TD Wealth Private Trust Summary of the Okikendawt Hydro Trust presented to: The Dokis First Nation Presented By: Heather Richardson & Domenic Natale Tuesday, August 4th, 2015

Agenda TD Bank introductions and Opening Remarks Overview of the Ownership Structure The Okikendawt Hydro Trust - Overview Trust Distribution Purposes Okikendawt Trust Agreement - Specifics Questions 2

TD BANK GROUP TD Bank is the highest rated Bank by Moody's in Canada and ranks as one of the top 10 banks in North America with $1 Trillion in assets as of April 30, TD Bank is committed to being the Bank and Employer of choice for Aboriginal Peoples in Canada. We direct our community investments towards areas that are important to Aboriginal Communities. We believe in partnerships and working together to build capacity and wealth in Aboriginal Communities across Canada. What Makes Us Different? – Our Passion to provide legendary client experiences – Strength and skill of our People – Strength of our Organization 3

Okikendawt Hydro Project Ownership Structure 40% to Migisi Hydro LP The Okikendawt Limited Partnership (LP) - 60% ownership - owns and operates project (Hydromega Services Entity) The Okikendawt Hydro Project Migisi Development Corporation - 40 % ownership - Okikendawt Hydro Trust (for benefit of Dokis First Nation) 4

Okikendawt Hydro Trust The Settlor Provides the funds to be placed in the Trust Dokis First Nation The Trust Property Money or other assets held in Trust The Trustees Protect and Manage the Trust The Beneficiaries Entitled to all Benefit from the Trust Dokis First Nation The Trust Agreement Rules and Intent of the Trust 5

Trust Distribution Purposes Okikendawt Hydro Trust benefits Dokis First Nation Community Infrastructure i.e. Land Acquisition Economic Development i.e. Recreational Facility Health & Welfare i.e. Medical Clinic Reserve Account i.e. Future and Extra Project Funding 6

Recitals - ( Preamble -Whereas)  The Dokis First Nation establishes the Okikendawt Hydro Trust which will own 40% interest in the Okikendawt Hydro Project through its wholly owned corporation Migisi Development which in turn owns 40,000 units of the Okikendawt Limited Partnership.  Hold and invest the Band's share of the net earnings from the Hydro Project for the long term benefit of its members.  The Trust shall be governed independently of Chief and Council and shall be administered by elected Community Trustees subject to the terms established together with a Corporate Trustee. 7

Definitions - Clauses – 2(i) – (xxv) Specific terms are referenced throughout the Trust Agreement are typically defined at the beginning of the Trust Agreement. The clause in which the term appear will show how the definition is used:  Authorized Expenses  Authorized Investments  Beneficiary  Income  Community Trustees  Corporate Trustee 8

Definition of Trust Property - Clause 4  Will consist of units of Migisi Development Corp.  Hydro Project Earnings  Trust Reserve Account  Any investments purchased with the funds inside those accounts  All income earned by the investments inside those accounts  Any other property agreed upon by the Trustees 9

Purposes and Uses of the Trust - Clauses 6 & 7.3  To be used to fund qualifying projects and/or transfer of funds to the Reserve Account at the discretion of the Trustees  Project Purposes are defined as:  Community Infrastructure  Economic Development  Health and Welfare 10

Project Requests and Disclosure Requirements - Clauses 7.4 – 7.7 Council provides funds to all approved Applicants Material returned to Council with explanation as to why denied NO Trustees review all Requests to ensure complete & authorized Requested funds released to Council YES Council reviews all material. Approved applications are forwarded to the Trustees Applicants submit applications to Council Trustees advise Council of available funding 11

Trust Reserve Account - Clause 7.8 – 7.11  At the discretion of the Trustees to allocate funds to the Reserve Account  Funds to be used for long term benefit of the Band  Trustees can access for financing projects too expensive to be fully funded by the Hydro Earnings Account  Can be for purposes outside of those outlined in

