1. INTRODUCTION

This Policy sets out DREAMLINE COMMODITIES LTD. (here and after the Company) arrangements in connection with the identification, documentation, escalation and management of Conflicts of Interest, including where such Conflicts of Interest arise in the context of Trade Business and other connected regulations.

This statement applies to all employees. It also applies to contract workers. Managers of Units that engage contract workers must familiarize themselves with requirements in this policy and must exercise their supervisory duties accordingly.

2. WHAT CONFLICT OF INTERESTS IS?

The Conflict of Interest is a situation where one or more persons or entities have competed interests and the serving of one interest may involve detriment to another.

This policy applies to the extent that a Conflict of Interest gives rise to the risk of one or more of the following: the Company and/or an Employee failing to comply with legal or regulatory obligations; the Company and/or an Employee failing to fulfil a duty of care, trust or loyalty owed to another person or entity such as a client; employee’s professional judgement and objectivity being compromised and/or hindering the proper discharge of their duties and responsibilities; an Employee engaging in unethical conduct; and/or the Company obtaining improper advantage or treatment or giving rise to the appearance of impropriety and reputational damage, including as it relates to the manner in which business is awarded to or by the Company. The Conflict of Interest under this policy includes both an actual Conflict of Interest (i.e., a Conflict of Interest that has arisen) and a potential Conflict of Interest (i.e., a Conflict of Interest that may arise given particular facts and circumstances). It also includes a perceived Conflict of Interest (i.e., a situation which may give rise to the perception of a Conflict of Interest), even where a Conflict of Interest may not in fact exist.

Certain Conflicts of Interest are persistent and need to be managed on an ongoing basis, while others may arise in relation to a single event (e.g., a transaction) and can usually be managed by one-off measures.

Failure to identify and appropriately manage Conflicts of Interest could result in inappropriate or a range of adverse consequences for clients, the Company and employees, such as reputational damage, damage to client relationships and loss of client business, regulatory sanctions, and risk of litigation.

To assist in the identification of Conflicts of Interest, Annex 1 includes non-exhaustive lists of: relationships where conflicts of Interest may arise, conflicts of Interest scenarios, as well as a sample of specific examples of circumstances in which these Conflicts of Interest arise.

3. APPROACH TO CONFLICTS MANAGEMENT

DREAMLINE (the Company) seeks to ensure that a Conflict of Interest does not adversely affect the interests of clients, the Company, its shareholders or other stakeholders through the identification, prevention or management of the Conflict of Interest.

Some Conflicts of Interest are not permitted as a matter of law or regulation and others are permitted so long as the Company has appropriate means by which to manage them. The Company may utilize a number of means (which may be used individually or in combination) to manage a Conflict of Interest including: organizational arrangements, described in Annex 2; policies, procedures and controls, described in Annex 3; disclosure designed to inform the affected parties of the Conflict of Interest and its likely impact on them, described in Annex 3; avoidance of the service, activity or matter-giving rise to the Conflict of Interest where the Conflict of Interest cannot be prevented or managed effectively using other means. 4. EMPLOYEE RESPONSIBILITIES

As part of the Company’s approach to conflicts management, employees must fulfil the responsibilities outlined below when performing their roles at DREAMLINE.

5. ALL EMPLOYEES

All employees are responsible for identifying and managing Conflicts of Interest on an ongoing basis and are required to:

-comply with this policy, rules and other applicable policies and procedures relating to the identification, documentation, escalation and management of Conflicts of Interest;

-act with integrity and exercise good judgement and discretion;

-act with the requisite degree of independence and objectivity when discharging their responsibilities at the Company;

-avoid, wherever possible, situations giving rise to Conflicts of Interest due to any of the following:

-- personal financial interest;

-- family members or close personal relationships;

-- previous, current or potential future involvement in an activity or endeavor (whether at the Company or externally);

-- different roles and responsibilities at the Company;

-- immediately notify their supervisor and Compliance of the existence and general nature of a Conflict of Interest.

