The Noranda Income Fund

NORANDA INCOME FUND

(An unincorporated open-ended trust created under the laws of the Province of Ontario)

NOTICE OF ANNUAL GENERAL MEETING OF UNITHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Meeting") of the holders of priority units and special fund units (collectively the "Unitholders") of Noranda Income Fund (the "Fund") will be held on Tuesday, July 28th, 2015 at 10:00 a.m. (Toronto time) at the Toronto Stock Exchange TMX Broadcast Centre, 130 King Street West, Toronto, Ontario in the Gallery Room, for the following purposes:

1. To receive and consider the consolidated financial statements of the Fund for the fiscal year ended December 31st, 2014, together with the report of the auditors thereon (see "Matters to be Acted on at the Meeting – Financial Statements" in the Circular (as defined below));

2. To reappoint the auditors of the Fund for the ensuing year and authorize the trustees of Noranda Operating Trust (the "Operating Trust") to fix the auditors' remuneration (see "Matters to be Acted on at the Meeting – Appointment and Remuneration of Auditors of the Fund" in the Circular);

3. To direct and instruct Canadian Electrolytic Zinc Limited, as administrator of the Fund (the "Administrator") as to the manner in which the Administrator shall vote the Fund's units of the Operating Trust to elect the trustees of the Operating Trust (the "Trustees"), reappoint the auditors of the Operating Trust for the ensuing year and authorize the Trustees to fix the auditors' remuneration (see "Matters to be Acted on at the Meeting – Directions and Instructions to the Sole Trustee" in the Circular); and

4. To transact such further or other business that may properly come before the Meeting or any adjournment or postponement thereof.

The Administrator, on behalf of the Fund, has fixed June 18th, 2015 as the record date for determining those Unitholders entitled to receive notice of and to vote at the Meeting and any adjournment or postponement thereof. The management information circular of the Fund dated June 22nd, 2015 (the "Circular") and the accompanying form of proxy or voting instruction form provide additional information relating to the matters to be dealt with at the Meeting and form part of this Notice of Meeting. You are encouraged to access and review all important information contained in the Circular before voting. The Circular and the Fund's annual report in respect of fiscal 2014, which includes the Fund's management's discussion and analysis and the annual audited consolidated financial statements for the fiscal year ended December 31st, 2014 (collectively, the "Meeting Materials") are available on the Fund’s website at http://www.norandaincomefund.com/investor/agm_materials.html or under the Fund’s SEDAR profile at www.sedar.com. If you would like to obtain paper copies of the Meeting Materials, you must call our toll-free number at 1-877-907-7643. To facilitate timely delivery, all requests for paper copies of the Meeting Materials must be received by July 17th, 2015.

If you are unable to attend the Meeting in person, please complete, sign and return the enclosed form of proxy or voting instruction form, as applicable, to the Fund, c/o its registrar and transfer agent, Computershare Trust Company of Canada, in the envelope provided for that purpose, or deliver it by hand to the Fund, c/o Computershare Trust Company of Canada at 100 University Avenue, 9th floor, Toronto, Ontario, M5J 2Y1. In all cases, Unitholders should carefully follow the instructions set out in the form of proxy or voting instruction form, as applicable, accompanying this Notice of Meeting in order to have your priority units and special fund units voted at the Meeting. In order to be effective, proxies must be received not later than 4:00 p.m. (Toronto time) on Friday July 24th, 2015, or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of any adjournment or postponement thereof. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his discretion, however, the Chair is under no obligation to accept or reject any particular late proxy. DATED at Salaberry-de-Valleyfield, Québec, this 22nd day of June 2015. By order of Canadian Electrolytic Zinc Limited, the Administrator of the Fund

Ginette Berthel Corporate Secretary

NORANDA INCOME FUND

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

This management information circular, including the appendices hereto (the "Circular"), is furnished in connection with the solicitation of proxies by or on behalf of Canadian Electrolytic Zinc Limited, the administrator (the "Administrator") of Noranda Income Fund (the "Fund") for use at the annual general meeting (the "Meeting") of holders of priority units ("Priority Units") and special fund units ("Special Fund Units" and, together with the Priority Units, the "Units") of the Fund to be held on Tuesday, July 28th, 2015 at 10:00 a.m. (Toronto time), at the Toronto Stock Exchange TMX Broadcast Centre, 130 King Street West, Toronto, Ontario in the Gallery Room, or any adjournment or postponement thereof, for the purposes set forth in the notice of Meeting (the "Notice"). Solicitation by the Administrator will be made primarily by mail but proxies may also be solicited personally, in writing, by Internet, facsimile or other electronic form of communication or by telephone by regular employees, officers, trustees, directors, members or agents of the Administrator, the Fund, Noranda Operating Trust (the "Operating Trust") or Computershare Trust Company of Canada, the sole trustee (the "Sole Trustee") of the Fund, at a nominal cost. The costs of solicitation will be borne by the Fund.

The Administrator, on behalf of the Fund, has fixed June 18th, 2015 as the record date (the "Record Date") for determining those holders of Units (the "Unitholders") entitled to receive notice of and to vote at the Meeting or any adjournment or postponement thereof.

The information contained in this Circular is given as at June 22nd, 2015 and all currency references are to Canadian dollars, unless otherwise indicated.

APPOINTMENT OF PROXIES

The persons named in the form of proxy or voting instruction form are the trustees of the Operating Trust. Each Unitholder has the right to appoint a person other than any person named in the form of proxy, who need not be a Unitholder, to represent the Unitholder at the Meeting. This right may be exercised by inserting the name of the person to be appointed by the Unitholder in the space provided in the form of proxy and striking out the names of the Administrator’s nominees or by completing another valid form of proxy. For further details, see the section entitled "Voting of Units" below.

To be effective, proxies must be deposited with the Fund, c/o its registrar and transfer agent, Computershare Trust Company of Canada, at 100 University Avenue, 9th floor, Toronto, Ontario, M5J 2Y1 so as to arrive not later than 4:00 p.m. (Toronto time) on Friday July 24th, 2015 or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time when such adjourned or postponed meeting is reconvened. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, however, the Chair is under no obligation to accept or reject any particular late proxy.

REVOCATION OF PROXIES

A Unitholder who has given a proxy may revoke the proxy at any time by an instrument in writing, including another valid form of proxy, duly executed by the Unitholder or by his or her attorney duly authorized in writing, deposited with the Fund as provided above. A Unitholder may also revoke a proxy in any other manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter.

VOTING OF UNITS

1. VOTING OF UNITS – GENERAL PROVISIONS

On any ballot that may be called for, the persons designated in the form of proxy or voting instruction form will vote "FOR" or "AGAINST" or "WITHHOLD" from voting the Units of the Fund in respect of which they are appointed by proxy in accordance with instructions of the Unitholder indicated on the proxy or the instruction form. In the absence of instructions with respect to a particular matter, the Units will be voted "FOR" the resolution as indicated under the appropriate heading in this Circular. For further details, see the section entitled "Matters to be Acted on at the Meeting" below.

The form of proxy confers discretionary authority with respect to amendments or variations to the matters identified in the Notice and other matters which may properly come before the Meeting. As at the date of this Circular, the Administrator is not aware of any amendments, variations or other matters to come before the Meeting, except those which are indicated in the Notice.

2. VOTING BY NON-REGISTERED UNITHOLDERS

The only registered holder of Priority Units of the Fund is CDS & Co. which is the nominee of CDS Clearing and Depository Services Inc. ("CDS"), an entity which acts as a clearing agent for intermediaries (each an "Intermediary") such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans. In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer, the Fund has distributed the Notice and the form of proxy to CDS and the Intermediaries for onward distribution to non-registered holders ("Non-Registered Holders") and has made available on the Internet, this Circular and the Fund's annual report in respect of fiscal 2014 (the "Annual Report") (which includes the Fund's management's discussion and analysis (the "MD&A") and the annual audited consolidated financial statements for the fiscal year ended December 31st, 2014 (the "Consolidated Financial Statements")) (collectively, the "Meeting Materials"). Units held by CDS for any Intermediary can only be voted upon the instructions of the Non- Registered Holder of Units on whose behalf such Units are held. Without specific instructions, Intermediaries are prohibited from voting Units on behalf of their clients. Non-Registered Holders who have not objected to their Intermediary disclosing certain information about them to the Fund are referred to as "NOBOs", whereas Non-Registered Holders who have objected to their Intermediary disclosing ownership information about them to the Fund are referred to as "OBOs". The Fund has chosen not to distribute the Meeting Materials to NOBOs. The Fund will assume the cost of delivery of the Meeting Materials by the Intermediaries to the OBOs.

The Intermediary holding the Units on your behalf is required to forward the Notice and the form of proxy to you, unless you have waived your right to receive them, and to seek your instructions as to how to vote your Units in respect of each of the matters described in this Circular to be voted on at the Meeting. Very often, Intermediaries will use service companies to forward the Meeting Materials to Non-Registered Holders. The majority of brokers and nominees now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada, and its counterpart in the United States ("Broadridge"). Broadridge typically applies a special sticker to the proxy forms or voting instruction forms, mails those forms to the Non-Registered Holders and asks Non-Registered Holders to return the forms to Broadridge in accordance with the instructions therein. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Units to be represented at the Meeting.

Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will be given either:

(a) Voting Instruction Form – A voting instruction form, which must be completed and signed by the Non-Registered Holder in accordance with the directions on the voting instruction form and returned to the Intermediary or its service company. In some cases, the completion of the voting instruction form by telephone, the Internet or facsimile is permitted; or

(b) Form of Proxy – A form of proxy that has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of Units beneficially owned by the Non-Registered Holder but which is otherwise not completed. The Non-Registered Holder need not sign this form of proxy. In this case, the Non-Registered Holder who wishes to submit a proxy should otherwise properly complete the form of proxy and deliver it to the Fund or its transfer agent as set out in the Notice of the Meeting.

The purpose of these procedures is to permit Non-Registered Holders to direct the voting of the Units that they beneficially own. Should a Non-Registered Holder who receives either a form of proxy or a voting instruction form wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should strike out the names of the persons designated in the form of proxy and insert the Non-Registered Holder's (or such other person's) name in the blank space provided or, in the case of a voting instruction form, follow the corresponding directions on the form. A Non-Registered Holder receiving a proxy or voting instruction form with a Broadridge sticker on it cannot use that proxy to vote Units directly at the Meeting. The proxy must be returned to Broadridge well in advance of the Meeting in order to have the Units voted. Non-Registered Holders who wish to vote your Units in person at the Meeting should contact your Intermediary and follow their instructions for completion and return of the form of proxy or voting instruction form provided to you directly by them or Broadridge.

In either case, Non-Registered Holders should carefully follow the instructions of their Intermediary or Broadridge, including those regarding when and where the proxy or voting instruction form is to be delivered in order to have your Units voted at the Meeting.

OUTSTANDING UNITS

Only holders of Priority Units and Special Fund Units as at the close of business on June 18th, 2015 (the Record Date for the Meeting) will be entitled to notice of and to vote at the Meeting, either in person or by proxy, or any adjournment or postponement thereof. Holders of Priority Units and Special Fund Units will vote as one class on all matters and will be entitled to one vote for each Priority Unit or Special Fund Unit held in accordance with the terms of the amended and restated trust indenture of the Fund dated April 18th, 2002 and amended and restated as of December 12th, 2011 (the "Fund Indenture"). As at June 22nd, 2015, there were 37,489,975 Priority Units and 12,500,000 Special Fund Units outstanding. The Fund in turn owns all of the outstanding trust units (the "Trust Units") of the Operating Trust and is required to vote those Trust Units in accordance with the instructions of the Unitholders received at the Meeting.

The Fund's sole operating asset, owned 100% through the Noranda Income Limited Partnership (“NILP”), is the electrolytic zinc plant and processing facility (together with associated roasters, acid plants, remediation facilities, settling ponds, wastewater treatment plants and related assets and equipment) located in Salaberry-de-Valleyfield, Québec (the "Processing Facility"). Ordinary units (the "Ordinary Units") of NILP, all of which are currently held by a subsidiary of Glencore Canada Corporation ("Glencore Canada"), are exchangeable for Priority Units on a one-for- one basis upon the occurrence of certain events. The Special Fund Units provide voting rights in respect of the Fund to the holder of the Ordinary Units. In the event of a take-over bid for the Priority Units: (a) the Ordinary Units associated with the Special Fund Units may be permitted to be exchanged for Priority Units so that they may be deposited under the bid; or (b) the Fund may be obligated to ensure that the Ordinary Units are able to participate in the bid to the same extent and on an economically equivalent basis as the Priority Units. The Ordinary Units are also exchangeable for Priority Units upon the occurrence of various other events. In the event that an Ordinary Unit relating to a Special Fund Unit is no longer outstanding, the applicable Special Fund Unit shall automatically be redeemed by the Fund and cancelled. Further details are contained in the Fund's annual information form dated March 25, 2015 for the fiscal year ended December 31st, 2014 (the "2014 Annual Information Form") under the section entitled "General Description of Capital Structure", a copy of which is available on SEDAR at www.sedar.com.

PRINCIPAL HOLDERS

The only registered holder of Priority Units is CDS. The only registered holder of Special Fund Units is a subsidiary of Glencore Canada. To the best of the knowledge of the directors and officers of the Administrator, only the following person beneficially owns, directly or indirectly, or exercises control or direction over Priority Units or Special Fund Units carrying more than 10% of the votes attached to any class of outstanding voting securities of the Fund entitled to vote at the Meeting.

Approximate Number of Units Approximate % Unitholder Beneficially Owned or over Which of Outstanding Voting Units Control of Direction is Exercised

100% of Special Fund Units and Glencore Canada(1) Special Fund Units: 12,500,000 25.005% of all Units

______Notes:

(1) The Special Fund Units are held by N-NIF Holdings Limited Partnership, an indirect wholly-owned subsidiary of Glencore Canada.

MATTERS TO BE ACTED ON AT THE MEETING

3. FINANCIAL STATEMENTS

The annual audited consolidated financial statements of the Fund for the fiscal year ended December 31st, 2014 will be provided to the Unitholders at the Meeting for their consideration, together with the report of the auditors thereon.

4. REAPPOINTMENT AND REMUNERATION OF THE AUDITORS OF THE FUND

The Administrator proposes to reappoint Ernst & Young LLP, Chartered Accountants, as the auditors of the Fund to hold office until the close of the next annual meeting of Unitholders and proposes that the Unitholders authorize the trustees of the Operating Trust (the "Trustees") to fix the remuneration of the auditors. The persons named in the form of proxy/voting instruction form intend to vote "FOR" the ordinary resolution reappointing Ernst & Young LLP, Chartered Accountants, as the auditors of the Fund to hold office until the next annual meeting of Unitholders or until their successors are appointed, and authorizing the Trustees to fix the remuneration of the auditors, unless the Unitholder who has given the proxy has directed that the Units represented thereby be withheld from voting in respect thereof. Ernst & Young LLP have been acting as auditors of the Fund since its inception in 2002. A simple majority of the votes cast at the Meeting must be voted "FOR" the ordinary resolution in order for Ernst & Young LLP to be reappointed and for the Trustees to have the authority to fix their remuneration. For fiscal 2014, the fees charged by Ernst & Young LLP to the Fund were $480,225 compared with $442,810 in fiscal 2013.

