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                             CONFIDENTIAL OFFERING MEMORANDUM
This Offering Memorandum constitutes an offering of these securities only in those jurisdictions where they may be
lawfully offered for sale and therein only by persons permitted to sell such securities and to those persons to whom
they may be lawfully offered for sale. No securities commission or similar regulatory authority in Canada has
reviewed this Offering Memorandum or has in any way passed upon the merits of the securities offered
hereunder and any representation to the contrary is an offence. No prospectus has been filed with any such
authority in connection with the securities offered hereby. This Offering Memorandum is confidential and is
provided to specific prospective investors for the purpose of assisting them and their professional advisers in
evaluating the securities offered hereby and is not to be construed as a prospectus or advertisement or a public
offering of these securities.

Continuous Offering                                                                            August 16, 2010

                                     Sentry Market Neutral L.P.
                                           Limited Partnership Units

Sentry Market Neutral L.P. (the "Partnership") is an Ontario limited partnership formed to invest in
securities. The investment objective of the Partnership is to provide maximum capital return while
seeking to limit exposure to equity market movements.

The Partnership was formed on September 15, 2004 and will continue until it is dissolved. Sentry Market
Neutral GP Ltd. (the "General Partner") is the general partner of the Partnership. The Partnership is a
related issuer of Sentry Select Investments Inc. (the "Investment Manager"), the investment
manager of the Partnership and an affiliate of the General Partner. The Investment Manager will
earn fees from the Partnership. See "Conflicts of Interest". Purchasers of Units (as defined below) become
Limited Partners (as defined herein) of the Partnership and will be bound by the terms of the Limited
Partnership Agreement (as defined herein) governing the Partnership.

          _______________________________________________________________________

                    SUBSCRIPTION PRICE: NET ASSET VALUE PER UNIT
                       MINIMUM INITIAL INVESTMENT: $150,000 OR
                           $25,000 FOR ACCREDITED INVESTORS
          _______________________________________________________________________

Units offered hereby will be issued in three different classes: Class A Units, Class F Units and Class T
Units.

An unlimited number of limited partnership units of the Partnership (the "Units") are being offered
hereby. The Units are being distributed to investors resident in all provinces and territories of Canada,
pursuant to available prospectus exemptions under applicable securities laws. Subscriptions may be
accepted on the last business day (as defined herein) of each month or on such other date as the General
Partner may approve from time to time. Units of each class will be issued in series at their net asset value
per Unit at the time of subscription. On the first closing after a consolidation of a class of Units, the
General Partner will fix an opening net asset value per Unit of $100. Units may be redeemed on a
monthly basis on the last business day of each month, subject to a three month hold period for the Class A
Units and Class F Units, upon not less than 30 days' prior written notice. This offering is not subject to


Confidential Offering Memorandum                                                                       Investors’ Copy
Sentry Market Neutral L.P.                                                                             August 16, 2010
                                                   -2-

any minimum aggregate subscription level, and therefore any funds invested are available to the
Partnership and need not be refunded to the subscriber.

These securities are speculative. A subscription for Units should be considered only by persons
financially able to maintain their investment and who can bear the risk of loss associated with an
investment in the Partnership. See "Risk Factors".

There is no market through which the Units may be sold and none is expected to develop. The Units
are also subject to resale restrictions under the Partnership’s Limited Partnership Agreement and
applicable securities legislation. Persons who receive this Offering Memorandum must inform
themselves of, and observe, all applicable restrictions with respect to the acquisition or disposition
of Units under applicable securities laws. Redemptions of Class A, Class F and Class T Units may
be suspended and/or redemption proceeds may be paid in kind or partly in kind without prior
notice to Limited Partners in the event there is insufficient liquidity in the Partnership. There are
certain additional risk factors associated with investing in the Units. Prospective investors should
consult their own professional advisers to assess the income tax, legal and other aspects of the investment
prior to investing. Please see "Risk Factors" and "Transfer or Resale".

The securities offered hereby are offered exclusively by the Partnership on a private placement basis in
reliance upon exemptions from the prospectus requirements of applicable securities laws. Prospective
investors must be "accredited investors" as defined under applicable securities laws unless another
exemption from the prospectus requirements can be relied upon. No person is authorized to give away
any information or to make any representation not contained in this Offering Memorandum and any
information or representation, other than those contained in this Offering Memorandum, must not be
relied upon. This Offering Memorandum is a confidential document furnished solely for the use of
prospective investors who, by acceptance hereof, agree that they shall not transmit, reproduce or make
available this Offering Memorandum or any information contained in it.

Subscribers are urged to consult with an independent legal adviser and to carefully review the
Limited Partnership Agreement attached hereto prior to signing the accompanying subscription
form for the Units.




Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                              TABLE OF CONTENTS

SUMMARY ................................................................................................................................................. 4

GLOSSARY .............................................................................................................................................. 10

THE PARTNERSHIP .............................................................................................................................. 12

THE GENERAL PARTNER ................................................................................................................... 12

THE INVESTMENT MANAGER .......................................................................................................... 13

INVESTMENT OBJECTIVE, STRATEGIES AND RESTRICTIONS ............................................. 18

THE LIMITED PARTNERSHIP AGREEMENT................................................................................. 24

DETAILS OF THE OFFERING ............................................................................................................. 27

WHO MAY INVEST................................................................................................................................ 28

SUBSCRIPTION PROCEDURE ............................................................................................................ 29

ADDITIONAL SUBSCRIPTIONS ......................................................................................................... 30

DISTRIBUTIONS AND COMPUTATION AND ALLOCATION OF NET PROFITS OR LOSSES
.................................................................................................................................................................... 30

REDEMPTION OF UNITS ..................................................................................................................... 31

TRANSFER OR RESALE ....................................................................................................................... 32

FINANCIAL DISCLOSURE ................................................................................................................... 32

LIABILITY OF LIMITED PARTNERS................................................................................................ 33

CANADIAN INCOME TAX CONSIDERATIONS AND CONSEQUENCES................................... 33

RISK FACTORS....................................................................................................................................... 33

CONFLICTS OF INTEREST ................................................................................................................. 43

PROCEEDS OF CRIME (MONEY LAUNDERING) LEGISLATION ............................................. 46

PURCHASERS' STATUTORY RIGHTS OF ACTION....................................................................... 46




Confidential Offering Memorandum                                                                                                                    Investors’ Copy
Sentry Market Neutral L.P.                                                                                                                          August 16, 2010
                                               SUMMARY

This summary is qualified by the more detailed information appearing elsewhere in this Offering
Memorandum and in the Limited Partnership Agreement. Capitalized terms used but not defined in this
summary are defined elsewhere in this Offering Memorandum.

The Partnership:                   Sentry Market Neutral L.P. (the "Partnership") is a limited
                                   partnership formed and organized under the laws of the Province of
                                   Ontario. A continuous offering will be made of limited partnership
                                   units of the Partnership ("Units") in three separate classes: Class A
                                   Units, Class F Units and Class T Units.
General Partner:                   Sentry Market Neutral GP Ltd. (the "General Partner") is a
                                   corporation incorporated under the laws of the Province of Ontario.
                                   The General Partner was instrumental in the formation of the
                                   Partnership and is responsible for approving and monitoring the
                                   Partnership’s various service providers, including the Investment
                                   Manager. See "The General Partner".
Investment Manager:                Sentry Select Investments Inc. (the "Investment Manager") is a
                                   corporation incorporated under the laws of the Province of Ontario.

                                   The General Partner has engaged the Investment Manager to direct the
                                   affairs of the Partnership and to provide day-to-day management
                                   services to the Partnership, management of the Partnership’s portfolio
                                   on a discretionary basis and distribution of the Units of the
                                   Partnership.
                                   See "The Investment Manager".
Investment Objective and           The investment objective of the Partnership is to provide maximum
Strategies:                        capital return while seeking to limit exposure to equity market
                                   movements. The Partnership intends to achieve its investment
                                   objective by investing in global (with a North American bias) listed
                                   and unlisted equity and debt securities within a full range of market
                                   capitalizations.
                                   It is anticipated that the Partnership will invest principally in long and
                                   short positions in publicly traded, liquid equity securities of small, mid
                                   and large capitalization issuers, together with cash, and, where
                                   appropriate, money market instruments.
                                   See "Investment Objective, Strategies and Restrictions".




Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                   -5-

The Issue:                         Three classes of Units are currently being offered: Class A Units,
                                   Class F Units and Class T Units. Class A Units will generally be
                                   issued to investors who meet the minimum investment criteria and
                                   who purchase their Units through an independent registered dealer.
                                   Independent registered dealers will be paid a trailing commission by
                                   the Investment Manager for Class A Unit sales. Class F Units, which
                                   are not subject to a service fee, will generally be issued to investors
                                   who meet the minimum investment criteria and who purchase their
                                   Units directly from the Investment Manager or through an
                                   independent registered dealer. Independent registered dealers will not
                                   be paid a trailing commission by the Investment Manager for Class F
                                   Unit sales. Class T Units will generally be issued only to RRSP-
                                   eligible investment funds managed by the Investment Manager and
                                   will not be subject to a management fee, service fee or performance
                                   fee, will not be subject to any redemption fees or deductions and will
                                   not be subject to any minimum hold period. See "The Investment
                                   Manager", "The Limited Partnership Agreement – Units" and "Details
                                   of the Offering".
Investing in the Partnership:      Each Unit represents an undivided interest in the Partnership. See
                                   "The Limited Partnership Agreement – The Units".

                                   Units may be purchased as at the close of business on the last business
                                   day of each month or on such other date as the General Partner may
                                   approve from time to time (a "Valuation Date"), if a duly completed
                                   subscription form is received by the Investment Manager or the
                                   Partnership’s administrator no later than 4:00 p.m. (Toronto time) on
                                   such Valuation Date and the required payment and all necessary
                                   documents are received by the Investment Manager or the
                                   Partnership’s administrator within three business days after the
                                   Valuation Date. Units will be issued at their net asset value per Unit
                                   at the time of subscription. On the first closing after a consolidation
                                   of a class of Units, the General Partner will fix an opening net asset
                                   value per Unit of $100. Units are sold through the Investment
                                   Manager or other appropriately registered dealers.
Eligibility:                       The Units are being offered on a continuous basis pursuant to
                                   available prospectus exemptions in all provinces and territories of
                                   Canada to investors who purchase Units as principal (within the
                                   meaning of applicable securities legislation) and (a) are accredited
                                   investors under applicable securities legislation, (b) invest a minimum
                                   of $150,000 in the Partnership (however this exemption will not be
                                   available in Alberta), or (c) to whom Units may otherwise be sold in
                                   accordance with applicable law.

                                   Units will not be offered to, nor will subscriptions for Units be
                                   accepted from "non-residents", "tax shelters", "tax shelter
                                   investments", any entities an interest in which is a "tax shelter
                                   investment", any entities in which a "tax shelter investment" has an
                                   interest, or partnerships other than "Canadian partnerships", each
                                   within the meaning of the Income Tax Act (Canada) (the "Tax Act").

Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                    -6-

Subscription Minimum:              As at the date of this Offering Memorandum, the minimum initial
                                   subscription amount is $150,000, but may be reduced to $25,000 for
                                   accredited investors (or to such lesser amount as may be accepted by
                                   the General Partner). These minimum amounts are net of any sales
                                   commissions paid by a subscriber to their registered dealer. See
                                   "Details of the Offering".
Additional Subscriptions:          After the required initial minimum investment in the Partnership,
                                   Limited Partners may make additional investments in the Partnership
                                   of not less than $5,000 per subscription, provided that, at the time of
                                   the subscription for additional Units, the Limited Partner is an
                                   accredited investor or previously invested in and continues to hold
                                   Units having an aggregate initial acquisition cost or current net asset
                                   value of at least $150,000. The General Partner may, in its sole
                                   discretion, at any time and from time to time, permit additional
                                   investments of lesser amounts. At the time of making each additional
                                   investment in the Partnership, each investor will be deemed to have
                                   repeated the covenants and representations contained in the
                                   subscription form delivered by the investor at the time of the initial
                                   subscription unless a new subscription form is signed and delivered.
                                   See "Additional Subscriptions".
Management Fee:                    The Partnership will pay the Investment Manager a monthly
                                   management fee equal to 1/12 of 1% of the aggregate net asset value
                                   of the Class A Units and Class F Units calculated and payable
                                   monthly based on the net asset value of such Units as at the last
                                   Valuation Date in each month. No management fee will be payable
                                   by the Partnership to the Investment Manager in respect of Class T
                                   Units. Management fees payable by the Partnership are subject to
                                   HST, plus any other applicable taxes from time to time, and will be
                                   deducted as an expense of the Partnership in the calculation of the net
                                   asset value of the applicable classes of Units.
Service Fee:                       The Partnership will also pay the Investment Manager a monthly
                                   service fee equal to 1/12 of 1% of the aggregate net asset value of the
                                   Class A Units calculated and payable monthly based on the net asset
                                   value of such Units as at the last Valuation Date in each month.
                                   Subject to applicable law, the Investment Manager will pay the service
                                   fee that it receives from the Partnership, as trailing commission to
                                   registered dealers who participate in the sale of Class A Units.
                                   Payment for service fees are calculated monthly and paid either
                                   monthly or quarterly, in arrears, at the option of the dealer. Service
                                   fees payable by the Partnership are subject to HST, plus any other
                                   applicable taxes from time to time, and will be deducted as an expense
                                   of the Partnership in the calculation of the net asset value of the Class
                                   A Units. No service fee will be payable by the Partnership to the
                                   Investment Manager in respect of Class F Units or Class T Units.
Performance Fee:                   The Partnership will also pay the Investment Manager an annual
                                   performance fee in respect of the Class A Units and Class F Units
                                   equal to 20% and 17.5%, respectively, of any increase in the net asset
                                   value of such Units in each calendar year from the High Water Mark.
                                   "High Water Mark" for a Unit means (i) in its first year of issue, its
Confidential Offering Memorandum                                                                 Investors’ Copy
Sentry Market Neutral L.P.                                                                       August 16, 2010
                                                    -7-

                                   subscription price, (ii) in its second year of issue, the greater of its
                                   subscription price and the net asset value of such Unit at the end of the
                                   first year of its issue (after deduction of all applicable fees and
                                   expenses), and (iii) thereafter, the highest net asset value of such Unit
                                   on the last Valuation Date in each of the two preceding years (after
                                   deduction of all applicable fees and expenses), subject to adjustment
                                   to reflect any consolidation or subdivision of Units. There will be a
                                   separate High Water Mark for each series of Units. No performance
                                   fee will be payable by the Partnership to the Investment Manager in
                                   respect of Class T Units.
                                   All performance fees will be calculated and accrued monthly on a per
                                   Unit basis (after giving effect to the payment of management and any
                                   dealer service fees but before accrual of any performance fees as of
                                   such date) and paid annually in arrears. If a Class A Unit or Class F
                                   Unit is redeemed during the year, the performance fee accrued on such
                                   Unit will be paid to the Investment Manager at that time. Performance
                                   fees payable by the Partnership are subject to HST, plus any other
                                   applicable taxes from time to time, and will be deducted as an expense
                                   of the Partnership in the calculation of the net asset value of the
                                   applicable classes of Units.
Redemption:                        An investment in Units is intended to be a long-term investment.
                                   However, Limited Partners may request that Class A Units or Class F
                                   Units which they have held for at least three months, or such shorter
                                   period as the General Partner may determine in its sole discretion, or
                                   Class T Units at any time, be redeemed at their net asset value per
                                   Unit for the applicable class and series (determined in accordance with
                                   the Limited Partnership Agreement) on any Valuation Date, provided
                                   that the request for redemption is received by the Investment Manager
                                   at least 30 days prior to such Valuation Date.
                                   There will be deducted from redemption proceeds otherwise payable
                                   any accrued performance fees as well as an amount equal to 3% of the
                                   net asset value of Units that are tendered for redemption within six
                                   months of the date of purchase (the "Early Redemption Deduction")
                                   in respect of Class A Units and Class F Units. The Early Redemption
                                   Deduction shall be retained by the Partnership.
Sales Commission:                  No sales commission is payable to the General Partner or the
                                   Investment Manager in respect of Units purchased directly by a
                                   subscriber. However, registered dealers may, at their discretion,
                                   charge purchasers of Class A Units a front-end sales commission of up
                                   to 5% of the net asset value of the Units purchased. Any such sales
                                   commission will be negotiated between the registered dealer and the
                                   subscriber and will be payable by the subscriber to the registered
                                   dealer.
Expenses:                          The Partnership shall be responsible for, and the General Partner shall
                                   be entitled to, reimbursement from the Partnership for all costs and
                                   operating expenses incurred in connection with the activities of the
                                   Partnership, including but not limited to:


Confidential Offering Memorandum                                                                 Investors’ Copy
Sentry Market Neutral L.P.                                                                       August 16, 2010
                                                   -8-

                                   (i)     administrative fees and expenses of the Partnership, which
                                           include the Investment Manager’s fees (including the
                                           management, service and performance fees, as applicable),
                                           accounting and legal costs, insurance premiums, custodial
                                           fees, registrar and transfer agency fees and expenses, all
                                           Limited Partner communication expenses including the cost
                                           of meetings of Limited Partners, the cost of soliciting votes
                                           and the cost of providing information to Limited Partners
                                           (including financial and other reports), research expenses,
                                           consulting fees, organizational expenses, the cost of
                                           maintaining the Partnership’s existence and regulatory fees
                                           and expenses, compensation and expenses relating to an
                                           independent review committee (if established as provided for
                                           in the Limited Partnership Agreement) and all reasonable
                                           extraordinary or non-recurring expenses; and
                                   (ii)    fees and expenses relating to the Partnership’s portfolio
                                           investments, including the cost of securities, interest on
                                           borrowings and commitment fees and related expenses
                                           payable to lenders, prime brokers and counterparties,
                                           brokerage fees, commissions and expenses, and banking fees.
                                   The Partnership is also required to pay HST, plus any other applicable
                                   taxes from time to time, on most operating expenses that it pays,
                                   including fees to the Investment Manager. See "The Limited
                                   Partnership Agreement – Expenses".
Risk Factors and Conflicts of      The Partnership is subject to various risk factors and conflicts of
Interest:                          interest. These risk factors and the policy to be followed to address
                                   conflicts of interest are described under the headings "Risk Factors"
                                   and "Conflicts of Interest" in this Offering Memorandum. These
                                   securities are only suitable for sophisticated investors with a high
                                   tolerance for risk and seeking capital appreciation over the long
                                   term. These securities are more suitable to diversify assets in a
                                   larger portfolio rather than as a core portfolio holding.
Statutory Rights of Action:        Investors are entitled to the benefits of certain statutory rights of
                                   action. See "Purchasers' Statutory Rights of Action".
Taxation:                          Prospective purchasers of Units should consult their own tax advisers
                                   as to the tax consequences of acquiring, holding and disposing of
                                   Units.
Non-Eligibility:                   The Units are not "qualified investments" under the Tax Act for trusts
                                   governed by registered retirement savings plans, registered retirement
                                   income funds, deferred profit sharing plans, registered education
                                   savings plans, registered disability savings plans or tax-free savings
                                   accounts.
Year End:                          December 31

Primer Brokers:                    CIBC World Markets Inc. and Morgan Stanley & Co.



