BLOOD TRIBE/KAINAI WWII BOMBING AND GUNNERY RANGE SPECIFIC CLAIM TRUST AGREEMENT

Transcription

1 BLOOD TRIBE/KAINAI WWII BOMBING AND GUNNERY RANGE SPECIFIC CLAIM TRUST AGREEMENT BETWEEN THE BLOOD TRIBE, AS REPRESENTED BY THE BLOOD TRIBE COUNCIL AND THE TRUSTEES

2 TABLE OF CONTENTS ARTICLE 1 - DEFINITIONS... 2 ARTICLE 2 - ESTABLISHMENT OF TRUST... 5 ARTICLE 3 - TRUST ACCOUNT... 5 ARTICLE 4 - USE OF TRUST PROPERTY... 6 ARTICLE 5 - ANNUAL PAYMENT... 6 ARTICLE 6 - TRUSTEES POWERS... 7 ARTICLE 7 - ENCROACHMENTS FOR COMMUNITY CAPITAL PROJECTS... 7 ARTICLE 8 - DUTIES OF TRUSTEES... 8 ARTICLE 9 - TRUSTEES... 9 ARTICLE 10 - REPLACEMENT AND RETIREMENT OF TRUSTEES... 9 ARTICLE 11 - CONDUCT OF MEETINGS...10 ARTICLE 12 - CONFLICT OF INTEREST...11 ARTICLE 13 - LIABILITIES OF TRUSTEES...11 ARTICLE 14 - AMENDMENTS...12 ARTICLE 15 - TERMINATION...12

3 BLOOD TRIBE/KAINAI WWII BOMBING AND GUNNERY RANGE SPECIFIC CLAIM TRUST AGREEMENT BETWEEN: THE BLOOD TRIBE, as represented by the Blood Tribe Council (hereinafter referred to as the Blood Tribe OF THE FIRST PART AND: ((hereinafter individually referred to as a Trustee and collectively referred to as the Trustees OF THE SECOND PART PREAMBLE WHEREAS: A. Her Majesty the Queen in Right of Canada, as represented by the Minister of Indian Affairs and Northern Development, (hereinafter Canada and the Blood Tribe entered into a Settlement Agreement dated for reference the day of, 2015 pursuant to which terms the settlement of the Blood Tribe s claim relating to the Blood Tribe/Kainai WWII Bombing and Gunnery Range (hereinafter the Claim are set out; B. Pursuant to the Settlement Agreement, Canada has agreed to pay to the Blood Tribe compensation in the amount of Five Million, Eight Hundred, & Sixty-Nine Thousand, Five Hundred and Seventy-Three Dollars ($5,869,573.00, all of which compensation is to be held in trust; C. The Blood Tribe, as Settlor, desires to establish a trust, to be known as the BLOOD TRIBE/KAINAI WWII BOMBING AND GUNNERY RANGE CLAIM TRUST, to receive and manage the compensation paid by Canada to the Blood Tribe pursuant to the Settlement Agreement for the benefit of the Blood Tribe, as Beneficiary; and D. By favourable Ratification Vote, the Blood Tribe confirms that it has approved the terms and conditions of this Trust Agreement and has authorized Blood Tribe Council to sign this Trust Agreement and related or subsequent documents. 1

