the requirements set out in Schedule A (CADD Reserve Attestation Requirements) hereto;
(l) “CADD Terms and Conditions” means the terms and conditions governing the issuance, holding, Redemption and other uses of CADD by CADD Holders, which are publicly available on Issuer’s website;
(m) “Canadian GAAP” means generally accepted accounting principles in effect from time to time in Canada, including IFRS, applicable to the relevant period and applied in a consistent manner from period to period during such time;
(n) “Canadian Liquid Assets” means: (i) Canadian dollars; (ii) investments that are evidence of indebtedness with a remaining term to maturity of 90 days or less and that are issued, or fully and unconditionally guaranteed as to principal and interest, by the Government of Canada; (iii) securities issued by one or more money market funds licensed, regulated or authorized by a governmental or regulatory authority in Canada; or (iv) such other liquid assets as may be acceptable to the Trustee having regard to the Capital and Liquidity Treatment of Crypto-asset Exposures (Banking) – Guideline published by the Office of the Superintendent of Financial Institutions (or any replacement or successor guideline);
(o) “Class A Beneficiary” means, prior to an event described in Section 6.11 herein and the appointment of the Class B Beneficiary, CAD Digital Inc. in its capacity as beneficiary of the Trust, and not in its capacity as agent to the Issuer or as Settlor of the Trust;
(p) “Class B Beneficiary” means a beneficiary designated by the Trustee in accordance with Section 6.11;
(q) “Deed of Variation” has the meaning given to it in Section 11.4;
(r) “Depository Institution” means an institution in any of the following categories, provided that cash balances held by such institution are insured by the Canada Deposit Insurance Corporation, the Canadian Investor Protection Fund or a similar guarantee or insurance scheme authorized by federal, provincial or territorial legislation and in accordance with the coverage limits prescribed under such guarantee or insurance scheme:
(i) a bank listed in Schedule I or Schedule II to the Bank Act (Canada);
(ii) an authorized foreign bank as defined in section 2 of the Bank Act (Canada) in respect of its business in Canada;
(iii) a cooperative credit society, savings and credit union, caisse populaire or central cooperative credit society that is regulated by a provincial Act or an association regulated by the Cooperative Credit Associations Act (Canada);
(iv) His Majesty in right of a province or an agent or mandatary of His Majesty in right of a province, if His Majesty in right of a province or the agent or mandatary accepts deposits transferable by order;
(v) a company to which the Insurance Companies Act (Canada) applies or an insurance company regulated by a provincial Act;
(vi) a company to which the Trust and Loan Companies Act (Canada) applies;
(vii) a trust company that is regulated by a provincial Act;
(viii) a loan company that accepts deposits transferable by order and is regulated by a provincial Act; or
(ix) an investment dealer that is a member of the Canadian Investment Regulatory Organization (“CIRO”) and that is permitted under the rules of CIRO, as amended from time to time, to hold cash and securities of clients,
that the Trustee may select from time to time for holding all or any part of the CADD Reserve;
(s) “Designated Bank Account” means the account designated for the receipt of Redemption Proceeds: (i) for a Redemption by a Participant, as designated in accordance with the applicable Participant Agreement, or as otherwise communicated to CAD Digital from time to time; or (ii) for a Redemption by an Issuer-Registered End User, as designated during the applicable registration process pursuant to the CADD Terms and Conditions;
(t) “Discretion” means the absolute and uncontrolled discretion of the Trustee, to the extent enabled by law and exercised in accordance with the Standard of Care;
(u) “Distribution Agreement” means a distribution agreement between CAD Digital and a distributor of CADD governing the distribution of CADD by such distributor;
(v) “Distributor” means a distributor of CADD that is a party to a valid and binding Distribution Agreement;
(w) “Distributor-Registered End User” means a CADD Holder that has been registered and verified by a Distributor;
(x) “Division Date” means the first to occur of the following dates:
(i) one day prior to the twenty-first (21st) anniversary of the date of the death of the last of the issue of King Charles III alive as at the date that this Trust Indenture is made; and
(ii) such day prior to the day described in Section 2.1(x)(i) as the Trustee in its Discretion may select as the Division Date in accordance with Article 8 (Termination of the Trust);
(y) “Document” has the meaning given to it in Section 6.10(b);
(z) “End Users” means Distributor-Registered End Users, Issuer-Registered End Users and Unregistered End Users;
(aa) “Gross Redemption Proceeds” means CAD $1.00 per CADD; (bb) “Handbook” means:
(i) the Chartered Professional Accountants of Canada Handbook – Accounting, as amended from time to time; and
(ii) the Chartered Professional Accountants of Canada Handbook – Assurance, as amended from time to time;
(cc) “IFRS” means the International Financial Reporting Standards, namely the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or an interpretation) adopted by the International Accounting Standards Board (IASB);
(dd) “Income Tax Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.), c. 1, and as subsequently amended and from time to time in effect;
(ee) “Independent Audit Firm” means BT WM LLP, or such other independent audit firm engaged by the Issuer from time to time;
(ff) “Institutional Partner” means an institution that is approved by the Issuer to use CADD and is a party to a valid and binding Institutional Partner Agreement;
(gg) “Institutional Partner Agreement” means an agreement between CAD Digital and an institution that is approved by the Issuer governing the use of CADD for specified purposes which do not include: (i) selling CADD to, buying CADD from, Redeeming CADD from, or swapping CADD with, or making any other use of CADD with any third party that is not a Participant or a permitted affiliate of the institution; or (ii) performing any transaction or making any use of CADD that results in CADD being transferred to a digital wallet address that is not owned and controlled by a Participant or a permitted affiliate of the institution (or such other scope of excluded uses set out in the applicable agreement);
(hh) “Investment Guidelines” means the guidelines set out in Schedule B (Investment Guidelines) hereto;
(ii) “Issuer” has the meaning given to it in the Preamble hereto;
(jj) “Issuer-Registered End User” means a holder of CADD that has been registered and verified by CAD Digital;
(kk) “Net Trust Income” means, for a particular period, the amount that would be the trust income for purposes of the Income Tax Act (including any gains derived from deemed dispositions of property of the Trust and any other deemed income, and after deducting those costs, charges and expenses of the Trust that are permitted under the Income Tax Act, but for the purposes of Section 6.8 (Trustee Fee) determined before taking into account any deduction for the Trustee Fee), before deducting any amount pursuant to subsection 104(6) of the Income Tax Act (or pursuant to any provision which may be substituted therefor or of similar effect);
