Front Street U.S. MLP Income Fund Ltd.
TSX : MLP

Front Street U.S. MLP Income Fund Ltd.
Front Street Mutual Funds Limited

Front Street Mutual Funds Limited

October 29, 2015 17:45 ET

Front Street U.S. MLP Income Fund and Front Street Mutual Funds Limited: Proposed Merger and Shareholder Meetings

TORONTO, ONTARIO--(Marketwired - Oct. 29, 2015) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER U.S. WIRE SERVICES

Front Street U.S. MLP Income Fund Ltd. ("FSUSMLP") (TSX:MLP) and Front Street Mutual Funds Limited ("FSMFL" and together with FSUSMLP, the "Funds") and each of their manager, Front Street Capital 2004 (the "Manager"), have announced that special meetings of the holders of the equity shares, series C and the equity shares, series U of FSUSMLP; and of each series of each class of FSMFL (collectively, the "Shareholders"), will be held on December 21, 2015.

At the special meetings, Shareholders will be asked to consider the proposed merger (the "Merger") of FSUSMLP into Front Street MLP and Infrastructure Income Class (to be continued as Front Street MLP and Infrastructure Income Class) through the amalgamation of FSUSMLP and FSMFL to form a new amalgamated corporation, which will also be known as Front Street Mutual Funds Limited. FSUSMLP Shareholders will, on the date of the Merger, receive one series MC share of Front Street MLP and Infrastructure Class for each equity share, Series C of FSUSMLP and one series MU share of Front Street MLP and Infrastructure Class for each equity share, series U of FSUSMLP that they hold as at the close of business on the business day prior to the date of the Merger. Each Shareholder of FSMFL will be issued the same class and series of shares of Front Street Mutual Funds that they hold as at the close of business on the business day prior to the date of the Merger, and these shares will be identical in all respects to their current holdings.

The Manager and each of the Funds believe that given the elimination of certain tax benefits for investment funds that use forward purchase and sale agreements for tax purposes, which FSUSMLP used, it no longer makes sense to continue to operate both FSUSMLP and Front Street MLP and Infrastructure Class as FSUSMLP will no longer provide an additional tax benefit to Shareholders.

In connection with the Merger, FSUSMLP will extend the deadline for its Shareholders to provide redemption notices in connection with its regular annual redemption scheduled for November 30, 2015, such that redemption notices can be provided up to November 25, 2015.

The Merger is subject to receipt of all required regulatory approvals, and to the approval of the Shareholders at the special meetings. Assuming all such approvals are obtained, the Merger is expected to be completed on or about January 27, 2015.

Shareholders of record on November 9, 2015 will be entitled to receive notice of, and to vote, at the special meeting. An information circular containing details of the Merger will be mailed to such Shareholders on or about November 9, 2015. This information circular will also be available at www.sedar.com.

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