Legal*1919334.1

DECLARATION OF TRUST

DOMINION CITRUS INCOME FUND

__________________

November 21, 2005 __________________

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION.............................................................................................. 2

1.1 Definitions........................................................................................................................... 2 1.2 References to Acts Performed by the Fund ........................................................................ 8 1.3 Tax Act................................................................................................................................ 9 1.4 Number and Gender............................................................................................................ 9 1.5 Headings for Reference Only.............................................................................................. 9 1.6 Currency.............................................................................................................................. 9 1.7 Day Not a Business Day ..................................................................................................... 9 1.8 Time of the Essence ............................................................................................................ 9 1.9 Governing Law ................................................................................................................. 10

ARTICLE 2 DECLARATION OF TRUST ............................................................................. 10

2.1 Establishment of Fund ...................................................................................................... 10 2.2 Initial Contribution............................................................................................................ 10 2.3 Name of Fund ................................................................................................................... 10 2.4 Head Office....................................................................................................................... 10 2.5 Nature of the Fund ............................................................................................................ 11 2.6 Rights of Unitholders........................................................................................................ 11 2.7 Liability of Unitholders..................................................................................................... 11

ARTICLE 3 ISSUE AND SALE OF UNITS............................................................................ 12

3.1 Nature of Units.................................................................................................................. 12 3.2 Authorized Number of Units ............................................................................................ 13 3.3 Issuance of Units............................................................................................................... 13 3.4 No Fractional Units........................................................................................................... 13 3.5 Re-Purchase of Initial Unit by Fund ................................................................................. 13 3.6 Consolidation of Units ...................................................................................................... 13 3.7 No Pre-Emptive Rights ..................................................................................................... 14

ARTICLE 4 PURPOSE AND INVESTMENTS OF THE FUND.......................................... 14

4.1 Purpose of the Fund .......................................................................................................... 14

ARTICLE 5 DISTRIBUTIONS................................................................................................. 15

5.1 Computation of Distributable Cash Flow of the Fund...................................................... 15 5.2 Computation of Income and Net Realized Capital Gains ................................................. 17 5.3 Distributions of Distributable Cash Flow ......................................................................... 17 5.4 Other Distributions............................................................................................................ 17 5.5 Character of Distributions and Designations .................................................................... 18 5.6 Enforceability of Right to Receive Distributions.............................................................. 19 5.7 Method of Payment of Distributions................................................................................. 19 5.8 Withholding Taxes............................................................................................................ 19

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5.9 Definitions......................................................................................................................... 19 5.10 Payments of Cash.............................................................................................................. 20 5.11 Income Tax Matters .......................................................................................................... 20 5.12 Distribution Reinvestment Plans, Incentive Plans, etc. .................................................... 20

ARTICLE 6 REDEMPTION OF UNITS................................................................................. 20

6.1 Right of Redemption......................................................................................................... 20 6.2 Exercise of Redemption Right .......................................................................................... 21 6.3 Cash Redemption .............................................................................................................. 21 6.4 No Cash Redemption in Certain Circumstances............................................................... 22 6.5 In Specie Redemption ....................................................................................................... 23 6.6 Cancellation of All Redeemed Units ................................................................................ 24

ARTICLE 7 TRUSTEES ........................................................................................................... 24

7.1 Number of Trustees........................................................................................................... 24 7.2 Calling and Notice of Meetings ........................................................................................ 24 7.3 Place of Meetings.............................................................................................................. 24 7.4 Meetings by Telephone..................................................................................................... 25 7.5 Quorum ............................................................................................................................. 25 7.6 Chairman........................................................................................................................... 25 7.7 Action by the Trustees ...................................................................................................... 25 7.8 Adjourned Meeting ........................................................................................................... 25 7.9 Remuneration and Expenses ............................................................................................. 26 7.10 Officers ............................................................................................................................. 26

ARTICLE 8 APPOINTMENT, RESIGNATION AND REMOVAL OF THE TRUSTEES....................................................................................................................................................... 26

8.1 Qualification of Trustees................................................................................................... 26 8.2 Appointment of Trustees................................................................................................... 26 8.3 Consent to Act................................................................................................................... 27 8.4 Failure to Elect Minimum Number of Trustees................................................................ 28 8.5 Ceasing to Hold Office ..................................................................................................... 28 8.6 Removal of Trustees ......................................................................................................... 29 8.7 Filling Vacancies .............................................................................................................. 29 8.8 Validity of Acts................................................................................................................. 29 8.9 Successor and Additional Trustee..................................................................................... 30

ARTICLE 9 CONCERNING THE TRUSTEES ..................................................................... 30

9.1 Powers of the Trustees ...................................................................................................... 30 9.2 Specific Powers and Authorities....................................................................................... 30 9.3 Execution of Instruments and Apparent Authority........................................................... 35 9.4 New Dominion Common Shares and Participating Notes................................................ 35 9.5 Restrictions on Trustees Powers ....................................................................................... 35 9.6 Banking ............................................................................................................................. 36 9.7 Standard of Care and Duties ............................................................................................. 37

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9.8 Fees and Expenses ............................................................................................................ 37 9.9 Limitations on Liability of Trustees ................................................................................. 38 9.10 Indemnification ................................................................................................................. 38 9.11 Contractual Obligations of the Fund................................................................................. 39 9.12 Conflicts of Interest........................................................................................................... 39 9.13 Conditions Precedent ........................................................................................................ 41 9.14 Reliance Upon Trustees and Officers ............................................................................... 41

ARTICLE 10 COMMITTEES OF TRUSTEES...................................................................... 42

10.1 Delegation ......................................................................................................................... 42 10.2 Procedure .......................................................................................................................... 42

ARTICLE 11 AMENDMENT ................................................................................................... 42

11.1 Amendment....................................................................................................................... 42 11.2 Notification of Amendment .............................................................................................. 43

ARTICLE 12 MEETINGS OF UNITHOLDERS.................................................................... 44

12.1 Annual and Special Meetings of Unitholders ................................................................... 44 12.2 Notice of Meetings............................................................................................................ 45 12.3 Quorum ............................................................................................................................. 45 12.4 Voting Rights of the Unitholders...................................................................................... 46 12.5 Resolutions Binding the Trustees ..................................................................................... 46 12.6 Meaning of "Special Resolution"...................................................................................... 47 12.7 Meaning of "Outstanding" ................................................................................................ 48 12.8 Record Date for Voting..................................................................................................... 48 12.9 Appointment of Inspector ................................................................................................. 49 12.10 Resolution in Lieu of Meeting .......................................................................................... 49

ARTICLE 13 CERTIFICATES, REGISTRATION AND TRANSFER OF UNITS ........... 49

13.1 Nature of Units.................................................................................................................. 49 13.2 Unit Certificates ................................................................................................................ 50 13.3 Contents of Unit Certificates ............................................................................................ 51 13.4 Register of Unitholders ..................................................................................................... 52 13.5 Limitation of Non-Resident Ownership............................................................................ 52 13.6 Transfer of Units ............................................................................................................... 53 13.7 Units Held Jointly or in a Fiduciary Capacity .................................................................. 53 13.8 Performance of Fund......................................................................................................... 54 13.9 Lost Certificates ................................................................................................................ 54 13.10 Death of a Unitholder........................................................................................................ 54 13.11 Unclaimed Distribution..................................................................................................... 54 13.12 Offer for Units................................................................................................................... 54

ARTICLE 14 TERMINATION................................................................................................. 57

14.1 Term of the Fund .............................................................................................................. 57

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14.2 Termination or Sale with the Approval of the Unitholders .............................................. 57 14.3 Procedure Upon Termination............................................................................................ 57 14.4 Powers of the Trustees Upon Termination ....................................................................... 57 14.5 Sale of Investments ........................................................................................................... 58 14.6 Distribution of Proceeds or Assets.................................................................................... 58 14.7 Further Notice to Unitholders ........................................................................................... 58 14.8 Responsibility of the Trustees after Sale and Conversion ................................................ 59

