Maple Leaf Short Duration 2016 Flow-Through Limited Partnership - Quebec Class

  • Date: 2016-02-25

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CUSTODIAN AGREEMENT THIS CUSTODIAN AGREEMENT made on the 15th day of January, 2016. BETWEEN:

MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH LIMITED PARTNERSHIP (hereinafter called the "Partnership"), a limited partnership organized under the laws of the Province of British Columbia, by its manager, CADO INVESTMENT FUND MANAGEMENT INC. (the "Manager") OF THE FIRST PART

AND:

RBC INVESTOR SERVICES TRUST, a trust company continued under the laws of Canada (the "Custodian")

OF THE SECOND PART WHEREAS the Partnership is a partnership formed under laws of British Columbia pursuant to a partnership agreement between Maple Leaf Short Duration 2016 Flow-Through Management Corp. (the "General Partner"), and certain limited partners dated as of December 10, 2015 (the "Partnership Agreement");

AND WHEREAS the General Partner, as permitted by the Partnership Agreement, entered into a management agreement with the Manager, dated January 14, 2016 (the "Management Agreement") and delegated to the Manager its responsibilities to direct the business and affairs of the Partnership, including the negotiating of contracts with third party service providers, including, inter alia, custodians; WHEREAS the Manager wishes to appoint the Custodian to act as custodian of the Property credited from time to time to Accounts maintained for the benefit of the Partnership, and to provide safekeeping and custodial services in respect of such Property; AND WHEREAS the Custodian is willing to act as custodian for the Partnership and to provide safekeeping and custodial services in respect of the Property pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties) it is agreed by and between the parties as follows:

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SECTION 1 DEFINITIONS

1.1

Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the meanings ascribed to them below: (a)

"Account" means one or more securities accounts in the name of the Partnership maintained with the Custodian as a Securities Intermediary, to which Property held hereunder may be credited;

(b)

"Affiliate" shall have the meaning set out in the Canada Business Corporations Act, and any successor legislation thereto as amended and in effect from time to time;

(c)

"Agent" means any agent (excluding the Agent Lender), service provider, advisor, or other entity appointed by the Custodian to assist in providing services under this Agreement, and includes, where applicable, Affiliates and subsidiaries of the Custodian;

(d)

"Agent Lender" means RBC Investor Services Trust or any of its Affiliates, and their respective successors and assigns in its or their capacity as agent lender for the Manager on behalf of the Partnership, under a securities lending agreement;

(e)

"Applicable Law" means any existing or future laws, regulations, policies or orders made and promulgated under statutory authority by any Canadian governmental or regulatory body, commission or agency, as applicable in the context, all as the same may be amended from time to time, including without limitation, Securities Legislation and the Tax Act;

(f)

"Business Day" means any day on which The Toronto Stock Exchange is open for business;

(g)

"Contractual Settlement Date" means: (i)

with respect to the purchase or sale of any security, the date the parties have contracted to settle the trade;

(ii)

with respect to the purchase or sale of any short term money market investments, the date specified by the Manager at the time at which it gave instructions to the Custodian;

(iii)

with respect to the maturity of a security, the maturity date; and

(iv)

with respect to interest and dividend payments, the due date established by the payor;

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(h)

"Corporate Action" means any conversion privileges, subscription rights, warrants or other rights or options available in connection with any securities which form part of the Property, including those relating to the reorganization, recapitalization, takeover, consolidation, amalgamation, merger, liquidation, filing for or declaration of bankruptcy, plans of arrangement of any corporation or association;

(i)

"Depository" means any authorized domestic or foreign depository or clearing or settlement agency or system, including a transnational book-based system, and shall include CDS Clearing and Depository Services Inc. and the Depository Trust Company and their respective successors and assigns;

U)

"Direction" means any directions, notices, requests, instructions and any other communication of the Manager or any Investment Manager given to the Custodian in accordance with Section 8 and "Direct" means to give a Direction;

(k)

"Investment Manager" means any person or entity designated by the Manager pursuant to Section 4.6;

(l)

"Obligations" means collectively all of the obligations, liabilities and indebtedness of the Manager and the Partnership to the Custodian from time to time, whether present or future, absolute or contingent, liquidated or unliquidated, of whatsoever nature or kind, in any currency or otherwise, including without limitation any unpaid fees, disbursements and expenses, and any indemnification and overdraft amounts, arising pursuant to this Agreement and under any transaction or arrangement entered into in connection herewith or otherwise with or for the benefit of the Pmtnershipincluding any foreign exchange or similar transaction however defined and documented including under any ISDA Master Agreement or similar document, any securities lending transactions, and any administrative services provided by the Custodian in any capacity;

(m)

"PPSA" means the Personal Property Security Act (Ontario) and any successor legislation thereto as amended and in effect from time to time;

(n)

"Property" at any time, means any property of the Partnership (including all assets, securities, cash (including any free credit balances), currencies, and all rights thereto) paid or delivered by the Manager to, and accepted by, the Custodian from time to time for credit to an Account, and any additions thereto, substitutions, proceeds, income, accretions, earnings and profits thereon, less any authorized payments therefrom; all such Property held by the Custodian in an Account shall be treated as "financial assets" under the STA;

(o)

"Securities Intermediary" shall have the meaning set out in the STA;

(p)

"Securities Legislation" means any existing or future securities laws, regulations, rules, instruments, policies or orders made and promulgated under statutory authority by any Canadian governmental or regulatory body, commission or agency, as applicable in the context, all as the same may be amended and updated from time to time;

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(q)

"STA" means the Securities Transfer Act, 2006 (Ontario) and any successor legislation thereto as amended and in effect from time to time;

(r)

"Tax Act" means the Income Tax Act (Canada) and any successor legislation thereto as amended and in effect from time to time;

(s)

"Voting Materials" means all proxies, proxy solicitation materials and other communications received by the Custodian relating to the securities, which form part of the Property, that call for voting. SECTION2 APPOINTMENT

The Manager hereby appoints the Custodian as the custodian of the Property and the Custodian hereby accepts such appointment and agrees to act as the custodian of the Property, with responsibility for the safekeeping of the Property, upon and subject to the terms and conditions of this Agreement.

