Co-Advised by Guardian and Middlefield

TORONTO, Aug. 31 /CNW/ - Middlefield Group, on behalf of GMIncome & Growth Fund ("GMI" or the "Fund"), is pleased to announce that it has filed a preliminary prospectus in relation to the initial public offering of Combined Units, each comprised of one Unit of the Fund and one Unit purchase warrant, at a price of $12.00 per Combined Unit. Each Warrant entitles the holder to purchase one Unit at a subscription price of $12.00 on or before 5:00 p.m. (Toronto time) on October 14, 2011. The Fund provides exposure to an actively managed diversified portfolio focused on the developing Canadian equity income sector.

Guardian Capital LP (GCLP) and Middlefield Capital Corporation (MCC) will act as Co-Advisors of the Fund. Led by John Priestman, GCLP and MCC have successfully co-advised several closed-end funds focused on the Canadian equity income sector since 2001. All of the closed-end funds for which GCLP and MCC act as co-advisors have paid distributions to date in accordance with their respective investment objectives.

The Co-Advisors believe that the Canadian equity income sector, which in their view is comprised of high-dividend paying equity securities such as dividend paying common shares, preferred shares and income trust units, currently offers attractive opportunities for both income and capital appreciation. In addition, it is the view of the Co-Advisors that the investor demand for securities comprising the Canadian equity income sector will continue to increase and that these securities will receive premium valuations.

GMI's investment objectives are to:

    (i)    pay monthly cash distributions to Unitholders initially targeted
           to be 7.0% per Unit per annum based on the original subscription
           price; and

    (ii)   maximize total returns for Unitholders, consisting of both cash
           distributions and capital appreciation, while reducing risk and
           preserving capital through active investment management.

GMI will seek to achieve its investment objectives by investing in an actively managed, diversified portfolio comprised primarily of Canadian dividend-paying common shares, preferred shares, income trust units and convertible debentures. The Portfolio will be comprised of equity securities and convertible debentures which, in the view of the Co-Advisors, are of high quality issuers and which generate sufficient dividends or interest payments to allow the Fund to achieve its investment objectives, as well as units of income trusts which, in the view of the Co-Advisors, are undervalued and/or may be taken over at a premium to their respective market prices.

Individuals investing in GMI will have the option of paying for Combined Units by cash or by exchanging securities of issuers listed in the preliminary prospectus. Prospective purchasers under the Exchange Option will be required to deposit their eligible exchange securities prior to 5:00 p.m. (Toronto time) on September 24, 2010 in the manner described in the preliminary prospectus.

The syndicate of agents is being co-led by CIBC World Markets Inc. and RBC Dominion Securities Inc. and includes BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc., GMP Securities L.P., Canaccord Genuity Corp., Dundee Securities Corporation, HSBC Securities (Canada) Inc., Raymond James Ltd., Macquarie Private Wealth Inc., Manulife Securities Incorporated, Wellington West Capital Markets Inc., Middlefield Capital Corporation and Worldsource Securities Inc.

A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces and territories of Canada. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from your IIROC registered financial advisor. There will be no sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.


For further information: For further information: please visit our website at or contact Nancy Tham, Managing Director, Sales and Marketing, at 416.847.5349 or at 1.888.890.1868

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