ARTICLE 15 SUPPLEMENTAL INDENTURES .................................................................. 59

15.1 Provision for Supplemental Indentures for Certain Purposes........................................... 59

ARTICLE 16 DELEGATION OF POWERS .......................................................................... 59

16.1 Delegation of Powers........................................................................................................ 59 16.2 The Company.................................................................................................................... 59

ARTICLE 17 GENERAL........................................................................................................... 60

17.1 Notices .............................................................................................................................. 60 17.2 Failure to Give Notice....................................................................................................... 61 17.3 Joint Holders ..................................................................................................................... 61 17.4 Service of Notice............................................................................................................... 61 17.5 Information Available to Unitholders............................................................................... 61 17.6 Income Tax: Obligations to the Trustees .......................................................................... 61 17.7 Income Tax: Election........................................................................................................ 62 17.8 Income Tax: Deductions ................................................................................................... 62 17.9 Fiscal Year ........................................................................................................................ 62 17.10 Financial Disclosure.......................................................................................................... 62 17.11 Unitholder Meeting Information....................................................................................... 62 17.12 Taxation Information ........................................................................................................ 63 17.13 Power of Attorney............................................................................................................. 63 17.14 Binding Effects of Resolutions ......................................................................................... 63 17.15 No Breach ......................................................................................................................... 63 17.16 Execution of Instruments .................................................................................................. 63

ARTICLE 18 AUDITORS ......................................................................................................... 64

18.1 Qualification of Auditors .................................................................................................. 64 18.2 Appointment of Auditors .................................................................................................. 64 18.3 Change of Auditors ........................................................................................................... 64 18.4 Report of Auditors ............................................................................................................ 64

ARTICLE 19 MISCELLANEOUS ........................................................................................... 64

19.1 Counterparts...................................................................................................................... 64 19.2 Severability ....................................................................................................................... 64 19.3 Successors and Assigns..................................................................................................... 65 19.4 References to Agreements ................................................................................................ 65

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19.5 Language........................................................................................................................... 65

DOMINION CITRUS INCOME FUND

THIS DECLARATION OF TRUST dated the 21st day of November, 2005 is made

BETWEEN: MICHAEL F. BLAIR of the Town of Aurora in the Province of Ontario,

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BARRY CRACOWER of the City of Toronto in the Province of Ontario,

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HENRY J. KNOWLES of the Town of Collingwood in the Province of Ontario,

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PETER M. KOZICZ of the Town of Oakville in the Province of Ontario,

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JACQUES L. LAVERGNE of the Town of Richmond Hill in the Province of Ontario,

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R. PETER MCLAUGHLIN of the City of Vaughan in the Province of Ontario,

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RAE E. WALLIN of the Municipality of Maitland in the Province of Ontario,

all of whom are the first trustees (the "Initial Trustees") of the trust constituted on the terms of this Declaration of Trust,

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EDWARD A. ATKINSON of the Town of Markham in the Province of Ontario,

(the "Initial Unitholder").

WHEREAS the trust provided for herein is established for the principal purpose of directly or indirectly acquiring and holding investments in the Company (as hereinafter defined), including New Dominion Common Shares (as hereinafter defined) and Participating Notes (as hereinafter defined);

AND WHEREAS for the purpose of settling the trust created hereunder, the Initial Unitholder has paid to the Initial Trustees an amount of $100.00 in lawful money of Canada (the "Initial Contribution");

AND WHEREAS the Trustees (as hereinafter defined) have agreed to hold the Initial Contribution and all amounts and assets subsequently received under this Declaration of Trust or in respect of the investment of the assets of the Fund (as hereinafter defined) in accordance with the provisions hereinafter set forth;

AND WHEREAS the Initial Unitholder and the Trustees desire that the beneficiaries of the Fund shall be the holders of Units (as hereinafter defined);

AND WHEREAS it is intended that Units be issued to the shareholders of Dominion Citrus (as hereinafter defined) pursuant to the Arrangement (as hereinafter defined);

AND WHEREAS the Initial Unitholder and the Trustees desire that the Fund shall qualify as a "mutual fund trust" pursuant to subsection 132(6) of the Tax Act (as hereinafter defined);

AND WHEREAS the parties hereto desire to set out the terms and conditions that will govern their mutual and respective rights, powers and obligations with respect to the administration of the Fund;

NOW THEREFORE THIS DECLARATION WITNESSES THAT in consideration of the respective covenants and agreements contained herein, the parties declare, covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Where used in this Declaration of Trust, including the recitals hereto, unless there is something in the context or the subject matter inconsistent therewith, the following terms shall have the following meanings, respectively:

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"AcquisitionCo" means the wholly-owned subsidiary of the Fund to be incorporated under the laws of the Province of Ontario, to be amalgamated with Dominion Citrus, Delta and Meschino;

"Administration Agreement" means the agreement to be entered into between the Company and the Fund pursuant to which the Company will provide certain administrative and support services to the Fund as amended, supplemented or restated from time to time;

"affiliate" means an "Affiliate" within the meaning of section 1.2 of Ontario Securities Commission Rule 45-501 promulgated under the Securities Act (Ontario) as in effect on the date hereof;

"Amalgamation" means the proposed amalgamation of Dominion Citrus, Meschino, Delta and AcquisitionCo to occur following the acquisition by AcquisitionCo of Dominion Citrus Shares;

"Apple LP" means Apple Valley Juice LP, a limited partnership to be created under the laws of the Province of Ontario;

"Apple Valley" means The Apple Valley Juice Corporation, a corporation existing under the laws of the Province of Ontario;

"Applicable Laws" means all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act (Ontario) as amended, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and the Stock Exchange Rules;

"Approvals" means any directive, order, consent, exemption, waiver, consent order or consent decree of or from, or notice to, action by or filing with, any Governmental Authority;

"Arrangement" means the proposed arrangement, under the provisions of Section 182 of the OBCA, on the terms and conditions set forth in the Plan of Arrangement;

"Arrangement Agreement" means the agreement between Dominion Citrus, certain of the Dominion Citrus subsidiaries and the Fund, pursuant to which the parties have proposed to implement the Arrangement, including any amendments thereto;

"Auditors" means the firm of chartered accountants appointed as the auditors of the Fund from time to time in accordance with the provisions hereof and, initially, means Smith, Nixon & Co. LLP;

"Bo-Fruits" means Les Aliments Dominion Citrus Limite, a corporation existing under the laws of the Province of Qubec;

"Bo-Fruits LP" means Les Aliments Dominion Citrus LP, a limited partnership to be created under the laws of the Province of Qubec;

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"Book-Entry Only System" means the record-entry securities transfer and pledge system known, as of the date hereof, by such name, which is administered by CDS in accordance with the operating rules and procedures of the Securities Settlement Service of CDS in force from time to time, or any successor system that CDS may offer from time to time;

"Business Day" means any day other than: (i) a Saturday or Sunday, and (ii) a day on which chartered banks in Toronto, Ontario and Montral, Qubec are authorized or required to close;

"Cash Flow of the Fund" has the meaning given to such term in Section 5.1(a);

"CDS" means The Canadian Depository for Securities Limited and its successors;

"CDS Participant" means a broker, dealer, bank, other financial institution or other person who, directly or indirectly, from time to time, effects book-based transfers with CDS and pledges of securities deposited with CDS;

"Circulars" means both of the management information circulars to be distributed by Dominion Citrus to holders of Dominion Citrus Shares and to holders of DC Preference Shares in connection with the Arrangement;

"Citrus Qubec LP" means Citrus Qubec LP, a limited partnership to be created under the laws of the Province of Qubec;

"Closing" means the completion of the issue of Units to the holders of Dominion Citrus Shares pursuant to the Arrangement;

"Company" means, prior to the effective time of the Amalgamation, Dominion Citrus, and thereafter, New DCL;

"CPOA" has the meaning given to such term in Section 8.5(e);

