Press Release

COMPASS announces August 2002 Distribution and
Investment Update

COMPASS Income Fund ("COMPASS") is pleased to announce that a distribution of $0.075 per trust unit will be payable on September 10, 2002 to unitholders of record on August 31, 2002. This equates to an annual yield of 9% based upon the original issue price of $10.00 per unit. As at August 19, 2002, the net asset value was $9.66 per unit.

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 current asset class weightings are:

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 the undersigned:

Nancy Tham
Vice-President
(416) 362-0714 ext. 277.

August 20, 2002