Fiscal Year ended Fiscal Year ended December 31st, 2014 December 31st, 2013

Audit Fees $294,000 $287,000 Audit-Related Fees $38,000 $11,400 Tax Fees $36,000 $57,785 Other Fees $112,225 $86,625 Total $480,225 $442,810

Fees for audit services include fees associated with the annual audit, quarterly reviews and fees associated with regulatory filings. Audit- related services are for assurance and related services provided by Ernst & Young LLP that are reasonably related to its role as auditor and not reported under "Audit Fees" above. Tax fees include tax compliance services, tax advice and tax planning provided to the Fund and its subsidiaries. All other fees are primarily related to translation services.

5. DIRECTIONS AND INSTRUCTIONS TO THE SOLE TRUSTEE

The Fund is the sole unitholder of the Operating Trust. Under the trust indenture of the Operating Trust dated April 18th, 2002 (the "Trust Indenture"), the Fund must, by way of an ordinary resolution passed by the holders of not less than 50% plus one of the votes cast by Unitholders present in person or by proxy at this Meeting (assuming a quorum is present), direct and instruct the Administrator, to whom the Sole Trustee has delegated its powers and authority, as to the manner in which the Administrator shall vote the Trust Units to elect the Trustees, reappoint the auditors of the Operating Trust for the ensuing year and authorize the Trustees to fix the remuneration of the auditors of the Operating Trust.

(a) Reappointment of Auditors of the Operating Trust

The Fund proposes to reappoint Ernst & Young LLP, Chartered Accountants, as the auditors of the Operating Trust, to hold office until the close of the next annual meeting of unitholders of the Operating Trust and proposes that the Unitholders authorize the Trustees to fix the remuneration of the auditors. The persons named in the form of proxy/voting instruction form intend to vote "FOR" the ordinary resolution directing and instructing the Administrator as to the manner in which the Administrator shall vote the Trust Units to reappoint Ernst & Young LLP, Chartered Accountants, as the auditors of the Operating Trust to hold office until the next annual meeting of unitholders of the Operating Trust or until their successors are appointed and authorizing the Trustees to fix the remuneration of the auditors, unless the Unitholder who has given the proxy has directed that the Units represented thereby be withheld from voting in respect thereof. Ernst & Young LLP have been acting as the auditors of the Operating Trust since its inception. A simple majority of the votes cast at the Meeting must be voted "FOR" the ordinary resolution in order for Ernst & Young LLP to be reappointed as the auditors of the Operating Trust and for the Trustees to have the authority to fix their remuneration. Details of the fees paid to Ernst & Young LLP during fiscal 2014 and fiscal 2013 are set out under the section entitled "Reappointment and Remuneration of Auditors of the Fund" above.

(b) Election of Operating Trust Trustees

The Operating Trust has set the number of Trustees to be elected at the Meeting at seven. As at the date of this Circular, the Board consisted of Messrs. Eskdale, Jost, Ouellet, Roy, Swidler, Tissenbaum and Vollrath (each a “Current Trustee”). The term of office of each Trustee expires at the time of the Meeting unless successors are not selected, in which case the Current Trustees remain in office until their successors are elected or appointed in accordance with applicable laws and the Trust Indenture, as amended from time to time. Mr. Swidler has decided to retire from the Board effective as of the Meeting and therefore will not stand for re-election to the Board.

Following Mr. Swidler advising the Board of his intention not to stand for re-election to the Board, the Governance and Human Resources Committee and Glencore Canada determined to jointly identify and recommend to the Board a candidate to replace Mr. Swidler on the Board. A leading executive search firm was engaged to assist in the process and a trustee skills matrix was agreed for the process. After a thorough canvas of available candidates, including interviews of a short-list of candidates, it was agreed Mr. Lloyd was the leading candidate. Mr. Lloyd indicated he was pleased to be nominated. The Governance and Human Resources Committee is responsible for recommending candidates for Board membership and for interfacing with Glencore Canada which, by the terms of the Trust Indenture, is entitled to propose the nominees for election as Trustees. See "Corporate Governance Disclosure" below.

The persons named in the form of proxy/voting instruction form intend to vote "FOR" each of the proposed nominees whose names are set out below as Trustees of the Board of Trustees of the Operating Trust (the "Board"), unless the Unitholder who has given such proxy has directed that the Units represented thereby be withheld from voting for any or all of such nominees. The Administrator does not anticipate that the proposed nominees will be unable to serve as Trustees but, if that should occur for any reason prior to the Meeting, the persons named in the form of proxy/voting instruction form reserve the right to vote for another nominee in their discretion. A simple majority of the votes cast at the Meeting must be voted "FOR" each of the nominees in order for the Trustees to be reappointed to the Board.

The Board has adopted a policy whereby any nominee for election as a Trustee at the Meeting for whom more votes are withheld than are cast in favour of him or her will be considered by the Board not to have received the support of the Unitholders. Such a nominee will be expected to forthwith submit his or her resignation to the Board for consideration. A Trustee who has tendered a resignation pursuant to this policy will not participate in any deliberations of the Board with respect to his or her resignation.

The Board will promptly accept the resignation unless the Board determines that there are extraordinary circumstances relating to the composition of the Board or the voting results that should delay the acceptance of the resignation or justify rejecting it. In any event, it is expected that the resignation will be accepted (or in rare cases rejected) within 90 days of the meeting and the Board will issue a press release either announcing the resignation of the Trustee or explaining why it has not been accepted. This policy does not apply in circumstances involving contested Trustee elections.

The following table sets forth certain information with respect to the seven persons proposed for election as Trustees, including the number of Units of the Fund beneficially owned or over which control or direction was exercised as at the date of this Circular.

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed Chris Eskdale ― Head of Zinc Industrial Assets, Volcan Compania Minera S.A.A., Unteraegeri, Glencore International A.G. Peru Switzerland Trevali Mining Corporation, Canada Age: 46 Recylex S.A., France Trustee since December 2nd, 2013

Chris Eskdale joined Glencore plc ("Glencore") in January 1997 as an Asset Manager. He currently leads the zinc industrial assets group of Glencore. Prior to this, he was an accountant at Deloitte & Touche in London and Moscow. Chris is a member of the board of directors of several international mining companies, including Trevali Mining Corporation since 2012, Perubar S.A. since 2003, Empresa Minera Los Quenuales S.A. since 2003 and Volcan Compania Minera S.A.A. since 2012 and Recylex S.A. since 2014. Chris holds a Master of Arts (Honours) degree from the University of Oxford (1991) and qualified as a Chartered Accountant in July 1994 with the Institute of Chartered Accountants in England and Wales.

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed Yvan Jost, Steinhausen ― Asset Manager, Glencore ― Switzerland International A.G. Age: 34 Trustee since March 12th , 2014

Yvan Jost joined Glencore plc ("Glencore") in March 2013 as an Asset Manager. Prior to joining Glencore, he was employed in the investment management industry, where, he focused on investments in industrial businesses. Yvan was Managing Director for Averec Holding A.G. from March 2011to February 2013; and prior to this, he was a partner for DYVA Management A.G. from January 2010 to February 2011; and prior to this, he held the position of Managing Director for Fortune Services A.G. from February 2007 to December 2009. Before that, he was a management consultant with Arthur D. Little Inc.'s strategy and organization practice. Yvan Jost is a Swiss citizen and holds a degree in business administration from University of St. Gallen (Switzerland).

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed Anthony P.L. Lloyd ― Corporate Director Mawson West Ltd. PC Gold Inc. Toronto, Ontario, Canada Age: 69

Mr. Lloyd has over 40 years of experience in corporate finance and private equity financing. He has served as an executive with Slater, Walker of Canada Ltd., Harlequin Enterprises, and Cavendish Investing, and from 1985 to 2000 was a senior partner of Capital Canada Limited. He is currently President of Rivenhall Capital Limited. Mr. Lloyd has extensive experience as a corporate director of public companies. He currently serves as Chair and Acting Chief Executive Officer of Mawson West Ltd. , an African copper producer, and as Chair of PC Gold Inc. , which owns gold mining assets in northern Ontario. He is also Chair of the Independent Review Committee for the TSX-listed Bloom Funds managed by Bloom Investment Counsel, Inc. Previously, he served as director of Halterm Ltd, a TSX- listed unit trust that operated a container terminal and cargo handling facility in the Port of Halifax. Mr. Lloyd is a graduate of The Royal School of Mines with a Bachelors of Science (Honors) degree in mining engineering and has a Masters of Business Administration degree from Columbia University. Mr. Lloyd holds the ICD.D designation from the Institute of Corporate Directors.

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed

Jean Pierre (JP) Ouellet ― Venture Partner and Advisor, St. Richmont Mines Inc. Montréal, Québec, Canada Lawrence Capital GBO Inc. Age: 67 th La Mancha Resources Inc. Trustee since October 7 , 2010

Jean Pierre (J.P.) Ouellet is the Chair of the Board's Governance and Human Resources Committee and the Chair of the Board’s Independent Committee since March 10, 2015. He also serves as a member of the Audit Committee. Mr. Ouellet has dual expertise in law and finance and worked as a corporate and commercial lawyer at one of Canada's leading law firms for over 20 years, where he specialized in capital markets transactions and mergers and acquisitions. From 2000 to 2008, Mr. Ouellet served as a senior ranking executive with RBC Capital Markets, with overall responsibility for its activities in Québec. Previously, he was Senior Vice-President, Chief Legal Officer and Corporate Secretary of Canadian National Railways Inc. Mr. Ouellet was a member of the Board of La Mancha Resources Inc. from April 2012 to November 2012 and a member of the Board of Richmont Mines Inc. from February 2010 to February 2012. He is currently a venture partner, investor and advisor to St. Lawrence Capital, a venture capital fund based in Montréal. Mr. Ouellet currently serves on several corporate and non-profit boards of directors including Home Equity Bank, South East Water (United Kingdom) and the Macdonald Stewart Foundation. Mr. Ouellet graduated from Oxford University with a Bachelor of Civil Law (Rhodes Scholar).

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed

François R. Roy ― Corporate Director Capstone Infrastructure Corporation Montréal, Québec, Canada Transcontinental Inc. Age: 60 th La Mancha Resources Inc. Trustee since October 7 , Ovivo Inc. 2010

François R. Roy serves as a member of the Board's Audit Committee, Governance and Human Resources Committee and is the Vice-Chair of the Independent Committee. Mr. Roy has in-depth experience as a senior financial executive and has extensive experience as a corporate director and executive in the private and public sectors, at not-for-profit organizations and in academia. He was previously Chief Financial Officer at Télémédia Corporation, as well as Avenor Inc. and Québecor Inc. Mr. Roy began his career at The Bank of Nova Scotia, where he held several positions in Canada and the United States, and then worked for Société générale de financement du Québec. He was also Vice Principal (Administration and Finance) at McGill University from 2007 to 2010 and, in that capacity, was McGill's Chief Financial Officer and Chief Administration Officer. Mr. Roy holds a Bachelor of Arts and a Master of Business Administration from the University of Toronto. Over the past 25 years, he has been active with many not-for-profit organizations, including the Montréal Museum of Fine Arts, the Canadian Centre for Architecture, Vie des Arts magazine, the Opéra de Montréal and Collège Jean-Eudes. He is currently a member of the Board of Trustees of the Montreal Musical International Competition and the Council for Canadian and American Relations.

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed Barry Tissenbaum ― Corporate Director and Medworxx Solutions Inc. Toronto, Ontario, Canada Business Consultant Northstar Healthcare Inc. Age: 70 Trustee since October 7th, 2010

Barry Tissenbaum, Chartered Professional Accountant (CPA, CA), is Chair of the Audit Committee of the Operating Trust and also serves as a member of the Board's Governance and Human Resources Committee and the Independent Committee. Mr. Tissenbaum is a Corporate Director as well as a consultant for B.A.T. Consulting, which provides advisory services to numerous companies. He is an accomplished advisor to senior management and has earned a reputation for taking an entrepreneurial approach to business. Mr. Tissenbaum is a former senior partner with Ernst & Young LLP, where he headed their Retail & Consumer Products division and worked for many years in the Entrepreneurial Services Group and served as the Toronto Mid-Town Managing Partner. Mr. Tissenbaum is a director on the board of Corel Corporation; a board member and the Audit Committee chair of Medworxx Solutions Inc.; a member of the Independent Review Committee of Faircourt Asset Management; an advisory board member of numerous private companies; a former director and Audit Committee chair of Universal Energy Group Ltd.; and a former director and Audit Committee member of Northstar Healthcare Inc. Mr. Tissenbaum obtained his Chartered Accountant designation in Québec in 1968 and in Ontario in 1974. He is a member of the Canadian Institute of Chartered Accountants and the Institute of Chartered Accountants of Ontario.

Trustee Units Owned, Principal Public Board Memberships during controlled or Occupation the last 5 years directed Dirk Vollrath ―- Asset Manager, Glencore ― Walchwil, Switzerland International A.G. Age: 55 Trustee since December 2nd, 2013

Dirk Vollrath has been an Asset Manager of Glencore since joining the Company in 1995. He has been a member of the board of directors of several international companies, including Mopani Copper Mines plc and Philippine Associated Smelting and Refining Corporation. He is a Chartered Accountant (CASA) and served with Deloitte & Touche in Cape Town. Dirk also received a BSc (Mining Engineering) degree from the University of the Witwatersrand and holds Mine Manager Certificates of Competency for both metalliferous mines and coal mines (South Africa).

The Trustees have been engaged in their principal occupations for at least five years, except (i) Chris Eskdale has held the position of Head of Zinc Industrial Assets, Glencore International A.G. from May 2013 to present; previously, he occupied the position of Asset Manager from January 1998 to May 2013 (ii) Yvan Jost holds the position of Asset Manager for Glencore since March 2013; prior to this, he held the position of Managing Director for Averec Holding A.G. from March 2011 to February 2013; and prior to this, he was a partner for DYVA Management A.G. from January 2010 to February 2011; (iii) Jean Pierre Ouellet currently acts as a venture partner with St. Lawrence Capital (venture capital fund); from February 2010 to February 2012, he was a member of the board of Richmont Mines Inc.; (iv) François R. Roy currently acts as a corporate director; prior to that he held the position of Vice Principal (Administration and Finance) for McGill University from 2007 to June 2010; and (v) Dirk Vollrath was a consultant from 2009 to 2013 when he returned to Glencore International A.G. in June 2013. Anthony P.L. Lloyd’s principle occupation has been as a Corporate Director for the past 5 years.

Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as set out below, none of the Trustees:

(a) is, as of the date of this Circular, or has been, within 10 years before the date of this Circular, a trustee or director, chief executive officer or chief financial officer of any company (including the Fund and the Operating Trust) that,

(i) was subject to an "order" that was issued while the person was acting in the capacity of trustee or director, chief executive officer or chief financial officer; or

(ii) was subject to an order that was issued after the person ceased to be a trustee or director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as a trustee or director, chief executive officer or chief financial officer; or

(b) is, as of the date of this Circular, or has been within 10 years before the date of this Circular, a trustee or director, or executive officer of any company (including the Fund and the Operating Trust) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(c) has, within 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the person.