-immediately disclose Conflicts of Interest to the chairperson, when participating in decision-making fora and, if the chairperson so determines, remove themselves from the decision-making process and not seek to influence such decisions any further;

-not be in a supervisory, subordinate or control relationship (having influence over conditions of employment) with closely related persons including family members or close personal relationships;

-not misuse information obtained in the course of working at the Company;

-manage work-related information on the basis of the Company’s need-to-know principle, respecting information barriers and duties of confidentiality at all times;

-challenge and escalate promptly issues of concern to their supervisors and Compliance so that Conflicts of Interest may be appropriately reviewed, managed and resolved;

-upon joining the Company and on a periodic basis thereafter, complete all attestations required by Compliance;

-comply with applicable rules, which require transactions and arrangements between the Company and a Related Party to be carried out on an arms-length basis.

6. SUPERVISORS

Employees, who act in a supervisory capacity, are required to:

-actively seek to identify, mitigate and, to the extent required by Unit procedures, document Conflicts of Interest in their area of responsibility, including in connection with any current or planned activities;

-assess any Conflicts of Interest reported to them to determine if a Conflict of Interest exists;

-determine, after consulting Compliance and other control functions as required, the best course of action to resolve, manage or avoid the Conflict of Interest, including further escalation to a higher management authority where necessary or the (temporary or permanent) withdrawal of oversight of a given matter or activity from the Employee concerned; review on an annual basis or more regularly any reported Conflicts of Interest to ensure these are being managed in accordance with any agreed resolution; allocate responsibilities to employees who report to them in a manner that does not lead to Conflicts of Interest and avoid allocation of responsibilities, which will compromise the independence of control functions of the Company.

7. SENIOR MANAGEMENT

Members of Senior Management are responsible for overseeing the identification, documentation, escalation and management of all Conflicts of Interest as they arise within their relevant areas of responsibility at the Company.

Members of Senior Management are required to: sponsor and encourage an appropriate culture which emphasizes the importance of ethical treatment of clients and the fair handling of Conflicts of Interest; be engaged in the implementation of policies, procedures and arrangements for the identification, documentation, escalation, management and ongoing monitoring of Conflicts of Interest; be engaged in the clear communication of policies, procedures and expectations and the sharing of best practice throughout the Company; adopt a holistic view to identifying potential and emerging Conflicts of Interest within and across business divisions and infrastructure functions and to facilitate informed judgements with respect to materiality and the manner in which conflicts are handled; raise awareness and promote adherence of employees in completing regular training both at induction and in the form of refresher training; sponsor systems and controls to document, track, manage and mitigate Conflicts of Interest risk, and regularly review their effectiveness; consider the implications and take corrective action, where required, in connection with performance measurements or incentive schemes that may incentivize an employee to act contrary to the duties and responsibilities owed to the Company and under applicable rules; utilize management information to remain sufficiently up-to-date and informed in connection with the matters listed above.

8. BOARD MEMBERS

Key obligations of Board Members of DREAMLINE entities in connection with Conflicts of Interest are as following: Board Members must generally act in the best interest of DREAMLINE they represent and ensure that procedures are in place so that transactions between DREAMLINE and/or another DREAMLINE entity are generally undertaken only on an arms-length basis. In this context, a Board Member:

-may consider the aligned interests of the Company as an element in their decision-making process;

-may give the Company’s interest significant weight where the Board Member considers this to be in the best interest of the relevant DREAMLINE entity; has the responsibility to weigh the merits of DREAMLINE entity’s interests and the DREAMLINE’ interests in the decision-making process;

Board Members must ensure that business decisions are unaffected by Conflicts of Interest and must therefore:

-proactively identify Conflicts of Interest resulting from their Board position (whether as a member of the management or the supervisory function) and disclose such Conflicts of Interest as required by the applicable terms of reference and rules;

-refrain from any action that might be detrimental to DREAMLINE for which they are a Board Member. Material Conflicts of Interest, individually and collectively, should be adequately documented, communicated to, discussed and duly managed by the relevant Board;

-In general, a Board Member must not be involved in any kind of business which is in competition with DREAMLINE in which the Board membership is held without prior approval by the shareholders of the relevant DREAMLINE entity or the Board, as applicable under the relevant rules;

A Board Member cannot represent DREAMLINE in dealings with himself or herself, or with a third-party represented by himself or herself, unless the relevant rules permit such representation on the basis of consent (for example, by way of shareholders’, supervisory or unitary management board resolution) and such consent is granted.