4 NOW THEREFORE in consideration of the mutual promises contained in this Trust Agreement, the Parties agree as follows: ARTICLE 1 - DEFINITIONS 1.1 In this Agreement: (a (b (c (d Annual Income means all income for Canadian federal income tax purposes arising from the Trust Property in any Fiscal Year as determined in accordance with the Income Tax Act, realized by the Trust during any Fiscal Year, less Authorized Expenses, which amount shall become irrevocably payable to the Beneficiary as at March 31 in each year; Annual Payment means, in any Fiscal Year, an amount equal to the Annual Income; Authorized Expenses means the expenses reasonably incurred by the Trustees in carrying out the terms of this Agreement including, without limitation, reasonable remuneration to the Trustees for their services provided under this Agreement (but subject always to review by a court of competent jurisdiction, reimbursement to the Trustees in respect of expenses reasonably incurred by them in carrying out the terms of this Agreement, Trustees liability insurance and payment for the services of any elders, employees or any advisors hired by the Trustees including, without limitation, legal counsel, accountants and auditors, bookkeepers and investment advisors hired by the Trustees to assist the Trustees in carrying out the terms of this Agreement provided that in the first Fiscal Year or portion thereof that such expenses shall not exceed more than two (2% percent of the Trust Property and in subsequent Fiscal Years such expenses shall not exceed fifty (50% percent of the Annual Income during the previous Fiscal Year unless the written consent of the Blood Tribe Council has been first obtained in the form of a Band Council Resolution; Authorized Investments means the following types of investments which the Trustees are authorized to purchase with the Trust Property: (i debt instruments issued or guaranteed by the Government of Canada, a province in Canada or a municipality in Canada, or mutual or pooled funds investing in these debt instruments; (ii debt instruments issued or guaranteed by any Canadian Schedule 1 chartered bank or Canadian trust company including bankers acceptances, or mutual or pooled funds investing in these debt instruments; (iii mortgage backed securities guaranteed by the Government of Canada, an agency of the Government of Canada, or one of the chartered banks or trust companies, including mutual or pooled funds thereof investing in these securities; 2

5 (iv (v commercial paper issued by a corporations rated R-1 or A-1 by the Dominion Bond Rating Services or Standard and Poors Bond Rating Services, including mutual or pooled funds thereof investing in commercial paper; or corporate bonds rated BBB or better by the Dominion Bond Rating Services or Standard and Poors Bond Rating Services, including mutual or pooled funds thereof investing in these corporate bonds; (e (f (g (h (i (j (k (l (m (n (o Band Council Resolution means a written resolution of the Blood Tribe Council adopted at a duly convened meeting; Beneficiary means, the Blood Tribe, including all Members of the Blood Tribe on a collective and undivided basis and as represented by Blood Tribe Council; Blood Reserve means the Blood Indian Reserve No. 148 located in the Province of Alberta; Blood Tribe means the Blood Tribe which is a band within the meaning of the Indian Act; Blood Tribe Council means the duly elected Chief and Councillors of the Blood Tribe chosen according to the custom of the Blood Tribe, which is a council of the band within the meaning of the Indian Act; Blood Tribe Member means a person whose name appears or who is entitled to have their name appear on the Membership List; Canada means Her Majesty in Right of Canada, as represented by the Minister of Indian Affairs and Northern Development; Community Capital Project means one or more facilities for education, governance or other community purposes, that is on the Blood Reserve and is for the use and benefit of Blood Tribe Members, that is approved by Blood Tribe Council; Compensation means the sum of Five Million, Eight Hundred, & Sixty-Nine Thousand, Five Hundred and Seventy-Three Dollars ($5,869, to be paid by Canada to the Blood Tribe pursuant to the terms of the Settlement Agreement; Financial Institution means any bank, trust company or credit union that is authorized by law to accept deposits and which is supervised and regulated by the Superintendent of Financial Institutions as defined in the Office of Superintendent of Financial Institutions Act, RSC 1985, c. I-8 (3rd. Supp; Fiscal Year means such period of not more than twelve (12 months as may be established by the Trustees as the fiscal year for this trust provided that until otherwise established by the Trustees, the fiscal year shall terminate on the 31st day of March of each year; 3

