The Goldman Sachs Group, Inc. - Early Warning Report and Press Release Filed under National Instrument 62-103



    TORONTO, Oct. 10 /CNW/ -

    
    1.  Name and address of the offeror

    The Goldman Sachs Group, Inc.    Goldman, Sachs & Co. ("GS & Co."),
    ("GS Group"), 85 Broad Street,   85 Broad Street,
    New York, NY, 10004              New York, NY, 10004

    GS Group and GS & Co. are hereinafter referred to collectively as the
    "Offeror".

    2.  The designation and number or principal amount of securities and the
    offeror's securityholding percentage in the class of securities of
    which the offeror acquired ownership or control in the transaction or
    occurrence giving rise to the obligation to file the news release, and
    whether it was ownership or control that was acquired in those
    circumstances.

    On October 8th and 9th, 2008 (the "Closing Date") the Offeror acquired
    beneficial ownership and control of 193,600 units  (the "Acquired
    Shares") of SCITI Total Return Trust  (the "Company"). The Acquired
    Shares represent approximately 3.3% of the issued and outstanding units
    of the Company.

    3.  The designation and number or principal amount of securities and the
    offeror's security holding percentage in the class of securities
    immediately after the transaction or occurrence giving rise to the
    obligation to file a news release.

    After giving effect to the acquisition noted in item 2 above, the Offeror
    owned and controlled 639,200 units in the capital of the Company
    representing approximately 10.99% of the issued and outstanding units of
    the Company.

    4.  The designation and number or principal amount of securities and the
    percentage of outstanding securities of the class of securities referred
    to in paragraph 3 over which:

      (i)   the offeror, either alone or together with joint actors, has
            ownership and control,

            After giving effect to the acquisition noted in item 2 above, the
            Offeror owned and controlled 639,200 units in the capital of the
            Company representing approximately 10.99% of the issued and
            outstanding units of the Company.

      (ii)  the offeror, either alone or together with joint actors, has
            ownership but control is held by other persons or companies other
            than the offeror or any joint actor.

            Not applicable.

      (iii) the offeror, either alone or together with joint actors, has
            exclusive or shared control but does not have ownership.

            Not applicable.

    5.  The name of the market in which the transaction or occurrence that
    gave rise to the news release took place.

    Toronto Stock Exchange ("TSX").

    6.  The value, in Canadian dollars, of any consideration offered per
    security if the offeror acquired ownership of a security in the
    transaction or occurrence giving rise to the obligation to file a news
    release.

    The Acquired Shares were purchased on the TSX at a price of $6.57 per
    unit.

    7.  The purpose of the offeror and any joint actors in effecting the
    transaction or occurrence that gave rise to the news release, including
    any future intention to acquire ownership of, or control over, additional
    securities of the reporting issuer.

    The Acquired Shares were acquired in the ordinary course of the Offeror's
    investment activities. Subject to compliance with applicable securities
    laws in respect of resale of the Acquired Shares, the Offeror may
    purchase or sell securities of the Company in the future on the open
    market or in private transactions, depending on market conditions and
    other factors material to the Offeror's investment decisions.

    8.  The general nature and the material terms of any agreement, other
    than lending arrangements, with respect to securities of the reporting
    issuer, entered into by the offeror, or any joint actor, and the issuer
    of the securities or any other entity in connection with the transaction
    or occurrence giving rise to the news release, including agreements with
    respect to the acquisition, holding, disposition or voting of any
    securities.

    Not applicable.

    9.  The names of any joint actors in connection with the disclosure
    required by this form.

    The securities being reported on by GS Group, as a parent holding
    company, are owned, or may be deemed to be beneficially owned, by GS &
    Co.  GS & Co. is a direct and indirect wholly-owned subsidiary of GS
    Group.

    In accordance with Section 5.1 of National Instrument 62-103 (the
    "National Instrument"), this filing reflects the securities beneficially
    owned or controlled by certain business units of GS Group and its
    subsidiaries and affiliates which include business units engaged in
    principal investing activities, managing discretionary accounts and
    customer facilitation trading (collectively, the "Goldman Sachs Reporting
    Unit"). This filing does not reflect securities, if any, beneficially
    owned or controlled by any business units of GS Group whose beneficial
    ownership of or control over securities is disaggregated from that of the
    Goldman Sachs Reporting Unit in accordance with the National Instrument.

    The Goldman Sachs Reporting Unit disclaims beneficial ownership of the
    securities beneficially owned by (i) any client accounts with respect to
    which the Goldman Sachs Reporting Unit or its employees have voting or
    investment discretion, or both and (ii) certain investment entities of
    which the Goldman Sachs Reporting Unit acts as the general partner,
    managing general partner or other manager, to the extent interests in
    such entities are held by persons other than the Goldman Sachs Reporting
    Unit.

    10. In the case of a transaction or occurrence that did not take place on
    a stock exchange or other market that represents a published market for
    the securities, including an issuance from treasury, the nature and value
    in Canadian dollars of the consideration paid by the offeror.

    Not applicable.

    11. If applicable, a description of any change in any material fact set
    out in a previous report by the entity under the early warning
    requirements or Part 4 in respect of the reporting issuer's securities.

    Not applicable.

    12.  If applicable, a description of the exemption from securities
    legislation being relied on by the offeror and the facts supporting that
    reliance.

    Not applicable.

    DATED October 10, 2008.
    




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THE GOLDMAN SACHS GROUP, INC.

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