Co-Advised by Middlefield and Guardian Capital Inc.

FINAL PROSPECTUS FILED

Middlefield Group, on behalf of COMPASS Income Fund, is pleased to announce that the final prospectus for COMPASS Income Fund has been filed. The maximum amount of the offering will be $175 million and closing is scheduled for April 16^th, 2002.

The objectives of COMPASS Income Fund are to provide unitholders with a stable monthly income stream targeted to be 9% per annum on the original issue price and to return the original issue price upon termination of the Fund on December 31, 2009. The Fund will be invested in a diversified portfolio of securities consisting primarily of units of business funds, pipeline/energy distribution funds, power generation funds and real estate investment trusts. The Fund is designed to provide a conservative investment vehicle by taking advantage of diversification benefits offered by the rapidly expanding business funds sector and by combining those benefits with the stable characteristics of pipeline/energy distribution funds, power generation funds and REITs.

Middlefield Securities Limited and Guardian Capital Inc., both of which have significant experience investing in the foregoing asset classes, will act as Co-Advisors to the Fund, responsible for asset mix and security selection. COMPASS Income Fund is the second fund to be co-advised by Middlefield and Guardian, following the successful initial public offering of units of STaRS Income Fund in December 2001. With approximately $9.2 billion under management, Guardian provides global investment management services to mutual funds and institutional investors. Middlefield COMPASS Management Limited, an affiliate of Middlefield Group, will provide administrative services to the Fund.

The syndicate of agents is being co-led by CIBC World Markets Inc. and RBC Capital Markets and includes TD Securities Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Scotia Capital Inc., HSBC Securities (Canada) Inc., Desjardins Securities Inc., Yorkton Securities Inc., Middlefield Securities Limited, Dundee Securities Corporation, Raymond James Ltd., Wellington West Capital Inc., Canaccord Capital Corporation, and Research Capital Corp.

For further information, please visit our website at www.middlefield.com or contact Nancy Tham, Vice-President, at (416) 362-0714 ext. 277.

March 28, 2002