"DC Preference Shares" means the series "A" preference shares of the Company;

"Date of Closing" means the date on which the Closing occurs;

"Delta" means Delta Foods International Ltd., a corporation existing under the laws of the Province of Ontario;

"Depositary" has the meaning given to such term in Section 13.1(b);

"Distributable Cash Flow" has the meaning given to such term in Section 5.1(b);

"Distribution" means a distribution paid by the Fund in respect of the Units, expressed as an amount per Unit;

"Distribution Payment Date" in respect of a Distribution Period means on or about, but no later than, the 30th day of the immediately following month or, if such day is not a

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Business Day, the next following Business Day or such other date determined from time to time by the Trustees;

"Distribution Period" means, in respect of the initial distribution, the period commencing on and including the Date of Closing and ending on and including the last day of the calendar month following the calendar month in which the Closing occurs, and thereafter means each calendar month, from and including the first day thereof and to and including the last day thereof, in each calendar year;

"Distribution Record Date" means, in respect of a Distribution Period the last Business Day of the Distribution Period and December 31 in each year or as may be determined from time to time by the Trustees;

"Dominion Citrus" means Dominion Citrus Limited, a corporation existing under the laws of the Province of Ontario;

"Dominion Citrus Shares" means the outstanding common shares of Dominion Citrus;

"Fine" means Dominion Fine Foods Inc., a corporation existing under the laws of the Province of Ontario;

"Fine LP" means Fine Foods LP, a limited partnership to be created under the laws of the Province of Ontario;

"Fund" means Dominion Citrus Income Fund, a trust established under the laws of the Province of Ontario pursuant to this Declaration of Trust, as the same may be amended or restated from time to time;

"Fund Assets", at any time, means all monies, properties and other assets as are at such time held by the Fund or by the Trustees on behalf of the Fund, including, without limitation:

(a) the Initial Contribution;

(b) all funds or property derived from the issuance or sale of Units from time to time or other cash received by the Fund;

(c) any Permitted Investments in which funds may, from time to time, be invested;

(d) the outstanding Dominion Citrus Shares, the New Dominion Common Shares and the Participating Notes;

(e) any securities issued to the Fund by the Company on the maturity of the Participating Notes or as distributions in respect of the New Dominion Common Shares;

(f) any proceeds of disposition of any of the foregoing property; and

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(g) all income, interest, dividends, return of capital, profit, gains and accretions and all substituted assets, rights and benefits of any kind or nature whatsoever arising directly or indirectly from or in connection with or accruing to such foregoing property or such proceeds of disposition;

and any reference to "assets" or "assets of the Fund", includes, in each case, the Fund Assets;

"Fund Group" means, collectively, the Fund, the Company and all of their respective subsidiaries;

"Fund Liabilities" has the meaning given to such term in Section 2.7(a);

"Global Unit Certificate" has the meaning given to such term in Section 13.1(b);

"Governmental Authority" shall mean (a) any nation, province, state, county, city or other jurisdiction; (b) any federal, provincial, state, local, municipal, foreign or other government; (c) any governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental power); (d) any body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, regulatory or taxing authority or power; or (e) any official of the foregoing;

"Income of the Fund" has the meaning given to such term in Section 5.2(a);

"Initial Contribution" has the meaning given to such term in the recitals hereto;

"Initial Trustees" means Michael J. Blair, Barry Cracower, Henry J. Knowles, Peter M. Kozicz, Jacques L. Lavergne, R. Peter McLaughlin and Rae E. Wallin;

"Internal Reorganization" has the meaning given to such term in Section 9.5(b);

"Market Price" has the meaning given to such term in Section 6.3(a);

"Meschino" means Meschino Banana Company Limited, a corporation existing under the laws of the Province of Ontario;

"Monthly Limit" has the meaning given to such term in Section 6.4(a);

"Net Realized Capital Gains " has the meaning given to such term in Section 5.2(b);

"New DCL" means Dominion Citrus Limited, the corporation resulting from the amalgamation of Dominion Citrus, Meschino, Delta and Acqusitionco pursuant to the Arrangement;

"New Dominion Common Shares" means the outstanding common shares of New DCL;

"Non-resident" means a person who is not a Resident;

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"OBCA" means the Business Corporations Act (Ontario), as amended, including the regulations promulgated thereunder;

"Operating LPs" means collectively, Apple LP, Fine LP, Bo-Fruits LP and Citrus-Qubec LP;

"Ordinary Resolution'' means a resolution proposed to be passed as an ordinary resolution at a meeting of Unitholders (including an adjourned or postponed meeting) duly convened for the purpose and held in accordance with the provisions of this Declaration of Trust at which two or more holders of at least 25% of the aggregate number of Units then outstanding are present in person or by proxy and passed by the affirmative votes of the holders of not less than a majority of the Units represented at the meeting and voted on a poll upon such resolution;

"Participating Notes" means the subordinated unsecured participating notes to be issued by the AcquisitionCo and/or the Company pursuant to the Participating Note Indenture;

"Participating Note Indenture" means the agreement to be entered into between AcquisitionCo and a trust company pursuant to which Participating Notes will be issued, as the same may be supplemented, amended or restated from time to time and Participating Note Indenture also means any subsequent agreement that may be entered into between the Company and a trust company pursuant to which Participating Notes are issued;

"Permitted Investments" has the meaning given to such term in Section 4.1(b);

"person" means and includes any individual, general partnership, limited partnership, joint venture, syndicate, sole proprietorship, company or corporation with or without share capital, joint stock company, association, trust, trust company, bank, pension fund, trustee, executor, administrator or other legal personal representative, regulatory body or agency, government or governmental agency, authority or other organization or entity, whether or not a legal entity, however designated or constituted;

"Plan of Arrangement" means the plan to implement the terms of the Arrangement Agreement which is to be submitted for the approval of the Ontario Superior Court of Justice;

"Preference Dividends" means the preference dividend declared and payable semi-annually on January 20 and July 20 to the holders of the DC Preference Shares;

"Redemption Date" has the meaning given to such term in Section 6.2(b);

"Redemption Price" has the meaning given to such term in Section 6.3(a);

"Register" means the register of Unitholders maintained by the Fund;

"Resident" means a person who is a resident of Canada for the purpose of the Tax Act;

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"Short Term" in respect of an investment, means an investment having a date of maturity or call for payment before the Distribution Payment Date in respect of the Distribution Record Date that next follows the date on which the investment is made;

"Special Resolution" has the meaning given to such term in Section 12.6(a);

"Stock Exchange Rules" means the applicable rules of any stock exchange upon which the Units of the Fund are listed;

"Subordination Agreement" has the meaning given to such term in Section 2.7(d);

"subsidiary" has the meaning set out in the Securities Act (Ontario) and includes a partnership or other entity in a like relationship to a subsidiary;

"Tax Act" means the Income Tax Act, R.S.C. 1985 (5th Supp.) c. 1, as amended, and the regulations thereunder;

"Time of Closing" means the time on the Date of Closing at which the Closing occurs;

"Transfer Agent" means such company as may from time to time be appointed by the Fund to act as registrar and transfer agent of the Units, together with any sub-transfer agent duly appointed by the Transfer Agent;

"Transfer Date" has the meaning given to such term in Section 6.5(b);

"Trustee", at any time, means an individual who is, in accordance with the provisions hereof, a trustee of the Fund at that time and "Trustees" means, at any time, all of the individuals, each of whom is at that time a trustee including, without limitation so long as they remain as trustees, Michael J. Blair, Barry Cracower, Henry J. Knowles, Peter M. Kozicz, Jacques L. Lavergne, R. Peter McLaughlin and Rae E. Wallin;

"TSX" means the Toronto Stock Exchange;

"Unit Certificate" means a certificate, in the form approved by the Trustees, evidencing one or more Units, issued and certified in accordance with the provisions hereof;

"Unitholders" means at any time the holders at that time of one or more Units, as shown on the Register; and

"Units" means the trust units of the Fund referred to in Section 3.1(a).

