Policies & Procedures for the Board

TRIMAC TRANSPORTATION SERVICES INC.
BOARD OF DIRECTORS
BOARD MANDATE

A. PURPOSE AND ROLE
The Board of Directors of Trimac Transportation Services Inc. (the Corporation) has the duty to supervise the management of the business and affairs of the Corporation. In addition, the Corporation acts as administrator of Trimac Income Fund (Fund) and the TIF Commercial Trust (TIF) and General Partner of Trimac Transportation Services Limited Partnership (TTSLP).

Under the Declarations of Trust and the Administration Agreement establishing and providing for the governance of the Fund and TIF and under the Limited Partnership Agreement governing TTSLP, the Corporation has assumed a wide range of duties and responsibilities regarding the management and administration of the operations and affairs of the Fund, TIF and TTSLP.

Each member of the Board is required to act honestly and in good faith with a view to the best interests of the Corporation and, as a consequence of the Corporation's duties and responsibilities to the Fund, TIF and TTSLP, is effectively also required to act honestly and in good faith with a view to the best interests of the Fund, TIF and TTSLP.

In addition, each member of the Board must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The officers and employees of the Corporation and TTSLP are responsible for the day-to-day management and conduct of the business of the Corporation and TTSLP and the implementation of the strategic plan approved by the Board, as well as discharging the general and administrative obligations of the Fund and TIF. Under this mandate the Board explicitly assumes the responsibility for the stewardship of the Fund, TIF, the Corporation and TTSLP. The role of the Board is one of supervision, stewardship and oversight.

This guideline is intended to be broad and flexible and to provide parameters and direction to the Board regarding its duties and responsibilities.

B. RESPONSIBILITIES
The Board's responsibilities shall include:
(a) to the extent feasible, satisfying itself as to the integrity of the Chief Executive Officer and other executive officers and that the Chief Executive Officer and the other executive officers create a culture of integrity throughout the organization;

(b) the adoption of a strategic planning process, the review and approval of a strategic plan which takes into account, among other things, the nature of the Fund and the opportunities and risks associated with the businesses of the Corporation and TTSLP, and the periodic monitoring, review, and updating of the strategic plan;

(c) the identification and understanding of the principal business risks of the Corporation's and TTSLP's businesses and to confirm that management has implemented appropriate systems to manage these risks;
(d) the oversight of succession planning, including the appointment, development and monitoring of senior executives;

(e) the nomination for appointment or re-appointment of the external auditors of the Fund, TIF, the Corporation and TTSLP;

(f) subject to the Unanimous Shareholders Agreement governing the Corporation, the designation of nominees for election to the Board and subject to the Declaration of Trust governing the Fund, the designation of nominees as Trustees of the Fund;

(g) the adoption and periodic review of the communications and disclosure policy of the Fund and the Corporation which, among other matters, focuses on promoting consistent disclosure practices aimed at informative, timely and broadly disseminated material information;

(h) the review of the integrity of the Corporation's and TTSLP's internal control and management information systems;
(i) the development of the Corporation's approach to corporate governance, including:
(i) developing a set of corporate governance principles and guidelines applicable to the Fund and the Corporation;
(ii) developing position descriptions for the Chairman of the Board and the chair of each committee of the Board;
(iii) developing, together with the Chief Executive Officer, a position description for the Chief Executive Officer, which delineates management's responsibilities, and approving the corporate goals and objectives that the Chief Executive Officer is responsible for meeting;
(iv) ensuring that all new directors receive a comprehensive orientation, understand the role of the Board and its committees as well as the contribution individual directors are expected to make, and understand the nature and operation of the Corporation's and TTSLP's business; and
(v) provide continuing education opportunities for all directors focused on the business of TTSLP.

