Middlefield Mutual Funds Limited - MRRS Decision

Headnote

Mutual Reliance Review System for ExemptiveRelief Applications - Relief granted to a group of mutual fundtrusts from requirement to deliver re-audited annual financialstatements.

Applicable Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.s. 80(b)(iii).

IN THE MATTER OF
THE SECURITIES LEGISLATION OF
ALBERTA, SASKATCHEWAN, MANITOBA,
ONTARIO, QUEBEC, NEW BRUNSWICK, NEWFOUNDLAND AND LABRADOR, AND
YUKON

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
Middlefield Growth Class
Middlefield Equity Index Plus Class
Middlefield U.S. Equity Class
Middlefield Income Plus Class
Middlefield Canadian Balanced Class
Middlefield Global Technology Class
Middlefield Alternative Energy Class
(all of which are classes of
Middlefield Mutual Funds Limited)
Middlefield Enhanced Yield Fund
Middlefield Money Market Fund
(collectively the "Funds")

MRRS DECISION

WHEREAS the securities regulatory authorityor regulator (the "Decision Maker") in each of theprovinces of Canada, and the Yukon Territory, except BritishColumbia, Nova Scotia and Prince Edward Island (the "Jurisdictions")has received an application from the Funds for a decision pursuantto the securities legislation of the Jurisdictions (the "Legislation")that the Funds be exempted from delivering to securityholdersof the Funds annual financial statements for the fiscal yearended December 31, 2001 re-audited by Deloitte & ToucheLLP;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Ontario Securities Commission is the principal regulatorfor the application;

AND WHEREAS the Funds have representedto the Decision Makers that:
1. The Funds are mutual funds whose securities are currentlyoffered by simplified prospectus dated June 15, 2001.

2. On March 7, 2002, the financial statementsfor each of the Funds for the year or period ended December31, 2001 were audited by Arthur Andersen LLP (the "AndersenFinancial Statements"). On May 21, 2002, the Andersen FinancialStatements were filed with Canadian Securities Administratorsusing SEDAR Project Nos. 00450203, 00450266 and 00450235, andwere concurrently delivered to securityholders of the Fundson May 23, 2002.

3. On June 3, 2002, Arthur Andersen LLP announcedthat it has ceased practising public accounting in Canada.

4. The Funds have been advised that Arthur AndersenLLP will no longer consent to the use of previously issued auditorsreports for purposes of their simplified prospectuses.

5. The Funds have had Deloitte & ToucheLLP re-audit the financial statements of the Funds for the periodor year ended December 31, 2001 (the "Deloitte FinancialStatements") for the purpose of obtaining the consent requiredby Section 13.4 of OSC Rule 41-501.

6. The Deloitte Financial Statements were filedon July 4, 2002 accompanied by a letter which indicated thatthe Deloitte Financial Statements supersede the earlier AndersenFinancial Statements.

7. The Deloitte Financial Statements are identicalto the Andersen Financial Statements.

8. The auditors' reports for the Deloitte FinancialStatements do not contain any reservation.

9. The auditors' reports refer to December 31,2000 comparative statements as having been audited by otherauditors.

AND WHEREAS under the System, this MRRSDecision Document evidences the decision of each Decision Maker(the "Decision");

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Makers with the jurisdiction to make theDecision has been met;

THE DECISION of the Decision Makers pursuant to the Legislationis that the Funds are exempted in respect of the requirementto deliver annual financial statements for the fiscal year endedDecember 31, 2001 re-audited by Deloitte & Touche LLP.

September 17, 2002.

"Paul M. Moore"     "RobertW. Korthals"