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Notice of Annual and Special Meeting of Unitholders and Management Information Circular Dream Impact Trust

April 23, 2021

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NOTICE OF 2021 ANNUAL AND SPECIAL MEETING OF UNITHOLDERS ......................... 1 MANAGEMENT INFORMATION CIRCULAR .......................................................................... 3 VOTING INFORMATION ............................................................................................................ 4 Who Can Vote ............................................................................................................................................. 4 Notice and Access ...................................................................................................................................... 4 Q & A on Voting ........................................................................................................................................... 5 Principal Holders of Voting Securities .................................................................................................. 13 BUSINESS OF THE MEETING .................................................................................................. 14 Purpose of the Meeting ........................................................................................................................... 14 Receiving the Consolidated Financial Statements ............................................................................. 14 Amendments to the Declaration of Trust .............................................................................................. 14 Election of Trustees .................................................................................................................................. 16 Appointment of Auditor ........................................................................................................................... 22 Management Agreement Fee Proposal and Issuance of Units .......................................................... 23 STATEMENT OF CORPORATE GOVERNANCE PRACTICES ............................................ 25 Trust Board ................................................................................................................................................ 25 Trustee Orientation and Education ....................................................................................................... 29 Trust Board Renewal ................................................................................................................................ 31 Trustee Expectations ................................................................................................................................ 31 Asset Management ................................................................................................................................... 31 Committees of the Trust Board .............................................................................................................. 32 Board, Committee and Trustee Evaluation .......................................................................................... 33 Board and Management Responsibilities ............................................................................................ 33 Communication and Disclosure Policies .............................................................................................. 34 Code of Conduct ...................................................................................................................................... 35 Whistleblower Policy ............................................................................................................................... 35 Report of the Audit Committee of the Trust Board .............................................................................. 36 Tenure of Trust Board ............................................................................................................................... 38 GP Board ................................................................................................................................................... 39 Director Orientation and Education ..................................................................................................... 43 GP Board Renewal ................................................................................................................................... 43 Director Expectations .............................................................................................................................. 43 Committees of the GP Board ................................................................................................................. 44 GP Board, Committee and Director Evaluation .................................................................................. 45 GP Board Responsibilities ...................................................................................................................... 46 Policies for Master GP ............................................................................................................................. 47 Tenure of GP Board .................................................................................................................................. 48 EXECUTIVE COMPENSATION ................................................................................................ 49 Named Executive Officers ....................................................................................................................... 49 Compensation Discussion and Analysis .............................................................................................. 51

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Equity Ownership Guidelines ................................................................................................................ 51 Anti-Hedging Policy ................................................................................................................................. 51 Compensation Recoupment Policy ....................................................................................................... 51 Compensation Components .................................................................................................................. 51 Evaluating Performance and Determining Compensation of Named Executive Officers ............ 52 Evaluating Performance and Determining Compensation of Named Executive Officers – Individual Component ............................................................................................................... 53 Performance Graph ................................................................................................................................. 54 Summary Compensation Chart ............................................................................................................. 54 Incentive Plan Awards ............................................................................................................................. 56 Pension Plan - Defined Contribution Plan ............................................................................................ 59 Securities Authorized for Issuance under Equity Compensation Plans .......................................... 60 Termination and Change of Control ..................................................................................................... 60 Non-IFRS Measures ................................................................................................................................... 60 TRUSTEE AND DIRECTOR COMPENSATION ...................................................................... 61 Overview .................................................................................................................................................... 61 Trustee and Director Summary Compensation Chart ....................................................................... 63 Incentive Plan Awards ............................................................................................................................. 64 Trustee and Director Unit Ownership Guidelines and Anti-Hedging Requirements ...................... 65 2020 Trustee and Director Attendance Record ................................................................................... 65 OTHER INFORMATION ............................................................................................................ 66 Trustees’ Liability Insurance ................................................................................................................... 66 Indebtedness of Trustees, Officers and Employees ............................................................................ 66 Interest of Informed Persons in Material Transactions ....................................................................... 66 Other Business .......................................................................................................................................... 68 Forward Looking Information ................................................................................................................. 68 Additional Information ............................................................................................................................. 69 TRUST BOARD APPROVAL ..................................................................................................... 70 APPENDIX A GLOSSARY OF TERMS .................................................................................... 71 APPENDIX B MANDATE FOR THE TRUST BOARD .............................................................. 74 APPENDIX C MANDATE FOR THE GP BOARD .................................................................... 77 APPENDIX D SECOND LETTER AGREEMENT ...................................................................... 80 APPENDIX E AMENDMENTS TO DECLARATION OF TRUST ............................................. 82

Unless otherwise defined or unless the context otherwise requires, capitalized terms used in this Management Information Circular and the form of proxy have the meanings given to them in the Glossary of Terms in Appendix A. References to “Dream Impact”, “we”, “our” and “us” refer to Dream Impact Trust and Dream Impact Master LP. References to the “Trust” refers to Dream Impact Trust and references to “Master LP” refers to Dream Impact Master LP. References to “management” refers to the Dream Impact management team at Dream Asset Management Corporation, our asset manager.

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NOTICE OF 2021 ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of unitholders (“ Unitholders ”) of Dream Impact Trust (the “ Trust ”) will be held as a virtual only meeting via live audio webcast online at http://www.virtualshareholdermeeting.com/mpct2021 on Monday, June 7, 2021 at 10:00 a.m. (Toronto time) for the following purposes:

1 to receive the audited consolidated financial statements of the Trust for the financial year ended December 31, 2020, together with the report of the auditor thereon;
2 to consider and vote on a special resolution approving certain amendments to the declaration of trust of the Trust, as more particularly described in the accompanying management information circular;
3 to elect the trustees of the Trust for the ensuing year;
4 to appoint the auditor of the Trust for the ensuing year and to authorize the trustees of the Trust to fix the remuneration of such auditor;
5 to consider and vote on a resolution authorizing the issuance and delivery of up to 5,000,000 units of the Trust to Dream Asset Management Corporation, the asset manager of the Trust, in satisfaction of the management fees payable under the management agreement of the Trust for the period from January 1, 2021 to December 31, 2023, as contemplated by a letter agreement dated April 15, 2021, as more particularly described in the accompanying management information circular; and
6 to transact such other business as may properly be brought before the Meeting.

The record date for the determination of those Unitholders entitled to receive notice of and vote at the Meeting is the close of business on April 16, 2021.

Accompanying this Notice of Annual and Special Meeting is a management information circular dated April 23, 2021.

Given the ongoing COVID-19 pandemic and the associated public guidelines, the Trust has determined to hold the Meeting virtually via live audio webcast as a prudent and necessary step to ensure the health and safety of our Unitholders and employees and the communities in which we live.

Registered Unitholders and proxyholders (including non-registered Unitholders who have appointed themselves as proxyholders) will be able to listen to the Meeting, ask questions and vote at the Meeting online in real time. Nonregistered Unitholders who do not appoint themselves as proxyholders may still access the Meeting and will be able to ask questions. Others wishing to attend the Meeting as guests will be able to listen to the Meeting but will not be entitled to ask questions or to vote during the Meeting. The Meeting will be available via a live audio webcast at www.virtualshareholdermeeting.com/mpct2021. Instructions for Unitholders to vote by proxy or to attend the Meeting virtually are provided in the Circular under the heading “Voting Information – Q & A on Voting”.

It is important to note that Unitholders will not be able to attend this year’s Meeting in person. Those wishing to access and vote at the Meeting during the live webcast will need to ensure that they remain connected to the Meeting at all times in order to vote when balloting commences, and it is such persons’ responsibility to ensure internet connectivity for the duration of the Meeting.

Unitholders are encouraged to vote online at www.proxyvote.com, by telephone or by completing, dating, signing and delivering the enclosed form of proxy or voting instruction form to Broadridge Investor Communications Corporation (“ Broadridge ”), Data Processing Centre, P.O. Box 3700 Stn. Industrial Park, Markham, Ontario, L3R 9Z9, in each case in accordance with the instructions contained in the Circular and on the form of proxy or voting instruction form. Broadridge must receive these instructions or forms of proxy by 5:00 p.m. (Toronto time) on June 3, 2021 (or not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used). The Chair of the Meeting may waive or extend, in his or her discretion, the time limit for the deposit of proxies by Unitholders if he or she deems it advisable to do so without notice. Non-registered Unitholders (for example, if you hold your units in an account with a broker, dealer or other intermediary) should follow the instructions in the voting instruction form or other document provided for additional information on how you can vote your Units.

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DATED at Toronto, Ontario this 23[rd] day of April, 2021.

By Order of the Board of Trustees

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AMAR BHALLA Trustee and Chair of the Board

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MANAGEMENT INFORMATION CIRCULAR

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VOTING INFORMATION

This Circular is provided in connection with the solicitation by the Trustees of proxies to be used at the Meeting referred to in the Notice of Meeting to be held Monday, June 7, 2021 at 10:00 a.m. (Toronto time).

This solicitation will be made primarily by sending proxy materials to Unitholders by mail and, in relation to the delivery of this Circular, by posting this Circular on our website at www.dreamimpacttrust.ca, on our SEDAR profile at www.sedar.com and on Envision Reports at www.envisionreports.com/DreamImpact2021 pursuant to Notice and Access. See “Notice and Access” below for further information. Proxies may also be solicited personally or by telephone by employees or representatives of the Trust at nominal cost. The cost of solicitation will be borne by the Trust.

Unless otherwise specified, all information in this Circular is current as of April 23, 2021. All references to “$” are to Canadian dollars.

Who Can Vote

Voting Securities

As of April 16, 2021, there were 64,849,373 Units issued and outstanding. Each registered holder of Units of record at the close of business on April 16, 2021, the record date (the “ Record Date ”) established for the purpose of determining Unitholders entitled to receive notice of and to vote at the Meeting, will be entitled to one vote per Unit on each matter to be voted on at the Meeting.

For a description of the procedures to be followed by non-registered Unitholders to direct the voting of Units beneficially owned by them, please refer to the question “If I am a non-registered Unitholder, how do I vote?” under “Q&A on Voting”.

Notice and Access

Under applicable securities laws, issuers have the option of using “Notice and Access” to deliver Meeting Materials electronically by providing securityholders with notice of their availability and access to these materials online.

The Trust has adopted Notice and Access because it allows for the reduction of printed paper materials. Notice and Access is consistent with the Trust’s philosophy towards sustainable growth and will reduce costs associated with Unitholder meetings. Instead of mailing the Circular to Unitholders, the Trust has posted this Circular on its website, www.dreamimpacttrust.ca, in addition to on SEDAR at www.sedar.com and on Envision Reports at www.envisionreports.com/DreamImpact2021. The Trust has sent the Notice of Availability of Proxy Materials for the Meeting and form of proxy or a voting instruction form (collectively, the “ Notice Package ”), to all Unitholders informing them that this Circular is available online and explaining how this Circular may be accessed.

The Notice Package is sent to registered holders of Units through Broadridge Investor Communications Corporation (“ Broadridge ”). The Trust will not directly send the Notice Package to non-registered Unitholders. Instead, the Trust will also pay Broadridge, who acts on behalf of intermediaries, to forward the Notice Package to all non-registered Unitholders. In accordance with applicable securities laws, the Trust set the Record Date at least 40 days before the Meeting and also filed a form of notification of the Record Date and the date of the Meeting on SEDAR at least 25 days before the Record Date.

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For the Meeting, the Trust is using Notice and Access for both registered and non-registered Unitholders. Neither registered nor non-registered Unitholders will receive a paper copy of this Circular unless they contact Broadridge, in which case Broadridge will mail this Circular within three Business Days of any request provided the request is made prior to the Meeting. The contact details for Broadridge are provided in the Notice Package. Broadridge must receive your request prior to 5:00 p.m., Toronto time, on Thursday, May 27, 2021 to ensure you will receive paper copies in advance of the deadline to submit your vote.

Q & A on Voting

Q: What am I voting on?

A: At the Meeting, Unitholders will be asked to vote on the DOT Amendments Resolution authorizing certain amendments to the Declaration of Trust, related to the independence qualifications of the trustees of the Trust (collectively, the “ DOT Amendments ”). We are seeking approval of the DOT Amendments Resolution by at least 66⅔% of the votes cast by all Unitholders voting at the Meeting.

In addition, Unitholders will be asked to vote on a Fee Proposal Resolution authorizing the issuance and delivery of up to 5,000,000 Units of the Trust valued at the most recent year-end net asset value per Unit as determined and reported by the Trust to DAM, the asset manager of the Trust, in satisfaction of the management fees payable under the Management Agreement of the Trust for the period from January 1, 2021 to December 31, 2023, as contemplated by the Second Letter Agreement. We are seeking approval of the Fee Proposal Resolution by a majority of votes cast by all Unitholders voting at the Meeting. DAM and its associates and affiliates will not be entitled to vote on the Fee Proposal Resolution because of their interest in the transaction.

In addition, Unitholders will also be asked to vote upon ordinary matters for annual general meetings of Unitholders, including the election of the Trust Board and the appointment of the auditor for the Trust with the auditor’s remuneration to be fixed by the Trust Board on the recommendation of the Audit Committee of the Trust Board. We are seeking approval of these matters by a majority of votes cast by all Unitholders voting at the Meeting.

Q: Who is entitled to vote?

A: Unitholders as at the close of business on April 16, 2021 are entitled to vote. Each Unit entitles the holder to one vote on the items of business identified above. Please refer to the question “How many votes are required to pass each matter to be voted upon at the Meeting?” for more information.

Q: Am I a registered Unitholder or a non-registered Unitholder?

A: You are a registered Unitholder if you hold Units registered in your name. You are a non-registered Unitholder if you hold Units that are registered in the name of an intermediary (such as a bank, trust company, securities dealer or broker, or director or administrator of a self-administered RRSP, RRIF, RESP, TFSA or similar plan) or a depository (such as CDS Clearing and Depository Services Inc.) of which the intermediary is a participant.

Q: Why is this year’s Meeting virtual-only?

A: This year’s Meeting will be held virtually via a live online audio webcast, largely due to the ongoing COVID-19 pandemic and the associated public health measures. This measure has been taken to ensure the health and safety of our Unitholders and employees and the communities in which we live. Unitholders are encouraged to vote in advance of the Meeting at www.proxyvote.com or as described below.

As described in more detail below, registered Unitholders and duly appointed proxyholders (including nonregistered Unitholders who have appointed themselves as proxyholder) will be entitled to attend, participate and vote at the Meeting, all in real time. Non-registered Unitholders who do not appoint themselves as proxyholder may still access the Meeting and will be able to ask questions, but they will not be able to vote at the Meeting (unless the proxy deadline is waived). Guests will be able to listen to the Meeting but will not be able to ask questions.

It is important to note that you will not be able to attend this year’s Meeting in person. If you are accessing and voting at the Meeting you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.

Q: If I am a registered Unitholder, how do I vote?

A: If you are a registered Unitholder, you are encouraged to provide your voting instructions to the Named Proxyholders by voting online in advance of the Meeting at www.proxyvote.com, or by signing the form of proxy

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sent to you, appointing the Named Proxyholders to represent you as proxyholder and vote your Units at the Meeting. You may also appoint another person who need not be a Unitholder, as your proxyholder by following the instructions below and on your form of proxy. Alternatively, you may also access and vote at the Meeting during the live webcast in the manner described below.

Providing your voting instructions to the Named Proxyholders or appointing another person as your proxy will ensure your vote is counted at the Meeting even if you later decide not to attend the Meeting or are unable to access the Meeting in the event of technical difficulties. If you access and vote on any matter at the Meeting during the live webcast, any proxy you have previously submitted will be revoked.

Q: If I am a non-registered Unitholder, how do I vote?

A: If you are a non-registered Unitholder, you are entitled to direct how your Units are to be voted. In accordance with the requirements of applicable securities laws, the Trust will distribute copies of the Notice Package to the depository and to intermediaries for onward distribution to non-registered Unitholders. Intermediaries are required to forward the Notice Package to non-registered Unitholders. Therefore, included in your Notice Package, you will have received from your intermediary a voting instruction form for the number of Units you beneficially own.

You should follow the instructions in the request for voting instructions that you received from your intermediary and contact your intermediary promptly if you need assistance. You are encouraged to provide your voting instructions online at www.proxyvote.com or by telephone if your intermediary provides you with this option. You may also mark your voting instructions on the voting instruction form, sign it, and return it as instructed and within the timelines provided by your intermediary.

If you wish to access and vote at the Meeting during the live webcast or to appoint another person (other than the Named Proxyholders) to do so:

You are encouraged to make this appointment online at www.proxyvote.com using the instructions provided on your voting instruction form, if your intermediary provides you with this option.
Alternatively, you may do so by following the instructions on your voting instruction form, and return it as instructed by your intermediary. Do not complete the voting section of the voting instruction form or form of proxy, since you or your designate will vote at the Meeting during the live webcast.

Since the Meeting will take place virtually, the process for any non-registered Unitholder to appoint themselves or another person (other than the Named Proxyholders) to access and vote at the Meeting during the live webcast is different than it would be for an in-person meeting. In addition to the steps above, you must follow the additional instructions on your voting instruction form very carefully, including:

inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” online at www.proxyvote.com or in the spaces provided on your form of proxy or voting instruction form. You must complete this step regardless of whether you wish to appoint yourself or another person (other than the Named Proxyholders); and
if you have appointed someone other than yourself to access and vote at the Meeting on your behalf, informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting.

You are encouraged to appoint yourself or such other person (other than the Named Proxyholders) online at www.proxyvote.com as this will reduce the risk of any mail or other disruptions and will allow you to share the Appointee Information you have designated with any other person you have appointed to represent you at the Meeting more easily. If you do not designate the Appointee Information as required when completing your appointment online or on your voting instruction form or form of proxy or if you do not provide the exact Appointee Identification Number and Appointee Name to the person (other than the Named Proxyholders) who has been appointed to access and vote at the Meeting on your behalf, neither you nor that other person, as applicable, will be able to access the Meeting and vote.

Your intermediary must receive your voting instructions or your proxyholder appointment in sufficient time for your intermediary to act on them prior to the proxy deadline established by the Trust.

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Q: Who is soliciting my proxy?

A: Proxies are being solicited by the Trustees and the associated costs will be borne by the Trust. The solicitation will be made primarily by sending proxy materials to Unitholders by mail and, in relation to the delivery of this Circular, by posting this Circular on our website at www.dreamimpacttrust.ca, on our SEDAR profile at www.sedar.com and on Envision Reports at www.envisionreports.com/DreamImpact2021 pursuant to Notice and Access. Proxies may also be solicited personally or by telephone by employees or representatives of the Trust at nominal cost.

Q: What if I sign the form of proxy and/or voting instruction form sent to me?

A: Signing a form of proxy or voting instruction form gives authority to the individuals named in that form of proxy, being Michael Cooper or Meaghan Peloso (the “ Named Proxyholders ”), to vote your Units at the Meeting. However, you have the right to appoint someone else to represent you at the Meeting, but only if you provide that instruction online at www.proxyvote.com or on the form of proxy or voting instruction form. See the answer to the question “Can I appoint someone other than the Named Proxyholders to vote my Units?” below.

If voting instructions are given on your form of proxy or voting instruction form, the form of proxy and voting instruction form will require your proxyholder to vote your Units in accordance with those instructions. If no voting instructions are given, then your proxyholder may vote your Units as he or she sees fit. If you appoint the Named Proxyholders, who are representatives of the Trust, and do not specify how they should vote your Units, then your Units will be voted FOR each of the matters referred to in the form of proxy and/or voting instruction form.

Proxies returned by intermediaries as “non-votes” on behalf of Units held in the name of such intermediary, because the beneficial Unitholder has not provided voting instructions and the intermediary does not have the discretion to vote such Units, will be treated as present for purposes of determining a quorum but will not be counted as having been voted in respect of any such matter. As a result, such proxies will have no effect on the outcome of the vote.

Q: Can I appoint someone other than the Named Proxyholders to vote my Units?

A: Yes. You have the right to appoint a person other than the Named Proxyholders to be your proxyholder and such persons does not need to be a Unitholder.

Since the Meeting will take place virtually, the process for appointing another person as your proxyholder (other than the Named Proxyholders) to access the Meeting and vote on your behalf is different than it would be for an in-person meeting. You must therefore follow the instructions on your form of proxy very carefully, including:

inserting an “Appointee Name” and designating an 8-character “Appointee Identification Number” (together, this is the “Appointee Information”) online at www.proxyvote.com or in the spaces provided on your form of proxy; and
informing your appointed proxyholder of the exact Appointee Name and 8-character Appointee Identification Number prior to the Meeting. Your proxyholder will require both your Appointee Name and Appointee Identification Number in order to access the Meeting and vote on your behalf.

You are encouraged to appoint your proxyholder online at www.proxyvote.com in accordance with the instructions on the form of proxy as this will reduce the risk of any mail disruptions and will allow you share the Appointee Information you have created with your appointed proxyholder more easily. You may also complete and return your form of proxy by following the instructions on your form of proxy.

Please note that if you wish to appoint a person as your proxyholder other than the Named Proxyholders and you do not designate the Appointee Information as required when completing your appointment online or on your form of proxy or if you do not provide the exact Appointee Name and Appointee Identification Number to that other person, that other person will not be able to access the Meeting and vote on your behalf.

It is important to ensure that the person you appoint (other than the Named Proxyholders) will be accessing the Meeting and is aware that he or she has been appointed to vote your Units, as per your voting instructions. Proxyholders can access the Meeting in the manner described in the response to the question, “How do I access and vote at the Meeting – Proxyholders”.

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Q: What do I do with my completed proxy or voting instruction form?

A: You may provide your voting instructions or appoint another person as your proxyholder online at www.proxyvote.com. If you are a registered or non-registered Unitholder, you may also return your completed, signed (by you, or by your attorney authorized in writing, or if you are a corporation, by a duly authorized officer or attorney), and dated (with the date on which it is executed) form of proxy or voting instruction form accompanying this Circular to Broadridge in the envelope provided to you by mail at Data Processing Centre, P.O. Box 3700 STN Industrial Park, Markham, Ontario, L3R 9Z9 by 5:00 p.m. (Toronto time) on June 3, 2021.

Q: Can I vote by Telephone?

A: Yes. You may vote by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French). You will be asked to provide your 16-digit control number, which is located on the form of proxy or voting instruction form, in order to verify your identity. You may not appoint a proxyholder over the telephone.

Q: Can I vote by Internet?

A: Yes. You may provide your voting instructions or appoint a proxyholder online at www.proxyvote.com by following the instructions. You will need your control number (which is located on both sides of the form of proxy or voting instruction form) to identify yourself to the system. You should follow the instructions on your form of proxy or voting instruction form.

Q: When is the deadline for me to vote by proxy?

A: Regardless of whether you submit your vote online at www.proxyvote.com, by telephone or by mail, you must submit your vote by no later than 5:00 p.m. (Toronto time) on June 3, 2021, which is two Business Days before the day of the Meeting (or 5:00 p.m. (Toronto time) on the second last Business Day prior to any reconvened Meeting, in the event of an adjournment of the Meeting)(the “ proxy deadline ”). The Chair of the Meeting may waive, in his or her discretion, the time limit for the deposit of proxies by Unitholders if he or she deems it advisable to do so without notice. If you are a non-registered Unitholder, you will need to give your voting instructions to your intermediary, so you should allow sufficient time for your intermediary to receive them and submit them to Broadridge. Each intermediary has its own deadline so Unitholders will need to follow the instructions on the voting instruction form.

Q: If I change my mind, can I submit another proxy or take back my proxy once I have given it?

A: Yes. If you are a registered Unitholder you may revoke any prior proxy by: (a) providing new voting instructions or Appointee Information at www.proxyvote.com at a later time; (b) completing and signing a form of proxy bearing a later date and depositing it with Broadridge as described above; (c) depositing a document that is signed by you (or by someone you have properly authorized to act on your behalf) at the registered office of the Trust at 30 Adelaide Street East, Suite 301, Toronto, Ontario, M5C 3H1, Attention: Corporate Secretary of Dream Asset Management Corporation at any time up to 5:00 p.m. (Toronto time) on June 3, 2021, which is the second last Business Day preceding the date of the Meeting at which the proxy is to be used; or (d) following any other procedure that is permitted by law.

Non-registered Unitholders who wish to change their vote must make appropriate arrangements with their respective dealers or other intermediaries. You can revoke your prior voting instructions or proxyholder appointment by providing new instructions or Appointee Information at a later time online at www.proxyvote.com or on a voting instruction form with a later date, in each case in accordance with the instructions on your voting instruction form, provided that your new instructions or appointment are received by your intermediary in sufficient time for your intermediary to act on them.

If you are a non-registered Unitholder who is eligible to access and vote at the Meeting during the live webcast and you have previously provided voting instructions or appointed another person to vote on your behalf, you may access the Meeting and revoke your prior instructions or appointments, but you will not be able to vote on any matter at the Meeting during the live webcast unless the proxy deadline has been waived. If you do not wish to revoke your prior instructions or appointments, you will still be able to access the Meeting and you will be able to ask questions.

Proxies, however submitted, received after the proxy deadline but before the Meeting may only be effective to revoke any previously submitted proxy. If you access the Meeting and vote on any matter during the live webcast any previously submitted proxy will be revoked.

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The Trust reserves the right to accept late proxies and to waive the proxy deadline with or without notice, but is under no obligation to accept or reject any particular late proxy.

Q: How will my Units be voted if I give my proxy?

A: Your form of proxy or voting instruction form requires that the persons named on a form of proxy must vote your Units for or against or withhold from voting, as applicable, in accordance with your directions and on any ballot that may be called for. If you do not specify how to vote on a particular matter, your proxyholder is entitled to vote as he or she sees fit. In the absence of directions in a form of proxy, proxies received by the Trust appointing the Named Proxyholders will be voted FOR all resolutions and matters put before Unitholders at the Meeting. See “Business of the Meeting” for further information.

Q: How do I access and vote at the Meeting?

A: You will be able to participate in the Meeting using an internet connected device such as a laptop, computer, tablet or smartphone, and the Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins and meeting the minimum system requirements. If you have any doubt, you can check your system’s compatibility by visiting www.talkpoint.com/test.

The steps that you need to follow to access the Meeting will depend on whether you are a registered Unitholder, a non-registered Unitholder, a proxyholder or a guest. You must follow the applicable instructions below carefully.

Registered Unitholders

If you are a registered Unitholder, Broadridge will have sent you a form of proxy. This document will be required in order for you to complete the instructions below, but do not complete the form of proxy or return it to Broadridge since you will be accessing and voting at the Meeting during the live webcast.

Registered Unitholders can access and vote at the Meeting during the live webcast as follows:
Log into www.virtualshareholdermeeting.com/mpct2021 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Enter your 16-digit control number into the Shareholder Login section (your control number is located on your form of proxy) and click on “Enter Here”.
Follow the instructions to access the Meeting and vote when prompted.

Even if you currently plan to access and vote at the Meeting, you should consider voting your Units by proxy in advance so that your vote will be counted if you later decide not to attend the Meeting or in the event that you are unable to access the Meeting for any reason. If you access and vote on any matter at the Meeting during the live webcast, then you will revoke any previously submitted proxy.

Non-Registered Unitholders

Non-registered Unitholders wishing to access and vote at the Meeting during the live webcast can do so as follows:

Appoint yourself as proxyholder as described under the heading “If I am a non-registered Unitholder, how do I vote?”, including by providing an “Appointee Name” and designating an 8-character “Appointee Identification Number”. Please note that these steps must be completed prior to the proxy deadline or you will not be able to vote your Units at the Meeting during the live webcast.
Follow the instructions below for Proxyholders to log in and vote at the Meeting.

In the event that the proxy deadline is waived by the Trust prior to the Meeting, all non-registered Unitholders will be able to access and vote at the Meeting in the same manner as for registered Unitholders described above except that your 16-digit control number will be located on your voting instruction form or form of proxy. In that case, if you have previously provided voting instructions or appointed another person to vote on your behalf and you choose to access and vote on any matter at the Meeting during the live webcast then you will revoke all prior voting instructions or appointments. If you do not wish to revoke your prior instructions or appointments, you will still be able to access the Meeting and you will be able ask questions. You should not assume that the proxy deadline will be waived in whole or in part, and you should vote prior to the Meeting or appoint yourself or

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another person to vote on your behalf at the Meeting prior to the proxy deadline to ensure your vote is counted at the Meeting.

A non-registered Unitholder wishing to access the Meeting without voting during the live webcast – for example, because you have provided voting instructions prior to the Meeting or appointed another person to vote on your behalf at the Meeting – can access the Meeting in the same manner as for registered Unitholders described above using the 16-digit control number located on your voting instruction form or form of proxy. You will be able to ask questions if you access the Meeting in this manner.

Proxyholders

If you have been appointed as proxyholder for a registered or non-registered Unitholder (or you are a nonregistered Unitholder who has appointed themselves as proxyholder), you can access and vote at the Meeting during the live webcast as follows:

Log into www.virtualshareholdermeeting.com/mpct2021 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Enter the Appointee Name and Appointee Identification Number exactly as it was provided to Broadridge by the Unitholder who appointed you as proxyholder and click on “Enter Here”. If this information is not provided to you by such Unitholder, or if you do not enter it exactly as that Unitholder provided it to Broadridge, you will not be able to access the Meeting or vote their Units on their behalf during the live webcast.

If you have been appointed as proxyholder for more than one Unitholder, you will be asked to enter the Appointee Information for each separate Unitholder in order to vote the applicable Units on their behalf at the Meeting.

Follow the instructions to access the Meeting and vote when prompted.

All Unitholders must provide the Appointee Information to their appointed proxyholder exactly as they provided it to Broadridge online at www.proxyvote.com or on their voting instruction form or form of proxy in order for their proxyholder to access and vote their Units at the Meeting during the live webcast. Proxyholders who have forgotten or misplaced the applicable Appointee Information should contact the Unitholder who appointed them as quickly as possible. If that Unitholder has forgotten or misplaced the applicable Appointee Information, they should follow the steps applicable to them for appointing a proxyholder as described below as quickly as possible.

Guests

If you wish to access the Meeting as a guest, you can log into the Meeting as set out below. Note that guests will be able to listen to the Meeting but will not be able to ask questions or vote. If you wish to contact the Trust Board chair or any member of the Trust Board, please see “Statement of Corporate Governance Practices – Communication and Disclosure Policies” for contact information. Please read and follow the instructions below carefully.

Log into www.virtualshareholdermeeting.com/mpct2021 at least 15 minutes before the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.
Complete the GUEST LOGIN section and click on “Enter Here”.

Q: How can I ask questions at the Meeting?

A: The Trust believes that the ability to participate in the Meeting in a meaningful way, including asking questions, remains important despite the decision to hold this year’s Meeting virtually. Registered Unitholders, proxyholders and non-registered Unitholders will have an opportunity to ask questions at the Meeting in writing by sending a message to the Chair of the Meeting online through the virtual meeting platform. It is anticipated that Unitholders will have substantially the same opportunity to ask questions on matters of business at the Meeting as in past years when the annual unitholders meeting was held in person.

Unitholders will have the opportunity to submit questions during the meeting in writing by sending a message to the chair of the meeting online through the meeting portal. Questions received from unitholders which do not relate to the business of the meeting are expected to be addressed in the question-and-answer session that will

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follow the meeting. Such questions will be read by the chair of the meeting or a designee of the chair and responded to by a representative of the Trust as they would be at a unitholder meeting that was being held in person. As at an in-person meeting, to ensure fairness for all attendees, the chair of the meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject questions that do not relate to the business of the meeting or which are determined to be inappropriate or otherwise out of order.

Q: What if I have difficulties in accessing the Meeting?

A: If you have questions regarding the virtual meeting portal or requiring assistance accessing the meeting website, you may call Broadridge’s technical support line at 1-844-986-0822 (toll-free) or 303-562-9302 (toll) on the day of the Meeting, or visit the website www.virtualshareholdermeeting.com or contact your intermediary at any time for additional information.

If you are accessing the Meeting you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting. Note that if you lose connectivity once the Meeting has commenced, there may be insufficient time to resolve your issue before ballot voting is completed. Therefore, even if you currently plan to access the Meeting and vote during the live webcast, you should consider voting your Units in advance or by proxy so that your vote will be counted in the event you experience any technical difficulties or are otherwise unable to access the Meeting.

Q: What if amendments are made to these matters or if other matters are brought before the Meeting?

A: The persons named on a form of proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.

As of the date of this Circular, the Named Executive Officers of the Trust know of no such amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.

Q: What is quorum for the Meeting?

A: Pursuant to the Declaration of Trust, the quorum necessary for any meeting of Unitholders is two or more individuals present being Unitholders or representing Unitholders by proxy who hold in the aggregate not less than 10% of the votes attached to all outstanding Units.

Q: How many votes are required to pass each matter to be voted upon at the Meeting?

A: All matters that are scheduled to be voted upon at the Meeting, except the DOT Amendments, are passed by simple majority, meaning that if more than half of the votes that are cast are in favour, then the resolution passes, except that DAM and its associates and affiliates will not be entitled to vote on the Fee Proposal Resolution because of their interest in the transaction. In order for the DOT Amendments to be effective, the DOT Amendments Resolution must receive the affirmative vote of at least 66⅔% of the votes cast by all Unitholders voting at the Meeting in person or by proxy. See “Business of the Meeting” for further information.

Q: Why is the Trust proposing to amend the Declaration of Trust?

A: As described in further detail in this Circular under “Business of the Meeting – Amendments to the Declaration of Trust”, the trustees of the Trust review the terms of the Declaration of Trust on a regular basis and, when appropriate, propose amendments to the Declaration of Trust, certain of which require the approval of Unitholders.

Since the completion of its initial public offering, the strategy and business of the Trust has evolved significantly. In 2020, among other matters, the Trust changed its name to better align with its new mandate to be a pure-play impact investment vehicle, concentrating its focus on investments that generate both strong financial returns and that provide positive social and economic impacts. In line with this strategy, the Trust is committed to seeking well qualified individuals with expertise and knowledge of the Trust and its business and new impact strategy to serve on the Trust Board.

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ability to meaningfully guide and contribute to the success of the Trust who may not be “independent” within the meaning of applicable securities laws. Such requirement, if maintained, would disqualify experienced and knowledgeable candidates from serving on the Trust Board.

The Trustees propose to amend the Declaration of Trust to provide that at least 75% of the Trustees shall be at all times “independent” within the meaning of NI 58-101, which is in addition to the policy of the GP Board that at least a majority of its Directors should be “independent” Directors within the meaning of NI 58-101. The Trust Board is of the view that the DOT Amendments will provide the Trust Board with an opportunity to recruit new talent while continuing to provide independent and effective Trust Board oversight and to hold the asset manager accountable. The Trustees continue to take steps to ensure that adequate processes and structures are in place to permit the Trust Board to function independently of the asset management of the Trust and that the Trust Board’s interests remain aligned with the interests of the Unitholders, including by ensuring that a majority of the Board will remain independent.

Q: Why is the Trust proposing to issue Units in satisfaction of the management fees payable to the asset manager under the Management Agreement?

A: As described in further detail in this Circular under “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”, in support of the Trust’s commitment to maintaining its current distribution policy of $0.40 per Unit on an annual basis, the Trust previously entered into the Letter Agreement. The Letter Agreement provided that for the period from April 1, 2019 to December 31, 2020 the management fees payable to DAM pursuant to the Management Agreement would be satisfied by the delivery of Units, valued at $8.74 per Unit for purposes of determining the number of Units to be issued.

In order to support the Trust’s liquidity position which will provide further security to its current distribution policy, following the expiration of the Letter Agreement, the Trust entered into a Second Letter Agreement with Master LP and DAM, providing that for the period from January 1, 2021 to December 31, 2023, the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units, valued at the most recent year-end net asset value per Unit as determined and reported by the Trust, for purposes of determining the number of Units to be issued, subject to the receipt of TSX approval and Unitholder approval at the Meeting. By satisfying the management fees payable under the Management Agreement in Units, the cash requirements of the Trust will be reduced and more cash is expected to be available to the Trust to fund the payment of distributions to Unitholders. If the Fee Proposal Resolution is approved at the Meeting, the first issuance of Units in accordance with the Second Letter Agreement shall be in respect of the quarter ended March 31, 2021, valued at the current net asset value per Unit reported by the Trust of $8.99.

If the Fee Proposal Resolution authorizing the issuance and delivery of Units in satisfaction of the management fees payable under the Management Agreement as contemplated by the Second Letter Agreement is not approved by Unitholders at the Meeting, no Units will be issued to DAM for such purpose and the management fees will be paid in cash. In such event, the Trust Board will review the distribution policy of the Trust over time to ensure that the distribution policy is sustainable in light of the Master LP’s current and future cash commitments and is reflective of the Trust’s business and asset profile.

Q: If I need to contact Broadridge, how do I reach them?

A: For general Unitholder enquiries, you can contact Broadridge by email at [email protected].

Q: How can I request electronic delivery of Meeting Materials?

A: Registered Unitholders can opt for electronic distribution of Meeting Materials. To do so, register online by visiting the Transfer Agent’s website at www.computershare.com/investor and completing the requested information in order to receive Meeting Materials electronically in the future.

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Principal Holders of Voting Securities

To the knowledge of the Trust and the executive officers of Master GP, the only persons or companies that beneficially own, or control or direct, directly or indirectly, voting securities of the Trust carrying 10% or more of the voting rights attached to any class of outstanding voting securities of the Trust as at April 16, 2021 are the following:

Name and Municipality of Residence	Number and Class of Units	Percentage of Outstanding Class
Michael J. Cooper(1) Toronto, Ontario, Canada	• 17,591,352 Units	• 27.1% of the Units

Note:

(1) Michael Cooper beneficially owns, indirectly through Sweet Dream Corp., a total of 460,001 Units. DAM holds 17,131,351 Units. Mr. Cooper controls DAM through his direct and indirect ownership and control of Class B common shares and Class A subordinate voting shares of Dream. Mr. Cooper’s ownership of Units shown in the table above includes the 460,001 Units directly and indirectly beneficially owned by Mr. Cooper, as well as the 17,131,351 Units held by DAM.

The Trust understands that the Units registered in the name of “CDS & CO.” are beneficially owned through various dealers and other intermediaries on behalf of their clients and other parties. The names of the beneficial owners of such Units are not known to the Trust.

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BUSINESS OF THE MEETING

Purpose of the Meeting

We will address five items at the Meeting:

1 receiving the consolidated financial statements of the Trust for the fiscal year ended December 31, 2020, including the auditor’s report;
2 considering and voting on a resolution approving certain amendments to the declaration of trust of the Trust, as more particularly described under “Amendments to the Declaration of Trust”;
3 electing Trustees who will serve until the end of the next annual meeting of Unitholders;
4 appointing the auditor for the Trust that will serve until the end of the next annual meeting of Unitholders and authorizing the Trustees to set the auditor’s remuneration; and
5 considering and voting on a resolution authorizing the issuance and delivery of up to 5,000,000 Units valued at the most recent year-end net asset value per Unit as determined and reported by the Trust to DAM, the asset manager of the Trust, in satisfaction of the management fees payable under the Management Agreement for the period from January 1, 2021 to December 31, 2023, as contemplated by the Second Letter Agreement, as more particularly described under “Management Agreement Fee Proposal and Issuance of Units”.

We will also consider other business that may properly come before the Meeting. As of the date of this Circular, the Trust is not aware of any changes to these items and does not expect any other items to be brought forward at the Meeting. If there are changes or new items, you or your proxyholder can vote your Units on these items as you, he or she sees fit.

Receiving the Consolidated Financial Statements

Our audited comparative consolidated financial statements and our 2020 MD&A are included in our 2020 Annual Report, a copy of which will be sent to all registered and beneficial Unitholders other than those who have requested that materials not be sent to them. Our audited comparative consolidated financial statements and our 2020 MD&A are also available through SEDAR at www.sedar.com and our website at www.dreamimpacttrust.ca. The 2020 Annual Report will be placed before the Unitholders at the Meeting. You may also obtain a copy upon request to the Corporate Secretary of DAM at 30 Adelaide Street East, Suite 301, Toronto, Ontario M5C 3H1 (telephone: 416-365-3535 or email: [email protected]).

Amendments to the Declaration of Trust

The trustees of the Trust review the terms of the Declaration of Trust on a regular basis and, when appropriate, propose amendments to the Declaration of Trust, certain of which require the approval of Unitholders.

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individuals with expertise and knowledge of the Trust and its business and new impact strategy to serve on the Trust Board.

The Declaration of Trust currently provides that each of the trustees must at all times be “independent” within the meaning of NI 58-101. In light of the evolving strategy of the Trust and changes in business practice, the Trustees recognize that there are qualified individuals with expertise and knowledge of the Trust and its business and the ability to meaningfully guide and contribute to the success of the Trust who may not be “independent” within the meaning of applicable securities laws. Such requirement, if maintained, would disqualify experienced and knowledgeable candidates from serving on the Trust Board.

Proposed Amendments

Unitholders are being asked to consider, and if thought advisable, to pass a resolution approving amendments to the declaration of trust of the Trust dated October 26, 2020 that will: (i) remove the qualification requirement for all Trustees to be at all times an Independent Trustee and to replace it with the requirement that at least 75% of the Trustees be Independent Trustees; provided that if any time at least 75% of the Trustees are not “independent” because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of any Trustee who was an Independent Trustee, this requirement shall not be applicable for a period of 60 days thereafter, during which time the remaining Trustees shall appoint a sufficient number of Trustees who qualify as “independent” to comply with this requirement; (ii) provide that a quorum for all meetings of Trustees constitutes at least two Trustees, at least two of whom shall be Resident Canadians and a majority of whom shall also be Independent Trustees; and (iii) clarify that any act of a Trustee is valid notwithstanding any irregularity in the appointment of the Trustee or a defect in the qualifications of the Trustees.

In order to give effect to the foregoing, certain additional non-substantive amendments to the recitals and definitions of the Declaration of Trust are also proposed.

The foregoing is a summary of the proposed amendments to the Declaration of Trust and does not purport to be complete and is qualified in its entirety by reference to the full text of the proposed amended and restated Declaration of Trust. A copy of the full text of the proposed amended and restated Declaration of Trust is attached as Appendix E to this Circular. The proposed amendments are marked in blue and red.

DOT Amendments Resolution

Unitholders are being asked to consider and vote on a resolution (the “ DOT Amendments Resolution ”) authorizing the amendments to the Declaration of Trust referred to above.

At the Meeting, Unitholders will be asked to vote on the following resolution, with or without variation:

“ RESOLVED THAT :

The amendments to the declaration of trust (the “ Declaration of Trust ”) of Dream Impact Trust (the “ Trust ”) substantially as described in the management information circular of the Trust and reflected in the blackline of the Declaration of Trust attached as Appendix E to the management information circular, is hereby authorized and approved.
The Declaration of Trust is hereby further amended to the extent necessary to reflect and give effect to the foregoing and the trustees of the Trust are authorized and directed to execute the Declaration of Trust reflecting the foregoing changes and amendments.
Any trustee of the Trust or director or officer of DAM be and is hereby authorized to execute and deliver and file all such documents and instruments and to do all such other acts and things on behalf of the Trust as he or she may, in his or her opinion, determine to be necessary or desirable to give full effect to the foregoing

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resolutions, the execution and delivery or filing of such documents and instruments and the taking of such action being conclusive evidence of such determination.”

In order to be passed, the DOT Amendments Resolution requires approval by at least 66⅔% of the votes cast by Unitholders, either present in person or represented by proxy, at the Meeting. The persons named in the form of proxy (or voting instruction form) intend to vote FOR the approval of the DOT Amendments Resolution.