Mr. Ouellet ceased to be a director of GBO Inc. ("GBO") on September 7th, 2011. While serving as a director of GBO, on June 11, 2004, Management of GBO filed a notice of intention to make a proposal under the Bankruptcy and Insolvency Act (Canada). The proposal was filed on June 25th, 2004, accepted by the creditors on July 14th, 2004 and ratified by the Superior Court of Québec on August 5th, 2004. The terms of the proposal were fully satisfied as at June 30th, 2005. On August 28th, 2007, the Superior Court of Québec ordered that the trustee be discharged and that the security granted in relation to GBO property be released. Subsequent to Mr. Ouellet's resignation from the board of GBO on September 7th, 2011, GBO announced that it had filed a notice of intention to make a proposal pursuant to the Bankruptcy and Insolvency Act (Canada) and, on October 14th, 2011, it further announced that since it had failed to file a proposal within the prescribed time of filing its notice of intention, GBO was deemed to have made an assignment in bankruptcy. In addition, on October 14th, 2011, GBO announced that since it no longer met the TSX

venture exchange continued listing requirements, trading in the securities of GBO had been suspended (which order continues in effect) and GBO had been reclassified from a tier 1 to a tier 2 issuer. On February 14, 2012, the Alberta Securities Commission also ordered all trading in the securities of GBO to cease as a result of GBO’s failure to file certain prescribed periodic disclosure pursuant to applicable securities laws.

Mr. Roy ceased to be a director of Pixman Nomadic Media Inc. ("Pixman") on November 27th, 2009. Between November 5th, 2009 and February 17th, 2010, the Alberta Securities Commission, the British Columbia Securities Commission, the Ontario Securities Commission and the Autorité des marchés financiers issued cease trade orders in respect of Pixman in connection with its failure to file annual audited financial statements for the year ended June 30, 2009 and unaudited interim financial statements for the period ended September 30th, 2009, as well as related continuous disclosure documents. On February 2nd, 2010, Pixman filed a notice of intention to make a proposal to creditors under the Bankruptcy and Insolvency Act (Canada). Mr. Roy ceased to be a director of Komunik Corporation ("Komunik") on April 1st, 2008. Komunik filed for protection under the Companies' Creditors Arrangement Act (Canada) in the fall of 2008.

For the purposes herein, "order" means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days. In addition, no personal holding company of any Trustee is or has been, as applicable, subject to the foregoing during the applicable time periods.

Arrangements with Nominee Trustees

Pursuant to the Fund Indenture, as long as Glencore Canada owns at least 10% of the outstanding Priority Units of the Fund (assuming the exchange of Ordinary Units), Glencore Canada is entitled to propose in the proxy-related materials sent to Unitholders the nominees for election of the Trustees. If Glencore Canada owns less than the majority of the outstanding Priority Units (assuming the exchange of Ordinary Units), which currently is the case, then at least four of the seven Trustees proposed by Glencore Canada must be "independent" to Glencore Canada. If Glencore Canada owns more than 50% of the Priority Units (assuming the exchange of Ordinary Units), then four of the seven proposed trustees may be "related" to Glencore Canada and the remaining three proposed Trustees would be required to be "independent" to Glencore Canada. There is no requirement that the holders of Priority Units and Special Fund Units vote in favour of the nominees proposed by Glencore Canada. For additional details, reference is made to the Fund Indenture, a copy of which is available on SEDAR at www.sedar.com. Except as set forth above, there are no contracts, arrangements or understandings between any trustee or executive officer or any other person pursuant to which any of the Trustees have been nominated.

TRUSTEES' RELATIONSHIPS WITH NORANDA INCOME FUND

The following chart sets out the relationship between the nominee Trustees and the Fund. As discussed further under "Management of the Fund" below, the Administrator is a wholly-owned subsidiary of Glencore Canada, which operates and manages the Operating Trust and the Processing Facility and administers the Fund. Glencore Canada, in turn, through an indirect wholly-owned subsidiary, holds a 25% interest in the Fund through its ownership of Special Fund Units of the Fund and Ordinary Units of NILP. Based on the foregoing, certain of the Trustees listed below have been determined to not be "independent" on the basis of their current or former relationship with Glencore Canada. Further details are also set out under the section entitled "Corporate Governance Disclosure" below.

Non- Name Independent Reason for Related Status Independent Chris Eskdale (1)(3)  Head of Zinc Industrial Assets, Glencore International A.G. Dirk Vollrath (1)(3)  Asset Manager, Glencore International A.G. Yvan Jost (1)(3)  Asset Manager, Glencore International A.G. Anthony P.L. Lloyd(4)  Jean Pierre Ouellet (2)(3)  Barry Tissenbaum (2)(3)  François R. Roy (2)(3)  ______

Notes: (1) In the normal course of business, for as long as Glencore Canada directly or indirectly owns at least 10% of the outstanding Priority Units (assuming the exchange of the Ordinary Units), the majority of the Trustees must be "Independent Trustees" (as defined under the Trust Indenture) and the balance of the remaining proposed Trustees may be persons who are related to Glencore Canada. See also "Directions and Instructions to the Sole Trustee - Arrangements with Nominee Trustees" above. (2) As at the date of the Circular, a majority (57%) of the Board of Trustees is composed of Independent Trustees.

(3) Messrs. Eskdale, Jost, Vollrath, Ouellet, Tissenbaum and Roy are all Current Trustees. (4) Mr. Lloyd is seeking to be elected.as an Independent Trustee.

MEETINGS HELD AND ATTENDANCE OF TRUSTEES The table below sets out information in respect of the Board of Trustees and Committee meetings held and attendance from January 1, 2014, either in person, by phone or by other electronic communication until December 31st, 2014. BOARD AND COMMITTEE ATTENDANCE FROM JANUARY 1st, 2014 TO DECEMBER 31st, 2014

Governance

Board of Audit and Human Trustee Independent Trustees Committee Resources Committee (2) Committee (1) Chris Eskdale 4 of 6 66% N/A N/A N/A Yvan Jost(3) 4 of 4 100% N/A N/A N/A Jean Pierre 4 of 4 6 of 6 100% 4 of 4 100% 100% 21 of 21 100% Ouellet (Chair) François R. 21 of 21 6 of 6 100% 4 of 4 100% 4 of 4 100% 100% Roy (Vice-Chair) John J. 6 of 6 21 of 21 100% 4 of 4 100% 4 of 4 100% 100% Swidler (Chair) (Chair) Barry 4 of 4 6 of 6 100% 100% 4 of 4 100% 21 of 21 100% Tissenbaum (Chair) Dirk Vollrath 4 of 6 66% N/A N/A N/A John Whyte(4) 2 of 2 100% N/A N/A N/A

Notes: (1) The Governance and Human Resources Committee is required to hold a minimum of two meetings per year. (2) For further details on the Independent Committee, see the section entitled "Committees of the Board – The Independent Committee" below. (3) Mr. Yvan Jost was appointed to the Board on March 12, 2014. He attended all of the meetings since his appointment. (4) Mr. Whyte resigned from the Board of Trustees on February 28, 2014.

BOARD TENURE

The following chart summarises the Board of Trustees' tenure since the Fund's inception in 2002 as at June 22nd, 2015.

STATEMENT OF EXECUTIVE COMPENSATION

The Fund has appointed no officers. The Administrator, a wholly-owned subsidiary of Glencore Canada, operates and manages the Operating Trust and administers the Fund. Its officers' compensation is therefore determined by Glencore Canada. For information on the operation and management of the Fund, please see details on the governing contracts under the section "Management of the Fund" below.

The following Compensation Discussion and Analysis represents the compensation payable by the Administrator to its Named Executive Officers ("NEOs") that the Administrator recovers from the Fund pursuant to the operating and management agreement dated May 3rd, 2002 between NILP and the Administrator (the "O&M Agreement"), an administration agreement dated April 18th, 2002 between the Fund and the Administrator (the "Administration Agreement") and a management services agreement dated April 18th, 2002 between the Operating Trust and the Administrator (the "Management Services Agreement"). The disclosure set out below reflects the costs attributed and charged to the Fund by the Administrator for the services provided by the NEOs in respect of the Fund.

In respect of Mr. Boone's compensation received in connection with his serving as Chief Financial Officer (CFO) of the Administrator in respect of the Fund, the amount actually attributed and charged to the Fund by the Administrator (due to Mr. Boone only spending a portion of his time on his duties in respect of the Fund, with the remainder being spent on activities for the Administrator's parent, Glencore Canada) is determined by the Administrator's human resources group based on an analysis of appropriate compensation levels for similar positions in the mining industry and, in the case of any variable compensation component that may be awarded by and attributed to the Fund, certain corporate performance objectives established from time to time for the Administrator’s employees. For purposes of this analysis, the Administrator's human resources group makes reference in part to internal and external studies (including those set out below) completed to determine industry standards with respect to various positions in the mining industry, including Chief Financial Officer.

1. COMPENSATION DISCUSSION AND ANALYSIS

Through its total compensation program for executives, the Administrator aims to attract, retain and motivate top quality people at the executive level.

As a general philosophy, the Administrator believes that executive compensation should be driven primarily by performance relative to the established plans and strategy of the business. Information on the compensation practices of competitors is considered, but does not drive the philosophy or design of the Administrator's program. The Administrator's focus is on rewarding performance, and not on entitlement or excessive levels of employment security. The Administrator's compensation policies are designed to provide an overall competitive compensation package. The Administrator does not turn to fixed policies to determine the relative emphasis on base salary, variable compensation, pension and other compensation awards and benefits. The emphasis on the particular elements of compensation provided to the NEOs may vary from year to year depending on the relative strength of various factors taken into account by the Administrator. In addition to having reference to annual compensation surveys and reviews of the comparator groups referenced below, the Administrator also considers each NEO's experience, past performance, level of responsibility and importance of the position to the business of the Administrator and the Fund, individual performance and the performance of the Administrator and the Fund relative to the industries in which they operate in setting compensation and determining whether to make any adjustments thereto. As noted above, because the NEOs do not devote their attention exclusively to the affairs of the Fund, their total compensation and the relative emphasis on each element of compensation is not tied exclusively to the performance or business of the Fund or the NEOs' performance of duties and responsibilities solely in relation to the Fund.

Elements of Compensation

The total compensation package for executives comprises the following principal elements:

 base salary;  variable compensation;  pension; and  other compensation including a benefits plan, an executive perquisite program, an employee savings plan (the "ESP") and an executive medical program.

Base Salaries

Base salaries for the Fund's executives are reviewed and, if applicable, adjusted, by the Administrator annually to ensure that they reflect the contribution of each executive and any changes are driven primarily by the achievement of any pre-established objectives and by market competitiveness. The Administrator believes that base salaries should be based on the median level for comparable companies within the relevant industry. Accordingly, the Administrator participates in and reviews mining industry compensation surveys and reviews prepared annually by each of Coopers Consulting/PricewaterhouseCoopers LLP1 and the Hay Group2, and takes into account the Canadian data set out in such surveys and reviews in determining: (a) the appropriate level of base salary compensation to be provided to the Chief Executive Officer (CEO); and (b) the appropriate level of total base salary compensation for, and the proportion of total compensation to be allocated to the Fund, with respect to the Chief Financial Officer (CFO) position and duties. When setting base salaries, the Administrator considers the impact on pension contributions and associated costs. While such surveys and reviews are consulted annually, they serve as a guidepost for base salaries only, and do not exclusively drive or act as hard targets for establishing or adjusting the NEOs' compensation. The additional factors, discussed above, are also considered by the Administrator when establishing the NEOs' compensation.

Variable Compensation

The Administrator has established a variable compensation plan (the "VCP") as a means to link business performance with the executive's compensation. The VCP generates cash incentives based on corporate and individual performance. The VCP focuses on the achievement of annual objectives, which are designed to, among other things, align the financial and operational performance of the Fund with the creation of Unitholder value.

The Administrator has not established a long-term variable compensation plan for NEOs based on the long-term objectives of the Fund.

CEO

VCP awards targets, expressed as a percentage of salary, have been established for the CEO. There is a 30% VCP award target based on established operating performance targets, which include (a) zinc metal production targets, and (b) cost per tonne targets. The VCP award can range from nil to 200% of the target depending on whether the performance targets are met. The Fund is charged for the portion of the CEO's VCP award that is linked to the CEO's performance objectives above. The balance of the VCP is based on the overall financial results of Glencore Canada's zinc business, including the results of the Fund, and personal objectives set with the NEOs, which is paid by Glencore Canada.

CFO

With respect to the position of the Chief Financial Officer in respect of the Fund, the VCP award attributed to the Fund is based on a 25% VCP award target based on established operating performance targets, which include (a) zinc metal production targets, and (b) cost per tonne targets3. The VCP award can range from nil to 200% of the target depending on whether the performance targets are met. The amount of the CFO's VCP award attributed to the Fund varies depending on the amount of time devoted by the CFO to duties in respect of the Fund.

Because only a portion of the CFO's duties are typically in respect of the Fund, the CFO’s achievement of a VCP award (or a material component of that award) is not driven by financial targets or corporate-level goals of the Fund, but also relates to personal and corporate-level objectives related exclusively to Glencore Canada's business, which amounts are not for the account of the Fund. For further details, see the "Summary Compensation Table" below.

1 The participating comparator companies included in the most recent Coopers Consulting/PricewaterhouseCoopers LLP compensation survey used were: Agnico-Eagle Mines Limited, Agrium Inc., ArcelorMittal Mines Canada, AREVA Resources Canada Inc., Aurizon Mines Ltd., Avanti Mining Services Inc., Barrick Gold Corp., BHP Billiton Canada Inc., Cameco Corporation, Chieftain Metals Inc., Claude Resources Inc., Coalspur Mines Ltd., De Beers Canada Inc., Detour Gold Corporation, Diavik Diamond Mines Inc., Gibraltar Mines Ltd., Goldcorp Inc., Golden Band Resources Inc., Golden Predator Corp., Grande Cache Coal Corporation, Huckleberry Mines Ltd., HudBay Minerals Inc., IAMGOLD Corporation, Iron Ore Company of Canada, KGHM International Ltd., Kirkland Lake Gold Inc., Lake Shore Gold Corp., Ledcor Group of Companies, Minto Explorations Ltd., MMG Minerals and Metals Group, Morton Salt Inc., Mosaic Canada LLC, Namibia Rare Earths Inc., Nevsum Resources Ltd., New Gold Inc., North American Palladium Ltd., Nyrstar Canada (Holdings) Ltd., Osisko Mining Corporation, Potash Corp., Rainy River Resources Ltd., Rubicon Minerals Corporation, San Gold Corporation, Selwyn Resources Ltd., Sherritt Coal, Shore Gold Inc., SNC-Lavalin Group Inc., St. Andrew Goldfields Ltd., Stillwater Mining Company, Tata Steel Minerals Canada, Teck Resources Limited, Thompson Creek Metals Company, Trevali Mining Corporation, Uranium One Inc., Vale Canada, Walter Energy, Inc., Xstrata Canada and Yukon Zinc Corporation.

