MIDWEST GROUP TAX FREE TRUST, 485APOS, 1996-04-17

MIDWEST GROUP TAX FREE TRUST
485APOS, 1996-04-17

Previous: TECO ENERGY INC, S-8, 1996-04-17

Next: OMNICARE INC, 8-A12B/A, 1996-04-17

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. 36
------
and/or

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

Amendment No. 36
------
(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)
__
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on (date) pursuant to paragraph (b)
/X/ 75 days after filing pursuant to paragraph (a) of Rule 485
/ / 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, 1995 was filed with the Commission on August 29,
1995.

<PAGE>

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

ITEM SECTION IN PROSPECTUS
- ---- ---------------------
1....................... Cover Page
2....................... Expense Information
3....................... Performance Information
4....................... Operation of the Fund, Investment Objective
and Policies
5....................... Operation of the Fund
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, Exchange Privilege,
Distribution Plan, Subaccounting Services,
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, Portfolio
Turnover
14...................... Trustees and Officers
15...................... None
16...................... The Investment Adviser and Underwriter,
Distribution Plan, Custodian, Auditors, MGF
Service Corp., Securities Transactions
17...................... Securities Transactions
18...................... The Trust
19...................... Calculation of Share Price, Redemption in
Kind
20...................... Taxes
21...................... The Investment Adviser and Underwriter
22...................... Historical Performance Information, Tax
Equivalent Yield Table
23...................... None

<PAGE>

PROSPECTUS
July 1, 1996

MICHIGAN TAX-FREE MONEY FUND
RETAIL SHARES
----------------------------

The Michigan 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 income tax and Michigan personal income tax,
consistent with liquidity and stability of principal, by investing
primarily in high-quality, short-term Michigan 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.

The Fund offers two classes of shares: Class A shares ("Retail
Shares"), sold subject to a 12b-1 fee of up to .25% of average daily
net assets, and Class B shares ("Institutional Shares"), sold without a
12b-1 fee. Each Retail and Institutional Share of the Fund represents
identical interests in the Fund's investment portfolio and has the same
rights, except that (i) Retail Shares bear the expenses of distribution
fees, which will cause Retail Shares to have a higher expense ratio and
to pay lower dividends than Institutional Shares; (ii) certain class
specific expenses will be borne solely by the class to which such
expenses are attributable; (iii) each class has exclusive voting rights
with respect to matters affecting only that class; and (iv) Retail
Shares are subject to a lower minimum initial investment requirement
and offer certain shareholder services not available to Institutional
Shares such as checkwriting and automatic investment and redemption
plans.

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

This Prospectus sets forth concisely the information about Retail
Shares that you should know before investing. Please retain this
Prospectus for future reference. Institutional Shares are offered in a
separate prospectus and additional information about Institutional
Shares may be obtained by calling one of the numbers listed below. A
Statement of Additional Information dated July 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.

- 2 -

<PAGE>
EXPENSE INFORMATION
- -------------------

RETAIL SHARES

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 OPERATING EXPENSES (as a percentage of average net assets)
Management Fees After Waivers .15%(A)
12b-1 Fees .25%
Other Expenses .35%
-------
Total Operating Expenses After Waivers .75%(B)
=======
(A) Absent waivers of management fees, such fees would be .50%.
(B) Absent waivers of management fees, total operating expenses would
be 1.10%.

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

Example
------- 1 Year 3 Years
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 $24

- 2 -

<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 Michigan personal income tax,
consistent with liquidity and stability of principal. The Fund
seeks to achieve its investment objective by investing primarily
in high-quality, short-term Michigan Obligations determined by
the Adviser, under the direction of the Board of Trustees, to
present minimal credit risks. Michigan Obligations are debt
obligations issued by the State of Michigan 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 Michigan
personal income tax. To the extent acceptable Michigan
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
income tax, but not Michigan personal 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

- 3 -

<PAGE>
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. 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 Michigan Obligations and the
remainder may be invested in obligations that are not Michigan
Obligations and therefore are subject to Michigan income tax (see
"Taxes"). When the Fund has adopted a temporary defensive
position (including circumstances when acceptable Michigan
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 Michigan personal 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,

- 4 -

<PAGE>
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.

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

From time to time, the Fund may invest more than 25% of the
value of its total assets in industrial development bonds which,
although issued by industrial development authorities, may be
backed only by the assets and revenues of the nongovernmental
users. However, the Fund will not invest more than 25% of its
assets in securities backed by nongovernmental users which are in
the same industry. Interest on Municipal Obligations (including
certain industrial development bonds) which are private activity
obligations, as defined in the Internal Revenue Code, issued
after August 7, 1986, while exempt from federal income tax, is a
preference item for purposes of the alternative minimum tax.
Where a regulated investment company receives such interest, a
proportionate share of any exempt-interest dividend paid by the
investment company will be treated as such a preference item to
shareholders. The Fund will invest 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.

- 5 -

<PAGE>

The Fund may, from time to time, invest in taxable short-
term, high-quality obligations (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). 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, 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.

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 Michigan Obligations. The Fund's
performance is closely tied to conditions within the State of
Michigan and to the financial condition of the State and its
authorities and municipalities. The economy in the State of
Michigan is concentrated in the transportation goods
manufacturing sector. This concentration has generally caused
the State's economy to be more volatile than that of more diverse
states. However, Michigan experienced a more modest slowdown
during the recent recession than during prior economic downturns
and its economy and financial operations have exhibited a steady
recovery. Improvements in the transportation industry's
competitive position have resulted in increased demand for
automotive products. The State is also experiencing growth in
its service sector employment, which currently accounts for

- 6 -

<PAGE>
approximately 25% of total employment. While cost-containment
pressures in manufacturing are expected to limit future
employment growth in this area, the service sector is expected to
exhibit further growth. Economic growth coupled with the State's
commitment to address budgetary imbalances have improved
Michigan's financial position. Weak economic performance that
curtailed revenue growth in fiscal 1991 and 1992 necessitated
actions by the State's administration, including reductions in
public assistance programs, wage freezes and the use of reserve
balances. Reserves, particularly the budget stabilization fund,
which had been severely depleted through fiscal 1991, have now
been replenished. Although Michigan's economy tends to fluctuate
with the cyclical trends of the manufacturing sector,
diversification in its economy has allowed the State's long-term
economic growth to keep pace with the nation. Although revenue
obligations of the State of Michigan or its political
subdivisions may be payable from a specific project or source,
there can be no assurance that future economic and political
developments and the resulting impact on state and local
governmental finances will not adversely affect the market value
of the Michigan Obligations held by the Fund or the ability of a
specific issuer to make interest and 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 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.

- 7 -

<PAGE>
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
if the Adviser, under the direction of the Board of Trustees,
determines that there is no secondary market available for these

- 8 -

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

- 9 -

<PAGE>

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.

HOW TO PURCHASE SHARES
- ----------------------

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

- 10 -

<PAGE>
INITIAL INVESTMENTS BY MAIL. You may open an account and
make an initial investment in Retail Shares 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 "Michigan 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 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
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 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.

- 11 -

<PAGE>
Your bank may impose a charge for sending your wire. There is
presently no fee for receipt of wired funds, but MGF Service
Corp. reserves the right to charge shareholders for this service
upon thirty days' prior notice to shareholders.

ADDITIONAL INVESTMENTS. You may purchase and add shares to
your account by mail or by bank wire. Checks should be sent to
MGF Service Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354.
Checks should be made payable or endorsed to the "Michigan 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 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.

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 Retail 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.

- 12 -

<PAGE>
Direct Deposit Plans
--------------------

Retail 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 Retail Shares
of 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 Retail Shares of the Fund.

HOW TO REDEEM SHARES
- --------------------

You may redeem Retail 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 your 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.

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 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.

- 13 -

<PAGE>
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 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 two business days following receipt of
instructions in proper form, but in no event later than three
business days following receipt of instructions.

BY CHECK. You may establish a special checking account with
the Fund for the purpose of redeeming Retail 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 Retail Shares in your
account to cover the amount of the check.

- 14 -

<PAGE>
If the amount of a check is greater than the value of the
Retail 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.

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 who invest in Retail Shares of 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.

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.

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 Retail 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.

- 15 -

<PAGE>

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 the Fund and of any other fund of the Midwest
Group of Funds 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. 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.

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
Michigan Tax-Free Money Fund Midwest Trust
Government Tax-Exempt Reserve -------------
Fund Short Term Government Income Fund
*Tax-Free Intermediate Term Fund Institutional Government Income Fund
*Ohio Insured Tax-Free 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.

- 16 -

<PAGE>
Exchanges may only be made for shares of funds then offered
for sale in your state of residence and are subject to the
applicable minimum initial investment requirements. The exchange
privilege may be modified or terminated by the Board of Trustees
upon 60 days' prior notice to shareholders. An exchange results
in a sale of fund shares, which may cause you to recognize a
capital gain or loss. Before making an exchange, contact MGF
Service Corp. to obtain a current prospectus for any of the other
funds in the Midwest Group and more information about exchanges
among the Midwest Group of Funds.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

All of the net investment income of the Fund is declared as a
dividend to shareholders of record on each business day of the
Trust and paid monthly. 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.

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
- -----

The Fund intends 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. Except for dividends from taxable investments, the

- 17 -

<PAGE>
Fund anticipates that substantially all dividends paid by the
Fund will not be subject to Michigan personal income tax, the
Michigan intangibles tax, the Michigan Single Business Tax or
income taxes of Michigan municipalities. 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, and Michigan 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 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 Michigan personal income
tax may not result in similar exemptions under the laws of a
particular state or local taxing authority.

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

- 18 -

<PAGE>
persons who are "substantial users" of facilities financed by
industrial development bonds or are "related persons" to such
users; such persons should consult their tax advisors before
investing in the Fund.

OPERATION OF THE FUND
- ---------------------

The Fund is a non-diversified series of Midwest Group Tax
Free Trust, an open-end management investment company organized
as a Massachusetts business trust on April 13, 1981. The Board
of Trustees supervises the business activities of the Trust.
Like other mutual funds, the Trust retains various organizations
to perform specialized services for the Fund.

The Trust retains Midwest Group Financial Services, Inc., 312
Walnut Street, Cincinnati, Ohio (the "Adviser"), to manage the
Fund's investments and its business affairs. The Adviser was
organized in 1974 and is also the investment adviser to seven
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.

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, 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
Fund's Retail Shares are also responsible for the payment of
expenses related to the distribution of Retail Shares (see
"Distribution Plan").

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

MGF Service Corp. also provides accounting and pricing
services to the Fund. MGF Service Corp. receives a monthly fee

- 19 -

<PAGE>
from the Fund for calculating daily net asset value per share and
maintaining such books and records as are necessary to enable it
to perform its duties.

In addition, MGF Service Corp. has been retained by the
Adviser to assist the Adviser in providing administrative
services to the Fund. In this capacity, MGF Service Corp.
supplies executive, administrative and regulatory services,
supervises the preparation of tax returns, and coordinates the
preparation of reports to shareholders and reports to and filings
with the Securities and Exchange Commission and state securities
authorities. The Adviser (not the Fund) pays MGF Service Corp. a
fee for these administrative services equal to one-fourth of its
advisory fee from the Fund.

The Adviser serves as principal underwriter for the Fund and,
as such, is the exclusive agent for the distribution of shares of
the Fund. Robert H. Leshner, Chairman and a director of the
Adviser, is President and a Trustee of the Trust. John F.
Splain, Secretary and General Counsel of the Adviser, is
Secretary of the Trust.

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

Shares of the Fund have equal voting rights and liquidation
rights. The Fund shall vote separately on matters submitted to a
vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. Retail Shares of
the Fund shall vote separately on matters relating to the plan of
distribution pursuant to Rule 12b-1 (see "Distribution Plan").
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

- 20 -

<PAGE>
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 PLAN
- -----------------

Pursuant to Rule 12b-1 under the Investment Company Act of
1940, Retail Shares of the Fund have adopted a plan of
distribution (the "Class A Plan") under which Retail 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
Retail 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
Retail Shares.

The annual limitation for payment of expenses pursuant to the
Class A Plan is .25% of the average daily net assets allocable to
Retail 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.

Pursuant to the Class A 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 under-
writing, 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

- 21 -

<PAGE>
to perform all or a part of such services, management of the
Trust believes that there would be no material impact on the Fund
or its shareholders. Banks may charge their customers fees for
offering these services to the extent permitted by applicable
regulatory authorities, and the overall return to those
shareholders availing themselves of the bank services will be
lower than to those shareholders who do not. The Fund may from
time to time purchase securities issued by banks which provide
such services; however, in selecting investments for the Fund, no
preference will be shown for such securities.

CALCULATION OF SHARE PRICE
- --------------------------

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

- 22 -

<PAGE>
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." Yields are computed separately for Retail and
Institutional Shares. The yield of Institutional Shares is
expected to be higher than the yield of Retail Shares due to the
distribution fees imposed on Retail Shares.

- 23 -

<PAGE>
Account Application

ACCOUNT NO. __________________
(For Fund Use Only)

Please mail account application to:
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

MICHIGAN TAX-FREE MONEY FUND
(RETAIL SHARES)

FOR BROKER/DEALER USE ONLY
Firm Name:________________________________________
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)

Account Name

_____________________________________________________________
Name of Individual, Corporation, Organization, or Minor, etc.

_________________________________________________________________
Name of Joint Tenant, Partner, Custodian

Address

___________________________________________________________________
Street or P.O. Box

___________________________________________________________________
City State Zip

S.S.#/Tax I.D.#

________________________________________________________
(In case of custodial account please list minor's S.S.#)

Citizenship: ___ U.S.

___ Other____________________

Phone

( )_________________________________
Business Phone

( )___________________________________
Home Phone
<TABLE>
<C> <C> <C>
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. 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 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 Name __________________________________________________Bank Address________________________________________________
City State

[ ] CHECKWRITING (A signature card must be completed)
... to deposit the proceeds of such redemptions in the applicable Midwest Group Pay Through Draft Account (PTDA) or
otherwise arrange for application of such proceeds to payment of said checks. I (we) authorize the persons whose signatures
appear on the PTDA signature card to draw checks on the PTDA and to cause the redemption of my (our) shares of the Trust. I
(we) agree to be bound by the Rules and Regulations for the Midwest Group Pay Through Draft Account as such Rules and
Regulations may be amended from time to time.
- ------------------------------------------------------------------------------------------------------------------------
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. The Internal Revenue Service does not
require your consent to any provision of this document other than the certifications required to avoid backup withholding.

______________________________________________________________ __________________________________________
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
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)

_________________________________________________
City State

Please make my automatic investment on:

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

X________________________________________________________________________
Signature of Depositor EXACTLY as it appears on FI Records)

X_________________________________________________________________________
(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 amount. 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 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
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):

[ ] 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 ction 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>

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

<PAGE>
TABLE OF CONTENTS

Expense Information............................................................
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........................................................
________________________________________________________________

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.

<PAGE>

PROSPECTUS
July 1, 1996

MICHIGAN TAX-FREE MONEY FUND
INSTITUTIONAL SHARES
----------------------------

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

This Prospectus sets forth concisely the information about
Institutional Shares that you should know before investing. Please
retain this Prospectus for future reference. Retail Shares are offered
in a separate prospectus and additional information about Retail Shares
may be obtained by calling one of the numbers listed below. A
Statement of Additional Information dated July 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
_______________________________________________________________________

<PAGE>

EXPENSE INFORMATION
- -------------------

INSTITUTIONAL SHARES

SHAREHOLDER TRANSACTION EXPENSES
Sales Load Imposed on Purchases None
Sales Load Imposed on Reinvested Dividends None
Exchange Fee None
Redemption Fee None

ANNUAL OPERATING EXPENSES (as a percentage of average net assets)
Management Fees After Waivers .15%(A)
12b-1 Fees None
Other Expenses .35%
-------
Total Operating Expenses After Waivers .50%(B)
========

(A) Absent waivers of management fees, such fees would be .50%.
(B) Absent waivers of management fees, total operating expenses would
be .85%.

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

Example
------- 1 Year 3 Years
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: $5 $16

- 2 -

<PAGE>
INVESTMENT OBJECTIVE AND POLICIES
- ---------------------------------

Municipal Obligations
---------------------

- 3 -

<PAGE>
notes and tax-exempt commercial paper. The Statement of
Additional Information contains a description of tax-exempt
bonds, notes and commercial paper.

Basic Investment Policies
-------------------------

- 4 -

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.

- 5 -

<PAGE>

Risk Factors
------------

- 6 -

- 7 -

<PAGE>
Other Investment Techniques
---------------------------

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

- 8 -

- 9 -

<PAGE>

HOW TO PURCHASE SHARES
- ----------------------

Your initial investment in Institutional Shares of the Fund
ordinarily must be at least $100,000. Shares are sold on a
continuous basis at the net asset value next determined after
receipt of a purchase order by the Trust.

- 10 -

<PAGE>
INITIAL INVESTMENTS BY MAIL. You may open an account and
make an initial investment in Institutional Shares 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 "Michigan Tax-Free Money Fund." An
account application is included in this Prospectus.

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 12:00 noon, Eastern
time, on that day. 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.

- 11 -

<PAGE>

HOW TO REDEEM SHARES
- --------------------

You may redeem Institutional 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 your 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.

- 12 -

<PAGE>
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.

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.

- 13 -

<PAGE>
ADDITIONAL REDEMPTION INFORMATION. There is currently no
charge for processing wire redemptions. However, the Trust
reserves the right, upon thirty days' written notice, to make
reasonable charges for wire redemptions. 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 Institutional Shares is less than $100,000 (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

- 14 -

<PAGE>
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
Michigan Tax-Free Money Fund Midwest Trust
Government Tax-Exempt Reserve -------------
Fund Short Term Government Income Fund
*Tax-Free Intermediate Term Institutional Government Income
Fund Fund
*Ohio Insured Tax-Free Fund *Intermediate Term Government Income
Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund

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.

SUBACCOUNTING SERVICES
- ----------------------

Institutions are encouraged to open single master accounts.
However, certain institutions may wish to use the transfer
agent's subaccounting system to minimize their internal
recordkeeping requirements. MGF Service Corp. may charge a
subaccounting fee based on the level of services rendered.
Institutions holding Fund shares in a fiduciary, agency,
custodial or similar capacity may charge or pass through

- 15 -

<PAGE>
subaccounting fees as part of or in addition to normal trust or
agency account fees. This prospectus should, therefore, be read
together with any agreement between the customer and the
institution with regard to the services provided, the fee charged
for those services and any restrictions and limitations imposed.

DIVIDENDS AND DISTRIBUTIONS
- ---------------------------

TAXES
- -----

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 Michigan personal income tax, the
Michigan intangibles tax, the Michigan Single Business Tax or
income taxes of Michigan municipalities. 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

- 16 -

<PAGE>
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.

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.

- 17 -

<PAGE>
OPERATION OF THE FUND
- ---------------------

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.

- 18 -

<PAGE>
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.

Shares of the Fund have equal voting rights and liquidation
rights. The Fund shall vote separately on matters submitted to a
vote of the shareholders except in matters where a vote of all
series of the Trust in the aggregate is required by the
Investment Company Act of 1940 or otherwise. Each class of
shares of the Fund shall vote separately on matters relating to
its own distribution arrangements. 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.

- 19 -

<PAGE>
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." Yields are computed separately for
Institutional and Retail Shares. The yield of Institutional
Shares is expected to be higher than the yield of Retail Shares
due to the distribution fees imposed on Retail Shares.

- 20 -

<PAGE>
Account Application

ACCOUNT NO. - ________________
(For Fund Use Only)

Please mail account application to:
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

FOR BROKER/DEALER USE ONLY
Firm Name:_____________________________________
Home Office Address:___________________________
Branch Address:________________________________
Rep Name & No._________________________________

MICHIGAN TAX-FREE MONEY FUND
(Institutional Shares)
- ------------------------------------------------------------------------------
Initial Investment of $___________________________ ($100,000 Minimum)

[ ] Check or draft enclosed payable to the Fund.

[ ] Bank Wire From: _________________________________________________

[ ] Exchange From: __________________________________________________
(Fund Name) (Fund Account Number)

Account Name

_________________________________________________________________
Name of Individual, Corporation, Organization, or Minor, etc.

_________________________________________________________________
Name of Joint Tenant, Partner, Custodian

Address

___________________________________________________________________
Street or P.O. Box

____________________________________________________________________
City State Zip

S.S.#/Tax I.D.#

________________________________________________________
(In case of custodial account please list minor's S.S.#)

Citizenship: ___ U.S. Phone

___ Other ( )______________________
Business Phone

( )______________________
Home Phone
<TABLE>
<C> <C> <C> <C>
Check Appropriate Box: [ ] Individual [ ] Joint Tenant (Right of survivorship presumed) [ ] Partnership
[ ] Corporation [ ] Trust [ ] Custodial [ ] Non-Profit [ ] Other

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

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.

[ ] Cash Option - Income distributions and capital gains distributions paid in cash.
- -------------------------------------------------------------------------------------------------------------------

[ ] 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. The Internal Revenue Service does not
require your consent to any provision of this document other than the certifications required to avoid backup withholding.

______________________________________________________________
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.

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

- ------------------------------------------------------------------------------------------------------------------------
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.

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

<PAGE>
TABLE OF CONTENTS

Expense Information............................................................
Investment Objective and Policies..............................................
How to Purchase Shares.........................................................
How to Redeem Shares...........................................................
Exchange Privilege.............................................................
Subaccounting Services ........................................................
Dividends and Distributions....................................................
Taxes..........................................................................
Operation of the Fund..........................................................
Calculation of Share Price.....................................................
Performance Information........................................................
________________________________________________________________

<PAGE>

MIDWEST GROUP TAX FREE TRUST

STATEMENT OF ADDITIONAL INFORMATION

July 1, 1996

Michigan Tax-Free Money Fund

This Statement of Additional Information is not a
prospectus. It should be read in conjunction with the Prospectus
of the Michigan Tax-Free Money Fund of Midwest Group Tax Free
Trust dated July 1, 1996. A copy of the Fund's Prospectus can be
obtained by writing the Trust at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202-4094, or by calling the Trust nationwide
toll-free 800-543-0407, in Cincinnati 629-2050.

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

Midwest Group Tax Free Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TABLE OF CONTENTS PAGE

THE TRUST................................................................ 3
MUNICIPAL OBLIGATIONS.................................................... 4
QUALITY RATINGS OF MUNICIPAL OBLIGATIONS................................. 7
DEFINITIONS, POLICIES AND RISK CONSIDERATIONS............................ 10
INVESTMENT LIMITATIONS................................................... 13
TRUSTEES AND OFFICERS.................................................... 16
THE INVESTMENT ADVISER AND UNDERWRITER................................... 17
DISTRIBUTION PLAN........................................................ 19
SECURITIES TRANSACTIONS.................................................. 21
PORTFOLIO TURNOVER....................................................... 23
CALCULATION OF SHARE PRICE .............................................. 23
TAXES.................................................................... 25
REDEMPTION IN KIND....................................................... 27
HISTORICAL PERFORMANCE INFORMATION....................................... 28
CUSTODIAN................................................................ 29
AUDITORS................................................................. 29
MGF SERVICE CORP......................................................... 29
TAX EQUIVALENT YIELD TABLE............................................... 31

- 2 -

<PAGE>
THE TRUST
- ---------

Midwest Group Tax Free Trust (the "Trust") was organized
as a Massachusetts business trust on April 13, 1981. The Trust
currently offers eight series of shares to investors: the Tax-
Free Money Fund, the Tax-Free Intermediate Term Fund, the Ohio
Insured Tax-Free Fund, the Ohio Tax-Free Money Fund, the
California Tax-Free Money Fund, the Royal Palm Florida Tax-Free
Money Fund, the Government Housing Tax-Exempt Fund and the
Michigan Tax-Free Money Fund. This Statement of Additional
Information provides information relating to the Michigan Tax-
Free Money Fund (the "Fund"). Information relating to the Tax-
Free Money Fund, the Tax-Free Intermediate Term Fund, the Ohio
Insured Tax-Free Fund, the Ohio Tax-Free Money Fund, the
California Tax-Free Money Fund, the Royal Palm Florida Tax-Free
Money Fund and the Government Housing Tax-Exempt Fund is provided
in separate Statements of Additional Information. The Fund has
its own investment objective and policies.

Each share of the Fund represents an equal proportionate
interest in the assets and liabilities belonging to the Fund with
each other share of the Fund and is entitled to such dividends
and distributions out of the income belonging to the Fund as are
declared by the Trustees. The shares do not have cumulative
voting rights or any preemptive or conversion rights, and the
Trustees have the authority from time to time to divide or
combine the shares of the Fund into a greater or lesser number of
shares so long as the proportionate beneficial interest in the
assets belonging to the Fund and the rights of shares of any
other Fund are in no way affected. In case of any liquidation of
the Fund, the holders of shares will be entitled to receive as a
class a distribution out of the assets, net of the liabilities,
belonging to the Fund. Expenses attributable to the Fund are
borne by the Fund. Any general expenses of the Trust not readily
identifiable as belonging to a particular Fund are allocated by
or under the direction of the Trustees in such manner as the
Trustees determine to be fair and equitable. Generally, the
Trustees allocate such expenses on the basis of relative net
assets or number of shareholders. No shareholder is liable to
further calls or to assessment by the Trust without his express
consent.

Both Class A shares ("Retail Shares") and Class B shares
("Institutional Shares") of the Fund represent an interest in the
same assets of the Fund, have the same rights and are identical
in all material respects except that (i) Retail Shares bear the
expenses of distribution fees; (ii) certain 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

- 3 -
<PAGE>
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; (iii) each class
has exclusive voting rights with respect to matters affecting
only that class; and (iv) Retail Shares are subject to a lower
minimum initial investment requirement and offer certain
shareholder services not available to Institutional Shares such
as checkwriting privileges and automatic investment and
redemption plans. The Board of Trustees may classify and
reclassify shares of the Fund into additional classes of shares
at a future date.

Under Massachusetts law, under certain circumstances,
shareholders of a Massachusetts business trust could be deemed to
have the same type of personal liability for the obligations of
the Trust as does a partner of a partnership. However, numerous
investment companies registered under the Investment Company Act
of 1940 have been formed as Massachusetts business trusts and the
Trust is not aware of an instance where such result has occurred.
In addition, the Trust Agreement disclaims shareholder liability
for acts or obligations of the Trust and requires that notice of
such disclaimer be given in each agreement, obligation or
instrument entered into or executed by the Trust or the Trustees.
The Trust Agreement also provides for the indemnification out of
the Trust property for all losses and expenses of any shareholder
held personally liable for the obligations of the Trust.
Moreover, it provides that the Trust will, upon request, assume
the defense of any claim made against any shareholder for any act
or obligation of the Trust and satisfy any judgment thereon. As
a result, and particularly because the Trust assets are readily
marketable and ordinarily substantially exceed liabilities,
management believes that the risk of shareholder liability is
slight and limited to circumstances in which the Trust itself
would be unable to meet its obligations. Management believes
that, in view of the above, the risk of personal liability is
remote.

MUNICIPAL OBLIGATIONS
- ---------------------

The Fund invests primarily in Municipal Obligations.
Municipal Obligations are debt obligations issued by a state 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 federal income tax. Municipal Obligations include tax-
exempt bonds, notes and commercial paper. The Fund invests
primarily in Michigan Obligations, which are Municipal
Obligations issued by the State of Michigan and its political
subdivisions, agencies, authorities and instrumentalities and

- 4 -
<PAGE>
other qualifying issuers which pay interest that is, in the
opinion of bond counsel to the issuer, exempt from both federal
income tax and Michigan personal income tax.

TAX-EXEMPT BONDS. Tax-exempt bonds are issued to obtain
funds to construct, repair or improve various 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.

The two principal classifications of tax-exempt bonds 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.

