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C.A. Bancorp Inc. (TSX: BKP) Announces Filing and Mailing of Sentry Select Total Strategy Fund (TSX: TSF.UN) Information Circular for Upcoming Special Meeting
2008-04-22

TORONTO: C.A. Bancorp Inc. (“C.A. Bancorp” or the “Manager”) as manager of Sentry Select Total Strategy Fund (“Total Strategy” or the “Fund”) announces that it has commenced the mailing of the notice of special meeting, information circular and related materials in respect of the special meeting (the “Meeting”) of Total Strategy unitholders to be held on May 20, 2008. The Meeting is being held to consider and vote on certain matters relating to the future of the Fund.

Following a large redemption of the Fund’s units in February of this year, the Fund’s unitholders are being asked to consider, and if deemed appropriate, approve certain amendments to the Fund’s trust agreement. The Manager believes that it is in unitholders’ best interest to approve these changes. They are:

  • Removal of the Annual Redemption Feature; and
  • Permitting the Fund to issue Units pursuant to offerings of rights, warrants or options to existing Unitholders at a price that may be below net asset value (“NAV”).

The proposed amendments are described in detail in the information circular being mailed to unitholders. These amendments represent two out of the three proposed changes outlined by the Manager in its February 28, 2008 press release. The Manager has decided to withdraw a third proposal which was to shift the overall investment mandate of the Fund from a primary focus on public securities and a secondary focus on private equity, to a primary focus on private equity and a secondary focus on public securities. This proposal, which would have been effected through the removal of the current investment restriction that provides that no more than 25% of the Fund’s total assets can be invested in private investments, was not put forth based on feedback received by the Manager from unitholders since the February 28, 2008 press release.

In order to take effect, the trust agreement amendments require approval of two-thirds of the votes cast in person or by proxy at the Meeting.

In addition to the vote on the trust agreement amendments, the Manager, based on feedback received from unitholders, is also putting to vote a resolution to terminate the Fund. The resolution to terminate the Fund will only be considered if the trust agreement amendments are not approved by unitholders.

In order to take effect, the termination proposal requires approval of more than 50% of the votes cast in person or by proxy at the Meeting.

If the requisite number of units are not voted in favour of either the trust agreement amendments or the termination of the Fund, the Manager will continue to manage the Fund in its current form.

The Manager believes that a failure to pass the resolution regarding the proposed trust agreement amendments presents certain risks to the liquidity of the Fund’s units that should be carefully considered by unitholders before voting. Unitholders are highly encouraged to carefully read the information circular and in particular the section entitled “The Future of the Fund”.

As previously announced, the C.A. Bancorp board has fixed March 24, 2008 as the record date for the determination of unitholders entitled to receive notice of and vote at the Meeting. A copy of the information circular and related materials was filed yesterday with the Canadian securities regulatory authorities and copies are available on SEDAR and on C.A. Bancorp’s website at www.cabancorp.com.

C.A. Bancorp Inc.: C.A. Bancorp is a publicly traded Canadian merchant bank and alternative asset manager that provides investors with access to a range of private equity and other alternative asset class investment opportunities. C.A. Bancorp is focused on investments in small- and middle-capitalization public and private companies, with emphasis on the industrials, real estate, infrastructure and financial services sectors.

Sentry Select Total Strategy Fund: Total Strategy is a publicly traded closed-end fund which provides investors with an opportunity to benefit from Sentry Select Capital Corp.’s extensive management expertise across various investment strategies and C.A. Bancorp’s experience with private equity investments. C.A. Bancorp is the manager of the Fund.

Trading information: The Fund’s units trade on the TSX under the symbol: TSF.UN

More information: Paolo De Luca, Chief Financial OfficerTel: 1-866-388-5985 Fax: 416-861-8166  info@cabancorp.com

Certain statements included in this news release constitute forward looking statements, including those identified by the expressions ‘‘expect’’, ‘‘believe’’, ‘‘intend’’, “will” and similar expressions. The forward looking statements are not historical facts but reflect C.A. Bancorp and Total Strategy’s current expectations regarding future results or events. These forward looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations including, but not limited to, the timing and outcome of the Meeting. Readers are cautioned not to place undue reliance on forward-looking information. C.A. Bancorp and Total Strategy undertake no obligation to update publicly or otherwise revise any forward-looking statement or information whether as a result of new information, future events or other such factors which affect this information, except as required by law.


Documents (including press releases) regarding the various investment funds that are managed or advised by Sentry are provided for information purposes only and cannot be relied on to be complete, exhaustive or error-free unless the complete set of documents for any given investment fund with respect to which information is being sought is reviewed and then only on SEDAR (www.sedar.com).