Confidential Offering Memorandum                                                              Investors’ Copy
Sentry Market Neutral L.P.                                                                    August 16, 2010
                                                 -9-

Auditors:                          Deloitte & Touche LLP

Legal Counsel:                     Borden Ladner Gervais LLP




Confidential Offering Memorandum                               Investors’ Copy
Sentry Market Neutral L.P.                                     August 16, 2010
                                                   - 10 -


                                              GLOSSARY

       The following glossary of terms in this Offering Memorandum, including the Summary, is
provided for ease of reference.

business day:                      Any day on which the Toronto Stock Exchange is open for trading.

call option:                       An option that gives the purchaser of the option the right to buy, and
                                   obligates the writer to sell, the underlying security at a stated exercise
                                   price.

commodity:                         Whether in the original or processed state, any agricultural product,
                                   forest product, product of the sea, mineral, metal, hydrocarbon fuel,
                                   water, currency or precious stone or other gem.

correlation:                       A statistical measure of the degree to which variables (such as the
                                   performance of a gold fund and a stock market index) move in relation
                                   to each other.

derivative:                        An instrument, agreement or security, the market price, value or
                                   payment obligations of which are derived from, referenced to or based
                                   on an underlying security, commodity interest, benchmark or formula,
                                   and including, without limitation, forward contracts, futures contracts
                                   and options.

forward contract:                  A forward contract is a contract under which the seller undertakes to
                                   provide the purchaser with a fixed amount of a commodity on a fixed
                                   future date at a fixed price. Forward contracts, unlike futures contracts,
                                   cannot be closed out by a matching transaction.

futures contract:                  A futures contract provides for the future delivery of a specified
                                   amount of a commodity at a specified price, time and place. The
                                   contractual obligation as purchaser may be satisfied either by cash
                                   settlement or by making an offsetting sale of an equivalent futures
                                   contract on the same exchange prior to the designated date of delivery.

hedge:                             A strategy used to offset, in whole or in part, an investment risk arising
                                   from a long or short position in securities or commodities.

leverage:                          The degree to which the Partnership uses borrowed money and/or
                                   securities.

long position:                     An investment position in an issuer in which an investor has ownership
                                   of securities of the issuer.

naked option writing:              The sale of an option without ownership of the underlying stock.




Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                  - 11 -

net exposure:                      The difference between the long and short positions, representing the
                                   percentage of net asset value of the Partnership that is currently net
                                   invested in the market. (For example, if the Partnership is long 100%
                                   and short 40%, then the Partnership is net long 60%.)

OTC:                               Over-the-counter.

put option:                        An option that gives the purchaser of the option the right to sell, and
                                   obligates the writer to purchase, the underlying security at a stated
                                   exercise price.

short position:                    An investment position in an issuer in which an investor has made a
                                   short sale of an issuer's securities and has not yet purchased securities
                                   to replace the securities that were borrowed to complete the short sale.

short sale:                        The sale of securities that are not owned by the seller (and which, for
                                   the purposes of settling a short sale, are generally borrowed by the
                                   seller) in the expectation of purchasing the same securities at a later
                                   date at a lower price than the price for which such securities were sold
                                   by the seller.

special situation:                 An expected trading opportunity predicated upon the occurrence of a
                                   material event such as better than expected financial guidance or a
                                   takeover.

statistical arbitrage:             A trading tactic that uses the historical pricing relationship between
                                   two securities as the basis for identification of future trading
                                   opportunities between the two securities.

volatility:                        As measured by standard deviation, the degree to which a single
                                   variable deviates from its trend over a given time period.




Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                    - 12 -


                                           THE PARTNERSHIP

        Sentry Market Neutral L.P. (the "Partnership") is a limited partnership formed and organized
under the laws of the Province of Ontario by filing a Declaration of Limited Partnership under the Limited
Partnerships Act (Ontario) (the "LP Act") on September 15, 2004, originally under the name "Waterfall
Neutral L.P.". The name of the Partnership was changed to "Sentry Select Market Neutral L.P." by filing
an amended Declaration of Limited Partnership on October 29, 2008 and further changed to "Sentry
Market Neutral L.P." by filing an amended Declaration of Limited Partnership on July 30, 2010.

        The general partner of the Partnership is Sentry Market Neutral GP Ltd. (the "General Partner")
pursuant to the provisions of the Partnership's limited partnership agreement first dated September 15,
2004 (the "Limited Partnership Agreement"). A copy of the Limited Partnership Agreement, as
amended and restated effective December 1, 2008 and August 16, 2010, has been provided to you with
this Offering Memorandum and forms a part of this Offering Memorandum. The General Partner, on
behalf of the Partnership, has retained Sentry Select Investments Inc. (the "Investment Manager") to
provide investment advisory and administrative services to the Partnership. The offices of the General
Partner and the Investment Manager are located at 130 King Street West, Suite 2850, Toronto, Ontario,
M5X 1A4.

        The capital of the Partnership is divided into an unlimited number of limited partnership units
("Units") to be issued in an unlimited number of classes and series. Net profits of the Partnership will be
allocated as set forth under "Distributions and Computation and Allocation of Net Profits or Losses".

       Subscribers whose subscriptions are accepted will become limited partners of the Partnership.
Holders of Units are hereinafter referred to as "Limited Partners".

                                       THE GENERAL PARTNER

        The General Partner was incorporated under the laws of Ontario on February 6, 2008, originally
under the name "Waterfall Neutral GP Ltd.", and was formed for the purpose of acting as the general
partner of the Partnership. The Partnership’s original general partner was Waterfall Vanilla GP Ltd. The
general partner was changed to the General Partner by an amended limited partnership agreement dated
February 15, 2008. By articles of amendment dated October 20, 2008, the General Partner changed its
name to "Sentry Select Market Neutral GP Ltd.". By further articles of amendment dated July 28, 2010,
the General Partner changed its name to "Sentry Market Neutral GP Ltd.".

        The General Partner is generally responsible for the management and control of the activities and
affairs of the Partnership in accordance with the terms of the Limited Partnership Agreement. The
General Partner has engaged the Investment Manager to carry out its duties, including management of the
Partnership on a day-to-day basis, management of the Partnership’s portfolio and distribution of the Units
of the Partnership, but remains responsible for supervising the Investment Manager’s activities on behalf
of the Partnership.

        The name, municipality and province of residence, position with the General Partner and
principal occupation of each of the directors and officers of the General Partner are as follows:

Name, Municipality and
Province of Residence              Position with General Partner   Principal Occupation

John F. Driscoll                   Chief Executive Officer and     President, Chairman and Chief
                                                                   Executive Officer, Sentry Select
Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                     - 13 -

Toronto, Ontario                   Director                      Investments      Inc.;    President,
                                                                 Chairman and Chief Executive
                                                                 Officer, Sentry Select Capital Inc.

James Alexander (Sandy)            Director                      Director, Chief Investment Officer
McIntyre                                                         and Senior Vice-President, Sentry
Toronto, Ontario                                                 Select Investments Inc.; Director,
                                                                 Chief Investment Officer and
                                                                 Senior    Vice-President,  Sentry
                                                                 Select Capital Inc.

Sean Driscoll                      Director                      Director, Sentry Select Investments
Toronto, Ontario                                                 Inc.; Director and Vice-President,
                                                                 Corporate Development, Sentry
                                                                 Select Capital Inc.

Richard D’Archivio                 Chief Financial Officer       Chief Financial Officer, Vice-
Vaughan, Ontario                                                 President and Treasurer, Sentry
                                                                 Select Investments Inc.; Chief
                                                                 Financial Officer, Vice-President
                                                                 and Treasurer, Sentry Select Capital
                                                                 Inc.

Ryan Caughey                       Corporate Secretary           General Counsel & Corporate
Toronto, Ontario                                                 Secretary,       Sentry    Select
                                                                 Investments Inc.; General Counsel
                                                                 & Corporate Secretary, Sentry
                                                                 Select Capital Inc.

Andrew S. McCreath                 Senior Portfolio Manager      Senior Portfolio Manager, Sentry
Toronto, Ontario                                                 Select Investments Inc.; Senior
                                                                 Portfolio Manager, Sentry Select
                                                                 Capital Inc.



                                    THE INVESTMENT MANAGER

         The General Partner has engaged the Investment Manager to direct the day-to-day business,
operations and affairs of the Partnership, including management of the Partnership’s portfolio on a
discretionary basis and distribution of the Units of the Partnership. The Investment Manager may
delegate certain of these duties from time to time.

         Pursuant to the investment management agreement initially made as of September 15, 2004,
amended and restated as of January 20, 2009 and further amended and restated as of March 24, 2010 (the
"Investment Management Agreement"), the Investment Manager directs the day-to-day business,
operations and affairs of the Partnership, including management of the Partnership’s portfolio on a
discretionary basis and distribution of the Units of the Partnership. Under the Investment Management
Agreement, the Investment Manager is entitled to delegate its responsibilities to third parties but shall
remain liable for the performance thereof. The Investment Management Agreement may be assigned by


Confidential Offering Memorandum                                                             Investors’ Copy
Sentry Market Neutral L.P.                                                                   August 16, 2010
                                                     - 14 -

the Investment Manager to an affiliated entity at any time provided notice thereof is given to all Limited
Partners.

         The Partnership will pay the Investment Manager a monthly management fee equal to 1/12 of 1%
of the aggregate net asset value of the Class A Units and Class F Units calculated and payable monthly
based on the net asset value of such Units as at the last Valuation Date in each month. No management
fee will be payable by the Partnership to the Investment Manager in respect of Class T Units.

         The Partnership will also pay the Investment Manager a monthly service fee equal to 1/12 of 1%
of the aggregate net asset value of the Class A Units calculated and payable monthly based on the net
asset value of such Units as at the last Valuation Date in each month. Subject to applicable law, the
Investment Manager will pay the service fee, that it receives from the Partnership, as trailing commission
to registered dealers who participate in the sale of Class A Units. Payment for service fees are calculated
monthly and paid either monthly or quarterly, in arrears, at the option of the dealer. No service fee will
be payable by the Partnership to the Investment Manager in respect of Class F Units or Class T Units.

        The Partnership will also pay the Investment Manager an annual performance fee in respect of the
Class A Units and the Class F Units equal to 20% and 17.5%, respectively, of any increase in the net asset
value of such Units in each calendar year from the High Water Mark. "High Water Mark" for a Unit
means (i) in its first year of issue, its subscription price, (ii) in its second year of issue, the greater of its
subscription price and the net asset value of such Unit at the end of the first year of its issue (after
deduction of all applicable fees and expenses), and (iii) thereafter, the highest net asset value of such Unit
on the last Valuation Date in each of the two preceding years (after deduction of all applicable fees and
expenses), subject to adjustment to reflect any consolidation or subdivision of Units. There will be a
separate High Water Mark for each series of Units. If a Class A Unit or Class F Unit is redeemed during
the year, the performance fee accrued on such Unit will be paid to the Investment Manager at that time.
No performance fee will be payable by the Partnership to the Investment Manager in respect of Class T
Units.

         The management fee, service fee and performance fee payable will differ in respect of each Class
of Units, however, any such fees payable in respect of the Class B Units (which were issued only prior to
December 1, 2008 and are no longer offered by the Partnership) or the Class I Units (which where issued
only between January 20, 2009 and August 16, 2010 and are also no longer offered by the Partnership)
will not be affected by the net asset value of or fees payable by the Class A Units or Class F Units.

        Any date on which a redemption occurs shall be deemed to be the last business day of a calendar
year for the purpose of calculating, accruing and paying performance fees in respect of the Units then
redeemed.

         All performance fees will be calculated and accrued monthly on a per Unit basis (after giving
effect to the payment of management and any dealer service fees but before accrual of any performance
fees as of such date) and paid annually in arrears.

         HST, plus any other applicable taxes from time to time, is payable by the Partnership on
management, service and performance fees and will be deducted as an expense of the Partnership in the
calculation of the net asset value of the applicable classes of Units.

        The Investment Management Agreement provides that the Investment Manager will not be liable
to the Partnership, the General Partner or any Limited Partner for any loss suffered by the Partnership, the
General Partner or any Limited Partner, as the case may be, which arises out of any action or inaction of
the Investment Manager if such course of conduct did not constitute negligence or misconduct of the
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Sentry Market Neutral L.P.                                                                           August 16, 2010
                                                   - 15 -

Investment Manager and if the Investment Manager, in good faith, determined that such course of
conduct was in the best interests of the Partnership or if such course of conduct was done in good faith in
accordance with any written request or advice of the General Partner (or any of its duly appointed
agent(s) or delegate(s)). The Investment Management Agreement also provides that the Investment
Manager and its duly appointed agents, representatives, directors, officers, employees, consultants and
shareholders are entitled to indemnification out of the assets of the Partnership against all actions,
proceedings, claims and costs, demands and expenses (including legal fees, judgments and amounts paid
in settlement, provided that the General Partner has approved such settlement) actually and reasonably
incurred by such party in connection with the Partnership, except such as shall arise from the bad faith,
wilful breach of duty by the Investment Manager under the Investment Management Agreement or a
reckless or negligent act on the part of the Investment Manager.

         The Investment Manager will select brokers and may engage one or more prime brokers for the
trades it makes on behalf of the Partnership and research providers to transact trades and provide research
on behalf of the Partnership. The assets of the Partnership will be held by such brokers including any
assets which are required to satisfy the broker's margin requirements. The Partnership’s prime brokers
are CIBC World Markets Inc. and Morgan Stanley & Co.

         The Investment Management Agreement provides for a continuing term with no provision for an
expiry date, and may be terminated by either party giving to the other not less than 90 days’ notice in
writing. The General Partner, on behalf of the Partnership may, in its sole discretion and without notice to
Limited Partners, terminate and replace the Investment Manager where it deems it to be in the best
interests of the Partnership.

Officers and Directors of the Investment Manager

        The name, municipality and province of residence, position with the Investment Manager and
principal occupation of each of the directors, applicable officers and senior management of the
Investment Manager are as follows:

Name, Municipality and             Position with the                Principal Occupation
Province of Residence              Investment Manager

John F. Driscoll                   President, Chairman, Chief       President, Chairman and Chief
Toronto, Ontario                   Executive Officer and Director   Executive Officer, Sentry Select
                                                                    Investments Inc.; President,
                                                                    Chairman and Chief Executive
                                                                    Officer, Sentry Select Capital Inc.

James Alexander (Sandy)            Chief Investment Officer, Chief Investment Officer, Senior
McIntyre                           Senior Vice-President and Vice-President and Director, Sentry
Toronto, Ontario                   Director                  Select Investments Inc.; Director and
                                                             Chief Investment Officer and Senior
                                                             Vice-President, Sentry Select Capital
                                                             Inc.

Sean Driscoll                      Director                         Director and Vice-President,
Toronto, Ontario                                                    Corporate Development, Sentry
                                                                    Select Capital Inc.

Richard D’Archivio                 Chief Financial Officer, Vice- Chief Financial Officer, Vice-
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Sentry Market Neutral L.P.                                                                      August 16, 2010
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Vaughan, Ontario                   President, and Treasurer        President and Treasurer, Sentry
                                                                   Select Investments Inc.; Chief
                                                                   Financial Officer, Vice-President and
                                                                   Treasurer, Sentry Select Capital Inc.

Andrew Guy                         Vice-President and Chief Risk   Vice-President and Chief Risk and
Toronto, Ontario                   and Compliance Officer          Compliance Officer, Sentry Select
                                                                   Investments Inc.; Vice-President and
                                                                   Chief Risk and Compliance Officer,
                                                                   Sentry Select Capital Inc.

Andrew McCreath                    Senior Portfolio Manager        Senior Portfolio Manager, Sentry
Toronto, Ontario                                                   Select Investments Inc.; Senior
                                                                   Portfolio Manager, Sentry Select
                                                                   Capital Inc.

John Kim                           Portfolio Manager               Portfolio Manager, Sentry Select
Toronto, Ontario                                                   Investments Inc.; Portfolio Manager,
                                                                   Sentry Select Capital Inc.

Philip Yuzpe                       Vice-President, Operations &    Vice-President, Operations &
Toronto, Ontario                   Strategy                        Strategy, Sentry Select Investments
                                                                   Inc.; Vice-President, Operations &
                                                                   Strategy, Sentry Select Capital Inc.

Ryan Caughey                       General Counsel & Corporate     General Counsel & Corporate
                                   Secretary                       Secretary, Sentry Select Investments
                                                                   Inc.; General Counsel & Corporate
                                                                   Secretary; Sentry Select Capital Inc.



         Set out below are the particulars of the investment experience of the above officers and directors
of the Investment Manager:

        John F. Driscoll, President, Chairman, Chief Executive Officer and Director. Mr. Driscoll is the
President, Chairman and Chief Executive Officer of the Investment Manager and is the founding
President, Chairman and Chief Executive Officer of Sentry Select Capital Corp. and Sentry Select Capital
Inc. ("Sentry"). He also founded and has been Chairman of NCE Resources Group since 1984. Mr.
Driscoll was the founder of Petrofund Energy Trust, holding the position of Chairman from 1988 to 2006.
Mr. Driscoll was the founder of Allied Oil & Gas and Endev Energy Inc., holding the position of
Chairman from 1999 to 2001 and from 2002 to 2008, respectively. He also has been Chairman of Inter
Pipeline Fund since October 2002. Mr. Driscoll has been President, since 1981, of J.F. Driscoll
Investment Corp., a company specializing in investment management and related advisory and consulting
services. Mr. Driscoll received his Bachelor of Science degree from the Boston College Business School
and attended the New York Institute of Finance for advanced business studies. He has more than 40 years
of diversified business experience. He is a member of the CFA Institute (formerly the Association of
Investment Management and Research) and also attained the professional manager designation with the
Canadian Institute of Management. He has founded numerous public partnerships as well as public and
private energy and investment-related companies. He was a member of the Royal Ontario Museum


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Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                   - 17 -

Foundation Board of Directors since January 2001 and served as Vice-Chair from June 2003 to February
2008.