(ll) “Participant Agreement” means a Distribution Agreement or an Institutional Partner Agreement;
(mm) “Participant” means a Distributor or an Institutional Partner;
(nn) “Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, or governmental or regulatory authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator, or other legal representative;
(oo) “Redemption” means the redemption of CADD by a Participant or an Issuer Registered End User; and “Redeem” has a corresponding meaning;
(pp) “Redemption Administrative Fee” means the administrative fee charged in respect of the Redemption of CADD, as set out in: (i) the CADD Terms and Conditions for Redemptions by Issuer-Registered End Users; or (ii) the applicable Participant Agreement for Redemptions by Participants;
(qq) “Redemption Proceeds” means the Gross Redemption Proceeds less any applicable Redemption Administrative Fee;
(rr) “Resignation Notice” has the meaning given to it in Section 7.1; (ss) “Retiring Trustee” has the meaning given to it in Section 7.1; (tt) “Settlor” has the meaning given to it in the Preamble hereto; (uu) “Standard of Care” has the meaning given to it in Section 6.1;
(vv) “Subscription” means the subscription by, and issuance to, a Participant for a specified number of CADD in consideration for a corresponding number of Canadian dollars;
(ww) “Subscription Cut-Off Date” has the meaning given to it in Section 8.2; (xx) “Subscription Proceeds” means CAD $1.00 per CADD;
(yy) “Successor Beneficiary” has the meaning given to it in Section 3.2(e); (zz) “Third Party” means a Person who is not the Trustee or Beneficiary;
(aaa) “Trust” means the trust established pursuant to this Trust Indenture to hold the CADD Reserve in trust for the benefit of the Beneficiary;
(bbb) “Trust Account” means one or more trust accounts opened and maintained by the Trustee in the name of the Trust, at a Depository Institution, for the sole purpose of holding the CADD Reserve in trust on behalf of the Beneficiary pursuant to this Trust Indenture;
(ccc) “Trust Capital” means the Subscription Proceeds received in consideration for CADD and contributed to the Trust and all Canadian Liquid Assets into which such Canadian dollars are invested;
(ddd) “Trust Income” means the income generated on the Trust Capital; (eee) “Trust Indenture” has the meaning given to it in the Preamble hereto;
(fff) “Trustee” means Tetra Trust Company, the original Trustee herein, and any other trustee from time to time acting under this Trust and shall include any successor trustee appointed pursuant to Article 7 (Successor Trustee) hereof;
(ggg) “Trustee Delegate” has the meaning given to it in Section 6.10(a);
(hhh) “Trustee Fee” has the meaning given to it in Section 6.8 (Trustee Fee);
(iii) “Unregistered End User” means a holder of CADD, other than a holder of CADD that is a Participant, Distributor-Registered End User or Issuer-Registered End User;
(jjj) “Wind-Down Notice” has the meaning given to it in Section 8.2; and (kkk) “Wind-Down Period” has the meaning given to it in Section 8.2.
2.2 For the purposes of interpretation and construction of this Trust Indenture, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided: (a) the singular shall mean and include the plural and vice versa and any gender shall mean and include all of the genders; (b) the titles and sub-titles of this Trust Indenture are inserted and included for the purpose of convenience only and should not be used in the interpretation or construction of this Trust Indenture; (c) the term “including” means “including without limiting the generality of the foregoing”; (d) references to any agreement, instrument, policy or statute are to that agreement, instrument, policy or statute as updated, revised, amended, novated, supplemented, varied or replaced from time to time; (e) the term “provision” includes terms, conditions, covenants, agreements, representations, warranties and other provisions; (f) a reference to any Person is: (i) if that Person is replaced by another Person, deemed to refer to the replacement Person; and (ii) if that Person ceases to exist, deemed to refer to the Person that most nearly or substantially serves the same purposes or objects as that Person; (g) when calculating the period of time within which or following which any act is to be done or step is to be taken, the date which is the reference day in calculating such period will be excluded and if the last day of such period is not a Business Day, the period will end on the next Business Day; (h) words or abbreviations that have well known technical industry or trade meanings are used herein in accordance with their recognized meanings; (i) the terms “hereof”, “hereunder”, and similar expressions refer to this Trust Indenture and not to any particular Section or other portion hereof: (j) for so long as Tetra Trust Company is the Trustee hereunder, the “Trustee” means Tetra Trust Company when acting as the Trustee, and not as the Issuer; (k) the “Issuer” means Tetra Trust Company when acting as Issuer, and not as Trustee; and (l) “Settlor” means CAD Digital Inc. when acting as Settlor, and not as Beneficiary or agent.
- APPOINTMENT AND PURPOSES.
3.1 The Settlor hereby appoints the Trustee to act as the trustee of the Trust to hold the CADD Reserve in trust for the benefit of the Beneficiary in accordance with this Trust Indenture. The Trustee hereby accepts the trustee appointment set out above and the trusts, obligations, duties and responsibilities set out in this Trust Indenture.
3.2 The Trustee shall administer the Trust for the following purposes and subject to the following conditions:
(a) Trust Capital.
Until the Division Date, the Trustee shall not use or otherwise encroach on the Trust Capital other than for the sole purpose of satisfying Redemptions in accordance with Section 6.4 (Redemptions of CADD). The Trustee shall, at all times, exercise its investment powers with the primary objective of ensuring that the Trust Capital is sufficient to satisfy, on demand, its obligation to complete Redemptions in accordance with Section 6.4 (Redemptions of CADD).
(b) Vested Income Interest.
Until the Division Date, the Trustee shall, subject to the Trustee’s Discretion as set out in this Section 3.2(b) (Vested Income Interest), no less frequently than quarterly, make payable to the Beneficiary 100% of the Net Trust Income available for distribution. The Trustee shall, within 10 Business Days following the end of each calendar quarter: (i) subject to the Trustee’s Discretion in this Section 3.2(b) (Vested Income Interest), pay to the Beneficiary all of the previously undistributed Net Trust Income of the Trust as of such date; and (ii) deliver to the Beneficiary a report setting out the calculation of the Net Trust Income for the calendar quarter, including a detailed breakdown of all income, expenses and fees deducted in arriving at such amount.
