MIDWEST GROUP TAX FREE TRUST, 485BPOS, 1996-11-01

MIDWEST GROUP TAX FREE TRUST
485BPOS, 1996-11-01

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

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

Post-Effective Amendment No. 38
------
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

Amendment No. 37
------
(Check appropriate box or boxes.)

MIDWEST GROUP TAX FREE TRUST File Nos. 2-72101 and 811-3174
- ------------------------------------------------------------

312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
- -------------------------------------------------------
(Address of Principal Executive Offices) Zip Code

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

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

Registrant registered an indefinite number of securities under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for the fiscal year ended June 30, 1996 was
filed with the Commission on August 27, 1996.
<PAGE>

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

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

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

PROSPECTUS
November 1, 1996

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 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, 1996 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
Redemption Fee None*
Check Redemption Processing Fee (per check):
First six checks per month None
Additional checks per month $0.25

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

Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees .50%
12b-1 Fees .09%(A)
Other Expenses .40%
-----
Total Fund Operating Expenses .99%
=====

(A)The Fund may incur 12b-1 fees in an amount up to .25% of its average net
assets.

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

* Purchases at net asset value of amounts totaling $1 million or more may
be subject to a contingent deferred sales load of .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."

- 2 -

Annual Fund Operating Expenses (as a percentage of average net assets)

Class A Class C
Shares Shares
------- -------
Management Fees .50% .50%
12b-1 Fees(A) .16% .69%
Other Expenses .33% .55%
----- -----
Total Fund Operating Expenses .99% 1.74%
===== =====

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

The purpose of these tables is to assist the investor in understanding the
various costs and expenses that an investor in the Funds will bear directly or
indirectly. The percentages expressing annual fund operating expenses are based
on amounts incurred during the most recent fiscal year except that 12b-1 Fees
for Class C shares of the Tax Free Intermediate Term Fund have been restated to
reflect an anticipated increase in distribution expenses to be incurred by such
shares during 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
- ------- Class A Class C
You would pay the following Shares, Shares,
expenses on a $1,000 invest- Tax-Free Tax-Free
ment, assuming (1) 5% annual Tax-Free Intermediate Intermediate
return and (2) redemption Money Fund Term Fund Term Fund
---------- ---------- ---------
at the end of each time
period:
1 Year $ 10 $ 30 $ 28
3 Years 32 51 55
5 Years 55 74 94
10 Years 121 139 205

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, 1996 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.

- 3 -

Tax-Free Money Fund

Per Share Data for a Share Outstanding Throughout Each Year(A)
===================================================================================================================
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended June 30,

1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value at
beginning of year.. $1.000 $1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $1.000

Net investment income. 0.031 0.030 0.021 0.024 0.036 0.050 0.055 0.053 0.045 0.040

Distributions from
net investment
income.......... (0.031) (0.030) (0.021) (0.024) (0.036) (0.050) (0.055) (0.053) (0.045) (0.040)

Net asset value at
end of year ...... $1.000 $1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $1.000
====== ====== ======= ======= ======= ======= ======= ======= ======= ======

Total return ....... 3.15% 3.07% 2.12% 2.40% 3.63% 5.09% 5.69% 5.48% 4.53% 4.01%
===== ===== ===== ===== ===== ===== ===== ===== ===== =====

Net assets at end
of year (000's) .. $25,342 $26,692 $31,168 $34,787 $50,000 $45,210 $46,727 $83,634 $115,670 $107,398
====== ====== ======= ======= ======= ======= ======= ======= ======== ========

Ratio of expenses to
average net assets.. 0.99% 0.99% 0.99% 0.99% 0.99% 0.99% 0.97% 0.94% 0.96% 0.93%

Ratio of net investment
income to average
net assets........ 3.09% 3.00% 2.09% 2.39% 3.55% 4.98% 5.57% 5.30% 4.47% 3.93%

(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.

</TABLE>
<PAGE>

Tax-Free Intermediate Term Fund
<TABLE>
Per Share Data for a Share Outstanding Throughout Each Year
===================================================================================================================
CLASS A
- -------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Year Ended June 30,
- --------------------------------------------------------------------------------------------------------------------
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value at
beginning of year. $10.86 $10.69 $ 10.98 $ 10.42 $ 10.15 $ 10.05 $ 10.07 $ 10.13 $ 10.30 $10.34

Income from
investment operations:
Net investment
income ....... 0.50 0.49 0.48 0.53 0.59 0.62 0.64 0.63 0.56 0.55

Net realized and unrealized
gains (losses)
on investments... (0.01) 0.17 (0.29) 0.56 0.27 0.10 (0.02) (0.06) (0.17) (0.04)

Total from investment
operations..... 0.49 0.66 0.19 1.09 0.86 0.72 0.62 0.57 0.39 0.51

Distributions from net
investment income... (0.50) (0.49) (0.48) (0.53) (0.59) (0.62) (0.64) (0.63) (0.56) (0.55)

Net asset value at
end of year ...... $10.85 $10.86 $10.69 $10.98 $10.42 $10.15 $10.05 $10.07 $10.13 $10.30
====== ====== ====== ====== ====== ====== ====== ======= ====== ======

Total return(A) .... 4.51% 6.36% 1.70% 10.75% 8.78% 7.38% 6.35% 5.76% 3.88% 5.24%

Net assets at end of
year (000's) ..... $67,675 $81,140 $106,472 $82,168 $26,720 $15,638 $15,875 $17,741 $21,916 $32,140

Ratio of expenses to average
net assets(B) ..... 0.99% 0.99% 0.99% 0.99% 1.07% 1.13% 1.09% 1.13% 1.19% 1.10%
Ratio of net investment
income to average
net assets........ 4.52% 4.59% 4.35% 4.90% 5.75% 6.15% 6.39% 6.23% 5.51% 5.30%

Portfolio turnover rate 37% 32% 46% 28% 12% 48% 58% 82% 59% 26%

</TABLE>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Absent fee waivers and/or expense reimbursements by the Adviser, the ratio
of expenses to average net assets would have been 1.08% and 1.25% for the
years ended June 30, 1992 and 1988, respectively.

- 5 -
<PAGE>

Per Share Data for a Share Outstanding Throughout Each Period
===============================================================================
CLASS C
- -------------------------------------------------------------------------------

From Date
of
Public
Offering
(Feb. 1,
1994
through
Year Ended June 30, June 30,
1996 1995 1994
- -------------------------------------------------------------------------------
Net asset value at beginning of period..... $10.86 $ 10.69 $11.27

Income from investment operations:
Net investment income................. 0.44 0.44 0.20
Net realized and unrealized
gains (losses) on investments..... (0.01) 0.17 (0.58)

Total from investment operations..... 0.43 0.61 (0.38)

Distributions from net investment income.... (0.14) (0.44) (0.20)

Net asset value at end of period.......... $10.85 $10.86 $10.69
====== ====== ======
Total return(A) .......................... 4.00% 5.82% (8.28%)(C)
===== ===== ======
Net assets at end of period (000's)....... $5,239 $4,814 $3,084
====== ====== ======
Ratio of expenses to average net assets(B). 1.49% 1.49% 1.45%(C)

Ratio of net investment income to
average net assets............... 4.02% 4.08% 3.79%(C)

Portfolio turnover rate.............. 37% 32% 46%(C)

(A)The total returns shown do not include the effect of applicable sales loads.
(B)Absent expense reimbursements by the Adviser, the ratio of expenses to
average net assets would have been 1.75%(C) for the period ended June 30,
1994.
(C)Annualized.

