MIDWEST GROUP TAX FREE TRUST, 497, 1995-10-02

MIDWEST GROUP TAX FREE TRUST
497, 1995-10-02

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October 2, 1995

MIDWEST GROUP TAX FREE TRUST
TAX-FREE MONEY FUND
TAX-FREE INTERMEDIATE TERM FUND

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 1, 1994, REVISED
FEBRUARY 1, 1995

Effective immediately, Class A shares of the Tax-Free
Intermediate Term Fund purchased at net asset value totaling
$1 million or more, including subsequent purchases made after
the initial $1 million, will be subject to a .50% contingent
deferred sales load if a dealer's commission was paid by the
Adviser and the shares are redeemed within twelve months
from the date of purchase. The Adviser intends to pay a
commission of .50% of the purchase amount to participating
unaffiliated dealers at the time the investor purchases
Class A shares of the Tax-Free Intermediate Term Fund at
net asset value in amounts totaling $1 million or more.
In order to recover commissions paid to unaffiliated dealers,
the contingent deferred sales load imposed on redemptions of such
shares is retained by the Adviser. 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. Purchases of
Class A shares of the Tax-Free Intermediate Term Fund made
before October 1, 1995 are not subject to the contingent
deferred sales load. If a purchase of Class A shares is
subject to the contingent deferred sales load, the investor
will be so notified on the confirmation statement for such
purchase.

The contingent deferred sales load is imposed on such
Class A 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.

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 of the Tax-Free Intermediate Term Fund
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" in the Prospectus.)

The contingent deferred sales load on such Class A
shares of the Tax-Free Intermediate Term Fund 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.

EXPENSE INFORMATION. Shareholder Transaction Expenses
for the Tax-Free Intermediate Term Fund in the section
entitled "Expense Information" on page 2 of the Prospectus
have been revised as set forth below to reflect the
contingent deferred sales load for certain purchases of
Class A shares:

TAX-FREE INTERMEDIATE TERM FUND
Class A Class C
Shareholder Transaction Expenses Shares Shares
- -------------------------------- ------ -------
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."

HOW TO PURCHASE SHARES - CLASS A SHARES. The table of
sales loads for Class A shares of the Tax-Free Intermediate
Term Fund in the section entitled "How to Purchase Shares -
Class A Shares" on page 12 and the paragraph immediately
preceding the table have been replaced with the following
disclosure:

Class A shares of the Tax-Free Intermediate Term Fund
are purchased at the public offering price. 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**

* During the period from October 1, 1995 through December
31, 1995, the Adviser will reallow the entire amount of
the sales load to unaffiliated dealers responsible for
sales of Class A shares during such period.
** 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.

<PAGE>
PROSPECTUS
November 1, 1994
(Revised February 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, 1994
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.

<PAGE>
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
Wire Redemption Processing Fee $8.00
Check Redemption Processing Fee (per check):
First six checks per month None
Additional checks per month $0.25

Annual Fund Operating Expenses (as a percentage of average net assets)
- -------------------------------
Management Fees .50%
12b-1 Fees .12%(A)
Other Expenses .37%
-----
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
Wire Redemption Processing Fee $8.00 $8.00
Check Redemption Processing Fee (per check):
First six checks per month None None
Additional checks per month $0.25 $0.25

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Class A Class C
Shares Shares
------- -------
Management Fees .50% .50%
12b-1 Fees .25% .75%(A)
Other Expenses .24% .24%
----- ------
Total Fund Operating Expenses .99% 1.49%
===== ======
(A) 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 of the Tax-Free Money Fund and Class A
shares of the Tax-Free Intermediate Term Fund are based on amounts
incurred during the most recent fiscal year. The percentages
expressing annual fund operating expenses of Class C shares of the Tax-
Free Intermediate Term Fund are based on estimated amounts for the
current 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:

Class A Class C
Shares, Shares,
Tax-Free Tax-Free
Tax-Free Intermediate Intermediate
Money Fund Term Fund Term Fund
---------- ------------ ------------
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, 1994 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.