2 The participating comparator companies included in the most recent Hay Group compensation review used were: Alamos Gold Inc., AMEC, ArcelorMittal, Barrick Gold Corporation, BHP Billiton Canada Inc., CAE Inc., Canpotex Limited, Centerra Gold Inc., De Beers Canada Inc., Detour Gold Corporation, Fluor, Goldcorp Inc., HudBay Minerals Inc., Hunter Dickinson Services Inc., K+S Potash Canada, KGHM International Ltd., Kinross Gold Corporation, Lake Shore Gold Corp., Lycopodium Limited, North American Palladium Ltd., Orica Mining Services, Pan American Silver Corp., Potash Corp., Rio Tinto, SEMAFO Inc., Sherritt Coal, Shore Gold Inc., Silver Standard Resources Inc., SNC- Lavalin Group Inc., Stillwater Mining Company, Syncrude Canada Ltd., Teck Resources Limited, The Mosaic Company, Thompson Creek Metals Company, Uranium One Inc., Vale Inco Limited, Washington Division of URS Corporation, Xstrata Canada, Yamana Gold Inc., Yukon Zinc Corporation.

3 Cost per tonne does not have any standardized meaning under International Financial Reporting Standards. The Fund calculates the cost included in the costs per tonne calculation from the Fund’s 2014 audited consolidated financial statements by taking the sum of the production costs and selling and administration expenses, deducting those selling and administration expenses that are not incurred at the Processing Facility, substituting the pension contributions that are made into the defined benefit pension plans for the pension expense recorded for those same plans and adjusting for the impact of the change in inventory during the year. The above cost amount is then divided by the tonnes of zinc metal production for the year to arrive at the cost per tonne.

Pension

To ensure the competitiveness of its overall compensation and to assist in retaining qualified people, the Administrator provides, as part of the compensation program, a pension plan in the form of either a defined benefit plan or a defined contribution plan depending on when the employee started to work for the Administrator. Ms. Carissimi and Mr. Boone participate in the defined contribution plan.

CEO

In connection with the defined contribution plan provided to the CEO, the CEO's defined pension contributions under the plan are determined based on a fixed percentage of the total salary and incentive-based awards (VCP) provided to the CEO by the Administrator. Accordingly, the pension amounts for the CEO shown in the "Summary Compensation Table" below represent the defined contribution plan that is attributable to the Fund for the services provided by the CEO in respect of the Fund.

CFO

In connection with the defined contribution plan provided to the CFO, the CFO's defined pension contributions under the plan are determined based on a fixed percentage of the total salary and incentive-based awards (VCP) provided to the CFO by the Administrator, and then, depending on the proportion of total time devoted by the CFO to performing duties and services in respect of the Fund (as opposed to duties and services provided to the Administrator and not relating to the Fund), the proportionate amount of the total defined contribution benefit amount for the CFO is allocated to and for the account of the Fund. Accordingly, the pension amounts for the CFO shown in the "Summary Compensation Table" below represent that portion of such defined contribution plan that is attributable to the Fund for the services provided by the CFO in respect of the Fund. Other than the service costs associated with the plan attributed to the Fund, the remaining future payment obligations associated with the plans, including accrued obligations, any compensatory and non-compensatory changes and other costs and expenses are solely for the account of the Administrator and are not attributed to or passed along to the Fund.

Other Compensation

The other compensation of the total executive compensation program includes a benefits plan, an executive perquisite program, the employee savings plan (“ESP”) and an executive medical program. The benefits plan provided to the executives is the same benefit plan that all staff employees of the Administrator are eligible for. The benefits plan includes length of service and salary level to determine the amount of benefits that are provided by the Administrator. Under the compensation program, the executives are eligible for a perquisite payment in addition to their annual salary. The Administrator pays the perquisite payment in lieu of perquisites, such as club memberships. The amount of the executive perquisite payments were determined several years ago by Noranda Inc., as the predecessor to Glencore Canada, and were based on an assessment of the pre-tax cost associated with certain perquisites otherwise customarily provided to executives. Since that time, the amount of the perquisite payments made to the NEOs have been adjusted from time to time to reflect, among other things, adjustments to the NEO's salary and inflation, and to maintain market competitiveness. Under the ESP, employees can contribute up to 5% of their salary towards the purchase of money market investments, with the Administrator contributing cash to the extent of 30% of eligible contributions toward the purchase of additional money market investments. The ESP is available to all employees of the Administrator and is provided to encourage employees to save money for retirement or for other personal finance objectives. The executive medical program provides the executive with the opportunity to consult annually with a medical doctor for a health check-up. These additional compensation awards and benefits were also determined a number of years ago and have remained largely unchanged as the Administrator considers them to be consistent with industry standards and an important tool to aid in the attraction and retention of highly qualified people, as part of an overall competitive compensation package.

Risks Associated with the Administrator’s Compensation Policies and Practices

The Administrator has reviewed its compensation policies and practices to consider whether such policies and practices might encourage inappropriate or excessive risk-taking. The policies and practices for the NEOs do not differ significantly for any particular NEO; nor do they vary from the Administrator’s overall compensation structure. In addition, the Administrator’s VCP provides for a maximum payout limit to NEOs.

The Administrator did not identify any risks arising from its compensation policies and practices that are likely to have a material adverse effect on the Administrator or the Fund.

Compensation of the Chief Executive Officer

Ms. Eva Carissimi became the Chief Executive Officer of the Administrator on July 1st, 2012. In 2014, Ms. Carissimi’s annual salary as Chief Executive Officer was $248,700.

Ms. Carissimi participates in Glencore Canada's VCP at a target award percentage of base salary established by the Administrator. The performance measures used to determine the annual variable compensation payment, and the weighting attached to each measure, are:

 30% based on attaining and exceeding established performance criteria (as discussed under "Variable Compensation" above).

The amount of the VCP award paid to Ms. Carissimi under the Administrator's 2014 VCP and attributable to the Fund was $10,818. The Administrator's assessment of the Chief Executive Officer's performance included the following:

 Zinc metal production for 2014 was 262,049 tonnes compared to a threshold production volume of 260,000 tonnes and a VCP target production volume of 267,000 tonnes (15%) and 275,000 tonnes (30%); and

 Cost per tonne for 2014 was $780 per tonne compared to a threshold cost per tonne of $740 per tonne and a VCP target cost per tonne of $728 per tonne (15%) and $716 per tonne (30%).

The Fund is charged for the portion of the CEO's VCP award that is linked to the CEO's performance objectives above. The balance of the VCP is based on the overall financial results of Glencore Canada's zinc business, together with the results of the Fund, and personal objectives set with the CEO, and are paid by Glencore Canada. For further information, see "Variable Compensation" above.

Purchase of Financial Instruments

Neither the Fund nor the Administrator have policies prohibiting the purchase by the NEOs or Trustees of prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Units held by such NEOs or Trustees. To the knowledge of the Administrator, as of the date of this Circular, none of the Trustees own any Units and no NEO owns a material number of Units.

2. SUMMARY COMPENSATION TABLE

The following table (presented in accordance with Form 51-102F6 – Statement of Executive Compensation) established pursuant to National Instrument 51-102 – Continuous Disclosure Obligations, sets forth the total compensation earned by the individuals who were, during the 2014 fiscal year, the NEOs performing duties in respect of the Fund. As discussed elsewhere in this Circular, the Fund does not have any other executive officers other than the CEO and CFO of the Administrator, who provide services in respect of the Fund. The Fund does not have any share-based or option-based award plans or any deferred compensation plans.

Non-equity All incentive plan Pension Total Name and Salary Other Year compensation – Value Compensation Principal Position ($) Compensation VCP Award ($) ($) ($) (2) ($) (1)

Eva Carissimi 2014 248,700 10,818 24,930 36,615 321,063 Chief Executive 2013 242,000 27,225 26,556 35,584 331,365 Officer 2012(3) 227,500 16,551 21,965 29,949 295,965

2014 118,150 4,283(5) 11,019(6) 14,799 148,251 Michael Boone(4) 2013 115,000 10,782(5) 11,321(6) 14,799 151,902 Chief Financial (5) (6) Officer 2012 167,222 9,890 15,940 21,579 214,631

______Notes: (1) For Ms. Carissimi, the VCP amounts presented above were calculated and awarded based on the factors and objectives described under "Variable Compensation" above.

(2) All other compensation for the NEOs consists of perquisites and other personal benefits provided to the NEO that are not generally available to all employees. In the case of Ms. Carissimi, such perquisites and personal benefits included are an automobile taxable benefit of $7,987 (2013 - $6,743; 2012 - $6,119), and an executive perquisite allowance of $20,948 (2013 – $20,948; 2012 – $20,437) paid by the Administrator and reimbursed to the Administrator by the Fund. In the case of Mr. Boone, such attributable perquisites and personal benefits include an executive perquisite allowance of $10,525 (2013 - $10,525; 2012 – $15,328) and an automobile taxable benefit of $3,649 (2013 - $3,649; 2012 – $5,314), The incremental cost of perquisites for Mr. Boone was calculated based on the amounts attributable to the Fund.

(3) Ms. Eva Carissimi was appointed CEO on July 1st, 2012. Prior to that, she had worked for the Administrator for the first half of 2012, including being appointed to the role of Vice-President, Operations effective February 1st, 2012. The compensation

information disclosed above represents the amount that was charged to the Fund by the Administrator for Ms. Carissimi’s services in 2012. (4) Mr. Boone spent approximately 50% of his time on his duties as Chief Financial Officer in 2014 (2013 – 50% and 2012 – 75%). The remainder of his time is spent on activities for the Administrator's parent, Glencore Canada. The Administrator charges the Fund the noted amounts for the services provided by Mr. Boone based on the attributable compensation associated with the Administrator's assessment of the compensation applicable for positions in the mining industry of a similar nature. For further details, see "Statement of Executive Compensation" above. (5) The VCP award for Mr. Boone reflects the amount of such award attributable to the Fund, and was awarded based on the factors and objectives described under "Variable Compensation" above. The VCP award shown did not relate to any corporate-level financial targets relating to the Fund. (6) The pension value for Mr. Boone reflects the portion of the Administrator’s defined contribution plan that is attributable to the Fund for the services provided by Mr. Boone in respect of the Fund. Other than the service costs attributed to the Fund, the remaining future payment obligations, including accrued obligations, any compensatory and non-compensatory changes and other costs and expenses are solely for the account of the Administrator and are not attributed to or passed along to the Fund.

3. INCENTIVE PLAN AWARDS

The Fund does not have any share-based or option-based incentive plan awards for its NEOs.

4. TERMINATION AND CHANGE OF CONTROL BENEFITS

The NEOs do not have a contract or agreement that provides for payments to them at, following or in connection with any termination, resignation, retirement or change in control. Any termination without cause, resignation or retirement of an NEO may trigger, under and in accordance with applicable law, notice and/or payment of compensation in lieu thereof.

5. PERFORMANCE GRAPH

The Priority Units are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "NIF.UN". The following performance graph compares the yearly percentage change in the cumulative total Unitholder return for the five-year period commencing on January 1st, 2010 and ending December 31st, 2014 on the Fund's Priority Units with the cumulative total return of the S&P/TSX Composite Total Return Index.

CUMULATIVE TOTAL RETURN ON $100 INVESTMENT December 31, 2009 - December 31, 2014

300 275 250 225 200 175 150 125 100 75 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Noranda Income Fund 100.0 183.3 232.9 213.6 269.0 147.3 S&P/TSX Composite Total 100.0 117.6 107.4 115.1 130.0 143.8 Return Index

______Notes: (1) Noranda Income Fund figures assume distributions were re-invested on the ex-distribution date. (2) S&P/TSX Composite Total Return Index figures assume dividends were re-invested on the ex-dividend date. Source: Bloomberg

During the five fiscal years between January 1st, 2010 and December 31st, 2014, the cumulative total securityholder return of the S&P/TSX Composite Index compares with the Fund's total Unitholder return and executive compensation generally as follows:

 For the 2014 fiscal year, cumulative Unitholder return declined while the S&P/TSX Composite Index generally increased. Executive compensation during 2014 decreased reflecting lower VCP awards, partially offset by higher salaries.

 For the 2013 fiscal year, cumulative Unitholder return outperformed the performance of the S&P/TSX Composite Index. Executive compensation during 2013 decreased reflecting a reduced allocation of the CFO’s compensation, partially offset by higher salaries and VCP awards.

 For the 2012 fiscal year, cumulative Unitholder return declined while the S&P/TSX Composite Index generally increased. Executive compensation decreased during 2012 reflecting lower CEO salary and CEO/CFO VCP awards.

 For the 2011 fiscal year, cumulative Unitholder return outperformed the performance of the S&P/TSX Composite Index. Executive compensation during 2011 increased reflecting higher salaries and VCP awards.

 For the 2010 fiscal year, cumulative Unitholder return outperformed the performance of the S&P/TSX Composite Index. Executive compensation during 2010 increased reflecting higher salaries and VCP awards.

The trend shown by the performance graph set forth above represents a fluctuation in the cumulative total shareholder return from January 1st, 2010 to December 31st, 2014, which does not necessarily correspond to the Fund's compensation paid or payable to the NEOs for the period ended December 31st, 2014 or for any prior fiscal periods. The NEOs of the Fund are executives of the Administrator and their compensation is not tied to the performance of the Priority Units on the TSX or corporate-level financial targets of the Fund. In addition, because the proportion of time devoted by the CFO to the Fund varies from year to year as the needs and demands of the Fund require from time to time, as a result, the portion of the CFO's compensation actually attributable to the Fund similarly varies, with the result that the actual compensation of the CFO attributable to the Fund more closely approximates changes in the amount of time required to be devoted to the Fund, rather than the performance of the Priority Units of the Fund. While the NEOs' compensation is in part tied to performance objectives fixed by the Administrator, as discussed above, compensation is ultimately based on several factors, including qualitative factors, in connection with the determination of appropriate levels of compensation as discussed above. Many of the factors are not necessarily tied to the trading price of the Fund's Priority Units on the TSX or the Fund's business. The trading price of the Priority Units on the TSX is subject to fluctuation based on several factors, many of which are beyond the control of the Fund or the Administrator. Each NEO's compensation is tied to the executive's relative performance in helping the Administrator and the Fund meet various objectives, in addition to meeting performance targets established for each executive.

In addition, the Administrator also relies from time to time on compensation studies and surveys to provide benchmarks having regard to the compensation levels among industry comparables, to ensure that the Administrator continues to compensate its executives fairly and competitively and is able to attract and retain qualified individuals who are essential to fostering long-term success and meeting established strategies and objectives. See also "Statement of Executive Compensation – Compensation Discussion and Analysis" above.

6. FEES FOR COMPENSATION CONSULTANTS: No compensation consultant was retained or paid in 2014.

REMUNERATION OF TRUSTEES

For the services rendered as trustee and registrar and transfer agent to the Fund during the fiscal year ended December 31st, 2014, the Sole Trustee of the Fund, Computershare Trust Company of Canada, was paid a total fee of $101,974. This amount reflects the yearly cost to act as the registrar and transfer agent of the Fund and as Sole Trustee.

During the fiscal year ended December 31st, 2014, the Current Trustees' aggregate payable compensation, including reimbursed expenses, was $740,343.

