In connection with the planned dissolution of MRF 2007 Resource Limited Partnership, Middlefield Mutual Funds Ltd is proposing to transfer all of the assets of MRF 2007 to the Canadian Growth Class of Middlefield Mutual Funds Ltd. in exchange for mutual fund shares, Middlefield said Friday.

The record date for the transfer is April 7, and the liquidity date is May 15. These dates have been accelerated from the dates disclosed in the MRF 2007 prospectus to enable those MRF 2007 investors who wish to invest in Middlefield’s MRF 2009 Resource Limited Partnership to be able to do so. MRF 2009 will have its final closing in late May 2009.

It is currently intended that MRF 2007 will be dissolved on or about May 15, 2009. Investors will then be able to redeem their Canadian Growth Class shares, retain them for longer-term growth or switch tax-free into any of the other mutual fund classes. Remaining invested in the mutual fund avoids incurring the capital gains tax liability that arises upon redemption of the fund shares.

There are 10 asset classes within the mutual fund, providing significant flexibility to suit numerous investment objectives including safety of capital, income and growth, Middlefield says.

The classes currently offered are Short-Term Income, Income Plus, Uranium Focused Metals, Canadian Balanced, Canadian Growth, Resource, Equity Index, U.S. Growth, Commodities and Agriculture and Precious Metals.

Middlefield says the transfer will provide the partners of the Partnership with liquidity and the ability to diversify their investments by participating in a large, multi-class mutual fund.

IE