Should the Trustee fail to make the Net Trust Income for a calendar year payable as of December 31st of that calendar year, then on December 31st of such calendar year, an amount equal to the Net Trust Income for such calendar year, to the extent not previously paid or payable otherwise in the calendar year to the Beneficiary, shall be payable immediately prior to the end of that calendar year to the Beneficiary on December 31st of such calendar year. The Beneficiary shall have the right to enforce payment of any amount payable to the Beneficiary under this Section 3.2(b) on and after December 31st of the calendar year in which the amount becomes payable.
Notwithstanding the foregoing, the Trustee shall have no obligation to pay or transfer Net Trust Income to the Beneficiary, and the Beneficiary shall have no right to enforce any such payment, at any time if: (i) the Canadian dollar value of the Trust Capital is less than the number of CADD then issued and outstanding; (ii) any Redemption of CADD that has been lawfully made under Section 6.4 hereof has not been fulfilled in accordance with its terms; or (iii) the Trustee, acting reasonably, determines that making such payment would endanger the Trust Capital, violate any applicable law, or otherwise constitute a breach of the Trustee’s Standard of Care under this Trust Indenture, provided however that clause (iii) of this paragraph shall not apply to the December 31 annual distribution described in the preceding paragraph.
(c) No Right in CADD Reserve.
The Trustee acknowledges and agrees that: (i) it does not have any beneficial interest in, or recourse to or right against, the CADD Reserve; and (ii) it will keep the CADD Reserve free and clear of any encumbrances of any kind. The Trustee will not, under any circumstances, use the CADD Reserve for its own purposes.
(d) Distribution on Division Date.
Upon the Division Date, subject to Sections 3.2(e), 3.2(f) and 8.7, the Trustee shall distribute 100% of the CADD Reserve (including, for clarity, 100% of any remaining Trust Capital) to the Beneficiary.
(e) Successor Beneficiary.
If, as of the Division Date, the Beneficiary has amalgamated with another organization or organizations, or has changed its name, the Beneficiary’s entitlements under this Trust Indenture shall not fail but the Trustee shall pay the Beneficiary’s entitlements to the Beneficiary’s successor (the “Successor Beneficiary”) upon receipt of reasonable written evidence of such succession (including, as applicable, a certificate of amalgamation, articles of continuance, plan of arrangement approval order, certificate of name change, or a certificate of status).
(f) Gift Over Beneficiary.
If, as of the Division Date, the Beneficiary has ceased to operate or exist (as distinct from having amalgamated or changed its name as described in Section 3.2(e) (Successor Beneficiary)) the Trustee shall pay the Beneficiary’s entitlement under this Trust Indenture to an organization that is a “registered charity” for the purposes of the Income Tax Act which, in the Trustee’s Discretion, advances charitable objects of importance to the Settlor.
- DISTRIBUTION TO BENEFICIARY.
4.1 Any power hereby or by law conferred on the Trustee to pay, transfer, appropriate or apply any or all of the Net Trust Income and the Trust Capital to the Beneficiary may at the Discretion of the Trustee be validly exercised by distributing the same, in the Trustee’s Discretion, by way of cash, kind or in specie.
- POWERS AND AUTHORITIES OF THE TRUSTEE.
5.1 Without in any way limiting or derogating from the powers, authorities, Discretions and immunities otherwise howsoever available to the Trustee, whether under any statute or at law or otherwise, the Trustee shall have and be invested with the following powers, authorities, Discretions and immunities, as to which its judgment shall be final and conclusive upon all interested parties, and no Person dealing with it shall be charged with any duty to enquire into the propriety of its actions, that is to say:
(a) subject to the Investment Guidelines, to make or retain any investment or investments in Canadian Liquid Assets that it considers advisable, notwithstanding that such investments may not be in the form of investments in which trustees are authorized to invest trust funds under the laws of the Province of Alberta or any jurisdiction of Canada, and the Trustee shall not be responsible for any loss which may be occasioned by reason of the making of such investments or the retention of the same;
(b) without limiting the generality of Section 5.1(a), to make or retain any investment or investments in one or more mutual funds, and any such investment shall not be an unauthorized delegation of any power, authority or Discretion of the Trustee;
(c) subject to compliance with Article 3 (Appointment and Purposes), to deal in any way with any and all of the assets comprising the CADD Reserve from time to time during the administration of the Trust in the same manner as it might personally do if it were the beneficial owner of the assets comprising the CADD Reserve;
(d) to carry on, participate or invest in any corporation, partnership, joint venture or co-operative and to enter into such leases, contracts or other undertakings relating to the assets comprising the CADD Reserve, or any part thereof, as the Trustee shall in its Discretion deem advantageous, notwithstanding that such leases, contracts or undertakings extend or may extend beyond the termination of the Trust;
(e) to execute and deliver agreements, assignments, bills of sale, contracts, deeds, notes, powers of attorney, receipts and any and all other instruments in writing necessary or appropriate in the Discretion of the Trustee for the administration of the Trust, and to execute any such instrument without warranty by or without recourse to the Trustee;
(f) to determine conclusively the value of the CADD Reserve and all Canadian Liquid Assets in the CADD Reserve. In determining such value, the Trustee may consider such information and advice as the Trustee may deem material and reliable;
(g) to open and operate such financial institution account or accounts as may be expedient in the Discretion of the Trustee, including, without limitation, the Trust Account with the Depository Institution, and to deposit any cash balances in the hands of the Trustee at any time in such financial institution as the Trustee shall decide and, for the purposes of the Trust, to draw, make, endorse, deposit or deal in cheques, bills of exchange, promissory notes, drafts or any other mercantile, commercial or security documents of any nature or kind, and to enter into contracts or agreements of any nature or kind with such financial institution, and all such forms as may be required to open financial institution accounts, operate same and related matters shall be completed in the required manner and on the forms required by such financial institution account, and to designate any person or persons as the signing authority over any such financial institution account or accounts opened by the Trustee, including, without limitation the Trust Account;