TAX-EXEMPT NOTES. Tax-exempt notes generally are used to
provide for short-term capital needs and generally have
maturities of one year or less. Tax-exempt notes include:

1. Tax Anticipation Notes. Tax anticipation notes
are issued to finance working capital needs of
municipalities. Generally, they are issued in anticipation
of various seasonal tax revenues, such as income, sales, use
and business taxes, and are payable from these specific
future taxes.

2. Revenue Anticipation Notes. Revenue anticipation
notes are issued in expectation of receipt of other kinds of
revenue, such as federal revenues available under the
federal revenue sharing programs.

3. Bond Anticipation Notes. Bond anticipation notes
are issued to provide interim financing until long-term
financing can be arranged. In most cases, the long-term
bonds then provide the money for the repayment of the notes.

TAX-EXEMPT COMMERCIAL PAPER. Tax-exempt commercial paper
typically represents short-term, unsecured, negotiable promissory
notes issued by a state and its political subdivisions. These
notes are issued to finance seasonal working capital needs of
municipalities or to provide interim construction financing and
are paid from general revenues of municipalities or are
refinanced with long-term debt. In most cases, tax-exempt
commercial paper is backed by letters of credit, lending
agreements, note repurchase agreements or other credit facility
agreements offered by banks or other institutions and is actively
traded.

- 5 -
<PAGE>

WHEN-ISSUED OBLIGATIONS. The Fund may invest in when-issued
Municipal Obligations. In connection with these investments, the
Fund will direct its Custodian to place cash, U.S. Government
obligations or other liquid high-grade debt instruments in a
segregated account in an amount sufficient to make payment for
the securities to be purchased. When a segregated account is
maintained because the Fund purchases securities on a when-issued
basis, the assets deposited in the segregated account will be
valued daily at market for the purpose of determining the
adequacy of the securities in the account. If the market value
of such securities declines, additional cash or securities will
be placed in the account on a daily basis so that the market
value of the account will equal the amount of the Fund's
commitments to purchase securities on a when-issued basis. To
the extent funds are in a segregated account, they will not be
available for new investment or to meet redemptions. Securities
purchased on a when-issued basis and the securities held in the
Fund's portfolio are subject to changes in market value based
upon changes in the level of interest rates (which will generally
result in all of those securities changing in value in the same
way, i.e, all those securities experiencing appreciation when
interest rates decline and depreciation when interest rates
rise). Therefore, if in order to achieve higher returns, the
Fund remains substantially fully invested at the same time that
it has purchased securities on a when-issued basis, there will be
a possibility that the market value of the Fund's assets will
have greater fluctuation. The purchase of securities on a when-
issued basis may involve a risk of loss if the broker-dealer
selling the securities fails to deliver after the value of the
securities has risen.

When the time comes for the Fund to make payment for
securities purchased on a when-issued basis, the Fund will do so
by using then-available cash flow, by sale of the securities held
in the segregated account, by sale of other securities or,
although it would not normally expect to do so, by directing the
sale of the securities purchased on a when-issued basis (which
may have a market value greater or less than the Fund's payment
obligation). Although the Fund will only make commitments to
purchase securities on a when-issued basis with the intention of
actually acquiring the securities, the Fund may sell these
obligations before the settlement date if it is deemed advisable
by the Adviser as a matter of investment strategy. Sales of
securities for these purposes carry a greater potential for the
realization of capital gains and losses, which are not exempt
from federal income taxes.

PARTICIPATION INTERESTS. The Fund may invest in
participation interests in Municipal Obligations. The Fund will
have the right to sell the interest back to the bank or other
financial institution and draw on the letter of credit on demand,
generally on seven days' notice, for all or any part of the
Fund's participation interest in the par value of the Municipal
Obligation plus accrued interest. The Fund intends to exercise

- 6 -
<PAGE>
the demand on the letter of credit only under the following
circumstances: (1) default of any of the terms of the documents
of the Municipal Obligation, (2) as needed to provide liquidity
in order to meet redemptions, or (3) to maintain a high quality
investment portfolio. The bank or financial institution will
retain a service and letter of credit fee and a fee for issuing
the repurchase commitment in an amount equal to the excess of the
interest paid by the issuer on the Municipal Obligations over the
negotiated yield at which the instruments were purchased by the
Fund. Participation interests will be purchased only if, in the
opinion of counsel of the issuer, interest income on the
interests will be tax-exempt when distributed as dividends to
shareholders.

Banks and financial institutions are subject to extensive
governmental regulations which may limit the amounts and types of
loans and other financial commitments that may be made and
interest rates and fees which may be charged. The profitability
of banks and financial institutions is largely dependent upon the
availability and cost of capital funds to finance lending
operations under prevailing money market conditions. General
economic conditions also play an important part in the operations
of these entities and exposure to credit losses arising from
possible financial difficulties of borrowers may affect the
ability of a bank or financial institution to meet its
obligations with respect to a participation interest.

QUALITY RATINGS OF MUNICIPAL OBLIGATIONS
- ----------------------------------------

The Fund may invest in Municipal Obligations only if rated
at the time of purchase within the two highest grades assigned by
any two nationally recognized statistical rating organizations
("NRSROs") (or by any one NRSRO if the obligation is rated by
only that NRSRO). The NRSROs which may rate the obligations of
the Fund include Moody's Investors Service, Inc. ("Moody's"),
Standard & Poor's Ratings Group ("S&P") or Fitch Investors
Services, Inc. ("Fitch").

Moody's Ratings
---------------

1. Tax-Exempt Bonds. The two highest ratings of Moody's
for tax-exempt bonds are Aaa and Aa. Bonds rated Aaa are judged
by Moody's to be of the best quality. They carry the smallest
degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the
various protective elements are likely to change, such changes as
can be visualized are most unlikely to impair the fundamentally
strong position of such issuers. Bonds rated Aa are judged to be
of high quality by all standards. Together with the Aaa group,
they comprise what are generally known as high-grade bonds.

- 7 -
<PAGE>
2. Tax-Exempt Notes. Moody's highest rating for tax-
exempt notes is MIG-1. Moody's says that notes rated MIG-1 are
of the best quality, enjoying strong protection from established
cash flows of funds for their servicing or from established and
broad-based access to the market for refinancing, or both. Notes
bearing the MIG-2 designation are of high quality, with margins
of protection ample although not so large as in the MIG-1 group.

3. Tax-Exempt Commercial Paper. The rating Prime-1 is the
highest tax-exempt commercial paper rating assigned by Moody's.
Issuers rated Prime-1 are judged to be of the best quality.
Their short-term debt obligations carry the smallest degree of
investment risk. Margins of support for current indebtedness are
large or stable with cash flow and asset protection well assured.
Current liquidity provides ample coverage of near-term
liabilities and unused alternative financing arrangements are
generally available. While protective elements may change over
the intermediate or long term, such changes are most unlikely to
impair the fundamentally strong position of short-term
obligations. Issuers rated Prime-2 have a strong capacity for
repayment of short-term obligations.

S&P Ratings
-----------

1. Tax-Exempt Bonds. The two highest ratings of S&P for
tax-exempt bonds are AAA and AA. Bonds rated AAA have the
highest rating assigned by S&P to a debt obligation. Capacity to
pay interest and repay principal is extremely strong. Bonds
rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in a
small degree. The ratings for tax-exempt bonds may be modified
by the addition of a plus or minus sign to show relative standing
within the major rating categories.

2. Tax-Exempt Notes. Tax-exempt note ratings are
generally given by S&P to notes that mature in three years or
less. Notes rated SP-1 have very strong or strong capacity to
pay principal and interest. Issues determined to possess
overwhelming safety characteristics will be given a plus
designation. Notes rated SP-2 have satisfactory capacity to pay
principal and interest.

3. Tax-Exempt Commercial Paper. The ratings A-1+ and A-1
are the highest tax-exempt commercial paper ratings assigned by
S&P. These designations indicate the degree of safety regarding
timely payment is either overwhelming (A-1+) or very strong (A-
1).

- 8 -
<PAGE>
Fitch Ratings
-------------

1. Tax-Exempt Bonds. The two highest ratings of Fitch for
tax-exempt bonds are AAA and AA. Bonds rated AAA are regarded by
Fitch as being of the highest quality, with the obligor having an
extraordinary ability to pay interest and repay principal which
is unlikely to be affected by reasonably foreseeable events.
Bonds rated AA are regarded by Fitch as high quality obligations.
The obligor's ability to pay interest and repay principal, while
very strong, is somewhat less than for AAA rated bonds, and more
subject to possible change over the term of the issue. Fitch
ratings may be modified by the addition of a plus (+) or minus
(-) sign.

2. Tax-Exempt Notes. The ratings F-1+ and F-1 are the
highest ratings assigned by Fitch for tax-exempt notes. Notes
assigned the F-1+ rating are regarded by Fitch as having the
strongest degree of assurance for timely payment. Notes assigned
the F-1 rating reflect an assurance for timely payment only
slightly less than the strongest issues.

3. Tax-Exempt Commercial Paper. Commercial paper rated
Fitch-1 is regarded as having the strongest degree of assurance
for timely payment. Issues assigned the Fitch-2 rating reflect
an assurance of timely payment only slightly less in degree than
the strongest issues.

GENERAL. The ratings of Moody's, S&P and Fitch represent
their opinions of the quality of the obligations rated by them.
It should be emphasized that such ratings are general and are not
absolute standards of quality. Consequently, obligations with
the same maturity, coupon and rating may have different yields,
while obligations of the same maturity and coupon, but with
different ratings, may have the same yield. It is the
responsibility of the Adviser to appraise independently the
fundamental quality of the obligations held by the Fund. Certain
Municipal Obligations may be backed by letters of credit or
similar commitments issued by banks and, in such instances, the
obligation of the bank and other credit factors will be
considered in assessing the quality of the Municipal Obligations.

Any Municipal Obligation which depends on the credit of the
U.S. Government (e.g. project notes) will be considered by the
Adviser as having the equivalent of the highest rating of
Moody's, S&P or Fitch. In addition, unrated Municipal
Obligations will be considered as being within the foregoing
quality ratings if other equal or junior Municipal Obligations of
the same issuer are rated and their ratings are within the
foregoing ratings of Moody's, S&P or Fitch. The Fund may also
invest in Municipal Obligations which are not rated if, in the
opinion of the Adviser, subject to the review of the Board of
Trustees, such obligations are of comparable quality to those
rated obligations in which the Fund may invest.

- 9 -
<PAGE>

Subsequent to its purchase by the Fund, an obligation may
cease to be rated or its rating may be reduced below the minimum
required for purchase by the Fund. If the rating of an
obligation held by the Fund is reduced below its minimum
requirements, the Fund will be required to exercise the demand
provision or sell the obligation as soon as practicable.

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS
- ---------------------------------------------

A more detailed discussion of some of the terms used and
investment policies described in the Prospectus (see "Investment
Objective and Policies") appears below:

BANK DEBT INSTRUMENTS. Bank debt instruments in which the
Fund may invest consist of certificates of deposit, bankers'
acceptances and time deposits issued by national banks and state
banks, trust companies and mutual savings banks, or of banks or
institutions the accounts of which are insured by the Federal
Deposit Insurance Corporation or the Federal Savings and Loan
Insurance Corporation. Certificates of deposit are negotiable
certificates evidencing the indebtedness of a commercial bank to
repay funds deposited with it for a definite period of time
(usually from fourteen days to one year) at a stated or variable
interest rate. Bankers' acceptances are credit instruments
evidencing the obligation of a bank to pay a draft which has been
drawn on it by a customer, which instruments reflect the
obligation both of the bank and of the drawer to pay the face
amount of the instrument upon maturity. The Fund will only
invest in bankers' acceptances of banks having a short-term
rating of A-1 by Standard & Poor's Ratings Group or Prime-1 by
Moody's Investors Service, Inc. Time deposits are non-negotiable
deposits maintained in a banking institution for a specified
period of time at a stated interest rate. The Fund will not
invest in time deposits maturing in more than seven days if, as a
result thereof, more than 10% of the value of its net assets
would be invested in such securities and other illiquid
securities.

COMMERCIAL PAPER. Commercial paper consists of short-term
(usually from one to two hundred seventy days) unsecured
promissory notes issued by corporations in order to finance their
current operations. The Fund will only invest in taxable
commercial paper provided the paper is rated in one of the two
highest categories by any two NRSROs (or by any one NRSRO if the
security is rated by only that NRSRO). The Fund may also invest
in unrated commercial paper of issuers who have outstanding
unsecured debt rated Aa or better by Moody's or AA or better by
Standard & Poor's. Certain notes may have floating or variable
rates. Variable and floating rate notes with a demand notice
period exceeding seven days will be subject to the Fund's
restrictions on illiquid investments (see "Investment
Limitations") unless, in the judgment of the Adviser, subject to

- 10 -
<PAGE>
the direction of the Board of Trustees, such note is liquid. The
Fund does not presently intend to invest in taxable commercial
paper.

The rating of Prime-1 is the highest commercial paper rating
assigned by Moody's Investors Service, Inc. Among the factors
considered by Moody's in assigning ratings are the following:
valuation of the management of the issuer; economic evaluation of
the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas;
evaluation of the issuer's products in relation to competition
and customer acceptance; liquidity; amount and quality of long-
term debt; trend of earnings over a period of 10 years; financial
strength of the parent company and the relationships which exist
with the issuer; and recognition by the management of obligations
which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. These
factors are all considered in determining whether the commercial
paper is rated Prime-1 or Prime-2. Commercial paper rated A
(highest quality) by Standard & Poor's Ratings Group has the
following characteristics: liquidity ratios are adequate to meet
cash requirements; long-term senior debt is rated "A" or better,
although in some cases "BBB" credits may be allowed; the issuer
has access to at least two additional channels of borrowing;
basic earnings and cash flow have an upward trend with allowance
made for unusual circumstances; typically, the issuer's industry
is well established and the issuer has a strong position within
the industry; and the reliability and quality of management are
unquestioned. The relative strength or weakness of the above
factors determines whether the issuer's commercial paper is rated
A-1 or A-2.

REPURCHASE AGREEMENTS. Repurchase agreements are
transactions by which the Fund purchases a security and
simultaneously commits to resell that security to the seller at
an agreed upon time and price, thereby determining the yield
during the term of the agreement. In the event of a bankruptcy
or other default of the seller of a repurchase agreement, the
Fund could experience both delays in liquidating the underlying
security and losses. To minimize these possibilities, the Fund
intends to enter into repurchase agreements only with its
Custodian, with banks having assets in excess of $10 billion and
with broker-dealers who are recognized as primary dealers in U.S.
Government obligations by the Federal Reserve Bank of New York.
Collateral for repurchase agreements is held in safekeeping in
the customer-only account of the Fund's Custodian at the Federal
Reserve Bank. The Fund will not enter into a repurchase
agreement not terminable within seven days if, as a result
thereof, more than 10% of the value of its net assets would be
invested in such securities and other illiquid securities.

- 11 -
<PAGE>
Although the securities subject to a repurchase agreement
might bear maturities exceeding one year, settlement for the
repurchase would never be more than one year after the Fund's
acquisition of the securities and normally would be within a
shorter period of time. The resale price will be in excess of
the purchase price, reflecting an agreed upon market rate
effective for the period of time the Fund's money will be
invested in the securities, and will not be related to the coupon
rate of the purchased security. At the time the Fund enters into
a repurchase agreement, the value of the underlying security,
including accrued interest, will equal or exceed the value of the
repurchase agreement, and, in the case of the repurchase
agreement exceeding one day, the seller will agree that the value
of the underlying security, including accrued interest, will at
all times equal or exceed the value of the repurchase agreement.
The collateral securing the seller's obligation must be of a
credit quality at least equal to the Fund's investment criteria
for portfolio securities and will be held by the Custodian or in
the Federal Reserve Book Entry System.

For purposes of the Investment Company Act of 1940, a
repurchase agreement is deemed to be a loan from the Fund to the
seller subject to the repurchase agreement and is therefore
subject to the Fund's investment restriction applicable to loans.
It is not clear whether a court would consider the securities
purchased by the Fund subject to a repurchase agreement as being
owned by the Fund or as being collateral for a loan by the Fund
to the seller. In the event of the commencement of bankruptcy or
insolvency proceedings with respect to the seller of the
securities before repurchase of the security under a repurchase
agreement, the Fund may encounter delay and incur costs before
being able to sell the security. Delays may involve loss of
interest or decline in price of the security. If a court
characterized the transaction as a loan and the Fund has not
perfected a security interest in the security, the Fund may be
required to return the security to the seller's estate and be
treated as an unsecured creditor of the seller. As an unsecured
creditor, the Fund would be at the risk of losing some or all of
the principal and income involved in the transaction. As with
any unsecured debt obligation purchased for the Fund, the Adviser
seeks to minimize the risk of loss through repurchase agreements
by analyzing the creditworthiness of the obligor, in this case,
the seller. Apart from the risk of bankruptcy or insolvency
proceedings, there is also the risk that the seller may fail to
repurchase the security, in which case the Fund may incur a loss
if the proceeds to the Fund of the sale of the security to a
third party are less than the repurchase price. However, if the
market value of the securities subject to the repurchase
agreement becomes less than the repurchase price (including
interest), the Fund will direct the seller of the security to
deliver additional securities so that the market value of all
securities subject to the repurchase agreement will equal or

- 12 -
<PAGE>
exceed the repurchase price. It is possible that the Fund will
be unsuccessful in seeking to enforce the seller's contractual
obligation to deliver additional securities.

LOANS OF PORTFOLIO SECURITIES. The Fund may lend its
portfolio securities subject to the restrictions stated in its
Prospectus. Under applicable regulatory requirements (which are
subject to change), the loan collateral must, on each business
day, at least equal the value of the loaned securities. To be
acceptable as collateral, letters of credit must obligate a bank
to pay amounts demanded by the Fund if the demand meets the terms
of the letter. Such terms and the issuing bank must be
satisfactory to the Fund. The Fund receives amounts equal to the
interest on loaned securities and also receive one or more of (a)
negotiated loan fees, (b) interest on securities used as
collateral, or (c) interest on short-term debt securities
purchased with such collateral; either type of interest may be
shared with the borrower. The Fund may also pay fees to placing
brokers as well as custodian and administrative fees in
connection with loans. Fees may only be paid to a placing broker
provided that the Trustees determine that the fee paid to the
placing broker is reasonable and based solely upon services
rendered, that the Trustees separately consider the propriety of
any fee shared by the placing broker with the borrower, and that
the fees are not used to compensate the Adviser or any affiliated
person of the Trust or an affiliated person of the Adviser or
other affiliated person. The terms of the Fund's loans must meet
applicable tests under the Internal Revenue Code and permit the
Fund to reacquire loaned securities on five days' notice or in
time to vote on any important matter.

MAJORITY. As used in the Prospectus and this Statement of
Additional Information, the term "majority" of the outstanding
shares of the Trust (or of the Fund) means the lesser of (1) 67%
or more of the outstanding shares of the Trust (or the Fund)
present at a meeting, if the holders of more than 50% of the
outstanding shares of the Trust (or the Fund) are present or
represented at such meeting or (2) more than 50% of the
outstanding shares of the Trust (or the Fund).

INVESTMENT LIMITATIONS
- ----------------------

The Trust has adopted certain fundamental investment
limitations designed to reduce the risk of an investment in the
Fund. These limitations may not be changed without the
affirmative vote of a majority of the outstanding shares of the
Fund. For the purpose of these investment limitations, the
identification of the "issuer" of Municipal Obligations which are
not general obligation bonds is made by the Adviser on the basis
of the characteristics of the obligation, the most significant of
which is the source of funds for the payment of principal of and
interest on such obligations.

- 13 -
<PAGE>
THE LIMITATIONS APPLICABLE TO THE FUND ARE:

1. Borrowing Money. The Fund will not borrow money,
except from a bank for temporary purposes only, provided that,
when made, such temporary borrowings are in an amount not
exceeding 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.

2. Pledging. The Fund will not mortgage, pledge,
hypothecate or in any manner transfer, as security for
indebtedness, any security owned or held by the Fund except as
may be necessary in connection with borrowings described in
limitation (1) above. The Fund will not mortgage, pledge or
hypothecate more than 10% of the value of its total assets in
connection with borrowings.

3. Underwriting. The Fund will not act as underwriter of
securities issued by other persons. This limitation is not
applicable to the extent that, in connection with the disposition
of its portfolio securities (including restricted securities),
the Fund may be deemed an underwriter under certain federal
securities laws.

4. Illiquid Investments. The Fund will not invest more
than 10% of its net assets in securities for which there are
legal or contractual restrictions on resale, repurchase
agreements maturing in more than seven days and other illiquid
securities.

5. Real Estate. The Fund will not purchase, hold or deal
in real estate. This limitation is not applicable to investments
in securities which are secured by or represent interests in real
estate.

6. Commodities. The Fund will not purchase, hold or deal
in commodities or commodities futures contracts, or invest in
oil, gas or other mineral explorative or development programs.
This limitation is not applicable to the extent that the tax-
exempt obligations, U.S. Government obligations and other
securities in which the Fund may otherwise invest would be
considered to be such commodities, contracts or investments.

7. Loans. The Fund will not make loans to other persons,
except (a) by loaning portfolio securities, or (b) by engaging in
repurchase agreements. For purposes of this limitation, the term
"loans" shall not include the purchase of a portion of an issue
of tax-exempt obligations or publicly distributed bonds,
debentures or other securities.

- 14 -
<PAGE>
8. Margin Purchases. The Fund will not purchase
securities or evidences of interest thereon on "margin." This
limitation is not applicable to short-term credit obtained by the
Funds for the clearance of purchases and sales or redemption of
securities.

9. Short Sales and Options. The Fund will not sell any
securities short or sell put and call options. This limitation
is not applicable to the extent that sales by the Fund of tax-
exempt obligations with puts attached or sales by the Fund of
other securities in which the Fund may otherwise invest would be
considered to be sales of options.

10. Other Investment Companies. The Fund will not invest
more than 5% of its total assets in the securities of any
investment company and will not invest more than 10% of its total
assets in securities of other investment companies.

11. Concentration. The Fund will not invest more than 25%
of its total assets in a particular industry; this limitation is
not applicable to investments in tax-exempt obligations issued by
governments or political subdivisions of governments.

12. Senior Securities. The Fund will not issue or sell any
class of senior security as defined by the Investment Company Act
of 1940 except to the extent that notes evidencing temporary
borrowings or the purchase of securities on a when-issued basis
might be deemed as such.

With respect to the percentages adopted by the Trust as
maximum limitations on the Fund's investment policies and
restrictions, an excess above the fixed percentage (except for
the percentage limitations relative to the borrowing of money and
the holding of illiquid securities) will not be a violation of
the policy or restriction unless the excess results immediately
and directly from the acquisition of any security or the action
taken.

The Trust has never pledged, mortgaged or hypothecated the
assets of the Fund, and the Trust presently intends to continue
this policy. The Trust has never acquired, nor does it presently
intend to acquire, securities issued by any other investment
company or investment trust. As long as the rules promulgated
under the California Corporate Securities Law prohibit the Fund
from acquiring or retaining securities of any open-end investment
company, the Fund will not acquire or retain such securities,
unless the acquisition is part of a merger or acquisition of
assets or other reorganization. The statements of intention in
this paragraph reflect nonfundamental policies which may be
changed by the Board of Trustees without shareholder approval.

- 15 -
<PAGE>
TRUSTEES AND OFFICERS
- ---------------------

The following is a list of the Trustees and executive
officers of the Trust and their aggregate compensation from the
Trust and the Midwest complex (consisting of the Trust, Midwest
Trust and Midwest Strategic Trust) for the fiscal year ended June
30, 1995. Each Trustee who is an "interested person" of the
Trust, as defined by the Investment Company Act of 1940, is
indicated by an asterisk. Each of the Trustees is also a Trustee
of Midwest Trust and Midwest Strategic Trust.
<TABLE>

<C> <C> <C> <C> <C>
COMPENSATION COMPENSATION FROM
NAME AGE POSITION HELD FROM TRUST MIDWEST COMPLEX
*Robert H. Leshner 56 President/Trustee $ 0 $ 0
+Dale P. Brown 48 Trustee 0 1,200
Gary W. Heldman 49 Trustee 2,200 4,400
+H. Jerome Lerner 57 Trustee 2,200 6,800
+Richard A. Lipsey 56 Trustee 0 2,400
Donald J. Rahilly 50 Trustee 0 1,800
Fred A. Rappoport 49 Trustee 0 2,400
Oscar P. Robertson 57 Trustee 1,950 3,900
Robert B. Sumerel 54 Trustee 0 600
John F. Splain 39 Secretary 0 0
Mark J. Seger 34 Treasurer 0 0

* Mr. Leshner, as an affiliated person of Midwest Group
Financial Services, Inc., the Trust's principal underwriter
and investment adviser, is an "interested person" of the
Trust within the meaning of Section 2(a)(19) of the
Investment Company Act of 1940.

+ Member of Audit Committee.
</TABLE>

The principal occupations of the Trustees and executive
officers of the Trust during the past five years are set forth
below:

ROBERT H. LESHNER, 312 Walnut Street, Cincinnati, Ohio is
Chairman of the Board of Midwest Group Financial Services, Inc.
(the investment adviser and principal underwriter of the Trust),
MGF Service Corp. (a registered transfer agent) and Leshner
Financial, Inc. (a financial services company and parent of
Midwest Group Financial Services, Inc. and MGF Service Corp.).
He is President and a Trustee of Midwest Trust and Midwest
Strategic Trust, registered investment companies.

DALE P. BROWN, 36 East Seventh Street, Cincinnati, Ohio is
President and Chief Executive Officer of Sive/Young & Rubicam, an
advertising agency. She is also a director of The Ohio National
Life Insurance Company.

- 16 -
<PAGE>
GARY W. HELDMAN, 183 Congress Run Road, Cincinnati, Ohio is
the former President of The Fechheimer Brothers Company, a
manufacturer of uniforms.

H. JEROME LERNER, 7149 Knoll Road, Cincinnati, Ohio is a
principal of HJL Enterprises and is Chairman of Crane
Electronics, Inc., a manufacturer of electronic connectors.

RICHARD A. LIPSEY, 11478 Rue Concord, Baton Rouge, Louisiana
is President and Chief Executive Officer of Lipsey's, Inc., a
national sporting goods distributor. He is also a Regional
Director of Premier Bank, N.A.

DONALD J. RAHILLY, 9933 Alliance Road, Cincinnati, Ohio is
Chairman of S. Rosenthal & Co., Inc., a printing company.

FRED A. RAPPOPORT, 830 Birchwood Drive, Los Angeles,
California is President and Chairman of The Fred Rappoport
Company, a broadcasting and entertainment production company.

OSCAR P. ROBERTSON, 4293 Muhlhauser Road, Fairfield, Ohio is
a President of Orchem, Corp., a chemical specialties distributor,
and Orpack Stone Corporation, a corrugated box manufacturer.

ROBERT B. SUMEREL, 8675 Bridgewater Lane, Cincinnati, Ohio
is Chief Executive Officer of Bob Sumerel Tire Inc., a tire sales
and service company.

JOHN F. SPLAIN, 312 Walnut Street, Cincinnati, Ohio is
Secretary and General Counsel of Leshner Financial, Inc., Midwest
Group Financial Services, Inc. and MGF Service Corp. He is also
Secretary of Midwest Trust, Midwest Strategic Trust, Brundage,
Story and Rose Investment Trust, Williamsburg Investment Trust,
Markman MultiFund Trust, The Tuscarora Investment Trust and
PRAGMA Investment Trust and Assistant Secretary of Schwartz
Investment Trust and Fremont Mutual Funds, Inc., all of which are
registered investment companies.

