Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
Midwest Group Tax Free Trust
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
---------------------------------------------------
2) Aggregate number of securities to which transaction
applies:
---------------------------------------------------
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
---------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------
5) Total fee paid:
---------------------------------------------------
<PAGE>
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
--------------------------------------------
2) Form, Schedule or Registration Statement No.:
---------------------------------------------
3) Filing Party:
--------------------------------------------
4) Date Filed:
--------------------------------------------
<PAGE>
MIDWEST GROUP TAX FREE TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
TAX-FREE MONEY FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: -----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
TAX-FREE INTERMEDIATE TERM FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OHIO INSURED TAX-FREE FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OHIO TAX-FREE MONEY FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-------------------------------------
-------------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
CALIFORNIA TAX-FREE MONEY FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
October 16, 1995
Dear Shareholder:
You are cordially invited to attend a Special Meeting of
Shareholders of Midwest Group Tax Free Trust to be held on
December 8, 1995 at 10:30 a.m. at 312 Walnut Street, 10th
Floor Conference Center, Cincinnati, Ohio 45202.
The primary purpose of the Special Meeting is to have
shareholders of the Trust elect trustees to serve on the
Board. Shareholders are also being asked to ratify or
reject the selection of Arthur Andersen LLP as the Trust's
independent public accountants for the current fiscal year.
The Board of Trustees has given full and careful
consideration to each of these matters and has concluded
that the proposals are in the best interests of the Trust
and its shareholders. The Board of Trustees therefore
recommends that you vote "FOR" each of the matters discussed
herein.
Regardless of the number of shares you own, it is important
that they are represented and voted. If you cannot
personally attend the special shareholders' meeting, we
would appreciate your promptly voting, signing and returning
the enclosed proxy in the postage-paid envelope provided.
Very truly yours,
/s/ Robert H. Leshner
Robert H. Leshner
President
</Pa MIDWEST GROUP TAX FREE TRUST
312 Walnut Street
Cincinnati, Ohio 45202
- ------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 8, 1995
- ------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of
shareholders of Midwest Group Tax Free Trust will be held at
312 Walnut Street, 10th Floor Conference Center, Cincinnati,
Ohio 45202, on Friday, December 8, 1995 at 10:30 a.m. to
consider and vote on the following matters:
1. To elect nine trustees, each to serve until his/her
successor is duly elected and shall qualify;
2. To ratify or reject the selection of Arthur Andersen
LLP as independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently
contemplated, that may properly come before the meeting
in the discretion of the proxies or their substitutes.
Shareholders of record at the close of business on
October 12, 1995 are entitled to notice of and to vote at
this meeting or any adjournment thereof.
By order of the Board of Trustees,
/s/ John F. Splain
John F. Splain
Secretary
October 16, 1995
- ------------------------------------------------------------
Please execute the enclosed proxy and return it
promptly in the enclosed envelope, thus avoiding unnecessary
expense and delay. No postage is required if mailed in the
United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
<PAGE>
MIDWEST GROUP TAX FREE TRUST
312 WALNUT STREET
CINCINNATI, OHIO 45202
- ------------------------------------------------------------
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 8, 1995
- ------------------------------------------------------------
PROXY STATEMENT
- ------------------------------------------------------------
This proxy statement is furnished in connection with
the solicitation by the board of trustees (the "Board of
Trustees") of Midwest Group Tax Free Trust (the "Trust") of
proxies for use at the special meeting of shareholders or at
any adjournment thereof. The proxy statement and form of
proxy were first mailed to shareholders on or about October
25, 1995.
The Board of Trustees has recently adopted a policy,
providing for the eventual retirement of the trustees, which
establishes a mandatory retirement age of 65 for all Board
members. An identical policy has also been adopted by the
board of trustees of Midwest Trust and Midwest Strategic
Trust, two other regulated investment companies within the
"Midwest Complex." The Board of Trustees has also proposed
that all members of the Board under the age of 65 and all
members of the board of trustees of Midwest Trust and
Midwest Strategic Trust under the age of 65 be combined into
a single board of trustees overseeing the entire Midwest
Complex (the "Consolidated Board"). The Board of Trustees
believes that having the Consolidated Board oversee the
entire Midwest Complex should create administrative
efficiencies and may reduce expenses.
