ROLLOVER OF MRF 2000 LIMITED PARTNERSHIP

Middlefield Mutual Funds Limited ("MMF") is pleased to announce that, in connection with the dissolution of MRF 2000 Limited Partnership effective April 1, 2002 all of the assets of the Partnership were transferred to Middlefield Mutual Funds Limited, an open ended mutual fund, in exchange for the equivalent value of shares in MMF - Growth Class. For the purposes of the exchange, the net asset value of the Partnership was $24.02 per unit. This translates into an after-tax total return on money at risk of approximately 42%.

The transfer is a tax free exchange which means that no disposition occurs and therefore no capital gains tax is payable as a result of the rollover. The capital gains tax liability that would arise upon disposition can be deferred by retaining the shares of the mutual fund rather than redeeming them. In the event of redemption, the capital gains will be included in the shareholder's tax return for that year when the shares are redeemed. Investors have the opportunity to switch into other classes of mutual funds and still be able to defer capital gains taxes until they actually redeem their mutual fund shares for cash. To provide investors with optimal flexibility in maintaining a diversified portfolio, in addition to the Growth Class, other funds currently offered are Income Plus Class, Equity Index Plus Class, Alternative Energy Class, Canadian Balanced Class, Global Technology Class and U.S. Equity Class. All the funds that are offered under this multi-class structure are fully eligible as Canadian content in RRSP's and other registered plans.

New MMF - Growth Class shareholders can determine their holdings by multiplying the number of units they held in the Partnership by 6.584. Shares of MMF - Growth Class have been credited to the beneficial holders. There are no fees charged on the transfer of units into MMF, nor on any redemption of the transferred assets. To provide investors with time to determine which fund classes best suit their investment profile, MMF will waive the $30 switch fee for all switch requests received prior to April 30th, 2002.

For further information contact the undersigned:

Nancy Tham
Vice-President
(416)362-0714 ext 277

Dear Investor:

At the Meeting of the partners of MRF 2000 Limited Partnership (the "Partnership") held on March 18, 2002, the partners approved the rollover of the Partnership into the Growth Class of Middlefield Mutual Funds Limited (the "Mutual Fund") in connection with the planned dissolution of the Partnership. The rollover is scheduled to occur on or about April 1, 2002, subject to all regulatory requirements being satisfied. At the date of the rollover, units of the Partnership will be exchanged for the equivalent value of shares in the Mutual Fund. Please note that this is a tax free exchange which means that no disposition occurs and therefore no capital gains tax is payable as a result of the rollover. As well, the transfer into the Mutual Fund will be done on a no load basis, with no fees or redemption charges applicable to the investor.

For most investors, it will be beneficial to defer the capital gains tax liability by retaining the shares of the Mutual Fund rather than redeeming them. Tax on the capital gain will be payable for the year in which any redemption occurs. The Growth Class of the Mutual Fund is a leading Canadian natural resource fund. Over the five and ten year periods, the Growth Class has been a top quartile performer, ranking 5th and 7th respectively, among all Canadian natural resource mutual funds. Awarded a four-star rating by Morningstar, the Fund also has the lowest risk rating as measured by the standard deviation of the Fund's returns over the ten-year period (BellCharts November 30, 2001).

Further to our commitment to offer clients solutions for continued tax deferral, investors have the opportunity to switch between various classes of funds within Middlefield's group of mutual funds without triggering any tax liability. This means that investors can control their investments and decide when to realize capital gains. Currently, investors have the option of staying invested in the Growth Class or switching to the Alternative Energy Class, Canadian Balanced Class, Equity Index Class, Global Technology Class, Income Plus Class or the U.S. Equity Class. Please see overleaf or visit our website at www.middlefield.com for further information on these funds. To provide investors with time to determine which fund classes best suit their investment profile, the Mutual Fund will waive the $30 switch fee for all switch requests received prior to April 30th, 2002. Investors should contact the undersigned for further information or their Investment Advisors who will transmit the switch request.

Yours truly,

Nancy Tham
Vice-President
(416)362-0714 ext 277

Middlefield Mutual Funds Limited is a family of mutual funds that allows investors to switch between classes of funds on a tax-deferred basis.

MIDDLEFIELD GROWTH CLASS
The objective of this Fund is to provide long-term growth of capital through investment in equity and some debt securities. Investments are primarily in the Canadian resource sector.

MIDDLEFIELD INCOME PLUS CLASS
This is a balanced high-income fund invested in a diversified portfolio of REITs, income funds, and fixed income securities. This Fund provides a stable level of income on a tax-efficient basis while emphasizing capital preservation.

MIDDLEFIELD CANADIAN BALANCED CLASS
The objective of this Fund is to maximize long-term total return by investing primarily in equities, equity-related securities and fixed income securities of Canadian issuers.

MIDDLEFIELD GLOBAL TECHNOLOGY CLASS
The objective of this Fund is to achieve superior intermediate-term capital appreciation by investing predominantly in equity securities of technology companies that are principally in the fields of electronics, particularly related to the internet and healthcare, with healthcare investments being chiefly in biotechnology.

MIDDLEFIELD EQUITY INDEX CLASS
This Fund's portfolio emphasizes large capitalization Canadian equities and aims to provide long-term growth of capital by investing primarily in the S&P/TSE 60 Index. Up to 30% of the portfolio may be actively managed to enhance diversification.

MIDDLEFIELD U.S. EQUITY CLASS
The objective of this Fund is to maximize long-term capital growth by investing primarily in U.S. equity securities.

MIDDLEFIELD ALTERNATIVE ENERGY CLASS
The objective of this Fund is to achieve superior long-term capital appreciation by investing primarily in high growth companies operating in the alternative energy sector.

ROLLOVER OF PARTNERSHIP ASSETS

Middlefield Mutual Funds Limited in conjunction with MRF 2000 Limited Partnership and Middlefield Private Flow-Through Fund (collectively, the "Partnerships"), announced today 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 Limited 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 (i) approval being obtained from the partners of the Partnerships at meetings called for that purpose and (ii) the receipt of all necessary regulatory approvals. It is currently intended that, if all necessary approvals are obtained, the transfers of assets to the Growth Class of Middlefield Mutual Funds Limited and the subsequent dissolution of the Partnerships shall occur on or about April 1, 2002 for MRF 2000 Limited Partnership and on or about June 28, 2002 for Middlefield Private Flow-Through Fund.

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.

For further information please contact the undersigned:

Nancy Tham
Vice-President
(416) 362-0714 x 277