MARK J. SEGER, C.P.A., 312 Walnut Street, Cincinnati, Ohio
is Vice President of Leshner Financial, Inc. and MGF Service
Corp. He is also Treasurer of Midwest Trust, Midwest Strategic
Trust, Brundage, Story and Rose Investment Trust, Williamsburg
Investment Trust, Markman MultiFund Trust and PRAGMA Investment
Trust, Assistant Treasurer of Schwartz Investment Trust and The
Tuscarora Investment Trust and Assistant Secretary of Fremont
Mutual Funds, Inc.

THE INVESTMENT ADVISER AND UNDERWRITER
- --------------------------------------

Midwest Group Financial Services, Inc. (the "Adviser") is
the Fund's investment manager. The Adviser is a subsidiary of
Leshner Financial, Inc., of which Robert H. Leshner is the

- 17 -
<PAGE>
controlling shareholder. Mr. Leshner may be deemed to be a
controlling person and an affiliate of the Adviser by reason of
his indirect ownership of its shares and his position as the
principal executive officer of the Adviser. Mr. Leshner, by
reason of such affiliation, may directly or indirectly receive
benefits from the advisory fees paid to the Adviser.

Under the terms of the investment advisory agreement between
the Trust and the Adviser, the Adviser manages the Fund's
investments. The Fund pays the Adviser a fee computed and
accrued daily and paid monthly at an annual rate of .5% of its
average daily net assets up to $100,000,000, .45% of such assets
from $100,000,000 to $200,000,000, .4% of such assets from
$200,000,000 to $300,000,000 and .375% of such assets in excess
of $300,000,000. The total fees paid by the Fund during the
first and second halves of each fiscal year of the Trust may not
exceed the semiannual total of the daily fee accruals requested
by the Adviser during the applicable six month period.

The Fund is responsible for the payment of all expenses
incurred in connection with the organization, registration of
shares and operations of the Fund, including such extraordinary
or non-recurring expenses as may arise, such as litigation to
which the Trust may be a party. The Fund may have an obligation
to indemnify the Trust's officers and Trustees with respect to
such litigation, except in instances of willful misfeasance, bad
faith, gross negligence or reckless disregard by such officers
and Trustees in the performance of their duties. The Adviser
bears promotional expenses in connection with the distribution of
the Fund's Retail Shares to the extent that such expenses are not
assumed by the Retail Shares under its plan of distribution (see
below). The Adviser pays from its own resources promotional
expenses in connection with the distribution of the Fund's
Institutional Shares. The compensation and expenses of any
officer, Trustee or employee of the Trust who is an officer,
director, employee or stockholder of the Adviser are paid by the
Adviser, except that the compensation and expenses of the Chief
Financial Officer of the Trust are paid by the Trust regardless
of the Chief Financial Officer's relationship with the Adviser.

By its terms, the Fund's investment advisory agreement will
remain in force until January 30, 1998 and from year to year
thereafter, subject to annual approval by (a) the Board of
Trustees or (b) a vote of a majority of the Fund's outstanding
voting securities; provided that in either event continuance is
also approved by a majority of the Trustees who are not
interested persons of the Trust, by a vote cast in person at a
meeting called for the purpose of voting such approval. The
Fund's investment advisory agreement may be terminated at any
time, on sixty days' written notice, without the payment of any
penalty, by the Board of Trustees, by a vote of the majority of
the Fund's outstanding voting securities, or by the Adviser. The

- 18 -
<PAGE>
investment advisory agreement automatically terminates in the
event of its assignment, as defined by the Investment Company Act
of 1940 and the rules thereunder.

The Adviser will reimburse the Fund to the extent that the
expenses of the Fund for any fiscal year exceed the applicable
expense limitations imposed by state securities administrators,
as such limitations may be lowered or raised from time to time.
The most restrictive limitation is presently 2.5% of the first
$30 million of average daily net assets, 2% of the next $70
million of average daily net assets and 1.5% of average daily net
assets in excess of $100 million. If any such reimbursement is
required, the payment of the advisory fee at the end of any month
will be reduced or postponed or, if necessary, a refund will be
made to the Fund at the end of such month. Certain expenses such
as brokerage commissions, if any, taxes, interest, extraordinary
items and other expenses subject to approval of state securities
administrators are excluded from such limitations. If the
expenses of the Fund approach the applicable limitation in any
state, the Trust will consider the various actions that are
available to it, including suspension of sales to residents of
that state.

The Adviser may use the name "Midwest," "Midwest Group" or
any derivation thereof in connection with any registered
investment company or other business enterprise with which it is
or may become associated.

The Adviser is also the principal underwriter of the Fund
and, as such, the exclusive agent for distribution of shares of
the Fund. The Adviser is obligated to sell the shares on a best
efforts basis only against purchase orders for the shares.
Shares of the Fund are offered to the public on a continuous
basis.

Retail Shares of the Fund may compensate dealers, including
the Adviser and its affiliates, based on the average balance of
all accounts in Retail Shares for which the dealer is designated
as the party responsible for the account. See "Distribution
Plan" below.

DISTRIBUTION PLAN
- -----------------

As stated in the Prospectus, Retail Shares of the Fund have
adopted a plan of distribution (the "Class A Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940 which permits
Retail Shares to pay for expenses incurred in the distribution
and promotion of the Fund's Retail Shares, including but not
limited to, the printing of prospectuses, statements of
additional information and reports used for sales purposes,
advertisements, expenses of preparation and printing of sales
literature, promotion, marketing and sales expenses, and other
distribution-related expenses, including any distribution fees
paid to securities dealers or other firms who have executed a

- 19 -
<PAGE>
distribution or service agreement with the Adviser. The Class A
Plan expressly limits payment of the distribution expenses listed
above in any fiscal year to a maximum of .25% of the average
daily net assets of Retail Shares of the Fund. Unreimbursed
expenses will not be carried over from year to year.

Agreements implementing the Class A Plan (the
"Implementation Agreements"), including agreements with dealers
wherein such dealers agree for a fee to act as agents for the
sale of the Fund's Retail Shares, are in writing and have been
approved by the Board of Trustees. All payments made pursuant to
the Class A Plan are made in accordance with written agreements.

The continuance of the Class A Plan and the Implementation
Agreements must be specifically approved at least annually by a
vote of the Trust's Board of Trustees and by a vote of the
Trustees who are not interested persons of the Trust and have no
direct or indirect financial interest in the Class A Plan or any
Implementation Agreement (the "Independent Trustees") at a
meeting called for the purpose of voting on such continuance.
The Class A Plan may be terminated at any time by a vote of a
majority of the Independent Trustees or by a vote of the holders
of a majority of the outstanding Retail Shares of the Fund. In
the event the Class A Plan is terminated in accordance with its
terms, Retail Shares will not be required to make any payments
for expenses incurred by the Adviser after the termination date.
Each Implementation Agreement terminates automatically in the
event of its assignment and may be terminated at any time by a
vote of a majority of the Independent Trustees or by a vote of
the holders of a majority of the outstanding Retail Shares on not
more than 60 days' written notice to any other party to the
Implementation Agreement. The Class A Plan may not be amended to
increase materially the amount to be spent for distribution
without shareholder approval. All material amendments to the
Class A Plan must be approved by a vote of the Trust's Board of
Trustees and by a vote of the Independent Trustees.

In approving the Class A Plan, the Trustees determined, in
the exercise of their business judgment and in light of their
fiduciary duties as Trustees, that there is a reasonable
likelihood that the Class A Plan will benefit the Fund and the
holders of its Retail Shares. The Board of Trustees believes
that expenditure of assets of Retail Shares for distribution
expenses under the Class A Plan should assist in the growth of
such shares which will benefit the Fund and the holders of its
Retail Shares through increased economies of scale, greater
investment flexibility, greater portfolio diversification and
less chance of disruption of planned investment strategies. The
Class A Plan will be renewed only if the Trustees make a similar
determination for each subsequent year of the Plan. There can be
no assurance that the benefits anticipated from the expenditure
of Retail Shares' assets for distribution will be realized.
While the Class A Plan is in effect, all amounts spent by Retail
Shares pursuant to the Plan and the purposes for which such

- 20 -
<PAGE>
expenditures were made must be reported quarterly to the Board of
Trustees for its review. The selection and nomination of those
Trustees who are not interested persons of the Trust are
committed to the discretion of the Independent Trustees during
such period.

By reason of his indirect ownership of shares of the
Adviser, Robert H. Leshner may be deemed to have a financial
interest in the operation of the Class A Plan and the
Implementation Agreements.

SECURITIES TRANSACTIONS
- -----------------------

Decisions to buy and sell securities for the Fund and the
placing of the Fund's securities transactions and negotiation of
commission rates where applicable are made by the Adviser and are
subject to review by the Board of Trustees of the Trust. In the
purchase and sale of portfolio securities, the Adviser seeks best
execution for the Fund, taking into account such factors as price
(including the applicable brokerage commission or dealer spread),
the execution capability, financial responsibility and
responsiveness of the broker or dealer and the brokerage and
research services provided by the broker or dealer. The Adviser
generally seeks favorable prices and commission rates that are
reasonable in relation to the benefits received.

Generally, the Fund attempts to deal directly with the
dealers who make a market in the securities involved unless
better prices and execution are available elsewhere. Such
dealers usually act as principals for their own account. On
occasion, portfolio securities for the Fund may be purchased
directly from the issuer. Because the portfolio securities of
the Fund are generally traded on a net basis and transactions in
such securities do not normally involve brokerage commissions,
the cost of portfolio securities transactions of the Fund will
consist primarily of dealer or underwriter spreads.

The Adviser is specifically authorized to select brokers who
also provide brokerage and research services to the Fund and/or
other accounts over which the Adviser exercises investment
discretion and to pay such brokers a commission in excess of the
commission another broker would charge if the Adviser determines
in good faith that the commission is reasonable in relation to
the value of the brokerage and research services provided. The
determination may be viewed in terms of a particular transaction
or the Adviser's overall responsibilities with respect to the
Fund and to accounts over which it exercises investment
discretion.

- 21 -
<PAGE>
Research services include securities and economic analyses,
reports on issuers' financial conditions and future business
prospects, newsletters and opinions relating to interest trends,
general advice on the relative merits of possible investment
securities for the Fund and statistical services and information
with respect to the availability of securities or purchasers or
sellers of securities. Although this information is useful to
the Fund and the Adviser, it is not possible to place a dollar
value on it. Research services furnished by brokers through whom
the Fund effects securities transactions may be used by the
Adviser in servicing all of its accounts and not all such
services may be used by the Adviser in connection with the Fund.

The Fund has no obligation to deal with any broker or dealer
in the execution of securities transactions. However, the
Adviser and other affiliates of the Trust or the Adviser may
effect securities transactions which are executed on a national
securities exchange or transactions in the over-the-counter
market conducted on an agency basis. The Fund will not effect
any brokerage transactions in its portfolio securities with the
Adviser if such transactions would be unfair or unreasonable to
its shareholders. Over-the-counter transactions will be placed
either directly with principal market makers or with broker-
dealers. Although the Fund does not anticipate any ongoing
arrangements with other brokerage firms, brokerage business may
be transacted from time to time with other firms. Neither the
Adviser nor affiliates of the Trust or the Adviser will receive
reciprocal brokerage business as a result of the brokerage
business transacted by the Fund with other brokers.

CODE OF ETHICS. The Trust and the Adviser have each adopted a
Code of Ethics under Rule 17j-1 of the Investment Company Act of
1940. The Code significantly restricts the personal investing
activities of all employees of the Adviser and, as described
below, imposes additional, more onerous, restrictions on
investment personnel of the Adviser. The Code requires that all
employees of the Adviser preclear any personal securities
investment (with limited exceptions, such as U.S. Government
obligations). The preclearance requirement and associated
procedures are designed to identify any substantive prohibition
or limitation applicable to the proposed investment. In
addition, no employee may purchase or sell any security which at
the time is being purchased or sold (as the case may be), or to
the knowledge of the employee is being considered for purchase or
sale, by the Fund. The substantive restrictions applicable to
investment personnel of the Adviser include a ban on acquiring
any securities in an initial public offering and a prohibition
from profiting on short-term trading in securities. Furthermore,
the Code provides for trading "blackout periods" which prohibit
trading by investment personnel of the Adviser within periods of
trading by the Fund in the same (or equivalent) security.

- 22 -
<PAGE>
PORTFOLIO TURNOVER
- ------------------

The Adviser intends to hold the portfolio securities of the
Fund to maturity and to limit portfolio turnover to the extent
possible. Nevertheless, changes in the Fund's portfolio will be
made promptly when determined to be advisable by reason of
developments not foreseen at the time of the original investment
decision, and usually without reference to the length of time a
security has been held.

The Fund's portfolio turnover rate is calculated by dividing
the lesser of purchases or sales of portfolio securities for the
fiscal year by the monthly average of the value of the portfolio
securities owned by the Fund during the fiscal year. High
portfolio turnover involves correspondingly greater brokerage
commissions and other transaction costs, which will be borne
directly by the Fund. The Adviser anticipates that the Fund's
portfolio turnover rate normally will not exceed 100%. A 100%
turnover rate would occur if all of the portfolio securities were
replaced once within a one year period.

CALCULATION OF SHARE PRICE
- --------------------------

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, on each
day the Trust is open for business. The Trust is open for
business on every day except Saturdays, Sundays and the following
holidays: New Year's Day, President's Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving and Christmas.
The Trust may also be open for business on other days in which
there is sufficient trading in the Fund's portfolio securities
that its net asset value might be materially affected. For a
description of the methods used to determine the share price, see
"Calculation of Share Price" in the Prospectus.

Pursuant to Rule 2a-7 promulgated under the Investment
Company Act of 1940, the Fund values its portfolio securities on
an amortized cost basis. The use of the amortized cost method of
valuation involves valuing an instrument at its cost and,
thereafter, assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating
interest rates on the market value of the instrument. Under the
amortized cost method of valuation, neither the amount of daily
income nor the net asset value of the Fund is affected by any
unrealized appreciation or depreciation of the portfolio. The
Board of Trustees has determined in good faith that utilization
of amortized cost is appropriate and represents the fair value of
the portfolio securities of the Fund.

Pursuant to Rule 2a-7, the Fund maintains a dollar-weighted
average portfolio maturity of 90 days or less, purchases only
securities having remaining maturities of thirteen months or less

- 23 -
<PAGE>
and invests only in United States dollar-denominated securities
determined by the Board of Trustees to be of high quality and to
present minimal credit risks. If a security ceases to be an
eligible security, or if the Board of Trustees believes such
security no longer presents minimal credit risks, the Trustees
will cause the Fund to dispose of the security as soon as
possible.

The maturity of a floating or variable rate instrument
subject to a demand feature held by the Fund will be determined
as follows, provided that the conditions set forth below are met.
The maturity of a floating rate instrument with a demand feature
(or a participation interest in such a floating rate instrument)
will be deemed to be the period of time remaining until the
principal amount owed can be recovered through demand. The
maturity of a variable rate instrument with a demand feature (or
a participation interest in such a variable rate instrument) will
be deemed to be the longer of the period remaining until the next
readjustment of the interest rate or the period remaining until
the principal amount owed can be recovered through demand.

The demand feature of each such instrument must entitle the
Fund to receive the principal amount of the instrument plus
accrued interest, if any, at the time of exercise and must be
exercisable either (1) at any time upon no more than thirty days'
notice or (2) at specified intervals not exceeding thirteen
months and upon no more than thirty days' notice. Furthermore,
the maturity of any such instrument may only be determined as set
forth above as long as the instrument continues to receive a
short-term rating in one of the two highest categories from any
two nationally recognized statistical rating organizations
("NRSROs") (or from any one NRSRO if the security is rated by
only that NRSRO) or, if not rated, is determined to be of
comparable quality by the Adviser, under the direction of the
Board of Trustees. However, an instrument having a demand
feature other than an "unconditional" demand feature must have
both a short-term and a long-term rating in one of the two
highest categories from any two NRSROs (or from any one NRSRO if
the security is rated by only that NRSRO) or, if not rated, to
have been determined to be of comparable quality by the Adviser,
under the direction of the Board of Trustees. An "unconditional"
demand feature is one that by its terms would be readily
exercisable in the event of a default on the underlying
instrument.

The Board of Trustees has established procedures designed to
stabilize, to the extent reasonably possible, the price per share
of the Fund as computed for the purpose of sales and redemptions
at $1 per share. The procedures include review of the Fund's
portfolio holdings by the Board of Trustees to determine whether
the Fund's net asset value calculated by using available market
quotations deviates more than one-half of one percent from $1 per

- 24 -
<PAGE>
share and, if so, whether such deviation may result in material
dilution or is otherwise unfair to existing shareholders. In the
event the Board of Trustees determines that such a deviation
exists, it will take corrective action as it regards necessary
and appropriate, including the sale of portfolio securities prior
to maturity to realize capital gains or losses or to shorten
average portfolio maturities; withholding dividends; redemptions
of shares in kind; or establishing a net asset value per share by
using available market quotations. The Board of Trustees has
also established procedures designed to ensure that the Fund
complies with the quality requirements of Rule 2a-7.

While the amortized cost method provides certainty in
valuation, it may result in periods during which the value of an
instrument, as determined by amortized cost, is higher or lower
than the price the Fund would receive if it sold the instrument.
During periods of declining interest rates, the daily yield on
shares of the Fund may tend to be higher than a like computation
made by a fund with identical investments utilizing a method of
valuation based upon market prices and estimates of market prices
for all of its portfolio securities. Thus, if the use of
amortized cost by the Fund resulted in a lower aggregate
portfolio value on a particular day, a prospective investor in
the Fund would be able to obtain a somewhat higher yield than
would result from investment in a fund utilizing solely market
values and existing investors would receive less investment
income. The converse would apply in a period of rising interest
rates.

TAXES
- -----

The Prospectus describes generally the tax treatment of
distributions by the Fund. This section of the Statement of
Additional Information includes additional information concerning
federal and state taxes.

The Fund intends to qualify annually 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. To so qualify the Fund must, among other things,
(i) derive at least 90% of its gross income in each taxable year
from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stock,
securities or foreign currency, or certain other income
(including but not limited to gains from options, futures and
forward contracts) derived with respect to its business of
investing in stock, securities or currencies; (ii) derive less
than 30% of its gross income in each taxable year from the sale
or other disposition of the following assets held for less than
three months: (a) stock or securities, (b) options, futures or
forward contracts not directly related to its principal business
of investing in stock or securities; and (iii) diversify its
holdings so that at the end of each quarter of its taxable year

- 25 -
<PAGE>
the following two conditions are met: (a) at least 50% of the
value of the Fund's total assets is represented by cash, U.S.
Government securities, securities of other regulated investment
companies and other securities (for this purpose such other
securities will qualify only if the Fund's investment is limited
in respect to any issuer to an amount not greater than 5% of the
Fund's assets and 10% of the outstanding voting securities of
such issuer) and (b) not more than 25% of the value of the Fund's
assets is invested in securities of any one issuer (other than
U.S. Government securities or securities of other regulated
investment companies).

The Fund intends to invest in sufficient obligations so that
it will qualify to pay, for federal income tax purposes, "exempt-
interest dividends" (as defined in the Internal Revenue Code) to
shareholders. The Fund's dividends payable from net tax-exempt
interest earned from tax-exempt obligations will qualify as
exempt-interest dividends for federal income tax purposes if, at
the close of each quarter of the taxable year of the Fund, at
least 50% of the value of its total assets consists of tax-exempt
obligations. The percentage of income that is exempt from
federal income taxes is applied uniformly to all distributions
made during each calendar year. This percentage may differ from
the actual tax-exempt percentage during any particular month.

The Fund intends to invest primarily in obligations with
interest income exempt from federal income taxes. To the extent
possible, the Fund intends to invest primarily in obligations the
income from which is exempt from Michigan personal income tax.
Distributions from net investment income and net realized capital
gains, including exempt-interest dividends, may be subject to
state taxes in other states.

Under the Internal Revenue Code, interest on indebtedness
incurred or continued to purchase or carry shares of investment
companies paying exempt-interest dividends, such as the Fund,
will not be deductible by the investor for federal income tax
purposes. Shareholders should consult their tax advisors as to
the application of these provisions.

Shareholders receiving Social Security benefits may be
subject to federal income tax (and perhaps state personal income
tax) on a portion of those benefits as a result of receiving tax-
exempt income (including exempt-interest dividends distributed by
the Fund). In general, the tax will apply to such benefits only
in cases where the recipient's provisional income, consisting of
adjusted gross income, tax-exempt interest income and 50% of any
Social Security benefits, exceeds a base amount ($25,000 for
single individuals and $32,000 for individuals filing a joint
return). In such cases, the tax will be imposed on the lesser of
50% of the recipient's Social Security benefits or the excess of
provisional income over the base amount. A second tier of

- 26 -
<PAGE>
inclusion rules for high-income social security recipients has
been added for tax years beginning after 1993. These new rules
apply to taxpayers who have provisional income over $44,000
(married filing jointly) or $34,000 (single). For these
taxpayers, the amount of benefit subject to tax is the lesser of
(1) 85% of the social security benefit received or (2) 85% of the
excess of the taxpayer's provisional income over $44,000 (married
filing jointly) or $34,000 (single) plus the smaller of (a)
$6,000 (married filing jointly) or $4,500 (single) or (b) the
amount taxable under the 50% inclusion rules described above.
Shareholders receiving Social Security benefits may wish to
consult their tax advisors.

The Fund's net realized capital gains from securities
transactions will be distributed only after reducing such gains
by the amount of any available capital loss carryforwards.
Capital losses may be carried forward to offset any capital gains
for eight years, after which any undeducted capital loss
remaining is lost as a deduction.

A federal excise tax at the rate of 4% will be imposed on
the excess, if any, of the Fund's "required distribution" over
actual distributions in any calendar year. Generally, the
"required distribution" is 98% of the Fund's ordinary income for
the calendar year plus 98% of its net capital gains recognized
during the one year period ending on October 31 of the calendar
year plus undistributed amounts from prior years. The Fund
intends to make distributions sufficient to avoid imposition of
the excise tax.

The Trust is required to withhold and remit to the U.S.
Treasury a portion (31%) of dividend income on any account unless
the shareholder provides a taxpayer identification number and
certifies that such number is correct and that the shareholder is
not subject to backup withholding.

REDEMPTION IN KIND
- ------------------

Under unusual circumstances, when the Board of Trustees
deems it in the best interests of the Fund's shareholders, the
Fund may make payment for shares repurchased or redeemed in whole
or in part in securities of the Fund taken at current value. If
any such redemption in kind is to be made, the Fund intends to
make an election pursuant to Rule 18f-1 under the Investment
Company Act of 1940. This election will require the Fund to
redeem shares solely in cash up to the lesser of $250,000 or 1%
of the net asset value of the Fund during any 90 day period for
any one shareholder. Should payment be made in securities, the
redeeming shareholder will generally incur brokerage costs in
converting such securities to cash. Portfolio securities which
are issued in an in-kind redemption will be readily marketable.

- 27 -
<PAGE>
HISTORICAL PERFORMANCE INFORMATION
- ----------------------------------

Yield quotations on investments in the Fund are provided on
both a current and an effective (compounded) basis. Current
yields are calculated by determining the net change in the value
of a hypothetical account for a seven calendar day period (base
period) with a beginning balance of one share, dividing by the
value of the account at the beginning of the base period to
obtain the base period return, multiplying the result by (365/7)
and carrying the resulting yield figure to the nearest hundredth
of one percent. Effective yields reflect daily compounding and
are calculated as follows: Effective yield = (base period return
+ 1)365/7 - 1. For purposes of these calculations, no effect is
given to realized or unrealized gains or losses (the Fund does
not normally recognize unrealized gains and losses under the
amortized cost valuation method). The Fund may also quote a tax-
equivalent current or effective yield, computed by dividing that
portion of the Fund's current or effective yield which is tax-
exempt by one minus a stated income tax rate and adding the
product to that portion, if any, of the yield that is not tax-
exempt.

The performance quotations described above are based on
historical earnings and are not intended to indicate future
performance. Yield quotations are computed separately for Retail
Shares and Institutional Shares of the Fund. The yield of
Institutional Shares is expected to be higher than the yield of
Retail Shares due to the distribution fees imposed on Retail
Shares.

To help investors better evaluate how an investment in the
Fund might satisfy their investment objective, advertisements
regarding the Fund may discuss various measures of Fund
performance, including current performance ratings and/or
rankings appearing in financial magazines, newspapers and
publications which track mutual fund performance. Advertisements
may also compare performance (using the calculation methods set
forth in the Prospectus) to performance as reported by other
investments, indices and averages. When advertising current
ratings or rankings, the Fund may use the following publications
or indices to discuss or compare Fund performance:

Donoghue's Money Fund Report provides a comparative analysis
of performance for various categories of money market funds. The
Fund may compare performance rankings with money market funds
appearing in the Tax Free State Specific Stockbroker & General
Purpose Funds category. Lipper Fixed Income Fund Performance
Analysis measures total return and average current yield for the
mutual fund industry and ranks individual mutual fund performance
over specified time periods assuming reinvestment of all
distributions, exclusive of sales loads. The Fund may provide
comparative performance information appearing in the Michigan
Tax-Exempt Money Market Funds category.

- 28 -
<PAGE>

In assessing such comparisons of performance an investor
should keep in mind that the composition of the investments in
the reported indices and averages is not identical to the Fund's
portfolio, that the averages are generally unmanaged and that the
items included in the calculations of such averages may not be
identical to the formula used by the Fund to calculate its
performance. In addition, there can be no assurance that the
Fund will continue this performance as compared to such other
averages.

CUSTODIAN
- ---------

The Huntington Trust Company, N.A., 7450 Huntington Park
Drive, Columbus, Ohio, has been retained to act as Custodian for
investments of the Fund. The Huntington Trust Company, N.A. acts
as the Fund's depository, safekeeps its portfolio securities,
collects all income and other payments with respect thereto,
disburses funds as instructed and maintains records in connection
with its duties.

AUDITORS
- --------

The firm of Arthur Andersen LLP has been selected as
independent auditors for the Trust for the fiscal year ending
June 30, 1997. Arthur Andersen LLP, 425 Walnut Street,
Cincinnati, Ohio, performs an annual audit of the Trust's
financial statements and advises the Trust as to certain
accounting matters.

MGF SERVICE CORP.
- ----------------

The Trust's transfer agent, MGF Service Corp. ("MGF"),
maintains the records of each shareholder's account, answers
shareholders' inquiries concerning their accounts, processes
purchases and redemptions of the Fund's shares, acts as dividend
and distribution disbursing agent and performs other shareholder
service functions. MGF is an affiliate of the Adviser by reason
of common ownership. MGF receives for its services as transfer
agent a fee payable monthly at an annual rate of $25 per account
from the Fund, provided, however, that the minimum fee is $1,000
per month for each class of shares of the Fund. In addition, the
Fund pays out-of-pocket expenses, including but not limited to,
postage, envelopes, checks, drafts, forms, reports, record
storage and communication lines.

MGF also provides accounting and pricing services to the
Trust. For calculating daily net asset value per share and
maintaining such books and records as are necessary to enable MGF
to perform its duties, the Fund pays MGF a fee in accordance with
the following schedule:

- 29 -
<PAGE>
Asset Size of Fund Monthly Fee
------------------ -----------
$ 0 - $100,000,000 $3,250
$100,000,000 - $250,000,000 $3,750
$250,000,000 - $400,000,000 $4,250
Over $400,000,000 $4,750

In addition, the Fund pays all costs of external pricing
services.

MGF is retained by the Adviser to assist the Adviser in
providing administrative services to the Fund. In this capacity,
MGF supplies non-investment related statistical and research
data, internal regulatory compliance services and executive and
administrative services. MGF supervises the preparation of tax
returns, reports to shareholders of the Fund, reports to and
filings with the Securities and Exchange Commission and state
securities commissions, and materials for meetings of the Board
of Trustees. For the performance of these administrative
services, MGF receives a fee from the Adviser equal to one-fourth
of the fee payable from the Trust to the Adviser pursuant to the
Fund's investment advisory agreement with the Adviser. The
Adviser is solely responsible for the payment of these
administrative fees to MGF, and MGF has agreed to seek payment of
such fees solely from the Adviser.

