CI Financial Income Fund today announced an agreement under which CI has agreed to make a take-over bid for all of the outstanding shares of Rockwater Capital Corp. and Rockwater has agreed to support and facilitate the offer.

The The $251 million offer will be made at an offer price of $7.65 per Rockwater share. Rockwater shareholders can choose to be paid, at their election, in cash, CI units, or or a combination of cash and untis.

The offer, which is expected to close in late March 2007, will be conditional upon a minimum of 66 2/3% of the fully-diluted common shares being deposited, regulatory approvals and other customary conditions.

Rockwater’s board of directors has received a fairness opinion from Merrill Lynch Canada Inc. stating the offer is fair from a financial point of view to all shareholders of Rockwater. The board has agreed to support the offer and to recommend that shareholders accept the offer.

Rockwater’s directors and officers, representing in aggregate approximately 9% of Rockwater’s fully diluted shares, have agreed to support the offer and tender all shares to the bid.

“Members of the Board and senior management fully support this bid as we firmly believe it is beneficial to all our stakeholders,” said Robert Schultz, chairman of Rockwater, in a news release. “Our asset management and wealth management businesses will be a strategic fit with CI’s already established expertise in those areas. Our capital markets team will now have access to a broader distribution network and will benefit from a more substantial financial foundation.”

“Rockwater’s companies are an excellent fit with CI and present an attractive platform for growth while increasing our fee-earning assets to over $96 billion,” said Bill Holland, CI CEO. “We expect these firms and their clients to benefit from the backing of CI’s financial resources and our expertise in investment management, operations and technology.”

“The acquisition of Rockwater continues our strategy of expanding CI’s distribution capabilities and building increased scale in our asset management business,” Holland said. “In particular, through Rockwater’s subsidiary Blackmont Capital, we will be gaining an impressive roster of over 180 first-rate investment advisors with assets under administration of $9.4 billion, as well as adding a new dimension to our business with Blackmont’s sales and trading group and its research and investment banking operations.”

CI intends that, upon completion of the transaction, Blackmont Capital Inc. will be run under the leadership of Gerry Throop and Bruce Kagan.

KBSH Capital Management Inc., which currently has assets under management of approximately $3.6 billion, will be run as an independent business within the CI group of companies, maintaining its current team of investment professionals.

GMP Securities L.P. acted as the exclusive financial advisor to CI in its bid to purchase Rockwater.

Rockwater is an independent financial services company in three related businesses: investment counselling and portfolio management (KBSH Capital Management Inc.), retail investment management (Lakeview Asset Management Inc.) and a full service investment dealer (Blackmont Capital Inc.).