In 2014, the Current Trustees were entitled to receive an annual base retainer (expressed as a flat fee) of $60,000 each. The Chair of the Board received an extra yearly $55,000; the Chair of the Audit Committee received an extra yearly $15,000; the Chair of the Governance and Human Resources Committee received an extra yearly $10,000. The Trustees who sit on the Audit Committee and/or the Governance and Human Resources Committee other than their respective Chair, receive an additional $5,000 per annum per committee. Trustees are also reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Board and Committees thereof or otherwise in connection with fulfilling their duties on the Board or a Committee thereof in accordance with the ordinary policies of the Operating Trust and, in the case of the Independent Trustees on the Board, also received certain fees outlined below in respect of their duties as a member of the Independent Committee of the Board. No fees are paid to full-time Glencore Canada or Glencore Canada affiliate employees serving as Trustees.

During fiscal 2014, there was a standing Independent Committee. The Independent Committee members were entitled to receive the following fees: the Chair of the Independent Committee was entitled to an annual fee of $70,000, the Vice-Chair was entitled to an annual fee of $60,000 and the other members of the Independent Committee were entitled to an annual fee of $50,000, in each case pro-rated for the number of months in a semi-annual period that such members serve on the Independent Committee. Each member of the Independent Committee was also entitled to be paid an additional fee of $1,500 for each meeting of the Independent Committee attended whether in person, by phone or other form of electronic communication. These fees for Independent Trustees are in addition to the fees payable to them as Trustees and as Chairs of the Audit Committee and Governance and Human Resources Committee. Members of the Independent Committee were also reimbursed for all reasonable out-of-pocket expenses incurred in connection with attending meetings of the Independent Committee or otherwise in connection with fulfilling the mandate of the Independent Committee in accordance with the ordinary policies of the Board.

The table that follows indicates the total fees, expense reimbursement and any other compensation, before withholdings, received or earned by or paid or payable to each Current Trustee in respect of fiscal 2014, in connection with his service as a Current Trustee on the Board and any Committee thereof. The Current Trustees are not entitled to any share or option-based awards and nor are they entitled to any non-equity incentive plan compensation or pension awards.

BOARD OF TRUSTEE COMPENSATION FOR 2014

Board/Audit, GHR Independent Total Committee Retainer Committee Per Meeting Compensation Expense Fees Retainer Fees Fees Before Expense Reimbursement Total Trustee Name Earned (1) Earned(1) Earned (2) Reimbursement (3) Compensation

Chris Eskdale (8) Nil Nil Nil Nil Nil Nil Yvon Jost(8)(9) Nil Nil Nil Nil Nil Nil Jean Pierre Ouellet (5) $75,000 $50,000 $31,500 $156,500 $11,480 $167,980 François R. Roy (7) $70,000 $60,000 $31,500 $161,500 $4,642 $166,142 John J. Swidler (4) $125,000 $70,000 $31,500 $226,500 $6,750 $233,250 Barry Tissenbaum (6) $80,000 $50,000 $31,500 $161,500 $11,471 $172,971 Dirk Vollrath (8) Nil Nil Nil Nil Nil Nil Total: $350,000 $230,000 $126,000 $706,000 $34,343 $740,343 ______Notes: (1) The amounts listed include all Board and Committee retainer fees earned by each Current Trustee in respect of fiscal 2014 other than the Independent Committee fees. (2) The amounts listed include all per meeting Independent Committee fees earned by each Current Trustee in respect of fiscal 2014. (3) Except as otherwise disclosed, no other cash or non-cash compensation is paid or payable to Current Trustees in connection with their service on the Board. The amounts listed represent all expense reimbursement (mainly travel expenses) paid to each Current Trustee in respect of fiscal 2014 in connection with the Current Trustees’ service as a trustee on the Board. (4) Mr. Swidler was appointed to the Board effective October 7th, 2010. Since his appointment to the Board, Mr. Swidler has served as the Chair of the Board and as a member of the Audit Committee and the Governance and Human Resources Committee. Mr. Swidler is also a member of the Independent Committee. Mr. Swidler is not seeking re-election as a Trustee.

(5) Mr. Ouellet was appointed to the Board effective October 7th, 2010. Since his appointment to the Board, Mr. Ouellet has also served as the Chair of the Governance and Human Resources Committee and as a member of the Audit Committee. Mr. Ouellet is also the Chair of the Independent Committee. (6) Mr. Tissenbaum was appointed to the Board effective October 7th, 2010. Since his appointment to the Board, Mr. Tissenbaum has also served as the Chair of the Audit Committee and as a member of the Governance and Human Resources Committee. Mr. Tissenbaum is also a member of the Independent Committee. (7) Mr. Roy was appointed to the Board effective October 7th, 2010. Since his appointment to the Board, Mr. Roy has also served as a member of the Audit Committee and the Governance and Human Resources Committee. Mr. Roy is also Vice-Chair of the Independent Committee. (8) As noted above, no fees are earned by full-time Glencore Canada or Glencore Canada affiliate employees in respect of their service as trustees on the Board. (9) Mr. Jost was appointed as a Current Trustee on March 12, 2014.

MANAGEMENT OF THE FUND

The Fund's principal and sole operating asset, owned 100% through NILP, is the electrolytic zinc plant and processing facility (together with associated roasters, acid plants, remediation facilities, settling ponds, wastewater treatment plants and related assets and equipment) located in Salaberry-de-Valleyfield, Québec (the "Processing Facility"), which it indirectly owns through the Operating Trust, 1884699 Ontario Inc. and NILP. The Processing Facility produces refined zinc metal and various by-products from zinc concentrate purchased from mining operations and it sells refined zinc products to customers in the open market. The Fund was created to acquire, indirectly through the Operating Trust and NILP, the Processing Facility from Noranda Inc. ("Noranda") in 2002. Canadian Electrolytic Zinc Limited (the Administrator and alternatively, the "Manager"), a wholly-owned subsidiary of Glencore Canada, operates and manages the Operating Trust and Processing Facility and administers the Fund. The Manager’s head office is located at 860, boul Gérard-Cadieux, Salaberry-de-Valleyfield, Quebec, J6T 6L4. Glencore Canada has an effective 25% interest in the Fund, which is held indirectly through a wholly-owned subsidiary through its ownership of Ordinary Units of NILP and Special Fund Units of the Fund. Concurrently with the creation of the Fund and the acquisition of the Processing Facility by NILP from Noranda in 2002, the Administrator entered into various agreements with NILP, the Fund and/or the Operating Trust relating to the management, administration and operation of the Fund, the Operating Trust, NILP and the Processing Facility. Glencore Canada is an indirect wholly-owned subsidiary of Glencore plc.

O&M Agreement

NILP has entered into an operating and management agreement dated May 3rd, 2002 (the "O&M Agreement"), pursuant to which the Manager operates, manages and maintains on an ongoing basis the Processing Facility owned by NILP and provides management services to NILP, including the preparation of annual operating and maintenance plans and capital improvement plans for approval by the directors of the general partner of NILP, reporting to the general partner of NILP on the operation of the Processing Facility and the business of NILP, providing accounting and record keeping services, including coordination and management of accounting, cash management, treasury and other systems, and the preparation of financial statements and other reports on operations. The Manager is responsible for providing all employees or other personnel necessary to provide the services to NILP and to carry out its obligations under the O&M Agreement. In consideration for providing services under the O&M Agreement, the Manager is entitled to a management fee of $250,000 per annum, adjusted upward by 2% per annum beginning on January 1st, 2004, and reimbursement of certain direct and indirect specified costs and expenses incurred by the Manager in the course of performing its duties. The O&M Agreement has an initial term of 15 years that ends on May 2nd, 2017 and will renew thereafter for five year terms unless the Manager provides NILP with written notice to the contrary prior to the expiry of the applicable term or upon the occurrence of certain other events. The O&M Agreement may also be terminated upon the occurrence of certain enumerated events and subject to certain conditions.

Management Services Agreement

Pursuant to a management services agreement dated April 18th, 2002 (the "Management Services Agreement") between the Operating Trust and the Manager, the Manager provides management services to the Operating Trust. These services include, among other things, assisting the Operating Trust in: (i) developing, implementing and monitoring a strategic plan; (ii) developing an annual business plan which may include operational and capital expenditures budgets when appropriate; (iii) developing acquisition strategies, investigating potential acquisitions and analyzing the feasibility of potential acquisitions; (iv) carrying out acquisitions or dispositions and related financings required for such transactions; (v) assisting in connection with any financing of the Operating Trust or the Fund; and (vi) preparing, planning and co-ordinating management and Trustees' meetings. In consideration for providing the services under the Management Services Agreement, the Manager is entitled to reimbursement of its direct and indirect costs and expenses incurred in connection with its duties under the Management Services Agreement. The Management Services Agreement has an initial 15 year term that ends on May 2nd, 2017 and will automatically renew for five year terms unless the Manager provides the Operating Trust with written notice to the contrary prior to the expiry of the applicable term or upon the occurrence of certain other events. The Management Services Agreement may also be terminated upon the occurrence of certain enumerated events and subject to certain conditions.

Administration Agreement

Pursuant to an administration agreement dated April 18th, 2002 (the "Administration Agreement") between the Fund and the Administrator, the Sole Trustee of the Fund has delegated most of its powers and authority to the Administrator, a wholly-owned subsidiary of Glencore Canada, and the Administrator provides certain administrative and support services to the Fund, including those necessary to: (i) facilitate

compliance by the Fund with continuous disclosure obligations under applicable securities legislation; (ii) provide investors relations services; (iii) provide or cause to be provided to Unitholders all information to which Unitholders are entitled under the Fund Indenture including relevant information with respect to income taxes; (iv) call, hold and distribute materials, including notices of meetings and information circulars, in respect of all meeting of Unitholders; (v) provide for the calculation of distributions to Unitholders; (vi) attend to all administrative and other matters arising in connection with any redemption of Priority Units; and (vii) ensure compliance with the Fund's limitations on non-resident ownership. The Administrator is entitled to be paid all costs and expenses it incurs in connection with its performance of the services rendered in respect of any given period, in accordance with generally accepted accounting principles, which costs are for the account of the Fund. The Administrator must obtain written approval from the Fund to charge the Fund for anything other than those services contemplated by the Administration Agreement. The Administration Agreement has an initial 15 year term that ends on May 2nd, 2017 and will automatically renew thereafter for five year terms unless the Administrator provides the Fund with written notice to the contrary prior to the expiry of the applicable term or it is terminated in accordance with its terms. The Administration Agreement may be terminated upon the occurrence of certain enumerated events and subject to certain conditions.

Supply and Processing Agreement

In addition, Glencore Canada and NILP are parties to a supply and processing agreement dated May 3rd, 2002 (the "Supply and Processing Agreement") pursuant to which Glencore Canada is obligated to sell to NILP, except in certain limited circumstances, all of the Processing Facility's zinc concentrate requirements up to a maximum of 550,000 tonnes of zinc concentrate per year at a price based on the zinc metal price on the London Metal Exchange for the "payable zinc metal" contained in the concentrate, less a fixed, escalating processing fee (initially set at $0.352 per pound of payable zinc metal). In 2014, the processing fee was $0.400 per pound, and an aggregate of approximately $388.1 million was sold by Glencore Canada to NILP in respect of zinc concentrate supplied by Glencore Canada pursuant to the Supply and Processing Agreement. Additionally, the Supply and Processing Agreement provides that Glencore Canada will act as exclusive agent for NILP to arrange for purchases of any additional zinc concentrate in excess of the 550,000 tonne amount described above, and for sales of zinc metal and by- products and related hedging arrangements. Glencore Canada does not receive any additional fee for acting as agent, but is entitled to be reimbursed for all direct and indirect costs and expenses incurred in connection with its duties as agent. Indirect costs are determined on a consistent basis with Glencore Canada's internal cost allocations and reasonable cost accounting allocation principles. For fiscal 2014, a total of $1.6 million was paid by NILP to Glencore Canada in fees and reimbursable expenses pursuant to the Supply and Processing Agreement.

The Supply and Processing Agreement has an initial 15 year term that expires on May 2nd, 2017 and, except for provisions concerning the committed amount of zinc concentrate and processing fees, will automatically renew thereafter for five year terms unless Glencore Canada gives written notice to the contrary prior to the expiry of the applicable term or upon the occurrence of certain other events. The Supply and Processing Agreement may also be terminated upon the occurrence of certain enumerated events and subject to certain conditions. The expiry of the Supply and Processing Agreement will result in a concurrent termination of the O&M Agreement. If the Supply and Processing Agreement terminates and is not replaced with a similar agreement providing for a known supply source of zinc concentrate, NILP will need to seek out alternative zinc concentrate supply and other relationships, including those which may cause it to become dependent on seaborne supplies of zinc concentrate.

Additional descriptions of the above agreements pursuant to which management functions of the Fund, the Operating Trust and NILP are conducted are available in the Fund's 2014 Annual Information Form under the headings "The Administrator and Manager" and "Glencore Canada Corporation – Major Agreements", in the Management’s Discussion and Analysis for the fiscal year ended December 31st, 2014 under the heading "Transactions with Related Parties", and in the notes to the Consolidated Financial Statements of the Fund for the fiscal year ended December 31st, 2014 under the headings "Supply and Processing Agreement" and "Related Parties". Such descriptions are hereby incorporated by reference into this Circular. The foregoing summaries are qualified in their entirety by reference to the full provisions of each of the above-referenced agreements, copies of which are available on SEDAR at www.sedar.com.

Management and Administration Fees

As a result of the Administration Agreement between the Fund and the Administrator, the Management Services Agreement between the Operating Trust and the Manager and the O&M Agreement between NILP and the Manager, the Administrator has been paid the following amounts for administration, management and operating services for the fiscal year ended December 31st, 2014 and December 31st, 2013:

Fiscal Year ended Fiscal Year ended December 31st, 2014 December 31st, 2013

(1) Employee salary and benefits $68,600,000 $69,682,000 Support services $1,954,000 $2,089,000 O&M Agreement management fee $311,000 $305,000 Total $70,865,000 $72,076,000

______

Note:

(1) This represents all amounts paid in respect of salaries and benefits for all of the employees of the Administrator in connection with the operation of the Processing Facility and the services provided to the Fund, the Operating Trust and NILP and includes the amounts paid to the NEOs as described under "Summary Compensation of Named Executive Officers" above.

The following individuals are the directors and officers of the Administrator of the Fund, Canadian Electrolytic Zinc Limited:

Name Municipality of Residence Position

Eva Carissimi Salaberry-de-Valleyfield, Québec President and Chief Executive Officer

Michael Boone Toronto, Ontario Vice President, Chief Financial Officer and Director

G. Reid Bowlby Toronto, Ontario Vice President, Marketing

Ginette Berthel Gatineau, Québec Corporate Secretary

The Administrator is a wholly-owned subsidiary of Glencore Canada, a corporation existing under the laws of Ontario. An indirect wholly-owned subsidiary of Glencore Canada, in turn, holds all of the outstanding Ordinary Units of NILP and outstanding Special Fund Units of the Fund.

COMMUNICATION AND CORPORATE DISCLOSURE POLICY

The Fund and the Operating Trust have a corporate disclosure policy, which summarizes their policies and practices regarding disclosure of material information to investors, analysts and the media. The purpose of this policy is to ensure that the Fund's communications with the investment community are timely, consistent and in compliance with all applicable securities legislation. The Operating Trust has established a Corporate Disclosure Committee responsible for developing (with the approval of the Board), implementing and overseeing the Fund's disclosure policy and practices. As at June 22nd, 2015, the Corporate Disclosure Committee is composed of Eva Carissimi, Michael Boone, Ginette Berthel and Sylvain Lirette. Mr. Lirette was appointed on March 6, 2015. He replaced Ms. Marguerite Manshreck-Head who resigned on December 31, 2014. The Corporate Disclosure Committee is required to meet with, and report to, the Audit Committee quarterly.

