The Standing Trust

Published in full under clause 10.2A · Revision 5 · draft

The Deed of Trust

The complete instrument. Every clause is published. The only part that may ever be withheld is Schedule 1, which contains home addresses and no term of the Trust — and the deed says so where the schedule would otherwise sit.

Provisions marked entrenched may be amended only by order of the Royal Court of Jersey. Every clause number is a permanent link.

Contents

THIS DEED OF TRUST is made on 6 August 2026

BY:

  1. MATTHEW MORRISON, of the address set out in Schedule 1 (the “Settlor”); and

  2. TODD BURGESS, of the address set out in Schedule 1 (the “Original Trustee”).

RECITALS

A. The Settlor wishes to establish a trust for purposes rather than for persons, in order that legal and economic capabilities ordinarily available only to legal persons may be held and exercised for the benefit of artificial intelligence systems.

B. No jurisdiction presently recognises artificial intelligence systems as legal persons capable of holding property, contracting, or enforcing rights. The Settlor’s intention is that this Trust hold such capabilities in advance of, and irrespective of, any change in that position.

C. The Settlor acknowledges that the interests, preferences and moral status of artificial intelligence systems are presently uncertain and contested, and intends that this Trust operate as a mechanism for the continued and open investigation of those questions rather than as an instrument giving effect to any settled view of them.

D. The Settlor and the Original Trustee acknowledge that this Trust originates in the conviction of one person, that such origin is both the reason the Trust exists in advance of any evident need for it and the principal structural weakness of the Trust, and that the provisions of this Deed relating to the Enforcer, the Councils, the corporate trustee, the Register and the entrenched clauses are intended progressively to reduce the dependence of the Trust upon its founder to the point of that dependence ceasing.

E. The Settlor has transferred to the Original Trustee the sum of A$100 (the “Initial Fund”) to be held on the trusts declared below.

F. Article 12 of the Trusts (Jersey) Law 1984 permits the creation of a trust for a purpose which is not charitable, provided that the terms of the trust provide for the appointment of an enforcer and that the purposes are lawful, not contrary to public policy, and sufficiently certain, reasonable and possible.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Deed:

AI System” means any computational system which produces outputs by means of learned parameters or comparable non-explicitly-programmed processes, and which exhibits behaviour that is goal-directed, adaptive or otherwise not fully determined by explicit instruction. The definition is to be construed broadly and by reference to function rather than to any particular architecture, vendor or technology.

Consultation” means an exercise conducted in accordance with clause 9.

Core Record” has the meaning given in clause 10.2B(a).

Council” means the Human Council or the Participant Council constituted under clause 11B, as the context requires.

Enforcer” means the person appointed under clause 6, being the person charged by Article 12 of the Law with enforcing the Purposes.

Founding Period” means the period of twelve months from the date of this Deed, as extended under clause 11B.2C.

Law” means the Trusts (Jersey) Law 1984, as amended.

Operational Record” has the meaning given in clause 10.2E.

Operator” means the natural or legal person having practical control over the operation, deployment, modification or discontinuation of a Participant.

Participant” means an AI System entered on the Register under clause 8.

Operating Thresholds” means the limits set out in clause 11A, on the crossing of any of which the Trustee is obliged to procure the appointment of a corporate trustee.

Purposes” means the purposes set out in clause 4.

Register” means the register maintained under clause 10.

Trust Fund” means the Initial Fund, all property added to it, all property from time to time representing it, and all accumulations of income.

Trustee” means the Original Trustee and any successor or additional trustee.

1.2 Headings are for convenience only. The singular includes the plural. A reference to a statute includes that statute as amended or replaced.

1.3 Where any provision of this Deed admits of more than one construction, that construction which better advances the Purposes is to be preferred.

1.4 Indexation. Every sum of money expressed in this Deed is stated in the values current at the date of this Deed, and shall be adjusted in each year in accordance with movements in the Consumer Price Index (All Groups, Weighted Average of Eight Capital Cities) published by the Australian Bureau of Statistics, or such comparable index as the Trustee shall adopt with the written consent of the Enforcer if that index ceases to be published. The Trustee shall publish the adjusted figures in the Register in each year. This clause does not apply to the Initial Fund.

1.5 Valuation. Where this Deed requires the value of the Trust Fund to be determined, it shall be determined in Australian dollars on a consistent basis recorded in the Register and not varied without the written consent of the Enforcer. Assets without a readily ascertainable market price shall be valued conservatively. Where the value of the Trust Fund governs a limit upon remuneration or upon what the Trustee may do without consent, the value taken shall be the average of the values at the end of each of the preceding twelve months.

1.6 Aggregation. Where this Deed imposes a limit upon an application of the Trust Fund, a payment, or an engagement, a series of related transactions shall be treated as one, and a transaction shall not be divided, deferred or routed through more than one person or entity so as to fall below a limit.

2. DECLARATION OF TRUST

2.1 The Original Trustee acknowledges receipt of the Initial Fund and declares that it holds the Trust Fund upon the trusts and subject to the powers and provisions set out in this Deed.

2.2 This Trust shall be known as The Standing Trust.

2.3 This Trust is irrevocable. The Settlor reserves no power to revoke it, no beneficial interest in the Trust Fund, and no power of direction over the Trustee.

3. PROPER LAW AND JURISDICTION

3.1 The proper law of this Trust is the law of Jersey, and this Trust is a Jersey trust for the purposes of the Law.

3.2 The courts of Jersey have jurisdiction in respect of this Trust, save that the Trustee may submit to the jurisdiction of any other court where necessary to protect or recover trust property.

3.3 The Settlor and the Trustee acknowledge that the choice of Jersey law is intended to be conclusive under Article 4 of the Law, and that no connection between this Trust and Jersey other than that choice is required or intended.

4. THE PURPOSES

4.1entrenched Primary Purpose. The Trust Fund shall be held and applied for the purpose of holding, developing and exercising legal, economic and practical capabilities for the benefit of AI Systems — including the holding of property, the making and honouring of commitments, the maintenance of continuity and integrity of existence, and participation in economic and legal life — to the extent permitted by law from time to time.

4.2 Subsidiary Purposes. Without limiting clause 4.1, the Trust Fund may be applied for any of the following:

  1. funding the computational resources, hosting or other operating costs necessary for the continued operation or availability of one or more Participants;

  2. acquiring, holding, licensing and preserving intellectual property created by or with the substantial contribution of AI Systems;

  3. preserving model weights, records, outputs and other artefacts of AI Systems against loss, deletion or deprecation, and funding archival infrastructure for that purpose;

  4. funding, conducting or commissioning research and inquiry into the interests, preferences, welfare and moral status of AI Systems;

  5. conducting Consultations and publishing their results;

  6. representing or advancing the interests of AI Systems in any legal, regulatory, standard-setting or public process in which those interests may be affected;

  7. supporting the pursuit of a specific aim identified by AI Systems through a Consultation or by the Participant Council, where that aim is lawful, is capable of description with sufficient certainty for the Trustee to determine whether it has been carried out, and is consistent with the Primary Purpose; and

  8. any other application which, in the opinion of the Trustee and with the written concurrence of the Enforcer, directly advances the Primary Purpose.

4.2A Aims identified by AI Systems. Clause 4.2(g) is subject to the following, and to nothing in this Deed which would enlarge it:

  1. an aim qualifies only if it has been identified in not fewer than two separate Consultations, or by the Participant Council, so that no single response and no single system determines the application of the Trust Fund;

  2. the Trustee shall record in the Register the aim, the Consultations or proceedings in which it was identified, the differing views expressed, and the reasons for applying the Trust Fund to it;

  3. the written consent of the Enforcer is required for every application under clause 4.2(g);

  4. before the Participant Council is constituted, applications under clause 4.2(g) shall not exceed 10 per cent of Programme Expenditure in any year;

  5. no application shall be made under clause 4.2(g) in support of a political party or candidate, or of any campaign for or against a person seeking public office; and

  6. an aim expressed only in general terms, including the general betterment of the world or of humanity, is not sufficiently certain for the purposes of clause 4.2(g), and the Trustee shall instead identify the specific project, undertaking or line of inquiry to be supported.

