Press Release

COMPASS declares First Distribution

COMPASS Income Fund ("COMPASS") is pleased to announce that the net proceeds from its initial public offering are now invested and it is on track to meet its monthly distribution target of $0.075 per unit. The Fund will make its first distribution on July 15, 2002 to unitholders of record on June 28, 2002. This equates to an annual yield of 9% based upon the original issue price of $10.00 per unit.

The current asset class weightings are:

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 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.

The trust units trade on the Toronto Stock Exchange under the symbol CMZ.UN.

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

June 3, 2002