E.D. Smith Income Fund Completes Sale of Operating Assets to a Subsidiary of TreeHouse Foods, Inc.



    TORONTO, Oct. 15 /CNW/ - E.D. Smith Income Fund (the "Fund")
(TSX; JAM: UN) announced today that 0795167 B.C. Ltd. ("0795167"), a
wholly-owned subsidiary of TreeHouse Foods, Inc. ("TreeHouse"), has completed
its acquisition of all of the indirect operating assets of the Fund from E.D.
Smith Operating Trust (the "Trust") and E.D. Smith Limited Partnership (the
"Partnership") pursuant to the purchase and sale agreement dated June 24, 2007
(as amended) made among the Fund, the Trust, the Partnership, 0795167 and
TreeHouse.
    Based on a closing date of October 15, 2007, it is expected that TSX will
halt the Units at the opening of trading on October 17, 2007 and delist such
Units at the close of trading on October 17, 2007. Unitholders will receive a
payment of $9.055 per Unit (net of applicable withholding taxes) on or about
October 17, 2007 in respect of a Special Distribution and redemption of their
Units. The Fund has declared a Special Distribution of $2.324 per Unit (net of
any applicable withholding taxes) payable in cash on or about October 17,
2007. This Special Distribution includes the pro rata portion of the normal
monthly distribution of the Fund for the period October 1 to October 15, 2007.
In accordance with the Fund's Declaration of Trust, as amended, and following
the payment of the Special Distribution, all Units will be redeemed on
October 17, 2007 for an initial payment of $6.731 per Unit (net of any
applicable withholding taxes). As the Units trade in the book-based system of
CDS, and no individual certificates are issued (other than one held by CDS), a
beneficial owner of Units need not take any action in order to receive the
cash to which it is entitled.
    An amount equal to $0.12 per Unit has been deposited into escrow at
Closing with a third party escrow agent as a reserve against unforeseen costs,
expenses and liabilities. The Fund and TreeHouse have agreed to use their
respective best efforts to determine whether any of the escrowed amount is
required to pay unforeseen costs, expenses or liabilities within 45 days of
Closing. Any portion of the escrow amount which is not required to pay
unforeseen costs, expenses or liabilities will be paid to Unitholders as part
of the redemption price of their Units as soon as practicable following the
release of such amounts from escrow.
    Of the total payment of $9.055 to be made on October 17, 2007 plus the
portion of the $0.12 that is released from Escrow, it is estimated that
approximately $ 0.180 will be treated for tax purposes as the Unitholder's
share of the taxable portion of an allocated net capital gain, approximately
$0.180 will be treated for tax purposes as the Unitholder's share of the
non-taxable portion of such net capital gain, approximately $0.179 will be
treated for tax purposes as the Unitholder's share of undistributed income for
the year, approximately $1.785 will be a return of capital and the residual
will effectively be treated as the Unitholder's proceeds of disposition in
respect of each Unit. Unitholders will receive a tax information slip in
respect of the Fund's 2007 taxation year including the Special Distribution
which will reflect this treatment for tax purposes.

    About E.D. Smith Income Fund

    E.D. Smith Income Fund is an unincorporated, open-ended, limited purpose
trust that owns E.D. Smith & Sons, Limited and its subsidiaries. E.D. Smith is
a leading manufacturer of a broadly diverse portfolio of high quality branded
and private label food products. E.D. Smith, founded in 1882, markets and
distributes its products to the food retail and foodservice markets in Canada
and the U.S. The Company's products range from fruit-based products, which
include jams (including preserves, jellies, marmalades and spreads), pie
fillings, and ketchup, to sauces, which include pasta sauces, salsa, barbeque
sauces, specialty sauces and syrups, to pourable and spoonable salad dressings
and marinades.
    For further information about the Company, please visit our Internet site
at www.edsmith.com.

    Forward Looking Statements

    This press release includes certain forward-looking statements including,
without limitation, statements concerning the Fund's expectations with respect
to the payment of a Special Distribution, the redemption of all of the Units,
the winding up of the affairs of the Fund and projected costs. Forward-looking
statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate,"
"anticipate," "believe," "should," "plans," or "continue" or the negative
thereof or variations thereon or similar terminology. Although the Fund
believes that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations will prove to
be correct. These forward-looking statements are subject to a number of risks
and uncertainties, and actual results could differ materially from those
anticipated in these forward-looking statements.

    %SEDAR: 00022102E




For further information:

For further information: Bruce Smith, Executive Vice President & CFO, E.
D. Smith Income Fund, Tel: (905) 643-1211 ext. 5220, bsmith@edsmith.com;
Trevor Heisler, Investor Relations, The Equicom Group Inc., Tel: (416)
815-0700 ext. 270, theisler@equicomgroup.com

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E.D. SMITH INCOME FUND

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