Middlefield Mutual Funds Ltd. in conjunction with MRF 2000 Limited Partnership and Middlefield Private Flow-Through Fund (collectively the Partnerships) said that in connection with the planned dissolution of the Partnerships, they are proposing to transfer all of the assets of the Partnerships to the Growth Class of Middlefield Mutual Funds Ltd. in exchange for mutual fund shares having the same aggregate net asset value as the aggregate net asset value of the Partnerships.

Appropriate elections under applicable income tax legislation will be made to effect the transfers on a tax-deferred basis.

The transfers are conditional upon approval being obtained from the partners of the Partnerships, and the receipt of all necessary regulatory approvals.

Once all necessary approvals are obtained, the transfers of assets are expected to occur on or about April 1 for MRF 2000 Limited Partnership and on or about June 28 for Middlefield Private Flow-Through Fund.

The fund company says the proposed transfers benefit both the partners of the Partnerships and the shareholders of the Growth Class by enabling them to participate in a larger, more diversified and liquid mutual fund.

A further benefit is that shares of the Growth Class of Middlefield Mutual Funds Limited are exchangeable on a tax-free basis into other Middlefield mutual funds.

Investors may switch into other types of funds and continue to defer capital gains taxes until they actually redeem their mutual fund shares. Other funds currently offered are Income Plus Class, Equity Index Plus Class, U.S. Equity Class, Canadian Balanced Class, Global Technology Class and Alternative Energy Class.