Advantage Energy Income Fund Sample Contracts

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EXHIBIT 99.38 ------------- AMENDED AND RESTATED MANAGEMENT AGREEMENT COMPUTERSHARE TRUST COMPANY OF CANADA
Management Agreement • November 16th, 2005 • Advantage Energy Income Fund • Alberta
EXHIBIT 99.39 ------------- SHAREHOLDER AGREEMENT
Shareholder Agreement • November 16th, 2005 • Advantage Energy Income Fund • Alberta
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Subscription Receipt Agreement • November 16th, 2005 • Advantage Energy Income Fund • Alberta
UNITHOLDER RIGHTS PLAN AGREEMENT
Unitholder Rights Plan Agreement • January 23rd, 2009 • Advantage Energy Income Fund • Crude petroleum & natural gas • Ontario

MEMORANDUM OF AGREEMENT dated as of January 20, 2009 between Advantage Energy Income Fund, an open-ended trust created under the laws of the Province of Alberta pursuant to the amended and restated trust indenture dated December 13, 2007, as amended or restated from time to time, and Computershare Trust Company of Canada, a trust company incorporated under the laws of Canada (the "Rights Agent");

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