- 6 -

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.

- 7 -

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

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

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

It is anticipated that under normal circumstances the Tax-Free
Intermediate Term Fund will invest in Municipal Obligations with remaining
maturities of twenty years or less and that the dollar-weighted average maturity
of the Fund will be between three and ten years, although the Fund may invest in
securities of any maturity, including tax-exempt notes and commercial paper
determined by the Adviser to meet the Fund's quality standards. The Fund's
quality standards limit its investments in tax-exempt notes to those which are
rated within the three highest grades by

- 8 -

<PAGE>

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 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.

- 9 -

<PAGE>

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

- 10 -

<PAGE>

notes (RANs) and bond anticipation notes (BANs). TANs, RANs and BANs are issued
by state and local government and public authorities as interim financing in
anticipation of tax collections, revenue receipts or bond sales, respectively.
Tax- exempt commercial paper typically represents short-term, unsecured,
negotiable promissory notes.

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

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

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

Risk Factors

The market value of investments available to the Funds, and therefore each
Fund's yield, will fluctuate due to changes in interest rates, economic
conditions, quality ratings and other factors beyond the control of the Adviser.
The net asset value

- 11 -

<PAGE>

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

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

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

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<PAGE>

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

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<PAGE>

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.

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<PAGE>

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

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

LEASE OBLIGATIONS. The Tax-Free Intermediate Term Fund may invest in
Municipal Obligations that constitute participations in lease obligations or
installment purchase contract obligations ("lease obligations") of municipal
authorities or entities. Although lease obligations do not constitute general
obligations of the municipality for which the municipality's taxing power is
pledged, a lease obligation is ordinarily backed by the municipality's covenant
to budget for, appropriate and make the payments due under the lease obligation.
However, certain lease obligations contain "non-appropriation" clauses which
provide that the municipality has no obligation to make lease or installment
purchase payments in future years unless money is appropriated for such purpose
on an annual basis. In addition to the "non-appropriation" risk, these
securities represent a relatively new type of financing that has not yet
developed the

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<PAGE>

depth of marketability associated with more conventional bonds. Although
"non-appropriation" lease obligations are secured by the leased property, the
disposition of the property in the event of foreclosure might prove difficult.
The Tax-Free Intermediate Term Fund will seek to minimize these risks by not
investing more than 10% of its net assets in lease obligations if the Adviser
determines that there is no secondary market available for these obligations and
all other illiquid securities, and by only investing in "non-appropriation"
lease obligations that meet certain criteria of the Adviser. The Fund does not
intend to invest more than an additional 5% of its net assets in municipal lease
obligations determined by the Adviser, under the direction of the Board of
Trustees, to be liquid. The Fund will only purchase unrated lease obligations
which meet the Fund's quality standards, as determined by the Adviser, under the
direction of the Board of Trustees, including an assessment of the likelihood
that the lease will not be cancelled.

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

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

HOW TO PURCHASE SHARES

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

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<PAGE>

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.

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<PAGE>

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 to the "Tax-Free
Money Fund." Bank wires should be sent as outlined above. You may also make
additional investments at the Trust's offices at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202. Each additional purchase request must contain the name
of your account and your account number to permit proper crediting to your
account. While there is no minimum amount required for subsequent investments,
the Trust reserves the right to impose such requirement.

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

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

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

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

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<PAGE>

plan as to those shares. The Trust and the Adviser reserve the rights to limit
the amount of investments and to refuse to sell to any person.

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

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

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

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

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

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<PAGE>

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.

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<PAGE>

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 2 1/2 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 2 1/2 years, the investor
might consider purchasing Class A shares. This example does not take into
account the time value of money which reduces the impact of the higher ongoing
Class C distribution fees, fluctuations in net asset value or the effect of
different performance assumptions.

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

Class A Shares

Class A shares of the Tax-Free Intermediate Term Fund are sold on a
continuous basis at the public offering price next determined after receipt of a
purchase order by the Trust. Purchase orders received by dealers prior to 4:00
p.m., Eastern time, on any business day and transmitted to the Adviser by 5:00
p.m., Eastern time, that day are confirmed at the public offering price
determined as of the close of the regular session of trading on the New York
Stock Exchange on that day. It is the responsibility of dealers to transmit
properly completed orders

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<PAGE>

so that they will be received by the Adviser by 5:00 p.m., Eastern time. Dealers
may charge a fee for effecting purchase orders. Direct purchase orders received
by MGF Service Corp. by 4:00 p.m., Eastern time, are confirmed at that day's
public offering price. Direct investments received by MGF Service Corp. after
4:00 p.m., Eastern time, and orders received from dealers after 5:00 p.m.,
Eastern time, are confirmed at the public offering price next determined on the
following business day.

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

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

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

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

* 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.

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.

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<PAGE>

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

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

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

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<PAGE>

federal income tax purposes, a sale on which you may realize a gain or loss.
These provisions may be modified or terminated at any time. Contact your
securities dealer or the Trust for further information.

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

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

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

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

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

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<PAGE>

appreciation. If a purchase of Class A shares is subject to the contingent
deferred sales load, the investor will be so notified on the confirmation for
such purchase.

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

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

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

Class C Shares

Class C shares of the Tax-Free Intermediate Term Fund are sold on a
continuous basis at the net asset value next determined after receipt of a
purchase order by the Trust. Purchase orders received by dealers prior to 4:00
p.m., Eastern time, on any

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<PAGE>

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

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

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

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

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

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<PAGE>

respect to the remaining 400 shares, the load is applied only to the original
cost of $10 per share and not to the increase in net asset value of $2 per
share. Therefore, $4,000 of the $5,400 redemption proceeds will be charged the
load. At the rate of 1%, the contingent deferred sales load would be $40. In
determining whether an amount is available for redemption without incurring a
deferred sales load, the purchase payments made for all Class C shares of the
Tax-Free Intermediate Term Fund in the shareholder's account are aggregated, and
the current value of all such shares is aggregated.

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

SHAREHOLDER SERVICES

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

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

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

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<PAGE>

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

Reinvestment Privilege
----------------------
If you have redeemed shares of the Tax-Free Intermediate Term Fund, you
may reinvest all or part of the proceeds without any additional sales load. This
reinvestment must occur within ninety 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 a proper redemption request in the form
described below, less any applicable contingent deferred sales load. Payment is
normally made within three business days after tender in such form, provided
that payment in redemption of shares purchased by check will be effected only
after the check has been collected, which may take up to fifteen days from the
purchase date. To eliminate this delay, you may purchase shares of the Funds by
certified check or wire.

A contingent deferred sales load may apply to a redemption of Class C
shares of the Tax-Free Intermediate Term Fund or to a redemption of certain
Class A shares of the Fund purchased at net asset value. See "How to Purchase
Shares." A contingent deferred sales load may be imposed on a redemption of
shares of the Tax-Free Money Fund if such shares had previously been acquired in
connection with an exchange from another fund in the Midwest Group which imposes
a contingent deferred sales load, as described in the prospectus of such other
fund.

