MIDWEST GROUP TAX FREE TRUST, 485BPOS, 1995-11-01

MIDWEST GROUP TAX FREE TRUST
485BPOS, 1995-11-01

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933 /x/

Pre-Effective Amendment No. ------

Post-Effective Amendment No. 32
------
and/or

REGISTRATION STATEMENT UNDER THE

INVESTMENT COMPANY ACT OF 1940 /x/

Amendment No. 32
------
(Check appropriate box or boxes.)

MIDWEST GROUP TAX FREE TRUST -
- ---------------------------------
File Nos. 2-72101 and 811-3174
- ---------------------------------
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
- -------------------------------------------------------
(Address of Principal Executive Offices) Zip Code

Registrant's Telephone Number, including Area Code:(513) 629-2000
---------------
Robert H. Leshner, 312 Walnut Street, 21st Floor, Cincinnati,
- ------------------------------------------------------------
OH 45202
- --------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check
appropriate box)
__
/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485

Registrant registered an indefinite number of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Registrant's Rule 24f-2 Notice for the fiscal
year ended June 30, 1995 was filed with the Commission on August 29,
1995.

CROSS REFERENCE SHEET
----------------------
FORM N-1A
----------

ITEM SECTION IN PROSPECTUS
- ---- ---------------------
1....................... Cover Page
2....................... Expense Information
3....................... Financial Highlights, Performance
Information
4....................... Operation of the Fund, Investment
Objectives and Policies
5....................... Operation of the Fund, Financial Highlights
6....................... Cover Page, Operation of the Fund,
Dividends and Distributions, Taxes
7....................... How to Purchase Shares, Operation of the
Fund, Shareholder Services, Calculation of
Share Price and Public Offering Price,
Exchange Privilege, Distribution Plans,
Application
8....................... How to Redeem Shares, Shareholder Services
9....................... None

ITEM SECTION IN STATEMENT OF ADDITIONAL
- ---- ----------------------------------
INFORMATION
-----------
10...................... Cover Page
11...................... Table of Contents
12...................... The Trust
13...................... Municipal Obligations, Quality Ratings of
Municipal Obligations, Definitions,
Policies and Risk Considerations,
Investment Limitations, Insurers of the
Ohio Insured Tax-Free Fund, Portfolio
Turnover
14...................... Trustees and Officers
15...................... Principal Security Holders
16...................... The Investment Adviser and Underwriter,
Distribution Plans, Custodian, Accountants,
MGF Service Corp., Securities Transactions
17...................... Securities Transactions
18...................... The Trust
19...................... Calculation of Share Price and Public
Offering Price, Other Purchase Information,
Redemption in Kind
20...................... Taxes
21...................... The Investment Adviser and Underwriter
22...................... Historical Performance Information, Tax
Equivalent Yield Tables
23...................... Annual Report

PROSPECTUS
November 1, 1995

MIDWEST GROUP TAX FREE TRUST
312 WALNUT STREET, 21st FLOOR
CINCINNATI, OHIO 45202-4094

TAX-FREE MONEY FUND
-------------------
TAX-FREE INTERMEDIATE TERM FUND
--------------------------------
The Tax-Free Money Fund and the Tax-Free Intermediate Term Fund
(individually a "Fund" and collectively the "Funds") are two separate
series of Midwest Group Tax Free Trust.

The Tax-Free Money Fund seeks the highest level of interest income
exempt from federal income tax, consistent with protection of capital,
by investing primarily in high-quality, short-term municipal
obligations.

THE TAX-FREE MONEY FUND'S PORTFOLIO SECURITIES ARE VALUED ON AN
AMORTIZED COST BASIS. FUND SHARES ARE NEITHER INSURED NOR GUARANTEED
BY THE UNITED STATES GOVERNMENT OR ANY OTHER ENTITY. IT IS
ANTICIPATED, BUT THERE IS NO ASSURANCE, THAT THE FUND WILL MAINTAIN A
STABLE NET ASSET VALUE PER SHARE OF $1.

The Tax-Free Intermediate Term Fund seeks high current income
exempt from federal income tax, consistent with protection of capital,
by investing primarily in high-grade municipal obligations maturing
within twenty years or less with a dollar-weighted average portfolio
maturity under normal market conditions of between three and ten years.
To the extent consistent with the Fund's primary objective, capital
appreciation is a secondary objective.

The Tax-Free Intermediate Term Fund offers two classes of shares:
Class A shares (sold subject to a maximum 2% front-end sales load and a
12b-1 fee of up to .25% of average daily net assets) and Class C shares
(sold subject to a 1% contingent deferred sales load for a one-year
period and a 12b-1 fee of up to 1% of average daily net assets). Each
Class A and Class C share of the Fund represents identical interests in
the Fund's investment portfolio and has the same rights, except that
(i) Class C shares bear the expenses of higher distribution fees, which
will cause Class C shares to have a higher expense ratio and to pay
lower dividends than those related to Class A shares; (ii) certain
other class specific expenses will be borne solely by the class to
which such expenses are attributable; and (iii) each class has
exclusive voting rights with respect to matters relating to its own
distribution arrangements.

SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY.

Midwest Group Financial Services, Inc. (the "Adviser") manages the
Funds' investments and their business affairs.

This Prospectus sets forth concisely the information about the
Funds that you should know before investing. Please retain this
Prospectus for future reference. A Statement of Additional Information
dated November 1, 1995 has been filed with the Securities and Exchange
Commission and is hereby incorporated by reference in its entirety. A
copy of the Statement of Additional Information can be obtained at no
charge by calling one of the numbers listed below.
- -----------------------------------------------------------------------
For Information or Assistance in Opening An Account, Please Call:
Nationwide (Toll-Free) . . . . . . . . . . . . . . . . . . . . . .800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . . . . . . . . . . . .513-629-2050
- -----------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

EXPENSE INFORMATION
- -------------------
TAX-FREE MONEY FUND
-------------------
Shareholder Transaction Expenses
- --------------------------------
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Exchange Fee None
Redemption Fee None*
Check Redemption Processing Fee (per check):
First six checks per month None
Additional checks per month $0.25

* A wire transfer fee is charged by the Fund's Custodian in the case
of redemptions made by wire. Such fee is subject to change and is
currently $8. See "How to Redeem Shares."

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Management Fees .50%
12b-1 Fees .08%(A)
Other Expenses .41%
----
Total Fund Operating Expenses .99%
====
(A)The Fund may incur 12b-1 fees in an amount up to .25% of its average
net assets.

TAX-FREE INTERMEDIATE TERM FUND
-------------------------------

Class A Class C
Shares Shares
------- -------
Shareholder Transaction Expenses
- --------------------------------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 2% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price) None* 1%
Sales Load Imposed on Reinvested Dividends None None
Exchange Fee None None
Redemption Fee None** None**
Check Redemption Processing Fee (per check):
First six checks per month None None
Additional checks per month $0.25 $0.25

* Purchases at net asset value of amounts totaling $1 million or
more may be subject to a contingent deferred sales load of .50% if
a redemption occurred within 12 months of purchase and a
commission was paid by the Adviser to a participating unaffiliated
dealer.
**A wire transfer fee is charged by the Fund's Custodian in the case
of redemptions made by wire. Such fee is subject to change and is
currently $8. See "How to Redeem Shares."

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Class A Class C
Shares Shares
------- --------
Management Fees .50% .50%
12b-1 Fees(A) .17% .41%
Other Expenses .32% .58%
---- -----
Total Fund Operating Expenses .99% 1.49%
==== =====

(A) Class A shares may incur 12b-1 fees in an amount up to .25% of
average net assets and Class C shares may incur 12b-1 fees in an
amount up to 1.00% of average net assets. Long-term shareholders
may pay more than the economic equivalent of the maximum front-end
sales loads permitted by the National Association of Securities
Dealers.

The purpose of these tables is to assist the investor in
understanding the various costs and expenses that an investor in the
Funds will bear directly or indirectly. The percentages expressing
annual fund operating expenses are based on amounts incurred during the
most recent fiscal year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

Example Class A Class C
You would pay the following Shares, Shares,
expenses on a $1,000 invest- Tax-Free Tax-Free
ment, assuming (1) 5% annual Tax-Free Intermediate Intermediate
return and (2) redemption Money Fund Term Fund Term Fund
at the end of each time ---------- ------------- -------------
period:
1 Year $10 $30 $ 25
3 Years 32 51 47
5 Years 55 74 81
10 Years 121 139 178

FINANCIAL HIGHLIGHTS
- --------------------
The following information, which has been audited by Arthur Andersen
LLP, is an integral part of the audited financial statements and should
be read in conjunction with the financial statements. The financial
statements as of June 30, 1995 and related auditors' report appear in
the Statement of Additional Information of the Funds, which can be
obtained by shareholders at no charge by calling MGF Service Corp.
(Nationwide call toll-free 800-543-0407, in Cincinnati call 629-2050)
or by writing to the Trust at the address on the front of this
Prospectus.

<PAGE>
<TABLE>
<CAPTION>
Tax-Free Money Fund

Per Share Data for a Share Outstanding Throughout Each Year(A)
==================================================================================================================================
Year Ended June 30,
_________________________________________________________________________________________________________
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
_________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at
beginning of year .... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net investment income.. 0.030 0.021 0.024 0.036 0.050 0.055 0.053 0.045 0.040 0.050
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Distributions from net
investment income ... (0.030) (0.021) (0.024) (0.036) (0.050) (0.055) (0.053) (0.045) (0.040) (0.050)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value at
end of year ......... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Total return ......... 3.07% 2.12% 2.40% 3.63% 5.09% 5.69% 5.48% 4.53% 4.01% 5.20%
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Net assets at end
of year (000's) .... $26,692 $31,168 $34,787 $50,000 $45,210 $46,727 $83,634 $115,670 $107,398 $137,390
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Ratio of expenses to
average net assets... 0.99% 0.99% 0.99% 0.99% 0.99% 0.97% 0.94% 0.96% 0.93% 1.05%
Ratio of net investment
income to average
net assets........... 3.00% 2.09% 2.39% 3.55% 4.98% 5.57% 5.30% 4.47% 3.93% 5.03%

<FN>
(A) All per share data for the years ended prior to June 30, 1991 has been
restated to reflect a 10 for 1 share split on February 28, 1990.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Tax-Free Intermediate Term Fund

Per Share Data for a Share Outstanding Throughout Each Year
==================================================================================================================================
CLASS A
_________________________________________________________________________________________________________
Year Ended June 30,
_________________________________________________________________________________________________________
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
_________________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value
at beginning of year.. $10.69 $10.98 $10.42 $10.15 $10.05 $10.07 $10.13 $10.30 $10.34 $10.33
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income from investment
operations:
Net investment income. 0.49 0.48 0.53 0.59 0.62 0.64 0.63 0.56 0.55 0.61
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net realized and
unrealized gains
(losses) on
investments ....... 0.17 (0.29) 0.56 0.27 0.10 (0.02) (0.06) (0.17) (0.04) 0.01
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------

Total from investment
operations ......... 0.66 0.19 1.09 0.86 0.72 0.62 0.57 0.39 0.51 0.62
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------

Distributions from net
investment income .. (0.49) (0.48) (0.53) (0.59) (0.62) (0.64) (0.63) (0.56) (0.55) (0.61)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------

Net asset value at
end of year ........ $10.86 $10.69 $10.98 $10.42 $10.15 $10.05 $10.07 $10.13 $10.30 $10.34
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Total return(A) ...... 6.36% 1.70% 10.75% 8.78% 7.38% 6.35% 5.76% 3.88% 5.24% 6.25%
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Net assets at end
of year (000's) ... $81,140 $106,472 $82,168 $26,720 $15,638 $15,875 $17,741 $21,916 $32,140 $13,227
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Ratio of expenses to
average net assets(B) 0.99% 0.99% 0.99% 1.07% 1.13% 1.09% 1.13% 1.19% 1.10% 1.16%
Ratio of net investment
income to average
net assets......... 4.59% 4.35% 4.90% 5.75% 6.15% 6.39% 6.23% 5.51% 5.30% 5.96%

Portfolio turnover rate 32% 46% 28% 12% 48% 58% 82% 59% 26% 39%

Tax-Free Intermediate Term Fund

Per Share Data for a Share Outstanding Throughout Each Period
=================================================================================================================================
CLASS C
________________________________
From Date of
Public Offering
Year (Feb. 1, 1994)
Ended through
June 30, 1995 June 30, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 10.69 $ 11.27
--------------- ---------------

Income from investment operations:
Net investment income.................................................. 0.44 0.20
Net realized and unrealized gains (losses) on investments.............. 0.17 (0.58)
--------------- ---------------
Total from investment operations.......................................... 0.61 (0.38)
--------------- ---------------

Distributions from net investment income.................................. (0.44) (0.20)
--------------- ---------------

Net asset value at end of period.......................................... $ 10.86 $ 10.69
=============== ===============

Total return(A) .......................................................... 5.82% (8.28%)(C)
=============== ===============

Net assets at end of period (000's)....................................... $ 4,814 $ 3,084
=============== ===============

Ratio of expenses to average net assets(B) ............................... 1.49% 1.45%(C)
Ratio of net investment income to average net assets...................... 4.08% 3.79%(C)

Portfolio turnover rate................................................... 32% 46%(C)

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 1.75%(C) for the period ended
June 30, 1994.
(C)Annualized.
</FN>
</TABLE>
<PAGE>
INVESTMENT OBJECTIVES
- ---------------------
The Tax-Free Money Fund and the Tax-Free Intermediate Term
Fund are two series of Midwest Group Tax Free Trust (the
"Trust"), each with its own portfolio and investment
objective(s). Neither Fund is intended to be a complete
investment program, and there is no assurance that the investment
objectives of either Fund can be achieved. Unless otherwise
indicated, all investment practices and limitations of the Funds
are nonfundamental policies which may be changed by the Board of
Trustees without shareholder approval. For a discussion of each
Fund's investment practices, see "Investment Policies."

The TAX-FREE MONEY FUND seeks the highest level of interest
income exempt from federal income tax, consistent with protection
of capital. The Fund seeks to achieve its investment objective
by investing primarily in high-quality municipal obligations
determined by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks, maturing within
thirteen months or less with a dollar-weighted average maturity
of 90 days or less.

The investment objective of the Tax-Free Money Fund is
fundamental and as such may not be changed without the
affirmative vote of a majority of the outstanding shares of the
Fund. The term "majority" of the outstanding shares means the
lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such
meeting or (2) more than 50% of the outstanding shares of the
Fund.

The TAX-FREE INTERMEDIATE TERM FUND seeks high current income
exempt from federal income tax, consistent with protection of
capital, by investing primarily in high-grade municipal
obligations maturing within twenty years or less with a dollar-
weighted average portfolio maturity under normal market
conditions of between three and ten years. To the extent
consistent with the Fund's primary objective, capital
appreciation is a secondary objective.

The investment objectives of the Tax-Free Intermediate Term
Fund may be changed by the Board of Trustees without shareholder
approval, but only after notification has been given to
shareholders and after this Prospectus has been revised
accordingly. If there is a change in the Fund's investment
objectives, shareholders should consider whether the Fund remains
an appropriate investment in light of their then current
financial position and needs.

<PAGE>
INVESTMENT POLICIES
- -------------------
The TAX-FREE MONEY FUND seeks to achieve its investment
objective by investing primarily in high-quality, short-term
Municipal Obligations (described below) determined by the
Adviser, under the direction of the Board of Trustees, to present
minimal credit risks. The Tax-Free Money Fund will purchase only
obligations that enable it to employ the amortized cost method of
valuation. Under the amortized cost method of valuation, the
Fund's obligations are valued at original cost adjusted for
amortization of premium or accumulation of discount, rather than
valued at market. This method should enable the Fund to maintain
a stable net asset value per share. The Fund will invest in
obligations which have received a short-term rating in one of the
two highest categories by any two nationally recognized
statistical rating organizations ("NRSROs") or by any one NRSRO
if the obligation is rated by only that NRSRO. The Tax-Free
Money Fund may purchase unrated obligations determined by the
Adviser, under the direction of the Board of Trustees, to be of
comparable quality to rated obligations meeting the Fund's
quality standards. These standards must be satisfied at the time
an investment is made. If an obligation ceases to meet these
standards, or if the Board of Trustees believes such obligation
no longer presents minimal credit risks, the Trustees will cause
the Fund to dispose of the obligation as soon as practicable.
The Statement of Additional Information describes ratings of the
NRSROs.

The dollar-weighted average maturity of the Tax-Free Money
Fund will be 90 days or less. The Fund will invest in
obligations with remaining maturities of thirteen months or less
at the time of purchase.

The TAX-FREE INTERMEDIATE TERM FUND seeks to achieve its
investment objectives by investing primarily in high-grade
Municipal Obligations. The Tax-Free Intermediate Term Fund
invests in Municipal Obligations and other securities which are
rated at the time of purchase within the three highest grades
assigned by Moody's Investors Service, Inc. (Aaa, Aa or A),
Standard & Poor's Ratings Group (AAA, AA or A) or Fitch Investors
Services, Inc. (AAA, AA or A), or unrated securities determined
by the Adviser to be of comparable quality.

It is anticipated that under normal circumstances the Tax-Free
Intermediate Term Fund will invest in Municipal Obligations with
remaining maturities of twenty years or less and that the dollar-
weighted average maturity of the Fund will be between three and
ten years, although the Fund may invest in securities of any
maturity, including tax-exempt notes and commercial paper
determined by the Adviser to meet the Fund's quality standards.
The Fund's quality standards limit its investments in tax-exempt
notes to those which are rated within the three highest grades by
Moody's (MIG 1, MIG 2 or MIG 3) or Fitch (F-1+, F-1 or F-2) or
the two highest grades by Standard & Poor's (SP-1 or SP-2) and in
tax-exempt commercial paper to those which are rated within the
two highest grades by Moody's (Prime-1 or Prime-2), Standard &
Poor's (A-1 or A-2) or Fitch (Fitch-1 or Fitch-2). The Statement
of Additional Information contains a description of tax-exempt
notes and commercial paper and a description of Moody's, Standard
& Poor's and Fitch ratings. If the Adviser determines that
market conditions warrant a shorter or longer dollar-weighted
average maturity, the Tax-Free Intermediate Term Fund's
investments will be adjusted accordingly.

It is a fundamental policy that under normal market conditions
the assets of each Fund will be invested so that at least 80% of
the annual income of each Fund will be exempt from federal income
tax, including the alternative minimum tax. This policy may not
be changed without the affirmative vote of a majority of the
outstanding shares of the applicable Fund.

Each Fund may, from time to time, invest in taxable short-
term, high-quality obligations for temporary defensive purposes
(subject to the fundamental policy that under normal market
conditions the assets of each Fund will be invested so that at
least 80% of annual income will be exempt from federal income
tax, including the alternative minimum tax). These include, but
are not limited to, certificates of deposit and other bank debt
instruments, commercial paper, obligations issued by the U.S.
Government or any of its agencies or instrumentalities and
repurchase agreements. Interest earned from such investments
will be taxable to investors. Except for temporary defensive
purposes, the assets of each Fund will be invested so that no
more than 20% of each Fund's annual income will be subject to
federal income tax. Under normal market conditions, each Fund
anticipates that not more than 5% of the value of its net assets
will be invested in any one type of taxable obligation. Taxable
obligations are more fully described in the Statement of
Additional Information. Each Fund may invest in these taxable
short-term obligations, for example, due to market conditions
under which Municipal Obligations are temporarily unavailable for
purchase or available only in limited amounts, or pending
investment of proceeds of sales of shares or proceeds from the
sale of portfolio securities or in anticipation of redemptions.
The Funds reserve the right to hold cash reserves as the Adviser
deems necessary for temporary defensive purposes. Although
interest earned on these short-term obligations is taxable as
ordinary income for federal income tax purposes, each Fund
intends to minimize taxable income through investment, when
possible, in other available securities exempt from federal
income tax, including shares of investment companies whose
dividends are tax-exempt. Each Fund may invest up to 10% of its
total assets in shares of other investment companies.
Investments by a Fund in shares of other investment companies may
result in duplication of sales loads and advisory, administrative
and distribution fees. Each Fund will not invest more than 5% of
its total assets in securities of any single investment company
and will not purchase more than 3% of the outstanding voting
securities of any investment company. The Tax-Free Money Fund
will only invest in securities of other investment companies
which hold themselves out to be money market funds.

Municipal Obligations
---------------------
Municipal Obligations are debt obligations issued by or on
behalf of states, territories and possessions of the United
States and the District of Columbia, and their political
subdivisions, agencies, authorities and instrumentalities and
other qualifying issuers which pay interest that is, in the
opinion of bond counsel to the issuer, exempt from federal income
tax, including the alternative minimum tax. For purposes of this
definition, Municipal Obligations include participation interests
in Municipal Obligations and shares of an investment company
which invests its assets so that at least 80% of its
annual income is exempt from federal income tax, including the
alternative minimum tax. Municipal Obligations are issued to
obtain funds to construct, repair or improve various public
facilities such as airports, bridges, highways, hospitals,
housing, schools, streets and water and sewer works, to pay
general operating expenses or to refinance outstanding debts.
They also may be issued to finance various private activities,
including the lending of funds to public or private institutions
for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities.
Municipal Obligations consist of tax-exempt bonds, tax-exempt
notes and tax-exempt commercial paper. The Statement of
Additional Information contains a description of tax-exempt
bonds, notes and commercial paper.

The two principal classifications of Municipal Obligations are
"general obligation" and "revenue" bonds. General obligation
bonds are backed by the issuer's full credit and taxing power.
Revenue bonds are backed by the revenues of a specific project,
facility or tax. Industrial development revenue bonds are a
specific type of revenue bond backed by the credit of the private
user of the facility, and therefore investments in these bonds
have more potential risk. Each Fund's ability to achieve its
investment objective depends to a great extent on the ability of
these various issuers to meet their scheduled payments of
principal and interest. Tax-exempt notes generally are used to
provide short-term capital needs and generally have maturities of
one year or less. The tax-exempt notes in which the Funds may
invest are tax anticipation notes (TANs), revenue anticipation
notes (RANs) and bond anticipation notes (BANs). TANs, RANs and
BANs are issued by state and local government and public
authorities as interim financing in anticipation of tax
collections, revenue receipts or bond sales, respectively. Tax-
exempt commercial paper typically represents short-term,
unsecured, negotiable promissory notes.

Each Fund may invest in any combination of general obligation
bonds, revenue bonds and industrial development bonds. Each Fund
may invest more than 25% of its assets in tax-exempt obligations
issued by municipal governments or political subdivisions of
governments within a particular segment of the bond market, such
as housing agency bonds, hospital revenue bonds or airport bonds.
It is possible that economic, business or political developments
or other changes affecting one bond may also affect other bonds
in the same segment in the same manner, thereby potentially
increasing the risk of such investments.

From time to time, each Fund may invest more than 25% of the
value of its total assets in industrial development bonds which,
although issued by industrial development authorities, may be
backed only by the assets and revenues of the nongovernmental
users. However, neither Fund will invest more than 25% of its
assets in securities backed by nongovernmental users which are in
the same industry. Interest on Municipal Obligations (including
certain industrial development bonds) which are private activity
obligations, as defined in the Internal Revenue Code, issued
after August 7, 1986, while exempt from federal income tax, is a
preference item for purposes of the alternative minimum tax.
Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the
investment company will be treated as such a preference item to
shareholders. Each Fund will invest its assets so that no more
than 20% of its annual income gives rise to a preference item for
the purpose of the alternative minimum tax and in other
investments subject to federal income tax.

Each Fund may purchase other types of Municipal Obligations
which may become available in the future, provided the
obligations are consistent with the Fund's investment objectives
and policies, the Adviser believes their quality meets the Fund's
quality standards, and this Prospectus has been appropriately
revised to reflect the Fund's policies with respect to such
obligations.

Risk Factors
------------

The market value of investments available to the Funds, and
therefore each Fund's yield, will fluctuate due to changes in
interest rates, economic conditions, quality ratings and other
factors beyond the control of the Adviser. The net asset value
of the Tax-Free Intermediate Term Fund also will fluctuate due to
these changes. The portfolio securities held by the Funds are
subject to price fluctuations based upon changes in the level of
interest rates, which will generally result in all those
securities changing in price in the same way, i.e., all those
securities experiencing appreciation when interest rates decline
and depreciation when interest rates rise. In addition, the
financial condition of an issuer or adverse changes in general
economic conditions, or both, may impair the issuer's ability to
make payments of interest and principal.

There are additional risks associated with an investment in
the Tax-Free Intermediate Term Fund. The Fund may purchase
Municipal Obligations which are rated at the time of purchase
within the three highest grades assigned by Moody's, Standard &
Poor's or Fitch. Subsequent to its purchase by the Fund, a
security may cease to be rated or its rating may be reduced below
the minimum required for purchase by the Fund. In the event a
security's rating is reduced below the Fund's minimum
requirements, the Fund will sell the security, subject to market
conditions and the Adviser's assessment of the most opportune
time for sale. Although lower rated securities will generally
provide higher yields than higher rated securities of similar
maturities, they are subject to a greater degree of market
fluctuation. The lower rating also reflects a greater
possibility that changing circumstances may impair the ability of
the issuer to make timely payments of interest and principal. In
addition, Municipal Obligations with longer maturities generally
offer both higher yields and greater exposure to market
fluctuation from changes in interest rates. Consequently,
investors in the Tax-Free Intermediate Term Fund should be aware
that there is a possibility of greater fluctuation in the Fund's
net asset value.

Certain provisions in the Internal Revenue Code relating to
the issuance of Municipal Obligations may reduce the volume of
Municipal Obligations qualifying for federal tax exemptions.
Shareholders should consult their tax advisors concerning the
effect of these provisions on an investment in the Funds.
Proposals that may further restrict or eliminate the income tax
exemptions for interest on Municipal Obligations may be
introduced in the future. If any such proposal were enacted that
would reduce the availability of Municipal Obligations for
investment by the Funds so as to adversely affect their
shareholders, the Funds would reevaluate their investment
objectives and policies and submit possible changes in the Funds'
structure to shareholders for their consideration. If
legislation were enacted that would treat a type of Municipal
Obligation as taxable, each Fund would treat such security as a
permissible taxable investment within the applicable limits set
forth herein.

Other Investment Techniques
---------------------------
The Funds may also engage in the following investment
techniques, each of which may involve certain risks:

PARTICIPATION INTERESTS. Each Fund may purchase participation
interests in Municipal Obligations owned by banks or other
financial institutions. A participation interest gives a Fund an
undivided interest in the obligation in the proportion that the
Fund's participation interest bears to the principal amount of
the obligation and provides that the holder may demand repurchase
within a specified period. Participation interests frequently
are backed by irrevocable letters of credit or a guarantee of a
bank. Participation interests will be purchased only if, in the
opinion of counsel to the issuer, interest income on the
participation interests will be tax-exempt when distributed as
dividends to shareholders. For certain participation interests,
a Fund will have the right to demand payment on not more than
seven days' notice for all or any part of its participation
interest in the Municipal Obligation, plus accrued interest. As
to these instruments, the Funds intend to exercise their right to
demand payment only upon a default under the terms of the
obligation, as needed to provide liquidity to meet redemptions,
or to maintain a high-quality investment portfolio. Each Fund
will not invest more than 10% of its net assets in participation
interests that do not have this demand feature and all other
illiquid securities.

FLOATING AND VARIABLE RATE OBLIGATIONS. Each Fund may invest
in floating or variable rate Municipal Obligations. Floating
rate obligations have an interest rate which is fixed to a
specified interest rate, such as a bank prime rate, and is
automatically adjusted when the specified interest rate changes.
Variable rate obligations have an interest rate which is adjusted
at specified intervals to a specified interest rate. Periodic
interest rate adjustments help stabilize the obligations' market
values. Each Fund may purchase these obligations from the
issuers or may purchase participation interests in pools of these
obligations from banks or other financial institutions. Variable
and floating rate obligations usually carry demand features that
permit a Fund to sell the obligations back to the issuers or to
financial intermediaries at par value plus accrued interest upon
not more than 30 days' notice at any time or prior to specific
dates. Certain of these variable rate obligations, often
referred to as "adjustable rate put bonds," may have a demand
feature exercisable on specific dates once or twice each year.
Neither Fund will invest more than 10% of its net assets in
floating or variable rate obligations as to which it cannot
exercise the demand feature on not more than seven days' notice
if the Adviser, under the direction of the Board of Trustees,
determines that there is no secondary market available for these
obligations and all other illiquid securities. If a Fund invests
a substantial portion of its assets in obligations with demand
features permitting sale to a limited number of entities, the
inability of the entities to meet demands to purchase the
obligations could affect the Fund's liquidity. However,
obligations with demand features frequently are secured by
letters of credit or comparable guarantees that may reduce the
risk that an entity would not be able to meet such demands. In
determining whether an obligation secured by a letter of credit
meets a Fund's quality standards, the Adviser will ascribe to
such obligation the same rating given to unsecured debt issued by
the letter of credit provider. In looking to the
creditworthiness of a party relying on a foreign bank for credit
support, the Adviser will consider whether adequate public
information about the bank is available and whether the bank may
be subject to unfavorable political or economic developments,
currency controls or other governmental restrictions affecting
its ability to honor its credit commitment.

INVERSE FLOATING OBLIGATIONS. The Tax-Free Intermediate Term
Fund may invest in securities representing interests in Municipal
Obligations, known as inverse floating obligations, which pay
interest rates that vary inversely to changes in the interest
rates of specified short-term Municipal Obligations or an index
of short-term Municipal Obligations. The interest rates on
inverse floating obligations will typically decline as short-term
market interest rates increase and increase as short-term market
rates decline. Such securities have the effect of providing a
degree of investment leverage, since they will generally increase
or decrease in value in response to changes in market interest
rates at a rate which is a multiple (typically two) of the rate
at which fixed-rate, long-term Municipal Obligations increase or
decrease in response to such changes. As a result, the market
value of inverse floating obligations will generally be more
volatile than the market values of fixed-rate Municipal
Obligations.

WHEN-ISSUED OBLIGATIONS. Each Fund may invest in when-issued
Municipal Obligations. Obligations offered on a when-issued
basis are settled by delivery and payment after the date of the
transaction, usually within 15 to 45 days. A Fund will maintain
a segregated account with its Custodian of cash or high-quality
liquid debt securities, marked to market daily, in an amount
equal to its when-issued commitments. Because these transactions
are subject to market fluctuations, a significant commitment to
when-issued purchases could result in fluctuation of the net
asset value of the Tax-Free Money Fund and greater fluctuation of
the net asset value of the Tax-Free Intermediate Term Fund. Each
Fund will only make commitments to purchase when-issued
obligations with the intention of actually acquiring the
obligations and not for the purpose of investment leverage.

LENDING PORTFOLIO SECURITIES. Each Fund may make short-term
loans of its portfolio securities to banks, brokers and dealers.
Lending portfolio securities exposes a Fund to the risk that the
borrower may fail to return the loaned securities or may not be
able to provide additional collateral or that a Fund may
experience delays in recovery of the loaned securities or loss of
rights in the collateral if the borrower fails financially. To
minimize these risks, the borrower must agree to maintain
collateral marked to market daily, in the form of cash and/or
U.S. Government obligations, with the Funds' Custodian in an
amount at least equal to the market value of the loaned
securities. Each Fund will limit the amount of its loans of
portfolio securities to no more than 25% of its net assets. This
lending policy may not be changed by either Fund without the
affirmative vote of a majority of its outstanding shares.

OBLIGATIONS WITH PUTS ATTACHED. Each Fund may purchase
Municipal Obligations with the right to resell the obligation to
the seller at a specified price or yield within a specified
period. The right to resell is commonly known as a "put" or a
"standby commitment." Each Fund may purchase Municipal
Obligations with puts attached from banks and broker-dealers.
Each Fund intends to use obligations with puts attached for
liquidity purposes to ensure a ready market for the underlying
obligations at an acceptable price. Although no value is
assigned to any puts on Municipal Obligations, the price which a
Fund pays for the obligations may be higher than the price of
similar obligations without puts attached. The purchase of
obligations with puts attached involves the risk that the seller
may not be able to repurchase the underlying obligation. Each
Fund intends to purchase such obligations only from sellers
deemed by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks. In addition, the
value of the obligations with puts attached held by a Fund will
not exceed 10% of its net assets.

