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. 34
------
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 34
------
(Check appropriate box or boxes.)
MIDWEST GROUP TAX FREE TRUST -
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File Nos. 2-72101 and 811-3174
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312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
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(Address of Principal Executive Offices) Zip Code
Registrant's Telephone Number, including Area Code:(513) 629-2000
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Robert H. Leshner, 312 Walnut Street, 21st Floor, Cincinnati,
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OH 45202
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(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/ 60 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.
CROSS REFERENCE SHEET
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FORM N-1A
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ITEM SECTION IN PROSPECTUS
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1....................... Cover Page
2....................... Expense Information
3....................... Financial Highlights, Performance
Information
4....................... Operation of the Fund, Investment Objective
and Policies
5....................... Operation of the Fund, Financial Highlights
6....................... Cover Page, Operation of the Fund,
Dividends and Distributions, Taxes
7....................... How to Purchase Shares, Operation of the
Fund, Shareholder Services, Calculation of
Share Price, Exchange Privilege,
Distribution Plan, Subaccounting Services,
Application
8....................... How to Redeem Shares, Shareholder Services
9....................... None
ITEM SECTION IN STATEMENT OF ADDITIONAL
- ---- ----------------------------------
INFORMATION
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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...................... Principal Security Holders
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...................... Annual Report
PROSPECTUS
April 16, 1996
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
RETAIL SHARES
---------------------------------------
The Royal Palm Florida 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, consistent with
liquidity and stability of principal, by investing primarily in high-
quality, short-term Florida municipal obligations the value of which is
exempt from the Florida intangible personal property tax.
THE FUND'S PORTFOLIO SECURITIES ARE VALUED ON AN AMORTIZED COST
BASIS. FUND SHARES ARE NEITHER INSURED N0R 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 April 16, 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.
EXPENSE INFORMATION
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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 .36%(A)
12b-1 Fees .01%(B)
Other Expenses .29%
Total Operating Expenses After Waivers .66%(C)
=======
(A) Absent waivers of management fees, such fees would have been .50%
for the fiscal year ended June 30, 1995.
(B) Retail Shares may incur 12b-1 fees in an amount up to .25% of
average net assets.
(C) Absent waivers of management fees, total operating expenses would
have been .80% for the fiscal year ended June 30, 1995.
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 amounts incurred during the
most recent fiscal year. THE EXAMPLE BELOW SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN.
Example
------- 1 Year 3 Years 5 Years 10 Years
You would pay the following ------ ------- ------- --------
expenses on a $1,000 investment,
assuming (1) 5% annual return
and (2) redemption at the end
of each time period: $7 $21 $37 $82
FINANCIAL HIGHLIGHTS
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The following information, which has been audited by Arthur
Andersen LLP, is an integral part of the audited financial statements
and should be read in conjunction with the financial statements. The
financial statements as of June 30, 1995 and related auditors' report
appear in the Statement of Additional Information of the Fund, which
can be obtained by shareholders at no charge by calling MGF Service
Corp. (Nationwide call toll-free 800-543-0407, in Cincinnati call 629-
2050) or by writing to the Trust at the address on the front of this
Prospectus.
Per Share Data for a Retail Share Outstanding Throughout Each Period
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<TABLE>
<C> <C> <C> <C>
From Date
of Public
Year Year Offering
Ended Ended (Nov. 13, 1992)
June 30, June 30, through
1995 1994 June 30, 1993(A)
--------- -------- ---------------
Net asset value at beginning of period .$1.000 $1.000 $1.000
Net investment income. . . . . . . . . .0.031 0.021 0.016
Distributions from net investment income (0.031) (0.021) (0.016)
Net asset value at end of period . . . . $1.000 $1.000 $1.000
Total return . . . . . . . . . . . . . . 3.17% 2.11% 2.49%(C)
Net assets at end of period (000's). . $24,119 $26,276 $21,907
Ratio of expenses to average net assets(B) 0.66% 0.58% 0.34%(C)
Ratio of net investment income to
average net assets . . . . . . . .. . .3.12% 2.10% 2.41%(C)
</TABLE>
(A) No income was earned or expenses incurred from the start of business
through the date of public offering.
(B) Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 0.80%, 0.81% and 0.94%(C)
for the periods ended June 30, 1995, 1994 and 1993, respectively.
(C) Annualized.
INVESTMENT OBJECTIVE AND POLICIES
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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, consistent with liquidity and
stability of principal. The Fund seeks to achieve its investment
objective by investing primarily in high-quality, short-term
Florida Obligations determined by the Adviser, under the
direction of the Board of Trustees, to present minimal credit
risks. Florida Obligations are debt obligations issued by the
State of Florida 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, including the alternative
minimum tax, and the value of which is exempt from the Florida
intangible personal property tax. To the extent acceptable
Florida 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 which are not Florida Obligations.
The Fund is not intended to be a complete investment program,
and there is no assurance that its investment objective can be
achieved. The Fund's investment objective is fundamental and as
such may not be changed without the affirmative vote of a
majority of its outstanding shares. The term "majority" of the
outstanding shares means the lesser of (1) 67% or more of the
outstanding shares of the Fund present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund
are present or represented at such meeting or (2) more than 50%
of the outstanding shares of the Fund. Unless otherwise
indicated, all investment practices and limitations of the Fund
are nonfundamental policies which may be changed by the Board of
Trustees without shareholder approval.
Municipal Obligations
---------------------
Debt securities, the interest from which is, in the opinion
of bond counsel to the issuer, exempt from federal income tax
("Municipal Obligations") generally include debt obligations
issued to obtain funds to construct, repair or improve various
public facilities such as airports, bridges, highways, hospitals,
housing, schools, streets and water and sewer works, to pay
general operating expenses or to refinance outstanding debts.
They also may be issued to finance various private activities,
including the lending of funds to public or private institutions
for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities.
Municipal Obligations consist of tax-exempt bonds, tax-exempt
notes and tax-exempt commercial paper. The Statement of
Additional Information contains a description of tax-exempt
bonds, notes and commercial paper.
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 Florida Obligations and the
remainder may be invested in obligations that are not Florida
Obligations. When the Fund has adopted a temporary defensive
position (including circumstances when acceptable Florida
Obligations are unavailable for investment by the Fund), the Fund
may invest more than 35% of its total assets in obligations that
are not Florida Obligations.
The Fund seeks to achieve its investment objective by
investing in high-quality, short-term Municipal Obligations
determined by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks. The Fund will
purchase only obligations that enable it to employ the amortized
cost method of valuation. Under the amortized cost method of
valuation, the Fund's obligations are valued at original cost
adjusted for amortization of premium or accumulation of discount,
rather than valued at market. This method should enable the Fund
to maintain a stable net asset value per share. The Fund will
invest in obligations which have received a short-term rating in
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.
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 Florida Obligations. The Fund's performance
is closely tied to conditions within the State of Florida and to
the financial condition of the State and its authorities and
municipalities. Under current law, the State of Florida is
required to maintain a balanced budget such that current expenses
are met from current revenues. Florida does not currently impose
a tax on personal income but does impose taxes on corporate
income derived from activities within the State. In addition,
Florida imposes an ad valorem tax on intangible personal property
as well as sales and use taxes. These taxes are the principal
source of funds to meet State expenses, including repayment of,
and interest on, obligations backed solely by the full faith and
credit of the State, without recourse to any specific project.
Florida has been among the fastest growing states as a result
of migration to Florida from other areas of the United States and
from foreign countries. Its population in 1994 represents a 43%
increase from 1980 levels, ranking the state fourth in the
nation. Population growth in Florida is expected to continue and
it is anticipated that corresponding increases in state revenues
will be necessary during the next decade to meet increased
burdens on the various public and social services provided by the
State. Florida's ability to meet these increasing expenses will
be dependent in part upon the State's ability to foster business
and economic growth. During the past decade, Florida has
experienced strong growth in the services, construction and trade
sectors. Florida's service sector accounts for more than one-
third of total employment. The largest components of this sector
are health and business services which should remain strong
growth areas, given the state's demographics. This growth has
diversified the State's overall economy, which at one time was
dominated by the citrus and tourism industries. The State's
recovery from the national economic recession is among the
strongest regionally, as well as nationally. Labor force growth
has been steady since 1992 and state employment increased by 5%
from 1993 to 1995. The State's economic and business growth
could be restricted, however, by the natural limitations of
environment resources and the State's ability to finance adequate
public facilities such as roads and schools. Although no issuers
of Florida Obligations are currently in default on their payments
of interest and principal, the occurrence of a default could
adversely affect the market values and marketability of all
Florida Obligations and, consequently, the net asset value of the
Fund.
The Fund is a non-diversified fund under the Investment
Company Act of 1940. Thus, its investments may be more
concentrated in fewer issuers than those of a diversified fund.
This concentration may increase the possibility of fluctuation in
the Fund's net asset value. As the Fund intends to comply with
Subchapter M of the Internal Revenue Code, it may invest up to
50% of its assets at the end of each quarter of its fiscal year
in as few as two issuers, provided that no more than 25% of the
assets are invested in one issuer. With respect to the remaining
50% of its assets at the end of each quarter, it may invest no
more than 5% in one issuer.
Certain provisions in the Internal Revenue Code relating to
the issuance of Municipal Obligations may reduce the volume of
Municipal Obligations qualifying for federal tax exemptions.
Shareholders should consult their tax advisors concerning the
effect of these provisions on an investment in the Fund.
Proposals that may further restrict or eliminate the income tax
exemptions for interest on Municipal Obligations may be
introduced in the future. If any such proposal were enacted that
would reduce the availability of Municipal Obligations for
investment by the Fund so as to adversely affect its
shareholders, the Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure
to shareholders for their consideration. If legislation were
enacted that would treat a type of Municipal Obligation as
taxable, the Fund would treat such security as a permissible
taxable investment within the applicable limits set forth herein.
Other Investment Techniques
---------------------------
The Fund may also engage in the following investment
techniques, each of which may involve certain risks:
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
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.
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. Shares of the Fund
purchased prior to April 16, 1996 are Retail Shares.
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 "Florida 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.
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 "Florida 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 SWEP 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.
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.
The telephone redemption privilege is automatically available
to all shareholders. You may change the bank or brokerage
account which you have designated under this procedure at any
time by writing to MGF Service Corp. with your signature
guaranteed by any eligible guarantor institution (including
banks, brokers and dealers, municipal securities brokers and
dealers, government securities brokers and dealers, credit
unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations) or by
completing a supplemental telephone redemption authorization
form. Contact MGF Service Corp. to obtain this form. Further
documentation will be required to change the designated account
if shares are held by a corporation, fiduciary or other
organization.
Neither the Trust, MGF Service Corp., nor their respective
affiliates will be liable for complying with telephone
instructions they reasonably believe to be genuine or for any
loss, damage, cost or expense in acting on such telephone
instructions. The affected shareholders will bear the risk of
any such loss. The Trust or MGF Service Corp., or both, will
employ reasonable procedures to determine that telephone
instructions are genuine. If the Trust and/or MGF Service Corp.
do not employ such procedures, they may be liable for losses due
to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification
prior to acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone
instructions.
BY MAIL. You may redeem any number of shares from your
account by sending a written request to MGF Service Corp. The
request must state the number of shares 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.
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.
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
Government Housing Tax-Exempt Midwest Trust
Fund -------------
*Tax-Free Intermediate Term Fund Short Term Government Income Fund
*Ohio Insured Tax-Free Fund Institutional Government Income
Fund
*Intermediate Term Government Income
Fund
*Adjustable Rate U.S. Government
Securities Fund
*Global Bond Fund
You may request an exchange by sending a written request to
MGF Service Corp. The request must be signed exactly as your
name appears on the Trust's account records. Exchanges may also
be requested by telephone. If you are unable to execute your
transaction by telephone (for example during times of unusual
market activity) consider requesting your exchange by mail or by
visiting the Trust's offices at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202. An exchange will be effected at the next
determined net asset value (or offering price, if sales load is
applicable) after receipt of a request by MGF Service Corp.
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 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 has qualified in all prior years and intends to
continue to qualify for the special tax treatment afforded a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay federal taxes on income and
capital gains distributed to shareholders. The Fund also intends
to meet all IRS requirements necessary to ensure that it is
qualified to pay "exempt-interest dividends," which means that it
may pass on to shareholders the federal tax-exempt status of its
investment income.
The Fund intends to distribute substantially all of its net
investment income and any net realized capital gains to its
shareholders. For federal income tax purposes, a shareholder's
proportionate share of taxable distributions from the Fund's net
investment income as well as from net realized short-term capital
gains, if any, is taxable as ordinary income. Since the Fund's
investment income is derived from interest rather than dividends,
no portion of such distributions is eligible for the dividends
received deduction available to corporations.
Florida does not impose an income tax on individuals but does
have a corporate income tax. For purposes of the Florida income
tax, corporate shareholders are generally subject to tax on all
distributions of the Fund. Florida imposes an intangible
personal property tax on shares of the Fund owned by a Florida
resident on January 1 of each year unless such shares qualify for
an exemption from that tax. Shares of the Fund owned by a
Florida resident will be exempt from the intangible personal
property tax so long as the portion of the Fund's portfolio which
is not invested in direct U.S. Government obligations is at least
95% invested in Florida Obligations which are exempt from that
tax. The Fund will attempt to ensure that at least 95% of the
Fund's portfolio on January 1 of each year consists of Florida
Obligations exempt from the Florida intangible personal property
tax.
Issuers of tax-exempt securities issued after August 31, 1986
are required to comply with various restrictions on the use and
investment of proceeds of sales of the securities. Any failure
by the issuer to comply with these restrictions would cause
interest on such securities to become taxable to the security
holders as of the date the securities were issued.
Interest on "specified private activity bonds," as defined by
the Tax Reform Act of 1986, is an item of tax preference possibly
subject to the alternative minimum tax (at the rate of 26% to 28%
for individuals and 20% for corporations). The Fund may invest
in such "specified private activity bonds" subject to the
requirement that it invest at least 80% of its net assets in
obligations the interest on which is exempt from federal income
tax, including the alternative minimum tax. The Tax Reform Act
of 1986 also created a tax preference for corporations equal to
one-half of the excess of adjusted net book income over
alternative minimum taxable income. As a result, one-half of
tax-exempt interest income received from the Fund may be a tax
preference for corporate investors.
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 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
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 six 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
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
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
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
- -----------------------
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 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.
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
TABLE OF CONTENTS
Expense Information. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Highlights . . . . . . . . . . . . . . . . . . . . . .
Investment Objective and Policies. . . . . . . . . . . . . . . . . . . . .
How to Purchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . .
Shareholder Services . . . . . . . . . . . . . . . . . . . . . . . . . . .
How to Redeem Shares . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exchange Privilege . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends and Distributions. . . . . . . . . . . . . . . . . . . . . . . .
Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operation of the Fund. . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Calculation of Share Price . . . . . . . . . . . . . . . . . . . . . . . .
Performance Information. . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
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.
Account Application
ACCOUNT NO.11-__________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354
ROYAL PALM FLORIDA 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.
- -------------------------------------------------------------- ---------------------------------------------------
Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any
--------------------------------------------------
- -------------------------------------------------------- Date
Title of Corporate Officer, Trustee, etc.
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>
PROSPECTUS
April 16, 1996
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
INSTITUTIONAL SHARES
---------------------------------------
The Royal Palm Florida 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, consistent with
liquidity and stability of principal, by investing primarily in high-
quality, short-term Florida municipal obligations the value of which is
exempt from the Florida intangible personal property tax.