Upon implementation of the Trust's newly adopted
retirement policy, three members of the present Board of
Trustees must retire. If all of the individuals nominated
for the Consolidated Board are elected, the Consolidated
Board will consist of the remaining members of the Board of
Trustees and five members of the board of trustees for
Midwest Strategic Trust who are not presently on the Board
of Trustees. At least two-thirds of the individuals serving
on the Board of Trustees are required by the Investment
Company Act of 1940 to have been elected by shareholders.
Although the Board of Trustees generally has the authority,
pursuant to the Agreement and Declaration of Trust, to elect
and replace trustees, the individuals who have been
nominated to serve on the Consolidated Board cannot be
elected by the Board of Trustees because shareholders of the
Trust would not have elected two-thirds of the trustees.
Consequently, the primary purpose of the special meeting is
to elect trustees to serve on the Consolidated Board.
Shareholders are also being asked to ratify the
selection of Arthur Andersen LLP as the Trust's independent
public accountants for the current fiscal year.
A proxy, if properly executed, duly returned and not
revoked, will be voted in accordance with the specifications
therein. A proxy which is properly executed that has no
voting instructions to a proposal will be voted for that
proposal. A shareholder may revoke a proxy at any time
prior to use by filing with the Secretary of the Trust an
instrument revoking the proxy, by submitting a proxy bearing
a later date, or by attending and voting at the meeting.
The Trust has retained Management Information Services
Corp. ("MIS") to solicit proxies for the special meeting.
MIS is responsible for printing proxy cards, mailing proxy
material to shareholders, soliciting brokers, custodians,
nominees and fiduciaries, tabulating the returned proxies
and performing other proxy solicitation services. The
anticipated cost of such services is approximately $4,400,
and will be paid by the Trust. The Trust will also pay the
printing and postage costs of the solicitation.
In addition to solicitation through the mails, proxies
may be solicited by officers, employees and agents of the
Trust without additional cost to the Trust. Such
solicitation may be by telephone, facsimile or otherwise.
The Trust will reimburse MIS, brokers, custodians, nominees
and fiduciaries for the reasonable expenses incurred by them
in connection with forwarding solicitation material to the
beneficial owners of shares held of record by such persons.
THE TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
JUNE 30, 1995 AND THE TRUST'S MOST RECENT SEMIANNUAL REPORT
ARE AVAILABLE AT NO CHARGE BY WRITING TO THE TRUST AT 312
WALNUT STREET, 21ST FLOOR, CINCINNATI, OHIO 45202-4094, OR
BY CALLING THE TRUST NATIONWIDE TOLL-FREE 800-543-0407, IN
CINCINNATI 629-2050.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business
on October 12, 1995 as the record date for the determination
of shareholders entitled to notice of and to vote at the
special meeting of shareholders or any adjournment thereof.
The Trust is comprised of six separate funds, the Tax-Free
Money Fund, the Tax-Free Intermediate Term Fund, the Ohio
Insured Tax-Free Fund, the Ohio Tax-Free Money Fund, the
California Tax-Free Money Fund and the Royal Palm Florida
Tax-Free Money Fund (individually, a "Fund" and
collectively, the "Funds"), each of which is represented by
a separate series of the Trust's shares. The Tax-Free
Intermediate Term Fund and the Ohio Insured Tax-Free Fund
series each offer two classes of shares, Class A and Class C
shares. As of the record date there were 325,729,096.865
shares of beneficial interest, no par value, of the Trust
outstanding, comprised of 28,287,284.300 shares of the Tax-
Free Money Fund, 7,657,802.028 shares of the Tax-Free
Intermediate Term Fund, 6,702,807.457 shares of the Ohio
Insured Tax-Free Fund, 224,017,043.580 shares of the Ohio
Tax-Free Money Fund, 27,497,762.530 shares of the California
Tax-Free Money Fund and 31,566,396.970 shares of the Royal
Palm Florida Tax-Free Money Fund. All full shares of the
Trust are entitled to one vote, with proportionate voting
for fractional shares.
