Citadel Group of Funds Files Circular Related to Reorganization Proposal



    
    Board of Directors Unanimously Recommends Unitholders Vote the BLUE Proxy
    FOR the Reorganization Proposal
    

    TORONTO, Sept. 3 /CNW/ - Citadel Group of Funds (the "Funds") announced
today that it has filed on SEDAR and mailed to unitholders its joint
management information circular. The information circular contains important
information with respect to the Funds' proposed reorganization plan
("Reorganization Proposal") which will be considered at special meetings of
unitholders to be held on September 30, 2009.
    These special meetings are for the following Citadel funds: Citadel
Premium Income Fund, Citadel S-1 Income Trust Fund, Citadel Stable S-1 Income
Fund, Citadel Diversified Investment Trust, Series S-1 Income Fund, Equal
Weight Plus Fund, Citadel SMaRT Fund and Citadel HYTES Fund. At these
meetings, unitholders will be asked to consider and approve the Reorganization
Proposal that includes the merger of these eight funds with the Crown Hill
Fund, into a continuing fund. This continuing fund is to be renamed the
Citadel Income Fund.
    "We strongly urge that unitholders support the Reorganization Proposal
which has been unanimously approved by the board as well as recommended by the
Independent Review Committee," said Mr. Wayne Pushka, President of Citadel
Fund Administrator. "We believe the Reorganization Proposal will significantly
increase long-term value creation for unitholders."

    
    The benefits of the Reorganization Proposal include:

    -   A new investment manager, Jarislowky, Fraser Limited. Jarislowsky,
        Fraser is one of Canada's pre-eminent money managers. In addition to
        being Canada's largest independent money manager, with over $40
        billion in assets under management, it is also considered to be one
        of Canada's leading authorities on matters of shareholder rights and
        corporate governance. Its reputation is unparalleled and it has the
        breadth and depth of qualifications necessary to manage a broadly
        diversified, conservative, income oriented portfolio.

    -   A broader investment mandate. The new investment strategy will
        include a broad range of income producing securities and reduce
        reliance on the shrinking universe of income trust investments.

    -   Continued high level of distributions. The continuing fund intends to
        pay a high level of monthly distributions. The annual distribution is
        currently set at approximately 8.5% of NAV per year and this is not
        expected to change for the remainder of 2009.

    -   Greater liquidity. Following the merger, the continuing fund is
        expected to have a significantly larger market capitalization. This
        should result in improved trading and liquidity for the units of the
        continuing fund, which will continue to be listed on the Toronto
        Stock Exchange.

    -   Redemptions. A number of the Citadel funds do not currently permit
        unitholders to redeem their units. Nonetheless, if the Reorganization
        Proposal is approved at the meetings, unitholders who do not wish to
        hold units in the continuing fund will be able to redeem their units
        following the meeting. In addition, unitholders will have a
        redemption right in 2010 and a limited annual redemption right in
        subsequent years.
    

    Based on the recommendation of the Independent Review Committee ("IRC"),
the board of directors of the Citadel Fund Administrator unanimously
recommends unitholders vote their BLUE proxy FOR the Reorganization Proposal.
The Citadel IRC concluded that the Reorganization Proposal, if approved, would
achieve a fair and reasonable result for the unitholder of each of the Citadel
funds. Scotia Capital Inc., the financial advisor who provided its fairness
opinion to the IRC, has also provided an opinion that the Reorganization
Proposal is fair, from a financial point of view.

    Board Recommends Rejection of the Hostile Proposal

    A Hostile Proposal is also being considered at the special meetings of
certain of the Citadel funds, seeking unitholder support for a new
administrator and investment manager. The independent board of directors of
the Citadel Fund Administrator unanimously recommends unitholders of the
affected funds vote AGAINST the Hostile Proposal.
    Unitholders are encouraged to visit the corporate website,
www.citadelfunds.com, for more information leading up to the special meetings.
Further detailed information on the Reorganization and its merits is also
contained in the joint management information circular.

    
               Voting Instructions for Beneficial Unitholders
               ----------------------------------------------
    

    If your units are held in a brokerage account a BLUE proxy has been
mailed to you. Please only vote the BLUE proxy as follows:
    Canadian Unitholders: Visit www.proxyvote.com and enter your 12 digit
control number or call 1-800-474-7493 or fax your BLUE proxy to (905) 507-7793
or toll free at 1-866-623-5305 in order to ensure that it is received before
the deadline.
    U.S. Unitholders: Visit www.proxyvote.com and enter your 12 digit control
number or call 1-800-454-8683.
    Time is of the essence - Unitholders can vote by telephone or via the
internet, fax or mail and please ensure that you sign and date the proxy.

    
    PROXIES MUST BE RECEIVED BY MONDAY, SEPTEMBER 28, 2009, AT 9:00 A.M.
                               (TORONTO TIME).

    If you have any questions on voting your proxy, please contact Kingsdale
Shareholder Services Inc. at:

    Telephone Toll Free: 1-888-518-6828
    Local Fax: 416-867-2271
    Toll Free Fax: 1-866-545-5580
    Outside North America Call Collect: 1-416-867-2272
    Email: contactus@kingsdaleshareholder.com
    

    This release contains forward-looking statements. These statements are
based on certain factors and assumptions including, results of operations,
performance and effective income tax rates. While the Funds and Citadel Fund
Administrator consider these factors and assumptions to be reasonable based on
information currently available, they may prove to be incorrect. Several
factors could cause actual results to differ materially from those in the
forward-looking statements, including, but not limited to: the timing of and
the ability to carry out the Reorganization, including the mergers and
fluctuations in the net asset value. Forward-looking statements are given only
as at the date of this release and the Funds and Citadel Fund Administrator
disclaims any obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or otherwise, except as
required by applicable law.

    %SEDAR: 00008062E




For further information:

For further information: Media Contact: Janet Craig, Kingsdale
Communications Inc., (416) 867-2315, jac@kingsdalecommunications.com

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CITADEL GROUP OF FUNDS

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