ENERVEST DIVERSIFIED INCOME TRUST. Distribution Reinvestment Plan

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1 Features of the Plan include the following: ENERVEST DIVERSIFIED INCOME TRUST Distribution Reinvestment Plan Unitholders, other than U.S. citizens or U.S. residents, may elect to reinvest their cash distributions from trust units of EnerVest Diversified Income Trust (the Trust ) in new trust units ( Units ) from treasury of the Trust or, at the discretion of EnerVest Diversified Management Inc., (the Manager ) in Units acquired through the facilities of The Toronto Stock Exchange (the TSX ) (or such other exchange on which the Units are then listed). Units issued from treasury of the Trust will be issued at a price equal to the lessor of the Weighted Average Price and the Net Asset Value per Unit at the relevant Distribution Date, and will be credited to the Plan Participant s account. Units acquired through the facilities of the TSX may be acquired at up to 115% of the prevailing market rates (subject to certain pricing restrictions) based on the Weighted Average Price and will be credited to the Plan Participant s account. Plan Participants may purchase additional Units by making Optional Cash Payments of up to $1,000.00, by certified cheque and shall be irrevocable, per Distribution Date. The Units purchased pursuant to the Optional Cash Payment may be acquired at the election of the Manager, either from treasury or through the facilities of the TSX. Units purchased from treasury will be issued at a price equal to the lessor of the Weighted Average Price and the Net Asset Value per Unit at the relevant Distribution Date, and will be credited to the Plan Participant s account. Units purchased from the TSX will be acquired at prevailing market rates not exceeding 115% of the Weighted Average Price and will be credited to the Plan Participant s account. Plan Participants do not pay any costs associated with the Plan including the payment of brokerage commissions. Full investment of all funds is possible since fractional Units are also credited to the Plan Participant s account. Statements of account will be mailed to each Plan Participant in each calendar quarter. Reinvestment of Distributions will not relieve Plan Participants of any income tax applicable to such Distributions. If Unitholders do not participate, Distributions will continue to be paid to such Unitholders in the usual manner. All capitalized terms not defined in this Schedule A Distribution Reinvestment Plan, have those meanings as defined in Section 1.1 of the Reinvestment Plan Agency Agreement, amended and restated as of March 1, 2004.

2 2 Purpose The Plan allows eligible holders of Units to conveniently purchase Units by re-investing their Distributions. United States citizens or residents are not eligible to participate in the Plan. Participation Except as described below, a Unitholder is eligible to join the Plan at any time by completing an Enrolment Authorization Form and sending it to Computershare Trust Company of Canada or such successor administrator of the Plan as may be designated by the Trust. Beneficial owners of Units whose Units are not registered in their own names but are held in a specific segregated registered account such as a numbered account with an investment advisor, broker, bank or trust company, may participate in the Plan after having their Units transferred into their own names or alternatively, may direct the registered holder to enroll in the Plan on their behalf. Once a holder of Units has enrolled in the Plan, participation continues automatically unless terminated in accordance with the terms of the Plan. Under the terms of the Plan, the Plan Agent may reinvest Distributions on all of the Units registered in a particular name or manner for the acquisition of previously unissued Units from treasury, or at the discretion of the Manager, to acquire previously issued Units through the facilities of the TSX. A Unitholder shall become a Plan Participant in regard to the investment of Distributions as of the first distribution Record Date following receipt by the Plan Agent of a properly completed Enrolement Authorization Form. The Enrolment Authorization Form must be received by the Plan Agent, five Business Days prior to the relevant Record Date. If an Enrolment Authorization Form is received by the Plan Agent after this date, the Distribution will be paid to the Unitholder in the usual manner and participation in the Plan with regard to distribution reinvestment will commence with the next date of a Distribution (each, a Distribution Date ). Record Dates for Distributions on the Units may vary, however the Distribution Date is normally approximately 15 days after the corresponding Record Date. An Enrolment Authorization Form must be received by the Plan Agent at least 5 Business Days prior to Record Date, or in the case of a CDS Participant, receipt of a CDS enrolment election must be received at least 2 Business Days prior to Record Date. Units acquired outside of the Plan may not be registered exactly the same as holdings enrolled in the Plan and, therefore, may or may not be automatically enrolled in the Plan. Plan Participants purchasing Units outside of the Plan are advised to contact the Plan Agent to instruct whether or not these Units are to be enrolled in the Plan. The Trust reserves the right to deny eligibility to participate in the Plan to any investors who in the discretion of the Manager are acquiring Units solely for the purpose of exploiting the arbitrage opportunities of participation in the Plan. Method of Purchase Distributions payable on the Units registered in the Plan will be applied automatically on each Distribution Date to the purchase of additional Units. Additional Units will also be acquired with the Distributions from Units accumulated in the Plan Participant s account. A Plan Participant s account will be credited with the number of additional Units, including fractions computed to six decimal places, which is equal to the amount to be invested for such Plan Participant divided by the applicable purchase price. Full investment of funds under the Plan is possible because fractions of Units as well as whole Units are credited to a Plan Participant s account.