(h) to vote all shares and stocks forming part of the CADD Reserve and to exercise all rights incidental to the ownership of the shares, stocks, bonds, debentures or other securities or investments forming part of the CADD Reserve and to issue proxies therefor to others; to sell or exercise any subscription rights and in connection with the exercise of such subscription rights to use any portion of the CADD Reserve for such purpose; to consent to and join in any plan for reconstruction, reorganization, amalgamation, consolidation or readjustment in respect of any corporation or other entity whose shares, stocks, bonds, debentures or other securities for the time being form part of the CADD Reserve or for the sale of the assets and undertaking, or a substantial portion thereof, of any such corporation and in pursuance of any such plan to accept any shares, stocks, bonds, debentures or other securities in exchange for the shares, stocks, bonds, debentures or other securities then forming part of the CADD Reserve; and in respect of any securities or investments forming part of the CADD Reserve, generally to act as fully and effectually as if the same were not part of the CADD Reserve but always in such manner as the Trustee shall in its Discretion consider to be in the best interest of the Beneficiary;
(i) to appoint any person or persons to be its proxy to vote such shares and stocks as may form part of the CADD Reserve;
(j) in the case of an investment purchased or sold at a premium or discount or in the case of any moneys received, to determine in its Discretion whether such premium, discount or amount received shall be credited to or charged against capital or income, provided however that the Trustee shall not exercise such Discretion to charge a discount against the Trust Capital if so doing would cause
the Canadian dollar value of the Trust Capital to fall below the total number of CADD then issued and outstanding;
(k) to incorporate any corporation or corporations under the laws of the Province of Alberta or any other jurisdiction in Canada or elsewhere at the expense of the Trust Income for the purpose of investing the whole or any part of the CADD Reserve wholly or in part in shares or other securities of such corporation or corporations;
(l) to employ and compensate agents, accountants, solicitors, brokers, investment advisors, investment managers and other employees, assistants and advisors deemed by it to be helpful for the proper settlement or administration of the Trust or management and investment of the Trust Capital, and to do so without any liability for any neglect, omission, misconduct or default of any such employed Person provided they were selected and retained in accordance with the Trustee’s Standard of Care;
(m) to make any payments, provisions, apportionments or distributions which may be required under the terms of this Trust in whole or in part in money, securities or other property comprising the assets of the CADD Reserve, and every apportionment, distribution and valuation therefor which the Trustee in its Discretion shall consider equitable shall be final, conclusive and binding upon all persons interested hereunder;
(n) to carry on any business or businesses for such length of time and either alone or in partnership as the Trustee in its Discretion shall consider to be in the best interests of the Trust including, without restricting the generality thereof, partnership or in any other capacity with any corporation or corporations in which the Trustee is directly or indirectly interested either in its own right or in its capacity as Trustee or in any other capacity, and in connection therewith to make, execute, negotiate and arrange all matters of payments, commercial credits, bills of exchange and all other necessary authorities to bankers and others from the Trust Income as the Trustee in its Discretion considers advisable for the purpose of carrying on such business or businesses. The Trustee shall be indemnified by the Trust for any loss, liability, costs or expenses suffered or incurred by reason of carrying on such business or businesses;
(o) to waive or agree to waive, in whole or in part, unpaid accrued interest or accumulated dividends of any investment which may be held by it at any time, or to release any person, firm or corporation from any obligation to the Trust, with or without compensation therefor;
(p) to carry insurance against hazards, including public liability, in such amounts and in any type of insurance company as the Trustee in its Discretion deems advisable;
(q) to make, or refrain from making, in the Trustee’s Discretion, any allocation, apportionment, election, determination or designation permitted by any taxing statute affecting the Trust, and such exercise of Discretion by the Trustee is conclusive and binding upon the Beneficiary; and
(r) to pay out of the Trust Income as the Trustee in its Discretion from time to time considers advisable any taxes or other imposts payable in connection with the CADD Reserve or payable by the Beneficiary in respect of the CADD Reserve or any part thereof.
- PRIVILEGES, RIGHTS AND DUTIES OF THE TRUSTEE.
The Trustee will administer and operate the Trust in accordance with the specific privileges, rights and duties set out in this Article 6 (Privileges, Rights and Duties of the Trustee). To the extent of any inconsistency between the Trustee’s general powers and authorities set out in Article 5 (Powers and Authorities of the Trustee) and the specific privileges, rights and duties set out in this Section 6 (Privileges, Rights and Duties of the Trustee), the specific privileges, rights and duties set out in this Section 6 (Privileges, Rights and Duties of the Trustee) will govern and prevail.
6.1 Standard of Care.
The Trustee will carry out and perform its privileges, rights, duties, powers, authorities and obligations arising under this Trust Indenture in good faith, in compliance at all times with the provisions of this Trust Indenture, including, for certainty, Sections 3.2(a), 3.2(b) and 6.4 and in and in the best interests of the Beneficiary, and will, at a minimum, exercise the care, diligence and skill in the provision of its privileges, rights, duties, powers, authorities and obligations that a trustee would exercise in dealing with trust property of a similar kind (the “Standard of Care”). Without limiting the foregoing, the Trustee will take steps to correct all errors and omissions in respect of the CADD Reserve immediately upon becoming aware of such error or omission.
6.2 Management and Safeguarding of CADD Reserve.
The Trustee will safeguard and hold the CADD Reserve in trust for the benefit of the Beneficiary and will: (a) identify itself as “Trustee” of the CADD Reserve in all books and records and in the course of all dealings with the CADD Reserve, including in all contractual agreements, banking and financial transactions, regulatory compliance, tax filings, record-keeping and reporting; and (b) segregate the CADD Reserve and identify and record the CADD Reserve in its books and records as “trust property” that is separate and distinct from: (i) the Trustee’s own property; and (ii) the property of any other Third Parties.
The CADD Reserve shall be managed in accordance with the Investment Guidelines. Any amendments to the Investment Guidelines shall require the Beneficiary’s prior written consent and approval.
6.3 CADD Subscription Proceeds held in Trust
The Subscription price for each CADD is CAD $1.00. All Subscription Proceeds received by CAD Digital will be deposited into the Trust Account and added to the Trust Capital. The Trust Capital will, at all times, have a value that is not less than the total number of outstanding CADD multiplied by CAD $1.00.
