E.D. Smith Income Fund obtains rectification order



    WINONA, ON, Sept. 12 /CNW/ - E.D. Smith Income Fund (TSX: JAM.UN) (the
"Fund") announced today that the Ontario Superior Court of Justice has granted
an Order rectifying certain documentation associated with transactions
completed by E.D. Smith Limited Partnership (the "Partnership") at the time of
the Fund's initial public offering in June, 2005. The effect of the Court's
Order is to correctly reflect the intention of the parties to these
transactions and avoid certain unintended income tax liabilities. As a
consequence, the Trustees of the Fund currently anticipate that the aggregate
cash purchase price to be received in respect of the sale of the operating
assets of the Fund to a subsidiary of TreeHouse Foods, Inc. ("TreeHouse") is
an amount which may be sufficient to result in cash to be received by
Unitholders of approximately $9.15 per unit. The purchaser has agreed to
reimburse the Fund up to $14.0 million in respect of transaction expenses and
the payment of certain other liabilities. The Trustees of the Fund currently
anticipate that the $14.0 million which the purchaser has agreed to reimburse
will be sufficient to pay all transaction expenses and liabilities of the
Fund, but if any unforeseen costs, expenses or liabilities (including costs
relating to the winding-up of the Fund, the Partnership and E.D. Smith
Operating Trust) arise, the actual amount available for distribution to
Unitholders may be reduced. The Fund, the Partnership and TreeHouse will
establish an escrow at the time of closing to ensure that all such unforeseen
costs, expenses or liabilities are satisfied. Payments of the proceeds to
Unitholders will be made in one or more distributions following Closing.
    The Closing of the sale transaction with TreeHouse remains subject to the
satisfaction of certain conditions precedent, including approval of the
transaction pursuant to the Investment Canada Act on terms satisfactory to
TreeHouse and certain other regulatory approvals and the approval of
Unitholders which is to be sought at a Special Meeting to be held on October
11, 2007. The Fund anticipates that it will file the Management Information
Circular and associated materials relating to the Special Meeting with the
securities regulatory authorities on or about September 18, 2007 and will mail
these materials to Unitholders shortly thereafter, in accordance with
applicable securities laws.

    About E.D. Smith Income Fund

    E.D. Smith Income Fund is an unincorporated, open-ended trust that owns
E.D. Smith & Sons, Limited (the "Company") and its subsidiaries. Founded in
1882 and headquartered in Winona, Ontario, E.D. Smith is a leading
manufacturer of a diverse portfolio of high quality branded and private label
food products. The Company 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 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.

    About TreeHouse Foods

    TreeHouse is a food manufacturer servicing primarily the retail grocery
and foodservice channels. Its products include pickles and related products;
non-dairy powdered coffee creamer; private label soup and infant feeding
products, salsa, Mexican sauces and other food products including aseptic
sauces, refrigerated salad dressings, and liquid non-dairy creamer. TreeHouse
believes it is the largest manufacturer of pickles and non-dairy powdered
creamer in the United States based on sales volume.

    Forward Looking Statements

    This press release contains "forward-looking information" as defined
under applicable securities law. Forward-looking information includes, but is
not limited to, statements with respect to the likelihood of concluding a
transaction pursuant to which TreeHouse will acquire all of the indirect
operating investments of the Fund and the amount that will be available for
distribution to unitholders of the Fund if a sale of the Fund's indirect
operating assets is in fact completed. In certain cases, forward-looking
information can be identified by the use of words such as "plans", "expects"
or "does not expect", "is expected", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or state
that certain actions, events or results "may", "could", "would", "might" or
"will be taken", "occur" or "be achieved". Forward-looking information
involves known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by
the forward-looking information. Such factors include, among others, the
uncertainty associated with the negotiation of a transaction to acquire all of
the Fund's issued and outstanding units. Although the Fund has attempted to
identify important factors that could cause actual actions, events or results
to differ materially from those described in forward-looking information,
there may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
statements. Accordingly, investors should not place undue reliance on
forward-looking information. Forward-looking information is provided as of the
date of this material change report, and the Fund assumes no obligation to
update or revise such information to reflect new events or circumstances.

    %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

Organization Profile

E.D. SMITH INCOME FUND

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