The Fund maintains an investor relations program to respond to inquiries in a timely manner. Management meets with investment analysts and financial advisors to ensure that accurate information is available to investors, including conference calls and meetings to discuss the Fund's quarterly financial results. The Fund also ensures that the media are kept informed of developments as they occur through regular press releases.

The Fund also endeavours to keep its Unitholders informed of its progress through a comprehensive annual report, quarterly interim reports and press releases. It also maintains a website that provides summary information on the Fund and ready access to its published reports, press releases, statutory filings and supplemental information provided to analysts and investors. The Fund's website can be found at www.norandaincomefund.com. The Trustees and management meet with the Unitholders at the annual meeting and are available to answer questions at that time.

COMMITTEES OF THE BOARD

In the normal course of business, the Board currently has three standing committees: the Audit Committee, the Governance and Human Resources Committee and the Independent Committee.

The Audit Committee

The Audit Committee is responsible for, among other things, monitoring the Fund's systems and procedures for financial reporting, risk management and internal controls, reviewing all public disclosure documents and monitoring the performance of the Fund's external auditors. The Audit Committee is also responsible for reviewing the Fund's quarterly and annual financial statements and management's discussion and analyses ("MD&A") and annual and interim earnings press releases prior to their approval by the Board and disclosure to the public. The Audit Committee also meets periodically in private with the Fund's external auditors to discuss and review specific issues as appropriate. The Audit Committee met four times in 2014.

As at June 22nd, 2015, the Audit Committee is comprised of the following four Trustees all of whom are “independent” trustees as defined by National Instrument 52-110 – Audit Committees (“NI 52-110”): Messrs. Barry Tissenbaum (Chair), Jean Pierre Ouellet, John J. Swidler and François R. Roy. Mr. Swidler is not seeking re-election as a Trustee.

A Whistleblowing Procedure has been put in place which provides a hotline and secure web portal where employees may anonymously, if they so choose, report activities of a financial nature with which they are not comfortable. In the normal course of business, these calls and messages are monitored by the Audit Committee. In the absence of a member of the Audit Committee, the Corporate Secretary assumes this role.

At most regular Audit Committee meetings in 2014, the members of the Committee held meetings without the presence of management. The text of the Audit Committee Mandate can be found in the Fund's 2014 Annual Information Form available on SEDAR at www.sedar.com.

Each member of the Audit Committee is financially literate, i.e., has the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Fund's financial statements. Collectively, the Audit Committee has the education and experience necessary to fulfill the responsibilities outlined in the Audit Committee Mandate. The education and current and past experience of each Audit Committee member that is relevant to the performance of his responsibilities as an Audit Committee member is summarised below:

Jean Pierre (J.P.) Ouellet  Bachelor of Arts, License in Civil Law, University of Montreal  Bachelor of Civil Law, Oxford University (Rhodes Scholar)  Corporate Lawyer, Stikeman Elliott LLP (1976 – 1996)  Chief Legal Officer, Senior Executive Committee Member, Canadian National Railways Inc. (1996 – 2000)  Vice Chairman, Québec, RBC Capital Markets (2000 – 2008)  Chair of Audit Committee, C-MAC Industries Inc. (1992 – 2002)  Chair of the Ethics and Governance Committee of the Caisse de dépôt et placement du Québec (2009-2013)  Chair of the Governance Committee, Richmont Mines Inc. (2010-2012)

François R. Roy  Masters of Business Administration, University of Toronto  Previous member of the Accounting Standards Board of the Canadian Institute of Chartered Accountants  Chief Financial Officer, Québecor Inc. (1990 – 1997) (1998-2000)  Chief Financial Officer, Avenor Inc. (1997 – 1998)  Chief Financial Officer, Telemedia Inc. (2000 – 2003)  Vice Principal (Administration and Finance), McGill University (2007 – 2010)  Current Chair of Audit Committee, Capstone Infrastructure Corporation  Current Member of Audit Committee, Transcontinental Inc.  Current Member of the Audit Committee, Caisse de dépôt et placement du Québec  Current Member of the Governance and Human Resources Committee, Ovivo Inc. (1) John J. Swidler  Bachelor of Commerce and Bachelor of Civil Law, McGill University  Chartered Professional Accountant (CPA, CA), Richter, Usher & Vineberg (now Richter LLP) (1969 – 2008)  Chartered Professional Accountant (CPA, CA) designation (1967) and Fellow Chartered Professional Accountant (FCPA, FCA) designation (1992) Québec  President, Canadian Association of Insolvency and Restructuring Professionals (1984)  Founding Member, Vice President and Director, Insolvency Institute of Canada  Current Chair of Audit Committee, Dollarama Inc.  Lead Director and current Chair of Audit Committee, Reitmans (Canada) Limited

 Director of Accord Financial Corporation

Barry Tissenbaum (Chair)  Chartered Professional Accountant (CPA, CA) designation (Québec, 1968 and Ontario, 1974)  Partner, Ernst & Young LLP (1991 – 2005), including service as Director of Retail and Consumer Products (1996 – 2000) and Managing Partner, Toronto Midtown office (1991 – 1996)  Chair of Audit Committee, Universal Energy Group Ltd. (2007 – 2009)  Member of Audit Committee, Northstar Healthcare Inc. (2007 – 2010)  Chair of Audit Committee, Corel Corporation (2009 – 2010)  Current Member of Investment Review Committee, Faircourt Asset Management  Current Chair of Audit Committee, Medworxx Solutions Inc. (1) Mr. Swidler is not seeking re-election as a Trustee

For more information on the Audit Committee (including the information required by Form 52-110F1 of NI 52-110), please see the information set out under the heading "Audit Committee Information" in the Fund's 2014 Annual Information Form.

The Governance and Human Resources Committee It is the responsibility of the Governance and Human Resources Committee to, among other things, annually assess the size and composition of the Board and its Committees, to review the effectiveness of the Board's operations and its relations with management, to review the Fund's statement of corporate governance practices, and to review and recommend Trustees' compensation. Each year, the Administrator (or Glencore Canada), conducts a review of the compensation and remuneration policies applicable to its executive officers, including those who provide services in respect of the Fund, and reports to the Governance and Human Resources Committee, which then considers the results of such review as it applies to the annual compensation and performance reviews of the CEO and the CFO. The Governance and Human Resources Committee is also responsible for the Board's succession planning, reviewing the credentials of nominees for election or appointment to the Board, recommending candidates for Board membership and for interfacing with Glencore Canada which, by the terms of the Trust Indenture, is entitled to propose the nominees for election of Trustees. The Governance and Human Resources Committee met four times in 2014. As at June 22nd, 2015, the Governance and Human Resources Committee is comprised of the following four Trustees all of whom are “independent” trustees: Messrs. Barry Tissenbaum, Jean Pierre Ouellet (Chair), John J. Swidler and François R. Roy. Mr. Swidler is not seeking re- election as a Trustee The Governance and Human Resources Committee annually reviews the performance of the Board and its Committees and the individual contribution of Trustees through a self-survey and peer review. See also "Corporate Governance Disclosure" below. The Independent Committee As at June 22nd, 2015, the Independent Committee is comprised of the following four Current Trustees, all of whom are "independent" trustees. They are Messrs. Barry Tissenbaum, Jean Pierre Ouellet (Chair), John J. Swidler and François R. Roy (Vice-Chair). For further details, see the section entitled "Remuneration of Trustees" above. Mr. Swidler is not seeking re-election as a Trustee. The focus of the Independent Committee is on transition issues and planning for the expiry of the initial term of the Supply and Processing Agreement in May 2017. The Supply and Processing Agreement will be automatically renewed by Glencore Canada for a period of five years unless Glencore Canada provides the Partnership with written notice to the contrary at least by November 2016, of its decision with respect to an extension, if any, beyond 2017. The Independent Committee met 21 times in 2014. Structure of the Fund The Independent Committee, together with the Board, reviewed the tax impact and other consequences to the Fund and its Unitholders for the Fund to convert to a corporation, while considering the impact of remaining as a trust. The Independent Committee engaged Canaccord Genuity to act as an independent advisor to assist them in this regard. In 2012, the Independent Committee recommended to the Board of Trustees not to pursue a conversion of the Fund to a corporation. The conversion could only have been completed on terms that were acceptable to both unitholders of the Fund and Glencore Canada (formerly Xstrata Canada Corporation), the holder of the Ordinary Units of the Partnership. The Independent Committee and Glencore Canada discussed the terms on which such a conversion could occur, but they were unable to reach an agreement. As an alternative, the Trustees, with the support of Glencore Canada, approved an internal reorganization that eliminated the need for the Fund to declare an annual in-kind distribution to reduce its effective tax rate, commencing in fiscal 2012. As a result of this reorganization, it is expected that unitholders will be taxed only on the income they receive as cash distributions. The reorganization did not affect any of the arrangements between Glencore Canada and the Fund or the Partnership, including the subordination of distributions on Glencore Canada's Ordinary Units.

CORPORATE GOVERNANCE DISCLOSURE

FORM 58-101F1 OF NATIONAL INSTRUMENT 58-101 – DISCL OSURE OF CORPORATE GOVERNANCE PRACTICES ("NI 58-101")

Corporate governance relates to the activities of the Trustees, who are elected indirectly by, and are indirectly accountable to, the Unitholders (or, when permitted under the Trust Indenture, may be appointed by the remaining Board members to fill vacancies on the Board that may arise from time to time) and takes into account the role of the Administrator which is charged with the ongoing management of the Fund and the Operating Trust.

The Fund is a limited purpose trust and its activities are currently limited to owning trust units and trust notes of the Operating Trust. The Fund Indenture between Computershare Trust Company of Canada, as Sole Trustee and Glencore Canada (as successor to Noranda), which governs the Fund through the Administrator, provides that the Sole Trustee will exercise its powers and carry out its functions thereunder honestly, in good faith with a view to the best interest of the Fund and the Unitholders. The Fund Indenture further provides that the Sole Trustee will be deemed to have satisfied its standard of care to the extent that it has contracted or delegated the performance of certain activities to a manager, including the Administrator. The Sole Trustee has delegated the performance of most of its powers and authority to the Administrator. Therefore, the Fund believes that the review of corporate governance should be made at the level of the Operating Trust.

The Board encourages sound corporate governance practices designed to promote the well-being and ongoing development of the Operating Trust (and consequently of the Fund), having always as its ultimate objective the best long-term interests of the Fund and the Operating Trust and the enhancement of value for all Unitholders. The Board also believes that sound corporate governance policies and practices benefit the Operating Trust, the Fund and the communities in which they operate.

The Board is of the view that the Operating Trust's corporate governance policies and practices, outlined below, are comprehensive and consistent with the guidelines for improved corporate governance in Canada as recommended in NI 58-101 as follows:

1. Board of Trustees of Noranda Operating Trust

a) Disclose the identity of trustees who are independent:

At present, four of the seven Current Trustees of the Board are independent. The Independent Trustees are: John J. Swidler, Jean Pierre Ouellet, Barry Tissenbaum and François R. Roy. Mr. Swidler is not seeking re-election as a Trustee.

b) Disclose the identity of trustees who are not independent, and describe the basis for that determination:

Chris Eskdale has held the position of Head of Zinc Industrial Assets, Glencore International A.G. from May 2013 to present; previously, he occupied the position of Asset Manager from January 1998 to May 2013. Dirk Vollrath was an Asset Manager with Glencore International A.G. from 1995 until 2009. He was a consultant from 2009 to 2013 when he returned to Glencore International A.G. in June 2013. Yvan Jost holds the position of Asset Manager for Glencore since March 2013; prior to this, he held the position of Managing Director for Averec Holding A.G. from March 2011to February 2013; and prior to this, he was a partner for DYVA Management A.G. from January 2010 to February 2011; and prior to this, he held the position of Managing Director for Fortune Services A.G. from February 2007 to December 2009.

In each of the above cases, the Current Trustees’ current or former relationship with Glencore Canada has been determined to constitute a "material relationship" for purposes of NI 52-110, such that the Current Trustees named above should be recognized as not being independent pursuant to NI 52-110. A "material relationship" is defined in NI 52-110 to mean any relationship, which could, in the view of the Board, be reasonably expected to interfere with the exercise of a Trustee's independent judgment.

c) Disclose whether or not a majority of trustees are independent. If a majority of trustees are not independent, describe what the Board of Trustees does to facilitate its exercise of independent judgment in carrying out its responsibilities:

A majority of the Current Trustees are "independent" as defined by NI 52-110. On an annual basis, the Board, in consultation with the Governance and Human Resources Committee, reviews the relationship between each Trustee and the Fund and the Operating Trust in order to determine whether each Current Trustee is or remains independent. Based on reference to the independence requirements, including NI 52-110 and the terms of the Trust Indenture, and a review of the applicable factual circumstances against these standards, the Board, in consultation with the Governance and Human Resources Committee, has determined that the majority of its Current Trustees are independent.

d) If a trustee is presently a director or trustee of any other issuer that is a reporting issuer (or the equivalent) in a jurisdiction or a foreign jurisdiction, identify both the trustee and the other issuer :

John J. Swidler: Dollarama Inc., Reitmans (Canada) Limited, Accord Financial Corp. Mr. Swidler is not seeking re-election as a Trustee Barry Tissenbaum: Medworxx Solutions Inc. François R. Roy: Transcontinental Inc., Capstone Infrastructure Corporation, Ovivo Inc. Chris Eskdale: Volcan Compania Minera S.A.A., Trevali Mining Corporation, Recylex S.A. Anthony P. L. Lloyd: Mawson West Ltd., PC Gold Inc.

e) Disclose whether or not the independent trustees hold regularly scheduled meetings at which non-independent trustees and members of management are not in attendance. If the independent trustees hold such meetings, disclose the number of meetings held since the beginning of the issuer's most recently completed financial year. If the independent trustees do not hold such meetings, describe what the Board does to facilitate open and candid discussion among its independent trustees:

The Board meets at least once each quarter, with additional meetings held when appropriate. In 2014, there were 6 meetings of the Board. At most regular meetings in 2014, the Independent Trustees held meetings without the presence of management or Current Trustees that are not independent. The Independent Trustees appointed by the Board continue to hold regularly scheduled meetings at which non-independent Trustees and members of management are not in attendance. In addition, such Independent Trustees have been appointed to the Independent Committee of the Board, which Committee regularly holds separate meetings in respect of certain matters within its mandate, to avoid any actual or perceived conflicts.

f) Disclose whether or not the chair of the Board is an independent trustee. If the Board has a chair or lead trustee who is an independent trustee, disclose the identity of the independent chair or lead trustee, and describe his or her role and responsibilities. If the Board has neither a chair that is independent nor a lead trustee that is independent, describe what the Board does to provide leadership for its independent trustees:

The Chair of the Board is held by John J. Swidler, an Independent Trustee. The Chair manages the business of the Board, sets the agenda for Board meetings, facilitates communication between the Independent Trustees and management of the Fund and the non- independent Trustees and ensures that the functions identified in its Mandate are being effectively carried out by the Board and its Committees. The Chair is also responsible for leading the Board and organizing it to function in coordination with, but independently of, the Administrator of the Fund and its management, in order to facilitate the achievement of the goals of the Operating Trust and the Fund. The Chair reviews any comments or requests made by Independent Trustees and oversees the process by which information is made available to the Independent Trustees concerning the Fund's business and activities. In addition, each of the Committees of the Board is chaired by an Independent Trustee. Mr. Swidler is not seeking reelection. The successor Chair of the Board will be appointed following the Meeting and is expected to be an Independent Trustee.

g) Disclose the attendance record of each trustee for all Board meetings held since the beginning of the issuer's most recently completed financial year:

Please see the table under the section entitled "Meetings Held and Attendance of Trustees" on page 11 of this Circular.