1.2 References to Acts Performed by the Fund

For greater certainty, where any reference is made in this Declaration of Trust to an act to be performed or which may not be performed by the Fund, such reference shall be construed and applied for all purposes as if it referred to an act to be performed or which may not be performed by the Trustees on behalf of the Fund or by some other person duly authorized to do so by a resolution of the Trustees or pursuant to the provisions hereof, and where any

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reference is made in this Declaration of Trust to actions, rights or obligations of the Trustees, or any one of them, such reference shall be construed and applied for all purposes to refer to actions, rights or obligations of the Trustees in their capacities as Trustees of the Fund, and not in their other capacities, unless the context otherwise requires.

1.3 Tax Act

Any reference herein to a particular provision of the Tax Act shall include a reference to that provision as it may be renumbered or amended from time to time and where appropriate, shall include any comparable provisions of provincial or territorial taxation legislation or regulation. Where there are proposals for amendments to the Tax Act that have not been enacted into law or proclaimed into force on or before the date on which such proposals are to become effective, the Trustees may take such proposals into consideration and apply the provisions hereof as if such proposals had been enacted into law and proclaimed into force.

1.4 Number and Gender

In this Declaration of Trust, unless herein otherwise expressly provided or unless the context otherwise requires, words importing the singular number include the plural, and vice versa; words importing a gender shall include the feminine, masculine and neuter genders.

1.5 Headings for Reference Only

The division of this Declaration of Trust into Articles and Sections, the provision of a Table of Contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Declaration of Trust. The terms "hereto", "herein", "hereby", "hereof", "hereunder" and similar expressions refer to this Declaration of Trust and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Declaration of Trust.

1.6 Currency

All references to currency herein are to lawful money of Canada.

1.7 Day Not a Business Day

In the event that any day on which any amount is to be determined or any other determination is to be made or any action is required to be taken hereunder is not a Business Day, then such amount shall be determined or such other determination shall be made or such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day. This Section is not applicable to Sections 5.1, 5.2, 5.3, 5.4 and 5.7.

1.8 Time of the Essence

Time shall be of the essence in this Declaration of Trust.

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1.9 Governing Law

This Declaration of Trust and each Global Unit Certificate and each Unit Certificate shall be construed in accordance with and governed by the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated in all respects as Ontario contracts. The parties hereto hereby irrevocably submit and attorn to the jurisdiction of the courts of the Province of Ontario.

ARTICLE 2 DECLARATION OF TRUST

2.1 Establishment of Fund

The Trustees hereby declare and agree to act as trustees of the Fund and to hold and administer the Fund Assets in trust for the use and benefit of the Unitholders, their successors, permitted assigns and personal representatives, on and subject to the terms and conditions hereinafter declared and set forth, such trust to constitute the Fund hereunder.

2.2 Initial Contribution

The Initial Unitholder paid, concurrently with the execution of this Declaration of Trust, the Initial Contribution to the Initial Trustees for the purpose of settling the Fund, and the Initial Unitholder is hereby issued 100 Units in the Fund. Receipt of the Initial Contribution is hereby acknowledged by the Initial Trustees.

2.3 Name of Fund

(a) The Fund shall be known and designated as "Dominion Citrus Income Fund" and, whenever practicable, lawful and convenient, the Fund Assets shall be held and the affairs of the Fund shall be conducted and transacted under that name.

(b) If the Trustees determine that the use of such name is not practicable, legal or convenient, the Fund may use such other designation or may adopt such other name as the Trustees deem appropriate, and the Fund may hold the Fund Assets and conduct and transact its affairs under such other designation or name.

(c) The Trustees may approve and use a French language version of any name or designation used by the Fund.

2.4 Head Office

The head office of the Fund shall be located at 51 Kelfield Street, Toronto, Ontario, M9W 5A3 or such other place or places in Canada as the Trustees may from time to time designate.

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2.5 Nature of the Fund

The Fund is an unincorporated, open-ended, limited purpose trust, established for the purposes specified in Section 4.1. The Fund is not, shall not be deemed to be and shall not be treated as, a general partnership, limited partnership, syndicate, association, joint venture, company, corporation or joint stock company nor shall the Trustees or any individual Trustee or the Unitholders or any of them or any person be, or be deemed to be, treated in any way whatsoever as liable or responsible hereunder as partners or joint venturers. The Trustees are not and shall not be, or be deemed to be, agents of the Unitholders. The relationship of the Unitholders to the Trustees shall be solely that of beneficiaries of the Fund and their rights shall be limited to those conferred upon them by this Declaration of Trust. Except as provided herein, the Trustees will have sole responsibility for the conservation and protection of the Fund Assets. For greater certainty, Unitholders will have no responsibility for the protection or conservation of Fund Assets, and nothing herein will have the effect of constituting the Unitholders as associates in a joint enterprise for the conduct of business nor shall anything herein have the effect of constituting the Trustees as associates in a joint enterprise for the conduct of business. 2.6 Rights of Unitholders

The rights of each Unitholder (including the right, if any, to call for a distribution or division of assets, monies, funds, income and capital gains held, received or realized by the Trustees) are limited to those contained herein and, except as provided herein, no Unitholder shall be entitled to call for any partition or division of the Fund Assets or for a distribution of any particular asset forming part of the Fund Assets or of any particular monies or funds received by the Trustees. The legal ownership of the Fund Assets and the right to conduct the activities of the Fund are vested exclusively in the Trustees, or such other persons as the Trustees may determine, and no Unitholder has or is deemed to have any right of ownership in or any other interest in, any of the Fund Assets, except as specifically provided herein. Except as specifically provided herein, no Unitholder or Unitholders shall be entitled to interfere with or give any direction to the Trustees with respect to the affairs of the Fund or in connection with the exercise of any powers or authorities conferred upon the Trustees under this Declaration of Trust. The Units shall be personal property and shall confer upon the holders thereof only the interest and rights specifically set forth herein.

2.7 Liability of Unitholders

(a) No Unitholder, in its capacity as such, shall incur or be subject to any liability, direct or indirect, absolute or contingent, in contract or in tort or of any other kind to any person in connection with: (i) the Fund Assets or the ownership, use, operation, acquisition or disposition thereof or exercise or enjoyment of the rights, privileges, conditions or benefits attached thereto, associated therewith or derived therefrom; (ii) the obligations or the activities or affairs of the Fund; (iii) any actual or alleged act or omission of the Trustees or by any other person in respect of the activities or affairs of the Fund (whether or not authorized by or pursuant to this Declaration of Trust); (iv) any act or omission of the Trustees or any other person in the performance or exercise, or purported or attempted performance or exercise, of any obligation, power, discretion or authority conferred upon the Trustees or such other person in respect of the activities or affairs of the Fund (whether or not authorized by or pursuant to this Declaration of

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Trust); (v) any transaction entered into by the Trustees or by any other person in respect of the activities or affairs of the Fund (whether or not authorized by or pursuant to this Declaration of Trust); or (vi) except as provided in Section 5.8, any taxes, levies, imposts or charges or fines, penalties or interest in respect thereof payable by the Fund or by the Trustees or by any other person (except the Unitholder to the extent required by applicable tax laws) on behalf of or in connection with the activities or affairs of the Fund (collectively, the "Fund Liabilities").

(b) No Unitholder in its capacity as a Unitholder shall be liable to indemnify the Trustees or any other person with respect to any of the Fund Liabilities.

(c) To the extent that, notwithstanding the provisions of this Section 2.7, any Unitholder, in its capacity as such, may be determined by a judgment of a court of competent jurisdiction to be subject to or liable in respect of any of the Fund Liabilities, such judgment and any writ of execution or similar process in respect thereof, shall be enforceable only against, and shall be satisfied only out of, the Unitholder's share of the Fund Assets represented by its Unit Certificates.