Tax-Free Money Fund
Per Share Data for a Share Outstanding Throughout Each Period(A)

Year Ended June 30,
__________________________________________________________________________________________________
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
__________________________________________________________________________________________________
<S> <C> <C> <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 $1.000 $1.000
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net investment income........... 0.021 0.024 0.036 0.050 0.055 0.053 0.045 0.040 0.050 0.057
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Distributions from net
investment income............. (0.021) (0.024) (0.036) (0.050) (0.055) (0.053) (0.045) (0.040) (0.050) (0.057)
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Net asset value at
end of period ................ $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
======= ======= ======= ======= ======= ======= ======= ======= ======= ========

Total return ................... 2.12% 2.40% 3.63% 5.09% 5.69% 5.48% 4.53% 4.01% 5.20% 5.91%
======= ======= ======= ======= ======= ======= ======= ======= ======= ========

Net assets at end
of period (000's) ............ $31,168 $34,787 $50,000 $45,210 $46,727 $83,634 $115,670 $107,398 $137,390 $54,852
Ratio of expenses to
average net assets............ 0.99% 0.99% 0.99% 0.99% 0.97% 0.94% 0.96% 0.93% 1.05% 1.00%
Ratio of net investment
income to average
net assets.................... 2.09% 2.39% 3.55% 4.98% 5.57% 5.30% 4.47% 3.93% 5.03% 5.72%

<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>

Tax-Free Intermediate Term Fund
Per Share Data for a Share Outstanding Throughout Each Period

Class A Class C Class A

Year Period _______________________________________________________________________________________
Ended Ended Year Ended June 30,
June 30, June 30, _______________________________________________________________________________________
1994 1994(A) 1993 1992 1991 1990 1989 1988 1987 1986 1985
_______________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at
beginning of period.... $10.98 $11.27 $10.42 $10.15 $10.05 $10.07 $10.13 $10.30 $10.34 $10.33 $ 9.95
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment income 0.48 0.20 0.53 0.59 0.62 0.64 0.63 0.56 0.55 0.61 0.62
Net realized and
unrealized gains
(losses) on investments (0.29) (0.58) 0.56 0.27 0.10 (0.02) (0.06) (0.17) (0.04) 0.01 0.41
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total from
investment operations. 0.19 (0.38) 1.09 0.86 0.72 0.62 0.57 0.39 0.51 0.62 1.03
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Less distributions:
Distributions from net
investment income ... (0.48) (0.20) (0.53) (0.59) (0.62) (0.64) (0.63) (0.56) (0.55) (0.61) (0.62)
Distributions from net
realized gains........ -- -- -- -- -- -- -- -- -- -- (0.03)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Total distributions...... (0.48) (0.20) (0.53) (0.59) (0.62) (0.64) (0.63) (0.56) (0.55) (0.61) (0.65)
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------

Net asset value
at end of period ..... $10.69 $10.69 $10.98 $10.42 $10.15 $10.05 $10.07 $10.13 $10.30 $10.34 $10.33
======= ======= ======= ======= ====== ======= ======= ======= ======= ======= =======

Total return(B) ......... 1.70% (8.28%)(D) 10.75% 8.78% 7.38% 6.35% 5.76% 3.88% 5.24% 6.25% 10.69%
======= ======= ======= ======= ====== ======= ======= ======= ======= ======= =======

Net assets at
end of period (000's) $106,472 $3,084 $82,168 $26,720 $15,638 $15,875 $17,741 $21,916 $32,140 $13,227 $11,110

Ratios net of fees waived
and expenses
reimbursed by the
Adviser(C)
Ratio of net expenses to
average net assets .... 0.99% 1.45%(D) 0.99% 1.07% 1.13% 1.09% 1.13% 1.19% 1.10% 1.16% 1.11%
Ratio of net investment
income to average
net assets ...... 4.35% 3.79%(D) 4.90% 5.75% 6.15% 6.39% 6.23% 5.51% 5.30% 5.96% 6.12%

Ratios assuming no
Adviser waiver of
fees or expense
reimbursement:
Ratio of expenses to
average net assets 0.99% 1.75%(D) 0.99% 1.08% 1.13% 1.09% 1.13% 1.25% 1.10% 1.16% 1.15%
Ratio of net investment
income to average
net assets....... 4.35% 3.48%(D) 4.90% 5.74% 6.15% 6.39% 6.23% 5.45% 5.30% 5.96% 6.08%

