Press Releases

First Asset PowerGen Fund and FA Power Fund Announce Unitholder Meeting and Merger

TORONTO, March 25, 2008 - First Asset PowerGen Fund (TSX: PGT.UN) and FA Power Fund (TSX: PFA.UN) announce that special meetings of the Unitholders of each of the funds will be held on Wednesday, May 28, 2008. If required, adjourned meetings will be held on Tuesday, June 10, 2008.

At the special meetings, Unitholders of FA Power Fund will be asked to approve the merger of FA Power Fund into First Asset PowerGen Fund and Unitholders of First Asset PowerGen Fund will be asked to consider and approve certain amendments to its Trust Agreement that would result in:

  1. The addition of an annual redemption feature at net asset value less a 3% redemption fee payable to the manager commencing in January, 2009;
  2. The ability to employ leverage up to a maximum of 25% of its total assets; and
  3. An expanded scope of permitted investments that would include all forms of public and private power and energy related investments.

Unitholders of record on April 22, 2008 will be entitled to receive notice of and vote at the meetings. A copy of the Notice and Management Information Circular which details the matters to be considered at the meetings is also available on www.sedar.com.

First Asset PowerGen Fund ("PowerGen") also announces that it has received the required approvals to acquire the assets of First Asset Renewable Power Flow-Through Limited Partnership, First Asset Renewable Power Flow-Through LP II, First Asset Renewable Power Flow-Through LP III and First Asset Renewable Power Flow-Through LP IV (collectively, the "Partnerships") pursuant to a merger which is currently anticipated to be effected on or about April 15, 2008. Currently, the net asset value of the Partnerships is approximately $56 million. On a combined basis, the net asset value of PowerGen will be approximately $101 million.

Pursuant to this transaction, the assets and liabilities of the Partnerships will be exchanged for units of PowerGen at an exchange ratio based on the relative net asset values as at the time of the transaction. Holders of units of the Partnerships will become unitholders of PowerGen without taking any further action and will be entitled to notice and vote at the meeting referred to above. The costs incurred in connection with the transaction will be borne by First Asset.

Based on the close of market on March 20, 2008, PowerGen's net asset value per unit was $19.09, its market price was $15.20 and its current yield was approximately 9.5%.

For more information, please call Paul Dinelle (Executive Vice-President) at (416) 642-1289 or (877) 642-1289, or visit www.firstasset.com.