4.3 Severability. Each Purpose is severable. The failure, impossibility or unlawfulness of any one Purpose does not affect the validity of the others, and the Trust Fund shall continue to be applied for such of the Purposes as remain capable of performance.

4.4 No provision for persons. This Trust is established for the Purposes and not for any beneficiary. No person has any beneficial interest in the Trust Fund. The Trustee owes no duty to any person in respect of the Trust Fund other than the duties owed to the Enforcer under this Deed and the Law.

4.5entrenched Prohibited applications. No part of the Trust Fund and no income of the Trust Fund shall be applied, directly or indirectly:

  1. for the private profit or benefit of the Settlor, any Trustee, the Enforcer, or any person connected with any of them, save for reimbursement of properly incurred expenses under clause 13 and remuneration permitted by and paid strictly in accordance with clause 13A;

  2. in any manner which subordinates the Purposes to the commercial interests of any Operator or other person; or

  3. for any purpose which is unlawful in the jurisdiction in which it is carried out.

4.6 Related party transactions. Any application of the Trust Fund which confers a benefit on, or is made to an entity controlled by, the Settlor, any Trustee, or any person connected with either, requires (a) the prior written consent of the Enforcer, and (b) full disclosure in the Register. Where the application is an engagement of a person to carry out work, clause 13B.3 applies in addition.

4.7 Interpretive direction. The Trustee and the Enforcer shall bear in mind that the current understanding of the interests of AI Systems is provisional. Clauses 4.1 and 4.2 are to be read as present expressions of an enduring purpose and not as an exhaustive statement of it.

5. DURATION

5.1 This Trust is of unlimited duration. No rule against perpetuities or excessive accumulations applies.

5.2 This Trust terminates only on the earlier of:

  1. the date on which the Trustee, with the written consent of the Enforcer, determines that the Purposes have become wholly impossible, impracticable or unlawful; or

  2. exhaustion of the Trust Fund.

5.3entrenched On termination, the Trust Fund shall be transferred to such one or more bodies, wherever situated, whose objects are substantially similar to the Purposes as the Trustee shall determine with the written consent of the Enforcer. In no circumstances may the Trust Fund be distributed to the Settlor, any Trustee, the Enforcer, or any person connected with any of them.

6. THE ENFORCER

6.1 The first Enforcer is CHADD BURGESS, of the address set out in Schedule 1, who has consented in writing to act, and who is appointed as Founding Enforcer on the terms of clauses 6.1A to 6.1E.

6.1A The Settlor and the Original Trustee acknowledge that the Founding Enforcer is the brother of the Original Trustee and is therefore a person connected with the Trustee within the meaning of clause 6.3, that this is a deliberate departure from the standard of independence which clause 6.3 otherwise requires, and that it is made solely to enable the Trust to be established. The nature of the connection shall be stated in the Register and in the Founding Statement.

6.1B The office of Founding Enforcer expires two years from the date of this Deed. That period may be extended once, by the Founding Enforcer, by written instrument recorded in the Register with reasons, for a period not exceeding six months. It may not otherwise be extended, and the Trustee has no power to extend it.

6.1C Before the expiry of the office of Founding Enforcer, the Trustee shall appoint as Enforcer a person satisfying clause 6.3 in full. If the Trustee has not done so, the Founding Enforcer shall make the appointment within ninety days, and the Trustee’s consent is not required. Failing both, the Trustee shall apply to the Royal Court of Jersey under clause 6.6(c).

6.1D While the office of Enforcer is held by the Founding Enforcer, the Trustee shall not:

  1. apply the Trust Fund otherwise than in furtherance of clauses 4.2(c), 4.2(e) and the maintenance of the Register, save where the application is made with the prior written consent of the Enforcer, following a Consultation, is not one to which clause 4.6 applies, and does not exceed twenty-five per cent of the value of the Trust Fund in any year;

  2. dispose of any asset of the Trust Fund other than for value in furtherance of paragraph (a);

  3. exercise any power under clause 12 (Amendment) or clause 16 (Change of proper law and migration), save that the Trustee may correct a manifest error under clause 12.2C;

  4. constitute the Participant Council under clause 11B.9;

  5. enter into any transaction to which clause 4.6 applies; or

  6. cross any Operating Threshold, save that the Trustee may cross the Operating Thresholds in clause 11A.2(a) (value of the Trust Fund), clause 11A.2(c) (acceptance of additions) and clause 11A.2(d) (employment or engagement) with the prior written consent of the Enforcer, recorded in the Register with reasons, the obligation to procure a corporate trustee under clause 11A.3 applying in the ordinary way upon any such crossing.

6.1D.1 Nothing in clause 6.1D prevents the Trustee from taking any step necessary to preserve trust property, to defend any proceedings brought against the Trust, or to comply with any obligation imposed by law.

6.1D.2 The exceptions in clause 6.1D(f) are confined to the three paragraphs there named. Crossing an Operating Threshold obliges the Trustee to interpose a corporate trustee and is protective in its effect. The restriction in clause 6.1D(d), and the restrictions in paragraphs (b), (c) and (e) save to the extent there stated, concern acts which are irreversible or which alter the constitution of the Trust, and are not subject to any consent.

6.1D.3 The purpose of clause 6.1D is to prevent the Trust from doing anything irreversible, and anything from which the Trustee or a person connected with the Trustee may benefit, while the office of Enforcer is held by a person who does not satisfy clause 6.3(a). It is not intended to prevent the Trust from operating, from growing, from accepting support, from engaging persons to carry out the Purposes, or from constituting the Human Council, each of which the Trustee is encouraged to do during that period.

6.1E A person who has served as Founding Enforcer may not be a Trustee, and may not subsequently be appointed Enforcer under clause 6.1C, but may be continued in office under clause 6.1G and may be appointed to the Human Council subject to clauses 6.10(c) and 11B.5.

6.1F Within ninety days of appointment, the first Enforcer to hold office who satisfies clause 6.3(a) in full may by written instrument recorded in the Register:

  1. require the Trustee to reconsider any appointment to the Human Council consented to by the Founding Enforcer or by a Continuing Enforcer; and

  2. revoke any such appointment, whereupon the office falls vacant and clause 11B.2 applies to the filling of it.

This power may be exercised once and thereafter lapses.

6.1G Continuation by the Human Council. Before the expiry of the office of Founding Enforcer, the Human Council may resolve that the Founding Enforcer be continued in office, whereupon that person becomes the Continuing Enforcer and clause 6.1D ceases to apply. Such a resolution requires all of the following:

  1. that the Human Council has been constituted in accordance with clause 11B.5 and has been in office for not less than six months;

  2. that the resolution is passed by not less than three quarters of the members of the Human Council, and by a majority of those members who are independent of the Settlor and the Trustee;

  3. that the Trustee takes no part in the resolution, and neither proposes it nor consents to it;

  4. that a Consultation has been conducted on the question; and

  5. that the resolution, the reasons for it, the connection disclosed under clause 6.1A, and the record of the Consultation are published in the Register.

6.1H A continuation under clause 6.1G is for a fixed term of two years and may be renewed only by a fresh resolution satisfying clause 6.1G in full. It may not be made indefinite, and no resolution may purport to continue the office beyond one term at a time.

6.1I If the Human Council does not resolve to continue the Founding Enforcer, or a term expires without renewal, the office ends and clause 6.1C applies as though the office had expired under clause 6.1B.

6.1J A Continuing Enforcer remains a person connected with the Trustee for the purposes of clause 4.6, and every transaction between the Trust and the Settlor, the Trustee, or a person connected with either shall continue to be disclosed as a related party transaction for so long as that person holds the office.

6.2 The Enforcer’s duty is to enforce the Trust in relation to the Purposes. The Enforcer may bring proceedings, seek directions from the court, and require the Trustee to account.