6 (p (q (r (s (t (u (v (w (x (y (z Independent Trustee means a Trustee who is not a Blood Tribe Member and who is knowledgeable about business affairs; Indian Act means the Indian Act, RSC 1985, c. I-5, as amended from time to time; Membership List means a list of Blood Tribe Members that is maintained by the Blood Tribe in accordance with the Blood Tribe Membership Code, 2000; Negotiation and Ratification Costs means those direct costs incurred by the Blood Tribe to conclude negotiations with Canada on the Settlement Agreement and to prepare for and hold a ratification vote on the Settlement Agreement and Trust Agreement, to a maximum amount of $375,000.00, which amount shall be payable to the Blood Tribe upon deposit of the Compensation into the Trust Account; Parties means the Blood Tribe and the Trustees; and Party means either the Blood Tribe or the Trustees; Qualified Independent Auditor means a Chartered Accountant, Certified General Accountant, or a Certified Management Accountant licensed to practice in any province of Canada and who is not a Trustee or related by blood or marriage to a Trustee and is independent of Blood Tribe auditors; Ratification Vote means a vote on the Ballot Question concerning the Settlement Agreement and the Trust Agreement conducted in accordance with the Voting Guidelines; Settlement Agreement means the agreement between Canada and the Blood Tribe entitled the Blood Tribe/Kainai WWII Bombing and Gunnery Range Specific Claim, dated for reference the day of, 20, relating to Canada s leasing of approximately 55,000 acres on the Blood Reserve for a bombing and gunnery range during World War II without a valid surrender; Trust Account means the account opened or to be opened at a Financial Institution by the Trustees in trust for the Blood Tribe in accordance with this Trust Agreement; Trust Property means the Compensation once deposited by Canada into the Trust Account (which for greater certainty includes any and all Authorized Investment instruments in which the monies in the Trust Account may, from time to time, be invested by the Trustees as well as any additions or accruals thereto and also includes, without limitation, all Annual Income; Trustee means any one of the Trustees; (aa Trustees means, initially, those individuals who are signatories to this Agreement and who have been appointed to act as Trustee and thereafter 4

7 means individuals appointed subsequently or in substitution or replacement of the Trustees, one (1 of whom shall always be an Independent Trustee; (bb Voting Guidelines means those ratification guidelines listed in Schedule 1 to the Settlement Agreement; 1.2 In this Agreement the singular includes the plural and the masculine includes the feminine and vice versa. 1.3 Headings in this Agreement are inserted for reference only and shall not be used to construe the meaning of the Article they describe. 1.4 Terms in this Agreement have the same meanings as in the Settlement Agreement unless otherwise specified. ARTICLE 2 - ESTABLISHMENT OF TRUST 2.1 The Parties agree that the BLOOD TRIBE/KAINAI WWII BOMBING AND GUNNERY RANGE CLAIM TRUST is established pursuant to the terms of this Agreement upon the deposit of the Compensation by Canada into the Trust Account. 2.2 The Parties acknowledge and agree that Canada has no obligations or responsibilities with respect to this Agreement but Canada has the obligation under the Settlement Agreement to deposit the Compensation payable pursuant to the Settlement Agreement into the Trust Account at the direction and on behalf of the Blood Tribe as Settlor. 2.3 The Trustees agreed to accept and hold the Trust Property in trust for the Blood Tribe upon and subject to the trusts set out in this Agreement. 2.4 Subject to the terms of this Agreement, all beneficial right, title, interest and benefit in and to the Trust Property shall vest in the Blood Tribe. 2.5 Subject to the terms of this Agreement all legal right, title and interest and benefit in and to the Trust Property shall vest in the Trustees to be administered by the Trustees on behalf of the Blood Tribe according to the terms and conditions of this Agreement. ARTICLE 3 - TRUST ACCOUNT 3.1 Upon the signing of this Agreement by the Parties, the Trustees shall cause the Trust Account to be opened at the Financial Institution selected by the Blood Tribe. 3.2 The Trustees may transfer the Trust Property to a different Financial Institution provided that the Trustees give the Blood Tribe Council and the present Financial Institution thirty (30 days prior written notice of the intention of the Trustees to transfer the Trust Property. 5