SECTION3 CUSTODIAL SERVICES 3.1

Services to be Performed on Direction

The Custodian, on Direction, the Custodian, will: (a)

settle the purchase and sale of Property;

(b)

complete and process Voting Materials and process Corporate Actions as the Manager may direct, provided that the Manager or Investment Manager has provided Directions to the Custodian within the time frames specified by the Custodian in any notices of such Voting Materials or Corporate Action sent to the Manager by the Custodian. Where Directions have not been provided by the Manager within the time frames set out in any such notice, the Custodian will only act in the case of Corporate Actions and, where a default option exists, the Manager will receive such default option as outlined in the notice. In the event that Directions are provided by the Manager after the time frames set out in any such notice, the Custodian shall use reasonable efforts to process such Corporate Actions or Voting Materials but the Custodian shall have no I iability for failure to process such Voting Materials or Corporate Actions;

(c)

borrow money against the security of the Property, provided, that the Manager hereby authorizes the Custodian to pay the principal of, and interest charged on, such borrowing out of the Property and for such purpose to liquidate sufficient Property as the Custodian may in its sole discretion select, in accordance with section 10.5 hereof; and

(d)

settle the purchase, sale and exchange, as the case may be, of contracts for derivative

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any rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transactions (including options with respect to any of these transactions and any combination of these transactions);

(ii)

any repurchase transaction, reverse repurchase transactions or buy/sell back transaction;

(iii)

forward contracts;

(iv)

financial and/or stock index futures contracts;

(v)

contracts under which the rights and/or liabilities of the parties are determined by reference to a financial and/or stock index or securities or commodities;

(vi)

contracts or other instruments or strategies the value of which is based upon the market price, value or level of an index or the market price or value of a security, commodity, economic indicator or financial instrument or bench mark, or the value of a specified account in which securities, commodities and/or derivative transactions or any combination of such transactions may be carried out;

(vii)

put and call options on securities, contracts, instruments, or derivative products; and

(viii)

any transaction similar to any of those enumerated above that is currently or in the future becomes regularly entered into in the financial markets and that is a forward, swap, future or option on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or debt instruments, or economic indices or measures of economic risk or value;

whether or not such derivative products, contracts or transactions or any underlying interest are traded over-the-counter or on an exchange, and provided that the Property held by the Custodian is sufficient, in the opinion of the Custodian acting reasonably, to continue to support the indemnity provided to the Custodian in accordance with this Agreement.

3.2

Services to be Performed without Direction

The Custodian, without Direction, may:

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(a)

enter into and settle foreign exchange transactions, on behalf of the Partnership, for purposes of facilitating settlement of trades of Property or otherwise, and any such transactions may be entered into with such counterparties (including but not limited to the Custodian acting as principal) as the Custodian may choose in its sole discretion including its Affiliates unless the Manager otherwise directs;

(b)

take all reasonable steps to collect and receive all income, principal, dividends and other payments and distributions when due in respect of any Property in its custody and promptly credit all cash receipts received by it to the Account of the Partnership;

(c)

with respect to Corporate Actions, promptly forward to the Manager, or on Direction from the Manager, to an Investment Manager, a notice of Corporate Actions, which notice contains a summary of information which the Custodian actually received from third party sources believed by the Custodian to be reliable, and request Directions with respect to such Corporate Actions where required. For greater certainty, other than as described in this paragraph and in paragraph 3.2 (d) below, the Custodian shall not be obligated to forward or summarize any other shareholder communications, including shareholder mailings, notices or reports, and the Custodian shall have no responsibility or liability for ensuring the accuracy or adequacy of such third party information contained in any such Voting Materials or Corporate Actions notice;

(d)

with respect to Voting Materials, promptly forward, or arrange to have promptly forwarded, to the Manager (or such Investment Manager which the Manager has designated as having responsibility for a security which forms part of the Property) all Voting Materials which the Custodian receives in respect of securities forming part of the Property;

(e)

in its sole discretion, advance monies by way of overdraft to the Partnership for the purposes of settling portfolio transactions, on such terms and conditions as the Custodian may in its sole discretion determine, provided that the Manager hereby authorizes the Custodian to pay the principal of and interest charged on any such advances out of the Property and for such purpose to liquidate sufficient Property as the Custodian may in its sole discretion select, in accordance with section 10.5 hereof; and,

(f)

do all such acts, take all such proceedings and exercise all such rights and privileges, although not specifically mentioned in this Agreement, as the Custodian may deem necessary to carry out its rights and obligations under this Agreement.

3.3

Services to be Performed only on Prior Agreement with the Manager

The Custodian may pursuant to a separate written agreement between the Manager on behalf of the Partnership and the Agent Lender, participate in a securities lending program sponsored and administered by the Agent Lender which shall qualify as a "securities lending arrangement" as defined in the Tax Act, and, in connection therewith, the Custodian is authorized to release and deliver securities and return collateral received for loaned securities in accordance with the provisions of such securities lending program.