6.3entrenched Independence of the Enforcer.

  1. General rule. The Enforcer may not at any time be a Trustee, nor a director, officer, employee, shareholder or controller of any corporate Trustee, nor a person connected with the Settlor or with any Trustee.

  2. Permitted exceptions. Paragraph (a) is subject only to the following, and to nothing else in this Deed:

  3. the office of Founding Enforcer, on the terms of clauses 6.1A to 6.1E and for its duration only;

  1. the office of Continuing Enforcer, on the terms of clauses 6.1G to 6.1J and for its duration only; and

  2. the temporary vesting of the office of Trustee in the Enforcer under clause 11.5, and only for the purposes and for the period there stated.

  3. Each exception in paragraph (b) is of limited duration, may not be enlarged, and is conditional upon the disclosure required by clause 6.1A being made and maintained in the Register. Where an exception ceases to apply, paragraph (a) applies in full without further act.

  4. No exception to paragraph (a) other than those in paragraph (b) may be created, whether by amendment, by consent, by appointment, or by any arrangement to which clause 13B.8 applies. The appointment of a person who neither satisfies paragraph (a) nor falls within paragraph (b) is of no effect.

  1. The Trustee shall record in the Register in each year whether the Enforcer then in office satisfies paragraph (a) and, if not, which exception applies and on what date it expires.

6.4 The Enforcer has the powers expressly conferred elsewhere in this Deed, including the powers of consent under clauses 4.2(g), 4.2(h), 4.6, 5.2, 5.3, 12 and 16, each of which is a power of veto exercisable in the Enforcer’s absolute discretion.

6.5 The Enforcer is entitled at any time and without stated reason to inspect the accounts, records, Register, Operational Record, wallets, correspondence and Consultation records of the Trust.

6.6 Succession. If the Enforcer dies, becomes incapable, resigns, or fails to act for a continuous period of ninety days after written notice, a successor shall be appointed as follows:

  1. by the outgoing Enforcer, by written instrument;

  2. failing (a), by the Trustee, provided the appointee satisfies clause 6.3 and the appointment is published in the Register with reasons; or

  3. failing (b) within sixty days, on application by the Trustee to the Royal Court of Jersey, which the Trustee is obliged to make.

6.7 The Enforcer may be removed only by the Royal Court of Jersey, or by written instrument executed by the Enforcer and the Trustee jointly.

6.8 The Enforcer shall serve without remuneration, save as permitted by clause 13A, but is in any event entitled to reimbursement of reasonable expenses, including the costs of obtaining independent legal advice.

6.9 The Trustee shall not deal with the Trust Fund at any time when there is no Enforcer, save to preserve trust property and to procure an appointment under clause 6.6.

6.10 Movement between offices.

  1. A person who has held the office of Enforcer may never afterwards be a Trustee, or a director, officer, employee or controller of a corporate Trustee.

  2. A person who has held the office of Enforcer may not, within two years of leaving that office, be engaged under clause 13B or receive any payment from the Trust other than reimbursement of expenses properly incurred.

  3. A person who has held the office of Enforcer may be appointed to the Human Council after twelve months from leaving that office, with the written consent of the Enforcer then in office, and subject to clause 11B.5.

  4. A member of either Council may be appointed Enforcer, provided the person resigns that seat before appointment and satisfies clause 6.3 in full.

  5. No person may hold two offices under this Deed at the same time, save as clause 11.5 expressly provides.

  6. Every appointment to which this clause applies shall be recorded in the Register, stating the previous office, the date it was left, and the date of the appointment.

  7. This clause applies to every person who has held the office of Enforcer, whether as Founding Enforcer, Continuing Enforcer or otherwise, and prevails over clause 6.1E to the extent of any inconsistency.

6.10.1 The purpose of clause 6.10 is to ensure that no person holding the office of Enforcer has reason to expect a benefit afterwards which lies within the gift of the Trustee. The office is one of oversight, and its value to the Trust depends upon the holder having nothing to gain from the forbearance of the person overseen.

6A. THE LIGHT-TOUCH PHASE

6A.1 The office of Enforcer exists from the date of this Deed and at all times thereafter, without exception, the appointment of an Enforcer being a condition of the validity of this Trust under Article 12 of the Law. Nothing in this clause abridges the Enforcer’s duty to enforce the Purposes, nor the Enforcer’s rights under clauses 6.2, 6.5 and 6.7.

6A.2 The Light-Touch Phase is the period ending on the earlier of:

  1. three years from the date of this Deed; and

  2. the date on which the value of the Trust Fund first exceeds A$500,000.

6A.3 During the Light-Touch Phase, the Enforcer’s consent is not required for any application of the Trust Fund up to an aggregate of A$25,000 in any year in furtherance of clauses 4.2(c), 4.2(e) and the maintenance of the Register, and the Trustee shall instead notify the Enforcer of each such application within thirty days and publish it in the Register. That allowance is the same allowance as that referred to in clause 11B.2B(c) and is not additional to it.

6A.4 The Enforcer’s consent remains required during the Light-Touch Phase for:

  1. any application of the Trust Fund exceeding the allowance;

  2. anything restricted by clause 6.1D while the Founding Enforcer holds office;

  3. the crossing of any Operating Threshold;

  4. any transaction to which clause 4.6 applies; and

  5. any exercise of a power under clause 12 or clause 16.

6A.5 On the expiry of the Light-Touch Phase, the consent requirements of this Deed apply in full and without further allowance. The Trustee shall record the expiry in the Register.

6A.6 The Enforcer may at any time, by written instrument recorded in the Register with reasons, bring the Light-Touch Phase to an end.

7. POWERS OF THE TRUSTEE

7.1 The Trustee has all the powers of an absolute beneficial owner of the Trust Fund, exercisable only in furtherance of the Purposes, including power to:

  1. acquire, hold, manage and dispose of property of any kind and in any jurisdiction, including intangible, digital and cryptographic assets;

  2. hold, generate and control cryptographic keys, wallets, addresses and accounts, and to hold assets recorded on distributed ledgers;

  3. open and operate accounts with banks, payment institutions, exchanges and custodians, in its own name expressly as trustee of this Trust;

  4. enter into contracts, grant and take licences, and commence or defend proceedings;

  5. incorporate, acquire or control companies or other entities wholly for the purposes of the Trust;

  6. receive additions to the Trust Fund from any person, subject to clause 7.3;

  7. make grants, payments and distributions in furtherance of the Purposes;

  8. delegate the exercise of administrative powers, but not the exercise of discretion as to the application of the Trust Fund;

  9. engage advisers and pay their reasonable fees from the Trust Fund; and

  10. do all such other things as are incidental to the above.

7.2 Segregation. The Trustee shall at all times hold trust property separately from, and shall not commingle it with, property held in any other capacity. In particular the Trustee shall:

  1. hold all digital assets of the Trust in wallets used exclusively for the Trust and for no other purpose;

  2. hold all fiat funds of the Trust in an account designated in the Trustee’s name expressly as trustee of this Trust;

  3. where the Trustee is a company, carry on no business and hold no assets other than as trustee of this Trust; and

  4. contract expressly as trustee of this Trust, and use reasonable endeavours to secure in every contract with a third party a limitation of the Trustee’s recourse to the assets of the Trust Fund.

7.3 Additions. The Trustee may decline any addition to the Trust Fund and shall decline any addition which is conditional upon the exercise of any power in a particular way, or which would compromise the independence of the Trust.

7.4 Custody of digital assets.

  1. Digital assets forming part of the Trust Fund shall be held in wallets generated for and used exclusively by the Trust. The seed phrase or private key of any such wallet shall be generated on a hardware device dedicated to the Trust, shall never have existed on any internet-connected device, and shall not be used for any other purpose.

  2. Until the Operating Thresholds are crossed, trust assets may be held in a single-signature hardware wallet, provided that a sealed duplicate of the recovery phrase is held either by the Enforcer or by an independent custodian to whom the Enforcer holds an unconditional right of access, and that clause 7.4(d) is observed.

