Declaration of Trust of the University of Guelph Heritage Fund

THE DECLARATION OF TRUST

HERITAGE FUND

(Approved: Board of Governors, June 27 1991; Amended - January 13, 2010; April 17, 2013)

WHEREAS through the generosity of its friends and benefactors the University of Guelph (the "University") has acquired the real property (the "Real Property") described in Schedule "A" hereto;

AND WHEREAS it is desired to enhance and perpetuate the benefits that the University may obtain from its ownership of the Real Property;

AND WHEREAS for such purpose and the advancement of the objects of the University it is desired to segregate, preserve and administer the net revenues from, and the net proceeds of dispositions of, the Real Property in a permanently endowed trust (the "University of Guelph Heritage Fund");

AND WHEREAS it is anticipated that other assets will be transferred to the University of Guelph Heritage Fund from time to time;

NOW THEREFORE IT IS HEREBY DECLARED AND RESOLVED that the Real Property shall be held by the University IN TRUST to be dealt with in accordance with the provisions of the Declaration of Trust set out in Schedule "B";

SCHEDULE "B"

DECLARATION OF TRUST

ARTICLE I

INTERPRETATION

1.1    Definitions

In this Declaration of Trust, the following words and expressions shall have the following meanings unless the context otherwise requires:

(a)    "Board" shall mean the Board of Governors;

(b)    "Consumer Price Index" shall mean the Consumer Price Index (All Items) for Canada published by Statistics Canada or, in the event that publication thereof is discontinued, such index as the Board may determine to be of similar or like effect;

(c)    "Fund" shall mean the University of Guelph Heritage Fund and shall consist of the accumulated Net Annual Proceeds from the Real Property and all other property designated by the Board, or otherwise to be administered by the Trustees as part of the capital or income of the Fund, pursuant to this Declaration of Trust whether as additions or accretions to the Fund or as proceeds of disposition, income, rent, interest, other gains, profits or otherwise and any investments made with any of the foregoing;

(d)   "Investment Return" of the Fund or of any property shall, subject to sections 2.7 and 2.8, mean the annual investment income, including realized and unrealized investment gains, net of losses, of the Fund or of such property as the case may be;

(e)   "Net Annual Proceeds" shall mean the University's annual revenues and proceeds of disposition from the Real Property and from any other property whose Net Annual Proceeds shall be designated by the Board pursuant to section 2.4 and shall include rents, realized capital gains and other proceeds of disposition less direct costs and allocated expenses of the Real Estate Division of the University;

(f)   "Net Real Investment Return" for each year shall mean the amount obtained by deducting from the average of the Investment Return of the Fund for the year and for each of the four immediately preceding years, the amount, if any, required in the judgment of the Trustees to maintain the value of the Fund as of the end of the year having regard to the increase, if any, in the Consumer Price Index throughout the year and in each previous year since the creation of the Fund plus an amount equal to the aggregate of all of the expenses of administering the Fund for the year provided that, during the first four years of the Fund's existence, the Net Real Investment Return shall be determined as aforesaid on the basis of the average of the Investment Return for the particular year and for each previous year since the creation of the Fund;

(g)   "property" and "real property" shall have the meanings set out in the University of Guelph Act, 1964 (Ontario); and

(h)    "Trustees" shall mean the committee of the Board of Governors composed and appointed in accordance with Article III.

ARTICLE II

ENDOWMENT

Subject to sections 2.5, 2.7 and 4.2, and Article V, the capital of the Fund shall be retained by the University in trust to be invested and reinvested in perpetuity pursuant to section 4.1.

2.2    Initial Composition of the Capital of the Fund

The capital of the Fund shall initially consist of the Net Annual Proceeds from the Real Property.

2.3    Inclusion of Real Property in Capital

The Board may by resolution from time to time designate that all or any part of the Real Property shall be included in the Fund and the property so designated shall thereafter be administered as part of the capital of the Fund by the Trustees pursuant to this Declaration of Trust.

2.4    Inclusion of Other Designated Property in Capital

The Board may by resolution from time to time designate any property, or the Net Annual Proceeds thereof, to be included in the Fund and such property, or such Net Annual Proceeds, shall thereafter be administered as part of the capital of the Fund by the Trustees pursuant to this Declaration of Trust.

2.5    Term of Designations

Any property designated by the Board pursuant to section 2.3 or 2.4 may be designated permanently, for a fixed term of years or subject to withdrawal at any future time or times pursuant to a resolution of the Board.

Any property accepted by the University as an accretion to the Fund by way of a gift, devise or bequest that is not subject to any restrictions or specific trusts or conditions imposed by the donor shall be administered as part of the capital of the Fund by the Trustees pursuant to this Declaration of Trust.