8 ARTICLE 4 - USE OF TRUST PROPERTY 4.1 The Trustees shall receive, hold and use the Trust Property in trust for the benefit of the Blood Tribe and shall only deal with the Trust Property upon the following specific trusts: (a (b (c (d (e Subject to this paragraph 4.1, to prudently invest the Trust Property in Authorized Investments; To pay Negotiation and Ratification costs; To utilize the Trust Property for a Community Capital Project; To pay Authorized Expenses; and Disburse the Annual Income less Authorized Expenses to the Blood Tribe. 4.2 At no time shall any portion of the Trust Property be used for a per capita distribution by the Trustees to Blood Tribe Members, rather it is the intent that the Trust Property be utilized for a Capital Community Project that will be for the benefit of the Blood Tribe for many generations to come. 4.3 The Trustees shall be guided by the following principles when purchasing Authorized Investments: (a (b the Trustees primary concern shall be to preserve the value of the Trust Property; and the Trustees shall do whatever is legally possible to ensure that any Annual Income is protected from taxation. ARTICLE 5 - ANNUAL PAYMENT 5.1 At the end of each Fiscal Year, the Trustees shall retain the services of a Qualified Independent Auditor to calculate the Annual Income for the Trust for such preceding Fiscal Year. Upon completion of the said audit and the approval of same by the Trustees, the Trustees shall forthwith pay and transfer the Annual Payment, less the amount to be withheld for the payment of Authorized Expenses for such Fiscal Year, to the Blood Tribe. 5.2 If it is not possible or it is not in the Blood Tribe s best interests to transfer all of the Annual Income to the Blood Tribe, the Trustees shall issue an unrestricted demand promissory note to the Blood Tribe for the amount of the shortfall. Any amount represented by the promissory note shall be accepted by the Blood Tribe as absolute payment for the amount outstanding. 5.3 If at any time, or from time to time, the Blood Tribe determines that it is in the best interests of the Blood Tribe to lend a portion of the Annual Income received in a previous year back to the Trustees to hold as part of the Trust Property, the Trustees are hereby expressly permitted to receive such funds and to issue an unrestricted demand promissory note to the Blood Tribe for the amount of such 6

9 amount transferred to it. The terms of any such promissory note, including the term and interest rate, if any, shall be negotiated by the Blood Tribe and the Trustee acting reasonably. 5.4 Funds paid or payable by the Trustees are paid to the Blood Tribe as Beneficiary and therefore subsequent to such payment, such funds are not Trust Property and therefore the Trustees have no responsibility for the funds once paid to the Blood Tribe, rather same shall be governed by the financial policies and by-laws of the Blood Tribe. ARTICLE 6 - TRUSTEES POWERS 6.1 Subject to the terms of this Agreement, the Trustees are authorized and empowered to: (a (b (c (d (e (f appoint a Financial Institution to be the depository for the Trust Property and to make such arrangements governing banking procedures as they may from time to time deem advisable; sign all documents required by the Financial Institution or otherwise for the purpose of the proper and effective administration of this Agreement; retain, dismiss and replace independent advisors, including without limiting the generality of the foregoing, legal counsel, accountants, bookkeepers, investment advisors, financial advisors or other like professional persons or organizations to assist the Trustees in carrying out their responsibilities and obligations under this Agreement; retain, dismiss and replace any employees to assist the Trustees in carrying out their responsibilities and obligations under this Agreement; institute, prosecute and defend any suits or actions or other proceedings which may be necessary or advisable in the opinion of the Trustees for the preservation or protection of or realization of the Trust Property and may make applications to any Court of competent jurisdiction in respect of this Agreement; and make and amend from time to time, such rules, policies and guidelines that they deem appropriate and reasonable to govern their own administrative procedures provided that such rules, policies and guidelines shall not be inconsistent with this Agreement, or any provisions of this Agreement or any laws which govern trustees generally provided that, in the case of an inconsistency between the terms of this Agreement and any such rules, the terms of this Agreement shall prevail. ARTICLE 7 - ENCROACHMENTS FOR COMMUNITY CAPITAL PROJECTS 7.1 Subject to the provisions of this Article 7, in addition to the requisite payment of the Annual Payment, the Trustees are hereby authorized, empowered and directed to provide funds from the capital of the Trust Property to the Blood Tribe for the 7