(d) If any Fund Asset should be distributed or declared to be distributable to Unitholders contrary to the subordination provisions of the Participating Notes or the Participating Note Indenture or the provisions of any subordination agreement (each a "Subordination Agreement") between the Fund and the persons entitled to enforce any of the indebtedness of the Company, then the persons entitled to enforce such Subordination Agreements or subordination provisions shall be entitled to pursue whatever remedies may be available to them to enforce such Subordination Agreements or provisions and the limitation in Section 2.7(c) shall not apply to any judgment in respect of (and to the extent only based on) such contrary distribution and no Unitholder shall have the right to enforce any claim for a distribution contrary to such Subordination Agreements or provisions.

ARTICLE 3 ISSUE AND SALE OF UNITS

3.1 Nature of Units

(a) The beneficial interests in the Fund shall be divided into a single class of Units, described and designated as "Units", which shall be entitled to the rights and subject to the limitations, restrictions and conditions set out herein, and the interest of each Unitholder shall be determined by the number of Units registered in the name of the Unitholder. Except as set out in Article 6, the Units have no conversion, retraction, redemption or pre-emptive rights.

(b) Each Unit is transferable and represents an equal undivided beneficial interest in any distribution from the Fund (whether of Distributable Cash Flow, Income of the Fund, Net Realized Capital Gains or other amounts) and in any of the Fund Assets net of the Fund Liabilities or any other net assets of the Fund in the event of termination or winding-up of the Fund. Units shall rank among themselves equally and rateably without discrimination, preference or priority.

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3.2 Authorized Number of Units

The aggregate number of Units that is authorized and may be issued hereunder is unlimited.

3.3 Issuance of Units

(a) Units or rights to acquire Units may be issued at the times, to the persons, for such consideration and on the terms and conditions as the Trustees may determine, including pursuant to a distribution reinvestment plan, a Unitholder rights plan, an incentive option plan or other compensation plan. At the option of the Trustees, Units may be issued in satisfaction of any distribution of the Fund to Unitholders on a pro rata basis to the extent that the Fund does not have available cash to fund such distributions. Without limiting the generality of the foregoing, the Trustees may authorize the Fund to pay a reasonable commission to any person in consideration of such person purchasing or agreeing to purchase Units from the Fund or from any other person or procuring or agreeing to procure purchasers for Units. Without limitation of the foregoing, the Trustees may create and issue rights, warrants (including so-called "special warrants", which may be exercisable for no additional consideration), options or other convertible securities to subscribe for and purchase Units, which rights, warrants, options or other convertible securities may be exercisable at such subscription price or prices and at such time or times as the Trustees may determine. The rights, warrants, options or other convertible securities so created may be issued for such consideration or for no consideration, all as the Trustees may determine. A right, warrant, option or other convertible security shall not be a Unit and the holder thereof shall not be a Unitholder.

(b) Units are only to be issued as fully paid in money, property (including an obligation to pay consideration in instalments), or past services, and are not to be subject to future calls or assessments.

3.4 No Fractional Units

Fractions of Units shall not be issued, except pursuant to distributions of additional Units to all the Unitholders pursuant to Section 5.7(a) or as a consequence of a consolidation pursuant to Section 3.6(b).

3.5 Re-Purchase of Initial Unit by Fund

At the Closing, the Fund will purchase the initial Units from the Initial Unitholder, and the Initial Unitholder will sell the initial Units to the Fund for a purchase price of $100.00 and, upon the completion of such purchase and sale, the initial Units will be cancelled and will no longer be outstanding for any of the purposes of this Declaration of Trust.

3.6 Consolidation of Units

(a) Unless the Trustees determine otherwise, immediately after any pro rata distribution of additional Units to all Unitholders pursuant to Section 5.7, the number of the outstanding Units may be consolidated such that each Unitholder will hold after the consolidation the same number of Units as the Unitholder held before the distribution of

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additional Units. In this case, each Global Unit Certificate and each Unit Certificate representing a number of Units prior to the distribution of additional Units is deemed to represent the same number of Units after the non-cash distribution of additional Units and the consolidation.

(b) Notwithstanding paragraph (a) above, where tax is required to be withheld from a Unitholder's share of the distribution, the consolidation will result in such Unitholder holding that number of Units equal to (i) the number of Units held by such Unitholder prior to the distribution plus the number of Units received by such Unitholder pursuant to the distribution (net of withholding taxes) multiplied by (ii) the fraction obtained by dividing the aggregate number of Units outstanding prior to the distribution by the aggregate number of Units that would be outstanding following the distribution and before the consolidation if no withholding were required in respect of any part of the distribution payable to any Unitholder. Such Unitholder will be required to surrender the Unit Certificates, if any, representing such Unitholder's original Units, in exchange for a Unit Certificate representing such Unitholder's post-consolidation Units.

3.7 No Pre-Emptive Rights

No person shall be entitled, as a matter of right, to subscribe for or purchase any Unit.

ARTICLE 4 PURPOSE AND INVESTMENTS OF THE FUND

4.1 Purpose of the Fund

The Fund is an unincorporated, open-ended, limited purpose trust and its operations and activities shall be restricted to:

(a) acquiring, investing in, transferring, disposing of and otherwise dealing with securities, including the New Dominion Common Shares and Participating Notes, and otherwise doing all other acts and things it is required to do related to, or as contemplated by the Arrangement;

(b) temporarily holding cash in interest-bearing accounts, short-term government debt or investment grade corporate debt (collectively, the "Permitted Investments), for the purposes of paying the expenses of the Fund, paying amounts owing by the Fund in connection with the redemption of any Units or other securities of the Fund and making Distributions to Unitholders;

(c) issuing Units or other securities of the Fund, including convertible securities or securities exchangeable for Units, including for the purpose of:

(i) obtaining funds to conduct the activities described above, including raising funds for acquisitions;

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(ii) implementing Unitholder rights plans, distribution reinvestment plans, Unit purchase plans, incentive option plans or other compensation plans, if any, established by the Fund; and

(iii) making non-cash Distributions to holders of Units as contemplated by this Declaration of Trust, including pursuant to distribution reinvestment plans, if any, established by the Fund;

(d) issuing debt securities (including debt securities convertible into, or exchangeable for, Units or other securities of the Fund) or otherwise borrowing and mortgaging, pledging, charging, granting a security interest in or otherwise encumbering any of the Fund Assets as security for its obligations, liabilities or indebtedness;

(e) guaranteeing (as guarantor, surety or co-principal obligor) the payment of any indebtedness, liability or obligation of the Company or any of the Operating LPs and mortgaging, pledging, charging, granting a security interest in or otherwise encumbering all or any part of the assets of the Fund, including securities issued by the Company or any direct or indirect subsidiary of the Fund, as security for that guarantee and subordinating its rights under the Participating Notes to other indebtedness;

(f) disposing of any part of the Fund Assets, subject to the provisions of this Declaration of Trust;

(g) issuing or redeeming rights and Units pursuant to any Unitholder rights plan adopted by the Fund;

(h) repurchasing securities issued by the Fund, including Units, subject to the provisions of this Declaration of Trust and applicable law;

(i) satisfying the obligations, liabilities or indebtedness of the Fund; and

(j) undertaking all other usual and customary activities or taking all actions for the conduct of the activities of the Fund in the ordinary course, including investing in securities, as shall be approved by the Trustees from time to time or as contemplated by this Declaration of Trust;

provided that the Fund shall not undertake any activity, take any action or purchase or authorize the purchase of any investment that would not be allowed for a "mutual fund trust" under subsection 132(6) of the Tax Act.