- 30 -
<PAGE>
TAX EQUIVALENT YIELD TABLE
- --------------------------

The tax equivalent yield table illustrates approximately the yield an
individual investor would have to earn on taxable investments to equal a tax-
exempt yield in various income tax brackets.

The table below shows the approximate taxable yields for individuals that
are equivalent to tax-exempt yields under combined marginal federal and
Michigan 1996 income tax rates. Where more than one state bracket falls within
a federal bracket, the highest state tax bracket has been combined with the
federal bracket. The combined marginal state and federal tax brackets shown
reflect the fact that state income tax payments are currently deductible for
federal tax purposes.

For federal income tax purposes, the total amount otherwise allowable as a
deduction for personal exemptions in computing taxable income is reduced by 2%
for each $2,500 (or fraction of that amount) by which the taxpayer's adjusted
gross income exceeds $117,950 (single return) or $176,950 (joint return). In
addition, the total amount otherwise allowable as itemized deductions in
computing taxable income is reduced by 3% of the amount by which the taxpayer's
adjusted gross income exceeds $117,950. The tax equivalent yield table has not
been adjusted to reflect the impact of these adjustments to taxable income.

- 31 -
<PAGE>
MICHIGAN TAX-FREE MONEY FUND
Taxable Income

Tax-Exempt Yield
--------------------------------------------------

2.5% 3.0% 3.5% 4.0% 4.5% 5.0%
Combined Michigan
and Federal
Tax Bracket* Tax Equivalent Yield
- ------------ ---------------------
19.47% 3.10% 3.73 4.35 4.97 5.59 6.21
32.47% 3.70 4.44 5.18 5.92 6.66 7.40
35.47 3.87 4.65 5.42 6.20 6.97 7.75
40.47% 4.20 5.04 5.88 6.72 7.56 8.40
44.07% 4.47 5.36 6.26 7.15 8.05 8.94

*TAX BRACKETS
Combined Michigan
Single Joint and Federal
Return Return Tax Bracket
- ------- ------ -------
Not Over $24,000 Not Over $40,100 19.47%
$24,000-$58,150 $40,100-$96,900 32.47%
$58,150-$121,300 $96,900-$147,700 35.47%
$121,300-$263,750 $147,700-$263,750 40.47%
Over $263,750 Over $263,750 44.07%

</TABLE>

- 32 -
<PAGE>

MIDWEST GROUP TAX FREE TRUST

PART C. OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
- ------- ---------------------------------
(a)(i) Financial Statements included in Part A:

None

(ii) Financial Statements included in Part B:

None

(b) Exhibits:

(1)(i) Copy of Registrant's Restated Agreement
and Declaration of Trust is filed herewith.

(ii) Copy of Amendment No. 1, dated May 25,
1994, to Registrant's Restated Agreement
and Declaration of Trust is filed herewith.

(2)(i) Copy of Registrant's Bylaws, which was
filed as an Exhibit to Registrant's
Registration Statement on Form N-1, and
copy of amendments thereto adopted August
19, 1981, which was filed as an Exhibit to
Registrant's Pre-Effective Amendment No.
1, are hereby incorporated by reference.

(ii) Copy of amendments to Registrant's Bylaws
adopted October 5, 1983, which was filed
as an Exhibit to Registrant's Post-
Effective Amendment No. 5, is hereby
incorporated by reference.

(3) Voting Trust Agreements - None.

(4)(i) Specimen of Share Certificate for Tax-Free
Intermediate Term Fund (formerly Limited Term
Portfolio), which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 8,
is hereby incorporated by reference.

(ii) Specimen of Share Certificate for Ohio
Insured Tax-Free Fund (formerly Ohio Long
Term Portfolio), which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 8, is hereby incorporated by
reference.

<PAGE>
(5)(i) Copy of Registrant's Management Agreement
with Midwest Group Financial Services, Inc.
for the Tax-Free Money Fund, the Tax-Free
Intermediate Term Fund, the Ohio Insured
Tax-Free Fund, the Ohio Tax-Free Money Fund
and the California Tax-Free Money Fund, which
was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 32, is hereby
incorporated by reference.

(ii) Copy of Registrant's Management Agreement
with Midwest Group Financial Services, Inc.
for the Royal Palm Florida Tax-Free Money
Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 32,
is hereby incorporated by reference.

(iii) Copy of Registrant's Management Agreement
with Midwest Group Financial Services, Inc.
for the Government Tax-Exempt Reserve Fund,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 33, is hereby
incorporated by reference.

(iv) Form of Registrant's Management Agreement
with Midwest Group Financial Services, Inc. for
the Michigan Tax-Free Money Fund is filed
herewith.

(6)(i) Copy of Registrant's Underwriting Agreement
with Midwest Group Financial Services, Inc.,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 27, is hereby
incorporated by reference.

(ii) Form of Underwriter's Dealer Agreement, which
has filed as an Exhibit to Registrant's Post-
Effective Amendment No. 32, is hereby
incorporated by reference.

(7) Bonus, Profit Sharing, Pension or Similar
Contracts for the benefit of Directors or
Officers - None.

(8)(i) Copy of Custody Agreement with The Fifth Third
Bank, the Custodian for the Tax-Free Money
Fund, the Tax-Free Intermediate Term Fund, the
Ohio Insured Tax-Free Fund, the Ohio Tax-Free
Money Fund, the California Tax-Free Money Fund
and the Government Tax-Exempt Reserve Fund,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 23, is hereby
incorporated by reference.

<PAGE>
(ii) Copy of Custody Agreement with The Huntington
Trust Company, N.A., on behalf of the Royal
Palm Florida Tax-Free Money Fund and the
Michigan Tax-Free Money Fund is filed herewith.

(9)(i) Copy of Transfer Agency, Dividend Disbursing,
Shareholder Service and Plan Agency Agreement
with MGF Service Corp., which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 30, is hereby incorporated by
reference.

(ii) Copy of Accounting and Pricing Services
Agreement with MGF Service Corp., which was
filed as an Exhibit to Registrant's Post-
Effective Amendment No. 32, is hereby
incorporated by reference.

(iii) Copy of Administration Agreement between
Midwest Group Financial Services, Inc.
(formerly Midwest Advisory Services, Inc.) and
MGF Service Corp., which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 20, is hereby incorporated by
reference.

(iv) Copy of Consulting Agreement between Midwest
Group Financial Services, Inc. and Cash
Reserve Consulting, Inc., with respect to the
Government Tax-Exempt Reserve Fund, which was
filed as an Exhibit to Registrant's Post-
Effective Amendment No. 33, is hereby
incorporated by reference.

(10) Opinion and Consent of Goodwin, Procter &
Hoar, which was filed with Registrant's Rule
24f-2 Notice for the fiscal year ended June
30, 1995, is hereby incorporated by reference.

(11) Consent of Independent Public Accountants
is filed herewith.

(12) Financial Statements Omitted from Item 23
- None.

(13) Copy of Letter of Initial Stockholder, which
was filed as an Exhibit to Registrant's
Pre-Effective Amendment No. 1, is hereby
incorporated by reference.

(14) Copies of model plan used in the establishment
of any retirement plan - None.

<PAGE>
(15)(i) Registrant's Plans of Distribution Pursuant to
Rule 12b-1, which were filed as an Exhibit to
Registrant's Post-Effective Amendment No. 27,
are hereby incorporated by reference.

(ii) Form of Sales Agreement for Shares of No-load
Mutual Funds, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 30,
is hereby incorporated by reference.

(iii) Form of Administration Agreement with respect
to the administration of shareholder accounts,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 32, is hereby
incorporated by reference.

(16) Computations of each performance quotation
provided in response to Item 22, which were
filed as an Exhibit to Registrant's
Post-Effective Amendment No. 13, are hereby
incorporated by reference.

(17)(i) Financial Data Schedule for Tax-Free Money
Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 35,
is hereby incorporated by reference.

(ii) Financial Data Schedule for Tax-Free
Intermediate Term Fund Class A, which was
filed as an Exhibit to Registrant's
Post-Effective Amendment No. 35, is hereby
incorporated by reference.

(iii) Financial Data Schedule for Tax-Free
Intermediate Term Fund Class C, which was
filed as an Exhibit to Registrant's
Post-Effective Amendment No. 35, is hereby
incorporated by reference.

(iv) Financial Data Schedule for Ohio Insured Tax-
Free Fund Class A, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 35, is hereby incorporated by
reference.

(v) Financial Data Schedule for Ohio Insured Tax-
Free Fund Class C, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 35, is hereby incorporated by
reference.

(vi) Financial Data Schedule for Ohio Tax-Free
Money Fund, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No. 35,

<PAGE>
is hereby incorporated by reference.

(vii) Financial Data Schedule for California Tax-
Free Money Fund, which was filed as an Exhibit
to Registrant's Post-Effective Amendment No.
35, is hereby incorporated by reference.

(viii) Financial Data Schedule for Royal Palm Florida
Tax-Free Money Fund Retail Shares, which was
filed as an Exhibit to Registrant's Post-
Effective Amendment No. 35, is hereby
incorporated by reference.

(18) Rule 18f-3 Plan Adopted With Respect to the
Multiple Class Distribution System of the
Midwest Group of Funds, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 34, is hereby incorporated by
reference.

Item 25. Persons Controlled by or Under Common Control with
the Registrant.
- ------- --------------------------------------------------
None.

Item 26. Number of Holders of Securities (as of March 8, 1996)

- ------- --------------------------------------------------
Title of Class Number of Record Holders
-------------- ------------------------
Tax-Free Money Fund 899

Tax-Free Intermediate Term Fund
Class A Shares 3,065
Class C Shares 377

Ohio Insured Tax-Free Fund
Class A Shares 1,717
Class C Shares 224

Ohio Tax-Free Money Fund 2,651

California Tax-Free Money Fund 453

Royal Palm Florida Tax-Free Money Fund
Retail Shares 192
Institutional Shares 0

Government Tax-Exempt Reserve Fund 0

Michigan Tax-Free Money Fund 0

<PAGE>

Item 27. Indemnification
- ------- ---------------
Article VI of the Registrant's Restated Agreement and
Declaration of Trust provides for indemnification of
officers and Trustees as follows:

Section 6.4 Indemnification of Trustees,
----------- Officers, etc. The Trust shall
indemnify each of its Trustees and officers
(including persons who serve at the Trust's
request as directors, officers or trustees of
another organization in which the Trust has
any interest as a shareholder, creditor or
otherwise) (hereinafter referred to as a
"Covered Person") against all liabilities,
including but not limited to amounts paid in
satisfaction of judgments, in compromise or
as fines and penalties, and expenses,
including reasonable accountants' and counsel
fees, incurred by any Covered Person in
connection with the defense or disposition of
any action, suit or other proceeding, whether
civil or criminal, before any court or
administrative or legislative body, in which
such Covered Person may be or may have been
involved as a party or otherwise or with
which such person may be or may have been
threatened, while in office or thereafter, by
reason of being or having been such a Trustee
or officer, director or trustee, and except
that no Covered Person shall be indemnified
against any liability to the Trust or its
Shareholders to which such Covered Person
would otherwise be subject by reason of
willful misfeasance, bad faith, gross
negligence or reckless disregard of the
duties involved in the conduct of such
Covered Person's office ("disabling
conduct"). Anything herein contained to the
contrary notwithstanding, no Covered Person
shall be indemnified for any liability to the
Trust or its Shareholders to which such
Covered Person would otherwise be subject
unless (1) a final decision on the merits is
made by a court or other body before whom the
proceeding was brought that the Covered
Person to be indemnified was not liable by
reason of disabling conduct or, (2) in the
absence of such a decision, a reasonable
determination is made, based upon a review of
the facts, that the Covered Person was not
liable by reason of disabling conduct, by (a)
the vote of a majority of a quorum of

<PAGE>
Trustees who are neither "interested persons"
of the Company as defined in the Investment
Company Act of 1940 nor parties to the
proceeding ("disinterested, non-party
Trustees"), or (b) an independent legal
counsel in a written opinion.

Section 6.5 Advances of Expenses. The
----------- Trust shall advance attorneys' fees
or other expenses incurred by a Covered Person in
defending a proceeding, upon the undertaking
by or on behalf of the Covered Person to
repay the advance unless it is ultimately
determined that such Covered Person is
entitled to indemnification, so long as one
of the following conditions is met: (i) the
Covered Person shall provide security for his
undertaking, (ii) the Trust shall be insured
against losses arising by reason of any
lawful advances, or (iii) a majority of a
quorum of the disinterested non-party
Trustees of the Trust, or an independent
legal counsel in a written opinion, shall
determine, based on a review of readily
available facts (as opposed to a full trial-
type inquiry), that there is reason to
believe that the Covered Person ultimately
will be found entitled to indemnification.

Section 6.6 Indemnification Not Exclusive, etc.
----------- The right of indemnification provided
by this Article VI shall not be exclusive of or
affect any other rights to which any such
Covered Person may be entitled. As used in
this Article VI, "Covered Person" shall
include such person's heirs, executors and
administrators. Nothing contained in this
article shall affect any rights to
indemnification to which personnel of the
Trust, other than Trustees and officers, and
other persons may be entitled by contract or
otherwise under law, nor the power of the
Trust to purchase and maintain liability
insurance on behalf of any such person.

The Registrant maintains a standard mutual fund
and investment advisory professional and directors
and officers liability policy. The policy
provides coverage to the Registrant, its Trustees
and officers, and its Adviser, among others.
Coverage under the policy includes losses by
reason of any act, error, omission, misstatement,
misleading statement, neglect or breach of duty.
The Registrant may not pay for insurance which

<PAGE>
protects the Trustees and officers against
liabilities rising from action involving willful
misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the
conduct of their offices.

The Advisory Agreements with Midwest Group
Financial Services, Inc. (the "Adviser") provide
that the Adviser shall not be liable for any error
of judgment or mistake of law or for any loss
suffered by the Registrant in connection with the
matters to which the Agreement relates, except a
loss resulting from willful misfeasance, bad faith
or gross negligence of the Adviser in the
performance of its duties or from the reckless
disregard by the Adviser of its obligations under
the Agreement. Registrant will advance attorneys'
fees or other expenses incurred by the Adviser in
defending a proceeding, upon the undertaking by or
on behalf of the Adviser to repay the advance
unless it is ultimately determined that the
Adviser is entitled to indemnification.

The Underwriting Agreement provides that the
Adviser (in its capacity as underwriter), its
directors, officers, employees, shareholders and
control persons shall not be liable for any error
of judgment or mistake of law or for any loss
suffered by Registrant in connection with the
matters to which the Agreement relates, except a
loss resulting from willful misfeasance, bad faith
or gross negligence on the part of any of such
persons in the performance of Adviser's duties or
from the reckless disregard by any of such persons
of Adviser's obligations and duties under the
Agreement. Registrant will advance attorneys'
fees or other expenses incurred by any such person
in defending a proceeding, upon the undertaking by
or on behalf of such person to repay the advance
if it is ultimately determined that such person is
not entitled to indemnification.

Item. 28. Business and Other Connections of Investment
Adviser
- -------- ------------------------------------------------
A. The Adviser is a registered investment adviser
providing investment advisory services to the
Registrant. The Adviser also acts as the
investment adviser to five series of Midwest Trust
and four series of Midwest Strategic Trust, both
of which are registered investment companies. The
Adviser provides investment advisory services to
individual and institutional accounts and is a
registered broker-dealer.

<PAGE>

B. The following list sets forth the business and
other connections of the directors and officers of
the Adviser. Unless otherwise noted, the address
of the corporations listed below is 312 Walnut
Street, Cincinnati, Ohio 45202.

(1) Robert H. Leshner - Chairman of the Board and
a Director of the Adviser.

(a) President and a Trustee of Midwest
Strategic Trust, Midwest Trust and
Midwest Group Tax Free Trust, registered
investment companies.

(b) Chairman of the Board and a Director of
Leshner Financial, Inc., a financial
services company.

(d) President and a Director of Leshner
Financial Services, Inc., a registered
investment adviser and registered
broker-dealer until December 1994.

(2) Michael F. Andrews - President of the
Adviser.

(a) President of ABT Financial Services,
Inc., 340 Royal Palm Way, Palm Beach,
Florida 33480, until June 1995.

(3) James A. Markley, Jr. - A Director of the
Adviser.

(a) President and a Director of Leshner
Financial, Inc.

(b) A Director of MGF Service Corp.

(d) President of the Adviser until July
1995.

(e) President of MGF Service Corp. until
December 1994.

(f) A Director of Leshner Financial
Services, Inc. until December 1994.

<PAGE>

(4) John J. Goetz - Chief Investment Officer
of the Adviser.

(a) Vice President of Leshner Financial,
Inc.

(b) Vice President-Investments of Leshner
Financial Services, Inc. until December
1994.

(5) Maryellen Peretzky - Vice President,
Assistant Secretary and a Director of the
Adviser.

(a) Vice President and a Director of Leshner
Financial, Inc.

(b) Vice President of MGF Service Corp.

(d) Vice President and a Director of Leshner
Financial Services, Inc. until December
1994.

(6) Sharon L. Karp - Vice President of the
Adviser.

(a) Vice President of Leshner Financial,
Inc.

(7) John F. Splain - Secretary and General
Counsel of the Adviser.

(a) Secretary, General Counsel and a
Director of Leshner Financial, Inc.

(b) Secretary and General Counsel of MGF
Service Corp.

(c) Secretary of Midwest Group Tax Free
Trust, Midwest Trust, Midwest Strategic
Trust, Brundage, Story and Rose
Investment Trust, Leeb Personal Finance
Investment Trust, Williamsburg Investment
Trust, Markman MultiFund Trust,
The Tuscarora Investment Trust
and PRAGMA Investment Trust,
registered investment companies.

(d) Assistant Secretary of Fremont Mutual
Funds, Inc. and Schwartz Investment
Trust, registered investment companies.

<PAGE>
(e) Secretary and General Counsel of Leshner
Financial Services, Inc. until December
1994.

(8) Robert G. Dorsey - Treasurer of the Adviser.

(a) President of MGF Service Corp.

(b) Treasurer and a Director of Leshner
Financial, Inc.

(c) Vice President of Brundage, Story and
Rose Investment Trust, Leeb Personal Finance
Investment Trust, Markman MultiFund Trust
and PRAGMA Investment Trust.

(d) Assistant Vice President of Williamsburg
Investment Trust, Schwartz Investment
Trust, Fremont Mutual Funds, Inc. and
The Tuscarora Investment Trust.

(e) Treasurer of Leshner Financial Services,
Inc. until December 1994.

(9) Susan F. Flischel - Vice President-Investments of the Adviser.

(a) Assistant Vice President-Investments of
Leshner Financial Services, Inc. until
December 1994.

(10) Scott Weston - Assistant Vice President -
Investments of the Adviser.

(11) Michele McClellan Hawkins - Assistant Vice
President of the Adviser.

(12) Dara Abel - Assistant Portfolio Manager of
the Adviser.

(13) Elizabeth A. Santen - Assistant Secretary of
the Adviser.

(a) Assistant Secretary of Leshner Financial
Inc.

(b) Assistant Vice President of MGF Service
Corp.

(c) Assistant Secretary of Midwest Group Tax
Free Trust, Midwest Trust, Midwest
Strategic Trust and The Tuscarora
Investment Trust.

<PAGE>
(d) Assistant Secretary of Leshner Financial
Services, Inc. until December 1994.

Item 29. Principal Underwriters
- ------- ----------------------
(a) Midwest Group Financial Services, Inc. also acts
as underwriter for Midwest Strategic Trust,
Midwest Trust and Brundage, Story and Rose
Investment Trust.
Position Position
with with
(b) Name Underwriter Registrant
---- ---------- ----------
Robert H. Leshner Chairman of President
the Board and
and Director Trustee

Michael F. Andrews President None

James A. Markley, Jr. Director None

John J. Goetz Chief None
Investment
Officer

Maryellen Peretzky Vice President, None
Assistant
Secretary and
Director

Sharon L. Karp Vice President None

John F. Splain Secretary and Secretary
General Counsel

Robert G. Dorsey Treasurer None

Susan F. Flischel Vice President- None
Investments

Scott Weston Assistant Vice None
President-
Investments

Michele M. Hawkins Assistant Vice None
President

Dara Abel Assistant None
Portfolio Manager

Elizabeth A. Santen Assistant Assistant
Secretary Secretary

<PAGE>
The address of all of the above-named persons is
312 Walnut Street, Cincinnati, Ohio 45202.

Item 30. Location of Accounts and Records
- ------- --------------------------------
Accounts, books and other documents required to be
maintained by Section 31(a) of the Investment
Company Act of 1940 and the Rules promulgated
thereunder will be maintained by the Registrant.

Item 31. Management Services Not Discussed in Parts A or B
- ------- -------------------------------------------------
None.

Item 32. Undertakings
- ------- ------------
(a) Not Applicable.

(b)(i) The Registrant undertakes to file a Post-
Effective Amendment, incorporating financial
statements for the Government Tax-Exempt Reserve
Fund which need not be certified, within four to
six months from the effective date of the Fund's
Registration Statement.

(ii) The Registrant undertakes to file a Post-Effective
Amendment, incorporating financial statements for
the Michigan Tax-Free Money Fund which need not be
certified, within four to six months from the
effective date of the Fund's Registration
Statement.

(c) The Registrant undertakes that, if so requested,
it will furnish each person to whom a prospectus
is delivered with a copy of Registrant's latest
annual report to shareholders without charge.

(d) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted
to trustees, officers and controlling persons of
Midwest Group Tax Free Trust pursuant to the
provisions of Massachusetts law and the Restated
Agreement and Declaration of Trust of Midwest
Group Tax Free Trust or the Bylaws of Midwest
Group Tax Free Trust, or otherwise, the Registrant
has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as
expressed in the Act and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other
than the payment by the Registrant of expenses

<PAGE>
incurred or paid by a trustee, officer or
controlling person of Midwest Group Tax Free Trust
in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer
or controlling person in connection with the
securities being registered, the Registrant will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.

(e) The Registrant undertakes that, within five
business days after receipt of a written
application by shareholders holding in the
aggregate at least 1% of the shares then
outstanding or shares then having a net asset value
of $25,000, whichever is less, each of whom shall
have been a shareholder for at least six months
prior to the date of application (hereinafter the
"Petitioning Shareholders"), requesting to
communicate with other shareholders with a view to
obtaining signatures to a request for a meeting for
the purpose of voting upon removal of any Trustee
of the Registrant, which application shall be
accompanied by a form of communication and request
which such Petitioning Shareholders wish to
transmit, Registrant will:

(i) provide such Petitioning Shareholders with
access to a list of the names and addresses of
all shareholders of the Registrant; or

(ii) inform such Petitioning Shareholders of the
approximate number of shareholders and the
estimated costs of mailing such communication,
and to undertake such mailing promptly after
tender by such Petitioning Shareholders to the
Registrant of the material to be mailed and
the reasonable expenses of such mailing.

<PAGE>
SIGNATURES
----------

Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant
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 17th day of
April, 1996.

MIDWEST GROUP TAX FREE TRUST

/s/ John F. Splain
By:-------------------------
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 April 17, 1996
ROBERT H. LESHNER and Trustee

/s/ Mark J. Seger
- --------------------- Treasurer April 17, 1996
MARK J. SEGER

*DALE P. BROWN Trustee

*GARY W. HELDMAN Trustee

*H. JEROME LERNER Trustee
/s/ John F. Splain
*RICHARD A. LIPSEY Trustee By: --------------------
JOHN F. SPLAIN
*DONALD J. RAHILLY Trustee Attorney-In-Fact*
April 17, 1996
*FRED A. RAPPOPORT Trustee

*OSCAR P. ROBERTSON Trustee

*ROBERT B. SUMEREL Trustee

- 33 -
<PAGE>

EXHIBIT INDEX
- -------------

1. Restated Agreement and Declaration of Trust

2. Amendment No. 1 to Restated Agreement and Declaration of Trust

3. Form of Management Agreement with Midwest Group Financial Services,
Inc. for the Michigan Tax-Free Money Fund

4. Custody Agreement with The Huntington Trust Company, N.A. on behalf
of the Royal Palm Florida Tax-Free Money Fund and the Michigan Tax-Free
Money Fund

5. Consent of Independent Public Accountants

<PAGE>

MIDWEST GROUP TAX FREE TRUST

RESTATED AGREEMENT AND DECLARATION OF TRUST

AUGUST 26, 1993

<PAGE>

MIDWEST GROUP TAX FREE TRUST

RESTATED AGREEMENT AND DECLARATION OF TRUST

PAGE

ARTICLE I. NAME AND DEFINITIONS......................... 1

Section 1.1 Name......................................... 1

Section 1.2 Definitions.................................. 1

(a) "Trust"............................. 1
(b) "Trustees".......................... 1
(c) "Shares"............................ 2
(d) "Series"............................ 2
(e) "Shareholder"....................... 2
(f) "1940 Act".......................... 2
(g) "Commission"........................ 2
(h) "Restated Declaration of Trust"..... 2
(i) "Bylaws"............................ 2

ARTICLE II. PURPOSE OF TRUST............................. 2

ARTICLE III. THE TRUSTEES................................. 2

Section 3.1 Number, Designation, Election, Term, etc..... 2

(a) Initial Trustees.................... 2
(b) Number.............................. 3
(c) Term................................ 3
(d) Resignation and Retirement.......... 3
(e) Removal............................. 3
(f) Vacancies........................... 4
(g) Effect of Death, Resignation, etc... 4
(h) No Accounting....................... 4

Section 3.2 Powers of the Trustees....................... 5

(a) Investments......................... 5
(b) Disposition of Assets............... 6
(c) Ownership Powers.................... 6
(d) Subscription........................ 6
(e) Form of Holding..................... 6
(f) Reorganization, etc................. 6
(g) Voting Trusts, etc.................. 6
(h) Compromise.......................... 7
(i) Partnerships, etc................... 7
(j) Borrowing and Security.............. 7

<PAGE>

PAGE

(k) Guarantees, etc..................... 7
(l) Insurance........................... 7
(m) Pensions, etc....................... 7

Section 3.3 Certain Contracts............................ 8

(a) Advisory............................ 8
(b) Administration...................... 8
(c) Distribution........................ 9
(d) Custodian and Depository............ 9
(e) Transfer and Dividend Disbursing
Agency.............................. 9
(f) Shareholder Servicing............... 9
(g) Accounting.......................... 9

Section 3.4 Payment of Trust Expenses and Compensation
of Trustees.................................. 10

Section 3.5 Ownership of Assets of the Trust............. 10

ARTICLE IV. SHARES....................................... 11

Section 4.1 Description of Shares........................ 11

Section 4.2 Establishment and Designation of Series...... 12

(a) Assets Belonging to Series.......... 13
(b) Liabilities Belonging to Series..... 14
(c) Dividends........................... 14
(d) Liquidation......................... 15
(e) Voting.............................. 15
(f) Redemption by Shareholder........... 16
(g) Redemption by Trust................. 16
(h) Net Asset Value..................... 17
(i) Transfer............................ 17
(j) Equality............................ 17
(k) Fractions........................... 18
(l) Conversion Rights................... 18

Section 4.3 Ownership of Shares.......................... 18

Section 4.4 Investments in the Trust..................... 18

Section 4.5 No Preemptive Rights......................... 19

Section 4.6 Status of Shares and Limitation of Personal
Liability.................................... 19

<PAGE>

PAGE

ARTICLE V. SHAREHOLDERS' VOTING POWERS AND MEETINGS...... 19

Section 5.1 Voting Powers................................ 19

Section 5.2 Meetings..................................... 20

Section 5.3 Record Dates................................. 20

Section 5.4 Quorum and Required Vote..................... 21

Section 5.5 Action by Written Consent.................... 21

Section 5.6 Inspection of Records........................ 21

Section 5.7 Additional Provisions........................ 21

ARTICLE VI. LIMITATION OF LIABILITY; INDEMNIFICATION...... 22

Section 6.1 Trustees, Shareholders, etc. Not Personally
Liable; Notice................................ 22

Section 6.2 Trustee's Good Faith Action; Expert Advice;
No Bond or Surety............................. 22

Section 6.3 Indemnification of Shareholders.............. 23

Section 6.4 Indemnification of Trustees, Officers, etc... 23

Section 6.5 Advances of Expenses......................... 24

Section 6.6 Indemnification Not Exclusive, etc........... 24

Section 6.7 Liability of Third Persons Dealing with
Trustees..................................... 25

ARTICLE VII. MISCELLANEOUS................................. 25

Section 7.1 Duration and Termination of Trust............. 25

Section 7.2 Reorganization................................ 25

Section 7.3 Amendments................................... 26

Section 7.4 Filing of Copies; References; Headings....... 26

Section 7.5 Applicable Law............................... 27

<PAGE>

MIDWEST GROUP TAX FREE TRUST
----------------------------

RESTATED AGREEMENT AND DECLARATION OF TRUST
-------------------------------------------

The Agreement and Declaration of Trust initially made and
declared in Boston, Massachusetts on April 13, 1981 under the
name "Fourth Street Tax Free Income Trust" and amended as of
December 13, 1982 under the name "Midwest Group Tax Free Trust,"
as heretofore amended, is hereby restated in its entirety this
26th day of August, 1993 to provide as follows:

WITNESSETH:

WHEREAS, this Trust has been formed to carry on the business
of an investment company; and

WHEREAS, the Trustees have agreed to manage all property
coming into their hands as trustees of a Massachusetts business
trust in accordance with the provisions hereinafter set forth.