        James Alexander (Sandy) McIntyre, Director, Chief Investment Officer and Senior Vice-
President. Mr. McIntyre is a Director, the Chief Investment Officer and Senior Vice-President of the
Investment Manager and Sentry. Mr. McIntyre has over 30 years of investment management experience
and specializes in oil and gas royalty trusts, commercial and industrial income trusts and REITs. Prior to
joining Sentry Select Capital Corp. in 2000, Mr. McIntyre spent 20 years with Jones Heward Investment
Management Inc., a wholly owned subsidiary of the Bank of Montreal, where he was a member of the
Investment Policy Committee with responsibility for high yield investments, including royalty and
income trusts. He received a Bachelor of Arts from the University of Toronto in 1974, where he majored
in English and Philosophy.

        Sean Driscoll, Director. Mr. Driscoll is a Director and the Vice-President, Corporate
Development at Sentry. He joined Sentry Select Capital Corp. in 2007. Prior to joining Sentry Select
Capital Corp., he worked at Canaccord Capital Inc. as an Investment Banking Analyst. His
responsibilities included research and analysis of merger and acquisition opportunities, analysis of equity
and debt underwriting, and development of valuation models of private and public companies as well as
merged entities. Mr. Driscoll is a graduate of the Schulich School of Business, where he earned his MBA.
He also earned a Bachelor of Arts degree in Economics from McGill University.

        Richard D’Archivio, Chief Financial Officer, Vice-President and Treasurer. Mr. D’Archivio is
the Chief Financial Officer, Vice-President and Treasurer of the Investment Manager and Sentry. Prior to
joining Sentry Select Capital Corp. in July 2005, Mr. D’Archivio was a Senior Manager in the audit and
business advisory group of Deloitte & Touche LLP where he specialized in the asset management and
banking industry groups. Prior to joining Deloitte & Touche LLP in June 2002, Mr. D’Archivio was a
Manager with Arthur Andersen LLP where he also practiced in the financial institutions industry group
since September 1997. Mr. D’Archivio received his Bachelor of Business Administration degree from
the Schulich School of Business at York University in 1997. He received his Chartered Accountant's
designation in 2000 and Chartered Financial Analyst designation in 2002.

        Andrew Guy, CFA, Vice-President and Chief Risk and Compliance Officer. Mr. Guy is a Vice-
President and the Chief Risk and Compliance Officer of the Investment Manager and Sentry. Mr. Guy
has more than 15 years experience in the financial industry. Mr. Guy earned a Bachelor of Arts degree
from the University of Toronto and a Master of Business Administration from the London Business
School (U.K.), and holds the Chartered Financial Analyst (CFA) designation.

         Andrew McCreath, CFA, Senior Portfolio Manager. Mr. McCreath is the licensed portfolio
manager responsible for the operations and investment performance of the Partnership. Mr. McCreath
has more than 20 years experience in the investment industry, and during this time has focused his efforts
evenly between the brokerage community (sell side) and the investment management community (buy
side). Mr. McCreath began his career in the brokerage community, where he was a top ranked analyst
(Brendan Woods survey - 1989) specializing in Special Situations and Technology at Burns Fry Limited.
Following his experience at Burns Fry Limited, he spent 5 years at Gordon Capital Corporation,
specializing in Special Situations, Media & Telecom, where he was a partner and a director. In January
1996, Mr. McCreath joined Lawrence & Company and managed the public and private company
investments. In fulfilling his role as manager of public company investing, he engaged in many of the
strategies commonly associated with hedge funds, including shorting stocks, managing paired trades,
holding aggressive long positions, using financial leverage, and purchasing and selling options. At
Lawrence & Company, Mr. McCreath also invested in private companies in both Canada and the US.
Duties requisite to this task included sitting as a director on the boards of directors of several companies,
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Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                   - 18 -

including a then private US biotechnology company, Trimeris Inc., that Mr. McCreath and Lawrence &
Company helped through its initial public offering and listing on NASDAQ. In December 1997, Mr.
McCreath left Lawrence to become a founding shareholder at Synergy Mutual Funds. At Synergy Mutual
Funds, funds under his management included Mr. McCreath’s flagship fund, the Synergy Canadian
Growth Fund. During the period that Mr. McCreath managed the fund, it achieved top quartile ratings
from Morningstar. In shorter term performance periods such as 1 year and 2 year numbers, Mr. McCreath
delivered either top 10 (versus more than 600 comparable funds) or top decile performance. Synergy
Mutual Funds was sold to CI Mutual Funds in September 2003. At the time of closing, Synergy’s assets
were $1.5 billion. Mr. McCreath holds an Honours BBA (Finance - 1985) and a MBA (Economics -
1986) from York University (Toronto) and received his Chartered Financial Analyst designation in 1989.

        John Kim, CFA, Portfolio Manager. Mr. Kim is a Portfolio Manager of the Investment Manager
and Sentry. He has more than 15 years of investment experience as an analyst and portfolio manager.
Prior to joining Sentry, Mr. Kim managed segregated accounts for high net worth, endowments and
foundations for RT Investment Counsel, a subsidiary of Royal Bank of Canada. Prior to that, he managed
Canadian equity, resource and global asset allocation funds for Aegon Capital Management, a subsidiary
of Aegon Canada. Mr. Kim has a BSc from the University of Toronto and holds the Chartered Financial
Analyst (CFA) designation.

        Philip Yuzpe, Vice President, Operations & Strategy. Mr. Yuzpe is the Vice President,
Operations & Strategy of the Investment Manager and Sentry. Prior to joining Sentry Select Capital
Corp. in October 2006, Mr. Yuzpe was a senior management consultant and project manager at
Managerial Design Corporation. Mr. Yuzpe obtained his MBA from the Richard Ivey School of Business
in 2004 and earned a Bachelor of Arts degree from the University of Western Ontario in 2000.

        Ryan Caughey, General Counsel & Corporate Secretary. Mr. Caughey is the General Counsel &
Corporate Secretary of the Investment Manager and Sentry. Prior to joining Sentry Select Capital Corp.
in July 2006, Mr. Caughey practiced corporate and securities law with Osler, Hoskin & Harcourt LLP
since 2003. Mr. Caughey obtained his Bachelor of Laws degree in 2002 from Queen’s University and his
Honours Bachelor of Arts degree in 1998 from the University of Western Ontario.

               INVESTMENT OBJECTIVE, STRATEGIES AND RESTRICTIONS

Description of Investment Objective of the Partnership

         The investment objective of the Partnership is to provide maximum capital return while seeking
to limit exposure to equity market movements.
          The Partnership intends to achieve its investment objective by investing in global (with a North
American bias) listed and unlisted equity and debt securities within a full range of market capitalizations.
It is anticipated that the Partnership will invest principally in long and short positions in publicly traded,
liquid equity securities of small, mid and large capitalization issuers, together with cash, and, where
appropriate, money market instruments.

Description of Investment Strategies of the Partnership

        The Partnership seeks to achieve its investment objective by holding a portfolio consisting
principally of long positions in equity securities, short positions in equity securities and cash and money
market instruments (the "Portfolio"). The short position segment of the Portfolio is held to substantially
reduce or eliminate the inherent exposure of the long position segment of the Portfolio to general
movements, both up and down, in the broad equity markets. The short position of the Partnership is

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Sentry Market Neutral L.P.                                                                       August 16, 2010
                                                    - 19 -

intended to hedge the market exposure of the Partnership and not necessarily to generate net positive
returns for the Partnership. While broad-based equity markets tend to rise in the long-term, the
Partnership may generate positive returns from investing through the short position segment of the
Portfolio where the broad-based equity markets are in decline.

        The Portfolio will include, in both its long and short positions, publicly traded, liquid securities of
small, mid and large capitalization companies with a global mandate (and North American bias).

        The combination of the long position and short position segments of the Portfolio will be
determined at the discretion of the Investment Manager, with the overriding objective of the equity
market risk exposure of the Partnership as a whole being targeted at zero. The short position segment is
expected to hedge the forecasted market exposure of the Portfolio. The Investment Manager will
endeavour to structure the Portfolio such that: (i) when the equity markets are rising, the value of the long
position segment of the Portfolio increases by an amount greater than any decrease in the value of the
short position segment; and (ii) when the equity markets are declining, the value of the short position
segment of the Portfolio increases by an amount greater than any decrease in the value of the long
position segment.

        The objective of this combination of long positions and short positions will be to generate
positive returns irrespective of the overall direction of the equity markets. The Portfolio may also include
cash, regularly maturing short-term money market instruments such as treasury bills and short-term
government and investment grade corporate debt and other short-term interest bearing instruments
(including repurchase and sale agreements) with a term to maturity of less than one year, with the aim of
providing both liquidity and income.

         The Partnership may also invest in exchange traded funds, closed-end and open-end investment
funds, whether sold pursuant to a prospectus or on a prospectus-exempt basis. The Partnership may also
use derivatives to reduce or hedge against various risks including currency exchange risk associated with
its foreign investments, and to obtain investment exposure or positions consistent with its investment
objective, strategies and risk management.

       Set forth below are additional particulars as to the strategies that may be employed by the
Investment Manager in connection with the Partnership:

1.       Paired Trades – A paired trade involves buying one security and selling another security at the
         same time. Often the two issuers will be in the same industry. The rationale for initiating the
         trade could be for one of two reasons: (i) the relative valuation of the two securities could have
         deviated from their long term relationship and the Investment Manager expects it to revert back to
         the original relationship; or (ii) research analysis may suggest that the forward prospects facing
         the two competing issuers could undergo a material change, resulting in a change in the future
         relative valuation of the two securities.

2.       Long Positions – The decision to hold a particular security in a portfolio is predicated upon
         variables including fundamental analysis, financial analysis, and other supporting factors
         including the visibility of upcoming catalysts, technical analysis, and valuation metrics.

3.       Short Selling – For short selling opportunities, the Investment Manager will aim to identify
         overpriced securities of issuers that appear to be ready to fall in price. Typically, these
         opportunities will be in the securities of a business that has a fundamental flaw in its business
         model, is forecast to have material financial problems, or faces a pending threat to continued
         success in its business. The security sold short generally needs to be borrowed, and replaced at

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Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                      - 20 -

         the market price prevailing at some time in the future. The Partnership would have to pay the
         lender a borrowing fee and any distributions over the period of the loan.

4.       Convertible/Warrant Arbitrage – This type of arbitrage entails purchasing a convertible
         debenture, preferred share or warrant, and selling short the underlying equity security of the same
         issuer.

5.       Naked Option Writing –Naked option writing is often used to offset some or all of the cost of
         purchasing options on the other side of the trade. It is also used to lower the purchase price of a
         security of which ownership of additional securities is sought.

6.       Private and Restricted Securities – Private securities are securities of a private company.
         Restricted securities are securities acquired in a private sale from an issuer or from an affiliate of
         the issuer that are subject to resale restrictions. The issuer of restricted securities may be a public
         or private company. They typically bear a legend clearly stating that you may not resell them
         unless permitted under securities legislation. The Partnership will not invest in a private
         company unless the company is committed to seeking a liquidity event in a timely fashion.
         Examples of a liquidity event include an initial public offering or a sale of the company, the latter
         of which would involve the exchange of the private security for cash or shares in a public
         company. Any investments in private and/or restricted securities would be included in the
         calculation of illiquid securities. It is the intention of the Investment Manager to restrict
         investments in illiquid securities to no more than 10% of the Portfolio. See "Description of
         Investment Restrictions of the Partnership" below.

The Investment Manager will, in employing such strategies, be guided by the following principles:

         (a)       Exit - Positions will generally be closed out (sold if long, covered if short) if any of these
                   situations arise: (i) the market value of a security declines by 15% from the initial cost,
                   (ii) material news changes the forward prospects for the value of the investment in a
                   security, (iii) an issuer in which an investment is made has substantially 'missed' financial
                   expectations, (iv) the Investment Manager forms the view that it has been misled by
                   management of the issuer, or (v) the Investment Manager determines in its sole discretion
                   that the position should be closed out.

         (b)       Frequency of Trading - The frequency of trading by the Partnership will be event and
                   target driven. The Investment Manager will be entitled in its sole discretion to determine
                   the frequency of trades.

         (c)       Exchange Rate Risk - The Investment Manager may, but need not, cause the Partnership
                   to enter into currency derivatives to manage risks of fluctuations in the exchange rates
                   between the Canadian dollar and the currencies of any of the Partnership’s investments.

         (d)       Liquid Holdings - At any time, and from time to time, at the sole discretion of the
                   Investment Manager, the Partnership may hold all or some of its assets in cash or
                   marketable fixed income securities.

         (e)       Risk Control Measurers - The Investment Manager will employ active and passive risk
                   control measures to manage risk within the Portfolio. Passive risk measures involve
                   assessing the attractiveness of an investment relative to the effect it will have on the risk
                   of the overall Portfolio. Active risk control management involves applying everyday risk
                   management and compliance procedures and employing static or dynamic hedges to
                   reduce the risk where appropriate.
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Sentry Market Neutral L.P.                                                                          August 16, 2010
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         (f)       Portfolio Monitoring - The Investment Manager will review securities positions in the
                   Partnership daily for adherence to specific decision rules (the decision to enter or exit the
                   market or to buy or sell a particular security) and for each position's contribution to
                   increased return. Securities with a low marginal contribution to returns of the Partnership
                   may be sold (if owned) or bought back or covered short and replaced with securities that
                   the Investment Manager believes offer the Partnership the highest potential for return to
                   the Partnership.

         (g)       Derivatives - The Investment Manager will use derivatives on behalf of the Partnership
                   only where there is no other suitable cash security available to execute the desired
                   strategy, and not to increase leverage beyond what would be acceptable for an equivalent
                   position in the underlying security (or securities). For purposes of leverage calculations
                   and security and industry limits, equivalent positions in the securities underlying the
                   derivatives will be used.

Hedge Fund Strategies

         The investment management strategies of the Partnership will feature characteristics often
attributed to hedge funds by employing trading strategies such as short selling, allocating significantly
above market weights to individual securities, and exploiting arbitrage opportunities.

        Hedge funds can generally be categorized as being funds that employ one or a combination of the
following three types of hedge strategies:

1.       Statistical Arbitrage or Relative Value Strategies – For this strategy, the portfolio manager
         identifies a pricing anomaly between two financial instruments, then, based on the assumption
         that the pricing anomaly will be eradicated over time, the portfolio manager buys one instrument
         and sells the other instrument, intending to capture the spread. This 'paired trade' could involve a
         derivative instrument and the underlying security of the same issuer, or financial instruments of
         two issuers in the same industry. Instruments that are often used for these types of trades include
         equities, bonds, options, and warrants.

2.       Directional or Global Opportunistic Strategies – As opposed to the micro or security specific
         focus of the previous category, in directional strategies funds, the portfolio manager typically
         employs a macro focus often predicated upon the expectation of major changes in the economic
         or financial market indicators between different geographies around the world. In addition to the
         instruments mentioned in the previous category, directional strategies funds often trade in futures,
         commodities, and currencies.

3.       Event-Driven Strategies – The performance of investments in this category often have little
         correlation with that of the general market. Catalysts driving these special situations could
         include merger arbitrage, convertible arbitrage, turnaround companies or, in the opinion of the
         portfolio manager, severely over or under valued securities. Typically the portfolio manager
         applying this strategy will buy equities, fixed income securities, options, and warrants.

         The Partnership will employ event-driven and statistical arbitrage or relative value strategies as
described above. The implementation of individual strategies and allocation of portfolio weight to any
specific strategy will be made at the sole discretion of the Investment Manager.




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Sentry Market Neutral L.P.                                                                         August 16, 2010
                                                    - 22 -

Description of Investment Restrictions of the Partnership

         The activities of the Partnership are subject to certain investment restrictions ("Investment
Restrictions"). For the purpose of the Investment Restrictions listed below, all percentage limitations
apply only immediately after a transaction, and any subsequent change in any applicable percentage
resulting from changing values will not require disposition of any securities. These Investment
Restrictions will govern the activities of the Partnership including the investment of its assets and the
incurrence of debt, and are as follows:

1.       Sole Undertaking – The Partnership will not engage in any undertaking other than the
         investment of the Partnership's assets in accordance with the Partnership's investment objective
         and subject to the Investment Restrictions and such activities as are necessary or ancillary with
         respect thereto.

2.       Purchasing Securities – The Partnership will only purchase and sell securities through normal
         market facilities unless the purchase price approximates the prevailing market price or is
         negotiated or established by a third party or third parties who are at arm's length with the
         Investment Manager.

3.       Commodities – The Partnership may not engage in trades involving commodity futures contracts
         and commodity futures options, each within the meaning of the Commodity Futures Act (Ontario)
         (the "CFAct"), unless:

         (a)       performance by the Investment Manager of its services as an adviser in connection
                   therewith is solely incidental to the principal business of the Investment Manager;

         (b)       the Investment Manager obtains registration as an adviser under the CFAct;

         (c)       the Partnership retains an investment advisor that is registered as an adviser under the
                   CFAct; or

         (d)       such trades are otherwise permitted by the CFAct.

         The Partnership may not in any event engage in trades directly or indirectly involving
         commodities if as a result thereof the Partnership could be compelled to take or make delivery of
         such commodities.

4.       Sector and Industry Limits – Maximum weightings in a single security or in a specific industry
         will be 10% and 30%, respectively, measured at cost. Where more than one security of an issuer
         is held, the aggregate net exposure to that issuer shall not exceed 10%. This restriction will not
         apply where the issuer is a federal government.

5.       Limit on Illiquid Securities – At any time, no more than 10% of the total assets (at cost) of the
         Partnership may be invested in (a) securities which are not listed on any stock exchange or quoted
         on the NASDAQ National Market or other similar quotation systems or on any OTC market; (b)
         securities which are subject to statutory or other resale restrictions for a period in excess of 4
         months in the jurisdiction in which such securities are primarily traded; and (c) securities of
         private issuers.

6.       Use of Leverage – The Partnership may borrow, make margin purchases or otherwise use
         leverage to make investments and may mortgage, pledge or hypothecate its assets to secure such
         borrowings. Leverage for equity positions shall not exceed 2 times the net asset value of the
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Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                   - 23 -

         Partnership. Leverage positions for debt securities shall not exceed 5 times the net asset value of
         the Partnership. Total leverage of the Partnership shall not exceed 3 times the net asset value of
         the Partnership.