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3.4

Contractual Settlement

The Custodian shall, in jurisdictions where settlement practices permit, credit the applicable Account with the receipt of interest or dividends or the proceeds of the sale or redemption of any security held hereunder, and debit such Account with the purchase of any security on the Contractual Settlement Date with respect thereto, whether or not such monies have been received, or payment made, by the Contractual Settlement Date. However, if after a reasonable time (as determined by the Custodian) following the Contractual Settlement Date any such payment or receipt shall fail to take place for any reason other than the failure of the Custodian to make payment against delivery or de! ivery against payments, all related credits and debits shall be reversed and adjusted to reflect the failure of the transaction to take place. 3.5

Cash Balances

The Custodian may retain uninvested cash balances on hand from time to time in the Accounts and may, in its sole discretion, hold such cash balances on deposit with a bank or such other deposit taking institution, including the Custodian or its Affiliates, in any jurisdiction in such interest bearing account as the Custodian, in its sole discretion, may determine. For greater certainty, the parties agree that all free credit balances standing to the credit of any Account, including un-invested cash balances, shall constitute "financial assets" for the purposes of the STA and shall be subject to the security interest provided in Section 10.4. SECTION 4 HOLDING AND RECORDING OF PROPERTY 4.1

Holding of Property

Except as otherwise provided herein, all Property shall be held by the Custodian in an Account, by a duly appointed subcustodian, or through an Account held with a Depository (as provided further below). The Custodian may commingle Property held through a Depository with property of other clients of the Custodian (but not with property held for the Custodian's own account), in which case the Partnership shall be entitled, in common with those other clients, to its proportionate share of such commingled property so held and/or the rights thereto. The Custodian may hold securities forming part of the Property through a Depository on the terms of business of the operators of such Depository, and may effect settlement in accordance with the customary or established trading and processing practices and procedures in the jurisdiction or market in which any transaction in respect of the Property occurs. The Custodian shall be fully protected and absolved from any liability howsoever arising from effecting transactions in the foregoing manner except to the extent that such liability arises out of the Custodian's breach of its Standard of Care (as hereinafter defined) in carrying out Directions in relation to such transactions.

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Where Property is so held through a Depository, the Manager confirms that it will not assert any claim in respect of such Property which would be contrary to the rules and procedures of such Depository, and will not knowingly act in any way which could result in the Custodian being in breach of any rule or procedure of such Depository.

4.2

Recording of Property

All Property shall be clearly recorded at all times and in all circumstances in the books and records of the Custodian as being separate and apart from the assets of the Custodian in a manner consistent with the beneficial ownership of the Property being vested in the Partnership. If Property is held by a subcustodian, then such Property shall be: (a)

identified in the books and records of the Custodian as being held on behalf of, or registered in the name of, the Partnership by that subcustodian; and

(b)

maintained and clearly recorded by the subcustodian in an account holding only prope1iy for customers of the Custodian, and shall be transferred or dealt with by the subcustodian only on the instructions of the Custodian.

4.3

Registration of Property

Property may be registered in the Custodian's own name, in the name of a subcustodian appointed under this Agreement, in the name of a Depository, in the names of their respective nominees, or in bearer form if the security is not capable of being registered.

4.4

Accounting

The Custodian shall account for all Property that it receives hereunder, shall disburse or retain any income received thereon and/or capital pursuant to Directions and shall provide monthly statements of account in such format as may be agreed to by the parties. The Custodian shall also provide such additional statements as may be required to satisfy the requirements of any regulatory or administrative agencies as requested by, and at the expense of, the Manager. Upon the expiration of thirty (30) days from the date of mailing of any statement, the Custodian shall be fully released and discharged from any liability or accountability to anyone with respect to the acts or transactions disclosed in such statement, except for those certain acts and transactions which the Manager has identified by giving written notice to the Custodian.

4.5

Withdrawal of Property

Except as otherwise provided in this Agreement, all Property held by the Custodian shall be surrendered only in accordance with Directions. The Custodian shall have no duty or responsibility in respect of the application of the Property so withdrawn, whether on Direction, on termination of this Agreement, or otherwise in accordance with this Agreement.

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4.6

Investment Management

The General Partner retained, as investment manager, T.1.P. Wealth Manager Inc. (the "Investment Manager"), to provide investment advisory and portfolio management services to the Partnership pursuant to an investment management agreement dated September 29, 2015 (the "Investment Management Agreement"). Pursuant to the Investment Management Agreement, the Investment Manager is responsible for the investment management of the Property and all investment decisions. For greater certainty, save and except for carrying out Directions as provided herein, the Custodian shall have no responsibility for any trading in securities forming part of the Property, the investment management of the Property or for any investment decisions. The Manager, may, by Direction, designate an investment manager, as a replacement for the Investment Manager, to manage the investment of some or all of the Property as identified by the Manager, and to provide Directions to the Custodian with regard to the Property. The Custodian may assume that the designation of the Investment Manager continues in force until it receives a written Direction from the Manager, to the contrary.

SECTION 5 STANDARD OF CARE 5.1

Standard of Care

The Custodian, in carrying out its duties in respect of the safekeeping of, and dealing with, the Property, shall exercise the degree of care, diligence and skill that a prudent Canadian trust company would exercise in comparable circumstances (the "Standard of Care").

