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Press release from CNW Group

Compass Income Fund Completes Merger with GMIncome & Growth Fund

Thursday, December 22, 2011

Compass Income Fund Completes Merger with GMIncome & Growth Fund12:06 EST Thursday, December 22, 2011TORONTO, Dec. 22, 2011 /CNW/ - Middlefield Group is pleased to announce the successful completion, effective December 22, 2011 (the "Effective Date"), of the previously announced merger of Compass Income Fund and GMIncome & Growth Fund with Compass being the continuing fund.Pursuant to the merger each GMI unit held by GMI unitholders was automatically exchanged for 0.86725467 units of Compass, the continuing fund.  This exchange ratio was based on the relative net asset values, on an unrounded basis, of Compass and GMI as at the close of trading on the Toronto Stock Exchange on December 21, 2011 which were approximately $12.72 per unit and approximately $11.04 per unit, respectively.  The merger was effected on a tax-deferred "rollover" basis.Unitholders of GMI are not required to take any action in order to be recognized as a unitholder of Compass and to be in a position to trade units of Compass on the TSX. Former unitholders of GMI who wish to participate in the distribution reinvestment plan of Compass will need to enroll in the Compass DRIP.Unitholders of Compass are not required to take any action as they will automatically continue as unitholders of the continuing fund with each unit of Compass equal to one unit of the continuing fund.The units of Compass trade on the Toronto Stock Exchange under the symbol CMZ.UN.This press release may contain forward-looking information, including statements regarding fund assets resulting from the merger. These forward-looking statements are subject to various risks and uncertainties that could cause estimates to differ materially from the expectations expressed. The forward-looking information contained in this press release constitutes each fund's current estimate, as of the date of this press release, with respect to the matters covered hereby. Investors and others should not assume that any forward-looking statement contained in this press release represents each fund's estimate as of any date other than the date of this press release.For further information: For further information, please visit our website at www.middlefield.com or contact Nancy Tham, Managing Director, Sales and Marketing, at 416.847.5349 or toll-free at 1.888.890.1868.