2. Board Mandate – Disclose the text of the Board's written mandate. If the Board does not have a written mandate, describe how the Board delineates its role and responsibilities:

The Board Mandate can be found at Appendix "A" to this Circular.

3. Position Descriptions

a) Disclose whether or not the Board has developed written position descriptions for the chair and the chair of each Board committee. If the Board has not developed written position descriptions for the chair and/or the chair of each Board committee, briefly describe how the Board delineates the role and responsibilities of each such position:

The Board has developed written position descriptions for the Chair of the Board and for the Chairs of the Audit Committee and the Governance and Human Resources Committee. The responsibilities of the Chair are discussed further above. In addition, from time to time the Board may establish an independent committee of Independent Trustees to review and consider particular issues that arise. In such cases, the Board typically establishes a mandate for the independent committee, which includes, among other things, the scope of duties and responsibilities of the members of the independent committee and its’ Chair at the time such committee is formed. The position descriptions are reviewed by the Board and the Governance and Human Resources Committee on an annual basis and, if necessary, revised to ensure they remain responsive to the requirements and best interests of the Fund.

b) Disclose whether or not the Board and CEO have developed a written position description for the CEO. If the Board and CEO have not developed such a position description, briefly describe how the Board delineates the role and responsibilities of the CEO:

The Board and the Administrator have developed a written position description for the Administrator's CEO. The position description is reviewed by the Board and the Governance and Human Resources Committee, in consultation with the CEO, on an annual basis and, if necessary, revised to ensure that it remains responsive to the requirements and best interests of the Fund.

The Board and the Administrator have also developed a written position description for the Administrator’s Chief Financial Officer.

4. Orientation and Continuing Education

a) Briefly describe what measures the Board takes to orient new trustees regarding (i) the role of the Board, its committees and it trustees, and (ii) the nature and operations of the issuer's business:

- Trustees are provided with access to the Chair of the Board and each Committee of the Board.

- Trustees attend meetings with the Administrator of the Fund and receive presentations and/or briefings by, and have access to ask questions of, management concerning, among other things, the business, operations and financial condition of the Fund.

- Trustees are informed of the legal duties and obligations required of a trustee of a publicly-held entity.

- Trustees are given up-to-date information on the Fund's organization and structure, governance documents, financial statements and operating results, constituting agreements, policies and procedures and other material agreements and continuous disclosure documents of the Fund and its subsidiaries.

- Arrangements are made for a plant visit and specific briefing sessions from appropriate senior personnel to help new Trustees better understand the Fund's strategies and operations.

b) Briefly describe what measures, if any, the Board takes to provide continuing education for its trustees. If the Board does not provide continuing education, describe how the Board ensures that its trustees maintain the skill and knowledge necessary to meet their obligations as trustees:

The following continuing education guidelines have been approved by the Board for both new and existing Current Trustees:

- At Board meetings, management and outside service providers are invited on a regular basis to make presentations and provide briefings on different aspects of the business, financial condition, operations and industry developments; - Guided plant visits are performed as appropriate; - Once per year, all members attend a strategic planning session with management; - Quarterly, all members receive a presentation on the review of the business market and world markets; - Timely updates are distributed for insertion in the Governance Manual; - Material governance literature is distributed periodically to the Board members; - Trustees who are not members of the Committees attend the Committee meetings as guests when appropriate;-In the yearly Board self-survey, the members are questioned on their needs and preferences for continuing education and, following review, the Board acts accordingly; and - The Board members holding a professional association designation such as Chartered Professional Accountants follow the required continuing education requirements prescribed by their professional association.

Since the appointment of the current Independent Trustees in October 2010, the Independent Trustees have taken steps to improve their understanding of the business of the Fund. They have attended plant tours and orientation sessions as well as presentations by consultants on the zinc business in North America and around the world.

The Fund has also developed Board and Committee work plans which are updated on a regular basis and circulated to the Board and Committee members.

5. Ethical Business Conduct

a) Disclose whether or not the Board has adopted a written code for the trustees, officers and employees. If the Board has adopted a written code: (i) disclose how a person or company may obtain a copy of the code; (ii) describe how the Board monitors compliance with its code, or if the Board does not monitor compliance, explain whether and how the Board satisfies itself regarding compliance with its code; and (iii) provide a cross-reference to any material change report filed since the beginning of the issuer's most recently completed financial year that pertains to any conduct of a trustee or executive officer that constitutes a departure from the code:

The Board has adopted its own Code of Business Conduct and Ethics (the "Trust Ethics Code") which applies to the Trustees and the officers of the Operating Trust and to directors and officers of the Fund's subsidiaries. This Trust Ethics Code requires, among other things, that Trustees, directors and officers of the Fund and its subsidiaries: (i) avoid situations in which their personal interests conflict or may conflict with the interests of the Fund, (ii) protect the confidentiality of the Fund's non-public information, (iii) report any illegal or unethical behavior, (iv) monitor the application of the Glencore Canada Code (discussed below) as it applies to the Administrator's employees, (v) be aware of and comply with all laws, rules and regulations applicable to such individual, (vi) deal fairly with the Fund's customers, suppliers and competitors, and (vii) conduct themselves with the highest standards of honesty, integrity, in good faith, and with a view to the best interests of the Operating Trust and the Unitholders of the Fund. Any violations of the Trust Ethics Code are to be reported to the Chair of the Board or a committee thereof, and such violations may be reported anonymously, if desired, through the confidential hotline established under the Administrator's Whistleblowing Procedure (discussed below). The Trust Ethics Code also requires that Trustees, directors and officers of the Operating Trust will be made promptly aware of any violation of the Glencore Canada Code through the Administrator. A copy of the Trust Ethics Code can be found on the Fund’s website at www.norandaincomefund.com or on SEDAR at www.sedar.com.

The Fund's Administrator, as a wholly-owned subsidiary of Glencore Canada, is bound by the Glencore Canada "GlencoreXstrata Code of Conduct" (the "Glencore Canada Code"). The Board has reviewed the Glencore Canada Code's expectation of high standards of ethical business conduct. A copy of the Glencore Canada Code can be found on the Fund's website at www.norandaincomefund.com or on SEDAR at www.sedar.com. All new employees are given a copy of the Glencore Canada Code and have continued access to the Glencore Canada Code and from time to time may receive instructions on the Glencore Canada Code, including annual reminders concerning how to place a complaint, if one arises, pursuant to the Glencore Canada Code. Because Glencore Canada’s parent, Glencore plc, is listed in the UK, the Administrator’s employees are also subject to the new UK Bribery Act. All employees have received anti-bribery training. A complaint procedure has been put in place for employees to report activities which they feel are not consistent with the spirit and intent of the Glencore Canada Code. The complaint procedure is available 24 hours a day, seven days a week. Any reports received by the Administrator relating to the Fund are then reported to the Board quarterly, or more often if necessary. The Glencore Canada Code provides guidelines to ensure that the Administrator's employees respect their commitment to conduct business relationships with respect, openness and integrity. Among other things, the Glencore Canada Code defines the standards of the Administrator's business practices, to ensure the highest ethical standards, and also sets the standard for all communication with the investing public of the Fund. The Glencore Canada Code extends to all directors, officers, trustees and employees of the Fund's subsidiaries, its Board of Trustees and all other insiders. The Glencore Canada Code prescribes standards in relation to various matters, including conduct and equal opportunity in the workplace, health, safety and environmental protection, financial reporting, conflicts of interest, dealing with customers and suppliers, community interaction, corporate governance, regulatory obligations, information security, and enforcement. The Board has not granted any waivers of the Glencore Canada Code in favour of a Trustee or executive officer of the Fund or the Administrator since the beginning of fiscal 2014 and, accordingly, no material change report has been required to be filed.

In addition to the foregoing, the Administrator has also adopted a Whistleblowing Procedure, which applies to the Administrator's employees who directly or indirectly operate the Processing Facility. The Whistleblowing Procedure outlines procedures for employees to raise questions or report situations relating to business practice, ethical or legal issues. Under the Procedure, such concerns may be reported directly to the employee's supervisor. Alternatively, employees may report any complaints or issues anonymously, either through the complaint procedure established under the Glencore Canada Code, or through a hotline or secure, confidential, anonymous website established by the Operating Trust, in respect of which the Audit Committee has established procedures to receive and address any such complaints relating to accounting, financial, internal accounting controls or auditing matters. All such complaints are summarized quarterly and reported to the Board of Trustees of the Fund, either by management of the Administrator, in the case of complaints through the Glencore Canada Code hotline, or by the Chair of the Audit Committee, in the case of complaints pertaining to accounting, internal accounting controls, and financial and auditing issues.

b) Describe any steps the Board takes to ensure trustees exercise independent judgment in considering transactions and agreements in respect of which a trustee or executive officer has a material interest:

The Trust Indenture of the Operating Trust requires Trustees and officers to disclose to the Trustees the nature and extent of any interest a Trustee or officer may have by virtue of being a party to a contract or transaction or proposed contract or transaction with the Fund, the Operating Trust or any of their respective affiliates or by virtue of being a director or officer of, or otherwise having a material interest in, any person or affiliate of any person who is a party to a contract or transaction or proposed contract or transaction with the Fund, the Operating Trust or any of their respective affiliates.

The duties and responsibilities of Trustees also include: (a) preventing personal interests from conflicting with, or appearing to conflict with, the interests of the Fund and disclosing details of any actual, perceived or potential conflicts of interest that may arise; and (b) voting on all matters requiring a decision of the Board or its Committees except where a conflict of interest exists, in which case voting is prohibited under the Trust Indenture (subject to certain exceptions). Trustees who find themselves in a real or potential conflict of interest are required to immediately declare their interest to the Board and, if required pursuant to the Trust Indenture, refrain from participating in any discussion about the conflicting issue or from voting thereon.

c) Describe any other steps the Board takes to encourage and promote a culture of ethical business conduct:

Trustees do not undertake any consulting activities for, or receive any remuneration directly from, the Fund or the Operating Trust other than compensation for service as a Trustee. In addition, employees of Glencore Canada or affiliates who also serve as Trustees on the Board do not receive any compensation in connection with their services as Trustees on the Board. In addition to the foregoing, the Board further encourages a culture of ethical conduct by appointing officers and engaging Trustees of only high integrity and by monitoring performance. The Board also establishes independent committees of the Board from time to time to address any specific issues or aspects of the Fund's business and operations to prevent any actual or perceived conflict of interest.

6. Nomination of Trustees

a) Describe the process by which the Board identifies new candidates for Board nomination:

The Board has adopted a policy regarding the selection and retention of Trustees. The Board has also developed a skills matrix for new candidates and works to ensure that any gaps in the Board's expertise are addressed by new nominees at the appropriate time. The Governance and Human Resources Committee works with Glencore Canada, but also independently of Glencore Canada to assess potential independent candidates and recommendations are made to the Board. In the normal course of business, before making a recommendation on a new candidate as trustee, the Chair of the Board and/or the Governance and Human Resources Committee Chair in conjunction with Glencore Canada meet separately with the candidate to discuss (among other things) the candidate's interest, expertise, industry experience, communication skills, integrity, track record and ability to devote the time and commitment required to serve on the Board. The Governance and Human Resources Committee in conjunction with Glencore Canada makes arrangements to verify the candidate's educational background, conduct a background check on the candidate and assess any potential conflicts, independence concerns or disclosure issues the candidate might have. The Governance and Human Resources Committee works in conjunction with Glencore Canada (who is generally entitled to nominate the Trustees under the Trust Indenture) to assess potential candidates and makes recommendations to the Board. The Governance and Human Resources Committee also considers recommendations for nominees submitted by Unitholders of the Fund, as and when required pursuant to the Trust Indenture or otherwise by applicable laws. From time to time, the Board and/or Governance and Human Resources Committee in conjunction with Glencore Canada may also retain external firms to assist with identifying and recruiting possible nominee trustees for the Board of Trustees.

b) Disclose whether or not the Board has a nominating committee composed entirely of independent trustees. If the Board does not have a nominating committee composed entirely of independent trustees, describe what steps the Board takes to encourage an objective nomination process:

The Governance and Human Resources Committee is composed of four Current Trustees, all of whom are Independent Trustees. As needed, the Governance and Human Resources Committee may retain the services of an expert search company to identify independent candidates. The Chair of the Governance and Human Resources Committee works closely with the Chair of the Audit Committee, who in the normal course of business is an Independent Trustee. The Governance and Human Resources Committee is comprised of the following four Independent Trustees: Mr. Ouellet (Chair), Mr. Swidler, Mr. Tissenbaum and Mr. Roy. Mr. Swidler is not seeking re-election as a Trustee.

c) If the Board has a nominating committee, describe the responsibilities, powers and operation of the nominating committee:

In the normal course of business, it is the responsibility of the Governance and Human Resources Committee to, among other things, annually assess the size and composition of the Board and its Committees, to review the effectiveness of the Board's operations and its relations with management, to review the Fund's statement of corporate governance practices and to review and recommend Trustees' compensation. In the normal course of business, the Governance and Human Resources Committee is also responsible for the Board's succession planning, reviewing the credentials of nominees for election or appointment to the Board, recommending candidates for Board membership and for interfacing with Glencore Canada which, by the terms of the Trust Indenture, is generally entitled to propose the nominees for election as Trustees.

In the normal course of business, the Governance and Human Resources Committee also annually reviews the performance of the Board and its Committees and the individual contribution of Trustees through a self-survey and a peer feedback survey.

The Governance and Human Resources Committee met four times in 2014. At most Governance and Human Resources Committee meetings, the members held meetings without the presence of management.

7. Compensation

a) Describe the process by which the Board determines the compensation for the issuer's trustees and officers:

On recommendation of the Governance and Human Resources Committee, the Board sets the compensation and benefits of the Trustees by seeking to ensure that the compensation and benefits reflect the responsibilities and risks involved in being a Trustee and align the interests of the Trustees with the best interests of the Fund and its Unitholders.

The Administrator operates and manages the Operating Trust and the Fund, including determining the compensation of senior management of the Administrator, in consultation with the Trustees. Each year, the Administrator (or Glencore Canada) conducts a review of the compensation and remuneration policies applicable to its executive officers, including those who provide services in respect of the Fund, and reports to the Governance and Human Resources Committee on the results of that review as it applies to the annual compensation and performance reviews of the CEO and CFO. For further details, see also the sections entitled "Statement of Executive Compensation – Compensation Discussion and Analysis" and "Committees of the Board – The Governance and Human Resources Committee" above. The Governance and Human Resources Committee reviews the compensation policies of Glencore Canada as they apply to the Fund.