Portfolio turnover rate.. 46% 46%(D) 28% 12% 48% 58% 82% 59% 26% 39% 78%

<FN>
(A)For Class C shares, represents the period from the initial public offering of
shares (February 1, 1994) through June 30, 1994.
(B)The total returns shown do not include the effect of applicable front-end
sales loads.
(C)The Adviser has periodically absorbed expenses of the Fund through waiver of
the investment advisory fee or reimbursement of other operating expenses.
(D)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 Tax-Free Money 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 Tax-Free
Intermediate Term 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
------------
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 value of the portfolio
securities held by the Funds usually declines when interest
rates rise and usually rises when interest rates decline.
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 invest
in Municipal Obligations which are rated 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 Tax Reform Act of 1986 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 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 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, or 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. 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
purchased at the public offering price. 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
Sales Load Reallowance
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 None

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.

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. and orders received from dealers after 5:00
p.m. are confirmed at the public offering price next
determined on the following business day.

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 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 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 Tax-Free Intermediate Term 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.

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.
and orders received from dealers after 5:00 p.m. 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 purchased
after January 31, 1995 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

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 shares 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.

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.

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 Class A 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, in the case of Class C shares, any applicable
contingent deferred sales load. Payment is normally made
within seven 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. (See "How to Purchase Shares - Class C 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 seven 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 seven 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 $5,000 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 seven 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
dealer of your wire redemption request. It is the
responsibility of broker-dealers to properly transmit wire
redemption orders.

ADDITIONAL REDEMPTION INFORMATION. For each wire
redemption, you will be charged an $8 processing fee by MGF
Service Corp. MGF Service Corp. 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
seven 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 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
fund does not impose 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 Tax-Free Intermediate Term Fund may
be exchanged, on the basis of relative net asset value per
share, for Class C shares of any other fund, for shares of
any fund which is a money market fund, and for shares of any
other fund which offers only one class of shares and which
imposes a contingent deferred sales load. 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
Class C 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 sold with a 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 *U.S. Government Long Maturity Fund
California Tax-Free Money Fund *Equity Fund
Royal Palm Florida Tax-Free *Utility Fund
Money Fund *Treasury Total Return Fund
Government Housing Tax-Exempt
Fund Midwest Income Trust
*Tax-Free Intermediate Term 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

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 Class A shares of 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 five other series of the Trust, five series of
Midwest Income Trust and five 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 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, 1994, the Tax-Free Money Fund
and Class A shares of the Tax-Free Intermediate Term Fund
paid $35,000 and $255,768, 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.

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 Tax-Free Money 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 or, where the Fund has not been in operation
for such period, over the life of the Fund (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 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. Each Fund may also
present its performance and other investment
characteristics, such as volatility, in light of the
Adviser's view of current 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.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

BOARD OF TRUSTEES
Gary W. Heldman
James C. Krumme
H. Jerome Lerner
Robert H. Leshner
Oscar P. Robertson
G. William Rohde
Bruce J. Simpson

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<PAGE>

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. . . . . . . . . . . . . . . . . . . . . . . .
Application. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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 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
___________________________________________________________________________________________________________________

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>

October 2, 1995

MIDWEST GROUP TAX FREE TRUST
OHIO INSURED TAX-FREE FUND

SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 1, 1994, REVISED
FEBRUARY 1, 1995

Effective immediately, Class A shares purchased at net
asset value totaling $1 million or more, including
subsequent purchases made after the initial $1
million, will be subject to a .75% contingent deferred
sales load if a dealer's commission was paid by the Adviser
and the shares are redeemed within twelve months from the
date of purchase. The Adviser intends to pay a commission
of .75% of the purchase amount to participating unaffiliated
dealers at the time the investor purchases Class A shares at
net asset value in amounts totaling $1 million or more. In
order to recover commissions paid to unaffiliated dealers,
the contingent deferred sales load imposed on redemptions of
such shares is retained by the Adviser. 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.
Purchases of Class A shares made before October 1, 1995 are
not subject to the contingent deferred sales load. If a
purchase of Class A shares is subject to the contingent
deferred sales load, the investor will be so notified on the
confirmation statement for such purchase.

The contingent deferred sales load is imposed on such
Class A 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.

Redemptions of such Class A shares 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" in the
Prospectus.)

The contingent deferred sales load on such Class A
shares 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.