LEASE OBLIGATIONS. The Tax-Free Intermediate Term Fund may
invest in Municipal Obligations that constitute participations in
lease obligations or installment purchase contract obligations
("lease obligations") of municipal authorities or entities.
Although lease obligations do not constitute general obligations
of the municipality for which the municipality's taxing power is
pledged, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate and make the
payments due under the lease obligation. However, certain lease
obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is
appropriated for such purpose on an annual basis. In addition to
the "non-appropriation" risk, these securities represent a
relatively new type of financing that has not yet developed the
depth of marketability associated with more conventional bonds.
Although "non-appropriation" lease obligations are secured by the
leased property, the disposition of the property in the event of
foreclosure might prove difficult. The Tax-Free Intermediate
Term Fund will seek to minimize these risks by not investing more
than 10% of its net assets in lease obligations if the Adviser
determines that there is no secondary market available for these
obligations and all other illiquid securities, and by only
investing in "non-appropriation" lease obligations that meet
certain criteria of the Adviser. The Fund does not intend to
invest more than an additional 5% of its net assets in municipal
lease obligations determined by the Adviser, under the direction
of the Board of Trustees, to be liquid. The Fund will only
purchase unrated lease obligations which meet the Fund's quality
standards, as determined by the Adviser, under the direction of
the Board of Trustees, including an assessment of the likelihood
that the lease will not be cancelled.

SECURITIES WITH LIMITED MARKETABILITY. Each Fund may invest
in the aggregate up to 10% of its net assets in securities that
are not readily marketable, including: participation interests
that are not subject to the demand feature described above;
floating and variable rate obligations as to which the Funds
cannot exercise the related demand feature described above and as
to which there is no secondary market; lease obligations for
which there is no secondary market; and repurchase agreements not
terminable within seven days.

BORROWING AND PLEDGING. As a temporary measure for
extraordinary or emergency purposes, each Fund may borrow money
from banks or other persons in an amount not exceeding 10% of its
total assets. Each Fund may pledge assets in connection with
borrowings but will not pledge more than 10% of its total assets.
Neither Fund will make any additional purchases of portfolio
securities while borrowings are outstanding. Borrowing magnifies
the potential for gain or loss on the portfolio securities of the
Funds and, therefore, if employed, increases the possibility of
fluctuation in a Fund's net asset value. This is the speculative
factor known as leverage. To reduce the risks of borrowing, the
Funds will limit their borrowings as described above. Each
Fund's policies on borrowing and pledging are fundamental
policies which may not be changed without the affirmative vote of
a majority of its outstanding shares.

HOW TO PURCHASE SHARES
- ----------------------
Tax-Free Money Fund
-------------------
Your initial investment in the Tax-Free Money Fund ordinarily
must be at least $1,000. Shares of the Fund are sold on a
continuous basis at the net asset value next determined after
receipt of a purchase order by the Trust.

INITIAL INVESTMENTS BY MAIL. You may open an account and make
an initial investment in the Tax-Free Money Fund by sending a
check and a completed account application form to MGF Service
Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354. Checks should
be made payable to the "Tax-Free Money Fund." An account
application is included in this Prospectus.

You will be sent within five business days after the end of
each month a written statement disclosing each purchase or
redemption effected and each dividend or distribution credited to
your account during the month. Certificates representing shares
are not issued. The Trust and the Adviser reserve the rights to
limit the amount of investments and to refuse to sell to any
person.

Investors should be aware that the Funds' account application
contains provisions in favor of the Trust, MGF Service Corp. and
certain of their affiliates, excluding such entities from certain
liabilities (including, among others, losses resulting from
unauthorized shareholder transactions) relating to the various
services (for example, telephone redemptions and exchanges and
check redemptions) made available to investors.

Should an order to purchase shares be canceled because your
check does not clear, you will be responsible for any resulting
losses or fees incurred by the Trust or MGF Service Corp. in the
transaction.

INITIAL INVESTMENTS BY WIRE. You may also purchase shares of
the Tax-Free Money Fund by wire. Please telephone MGF Service
Corp. (Nationwide call toll-free 800-543-0407; in Cincinnati call
629-2050) for instructions. You should be prepared to give the
name in which the account is to be established, the address,
telephone number and taxpayer identification number for the
account, and the name of the bank which will wire the money.

You may receive a dividend on the day of your wire investment
provided you have given notice of your intention to make such
investment to MGF Service Corp. by 4:00 p.m., Eastern time, on
the preceding business day (or 12:00 noon, Eastern time, on the
same day of a wire investment in the case of investors utilizing
institutions that have made appropriate arrangements with MGF
Service Corp.). Your investment will be made at the net asset
value next determined after your wire is received together with
the account information indicated above. If the Trust does not
receive timely and complete account information, there may be a
delay in the investment of your money and any accrual of
dividends. To make your initial wire purchase, you are required
to mail a completed account application to MGF Service Corp.
Your bank may impose a charge for sending your wire. There is
presently no fee for receipt of wired funds, but MGF Service
Corp. reserves the right to charge shareholders for this service
upon thirty days' prior notice to shareholders.

ADDITIONAL INVESTMENTS. You may purchase and add shares to
your account by mail or by bank wire. Checks should be sent to
MGF Service Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354.
Checks should be made payable or endorsed to the "Tax-Free Money
Fund." Bank wires should be sent as outlined above. You may
also make additional investments at the Trust's offices at 312
Walnut Street, 21st Floor, Cincinnati, Ohio 45202. Each
additional purchase request must contain the name of your account
and your account number to permit proper crediting to your
account. While there is no minimum amount required for
subsequent investments, the Trust reserves the right to impose
such requirement.

CASH SWEEP PROGRAM. Cash accumulations in accounts with
financial institutions may be automatically invested in shares of
the Tax-Free Money Fund at the next determined net asset value on
a day selected by the institution or its customer, or when the
account balance reaches a predetermined dollar amount (e.g.,
$5,000).

Participating institutions are responsible for prompt
transmission of orders relating to the program. Institutions
participating in this program may charge their customers fees for
services relating to the program which would reduce the
customers' yield from an investment in the Fund. This Prospectus
should, therefore, be read together with any agreement between
the customer and the participating institution with regard to the
services provided, the fees charged for these services and any
restrictions and limitations imposed.

Tax-Free Intermediate Term Fund
-------------------------------
Your initial investment in the Tax-Free Intermediate Term Fund
ordinarily must be at least $1,000. You may purchase additional
shares through the Open Account Program described below. You may
open an account and make an initial investment through securities
dealers having a sales agreement with the Trust's principal
underwriter, Midwest Group Financial Services, Inc. (the
"Adviser"). You may also make a direct initial investment by
sending a check and a completed account application form to MGF
Service Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354.
Checks should be made payable to the "Tax-Free Intermediate Term
Fund." An account application is included in this Prospectus.

The Trust mails you confirmations of all purchases or
redemptions of shares of the Tax-Free Intermediate Term Fund.
Certificates representing shares are not ordinarily issued, but
you may receive a certificate without charge by sending a written
request to MGF Service Corp. Certificates for fractional shares
will not be issued. If a certificate has been issued to you, you
will not be permitted to redeem shares by check, to redeem or
exchange shares by telephone, or to use the automatic withdrawal
plan as to those shares. The Trust and the Adviser reserve the
rights to limit the amount of investments and to refuse to sell
to any person.

OPEN ACCOUNT PROGRAM. Please direct inquiries concerning the
services described in this section to MGF Service Corp. at the
address or numbers listed below.

After an initial investment, all investors are considered
participants in the Open Account Program. The Open Account
Program helps investors make purchases of shares of the Tax-Free
Intermediate Term Fund over a period of years and permits the
automatic reinvestment of dividends and distributions of the Fund
in additional shares without a sales load.

Under the Open Account Program, you may purchase and add
shares to your account at any time either through your securities
dealer or by sending a check to MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio 45201-5354. The check should be made payable to
the "Tax-Free Intermediate Term Fund."

Under the Open Account Program, you may also purchase shares
of the Tax-Free Intermediate Term Fund by bank wire. Please
telephone MGF Service Corp. (Nationwide call toll-free 800-543-
0407; in Cincinnati call 629-2050) for instructions. Your bank
may impose a charge for sending your wire. There is presently no
fee for receipt of wired funds, but MGF Service Corp. reserves
the right to charge shareholders for this service upon thirty
days' prior notice to shareholders.

Each additional purchase request must contain the name of your
account and your account number to permit proper crediting to
your account. While there is no minimum amount required for
subsequent investments, the Trust reserves the right to impose
such requirement. All purchases under the Open Account Program
are made at the public offering price next determined after
receipt of a purchase order by the Trust. If a broker-dealer
received concessions for selling shares of the Tax-Free
Intermediate Term Fund to a current shareholder, such broker-
dealer will receive the concessions described above with respect
to additional investments by the shareholder.

SALES LOAD ALTERNATIVES
- -----------------------
The Tax-Free Intermediate Term Fund offers two classes of
shares which may be purchased at the election of the purchaser.
The two classes of shares each represent interests in the same
portfolio of investments of the Fund, have the same rights and
are identical in all material respects except that (i) Class C
shares bear the expenses of higher distribution fees; (ii)
certain other class specific expenses will be borne solely by the
class to which such expenses are attributable, including transfer
agent fees attributable to a specific class of shares, printing
and postage expenses related to preparing and distributing
materials to current shareholders of a specific class,
registration fees incurred by a specific class of shares, the
expenses of administrative personnel and services required to
support the shareholders of a specific class, litigation or other
legal expenses relating to a class of shares, Trustees' fees or
expenses incurred as a result of issues relating to a specific
class of shares and accounting fees and expenses relating to a
specific class of shares; and (iii) each class has exclusive
voting rights with respect to matters relating to its own
distribution arrangements. The net income attributable to Class
C shares and the dividends payable on Class C shares will be
reduced by the amount of the incremental expenses associated with
the distribution fee (see "Distribution Plans"). Shares of the
Tax-Free Intermediate Term Fund purchased prior to February 1,
1994 are Class A shares.

The Fund's alternative sales arrangements permit investors to
choose the method of purchasing shares that is most beneficial
given the amount of the purchase, the length of time the investor
expects to hold his shares and other relevant circumstances.
Investors should determine whether under their particular
circumstances it is more advantageous to incur a front-end sales
load and be subject to lower ongoing charges, as discussed below,
or to have all of the initial purchase price invested in the Fund
with the investment thereafter being subject to higher ongoing
charges. A salesperson or any other person entitled to receive
any portion of a distribution fee may receive different
compensation for selling Class A or Class C shares.

As an illustration, investors who qualify for reduced sales
loads as described below, might elect the Class A sales load
alternative because similar sales load reductions are not
available for purchases under the Class C sales load alternative.
Moreover, shares acquired under the Class A sales load
alternative would be subject to lower ongoing distribution fees
as described below. Investors not qualifying for reduced initial
sales loads who expect to maintain their investment for an
extended period of time might also elect the Class A sales load
alternative because over time the accumulated continuing
distribution fees on Class C shares may exceed the difference in
initial sales loads between Class A and Class C shares. Again,
however, such investors must weigh this consideration against the
fact that less of their funds will be invested initially under
the Class A sales load alternative. Furthermore, the higher
ongoing distribution fees will be offset to the extent any return
is realized on the additional funds initially invested under the
Class C sales load alternative.

Some investors might determine that it would be more
advantageous to utilize the Class C sales load alternative to
have more of their funds invested initially, although remaining
subject to higher ongoing distribution fees and, for a one-year
period, being subject to a contingent deferred sales load. For
example, based on estimated fees and expenses, an investor
subject to the maximum 2% initial sales load on Class A shares
who elects to reinvest dividends in additional shares would have
to hold the investment in Class A shares approximately 4 years
before the accumulated ongoing distribution fees on the
alternative Class C shares would exceed the initial sales load
plus the accumulated ongoing distribution fees on Class A shares.
In this example and assuming the investment was maintained for
more than 4 years, the investor might consider purchasing Class A
shares. This example does not take into account the time value
of money which reduces the impact of the higher ongoing Class C
distribution fees, fluctuations in net asset value or the effect
of different performance assumptions.

In addition to the compensation otherwise paid to securities
dealers, the Adviser may from time to time pay from its own
resources additional cash bonuses or other incentives to selected
dealers in connection with the sale of shares of the Tax-Free
Intermediate Term Fund. On some occasions, such bonuses or
incentives may be conditioned upon the sale of a specified
minimum dollar amount of the shares of the Fund and/or other
funds in the Midwest Group during a specific period of time.
Such bonuses or incentives may include financial assistance to
dealers in connection with conferences, sales or training
programs for their employees, seminars for the public,
advertising, sales campaigns and other dealer-sponsored programs
or events.

Class A Shares
- --------------

Class A shares of the Tax-Free Intermediate Term Fund are sold
on a continuous basis at the public offering price next
determined after receipt of a purchase order by the Trust.
Purchase orders received by dealers prior to 4:00 p.m., Eastern
time, on any business day and transmitted to the Adviser by 5:00
p.m., Eastern time, that day are confirmed at the public offering
price determined as of the close of the regular session of
trading on the New York Stock Exchange on that day. It is the
responsibility of dealers to transmit properly completed orders
so that they will be received by the Adviser by 5:00 p.m.,
Eastern time. Dealers may charge a fee for effecting purchase
orders. Direct purchase orders received by MGF Service Corp. by
4:00 p.m., Eastern time, are confirmed at that day's public
offering price. Direct investments received by MGF Service Corp.
after 4:00 p.m., Eastern time, and orders received from dealers
after 5:00 p.m., Eastern time, are confirmed at the public
offering price next determined on the following business day.

The public offering price of Class A shares applicable to
investors whose accounts are opened after January 31, 1995 is the
next determined net asset value per share plus a sales load as
shown in the following table.

Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price*
- -------------------- ------- ------- ---------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50 1.52 1.35
$250,000 but less than $500,000 1.00 1.01 .90
$500,000 but less than $1,000,000 .75 .76 .65
$1,000,000 or more None** None**

Investors whose accounts were opened prior to February 1, 1995
are subject to a different table of sales loads as follows:

Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
- -------------------- ---------- -------- ----------
Less than $500,000 1.00% 1.01% 1.00%
$500,000 but less than $1,000,000 .75 .76 .75
$1,000,000 or more None** None**

* Until December 31, 1995, the Adviser will reallow the entire
amount of the sales load to unaffiliated dealers responsible
for sales of Class A shares.
** There is no front-end sales load on purchases of $1 million or
more but a contingent deferred sales load of .50% may apply
with respect to Class A shares if a commission was paid by the
Adviser to a participating unaffiliated dealer and the shares
are redeemed within twelve months from the date of purchase.

Under certain circumstances, the Adviser may increase or
decrease the reallowance to dealers. Dealers engaged in the sale
of shares of the Fund may be deemed to be underwriters under the
Securities Act of 1933. The Adviser retains the entire sales
load on all direct initial investments in the Fund and on all
investments in accounts with no designated dealer of record.

For initial purchases of Class A shares of $1,000,000 or more
made after October 1, 1995 and subsequent purchases further
increasing the size of the account, a dealer's commission of .50%
of the purchase amount may be paid by the Adviser to
participating unaffiliated dealers through whom such purchases
are effected. In determining a dealer's eligibility for such
commission, purchases of Class A shares of the Tax-Free
Intermediate Term Fund may be aggregated with concurrent
purchases of Class A shares of other Midwest Group funds.
Dealers should contact the Adviser concerning the applicability
and calculation of the dealer's commission in the case of
combined purchases. An exchange from other Midwest Group funds
will not qualify for payment of the dealer's commission, unless
such exchange is from a Midwest Group fund with assets as to
which a dealer's commission or similar payment has not been
previously paid. Redemptions of Class A shares may result in the
imposition of a contingent deferred sales load if the dealer's
commission described in this paragraph was paid in connection
with the purchase of such shares. See "Contingent Deferred Sales
Charge for Certain Purchases of Class A Shares" below.

REDUCED SALES LOAD. A "purchaser" (defined below) may use the
Right of Accumulation to combine the cost or current net asset
value (whichever is higher) of his existing Class A shares of the
load funds distributed by the Adviser with the amount of his
current purchases in order to take advantage of the reduced sales
loads set forth in the tables above. Purchases made in any load
fund distributed by the Adviser pursuant to a Letter of Intent
may also be eligible for the reduced sales loads. The minimum
initial investment under a Letter of Intent is $10,000. The load
funds currently distributed by the Adviser are listed in the
Exchange Privilege section of this Prospectus. Shareholders
should contact MGF Service Corp. for information about the Right
of Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE. You may purchase Class A shares
of the Tax-Free Intermediate Term Fund at net asset value when
the payment for your investment represents the proceeds from the
redemption of shares of any other mutual fund which has a front-
end sales load and is not distributed by the Adviser. Your
investment will qualify for this provision if the purchase price
of the shares of the other fund included a sales load and the
redemption occurred within one year of the purchase of such
shares and no more than sixty days prior to your purchase of
Class A shares of the Fund. To make a purchase at net asset
value pursuant to this provision, you must submit photocopies of
the confirmations (or similar evidence) showing the purchase and
redemption of shares of the other fund. Your payment may be made
with the redemption check representing the proceeds of the shares
redeemed, endorsed to the order of the "Tax-Free Intermediate
Term Fund." The redemption of shares of the other fund is, for
federal income tax purposes, a sale on which you may realize a
gain or loss. These provisions may be modified or terminated at
any time. Contact your securities dealer or the Trust for
further information.

Banks, bank trust departments and savings and loan
associations, in their fiduciary capacity or for their own
accounts, may also purchase Class A shares of the Tax-Free
Intermediate Term Fund at net asset value. To the extent
permitted by regulatory authorities, a bank trust department may
charge fees to clients for whose account it purchases shares at
net asset value. Federal and state credit unions may also
purchase Class A shares at net asset value.

In addition, Class A shares of the Tax-Free Intermediate Term
Fund may be purchased at net asset value by broker-dealers who
have a sales agreement with the Adviser, and their registered
personnel and employees, including members of the immediate
families of such registered personnel and employees.

Clients of investment advisers and financial planners may also
purchase Class A shares of the Tax-Free Intermediate Term Fund at
net asset value if their investment adviser or financial planner
has made arrangements to permit them to do so with the Trust and
the Adviser. The investment adviser or financial planner must
notify MGF Service Corp. that an investment qualifies as a
purchase at net asset value.

Trustees, directors, officers and employees of the Trust, the
Adviser or MGF Service Corp., including members of the immediate
family of such individuals, may also purchase Class A shares of
the Tax-Free Intermediate Term Fund at net asset value.

CONTINGENT DEFERRED SALES LOAD FOR CERTAIN PURCHASES OF
CLASS A SHARES. A contingent deferred sales load is imposed upon
certain redemptions of Class A shares of the Tax-Free
Intermediate Term Fund (or shares into which such Class A shares
were exchanged) purchased at net asset value in amounts totaling
$1 million or more if the dealer's commission described above was
paid by the Adviser and the shares are redeemed within twelve
months from the date of purchase. The contingent deferred sales
load will be paid to the Adviser and will be equal to .50% of the
lesser of (1) the net asset value at the time of purchase of the
Class A shares being redeemed or (2) the net asset value of such
Class A shares at the time of redemption. In determining whether
the contingent deferred sales load is payable, it is assumed that
shares not subject to the contingent deferred sales load are the
first redeemed followed by other shares held for the longest
period of time. The contingent deferred sales load will not be
imposed upon shares representing reinvested dividends or capital
gains distributions, or upon amounts representing share
appreciation. If a purchase of Class A shares is subject to the
contingent deferred sales load, the investor will be so notified
on the confirmation for such purchase.

Redemptions of such Class A shares of the Tax-Free
Intermediate Term Fund held for at least 12 months will not be
subject to the contingent deferred sales load and an exchange of
such Class A shares into another Midwest Group fund is not
treated as a redemption and will not trigger the imposition of
the contingent deferred sales load at the time of such exchange.
A fund will "tack" the period for which such Class A shares being
exchanged were held onto the holding period of the acquired
shares for purposes of determining if a contingent deferred sales
load is applicable in the event that the acquired shares are
redeemed following the exchange; however, the period of time that
the redemption proceeds of such Class A shares are held in a
money market fund will not count toward the holding period for
determining whether a contingent deferred sales load is
applicable. (See "Exchange Privilege.")

The contingent deferred sales load is currently waived for
any partial or complete redemption following death or disability
(as defined in the Internal Revenue Code of 1986, as amended) of
a shareholder (including one who owns the shares with his or her
spouse as a joint tenant with rights of survivorship) from an
account in which the deceased or disabled is named. The Adviser
may require documentation prior to waiver of the charge,
including death certificates, physicians' certificates, etc.

ADDITIONAL INFORMATION. For purposes of determining the
applicable sales load and for purposes of the Letter of Intent
and Right of Accumulation privileges, a purchaser includes an
individual, his spouse and their children under the age of 21,
purchasing shares for his or their own account; or a trustee or
other fiduciary purchasing shares for a single fiduciary account
although more than one beneficiary is involved; or employees of a
common employer, provided that economies of scale are realized
through remittances from a single source and quarterly
confirmation of such purchases; or an organized group, provided
that the purchases are made through a central administration, or
a single dealer, or by other means which result in economy of
sales effort or expense. Contact MGF Service Corp. for
additional information concerning purchases at net asset value or
at reduced sales loads.

Class C Shares
--------------
Class C shares of the Tax-Free Intermediate Term Fund are
sold on a continuous basis at the net asset value next determined
after receipt of a purchase order by the Trust. Purchase orders
received by dealers prior to 4:00 p.m., Eastern time, on any
business day and transmitted to the Adviser by 5:00 p.m., Eastern
time, that day are confirmed at the net asset value determined as
of the close of the regular session of trading on the New York
Stock Exchange on that day. It is the responsibility of dealers
to transmit properly completed orders so that they will be
received by the Adviser by 5:00 p.m., Eastern time. Dealers may
charge a fee for effecting purchase orders. Direct purchase
orders received by MGF Service Corp. by 4:00 p.m., Eastern time,
are confirmed at that day's net asset value. Direct investments
received by MGF Service Corp. after 4:00 p.m., Eastern time, and
orders received from dealers after 5:00 p.m., Eastern time, are
confirmed at the net asset value next determined on the following
business day.

A contingent deferred sales load is imposed on Class C
shares of the Tax-Free Intermediate Term Fund if an investor
redeems an amount which causes the current value of the
investor's account to fall below the total dollar amount of
purchase payments subject to the deferred sales load, except that
no such charge is imposed if the shares redeemed have been
acquired through the reinvestment of dividends or capital gains
distributions or to the extent the amount redeemed is derived
from increases in the value of the account above the amount of
purchase payments subject to the deferred sales load.

Whether a contingent deferred sales load is imposed will
depend on the amount of time since the investor made a purchase
payment from which an amount is being redeemed. Purchases are
subject to the contingent deferred sales load according to the
following schedule:

Year Since Purchase Contingent Deferred
Payment was Made Sales Load
------------------- -------------------
First Year 1%
Thereafter None

In determining whether a contingent deferred sales load is
payable, it is assumed that the purchase payment from which the
redemption is made is the earliest purchase payment (from which a
redemption or exchange has not already been effected). If the
earliest purchase from which a redemption has not yet been
effected was made within one year before the redemption, then a
deferred sales load at the rate of 1% will be imposed.

The following example will illustrate the operation of the
contingent deferred sales load. Assume that an individual opens
an account and purchases 1,000 shares at $10 per share and that
six months later the net asset value per share is $12 and, during
such time, the investor has acquired 50 additional shares through
reinvestment of distributions. If at such time the investor
should redeem 450 shares (proceeds of $5,400), 50 shares will not
be subject to the load because of dividend reinvestment. With
respect to the remaining 400 shares, the load is applied only to
the original cost of $10 per share and not to the increase in net
asset value of $2 per share. Therefore, $4,000 of the $5,400
redemption proceeds will be charged the load. At the rate of 1%,
the contingent deferred sales load would be $40. In determining
whether an amount is available for redemption without incurring a
deferred sales load, the purchase payments made for all Class C
shares of the Tax-Free Intermediate Term Fund in the
shareholder's account are aggregated, and the current value of
all such shares is aggregated.

All sales loads imposed on redemptions are paid to the
Adviser. The Adviser intends to pay a commission of 1% of the
purchase amount to participating brokers at the time the investor
purchases Class C shares of the Tax-Free Intermediate Term Fund.

SHAREHOLDER SERVICES
- --------------------
Contact MGF Service Corp. (Nationwide call toll-free 800-
543-0407; in Cincinnati call 629-2050) for additional information
about the shareholder services described below.

Automatic Withdrawal Plan
-------------------------
If the shares in your account have a value of at least
$5,000, you may elect to receive, or may designate another person
to receive, monthly or quarterly payments in a specified amount
of not less than $50 each. There is no charge for this service.
Purchases of additional Class A shares of the Tax-Free
Intermediate Term Fund while the plan is in effect are generally
undesirable because a sales load is incurred whenever purchases
are made.

Direct Deposit Plans
--------------------
Shares of either Fund may be purchased through direct
deposit plans offered by certain employers and government
agencies. These plans enable a shareholder to have all or a
portion of his or her payroll or social security checks
transferred automatically to purchase shares of the Funds.

Automatic Investment Plan
-------------------------
You may make automatic monthly investments in either Fund
from your bank, savings and loan or other depository institution
account. The minimum initial and subsequent investments must be
$50 under the plan. MGF Service Corp. pays the costs associated
with these transfers, but reserves the right, upon thirty days'
written notice, to make reasonable charges for this service.
Your depository institution may impose its own charge for
debiting your account which would reduce your return from an
investment in the Funds.

Reinvestment Privilege
----------------------
If you have redeemed shares of the Tax-Free Intermediate
Term Fund, you may reinvest all or part of the proceeds without
any additional sales load. This reinvestment must occur within
thirty days of the redemption and the privilege may only be
exercised once per year.

HOW TO REDEEM SHARES
- --------------------

You may redeem shares of either Fund on each day that the
Trust is open for business. You will receive the net asset value
per share next determined after receipt by MGF Service Corp. of
your redemption request in the form described below, less any
applicable contingent deferred sales load. Payment is normally
made within three business days after tender in such form,
provided that payment in redemption of shares purchased by check
will be effected only after the check has been collected, which
may take up to fifteen days from the purchase date. To eliminate
this delay, you may purchase shares of the Funds by certified
check or wire.

A contingent deferred sales load may apply to a redemption
of Class C shares of the Tax-Free Intermediate Term Fund or to a
redemption of certain Class A shares of the Fund purchased at net
asset value. (See "How to Purchase Shares.")

BY TELEPHONE. You may redeem shares by telephone. The
proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any
commercial bank or brokerage firm in the United States as
designated on your application. To redeem by telephone, call MGF
Service Corp. (Nationwide call toll-free 800-543-0407; in
Cincinnati call 629-2050). The redemption proceeds from your
Tax-Free Money Fund account will normally be sent by mail or by
wire within one business day (but not later than three business
days) after receipt of your telephone instructions. Any
redemption requests by telephone must be received in proper form
prior to 12:00 noon, Eastern time, on any business day in order
for payment by wire to be made that day. The redemption proceeds
from your Tax-Free Intermediate Term Fund account will be sent by
mail or by wire within three business days after receipt of your
telephone instructions.

The telephone redemption privilege is automatically
available to all shareholders. You may change the bank or
brokerage account which you have designated under this procedure
at any time by writing to MGF Service Corp. with your signature
guaranteed by any eligible guarantor institution (including
banks, brokers and dealers, municipal securities brokers and
dealers, government securities brokers and dealers, credit
unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations) or by
completing a supplemental telephone redemption authorization
form. Contact MGF Service Corp. to obtain this form. Further
documentation will be required to change the designated account
if shares are held by a corporation, fiduciary or other
organization.

Neither the Trust, MGF Service Corp., nor their respective
affiliates will be liable for complying with telephone
instructions they reasonably believe to be genuine or for any
loss, damage, cost or expense in acting on such telephone
instructions. The affected shareholders will bear the risk of
any such loss. The Trust or MGF Service Corp., or both, will
employ reasonable procedures to determine that telephone
instructions are genuine. If the Trust and/or MGF Service Corp.
do not employ such procedures, they may be liable for losses due
to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification
prior to acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone
instructions.

BY MAIL. You may redeem any number of shares from your
account by sending a written request to MGF Service Corp. The
request must state the number of shares or the dollar amount to
be redeemed and your account number. The request must be signed
exactly as your name appears on the Trust's account records. If
the shares to be redeemed have a value of $25,000 or more, your
signature must be guaranteed by any of the eligible guarantor
institutions outlined above.

Written redemption requests may also direct that the
proceeds be deposited directly in the bank account or brokerage
account designated on your account application for telephone
redemptions. Proceeds of redemptions requested by mail are
mailed within three business days following receipt of
instructions in proper form.

BY CHECK. You may establish a special checking account with
either Fund for the purpose of redeeming shares by check. Checks
may be made payable to anyone for any amount, but checks may not
be certified.

When a check is presented to the Custodian for payment, MGF
Service Corp., as your agent, will cause the Fund to redeem a
sufficient number of full and fractional shares in your account
to cover the amount of the check. Checks will be processed at
the net asset value on the day the check is presented to the
Custodian for payment.

If the amount of a check is greater than the value of the
shares held in your account, the check will be returned.
Shareholders of the Tax-Free Intermediate Term Fund should
consider potential fluctuations in the net asset value of the
Fund's shares when writing checks. A check representing a
redemption request will take precedence over any other redemption
instructions issued by a shareholder.

As long as no more than six check redemptions are effected
in your account in any month, there will be no charge for the
check redemption privilege. However, after six check redemptions
are effected in your account in a month, MGF Service Corp. will
charge you $.25 for each additional check redemption effected
that month. MGF Service Corp. charges shareholders its costs for
each stop payment and each check returned for insufficient funds.
In addition, MGF Service Corp. reserves the right to make
additional charges to recover the costs of providing the check
redemption service. All charges will be deducted from your
account by redemption of shares in your account. The check
redemption procedure may be suspended or terminated at any time
upon written notice by the Trust or MGF Service Corp.

Shareholders of the Tax-Free Intermediate Term Fund should
be aware that writing a check (a redemption of shares) is a
taxable event. Shares of the Tax-Free Intermediate Term Fund for
which certificates have been issued may not be redeemed by check.
Shareholders who invest in the Tax-Free Money Fund through a cash
sweep or similar program with a financial institution are not
eligible for the checkwriting privilege.

THROUGH BROKER-DEALERS. You may also redeem shares of the
Tax-Free Intermediate Term Fund by placing a wire redemption
request through a securities broker or dealer. Unaffiliated
broker-dealers may impose a fee on the shareholder for this
service. You will receive the net asset value per share next
determined after receipt by the Trust or its agent of your wire
redemption request. It is the responsibility of broker-dealers
to properly transmit wire redemption orders.

ADDITIONAL REDEMPTION INFORMATION. If your instructions
request a redemption by wire, you will be charged an $8
processing fee by the Funds' Custodian. The Trust reserves the
right, upon thirty days' written notice, to change the processing
fee. All charges will be deducted from your account by
redemption of shares in your account. Your bank or brokerage
firm may also impose a charge for processing the wire. In the
event that wire transfer of funds is impossible or impractical,
the redemption proceeds will be sent by mail to the designated
account.

Redemption requests may direct that the proceeds be
deposited directly in your account with a commercial bank or
other depository institution via an Automated Clearing House
(ACH) transaction. There is currently no charge for ACH
transactions. Contact MGF Service Corp. for more information
about ACH transactions.

If a certificate for shares of the Tax-Free Intermediate
Term Fund was issued, it must be delivered to MGF Service Corp.,
or the dealer in the case of a wire redemption, duly endorsed or
accompanied by a duly endorsed stock power, with the signature
guaranteed by any of the eligible guarantor institutions outlined
above.