ARTICLE 5 DISTRIBUTIONS

5.1 Computation of Distributable Cash Flow of the Fund

(a) The "Cash Flow of the Fund" for, or in respect of, any Distribution Period shall be determined pursuant to the following provisions:

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(i) the following amounts shall be included in the calculation:

(A) all cash amounts that are received by the Fund in respect of the Distribution Period including, without limitation, interest, dividends, amounts paid on the Participating Notes (for or in respect of the Distribution Period), proceeds from the disposition of securities, returns of capital and repayments of indebtedness; and

(B) all cash amounts that were deducted in the calculation of Distributable Cash Flow pursuant to Section 5.1(b) in respect of a prior Distribution Period, to the extent that: (I) in the reasonable opinion of the Trustees, such cash amounts have not been used and are no longer necessary for the purposes so set aside or for any other purpose for which such amounts may be set aside pursuant to Section 5.1(b), and (II) such cash amounts have not been previously distributed; and

(ii) the following amounts shall be deducted in the calculation:

(A) all amounts that relate to the redemption or purchase of Units or other securities of the Fund by the Fund and that have been paid or become payable in cash by the Fund in such Distribution Period;

(B) all amounts received from the Company during the course of the Arrangement; and

(C) the proceeds of any other issuance of Units.

(b) The "Distributable Cash Flow" for, or in respect of, a Distribution Period shall be the Cash Flow of the Fund for such Distribution Period less:

(i) any amount that the Trustees may reasonably consider to be necessary to provide for the payment of all costs, expenses and other obligations of the Fund that have been or are reasonably expected to be incurred by the Fund;

(ii) all costs and expenses of the Fund that have accrued and become owing in respect of, or that relate to, such Distribution Period or a prior Distribution Period, if not accrued in such prior period, including any interest payable by the Fund on any indebtedness of the Fund; and

(iii) any payments of the principal amount of any indebtedness of the Fund during such Distribution Period.

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5.2 Computation of Income and Net Realized Capital Gains

(a) The "Income of the Fund" for any taxation year of the Fund shall be the net income for the year determined pursuant to the provisions of the Tax Act having regard to the provisions thereof that relate to the calculation of income of a trust but without regard to subsection 104(b) of the Tax Act, and taking into account such adjustments thereto as are determined by the Trustees in respect of dividends received or deemed to be received from taxable Canadian corporations, amounts paid or payable by the Fund to Unitholders and such other amounts as may be determined in the discretion of the Trustees; provided, however, that capital gains and capital losses shall be excluded from the computation of net income.

(b) The "Net Realized Capital Gains" of the Fund for any taxation year of the Fund shall be determined as the amount, if any, by which the aggregate of the capital gains of the Fund in the year exceeds the aggregate of:

(i) the aggregate of the capital losses of the Fund in the year;

(ii) the amount determined by the Trustees in respect of any net capital losses realized in prior taxation years that the Fund is permitted by the Tax Act to deduct in computing the taxable income of the Fund for the year; and

(iii) any capital gains that are realized by the Fund as a result of a redemption of Units pursuant to Article 6.

5.3 Distributions of Distributable Cash Flow

The proportionate share of each Unit of the amount of the Distributable Cash Flow for the applicable Distribution Period shall be determined by dividing the Distributable Cash Flow by the number of issued and outstanding Units on the applicable Distribution Record Date. Each Unitholder's share of such Distributable Cash Flow shall be an amount equal to the proportionate share of each Unit of such Distributable Cash Flow multiplied by the number of Units owned of record by each such Unitholder on such Distribution Record Date. Subject to Section 5.7, Distributable Cash Flow that has been declared to be payable to Unitholders in respect of a Distribution Period shall be paid in cash on the Distribution Payment Date in respect of such Distribution Period.

5.4 Other Distributions

(a) In addition to the Distributions which are made payable to Unitholders pursuant to Section 5.3, the Trustees may declare to be payable and make other distributions to Unitholders, from time to time, out of Income of the Fund, Net Realized Capital Gains, the capital of the Fund or otherwise, in any year, in such amount or amounts, and on such dates as the Trustees may determine to persons who are Unitholders at the record date for such Distribution.

(b) So that the Fund will not have any liability for tax under Part I of the Tax Act in any taxation year, the following amounts shall, without any further action on the part of the Trustees, be payable to Unitholders of record on December 31 in each such year:

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(i) an amount equal to the amount, if any, by which the Income of the Fund for such year exceeds the aggregate of the portions, if any, of each Distribution paid or payable by the Fund pursuant to Sections 5.3 and 5.4(a) which have been determined by the Trustees, pursuant to Section 5.5, to have been payable by the Fund out of Income of the Fund for such year; and

(ii) an amount equal to the amount, if any, by which the Net Realized Capital Gains of the Fund for such year exceed the aggregate of the portions, if any, of each Distribution paid or payable by the Fund pursuant to Sections 5.3 and 5.4(a) which have been determined by the Trustees, pursuant to Section 5.5, to have been payable by the Fund out of Net Realized Capital Gains for the year.

(c) The proportionate share of each Unit of the amount of any Distribution made pursuant to either or both of Sections 5.4(a) and 5.4(b) shall be determined by dividing such amount by the number of issued and outstanding Units on the applicable record date in respect of a Distribution pursuant to Section 5.4(a) and on December 31 in respect of a Distribution pursuant to Section 5.4(b). Each Unitholder's share of the amount of any such Distribution shall be an amount equal to the proportionate share of each Unit of such amount multiplied by the number of Units owned of record by each such Unitholder on such applicable record date or December 31 in the year of such Distribution, as the case may be. Subject to Section 5.7, amounts which have been declared to be payable to Unitholders pursuant to either Section 5.4(a) or 5.4(b) shall be paid in cash no later than the Distribution Payment Date which immediately follows the applicable record date in respect of a Distribution pursuant to Section 5.4(a) and, in respect of a distribution pursuant to Subsection 5.4(b), such amount shall be payable on December 31 and shall be paid forthwith, and in no event later than January 30 of the following year, subject to Section 5.6. 5.5 Character of Distributions and Designations

In accordance with and to the extent permitted by the Tax Act, the Trustees in each year shall make designations in respect of the amounts payable to Unitholders in such amounts that the Trustees consider to be reasonable in all of the circumstances, including, without limitation, designations relating to taxable dividends received by the Fund in the year on shares of taxable Canadian corporations, net capital gains realized by the Fund in the year and foreign source income of the Fund for the year, as well as elections under Sections 104(13.1) and/or 104(13.2) of the Tax Act that income be taxed to the Fund, rather than to the Unitholders. Distributions payable to the Unitholders pursuant to this Article 5 shall be deemed to be distributions of Income of the Fund, Net Realized Capital Gains, trust capital or other items in such amounts as the Trustees shall, in their absolute discretion, determine. Without limiting the generality of the foregoing, the Trustees may designate any capital gain realized by the Fund as a result of the redemption of Units pursuant to Section 6.5, and any income attributable to interest accrued on the Participating Notes distributed, to the redeeming Unitholders in accordance with that Section. For greater certainty, it is hereby declared that any distribution of Net Realized Capital Gains shall include the non-taxable portion of the capital gains of the Fund which are encompassed in such distribution.

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5.6 Enforceability of Right to Receive Distributions

For greater certainty, it is hereby declared that, subject to Section 2.7(d), each Unitholder shall have the legal right to enforce payment on any Distribution Record Date, of any amount payable to such Unitholder as a result of any distribution that is declared payable to such Unitholder pursuant to this Article 5 on such Distribution Record Date.

5.7 Method of Payment of Distributions

(a) Where the Trustees determine that the Fund does not have available cash in an amount sufficient to make payment of the full amount of any Distribution that has been declared to be payable pursuant to this Article 5 on the due date for such payment, or if any cash Distribution should be contrary to any Subordination Agreement, the payment may, at the option of the Trustees and subject to any Applicable Laws and receipt of any necessary Approvals (which the Fund will use reasonable commercial efforts to obtain forthwith), include the issuance of additional Units, or fractions of Units, if necessary, having a value equal to the difference between the amount of such Distribution and the amount of cash that has been determined by the Trustees to be available for the payment of such Distribution.

(b) The value of each Unit that is issued pursuant to Section 5.7(a) shall be the "closing market price", as defined in Section 6.3(a), of the Units on the day preceding the applicable Distribution Payment Date, provided that if the particular date is not a Business Day then the "closing market price" shall be determined on the last Business Day that precedes such particular date.

