Somerset Fund Buys Compass Productions Business

On December 13, 2005, Somerset Entertainment Income Fundcompleted the indirect acquisition of the music production and distribution business of Minneapolis-based Compass Productions, Inc. for a purchase price of up to approximately US$50 million. The acquisition solidifies Somerset's market position by combining North America's two leading producers and distributors
of specialty music sold through
non-traditional retailers using interactive displays.

The transaction was funded in part from the proceeds of a $32,550,000 public offering of units through a syndicate of underwriters led by BMO Nesbitt Burns, RBC Capital Markets and TD Securities, and from the proceeds of a $42 million credit facility entered into with TD Bank and Bank of Montreal.

Somerset Entertainment was represented by Goodmans LLP in connection with the M&A transaction, the public offering and the lending transaction. The Goodmans team included Tim Heeney, Michael Partridge, Jonathan Feldman, Brian Wise and Hooman Tabesh (corporate/securities), Carrie Smit and David Veneziano (tax) and Jeffrey Citron and Rosella Santilli. Goodwin Procter LLP acted as US counsel to Somerset Entertainment with a team that included Laura Hodges Taylor and Jim Kelly (corporate/securities), Mark Kirshenbaum (tax) and Edward Matson Sibble (leveraged finance).

Compass Productions was represented by Barry Clegg and Pat Shriver of Rider Bennett, LLP in Minneapolis.

The underwriters for the public offering were represented by Stikeman Elliott LLP with a team that included Jeffrey Singer, David Weinberger and William Van Horne (corporate/securities) and John Lorito (tax).

The banks were represented by Fasken Martineau DuMoulin LLP with a team led by Jon Holmstrom (banking and finance) that included Kathleen Hanly (tax) and David Johnson (banking and finance). Kaye Scholer LLP acted as US counsel to the bank with a team that included Victoria Gilbert (banking).