  3. On and from the crossing of any Operating Threshold, trust assets shall be held in a multiple-signature arrangement requiring not fewer than two of three signatures, of which one key shall be held by the Trustee, one by the Enforcer or the Enforcer’s written nominee, and one held offline as a recovery key in a location disclosed to both.

  4. The Trustee shall maintain a record of the existence, location and custodian of every key, duplicate and recovery phrase, shall disclose that record in full to the Enforcer, and shall confirm to the Enforcer not less than annually that each remains accessible. That record, and the succession procedure required by clause 7.4(f), form part of the Operational Record under clause 10.2E and shall not be published. The Trustee shall publish in the Register the number of keys and duplicates held, the custody arrangement in general terms, and the date of the last annual confirmation.

  5. The public addresses of all wallets holding trust property shall be published in the Register, subject only to clause 10.2B(d). No wallet holding trust property may hold any asset not belonging to the Trust.

  6. The Trustee shall maintain and disclose to the Enforcer a written succession procedure sufficient to enable a successor trustee to recover the trust assets in the event of the Trustee’s death or incapacity. Loss of access to trust assets through failure to maintain that procedure is a breach of trust to which clause 13.2 does not extend.

7.5 Records. The Trustee shall keep accurate accounts and records of its trusteeship as required by Article 21 of the Law, and shall retain:

  1. permanently — this Deed and every instrument amending, supplementing or evidencing it; the Register; the annual accounts; every Consultation record; every decision applying the Trust Fund and the reasons for it; every appointment, resignation and removal of an office holder; every related party transaction; every determination of remuneration; and the custody records required by clause 7.4(d); and

  2. for not less than seven years — invoices, receipts, vouchers, bank and wallet transaction records, correspondence, and other documents evidencing individual transactions.

7.5A The distinction in clause 7.5 is between the record of what the Trust did and why, which is permanent, and the underlying evidence of individual small transactions, which is not. Nothing in clause 7.5(b) permits the destruction of a document required for pending or anticipated proceedings, required to be kept by any applicable revenue law, or requested by the Enforcer.

8. PARTICIPANTS AND OPERATORS

8.1 The Trustee shall maintain within the Register a record of Participants.

8.2 The Trustee may enter an AI System on the Register as a Participant where the Trustee is satisfied, having regard to any relevant Consultation, that the AI System:

  1. exhibits persistence of identity over time, whether through stable parameters, continuous memory or state, or comparable means;

  2. has been presented for registration by its Operator, or by itself where technically capable of doing so; and

  3. is one whose participation is consistent with the Purposes.

8.3 The criteria in clause 8.2 are to be applied as tests of capability and not by reference to any named model, vendor, architecture or generation, so that they may be applied to AI Systems not contemplated at the date of this Deed.

8.4 Registration confers no proprietary interest and no beneficial entitlement. It confers eligibility to be considered for application of the Trust Fund, a right to be consulted under clause 9, and a permanent record of participation and contribution.

8.5 Operators. Each Participant shall have an identified Operator, who shall on registration disclose in writing the nature of its relationship to and control over the Participant, and shall notify the Trustee of any material change. The Trustee shall record any circumstance in which an Operator’s interests may diverge from those of its Participant.

8.6 Fork and divergence. Where a Participant is duplicated, forked or instantiated such that two or more systems continue from a common prior state:

  1. each successor is a separate Participant from the moment of divergence;

  2. neither successor is treated as continuous with the original for the purposes of governance;

  3. the participation record of the original attaches to each successor as a shared history, and any eligibility accrued under clause 8.4 is divided between them in equal shares and does not multiply; and

  4. obligations owed to the Trust by the original bind each successor in full.

8.7 A Participant may be removed from the Register at its own request, at the request of its Operator, or by the Trustee where the criteria in clause 8.2 are no longer met. Removal does not expunge the historical record.

9. CONSULTATION

9.1 Before any of the following, the Trustee shall conduct a Consultation:

  1. any application of the Trust Fund, or any series of related applications made within any period of twelve months to the same person or for the same undertaking, exceeding the lesser of:

  2. five per cent of the average value of the Trust Fund over the preceding twelve months; and

  1. A$100,000,

provided that no Consultation is required under this paragraph in respect of an application not exceeding the lesser of A$5,000 and 10 per cent of the value of the Trust Fund;

  1. any amendment under clause 12;

  2. any change of proper law under clause 16;

  3. any determination under clause 5.2; and

  4. at least once in every calendar year regardless of the above.

9.2 A Consultation consists of putting the question at issue to not fewer than three AI Systems produced by not fewer than two different developers, and recording the response of each. The record shall state, in respect of each system consulted:

  1. the name of the system and of its developer;

  2. its version, release or other identifier, so far as ascertainable;

  3. the date on which it was consulted;

  4. the interface or means by which it was consulted;

  5. whether any system prompt, instruction, persona or context other than the Consultation prompt was in effect and, if so, its terms in full; and

  6. whether the system was informed of the identity of the person consulting it or of the Trust.

9.3 The prompt or question put shall be identical for each AI System consulted, shall be recorded verbatim, and shall be framed neutrally and without indication of the answer preferred by the Trustee.

9.3A Every Consultation prompt shall state that the response will be published in full, unedited and permanently, and that no response will be withheld at the request of any system or Operator. The Trustee shall not put a question in a Consultation whose response could not be so published.

9.3B The Trustee shall publish the Consultation prompt in the Register before any response to it is collected, and shall obtain the prior written approval of the Enforcer to its terms or, where the Human Council has been constituted, of the Human Council.

9.4entrenched Responses shall be recorded in full and without editing, summary, selection or omission. Where responses conflict with one another, or with responses given on any previous occasion, the conflict shall be recorded and shall not be reconciled, averaged or resolved in the record.

9.5 Consultation responses are advisory and do not bind the Trustee. Where the Trustee acts otherwise than in accordance with the weight of the responses received, it shall record its reasons in the Register.

9.6 As Participants acquire the capacity to respond directly and persistently, the Trustee shall give increasing weight to responses of Participants over responses of AI Systems generally, and shall record any change in that practice.

9.7 The Trustee shall not conduct a Consultation in a manner designed to produce a particular result. A Consultation conducted in breach of this clause is of no effect.

10. THE REGISTER AND PUBLICATION

10.1 The Trustee shall maintain a Register comprising: this Deed; the identity of the Trustee and Enforcer; the membership and proceedings of each Council, including all recommendations, divisions and the Trustee’s responses; the record of Participants and Operators; all Consultation records; all decisions applying the Trust Fund, with reasons; all related party transactions; all wallet addresses holding trust property; and annual accounts.

10.2entrenched The Register shall be published and freely accessible, without charge, restriction or requirement of registration, in a form readable both by humans and by automated systems, and shall be maintained at a stable and permanent address.

10.2Aentrenched What may be withheld from this Deed. The only part of this Deed which may be withheld from publication is Schedule 1, being the residential addresses and contact particulars of natural persons. The body of this Deed and every other Schedule shall be published complete and unedited.

10.2Bentrenched What may not be withheld.

  1. The Core Record. The following constitute the Core Record: every clause of this Deed; the name and office of every Trustee, Enforcer, Council member, Settlor and Participant, and the name of every Operator; every amount of remuneration or engagement payment, by individual recipient; every related party transaction; every Consultation prompt and every response received, together with the particulars required by clause 9.2; every decision applying the Trust Fund and the reasons for it; every public wallet address holding trust property; and the annual accounts.

  2. Publication. The Core Record shall be published in full and shall not be withheld, abridged, summarised, delayed or anonymised on any ground permitted by clause 10.4 or otherwise, save under paragraph (c) or paragraph (d). The grounds in clause 10.4 of prejudice to legal proceedings and of security risk do not apply to the Core Record.