5.8 Withholding Taxes

The Trustees shall deduct or withhold from Distributions payable to any Unitholder all amounts required by Applicable Law to be withheld from such Distribution. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes hereof as having been paid to the holder of the Units in respect of which such deduction and withholding was made. To the extent that the amount so required or permitted to be deducted or withheld from any payment to a Unitholder exceeds the cash portion of the Distribution otherwise payable to the holder, the Trustees are hereby authorized to sell or otherwise dispose of such portion of the Units or other non-cash Distribution being made to the Unitholder as is necessary to provide sufficient funds to the Trustees to enable them to comply with such deduction or withholding requirement and the Fund shall notify the Unitholder thereof and shall remit any net proceeds of such sale in excess of the amount necessary to fulfill the Trustee's withholding or deduction obligation to the Unitholder. Notwithstanding the foregoing, the Trustees may make such other arrangements as they, in their sole discretion, consider appropriate, including seeking funding of the withholding from the Unitholder, to satisfy the Trustees' withholding and deduction obligations.

5.9 Definitions

Unless otherwise specified or the context otherwise requires, any term in this Article 5 that is defined in the Tax Act shall have for the purposes of this Article 5 the meaning that it has in the Tax Act.

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5.10 Payments of Cash

(a) Any payment of cash by the Fund to a Unitholder pursuant to this Article 5 or any other provision herein shall conclusively be deemed to have been made upon mailing of a cheque or bank draft in a postage prepaid envelope, addressed to the Unitholder at the Unitholder's last address appearing in the Register, unless such cheque or bank draft is dishonoured upon presentation. Upon such payment, the Fund and the Trustees shall be discharged from all liability to the Unitholder in respect of such payment, except to replace any cheque that is lost or destroyed. In the case of joint registered Unitholders, any cash payment required hereunder to be made to a Unitholder shall be deemed to be made to such Unitholders jointly and shall be paid by cheque or bank draft.

(b) A Unitholder or any one of the joint Unitholders may designate and the Trustees may accept that any payment required to be made hereunder shall be made by deposit to an account of such Unitholder or to a joint account of such Unitholder and any other person or in the case of joint registered Unitholders to an account of joint registered Unitholders or to an account of any one of the joint registered Unitholders. A cheque or bank draft shall, unless the joint registered Unitholders otherwise direct, be made payable to the order of all of the said joint registered Unitholders, and if more than one address appears on the books of the Fund in respect of such joint unitholding, the cheque or bank draft or payment in other acceptable manner as aforesaid shall satisfy and discharge all liability of the Trustees and the Fund for the amount so required to be paid unless the cheque or bank draft is not paid at par on presentation at any place where it is by its terms payable. In the event of non-receipt of any such cheque or bank draft by the person to whom it was mailed, the Trustees, on proof of the non-receipt and upon satisfactory indemnity being given to them and to the Fund, shall issue to the person a replacement cheque or bank draft for a like amount.

5.11 Income Tax Matters

In reporting income for income tax purposes, the Fund will claim the maximum amount available to it as deductions under Applicable Laws, unless the Trustees determine otherwise.

5.12 Distribution Reinvestment Plans, Incentive Plans, etc.

Subject to any Applicable Laws and receipt of any necessary Approvals, the Trustees may, acting in their sole discretion, establish one or more distribution reinvestment plans, distribution reinvestment and Unit purchase plans, Unit option plans or other incentive plans at any time and from time to time.

ARTICLE 6 REDEMPTION OF UNITS

6.1 Right of Redemption

Each Unitholder shall be entitled to require the Fund to redeem, at any time or from time to time at the demand of the Unitholder, all or any part of the Units registered in the

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name of the Unitholder at the prices determined and payable in accordance with the terms and conditions hereof.

6.2 Exercise of Redemption Right

(a) To exercise a Unitholder's right to require redemption under this Article 6, a duly completed and properly executed notice requiring the Fund to redeem Units in a form approved by the Trustees along with the certificate or certificates representing such Units, shall be sent to the Fund at the head office of the Fund and, if held through the Book-Entry Only System, the duly completed and properly executed notice of redemption should be sent to the Fund and to CDS together with written instructions as to the number of Units to be redeemed. No form or manner of completion or execution shall be sufficient unless the same is in all respects satisfactory to the Trustees and/or to CDS, as applicable, and is accompanied by any further evidence that the Trustees or CDS, as applicable, may reasonably require with respect to the identity, capacity or authority of the person giving such notice.

(b) Upon receipt by the Fund of the notice to redeem Units, the Unitholder shall thereafter cease to have any rights with respect to the Units tendered for redemption (other than to receive the redemption payment therefor, unless the redemption payment is not made as provided for herein), including the right to receive any distributions thereon that are declared payable to the Unitholders of record on a date that is subsequent to the day of receipt by the Fund of such notice. Units shall be considered to be tendered for redemption on the date (the "Redemption Date") that the Fund, to the satisfaction of the Trustees and CDS, as applicable, has received the notice and other required documents or evidence as aforesaid.

6.3 Cash Redemption

(a) Subject to Section 6.2, upon receipt by the Fund of the notice to redeem Units, the holder of the Units tendered for redemption shall be entitled to receive a price per Unit (the "Redemption Price") equal to the lesser of:

(i) 90% of the "current market price" of a Unit on the principal market on which the Units are quoted or listed for trading during the 10 consecutive trading day period ending on the trading day before the Redemption Date; and

(ii) 100% of the "closing market price" on the principal market or exchange on which the Units are quoted or listed for trading on the Redemption Date.

The "current market price" shall be an amount equal to the weighted average of the closing price of the Units for each of the trading days on which there was a closing price; provided that, if the applicable stock exchange or market does not provide a closing price but only provides the highest and lowest prices of the Units traded on a particular day, the "current market price" shall be an amount equal to the weighted average of the highest and lowest prices for each of the trading days on which there was a trade; and provided further that, if there was trading on the applicable stock exchange or market for fewer than five of the 10 trading days, the "current market price" shall be the average of the following prices established for each of the 10

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trading days: the average of the last bid and last asking prices for each day on which there was no trading; the closing price of the Units for each day that there was trading, if the stock exchange or market provides a closing price; and the weighted average of the highest and lowest prices of the Units for each day that there was trading, if the stock exchange or market provides only the highest and lowest prices of Units traded on a particular day.

For the purposes of Section 6.3(a)(ii) and Section 5.7(b), the "closing market price" shall be an amount equal to: (A) the closing price of the Units if there was a trade on the date and the stock exchange or market provides a closing price; (B) the average of the highest and lowest prices of Units if there was trading and the stock exchange or other market provides only the highest and lowest trading prices of Units traded on a particular day; and (C) the average of the last bid and last asking prices if there was no trading on the date.

(b) Subject to Sections 6.4 and 6.5, the Redemption Price payable by the Fund in respect of the Units surrendered for redemption during any calendar month shall be satisfied by way of a cash payment no later than the last day of the calendar month following the month in which the Units were tendered for redemption. Payments made by the Fund of the Redemption Price are conclusively deemed to have been made upon the mailing of a cheque or bank draft in a postage prepaid envelope addressed to the former Unitholder, unless such cheque or bank draft is dishonoured upon presentation. Upon such payment, the Fund and the Trustees shall be discharged from all liability to the former Unitholder in respect of the Units so redeemed.