On October 12, 1995, Merrill Lynch/FDS Mutual Fund
Operations, 4800 Deer Lake Drive East, Jacksonville, Florida
owned of record 5.54% of the outstanding shares of the Tax-
Free Intermediate Term Fund; BHC Securities Inc., 2005
Market Street, Philadelphia, Pennsylvania owned of record
13.29% of the outstanding shares of the Ohio Tax-Free Money
Fund; Fiduciary Trust Company International Customer's
Account, Two World Trade Center, New York, New York owned of
record 13.89% of the outstanding shares of the California
Tax-Free Money Fund; Bear, Stearns & Co. Inc. FBO
#7204366012, One Metrotech Center North, Brooklyn, New York
owned of record 9.21% of the outstanding shares of the
California Tax-Free Money Fund; Bear, Stearns & Co. Inc. FBO
#7270012219, One Metrotech Center North, Brooklyn, New York
owned of record 5.75% of the outstanding shares of the
California Tax-Free Money Fund; Bear, Stearns & Co. Inc. FBO
#5205547218, One Metrotech Center North, Brooklyn, New York
owned of record 5.44% of the outstanding shares of the
California Tax-Free Money Fund; Lawrence B. Taishoff, 4400
Gulfshore Boulevard North, Naples, Florida owned of record
16.77% of the outstanding shares of the Royal Palm Florida
Tax-Free Money Fund; Sten A. Lilja, Trustee UA M/B S.A.
Lilja, c/o Island National Bank in Palm Beach, 180 Royal
Palm Way, Palm Beach, Florida owned of record 9.18% of the
outstanding shares of the Royal Palm Florida Tax-Free Money
Fund; and Marie/Andrew Wilson, c/o Island National Bank in
Palm Beach, 180 Royal Palm Way, Palm Beach, Florida owned of
record 6.75% of the outstanding shares of the Royal Palm
Florida Tax-Free Money Fund. On October 12, 1995, The Fifth
Third Bank Trust Department, 38 Fountain Square Plaza,
Cincinnati, Ohio owned of record 23.95% of the Trust's
outstanding shares, including 33.71% of the outstanding
shares of the Ohio Tax-Free Money Fund and 7.83% of the
outstanding shares of the Royal Palm Florida Tax-Free Money
Fund. The Fifth Third Bank may be deemed to control the
Ohio Tax-Free Money Fund by virtue of the fact that it owns
of record more than 25% of the outstanding shares of the
Fund. No other person owned of record and, according to
information available to the Trust, no other person owned
beneficially 5% or more of the outstanding shares of the
Trust (or any Fund) on the record date.
If a quorum (more than 50% of the outstanding shares of
the Trust) is represented at the meeting, the vote of a
plurality of the Trust's shares represented at the meeting
is required for the election of trustees. If a quorum is
present at the meeting but sufficient votes to approve one
or both of the proposals described herein are not received,
the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented
at the meeting in person or by proxy. A shareholder vote
may be taken on one of the proposals in this proxy statement
prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate. Abstentions and
"broker non-votes" are counted for purposes of determining
whether a quorum is present but do not represent votes cast
with respect to a proposal. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is
received by the Trust, but are not voted as to one or more
proposals because instructions have not been received from
the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary voting power.
The trustees of the Trust intend to vote all of their
shares in favor of the proposals described herein. On the
record date, all nominees for election as trustees and
officers as a group owned of record or beneficially less
than 1% of the outstanding shares of the Trust and of each
Fund.
I. ELECTION OF TRUSTEES
Nine trustees are to be elected, each to serve until
his or her successor is duly elected and shall qualify. The
following table sets forth certain information regarding
each nominee for election as a trustee by shareholders.
Each nominee, except for Ms. Brown, Mr. Lipsey, Mr. Rahilly,
Mr. Rappoport and Mr. Sumerel, is a member of the present
Board of Trustees.
Following the special meeting of shareholders, James C.
Krumme, G. William Rohde and Bruce J. Simpson will resign
from the Board of Trustees.
<TABLE>
<C> <C> <C> <C> <C>
Compensation During
Amount of the Fiscal Year
Name and Principal Occupation Beneficial Ended June 30, 1995
During the Past Five Years Ownership From:
and Directorships of Trustee of Shares of The The Midwest
Public Companies Age Since the Trust (1) Trust Complex(2)
- ----------------------------- --- -------- ------------- ------- -----------
DALE P. BROWN 48 Nominee None $ 0 $ 1,200
President and Chief Executive
Officer of Sive/Young &
Rubicam (an advertising agency).
She is a director of The
Ohio National Life Insurance
Company. She is also a trustee
of Midwest Strategic Trust
(a registered investment
company).
GARY W. HELDMAN 48 1993 79,491.59 2,200 4,400
Former President of The shares of the
Fechheimer Brothers Company Ohio Tax-Free
(a manufacturer of uniforms). Money Fund.
He is a trustee of Midwest
Trust (a registered
investment company).