Powers of Trustees – Clause 10  Initiate or defend legal proceedings  Settle a claim against the Trust or Trustees  Hire agents as and when required  Pay Authorized Expenses  Reimburse Community Trustees for all reasonable expenses and per diem compensation for meetings. 13

Investment Provisions - Clause 11  Council approves and directs the hiring of Investment Counsellor(s) to manage the assets of the Trust, through completion of a resolution  The Trustees carry out the actual hiring, based on Council’s decision.  Investments to be managed on a discretionary basis and in accordance with Schedule "A" of Authorized Investments 14

Duties of Trustees - Clause 13  Maintain accurate records of all Trust activities  Audited financial statements to be prepared each year and made available to the Community.  Provide Chief and Council with an annual report on the investments – to be made available to the Community  Meet with Chief and Council - minimum of two times a year.  Ensure the Trust Property is invested in accordance with the Investment Policy  Ensure funds are disbursed only for the authorized purposes  Keep minutes of all Trustee Meetings  Trustees may not benefit personally from their activities as a Trustee 15

Trustees - Clause 9  Minimum 3 Trustees and Maximum 6 Trustees including the Corporate Trustee  Initial Trustees to be elected at a General Meeting of the Dokis First Nation  For Succeeding Community Trustees Council will invite submissions and shall submit names of qualified applications to the Band for election  Trustees shall serve staggered terms to allow for cross training and capacity building  Community Trustee shall be Band Members and at least 1 must be female and 1 must be under the age of 26 years. 16

Trustees – Clause 9 (con’t)  Council and Band have the flexibility to elect one non Band member as Trustee if they feel that individual's particular area of expertise will be of benefit to the Trust.  Community Trustees shall be elected for a period of 5 years and may be re elected  Appointed Trustees must agree in writing to become a Trustee and shall be bound by the terms and condition of the Trust Agreement.  All Appointed Trustees shall within 6 months undergo a training course offered by the NATOA with costs to be paid from the Hydro Project Earnings Account. 17

Trustee Meetings - Clause 14  Meetings to be held at least 4 times in the calendar year.  10 business days written notice is required.  A quorum for Trustee meetings is 3 Trustees, including the Corporate Trustee. (option to attend in person or by conference call)  All decisions are to be made by a majority of the Trustees with the Corporate Trustee always forming part of the majority.  A chairman is to be selected at the first meeting of the calendar year by consensus of the Trustees. Chairman appointed has the ability to call meetings and also has the deciding vote.  Written Minutes shall be kept for each meeting and signed by the Trustees present and copy provided to Chief and Council. 18

Compensation - Clause 10 (f)  Community Trustees may be reimbursed for all reasonable expenses incurred related to Trustee Meetings.  Community Trustees are entitled to per diem compensation for Trustee Meetings subject to review and approval by Council or Members of the Band at a general meeting.  The Corporate Trustee is compensated based on the terms of a Service Fee Agreement – Schedule “E”.  Individual trustees cannot provide and be paid for other professional services for the Trust. 19

Trustee Liability - Clause 20  As long as a Trustee acts in good faith and exercises care and diligence by following the terms of the Trust with respect to all business and decisions of the Trust – they will not be held liable for any losses that the Trust may incur.  A Trustee will be fully indemnified out of the Trust Property for any actions …excepting a claim or loss arising from the willful fraud, wrongdoing or gross negligence … 20

Resignation, Removal & Replacement of Trustees - Clauses 15 & 16 Community Trustees:  Hold office until the end of appointment unless terminated soon by Council Resolution due: i)Death ii)Resignation iii)Becoming bankrupt or are convicted of indictable offence iv)Deemed to be incompetent v)Miss 3 meetings in a row. Corporate Trustee:  Can be removed by Council, on 14 business days notice.  Can resign on 90 business days notice. Council:  Responsible for appointing any replacement Trustees. 21

22 Thank you We are honoured to act as your Corporate Trustee