EXPENSE INFORMATION. Shareholder Transaction Expenses
in the section entitled "Expense Information" on page 2 of
the Prospectus have been revised as set forth below to
reflect the contingent deferred sales load for certain
purchases of Class A shares:
Class A Class C
Shareholder Transaction Expenses Shares Shares
- -------------------------------- ------- -------
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."

HOW TO PURCHASE SHARES - CLASS A SHARES. The table of
sales loads in the section entitled "How to Purchase Shares
- - Class A Shares" on page 12 has been revised as set forth
below:

Class A shares of the Fund are purchased at the public
offering price. 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**

* During the period from October 1, 1995 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 during such period.
** 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.

<PAGE>
PROSPECTUS
November 1, 1994
(Revised February 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, 1994
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.

<PAGE>
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
Wire Redemption Processing Fee $8.00 $8.00

Annual Fund Operating Expenses (as a percentage of average net assets)
- ------------------------------
Class A Shares Class C Shares
-------------- --------------
Management Fees .50% .50%
12b-1 Fees(A) .04% .54%
Other Expenses .21% .21%
---- -----
Total Fund Operating Expenses .75% 1.25%
==== =====
(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 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 of Class A shares are based on amounts incurred during the most
recent fiscal year. The percentages expressing annual fund operating
expenses of Class C shares are based on estimated amounts for the current
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:
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, 1994 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>

Per Share Data for a Share Outstanding Throughout Each Period

Class A
___________________________________________________________________________________
From Date of
Class A Class C Public Offering
Year Period (April 1, 1985)
Ended Ended Year Ended June 30, through
June 30, June 30, June 30,
1994 1994(A) 1993 1992 1991 1990 1989 1988 1987 1986 1985
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at
beginning of period.... $12.41 $12.62 $11.67 $11.13 $10.96 $11.11 $10.85 $10.91 $10.94 $10.24 $10.00
------- ------- ------- ------- ------- ------- ------- ------- ------- ------- -------
Income from investment
operations:
Net investment income.. 0.61 0.36 0.65 0.70 0.68 0.74 0.76 0.77 0.76 0.79 0.19
Net realized and
unrealized gains
(losses) on investments (0.64) (0.85) 0.74 0.54 0.17 (0.15) 0.26 (0.06) (0.03) 0.70 0.24
------- ------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations ........... (0.03) (0.49) 1.39 1.24 0.85 0.59 1.02 0.71 0.73 1.49 0.43
------ ------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Less distributions:
Distributions from net
investment income .... (0.61) (0.36) (0.65) (0.70) (0.68) (0.74) (0.76) (0.77) (0.76) (0.79) (0.19)
Distributions from net
realized gains........ (0.03) (0.03) -- -- -- -- -- -- -- -- --
------ ------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Total distributions ..... (0.64) (0.39) (0.65) (0.70) (0.68) (0.74) (0.76) (0.77) (0.76) (0.79) (0.19)
------ ------- ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value at
end of period ......... $11.74 $11.74 $12.41 $11.67 $11.13 $10.96 $11.11 $10.85 $10.91 $10.94 $10.24
======= ====== ====== ====== ====== ====== ====== ====== ====== ====== ======

Total return(B) ........ (0.41%) (6.05%)(D) 12.24% 11.55% 7.98% 5.53% 9.75% 6.80% 6.73% 15.12% 17.21%(D)
======= ====== ====== ====== ====== ====== ====== ====== ====== ====== ======

Net assets at end
of period (000's) ..... $79,889 $2,659 $81,101 $49,288 $20,791 $16,928 $17,741 $11,822 $17,534 $12,732 $3,659

Ratios net of fees waived and
expenses reimbursed
by the Adviser(C):
Ratio of net expenses to
average net assets. 0.75% 1.22%(D) 0.75% 0.60% 1.07% 1.02% 1.15% 1.28% 1.06% 1.04% 1.00%(D)
Ratio of net investment
income to average
net assets....... 4.94% 4.09%(D) 5.35% 6.10% 6.14% 6.74% 6.96% 7.21% 6.77% 7.44% 7.61%(D)
Ratios assuming no Adviser
waiver of fees or expense
reimbursement:
Ratio of expenses to
average net assets 0.75% 1.28%(D) 0.75% 0.77% 1.07% 1.07% 1.15% 1.52% 1.20% 1.12% 1.00%(D)
Ratio of net investment
income to average
net assets ........ 4.94% 4.03%(D) 5.35% 5.93% 6.14% 6.69% 6.96% 6.97% 6.63% 7.36% 7.61%(D)