If approved, the DOT Amendments Resolution and the amendment to the Declaration of Trust will be effective as of June 7, 2021. If the DOT Amendments Resolution is not approved by the Unitholders at the Meeting, the amendments to the Declaration of Trust will not take effect.

The Trust Board considers three of the four Trustee nominees standing for election at the Meeting, comprising 75% of the Trust Board, to be “independent” within the meaning of NI 58-101. In connection with the Trust Board’s efforts to identify effective and well qualified trustees, Ms. Pauline Alimchandani, former Chief Financial Officer of the Trust and a current director of Master GP, agreed to serve as a trustee of the Trust and has been nominated for election as a trustee at the Meeting, provided the DOT Amendments Resolution is approved by Unitholders at the Meeting. As the former Chief Financial Officer of the Trust, Ms. Alimchandani is not “independent” within the meaning of NI 58101. If Ms. Alimchandani receives the requisite number of votes for election as a trustee but the DOT Amendments Resolution is not approved by Unitholders at the Meeting, Ms. Alimchandani has agreed that she will step down and not serve as a trustee. Ms. Alimchandani will continue to serve as a director of Master GP.

Election of Trustees

HIGHLIGHTS OF THE BOARD OF TRUSTEES:

Highly experienced Trust Board, with expertise in all key areas of the Trust’s activities
3 of 4 Trustee nominees are “independent”
Individual and majority voting policy
None of the Trustees serve on an excessive number of other public boards
Diverse nature of experience and industries

The Declaration of Trust provides for the Trust Board to consist of a minimum of three and a maximum of 10 Trustees and requires that a majority of Trustees be resident Canadians. The Trust Board currently has four Trustees. It is proposed that four Trustees be elected at the Meeting.

The Trust Board has adopted a policy that entitles each Unitholder to vote for each Trustee nominee on an individual basis.

The Trust Board has also adopted a policy stipulating that, if the total number of votes cast in favour of the election of a Trustee nominee at a Unitholders’ meeting represents less than a majority of the total votes for and withheld for that Trustee, the nominee will submit his or her resignation immediately after the Meeting for the Trust Board’s consideration. The Trust Board will have 90 days to consider accepting or rejecting the resignation. The Trust Board will accept the resignation absent exceptional circumstances. The Trust Board’s decision to accept or reject the resignation offer will be disclosed to the public. The policy does not apply in circumstances involving contested Trustee elections.

Unless a Unitholder directs that his or her Units are to be withheld from voting in the election of one or more Trustees, the persons named in the form of proxy intend to cast the votes to which the Units represented by such proxy are entitled in favour of the election of the proposed nominees whose names are set forth below.

Subject to approval of the DOT Amendments Resolution at the Meeting, we believe that all of the proposed nominees will be able to serve as Trustees, but if a proposed nominee is unable to serve as a Trustee for any reason prior to the Meeting, the persons named in the form of proxy may vote for the election of another proposed nominee in their discretion. Each Trustee will hold office until the next annual meeting of Unitholders or until a successor is elected.

Nominees to be Elected by Unitholders

The following tables and notes thereto set out certain information as at April 23, 2021 (unless otherwise indicated) with respect to the persons being nominated at the Meeting for election as Trustees. The Directors of the GP Board

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are appointed by DAM as the sole shareholder of Master GP. If elected as Trustees, DAM intends to appoint Pauline Alimchandani, Amar Bhalla and Karine MacIndoe to the GP Board. For the biographies of the other Directors of the GP Board, who are not elected by Unitholders but are appointed by DAM, see “Statement of Corporate Governance Practices – GP Board – Directors of GP Board”.

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Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.

	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.	Ms. Pauline Alimchandani is the Chief Financial Officer of Northland Power Inc. (TSX: NPI), a global renewable energy company. She oversees a large global team across several key functions across the organization including: corporate finance, project finance, capital markets, financial planning & analysis, treasury, risk management, information technology, corporate accounting, tax strategy & planning, financial reporting, investor relations and sustainability. Ms. Alimchandani has 15 years of professional experience having most recently served as Executive Vice President and Chief Financial Officer of Dream. Her earlier roles also included serving as the Vice President, Corporate Strategy at Dream and Vice President, Equity Research at BMO Capital Markets. Prior to these positions, Ms. Alimchandani was also active in both the Audit and Assurance and Consulting & Deals practices at PricewaterhouseCoopers LLP. Ms. Alimchandani holds a Bachelor of Business Administration from the Schulich School of Business at York University. She is a Chartered Accountant as well as a CFA charterholder. Ms. Alimchandani currently serves on the board of directors of the Michael Garron (formerly Toronto East General) Hospital Foundation.
Pauline Alimchandani Residency: Toronto, Ontario, Canada Trustee Since: October 13, 2020 Non-Independent	Key Areas of Expertise/Experience
	• Strategic Insight/Leading Growth • Real Estate • Accounting and Financial Reporting • Financially Literate • Corporate Finance and Capital Markets • Business Leadership • Board and Governance • Diverse Perspective • CommunityInvolvement
	Other Public Company Directorships
	• None
	Trust Board/GP Board/Committee Membership				Attendance
	Trust Board GP Board				1 of 1(3) 8 of 8		100% 100%
	Equity Ownership of the Trust
					Minimum Ownership
	Year	Units	Deferred Units	Total Amount(1)	Over 5 years(2)	Target as at December 31, 2020	Meets Requirements
	As at December 31, 2020	11,472	55,420	$403,359	3 x Retainer	$220,500	Yes – over 100% of 5 year target
	Voting Results of 2020 Annual Meeting of Unitholders
	• Votes For: N/A • Votes Withheld: N/A

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Mr. Amar Bhalla is the President of Capit Investment Corp., a private real estate company that owns and manages a portfolio of apartment buildings, commercial sites, and development projects in the GTA. He has over 20 years of experience in the acquisition, repositioning and redevelopment of GTA based real estate across asset classes. Prior to his role at Capit, Mr. Bhalla chaired Carlaw Capital Group, a Toronto based merchant bank focused on technology businesses and was the CEO of Crescent Logic, a business application software firm. Mr. Bhalla has and continues to serve on the boards of several TSX and TSX-V listed businesses across technology and mineral industries and is the current Chair of the Independent Review Committee for BristolGate Capital Partners and was formerly the Chair of Aston Hill Asset Management’s Independent Review Committee. Mr. Bhalla is a CFA charterholder, a member of the Institute of Corporate Directors and holds a BA in Economics from McGill University.

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Key Areas of Expertise/Experience
• Real Estate • Financial Services • Financially Literate • Accounting • Corporate Finance and Capital Markets • Business Leadership • Board and Governance • Strategic Insight/Leading Growth • Diverse Perspective

Amar Bhalla

Residency: Toronto, Ontario, Canada Trustee Since: May 8, 2017

Residency: Toronto, Ontario, Canada	• Business Leadership • Board and Governance • Strategic Insight/Leading Growth • Diverse Perspective	• Business Leadership • Board and Governance • Strategic Insight/Leading Growth • Diverse Perspective	• Business Leadership • Board and Governance • Strategic Insight/Leading Growth • Diverse Perspective	• Business Leadership • Board and Governance • Strategic Insight/Leading Growth • Diverse Perspective
Trustee Since: May 8, 2017 Independent	Other Public Company Directorships • Galane Gold Ltd.
	• Jade Power Trust
	• Mira X Acquisition Corp.
	Trust Board/GP Board/Committee Membership			Attendance
	Trust Board (Chair)		8 of 8		100%
	Audit Committee of the Trust Board		4 of 4		100%
	GP Board (Chair)		8 of 8		100%
	Audit Committee of the GP Board		4 of 4		100%
	Governance, Compensation and Environmental		2 of 2		100%
	Committee of the GP Board
	Equity Ownership of the Trust
				Minimum Ownership
	Year Units Deferred	Total Amount(1)	Over 5	Target as at	Meets
	Units		years(2)	December	Requirements
				31, 2020
	As at 7,500 84,530	$554,941	3 x	$325,500	Yes – over
	December		Retainer		100% of 5
	31, 2020				year target
	Voting Results of 2020 Annual Meeting of Unitholders
	• Votes For: 68.23%
	• Votes Withheld: 31.77%

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Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).

	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).	Ms. Karine MacIndoe is a corporate director and has over 25 years of professional experience, mostly in real estate and capital markets, and seven years of public board experience. She is currently on the boards of Dream Office REIT, the Trust, and Killam Apartment REIT (“Killam”). Her sub-committee responsibilities include chairing the Audit Committee of the Trust, Dream Office REIT and Killam, and chairing the Compensation Committee at Killam. Until 2013, Ms. MacIndoe was a Managing Director and Senior Equity Research Analyst at BMO Capital Markets covering Real Estate and REITs across all property types (retail, office, industrial, multi-residential, seniors housing and hotels). During her over 10 year career at BMO she was consistently ranked as a top-ranked analyst in the Brendan Wood Canadian Equity Research Survey; both for the quality of her research and strength of client relationships. Her prior work experience also includes M&A Advisory at NM Rothschild & Sons, and management of sales planning at Canadian Airlines International. Ms. MacIndoe has an MBA from the Richard Ivey School of Business (graduated an Ivey Scholar) and a Bachelor of Commerce from the University of Calgary (graduated Honor Society).
Karine MacIndoe Residency: Toronto, Ontario, Canada Trustee Since: May 17, 2018 Independent	Key Areas of Expertise/Experience
	• Real Estate • Financial Services • Financially Literate • Accounting • Corporate Finance and Capital Markets • Business Leadership • Board and Governance • Strategic Insight/Leading Growth • Diverse Perspective • CommunityInvolvement
	Other Public Company Directorships
	• Dream Office REIT • Killam Apartment REIT
	Trust Board/GP Board/Committee Membership				Attendance
	Trust Board Audit Committee of the Trust Board (Chair) GP Board Audit Committee of the GP Board (Chair) Governance, Compensation and Environmental Committee of the GP Board				8 of 8 4 of 4 8 of 8 4 of 4 2 of 2		100% 100% 100% 100% 100%
	Equity Ownership of the Trust
					Minimum Ownership
	Year	Units	Deferred Units	Total Amount(1)	Over 5 years(2)	Target as at December 31, 2020	Meets Requirements
	As at December 31, 2020	8,300	48,428	$342,070	3 x Retainer	$250,500	Yes – over 100% of 5 year target
	Voting Results of 2020 Annual Meeting of Unitholders
	• Votes For: 68.41% • Votes Withheld: 31.59%

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Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of Hazelview Investments (formerly Timbercreek Equities Corp.), an investment management company. Since 2007, Mr. Tsourounis has been responsible for providing direct oversight to Hazelview’s direct real estate investment platform including all direct real estate investment and development activities, as well as co-leading the team that is responsible for sourcing, underwriting and execution on its direct real estate initiatives. Mr. Tsourounis is a member of Hazelview Investments Executive Committee and is the Chair of its real estate Investment Committee. Mr. Tsourounis has been involved in transacting over $6.0 billion of real estate in both Canada and the United States across all asset classes and developments. Mr. Tsourounis is a graduate of Dalhousie University.

	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of	Mr. Michael Tsourounis is the Senior Managing Director, Co-Head of Real Estate Investment of
Michael Tsourounis Residency: Toronto, Ontario, Canada Trustee Since: June 17, 2019 Independent	Hazelview Investments (formerly Timbercreek Equities Corp.), an investment management company. Since 2007, Mr. Tsourounis has been responsible for providing direct oversight to Hazelview’s direct real estate investment platform including all direct real estate investment and development activities, as well as co-leading the team that is responsible for sourcing, underwriting and execution on its direct real estate initiatives. Mr. Tsourounis is a member of Hazelview Investments Executive Committee and is the Chair of its real estate Investment Committee. Mr. Tsourounis has been involved in transacting over $6.0 billion of real estate in both Canada and the United States across all asset classes and developments. Mr. Tsourounis is a graduate of Dalhousie University.
	Key Areas of Expertise/Experience
	• Real Estate • Financial Services • Financially Literate • Corporate Finance and Capital Markets • Business Leadership • Strategic Insight/LeadingGrowth
	Other Public Company Directorships
	• None
	Trust Board/GP Board/Committee Membership				Attendance
	Trust Board Audit Committee of the Trust Board(4)				8 of 8 N/A		100% N/A
	Equity Ownership of the Trust
					Minimum Ownership
	Year	Units	Deferred Units	Total Amount(1)	Over 5 years(2)	Target as at December 31, 2020	Meets Requirements
	As at December 31, 2020	Nil	25,643	$154,627	3 x Retainer	$220,500	On track – over 70% of 5 year target
	Voting Results of 2020 Annual Meeting of Unitholders
	• Votes For: 83.90% • Votes Withheld: 16.10%

Notes:

(1) The Total Amount with regard to Units and Deferred Units is determined by multiplying the number of Units and Deferred Units held by each nominee as at December 31, 2020, by the closing price of the Units on the TSX on December 31, 2020 of $6.03 per Unit.

(2) Under our Unit Ownership Policy, Independent Trustees are required to own Units or Deferred Units with an aggregate value of at least three times the amount of their annual retainer (calculated including equity grants) over a five-year period. See “Trustee and Director Compensation - Trustee and Director Unit Ownership Guidelines and Anti-Hedging Requirements”.

(3) Ms. Alimchandani was appointed to the Trust Board on October 13, 2020.

(4) Mr. Tsourounis was appointed to the Audit Committee of the Trust Board on November 2, 2020.

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Appointment of Auditor

The auditor of the Trust is PricewaterhouseCoopers LLP, located in Toronto, Ontario. PricewaterhouseCoopers LLP was initially appointed as the auditor of the Trust on April 28, 2014. Unitholders are being asked to approve the appointment of PricewaterhouseCoopers LLP as the auditor of the Trust, Master LP and its subsidiaries, for the ensuing year and to authorize the Trustees to fix the remuneration of the auditor.

Auditor’s Fees

The aggregate fees billed by PricewaterhouseCoopers LLP, or fees accrued by the Trust in 2020 and 2019 for professional services, are presented below:

	Year ended	Year ended
	December 31, 2020	December 31, 2019
Audit Fees
Audit fees	$180,000	$207,250
Review of interim financial statements	84,000	82,500
Audit-related fees(1)
Other assurance, MD&A comforting and related	60,000	62,500
services
Tax fees(2)
Tax fees (advisory and compliance)	18,000	37,500
All other fees(3)	-	-
Total	$342,000	$389,750

Notes:

(1) “Audit-related fees” are aggregate fees billed by the Trust’s external auditor in 2020 and 2019 for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees” in the table above.

(2) “Tax fees” include the aggregate fees paid to the external auditor for tax compliance, tax advice, tax planning and advisory services.

(3) “All other fees” include the aggregate fees billed in 2020 and 2019 for products and services provided by our external auditor, other than the services reported under “Audit fees”, “Audit-related fees” and “Tax fees” in the table above.

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Management Agreement Fee Proposal and Issuance of Units

Background to the Fee Proposal Resolution

In support of the Trust’s commitment to maintaining its current distribution policy of $0.40 per Unit on an annual basis, the Trust previously entered into a letter agreement (the “ Letter Agreement ”) with Master LP and DAM. The Letter Agreement provided that for the period from April 1, 2019 to December 31, 2020 the management fees payable to DAM pursuant to the Management Agreement would be satisfied by the delivery of Units, valued at $8.74 per Unit for purposes of determining the number of Units to be issued. The Letter Agreement and the issuance of units to DAM thereunder was previously approved by the Unitholders on June 17, 2019 and by the TSX.

On April 15, 2021, the Trust entered into a second Letter Agreement (the “ Second Letter Agreement ”) that provides for the issuance of up to a maximum number of 5,000,000 Units (representing 7.7% of the issued and outstanding Units as at December 31, 2020) to Master LP, to be further delivered by Master LP to DAM in satisfaction of the management fees payable for the period from January 1, 2021 to December 31, 2023, under the Management Agreement. The first issuance of Units to DAM under the Second Letter Agreement in satisfaction of the applicable management fees is expected to be in respect of the fiscal quarter ending March 31, 2021. The aggregate number of Units issuable under the Second Letter Agreement does not exceed 10% of our total issued and outstanding Units.

The Second Letter Agreement may be amended by the written agreement of the Trust, Master LP and DAM. Pursuant to Section 613(i) of the TSX Company Manual, specific Unitholder approval will be required in connection with any amendments to the Second Letter Agreement that will, among other matters, result in a reduction to the issuance price of the Units under the Second Letter Agreement, an extension of the term under the Second Letter Agreement, or the removal of, or increase to, the maximum number of Units issuable pursuant to the Second Letter Agreement.

Under the Management Agreement, DAM previously charged the Trust acquisition/origination fees, including an acquisition fee equal to 1.00% of the gross cost of any asset acquired or originated by Master LP or any subsidiary. In connection with the entering into the Second Letter Agreement, the Trust and DAM also amended the Management Agreement to limit such acquisition fee to the Trust’s proportionate share of the gross cost of the asset at the time of acquisition. The Management Agreement, as amended, provides that, with respect to the calculation of the acquisition/origination fee payable to the Trust, in connection with the acquisition of an asset that will be a development or redevelopment project for Master LP or any subsidiary of Master LP for which DAM or its subsidiaries earns a development management fee, any amounts invested in such asset following the acquisition would not be included in the gross cost of such asset.

A copy of the Second Letter Agreement is attached as Appendix D to this Circular and will be filed and made available under the Trust’s profile at www.sedar.com. For more information on the Management Agreement, including a description of the services provided thereunder and DAM, Master LP or the Trust’s ability to terminate the Management Agreement, please see “Asset Management” and “Management and Advisory Services – Management Agreement” of our 2020 Annual Information Form.

The TSX has conditionally approved the listing of the 5,000,000 Units to be issued and delivered by the Trust under the Second Letter Agreement on the TSX. Listing will be subject to the Trust fulfilling all of the requirements of the TSX.

Fee Proposal Resolution

Unitholders are being asked to consider and vote on a resolution (the “ Fee Proposal Resolution ”) authorizing the issuance and delivery of up to an aggregate of 5,000,000 Units to DAM, as contemplated by the Second Letter Agreement referred to above.

At the Meeting, Unitholders will be asked to vote on the following resolution, with or without variation:

“ RESOLVED THAT :

The issue and delivery by Dream Impact Trust (the “ Trust ”) to Dream Impact Master LP (“ Master LP ”) of up to 5,000,000 Units (“ DAM Units ”) valued at the most recent year-end net asset value per Unit as determined and reported by the Trust for purposes of determining the number of Units to be issued, to be further delivered by Master LP to Dream Asset Management Corporation (“ DAM ”) in satisfaction of the management fees payable pursuant to the Management Agreement of the Trust dated April 15, 2021, as it may be amended from time to time, and upon the terms and subject to the conditions contained in the letter agreement with DAM and Master LP (the “ Second Letter Agreement ”), is hereby authorized and approved. The DAM Units may be issued in the form of uncertificated securities.

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Upon the Trust receiving payment for the DAM Units to be issued pursuant to the Second Letter Agreement, such DAM Units shall be issued as fully paid and non-assessable units of the Trust, and Computershare Trust Company of Canada is hereby authorized and directed to issue the DAM Units in certificated or noncertificated form to Master LP or to such person or persons as Master LP may in writing direct.
Any trustee of the Trust or director or officer of DAM be and is hereby authorized to execute and deliver and file all such documents and instruments and to do all such other acts and things on behalf of the Trust as he or she may, in his or her opinion, determine to be necessary or desirable to give full effect to the foregoing resolutions, the execution and delivery or filing of such documents and instruments and the taking of such action being conclusive evidence of such determination.”

In order to be passed, the Fee Proposal Resolution requires approval by more than 50% of the votes cast by unitholders, either present in person or represented by proxy, at the Meeting, excluding the votes cast by DAM and its associates and affiliates. DAM and its associates and affiliates are not entitled to vote on the Fee Proposal Resolution because of their interest in the Fee Proposal. See “Principal Holders of Voting Securities”. The persons named in the form of proxy (or voting instruction form) intend to vote FOR the approval of the Fee Proposal Resolution.

If approved, the Fee Proposal Resolution will be effective as of June 7, 2021. If the Fee Proposal Resolution is not approved by the Unitholders at the Meeting, the Second Letter Agreement will terminate and will be of no force or effect. If the Fee Proposal Resolution authorizing the issuance and delivery of Units in satisfaction of the management fees payable under the Management Agreement as contemplated by the Second Letter Agreement is not approved by Unitholders, no Units will be issued to DAM for such purpose and the management fees will be paid in cash. In such event, the Trust Board will review the distribution policy of the Trust over time to ensure that the distribution policy is sustainable in light of the Master LP’s current and future cash commitments and is reflective of the Trust’s business and asset profile.

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STATEMENT OF CORPORATE GOVERNANCE PRACTICES

HIGHLIGHTS OF CORPORATE GOVERNANCE PRACTICES:

Majority independent Trust Board and majority Independent Directors
Entirely independent Audit Committee of the Trust Board, Audit Committee of the GP Board and Governance, Compensation and Environmental Committee of the GP Board
Trustees elected individually (rather than slate voting)
Majority voting policy for election of Trustees
Position descriptions for each of the Chair of the Trust Board, Chair of the Audit Committee of the Trust Board, Chair of the GP Board, Chair of the Audit Committee of the GP Board and Chair of the Governance, Compensation and Environmental Committee of the GP Board
• Equity ownership guidelines for all Independent Trustees and Independent Directors
• Anti-hedging policy for all Trustees, Directors and executive officers of Master GP

• Equity ownership guidelines for Chief Executive Officer of Master GP and clawback policy for executive officers

Code of Conduct
Charter of Trustee Expectations and a Charter of Director Expectations
Diversity Policy
Target of at least 30% women Trustees and Directors
Strong Trust Board engagement with 100% attendance at meetings of the Trust Board
Robust Board review process

Trust Board

Overview

Corporate governance of the Trust relates to the activities of the Trustees who are elected by and are accountable to the Unitholders. The Trust Board believes that sound governance practices are essential to achieve the best long-term interests of the Trust and its Unitholders. The Trust Board encourages prudent corporate governance practices designed to promote the long-term well-being and ongoing development of the Trust, having always as its ultimate objective the best interests of the Trust.

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The Trust’s corporate governance practices are reviewed regularly to ensure that they are appropriate and in keeping with current best practices. The Trust Board reviews on a regular basis existing Trust Board policies, the mandate of the Trust Board, committee charters and current pronouncements on recommended “best practices” for corporate governance. The Governance, Compensation and Environmental Committee of the GP Board conducts the same exercise with respect to the GP Board.

The Trust does not have any executive officers or employees and relies upon DAM to provide it with any required services pursuant to the terms of the Management Agreement.

The Trust Board is of the view that the Trust’s corporate governance policies and practices, as outlined below, are comprehensive and consistent with the guidelines for corporate governance adopted by Canadian securities administrators and the TSX and many “best practices” published by institutional investor groups.

Mandate of the Trust Board

The Trust Board oversees the management of the Trust’s affairs directly and through the Audit Committee of the Trust Board. The responsibilities of the Trust Board and the Audit Committee of the Trust Board are set out in written mandates or charters, which are reviewed and approved annually. The mandate of the Trust Board is set out in full in Appendix B to this Circular. The charter for the Audit Committee of the Trust Board as well as the mandate of the Trust Board are also posted on the Trust’s website at www.dreamimpacttrust.ca.

In fulfilling its mandate, the Trust Board is, among other things, responsible for the following:

overseeing the Trust’s overall long-term strategic-planning process and reviewing and approving the annual investment plan presented to the Trust Board by DAM, the Trust’s asset manager;
assessing the principal risks of the Trust’s businesses and reviewing, approving and monitoring the systems in place to manage these risks;
reviewing major strategic initiatives to determine whether DAM’s proposed actions accord with long-term goals of the Trust and unitholder objectives;
overseeing the Trust’s relationship with DAM and reviewing matters relating to senior management and succession planning;
assessing performance against approved annual investment plans;
reviewing and approving the reports issued to Unitholders, including annual and interim financial statements;
promoting effective governance of the Trust;
safeguarding the Trust’s equity interests, including through approving issuances of debt and equity securities and setting an appropriate distribution policy for the Trust; and
reviewing and making decisions with respect to equity compensation plans of the Trust or changes to such plans, including, in particular, the Deferred Unit Incentive Plan, which is described under “Executive Compensation - Incentive Plan Awards”, including recommendations as to whom should receive grants of Deferred Units (including Trustees, Directors and consultants of the Trust), the terms of such grants, the overall level of outstanding Deferred Units and changes to the plan.

As a result of the Trust’s arrangements with DAM, and because the Trust has no employees or executive officers, the Trust Board does not have a standing committee overseeing governance, nomination and compensation processes. Instead, the Trust Board as a whole is responsible for these matters, to the extent applicable, including the granting of awards under the Deferred Unit Incentive Plan. If the DOT Amendments Resolution passes at the Meeting, the Trust Board will no longer be a fully independent board; however, it is a requirement that at least 75% of the Trust Board will be Independent Trustees; provided that if any time at least 75% of the Trustees are not “independent” because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of any Trustee who was an Independent Trustee, this requirement shall not be applicable for a period of 60 days thereafter, during which time the remaining Trustees shall appoint a sufficient number of Trustees who qualify as “independent” to comply with this requirement. The Trust Board believes that the presence of at least 75% of Independent Trustees, including the fact that the Chair of the Trust Board is an Independent Trustee, will continue to ensure an objective nomination process and an objective process for determining compensation is retained that will be aligned with the interests of the Unitholders. The Trust Board’s process is further described below.

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Governance

It is the responsibility of the Trust Board to assess from time to time the size and composition of the Trust Board and the committees of the Trust Board; to review the effectiveness of the Trust Board’s operations and its relations with DAM and Master GP; to organize an orientation program for new Trustees, including the creation of a “Trustee Orientation Binder” to provide a comprehensive understanding of both the underlying principles governing Dream Impact’s activities and the role of the Trust Board, and an education program that is expected to include regular industry briefings, presentations by industry experts and attendance at industry events to ensure that the Trustees maintain the skill and knowledge necessary to meet their obligations as Trustees; to assess on not less than an annual basis the performance of the Trust Board, the committees of the Trust Board and individual Trustees; to review from time to time the Trust’s statement of corporate governance practices; and to review and recommend on an annual basis the compensation for the Trustees.

The Trust Board reviews its performance, the committees of the Trust Board and the contribution of individual Trustees on an annual basis. The Trust Board has adopted a formal procedure for evaluating the performance of the Trust Board, the committees of the Trust Board and individual Trustees, consisting of surveys, private interviews by the Chair with each Trustee, and a report from the Chair to the full Trust Board.

The Trust Board is responsible for reviewing the credentials of proposed nominees for election or appointment to the Trust Board, and for identifying candidates for the Trust Board membership. To do this, the Trust Board regularly considers and meets with potential Trustee nominees to ensure outstanding candidates with the needed skills can be quickly identified to fill planned or unplanned vacancies. Candidates are assessed in relation to the criteria that is established by the Trust Board to ensure that the Trust Board has the appropriate mix of talent, quality, skills and other requirements necessary to promote sound governance and effectiveness of the Trust Board. Nominees for election as Trustees are proposed annually, or more frequently as the needs of the Trust Board may require.

The Trust Board reviews, at least once per year, the composition of the Trust Board and its committees to ensure that committee membership complies with the relevant governance guidelines, that the workload for its independent Trustees is balanced, and that committee positions are rotated as appropriate.

Compensation

The Trust Board is also responsible for reviewing and approving the compensation of Trustees and any officers of the Trust who are not employed by the Trust’s external asset manager (of which there currently are none).

Dream Impact’s senior management team consists of individuals employed by DAM. All compensation of these individuals, other than grants of Deferred Trust Units under the Deferred Unit Incentive Plan, is paid by Dream and decisions regarding the compensation of these individuals are made by Dream. The granting of Deferred Trust Units under the Deferred Unit Incentive Plan is the responsibility of the Trust Board. The Trust Board reviews and approves the terms upon which Trustees, the Chair of the Trust Board and the committee chairs are compensated (including the level and nature of such compensation) to ensure that such compensation adequately reflects the responsibilities they are assuming.

The Trust Board reviews and approves policies and processes with respect to compensation on an as-needed basis and assists in administering in respect of any incentive compensation and equity compensation plans of the Trust or changes to such plans, and in particular, the Deferred Unit Incentive Plan, which is described under “Executive Compensation – Incentive Plan Awards – Deferred Unit Incentive Plan”. The Trust Board determines as to whom should receive grants of Deferred Units (including Trustees, officers and consultants of the Trust and employees of its asset manager, DAM), the terms of such grants, the overall level of outstanding Deferred Units and changes to the plan.

Meetings of the Trust Board

The Trust Board meets at least once in each quarter, with additional meetings held to consider specific items of business or as otherwise deemed necessary. The Trust Board also meets annually to review the Trust’s annual investment plan and long-term strategy. In 2020, there were five regularly scheduled meetings and three additional Board meetings to review and approve specific strategic initiatives. Meeting frequency and agenda items may change depending on the opportunities or risks faced by the Trust.

Trustee Meetings without Management

Private sessions of the Trustees without DAM present are held after all Trust Board meetings, chaired by the Chair of the Trust Board, who reports back to DAM on any matters identified as requiring action by DAM. There were six such meetings in 2020. Private sessions of the Audit Committee of the Trust Board without DAM present are also

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held after all meetings of the Audit Committee of the Trust Board, chaired by the Chair of the Audit Committee of the Trust Board, who reports back to DAM on any matters requiring action by DAM.

Majority Voting Policy

The Trust has a majority voting policy, requiring that each Trustee nominee receive the support of a majority of the total number of votes cast by the Unitholders entitled to elect such Trustee nominee, failing which such Trustee shall submit his or her resignation to the Trust Board for consideration. See “Business of the Meeting - Election of Trustees” for further information on majority voting.

Advance Notice Regulation

The Trust has adopted an Advance Notice Regulation, requiring advance notice to the Trust for nominations of Trustees by Unitholders. The Advance Notice Regulation fixes a deadline by which holders of record of Units must submit Trustee nominations to the Trust prior to any annual or special meeting of Unitholders, and sets out the information that a nominating Unitholder must include in the notice to the Trust for that notice to be in proper written form in order for any nominee to be eligible for election at any annual or special meeting of Unitholders.

Diversity Policy

The Trust and Master GP have made a commitment to being leaders in diversity and inclusion at all levels of our organization. For Dream Impact, diversity includes gender identity, sexual orientation, disability, age, ethnicity, business experience, functional expertise, stakeholder expectations, culture and geography. The Trust Board and the GP Board have adopted a formal board diversity policy (the “ Diversity Policy ”) that memorializes Dream Impact’s belief in diversity and the benefits that diversity can bring to our organization.

Each of the Trust and Master GP seeks to maintain Boards comprised of talented and dedicated trustees or directors whose skills and backgrounds reflect the diverse nature of the business environment in which we operate. Accordingly, the composition of the Boards is intended to reflect a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women trustees and directors. Board diversity promotes the inclusion of different perspectives and ideas, and ensures that Dream Impact has the opportunity to benefit from all available talent. The promotion of diverse Boards makes prudent business sense, helps maintain a competitive advantage and makes for better corporate governance.

Each of the Trust and Master GP periodically assesses the skills, experience, knowledge and backgrounds of their Trustees and Directors in light of the needs of the Boards, including the extent to which the current composition of the applicable Board reflects a diverse mix of skills, experience, knowledge and backgrounds, including an appropriate number of women Trustees and Directors. Under the Diversity Policy, we have targeted Board compositions in which women comprise at least 30% of the Trustees or Directors. Based on our current nominees, we will have met this target as two of the four Trustee nominees standing for election at the Meeting, comprising 50% of the Trust Board, are women and three of the five members of the GP Board, comprising 60% of the GP Board, are women.

Dream Impact is committed to the advancement of women both on the Boards and within the organization as a whole and the Boards oversee Dream Impact’s commitment to being a leader in diversity and inclusion at all levels of the organization. Under the Diversity Policy, when identifying suitable candidates for appointment to the Boards, the Trust and Master GP consider candidates on merit against objective criteria having due regard to the benefits of diversity and the needs of the Boards. Any search firm engaged to assist the Boards or any committees thereof in identifying candidates for appointment to the Boards will be directed to include women candidates and women candidates will be identified from time to time by the Boards when considering potential nominees. In addition, the Boards periodically review with the Chief Executive Officer of Master GP the succession plans relating to the position of the Chief Executive Officer of Master GP and other senior positions on the Dream Impact management team to ensure that qualified personnel, reflecting a diverse population, will be available for succession to senior management positions.

Although the Trust and Master LP have not adopted a formal target for women in executive positions, diversity, and the representation of women in particular, plays a key role in our recruitment and succession planning processes. Both the Trust and our asset manager, DAM, have made a commitment to being a leader in diversity and inclusion at all levels of our organizations. When identifying suitable candidates for executive positions, the Trust and DAM consider candidates based on ability and merit measured against objective criteria having due regard to the benefits of diversity and the needs of the Trust. We endeavour to ensure that the candidate pool for any executive positions that become available in the Trust will include women and will reflect our commitment to diversity. As of April 23, 2021, one of the two Named Executive Officers is a woman, representing 50% of our Named Executive Officers.

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Each of the Trust Board and the GP Board reviews and assesses the effectiveness of the Diversity Policy regularly. Dream Impact has been very successful in integrating the values and objectives underlying the policy into our culture, as evidenced by the representation of women on the Dream Impact management team at DAM.

Independence of Trustees

The Declaration of Trust currently requires that all of the members of the Trust Board be “independent” within the meaning of such term in NI 58-101. Similarly, the Declaration of Trust requires that the Audit Committee of the Trust Board be comprised of entirely “independent” Trustees.

The Trustees recognize that there are qualified individuals with expertise and knowledge of the Trust and its business and the ability to meaningfully guide and contribute to the success of the Trust who may not be “independent” within the meaning of applicable securities laws. Such requirement, if maintained, would disqualify experienced and knowledgeable candidates from serving on the Trust Board.

At the Meeting, Unitholders will be asked to vote on the DOT Amendments Resolution. The Trustees propose to amend the Declaration of Trust to provide that at least 75% of the Trustees shall be at all times “independent” within the meaning of NI 58-101, which is in addition to the policy of the GP Board that at least a majority of its Directors should be “independent” Directors within the meaning of NI 58-101. This ensures that the Trust Board’s interests remain aligned with the interests of the Unitholders. See “Business of the Meeting – Amendments to Declaration of Trust”.

The Trust Board considers three of the four Trustee nominees standing for election at the Meeting, comprising 75% of the Trust Board, to be “independent” within the meaning of NI 58-101, including the Chair of the Trust Board. As the former Chief Financial Officer of the Trust, Ms. Alimchandani is not “independent” within the meaning of NI 58101.

Information on each of the four proposed nominee Trustees for election at the Meeting is set out under “Business of the Meeting – Election of Trustees”.

Areas of Interlocking Trusteeships

Board interlocks exist when two directors or trustees of one company sit on the board of another company. Committee interlocks exist when two trustees sit together on another board and are also members of the same board committee.

The Trust has a formal procedure in place regarding interlocking trusteeships. The Board conducts an annual evaluation of Trustee independence, which includes identifying and evaluating interlocking board and committee memberships among all Trustees, to ensure that there are no circumstances which would impact a Trustee’s ability to exercise independent judgment and that each Trustee has enough time to fulfill his or her commitments to the Trust. The Board determined that no interlocking board or committee membership existed that could be expected to impact the ability of interlocking Trustees to act independently from each other and to act in the Trust’s best interests.

As of April 23, 2021, no public board interlocks existed with respect to the Trustees. The Trust considers that the participation of certain Trustees on the GP Board is an essential part of their role and does not represent any conflict with their role as a Trustee of the Trust.

Trustee Orientation and Education

New Trustee Orientation

The Trust Board has adopted a “New Trustee Orientation” program developed to ensure that new Trustees elected to the Trust Board have a general understanding of both the activities of Dream Impact and the roles and responsibilities of the Trust Board and its committees.

The program is divided into two stages:

Period prior to election to the Trust Board: Trustee candidates, prior to being presented for election to the Trust Board, are interviewed by the Chair of the Board, the Chair of the GP Board and the Chief Executive Officer of Master GP. During the interview, the Chief Executive Officer, the Chair of the Trust Board and the Chair of the GP Board describe the organization of the Trust Board and its committees and their functions. At this meeting, Trustee candidates are given an opportunity to ask questions on the role of the Trust Board and its committees. Subsequent to being nominated to the Trust Board, new Trustee nominees are encouraged to sit in on the Trust Board and the relevant committee meetings to gain an understanding of the materials presented and discussed. This provides new Trustee nominees with insights into the role and dynamics of the Trust Board, committees and the Trustees.

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Period following election to the Trust Board : Once elected to the Trust Board, management of Dream Impact supplies new Trustees with a “Trustee Orientation Binder” to provide a comprehensive understanding of both the underlying principles governing Dream Impact’s activities as well as the role of the Trust Board and its committees. The binder includes documents such as the Trust’s most recent annual information form, Declaration of Trust, most recent management information circular, mandate of the Trust Board, committee charters, position descriptions, the Code of Conduct and the Disclosure Policy.

Management of DAM provides new Trustees with industry research reports on the Trust for the recent quarter and year-end. These reports provide new Trustees with an understanding of the Trust’s market position from the perspective of public company analysts.

Prior to attending his or her first Board meeting, each new Trustee attends an orientation meeting with Master GP’s Chief Executive Officer and/or Chief Financial Officer as well as the General Counsel. The Chief Executive Officer and/or Chief Financial Officer provide an overview of Dream Impact’s strategy, assets, and financial performance. The General Counsel provides an overview of the various policies governing the Trust, Master LP and Master GP and reviews the trustees’ and officers’ liability insurance, organizational charts and committee work plans. This meeting provides new Trustees with an opportunity to ask any questions they may have on the nature and operations of Dream Impact’s activities.

Management of DAM provides new Trustees with copies of minutes of each of the previous four Trust Board meetings and minutes from the most recent meetings of the committee(s) of which they are a member. New Trustees are also given an opportunity, outside of Trust Board and committee meetings, to better acquaint themselves with other Trustees on an informal basis.

Continuing Trustee Education

The following activities are performed by Dream Impact to ensure that Trustees maintain the knowledge necessary to meet their obligations as a Trustee:

Regular Briefings

At each quarterly Trust Board meeting, management of DAM makes a presentation to the Trust Board providing a comprehensive explanation of Dream Impact’s financial performance, anticipated future financial results and market trends.
To inform and educate the Trustees on the operations of Dream Impact, members of management of DAM make presentations to the Trust Board on operational strategy and initiatives and Dream Impact’s performance relative to its peers.
Each Trust Board and committee has a standing agenda for each regularly scheduled meeting. The agenda includes ongoing education on topics affecting Dream Impact including changes to accounting standards, the insurance environment and environmental regulations.
The Trust Board is provided periodic reviews of best practices in governance and current and anticipated trends in governance disclosure, regulatory reporting and requirements.
Management periodically provides Trustees with industry research reports to gain an understanding of how the Trust is perceived and ranked by public company analysts.

Internal Training

Periodically at Board meetings, management arranges for an industry or related professional to present to the Board on a topic that is relevant to Dream Impact.

Industry Events

The Trust funds the attendance by each Trustee for educational courses, seminars, conferences or in-house training relevant to the Trust.
Trustees are provided with links to webcasts or seminars facilitated by industry professionals on various topics relevant to boards.

Dream Impact provides regular continuing education for Trustees. Time is set aside at all regularly scheduled Trust Board meetings for presentations on different areas of Dream Impact’s activities, led by representatives of DAM responsible for or familiar with these operations. In addition, presentations on new developments and trends in corporate governance and trustee fiduciary duties are provided as appropriate. Guest speakers have made presentations

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to the Trustees on various topics from time to time and will continue to do so. Site visits are held periodically to provide an opportunity for Trustees to learn about Dream Impact’s significant properties and its operations. Trustees are encouraged to suggest topics for discussion or special presentations at regularly scheduled Trust Board meetings and the annual Trust Board strategy session. Trustee dinners are held prior to or immediately following certain regularly scheduled Trust Board meetings with senior management of DAM and Master GP present, providing an opportunity for informal discussion and trustee and management presentations on selected topics of interest.

Trust Board Renewal

The Trust does not have a mandatory age for the retirement of Trustees and there are no term limits. While age and term limits can be a way to effect change on boards, we believe they are blunt instruments that can have unintended consequences. The Trust feels that the long-term impact of age and term limits restricts experienced and potentially valuable Trust Board members from service through arbitrary means. Further, the Trust believes that age limits unfairly imply that older Trustees cannot contribute to oversight of the Trust. A Trustee’s experience can be valuable to Unitholders because Trustees navigate complex and critical issues when serving on the Trust Board. That being said, the Trust believes that the composition and renewal of the Trust Board are vital processes that demand rigour and analysis and we have built the Trust Board renewal processes around the concept of performance evaluation and management. With this in mind, Dream Impact has implemented a board review process in which the Trust Board reviews its composition on a regular basis in relation to approved trustee criteria and skill requirements, together with the results of the Trust Board evaluation process, and considers changes as appropriate to renew the Trust Board. Further details on the Trust Board, committee and Trustee evaluation processes are described under “Statement of Corporate Governance Practices – Board, Committee and Trustee Evaluation”.

Dream Impact believes that this approach ensures fresh perspectives, ideas and business strategies are brought to the boardroom, while not adversely affecting Unitholders’ ability to benefit from the experience of our Trustees based solely on age or term. The Chair of the Trust Board leads the effort to identify and recruit candidates to join the Trust Board in current and future years, with a focus on enhancing the Trust Board’s diversity.

Trustee Expectations

The Trust Board has adopted a Charter of Expectations for Trustees, which sets out Dream Impact’s expectations in regard to personal and professional competencies, Unit ownership, meeting attendance, conflicts of interest, changes of circumstance and resignation events. Trustees are expected to identify in advance any potential conflict of interest regarding a matter coming before the Trust Board or its committees, bring these to the attention of the Trust Board or committee chair and refrain from voting on such matters. Trustees are also expected to submit their resignations to the Chair of the Board if they become unable to attend at least 75% of the Trust Board’s regularly scheduled meetings (unless the Trust Board determines that there were extenuating circumstances respecting the Trustee’s absence), or if they become involved in a legal dispute, regulatory or similar proceedings, take on new responsibilities or experience other changes in personal or professional circumstances that could adversely impact Dream Impact or their ability to serve as trustee. This Charter of Expectations for Trustees is reviewed annually and a copy is posted on Dream Impact’s website at www.dreamimpacttrust.ca. Further information on Trustee Unit ownership requirements is set out under “Trustee and Director Compensation – Trustee and Director Unit Ownership Guidelines and Anti-Hedging Requirements”.

Asset Management

DAM acts as the Trust’s and Master LP’s asset manager pursuant to the Management Agreement. The Management Agreement provides for a broad range of asset management advisory services to be provided to the Trust, Master LP and its subsidiaries.

In April 2019, the Trust entered into the Letter Agreement, providing that for the period from April 1, 2019 to December 31, 2020 the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units, valued at $8.74 per Unit for purposes of determining the number of Units to be issued. The issuance of Units pursuant to the Letter Agreement received TSX and Unitholder approval in June 2019.

