ROLLOVER OF MRF 2001 LIMITED PARTNERSHIP

Middlefield Mutual Funds Limited ("MMF")is pleased to announce that, in connection with the dissolution of MRF 2001 Limited Partnership effective June 26, 2003 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 $22.91 per unit. This translates into an after-tax total return on money at risk of approximately 34% for an Ontario investor subject to the highest marginal tax rate.

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, Index Income Class, Canadian Balanced Class, Global Technology Class, U.S. Equity Class and Resource Class. All the funds that are offered under this multi-class structure are fully eligible as Canadian content in RRSPs 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 6.03863. 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. The adjusted cost base of shares in MMF - Growth Class is 1.68636 per share. 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 July 31, 2003..

For further information, please contact the undersigned at 416-362-0714 extension 403.

J. Dennis Dunlop

ROLLOVER OF PARTNERSHIP ASSETS

Middlefield Mutual Funds Limited in conjunction with MRF 2001 Limited Partnership (the "Partnership"), announced today that, in connection with the planned dissolution of the Partnership, they are proposing to transfer all of the assets of the Partnership 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 Partnership. Appropriate elections under applicable income tax legislation will be made to effect the transfers on a tax-deferred basis.

The transfer is conditional upon (i) approval being obtained from the partners of the Partnership at a meeting 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 transfer of assets to the Growth Class of Middlefield Mutual Funds Limited and the subsequent dissolution of the Partnership shall occur on or about June 26, 2003.

The proposed transfer benefits both the partners of the Partnership 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, Alternative Energy Class and Resource Class.

For further information, please contact the undersigned at 416-362-0714 extension 341.

Angela Wanniappa
Vice President

MRF 2001 LIMITED PARTNERSHIP

Dear Investor:

It is our pleasure to welcome you as an investor and partner in Middlefield's 25th resource fund, MRF 2001 Limited Partnership ("MRF 2001" or the "Partnership"). The Partnership raised $33 million for investment in flow-through common shares of companies involved primarily in Canadian oil and gas and mining exploration and development. We are actively working to invest the issue proceeds. To date, the Partnership has invested approximately 40% of available funds and the balance will be invested by year end.

As the year began, the oil and gas sector was buoyant, fuelled by historically high natural gas prices of more than US$10/mcf and oil prices above US$30/barrel. By the early summer, the sector had undergone a significant reversal with gas prices recently dipping below US$2/mcf and oil prices briefly dropping to US$20/barrel. Oil prices have declined as global economic activity has slowed. Gas prices declined as industrial users switched to lower cost fuels. Gas storage levels are very high as we head into the winter season and, no doubt, an economic recession.

We believe that the long-term fundamentals for both oil and natural gas remain favourable. Rapid decline rates, lower drilling activity and switching back to gas by price sensitive users, will result in gas prices rebounding by this time next year. We expect OPEC will stabilize oil prices through further supply cuts but in a lower price range between US$20 and US$25/barrel with a softer global economy. The recent Anderson acquisition by Devon serves to illustrate the industry's view of the long-term fundamentals. Devon paid a premium for Anderson's stock of 51% over the price at which it was trading.

We believe the correction in stock prices for Canadian oil and gas producers provides an excellent buying opportunity for MRF 2001 Limited Partnership. Having held back from committing most of the available funds during the peak in the market earlier this year, MRF 2001 is in a position to capitalize on some excellent flow-through opportunities. Quality issuers need to continue to fund exploration efforts to drive future growth and maintain a strong prospect inventory at a time when many companies are prospect poor. Given lower stock prices and shrinking cash flows, oil and gas producers will have a greater need for equity than previously anticipated. Therefore, to accommodate numerous requests from our clients, we have decided to make available a small offering by a new fund, MRF 2001 II Limited Partnership, within the next few weeks.

Your investment advisor and the Partnership will mail to you the Partnership's income tax information required to complete your 2001 tax returns by March 31, 2002. You will receive all the tax forms required by Canada Customs and Revenue Agency, as well as instructions regarding their inclusion with your tax return.

For further information, please contact the undersigned at 416-362-0714 extension 277.

Nancy Tham
Vice President