NOW, THEREFORE, the Trustees hereby declare that they will
hold all cash, securities and other assets which they may from
time to time acquire in any manner as Trustees hereunder IN TRUST
to manage and dispose of the same upon the following terms and
conditions for the benefit of the holders from time to time of
shares of beneficial interest in this Trust as hereinafter set
forth.

ARTICLE I
---------
NAME AND DEFINITIONS
--------------------

SECTION 1.1 NAME. This Trust shall be known as "Midwest
Group Tax Free Trust" and the Trustees shall conduct the business
of the Trust under that name or any other name as they may from
time to time determine. Until otherwise determined, the
principal place of business of the Trust is 312 Walnut Street,
Cincinnati, Ohio 45202. The Trust's resident agent in
Massachusetts is CT Corporation System, 2 Oliver Street, Boston,
Massachusetts 02109.

SECTION 1.2 DEFINITIONS. Whenever used herein, unless
otherwise required by the context or specifically provided:

(a) The "Trust" refers to the Massachusetts business trust
established by this Restated Agreement and Declaration
of Trust, as amended from time to time;

(b) "Trustees" refers to the Trustees of the Trust named
herein or elected in accordance with Article III;
<PAGE>

(c) "Shares" refers to the transferable units of interest
into which the beneficial interest in the Trust or any
Series of the Trust (as the context may require) shall
be divided from time to time;

(d) "Series" refers to Series of Shares established and
designated under or in accordance with the provisions
of Article IV;

(e) "Shareholder" means a record owner of Shares;

(f) The "1940 Act" refers to the Investment Company Act of
1940 and the Rules and Regulations thereunder, all as
amended from time to time;

(g) "Commission" shall have the meaning given it in the
1940 Act;

(h) "Restated Declaration of Trust" shall mean this
Restated Agreement and Declaration of Trust as amended
or restated from time to time; and

(i) "Bylaws" shall mean the Bylaws of the Trust
as amended from time to time.

ARTICLE II
----------

PURPOSE OF TRUST
----------------

The purpose of the Trust is to operate as an investment
company, to offer Shareholders one or more investment programs
primarily in securities and debt instruments and to transact any
or all lawful business.

ARTICLE III
-----------

THE TRUSTEES
------------

SECTION 3.1 NUMBER, DESIGNATION, ELECTION, TERM, ETC.

(a) Initial Trustees. Upon execution of this Restated
Declaration of Trust or a counterpart hereof, each of
the following has agreed to continue to be a Trustee of
the Trust and to be bound by the provisions hereof:

<PAGE>
Gary W. Heldman, 4545 Malsbary Road, Cincinnati, OH 45242
David A. Jones, 80 Maiden Lane, New York, NY 10038
James C. Krumme, 2121 Alpine Place, Cincinnati, OH 45206
H. Jerome Lerner, 4700 Smith Road, Suite Q, Cincinnati, OH 45212
Robert H. Leshner, 312 Walnut Street, Cincinnati, OH 45202
Oscar P. Robertson, 4293 Muhlhauser Road, Fairfield, OH 45014
G. William Rohde, 7201 Snider Road, Mason, OH 45040
Bruce J. Simpson, 1117 Dunstan Road, Geneva IL 60134

(b) Number. The Trustees serving as such, whether named
above or hereafter becoming a Trustee, may increase or
decrease (to not less than three) the number of
Trustees to a number other than the number theretofore
determined. No decrease in the number of Trustees
shall have the effect of removing any Trustee from
office prior to the expiration of his term, but the
number of Trustees may be decreased in conjunction with
the removal of a Trustee pursuant to subsection (e) of
this Section 3.1.

(c) Term. Each Trustee shall serve as a Trustee during the
lifetime of the Trust and until its termination as
hereinafter provided or until such Trustee sooner dies,
resigns, retires or is removed. The Trustees may elect
their own successors and may, pursuant to Section
3.1(f) hereof, appoint Trustees to fill vacancies;
provided that, immediately after filling a vacancy, at
least 2/3 of the Trustees then holding office shall
have been elected to such office by the Shareholders at
an annual or special meeting. If at any time less than
a majority of the Trustees then holding office were so
elected, the Trustees shall forthwith cause to be held
as promptly as possible, and in any event within 60
days, a meeting of Shareholders for the purpose of
electing Trustees to fill any existing vacancies.

(d) Resignation and Retirement. Any Trustee may resign his
trust or retire as a Trustee, by written instrument
signed by him and delivered to the other Trustees or to
any officer of the Trust, and such resignation or
retirement shall take effect upon such delivery or upon
such later date as is specified in such instrument.

(e) Removal. Any Trustees may be removed with or without
cause at any time: (i) by written instrument, signed by
at least two-thirds of the number of Trustees prior to
such removal, specifying the date upon which such
removal shall become effective, (ii) by vote of the
Shareholders holding not less than two-thirds of the
Shares then outstanding, cast in person or by proxy at
<PAGE>

any meeting called for the purpose, or (iii) by a
declaration in writing signed by Shareholders holding
not less than two-thirds of the Shares then outstanding
and filed with the Trust's Custodian.

(f) Vacancies. Any vacancy or anticipated vacancy
resulting from any reason, including without limitation
the death, resignation, retirement, removal or
incapacity of any of the Trustees, or resulting from an
increase in the number of Trustees by the Trustees may
(but so long as there are at least three remaining
Trustees, need not unless required by the 1940 Act) be
filled either by a majority of the remaining Trustees
through the appointment in writing of such other person
as such remaining Trustees in their discretion shall
determine (unless a shareholder election is required by
the 1940 Act) or by the election by the Shareholders,
at a meeting called for the purpose, of a person to
fill such vacancy, and such appointment or election
shall be effective upon the written acceptance of the
person named therein to serve as a Trustee and
agreement by such person to be bound by the provisions
of this Restated Declaration of Trust, except that any
such appointment or election in anticipation of a
vacancy to occur by reason of retirement, resignation,
or increase in number of Trustees to be effective at a
later date shall become effective only at or after the
effective date of said retirement, resignation, or
increase in number of Trustees. As soon as any Trustee
so appointed or elected shall have accepted such
appointment or election and shall have agreed in
writing to be bound by this Restated Declaration of
Trust and the appointment or election is effective, the
Trust estate shall vest in the new Trustee, together
with the continuing Trustees, without any further act
or conveyance.

(g) Effect of Death, Resignation, etc. The death,
resignation, retirement, removal, or incapacity of the
Trustees, or any one of them, shall not operate to
annul or terminate the Trust or to revoke or terminate
any existing agency or contract created or entered into
pursuant to the terms of this Restated Declaration of
Trust.

(h) No Accounting. Except to the extent required by the
1940 Act or under circumstances which would justify his
removal for cause, no person ceasing to be a Trustee as
a result of his death, resignation, retirement, removal
or incapacity (nor the estate of any such person) shall
be required to make an accounting to the Shareholders
or remaining Trustees upon such cessation.
<PAGE>

SECTION 3.2 POWERS OF THE TRUSTEES. Subject to the
provisions of this Restated Declaration of Trust, the business of
the Trust shall be managed by the Trustees, and they shall have
all powers necessary or convenient to carry out that
responsibility and the purpose of the Trust. Without limiting
the foregoing, the Trustees may adopt Bylaws not inconsistent
with this Restated Declaration of Trust providing for the conduct
of the business and affairs of the Trust and may amend and repeal
them to the extent that such Bylaws do not reserve that right to
the Shareholders; they may as they consider appropriate elect and
remove officers and appoint and terminate agents and consultants
and hire and terminate employees, any one or more of the
foregoing of whom may be a Trustee, and may provide for the
compensation of all of the foregoing; they may appoint from their
own number, and terminate, any one or more committees consisting
of two or more Trustees, including without implied limitation an
executive committee, which may, when the Trustees are not in
session and subject to the 1940 Act, exercise some or all of the
power and authority of the Trustees as the Trustees may
determine; in accordance with Section 3.3 they may employ one or
more Advisers, Administrators, Depositories and Custodians and
may authorize any Depository or Custodian to employ subcustodians
or agents and to deposit all or any part of such assets in a
system or systems for the central handling of securities and debt
instruments, retain transfer, dividend, accounting or Shareholder
servicing agents or any of the foregoing, provide for the
distribution of Shares by the Trust through one or more
distributors, principal underwriters or otherwise, set record
dates or times for the determination of Shareholders or various
of them with respect to various matters; they may compensate or
provide for the compensation of the Trustees, officers, advisers,
administrators, custodians, other agents, consultants and
employees of the Trust or the Trustees on such terms as they deem
appropriate; and in general they may delegate to any officer of
the Trust, to any committee of the Trustees and to any employee,
adviser, administrator, distributor, depository, custodian,
transfer and dividend disbursing agent, or any other agent or
consultant of the Trust such authority, powers, functions and
duties as they consider desirable or appropriate for the conduct
of the business and affairs of the Trust, including without
implied limitation the power and authority to act in the name of
the Trust and of the Trustees, to sign documents and to act as
attorney-in-fact for the Trustees.

Without limiting the foregoing and to the extent not
inconsistent with the 1940 Act or other applicable law, the
Trustees shall have power and authority:

(a) Investments. To invest and reinvest cash and other
property, and to hold cash or other property uninvested
without in any event being bound or limited by any
present or future law or custom in regard to
investments by trustees;
<PAGE>

(b) Disposition of Assets. To sell, exchange, lend,
pledge, mortgage, hypothecate, write options on and
lease any or all of the assets of the Trust;

(c) Ownership Powers. To vote or give assent, or exercise
any rights of ownership, with respect to stock or other
securities, debt instruments or property; and to
execute and deliver proxies or powers of attorney to
such person or persons as the Trustees shall deem
proper, granting to such person or persons such power
and discretion with relation to securities, debt
instruments or property as the Trustees shall deem
proper;

(d) Subscription. To exercise powers and rights of
subscription or otherwise which in any manner arise out
of ownership of securities or debt instruments;

(e) Form of Holding. To hold any security, debt instrument
or property in a form not indicating any trust, whether
in bearer, unregistered or other negotiable form, or in
the name of the Trustees or of the Trust or in the name
of a custodian, subcustodian or other depository or a
nominee or nominees or otherwise;

(f) Reorganization, etc. To consent to or participate in
any plan for the reorganization, consolidation or
merger of any corporation or issuer, any security or
debt instrument of which is or was held in the Trust;
to consent to any contract, lease, mortgage, purchase
or sale of property by such corporation or issuer, and
to pay calls or subscriptions with respect to any
security or debt instrument held in the Trust;

(g) Voting Trusts, etc. To join with other holders of any
securities or debt instruments in acting through a
committee, depository, voting trustee or otherwise, and
in that connection to deposit any security or debt
instrument with, or transfer any security or debt
instrument to, any such committee, depository or
trustee, and to delegate to them such power and
authority with relation to any security or debt
instrument (whether or not so deposited or transferred)
as the Trustees shall deem proper, and to agree to pay,
and to pay, such portion of the expenses and
compensation of such committee, depository or trustee
as the Trustees shall deem proper;

<PAGE>
(h) Compromise. To compromise, arbitrate or otherwise
adjust claims in favor of or against the Trust or any
matter in controversy, including but not limited to
claims for taxes;

(i) Partnerships, etc. To enter into joint ventures,
general or limited partnerships and any other
combinations or associations;

(j) Borrowing and Security. To borrow funds and to
mortgage and pledge the assets of the Trust or any part
thereof to secure obligations arising in connection
with such borrowing;

(k) Guarantees, etc. To endorse or guarantee the payment
of any notes or other obligations of any person; to
make contracts of guaranty or suretyship, or otherwise
assume liability for payment thereof; and to mortgage
and pledge the Trust property or any part thereof to
secure any of or all such obligations;

(l) Insurance. To purchase and pay for entirely out of
Trust property such insurance as they may deem
necessary or appropriate for the conduct of the
business, including, without limitation, insurance
policies insuring the assets of the Trust and payment
of distributions and principal on its portfolio
investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents,
consultants, investment advisers, managers,
administrators, distributors, principal underwriters,
or independent contractors, or any thereof (or any
person connected therewith), of the Trust individually
against all claims and liabilities of every nature
arising by reason of holding, being or having held any
such office or position, or by reason of any action
alleged to have been taken or omitted by any such
person in any such capacity, including any action taken
or omitted that may be determined to constitute
negligence, whether or not the Trust would have the
power to indemnify such person against such liability;
and

(m) Pensions, etc. To pay pensions for faithful service,
as deemed appropriate by the Trustees, and to adopt,
establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other
retirement, incentive and benefit plans, trusts and
provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such
retirement and other benefits, for any or all of the
Trustees, officers, employees and agents of the Trust.
<PAGE>

Except as otherwise provided by the 1940 Act or other
applicable law, this Restated Declaration of Trust or the Bylaws,
any action to be taken by the Trustees may be taken by a majority
of the Trustees present at a meeting of Trustees (a quorum,
consisting of at least a majority of the Trustees then in office,
being present), within or without Massachusetts, including any
meeting held by means of a conference telephone or other
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time
and participation by such means shall constitute presence in
person at a meeting, or by written consents of a majority of the
Trustees then in office.

SECTION 3.3 CERTAIN CONTRACTS. Subject to compliance with
the provisions of the 1940 Act, but notwithstanding any
limitations of present and future law or custom in regard to
delegation of powers by trustees generally, the Trustees may, at
any time and from time to time and without limiting the
generality of their powers and authority otherwise set forth
herein, enter into one or more contracts with any one or more
corporations, trusts, associations, partnerships, limited
partnerships, other type of organizations, or individuals
("Contracting Party") to provide for the performance and
assumption of some or all of the following services, duties and
responsibilities to, for or of the Trust and/or the Trustees, and
to provide for the performance and assumption of such other
services, duties and responsibilities in addition to those set
forth below as the Trustees may determine appropriate:

(a) Advisory. Subject to the general supervision of the
Trustees and in conformity with the stated policy of
the Trustees with respect to the investments of the
Trust or of the assets belonging to any Series of
Shares of the Trust (as that phrase is defined in
subsection (a) of Section 4.2), to manage such
investments and assets, make investment decisions with
respect thereto, and to place purchase and sale orders
for portfolio transactions relating to such investments
and assets;

(b) Administration. Subject to the general supervision of
the Trustees and in conformity with any policies of the
Trustees with respect to the operations of the Trust,
to supervise all or any part of the operations of the
Trust, and to provide all or any part of the
administrative and clerical personnel, office space and
office equipment and services appropriate for the
efficient administration and operations of the Trust;

<PAGE>
(c) Distribution. To distribute the Shares of the Trust,
to be principal underwriter of such Shares, and/or to
act as agent of the Trust in the sale of Shares and the
acceptance or rejection of orders for the purchase of
Shares;

(d) Custodian and Depository. To act as depository for and
to maintain custody of the property of the Trust and
accounting records in connection therewith;

(e) Transfer and Dividend Disbursing Agency. To maintain
records of the ownership of outstanding Shares, the
issuance and redemption and the transfer thereof, and
to disburse any dividends declared by the Trustees and
in accordance with the policies of the Trustees and/or
the instructions of any particular Shareholder to
reinvest any such dividends;

(f) Shareholder Servicing. To provide service with respect
to the relationship of the Trust and its Shareholders,
records with respect to Shareholders and their Shares,
and similar matters; and

(g) Accounting. To handle all or any part of the
accounting responsibilities, whether with respect to
the Trust's properties, Shareholders or otherwise.

The same person may be the Contracting Party for some or all of
the services, duties and responsibilities to, for and of the
Trust and/or the Trustees, and the contracts with respect thereto
may contain such terms interpretive of or in addition to the
delineation of the services, duties and responsibilities provided
for, including provisions that are not inconsistent with the 1940
Act relating to the standard of duty of and the rights to
indemnification of the Contracting Party and others, as the
Trustees may determine.

Subject to the provisions of the 1940 Act, the fact that:

(i) any of the Shareholders, Trustees or officers of
the Trust is a shareholder, director, officer, partner,
trustee, employee, manager, adviser, principal underwriter
or distributor or agent of or for any Contracting Party, or
of or for any parent or affiliate of any Contracting Party
or that the Contracting Party or any parent or affiliate
thereof is a Shareholder or has an interest in the Trust, or
that

(ii) any Contracting Party may have a contract
providing for the rendering of any similar services to one
or more other corporations, trusts, associations,
partnerships, limited partnerships or other organizations,
or has other business or interests,
<PAGE>

shall not affect the validity of any contract for the performance
and assumption of services, duties and responsibilities to, for
or of the Trust and/or the Trustees or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or
executing the same or create any liability or accountability to
the Trust or its Shareholders, provided that in the case of any
relationship or interest referred to in the preceding clause (i)
on the part of any Trustee or officer of the Trust either (1) the
material facts as to such relationship or interest have been
disclosed to or are known by the Trustees not having any such
relationship or interest and the contract involved is approved in
good faith by a majority of such Trustees not having any such
relationship or interest (even though such unrelated or
disinterested Trustees are less than a quorum of all of the
Trustees), (2) the material facts as to such relationship or
interest and as to the contract have been disclosed to or are
known by the Shareholders entitled to vote thereon and the
contract involved is specifically approved in good faith by vote
of the Shareholders, or (3) the specific contract involved is
fair to the Trust as of the time it is authorized, approved or
ratified by the Trustees or by the Shareholders.

SECTION 3.4 PAYMENT OF TRUST EXPENSES AND COMPENSATION OF
TRUSTEES. The Trustees are authorized to pay or to cause to be
paid out of the principal or income of the Trust, or partly out
of principal and partly out of income, and to charge or allocate
the same to, between or among such one or more of the Series that
may be established and designated pursuant to Article IV, as the
Trustees deem fair, all expenses, fees, charges, taxes and
liabilities incurred or arising in connection with the Trust, or
in connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and
charges for the services of the Trust's officers, employees,
investment adviser, administrator, distributor, principal
underwriter, auditor, counsel, depository, custodian, transfer
agent, dividend disbursing agent, accounting agent, Shareholder
servicing agent, and such other agents, consultants, and
independent contractors and such other expenses and charges as
the Trustees may deem necessary or proper to incur. Without
limiting the generality of any other provision hereof, the
Trustees shall be entitled to reasonable compensation from the
Trust for their services as Trustees and may fix the amount of
such compensation.

SECTION 3.5 OWNERSHIP OF ASSETS OF THE TRUST. Title to
all of the assets of the Trust shall at all times be considered
as vested in the Trustees.

ARTICLE IV
----------

SHARES
------

SECTION 4.1 DESCRIPTION OF SHARES The beneficial
interest in the Trust shall be divided into Shares, all without
par value and of one class, but the Trustees shall have the
authority from time to time to divide the class of Shares into
two or more Series of Shares (including without limitation those
Series specifically established and designated in Section 4.2),
as they deem necessary or desirable, to establish and designate
such Series, and to fix and determine the relative rights and
preferences as between the different Series of Shares as to right
of redemption and the price, terms and manner of redemption,
special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund
provisions, conversion rights, and conditions under which the
several Series shall have separate voting rights or no voting
rights. Except as aforesaid all Shares of the different Series
shall be identical.
<PAGE>

The Shares of each Series may be issued or reissued from
time to time in one or more sub-series ("Sub-Series"), as
determined by the Board of Trustees pursuant to resolution. Each
Sub-Series shall be appropriately designated, prior to the
issuance of any shares thereof, by some distinguishing letter,
number or title. All Shares within a Sub-Series shall be alike
in every particular. All Shares of each Series shall be of equal
rank and have the same powers, preferences and rights, and shall
be subject to the same qualifications, limitations and
restrictions without distinction between the shares of different
Sub-Series thereof, except with respect to such differences among
such Sub-Series as the Board of Trustees shall from time to time
determine to be necessary to comply with the 1940 Act or other
applicable laws, including differences in the rate or rates of
dividends or distributions. The Board of Trustees may from time
to time increase the number of Shares allocated to any Sub-Series
already created by providing that any unissued Shares of the
applicable Series shall constitute part of such Sub-Series, or
may decrease the number of Shares allocated to any Sub-Series
already created by providing that any unissued Shares previously
assigned to such Sub-Series shall no longer constitute part
thereof. The Board of Trustees is hereby empowered to classify
or reclassify from time to time any unissued Shares of each
Series by fixing or altering the terms thereof and by assigning
such unissued shares to an existing or newly created Sub-Series.
Notwithstanding anything to the contrary in this paragraph the
Board of Trustees is hereby empowered (i) to redesignate any
issued Shares of any Series by assigning a distinguishing letter,
number or title to such shares and (ii) to reclassify all or any
part of the issued Shares of any Series to make them part of an
existing or newly created Sub-Series.

The number of authorized Shares that may be issued is
unlimited, and the Trustees may issue Shares of any Series for
such consideration and on such terms as they may determine (or
for no consideration if pursuant to a Share dividend or split-
up), all without action or approval of the Shareholders. All
Shares when so issued on the terms determined by the Trustees
shall be fully paid and non-assessable (but may be subject to
mandatory contribution back to the Trust as provided in
subsection (h) of Section 4.2). The Trustees may classify or
reclassify any unissued Shares or any Shares previously issued
and reacquired of any Series into one or more Series that may be
established and designated from time to time. The Trustees may
hold as treasury Shares (of the same or some other Series),
reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any
Shares of any Series reacquired by the Trust.

The Trustees may from time to time close the transfer books
or establish record dates and times for the purposes of
determining the holders of Shares entitled to be treated as such,
to the extent required for the operation of the Trust.

The establishment and designation of any Series of Shares in
addition to those established and designated in Section 4.2, or
of any Sub-Series of shares, shall be effective upon the
execution by a majority of the then Trustees of an instrument
setting forth such establishment and designation and the relative
rights and preferences of such Series or Sub-Series, or as
otherwise provided in such instrument. At any time that there
are no Shares outstanding of any particular Series or Sub-Series
previously established and designated the Trustees may by an
instrument executed by a majority of their number abolish that
Series or Sub-Series and the establishment and designation
thereof. Each instrument referred to in this paragraph shall
have the status of an amendment to this Restated Declaration of
Trust.

Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire,
own, hold and dispose of Shares of any Series of the Trust to the
same extent as if such person were not a Trustee, officer or
other agent of the Trust; and the Trust may issue and sell or
cause to be issued and sold and may purchase Shares of any Series
from any such person or any such organization subject only to the
general limitations, restrictions or other provisions applicable
to the sale or purchase of Shares of such Series generally.

SECTION 4.2 ESTABLISHMENT AND DESIGNATION OF SERIES.
Without limiting the authority of the Trustees set forth in
Section 4.1 to establish and designate any further Series, the
Trustees hereby establish and designate six Series of Shares: the
"Tax-Free Money Fund," the "Tax-Free Intermediate Term Fund," the
"Ohio Insured Tax-Free Fund," the "Ohio Tax-Free Money Fund," the
"California Tax-Free Money Fund" and the "Royal Palm Florida Tax-
Free Money Fund." The Tax-Free Money Fund Shares, the Tax-Free
Intermediate Term Fund Shares, the Ohio Insured Tax-Free Fund
Shares, the Ohio Tax-Free Money Fund Shares, the California Tax-
Free Money Fund Shares, the Royal Palm Florida Tax-Free Money
Fund Shares and any Shares of any further Series that may from
time to time be established and designated by the Trustees shall
(unless the Trustees otherwise determine with respect to some
further Series or Sub-Series at the time of establishing and
designating the same) have the following relative rights and
preferences:

(a) Assets Belonging to Series. All consideration received
by the Trust for the issue or sale of Shares of a
particular Series, together with all assets in which
such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange
or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably
belong to that Series for all purposes, subject only to
the rights of creditors, and shall be so recorded upon
the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof,
including any proceeds derived from the sale, exchange
or liquidation of such assets, and any funds or
payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together
with any General Items allocated to that Series as
provided in the following sentence, are herein referred
to as "assets belonging to" that Series. In the event
that there are any assets, income, earnings, profits,
and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular
Series (collectively "General Items"), the Trustees
shall allocate such General Items to and among any one
or more of the Series established and designated from
time to time in such manner and on such basis as they,
in their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular Series
shall belong to that Series. Each such allocation by
the Trustees shall be conclusive and binding upon the
Shareholders of all Series for all purposes.
<PAGE>

The Trustees shall have full discretion, to the extent
not inconsistent with the 1940 Act, to determine which
items shall be treated as income and which items as
capital; and each such determination and allocation
shall be conclusive and binding upon the Shareholders.

(b) Liabilities Belonging to Series. The assets belonging
to each particular Series shall be charged with the
liabilities of the Trust in respect of that Series and
all expenses, costs, charges and reserves attributable
to that Series, and any general liabilities, expenses,
costs, charges or reserves of the Trust which are not
readily identifiable as belonging to any particular
Series shall be allocated and charged by the Trustees
to and among any one or more of the Series established
and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion
deem fair and equitable. The liabilities, expenses,
costs, charges and reserves allocated and so charged to
a Series are herein referred to as "liabilities
belonging to" that Series. Each allocation of
liabilities, expenses, costs, charges and reserves by
the Trustees shall be conclusive and binding upon the
holders of all Series for all purposes.

(c) Dividends. Dividends and distributions on Shares of a
particular Series may be paid with such frequency as
the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or
resolutions adopted only once or with such frequency as
the Trustees may determine, to the holders of Shares of
that Series, from such of the income and capital gains,
accrued or realized, from the assets belonging to that
Series, as the Trustees may determine, after providing
for actual and accrued liabilities belonging to that
Series. All dividends and distributions on Shares of a
particular Series shall be distributed pro rata to the
holders of that Series in proportion to the number of
Shares of that Series held by such holders at the date
and time of record established for the payment of such
dividends or distributions, except that in connection
with any dividend or distribution program or procedure
the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the
Shareholder's purchase order and/or payment have not
been received by the time or times established by the
Trustees under such program or procedure, and except
that if Sub-Series have been established for any
Series, the rate of dividends or distributions may vary
among such Sub-Series pursuant to resolution, which may
be a standing resolution, of the Board of Trustees.
Such dividends and distributions may be made in cash or
Shares or a combination thereof as determined by the
Trustees or pursuant to any program that the Trustees
may have in effect at the time for the election by each
Shareholder of the mode of the making of such dividend
or distribution to that Shareholder. Any such dividend

<PAGE>

or distribution paid in Shares will be paid at the net
asset value thereof as determined in accordance with
subsection (h) of Section 4.2.