On April 15, 2021, the Trust entered into the Second Letter Agreement, providing that for the period from January 1, 2021 to December 31, 2023 the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units, valued at the most recent year-end net asset value per Unit as determined and reported by the Trust for purposes of determining the number of Units to be issued, subject to receipt of TSX approval and Unitholder approval at the Meeting. If the Fee Proposal Resolution is approved at the Meeting, the first issuance of Units in accordance with the Second Letter Agreement shall be in respect of the quarter ended March 31, 2021, valued at the current net asset value per Unit reported by the Trust of $8.99. At the Meeting, Unitholders are being

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asked to consider and vote on the Fee Proposal Resolution authorizing the issuance and delivery of up to an aggregate of 5,000,000 Units to DAM, as contemplated by the Second Letter Agreement. For further information, please see the disclosure under the heading “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”.

Under the Management Agreement, DAM also currently charges the Trust acquisition/origination fees, including an acquisition fee equal to 1.00% of the gross cost of any asset acquired or originated by Master LP or any subsidiary. In connection with the entering into the Second Letter Agreement, the Trust and DAM also amended the Management Agreement to limit such acquisition fee to the Trust’s proportionate share of the gross cost of the asset at the time of acquisition. The Management Agreement, as amended, provides that, with respect to the calculation of the acquisition/origination fee payable to the Trust, in connection with the acquisition of an asset that will be a development or redevelopment project for Master LP or any subsidiary of Master LP for which DAM or its subsidiaries earns a development management fee, any amounts invested in such asset following the acquisition would not be included in the gross cost of such asset.

For a description of the Management Agreement and the Letter Agreement, please see the disclosure under the heading “Management and Advisory Services and Co-Developments – Management Agreement” of our 2020 Annual Information Form, which disclosure is incorporated by reference in this Circular. The 2020 Annual Information Form has been filed and is available under our profile on SEDAR at www.sedar.com. You may also obtain a copy of the 2020 Annual Information Form free of charge upon request to the Corporate Secretary of DAM at 30 Adelaide Street East, Suite 301, Toronto, Ontario M5C 3H1 (telephone: 416-365-3535 or email: [email protected]).

Committees of the Trust Board

The Trust Board believes that committees assist in the effective functioning of the Board and help ensure that the views of independent Trustees are effectively represented. Special committees may be formed from time to time as required to review particular matters or transactions. The Trust Board currently has one standing committee, the Audit Committee of the Trust Board.

Audit Committee

The responsibilities of the Audit Committee of the Trust Board are set out in a written charter, which is reviewed and approved annually by the Trust Board. This charter and the position description of its committee chair can be found on the Trust’s website at www.dreamimpacttrust.ca. It is the Trust Board’s policy that all members of the Audit Committee of the Trust Board must be considered to be “independent”, as described above. The members of the Audit Committee are selected by the Trust Board.

While the Trust Board retains overall responsibility for corporate governance matters, the Audit Committee of the Trust Board has specific responsibilities for certain aspects of corporate governance, in addition to their other responsibilities as described below.

The Audit Committee is responsible for monitoring the Trust’s systems and procedures for financial reporting and internal controls and the performance of the Trust’s external auditors. It is responsible for reviewing certain public disclosure documents prior to their approval by the Trust Board and release to the public including, among others, the Trust’s quarterly and annual financial statements and management’s discussion and analysis. The Audit Committee is also responsible for recommending to the Trust Board the firm of chartered professional accountants to be nominated for appointment as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor. The Audit Committee meets regularly in private session with the Trust’s external auditors and internal audit function, without management present, to discuss and review specific issues as appropriate. The Audit Committee met four times in 2020.

Applicable law and the Declaration of Trust requires the Trust Board to have an audit committee consisting of at least three trustees, each of whom must be independent (as determined under NI 52-110) and “financially literate”. The Audit Committee is comprised of the following three Trustees: Amar Bhalla, Karine MacIndoe (Chair) and Michael Tsourounis, each of whom is an Independent Trustee. The Trust Board has determined that each of the members of the Audit Committee of the Trust Board is independent and “financially literate” within the meaning of NI 52-110.

For more information about the Audit Committee of the Trust Board as required by Part 5 of NI 52-110, see the “Audit Committee of the Trust Board” section of our 2020 Annual Information Form which is available on SEDAR at www.sedar.com and on our website at www.dreamimpacttrust.ca.

Reporting

To enhance disclosure of its responsibilities and activities, the Chair of the Audit Committee of the Trust Board provides a report to the Trust Board each quarter. Additionally, on an annual basis the Audit Committee of the Trust

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Board provides a report to Unitholders highlighting its achievements during the prior year, which is included in this Circular.

Board, Committee and Trustee Evaluation

The Trust Board believes that a regular and formal process of evaluation improves the performance of the Board as a whole, its committees and individual Trustees. Each year, a survey is sent to Independent Trustees regarding the effectiveness of the Trust Board and its committees, inviting comments and suggestions on areas for improvement. The results of this survey are reviewed by the Chair, who makes recommendations to the Trust Board as required. The Chair of the Trust Board holds private interviews with each Trustee annually to discuss the operations of the Trust Board and its committees and to provide any feedback on the individual Trustee’s contributions. The Chair of the Trust Board reports on these interviews to the Trust Board as a basis for recommending the Trustees to be nominated for election at the next annual meeting of Unitholders.

The Trust Board periodically reviews the competencies, skills and personal qualities of the Trustees and considers what competencies and skills the Trust Board, as a whole, should possess. The Trust Board believes that its current Trustees, and the nominees for election at the Meeting, generally comprise an appropriate mix of individuals offering a breadth and depth of skills and experience, including:

Pauline Alimchandani Amar Bhalla	Karine MacIndoe Michael Tsourounis
Real Estate √ √	√ √
Financial Services √	√ √
Financially Literate √ √	√ √
Accounting √ √	√
Corporate Finance and Capital Markets √ √	√ √
Business Leadership √ √	√ √
Board and Governance √ √	√
Strategic Insight/Leading Growth √ √	√ √
Legal
Diverse Perspective √ √	√
Community Involvement √	√

Board and Management Responsibilities

Position Descriptions

There is a formal separation of the positions of Chair of the Trust Board and Chief Executive Officer of Master GP, which are currently held by Amar Bhalla and Michael Cooper, respectively. The Trust Board has adopted written position descriptions for the Chair of the Trust Board which is summarized below, as well as position descriptions for the Chair of each of the committees of the Trust Board. These position descriptions are reviewed regularly by the Trust Board and posted on Dream Impact’s website at www.dreamimpacttrust.ca. The Trust has no officers or employees. The services of senior executives, including the Named Executive Officers, are provided to the Trust and Master LP by DAM, the Trust’s and Master LP’s asset manager, pursuant to and in accordance with the terms of the Management Agreement. Accordingly, the Trust has not adopted a written position description for the Chief Executive Officer. For a description of the Management Agreement, please see the disclosure under the heading “Management and Advisory Services and Co-Developments – Management Agreement” of our 2020 Annual Information Form which disclosure is incorporated by reference in this Circular.

Chair of the Board

The Chair of the Trust Board manages the business of the Trust Board and ensures that the functions identified in its mandate are being carried out effectively by the Trust Board and its committees. In addition, the Chair of the Trust Board is responsible for the following functions: ensuring Trustees receive the information required to perform their

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duties; ensuring an appropriate committee structure and making initial recommendations for committee appointments; ensuring that an appropriate system is in place to evaluate the performance of the Trust Board as a whole, its committees and individual Trustees; and working with DAM to monitor progress on strategic planning, policy implementation and succession planning. The Chair of the Trust Board also presides over private sessions of the Independent Trustees and is responsible for ensuring that matters raised during these meetings are reviewed with management and acted upon in a timely fashion.

Committee Chairs

The Trust Board adopted general position descriptions for the committee Chairs. To fulfill his or her responsibilities and duties, the Chair for each committee shall: facilitate the effective operation and management of, and provide leadership to, the committee; chair meetings of the committee; set the agenda for each meeting of the committee and otherwise bring forward matters for consideration within the charter of the committee; facilitate the committee’s interaction with DAM, the Trust Board and other committees of the Trust Board; act as a resource and mentor for other members of the committee; report to the Trust Board on matters considered by the committee, its activities and compliance with the committee’s charter; and perform such other duties and responsibilities as may be delegated to the Chair by the committee from time to time.

DAM’s Relationship to the Board

DAM provides the services of certain employees of DAM who provide any required services to the Trust pursuant to the terms of the Management Agreement. The responsibility of management of the Trust includes safeguarding the Trust’s assets and long-term value creation.

DAM reports to and is accountable to the Trust Board. At its meetings, the Trust Board regularly engages in a private session with DAM’s senior executive officers. The Trust Board also meets independently of DAM at the conclusion of every Trust Board meeting, under the leadership of the Chair of the Trust Board.

DAM Accountability

The Trust Board believes in the importance of developing annual investment plans to ensure the compatibility of Unitholder, Trust Board, GP Board and DAM’s views on Dream Impact’s strategic direction and performance targets, and the effective utilization of Unitholder capital. A meeting of the Trust Board and the GP Board is held each year which is dedicated to reviewing the strategic initiatives and annual investment plan submitted by DAM. The Trust Board’s approval of the annual investment plan provides a mandate for DAM to conduct the affairs of Dream Impact within the terms of the plan and the Management Agreement, knowing it has the necessary Trust Board support. Material deviations from the annual investment plan are reported to and considered by the Trust Board.

Board and Committee Information

The information provided by DAM to the Trustees is considered to be critical to Trustee effectiveness. In addition to the reports presented to the Trust Board and the Audit Committee of the Trust Board at regularly scheduled and special meetings, the Trustees are also kept informed on a timely basis by DAM of corporate developments and key decisions taken by DAM in pursuing the Trust’s strategic plan and the attainment of its objectives. The Trustees annually evaluate the quality, completeness and timeliness of information provided by DAM to the Trust Board.

Board of Trustees Access to Outside Advisors

The Trust Board may at any time retain outside financial, legal or other advisors at the expense of the Trust and has the authority to determine the advisors’ fees and other retention terms. Each committee of the Trust Board may retain outside advisors, at the expense of the Trust, without the Trust Board’s approval, at any time.

Succession Planning

The mandate of the Trust Board provides that the Trustees are responsible for overseeing succession planning including appointing, training and monitoring senior management. The Trust Board reviews and discusses succession planning issues for the senior executives of Master GP and the Trust’s senior management team at DAM with the Chief Executive Officer of Master GP on a regular basis. Discussions include prospects for high performing executives, replacement scenarios for unexpected events and cross-training and development opportunities for the executive team.

Communication and Disclosure Policies

The Trust has adopted a Disclosure Policy which summarizes its policies and practices regarding disclosure of material information to investors, analysts and the media. The purpose of this policy is to ensure that the Trust’s communications with the investment community are timely, factual and accurate, and broadly disseminated in

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accordance with all applicable legal and regulatory requirements. This Disclosure Policy is reviewed annually by the Trust Board and posted on the Trust’s website at www.dreamimpacttrust.ca.

The Trust endeavours to keep its Unitholders informed of its progress through a comprehensive annual report, quarterly interim reports and periodic news releases. It also maintains a website that provides summary information on the Trust and ready access to its published reports, news releases, statutory filings and supplementary information provided to analysts and investors. The Trustees meet with Unitholders at the annual meeting of Unitholders, in person and virtually, and are available to respond to questions at that time. Unitholders who wish to contact the Chair of the Trust Board or other Trustees can do so directly or through the Corporate Secretary of DAM by phone at 416-3653535 or by email at [email protected].

DAM provides an investor relations program on behalf of the Trust to respond to inquiries in a timely manner. Management of DAM meets on a regular basis with investors and investment analysts and hosts periodic conference calls and web casts to discuss the Trust’s financial results, with a copy of the web cast posted on the Trust’s website for 90 days. The Trust also endeavours to ensure that the media are kept informed of developments on a timely basis and have an opportunity to meet and discuss these developments with the Trust’s designated spokespersons.

Code of Conduct

All of the Trust’s activities are conducted with the highest standards of honesty and integrity and in compliance with all legal and regulatory requirements. The Trust Board annually reviews and approves the Code of Conduct for the Trustees and other representatives of the Trust to reflect evolving standards and practices. The Code of Conduct formally sets out guidelines for behaviour and practices and requires all Trustees and other representatives of the Trust to indicate in writing their familiarity with the Code of Conduct and their agreement to comply with it. The Code of Conduct is given to all Trustees and other representatives of the Trust when they join the Trust.

The Trust promotes a culture of ethical business conduct compliance with the Code of Conduct that is monitored by the Trust Board.

The Code of Conduct is posted on the Trust’s website at www.dreamimpacttrust.ca.

Whistleblower Policy

The Trust has also adopted the Whistleblower Policy that allows officers and employees of DAM, to bring forward, on a confidential and anonymous (if desired) basis, concerns or complaints regarding potential unethical or fraudulent business practices or any activity that could give rise to a financial concern.

The Trust Board believes that providing forums for such officers and employees to raise concerns about ethical conduct and treating all complaints with the appropriate level of seriousness fosters a culture of ethical conduct within the Trust, Master LP and its subsidiaries.

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Report of the Audit Committee of the Trust Board

CHARTER

The Audit Committee of the Trust Board Charter is available at www.dreamimpacttrust.ca

The Audit Committee of the Trust Board oversees the Trust’s financial reporting and disclosure and compliance with applicable laws and regulations.

The following is a summary of the Audit Committee of the Trust Board’s work for 2020, in accordance with its charter:

Financial Reporting

Reviewed the annual and interim financial statements, significant estimates contained therein, external auditor’s reports, management’s discussion and analysis, financial news releases and officer certifications
Reviewed the appropriateness of and changes to accounting policies and practices
Received a report outlining the effectiveness of disclosure controls and procedures and internal controls over financial reporting

External Auditor

Recommended the firm of chartered professional accountants to be nominated for appointment as the external auditor by the Trust’s Unitholders
Evaluated the external auditor’s performance
Reviewed and approved proposed external audit engagement and fees for the year
Monitored the independence of and received the external auditor’s report on its independence including disclosure of all engagements and associated fees for non-audit services for the Trust
Reviewed and approved the Trust’s policy on hiring current and former partners and employees from the external auditor
Reviewed the planned scope of the audit, audit plan, the areas of special emphasis and the materiality levels proposed to be employed
Reviewed the results of the audit and discussed the external auditor’s opinion on the Trust’s accounting controls and the quality of its financial reporting
Reviewed and approved non-audit services provided by the external auditor
Monitored the quality and effectiveness of the relationship among the external auditor, management and the Audit Committee of the Trust Board
Reviewed reports from the external auditor to management on internal control issues identified in the course of its audit and attestation activities
Required the external auditor to report directly to the Audit Committee of the Trust Board

Financial Literacy of Audit Committee of the Trust Board Members

Assessed the financial literacy of each Audit Committee member

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Other Duties and Responsibilities

Reviewed the Charter of the Audit Committee of the Trust Board and Whistleblower Policy
Reviewed the Audit Committee of the Trust Board’s annual work program
Oversaw administration of the Whistleblower Policy
Reviewed and approved the Report of the Audit Committee included in the 2020 management information circular
Monitored the effectiveness of the Trust’s disclosure controls and internal controls
Monitored improvements made in internal controls and testing and met with controls testing team in connection therewith
Monitored the quality of the asset manager’s finance function in relation to the Trust and its alignment with the scale and breadth of the Trust’s business
Monitored non-compliance with the Code of Conduct
Reviewed material tax policies and tax planning initiatives, tax payments and reporting and tax audit and assessment matters
Met with control testing team and received report on internal controls over financial reporting
Met privately after every meeting, and met privately with the external auditor and with management after every meeting at which those individuals participated

Amar Bhalla, Karine MacIndoe (Chair) and Michael Tsourounis

MEMBERSHIP Amar Bhalla, Karine MacIndoe (Chair) and Michael Tsourounis FINANCIAL LITERACY All members are “financially literate” within the meaning of NI 52-110 INDEPENDENCE All members are “independent” within the meaning of NI 52-110 AUDITOR’S FEES See “Business of the Meeting – Appointment of Auditor – Auditors’ Fees” for a description of the fees that PricewaterhouseCoopers LLP received for services for the year ended December 31, 2020

MEETING FREQUENCY The Audit Committee met four times in 2020. In addition, the Chair of the Audit Committee of the Trust Board met regularly with the external auditor and DAM MORE INFORMATION For more information about the Audit Committee of the Trust Board as required by NI 52-110, see the “Audit Committee of the Trust Board” section of our 2020 Annual Information Form which is available on SEDAR at www.sedar.com and on our website at www.dreamimpacttrust.ca APPROVAL This report has been adopted and approved by the members of the Audit Committee of the Trust Board: Amar Bhalla, Karine MacIndoe (Chair) and Michael Tsourounis

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Tenure of Trust Board

The following table sets out the tenure of the nominees to the Trust Board:

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4
3
2
1
0
0 1 2 3
Number of Years as a Board Member
Number of Board Members
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One of our Trustees has served as a member of the Trust Board since our annual general meeting on May 8, 2017. One of our Trustees has served as a member of the Trust Board since our annual general meeting on May 17, 2018. One of our Trustees has served as a member of the Trust Board since our annual general meeting on June 17, 2019. One of our Trustees has served as a member of the Trust Board since October 13, 2020.

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GP Board

Overview

The Directors of Master GP oversee the management of the Trust’s operating assets, which are held through Master LP. DAM is the sole shareholder of Master GP.

The Directors of Master GP who are appointed annually by DAM, the sole shareholder of Master GP, and such Directors will hold office for a term expiring at the close of the subsequent annual meeting following appointment or re-appointment, as applicable, or until their respective successors are appointed.

The GP Board believes that sound governance practices are essential to achieve the best long-term interests of Master LP, and, accordingly, the best long-term interests of the Trust and its Unitholders. The GP Board encourages prudent corporate governance practices designed to promote the long-term well-being and ongoing development of Master LP.

Master LP’s corporate governance practices are reviewed regularly to ensure that they are appropriate and in keeping with current best practices. The Governance, Compensation and Environmental Committee of the GP Board regularly reviews existing policies of the GP Board, the mandate of the GP Board, and the applicable committee charters and current pronouncements on recommended “best practices” for corporate governance.

The GP Board believes that Master LP’s corporate governance policies and practice are comprehensive and consistent with the applicable guidelines for corporate governance adopted by Canadian securities administrators and the TSX.

The GP Board must consist of a minimum of one and a maximum of ten directors, at least 25% of whom must be resident Canadians.

Directors of GP Board

Each of Pauline Alimchandani, Amar Bhalla and Karine MacIndoe, nominee Trustees for the Trust, also currently serves as a Director of the GP Board, and DAM, the sole shareholder of Master GP, intends to reappoint such nominee Trustees of the Trust, if elected as Trustees, as Directors of Master GP. Please see above under “Business of the Meeting – Election of Trustees” for the biographies of such Trustees who are standing for election as Trustees at the Meeting. In addition to the three nominee Trustees who will also be appointed as Directors, the following tables and notes thereto set out certain information as at April 23, 2021 (unless otherwise indicated) with respect to the other Directors who will be appointed by DAM to serve as Directors for the following year.

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Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.	Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.	Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.	Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.	Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.	Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.	Mr. Michael J. Cooper is the President and Chief Responsible Officer of Dream, and founder of DAM. He is also the Chair and Chief Executive Officer of Dream Office REIT. He has an extensive track record in the real estate industry dating back to 1986. He helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Under his leadership, the business has grown to approximately $10 billion of commercial real estate and residential development assets under management; in addition, Dream has also completed in excess of $35 billion of transactions. Among his accomplishments, Mr. Cooper is responsible for the formation of two TSX-listed real estate investment trusts: Dream Office REIT and Dream Industrial REIT and the formation of Dream Impact Trust, the first publicly traded impact fund. Mr. Cooper was also involved in the formation of Dream Global REIT, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. He earned a Bachelor of Laws degree from the University of Western Ontario and a Master of Business Administration from York University. Mr. Cooper currently sits on the board of directors of Dream, Dream Office REIT, Dream Industrial REIT and E-L Financial Corporation Limited.
Key Areas of Expertise/Experience
• Strategic Insight/Leading Growth • Real Estate • Corporate Finance and Capital Markets • Business Leadership • Financially Literate • Board and Governance • Legal • CommunityInvolvement
Other Public Company Directorships
• E-L Financial Corporation Limited • Dream and the other Dream REITs
GP Board/Committee Membership				Attendance
GP Board				8 of 8		100%
Equity Ownership of the Trust
				Minimum Ownership
Year	Units(2)	Deferred Units	Total Amount(1)	Over 3 years	Target as at December 31, 2020	Meets Requirements
As at December 31, 2020	17,290,029	53,925	$104,584,043	3 x base salary	$142,380	Yes – over 10 times 3 year target

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Joanne Ferstman Residency: Toronto, Ontario, Canada Director Since: July 8, 2014 Independent	Ms. Joanne Ferstman is a corporate director. Over an 18 year period and until her retirement in June 2012, Ms. Ferstman held a variety of executive positions with the Dundee Group of Companies. Most recently, Ms. Ferstman was the President and Chief Executive Officer of Dundee Capital Markets Inc., a full service investment dealer with principal businesses including investment banking, institutional sales and trading and private client financial advisory. Prior to January 31, 2011, Ms. Ferstman was Vice-Chair and Head of Capital Markets of DundeeWealth Inc., a diversified wealth management company. Prior to 2009, Ms. Ferstman was Executive Vice President and Chief Financial Officer of Dundee Wealth Inc. and Executive Vice President, Chief Financial Officer and Corporate Secretary of Dundee Corporation. In these senior financial roles, Ms. Ferstman was actively involved in all corporate strategy, including acquisitions and financings, and was responsible for all public financial reporting. In addition, Ms. Ferstman regularly represented Dundee Corporation on investee company boards and audit committees across various sectors. Prior to joining the Dundee Group of Companies, Ms. Ferstman spent four years as Chief Financial Officer for a national securities firm and five years at a major international accounting firm. Ms. Ferstman earned a Bachelor of Commerce and a Graduate degree in Public Accountancy from McGill University and is a Chartered Professional Accountant. Ms. Ferstman also sits on the board of directors of Dream Unlimited Corp.
	Key Areas of Expertise/Experience
	• Strategic Insight/Leading Growth • Real Estate • Board and Governance • Corporate Finance and Capital Markets • Business Leadership • Financially Literate • Financial Services • Accounting and Financial Reporting • Diverse Perspective • CommunityInvolvement
	Other Public Company Directorships
	• ATS Automation Tooling System Inc. • Cogeco Communications Inc. • Dream Unlimited Corp. • Osisko Development Corp. • Osisko Gold Royalties Ltd.
	GP Board/Committee Membership Attendance
	GP Board Audit Committee of the GP Board Governance, Compensation and Environmental Committee of the GP Board (Chair)(3)				8 of 8 4 of 4 N/A		100% 100% N/A
	Equity Ownership of the Trust
					Minimum Ownership
	Year	Units	Deferred Units	Total Amount(1)	Over 5 years	Target as at December 31, 2020	Meets Requirements
	As at December 31, 2020	Nil	114,229	$688,801	3 x retainer	$275,020	Yes – over 100% of 5 year target

Notes:

(1) The Total Amount with regard to Units and Deferred Units is determined by multiplying the number of Units and Deferred Units held by each Director as at December 31, 2020, by the closing price of the Units on the TSX on December 31, 2020.

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(2) Includes 460,001 Units beneficially owned directly or indirectly by Mr. Cooper, as well as 16,830,028 Units beneficially owned or over which control or direction is exercised by DAM, being approximately 100% of the aggregate number of Units beneficially owned or over which control or direction is exercised by DAM. Sweet Dream Corp., a corporation controlled by Mr. Cooper, owns shares of DAM representing approximately 100% of the issued and outstanding equity and voting shares of DAM.
(3) Ms. Ferstman was appointed as a member and Chair of the Governance, Compensation and Environmental Committee of the GP Board on October 14, 2020.

Mandate of GP Board

The GP Board oversees the management of the affairs of Master LP, directly and through two existing standing committees, the Audit Committee and the Governance, Compensation and Environmental Committee. The responsibilities of the GP Board and each of its committees are set out in written mandates or charters, which are reviewed and approved annually. The mandate of the GP Board is set out in full in Appendix C. The committee charters for committees of the GP Board as well as the mandate of the GP Board are posted on the Trust’s website at www.dreamimpacttrust.ca.

In fulfilling its mandate, the GP Board is, among other things, responsible for the following:

(a) overseeing Master LP’s overall long-term strategic-planning process and reviewing and approving the annual investment plan presented to the GP Board by DAM;
(b) assessing the principal risks of the investments being made by Master LP and reviewing, approving and monitoring the systems in place to manage these risks;
(c) reviewing major strategic initiatives to determine whether DAM’s proposed actions accord with long-term goals of Master LP;
(d) overseeing Master LP’s relationship with DAM and reviewing matters relating to senior management and succession planning;
(e) assessing performance against approved investment plans;
(f) reviewing and approving reports issued to the Trust, including annual and interim financial statements;
(g) promoting effective governance of Master LP; and
(h) safeguarding Master LP’s equity interests through the optimum utilization of Master LP’s capital resources, including through approving issuances of debt and equity securities and setting an appropriate distribution policy.

Meetings of the GP Board

The GP Board meets at least once in each quarter, with additional meetings held to consider specific items of business or as otherwise deemed necessary. The GP Board also meets annually to review Master LP’s annual investment plan and long-term strategy. In 2020, there were five regularly scheduled meetings and three special meetings. Meeting frequency and agenda items may change depending on the opportunities or risks faced by Master LP.

Director Meetings without Management or DAM

Private sessions of the Independent Directors are held after all meetings of the GP Board, chaired by the Chair of the GP Board, who reports back to DAM on any matters requiring action by DAM. There were six such meetings in 2020. Private sessions of the committees without management of Master GP or DAM present are also held after all committee meetings, chaired by the respective committee chair, who reports back to DAM on any matters requiring action by DAM.

Diversity Policy

Dream Impact has made a commitment to being a leader in diversity and inclusion at all levels of our organization. The Board adopted our Diversity Policy, that memorializes Dream Impact’s belief in diversity and the benefits that diversity can bring to our organization. See above under the heading “Trust Board – Diversity Policy” for descriptions of such Diversity Policy.

Independence of Directors

The GP Board has a policy that at least a majority of its Directors should be “independent” Directors within the meaning of NI 58-101 in order to ensure that the GP Board’s interests are aligned with the interests of the Trust and the Unitholders. Similarly, the committees of the GP Board are comprised entirely of Independent Directors.

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The following table describes the independence status of the Directors to be appointed by DAM immediately following the Meeting:

Directors	Independent	Management / Non-Independent	Reason for Management Status
Pauline Alimchandani		x	Pauline Alimchandani was the Executive Vice President and Chief Financial Officer of Dream and Master GP from 2013 until April 9, 2020
Amar Bhalla	x
Michael Cooper		x	Michael Cooper is the President and Chief Responsible Officer of Dream and DAM and the Chief Executive Officer of Master GP
Joanne Ferstman	x
Karine MacIndoe	x

Master GP surveys its Directors annually to obtain information necessary to make a determination regarding their independence. Following a review of this information, the Governance, Compensation and Environmental Committee recommends to the GP Board a specific determination regarding the Directors considered to be independent.

However, if at any time a majority of the Directors are not “independent” because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of any Director who was an Independent Director, this requirement shall not be applicable for a period of 60 days thereafter, during which time DAM, the sole shareholder of Master GP, shall appoint a sufficient number of Directors who qualify as “independent” to comply with this requirement.

The GP Board considers that three of the five Directors appointed for the ensuing year, comprising 60% of the GP Board, are “independent” within the meaning of NI 58-101. The Chair of the GP Board is one of the three Independent Directors.

Information on each of the five Directors appointed for the ensuing year is set out under “GP Board – Directors of GP Board.”

Director Orientation and Education

The Governance, Compensation and Environmental Committee of the GP Board is responsible for the oversight of new Director orientation and continuing Director education. The Governance, Compensation and Environmental Committee of the GP Board has adopted the orientation programs for new Directors and continuing education programs for Directors that are substantially the same as the new Trustee orientation programs and Trustee continuing education programs adopted by the Trust. See above under the heading “Trustee Orientation and Education”.

GP Board Renewal

Similar to the Trust, Master GP does not have a mandatory age for the retirement of Directors and there are no term limits. Like the Trust, Master GP believes that the composition and renewal of the GP Board are vital processes that demand rigour and analysis and we have built the GP Board renewal processes around the concept of performance evaluation and management. With this in mind, Master GP has implemented a board review process in which the Governance, Compensation and Environmental Committee reviews the composition of the GP Board on a regular basis in relation to approved director criteria and skill requirements, together with the results of the board evaluation process, and recommends changes as appropriate to renew the GP Board. Further details on the GP Board, committee and Director evaluation processes are described under “Statement of Corporate Governance Practices”. See also the discussion relating to the Trust’s Board renewal processes above under the heading “Trust Board – Trust Board Renewal” for descriptions of such policies.

Director Expectations

The GP Board has adopted a Charter of Expectations for Directors, which sets out the expectations in regard to personal and professional competencies, Unit ownership, executive mentoring obligations, meeting attendance, conflicts of interest, changes of circumstance and resignation events. Directors are expected to identify in advance any

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potential conflict of interest regarding a matter coming before the GP Board or its committees, bring these to the attention of the GP Board or committee chair and refrain from voting on such matters. Directors are also expected to submit their resignations to the Chair of the Board if they become unable to attend at least 75% of the GP Board’s regularly scheduled meetings (unless the GP Board determines that there were extenuating circumstances respecting the Director’s absence), or if they become involved in a legal dispute, regulatory or similar proceedings, take on new responsibilities or experience other changes in personal or professional circumstances that could adversely impact Dream Impact or their ability to serve as Director. This Charter of Expectations for Directors is reviewed annually and a copy is posted on Dream Impact’s website at www.dreamimpacttrust.ca. Further information on Director Unit ownership requirements is set out under “Trustee and Director Unit Ownership Guidelines and Anti-Hedging Requirements”.

Committees of the GP Board

The GP Board believes that its committees assist in the effective functioning of the GP Board and help ensure that the views of Independent Directors are effectively represented.

The GP Board currently has two committees:

the Audit Committee of the GP Board; and
the Governance, Compensation and Environmental Committee.

It is the GP Board’s policy that each of the Audit Committee of the GP Board and the Governance, Compensation and Environmental Committee are comprised of at least three Directors, all of whom must be Independent Directors. Each member of a committee serves on such committee until such member resigns from such committee or is replaced by the GP Board or otherwise ceases to be a Director.

The responsibilities of these committees are set out in written charters, which are reviewed and approved annually by the GP Board. The charters of these committees and the position descriptions of each committee chair can be found on the Trust’s website at www.dreamimpacttrust.ca.

The members of each committee are selected by the GP Board on the recommendation of the Governance, Compensation and Environmental Committee. While the GP Board retains overall responsibility for corporate governance matters in connection with Master LP, the Audit Committee and the Governance, Compensation and Environmental Committee each have specific responsibilities for certain aspects of corporate governance, in addition to their other responsibilities as described below.

Audit Committee of GP Board

The Audit Committee of the GP Board is responsible for monitoring Master LP’s systems and procedures for financial reporting and internal controls and the performance of the external auditors. The Audit Committee of the GP Board is responsible for recommending to the GP Board the firm of chartered professional accountants to be nominated for appointment as the external auditor, and for approving the assignment of any non-audit work to be performed by the external auditor. The Audit Committee meets regularly in private session with the external auditors, without any representatives of DAM present, to discuss and review specific issues as appropriate.

Applicable law requires the GP Board to have an audit committee consisting of at least three Directors, each of whom must be “independent” and “financially literate” within the meaning of NI 52-110.

The Audit Committee of the GP Board is comprised of the following three Directors: Amar Bhalla, Joanne Ferstman, and Karine MacIndoe (Chair), each of whom is an Independent Director. The GP Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of NI 52-110.

The Audit Committee of the GP Board met four times in 2020.

For more information about the Audit Committee of the GP Board as required by Part 5 of NI 52-110, see the “Audit Committee” section of our 2020 Annual Information Form which is available on SEDAR at www.sedar.com and on our website at www.dreamimpacttrust.ca.

Governance, Compensation and Environmental Committee

The Governance, Compensation and Environmental Committee is comprised of the following three Directors: Amar Bhalla, Joanne Ferstman (Chair) and Karine MacIndoe, each of whom is an Independent Director.

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Governance

It is the responsibility of the Governance, Compensation and Environmental Committee, in consultation with the Chair of the GP Board, to assess from time to time the size and composition of the GP Board and the committees of the GP Board; to review the effectiveness of the GP Board’s operations and its relations with DAM; to organize an orientation program for new Directors, including the creation of a “Director Orientation Binder” to provide a comprehensive understanding of both the underlying principles governing Master LP’s activities and the role of the GP Board, and an education program that is expected to include regular industry briefings, presentations by industry experts and attendance at industry events to ensure that the Directors maintain the skill and knowledge necessary to meet their obligations as Directors; to assess on not less than an annual basis the performance of the GP Board, the committees of the GP Board and individual Directors; to review from time to time Master LP’s statement of corporate governance practices; and to review and recommend on an annual basis the compensation for the Directors.

The Governance, Compensation and Environmental Committee reviews the performance of the GP Board, the committees of the GP Board and the contribution of individual Directors on an annual basis. The GP Board has adopted a formal procedure for evaluating the performance of the GP Board, the committees of the GP Board and individual Directors, consisting of questionnaires, private interviews by the Chair of the GP Board and/or the Chair of the Governance, Compensation and Environmental Committee with each Director, and a report from the Chair of the Governance, Compensation and Environmental Committee to the full GP Board.

The Governance, Compensation and Environmental Committee is responsible for reviewing the credentials of proposed nominees for election or appointment to the GP Board, and for recommending candidates for the GP Board membership. To do this, the Governance, Compensation and Environmental Committee together with the Chair of the GP Board regularly considers and meets with potential Director nominees to ensure outstanding candidates with the needed skills can be quickly identified to fill planned or unplanned vacancies. Candidates are assessed in relation to the criteria that is established by the GP Board to ensure that the GP Board has the appropriate mix of talent, quality, skills and other requirements necessary to promote sound governance and effectiveness of the GP Board. Nominees for election as Directors are proposed by the Governance, Compensation and Environmental Committee annually, or more frequently as the needs of the GP Board may require.

The Governance, Compensation and Environmental Committee of the GP Board reviews, at least once per year, the composition of the GP Board and its committees to ensure that committee membership complies with the relevant governance guidelines, that the workload for its Independent Directors is balanced, and that committee positions are rotated as appropriate. In doing so, the Governance, Compensation and Environmental Committee consults with the Chair of the GP Board and makes recommendations to the GP Board which appoints committee members.

Environmental

The Governance, Compensation and Environmental Committee is responsible for reviewing the environmental state of any real property investments owned directly or indirectly by Master LP, and for establishing policies and procedures to review and monitor the environmental exposure of Master LP.

Compensation

The Governance, Compensation and Environmental Committee is responsible for reviewing and making recommendations to the GP Board with respect to the compensation of Directors.

The Governance, Compensation and Environmental Committee reviews and recommends to the GP Board the terms upon which Directors, the Chair of the GP Board, and the committee Chairs are compensated (including the level and nature of such compensation) to ensure that such compensation adequately reflects the responsibilities they are assuming.

The Governance, Compensation and Environmental Committee met twice in 2020.

GP Board, Committee and Director Evaluation

The GP Board believes that a regular and formal process of evaluation improves the performance of the GP Board as a whole, its committees and individual Directors. Each year, a survey is sent to Independent Directors regarding the effectiveness of the GP Board and its committees, inviting comments and suggestions on areas for improvement. The results of this survey are reviewed by the Governance, Compensation and Environmental Committee, which makes recommendations to the GP Board as required. The Chair of the GP Board and/or the Chair of the Governance, Compensation and Environmental Committee holds private interviews with each Director annually to discuss the operations of the GP Board and its committees and to provide any feedback on the individual Director’s contributions.

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The results of these interviews are reported to the GP Board as a basis for recommending the Director nominees to be appointed following the Trust’s next annual meeting of Unitholders.

The Governance, Compensation and Environmental Committee periodically reviews the competencies, skills and personal qualities of the Directors and considers what competencies and skills the GP Board, as a whole, should possess. The GP Board believes that its current Directors, and the nominees for appointment following the Meeting, generally comprise an appropriate mix of individuals offering a breadth and depth of skills and experience, including:

	Pauline	Amar	Michael	Joanne	Karine
	Alimchandani	Bhalla	Cooper	Ferstman	MacIndoe
Real Estate	√	√	√	√	√
Financial Services		√		√	√
Financially Literate	√	√	√	√	√
Accounting	√	√		√	√
Corporate Finance and Capital Markets	√	√	√	√	√
Business Leadership	√	√	√	√	√
Board and Governance	√	√	√	√	√
Strategic Insight/Leading Growth	√	√	√	√	√
Legal			√
Diverse Perspective	√	√		√	√
Community Involvement	√		√	√	√

GP Board Responsibilities

Position Descriptions for the GP Board and its Committees

The GP Board has adopted written position descriptions for the Chair of the GP Board and the Chair of each committee of the GP Board, which are summarized below. As at April 23, 2021, Amar Bhalla held the role of Chair of the GP Board, Karine MacIndoe held the role of the Chair of the Audit Committee of the GP Board and Joanne Ferstman held the role of the Chair of the Governance, Compensation and Environmental Committee of the GP Board. These position descriptions are reviewed regularly by the GP Board and posted on the Trust’s website at www.dreamimpacttrust.ca.

Chair of the GP Board

The Chair of the GP Board manages the business of the GP Board and ensures that the functions identified in its mandate are being carried out effectively by the GP Board and its committees. In addition, the Chair of the GP Board is responsible for the following functions: ensuring Directors receive the information required to perform their duties; ensuring an appropriate committee structure and making initial recommendations for committee appointments; ensuring that an appropriate system is in place to evaluate the performance of the GP Board as a whole, its committees and individual Directors; and working with DAM to monitor progress on strategic planning, policy implementation and succession planning. The Chair of the GP Board also presides over private sessions of the Independent Directors and is responsible for ensuring that matters raised during these meetings are reviewed with DAM and acted upon in a timely fashion.

Committee Chairs

The GP Board adopted general position descriptions for the committee Chairs. To fulfill his or her responsibilities and duties, the Chair for each committee shall: facilitate the effective operation and management of, and provide leadership to, the committee; chair meetings of the committee; set the agenda for each meeting of the committee and otherwise bring forward matters for consideration within the charter of the committee; facilitate the committee’s interaction with DAM, the GP Board and other committees of the GP Board; act as a resource and mentor for other members of the committee; report to the GP Board on matters considered by the committee, its activities and compliance with the

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committee’s charter; and perform such other duties and responsibilities as may be delegated to the Chair by the committee from time to time.

Management’s Relationship to the GP Board

The responsibility of management of Master GP includes safeguarding Master LP’s assets and long-term value creation. DAM provides the services of certain employees of DAM who act as executive officers of Master GP.

The executive officers of Master GP report to and are accountable to the GP Board. The Chief Executive Officer, Michael Cooper is also a member of the GP Board. At its meetings, the GP Board regularly engages in a private session with Master GP’s and DAM’s senior executive officers without other members of management present. The GP Board also meets independently of all management Directors at the conclusion of every GP Board meeting, under the leadership of the Chair of the GP Board.

Management of Master GP does not sit on any of the GP Board’s committees. Members of management of Master GP and other Directors attend committee meetings at the invitation of the committee chairs. The committees also meet independently of all members of management of Master GP at the conclusion of all committee meetings.

Management Accountability

The GP Board believes in the importance of developing annual business plans to ensure the compatibility of the views of Unitholders, the GP Board and DAM with respect to the Trust’s strategic direction and performance targets, and the effective utilization of partnership capital. A meeting of the GP Board is held each year which is dedicated to reviewing the strategic initiatives and annual business plan submitted by senior management of DAM. The GP Board’s approval of the annual business plan provides a mandate for senior management of DAM to conduct the affairs of Dream Impact within the terms of the plan, knowing it has the necessary GP Board support. Material deviations from the annual business plan are reported to and considered by the GP Board.

Board and Committee Information

The information provided by management of Master GP and DAM to Directors is considered to be critical to Director effectiveness. In addition to the reports presented to the GP Board and its committees at regularly scheduled and special meetings, the Directors are also kept informed on a timely basis by management of Master GP and DAM of corporate developments and key decisions taken by management of Master GP and DAM in pursuing Master LP’s strategic plan and the attainment of its objectives. The Directors annually evaluate the quality, completeness and timeliness of information provided by management of Master GP and DAM to the GP Board.

GP Board Access to Outside Advisors

The GP Board may at any time retain outside financial, legal or other advisors at the expense of Master LP and has the authority to determine the advisors’ fees and other retention terms. Each committee of the GP Board may retain outside advisors, at the expense of Master LP, without the GP Board’s approval, at any time.

Succession Planning

The mandate of the GP Board provides that the Directors are responsible for overseeing succession planning including appointing, training and monitoring senior management. The Governance, Compensation and Environmental Committee reviews and discusses succession planning issues for the senior executives with the Chief Executive Officer of Master GP on a regular basis. Discussions include prospects for high performing executives, replacement scenarios for unexpected events and cross-training and development opportunities for the executive team.

Similar to the Trust, Master GP has not adopted a formal target for women in executive positions. However, diversity, and the representation of women in particular, plays a key role in our recruitment and succession planning processes and as of December 31, 2020, one of the two Named Executive Officers, being 50% of the represented Named Executive Officers, was a woman. Both Dream Impact and our asset manager, DAM, have made a commitment to being a leader in diversity and inclusion at all levels of our organizations. When identifying suitable candidates for executive positions, Dream Impact and DAM consider candidates based on ability and merit measured against objective criteria having due regard to the benefits of diversity and the needs of our organization. We endeavour to ensure that the candidate pool for any executive positions that become available in the organization will include women and will reflect our commitment to diversity.

Policies for Master GP

Each of the DILP Limited Partnership Agreement and the Management Agreement provide that each of Master GP and DAM, as the case may be, are subject to the Code of Conduct and the Whistleblower Policy. See the above under the heading “Statement of Corporate Governance Practices – Trust Board” for descriptions of such policies.

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Tenure of GP Board

The following table sets out the tenure of the GP Board:

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6
5
4
3
2
1
0
0 1 2 3 4 5 6
Number of Years as a Board Member
Number of Board Members
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Three of our Directors have served as members of the GP Board since the completion of our initial public offering on July 8, 2014. One of our Directors has served as a member of the GP Board since our annual general meeting on May 8, 2017. One of our Directors has served as a member of the GP Board since our annual general meeting on May 17, 2018.

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EXECUTIVE COMPENSATION

HIGHLIGHTS OF EXECUTIVE COMPENSATION:

The Named Executive Officers do not receive any cash compensation directly or indirectly from the Trust. The Named Executive Officers participate in the Trust’s long-term incentive plan, referred to as the Deferred Unit Incentive Plan, which is intended to align the interests of the Named Executive Officers with the interests of the Unitholders
Balanced approach that includes immediate, short-term and in some cases long-term incentives
A large portion of Named Executive Officer compensation was “at risk” in 2020 and linked to a combination of individual and corporate goals relating to the Trust
All Named Executive Officers are subject to minimum Trust equity ownership requirements
The Trust does not have a unit option plan and options do not form part of executive compensation
The Trust and Master GP have compensation clawback policies for senior management

Named Executive Officers

The Trust does not have any executive officers. The Named Executive Officers of the Trust are employees of DAM, the asset manager of the Trust and Master LP.