BY TELEPHONE. You may redeem shares by telephone. The proceeds will be
sent by mail to the address designated on your account or wired directly to your
existing account in any commercial bank or brokerage firm in the United States
as designated on your application. To redeem by telephone, call MGF Service
Corp. (Nationwide call toll-free 800-543-0407; in Cincinnati call 629-2050). The
redemption proceeds from your Tax-Free Money Fund account will normally be sent
by mail or by wire within one business day (but not later than three business

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<PAGE>

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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<PAGE>

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

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

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

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

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

EXCHANGE PRIVILEGE

Shares of either Fund and of any other fund distributed by the Adviser
may be exchanged for each other.

Shares of the Tax-Free Money Fund and Class A shares of the Tax-Free
Intermediate Term Fund which are not subject to a contingent deferred sales load
may be exchanged for Class A shares of any other fund and for shares of any
other fund which

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<PAGE>

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

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

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

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

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

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<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 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

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<PAGE>

in your account at the then-current net asset value and your account will be
converted to the Share Option.

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

TAXES

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

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<PAGE>

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 it 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.

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<PAGE>

The Trust retains Midwest Group Financial Services, Inc., 312 Walnut
Street, Cincinnati, Ohio 45202 (the "Adviser"), to manage the Funds' investments
and their business affairs. The Adviser was organized in 1974 and is also the
investment adviser to four other series of the Trust, five series of Midwest
Trust and four series of Midwest Strategic Trust. The Adviser is a subsidiary of
Leshner Financial, Inc., of which Robert H. Leshner is the controlling
shareholder. Each Fund pays the Adviser a fee equal to the annual rate of .5% of
the average value of its daily net assets up to $100 million; .45% of such
assets from $100 million to $200 million; .4% of such assets from $200 million
to $300 million; and .375% of such assets in excess of $300 million.

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

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

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

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

In addition, MGF Service Corp. has been retained by the Adviser to assist
the Adviser in providing administrative services to the Funds. In this
capacity, MGF Service Corp.

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<PAGE>

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 the Tax-Free Intermediate Term 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.

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<PAGE>

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 such shares 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 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, 1996, the Tax-Free Money Fund and Class A shares
of the Tax-Free Intermediate Term Fund paid $24,000 and $110,441, 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

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<PAGE>

be paid to other dealers based on the average value of such 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 such shares 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 such shares.

Pursuant to the Class C Plan, the Tax-Free Intermediate Term Fund may make
payments to dealers and other persons, including the Adviser and its affiliates,
who may be advising investors regarding the purchase, sale or retention of Class
C shares. For the fiscal year ended June 30, 1996, Class C shares of the Tax-
Free Intermediate Term Fund paid $22,343 to the Adviser to reimburse it for
payments made to dealers and other persons who may be advising shareholders
regarding the retention of shares of the Fund.

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

GENERAL. Pursuant to the Plans, the Funds may also make payments to banks
or other financial institutions that provide shareholder services and administer
shareholder accounts. The Glass-Steagall Act prohibits banks from engaging in
the business of underwriting, selling or distributing securities. Although the
scope of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, management of the
Trust believes that the Glass- Steagall Act should not preclude a bank from
providing such services. However, state securities laws on this issue may

- 39 -

<PAGE>

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 National Association of Securities Dealers, in its Rules of Fair
Practice, places certain limitations on asset-based sales charges of mutual
funds. The Rules 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 are determined as of the close of the
regular session of trading on the New York Stock Exchange, currently 4:00 p.m.,
Eastern time. The Trust is open for business on each day the New York Stock
Exchange is open for business and on any other day when there is sufficient
trading in a Fund's investments that its net asset value might be materially
affected. The net asset value per share of each Fund is calculated by dividing
the sum of the value of the securities held by the Fund plus cash or other
assets minus all liabilities (including estimated accrued expenses) by the total
number of shares outstanding of the Fund, rounded to the nearest cent.

The Tax-Free Money Fund's portfolio securities are valued on an amortized
cost basis. In connection with the use of the amortized cost method of
valuation, the Tax-Free Money Fund maintains a dollar-weighted average portfolio
maturity of 90 days or less, purchases only United States dollar-denominated
securities having remaining maturities of thirteen months or less and invests
only in securities determined by the Board of Trustees to meet the Fund's
quality standards and to present minimal credit risks. Other assets of the Fund
are valued at their fair value as determined in good faith in accordance with

- 40 -

<PAGE>

consistently applied procedures established by and under the general supervision
of the Board of Trustees. It is anticipated, but there is no assurance, that the
use of the amortized cost method of valuation will enable the Tax-Free Money
Fund 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) 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 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."

- 41 -

<PAGE>

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 quotation of
total return may also indicate average annual compounded rates of return over
periods other than those specified for "average annual total return." These
nonstandardized returns do not include the effect of the applicable sales load
which, if included, would reduce total return. A nonstandardized quotation of
total return will always be accompanied by the Fund's "average annual total
return" as described above.

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

From time to time, the Funds may advertise their performance rankings as
published by recognized independent mutual fund statistical services such as
Lipper Analytical Services, Inc.

- 42 -

<PAGE>

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

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

<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. The Internal Revenue Service does not require your consent to any provision of this document other than the
certifications required to avoid backup withholding. Check box if appropriate:
[ ] I am exempt from backup withholding under the provisions of section 3406(a)(1)(c) of the Internal Revenue Code; or I am not
subject to backup withholding because I have not been notified that I am subject to backup withholding as a result of a failure to
report all interest or dividends; or the Internal Revenue Service has notified me that I am no longer subject to backup withholding.
[ ] I certify under penalties of perjury that a Taxpayer Identification Number has not been issued to me and I have mailed or
delivered an application to receive a Taxpayer Identification Number to the Internal Revenue Service Center or Social Security
Administration Office. I understand that if I do not provide a Taxpayer Identification Number within 60 days that 31% of all
reportable payments will be withheld until I provide a number.
___________________________________________________________________________________________________________________

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

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

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

Bank Account Number ____________________________________________
Bank Routing Transit Number

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

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

Account Number/Name Account Number/Name
___________________________________________________________- ________________________________________________________

___________________________________________________________- ________________________________________________________

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

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

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

_______________________________________________________________- ________________________________________________________

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

___________________________________________________________- ________________________________________________________

Title of Corporate Officer, Trustee, etc. Date

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

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

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

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

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

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

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

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

Please attach a voided check for the Automatic Investment Plan.

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

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

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

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

Please Select Payment Method (Check One):

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

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

_______________________________________________________________________________________
Bank ABA# Account # Account Name

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

Name of payee_____________________________________________________________________________________________________________

Please send to: __________________________________________________________________________________________________________
Street address City State Zip
____________________________________________________________________________________________________________________________

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

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

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

Certificate

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

____________________________________________________________________________________________________________________________
(Name of Organization)

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

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

Name Title

________________________________________________________________ _______________________________________________________

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

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

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

</TABLE>
<PAGE>

- 43 -

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
Dale P. Brown
Gary W. Heldman
H. Jerome Lerner
Robert H. Leshner
Richard A. Lipsey
Donald J. Rahilly
Fred A. Rappoport
Oscar P. Robertson
Robert B. Sumerel

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

- 44 -

<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......................................................

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.

- 45 -

<PAGE>

PROSPECTUS
November 1, 1996

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. See "Investment Objective and Policies
- - Insurance".