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
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 April 16, 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.
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 .36%(A)
12b-1 Fees None
Other Expenses After Reimbursements .05%(B)
Total Operating Expenses After Waivers .41%(C)
and Reimbursements ========
(A) Absent waivers of management fees, such fees would be .50%.
(B) Absent expense reimbursements by the Adviser, other expenses would
be .29%.
(C) Absent waivers of management fees and expense reimbursements,
total operating expenses would be .79%.
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 5 Years 10 Years
You would pay the following ------- -------- ------- ---------
expenses on a $1,000 investment,
assuming (1) 5% annual return
and (2) redemption at the end
of each time period: $4 $13 $23 $52
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, consistent with liquidity and
stability of principal. The Fund seeks to achieve its investment
objective by investing primarily in high-quality, short-term
Florida Obligations determined by the Adviser, under the
direction of the Board of Trustees, to present minimal credit
risks. Florida Obligations are debt obligations issued by the
State of Florida 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, including the alternative
minimum tax, and the value of which is exempt from the Florida
intangible personal property tax. To the extent acceptable
Florida 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 which are not Florida Obligations.
The Fund is not intended to be a complete investment
program, and there is no assurance that its investment objective
can be achieved. The Fund's investment objective is fundamental
and as such may not be changed without the affirmative vote of a
majority of its outstanding shares. The term "majority" of the
outstanding shares means the lesser of (1) 67% or more of the
outstanding shares of the Fund present at a meeting, if the
holders of more than 50% of the outstanding shares of the Fund
are present or represented at such meeting or (2) more than 50%
of the outstanding shares of the Fund. Unless otherwise
indicated, all investment practices and limitations of the Fund
are nonfundamental policies which may be changed by the Board of
Trustees without shareholder approval.
Municipal Obligations
----------------------
Debt securities, the interest from which is, in the opinion
of bond counsel to the issuer, exempt from federal income tax
("Municipal Obligations") generally include debt obligations
issued to obtain funds to construct, repair or improve various
public facilities such as airports, bridges, highways, hospitals,
housing, schools, streets and water and sewer works, to pay
general operating expenses or to refinance outstanding debts.
They also may be issued to finance various private activities,
including the lending of funds to public or private institutions
for construction of housing, educational or medical facilities or
the financing of privately owned or operated facilities.
Municipal Obligations consist of tax-exempt bonds, tax-exempt
notes and tax-exempt commercial paper. The Statement of
Additional Information contains a description of tax-exempt
bonds, notes and commercial paper.
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 Florida Obligations and the
remainder may be invested in obligations that are not Florida
Obligations. When the Fund has adopted a temporary defensive
position (including circumstances when acceptable Florida
Obligations are unavailable for investment by the Fund), the Fund
may invest more than 35% of its total assets in obligations that
are not Florida Obligations.
The Fund seeks to achieve its investment objective by
investing in high-quality, short-term Municipal Obligations
determined by the Adviser, under the direction of the Board of
Trustees, to present minimal credit risks. The Fund will
purchase only obligations that enable it to employ the amortized
cost method of valuation. Under the amortized cost method of
valuation, the Fund's obligations are valued at original cost
adjusted for amortization of premium or accumulation of discount,
rather than valued at market. This method should enable the Fund
to maintain a stable net asset value per share. The Fund will
invest in obligations which have received a short-term rating in
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.
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 Florida Obligations. The Fund's performance
is closely tied to conditions within the State of Florida and to
the financial condition of the State and its authorities and
municipalities. Under current law, the State of Florida is
required to maintain a balanced budget such that current expenses
are met from current revenues. Florida does not currently impose
a tax on personal income but does impose taxes on corporate
income derived from activities within the State. In addition,
Florida imposes an ad valorem tax on intangible personal property
as well as sales and use taxes. These taxes are the principal
source of funds to meet State expenses, including repayment of,
and interest on, obligations backed solely by the full faith and
credit of the State, without recourse to any specific project.
Florida has been among the fastest growing states as a
result of migration to Florida from other areas of the United
States and from foreign countries. Its population in 1994
represents a 43% increase from 1980 levels, ranking the state
fourth in the nation. Population growth in Florida is expected
to continue and it is anticipated that corresponding increases in
state revenues will be necessary during the next decade to meet
increased burdens on the various public and social services
provided by the State. Florida's ability to meet these
increasing expenses will be dependent in part upon the State's
ability to foster business and economic growth. During the past
decade, Florida has experienced strong growth in the services,
construction and trade sectors. Florida's service sector
accounts for more than one-third of total employment. The
largest components of this sector are health and business
services which should remain strong growth areas, given the
state's demographics. This growth has diversified the State's
overall economy, which at one time was dominated by the citrus
and tourism industries. The State's recovery from the national
economic recession is among the strongest regionally, as well as
nationally. Labor force growth has been steady since 1992 and
state employment increased by 5% from 1993 to 1995. The State's
economic and business growth could be restricted, however, by the
natural limitations of environment resources and the State's
ability to finance adequate public facilities such as roads and
schools. Although no issuers of Florida Obligations are
currently in default on their payments of interest and principal,
the occurrence of a default could adversely affect the market
values and marketability of all Florida Obligations and,
consequently, the net asset value of the Fund.
The Fund is a non-diversified fund under the Investment
Company Act of 1940. Thus, its investments may be more
concentrated in fewer issuers than those of a diversified fund.
This concentration may increase the possibility of fluctuation in
the Fund's net asset value. As the Fund intends to comply with
Subchapter M of the Internal Revenue Code, it may invest up to
50% of its assets at the end of each quarter of its fiscal year
in as few as two issuers, provided that no more than 25% of the
assets are invested in one issuer. With respect to the remaining
50% of its assets at the end of each quarter, it may invest no
more than 5% in one issuer.
Certain provisions in the Internal Revenue Code relating to
the issuance of Municipal Obligations may reduce the volume of
Municipal Obligations qualifying for federal tax exemptions.
Shareholders should consult their tax advisors concerning the
effect of these provisions on an investment in the Fund.
Proposals that may further restrict or eliminate the income tax
exemptions for interest on Municipal Obligations may be
introduced in the future. If any such proposal were enacted that
would reduce the availability of Municipal Obligations for
investment by the Fund so as to adversely affect its
shareholders, the Fund would reevaluate its investment objective
and policies and submit possible changes in the Fund's structure
to shareholders for their consideration. If legislation were
enacted that would treat a type of Municipal Obligation as
taxable, the Fund would treat such security as a permissible
taxable investment within the applicable limits set forth herein.
Other Investment Techniques
---------------------------
The Fund may also engage in the following investment
techniques, each of which may involve certain risks:
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
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.
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 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.
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 "Florida 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) 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 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.
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 "Florida 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.
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.
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.
The telephone redemption privilege is automatically
available to all shareholders. You may change the bank or
brokerage account which you have designated under this procedure
at any time by writing to MGF Service Corp. with your signature
guaranteed by any eligible guarantor institution (including
banks, brokers and dealers, municipal securities brokers and
dealers, government securities brokers and dealers, credit
unions, national securities exchanges, registered securities
associations, clearing agencies and savings associations) or by
completing a supplemental telephone redemption authorization
form. Contact MGF Service Corp. to obtain this form. Further
documentation will be required to change the designated account
if shares are held by a corporation, fiduciary or other
organization.
Neither the Trust, MGF Service Corp., nor their respective
affiliates will be liable for complying with telephone
instructions they reasonably believe to be genuine or for any
loss, damage, cost or expense in acting on such telephone
instructions. The affected shareholders will bear the risk of
any such loss. The Trust or MGF Service Corp., or both, will
employ reasonable procedures to determine that telephone
instructions are genuine. If the Trust and/or MGF Service Corp.
do not employ such procedures, they may be liable for losses due
to unauthorized or fraudulent instructions. These procedures may
include, among others, requiring forms of personal identification
prior to acting upon telephone instructions, providing written
confirmation of the transactions and/or tape recording telephone
instructions.
BY MAIL. You may redeem any number of shares from your
account by sending a written request to MGF Service Corp. The
request must state the number of shares 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.
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.
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 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.
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
Government Housing Tax-Exempt Midwest Trust
Fund -------------
*Tax-Free Intermediate Term Fund Short Term Government Income Fund
*Ohio Insured Tax-Free Fund Fund
Institutional Government Income Fund
*Intermediate Term Government Income Fund
*Adjustable Rate U.S. Government Securities
Fund
*Global Bond Fund
You may request an exchange by sending a written request to
MGF Service Corp. The request must be signed exactly as your
name appears on the Trust's account records. Exchanges may also
be requested by telephone. If you are unable to execute your
transaction by telephone (for example during times of unusual
market activity) consider requesting your exchange by mail or by
visiting the Trust's offices at 312 Walnut Street, 21st Floor,
Cincinnati, Ohio 45202. An exchange will be effected at the next
determined net asset value (or offering price, if sales load is
applicable) after receipt of a request by MGF Service Corp.
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
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
- ---------------------------
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 has qualified in all prior years and intends to
continue to qualify for the special tax treatment afforded a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it does not pay federal taxes on income and
capital gains distributed to shareholders. The Fund also intends
to meet all IRS requirements necessary to ensure that it is
qualified to pay "exempt-interest dividends," which means that it
may pass on to shareholders the federal tax-exempt status of its
investment income.
The Fund intends to distribute substantially all of its net
investment income and any net realized capital gains to its
shareholders. For federal income tax purposes, a shareholder's
proportionate share of taxable distributions from the Fund's net
investment income as well as from net realized short-term capital
gains, if any, is taxable as ordinary income. Since the Fund's
investment income is derived from interest rather than dividends,
no portion of such distributions is eligible for the dividends
received deduction available to corporations.
Florida does not impose an income tax on individuals but does
have a corporate income tax. For purposes of the Florida income
tax, corporate shareholders are generally subject to tax on all
distributions of the Fund. Florida imposes an intangible
personal property tax on shares of the Fund owned by a Florida
resident on January 1 of each year unless such shares qualify for
an exemption from that tax. Shares of the Fund owned by a
Florida resident will be exempt from the intangible personal
property tax so long as the portion of the Fund's portfolio which
is not invested in direct U.S. Government obligations is at least
95% invested in Florida Obligations which are exempt from that
tax. The Fund will attempt to ensure that at least 95% of the
Fund's portfolio on January 1 of each year consists of Florida
Obligations exempt from the Florida intangible personal property
tax.
Issuers of tax-exempt securities issued after August 31, 1986
are required to comply with various restrictions on the use and
investment of proceeds of sales of the securities. Any failure
by the issuer to comply with these restrictions would cause
interest on such securities to become taxable to the security
holders as of the date the securities were issued.
Interest on "specified private activity bonds," as defined by
the Tax Reform Act of 1986, is an item of tax preference possibly
subject to the alternative minimum tax (at the rate of 26% to 28%
for individuals and 20% for corporations). The Fund may invest
in such "specified private activity bonds" subject to the
requirement that it invest at least 80% of its net assets in
obligations the interest on which is exempt from federal income
tax, including the alternative minimum tax. The Tax Reform Act
of 1986 also created a tax preference for corporations equal to
one-half of the excess of adjusted net book income over
alternative minimum taxable income. As a result, one-half of
tax-exempt interest income received from the Fund may be a tax
preference for corporate investors.
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 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
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 six 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 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
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. 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.
CALCULATION OF SHARE PRICE
- --------------------------
On each day that the Trust is open for business, the share
price (net asset value) of the Fund's shares is determined as of
12:00 noon and 4:00 p.m., Eastern time. The Trust is open for
business on each day the New York Stock Exchange is open for
business and on any other day when there is sufficient trading in
the Fund's investments that its net asset value might be
materially affected. The net asset value per share of the Fund
is calculated by dividing the sum of the value of the securities
held by the Fund plus cash or other assets minus all liabilities
(including estimated accrued expenses) by the total number of
shares outstanding of the Fund, rounded to the nearest cent.
The Fund's portfolio securities are valued on an amortized
cost basis. In connection with the use of the amortized cost
method of valuation, the Fund maintains a dollar-weighted average
portfolio maturity of 90 days or less, purchases only United
States dollar-denominated securities having remaining maturities
of thirteen months or less and invests only in securities
determined by the Board of Trustees to meet the Fund's quality
standards and to present minimal credit risks. Other assets of
the Fund are valued at their fair value as determined in good
faith in accordance with consistently applied procedures
established by and under the general supervision of the Board of
Trustees. It is anticipated, but there is no assurance, that the
use of the amortized cost method of valuation will enable the
Fund to maintain a stable net asset value per share of $1.
PERFORMANCE INFORMATION
- ------------------------
From time to time the Fund may advertise its "current yield"
and "effective yield." Both yield figures are based on
historical earnings and are not intended to indicate future
performance. The "current yield" of the Fund refers to the
income generated by an investment in the Fund over a seven-day
period (which period will be stated in the advertisement). This
income is then "annualized." That is, the amount of income
generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a
percentage of the investment. The "effective yield" is
calculated similarly but, when annualized, the income earned by
an investment in the Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "current
yield" because of the compounding effect of this assumed
reinvestment. In addition, the Fund may advertise together with
its "current yield" or "effective yield" a tax equivalent
"current yield" or "effective yield" which reflects the yield
which would be required of a taxable investment at a stated
income tax rate in order to equal the Fund's "current yield" or
"effective yield." 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.
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
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. . . . . . . . . . . . . . . . . . . . . . . . . .
________________________________________________________________
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.
Account Application
ACCOUNT NO. - ________________
(For Fund Use Only)
Please mail account application to:
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
(Institutional Shares)
FOR BROKER/DEALER USE ONLY
Firm Name:_____________________________________
Home Office Address:___________________________
Branch Address:________________________________
Rep Name & No._________________________________
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
- --------------------------------------------------------------------------------------------------------------
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 (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.
- -------------------------------------------------------------------------------------------------------------------
REDEMPTION OPTIONS
I (we) authorize the Trust or MGF Service Corp. to act upon instructions received by telephone, or upon receipt of and
in the amounts of checks as described below (if checkwriting is selected), to have amounts withdrawn from my (our) account in
any fund in the Midwest Group (see prospectus for limitations on this option) and:
[ ] WIRED ($1,000 minimum OR MAILED to my (our) bank account designated below. I (we) further authorize the used of
automated cash transfers to and from the account designated below. NOTE: For wire redemptions, the indicated bank should be a
commercial bank. Please attach a voided check for the account.
Bank Account Number ____________________________________________Bank Routing Transit Number________________________________
Name of Account Holder _____________________________________________________________________________________________________
Bank Name ______________________________________________________Bank Address________________________________________________
City State
- ------------------------------------------------------------------------------------------------------------------
SIGNATURES
By signature below each investor certifies that he has received a copy of the Fund's current Prospectus, that he is of
legal age, and that he has full authority and legal capacity for himself or the organization named below, to make this
investment and to use the options selected above. The investor appoints MGF Service Corp. as his agent to enter orders for shares
whether by direct purchase or exchange, to receive dividends and distributions for automatic reinvestment in additional shares of
the Fund for credit to the investor's account and to surrender for redemption shares held in the investor's account in accordance
with any of the procedures elected above or for payment of service charges incurred by the investor. The investor further
agrees that MGF Service Corp. can cease to act as such agent upon ten days' notice in writing to the investor at the address
contained in this Application. The investor hereby ratifies any instructions given pursuant to this Application and for himself and
his successors and assigns does hereby release MGF Service Corp., Midwest Group Tax Free Trust, Midwest Group Financial
Services, Inc., and their respective officers, employees, agents and affiliates from any and all liability in the performance of
the acts instructed herein. Neither the Trust, MGF Service Corp., nor their respective affiliates will be liable for complying
with telephone instructions they reasonably believe to be genuine or for any loss, damage, cost or expense in acting on such
telephone instructions. The investor(s) will bear the risk of any such loss. The Trust or MGF Service Corp., or both,
will employ reasonable procedures to determine that telephone instructions are genuine. If the Trust and/or MGF Service Corp.
do not employ such procedures, they may be liable for losses due to unauthorized or fraudulent instructions. These procedures
may include, among others, requiring forms of personal identification prior to acting upon telephone instructions, providing
written confirmation of the transactions and/or tape recording telephone instructions.