Dream Impact has no employment agreements with its Named Executive Officers and does not pay any cash compensation to any Named Executive Officers, directly or indirectly. Rather, those individuals are compensated by DAM. A portion of the compensation paid to certain employees of DAM is attributable to time spent on the activities of the Trust and Master LP.

The Trust and Master LP pay certain asset management and other fees pursuant to the Management Agreement. The Trust previously entered into a Letter Agreement with Master LP and DAM, providing that for the period from April 1, 2019 to December 31, 2020 the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units. On April 15, 2021, the Trust entered into the Second Letter Agreement, providing that for the period from January 1, 2021 to December 31, 2023 the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units, valued at the most recent year-end net asset value per Unit as determined and reported by the Trust for purposes of determining the number of Units to be issued, subject to receipt of TSX approval and Unitholder approval at the Meeting. At the Meeting, Unitholders are being asked to consider and vote on the Fee Proposal Resolution authorizing the issuance and delivery of up to an aggregate of 5,000,000 Units to DAM, as contemplated by the Second Letter Agreement. If the Fee Proposal Resolution is approved at the Meeting, the first issuance of Units in accordance with the Second Letter Agreement shall be in respect of the quarter ended March 31, 2021, valued at the current net asset value per Unit reported by the Trust of $8.99. For further information, please see the disclosure under the heading “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”.

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Under the Management Agreement, DAM previously charged the Trust acquisition/origination fees, including an acquisition fee equal to 1.00% of the gross cost of any asset acquired or originated by Master LP or any subsidiary. In connection with the entering into the Second Letter Agreement, on April 15, 2021, DAM also amended the Management Agreement to limit such acquisition fee to the Trust’s proportionate share of the gross cost of the asset at the time of acquisition. The Management Agreement, as amended, provides that, with respect to the calculation of the acquisition/origination fee payable to the Trust, in connection with the acquisition of an asset that will be a development or redevelopment project for Master LP or any subsidiary of Master LP for which DAM or its subsidiaries earns a development management fee, any amounts invested in such asset following the acquisition would not be included in the gross cost of such asset.

The Named Executive Officers named in the “Summary Compensation Chart” below are employees of DAM. DAM has sole responsibility for determining the compensation of the Named Executive Officers, other than the granting of Deferred Trust Units under the Deferred Unit Incentive Plan, which is the responsibility of the Trust Board.

Dream Impact does not target a specific representation of women in executive officer positions, but in accordance with our Diversity Policy, the Trust and Master GP periodically identify and assess the qualification of individuals in senior management positions. As of December 31, 2020, one of the two Named Executive Officers, being 50% of the represented Named Executive Officers, was a woman.

The Named Executive Officers named in the “Summary Compensation Chart” below are Michael Cooper and Meaghan Peloso. The following table presents biographical information regarding Dream Impact Trust’s current Named Executive Officers:

Michael Cooper Chief Executive Officer Toronto, Ontario, Canada See Michael Cooper’s biography Service: 25 years under “Statement of Corporate Industry Experience: 33 years Governance Practices – GP Board – Directors of GP Board”.

	Meaghan Peloso Chief Financial Officer	Meaghan Peloso Chief Financial Officer
	Toronto, Ontario, Canada Service:7 years Industry Experience:10 years	Ms. Meaghan Peloso is the Chief Financial Officer of the Trust, where she is responsible for corporate accounting, investor communications, financial reporting and tax strategy and planning. Ms. Peloso is also the VP & Chief Accounting Officer of Dream Unlimited Corp. and has held various positions within the organization since joining in 2014. Prior to joining Dream, Ms. Peloso worked in the Audit and Assurance practice at PricewaterhouseCoopers LLP. She obtained a Bachelor of Commerce degree from Carleton University before obtaining her CPA designation.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis is applicable, to the President and Chief Responsible Officer of DAM who performed similar functions to that of a Chief Executive Officer of the Trust in 2020 and (i) the Executive Vice President and Chief Financial Officer of DAM; and (ii) the Vice President and Chief Accounting Officer of DAM, each of whom who performed similar functions to that of a Chief Financial Officer of the Trust in 2020 (the “ Named Executive Officers ”):

Michael Cooper, President and Chief Responsible Officer of DAM
Meaghan Peloso, Vice President and Chief Accounting Officer of DAM (from April 9, 2020)
Pauline Alimchandani, Executive Vice President and Chief Financial Officer of DAM (from January 1, 2014 to April 9, 2020)

Ms. Alimchandani resigned as Executive Vice President and Chief Financial Officer of DAM on April 9, 2020 and at such time ceased performing the functions of a Chief Financial Officer of the Trust. Meaghan Peloso, the Vice President and Chief Accounting Officer of DAM, was appointed as the Chief Financial Officer of Master GP and performs similar functions to that of a Chief Financial Officer of the Trust.

As Dream Impact’s senior management team is employed by DAM, the Trust and Master LP are only obligated to pay a fixed amount to DAM pursuant to the Management Agreement. Any variability in cash compensation paid by DAM to the Named Executive Officers will not impact the Trust’s or Master LP’s financial obligations. See “Statement of Corporate Governance Practices – Asset Management” and “Other Information – Interest of Informed Persons in Material Transactions – Management Agreement”.

Cash compensation disclosed and discussed in this Executive Compensation section represents the cash compensation received by the Named Executive Officers from DAM attributable to the services they provided to the Trust and Master LP during 2020.

Decisions regarding the granting of Deferred Trust Units under the Deferred Unit Incentive Plan are the responsibility of the Trust Board.

Equity Ownership Guidelines

Our Unit ownership guidelines provide that the Chief Executive Officer of Master GP is required to have a minimum personal investment in Units or Deferred Trust Units equal to three times his annual base compensation by the third anniversary of their appointment.

Anti-Hedging Policy

The Trust and Master GP have adopted a policy providing that executives of the Trust and Master GP may not engage in transactions that could reduce or limit the executive officer’s economic risk with respect to their holdings of (a) Units or other securities of the Trust, or (b) outstanding Deferred Units under the Deferred Unit Incentive Plan, or other compensation awards the value or payment amount of which are derived from, referenced to or based on the value or market price of the Units or other securities of the Trust. Prohibited transactions include hedging strategies, equity monetization transactions, transactions using short sales, puts, calls, exchange contracts, derivatives and other types of financial instruments (including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds), and limited recourse loans to the executive officer secured by Units or other securities of the Trust.

Compensation Recoupment Policy

The Trust and the GP Board have implemented a clawback policy that applies to all executives of Master GP and the Named Executive Officers with respect to all incentive compensation awards made from and after February 2020. Under the policy, the Trust can recoup incentive-based compensation in the event of a financial restatement and a determination by the Trust Board of misconduct by such individual.

Compensation Components

The compensation of the Named Executive Officers reflects a balanced approach which includes immediate, shortterm and in some cases long-term incentives. Compensation consists of three principal elements:

base salary, which is determined (and paid) by DAM with regard to comparative salaries in the industry adjusting for the experience, skill and contribution to the overall well-being of the Trust;

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performance-based annual cash bonus, which is determined and paid by DAM; and
periodic grants of Deferred Trust Units under the Deferred Unit Incentive Plan as determined by the Trust Board.

The Named Executive Officers do not benefit from medium term incentives, group RRSP or other retirement benefits, other than those provided for under government mandated programs (e.g., the Canada Pension Plan) or that are provided under DAM’s pension plan described below. Perquisites and personal benefits are not a significant element of compensation of the Named Executive Officers.

The Trust does not have a unit option plan and options are not an element of executive compensation.

The specific practices regarding each of the key elements of the Named Executive Officers’ compensation are described below.

Base Salaries

Base salaries are intended to provide sufficient annual cash in order for Named Executive Officers to reduce stress and to have flexibility in their personal lives. Base salaries are paid by DAM and are typically determined annually on an individual basis, taking into consideration the past, current and potential contribution to the Trust’s success, the position and responsibilities of the Named Executive Officers and competitive industry pay practices. Each year an annual review of publicly disclosed compensation from organizations similar to the Trust is conducted by DAM taking into account comparative revenues, assets, and complexity of managing the Trust. Base salaries are intended to be competitive with the comparator group.

Annual Cash Incentive Bonus

The Named Executive Officers are entitled, at the discretion of DAM, to earn annual bonuses depending upon individual performance and the performance of Dream Impact. Annual cash incentives are used to motivate and reward the Named Executive Officers for achievements towards annual and long-term individual goals. Awards of cash bonuses vary based on individual’s position and contributions to our overall performance.

Annual cash incentive bonus awards are calculated and paid by DAM as a percentage of each Named Executive Officer’s base salary based on achievement of predetermined performance goals for the year. The actual cash bonus payable is based on achievement of individual and corporate goals relating to Dream Impact. The Named Executive Officer’s overall performance is reviewed by DAM against his or her goals in determining the bonus payout.

Long-Term Incentives

The Trust’s long-term incentive equity-based compensation plan is its Deferred Unit Incentive Plan.

The Trust Board awards Deferred Trust Units to encourage the Named Executive Officers to own and hold equity and align their long-term interests directly to those of the Unitholders. For more information about long-term incentives, see “Incentive Plan Awards”.

The Trust Board assesses the Named Executive Officer’s overall performance against Dream Impact’s corporate goals and determines the amount of the award of Deferred Trust Units taking into account grants in prior years.

Evaluating Performance and Determining Compensation of Named Executive Officers

Performance goals are a combination of financial objectives that can be achieved in a particular year, financial and non-financial goals that will take more than one year and non-financial goals that will promote good business practices and increase internal and external goodwill. Individual and corporate goals relating to Dream Impact’s are developed annually at the end of each year for the following year.

Each individual and corporate performance goal is not weighted and there is no specific formula applied to determine the amount of a Named Executive Officer’s annual cash bonus and long-term incentive awards. Discretion is exercised in evaluating Dream Impact’s performance in light of the goals and determining whether overall a Named Executive Officer meets his or her goals relating to Dream Impact. Cash compensation is determined by DAM based on how well the Named Executive Officer’s perform towards achieving the individual and corporate goals and the Trust Board considers performance against our corporate goals in determining grants under the Deferred Unit Incentive Plan, in each case, given the underlying market conditions. In scoring the Named Executive Officer’s performance, a number of external factors encountered by Dream Impact and its ability to manage and mitigate such factors are considered, and judgment is applied in determining whether more weight should be given to certain goals over others in assessing performance or whether performance as originally contemplated by the goals set at the beginning of the year should be considered in determining the Named Executive Officer’s compensation.

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Corporate Performance Goals and Achievements in 2020

With the onset of the pandemic, we shifted our focus to manage risk and preserve liquidity in the volatile environment created by COVID-19 and moved away from the execution of our 2019 strategic plan and certain pre-pandemic goals. We are extremely pleased with the resiliency of the Trust’s underlying business fundamentals and our accomplishments achieved throughout the year.

In 2020, our development assets continued to progress, as those under construction had minimal delays or cost escalations due to COVID-19. The Trust contributed $45.8 million to projects within its development segment, including those classified as equity accounted investments. The Trust’s contributions to date were primarily related to Zibi, Brightwater, Frank Gehry, Virgin Hotels Las Vegas and the West Don Lands.

We obtained zoning approval for Blocks 3/4/7 and 20 at the Trust’s West Don Lands development through a Municipal Zoning Order (“ MZO ”) issued by the Province of Ontario. The MZO approval was a significant milestone as it secures the development timeline and additional density for the Trust to execute one of the largest affordable housing programs in Canada. In aggregate, the West Don Lands, comprised of Blocks 8, 3/4/7 and 20, is expected to bring a total of 2,286 rental units to market in downtown Toronto between 2023-2027, of which 30% will be affordable. The MZO also provided for 300,000 square feet of commercial space on the development. Construction is well underway at Block 8 and assuming current market conditions, we expect construction to commence at Blocks 3/4/7 in mid-2021. The Trust has a 25% interest in the development.

We successfully launched sales for the first two condominium buildings at Brightwater, a 72-acre waterfront community in Port Credit. The site was originally home to an oil refinery and required significant remediation work along with rezoning by the Trust and its partners. All of the 311 units released have been sold with construction expected to commence in 2021. The Trust has a 23% interest in the development.

Dream Impact generated cash proceeds of $85.1 million in 2020 from either non-core or legacy assets, which reduced our off balance sheet guarantee exposure. This significantly contributed to the Trust’s overall liquidity targets and further supported the safety of our business.

Throughout 2020, the Trust actively purchased Units under our normal course issuer bid, as we believed it was an attractive use of capital. In aggregate 5.2 million Units were purchased at a weighted average price of $4.75 per Unit for total proceeds of $24.6 million.

On October 13, 2020, we launched the redirection of the Trust to become a dedicated impact investment vehicle. While this work will carry forward into 2021, we have made tremendous headway on the development of our impact management framework. This framework will incorporate our governance and monitoring processes for identifying and measuring impact and will provide a systematic ranking methodology to be applied across the Trust’s portfolio. Since announcing the Trust’s impact strategy in the fall, we have generated a total return in excess of 20% reflecting distributions and the increase in the unit price.

Overall, 2020 has been a transformational year for the Trust and we are pleased with the strength of the business throughout the pandemic and our progress achieved repositioning the Trust into a pure play impact investment vehicle. For a further discussion of our performance in 2020, please refer to the “Financial Overview - Fourth Quarter and Year Ended 2020” section in our 2020 MD&A.

Evaluating Performance and Determining Compensation of Named Executive Officers – Individual Component

Evaluating Performance and Determining Compensation of the Chief Executive Officer

Michael Cooper

Mr. Cooper, the President and Chief Responsible Officer of DAM, performs a similar function to that of a Chief Executive Officer of Dream Impact. Mr. Cooper’s goals are substantially the same as the Trust’s and Master LP’s corporate goals. The Trust Board and the GP Board determined that the Trust’s and Master LP’s corporate goals for 2020 were substantially met. Dream Impact has been advised by DAM that Mr. Cooper was not granted a bonus in respect of the services he provided to Dream Impact during 2020. In February 2021, the Trust Board awarded Mr. Cooper 6,000 Deferred Trust Units.

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Evaluating Performance and Determining Compensation of the Chief Financial Officer

Meaghan Peloso (from April 9, 2020)

Ms. Peloso, Vice President and Chief Accounting Office of DAM performs a similar function to that of a Chief Financial Officer of Dream Impact from her appointment April 9, 2020 onwards. Ms. Peloso’s goals are substantially the same as the Trust’s and Master LP’s corporate goals. The Trust Board and the GP Board determined that the Trust’s and Master LP’s corporate goals for 2020 were substantially met. Dream Impact has been advised by DAM that Ms. Peloso was not granted a bonus in respect of the services she provided to Dream Impact during 2020. In February 2021, the Trust Board awarded Ms. Peloso 12,000 Deferred Trust Units.

Pauline Alimchandani (from January 1, 2014 to April 9, 2020)

Ms. Alimchandani was the Executive Vice President and Chief Financial Officer of DAM until April 9, 2020, and performed a similar function to that of a Chief Financial Officer of Dream Impact. Given Ms. Alimchandani’s departure in April 2020, Dream Impact was advised by DAM that Ms. Alimchandani would not be awarded any cash bonus.

Performance Graph

The following graph shows the Trust’s cumulative total unitholder return on its Units over the five most recently completed years, compared to the cumulative total return on the S&P/TSX Composite Index, assuming an investment of $100 on the first day of the five-year period.

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The trend shown and the performance of our Unit price over the year are factors taken into consideration with respect to compensation of the Named Executive Officers. For example, the Unit price performance may impact the amount of bonus paid to the Named Executive Officers. Unit price performance also directly impacts the value of Deferred Trust Units awarded as compensation. However, compensation for the Named Executive Officers is also based on the achievement of corporate and individual goals and, as a result, the executive compensation may not directly compare to the trend shown in the graph above.

Summary Compensation Chart

The following table sets forth information concerning the compensation earned by each Named Executive Officer for the past three years attributable to the services they provided to the Trust in their capacities as Named Executive Officers.

The Trust and Master LP pay certain asset management and other fees pursuant to the Management Agreement. See “Statement of Corporate Governance Practices – Asset Management” and “Other Information – Interest of Informed Persons in Material Transactions – Management Agreement”. Dream Impact has no employment agreements with its Named Executive Officers and does not pay any cash compensation to any Named Executive Officers, directly or

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indirectly. Rather, those individuals are compensated by DAM. A portion of the compensation paid to certain employees of DAM is attributable to time spent on the activities of the Trust and Master LP.

Name and principal position	Year	Salary	Unit- Based	Non-Equity Incentive Plan Compensation Annual L-t	Non-Equity Incentive Plan Compensation Annual L-t		All other Compensation (3)	Total Compensation
						Pension Vl
			Awards(1)	incentive plans (Bonus)(2)	ongerm incentive plans	aue

Michael Cooper(4) President and Chief Responsible Officer of DAM	2020 2019 2018	$288,480 $240,400 $240,400	$36,540 $47,460 $39,180	Nil Nil Nil	N/A N/A N/A	N/A $3,185 $3,115	Nil Nil Nil	$325,020 $291,045 $282,695
Meaghan Peloso(5) Vice President and Chief Accounting Officer of DAM	2020 2019 2018	$81,700 N/A N/A	$73,080 N/A N/A	Nil N/A N/A	N/A N/A N/A	$2,018 N/A N/A	Nil N/A N/A	$156,798 N/A N/A
Pauline Alimchandani(6) Executive Vice President and Chief Financial Officer of DAM	2020 2019 2018	$26,490 $96,686 $96,686	Nil $94,920 $65,300	Nil Nil Nil	N/A N/A N/A	$1,209 $3,203 $3,558	Nil N/A N/A	$27,699 $194,809 $165,544

Notes:

(1) Deferred Trust Units granted vest over a five-year period with one fifth of the Deferred Trust Units vesting each year. Amounts are determined based on the grant date fair value of Deferred Trust Units multiplied by the number of Deferred Trust Units granted. Deferred Trust Units were awarded in February 2021, 2020 and 2019. Mr. Cooper – 2020: $6.09 x 6,000; 2019: $7.91 x 6,000; 2018: $6.53 x 6,000; Ms. Peloso – 2020: $6.09 x 12,000; 2019: N/A; 2018: N/A; and Ms. Alimchandani – 2020: Nil; 2019: $7.91 x 12,000; 2018 - $6.53 x 10,000. For more information on the Deferred Unit Incentive Plan, see “— Deferred Unit Incentive Plan”. In February 2018, Mr. Cooper and Ms. Alimchandani were granted 6,000 and 10,000 Deferred Trust Units in respect of their performance in 2017, which grants were valued at $38,400 and $64,000, respectively, based on a grant date fair value of $6.40.
(2) The short-term annual incentive plans (bonus) are paid in February 2021, 2020 and 2019.
(3) Perquisites and personal benefits for each of the Named Executive Officers did not exceed the lesser of $50,000 and 10% of the individual’s salary for the year.
(4) Mr. Cooper did not receive any compensation in his capacity as a Director of Master GP.
(5) Ms. Peloso is the Vice President and Chief Accounting Officer of DAM and was appointed as the Chief Financial Officer of Master GP on April 9, 2020 and therefore her compensation has been pro-rated.
(6) Ms. Alimchandani served as the Executive Vice President and Chief Financial Officer of DAM from January 1, 2014 until April 9, 2020 and therefore her compensation has been pro-rated.

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Incentive Plan Awards

Outstanding Unit-Based Awards at December 31, 2020

Name	Aggregate holdings of Deferred Trust Units as at December 31, 2020(1)	Unvested Deferred Trust Units as at December 31, 2020(2)	Unvested Deferred Trust Units as at December 31, 2020(2)	Vested Deferred Trust Units not paid out or distributed as at December 31, 2020(3)	Vested Deferred Trust Units not paid out or distributed as at December 31, 2020(3)
	(#)	(#)	($)	(#)	($)
Michael Cooper President and Chief Responsible Officer of DAM	53,925	20,783	125,321	33,142	199,846
Meaghan Peloso(4) Vice President and Chief Accounting Officer of DAM	5,232	5,228	31,525	4	24
Pauline Alimchandani(5) Executive Vice President and Chief Financial Officer of DAM	See section below titled “Trustee and Director Compensation – Incentive Plan Awards – Outstanding Unit-Based Awards at December 31, 2020”

Notes:

(1) Includes Deferred Trust Units and Income Deferred Trust Units that have not vested, as well as those that would have vested, but were deferred at the election of the Named Executive Officer. Such units vest on a five year vesting schedule, with no adjustment for performance goals or other conditions. See “Deferred Unit Incentive Plan”.
(2) Includes unvested Deferred Trust Units and Income Deferred Trust Units. Based on the closing price on the TSX as at December 31, 2020 of $6.03 per Unit and rounded to the nearest dollar.
(3) Includes vested Deferred Trust Units and Income Deferred Trust Units for which issuance of Units has been deferred. Based on the closing price on the TSX as at December 31, 2020 of $6.03 per Unit and rounded to the nearest dollar.
(4) Ms. Peloso is the Vice President and Chief Accounting Officer of DAM and was appointed the Chief Financial Officer of Master GP on April 9, 2020.
(5) Ms. Alimchandani served as the Executive Vice President and Chief Financial Officer of DAM from January 1, 2014 until April 9, 2020.

Deferred Unit Incentive Plan

The Trust Board may designate individuals eligible to receive grants of Deferred Trust Units. In determining grants of Deferred Trust Units, an individual’s performance and contributions to the Trust’s success, relative position, tenure and past grants are taken into consideration.

Eligible Participants (as defined in the Deferred Unit Incentive Plan) who may participate in the Deferred Unit Incentive Plan consist of: (a) the Trustees, officers or employees of the Trust, Master LP or any of its subsidiaries; (b) employees or officers of certain service providers (including DAM) who spend a significant amount of time and attention on the affairs and business of one or more of the Trust, Master LP and its subsidiaries; (c) employees, officers and Directors of Master GP; and (d) DAM.

The Deferred Unit Incentive Plan provides for the grant to Eligible Participants of Deferred Trust Units. Income Deferred Trust Units are credited based on distributions paid by the Trust on the Units.

Up to a maximum of 3,000,000 Deferred Trust Units and Income Deferred Trust Units are issuable under the Deferred Unit Incentive Plan, representing approximately 4.6% of the number of issued and outstanding Units as of December 31, 2020. As of December 31, 2020, a total of 988,565 Deferred Trust Units and Income Deferred Trust Units have been granted (or credited, in the case of Income Deferred Trust Units) under the Deferred Unit Incentive Plan (representing approximately 1.5% of the issued and outstanding Units) and 2,011,435 Deferred Units remained available for issuance (representing approximately 3.1% of the issued and outstanding Units). As of the same date,

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442,401 Units (representing approximately 0.7% of the issued and outstanding Units) have been issued upon the vesting of Deferred Trust Units and Income Deferred Trust Units pursuant to the Deferred Unit Incentive Plan and 546,165 Deferred Trust Units and Income Deferred Trust Units remained outstanding under the Deferred Unit Incentive Plan (representing approximately 0.8% of the issued and outstanding Units). The aggregate of the Units: (a) issued to insiders of the Trust, within any one-year period; and (b) issuable to insiders of the Trust, at any time, under the Deferred Unit Incentive Plan, when combined with all of the Trust’s security based compensation arrangements, shall not exceed 10% of our total issued and outstanding Units.

Under the Deferred Unit Incentive Plan, Deferred Trust Units may be granted from time to time to Eligible Participants at the discretion of the Trust Board. The number of Income Deferred Trust Units credited to a participant are calculated by multiplying the aggregate number of Deferred Trust Units and Income Deferred Trust Units held on the relevant Distribution Record Date by the amount of distributions declared and paid by the Trust on each Unit, and dividing the result by the market value of the Units on the distribution payment date. Market value for this purpose is the volume weighted average closing price of the Units on the TSX for the five trading days immediately preceding the relevant distribution payment date.

Except as provided below, Deferred Trust Units will vest on either a five-year or a three-year vesting schedule. Deferred Trust Units granted to a participant who is a Director, Trustee or an officer of the Trust or Master GP or to DAM (a “ Five Year Grantee ”), will vest on a five year vesting schedule, pursuant to which one-fifth of the Deferred Trust Units granted to such individual will vest on each anniversary of the grant date for a period of five years. Deferred Trust Units granted to any other participants will vest on a three year vesting schedule, pursuant to which one-third of the Deferred Trust Units granted to such individual will vest on each anniversary of the grant date for a period of three years. Income Deferred Trust Units credited to participants vest on the same five or three year schedule as their corresponding Deferred Trust Units and are issued on the same date as the Deferred Trust Units or Income Deferred Trust Units in respect of which they were credited.

Upon the vesting of Deferred Trust Units and Income Deferred Trust Units, the Trust will issue Units to participants on the basis of one Unit for each Deferred Trust Unit and Income Deferred Trust Unit that has vested. Units are issued by the Trust at no cost to participants. Subject to certain prohibitions on deferrals by participants in the United States, Five Year Grantees have the ability to elect to defer the issuance of Units to them on the vesting of their Deferred Trust Units and Income Deferred Trust Units in respect of any vesting date. Subject to the prohibitions on deferrals by participants in the United States, the issuance of Units to Five Year Grantees may be deferred indefinitely, unless the Five Year Grantee’s employment or term of office is terminated, in which case Units are issued on the relevant date of termination of employment or term of office. Eligible Participants for whom the award of Deferred Trust Units or Income Deferred Trust Units would otherwise be subject to U.S. taxation under the United States Internal Revenue Code of 1986 may not elect to defer the issuance of Units to them on the vesting of their Deferred Trust Units and Income Deferred Trust Units.

Any unvested Deferred Trust Units or Income Deferred Trust Units held by a participant are forfeited if the employment or term of office of the individual is terminated for any reason, whether voluntarily or involuntarily. However, pursuant to the Deferred Unit Incentive Plan, the Trust Board may, in its discretion if the circumstances warrant, accelerate the vesting of such Deferred Trust Units or Income Deferred Trust Units held by an individual whose employment or term of office is terminated. In these circumstances, any unvested Deferred Trust Units or Income Deferred Trust Units will vest effective upon the termination date of the individual, or on such later date or dates determined by the Trust Board in its discretion.

Deferred Trust Units and Income Deferred Trust Units are non-transferable, except to a participant’s estate, and the rights of participants under the Deferred Unit Incentive Plan are not assignable, except as required by law.

The Trust Board may review and confirm the terms of the Deferred Unit Incentive Plan from time to time and may, subject to applicable stock exchange rules, amend or suspend the Deferred Unit Incentive Plan in whole or in part as well as terminate the Deferred Unit Incentive Plan without prior notice as it deems appropriate; provided, however, that any amendment to the Deferred Unit Incentive Plan that would, among other things, result in any increase in the number of Deferred Trust Units and Income Deferred Trust Units issuable under the Deferred Unit Incentive Plan or permit Deferred Trust Units or Income Deferred Trust Units granted under the plan to be transferable or assignable other than for normal estate settlement purposes are subject to the approval of Unitholders. Without limitation, the Trust Board may, without obtaining the approval of Unitholders, make changes: (a) to correct errors, immaterial inconsistencies or ambiguities in the Deferred Unit Incentive Plan; (b) that are necessary or desirable to comply with applicable laws or regulatory requirements, rules or policies (including stock exchange requirements); and (c) to the vesting provisions applicable to Deferred Trust Units and Income Deferred Trust Units. However, subject to the terms of the Deferred Unit Incentive Plan, no amendment may materially adversely affect the Deferred Trust Units or Income

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Deferred Trust Units previously granted under the Deferred Unit Incentive Plan without the consent of the affected participant.

In 2019, the Deferred Unit Incentive Plan was amended to allow for the net settlement of Deferred Trust Unit awards (the “ 2019 Amendments ”). Under the Deferred Unit Incentive Plan as amended by the 2019 Amendments, officers or trustees of the Trust may elect to satisfy applicable withholding tax or other required deductions that may accrue upon the issuance of Trust Units in respect of an award by directing that a portion of the vested Deferred Trust Units or Income Deferred Trust Units be surrendered to Dream Impact Trust for cancellation. Dream Impact Trust has the right, in its sole discretion, to accept or reject any such election. The 2019 Amendments would not materially adversely affect the Deferred Trust Units or Income Deferred Trust Units previously granted under the Deferred Unit Incentive Plan without the consent of the affected eligible participants. Accordingly, Unitholder approval was not required to be obtained for the 2019 Amendments.

Annual Burn Rate

In accordance with the requirements of section 613 of the TSX Company Manual, the following table sets out the burn rate of the awards granted under the Trust’s security based compensation arrangements as of the end of the financial year ended December 31, 2020 and for the two preceding financial years. The only TSX security based compensation arrangements included in the calculations below are the Deferred Unit Incentive Plan and the issuance of Units pursuant to the Letter Agreement. The burn rate is calculated by dividing the number of securities granted during the relevant fiscal year by the weighted average number of Units outstanding as at December 31 for the applicable fiscal year.

	Security Based Compensation Plan	2020	2019	2018
Burn Rate	Deferred Unit Incentive Plan	0.31%	0.27%	0.23%
	Letter Agreement	1.65%	0.95%	N/A

Incentive Plan Awards – Value vested or earned during the year

Deferred Trust Units granted to the Named Executive Officers and their related Income Deferred Trust Units vest on a five year vesting schedule, pursuant to which one-fifth of the Deferred Trust Units granted to such individuals and their related Income Deferred Trust Units will vest on each anniversary of the grant date for a period of five years.

Name	Unit-based awards – Value vested during the year(1)(2)	Non-equity incentive plan compensation – Value earned during the year
Michael Cooper President and Chief Responsible Officer of DAM	$72,522	N/A
Meaghan Peloso(3) Vice President and Chief Accounting Officer of DAM	$5,589	N/A
Pauline Alimchandani(4) Executive Vice President and Chief Financial Officer of DAM	See section below titled “Trustee and Director Compensation – Incentive Plan Awards – Value Vested or Earned During 2020”

Notes:

(1) Based on the closing price on the TSX per Unit as at the vesting date.

(2) Includes Deferred Trust Units that have vested but were deferred indefinitely at the election of the Named Executive Officer. Income Deferred Trust Units continue to be credited to holders of such Deferred Units. See “Deferred Unit Incentive Plan”.

(3) Ms. Peloso is the Vice President and Chief Accounting Officer of DAM and was appointed the Chief Financial Officer of Master GP on April 9, 2020.

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(4) Ms. Alimchandani served as the Executive Vice President and Chief Financial Officer of DAM from January 1, 2014 until April 9, 2020.

Pension Plan - Defined Contribution Plan

Each of the Named Executive Officers participate in a defined contribution registered pension plan to which DAM contributes an amount equal to the Named Executive Officers’ required contributions for each full or partial year of membership in the plan. Each Named Executive Officer may elect to contribute an amount equal to 2%, 3%, 4% or 5% of such Named Executive Officer’s base salary during each full or partial year of membership in the plan. Total contributions with respect to each plan member in any year may not exceed the maximum permitted under applicable law.

Generally, all full-time employees are eligible to participate in the pension plan after completing 12 months of continuous employment. If a plan member’s employment is terminated before the completion of two years of continuous membership in the pension plan, then he/she is entitled to receive a cash refund equal to the accumulated value of his/her employee contributions. If a plan member’s employment is terminated after the completion of two years of continuous membership in the pension plan, then he/she is entitled to receive a pension equal to the accumulated value of his/her employee contributions and the accumulated value of the employer contributions.

Pension benefits are paid to plan members on the first day of the month immediately following their 65th birthday, unless the plan member elects otherwise. A plan member’s retirement benefit is based on the accumulated value of contributions made by both the plan member and the employer. The pension plan provides for early retirement at any time up to 10 years prior to age 65 and allows plan members to postpone retirement beyond age 65 (up to the maximum age for income commencement under applicable tax legislation), provided the plan member remains an employee.

Plan members have the choice to receive their pension in a number of ways including a single life annuity and joint and survivor annuity.

The following table outlines specific information relating to the defined contribution registered pension plan for each of the Named Executive Officers:

Name	Accumulated Value at Start of Year ($)	Compensatory ($)	Accumulated Value at End of Year ($)
Michael Cooper President and Chief Responsible Officer of DAM	N/A	N/A	N/A
Meaghan Peloso(1) Vice President and Chief Accounting Officer of DAM	61,455	2,018	86,860
Pauline Alimchandani(2) Executive Vice President and Chief Financial Officer of DAM	196,953	1,209	Nil

Notes:

(1) Ms. Peloso is the Vice President and Chief Accounting Officer of DAM and was appointed the Chief Financial Officer of Master GP on April 9, 2020.

(2) Ms. Alimchandani served as the Executive Vice President and Chief Financial Officer of DAM from January 1, 2014 until April 9, 2020 and her pension was transferred out upon her departure.

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Securities Authorized for Issuance under Equity Compensation Plans

The following table provides a summary as of December 31, 2020, of the Deferred Unit Incentive Plan, being the only equity compensation plan of the Trust pursuant to which equity securities of the Trust may be issued.

Plan Category	Number of Units to be issued upon vesting of Deferred Units	Weighted-average exercise price of unvested Deferred Units	Number of Deferred Units remaining available for future grant under the Deferred Unit Incentive Plan(1)
Equity compensation plans approved by Unitholders	546,165	N/A	2,011,435

Note:

(1) 3,000,000 Deferred Units are authorized under the Deferred Unit Incentive Plan.

Termination and Change of Control

There are no pre-defined termination payments or change of control arrangements for the Named Executive Officers.

Non-IFRS Measures

The Trust’s consolidated financial statements are prepared in accordance with IFRS. In this “Executive Compensation” section, the Trust discloses and discusses certain non-IFRS financial measures including NAV, as well as other measures discussed elsewhere in this Circular. These non-IFRS measures are not defined by IFRS, do not have a standardized meaning and may not be comparable with similar measures presented by other issuers. The Trust has presented such non-IFRS measures as management believes they are relevant measures of our underlying operating performance and debt management. Non-IFRS measures should not be considered as alternatives to net income, total comprehensive income, cash flows generated from operating activities or comparable metrics determined in accordance with IFRS as indicators of the Trust’s performance, liquidity, cash flow and profitability. See the Glossary of Terms set out in Appendix A for the definition of NAV. For a full description of these measures and, where applicable, a reconciliation to the most directly comparable measure calculated in accordance with IFRS, please refer to the “Non-IFRS Measures” section in our 2020 MD&A.

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TRUSTEE AND DIRECTOR COMPENSATION

HIGHLIGHTS OF TRUSTEE AND DIRECTOR COMPENSATION:

The objectives of the Trustees’ and Directors’ compensation program include aligning the interests of the Trustees and the Directors with the interests of Unitholders; attracting, retaining and motivating the Trustees and the Directors who will contribute to the success of the Trust and Master LP, respectively; and providing fair and competitive compensation that takes into account the time commitment and responsibilities of the Trustees and the Directors
The Trust does not have a unit option plan and options do not form part of trustee or director compensation
All Trustees and Directors are subject to minimum equity ownership requirements

Overview

The Trustees’ and Directors’ compensation program is designed to attract and retain the most qualified individuals to serve on the Trust Board and the GP Board. In either case, the compensation program integrates the following objectives: (a) to align the interests of the Trustees and the Directors with the interests of Unitholders; (b) to attract, retain and motivate the Trustees and the Directors who will contribute to the success of the Trust and Master LP, respectively; and (c) to provide fair and competitive compensation that takes into account the time commitment and responsibilities of the Trustees and the Directors.

The Trustee and Director compensation packages include the following components: (a) an annual retainer; (b) Deferred Trust Units; (c) fees for service as Chair of the Trust Board and/or the GP Board, and as a committee chair of the Trust Board and/or the GP Board; and (d) Trust Board, GP Board and committee meeting attendance fees. The Trust Board reviews the adequacy and form of the Trustees’ compensation and the Governance, Compensation and Environmental Committee reviews the adequacy and form of the Directors’ compensation, in each case, on an annual basis. Any individual serving as both a Trustee and a Director in a given year receives only one annual retainer for such individual’s service as a Trustee and a Director, and there is similarly no duplication of the additional retainer fees for an individual’s service as Chair, or as the chair of an audit committee, as applicable. To the extent meetings of the Trust Board, the GP Board and/or their respective audit committees (when applicable) are held on the same date, meeting attendance fees will only be paid for one board meeting and/or one audit committee meeting (as applicable) to those Directors who also serve as Trustees.

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Type of Fee	Amount
Annual Retainer(1)	$45,000/year
Chair’s Annual Retainer(2)	$80,000/year
Audit Committee Chair Annual Retainer	$10,000/year
Other Committee Chair Annual Retainer	$5,000/year
Meeting Attendance Fee (Trust Board and GP Board)	$1,500/meeting
Other Committee Meeting Attendance Fee	$1,500/meeting
Deferred Trust Units granted in 2020 (Trust Board and GP Board)	6,000 per Trustee and Director

Notes:

(1) Trustees and Directors may elect to be paid the annual board retainer in cash or in an equivalent value of Deferred Trust Units granted under the Deferred Unit Incentive Plan.

(2) The Chair of the Board receives such amount if he or she is not an employee of the Trust or Master GP or one of their respective subsidiaries, but does not receive any other fees for board or committee meetings attended.

Trustees and Directors are reimbursed for their out-of-pocket expenses incurred in acting in such capacity. In addition, Trustees and Directors are entitled to receive remuneration for services rendered to the Trust or Master LP in any other capacity, except in respect of their service as directors or trustees of any subsidiary of the Trust or Master LP. Directors who are employees of DAM (i.e., Michael Cooper and Pauline Alimchandani, prior to April 9, 2020) are not entitled to receive any remuneration for their services as Directors, but are entitled to reimbursement of their out-of-pocket costs incurred in acting as Directors.

Trustees and Directors may participate in the Deferred Unit Incentive Plan. If a Trustee or Director elects to be paid an equivalent value of Deferred Trust Units, the Trust will credit to the applicable Trustee’s or Director’s account such number of Deferred Trust Units equal to the total amount of the retainer(s) deferred, divided by the fair market value of the Units based on the weighted average closing price of the Units on the TSX for five trading days immediately preceding the grant date on the date of the award. In addition, Trustees and Directors are eligible to receive awards of Deferred Trust Units as designated by the Trust Board. See “Executive Compensation - Incentive Plan Awards”.

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Trustee and Director Summary Compensation Chart

The following table provides a summary of the compensation earned by the Trustees and Directors who are not Named Executive Officers, for the year ended December 31, 2020:

Name	Unit- based awards	Non-equity incentive plan compensation	Annual Board Retainer	Committee Chair Fees	Board and Committee Meeting Fees	Total Fees (Taken in Cash and/or Deferred Trust Units)	All Other Compensation	Total
Pauline Alimchandani(1)	$28,500	N/A	$32,637	N/A	$7,500	$7,500 Cash $32,637 Deferred Trust Units	N/A	$68,637
Amar Bhalla	$28,500	N/A	$80,000	N/A	N/A	$80,000 Deferred Trust Units	N/A	$108,500
Joanne Ferstman	$28,500	N/A	$45,000	$1,073(2)	$19,500	$19,500 Cash $46,073 Deferred Trust Units	N/A	$94,073
David Kaufman(3)	$28,500	N/A	$35,340	$3,927	$24,000	$63,267 Cash	N/A	$91,767
Karine MacIndoe	$28,500	N/A	$45,000	$10,000	$27,000	$27,000 Cash $55,000 Deferred Trust Units	N/A	$110,500
Michael Tsourounis	$28,500	N/A	$45,000	N/A	$13,500	$13,500 Cash $45,000 Deferred Trust Units	N/A	$87,000

Notes:

(1) Ms. Alimchandani began receiving an annual retainer on April 10, 2020 as a Director of the GP Board. She was appointed to the Trust Board on October 13, 2020 and therefore her annual board retainer has been pro-rated and rounded to the nearest dollar.

(2) Ms. Ferstman was appointed a member and Chair of the Governance, Compensation and Environmental Committee of the GP Board on October 14, 2020 and therefore her committee chair retainer has been pro-rated and rounded to the nearest dollar.

(3) Mr. Kaufman resigned from the Trust and GP Board on October 13, 2020 and therefore his annual board retainer and committee chair retainer have been pro-rated and rounded to the nearest dollar.

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Incentive Plan Awards

Outstanding Unit-Based Awards at December 31, 2020

Name	Aggregate holdings of Deferred Trust Units as at December 31, 2020(1)	Unvested Units as at December 31, 2020(2)	Unvested Units as at December 31, 2020(2)	Vested Deferred Trust Units not paid out or distributed as at December 31, 2020(3)	Vested Deferred Trust Units not paid out or distributed as at December 31, 2020(3)
	(#)	(#)	($)	(#)	($)
Pauline Alimchandani	55,420	46,244	278,851	9,176	55,331
Amar Bhalla	84,530	62,412	376,344	22,118	133,372
Joanne Ferstman	114,229	45,637	275,191	68,592	413,610
David Kaufman(4)	Nil	Nil	Nil	Nil	Nil
Karine MacIndoe	48,428	39,653	239,108	8,775	52,913
Michael Tsourounis	25,643	23,632	142,501	2,011	12,126

Notes:

(1) Includes Deferred Trust Units and Income Deferred Trust Units that have not vested, as well as those that would have vested, but were deferred at the election of the Trustee. Such Units vest on a five year vesting schedule, with no adjustment for performance goals or other conditions. See “Deferred Unit Incentive Plan”.
(2) Includes vested Deferred Trust Units and Income Deferred Trust Units. Based on the closing price on the TSX as at December 31, 2020 of $6.03 per Unit.
(3) Includes vested Deferred Trust Units and Income Deferred Trust Units for which issuance of Units has been deferred. Based on the closing price on the TSX as at December 31, 2020 of $6.03 per Unit.
(4) Mr. Kaufman resigned from the Trust and GP Board on October 13, 2020.

Incentive Plan Awards – Value Vested or Earned During 2020

Deferred Trust Units granted to the Trustees and the Directors and their related Income Deferred Trust Units vest on a five year vesting schedule, pursuant to which one-fifth of the Deferred Trust Units granted to such individuals and their related Income Deferred Trust Units will vest on each anniversary of the grant date for a period of five years.

Name	Unit-based awards – Value vested during the year(1) (2)	Non-equity incentive plan compensation – Value earned during the year
Pauline Alimchandani	$75,636	N/A
Amar Bhalla	$63,642	N/A
Joanne Ferstman	$94,804	N/A
David Kaufman(3)	$152,466	N/A
Karine MacIndoe	$31,048	N/A
Michael Tsourounis	$10,417	N/A

Notes:

(1) Based on the closing price on the TSX per Unit as at the vesting date.

(2) Includes Deferred Trust Units that vested but were deferred indefinitely at the election of the Trustee. Income Deferred Trust Units continue to be credited to holders of such Deferred Units. See “Deferred Unit Incentive Plan”.

(3) Mr. Kaufman resigned from the Trust and GP Board on October 13, 2020.

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Trustee and Director Unit Ownership Guidelines and Anti-Hedging Requirements

Under our Charter of Expectations for Trustees and our Charter of Expectations for Directors, each Independent Trustee and Independent Director is required to own Units or Deferred Trust Units with an aggregate value of at least three times the amount of their annual retainer (calculated including equity grants) over a five-year period, commencing twelve months after the date of their election or appointment. All Independent Trustees and Independent Directors currently meet or are on track to meet this requirement. The Charters also provide that Independent Trustees and Independent Directors may not engage in transactions that could reduce or limit the Trustee’s or Director’s economic risk with respect to their holdings of (a) Units or other securities of the Trust, or (b) outstanding Deferred Units under the Deferred Unit Incentive Plan, or other compensation awards the value or payment amount of which are derived from, referenced to or based on the value or market price of the Units or other securities of the Trust. Prohibited transactions include hedging strategies, equity monetization transactions, transactions using short sales, puts, calls, exchange contracts, derivatives and other types of financial instruments (including, but not limited to, prepaid variable forward contracts, equity swaps, collars and exchange funds), and limited recourse loans to the Trustee or Director secured by Units or other securities of the Trust.