6.4 Redemptions of CADD
(a) At all times up until the expiry of the Wind-Down Period, each issued and outstanding CADD is redeemable for an amount equal to CAD $1.00, less any applicable Redemption Administrative Fee. Redemptions of CADD will be processed by CAD Digital, as agent for the Issuer, as prescribed in: (i) the Participant Agreement, for Redemptions by Participants; and (ii) the CADD Terms and Conditions, for Redemptions by Issuer-Registered End Users.
(b) Upon detection of CADD at an approved Burn address, CAD Digital and Trustee will complete the following (and will use commercially reasonable efforts to do so within 4 Business Hours of when the CADD was received at the Burn address):
(i) CAD Digital will Burn the applicable CADD;
(ii) CAD Digital will request that the Trustee make a distribution to the Beneficiary from the Trust Capital by directing the applicable
Redemption Proceeds from the Trust Account to the applicable
Designated Bank Account;
(iii) provided the Trustee is satisfied that the Redemption has been lawfully requested and the CADD has been Burnt, the Trustee will: (x) make a
distribution from the Trust Capital in an amount equal to the Gross
Redemption Proceeds; and (y) authorize the transfer of the
Redemption Proceeds from the Trust Account to the applicable
Designated Bank Account; and
(iv) upon the Trustee’s authorization, CAD Digital will initiate the wire transfer or similar transaction by which the Redemption Proceeds will
be transferred from the Trust Account to the applicable Designated
Bank Account.
(c) Redemption Administrative Fees shall be retained by the Trust and shall form part of the Trust Income.
(d) Upon the expiry of the Wind-Down Period, any CADD that remains outstanding will no longer carry the Redemption rights contemplated in this Section 6.4 (Redemptions of CADD).
(e) In the extremely unlikely event that the Trust Capital is insufficient to satisfy a Redemption under this Section 6.4 (Redemptions of CADD) (which, for greater certainty, should never occur as long as the Trust is in compliance with this Trust Indenture), then the Trustee may make a distribution to the Beneficiary from the Trust Income by directing the applicable Redemption Proceeds from the Trust Account to the applicable Designated Bank Account.
(f) The Trustee shall take reasonable steps to ensure that it approves matters submitted to the Trustee for approval by CAD Digital on a timely basis, including matters enumerated in this Section 6.4 (Redemptions of CADD).
6.5 Financial Records and Reports.
(a) The Trustee will maintain the proper books, accounts and records of the Trust as are necessary and appropriate to document any transactions of the Trust.
(b) The Trustee will engage an Independent Audit Firm to prepare and deliver:
(i) within 15 Business Days following the last Business Day of each month, the CADD Reserve Attestation for the prior month; and
(ii) within 90 days after the end of each of the Trust’s fiscal years, audited financial statements of the Trust.
(c) The Trustee will provide electronic copies of all CADD Reserve Attestations and annual audited financial statements of the Trust to the Beneficiary on the same Business Day on which such documents are delivered to the Trustee by the Independent Audit Firm. The Trustee will deliver such documents to CAD Digital and authorize CAD Digital to publish such documents on the public website that it maintains on behalf of the Issuer.
6.6 Depository Institution and Trust Account.
The Trustee will appoint one or more Depository Institutions by opening a Trust Account in the name of the Trust with such Depository Institutions.
(a) The Trustee will be responsible for investing the Trust Capital and monitoring the CADD Reserve held in the Trust Account.
(b) The Trustee may grant CAD Digital signing authority over the Trust Account for the limited purpose of performing its obligations, as agent for the Issuer, to arrange for the issuance, distribution and Redemption of CADD. The Trustee may revoke such authority of CAD Digital with written notice only if the Trustee reasonably believes that CAD Digital has (i) breached any material term of this Trust Indenture; (ii) materially breached any law applicable to the performance of its obligations under this Trust Indenture; or (iii) taken, or intends to take, any action which would result in the Trustee breaching its fiduciary duty hereunder. Transactions conducted by CAD Digital pursuant to its signing authority over the Trust Account will be conducted in its capacity as a delegate of the Trustee, and not as Beneficiary.
(c) The legal title to all assets comprising the CADD Reserve shall be and remain vested in the Trustee.
6.7 Expenses.
The expenses in connection with the administration of this Trust, the investment and re investment of any part of the CADD Reserve in Canadian Liquid Assets and the collection of income and other sums derivable therefrom shall be charged and be paid by the Trustee from the Trust Income including, without limiting the generality thereof, the remuneration and charges of the Trustee hereinafter provided for. The Trustee shall have the right and privilege to pay out of the Trust Income any taxes or other imposts payable in connection with the CADD Reserve or payable by the Beneficiary in respect of the CADD Reserve or any part thereof, including, without limitation, audit, accounting and operating costs of the Trust.
All expenses of the Trust, whether incurred directly by the Trustee or reimbursed to a delegate, must be necessary for the due administration of the Trust and must be commercially reasonable in amount. The Trustee shall make commercially reasonable efforts to procure services on arm’s length terms and to ensure that expenses incurred on behalf of the Trust are properly documented. Invoices and quotations are prima facie sufficient documentation; failure to obtain multiple quotes shall not, of itself, render an expense unreasonable. If, upon review by the Independent Audit Firm in the course of its ordinary financial audit procedures, an expense is found to not be accurate, appropriately classified and complete, the Trustee shall not be entitled to be reimbursed out of the Trust Income or, if the applicable expense has already been paid out of Trust Income, shall reimburse the Trust from its own property.
6.8 Trustee Fee.
The Trustee will be entitled to receive a fee equal to 10% of the Net Trust Income, calculated and payable quarterly on the last Business Day of each applicable calendar quarter, for its reasonable compensation for the administration of this Trust (the “Trustee Fee”).
6.9 Related Party Transactions.
The Trustee shall have the right and privilege in any transactions authorized or empowered hereunder, whether expressed or implied, with Persons related to the Beneficiary including corporations in which the Trustee, Beneficiary or related Persons are interested or with any or all of the assets comprising the CADD Reserve provided that such transactions are on the same basis as might reasonably be negotiated with any arms’ length Third Party. In addition to the foregoing, the Trustee is authorized to receive any remuneration or compensation for acting as an employee, partner or director or in any other similar capacity in any entity dealing with the Trust without accounting therefor or without diminution in its entitlement to fees hereunder.