5.2

Liability of the Custodian

Except to the extent that the Custodian has not complied with the Standard of Care, the Custodian shall not be liable for any act or omission in the course of, or connected to, rendering services hereunder. Without limitation, the Custodian shall not be liable for any losses to, or diminution of, the Property, except to the extent that such loss or diminution is directly caused by the Custodian's breach of the Standard of Care. To the fullest extent provided by law and despite any other provision of this Agreement, the Custodian excludes all liability arising out of or in connection with this Agreement for indirect, incidental, special, or consequential damages and damages for loss of profits, revenue or savings (actual or anticipated), economic loss, loss of data or loss of goodwill (whether or not either party knew of the possibility of such damage or such damage was otherwise foreseeable).

5.3

Limitation of Responsibility

The Custodian shall not be responsible for: (a)

the authenticity of any Property consisting of precious metals or other commodities including without limitation, the amount, weight, purity, contents or any assaying thereof;

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(b)

the validity of title to any Property, which the Custodian did not arrange itself to have appropriately registered;

(c)

any act or omission required or demanded by any governmental, taxing, regulatory or other competent authority in any country in which all or part of the Property is held or which has jurisdiction over the Custodian or the Partnership;

(d)

any loss resulting from official action (including nationalisation and expropriation), currency restrictions or devaluations, acts or threat of war or terrorism, insurrection, revolution or civil disturbance, acts of God, strikes or work stoppages, inability of any Depository or other settlement system to settle transactions, interruptions in postal, telephone, telex and/or other communication systems or in power supply, the failure of any third party appointed by the Manager to fulfil its obligations hereunder, or any other event or factor beyond the reasonable control of the Custodian;

(e)

any failure to act on Directions, if the Custodian reasonably believed that to do so might result in breach of any applicable law or regulation (whether or not having the force of law) or the terms of this Agreement; or

(f)

any Prope1ty which it does not hold or which is not directly controlled by the Custodian or its appointed Agents (including subcustodians).

5.4

Indemnification of the Custodian

The Manager and the Partnership shall at all times jointly and severally indemnify and save harmless the Custodian, its directors, officers, and employees (collectively, the "Indemnified Parties"), from and against all taxes, duties, charges, costs, expenses, damages, claims, actions, demands and any other liability whatsoever to which the Indemnified Parties, or any of them, may be come subject, including legal fees and expenses, in respect of anything done or omitted to be done in connection with this Agreement, except to the extent occasioned by the negligence, wilful misconduct or lack of good faith of any Indemnified Party. For greater certainty, the foregoing does not make the commencement of formal legal proceedings a precondition for indemnification hereunder. If, at the Manager's request, any Indemnified Party should agree to appear in, prosecute, defend or otherwise act in relation to any process or proceeding, either in its own name or in the name of its nominee, that Indemnified Party shall first be indemnified to its satisfaction. 5.5

Self-Dealing

The Custodian's services to the Manager for, and on behalf of the Partnership are not exclusive and, subject to the limitations otherwise provided in this Agreement on the power and authorities of the Custodian, the Custodian may for any purpose, and is hereby expressly authorized from time to time in its discretion to appoint, employ, invest in, contract or deal with any individual, firm, partnership, association, trust or body corporate, including without limitation, itself and any partnership, trust or body corporate with which it may directly or indirectly be affiliated or in

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(b)

have a material interest in the transaction or that circumstances are such that the Custodian may have a potential conflict of duty or interest including the fact that the Custodian or any of its Affiliates may: (i)

purchase, hold, sell, invest in or otherwise deal with securities or other property of the same class and nature as may be held in the Account of the Partnership, whether on its own account or for the account of another (in a fiduciary capacity or otherwise);

(ii)

act as a market maker in the securities that form part of the Property to which Directions relate;

(iii)

provide brokerage services to other clients;

(iv)

act as financial adviser to the issuer of such securities;

(v)

act in the same transaction as agent for more than one client;

(vi)

act as a deposit-taking institution holding the cash balances in the Account;

(vii)

have a material interest in the issue of securities that form part of the Property;

(viii)

use in other capacities knowledge gained in its capacity as custodian hereunder; and

earn profits from any of the activities listed herein,

without being liable to account therefor and without being in breach of this Agreement. SECTION6 SUBCUSTODIANS, AGENTS AND THIRD PARTIES 6.1

Subcustodians

The Custodian may appoint subcustodians (who may be affiliated with or otherwise related to the Custodian) and enter into subcustody agreements on terms consistent with this Agreement.

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6.2

Agents

The Custodian may appoint Agents, who may be affiliated with or otherwise connected to the Custodian or any subcustodian, to conduct any of the services to be performed by the Custodian as required under this Agreement.

6.3

Selection and Monitoring for Agents, Subcustodians and Nominees

The Custodian shall act in accordance with its Standard of Care in the selection and monitoring of Agents, subcustodians and nominees.

6.4

Liability for Agents, Subcustodians, Nominees and Depositories

Subject to Section 6.5 and Section 6.8 below, if the Paiinership suffers a loss as a result of any act or omission of a subcustodian or its nominee, or of any other Agent appointed by the Custodian (rather than appointed by the Manager) and if such loss is directly attributable to the failure of such subcustodian or its nominee or such other Agent appointed by the Custodian to use reasonable care (whether by reason of negligence, wilful misconduct or lack of good faith) in the provision of any service to be provided by it under this Agreement, then the Custodian shall assume liability for such loss directly, and shall reimburse the Partnership accordingly. Other than as stated above, the Custodian shall be fully protected and absolved from liability howsoever arising from any acts or omissions of subcustodians or their nominees, or other Agents appointed by the Custodian or appointed by the Manager. For greater certainty, depositories are not agents of the Custodian.