- -------------------------------------------------------------
Signature of Individual Owner, Corporate Officer, Trustee, etc.
- --------------------------------------------------------------
Signature of Joint Owner, if Any
- ---------------------------------------------------------------
Title of Corporate Officer, Trustee, etc.
- ---------------------------------------------------------------
Date
NOTE: Corporations, trusts and other organizations must complete the
resolution form on the reverse side. Unless otherwise specified, each
joint owner shall have full authority to act on behalf of the account.
- -----------------------------------------------------------------------------
RESOLUTIONS
(This Section to be completed by Corporations, Trusts, and Other Organizations)
RESOLVED: That this corporation or organization become a shareholder of the Midwest Group Tax Free Trust (the Trust) and
that
- ------------------------------------------------------------------------------------------------------------------------
is (are) hereby authorized to complete and execute the Application on behalf of the corporation or organization and to
take any action for it as may be necessary or appropriate with respect to its shareholder account with the Fund, and it is
FURTHER RESOLVED: That any one of the above noted officers is authorized to sign any documents necessary or appropriate
to appoint MGF Service Corp. as redemption agent of the corporation or organization for shares of the Fund, to establish or
acknowledge terms and conditions governing the redemption of said shares and to otherwise implement the privileges
elected on the Application.
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
-----------------------------
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------
April 16, 1996
Royal Palm Florida Tax-Free Money Fund
This Statement of Additional Information is not a
prospectus. It should be read in conjunction with the Prospectus
of the Royal Palm Florida Tax-Free Money Fund of Midwest Group
Tax Free Trust dated April 16, 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.
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. . . . . . . . . . . . . . . . . . . . . . . . .20
SECURITIES TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . .21
PORTFOLIO TURNOVER . . . . . . . . . . . . . . . . . . . . . . . .23
CALCULATION OF SHARE PRICE . . . . . . . . . . . . . . . . . . . .23
TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
REDEMPTION IN KIND . . . . . . . . . . . . . . . . . . . . . . . .28
HISTORICAL PERFORMANCE INFORMATION . . . . . . . . . . . . . . . .28
PRINCIPAL SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . .29
CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
MGF SERVICE CORP.. . . . . . . . . . . . . . . . . . . . . . . . .30
TAX EQUIVALENT YIELD TABLE . . . . . . . . . . . . . . . . . . . .32
ANNUAL REPORT . . . .. . . . . . . . . . . . . . . . . . . . . . .33
THE TRUST
- ---------
Midwest Group Tax Free Trust (the "Trust") was organized as
a Massachusetts business trust on April 13, 1981. The Trust
currently offers seven 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 Government Housing Tax-Exempt
Fund and the Royal Palm Florida Tax-Free Money Fund. This
Statement of Additional Information provides information relating
to the Royal Palm Florida 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 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
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 Florida Obligations, which are Municipal Obligations
issued by the State of Florida and its political subdivisions,
agencies, authorities and instrumentalities and other qualifying
issuers, the value of which is exempt from the Florida intangible
personal property tax, which pay interest that is, in the opinion
of bond counsel to the issuer, exempt from federal 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.
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
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.
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).
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.
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
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.
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
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.
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.
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)
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.
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 48 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
</TABLE>
* 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.
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.
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 principal of Orchem, Inc., 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, Leeb Personal FinanceTM
Investment Trust, Williamsburg Investment Trust, Markman
MultiFund Trust and The Tuscarora Investment Trust and Assistant
Secretary of Schwartz Investment Trust and Fremont Mutual Funds,
Inc., all of which are registered investment companies.
MARK J. SEGER, C.P.A., 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, Leeb Personal
FinanceTM Investment Trust, Williamsburg Investment Trust and
Markman MultiFund Trust, Assistant Treasurer of Schwartz
Investment Trust and The Tuscarora Investment Trust and Assistant
Secretary of Fremont Mutual Funds, Inc.
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
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.
For the fiscal years ended June 30, 1995, 1994 and 1993, the
Fund accrued advisory fees of $131,885, $141,383 and $54,700,
respectively; however, the Adviser voluntarily waived $38,141 and
$65,243 of such fees for the fiscal years ended June 30, 1995 and
1994, and for the period ended June 30, 1993, the Adviser
voluntarily waived its entire advisory fee and reimbursed the
Fund $10,597 for other expenses in order to reduce the operating
expenses of the Fund.
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, 1997 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
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
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.
For the fiscal year ended June 30, 1995, the aggregate
distribution-related expenditures for Retail Shares of the Fund
under the Class A Plan were $1,797 for printing and mailing of
prospectuses and reports to prospective shareholders.
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
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. No brokerage
commissions have been paid by the Fund during the last three
fiscal years.
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.
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.
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
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
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 has qualified and 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
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
value of which is exempt from the Florida intangible personal
property 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
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. As of July 1, 1995, the Fund
had capital loss carryforwards for federal income tax purposes of
$1,198, none of which expire until June 30, 2002.
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.
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 current and effective
yields of Retail Shares for the seven days ended June 30, 1995
were 3.66% and 3.73%, respectively. 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. Based on the highest marginal federal income tax rate
for individuals (39.6%), the tax-equivalent current and effective
yields of Retail Shares for the seven days ended June 30, 1995
were 6.06% and 6.18%, respectively.
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 Other States
Tax-Exempt Money Market Funds category.
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.
PRINCIPAL SECURITY HOLDERS
- --------------------------
As of February 2, 1996, The Fifth Third Bank Trust
Department, 38 Fountain Square Plaza, Cincinnati, Ohio owned of
record 16.96% of the Trust's outstanding shares, including 15.03%
of the outstanding Retail Shares of the Fund. As of February 2,
1996, Lawrence B. Taishoff, 3124 Collee Court, Naples, Florida
owned of record 17.17% of the outstanding Retail Shares of the
Fund; Milton R. Psaty, Trustee of the Milton Psaty Revocable
Living Trust, 2580 S. Ocean Boulevard, Palm Beach, Florida owned
of record 6.20% of the outstanding Retail Shares of the Fund; and
Marie/Andrew Wilson, c/o Island National Bank in Palm Beach, 180
Royal Palm Way, Palm Beach, Florida owned of record 6.13% of the
outstanding Retail Shares of the Fund.
As of February 2, 1996, the Trustees and officers of the
Trust as a group owned of record and beneficially less than 1% of
the outstanding shares of the Trust and of the Fund.
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, 1996. 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:
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.
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
marginal federal 1996 income tax rates. No adjustments have been
made for state or local taxes.
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.
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
<TABLE>
<C> <C> <C> <C> <C> <C> <C>
Tax-Exempt Yield
--------------------------------------------------
2.5% 3.0% 3.5% 4.0% 4.5% 5.0%
Federal
Tax Bracket* Tax Equivalent Yield
- ------------ ---------------------
15% 2.94% 3.53% 4.12% 4.71% 5.29% 5.88%
28% 3.47 4.17 4.86 5.56 6.25 6.94
31% 3.62 4.35 5.07 5.80 6.52 7.25
36% 3.91 4.69 5.47 6.25 7.03 7.81
39.6% 4.14 4.97 5.79 6.62 7.45 8.28
*TAX BRACKETS
Federal
Single Joint Tax
Return Return Bracket
- ------- ------ -------
Not Over $24,000 Not Over $40,100 15%
$24,000-$58,150 $40,100-$96,900 28%
$58,150-$121,300 $96,900-$147,700 31%
$121,300-$263,750 $147,700-$263,750 36%
Over $263,750 Over $263,750 39.6%
</TABLE>
ANNUAL REPORT
- -------------
The Fund's financial statements as of June 30, 1995 appear
in the Trust's annual report which is attached to this Statement
of Additional Information. The financial statements pertain only
to Retail Shares of the Fund. Information is not available for
Institutional Shares since their initial public offering did not
commence until April 16, 1996.
LETTER FROM THE PRESIDENT
August 11, 1995
Dear Fellow Shareholder:
Midwest Group is pleased to update you on the progress of your investments and
provide you with the audited Annual Report for the fiscal year ended June 30,
1995.
After several months of lackluster performance, recent demand has brought the
relative value of municipal securities more in line with U.S. Treasury
securities. This improved relative performance can primarily be attributed to
heavy July 1 coupon payments, redemptions and maturities. As this glut of cash
entered the market and secondary supply dried up, new issues were very well
received.
A lack of consensus in Washington and an extended legislative timetable have
combined to abate the near-term impact of tax reform. While tax reform remains a
long-term hurdle for the municipal market, municipal securities continue to be
an attractive investment for those in higher tax brackets. We continue to pursue
higher quality securities for optimum performance.
Many investors have sought refuge from the market's uncertainty by investing in
tax-free money market funds, keeping demand at lofty levels which, in turn,
surpressed yields. To meet the varying needs of individual investors, the
following four tax-free money market funds are currently offered:
Ohio Tax-Free Money Fund
The Fund seeks high current income, free from both federal and Ohio income
taxes, combined with stability, liquidity and convenience. The Fund's 7-day
effective yield as of June 30, 1995 was 3.58%, which is equivalent to a taxable
yield of 6.41%, assuming the maximum combined federal and Ohio income tax
bracket for individuals.
Tax-Free Money Fund
The Fund seeks high current income, free from federal income tax, combined with
stability, liquidity and convenience. The Fund's 7-day effective yield as of
June 30, 1995 was 3.79%, which is equivalent to a taxable yield of 6.27%,
assuming the maximum federal income tax bracket for individuals.
California Tax-Free Money Fund
The Fund seeks high current income, free from both federal and California income
taxes, combined with stability, liquidity and convenience. The Fund's 7-day
effective yield as of June 30, 1995 was 3.37%, which is equivalent to a taxable
yield of 6.27%, assuming the maximum combined federal and California income tax
bracket for individuals.
Royal Palm Florida Tax-Free Money Fund
The Fund seeks the highest level of interest income that is exempt from federal
income tax, consistent with liquidity and stability of principal, by investing
in high quality, short-term Florida municipal obligations, the value of which is
exempt from the Florida personal property tax. The Fund's 7-day effective yield
as of June 30, 1995 was 3.73%, which is equivalent to a taxable yield of 6.18%,
assuming the maximum federal income tax bracket for individuals.
In addition, two tax-free bond funds, the Tax-Free Intermediate Term Fund and
the Ohio Insured Tax-Free Fund, are also available to investors. For an overall
discussion of the investment objective, total returns and performance of each
Fund, please refer to the Management Discussion and Analysis which follows this
letter.
As always, Midwest Group strives to help you meet your financial goals by
offering competitive returns, quality investments and diversification through
its conservative approach to money management.
Sincerely,
Robert H. Leshner
President
MANAGEMENT DISCUSSION AND ANALYSIS
The Tax-Free Intermediate Term Fund seeks high current income exempt from
federal income tax, consistent with protection of capital, by investing
primarily in high-grade municipal obligations maturing within twenty years or
less with a dollar-weighted average portfolio maturity under normal conditions
of between three and ten years. To the extent consistent with the Fund's primary
objective, capital appreciation is a secondary objective. For the fiscal year
ended June 30, 1995, the Fund's total returns (excluding the impact of
applicable sales loads) were 6.36% and 5.82% for Class A shares and Class C
shares, respectively.
The Ohio Insured Tax-Free Fund seeks the highest level of interest income exempt
from federal income tax and Ohio personal income tax, consistent with protection
of capital. The Fund invests primarily in high and medium-quality long-term Ohio
municipal obligations which are protected by insurance guaranteeing the payment
of principal and interest in the event of a default. For the fiscal year ended
June 30, 1995, the Fund's total returns (excluding the impact of applicable
sales loads) were 7.75% and 7.31% for Class A shares and Class C shares,
respectively.
Bond market performance over the past twelve months can be divided into two
distinct periods. During the first half of the fiscal year, a robust economy
pushed interest rates higher as investors feared an increase in the level of
inflation. In an effort to slow the pace of the economy and calm inflationary
fears, the Federal Reserve increased the Federal Funds rate three times from
4.25% to 6.00%. Short and intermediate-term Treasuries of five years and under
bore the brunt of the rate increases. Early in 1995, however, it became clear
that the pace of economic activity could not be maintained. With expectations of
slower growth, the bond market rallied and interest rates declined as quickly as
they had risen almost a year earlier.
For the most part, the performance of the municipal bond market mirrored that of
the Treasury bond market until the last quarter of the fiscal year. At that time
the issues of tax reform and the default of Orange County in California took
center stage causing municipal bonds to underperform. For the twelve months
ended June 30, 1995, the Lehman Brothers 5-year Municipal G.O. Bond Index
returned 7.23% while the Lehman Brothers 15-year Municipal G.O. Bond Index
returned 9.34%.
The comparative performance of the Tax-Free Intermediate Term Fund was
influenced by average maturity and credit quality management. During the first
five months of the fiscal year, the average maturity was lowered from 7.3 years
to 6.5 years to lessen the negative impact of rising interest rates on security
valuations. During the last half of the fiscal year, we worked to improve the
credit quality and performance characteristics of portfolio securities by
increasing our position in issues that are either prerefunded or escrowed to
maturity. These issues are some of the safest in the municipal market as they
are backed by government securities. This strategy should continue to enhance
performance during this ongoing period of tax reform debate.
Similar considerations contributed to the comparative performance of the Ohio
Insured Tax-Free Fund. Throughout the fiscal year, the average maturity of the
Fund was maintained slightly in excess of fifteen years, the minimum average
maturity permitted by the prospectus. This lower average maturity aided
performance during the first half of the fiscal year when interest rates were
rising, but hindered performance in the second half as the bond market rallied
and interest rates moved lower. We also began improving the performance
characteristics of individual bonds in the portfolio by increasing their call
protection (i.e. increasing the number of years to the first call date). Bonds
with call protection are generally more marketable because long-term investors
prefer this feature.
Looking ahead, the question is not whether economic activity has slowed, but to
what extent. As a result of such uncertainty, we believe that interest rates
will trade in the 6.50% to 7.00% range using the 30-year Treasury bond as a
benchmark. In addition, tax reform is certainly an issue which will be closely
followed by the municipal market. While some tax reform is likely, reform as
drastic as a flat tax appears less so. The supply and demand variables of the
municipal market remain favorable as new issue supply is running about 40% less
than 1994. While this should be a positive for the municipal market in the short
term, the long run will depend on the outcome of the debate on tax reform.