At the discretion of the Trust or MGF Service Corp.,
corporate investors and other associations may be required to
furnish an appropriate certification authorizing redemptions to
ensure proper authorization. The Trust reserves the right to
require you to close your account if at any time the value of
your shares is less than $1,000 (based on actual amounts invested
including any sales load paid, unaffected by market fluctuations)
or such other minimum amount as the Trust may determine from time
to time. After notification to you of the Trust's intention to
close your account, you will be given thirty days to increase the
value of your account to the minimum amount.

The Trust reserves the right to suspend the right of
redemption or to postpone the date of payment for more than three
business days under unusual circumstances as determined by the
Securities and Exchange Commission.

EXCHANGE PRIVILEGE
- ------------------
Shares of either Fund and of any other fund of the Midwest
Group of Funds may be exchanged for each other.

Shares of the Tax-Free Money Fund and Class A shares of the
Tax-Free Intermediate Term Fund which are not subject to a
contingent deferred sales load may be exchanged for Class A
shares of any other fund and for shares of any other fund which
offers only one class of shares (provided such shares are not
subject to a contingent deferred sales load). A sales load will
be imposed equal to the excess, if any, of the sales load rate
applicable to the shares being acquired over the sales load rate,
if any, previously paid on the shares being exchanged. A
contingent deferred sales load may be imposed on a redemption of
shares of the Tax-Free Money Fund if such shares had previously
been acquired in connection with an exchange from another fund in
the Midwest Group which imposes a contingent deferred sales load,
as described in the prospectus of such other fund.

Class C shares of the Tax-Free Intermediate Term Fund, as
well as Class A shares of the Fund subject to a contingent
deferred sales load, may be exchanged, on the basis of relative
net asset value per share, for shares of any other fund which
imposes a contingent deferred sales load and for shares of any
fund which is a money market fund. A fund will "tack" the period
for which the shares being exchanged were held onto the holding
period of the acquired shares for purposes of determining if a
contingent deferred sales load is applicable in the event that
the acquired shares are redeemed following the exchange. The
period of time that shares are held in a money market fund will
not count toward the holding period for determining whether a
contingent deferred sales load is applicable.

The following are the funds of the Midwest Group of Funds
currently offered to the public. Funds which may be subject to a
front-end or contingent deferred sales load are indicated by an
asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
- ---------------------------- -----------------------
Tax-Free Money Fund *U.S. Government Securities Fund
Ohio Tax-Free Money Fund *Equity Fund
California Tax-Free Money Fund *Utility Fund
Royal Palm Florida Tax-Free *Treasury Total Return Fund
Money Fund
*Tax-Free Intermediate Term Fund Midwest Trust
*Ohio Insured Tax-Free Fund -------------
Short Term Government Income Fund
Institutional Government Income Fund
*Intermediate Term Government Income
Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

You may request an exchange by sending a written request to
MGF Service Corp. The request must be signed exactly as your
name appears on the Trust's account records. Exchanges may also
be requested by telephone. If you are unable to execute your
transaction by telephone (for example during times of unusual
market activity) consider requesting your exchange by mail or by
visiting the Trust's offices at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202. An exchange will be effected at the next
determined net asset value (or offering price, if sales load is
applicable) after receipt of a request by MGF Service Corp.

Exchanges may only be made for shares of funds then offered
for sale in your state of residence and are subject to the
applicable minimum initial investment requirements. The exchange
privilege may be modified or terminated by the Board of Trustees
upon 60 days' prior notice to shareholders. An exchange results
in a sale of fund shares, which may cause you to recognize a
capital gain or loss. Before making an exchange, contact MGF
Service Corp. to obtain a current prospectus for any of the other
funds in the Midwest Group and more information about exchanges
among the Midwest Group of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------
All of the net investment income of each Fund is declared as a
dividend to shareholders of record on each business day of the
Trust and paid monthly. Each Fund expects to distribute any net
realized long-term capital gains at least once each year.
Management will determine the timing and frequency of the
distributions of any net realized short-term capital gains. The
Funds will, at the time dividends are paid, designate as tax-
exempt the same percentage of the distribution as the actual tax-
exempt income earned during the period covered by the
distribution bore to total income earned during the period; the
percentage of the distribution which is tax-exempt may vary from
distribution to distribution.

Distributions are paid according to one of the following
options:

Share Option - income distributions and capital gains
distributions reinvested in additional
shares.

Income Option - income distributions and short-term capital
gains distributions paid in cash; long-term
capital gains distributions reinvested in
additional shares.

Cash Option - income distributions and capital gains
distributions paid in cash.

You should indicate your choice of option on your application.
If no option is specified on your application, distributions will
automatically be reinvested in additional shares. All
distributions will be based on the net asset value in effect on
the payable date.

If you select the Income Option or the Cash Option and the
U.S. Postal Service cannot deliver your checks or if your checks
remain uncashed for six months, your dividends may be reinvested
in your account at the then-current net asset value and your
account will be converted to the Share Option.

An investor in the Tax-Free Intermediate Term Fund who has
received in cash any dividend or capital gains distribution may
return the distribution within thirty days of the distribution
date to MGF Service Corp. for reinvestment at the net asset value
next determined after its return. The investor or his dealer
must notify MGF Service Corp. that a distribution is being
reinvested pursuant to this provision.

TAXES
- -----
Each Fund has qualified in all prior years and intends to
continue to qualify for the special tax treatment afforded a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay federal taxes on income and
capital gains distributed to shareholders. Each Fund also
intends to meet all IRS requirements necessary to ensure that it
is qualified to pay "exempt-interest dividends," which means that
the Fund may pass on to shareholders the federal tax-exempt
status of its investment income.

Each Fund intends to distribute substantially all of its net
investment income and any net realized capital gains to its
shareholders. For federal income tax purposes, a shareholder's
proportionate share of taxable distributions from a Fund's net
investment income as well as from net realized short-term capital
gains, if any, is taxable as ordinary income. Since the Funds'
investment income is derived from interest rather than dividends,
no portion of such distributions is eligible for the dividends
received deduction available to corporations. Distributions of
net realized long-term capital gains are taxable as long-term
capital gains regardless of how long you have held your Fund
shares.

Issuers of tax-exempt securities issued after August 31, 1986
are required to comply with various restrictions on the use and
investment of proceeds of sales of the securities. Any failure
by the issuer to comply with these restrictions would cause
interest on such securities to become taxable to the security
holders as of the date the securities were issued.

Interest on "specified private activity bonds," as defined by
the Tax Reform Act of 1986, is an item of tax preference possibly
subject to the alternative minimum tax (at the rate of 26% to 28%
for individuals and 20% for corporations). The Funds may invest
in such "specified private activity bonds" subject to the
requirement that each Fund invest its assets so that at least 80%
of its annual income will be exempt from federal income tax,
including the alternative minimum tax. The Tax Reform Act of
1986 also created a tax preference for corporations equal to one-
half of the excess of adjusted net book income over alternative
minimum taxable income. As a result, one-half of tax-exempt
interest income received from the Funds may be a tax preference
for corporate investors.

Redemptions and exchanges of shares of the Tax-Free
Intermediate Term Fund are taxable events on which a shareholder
may realize a gain or loss. If a shareholder buys shares of the
Tax-Free Intermediate Term Fund and sells them at a loss within
six months, any loss will be disallowed for federal income tax
purposes to the extent of the exempt-interest dividends received
on such shares. Any loss realized upon the sale of shares of the
Tax-Free Intermediate Term Fund within six months from the date
of their purchase will be treated as a long-term capital loss to
the extent of amounts treated as distributions of net realized
long-term capital gains during such six month period. In
addition, shareholders should be aware that interest on
indebtedness incurred to purchase or carry shares of either Fund
is not deductible for federal income tax purposes. Shareholders
receiving Social Security benefits may be taxed on a portion of
those benefits as a result of receiving tax-exempt income.

The Funds will mail to each of their shareholders a statement
indicating the amount and federal income tax status of all
distributions made during the year. Each Fund will report to its
shareholders the percentage and source of income earned on tax-
exempt obligations held by the Fund during the preceding year.
An exemption from federal income tax may not result in similar
exemptions under the laws of a particular state or local taxing
authority.

Shareholders should consult their tax advisors about the tax
effect of distributions and withdrawals from the Funds and the
use of the Automatic Withdrawal Plan and the Exchange Privilege.
The tax consequences described in this section apply whether
distributions are taken in cash or reinvested in additional
shares. The Funds may not be appropriate investments for persons
who are "substantial users" of facilities financed by industrial
development bonds or are "related persons" to such users; such
persons should consult their tax advisors before investing in the
Funds.

OPERATION OF THE FUNDS
- -----------------------
The Funds are diversified series of Midwest Group Tax Free
Trust, an open-end management investment company organized as a
Massachusetts business trust on April 13, 1981. The Board of
Trustees supervises the business activities of the Trust. Like
other mutual funds, the Trust retains various organizations to
perform specialized services for the Funds.

The Trust retains Midwest Group Financial Services, Inc., 312
Walnut Street, Cincinnati, Ohio (the "Adviser"), to manage the
Funds' investments and their business affairs. The Adviser was
organized in 1974 and is also the investment adviser to four
other series of the Trust, five series of Midwest Trust and four
series of Midwest Strategic Trust. The Adviser is a subsidiary
of Leshner Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. Each Fund pays the Adviser a fee equal
to the annual rate of .5% of the average value of its daily net
assets up to $100 million; .45% of such assets from $100 million
to $200 million; .4% of such assets from $200 million to $300
million; and .375% of such assets in excess of $300 million.

John J. Goetz, the Chief Investment Officer of the Adviser,
is primarily responsible for managing the portfolio of each Fund.
Mr. Goetz has been employed by the Adviser in various capacities
since 1981 and has been managing each Fund's portfolio since
October 1986.

The Funds are responsible for the payment of all operating
expenses, including fees and expenses in connection with
membership in investment company organizations, brokerage fees
and commissions, legal, auditing and accounting expenses,
expenses of registering shares under federal and state securities
laws, expenses related to the distribution of the Funds' shares
(see "Distribution Plans"), insurance expenses, taxes or
governmental fees, fees and expenses of the custodian, transfer
agent and accounting and pricing agent of the Funds, fees and
expenses of members of the Board of Trustees who are not
interested persons of the Trust, the cost of preparing and
distributing prospectuses, statements, reports and other
documents to shareholders, expenses of shareholders' meetings and
proxy solicitations, and such extraordinary or non-recurring
expenses as may arise, including litigation to which the Funds
may be a party and indemnification of the Trust's officers and
Trustees with respect thereto.

The Trust has retained MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio, a subsidiary of Leshner Financial, Inc., to
serve as the Funds' transfer agent, dividend paying agent and
shareholder service agent.

MGF Service Corp. also provides accounting and pricing
services to the Funds. MGF Service Corp. receives a monthly fee
from each Fund for calculating daily net asset value per share
and maintaining such books and records as are necessary to enable
it to perform its duties.

In addition, MGF Service Corp. has been retained by the
Adviser to assist the Adviser in providing administrative
services to the Funds. In this capacity, MGF Service Corp.
supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates the
preparation of reports to shareholders and reports to and filings
with the Securities and Exchange Commission and state securities
authorities. The Adviser (not the Funds) pays MGF Service Corp.
a fee for these administrative services equal to one-fourth of
its advisory fee from the Funds.

The Adviser serves as principal underwriter for the Funds
and, as such, is the exclusive agent for the distribution of
shares of the Funds. Robert H. Leshner, Chairman and a director
of the Adviser, is President and a Trustee of the Trust. John F.
Splain, Secretary and General Counsel of the Adviser, is
Secretary of the Trust.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to its
objective of seeking best execution of portfolio transactions,
the Adviser may give consideration to sales of shares of the
Funds as a factor in the selection of brokers and dealers to
execute portfolio transactions of the Funds. Subject to the
requirements of the Investment Company Act of 1940 and procedures
adopted by the Board of Trustees, the Funds may execute portfolio
transactions through any broker or dealer and pay brokerage
commissions to a broker (i) which is an affiliated person of the
Trust, or (ii) which is an affiliated person of such person, or
(iii) an affiliated person of which is an affiliated person of
the Trust or the Adviser.

Shares of each Fund have equal voting rights and liquidation
rights. Each Fund shall vote separately on matters submitted to
a vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. Each class of
shares of a Fund shall vote separately on matters relating to its
plan of distribution pursuant to Rule 12b-1 (see "Distribution
Plans"). When matters are submitted to shareholders for a vote,
each shareholder is entitled to one vote for each full share
owned and fractional votes for fractional shares owned. The
Trust does not normally hold annual meetings of shareholders.
The Trustees shall promptly call and give notice of a meeting of
shareholders for the purpose of voting upon the removal of any
Trustee when requested to do so in writing by shareholders
holding 10% or more of the Trust's outstanding shares. The Trust
will comply with the provisions of Section 16(c) of the
Investment Company Act of 1940 in order to facilitate
communications among shareholders.

DISTRIBUTION PLANS
- ------------------
CLASS A SHARES. Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Tax-Free Money Fund and Class A shares
of the Tax-Free Intermediate Term Fund have adopted a plan of
distribution (the "Class A Plan") under which such shares may
directly incur or reimburse the Adviser for certain distribution-
related expenses, including payments to securities dealers and
others who are engaged in the sale of shares of the Funds and who
may be advising investors regarding the purchase, sale or
retention of Fund shares; expenses of maintaining personnel who
engage in or support distribution of shares or who render
shareholder support services not otherwise provided by MGF
Service Corp.; expenses of formulating and implementing marketing
and promotional activities, including direct mail promotions and
mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of
additional information and reports for recipients other than
existing shareholders of the Funds; expenses of obtaining such
information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem
advisable; and any other expenses related to the distribution of
such shares.

Pursuant to the Class A Plan, the Funds may make payments to
dealers and other persons, including the Adviser and its
affiliates, who may be advising investors regarding the purchase,
sale or retention of shares of the Funds. For the fiscal year
ended June 30, 1995, the Tax-Free Money Fund and Class A shares
of the Tax-Free Intermediate Term Fund paid $22,000 and $146,143,
respectively, to the Adviser to reimburse it for payments made to
dealers and other persons who may be advising shareholders
regarding the retention of shares of the Funds.

The annual limitation for payment of expenses pursuant to the
Class A Plan is .25% of the Tax-Free Money Fund's average daily
net assets and .25% of the Tax-Free Intermediate Term Fund's
average daily net assets allocable to Class A shares.
Unreimbursed expenditures will not be carried over from year to
year. In the event the Class A Plan is terminated by a Fund in
accordance with its terms, the Fund will not be required to make
any payments for expenses incurred by the Adviser after the date
the Class A Plan terminates.

CLASS C SHARES. Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Tax-Free Intermediate Term Fund has
adopted a plan of distribution (the "Class C Plan") which
provides for two categories of payments. First, the Class C Plan
provides for the payment to the Adviser of an account maintenance
fee, in an amount equal to an annual rate of .25% of the Fund's
average daily net assets allocable to Class C shares, which may
be paid to other dealers based on the average value of Fund
shares owned by clients of such dealers. In addition, the Class
C shares may directly incur or reimburse the Adviser in an amount
not to exceed .75% per annum of the Fund's average daily net
assets allocable to Class C shares for expenses incurred in the
distribution and promotion of the Fund's Class C shares,
including payments to securities dealers and others who are
engaged in the sale of shares of the Fund and who may be advising
investors regarding the purchase, sale or retention of such
shares; expenses of maintaining personnel who engage in or
support distribution of shares or who render shareholder support
services not otherwise provided by MGF Service Corp.; expenses of
formulating and implementing marketing and promotional
activities, including direct mail promotions and mass media
advertising; expenses of preparing, printing and distributing
sales literature and prospectuses and statements of additional
information and reports for recipients other than existing
shareholders of the Fund; expenses of obtaining such information,
analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable;
and any other expenses related to the distribution of the Fund's
Class C shares.

Pursuant to the Class C Plan, the Tax-Free Intermediate Term
Fund may make payments to dealers and other persons, including
the Adviser and its affiliates, who may be advising investors
regarding the purchase, sale or retention of Class C shares. For
the fiscal year ended June 30, 1995, Class C shares of the Tax-
Free Intermediate Term Fund paid $17,857 to the Adviser to
reimburse it for payments made to dealers and other persons who
may be advising shareholders regarding the retention of shares of
the Fund.

Unreimbursed expenditures will not be carried over from year
to year. In the event the Class C Plan is terminated by the Tax-
Free Intermediate Term Fund in accordance with its terms, the
Fund will not be required to make any payments for expenses
incurred by the Adviser after the date the Class C Plan
terminates. The Adviser may make payments to dealers and other
persons in an amount up to .75% per annum of the average value of
Class C shares owned by their clients, in addition to the .25%
account maintenance fee described above.

GENERAL. Pursuant to the Plans, the Funds may also make
payments to banks or other financial institutions that provide
shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business
of underwriting, selling or distributing securities. Although
the scope of this prohibition under the Glass-Steagall Act has
not been clearly defined by the courts or appropriate regulatory
agencies, management of the Trust believes that the Glass-
Steagall Act should not preclude a bank from providing such
services. However, state securities laws on this issue may
differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register
as dealers pursuant to state law. If a bank were prohibited from
continuing to perform all or a part of such services, management
of the Trust believes that there would be no material impact on
the Funds or their shareholders. Banks may charge their
customers fees for offering these services to the extent
permitted by applicable regulatory authorities, and the overall
return to those shareholders availing themselves of the bank
services will be lower than to those shareholders who do not.
The Funds may from time to time purchase securities issued by
banks which provide such services; however, in selecting
investments for the Funds, no preference will be shown for such
securities.

The Securities and Exchange Commission recently adopted
amendments proposed by the National Association of Securities
Dealers to its Rules of Fair Practice relating to asset-based
sales charges of mutual funds. The amendments require fund-level
accounting in which all sales charges - front-end load, 12b-1
fees or contingent deferred load - terminate when a percentage of
gross sales is reached.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------
On each day that the Trust is open for business, the share
price (net asset value) of the Tax-Free Money Fund's shares is
determined as of 12:00 noon and 4:00 p.m., Eastern time. The
share price of Class C shares and the public offering price (net
asset value plus applicable sales load) of Class A shares of the
Tax-Free Intermediate Term Fund is determined as of the close of
the regular session of trading on the New York Stock Exchange,
currently 4:00 p.m., Eastern time. The Trust is open for
business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in
a Fund's investments that its net asset value might be materially
affected. The net asset value per share of each Fund is
calculated by dividing the sum of the value of the securities
held by the Fund plus cash or other assets minus all liabilities
(including estimated accrued expenses) by the total number of
shares outstanding of the Fund, rounded to the nearest cent.

The Tax-Free Money Fund's portfolio securities are valued on
an amortized cost basis. In connection with the use of the
amortized cost method of valuation, the Tax-Free Money Fund
maintains a dollar-weighted average portfolio maturity of 90 days
or less, purchases only United States dollar-denominated
securities having remaining maturities of thirteen months or less
and invests only in securities determined by the Board of
Trustees to meet the Fund's quality standards and to present
minimal credit risks. Other assets of the Fund are valued at
their fair value as determined in good faith in accordance with
consistently applied procedures established by and under the
general supervision of the Board of Trustees. It is anticipated,
but there is no assurance, that the use of the amortized cost
method of valuation by the Tax-Free Money Fund will enable it to
maintain a stable net asset value per share of $1.

Tax-exempt portfolio securities are valued for the Tax-Free
Intermediate Term Fund by an outside independent pricing service
approved by the Board of Trustees. The service generally
utilizes a computerized grid matrix of tax-exempt securities and
evaluations by its staff to determine what it believes is the
fair value of the portfolio securities. The Board of Trustees
believes that timely and reliable market quotations are generally
not readily available to the Tax-Free Intermediate Term Fund for
purposes of valuing tax-exempt securities and that valuations
supplied by the pricing service are more likely to approximate
the fair value of the tax-exempt securities. If, in the
Adviser's opinion, the valuation provided by the service does not
accurately reflect the fair value of a tax-exempt security, it
will value the security at the average of the prices quoted by at
least two independent market makers. The quoted price will
represent the market maker's opinion as to the price that a
willing buyer would pay for the security. All other securities
(and other assets) for which market quotations are not readily
available are valued at their fair value as determined in good
faith in accordance with consistently applied procedures
established by and under the general supervision of the Board of
Trustees. The net asset value per share of the Tax-Free
Intermediate Term Fund will fluctuate with the value of the
securities it holds.

PERFORMANCE INFORMATION
- -----------------------
From time to time, the Tax-Free Money Fund may advertise its
"current yield" and "effective yield." Both yield figures are
based on historical earnings and are not intended to indicate
future performance. The "current yield" of the Tax-Free Money
Fund refers to the income generated by an investment in the Fund
over a seven-day period (which period will be stated in the
advertisement). This income is then "annualized." That is, the
amount of income generated by the investment during that week is
assumed to be generated each week over a 52-week period and is
shown as a percentage of the investment. The "effective yield"
is calculated similarly but, when annualized, the income earned
by an investment in the Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "current
yield" because of the compounding effect of this assumed
reinvestment. In addition, the Tax-Free Money Fund may advertise
together with its "current yield" or "effective yield" a tax-
equivalent "current yield" or "effective yield" which reflects
the yield which would be required of a taxable investment at a
stated income tax rate in order to equal the Fund's "current
yield" or "effective yield."

From time to time, the Tax-Free Intermediate Term Fund may
advertise its "average annual total return." The Fund may also
advertise "yield." Both yield and average annual total return
figures are based on historical earnings and are not intended to
indicate future performance. Total return and yield are computed
separately for Class A and Class C shares. The yield of Class A
shares is expected to be higher than the yield of Class C shares
due to the higher distribution fees imposed on Class C shares.

The "average annual total return" of the Tax-Free
Intermediate Term Fund refers to the average annual compounded
rates of return over the most recent 1, 5 and 10 year periods
(which periods will be stated in the advertisement) that would
equate an initial amount invested at the beginning of a stated
period to the ending redeemable value of the investment. The
calculation of "average annual total return" assumes the
reinvestment of all dividends and distributions and, for Class A
shares, the deduction of the current maximum sales load from the
initial investment. The Tax-Free Intermediate Term Fund may also
advertise total return (a "nonstandardized quotation") which is
calculated differently from "average annual total return". A
nonstandardized quotation of total return may be a cumulative
return which measures the percentage change in the value of an
account between the beginning and end of a period, assuming no
activity in the account other than reinvestment of dividends and
capital gains distributions. A nonstandardized quotation of
total return may also indicate average annual compounded rates of
return over periods other than those specified for "average
annual total return." These nonstandardized returns do not
include the effect of the applicable sales load which, if
included, would reduce total return. A nonstandardized quotation
of total return will always be accompanied by the Fund's "average
annual total return" as described above.

The "yield" of the Tax-Free Intermediate Term Fund is
computed by dividing the net investment income per share earned
during a thirty-day (or one month) period stated in the
advertisement by the maximum public offering price per share on
the last day of the period (using the average number of shares
entitled to receive dividends). The yield formula assumes that
net investment income is earned and reinvested at a constant rate
and annualized at the end of a six-month period. In addition,
the Tax-Free Intermediate Term Fund may advertise together with
its "yield" a tax-equivalent yield which reflects the yield which
would be required of a taxable investment at a stated income tax
rate in order to equal the Fund's "yield."

From time to time, the Funds may advertise their performance
rankings as published by recognized independent mutual fund
statistical services such as Lipper Analytical Services, Inc.
("Lipper"), or by publications of general interest such as
Forbes, Money, The Wall Street Journal, Business Week, Barron's,
Fortune or Morningstar Mutual Fund Values. The Funds may also
compare their performance to that of other selected mutual funds,
averages of the other mutual funds within their categories as
determined by Lipper, or recognized indicators. In connection
with a ranking, the Funds may provide additional information,
such as the particular category of funds to which the ranking
relates, the number of funds in the category, the criteria upon
which the ranking is based, and the effect of fee waivers and/or
expense reimbursements, if any. Each Fund may also present its
performance and other investment characteristics, such as
volatility or a temporary defensive posture, in light of the
Adviser's view of current or past market conditions or historical
trends.

Further information about the Tax-Free Intermediate Term
Fund's performance is contained in the Trust's annual report
which can be obtained by shareholders at no charge by calling MGF
Service Corp. (Nationwide call toll-free 800-543-0407; in
Cincinnati call 629-2050) or by writing to the Trust at the
address on the front of this Prospectus.

MIDWEST GROUP TAX FREE TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

OFFICERS
Robert H. Leshner, President
John F. Splain, Secretary
Mark J. Seger, Treasurer

INVESTMENT ADVISER
MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
- ---------
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999

TABLE OF CONTENTS
- -----------------
Expense Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Objectives. . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Policies. . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price and Public Offering Price . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . .

No person has been authorized to give any information or to
make any representations, other than those contained in this
Prospectus, in connection with the offering contained in this
Prospectus, and if given or made, such information or
representations must not be relied upon as being authorized by
the Trust. This Prospectus does not constitute an offer by the
Trust to sell shares in any State to any person to whom it is
unlawful for the Trust to make such offer in such State.

<TABLE>
<S> <C>
Account Application (check appropriate Fund) ACCOUNT NO. ____________________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
[ ] Tax Free Money Fund (2) $____________________ Home Office Address:____________________________
Tax Free Intermediate Term Fund Branch Address:_________________________________
[ ] A Shares (3) $____________________ Rep Name & No.:_________________________________
[ ] C Shares (16) $____________________ Rep Signature:__________________________________

___________________________________________________________________________________________________________________

[ ] Check or draft enclosed payable to the Fund(s) designated above.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)

Account Name S.S. #/Tax l.D.#

_________________________________________________________________ _________________________________________________
Name of Individual, Corporation, Organization, or Minor, etc. (In case of custodial account
please list minor's S.S.#)

_________________________________________________________________ Citizenship: [ ] U.S.
Name of Joint Tenant, Partner, Custodian [ ] Other ______________________

Address Phone

_________________________________________________________________ (_____)__________________________________________
Street or P.O. Box Business Phone

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

Occupation and Employer Name/Address __________________________________________________________________________________

Are you an associated person of an NASD member? [ ] Yes [ ] No
___________________________________________________________________________________________________________________

TAXPAYER IDENTIFICATION NUMBER _ Under penalties of perjury I certify that the Taxpayer Identification Number listed above is my
correct number. Check box if appropriate:
[ ] I am exempt from backup withholding under the provisions of section 3406(a)(1)(c) of the Internal Revenue Code; or I am not
subject to backup withholding because I have not been notified that I am subject to backup withholding as a result of a failure to
report all interest or dividends; or the Internal Revenue Service has notified me that I am no longer subject to backup withholding.
[ ] I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me and I have mailed or
delivered an application to receive a Taxpayer Identification Number to the Internal Revenue Service Center or Social Security
Administration Office. I understand that if I do not provide a Taxpayer Identification Number within 60 days that 31% of all
reportable payments will be withheld until I provide a number.
___________________________________________________________________________________________________________________

DISTRIBUTIONS (If no election is checked the SHARE OPTION will be assigned.)
[ ] Share Option _ Income distributions and capital gains distributions automatically reinvested in additional shares.
[ ] Income Option _ Income distributions and short term capital gains distributions paid in cash, long term capital gains
distributions reinvested in additional shares.
[ ] Cash Option _ Income distributions and capital gains distributions
paid in cash

REDEMPTION OPTIONS
I (we) authorize the Trust or MGF Service Corp. to act upon instructions
received by telephone, or upon receipt of and in the amounts of checks as
described below (if checkwriting is selected), to have amounts withdrawn
from our account in any fund in the Midwest Group (see prospectus for
limitations on this option) and:

[ ] WIRED ($1,000 minimum OR MAILED to my (our) bank account designated
below. I (we) further authorize the use of automated cash
transfers to and from the account designated below.
NOTE: For wire redemptions, the indicated bank should be a commercial bank.
Please attach a voided check for the account.

Bank Account Number ____________________________________________
Bank Routing Transit Number

Name of Account Holder ____________________________________________________________________________
Bank Address_____________________________________________________
Checkwriting (A signature card must be completed)
...to deposit the proceeds of such redemptions in the applicable Midwest Group Pay Through Draft Account (PTDA) or otherwise arrange
for application of such proceeds to payment of said checks. I (we) authorize the persons whose signatures appear on the PTDA ure
card to draw checks on the PTDA and to cause the redemption of my (our) shares of the Trust. I (we) agree to be bound by the Rules
and Regulations for the Midwest Group Pay Through Draft Account as such Rules and Regulations may be amended from time to time
___________________________________________________________________________________________________________________

REDUCED SALES CHARGES (TAX FREE INTERMEDIATE TERM FUND'S CLASS A SHARES ONLY)
Right of Accumulation: I apply for Right of Accumulation subject to the Agent's confirmation of the following holdings of eligible
load funds of the Midwest Group of Funds.

Account Number/Name Account Number/Name
___________________________________________________________- ________________________________________________________

___________________________________________________________- ________________________________________________________

Letter of Intent: (Complete the Right of Accumulation section if related accounts are being applied to your
Letter of Intent.)

[ ] l agree to the Letter of Intent in the current Prospectus of Midwest Group Tax Free Trust. Although I am not obligated to
purchase, and the Trust is not obligated to sell, I intend to invest over a 13 month period beginning ______________________
19 _______ (Purchase Date of not more than 90 days prior to this Letter) an aggregate amount in the load funds of the Midwest
Group of Funds at least equal to (check appropriate box):
[ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
___________________________________________________________________________________________________________________

SIGNATURES
By signature below each investor certifies that he has received a copy of the Funds' current Prospectus, that he is of legal age,
and that he has full authority and legal capacity for himself or the organization named below, to make this investment and to use
the options selected above. The investor appoints MGF Service Corp. as his agent to enter orders for shares whether by direct
purchase or exchange, to receive dividends and distributions for automatic reinvestment in additional shares of the Fund for
credit to the investor's account and to surrender for redemption shares held in the investor's account in accordance with any of the
procedures elected above or for payment of service charges incurred by the investor. The investor further agrees that MGF Service
Corp. can cease to act as such agent upon ten days' notice in writing to the investor at the address contained in this Application.
The investor hereby ratifies any instructions given pursuant to this Application and for himself and his successors and assigns does
hereby release MGF Service Corp., Midwest Group Tax Free Trust, Midwest Group Financial Services, Inc., and their respective
officers, employees, agents and affiliates from any and all liability in the performance of the acts instructed herein. Neither the
Trust, MGF Service Corp., nor their respective affiliates will be liable for complying with telephone instructions they reasonably
believe to be genuine or for any loss, damage, cost or expense in acting on such telephone instructions. The investor(s) will bear
the risk of any such loss. The Trust or MGF Service Corp., or both, will employ reasonable procedures to determine that telephone
instructions are genuine. If the Trust and/or MGF Service Corp. do not employ such procedures, they may be liable for losses due to
unauthorized or fraudulent instructions. These procedures may include, among others, requiring forms of personal identification
prior to acting upon telephone instructions, providing written confirmation of the transactions and/or tape recording telephone
instructions.

_______________________________________________________________- ________________________________________________________

Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any

___________________________________________________________- ________________________________________________________

Title of Corporate Officer, Trustee, etc. Date

NOTE: Corporations, trusts and other organizations must complete the resolution form on the reverse side.
Unless otherwise specified, each joint owner shall have full authority to act on behalf of the account.

AUTOMATIC INVESTMENT PLAN (Complete for Investments into the Fund(s))
The Automatic Investment Plan is available for all established accounts of Midwest Group Tax Free Trust. There is no charge for
this service, and it offers the convenience of automatic investing on a regular basis. The minimum investment is $50.00 per month.
For an account that is opened by using this Plan, the minimum initial and subsequent investments must be $50.00. Though a
continuous program of 12 monthly investments is recommended, the Plan may be discontinued by the shareholder at any time.