6.10 Delegation.
The Trustee may exercise any Discretion or power hereby conferred on the Trustee by a resolution of its board of directors or governing body, or may delegate the right and power to exercise or concur in exercising any such Discretion or power to one or more members of its board of directors or governing body or any of its employees or any representative appointed from time to time by the said board of directors or governing body for that purpose, in each case, in accordance with this Section 6.10 (Delegation).
(a) The Trustee will have the power to delegate from time to time to its officers, employees, consultants, agents and other persons (for greater certainty, including CAD Digital) (each, a “Trustee Delegate”), the exercise of Discretion or powers conferred on the Trustee hereunder as the Trustee may from time to time deem expedient, provided that, for certainty, no Trustee Delegate shall be granted the power to act in a manner that constitutes a breach, violation or contravention of this Trust Indenture.
(b) The Trustee may adopt any rules and regulations which it may from time to time deem proper to govern its procedure. Any agreements, deeds, transfers, assignments, contracts, obligations, bills of lading, powers of attorney, promissory notes, bills of exchange, receipts, and other instruments of any nature or description (referred to in this Section 6.10 (Delegation) as a “Document”) shall be signed, executed, drawn, endorsed and negotiated by:
(i) the Trustee for the time being in office; or
(ii) any other Person or Persons whom the Trustee may, from time to time, duly appoint and delegate the power to serve as an authorized
signatory or signatories in respect of a Document (referred to in this
Section 6.10 (Delegation) as an “Authorized Signatory”) on behalf of
the Trust. For greater certainty, such appointment and delegation of an
Authorized Signatory:
- may be on such terms and conditions as the Trustee may in its Discretion consider appropriate and necessary; and
- may relate to a specific existing Document or a future Document which is not in existence at the date of such appointment and delegation.
(c) The delegating of any of the Discretion or power hereby conferred on the Trustee under or in connection with this Trust Indenture to any Trustee Delegate will not relieve the Trustee from any duty, obligation or liability under this Trust Indenture. For clarity, any delegation or subcontracting of any of the Discretion or power hereby conferred on the Trustee under or in connection with this Trust Indenture will not: (i) cause the Trustee to cease to be a trustee of the Trust; or (ii) cause any other Person to be trustee of the Trust. The Trustee will remain at all times responsible and liable for the execution of all Discretion and powers conferred on this Trustee under or in connection with this Trust Indenture performed by any Trustee Delegate to the same extent as if such Discretion or powers were executed or performed by the Trustee. Any act or omission by any Trustee Delegate in breach of this Trust Indenture, or that would have been a breach of this Trust Indenture if done or not done by the Trustee, will be deemed to be a breach of this Trust Indenture by the Trustee.
6.11 Replacement of the Beneficiary
In the event that the Issuer terminates CAD Digital as agent pursuant to the terms of the Agency Agreement, the Class A Beneficiary shall cease to be a Beneficiary of this Trust as of the effective date and time of such termination, and the Trustee will, contemporaneous with the effective date and time of such termination, designate a Beneficiary (the “Class B Beneficiary”) that: (i) qualifies in one of the following categories; and (ii) is independent of and not related to the Trustee:
(a) a Depository Institution;
(b) a payment service provider registered under the Retail Payment Activities Act (Canada);
(c) a digital asset issuer or service provider registered or licensed under a federal regulatory framework administered by the Bank of Canada; or
(d) a professional legal or accounting firm other than the Independent Audit Firm. 6.12 Indemnification and Limitation of Liability.
(a) The Trustee shall be indemnified out of the Trust Income in respect of any loss, cost or expense (including legal expenses) suffered by it in connection with the performance of its role as Trustee under this Trust Indenture except where such loss, cost or expense is incurred as a result of its own wilful default or breach of the Standard of Care.
(b) The Trustee shall not be responsible for any loss or liability incurred by the Trust as a result of the actions or inactions of the Depository Institution, the Independent Audit Firm, any investment advisor, investment manager or other professional service provider engaged by the Trustee to provide services to the Trust, except to the extent that the Trustee has breached the Standard of Care in the appointment, supervision and oversight or work with such Depository Institution, Independent Audit Firm, any investment advisor, investment manager or other professional service provider.
(c) For clarity, the Trustee shall be responsible for any loss or liability incurred by the Trust as a result of the actions or inactions of CAD Digital, in its capacity as a delegate of the Trustee under this Trust Indenture.
(d) Should the Trustee, for any reason, fail to assess or report or pay any taxes that may be subject to assessment or payment during the currency of this Trust for which the Trustee might be responsible, the Trustee shall not be liable for any such failure unless such error arose from the Trustee’s wilful default or breach of the Standard of Care; and in the event that the Trustee should be called upon to pay any such taxes, penalties or other charges thereon, any such moneys so paid out by the Trustee shall be returned to it out of the Trust Income. This provision for indemnity and reimbursement shall also extend and apply to any other fines, levies, assessments and damages levied against the Trustee, whether by a court or otherwise, in respect of or arising out of any matter or thing done or omitted to be done in connection with the management, operation, administration and carrying out of this Trust unless such fine, levy, assessment or damage arose from the Trustee’s wilful default or breach of the Standard of Care.
- SUCCESSOR TRUSTEE.
7.1 Should the Trustee wish to resign as the trustee of the Trust (the “Retiring Trustee”) at any time when there are issued and outstanding CADD, the Retiring Trustee will provide at least 90 days’ written notice to the Beneficiary of the Retiring Trustee’s intention to resign (a “Resignation Notice”). Within 30 days of the Beneficiary’s receipt of a Resignation Notice, the Beneficiary shall either:
(a) provide a written notice to the Retiring Trustee that it intends to appoint a successor Trustee pursuant to Section 7.2, and such Trustee shall be appointed within 90 days following the date of such notice; or
(b) provide a written notice advising the Retiring Trustee that it does not intend to appoint a successor Trustee and that it wishes to implement the wind-down procedures set out in Section 8 (Termination of the Trust). In the event that the Beneficiary does not respond to a Resignation Notice within the applicable 30- day notice period, or in the event that the Beneficiary fails to cause a successor Trustee to be appointed within 90 days following the delivery of the notice referred to in Section 7.1(a), the Beneficiary will be deemed to have elected for the Retiring Trustee to wind-down the Trust in accordance with Article 8 (Termination of the Trust).