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 1995
TAX-FREE MONEY MARKET FUNDS
__________________________________________________________
ROYAL PALM
OHIO CALIFORNIA FLORIDA
TAX-FREE TAX-FREE TAX-FREE TAX-FREE
MONEY FUND MONEY FUND MONEY FUND MONEY FUND
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
ASSETS
Investments in securities:
At acquisition cost......................... $228,393,860 $ 27,514,175 $ 19,234,156 $ 23,873,899
============ ============= ============= ============
At amortized cost........................... $228,219,069 $ 27,461,370 $ 19,136,828 $ 23,767,487
============ ============= ============= ============
At value (Note 1)........................... $228,219,069 $ 27,461,370 $ 19,136,828 $ 23,767,487
Cash .......................................... 834,590 72,514 114,882 91,591
Interest receivable ........................... 2,082,497 299,224 282,628 275,017
Other assets .................................. 52,911 6,640 4,432 5,812
------------ ------------- ------------- ------------
TOTAL ASSETS.............................. 231,189,067 27,839,748 19,538,770 24,139,907
------------ ------------- ------------- ------------
LIABILITIES
Dividends payable.............................. 226,345 2,876 2,146 6,565
Payable for securities purchased............... 4,245,168 1,124,504 -- --
Payable to affiliates (Note 3) ................ 97,638 16,465 8,858 11,459
Other accrued expenses and liabilities ........ 13,561 3,686 3,010 3,311
------------ ------------- ------------- ------------
TOTAL LIABILITIES......................... 4,582,712 1,147,531 14,014 21,335
------------ ------------- ------------- ------------
NET ASSETS ................................... $226,606,355 $ 26,692,217 $ 19,524,756 $ 24,118,572
============ ============= ============= ============
Net assets consist of:
Capital shares ................................ $226,592,741 $ 26,690,002 $ 19,526,452 $ 24,119,770
Undistributed net investment income............ -- 2,701 -- --
Accumulated net realized gains (losses) from
security transactions....................... 13,614 ( 486) ( 1,696) ( 1,198)
------------ ------------- ------------- ------------
Net assets..................................... $226,606,355 $ 26,692,217 $ 19,524,756 $ 24,118,572
============ ============= ============= ============
Shares of beneficial interest outstanding
(unlimited number of shares authorized,
no par value) ........................... 226,592,739 26,700,445 19,526,452 24,119,770
============ ============= ============= ============
Net asset value, offering price and redemption
price per share (Note 1) ................... $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ============= ============= ============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
For the Year Ended June 30, 1995
TAX-FREE MONEY MARKET FUNDS
__________________________________________________________
ROYAL PALM
OHIO CALIFORNIA FLORIDA
TAX-FREE TAX-FREE TAX-FREE TAX-FREE
MONEY FUND MONEY FUND MONEY FUND MONEY FUND
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest income............................. $ 8,379,074 $ 1,151,369 $ 803,427 $ 994,950
------------ ------------- ------------- ------------
EXPENSES
Investment advisory fees (Note 3)........... 1,026,778 144,305 113,878 131,885
Distribution expenses (Note 3).............. 363,420 24,169 1,749 1,797
Accounting services fees (Note 3)........... 48,000 42,000 42,000 42,000
Shareholder services and transfer
agent fees (Note 3) ........................ 66,960 23,881 13,302 12,000
Postage and supplies........................ 30,080 12,461 3,524 3,618
Insurance expense........................... 27,213 4,126 3,129 3,387
Professional fees........................... 18,288 5,387 4,888 5,288
Registration fees........................... 8,045 16,410 3,590 3,266
Pricing expenses............................ 5,406 1,913 3,147 2,426
Reports to shareholders .................... 5,382 2,995 720 332
Custodian fees (Note 3)..................... 2,042 4,029 476 1,470
Trustees' fees and expenses ................ 1,984 1,984 1,984 1,984
Other expenses ............................. 13,204 2,059 1,587 1,694
------------ ------------- ------------- ------------
TOTAL EXPENSES................................. 1,616,802 285,719 193,974 211,147
Fees waived by the Adviser (Note 3) ........ -- -- (34,500) (38,141)
------------ ------------- ------------- ------------
NET EXPENSES................................... 1,616,802 285,719 159,474 173,006
------------ ------------- ------------- ------------
NET INVESTMENT INCOME ......................... 6,762,272 865,650 643,953 821,944
------------ ------------- ------------- ------------
NET REALIZED GAINS (LOSSES) FROM
SECURITY TRANSACTIONS ...................... 8,226 (774) 234 2
------------ ------------- ------------- ------------
NET INCREASE IN NET ASSETS
FROM OPERATIONS ............................ $ 6,770,498 $ 864,876 $ 644,187 $ 821,946
============ ============= ============= ============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended June 30, 1995 and 1994
TAX-FREE MONEY MARKET FUNDS
OHIO TAX-FREE TAX-FREE
MONEY FUND MONEY FUND
______________________________________________________
Year Year Year Year
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income ............................................... $ 6,762,272 $ 4,278,633 $ 865,650 $ 681,252
Net realized gains (losses) from security transactions .............. 8,226 -- (774) 2,204
------------ ------------ ----------- -----------
Net increase in net assets from operations.............................. 6,770,498 4,278,633 864,876 683,456
------------ ------------ ----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME ............... (6,764,671) (4,276,234) (862,949) (681,252)
------------ ------------ ----------- -----------
FROM CAPITAL SHARE TRANSACTIONS (Note 4):
Proceeds from shares sold ........................................... 532,441,705 546,916,284 51,748,931 54,880,538
Net asset value of shares issued in reinvestment of
distributions to shareholders ..................................... 4,449,982 2,891,227 814,800 640,626
Payments for shares redeemed......................................... (523,292,513) (558,583,425) (57,041,748) (59,141,953)
------------ ------------ ----------- -----------
Net increase (decrease) in net assets from
capital share transactions .......................................... 13,599,174 (8,775,914) (4,478,017) (3,620,789)
------------ ------------ ----------- -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS ............................... 13,605,001 (8,773,515) (4,476,090) (3,618,585)
NET ASSETS:
Beginning of year.................................................... 213,001,354 221,774,869 31,168,307 34,786,892
------------ ------------ ----------- -----------
End of year.......................................................... $226,606,355 $213,001,354 $26,692,217 $31,168,307
============ ============ =========== ===========
UNDISTRIBUTED NET INVESTMENT INCOME .................................... $ -- $ 2,399 $ 2,701 $ --
============ ============ =========== ===========
ROYAL PALM
CALIFORNIA FLORIDA
TAX-FREE TAX-FREE
MONEY FUND MONEY FUND
_______________________________________________________
Year Year Year Year
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income ............................................... $ 643,953 $ 480,898 $ 821,944 $ 592,588
Net realized gains (losses) from security transactions .............. 234 (1,022) 2 (1,200)
----------- ----------- ----------- -----------
Net increase in net assets from operations.............................. 644,187 479,876 821,946 591,388
----------- ----------- ----------- -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM NET INVESTMENT INCOME ............... (644,370) (480,481) (822,616) (591,916)
----------- ----------- ----------- -----------
FROM CAPITAL SHARE TRANSACTIONS (Note 4):
Proceeds from shares sold ........................................... 84,546,054 106,173,458 44,740,157 80,250,968
Net asset value of shares issued in reinvestment of
distributions to shareholders ..................................... 572,727 411,397 747,824 504,94
Payments for shares redeemed......................................... (90,102,140) (116,562,528) (47,644,429) (76,386,404)
----------- ----------- ----------- -----------
Net increase (decrease) in net assets from
capital share transactions .......................................... (4,983,359) (9,977,673) (2,156,448) 4,369,511
----------- ----------- ----------- -----------
TOTAL INCREASE (DECREASE) IN NET ASSETS ............................... (4,983,542) (9,978,278) (2,157,118) 4,368,983
NET ASSETS:
Beginning of year.................................................... 24,508,298 34,486,576 26,275,690 21,906,707
----------- ----------- ----------- -----------
End of year.......................................................... $19,524,756 $24,508,298 $24,118,572 $26,275,690
=========== =========== =========== ===========
UNDISTRIBUTED NET INVESTMENT INCOME .................................... $ -- $ 417 $ -- $ 672
=========== =========== =========== ===========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF ASSETS AND LIABILITIES
June 30, 1995
TAX-FREE BOND FUNDS
TAX-FREE OHIO INSURED
INTERMEDIATE TAX-FREE
TERM FUND FUND
--------------- ---------------
<S> <C> <C>
ASSETS
Investments in securities:
At acquisition cost.................................................... $ 85,911,101 $ 71,102,999
=============== ===============
At amortized cost...................................................... $ 85,335,134 $ 71,072,336
=============== ===============
At value (Note 1) ..................................................... $ 87,134,195 $ 74,765,269
Cash ..................................................................... -- 57,284
Receivable for capital shares sold........................................ 139,788 41,339
Interest receivable ...................................................... 1,465,884 930,148
Other assets ............................................................. 34,354 27,252
--------------- ---------------
TOTAL ASSETS........................................................... 88,774,221 75,821,292
--------------- ---------------
LIABILITIES
Bank overdraft............................................................ 39,107 --
Payable for capital shares redeemed ...................................... 1,023,853 121,800
Dividends payable......................................................... 70,068 95,059
Payable for securities purchased.......................................... 1,630,729 --
Payable to affiliates (Note 3) ........................................... 48,710 38,496
Other accrued expenses and liabilities.................................... 7,793 7,682
--------------- ---------------
TOTAL LIABILITIES ................................................... 2,820,260 263,037
--------------- ---------------
NET ASSETS .............................................................. $ 85,953,961 $ 75,558,255
=============== ===============
Net assets consist of:
Capital shares ........................................................... $ 86,194,255 $ 72,503,679
Accumulated net realized losses from security transactions ............... (2,039,355) (638,357)
Net unrealized appreciation on investments................................ 1,799,061 3,692,933
--------------- ---------------
Net assets................................................................ $ 85,953,961 $ 75,558,255
=============== ===============
PRICING OF CLASS A SHARES
Net assets applicable to Class A shares................................... $ 81,139,685 $ 71,392,898
=============== ===============
Shares of beneficial interest outstanding (unlimited number of shares
authorized, no par value) (Note 4)..................................... 7,470,758 5,951,947
=============== ===============
Net asset value and redemption price per share (Note 1) .................. $ 10.86 $ 11.99
=============== ===============
Maximum offering price per share (Note 1) ................................ $ 11.08 $ 12.49
=============== ===============
PRICING OF CLASS C SHARES
Net assets applicable to Class C shares................................... $ 4,814,276 $ 4,165,357
=============== ===============
Shares of beneficial interest outstanding (unlimited number of shares
authorized, no par value) (Note 4) .................................... 443,255 347,217
=============== ===============
Net asset value and redemption price per share (Note 1) .................. $ 10.86 $ 12.00
=============== ===============
Maximum offering price per share (Note 1)................................. $ 10.86 $ 12.00
=============== ===============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
For the Year Ended June 30, 1995
TAX-FREE BOND FUNDS
TAX-FREE OHIO INSURED
INTERMEDIATE TAX-FREE
TERM FUND FUND
--------------- ---------------
<S> <C> <C>
INVESTMENT INCOME
Interest income........................................................ $ 5,284,856 $ 4,813,451
--------------- ---------------
EXPENSES
Investment advisory fees (Note 3)...................................... 472,968 394,825
Distribution expenses, Class A (Note 3)................................ 153,050 9,476
Distribution expenses, Class C (Note 3) ............................... 18,070 5,296
Accounting services fees (Note 3) ..................................... 75,000 72,000
Shareholder services and transfer agent fees, Class A (Note 3)......... 78,065 40,945
Shareholder services and transfer agent fees, Class C (Note 3)......... 12,000 12,000
Postage and supplies................................................... 48,842 23,834
Pricing expenses....................................................... 25,619 19,605
Registration fees, Common.............................................. 16,082 4,518
Registration fees, Class A............................................. 4,586 3,210
Registration fees, Class C............................................. 4,941 2,000
Insurance expense...................................................... 13,676 10,711
Reports to shareholders ............................................... 12,477 5,798
Professional fees ..................................................... 9,288 8,888
Custodian fees......................................................... 8,272 8,299
Trustees' fees and expenses ........................................... 1,984 1,984
Other expenses ........................................................ 6,030 4,855
--------------- ---------------
TOTAL EXPENSES ........................................................... 960,950 628,244
Fees waived by the Adviser (Note 3).................................... -- (14,000)
Class A expenses reimbursed by the Adviser (Note 3).................... -- (5,077)
--------------- ---------------
NET EXPENSES.............................................................. 960,950 609,167
--------------- ---------------
NET INVESTMENT INCOME .................................................... 4,323,906 4,204,284
--------------- ---------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions ...................... (1,487,447) (553,505)
Net change in unrealized appreciation/depreciation on investments ... 2,397,778 2,078,922
--------------- ---------------
NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS ........................ 910,331 1,525,417
--------------- ---------------
NET INCREASE IN NET ASSETS FROM OPERATIONS ............................... $ 5,234,237 $ 5,729,701
=============== ===============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended June 30, 1995 and 1994
TAX-FREE BOND FUNDS
TAX-FREE
INTERMEDIATE OHIO INSURED
TERM FUND TAX-FREE FUND
___________________________________________________________
Year Year Year Year
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income ...................... $ 4,323,906 $ 4,672,574 $ 4,204,284 $ 4,131,255
Net realized gains (losses) from
security transactions .................... (1,487,447) (46,296) (553,505) 256,296
Net change in unrealized appreciation/
depreciation on investments............... 2,397,778 (3,941,206) 2,078,922 (4,633,136)
------------ ------------ ------------ ------------
Net increase (decrease) in net assets
from operations ............................ 5,234,237 685,072 5,729,701 (245,585)
------------ ------------ ------------ ------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income, Class A ........ (4,158,531) (4,621,632) (4,060,262) (4,077,931)
From net investment income, Class C......... (182,065) (34,252) (165,164) (32,182)
From net realized gains from security
transactions, Class A .................... -- -- -- (176,296)
From net realized gains from security
transactions, Class C .................... -- -- -- (443)
------------ ------------ ------------ ------------
Decrease in net assets from distributions
to shareholders ............................ (4,340,596) (4,655,884) (4,225,426) (4,286,852)
------------ ------------ ------------ ------------
FROM CAPITAL SHARES TRANSACTIONS (Note 4):
CLASS A
Proceeds from shares sold .................. 27,134,058 114,026,590 135,489,969 163,625,583
Net asset value of shares issued in
reinvestment of distributions
to shareholders ........................ 3,413,920 3,849,926 3,071,603 3,347,910
Payments for shares redeemed ............... (56,693,107) (89,674,117) (148,483,241) (163,755,568)
------------ ------------ ------------ ------------
Net increase (decrease) in net assets
from Class A share transactions............. (26,145,129) 28,202,399 (9,921,669) 3,217,925
------------ ------------ ------------ ------------
CLASS C
Proceeds from shares sold .................. 7,031,053 4,010,491 1,936,052 3,032,598
Net asset value of shares issued in
reinvestment of distributions
to shareholders ........................ 174,884 33,735 141,387 26,100
Payments for shares redeemed ............... (5,556,496) (887,900) (650,441) (296,756)
------------ ------------ ------------ ------------
Net increase in net assets from Class C
share transactions ......................... 1,649,441 3,156,326 1,426,998 2,761,942
------------ ------------ ------------ ------------
TOTAL INCREASE (DECREASE) IN NET ASSETS ...... (23,602,047) 27,387,913 (6,990,396) 1,447,430
NET ASSETS:
Beginning of year........................... 109,556,008 82,168,095 82,548,651 81,101,221
------------ ------------ ------------ ------------
End of year................................. $ 85,953,961 $109,556,008 $ 75,558,255 $ 82,548,651
============ ============ ============ ============
UNDISTRIBUTED NET INVESTMENT INCOME .......... $ -- $ 16,690 $ -- $ 21,142
============ ============ ============ ============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year
Year Ended June 30,
____________________________________________________________
1995 1994 1993 1992 1991
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
---------- ---------- ---------- ---------- ----------
Net investment income........................... 0.031 0.020 0.022 0.034 0.048
---------- ---------- ---------- ---------- ----------
Distributions from net investment income ....... (0.031) (0.020) (0.022) (0.034) (0.048)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year.................. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========== ========== ========== ========== ==========
Total return.................................... 3.12% 1.99% 2.19% 3.52% 4.99%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .............. $226,606 $213,001 $221,775 $218,503 $204,034
========== ========== ========== ========== ==========
Ratio of expenses to average net assets ........ 0.74% 0.73% 0.74% 0.75% 0.77%
Ratio of net investment income to
average net assets .......................... 3.08% 1.97% 2.16% 3.43% 4.80%
</TABLE>
<TABLE>
<CAPTION>
TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year
Year Ended June 30,
____________________________________________________________
1995 1994 1993 1992 1991
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
---------- ---------- ---------- ---------- ----------
Net investment income........................... 0.030 0.021 0.024 0.036 0.050
---------- ---------- ---------- ---------- ----------
Distributions from net investment income........ (0.030) (0.021) (0.024) (0.036) (0.050)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year.................. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========== ========== ========== ========== ==========
Total return ................................... 3.07% 2.12% 2.40% 3.63% 5.09%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .............. $26,692 $ 31,168 $ 34,787 $ 50,000 $ 45,210
========== ========== ========== ========== ==========
Ratio of expenses to average net assets......... 0.99% 0.99% 0.99% 0.99% 0.99%
Ratio of net investment income to
average net assets .......................... 3.00% 2.09% 2.39% 3.55% 4.98%
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALIFORNIA TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year
Year Ended June 30,
____________________________________________________________
1995 1994 1993 1992 1991
------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
---------- ---------- ---------- ---------- ----------
Net investment income........................... 0.029 0.019 0.022 0.035 0.046
---------- ---------- ---------- ---------- ----------
Distributions from net investment income........ (0.029) (0.019) (0.022) (0.035) (0.046)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year.................. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
========== ========== ========== ========== ==========
Total return ................................... 2.95% 1.93% 2.26% 3.71% 4.70%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .............. $19,525 $ 24,508 $ 34,487 $ 21,246 $ 13,524
========== ========== ========== ========== ==========
Ratio of expenses to average net assets(A) .... 0.70% 0.60% 0.56% 0.34% 0.40%
Ratio of net investment income to
average net assets .......................... 2.83% 1.90% 2.22% 3.49% 4.56%
<FN>
(A)Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 0.85%, 0.86%, 0.85%, 0.89% and
1.01% for the years ended June 30, 1995, 1994, 1993, 1992 and 1991,
respectively (Note 3).