10 purpose of carrying out a Community Capital Project in accordance with the following procedures: (a (b the Blood Tribe Council shall deliver to the Trustees a Band Council Resolution evidencing its authorization to proceed with the Community Capital Project; and the Trustees upon receiving the Band Council Resolution and being satisfied that the request for distribution is for and in respect of a Community Capital Project, shall arrange for the transfer of such funds to the Blood Tribe. ARTICLE 8 - DUTIES OF TRUSTEES 8.1 The Trustees shall maintain accurate records of all transactions affecting the Trust Property, including the expenditure and investment of any of the Trust Property and shall have prepared within ninety (90 days of the end of each Fiscal Year audited financial statements in accordance with Canadian generally accepted accounting principles, consistently applied. The Trustees shall have each of the financial statements audited by a Qualified Independent Auditor who shall provide a written report to the Trustees and the Blood Tribe Council forthwith upon completion of the audit of the financial statements. 8.2 The Trustees shall, upon completion of the audited financial statements, post a notice at the Blood Tribe s main administration office advising that the audited financial statements are completed and where a copy of these statements may be obtained by Blood Tribe Members. The Trustees shall provide a copy of the audited financial statements, at no cost to any Blood Tribe Member, upon request. 8.3 The Trustees shall provide Blood Tribe Council with a copy of the audited financial statements forthwith upon completion and a copy of all ledgers, registers, minutes of meetings of Trustees and documents or recordings of transactions affecting the Trust Property as and when so requested by Blood Tribe Council. 8.4 The Trustees shall: (a (b report to Blood Tribe Members annually on the administration and status of the Trust Property and the Trust generally; and attend meetings of Blood Tribe Council and meetings of Blood Tribe Members when requested by Blood Tribe Council. 8.5 The Trustees shall maintain all ledgers, registers, minutes of meetings of Trustees and any other documents or recording of transactions affecting the Trust Property on the Blood Reserve. 8.6 The Trustees shall make every effort to ensure that the Trust is administered in such a manner that income from the investment of the Trust Property is earned on a reserve. 8

11 ARTICLE 9 - TRUSTEES 9.1 There shall at all times be five (5 Trustees. Subject to paragraph 9.2, four (4 Trustees shall be members of Blood Tribe Council and one (1 shall be an Independent Trustee. A majority of the Trustees must be resident on a reserve. 9.2 The Blood Tribe Council shall appoint five (5 Trustees to be the original Trustees to serve the period of time remaining in the Blood Tribe Council term when the Trust is created and thereafter new Trustees shall be appointed within three (3 months of the beginning of each new Blood Tribe Council term as determined in accordance with the election of the Blood Tribe Council. The four (4 Trustees who are members of Blood Tribe Council just prior to the Blood Tribe Council election shall remain as Trustees, notwithstanding that they may no longer be members of Blood Tribe Council after the election, until their successors are appointed. 9.3 The following persons are disqualified from becoming a Trustee: (a (b (c (d a person who is less than twenty-one (21 years of age; a person who is found to be mentally incompetent by a court of competent jurisdiction; a person who has the status of bankrupt; or a person who is or has been convicted of an indictable offence under the Criminal Code (Canada. 9.4 At all times, except pending the filling of a vacancy, the majority of the Trustees must be resident on a reserve. 9.5 The Parties confirm that the Trustees who have signed this Agreement have been appointed in accordance with paragraph As a condition precedent to the appointment of each Trustee, the Blood Tribe shall obtain and at all times maintain a fiduciary bond from a surety company or insurance company acceptable to the Blood Tribe for an amount that is not less than the portion of the Trust Property then on deposit in the Trust Account, (which includes, for greater certainty, those funds invested in Authorized Investment instruments purchased utilizing funds from the Trust Account and all accrued interest thereon for the true and faithful performance of the Trustees obligations under this Agreement provided that the Blood Tribe Council, in its sole discretion, may by Band Council Resolution waive this requirement in respect of any particular Trustee. The cost of such bonding, if any, is payable from the Trust Property as an Authorized Expense of the Trust. ARTICLE 10 - REPLACEMENT AND RETIREMENT OF TRUSTEES 10.1 Subject to paragraph 10.3, a Trustee shall serve until: (a he dies or resigns; 9