7.2 The Beneficiary may appoint a successor Trustee by delivering a written notice to the Trustee indicating the Beneficiary’s intention to appoint a successor Trustee following: (i) the Retiring Trustee delivering a Resignation Notice; (ii) the Trustee being required to resign due to an order or direction of a governmental or regulatory authority having jurisdiction over the Trustee in Canada; or (iii) the Trustee failing to cure a material breach of this Trust Indenture or applicable law within 30 days after receiving written notice of such breach from the Beneficiary. Any appointed corporate trustee must be a corporation incorporated under the laws of Canada or of a province or territory of Canada that is resident in Canada for purposes of the Income Tax Act and is registered or licensed (or is exempt from such registration or license) under the laws of Alberta or any applicable law of Canada to carry on the business of a trust company.
7.3 Upon the identification of a successor Trustee, the Retiring Trustee shall promptly, diligently and without delay cooperate to effect a seamless and efficient transition of the Trust administration to such successor Trustee, subject to the Retiring Trustee first receiving the following from the successor Trustee and Beneficiary:
(a) an acknowledgment, release, indemnity and discharge signed by both the successor Trustee and Beneficiary in favour of the Retiring Trustee, in form and substance satisfactory to the Retiring Trustee, providing among other things, that all accounts provided by the Retiring Trustee are satisfactory and complete and approved by the Beneficiary; and
(b) an executed deed of appointment appointing the successor Trustee as Trustee.
The Retiring Trustee shall, upon written demand of the successor Trustee, and in no event later than 30 Business Days following the satisfaction of all fees, charges and indemnification claims under this Trust Indenture, deliver or cause to be delivered to the successor Trustee, all of the assets comprising the CADD Reserve together with all of the records of the Trust, and the Retiring Trustee shall execute and deliver any and all instruments, assignments, conveyances and other documents, and take any further action that the successor Trustee or the Beneficiary may reasonably request to vest title to the CADD Reserve in the successor Trustee, including steps that may be desirable from a tax planning perspective, and to confirm the assumption by the successor Trustee of the trusts, powers, duties and authorities hereunder. The obligations of the Retiring Trustee under this Section 7.3 shall survive its resignation and removal as Trustee and shall continue until the successor Trustee has confirmed in writing that the transition is complete and satisfactory. For certainty, Section 8.7 shall apply, mutatis mutandis, to the Retiring Trustee.
7.4 Notices of all changes in trusteeship hereunder shall be endorsed or attached to this Trust Indenture, signed by the Retiring Trustee, if available, and the successor Trustee, and every such notice shall be sufficient evidence to any person having dealings with this Trust as to the fact to which it relates.
7.5 Any newly appointed Trustee hereunder shall, upon its appointment, be vested with title to the assets comprising the CADD Reserve and with all the trusts, powers and authorities herein contained without further assignment, transfer or conveyance of any kind or any order of any Court or tribunal whatsoever.
7.6 Any company into which the Trustee may be merged, consolidated or amalgamated, or any company resulting from any merger, consolidation or amalgamation to which the Trustee is a party, or any company to which all or substantially all of its corporate trust business has been transferred, provided that the company resulting or continuing from such merger, consolidation or amalgamation or the transferee of the trust business is a company incorporated under the laws of Canada or of a province or territory of Canada that is resident in Canada for purposes of the Income Tax Act and is registered or licensed (or is exempt from such registration or license) under the laws of Alberta or the applicable laws of Canada to carry on the business of a trust company, will automatically become a successor trustee under this Trust Indenture without any further act or formality.
7.7 Any successor Trustee shall not be required or be under any duty to examine, question, verify or audit the books, records, accounts or proceedings of any predecessor Trustee.
7.8 Notwithstanding the generality of the foregoing and for greater certainty, no entity shall be appointed as a successor Trustee of the Trust if such appointment would result in the Settlor becoming the Trustee.
- TERMINATION OF THE TRUST.
8.1 The Trustee shall cause the Trust to terminate by designating in writing a Division Date in accordance with Section 8.2 upon the occurrence of any of the following events:
(a) the Beneficiary advises the Trustee that it does not intend to appoint a successor Trustee in response to a Resignation Notice delivered under Section 7.1(b); or
(b) the Beneficiary is deemed to have elected for the Retiring Trustee to wind-down the Trust pursuant to the terms of Section 7.1(b).
8.2 If the Trustee is required to terminate the Trust pursuant to Section 8.1, the Trustee must provide at least 180 days (the “Wind-Down Period”) prior written notice of the Division Date to all CADD Holders (the “Wind-Down Notice”). The Wind-Down Notice will set a date no later than 60 days following the date of the Wind-Down Notice (the “Subscription Cut-Off Date”) after which no further Subscriptions for CADD will be accepted, and provide instructions for CADD Holders to liquidate or complete the Redemption of their CADD holdings during the Wind-Down Period, and explain that, upon the expiry of the Wind-Down Period, CADD Holders will no longer have Redemption rights.
8.3 The Trustee will issue a press release announcing the Division Date and the Wind-Down Period and cause the Wind-Down Notice to be posted to the Issuer’s website for the duration of the Wind-Down Period, and to post the information about the Wind-Down Notice on social media communication channels selected by the Trustee.
8.4 At any time during the Wind-Down Period, the Trustee may, in its Discretion and upon written notice to the CADD Holders, postpone the Division Date for up to two further periods of up to 90 days each (180 days in aggregate) if the Trustee determines that it will be in the best interests of the CADD Holders to do so. Upon each instance of the exercise of such Discretion, the Trustee will inform CAD Digital of the new Division Date, and the Issuer and CAD Digital will update the Wind-Down Notice and complete the notification processes set out in Section 8.3 for the new Division Date and Wind-Down Period.
8.5 Upon the expiry of the Wind-Down Period, the Redemption rights of CADD Holders will terminate.
8.6 Prior to the Division Date, the Trustee shall proceed to wind down the affairs of the Trust and may fulfil or discharge the contracts of the Trust, perform or cause the Independent Audit Firm to perform any outstanding or required audits of the Trust, collect the Trust’s assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining CADD Reserve, discharge or pay the Trust’s liabilities, and do all other acts appropriate to liquidate the Trust’s affairs. Following the Wind-Down Period and the exercise or termination of the Redemption rights of all CADD Holders, the Trustee shall sell and convert any remaining Canadian Liquid Assets into cash and after paying, retiring or providing for the payment of all known liabilities and obligations of the Trust, and providing for indemnity against any other outstanding liabilities and obligations, the Trustee shall distribute the remaining CADD Reserve to the Beneficiary in accordance with the terms of this Trust Indenture. The powers of sale and all other powers herein given to the Trustee shall continue as to all property constituting the CADD Reserve at any time remaining in its hands or ownership, even though the Division Date may have passed.