</FN>
</TABLE>
<TABLE>
<CAPTION>
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
Public Offering
Year Year (Nov. 13, 1992)
Ended Ended through
June 30, 1995 June 30, 1994 June 30, 1993(A)
--------------- --------------- ---------------
<S> <C> <C> <C>
Net asset value at beginning of period ................... $ 1.000 $ 1.000 $ 1.000
--------------- --------------- ---------------
Net investment income..................................... 0.031 0.021 0.016
--------------- --------------- ---------------
Distributions from net investment income ................. (0.031) (0.021) (0.016)
--------------- --------------- ---------------
Net asset value at end of period ......................... $ 1.000 $ 1.000 $ 1.000
=============== =============== ===============
Total return ............................................. 3.17% 2.11% 2.49%(C)
=============== =============== ===============
Net assets at end of period (000's) ...................... $ 24,119 $ 26,276 $ 21,907
=============== =============== ===============
Ratio of expenses to average net assets(B) .............. 0.66% 0.58% 0.34%(C)
Ratio of net investment income to average net assets...... 3.12% 2.10% 2.41%(C)
<FN>
(A)No income was earned or expenses incurred from the start of business through
the date of public offering.
(B)Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 0.80%, 0.81% and 0.94%(C) for
the periods ended June 30, 1995, 1994 and 1993, respectively (Note 3).
(C)Annualized.
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAX-FREE INTERMEDIATE TERM FUND - CLASS A
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year
Year Ended June 30,
____________________________________________________________
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 10.69 $ 10.98 $ 10.42 $ 10.15 $ 10.05
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income ....................... 0.49 0.48 0.53 0.59 0.62
Net realized and unrealized gains (losses)
on investments............................. 0.17 (0.29) 0.56 0.27 0.10
---------- ---------- ---------- ---------- ----------
Total from investment operations ............... 0.66 0.19 1.09 0.86 0.72
---------- ---------- ---------- ---------- ----------
Distributions from net investment income ....... (0.49) (0.48) (0.53) (0.59) (0.62)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year.................. $ 10.86 $ 10.69 $ 10.98 $ 10.42 $ 10.15
========== ========== ========== ========== ==========
Total return(A) ................................ 6.36% 1.70% 10.75% 8.78% 7.38%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .............. $81,140 $106,472 $ 82,168 $ 26,720 $ 15,638
========== ========== ========== ========== ==========
Ratio of expenses to average net assets ........ 0.99% 0.99% 0.99% 1.07% 1.13%
Ratio of net investment income to
average net assets ........................... 4.59% 4.35% 4.90% 5.75% 6.15%
Portfolio turnover rate......................... 32% 46% 28% 12% 48%
<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAX-FREE INTERMEDIATE TERM FUND - CLASS C
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
Public Offering
Year (Feb. 1, 1994)
Ended through
June 30, 1995 June 30, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 10.69 $ 11.27
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.44 0.20
Net realized and unrealized gains (losses) on investments.............. 0.17 (0.58)
--------------- ---------------
Total from investment operations.......................................... 0.61 (0.38)
--------------- ---------------
Distributions from net investment income.................................. (0.44) (0.20)
--------------- ---------------
Net asset value at end of period.......................................... $ 10.86 $ 10.69
=============== ===============
Total return(A) .......................................................... 5.82% (8.28%)(C)
=============== ===============
Net assets at end of period (000's)....................................... $ 4,814 $ 3,084
=============== ===============
Ratio of expenses to average net assets(B) ............................... 1.49% 1.45%(C)
Ratio of net investment income to average net assets...................... 4.08% 3.79%(C)
Portfolio turnover rate................................................... 32% 46%(C)
<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 1.75%(C) for the period ended
June 30, 1994 (Note 3).
(C)Annualized.
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO INSURED TAX-FREE FUND - CLASS A
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year
Year Ended June 30,
____________________________________________________________
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 11.74 $ 12.41 $ 11.67 $ 11.13 $ 10.96
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income ....................... 0.63 0.61 0.65 0.70 0.68
Net realized and unrealized gains (losses)
on investments............................. 0.25 (0.64) 0.74 0.54 0.17
---------- ---------- ---------- ---------- ----------
Total from investment operations ............... 0.88 (0.03) 1.39 1.24 0.85
---------- ---------- ---------- ---------- ----------
Less distributions:
Distributions from net investment income .... (0.63) (0.61) (0.65) (0.70) (0.68)
Distributions from net realized gains........ -- (0.03) -- -- --
---------- ---------- ---------- ---------- ----------
Total distributions ............................ (0.63) (0.64) (0.65) (0.70) (0.68)
---------- ---------- ---------- ---------- ----------
Net asset value at end of year.................. $ 11.99 $ 11.74 $ 12.41 $ 11.67 $ 11.13
========== ========== ========== ========== ==========
Total return(A) ............................... 7.75% (0.41%) 12.24% 11.55% 7.98%
========== ========== ========== ========== ==========
Net assets at end of year (000's) .............. $71,393 $ 79,889 $ 81,101 $ 49,288 $ 20,791
========== ========== ========== ========== ==========
Ratio of expenses to average net assets(B) .... 0.75% 0.75% 0.75% 0.60% 1.07%
Ratio of net investment income to
average net assets .......................... 5.35% 4.94% 5.35% 6.10% 6.14%
Portfolio turnover rate......................... 29% 45% 15% 3% 86%
<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 0.77% and 0.77% for the years
ended June 30, 1995 and 1992, respectively (Note 3).
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO INSURED TAX-FREE FUND - CLASS C
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
Public Offering
Year (Nov. 1, 1993)
Ended through
June 30, 1995 June 30, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 11.74 $ 12.62
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.57 0.36
Net realized and unrealized gains (losses) on investments.............. 0.26 (0.85)
--------------- ---------------
Total from investment operations.......................................... 0.83 (0.49)
--------------- --------------
Less distributions:
Distributions from net investment income............................... (0.57) (0.36)
Distributions from net realized gains.................................. -- (0.03)
--------------- ---------------
Total distributions....................................................... (0.57) (0.39)
--------------- --------------
Net asset value at end of period.......................................... $ 12.00 $ 11.74
=============== ===============
Total return(A) .......................................................... 7.31% (6.05%)(C)
=============== ===============
Net assets at end of period (000's)....................................... $ 4,165 $ 2,659
=============== ===============
Ratio of expenses to average net assets(B) ............................... 1.25% 1.22%(C)
Ratio of net investment income to average net assets...................... 4.84% 4.09%(C)
Portfolio turnover rate................................................... 29% 45%(C)
<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Ratio of expenses to average net assets assuming no waiver of fees or
reimbursement of expenses by the Adviser was 1.27% and 1.28%(C) for the
periods ended June 30, 1995 and 1994, respectively (Note 3).
(C)Annualized.
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
June 30, 1995
1. Significant Accounting Policies
Midwest Group Tax Free Trust (the Trust) is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an open-end management
investment company. The Trust was established as a Massachusetts business trust
under the Declaration of Trust dated April 13, 1981. The Declaration of Trust,
as amended, permits the Trustees to issue an unlimited number of shares of six
funds: the Ohio Tax-Free Money Fund, the Tax-Free Money Fund, the California
Tax-Free Money Fund, the Royal Palm Florida Tax-Free Money Fund, the Tax-Free
Intermediate Term Fund and the Ohio Insured Tax-Free Fund (individually a Fund
and collectively the Funds).
The Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund each
offer two classes of shares: Class A shares (sold subject to a maximum front-end
sales load of 2% for the Tax-Free Intermediate Term Fund and 4% for the Ohio
Insured Tax-Free Fund and a distribution fee of up to .25% of average daily net
assets for each Fund) and Class C shares (sold subject to a maximum contingent
deferred sales load of 1% if redeemed within a one-year period from purchase and
a distribution fee of up to 1% of average daily net assets). Each Class A and
Class C share of a Fund represents identical interests in the investment
portfolio of such Fund and has the same rights, except that (i) Class C shares
bear the expenses of higher distribution fees, which will cause Class C shares
to have a higher expense ratio and to pay lower dividends than Class A shares;
(ii) certain other class specific expenses will be borne solely by the class to
which such expenses are attributable; and (iii) each class has exclusive voting
rights with respect to matters relating to its own distribution arrangements.
The following is a summary of the Trust's significant accounting policies:
Security valuation -- Ohio Tax-Free Money Fund, Tax-Free Money Fund, California
Tax-Free Money Fund and Royal Palm Florida Tax-Free Money Fund securities are
valued on the amortized cost basis, which approximates market. This involves
initially valuing a security at its original cost and thereafter assuming a
constant amortization to maturity of any discount or premium. This method of
valuation is expected to enable these Funds to maintain a constant net asset
value per share. The Tax-Free Intermediate Term Fund and the Ohio Insured
Tax-Free Fund use an independent pricing service which generally utilizes a
computerized grid matrix of tax-exempt securities and evaluations by its staff
to determine what it believes is the fair value of the securities. On limited
occasions, if the valuation provided by the pricing service ignores certain
market conditions affecting the value of a security or the pricing service
cannot provide a valuation, the fair value of the security will be determined in
good faith consistent with procedures established by the Board of Trustees.
Share valuation -- The net asset value per share of the Ohio Tax-Free Money
Fund, the Tax-Free Money Fund, the California Tax-Free Money Fund, and the Royal
Palm Florida Tax-Free Money Fund is calculated daily. Net asset value per share
is calculated for each of these Funds by dividing the total value of a Fund's
assets, less liabilities, by the number of shares outstanding. The offering
price and redemption price per share is equal to the net asset value per share.
The net asset value per share of the Tax-Free Intermediate Term Fund and the
Ohio Insured Tax-Free Fund is also calculated daily. Net asset value per share
is calculated for each class of a Fund by dividing the total value of a Fund's
assets applicable to that class, less liabilities applicable to that class, by
the number of shares of that class outstanding. The maximum offering price of
Class A shares of the Tax-Free Intermediate Term Fund is equal to net asset
value per share plus a sales load equal to 2.04% of the net asset value (or 2%
of the offering price). The maximum offering price of Class A Shares of the Ohio
Insured Tax-Free Fund is equal to net asset value per share plus a sales load
equal to 4.17% of the net asset value (or 4% of the offering price). The
offering price of Class C shares of each Fund is equal to the net asset value
per share.
The redemption price per share of Class A shares and Class C shares of the
Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund is equal to
the net asset value per share. Effective February 1, 1995, Class C shares of the
Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund are each
subject to a contingent deferred sales load of 1% of the original purchase price
if redeemed within a one-year period from the date of purchase.
<PAGE>
Investment income and distributions to shareholders -- Interest income is
accrued as earned. Discounts and premiums on securities purchased are amortized
in accordance with income tax regulations which approximate generally accepted
accounting principles. Distributions from net investment income are declared
daily and paid on the last business day of each month. Net realized short-term
capital gains, if any, may be distributed throughout the year and net realized
long-term capital gains, if any, are distributed at least once each year. Income
distributions and capital gain distributions are determined in accordance with
income tax regulations.
Security transactions -- Security transactions are accounted for on the trade
date. Securities sold are valued on a specific identification basis.
Allocations between classes -- Investment income earned by the Tax-Free
Intermediate Term Fund and the Ohio Insured Tax-Free Fund is allocated daily to
each class of shares based on the percentage of the net asset value of settled
shares of such class to the total of the net asset value of settled shares of
both classes of shares. Realized capital gains and losses and unrealized
appreciation and depreciation is allocated daily to each class of shares based
upon its proportionate share of total net assets of the Fund. Class specific
expenses are charged directly to the class incurring the expense. Joint expenses
which are not attributable to a specific class are allocated daily to each class
of shares based upon its proportionate share of total net assets of the Fund.
Federal income tax -- It is each Fund's policy to comply with the special
provisions of the Internal Revenue Code available to regulated investment
companies. As provided therein, in any fiscal year in which a Fund so qualifies
and distributes at least 90% of its taxable net income, the Fund will be
relieved of federal income tax on the income distributed. Accordingly, no
provision for income taxes has been made. In addition, each Fund intends to
satisfy conditions which enable it to designate distributions from the interest
income generated by its investment in municipal securities, which is exempt from
federal income tax when received by the Fund, as exempt-interest dividends to
shareholders.
In order to avoid imposition of the excise tax applicable to regulated
investment companies, it is also each Fund's intention to declare as dividends
in each calendar year at least 98% of its net investment income (earned during
the calendar year) and 98% of its net realized capital gains (earned during the
twelve months ended October 31) plus undistributed amounts from prior years.