3 3 Additional Units issued pursuant to the Plan will be registered in the name of the Plan Agent, as trustee for the Plan Participants. If the Plan Agent ceases to act as the trustee under the Plan, another trustee will be designated by the Trust. Price of Plan Units Units purchased under the Plan will be purchased in accordance with the terms of the Plan and in accordance with information provided to the Plan Agent by the Manager. Units purchased under the Plan may be acquired, at the election of the Manager, either from treasury or through the facilities of the TSX and the Plan Agent shall seek and follow the written direction of the Manager in this regard. In the event that the Manager elects not to purchase, is unable to purchase or is restricted from purchasing Plan Units through the facilities of the TSX in respect of any Distribution Date, the Plan Agent shall use the Distribution attributable to Plan Participants to purchase Units from treasury at a price equal to the lessor of the Weighted Average Price and the Net Asset Value per Unit at the relevant Distribution Date. In the event that the Manager elects to purchase Units through the facilities of the TSX in respect of any Distribution Date, the Plan Agent may acquire Units at any time during the 20 Business Days next following the relevant Distribution Date. Such Units will be acquired at prevailing market rates not exceeding 115% of the Weighted Average Price. Additional Units may be purchased by Plan Participants under an Optional Cash Payment plan. Such Units will be purchased in accordance with the terms of the Plan and in accordance with the information provided to the Plan Agent by the Manager. Plan Participants may make Optional Cash Payments of up to $1,000, per Distribution Date, to purchase Units under the Optional Cash Payment plan. Payment of Units purchased under the Optional Cash Payment plan must be by certified cheque by the Plan Participant and shall be irrevocable. Units purchased by Plan Participants under the Optional Cash Payment plan may be acquired at the election of the Manager, either from treasury or through the facilities of the TSX and the Plan Agent shall seek and follow the written direction of the Manager in this regard. In the event that the Manager elects not purchase, is unable to purchase or is restricted from purchasing Units under the Optional Cash Payment plan through the facilities of the TSX in respect of any Distribution Date, the Plan Agent shall use the proceeds of Plan Participants directed for the Optional Cash Payment plan, to purchase Units from treasury at a price equal to the lessor of the Weighted Average Price and the Net Asset Value per Unit at the relevant Distribution Date. In the event that the Manager elects to purchase Units through the facilities of the the TSX in respect of any Distribution Date, the Plan Agent shall use the proceeds of the Plan Participant directed for the Optional Cash Payment plan to acquire Units at any time during the 20 Business Days next following the relevant Distribution Date. Such Units will be acquired at prevailing market rates not exceeding 115% of the Weighted Average Price. Costs There is no charge to participate for reinvesting Distributions. There will be no brokerage charges with respect to Units either issued directly from treasury or open market purchases. The Plan Agent s fees for handling the reinvestment of Distributions, and applicable brokerage charges, will be paid by the Trust.

4 4 Statement of Account The Plan Agent will maintain an account for each Plan Participant. A statement of account will be mailed by the Plan Agent to each Plan Participant approximately three weeks following the completion of each fiscal quarter of the Trust. This statement will set out the amount of the Distributions paid on the Plan Participant s Units for the relevant period, the total amount of any optional cash payments received from the Plan Participant during the period, the number of new Units purchased through the Plan for the period, the dates of these purchases, the applicable purchase price per Unit and the updated total number of Units being held for the Plan Participant. These statements are a Plan Participant s continuing record of the cost of purchases and should be kept for tax purposes. In addition, each Plan Participant will receive the appropriate information annually for reporting Distributions for tax purposes. Statements and reports, if any, with respect to purchases of Units under the Plan will be provided to CDS Participants by their investment dealer. These statements are a CDS Participant s continuing record of purchases of Units made for such Plan Participant s account under the Plan and should be retained for income tax purposes. The CDS Participant s investment dealer will also send annually to each CDS Participant certain tax forms for tax reporting purposes. The calculation and monitoring of each Plan Participant s adjusted cost base in Units for income tax purposes will be the responsibility of each Plan Participant as certain averaging rules may apply and such calculations may depend on the cost of other Units held by the Plan Participant. Trust Unit Certificates Generally, certificates for Units purchased through the Plan will be held for Plan Participants and reported on the statement of account. This service protects against loss, theft or destruction of Unit certificates. However, Plan Participants who require a Trust unit certificate but who do not wish to terminate participation in the Plan may obtain a certificate for any number of whole Units held in their account by written request to the Plan Agent. The cost of issuing such certificate shall be borne by the Trust. A certificate will not be issued for a fraction of a Unit. Plan accounts are maintained in the names in which certificates were registered with the Trust at the time the Plan Participant enrolled in the Plan. Consequently, certificates for whole Units withdrawn from the Plan will be registered in exactly the same manner when issued. Units being held for a Plan Participant may not be pledged, sold or otherwise disposed of by a Plan Participant. The Plan Participant who wishes to do so must request that a certificate for the required number of Units be issued before such action may be taken. Certificates will be issued to Plan Participants as soon as practicable after receipt by the Plan Agent of a Plan Participant s written request. Both the new certificated Units and the Units remaining in a Plan Participant s account will continue to receive cash distribution reinvestment treatment. Termination of Participation Participation in the Plan may be terminated by written notice to the Plan Agent, signed by the registered holder or his, her or its agent. If such notice is not signed by the registered holder, sufficient evidence of another s authority to act on behalf of the registered holder must be supplied. If notice of termination is not received by the Plan Agent at least three Business Days before a Record Date, settlement of the Plan Participant s account will not commence until after the investment has been completed in respect of that Record Date.