H. JEROME LERNER 57 1981 11,317.36 2,200 6,800
Principal of HJL Enterprises shares of the
and Chairman of Crane Tax-Free Money
Electronics, Inc. (a Fund; 271,513.43
manufacturer of electronic shares of the
connectors). He is also a Ohio Tax-Free
trustee of Midwest Trust Money Fund.
and Midwest Stragetic Trust.
*ROBERT H. LESHNER 56 1981 862,440.47 0 0
Chairman of the Board shares of the
of Midwest Group Ohio Tax-Free
Financial Services, Inc. (the Money Fund.
investment adviser and
principal underwriter of the
Trust), MGF Service Corp. (a
registered transfer agent) and
Leshner Financial, Inc. (a
financial services company and
parent of Midwest Group
Financial Services, Inc.
and MGF Service Corp.).
He is also President and a
trustee of Midwest Trust
and Midwest Strategic Trust.
RICHARD A. LIPSEY 56 Nominee 12,587.84 shares 0 2,400
President and Chief of the Tax-Free
Executive Officer of Money Fund;
Lipsey's, Inc. (a national 6,794.87 shares
sporting goods distributor). of the Tax-Free
He is a Regional Intermediate
Director of Premier Bank, Term Fund.
N.A. He is also a trustee of
Midwest Strategic Trust.
DONALD J. RAHILLY 49 Nominee None 0 1,800
Chairman of S. Rosenthal
& Co., Inc. (a printing
company). He is also a
trustee of Midwest
Strategic Trust.
FRED A. RAPPOPORT 48 Nominee None 0 2,400
President and Chairman of
The Fred Rappoport Company
(a broadcasting and
entertainment production
company). He is also a trustee
of Midwest Strategic Trust.
Until 1991, he was Vice
President-Entertainment
and Informational Special
Programs of CBS, Inc.
(a broadcasting company).
OSCAR P. ROBERTSON 56 1981 None 1,950 3,900
President of Orchem, Inc.
(a chemical specialties
distributor) and Orpack
Stone Corporation (a
corrugated box
manufacturer). He is a
trustee of Midwest Trust.
ROBERT B. SUMEREL 54 Nominee None 0 600
Chief Executive Officer
of Bob Sumerel Tire, Inc.
(a tire sales and service
company). He is also a
trustee of Midwest Strategic
Trust.
</TABLE>
(1) Voting and investment power as of October 12, 1995.
(2) The Midwest Complex consists of the Trust, Midwest
Trust and Midwest Strategic Trust.
* Robert H. Leshner, as an affiliated person of Midwest
Group Financial Services, Inc., the Trust's investment
adviser and principal underwriter, is an "interested
person" of the Trust within the meaning of Section
2(a)(19) of the Investment Company Act of 1940. Mr.
Leshner may directly or indirectly receive benefits from
such affiliation.
Dale P. Brown is President and Chief Executive Officer
of Sive/Young & Rubicam, an advertising agency which
provides public relations services to Leshner Financial,
Inc., the parent company of Midwest Group Financial
Services, Inc. The total amount paid by Leshner Financial,
Inc. to Sive/Young & Rubicam for services rendered during
the period from June 30, 1994 through September 30, 1995 was
$48,818.
All nominees have consented to being named in this
proxy statement and have agreed to serve if elected.
Trustees on the Consolidated Board who are not interested
persons of the Trust will receive a quarterly retainer of
$1,000 plus $750 for each Board meeting attended. Such fees
will be split equally between the Trust, Midwest Trust and
Midwest Strategic Trust.
<PAGE>
The Trust has an Audit Committee currently consisting
of James C. Krumme, H. Jerome Lerner and G. William Rohde.
If all of the nominees to serve on the Consolidated Board
are elected by shareholders, there will be a single Audit
Committee for the entire Midwest Complex and the Audit
Committee will consist of Dale P. Brown, H. Jerome Lerner
and Richard A. Lipsey. The Audit Committee makes
recommendations to the Board of Trustees concerning the
selection of the Trust's independent public accountants,
reviews with such accountants the scope and results of the
Trust's annual audit, reviews the semiannual financial
reports of the Trust and considers any comments which the
accountants may have regarding the Trust's financial
statements or books of account. Audit Committee members
will each receive $300 ($100 payable by each of the Trust,
Midwest Trust and Midwest Strategic Trust) for attending an
Audit Committee meeting.