Portfolio turnover rate.. 45% 45%(D) 15% 3% 86% 29% 49% 19% 24% 18% 0%

<FN>
(A)For Class C shares, represents the period from the initial public offering of
shares (November 1, 1993) through June 30, 1994.
(B)The total returns shown do not include the effect of applicable front-end
sales loads.
(C)The Adviser has periodically absorbed expenses of the Fund through waiver of
the investment advisory fee or reimbursement of other operating expenses.
(D)Annualized.
</FN>
</TABLE>
<PAGE>
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 value of the Fund's portfolio
securities usually declines when interest rates rise and
usually rises when interest rates decline. 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 invest in Ohio Obligations which are rated
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, the State has experienced steady growth and
diversification of employment and earnings in the last
decade. 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. In addition,
the manufacturing industry is stronger after a period of
restructuring in the early 1980s and has performed fairly
well through the current recession. 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. In line with
national trends, the state has experienced budget shortfalls
due to weak revenue results and higher-than-budgeted human
services expenditures. 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 Tax Reform Act of 1986
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 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 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 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 "Ohio Insured Tax-Free
Fund."

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. 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 higher initial sales load and be subject to lower
ongoing charges, as discussed below, or to have a larger
portion 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
significantly 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 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 purchased at the public
offering price. 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
Sales Load Reallowance
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 None

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.

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. and orders
received from dealers after 5:00 p.m. are confirmed at the
public offering price next determined on the following
business day.

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 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 "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.

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 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. and orders received from
dealers after 5:00 p.m. 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.

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:
Contingent
Year Since Purchase 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 shares 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.

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 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 Class A 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 $5,000 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 of the Fund by placing a
wire redemption request through a securities dealer.
Unaffiliated 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 dealer of your
wire redemption request. It is the responsibility of
dealers to properly transmit wire redemption orders.

If your instructions request a redemption by wire, you
will be charged an $8 processing fee by MGF Service Corp.
MGF Service Corp. 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 of the 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.

A contingent deferred sales load may apply to a
redemption of Class C shares. See "How to Purchase Shares -
Class C Shares."

Shares are redeemed at their net asset value per share
next determined after receipt by MGF Service Corp. of your
redemption request in the form described above, less, in the
case of Class C shares, any applicable contingent deferred
sales load. Payment is normally made within seven 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 a fund 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 fund
does not impose 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 a fund may be exchanged, on the basis
of relative net asset value per share, for Class C shares of
any other fund, for shares of any fund which is a money
market fund, and for shares of any other fund which offers
only one class of shares and which imposes a contingent
deferred sales load. 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 Class C 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 sold with a
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 *U.S. Government Long Maturity Fund
California Tax-Free Money Fund *Equity Fund
Royal Palm Florida Tax-Free *Utility Fund
Money Fund *Treasury Total Return Fund
Government Housing Tax-Exempt Fund
*Tax-Free Intermediate Term Fund Midwest Income 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

<PAGE>
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 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 in Class A shares 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.

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 six other series of the Trust, five series of
Midwest Income Trust and five 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 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.

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.

Pursuant to the Class A 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 A shares. For the
fiscal year ended June 30, 1994, Class A shares of the Fund
paid $26,427 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 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.

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 or, where the Fund has not
been in operation for such period, over the life of the Fund
(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 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 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. The Fund may also present its
performance and other investment characteristics, such as
volatility, in light of the Adviser's view of current 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.

<PAGE>
MIDWEST GROUP TAX FREE TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4004
Nationwide: (Toll-Free) 800-543-8721
Cincinnati: 513-629-2000

BOARD OF TRUSTEES
Gary W. Heldman
James C. Krumme
H. Jerome Lerner
Robert H. Leshner
Oscar P. Robertson
G. William Rohde
Bruce J. Simpson

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 45202-4004

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

<PAGE>
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
____________________________________________________________________________________________________________________________

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 provided that
such entities have exercised due care to determine that the instructions are genuine.

_______________________________________________________________- ________________________________________________________

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_______________________________________

[ ] 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

(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.

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):

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.

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