2020 Trustee and Director Attendance Record

The tables below provide a summary of the attendance of the Trustees and the Directors at the Trust Board and the GP Board and committee meetings, as applicable, held during the year ended December 31, 2020. Attendance is a critical element for the Trustees and the Directors to perform their duties and responsibilities. The Trustees and the Directors are expected to attend all Trust Board, GP Board and committee meetings, as applicable, and the Boards do their best to arrange meetings so that all Trustees and Directors can attend, although circumstances do arise where it is impossible for a Trustee or Director to make a meeting particularly when the meetings are called on short notice.

Trust Board/Committee	Number of meetings	Attendance
Regular Trust Board Meetings	5	100%
Special Trust Board Meetings	3	100%
Audit Committee of the Trust Board Meeting	4	100%
Total meetings held and overall average attendance	12	100%
GP Board/Committee	Number of meetings	Attendance
Regular GP Board Meetings	5	100%
Special GP Board Meetings	3	100%
Audit Committee of the GP Board Meeting	4	100%
Governance, Compensation and Environmental Committee of the GP Board Meeting	2	100%
Total meetings held and overall average attendance	14	100%

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OTHER INFORMATION

Trustees’ Liability Insurance

The Trust carries trustees’ and officers’ liability insurance with a total annual aggregate policy limit of $40 million (comprised of a $10 million primary policy and three $10 million excess policies). The Trust also carries an additional $10 million of Side A difference in conditions (D.I.C.) coverage. Under this insurance coverage, the Trust will be reimbursed for payments made under indemnity provisions on behalf of Trustees contained in the Declaration of Trust, and pursuant to individual indemnity agreements between the Trust and each Trustee (the “ Indemnities ”) subject to a deductible payable by the Trust of $50,000 for securities claims and indemnifiable losses. The Declaration of Trust and the Indemnities provides for the indemnification in certain circumstances of Trustees from and against liability and costs in respect of any action or suit against them in respect of the execution of their duties of office.

Indebtedness of Trustees, Officers and Employees

There is no indebtedness of the Trustees, Directors or Named Executive Officers to the Trust.

Interest of Informed Persons in Material Transactions

Except as otherwise disclosed in this Circular (including under the heading “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”), the Trust and management are not aware of any material interest, direct or indirect, of any Trustee, executive officer of the Trust, trustee, director or executive officer of any subsidiary of the Trust, any person or company who beneficially owns, directly or indirectly, voting securities of the Trust or who exercises control or direction over voting securities of the Trust or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of the Trust, any trustee, director or executive officer of any such person or company, or any associate or affiliate of any of the foregoing, in any transaction since the Trust’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Trust or its subsidiaries. See also “Voting Information — Principal Holders of Voting Securities”.

Management Agreement

The Trust, Master LP and DAM are parties to a management agreement (the “ Management Agreement ”). Pursuant to the Management Agreement, DAM performs asset management services for the Trust and Master LP. In April 2019, the Trust entered into a Letter Agreement with Master LP and DAM, providing that for the period from April 1, 2019 to December 31, 2020 the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units, valued at $8.74 per Unit for purposes of determining the number of Units to be issued. The issuance of Units pursuant to the Letter Agreement received TSX and Unitholder approval in June 2019. During 2020, the Trust settled the asset management fee payable under the Management Agreement through the issuance of 1,108,424 Units.

On April 15, 2021, the Trust entered into the Second Letter Agreement with Master LP and DAM, providing that for the period from January 1, 2021 to December 31, 2023 the management fees payable to DAM pursuant to the Management Agreement will be satisfied by the delivery of Units, valued at the most recent year-end net asset value per Unit as determined and reported by the Trust to DAM, the asset manager of the Trust for purposes of determining the number of Units to be issued, subject to receipt of TSX approval and Unitholder approval at the Meeting. At the Meeting, Unitholders are being asked to consider and vote on the Fee Proposal Resolution authorizing the issuance and delivery of up to an aggregate of 5,000,000 Units to DAM, as contemplated by the Second Letter Agreement.

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Under the Management Agreement, DAM previously charged the Trust acquisition/origination fees, including an acquisition fee equal to 1.00% of the gross cost of any asset acquired or originated by Master LP or any subsidiary. In connection with the entering into of the Second Letter Agreement, the Trust and DAM also amended the Management Agreement to limit such acquisition fee to the Trust’s proportionate share of the gross cost of the asset at the time of acquisition. The Management Agreement, as amended, provides that, with respect to the calculation of the acquisition/origination fee payable to the Trust, in connection with the acquisition of an asset that will be a development or redevelopment project for Master LP or any subsidiary of Master LP for which DAM or its subsidiaries earns a development management fee, any amounts invested in such asset following the acquisition would not be included in the gross cost of such asset.

For further information, please see the disclosure under the heading “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”.

The head office of DAM is located at 30 Adelaide Street East, Suite 301, Toronto, Ontario, M5C 3H1. DAM is a subsidiary of Dream and an associate of Michael Cooper. As of the date of this Circular, the directors of DAM are Michael Cooper, James Eaton, Joanne Ferstman, Richard Gateman, Jane Gavan, Duncan Jackman, Jennifer Lee Koss, and Vincenza Sera and the executive officers of DAM are Michael J. Cooper, Jane Gavan, Robert Hughes, Jay Jiang, Jason Lester, Brian Pauls, Meaghan Peloso, Alexander Sannikov, Deborah Starkman, Bruce Traversy and Gordon Wadley. Each of the foregoing individuals is resident in Ontario, other than Richard Gateman who is resident in Alberta and Brian Pauls who is resident in the United States. See also “Statement of Corporate Governance Practices – Asset Management”. For more information, the Management Agreement and Letter Agreement are described in the 2020 Annual Information Form and copies are available on SEDAR at www.sedar.com.

The address for Dream and each of the parties to the Management Agreement, the Letter Agreement and the Second Letter Agreement is State Street Financial Centre, 30 Adelaide Street East, Suite 301, Toronto, ON M5C 3H1.

Framework Agreement with DAM

Effective January 1, 2018, the Trust, Master LP and DAM entered into a framework agreement (the “ Framework Agreement ”) that sets out the principal terms upon which DAM and Master LP have the right to work together (with or without additional parties) for the purpose of co-developing, owning, operating, leasing and/or selling or otherwise monetizing certain development properties (“ Co-Development Projects ”) that may be identified by DAM from time to time and approved by Master LP and to undertake certain activities in connection with such properties, with a view to maximizing the value of such properties for Dream Impact and DAM. The Framework Agreement sets out the parties’ intention with respect to structuring and governance of potential Co-Development Projects, should both DAM and Master LP agree to work together. It is expected that Dream Impact’s equity interest in any Co-Development Project would range between 50% to 100% and DAM’s interest would range between 0% to 50%. Under the terms of the Framework Agreement DAM is to act as developer for any Co-Development Projects and, on a project by project basis, the development fee that the Co-Development Project will pay to DAM in respect of projects exclusive to Master LP and DAM will be equal to 3.75% of total net revenues of the Co-Development Project, in line with market terms with third party development arrangements historically entered into by DAM. For Co-Development Project involving third parties, the development fee will be negotiated on a case by case basis with the parties involved. For rental properties, the development fee is expected to be based on the fair value of the project at substantial completion rather than net revenues. The commencement of such fees will vary depending on certain milestones being met, such as construction or sales commencement.

Other Agreements

Since January 1, 2020, Dream Impact entered into the following transactions with, among others, DAM, concerning development projects:

(a) We entered into a partnership with Harlo Capital for the purposes of investing in a 26-acre land assembly adjacent to the Scarborough GO Station (“ Scarborough Junction ”). We invested $3.4 million, inclusive of transaction costs and have a further commitment of $3.5 million to the development for a total investment of 45% equity ownership in the partnership.
(b) We increased our equity ownership from 18.75% to approximately 25% in the Frank Gehry Development, a landmark residential project in the heart of downtown Toronto. We have invested $36.6 million in the project.
(c) We increased our equity ownership from 40% to 44.5% in our Zibi development, our 34-acre project located in Ottawa, Ontario and Gatineau, Quebec.

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Co-Owned Property

Dream Office REIT is the co-owner of one incoming-producing property in our office portfolio. Subsidiaries of Dream Office REIT provide certain property management services in connection with the Co-owned Property.

Other Business

Management does not currently know of any matters to be brought before the Meeting other than those set forth in the Notice of Meeting accompanying this Circular.

Forward Looking Information

Certain information in this Circular may constitute “forward-looking information” within the meaning of applicable securities legislation. Specific forward-looking information in this Circular includes, without limitation, statements regarding our strategies to increase the value of the Trust’s developments and to grow the developments with the Trust’s portfolio into a high quality portfolio of income properties expected to contribute to recurring income in the future; the Trust’s expectations regarding the number of Units that may be issued to DAM in satisfaction of the management fees payable under the Management Agreement as contemplated by the Second Letter Agreement; and the Trust’s expectations regarding its future distribution policy. The forward-looking information in this Circular is presented for the purpose of providing disclosure of the current expectations of our future events or results, having regard to current plans, objectives and proposals, and such information may not be appropriate for other purposes. Forward-looking information may also include information regarding our respective future plans or objectives and other information that is not comprised of historical fact. Forward-looking information is predictive in nature and depends upon or refers to future events or conditions; as such, this Circular uses words such as “may”, “would”, “could”, “should”, “will” “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate” and similar expressions suggesting future outcomes or events to identify forward-looking information.

Any such forward-looking information is based on information currently available to us, and is based on assumptions and analyses made by us in light of our respective experiences and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances, including but not limited to: that no unforeseen changes in the legislative and operating framework for the respective businesses will occur; that we will meet our future objectives, priorities and growth targets; that we receive the licenses, permits or approvals necessary in connection with our projects; that we will have access to adequate capital to fund our future projects, plans and any potential future acquisitions; that our future projects and plans will proceed as anticipated; that we are able to identify high quality investment opportunities; that we find suitable partners with which to enter into joint ventures or partnerships; that we do not incur any material environmental liabilities and that future market, demographic and economic conditions will occur as expected.

However, whether actual results and developments will conform with the expectations and predictions contained in the forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, and the effects of which can be difficult to predict. Factors that could cause actual results or events to differ materially from those described in the forward-looking information include, but are not limited to: the risk of adverse global market, economic and political conditions and health crises; risks inherent in the real estate industry; risks relating to investment in development projects; impact investing strategy risk; the risk of undisclosed defects and obligations; the risk that developments may not be completed on the anticipated timelines, budgets or at all; risks relating to geographic concentration; risks inherent in investments in real estate, mortgages and other loans, and development and investment holdings; credit risk and counter party risk; competition with other third parties for investment opportunities; we may not be able to source suitable investments; potential environmental contamination at properties; climate change risks; we may incur significant capital expenditures and other fixed costs; risks relating to access to capital; interest rate risk; the risk of changes in government laws and regulations; tax risks; foreign exchange risks; uninsured or underinsured losses; risks relating to dependency on information technology systems; cyber security risks; risks relating to the Trust’s internal controls and procedures; risks associated with the Trust’s investment in mortgages; interest rate risk; changes in real estate values of the Trust’s secured real estate; the risk of mortgage defaults and foreclosure; risks related to the Trust’s ability to renew loans; risks related to the value of assets underlying the Trust’s investments; we rely on DAM; risks relating to joint ventures or partnerships; third party risks; risks relating to breaches of contracts; potential conflicts of interest; market fluctuations and restrictions on redemption; the risk that cash distributions are not guaranteed; risks relating to ownership of Units including potential dilution; risks relating to regulatory approvals; risks relating to insolvency events; and currency risk. For a further description of these and other factors that could cause actual results to differ materially from the forward-looking information contained, or incorporated by reference, in this Circular, see the risk factors discussed in our most recent

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annual information form and our most recent management’s discussion and analysis, which are available on our website at www.dreamimpacttrust.ca, on our SEDAR profile at www.sedar.com.

In evaluating any forward-looking information contained, or incorporated by reference, in this Circular, we caution readers not to place undue reliance on any such forward-looking information. Any forward-looking information speaks only as of the date on which it was made. Unless otherwise required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking information contained, or incorporated by reference, in this Circular to reflect subsequent information, events, results, circumstances or otherwise.

Additional Information

Additional information relating to the Trust is available on SEDAR at www.sedar.com and on our website at www.dreamimpacttrust.ca. Additional financial information is provided in the Trust’s financial statements and management’s discussion and analysis for the year ended December 31, 2020. Unitholders may request copies of the Trust’s financial statements and management’s discussion and analysis by sending a request in writing to:

Dream Impact Trust c/o Dream Asset Management Corporation Attention: Vice President and Chief Accounting Officer 30 Adelaide Street East, Suite 301 Toronto, Ontario M5C 3H1

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TRUST BOARD APPROVAL

The contents and sending of this Circular have been approved by the Trust Board. DATED at Toronto, Ontario, the 23[rd] day of April, 2021.

By Order of the Board of Trustees

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AMAR BHALLA Trustee and Chair of the Board

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APPENDIX A GLOSSARY OF TERMS

The following is a glossary of terms used frequently throughout the Meeting Materials. References to “we”, “our” and “us” refer to Dream Impact.

“ 2019 Amendments ” has the meaning given in the section entitled “Executive Compensation – Incentive Plan Awards – Deferred Unit Incentive Plan”.

“ 2020 Annual Information Form ” means the Trust’s annual information form dated March 31, 2021.

“ 2020 MD&A ” means the Trust’s management’s discussion and analysis of financial condition and results of operations in respect of our 2020 financial year, a copy of which has been filed on SEDAR.

“ Advance Notice Regulation ” has the meaning given in the section entitled “Statement of Corporate Governance Practices – Advance Notice Regulation”.

“ affiliate ” has the meaning ascribed thereto in NI 45-106.

“ associate ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Board ” means either the Trust Board or the GP Board and “ Boards ” means both of them.

“ Broadridge ” has the meaning given in the section entitled “Voting Information – Notice and Access”.

“ Business Day ” means a day, other than a Saturday, Sunday or statutory holiday, on which Canadian chartered banks are generally open in Toronto, Ontario for the transaction of banking business.

“ Circular ” means this management information circular dated April 23, 2021.

“ Co-Development Projects ” has the meaning given in the section entitled “Other Information – Framework Agreement with DAM”.

“ Co-owned Property ” means the commercial income-producing property that the Trust co-owns with Dream Office REIT.

“ Code of Conduct ” has the meaning given in the section entitled “Statement of Corporate Governance Practices – Code of Conduct”.

“ DAM ” means Dream Asset Management Corporation, a corporation governed by the laws of the Province of British Columbia and a subsidiary of Dream, and being the asset manager of the Trust and Master LP.

“ Declaration of Trust ” means the amended and restated declaration of trust of the Trust dated as of October 26, 2020, as amended or amended and restated from time to time.

“ Deferred Trust Units ” means deferred trust units under the Deferred Unit Incentive Plan.

“ Deferred Unit Incentive Plan ” means the deferred unit incentive plan adopted by the Trust on July 8, 2014 as amended from time to time.

“ Deferred Units ” means Deferred Trust Units and Income Deferred Trust Units.

“ DILP Limited Partnership Agreement ” means the amended and restated limited partnership agreement between Master GP and the Trust dated November 13, 2020.

“ Directors ” means members of the GP Board.

“ Disclosure Policy ” means the disclosure policy of the Trust.

“ Distribution Record Date ” means, unless otherwise determined by the Trust Board, the last Business Day of each month of each year, except for the month of December where the Distribution Record Date shall be December 31.

“ Diversity Policy ” has the meaning given in the section entitled “Statement of Corporate Governance Practices – Diversity Policy”.

“ DOT Amendments ” has the meaning given in the section entitled “Voting Information – Q & A on Voting”.

“ DOT Amendments Resolution ” has the meaning given in the section entitled “Business of the Meeting – Amendments to Declaration of Trust – DOT Amendments Resolution”.

“ Dream ” means Dream Unlimited Corp., a corporation governed by the laws of the Province of Ontario.

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“ Dream Impact ” means the Trust together with Master LP and Master GP and their subsidiaries.

“ Dream Industrial REIT ” means Dream Industrial Real Estate Investment Trust, an unincorporated open-ended real estate investment trust governed by the laws of the Province of Ontario.

“ Dream Office REIT ” means Dream Office Real Estate Investment Trust, an unincorporated, open-ended real estate investment trust governed by the laws of the Province of Ontario.

“ Fee Proposal Resolution ” has the meaning given in the section entitled “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”.

“ Five Year Grantee ” has the meaning given in the section entitled “Executive Compensation – Deferred Unit Incentive Plan”.

“ Framework Agreement ” has the meaning given in the section entitled “Other Information – Framework Agreement with DAM”.

“ Governmental Authority ” means any: (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, court, tribunal, commission, board or agency, domestic or foreign; or (ii) regulatory authority, including any securities commission or stock exchange.

“ GP Board ” means the board of directors of Master GP.

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Chartered Professional Accountants of Canada in Part I of The Chartered Professional Accountants Canada Handbook – Accounting, as amended from time to time.

“ Income Deferred Trust Units ” means income deferred trust units under the Deferred Unit Incentive Plan.

“ Indemnities ” has the meaning given in the section entitled “Other Information – Trustees’ Liability Insurance”.

“ Independent Director ” means a Director that is independent within the meaning of NI 58-101. Pursuant to NI 58101, an Independent Director is one who is not an employee or executive officer of the Trust and who is free from any direct or indirect relationship which could, in the view of the GP Board, be reasonably expected to interfere with such Director’s independent judgment.

“ Independent Trustee ” means a Trustee that is independent within the meaning of NI 58-101. Pursuant to NI 58101, an Independent Trustee is one who is not an employee or executive officer of the Trust and who is free from any direct or indirect relationship which could, in the view of the Trust Board, be reasonably expected to interfere with such Trustee’s independent judgment.

“ intermediary ” refers to a bank, trust company, securities dealer or broker, or director or administrator of a selfadministered RRSP, RRIF, RESP, TFSA or similar plan.

“ Killam ” has the meaning given in the section entitled “Business of the Meeting – Nominees to be Elected by Unitholders”.

“ Letter Agreement ” has the meaning given in the section entitled “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”.

“ Management Agreement ” has the meaning ascribed thereto under “Other Information - Interest of Informed Persons in Material Transactions – Management Agreement”.

“ Master GP ” means Dream Impact Master GP Inc., a corporation governed by the laws of the Province of Ontario and the general partner of Master LP and a wholly-owned subsidiary of Dream.

“ Master LP ” means Dream Impact Master LP, a limited partnership formed under the laws of the Province of Ontario.

“ Meeting ” means the annual and special meeting of Unitholders to be held on Monday, June 7, 2021 at 10:00 a.m. (Toronto time), and any postponements or adjournments thereof.

“ Meeting Materials ” means collectively, the Notice of Meeting, the Circular and the form of proxy.

“ MZO ” has the meaning given in the section entitled “Executive Compensation – Corporate Performance Goals and Achievements in 2020”.

“ Named Executive Officers ” has the meaning given in the section entitled “Executive Compensation – Compensation Discussion and Analysis”.

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“ Named Proxyholders ” has the meaning given in the section entitled “Voting Information – Q & A on Voting”.

“ NAV ” means the Trust’s net asset value calculated in accordance with the methodology set forth in our 2020 MD&A; see our 2020 MD&A under the heading “Non-IFRS Measures and Other Disclosure”. This non-IFRS measure is an important measure used by the Trust in evaluating the Trust’s and DAM’s (as asset manager) performance as it is an indicator of the intrinsic value of the Trust; however, it is not defined by IFRS, does not have a standardized meaning and may not be comparable with similar measures presented by other issuers. A reconciliation of net asset value to total unitholders’ equity per the consolidated financial statements can be found in the section “NAV and Reconciliation of Net Asset Value to Total Unitholders’ Equity” of our 2020 MD&A.

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions .

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees .

“ NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices .

“ Notice of Meeting ” means the notice of meeting accompanying the Circular.

“ Notice Package ” has the meaning given in the section entitled “Voting Information – Notice and Access”.

“ person ” includes any individual, firm, partnership, limited partnership, limited liability partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, director, executor, administrator, legal personal representative, estate, group, body corporate, trust, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status.

“ proxy deadline ” has the meaning given in the section entitled “Voting Information – Q&A on Voting”.

“ Record Date ” has the meaning given in the section entitled “Voting Information – Who Can Vote – Voting Securities”.

“ REIT ” means a real estate investment trust.

“ RESP ” means a registered education savings plan.

“ RRIF ” means a registered retirement income fund.

“ RRSP ” means a registered retirement savings plan.

“ Scarborough Junction ” has the meaning given in the section entitled “Other Information – Other Agreements with DAM”.

“ Second Letter Agreement ” has the meaning given in the section entitled “Business of the Meeting – Management Agreement Fee Proposal and Issuance of Units”.

“ subsidiary ” has the meaning ascribed to it in NI 45-106.

“ TFSA ” means a tax-free savings account.

“ Transfer Agent ” means Computershare Trust Company of Canada and its successors and assigns.

“ Trust ” means Dream Impact Trust, an unincorporated open-ended limited purpose trust established under the laws of the Province of Ontario.

“ Trust Board ” means the board of trustees of the Trust.

“ Trustee ” means a trustee of the Trust.

“ TSX ” means the Toronto Stock Exchange.

“ Unitholders ” means holders of Units.

“ Units ” means units of interest in the Trust authorized and issued under the Declaration of Trust.

“ Whistleblower Policy ” means the whistleblower policy of the Trust.

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APPENDIX B MANDATE FOR THE TRUST BOARD

The board of trustees (the “ Trust Board ”) of the Trust is elected by the holders of the units of the Trust (the “ Unitholders ”). The Trust Board is responsible for the stewardship of the activities and affairs of the Trust. The Trust Board seeks to discharge such responsibility by reviewing, discussing and approving the Trust’s strategic planning and organizational structure and supervising the asset manager of the Trust to oversee that the strategic planning and organizational structure enhance and preserve the business of the Trust and the underlying value of the Trust. The asset manager of the Trust, Dream Asset Management Corporation (the “ Asset Manager ”), provides asset management and other services to the Trust. Although trustees may be elected by the Unitholders to bring special expertise or a point of view to Board deliberations, they are not chosen to represent a particular constituency. The best interests of the Trust must be paramount at all times.

MEETINGS

The Trust Board shall meet at least once in each quarter, with additional meetings held as necessary to carry out its duties effectively. The Trust Board will hold a special meeting at least once a year to specifically discuss strategic planning and to review, discuss and approve the annual investment plan, which will be presented to the Trust by the Asset Manager. At the conclusion of every meeting of the Trust Board, the Trustees shall have an “in camera” session without any representatives of the Asset Manager present, with such meetings to be chaired by the chair of the Trust Board. The procedures for meetings of the Trust Board shall be determined by the chair, unless otherwise determined by the declaration of trust of the Trust, as amended and restated from time to time or a resolution of the Trust Board.

DUTIES OF TRUSTEES

The Trust Board discharges its responsibility for overseeing the management of the Trust’s activities and affairs by delegating to representatives of the Asset Manager the responsibility for day-to-day activities of the Trust. The Trust has also engaged the Asset Manager to provide certain services to the Trust. The Trust Board discharges its responsibilities both directly and by delegation through its standing Audit Committee. In addition to this regular committee, the Trust Board may appoint ad hoc committees periodically to address certain issues of a more shortterm nature.

The Trust Board’s primary role is overseeing the performance of the Asset Manager.

Other principal duties of the Trust Board include, but are not limited to the following categories:

Appointment of Management

The Trust Board is responsible for overseeing the Trust’s relationship with the Asset Manager.
The Trust Board may consider the appointment of executive officers and other senior management, and, should it do so, the Trust Board will, to the extent feasible, satisfy itself as to the integrity of these individuals and that they create a culture of integrity throughout the Trust.
The Trust Board oversees that succession planning programs, where applicable, are in place.

Trust Board Organization

The Trust Board is responsible for managing its own affairs by giving its approval for its composition and size, the selection of the chair of the Trust Board, candidates nominated for election to the Trust Board, committee and committee chair appointments, committee charters and compensation of the Trustees. At all times, a majority of the Trustees shall be resident Canadians.
The Trust Board may establish committees of the Trust Board, where required or prudent, and define their mandate. The Trust Board may delegate to committees of the Trust Board matters it is responsible for, including the approval of compensation of the Trustees, the conduct of performance evaluations and oversight of internal controls systems, however, the Trust Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.
The Trust Board will organize a program providing for the orientation of new Trustees and an education program to ensure that the Trustees maintain the skill and knowledge necessary to meet their obligations as Trustees.

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The Trust Board will review and assess, from time to time, but on not less than an annual basis, its size and composition and review the effectiveness of its operations and its governance policies and procedures. The Trust Board will also review its performance, that of its committees and the contribution of individual Trustees on an annual basis. The Trust Board will adopt and adhere to a formal procedure for evaluating the performance of the Trust Board and the committees of the Trust Board.

Strategic Planning

The Trust Board has oversight responsibility to participate directly, and through any committees of the Trust Board, in reviewing, questioning and approving the objectives and strategy of the Trust, including approving major decisions of the Trust and reviewing major strategic initiatives proposed by the Asset Manager to determine whether these accord with the long-term goals of the Trust.
The Trust Board is responsible for participating in the development of, and reviewing and approving, the business, financial and strategic plans by which it is proposed that the Trust may reach those goals, including reviewing and approving the annual investment plan presented to the Trust Board by the Asset Manager.
The Trust Board is responsible for supervising the activities, managing the investments and affairs of the Trust, including assessing performance of the Trust’s investments against the approved annual investment plan.
The Trust Board will consider alternate strategies in response to possible change of control transactions or take-over bids with a view to maximizing value for Unitholders.
The Trust Board is responsible for monitoring and assessing the resources required to implement the Trust’s business, financial and strategic plans and for safeguarding the Trust’s equity interests, including through approving issuances of debt and equity securities, periodically reviewing the debt strategy of the Trust and the setting of an appropriate distribution policy for the Trust.

Monitoring of Financial Performance and Other Financial Reporting Matters

The Trust Board is responsible for enhancing congruence between expectations of the Unitholders, the plans of the Trust and the performance of the Asset Manager.
The Trust Board is responsible for adopting processes for monitoring the Trust’s progress toward its strategic and operational goals, and to revise and alter its direction to senior management of the Asset Manager in light of changing circumstances affecting the Trust.
The Trust Board is responsible for reviewing and approving the reports issued to Unitholders, including annual financial statements, interim financial statements and the notes accompanying such financial statements.
The Trust Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Trust Board is required to approve under the Trust’s declaration of trust and other governing documents, including the payment of distributions, purchases and redemptions of securities, acquisitions and dispositions.
The Trust Board is responsible for reviewing and making recommendations with respect to any equity compensation plans of the Trust or changes to such plans, including, in particular, the Trust’s deferred unit incentive plan, including recommendations as to whom should receive grants of deferred units, the terms of such grants and the overall level of outstanding deferred units.

Risk Management

The Trust Board is responsible for overseeing the identification of the principal risks of the business of the Trust and the implementation of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of the Trust and achieving a proper balance between the risks incurred and the potential return to Unitholders.

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Corporate Governance

The Trust Board is generally responsible for promoting effective governance of the Trust, including developing the Trust’s approach to corporate governance and for approving policies and procedures to ensure the Trust has appropriate structures in place to permit the Trust Board to effectively discharge its duties and responsibilities.

Policies and Procedures

The Trust Board is responsible for:
(a) approving and assessing compliance with all significant policies and procedures by which the Trust is operated; and
(b) approving policies and procedures designed to ensure that the Trust operates at all times within applicable laws and regulations and in accordance with ethical and moral standards, including complying with the policies of the Trust.
The Trust Board is responsible for supporting a corporate culture of integrity and responsible stewardship and overseeing the discharge by the Trust of its responsibilities as a good corporate citizen, including environmental health and safety and social responsibility.
The Trust Board shall enforce its policy respecting confidential treatment of the proprietary information of the Trust and the confidentiality of the deliberations of the Trust Board.

Miscellaneous

The Trust Board is responsible for:
(a) overseeing the accurate reporting of the financial performance of the Trust to Unitholders, other securityholders and regulators on a timely and regular basis;
(b) overseeing that the financial results are reported fairly and in accordance with International Financial Reporting Standards and related legal disclosure requirements;
(c) encouraging effective and adequate communication with Unitholders, other stakeholders and the public;
(d) taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on the Trust;
(e) overseeing the Trust’s implementation of systems which accommodate feedback from Unitholders;
(f) ensuring the integrity and adequacy of internal controls and management information systems;
(g) maintaining records and providing reports to Unitholders; and
(h) setting an appropriate distribution policy, including determining the amount and timing of distributions to Unitholders.

ADVISORS

The Trust Board may, at the Trust’s expense, engage such outside financial, legal or other advisors as it determines necessary or advisable to permit it to carry out its duties and responsibilities, including approving any such advisor’s fees and other retention terms.

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APPENDIX C MANDATE FOR THE GP BOARD

Dream Impact Master LP is governed by the amended and restated limited partnership agreement between Dream Impact Master GP Inc. (the “ Corporation ”), as general partner, and Dream Impact Trust (the “ Trust ”) dated July 8, 2014 (the “ Partnership Agreement ”), as the same may be amended from time to time.

The board of directors of the Corporation (the “ Board ”) is responsible for the stewardship of the activities and affairs of the Corporation and, by virtue of the Corporation’s role as the general partner of Dream Impact Master LP, is also responsible for conducting, directing and managing all activities of Dream Impact Master LP subject to and in accordance with the terms and conditions of the Partnership Agreement.

The Board seeks to discharge such responsibilities by reviewing, discussing and approving the strategic planning and organizational structure of the Corporation and Dream Impact Master LP and by supervising Dream Asset Management Corporation (the “ Asset Manager ”), the asset manager of Dream Impact Master LP, to oversee that the strategic planning and organizational structure enhance and preserve the business and underlying value of Dream Impact Master LP and the Corporation. The Asset Manager provides asset management and other services to Dream Impact Master LP and its subsidiaries.

The Corporation’s articles of incorporation provide that the Board consist of not fewer than one, but not more than 10 directors. The Corporation’s Governance, Compensation and Environmental Committee proposes nominees for election as director and the directors of the Corporation are ultimately elected by Dream Asset Management Corporation, the sole shareholder of the Corporation.

MEETINGS

The Board shall meet at least once in each quarter, with additional meetings held as necessary to carry out its duties effectively. The Board will hold a special meeting at least once a year to specifically discuss strategic planning and to review, discuss and approve Dream Impact Master LP’s annual investment plan, which will be presented by the Asset Manager. At the conclusion of every Board meeting, the independent directors shall have an in camera session without any representatives of the Asset Manager present, chaired by the Chair of the Board. The procedures for meetings of the Board shall be determined by the Chair, unless otherwise determined by a resolution of the Board.

DUTIES OF DIRECTORS

The Board discharges its responsibility for overseeing the management of the Corporation’s and Dream Impact Master LP’s activities and affairs by delegating to representatives of the Asset Manager responsibility for day-to-day activities of the Corporation and Dream Impact Master LP. The Asset Manager also provides certain other services to the Trust. The Board discharges its responsibilities both directly and by delegation through its standing committees, the Audit Committee, and the Governance and Environmental Committee. In addition to these regular committees, the Board may appoint ad hoc committees periodically to address certain issues of a more short-term nature.

The Board’s primary role is overseeing the performance of the Asset Manager.

Other principal duties include, but are not limited to the following categories:

Appointment of Management

The Board is responsible for overseeing Dream Impact Master LP’s relationship with the Asset Manager, and reviewing matters relating to management of the Corporation and succession planning.
The Board may consider the appointment of executive officers and other senior management, and, should it do so, the Board will, to the extent feasible, satisfy itself as to the integrity of these individuals and that they create a culture of integrity throughout the Corporation and Dream Impact Master LP.
The Board oversees that succession planning programs, where applicable, are in place.

Board Organization

The Board will respond to recommendations received from the Governance and Environmental Committee, but retains responsibility for managing its own affairs by giving its approval for its

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composition and size, the selection of the chair of the Board, the selection of the lead director of the Board, if applicable, candidates nominated for election to the Board, committee and committee chair appointments, committee charters and director compensation. At all times, not less than 25% of the Board shall be resident Canadians.

The Board may establish committees of the Board, where required or prudent, and define their mandate. The Board may delegate to Board committees matters it is responsible for, including the approval of compensation of the Board and any internal senior management, the conduct of performance evaluations and oversight of internal controls systems, but the Board retains its oversight function and ultimate responsibility for these matters and all other delegated responsibilities.

Strategic Planning

The Board has oversight responsibility to participate directly, and through its committees, in reviewing, questioning and approving the objectives and strategy of the Corporation and Dream Impact Master LP, including, subject to the Partnership Agreement, approving major decisions of Dream Impact Master LP, and reviewing major strategic initiatives proposed by the Asset Manager to determine whether these accord with the long-term goals of Dream Impact Master LP.
The Board is responsible for participating in the development of, and reviewing and approving, the business, financial and strategic plans by which it is proposed that the Corporation or Dream Impact Master LP may reach those goals, including reviewing and approving the annual investment plan of Dream Impact Master LP presented to the Board by the Asset Manager.
The Board is responsible for supervising the activities, managing the investments and affairs of the Corporation and Dream Impact Master LP, including assessing performance of Dream Impact Master LP’s investments against the approved annual investment plan.
The Board is responsible for monitoring and assessing the resources required to implement Dream Impact Master LP’s business, financial and strategic plans and for safeguarding Dream Impact Master LP’s equity interests through the optimum utilization of Dream Impact Master LP’s capital resources, including through approving issuances of debt and equity securities and periodically reviewing the debt strategy of Dream Impact Master LP.

Monitoring of Financial Performance and Other Financial Reporting Matters

The Board is responsible for enhancing congruence between expectations of the partners of Dream Impact Master LP, its plans and management performance, including the performance of the Asset Manager.
The Board is responsible for adopting processes for monitoring Dream Impact Master LP’s progress toward its strategic and operational goals, and to revise and alter its direction to senior management of the Asset Manager in light of changing circumstances affecting Dream Impact Master LP.
The Board is responsible for reviewing and approving the reports issued to the Trust, including annual financial statements, interim financial statements and the notes accompanying such financial statements.
The Board is responsible for reviewing and approving material transactions outside the ordinary course of business and those matters which the Corporation, as general partner, is required to approve under the Partnership Agreement, including the payment of distributions, purchase and redemptions of securities, acquisitions and dispositions.

Risk Management

The Board is responsible for overseeing the identification of the principal risks of the investments being made by Dream Impact Master LP and the implementation and periodic review, approval of appropriate systems to effectively monitor and manage such risks with a view to the long-term viability of Dream Impact Master LP and achieving a proper balance between the risks incurred and the potential return to the partners of Dream Impact Master LP.

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Corporate Governance

The Board is responsible for developing the Corporation’s and Dream Impact Master LP’s approach to corporate governance and for approving policies and procedures to ensure the Corporation and Dream Impact Master LP each have appropriate structures in place to permit the Board to effectively discharge its duties and responsibilities.

Policies and Procedures

The Board is responsible for:
(a) approving and assessing compliance with all significant policies and procedures by which the Corporation or Dream Impact Master LP is operated; and
(b) approving policies and procedures designed to ensure that Dream Impact Master LP operates at all times within applicable laws and regulations and in accordance with ethical and moral standards.
The Board is responsible for supporting a corporate culture of integrity and responsible stewardship and overseeing the discharge by Dream Impact Master LP of its responsibilities as a good corporate citizen, including environmental health and safety and social responsibility.
The Board shall enforce its policy respecting confidential treatment of the proprietary information of the Corporation, and Dream Impact Master LP, and the confidentiality of Board deliberations.

Miscellaneous

The Board is responsible for:
(a) overseeing the accurate reporting of the financial performance of Dream Impact Master LP to the partners of Dream Impact Master LP, other securityholders and regulators on a timely and regular basis;
(b) overseeing that the financial results are reported fairly and in accordance with International Financial Reporting Standards and related legal disclosure requirements applicable to Dream Impact Master LP;
(c) taking steps to enhance the timely disclosure of any other developments that have a significant and material impact on Dream Impact Master LP;
(d) ensuring the integrity and adequacy of internal controls and management information systems;
(e) maintaining records and providing reports to the partners of Dream Impact Master LP; and
(f) setting an appropriate distribution policy, including determining the amount and timing of distributions to the partners of Dream Impact Master LP.

ADVISORS

The Board may, at Dream Impact Master LP’s expense, engage such outside financial, legal or other advisors as it determines necessary or advisable to permit it to carry out its duties and responsibilities, including approving any such advisor’s fees and other retention terms.

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APPENDIX D SECOND LETTER AGREEMENT

April 15, 2021

Dream Impact Trust (the “ Trust ”) Suite 301 State Street Financial Centre 30 Adelaide Street East Toronto, Ontario M5C 3H1 - and –

Dream Impact Master LP (the “ Partnership ”) Suite 301 State Street Financial Centre 30 Adelaide Street East Toronto, Ontario M5C 3H1

Attention: Mr. Amar Bhalla Chair, Board of Trustees of Dream Impact Trust Director, Dream Impact Master GP Inc.

Dear Amar

Amended and Restated Management Agreement dated April 15, 2021 (the “Management Agreement”) between Dream Asset Management Corporation (“DAM”), the Trust and the Partnership

Reference is made to the Management Agreement pursuant to which the Partnership has agreed to pay certain Management Fees (as defined in the Management Agreement) on a monthly basis to DAM in consideration for the services contemplated by the Management Agreement. Terms used in this letter agreement (“ Agreement ”) with initial capitals which are not defined in this Agreement are used with the meaning ascribed to such terms in the Management Agreement.

This letter confirms our agreement that effective for the period from January 1, 2021 until December 31, 2023, the Partnership will satisfy its obligation in respect of the payment of Management Fees plus applicable taxes pursuant to the Management Agreement by the delivery of units (“ Units ”) of the Trust, with the number of Units to be delivered to be determined by dividing the amount of the Management Fees plus applicable taxes payable by the net asset value per Unit as determined by the Trust and reported in the Trust’s most recently filed annual management discussion & analysis (“ NAV per Unit ”) prior to the date of issuance and delivery of the Units, rounded down to the nearest whole number.

The Trust agrees to issue an aggregate of up to 5,000,000 Units to DAM in consideration for a purchase price equal to the then applicable NAV per Unit. It is the current practice of the

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Partnership to settle the payment of Management Fees pursuant to the Management Agreement on a quarterly basis on March 31, June 30, September 30 and December 31 of each year. Units shall be issued as directed by the Partnership by notice to the Trust, on a quarterly basis. The first issuance of Units in accordance with this Agreement shall be in respect of the quarter ended March 31, 2021 and the last issuance of Units in accordance with this Agreement shall be in respect of the quarter ended December 31, 2023.

Performance of the parties’ obligations under this Agreement is subject to:

(a) approval of the TSX of the additional listing of up to 5,000,000 Units to be issued to DAM in accordance with the terms of this Agreement; and

(b) approval by a simple majority of the votes cast by unitholders of the Trust represented in person or by proxy at the meeting of unitholders of the Trust to be held on June 7, 2021, excluding the votes cast by DAM, its affiliates and any other unitholder required to be excluded from such approval in accordance with the requirements of the TSX.

If the approvals contemplated by clauses (a) and (b) above are not obtained prior to June 30, 2021 this agreement shall automatically terminate and be of no further force or effect and the obligations of DAM, the Partnership and the Trust under the Management Agreement shall continue unamended.

Sincerely,

DREAM ASSET MANAGEMENT CORPORATION

By: “Deborah Starkman”

Name: Deborah Starkman Title: Chief Financial Officer

The foregoing is acknowledged and agreed as of the date first written above.

DREAM IMPACT MASTER LP by its general partner, DREAM IMPACT MASTER GP INC.