The Trust has a Nominating Committee currently
consisting of H. Jerome Lerner and G. William Rohde. The
Nominating Committee is responsible for selecting and
recommending candidates for positions as trustees for
nomination by the Board of Trustees (or, in the case of
candidates for positions as trustees who are not interested
persons of the Midwest Complex, for nomination by the
trustees who are not interested persons) and proposing and
recommending to the Board of Trustees the terms of
compensation for trustees. The committee is prepared to
review nominations of trustees from shareholders in written
communications addressed to the committee at the Trust's
address, although the committee is able to identify from its
own resources an ample number of qualified candidates.
During the fiscal year ended June 30, 1995, the Board
of Trustees held five meetings, the Audit Committee held
four meetings and the Nominating Committee held one meeting.
During such fiscal year, each trustee, except for Oscar P.
Robertson, attended at least 75% of the aggregate of (i) the
total number of meetings of the Board of Trustees (held
during the period during which he has been a trustee) and
(ii) the total number of meetings held by all committees of
the Board of Trustees on which he served.
EXECUTIVE OFFICERS. The Trust's executive officers are
set forth below. The business address of each officer is
312 Walnut Street, Cincinnati, Ohio 45202.
<TABLE>
<C> <C> <C> <C>
Name and Principal Occupation Officer Position with
During the Past Five Years Age Since the Trust
- ----------------------------- --- ------- -------------
ROBERT H. LESHNER 56 1981 President
(See Page ) and Trustee
JOHN F. SPLAIN 39 1988 Secretary
Secretary and General Counsel
of Leshner Financial, Inc.,
Midwest Group Financial
Services, Inc. and MGF Service
Corp. He is also Secretary of
Midwest Trust, Midwest
Strategic Trust, Brundage
Story and Rose Investment Trust,
Leeb Personal FinanceTM
Investment Trust, Williamsburg
Investment Trust, Markman
MultiFund Trust and The
Tuscarora Investment Trust and
Assistant Secretary of
Schwartz Investment Trust and
Fremont Mutual Funds, Inc.
(all of which are registered
investment companies).
MARK J. SEGER, C.P.A. 33 1989 Treasurer
Vice President of Leshner
Financial, Inc. and MGF
Service Corp. He is
Treasurer of Midwest Trust,
Midwest Strategic Trust,
Brundage, Story and Rose
Investment Trust, Leeb
Personal FinanceTM
Investment Trust,
Williamsburg Investment
Trust and Markman MultiFund
Trust, Assistant Treasurer
of Schwartz Investment Trust
and The Tuscarora Investment
Trust, and Assistant Secretary
of Fremont Mutual Funds, Inc.
</TABLE>
OTHER INFORMATION
Midwest Group Financial Services, Inc. serves as
investment adviser and principal underwriter to the Trust.
MGF Service Corp. serves as the Trust's administrator,
transfer agent, and accounting and pricing agent. The
address of each corporation is 312 Walnut Street, 21st
Floor, Cincinnati, Ohio 45202. Midwest Group Financial
Services, Inc. and MGF Service Corp. are wholly-owned
subsidiaries of Leshner Financial, Inc., of which Robert H.
Leshner is the controlling shareholder.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been selected as the Trust's
independent public accountants for the current fiscal year
by vote of the Board of Trustees, including a majority of
the Trustees who are not interested persons of the Trust.
The employment of Arthur Andersen LLP is conditional upon
the right of the Trust, by a vote of a majority of its
outstanding shares, to terminate the employment without any
penalties.
Arthur Andersen LLP has acted as the Trust's
independent public accountants since 1981. If the Trust's
shareholders do not ratify the selection of Arthur Andersen
LLP, other certified public accountants will be considered
for selection by the Board of Trustees.
Representatives of Arthur Andersen LLP are not expected
to be present at the meeting although they will have an
opportunity to attend and to make a statement, if they
desire to do so. If representatives of Arthur Andersen LLP
are present, they will be available to respond to
appropriate questions from shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY
THE SELECTION OF ARTHUR ANDERSEN LLP.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing
any matter before the meeting other than those specifically
referred to above or matters in connection with or for the
purpose of effecting the same. Neither the proxy holders
nor the Board of Trustees are aware of any matters which may
be presented by others. If any other business shall
properly come before the meeting, the proxy holders intend
to vote thereon in accordance with their best judgment.
Any shareholder proposal intended to be presented at
the next shareholder meeting must be received by the Trust
for inclusion in its Proxy Statement and form of Proxy
relating to such meeting at a reasonable time before the
solicitation of proxies for the meeting is made.
By Order of the Board of Trustees,
/s/ John F. Splain
John F. Splain
Secretary
Date: October 16, 1995
- ------------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return
it promptly in the enclosed reply envelope. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