Please invest $ __________per month in the Fund. (Check applicable Fund) ABA Routing Number_______________________

[ ] Tax Free Money Fund [ ] Tax Free Intermediate Term Fund FI Account Number________________________

[ ] Checking Account [ ] Savings Account
_____________________________________________________________
Name of Financial Institution (FI) Please make my automatic investment on:

[ ] the last business day of each month
_____________________________________________________________ [ ] the 15th day of each month
City State [ ] both the 15th and last business day

X____________________________________________________________ X________________________________________________________
(Signature of Depositor EXACTLY as it appears on FI Records) (Signature of Joint Tenant - if any)

(Joint Signatures are required when bank account is in joint names. Please sign exactly as signature appears on your FI's records.)

Please attach a voided check for the Automatic Investment Plan.

Indemnification to Depositor's Bank
In consideration of your participation in a plan which MGF Service Corp. ("MGF") has put into effect, by which amounts,
determined by your depositor, payable to the Fund, for purchase of shares of the Fund, are collected by MGF, MGF hereby agrees:
MGF will indemnify and hold you harmless from any liability to any person or persons whatsoever arising out of the payment by
you of any amount drawn by the Fund to its own order on the account of your depositor or from any liability to any person whatsoever
arising out of the dishonor by you whether with or without cause or intentionally or inadvertently, of any such checks. MGF will
defend, at its own cost and expense, any action which might be brought against you by any person or persons whatsoever because of
your actions taken pursuant to the foregoing request or in any manner arising by reason of your participation in this arrangement.
MGF will refund to you any amount erroneously paid by you to the Fund on any such check if the claim for the amount of such
erroneous payment is made by you within six (6) months from the date of such erroneous payment; your participation in this
arrangement and that of the Fund may be terminated by thirty (30) days written notice from either party to the other.
____________________________________________________________________________________________________________________________

AUTOMATIC WITHDRAWAL PLAN (Complete for Withdrawals from the Fund(s))
This is an authorization for you to withdraw $_________________ from my mutual fund account beginning the last business day of the
month of _____________________.

Please Indicate Withdrawal Schedule (Check One): Please indicate which Fund: [ ] Tax Free Money Fund
[ ] Tax Free Intermediate Term Fund

[ ] Monthly _ Withdrawals will be made on the last business day of each month.
[ ] Quarterly _ Withdrawals will be made on or about 3/31, 6/30, 9/30 and 12/31.
[ ] Annually _ Please make withdrawals on the last business day of the month of:____________________

Please Select Payment Method (Check One):

[ ] Exchange: Please exchange the withdrawal proceeds into another Midwest account number: ____ ____ _ ____ ____ ____ ____
____ ____ _ ____
[ ] Check: Please mail a check for my withdrawal proceeds to the mailing address on this account.
[ ] ACH Transfer: Please send my withdrawal proceeds via ACH transfer to my bank checking or savings account as indicated below.
I understand that the transfer will be completed in two to three business days and that there is no charge.
[ ] Bank Wire: Please send my withdrawal proceeds via bank wire, to the account indicated below. I understand that the wire
will be completed in one business day and that there is an $8.00 fee.

Please attach a voided _______________________________________________________________________________________
check for ACH or bank wire Bank Name Bank Address

_______________________________________________________________________________________
Bank ABA# Account # Account Name

[ ] Send to special payee (other than applicant): Please mail a check for my withdrawal proceeds to the mailing
address below:

Name of payee_____________________________________________________________________________________________________________

Please send to: __________________________________________________________________________________________________________
Street address City State Zip
____________________________________________________________________________________________________________________________

RESOLUTIONS
(This Section to be completed by Corporations, Trusts, and Other Organizations)
RESOLVED: That this corporation or organization become a shareholder of the Midwest Group Tax Free Trust (the Trust) and that

____________________________________________________________________________________________________________________________
is (are) hereby authorized to complete and execute the Application on behalf of the corporation or organization and to take
any action for it as may be necessary or appropriate with respect to its shareholder account with the Fund, and it is
FURTHER RESOLVED: That any one of the above noted officers is authorized to sign any documents necessary or appropriate to
appoint MGF Service Corp. as redemption agent of the corporation or organization for shares of the Fund, to establish or
acknowledge terms and conditions governing the redemption of said shares and to otherwise implement the privileges elected
on the Application, and it is (If checkwriting privilege is not desired, please cross out the following resolution.)
FURTHER RESOLVED: That the corporation or organization participate in the Midwest Group Pay Through Draft Account (PTDA)
and that until otherwise ordered in writing, MGF Service Corp. is authorized to make redemptions of shares held by the
corporation or organization, and to make payment from PTDA upon and according to the check, draft, note or order of this
corporation or organization when signed by

____________________________________________________________________________________________________________________________
and to receive the same when so signed to the credit of, or payment to, the payee or any other holder without inquiry as
to the circumstances of issue or the disposition or proceeds, whether drawn to the individual order or tendered in payment of
individual obligations of the persons above named or other officers of this corporation or organization or otherwise.

Certificate

I hereby certify that the foregoing resolutions are in conformity with the Charter and By-Laws or other empowering documents
of the

____________________________________________________________________________________________________________________________
(Name of Organization)

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

and were adopted at a meeting of the Board of Directors or Trustees of the organization or corporation duly called and held on
_________________ at which a quorum was present and acting throughout, and that the same are now in full force and effect.
I further certify that the following is (are) duly elected officer(s) of the corporation or organization, authorized to act in
accordance with the foregoing resolutions.

Name Title

________________________________________________________________ _______________________________________________________

Witness my hand and seal of the corporation or organization this________________day of_____________________________, 19_______

________________________________________________________________ _______________________________________________________
*Secretary-Clerk Other Authorized Officer (if required)

*If the Secretary or other recording officer is authorized to act by the above resolutions, this certificate must also be signed by
another officer.

</TABLE>
<PAGE>

PROSPECTUS
November 1, 1995

MIDWEST GROUP TAX FREE TRUST
312 WALNUT STREET, 21st FLOOR
CINCINNATI, OHIO 45202-4094

OHIO INSURED TAX-FREE FUND
--------------------------
The Ohio Insured Tax-Free Fund (the "Fund"), a separate series of
Midwest Group Tax Free Trust, seeks the highest level of interest income
exempt from federal income tax and Ohio personal income tax, consistent with
protection of capital. The Fund invests primarily in high and medium-
quality, long-term Ohio municipal obligations which are protected by
insurance guaranteeing the payment of principal and interest in the event of
a default. Insurance does not guarantee the value of the Fund's shares.

THE FUND IS A NON-DIVERSIFIED SERIES AND THEREFORE MAY INVEST MORE THAN
5% OF ITS TOTAL ASSETS IN OHIO MUNICIPAL OBLIGATIONS ISSUED BY ONE ISSUER.

The Fund offers two classes of shares: Class A shares (sold subject to a
maximum 4% front-end sales load and a 12b-1 fee of up to .25% of average
daily net assets) and Class C shares (sold subject to a 1% contingent
deferred sales load for a one-year period and a 12b-1 fee of up to 1% of
average daily net assets). Each Class A and Class C share of the Fund
represents identical interests in the Fund's investment portfolio and has the
same rights, except that (i) Class C shares bear the expenses of higher
distribution fees, which will cause Class C shares to have a higher expense
ratio and to pay lower dividends than those related to Class A shares; (ii)
certain other class specific expenses will be borne solely by the class to
which such expenses are attributable; and (iii) each class has exclusive
voting rights with respect to matters relating to its own distribution
arrangements.

Midwest Group Financial Services, Inc. (the "Adviser") manages the
Fund's investments and its business affairs.

This Prospectus sets forth concisely the information about the Fund that
you should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated November 1, 1995 has
been filed with the Securities and Exchange Commission and is hereby
incorporated by reference in its entirety. A copy of the Statement of
Additional Information can be obtained at no charge by calling one of the
numbers listed below.
- -----------------------------------------------------------------------------
For Information or Assistance in Opening An Account, Please Call:

Nationwide (Toll-Free) . . . . . . . . . . . . . . . . . . . . 800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . . . . . . . . . . 513-629-2050
- -----------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

EXPENSE INFORMATION Class A Class C
- ------------------- Shares Shares
-------- --------
Shareholder Transaction Expenses
- ---------------------------------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price) 4% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price) None* 1%
Sales Load Imposed on Reinvested Dividends None None
Exchange Fee None None
Redemption Fee None** None**

* Purchases at net asset value of amounts totaling $1 million or more
may be subject to a contingent deferred sales load of .75% if a
redemption occurred within 12 months of purchase and a commission was
paid by the Adviser to a participating unaffiliated dealer.
** A wire transfer fee is charged by the Fund's Custodian in the case of
redemptions made by wire. Such fee is subject to change and is
currently $8. See "How to Redeem Shares."

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Class A Class C
Shares Shares
------- --------
Management Fees After Waivers(A) .48% .48%
12b-1 Fees(B) .01% .16%
Other Expenses .26% .61%
---- -----
Total Fund Operating Expenses After Waivers(C) .75% 1.25%
==== =====
(A) Absent waivers of management fees, such fees would have been .50% for
the fiscal year ended June 30, 1995.
(B) Class A shares may incur 12b-1 fees in an amount up to .25% of
average net assets and Class C shares may incur 12b-1 fees in an
amount up to 1.00% of average net assets. Long-term shareholders may
pay more than the economic equivalent of the maximum front-end sales
loads permitted by the National Association of Securities Dealers.
(C) Absent waivers of management fees, total Fund operating expenses would
have been .77% and 1.27% for Class A and Class C shares, respectively.

The purpose of this table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear
directly or indirectly. The percentages expressing annual fund operating
expenses are based on amounts incurred during the most recent fiscal
year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A REPRESENTATION OF
PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN.

Example
- -------
You would pay the following
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period:
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Class A Shares. . . . . .$ 47 $ 63 $ 80 $ 129
Class C Shares. . . . . .$ 23 $ 40 $ 69 $ 151

FINANCIAL HIGHLIGHTS
- --------------------
The following information, which has been audited by Arthur
Andersen LLP, is an integral part of the audited financial
statements and should be read in conjunction with the financial
statements. The financial statements as of June 30, 1995 and
related auditors' report appear in the Statement of Additional
Information of the Fund, which can be obtained by shareholders at
no charge by calling MGF Service Corp. (Nationwide call toll-free
800-543-0407, in Cincinnati call 629-2050) or by writing to the
Trust at the address on the front of this Prospectus.
<PAGE>
<TABLE>
<CAPTION>

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR
===================================================================================================================
CLASS A
______________________________________________________________________________________
YEAR ENDED JUNE 30,
______________________________________________________________________________________
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
______________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at
beginning of year ..... $11.74 $12.41 $11.67 $11.13 $10.96 $11.11 $10.85 $10.91 $10.94 $10.24
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Income from investment
operations:
Net investment income.. 0.63 0.61 0.65 0.70 0.68 0.74 0.76 0.77 0.76 0.79
Net realized and
unrealized gains
(losses) on investments 0.25 (0.64) 0.74 0.54 0.17 (0.15) 0.26 (0.06) (0.03) 0.70
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total from investment
operations ............ 0.88 (0.03) 1.39 1.24 0.85 0.59 1.02 0.71 0.73 1.49
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Less distributions:
Distributions from net
investment income .. (0.63) (0.61) (0.65) (0.70) (0.68) (0.74) (0.76) (0.77) (0.76) (0.79)
Distributions from
net realized gains.. -- (0.03) -- -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Total distributions ..... (0.63) (0.64) (0.65) (0.70) (0.68) (0.74) (0.76) (0.77) (0.76) (0.79)
-------- -------- -------- -------- -------- -------- -------- -------- -------- --------
Net asset value at
end of year.. ......... $11.99 $11.74 $12.41 $11.67 $11.13 $10.96 $11.11 $10.85 $10.91 $10.94
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Total return(A) ........ 7.75% (0.41%) 12.24% 11.55% 7.98% 5.53% 9.75% 6.80% 6.73% 15.12%
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Net assets at end of
year (000's) ......... $71,393 $79,889 $81,101 $49,288 $20,791 $16,928 $17,741 $11,822 $17,534 $12,732
======== ======== ======== ======== ======== ======== ======== ======== ======== ========

Ratio of expenses to
average net assets(B). 0.75% 0.75% 0.75% 0.60% 1.07% 1.02% 1.15% 1.28% 1.06% 1.04%
Ratio of net investment
income to average net
assets................ 5.35% 4.94% 5.35% 6.10% 6.14% 6.74% 6.96% 7.21% 6.77% 7.44%

Portfolio turnover rate.. 29% 45% 15% 3% 86% 29% 49% 19% 24% 18%

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Ratio of expenses to average net assets assuming no waiver of fees or reimbursement of expenses by the Adviser was 0.77%,
0.77%, 1.07%, 1.52%, 1.20% and 1.12% for the years ended June 30, 1995, 1992, 1990, 1988, 1987 and 1986, respectively.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
=================================================================================================================
CLASS C
_________________________________
FROM DATE OF
PUBLIC OFFERING
YEAR (NOV. 1, 1993)
ENDED THROUGH
JUNE 30, 1995 JUNE 30, 1994
_________________________________

<S> <C> <C>
Net asset value at beginning of period.................................... $ 11.74 $ 12.62
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.57 0.36
Net realized and unrealized gains (losses) on investments.............. 0.26 (0.85)
--------------- ---------------
Total from investment operations.......................................... 0.83 (0.49)
--------------- --------------
Less distributions:
Distributions from net investment income............................... (0.57) (0.36)
Distributions from net realized gains.................................. -- (0.03)
--------------- ---------------
Total distributions....................................................... (0.57) (0.39)
--------------- --------------

Net asset value at end of period.......................................... $ 12.00 $ 11.74
=============== ===============

Total return(A) .......................................................... 7.31% (6.05%)(C)
=============== ===============

Net assets at end of period (000's)....................................... $ 4,165 $ 2,659
=============== ===============

Ratio of expenses to average net assets(B) ............................... 1.25% 1.22%(C)
Ratio of net investment income to average net assets...................... 4.84% 4.09%(C)

Portfolio turnover rate................................................... 29% 45%(C)

INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------
The Fund is a series of Midwest Group Tax Free Trust (the
"Trust"). The Fund seeks the highest level of interest income
exempt from federal income tax and Ohio personal income tax,
consistent with protection of capital. The Fund is not intended
to be a complete investment program, and there is no assurance
that its investment objective can be achieved. The Fund's
investment objective may be changed by the Board of Trustees
without shareholder approval, but only after notification has
been given to shareholders and after this Prospectus has been
revised accordingly. If there is a change in the Fund's
investment objective, shareholders should consider whether the
Fund remains an appropriate investment in light of their then
current financial position and needs. Unless otherwise
indicated, all investment practices and limitations of the Fund
are nonfundamental policies which may be changed by the Board of
Trustees without shareholder approval.

The Fund seeks to achieve its investment objective by
investing primarily in investment grade, long-term Ohio
Obligations (described below) that are insured as to the timely
payment of principal and interest. Under normal market
conditions, at least 65% of the value of the Fund's total assets
will be invested in Ohio Obligations which are insured as to
payment of interest and principal either by an insurance policy
obtained by the issuer of the obligation at original issuance or
by an insurance policy obtained by the Fund from a recognized
insurer. In the event of a default on an insured obligation, the
insurer is required to make payments of interest and principal,
when due, to the Fund. Insurance does not guarantee the market
value of the obligations or the value of the shares of the Fund.
The Fund also may own uninsured Ohio Obligations, including
obligations where the payment of interest and principal is
guaranteed by an agency or instrumentality of the U.S.
Government, or where the payment of interest and principal is
secured by an escrow account consisting of obligations of the
U.S. Government. The Fund may also invest up to 20% of its net
assets in short-term Ohio Obligations which are not insured,
since insurance on these obligations is generally unavailable.
For temporary defensive purposes, the Fund may invest more than
20% of its net assets in uninsured short-term Ohio Obligations.
The Board of Trustees may terminate the practice of investing in
insured obligations if it determines that such practice is not in
the best interests of the Fund's shareholders. For a further
discussion of the types of insurance available to the Fund, see
"Insurance."

The Fund invests in Ohio Obligations and other securities
which are rated at the time of purchase within the four highest
grades assigned by Moody's Investors Service, Inc. (Aaa, Aa, A or
Baa), Standard & Poor's Ratings Group (AAA, AA, A or BBB) or
Fitch Investors Services, Inc. (AAA, AA, A or BBB), or unrated
securities determined by the Adviser to be of comparable quality.
While securities in these categories are generally accepted as
being of investment grade, the fourth highest grade is considered
to be a medium grade and has speculative characteristics even
though it is regarded as having adequate capacity to pay interest
and repay principal.

It is anticipated that under normal circumstances the Fund's
dollar-weighted average maturity will be more than fifteen years,
although the Fund may invest in securities of any maturity,
including tax-exempt notes and commercial paper determined by the
Adviser to meet the Fund's quality standards. The Fund's quality
standards limit its investments in tax-exempt notes to those
which are rated within the three highest grades by Moody's (MIG
1, MIG 2 or MIG 3) or Fitch (F-1+, F-1 or F-2) or the two highest
grades by Standard & Poor's (SP-1 or SP-2) and in tax-exempt
commercial paper to those which are rated within the two highest
grades by Moody's (Prime-1 or Prime-2), Standard & Poor's (A-1 or
A-2) or Fitch (Fitch-1 or Fitch-2). The Statement of Additional
Information contains a description of tax-exempt notes and
commercial paper and a description of Moody's, Standard & Poor's
and Fitch ratings. If the Adviser determines that the market
conditions warrant a shorter dollar-weighted average maturity,
the Fund's investments will be adjusted accordingly, but not so
as to reduce the Fund's dollar-weighted average maturity below
ten years.

It is a fundamental policy that under normal market
conditions the Fund's assets will be invested so that at least
80% of the annual income of the Fund will be exempt from federal
income tax, including the alternative minimum tax, and Ohio
personal income tax. This policy may not be changed without the
affirmative vote of a majority of the outstanding shares of the
Fund. The term "majority" of the outstanding shares means the
lesser of (1) 67% or more of the outstanding shares of the Fund
present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented at such
meeting or (2) more than 50% of the outstanding shares of the
Fund.

The Fund may, from time to time, invest in other short-term,
high-quality obligations for temporary defensive purposes
(subject to the fundamental policy that under normal market
conditions the assets of the Fund will be invested so that at
least 80% of its annual income is exempt from federal income tax,
including the alternative minimum tax, and Ohio personal income
tax). These include, but are not limited to, obligations the
interest on which is exempt from federal, but not Ohio, income
tax and taxable obligations such as certificates of deposit and
other bank debt instruments, commercial paper, obligations issued
by the U.S. Government or any of its agencies or
instrumentalities and repurchase agreements. Except for
temporary defensive purposes, the Fund's assets will be invested
so that no more than 20% of the Fund's annual income will be
subject to federal income tax. Under normal market conditions,
the Fund anticipates that not more than 5% of the value of its
net assets will be invested in any one type of taxable
obligation. Taxable obligations are more fully described in the
Statement of Additional Information. The Fund may invest in
these other short-term obligations, for example, due to market
conditions under which Ohio Obligations are temporarily
unavailable for purchase or available only in limited amounts, or
pending investment of proceeds of sales of shares or proceeds
from the sale of portfolio securities or in anticipation of
redemptions. The Fund reserves the right to hold cash reserves
as the Adviser deems necessary for temporary defensive purposes.
Although interest earned on these short-term obligations is
taxable as ordinary income for federal and/or Ohio income tax
purposes, the Fund intends to minimize taxable income through
investment, when possible, in other available securities exempt
from federal and/or Ohio income taxes, including shares of
investment companies whose dividends are tax-exempt. The Fund
may invest up to 10% of its total assets in shares of other
investment companies. Investments by the Fund in shares of other
investment companies may result in duplication of sales loads and
advisory, administrative and distribution fees. The Fund will
not invest more than 5% of its total assets in securities of any
single investment company and will not purchase more than 3% of
the outstanding voting securities of any investment company.

Ohio Obligations
----------------
Ohio Obligations are debt obligations issued by the State of
Ohio and its political subdivisions, agencies, authorities and
instrumentalities and other qualifying issuers which pay interest
that is, in the opinion of bond counsel to the issuer, exempt
from both federal income tax, including the alternative minimum
tax, and Ohio personal income tax. For purposes of this
definition, Ohio Obligations include participation interests in
Ohio Obligations and shares of an investment company which
invests its assets so that at least 80% of its annual income is
exempt from federal income tax, including the alternative minimum
tax, and Ohio personal income tax. Ohio Obligations are issued
to obtain funds to construct, repair or improve various public
facilities such as airports, bridges, highways, hospitals,
housing, schools, streets and water and sewer works, to pay
general operating expenses or to refinance outstanding debts.
They also may be issued to finance various private activities,
including the lending of funds to public or private institutions
for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities. Ohio
Obligations consist of tax-exempt bonds, tax-exempt notes and
tax-exempt commercial paper. The Statement of Additional
Information contains a description of tax-exempt bonds, notes and
commercial paper.

The two principal classifications of Ohio Obligations are
"general obligation" and "revenue" bonds. General obligation
bonds are backed by the issuer's full credit and taxing power.
Revenue bonds are backed by the revenues of a specific project,
facility or tax. Industrial development revenue bonds are a
specific type of revenue bond backed by the credit of the private
user of the facility, and therefore investments in these bonds
have more potential risk. The Fund's ability to achieve its
investment objective depends to a great extent on the ability of
these various issuers to meet their scheduled payments of
principal and interest on obligations which are not insured.
Tax-exempt notes generally are used to provide short-term capital
needs and generally have maturities of one year or less. The
tax-exempt notes in which the Fund may invest are tax
anticipation notes (TANs), revenue anticipation notes (RANs) and
bond anticipation notes (BANs). TANs, RANs and BANs are issued
by state and local government and public authorities as interim
financing in anticipation of tax collections, revenue receipts or
bond sales, respectively. Tax-exempt commercial paper typically
represents short-term, unsecured, negotiable promissory notes.

The Fund may invest in any combination of general obligation
bonds, revenue bonds and industrial development bonds. The Fund
may invest more than 25% of its assets in tax-exempt obligations
issued by municipal governments or political subdivisions of
governments within a particular segment of the bond market, such
as housing agency bonds, hospital revenue bonds or airport bonds.
It is possible that economic, business or political developments
or other changes affecting one bond may also affect other bonds
in the same segment in the same manner, thereby potentially
increasing the risk of such investments.

From time to time, the Fund may invest more than 25% of the
value of its total assets in industrial development bonds which,
although issued by industrial development authorities, may be
backed only by the assets and revenues of the nongovernmental
users. However, the Fund will not invest more than 25% of its
assets in securities backed by nongovernmental users which are in
the same industry. Interest on municipal obligations (including
certain industrial development bonds) which are private activity
obligations, as defined in the Internal Revenue Code, issued
after August 7, 1986, while exempt from federal income tax, is a
preference item for purposes of the alternative minimum tax.
Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the
investment company will be treated as such a preference item to
shareholders. The Fund will invest its assets so that no more
than 20% of its annual income gives rise to a preference item for
the purpose of the alternative minimum tax and in other
investments subject to federal income tax.

The Fund may purchase other types of tax-exempt obligations
which may become available in the future, provided the
obligations are consistent with the Fund's investment objective
and policies, the Adviser believes their quality meets the Fund's
quality standards, and this Prospectus has been appropriately
revised to reflect the Fund's policies with respect to such
obligations.

Insurance
---------
Ohio Obligations purchased by the Fund may be insured by one
of the following types of insurance: new issue insurance, mutual
fund insurance, or secondary insurance.

NEW ISSUE INSURANCE. A new issue insurance policy is
purchased by the issuer or underwriter of an obligation in order
to increase the credit rating of the obligation. All premiums
are paid in advance by the issuer or underwriter. A new issue
insurance policy is non-cancelable and continues in effect as
long as the obligation is outstanding and the insurer remains in
business.

MUTUAL FUND INSURANCE. A mutual fund insurance policy is
purchased by the Fund from an insurance company. All premiums
are paid from the Fund's assets, thereby reducing the yield from
an investment in the Fund. A mutual fund insurance policy is
non-cancelable except for non-payment of premiums and remains in
effect only as long as the Fund holds the insured obligation. In
the event the Fund sells an obligation covered by a mutual fund
policy, the insurance company is liable only for those payments
of principal and interest then due and in default. If the Fund
holds a defaulted obligation, the Fund continues to pay the
insurance premium thereon but is entitled to collect interest
payments from the insurer and may collect the full amount of
principal from the insurer when the obligation becomes due.
Accordingly, it is expected that the Fund will retain in its
portfolio any obligations so insured which are in default or are
in significant risk of default to avoid forfeiture of the value
of the insurance feature of such obligations, which would not be
reflected in the price for which the Fund could sell such
obligations. In valuing such defaulted obligations, the Fund
will value the insurance in an amount equal to the difference
between the market value of the defaulted obligation and the
market value of similar obligations which are not in default.
Because the Fund must hold defaulted obligations in its
portfolio, its ability in certain circumstances to purchase other
obligations with higher yields will be limited.

SECONDARY INSURANCE. A secondary insurance policy insures
an obligation for as long as it remains outstanding, regardless
of the owner of such obligation. Premiums are paid by the Fund
and coverage is non-cancelable, except for non-payment of
premiums. Because secondary insurance provides continuous
coverage during the term of the obligation, it provides greater
marketability of the Fund's obligations than is allowed under a
mutual fund insurance policy. Thus, the Fund with secondary
insurance may sell an obligation to a third party as a high-rated
insured security at a higher market price than would otherwise be
obtained if the obligation were insured under a mutual fund
policy. Secondary insurance also gives the Fund the option of
selling a defaulted obligation rather than compelling it to hold
a defaulted security in its portfolio so that it may continue to
be afforded insurance protection.

The Fund currently intends to purchase only Ohio Obligations
which are insured by the issuer of the obligation under a new
issue insurance policy. In the event the Adviser makes a
recommendation to purchase an obligation which is not otherwise
insured, the Fund may purchase such obligation and thereafter
obtain mutual fund or secondary insurance. The Fund will
purchase insurance from, or obligations insured by, Municipal
Bond Investors Assurance Corporation, AMBAC Indemnity Corp. and
Financial Guaranty Insurance Company. The Fund may also purchase
insurance from, or obligations insured by, other insurance
companies provided that such companies have a claims-paying
ability rated AAA by Standard and Poor's or Aaa by Moody's.
There can be no assurance that any insurer will be able to meet
its obligations under an insurance policy.

Risk Factors
------------

The market value of investments available to the Fund, and
therefore the Fund's yield and net asset value, will fluctuate
due to changes in interest rates, economic conditions, quality
ratings and other factors beyond the control of the Adviser. The
Fund's portfolio securities are subject to price fluctuations
based upon changes in the level of interest rates, which will
generally result in all those securities changing in price in the
same way, i.e., all those securities experiencing appreciation
when interest rates decline and depreciation when interest rates
rise. In addition, in instances where a security is not insured,
the financial condition of an issuer or adverse changes in
general economic conditions, or both, may impair the issuer's
ability to make payments of interest and principal. There is no
limit on the percentage of a single issue of tax-exempt
obligations that the Fund may own. If the Fund holds a
significant portion of the obligations of an issuer, there may
not be a readily available market for the obligations. Reduced
diversification could involve an increased risk to the Fund
should an issuer of an uninsured obligation be unable to make
interest or principal payments or should the market value of Ohio
Obligations decline.

The Fund may purchase Ohio Obligations which are rated at
the time of purchase within the four highest grades assigned by
Moody's, Standard & Poor's or Fitch. Subsequent to its purchase
by the Fund, a security may cease to be rated or its rating may
be reduced below the minimum required for purchase by the Fund.
In the event a security's rating is reduced below the Fund's
minimum requirements, the Fund will sell the security, subject to
market conditions and the Adviser's assessment of the most
opportune time for sale. Although lower rated securities will
generally provide higher yields than higher rated securities of
similar maturities, they are subject to a greater degree of
market fluctuation. Ohio Obligations rated Baa or BBB have
speculative characteristics and changes in economic conditions or
other circumstances are more likely to lead to a weakened
capacity to pay principal and interest than is the case with
higher grade securities. In management's opinion, however, the
risk involved in investing in these Baa or BBB rated obligations
will be substantially reduced by insurance. In addition, Ohio
Obligations with longer maturities generally offer both higher
yields and greater exposure to market fluctuation from changes in
interest rates. While insurance minimizes the risks to the Fund
by protecting against loss from defaults by the issuer, it does
not protect against market fluctuation. Consequently, investors
in the Fund should be aware that there is a possibility of
greater fluctuation in the Fund's net asset value.

There are also risks of reduced diversification because the
Fund invests primarily in obligations of issuers within a single
state. The Fund is more likely to invest its assets in the
securities of fewer issuers because of the relatively smaller
number of issuers of Ohio Obligations. The Fund's performance is
closely tied to conditions within the State of Ohio and to the
financial condition of the State and its authorities and
municipalities. The economy in the State of Ohio is reliant in
part upon durable goods manufacturing, largely concentrated in
motor vehicles and equipment, steel, rubber products and
household appliances. As a result, economic activity in Ohio
tends to be more cyclical than in some other states and in the
nation as a whole. However, during the last decade, the State
has experienced steady growth and diversification of employment
and earnings. Statewide employment increased 3% between 1990 and
1995, which has more than offset the losses resulting from the
1991-1993 recession. Ohio remains highly industrialized, but the
manufacturing component of the economy dropped to 22.7% of
employment in 1990, compared to 28.9% in 1980. The manufacturing
industry is stronger after a period of restructuring in the early
1980s and during the past two years the manufacturing component
has increased 2.3%, led by the transportation equipment industry.
Although manufacturing is expected to slow in the future, gains
in services, trade and construction should maintain moderate
overall employment growth trends. Economic problems, including
high unemployment, have had and may have varying effects on the
different geographic areas of the State and the political
subdivisions located therein. While the State has in the past
experienced budget shortfalls due to weak revenue results and
higher-than-budgeted human services expenditures, it has recently
replenished its depleted financial reserves as a result of
increased tax receipts and decreased social service spending
during the past two fiscal years. Although revenue obligations
of the State of Ohio or its political subdivisions may be payable
from a specific project or source, there can be no assurance that
future economic and political developments and the resulting
impact on state and local governmental finances will not
adversely affect the market value of the Ohio Obligations held by
the Fund or the ability of a specific issuer to make interest or
principal payments.

The Fund is a non-diversified fund under the Investment
Company Act of 1940. Thus, its investments may be more
concentrated in fewer issuers than those of a diversified fund.
This concentration may cause greater fluctuation in the Fund's
net asset value. As the Fund intends to comply with Subchapter M
of the Internal Revenue Code, it may invest up to 50% of its
assets at the end of each quarter of its fiscal year in as few as
two issuers, provided that no more than 25% of the assets are
invested in one issuer. With respect to the remaining 50% of its
assets at the end of each quarter, it may invest no more than 5%
in one issuer.

Certain provisions in the Internal Revenue Code relating to
the issuance of municipal obligations may reduce the volume of
municipal obligations qualifying for federal tax exemptions.
Shareholders should consult their tax advisors concerning the
effect of these provisions on an investment in the Fund.
Proposals that may further restrict or eliminate the income tax
exemptions for interest on municipal obligations may be
introduced in the future. If any such proposal were enacted that
would reduce the availability of municipal obligations for
investment by the Fund so as to adversely affect its
shareholders, the Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure
to shareholders for their consideration. If legislation were
enacted that would treat a type of municipal obligation as
taxable, the Fund would treat such security as a permissible
taxable investment within the applicable limits set forth herein.

Other Investment Techniques
---------------------------
The Fund may also engage in the following investment
techniques, each of which may involve certain risks:

PARTICIPATION INTERESTS. The Fund may purchase
participation interests in tax-exempt obligations owned by banks
or other financial institutions. A participation interest gives
the Fund an undivided interest in the obligation in the
proportion that the Fund's participation interest bears to the
principal amount of the obligation and provides that the holder
may demand repurchase within a specified period. Participation
interests frequently are backed by irrevocable letters of credit
or a guarantee of a bank. Participation interests will be
purchased only if, in the opinion of counsel to the issuer,
interest income on the participation interests will be tax-exempt
when distributed as dividends to shareholders. For certain
participation interests, the Fund will have the right to demand
payment on not more than seven days' notice for all or any part
of its participation interest in the tax-exempt obligation, plus
accrued interest. As to these instruments, the Fund intends to
exercise its right to demand payment only upon a default under
the terms of the obligation, as needed to provide liquidity to
meet redemptions, or to maintain a high-quality investment
portfolio. The Fund will not invest more than 10% of its net
assets in participation interests that do not have this demand
feature and all other illiquid securities.

