Fund governance of Armtec Infrastructure Income Fund and its affiliated operations is provided by a board of six Trustees, all of whom are independent of management.

	1. Chairman of the Board of Trustees 2. Chair of the Audit Committee 3. Chair of the Corporate Governance and Compensation Committee

The work of the Trustees is accomplished in part through its principal committees (Audit and Governance and Compensation), and directly by the Trustees: setting and monitoring compliance with a policy for the disclosure of material information, blackout periods, and other governance matters.

Pursuant to the Fund’s amended and restated declaration of trust dated July 27, 2004, the Trustees are responsible for, among other things:

• supervising the activities and managing the investments and the affairs of the Fund;
• maintaining records and providing reports to the unitholders;
• approving the financial statements of the Fund and the Management’s Discussion and Analysis accompanying such financial statements;
• effecting distributions from the Fund to unitholders;
• effecting the payment of the redemption or repurchase price for units;
• considering and approving all major decisions affecting the Fund and its subsidiaries and controlled entities including all acquisitions, dispositions, capital expenditures, debt financing and the issuance of units; and
• acting in accordance with their obligations contained in the Fund’s Declaration of Trust, the securities laws of each province of Canada and other relevant legislation and regulations.

The Corporate Governance and Compensation Committee is comprised of three Trustees, all of whom are independent.  The Chair of the Committee is Michael Skea and the other members are Robert Dryburgh and Robert Wright.

The Trustees have adopted a formal charter that sets out the responsibilities, duties and authorities for the Committee.  The Committee assists the Trustees in determining compensation of senior executive officers and all other key employees of the Fund and the Armtec Entities as well as reviewing the adequacy and form of Trustees’ compensation; performs annual reviews of the President and Chief Executive Officer’s corporate goals and objectives for the upcoming year; performs an appraisal of the President and Chief Executive Officer’s performance; and administers and makes recommendations with respect to the Fund’s incentive compensation plans.

The Committee’s executive compensation philosophy is intended to provide a competitive level of compensation and to reward individual performance.  The Fund’s executive compensation program is composed of base salary as well as short-term and long-term incentive plan rewards. The incentive plans are based on the achievement by the Fund of financial targets and on the achievement by the individual of personal goals and objectives.  The long term incentive plan is designed to attract, retain and motivate key personnel and encourage ownership of Units.  The short term incentive plan is designed to achieve the growth and efficiencies required in the short term.

The Trustees have appointed an Audit Committee consisting of three Trustees, all of whom are independent and financially literate. The Chair of the Committee is Brian Jamieson and the other two members are Michael Lay and John Richardson.

The Audit Committee is responsible for the oversight and supervision of:

	The accounting and financial reporting practices and procedures; The adequacy of the internal accounting controls and procedures; and, The quality and integrity of the financial statements.

In addition, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the external auditor, as well as the pre-approval of all non-audit services to be provided by the external auditor, and for directing the auditor's examination into specific areas of the business of the Fund.

The audit committee has a written charter that establishes procedures to deal with complaints regarding accounting, internal accounting controls or auditing matters and to deal with confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.

For a complete statement of the Trustees' charter and responsibilities, please review the most recent Management Information Circular.