THE FUND IS A NON-DIVERSIFIED SERIES AND MAY INVEST A SIGNIFICANT
PERCENTAGE OF ITS ASSETS IN A SINGLE ISSUER. THEREFORE, AN INVESTMENT IN THE
FUND MAY BE RISKIER THAN AN INVESTMENT IN OTHER TYPES OF MUTUAL FUNDS.

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.

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

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

This Prospectus sets forth concisely the information about the Fund that
you should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated November 1, 1996 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
Redemption Fee None** None**

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

Annual Fund Operating Expenses (as a percentage of average net assets)
Class A Class C
Shares Shares
------- --------
Management Fees .50% .50%
12b-1 Fees(A) .02% .54%
Other Expenses .23% .46%
----- ------
Total Fund Operating Expenses .75% 1.50%
====== =======
(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 are based
on amounts incurred during the most recent fiscal year except that 12b-1 Fees
for Class C shares have been restated to reflect an anticipated increase in
distribution expenses to be incurred by such shares during 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 investment, assuming
(1) 5% annual return and (2) redemption at the end of each time period:

1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
Class A Shares. . . . . .$ 47 $ 63 $ 80 $ 129
Class C Shares. . . . . .$ 25 $ 47 $ 81 $ 177

- 2 -

<PAGE>

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, 1996 and related auditors' report appear in the Statement of Additional
Information of the Fund, which can be obtained by shareholders at no charge by
calling MGF Service Corp. (Nationwide call toll-free 800-543-0407, in Cincinnati
call 629-2050) or by writing to the Trust at the address on the front of this
Prospectus.

<TABLE>
===================================================================================================================

Per Share Data for a Share Outstanding Throughout Each Year
===================================================================================================================
CLASS A

Year Ended June 30,

<C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987

Net asset value at
beginning of year. $11.99 $11.74 $12.41 $11.67 $11.13 $10.96 $11.11 $10.85 $10.91 $10.94

Income from investment
operations:
Net investment income.0.62 0.63 0.61 0.65 0.70 0.68 0.74 0.76 0.77 0.76
Net realized and
unrealized gains (losses)
on investments... (0.02) 0.25 (0.64) 0.74 0.54 0.17 (0.15) 0.26 (0.06) (0.03)

Total from investment
operations ....... 0.60 0.88 (0.03) 1.39 1.24 0.85 0.59 1.02 0.71 0.73

Less distributions:
Distributions from net
investment income... (0.62) (0.63) (0.61) (0.65) (0.70) (0.68) (0.74) (0.76) (0.77) (0.76)
Distributions from net
realized gains.... - - (0.03) - - - - - - -

Total distributions... (0.62) (0.63) (0.64) (0.65) (0.70) (0.68) (0.74) (0.76) (0.77) (0.76)

Net asset value at
end of year....... $11.97 $11.99 $11.74 $12.41 $11.67 $11.13 $10.96 $11.11 $10.85 $10.91
====== ====== ====== ====== ====== ====== ====== ====== ====== ======

Total return(A) ... 5.05% 7.75% (0.41%) 12.24% 11.55% 7.98% 5.53% 9.75% 6.80% 6.73%
===== ===== ====== ====== ====== ====== ===== ===== ===== =====
Net assets at
end of year (000's) $75,938 $71,393 $79,889 $81,101 $49,288 $20,791 $16,928 $17,741 $11,822 $17,534

Ratio of expenses to average
net assets(B) 0.75% 0.75% 0.75% 0.75% 0.60% 1.07% 1.02% 1.15% 1.28% 1.06%

Ratio of net investment
income to average
net assets........ 5.12% 5.35% 4.94% 5.35% 6.10% 6.14% 6.74% 6.96% 7.21% 6.77%

Portfolio turnover rate 46% 29% 45% 15% 3% 86% 29% 49% 19% 24%

(A)The total returns shown do not include the effect of applicable sales loads.
(B)Absent fee waivers and/or expense reimbursements by the Adviser, the ratio of expenses to average net
assets would have been 0.77%, 0.77%,1.07%,1.52% and 1.20% for the years ended June 30, 1995, 1992, 1990,
1988 and 1987, respectively.
</TABLE>
<PAGE>
<TABLE>
Per Share Data for a Share Outstanding Throughout Each Period
===================================================================================================================
CLASS C
<C> <C> <C> <C>
From Date of
Public Offering
Year Ended June 30, (Nov. 1, 1993)
----------------------- through
1996 1995 June 30, 1994

Net asset value at beginning of period.................. $ 12.00 $ 11.74 $ 12.62

Income from investment operations:
Net investment income................................ 0.56 0.57 0.36
Net realized and unrealized gains (losses) on investments (0.03) 0.26 (0.85)

Total from investment operations........................ 0.53 0.83 (0.49)

Less distributions:
Distributions from net investment income............. (0.56) (0.57) (0.36)
Distributions from net realized gains................ - - (0.03)

Total distributions..................................... (0.56) (0.57) (0.39)

Net asset value at end of period........................ $ 11.97 $ 12.00 $ 11.74
======= ======= ========

Total return(A) ........................................ 4.44% 7.31% (6.05%)(C)
===== ===== =======

Net assets at end of period (000's)..................... $ 3,972 $ 4,165 $ 2,659
======= ========= ========

Ratio of expenses to average net assets(B) ............. 1.25% 1.25% 1.22% (C)

Ratio of net investment income to average net assets.... 4.62% 4.84% 4.09% (C)

Portfolio turnover rate................................. 46% 29% 45% (C)

</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."

- 5 -

<PAGE>

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.

- 6 -

<PAGE>

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

- 7 -

<PAGE>

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.

- 8 -

<PAGE>

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

- 9 -

<PAGE>

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, MBIA Insurance Corp., AMBAC Indemnity Corp.,
Financial Guaranty Insurance Company and Financial Security Assurance Inc. The
Fund may also purchase insurance from, or obligations insured by, other
insurance companies provided that such companies have a claims-paying ability
rated AAA by Standard and Poor's or Aaa by Moody's. There can be no assurance
that any insurer will be able to meet its obligations under an insurance policy.

Risk Factors

The market value of investments available to the Fund, and therefore
the Fund's yield and net asset value, will fluctuate due to changes in interest
rates, economic conditions, quality ratings and other factors beyond the control
of the Adviser. The Fund's portfolio securities are subject to price
fluctuations based upon changes in the level of interest rates, which will
generally result in all those securities changing in price in the

- 10 -

<PAGE>

same way, i.e., all those securities experiencing appreciation when interest
rates decline and depreciation when interest rates rise. In addition, in
instances where a security is not insured, the financial condition of an issuer
or adverse changes in general economic conditions, or both, may impair the
issuer's ability to make payments of interest and principal. There is no limit
on the percentage of a single issue of tax-exempt obligations that the Fund may
own. If the Fund holds a significant portion of the obligations of an issuer,
there may not be a readily available market for the obligations. Reduced
diversification could involve an increased risk to the Fund should an issuer of
an uninsured obligation be unable to make interest or principal payments or
should the market value of Ohio Obligations decline.