2.7    Restricted Gifts to the Fund

Any property accepted by the University as an accretion to the Fund by way of a gift, devise or bequest that is subject to restrictions or specific trusts or conditions imposed by the donor shall be administered in accordance with such restrictions, specific trusts or conditions and shall be accounted for separately and neither the value of such property nor the Investment Return therefrom shall be included for the purpose of determining the Investment Return of the Fund and the Net Real Investment Return unless such restrictions, specific trusts or conditions are consistent with such an inclusion.

2.8    Illiquid Property

Any property, other than property referred to in section 2.7, that is designated by the Board or accepted by the University for inclusion in the Fund pursuant to this Declaration of Trust and that, at the time of such receipt, is neither cash nor property that would qualify as an investment pursuant to the investment principles, policies and guidelines then in force pursuant to section 4.5 shall be administered as part of the capital of the Fund but shall be accounted for separately and no amount representing all or part of the value of such property or of the

Investment Return therefrom shall be included for the purpose of determining the Investment Return of the Fund, and the Net Real Investment Return, until the commencement of the first fiscal year of the Fund after such amount has been received by the Trustees for investment as aforesaid.

The Fund shall be administered by the Trustees for the benefit of the University in accordance with the provisions of this Declaration of Trust.

ARTICLE III

APPOINTMENT, TENURE AND REMOVAL OF TRUSTEES

3.1    The Committee of the Board

The Trustees shall be a committee of the Board.

3.2    Number

There shall be not less than seven (7) nor more than nine (9) Trustees at any time.

3.3    Ex Officio:  The President

The President shall be one of the Trustees.

3.4    Ex Officio:  Chair of the Board

The Chair of the Board shall be a Trustee unless unable or unwilling to serve.

3.5    Other Trustees

The other Trustees shall be appointed by the Board subject to the requirement that not more than one-third of the Trustees shall be members of the Board or employees of the University.

3.6    Term of Appointment

Except in the case of the initial appointment of Trustees, the Trustees who are not members of the Board or employees of the University shall be appointed for a three-year term renewable subject to the specific needs of the Board at that time.  For the purpose of ensuring continuity, the initial appointment of any such Trustee may be for a term of less than three years.

3.7    Chair and Vice-Chair of Trustees

The chair and any one or more vice-chairs of the Trustees may be appointed and replaced by the Board from time to time from among the Trustees.

3.8    Retirement

Any Trustee may retire after giving thirty days notice in writing to the Board.

3.9    Removal of Trustees

Notwithstanding any of the foregoing provisions of this Article III, the Board shall have power to remove and replace any of the Trustees, other than a Trustee who is the President or the Chair of the Board, at any time for any reason.

3.10   Committees

The Board may at any time or times constitute committees of the Trustees with such functions, terms of reference and membership (including one (1) or more Trustees and , in the discretion of the Board, one (1) or more individuals who are not Trustees) as the Board shall designate and may reconstitute or dissolve any such committees.

ARTICLE IV

POWERS AND RESPONSIBILITIES OF TRUSTEES

4.1    Investment

The Trustees shall invest the Fund and keep the same invested in investments approved by the Board pursuant to section 4.5 subject to the power of the Board to direct from time to time that any part of the Fund shall be applied to the acquisition of other property, whether income-producing or otherwise, or that any property be retained in the form in which it may be at the time it is designated for inclusion in the Fund pursuant to Article II.

4.2    Distributions

In each year, 90% of the Net Real Investment Return shall be available for distribution and application by the Board for such purposes and projects that will advance the objects of the University as may be designated by the Board after consultation with the Trustees and the remaining part, if any, of the investment Return of the Fund, net of the expenses of administering the Fund, for the year shall be retained as capital of the Fund.

4.3    Carry-Forward of Distributable Amounts

If, in any year, the full amount of available for distribution pursuant to section 4.2 is not distributed, the undistributed part of that amount, together with the part of the Investment Return attributable to the amount, shall be available for distribution and application in subsequent years except to the extent that the Board may direct that all or any part of such amount shall be re-invested and retained as part of the Fund.