FLOATING AND VARIABLE RATE OBLIGATIONS. The Fund may invest
in floating or variable rate tax-exempt obligations. Floating
rate obligations have an interest rate which is fixed to a
specified interest rate, such as a bank prime rate, and is
automatically adjusted when the specified interest rate changes.
Variable rate obligations have an interest rate which is adjusted
at specified intervals to a specified interest rate. Periodic
interest rate adjustments help stabilize the obligations' market
values. The Fund may purchase these obligations from the issuers
or may purchase participation interests in pools of these
obligations from banks or other financial institutions. Variable
and floating rate obligations usually carry demand features that
permit the Fund to sell the obligations back to the issuers or to
financial intermediaries at par value plus accrued interest upon
not more than 30 days' notice at any time or prior to specific
dates. Certain of these variable rate obligations, often
referred to as "adjustable rate put bonds," may have a demand
feature exercisable on specific dates once or twice each year.
The Fund will not invest more than 10% of its net assets in
floating or variable rate obligations as to which the Fund cannot
exercise the demand feature on not more than seven days' notice
if the Adviser, under the direction of the Board of Trustees,
determines that there is no secondary market available for these
obligations and all other illiquid securities. If the Fund
invests a substantial portion of its assets in obligations with
demand features permitting sale to a limited number of entities,
the inability of the entities to meet demands to purchase the
obligations could affect the Fund's liquidity. However,
obligations with demand features frequently are secured by
letters of credit or comparable guarantees that may reduce the
risk that an entity would not be able to meet such demands. In
determining whether an obligation secured by a letter of credit
meets the Fund's quality standards, the Adviser will ascribe to
such obligation the same rating given to unsecured debt issued by
the letter of credit provider. In looking to the credit-
worthiness of a party relying on a foreign bank for credit
support, the Adviser will consider whether adequate public
information about the bank is available and whether the bank may
be subject to unfavorable political or economic developments,
currency controls or other governmental restrictions affecting
its ability to honor its credit commitment.

INVERSE FLOATING OBLIGATIONS. The Fund may invest in
securities representing interests in tax-exempt obligations,
known as inverse floating obligations, which pay interest rates
that vary inversely to changes in the interest rates of specified
short-term tax-exempt obligations or an index of short-term tax-
exempt obligations. The interest rates on inverse floating
obligations will typically decline as short-term market interest
rates increase and increase as short-term market rates decline.
Such securities have the effect of providing a degree of
investment leverage, since they will generally increase or
decrease in value in response to changes in market interest rates
at a rate which is a multiple (typically two) of the rate at
which fixed-rate, long-term tax-exempt obligations increase or
decrease in response to such changes. As a result, the market
value of inverse floating obligations will generally be more
volatile than the market values of fixed-rate tax-exempt
obligations.

WHEN-ISSUED OBLIGATIONS. The Fund may invest in when-issued
tax-exempt obligations. Obligations offered on a when-issued
basis are settled by delivery and payment after the date of the
transaction, usually within 15 to 45 days. The Fund will
maintain a segregated account with its Custodian of cash or high-
quality liquid debt securities, marked to market daily, in an
amount equal to its when-issued commitments. Because these
transactions are subject to market fluctuations, a significant
commitment to when-issued purchases could result in greater
fluctuation of the Fund's net asset value. The Fund will only
make commitments to purchase when-issued obligations with the
intention of actually acquiring the obligations and not for the
purpose of investment leverage.

LENDING PORTFOLIO SECURITIES. The Fund may make short-term
loans of its portfolio securities to banks, brokers and dealers.
Lending portfolio securities exposes the Fund to the risk that
the borrower may fail to return the loaned securities or may not
be able to provide additional collateral or that the Fund may
experience delays in recovery of the loaned securities or loss of
rights in the collateral if the borrower fails financially. To
minimize these risks, the borrower must agree to maintain
collateral marked to market daily, in the form of cash and/or
U.S. Government obligations, with the Fund's Custodian in an
amount at least equal to the market value of the loaned
securities. The Fund will limit the amount of its loans of
portfolio securities to no more than 25% of its net assets. This
lending policy may not be changed by the Fund without the
affirmative vote of a majority of its outstanding shares.

OBLIGATIONS WITH PUTS ATTACHED. The Fund may purchase tax-
exempt obligations with the right to resell the obligation to the
seller at a specified price or yield within a specified period.
The right to resell is commonly known as a "put" or a "standby
commitment." The Fund may purchase tax-exempt obligations with
puts attached from banks and broker-dealers. The Fund intends to
use obligations with puts attached for liquidity purposes to
ensure a ready market for the underlying obligations at an
acceptable price. Although no value is assigned to any puts on
tax-exempt obligations, the price which the Fund pays for the
obligations may be higher than the price of similar obligations
without puts attached. The purchase of obligations with puts
attached involves the risk that the seller may not be able to
repurchase the underlying obligation. The Fund intends to
purchase such obligations only from sellers deemed by the
Adviser, under the direction of the Board of Trustees, to present
minimal credit risks. In addition, the value of the obligations
with puts attached held by the Fund will not exceed 10% of its
net assets.

LEASE OBLIGATIONS. The Fund may invest in tax-exempt
obligations that constitute participations in lease obligations
or installment purchase contract obligations ("lease
obligations") of municipal authorities or entities. Although
lease obligations do not constitute general obligations of the
municipality for which the municipality's taxing power is
pledged, a lease obligation is ordinarily backed by the
municipality's covenant to budget for, appropriate and make the
payments due under the lease obligation. However, certain lease
obligations contain "non-appropriation" clauses which provide
that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is
appropriated for such purpose on an annual basis. In addition to
the "non-appropriation" risk, these securities represent a
relatively new type of financing that has not yet developed the
depth of marketability associated with more conventional bonds.
Although "non-appropriation" lease obligations are secured by the
leased property, the disposition of the property in the event of
foreclosure might prove difficult. The Fund will seek to
minimize these risks by not investing more than 10% of its net
assets in lease obligations if the Adviser determines that there
is no secondary market available for these obligations and all
other illiquid securities, and by only investing in "non-
appropriation" lease obligations that meet certain criteria of
the Adviser. The Fund does not intend to invest more than an
additional 5% of its net assets in municipal lease obligations
determined by the Adviser, under the direction of the Board of
Trustees, to be liquid. The Fund will only purchase unrated
lease obligations which meet the Fund's quality standards, as
determined by the Adviser, under the direction of the Board of
Trustees, including an assessment of the likelihood that the
lease will not be cancelled.

SECURITIES WITH LIMITED MARKETABILITY. The Fund may invest
in the aggregate up to 10% of its net assets in securities that
are not readily marketable, including: participation interests
that are not subject to the demand feature described above;
floating and variable rate obligations as to which the Fund
cannot exercise the related demand feature described above and as
to which there is no secondary market; lease obligations for
which there is no secondary market; and repurchase agreements not
terminable within seven days.

BORROWING AND PLEDGING. As a temporary measure for
extraordinary or emergency purposes, the Fund may borrow money
from banks or other persons in an amount not exceeding 10% of its
total assets. The Fund may pledge assets in connection with
borrowings but will not pledge more than 10% of its total assets.
The Fund will not make any additional purchases of portfolio
securities while borrowings are outstanding. Borrowing magnifies
the potential for gain or loss on the Fund's portfolio securities
and, therefore, if employed, increases the possibility of
fluctuation in its net asset value. This is the speculative
factor known as leverage. To reduce the risks of borrowing, the
Fund will limit its borrowings as described above. The Fund's
policies on borrowing and pledging are fundamental policies which
may not be changed without the affirmative vote of a majority of
its outstanding shares.

HOW TO PURCHASE SHARES
- ----------------------
Your initial investment in the Fund ordinarily must be at
least $1,000. You may purchase additional shares through the
Open Account Program described below. You may open an account
and make an initial investment through securities dealers having
a sales agreement with the Trust's principal underwriter, Midwest
Group Financial Services, Inc. (the "Adviser"). You may also
make a direct initial investment by sending a check and a
completed account application form to MGF Service Corp., P.O. Box
5354, Cincinnati, Ohio 45201-5354. Checks should be made payable
to the "Ohio Insured Tax-Free Fund." An account application is
included in this Prospectus.

The Trust mails you confirmations of all purchases or
redemptions of Fund shares. Certificates representing shares are
not ordinarily issued, but you may receive a certificate without
charge by sending a written request to MGF Service Corp.
Certificates for fractional shares will not be issued. If a
certificate has been issued to you, you will not be permitted to
exchange shares by telephone or to use the automatic withdrawal
plan as to those shares. The Trust and the Adviser reserve the
rights to limit the amount of investments and to refuse to sell
to any person.

Investors should be aware that the Fund's account
application contains provisions in favor of the Trust, MGF
Service Corp. and certain of their affiliates, excluding such
entities from certain liabilities (including, among others,
losses resulting from unauthorized shareholder transactions)
relating to the various services (for example, telephone
exchanges) made available to investors.

OPEN ACCOUNT PROGRAM. Please direct inquiries concerning
the services described in this section to MGF Service Corp. at
the address or numbers listed below.

After an initial investment, all investors are considered
participants in the Open Account Program. The Open Account
Program helps investors make purchases of shares of the Fund over
a period of years and permits the automatic reinvestment of
dividends and distributions of the Fund in additional shares
without a sales load.

Under the Open Account Program, you may also purchase shares
of the Fund by bank wire. Please telephone MGF Service Corp.
(Nationwide call toll-free 800-543-0407; in Cincinnati call 629-
2050) for instructions. Your bank may impose a charge for
sending your wire. There is presently no fee for receipt of
wired funds, but MGF Service Corp. reserves the right to charge
shareholders for this service upon thirty days' prior notice to
shareholders.

Each additional purchase request must contain the name of
your account and your account number to permit proper crediting
to your account. While there is no minimum amount required for
subsequent investments, the Trust reserves the right to impose
such requirement. All purchases under the Open Account Program
are made at the public offering price next determined after
receipt of a purchase order by the Trust. If a broker-dealer
received concessions for selling shares of the Fund to a current
shareholder, such broker-dealer will receive the concessions
described above with respect to additional investments by the
shareholder.

SALES LOAD ALTERNATIVES
-----------------------
The Fund offers two classes of shares which may be purchased
at the election of the purchaser. The two classes of shares each
represent interests in the same portfolio of investments of the
Fund, have the same rights and are identical in all material
respects except that (i) Class C shares bear the expenses of
higher distribution fees; (ii) certain other class specific
expenses will be borne solely by the class to which such expenses
are attributable, including transfer agent fees attributable to a
specific class of shares, printing and postage expenses related
to preparing and distributing materials to current shareholders
of a specific class, registration fees incurred by a specific
class of shares, the expenses of administrative personnel and
services required to support the shareholders of a specific
class, litigation or other legal expenses relating to a class of
shares, Trustees' fees or expenses incurred as a result of issues
relating to a specific class of shares and accounting fees and
expenses relating to a specific class of shares; and (iii) each
class has exclusive voting rights with respect to matters
relating to its own distribution arrangements. The net income
attributable to Class C shares and the dividends payable on Class
C shares will be reduced by the amount of the incremental
expenses associated with the distribution fee (see "Distribution
Plans"). Shares of the Fund purchased prior to November 1, 1993
are Class A shares.

The Fund's alternative sales arrangements permit investors
to choose the method of purchasing shares that is most beneficial
given the amount of the purchase, the length of time the investor
expects to hold his shares and other relevant circumstances.
Investors should determine whether under their particular
circumstances it is more advantageous to incur a front-end sales
load and be subject to lower ongoing charges, as discussed below,
or to have all of the initial purchase price invested in the Fund
with the investment thereafter being subject to higher ongoing
charges. A salesperson or any other person entitled to receive
any portion of a distribution fee may receive different
compensation for selling Class A or Class C shares.

Some investors might determine that it would be more
advantageous to utilize the Class C sales load alternative to
have more of their funds invested initially, although remaining
subject to higher ongoing distribution fees and, for a one-year
period, being subject to a contingent deferred sales load. For
example, based on estimated fees and expenses, an investor
subject to the maximum 4% initial sales load on Class A shares
who elects to reinvest dividends in additional shares would have
to hold the investment in Class A shares approximately 7 years
before the accumulated ongoing distribution fees on the
alternative Class C shares would exceed the initial sales load
plus the accumulated ongoing distribution fees on Class A shares.
In this example and assuming the investment was maintained for
more than 7 years, the investor might consider purchasing Class A
shares. This example does not take into account the time value
of money which reduces the impact of the higher ongoing Class C
distribution fees, fluctuations in net asset value or the effect
of different performance assumptions.

In addition to the compensation otherwise paid to securities
dealers, the Adviser may from time to time pay from its own
resources additional cash bonuses or other incentives to selected
dealers in connection with the sale of shares of the Fund. On
some occasions, such bonuses or incentives may be conditioned
upon the sale of a specified minimum dollar amount of the shares
of the Fund and/or other funds in the Midwest Group during a
specific period of time. Such bonuses or incentives may include
financial assistance to dealers in connection with conferences,
sales or training programs for their employees, seminars for the
public, advertising, sales campaigns and other dealer-sponsored
programs or events.

Class A Shares
- --------------
Class A shares of the Fund are sold on a continuous basis at
the public offering price next determined after receipt of a
purchase order by the Trust. Purchase orders received by dealers
prior to 4:00 p.m., Eastern time, on any business day and
transmitted to the Adviser by 5:00 p.m., Eastern time, that day
are confirmed at the public offering price determined as of the
close of the regular session of trading on the New York Stock
Exchange on that day. It is the responsibility of dealers to
transmit properly completed orders so that they will be received
by the Adviser by 5:00 p.m., Eastern time. Dealers may charge a
fee for effecting purchase orders. Direct purchase orders
received by MGF Service Corp. by 4:00 p.m., Eastern time, are
confirmed at that day's public offering price. Direct
investments received by MGF Service Corp. after 4:00 p.m.,
Eastern time, and orders received from dealers after 5:00 p.m.,
Eastern time, are confirmed at the public offering price next
determined on the following business day.

The public offering price of Class A shares is the next
determined net asset value per share plus a sales load as shown
in the following table.

Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price*
- -------------------- ---------- -------- -----------
Less than $100,000 4.00% 4.17% 3.60%
$100,000 but less than $250,000 3.50 3.63 3.30
$250,000 but less than $500,000 2.50 2.56 2.30
$500,000 but less than $1,000,000 2.00 2.04 1.80
$1,000,000 or more None** None**

* Until December 31, 1995, the Adviser will reallow the entire
amount of the sales load to unaffiliated dealers responsible
for sales of Class A shares.
** There is no front-end sales load on purchases of $1 million
or more but a contingent deferred sales load of .75% may
apply with respect to Class A shares if a commission was
paid by the Adviser to a participating unaffiliated dealer
and the shares are redeemed within twelve months from the
date of purchase.

For initial purchases of Class A shares of $1,000,000 or
more made after October 1, 1995 and subsequent purchases further
increasing the size of the account, a dealer's commission of .75%
of the purchase amount may be paid by the Adviser to
participating unaffiliated dealers through whom such purchases
are effected. In determining a dealer's eligibility for such
commission, purchases of Class A shares of the Fund may be
aggregated with concurrent purchases of Class A shares of other
Midwest Group funds. Dealers should contact the Adviser
concerning the applicability and calculation of the dealer's
commission in the case of combined purchases. An exchange from
other Midwest Group funds will not qualify for payment of the
dealer's commission, unless such exchange is from a Midwest Group
fund with assets as to which a dealer's commission or similar
payment has not been previously paid. Redemptions of Class A
shares may result in the imposition of a contingent deferred
sales load if the dealer's commission described in this paragraph
was paid in connection with the purchase of such shares. See
"Contingent Deferred Sales Charge for Certain Purchases of Class
A Shares" below.

REDUCED SALES LOAD. A "purchaser" (defined below) may use
the Right of Accumulation to combine the cost or current net
asset value (whichever is higher) of his existing Class A shares
of the load funds distributed by the Adviser with the amount of
his current purchases in order to take advantage of the reduced
sales loads set forth in the table above. Purchases made in any
load fund distributed by the Adviser pursuant to a Letter of
Intent may also be eligible for the reduced sales loads. The
minimum initial investment under a Letter of Intent is $10,000.
The load funds currently distributed by the Adviser are listed in
the Exchange Privilege section of this Prospectus. Shareholders
should contact MGF Service Corp. for information about the Right
of Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE. You may purchase Class A
shares of the Fund at net asset value when the payment for your
investment represents the proceeds from the redemption
of any other mutual fund which has a front-end sales load and is
not distributed by the Adviser. Your investment will qualify for
this provision if the purchase price of the shares of the other
fund included a sales load and the redemption occurred within one
year of the purchase of such shares and no more than sixty days
prior to your purchase of Class A shares of the Fund. To make a
purchase at net asset value pursuant to this provision, you must
submit photocopies of the confirmations (or similar evidence)
showing the purchase and redemption of shares of the other fund.
Your payment may be made with the redemption check representing
the proceeds of the shares redeemed, endorsed to the order of the
"Ohio Insured Tax-Free Fund." The redemption of shares of the
other fund is, for federal income tax purposes, a sale on which
you may realize a gain or loss. These provisions may be modified
or terminated at any time. Contact your securities dealer or the
Trust for further information.

Banks, bank trust departments and savings and loan
associations, in their fiduciary capacity or for their own
accounts, may also purchase Class A shares of the Fund at net
asset value. To the extent permitted by regulatory authorities,
a bank trust department may charge fees to clients for whose
account it purchases shares at net asset value. Federal and
state credit unions may also purchase Class A shares at net asset
value.

In addition, Class A shares of the Fund may be purchased at
net asset value by broker-dealers who have a sales agreement with
the Adviser, and their registered personnel and employees,
including members of the immediate families of such registered
personnel and employees.

Clients of investment advisers and financial planners may
also purchase Class A shares of the Fund at net asset value if
their investment adviser or financial planner has made
arrangements to permit them to do so with the Trust and the
Adviser. The investment adviser or financial planner must notify
MGF Service Corp. that an investment qualifies as a purchase at
net asset value.

Trustees, directors, officers and employees of the Trust,
the Adviser or MGF Service Corp., including members of the
immediate family of such individuals, may also purchase Class A
shares of the Fund at net asset value.

CONTINGENT DEFERRED SALES LOAD FOR CERTAIN PURCHASES OF
CLASS A SHARES. A contingent deferred sales load is imposed upon
certain redemptions of Class A shares of the Fund (or shares into
which such Class A shares were exchanged) purchased at net asset
value in amounts totaling $1 million or more if the dealer's
commission described above was paid by the Adviser and the shares
are redeemed within twelve months from the date of purchase. The
contingent deferred sales load will be paid to the Adviser and
will be equal to .75% of the lesser of (1) the net asset value at
the time of purchase of the Class A shares being redeemed or (2)
the net asset value of such Class A shares at the time of
redemption. In determining whether the contingent deferred sales
load is payable, it is assumed that shares not subject to the
contingent deferred sales load are the first redeemed followed by
other shares held for the longest period of time. The contingent
deferred sales load will not be imposed upon shares representing
reinvested dividends or capital gains distributions, or upon
amounts representing share appreciation. If a purchase of Class
A shares is subject to the contingent deferred sales load, the
investor will be so notified on the confirmation for such
purchase.

Redemptions of such Class A shares of the Fund held for at
least 12 months will not be subject to the contingent deferred
sales load and an exchange of such Class A shares into another
Midwest Group fund is not treated as a redemption and will not
trigger the imposition of the contingent deferred sales load at
the time of such exchange. A fund will "tack" the period for
which such Class A shares being exchanged were held onto the
holding period of the acquired shares for purposes of determining
if a contingent deferred sales load is applicable in the event
that the acquired shares are redeemed following the exchange;
however, the period of time that the redemption proceeds of such
Class A shares are held in a money market fund will not count
toward the holding period for determining whether a contingent
deferred sales load is applicable. (See "Exchange Privilege".)

Class C Shares
- --------------
Class C shares of the Fund are sold on a continuous basis at
the net asset value next determined after receipt of a purchase
order by the Trust. Purchase orders received by dealers prior to
4:00 p.m., Eastern time, on any business day and transmitted to
the Adviser by 5:00 p.m., Eastern time, that day are confirmed at
the net asset value determined as of the close of the regular
session of trading on the New York Stock Exchange on that day.
It is the responsibility of dealers to transmit properly
completed orders so that they will be received by the Adviser by
5:00 p.m., Eastern time. Dealers may charge a fee for effecting
purchase orders. Direct purchase orders received by MGF Service
Corp. by 4:00 p.m., Eastern time, are confirmed at that day's net
asset value. Direct investments received by MGF Service Corp.
after 4:00 p.m., Eastern time, and orders received from dealers
after 5:00 p.m., Eastern time, are confirmed at the net asst
value next determined on the following business day.

A contingent deferred sales load is imposed on Class C
shares if an investor redeems an amount which causes the current
value of the investor's account to fall below the total dollar
amount of purchase payments subject to the deferred sales load,
except that no such charge is imposed if the shares redeemed have
been acquired through the reinvestment of dividends or capital
gains distributions or to the extent the amount redeemed is
derived from increases in the value of the account above the
amount of purchase payments subject to the deferred sales load.

Year Since Purchase Contingent Deferred
Payment was Made Sales Load
------------------- -------------------
First Year 1%
Thereafter None

The following example will illustrate the operation of the
contingent deferred sales load. Assume that an individual opens
an account and purchases 1,000 shares at $10 per share and that
six months later the net asset value per share is $12 and, during
such time, the investor has acquired 50 additional shares through
reinvestment of distributions. If at such time the investor
should redeem 450 shares (proceeds of $5,400), 50 shares will not
be subject to the load because of dividend reinvestment. With
respect to the remaining 400 shares, the load is applied only to
the original cost of $10 per share and not to the increase in net
asset value of $2 per share. Therefore, $4,000 of the $5,400
redemption proceeds will be charged the load. At the rate of 1%,
the contingent deferred sales load would be $40. In determining
whether an amount is available for redemption without incurring a
deferred sales load, the purchase payments made for all Class C
shares in the shareholder's account are aggregated, and the
current value of all such shares is aggregated.

Automatic Withdrawal Plan
-------------------------
If the shares in your account have a value of at least
$5,000, you may elect to receive, or may designate another person
to receive, monthly or quarterly payments in a specified amount
of not less than $50 each. There is no charge for this service.
Purchases of additional Class A shares of the Fund while the plan
is in effect are generally undesirable because a sales load is
incurred whenever purchases are made.

Direct Deposit Plans
--------------------
Shares of the Fund may be purchased through direct deposit
plans offered by certain employers and government agencies.
These plans enable a shareholder to have all or a portion of his
or her payroll or social security checks transferred
automatically to purchase shares of the Fund.

Automatic Investment Plan
-------------------------
You may make automatic monthly investments in the Fund from
your bank, savings and loan or other depository institution
account. The minimum initial and subsequent investments must be
$50 under the plan. MGF Service Corp. pays the costs associated
with these transfers, but reserves the right, upon thirty days'
written notice, to make reasonable charges for this service.
Your depository institution may impose its own charge for
debiting your account which would reduce your return from an
investment in the Fund.

Reinvestment Privilege
----------------------
If you have redeemed shares of the Fund, you may reinvest
all or part of the proceeds without any additional sales load.
This reinvestment must occur within thirty days of the redemption
and the privilege may only be exercised once per year.

HOW TO REDEEM SHARES
- --------------------

You may redeem shares of the Fund on each day that the Trust
is open for business by sending a written request to MGF Service
Corp. The request must state the number of shares or the dollar
amount to be redeemed and your account number. The request must
be signed exactly as your name appears on the Trust's account
records. If the shares to be redeemed have a value of $25,000 or
more, your signature must be guaranteed by any eligible guarantor
institution, including banks, brokers and dealers, municipal
securities brokers and dealers, government securities brokers and
dealers, credit unions, national securities exchanges, registered
securities associations, clearing agencies and savings
associations.

You may also redeem shares by placing a wire redemption
request through a securities broker or dealer. Unaffiliated
broker-dealers may impose a fee on the shareholder for this
service. You will receive the net asset value per share next
determined after receipt by the Trust or its agent of your wire
redemption request. It is the responsibility of broker-dealers
to properly transmit wire redemption orders.

If your instructions request a redemption by wire, you will
be charged an $8 processing fee by the Fund's Custodian. The
Trust reserves the right, upon thirty days' written notice, to
change the processing fee. All charges will be deducted from
your account by redemption of shares in your account. Your bank
or brokerage firm may also impose a charge for processing the
wire. In the event that wire transfer of funds is impossible or
impractical, the redemption proceeds will be sent by mail to the
designated account.

If a certificate for the shares was issued, it must be
delivered to MGF Service Corp., or the dealer in the case of a
wire redemption, duly endorsed or accompanied by a duly endorsed
stock power, with the signature guaranteed by any of the eligible
guarantor institutions outlined above.

A contingent deferred sales load may apply to a redemption
of Class C shares or to a redemption of certain Class A shares
purchased at net asset value. See "How to Purchase Shares."

Shares are redeemed at their net asset value per share next
determined after receipt by MGF Service Corp. of a proper
redemption request in the form described above, less any
applicable contingent deferred sales load. Payment is normally
made within three business days after tender in such form,
provided that payment in redemption of shares purchased by check
will be effected only after the check has been collected, which
may take up to fifteen days from the purchase date. To eliminate
this delay, you may purchase shares of the Fund by certified
check or wire.

The Trust and MGF Service Corp. will consider all written
and verbal instructions as authentic and will not be responsible
for the processing of exchange instructions received by telephone
which are reasonably believed to be genuine or the delivery or
transmittal of the redemption proceeds by wire. The affected
shareholders will bear the risk of any such loss. The privilege
of exchanging shares by telephone is automatically available to
all shareholders. The Trust or MGF Service Corp., or both, will
employ reasonable procedures to determine that telephone
instructions are genuine. If the Trust and/or MGF Service Corp.
do not employ such procedures, they may be liable for losses due
to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification
prior to acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone
instructions.

EXCHANGE PRIVILEGE
- ------------------
Shares of the Fund and of any other fund of the Midwest
Group of Funds may be exchanged for each other.

Class A shares of the Fund which are not subject to a
contingent deferred sales load may be exchanged for Class A
shares of any other fund and for shares of any other fund which
offers only one class of shares (provided such shares are not
subject to a contingent deferred sales load). A sales load will
be imposed equal to the excess, if any, of the sales load rate
applicable to the shares being acquired over the sales load rate,
if any, previously paid on the shares being exchanged.

Class C shares of the Fund, as well as Class A shares of
the Fund subject to a contingent deferred sales load, may be
exchanged, on the basis of relative net asset value per share,
for shares of any other fund which imposes a contingent deferred
sales load and for shares of any fund which is a money market
fund. A fund will "tack" the period for which the shares being
exchanged were held onto the holding period of the acquired
shares for purposes of determining if a contingent deferred sales
load is applicable in the event that the acquired shares are
redeemed following the exchange. The period of time that shares
are held in a money market fund will not count toward the holding
period for determining whether a contingent deferred sales load
is applicable.

The following are the funds of the Midwest Group of Funds
currently offered to the public. Funds which may be subject to a
front-end or contingent deferred sales load are indicated by an
asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
---------------------------- -----------------------
Tax-Free Money Fund *U.S. Government Securities Fund
Ohio Tax-Free Money Fund *Equity Fund
California Tax-Free Money Fund *Utility Fund
Royal Palm Florida Tax-Free *Treasury Total Return Fund
Money Fund
*Tax-Free Intermediate Term Fund Midwest Trust
*Ohio Insured Tax-Free Fund -------------
*Ohio Insured Tax-Free Fund Short Term Government Income Fund
Institutional Government Income Fund
*Intermediate Term Government Income
Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------
All of the net investment income of the Fund is declared as
a dividend to shareholders of record on each business day of the
Trust and paid monthly. The Fund expects to distribute any net
realized long-term capital gains at least once each year.
Management will determine the timing and frequency of the
distributions of any net realized short-term capital gains. The
Fund will, at the time dividends are paid, designate as tax-
exempt the same percentage of the distribution as the actual tax-
exempt income earned during the period covered by the
distribution bore to total income earned during the period; the
percentage of the distribution which is tax-exempt may vary from
distribution to distribution.

Distributions are paid according to one of the following
options:

Share Option - income distributions and capital gains
distributions reinvested in additional
shares.

Income Option - income distributions and short-term capital
gains distributions paid in cash; long-term
capital gains distributions reinvested in
additional shares.

Cash Option - income distributions and capital gains
distributions paid in cash.

An investor who has received in cash any dividend or capital
gains distribution from the Fund may return the distribution
within thirty days of the distribution date to MGF Service Corp.
for reinvestment at the net asset value next determined after its
return. The investor or his dealer must notify MGF Service Corp.
that a distribution is being reinvested pursuant to this
provision.

TAXES
- -----
The Fund has qualified in all prior years and intends to
continue to qualify for the special tax treatment afforded a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay federal taxes on income and
capital gains distributed to shareholders. The Fund also intends
to meet all IRS requirements necessary to ensure that it is
qualified to pay "exempt-interest dividends," which means that it
may pass on to shareholders the federal tax-exempt status of its
investment income.

Dividends received from the Fund that are exempt from
federal income tax are exempt from the Ohio personal income tax
and the net income base of the Ohio corporation franchise tax to
the extent derived from interest on Ohio Obligations. However,
shares of the Fund will be included in the computation of the
Ohio corporation franchise tax on the net worth basis.
Distributions received from the Fund are generally not subject to
Ohio municipal income taxation.

The Fund intends to distribute substantially all of its net
investment income and any net realized capital gains to its
shareholders. For federal income tax purposes, a shareholder's
proportionate share of taxable distributions from the Fund's net
investment income as well as from net realized short-term capital
gains, if any, is taxable as ordinary income. Since the Fund's
investment income is derived from interest rather than dividends,
no portion of such distributions is eligible for the dividends
received deduction available to corporations. Distributions of
net realized long-term capital gains are taxable as long-term
capital gains regardless of how long you have held your Fund
shares.

Issuers of tax-exempt securities issued after August 31,
1986 are required to comply with various restrictions on the use
and investment of proceeds of sales of the securities. Any
failure by the issuer to comply with these restrictions would
cause interest on such securities to become taxable to the
security holders as of the date the securities were issued.

Interest on "specified private activity bonds," as defined
by the Tax Reform Act of 1986, is an item of tax preference
possibly subject to the alternative minimum tax (at the rate of
26% to 28% for individuals and 20% for corporations). The Fund
may invest in such "specified private activity bonds" subject to
the requirement that it invest its assets so that at least 80% of
its annual income will be exempt from federal income tax,
including the alternative minimum tax, and Ohio personal income
tax. The Tax Reform Act of 1986 also created a tax preference
for corporations equal to one-half of the excess of adjusted net
book income over alternative minimum taxable income. As a
result, one-half of tax-exempt interest income received from the
Fund may be a tax preference for corporate investors.

Redemptions and exchanges of shares of the Fund are taxable
events on which a shareholder may realize a gain or loss. If a
shareholder buys shares of the Fund and sells them at a loss
within six months, any loss will be disallowed for federal and
Ohio income tax purposes to the extent of the exempt-interest
dividends received on such shares. Any loss realized upon the
sale of shares of the Fund within six months from the date of
their purchase will be treated as a long-term capital loss to the
extent of amounts treated as distributions of net realized long-
term capital gains during such six month period. In addition,
shareholders should be aware that interest on indebtedness
incurred to purchase or carry shares of the Fund is not
deductible for federal income tax purposes. Shareholders
receiving Social Security benefits may be taxed on a portion of
those benefits as a result of receiving tax-exempt income.