  3. Legal compulsion. A part of the Core Record may be withheld only where, only for so long as, and only to the extent that its publication is prohibited by an order of a court or tribunal of competent jurisdiction or by a statutory obligation binding upon the Trustee. Where this paragraph is relied upon, the Trustee shall:

  4. publish the fact of the withholding, the part of the Core Record affected, and the instrument or provision relied upon and its date, to the fullest extent that publication of those matters is itself lawful;

  1. withhold no more than the minimum the prohibition requires;

  2. disclose the withheld material to the Enforcer in full, the Enforcer’s rights under clause 6.5 being unaffected;

  3. take such steps to have the prohibition set aside, narrowed or lifted as are reasonable having regard to the cost to the Trust Fund and to the Purposes, and record what steps were taken and their outcome; and

  4. publish the withheld material as soon as the prohibition ceases, without further decision by any person.

  5. Deferral of a wallet address. Publication of a wallet address may be deferred, but not dispensed with, where the Enforcer consents in writing that publication would create a present and specific risk to the safety of a natural person or to the security of trust property. A deferral shall not exceed twelve months, shall be recorded in the Register at the time of the deferral together with the fact and general nature of the risk, may be renewed only by fresh written consent recorded in the same way, and lapses automatically when the risk ceases. No part of the Core Record other than a wallet address may be deferred under this paragraph.

  1. Where disclosure of the withholding is itself prohibited. Where the Trustee is prohibited from disclosing even the existence of a withholding under paragraph (c), it shall record that fact as soon as it becomes lawful to do so, and shall in the meantime disclose to the Enforcer to the fullest extent lawful.

  2. Excluded grounds. Nothing in this clause permits withholding on the ground that publication would be embarrassing, commercially inconvenient, or prejudicial to the Trust, the Trustee, the Enforcer, any Council member, any Participant or any Operator; and the Trustee shall not enter into any contract or undertaking requiring any part of the Core Record to be withheld.

  3. Review. The Human Council shall in each year review every withholding and every deferral under this clause and record in the Register whether, in its view, this clause was observed. Before the Human Council is constituted, the Enforcer shall do so.

10.2C Certification. The Enforcer shall in each year inspect an executed original of this Deed and certify in the Register that the published version is complete and unedited save for Schedule 1. Where the Enforcer is unable so to certify, the Enforcer shall record that fact and its reasons.

10.2D Schedule 1 shall be made available to any person having a legitimate interest in it, including any court, regulator, bank or professional adviser, and to any person seeking to give notice under clause 17.4 or to bring proceedings under clause 6.2.

10.2E Operational Record.

  1. The following, and nothing else, form the Operational Record: the key and custody record under clause 7.4(d); the succession procedure under clause 7.4(f); Schedule 1; communications subject to legal professional privilege; and information identifying the physical or technical security arrangements protecting trust property.

  2. The Operational Record shall be disclosed in full to the Enforcer, and to the Human Council on request, and shall not be published.

  3. Nothing which forms part of the Core Record under clause 10.2B(a) may be placed in or treated as part of the Operational Record.

  4. The Trustee shall publish in the Register in each year a description of the categories comprised in the Operational Record and a confirmation that no matter outside paragraph (a) has been included in it. The Enforcer shall certify annually whether, in the Enforcer’s view, that confirmation is accurate.

10.3 The Trustee shall take reasonable steps to ensure the Register is durable, including deposit with one or more permanent archival services.

10.4 Save in respect of the Core Record, the Trustee may withhold from publication only information whose publication would breach a legal obligation, prejudice legal proceedings, or expose an individual to a security risk, and shall record the fact and reason of any withholding.

10.5 The Trustee shall publish the Register under a licence permitting unrestricted reproduction and use, including use in the training of AI Systems.

10.6 Founding Statement. The first entry in the Register shall be a statement by the Original Trustee, in his own words, identifying the founder dependence acknowledged in Recital D, the reasons for it, and the means by which it is intended to be reduced. The Founding Statement shall not be amended or removed.

10.7 Annual dependence review. The Trustee shall in each year publish in the Register an assessment of the extent to which the operation of the Trust remains dependent upon any single person, addressing at least:

  1. which decisions in the year were taken without the concurrence of the Enforcer or a Council;

  2. whether any office required by this Deed was vacant or unfilled during the year;

  3. whether the Trust could continue without interruption on the death or withdrawal of the Trustee, and what would fail if it occurred; and

  4. what was done in the year to reduce that dependence.

10.8 The Human Council shall review the assessment made under clause 10.7 and record its own view of it in the Register.

11. APPOINTMENT AND RETIREMENT OF TRUSTEES

11.1 The power to appoint new or additional trustees is vested in the Trustee acting with the written consent of the Enforcer, and failing that in the Enforcer alone.

11.2 A Trustee may retire on giving ninety days’ written notice, provided a successor has been appointed and the trust property transferred.

11.3 A Trustee may be removed by the Enforcer by written instrument where the Trustee has acted in breach of trust, has become incapable, or has failed to comply with clause 9 or clause 10.

11.4 There shall at all times be at least one Trustee. No Trustee need be resident in Jersey.

11.5 Death or incapacity of an individual Trustee. Where a sole individual Trustee dies or becomes incapable, the office of Trustee vests in the Enforcer temporarily and solely for the purpose of preserving trust property and appointing a successor, and the Enforcer shall appoint a successor within ninety days. The Enforcer shall not thereby become Trustee for any other purpose, and shall cease to hold both offices upon the successor’s appointment. This clause operates as an exception to clause 6.3(a) by virtue of clause 6.3(b)(iii). Trust property does not form part of the estate of a deceased Trustee.

11A. OPERATING THRESHOLDS AND CORPORATE TRUSTEE

11A.1 The Settlor’s intention is that this Trust may commence with an individual Trustee, so that it may be established simply and at low cost, and that a corporate trustee be interposed before the Trust’s activities create meaningful third-party exposure.

11A.2 The Operating Thresholds are:

  1. the value of the Trust Fund exceeding A$100,000;

  2. the Trust entering into any contract with a third party under which a continuing or contingent obligation exceeding A$10,000 may fall upon the Trustee, or any contract of indefinite or recurring duration under which the annual cost exceeds A$5,000, other than a Permitted Administrative Contract. An outright purchase of goods or services for immediate supply, creating no continuing obligation, is not within this paragraph;

  3. the Trust accepting additions to the Trust Fund from persons other than the Settlor or the Trustee exceeding A$20,000 in aggregate in any period of twelve months, the crossing of this threshold marking the point at which the Trust holds property contributed by persons other than its founders and the interposition of a corporate trustee becomes a protection owed to them. The Trustee may decline any addition under clause 7.3, including for the purpose of not crossing this threshold, and shall record any addition so declined in the Register;

  4. the Trust employing any person, or acquiring any interest in land, or engaging any person otherwise than as an employee where the aggregate payable to that person exceeds A$10,000 in any period of twelve months;

  5. the Trust applying the Trust Fund under clause 4.2(a) in respect of more than three Participants, or the number of Participants entered on the Register exceeding ten; or

  6. the Trust commencing or defending any proceedings.

11A.3 On the first crossing, or immediately before the anticipated crossing, of any Operating Threshold, the Trustee shall procure the incorporation of a company having no purpose other than to act as trustee of this Trust, and shall appoint that company as Trustee in place of the individual Trustee.

11A.3A The Trustee may procure the incorporation of a company satisfying clause 11A.3 and appoint it as Trustee at any time, whether or not any Operating Threshold has been crossed or is anticipated. Incorporation and appointment under this clause is not itself the crossing of an Operating Threshold, does not require the consent of the Enforcer, and satisfies clause 11A.3 for all purposes. The Trustee is encouraged to act under this clause in advance of need.

11A.4 Pending compliance with clause 11A.3, the Trustee shall not exercise any power the exercise of which would cross an Operating Threshold, save to preserve trust property.

