30 April 2007
EdgeStone Capital Partners to acquire operating business of Custom Direct Income Fund

TORONTO, April 30 /CNW/ - Custom Direct Income Fund (the Fund) (TSX: CDI.UN), a leading U.S. direct marketer and cheque provider, and a fund managed by EdgeStone Capital Partners (EdgeStone), one of Canada’s leading private equity firms, today announced that EdgeStone has entered into a definitive agreement to acquire all of the assets of the Fund, consisting of all of the outstanding shares of Custom Direct Canada Inc. and all of the outstanding notes of Custom Direct ULC currently held by the Fund. Custom Direct Canada Inc. and Custom Direct ULC own 100% of the common stock and 100% of the preferred stock, respectively, of Custom Direct, Inc.

Under the agreement, EdgeStone will acquire the Custom Direct Canada shares and Custom Direct ULC notes for CDN$199 million (US$178 million) in cash. EdgeStone will also fund the repayment of approximately US$37.5 million of Custom Direct debt upon the closing of the transaction. BNP PARIBAS (Canada) has agreed to provide fully underwritten debt financing in connection with this transaction. The proceeds of the sale equate to CDN$10.20 per unit of the Fund, which are expected to be paid by the Fund to its unitholders by way of redemption of the outstanding Fund units at a redemption amount of CDN$10.20 per Fund unit. Subsequent to such redemption of the outstanding Fund units, the Fund will be wound up. Custom Direct’s management is expected to continue managing the business following the consummation of the transaction.

The transaction, which is subject to approval by the Fund's unitholders by two-thirds of the votes cast at a special meeting, regulatory approval and other customary closing conditions, is expected to close near the end of the second quarter of 2007. The Fund has set May 7, 2007 as the record date for a special meeting of unitholders to approve the terms of the transaction and the wind up of the Fund. The special meeting of unitholders is expected to be held by the end of June. A termination fee of CDN$7.96 million is payable to EdgeStone by the Fund under certain circumstances.

The Fund’s financial advisor, Genuity Capital Markets, has provided an opinion to the Board of Trustees of the Fund that the consideration payable under the transaction is fair from a financial point of view to unitholders. The Fund’s Board of Trustees has unanimously determined that the Agreement and the proposed transaction are fair to and in the best interests of the Fund’s unitholders. Accordingly, the Board has unanimously recommended that the unitholders vote in favour of the special resolution to approve the proposed sale and the winding-up of the Fund. The sale of the Fund’s assets is the outcome of a previously announced review by the Board of alternatives for maximizing unitholder value, which included the undertaking of an active auction process.

The consideration being offered to unitholders in this transaction represents a premium of 40% to the volume weighted average trading price for the 20 days prior to the date of the announcement of Custom Direct’s examination of strategic alternatives.

“We believe this deal, combined with the distributions paid over the past nearly four years has provided our unitholders with a great return on their investment.” said John C. Browning, President and Chief Executive Officer of Custom Direct. “We are excited about partnering with EdgeStone to execute our strategic plan and grow the Custom Direct business. EdgeStone’s approach to partnering with strong organizations provides a great opportunity for the business and for our associates.” “EdgeStone is excited to be acquiring such a well-managed business as Custom Direct.” said Samuel L. Duboc, President and Managing Partner of EdgeStone. “We look forward to working with management on the next stage of the Company’s development.” Stephen O. Marshall, Partner of EdgeStone, added, “We believe that the Company is well-positioned to capitalize on its future growth opportunities.”

Unitholders should consult their own investment dealer, stockbroker, bank manager, accountant, lawyer or other professional advisor with respect to the proposed transaction, details of which will be contained in the management information circular. In particular, a unitholder that is not, and is not deemed to be resident in Canada should consult its own tax advisors with respect to the tax consequences of the redemption of Fund units under the transaction. Such considerations should include the application of the Canadian non-resident withholding tax at a rate of 25% (or a lower rate that may be available under an applicable tax treaty) on a non-resident unitholder’s share of any income or capital gains realized by the Fund as a result of the proposed transaction that is paid to the non-resident unitholder in connection with the redemption of the Fund’s units.

About EdgeStone
EdgeStone is one of Canada’s leading private equity firms and has managed in excess of CDN$2.3 billion of private capital on behalf of institutional and high net worth clients. EdgeStone provides capital, strategic direction and business and financial advice to help promising mid-market and early-stage companies achieve their full potential. EdgeStone leverages the resources of its broad business network and ensures an alignment of interests to achieve superior returns for all stakeholders. EdgeStone is one of the principal entities of the GMP Capital Trust group (TSX:GMP.UN).

About Custom Direct Income Fund
Custom Direct Income Fund indirectly holds 100% of the shares of common stock of Custom Direct. Based in Maryland and Arkansas, Custom Direct has been selling cheques, cheque-related accessories, and other products and services directly to consumers across the United States since 1992, and offers the industry's widest selection of cheque designs. Custom Direct is a direct marketer and the second largest participant in the direct-to-consumer segment of the U.S. cheque industry. The Fund acquired the Custom Direct business in connection with the Fund’s initial public offering in May 2003. For the year ended December 31, 2006, Custom Direct had revenues of US$114.8 million.

Further information can be found in the disclosure documents filed by Custom Direct Income Fund with available at www.sedar.com.

Advisors
Genuity Capital Markets is acting as financial advisor to the Fund and BMO Capital Markets is acting as financial advisor to EdgeStone. Torys LLP is acting as legal counsel to the Fund and Osler, Hoskin & Harcourt LLP is acting as legal counsel to EdgeStone.

Forward-Looking Statements
We make statements in this release that are considered forward-looking statements. Forward-looking information consists of disclosure regarding possible events, conditions or results that is based on assumptions about future economic conditions and courses of action. Forward-looking statements are identified by the use of such words as “may,” “could,” “should,” “would,” “anticipates,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “believes,” “suspects,” or words, phrases or expressions of similar wording. These statements reflect management’s current beliefs and are based on information currently available to management, but indicate management’s expectations of future growth, results of operations, business performance, and business prospects and opportunities. Any forward-looking statements made are as of the date of this release, and the Fund assumes no obligation to update or revise them to reflect new events or circumstances.

Forward-looking statements:
• involve significant risks and uncertainties,
• should not be read as guarantees of future performance or results, and
• will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved.

A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary from those expected. Given the uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements.

Contact
Brian D. Briggs
Senior Vice President - Finance and Chief Financial Officer
investorrelations@cdifund.com
866-712-7096
www.cdifund.com
TSX Symbol - CDI.UN