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

- 11 -

<PAGE>

motor vehicles and equipment, steel, rubber products and household appliances.
As a result, economic activity in Ohio tends to be more cyclical than in some
other states and in the nation as a whole. However, during the last decade, the
State has experienced steady growth and diversification of employment and
earnings. Statewide employment increased 3% between 1990 and 1995 and Ohio's
unemployment rate since 1991 has remained below that of the nation. Ohio remains
highly industrialized, but the manufacturing component of the economy in 1995
represents only 21.1% of employment, compared to 28.9% in 1980. This is still
above the national average of 15.9%. Although manufacturing is expected to slow
in the future, growth in nonmanufacturing output and employment, led by the
financial services, distribution and trade sectors, has contributed to greater
stability in the State's economy. Economic problems, including high
unemployment, have had and may have varying effects on the different geographic
areas of the State and the political subdivisions located therein. While Ohio
has in the past experienced budget shortfalls due to weak revenue results and
higher-than-budgeted human services expenditures, improved economic performance
has enabled the State to accumulate sizable financial reserves. The State's
unaudited financial statements indicate a $500 million operating surplus for
fiscal 1996 as a result of tax revenues exceeding forecasts and spending below
budgeted amounts. 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 values and marketability 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.

- 12 -

<PAGE>

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.

- 13 -

<PAGE>

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

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.

- 14 -

<PAGE>

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

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

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

- 15 -

<PAGE>

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

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

BORROWING AND PLEDGING. As a temporary measure for extraordinary or
emergency purposes, the Fund may borrow money from banks or other persons in an
amount not exceeding 10% of its total assets. The Fund may pledge assets in
connection with borrowings but will not pledge more than 10% of its total
assets. The Fund will not make any additional purchases of portfolio securities
while borrowings are outstanding. Borrowing magnifies

- 16 -

<PAGE>

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.

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.

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

- 17 -

<PAGE>

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

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

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

SALES LOAD ALTERNATIVES

The Fund offers two classes of shares which may be purchased at the
election of the purchaser. The two classes of shares each represent interests in
the same portfolio of investments of the Fund, have the same rights and are
identical in all material respects except that (i) Class C shares bear the
expenses of higher distribution fees; (ii) certain other class specific expenses
will be borne solely by the class to which such expenses are attributable,
including transfer agent fees attributable to a specific class of shares,
printing and postage expenses related to preparing and distributing materials to
current shareholders of a specific class, registration fees incurred by a
specific class of shares, the expenses of administrative personnel and services
required to support the shareholders of a specific class, litigation or other
legal expenses relating to a class of

- 18 -

<PAGE>

shares, Trustees' fees or expenses incurred as a result of issues relating to a
specific class of shares and accounting fees and expenses relating to a specific
class of shares; and (iii) each class has exclusive voting rights with respect
to matters relating to its own distribution arrangements. The net income
attributable to Class C shares and the dividends payable on Class C shares will
be reduced by the amount of the incremental expenses associated with the
distribution fee. See "Distribution Plans." Shares of the Fund purchased prior
to November 1, 1993 are Class A shares.

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

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.

- 19 -

<PAGE>

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 5 years, the investor might
consider purchasing Class A shares. This example does not take into account the
time value of money which reduces the impact of the higher ongoing Class C
distribution fees, fluctuations in net asset value or the effect of different
performance assumptions.

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

Class A Shares

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

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

- 20 -

<PAGE>

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*

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

REDUCED SALES LOAD. A "purchaser" (defined below) may use
the Right of Accumulation to combine the cost or current net asset value
(whichever is higher) of his existing Class A shares

- 21 -

<PAGE>

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.

- 22 -

<PAGE>

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

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

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

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

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<PAGE>

Class C Shares

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

- 24 -

<PAGE>

gains distributions or to the extent the amount redeemed is derived from
increases in the value of the account above the amount of purchase payments
subject to the deferred sales load.

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

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

- 25 -

<PAGE>

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 Fund
while the plan is in effect are generally undesirable because a sales load is
incurred whenever purchases are made.

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

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

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

- 26 -

<PAGE>

HOW TO REDEEM SHARES

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

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

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

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

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

Shares are redeemed at their net asset value per share next determined
after receipt by MGF Service Corp. of a proper

- 27 -

<PAGE>

redemption request in the form described above, less any applicable contingent
deferred sales load. Payment is normally made within three business days after
tender in such form, provided that payment in redemption of shares purchased by
check will be effected only after the check has been collected, which may take
up to fifteen days from the purchase date. To eliminate this delay, you may
purchase shares of the Fund by certified check or wire.

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

EXCHANGE PRIVILEGE

Shares of the Fund and of any other fund distributed by the Adviser may
be exchanged for each other.

Class A shares of the Fund which are not subject to a contingent
deferred sales load may be exchanged for Class A

- 28 -

<PAGE>

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

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

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

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

- 29 -

<PAGE>

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.

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.

- 30 -

<PAGE>

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

TAXES

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

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.

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.

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.

- 31 -

<PAGE>

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.

- 32 -

<PAGE>

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 45202 (the "Adviser"), to manage the Fund's investments
and its business affairs. The Adviser was organized in 1974 and is also the
investment adviser to five other series of the Trust, five series of Midwest
Trust and four series of Midwest Strategic Trust. The Adviser is a subsidiary of
Leshner Financial, Inc., of which Robert H. Leshner is the controlling
shareholder. The Fund pays the Adviser a fee equal to the annual rate of .5% of
the average value of its daily net assets up to $100 million; .45% of such
assets from $100 million to $200 million; .4% of such assets from $200 million
to $300 million; and .375% of such assets in excess of $300 million.

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

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

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

- 33 -

<PAGE>

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.

- 34 -

<PAGE>

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 such shares 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 such 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, 1996, Class A shares of the Fund paid $9,815 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

- 35 -

<PAGE>

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 such 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 such shares 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 such shares.

Pursuant to the Class C Plan, the Fund may make payments to dealers and
other persons, including the Adviser and its affiliates, who may be advising
investors regarding the purchase, sale or retention of Class C shares. For the
fiscal year ended June 30, 1996, Class C shares of the Fund paid $12,009 to the
Adviser to reimburse it for payments made to dealers and other persons who may
be advising shareholders regarding the retention of shares of the Fund.

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

GENERAL. Pursuant to the Plans, the Fund may also make payments to
banks or other financial institutions that provide shareholder services and
administer shareholder accounts. The Glass-Steagall Act prohibits banks from
engaging in the business of underwriting, selling or distributing securities.
Although the scope of this prohibition under the Glass-Steagall Act has not been
clearly defined by the courts or appropriate regulatory

- 36 -

<PAGE>

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.

The National Association of Securities Dealers, in its Rules of Fair
Practice, places certain limitations on asset-based sales charges of mutual
funds. These Rules 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 Class C shares and the public offering price (net asset value
plus applicable sales load) of Class A shares of the Fund are 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

- 37 -

<PAGE>

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

- 38 -

<PAGE>

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

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

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

- 39 -

<PAGE>

<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
___________________________________________________________________________________________________________________

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.
____________________________________________________________________________________________________________________________

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.)

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

_______________________________________________________________- ________________________________________________________

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

___________________________________________________________- ________________________________________________________

Title of Corporate Officer, Trustee, etc. Date

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

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

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

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

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

Please attach a voided check for the Automatic Investment Plan.