(j) the development of measures for receiving unitholder feedback;

(k) the final approval with regard to:
(i) capital expenditures in excess of the approved budgetary amounts as provided in Section G below;
(ii) debt or equity financings, and the payment of any commissions and fees in connection thereto;
(iii) amendments to the distribution policy of the Fund;
(iv) appointment of officers of the Corporation;
(v) submitting to the shareholders of the Corporation or to the unitholders of the Fund, as applicable, any question or matter requiring their respective approval;
(vi) subject to the terms thereof, purchasing, redeeming or otherwise acquiring securities issued by the Corporation, the Fund, TIF or TTSLP;
(vii) approving the annual management proxy circular and annual information form of the Fund; and
(viii) approving the annual financial statements of the Corporation, the Fund and TTSLP and approval and/or delegation of approval of interim financial statements of the Fund and TTSLP to the Audit Committee.

C. COMPOSITION OF THE BOARD
The Board shall consist of not less than three and not more than nine directors, at least one-half of who are resident Canadians (as defined in the Business Corporations Act (Alberta)) and otherwise composed in accordance with the Unanimous Shareholders Agreement governing the Corporation. The Board shall be responsible for determining whether any particular director is independent in accordance with applicable laws and regulations.

D. BOARD COMMITTEES
The Board shall have the following standing committees:
(a) Audit Committee; and
(b) Governance and Compensation Committee.
The composition and responsibilities of these committees shall be as set forth in the Terms of Reference for these committees as prescribed from time to time by the Board and the Terms of Reference shall be reviewed periodically by the Board. The Board may constitute additional standing committees or special committees with special mandates as may be required or appropriate from time to time.

At each meeting of the Board, committees of the Board shall report any recent developments or activities undertaken by the respective committees.

Appointment of members to standing committees shall be the responsibility of the Board, having received the recommendation of the Governance and Compensation Committee.

In discharging his or her obligations, an individual director may engage outside advisors, at the expense of the Corporation, in appropriate circumstances and subject to the approval of the Governance and Compensation Committee. In addition, any committee of the Board has the authority to engage outside advisors without prior approval of the Governance and Compensation Committee.

E. CHAIRMAN OF THE BOARD/LEAD DIRECTOR
The Board shall be responsible for the selection of a Chairman of the Board. If the Chairman of the Board is not independent as determined by reference to National Policy 58-201, the Board shall appoint a Lead Director who is independent. The responsibilities of the Lead Director, if appointed, shall be established by the Board following receipt of the recommendation of the Governance and Compensation Committee.

F. BOARD MEETINGS
The Board will meet at least four times per year at pre-scheduled meetings and will meet at other times as may be required. All Board members are expected to attend pre-scheduled meetings in person and to attend other meetings in person or by telephone if possible.

Information and data that is important to the Board's understanding of the businesses of the Corporation should be distributed to the Board on a timely basis in advance of the meetings. Board members are expected to have reviewed meeting materials before the meeting. Management should make every attempt to ensure that this material is as concise as possible while still providing the information relevant to proposed Board discussion. Care should be taken to ensure that the Board is not called upon too late in the decision-making process.

As a general rule, presentations on specific subjects should be sent to the Board members in advance in order to provide a reasonable opportunity to review the materials so that at the meeting the Board may focus on a discussion of the materials.

Senior management should be invited to attend the Board meetings as appropriate to expose the directors and key members of management to each other and to provide additional insight into the items being considered by the Board.

At every regularly scheduled meeting, the Board shall hold an in-camera session of the directors, without management present and independent directors shall hold an in-camera session without management and non-independent directors present.

G. MANAGEMENT APPROVAL LIMITS
Management is authorized to incur costs and expenses within the approved budget. Where it is proposed to reallocate part of the approved capital budget to a capital expenditure not contemplated in the approved budget, the Chairman and the Chief Executive Officer shall determine whether Board approval is required, provided that Board approval shall be obtained for any such reallocation in excess of $3.0 million.

In addition, Board approval is required prior to the acquisition of the shares or the business and assets of an ongoing business where the purchase price is in excess of $3.0 million. Where the purchase price for any such acquisition is less than $3.0 million, Board approval is required, if:

(a) the acquisition cannot be financed through existing lines of credit; or
(b) the cumulative amount of all such acquisitions in a fiscal year exceeds $5.0 million.