The following information is based upon the federal income tax cost of portfolio
investments as of June 30, 1995:
<TABLE>
Tax-Free
Intermediate Ohio Insured
Term Fund Tax-Free Fund
--------------- ---------------
<S> <C> <C>
Gross unrealized appreciation....... $ 2,057,046 $ 3,898,026
Gross unrealized depreciation....... (257,985) (205,093)
--------------- ---------------
Net unrealized appreciation......... $ 1,799,061 $ 3,692,933
=============== ===============
</TABLE>
The tax basis of investments for each Fund is equal to the amortized cost as
shown on the Statements of Assets and Liabilities.
As of June 30, 1995, the Tax-Free Money Fund, the California Tax-Free Money
Fund, the Royal Palm Florida Tax-Free Money Fund, the Tax-Free Intermediate Term
Fund and the Ohio Insured Tax-Free Fund had capital loss carryforwards for
federal income tax purposes of $774, $1,696, $1,198, $2,039,355, and $638,357,
respectively, none of which expire prior to June 30, 1999. These capital loss
carryforwards may be utilized in the current or future years to offset net
realized capital gains prior to distributing such gains to shareholders.
2. Investment Transactions
For the year ended June 30, 1995, purchases and proceeds from sales and
maturities of investment securities, excluding short-term investments, amounted
to $28,391,712 and $53,294,417, respectively, for the Tax-Free Intermediate Term
Fund, and $21,806,732 and $26,408,778, respectively, for the Ohio Insured
Tax-Free Fund.
3. Transactions with Affiliates
The President of the Trust is the Chairman of the Board and the controlling
shareholder of Leshner Financial, Inc., whose subsidiaries include Midwest Group
Financial Services, Inc. (the Adviser), the investment adviser and principal
underwriter of the Trust's shares, and MGF Service Corp. (MGF), the shareholder
servicing and transfer agent and accounting and pricing agent for the Trust.
<PAGE>
MANAGEMENT AGREEMENT
The Funds' investments are managed by the Adviser pursuant to the terms of a
Management Agreement. Under the Management Agreement, each Fund pays the Adviser
a fee, computed and accrued daily and paid monthly, at an annual rate of 0.5% of
its respective average daily net assets up to $100,000,000, 0.45% of such assets
from $100,000,000 to $200,000,000, 0.4% of such assets from $200,000,000 to
$300,000,000 and 0.375% of such assets in excess of $300,000,000.
States in which shares of the Trust are offered may impose an expense limitation
based upon net assets. The Adviser has agreed to reimburse each Fund for
expenses which exceed the most restrictive applicable expense limitation of any
state. No reimbursement was required from the Adviser with respect to any Fund
for the year ended June 30, 1995. However, in order to reduce operating
expenses, the Adviser voluntarily waived $34,500, $38,141 and $14,000 of its
advisory fees from the California Tax-Free Money Fund, the Royal Palm Florida
Tax-Free Money Fund and the Ohio Insured Tax-Free Fund, respectively, during the
year ended June 30, 1995. In addition, in order to reduce the operating expenses
of Class A shares of the Ohio Insured Tax-Free Fund, the Adviser voluntarily
reimbursed the Fund for $5,077 of Class A expenses.
TRANSFER AGENT AND SHAREHOLDER SERVICE AGREEMENT
Under the terms of the Transfer Agent and Shareholder Service Agreement, MGF
maintains the records of each shareholder's account, answers shareholders'
inquiries concerning their accounts, processes purchases and redemptions of each
Fund's shares, acts as dividend and distribution disbursing agent and performs
other shareholder service functions. Under the terms of the Agreement, MGF
receives for its services a fee payable monthly at an annual rate of $25.00 per
shareholder account from each of the Ohio Tax-Free Money Fund, the Tax-Free
Money Fund, the California Tax-Free Money Fund, and the Royal Palm Florida
Tax-Free Money Fund and $21.00 per shareholder account from each of the Tax-Free
Intermediate Term Fund and the Ohio Insured Tax-Free Fund, subject to a $1,000
minimum monthly fee for each Fund or for each class of shares of a Fund. In
addition, each Fund pays out-of-pocket expenses, including but not limited to,
postage and supplies.
ACCOUNTING SERVICES AGREEMENT
Under the terms of the Accounting Services Agreement between the Trust and MGF,
MGF calculates the daily net asset value per share and maintains the financial
books and records of each Fund. Effective July 1, 1995, MGF receives a monthly
fee, based on current asset levels, of $3,250 per month from each of the
Tax-Free Money Fund, the California Tax-Free Money Fund and the Royal Palm
Florida Tax-Free Money Fund, $3,750 per month from the Ohio Tax-Free Money Fund
and $4,750 per month from each of the Tax-Free Intermediate Term Fund and the
Ohio Insured Tax-Free Fund. In addition, each Fund pays certain out-of-pocket
expenses incurred by MGF in obtaining valuations of such Fund's portfolio
securities.
UNDERWRITING AGREEMENT
Under the terms of the Underwriting Agreement, the Adviser and affiliates earned
$5,557 and $25,570 from underwriting and broker commissions on the sale of
shares of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free
Fund, respectively, during the year ended June 30, 1995.
PLANS OF DISTRIBUTION
The Funds have a Plan of Distribution (Class A Plan) under which shares of each
Fund having one class of shares and Class A shares of each Fund having two
classes of shares may directly incur or reimburse the Adviser for expenses
related to the distribution and promotion of shares. The annual limitation for
payment of such expenses under the Class A Plan is .25% of average daily net
assets.
The Trust has a Plan of Distribution (Class C Plan) under which Class C shares
of the Tax-Free Intermediate Term Fund and the Ohio Insured Tax-Free Fund may
directly incur or reimburse the Adviser for expenses related to the distribution
and promotion of shares. The annual limitation for payment of such expenses
under the Class C Plan is 1% of a Fund's average daily net assets applicable to
Class C shares.
CUSTODIAN AGREEMENT
The Fifth Third Bank, which serves as the custodian for each Fund except the
California Tax-Free Money Fund, was a significant shareholder of record of the
Ohio Tax-Free Money Fund as of June 30, 1995. Under the terms of the Custodian
Agreement, The Fifth Third Bank receives from each Fund a base fee at an annual
rate of .005% of its average net assets (subject to a minimum fee of $1,500 and
a maximum fee of $5,000) plus transaction charges for each security transaction
of the Funds.
<PAGE>
4. Capital Share Transactions
Proceeds and payments on capital shares as shown in the Statements of Changes in
Net Assets are the result of the following capital share transactions for the
years ended June 30, 1995 and 1994:
<TABLE>
TAX-FREE INTERMEDIATE OHIO INSURED
TERM FUND TAX-FREE FUND
___________________________________________________________
Year Year Year Year
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1995 1994 1995 1994
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
CLASS A
Shares sold.................................... 2,523,254 10,275,868 11,576,223 13,310,072
Shares issued in reinvestment of
distributions to shareholders............... 320,606 350,367 262,171 271,821
Shares redeemed................................ (5,334,216) (8,147,207) (12,691,802) (13,313,151)
------------ ------------- ------------- ------------
Net increase (decrease) in shares outstanding.. (2,490,356) 2,479,028 (853,408) 268,742
Shares outstanding, beginning of year.......... 9,961,114 7,482,086 6,805,355 6,536,613
------------ ------------- ------------- ------------
Shares outstanding, end of year................ 7,470,758 9,961,114 5,951,947 6,805,355
============ ============= ============= ============
CLASS C
Shares sold.................................... 661,291 368,101 164,356 248,640
Shares issued in reinvestment of
distributions to shareholders............... 16,430 3,142 12,037 2,197
Shares redeemed................................ (522,939) (82,770) (55,643) (24,370)
------------ ------------- ------------- ------------
Net increase in shares outstanding............. 154,782 288,473 120,750 226,467
Shares outstanding, beginning of year.......... 288,473 -- 226,467 --
------------ ------------- ------------- ------------
Shares outstanding, end of year................ 443,255 288,473 347,217 226,467
============ ============= ============= ============
</TABLE>
Capital share transactions for the Ohio Tax-Free Money Fund, the Tax-Free Money
Fund, the California Tax-Free Money Fund and the Royal Palm Florida Tax-Free
Money Fund are identical to the dollar value of those transactions as shown in
the Statements of Changes in Net Assets.
5. Portfolio Composition
As of June 30, 1995, the Ohio Tax-Free Money Fund and the Ohio Insured Tax-Free
Fund were invested exclusively in debt obligations issued by the State of Ohio
and its political subdivisions, agencies, authorities, and instrumentalities and
other issuers the interest from which is exempt from Ohio income tax. The
California Tax-Free Money Fund was invested exclusively in debt obligations
issued by the State of California and its political subdivisions, agencies,
authorities, and instrumentalities and other issuers the interest from which is
exempt from California income tax. As of June 30, 1995, 84.7% of the Royal Palm
Florida Tax-Free Money Fund's portfolio securities were invested in debt
obligations issued by the State of Florida and its political subdivisions,
agencies, authorities, and instrumentalities and other issuers the value of
which is exempt from the Florida intangible personal property tax. As of June
30, 1995, 19.8% of the portfolio securities of the Tax-Free Money Fund were
concentrated in the State of Ohio, 10.8% in the State of Kentucky and 10.4% in
the State of Minnesota. For information regarding portfolio composition by state
for the Tax-Free Intermediate Term Fund as of June 30, 1995, see the Fund's
Portfolio of Investments.
As diversified Funds registered under the 1940 Act, it is the policy of the
Tax-Free Money Fund and the Tax-Free Intermediate Term Fund that not more than
25% of the total assets of each such Fund may be invested in securities of
issuers which individually comprise more than 5% of its total assets.
<PAGE>
The Ohio Tax-Free Money Fund, the California Tax-Free Money Fund, the Royal Palm
Florida Tax-Free Money Fund and the Ohio Insured Tax-Free Fund are each
non-diversified Funds under the 1940 Act. Thus, investments may be concentrated
in fewer issuers than those of a diversified fund. However, as of June 30, 1995,
each of the Ohio Tax-Free Money Fund, the California Tax-Free Money Fund and the
Ohio Insured Tax-Free Fund had no concentrations of investments (10% or greater)
in any one issuer. The Royal Palm Florida Tax-Free Money Fund had 12.3% of its
investments concentrated in one issuer.
The Ohio Tax-Free Money Fund, the Tax-Free Money Fund, the California Tax-Free
Money Fund and the Royal Palm Florida Tax-Free Money Fund each invest in
municipal securities maturing in 13 months or less and having a short-term
rating in one of the top two ratings categories by at least two nationally
recognized statistical rating agencies (or by one such agency if a security is
rated by only that agency) or, if unrated, are determined by the Adviser, under
the supervision of the Board of Trustees, to be of comparable quality.
As of June 30, 1995, 44.2% of the Tax-Free Intermediate Term Fund's portfolio
securities were rated AAA/Aaa [using the higher of Standard & Poor's Corporation
(S&P) or Moody's Investors Services, Inc. (Moody's) ratings], 29.8% were rated
AA/Aa, 17.7% were rated A/A and 8.3% were not rated.
As of June 30, 1995, 97.8% of the Ohio Insured Tax-Free Fund's long-term
portfolio securities were either (1) insured by an insurance policy obtained
from a recognized insurer which carries a rating of AAA by S&P or Aaa by
Moody's, (2) guaranteed as to the payment of interest and principal by an agency
or instrumentality of the U.S. Government, or (3) secured as to the payment of
interest and principal by an escrow account consisting of obligations of the
U.S. Government. Three private insurers individually insure more than 10% of the
Ohio Insured Tax-Free Fund's portfolio securities and collectively insure 82.5%
of its portfolio securities.
The concentration of investments for each Fund as of June 30, 1995, classified
by revenue source, was as follows:
<TABLE>
Royal Palm
Ohio California Florida Tax-Free Ohio
Tax-Free Tax-Free Tax-Free Tax-Free Intermediate Insured
Money Money Money Money Term Tax-Free
Fund Fund Fund Fund Fund Fund
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
General Obligations................. 26.5% 13.6% 6.2% 10.9% 30.9% 29.4%
Revenue Bonds:
Industrial Development............ 36.4% 36.0% 27.2% 8.1% 6.4% 7.0%
Hospital/Health Care.............. 16.8% 8.6% 7.6% 22.7% 13.6% 22.6%
Utilities......................... 2.9% 13.1% 27.8% 17.5% 9.9% 23.4%
Housing/Mortgage.................. 4.5% 15.7% 4.6% 24.3% 11.3% 7.1%
Education......................... 5.3% 2.8% 3.3% 4.0% 10.3% 7.2%
Public Facilities................. -- 2.0% 7.3% 4.2% 5.8% 1.5%
Special Tax....................... -- 0.4% 10.2% 2.6% 2.5% 1.8%
Transportation.................... -- 2.1% 5.8% 4.7% 3.8% --
Economic Development.............. 5.8% 3.6% -- -- 2.0% --
Miscellaneous..................... 1.8% 2.1% -- 1.0% 3.5% --
----------- ----------- ----------- ----------- ----------- -----------
Total .............................. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
=========== =========== =========== =========== =========== ===========
</TABLE>
See each Fund's Portfolio of Investments for additional information on portfolio
composition.
<PAGE>
Footnotes to Portfolios of Investments:
Variable and adjustable rate put bonds earn interest at a coupon rate which
fluctuates at specified intervals, usually daily, monthly, or semiannually. The
rates shown in the Portfolio of Investments are the coupon rates in effect at
June 30, 1995.
Put bonds may be redeemed at the discretion of the holder on specified dates
prior to maturity. Mandatory put bonds are automatically redeemed at a specified
put date unless action is taken by the holder to prevent redemption.
Bonds denoted as prerefunded are anticipated to be redeemed prior to their
scheduled maturity. The dates indicated in the Portfolios of Investments are the
stipulated prerefunded dates.
