Northwater Five-Year Market-Neutral Trust - Final Net Asset Value - November
30, 2009

TORONTO, Dec. 18 /CNW/ - The Northwater Five-Year Market-Neutral Trust (the "Trust") announced today that the net asset value of the Trust per unit as at November 30, 2009 is $5.16. The net asset value per unit is net of the second termination distribution of $1.63 per unit previously paid to unitholders on November 26, 2009. The return of the Trust for the month of November is -2.77%. The rolling 12-month return for the Trust is -13.15%.

The Trust is required to distribute all of its net income and realized capital gains, so that the Trust will not be liable to pay income tax under Part I of the Income Tax Act. The Trust cannot, therefore, finalize the amount of the distribution declared until all of its net income and realized capital gains for 2009, if any, have been ascertained. It is not currently anticipated that any such special distribution will be required for 2009. However, if such a special distribution is required to be made after the Trust's net income and realized capital gains for 2009 have been ascertained, the special distribution would be expected to be paid on January 29, 2010.

The final character of the distribution for tax purposes and the amount will be determined in accordance with the agreement establishing the Trust and in accordance with the Income Tax Act (Canada). The Trust will finalize the amount of the distribution after its results have been determined for the year ending December 31, 2009.

As announced previously, the Trust has had direct exposure to the fund of hedge funds held in Northwater Five-Year Market-Neutral Fund Limited from June 30, 2009. These funds are denominated primarily in US dollars. In November 2009, the US dollar depreciated against the Canadian dollar by 2.13%.

The Fund relies on estimates provided by administrators or managers of each of the Fund's underlying hedge funds. Occasionally, these estimates may be revised and the Fund will be required to capture these revisions in subsequent net asset value calculations. The net asset value of the Fund is also affected by the finalization of the net asset value by the administrators of the underlying hedge funds. Ultimately, the net asset value of the Fund impacts the reported net asset value of the Trust and, accordingly, the Trust indirectly relies on the estimates provided by administrators or managers of each of the Fund's underlying hedge funds.

The Manager continues to actively seek to monetize the underlying hedge fund portfolio and distribute the proceeds to unitholders as quickly as is practicable. In the event that the Manager pursues an alternative means of monetizing the underlying hedge fund portfolio, it is likely that the value achieved through such alternative monetization of the underlying hedge fund portfolio may differ substantially from the net asset values and estimates received from administrators or managers of the Fund's underlying hedge funds.

Northwater Fund Management Inc., in its capacity as manager of the Trust, previously advised unitholders that the Trust lost its "qualified investment" status for registered accounts with effect from June 30, 2009. Also, as previously advised, the Trust was delisted from the Toronto Stock Exchange effective September 30th, 2009. The Trust has provided investors with periodic updates on the Net Asset Values and the status of the termination of the Trust. Investors are advised to refer to the press releases containing these updates.

SOURCE NORTHWATER FIVE-YEAR MARKET-NEUTRAL TRUST

For further information: For further information: Dan Mills at Northwater Capital Management Inc. at (416) 360-2101

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NORTHWATER FIVE-YEAR MARKET-NEUTRAL TRUST

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