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

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

Please Indicate Withdrawal Schedule (Check One):

Please Select Payment Method (Check One):

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

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

_______________________________________________________________________________________
Bank ABA# Account # Account Name

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

Name of payee_____________________________________________________________________________________________________________

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

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

Certificate

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

____________________________________________________________________________________________________________________________
(Name of Organization)

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

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

Name Title

________________________________________________________________ _______________________________________________________

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

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

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

</TABLE>
<PAGE>

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
Dale P. Brown
Gary W. Heldman
H. Jerome Lerner
Robert H. Leshner
Richard A. Lipsey
Donald J. Rahilly
Fred A. Rappoport
Oscar P. Robertson
Robert B. Sumerel

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

- 40 -

<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........................................................

<PAGE>

PROSPECTUS
November 1, 1996

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

OHIO TAX-FREE MONEY FUND

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

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

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

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,
1996 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

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

Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees .46%
12b-1 Fees .19%(A)
Other Expenses .10%
----
Total Fund Operating Expenses .75%
====
(A)The Fund may incur 12b-1 fees in an amount up to .25% of its average net
assets.

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

Example 1 Year 3 Years 5 Years 10 Years
------- ------ ------- ------- --------
You would pay the following
expenses on a $1,000 invest-
ment, assuming (1) 5% annual
return and (2) redemption at
the end of each time period: $ 8 $ 24 $ 42 $ 93

<PAGE>
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, 1996 and related auditors' report appear in the Statement of Additional
Information of the Fund, which can be obtained by shareholders at no charge by
calling MGF Service Corp. (Nationwide call toll-free 800-543-0407, in Cincinnati
call 629-2050) or by writing to the Trust at the address on the front of this
Prospectus.

<TABLE>
Per Share Data for a Share Outstanding Throughout Each Period
================================================================================================================
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
From
Date of
Public
Offering
From (Oct. 22,
Sept. 1, 1987)
Year Ended June 30, 1988 through
through Aug. 31,
June 30, 31,
1996 1995 1994 1993 1992 1991 1990 1989 1988
----------------------------------------------------------------------------------
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

Net investment income....... 0.031 0.031 0.020 0.022 0.034 0.048 0.055 0.047 0.040

Distributions from net
investment income ........ (0.031) (0.031) (0.020) (0.022) (0.034) (0.048) (0.055) (0.047) (0.040)

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

Total return............. 3.14% 3.12% 1.99% 2.19% 3.52% 4.99% 5.62% 5.77%(B) 4.51%(B)
====== ====== ===== ====== ====== ===== ====== ====== ======

Net assets at end
of period (000's)........ $240,323 $226,606 $213,001 $221,775 $218,503 $204,034 $124,145 $78,241 $ 62,777
======== ======== ======= ======= ======= ======= ======= ====== =======

Ratio of expenses to
average net assets(A) ... 0.75% 0.74% 0.73% 0.74% 0.75% 0.77% 0.75% 0.71%(B) 0.62%(B)
Ratio of net investment income to
average net assets........ 3.09% 3.08% 1.97% 2.16% 3.43% 4.80% 5.47% 5.64%(B) 4.66%(B)

(A) Absent fee waivers by the Adviser, the ratio of expenses to average net assets would have been 0.85%(B)
and 1.02%(B) for the periods ended June 30, 1989 and August 31, 1988, respectively.
(B) Annualized.
</TABLE>

- 3 -

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

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

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

- 4 -

<PAGE>

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

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

- 5 -

<PAGE>

investment company and will not purchase more than 3% of the outstanding voting
securities of any investment company. The Fund will only invest in securities of
other investment companies which hold themselves out to be money market funds.

Ohio Obligations

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

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

- 6 -

<PAGE>

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

Risk Factors

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

- 7 -

<PAGE>

market for the obligations. Reduced diversification could involve an increased
risk to the Fund should an issuer be unable to make interest or principal
payments or should the market value of Ohio Obligations decline.

There are also risks of reduced diversification because the Fund
invests primarily in obligations of issuers within a single state. The Fund is
more likely to invest its assets in the securities of fewer issuers because of
the relatively smaller number of issuers of Ohio Obligations. The Fund's
performance is closely tied to conditions within the State of Ohio and to the
financial condition of the State and its authorities and municipalities. The
economy in the State of Ohio is reliant in part upon durable goods
manufacturing, largely concentrated in motor vehicles and equipment, steel,
rubber products and household appliances. As a result, economic activity in Ohio
tends to be more cyclical than in some other states and in the nation as a
whole. However, during the last decade, the State has experienced steady growth
and diversification of employment and earnings. Statewide employment increased
3% between 1990 and 1995 and Ohio's unemployment rate since 1991 has remained
below that of the nation. Ohio remains highly industrialized, but the
manufacturing component of the economy in 1995 represents only 21.1% of
employment, compared to 28.9% in 1980. This is still above the national average
of 15.9%. Although manufacturing is expected to slow in the future, growth in
nonmanufacturing output and employment, led by the financial services,
distribution and trade sectors, has contributed to greater stability in the
State's economy. Economic problems, including high unemployment, have had and
may have varying effects on the different geographic areas of the State and the
political subdivisions located therein. While Ohio has in the past experienced
budget shortfalls due to weak revenue results and higher-than-budgeted human
services expenditures, improved economic performance has enabled the State to
accumulate sizable financial reserves. The State's unaudited financial
statements indicate a $500 million operating surplus for fiscal 1996 as a result
of tax revenues exceeding forecasts and spending below budgeted amounts.
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 values and
marketability of the Ohio Obligations held by the Fund or the ability of a
specific issuer to make interest or principal payments.

- 8 -

<PAGE>

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

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

Other Investment Techniques

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

- 9 -

<PAGE>

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 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.

- 10 -

<PAGE>

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

- 11 -

<PAGE>

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

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

HOW TO PURCHASE SHARES

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

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

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.

- 12 -

<PAGE>

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 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 to the "Ohio
Tax-Free Money Fund." Bank wires should be sent as outlined above. You may also
make additional investments at the Trust's offices at 312 Walnut Street, 21st
Floor, Cincinnati, Ohio 45202. Each additional purchase request must contain the
name of your account and your account number to permit proper crediting to your
account. While there is no minimum amount required for subsequent investments,
the Trust reserves the right to impose such requirement.

- 13 -

<PAGE>

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

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.

- 14 -

<PAGE>

HOW TO REDEEM SHARES

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

A contingent deferred sales load may be imposed on a redemption of
shares of the Fund if such shares had previously been acquired in connection
with an exchange from another fund in the Midwest Group which imposes a
contingent deferred sales load, as described in the Prospectus of such other
fund.

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

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

- 15 -

<PAGE>

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 to be redeemed and your account number. The request must be signed
exactly as your name appears on the Trust's account records. If the shares to be
redeemed have a value of $25,000 or more, your signature must be guaranteed by
any of the eligible guarantor institutions outlined above.

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

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

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

- 16 -

<PAGE>

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

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

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

EXCHANGE PRIVILEGE

Shares of the Fund and of any other fund distributed by the Adviser may
be exchanged for each other. A sales load will be imposed equal to the excess,
if any, of the sales load rate applicable to the shares being acquired over the
sales load rate, if any, previously paid on the shares being exchanged.

- 17 -

<PAGE>

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

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

DIVIDENDS AND DISTRIBUTIONS

- 18 -

<PAGE>

will distribute them at least once each year. The Fund will, at the time
dividends are paid, designate as tax-exempt the same percentage of the
distribution as the actual tax-exempt income earned during the period covered by
the distribution bore to total income earned during the period; the percentage
of the distribution which is tax-exempt may vary from distribution to
distribution.

