STRATA Termination, Exchange Proposal and Distributions

TORONTO , Oct. 14 /CNW/ - Middlefield Group is pleased to announce its intention to provide an opportunity for the preferred securityholders and capital unitholders (collectively, the "Investors") of STRATA Income Fund ("STRATA") to continue their investment in the underlying fund, namely COMPASS Income Fund ("COMPASS"), when STRATA terminates on November 30, 2009 .

Investors may elect to receive units of COMPASS, valued as at November 30, 2009 , in lieu of receiving cash in satisfaction of all or a portion of the amount they would otherwise receive from STRATA upon its termination on December 14, 2009 .

COMPASS is a Toronto Stock Exchange ("TSX") listed closed-end investment fund that invests in a diversified portfolio comprised primarily of high yielding equity securities of issuers operating in various industries and geographical regions. COMPASS' annualized return since inception is 9.8% and its year-to-date total return to October 8, 2009 is 18.1%. COMPASS offers an annual redemption on November 30 at net asset value less costs. COMPASS trades on the TSX under the symbol CMZ.UN.

The value of COMPASS units issued to capital unitholders will be equivalent to a pro rata share of the net assets of STRATA remaining after payment or accrual of all debts and liabilities and liquidation expenses of STRATA. The capital units will be paid out in cash or in COMPASS units, or a combination thereof, at the capital unitholders' option, on December 14, 2009 .

The value of COMPASS units issued to preferred securityholders will be equivalent to the repayment price on the November 30, 2009 maturity date of the preferred securities. The repayment price will amount to $10.0994565 per preferred security on November 30, 2009 and will be paid in cash on November 30, 2009 or in COMPASS units on December 14, 2009 , or a combination thereof, at the securityholders' option.

Investors whose STRATA securities are registered in their name and who elect to receive COMPASS units must indicate such election by notifying MFL Management Limited ("MFL") by no later than 5:00 p.m. ( Toronto time) on November 20, 2009 (the "Election Deadline"). Investors who do not hold their STRATA securities in their own name, but rather under the name of a broker or an agent of that broker, must contact that broker or agent and notify them of their election to receive COMPASS units sufficiently in advance of the Election Deadline, in order for that broker or agent to provide proper instructions to its nominee (usually CDS Clearing and Depository Services Inc.) which in turn will notify MFL of the election.

Middlefield Group is also pleased to announce that the remaining distributions for the period to November 30, 2009 will be payable to capital unitholders of STRATA as follows:

    
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        Record Date          Payable Date            Amount
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        October 31, 2009     November 13, 2009       $0.05 per capital unit
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        November 30, 2009    December 7, 2009        $0.05 per capital unit
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Following the termination of STRATA, it is expected that COMPASS will pay distributions at the current annualized rate of $0.96 per COMPASS unit. Investors who elect to become unitholders of COMPASS will be entitled to the monthly distribution declared by COMPASS to unitholders of record on December 31, 2009 , which will be paid on January 15, 2010 . Such Investors who wish to participate in the distribution reinvestment plan (the "DRIP") of COMPASS will need to enroll in the DRIP.

The capital units and the preferred securities of STRATA trade on the TSX under the symbols STW.UN and STW.PR.A, respectively.

This press release contains forward-looking information. The forward-looking information contained in this press release is based on historical information concerning the distributions and dividends paid on the securities of issuers historically included in the portfolio of COMPASS, STRATA's sole investment. Actual future results, including the amount of distributions paid by STRATA and by COMPASS, may differ from the distribution amount. Specifically, the income from which distributions are paid may vary significantly due to: changes in portfolio composition of COMPASS; changes in distributions and dividends paid by issuers of securities included in the COMPASS portfolio from time to time; there being no assurance that those issuers will pay distributions or dividends on their securities; the declaration of distributions and dividends by issuers of securities included in the portfolio will generally depend upon various factors, including the financial condition of each issuer and general economic and stock market conditions; the level of borrowing by COMPASS; and the uncertainty of realizing capital gains. The risks, uncertainties and other factors that could influence actual results are described under "Risk Factors" in the COMPASS prospectus dated March 27, 2002 and other documents filed by COMPASS with the Canadian securities regulatory authorities. The forward-looking information contained in this press release constitutes the current estimate, as of the date of this press release, with respect to the matters covered hereby. Investors and others should not assume that any forward-looking statement contained in this press release represents the estimate as of any date other than the date of this press release.

For further information: please visit our website at www.middlefield.com or contact the undersigned: Nancy Tham, Senior Vice President, [phone]