7.       Fixed Price – The Partnership will not purchase any security the terms of which require the
         Partnership to make a contribution in addition to the purchase price (other than pursuant to a
         permitted derivative transaction), provided that such restriction will not apply to the purchase of
         securities paid for on an instalment basis where the total purchase price and the amount of all
         such instalments are fixed or ascertainable according to a formula fixed at the time the first
         instalment is paid.

8.       No Loans or Guarantees – The Partnership will not lend money or any of its assets or guarantee
         the obligation of any person, except that the Partnership may engage in securities lending with
         counterparties approved by the Investment Manager from time to time.

9.       No Underwriting – The Partnership will not act as an underwriter of securities except to the
         extent it is considered or deemed to be an underwriter in connection with the disposition of
         portfolio securities.

10.      No Additional Restrictions – Except as identified above, the investments of the Partnership
         assets will not be subject to additional restrictions.

General

         There can be no assurances that the Partnership will achieve its investment objective.

The Investment Manager may at any time adopt new strategies or deviate from the foregoing
strategies and principles as market conditions dictate. In the event of any material deviation from
its current intended strategies, the Investment Manager will advise the General Partner
immediately and the General Partner will thereafter advise the Limited Partners in writing. While
the Investment Manager typically will try to minimize risk in selecting investments, it should be
understood that the risk management techniques utilized by the Investment Manager cannot provide any
assurance that the Partnership will not be exposed to risks of significant investment losses. See "Risk
Factors".

Statutory Caution

         The foregoing disclosure of investment objective, strategies and restrictions may constitute
"forward-looking information" for the purpose of applicable securities legislation, as it contains
information regarding the intended course of conduct and future operations of the Partnership. Forward-
looking information can often be identified by forward-looking words such as "anticipate", "believe",
"expect", "plan", "intend", "estimate", "may", "potential", and "will" or similar words suggesting future
outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about
future events or performance. Forward-looking information is not historical fact but reflects, as
applicable, the Partnership’s, the General Partner’s and the Investment Manager’s current expectations
regarding future results or events. Forward-looking information is subject to risks, uncertainties and other
factors that could cause actual results to differ materially from that suggested by the forward-looking
information. By its nature, forward-looking information requires the Partnership, the General Partner and
the Investment Manager to make assumptions which include, among other things that (i) the Partnership
will have sufficient capital under management to effect its investment strategies, (ii) the investment
strategies will produce the results intended by the Investment Manager, and (iii) the markets will react
and perform in a manner consistent with the investment strategies. Although the Partnership, the General
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Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                   - 24 -

Partner and the Investment Manager believe that the assumptions inherent in their respective forward-
looking information are reasonable, forward-looking information is not a guarantee of future events or
performance and, accordingly, readers are cautioned not to place undue reliance on such information due
to the inherent uncertainty therein. By its nature, forward-looking information involves numerous
assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility
that the predictions, forecasts, projections and various future events will not occur. Neither the
Partnership, the General Partner nor the Investment Manager undertakes any obligation to update publicly
or otherwise revise any forward-looking information whether as a result of new information, future events
or other such factors which affect this information, except as required by law.

                             THE LIMITED PARTNERSHIP AGREEMENT

Introduction

        The following is a summary of the Limited Partnership Agreement. This summary is not
intended to be complete and is qualified in its entirety by the full text of the Limited Partnership
Agreement. Each subscriber should carefully review the Limited Partnership Agreement which has been
provided with this Offering Memorandum and forms part of this Offering Memorandum.

        The rights and obligations of the Limited Partners and the General Partner under the Limited
Partnership Agreement are governed by the laws of the Province of Ontario.

        A subscriber for Units of the Partnership will become a Limited Partner of the Partnership upon
the acceptance by the General Partner of the subscription and the recording of the subscriber as a Limited
Partner of the Partnership in the register of Limited Partners maintained pursuant to the LP Act.

Units

         The Partnership may issue an unlimited number of Units. Units may be designated by the
General Partner as being Units of a class, and within such class, a series, and the opening net asset value
per Unit of each such series may be determined by the General Partner. Each issued and outstanding Unit
of a series shall be equal to each other Unit of the same series with respect to all matters. The respective
rights of the holders of Units of each series will be proportionate to the net asset value of such series
relative to the net asset value of each other series. Each Unit carries with it a right to vote, with one vote
for each $100 of net asset value attributed to such Unit (the net asset value per Unit of all Units held by a
Limited Partner shall be aggregated for the purpose of determining voting rights). Fractional Units may
be issued.

        Units will be issued at their net asset value per Unit at the time of subscription. On the first
closing after a consolidation of a class of Units, the General Partner will fix an opening net asset value per
Unit of $100.

         As at the date hereof, the General Partner has designated five classes of Units: the Class B Units
(which were issued only prior to December 1, 2008 and are no longer offered by the Partnership), the
Class I Units (which where issued only between January 20, 2009 and August 16, 2010 and are also no
longer offered by the Partnership) and the Class A Units, Class F Units and Class T Units having the
attributes described in this Offering Memorandum.




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Sentry Market Neutral L.P.                                                                       August 16, 2010
                                                   - 25 -

Functions and Powers of the General Partner

        The General Partner has exclusive authority to manage and control the operations and affairs of
the Partnership, to make all decisions regarding the business of the Partnership (in respect of certain of
such operations, affairs and decisions the General Partner on behalf of the Partnership has retained the
Investment Manager) and to bind the Partnership. The General Partner is required to exercise its powers
and discharge its duties honestly, in good faith and in the best interests of the Partnership and to exercise
the degree of care, diligence and skill of a prudent and qualified administrator. Certain restrictions are
imposed on the General Partner, including that it may not dissolve the Partnership except in accordance
with the provisions of the Limited Partnership Agreement.

        The General Partner will have the power to make any and all elections, determinations or
designations under the Tax Act or any other taxation or other legislation or laws of like import of Canada
or of any province or jurisdiction on behalf of the Partnership and each Limited Partner, in respect of such
Limited Partner's interest in the Partnership. The General Partner must file, on behalf of the General
Partner and the Limited Partners, any information return required to be filed in respect of the activities of
the Partnership under the Tax Act or any other taxation or other legislation of like import of Canada or of
any province or jurisdiction.

         The Limited Partnership Agreement provides that the General Partner assumes no responsibility
to the Partnership and bears no liability to the Partnership or any Limited Partner for any loss suffered by
the Partnership which arises out of any action or inaction of the General Partner if such course of conduct
did not constitute negligence or misconduct of the General Partner and if the General Partner, in good
faith, determined that such course of conduct was in the best interests of the Partnership. The Limited
Partnership Agreement also provides that the General Partner and its principals, shareholders, directors,
officers, agents, employees and consultants are entitled to indemnification out of the assets of the
Partnership against all actions, proceedings, claims and costs, demands and expenses (including legal
fees, judgments and amounts paid in settlement) actually and reasonably incurred by such party in
connection with the Partnership, except such as shall arise from the bad faith, wilful breach of duty by the
General Partner under the Limited Partnership Agreement or a reckless or negligent act on the part of the
General Partner.

Transfer of Units

         A Limited Partner may, without charge and with the written consent of the General Partner,
transfer all or any of the Units owned by him, her or it by delivering to the registrar and transfer agent at
its office in Toronto, Ontario a request for transfer in the form attached to the Limited Partnership
Agreement or another form of transfer acceptable to the General Partner, together with such evidence of
the genuineness of each of such endorsement, execution and authorization and of such other matters
(including that the transfer is being made in compliance with all applicable securities laws) as may be
reasonably required by the registrar and transfer agent. A transfer will not be effective unless and until it
is recorded on the register of Limited Partners.

         Pursuant to the provisions of the transfer, when the transferee of a Unit has been registered as a
Limited Partner, the transferee will become a party to the Limited Partnership Agreement and will be
subject to the obligations and entitled to the rights of a Limited Partner under the Limited Partnership
Agreement. A transferor of Units will remain liable to reimburse the Partnership for any amounts
distributed to him, her or it by the Partnership which may be necessary to restore the capital of the
Partnership to the amount existing immediately prior to such distribution, if the distribution resulted in a
reduction of the capital of the Partnership resulting in the inability of the Partnership to pay its debts as
they became due.
Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                     - 26 -

Expenses

        The Partnership is responsible for all costs and operating expenses incurred by it in connection
with the activities of the Partnership, including but not limited to:

         (a)       administrative fees and expenses of the Partnership, which include the Investment
                   Manager’s fees (including the management, service and performance fees, as applicable),
                   accounting and legal costs, insurance premiums, custodial fees, registrar and transfer
                   agency fees and expenses, all Limited Partner communication expenses including the cost
                   of meetings of Limited Partners, the cost of soliciting votes and the cost of providing
                   information to Limited Partners (including financial and other reports), research
                   expenses, consulting fees, organizational expenses, the cost of maintaining the
                   Partnership’s existence and regulatory fees and expenses, compensation and expenses
                   relating to an independent review committee (if established as provided for in the Limited
                   Partnership Agreement) and all reasonable extraordinary or non-recurring expenses; and

         (b)       fees and expenses relating to the Partnership’s portfolio investments, including the cost of
                   securities, interest on borrowings and commitment fees and related expenses payable to
                   lenders, prime brokers and counterparties, brokerage fees, commissions and expenses,
                   and banking fees.

       The Partnership is also required to pay HST, plus any other applicable taxes from time to time, on
most operating expenses that it pays, including fees to the Investment Manager.

         To the extent that such expenses are borne by the General Partner or Investment Manager, the
General Partner or Investment Manager, as the case may be, shall be reimbursed by the Partnership from
time to time.

Meetings

         The General Partner may at any time convene a meeting and will be required to convene a
meeting on receipt of a request in writing from Limited Partners holding, in the aggregate, at least 331/3%
of the net asset value of all Units outstanding. The General Partner is entitled to one vote in its capacity
as General Partner. A quorum consists of two or more Limited Partners present in person or represented
by proxy holding at least 25% of the net asset value of the Units outstanding and entitled to vote thereon
except for purposes of passing a Special Resolution (as defined below) to remove the General Partner, in
which case such persons must hold at least 50% of the net asset value of the Units outstanding and
entitled to vote thereon. A "Special Resolution" is a resolution passed by not less than 662/3% of the
votes cast at a duly constituted meeting of the Limited Partners called for the purpose of considering such
resolution or an instrument in writing signed by Limited Partners holding not less than 662/3% of the net
asset value of the Units outstanding. Except for the purposes of passing a Special Resolution, if a quorum
is not present at a meeting within 30 minutes after the time fixed for the meeting, the holders of a majority
of net asset value of the Units which are present in person or represented by proxy will have the power to
adjourn the meeting to another day and time and at such adjourned meeting a quorum will consist of
Limited Partners present in person or represented by proxy and voting. All costs associated with
meetings will be borne by the Partnership.

Amendments

       The General Partner may, without prior notice or consent from any Limited Partner, amend the
Limited Partnership Agreement (i) in order to create additional classes of Units; (ii) in order to protect the

Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                    - 27 -

interests of the Limited Partners, if necessary; (iii) to cure any ambiguity or clerical error or to correct or
supplement any provision contained therein which may be defective or inconsistent with any other
provision if such amendment does not and shall not in any manner adversely affect the interests of any
Limited Partner; (iv) to remove any conflicts or other inconsistencies which may exist between any terms
of the Limited Partnership Agreement and the provisions of any law or regulation applicable to or
affecting the Partnership; (v) to reflect any changes to any applicable legislation; or (vi) in any other
manner, if such amendment does not and shall not adversely affect the interests of any Limited Partner in
any manner.

        The Limited Partnership Agreement may be amended at any time by the General Partner (i) with
the consent of the Limited Partners given by Special Resolution; or (ii) without the consent of the Limited
Partners provided the Limited Partners are given not less than 30 days’ written notice prior to the
effective date of the amendment (together with a copy of the amendment and an explanation of the
reasons for the amendment), and each Limited Partner is given the opportunity to redeem all of such
Limited Partner’s Units prior to the effective date of such amendment.

Termination

        The Partnership may be terminated on the occurrence of certain events stipulated in the Limited
Partnership Agreement. The General Partner may resign as general partner of the Partnership and if no
successor is appointed the Partnership will be terminated. On termination of the Partnership, the assets of
the Partnership will be distributed in accordance with the Limited Partnership Agreement.

Power of Attorney

         The Limited Partnership Agreement, the transfer form and the subscription form for Units include
an irrevocable power of attorney authorizing the General Partner on behalf of the Limited Partners to
execute the Limited Partnership Agreement, any amendments to the Limited Partnership Agreement and
all instruments necessary to reflect the dissolution of the Partnership as well as any elections,
determinations, designations or similar documents or instruments under the Tax Act or taxation
legislation of any province or jurisdiction with respect to the affairs of the Partnership or a Limited
Partner's interest in the Partnership.

                                   DETAILS OF THE OFFERING

         Units offered hereby are being offered to investors resident in all provinces and territories of
Canada pursuant to exemptions from prospectus requirements contained in National Instrument 45-106 –
Prospectus and Registration Exemptions. Units are being offered on a continuous basis to an unlimited
number of subscribers who purchase Units as principal (within the meaning of applicable securities
legislation) and (a) are accredited investors under applicable securities legislation, (b) invest a minimum
of $150,000 in the Partnership (however this exemption will not be available in Alberta), or (c) to whom
Units may otherwise be sold in accordance with applicable law. As at the date of this Offering
Memorandum, the minimum initial subscription amount is $150,000, but may be reduced to $25,000 for
accredited investors (or to such lesser amount as may be accepted by the General Partner). These
minimum amounts are net of any front-end sales commissions paid by a subscriber to their registered
dealer.

       The General Partner has designated three classes of Units which are currently being offered:
Class A Units, Class F Units and Class T Units. Class A Units will be issued to investors who meet the
minimum investment criteria and who purchase their Units through an independent registered dealer.
Independent registered dealers will be paid a trailing commission by the Investment Manager for Class A
Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                     - 28 -

Units sales. Class F Units, which are not subject to a service fee, will generally be issued to investors
who meet the minimum investment criteria and who purchase their Units directly from the Investment
Manager or through an independent registered dealer. Independent registered dealers will not be paid a
trailing commission by the Investment Manager for Class F Units sales. Class T Units will generally be
issued only to RRSP-eligible investment funds managed by the Investment Manager and will not be
subject to a management fee, service fee or performance fee, will not be subject to any redemption fees or
deductions and will not be subject to any minimum hold period. Class B Units, which were issued only
prior to December 1, 2008, are not offered hereby. Class I Units, which were issued only between January
20, 2009 and August 16, 2010, are also not offered hereby.

        No sales commission is payable to the General Partner or Investment Manager in respect of Units
purchased directly by a subscriber. However, registered dealers, may, at their discretion, charge
purchasers of Class A Units a front-end sales commission of up to 5% of the net asset value of the Units
purchased. Any such sales commission will be negotiated between the registered dealer and the
subscriber and will be payable by the subscriber to the registered dealer.

        Units may be purchased as at the close of business on the last business day of each month or on
such other date as the General Partner may approve from time to time (a "Valuation Date") if a duly
completed subscription form is received by the General Partner no later than 4:00 p.m. (Toronto time) on
such Valuation Date and the required payment and all necessary documents are received by the General
Partner or the Partnership’s administrator within three business days after the Valuation Date.

        Units will be issued at their net asset value per Unit at the time of subscription. On the first
closing after a consolidation of a class of Units, the General Partner will fix an opening net asset value per
Unit of $100.

       See "The Limited Partnership Agreement – The Units" for a brief summary of the attributes of the
Units. Reference is made to the Limited Partnership Agreement provided to you with this Offering
Memorandum for a full and complete description of such attributes.

        The Units are not "qualified investments" under the Tax Act for trusts governed by registered
retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered
education savings plans, registered disability savings plans or tax-free savings accounts.

                                           WHO MAY INVEST

        The Partnership is designed to attract investment capital which is surplus to an investor’s basic
financial requirements.

         Whether the subscriber for Units is purchasing through their own dealer or directly from
the Investment Manager (in its capacity as an exempt market dealer), the dealer through whom the Units
are purchased has an obligation under applicable securities laws to determine suitability of the investment
for such purchaser, unless the purchaser is a "permitted client" and either waives such requirement or the
dealer is otherwise exempt from such requirement. Subscribers purchasing directly from the Investment
Manager will be required to provide certain information in the subscription agreement (referred to as
know-your-client information) on which the Investment Manager will rely in determining such suitability.

         The following persons and entities may not invest in this Partnership:

         (i)       "non-residents", partnerships other than "Canadian partnerships", "tax shelters", "tax
                   shelter investments", or any entities an interest in which is a "tax shelter investment", or
Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                     - 29 -

                   any entities in which a "tax shelter investment" has an interest, all within the meaning of
                   the Tax Act; or

         (ii)      a partnership which does not have a prohibition against investment by the foregoing
                   persons.

         By purchasing Units, a Limited Partner represents and warrants that he, she or it is not one of the
above and shall indemnify and hold harmless the Partnership and each other Limited Partner for any
costs, damages, liabilities, expenses or losses suffered or incurred by the Partnership or such other
Limited Partner, as the case may be, that result from or arise out of a breach of such representation and
warranty. Any Limited Partner who fails to provide evidence satisfactory to the General Partner of such
status when requested to do so from time to time may be removed as a Limited Partner by the redemption
of his, her or its Units in accordance with the Limited Partnership Agreement.

         Any Limited Partner whose status in that regard changes shall be deemed to have ceased to be a
Limited Partner immediately prior to the date on which such status changes and shall thereafter only be
entitled to receive from the Partnership an amount equal to the lesser of the net asset value of such
Limited Partner’s Units as at the date on which he, she or it ceases to be a Limited Partner and the net
asset value of such Units as at the date the General Partner learns that such Limited Partner’s status has
changed, less all such deductions as provided in the Limited Partnership Agreement as if such Limited
Partner voluntarily redeemed his, her or its Units.