12 (b he becomes disqualified under paragraph 9.3; (c (d his term expires; or he fails, after receipt of appropriate notice thereof, without a legitimate cause, to attend three (3 consecutive meetings of the Trustees If a vacancy occurs among the Trustees, it shall be filled by Blood Tribe Council as soon as reasonably possible, but in any event at the next meeting of Blood Tribe Council. Such Trustee shall serve for the Trustee who has resigned, become disqualified by virtue of paragraph 9.3 or has been deemed to have vacated his office by virtue of paragraph If at any time, a Trustee, who was resident on a reserve moves off the reserve and is therefore no longer considered to be resident on a reserve and if because of this, the majority of the Trustees are not resident on a reserve, then the Trustee who is no longer resident on a reserve shall be deemed to have resigned as a Trustee and the Blood Tribe Council shall replace the Trustee with a new Trustee who is resident on a reserve. ARTICLE 11 - CONDUCT OF MEETINGS 11.1 The conduct of all meetings of the Trustees shall be governed by the following rules: (a (b (c (d (e (f each Trustee shall be given notice of each meeting of the Trustees; a majority of the Trustees must be present at meetings of the Trustees in person or attending by telephone or other communication facility which permits each such Trustee to communicate with all of the other Trustees at the meeting; the Trustees shall appoint from amongst themselves a chairperson. If the chairperson is not present at the meeting or is unable or unwilling to act as chairperson then the Trustees shall appoint an acting chairperson for that meeting; except as specifically otherwise provided or required herein, all decisions and actions of the Trustees shall be in accordance with majority vote of the Trustees; the chairperson shall not be entitled to vote on any resolutions, however in the case of a tie, the chairperson or the acting chairperson shall cast a deciding vote; and minutes of decisions taken at all meetings of Trustees shall be recorded and such record shall be circulated to each Trustee and signed by the chairperson. 10

13 ARTICLE 12 - CONFLICT OF INTEREST 12.1 Except as provided in this Agreement, a Trustee who: (a (b is a party or related by blood or marriage to a party to a material contract or proposed material contract of the Trustees entered into or to be entered into in accordance with the terms and conditions of this Agreement; or is a director, an officer or a principal related by blood or marriage to any person who is a director, an officer, or a principal in any corporation, business or partnership, which is a party to a material contract or proposed material contract with the Trustees entered into or to be entered into in accordance with the terms and conditions of this Agreement, shall disclose in writing to the other Trustees, or shall request to have entered in the minutes of meetings of Trustees, the nature and extent of such Trustee s relationship and extent of his or her interest The disclosure required of a Trustee by paragraph 12.1 of this Agreement shall be made: (a (b (c (d at the meeting at which a proposed material contract is first considered by the Trustees; if the Trustee was not then interested in a proposed material contract, at the first meeting after he becomes so interested; if the Trustee becomes interested after a material contract is made, at the first meeting after he becomes so interested; or if a person who is interested in a material contract becomes a Trustee subsequent to the signing thereof, at the first meeting after he becomes a Trustee A Trustee described in paragraph 12.1 shall not take part in any discussions or deliberations concerning any such material contract and shall not vote or try to influence any other Trustee in any way on any resolution to approve the same A material contract is neither void or voidable by reason of a relationship contemplated in paragraph 12.1 or by reason only that a Trustee with an interest in the material contract is present at, or is counted to determine the existence of a quorum at, a meeting of Trustees that authorized or approved the material contract if the Trustee disclosed his or her interest in accordance with paragraphs 12.1 and 12.2, as the case may be, and the material contract was approved by the Trustees and was reasonable and fair to the Blood Tribe at the time the material contract was approved. ARTICLE 13 - LIABILITIES OF TRUSTEES 13.1 Without limiting the powers granted herein, a Trustee shall not be liable or accountable for: 11

