PROSPECTUS New Issue - Middlefield

1 25 JAN201315154177No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This PROSPECTUS constitutes a publicoffering of these securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell these securities. The securitiesoffered by this PROSPECTUS have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and, subject to certain exceptions,may not be offered or sold within the United States of America. See Plan of Distribution .PROSPECTUSNew IssueMarch 12, 2014$50,000,003 (maximum)(maximum 4,355,401 Offered Units)$ per Offered UnitGlobal Dividend Growers Income Fund (the Fund ), a non-redeemable investment fund governed under the laws of the Province of Alberta, hereby offersup to 4,355,401 trust units (the Offered Units ) at a price of $ per Offered Unit (the Offering ).

2 The Fund s investment objectives are to(i)provide holders of its trust units (the Units ) with stable monthly cash distributions and to grow distributions over time, and(ii)enhance long-term total return through capital appreciation of the Fund s investment portfolio,through an investment strategy which combines passive and active portfolio management and entails investing primarily in securities of global,including Canadian and , issuers which have exhibited strong dividend growth. See Investment Objectives .The Fund is managed by Middlefield Limited (in such capacity, the Manager ). Middlefield Capital Corporation (the Advisor ) provides investmentmanagement advice to the Fund. See Organization and Management Details of the Fund Manager of the Fund and Organization and ManagementDetails of the Fund The Advisor.

3 The head office of the Fund is located at 812 Memorial Drive , Calgary, Alberta, T2N : $ per Offered UnitMinimum Purchase: 100 Offered UnitsNet ProceedsPrice to the Public(1)Agents Feesto the Fund(2)Per Offered $ $ $ Maximum Offering(3)(4)(5)..$50,000,003$2,000,000 $48,000,003(1)The price per Offered Unit was established by negotiation between the Manager and the Agents (as defined below) and is equal to or exceeds thesum of the most recently calculated net asset value per Unit plus the Agents fees and the expected expenses of the Offering per Offered Unitpayable by the Fund.(2)Before deducting the expenses of the Offering, estimated to be $250,000 (and subject to a maximum of of the gross proceeds of the Offering),which, together with the Agents fees, will be paid by the Fund from the proceeds of the Offering.

4 (3)The Fund has granted to the Agents an option (the Over-Allotment Option ), exercisable for a period of 30 days from the closing of the Offering,to offer additional Offered Units in an amount up to 15% of the aggregate number of Offered Units sold on the closing of the Offering on the sameterms as set forth above. This PROSPECTUS also qualifies the grant of the Over-Allotment Option and the distribution of the Offered Units issuable onthe exercise of the Over-Allotment Option. Any investors who acquire Offered Units forming part of the Agents over-allocation position will acquirethose Offered Units under this PROSPECTUS , regardless of whether the over-allocation is ultimately filled through the exercise of the Over-AllotmentOption or through secondary market purchases. See Plan of Distribution.

5 (4)If the Over-Allotment Option is exercised in full, under the maximum Offering, the price to the public, the Agents fees and the net proceeds to theFund will be $57,500,002, $2,300,000 and $55,200,002, respectively.(5)There is no minimum amount that must be raised under this Offering. This means that the Fund could complete this Offering after raising only asmall proportion of the Offering amount set out Units are listed and posted for trading on the Toronto Stock Exchange (the TSX ) under the symbol . As of the close of business onMarch 11, 2014, being the last trading day prior to the date of this PROSPECTUS , the closing price of the Units on the TSX was $ per Unit and the Fund snet asset value per Unit was $ The TSX has conditionally approved the listing of the Offered Units.

6 Listing is subject to the Fund fulfilling all of therequirements of the TSX on or before May 22, 2014.(continued on next page)(continued from cover)There is no assurance that the Fund will be able to achieve its objectives or pay distributions equal to the Target Distribution Amount (as defined under Distribution Policy ) or at all. The Units may trade at a significant discount to the Fund s net asset value per Unit. See Risk Factors for a discussion ofvarious risk factors that should be considered by prospective purchasers of Units, including with respect to the use of World Markets Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., TD Securities Inc.,GMP Securities , Canaccord Genuity Corp.

7 , Raymond James Ltd., Middlefield Capital Corporation, Dundee Securities Ltd., Mackie Research CapitalCorporation and Manulife Securities Incorporated (collectively, the Agents ) conditionally offer the Offered Units, subject to prior sale, on a best effortsbasis, if, as and when issued by the Fund and accepted by the Agents in accordance with the conditions contained in the Agency Agreement referred tounder Plan of Distribution , and subject to the approval of certain legal matters by Fasken Martineau DuMoulin LLP on behalf of the Fund andMcCarthy T etrault LLP on behalf of the Agents. In connection with this Offering and in accordance with and subject to applicable laws, the Agents arepermitted to engage in transactions that stabilize or maintain the market price of the Units at levels other than those which might otherwise prevail on theopen market.

8 Such transactions, if commenced, may be discontinued at any time. Closing of the Offering is expected to occur on or about March 20, 2014and in any event no later than 90 days after the issuance of a receipt for the final PROSPECTUS . See Plan of Distribution . Middlefield Capital Corporation, which is one of the Agents and the Advisor, is an affiliate of Middlefield Limited, the trustee, the Manager and promoter ofthe Fund. Consequently, the Fund may be considered a related issuer and/or a connected issuer of Middlefield Capital Corporation under applicablesecurities legislation. Middlefield Capital Corporation will receive no benefit in connection with this Offering other than receiving from the Manager theadvisory fee payable to the Advisor and a portion of the service fee described under Fees and Expenses and receiving from the Fund a portion of theAgents fees.

9 In addition, the Fund is party to a loan facility with the Canadian bank affiliate of RBC Dominion Securities Inc. Accordingly, the Fund may beconsidered to be a connected issuer of RBC Dominion Securities Inc. See Investment Strategy Leverage , Relationship Between Investment Fundand Agents and Plan of Distribution .TABLE OF CONTENTSPROSPECTUS of of Registered Features of the Implications of the Fund s Distribution AND MANAGEMENT DETAILS OF THE FUND .41 Organization and Management of the of the of Fees and and Services to be Provided by the REGARDING FORWARD-LOOKING INFORMATION ..9 Details of the Management OF THE STRUCTURE OF THE and Directors of the Manager of the of the Advisory of the Investment of of the Investment Review and Transfer of Derivative OF THE SECTOR IN WHICH THE FUND INVESTS.

10 14 CALCULATION OF NET ASSET Growers Have Historically Outperformed Non-DividendValuation Policies and of Net Asset Markets Offer Attractive Opportunities for OF of the DISCUSSION OF FUND of Only Party of Requiring Securityholder to the Declaration of of Investment Fund AND and Reports to and Expenses Payable by the OF THE and Expenses Payable by OF OF Related to Investment Objectives and BETWEEN INVESTMENT FUND AND AGENTS .55 Risks Relating to the Securities of Issuers included in the Portfolio .24 INTEREST OF MANAGER AND OTHERS IN MATERIALR isks Related to Structure of the VOTING Reinvestment OF OF AND of STATUTORY RIGHTS OF WITHDRAWAL ANDCONSOLIDATED AND TRADING PRICE AND VOLUME OF THE AUDITOR S SALES OF FEDERAL INCOME TAX OF THE FUND, THE MANAGER AND of the of the OF THE - 1 - PROSPECTUS SUMMARY The following is a summary of the principal features of this distribution and should be read together with the more detailed information and financial data and statements contained elsewhere in this PROSPECTUS .