STRS Income Fund

Co-Advised by Middlefield and Guardian Capital Inc.

FINAL PROSPECTUS FILED

Middlefield Group, on behalf of STaRS Income Fund, is pleased to announce that the final prospectus for STaRS Income Fund has been filed. The maximum amount of the offering will be $150 million and closing is scheduled for December 12^th, 2001.

The objectives of STaRS Income Fund are to provide unitholders with a stable monthly income stream of 9% per annum as well as capital preservation and appreciation. The Fund will enter into one or more forward agreements with Canadian Imperial Bank of Commerce and Royal Bank of Canada that will provide for the return of 50% of the original issue price at termination in December 2013. The balance of the net issue proceeds will be invested in a broadly diversified portfolio of income trusts including REITs, oil and gas royalty trusts and income funds, supplemented by a small component of high yield debt.

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. With over $8 billion under management, Guardian provides global investment management services to mutual funds and institutional investors. Middlefield STRS Management Ltd., 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 Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Middlefield Securities Limited, Raymond James Ltd., Canaccord Capital Corporation, Desjardins Securities Inc., Dundee Securities Corporation, Wellington West Capital Inc., and Yorkton Securities Inc.

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

November 29, 2001