By: “Amar Bhalla” Name: Amar Bhalla Title: Director

DREAM IMPACT TRUST

By: “Amar Bhalla” Name: Amar Bhalla Title: Trustee

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APPENDIX E AMENDMENTS TO DECLARATION OF TRUST

(See Attached)

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AMENDED AND RESTATED DECLARATION OF TRUST

governing

DREAM IMPACT TRUST

Amended and Restated as of ~~October 26J~~ une 7, ~~20202~~ 021

OSLER, HOSKIN & HARCOURT LLP

LEGAL ~~_1:67095983.11~~ :67095983.5

ARTICLE	1	THE TRUST AND DEFINITIONS	1
1.1		Definitions	1
1.2		Construction	6
1.3		Name	7
1.4		Use of Name	7
1.5		Office	7
1.6		Confirmation of Establishment of Trust	7
1.7		Nature of the Trust	7
1.8		Purpose of the Trust	8
1.9		Accounting Principles	8
ARTICLE	2	TRUSTEES	9
2.1		Number	9
2.2		Term of Office	9
2.3		Qualifications of Trustees	9
2.4		Election of Trustees	10
2.5		Resignations, Removal and Death of Trustees	10
2.6		Vacancies	~~10~~ ~~1~~1
2.7		Successor and Additional Trustees	11
2.8		Compensation and Other Remuneration	11
2.9		Officers of the Trust	11
ARTICLE	3	TRUSTEES’ POWERS AND DUTIES	~~11~~ ~~1~~2
3.1		General Powers	~~11~~ ~~1~~2
3.2		Specific Powers and Authorities	12
3.3		Further Powers of the Trustees	16
3.4		Limitations on Powers	~~16~~ ~~1~~7
3.5		Standard of Care	~~16~~ ~~1~~7
3.6		Reliance Upon Trustees	17
3.7		Determinations of Trustees Binding	17
3.8		Conflict of Interest	17
ARTICLE	4	INVESTMENT GUIDELINES AND OPERATING POLICIES	20
4.1		Investment Guidelines	20
4.2		Operating Policies	~~20~~ ~~2~~1
4.3		Amendments to Investment Guidelines and Operating Policies	21
4.4		Regulatory Matters	21
4.5		Annual Investment Plan	~~21~~ ~~2~~2
ARTICLE	5	UNITS	~~21~~ ~~2~~2
5.1		Trust Units	~~21~~ ~~2~~2
5.2		Units	22
5.3		Special Trust Units	22
5.4		Preferred Units	~~22~~ ~~2~~3
5.5		Allotment and Issue of Trust Units	~~23~~ ~~2~~4
5.6		Consideration for Trust Units	24
5.7		Consolidation of Each Series of Units and Fractional Units	24
5.8		Title to Trust Property	~~24~~ ~~2~~5

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5.9	Non-Resident Ownership Constraint	25
5.10	Rights, Warrants, Options and Other Securities	~~25~~ ~~2~~6
5.11	Commissions	26
5.12	Transferability	26
5.13	Certificates	~~26~~ ~~2~~7
5.14	No Certificates for Special Trust Units	~~27~~ ~~2~~8
5.15	Register	~~27~~ ~~2~~8
5.16	Successors in Interest to the Unitholders	28
5.17	Units Held Jointly or in Fiduciary Capacity	28
5.18	Performance of Trusts	~~28~~ ~~2~~9
5.19	Death of a Unitholder	29
5.20	Unclaimed Payments	29
5.21	Redemption of Units	29
5.22	Purchase of Units	33
5.23	Right to Acquire	33
5.24	Redemption of Initial Unit	36
ARTICLE 6	MEETINGS OF THE UNITHOLDERS	~~36~~ ~~3~~7
6.1	Annual Meeting	~~36~~ ~~3~~7
6.2	Special Meetings	~~36~~ ~~3~~7
6.3	Notice of Meeting of the Unitholders	38
6.4	Quorum	38
6.5	Voting	~~38~~ ~~3~~9
6.6	Unitholder Vote on Sale of Trust Property	~~38~~ ~~3~~9
6.7	Class Approval	39
6.8	Record Dates	39
6.9	Proxies	~~39~~ ~~4~~0
6.10	Personal Representatives	40
6.11	Attendance by Others	~~40~~ ~~4~~1
6.12	Conduct of Meetings	~~40~~ ~~4~~1
6.13	Binding Effect of Resolutions	41
6.14	Resolution in Lieu of Meeting	41
6.15	Actions by the Unitholders	41
ARTICLE 7	MEETINGS OF THE TRUSTEES	41
7.1	Trustees May Act Without Meeting	41
7.2	Notice of Meeting	41
7.3	Quorum	~~41~~ ~~4~~2
7.4	Voting at Meetings	42
7.5	Meeting by Telephone	42
ARTICLE 8	DELEGATION OF POWERS	42
8.1	General	42
8.2	Audit Committee	~~42~~ ~~4~~3
8.3	Additional Committees	43
8.4	Management of the Trust	43
ARTICLE 9	DISTRIBUTIONS	~~43~~ ~~4~~4
9.1	Distributions	~~43~~ ~~4~~4

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9.2	Allocation	45
9.3	Payment and Method of Distributions	45
9.4	Income Tax Matters	~~46~~ ~~4~~7
9.5	Designations	~~46~~ ~~4~~7
9.6	Withholding Taxes	47
9.7	Definitions	47
ARTICLE 10	FEES AND EXPENSES	47
10.1	Expenses	47
ARTICLE 11	AMENDMENTS TO THE DECLARATION OF TRUST	48
11.1	Amendment by the Trustees	48
11.2	Amendments by the Unitholders	49
11.3	Supplemental Declaration of Trust	~~49~~ ~~5~~0
11.4	No Termination	~~49~~ ~~5~~0
11.5	Matters Submitted for Vote of Unitholders	50
ARTICLE 12	TERMINATION OF TRUST	50
12.1	Termination of the Trust	50
12.2	Effect of Termination	50
ARTICLE 13	LIABILITIES OF THE TRUSTEES AND OTHERS	~~50~~ ~~5~~1
13.1	Liability and Indemnification of the Trustees	~~50~~ ~~5~~1
13.2	Liability of the Trustees	51
13.3	Reliance Upon Advice	51
13.4	Liability of the Unitholders and Others	51
13.5	Execution of Documents on Behalf of the Trust	52
ARTICLE 14	GENERAL	~~52~~ ~~5~~3
14.1	Execution of Instruments	~~52~~ ~~5~~3
14.2	Manner of Giving Notice	~~52~~ ~~5~~3
14.3	Failure to Give Notice	53
14.4	Auditors	53
14.5	Change of Auditors	53
14.6	Fiscal Year	~~53~~ ~~5~~4
14.7	Reports to the Unitholders	~~53~~ ~~5~~4
14.8	Trust Property to be Kept Separate	~~53~~ ~~5~~4
14.9	Trustees May Hold Units	~~53~~ ~~5~~4
14.10	Trust Records	54
14.11	Right to Inspect Documents	54
14.12	Taxation Information	54
14.13	Income Tax Election	~~54~~ ~~5~~5
14.14	Consolidations	~~54~~ ~~5~~5
14.15	Counterparts	~~54~~ ~~5~~5
14.16	Severability	55
14.17	Governing Law	55
14.18	Language	55

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AMENDED AND RESTATED DECLARATION OF TRUST

THIS AMENDED AND RESTATED DECLARATION OF TRUST governing Dream Impact Trust was made as of April 28, 2014, amended and restated as of July 8, 2014 and October 26, 2020 and is hereby amended and restated as of ~~October 26J~~ une 7, ~~20202~~ 021.

RECITALS:

A. Pursuant to a declaration of trust dated April 28, 2014 (the “ Original Declaration of Trust ”), the Trust was formed as a trust under the laws of the Province of Ontario and the Trust was, on that date, settled with $10.00 in lawful money of Canada;
B. The beneficiaries of the Trust are the holders of Units;
C. The Original Declaration of Trust was amended and restated as of July 8, 2014 and October 26, 2020;
D. The undersigned Trustees wish to further amend and restate the Declaration of Trust in its entirety by executing this Declaration of Trust to confirm certain amendment ~~s, including the change of the name of the Trust to “Dream Impact Trust”;~~ and
E. For the avoidance of doubt, this amendment and restatement of the Declaration of Trust shall not constitute a termination or a resettlement of the trust created by the Declaration of Trust.

NOW THEREFORE, the undersigned Trustees confirm and declare that they hold in trust as trustees the sum of TEN DOLLARS ($10.00) and all other property, real, personal or otherwise, tangible or intangible, which has been at the date hereof or is hereafter transferred, conveyed or paid to or otherwise received by them as such Trustees or to which the Trust is otherwise entitled and all rents, income, profits and gains therefrom for the benefit of the Unitholders hereunder in accordance with and subject to the express provisions of this Declaration of Trust.

ARTICLE 1 THE TRUST AND DEFINITIONS

1.1 Definitions

For the purposes of this Declaration of Trust, unless the context otherwise requires, the following terms shall have the respective meanings set out below:

“ Affiliate ” means, with respect to any Person, a Person who is an “affiliate” of that first mentioned Person within the meaning of NI 45-106;

“ Annual Investment Plan ” means the annual investment plan prepared and presented to the Trust Board by the Asset Manager pursuant to the terms of the Management Agreement;

“ annuitant ” means the annuitant or beneficiary of a Plan, or of any plan of which a unitholder acts as a trustee or a carrier;

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“ Asset Manager ” means DREAM and its successors and permitted assigns under the Management Agreement;

“ Associate ” means, with respect to any Person, a Person who is an “associate” of that first mentioned Person as that term is defined in the Securities Act (Ontario);

“ Audit Committee ” means the committee of the Trustees established pursuant to Section 8.2;

“ Auditors ” means the firm of chartered accountants appointed as the auditors of the Trust from time to time in accordance with Section 14.4;

“ Business Day ” means any day other than a Saturday or a Sunday or statutory holiday on which Canadian chartered banks are open in the City of Toronto in the Province of Ontario for the transaction of banking business;

“ CBCA ” means the Canada Business Corporations Act , as amended from time to time;

“ CDS ” means CDS Clearing and Depository Services Inc., together with its successors from time to time;

“ Chair ”, “ Vice-Chair ”, “ President ”, “ Chief Executive Officer ”, “ Chief Financial Officer ”, “ Executive Vice President ”, “ Senior Vice President ”, “ Vice President ”, “ Treasurer ” and “ Secretary ” mean the Person(s) holding the respective offices from time to time, if so appointed by the Trustees;

“ Closing Date ” means the date on which the initial public offering of Units by the Trust pursuant to the Prospectus was completed;

“ consolidation ” means a consolidation, combination or reduction (other than by way of redemption or purchase) in outstanding Trust Units into a lesser number of Trust Units;

“ control ” has the meaning given in NI 45-106;

“ Declaration of Trust ” means this amended and restated declaration of trust, as it may be further amended, supplemented and/or restated from time to time;

“ Dissenting Offeree ” means, where a take-over bid is made for all of the Units other than those held by the Offeror (and its Affiliates and Associates), a Unitholder who does not accept the take-over bid and includes a subsequent holder of those Units who acquires them from the first mentioned holder;

“ Distribution Date ” means, with respect to a distribution by the Trust, a Business Day determined by the Trustees for any calendar month to be on or about the 15th day of the following calendar month;

“ DREAM ” means DREAM Asset Management Corporation, a corporation governed by the laws of the Province of British Columbia, a Subsidiary of DREAM Unlimited Corp., and its successors and permitted assigns;

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“ Exchangeable Securities ” means securities which are exchangeable into Units, including without limitation, the LP B Units;

“ Exchange and Support Agreement ” means an exchange and support agreement to be entered into in connection with the issuance (if any) of Special Trust Units between the Trust, the Partnership and each additional person who becomes, from time to time, a holder of Exchangeable Securities, as any such agreement may be amended, supplemented and/or restated from time to time;

“ General Partner ” means the general partner of the Partnership from time to time, and initially, Dream ~~AlternativesI~~ mpact Master GP Inc., a corporation existing under the laws of the Province of Ontario;

“ IFRS ” means International Financial Reporting Standards established by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants in Part I of The Canadian Institute of Chartered Accountants Handbook – Accounting, as amended from time to time;

“ Income of the Trust ” for any taxation year of the Trust means the net income for the year determined pursuant to the provisions of the Tax Act having regard to the provisions thereof which relate to the calculation of taxable income of a trust, without reference to paragraph 82(1)(b) (dividend gross up) and subsection 104(6) (deduction for payments out of the Trust) of the Tax Act (including any income realized by the Trust on the redemption of Units in specie ) and taking into account such other adjustments as may be determined in the sole discretion of the Trustees, provided, however, that capital gains and capital losses shall be excluded from the computation of net income;

“ Independent Trustee ” means any Trustee who is independent for purposes of NI 58-101;

“ Limited Partnership Agreement ” means the amended and restated limited partnership agreement governing the Partnership between the General Partner, the Trust, and each additional person who becomes, from time to time, a limited partner or who is a successor to the initial limited partner, dated as of ~~July 8N~~ ovember 13, ~~20142~~ 020, as it may be further amended, supplemented and/or restated from time to time;

“ LP A Unit ” means a unit of interest in the Partnership designated as an LP A Unit and having the rights and attributes described in the Partnership Agreement with respect thereto;

“ LP B Unit ” means a unit of interest in the Partnership designated as an LP B Unit which may from time to time be created and issued by Dream ~~AlternativesI~~ mpact Master LP;

“ Management Agreement ” means the management agreement dated ~~July 8~~ April 15, ~~20142~~ 021 between the Partnership, the Trust and the Asset Manager, as it may be amended, supplemented and/or restated from time to time;

“ Monthly Limit ” has the meaning set out in Subsection 5.21(e);

“ mortgage ” means any mortgage, charge, hypothec, bond, debenture, note or other evidence of indebtedness, in each case which is directly or indirectly secured by real property;

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“ Net Realized Capital Gains of the Trust ” for any year means the amount, if any, by which the aggregate amount of the realized capital gains of the Trust for the year, calculated in accordance with the provisions of the Tax Act, exceeds the aggregate of: (i) the aggregate amount of any realized capital losses of the Trust for the year, calculated in accordance with the provisions of the Tax Act; (ii) any capital gains which are realized by the Trust in the year (including any capital gains realized by the Trust on the disposition of the units of the Partnership and any other property of the Trust) designated as having been paid to the redeeming Unitholders pursuant to Section 5.21; (iii) the amount determined by the Trustees in respect of any net capital losses of the Trust (as defined in the Tax Act) carried forward from prior taxation years to the extent not previously deducted from realized capital gains of the Trust; and (iv) any amount in respect of which the Trust is entitled to a capital gains refund under the Tax Act, as determined by the Trustees; provided that at the discretion of the Trustees, the Net Realized Capital Gains of the Trust for a year may be calculated without subtracting the full amount of the net capital losses of the Trust for the year and/or without subtracting the full amount of the net capital losses of the Trust carried forward from prior years;

“ NI 45-106 ” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

“ NI 58-101 ” means National Instrument 58-101 – Disclosure of Corporate Governance Practices of the Canadian Securities Administrators;

“ Non-Resident Beneficiaries ” has the meaning given in Section 5.9;

“ Notes ” means the promissory notes, bonds, debentures, debt securities or similar evidence of indebtedness issued by a Person;

“ Offeree ” means a Person to whom a take-over bid is made;

“ Offeror ” means a Person, other than an agent or mandatory, and includes two or more persons acting jointly or in concert, that makes a take-over bid;

“ Partnership ” means Dream ~~AlternativesI~~ mpact Master LP, a limited partnership created under the laws of the Province of Ontario, and its successors and permitted assigns;

“ Person ” includes an individual, sole proprietorship, corporation, company, partnership, limited partnership, joint venture, association, trust, trustee, unincorporated organization, limited liability company, société à responsabilité limitée, or government or any agency or instrumentality thereof, or any other entity recognized by law;

“ Plans ” means, collectively, trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, tax-free savings accounts and registered education savings plans under the Tax Act;

“ Preferred Unit ” means a preferred unit representing an interest in the Trust (other than a Special Trust unit or a Unit) created, authorized and issued hereunder and having the rights and attributes established by the Trustees from time to time in accordance with Section 5.3;

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“ Prospectus ” means the final prospectus of the Trust dated July 4, 2014 relating to the initial public offering of Units;

“ real property ” means property which in law is real property and includes, whether or not the same would in law be real property, leaseholds, mortgages, undivided joint interests in real property (whether by way of tenancy-in-common, joint tenancy, co-ownership, partnership, joint venture or otherwise), any interests in any of the foregoing and securities of corporations, trusts or partnerships whose sole or principal purpose and activity is to invest in, hold and deal in real property;

“ Redemption Date ” has the meaning set out in Subsection 5.21(c);

“ Redemption Price ” has the meaning set out in Subsection 5.21(c);

“ Register ” has the meaning set out in Section 5.14;

“ Resident Canadian ” means an individual or corporation who is a resident of Canada for purposes of the Tax Act;

“ Services Agreement ” means the services agreement dated July 8, 2014 between the Trust, the Partnership and Dream Office Management Corp., as amended, supplemented and/or restated from time to time;

“ SIFT Taxes ” means tax payable under paragraph 122(1)(b) of the Tax Act;

“ Special Trust Unit ” means a unit of the Trust (other than a Unit or a Preferred Unit) authorized and issued hereunder to a holder of Exchangeable Securities;

“ Subsidiary ” has the meaning given in NI 45-106;

“ Subsidiary Securities ” means the securities of Dream ~~AlternativesI~~ mpact Master LP or the securities of a Subsidiary of Dream ~~AlternativesI~~ mpact Master LP, as the Trust Board may determine from time to time;

“ take-over bid ” has the meaning given to such term in the Securities Act (Ontario);

“ Tax Act ” means the Income Tax Act (Canada) and the Income Tax Regulations (Canada), as they are amended from time to time;

“ Transfer Date ” has the meaning set out in Section 5.21(f);

“ Trust ” means the trust constituted hereunder but, for certainty, unless otherwise expressly provided, does not include any Subsidiaries or Affiliates thereof;

“ Trust Board ” means the board of Trustees of the Trust;

“ Trust Liability ” has the meaning set out in Subsection 13.4(a);

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“ Trust Property ” means, at any particular time, any and all property and assets of the Trust, including all proceeds therefrom;

“ Trust Units ” has the meaning in Section 5.1;

“ Trustees ” means, as of any particular time, all of the trustees holding office under and in accordance with this Declaration of Trust, in their capacity as trustees hereunder and “ Trustee ” means any one of them;

“ Trustees’ Regulations ” means the regulations adopted by the Trustees pursuant to Section 3.3 or Section 6.9 from time to time;

“ Unit ” means a unit representing an interest in the Trust (other than a Special Trust Unit or a Preferred Unit) authorized and issued hereunder and having the rights and attributes set out in Section 5.1;

“ Unitholder ” means a Person whose name appears on the Register as a holder of one or more Units; but “ unitholders ”, when used in lower case type, refers to all holders of Trust Units whose names appear on the Register as holders of one or more Trust Units; and

“ year-end distribution ” has the meaning set out in Section 9.1.

1.2 Construction

In this Declaration of Trust, unless otherwise expressly stated or the context otherwise requires:

(a) references to “Declaration of Trust”, “Amended and Restated Declaration of Trust”, “this Declaration of Trust”, “the Declaration of Trust”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions are references to this Declaration of Trust, as amended, restated, modified, replaced and/or supplemented from time to time and not to any particular Article or Section, and references to an “Article”, “Section”, “Subsection”, “Schedule” or “clause” are references to the specified Article, Section, Subsection, Schedule or clause of this Declaration of Trust;
(b) the division of this Declaration of Trust into Articles, Sections, Subsections and clauses and the insertion of headings and a table of contents are provided for convenience of reference only and shall not affect the construction or interpretation thereof;
(c) words importing the singular shall include the plural and vice versa , and words importing gender shall include the masculine, feminine and neuter genders;
(d) the words “includes” and “including”, when following any general term or statement, are not to be construed as limiting the general term or statement to the specific items or matters set forth or to similar items or matters, but rather as referring to all other items or matters that could reasonably fall within the broadest possible scope of the general term or statement;

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(e) reference to any statute, rule or instrument shall be deemed to be a reference to such statute, rule or instrument as amended, re-enacted or replaced from time to time, including every regulation made pursuant thereto, all amendments to the statute, rule or instrument or to any such regulation in force from time to time, and any statute, rule or instrument or regulation which supplements or supersedes such statute, rule or instrument or any such regulation;
(f) unless otherwise specified, all references to money amounts are to the lawful currency of Canada; and
(g) for certainty, unless otherwise expressly provided herein, where any reference is made in this Declaration of Trust, in any resolution of the Unitholders or the Trustees or in any agreement or other document to the Trust as a party or as an owner of property, or to an act to be performed by or a covenant given by the Trust, such reference shall be construed and applied for all purposes as if it referred to the Trustees, in their capacity as trustees of the Trust under this Declaration of Trust.

1.3 Name

The name of the Trust is “ Dream Impact Trust ” in its English form and “ Fiducie d’impact Dream ” in its French form. As far as practicable and except as otherwise provided in this Declaration of Trust, the Trustees shall conduct the affairs of the Trust, hold property, execute all documents and take all legal proceedings under that name, in either its English or French form.

1.4 Use of Name

Should the Trustees determine that the use of the name Dream Impact Trust in its English form or Fiducie d’impact Dream in its French form is not practicable, legal or convenient, they may use such other designation, or they may adopt such other name for the Trust, as they deem appropriate, and the Trust may hold property and conduct its activities under such other designation or name.

1.5 Office

The principal office and centre of administration of the Trust shall be located at 30 Adelaide Street East, Suite 301, Toronto, Ontario, M5C 3H1 or at such other address in Canada as may be determined by the Trustees in their discretion. The Trust may have such other offices or places for the conduct of its affairs as the Trustees or management of the Trust or any of its Subsidiaries may from time to time determine to be necessary or desirable.

1.6 Confirmation of Establishment of Trust

The Trustees hereby declare and agree to continue to hold and administer the Trust Property in trust for the use and benefit of the Unitholders, their successors, permitted assigns and personal representatives, and subject to the terms and conditions hereinafter declared and set forth, such trust to constitute the Trust hereunder.

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1.7 Nature of the Trust

The Trust is an unincorporated open-ended trust established under the laws of the Province of Ontario. The Trust shall be governed by the general law of trusts, except as such general law of trusts has been or is from time to time modified, altered or abridged for the Trust by:

(a) applicable laws and regulations or other requirements imposed by applicable securities or other regulatory authorities; and
(b) the terms, conditions and trusts set forth in this Declaration of Trust.

The beneficial interest and rights generally of a unitholder shall be limited to the right to participate pro rata in distributions payable to unitholders when and as declared by the Trustees as contemplated by Article 9 and distributions payable to unitholders upon the termination of the Trust as contemplated in Article 12. The Trust is not, is not intended to be, 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, the unitholders, or any of them for any purpose be, or be deemed to be treated in any way whatsoever to be, liable or responsible hereunder as partners or joint venturers. The Trustees shall not be, or be deemed to be, agents of the unitholders. The relationship of the unitholders to the Trustees, to the Trust and to the Trust Property shall be solely that of beneficiaries in accordance with this Declaration of Trust.

1.8 Purpose of the Trust

The purpose of the Trust is to invest in limited partnership units of the Partnership for the exclusive benefit of the unitholders, and to distribute the Trust Property upon termination of those activities by the Trust in accordance with Article 12. The principal undertaking and activity of the Trust will be to act as the sole limited partner of the Partnership and to carry out all the duties and obligations of the limited partner set out in the Limited Partnership Agreement. In addition to the foregoing, related undertakings and activities of the Trust will be: (a) the transfer, acquisition or acceptance of the Trust Property determined by the Trustee from time to time and the administration of such Trust Property; (b) arranging for the funding of such acquisitions to the extent necessary; (c) the granting of security in the Trust Property for the obligations of the Trust; and (d) all such other activities as may be reasonably incidental to the foregoing or necessary in connection with the performance by the Trustee of its obligations under any agreement to which it is or may become a party for such purposes or in connection with such activities, all in such manner and on such terms as the Trustees, acting reasonably, deem appropriate. Notwithstanding the foregoing or any other provision of this Declaration of Trust, at no time will the Trust’s activities include an activity, nor will the Trust take any action, nor will the Trust make any investment that would: (x) prevent the Trust from qualifying as a “mutual fund trust” or cause it to disqualify as such as defined in the Tax Act; or (y) result in the Trust being liable to pay a tax imposed under Part XII.2 of the Tax Act. The Trust shall not engage directly or indirectly in any activity other than the activities permitted by this Section 1.8.

1.9 Accounting Principles

Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made

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for the purpose of this Declaration of Trust, such determination or calculation shall, to the extent applicable and except as otherwise specified herein or as otherwise agreed in writing by the parties, be made in accordance with IFRS, and all financial data prepared pursuant to this Declaration of Trust shall be prepared in accordance with such principles, consistently applied. In the event of a change in IFRS, the Trustees shall revise (if appropriate) the financial data prepared pursuant to this Declaration of Trust to reflect IFRS as then in effect, in which case all financial data shall be made on a basis consistent with IFRS in existence as at the date of such revisions.

ARTICLE 2 TRUSTEES

2.1 Number

From and after the Closing Date, there shall be at all times no fewer than three and no more than ten Trustees. There shall be three Trustees on the Closing Date. The number of Trustees may only be changed within such limits by the unitholders or, if authorized by the unitholders, by the Trustees, provided that the Trustees may not, between meetings of the unitholders, appoint an additional Trustee if, after such appointment, the total number of Trustees would be greater than one and one-third times the number of Trustees in office immediately following the last annual meeting of the unitholders. A vacancy occurring among the Trustees may be filled by resolution of the remaining Trustees so long as they constitute a quorum or by the unitholders at a meeting of the unitholders.

2.2 Term of Office

The Trustees on the Closing Date shall hold office for a term expiring at the close of the first annual meeting of the unitholders or until their respective successors are elected or appointed and shall be eligible for re-election. Thereafter, the Trustees shall be elected at each annual meeting of the unitholders for a term expiring at the conclusion of the next annual meeting or until their successors are elected or appointed and shall be eligible for re-election. Trustees appointed by the Trustees between meetings of the unitholders or to fill a vacancy, in each case in accordance with Section 2.1, shall be appointed for a term expiring at the conclusion of the next annual meeting of the unitholders or until their successors are elected or appointed and shall be eligible for election or re-election.

2.3 Qualifications of Trustees

(a) A Trustee shall be an individual at least 18 years of age who has not been found to be of unsound mind by a court in Canada or elsewhere and who does not have the status of bankrupt. Trustees are not required to hold Trust Units.
(b) A majority of Trustees shall be at all times Resident Canadians. If at any time a majority of Trustees are not Resident Canadians because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of any Trustee who was a Resident Canadian Trustee, the remaining Trustees, whether or not they constitute a quorum, shall appoint a sufficient number of Resident Canadian Trustees to comply with this requirement.

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~~(c) EachI~~ n addition to the foregoing, at least 75% of the Trustees shall be at all times ~~an I~~ ndependent ~~Trustee. IfT~~ rustees provided, however, that if at any time ~~a Trustee ceases to be an7~~ 5% of the Trustees are not Independent ~~TrusteeT~~ rustees because of the death, resignation, bankruptcy, adjudicated incompetence, removal or change in circumstance of ~~such~~ any Trustee who was an Independent Trustee, this requirement shall not be applicable for a period of 60 days thereafter, during which time ~~such Trustee shall resign and t~~ he remaining Trustees ~~, whether or not they constitute a quorum, shall, to the extent required by this Declaration of Trust,~~ shall appoint a ~~replacement Trustee in accordances~~ ufficient number of Independent Trustees to comply with ~~the provisions of t~~ his ~~Declaration of Trustr~~ equirement.

(c)

2.4 Election of Trustees

The election of the Trustees shall be at each meeting of unitholders at which an election of Trustees is proposed. The election or appointment of any Trustee (other than an individual who is serving as a Trustee immediately prior to such election or appointment) shall not become effective unless and until such individual shall have in writing accepted his or her election or appointment and agreed to be bound by the terms of this Declaration of Trust.

2.5 Resignations, Removal and Death of Trustees

(a) A Trustee may resign at any time by an instrument in writing signed by him/her and delivered or mailed to the Chair or, if there is no Chair, each other Trustee. Such resignation shall take effect on the date such notice is given or at any later time specified in the notice.
(b) A Trustee may be removed at any time with or without cause by a majority of the votes cast at a meeting of the unitholders called for that purpose or by the written consent of the unitholders holding in the aggregate not less than a majority of the outstanding Trust Units entitled to vote thereon or with cause by a resolution passed by an affirmative vote of not less than 66⅔% of the other Trustees. Any removal of a Trustee shall take effect immediately following the aforesaid vote or resolution, and any Trustee so removed shall be so notified by the Chair or another officer of the Trust forthwith following such removal.
(c) Upon the resignation or removal of any Trustee, or his or her otherwise ceasing to be a Trustee, he or she shall: (i) cease to have the rights, privileges and powers of a Trustee hereunder; (ii) execute and deliver such documents as the remaining Trustees shall reasonably require for the conveyance of any Trust Property held in his or her name; (iii) account to the remaining Trustees as they may require for all property which he or she holds as Trustee; and (iv) resign from all representative or other positions held by him/her on behalf of the Trust, including as a director or officer of any corporation or other person in which the Trust owns any securities (directly or indirectly); upon which he or she shall be discharged from his or her obligations as Trustee. Upon the incapacity or death of any Trustee, his or her legal representative shall execute and deliver on his or her behalf such documents

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as the remaining Trustees may require as provided in this Subsection. In the event that a Trustee or his or her legal representative, as applicable, is unable or unwilling to execute and deliver such required documents, each of the remaining Trustees is hereby appointed as the attorney of such Trustee for the purpose of executing and delivering such required documents.

2.6 Vacancies

The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, bankruptcy, adjudicated incompetence or other incapacity to exercise the duties of the office or upon the removal of such Trustee in accordance with the terms of this Declaration of Trust. No such vacancy shall operate to annul this Declaration of Trust or affect the continuity of the Trust. Until vacancies are filled, the remaining Trustee or Trustees (even if less than a quorum) may exercise the powers of the Trustees hereunder.

2.7 Successor and Additional Trustees

The right, title and interest of the Trustees in and to the Trust Property and the rights of the Trustees to control and exclusively administer the Trust and all other rights of the Trustees at law or under this Declaration of Trust shall vest automatically in all individuals who may hereafter become Trustees upon their due election or appointment and qualification without any further act, and they shall thereupon have all the rights, privileges, powers, obligations and immunities of the Trustees under this Declaration of Trust. Such right, title and interest shall vest in the Trustees whether or not conveyancing or transfer documents have been executed and delivered pursuant to Section 2.5 or otherwise.

2.8 Compensation and Other Remuneration

The Trustees shall be paid such compensation for their services as the Trustees may from time to time determine. Until otherwise determined by the Trust Board, Trustees shall receive an annual retainer in the amount of $25,000 per year from the Trust plus a meeting fee of $1,500 per meeting of the Trust Board or a committee thereof that are attended in person or via teleconference and reimbursement for their out-of-pocket expenses incurred in acting as a Trustee. The Chair of the Trust Board shall receive an annual fee of $80,000 but shall not receive fees for board or committee meetings, and the Chair of the Audit Committee shall receive an additional fee of $10,000. The Chair of each other committee shall receive an additional annual fee of $5,000. Each of the Trustees, either directly or indirectly, shall also be entitled to receive remuneration for services rendered to the Trust in any other capacity. Such services may include legal, accounting or other professional services or services as a broker, transfer agent or underwriter, whether performed by a Trustee or any Person affiliated with a Trustee.

2.9 Officers of the Trust

The Trustees may (but, for the avoidance of doubt, need not) appoint a Chair, one or more Vice-Chairs, a President, a Chief Executive Officer, a Chief Financial Officer, one or more Executive Vice-Presidents, one or more Senior Vice-Presidents, one or more Vice-Presidents, a Treasurer, a Secretary and such other officers as the Trustees may wish to appoint from time to time. One Person may hold two or more offices. Subject to Section 2.3, any officer of the Trust may, but need not, be a Trustee. The Chair, if any, shall be entitled to receive notice of and

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attend all meetings of Trustees but, unless he or she is a Trustee shall not be entitled to vote at any such meeting. Officers of the Trust, if any, shall be appointed and discharged and their remuneration determined by the Trustees.

2.10 Validity of Acts

Any act of a Trustee is valid notwithstanding any irregularity in the appointment of the Trustee or a defect in the qualifications of the Trustees.

ARTICLE 3 TRUSTEES’ POWERS AND DUTIES

3.1 General Powers

The Trustees, subject only to the specific limitations contained in this Declaration of Trust, including Sections 1.8, 4.1, 4.2, 11.2 and 11.5, shall have, without further or other authorization and free from any control or direction on the part of the unitholders, full, absolute and exclusive power, control and authority over the Trust Property and the affairs of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property in their own right, to do all such acts and things as in their sole judgment and discretion are necessary or incidental to, or desirable for, the carrying out of any of the purposes of the Trust or the conducting of the affairs of the Trust. In construing the provisions of this Declaration of Trust, there shall be a presumption in favour of the power and authority having been granted to the Trustees. The enumeration of any specific power or authority herein shall not be construed as limiting the general powers or authority or any other specified power or authority conferred herein on the Trustees. Except as specifically required by law, the Trustees shall in carrying out investment activities not be in any way restricted by the provisions of the laws of any jurisdiction limiting or purporting to limit investments which may be made by trustees. Without limiting the generality of the foregoing, subject to Sections 1.8, 4.1, 4.2, 11.2 and 11.5, the Trustees may make any investments without being required to adhere to all of, or any particular portion of the investment criteria or diversification requirements set forth in the Trustee Act (Ontario), as amended from time to time, including investments in mutual funds, common trust funds, unit trusts and similar types of investment vehicles or any other securities, to alter or vary such investments from time to time in a like manner, to retain such investments for such length of time as the Trustees, in their sole discretion, determine and to delegate management and authority to discretionary managers of investment funds as the Trustees, in their sole discretion, determine appropriate.

3.2 Specific Powers and Authorities

Subject only to the express limitations contained in this Declaration of Trust, including Sections 1.8, 4.1, 4.2, 11.2 and 11.5, and in addition to any powers and authorities conferred by this Declaration of Trust or which the Trustees may have by virtue of any present or future statute or rule of law, the Trustees without any action or consent by the unitholders shall have and may exercise, on behalf of the Trust, at any time and from time to time the following powers and authorities which may or may not be exercised by them in their sole judgment and discretion and in such manner and upon such terms and conditions as they may from time to time deem proper:

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(a) to increase the capital of the Trust at any time by the issuance of additional Trust Units for such consideration as they deem appropriate;
(b) for such consideration as they deem proper, to invest in, purchase or otherwise acquire for cash or other property or through the issuance of Trust Units or through the issuance of Notes, or other obligations or securities of the Trust and hold for investment, Notes and units, or other obligations or securities of any Person;
(c) to sell, exchange, release, partition, assign, pledge, hypothecate, grant security interests in, encumber, negotiate, convey, transfer or otherwise dispose of any or all of the Trust Property by deeds, trust deeds, assignments, bills of sale, transfers, financing statements, security agreements and other instruments for any of such purposes executed and delivered for and on behalf of the Trust by one or more of the Trustees or by a duly authorized officer, employee, agent or any nominee of the Trust;
(d) to enter into, and perform their obligations under, leases, contracts, obligations and other agreements for a term extending beyond the term of office of the Trustees and beyond the possible termination of the Trust or for a lesser term;
(e) to borrow money from or incur indebtedness to any Person; to guarantee, indemnify or act as surety with respect to payment or performance of obligations of the Partnership; to enter into other obligations on behalf of the Trust; and to assign, convey, transfer, mortgage, subordinate, pledge, grant security interests in, encumber or hypothecate the Trust Property to secure any of the foregoing;
(f) to lend money or other Trust Property, whether secured or unsecured;
(g) to enter into and perform their obligations under the Management Agreement and the Services Agreement, including delegating day-to-day management of the Trust in accordance with the terms of such agreements, and to enter into and perform their obligations under any other similar agreement, including where such agreement provides for the day-to-day management of the Trust;
(h) to maintain records and provide reports to unitholders;
(i) to establish systems to monitor the qualification of the Trust as a “mutual fund trust” pursuant to subsection 132(6.1) of the Tax Act;
(j) to pay all taxes or assessments, of whatever kind or nature, whether within or outside Canada, imposed upon or against the Trustees in connection with the Trust Property, the undertaking or taxable Income of the Trust, or imposed upon or against the Trust Property, the undertaking or taxable Income of the Trust, or any part thereof and to settle or compromise any disputed tax liabilities and for the foregoing purposes to make such returns, take such deductions, and make such designations, elections and determinations in respect of the Income of the Trust or Net Realized Capital Gains of the Trust distributed to unitholders and any other matter as shall be permitted under the Tax Act (provided that to the extent

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necessary the Trustees will seek the advice of the Trust’s counsel or the Auditors), and do all such other acts and things as may be deemed by the Trustees in their sole discretion to be necessary, desirable or convenient in connection with such matters;

(k) to incur and pay out of the Trust Property any charges or expenses and disburse any funds of the Trust, which charges, expenses or disbursements are, in the opinion of the Trustees, necessary or desirable for or incidental to the carrying out of any of the purposes of the Trust or conducting the affairs of the Trust including taxes or other governmental levies, charges and assessments of whatever kind or nature, imposed upon or against the Trustees in connection with the Trust Property or Income of the Trust or upon or against the Trust Property or the undertaking of the Trust or taxable Income of the Trust or any part thereof or for any of the purposes herein;
(l) to deposit funds of the Trust in banks or trust companies, whether or not such deposits will earn interest, the same to be subject to withdrawal on such terms and in such manner and by such Person or Persons (including the Trustees, officers, agents or representatives) as the Trustees may determine;
(m) to possess and exercise all the rights, powers and privileges appertaining to the ownership of or interest in all or any mortgages or securities, issued or created by any Person, forming part of the Trust Property, to the same extent that an individual might and, without limiting the generality of the foregoing, to vote or give any consent, request or notice, or waive any notice, either in person or by proxy or power of attorney, with or without power of substitution, to one or more Persons, which proxies and powers of attorney may be for meetings or action generally or for any particular meeting or action and may include the exercise of discretionary power;
(n) to exercise any conversion privilege, subscription right, warrant or other right or option available in connection with any of the Trust Property at any time held by the Trust and to make payments incidental thereto; to consent, or otherwise participate in or dissent from, the reorganization, consolidation, amalgamation, merger or readjustment of the finances of any Person (other than the Trust), any of the securities of which may at any time be held by the Trust or to the sale, mortgage or lease of the property of any such Person; and to do any act with reference thereto, including the delegation of discretionary powers, the exercise of options, the making of agreements or subscriptions and the payment of expenses, assessments or subscriptions which the Trustees may consider necessary or advisable in connection therewith;
(o) to appoint, engage or employ officers for the Trust, who may be removed or discharged at the sole discretion of the Trustees, such officers to have such powers and duties, and to serve such terms as may be prescribed by the Trustees or by the Trustees’ Regulations; to engage, appoint, employ or contract with any Person as agents, representatives, employees or independent contractors or otherwise (including real estate advisors, investment advisors, registrars, underwriters, accountants, lawyers, real estate agents, property managers, asset

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managers, appraisers, brokers, architects, engineers, construction managers, general contractors or otherwise) in one or more capacities, and to pay compensation from the Trust Property for services in as many capacities as such Person may be so engaged or employed; and, except as prohibited by law, to delegate any of the powers and duties of the Trustees (including the power of delegation) to any one or more Trustees, agents, representatives, officers, employees, independent contractors or other Persons without regard to whether such power, authority or duty is normally granted or delegated by the Trustees;

(p) to collect, sue for and receive sums of money coming due to the Trust, and to engage in, intervene in, prosecute, join, defend, compromise, abandon or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands or other litigation relating to the Trust, the Trust Property or the Trust’s affairs, to enter into agreements therefor whether or not any suit is commenced or claim asserted and, in advance of any controversy, to enter into agreements regarding the arbitration, adjudication or settlement thereof;
(q) to renew, modify, release, compromise, extend, consolidate or cancel, in whole or in part, any obligation to or of the Trust;
(r) to purchase and pay for, out of the Trust Property, insurance contracts and policies insuring the Trust Property against any and all risks and insuring the Trust and/or any or all of the Trustees, the unitholders, annuitants or the officers of the Trust against any and all claims and liabilities of any nature asserted by any Person arising by reason of any action alleged to have been taken or omitted by the Trust or by the Trustees, the unitholders, annuitants or the officers of the Trust;
(s) to cause legal title to any of the Trust Property to be held by and/or in the name of the Trustees, or, except as prohibited by law, by and/or in the name of the Trust or any other Persons, on such terms, in such manner with such powers in such Person as the Trustees may determine and with or without disclosure that the Trust or Trustees are interested therein, provided, however, that should legal title to any of the Trust Property be held by and/or in the name of any Person or Persons other than the Trust, the Trustees shall require such Person or Persons to execute a declaration of trust acknowledging that legal title to such property is held in trust for the benefit of, or for the account of, the Trust or its Subsidiaries;
(t) to determine conclusively the allocation to capital, income or other appropriate accounts for all receipts, expenses, disbursements and Trust Property;
(u) to authorize and, subject to any requisite regulatory or other approvals, issue different classes of Trust Units, as the Trustees, in their sole discretion, may determine appropriate for the Trust;
(v) to prepare, sign and file or cause to be prepared, signed and filed any prospectus, offering memorandum or similar document, and any amendment thereto and all agreements contemplated therein or ancillary thereto relating to or resulting from any offering of Trust Units or other securities issued or held by the Trust and to pay the cost thereof and related thereto out of the property of the Trust whether or

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not such offering is or was of direct benefit to the Trust or those Persons (if any) who were unitholders immediately prior to such offering;

(w) to make or cause to be made any application for the listing on any stock exchange of any Trust Units or other securities of the Trust, and to do all things which in the opinion of the Trustees may be necessary or desirable to effect or maintain such listing or listings;
(x) to determine conclusively the value of any or all of the Trust Property from time to time and, in determining such value, to consider such information and advice as the Trustees, in their sole judgment, may deem material and reliable;
(y) subject to obtaining all required regulatory approvals, to establish one or more distribution reinvestment plans, unit purchase plans, unit option plans or any other unit compensation, incentive plan or similar plan with respect to the Units; and
(z) to do all such other acts and things as are incidental to the foregoing, and to exercise all powers that are necessary or useful to carry on the activities of the Trust, to promote any of the purposes for which the Trust is formed and to carry out the provisions of this Declaration of Trust.

3.3 Further Powers of the Trustees

The Trustees shall have the power to prescribe any form provided for or contemplated by this Declaration of Trust. The Trustees may make, adopt, amend, or repeal regulations containing provisions relating to the Trust, the conduct of its affairs, the rights or powers of the Trustees and the rights or powers of the unitholders or officers of the Trust, provided that such regulations shall not be inconsistent with applicable law or with this Declaration of Trust and not, in the opinion of the Trustees, prejudicial to the unitholders. The Trustees shall also be entitled to make any reasonable decisions, designations or determinations not inconsistent with law or with this Declaration of Trust which they may determine are necessary or desirable in interpreting, applying or administering this Declaration of Trust or in administering, managing or operating the Trust. To the extent of any inconsistency between this Declaration of Trust and any regulation, decision, designation or determination made by the Trustees, this Declaration of Trust shall prevail and such regulation, decision, designation or determination shall be deemed to be modified to eliminate such inconsistency. Any regulations, decisions, designations or determinations made in accordance with this Section shall be conclusive and binding upon all Persons affected thereby.

Subject to any agreement between the Trust and any Trustee, unless otherwise herein provided, the Trustees may from time to time in their sole discretion, appoint, employ, invest in, contract or deal with any Person including any Affiliate of any of them and any Person in which any one or more of them may be directly or indirectly interested and, without limiting the generality of the foregoing, any Trustee may purchase, hold, sell, invest in or otherwise deal with property of the same class and nature as may be held by the Trustees as Trust Property, whether for a Trustee’s own account or for the account of another (in a fiduciary capacity or otherwise), without being liable to account therefor and without being in breach of its duties and responsibilities hereunder.

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3.4 Limitations on Powers

The Trustees hereby acknowledge that the Trust is bound by certain investment guidelines and operating policies and the Trustees agree that at no time shall they act or cause the Trust to act in such a manner, including through voting its units in the Partnership to effect: (a) any changes or amendments to the Trust’s investment guidelines or operating policies without the approval of at least 66⅔% or a majority, as the case may be, of the votes cast by Unitholders pursuant to Section 4.3; or (b) any changes or amendments to the Partnership’s investment guidelines or operating powers without the approval of 66⅔% of the votes cast by Unitholders pursuant to Section 11.5.

3.5 Standard of Care

The exclusive standard of care required of the Trustees in exercising their powers and carrying out their functions hereunder shall be that they exercise their powers and discharge their duties hereunder as Trustees honestly and in good faith with a view to the best interests of the Trust and the unitholders and, in connection therewith, that they exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Unless otherwise required by law, no Trustee shall be required to give bond, surety or security in any jurisdiction for the performance of any duties or obligations hereunder. The Trustees in their capacity as Trustees shall not be required to devote their entire time to the affairs of the Trust.

3.6 Reliance Upon Trustees

Any Person dealing with the Trust in respect of any matters pertaining to the Trust Property and any right, title or interest therein or to securities of the Trust shall be entitled to rely on a certificate or statutory declaration (including a certificate or statutory declaration as to the passing of a resolution of the Trustees) executed by any single Trustee or, without limiting the foregoing, such other Person or Persons as may be authorized by the Trustees as to the capacity, power and authority of the Trustees or any such other Person or Persons to act for and on behalf and in the name of the Trust. No Person dealing with the Trustees shall be bound to see to the application of any funds or property passing into the hands or control of the Trustees. The receipt by or on behalf of the Trustees for monies or other consideration shall be binding upon the Trust.

3.7 Determinations of Trustees Binding

All determinations of the Trustees that are made in good faith with respect to any matters relating to the Trust, including whether any particular investment or disposition meets the requirements of this Declaration of Trust, shall be final and conclusive and shall be binding upon the Trust and all unitholders (and, where the unitholder is a Plan, registered pension fund or plan as defined in the Tax Act, or other similar fund or plan registered under the Tax Act, upon plan beneficiaries and plan holders past, present and future) and Trust Units shall be issued and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid.