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

TAXES

- 19 -

<PAGE>

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

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

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

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

OPERATION OF THE FUND

- 20 -

<PAGE>

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

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.

- 21 -

<PAGE>

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

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

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

DISTRIBUTION PLAN

- 22 -

<PAGE>

the purchase, sale or retention of Fund shares; expenses of maintaining
personnel who engage in or support distribution of shares or who render
shareholder support services not otherwise provided by MGF Service Corp.;
expenses of formulating and implementing marketing and promotional activities,
including direct mail promotions and mass media advertising; expenses of
preparing, printing and distributing sales literature and prospectuses and
statements of additional information and reports for recipients other than
existing shareholders of the Fund; expenses of obtaining such information,
analyses and reports with respect to marketing and promotional activities as the
Trust may, from time to time, deem advisable; and any other expenses related to
the distribution of the Fund's shares.

Pursuant to the Plan, the Fund may make payments to dealers and other
persons, including the Adviser and its affiliates, who may be advising investors
regarding the purchase, sale or retention of shares of the Fund. For the fiscal
year ended June 30, 1996, the Fund paid $444,000 to the Adviser to reimburse it
for payments made to dealers and other persons who may be advising shareholders
regarding the retention of shares of the Fund.

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

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

- 23 -

<PAGE>

be lower than to those shareholders who do not. The Fund may from time to time
purchase securities issued by banks which provide such services; however, in
selecting investments for the Fund, no preference will be shown for such
securities.

CALCULATION OF SHARE PRICE

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

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

PERFORMANCE INFORMATION

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

- 25 -

<PAGE>

<TABLE>

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

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

[ ] Check or draft enclosed payable to the Fund.

[ ] Bank Wire From: _________________________________________________________________________________________________

[ ] Exchange From: _________________________________________________________________________________________________
(Fund Name) (Fund Account Number)
<S> <C>
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
<C> <C> <C>
Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

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

DISTRIBUTIONS (Distributions are reinvested if no choice is indicated)

[ ] Reinvest all distributions

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

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

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

Bank Account Number ____________________________________________Bank Routing Transit Number ________________________________

Name of Account Holder _____________________________________________________________________________________________________

Bank Name ______________________________________________________Bank Address________________________________________________
City State

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

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

________________________________________________________________ _________________________________________________________
Title of Corporate Officer, Trustee, etc. Date

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

AUTOMATIC INVESTMENT PLAN (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

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

Please Indicate Withdrawal Schedule (Check One):

Please Select Payment Method (Check One):

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

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

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

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

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

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

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

Name of payee_____________________________________________________________________________________________________________

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

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

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

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

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

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

incorporated or formed under the laws of ___________________________________________________________________________________
(State)

Name Title

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

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

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

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

<PAGE>

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
Dale P. Brown
Gary W. Heldman
H. Jerome Lerner
Robert H. Leshner
Richard A. Lipsey
Donald J. Rahilly
Fred A. Rappoport
Oscar P. Robertson
Robert B. Sumerel

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

- 26 -

<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 Plan. . . . .....................................................
Calculation of Share Price ...................................................
Performance Information.......................................................

<PAGE>

PROSPECTUS
November 1, 1996

CALIFORNIA TAX-FREE MONEY FUND

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

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

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

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

This Prospectus sets forth concisely the information about the Fund
that you should know before investing. Please retain this Prospectus for future
reference. A Statement of Additional Information dated November 1, 1996 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

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

Annual Fund Operating Expenses (as a percentage of average net assets)
Management Fees After Waivers .48%(A)
12b-1 Fees .03%(B)
Other Expenses .29%
----
Total Fund Operating Expenses After Waivers .80%(C)
====

(A)Absent waivers of management fees, such fees would have been .50% for the
fiscal year ended June 30, 1996.
(B)The Fund may incur 12b-1 fees in an amount up to .25% of its average net
assets.
(C)Absent waivers of management fees, total Fund operating expenses would have
been .82% for the fiscal year ended June 30, 1996.

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

Example
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------

You would pay the following
expenses on a $1,000
investment, assuming (1)
5% annual return and (2)
redemption at the end
of each time period: $ 8 $ 26 $ 44 $ 99

- 2 -

<PAGE>

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, 1996 and related auditors' report appear in the Statement of Additional
Information of the Fund, which can be obtained by shareholders at no charge by
calling MGF Service Corp. (Nationwide call toll-free 800-543-0407, in Cincinnati
call 629-2050) or by writing to the Trust at the address on the front of this
Prospectus.

PER SHARE DATA FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<C> <C> <C> <C> <C> <C> <C>
FROM DATE
OF PUBLIC
OFFERING
(JULY 25,
1989)
THROUGH
YEAR ENDED JUNE 30, JUNE 30,
----------------------------------------
1996 1995 1994 1993 1992 1991 1990
-----------------------------------------------------------

Net asset value at
beginning of period..............$1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
------ ------ ------ ------ ------- ----- ------

Net investment income...............0.029 0.029 0.019 0.022 0.035 0.046 0.053
----- ----- ----- ----- ------ ----- -----

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

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

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

Net assets at end
of period (000's)................$36,122 $19,525 $24,508 $34,487 $21,246 $13,524 $12,205
======= ======= ======= ======= ======= ======= =======

Ratio of expenses to
average net assets(A)..............0.80% 0.70% 0.60% 0.56% 0.34% 0.40% 0.08%(B)

Ratio of net investment
income to average net
assets......................... ...2.88% 2.83% 1.90% 2.22% 3.49% 4.56% 5.65%(B)

(A) Absent fee waivers and/or expense reimbursements by the Adviser, the
ratio of expenses to average net assets would have been 0.82%, 0.85%,
0.86%, 0.85%, 0.89%, 1.01% and 1.15%(B) for the periods ended June 30,
1996, 1995, 1994, 1993, 1992, 1991 and 1990, respectively.
(B) Annualized.
</TABLE>

- 3 -

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

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

Municipal Obligations

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

- 4 -

<PAGE>

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

Basic Investment Policies

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

The Fund seeks to achieve its investment objective by investing in
high-quality, short-term Municipal Obligations determined by the Adviser, under
the direction of the Board of Trustees, to present minimal credit risks. The
Fund will purchase only obligations that enable it to employ the amortized cost
method of valuation. Under the amortized cost method of valuation, the Fund's
obligations are valued at original cost adjusted for amortization of premium or
accumulation of discount, rather than valued at market. This method should
enable the Fund to maintain a stable net asset value per share. The Fund will
invest in obligations which have received a short-term rating in

- 5 -

<PAGE>

one of the two highest categories by any two nationally recognized statistical
rating organizations ("NRSROs") or by any one NRSRO if the obligation is rated
by only that NRSRO. These standards must be satisfied at the time an investment
is made. If an obligation ceases to meet these standards, or if the Board of
Trustees believes such obligation no longer presents minimal credit risks, the
Trustees will cause the Fund to dispose of the obligation as soon as
practicable. The Statement of Additional Information describes ratings of the
NRSROs.

