U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
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1. Name and address of issuer:
Midwest Group Tax Free Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
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2. Name of each series or class of funds for which this notice is
filed:
Ohio Tax-Free Money Fund
Tax-Free Money Fund
California Tax-Free Money Fund
Royal Palm Florida Tax-Free Money Fund Class A
Royal Palm Florida Tax-Free Money Fund Class B
Tax-Free Intermediate Term Fund Class A
Tax-Free Intermediate Term Fund Class C
Ohio Insured Tax-Free Fund Class A
Ohio Insured Tax-Free Fund Class C
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3. Investment Company Act File Number: 811-3174
Securities Act File Number: 2-72101
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4. Last day of fiscal year for which this notice is filed;
June 30, 1996
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5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
[ ]
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6. Date of termination of issuer's declaration under rule
24f-2(a)(1), if applicable (see Instruction A.6):
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7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
None
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8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
31,299,009 shares of the Ohio Tax-Free Money Fund
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9. Number and aggregate sale price of securities sold during the
fiscal year:
NUMBER
OF SHARES SALE PRICE
------------ ------------
Ohio Tax-Free Money Fund 565,969,095 $565,969,095
Tax-Free Money Fund 49,546,956 $ 49,546,956
California Tax-Free Money Fund 119,659,991 $119,659,991
Royal Palm Florida Tax-Free Money Fund Cl A 51,380,671 $ 51,380,671
Royal Palm Florida Tax-Free Money Fund Cl B 19,950,303 $ 19,950,303
Tax-Free Intermediate Term Fund Class A 1,417,723 $ 15,528,848
Tax-Free Intermediate Term Fund Class C 292,369 $ 3,208,583
Ohio Insured Tax-Free Fund Class A 12,319,913 $149,454,410
Ohio Insured Tax-Free Fund Class C 99,911 $ 1,212,806
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ISSUER TOTALS 820,636,932 $975,911,663
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10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule
24f-2:
NUMBER
OF SHARES SALE PRICE
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Ohio Tax-Free Money Fund 534,670,086 $534,670,086
Tax-Free Money Fund 49,546,956 $ 49,546,956
California Tax-Free Money Fund 119,659,991 $119,659,991
Royal Palm Florida Tax-Free Money Fund Cl A 51,380,671 $ 51,380,671
Royal Palm Florida Tax-Free Money Fund Cl B 19,950,303 $ 19,950,303
Tax-Free Intermediate Term Fund Class A 1,417,723 $ 15,528,848
Tax-Free Intermediate Term Fund Class C 292,369 $ 3,208,583
Ohio Insured Tax-Free Fund Class A 12,319,913 $149,454,410
Ohio Insured Tax-Free Fund Class C 99,911 $ 1,212,806
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ISSUER TOTALS 789,337,923 $944,612,654
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11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see Instruction B.7):
NUMBER
OF SHARES SALE PRICE
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Ohio Tax-Free Money Fund 4,885,920 $ 4,885,920
Tax-Free Money Fund 839,246 $ 839,246
California Tax-Free Money Fund 753,406 $ 753,406
Royal Palm Florida Tax-Free Money Fund Cl A 836,936 $ 836,936
Royal Palm Florida Tax-Free Money Fund Cl B 0 $ 0
Tax-Free Intermediate Term Fund Class A 244,633 $ 2,685,608
Tax-Free Intermediate Term Fund Class C 17,558 $ 192,684
Ohio Insured Tax-Free Fund Class A 232,739 $ 2,832,266
Ohio Insured Tax-Free Fund Class C 14,227 $ 173,201
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ISSUER TOTALS 7,824,665 $13,199,267
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12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $ 944,612,654
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(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 13,199,267
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(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): - 945,019,158
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(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + NONE
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(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line
(iv)] (if applicable): + 12,792,763
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(vi) Multiplier prescribed by Section 6(b) of
the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x .0003448276
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(vii) Fee due [line (i) or line (v) multiplied
by line (vi)]: $ 4,411.30
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Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
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13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures
(17 CFR 202.3a).
[X]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: August 15, 1996
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SIGNATURES
This report has been signed below by the following persons on behalf of
the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* /s/ John F. Splain
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John F. Splain, Secretary
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Date: August 27, 1996
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*Please print the name and title of the signing officer below the
signature.
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GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
Telephone (617) 570-1000
Telecopier (617) 523-1231
August 23, 1996
Midwest Group Tax Free Trust
312 Walnut Street
Cincinnati, Ohio 45202
Gentlemen:
Re: Rule 24f-2 Notice
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As special Massachusetts counsel to Midwest Group Tax Free Trust (the
"Trust"), we have been requested to render an opinion in connection with
the filing by the Trust of a Rule 24f-2 Notice (the "Notice") with respect
to the fiscal year ended June 30, 1996.
Reference is made to paragraphs 10 and 11 of the Notice, as
supplemented by paragraph 12 (Calculation of Registration Fee), wherein the
Trust reports that during the fiscal year ended June 30, 1996 an aggregate
of 789,337,923 shares of the various series or classes (including Ohio Tax-
Free Money Fund, Tax-Free Money Fund, California Tax-Free Money Fund, Royal
Palm Florida Tax-Free Money Fund Class A, Royal Palm Florida Tax-Free Money
Fund Class B, Tax-Free Intermediate Term Fund Class A, Tax-Free
Intermediate Term Fund Class C, Ohio Insured Tax-Free Fund Class A and Ohio
Insured Tax-Free Fund Class C) established under the Declaration of Trust
of the Trust were sold in reliance upon registration under the Securities
Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940
and an aggregate of an additional 7,824,665 shares of such series or
classes were issued in connection with dividend reinvestment plans (the
shares referred to in paragraphs 10 and 11 of the Notice herein being
referred to as the "Shares").
We have examined the Agreement and Declaration of Trust dated April 13,
1981 of the Trust and the Amendments thereto on file with the Secretary of
State of Massachusetts (said Agreement and Declaration of Trust as so
amended herein being referred to as the "Declaration of Trust"), a
certificate of the Secretary of the Trust concerning certain actions by the
Trustees of the Trust, Prospectuses identified to us as the current
Prospectuses relating to the various series and classes described in the
preceding paragraph and the form of the Notice.
Based upon the foregoing and assuming that all of the Shares were sold
in accordance with the terms of the applicable Prospectus in effect at the
time of sale, in our opinion the Shares were legally issued and are fully
paid and nonassessable by the Trust.
We hereby consent to this opinion being filed as an exhibit to the
aforesaid Rule 24f-2 Notice.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
Goodwin, Procter & Hoar LLP
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