The Fund will mail to each of its shareholders a statement
indicating the amount and federal income tax status of all
distributions made during the year. The Fund will report to its
shareholders the percentage and source of income earned on tax-
exempt obligations held by it during the preceding year. An
exemption from federal income tax and Ohio personal income tax
may not result in similar exemptions under the laws of a
particular state or local taxing authority.

Shareholders should consult their tax advisors about the tax
effect of distributions and withdrawals from the Fund and the use
of the Automatic Withdrawal Plan and the Exchange Privilege. The
tax consequences described in this section apply whether
distributions are taken in cash or reinvested in additional
shares. The Fund may not be an appropriate investment for
persons who are "substantial users" of facilities financed by
industrial development bonds or are "related persons" to such
users; such persons should consult their tax advisors before
investing in the Fund.

OPERATION OF THE FUND
- ---------------------
The Fund is a non-diversified series of Midwest Group Tax
Free Trust, an open-end management investment company organized
as a Massachusetts business trust on April 13, 1981. The Board
of Trustees supervises the business activities of the Trust.
Like other mutual funds, the Trust retains various organizations
to perform specialized services for the Fund.

The Trust retains Midwest Group Financial Services, Inc.,
312 Walnut Street, Cincinnati, Ohio (the "Adviser"), to manage
the Fund's investments and its business affairs. The Adviser was
organized in 1974 and is also the investment adviser to five
other series of the Trust, five series of Midwest Trust and four
series of Midwest Strategic Trust. The Adviser is a subsidiary
of Leshner Financial, Inc., of which Robert H. Leshner is the
controlling shareholder. The Fund pays the Adviser a fee equal
to the annual rate of .5% of the average value of its daily net
assets up to $100 million; .45% of such assets from $100 million
to $200 million; .4% of such assets from $200 million to $300
million; and .375% of such assets in excess of $300 million

John J. Goetz, the Chief Investment Officer of the Adviser,
is primarily responsible for managing the portfolio of the Fund.
Mr. Goetz has been employed by the Adviser in various capacities
since 1981 and has been managing the Fund's portfolio since
October 1986.

The Fund is responsible for the payment of all operating
expenses, including fees and expenses in connection with
membership in investment company organizations, brokerage fees
and commissions, legal, auditing and accounting expenses,
expenses of registering shares under federal and state securities
laws, expenses related to the distribution of the Fund's shares
(see "Distribution Plans"), insurance expenses, taxes or
governmental fees, fees and expenses of the custodian, transfer
agent and accounting and pricing agent of the Fund, fees and
expenses of members of the Board of Trustees who are not
interested persons of the Trust, the cost of preparing and
distributing prospectuses, statements, reports and other
documents to shareholders, expenses of shareholders' meetings and
proxy solicitations, and such extraordinary or non-recurring
expenses as may arise, including litigation to which the Fund may
be a party and indemnification of the Trust's officers and
Trustees with respect thereto.

The Trust has retained MGF Service Corp., P.O. Box 5354,
Cincinnati, Ohio, a subsidiary of Leshner Financial, Inc., to
serve as the Fund's transfer agent, dividend paying agent and
shareholder service agent.

MGF Service Corp. also provides accounting and pricing
services to the Fund. MGF Service Corp. receives a monthly fee
from the Fund for calculating daily net asset value per share and
maintaining such books and records as are necessary to enable it
to perform its duties.

<PAGE>
In addition, MGF Service Corp. has been retained by the
Adviser to assist the Adviser in providing administrative
services to the Fund. In this capacity, MGF Service Corp.
supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates the
preparation of reports to shareholders and reports to and filings
with the Securities and Exchange Commission and state securities
authorities. The Adviser (not the Fund) pays MGF Service Corp. a
fee for these administrative services equal to one-fourth of its
advisory fee from the Fund.

The Adviser serves as principal underwriter for the Fund
and, as such, is the exclusive agent for the distribution of
shares of the Fund. Robert H. Leshner, Chairman and a director
of the Adviser, is President and a Trustee of the Trust. John F.
Splain, Secretary and General Counsel of the Adviser, is
Secretary of the Trust.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to its
objective of seeking best execution of portfolio transactions,
the Adviser may give consideration to sales of shares of the Fund
as a factor in the selection of brokers and dealers to execute
portfolio transactions of the Fund. Subject to the requirements
of the Investment Company Act of 1940 and procedures adopted by
the Board of Trustees, the Fund may execute portfolio
transactions through any broker or dealer and pay brokerage
commissions to a broker (i) which is an affiliated person of the
Trust, or (ii) which is an affiliated person of such person, or
(iii) an affiliated person of which is an affiliated person of
the Trust or the Adviser.

Shares of the Fund have equal voting rights and liquidation
rights. The Fund shall vote separately on matters submitted to a
vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. Each class of
shares of the Fund shall vote separately on matters relating to
its plan of distribution pursuant to Rule 12b-1 (see
"Distribution Plans"). When matters are submitted to
shareholders for a vote, each shareholder is entitled to one vote
for each full share owned and fractional votes for fractional
shares owned. The Trust does not normally hold annual meetings
of shareholders. The Trustees shall promptly call and give
notice of a meeting of shareholders for the purpose of voting
upon the removal of any Trustee when requested to do so in
writing by shareholders holding 10% or more of the Trust's
outstanding shares. The Trust will comply with the provisions of
Section 16(c) of the Investment Company Act of 1940 in order to
facilitate communications among shareholders.

DISTRIBUTION PLANS
- ------------------
CLASS A SHARES. Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Fund has adopted a plan of distribution
(the "Class A Plan") under which the Class A shares may directly
incur or reimburse the Adviser for certain distribution-related
expenses, including payments to securities dealers and others who
are engaged in the sale of shares of the Fund and who may be
advising investors regarding the purchase, sale or retention of
Fund shares; expenses of maintaining personnel who engage in or
support distribution of shares or who render shareholder support
services not otherwise provided by MGF Service Corp.; expenses of
formulating and implementing marketing and promotional
activities, including direct mail promotions and mass media
advertising; expenses of preparing, printing and distributing
sales literature and prospectuses and statements of additional
information and reports for recipients other than existing
shareholders of the Fund; expenses of obtaining such information,
analyses and reports with respect to marketing and promotional
activities as the Trust may, from time to time, deem advisable;
and any other expenses related to the distribution of the Fund's
Class A shares.

The annual limitation for payment of expenses pursuant to
the Class A Plan is .25% of the Fund's average daily net assets
allocable to Class A shares. Unreimbursed expenditures will not
be carried over from year to year. In the event the Class A Plan
is terminated by the Fund in accordance with its terms, the Fund
will not be required to make any payments for expenses incurred
by the Adviser after the date the Class A Plan terminates.

CLASS C SHARES. Pursuant to Rule 12b-1 under the Investment
Company Act of 1940, the Fund has adopted a plan of distribution
(the "Class C Plan") which provides for two categories of
payments. First, the Class C Plan provides for the payment to
the Adviser of an account maintenance fee, in an amount equal to
an annual rate of .25% of the Fund's average daily net assets
allocable to Class C shares, which may be paid to other dealers
based on the average value of Fund shares owned by clients of
such dealers. In addition, the Class C shares may directly incur
or reimburse the Adviser in an amount not to exceed .75% per
annum of the Fund's average daily net assets allocable to Class C
shares for expenses incurred in the distribution and promotion of
the Fund's Class C shares, including payments to securities
dealers and others who are engaged in the sale of shares of the
Fund and who may be advising investors regarding the purchase,
sale or retention of such shares; expenses of maintaining
personnel who engage in or support distribution of shares or who
render shareholder support services not otherwise provided by MGF
Service Corp.; expenses of formulating and implementing marketing
and promotional activities, including direct mail promotions and
mass media advertising; expenses of preparing, printing and
distributing sales literature and prospectuses and statements of
additional information and reports for recipients other than
existing shareholders of the Fund; expenses of obtaining such
information, analyses and reports with respect to marketing and
promotional activities as the Trust may, from time to time, deem
advisable; and any other expenses related to the distribution of
the Fund's Class C shares.

Pursuant to the Class C Plan, the Fund may make payments to
dealers and other persons, including the Adviser and its
affiliates, who may be advising investors regarding the purchase,
sale or retention of Class C shares. For the fiscal year ended
June 30, 1995, Class C shares of the Fund paid $5,077 to the
Adviser to reimburse it for payments made to dealers and other
persons who may be advising shareholders regarding the retention
of shares of the Fund.

Unreimbursed expenditures will not be carried over from year
to year. In the event the Class C Plan is terminated by the Fund
in accordance with its terms, the Fund will not be required to
make any payments for expenses incurred by the Adviser after the
date the Class C Plan terminates. The Adviser may make payments
to dealers and other persons in an amount up to .75% per annum of
the average value of Class C shares owned by their clients, in
addition to the .25% account maintenance fee described above.

GENERAL. Pursuant to the Plans, the Fund may also make
payments to banks or other financial institutions that provide
shareholder services and administer shareholder accounts. The
Glass-Steagall Act prohibits banks from engaging in the business
of underwriting, selling or distributing securities. Although
the scope of this prohibition under the Glass-Steagall Act has
not been clearly defined by the courts or appropriate regulatory
agencies, management of the Trust believes that the Glass-
Steagall Act should not preclude a bank from providing such
services. However, state securities laws on this issue may
differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register
as dealers pursuant to state law. If a bank were prohibited from
continuing to perform all or a part of such services, management
of the Trust believes that there would be no material impact on
the Fund or its shareholders. Banks may charge their customers
fees for offering these services to the extent permitted by
applicable regulatory authorities, and the overall return to
those shareholders availing themselves of the bank services will
be lower than to those shareholders who do not. The Fund may
from time to time purchase securities issued by banks which
provide such services; however, in selecting investments for the
Fund, no preference will be shown for such securities.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
- ----------------------------------------------------
On each day that the Trust is open for business, the share
price (net asset value) of Class C shares and the public offering
price (net asset value plus applicable sales load) of Class A
shares of the Fund is determined as of the close of the regular
session of trading on the New York Stock Exchange, currently 4:00
p.m., Eastern time. The Trust is open for business on each day
the New York Stock Exchange is open for business and on any other
day when there is sufficient trading in the Fund's investments
that its net asset value might be materially affected. The net
asset value per share of the Fund is calculated by dividing the
sum of the value of the securities held by the Fund plus cash or
other assets minus all liabilities (including estimated accrued
expenses) by the total number of shares outstanding of the Fund,
rounded to the nearest cent.

Tax-exempt portfolio securities are valued for the Fund by
an outside independent pricing service approved by the Board of
Trustees. The service generally utilizes a computerized grid
matrix of tax-exempt securities and evaluations by its staff to
determine what it believes is the fair value of the portfolio
securities. The Board of Trustees believes that timely and
reliable market quotations are generally not readily available to
the Fund for purposes of valuing tax-exempt securities and that
valuations supplied by the pricing service are more likely to
approximate the fair value of the tax-exempt securities. If, in
the Adviser's opinion, the valuation provided by the service does
not accurately reflect the fair value of a tax-exempt security,
it will value the security at the average of the prices quoted by
at least two independent market makers. The quoted price will
represent the market maker's opinion as to the price that a
willing buyer would pay for the security. All other securities
(and other assets) of the Fund for which market quotations are
not readily available are valued at their fair value as
determined in good faith in accordance with consistently applied
procedures established by and under the general supervision of
the Board of Trustees. The net asset value per share of the Fund
will fluctuate with the value of the securities it holds.

PERFORMANCE INFORMATION
- -----------------------
From time to time, the Fund may advertise its "average
annual total return." The Fund may also advertise "yield." Both
yield and average annual total return figures are based on
historical earnings and are not intended to indicate future
performance. Total return and yield are computed separately for
Class A and Class C shares. The yield of Class A shares is
expected to be higher than the yield of Class C shares due to the
higher distribution fees imposed on Class C shares.

The "average annual total return" of the Fund refers to the
average annual compounded rates of return over the most recent 1,
5 and 10 year periods (which periods will be stated in the
advertisement) that would equate an initial amount invested at
the beginning of a stated period to the ending redeemable value
of the investment. The calculation of "average annual total
return" assumes the reinvestment of all dividends and
distributions and, for Class A shares, the deduction of the
current maximum sales load from the initial investment. The Fund
may also advertise total return (a "nonstandardized quotation")
which is calculated differently from "average annual total
return." A nonstandardized quotation of total return may be a
cumulative return which measures the percentage change in the
value of an account between the beginning and end of a period,
assuming no activity in the account other than reinvestment of
dividends and capital gains distributions. A nonstandardized
quotation of total return may also indicate average annual
compounded rates of return over periods other than those
specified for "average annual total return." These
nonstandardized returns do not include the effect of the
applicable sales load which, if included, would reduce total
return. A nonstandardized quotation of total return will always
be accompanied by the Fund's "average annual total return" as
described above.

The "yield" of the Fund is computed by dividing the net
investment income per share earned during a thirty-day (or one
month) period stated in the advertisement by the maximum public
offering price per share on the last day of the period (using the
average number of shares entitled to receive dividends). The
yield formula assumes that net investment income is earned and
reinvested at a constant rate and annualized at the end of a six-
month period. In addition, the Fund may advertise together with
its "yield" a tax-equivalent yield which reflects the yield which
would be required of a taxable investment at a stated income tax
rate in order to equal the Fund's "yield."

From time to time, the Fund may advertise its performance
rankings as published by recognized independent mutual fund
statistical services such as Lipper Analytical Services, Inc.
("Lipper"), or by publications of general interest such as
Forbes, Money, The Wall Street Journal, Business Week, Barron's,
Fortune or Morningstar Mutual Fund Values. The Fund may also
compare its performance to that of other selected mutual funds,
averages of the other mutual funds within its category as
determined by Lipper, or recognized indicators. In connection
with a ranking, the Fund may provide additional information, such
as the particular category of funds to which the ranking relates,
the number of funds in the category, the criteria upon which the
ranking is based, and the effect of fee waivers and/or expense
reimbursements, if any. The Fund may also present its
performance and other investment characteristics, such as
volatility or a temporary defensive posture, in light of the
Adviser's view of current or past market conditions or historical
trends.

Further information about the Fund's performance is
contained in the Trust's annual report which can be obtained by
shareholders at no charge by calling MGF Service Corp.
(Nationwide call toll-free 800-543-0407; in Cincinnati call 629-
2050) or by writing to the Trust at the address on the front of
this Prospectus.

MIDWEST GROUP TAX FREE TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

OFFICERS
Robert H. Leshner, President
John F. Splain, Secretary
Mark J. Seger, Treasurer

INVESTMENT ADVISER
MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
- ---------
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999

TABLE OF CONTENTS
- ------------------
Expense Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights. . . . . .. . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies. . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price and Public Offering Price . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . .

<TABLE>
<S> <C>
Account Application ACCOUNT NO. ____________________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
Ohio Insured Home Office Address:____________________________
Tax Free Fund Branch Address:_________________________________
[ ] A Shares (9) Rep Name & No.:_________________________________
[ ] C Shares (14) Rep Signature:__________________________________

___________________________________________________________________________________________________________________

Initial Investment of $___________________ ($1,000 Minimum)

[ ] Check or draft enclosed payable to the Fund.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)

Account Name S.S. #/Tax l.D.#

_________________________________________________________________ Citizenship: [ ] U.S.
Name of Joint Tenant, Partner, Custodian [ ] Other ______________________

Address Phone

_________________________________________________________________ (_____)__________________________________________
Street or P.O. Box Business Phone

_________________________________________________________________ (_____)__________________________________________
City State Zip Home Phone

Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

Occupation and Employer Name/Address __________________________________________________________________________________

Are you an associated person of an NASD member? [ ] Yes [ ] No
___________________________________________________________________________________________________________________

REDUCED SALES CHARGES
Right of Accumulation: I apply for Right of Accumulation subject to the Agent's confirmation of the following holdings of eligible
load funds of the Midwest Group of Funds.

Account Number/Name Account Number/Name
___________________________________________________________- ________________________________________________________

___________________________________________________________- ________________________________________________________

Letter of Intent: (Complete the Right of Accumulation section if related accounts are being applied to your Letter of

Intent.)

[ ] l agree to the Letter of Intent in the current Prospectus of Midwest Group Tax Free Trust. Although I am not obligated to
purchase, and the Trust is not obligated to sell, I intend to invest over a 13 month period beginning ______________________ 19 __
(Purchase Date of not more than 90 days prior to this Letter) an aggregate amount in the load funds of the Midwest Group of Funds at
least equal to (check appropriate box):
[ ] $100,000 [ ] $250,000 [ ] $500,000 [ ] $1,000,000
____________________________________________________________________________________________________________________________

_______________________________________________________________- ________________________________________________________

Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any

___________________________________________________________- ________________________________________________________

Title of Corporate Officer, Trustee, etc. Date

AUTOMATIC INVESTMENT PLAN (Complete for Investments into the Fund)
The Automatic Investment Plan is available for all established accounts of Midwest Group Tax Free Trust. There is no charge
for this service, and it offers the convenience of automatic investing on a regular basis. The minimum investment is $50.00 per
month. For an account that is opened by using this Plan, the minimum initial and subsequent investments must be $50.00.
Though a continuous program of 12 monthly investments is recommended, the Plan may be discontinued
by the shareholder at any time.

Please invest $ _________________per month in the Fund. ABA Routing Number________

FI Account Number__________
[ ] Savings Account
_____________________________________________________________
Name of Financial Institution (FI) Please make my automatic
investment on:

[ ] the last business day
City State [ ] 15th and last business day

(Joint Signatures are required when bank account is in joint names. Please sign exactly as signature appears on your FI's records.)

Please attach a voided check for the Automatic Investment Plan.

Indemnification to Depositor's Bank
In consideration of your participation in a plan which MGF Service Corp. ("MGF") has put into effect, by which amounts,
determined by your depositor, payable to the Fund, for purchase of shares of the Fund, are collected by MGF, MGF hereby
agrees: MGF will indemnify and hold you harmless from any liability to any person or persons whatsoever arising out of the payment
by you of any amount drawn by the Fund to its own order on the account of your depositor or from any liability to any
person whatsoever arising out of the dishonor by you whether with or without cause or intentionally or inadvertently, of any such
checks. MGF will defend, at its own cost and expense, any action which might be brought against you by any person or persons
whatsoever because of your actions taken pursuant to the foregoing request or in any manner arising by reason of your participation
in this arrangement. MGF will refund to you any amount erroneously paid by you to the Fund on any such check if the claim for the
amount of such erroneous payment is made by you within six (6) months from the date of such erroneous payment; your
participation in this arrangement and that of the Fund may be terminated by thirty (30) days written notice from
either party to the other.
____________________________________________________________________________________________________________________________

AUTOMATIC WITHDRAWAL PLAN (Complete for Withdrawals from the Fund)
This is an authorization for you to withdraw $_________________ from my mutual fund account beginning the last business day of the
month of _____________________.

Please Indicate Withdrawal Schedule (Check One):

Please Select Payment Method (Check One):

[ ] Exchange: Please exchange the withdrawal proceeds into another Midwest account number: ____ ____ _ ____ ____ ____ ____
____ ____ _ ____
[ ] Check: Please mail a check for my withdrawal proceeds to the mailing address on this account.
[ ] ACH Transfer: Please send my withdrawal proceeds via ACH transfer to my bank checking or savings account as indicated below.
understand that the transfer will be completed in two to three business days and that there is no charge.
[ ] Bank Wire: Please send my withdrawal proceeds via bank wire, to the account indicated below. I understand that the wire will
be completed in one business day and that there is an $8.00 fee.

Please attach a voided _______________________________________________________________________________________
check for ACH or bank wire Bank Name Bank Address

_______________________________________________________________________________________
Bank ABA# Account # Account Name

[ ] Send to special payee (other than applicant): Please mail a check for my withdrawal proceeds to the mailing address below:

Name of payee_____________________________________________________________________________________________________________

RESOLUTIONS
(This Section to be completed by Corporations, Trusts, and Other Organizations)
RESOLVED: That this corporation or organization become a shareholder of Midwest Group Tax Free Trust (the Trust) and that

_____________________________________________________________________________________________________________________________
is (are) hereby authorized to complete and execute the Application on behalf of the corporation or organization and to take any
action for it as may be necessary or appropriate with respect to its shareholder account with the Trust, and it
is
FURTHER RESOLVED: That any one of the above noted officers is authorized to sign any documents necessary or appropriate to appoint
MGF Service Corp. as redemption agent of the corporation or organization for shares of the applicable series of the Trust, to
establish or acknowledge terms and conditions governing the redemption of said shares and to otherwise implement the privileges
elected on the Application.

Certificate

I hereby certify that the foregoing resolutions are in conformity with the Charter and By-Laws or other empowering documents of the

____________________________________________________________________________________________________________________________
(Name of Organization)

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

and were adopted at a meeting of the Board of Directors or Trustees of the organization or corporation duly called and held on
_______________ at which a quorum was present and acting throughout, and that the same are now in full force and effect.
I further certify that the following is (are) duly elected officer(s) of the corporation or organization, authorized to act in
accordance with the foregoing resolutions.

Name Title

________________________________________________________________ _______________________________________________________

Witness my hand and seal of the corporation or organization this________________day of_____________________________, 19_______

________________________________________________________________ _______________________________________________________
*Secretary-Clerk Other Authorized Officer (if required)

*If the Secretary or other recording officer is authorized to act by the above resolutions, this certificate must also be signed by
another officer.

</TABLE>
<PAGE>

PROSPECTUS
November 1, 1995

MIDWEST GROUP TAX FREE TRUST
312 WALNUT STREET, 21st FLOOR
CINCINNATI, OHIO 45202-4094

OHIO TAX-FREE MONEY FUND
-------------------------

The Ohio Tax-Free Money Fund (the "Fund"), a separate series of Midwest
Group Tax Free Trust, seeks the highest level of current income exempt from
federal income tax and Ohio personal income tax, consistent with liquidity
and stability of principal. The Fund invests primarily in a portfolio of
high-quality, short-term Ohio municipal obligations.

THE FUND'S PORTFOLIO SECURITIES ARE VALUED ON AN AMORTIZED COST BASIS.
FUND SHARES ARE NEITHER INSURED NOR GUARANTEED BY THE UNITED STATES
GOVERNMENT OR ANY OTHER ENTITY. IT IS ANTICIPATED, BUT THERE IS NO
ASSURANCE, THAT THE FUND WILL MAINTAIN A STABLE NET ASSET VALUE PER SHARE OF
$1.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY.

THE FUND IS A NON-DIVERSIFIED SERIES AND THEREFORE MAY INVEST MORE THAN
5% OF ITS TOTAL ASSETS IN OHIO MUNICIPAL OBLIGATIONS ISSUED BY ONE ISSUER.

Midwest Group Financial Services, Inc. (the "Adviser") manages the
Fund's investments and its business affairs.

This Prospectus sets forth concisely the information about the Fund that
you should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated November 1, 1995 has
been filed with the Securities and Exchange Commission and is hereby
incorporated by reference in its entirety. A copy of the Statement of
Additional Information can be obtained at no charge by calling one of the
numbers listed below.
- ----------------------------------------------------------------
For Information or Assistance in Opening An Account, Please Call:

Nationwide (Toll-Free) . . . . . . . . . . . . . . . . . . . 800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . . . . . . . . . 513-629-2050
- ------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

EXPENSE INFORMATION
- -------------------
Shareholder Transaction Expenses
- --------------------------------
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Exchange Fee None
Redemption Fee None*
Check Redemption Processing Fee (per check):
First six checks per month None
Additional checks per month $0.25

* A wire transfer fee is charged by the Fund's Custodian in the case
of redemptions made by wire. Such fee is subject to change and is
currently $8. See "How to Redeem Shares."

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Management Fees .47%
12b-1 Fees .17%(A)
Other Expenses .10%
----
Total Fund Operating Expenses .74%
====
(A)The Fund may incur 12b-1 fees in an amount up to .25% of its average
net assets.

The purpose of this table is to assist the investor in understanding
the various costs and expenses that an investor in the Fund will bear
directly or indirectly. The percentages expressing annual fund
operating expenses are based on amounts incurred during the most recent
fiscal year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

Example 1 Year 3 Years 5 Years 10 Years
------- ------ ------- ------- -------
You would pay the following
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period: $ 8 $ 24 $ 41 $ 92

FINANCIAL HIGHLIGHTS
- --------------------
The following information, which has been audited by Arthur Andersen
LLP, is an integral part of the audited financial statements and should
be read in conjunction with the financial statements. The financial
statements as of June 30, 1995 and related auditors' report appear in
the Statement of Additional Information of the Fund, which can be
obtained by shareholders at no charge by calling MGF Service Corp.
(Nationwide call toll-free 800-543-0407, in Cincinnati call 629-2050)
or by writing to the Trust at the address on the front of this
Prospectus.

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
===============================================================================================================
FROM
DATE OF
PUBLIC
FROM OFFERING
SEPT. 1, (OCT. 22,
1988 1987)
YEAR ENDED JUNE 30, THROUGH THROUGH
__________________________________________________ JUNE 30, AUG. 31,
1995 1994 1993 1992 1991 1990 1989 1988
______________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period. $1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $1.000 $1.000
-------- -------- -------- -------- -------- -------- ------- -------
Net investment income.................. 0.031 0.020 0.022 0.034 0.048 0.055 0.047 0.040
-------- -------- -------- -------- -------- -------- -------- --------
Distributions from net
investment income ................... (0.031) (0.020) (0.022) (0.034) (0.048) (0.055) (0.047) (0.040)
-------- -------- -------- -------- ------- --------- -------- --------
Net asset value at end of period ...... $1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $1.000 $1.000
======== ======== ======== ======== ======= ========= ======= ========

Total return........................... 3.12% 1.99% 2.19% 3.52% 4.99% 5.62% 5.77%(B) 4.51%(B)
======== ======== ======== ======== ======= ========= ======= ========

Net assets at end of period (000's) ... $226,606 $213,001 $221,775 $218,503 $204,034 $124,145 $78,241 $62,777
======== ======== ======== ======== ======= ========= ======== ========

Ratio of expenses to average
net assets(A) ...................... 0.74% 0.73% 0.74% 0.75% 0.77% 0.75% 0.71%(B) 0.62%(B)

Ratio of net investment income to
average net assets.................. 3.08% 1.97% 2.16% 3.43% 4.80% 5.47% 5.64%(B) 4.66%(B)

<FN>
(A)Ratio of expenses to average net assets assuming no waiver of fees by the Adviser was 0.85%(B) and 1.02%(B) for the periods
ended June 30, 1989 and August 31, 1988, respectively.
(B)Annualized.
</FN>
</TABLE>

INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------
The Fund is a series of Midwest Group Tax Free Trust (the
"Trust"). The Fund seeks the highest level of current income
exempt from federal income tax and Ohio personal income tax,
consistent with liquidity and stability of principal. The Fund
is not intended to be a complete investment program, and there is
no assurance that its investment objective can be achieved. The
Fund's investment objective may be changed by the Board of
Trustees without shareholder approval, but only after
notification has been given to shareholders and after this
Prospectus has been revised accordingly. If there is a change in
the Fund's investment objective, shareholders should consider
whether the Fund remains an appropriate investment in light of
their then current financial position and needs. Unless
otherwise indicated, all investment practices and limitations of
the Fund are nonfundamental policies which may be changed by the
Board of Trustees without shareholder approval.

The Fund seeks to achieve its investment objective by
investing primarily in high-quality, short-term Ohio Obligations
(described below) determined by the Adviser, under the direction
of the Board of Trustees, to present minimal credit risks. The
Fund will purchase only obligations that enable it to employ the
amortized cost method of valuation. Under the amortized cost
method of valuation, the Fund's obligations are valued at
original cost adjusted for amortization of premium or
accumulation of discount, rather than valued at market. This
method should enable the Fund to maintain a stable net asset
value per share. The Fund will invest in obligations which have
received a short-term rating in one of the two highest categories
by any two nationally recognized statistical rating organizations
("NRSROs") or by any one NRSRO if the obligation is rated by only
that NRSRO. The Fund may purchase unrated obligations determined
by the Adviser, under the direction of the Board of Trustees, to
be of comparable quality to rated obligations meeting the Fund's
quality standards. These standards must be satisfied at the time
an investment is made. If an obligation ceases to meet these
standards, or if the Board of Trustees believes such obligation
no longer presents minimal credit risks, the Trustees will cause
the Fund to dispose of the obligation as soon as practicable.
The Statement of Additional Information describes ratings of the
NRSROs.

The Fund's dollar-weighted average maturity will be 90 days
or less. The Fund will invest in obligations with remaining
maturities of thirteen months or less at the time of purchase.

It is a fundamental policy that under normal market
conditions the Fund will invest at least 80% of the value of its
net assets in short-term obligations the interest on which is
exempt from federal income tax, including the alternative minimum
tax, and Ohio personal income tax. This policy may not be
changed without the affirmative vote of a majority of the
outstanding shares of the Fund. The term "majority" of the
outstanding shares means the lesser of (1) 67% or more of the
outstanding shares of the Fund present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund
are present or represented at such meeting or (2) more than 50%
of the outstanding shares of the Fund.

The Fund may, from time to time, invest in other short-term,
high-quality obligations for temporary defensive purposes
(subject to the fundamental policy that under normal market
conditions the Fund will invest at least 80% of its net assets in
obligations the interest on which is exempt from federal income
tax, including the alternative minimum tax, and Ohio personal
income tax). These include, but are not limited to, obligations
the interest on which is exempt from federal, but not Ohio,
income tax and taxable obligations such as certificates of
deposit and other bank debt instruments, commercial paper,
obligations issued by the U.S. Government or any of its agencies
or instrumentalities and repurchase agreements. Except for
temporary defensive purposes, at no time will more than 20% of
the value of the Fund's net assets be invested in taxable
obligations. Under normal market conditions, the Fund
anticipates that not more than 5% of the value of its net assets
will be invested in any one type of taxable obligation. Taxable
obligations are more fully described in the Statement of
Additional Information. The Fund may invest in these other
short-term obligations, for example, due to market conditions
under which Ohio Obligations are temporarily unavailable for
purchase or available only in limited amounts, or pending
investment of proceeds of sales of shares or proceeds from the
sale of portfolio securities or in anticipation of redemptions.
The Fund reserves the right to hold cash reserves as the Adviser
deems necessary for temporary defensive purposes. Although
interest earned on these short-term obligations is taxable as
ordinary income for federal and/or Ohio income tax purposes, the
Fund intends to minimize taxable income through investment, when
possible, in other available securities exempt from federal
and/or Ohio income taxes, including shares of investment
companies whose dividends are tax-exempt. The Fund may invest up
to 10% of its total assets in shares of other investment
companies. Investments by the Fund in shares of other investment
companies may result in duplication of sales loads and advisory,
administrative and distribution fees. The Fund will not invest
more than 5% of its total assets in securities of any single
investment company and will not purchase more than 3% of the
outstanding voting securities of any investment company. The
Fund will only invest in securities of other investment companies
which hold themselves out to be money market funds.

Ohio Obligations
----------------
Ohio Obligations are debt obligations issued by the State of
Ohio and its political subdivisions, agencies, authorities and
instrumentalities and other qualifying issuers which pay interest
that is, in the opinion of bond counsel to the issuer, exempt
from both federal income tax, including the alternative minimum
tax, and Ohio personal income tax. For purposes of this
definition, Ohio Obligations include participation interests in
Ohio Obligations and shares of an investment company which
invests at least 80% of its net assets in obligations the
interest on which is exempt from federal income tax, including
the alternative minimum tax, and Ohio personal income tax. Ohio
Obligations are issued to obtain funds to construct, repair or
improve various public facilities such as airports, bridges,
highways, hospitals, housing, schools, streets and water and
sewer works, to pay general operating expenses or to refinance
outstanding debts. They also may be issued to finance various
private activities, including the lending of funds to public or
private institutions for construction of housing, educational or
medical facilities or the financing of privately owned or
operated facilities. Ohio Obligations consist of tax-exempt
bonds, tax-exempt notes and tax-exempt commercial paper. The
Statement of Additional Information contains a description of
tax-exempt bonds, notes and commercial paper.