6.4 No Cash Redemption in Certain Circumstances

Section 6.3(b) shall not be applicable to Units tendered for redemption by a Unitholder, if:

(a) the total amount payable by the Fund pursuant to Section 6.3 in respect of such Units and all other Units tendered for redemption in the same calendar month exceeds $50,000 (the "Monthly Limit"); provided that the Trustees may, in their sole discretion, waive such limitation in respect of all the Units tendered for redemption in any calendar month. If a Unitholder is not entitled to receive cash upon the redemption of Units as a result of the foregoing limitation, then the Units tendered for redemption in any calendar month in which the total amount payable by the Fund pursuant to Section 6.3(b) exceeds the Monthly Limit will be redeemed in part by cash pursuant to Section 6.3(b), on a pro rata basis and, subject to any Applicable Laws and receipt of any necessary Approvals (which the Fund will use reasonable commercial efforts to obtain forthwith), by a distribution in specie of a pro rata number of securities of the Company held by the Fund under Section 6.5;

(b) at the time the Units are tendered for redemption, the outstanding Units are not listed for trading or quoted on any stock exchange or quoted on another market which the Trustees consider, in their sole discretion, provides representative fair market value prices for the Units; or

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(c) the normal trading of the outstanding Units is suspended or halted on any stock exchange on which the Units are listed for trading or, if not so listed, on any market on which the Units are quoted for trading, on the Redemption Date or for more than five trading days during the 10 trading day period commencing immediately prior to the Redemption Date.

6.5 In Specie Redemption

(a) If, pursuant to Section 6.4, Section 6.3(b) is not applicable to all or any part of the Units tendered for redemption by a Unitholder, all or such part of the Redemption Price per Unit specified in Section 6.3(b) to which the Unitholder would otherwise be entitled shall, subject to any Applicable Laws and receipt of necessary Approvals (which the Fund will use reasonable commercial efforts to obtain forthwith), be paid and satisfied by way of the cash payment referred to in Section 6.4(a) and by a distribution in specie to such Unitholder of a pro rata number of New Dominion Common Shares and Participating Notes (in the principal amount of $100) and other securities held by the Fund, on the basis, for such Units tendered for redemption, equal to the product of:

(i) the number of Units tendered for redemption divided by the total number of Units outstanding on the Redemption Date, multiplied by

(ii) the number of New Dominion Common Shares and Participating Notes (in the principal amount of $100) held by the Fund on the Redemption Date.

(b) The Redemption Price payable pursuant to Section 6.5(a) in respect of the Units tendered for redemption during any month shall, subject to any Applicable Laws and receipt of necessary Approvals (which the Fund will use reasonable commercial efforts to obtain forthwith), be paid by the transfer to or to the order of the Unitholder who exercised the right of redemption, no later than the last day of the calendar month following the end of the month in which the Units were tendered for redemption (the "Transfer Date"), of the number of New Dominion Common Shares and Participating Notes (in principal amount of $100) and other securities determined pursuant to Section 6.5(a). The Fund shall be entitled to all interest paid on the Participating Notes and the distributions paid on the New Dominion Common Shares being transferred, to and including the Transfer Date. Payments by the Fund of the Redemption Price are conclusively deemed to have been made upon the mailing of the certificates representing the securities of the Company, and a cheque or bank draft representing the Unitholder's share of cash pursuant to Section 6.5(a), by registered mail in a postage prepaid envelope addressed to the former Unitholder and/or any party having a security interest. Upon such payment, the Fund and the Trustees shall be discharged from all liability to the former Unitholder and any party having a security interest in respect of the Units so redeemed (unless, but only to the extent that, such cheque or bank draft is dishonoured upon presentation). No fractional securities or Participating Notes in a principal amount less than $100 will be distributed and, where the number of securities to be received by the former Unitholder includes a fraction or a principal amount of Participating Notes less than a multiple of $100, such number shall be rounded to the next lowest number or multiple of $100, as the case may be, with the balance of any such Redemption Price to be paid in immediately available funds. Where the Fund makes a distribution in specie of a pro rata number of securities on a redemption of Units pursuant to this Section 6.5, the Trustees

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may, in their sole discretion, designate portions of the amount of the fair market value of such securities (i) not exceeding the amount of any capital gain of the Fund realized as a result of the distribution of such property as an amount payable out of the Net Realized Capital Gains of the Fund; and (ii) not exceeding the amount of accrued interest on Participating Notes distributed on such redemption, as an amount payable out of the Income of the Fund. If applicable, the Fund will be entitled to all amounts paid on the securities distributed on or before the date of the distribution in specie.

6.6 Cancellation of All Redeemed Units

All Units that are redeemed under this Article 6 shall be cancelled and such Units shall no longer be outstanding.

ARTICLE 7 TRUSTEES

7.1 Number of Trustees

The Fund will have a minimum of three Trustees and a maximum of 10 Trustees, with the number of Trustees from time to time within such range being fixed by resolution of the Trustees, provided that until otherwise so determined by resolution, the number of Trustees shall be seven. At least a majority of the Trustees must be Residents. 7.2 Calling and Notice of Meetings

Meetings of the Trustees shall be called and held at such time and at such place in Canada as the Trustees, the chairman of the Trustees or any two Trustees may determine, and any one Trustee or officer of the Fund may give notice of meetings when directed or authorized by such persons. Notice of each meeting of the Trustees shall be given to each Trustee not less than 48 hours before the time when the meeting is to be held, provided that if a quorum of Trustees is present, the Trustees may without notice hold a meeting immediately following an annual meeting of Unitholders. Notice of a meeting of the Trustees may be given verbally, in writing or by telephone, fax, e-mail or other means of communication. Notwithstanding the foregoing, the Trustees may by resolution from time to time fix a day or days in any month or months for regular meetings of the Trustees at a place and hour to be named, in which case, provided that a copy of such resolution is sent to each Trustee forthwith after being passed and forthwith after each Trustee's appointment, no other notice shall be required for any such regular meeting. A notice of a meeting of Trustees need not specify the purpose of or the business to be transacted at the meeting. A Trustee may in any manner waive a notice of a meeting of the Trustees and attendance of a Trustee at a meeting of the Trustees is a waiver of notice of the meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

7.3 Place of Meetings

Meetings of the Trustees shall be held in Canada. A Trustee who attends a meeting of Trustees, in person or by telephone, is deemed to have consented to the location of

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the meeting, except when he or she attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

7.4 Meetings by Telephone

A Trustee may participate in a meeting of the Trustees or of a committee of the Trustees by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other. A Trustee participating in such a meeting in such manner shall be considered present at the meeting and at the place of the meeting.

7.5 Quorum The quorum for the transaction of business at any meeting of the Trustees shall

consist of a majority of the number of Trustees fixed in accordance with Section 7.1 at such time, and, notwithstanding any vacancy among the number of Trustees, a quorum of Trustees may exercise all of the powers of the Trustees, provided that the Trustees shall not transact business at a meeting of Trustees unless a majority of Trustees present are Residents. 7.6 Chairman

The chairman of any meeting of the Trustees shall be the Trustee present at the meeting who holds the office of chairman of the Trustees or, if such Trustee is not present, the Trustees present shall choose one of their number to be chairman.

7.7 Action by the Trustees

At all meetings of the Trustees every question shall be decided by a majority of the votes cast on the question; provided that a majority of the Trustees comprising the majority of the votes cast must be Residents. In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote. The powers of the Trustees may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all Trustees who would be entitled to vote on that resolution at a meeting of the Trustees. Resolutions in writing may be signed in counterparts, including by facsimile, each of which shall be deemed to be an original and all originals together shall be deemed to be one and the same instrument.

7.8 Adjourned Meeting Any meeting of Trustees may be adjourned from time to time by the chairman of

the meeting with the consent of the Trustees present at the meeting to a fixed time and place. Further notice of the adjourned meeting need not be given. The adjourned meeting shall be duly constituted if a quorum is present and if it is held in accordance with the terms of the adjournment. If there is not a quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated upon its adjournment.

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7.9 Remuneration and Expenses

The Trustees shall be paid such remuneration for their services as the Trustees may from time to time determine. The Trustees shall also be entitled to be reimbursed for reasonable traveling and other expenses properly incurred by them in attending meetings of the Trustees or any committee thereof or in connection with their services as Trustees. Nothing herein contained shall preclude any Trustee from serving the Fund in any other capacity and receiving remuneration