Please see "Statement of Executive Compensation" and "Remuneration of Trustees" above for further details.

b) Disclose whether or not the Board has a compensation committee composed entirely of independent trustees. If the Board does not have a compensation committee composed entirely of independent trustees, describe what steps the Board takes to ensure an objective process for determining such compensation.

The Governance and Human Resources Committee, which is comprised entirely of Independent Trustees, is responsible for, among other things, reviewing and recommending Trustees' compensation. The Operating Trust does not have a separate compensation committee. Given that the Fund Administrator's senior management is governed by the Glencore Canada compensation policies, the Governance and Human Resources Committee's responsibility is generally limited to the determination of Trustee compensation. The Governance and Human Resources Committee also reviews the compensation policies of Glencore Canada as they apply to the Fund.

c) If the Board has a compensation committee, describe the responsibilities, powers and operation of the compensation committee:

Reference is made to part 7(b) above.

8. Other Board Committees – If the Board has standing committees other than the audit, compensation and nominating committees, identify the committees and describe their function.

The Independent Committee is comprised of John J. Swidler, Jean Pierre Ouellet (Chair), Barry Tissenbaum and François R. Roy (Vice-Chair). For further details concerning the functions and responsibilities of the Independent Committee, see the section of the Circular entitled "Committees of the Board – The Independent Committee" above. Mr. Swidler is not seeking re-election as a Trustee.

9. Assessments – Disclose whether or not the Board, its committees and individual trustees are regularly assessed with respect to their effectiveness and contribution. If assessments are regularly conducted, describe the process used for assessments. If assessments are not regularly conducted, describe how the Board satisfies itself that the Board, its committees, and its individual trustees are performing effectively:

Board of Trustees:

In the normal course of business, a self-survey and a peer feedback survey of the Board as a whole and of its individual members are conducted, and the Chair of the Governance and Human Resources Committee reports to the Board on an annual basis, which then considers whether any changes to the Board's processes, policies, composition or Committees are necessary or desirable. The Chair meets separately with each member to discuss the results and make recommendations based on feedback. The Board Chair position description, as well as the Board Mandate, is also reviewed on an annual basis. A self-survey and peer review have been conducted to review the year 2014.

The peer feedback survey is based on guidelines prepared by the Canadian Coalition for Good Governance and provides a forum for each Trustee to report on the performance of his peers in such areas as, meeting preparation, contribution to Board discussions and decisions, financial literacy, application of knowledge, experience and expertise to issues confronting the Fund, judgement, ability to work cooperatively with others, accountability and compliance, ethical standards, availability and accessibility and overall contribution to the functioning of the Board. The self-survey covers various areas designed to assess, and address, any issues relating to the categories of Board responsibility, operations and functionality and Board effectiveness. In the ordinary course, the self-survey is completed annually by each Trustee and once the tabulation is completed by the Corporate Secretary, the results are provided to the Chair of the Governance and Human Resources Committee, who then reports to the Board on the results of such surveys. The peer

survey is usually completed annually and reported confidentially to the Chair of the Governance and Human Resources Committee, who then addresses any issues or concerns directly with the applicable Trustee.

Audit Committee:

In the normal course of business, an annual assessment of the external auditors is conducted and an Audit committee self-assessment is conducted on the Audit Committee as a whole and of its individual members. The Chair of the Audit Committee reports to the Board and makes recommendations based on feedback on an annual basis. The Audit Committee Chair position description as well as the Audit Committee Mandate is reviewed on an annual basis. A self-assessment has been conducted to review the year 2014.

10. Director term limits and other mechanisms of board renewal: Disclose whether or not the issuer has adopted term limits for the directors on its board or other mechanisms of board renewal and, if so, include a description of those director term limits or other mechanisms of board renewal. If the issuer has not adopted director term limits or other mechanisms of board renewal, disclose why it has not done so.

The Board adopted a policy regarding the selection and retention of trustees in 2007. The Board does not believe that should be established a limit on the number of times a trustee may stand for election. While such a limit could help in creating an environment where fresh ideas and viewpoints are available to the Board, on the other hand, a trustee term limit can also disadvantage the Trust through the loss of the beneficial contribution of trustees who have developed, over a period of time, increased knowledge of, and insight into, the Fund and its operations and who could therefore provide increasing contributions to the Board as a whole. The policy regarding the selection and retention of trustees can be found on www.sedar.com.

11. Policies regarding the representation of women on the board: (a) Disclose whether the issuer has adopted a written policy relating to the identification and nomination of women directors. If the issuer has not adopted such a policy, disclose why it has not done so.

The Fund adopted a Board Diversity Policy in June 2015. The policy promotes the inclusion of women on the Board as an important consideration during searches for new Board members. The Fund embraces the proposition that more women on boards would be advantageous to all corporate entities as well as society at large. The ultimate decision to nominate a Trustee is based on merit and the contribution that the chosen candidate brings to the Board. The Fund remains duty bound to recruit and invest in the best available talent and, although the Board does not endorse targets, it does commit to having an increased representation of women throughout its corporate structure.

(b) If an issuer has adopted a policy referred to in (a), disclose the following in respect of the policy: (i) a short summary of its objectives and key provisions (ii) the measures taken to ensure that the policy has been effectively implemented (iii) annual and cumulative progress by the issuer in achieving the objectives of the policy, and (iv) whether and, if so, how the board or its nominating committee measures the effectiveness of the policy

Please refer to 11. (a) above. It is the responsibility of the Governance and Human Resources Committee to develop measurable objectives in order to implement the Board Diversity Policy and for monitoring progress towards the achievement of these objectives. Due to the recent adoption of the policy, the Governance and Human Resources Committee has not developed specific measures to ensure that the Board Diversity Policy is implemented.

12. Consideration of the representation of women in the director identification and selection process: Disclose whether and, if so, how the board or nominating committee considers the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board. If the issuer does not consider the level of representation of women on the board in identifying and nominating candidates for election or re-election to the board, disclose the reasons for not doing so.

Please refer to 11. (a) above.

13. Consideration given to the representation of women in executive officer appointments: Disclose whether and, if so, how the issuer considers the level of representation of women in executive officer positions when making executive officer appointments. If the issuer does not consider the level of representation of women in executive officer positions when making executive officer appointments, disclose the issuer’s reasons for not doing so.

The Fund is committed to having an increased representation of women throughout its corporate structure, including at the executive officer level. While the Governance and Human Resources Committee considers gender and other personal characteristics that contribute to diversity among executive officers, it is the skills, experience and integrity that are most important in assessing the value an individual could bring to an executive officer position.

14. Issuer’s targets regarding the representation of women on the board and in executive officer positions: a) For the purpose of this Item, a “target” means a number or percentage, or a range of numbers or percentages, adopted by the issuer of women on the issuer’s board or in executive positions of the issuer by a specific date.

b) Disclose whether the issuer has adopted a target regarding women on the issuer’s board. If the issuer has not adopted a target, disclose why it has not done so.

c) Disclose whether the issuer has adopted a target regarding women in executive officer positions of the issuer. If the issuer has not adopted a target, disclose why it has not done so.

d) If the issuer has adopted a target referred to in either (b) or (c), disclose: i. the target, and ii. the annual and cumulative progress of the issuer in achieving the target.

The Fund does not, at this time, consider targets regarding women on its Board nor in executive officer positions. Please refer to 11. (a) above.

15. Number of women on the board and in executive officer positions: a) Disclose the number and proportion (in percentage terms) of directors on the issuer’s board who are women.

There are currently no women (0%) who are trustees on the Fund’s Board.

b) Disclose the number and proportion (in percentage terms) of executive officers of the issuer, including all major subsidiaries of the issuer, who are women

There are currently 3 (37.5%) women executive officers of the Fund.

INDEBTEDNESS OF CERTAIN PERSONS

None of the current or former officers, directors or employees of the Administrator, or current or former officers, Trustees or employees of the Fund or the Operating Trust, or their respective associates, has any indebtedness towards the Fund or any of its subsidiaries.

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as disclosed in: (i) this Circular, (ii) the 2014 Annual Information Form (under the headings "Glencore Canada Corporation – Major Agreements", "The Administrator and Manager" and "Material Contracts – Indebtedness"), (iii) the Management’s Discussion and Analysis for the fiscal year ended December 31st, 2014 (under the heading "Transactions with Related Parties"), and (iv) the notes to the Consolidated Financial Statements for the fiscal year ended December 31st, 2014 (under the headings "Supply and Processing Agreement", "Bank and Other Loans" and "Related Parties"), to the knowledge of the Fund, as of the date of this Circular, none of the Trustees, executive officers or former executive officers of the Fund or the Administrator and no person or company beneficially owning, or controlling or directing, directly or indirectly, Units carrying more than 10% of the voting rights attached to the Units nor any associates or affiliates of the foregoing, had any material interest, direct or indirect, in any transaction since the commencement of the Fund’s last financial year or in any proposed transaction which has materially affected or would materially affect the Fund or any of its affiliates.

AUDITOR OF THE FUND

Ernst & Young LLP have acted as auditors for the Fund since its inception.

OTHER BUSINESS

The Fund knows of no other matter to come before the Meeting other than those referred to in the Notice.

ADDITIONAL INFORMATION

Additional information relating to the Fund can be found on SEDAR at www.sedar.com. Unitholders may contact the Fund at 100 King Street West, First Canadian Place, Suite 6900, P.O. Box 403, Toronto, Ontario, M5X 1E3 by mail or by telephone at 416-775-1561 to request copies of the Fund's Audited Consolidated Financial Statements and MD&A. The Administrator may similarly be contacted by mail at 100 King Street West, First Canadian Place, Suite 6900, P.O. Box 403, Toronto, Ontario, M5X 1E3.

Financial information for the Fund's most recently completed financial year is provided in its Comparative Consolidated Financial Statements and MD&A which are filed on SEDAR and available at www.sedar.com.

ADMINISTRATOR'S APPROVAL

The Administrator has approved the contents and the sending of this Circular.

BOARD OF TRUSTEES APPROVAL The Board of Trustees of Noranda Operating Trust has approved the contents and the sending of this Circular. A copy of this Circular has been sent to each Trustee, each Unitholder entitled to notice of the Meeting and the auditors of the Fund. DATED as of the 22nd, day of June, 2015. BY ORDER OF CANADIAN ELECTROLYTIC ZINC LIMITED, THE ADMINISTRATOR OF THE FUND

Ginette Berthel Corporate Secretary

APPENDIX "A" - BOARD OF TRUSTEES MANDATE

NORANDA OPERATING TRUST

BOARD OF TRUSTEES

MANDATE ROLE OF BOARD

The role of the Board of Trustees (the "Board") of Noranda Operating Trust ("NOT") is to oversee, directly and through its committees, the business and affairs of NOT and Noranda Income Fund (the "Fund"), which are conducted by its management. In doing so, the Board acts at all times with a view to the best interests of the Fund and its unitholders.

The Board is elected indirectly by the unitholders of the Fund to ensure that the best interests of its unitholders are advanced by enhancing unitholders' value in a manner that recognizes the concerns of other stakeholders in the Fund, including its employees, suppliers, customers and the communities in which it operates.

AUTHORITY AND RESPONSIBILITIES

The Board meets regularly to review reports by management on the performance of the Fund. In addition to the general supervision of management, the Trustees perform the following functions:

strategic planning – overseeing the strategic planning process and reviewing, approving and monitoring the strategic plan including fundamental financial and business strategies and objectives;

risk assessment – assessing the major risks facing the Fund and reviewing, approving and monitoring the manner of managing those risks;

maintaining integrity – reviewing and monitoring the controls and procedures within the Fund to maintain its integrity including its disclosure controls and procedures, its internal controls and procedures for financial reporting and compliance with its code of ethics;

succession planning – ensuring that adequate and effective succession plans are in place for the CEO and senior management;

legal compliance – assessing, subject to a report from management, legal compliance in every jurisdiction where the Fund has interests;

decisions matrix – developing a decisions matrix requiring prior approval of the Board;

integrity of senior officers – developing the Board's expectation of management and to the extent feasible, satisfying itself as to the integrity of the chief executive officer ("CEO") and other senior officers and that the CEO and other senior officers create a culture of integrity throughout the organization;

communication policy – oversee the adoption of a communication policy for the Fund, including measures for receiving feedback from security holders;

corporate governance – develop and implement corporate governance principles and guidelines that are specifically applicable to the Fund; and

distributions – declare distributions to unitholders in conformity with the Trust Indenture.

COMPOSITION AND PROCEDURES

Size of the Board and nomination process – The Trustees are elected each year by the Sole trustee of the Fund, as directed by the unitholders of the Fund at the annual meeting. The Governance and Human Resources Committee proposes to the full Board the nominees for election to the Board and the Board proposes a slate of nominees to the unitholders of the Fund for election, the whole in accordance with the Trust Indenture. Any unitholder may propose a nominee for election to the Board by means of a unitholder proposal at the annual meeting. Between the annual meetings, the Board may appoint Trustees to serve until the next annual meeting.

Qualifications –Trustees should have the highest personal and professional ethics and values and be committed to advancing the best interests of the unitholders of the Fund. They should possess skills and competencies in areas that are relevant to the Fund's activities. A majority of Trustees shall be independent within the meaning of the corporate governance guidelines of the regulatory authorities. All Trustees must meet the qualification requirements provided for in the Trust Indenture.

Chair - The Trustees may appoint a Chair from amongst their number who shall not be an employee of the Trust and shall be an unrelated independent Trustee of the Trust. If the Chair of the Board is not present at any meeting of the Board of Trustees, the acting Chair of the meeting shall be chosen by the Board among the Trustees present.

Trustees' orientation – The President and Chief Executive Officer, the Chief Financial Officer and the Secretary are responsible for providing an orientation and education program for new Trustees.

Meetings – The Board has at least four scheduled meetings a year, once every quarter. The Board is responsible for its agenda. Prior to each Board meeting, the CEO will discuss agenda items for the meeting with the chairman of the Board. Materials for each meeting will be distributed to the Trustees in advance. The unrelated Trustees shall have at least four scheduled meetings a year without management present.

Committees – The Board has established the following permanent committees to assist the Board in discharging its responsibilities: the Audit Committee and the Governance and Human Resources Committee. Special committees may be established from time to time to assist the Board in connection with specific matters. The chairperson of each committee reports to the Board following meetings of the committee. The terms of reference of each committee are reviewed annually by the Board.

Evaluation – The Governance and Human Resources Committee performs an annual evaluation of the effectiveness of the Board, as a whole, and its committees and of the individual contributions of Trustees.

Compensation – The Governance and Human Resources Committee recommends to the Board the compensation and benefits for Trustees. In reviewing the adequacy and form of compensation and benefits, the committee seeks to ensure that the compensation and benefits reflect the responsibilities and risks involved in being a Trustee and align the interests of the Trustees with the best interests of the Fund and its unitholders.

Access to independent advisors – The Board and any of its committees may at any time retain outside financial, legal or other advisors at the expense of the Fund. Any Trustee may, subject to the approval of the Chairman of the Board, retain an outside advisor at the expense of the Fund.

Yearly review – The Board shall review its terms of reference on a yearly basis.

Confirmed on February 11th, 2014 Confirmed on March 10th, 2015