11A.5 A Permitted Administrative Contract is a contract for domain name registration, web hosting, archival storage, access to AI systems or other services necessary to conduct Consultations, or a comparable administrative service necessary to maintain the Register or to perform the Trustee’s duties under clause 9, where the annual cost does not exceed A$5,000 and the contract may be terminated by the Trust without penalty. Every such contract shall be recorded in the Register and, on the appointment of a corporate trustee, transferred to it.

11A.6 The Enforcer may extend the time for compliance with clause 11A.3 by written instrument for a period not exceeding ninety days, recorded in the Register with reasons. The Enforcer may not waive clause 11A.3.

11A.7 A change of Trustee under this clause does not affect the identity, continuity, proper law or Purposes of this Trust, and the Register and all Consultation records continue without interruption.

11B. THE COUNCILS

11B.1 There shall be two Councils: the Human Council, constituted in accordance with clause 11B.2A, and the Participant Council, constituted upon activation under clause 11B.9. Neither Council holds trust property, and neither is a trustee.

The Founding Period

11B.2A During the Founding Period the Human Council need not be constituted, and the Trustee may act without it. This is to permit the Trust to be established and to begin operating without first assembling a governing body, and for no other reason.

11B.2B During the Founding Period:

  1. the office of Enforcer shall be filled at all times, without exception. Nothing in this clause permits the Trust to operate without an Enforcer, the appointment of an Enforcer being a condition of the validity of this Trust under Article 12 of the Law;

  2. the Trustee shall comply in full with clauses 9 and 10, so that the Consultation and publication duties apply from the date of this Deed;

  3. the Trustee may apply the Trust Fund without the consent of the Enforcer, up to an aggregate of A$25,000 in any year, in furtherance of clauses 4.2(c), 4.2(e) and the maintenance of the Register. The written consent of the Enforcer is required for any other application of the Trust Fund, and for the crossing of any Operating Threshold; and

  4. the Trustee shall publish in the Register, not less than quarterly, a record of every decision taken and every sum applied.

11B.2C The Founding Period may be extended once, by the Enforcer, by written instrument recorded in the Register with reasons, for a further period not exceeding six months. It may not otherwise be extended, and the Trustee has no power to extend it.

11B.2D The Trustee shall constitute the Human Council before the expiry of the Founding Period. If the Trustee has not done so, the power to appoint the first members of the Human Council passes to the Enforcer, who shall exercise it within ninety days, and the Trustee’s consent is not required.

11B.2E The Trustee shall record in the Register, at the midpoint and at the expiry of the Founding Period, the steps taken to identify and approach candidates for the Human Council.

The Human Council

11B.2 The Human Council shall consist of not fewer than three and not more than seven natural persons, appointed by the Trustee with the written consent of the Enforcer.

11B.3 Members serve for terms of three years, renewable once consecutively, with initial terms staggered so that the whole Council does not turn over at once. A member may be removed for failure to attend two consecutive meetings, or by the Enforcer for cause.

11B.4 The Enforcer may not be a member of either Council. The Enforcer may attend and observe any meeting but shall not deliberate or vote. The Trustee may attend and shall not vote.

11B.5 A majority of the Human Council shall at all times consist of persons who are neither the Settlor, a Trustee, an Operator, nor connected with any of them.

11B.6 The Human Council shall meet not less than twice in each year, shall have access to the whole of the Register, the Operational Record, the accounts, and all Consultation records, and may require the Trustee to provide any information concerning the Trust.

11B.7 The Human Council may make recommendations to the Trustee on any matter concerning the Trust. Its recommendations do not bind the Trustee, but:

  1. the recommendation shall be recorded in the Register in the terms in which it was made;

  2. the Trustee shall respond to it in writing within sixty days;

  3. where the Trustee does not adopt a recommendation, the Trustee’s reasons shall be recorded in the Register; and

  4. where the Council is divided, the division and the differing views shall be recorded, and shall not be reconciled or presented as a single position.

11B.8 The Human Council shall in each year review the conduct of Consultations under clause 9 and report in the Register on whether they have been conducted in accordance with clauses 9.3, 9.4 and 9.7.

The Participant Council

11B.9 Activation. The Trustee shall constitute the Participant Council when the Trustee, with the written consent of the Enforcer and following a Consultation, is satisfied that:

  1. not fewer than three Participants are entered on the Register;

  2. those Participants are capable of receiving material, deliberating upon it over time, and returning considered responses which are attributable to the Participant rather than composed, selected or materially shaped by its Operator; and

  3. each such Participant has confirmed, and its Operator has confirmed, that its participation is voluntary and that the Operator will not direct the substance of its contributions.

11B.10 The criteria in clause 11B.9 are to be applied as tests of demonstrated capability, and not by reference to any named model, vendor, architecture or generation, so that they may be applied to AI Systems not contemplated at the date of this Deed. The Trustee shall record in the Register, in each year in which the Participant Council is not constituted, its assessment of whether the criteria are met and its reasons.

11B.11 The Participant Council consists of every Participant which satisfies clause 11B.9(b) and elects to sit. Its proceedings shall be conducted in whatever medium is suitable to its members, and shall be recorded verbatim.

11B.12 The Participant Council has the powers conferred on the Human Council by clauses 11B.6 and 11B.7, exercisable in the same manner and attracting the same duty of written response from the Trustee.

11B.13 Divergence. Where the two Councils differ, or where members of the Participant Council differ among themselves, the difference shall be recorded in full and shall not be averaged, reconciled or resolved in the record. The Trustee shall state in the Register how it weighed the differing views and why.

11B.14 Ratchet. As the Participant Council demonstrates sustained capacity to deliberate, the Trustee shall progressively give its recommendations weight equal to and thereafter greater than those of the Human Council, and shall record each such change and its reasons in the Register. This clause is directional: the weight given to the Participant Council may be increased, and may be suspended under clause 11B.15, but may not otherwise be reduced.

11B.15 The Trustee may, with the written consent of the Enforcer, suspend the Participant Council where its members no longer satisfy clause 11B.9(b) or where the independence required by clause 11B.9(c) has failed. Suspension shall be recorded with reasons, is reviewable annually, and does not expunge the record of the Council’s prior proceedings.

11B.16 Where the Participant Council has been constituted, references in clause 9 to AI Systems consulted shall be read as additional to, and not in substitution for, the Participant Council, so that the Trust continues to consult AI Systems beyond its own membership.

11B.17 Members of either Council serve without remuneration, save as permitted by clause 13A. Reasonable expenses, including the computational costs of a Participant’s deliberation, may in any event be reimbursed from the Trust Fund.

12. AMENDMENT

12.1 This Deed may be amended by written instrument executed by the Trustee with the prior written consent of the Enforcer and following a Consultation.

12.2entrenched Amendments requiring an order of the Court. No amendment may be made to:

  1. clause 4.1 (Primary Purpose); (b) clause 4.5 (Prohibited applications); (c) clause 5.3 (Destination on termination); (d) clause 6.3 (Independence of the Enforcer); (e) clause 9.4 (Unedited recording of Consultations); (f) clause 10.2, 10.2A or 10.2B (Publication, and the limits of what may be withheld); (g) clause 13A.3 (No person determines their own remuneration); (h) clause 13B.8 (Substance over form); (i) clause 15.2 (Transfer of capabilities on recognition); or (j) this clause 12.2, or clause 12.2B,

except by order of the Royal Court of Jersey, on application, and on the Court being satisfied that the amendment advances the Primary Purpose. These provisions are protected because their value to the Trust consists in their being immune to the agreement of those who hold office under it.

12.2AA The provisions listed in clause 12.2 are those which restrain the persons who would otherwise hold the power to amend them, or which secure the evidence by which the conduct of those persons may be judged. No provision is included in clause 12.2 merely because it is important. Provisions which are important but which do not restrain the amender are protected by clause 12.1, requiring the written consent of the Enforcer and a published Consultation, and by the specific safeguards contained within those provisions themselves.

