E.D. Smith Income Fund Files Notice of Special Meeting and Management Information Circular.

    TORONTO, Sept. 18 /CNW/ - E.D. Smith Income Fund (the "Fund") (TSX; JAM:
UN) announced today that it has filed the Notice of Special Meeting and
Management Information Circular with the Canadian securities regulatory
authorities in connection with its previously announced Special Meeting. At
the Special Meeting the Fund's unitholders will be asked to consider, and if
deemed appropriate, approve: (i) the sale of the indirect operating assets of
the Fund to a wholly-owned subsidiary of TreeHouse Foods, Inc. ("TreeHouse")
and (ii) amendments to the constating documents of the Fund, E.D. Smith
Operating Trust (the "Trust") and E.D. Smith Limited Partnership (the
"Partnership") to provide for the redemption of the units held by unitholders
and the termination of the Fund, the Trust and the Partnership, all as more
fully described in the meeting materials.
    The Special Meeting of the Unitholders will be held in Toronto at
10:00 a.m. local time on Thursday, October 11, 2007 at TSX Gallery, the
Exchange Tower, 130 King Street West, Toronto, Ontario. The unitholders as of
the close of business on August 27, 2007, the record date for the Special
Meeting, are being sent the meeting materials and will be entitled to vote at
the Special Meeting.
    The Management Information Circular contains, among other things, the
recommendation of the Board of Trustees of the Fund that unitholders of the
Fund vote in favour of the proposed transaction, the reasons for the
recommendation of the Board of Trustees and the fairness opinion of Genuity
Capital Markets, financial advisor to the Fund.
    The Board expects that, after completion of the proposed transaction, up
to $9.15 in cash per unit (on a fully diluted basis) will be available to be
distributed to unitholders in one or more instalments, paid in part as a
distribution of gains, income and capital on the units and in part as the
redemption price on redemption of the units. The amount of the payments will
be determined by the Board after reviewing potential liabilities of the Fund
including costs of the proposed transaction and the subsequent termination of
the Fund, the Trust and the Partnership. Treehouse has agreed to pay up to
$14,000,000 in respect of transaction expenses and certain other liabilities.
The Trustees of the Fund currently anticipate that the $14,000,000 which
TreeHouse has agreed to pay will be sufficient to pay all transaction expenses
and liabilities but if any unforeseen cost, expenses or liability (including
costs related to the winding up of the Fund, the Trust and the Partnership)
arise the actual amount available for distribution to unitholders may be
reduced. The Fund and TreeHouse have agreed that an amount of $0.12 per unit
(on a fully diluted basis) from the cash proceeds of the proposed transaction
will be deposited into escrow at the time of closing to ensure that all such
unforeseen costs, expenses or liabilities are satisfied.
    Unitholders of the Fund are urged to carefully read the Management
Information Circular which contains important information regarding the
Special Meeting and the proposed transaction. Unitholders may obtain a copy of
the Management Information Circular (when available) on the SEDAR website at
www.sedar.com. The Management Information Circular is expected to be mailed to
the unitholders of the Fund in accordance with applicable securities laws.

    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

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