         In addition, any Limited Partner that is or becomes a "financial institution" within the meaning of
section 142.2 of the Tax Act (as same may be amended or replaced from time to time) shall disclose such
status to the General Partner at the time of subscription (or immediately when such status changes) and
the General Partner may, in its sole discretion, restrict the participation of any such Limited Partner or
require any such Limited Partner at any time to redeem all or some of such Limited Partner’s Units. A
Limited Partner who fails to identify itself as a financial institution shall indemnify and hold harmless the
Partnership and each other Limited Partner for any costs, damages, liabilities, expenses or losses suffered
or incurred by the Partnership or such other Limited Partner, as the case may be, that result from or arise
out of such failure.

         Any Limited Partner who is or who becomes a financial institution after becoming a Limited
Partner shall be deemed to have, immediately prior to the date on which it becomes a financial institution
(or the date of issue of Units to such financial institution, whichever is later), redeemed some or all of
such Limited Partner’s Units to the extent necessary to result in financial institutions owning in the
aggregate Units having a net asset value that is less than one-half of the net asset value of all of the Units,
and shall be entitled to receive from the Partnership, as redemption proceeds, an amount equal to the
lesser of the net asset value of such redeemed Units as at the date on which it is deemed to have redeemed
such Units and the net asset value of such Units as at the date the General Partner learns that such Limited
Partner is a financial institution, less all such deductions as provided in the Limited Partnership
Agreement as if such Limited Partner voluntarily redeemed its Units.

                                    SUBSCRIPTION PROCEDURE

       Subscriptions for Units must be made by completing and executing the subscription form
provided by the General Partner and by forwarding such form to the Investment Manager. Subscription
orders must be received by the Investment Manager prior to 4:00 p.m. (Toronto time) on a Valuation
Date. The Investment Manager or the Partnership’s administrator must receive payment in the form of a
cheque, bank draft or confirmation of wire transfer (or other form of funds transfer acceptable to the
General Partner) representing payment of the subscription price within three business days after the
Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                   - 30 -

Valuation Date. If payment of the total amount of the subscription order and all necessary documents are
not received by the Investment Manager or the Partnership’s administrator within three business days
after the Valuation Date, the Investment Manager will reverse the subscription order. Subscription funds
provided prior to a Valuation Date will be kept in a segregated account pending investment in the
Partnership. Subscriptions for Units are subject to acceptance or rejection in whole or in part by the
General Partner in its sole discretion. In the event a subscription for Units is rejected, any subscription
funds forwarded by the subscriber will be returned without interest or deduction. Purchasers may forward
completed subscriptions directly to the Investment Manager.

        By executing a subscription form, each subscriber is acknowledging, among other things, that the
investment portfolio and trading procedures of the Partnership are proprietary in nature and agrees that all
information relating to such investment portfolio and trading procedures shall be kept confidential by
such subscriber and will not be disclosed to third parties (excluding the subscriber’s professional
advisors) without the prior written consent of the General Partner.

                                   ADDITIONAL SUBSCRIPTIONS

        After the required initial minimum investment in the Partnership, Limited Partners may make
additional investments in the Partnership of not less than $5,000 per subscription, provided that, at the
time of the subscription for additional Units, the Limited Partner is an accredited investor or previously
invested in and continues to hold Units having an aggregate initial acquisition cost or current net asset
value of at least $150,000. The General Partner may, in its sole discretion, at any time and from time to
time, permit additional investments of lesser amounts. At the time of making each additional investment
in the Partnership, each investor will be deemed to have repeated the covenants and representations
contained in the subscription form delivered by the investor at the time of the initial subscription unless a
new subscription form is signed and received by the Investment Manager.

                             DISTRIBUTIONS AND COMPUTATION
                         AND ALLOCATION OF NET PROFITS OR LOSSES

Distributions

       Distributions will be made to holders of Units only at such times and in such manner and amounts
as may be determined in the discretion of the General Partner. The Partnership does not anticipate
making distributions to Limited Partners.

Computation and Allocation of Net Profits or Losses and Taxable Income or Loss

         A capital account will be established for the General Partner and each Limited Partner
(collectively, the "Partners" and individually, a "Partner"). The initial balance of each Partner's capital
account will be the amount of the Partner's initial contribution to the capital of the Partnership.

        Net profits and losses will be determined by the General Partner in accordance with Canadian
generally accepted accounting principles. Net profits and losses of the Partnership for any fiscal year will
be allocated as to 99.999% to the Limited Partners and as to 0.001% to the General Partner.

        The Partnership will allocate its taxable income or loss calculated in accordance with the
provisions of the Tax Act to Limited Partners in the same manner as net profits and losses will be
allocated.



Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                   - 31 -

         Where in the course of any fiscal year, Units are purchased or redeemed by one or more Limited
Partners or acquired from the Partnership, the General Partner may adopt an allocation policy intended to
allocate income and loss for tax purposes in such manner as to account for Units which are purchased or
redeemed throughout such fiscal year. To such end, any person who was a Limited Partner at any time
during the fiscal year but who has redeemed or transferred all of their Units before the last day of such
fiscal year may be deemed to be a Limited Partner on the last day of such fiscal year for the purpose of
subsection 96(1.1) of the Tax Act (or any successor or similar provision) and income or loss may be
allocated to such former Limited Partner.

                                      REDEMPTION OF UNITS

         An investment in Units is intended to be a long-term investment. However, Limited Partners may
request that Class A Units or Class F Units which they have held for at least three months, or such shorter
period as the General Partner may determine in its sole discretion, or Class T Units at any time, be
redeemed at their net asset value per Unit for the applicable class and series (determined in accordance
with the Limited Partnership Agreement) on any Valuation Date, provided that the request for redemption
is received by the Investment Manager at least 30 days prior to such Valuation Date.

        There will be deducted from the redemption proceeds otherwise payable, for Units that are
tendered for redemption within six months of purchase, any accrued performance fees as well as an
amount equal to 3% of the net asset value of such Units (the "Early Redemption Deduction") in respect
of Class A Units and Class F Units. The Early Redemption Deduction shall be retained by the
Partnership.

          If a redeeming Limited Partner owns Units of more than one series, Units will be redeemed on a
"first in, first out" basis, meaning that Units of the earliest series owned by the Limited Partner will be
redeemed first, at the redemption price for Units of such series, until such Limited Partner no longer owns
Units of such series (although this policy may be amended without prior notice to the Limited Partners
depending on tax considerations).

        Payment of the redemption amount will be paid to the redeeming Limited Partner not later than
the 30th day following the applicable Valuation Date upon which such redemption is effective.

         However if, on any redemption date, the General Partner has received requests to redeem 10% or
more of the outstanding Units, payment of the redemption price may be deferred, in the General Partner’s
sole discretion, until the next Valuation Date. Such deferral may also occur if, in the sole judgment of the
General Partner, such extra time is warranted to facilitate the orderly liquidation of security positions to
fund such redemption. If a partial redemption takes place on a Valuation Date, then the redemption will
be effected on a pro rata basis across all Limited Partners who requested redemptions on that date. The
redemption price will be adjusted by changes in the applicable Partnership's net asset value per Unit
during this period and calculated on each payment date in respect of the payment to be made on such date.

        The General Partner has the sole discretion to accept or reject redemption requests. The General
Partner may suspend redemptions (either in whole or in part) at any time where the General Partner is of
the opinion, in its sole discretion, that there are insufficient liquid assets in the Partnership to fund such
redemptions or that the liquidation of assets would be to the detriment of the Partnership generally. The
General Partner may suspend redemption rights for any period when normal trading is suspended on any
stock exchange, options exchange or futures exchange on which securities or derivatives are traded
which, in the aggregate, represent more than 50% of the net asset value (or underlying market exposure)
of the Partnership.

Confidential Offering Memorandum                                                                 Investors’ Copy
Sentry Market Neutral L.P.                                                                       August 16, 2010
                                                     - 32 -

         Holders of Class T Units are not subject to the above redemption restrictions unless required
under any applicable securities legislation or under any exemptive relief granted by the local securities
authorities from such securities legislation. The General Partner may also suspend the calculation of the
net asset value per Class T Unit, and the right to redeem Class T Units, at such other times as would be
permitted if the Partnership were subject to National Instrument 81-102 Mutual Funds (as it may be
amended or replaced from time to time).

        At the option of the General Partner, payment of all or part of any redemption proceeds in respect
of Class A Units or F Units may be made in kind or partly in kind, as the General Partner shall determine
and direct.

        The General Partner may, at its option, redeem Units on 30 days’ written notice to Limited
Partners. In the event of such redemption, the management and performance fees and dealer service fees
will be accrued and payable as at the Valuation Date and deducted from the redemption proceeds paid to
the Limited Partners.

                                        TRANSFER OR RESALE

         As the Units offered by this Offering Memorandum are being distributed pursuant to exemptions
from the prospectus requirements of applicable securities legislation, the resale of these securities by
investors is subject to restrictions. An investor should refer to applicable provisions of securities
legislation and the Limited Partnership Agreement in consultation with a legal adviser. Furthermore, no
transfers of Units may be effected unless the General Partner, in its sole discretion, approves the transfer
and the proposed transferee. There is no market for these Units and no market is expected to develop,
therefore it may be difficult or even impossible for a purchaser to sell the Units.

        Subscribers are advised to consult with their advisers concerning restrictions on resale and are
further advised against reselling their Units until they have determined that any such resale is in
compliance with the requirements of applicable legislation and the Limited Partnership Agreement.

                                      FINANCIAL DISCLOSURE

        Deloitte & Touche LLP, Chartered Accountants, Toronto, Ontario are the auditors of the
Partnership.

         Within 90 days after the end of each fiscal year, the General Partner will forward to each Limited
Partner who has requested same audited financial statements for such fiscal year, including a calculation
of net asset value per Unit of the relevant class and series. Within 60 days after the end of the first six
months of each fiscal year, the General Partner will forward to each Limited Partner who has requested
same unaudited financial statements for such period, including a calculation of net asset value per Unit of
the relevant class and series.

         Furthermore, regular financial disclosure will be provided to each Limited Partner by the Limited
Partner’s dealer. For example, if the Investment Manager is the dealer through whom Units are purchased,
the Investment Manager must provide a statement at least quarterly (monthly, if requested or if a
transaction occurred during the month) showing, for each transaction made for the Limited Partner during
the period: (i) the date of the transaction; (ii) whether the transaction was a purchase, sale or transfer; (iii)
the number of Units purchased or sold; (iv) the price per Unit paid or received by the Limited Partner; and
(v) the total value of the transaction. The statement must also show, as at the end of the period: (i) the
number of Units held, (ii) the price per Unit and (iii) the total value of the Units held.

Confidential Offering Memorandum                                                                    Investors’ Copy
Sentry Market Neutral L.P.                                                                          August 16, 2010
                                                    - 33 -


                                   LIABILITY OF LIMITED PARTNERS

         Under the laws of those provinces and territories of Canada in which Units are being offered, a
limited partner of a limited partnership organized under the laws of the Province of Ontario generally will
not be liable, subject to certain exceptions, for the obligations of the partnership except in respect of the
amount of property that such limited partner contributes or agrees to contribute to the capital of the
partnership. A limited partner may not have such limited liability: (i) if the limited partner is also a
general partner of the limited partnership; (ii) if the limited partner's surname or a significant part of the
corporate name of the limited partner appears in the firm name of the limited partnership; (iii) if the
limited partner takes part in the control of the business of the limited partnership; or (iv) if a record of
limited partners contains a false statement which is relied upon by a person suffering loss and such
limited partner became aware that the statement was false or misleading and failed within a reasonable
time to take steps to have the record of limited partners corrected. As well, a limited partner holds as
trustee for the limited partnership specific property stated in the certificate or record of limited partnership
as contributed by such limited partner, but which has not in fact been contributed or which has been
wrongfully returned and money or other property wrongfully paid or conveyed to him, her or it on
account of his, her or its contribution. Where a limited partner has rightfully received the return, in whole
or in part, of the capital of his, her or its contribution, the limited partner is nevertheless liable to the
limited partnership for any sum, not in excess of that returned with interest, necessary to discharge the
limited partnership's liabilities to all creditors who extended credit or whose claims arose before such
return.

         Pursuant to the Limited Partnership Agreement, the General Partner has agreed to indemnify and
hold harmless each of the Limited Partners of the Partnership (including former Limited Partners) from
and against all costs, damages, liabilities or losses incurred resulting from not having limited liability, if
the limited liability is lost for or by reason of the negligence of the General Partner in performing its
duties and obligations under the Limited Partnership Agreement. The General Partner has further agreed
to indemnify the Partnership for any costs, damages, liabilities or losses incurred by the Partnership as a
result of an act in bad faith or wilful breach of duty by the General Partner or a reckless or negligent act
on the part of the General Partner pursuant to the Limited Partnership Agreement. The foregoing
indemnity will not extend to liabilities arising from a Limited Partner being called upon to return any
distributions paid to them (with interest), whether properly paid or paid in error. In addition, the General
Partner has only nominal assets.

          CANADIAN INCOME TAX CONSIDERATIONS AND CONSEQUENCES

         Investors are urged to consult with their tax advisers respecting the purchase, holding and
disposition of Units of the Partnership. Investors should be aware of the tax considerations and
consequences associated with an investment in a limited partnership generally and in an actively managed
investment pool in particular.

                                             RISK FACTORS

        An investment in the Partnership involves certain risks. An investment in the Partnership
is speculative and an investor in the Partnership may lose all or substantially all of his, her or its
investment. An investor should consider the following risk factors in evaluating the merits and
suitability of an investment in the Partnership. The following does not purport to be a summary of
all of the risks associated with an investment in the Partnership. Investors are encouraged to
discuss all potential risks associated with an investment in the Partnership with their professional
advisers. An investment in the Partnership is only suitable for sophisticated investors with a high
tolerance for risk and seeking capital appreciation over the long term. An investment in the
Confidential Offering Memorandum                                                                   Investors’ Copy
Sentry Market Neutral L.P.                                                                         August 16, 2010
                                                   - 34 -

Partnership is more suitable to diversify assets in a larger investment portfolio than as a core
portfolio holding.

         Among the risks of investing in the Partnership are the following:

Risks Associated with an Investment in the Partnership

Distribution and Allocations

        The Partnership is not required to distribute its profits. If the Partnership has taxable income for
Canadian federal income tax purposes for a fiscal year, such income will be allocated to the Limited
Partners in accordance with the provisions of the Limited Partnership Agreement as described under
"Distributions and Computation and Allocation of Net Profits or Losses" and will be required to be
included in computing their income for tax purposes, irrespective of the fact that profits may not have
been distributed to Limited Partners. Since Units may be acquired or redeemed on a monthly basis
(subject to the three month "hold period") and allocations of income and losses of the Partnership to
Limited Partners will only be made on an annual basis, such allocations to a particular Limited Partner
may not correspond to the economic gains and losses which such Limited Partner may experience.

Possible Loss of Limited Liability

        Under the LP Act, the General Partner has unlimited liability for the debts, liabilities, obligations
and losses of the Partnership to the extent that they exceed the assets of the Partnership. The liability of
each Limited Partner for the debts, liabilities, obligations and losses of the Partnership is limited to the
value of money or other property the Limited Partner has contributed or agreed to contribute to the
Partnership. In accordance with the LP Act, if a Limited Partner has received a return of all or part of the
Limited Partner’s contribution to the Partnership, the Limited Partner is nevertheless liable to the
Partnership, or where the Partnership is dissolved, to its creditors, for any amounts not in excess of the
amount returned with interest, necessary to discharge the liabilities of the Partnership to all creditors who
extended credit or whose claims arose before the return of the contribution. The limitation of liability of
a Limited Partner may be lost if a Limited Partner takes part in the control of the business of the
Partnership.

Repayment of Certain Distributions

        If the available assets of the Partnership are insufficient to discharge obligations to creditors
incurred by the Partnership, the Partnership may have a claim against a Limited Partner for the repayment
of any distributions or returns of contributions received by such Limited Partner (including upon
redemption of Units), to the extent that such obligations arose before the distributions or returns of
contributions sought to be recovered by the Partnership were paid. In the Limited Partnership Agreement,
each Limited Partner agrees to repay to the Partnership any such amount for which such Limited Partner
could be liable pursuant to applicable limited partnership legislation upon the request of the General
Partner. A Limited Partner who transfers his, her or its Units remains liable to make such repayments,
irrespective of whether his, her or its transferee becomes a substituted Limited Partner. See "Liability of
Limited Partners".

Limited Partners Not Entitled to Participate in Management

        Limited Partners will not be entitled to participate in the management or control of the
Partnership or its operations. Limited Partners will not have any input into the Partnership's trading. The
success or failure of the Partnership will ultimately depend on the investment of the assets of the

Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                   - 35 -

Partnership by the Investment Manager, with which the Limited Partners will not have any direct
dealings. The General Partner has the right to dissolve the Partnership. The Limited Partners do not have
such right. Limited Partners have very limited voting rights and do not have any authority or power to act
for or bind the Partnership. The General Partner may require any Limited Partner, at any time, to
withdraw, in whole or in part, from the Partnership.

Dependence of Investment Manager on Key Personnel

         The Investment Manager will depend, to a great extent, on the services of Sentry personnel in the
management and administration of the Partnership's trading activities. The loss of such services for any
reason could impair the ability of the Investment Manager to perform its investment management
activities on behalf of the Partnership.

Achievement of Investment Objectives and Reliance on Investment Manager

        The Partnership will be relying on the ability of the Investment Manager to actively manage the
assets of the Partnership. The Investment Manager will make the trading decisions and no assurance can
be given that the trading decisions made by the Investment Manager will prove successful. No assurance
can be given that the Partnership will achieve its investment objective or that it will not lose its capital
investment. There can be no assurance that satisfactory replacements for the Investment Manager will be
available, if needed. Termination of the Investment Management Agreement will not terminate the
Partnership, but will expose investors to the risks involved in whatever new investment management
arrangements the General Partner is able to negotiate. In addition, the liquidation of positions held for the
Partnership as a result of the termination of the Investment Management Agreement may cause
substantial losses to the Partnership.

Limited Operating History

         The Partnership was formed on September 15, 2004 and has limited operating history. Past
performance of the Partnership or other funds managed by the Investment Manager or its principals is not
indicative of future results. Further, the investment philosophy and strategies that the Investment
Manager employs in pursuit of the Partnership's investment objectives were not implemented or tested
before the establishment of the Partnership.

Performance Fees

         The Investment Manager is entitled to receive a performance-based fee. See "The Investment
Manager". A performance-based fee may create an incentive to engage in investments and investment
strategies which are riskier and more speculative than would be the case in the absence of such a fee.

