Northwater Market-Neutral Trust - Preliminary Net Asset Value January 31,
2010 and update on status of wind-up

TORONTO, Feb. 3 /CNW/ - The Northwater Market-Neutral Trust (the "Trust") announced today that the projected net asset value of the Trust per unit as at January 31, 2010 is $2.17. This net asset value reflects the second termination distribution of $1.54 per unit previously declared to unitholders of record on January 27, 2010.

The return of the Trust for the month of January is estimated at 0.11%. The rolling 12-month return for the Trust is approximately -1.83%. The Trust relies on estimates provided by administrators and/or managers of each of the Trust's underlying hedge funds. The estimates received by the Trust from such administrators and/or managers of the Trust's underlying hedge funds may differ from the final reported monthly returns of such underlying hedge funds.

The Trust will firm up its net asset value per unit and the return of the Trust for the month as reports from administrators and managers are updated. The final net asset value per unit and the final return of the Trust will be provided to investors once they are available. It is possible that the final net asset value per unit and the final return of the Trust for the month may differ from the preliminary estimates provided herein.

    
    Update on Status of Wind-up
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The Trust today is also providing investors with a further update regarding the Trust's expectations in its ongoing efforts to liquidate the remaining assets of the Trust as soon as reasonably practicable after the scheduled termination date of the Trust that was scheduled to occur on December 31, 2009 (the "Termination Date").

As announced previously, market conditions have caused all of the remaining hedge funds held by the Trust to invoke various restrictions on redemptions including, without limitation, restricting redemptions to a limited percentage of the aggregate net asset value of such underlying hedge funds, the temporary suspension of redemptions altogether, or the commencement of a controlled liquidation and wind-up of the underlying hedge fund's business. This has prevented the Trust from being able to proceed with the distribution of the remaining assets of the Trust to unitholders and has forced the Trust to continue to exist beyond the Termination Date.

The Manager continues to actively seek alternative means of affecting the monetization of the underlying hedge fund portfolio of the Trust in an effort to distribute the proceeds to - 2 - unitholders as soon as 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 transactions may materially differ from the net asset values and estimates received from administrators or managers of the Trust's underlying hedge funds.

The elimination of the currency hedging program at year end has allowed the Trust to release cash that was previously required to be reserved for the purposes of settling the Trust's obligations under the currency hedging program. Going forward, as cash accumulates within the Trust, distributable cash will be distributed to unitholders on a prorata basis as soon as reasonably practicable until all of the remaining assets of the Trust have been fully paid out and the Trust will be terminated.

As previously announced by the Manager, the Toronto Stock Exchange ("TSX") delisted units of the Trust and the Trust ceased trading on the TSX effective as of December 31, 2009. Regardless of the delisting of units of the Trust on December 31, 2009, the Trust will continue to exist and unitholders will have a right to the return of their pro rata share of the assets of the Trust as such assets are liquidated and cash becomes available for distribution to unitholders.

SOURCE Northwater 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 Market-Neutral Trust

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