The two principal classifications of Ohio Obligations are
"general obligation" and "revenue" bonds. General obligation
bonds are backed by the issuer's full credit and taxing power.
Revenue bonds are backed by the revenues of a specific project,
facility or tax. Industrial development revenue bonds are a
specific type of revenue bond backed by the credit of the private
user of the facility, and therefore investments in these bonds
have more potential risk. The Fund's ability to achieve its
investment objective depends to a great extent on the ability of
these various issuers to meet their scheduled payments of
principal and interest. Tax-exempt notes generally are used to
provide short-term capital needs and generally have maturities of
one year or less. The tax-exempt notes in which the Fund may
invest are tax anticipation notes (TANs), revenue anticipation
notes (RANs) and bond anticipation notes (BANs). TANs, RANs and
BANs are issued by state and local government and public
authorities as interim financing in anticipation of tax
collections, revenue receipts or bond sales, respectively. Tax-
exempt commercial paper typically represents short-term,
unsecured, negotiable promissory notes.

From time to time, the Fund may invest more than 25% of the
value of its total assets in industrial development bonds which,
although issued by industrial development authorities, may be
backed only by the assets and revenues of the nongovernmental
users. However, the Fund will not invest more than 25% of its
assets in securities backed by nongovernmental users which are in
the same industry. Interest on municipal obligations (including
certain industrial development bonds) which are private activity
obligations, as defined in the Internal Revenue Code, issued
after August 7, 1986, while exempt from federal income tax, is a
preference item for purposes of the alternative minimum tax.
Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the
investment company will be treated as such a preference item to
shareholders. The Fund will invest no more than 20% of its net
assets in obligations the interest from which gives rise to a
preference item for the purpose of the alternative minimum tax
and in other investments subject to federal income tax.

Risk Factors
------------
The Fund's yield will fluctuate due to changes in interest
rates, economic conditions, quality ratings and other factors
beyond the control of the Adviser. In addition, the financial
condition of an issuer or adverse changes in general economic
conditions, or both, may impair the issuer's ability to make
payments of interest and principal. There is no limit on the
percentage of a single issue of tax-exempt obligations that the
Fund may own. If the Fund holds a significant portion of the
obligations of an issuer, there may not be a readily available
market for the obligations. Reduced diversification could
involve an increased risk to the Fund should an issuer be unable
to make interest or principal payments or should the market value
of Ohio Obligations decline.

The Fund is a non-diversified fund under the Investment
Company Act of 1940. Thus, its investments may be more
concentrated in fewer issuers than those of a diversified fund.
This concentration may increase the possibility of fluctuation in
the Fund's net asset value. As the Fund intends to comply with
Subchapter M of the Internal Revenue Code, it may invest up to
50% of its assets at the end of each quarter of its fiscal year
in as few as two issuers, provided that no more than 25% of the
assets are invested in one issuer. With respect to the remaining
50% of its assets at the end of each quarter, it may invest no
more than 5% in one issuer.

Other Investment Techniques
- ---------------------------
The Fund may also engage in the following investment
techniques, each of which may involve certain risks:

FLOATING AND VARIABLE RATE OBLIGATIONS. The Fund may invest
in floating or variable rate tax-exempt obligations. Floating
rate obligations have an interest rate which is fixed to a
specified interest rate, such as a bank prime rate, and is
automatically adjusted when the specified interest rate changes.
Variable rate obligations have an interest rate which is adjusted
at specified intervals to a specified interest rate. Periodic
interest rate adjustments help stabilize the obligations' market
values. The Fund may purchase these obligations from the issuers
or may purchase participation interests in pools of these
obligations from banks or other financial institutions. Variable
and floating rate obligations usually carry demand features that
permit the Fund to sell the obligations back to the issuers or to
financial intermediaries at par value plus accrued interest upon
not more than 30 days' notice at any time or prior to specific
dates. Certain of these variable rate obligations, often
referred to as "adjustable rate put bonds," may have a demand
feature exercisable on specific dates once or twice each year.
The Fund will not invest more than 10% of its net assets in
floating or variable rate obligations as to which the Fund cannot
exercise the demand feature on not more than seven days' notice
if the Adviser, under the direction of the Board of Trustees,
determines that there is no secondary market available for these
obligations and all other illiquid securities. If the Fund
invests a substantial portion of its assets in obligations with
demand features permitting sale to a limited number of entities,
the inability of the entities to meet demands to purchase the
obligations could affect the Fund's liquidity. However,
obligations with demand features frequently are secured by
letters of credit or comparable guarantees that may reduce the
risk that an entity would not be able to meet such demands. In
determining whether an obligation secured by a letter of credit
meets the Fund's quality standards, the Adviser will ascribe to
such obligation the same rating given to unsecured debt issued by
the letter of credit provider. In looking to the
creditworthiness of a party relying on a foreign bank for credit
support, the Adviser will consider whether adequate public
information about the bank is available and whether the bank may
be subject to unfavorable political or economic developments,
currency controls or other governmental restrictions affecting
its ability to honor its credit commitment.

WHEN-ISSUED OBLIGATIONS. The Fund may invest in when-
issued tax-exempt obligations. Obligations offered on a when-
issued basis are settled by delivery and payment after the date
of the transaction, usually within 15 to 45 days. The Fund will
maintain a segregated account with its Custodian of cash or high-
quality liquid debt securities, marked to market daily, in an
amount equal to its when-issued commitments. Because these
transactions are subject to market fluctuations, a significant
commitment to when-issued purchases could result in fluctuation
of the Fund's net asset value. The Fund will only make
commitments to purchase when-issued obligations with the
intention of actually acquiring the obligations and not for the
purpose of investment leverage.

SECURITIES WITH LIMITED MARKETABILITY. The Fund may invest
in the aggregate up to 10% of its net assets in securities that
are not readily marketable, including: participation interests
that are not subject to the demand feature described above;
floating and variable rate obligations as to which the Fund
cannot exercise the related demand feature described above and as
to which there is no secondary market; and repurchase agreements
not terminable within seven days.

BORROWING AND PLEDGING. The Fund may borrow money from
banks (provided there is 300% asset coverage) or from banks or
other persons for temporary purposes (in an amount not exceeding
5% of its total assets). The Fund will not make any borrowing
which would cause its outstanding borrowings to exceed one-third
of the value of its total assets. The Fund may pledge assets in
connection with borrowings but will not pledge more than one-
third of its total assets. The Fund will not make any additional
purchases of portfolio securities if outstanding borrowings
exceed 5% of the value of its total assets. Borrowing magnifies
the potential for gain or loss on the Fund's portfolio securities
and, therefore, if employed, increases the possibility of
fluctuation in its net asset value. This is the speculative
factor known as leverage. The Fund's policies on borrowing and
pledging are fundamental policies which may not be changed
without the affirmative vote of a majority of its outstanding
shares.

HOW TO PURCHASE SHARES
- ----------------------
Your initial investment in the Fund ordinarily must be at
least $1,000. Shares of the Fund are sold on a continuous basis
at the net asset value next determined after receipt of a
purchase order by the Trust.

INITIAL INVESTMENTS BY MAIL. You may open an account and
make an initial investment in the Fund by sending a check and a
completed account application form to MGF Service Corp., P.O. Box
5354, Cincinnati, Ohio 45201-5354. Checks should be made payable
to the "Ohio Tax-Free Money Fund." An account application is
included in this Prospectus.

INITIAL INVESTMENTS BY WIRE. You may also purchase shares
of the Fund by wire. Please telephone MGF Service Corp.
(Nationwide call toll-free 800-543-0407; in Cincinnati call 629-
2050) for instructions. You should be prepared to give the name
in which the account is to be established, the address, telephone
number and taxpayer identification number for the account, and
the name of the bank which will wire the money.

You may receive a dividend on the day of your wire
investment provided you have given notice of your intention to
make such investment to MGF Service Corp. by 4:00 p.m., Eastern
time, on the preceding business day (or 12:00 noon, Eastern time,
on the same day of a wire investment in the case of investors
utilizing institutions that have made appropriate arrangements
with MGF Service Corp.). Your investment will be made at the net
asset value next determined after your wire is received together
with the account information indicated above. If the Trust does
not receive timely and complete account information, there may be
a delay in the investment of your money and any accrual of
dividends. To make your initial wire purchase, you are required
to mail a completed account application to MGF Service Corp.
Your bank may impose a charge for sending your wire. There is
presently no fee for receipt of wired funds, but MGF Service
Corp. reserves the right to charge shareholders for this service
upon thirty days' prior notice to shareholders.

ADDITIONAL INVESTMENTS. You may purchase and add shares to
your account by mail or by bank wire. Checks should be sent to
MGF Service Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354.
Checks should be made payable or endorsed to the "Ohio Tax-Free
Money Fund." Bank wires should be sent as outlined above. You
may also make additional investments at the Trust's offices at
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. Each
additional purchase request must contain the name of your account
and your account number to permit proper crediting to your
account. While there is no minimum amount required for
subsequent investments, the Trust reserves the right to impose
such requirement.

CASH SWEEP PROGRAM. Cash accumulations in accounts with
financial institutions may be automatically invested in shares of
the Fund at the next determined net asset value on a day selected
by the institution or its customer, or when the account balance
reaches a predetermined dollar amount (e.g., $5,000).

HOW TO REDEEM SHARES
- --------------------

You may redeem shares of the Fund on each day that the Trust
is open for business. You will receive the net asset value per
share next determined after receipt by MGF Service Corp. of your
redemption request in the form described below. Payment is
normally made within three business days after tender in such
form, provided that payment in redemption of shares purchased by
check will be effected only after the check has been collected,
which may take up to fifteen days from the purchase date. To
eliminate this delay, you may purchase shares of the Fund by
certified check or wire.

BY TELEPHONE. You may redeem shares by telephone. The
proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any
commercial bank or brokerage firm in the United States as
designated on your application. To redeem by telephone, call MGF
Service Corp. (Nationwide call toll-free 800-543-0407; in
Cincinnati call 629-2050). The redemption proceeds will normally
be sent by mail or by wire within one business day (but not later
than three business days) after receipt of your telephone
instructions. Any redemption requests by telephone must be
received in proper form prior to 12:00 noon, Eastern time, on any
business day in order for payment by wire to be made that day.

BY MAIL. You may redeem any number of shares from your
account by sending a written request to MGF Service Corp. The
request must state the number of shares to be redeemed and your
account number. The request must be signed exactly as your name
appears on the Trust's account records. If the shares to be
redeemed have a value of $25,000 or more, your signature must be
guaranteed by any of the eligible guarantor institutions outlined
above.

Written redemption requests may also direct that the
proceeds be deposited directly in the bank account or brokerage
account designated on your account application for telephone
redemptions. Proceeds of redemptions requested by mail are
normally mailed within two business days following receipt of
instructions in proper form, but in no event later than three
business days following receipt of instructions.

BY CHECK. You may establish a special checking account with
the Fund for the purpose of redeeming shares by check. Checks
may be made payable to anyone for any amount, but checks may not
be certified.

If the amount of a check is greater than the value of the
shares held in your account, the check will be returned. A check
representing a redemption request will take precedence over any
other redemption instructions issued by a shareholder.

Shareholders who invest in the Fund through a cash sweep or
similar program with a financial institution are not eligible for
the checkwriting privilege.

ADDITIONAL REDEMPTION INFORMATION. If your instructions
request a redemption by wire, you will be charged an $8
processing fee by the Fund's Custodian. The Trust reserves the
right, upon thirty days' written notice, to change the processing
fee. All charges will be deducted from your account by
redemption of shares in your account. Your bank or brokerage
firm may also impose a charge for processing the wire. In the
event that wire transfer of funds is impossible or impractical,
the redemption proceeds will be sent by mail to the designated
account.

At the discretion of the Trust or MGF Service Corp.,
corporate investors and other associations may be required to
furnish an appropriate certification authorizing redemptions to
ensure proper authorization. The Trust reserves the right to
require you to close your account if at any time the value of
your shares is less than $1,000 (based on actual amounts
invested, unaffected by market fluctuations) or such other
minimum amount as the Trust may determine from time to time.
After notification to you of the Trust's intention to close your
account, you will be given thirty days to increase the value of
your account to the minimum amount.

EXCHANGE PRIVILEGE
- ------------------
Shares of the Fund and of any other fund of the Midwest
Group of Funds may be exchanged for each other. A sales load
will be imposed equal to the excess, if any, of the sales load
rate applicable to the shares being acquired over the sales load
rate, if any, previously paid on the shares being exchanged. A
contingent deferred sales load may be imposed on a redemption of
shares of the Fund if such shares had previously been acquired in
connection with an exchange from another fund in the Midwest
Group which imposes a contingent deferred sales load, as
described in the Prospectus of such other fund.

The following are the funds of the Midwest Group of Funds
currently offered to the public. Funds which may be subject to a
front-end or contingent deferred sales load are indicated by an
asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
- ---------------------------- -----------------------
Tax-Free Money Fund *U.S. Government Securities Fund
Ohio Tax-Free Money Fund *Equity Fund
California Tax-Free Money Fund *Utility Fund
Royal Palm Florida Tax-Free *Treasury Total Return Fund
Money Fund
*Tax-Free Intermediate Term Fund Midwest Trust
*Ohio Insured Tax-Free Fund -------------
Short Term Government Income Fund
Institutional Government Income
Fund
*Intermediate Term Government
Income Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------
All of the net investment income of the Fund is declared as
a dividend to shareholders of record on each business day of the
Trust and paid monthly. Management will determine the timing and
frequency of the distributions of any net realized short-term
capital gains. Although the Fund does not expect to realize any
long-term capital gains, if the Fund does realize such gains it
will distribute them at least once each year. The Fund will, at
the time dividends are paid, designate as tax-exempt the same
percentage of the distribution as the actual tax-exempt income
earned during the period covered by the distribution bore to
total income earned during the period; the percentage of the
distribution which is tax-exempt may vary from distribution to
distribution.

Dividends are automatically reinvested in additional shares
of the Fund (the Share Option) unless cash payments are specified
on your application or are otherwise requested by contacting MGF
Service Corp. If you elect to receive dividends in cash and the
U.S. Postal Service cannot deliver your checks or if your checks
remain uncashed for six months, your dividends may be reinvested
in your account at the then-current net asset value and your
account will be converted to the Share Option.

Issuers of tax-exempt securities issued after August 31,
1986 are required to comply with various restrictions on the use
and investment of proceeds of sales of the securities. Any
failure by the issuer to comply with these restrictions would
cause interest on such securities to become taxable to the
security holders as of the date the securities were issued.

Interest on "specified private activity bonds," as defined
by the Tax Reform Act of 1986, is an item of tax preference
possibly subject to the alternative minimum tax (at the rate of
26% to 28% for individuals and 20% for corporations). The Fund
may invest in such "specified private activity bonds" subject to
the requirement that it invest at least 80% of its net assets in
obligations the interest on which is exempt from federal income
tax, including the alternative minimum tax, and Ohio personal
income tax. The Tax Reform Act of 1986 also created a tax
preference for corporations equal to one-half of the excess of
adjusted net book income over alternative minimum taxable income.
As a result, one-half of tax-exempt interest income received from
the Fund may be a tax preference for corporate investors.

Shareholders should be aware that interest on indebtedness
incurred to purchase or carry shares of the Fund is not
deductible for federal income tax purposes. Shareholders
receiving Social Security benefits may be taxed on a portion of
those benefits as a result of receiving tax-exempt income.

The tax consequences described in this section apply whether
distributions are taken in cash or reinvested in additional
shares. The Fund may not be an appropriate investment for
persons who are "substantial users" of facilities financed by
industrial development bonds or are "related persons" to such
users; such persons should consult their tax advisors before
investing in the Fund.

The Fund is responsible for the payment of all operating
expenses, including fees and expenses in connection with
membership in investment company organizations, brokerage fees
and commissions, legal, auditing and accounting expenses,
expenses of registering shares under federal and state securities
laws, expenses related to the distribution of the Fund's shares
(see "Distribution Plan"), insurance expenses, taxes or
governmental fees, fees and expenses of the custodian, transfer
agent and accounting and pricing agent of the Fund, fees and
expenses of members of the Board of Trustees who are not
interested persons of the Trust, the cost of preparing and
distributing prospectuses, statements, reports and other
documents to shareholders, expenses of shareholders' meetings and
proxy solicitations, and such extraordinary or non-recurring
expenses as may arise, including litigation to which the Fund may
be a party and indemnification of the Trust's officers and
Trustees with respect thereto.

In addition, MGF Service Corp. has been retained by the
Adviser to assist the Adviser in providing administrative
services to the Fund. In this capacity, MGF Service Corp.
supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates the
preparation of reports to shareholders and reports to and filings
with the Securities and Exchange Commission and state securities
authorities. The Adviser (not the Fund) pays MGF Service Corp. a
fee for these administrative services equal to one-fourth of its
advisory fee from the Fund.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to its
objective of seeking best execution of portfolio transactions,
the Adviser may give consideration to sales of shares of the Fund
as a factor in the selection of brokers and dealers to execute
portfolio transactions of the Fund. Subject to the requirements
of the Investment Company Act of 1940 and procedures adopted by
the Board of Trustees, the Fund may execute portfolio
transactions through any broker or dealer and pay brokerage
commissions to a broker (i) which is an affiliated person of the
Trust, or (ii) which is an affiliated person of such person, or
(iii) an affiliated person of which is an affiliated person of
the Trust or the Adviser.

Shares of the Fund have equal voting rights and liquidation
rights. The Fund shall vote separately on matters submitted to a
vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. When matters are
submitted to shareholders for a vote, each shareholder is
entitled to one vote for each full share owned and fractional
votes for fractional shares owned. The Trust does not normally
hold annual meetings of shareholders. The Trustees shall
promptly call and give notice of a meeting of shareholders for
the purpose of voting upon the removal of any Trustee when
requested to do so in writing by shareholders holding 10% or more
of the Trust's outstanding shares. The Trust will comply with
the provisions of Section 16(c) of the Investment Company Act of
1940 in order to facilitate communications among shareholders.

The Fifth Third Bank Trust Department, 38 Fountain Square
Plaza, Cincinnati, Ohio, may be deemed to control the Fund by
virtue of the fact that it owns of record more than 25% of the
Fund's shares as of the date of this Prospectus.

DISTRIBUTION PLAN
- -----------------
Pursuant to Rule 12b-1 under the Investment Company Act of
1940, the Fund has adopted a plan of distribution (the "Plan")
under which the Fund may directly incur or reimburse the Adviser
for certain distribution-related expenses, including payments to
securities dealers and others who are engaged in the sale of
shares of the Fund and who may be advising investors regarding
the purchase, sale or retention of Fund shares; expenses of
maintaining personnel who engage in or support distribution of
shares or who render shareholder support services not otherwise
provided by MGF Service Corp.; expenses of formulating and
implementing marketing and promotional activities, including
direct mail promotions and mass media advertising; expenses of
preparing, printing and distributing sales literature and
prospectuses and statements of additional information and reports
for recipients other than existing shareholders of the Fund;
expenses of obtaining such information, analyses and reports with
respect to marketing and promotional activities as the Trust may,
from time to time, deem advisable; and any other expenses related
to the distribution of the Fund's shares.

Pursuant to the Plan, the Fund may make payments to dealers
and other persons, including the Adviser and its affiliates, who
may be advising investors regarding the purchase, sale or
retention of shares of the Fund. For the fiscal year ended June
30, 1995, the Fund paid $357,000 to the Adviser to reimburse it
for payments made to dealers and other persons who may be
advising shareholders regarding the retention of shares of the
Fund.

The annual limitation for payment of expenses pursuant to
the Plan is .25% of the Fund's average daily net assets.
Unreimbursed expenditures will not be carried over from year to
year. In the event the Plan is terminated by the Fund in
accordance with its terms, the Fund will not be required to make
any payments for expenses incurred by the Adviser after the date
the Plan terminates.

Pursuant to the Plan, the Fund may also make payments to
banks or other financial institutions that provide shareholder
services and administer shareholder accounts. The Glass-Steagall
Act prohibits banks from engaging in the business of
underwriting, selling or distributing securities. Although the
scope of this prohibition under the Glass-Steagall Act has not
been clearly defined by the courts or appropriate regulatory
agencies, management of the Trust believes that the Glass-
Steagall Act should not preclude a bank from providing such
services. However, state securities laws on this issue may
differ from the interpretations of federal law expressed herein
and banks and financial institutions may be required to register
as dealers pursuant to state law. If a bank were prohibited from
continuing to perform all or a part of such services, management
of the Trust believes that there would be no material impact on
the Fund or its shareholders. Banks may charge their customers
fees for offering these services to the extent permitted by
applicable regulatory authorities, and the overall return to
those shareholders availing themselves of the bank services will
be lower than to those shareholders who do not. The Fund may
from time to time purchase securities issued by banks which
provide such services; however, in selecting investments for the
Fund, no preference will be shown for such securities.

CALCULATION OF SHARE PRICE
- --------------------------
On each day that the Trust is open for business, the share
price (net asset value) of the Fund's shares is determined as of
12:00 noon and 4:00 p.m., Eastern time. The Trust is open for
business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in
the Fund's investments that its net asset value might be
materially affected. The net asset value per share of the Fund
is calculated by dividing the sum of the value of the securities
held by the Fund plus cash or other assets minus all
liabilities (including estimated accrued expenses) by the total
number of shares outstanding of the Fund, rounded to the nearest
cent.

The Fund's portfolio securities are valued on an amortized
cost basis. In connection with the use of the amortized cost
method of valuation, the Fund maintains a dollar-weighted average
portfolio maturity of 90 days or less, purchases only United
States dollar-denominated securities having remaining maturities
of thirteen months or less and invests only in securities
determined by the Board of Trustees to meet the Fund's quality
standards and to present minimal credit risks. Other assets of
the Fund are valued at their fair value as determined in good
faith in accordance with consistently applied procedures
established by and under the general supervision of the Board of
Trustees. It is anticipated, but there is no assurance, that the
use of the amortized cost method of valuation will enable the
Fund to maintain a stable net asset value per share of $1.

PERFORMANCE INFORMATION
- -----------------------
From time to time, the Fund may advertise its "current
yield" and "effective yield." Both yield figures are based on
historical earnings and are not intended to indicate future
performance. The "current yield" of the Fund refers to the
income generated by an investment in the Fund over a seven-day
period (which period will be stated in the advertisement). This
income is then "annualized." That is, the amount of income
generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by
an investment in the Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "current
yield" because of the compounding effect of this assumed
reinvestment. In addition, the Fund may advertise together with
its "current yield" or "effective yield" a tax-equivalent
"current yield" or "effective yield" which reflects the yield
which would be required of a taxable investment at a stated
income tax rate in order to equal the Fund's "current yield" or
"effective yield."

MIDWEST GROUP TAX FREE TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

OFFICERS
Robert H. Leshner, President
John F. Splain, Secretary
Mark J. Seger, Treasurer

INVESTMENT ADVISER
MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
- ---------
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999

TABLE OF CONTENTS
- -----------------
Expense Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights. . . . . .. . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies. . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price . . . . . . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . .

<TABLE>
<S> <C>
Account Application ACCOUNT NO. 07-_______________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
Ohio Tax-Free Home Office Address:____________________________
Money Fund Branch Address:_________________________________
Rep Name & No.:_________________________________

- -------------------------------------------------------------------------------------------------------------------
Initial Investment of $___________________________ ($1,000 minimum)

[ ] Check or draft enclosed payable to the Fund.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)

Account Name S.S. #/Tax l.D.#

- ----------------------------------------------------------------- -------------------------------------------------
Name of Individual, Corporation, Organization, or Minor, etc. (In case of custodial account
please list minor's S.S.#)

_________________________________________________________________ Citizenship: [ ] U.S.
Name of Joint Tenant, Partner, Custodian [ ] Other _____________________

Address Phone

- ----------------------------------------------------------------- ( )------------------------------------
Street or P.O. Box Business Phone

- ----------------------------------------------------------------- ( )------------------------------------
City State Zip Home Phone

Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

- -------------------------------------------------------------------------------------------------------------------

TAXPAYER IDENTIFICATION NUMBER - Under penalties of perjury I certify that the Taxpayer Identification Number listed above is my
correct number. Check box if appropriate:
[ ] I am exempt from backup withholding under the provisions of section 3406(a)(1)(c) of the Internal Revenue Code; or I am not
subject to backup withholding because I have not been notified that I am subject to backup withholding as a result of a failure
to report all interest or dividends; or the Internal Revenue Service has notified me that I am no longer subject to backup
withholding.
[ ] I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me and I have mailed or
delivered an application to receive a Taxpayer Identification Number to the Internal Revenue Service Center or Social Security
Administration Office. I understand that if I do not provide a Taxpayer Identification Number within 60 days that 31% of all
reportable payments will be withheld until I provide a number.
- -------------------------------------------------------------------------------------------------------------------

DISTRIBUTIONS (Distributions are reinvested if no choice is indicated)

[ ] Reinvest all distributions

[ ] Pay all distributions in cash
- -------------------------------------------------------------------------------------------------------------------

REDEMPTION OPTIONS
I (we) authorize the Trust or MGF Service Corp. to act upon instructions received by telephone, or upon receipt of and in the
amounts of checks as described below (if checkwriting is selected), to have amounts withdrawn from my (our) account in any fund
in the Midwest Group (see prospectus for limitations on this option) and:

[ ] WIRED ($1,000 minimum OR MAILED to my (our) bank account designated below. I (we) further authorize the used of automated
cash transfers to and from the account designated below. NOTE: For wire redemptions, the indicated bank should be a
commercial bank. Please attach a voided check for the account.

Bank Account Number ____________________________________________Bank Routing Transit Number ________________________________

Name of Account Holder _____________________________________________________________________________________________________

Bank Name ______________________________________________________Bank Address________________________________________________
City State

[ ] CHECKWRITING (A signature card must be completed)
... to deposit the proceeds of such redemptions in the applicable Midwest Group Pay Through Draft Account (PTDA) or otherwise
arrange for application of such proceeds to payment of said checks. I (we) authorize the persons whose signatures appear on
the PTDA signature card to draw checks on the PTDA and to cause the redemption of my (our) shares of the Trust. I (we) agree
to be bound by the Rules and Regulations for the Midwest Group Pay Through Draft Account as such Rules and Regulations may
be amended from time to time
- -------------------------------------------------------------------------------------------------------------------------------

SIGNATURES
By signature below each investor certifies that he has received a copy of the Fund's current Prospectus, that he is of legal
age, and that he has full authority and legal capacity for himself or the organization named below, to make this investment and
to use the options selected above. The investor appoints MGF Service Corp. as his agent to enter orders for shares whether by
direct purchase or exchange, to receive dividends and distributions for automatic reinvestment in additional shares of the Fund
for credit to the investor's account and to surrender for redemption shares held in the investor's account in accordance with
any of the procedures elected above or for payment of service charges incurred by the investor. The investor further agrees that
MGF Service Corp. can cease to act as such agent upon ten days' notice in writing to the investor at the address contained in
this Application. The investor hereby ratifies any instructions given pursuant to this Application and for himself and his
successors and assigns does hereby release MGF Service Corp., Midwest Group Tax Free Trust, Midwest Group Financial Services,
Inc., and their respective officers, employees, agents and affiliates from any and all liability in the performance of the acts
instructed herein. Neither the Trust, MGF Service Corp., nor their respective affiliates will be liable for complying with
telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expense in acting on such
telephone instructions. The investor(s) will bear the risk of any such loss. The Trust or MGF Service Corp., or both, will
employ reasonable procedures to determine that telephone instructions are genuine. If the Trust and/or MGF Service Corp. do not
employ such procedures, they may be liable for losses due to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone instructions.

- ---------------------------------------------------------------- --------------------------------------------------------
Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any

- ---------------------------------------------------------------- --------------------------------------------------------
Title of Corporate Officer, Trustee, etc. Date

NOTE: Corporations, trusts and other organizations must complete the
resolution form on the reverse side. Unless otherwise specified, each
joint owner shall have full authority to act on behalf of the account.

AUTOMATIC INVESTMENT PLAN
The Automatic Investment Plan is available for all established accounts of Midwest Group Tax Free Trust. There is no charge for
this service, and it offers the convenience of automatic investing on a regular basis. The minimum investment is $50.00 per
month. For an account that is opened by using this Plan, the minimum initial and subsequent investments must be $50.00. Though a
continuous program of 12 monthly investments is recommended, the Plan may be discontinued by the shareholder at any time.

Please invest $ __________per month in the Fund. ABA Routing Number_______________________

FI Account Number________________________

[ ] Checking Account [ ] Savings Account
- -------------------------------------------------------------------------
Name of Financial Institution (FI) Please make my automatic investment on:

[ ] the last business day of each month
_________________________________________________________________________ [ ] the 15th day of each month
City State [ ] both the 15th and last business day

X________________________________________________________________________ X_______________________________________________
(Signature of Depositor EXACTLY as it appears on FI Records) (Signature of Joint Tenant - if any)

(Joint Signatures are required when bank account is in joint names. Please sign
exactly as signature appears on your FI's records.)

Please attach a voided check for the Automatic Investment Plan.

Indemnification to Depositor's Bank
In consideration of your participation in a plan which MGF Service Corp. ("MGF") has put into effect, by which amounts,
determined by your depositor, payable to the Fund, for purchase of shares of the Fund, are collected by MGF, MGF hereby agrees:
MGF will indemnify and hold you harmless from any liability to any person or persons whatsoever arising out of the payment
by you of any amount drawn by the Fund to its own order on the account of your depositor or from any liability to any person
whatsoever arising out of the dishonor by you whether with or without cause or intentionally or inadvertently, of any such
checks. MGF will defend, at its own cost and expense, any action which might be brought against you by any person or persons
whatsoever because of your actions taken pursuant to the foregoing request or in any manner arising by reason of your
participation in this arrangement. MGF will refund to you any amount erroneously paid by you to the Fund on any such check if
the claim for the amount of such erroneous payment is made by you within six (6) months from the date of such erroneous payment;
your participation in this arrangement and that of the Fund may be terminated by thirty (30) days written notice from either
party to the other.
- ----------------------------------------------------------------------------------------------------------------------------

AUTOMATIC WITHDRAWAL PLAN
This is an authorization for you to withdraw $_________________ from my account beginning the last business day of
the month of _____________________.

Please Indicate Withdrawal Schedule (Check One):

Please Select Payment Method (Check One):

[ ] Exchange: Please exchange the withdrawal proceeds into another Midwest account number: ____ ____ _ ____ ____ ____ ____
____ ____ _ ____

[ ] Check: Please mail a check for my withdrawal proceeds to the mailing address on this account.

[ ] ACH Transfer: Please send my withdrawal proceeds via ACH transfer to my bank checking or savings account as indicated
below. I understand that the transfer will be completed in two to three business days and that there is no charge.

[ ] Bank Wire: Please send my withdrawal proceeds via bank wire, to the account indicated below. I understand that the wire
will be completed in one business day and that there is an $8.00 fee.

Please attach a voided _______________________________________________________________________________________
check for ACH or bank wire Bank Name Bank Address

---------------------------------------------------------------------------------------
Bank ABA# Account # Account Name

[ ] Send to special payee (other than applicant): Please mail a check for my withdrawal proceeds to the mailing address
below:

Name of payee_____________________________________________________________________________________________________________

Please send to: __________________________________________________________________________________________________________
Street address City State Zip
- ----------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------

is (are) hereby authorized to complete and execute the Application on behalf of the corporation or organization and to take any
action for it as may be necessary or appropriate with respect to its shareholder account with the Fund, and it is
FURTHER RESOLVED: That any one of the above noted officers is authorized to sign any documents necessary or appropriate to
appoint MGF Service Corp. as redemption agent of the corporation or organization for shares of the Fund, to establish or
acknowledge terms and conditions governing the redemption of said shares and to otherwise implement the privileges elected on
the Application, and it is (If checkwriting privilege is not desired, please cross out the following resolution.)
FURTHER RESOLVED: That the corporation or organization participate in the Midwest Group Pay Through Draft Account (PTDA) and
that until otherwise ordered in writing, MGF Service Corp. is authorized to make redemptions of shares held by the corporation
or organization, and to make payment from PTDA upon and according to the check, draft, note or order of this corporation or
organization when signed by

- ----------------------------------------------------------------------------------------------------------------------------
and to receive the same when so signed to the credit of, or payment to, the payee or any other holder without inquiry as to the
circumstances of issue or the disposition or proceeds, whether drawn to the individual order or tendered in payment of
individual obligations of the persons above named or other officers of this corporation or organization or otherwise.