<TABLE>
<CAPTION>
Portfolio Abbreviations:
<S> <C>
ARPB - Adjustable Rate Put Bonds ISD - Independent School District
BANS - Bond Anticipation Notes LSD - Local School District
COP - Certificates of Participation MFH - Multi-Family Housing
CSD - City School District MFM - Multi-Family Mortgage
EDR - Economic Development Revenue PCR - Pollution Control Revenue
GO - General Obligation RANS - Revenue Anticipation Notes
HCR - Housing Corporation Revenue SFM - Single Family Mortgage
HFA - Housing Finance Authority/Agency TANS - Tax Anticipation Notes
HFC - Housing Finance Corporation TRANS - Tax Revenue Anticipation Notes
IDA - Industrial Development Authority/Agency USD - Unified School District
IDR - Industrial Development Revenue VRDN - Variable Rate Demand Notes
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
June 30, 1995
Principal Coupon Maturity
Amount Fixed Rate Revenue & General Obligation Bonds-- 29.2% Rate Date Value
- ------------ ----------------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 1,130,000 Youngstown, OH, CSD RANS....................................... 5.300% 07/01/1995 $1,130,000
1,200,000 Alliance, OH, Street Impt. GO BANS............................. 4.500 07/06/1995 1,200,043
2,000,000 Stark Co., OH, Various Purpose GO BANS......................... 4.310 07/12/1995 2,000,121
3,000,000 Greene Co., OH, Various Purpose GO BANS........................ 4.320 07/19/1995 3,000,314
3,000,000 North Olmsted, OH, Various Purpose GO BANS, Ser. 1994E......... 4.550 07/20/1995 3,000,531
2,220,500 West Clermont, OH, LSD School Impt. GO BANS.................... 5.250 08/09/1995 2,221,782
2,500,000 Univ. of Cincinnati Gen. Receipts BANS, Ser. T................. 4.750 08/30/1995 2,502,769
3,000,000 Ohio St. GO, Escrowed to Maturity.............................. 6.650 09/01/1995 3,009,570
1,000,000 University Heights, OH, Park Impt. GO BANS..................... 4.200 09/08/1995 1,000,181
3,000,000 Richland Co., OH, GO BANS (Madison-Marlow Sewer Impt.)......... 4.850 09/14/1995 3,003,548
300,000 Columbus, OH, Waterworks Enlargement Rev., No. 42EU,
Escrowed to Maturity......................................... 8.200 09/15/1995 302,051
350,000 Cuyahoga Co., OH, Hosp. Rev. (Deaconess Hosp. Cleveland),
Prerefunded @ 102............................................ 9.250 10/01/1995 360,976
1,000,000 Berea, OH, GO BANS............................................. 4.500 10/25/1995 1,003,463
1,950,000 Blue Ash, OH, GO BANS (Cornell Rd. Impt.)...................... 5.000 10/30/1995 1,955,362
1,065,000 Lorain, OH, Hosp. Impt. Rev. (Lakeland Comm. Hosp.),
Prerefunded @ 102............................................ 9.500 11/01/1995 1,102,876
650,000 Cleveland, OH, GO, Prerefunded @ 102.50........................ 9.875 11/01/1995 677,378
825,000 Butler Co., OH, GO BANS (Road Proj.)........................... 4.730 11/29/1995 826,419
2,200,000 Jackson, OH, Elec. Sys. Impt. GO BANS.......................... 5.060 11/29/1995 2,202,334
2,300,000 Belmont Co., OH, Sani. Sewer GO BANS........................... 5.170 11/30/1995 2,302,459
1,780,000 Lucas Co., OH, Various Purpose Impt., GO BANS.................. 5.750 11/30/1995 1,785,285
100,000 Cincinnati, OH, CSD GO TANS, Escrowed to Maturity.............. 6.700 12/01/1995 100,747
3,000,000 Toledo, OH, City Serv. Special Assessment Notes, GO BANS....... 4.520 12/01/1995 3,002,398
1,400,000 Anthony Wayne, OH, LSD GO BANS................................. 4.000 12/14/1995 1,401,867
1,100,000 Marysville, OH, GO BANS........................................ 5.090 12/15/1995 1,100,671
1,000,000 Hamilton, OH, CSD GO TANS...................................... 3.820 12/19/1995 1,001,463
1,500,000 Marysville, OH, Exempted Village Schools GO BANS............... 4.270 12/20/1995 1,502,898
375,000 Ohio St. Coal Dev. GO.......................................... 6.450 02/01/1996 378,553
900,000 Union Co., OH, Courthouse Renovation GO BANS................... 5.070 03/01/1996 901,544
1,850,000 Salem, OH, CSD School Impt. GO BANS............................ 4.290 03/07/1996 1,850,474
1,200,000 Centerville, OH, CSD BANS...................................... 4.400 03/14/1996 1,204,507
2,100,000 Univ. of Cincinnati Gen. Receipts BANS, Ser. K-1............... 5.000 03/21/1996 2,105,057
895,000 Marysville, OH, GO BANS........................................ 4.770 03/29/1996 896,719
1,500,000 Stark Co., OH, Sewer Dist. Impt. GO BANS....................... 5.000 04/03/1996 1,504,338
1,800,000 Talawanda, OH, CSD Bd. of Educ. School Impt. GO BANS........... 5.370 04/04/1996 1,812,043
1,750,000 Trumbull Co., OH, Correctional Fac. GO BANS.................... 4.830 04/11/1996 1,751,686
870,000 Middleburg Heights, OH, Various Purpose GO BANS................ 4.500 05/30/1996 871,908
295,000 Ohio St. Water Dev. Auth PCR................................... 4.250 06/01/1996 295,000
3,000,000 Cleveland, OH, CSD RANS........................................ 4.500 06/01/1996 3,024,885
645,000 Valley View, OH, LSD School Energy Conservation GO BANS........ 4.700 06/06/1996 647,591
1,000,000 North Olmsted, OH, Various Purpose Impt. GO BANS............... 4.670 06/20/1996 1,003,901
990,000 Loveland, OH, Various Purpose Impt. GO BANS.................... 4.210 06/27/1996 991,968
2,570,000 Cuyahoga Falls, OH, CSD GO BANS................................ 4.300 06/28/1996 2,577,787
1,665,000 Euclid City, OH, Various Impt. GO BANS......................... 4.250 07/12/1996 1,667,381
- ------------- ------------
$65,975,500 TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
- ------------- (Amortized Cost $66,182,848)............................... $66,182,848
------------
</TABLE>
<PAGE>
<TABLE>
Principal Coupon Maturity
Amount Floating and Variable Rate Demand Notes-- 55.4% Rate Date Value
- ------------ ----------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 1,900,000 Cincinnati-Hamilton Co., OH, Port. Auth. EDR
(Kenwood Office Assoc. Proj.) ............................... 4.200% 07/03/1995 $1,900,000
2,200,000 Columbus, OH, Elec. Sys. Rev................................... 3.650 07/03/1995 2,200,000
2,100,000 Cuyahoga Co., OH, Hosp. Impt. Rev. (University Hosp. Cleveland) 4.200 07/03/1995 2,100,000
2,495,000 Cuyahoga Co., OH, IDR (S & R Playhouse Realty)................. 4.100 07/03/1995 2,495,000
1,600,000 Delaware Co., OH, IDR (Radiation Sterilizers, Inc.)............ 3.850 07/03/1995 1,600,000
400,000 Franklin Co., OH, Health Sys. Rev. (St. Anthony Medical Ctr.).. 4.200% 07/03/1995 $ 400,000
250,000 Franklin Co., OH, IDR (Boa Ltd. Proj.)......................... 4.650 07/03/1995 250,000
700,000 Franklin Co., OH, IDR (Capitol South).......................... 4.600 07/03/1995 700,000
1,300,000 Franklin Co., OH, IDR (Jacobson's Stores)...................... 4.600 07/03/1995 1,300,000
3,500,000 Hamilton Co., OH, Health Sys. Rev. (Franciscan Sisters)........ 4.200 07/03/1995 3,500,000
2,300,000 Muskingum Co., OH, IDR (Elder-Beerman)......................... 3.900 07/03/1995 2,300,000
700,000 Ohio Air Quality Dev. Auth. Environ. Impt. Rev. (Mead Corp.)... 4.250 07/03/1995 700,000
1,100,000 Ohio Higher Educ. Fac. Rev. (John Carroll Univ.)............... 4.500 07/03/1995 1,100,000
500,000 Ohio St. Environ. Impt. Rev. (U.S. Steel Corp.)................ 3.900 07/03/1995 500,000
400,000 Ohio Water Dev. Auth. Environ. Impt. Rev.,
Ser. 1986B (Mead Corp.)...................................... 4.250 07/03/1995 400,000
245,000 Akron, OH, Sani. Sewer Sys. Rev., Ser. 1994.................... 4.150 07/05/1995 245,000
1,000,000 Butler Co., OH, IDR (Phillip Morris Co.)....................... 4.150 07/05/1995 1,000,000
1,250,000 Centerville, OH, Healthcare Rev. (Bethany-Lutheran)............ 4.050 07/05/1995 1,250,000
1,000,000 Centerville, OH, Healthcare Rev. (Bethany-Lutheran)............ 4.050 07/05/1995 1,000,000
300,000 Centerville, OH, Healthcare Rev. (Bethany-Lutheran)............ 4.050 07/05/1995 300,000
4,250,000 Cincinnati-Hamilton Co., OH, Port. Auth. Rev.
(Kaiser Agric. Chemical Co.)................................. 4.000 07/05/1995 4,250,000
2,340,000 Cincinnati, OH, Student Loan Funding Corp. Rev................. 4.250 07/05/1995 2,340,000
1,800,000 Cleveland-Cuyahoga Co., OH, Port. Auth. Rev.
(Rock & Roll Hall of Fame)................................... 4.150 07/05/1995 1,800,000
1,180,000 Cuyahoga Co., OH, Healthcare Fac. Rev., Ser. 1993A
(Hospice of the Western Reserve) ............................ 4.200 07/05/1995 1,180,000
1,750,000 Cuyahoga Co., OH, Healthcare Fac. Rev., Ser. 1993B
(Hospice of the Western Reserve) ............................ 4.200 07/05/1995 1,750,000
280,000 Cuyahoga Co., OH, IDR (Schottenstein Stores)................... 4.100 07/05/1995 280,000
2,000,000 Cuyahoga Co., OH, IDR, Ser. 1989 (Motch Corp. Proj.)........... 4.550 07/05/1995 2,000,000
900,000 Delaware Co., OH, Indust. Rev., Ser. 1985 (MRG Limited, LP).... 4.250 07/05/1995 900,000
2,000,000 Franklin Co., OH, IDR (Alco Standard Corp.).................... 4.250 07/05/1995 2,000,000
635,000 Franklin Co., OH, IDR (Columbus Dist.)......................... 4.150 07/05/1995 635,000
1,720,000 Greene Co., OH, Healthcare Fac. Rev. (Green Oaks Proj.)........ 4.200 07/05/1995 1,720,000
950,000 Hardin Co., OH, Hosp. Impt. Rev., Ser. A (Hardin Memorial Hosp.) 4.150 07/05/1995 950,000
1,410,000 Huron Co., OH, Ref. Rev. (Norfolk Furniture Corp.)............. 4.200 07/05/1995 1,410,000
494,000 Lorain Co., OH, IDR, Ser. C (Kindercare)....................... 4.350 07/05/1995 494,000
1,200,000 Lucas Co., OH, EDR (Glendale Meadows).......................... 4.200 07/05/1995 1,200,000
200,000 Medina, OH, IDR (Kindercare)................................... 4.350 07/05/1995 200,000
1,100,000 Meigs Co., OH, Indust. Rev., Ser. 1985 (MGR Limited, LP)....... 4.250 07/05/1995 1,100,000
1,050,000 Montgomery Co., OH, Healthcare Rev., Ser. A
(Dayton Area MRI Consortium)................................. 4.200 07/05/1995 1,050,000
2,100,000 Montgomery Co., OH, Hosp. Rev. (Sisters of Charity)............ 4.200 07/05/1995 2,100,000
1,000,000 Morrow Co., OH, IDR (Field Container Corp.).................... 4.250 07/05/1995 1,000,000
600,000 Ohio Air Quality Dev. Auth. Rev. (Honda of America)............ 4.250 07/05/1995 600,000
5,000,000 Ohio Higher Educ. Fac. Rev. (Oberlin College).................. 4.000 07/05/1995 5,000,000
1,900,000 Ohio St. Environ. Impt. Rev. (Honda of America)................ 4.250 07/05/1995 1,900,000
200,000 Ohio Water Dev. Auth. Rev. (Timken Co. Proj.).................. 4.000 07/05/1995 200,000
900,000 Orrville, OH, Hosp. Fac. Rev., Ser. 1990 (Orrville Hosp.)...... 4.100 07/05/1995 900,000
200,000 Stark Co., OH, IDR, Ser. D (Kindercare)........................ 4.350 07/05/1995 200,000
2,875,000 Summit Co., OH, IDR (Bowery Assoc.)............................ 4.200 07/05/1995 2,875,000
275,000 Wadsworth, OH, IDR (Kindercare)................................ 4.350 07/05/1995 275,000
1,200,000 Wyandot Co., OH, Indust. Rev., Ser. 1985 (MRG Limited, LP)..... 4.250 07/05/1995 1,200,000
1,860,000 Ashland, OH, IDR (Landover Properties)......................... 4.150 07/06/1995 1,860,000
2,000,000 Clinton Co., OH, Hosp. Rev. (Clinton Memorial)................. 4.200 07/06/1995 2,000,000
3,200,000 Columbus, OH, Sewer Ref. Rev................................... 3.900 07/06/1995 3,200,000
1,000,000 Cuyahoga Co., OH, IDR (Edgecomb Metals)........................ 4.125 07/06/1995 1,000,000
1,265,000 Franklin Co., OH, IDR (Ohio Girl Scouts)...................... 4.200 07/06/1995 1,265,000
7,000,000 Franklin Co., OH, IDR (Berwick Steel).......................... 4.250 07/06/1995 7,000,000
400,000 Franklin Co., OH, IDR (Columbus College)....................... 4.200 07/06/1995 400,000
1,200,000 Franklin Co., OH, Port. Auth. Rev. (Rickenbacker Holdings, Inc.) 4.200 07/06/1995 1,200,000
1,750,000 Hamilton Co., OH, EDR, Ser. 1995
(Cincinnati Assoc. Performing Arts).......................... 4.100 07/06/1995 1,750,000
2,000,000 Lucas Co., OH, IDR (Ohio Citizens Bank Proj.).................. 4.250 07/06/1995 2,000,000
450,000 Lucas Co., OH, Rev. (Sunshine Children's Home)................. 4.250 07/06/1995 450,000
2,090,000 Mahoning Co., OH, Healthcare Fac. Rev. (Copeland Oaks)......... 4.200 07/06/1995 2,090,000
1,870,000 Mahoning Co., OH, Healthcare Fac. Rev. (Ohio Heart Institute).. 4.200 07/06/1995 1,870,000
1,090,000 Marion Co., OH, Hosp. Impt. Rev. (Pooled Lease Proj.).......... 4.200 07/06/1995 1,090,000
4,800,000 Ohio EDR, Ser. 1983 (Court St. Ctr. Assoc. Ltd. Proj.)......... 4.350% 07/06/1995 4,800,000
5,140,000 Ohio St. Infrastructure Indust. Rev., Ser. PA-53............... 4.100 07/06/1995 5,140,000
1,500,000 Pike Co., OH, EDR (Pleasant Hill).............................. 4.200 07/06/1995 1,500,000
3,610,000 Sharonville, OH, IDR (Edgecomb Metals)......................... 4.125 07/06/1995 3,610,000
705,000 Summit Co., OH, IDR (Go-Jo Indust.)............................ 4.200 07/06/1995 705,000
2,725,000 Toledo-Lucas Co., OH, Port. Auth. IDR Ref., Ser. 1994.......... 4.200 07/06/1995 2,725,000
4,650,000 Trumbull Co., OH, Hosp. Rev. (Shepherd Valley Lutheran)........ 4.250 07/06/1995 4,650,000
1,600,000 Warren Co., OH, IDR (Liquid Container)......................... 4.250 07/06/1995 1,600,000
3,050,000 Westlake, OH, IDR (Nordson Co.)................................ 4.150 07/06/1995 3,050,000
205,000 Wood Co., OH, IDR (North American Science)..................... 4.200 07/06/1995 205,000
2,200,000 Ashland Co., OH, Hosp. Fac. Rev., Ser. 1989 (Good Shepherd).... 4.500 07/07/1995 2,200,000
1,400,000 Hamilton Co., OH, IDR (ADP System)............................. 3.600 07/15/1995 1,400,000
- ------------- ------------
$125,509,000 TOTAL FLOATING AND VARIABLE RATE DEMAND NOTES
- ------------- (Amortized Cost $125,509,000)................................ $125,509,000
------------
</TABLE>
<PAGE>
<TABLE>
Principal Coupon Maturity
Amount Adjustable Rate Put Bonds-- 16.1% Rate Date Value
- ------------ --------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 935,000 Franklin Co., OH, EDR (JAL Realty)............................. 5.100% 07/15/1995 $ 935,000
1,605,000 Hamilton, OH, First Mtg. Rev.
