Press Release

Investment Update

COMPASS Income Fund ("COMPASS") announced today that it has completed the issuance of an additional 80,847 trust units for aggregate gross proceeds of $808,470 pursuant to the over-allotment option granted to the agents in COMPASS’ recently completed initial public offering. Together with the $147,000,000 previously closed, the Trust has raised aggregate gross proceeds of $147,808,470. The offering was co-led by CIBC World Markets Inc. and RBC Capital Markets. The other syndicate members are 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.

COMPASS is Middlefield’s fourth closed-end investment trust and the second combining the investment management experience of both Middlefield and Guardian Capital Inc., who act as Co-Advisors to the Trust, responsible for asset mix and security selection. The trust units trade on the Toronto Stock Exchange under the symbol CMZ.UN.

The objectives of COMPASS are to provide unitholders with a stable monthly income stream of 9% per annum and to return the original price upon termination of the Trust in December 2009. The Trust is being 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 and may include a small component of other high-yielding equity-based securities, including royalty trusts.

The current asset class weightings for the COMPASS portfolio are:

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

May 16, 2002