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

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

- 6 -

<PAGE>

deposit and other bank debt instruments, commercial paper, obligations issued by
the U.S. Government or any of its agencies or instrumentalities and repurchase
agreements. Interest earned from such investments will be taxable to investors.
Except for temporary defensive purposes, at no time will more than 20% of the
value of the Fund's net assets be invested in taxable obligations. Under normal
market conditions, the Fund anticipates that not more than 5% of the value of
its net assets will be invested in any one type of taxable obligation. Taxable
obligations are more fully described in the Statement of Additional Information.

Risk Factors

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

- 7 -

<PAGE>

realistic than in prior years. Nevertheless, the state's cash position remains
poor, as general fund operating deficits since 1990 have resulted in a fiscal
1996 accumulated deficit of $1.4 billion. Despite the increase in jobs, the
state has experienced a long-term decline in its above-average income relative
to the nation. The state's financial condition has been hampered by certain
structural elements. These include, Proposition 98 which requires a mandated
minimum percentage of general fund revenues to be used towards education, new
sentencing laws which have led to a growing prison population, local
infrastructure needs and the need to borrow to cover loans to schools. On
December 6, 1994, Orange County, California filed for Chapter 9 bankruptcy after
it was discovered that the County Treasurer had practiced investment techniques
that were not prudent with the fiduciary guidelines for County co-mingled funds.
The county emerged from bankruptcy in 1996 and has issued post-bankruptcy
recovery bonds in order to pay its outstanding debt and to fund bankruptcy-
related and operating costs. A portion of the new debt is insured and carries an
"AAA" rating by S&P. The upgraded rating in Orange County's debt reflects its
success in restraining expenses and forecasting revenues since the bankruptcy
filing, as well as the adoption of a conservative investment policy and the
establishment of an investment oversight committee. However, the county's
general fund remains vulnerable with virtually no tolerance for contingencies,
and has already undergone sharp reductions. The county's financial flexibility
is further constrained by its severely limited revenue-raising capacity.

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

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

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<PAGE>

enacted that would treat a type of Municipal Obligation as taxable, the Fund
would treat such security as a permissible taxable investment within the
applicable limits set forth herein.

Other Investment Techniques

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

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

FLOATING AND VARIABLE RATE OBLIGATIONS. The Fund may invest in floating
or variable rate Municipal Obligations. Floating rate obligations have an
interest rate which is fixed to a specified interest rate, such as a bank prime
rate, and is automatically adjusted when the specified interest rate changes.
Variable rate obligations have an interest rate which is adjusted at specified
intervals to a specified interest rate. Periodic interest rate adjustments help
stabilize the obligations' market values. The Fund may purchase these
obligations from the issuers or may purchase participation interests in pools of
these obligations from banks or other financial institutions. Variable and
floating rate obligations usually carry demand features that permit the Fund to
sell the obligations back to the issuers or to financial intermediaries at par
value plus accrued interest upon not more than 30 days' notice at any time or
prior to specific dates. Certain of these variable rate obligations, often
referred to as "adjustable rate put bonds," may have a demand feature
exercisable on specific dates once or twice each year. The Fund will not invest
more than 10% of its net assets in floating or variable rate obligations as to
which the Fund cannot exercise the demand feature on not more than seven days'
notice

- 9 -

<PAGE>

if the Adviser, under the direction of the Board of Trustees, determines that
there is no secondary market available for these obligations and all other
illiquid securities. If the Fund invests a substantial portion of its assets in
obligations with demand features permitting sale to a limited number of
entities, the inability of the entities to meet demands to purchase the
obligations could affect the Fund's liquidity. However, obligations with demand
features frequently are secured by letters of credit or comparable guarantees
that may reduce the risk that an entity would not be able to meet such demands.
In determining whether an obligation secured by a letter of credit meets the
Fund's quality standards, the Adviser will ascribe to such obligation the same
rating given to unsecured debt issued by the letter of credit provider. In
looking to the creditworthiness of a party relying on a foreign bank for credit
support, the Adviser will consider whether adequate public information about the
bank is available and whether the bank may be subject to unfavorable political
or economic developments, currency controls or other governmental restrictions
affecting its ability to honor its credit commitment.

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

LENDING PORTFOLIO SECURITIES. The Fund may make short-term loans of its
portfolio securities to banks, brokers and dealers. Lending portfolio securities
exposes the Fund to the risk that the borrower may fail to return the loaned
securities or may not be able to provide additional collateral or that the Fund
may experience delays in recovery of the loaned securities or loss of rights in
the collateral if the borrower fails financially. To minimize these risks, the
borrower must agree to maintain collateral marked to market daily, in the form
of cash and/or liquid high-grade debt obligations, with the Fund's Custodian in
an amount at least equal to the market value of the loaned securities. The Fund
will limit the amount of its loans of portfolio securities to no more than 25%
of its net assets. This

- 10 -

<PAGE>

lending policy may not be changed by the Fund without the affirmative vote of a
majority of its outstanding shares.

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

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

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

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<PAGE>

HOW TO PURCHASE SHARES

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

You 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.

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.

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<PAGE>

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 to the
"California Tax-Free Money Fund." Bank wires should be sent as outlined above.
You may also make additional investments at the Trust's offices at 312 Walnut
Street, 21st Floor, Cincinnati, Ohio 45202. Each additional purchase request
must contain the name of your account and your account number to permit proper
crediting to your account. While there is no minimum amount required for
subsequent investments, the Trust reserves the right to impose such requirement.

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.

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<PAGE>

HOW TO REDEEM SHARES

A contingent deferred sales load may be imposed on a redemption of shares
of the Fund if such shares had previously been acquired in connection with an
exchange from another fund in the Midwest Group which imposes a contingent
deferred sales load, as described in the Prospectus of such other fund.

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

- 14 -

<PAGE>

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

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

- 15 -

<PAGE>

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

- 16 -

<PAGE>

require you to close your account if at any time the value of your shares is
less than $1,000 (based on actual amounts invested, unaffected by market
fluctuations) or such other minimum amount as the Trust may determine from time
to time. After notification to you of the Trust's intention to close your
account, you will be given thirty days to increase the value of your account to
the minimum amount.

EXCHANGE PRIVILEGE

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

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

- 17 -

<PAGE>

DIVIDENDS AND DISTRIBUTIONS

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

TAXES

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<PAGE>

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

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

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

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

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<PAGE>

OPERATION OF THE FUND

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

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<PAGE>

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.

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.

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<PAGE>

DISTRIBUTION PLAN

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

Pursuant to the Plan, the Fund may make payments to dealers and other
persons, including the Adviser and its affiliates, who may be advising investors
regarding the purchase, sale or retention of shares of the Fund. For the fiscal
year ended June 30, 1996, the Fund paid $7,000 to the Adviser to reimburse it
for payments made to dealers and other persons who may be advising shareholders
regarding the retention of shares of the Fund.

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<PAGE>

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

PERFORMANCE INFORMATION

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

- 23 -

<PAGE>

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

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

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

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

DISTRIBUTIONS (Distributions are reinvested if no choice is indicated)

[ ] Reinvest all distributions

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

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

Bank Account Number ____________________________________________Bank Routing Transit Number ________________________________

Name of Account Holder _____________________________________________________________________________________________________

Bank Name ______________________________________________________Bank Address________________________________________________
City State

- ---------------------------------------------------------------- --------------------------------------------------------
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)
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
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Name of Financial Institution (FI) Please make my automatic investment on: