JOINT PRESS RELEASE - Merger of INDEXPLUS Income Fund and INDEXPLUS Dividend Fund

TORONTO, July 27, 2012 /CNW/ - Middlefield is pleased to announce its intention to merge INDEXPLUS Income Fund (the "Continuing Fund") (TSX: IDX.UN) and INDEXPLUS Dividend Fund (TSX: IDF.UN) with INDEXPLUS Income Fund being the Continuing Fund.  The merger is intended to combine two funds with substantially similar investment strategies and portfolio compositions in order to provide unitholders with the opportunity to hold units of a continuing fund that offers a larger market capitalization, increased trading liquidity and lower operating costs on a per unit basis.  All costs and expenses associated with the merger will be borne by the manager and not by the Funds.  As at June 30, 2012, INDEXPLUS Income Fund, which is co-advised by Guardian Capital LP and Middlefield Capital Corporation, has provided investors with an attractive total return since inception of more than 12% per annum.

Completion of the merger is expected to take place on or about December 19, 2012 (the date of completion being the "Effective Date") and is subject to satisfying all regulatory requirements and customary closing conditions. The merger will be effected on a tax-deferred "rollover" basis at an exchange ratio calculated as the net asset value per unit of INDEXPLUS Dividend Fund divided by the net asset value per unit of the Continuing Fund, determined as at the close of trading on the Toronto Stock Exchange on the business day immediately prior to the Effective Date.

Unitholders of INDEXPLUS Dividend Fund who do not wish to participate in the merger and become unitholders of the Continuing Fund will have the opportunity to redeem their units before the merger occurs. To this end, the deadline for unitholders to elect to participate in the August 31, 2012 redemption of INDEXPLUS Dividend Fund has been extended from August 2, 2012 to 5:00 pm (Toronto time) on August 24, 2012.  Surrendered units will be redeemed in accordance with the declaration of trust of INDEXPLUS Dividend Fund.

Certain statements in this press release may be viewed as forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, intentions, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects", "is expected", "anticipates", "plans", "estimates" or "intends" (or negative or grammatical variations thereof), or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements. Statements which may constitute forward-looking statements relate to: the proposed timing of the merger and expected completion thereof; the expected benefits of the merger; and the Funds that are proposed to be merged.  Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements including as a result of changes in the general economic and political environment, changes in applicable legislation, and the performance of each Fund. There are no assurances the Funds can fulfill such forward-looking statements and the Funds do not undertake any obligation to update such statements. Such forward-looking statements are only predictions; actual events or results may differ materially as a result of risks facing one or more of the Funds, some of which are beyond the control of the Funds.

SOURCE: INDEXPLUS Dividend Fund

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