14 (a (b any loss or damage resulting from the exercise of the discretion or the refusal to exercise a discretion either alone or together with the other Trustees; or any loss of Trust Property; provided that the Trustee in exercising his powers and discharging his duties: (c (d (e acts honestly and in good faith with a view to the best interest of the Trust; exercises the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and does not act for his own personal benefit The Trustees may act on the opinion or advice of or information obtained from any solicitor, accountant, financial advisor, banker or other advisor but shall not be responsible for any loss occasioned by so acting or by not so acting as the case may be, so long as their decision to so act or not to so act was otherwise reasonable in the circumstances. ARTICLE 14 - AMENDMENTS 14.1 The provisions of this Trust Agreement, with the exceptions of paragraphs 4.1, 4.2 or 4.3, may be amended by written agreement between the Blood Tribe Council and the Trustees, provided that the signing and delivery of any such amending agreement shall not be effective until approved by Blood Tribe Members in accordance the Voting Guidelines and the approval threshold set out in subsection 5.1(b of the Settlement Agreement. ARTICLE 15 - TERMINATION 15.1 This Trust Agreement shall not be terminated for a period of ten (10 years from the Effective Date subject to paragraphs 15.2, 15.3 and This Trust Agreement shall terminate upon the distribution of all of the Trust Property in accordance with the terms of this Trust Agreement Subject to paragraphs 15.1, 15.2 and 15.4, the Blood Tribe/Kainai WWII Bombing Gunnery Range Trust may be terminated upon the following conditions having first been met: (a (b (c Blood Tribe Council shall prepare a plan indicating how the Trust Property shall be resettled or transferred for the use and benefit of the Blood Tribe; the plan shall be approved by Blood Tribe Members in accordance with the Voting Guidelines and the approval threshold set out in subsection 5.1(b of the Settlement Agreement; and upon receipt of a Band Council Resolution advising the Trustees of the approval of the plan for use of the Trust Property in accordance with 12

15 paragraph 15.3(b, the Trust Property shall be transferred by the Trustee pursuant to the provisions of the plan Subject to earlier termination of this Trust Agreement pursuant to paragraph 15.3, the Blood Tribe/Kainai WWII Bombing Gunnery Range Trust shall terminate and the Trust Property then remaining shall, after the payment of outstanding Authorized Expenses, be paid or transferred to the Blood Tribe. IN WITNESS WHEREOF the Parties hereto have signed this Agreement as of the date and year first above written. SIGNED on behalf of the Blood Tribe by the Chief and Councillors of the Blood Tribe in the presence of: Signature: Name of Witness: Address: (As to all signatures Date: Per: Per: Per: Per: Per: Per: Per: Per: Per: Per: Per: Per: Per: THE BLOOD TRIBE Chief Charles Weasel Head Councillor Frank Black Plume Councillor Al Black Water Councillor Dexter Bruised Head Councillor Mike Bruised Head Councillor Kyla Crow Spreads His Wings Councillor Myron Eagle Speaker Councillor Dorothy First Rider Councillor Nolan Little Bear Councillor Lance Tail Feathers Councillor William Wadsworth Councillor Marcel Weasel Head Councillor Franklyn White Quills 13

16 SIGNED by the Trustees in the presence of: Signature: Name of Witness: Address: (As to all signatures Date: Per: Per: Per: Per: Per: TRUSTEES Trustee Trustee Trustee Trustee Trustee 14