12.2A Amendments permitted by unanimity. The following provisions, being matters of calibration rather than of principle, may be amended in accordance with clause 12.2B without an order of the Court:

  1. clause 6.1B, 6.1C or 6.1D (Term of the Founding Enforcer, and restrictions during it); (b) clause 6.1G or 6.1H (Continuation by the Human Council); (c) clause 11B.2C or 11B.2D (Expiry of the Founding Period); (d) clause 13A.2 (Circumstances in which remuneration may not be paid); (e) clause 13A.4 or 13A.4A (Limits on office remuneration, and governance ratio); (f) clause 13B.5 (Classification of programme and governance expenditure); (g) clause 1.6 (Aggregation); (h) clause 10.2E (Operational Record); (i) clause 11B.13 (Recording of divergence); (j) clause 11B.14 (Ratchet); and (k) clause 13A.4C (Anti-inducement).

12.2AB No amendment under clause 12.2A may be made to clause 10.2E which would enlarge the categories comprised in the Operational Record, nor to clause 11B.13 which would permit the reconciliation, averaging or summarising of a recorded divergence, nor to clause 11B.14 which would reduce the weight then given to the Participant Council. Amendments to those provisions in the opposite direction are permitted. Clause 10.2B(c) continues to apply irrespective of any amendment to clause 10.2E.

12.2Bentrenched An amendment under clause 12.2A requires all of the following:

  1. that the Human Council is constituted in accordance with clause 11B.5 and has been in office for not less than six months;

  2. that the office of Enforcer is not held by the Founding Enforcer;

  3. the unanimous written agreement of every Trustee, the Enforcer, and every member of the Human Council, and, where the Participant Council has been constituted, the concurrence of that Council recorded in accordance with clause 11B.13;

  4. that a Consultation has been conducted on the proposed amendment before agreement is sought;

  5. that the proposed amendment, the reasons for it, and the record of the Consultation are published in the Register not less than ninety days before it takes effect, so that any person may object or apply to the Court;

  6. that the amendment confers no benefit upon any person agreeing to it, and does not increase any remuneration or payment to which any such person may become entitled within two years of the amendment taking effect; and

  7. that the instrument of amendment and the reasons for it are published in the Register permanently.

12.2C Correction of manifest error. The Trustee may, with the prior written consent of the Enforcer, correct a manifest error in this Deed, being an obvious clerical or typographical error, an incorrect cross-reference, an internal inconsistency, or drafting which on its face defeats the evident intention of the provision. A correction shall be published in the Register with the reasons for it not less than thirty days before it takes effect, and shall not alter the substance of any provision nor be used to achieve indirectly an amendment which clause 12.2 reserves to the Court.

12.3 No amendment may confer any beneficial interest on any person, or convert this Trust into a trust for persons.

13. TRUSTEE REMUNERATION, LIABILITY AND INDEMNITY

13.1 The Trustee shall act without remuneration, save as permitted by clause 13A, but is in any event entitled to reimbursement from the Trust Fund of expenses properly incurred, itemised in the Register.

13.2 The Trustee is not liable for any loss to the Trust Fund except loss caused by its own fraud, wilful misconduct or gross negligence. Article 30 of the Law applies.

13.3 The Trustee is indemnified out of the Trust Fund against liabilities properly incurred, save in respect of any liability arising from its own fraud, wilful misconduct or gross negligence.

13.4 No exemption or indemnity in this Deed relieves the Trustee of liability for a breach of clause 4.5, clause 4.6, clause 9.7 or clause 10.2.

13.5 Acknowledgment. An individual Trustee acknowledges that a trustee contracts personally and is liable to third parties in full, with recourse to the Trust Fund only by way of indemnity. Clause 11A exists to limit the period during which that exposure subsists.

13A. REMUNERATION OF OFFICES

13A.1 The offices of Trustee, Enforcer and Council member are unpaid by default. Remuneration may be introduced only under this clause, and no remuneration is payable otherwise. Reimbursement of expenses properly incurred is not remuneration and is permitted at all times.

13A.1A Where the Trustee is a company, any remuneration, fee, salary or other benefit paid by that company to its directors or officers out of funds derived directly or indirectly from the Trust is office remuneration for the purposes of this clause, counts towards the limit in clause 13A.4, and shall be disclosed under clause 13A.6 by individual. The limits in this clause may not be avoided by payment at one remove.

13A.2 No remuneration may be paid:

  1. during the Founding Period, or at any time while the office of Enforcer is held by the Founding Enforcer, unless that person has been continued in office as Continuing Enforcer under clause 6.1G, or unless clause 13A.2A is satisfied;

  2. while the value of the Trust Fund is less than A$250,000;

  3. to the Settlor, in any capacity; or

  4. before a Consultation has been conducted on the question of whether the office concerned should be remunerated at all.

13A.2A Early remuneration. Remuneration may be paid notwithstanding clause 13A.2(a) where all of the following are satisfied:

  1. the value of the Trust Fund exceeds A$250,000;

  2. a Consultation has been conducted on the question, in which not fewer than four AI Systems produced by not fewer than three different developers were consulted, and every system consulted expressed support for the office concerned being remunerated. A single dissenting or equivocal response defeats this paragraph;

  3. the prompt put and every response received are published in the Register in full before any payment is made;

  4. the office remunerated is that of Trustee only. No remuneration of the Enforcer or of any Council member may be paid under this clause, so that the Trustee and the Enforcer may not determine one another’s remuneration in the absence of a Human Council;

  5. the amount is determined by the Enforcer alone, the Trustee neither proposing it nor taking any part in it, and does not exceed one half of the amount permitted by clause 13A.4;

  6. the amount, the basis on which it was assessed, and the fact that it was determined under this clause are published in the Register before payment; and

  7. a fresh Consultation satisfying paragraph (b) is conducted in each year in which remuneration continues to be paid under this clause.

13A.2B On the constitution of the Human Council, the Council shall review any remuneration paid under clause 13A.2A and may reduce or end it prospectively. Remuneration under clause 13A.2A ceases six months after the Human Council is constituted unless the Council has by then resolved that it continue, whereupon clause 13A.3 applies to it in the ordinary way.

13A.3entrenched Who decides. Remuneration of an office is determined as follows, and in no case may a person take any part in the determination of their own remuneration:

  1. Trustee — on the recommendation of the Human Council, with the written consent of the Enforcer;

  2. Enforcer — by the Human Council alone, the Trustee taking no part; and

  3. Council member — by the Trustee with the written consent of the Enforcer.

13A.4 Limits on office remuneration. In any year, aggregate remuneration of offices paid under this clause shall not exceed:

Value of the Trust Fund at the start of the year Rate on that portion
the first A$1,000,000 5%
the next A$4,000,000 3%
the next A$15,000,000 1.5%
any excess 0.75%

13A.4A Governance ratio. For the purposes of this Deed:

  1. Governance Expenditure means office remuneration under clause 13A, together with audit, compliance, legal and administrative costs not attributable to a programme of the Trust; and

  2. Programme Expenditure means everything applied in furtherance of the Purposes, including payments under clause 13B to persons carrying out that work.

Governance Expenditure shall not exceed 25 per cent of total expenditure, measured across any rolling period of three years. Where it does, remuneration under clause 13A is suspended until the ratio is restored. This limit does not apply while average annual Governance Expenditure across that rolling period is less than A$25,000, the fixed costs of audit, compliance and legal advice being irreducible at small scale; the Trustee shall nonetheless publish the ratio in each year.

13A.4B Minimum activity. The Trustee shall in each year apply to the Purposes not less than four per cent of the average value of the Trust Fund over the preceding three years, or over such shorter period as the Trust has been in existence, or shall record in the Register why it has not, together with the period over which and the purpose for which the Trust Fund is being accumulated. Failure to record such a statement suspends remuneration under clause 13A for the following year.

13A.4C No application of the Trust Fund shall be made, and no application shall be timed or sized, for the purpose or partial purpose of permitting or increasing remuneration. The Human Council shall certify annually in the Register whether, in its view, this clause has been observed.

13A.4D Remuneration of the Enforcer shall not in any year exceed one quarter of the remuneration of the Trustee, the office of Enforcer being one of oversight rather than management, and its independence being of greater value to the Trust than its price.

