Press Release

COMPASS announces September 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 October 7, 2002 to unitholders of record on September 30, 2002. This equates to an annual yield of 9% based upon the original issue price of $10.00 per unit. As at September 13, 2002, the net asset value was $9.89 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 funds, power generation funds and real estate investment trusts.

The current asset class weightings for the COMPASS portfolio 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.

September 17, 2002