Limited Ability to Liquidate Investment

        There is no formal market for the Units and one is not expected to develop. Approval of the
resale by the General Partner and satisfaction of certain requirements specified in the Limited Partnership
Agreement are required before any resale of Units. Accordingly, it is possible that Limited Partners may
not be able to resell their Units other than by way of redemption of their Units at any Valuation Date
which is subject to the limitations described under "Redemption of Units". This offering of Units is not
qualified by way of prospectus, and consequently the resale of Units is subject to restrictions under
applicable securities legislation.



Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                  - 36 -

Possible Effect of Redemptions

        Substantial redemptions of Units in a short period could require the Partnership to liquidate
positions more rapidly than otherwise desirable to raise the necessary cash to fund redemptions and
achieve a market position appropriately reflecting a smaller asset base. Redemptions will reduce the
overall size of the Partnership and may also reduce the investment opportunities available to the
Partnership and cause its expenses on a per Unit basis to increase. Such factors could adversely affect the
value of the Units redeemed and of the Units remaining outstanding. Alternatively, the Investment
Manager could be forced to suspend redemptions or defer redemption payments.

Monthly Calculations of Net Asset Value

         The net asset value per Unit is only calculated monthly. There may be a large degree of
fluctuation between each monthly calculation. As a result, an investor may experience a substantial
fluctuation in net asset value of the Partnership or Units by the time the investor is able to redeem.

Tax Liability

         Net asset value of the Partnership and net asset value per Unit will be marked to market and
therefore calculated on the basis of both realized trading gains and losses and accrued, unrealized gains
and losses. In computing each Limited Partner’s share of income or loss for tax purposes, only realized
gains and other factors, including the date of purchase or redemption of Units by a Limited Partner in a
fiscal year, will be taken into account. Therefore, the change in net asset value of a Limited Partner’s
Units may differ from his, her or its share of income and loss for tax purposes. Furthermore, investors
may be allocated income for tax purposes and not receive any cash distributions from the Partnership.

Potential Indemnification Obligations

         Under certain circumstances, the Partnership might be subject to significant indemnification
obligations in respect of the General Partner, the Investment Manager or certain parties related to them.
The Partnership will not carry any insurance to cover such potential obligations and none of the foregoing
parties will be insured for losses for which the Partnership has agreed to indemnify them. Any
indemnification paid by the Partnership would reduce the Partnership's net asset value and, by extension,
the net asset value of the Units.

Not a Public Mutual Fund

         The Partnership is not subject to the restrictions placed on public mutual funds to ensure
diversification and liquidity of the Partnership’s portfolio.

Valuation of the Partnership’s Investments

        Valuation of the Partnership’s securities and other investments may involve uncertainties and
judgmental determinations and, if such valuations should prove to be incorrect, the net asset value of the
Partnership could be adversely affected. Independent pricing information may not at times be available
regarding certain of the Partnership’s securities and other investments. Valuation determinations will be
made in good faith in accordance with the Limited Partnership Agreement.

       The Partnership may have some of its assets in investments, which, by their very nature, may be
extremely difficult to value accurately. To the extent that the value assigned by the Partnership to any
such investment differs from the actual value, the net asset value per Unit may be understated or

Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                  - 37 -

overstated, as the case may be. In light of the foregoing, there is a risk that a Limited Partner who
redeems all or part of his, her or its Units while the Partnership holds such investments will be paid an
amount less than such Limited Partner would otherwise be paid if the actual value of such investments is
higher than the value designated by the Partnership. Similarly, there is a risk that such Limited Partner
might, in effect, be overpaid if the actual value of such investments is lower than the value designated by
the Partnership. In addition, there is risk that an investment in the Partnership by a new Limited Partner
(or an additional investment by an existing Limited Partner) could dilute the value of such investments for
the other Limited Partners if the designated value of such investments is higher than the realizable value.
Further, there is risk that a new Limited Partner (or an existing Limited Partner that makes an additional
investment) could pay more than he, she or it might otherwise be entitled if the actual value of such
investments is lower than the realizable value. The Partnership does not intend to adjust the net asset
value of any class of Units retroactively.

Lack of Independent Experts Representing Limited Partners

         Each of the Partnership, the General Partner and the Investment Manager have consulted with a
single legal counsel regarding the formation and terms of the Partnership and the offering of Units. The
Limited Partners have not, however, been independently represented. Therefore, to the extent that the
Partnership, the Limited Partners or this offering could benefit by further independent review, such
benefit will not be available. Each prospective investor should consult his, her or its own legal, tax and
financial advisors regarding the desirability of purchasing Units and the suitability of investing in the
Partnership.

No Involvement of Unaffiliated Selling Agent

         The General Partner and Investment Manager are under common control and ownership.
Consequently, no outside selling agent unaffiliated with such parties has made any review or investigation
of the terms of this offering, the structure of the Partnership or the background of the General Partner and
Investment Manager.

Investment and Trading Risks in General

         All securities investments present a risk of loss of capital. The success of securities investments
may be affected by general economic and market conditions, such as interest rates, availability of credit,
inflation rates, currency movements, changes in laws and national and international political
circumstances. However, the Partnership's investment strategies seek to moderate this risk through
controlled investment techniques. However, there is no assurance that the Investment Manager will be
able to successfully implement such techniques. The Partnership's investment strategies may utilize
investment techniques and instruments such as futures and option transactions, margin transactions and
short sales which practices can, in certain circumstances, increase any losses. No guarantee or
representation is made that the Partnership’s investment program will be successful, and investment
results may vary substantially over time. To the extent that any counterparty with or through which the
Partnership engages in trading and maintains accounts does not segregate the Partnership's assets, the
Partnership will be subject to a risk of loss in the event of the insolvency of such person. Even where the
Partnership's assets are segregated, there is no guarantee that in the event of an insolvency, the
Partnership will be able to recover all of its assets.

Loss of Investment

        An investment in Units is speculative and is appropriate only for investors who have the capacity
to absorb a loss of some or all of their investment.
Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                  - 38 -

Using Borrowed Funds to Invest

        The use of leverage may not be suitable for all investors. Using borrowed money to finance the
purchase of Units involves greater risk than using cash resources only. If an investor borrows money to
purchase Units, the investor’s responsibility to repay the loan and pay interest as required by the terms of
the loan remains the same even if the value of the Units purchased declines.

Income

       An investment in the Partnership is not suitable for an investor seeking an income from such
investment. There is no assurance of any return on investment whatsoever.

Trading Errors

         In the course of carrying out trading and investing responsibilities on behalf of the Partnership,
employees of the Investment Manager may make "trading errors" — i.e., errors in executing specific
trading instructions. Examples of trading errors include: (i) buying or selling an investment asset at a
price or quantity that is inconsistent with the specific trading instructions generated by a particular
strategy; or (ii) buying rather than selling a particular investment asset (and vice versa). Trading errors
are an intrinsic factor in any complex investment process, and may occur notwithstanding the exercise of
due care and special procedures designed to prevent trading errors. Trading errors are, therefore,
distinguishable from errors in judgment, due diligence or other factors leading to a specific trading
instruction being generated, as well as from unauthorized trading or other improper conduct by employees
of the Investment Manager. Consequently, the Investment Manager will (unless the Investment Manager
otherwise determines) treat all trading errors (including those which result in losses and those which
result in gains) as for the account of the Partnership, unless they are the result of conduct by the
Investment Manager which is inconsistent with the Investment Manager's standard of care.

Custody Risk

        The Partnership does not control the custodianship of all of its securities. The banks or brokerage
firms selected to act as custodians may become insolvent, causing the Partnership to lose all or a portion
of the funds or securities held by those custodians. Consequently, the Partnership and therefore, the
Limited Partners, may suffer losses.

Charges to the Partnership

         The Partnership is obligated to pay administration fees, brokerage commissions and legal,
accounting, filing and other expenses regardless of whether the Partnership realizes profits. In addition,
the Partnership may pay a performance fee to the Investment Manager upon a mid-year redemption in a
fiscal year in which there is a net loss for such year.

Possible Negative Impact of Regulation of Hedge Funds

        The regulatory environment for hedge funds is evolving and changes to it may adversely affect
the Partnership. To the extent that regulators adopt practices of regulatory oversight in the area of hedge
funds that create additional compliance, transaction, disclosure or other costs for hedge funds, returns of
the Partnership may be negatively affected. In addition, the regulatory or tax environment for derivative
and related instruments is evolving and may be subject to modification by government or judicial action
that may adversely affect the value of the investments held by the Partnership. The effect of any future
regulatory or tax change on the portfolio of the Partnership is impossible to predict.

Confidential Offering Memorandum                                                               Investors’ Copy
Sentry Market Neutral L.P.                                                                     August 16, 2010
                                                   - 39 -

Legal, Tax and Regulatory Risks

        Legal, tax and regulatory changes to legislation or administrative practices may occur that could
adversely affect the Partnership or Limited Partners. In particular, the tax treatment of derivatives is
evolving and may result in treatment which adversely affects the value of derivatives held by the
Partnership.

Risks Associated with the Partnership’s Underlying Investments

General Economic and Market Conditions

         The success of the Partnership’s activities may be affected by general economic and market
conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in
laws, and national and international political circumstances. These factors may affect the level and
volatility of securities prices and the liquidity of the Partnership’s investments. Unexpected volatility or
illiquidity could impair the Partnership’s profitability or result in losses.

Commodity Price Volatility

         The Partnership is subject to risks inherent in investments in commodities, commodity futures,
options on commodities and securities of issuers whose businesses are affected by the world market price
of commodities. Prices of commodities are subject to volatile price movements over short periods of time
and are affected by numerous factors including global and regional demands; sales and purchases of
commodities; levels of production; costs of production; and speculative activities. Prices of commodities
may also be affected by macroeconomic factors, including expectations of the future rate of inflation; the
strength of and confidence in the US dollar, the currency in which many of the commodities are quoted,
and other currencies; currency exchange rates; interest rates; and global or regional political or economic
events. Commodities are generally priced in US currency and the value in Canadian currency of
securities and commodities owned by the Partnership will be affected by fluctuations in the exchange rate
between those currencies. Movement in the price of the commodities affects the value of the securities
which may be held by the Partnership.

        The value of the Units will be volatile generally, reflecting volatility of securities and
commodities in which the Partnership will invest, particularly to the degree that the portfolio may be
highly concentrated in one or several commodities.

Liquidity of Underlying Investments

         Some of the securities in which the Partnership intends to invest may be thinly traded. It is
possible that the Partnership may not be able to sell or repurchase significant portions of such positions
without facing substantially adverse prices. If the Partnership is required to transact in such securities
before its intended investment horizon, the performance of the Partnership could suffer.

         There can be no assurance that the Partnership will be able to dispose of its investments in order
to honour requests to redeem Units. At the option of the Investment Manager, payment of all or part of
any redemption proceeds may be made in the form of a pro rata portion of the Partnership's securities
portfolio. This could result in an investor receiving securities that are illiquid or difficult to sell.




Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                   - 40 -

Fixed Income Securities

         To the extent that the Partnership holds fixed income investments in its portfolio, it will be
influenced by financial market conditions and the general level of interest rates in Canada. In particular,
if fixed income investments are not held to maturity, the Partnership may suffer a loss at the time of sale
of such securities.

Equity Securities

        To the extent that the Partnership holds equity investments in its Portfolio, it will be influenced
by stock market conditions in those jurisdictions where the securities held by the Partnership are listed for
trading and by changes in the circumstances of the issuers whose securities are held by the Partnership.
Additionally, to the extent that the Partnership holds any foreign investments in its Portfolio, it will be
influenced by world political and economic factors and by the value of the Canadian dollar as measured
against foreign currencies which will be used in valuing the foreign investment positions held by the
Partnership.

Currency Risk

        Investment in securities denominated in a currency other than the Canadian dollar will be affected
by changes in the value of the Canadian dollar in relations to the value of the currency in which the
security is denominated. Thus, the value of securities within the Portfolio may be worth more or less
depending on their susceptibility to foreign exchange rates.

Foreign Investment Risk

         To the extent that the Partnership invests in securities of foreign issuers, it will be affected by
world economic factors and, in many cases, by the value of the Canadian dollar as measured against
foreign currencies. Obtaining complete information about potential investments from foreign markets
may also be of greater difficulty. Foreign issuers may not follow certain standards that are applicable in
North America, such as accounting, auditing, financial reporting and other disclosure requirements.
Political climates may differ, affecting stability and volatility in foreign markets. As a result, the
Partnership’s value may fluctuate to a greater degree by investing in foreign equities than if the
Partnership limited its investments to Canadian securities.

Emerging Markets

        The Partnership may invest in emerging markets. Investing in emerging markets involves
additional risks because companies in emerging markets may be less regulated and not subject to the same
standards, reporting practices and disclosure requirements that apply in more developed markets. In
addition, some emerging markets and legal systems may not adequately protect investor rights. Political
or social instability may affect the value of foreign securities held by the Partnership. Foreign securities
may be highly taxed and foreign governments may impose exchange controls that prevent the Partnership
from taking money out of the country. Finally, companies in emerging markets are often relatively small,
lack lengthy operating histories, have limited product lines, markets and financial resources, and are often
traded only through foreign stock exchanges.

Counterparty and Settlement Risk

       While the Investment Manager maintains policies and procedures in respect of counterparty risk
and monitors the risk ratings of its counterparties from time to time, the Partnership remains subject to the

Confidential Offering Memorandum                                                                Investors’ Copy
Sentry Market Neutral L.P.                                                                      August 16, 2010
                                                    - 41 -

credit risk that the counterparties (whether a clearing corporation, in the case of exchange traded
instruments, or other third party, in the case of OTC instruments) may be unable to meet their respective
obligations and that the Partnership may incur losses as a result.

          As a normal course part of the Partnership’s investment strategy, the Partnership will effect
transactions in the "interdealer" and/or "over the counter" markets. The participants in such markets are
typically not subject to same level of credit evaluation and regulatory oversight as are members of
"exchange based" markets. This exposes the Partnership to the risk that a counterparty will not settle a
transaction in accordance with its terms and conditions because of a dispute over the terms of the contract
(whether or not bona fide) or because of a credit or liquidity problem, thus causing the Partnership to
suffer a loss. In addition, in the case of a default, the Partnership could become subject to adverse market
movements while replacement transactions are executed. Such "counterparty risk" is accentuated for
contracts with longer maturities where events may intervene to prevent settlement, or where the
Partnership has concentrated its transactions with a single or small group of counterparties. The
Partnership is not restricted from dealing with any particular counterparty or from concentrating any or all
of its transactions with one counterparty.

Options

        Selling call and put options is a highly specialized activity and entails greater than ordinary
investment risk. The risk of loss when purchasing an option is limited to the amount of the purchase price
of the option, however the value of an investment in an option may be subject to greater fluctuation than
an investment in the underlying security. In the case of the sale of an uncovered option there can be
potential for an unlimited loss. To some extent this risk may be hedged by the purchase or sale of the
underlying security.

Trading Costs

        The Partnership may engage in a high rate of trading activity resulting in correspondingly high
costs being borne by the Partnership.

Credit Market Disruptions

         From time to time, the credit markets are subject to periods in which there is a severe contraction
of both liquidity and available leverage. The combination of these two factors can result in leveraged
strategies being required to sell positions – typically at highly disadvantageous prices – in order to meet
margin requirements, contributing to a general decline in a wide range of different securities. Illiquidity
can be particularly damaging to leveraged strategies because of the essentially discretionary ability of
dealers to raise margin requirements, requiring leveraged strategy to attempt to sell positions to comply
with such requirements at a time when there are effectively no buyers in the market at all or at any but
highly distressed prices. In 1994, 1998 and 2008-2009, these market conditions have resulted in major
losses to a substantial number of private investment funds. Such conditions although unpredictable can be
expected to recur.

Risks Associated with Special Techniques

Short Positions

         When the Partnership engages in short sales, the Partnership borrows securities from a broker and
sells the borrowed securities. There is an obligation to deliver to the broker securities that are identical to
the securities sold short and will be subject to the risk of loss, which may be significant, if the market

Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                    - 42 -

value of the securities sold short plus related transaction costs exceed the proceeds to the Partnership from
the short sale. Cash and securities are pledged to secure the short sale obligations of the Partnership. In
the event of an increase in the market value of the securities sold short, additional cash or convertible
securities will be transferred to the margin account in order to meet such obligations. Also, a borrow may
become unavailable or unreasonably expensive, and thus force the untimely covering (i.e. repurchase) of
short positions at inopportune times and/or higher prices. A short sale involves the theoretically unlimited
risk of an increase in the market price of the security sold short, which, except in the case of a short sale
"against the box", would result in a theoretically unlimited loss.

Indebtedness and Leverage

         The Partnership will be entitled to, and intends to, leverage its investment positions by borrowing
funds from and/or entering into derivative positions with financial institutions or others, selling securities
short or using repurchase agreements or securities lending agreements. Such indebtedness will be secured
by the assets of the Partnership. This type of leverage may provide the Partnership with the opportunity
for greater capital appreciation but, at the same time, will increase the Partnership's exposure to capital
risk and higher current expenses. There can be no assurance that such a strategy will enhance returns, and
such strategy may reduce returns. The ability of the Partnership to incur indebtedness may increase losses
in the event that securities purchased with the borrowed funds decline in value, or in the event that
securities in respect of which uncovered short sales are made increase in value. Also, in the case of
borrowing, the level of interest rates will affect the returns of the Partnership. Interest costs incurred in
connection with the use of leverage may not be recovered by income or the appreciation in the assets
purchased and will be lost in the event that the market value of the securities declines.

Concentrated Portfolio

         The Partnership assets will likely be invested in a focused portfolio. As such the invested funds
will likely be "non-diversified" meaning that the Partnership will likely invest its assets in a smaller
number of companies than many other funds. As a result, the investment of the Limited Partners has the
risk that changes in the value of a single security may have a significant effect, either negative or positive,
on the Partnership's net asset value. An investment in the Partnership may also be more susceptible to a
single economic, political or regulatory occurrence.

Hedging

        Although a hedge is intended to reduce risk, it does not eliminate risk entirely. A hedging
strategy may not be effective. A hedge can result in a loss in the case of an extraordinary event. There
are several such possible cases including, but not limited to: (i) a cease trade order being issued in respect
of the underlying security; (ii) the inability to maintain a short position due to the repurchase or
redemption of securities by the issuing company; (iii) disappearance of any conversion premium due to
premature redemptions, changes in conversion terms or changes in an issuer’s dividend policy; (iv) credit
quality considerations, such as bond defaults; and (v) lack of liquidity during market panics. To protect
the Partnership’s capital against the occurrence of such events, the Investment Manager will attempt to
maintain a diversified portfolio of securities.