5 5 A termination will be processed as soon as practicable after receipt by the Plan Agent of a written request for termination. The Plan Agent does not sell Units or provide cash for any whole Unit held for Plan Participants. When a Plan Participant terminates participation in the Plan or when the Plan is terminated by the Trust, the Plan Participant will receive a certificate for the whole Units held in the Plan Participant s account, a cash payment for any fraction of a Unit and the return of any uninvested optional cash payments. The cash payment for any fraction of a Unit will be based on the current market price. Participation in the Plan will be terminated upon receipt by the Plan Agent of evidence of the death of a Plan Participant. In such case, a certificate for the whole Units in the Plan Participant s account will be issued in the name of the deceased Plan Participant along with cash payments for any fraction of a Unit in the account. After termination of participation in the Plan, all Distributions will be paid to the registered holder of the Units. CDS Participants may voluntarily terminate participation in the Plan by advising their investment dealer to do so. The investment dealer must then make appropriate arrangements with CDS (which may simply include not enrolling the Participant in the Plan for that distribution period) to ensure that a unitholder is no longer enrolled in the Plan. In such event, and provided that the investment dealer has also advised the Plan Agent of a CDS Participant s withdrawal from the Plan, a CDS Participant will receive a refund of any optional cash payments received from such Participant prior to such termination where such optional cash payments have not yet been invested in Units, and depending on the investment dealer, adjustments or payments may be made for fractional Units held in a CDS Participant s account. Disposition of Units Held in Certificate Form If a Plan Participant sells or transfers all of his, her or its Units held in certificate form that are enrolled in the Plan, the Plan Agent will continue to invest the Distribution of the Units being held for the Plan Participant until a notice of termination is received by the Plan Agent. Offerings If the Trust makes available to its holders of Units any rights to subscribe for additional Units or other securities, rights and certificates will be forwarded to Plan Participants in proportion to the number of whole Units being held for them. Such rights will not be made available for any fraction of a Unit held for a Plan Participant. Unit Distributions and Unit Splits Any Unit distribution (other than a Unit distribution paid as a result of participation in the Plan) and any Units resulting from a Unit split, will be credited to the Plan Participant s account based on the whole and fractional Units being held for the Plan Participant. Certificates for Units resulting from such a Unit Distribution or Unit split on Units held in certificate form by a Plan Participant will be mailed directly to the Plan Participant in the same manner as to holders of Units who are not participating in the Plan. Unit Voting Whole Units held for a Plan Participant s account under the Plan are voted in the same manner as Units held in certificate form, either by proxy or by participation in person. Units for which instructions are not received will not be voted. Responsibility of the Trust and the Plan Agents

6 6 Neither the Trust nor the Plan Agent shall be liable for any act undertaken or omitted in good faith, or have any duties, responsibilities or liabilities except as are expressly set forth in the Plan or are required by law. In particular, the Trust and the Plan Agent must comply with all applicable laws now or hereafter in force which may impose a duty to permit any properly authorized party to have access to and examine and make copies of any records relating to the Plan. Plan Participants should recognize that neither the Trust nor the Plan Agent can assure a profit or protect against a loss on Units purchased under the Plan. Amendment, Suspension or Termination of the Plan The Trust reserves the right to amend, suspend or terminate the Plan at any time, but such action shall have no retroactive effect which should prejudice the interests of the Plan Participants. Plan Participants will be sent written notice of any such amendment, modification, suspension or termination. If the Plan is terminated by the Trust, Plan Participants will receive a certificate for whole Units being held for them, a cash payment for any fraction of a Unit and the return of any uninvested cash payments. Notices All notices required to be given to a Plan Participant will be mailed to the Plan Participant at the most recent address shown on the records of the Trust. All communications to the Plan Agent and requests for forms or information regarding the Plan, should be directed to: Computershare Trust Company of Canada 100 University Avenue, 9 th Floor Toronto, Ontario M5J 2Y1 Attention: Dividend Reinvestment Department Telephone: Facsimile: (416) Use of Proceeds Proceeds received by the Trust from the issuance of new Units under the Plan will be used for general Trust purposes. Effective Date The effective date of this Plan was July 24, 1997.