The Trust intends to qualify as a "regulated investment
company" under the Internal Revenue Code of 1954, as
amended, or any successor or comparable statute
thereto, and regulations promulgated thereunder.
Inasmuch as the computation of net income and gains for
federal income tax purposes may vary from the
computation thereof on the books of the Trust, the
Board of Trustees shall have the power, in its sole
discretion, to distribute in any fiscal year as
dividends, including dividends designated in whole or
in part as capital gains distributions, amounts
sufficient, in the opinion of the Board of Trustees, to
enable the Trust to qualify as a regulated investment
company and to avoid liability of the Trust for federal
income tax in respect of that year. However, nothing
in the foregoing shall limit the authority of the Board
of Trustees to make distributions greater than or less
than the amount necessary to qualify as a regulated
investment company and to avoid liability of the Trust
for such tax.

(d) Liquidation. In event of the liquidation or
dissolution of the Trust, the Shareholders of each
Series that has been established and designated shall
be entitled to receive, as a Series, when and as
declared by the Trustees, the excess of the assets
belonging to that Series over the liabilities belonging
to that Series. The assets so distributable to the
Shareholders of any particular Series shall be
distributed among such Shareholders in proportion to
the number of Shares of that Series held by them and
recorded on the books of the Trust. The liquidation of
any particular Series may be authorized by vote of a
majority of the Trustees then in office subject to the
approval of a majority of the outstanding voting
securities, as defined in the 1940 Act, (Shares) of
that Series.

(e) Voting. All shares of all Series shall have "equal
voting rights" as such term is defined in the 1940 Act
and except as otherwise provided by that Act or rules,
regulations or orders promulgated thereunder. On each
matter submitted to a vote of the Shareholders, each
Series shall vote as a separate series except as to any
matter with respect to which a vote of all Series
voting as a single series is required by the 1940 Act
or rules and regulations promulgated thereunder, or

<PAGE>

would be required under the Massachusetts Business
Corporation Law if the Trust were a Massachusetts
business corporation. As to any matter which does not
affect the interest of a particular Series, only the
holders of Shares of the one or more affected Series
shall be entitled to vote.

(f) Redemption by Shareholder. Each holder of Shares of a
particular Series shall have the right at such times as
may be permitted by the Trust, but no less frequently
than once each week, to require the Trust to redeem all
or any part of his Shares of that Series at a
redemption price equal to the net asset value per Share
of that Series next determined in accordance with
subsection (h) of this Section 4.2 after the Shares are
properly tendered for redemption. Payment of the
redemption price shall be in cash; provided, however,
that if the Trustees determine, which determination
shall be conclusive, that conditions exist which make
payment wholly in cash unwise or undesirable, the Trust
may make payment wholly or partly in securities or
other assets belonging to the Series of which the
Shares being redeemed are part at the value of such
securities or assets used in such determination of net
asset value.

Notwithstanding the foregoing, the Trust may postpone
payment of the redemption price and may suspend the
right of the holders of Shares of any Series to require
the Trust to redeem Shares of that Series during any
period or at any time when and to the extent
permissible under the 1940 Act, and such redemption is
conditioned upon the Trust having funds or property
legally available therefor.

(g) Redemption by Trust. Each Share of each Series that
has been established and designated is subject to
redemption by the Trust at the redemption price which
would be applicable if such Share was then being
redeemed by the Shareholder pursuant to subsection (f)
of this Section 4.2 at any time if the Trustees
determine in their sole discretion that failure to so
redeem may have materially adverse consequences to all
or any of the holders of the Shares, or any Series
thereof, of the Trust, and upon such redemption the
holders of the Shares so redeemed shall have no further
right with respect thereto other than to receive
payment of such redemption price. In addition, the
Board of Trustees, in its sole discretion, may require
a Shareholder to redeem all of his Shares of any Series
within thirty days after the end of a calendar quarter,
if the value of all of his shares of that Series at the

<PAGE>

end of said calendar quarter is less than the minimum
amount established from time to time by the Board of
Trustees.

(h) Net Asset Value. The net asset value per Share of any
Series shall be the quotient obtained by dividing the
value of the net assets of that Series (being the value
of the assets belonging to that Series less the
liabilities belonging to that Series) by the total
number of Shares of that Series outstanding, all
determined in accordance with the methods and
procedures, including without limitation those with
respect to rounding, established by the Trustees from
time to time.

The Trustees may determine to maintain the net asset
value per Share of any Series at a designated constant
dollar amount and in connection therewith may adopt
procedures not inconsistent with the 1940 Act for the
continuing declarations of income attributable to that
Series as dividends payable in additional Shares of
that Series at the designated constant dollar amount
and for the handling of any losses attributable to that
Series. Such procedures may provide that in the event
of any loss each Shareholder shall be deemed to have
contributed to the capital of the Trust attributable to
that Series his pro rata portion of the total number of
Shares required to be canceled in order to permit the
net asset value per Share of that Series to be
maintained, after reflecting such loss, at the
designated constant dollar amount. Each Shareholder of
the Trust shall be deemed to have agreed, by his
investment in the Trust, to make the contribution
referred to in the preceding sentence in the event of
any such loss.

(i) Transfer. All Shares of each particular Series shall
be transferable, but transfers of Shares of a
particular Series will be recorded on the Share
transfer records of the Trust applicable to that Series
only at such times as Shareholders shall have the right
to require the Trust to redeem Shares of that Series
and at such other times as may be permitted by the
Trustees.

(j) Equality. All Shares of each particular Series shall
represent an equal proportionate interest in the assets
belonging to that Series (subject to the liabilities
belonging to that Series), and each Share of any
particular Series shall be equal to each other Share of

<PAGE>

that Series; but the provisions of this sentence shall
not restrict any distinctions permissible under
subsection (c) of this Section 4.2 that may exist with
respect to dividends and distributions on Shares of the
same Series. The Trustees may from time to time divide
or combine the Shares of any particular Series into a
greater or lesser number of Shares of that Series
without thereby changing the proportionate beneficial
interest in the assets belonging to that Series or in
any way affecting the rights of Shares of any other
Series.

(k) Fractions. Any fractional Share of any Series or Sub-
Series, if any such fractional Share is outstanding,
shall carry proportionately all the rights and
obligations of a whole Share of that Series or Sub-
Series, including with respect to voting, receipt of
dividends and distributions, redemption of Shares, and
liquidation of the Trust.

(l) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have
the authority to provide that holders of Shares of any
Series shall have the right to convert said Shares into
Shares of one or more other Series of Shares in
accordance with such requirements and procedures as may
be established by the Trustees.

SECTION 4.3 OWNERSHIP OF SHARES. The ownership of Shares
shall be recorded on the books of the Trust or of a transfer or
similar agent for the Trust, which books shall be maintained
separately for the Shares of each Series that has been
established and designated. No certificates certifying the
ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make
such rules as they consider appropriate for the issuance of Share
certificates, the use of facsimile signatures, the transfer of
Shares and similar matters. The record books of the Trust as
kept by the Trust or any transfer or similar agent, as the case
may be, shall be conclusive as to who are the Shareholders and as
to the number of Shares of each Series and Sub-Series held from
time to time by each such Shareholder.

SECTION 4.4 INVESTMENTS IN THE TRUST. The Trustees may
accept investments in the Trust from such persons and on such
terms and for such consideration, not inconsistent with the
provisions of the 1940 Act, as they from time to time authorize.
The Trustees may authorize any distributor, principal
underwriter, custodian, transfer agent or other person to accept
orders for the purchase of Shares that conform to such authorized
terms and to reject any purchase orders for Shares whether or not
conforming to such authorized terms.

<PAGE>

SECTION 4.5 NO PREEMPTIVE RIGHTS. Shareholders shall
have no preemptive or other right to subscribe to any additional
Shares or other securities issued by the Trust.

SECTION 4.6 STATUS OF SHARES AND LIMITATION OF PERSONAL
LIABILITY. Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every Shareholder
by virtue of having become a Shareholder shall be held to have
expressly assented and agreed to the terms hereof and to have
become a party hereto. The death of a Shareholder during the
continuance of the Trust shall not operate to terminate the Trust
nor entitle the representative of any deceased Shareholder to an
accounting or to take any action in court or elsewhere against
the Trust or the Trustees, but only to the rights of said
decedent under this Trust. Ownership of Shares shall not entitle
the Shareholder to any title in or to the whole or any part of
the Trust property or right to call for a partition or division
of the same or for an accounting, nor shall the ownership of
Shares constitute the Shareholders partners. Neither the Trust
nor the Trustees, nor any officer, employee or agent of the Trust
shall have any power to bind personally any Shareholder, nor
except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time
personally agree to pay.

ARTICLE V
---------

SHAREHOLDERS' VOTING POWERS AND MEETINGS
----------------------------------------

SECTION 5.1 VOTING POWERS. The Shareholders shall have
power to vote only (i) for the election or removal of Trustees as
provided in Section 3.1, (ii) with respect to any contract with a
Contracting Party as provided in Section 3.3 as to which
Shareholder approval is required by the 1940 Act, (iii) with
respect to any termination or reorganization of the Trust or any
Series to the extent and as provided in Sections 7.1 and 7.2,
(iv) with respect to any amendment of this Restated Declaration
of Trust to the extent and as provided in Section 7.3, (v) to the
same extent as the stockholders of a Massachusetts business
corporation as to whether or not a court action, proceeding or
claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders,
and (vi) with respect to such additional matters relating to the
Trust as may be required by the 1940 Act, this Restated
Declaration of Trust, the Bylaws or any registration of the Trust
with the Commission (or any successor agency) or any state, or as
the Trustees may consider necessary or desirable. There shall be
no cumulative voting in the election of any Trustee or Trustees.
Shares may be voted in person or by proxy. A proxy with respect
to Shares held in the name of two or more persons shall be valid

<PAGE>

if executed by any one of them unless at or prior to exercise of
the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed
by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise and the burden of proving
invalidity shall rest on the challenger. Until Shares are
issued, the Trustees may exercise all rights of Shareholders and
may take any action required by law, this Restated Declaration of
Trust or the Bylaws to be taken by Shareholders.

SECTION 5.2 MEETINGS. Meetings (including meetings
involving only the holders of Shares of one or more but less than
all Series) of Shareholders may be called by the Trustees from
time to time for the purpose of taking action upon any matter
requiring the vote or authority of the Shareholders as herein
provided or upon any other matter deemed by the Trustees to be
necessary or desirable. Written notice of any meeting of
Shareholders shall be given or caused to be given by the Trustees
by mailing such notice at least seven days before such meeting,
postage prepaid, stating the time, place and purpose of the
meeting, to each Shareholder at the Shareholder's address as it
appears on the records of the Trust. The Trustees shall promptly
call and give notice of a meeting of Shareholders for the purpose
of voting upon removal of any Trustee of the Trust when requested
to do so in writing by Shareholders holding not less than 10% of
the Shares then outstanding. If the Trustees shall fail to call
or give notice of any meeting of Shareholders (including a
meeting involving only the holders of Shares of one or more but
less than all Series) for a period of 30 days after written
application by Shareholders holding at least 25% of the Shares
then outstanding requesting a meeting be called for any other
purpose requiring action by the Shareholders as provided herein
or in the Bylaws, then Shareholders holding at least 25% of the
Shares then outstanding may call and give notice of such meeting,
and thereupon the meeting shall be held in the manner provided
for herein in case of call thereof by the Trustees."

SECTION 5.3 RECORD DATES. For the purpose of determining
the Shareholders who are entitled to vote or act at any meeting
or any adjournment thereof, or who are entitled to participate in
any dividend or distribution, or for the purpose of any other
action, the Trustees may from time to time close the transfer
books for such period, not exceeding 30 days (except at or in
connection with the termination of the Trust), as the Trustees
may determine; or without closing the transfer books the Trustees
may fix a date and time not more than 60 days prior to the date
of any meeting of Shareholders or other action as the date and
time of record for the determination of Shareholders entitled to
vote at such meeting or any adjournment thereof or to be treated
as Shareholders of record for purposes of such other action, and
any Shareholder who was a Shareholder at the date and time so

<PAGE>

fixed shall be entitled to vote at such meeting or any
adjournment thereof or (subject to any provisions permissible
under subsection (c) of Section 4.2 with respect to dividends or
distributions on Shares that have not been ordered and/or paid
for by the time or times established by the Trustees under the
applicable dividend or distribution program or procedure then in
effect) to be treated as a Shareholder of record for purposes of
such other action, even though he has since that date and time
disposed of his Shares, and no Shareholder becoming such after
that date and time shall be so entitled to vote at such meeting
or any adjournment thereof or to be treated as a Shareholder of
record for purposes of such other action.

SECTION 5.4 QUORUM AND REQUIRED VOTE. A majority of the
Shares entitled to vote shall be a quorum for the transaction of
business at a Shareholders' meeting, but any lesser number shall
be sufficient for adjournments. Any adjourned session or
sessions may be held, within a reasonable time after the date set
for the original meeting without the necessity of further notice.
A majority of the Shares voted, at a meeting of which a quorum is
present, shall decide any questions and a plurality shall elect a
Trustee, except when a different vote is required or permitted by
any provision of the 1940 Act or other applicable law or by this
Restated Declaration of Trust or the Bylaws. Notwithstanding any
provision of applicable law requiring a greater proportion than a
majority of the votes entitled to be cast in order to take or
authorize any action (unless otherwise provided in this Restated
Declaration of Trust or the Bylaws), any such action may be taken
or authorized upon the concurrence of at least a majority of the
aggregate number of votes entitled to be cast thereon.

SECTION 5.5 ACTION BY WRITTEN CONSENT. Subject to the
provisions of the 1940 Act and other applicable law, any action
taken by Shareholders may be taken without a meeting if a
majority of Shareholders entitled to vote on the matter (or such
other proportion thereof as shall be required by the 1940 Act or
by any express provision of this Restated Declaration of Trust or
the Bylaws) consent to the action in writing and such written
consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as
a vote taken at a meeting of Shareholders.

SECTION 5.6 INSPECTION OF RECORDS. The records of the
Trust shall be open to inspection by Shareholders to the same
extent as is permitted stockholders of a Massachusetts business
corporation under the Massachusetts Business Corporation Law.

SECTION 5.7 ADDITIONAL PROVISIONS. The Bylaws may
include further provisions for Shareholders' votes and meetings
and related matters.

<PAGE>

ARTICLE VI
----------

LIMITATION OF LIABILITY; INDEMNIFICATION
----------------------------------------

SECTION 6.1 TRUSTEES, SHAREHOLDERS, ETC. NOT PERSONALLY
LIABLE; NOTICE. All persons extending credit to, contracting
with or having any claim against the Trust shall look only to the
assets of the Trust for payment under such credit, contract or
claim; and neither the Shareholders nor the Trustees, nor any of
the Trust's officers, employees or agents, whether past, present
or future, shall be personally liable therefor. Every note,
bond, contract, instrument, certificate or undertaking and every
other act or thing whatsoever executed or done by or on behalf of
the Trust or the Trustees or any of them in connection with the
Trust shall be conclusively deemed to have been executed or done
only by or for the Trust or the Trustees and not personally.
Nothing in this Restated Declaration of Trust shall protect any
Trustee or officer against any liability to the Trust or the
Shareholders to which such Trustee or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee or of such officer.

Every note, bond, contract, instrument, certificate or
undertaking made or issued by the Trustees or by any officers or
officer shall give notice that this Restated Declaration of Trust
is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite to the effect that the same was
executed or made by or on behalf of the Trust or by them as
Trustees or Trustee or as officers or officer and not
individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are
binding only upon the assets and property of the Trust, but the
omission thereof shall not operate to bind any Trustees or
Trustee or officers or officer or Shareholders or Shareholder
individually.

SECTION 6.2 TRUSTEE'S GOOD FAITH ACTION; EXPERT ADVICE;
NO BOND OR SURETY. The exercise by the Trustees of their powers
and discretions hereunder shall be binding upon everyone
interested. A Trustee shall be liable for his own willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of the office of Trustee, and
for nothing else, and shall not be liable for errors of judgment
or mistakes of fact or law. Subject to the foregoing, (a) the
Trustees shall not be responsible or liable in any event for any
neglect or wrongdoing of any officer, agent, employee,
consultant, adviser, administrator, distributor or principal
underwriter, custodian or transfer, dividend disbursing,
Shareholder servicing or accounting agent of the Trust, nor shall
any Trustee be responsible for the act or omission of any other

<PAGE>

Trustee; (b) the Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this
Restated Declaration of Trust and their duties as Trustees, and
shall be under no liability for any act or omission in accordance
with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good
faith, shall be entitled to rely upon the books of account of the
Trust and upon written reports made to the Trustees by any
officer appointed by them, any independent public accountant, and
(with respect to the subject matter of the contract involved) any
officer, partner or responsible employee of a Contracting Party
appointed by the Trustees pursuant to Section 3.3. The Trustees
as such shall not be required to give any bond or surety or any
other security for the performance of their duties.

SECTION 6.3 INDEMNIFICATION OF SHAREHOLDERS. In case any
Shareholder or former Shareholder shall be charged or held to be
personally liable for any obligation or liability of the Trust
solely by reason of being or having been a Shareholder and not
because of such Shareholder's acts or omissions or for some other
reason, the Trust (upon proper and timely request by the
Shareholder) shall assume the defense against such charge and
satisfy any judgment thereon, and the Shareholder or former
Shareholder (or his heirs, executors, administrators or other
legal representatives or in the case of a corporation or other
entity, its corporate or other general successor) shall be
entitled out of the assets of the Trust estate to be held
harmless from and indemnified against all loss and expense
arising from such liability.

SECTION 6.4 INDEMNIFICATION OF TRUSTEES, OFFICERS, ETC.
The Trust shall indemnify each of its Trustees and officers
(including persons who serve at the Trust's request as directors,
officers or trustees of another organization in which the Trust
has any interest as a shareholder, creditor or otherwise)
(hereinafter referred to as a "Covered Person") against all
liabilities, including but not limited to amounts paid in
satisfaction of judgments, in compromise or as fines and
penalties, and expenses, including reasonable accountants' and
counsel fees, incurred by any Covered Person in connection with
the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, before any court or
administrative or legislative body, in which such Covered Person
may be or may have been involved as a party or otherwise or with
which such person may be or may have been threatened, while in
office or thereafter, by reason of being or having been such a
Trustee or officer, director or trustee, and except that no
Covered Person shall be indemnified against any liability to the
Trust or its Shareholders to which such Covered Person would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in

<PAGE>

the conduct of such Covered Person's office ("disabling
conduct"). Anything herein contained to the contrary
notwithstanding, no Covered Person shall be indemnified for any
liability to the Trust or its Shareholders to which such Covered
Person would otherwise be subject unless (1) a final decision on
the merits is made by a court or other body before whom the
proceeding was brought that the Covered Person to be indemnified
was not liable by reason of disabling conduct or, (2) in the
absence of such a decision, a reasonable determination is made,
based upon a review of the facts, that the Covered Person was not
liable by reason of disabling conduct, by (a) the vote of a
majority of a quorum of Trustees who are neither "interested
persons" of the Company as defined in the 1940 Act nor parties to
the proceeding ("disinterested, non-party Trustees"), or (b) an
independent legal counsel in a written opinion.

SECTION 6.5 ADVANCES OF EXPENSES. The Trust shall
advance attorneys' fees or other expenses incurred by a Covered
Person in defending a proceeding, upon the undertaking by or on
behalf of the Covered Person to repay the advance unless it is
ultimately determined that such Covered Person is entitled to
indemnification, so long as one of the following conditions is
met: (i) the Covered Person shall provide security for his
undertaking, (ii) the Trust shall be insured against losses
arising by reason of any lawful advances, or (iii) a majority of
a quorum of the disinterested non-party Trustees of the Trust, or
an independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (as
opposed to a full trial-type inquiry), that there is reason to
believe that the Covered Person ultimately will be found entitled
to indemnification.

SECTION 6.6 INDEMNIFICATION NOT EXCLUSIVE, ETC. The
right of indemnification provided by this Article VI shall not be
exclusive of or affect any other rights to which any such Covered
Person may be entitled. As used in this Article VI, "Covered
Person" shall include such person's heirs, executors and
administrators. Nothing contained in this article shall affect
any rights to indemnification to which personnel of the Trust,
other than Trustees and officers, and other persons may be
entitled by contract or otherwise under law, nor the power of the
Trust to purchase and maintain liability insurance on behalf of
any such person.

<PAGE>
SECTION 6.7 LIABILITY OF THIRD PERSONS DEALING WITH
TRUSTEES. No person dealing with the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made
or to be made by the Trustees or to see to the application of any
payments made or property transferred to the Trust or upon its
order.

ARTICLE VII
-----------

MISCELLANEOUS
-------------

SECTION 7.1 DURATION AND TERMINATION OF TRUST. Unless
terminated as provided herein, the Trust shall continue without
limitation of time. The Trust may be terminated at any time by a
majority of the Trustees then in office subject to a favorable
vote of a majority of the outstanding voting securities, as
defined in the 1940 Act, (Shares) of each Series voting
separately by Series.

Upon termination, after paying or otherwise providing for
all charges, taxes, expenses and liabilities, whether due or
accrued or anticipated as may be determined by the Trustees, the
Trust shall in accordance with such procedures as the Trustees
consider appropriate reduce the remaining assets to distributable
form in cash, securities or other property, or any combination
thereof, and distribute the proceeds to the Shareholders, in
conformity with the provisions of subsection (d) of Section 4.2.

SECTION 7.2 REORGANIZATION. The Trustees may sell,
convey and transfer the assets of the Trust, or the assets
belonging to any one or more Series, to another trust,
partnership, association or corporation organized under the laws
of any state of the United States, or to the Trust to be held as
assets belonging to another Series of the Trust, in exchange for
cash, shares or other securities (including, in the case of a
transfer to another Series of the Trust, Shares of such other
Series) with such transfer being made subject to, or with the
assumption by the transferee of, the liabilities belonging to
each Series the assets of which are so transferred; provided,
however, that if shareholder approval is required by the 1940
Act, no assets belonging to any particular Series shall be so
transferred unless the terms of such transfer shall have first
been approved at a meeting called for the purpose by the
affirmative vote of the holders of a majority of the outstanding
voting securities, as defined in the 1940 Act, (Shares) of that
Series. Following such transfer, the Trustees shall distribute
such cash, shares or other securities (giving due effect to the
assets and liabilities belonging to and any other differences
among the various Series the assets belonging to which have so
been transferred) among the Shareholders of the Series the assets
belonging to which have been so transferred; and if all of the
assets of the Trust have been so transferred, the Trust shall be
terminated.
<PAGE>

SECTION 7.3 AMENDMENTS. All rights granted to the
Shareholders under this Restated Declaration of Trust are granted
subject to the reservation of the right to amend this Restated
Declaration of Trust as herein provided, except that no amendment
shall repeal the limitations on personal liability of any
Shareholder or Trustee or repeal the prohibition of assessment
upon the Shareholders without the express consent of each
Shareholder or Trustee involved. Subject to the foregoing, the
provisions of this Restated Declaration of Trust (whether or not
related to the rights of Shareholders) may be amended at any time
by an instrument in writing signed by a majority of the then
Trustees (or by any officer of the Trust pursuant to the vote of
a majority of such Trustees), when authorized so to do by the
vote in accordance with subsection (e) of Section 4.2 of
Shareholders holding a majority of the Shares entitled to vote,
except that amendments either (a) establishing and designating
any new Series of Shares not established and designated in
Section 4.2, or any Sub-Series or (b) having the purpose of
changing the name of the Trust or the name of any Shares
theretofore established and designated or of supplying any
omission, curing any ambiguity or curing, correcting or
supplementing any provision hereof which is internally
inconsistent with any other provision hereof or which is
defective or inconsistent with the 1940 Act or with the
requirements of the Internal Revenue Code and applicable
regulations for the Trust's obtaining the most favorable
treatment thereunder available to regulated investment companies,
shall not require authorization by Shareholder vote. Subject to
the foregoing, any such amendment shall be effective as provided
in the instrument containing the terms of such amendment or, if
there is no provision therein with respect to effectiveness, upon
the execution of such instrument and of a certificate (which may
be a part of such instrument) executed by a Trustee or officer of
the Trust to the effect that such amendment has been duly
adopted.

SECTION 7.4 FILING OF COPIES; REFERENCES; HEADINGS. The
original or a copy of this instrument and of each amendment
hereto shall be kept at the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument and of
each amendment hereto shall be filed by the Trust with the
Secretary of The Commonwealth of Massachusetts and with the
Boston City Clerk, as well as any other governmental office where
such filing may from time to time be required, but the failure to
make any such filing shall not impair the effectiveness of this
instrument or any such amendment. Anyone dealing with the Trust
may rely on a certificate by an officer of the Trust as to
whether or not any such amendments have been made, as to the
identities of the Trustees and officers, and as to any matters in

<PAGE>

connection with the Trust hereunder; and, with the same effect as
if it were the original, may rely on a copy certified by an
officer of the Trust to be a copy of this instrument or of any
such amendments. In this instrument and in any such amendment,
references to this instrument, and all expressions like "herein,"
"hereof" and "hereunder" shall be deemed to refer to this
instrument as a whole as the same may be amended or affected by
any such amendments. The masculine gender shall include the
feminine and neuter genders. Headings are placed herein for
convenience of reference only and shall not be taken as a part
hereof or control or affect the meaning, construction or effect
of this instrument. This instrument may be executed in any
number of counterparts each of which shall be deemed an original.

SECTION 7.5 APPLICABLE LAW. This Restated Declaration of
Trust is made in The Commonwealth of Massachusetts, and it is
created under and is to be governed by and construed and
administered according to the laws of said Commonwealth,
including the Massachusetts Business Corporation Law as the same
may be amended from time to time, to which reference is made with
the intention that matters not specifically covered herein or as
to which an ambiguity may exist shall be resolved as if the Trust
were a business corporation organized in Massachusetts, but the
reference to said Business Corporation Law is not intended to
give the Trust, the Trustees, the Shareholders or any other
person any right, power, authority or responsibility available
only to or in connection with an entity organized in corporate
form. The Trust shall be of the type referred to in Section 1 of
Chapter 182 of the Massachusetts General Laws and of the type
commonly called a Massachusetts business trust, and without
limiting the provisions hereof, the Trust may exercise all powers
which are ordinarily exercised by such a trust.
<PAGE>
IN WITNESS WHEREOF, the undersigned Trustees, for themselves
and their respective successors and assigns, have executed one or
more counterparts of this Restated Agreement and Declaration of
Trust under seal as of the day and year first above written.