8.7 The Trustee shall be entitled to retain out of any moneys in its hands from the Trust Income, full provision for all costs, charges, expenses, claims and demands incurred that are in compliance with this Trust Indenture and that are made or apprehended by the Trustee in connection with or arising out of the termination of the Trust. Any of the moneys so retained may be used by the Trustee for the purposes of indemnification and the Trustee shall be saved harmless against any such costs, charges, expenses, claims and demands, provided that any moneys remaining in such provision after the completion of the winding-up and the lapse of all applicable claims periods shall be distributed to the Beneficiary.
8.8 To the extent that the affairs of the Trust have not been completely wound up and the entirety of the CADD Reserve has not been distributed on or prior to the Division Date, this Trust Indenture shall continue in force and effect to the extent necessary or desirable to permit the Trustee to complete the winding down of the affairs of the Trust and distribute the remaining CADD Reserve as soon as practicable and, in such event, the Trustee shall carry on no activities on behalf of the Trust except for the sole purpose of winding down the Trust’s affairs.
- NOTICE IN WRITING.
9.1 Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, or by email transmission, addressed to the parties as set out below and such notice shall be deemed to have been given as of the date so delivered or deposited in the mail or email, as the case may be:
To the Trustee:
777 8 Avenue SW, Suite 1920
Calgary, Alberta, Canada T2P 3R5
Attention: Legal Department
Email: legal@tetratrustcompany.com
or such other address as the Trustee may from time to time advise by notice in writing in accordance with this Article 9 (Notice in Writing).
- CONFIDENTIALITY.
10.1 Without prejudice to any right under the laws applicable to this Trust empowering the Trustee to refuse disclosure of any document, it is hereby declared that the Trustee shall not (unless compelled to do so by an order of a court) be bound to disclose to any person:
(a) any document disclosing any deliberations of the Trustee as to the manner in which the Trustee should exercise any power or Discretion conferred upon it by this Trust Indenture or disclosing the reasons for any particular exercise or non exercise of any such power or Discretion;
(b) any other document relating to the exercise or proposed exercise of any such power or Discretion (not being a deed or other written instrument which actually exercises or merely records the exercise of any such power or Discretion and not being legal advice obtained by the Trustee at the cost of the capital or income of the CADD Reserve); or
(c) any document relating to the formation of the Trust.
10.2 Except as is otherwise provided hereunder or by applicable law or as shall be necessary or desirable in connection with the administration of this Trust, the Trustee shall keep confidential all information regarding the state and amount of the CADD Reserve or the conduct of administration of this Trust.
10.3 The Trustee shall be entitled to pay out of the Trust Income any costs or liabilities incurred by it, whether in the course of litigation or defending against potential discovery proceedings in furtherance of its duties as stipulated in Section 10.1.
- POWER TO AMEND.
11.1 The Trustee shall have the power to alter, revoke, amend or add to any of the provisions of this Trust Indenture, including any Schedule hereto, for the following limited purposes:
(a) to remove any conflicts or other inconsistencies which may exist between any terms of this Trust Indenture and any provisions of any other document of the Trust or any provisions of any law or regulation applicable to or affecting the Trust;
(b) to make any change or correction in the Trust Indenture which is of a typographical nature or is required to cure or correct any ambiguity or defect or inconsistent provision, clerical omission, mistake or manifest error contained therein;
(c) to bring the Trust Indenture into conformity with: (i) applicable law; or (ii) current practice within the payment stablecoin industry, provided that any amendment contemplated by (ii) does not adversely affect the pecuniary value of the interests of the Beneficiary;
(d) to change the name of the Trust; or
(e) to provide added protection or benefit to the CADD Holders or the Beneficiary or the Trust.
11.2 Any proposed alteration, revocation, amendment, or addition shall not have effect if:
(a) such alteration, revocation, amendment or addition affects the beneficial entitlement to any amount ascertained and payable to the Beneficiary prior to the date of the alteration, revocation, amendment or addition;
(b) such alteration, revocation, amendment or addition would result in the revocation of the Trust;
(c) such alteration, revocation, amendment or addition would result in any part of the CADD Reserve being paid to the Settlor or any other contributor of property, within the meaning of the Income Tax Act, to the Trust at any time as a consequence thereof;
(d) the Deed of Variation whereby such alteration, revocation, amendment or addition is effected does not provide that the provisions of this Article 11 (Power to Amend) or provisions to the like effect shall apply to the trusts, terms and conditions upon which the CADD Reserve or the part the subject of such Deed of Variation are thenceforth held; or
(e) the Beneficiary has not previously approved and consented to the Deed of Variation whereby such alteration, revocation, amendment or addition is effected, which approval and consent must be evidenced by deed in writing executed by the Beneficiary and delivered to the Trustee.
11.3 The Trustee shall not alter, revoke, or add to any of the provisions of this Article 11 (Power to Amend) or the provisions of Sections 1.4 (Trust is Irrevocable), 3.1, or 7.8.
11.4 The Trustee shall exercise the power set out in Section 11.1 by deed in writing (the “Deed of Variation”), which may take the form of an amended and restated Trust Indenture or an amendment to this Trust Indenture which shall be endorsed or attached to this Trust Indenture and signed by the Trustee, and every such deed shall be sufficient evidence to any person having dealings with this Trust as to the fact to which it relates.
11.5 The powers granted by Section 11.1 are in derogation from any applicable statutory power whereby the trusts of this Trust or the trusts upon which the CADD Reserve or any part thereof from time to time held may be varied.
- GENERAL.
12.1 This Trust shall be interpreted and governed according to the laws of the Province of Alberta.
12.2 Any person dealing with this Trust may rely upon a copy of this Trust Indenture and of any notices or schedules endorsed thereon or attached thereto certified by the Trustee or the Trustee’s lawyer before a notary public to the same extent as they might rely on the original.