3.8 Conflict of Interest

Except for agreements entered into on or before the Closing Date and/or the ownership of Units, LP A Units or LP B Units, a Trustee or an officer of the Trust (if any such officers are appointed)

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shall disclose to the Trustees, in writing or by requesting to have it entered in the minutes of meetings of the Trust Board or of meetings of committees of the Trustees, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with the Trust or any of its Subsidiaries, if the Trustee or officer: (i) is a party to the material contract or material transaction; (ii) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or (iii) has a material interest in any Person who is a party to a material contract or transaction or proposed material contract or transaction with the Trust:

(a) the disclosure required in the case of a Trustee shall be made:
(i) at the meeting of the Trust Board or the applicable committee thereof, as the case may be, at which a proposed contract or transaction is first considered;
(ii) if the Trustee was not then interested in a proposed contract or transaction, at the first such meeting after he or she becomes so interested;
(iii) if the Trustee becomes interested after a contract is made or a transaction is entered into, at the first meeting after he or she becomes so interested; or
(iv) if an individual who is interested in a contract or transaction later becomes a Trustee, at the first such meeting after he or she becomes a Trustee;
(b) the disclosure required in the case of an officer of the Trust (if any are appointed), who is not a Trustee, shall be made:
(i) forthwith after such officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a meeting of the Trust Board or the applicable committee thereof, as the case may be;
(ii) if such officer becomes interested after a contract is made or transaction is entered into, forthwith after such individual becomes aware that he or she has become so interested; or
(iii) if an individual who is interested in a contract or a transaction later becomes an officer of the Trust, forthwith after he or she becomes an officer of the Trust;
(c) notwithstanding Subsections 3.8(a) and 3.8(b), if a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the affairs of the Trust, would not require approval by the Trustees or the unitholders, a Trustee or officer of the Trust (if any are appointed) shall disclose, in writing to the Trust Board or applicable committee thereof or request to have it entered into the minutes of meetings of the Trust Board or of the applicable

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committee thereof, the nature and extent of his or her interest immediately after he or she becomes aware of the contract or transaction;

(d) a Trustee referred to in this Section 3.8 shall not attend any part of a meeting of the Trust Board or applicable committee thereof during which the contract or transaction is discussed without leave of the chair of such meeting and shall not vote on any resolution to approve such contract or transaction unless the contract or transaction:
(i) relates primarily to his or her remuneration as a Trustee, officer, employee or agent of the Trust or a Subsidiary; or
(ii) is for indemnity under Section 13.1 or the purchase of liability insurance;
(e) for the purposes of this Section 3.8, a general notice to the Trustees by a Trustee or an officer of the Trust (if any are appointed) disclosing that he or she is a director or officer of or has a material interest in a Person and is to be regarded as interested in any contract made or any transaction entered into with that Person, is a sufficient disclosure of interest in relation to any contract so made or transaction so entered into. In the event that a meeting of the unitholders is called to confirm or approve a contract or transaction which is the subject of a general notice to the Trustees, the nature and extent of the interest in the contract or transaction of such Person shall be disclosed in reasonable detail in the notice calling such meeting of the unitholders or in any information circular to be provided by this Declaration of Trust or by law;
(f) where a material contract is made or a material transaction is entered into between the Trust and a Trustee or an officer of the Trust (if any are appointed), or between the Trust and another Person in which a Trustee or an officer of the Trust has a material interest:
(i) such Trustee or officer of the Trust is not accountable to the Trust or to the unitholders for any profit or gain realized from the contract or transaction; and
(ii) the contract or transaction is neither void nor voidable,

by reason only of that relationship or by reason only that such Trustee or officer is present at or is counted to determine the presence of a quorum at the meeting of the Trust Board or the applicable committee thereof, as the case may be, that authorized the contract or transaction, if such Trustee or officer of the Trust disclosed his or her interest in accordance with this Section 3.8, and the contract or transaction was reasonable and fair to the Trust at the time it was approved;

(g) notwithstanding anything in this Section, but without limiting the effect of Subsection 3.8(f), a Trustee or an officer of the Trust (if any are appointed), acting honestly and in good faith, is not accountable to the Trust or to the unitholders for any profit or gain realized from any such contract or transaction by reason only of his or her holding such office or position, and the contract or transaction, if it was

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reasonable and fair to the Trust at the time it was approved or confirmed, is not by reason only of such Trustee’s or officer’s interest therein void or voidable, where:

(i) the contract or transaction is confirmed or approved at a meeting of the unitholders duly called for that purpose; and
(ii) the nature and extent of such Person’s interest in the contract or transaction are disclosed in reasonable detail in the notice calling the meeting or in any information circular to be provided by this Declaration of Trust or by law; and
(h) subject to Subsections 3.8(f) and 3.8(g), where a Trustee or an officer of the Trust (if any are appointed) fails to disclose his or her interest in a material contract or transaction in accordance with this Declaration of Trust or otherwise fails to comply with this Section 3.8, the Trustees or any unitholder, in addition to exercising any other rights or remedies in connection with such failure exercisable at law or in equity, may apply to a court for an order setting aside the contract or transaction and directing that such Trustee or officer of the Trust account to the Trust for any profit or gain realized.

ARTICLE 4 INVESTMENT GUIDELINES AND OPERATING POLICIES

4.1 Investment Guidelines

Notwithstanding anything contained herein to the contrary, the Trust Property may be invested only in accordance with the following investment guidelines and the Trust shall not permit any of its Subsidiaries to conduct its operations and affairs other than in accordance with the following investment guidelines:

(a) the Trust will only invest in units, notes and securities of the Partnership, and amounts receivable in respect of such units, notes and securities, cash and similar deposits in a Canadian chartered bank or trust company and, subject to the limitations set out in paragraph (b) below, such other investments as the Trustees deem advisable from time to time; and
(b) the Trust will not make any investment that would result in:
(i) the Units being disqualified for investment by Plans;
(ii) the Trust being liable under the Tax Act to pay a tax imposed under Part XII.2 of the Tax Act; or
(iii) the Trust ceasing to qualify as a “mutual fund trust” for purposes of the Tax Act.

For the purpose of the foregoing restrictions, the assets, liabilities and transactions of a Person in which the Trust has an interest will be deemed to be those of the Trust on a proportionate

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consolidated basis. In addition, any references in the foregoing to an investment in real property will be deemed to include an investment in a joint venture arrangement that holds real property.

4.2 Operating Policies

The operations and affairs of the Trust shall be conducted in accordance with the following operating policies:

(a) (i) any written instrument creating an obligation which is or includes the granting by the Trust of a mortgage; or
(ii) to the extent the members of the Trust Board determine to be practicable and consistent with their fiduciary duty to act in the best interests of the Trust and the Unitholders, any written instrument which in the judgment of the Trustees creates a material obligation,

must, in each case, contain a provision or be subject to an acknowledgement to the effect that the obligation being created is not personally binding upon, and that resort will not be had to, nor will recourse or satisfaction be sought from the private property of any of the Trustees, unitholders, annuitants or beneficiaries under a Plan of which a unitholder acts as a trustee or carrier or officers, employees or agents of the Trust, but that only property of the Trust or a specific portion thereof will be bound; and

(b) the Trust will not directly guarantee the obligations of the Partnership or any of its Subsidiaries where such guarantee would cause the Trust to cease to qualify as a “mutual fund trust” for the purposes of the Tax Act.

For the purpose of the foregoing policies, the assets, liabilities and transactions of a Person in which the Trust has an interest will be deemed to be those of the Trust on a proportionate consolidated basis. In addition, any references in the foregoing to investment in property will be deemed to include an investment in a joint venture arrangement.

4.3 Amendments to Investment Guidelines and Operating Policies

Subject to Sections 11.1 and 11.2, any of the investment guidelines set forth in Section 4.1 may be amended only by the vote of at least 66 ⅔% of the votes cast at a meeting of the unitholders called for that purpose. Subject to Section 11.1, the operating policies set forth in Section 4.2 may be amended by the vote of at least a majority of the votes cast at a meeting of the unitholders called for that purpose.

4.4 Regulatory Matters

If at any time a government or regulatory authority having jurisdiction over the Trust or any Trust Property shall enact any law, regulation or requirement which is in conflict with any investment guideline of the Trust then in force, such restriction in conflict shall, if the Trustees on the advice of legal counsel to the Trust so resolve, be deemed to have been amended to the extent necessary to resolve any such conflict and, notwithstanding anything to the contrary herein

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contained, any such resolution of the Trustees shall not require the prior approval of the unitholders.

4.5 Annual Investment Plan

The Trustees shall, at least on an annual basis, consider and approve an Annual Investment Plan.

ARTICLE 5 UNITS

5.1 Trust Units

The units of the Trust shall be divided into two classes described and designated as “Units” and “Special Trust Units” (collectively, the “ Trust Units ”), which shall be entitled to the respective rights and shall be subject to the limitations, restrictions and conditions set out in this Declaration of Trust. The number of Trust Units which the Trust may issue is unlimited. Trust Units shall be issued only as fully paid and non-assessable units. Each Trust Unit when issued shall vest indefeasibly in the holder thereof. The issued and outstanding Trust Units may be subdivided or consolidated from time to time by the Trustees with the approval of a majority of the unitholders, or as otherwise provided in Section 5.7.

5.2 Units

Each Unit shall confer the right to one vote at all meetings of unitholders and to participate pro rata in any distributions by the Trust, whether of Income of the Trust, Net Realized Capital Gains of the Trust or other amounts, and, in the event of termination or winding up of the Trust, in the net Trust Property remaining after satisfaction of all liabilities. The Units shall rank among themselves equally and rateably without discrimination, preference or priority.

5.3 Special Trust Units

The Special Trust Units shall have attached thereto the following attributes:

(a) Special Trust Units shall only be issued in connection with or in relation to the issuance of Exchangeable Securities. A Special Trust Unit shall be issued in tandem with the Exchangeable Securities issued and shall be used to provide voting rights with respect to the Trust to holders of Exchangeable Securities. Each Special Trust Unit shall entitle the holder of record thereof to a number of votes at all meetings of unitholders or in respect of any written resolution of the unitholders equal to the number of Units which may be obtained upon the surrender of the Exchangeable Securities to which the Special Trust Units relate.
(b) Concurrently with the issue of the Special Trust Units, the Trust may enter into an Exchange and Support Agreement.
(c) The holder of a Special Trust Unit shall not be entitled to participate in any distributions by the Trust, whether of Income of the Trust, Net Realized Capital Gains of the Trust or other amounts.

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(d) In the event of liquidation, dissolution or winding up of the Trust, the holder of a Special Trust Unit shall not be entitled to any amount.
(e) Special Trust Units shall not be transferable separately from the Exchangeable Securities issued in tandem with them, and, upon any permitted transfer of such Exchangeable Securities, such Special Trust Units shall automatically be transferred to the transferee of such Exchangeable Securities.
(f) As Exchangeable Securities are surrendered for Units or redeemed or purchased for cancellation, the corresponding Special Trust Units shall automatically be cancelled. Following such cancellation, such Special Trust Units shall no longer be outstanding and may not be reissued.
(g) The Special Trust Units shall have no economic entitlement nor beneficial interest in the Trust or the Trust Property.

5.4 Preferred Units

(a) Preferred Units may from time to time be created and issued in one or more classes (each of which may be comprised of unlimited series). Before the issuance of Preferred Units of a series, the Trust Board will execute an amendment to this Declaration of Trust (which may be in the form of an amended and restated declaration of trust) containing a description of such series, including the designations, rights, privileges, restrictions and conditions determined by the Trust Board, and the class of Preferred Units of which such series is a part. Only after Preferred Units of a class have been created pursuant to the execution of such an amendment will such class become a class of Trust Units under this Declaration of Trust.
(b) The Trust Board may fix from time to time before such issue the number of Preferred Units which is to comprise each class and series and the designation, rights, privileges, restrictions and conditions attaching to each class and series of Preferred Units including, without limiting the generality of the foregoing, any voting rights, the rate or amount of distributions (which may be cumulative or non-cumulative and variable or fixed) or the method of calculating distributions, the dates of payment thereof, the terms and conditions of redemption, purchase and conversion, if any, any rights on the liquidation, dissolution or winding-up of the Trust, and any sinking fund or other provisions.
(c) The Preferred Units of each class and series shall, with respect to the payment of distributions (other than distributions paid solely through the distribution of additional Units or Special Trust Units) and the distribution of assets of the Trust or return of capital in the event of liquidation, dissolution or winding-up of the Trust, whether voluntary or involuntary, or any other return of capital or distribution of assets of the Trust among its Unitholders for the purpose of winding-up its affairs, be entitled to preference over the Units ranking by their terms junior to the Preferred Units. The Preferred Units of any series may also be

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given such other preferences, not inconsistent with this Declaration of Trust, over the Units ranking by their terms junior to the Preferred Units.

(d) If any cumulative distributions or amounts payable on the return of capital in respect of a class or series of Preferred Units are not paid in full, all classes and series of Preferred Units of equal ranking shall participate rateably in respect of accumulated distributions and return of capital, based on the accumulated distributions and return of capital of a class and series of Preferred Units as a proportion of the accumulated distributions and return of capital of all classes and series of Preferred Units of equal ranking.

5.5 Allotment and Issue of Trust Units

The Trustees may allot and issue Trust Units at such time or times and in such manner (including pursuant to any plan from time to time in effect relating to reinvestment by the unitholders of distributions of the Trust in Trust Units) and to such Person, Persons or class of Persons as the Trustees in their sole discretion shall determine, except that Special Trust Units shall only be issued in connection with the issuance of Exchangeable Securities. The price or value of the consideration for which Trust Units may be issued and the terms and conditions of issuance of the Trust Units shall be determined by the Trustees (who, for certainty, may delegate such authority to an officer of the Trust), generally (but not necessarily) in consultation with firms who may act as underwriters or agents in connection with offerings of Trust Units.

5.6 Consideration for Trust Units

No Trust Unit shall be issued other than as a fully paid and non-assessable unit. A Trust Unit shall not be fully paid until the consideration therefor has been received in full by or on behalf of the Trust. The consideration for any Trust Unit shall be paid in money or in property or in past services received by the Trust that are not less in value than the fair equivalent of the money that the Trust would have received if the Trust Unit had been issued for money. In determining whether property or past services are the fair equivalent of consideration paid in money, the Trustees may take into account reasonable charges and expenses of organization and reorganization and payments for property and past services reasonably expected to benefit the Trust.

5.7 Consolidation of Each Series of Units and Fractional Units

(a) Immediately after any pro rata distribution of additional Units to all Unitholders, pursuant to Subsection 9.3(b), the number of outstanding Units will automatically be consolidated such that each such holder will hold after the consolidation the same number of Units as such holder held before the distribution of additional Units. In this case, each Unit certificate representing the 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 the foregoing, 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

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such Unitholder in connection with the distribution (net of the number of whole and part Units withheld on account 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 certificate representing such Unitholder’s post-consolidation Units.

(c) If as a result of any act of the Trustees hereunder, any Person becomes entitled to a fraction of a Unit, such Person shall not be entitled to receive a certificate therefor. Fractional Units shall not, except to the extent that they may represent in the aggregate one or more whole Units, entitle the holders thereof to notice of or to attend or to vote at meetings of the unitholders. Subject to the foregoing, such fractional Units shall have attached thereto the rights, restrictions, conditions and limitations attaching to whole Units in the proportion that they bear to a whole Unit.

5.8 Title to Trust Property

The legal ownership of the Trust Property and the right to conduct the affairs of the Trust are vested exclusively in the Trustees, and the unitholders shall have no interest therein other than the beneficial interest in the Trust conferred by the Trust Units issued hereunder. The Unitholders shall have no right to compel any partition, division or distribution of the Trust or any Trust Property. The Trust Units shall be personal property and shall confer upon the holders thereof only the interest and rights, and impose upon the holders thereof only those liabilities and obligations, specifically set forth in this Declaration of Trust.

5.9 Non-Resident Ownership Constraint

Notwithstanding any provision of this Declaration of Trust to the contrary, at no time may more than 49% of the Units or more than 49% of the Special Trust Units then outstanding be held by or for the benefit of Persons who are not Resident Canadians (“ Non-Resident Beneficiaries ”). The Trustees may require declarations as to the jurisdictions in which beneficial owners of Units are resident or declarations from holders of Trust Units as to whether such Trust Units are held for the benefit of Non-Resident Beneficiaries.

If the Trustees become aware that the beneficial owners of more than 49% of the Units or more than 49% of the Special Trust Units then outstanding are, or may be, Non-Resident Beneficiaries or that such a situation is imminent, the Trustees may make a public announcement thereof and shall not accept a subscription for such Trust Units from or issue or register a transfer of such Trust Units to a Person unless the Person provides a declaration that the Person is not a non-resident for the purposes of the Tax Act (or, in the discretion of the Trustees, that the Person is not a Non-Resident Beneficiary) and does not hold his or her or its Trust Units for a Non-Resident Beneficiary. If, notwithstanding the foregoing, the Trustees determine that more than 49% of the Units or more than 49% of the Special Trust Units then outstanding are held by or for the benefit of Non-Resident Beneficiaries beneficially owned by Non-Residents, the Trustees may send a notice to Non-Resident holders of the Trust Units and holders of Trust Units

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for non-residents chosen in inverse order to the order of acquisition or registration or in such other manner as the Trustees may consider equitable and practicable, requiring them to sell or redeem their Trust Units or a portion thereof, within a specified period of not more than 60 days. If the Unitholders receiving such notice have not sold or redeemed the specified number of Trust Units or provided the Trustees with satisfactory evidence that they are not Non-Residents for the purpose of the Tax Act and do not hold their Trust Units for the benefit of Non-Resident Beneficiaries within such period, the Trustees may sell or redeem such Trust Units, on behalf of such Unitholders (and the Trustees shall have the power of attorney of such Unitholders to do so) and, in the interim, the voting and distribution rights attached to such Trust Units shall be suspended. Upon such sale, the affected holders shall cease to be holders of Trust Units and their rights shall be limited to receiving the net proceeds of sale upon surrender of the certificates representing such Trust Units. In any situation where it is unclear whether Trust Units are held for the benefit of Non-Resident Beneficiaries, the trustees may exercise their discretion in determining whether such Trust Units are or are not so held, and any such exercise by them of their discretion shall be binding for the purposes of this Section 5.9.

5.10 Rights, Warrants, Options and Other Securities

The Trust may create and issue rights, warrants or options to subscribe for fully paid Trust Units which rights, warrants or options may be exercisable at such subscription price or prices and at such time or times as the Trustees may determine. The rights, warrants or options so created may be issued for such consideration or for no consideration, all as the Trustees may determine. A right, warrant or option shall not be a Trust Unit and a holder thereof shall not be a unitholder solely by virtue of holding such right, warrant or option. Upon the approval of any unit option plan, deferred unit incentive plan or other security based compensation arrangement for the Trustees, officers and/or employees of the Trust, any Subsidiary of the Trust or other Persons, the Trust Board or any of its committees may, upon receiving authority from the Trustees, recommend the granting of options, deferred units or other entitlements upon the terms and subject to the conditions set forth in such plan.

Subject to Sections 4.1 and 4.2, the Trustees may create and issue indebtedness of the Trust in respect of which interest, premium or principal payable thereon may be paid, at the option of the Trust or the holder, in fully paid Trust Units, or which indebtedness, by its terms, may be convertible into Trust Units at such time and for such prices and on such terms as the Trustees may determine (who, for certainty, may delegate such authority to an officer of the Trust). Any indebtedness so created shall not be a Trust Unit, unless and until fully paid Trust Units are issued in accordance with the terms of such indebtedness.

5.11 Commissions

The Trustees may provide for the payment of commissions to Persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for Trust Units or for their agreeing to produce subscriptions therefor, whether absolute or conditional.

5.12 Transferability

The Units are freely transferable, and the Trustees shall not impose any restriction on the transfer of Units. The Trustees shall use all reasonable efforts to obtain and maintain a listing for the Units on one or more stock exchanges in Canada. The Special Trust Units shall be transferable

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only together with the related Exchangeable Securities. Notwithstanding the foregoing, no transfer of Trust Units shall be effective as against the Trustees or shall be in any way binding upon the Trustees until the transfer has been recorded on the Register and no transfer of a Trust Unit shall be recognized unless such transfer is of a whole Trust Unit.

5.13 Certificates

(a) Units may be represented in the form of one or more fully registered unit certificates held by, or on behalf of, CDS, as custodian of such certificates for the participants of CDS, registered in the name of CDS or its nominee, and registration of ownership and transfers of Units may be effected through the book-based system administered by CDS.
(b) Each Unitholder or his or her duly authorized agent is entitled to a certificate bearing an identifying serial number in respect of the Units held by him/her, signed in the manner hereinafter prescribed, but the Trust is not bound to issue more than one certificate in respect of a Unit or Units or held jointly or in common by two or more Persons and delivery of a certificate to any one of them shall be sufficient delivery to all.
(c) The Trustees may establish a reasonable fee to be charged for every certificate issued evidencing the ownership of Units.
(d) The form of certificate representing Units shall be in such form as is from time to time authorized by the Trustees. Signatures of Trustees or officers of the Trust required on Unit certificates may be printed or otherwise mechanically reproduced thereon. If a Unit certificate contains a printed or mechanically reproduced signature of a Person, the Trust may issue the certificate even though the Person has ceased to be a Trustee or an officer of the Trust and such certificate is as valid as if the Person were a Trustee or an officer at the date of its issue.
(e) In the event that any certificate for Units is lost, stolen, destroyed or mutilated, the Trustees or any officer of the Trust may authorize the issuance of a new certificate for the same number of Units in lieu thereof. The Trustees or any officers of the Trust may in their sole discretion, before the issuance of such new certificate, require the owner of the lost, stolen, destroyed or mutilated certificate, or the legal representative of the owner to make such affidavit or statutory declaration, setting forth such facts as to the loss, theft, destruction or mutilation as the Trustees or any officers of the Trust deem necessary and may require the applicant to supply to the Trust a “lost certificate” or similar bond in such reasonable amount as the Trustees or any officers of the Trust direct indemnifying the Trustees or any officers of the Trust, the transfer agents and registrars for so doing. The Trustees or any officers of the Trust shall have the power to acquire from an insurer or insurers a blanket lost security bond or bonds in respect of the replacement of lost, stolen, destroyed or mutilated certificates. The Trust shall pay all premiums and other sums of money payable for such purpose out of the Trust Property with such contribution, if any, by those insured as may be determined to be desirable by the Trustees or any officers of the Trust. If such blanket lost security bond is

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acquired, the Trustees or any officers of the Trust may authorize and direct (upon such terms and conditions as they may from time to time impose) any registrar, transfer agent, trustee, or others to whom the indemnity of such bond extends to take such action to replace such lost, stolen, destroyed or mutilated certificates without further action or approval by the Trustees or any officers of the Trust.

5.14 No Certificates for Special Trust Units

Unless otherwise determined by the Trustees, no holder of a Special Trust Unit shall be entitled to a certificate or other instrument from the Trust evidencing the holder’s ownership of such Special Trust Unit, and such holder shall only be entitled to be entered on the Register in accordance with Section 5.15.

5.15 Register

One or more registers (collectively, the “ Register ”) shall be kept by, or on behalf and under the direction of the Trustees, which Register shall contain the names and addresses of the unitholders, the respective numbers of Trust Units held by them, the certificate numbers of the certificates of such Trust Units (of any) and a record of all transfers thereof. The Trustees may appoint one or more chartered banks or trust companies to act as transfer agents and to act as registrars for Trust Units and may provide for the transfer of Trust Units in one or more places within Canada. In the event of such appointment, such transfer agents and registrars shall keep all necessary registers and other books (which may be kept on a computer or similar device) for recording original issues and registering and transferring the Trust Units. If the Trustees have appointed a registrar and transfer agent for any class of Trust Units, no certificate for Trust Units of such class shall be valid unless countersigned by or on behalf of a transfer agent and/or registrar. Only the unitholders whose Trust Units are recorded on the Register shall be entitled to vote or to receive distributions or otherwise exercise or enjoy the rights of the Unitholders.

Subject to Section 5.17, upon any issue of Trust Units, the name of the subscriber shall be promptly entered on the Register as the owner of the number of Trust Units issued to such subscriber, or if the subscriber is already a unitholder, the Register shall be amended to include his or her additional Trust Units.

5.16 Successors in Interest to the Unitholders

Any Person becoming entitled to any Trust Units as a consequence of the death, bankruptcy or incompetence of any unitholder or otherwise by operation of law shall be recorded in the Register as the holder of such Trust Units, but until such record is made, the unitholder of record shall continue to be and shall be deemed to be the holder of such Trust Units for all purposes whether or not the Trust, the Trustees or the transfer agent or registrar of the Trust shall have actual or other notice of such death, bankruptcy, incompetence or other event and the Persons becoming entitled to such Trust Units shall be bound by every notice or other document in respect of the Trust Units which shall have been duly given to the Persons from whom he or she derives his or her title to such Trust Units.

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5.17 Units Held Jointly or in Fiduciary Capacity

The Trust may treat two or more Persons holding any Trust Unit as joint tenants of the entire interest therein unless the ownership is expressly otherwise recorded on the Register, but no entry shall be made in the Register or on any certificate that any Person is in any other manner entitled to any future, limited or contingent interest in any Trust Unit; provided, however, that any Person recorded in the Register or on any certificate as a unitholder may, subject to the provisions herein contained, be described in the Register or on any certificate as a fiduciary of any kind and any customary words may be added to the description of the holder to identify the nature of such fiduciary relationship.

5.18 Performance of Trusts

None of the Trustees, the officers of the Trust, the unitholders or any transfer agent or other agent of the Trust or the Trustees shall have a duty to inquire into any claim that a transfer of a Trust Unit or other security of the Trust was or would be wrongful or that a particular Person is the owner of or has an interest in the Trust Unit or other security or has any other adverse claim, or be bound to see to the performance of any trust, express, implied or constructive, or of any charge, pledge or equity to which any of the Units or other securities or any interest therein are or may be subject, or to ascertain or inquire whether any sale or transfer of any such Trust Units or other securities or interest therein by any such unitholder or holder of such security or his or her personal representatives is authorized by such trust, charge, pledge or equity, or to recognize any Person as having any interest therein, except for the Persons recorded as the unitholder or holder of such security.

5.19 Death of a Unitholder

The death of a unitholder during the continuance of the Trust shall not terminate the Trust or give the personal representatives or the heirs of the estate of the deceased unitholder a right to an accounting or to take any action in the courts or otherwise against other unitholders or the Trustees, officers of the Trust or the Trust Property, but shall only entitle the personal representatives or the heirs of the estate of the deceased unitholder, subject to Section 5.16, to succeed to all rights of the deceased unitholder under this Declaration of Trust.

5.20 Unclaimed Payments

In the event that the Trustees hold any amounts to be paid to the unitholders under Article 5, Article 9 or Article 12 or otherwise because such amounts are unclaimed or cannot be paid for any reason, neither the Trustees nor any distribution disbursing agent shall be under any obligation to invest or reinvest the same and shall only be obligated to hold the same in a current or other non-interest bearing account with a chartered bank or trust company pending payment to the Persons or Persons entitled thereto. The Trustees shall, as and when required by law, and may at any time prior to such required time, pay all or part of such amounts so held to a court in the province where the Trust has its principal office or to the Public Guardian and Trustee of Ontario (or other similar government official or agency in the province where the Trust has its principal office) whose receipt shall be a fulfilment and discharge of the obligations of the Trustees.

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5.21 Redemption of Units

Each Unitholder shall be entitled to require the Trust 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 name of the Unitholder at the prices determined and payable in accordance with the following conditions:

(a) To exercise a Unitholder’s right to require redemption under this Section 5.21, a duly completed and properly executed notice requiring the Trust to redeem Units, in a form approved by the Trustees or their delegate, specifying the number of Units to be so redeemed, shall be sent to the Trust at the head office of the Trust. No form or manner of completion or execution shall be sufficient unless the same is in all respects satisfactory to the Trustees and is accompanied by any further evidence that the Trustees may reasonably require with respect to the identity, capacity or authority of the Person giving such notice. A holder of Units who is not a registered holder of Units and who wishes to exercise the holder’s redemption right will be required to follow the procedures of such intermediary for exercising such right.
(b) Units shall be considered to be tendered for redemption on the date that the Trust has, to the satisfaction of the Trustees, received the notice and other required documents or evidence as aforesaid. Upon receipt by the Trust of such satisfactory notice to redeem Units and other required documents or evidence as aforesaid, such Unitholder shall thereafter cease to have any rights with respect to the Units tendered for redemption (other than to receive the redemption payment therefor) including ceasing to have the right to receive any distributions thereon which are declared payable to the Unitholders of record on a date which is subsequent to the day of receipt by the Trust of such notice.
(c) Upon receipt by the Trust of the notice to redeem Units, in accordance with this Section 5.21, 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 “market price” of the Units on the principal exchange or market on which the Units are quoted for trading on the trading day prior to the day on which the Units were surrendered to the Trust for redemption (the “ Redemption Date ”); and
(ii) 100% of the “closing market price” of the Units on the principal exchange or market on which the Units are quoted for trading on the Redemption Date.

For the purposes of the foregoing calculation, the “market price” in respect of Units as at a specified date shall be an amount equal to the weighted average closing price of the Units on the principal exchange or market on which the Units are listed or quoted for trading during the period of 20 consecutive trading days ending on such date; provided that if the applicable 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 “market price” as at a specified date will be an amount equal to the weighted average of the highest and lowest prices of the

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Units on the principal exchange or market on which the Units are listed or quoted for trading during the period of 20 consecutive trading days ending on such date; and provided further that if there was trading on the applicable exchange or market for fewer than five of the 20 trading days, the “market price” as at a specified date shall be an amount equal to the weighted average of the following prices established for each of the 20 trading days: (A) the weighted average of the last bid and last asking prices of the Units for each day on which there was no trading; (B) the closing price of the Units for each day on which there was trading if the exchange or market provides a closing price; and (C) the weighted average of the highest and lowest prices of Units for each day that there was trading if the exchange or market does not provide a closing price but provides only the highest and lowest prices of Units traded on a particular day.

The “closing market price” in respect of the Units as at a specified date will be: (x) an amount equal to the closing price of Units if there was a trade on the date and the exchange or market provides a closing price; (y) an amount equal to the weighted average of the highest and lowest prices of Units if there was trading and the exchange or other market does not provide a closing price but provides only the highest and lowest trading prices of Units traded on a particular day; or (z) the weighted average of the last bid and last asking price of Units if there was no trading on the date.

If a Unitholder is not entitled to receive cash upon the redemption of Units in circumstances in which Subsection 5.21(e)(ii) or (iii) apply, then the Redemption Price will be the fair market value of the Units, which will be determined by the Trustees in their sole discretion.

(d) Subject to Subsections 5.21(e) and 5.21(f), the Redemption Price payable in respect of the Units tendered for redemption during any month shall be paid by cheque, drawn on a Canadian chartered bank or a trust company in lawful money of Canada, payable at par to or to the order of the Unitholder who exercised the right of redemption on or before the last day of the calendar month following the month in which the Units were tendered for redemption. Payments made by the Trust of the Redemption Price are conclusively deemed to have been made upon the mailing of a cheque in a postage prepaid envelope addressed to the former unitholder unless such cheque is dishonoured upon presentment. Upon such payment, the Trust shall be discharged from all liability to such former Unitholder in respect of the Units so redeemed.
(e) Subsection 5.21(d) shall not be applicable to Units of a series tendered for redemption by a Unitholder, if:
(i) the total amount payable by the Trust pursuant to Subsection 5.21(c) in respect of such Units and all other Units tendered for redemption prior thereto 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 Units tendered for redemption in any calendar month;

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(ii) at the time the Units are tendered for redemption, the outstanding Units are not listed for trading or quoted on any stock exchange or market which the Trustees consider, in their sole discretion, provides representative fair market value prices for the Units; or
(iii) the normal trading of outstanding Units is not suspended or halted on any stock exchange on which the Units of such series are listed for trading (or, if not listed on a stock exchange, on any market on which the Units of such series are quoted for trading) on the Redemption Date for the Units of such series or for more than five trading days during the ten trading day period commencing immediately after the Redemption Date for such Units.
(f) If, pursuant to Subsection 5.21(e)(ii) or 5.21(e)(iii), Subsection 5.21(d) is not applicable to Units tendered for redemption by a Unitholder, the Redemption Price per Unit specified in Subsection 5.21(c) to which the Unitholder would otherwise be entitled shall, subject to receipt of all necessary regulatory approvals, be paid and satisfied by way of a distribution in specie to such Unitholder of Subsidiary Securities having a fair market value equal to the product of: (i) the remainder of the Redemption Price per Unit of the Units tendered for redemption to be so satisfied; and (ii) the number of Units tendered by such Unitholder for redemption. No Subsidiary Securities with a fair market value of less than $100 will be transferred and where the number of Subsidiary Securities to be received by such former Unitholder upon redemption in specie would otherwise include a Subsidiary Security with a fair market value of less than a multiple of $100, such number shall be rounded to the next lowest multiple of $100 and the excess shall be paid in cash. The portion of the Redemption Price payable pursuant to this Subsection 5.21(f) in respect of Units tendered for redemption during any month shall, subject to receipt of all necessary regulatory approvals, be paid by the transfer, to or to the order of the Unitholder who exercised the right of redemption, on the last day (the “ Transfer Date ”) of the calendar month following the month in which the Units were tendered for redemption, of the fair market value of Subsidiary Securities determined as aforesaid and the cash payment, if any, in accordance with the provisions of Subsection 5.21(d) applied mutatis mutandis . The Trust shall be entitled to all interest, if any, paid or declared payable on the Subsidiary Securities being transferred, to and including the Transfer Date. Payments by the Trust of the Redemption Price are conclusively deemed to have been made upon the mailing of the Subsidiary Securities and cheque, if any, by registered mail in a postage prepaid envelope addressed to such former Unitholder. Upon such payment, the Trust shall be discharged from all liability to the former Unitholder in respect of the Units so redeemed. Except as set out above, the terms and conditions of the Subsidiary Securities shall be as set out in the applicable indenture or similar agreement for such Subsidiary Securities.
(g) If, pursuant to Subsection 5.21(e)(i), Subsection 5.21(d) is not applicable to the Units tendered for redemption by a Unitholder, the Redemption Price per Unit to

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which the Unitholder would otherwise be entitled shall be paid and satisfied as follows:

(i) a portion of the Redemption Price per Unit equal to the Monthly Limit divided by the number of Units tendered for redemption in the month shall be paid and satisfied in cash, in accordance with Subsection 5.21(d) applied mutatis mutandis ; and
(ii) subject to receipt of all necessary regulatory approvals, the remainder of the Redemption Price per Unit shall be paid and satisfied by way of a distribution in specie to such Unitholder of Subsidiary Securities, in accordance with Subsection 5.21(e)(iii) applied mutatis mutandis .

Upon such payment, the Trust shall be discharged from all liability to the former Unitholder in respect of the Units so redeemed.

(h) All Units which are redeemed under this Section 5.21 shall be cancelled and such Units shall no longer be outstanding and shall not be reissued.
(i) Some or all of the Income of the Trust and the Net Realized Capital Gains of the Trust may, for purposes of computing the net Income of the Trust and the Net Realized Capital Gains of the Trust under the Tax Act or other tax legislation be treated as having been paid in the year by the Trust to the Unitholders redeeming Units in such year and, to the extent that the amount thereof so treated has been designated as taxable capital gains or income to such Unitholders, the holder’s redemption proceeds shall be reduced accordingly. Any such amounts shall be determined at the discretion of the Trustees; however, in all cases, a redeeming Unitholder will only be treated as having been paid an amount to which the Unitholder of the Units redeemed would be entitled to receive.

5.22 Purchase of Units

The Trust shall be entitled to purchase for cancellation at any time the whole or from time to time any part of the outstanding Units, at a price per Unit and on a basis determined by the Trustees, subject to compliance with all applicable securities laws, instruments, regulations, rules, blanket orders, notices or policies or the rules or applicable policies of any stock exchange.

5.23 Right to Acquire

(a) If, within 120 days after the date of a take-over bid, the take-over bid is accepted by the holders of not less than 90% of the outstanding Units (including Units issuable upon the surrender or exchange of any securities including Exchangeable Securities but not including any such Units held at the date of the take-over bid by or on behalf of the Offeror or Affiliates or Associates of the Offeror), other than Units held at the date of the take-over bid by or on behalf of the Offeror or an Affiliate or Associate of the Offeror, the Offeror is entitled, on complying with this Section 5.23 to acquire the Units held by a Dissenting Offeree, provided that

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such Units have been or are legally required to be taken up and paid for by the Offeror.

(b) An Offeror may acquire Units held by a Dissenting Offeree by sending by registered mail within 60 days after the date of termination of the take-over bid and in any event within 180 days after the date of the take-over bid, an Offeror’s notice to each Dissenting Offeree stating that:
(i) the Offerees holding more than 90% of the Units to which the bid relates accepted the take-over bid;
(ii) the Offeror is bound to take up and pay for or has taken up and paid for the Units of the Offerees who accepted the take-over bid;
(iii) a Dissenting Offeree is required to elect:
- (A) to transfer their Units to the Offeror on the terms on which the Offeror acquired the Units of the Offerees who accepted the take-over bid, or
- (B) to demand payment of the fair value of the Units in accordance with Subsections 5.23(i) to 5.23(r) by notifying the Offeror within 20 days after receiving the Offeror’s notice;
(iv) a Dissenting Offeree who does not notify the Offeror in accordance with Subsection 5.23(b)(iii)(B) is deemed to have elected to transfer the Units to the Offeror on the same terms that the Offeror acquired the Units from the Offerees who accepted the take-over bid; and
(v) a Dissenting Offeree must send notice to the Trust within 20 days after he or she receives the Offeror’s notice.
(c) Concurrently with sending the Offeror’s notice under Subsection 5.23(b), the Offeror shall send to the Trust a notice of adverse claim disclosing the name and address of the Offeror and the name of the Dissenting Offeree with respect to each Unit held by a Dissenting Offeree.
(d) A Dissenting Offeree to whom an Offeror’s notice is sent under Subsection 5.23(b) shall, within 20 days after receiving that notice:
(i) send the certificate(s) representing the Units to the Trust; and
(ii) elect:
- (A) to transfer the Units to the Offeror on the terms on which the Offeror acquired the Units of the Offerees who accepted the take-over bid; or

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- (B) to demand payment of the fair value of the Units in accordance with Subsections 5.23(i) to 5.23(r).
(e) A Dissenting Offeree who does not notify the Offeror in accordance with Subsection 5.23(d)(ii)(B) is deemed to have elected to transfer the Units to the Offeror on the same terms on which the Offeror acquired the Units from the Offerees who accepted the take-over bid.
(f) Within 20 days after the Offeror sends an Offeror’s notice under Subsection 5.23(b), the Offeror shall pay or transfer to the Trust the amount of money or other consideration that the Offeror would have had to pay or transfer to a Dissenting Offeree if the Dissenting Offeree had elected to accept the take-over bid under Subsection 5.23(d)(ii)(A).
(g) The Trust is deemed to hold in trust for the Dissenting Offeree the money or other consideration it receives under Subsection 5.23(f), and the Trust shall deposit the money in a separate account in a Canadian chartered bank and shall place the other consideration in the custody of a Canadian chartered bank or similar institution whose deposits are insured by the Canada Deposit Insurance Corporation.
(h) Within 30 days after the Offeror sends an Offeror’s notice under Subsection 5.23(b), the Trust shall:
(i) if the payment or transfer required by Subsection 5.23(f) is made, transfer to the Offeror the Units that were held by Dissenting Offerees;
(ii) give to each Dissenting Offeree who elects to accept the take-over bid terms under Subsection 5.23(d)(ii)(A) and who transferred his or her Units as required under Subsection 5.23(b), the money or other consideration to which the Offeree is entitled, disregarding fractional Units, if any, which may be paid for in money; and
(iii) if the payment or transfer required by Subsection 5.23(f) is made and the money or other consideration is deposited as required by Subsection 5.23(g), send to each Dissenting Offeree who has not sent its Unit certificate as required under Subsection 5.23(d) and a notice stating that:
- (A) the Dissenting Offeree’s Units have been cancelled,
- (B) the Trust or some designated Person holds in trust for the Dissenting Offeree the money or other consideration to which the Dissenting Offeree is entitled as payment for or in exchange for the Units, and
- (C) the Trust will, subject to Subsections 5.23(i) to 5.23(r), send that money or other consideration to that Offeree without delay after receiving the Units.

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(i) If a Dissenting Offeree has elected to demand payment of the fair value of his or her Units under Subsection 5.23(d)(ii)(B), the Offeror may, within 20 days after it has paid the money or transferred the other consideration under Subsection 5.23(f), apply to a court to fix the fair value of the Units of that Dissenting Offeree.
(j) If an Offeror fails to apply to a court under Subsection 5.23(i), a Dissenting Offeree may apply to a court for the same purpose within a further period of 20 days.
(k) Where no application is made to a court under Subsection 5.23(j) within the period set out in that subsection, a Dissenting Offeree is deemed to have elected to transfer their Units to the Offeror on the same terms that the Offeror acquired the Units from the Offerees who accepted the take-over bid.
(l) An application under Subsection 5.23(i) or 5.23(j) shall be made to a court having jurisdiction in the place where the Trust has its registered office.
(m) A Dissenting Offeree is not required to give security for costs in an application made under Subsection 5.23(i) or 5.23(j).
(n) On an application under Subsection 5.23(i) or 5.23(j):
(i) all Dissenting Offerees referred to in Subsection 5.23(d)(ii)(B) whose Units have not been acquired by the Offeror shall be joined as parties and are bound by the decision of the court; and
(ii) the Offeror shall notify each affected Dissenting Offeree of the date, place and consequences of the application and of their right to appear and be heard in Person or by counsel.
(o) On an application to a court under Subsection 5.23(i) or 5.23(j) the court may determine whether any other Persons is a Dissenting Offeree who should be joined as a party, and the court shall then fix a fair value for the Units of all Dissenting Offerees.
(p) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the Units of all Dissenting Offerees.
(q) The final order of the court shall be made against the Offeror in favour of each Dissenting Offeree and for the amount for the Units as fixed by the court.
(r) In connection with proceedings under this Section 5.23, a court may make any order it thinks fit and, without limiting the generality of the foregoing, it may:
(i) fix the amount of money or other consideration that is required to be held in trust under Subsection 5.23(g);

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(ii) order that money or other consideration be held in trust by a Person other than the Trust; and
(iii) allow a reasonable rate of interest on the amount payable to each Dissenting Offeree from the date they send or deliver notice under Subsection 5.23(d) until the date of payment.

5.24 Redemption of Initial Unit

Concurrently with the closing of the initial public offering of the Trust, the initial Unit held by DREAM will be redeemed by the Trust for a redemption price of ten dollars ($10.00) and upon the completion of such redemption, such Unit shall be cancelled and shall no longer be outstanding for any purpose under this Declaration of Trust.

ARTICLE 6 MEETINGS OF THE UNITHOLDERS

6.1 Annual Meeting

There shall be an annual meeting of unitholders, at such time and place in Canada as the Trustees shall prescribe, for the purpose of electing Trustees, appointing or changing the Auditors and transacting such other business as the Trustees may determine or as may properly be brought before the meeting. The annual meeting of the unitholders shall be held after delivery to the unitholders of the information referred to in Section 14.7 and, in any event, within 180 days after the end of each fiscal year of the Trust. The first annual meeting of unitholders shall be no later than June 29, 2015.

