AGENCY AGREEMENTAgency Agreement • February 25th, 2011 • Ontario
Contract Type FiledFebruary 25th, 2011 JurisdictionThe undersigned, RBC Dominion Securities Inc. (“RBC”), CIBC World Markets Inc., GMP Securities L.P., TD Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., Dundee Securities Ltd., HSBC Securities (Canada) Inc., National Bank Financial Inc., Canaccord Genuity Corp, Raymond James Ltd., Wellington West Capital Markets Inc., Macquarie Private Wealth Inc. and Manulife Securities Incorporated (collectively, the “Agents” and each individually, an “Agent”) understand that Marret Multi-Strategy Income Fund (the “Fund”) proposes to complete its initial public offering by offering for sale (the “Offering”) a minimum of 5,000,000 Class A units (“Class A Units”) and a maximum of 29,166,667 Class A units and/or Class F units (“Class F Units”, and together with the Class A Units, the “Offered Units”) at a price of $12 per Offered Unit. The Offered Units shall have the material attributes described in the Final Prospectus (as defined below).