Trading in Derivatives

        The Partnership may use options and other derivatives to achieve its investment objectives. The
prices of derivative instruments can be highly volatile. The Partnership is subject to the risk of the failure
of the counterparties with which the trades are carried out. Should the securities pledged to brokers to
secure the Partnership's margin accounts decline in value, the Partnership could be subject to a "margin
Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                    - 43 -

call" and need to deposit additional funds with the broker or another counterparty, or suffer mandatory
liquidation of the pledged securities to compensate for the decline in value. In the event of a sudden drop
in the value of the Partnership's assets, the Partnership might not be able to liquidate assets quickly
enough to pay off its margin debt. When used for hedging purposes, an imperfect degree of correlation
between price movements of the derivative instrument and the investment sought to be hedged may
prevent the Partnership from achieving the intended hedge effect and could result in a loss. There is no
assurance that the Partnership will be able to close out a derivative position, especially in volatile markets.
If this happens, the Partnership could be unable to realize its profits or limit its losses.

Suspension of Trading

        Securities exchanges typically have the right to suspend or limit trading in any instrument traded
on the exchange. A suspension would render it impossible to liquidate positions and could thereby
expose the Partnership to losses.

                                     CONFLICTS OF INTEREST

        Applicable securities legislation requires that certain potential conflicts of interest be fully
disclosed to clients. Such potential conflicts are perceived to arise whenever a registrant such as the
Investment Manager participates in the distribution of securities of a related or connected issuer.

         In this case, because the Investment Manager is an affiliate of the General Partner and because
the Investment Manager earns fees from the ongoing management of the Portfolio, the Partnership is
considered both a related issuer and a connected issuer of the Investment Manager. Details of this
relationship and the fees earned by the Investment Manager are fully disclosed elsewhere in this Offering
Memorandum. A full statement of policies, which includes a list of related issuers, is available from the
Investment Manager.

         The Investment Manager acts, as at the date hereof, and will act in the future as investment
manager/adviser for/to other limited partnerships, investment funds and/or investors that may engage in
similar business activities or pursue the same investment opportunities as the Partnership. The Investment
Manager and its officers, directors, employees, consultants and affiliates may from time to time co-invest
with the Partnership on certain investments in private companies. Certain conflicts of interest may arise
from time to time in the management of such funds or investments and in assessing suitable investment
opportunities. It is a policy of the Investment Manager to allocate investment opportunities in a fair and
equitable manner. Officers of the Investment Manager and the General Partner will devote as much time
as is necessary for and exercise judgment accordance with fiduciary obligations to the management of the
business and affairs of the Partnership.

Statement of Related Registrants

         Mr. John F. Driscoll is a principal shareholder of the following advisers and/or dealers registered
in Canada: the Investment Manager and Sentry. In addition, certain officers and directors of the
Investment Manager are also officers and/or directors of Sentry. Although there is overlap among
directors and officers of these companies, all of these companies are operated as separate legal entities.
The Investment Manager seeks to carefully safeguard private information of its clients and customers and,
to that end, restricts access to personal information about such clients and customers to those employees
and other persons who need to know the information to enable them to provide services to such clients
and customers. Each employee of the Investment Manager is responsible for ensuring the confidentiality
of all personal information they may access.


Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                    - 44 -

Fairness Policy

         As a portfolio manager and investment fund manager, the Investment Manager and its employees
shall conduct themselves with integrity and honesty and act in an ethical manner in all of their dealings
with its clients (including the Partnership). The Investment Manager shall not knowingly participate or
assist in the violation of any statute or regulation governing securities and investment matters. The
responsible persons shall exercise reasonable supervision over subordinate employees subject to their
control to prevent any violation by such persons of applicable statutes or regulations. The Investment
Manager shall exercise diligence and thoroughness on taking an investment action on behalf of each
client and shall have a reasonable and adequate basis for such actions, supported by appropriate research
and investigations. Before initiating an investment transaction for a client, the Investment Manager will
consider its appropriateness and suitability. The Investment Manager will manage each account within
the guidelines established between the Investment Manager and the client. The Investment Manager shall
ensure that each client account is supervised separately and distinctly from other clients’ accounts. The
Investment Manager owes a duty to each client and, therefore, has an obligation to treat each client fairly.

         It may be determined, however, that the purchase or sale of a particular security is appropriate for
more than one client account, i.e. that particular client orders should be aggregated, such that in placing
orders for the purchase or sale of securities, the Investment Manager may pool one client’s order with that
of another client or clients. Simultaneously placing a number of separate, competing orders may
adversely affect the price of a security. Therefore, where appropriate, when bunching orders, and
allocating block purchases and block sales, it is the Investment Manager’s policy to treat all clients fairly
and to achieve an equitable distribution of bunched orders. All new issues of securities and block trades
of securities will be purchased for, or allocated amongst, all applicable accounts of the Investment
Manager’s clients in a manner the Investment Manager considers to be fair and equitable.

         In the course of managing a number of discretionary accounts, there may arise occasions when
the quantity of a security available at the same price is insufficient to satisfy the requirements of every
client, or the quantity of a security to be sold is too large to be completed at the same price. Similarly,
new issues of a security may be insufficient to satisfy the total requirements of all clients. Under such
conditions, as a general policy, and to the extent that no client will receive preferential treatment, the
Investment Manager will ensure:

     •   where orders are entered simultaneously for execution at the same price, or where a block trade is
         entered and partially filled, fills are allocated proportionately and equally on the amount of equity
         of each client’s account;

     •   where a block trade is filled at varying prices for a group of clients, fills are allocated on an
         average price basis;

     •   in the case of hot issues and initial public offerings, participation is split equally between clients
         based proportionately on the equity in each account;

     •   in the case of a new securities issue, where the allotment received is insufficient to meet the full
         requirements of all accounts on whose behalf orders have been placed, allocation is made on a
         pro rata basis. However, if such prorating should result in an inappropriately small position for a
         client, the allotment would be reallocated to another account. Depending on the number of new
         issues, over a period of time, every effort will be made to ensure that these prorating and
         reallocation policies result in fair and equal treatment of all clients, and


Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                  - 45 -

     •   trading commissions for block trades are allocated on a pro rata basis, in accordance with the
         foregoing trade allocation policies.

        Whichever method is chosen, it must be followed in the future where similar conditions exist.
Where it is impossible to achieve uniform treatment, every effort shall be made by the Investment
Manager and its employees to compensate at the next opportunity in order that every client, large or
small, over time, receives equitable treatment in the filling of orders.

        In allocating aggregated orders, the Investment Manager uses several criteria to determine the
order in which participating client accounts will receive an allocation thereof. Criteria for allocating
bunched orders include the current concentration of holdings of the industry in question in the account,
and, with respect to fixed income accounts, the mix of corporate and/or government securities in an
account and the duration of such securities.

        The Investment Manager may purchase or sell securities from or to other managed accounts
provided that all applicable securities laws are complied with.

       Transactions for clients shall have priority over personal transactions so that the Investment
Manager’s personal transactions do not act adversely to a client’s interest.

         The Investment Manager will at all times preserve confidentiality of information communicated
by a client concerning matters within the scope of a confidential relationship.

       The above sets out in general terms the standards of fairness that the Investment Manager and its
employees will exercise in its dealings with all of its clients.

Personal Trading

         The Investment Manager has adopted a policy to limit, monitor and, in certain instances, restrict
personal trading by the employees of the Investment Manager in order to ensure that there is no conflict
between such personal trading and the interests of the Funds and the Investment Manager’s or Sentry’s
other clients.

Referral Arrangements

         The Investment Manager may enter into referral arrangements whereby it pays a fee for the
referral of a client to the Investment Manager or to one of the funds it manages. No such payments will
be made unless all applicable securities laws are complied with.

Soft Dollar Arrangements

         Soft dollar arrangements occur when brokers have agreed to provide other services (relating to
research and trade execution) at no cost to the Investment Manager in exchange for brokerage business
from the Investment Manager’s managed accounts and investment funds. Although the brokers involved
in soft dollar arrangements do not necessarily charge the lowest brokerage commissions, the Investment
Manager will nonetheless enter into such arrangements when it is of the view that such brokers provide
best execution and/or the value of the research and other services exceeds any incremental commission
costs.
        The Investment Manager intends to enter into soft dollar arrangements in accordance with its
policies and procedures and applicable law when it is of the view that such arrangements are for the
benefit of its clients, however not all soft dollar arrangements will benefit all clients at all times.
Confidential Offering Memorandum                                                              Investors’ Copy
Sentry Market Neutral L.P.                                                                    August 16, 2010
                                                   - 46 -


               PROCEEDS OF CRIME (MONEY LAUNDERING) LEGISLATION

       In order to comply with Canadian legislation aimed at the prevention of money laundering, the
General Partner and/or the Investment Manager may require additional information concerning investors.

         If, as a result of any information or other matter which comes to the Investment Manager’s
attention, any director, officer or employee of the Investment Manager, or its professional advisers, knows
or suspects that an investor is engaged in money laundering, such person is required to report such
information or other matter to the Financial Transactions and Reports Analysis Centre of Canada and
such report shall not be treated as a breach of any restriction upon the disclosure of information imposed
by law or otherwise.

                         PURCHASERS' STATUTORY RIGHTS OF ACTION

         In addition to and without derogation from any right or remedy that a purchaser of the Units may
have at law, securities legislation in certain of the provinces of Canada provides that a purchaser has or
must be granted rights of rescission or damages, or both, where the offering memorandum and any
amendment thereto contains a misrepresentation. However, such rights and remedies, or notice with
respect thereto, must be exercised by the purchaser within the time limits prescribed by the applicable
securities legislation.

         As used herein, "Misrepresentation" means an untrue statement of a material fact or an omission
to state a material fact that is required to be stated or that is necessary to make any statement in the
offering memorandum or any amendment hereto not misleading in light of the circumstances in which it
was made. A "material fact" means a fact that significantly affects, or would reasonably be expected to
have a significant effect on, the market price or value of the Units.

        The following is a summary of the rights of rescission or damages, or both, available to investors
under the securities legislation of Ontario, Saskatchewan, Manitoba, Quebec, New Brunswick, Nova
Scotia, Newfoundland and Labrador and Prince Edward Island. Purchasers should refer to the applicable
provisions of the securities legislation of their province of residence for the particulars of these rights or
consult with a legal adviser.

Rights for Purchasers in Ontario

        If this Offering Memorandum, together with any amendment hereto, delivered to a purchaser of
Units resident in Ontario contains a Misrepresentation and it was a Misrepresentation at the time of
purchase of Units by such purchaser, the purchaser will have, without regard to whether the purchaser
relied on such Misrepresentation, a right of action against the Partnership for damages or, while still the
owner of the Units purchased by that purchaser, for rescission, in which case, if the purchaser elects to
exercise the right of rescission, the purchaser will have no right of action for damages against the
Partnership, provided that:

(a)      the Partnership shall not be held liable pursuant to such right of action if the Partnership proves
         the investor purchased the Units with knowledge of the Misrepresentation;

(b)      in an action for damages, the Partnership is not liable for all or any portion of such damages that
         it proves do not represent the depreciation in value of the Units acquired by the investor as a
         result of the Misrepresentation relied upon;


Confidential Offering Memorandum                                                                 Investors’ Copy
Sentry Market Neutral L.P.                                                                       August 16, 2010
                                                      - 47 -

(c)      the Partnership will not be liable for a Misrepresentation in forward-looking information if the
         Partnership proves that:

         (i)       this Offering Memorandum contains reasonable cautionary language identifying the
                   forward-looking information as such, and identifying material factors that could cause
                   actual results to differ materially from a conclusion, forecast or projection in the forward-
                   looking information, and a statement of material factors or assumptions that were applied
                   in drawing a conclusion or making a forecast or projection set out in the forward-looking
                   information; and

         (ii)      the Partnership has a reasonable basis for drawing the conclusion or making the forecasts
                   and projections set out in the forward-looking information;

(d)      in no case shall the amount recoverable pursuant to such right of action exceed the price at which
         the Units were offered to the investor; and

(e)      no action may be commenced to enforce such right of action more than:

         (i)       in the case of an action for rescission 180 days after the date of the acceptance of the
                   subscription by the Partnership; or

         (ii)      in the case of an action for damages, the earlier of:

                   (A)       180 days after the investor has knowledge of the Misrepresentation, or

                   (B)       three years after the date of the acceptance of the subscription by the General
                             Partner.

         The foregoing rights do not apply if the purchaser is:

(a)      a Canadian financial institution (as defined in National Instrument 45-106) or a Schedule III
         bank;

(b)      the Business Development Bank of Canada incorporated under the Business Development Bank of
         Canada Act (Canada); or

(c)      a subsidiary of any person referred to in paragraphs (a) and (b), if the person owns all of the
         voting securities of the subsidiary, except the voting securities required by law to be owned by
         directors of that subsidiary.

Rights for Purchasers in Saskatchewan

        If this Offering Memorandum or any amendment thereto or advertising or sales literature used in
connection therewith delivered to a purchaser resident in Saskatchewan contains a Misrepresentation, a
purchaser will be deemed to have relied upon that Misrepresentation and will have a right of action for
damages against the Partnership, the promoters and every person performing a function or occupying a
position with respect to the Partnership which is similar to that of a director of a company, and every
person who or company that sells the Units on behalf of the Partnership under this Offering Memorandum
or amendment thereto, or, alternatively, a purchaser may elect to exercise a right of rescission against the
Partnership, provided that among other limitations:


Confidential Offering Memorandum                                                                   Investors’ Copy
Sentry Market Neutral L.P.                                                                         August 16, 2010
                                                     - 48 -

(a)      no person or company is liable, nor does a right of rescission exist, where the person or company
         proves that the purchaser purchased the Units with knowledge of the Misrepresentation;

(b)      in an action for damages, no person or company will be liable for all or any portion of the
         damages that it proves do not represent the depreciation in value of the Units as a result of the
         Misrepresentation relied on;

(c)      in no case shall the amount recoverable exceed the price at which the limited partnership units
         were sold to the investor; and

(d)      no action shall be commenced to enforce these rights more than:

         (i)       in the case of an action for rescission, 180 days after the date of the transaction that gave
                   rise to the cause of action; or

         (ii)      in the case of any action, other than an action for rescission, the earlier of one year after
                   the purchaser first had knowledge of the facts giving rise to the cause of action or
                   six years after the date of the transaction that gave rise to the cause of action.

       A person or company is not liable in an action for a misrepresentation in forward-looking
information if the person or company proves that:

(a)      this Offering Memorandum contains, proximate to that information:

         (i)       reasonable cautionary language identifying the forward-looking information as such, and
                   identifying material factors that could cause actual results to differ materially from a
                   conclusion, forecast or projection in the forward-looking information; and

         (ii)      a statement of the material factors or assumptions that were applied in drawing a
                   conclusion or making a forecast or projection set out in the forward-looking information;
                   and

(b)      the person had a reasonable basis for drawing the conclusions or making the forecasts and
         projections set out in the forward-looking information.

         The Partnership shall amend the Offering Memorandum if the distribution of the Units has not
been completed and (i) there is a material change in the affairs of the Partnership, (ii) it is proposed that
the terms or conditions of the offering described in the Offering Memorandum be altered, or (iii) Units are
to be distributed in addition to the Units previously described in the Offering Memorandum. A purchaser
that receives an amended Offering Memorandum has the right to withdraw from the agreement to
purchase the Units by delivering a notice to the person who or company that is selling the Units,
indicating the purchaser’s intention not to be bound by the purchase agreement. A purchaser must deliver
the notice of withdrawal within two business days after receiving the amended Offering Memorandum.

       These rights are subject to certain defences as more particularly described in The Securities Act,
1988 (Saskatchewan).

Rights for Purchasers in Manitoba

       If this Offering Memorandum delivered to a purchaser of Units resident in Manitoba contains a
Misrepresentation and it was a Misrepresentation at the time of purchase of Units by such purchaser, the
purchaser will be deemed to have relied on such Misrepresentation and will have a right of action against
Confidential Offering Memorandum                                                                   Investors’ Copy
Sentry Market Neutral L.P.                                                                         August 16, 2010
                                                      - 49 -

the Partnership and every person performing a function or occupying a position with respect to the
Partnership which is similar to that of a director of a company, for damages or for rescission, in which
case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action
for damages against the Partnership, provided that among other limitations:

(a)      the Partnership will not be liable if it proves that the purchaser purchased the Units with
         knowledge of the Misrepresentation;

(b)      in the case of an action for damages, the Partnership will not be liable for all or any portion of the
         damages that it proves does not represent the depreciation in value of the Units as a result of the
         Misrepresentation;

(c)      other than with respect to the Partnership, no person or company is liable if the person or
         company proves:

         (i)       that this Offering Memorandum was sent to the purchaser without the person’s or
                   company’s knowledge or consent; and

         (ii)      that, after becoming aware that it was sent, the person or company promptly gave
                   reasonable notice to the Partnership that it was sent without the person’s or company’s
                   knowledge and consent;

(d)      other than with respect to the Partnership, no person or company is liable if the person or
         company proves that, after becoming aware of the Misrepresentation, the person or company
         withdrew the person’s or company’s consent to this Offering Memorandum and gave reasonable
         notice to the Partnership of the withdrawal and the reason for it;

(e)      other than with respect to the Partnership, no person or company is liable with respect to any part
         of this Offering Memorandum not purporting to be made on an expert’s authority and not
         purporting to be a copy of, or an extract from, an expert’s report, opinion or statement, unless the
         person or company:

         (i)       did not conduct an investigation sufficient to provide reasonable grounds for a belief that
                   there had been no Misrepresentation; or

         (ii)      believed there had been a Misrepresentation;

(f)      in no case will the amount recoverable in any action exceed the price at which the Units were sold
         to the purchaser; and

(g)      the right of action for rescission or damages will be exercisable only if the purchaser commences
         an action to enforce such right, not later than:

         (i)       in the case of an action for rescission, 180 days after the date of purchase of the Units; or

         (ii)      in the case of an action for damages, the earlier of (A) 180 days following the date the
                   purchaser first had knowledge of the Misrepresentation, and (B) two years after the date
                   of purchase of the Units.