/s/ Robert H. Leshner
- ---------------------
ROBERT H. LESHNER

/s/ G. William Rohde
- --------------------
G. WILLIAM ROHDE

/s/ H. Jerome Lerner
- --------------------
H. JEROME LERNER

- ------------------
OSCAR P. ROBERTSON

/s/ James C. Krumme
- --------------------
JAMES C. KRUMME

/s/ Bruce J. Simpson
- --------------------
BRUCE J. SIMPSON

- --------------------
DAVID A. JONES

/s/ Gary W. Heldman
- -------------------
GARY W. HELDMAN

MIDWEST GROUP TAX FREE TRUST

AMENDMENT NO. 1 TO RESTATED AGREEMENT AND DECLARATION OF TRUST
DATED AUGUST 26, 1993

Pursuant to Section 4.1 of the Restated Agreement and
Declaration of Trust of Midwest Group Tax Free Trust and
effective upon the execution of this instrument, the undersigned,
being a majority of the Trustees of Midwest Group Tax Free Trust,
hereby adopt the following resolutions:

RESOLVED, that two new series of shares of the Trust be,
and they hereby are, established and that such new series
be, and they hereby are, designated the "Government
Housing Tax-Exempt Fund" and the "Florida Tax-Free
Intermediate Term Fund"; and

FURTHER RESOLVED, that the relative rights and
preferences of each of the Government Housing Tax-Exempt Fund
series of shares and the Florida Tax-Free Intermediate Term
Fund series of shares shall be those rights and preferences
set forth in Section 4.2 of the Restated Agreement and
Declaration of Trust of Midwest Group Tax Free Trust;
and

FURTHER RESOLVED, that the officers of the Trust be,
and they hereby are, authorized and empowered to take
any and all actions and to execute any and all
documents and instruments, which they or any one of
them in his sole discretion deem necessary, appropriate
or desirable to implement the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned Trustees have executed
one or more counterparts of this instrument on May 25, 1994.

/s/ Gary W. Heldman
-------------------
Gary W. Heldman

/s/ David A. Jones
--------------------
David A. Jones

/s/ James C. Krumme
---------------------
James C. Krumme

/s/ H. Jerome Lerner
----------------------
H. Jerome Lerner

/s/ Robert H. Leshner
---------------------
Robert H. Leshner

----------------------
Oscar P. Robertson

/s/ G. William Rohde
-----------------------
G. William Rohde

/s/ Bruce J. Simpson
-----------------------
Bruce J. Simpson

MANAGEMENT AGREEMENT

TO: MIDWEST GROUP FINANCIAL SERVICES, INC.
312 Walnut Street
Cincinnati, Ohio 45202

Dear Sirs:

Midwest Group Tax Free Trust (hereinafter referred to as the
"Trust") herewith confirms its agreement with you.

The Trust has been organized to engage in the business of an
investment company. The Michigan Tax-Free Money Fund (the
"Fund") has been established as a series of the Trust. You have
been selected to act as the investment adviser of the Fund and to
provide certain other services, as more fully set forth below,
and you are willing to act as such investment adviser and to
perform such services under the terms and conditions hereinafter
set forth. Accordingly, the Trust agrees with you as follows
upon the date of the execution of this Agreement.

1. ADVISORY SERVICES
-----------------

You will regularly provide the Fund with such investment
advice as you in your discretion deem advisable and will furnish
a continuous investment program for the Fund consistent with its
investment objectives and policies. You will determine what
securities shall be purchased for the Fund, what portfolio
securities shall be held or sold by the Fund, and what portion of
the Fund's assets shall be held uninvested, subject always to the
Fund's investment objectives, policies and restrictions, as each
of the same shall be from time to time in effect, and subject
further, to such policies and instructions as the Board of
Trustees (the "Board") of the Trust may from time to time
establish and supply to you copies thereof. You will advise and
assist the officers of the Trust in taking such steps as are
necessary or appropriate to carry out the decisions of the Board
and the appropriate committees of the Board regarding the conduct
of the business of the Trust.

2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------

You will pay the compensation and expenses of any persons
rendering any services to the Fund who are officers, directors,
stockholders or employees of your corporation and will make
available, without expense to the Fund, the services of such of
your employees as may duly be elected officers or trustees of the
Trust, subject to their individual consent to serve and to any
limitations imposed by law.
<PAGE>

Notwithstanding the foregoing, the Fund will pay the
compensation and expenses of the Chief Financial Officer of the
Trust. The compensation and expenses of any officers, trustees
and employees of the Trust who are not officers, directors,
employees or stockholders of your corporation will be paid by the
Fund.

You will pay all advertising and promotion expenses incurred
in connection with the sale or distribution of the Fund's shares
to the extent such expenses are not assumed by the Fund under the
Trust's Plans of Distribution. You will reimburse the Trust's
principal underwriter for any expenses incurred by it in the
performance of its obligations under the Underwriting Agreement
with the Trust.

The Fund will also be responsible for the payment of all
other operating expenses of the Fund, including fees and expenses
incurred by the Fund 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, insurance expenses,
taxes or governmental fees, fees and expenses of the custodian,
transfer, shareholder service and dividend disbursing agent and
accounting and pricing agent of the Fund, expenses including
clerical expenses of issue, sale, redemption or repurchase of
shares of the Fund, the fees and expenses of trustees of the
Trust who are not affiliated with you, the cost of preparing and
distributing reports and notices to shareholders, the cost of
printing or preparing prospectuses for delivery to the Fund's
shareholders, the cost of printing or preparing stock
certificates or any other documents, statements or reports to
shareholders, expenses of shareholders' meetings and proxy
solicitations, 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, or any other expense not specifically described
above incurred in the performance of the Fund's obligations. All
other expenses not assumed by you herein incurred by the Fund in
connection with the organization, registration of shares and
operations of the Fund will be borne by the Fund.

3. COMPENSATION OF THE ADVISER
---------------------------

For all of the services to be rendered and payments made as
provided in this Agreement, the Fund will pay you as of the last
day of each month, a fee equal to the annual rate of:

50/100 of 1% of the average value of the daily net
assets of the Fund up to $100,000,000; 45/100 of 1% of
such assets from $100,000,000 to $200,000,000; 40/100
of 1% of such assets from $200,000,000 to and including
$300,000,000 and 37.5/100 of 1% of such assets in
excess of $300,000,000.

<PAGE>

The total fees payable during each of the first and second
halves of each fiscal year of the Trust shall not exceed the
semiannual total of the daily fee accruals requested by you
during the applicable six month period. The average value of net
assets shall be determined pursuant to the applicable provisions
of the Declaration of Trust of the Trust or a resolution of the
Board, if required. If, pursuant to such provisions, the
determination of net asset value of the Fund is suspended for any
particular business day, then for the purposes of this paragraph,
the value of the net assets of the Fund as last determined shall
be deemed to be the value of the net assets as of the close of
the business day, or as of such other time as the value of the
Fund's net assets may lawfully be determined, on that day. If
the determination of the net asset value of the Fund's shares has
been suspended for a period including such month, your
compensation payable at the end of such month shall be computed
on the basis of the value of the net assets of the Fund as last
determined (whether during or prior to such month).

You agree that your compensation during any fiscal year
shall be reduced by an amount, if any, which the expenses of the
Fund for such fiscal year exceed the lowest applicable expense
limitations applicable to the Fund imposed by state securities
administrators in states where the Fund's shares are qualified
for sale, as such limitations may be lowered or raised from time
to time. The payment of your compensation at the end of any
month will be reduced or postponed or, if necessary, a refund
will be made to the Fund at the end of such month, so that at no
time will there be any accrued but unpaid liability in excess of
the above expense limitation. You shall refund to the Fund at
the close of each year, the amount of any additional reduction of
your compensation pursuant to this paragraph, provided, however,
that you will not be required to pay the Fund an amount greater
than the fee paid to you by the Fund in respect of such year
pursuant to this Agreement. As used in this paragraph "expenses"
shall mean those expenses included in the applicable expense
limitation and "expense limitation" means a limit on the maximum
annual expenses which may be incurred by an investment company or
a series of an investment company determined by multiplying a
fixed percentage by the average or multiplying more than one such
percentage by different specified amounts of the average of the
values of the daily net assets of the investment company or the
series for a fiscal year. The words "lowest expense limitation"
shall be construed to result in the largest reduction of your
compensation for any fiscal year of the Trust.

Your compensation with respect to each additional series of
the Trust effectively registered for sale in a public offering
after the date of this Agreement shall be determined by the
Board, including a majority of the Trustees who are not

<PAGE>

"interested persons" (as defined in the Investment Company Act of
1940) of you or of the Trust, and approved pursuant to the
provisions of Section 15 of the Investment Company Act of 1940.

4. EXECUTION OF PURCHASE AND SALE ORDERS
-------------------------------------

In connection with purchases or sales of portfolio
securities for the account of the Fund, it is understood that you
will arrange for the placing of all orders for the purchase and
sale of portfolio securities for the Fund's accounts with brokers
or dealers selected by you, subject to review of this selection
by the Board from time to time. You will be responsible for the
negotiation and the allocation of principal business and
portfolio brokerage. In the selection of such brokers or dealers
and the placing of such orders, you are directed at all times to
seek for the Fund the best qualitative execution, taking into
account such factors as price (including the applicable brokerage
commission or dealer spread), the execution capability, financial
responsibility and responsiveness of the broker or dealer and the
brokerage and research services provided by the broker or dealer.

You should generally seek favorable prices and commission
rates that are reasonable in relation to the benefits received.
In seeking best qualitative execution, you are authorized to
select brokers or dealers who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Fund and/or the other
accounts over which you exercise investment discretion. You are
authorized to pay a broker or dealer who provides such brokerage
and research services a commission for executing a portfolio
transaction which is in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if you determine in good faith that the amount of the
commission is reasonable in relation to the value of the
brokerage and research services provided by the executing broker
or dealer. The determination may be viewed in terms of either a
particular transaction or your overall responsibilities with
respect to the Fund and to accounts over which you exercise
investment discretion. The Trust and you understand that,
although the information may be useful to the Trust and you, it
is not possible to place a dollar value on such information. The
Board shall periodically review the commissions paid by the Fund
to determine if the commissions paid over representative periods
of time were reasonable in relation to the benefits to the Fund.

Consistent with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc., and subject to seeking
best qualitative execution, you 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.
<PAGE>

If any occasion should arise in which you give any advice to
clients of yours concerning the shares of the Fund, you will act
solely as investment counsel for such client and not in any way
on behalf of the Trust. Your services to the Fund pursuant to
this Agreement are not to be deemed to be exclusive and it is
understood that you may render investment advice, management and
other services to others.

5. LIMITATION OF LIABILITY OF ADVISER
----------------------------------

You (including your directors, officers, shareholders,
employees, control persons and affiliates of any thereof) shall
not be liable for any error of judgment or mistake of law or for
any loss suffered by the Fund in connection with the matters to
which this Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on your part
in the performance of your duties or from the reckless disregard
by you of your obligations and duties under this Agreement
("disabling conduct"). However, you will not be indemnified for
any liability unless (1) a final decision is made on the merits
by a court or other body before whom the proceeding was brought
that you were not liable by reason of disabling conduct, or (2)
in the absence of such a decision, a reasonable determination is
made, based upon a review of the facts, that you were not liable
by reason of disabling conduct, by (a) the vote of a majority of
a quorum of trustees who are neither "interested persons" of the
Trust as defined in the Investment Company Act of 1940 nor
parties to the proceeding ("disinterested, non-party trustees"),
or (b) an independent legal counsel in a written opinion. The
Fund will advance attorneys' fees or other expenses incurred by
you in defending a proceeding, upon the undertaking by or on
behalf of you to repay the advance unless it is ultimately
determined that you are entitled to indemnification, so long as
you meet at least one of the following as a condition to the
advance: (1) you shall provide a security for your undertaking,
(2) the Fund shall be insured against losses arising by reason of
any lawful advances, or (3) a majority of a quorum of the
disinterested, non-party trustees of the Trust, or an independent
legal counsel in a written opinion, shall determine, based on a
review of readily available facts (as opposed to a full trial-
type inquiry), that there is reason to believe that you
ultimately will be found entitled to indemnification. Any person
employed by you who may also be or become an employee of the
Trust shall be deemed, when acting within the scope of his
employment by the Trust, to be acting in such employment solely
for the Trust and not as your employee or agent.

6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------

This Agreement shall remain in force until January 30, 1998
and from year to year thereafter, subject to annual approval by
(i) the Board of the Trust or (ii) a vote of a majority (as

<PAGE>

defined in the Investment Company Act of 1940) of the outstanding
voting securities of the Fund, provided that in either event
continuance is also approved by a majority of the trustees who
are not interested persons of you or of the Trust, by a vote cast
in person at a meeting called for the purpose of voting such
approval.

If the shareholders of the Fund fail to approve the
Agreement in the manner set forth above, upon approval of the
Board, you may continue to serve or act in such capacity for the
Fund for the period of time (not exceeding one hundred and twenty
days after the termination of the Agreement) pending required
approval of the Agreement, of a new agreement with you or a
different adviser or other definitive action; provided that the
compensation to be paid by the Fund to you will be equal to the
lesser of your actual costs incurred in furnishing investment
advisory services to the Fund or the amount you would have
received under this Agreement.

This Agreement may, on sixty days' written notice, be
terminated at any time without the payment of any penalty, by the
Board, by a vote of a majority of the outstanding voting
securities of the Fund or by you. This Agreement shall
automatically terminate in the event of its assignment.

7. USE OF NAME
-----------

It is expressly understood that you may use the name
"Midwest..." and "Midwest Group" or any derivation thereof in
connection with another business enterprise, including any
registered investment company with which you are, or may become
associated, so long as such use is permitted under the Investment
Company Act of 1940 and other applicable law.

8. AMENDMENT OF THIS AGREEMENT
---------------------------

No provision of this Agreement may be changed, waived,
discharged or terminated orally, and no amendment of this
Agreement shall be effective until approved by vote of the
holders of a majority of the outstanding voting securities of the
Fund and by the Board, including a majority of the trustees who
are not interested persons of you or of the Trust, cast in person
at a meeting called for the purpose of voting on such approval.

9. LIMITATION OF LIABILITY
-----------------------

The term "Midwest Group Tax Free Trust" means and refers to
the trustees from time to time serving under the Trust's
Declaration of Trust as the same may subsequently thereto have
been, or subsequently hereto be, amended. It is expressly agreed

<PAGE>

that the obligations of the Fund hereunder shall not be binding
upon any of the trustees, shareholders, nominees, officers,
agents or employees of the Trust, personally, but bind only the
trust property of the Fund, as provided in the Declaration of
Trust of the Trust. The execution and delivery of this Agreement
have been authorized by the trustees of the Trust and the
shareholders of the Fund and signed by the officers of the Trust,
acting as such, and neither such authorization by such trustees
and shareholders nor such execution and delivery by such officers
shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind
only the trust property of the Fund as provided in the Trust's
Declaration of Trust.

10. MISCELLANEOUS
-------------

The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
Agreement.

If you are in agreement with the foregoing, please sign the
form of acceptance on the accompanying counterpart of this letter
and return such counterpart to the Trust, whereupon this letter
shall become a binding contract upon the date thereof.

Yours very truly,

ATTEST: MIDWEST GROUP TAX FREE TRUST

________________________________ By:___________________________

Dated: July 1, 1996

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST: MIDWEST GROUP FINANCIAL SERVICES, INC.

_________________________ By:___________________________________

Dated: July 1, 1996

CUSTODY AGREEMENT
-----------------

This AGREEMENT, dated as of April 16, 1996, by and between
MIDWEST GROUP TAX FREE TRUST (the "Trust"), a business trust
organized under the laws of The Commonwealth of Massachusetts,
acting with respect to the ROYAL PALM FLORIDA TAX-FREE MONEY FUND
and the MICHIGAN TAX-FREE MONEY FUND (individually, a "Fund" and,
collectively, the "Funds"), each of them a series of the Trust
and each of them operated and administered by the Trust, and THE
HUNTINGTON TRUST COMPANY, N.A., a national banking association
(the "Custodian").

W I T N E S S E T H:
--------------------
WHEREAS, the Trust desires that the Funds' Securities and
cash be held and administered by the Custodian pursuant to this
Agreement; and

WHEREAS, the Trust is an open-end management investment
company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"); and

WHEREAS, the Custodian represents that it is a bank having
the qualifications prescribed in Section 26(a)(i) of the 1940
Act;

NOW, THEREFORE, in consideration of the mutual agreements
herein made, the Trust and the Custodian hereby agree as follows:

ARTICLE I
---------
DEFINITIONS
-----------

Whenever used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the
following meanings:

1.1 "Authorized Person" means any Officer or other person
duly authorized by resolution of the Board of Trustees to give
Oral Instructions and Written Instructions on behalf of the Funds
and named in Exhibit A hereto or in such resolutions of the Board
of Trustees, certified by an Officer, as may be received by the
Custodian from time to time.

1.2 "Board of Trustees" shall mean the Trustees from time
to time serving under the Trust's Agreement and Declaration of
Trust, as from time to time amended.

1.3 "Book-Entry System" shall mean a federal book-entry
system as provided in Subpart O of Treasury Circular No. 300, 31
CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry
regulations of federal agencies as are substantially in the form
of such Subpart O.

1.4 "Business Day" shall mean any day recognized as a
settlement day by The New York Stock Exchange, Inc. and any other
day for which the Trust computes the net asset value of Shares of
any Fund.

1.5 "NASD" shall mean The National Association of
Securities Dealers, Inc.
<PAGE>

1.6 "Officer" shall mean the President, any Vice President,
the Secretary, any Assistant Secretary, the Treasurer, or any
Assistant Treasurer of the Trust.

1.7 "Oral Instructions" shall mean instructions orally
transmitted to and accepted by the Custodian because such
instructions are: (i) reasonably believed by the Custodian to
have been given by an Authorized Person, (ii) recorded and kept
among the records of the Custodian made in the ordinary course of
business and (iii) orally confirmed by the Custodian. The Trust
shall cause all Oral Instructions to be confirmed by Written
Instructions prior to the end of the next Business Day. If such
Written Instructions confirming Oral Instructions are not
received by the Custodian prior to a transaction, it shall in no
way affect the validity of the transaction or the authorization
thereof by the Trust. If Oral Instructions vary from the Written
Instructions which purport to confirm them, the Custodian shall
notify the Trust of such variance but such Oral Instructions will
govern unless the Custodian has not yet acted.

1.8 "Fund Custody Account" shall mean any of the accounts
in the name of the Trust, which are provided for in Section 3.2
below.

1.9 "Proper Instructions" shall mean Oral Instructions or
Written Instructions. Proper Instructions may be continuing
Written Instructions when deemed appropriate by both parties.

1.10 "Securities Depository" shall mean The Depository Trust
Company and (provided that Custodian shall have received a copy
of a resolution of the Board of Trustees, certified by an
Officer, specifically approving the use of such clearing agency
as a depository for the Funds) any other clearing agency
registered with the Securities and Exchange Commission under
Section 17A of the Securities and Exchange Act of 1934 as amended
(the "1934 Act"), which acts as a system for the central handling
of Securities where all Securities of any particular class or
series of an issuer deposited within the system are treated as
fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of the Securities.

1.11 "Securities" shall include, without limitation, common
and preferred stocks, bonds, call options, put options,
debentures, notes, bank certificates of deposit, bankers'
acceptances, mortgage-backed securities or other obligations, and
any certificates, receipts, warrants or other instruments or
documents representing rights to receive, purchase or subscribe
for the same, or evidencing or representing any other rights or
interests therein, or any similar property or assets that the
Custodian has the facilities to clear and to service.

1.12 "Shares" shall mean, with respect to a Fund, the units
of beneficial interest issued by the Trust on account of such
Fund.
<PAGE>

1.13 "Written Instructions" shall mean (i) written
communications actually received by the Custodian and signed by
two Authorized Persons, or (ii) communications by telex or any
other such system from two persons reasonably believed by the
Custodian to be Authorized Persons, or (iii) communications
between electro-mechanical or electronic devices provided that
the use of such devices and the procedures for the use thereof
shall have been approved by resolutions of the Board of Trustees,
a copy of which, certified by an Officer, shall have been
delivered to the Custodian.

ARTICLE II
----------

APPOINTMENT OF CUSTODIAN
------------------------

2.1 Appointment. The Trust hereby constitutes and
appoints the Custodian as custodian of all Securities and cash
owned by or in the possession of the Trust at any time during the
period of this Agreement.

2.2 Acceptance. The Custodian hereby accepts appointment
as such custodian and agrees to perform the duties thereof as
hereinafter set forth.

ARTICLE III
-----------

CUSTODY OF CASH AND SECURITIES
------------------------------

3.1 Segregation. All Securities and non-cash property held
by the Custodian for the account of a Fund (other than Securities
maintained in a Securities Depository or Book-Entry System) shall
be physically segregated from other Securities and non-cash
property in the possession of the Custodian (including the
Securities and non-cash property of the other Funds) and shall be
identified as subject to this Agreement.

3.2 Fund Custody Accounts. As to each Fund, the Custodian
shall open and maintain in its trust department a custody account
in the name of the Trust coupled with the name of such Fund,
subject only to draft or order of the Custodian, in which the
Custodian shall enter and carry all Securities, cash and other
assets of such Fund which are delivered to it.

3.3 Appointment of Agents. (a) In its discretion, the
Custodian may appoint, and at any time remove, any domestic bank
or trust company, which has been approved by the Board of
Trustees and is qualified to act as a custodian under the 1940
Act, as primary sub-custodian to hold Securities and cash of the
Funds and to carry out such other provisions of this Agreement as
it may determine, and may also open and maintain one or more
banking accounts with such a bank or trust company (any such
accounts to be in the name of the Custodian and subject only to
its draft or order), provided, however, that the appointment of
any such agent or opening and maintenance of any such accounts
shall be at the Custodian's expense and shall not relieve the
Custodian of any of its obligations or liabilities under this
Agreement.
<PAGE>

(b) Upon receipt of Written Instructions to do so,
Custodian shall appoint as a non-primary sub-custodian such
domestic bank or trust company as is named therein, provided that
such bank or trust company is qualified to act as a custodian
under the 1940 Act and provided that the appointment of any such
agent or opening and maintenance of any such accounts shall be at
the Funds' expense. The Funds shall reimburse the Custodian for
all costs incurred by the Custodian in connection with any such
accounts.

3.4 Delivery of Assets to Custodian. The Trust shall
deliver, or cause to be delivered, to the Custodian all of the
Funds' Securities, cash and other assets, including (a) all
payments of income, payments or principal and capital
distributions received by the Funds with respect to such
Securities, cash or other assets owned by the Funds at any time
during the period of this Agreement, and (b) all cash received by
the Funds for the issuance, at any time during such period, of
Shares. The Custodian shall not be responsible for such
Securities, cash or other assets until actually received by it.

3.5 Securities Depositories and Book-Entry Systems. The
Custodian may deposit and/or maintain Securities of the Funds in
a Securities Depository or in a Book-Entry System, subject to the
following provisions:

(a) Prior to a deposit of Securities of the Funds in any
Securities Depository or Book-Entry System, the Trust
shall deliver to the Custodian a resolution of the
Board of Trustees, certified by an Officer, authorizing
and instructing the Custodian on an on-going basis to
deposit in such Securities Depository or Book-Entry
System all Securities eligible for deposit therein and
to make use of such Securities Depository or Book-Entry
System to the extent possible and practical in
connection with its performance hereunder, including,
without limitation, in connection with settlements of
purchases and sales of Securities, loans of Securities,
and deliveries and returns of collateral consisting of
Securities. So long as such Securities Depository or
Book-Entry System shall continue to be employed for the
deposit of Securities of the Funds, the Trust shall
annually re-adopt such resolution and deliver a copy
thereof, certified by an Officer, to the Custodian.

(b) Securities of the Funds kept in a Book-Entry System or
Securities Depository shall be kept in an account
("Depository Account") of the Custodian in such Book-
Entry System or Securities Depository which includes
only assets held by the Custodian as a fiduciary,
custodian or otherwise for customers.

(c) The records of the Custodian with respect to Securities
of a Fund maintained in a Book-Entry System or
Securities Depository shall, by book-entry, identify
such Securities as belonging to such Fund.
<PAGE>

(d) If Securities purchased by a Fund are to be held in a
Book-Entry System or Securities Depository, the
Custodian shall pay for such Securities upon (i)
receipt of advice from the Book-Entry System or
Securities Depository that such Securities have been
transferred to the Depository Account, and (ii) the
making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of
such Fund. If Securities sold by a Fund are held in a
Book-Entry System or Securities Depository, the
Custodian shall transfer such Securities upon (i)
receipt of advice from the Book-Entry System or
Securities Depository that payment for such Securities
has been transferred to the Depository Account, and
(ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the
account of such Fund.

(e) The Custodian shall provide the Trust with copies of
any report (obtained by the Custodian from a Book-Entry
System of Securities Depository in which Securities of
the Funds are kept) on the internal accounting controls
and procedures for safeguarding Securities deposited in
such Book-Entry System or Securities Depository.

(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the
Trust for any loss or damage to a Fund resulting (i)
from the use of a Book-Entry System or Securities
Depository by reason of any negligence or willful
misconduct on the part of Custodian or any sub-
custodian appointed pursuant to Section 3.3 above or
any of its or their employees, or (ii) from failure of
Custodian or any such sub-custodian to enforce
effectively such rights as it may have against a Book-
Entry System or Securities Depository. At its
election, the Trust shall be subrogated to the rights
of the Custodian with respect to any claim against a
Book-Entry System or Securities Depository or any other
person from any loss or damage to the Funds arising
from the use of such Book-Entry System or Securities
Depository, if and to the extent that the Funds have
not been made whole for any such loss or damage.

3.6 Disbursement of Moneys from Fund Custody Accounts.
Upon receipt of Proper Instructions, the Custodian shall disburse
moneys from a Fund Custody account but only in the following
cases:

(a) For the purchase of Securities for the Fund but only in
accordance with Section 4.1 of this Agreement and only
(i) in the case of Securities (other than options on
Securities, futures contracts and options on futures
contracts), against the delivery to the Custodian (or

<PAGE>

any sub-custodian appointed pursuant to Section 3.3
above) of such Securities registered as provided in
Section 3.9 below or in proper form for transfer, or if
the purchase of such Securities is effected through a
Book-Entry System or Securities Depository, in
accordance with the conditions set forth in Section 3.5
above; (ii) in the case of options on Securities,
against delivery to the Custodian (or such sub-
custodian) of such receipts as are required by the
customs prevailing among dealers in such options; (iii)
in the case of futures contracts and options on futures
contracts, against delivery to the Custodian (or such
sub-custodian) of evidence of title thereto in favor of
the Fund or any nominee referred to in Section 3.9
below; and (iv) in the case of repurchase or reverse
repurchase agreements entered into between the Trust
and a bank which is a member of the Federal Reserve
System or between the Trust and a primary dealer in
U.S. Government securities, against delivery of the
purchased Securities either in certificate form or
through an entry crediting the Custodian's account at a
Book-Entry System or Securities Depository with such
Securities;

(b) In connection with the conversion, exchange or
surrender, as set forth in Section 3.7(f) below, of
Securities owned by the Fund;

(d) In payment of the redemption price of Shares as
provided in Section 5.1 below;

(e) For the payment of any expense or liability incurred by
the Fund, including but not limited to the following
payments for the account of the Fund: interest; taxes;
administration, investment advisory, accounting,
auditing, transfer agent, custodian, trustee and legal
fees; and other operating expenses of the Fund; in all
cases, whether or not such expenses are to be in whole
or in part capitalized or treated as deferred expenses;

(f) For transfer in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-
dealer registered under the 1934 Act and a member of
the NASD, relating to compliance with rules of The
Options Clearing Corporation and of any registered
national securities exchange (or of any similar
organization or organizations) regarding escrow or
other arrangements in connection with transactions by
the Fund;
<PAGE>

(g) For transfer in accordance with the provision of any
agreement among the Trust, the Custodian, and a futures
commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission and/or any
contract market (or any similar organization or
organizations) regarding account deposits in connection
with transactions by the Fund;

(h) For the funding of any uncertificated time deposit or
other interest-bearing account with any banking
institution (including the Custodian), which deposit or
account has a term of one year or less; and

(i) For any other proper purpose, but only upon receipt, in
addition to Proper Instructions, of a copy of a
resolution of the Board of Trustees, certified by an
Officer, specifying the amount and purpose of such
payment, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to
whom such payment is to be made.

