SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
--
Pre-Effective Amendment No.
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Post-Effective Amendment No. 37
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and/or
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REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
--
Amendment No.
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(Check appropriate box or boxes.)
MIDWEST GROUP TAX FREE TRUST FILE NO. 2-72101 and 811-3174
- --------------------------------------------------------------------------
(Exact name of Registrant as Specified in Charter)
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
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(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, Ohio 45202
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(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 shares under the Securities Act of
1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Registrant's Rule 24f-2 Notice for the fiscal year ended June 30, 1995 was filed
with the Commission on August 29, 1995.
TOTAL NUMBER OF PAGES: 4
<PAGE>
Calculation of Registration Fee Under the Securities Act of 1933
<TABLE>
<C> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum Amount
Securities of Shares Offering Aggregate of Regis-
Being Being Price Per Offering tration
Registered Registered Unit Price Fee
- ---------- ---------- --------- --------- ---
Tax-Free Money Fund Indefinite* N/A N/A N/A
California Tax-Free Indefinite* N/A N/A N/A
Money Fund
Royal Palm Florida Indefinite* N/A N/A N/A
Tax-Free Money Fund
Tax-Free Intermediate Indefinite* N/A N/A N/A
Term Fund
Ohio Insured Tax- Indefinite* N/A N/A N/A
Free Fund
Ohio Tax-Free Money Indefinite* N/A N/A N/A
Fund
Ohio Tax-Free Money 31,299,009** $1.00 $290,000 $100
Fund
</TABLE>
* Registrant continues its election, made by the filing of its initial
Registration Statement, effective August 19, 1981, to register an
indefinite number and amount of securities under Rule 24f-2 under the
Investment Company Act of 1940. Pursuant to paragraph (b)(1) of Rule
24f-2, Registrant filed on August 29, 1995, a Rule 24f-2 Notice for the
fiscal year ended June 30, 1995.
** Registrant elects to calculate the maximum aggregate offering price of
shares of the Trust pursuant to Rule 24e-2 under the Investment Company
Act of 1940.
Royal Palm Florida
Tax-Free California Tax-Free
Money Tax-Free Money Money
Fund Fund Fund
-------- -------------- -----------------
1.Total Number of 57,041,748 90,102,140 47,644,429
Shares Redeemed
During Fiscal Year
Ended June 30, 1995
2. Number of Shares 57,041,748 90,102,140 47,644,429
Used for Reductions
Pursuant to Paragraph
(c) of Rule 24f-2
During the Fiscal
Year Ended
June 30, 1995
3. Number of Shares None None None
Used for Reduction
in this Amendment
Pursuant to Paragraph
(a)(1) of Rule 24e-2
4. Number of Shares None None None
on Which Registration
Fee is Calculated
<PAGE>
Tax-Free Ohio Ohio
Intermediate Insured Tax-Free
Term Tax-Free Money
Fund Fund Fund
-------------- ------------ -----------
1.Total Number of 62,249,603 149,133,682 532,292,513
Shares Redeemed
During Fiscal Year
Ended June 30, 1995
2. Number of Shares 62,249,603 149,133,682 501,283,504
Used for Reductions
Pursuant to Paragraph
(c) of Rule 24f-2
During the Fiscal
Year Ended
June 30, 1995
3. Number of Shares None None 31,009,009
Used for Reduction
in this Amendment
Pursuant to Paragraph
(a)(1) of Rule 24e-2
4. Number of Shares None None 290,000
on Which Registration
Fee is Calculated
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on the 28th day of
June, 1996.
MIDWEST GROUP TAX FREE TRUST
By: /s/ John F. Splain
-----------------------------------
JOHN F. SPLAIN, Attorney-in-Fact
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
/s/ Robert H. Leshner
- --------------------- President
ROBERT H. LESHNER and Trustee June 28, 1996
/s/ Mark J. Seger Treasurer June 28, 1996
- -----------------
MARK J. SEGER
*DALE P. BROWN Trustee
*GARY W. HELDMAN Trustee
*H. JEROME LERNER Trustee
*RICHARD A. LIPSEY Trustee
DONALD J. RAHILLY Trustee
*FRED A. RAPPOPORT Trustee
*OSCAR P. ROBERTSON Trustee
*ROBERT B. SUMEREL Trustee
By: /s/ John F. Splain
------------------
JOHN F. SPLAIN
Attorney-in-Fact*
June 28, 1996
<PAGE>
EXHIBIT INDEX
1. Opinion of Counsel
2. Financial Data Schedule - Ohio Tax-Free Money Fund
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS, 02109-2881
Telephone (617)570-1000
Telecopier (617)523-1231
June 28, 1996
Midwest Group Tax Free Trust
312 Walnut Street
Cincinnati, Ohio 45202-4004
Gentlemen:
This opinion is rendered by us as special Massachusetts counsel to
Midwest Group Tax Free Trust (the "Trust") in connection with the registration,
pursuant to Section 24(e) of the Investment Company Act of 1940, of 31,299,009
Shares of Beneficial Interest of the Trust's Ohio Tax-Free Money Fund described
in Post-Effective Amendment No. 37 (the "Registered Shares") to the Trust's
Registration Statement under the Securities Act of 1933, as amended.
The Trust is organized pursuant to a Restated Agreement and Declaration
of Trust under Massachusetts law as what is commonly known as a Massachusetts
business trust.
We have examined the Trust's Restated Agreement and Declaration of
Trust, its Bylaws, a Certificate of the Secretary of the Trust concerning
certain actions of the Trustees of the Trust, the text of the aforesaid
Post-Effective Amendment No. 37, and such other documents as we deem appropriate
for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that under
Massachusetts law the Registered Shares, when issued and paid for in accordance
with the Prospectus contained in the Trust's Registration Statement in effect at
the time of such issuance, will be legally issued, fully paid and nonassessable
by the Trust.
We consent to this opinion being filed as an exhibit to the aforesaid
Post-Effective Amendment No. 37.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000352667
<NAME> MIDWEST GROUP TAX FREE TRUST
<SERIES>
<NUMBER> 6
<NAME> OHIO TAX-FREE MONEY FUND
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 249,079,935
<INVESTMENTS-AT-VALUE> 248,968,561
<RECEIVABLES> 2,017,427
<ASSETS-OTHER> 51,161
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 251,037,149
<PAYABLE-FOR-SECURITIES> 1,004,198
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 843,291
<TOTAL-LIABILITIES> 1,847,489
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 249,170,673
<SHARES-COMMON-STOCK> 249,170,673
<SHARES-COMMON-PRIOR> 226,592,739
<ACCUMULATED-NII-CURRENT> 5,233
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 13,754
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 249,189,660
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 4,748,398
<OTHER-INCOME> 0
<EXPENSES-NET> 885,518
<NET-INVESTMENT-INCOME> 3,862,880
<REALIZED-GAINS-CURRENT> 140
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 3,863,020
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,857,647
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 271,684,367
<NUMBER-OF-SHARES-REDEEMED> 251,644,807
<SHARES-REINVESTED> 2,538,372
<NET-CHANGE-IN-ASSETS> 22,583,305
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 13,614
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 547,899
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 885,518
<AVERAGE-NET-ASSETS> 234,235,924
<PER-SHARE-NAV-BEGIN> 1.00
<PER-SHARE-NII> .016
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> .016
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 1.00
<EXPENSE-RATIO> .75
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