6.5

Loss from Agent/Subcustodian Insolvency

For greater certainty, the Custodian shall not be responsible for any loss or diminution in respect of any or all Property resulting from the bankruptcy or insolvency of any Agent or subcustodian of the Custodian or resulting from any delay in recovery from or return by such Agent or subcustodian of any Property as a result of such bankruptcy or insolvency and will not be obligated to deliver, transfer, replace or return to the Manager any Property which cannot be recovered from an Agent or subcustodian which is the subject of a bankruptcy or insolvency, except to the extent that the Custodian fails to meet its Standard of Care with respect to the selection and monitoring of such Agent or subcustodian.

6.6

Rights of Agents, Subcustodians and Nominees

For greater certainty, any rights, powers, authorities, benefits, and limitations on liability or responsibility whatsoever granted to the Custodian under this Agreement or conferred upon the Custodian otherwise at law shall be deemed to have been granted to, or conferred upon, any and all Agents, subcustodians and nominees duly appointed by the Custodian, and in furtherance thereof, any references to "the Custodian" herein shall be construed as references to such Agents, subcustodians or nominees, as the context requires.

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6.7

Experts

The Custodian may rely and act upon any statement, report or opinion prepared by or any advice received from the auditor of the Partnership (as appointed by the Manager from time to time), or from solicitors or other professional advisors of the Partnership and shall not be responsible nor held liable for any loss or damage resulting from so relying or acting if the advice was within the area of professional competence of the person from whom it was received, the Custodian acted in good faith in relying thereon and the professional advisor was aware that the Custodian was receiving the advice in its capacity as custodian of the Property.

6.8

Designated Markets

In order to provide services to the Manager for, and on behalf of the Partnership pursuant to this Agreement, the Custodian may be required to engage subcustodians in certain markets that have been identified as being high risk and have been designated as "Designated Markets" in Schedule "A" to this Agreement. A Designated Market is a market where the risks of engaging a subcustodian or Agent are significantly greater than they would be in more established markets. Accordingly, notwithstanding any other provision of this Agreement, where the Custodian is providing custodial services in Designated Markets (whether directly or through a subcustodian) in respect of an Account, the Custodian may not be able to accept some of the liabilities for the acts of its subcustodians and Agents which are otherwise contemplated by this Agreement. Where the Custodian engages a subcustodian or Agent in a Designated Market, the Manager acknowledges and agrees that any negligence, wilful misconduct, or lack of good faith of a subcustodian or Agent will not constitute a breach of the standard of care or negligence of the Custodian for purposes of this Agreement. However, for greater certainty, nothing is intended to limit the responsibility of the Custodian under this Agreement for the selection and ongoing monitoring of its Agents and subcustodians. As necessary from time to time, the Custodian will advise the Manager through written notice of any additions or deletions to Schedule "A" and any such additional market shall be deemed to be a Designated Market for all purposes of this Agreement sixty (60) days following such notification. The Manager also acknowledges that the Manager and/or other managers of or advisors to the Partnership are responsible for apprising themselves of the specific risks to the Partnership involved in the investment and reinvestment of the Partnership's Property in all markets in which such's Property is located from time to time.

SECTION7 REPRESENTATIONS AND WARRANTIES

7.1

Manager's Representations and Warranties

The Manager hereby represents and warrants that it has full power and authority to enter into this Agreement, and to perform all of its obligations hereunder, and more specifically and without

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limitation, to: (a)

grant to the Custodian the powers and authorities granted to it pursuant to this Agreement, including all powers and authorities in respect of the Accounts and any Property credited thereto;

(b)

authorize the Custodian to establish one or more Accounts in the name of the Partnership with the Custodian; and

(c)

give Directions in relation to the safekeeping and custody of the Property, and to authorize others to do so where applicable, all in accordance with Section 8 herein.

SECTIONS DIRECTIONS AND COMMUNICATIONS 8.1

Directions

All Directions shall be given in one of the methods authorized by Section 8.3 below, and shall be given by an authorized officer, person or other representative of the Manager or the Investment Manager, as the case may be. The Custodian may, from time to time, upon giving prior notice to the Manager, prescribe the form of Direction that it will require for certain types of actions on the part of the Custodian which require authorization by the Manager. The Manager and each Investment Manager shall, from time to time, provide to the Custodian a certificate, substantially in the form set out in Schedule "B" hereto, signed by the President, a Vice-President or the Secretary of the Manager or the Investment Manager, as the case may be, stating the name(s) and title(s) of the authorized officer(s), person(s) or representative(s) authorized to act on behalf of the Manager or the Investment Manager, as the case may be, together with specimen signatures of all such authorized officers, persons or representatives. The Manager and each Investment Manager shall keep the Custodian informed as to any changes in its authorized signatories, and the Custodian shall be entitled to rely upon the identification of such persons as specified in each such certificate as the persons entitled to act on behalf of the Manager and such Investment Manager for the purposes of this Agreement until a later certificate respecting the same is delivered to the Custodian. Any Direction or telephone instruction, including a Direction or telephone instruction from an Investment Manager, is deemed, for all purposes of this Agreement, to be a Direction to the Custodian from the Manager for, and on behalf of the Partnership. Without limiting the foregoing, in the case of Directions sent through one of the Custodian's secured access channels, including Investor Services Online, or sent directly between electromechanical or electronic terminals (including, subject to Section 8. 7, the internet or unsecured lines of communication), the parties acknowledge that it may not be possible for such Directions to be executed, however the Custodian shall nevertheless be protected in relying on

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such Directions as if they were written Directions from the Manager or the Investment Manager, as the case may be, executed by an authorized signatory of the Manager or the Investment Manager, as the case may be. The Custodian shall be entitled, without further inquiry or investigation, to assume that such Directions have been duly and properly issued by the Manager or the Investment Manager, as the case may be, and that the sender(s) is/are duly authorized to act, and to provide Directions, on behalf of the Manager or the Investment Manager, as case may be. Without limitation, the Custodian shall: (a)

be fully protected in acting upon any Direction believed by it to be genuine and presented by the proper person(s); and

(b)

be under no duty to make any investigation or inquiry as to any statement contained in any such Direction but may accept such statement as conclusive evidence of the truth and accuracy of such statement.

8.2

Limitations in respect of Directions

The Custodian shall act in accordance with Directions, and shall be fully protected and absolved from any liability arising therefrom. Further, notwithstanding anything else in this Agreement, the Custodian shall not be required to comply with Directions to settle the purchase of any securities on behalf of the Partnership unless there is sufficient cash in the Account at the time, nor shall the Custodian be required to comply with Directions to settle the sale of any securities on behalf of the Partnership unless such securities are in deliverable form. If the Custodian is not provided with Directions when required hereunder, then the Custodian shall be fully protected and absolved from any liability arising from the failure to act in the absence of Directions. 8.3

Methods of Communication

All communications hereunder (including, for greater certainty, Directions) must be given by one of the following methods of communication: • • • • • • • •

personal or courier delivery; prepaid ordinary mail; authenticated telex; facsimile; S.W.I.F.T.; one of the Custodian's secured client access channels, including Investor Services Online; directly between electromechanical or electronic terminals (including, subject to Section 8.7, the internet or unsecured lines of communication); or telephone (subject to Section 8.5).

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16 Communications should be addressed, as applicable, as follows: (a)

in the case of the Custodian: RBC Investor Services Trust 155 Wellington Street West, 2nd Floor P.O. Box 7500, Station "A" Toronto, Ontario M5V 3L3

(b)

Attention:

Director or Senior Manager, Manager Management - Funds

Facsimile:

(416) 955-8571

in the case of the Manager on behalf of the Partnership: Maple Leaf Short Duration 2016 Flow-Through Limited Partnership c/o CADO Investment Fund Management Inc. Suite 808- 609 Granville Street Vancouver, BC V7Y 1G5 Attention:

John Dickson, Chief Financial Officer

Telephone: Facsimile:

604-630-7018 604-684-5748

or at such other address and number as the party to whom such communication is to be given shall have last notified the party giving the same in the manner provided in this Section.

8.4

Deemed Delivery

Any communication delivered personally shall be deemed to have been given and received on the day it is so delivered ( or if that day is not a Business Day, on the next succeeding Business Day). Subject to disruptions in the postal service, any communication sent by prepaid ordinary mail shall be deemed to have been given and received on the fifth (5 1h) Business Day following the date of mailing. Any communication given by authenticated telex, facsimile, S.W.I.F.T., one of the Custodian's secured client access channels or directly between electromechanical or electronic terminals (including, subject to Section 8.7, the internet or unsecured lines of communication) shall be deemed to have been given and received on the Business Day it is transmitted provided that it was received before 3:00 p.m. (Toronto time), and, if received after 3:00 p.m. (Toronto time), it shall be deemed to have been given and received on the Business Day following the day of transmission provided in each case that confirmation of transmission is available from the party giving the communication.

TA19460Jan 15/16

17 Nothing in this Agreement shall create an obligation for the Custodian to constantly monitor its electronic communication equipment, provided, that reasonable monitoring is performed within the business hours of the Custodian where communications are sent and the Custodian will not be held liable for an omission to act from not receiving electronically transmitted communications (including, without limitation, Directions). In the event of any disagreement as to whether electronic communications (including, without limitation, Directions) have been received by the Custodian, the sender of any such electronic communications will have the onus of proving that such electronic communications have been so received.

8.5

Telephone Directions

With respect to telephone Directions, the Manager shall endeavor to forward written Directions confirming such telephone Directions on the same day that such telephone Directions are given to the Custodian. The fact that such confirming written Directions are not received or that contrary Directions are received by the Custodian shall in no way affect the validity of any transactions effected by the Custodian on the basis of the telephone Directions.

8.6

Recording of Telephone Communications

The Manager acknowledges and agrees that some or all telephone communications between the parties, including, without limitation, Directions, may be recorded by the Custodian. In the event of any disagreement as to the content of any communication given by telephone, the Custodian's recording will be conclusive and determinative of the contents of such communication.

8. 7

Internet

The Manager on behalf of the Partnership confirms and agrees that the Custodian, in providing the services hereunder, may forward rep01is and information to the Manager and/or to the Manager's authorized agents, and may receive and act upon communications and instructions (including without limitation, Directions) received from the Manager and/or the Manager's authorized agents, through use of the internet or any other electronic means of communication which is not secure. The Manager further acknowledges and agrees that the internet is not a secure or confidential means of communication, and that accordingly, there are certain risks inherent in its use. The Manager therefore agrees that the Custodian shall bear no responsibility or liability whatsoever for any errors and omissions, or direct, indirect or consequential losses or damages that are directly attributable to the use of the internet as a means of communication, including any losses or damages arising from viruses or worms, or the interception, tampering or breach of confidentiality of data or information transmitted which is not encrypted and authenticated in accordance with the Custodian's encryption standards. The Manager also agrees that the Custodian may rely and act upon any email instructions or Directions received via the internet from the Manager, without the Custodian having to take any further actions of any kind to verify or otherwise ascertain the validity of such instructions or

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18

Directions, and any such instructions or Directions shall be binding on the Manager on whose behalf the email instructions or Directions shall have been given, and that the Manager shall not make any claim or take any action or proceedings against the Custodian for any losses or damages whatsoever suffered by reason of the Custodian accepting and acting upon such instructions or Directions. SECTION9 AMENDMENT AND TERMINATION OF AGREEMENT 9.1

Amendments

This Agreement may be amended at any time and from time to time, in whole or in part, by written agreement of the Manager and the Custodian. 9.2

Termination

Either party may terminate this Agreement at any time without any penalty by giving at least thirty (30) days' prior written notice to the other party of such termination. However, such prior notice is not required, and this Agreement will terminate immediately upon the giving of notice in accordance with Section 8, in the event that: (a)

either party is declared bankrupt, is insolvent or becomes subject to or avails itself of any creditor protection legislation;

(b)

the assets or the business of either party shall become liable to seizure or confiscation by any public or governmental authority; or

(c)

the Manager's powers and authorities to act on behalf of or represent the Partnership have been revoked or terminated.

9.3

Delivery of Property on Termination

Except as otherwise provided herein, the Custodian hereby agrees that, upon termination of this Agreement, it will deliver all Property to, or to the order of, the Manager for, and on behalf of the Partnership. The Custodian may deliver, and the Manager hereby agrees to accept delivery of, securities of the same class and denomination in place of any securities delivered to or acquired by the Manager for, and on behalf of the Partnership. SECTION 10 FEES, EXPENSES, SECURITY INTEREST AND RIGHT OF SET-OFF 10.1

Fees

In consideration of the services provided by the Custodian hereunder, the Manager shall pay the Custodian such compensation as the Manager and the Custodian have agreed upon in writing from time to time. In addition, the Manager shall reimburse the Custodian for any disbursements

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19 and expenses incurred by the Custodian in the provisions of its services hereunder.

10.2

Statements of Fees and Expenses

At the end of each month, the Custodian shall send to the Manager an itemized statement setting out the amounts of all compensation, disbursements and expenses provided for in Section 10.1 above, and such amounts shall be due and payable within thirty (30) days after the date on which such statement was sent by the Custodian to the Manager.

10.3

Right to Withhold Services Pending Payment

Notwithstanding any other provision of this Agreement, the Custodian, in its reasonable discretion, shall be entitled to decline to act upon any Direction (including a Direction regarding the delivery of any Property to any person) unless and until all Obligations have been paid in full. The Custodian shall give the Manager and/or any Investment Manager notice of its decision not to act as soon as practicable thereafter.

10.4

Security Interest to Secure Obligations

The Manager hereby assigns, conveys, mortgages, pledges, hypothecates, and charges in favour of, and grants a security interest (such assignment, conveyance, mortgage, pledge, hypothecation, charge and security interest, collectively referred to herein as the "Security Interest") to the Custodian in all of the Partnership's right, title and interest in and to all Prope1iy now owned or hereafter acquired by the Partnership and held in custody by the Custodian pursuant to this Agreement and all proceeds thereof, as continuing collateral security for the due payment and performance of all of the Obligations. It is acknowledged, understood and agreed by the parties hereto that the Security Interest secures the due payment and performance of any and all Obligations from time to time outstanding, whenever and however arising, regardless of the capacity in which the Custodian was acting (whether as principal, agent or custodian) when such Obligations arose or the agreement under which such Obligations were incurred. The Manager and the Custodian agree that it is their intention that the Security Interests hereby created shall attach immediately to any Property in which the Patinership has any interest on the date hereof, and, with respect to after-acquired Property, forthwith at the time the Partnership acquires an interest therein, all in accordance with the terms hereof. The Manager acknowledges and agrees that to the extent that the Custodian is the Partnership's Securities Intermediary with respect to any Property in the custody of the Custodian hereunder, pursuant to the STA and the PPSA the Custodian's Security Interest therein shall have priority over any other security interest therein granted by the Manager on behalf of the Partnership, and the Custodian shall be under no obligation to waive, subordinate or discharge such Security Interest except upon the indefeasible payment and satisfaction in full of the Obligations.

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20 10.5

Right of Deduction and Set-off

If and to the extent that at any time any Obligations owing to the Custodian hereunder are outstanding and unpaid, then in addition to any right or remedy that the Custodian may otherwise have hereunder or under any Applicable Law, the Custodian is hereby authorized, in its discretion (upon reasonable notice in the circumstances to the Manager and in accordance with Applicable Law), both before and after demand or judgment, and whether or not default has occurred hereunder, to: (a)

deduct any cash portion of the Property (which, for the purposes of this Section shall include any account with any third party with whom cash has been deposited by the Custodian on behalf of the Partnership) as may be required to satisfy any such unpaid Obligations, and

(b)

sell, as agent of the Manager for, and on behalf of the Partnership, any Property on such terms as the Custodian thinks fit in its discretion and set-off against and deduct from the proceeds of any such sale to satisfy any Obligations due and owing and credit any surplus remaining thereafter to the Account of the Partnership;

it being understood and agreed by the Manager that the exercise of the Custodian's rights under this Section 10.5 shall not be construed as the exercise of a right of realization in respect of the Security Interest created under Section 10.4, but is a separate right of set-off.