6.2 Special Meetings

The Trustees shall have power at any time to call special meetings of the unitholders at such time and place in Canada as the Trustees may determine. The unitholders holding in the aggregate not less than 5% of the votes attaching to all outstanding Trust Units (on a fully diluted basis) may requisition the Trustees in writing to call a special meeting of the unitholders for the purposes stated in the requisition. The requisition must state in reasonable detail the business proposed to be transacted at the meeting and shall be sent to each of the Trustees and to the principal office of the Trust. The unitholders have the right to obtain a list of the unitholders to the same extent and upon the same conditions as those which apply to shareholders of a corporation governed by the CBCA. Upon receiving the requisition, the Trustees shall call a meeting of the unitholders to transact the business referred to in the requisition, unless:

(a) a record date for a meeting of unitholders has been fixed and notice of the record date has been given to each stock exchange in Canada on which the Units are listed for trading;
(b) the Trustees have called a meeting of unitholders and have given notice thereof pursuant to Section 6.3;

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(c) in connection with the business as stated in the requisition:
(i) it clearly appears to the Trustees that the primary purpose of the matter covered by the requisition submitted by the unitholder is to enforce a personal claim or to redress a personal grievance against the Trust, the Trustees, the officers of the Trust or its security holders;
(ii) it clearly appears to the Trustees that the matter covered by the requisition does not relate in a significant way to the business or affairs of the Trust;
(iii) the Trust, at the unitholder’s request, included a matter covered by a requisition in an information circular relating to a meeting of unitholders held within two years preceding the receipt of such request, and the unitholder failed to present the matter, in person or by proxy, at the meeting;
(iv) substantially the same matter covered by the requisition was submitted to the unitholders in an information circular (including a dissidents information circular) relating to a meeting of the unitholders held within five years preceding the receipt of the unitholder’s request and the matter covered by the requisition did not receive the prescribed minimum amount of support at the meeting; or
(v) the rights conferred by this Section 6.2 are being abused to secure publicity; or
(d) the unitholders who submitted the requisition fail to continue to hold or own at least 5% of the votes attaching to all outstanding Trust Units (on a fully diluted basis) up to and including the day of the meeting.

Subject to the foregoing, if the Trustees do not within 21 days after receiving the requisition call a meeting, any unitholder who signed the requisition may call the meeting in accordance with the provisions of Sections 6.3 and 6.7 and the Trustees’ Regulations, mutatis mutandis . If there shall be no Trustees, the officers of the Trust (if any have been appointed) shall promptly call a special meeting of unitholders for the election of successor Trustees. The phrase “meeting of unitholders” wherever it appears in this Declaration of Trust shall mean and include both an annual meeting and any other meeting of the unitholders.

6.3 Notice of Meeting of the Unitholders

Notice of all meetings of unitholders shall be mailed or delivered by the Trustees to each unitholder at his or her address appearing in the Register, to each Trustee and to the Auditors not less than 21 days nor more than 60 days, or within such other number of days as required by law or the relevant stock exchange, before the meeting. Notice of any meeting of unitholders shall state the purposes of the meeting.

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6.4 Quorum

A quorum for any meeting of unitholders shall be individuals present not being less than two in number and being the unitholders or representing by proxy the unitholders who hold in the aggregate not less than 10% of the votes attached to all outstanding Trust Units (on a fully diluted basis), provided that if the Trust has only one unitholder, the unitholder present in person or by proxy constitutes a meeting and a quorum for such meeting. In the event of such quorum not being present at the appointed place on the date for which the meeting is called within 30 minutes after the time fixed for the holding of such meeting, the meeting, if convened on the requisition of unitholders, shall be dissolved, but in any other case shall stand adjourned to such day being not less than ten days later and to such place in Canada and time as may be fixed by the Chair of the meeting. If at such adjourned meeting a quorum as above defined is not present, the unitholders present either personally or by proxy shall form a quorum, and any business may be brought before or dealt with at such an adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same. The Chair, or, if the Chair is not present, the Vice-Chair (if any has been appointed) or any other Trustee determined by the Trustees, shall be the Chair of any meeting of unitholders.

6.5 Voting

Unitholders may attend and vote at all meetings of unitholders either in person or by proxy. Each Trust Unit shall entitle the holder thereof to one vote at all meetings of unitholders. Whenever any action is to be taken by the unitholders, they shall, except as otherwise required by this Declaration of Trust or by law, be authorized when approved by at least a majority of the votes cast at such meeting of unitholders. The Chair of any such meeting shall not have a second or casting vote.

6.6 Unitholder Vote on Sale of Trust Property

No sale of Trust Property as an entirety or substantially as an entirety (other than as a part of an internal reorganization approved by the Trustees) shall occur unless the same has been duly approved by at least 66⅔% of the votes cast by the unitholders at a meeting duly called for that purpose or by written resolution in lieu thereof.

6.7 Class Approval

If any business to be transacted at a meeting of unitholders would affect the rights of unitholders of one or more classes (or, subject to clause (c) below, series) in a manner different from the unitholders of any other class (or, subject to clause (c) below, series) then:

(a) reference to such fact, indicating each class so affected, shall be made in the notice of such meeting; and
(b) unitholders of a class so affected shall not be bound or adversely affected by any action to be taken at such meeting unless in addition to compliance with the other provisions of this Section:
(i) there are present in person or by proxy unitholders of such class who hold in the aggregate not less than 10% of the votes attached to such class or

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series, subject to the provisions of this Article as to quorum at adjourned meetings; and

(ii) the resolution is passed by the affirmative vote of at least two-thirds of the unitholders of such class; and
(c) the unitholders of a series of Trust Units of a class are entitled to vote separately as a series under this Section only if such series is affected by an amendment in a manner different from other Trust Units of the same class.

6.8 Record Dates

For the purpose of determining the unitholders who are entitled to receive notice of and vote at any meeting or any adjournment(s) or postponement(s) thereof or for the purpose of any other action, the Trustees may from time to time, without notice to the unitholders, close the transfer books for such period, not exceeding 35 days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not less than 30 days and not more than 60 days prior to the date of any meeting of unitholders or other action as a record date for the determination of the unitholders entitled to receive notice of and to vote at such meeting or any adjournment(s) or postponement(s) thereof or to be treated as the unitholders of record for purposes of such other action, and any unitholder who was a unitholder at the time so fixed shall be entitled to receive notice of and vote at such meeting or any adjournment(s) or postponement(s) thereof, even though such unitholder has since that date disposed of its Trust Units, and no unitholder becoming such after that date shall be entitled to receive notice of and vote at such meeting or any adjournment(s) or postponement(s) thereof or to be treated as a unitholder of record for purposes of such other action. If, in the case of any meeting of unitholders, no record date with respect to voting has been fixed by the Trustees, the record date for voting shall be 5:00 p.m. (Toronto time) on the Business Day immediately preceding the day on which the notice of the meeting is given.

6.9 Proxies

Whenever the vote or consent of the unitholders is required or permitted under this Declaration of Trust, such vote or consent may be given either directly by the unitholder or by a proxy in such form as the Trustees may prescribe from time to time or, in the case of a unitholder that is a body corporate or association, by an individual authorized by the board of directors or governing body of the body corporate or association to represent it at a meeting of the unitholders. A proxyholder need not be a unitholder. The Trustees may solicit such proxies from the unitholders or any of them for any matter requiring or permitting the unitholders’ vote, approval or consent.

The Trustees may adopt, amend or repeal such regulations relating to the appointment of proxyholders, and the solicitation, execution, validity, revocation and deposit of proxies, as they in their sole discretion from time to time determine.

An instrument of proxy executed in compliance with the foregoing shall be valid unless challenged at the time of or prior to its exercise, and the Persons challenging the instrument shall have the burden of proving, to the satisfaction of the Chair of the meeting at which the instrument is proposed to be used, that the instrument of proxy is invalid. Any decision of the

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Chair of the meeting in respect of the validity of an instrument of proxy shall be final and binding upon all Persons. An instrument of proxy shall be valid only at the meeting with respect to which it was solicited or any adjournment(s) or postponement(s) thereof.

A vote cast in accordance with any proxy shall be valid notwithstanding the death, incapacity, insolvency or bankruptcy of the unitholder giving the proxy or the revocation of the proxy unless written notice of the death, incapacity, insolvency, bankruptcy or revocation of the proxy has been received by the Chair of the meeting prior to the time when the vote is cast.

6.10 Personal Representatives

If a unitholder is deceased, his or her personal representative, upon filing with the Secretary of the meeting such proof of his or her appointment as the Secretary considers sufficient, shall be entitled to exercise the same voting rights at any meeting of unitholders as the unitholder would have been entitled to exercise if he or she were living and for the purpose of the meeting shall be considered to be a unitholder. Subject to the provisions of the will of a deceased unitholder, if there is more than one personal representative, the provisions of Section 5.17 relating to joint holders shall apply.

6.11 Attendance by Others

Any Trustee, officer of the Trust, representative of the Auditors, representative of the legal counsel of the Trust or other individual approved by the Trustees may attend and speak at any meeting of the unitholders.

6.12 Conduct of Meetings

To the extent that the rules and procedures for the conduct of a meeting of the Unitholders are not prescribed herein or in the Trustees’ Regulations, the rules and procedures shall be such reasonable rules and procedures as are determined by the Chair of the meeting and such rules and procedures shall be binding upon all parties participating in the meeting.

6.13 Binding Effect of Resolutions

Every resolution passed at a meeting in accordance with the provisions of this Article 6 shall be binding upon all unitholders, whether present at or absent from the meeting.

6.14 Resolution in Lieu of Meeting

Notwithstanding any other provision of this Declaration of Trust, a resolution signed in writing by all of the unitholders entitled to vote on that resolution at a meeting of unitholders is as valid as if it had been passed at a meeting of unitholders.

6.15 Actions by the Unitholders

Any action, change, approval, decision or determination required or permitted to be taken or made by the unitholders hereunder shall be effected by a resolution passed by the unitholders at a duly constituted meeting (or a written resolution in lieu thereof) in accordance with this Article 6.

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ARTICLE 7 MEETINGS OF THE TRUSTEES

7.1 Trustees May Act Without Meeting

The Trustees may act with or without a meeting. Any action of the Trustees or any committee of the Trustees may be taken at a meeting by vote of, or without a meeting by written consent signed by all of, the Trustees or the members of the applicable committee, as the case may be.

7.2 Notice of Meeting

Meetings of the Trustees may be held from time to time upon the giving of notice by any two Trustees. Regular meetings of the Trustees may be held without call or notice at a time and place in Canada fixed in accordance with the Trustees’ Regulations. Notice of the time and place of any other meetings shall be given (which need not be in writing) not less than 48 hours before the meeting but may be waived in writing by any Trustee either before or after such meeting. The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened. Each committee of Trustees appointed by the Trustees may adopt its own rules or procedures for the calling, conduct, adjournment and regulation of the meetings of such committees as it sees fit and may amend or repeal such rules or procedures from time to time; provided, however, that the Trustees’ Regulations and any such rules or procedures shall not be inconsistent with this Declaration of Trust.

7.3 Quorum

A quorum for all meetings of Trustees or any committee thereof shall be at least two Trustees or two Trustees on such committee, as the case may be, present in person, at least two of whom shall be Resident Canadians and a majority of whom shall be Independent Trustees; provided that if there is no quorum, the meeting may be adjourned to a Business Day on notice to all of the Trustees or members of such committee, as the case may be and, at the reconvened meeting, the presence of one Resident Canadian Trustee or one Resident Canadian member of such committee, as the case may be, is required in order to constitute a quorum. Notwithstanding any vacancy among the members of Trustees, a quorum of Trustees may exercise all of the powers of the Trustees.

7.4 Voting at Meetings

Questions arising at any meeting of the Trustees or of a committee of Trustees shall be decided by a majority of the votes cast. In the case of an equality of votes at any meeting of Trustees or of a committee of Trustees, the Chair of the meeting shall not have a second or casting vote in addition to his or her original vote, if any. Every meeting of the Trustees or any committee thereof shall take place in Canada.

7.5 Meeting by Telephone

Any Trustee may participate in a meeting of the Trustees or any committee thereof by means of a conference telephone or other communications equipment by means of which all Trustees

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participating in the meeting can hear each other and a Trustee so participating shall be considered for the purposes of this Declaration of Trust to be present in person at that meeting.

ARTICLE 8 DELEGATION OF POWERS

8.1 General

Except as prohibited by law, the Trustees may appoint from among their number a committee of Trustees and may delegate to such committee any of the powers of the Trustees, provided that a majority of the Trustees appointed to such committee shall be Resident Canadians. The Trustees shall have the power to appoint, employ or contract with any Person for any matter relating to the Trust or its assets or affairs. For certainty, the Trustees may delegate to any Person (including any one or more officers of the Trust (if any have been appointed)) the power to execute any document or enter into any agreement on behalf of the Trust or exercise any discretion or make any amendment in relation thereto. The Trustees may grant or delegate such authority to an advisor as the Trustees may in their sole discretion deem necessary or desirable without regard to whether such authority is normally granted or delegated by trustees. The Trustees shall have the power to determine the term and compensation of an advisor or any other Persons whom they may employ or with whom they may contract. The Trustees shall have the power to grant powers of attorney as required in connection with any financing or security relating thereto. Each member of a committee shall serve on such committee until she/he resigns from such committee or otherwise ceases to be a Trustee.

8.2 Audit Committee

The Trustees shall appoint an audit committee (the “ Audit Committee ”) consisting of at least three Trustees, all of whom shall, for the avoidance of doubt, be Independent Trustees. The Audit Committee shall assist the Trust Board in fulfilling its oversight responsibilities with respect to financial reporting, including: (a) overseeing the integrity of the Trust’s financial statements and financial reporting process, including the audit process and the Trust’s internal accounting controls and procedures and compliance with related legal and regulatory requirements; (b) overseeing the work, qualifications and independence of the Auditor; (c) providing an open avenue of communication between the Auditor, the Trust Board, the Asset Manager and any of its representatives in the course of performing their duties for or on behalf of the Trust; and (d) reviewing any significant transactions outside the Trust’s ordinary course of business. The Audit Committee will have direct communication channels with the Auditors and the representatives of the Asset Manager, including those responsible for financial and internal audit matters to discuss and review such issues as the Audit Committee may deem appropriate. The Auditors are entitled to receive notice of every meeting of the Audit Committee and, at the expense of the Trust, to attend and be heard thereat and, if so requested by a member of the Audit Committee, shall attend any meeting of the Audit Committee held during the term of office of the Auditors. Questions arising at any meeting of the Audit Committee shall be decided by a majority of the votes cast. Decisions may be taken by written consent signed by all of the members of the Audit Committee. The Auditors or a member of the Audit Committee may call a meeting of the Audit Committee on not less than 48 hours’ notice.

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8.3 Additional Committees

The Trustees may create such additional committees as they, in their discretion, determine to be necessary or desirable for the purposes of properly governing the affairs of the Trust; provided that the majority of the members of any additional committee must be Resident Canadians. Further, the Trustees may not delegate to any such additional committee any powers or authority in respect of which a board of directors of a corporation governed by the CBCA may not delegate.

8.4 Management of the Trust

The Trustees may exercise broad discretion in hiring officers, employees, agents and consultants to administer the Trust’s day-to-day operations, all subject to the overriding authority of the Trustees over the management and affairs generally of the Trust.

ARTICLE 9 DISTRIBUTIONS

9.1 Distributions

The Trust shall distribute to the Unitholders, to the extent possible, and such Unitholders shall have a right to receive, on or about each Distribution Date, such amount as the Trustees determine in their sole discretion out of funds legally available for distribution by the Trust, which amount shall be based upon the distributions by the Partnership to the Trust, net of general and administrative, operating and other expenses (including those set out in Section 10.1) and taxes paid or payable by the Trust. Any distribution shall be made on a Distribution Date proportionately to Persons who are Unitholders as of the close of business on the record date of such distribution, which shall be the last Business Day of the calendar month immediately preceding the month in which the Distribution Date falls or such other date, if any, as is fixed by the Trustees in accordance with Section 6.8.

Distributions shall be made in cash and may be invested in similar Units pursuant to any distribution reinvestment plan or unit purchase plan adopted by the Trustees. Any distribution shall be made proportionately to Persons who are the Unitholders as at the close of business on the record date for such distribution, which shall be December 31 in the applicable year, in the case of a year-end distribution, and otherwise, the last day of the calendar month immediately preceding the month in which the Distribution Date falls, or if such date is not a Business Day then the next following Business Day, or such other date, if any, as is fixed by the Trustees in accordance with Section 6.8.

In addition, the Trustees may declare to be payable and make distributions, from time to time, out of Income of the Trust, Net Realized Capital Gains of the Trust, the capital of the Trust or otherwise, in any year, in such amount or amounts, and on such dates on or before December 30 of that year as the Trustees may determine, to the extent such income, capital gains or capital has not already been paid, allocated or distributed to the Unitholders that are Unitholders at the record date for such distribution, to the extent such income, capital gains and capital may reasonably be considered to be attributable to and derived from the Trust’s investments.

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Having regard to the present intention of the Trustees to allocate, distribute and make payable to Unitholders all of the Income of the Trust, Net Realized Capital Gains of the Trust and any other applicable amounts so that the Trust will not have any liability for tax under Part I of the Tax Act in any taxation year (other than SIFT Taxes), the total amount to be distributed on or before the January 15[th] Distribution Date of each year in respect of the most recent taxation year of the Trust ending on or before such date (the “preceding taxation year”) pursuant to this Section 9.1 shall not be less than the amount necessary to ensure that the Trust shall not be liable to pay income tax under Part I of the Tax Act (other than SIFT Taxes) for the preceding taxation year, after taking into account any entitlement to a capital gains refund, and:

(a) the amount, if any, by which the Income of the Trust for such year (determined without regard to the Trust’s “non-portfolio earnings” (as defined in the Tax Act) for such year) exceeds the aggregate of the portions, if any, of each distribution made by the Trust pursuant to this Section 9.1 which have been determined by the Trustees, pursuant to Section 9.5, to have been payable by the Trust out of Income of the Trust for such year and the amount of income treated as having been paid in the year pursuant to Subsection 5.21(i); and
(b) the amount, if any, by which the Net Realized Capital Gains of the Trust for such year (determined without regard to the Trust’s “non-portfolio earnings” (as defined in the Tax Act) for such year) exceeds the aggregate of the portions, if any, of each distribution made by the Trust pursuant to this Section 9.1 which has been determined by the Trustees, pursuant to Section 9.5, to have been payable by the Trust out of Net Realized Capital Gains of the Trust for such year and the amount of taxable capital gain treated as having been paid in the year pursuant to Subsection 5.21(i);

shall, without any further actions on the part of the Trustees, be due and payable (“ year-end distribution ”) to the Unitholders that are Unitholders of record on December 31 of the preceding taxation year.

In addition to the distributions which are made payable to Unitholders, the Trustees may designate and make payable any income or capital gains realized by the Trust (including any income realized by the Trust on the redemption of Units in specie ) to redeeming Unitholders.

For certainty, it is hereby expressly declared that a Unitholder shall have the legal right to enforce payment of any amount on December 31 of any taxation year which is required to be distributed to a Unitholder hereunder on or after December 31. The Trustees, if they so determine when income has been accrued but not collected may, on a temporary basis, transfer sufficient monies from the capital to the income account of the Trust to permit distributions of income which are payable to be effected.

This Section 9.1 may be amended only if authorized by the vote of at least a majority of the votes cast at a meeting of the Unitholders called for that purpose, except where an amendment is required to ensure that the Trust is not liable to pay income tax under Part I of the Tax Act (other than SIFT Taxes).

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9.2 Allocation

Distributions payable to Unitholders pursuant to this Article 9 shall be deemed to be distributions of Income of the Trust (including dividends), net realized taxable capital gains of the Trust, Trust capital, amounts deemed under Tax Act to be paid out as “eligible dividends” or other items in such amounts as the Trustees in their absolute discretion, determine, and shall be allocated to the Unitholders in the same proportions as distributions received by the Unitholders, subject to the discretion of the Trustees to adopt an allocation method which the Trustees consider to be more reasonable in the circumstances including in accordance with Subsection 5.21(i).

9.3 Payment and Method of Distributions

(a) Distributions shall be made by cheque payable to or to the order of the Unitholder or by such other manner of payment approved by the Trustees from time to time. The payment, if made by cheque, shall be conclusively deemed to have been made upon hand delivery of a cheque to the Unitholder or to his or her agent duly authorized in writing or upon the mailing of a cheque by prepaid first-class mail addressed to the Unitholder at his or her address as it appears on the Register unless the cheque is not paid on presentation, or in any other manner determined by the Trustees in their sole discretion. In the case of joint registered Unitholders, any cash payment required hereunder to be made to a Unitholder shall be deemed to be required to be made to such Unitholders jointly and shall be paid by cheque or bank draft but may also be paid in such other manner as the joint registered Unitholders or any one of the joint registered Unitholders has designated to the Trustees and the Trustees have accepted. For certainty, 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 Trust 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 Trust 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. The receipt by the registered Unitholder in another acceptable manner of any payment not mailed or paid in accordance with this Section 9.3 shall be a valid and binding discharge to the Trust and to the Trustees for any payment made in respect of the registered Units and if several Persons are registered as joint registered Unitholders or, in consequence of the death, bankruptcy or incapacity of a Unitholder, one or several Persons are entitled so to be registered, subject to Section 5.17, in accordance with this Declaration of Trust, respectively, receipt of payment by any one of them shall be a valid and binding discharge to the Trust and to the Trustees for any such payment. The Trustees may issue a replacement cheque if they are satisfied that the original cheque has not been received or has been lost or destroyed upon being furnished with such evidence of loss, indemnity or other

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document in connection therewith that they may in their sole discretion consider necessary. No Unitholders will be entitled to recover by action or other legal process against the Trust any distribution that is represented by a cheque that has not been duly presented to the Trust’s banker for payment or that otherwise remains unclaimed for a period of six years from the date on which such distribution was payable.

(b) Where the Trustees determine that the Trust does not have available cash in an amount sufficient to make payment of the full amount of any distribution which has been declared to be payable pursuant to this Article 9 on the due date for such payment, the payment may, at the option of the Trustees, include the issuance of additional Units, or fractions of Units, if necessary, having a fair market value as determined by the Trustees equal to the difference between the amount of such distribution and the amount of cash which has been determined by the Trustees to be available for the payment of such distribution in the case of Units.

9.4 Income Tax Matters

In reporting income for income tax purposes the Trust shall claim the maximum amount available to it as deductions under the relevant law, unless the Trustees determine otherwise.

9.5 Designations

In accordance with and to the extent permitted by the Tax Act, the Trustees shall, in each year, make such designations for income tax purposes in respect of amounts paid or payable or deemed to be paid to the Unitholders for such amounts that the Trustees consider to be reasonable in the circumstances, including designations relating to distributions deemed to be received by Unitholders as “eligible dividends” for the purposes of the Tax Act, taxable dividends received or deemed to be received by the Trust in the year on shares of taxable Canadian corporations, net taxable capital gains of the Trust in the year, and foreign source Income of the Trust and foreign taxes in respect of such foreign source income for the year, if any. Where permitted by the Tax Act, the Trustees shall make designations under the Tax Act so that the amount distributed to a Unitholder but not deducted by the Trust would not be included in the Unitholder’s income for the purposes of the Tax Act. For certainty, it is hereby declared that any distributions of Net Realized Capital Gains of the Trust shall include the non-taxable portion of the capital gains of the Trust which are included in such distribution.

9.6 Withholding Taxes

Unless otherwise determined by the Trustees, the Trust shall deduct or withhold from distributions payable to any Unitholder amounts required by law to be deducted or withheld from such Unitholder’s distributions.

9.7 Definitions

Unless the context otherwise requires, any term in Article 1 and this Article 9 not otherwise defined herein shall have for the purposes of Article 1 and this Article 9 the meaning that it has in the Tax Act.

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ARTICLE 10 FEES AND EXPENSES

10.1 Expenses

The Trustees shall pay out of the Trust Property all expenses incurred in connection with the administration and management of the Trust and its investments, including:

(a) interest and other costs of borrowed money;
(b) fees and expenses of lawyers, accountants, the Auditors and other agents or consultants employed by or on behalf of the Trust;
(c) compensation, remuneration and expenses of the Trustees;
(d) fees and expenses connected with the acquisition, disposition and ownership of Trust Property permitted in this Declaration of Trust;
(e) insurance, including trustees, directors and officers liability insurance, as considered necessary by the Trustees;
(f) expenses in connection with payments of distributions of Units of the Trust;
(g) expenses in connection with communications to the unitholders and the other bookkeeping and clerical work necessary in maintaining relations with the unitholders;
(h) expenses of changing the terms of this Declaration of Trust or terminating the Trust;
(i) fees and charges of transfer agents, registrars, indenture trustees and other trustees and custodians; and
(j) all fees, expenses, taxes and other costs incurred in connection with the issuance, distribution, transfer and qualification for distribution to the public of Trust Units or other securities of the Trust and other required governmental filings,

provided that the Trust will not incur any expense that would cause the Trust to fail or cease to qualify as a “mutual fund trust” under the Tax Act.

ARTICLE 11 AMENDMENTS TO THE DECLARATION OF TRUST

11.1 Amendment by the Trustees

A majority of the Trustees may, without the approval of the Unitholders, from time to time, amend or alter the provisions of the Declaration of Trust, including amendments:

(a) for the purpose of ensuring continuing compliance with applicable laws (including the Tax Act), regulations, requirements or policies of any

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governmental authority having jurisdiction over; (i) the Trustees or over the Trust; (ii) the status of the Trust as a “mutual fund trust” under the Tax Act; or (iii) the distribution of Trust Units;

(b) to the extent deemed by the Trust Board in good faith to be necessary to remove any conflicts or other inconsistencies which may exist between any of the terms of this Declaration of Trust and the provisions of any applicable law;
(c) which, in the opinion of the Trust Board, acting reasonably, are necessary to maintain the rights of the unitholders set out in this Declaration of Trust;
(d) to the extent determined by the Trustees in good faith to be necessary to make any change or correction in the Declaration of Trust which is a typographical change or correction or which the Trustees have been advised by legal counsel is required for the purpose of curing any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error contained herein;
(e) (i) to create and issue one or more new classes of Preferred Units (each of which may be comprised of unlimited series) that rank in priority to the Units (in payment of distributions and in connection with any termination or winding-up of the Trust); and/or (ii) to remove the redemption right attaching to the Units and convert the Trust into a closed-end limited purpose trust, in each case at least 10 days following the issuance of a news release announcing such amendments;
(f) which are determined by the Trustees to be necessary or advisable to ensure that the Trust has not been established nor maintained primarily for the benefit of persons who are not Resident Canadians; and
(g) as otherwise deemed by the Trustees in good faith to be necessary or desirable.

In no event may the Trustees amend this Declaration of Trust if such amendment would (i) amend this Article 11; (ii) amend the unitholders’ voting rights; (iii) cause the Trust to fail or cease to qualify as a “mutual fund trust” under the Tax Act; or (iv) cause the Trust to be subject to tax under Part XII.2 of the Tax Act.

11.2 Amendments by the Unitholders

Except as otherwise provided in Sections 4.3, 9.1 and 11.1, this Declaration of Trust may be amended only if authorized by the vote of at least 66⅔% of the votes cast at a meeting of the Unitholders called for that purpose. Without limiting the generality of the foregoing, the following amendments will require the approval of at least 66⅔% of the votes cast by the Unitholders (at a meeting or by written resolution in lieu thereof):

(a) any amendment to this Declaration of Trust (subject to the exceptions as provided herein);
(b) the sale of Trust Property as an entirety or substantially as an entirety (other than as part of an internal reorganization of the Trust’s assets approved by the Trust Board);

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(c) the termination of the Trust by the unitholders;
(d) an exchange, reclassification or cancellation of all or part of the Trust Units;
(e) the addition, change or removal of the rights, privileges, restrictions or conditions attached to the Trust Units, including, without limiting the generality of the foregoing:
(i) the removal or change of rights to distributions attached to the Trust Units; or
(ii) the addition or removal of or change to conversion privileges, redemption privileges, voting, transfer or pre-emptive rights attached to the Trust Units;
(f) the creation of new rights or privileges attaching to certain of the Trust Units;
(g) any change to the existing constraints on the issue, transfer or ownership of the Trust Units; and
(h) the combination, amalgamation, merger or arrangement of the Trust with any other entity.

11.3 Supplemental Declaration of Trust

The Trustees are authorized to execute any supplemental Declaration of Trust to give effect to amendments to the Declaration of Trust made pursuant to this Article 11.

11.4 No Termination

No amendment to or amendment and restatement of this Declaration of Trust, whether pursuant to this Article 11 or otherwise, shall be construed as a termination of the Trust and the settlement or establishment of a new trust.

11.5 Matters Submitted for Vote of Unitholders

Nothing in this Declaration of Trust shall prevent the Trustees from submitting to a vote of the unitholders any matter which they deem appropriate. Except with respect to the matters specified in Sections 4.3, 6.6, 9.1, 11.2 and 12.1 or matters submitted to a vote of the unitholders by the Trustees, no vote of the unitholders shall in any way bind the Trust or Trustees.

In addition, the Trust will not agree to or approve any: (a) change to the Limited Partnership Agreement that would reasonably be regarded as material (including any amendment to the investment guidelines or operating policies of the Partnership contained in Section 7 of the Limited Partnership Agreement); or (b) removal of the General Partner in accordance with the terms of the Limited Partnership Agreement, without the approval of at least 66⅔% of the votes cast at a meeting of unitholders called for that purpose.

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ARTICLE 12 TERMINATION OF TRUST

12.1 Termination of the Trust

(a) The Trust will continue in full force and effect until such time as it is terminated by either the Trustees or the unitholders in accordance with the terms of this Article 12.
(b) The Trust may be terminated by the vote of at least 66⅔% of the votes cast at a meeting of unitholders called for that purpose.

12.2 Effect of Termination

Upon the termination of the Trust, the liabilities of the Trust shall be discharged with due speed, the net assets of the Trust shall be liquidated and the proceeds distributed to the Unitholders in accordance with their entitlements as provided herein. Such distribution may be made in cash or in kind or partly in each, all as the Trustees in their sole discretion may determine.

ARTICLE 13 LIABILITIES OF THE TRUSTEES AND OTHERS

13.1 Liability and Indemnification of the Trustees

The Trustees shall at all times be indemnified and saved harmless out of the Trust Property from and against all liabilities, damages, losses, debts and claims whatsoever, including costs, charges and expenses in connection therewith, sustained, incurred, brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done, acquiesced in or omitted in or about or in relation to the execution of their duties as Trustees and also from and against all other liabilities, damages, losses, debts, claims, costs, charges, and expenses (including legal fees and disbursements on a solicitor-and-his or her-own-client basis) which they sustain or incur in or about or in relation to the affairs of the Trust. Further, the Trustees shall not be liable to the Trust or to any unitholder or annuitant for any loss or damages relating to any matter regarding the Trust, including any loss or diminution in the value of the Trust or the Trust Property. The foregoing provisions of this Section 13.1 in favour of the Trustees do not apply to a Trustee unless:

(a) the Trustee acted honestly and in good faith with a view to the best interests of the Trust and the unitholders; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Trustee had reasonable grounds for believing his or her conduct was lawful.

13.2 Liability of the Trustees

The Trustees shall not be liable to the Trust or to any unitholder, annuitant or any other Person for the acts, omissions, receipts, neglects or defaults of any Person, firm or corporation employed or engaged by them as permitted hereunder, or for joining in any receipt or act of conformity or for any loss, damage or expense caused to the Trust through the insufficiency or deficiency of

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any security in or upon which any of the monies of or belonging to the Trust shall be paid out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any Person, firm or corporation with whom or which any monies, securities or property of the Trust shall be lodged or deposited, or for any loss occasioned by error in judgment or oversight on the part of the Trustees, or for any other loss, damage or misfortune which may happen in the execution by the Trustees of their duties hereunder, except to the extent the Trustees have not acted in accordance with Subsections 13.1(a) and 13.1(b).

13.3 Reliance Upon Advice

The Trustees may rely and act upon any statement, report or opinion prepared by or any advice received from the Auditors, lawyers or other professional advisors of the Trust and shall not be responsible or held liable for any loss or damage resulting from so relying or acting.

13.4 Liability of the Unitholders and Others

(a) Notwithstanding any other provision of this Declaration of Trust, no unitholder or annuitant shall be held to have any personal liability as such, and no resort shall be had to, nor shall recourse or satisfaction be sought from, the private property of any unitholder or annuitant for any liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Trust Property or the affairs of the Trust, including for satisfaction of any obligation or claim arising out of or in connection with any contract or obligation of the Trust or of the Trustees or any obligation which a unitholder or annuitant would otherwise have to indemnify a Trustee for any personal liability incurred by the Trustees as such (“ Trust Liability ”), but rather the Trust Property only is intended to be liable and subject to levy or execution for satisfaction of such Trust Liability. Each unitholder and annuitant shall be entitled to be reimbursed out of the Trust Property in respect of any payment of such Trust Liability made by such unitholder or annuitant.
(b) In addition to the policies set out in Article 4, the Trustees shall cause the operations of the Trust to be conducted, with the advice of counsel, in such a way and in such jurisdictions as to avoid, to the extent which they determine to be practicable and consistent with their fiduciary duty to act in the best interests of the unitholders, any material risk of liability on the unitholders for claims against the Trust, and shall, to the extent available on terms which they determine to be practicable, including the cost of premiums, cause the insurance carried by the Trust, to the extent applicable, to cover the unitholders and annuitants as additional insureds. Any potential liability of the Trustees with respect to the foregoing obligations or their failure to perform the same shall be governed by the provisions of Sections 13.1, 13.2 and 13.3.

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13.5 Execution of Documents on Behalf of the Trust

The Trust Board shall, where feasible, use reasonable efforts to ensure that every contract entered into by the Trustees as trustees of the Trust or by DREAM or any other representative of the Trust contains a provision substantially to the following effect:

“The parties hereto acknowledge that the [representative] is entering into this agreement solely on behalf of the Trust and the obligations of the Trust hereunder shall not be personally binding upon any of the Trustees, the [representative], any registered or beneficial holder of units or any annuitant or beneficiary of a trust governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan or deferred profit sharing plan or under a plan of which a holder of units acts as a trustee or carrier, and that resort shall not be had to, nor shall recourse be sought from, any of the foregoing or the private property of any of the foregoing in respect of any indebtedness, obligation or liability of the Trust arising hereunder or arising in connection herewith or from the matters to which this Agreement relates, and recourse shall be limited to, and satisfied only out of, the Trust’s assets.”

This provision shall be held in trust and enforced by the applicable representative or the Trust, as the case may be, for the benefit of the relevant unitholders, annuitants and beneficiaries. The omission of such a provision from any such written agreement shall not operate to impose personal liability on the Trustees, the applicable representative or any unitholder or any annuitant or beneficiary. The Trust shall use its reasonable efforts to include such a provision in contracts entered into by the Trust directly.

ARTICLE 14 GENERAL

14.1 Execution of Instruments

The Trustees shall have power from time to time to appoint any Trustee or Trustees or any Person or Persons on behalf of the Trust either to sign instruments in writing generally or to sign specific instruments in writing. Provisions respecting the foregoing may be contained in the Trustees’ Regulations.

14.2 Manner of Giving Notice

Any notice required or permitted by the provisions of this Declaration of Trust to be given to a unitholder, a Trustee or the Auditors shall be deemed conclusively to have been given if given either by delivery or by prepaid first-class mail addressed to the Unitholder at his or her address shown on the Register, to the Trustee at the last address provided by such Trustee to the Trust, or to the Auditors at the last address provided by the Auditors to the Trust, as the case may be.

14.3 Failure to Give Notice

The failure by the Trustees, by accident or omission or otherwise unintentionally, to give any unitholder or the Auditors any notice provided for herein shall not affect the validity, effect,

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taking effect or time of taking effect of any action referred to in such notice, and the Trustees shall not be liable to any unitholder for any such failure.

14.4 Auditors

The initial Auditors shall be PricewaterhouseCoopers LLP, unless otherwise determined by the Trustees. The Auditors shall be appointed at each annual meeting by a majority of the votes cast by the unitholders. If at any time a vacancy occurs in the position of Auditors, the Trustees may appoint a firm of chartered accountants qualified to practise in all provinces of Canada to act as the Auditors until the next annual meeting of the unitholders. The Auditors shall report to the Trustees and the unitholders on the annual financial statements of the Trust and shall fulfil such other responsibilities as they may properly be called upon by the Trustees to assume. The Auditors shall have access to all records relating to the affairs of the Trust. The Auditors shall receive such remuneration as may be approved by the Trustees.

14.5 Change of Auditors

Subject to applicable laws, the Auditors may at any time be removed and new Auditors appointed by a majority of the Trustees.

14.6 Fiscal Year

The fiscal year of the Trust shall end on December 31 in each year.

14.7 Reports to the Unitholders

Prior to each annual and special meeting of unitholders, the Trustees shall provide the unitholders (along with notice of such meeting) information similar to that required to be provided to shareholders of a public corporation governed by the CBCA and as required by applicable tax and securities laws.

14.8 Trust Property to be Kept Separate

The Trustees shall maintain the Trust Property separate from all other property in their possession.

14.9 Trustees May Hold Units

Any Trustee and any Associate of a Trustee may be a unitholder or may be an annuitant.

14.10 Trust Records

The Trustees shall prepare and maintain, at the principal office of the Trust or at any other place in Canada designated by the Trustees, records containing: (i) the Declaration of Trust; and (ii) minutes of meetings and resolutions of the unitholders. The Trust shall also prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the Trustees and any committee thereof. Such records shall be kept at the principal office of the Trust or at such other place as the Trustees think fit and shall at all reasonable times be open to inspection by the Trustees.

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14.11 Right to Inspect Documents

A unitholder and any agent, consultant or creditor of the Trust shall have the right to examine the Declaration of Trust, the Trustees’ Regulations, the minutes of meetings and resolutions of the unitholders, and any other documents or records which the Trustees determine should be available for inspection by such Person, during normal business hours at the principal office of the Trust. The unitholders and creditors of the Trust shall have the right to obtain or make or cause to be made a list of all or any of the registered holders of Trust Units, to the same extent and upon the same conditions as those which apply to shareholders and creditors of a corporation governed by the CBCA.

14.12 Taxation Information

On or before the 90[th] day of each calendar year, the Trust will provide to unitholders who received distributions from the Trust in either the prior calendar year or on or before January 15 of such year, such information regarding the Trust required by Canadian law to be submitted to unitholders for income tax purposes to enable unitholders to complete their tax returns in respect of the prior calendar year.

14.13 Income Tax Election

In respect of the first taxation year of the Trust, the Trust shall elect pursuant to subsection 132(6.1) of the Tax Act that the Trust be deemed to be a “mutual fund trust” for the purposes of the Tax Act for the entire year.

14.14 Consolidations

Any one or more Trustees may prepare consolidated copies of the Declaration of Trust as it may from time to time be amended or amended and restated and may certify the same to be a true consolidated copy of the Declaration of Trust, as amended or amended and restated.

14.15 Counterparts

This Declaration of Trust may be executed by the parties hereto in several counterparts and may be executed and delivered by facsimile or portable document format (PDF) and all the counterparts together shall constitute one and the same instrument, which shall be sufficiently evidenced by any such counterparts.

14.16 Severability

The provisions of this Declaration of Trust are severable and if any provisions are in conflict with any applicable law, the conflicting provisions shall be deemed never to have constituted a part of the Declaration of Trust and shall not affect or impair any of the remaining provisions thereof.

14.17 Governing Law

This Declaration of Trust shall be interpreted and governed by and take effect exclusively in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in that province. Any and all disputes arising under this Declaration of Trust, whether as to

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interpretation, performance or otherwise, shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario and each of the Trustees hereby irrevocably attorns, and each unitholder shall be deemed to hereby irrevocably attorn, to the exclusive jurisdiction of the courts of such province.

14.18 Language

Les parties aux présentes ont exigé que la présente déclaration de fiducie, ainsi que tous les documents et avis qui en découleront, soient rédigés en langue anglaise. The parties hereto have required that this Declaration of Trust and all documents and notices resulting herefrom be drawn up in English.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF the Trustees appearing below, having been duly authorized to execute and deliver this Declaration of Trust, have caused these presents to be signed as of the date first above written.

“Pauline Alimchandani”

Pauline Alimchandani

“Amar Bhalla” Amar Bhalla

“Karine MacIndoe” Karine MacIndoe

“Michael Tsourounis” Michael Tsourounis

Signature page to the amended and restated declaration of trust for Dream Impact Trust

AI assistant

Dream Impact Trust — Proxy Solicitation & Information Statement 2021

47213_rns_2021-05-04_f16fe521-502d-4d64-a4df-23d45e9040ee.pdf

CONTENTS

NOTICE OF 2021 ANNUAL AND SPECIAL MEETING OF UNITHOLDERS

MANAGEMENT INFORMATION CIRCULAR

VOTING INFORMATION

Who Can Vote

Voting Securities

Notice and Access

Q & A on Voting

Q: What am I voting on?

Q: Who is entitled to vote?

Q: Am I a registered Unitholder or a non-registered Unitholder?

Q: Why is this year’s Meeting virtual-only?

Q: If I am a registered Unitholder, how do I vote?

Q: If I am a non-registered Unitholder, how do I vote?

Q: Who is soliciting my proxy?

Q: What if I sign the form of proxy and/or voting instruction form sent to me?

Q: Can I appoint someone other than the Named Proxyholders to vote my Units?

A: Yes. You have the right to appoint a person other than the Named Proxyholders to be your proxyholder and such persons does not need to be a Unitholder.

Q: What do I do with my completed proxy or voting instruction form?

Q: Can I vote by Telephone?

Q: Can I vote by Internet?

Q: When is the deadline for me to vote by proxy?

Q: If I change my mind, can I submit another proxy or take back my proxy once I have given it?

Q: How will my Units be voted if I give my proxy?

Q: How do I access and vote at the Meeting?

Registered Unitholders

Non-Registered Unitholders

Proxyholders

Guests

Q: How can I ask questions at the Meeting?

Q: What if I have difficulties in accessing the Meeting?

Q: What if amendments are made to these matters or if other matters are brought before the Meeting?

Q: What is quorum for the Meeting?

Q: How many votes are required to pass each matter to be voted upon at the Meeting?

Q: Why is the Trust proposing to amend the Declaration of Trust?

Q: Why is the Trust proposing to issue Units in satisfaction of the management fees payable to the asset manager under the Management Agreement?

Q: If I need to contact Broadridge, how do I reach them?

Q: How can I request electronic delivery of Meeting Materials?

Principal Holders of Voting Securities

Note:

BUSINESS OF THE MEETING

Purpose of the Meeting

Receiving the Consolidated Financial Statements

Amendments to the Declaration of Trust

Proposed Amendments

DOT Amendments Resolution

“ RESOLVED THAT :

Election of Trustees

HIGHLIGHTS OF THE BOARD OF TRUSTEES:

Nominees to be Elected by Unitholders

Notes:

Appointment of Auditor

Auditor’s Fees

Notes:

Management Agreement Fee Proposal and Issuance of Units

Background to the Fee Proposal Resolution

Fee Proposal Resolution

“ RESOLVED THAT :

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

HIGHLIGHTS OF CORPORATE GOVERNANCE PRACTICES:

Trust Board

Overview

Mandate of the Trust Board

Governance

Compensation

Meetings of the Trust Board

Trustee Meetings without Management

Majority Voting Policy

Advance Notice Regulation

Diversity Policy

Independence of Trustees

Areas of Interlocking Trusteeships

Trustee Orientation and Education

New Trustee Orientation

Continuing Trustee Education

Regular Briefings

Internal Training

Dream Impact Trust Proxy Solicitation & Information Statement 2021