4.4    General Powers of Trustees

The Trustees shall have all powers, rights and authorities necessary or desirable to enable them to administer and invest the Fund and to perform their responsibilities under this Declaration of Trust including, without restricting the generality of the foregoing, full power and authority:

(a)    to sell for cash or on credit, exchange for other securities and other investments, convert, transfer, or otherwise dispose of any securities and other investments forming part of the Fund at any time by any means considered reasonable by the Trustees in their discretion and to receive the consideration price and grant discharges therefor;

(b)    to exercise any conversion privileges, subscription rights, warrants or other rights or options available in connection with any investments at any time forming part of the Fund and to make payments incidental thereto;

(c)    to consent to or otherwise participate in, the reorganization, consolidation, merger or re-adjustment of the finances of any corporation, company or association or to consent to, or otherwise participate in, the sale, mortgage, pledge or lease of the property of any corporation, company or association, any of the securities of which may at any time form part of the Fund;

(d)    to vote in respect of any investments which may form part of the Fund at any time and similarly to exercise any right appurtenant to any investments or other property forming part of the Fund at any time;

(e)    to renew or extend participation in the renewal, modification or extension of any security upon such terms as may be deemed advisable and to waive any default whether in the performance of any covenant or condition of a security or in the performance of any guarantee;

(f)     to register in the name of the University any investments or other property forming part of the Fund or in the name of a nominee or custodian, who may be a corporation authorized under the laws of any of the provinces of Canada to carry on the business of a trust company or any other person, with or without the addition of words indicating that the same are held in a fiduciary capacity and to deposit any investments or other property or the certificates or documents of title thereto with any such custodian;

(g)    to make, execute, acknowledge and deliver any and all deeds, contracts, waivers, releases or other documents of transfer and any and all other instruments in writing necessary or proper for the accomplishment of any of the powers herein granted;

(h)    to appoint, consult, delegate to or obtain assistance from any University personnel, governors, and Board committees or subcommittees, or from any agents, counsel or advisers, including investment counsel, investment advisers or actuaries as, in the discretion of the Trustees, shall be deemed reasonable for the purpose of discharging the duties and exercising the powers of the Trustees hereunder and, in the case of such any agents, counsel or advisers, to agree upon the remuneration payable to any such agent, counsel or adviser;

(i)     to pay out of the capital or the income of the Fund all reasonable expenses, including commissions on the purchase or sale of investments, incurred in the administration of the Fund;

(j)     to make proposals or recommendations to the Board with respect to any matter affecting or connected with the management, administration or distribution of the Fund; and

(k)    in exercising any of their powers and responsibilities pursuant to this Declaration of Trust, to bind the University.

4.5    Exercise of Powers and Responsibilities

In exercising their powers and responsibilities under this Declaration of Trust, the Trustees shall act in accordance with principles, policies or guidelines set out in resolutions or By-laws of the Board from time to time and periodically, and not less than annually, shall submit to the Board for its approval proposed principles, policies and guidelines relating to the investment and administration of the Fund and the distributions to be made therefrom.

4.6    Trustees to act Gratuitously

No Trustee shall be entitled to receive remuneration for accepting the office of Trustee or for performing any of the responsibilities and powers of a Trustee pursuant to this Declaration of Trust provided that, notwithstanding the foregoing, any Trustee may be exonerated or reimbursed out of the Fund for all reasonable expenses, including travelling expenses, incurred in connection with the performance of any such responsibilities and powers.

4.7    Powers of the Board

For greater certainty, the Board may make By-laws not inconsistent with this Declaration of Trust for the purpose of regulating the exercise of any of its powers and responsibilities hereunder or with respect to any other matter relating to the appointment, tenure, removal, meetings, procedures or conduct of the Trustees or of any committees of the Trustees or relating to the exercise of any of the powers and responsibilities of the Trustees under this Declaration of Trust.

ARTICLE V

AMENDMENT

5.1    Fundamental Amendments

Amendments to this Declaration of Trust that would have the effect of terminating the Fund, reducing the amount, value or percentage of the Fund, or of the Net Real Investment Return, required to be retained by the Trustees in each year, or amending this Article V, may be made only by a resolution passed by a two-thirds majority of all of the Trustees that is confirmed by resolution of the Board passed by a two-thirds majority of all of its members and approved on an application to the Ontario Court of Justice.

5.2    Other amendments

Amendments to this Declaration of Trust, other than those referred to in section 5.1 may be made at any time by a resolution passed by a two-thirds majority of all of the Trustees that is confirmed by a resolution passed by a two-thirds majority of all of the members of the Board.

5.3    Changes in Laws or Government Practices

Notwithstanding the provisions of sections 5.1 and 5.2 the Board may at any time or times amend any provision of this Declaration of Trust for the purpose of complying with, or accommodating changes in, any applicable laws or administrative practices or directives of government agencies.

ARTICLE VI

ACCOUNTS, RECORDS AND AUDIT

6.1    Accounts and Records

The Trustees shall keep such books, records and accounts as are necessary and appropriate to document the Fund and all distributions therefrom and transactions relating thereto.

6.2    Annual Report to the Board

The Trustees shall present to the Board an annual report of the investment and management of the Fund and all distributions and disbursements made by the Trustees.

6.3    Other Reports