Middlefield Mutual Funds Ltd. announced Tuesday its plans for the roll over of assets MRF 2007 II Resource Limited Partnership following the LP’s dissolution.

Middlefield is proposing to transfer all of the assets of MRF 2007 II to the Canadian Growth Class of Middlefield Mutual Funds Ltd. in exchange for mutual fund shares having the same aggregate net asset value as that of the LP.

The record date for the transfer is November 13, and the liquidity date is December 3. These dates have been accelerated from the dates disclosed in the MRF 2007 II prospectus. Appropriate elections under applicable income tax legislation will be made to effect the transfer on a tax-deferred basis during the period between record and liquidity dates, Middlefield says.

It is currently intended that MRF 2007 II will be dissolved by December 3. 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 mutual fund shares, Middlefield notes.

There are nine available asset classes within the mutual fund. The Classes currently offered are Groppe Tactical Energy, Short-Term Income, Income Plus, Uranium Focused Metals, Canadian Balanced, Canadian Growth, Equity Index, Global Agriculture and Precious Metals.

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

IE