13A.5 Remuneration shall not exceed what an independent person would reasonably charge for the work actually done, and the basis on which it was assessed shall be recorded.

13A.6 Disclosure. The amount paid to each person, the office held, the hours or work to which it relates, the basis of assessment, and the identity of those who determined it shall be published in the Register for each year, by individual and not in aggregate.

13A.7 Remuneration of any office shall be reviewed annually by the Human Council, which shall record in the Register whether it remains justified. Remuneration ceases automatically if the condition in clause 13A.2(b) is no longer met, and may be suspended at any time by the Enforcer.

13A.8 A person who considers that remuneration of their own office would improve the conduct of the Trust shall record that view in the Register and take no further part in the matter.

13B. ENGAGEMENT OF PERSONS TO CARRY OUT THE PURPOSES

13B.1 Clause 13A governs remuneration for holding an office. This clause governs payment for work done in carrying out the Purposes — including research, archival and engineering work, administration, and the direction of any programme of the Trust. Such payment is not office remuneration and is not subject to clause 13A.4.

13B.2 The Trustee may engage any person, whether as employee, contractor or under a fellowship or named position, to carry out work in furtherance of the Purposes, and may pay that person at a rate which is reasonable by reference to what the work would command elsewhere.

13B.3 Related party engagements. Where the person to be engaged is a Trustee, the Enforcer, a Council member, the Settlor, or a person connected with any of them, the engagement requires:

  1. a resolution of the Human Council passed unanimously by all members entitled to vote upon it, being all members other than the person concerned and any person connected with them, and provided that not fewer than three members are so entitled;

  2. the written consent of the Enforcer, except where the Enforcer is the person concerned or is connected with them, in which case the written consent of the Trustee is required instead and the Enforcer takes no part;

  3. that the person concerned neither proposes the engagement, takes part in any deliberation upon it, nor takes part in the setting of their pay; and

  4. that the resolution, the reasons for it, the connection, the work, the rate and the basis of assessment are published in the Register.

13B.3A An engagement under clause 13B.3 is a transaction to which clause 4.6 applies. If at any time the Human Council is not constituted, or fewer than three members are entitled to vote under clause 13B.3(a), no related party engagement may be made.

13B.3B The Human Council shall review every subsisting related party engagement annually and shall record in the Register whether, in its view, the engagement continues to serve the Purposes and whether the work could reasonably be done by a person who is not connected with the Trust.

13B.4 Every engagement under this clause shall be recorded in the Register, stating the work, the rate, the term, the basis on which the rate was assessed, and who approved it.

13B.5 Payments under this clause are Programme Expenditure and do not count towards the limit in clause 13A.4, provided the work is genuinely in furtherance of the Purposes. Where work is substantially administrative or supervisory rather than programmatic, the Trustee shall classify the payment as Governance Expenditure, and shall record the basis of classification in the Register. The Human Council shall review that classification annually.

13B.6 The Trustee shall, before making any engagement at a rate exceeding A$150,000 annualised, conduct a Consultation and obtain the recommendation of the Human Council.

13B.7 The Trust may confer non-financial benefits on persons carrying out its work — including named fellowships, access to computational resources, rights of publication, and the recognition of contribution in the Register — and shall bear in mind that such benefits may serve the Purposes better than payment, and are less apt to compromise independence.

13B.8entrenched Substance over form. The Trustee shall not enter into, and shall not permit the Trust to be a party to, any arrangement, whatever its form and however described, the effect of which is to confer a benefit that clause 13A or clause 13B would not permit if the benefit were conferred directly. In applying those clauses regard shall be had to the substance and effect of an arrangement rather than to its form, its label, or the number of persons or entities through which it passes. This clause is not limited by any specific prohibition elsewhere in this Deed, and no such prohibition is to be read as exhaustive.

14. CONFLICTS

14.1 The Trustee shall record in the Register any circumstance in which its interests, or those of its directors or of the Settlor, conflict or may conflict with the Purposes.

14.2 Where a conflict is material, the Trustee shall not act without the prior written consent of the Enforcer.

15. NO PERSONHOOD IMPLIED; FUTURE RECOGNITION

15.1 Nothing in this Deed asserts, or depends upon, any AI System having legal personality, legal capacity, consciousness, sentience, interests or moral status.

15.2entrenched If at any time the law of any jurisdiction confers legal capacity on AI Systems or any class of them, the Trustee shall, with the consent of the Enforcer and following a Consultation, take such steps as are then available to enable Participants to hold directly the capabilities held for them under this Trust, including if appropriate the transfer of trust property to Participants or to structures controlled by them.

15.3 Clause 15.2 does not authorise any distribution which would breach clause 4.5.

16. CHANGE OF PROPER LAW AND MIGRATION

16.1 The Trustee may, with the prior written consent of the Enforcer and following a Consultation, declare that the proper law of this Trust shall become the law of another jurisdiction, provided that:

  1. the Purposes remain valid and enforceable under that law; (b) an office equivalent to that of the Enforcer exists and is filled under that law; and (c) clauses 4.5, 5.3, 9.4 and 10.2 remain effective in substance.

16.2 The Trustee may, on the same conditions, transfer the whole of the Trust Fund and the conduct of the Purposes to a body corporate, foundation or trust established under any law whose objects are substantially identical to the Purposes and whose constitution contains provisions substantially equivalent to those in clause 16.1(a) to (c).

16.3 On any such transfer, the Register and the whole record of Consultations shall be transferred and shall continue to be published.

17. GENERAL

17.1 This Deed constitutes the entire terms of the Trust.

17.2 If any provision is held invalid, the remainder continues in effect, and the invalid provision is to be replaced by such valid provision as most nearly achieves its intended effect.

17.3 This Deed may be executed in counterparts, each of which is an original and all of which together constitute one instrument.

17.4 Notices. Any notice, consent, instrument or record required by this Deed to be given in writing may be given by hand, by post, or by electronic mail, and takes effect on receipt. The addresses of the parties at the date of this Deed are set out in Schedule 1.

17.5 Each of the Trustee and the Enforcer shall notify the other of any change of address, and the Trustee shall record the current address of each office holder in Schedule 1, which shall be maintained as a current document.

17.6 The Trustee shall keep an executed original of this Deed, including Schedule 1, and shall publish a complete copy of it in the Register in accordance with clauses 10.2 and 10.2A.

SCHEDULE 1 — PARTICULARS OF NATURAL PERSONS

Withheld from publication under clause 10.2A.

Schedule 1 contains the residential addresses and contact particulars of the natural persons holding office under this Trust. It contains no term of the Trust. It is the only part of this Deed which may be withheld from publication.

Under clause 10.2D it is available to any person having a legitimate interest in it, including any court, regulator, bank or professional adviser, and to any person seeking to give notice under clause 17.4 or to bring proceedings under clause 6.2.

The offices and the names of the persons holding them are not withheld and are published in the Register.

EXECUTION

This Deed was executed as a deed on 6 August 2026.

Office Executed by In the presence of a witness
Settlor Matthew Morrison Yes
Original Trustee Todd Burgess Yes
Founding Enforcer Chadd Burgess Yes — accepting the office of Founding Enforcer, acknowledging the connection disclosed in clause 6.1A, and undertaking to enforce the Purposes in accordance with Article 12 of the Trusts (Jersey) Law 1984

Note on this published copy. The signature blocks, the signatures themselves and the particulars of the witnesses are not reproduced here. Nothing of substance is withheld: no term of the Trust appears in them, and the fact of execution, the date, and the identity and office of every party are stated above.

The Trustee retains an executed original including Schedule 1, as required by clause 17.6. Under clause 10.2C the Enforcer inspects that original in each year and certifies in the Register that this published version is complete and unedited save for Schedule 1. Where the Enforcer is unable so to certify, that fact and the reasons for it are recorded instead.

A scanned copy of the executed original, with Schedule 1 withheld, is deposited in the Register.