Confidential Offering Memorandum                                                                    Investors’ Copy
Sentry Market Neutral L.P.                                                                          August 16, 2010
                                                     - 50 -

       A person or company is not liable in an action for a Misrepresentation in forward-looking
information if the person or company proves that:

(a)    this Offering Memorandum contains, proximate to that information:

         (i)       reasonable cautionary language identifying the forward-looking information as such, and
                   identifying material factors that could cause actual results to differ materially from a
                   conclusion, forecast or projection in the forward-looking information; and

         (ii)      a statement of the material factors or assumptions that were applied in drawing a
                   conclusion or making a forecast or projection set out in the forward-looking information;
                   and

(b)    the person or company had a reasonable basis for drawing the conclusions or making the forecasts
         and projections set out in the forward-looking information.

        If a Misrepresentation is contained in a record incorporated by reference in, or is deemed to be
incorporated into, this Offering Memorandum, the Misrepresentation is deemed to be contained in this
Offering Memorandum.

Rights for Purchasers in Québec

         Under legislation adopted but not yet in force in Québec, if this Offering Memorandum, together
with any amendment to this Offering Memorandum, delivered to a purchaser resident in Québec contains
a misrepresentation, the purchaser will have (i) a right of action for damages against the Partnership,
every person acting in a capacity with respect to the Partnership which is similar to that of a director of
officer of a company and the dealer (if any) under contract to the Partnership, or (ii) a right of action
against the Partnership for rescission of the purchase contract or revision of the price at which Units were
sold to the purchaser.

         No person or company will be liable if it proves that:

(a)      the purchaser purchased the Units with knowledge of the misrepresentation; or

(b)      in an action for damages, that it acted prudently and diligently (except in an action brought
         against the Partnership).

         No action may be commenced to enforce such a right of action:

(a)      for rescission or revision of price more than three years after the date of the purchase; or

(b)      for damages later than the earlier of:

         (i)       three years after the purchaser first had knowledge of the facts giving rise to the cause of
                   action, except on proof of tardy knowledge imputable to the negligence of the purchaser;
                   or

         (ii)      five years from the filing of this Offering Memorandum with the Autorité des marchés
                   financiers de Québec.

No person will be liable for a Misrepresentation in forward-looking information if the person proves that:

Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                      - 51 -

(a)      this Offering Memorandum contains, proximate to the forward-looking information, reasonable
         cautionary language identifying the forward-looking information as such, and identifying material
         factors that could cause actual results to differ materially from a conclusion, forecast or projection
         in the forward-looking information; and

(b)      the person has a reasonable basis for drawing the conclusion or making the forecasts and
         projections set out in the forward-looking information.

Rights for Purchasers in New Brunswick

         Where this Offering Memorandum, or any amendment hereto, contains a Misrepresentation, a
purchaser resident in New Brunswick to whom this Offering Memorandum has been delivered and who
purchases the Units shall be deemed to have relied upon such Misrepresentation if it was a
Misrepresentation at the time of purchase, and the purchaser has a right of action for damages against the
Partnership or the purchaser may elect to exercise a right of rescission against the Partnership, in which
case the purchaser shall have no right of action for damages against the Partnership, provided that, among
other limitations:

(a)      in an action for rescission or damages, the defendant will not be liable if it proves that the
         purchaser purchased the Units with knowledge of the Misrepresentation;

(b)      in an action for damages, the defendant is not liable for all or any portion of the damages that it
         proves do not represent the depreciation in value of the Units as a result of the Misrepresentation
         relied upon;

(c)      in no case shall the amount recoverable under the right of action described herein exceed the price
         at which the Units were offered;

(d)      a person is not liable in an action for a Misrepresentation in forward-looking information if the
         person proves all of the following:

         (i)       this Offering Memorandum contains, proximate to that information:

                   (I)       reasonable cautionary language identifying the forward-looking information as
                             such, and identifying material factors that could cause actual results to differ
                             materially from a conclusion, forecast or projection in the forward-looking
                             information; and

                   (II)      a statement of the material factors or assumptions that were applied in drawing a
                             conclusion or making a forecast or projection set out in the forward-looking
                             information; and

         (ii)      the person had a reasonable basis for drawing the conclusions or making the forecasts and
                   projections set out in the forward-looking information; and

(e)      No action shall be commenced to enforce these statutory rights of action more than:

          (i)      in an action for rescission, 180 days from the date of the transaction that gave rise to the
                    cause of action; or




Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                      - 52 -

          (ii)     in an action for damages, the earlier of: (i) one year after the purchaser first had
                    knowledge of the facts giving rise to the cause of action, or (ii) six years after the date of
                    the transaction that gave rise to the cause of action.

Rights for Purchasers in Nova Scotia

        Where this Offering Memorandum or any amendment hereto or any advertising or sales literature
contains a Misrepresentation, a purchaser resident in Nova Scotia to whom this Offering Memorandum
has been delivered and who purchases the Units shall be deemed to have relied upon such
Misrepresentation if it was a Misrepresentation at the time of purchase and the purchaser has a right of
action for damages against the Partnership and, subject to certain additional defences, against every
person acting in a capacity with respect to the Partnership which is similar to that of a director of a
company, or alternatively, may elect to exercise a right of rescission against the Partnership, provided
that, among other limitations:

(a)      in an action for rescission or damages, the defendant will not be liable if it proves that the
         purchaser purchased the Units with knowledge of the Misrepresentation;

(b)      in an action for damages, the defendant is not liable for all or any portion of the damages that it
         proves do not represent the depreciation in value of the Units as a result of the Misrepresentation
         relied upon;

(c)      in no case shall the amount recoverable under the right of action described herein exceed the price
         at which the Units were offered;

(d)      a person or company is not liable in an action for a Misrepresentation in forward-looking
         information if the person proves all of the following things:

         (i)       this Offering Memorandum contains, proximate to that information:

                   (I)       reasonable cautionary language identifying the forward-looking information as
                             such, and identifying material factors that could cause actual results to differ
                             materially from a conclusion, forecast or projection in the forward-looking
                             information; and

                   (II)      a statement of the material factors or assumptions that were applied in drawing a
                             conclusion or making a forecast or projection set out in the forward-looking
                             information; and

         (ii)      the person had a reasonable basis for drawing the conclusions or making the forecasts and
                   projections set out in the forward-looking information;

(e)      no person or company other than the Partnership is liable if the person or company proves that:

          (i)      this Offering Memorandum or the amendment to this Offering Memorandum was sent or
                    delivered to the purchaser without the person’s or company’s knowledge or consent and
                    that, on becoming aware of its delivery, the person or company gave reasonable general
                    notice that it was delivered without the person’s or company’s knowledge or consent; or

          (ii)     after delivery of this Offering Memorandum or the amendment to this Offering
                    Memorandum and before the purchase of the Units by the purchaser, on becoming aware

Confidential Offering Memorandum                                                                     Investors’ Copy
Sentry Market Neutral L.P.                                                                           August 16, 2010
                                                       - 53 -

                    of any Misrepresentation in this Offering Memorandum, or amendment to this Offering
                    Memorandum, the person or company withdrew the person’s or company’s consent to
                    this Offering Memorandum, or the amendment to this Offering Memorandum, and gave
                    reasonable general notice of the withdrawal and the reason for it; and

(f)      no action may be commenced to enforce a right of action more than 120 days:

          (i)       after the date on which payment was made for the Units; or

          (ii)      after the date on which the initial payment was made.

        If a Misrepresentation is contained in a record incorporated by reference in, or deemed
incorporated into, this Offering Memorandum or an amendment to this Offering Memorandum, the
Misrepresentation is deemed to be contained in this Offering Memorandum or an amendment to this
Offering Memorandum.

Rights for Purchasers in Newfoundland and Labrador

        If this Offering Memorandum, together with any amendment to this Offering Memorandum or
any record incorporated by reference in, or considered to be incorporated into this Offering Memorandum
contains a Misrepresentation and it was a Misrepresentation at the time of purchase, a purchaser in
Newfoundland and Labrador has, in addition to any other right that the purchaser may have under law and
without regard to whether the purchaser relied on the Misrepresentation, a right of action for damages
against the Partnership, and every person performing a function or occupying a position with respect to
the Partnership which is similar to that of a director of a company at the date of this Offering
Memorandum, for damages or, alternatively, while still the owner of the purchased Units, for rescission
against the Partnership (in which case the purchaser will cease to have a right of action for damages),
provided that:

(a)     no action shall be commenced to enforce the foregoing rights:

         (i)       in the case of an action for rescission, more than 180 days after the date of the transaction
                   that gave rise to the cause of action; or

         (ii)      in the case of any action, other than an action for rescission, the earlier of: (i) 180 days
                   after the purchaser first had knowledge of the facts giving rise to the cause of the action;
                   or (ii) three years after the date of the transaction that gave rise to the cause of the action;

(b)      no person or company will be liable if the person or company proves that the purchaser purchased
         the Units with knowledge of the Misrepresentation;

(c)     no person or company (other than the Partnership) will be liable if:

         (i)       the person or company proves that this Offering Memorandum was sent to the purchaser
                   without the person’s or company’s knowledge or consent and that, on becoming aware of
                   its being sent, the person or company promptly gave reasonable notice to the Partnership
                   that it was sent without the knowledge and consent of the person or company;

         (ii)      the person or company proves that the person or company, on becoming aware of any
                   Misrepresentation in this Offering Memorandum, withdrew the person’s or company’s


Confidential Offering Memorandum                                                                      Investors’ Copy
Sentry Market Neutral L.P.                                                                            August 16, 2010
                                                      - 54 -

                   consent to this Offering Memorandum and gave reasonable notice of the withdrawal to
                   the Partnership and the reason for it;

         (iii)     with respect to any part of this Offering Memorandum purporting to be made on the
                   authority of an expert or to be a copy of, or an extract from, a report, an opinion or
                   statement of an expert, the person or company proves that they did not have any
                   reasonable grounds to believe and did not believe that: (i) there had been a
                   Misrepresentation; or (ii) the relevant part of this Offering Memorandum did not fairly
                   represent the report, opinion or statement of the expert, or was not a fair copy of, or an
                   extract from, the report, opinion or statement of the expert; and

         (iv)      with respect to any part of this Offering Memorandum not purporting to be made on the
                   authority of an expert and not purporting to be a copy of, or an extract from, a report,
                   opinion or statement of an expert, unless the person or company (i) failed to conduct a
                   reasonable investigation to provide reasonable grounds for a belief that there had been no
                   Misrepresentation; or (ii) believed that there had been a Misrepresentation;

(d)      a person or company is not liable in an action for a Misrepresentation in forward-looking
         information if the person proves all of the following:

         (i)      this Offering Memorandum contains, proximate to that information:

                   (I)       reasonable cautionary language identifying the forward-looking information as
                             such, and identifying material factors that could cause actual results to differ
                             materially from a conclusion, forecast or projection in the forward-looking
                             information; and

                   (II)      a statement of the material factors or assumptions that were applied in drawing a
                             conclusion or making a forecast or projection set out in the forward-looking
                             information; and

         (ii)     the person had a reasonable basis for drawing the conclusions or making the forecasts and
                  projections set out in the forward-looking information;

(e)      in an action for damages, the defendant will not be liable for all or any part of the damages that it
         proves do not represent the depreciation in value of the Units as a result of the
         Misrepresentation; and

(f)      in no case shall the amount recoverable exceed the price at which the Units were offered to the
         purchaser under this Offering Memorandum.

Rights for Purchasers in Prince Edward Island

        If this Offering Memorandum, together with any amendment to this Offering Memorandum,
delivered to a purchaser resident in Prince Edward Island contains a Misrepresentation and it was a
Misrepresentation at the time of purchase, the purchaser will be deemed to have relied upon the
Misrepresentation and will have a right of action against the Partnership, and every person performing a
function or occupying a position with respect to the Partnership which is similar to that of a director of a
company at the date of this Offering Memorandum, for damages or, alternatively, while still the owner of
the Units, for rescission against the Partnership, provided that:

(a)      no action shall be commenced to enforce the foregoing rights:
Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010
                                                       - 55 -

         (i)       in the case of an action for rescission, more than 180 days after the date of the transaction
                   that gave rise to the cause of action; or

         (ii)      in the case of any action, other than an action for rescission, the earlier of (i) 180 days
                   after the purchaser first had knowledge of the facts giving rise to the cause of the action,
                   or (ii) three years after the date of the transaction that gave rise to the cause of the action;

(b)      no person or company will be liable if the person or company proves that the purchased the Units
         with knowledge of the Misrepresentation;

(c)      no person or company (other than the Partnership) will be liable if it proves that (i) the Offering
         Memorandum was delivered to the purchaser without the person’s or company’s knowledge or
         consent and that, on becoming aware of its delivery, the person or company gave reasonable
         general notice that it was delivered without the person’s or company’s knowledge or consent,
         (ii) after the delivery of the Offering Memorandum and before the purchase of the Units by the
         purchaser, on becoming aware of any Misrepresentation in the Offering Memorandum, the person
         or company withdrew the person’s or company’s consent to the Offering Memorandum and gave
         reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to any part
         of the Offering Memorandum purporting to be made on the authority of an expert or to be a copy
         of, or an extract from, a report, an opinion or a statement of an expert, the person or company had
         no reasonable grounds to believe and did not believe that there had been a Misrepresentation, or
         the relevant part of the Offering Memorandum did not fairly represent the report, opinion or
         statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or
         statement of the expert;

(d)      no person or company (other than the Partnership) will be liable with respect to any part of the
         Offering Memorandum not purporting to be made on the authority of an expert or to be a copy of,
         or an extract from, a report, an opinion or a statement of an expert unless the person or company
         (i) failed to conduct a reasonable investigation to provide reasonable grounds for a belief that
         there had been no Misrepresentation or (ii) believed that there had been a Misrepresentation;

(e)      a person is not liable in an action for a Misrepresentation in forward-looking information if:

         (i)       this Offering Memorandum contains, proximate to that information:

                   (I)       reasonable cautionary language identifying the forward-looking information as
                             such, and identifying material factors that could cause actual results to differ
                             materially from a conclusion, forecast or projection in the forward-looking
                             information; and

                   (II)      a statement of the material factors or assumptions that were applied in drawing a
                             conclusion or making a forecast or projection set out in the forward-looking
                             information; and

         (ii)      the person had a reasonable basis for drawing the conclusions or making the forecasts and
                   projections set out in the forward-looking information;

(f)      in an action for damages, the defendant will not be liable for all or any portion of the damages
         that it proves do not represent the depreciation in value of the Units as a result of the
         Misrepresentation relied upon; and


Confidential Offering Memorandum                                                                      Investors’ Copy
Sentry Market Neutral L.P.                                                                            August 16, 2010
                                                       - 56 -

(g)      in no case shall the amount recoverable exceed the price at which the Units were sold to the
         purchaser.

Rights for Purchasers in Northwest Territories, Yukon and Nunavut

         If this Offering Memorandum, together with any amendment to this Offering Memorandum,
delivered to a purchaser resident in the Northwest Territories, Yukon or Nunavut contains a
Misrepresentation and it was a Misrepresentation at the time of purchase, the purchaser will have, without
regard to whether the purchaser relied on the Misrepresentation, a right of action against the Partnership,
and every person performing a function or occupying a position with respect to the Partnership which is
similar to that of a director of a corporation at the date of this Offering Memorandum, for damages or,
alternatively, while still the owner of the Units, for rescission against the Partnership, provided that:

(a)      no action shall be commenced to enforce the foregoing rights:

         (i)       in the case of an action for rescission, more than 180 days after the date of the transaction
                   that gave rise to the cause of action; or

         (ii)      in the case of any action, other than an action for rescission, the earlier of (i) 180 days
                   after the purchaser first had knowledge of the facts giving rise to the cause of the action,
                   or (ii) three years after the date of the transaction that gave rise to the cause of the action;

(b)      no person or company will be liable if the person or company proves that the purchased the Units
         with knowledge of the Misrepresentation;

(c)      no person (other than the Partnership) will be liable if it proves that (i) the Offering Memorandum
         was delivered to the purchaser without the person’s knowledge or consent and that, on becoming
         aware of its delivery, the person gave reasonable general notice that it was delivered without the
         person’s knowledge or consent, (ii) after the delivery of the Offering Memorandum and before
         the purchase of the Units by the purchaser, on becoming aware of any Misrepresentation in the
         Offering Memorandum, the person withdrew the person’s consent to the Offering Memorandum
         and gave reasonable general notice of the withdrawal and the reason for it, or (iii) with respect to
         any part of the Offering Memorandum purporting to be made on the authority of an expert or to
         be a copy of, or an extract from, a report, an opinion or a statement of an expert, the had no
         reasonable grounds to believe and did not believe that there had been a Misrepresentation, or the
         relevant part of the Offering Memorandum did not fairly represent the report, opinion or
         statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or
         statement of the expert;

(d)      no person (other than the Partnership) will be liable with respect to any part of the Offering
         Memorandum not purporting to be made on the authority of an expert or to be a copy of, or an
         extract from, a report, an opinion or a statement of an expert unless the person (i) failed to
         conduct a reasonable investigation to provide reasonable grounds for a belief that there had been
         no Misrepresentation or (ii) believed that there had been a Misrepresentation;

(e)      a person is not liable in an action for a Misrepresentation in forward-looking information if:

         (i)       this Offering Memorandum contains, proximate to that information:

                   (I)       reasonable cautionary language identifying the forward-looking information as
                             such, and identifying material factors that could cause actual results to differ

Confidential Offering Memorandum                                                                      Investors’ Copy
Sentry Market Neutral L.P.                                                                            August 16, 2010
                                                      - 57 -

                             materially from a conclusion, forecast or projection in the forward-looking
                             information; and

                   (II)      a statement of the material factors or assumptions that were applied in drawing a
                             conclusion or making a forecast or projection set out in the forward-looking
                             information; and

         (ii)      the person had a reasonable basis for drawing the conclusions or making the forecasts or
                   projections set out in the forward-looking information;

(f)      in an action for damages, the defendant will not be liable for all or any portion of the damages
         that it proves do not represent the depreciation in value of the Units as a result of the
         Misrepresentation relied upon; and

(g)      in no case shall the amount recoverable exceed the price at which the Units were sold to the
         purchaser.

General

        The foregoing summaries are subject to any express provisions of the securities legislation of
each offering jurisdiction and the regulations, rules and policy statements thereunder and reference is
made thereto for the complete text of such provisions.

         The rights of action described herein are in addition to and without derogation from any other
right or remedy that a purchaser may have at law.


::ODMA\PCDOCS\TOR01\3901301\23




Confidential Offering Memorandum                                                                  Investors’ Copy
Sentry Market Neutral L.P.                                                                        August 16, 2010

				
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