Certificate

I hereby certify that the foregoing resolutions are in conformity with the Charter and By-Laws or other empowering documents of
the

- ----------------------------------------------------------------------------------------------------------------------------
(Name of Organization)

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

Name Title

- ---------------------------------------------------------------- ------------------------------------------------

Witness my hand and seal of the corporation or organization this________________day of_____________________________, 19_______

- ---------------------------------------------------------------- ------------------------------------------------
*Secretary-Clerk Other Authorized Officer (if required)

*If the Secretary or other recording officer is authorized to act by the above resolutions, this certificate must also be signed
by another officer.

</TABLE>
<PAGE>

PROSPECTUS
November 1, 1995

CALIFORNIA TAX-FREE MONEY FUND
------------------------------

The California Tax-Free Money Fund (the "Fund"), a separate series
of Midwest Group Tax Free Trust, seeks the highest level of interest
income exempt from federal and California income taxes, consistent with
liquidity and stability of principal, by investing primarily in high-
quality, short-term California municipal obligations.

THE FUND'S PORTFOLIO SECURITIES ARE VALUED ON AN AMORTIZED COST
BASIS. FUND SHARES ARE NEITHER INSURED NOR GUARANTEED BY THE UNITED
STATES GOVERNMENT OR ANY OTHER ENTITY. IT IS ANTICIPATED, BUT THERE IS
NO ASSURANCE, THAT THE FUND WILL MAINTAIN A STABLE NET ASSET VALUE PER
SHARE OF $1.

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK AND ARE NOT FEDERALLY INSURED BY
THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR
ANY OTHER AGENCY.

Midwest Group Financial Services, Inc. (the "Adviser") manages the
Fund's investments and its business affairs.

This Prospectus sets forth concisely the information about the
Fund that you should know before investing. Please retain this
Prospectus for future reference. A Statement of Additional Information
dated November 1, 1995 has been filed with the Securities and Exchange
Commission and is hereby incorporated by reference in its entirety. A
copy of the Statement of Additional Information can be obtained at no
charge by calling one of the numbers listed below.

- -----------------------------------------------------------------------
For Information or Assistance in Opening An Account, Please Call:

Nationwide (Toll-Free) . . . . . . . . . . . . . . . . . . . . . .800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . . . . . . . . . . . .513-629-2050
- -----------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

* A wire transfer fee is charged by the Fund's Custodian in the case
of redemptions made by wire. Such fee is subject to change and is
currently $8. See "How to Redeem Shares."

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Management Fees After Waivers .35%(A)
12b-1 Fees .01%(B)
Other Expenses .34%
----
Total Fund Operating Expenses After Waivers .70%(C)
====
(A)Absent waivers of management fees, such fees would have been .50% for
the fiscal year ended June 30, 1995.
(B)The Fund may incur 12b-1 fees in an amount up to .25% of its average
net assets.
(C)Absent waivers of management fees, total Fund operating expenses
would have been .85% for the fiscal year ended June 30, 1995.

The purpose of this table is to assist the investor in
understanding the various costs and expenses that an investor in the
Fund will bear directly or indirectly. The percentages expressing
annual fund operating expenses are based on amounts incurred during the
most recent fiscal year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.

Example
------- 1 Year 3 Years 5 Years 10 Years
------ ------- ------- ---------
You would pay the following
expenses on a $1,000 investment,
assuming (1) 5% annual return
and (2) redemption at the end
of each time period: $ 7 $ 22 $ 39 $ 87

FINANCIAL HIGHLIGHTS
- --------------------
The following information, which has been audited by Arthur Andersen
LLP, is an integral part of the audited financial statements and should
be read in conjunction with the financial statements. The financial
statements as of June 30, 1995 and related auditors' report appear in
the Statement of Additional Information of the Fund, which can be
obtained by shareholders at no charge by calling MGF Service Corp.
(Nationwide call toll-free 800-543-0407, in Cincinnati call 629-2050)
or by writing to the Trust at the address on the front of this
Prospectus.

<TABLE>
PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<C> <C> <C> <C> <C> <C>
FROM DATE OF
PUBLIC OFFERING
(JULY 25, 1989)
THROUGH
YEAR ENDED JUNE 30, JUNE 30,
1995 1994 1993 1992 1991 1990
-----------------------------------------------
Net asset value at
beginning of period $1.000 $1.000 $1.000 $1.000 $1.000 $1.000

Net investment income 0.029 0.019 0.022 0.035 0.046 0.053

Distributions from net
investment income (0.029) (0.019) (0.022) (0.035) (0.046) (0.053)

Net asset value at end
of period $1.000 $1.000 $1.000 $1.000 $1.000 $1.000

Total return 2.95% 1.93% 2.26% 3.71% 4.70% 5.79%(B)

Net assets at end
of period(000's) $19,525 $24,508$34,487 $21,246 $13,524 $12,205

Ratio of expenses to
average net assets(A) 0.70% 0.60% 0.56% 0.34% 0.40% 0.08%(B)
Ratio of net investment
income to average net
assets 2.83% 1.90% 2.22% 3.49% 4.56% 5.65%(B)

(A) Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 0.85%, 0.86%, 0.85%, 0.89%,
1.01% and 1.15%(B) for the periods ended June 30, 1995, 1994, 1993, 1992,
1991 and 1990, respectively.
(B) Annualized.

</TABLE>

INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------
The Fund is a series of Midwest Group Tax Free Trust (the
"Trust"). The Fund seeks the highest level of interest income
exempt from federal and California income taxes, consistent with
liquidity and stability of principal. The Fund seeks to achieve
its investment objective by investing primarily in high-quality,
short-term California Obligations determined by the Adviser,
under the direction of the Board of Trustees, to present minimal
credit risks. California Obligations are debt obligations issued
by the State of California and its political subdivisions,
agencies, authorities and instrumentalities and other qualifying
issuers which pay interest that is, in the opinion of bond
counsel to the issuer, exempt from both federal income tax,
including the alternative minimum tax, and California income tax.
To the extent acceptable California Obligations are at any time
unavailable for investment by the Fund, the Fund will invest, for
temporary defensive purposes, primarily in other debt securities,
the interest from which is, in the opinion of bond counsel to the
issuer, exempt from federal, but not California, income tax.

The Fund is not intended to be a complete investment
program, and there is no assurance that its investment objective
can be achieved. The Fund's investment objective is fundamental
and as such may not be changed without the affirmative vote of a
majority of its outstanding shares. The term "majority" of the
outstanding shares means the lesser of (1) 67% or more of the
outstanding shares of the Fund present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund
are present or represented at such meeting or (2) more than 50%
of the outstanding shares of the Fund. Unless otherwise
indicated, all investment practices and limitations of the Fund
are nonfundamental policies which may be changed by the Board of
Trustees without shareholder approval.

Municipal Obligations
---------------------
Debt securities, the interest from which is, in the opinion
of bond counsel to the issuer, exempt from federal income tax
("Municipal Obligations") generally include debt obligations
issued to obtain funds to construct, repair or improve various
public facilities such as airports, bridges, highways, hospitals,
housing, schools, streets and water and sewer works, to pay
general operating expenses or to refinance outstanding debts.
They also may be issued to finance various private activities,
including the lending of funds to public or private institutions
for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities.
Municipal Obligations consist of tax-exempt bonds, tax-exempt
notes and tax-exempt commercial paper. The Statement of
Additional Information contains a description of tax-exempt
bonds, notes and commercial paper.

The two principal classifications of Municipal Obligations
are "general obligation" and "revenue" bonds. General obligation
bonds are backed by the issuer's full credit and taxing power.
Revenue bonds are backed by the revenues of a specific project,
facility or tax. Industrial development revenue bonds are a
specific type of revenue bond backed by the credit of the private
user of the facility, and therefore investments in these bonds
have more potential risk. The Fund's ability to achieve its
investment objective depends to a great extent on the ability of
these various issuers to meet their scheduled payments of
principal and interest. Tax-exempt notes generally are used to
provide short-term capital needs and generally have maturities of
one year or less. The tax-exempt notes in which the Fund may
invest are tax anticipation notes (TANs), revenue anticipation
notes (RANs) and bond anticipation notes (BANs). TANs, RANs and
BANs are issued by state and local government and public
authorities as interim financing in anticipation of tax
collections, revenue receipts or bond sales, respectively. Tax-
exempt commercial paper typically represents short-term,
unsecured, negotiable promissory notes.

Basic Investment Policies
-------------------------
It is a fundamental policy that under normal market
conditions the Fund will invest at least 80% of the value of its
net assets in short-term obligations the interest on which is
exempt from federal income tax, including the alternative minimum
tax. This policy may not be changed without the affirmative vote
of a majority of the outstanding shares of the Fund. Under
normal market conditions, at least 65% of the value of the Fund's
total assets will be invested in California Obligations and the
remainder may be invested in obligations that are not California
Obligations and therefore are subject to California income tax
(see "Taxes"). When the Fund has adopted a temporary defensive
position (including circumstances when acceptable California
Obligations are unavailable for investment by the Fund), the Fund
may invest more than 35% of its total assets in obligations that
are not exempt from California income tax.

The Fund seeks to achieve its investment objective by
investing in high-quality, short-term Municipal Obligations
determined by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks. The Fund will
purchase only obligations that enable it to employ the amortized
cost method of valuation. Under the amortized cost method of
valuation, the Fund's obligations are valued at original cost
adjusted for amortization of premium or accumulation of discount,
rather than valued at market. This method should enable the Fund
to maintain a stable net asset value per share. The Fund will
invest in obligations which have received a short-term rating in
one of the two highest categories by any two nationally
recognized statistical rating organizations ("NRSROs") or by any
one NRSRO if the obligation is rated by only that NRSRO. These
standards must be satisfied at the time an investment is made.
If an obligation ceases to meet these standards, or if the Board
of Trustees believes such obligation no longer presents minimal
credit risks, the Trustees will cause the Fund to dispose of the
obligation as soon as practicable. The Statement of Additional
Information describes ratings of the NRSROs.

The Fund's dollar-weighted average maturity will be 90 days
or less. The Fund will invest in obligations with remaining
maturities of thirteen months or less at the time of purchase.

From time to time, the Fund may invest more than 25% of the
value of its total assets in industrial development bonds which,
although issued by industrial development authorities, may be
backed only by the assets and revenues of the nongovernmental
users. However, the Fund will not invest more than 25% of its
assets in securities backed by nongovernmental users which are in
the same industry. Interest on Municipal Obligations (including
certain industrial development bonds) which are private activity
obligations, as defined in the Internal Revenue Code, issued
after August 7, 1986, while exempt from federal income tax, is a
preference item for purposes of the alternative minimum tax.
Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the
investment company will be treated as such a preference item to
shareholders. The Fund will invest no more than 20% of its net
assets in obligations the interest from which gives rise to a
preference item for the purpose of the alternative minimum tax
and in other investments subject to federal income tax.

The Fund may, from time to time, invest in taxable short-
term, high-quality obligations (subject to the fundamental policy
that under normal market conditions the Fund will invest at least
80% of its net assets in obligations the interest on which is
exempt from federal income tax, including the alternative minimum
tax). These include, but are not limited to, certificates of
deposit and other bank debt instruments, commercial paper,
obligations issued by the U.S. Government or any of its agencies
or instrumentalities and repurchase agreements. Interest earned
from such investments will be taxable to investors. Except for
temporary defensive purposes, at no time will more than 20% of
the value of the Fund's net assets be invested in taxable
obligations. Under normal market conditions, the Fund
anticipates that not more than 5% of the value of its net assets
will be invested in any one type of taxable obligation. Taxable
obligations are more fully described in the Statement of
Additional Information.

Risk Factors
------------
The Fund's yield will fluctuate due to changes in interest
rates, economic conditions, quality ratings and other factors
beyond the control of the Adviser. In addition, the financial
condition of an issuer or adverse changes in general economic
conditions, or both, may impair the issuer's ability to make
payments of interest and principal. There is no limit on the
percentage of a single issue of Municipal Obligations that the
Fund may own. If the Fund holds a significant portion of the
obligations of an issuer, there may not be a readily available
market for the obligations. Reduced diversification could
involve an increased risk to the Fund should an issuer be unable
to make interest or principal payments or should the market value
of Municipal Obligations decline.

There are also risks of reduced diversification because the
Fund invests primarily in obligations of issuers within a single
state. The Fund is more likely to invest its assets in the
securities of fewer issuers because of the relatively smaller
number of issuers of California Obligations. The Fund's
performance is closely tied to conditions within the State of
California and to the financial condition of the State and its
authorities and municipalities. The nationwide recession of the
early 1990s has severely affected many sectors of California's
economy. Although California still benefits from a broad based,
diversified economy, several key industries, such as defense,
aerospace and high technology, were particularly affected by the
recession and many of the job losses resulting from military base
closings and cutbacks in the aerospace industry are expected to
be permanent. California's rapid population growth since the
late 1970s, more than half of which is from other countries, has
placed increased demands for state educational and social
services and has contributed to higher unemployment rates in the
state. Additionally, the decline in per capita income has
contributed to the state's current financial difficulties and has
led to budget deficits. In July 1994, both Standard & Poor's
Ratings Group ("S&P") and Moody's Investors Service, Inc.
("Moody's") lowered California's general obligation bond rating
to "A." These revisions reflect the state's heavy reliance on
the short-term note market to finance its cash imbalance. The
state is showing signs of improvement and produced an operating
surplus in fiscal 1995. The wind-down of military cutbacks,
NAFTA benefits, growth in Pacific trade, high technology and a
rebound in construction have helped pull the State from its
cyclical downturn. Nevertheless, the state's cash position
remains poor, as general fund operating deficits since 1990 have
resulted in a fiscal 1994 accumulated deficit of $1.2 billion.
The State's efforts to maintain financial stability have been
hampered by significant economic, fiscal and structural
difficulties, especially anticipated increases in Proposition
98's constitutionally mandated school expenditures. On December
6, 1994, Orange County, California filed for Chapter 9 bankruptcy
after it was discovered that the County Treasurer had practiced
investment techniques that were not prudent with the fiduciary
guidelines for County co-mingled funds. Moody's and S&P have
since downgraded $1.35 billion in Orange County, California debt
because of a cash shortage created by the county's financial
crisis. The majority of debt affected by the downgrade is short-
term (due in 1 year or less). Because these are the first, and
only, county and investment pools in California to file Chapter 9
bankruptcy, there are too many unknowns at this point to
accurately predict outcomes. What is almost certain is the
stigma of bankruptcy will impair Orange County's ability to
borrow money in the municipal bond market.

The Fund is a non-diversified fund under the Investment
Company Act of 1940. Thus, its investments may be more
concentrated in fewer issuers than those of a diversified fund.
This concentration may increase the possibility of fluctuation in
the Fund's net asset value. As the Fund intends to comply with
Subchapter M of the Internal Revenue Code, it may invest up to
50% of its assets at the end of each quarter of its fiscal year
in as few as two issuers, provided that no more than 25% of the
assets are invested in one issuer. With respect to the remaining
50% of its assets at the end of each quarter, it may invest no
more than 5% in one issuer.

Certain provisions in the Internal Revenue Code relating to
the issuance of Municipal Obligations may reduce the volume of
Municipal Obligations qualifying for federal tax exemptions.
Shareholders should consult their tax advisors concerning the
effect of these provisions on an investment in the Fund.
Proposals that may further restrict or eliminate the income tax
exemptions for interest on Municipal Obligations may be
introduced in the future. If any such proposal were enacted that
would reduce the availability of Municipal Obligations for
investment by the Fund so as to adversely affect its
shareholders, the Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure
to shareholders for their consideration. If legislation were
enacted that would treat a type of Municipal Obligation as
taxable, the Fund would treat such security as a permissible
taxable investment within the applicable limits set forth herein.

Other Investment Techniques
---------------------------
The Fund may also engage in the following investment
techniques, each of which may involve certain risks:

PARTICIPATION INTERESTS. The Fund may purchase
participation interests in Municipal Obligations owned by banks
or other financial institutions. A participation interest gives
the Fund an undivided interest in the obligation in the
proportion that the Fund's participation interest bears to the
principal amount of the obligation and provides that the holder
may demand repurchase within a specified period. Participation
interests frequently are backed by irrevocable letters of credit
or a guarantee of a bank. Participation interests will be
purchased only if, in the opinion of counsel to the issuer,
interest income on the participation interests will be tax-exempt
when distributed as dividends to shareholders. For certain
participation interests, the Fund will have the right to demand
payment, on not more than seven days' notice, for all or any part
of its participation interest in the Municipal Obligation, plus
accrued interest. As to these instruments, the Fund intends to
exercise its right to demand payment only upon a default under
the terms of the Municipal Obligation, as needed to provide
liquidity to meet redemptions, or to maintain a high-quality
investment portfolio. The Fund will not invest more than 10% of
its net assets in participation interests that do not have this
demand feature and all other illiquid securities.

FLOATING AND VARIABLE RATE OBLIGATIONS. The Fund may invest
in floating or variable rate Municipal Obligations. Floating
rate obligations have an interest rate which is fixed to a
specified interest rate, such as a bank prime rate, and is
automatically adjusted when the specified interest rate changes.
Variable rate obligations have an interest rate which is adjusted
at specified intervals to a specified interest rate. Periodic
interest rate adjustments help stabilize the obligations' market
values. The Fund may purchase these obligations from the issuers
or may purchase participation interests in pools of these
obligations from banks or other financial institutions. Variable
and floating rate obligations usually carry demand features that
permit the Fund to sell the obligations back to the issuers or to
financial intermediaries at par value plus accrued interest upon
not more than 30 days' notice at any time or prior to specific
dates. Certain of these variable rate obligations, often
referred to as "adjustable rate put bonds," may have a demand
feature exercisable on specific dates once or twice each year.
The Fund will not invest more than 10% of its net assets in
floating or variable rate obligations as to which the Fund cannot
exercise the demand feature on not more than seven days' notice
if the Adviser, under the direction of the Board of Trustees,
determines that there is no secondary market available for these
obligations and all other illiquid securities. If the Fund
invests a substantial portion of its assets in obligations with
demand features permitting sale to a limited number of entities,
the inability of the entities to meet demands to purchase the
obligations could affect the Fund's liquidity. However,
obligations with demand features frequently are secured by
letters of credit or comparable guarantees that may reduce the
risk that an entity would not be able to meet such demands. In
determining whether an obligation secured by a letter of credit
meets the Fund's quality standards, the Adviser will ascribe to
such obligation the same rating given to unsecured debt issued by
the letter of credit provider. In looking to the
creditworthiness of a party relying on a foreign bank for credit
support, the Adviser will consider whether adequate public
information about the bank is available and whether the bank may
be subject to unfavorable political or economic developments,
currency controls or other governmental restrictions affecting
its ability to honor its credit commitment.

WHEN-ISSUED OBLIGATIONS. The Fund may invest in when-issued
Municipal Obligations. Obligations offered on a when-issued
basis are settled by delivery and payment after the date of the
transaction, usually within 15 to 45 days. The Fund will
maintain a segregated account with its Custodian of cash or high-
quality liquid debt securities, marked to market daily, in an
amount equal to its when-issued commitments. Because these
transactions are subject to market fluctuations, a significant
commitment to when-issued purchases could result in fluctuation
of the Fund's net asset value. The Fund will only make
commitments to purchase when-issued obligations with the
intention of actually acquiring the obligations and not for the
purpose of investment leverage. No additional when-issued
commitments will be made if more than 20% of the Fund's net
assets would be so committed.

LENDING PORTFOLIO SECURITIES. The Fund may make short-term
loans of its portfolio securities to banks, brokers and dealers.
Lending portfolio securities exposes the Fund to the risk that
the borrower may fail to return the loaned securities or may not
be able to provide additional collateral or that the Fund may
experience delays in recovery of the loaned securities or loss of
rights in the collateral if the borrower fails financially. To
minimize these risks, the borrower must agree to maintain
collateral marked to market daily, in the form of cash and/or
liquid high-grade debt obligations, with the Fund's Custodian in
an amount at least equal to the market value of the loaned
securities. The Fund will limit the amount of its loans of
portfolio securities to no more than 25% of its net assets. This
lending policy may not be changed by the Fund without the
affirmative vote of a majority of its outstanding shares.

OBLIGATIONS WITH PUTS ATTACHED. The Fund may purchase
Municipal Obligations with the right to resell the obligation to
the seller at a specified price or yield within a specified
period. The right to resell is commonly known as a "put" or a
"standby commitment." The Fund may purchase Municipal
Obligations with puts attached from banks and broker-dealers.
The Fund intends to use obligations with puts attached for
liquidity purposes to ensure a ready market for the underlying
obligations at an acceptable price. Although no value is
assigned to any puts on Municipal Obligations, the price which
the Fund pays for the obligations may be higher than the price of
similar obligations without puts attached. The purchase of
obligations with puts attached involves the risk that the seller
may not be able to repurchase the underlying obligation. The
Fund intends to purchase such obligations only from sellers
deemed by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks.

SECURITIES WITH LIMITED MARKETABILITY. The Fund may invest
in the aggregate up to 10% of its net assets in securities that
are not readily marketable, including: participation interests
that are not subject to the demand feature described above;
floating and variable rate obligations as to which the Fund
cannot exercise the related demand feature described above and as
to which there is no secondary market; and repurchase agreements
not terminable within seven days.

BORROWING AND PLEDGING. As a temporary measure for
extraordinary or emergency purposes, the Fund may borrow money
from banks in an amount not exceeding 10% of its total assets.
The Fund may pledge assets in connection with borrowings but will
not pledge more than 10% of its total assets. The Fund will not
make any additional purchases of portfolio securities if
outstanding borrowings exceed 5% of the value of its total
assets. Borrowing magnifies the potential for gain or loss on
the Fund's portfolio securities and, therefore, if employed,
increases the possibility of fluctuation in its net asset value.
This is the speculative factor known as leverage. To reduce the
risks of borrowing, the Fund will limit its borrowings as
described above. The Fund's policies on borrowing and pledging
are fundamental policies which may not be changed without the
affirmative vote of a majority of its outstanding shares.

INITIAL INVESTMENTS BY MAIL. You may open an account and
make an initial investment in the Fund by sending a check and a
completed account application form to MGF Service Corp., P.O. Box
5354, Cincinnati, Ohio 45201-5354. Checks should be made payable
to the "California Tax-Free Money Fund." An account application
is included in this Prospectus.

You may receive a dividend on the day of your wire
investment provided you have given notice of your intention to
make such investment to MGF Service Corp. by 4:00 p.m., Eastern
time, on the preceding business day (or 12:00 noon, Eastern time,
on the same day of a wire investment in the case of investors
utilizing institutions that have made appropriate arrangements
with MGF Service Corp.). Your investment will be made at the net
asset value next determined after your wire is received together
with the account information indicated above. If the Trust does
not receive timely and complete account information, there may be
a delay in the investment of your money and any accrual of
dividends. To make your initial wire purchase, you are required
to mail a completed account application to MGF Service Corp.
Your bank may impose a charge for sending your wire. There is
presently no fee for receipt of wired funds, but MGF Service
Corp. reserves the right to charge shareholders for this service
upon thirty days' prior notice to shareholders.

ADDITIONAL INVESTMENTS. You may purchase and add shares to
your account by mail or by bank wire. Checks should be sent to
MGF Service Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354.
Checks should be made payable or endorsed to the "California Tax-
Free Money Fund." Bank wires should be sent as outlined above.
You may also make additional investments at the Trust's offices
at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. Each
additional purchase request must contain the name of your account
and your account number to permit proper crediting to your
account. While there is no minimum amount required for
subsequent investments, the Trust reserves the right to impose
such requirement.

HOW TO REDEEM SHARES
- --------------------

BY TELEPHONE. You may redeem shares by telephone. The
proceeds will be sent by mail to the address designated on your
account or wired directly to your existing account in any
commercial bank or brokerage firm in the United States as
designated on your application. To redeem by telephone, call MGF
Service Corp. (Nationwide call toll-free 800-543-0407; in
Cincinnati call 629-2050). The redemption proceeds will normally
be sent by mail or by wire within one business day (but not later
than three business days) after receipt of your telephone
instructions. Any redemption requests by telephone must be
received in proper form prior to 12:00 noon, Eastern time, on any
business day in order for payment by wire to be made that day.

Written redemption requests may also direct that the
proceeds be deposited directly in the bank account or brokerage
account designated on your account application for telephone
redemptions. Proceeds of redemptions requested by mail are
normally mailed within two business days following receipt of
instructions in proper form, but in no event later than three
business days following receipt of instructions.

Shareholders who invest in the Fund through a cash sweep or
similar program with a financial institution are not eligible for
the checkwriting privilege.

At the discretion of the Trust or MGF Service Corp.,
corporate investors and other associations may be required to
furnish an appropriate certification authorizing redemptions to
ensure proper authorization. The Trust reserves the right to
require you to close your account if at any time the value of
your shares is less than $1,000 (based on actual amounts
invested, unaffected by market fluctuations) or such other
minimum amount as the Trust may determine from time to time.
After notification to you of the Trust's intention to close your
account, you will be given thirty days to increase the value of
your account to the minimum amount.

The following are the funds of the Midwest Group of Funds
currently offered to the public. Funds which may be subject to a
front-end or contingent deferred sales load are indicated by an
asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
- ---------------------------- -----------------------
Tax-Free Money Fund *U.S. Government Securities Fund
Ohio Tax-Free Money Fund *Equity Fund
California Tax-Free Money Fund *Utility Fund
Royal Palm Florida Tax-Free *Treasury Total Return Fund
Money Fund
*Tax-Free Intermediate Term Fund Midwest Trust
*Ohio Insured Tax-Free Fund -------------
Short Term Government Income
Fund
Institutional Government Income
Fund
*Intermediate Term Government
Income Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------
All of the net investment income of the Fund is declared as
a dividend to shareholders of record on each business day of the
Trust and paid monthly. Management will determine the timing and
frequency of the distributions of any net realized short-term
capital gains. Although the Fund does not expect to realize any
long-term capital gains, if the Fund does realize such gains it
will distribute them at least once each year. The Fund will, at
the time dividends are paid, designate as tax-exempt the same
percentage of the distribution as the actual tax-exempt income
earned during the period covered by the distribution bore to
total income earned during the period; the percentage of the
distribution which is tax-exempt may vary from distribution to
distribution.

The Fund intends to distribute substantially all of its net
investment income and any net realized capital gains to its
shareholders. Except for dividends from taxable investments, the
Fund anticipates that substantially all dividends paid by the
Fund will not be subject to California state income tax. For
federal income tax purposes, a shareholder's proportionate share
of taxable distributions from the Fund's net investment income as
well as from net realized short-term capital gains, if any, is
taxable as ordinary income. Since the Fund's investment income
is derived from interest rather than dividends, no portion of
such distributions is eligible for the dividends received
deduction available to corporations.

Issuers of tax-exempt securities issued after August 31,
1986 are required to comply with various restrictions on the use
and investment of proceeds of sales of the securities. Any
failure by the issuer to comply with these restrictions would
cause interest on such securities to become taxable to the
security holders as of the date the securities were issued.

Interest on "specified private activity bonds," as defined
by the Tax Reform Act of 1986, is an item of tax preference
possibly subject to the alternative minimum tax (at the rate of
26% to 28% for individuals and 20% for corporations). The Fund
may invest in such "specified private activity bonds" subject to
the requirement that it invest at least 80% of its net assets in
obligations the interest on which is exempt from federal income
tax, including the alternative minimum tax. The Tax Reform Act
of 1986 also created a tax preference for corporations equal to
one-half of the excess of adjusted net book income over
alternative minimum taxable income. As a result, one-half of
tax-exempt interest income received from the Fund may be a tax
preference for corporate investors.

The Fund will mail to each of its shareholders a statement
indicating the amount and federal income tax status of all
distributions made during the year. The Fund will report to its
shareholders the percentage and source of income earned on tax-
exempt obligations held by it during the preceding year. An
exemption from federal income tax and California state income tax
may not result in similar exemptions under the laws of a
particular state or local taxing authority.

The Fund is responsible for the payment of all operating
expenses, including fees and expenses in connection with
membership in investment company organizations, brokerage fees
and commissions, legal, auditing and accounting expenses,
expenses of registering shares under federal and state securities
laws, expenses related to the distribution of the Fund's shares
(see "Distribution Plan"), insurance expenses, taxes or
governmental fees, fees and expenses of the custodian, transfer
agent and accounting and pricing agent of the Fund, fees and
expenses of members of the Board of Trustees who are not
interested persons of the Trust, the cost of preparing and
distributing prospectuses, statements, reports and other
documents to shareholders, expenses of shareholders' meetings and
proxy solicitations, and such extraordinary or non-recurring
expenses as may arise, including litigation to which the Fund may
be a party and indemnification of the Trust's officers and
Trustees with respect thereto.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to its
objective of seeking best execution of portfolio transactions,
the Adviser may give consideration to sales of shares of the Fund
as a factor in the selection of brokers and dealers to execute
portfolio transactions of the Fund. Subject to the requirements
of the Investment Company Act of 1940 and procedures adopted by
the Board of Trustees, the Fund may execute portfolio
transactions through any broker or dealer and pay brokerage
commissions to a broker (i) which is an affiliated person of the
Trust, or (ii) which is an affiliated person of such person, or
(iii) an affiliated person of which is an affiliated person of
the Trust or the Adviser.

Shares of the Fund have equal voting rights and liquidation
rights. The Fund shall vote separately on matters submitted to a
vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. When matters are
submitted to shareholders for a vote, each shareholder is
entitled to one vote for each full share owned and fractional
votes for fractional shares owned. The Trust does not normally
hold annual meetings of shareholders. The Trustees shall
promptly call and give notice of a meeting of shareholders for
the purpose of voting upon the removal of any Trustee when
requested to do so in writing by shareholders holding 10% or more
of the Trust's outstanding shares. The Trust will comply with
the provisions of Section 16(c) of the Investment Company Act of
1940 in order to facilitate communications among shareholders.

CALCULATION OF SHARE PRICE
- --------------------------
On each day that the Trust is open for business, the share
price (net asset value) of the Fund's shares is determined as of
12:00 noon and 4:00 p.m., Eastern time. The Trust is open for
business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in
the Fund's investments that its net asset value might be
materially affected. The net asset value per share of the Fund
is calculated by dividing the sum of the value of the securities
held by the Fund plus cash or other assets minus all liabilities
(including estimated accrued expenses) by the total number of
shares outstanding of the Fund, rounded to the nearest cent.

MIDWEST GROUP TAX FREE TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

OFFICERS
Robert H. Leshner, President
John F. Splain, Secretary
Mark J. Seger, Treasurer

INVESTMENT ADVISER
MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TRANSFER AGENT
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
- -------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
- ---------
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999

TABLE OF CONTENTS
- -----------------
Expense Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies. . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price . . . . . . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . .

- -----------------------------------------------------------------
No person has been authorized to give any information or to
make any representations, other than those contained in this
Prospectus, in connection with the offering contained in this
Prospectus, and if given or made, such information or
representations must not be relied upon as being authorized by
the Trust. This Prospectus does not constitute an offer by the
Trust to sell shares in any State to any person to whom it is
unlawful for the Trust to make such offer in such State.

<TABLE>
<S> <C>
Account Application ACCOUNT NO. 24-_______________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354 FOR BROKER/DEALER USE ONLY
Cincinnati, Ohio 45201-5354 Firm Name:______________________________________
California Tax-Free Home Office Address:____________________________
Money Fund Branch Address:_________________________________
Rep Name & No.:_________________________________