3.7 Delivery of Securities from Fund Custody Accounts.
Upon receipt of Proper Instructions, the Custodian shall release
and deliver Securities from a Fund Custody Account but only in
the following cases:

(a) Upon the sale of Securities for the account of the Fund
but only against receipt of payment therefor in cash,
by certified or cashiers check or bank credit;

(b) In the case of a sale effected through a Book-Entry
System or Securities Depository, in accordance with the
provisions of Section 3.5 above;

(c) To an offeror's depository agent in connection with
tender or other similar offers for Securities of the
Fund; provided that, in any such case, the cash or
other consideration is to be delivered to the
Custodian;

(d) To the issuer thereof or its agent (i) for transfer
into the name of the Fund, the Custodian or any sub-
custodian appointed pursuant to Section 3.3 above, or
of any nominee or nominees of any of the foregoing, or
(ii) for exchange for a different number of
certificates or other evidence representing the same
aggregate face amount or number of units; provided
that, in any such case, the new Securities are to be
delivered to the Custodian;

(e) To the broker selling Securities, for examination in
accordance with the "street delivery" custom;

(f) For exchange or conversion pursuant to any plan or
merger, consolidation, recapitalization, reorganization
or readjustment of the issuer of such Securities, or

<PAGE>

pursuant to provisions for conversion contained in such
Securities, or pursuant to any deposit agreement,
including surrender or receipt of underlying Securities
in connection with the issuance or cancellation of
depository receipts; provided that, in any such case,
the new Securities and cash, if any, are to be
delivered to the Custodian;

(g) Upon receipt of payment therefor pursuant to any
repurchase or reverse repurchase agreement entered into
by the Fund;

(h) In the case of warrants, rights or similar Securities,
upon the exercise thereof, provided that, in any such
case, the new Securities and cash, if any, are to be
delivered to the Custodian;

(i) For delivery in connection with any loans of Securities
of the Fund, but only against receipt of such
collateral as the Trust shall have specified to the
Custodian in Proper Instructions;

(j) For delivery as security in connection with any
borrowings by the Fund requiring a pledge of assets by
the Trust, but only against receipt by the Custodian of
the amounts borrowed;

(k) Pursuant to any authorized plan of liquidation,
reorganization, merger, consolidation or
recapitalization of the Trust;

(l) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian and a broker-
dealer registered under the 1934 Act and a member of
the NASD, relating to compliance with the rules of The
Options Clearing Corporation and of any registered
national securities exchange (or of any similar
organization or organizations) regarding escrow or
other arrangements in connection with transactions by
the Fund;

(m) For delivery in accordance with the provisions of any
agreement among the Trust, the Custodian, and a futures
commission merchant registered under the Commodity
Exchange Act, relating to compliance with the rules of
the Commodity Futures Trading Commission and/or any
contract market (or any similar organization or
organizations) regarding account deposits in connection
with transactions by the Fund; or

(n) For any other proper corporate purpose, but only upon
receipt, in addition to Proper Instructions, of a copy
of a resolution of the Board of Trustees, certified by
an Officer, specifying the Securities to be delivered,
setting forth the purpose for which such delivery is to
be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to
whom delivery of such Securities shall be made.
<PAGE>

3.8 Actions Not Requiring Proper Instructions. Unless
otherwise instructed by the Trust, the Custodian shall with
respect to all Securities held for a Fund:

(a) Subject to Section 7.4 below, collect on a timely basis
all income and other payments to which the Fund is
entitled either by law or pursuant to custom in the
securities business;

(b) Present for payment and, subject to Section 7.4 below,
collect on a timely basis the amount payable upon all
Securities which may mature or be called, redeemed, or
retired, or otherwise become payable;

(d) Surrender interim receipts or Securities in temporary
form for Securities in definitive form;

(e) Execute, as custodian, any necessary declarations or
certificates of ownership under the federal income tax
laws or the laws or regulations of any other taxing
authority now or hereafter in effect, and prepare and
submit reports to the Internal Revenue Service ("IRS")
and to the Trust at such time, in such manner and
containing such information as is prescribed by the
IRS;

(f) Hold for the Fund, either directly or, with respect to
Securities held therein, through a Book-Entry System or
Securities Depository, all rights and similar
securities issued with respect to Securities of the
Fund; and

(g) In general, and except as otherwise directed in Proper
Instructions, attend to all non-discretionary details
in connection with the sale, exchange, substitution,
purchase, transfer and other dealings with Securites
and assets of the Fund.

3.9 Registration and Transfer of Securities. All
Securities held for a Fund that are issued or issuable only in
bearer form shall be held by the Custodian in that form, provided
that any such Securities shall be held in a Book-Entry System if
eligible therefor. All other Securities held for a Fund may be
registered in the name of such Fund, the Custodian, or any sub-
custodian appointed pursuant to Section 3.3 above, or in the name
of any nominee of any of them, or in the name of a Book-Entry
System, Securities Depository or any nominee of either thereof.
The Trust shall furnish to the Custodian appropriate instruments
to enable the Custodian to hold or deliver in proper form for
transfer, or to register in the name of any of the nominees
hereinabove referred to or in the name of a Book-Entry System or
Securities Depository, any Securities registered in the name of a
Fund.

3.10 Records. (a) The Custodian shall maintain, by Fund,
complete and accurate records with respect to Securities, cash or

<PAGE>

other property held for the Funds, including (i) journals or
other records of original entry containing an itemized daily
record in detail of all receipts and deliveries of Securities and
all receipts and disbursements of cash; (ii) ledgers (or other
records) reflecting (A) Securities in transfer, (B) Securities in
physical possession, (C) monies and Securities borrowed and
monies and Securities loaned (together with a record of the
collateral therefor and substitutions of such collateral), (D)
dividends and interest received, and (E) dividends receivable and
interest accrued; and (iii) canceled checks and bank records
related thereto. The Custodian shall keep such other books and
records of the Funds as the Trust shall reasonably request, or as
may be required by the 1940 Act, including, but not limited to,
Section 31 of the 1940 Act and Rule 31a-2 promulgated thereunder.

(b) All such books and records maintained by the Custodian
shall (i) be maintained in a form acceptable to the Trust and in
compliance with rules and regulations of the Securities and
Exchange Commission, (ii) be the property of the Trust and at all
times during the regular business hours of the Custodian be made
available upon request for inspection by duly authorized
officers, employees or agents of the Trust and employees or
agents of the Securities and Exchange Commission, and (iii) if
required to be maintained by Rule 31a-1 under the 1940 Act, be
preserved for the periods prescribed in Rule 31a-2 under the 1940
Act.

3.11 Fund Reports by Custodian. The Custodian shall
furnish the Trust with a daily activity statement by Fund and a
summary of all transfers to or from each Fund Custody Account on
the day following such transfers. At least monthly and from time
to time, the Custodian shall furnish the Trust with a detailed
statement, by Fund, of the Securities and moneys held for the
Funds under this Agreement.

3.12 Other Reports by Custodian. The Custodian shall
provide the Trust with such reports, as the Trust may reasonably
request from time to time, on the internal accounting controls
and procedures for safeguarding Securities, which are employed by
the Custodian or any sub-custodian appointed pursuant to Section
3.3 above.

3.13 Proxies and Other Materials. The Custodian shall
cause all proxies relating to Securities which are not registered
in the name of a Fund, to be promptly executed by the registered
holder of such Securities, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver to
the Trust such proxies, all proxy soliciting materials and all
notices relating to such Securities.

3.14 Information on Corporate Actions. The Custodian shall
promptly transmit to the Trust all written information received
by the Custodian from issuers of Securities being held for the

<PAGE>

Funds or from agents of such issuers. The Custodian shall also
promptly notify the Trust of corporate actions, limited to those
Securities registered in nominee name and to those Securities
held at a Securities Depository or sub-custodian acting as agent
for the Custodian, if the notice of such corporate actions is
published by the Financial Daily Card Service, J. J. Kenny Called
Bond Service or Depository Trust Company. With respect to tender
or exchange offers, the Custodian shall promptly transmit to the
Trust all written information received by the Custodian from
issuers of the Securities whose tender or exchange is sought and
from the party (or its agents) making the tender or exchange
offer. If the Trust desires to take action with respect to any
tender offer, exchange offer or other similar transaction, the
Trust shall notify the Custodian at least five Business Days
prior to the date on which the Custodian is to take such action.
The Trust will provide or cause to be provided to the Custodian
all relevant information for any Security which has unique
put/option provisions at least five Business Days prior to the
beginning date of the tender period.

ARTICLE IV
----------

PURCHASE AND SALE OF INVESTMENTS OF THE FUNDS
---------------------------------------------

4.1 Purchase of Securities. Promptly upon each purchase of
Securities for a Fund, Written Instructions shall be delivered to
the Custodian, specifying (a) the Fund for which the purchase was
made, (b) the name of the issuer or writer of such Securities,
and the title or other description thereof, (c) the number of
shares, principal amount (and accrued interest, if any) or other
units purchased, (d) the date of purchase and settlement, (e) the
purchase price per unit, (f) the total amount payable upon such
purchase, and (g) the name of the person to whom such amount is
payable. The Custodian shall upon receipt of such Securities
purchased by a Fund pay out of the moneys held for the account of
such Fund the total amount specified in such Written Instructions
to the person named therein. The Custodian shall not be under
any obligation to pay out moneys to cover the cost of a purchase
of Securities for a Fund, if in the relevant Fund Custody Account
there is insufficient cash available to the Fund for which such
purchase was made.

4.2 Liability for Payment in Advance of Receipt of
Securities Purchased. In any and every case where payment for
the purchase of Securities for a Fund is made by the Custodian in
advance of receipt of the Securities purchased but in the absence
of specified Written Instructions to so pay in advance, the
Custodian shall be liable to the Fund for such Securities to the
same extent as if the Securities had been received by the
Custodian.

4.3 Sale of Securities. Promptly upon each sale of
Securities by a Fund, Written Instructions shall be delivered to
the Custodian, specifying (a) the Fund for which the sale was
made, (b) the name of the issuer or writer of such Securities,
and the title or other description thereof, (c) the number of

<PAGE>

shares, principal amount (and accrued interest, if any), or other
units sold, (d) the date of sale and settlement, (e) the sale
price per unit, (f) the total amount payable upon such sale, and
(g) the person to whom such Securities are to be delivered. Upon
receipt of the total amount payable to the Fund as specified in
such Written Instructions, the Custodian shall deliver such
Securities to the person specified in such Written Instructions.
Subject to the foregoing, the Custodian may accept payment in
such form as shall be satisfactory to it, and may deliver
Securities and arrange for payment in accordance with the customs
prevailing among dealers in Securities.

4.4 Delivery of Securities Sold. Notwithstanding Section
4.3 above or any other provision of this Agreement, the
Custodian, when instructed to deliver Securities against payment,
shall be entitled, if in accordance with generally accepted
market practice, to deliver such Securities prior to actual
receipt of final payment therefor. In any such case, the Fund
for which such Securities were delivered shall bear the risk that
final payment for such Securities may not be made or that such
Securities may be returned or otherwise held or disposed of by or
through the person to whom they were delivered, and the Custodian
shall have no liability for any for the foregoing.

4.5 Payment for Securities Sold, etc. In its sole
discretion and from time to time, the Custodian may credit the
relevant Fund Custody Account, prior to actual receipt of final
payment thereof, with (i) proceeds from the sale of Securities
which it has been instructed to deliver against payment, (ii)
proceeds from the redemption of Securities or other assets of the
Fund, and (iii) income from cash, Securities or other assets of
the Fund. Any such credit shall be conditional upon actual
receipt by Custodian of final payment and may be reversed if
final payment is not actually received in full. The Custodian
may, in its sole discretion and from time to time, permit a Fund
to use funds so credited to its Fund Custody Account in
anticipation of actual receipt of final payment. Any such funds
shall be repayable immediately upon demand made by the Custodian
at any time prior to the actual receipt of all final payments in
anticipation of which funds were credited to the Fund Custody
Account.

4.6 Advances by Custodian for Settlement. The Custodian
may, in its sole discretion and from time to time, advance funds
to the Trust to facilitate the settlement of a Fund's
transactions in its Fund Custody Account. Any such advance shall
be repayable immediately upon demand made by Custodian.

ARTICLE V
---------

REDEMPTION OF FUND SHARES
-------------------------
5.1 Transfer of Funds. From such funds as may be available
for the purpose in the relevant Fund Custody Account, and upon
receipt of Proper Instructions specifying that the funds are

<PAGE>

required to redeem Shares of a Fund, the Custodian shall wire
each amount specified in such Proper Instructions to or through
such bank as the Trust may designate with respect to such amount
in such Proper Instructions.

5.2 No Duty Regarding Paying Banks. The Custodian shall
not be under any obligation to effect payment or distribution by
any bank designated in Proper Instructions given pursuant to
Section 5.1 above of any amount paid by the Custodian to such
bank in accordance with such Proper Instructions.

ARTICLE VI
----------

SEGREGATED ACCOUNTS
-------------------

Upon receipt of Proper Instructions, the Custodian shall
establish and maintain a segregated account or accounts for and
on behalf of a Fund, into which account or accounts may be
transferred cash and/or Securities, including Securities
maintained in a Depository Account,

(a) in accordance with the provisions of any agreement
among the Trust, the Custodian and a broker-dealer
registered under the 1934 Act and a member of the NASD
(or any futures commission merchant registered under
the Commodity Exchange Act), relating to compliance
with the rules of The Options Clearing Corporation and
of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered
contract market), or of any similar organization or
organizations, regarding escrow or other arrangements
in connection with transactions by the Fund,

(b) for purposes of segregating cash or Securities in
connection with securities options purchased or written
by the Fund or in connection with financial futures
contracts (or options thereon) purchased or sold by the
Fund,

(d) for purposes of compliance by the Fund with
requirements under the 1940 Act for the maintenance of
segregated accounts by registered investment companies
in connection with reverse repurchase agreements and
when-issued, delayed delivery and firm commitment
transactions, and

(e) for other proper corporate purposes, but only upon
receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of
Trustees, certified by an Officer, setting forth the
purpose or purposes of such segregated account and
declaring such purposes to be proper corporate
purposes.

Each segregated account established under this Article VI
shall be established and maintained for a single Fund only. All

<PAGE>

Proper Instructions relating to a segregated account shall
specify the Fund involved.

ARTICLE VII
-----------

CONCERNING THE CUSTODIAN
------------------------

7.1 Standard of Care. The Custodian shall be held to the
exercise of reasonable care in carrying out its obligations under
this Agreement, and shall be without liability to the Trust or
either Fund for any loss, damage, cost, expense (including
attorneys' fees and disbursements), liability or claim unless
such loss, damage, cost, expense, liability or claim arises from
negligence, bad faith or willful misconduct on its part or on the
part of any sub-custodian appointed pursuant to Section 3.3
above. The Custodian shall be entitled to rely on and may act
upon advice of counsel on all matters, and shall be without
liability for any action reasonably taken or omitted pursuant to
such advice. The Custodian shall promptly notify the Trust of
any action taken or omitted by the Custodian pursuant to advice
of counsel. The Custodian shall not be under any obligation at
any time to ascertain whether the Trust or a Fund is in
compliance with the 1940 Act, the regulations thereunder, the
provisions of the Trust's charter documents or by-laws, or its
investment objectives and policies as then in effect.

7.2 Actual Collection Required. The Custodian shall not be
liable for, or considered to be the custodian of, any cash
belonging to a Fund or any money represented by a check, draft or
other instrument for the payment of money, until the Custodian or
its agents actually receive such cash or collect on such
instrument.

7.3 No Responsibility for Title, etc. So long as and to
the extent that it is in the exercise of reasonable care, the
Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received
or delivered by it pursuant to this Agreement.

7.4 Limitation on Duty to Collect. Custodian shall not be
required to enforce collection, by legal means or otherwise, of
any money or property due and payable with respect to Securities
held for a Fund if such Securities are in default or payment is
not made after due demand or presentation.

7.5 Reliance Upon Documents and Instructions. The
Custodian shall be entitled to rely upon any certificate, notice
or other instrument in writing received by it and reasonably
believed by it to be genuine. The Custodian shall be entitled to
rely upon any Oral Instructions and any Written Instructions
actually received by it pursuant to this Agreement.

7.6 Express Duties Only. The Custodian shall have no
duties or obligations whatsoever except such duties and
obligations as are specifically set forth in this Agreement, and
no covenant or obligation shall be implied in this Agreement
against the Custodian.
<PAGE>

7.7 Co-operation. The Custodian shall cooperate with and
supply necessary information, by Fund, to the entity or entities
appointed by the Trust to keep the books of account of the Funds
and/or compute the value of the assets of the Funds. The
Custodian shall take all such reasonable actions as the Trust may
from time to time request to enable the Trust to obtain, from
year to year, favorable opinions from the Trust's independent
accountants with respect to the Custodian's activities hereunder
in connection with (a) the preparation of the Trust's reports on
Form N-1A and Form N-SAR and any other reports required by the
Securities and Exchange Commission, and (b) the fulfillment by
the Trust of any other requirements of the Securities and
Exchange Commission.

ARTICLE VIII
------------

INDEMNIFICATION
---------------

8.1 Indemnification. The Trust shall indemnify and hold
harmless the Custodian and any sub-custodian appointed pursuant
to Section 3.3 above, and any nominee of the Custodian or of such
sub-custodian, from and against any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability
(including, without limitation, liability arising under the
Securities Act of 1933, the 1934 Act, the 1940 Act, and any state
or foreign securities and/or banking laws) or claim arising
directly or indirectly (a) from the fact that Securities are
registered in the name of any such nominee, or (b) from any
action or inaction by the Custodian or such sub-custodian (i) at
the request or direction of or in reliance on the advice of the
Trust, or (ii) upon Proper Instructions, or (c) generally, from
the performance of its obligations under this Agreement or any
sub-custody agreement with a sub-custodian appointed pursuant to
Section 3.3 above, provided that neither the Custodian nor any
such sub-custodian shall be indemnified and held harmless from
and against any such loss, damage, cost, expense, liability or
claim arising from the Custodian's or such sub-custodian's
negligence, bad faith or willful misconduct.

8.2 Indemnity to be Provided. If the Trust requests the
Custodian to take any action with respect to Securities, which
may, in the opinion of the Custodian, result in the Custodian or
its nominee becoming liable for the payment of money or incurring
liability of some other form, the Custodian shall not be required
to take such action until the Trust shall have provided indemnity
therefor to the Custodian in an amount and form satisfactory to
the Custodian.

8.3 Security. If the Custodian advances cash or Securities
to a Fund for any purpose, either at the Trust's request or as
otherwise contemplated in this Agreement, or in the event that
the Custodian or its nominee incurs, in connection with its
performance under this Agreement, any loss, damage, cost, expense
(including attorneys' fees and disbursements), liability or claim

<PAGE>

(except such as may arise from its or its nominee's negligence,
bad faith or willful misconduct), then, in any such event, any
property at any time held for the account of such Fund shall be
security therefor, and should such Fund fail promptly to repay or
indemnify the Custodian, the Custodian shall be entitled to
utilize available cash of such Fund and to dispose of other
assets of such Fund to the extent necessary to obtain
reimbursement or indemnification.

ARTICLE IX
----------
FORCE MAJEURE
-------------
Neither the Custodian nor the Trust shall be liable for any
failure or delay in performance of its obligations under this
Agreement arising out of or caused, directly or indirectly, by
circumstances beyond its reasonable control, including, without
limitation, acts of God; earthquakes; fires; floods; wars; civil
or military disturbances; sabotage; strikes; epidemics; riots;
power failures; computer failure and any such circumstances
beyond its reasonable control as may cause interruption, loss or
malfunction of utility, transportation, computer (hardware or
software) or telephone communication service; accidents; labor
disputes; acts of civil or military authority; governmental
actions; or inability to obtain labor, material, equipment or
transportation; provided, however, that the Custodian in the
event of a failure or delay (i) shall not discriminate against
the Funds in favor of any other customer of the Custodian in
making computer time and personnel available to input or process
the transactions contemplated by this Agreement and (ii) shall
use its best efforts to ameliorate the effects of any such
failure or delay.

ARTICLE X
---------

EFFECTIVE PERIOD; TERMINATION
-----------------------------

10.1 Effective Period. This Agreement shall become
effective as of its execution and shall continue in full force
and effect until terminated as hereinafter provided.

10.2 Termination. Either party hereto may terminate this
Agreement by giving to the other party a notice in writing
specifying the date of such termination, which shall be not less
than sixty (60) days after the date of the giving of such notice.
If a successor custodian shall have been appointed by the Board
of Trustees, the Custodian shall, upon receipt of a notice of
acceptance by the successor custodian, on such specified date of
termination (a) deliver directly to the successor custodian all
Securities (other than Securities held in a Book-Entry System or
Securities Depository) and cash then owned by the Funds and held
by the Custodian as custodian, and (b) transfer any Securities
held in a Book-Entry System or Securities Depository to an
account of or for the benefit of the Funds at the successor
custodian, provided that the Trust shall have paid to the

<PAGE>

Custodian all fees, expenses and other amounts to the payment or
reimbursement of which it shall then be entitled. Upon such
delivery and transfer, the Custodian shall be relieved of all
obligations under this Agreement. The Trust may at any time
immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by
regulatory authorities or upon the happening of a like event at
the direction of an appropriate regulatory agency or court of
competent jurisdiction.

10.3 Failure to Appoint Successor Custodian. If a
successor custodian is not designated by the Trust on or before
the date of termination specified pursuant to Section 10.1 above,
then the Custodian shall have the right to deliver to a bank or
trust company of its own selection, which is (a) a "bank" as
defined in the 1940 Act, (b) has aggregate capital, surplus and
undivided profits as shown on its then most recent published
report of not less than $25 million, and (c) is doing business in
New York, New York, all Securities, cash and other property held
by Custodian under this Agreement and to transfer to an account
of or for the Funds at such bank or trust company all Securities
of the Funds held in a Book-Entry System or Securities
Depository. Upon such delivery and transfer, such bank or trust
company shall be the successor custodian under this Agreement and
the Custodian shall be relieved of all obligations under this
Agreement.

ARTICLE XI
----------

COMPENSATION OF CUSTODIAN
-------------------------

The Custodian shall be entitled to compensation at the
annual rate of .026% of the average value of each Fund's average
daily net assets. Such fee will be payable monthly.

ARTICLE XII
-----------

LIMITATION OF LIABILITY
-----------------------

It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees,
shareholders, nominees, officers, agents or employees of the
Trust personally, but shall bind only the trust property of the
Trust as provided in the Trust's Agreement and Declaration of
Trust, as from time to time amended. The execution and delivery
of this Agreement have been authorized by the Trustees, and this
Agreement has been signed and delivered by an authorized officer
of the Trust, acting as such, and neither such authorization by
the Trustees nor such execution and delivery by such officer
shall be deemed to have been made by any of them individually or
to impose any liability on any of them personally, but shall bind
only the trust property of the Trust as provided in the above-
mentioned Agreement and Declaration of Trust.
<PAGE>

ARTICLE XIII
------------

NOTICES
-------

Unless otherwise specified herein, all demands, notices,
instructions, and other communications to be given hereunder
shall be in writing and shall be sent or delivered to the
recipient at the address set forth after its name hereinbelow:

To the Trust:

Midwest Group Tax Free Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202
Telephone: (513) 629-2000
Facsimile: (513) 629-2041

To Custodian:

The Huntington Trust Company, N.A.
The Huntington Center
Columbus, Ohio 43287
Attention: Mutual Fund-Operations
Telephone: (614)
Facsimile: (614)

or at such other address as either party shall have provided to
the other by notice given in accordance with this Article XIII.
Writing shall include transmissions by or through teletype,
facsimile, central processing unit connection, on-line terminal
and magnetic tape.

ARTICLE XIV
------------

MISCELLANEOUS
-------------

14.1 Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Ohio.
<PAGE>

14.2 References to Custodian. The Trust shall not
circulate any printed matter which contains any reference to
Custodian without the prior written approval of Custodian,
excepting printed matter contained in the prospectus or statement
of additional information for a Fund and such other printed
matter as merely identifies Custodian as custodian for one or
more Funds. The Trust shall submit printed matter requiring
approval to Custodian in draft form, allowing sufficient time for
review by Custodian and its counsel prior to any deadline for
printing.

14.3 No Waiver. No failure by either party hereto to
exercise, and no delay by such party in exercising, any right
hereunder shall operate as a waiver thereof. The exercise by
either party hereto of any right hereunder shall not preclude the
exercise of any other right, and the remedies provided herein are
cumulative and not exclusive of any remedies provided at law or
in equity.

14.4 Amendments. This Agreement cannot be changed orally
and no amendment to this Agreement shall be effective unless
evidenced by an instrument in writing executed by the parties
hereto.

14.5 Counterparts. This Agreement may be executed in one
or more counterparts, and by the parties hereto on separate
counterparts, each of which shall be deemed an original but all
of which together shall constitute but one and the same
instrument.
<PAGE>

14.6 Severability. If any provision of this Agreement
shall be invalid, illegal or unenforceable in any respect under
any applicable law, the validity, legality and enforceability of
the remaining provisions shall not be affected or impaired
thereby.

14.7 Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns; provided, however,
that this Agreement shall not be assignable by either party
hereto without the written consent of the other party hereto.

14.8 Headings. The headings of sections in this Agreement
are for convenience of reference only and shall not affect the
meaning or construction of any provision of this Agreement.

IN WITNESS WHEREOF, each of the parties hereto has caused
this Agreement to be executed and delivered in its name and on
its behalf by its representatives thereunto duly authorized, all
as of the day and year first above written.

ATTEST: MIDWEST GROUP TAX FREE TRUST

/s/ John F. Splain By: /s/ Robert H. Leshner
-------------------------
Robert H. Leshner, President

ATTEST: THE HUNTINGTON TRUST COMPANY,
N.A.

/s/ Deana J. Allen By: /s/ Norman Jacobs
- ------------------- ---------------------

<PAGE>

EXHIBIT A

AUTHORIZED PERSONS

Set forth below are the names and specimen signatures of the
persons authorized by the Trust to administer each Fund Custody
Account.

Name Signature

Robert H. Leshner /s/ Robert H. Leshner
-----------------------
Robert G. Dorsey /s/ Robert G. Dorsey
-----------------------
John F. Splain /s/ John F. Splain
-----------------------
Mark J. Seger /s/ Mark J. Seger
-----------------------
M. Kathleen Leugers /s/ M. Kathleen Leugers
-----------------------
*John J. Goetz /s/ John J. Goetz
-----------------------
*Susan Flischel /s/ Susan Flischel
-------------------------
*Scott D. Weston /s/ Scott D. Weston
--------------------------

* Authority restricted; does not include: (i) authority to
sign checks on Fund Custody Accounts or make other
withdrawals or distributions of Fund monies or (ii) such
other authority as may be withheld or limited by Written
Instructions signed by two Officers of the Trust and
delivered to the Custodian.
<PAGE>
EXHIBIT B

SCHEDULE OF FEES

CUSTODY

Base Fee
Asset Value Fee 0.5 Basis Points
Minimum $1,500.00
Maximum $5,000.00

Transaction Fees
DTC Eligible Trades $10.00
FED Eligible Trades $10.00
Money Market Trades $44.00
(includes purchase & maturity)
Repurchase Agreements $15.00
(includes purchase & maturity)
Third Party Repurchase Agreements $15.00
(includes purchase & maturity)
Physical Trades $22.00
Amortized Security Trades $45.00
Options $35.00
Principal & Interest Payments $5.00
Wires & Check Disbursements $7.00

The cost of supplies, postage, taxes, insurance premiums,
extraordinary services and of non-primary agents will be added to
the regular service charges.

These fees and charges will remain in effect for the Initial Term
of the Agreement.
<PAGE>

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

As independent public accountants, we hereby consent to the use of
our name and to all references to our Firm included in or made a
part of this Post-Effective Amendment No 36.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Cincinnati, Ohio
April 15, 1996