SECTION 11 CONFIDENTIALITY AND SHARING OF INFORMATION 11.1

Confidentiality

Subject to Section 5.5(a)(viii) hereto, each party shall hold in confidence all information relating to the Property and this Agreement ("Confidential Information") and may only release such information to others where required by law, where such information was within such party's possession on a non-confidential basis prior to it being provided to such party, such information is or becomes generally available to the public, pursuant to Directions, if applicable, or as otherwise agreed between the parties.

11.2

Sharing oflnformation

Without limiting Section 11.1 above, the Manager agrees that the Custodian may share the Partnership's information, including Confidential Information, with its Agents, service providers, Affiliates, related companies, subsidiaries, parent companies and their respective parent companies' Affiliates, related companies and subsidiaries, for the purposes of administration and client services, to determine eligibility for products and services, to prevent fraud, to verify the Manager's identity and to prevent money laundering. The Custodian will also provide the Partnership's information, including Confidential Information, to any federal or provincial legal or regulatory body if required by law to do so.

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21 The Manager also acknowledges and agrees that it may be necessary from time to time for the Custodian to disclose the Partnership's information, including Confidential Information, to third parties where the Custodian is compelled by law or on demonstration of a legitimate need to know in order to provide its services hereunder.

11.3

Information Held Outside Canada

In the event that the Custodian is required by the Manager to engage any subcustodian in the global market, the Manager acknowledges that the Custodian may from time to time be required to transfer, store and process Partnership information, including Confidential Information, outside Canada. The Manager further acknowledges and agrees that the contractual or other measures that the Custodian may use to protect such information are subject to the legal requirements of the jurisdiction where such information may be transferred, stored or processed, and that the Custodian may be required by law to disclose Partnership information, including Confidential Information, to the lawful authorities operating within that jurisdiction. The Manager further acknowledges and agrees that the Custodian shall in no way be liable or responsible in any way for any damages, costs or expenses whatsoever that the Partnership or the Manager may face as a result of the Custodian being legally obligated to disclose any such Partnership information.

SECTION 12 MISCELLANEOUS 12.1

Payment out of Property

The Custodian shall pay out of the Property all taxes and other assessments levied or assessed under Applicable Laws in connection with the Property or the Partnership, and shall withhold from payments out of the Property, all taxes and other assessments required to be so withheld.

12.2

Access

The Custodian shall, on reasonable notice and during normal business hours, make available to and permit the officers, employees and Agents of the Partnership, the auditors of the Partnership (so long as they are retained by the Manager in that capacity), and such regulatory authorities as may have lawful jurisdiction over the Partnership to inspect and make copies of all accounts, books and records maintained by the Custodian in connection with its duties under this Agreement, provided, that such persons comply with the Custodian's reasonable requirements as to confidentiality.

12.3

Assignment

Subject to Section 12.4 below, neither this Agreement nor any of the rights or obligations of either party hereunder may be assigned to any other person without the prior written consent of the other non-assigning party.

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12.4

Successors

Any trust company resulting from the merger or amalgamation of the Custodian with one or more trust companies and any trust company which succeeds to substantially all of the custody business of the Custodian shall thereupon become the successor to the Custodian hereunder without further act or formality.

12.5

Survival

The provisions of Sections 5.3, 5.4, 10.3, 10.4, 10.5, 11 and 12.8 of this Agreement shall survive the termination of this Agreement.

12.6

Severance of Illegal or Invalid Provisions

If any term, provision or part of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, for any reason, by a Court of competent jurisdiction, such determination shall not affect the validity or enforceability of any other term, provision or part of this Agreement and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable term, provision or part had never been included herein.

12. 7

Interpretation

Unless the context requires otherwise, any term or provision importing the plural shall include the singular and vice versa and any term or provision importing the masculine gender shall include the feminine gender and vice versa.

12.8

Governing Laws

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the parties hereto irrevocably attorn to the exclusive jurisdiction of the law courts of the province of Ontario.

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12.9

Execution in Counterpart

This Agreement may be executed in counterparts and all counterparts, when so executed, shall constitute orie agreement. IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed as of the day and year first written above. MAPLE LEAF SHORT DURATION 2016 FLOW-THROUGH LIMITED PARTNERSHIP by its manager, CADO INVESTMENT FUND MANAGEMENT INC., in its capacity as Manager of the PartnP-rc_hin (

By:_

By:_(~\~h
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RBC INVESTOR SERVICES TRUST B~

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( c;·,l; (1\-e,)) )6\V\c_·l· By: __

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David Nunes Sr. Mcmage1; Client Servic,.

RBC Investor Services Trusr

Vl!\i d-k Janet Chan-Mark Manager, Client Service RBC Investor Services Trust

TA19460 Jan 15/16

SCHEDULE "A" TO THE CUSTODIAN AGREEMENT DATED AS OF THE 15TH DAY OF JANUARY, 2016

DESIGNATED MARKETS Bosnia & Herzegovina Lebanon Nigeria Pakistan Russia Serbia Ukraine Uruguay Vietnam

TAl9460 Jan 15/16

SCHEDULE "B" TO THE CUSTODIAN AGREEMENT DATED AS OF THE 15TH DAY OF JANUARY, 2016

CERTIFICATE OF AUTHORIZED SIGNATORIES {"C.O.A.S.")

1 t:'." /1 r 1/-\1/'tOVJllll lJ/10

'T' A 1 {)JIJ'.'"f\ T---

INSERT FORM OF C.O.A.S. HERE

TA19460 Jan 15/16