(Continental Commercial Properties).......................... 4.700 08/01/1995 1,605,000
660,000 Middletown, OH, First Mtg. Rev.
(Continental Commercial Properties).......................... 4.700 08/01/1995 660,000
1,010,000 Citizens Federal Tax-Exempt Mtg. Bond Trust.................... 5.050 09/01/1995 1,010,000
975,000 M & M Tax-Exempt Mtg. Bond Trust.............................. 4.550 09/01/1995 975,000
695,000 Riverside, OH, EDR (Riverside Assoc. Ltd. Proj.)............... 5.100 09/01/1995 695,000
730,000 Summit Co., OH, IDR (Arlington Plaza).......................... 4.500 09/01/1995 729,860
4,565,000 Cuyahoga Co., OH, IDR (Halle Office Bldg.)..................... 4.752 10/01/1995 4,568,158
180,000 Franklin Co., OH, IDR (Pan Western Life)....................... 4.550 10/01/1995 180,000
1,000,000 Marion Co., OH, Hosp. Impt. Rev., Ser. 1992 (Pooled Lease Proj.) 4.250 10/01/1995 1,000,000
1,300,000 Miami Valley Tax-Exempt Mtg. Bond Trust........................ 4.880 10/15/1995 1,300,000
735,000 Franklin Co., OH, IDR (GSW Proj.).............................. 4.300 11/01/1995 735,000
1,445,000 Marion Co., OH, Hosp. Impt. Rev. (Pooled Lease Proj.).......... 4.250 11/01/1995 1,445,000
170,000 Ohio Company Tax-Exempt Mtg. Bond Trust, Ser. 1................ 4.540 11/01/1995 170,000
3,380,000 Ohio HFA MFH (Lincoln Park).................................... 4.400 11/01/1995 3,380,000
185,000 Summit Co., OH, IDR (SGS Tool Co. II).......................... 4.350 11/01/1995 185,000
3,955,000 Richland Co., OH, IDR (Mansfield Sq. Proj.).................... 4.450 11/15/1995 3,955,000
2,500,000 Ohio St. Air Quality Dev. Auth. Rev., Ser. A (Duquesne Light).. 4.800 11/30/1995 2,500,000
930,000 Cuyahoga Co., OH, Healthcare Rev............................... 4.300 12/01/1995 930,000
545,000 Cuyahoga Co., OH, IDR (Southwest Partners Ltd.)................ 4.700 12/01/1995 545,000
725,000 Cuyahoga Co., OH, IDR (Welded Ring)............................ 4.200 12/01/1995 725,000
2,470,000 Franklin Co., OH, IDR (Leveque & Assoc. Proj.)................. 4.200 12/01/1995 2,470,000
360,000 Lucas Co., OH, EDR (Cross County Inns, Inc.)................... 4.400 12/01/1995 360,000
985,000 Scioto Co., OH, Healthcare Rev. (Hillview Retirement).......... 4.200 12/01/1995 985,000
1,165,000 Gallia Co., OH, IDR (Jackson Pike Assoc.)...................... 3.850 12/15/1995 1,165,000
3,320,000 Ohio Company Tax-Exempt Mtg. Bond Trust, Ser. 2................ 4.430 12/15/1995 3,319,203
- ------------- ------------
$36,525,000 TOTAL ADJUSTABLE RATE PUT BONDS
- ------------- (Amortized Cost $36,527,221)................................ $36,527,221
------------
$228,009,500 TOTAL INVESTMENTS AT VALUE -- 100.7%
============= (Amortized Cost $228,219,069)............................... $228,219,069
OTHER ASSETS AND LIABILITIES, NET-- (0.7)% .................... (1,612,714)
-------------
NET ASSETS-- 100.0% ........................................... $226,606,355
=============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
June 30, 1995
Principal Coupon Maturity
Amount Fixed Rate Revenue & General Obligation Bonds-- 31.3% Rate Date Value
- ------------ ----------------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 100,000 Metro. Atlanta Rapid Transit Auth. Sales Tax Rev.,
Prerefunded @ 102 ........................................... 8.750% 07/01/1995 $ 102,000
150,000 Ft. Wayne, IN, Hosp. Auth., Ser. B (Ancilla Sys.),
Prerefunded @ 102 ........................................... 9.500 07/01/1995 153,000
200,000 Intermountain Power Agy., UT, Power Supply Rev., Ser. J,
Prerefunded @ 102 ........................................... 8.200 07/01/1995 204,000
585,000 Mobile, AL, Water & Sewer Rev., Ser. A, Escrowed to Maturity... 7.700 07/01/1995 585,000
250,000 Seattle, WA, Museum Auth. Rev., Prerefunded @ 100.............. 8.600 07/01/1995 250,000
325,000 Ft. Wayne, IN, Sewer Works Impt. Rev........................... 5.200 08/01/1995 325,107
200,000 Minnesota St. Various Purpose GO............................... 6.600 08/01/1995 200,399
240,000 South Carolina, GO, Prerefunded @ 102.......................... 6.200 08/01/1995 245,083
285,000 Texas Pub. Bldg. Auth. Pub. Impt. Rev., Ser. A,
Prerefunded @ 102 ........................................... 9.375 08/01/1995 291,884
550,000 Washington, MD, Suburban Sani. Dist., Prerefunded @ 102........ 8.500 08/01/1995 562,943
110,000 Austin, TX, GO, Prerefunded @ 100.............................. 9.000 09/01/1995 110,739
320,000 Kansas City, KS, Util. Sys. Rev., Escrowed to Maturity......... 4.700 09/01/1995 320,035
300,000 Austin, TX, Elec. Util. COP.................................... 5.900 09/15/1995 301,137
250,000 Salt Lake Co., UT, Water Conservancy Dist. Ref. Rev............ 5.700 10/01/1995 250,495
110,000 Pulaski Co., AK, Health Facs. Rev.
(Sisters of Charity Nazareth), Prerefunded @ 102 ............ 9.500 11/01/1995 114,144
140,000 Austin, TX, Util. Sys. Rev., Prerefunded @ 102................. 10.250 11/15/1995 145,711
125,000 Mesa Co., CO, Sales Tax Rev., Ser. A, Prerefunded @ 102........ 8.000 12/01/1995 129,629
145,000 Milwaukee, WI, GO, Ser. BV-2................................... 6.300 12/01/1995 146,152
190,000 Texas St. GO................................................... 8.800 12/01/1995 193,326
125,000 Jefferson Co., CO, School Dist. No. R-001 GO, Ser. C,
Escrowed to Maturity ........................................ 7.800 12/15/1995 126,818
500,000 Lawrence Twp., IN, Metro. School Dist. Tax
Anticipation Warrants, Ser. 1995 ............................ 5.500 12/29/1995 500,593
110,000 Indiana Muni. Power Supply Rev., Ser. A, Prerefunded @ 103..... 9.200 01/01/1996 115,507
105,000 Michigan Pub. Power Agy. Rev. (Belle River Proj.),
Prerefunded @ 101 ........................................... 7.000 01/01/1996 107,096
525,000 Piedmont, SC, Muni. Power Agy. Elec. Rev., Prerefunded @ 103... 9.700 01/01/1996 554,083
130,000 Barnwell Co., SC, GO........................................... 6.750 02/01/1996 131,996
250,000 Cobb Co., GA, School Dist. GO.................................. 6.125 02/01/1996 252,793
560,000 Ross Co., OH, GO BANS.......................................... 5.040 04/26/1996 561,269
250,000 Florida St. Board of Educ. GO, Ser. A, Prerefunded @ 102....... 7.500 06/01/1996 262,610
995,000 Covington, KY, GO TRANS........................................ 5.500 06/28/1996 999,676
110,000 Washington St. Pub. Power Supply Sys. Rev., Ser. 1990
(Nuclear Proj. #1), Prerefunded @ 103........................ 15.000 07/01/1996 124,736
- ------------- -----------
$ 8,235,000 TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
- ------------- (Amortized Cost $8,367,961)................................. $8,367,961
------------
</TABLE>
<PAGE>
<TABLE>
Principal Coupon Maturity
Amount Floating and Variable Rate Demand Notes-- 44.8% Rate Date Value
- ------------ ----------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 220,000 Muskogee, OK, IDR (Brockway, Inc.)............................. 4.500% 07/03/1995 $ 220,000
790,000 Washington Co., PA, IDA (Dynamet, Inc. Proj.).................. 4.140 07/03/1995 790,000
2,100,000 Cuyahoga Co., OH, Hosp. Impt. Rev. (University Hosp. Cleveland) 4.200 07/03/1995 2,100,000
480,000 NCNB Pooled Tax-Exempt Trust, Ser. 1990A....................... 4.500 07/03/1995 480,000
1,000,000 New Jersey EDA & EDR (Union Avenue Assoc.)..................... 4.050 07/03/1995 1,000,000
900,000 Eddyville, IA, IDR (Heartland Lysine, Inc.).................... 4.450 07/05/1995 900,000
1,000,000 Illinois Dev. Fin. Auth. MFH Rev. (Cobbler Square Proj.)....... 4.350 07/05/1995 1,000,000
1,000,000 Stark Co., OH, IDR (Wilkof-Morris Proj.)....................... 4.350 07/05/1995 1,000,000
890,000 Brooklyn Park, MN, IDR (Schmidt Proj.)......................... 4.400 07/06/1995 890,000
600,000 Larimer Co., CO, IDR, Ser. 1995B (Ultimate Support Sys.)....... 4.550 07/06/1995 600,000
1,205,000 Michigan Strategic Fund IDR (Rochester Gear, Inc.)............. 4.800 07/06/1995 1,205,000
1,300,000 Redwood Falls, MN, IDR (Zytec Corp. Proj.)..................... 4.800 07/06/1995 1,300,000
460,000 St. Cloud, MN, Hsg. & Redev. Auth. (Coborn Realty Co.)......... 4.400 07/06/1995 460,000
- ------------- ------------
$11,945,000 TOTAL FLOATING AND VARIABLE RATE DEMAND NOTES
- ------------- (Amortized Cost $11,945,000)................................ $11,945,000
------------
</TABLE>
<PAGE>
<TABLE>
Principal Coupon Maturity
Amount Adjustable Rate Put Bonds-- 26.8% Rate Date Value
- ------------ --------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 760,000 Lexington-Fayette Co., KY, Urban Gov't. Rev.
(Providence Montessori) ..................................... 4.750% 07/01/1995 $ 760,000
1,190,000 Buckeye Tax-Exempt Mtg. Bond Trust............................. 5.200 08/01/1995 1,188,481
350,000 Lansing, MI, EDR (LGH Office Bldg. Proj.)...................... 4.950 08/15/1995 350,000
1,500,000 Charleston, SC, Center Tax-Exempt Mtg. Bond Trust.............. 4.550 09/01/1995 1,500,000
160,000 Citizens Federal Tax-Exempt Mtg. Bond Trust.................... 5.050 09/01/1995 160,000
1,200,000 Owensboro, KY, IDR, Ser. 1985 (Dart Container)................. 4.100 09/01/1995 1,200,000
170,000 Cuyahoga Co., OH, IDR (Halle Office Bldg.)..................... 4.752 10/01/1995 170,000
570,000 Romulus, MI, Econ. Dev. Corp. (Airport Realty Proj.)........... 4.700 10/01/1995 570,000
250,000 Medina Co., OH, IDR (Nationwide One Proj.)..................... 4.500 11/01/1995 249,928
1,000,000 Westmoreland Co., PA, IDR (White Cons Indust.)................. 4.620 12/01/1995 1,000,000
- ------------- ------------
$ 7,150,000 TOTAL ADJUSTABLE RATE PUT BONDS
- ------------- (Amortized Cost $7,148,409)................................. $7,148,409
------------
$27,330,000 TOTAL INVESTMENTS AT VALUE -- 102.9%
============= (Amortized Cost $27,461,370)................................ $27,461,370
OTHER ASSETS AND LIABILITIES, NET-- (2.9%) .................... (769,153)
-----------
NET ASSETS-- 100.0% ........................................... $26,692,217
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CALIFORNIA TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
June 30, 1995
Principal Coupon Maturity
Amount Fixed Rate Revenue & General Obligation Bonds--39.2% Rate Date Value
- ------------ ---------------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 10,000 Northern California Power Agy. Rev. (Geothermal Proj.),
Prerefunded @ 103 ........................................... 11.500% 07/01/1995 $ 10,000
500,000 Northern California Power Agy. Rev. (Geothermal Proj.),
Prerefunded @ 102 ........................................... 9.750 07/01/1995 510,000
200,000 Northern California Power Agy. Rev. (Geothermal Proj.),
Prerefunded @ 102 ........................................... 9.500 07/01/1995 204,000
100,000 Puerto Rico Elec. Power Auth. Rev., Ser. M..................... 6.700 07/01/1995 100,000
275,000 San Francisco Bay, CA, Rapid Transit Dist.
Sales Tax Rev., Prerefunded @ 103 ........................... 8.750 07/01/1995 283,250
100,000 Southern California Public Power Auth.
Rev. (Palo Verde Project), Prerefunded @ 102.50 ............. 9.375 07/01/1995 102,500
100,000 Southern California Rapid Transit COP (Workers' Comp.)......... 5.200 07/01/1995 100,000
280,000 Fremont, CA, USD TRANS......................................... 4.500 07/06/1995 280,017
500,000 Los Angeles, CA, USD TRANS..................................... 4.500 07/10/1995 499,945
255,000 Compton, CA, COP (Convention Center Proj.), Prerefunded @ 102.. 11.125 08/01/1995 261,363
150,000 Oakland, CA, Redev. Agy. COP, Prerefunded @ 102................ 9.000 08/01/1995 153,581
750,000 San Francisco, CA, City & Co. Sewer Rev., Prerefunded @ 102.... 7.125 08/01/1995 766,673
230,000 Los Angeles, CA, Convention & Exhibition Center Auth. COP...... 6.300 08/15/1995 230,425
100,000 California Health Fac. Fin. Auth. Rev.
(Centinela Hosp. Medical Center - A), Prerefunded @ 102...... 9.375 09/01/1995 102,747
195,000 East Bay, CA, Regional Park Dist. Rev......................... 9.250 09/01/1995 196,570
100,000 Los Angeles Co., CA COP (Correctional Fac. Proj.).............. 5.200 09/01/1995 100,120
165,000 Ontario, CA, Redev. Agy. Tax Rev.
(Ontario Redev. Proj. #1), Prerefunded @ 102.50 ............. 8.750 09/01/1995 170,207
120,000 Redding, CA, Redev. Agy. Tax Rev.
(Canby, Hilltop & Cypress Redev. Proj.), Prerefunded @ 102... 8.000 09/01/1995 123,043
140,000 California Educ. Fac. Auth. Rev., 1st Series
(Univ. of Southern California), Prerefunded @ 102............ 9.200 10/01/1995 144,256
100,000 Los Angeles Co., CA, COP (Los Angeles Co. Public Property),
Prerefunded @ 101.50......................................... 10.500 10/01/1995 103,032
100,000 Modesto, CA, Irrigation Dist. COP (Geysters Geothermal),
Prerefunded @ 102............................................ 8.875 10/01/1995 103,124
500,000 San Jose & Santa Clara, CA, Clean Water Fin.
Auth. Rev., Ser. A .......................................... 6.400 10/01/1995 502,658
100,000 Brea, CA, Redev. Agy. Tax Allocation (Redev. Proj. AB),
Prerefunded @ 102.50 ........................................ 8.300 11/01/1995 103,705
170,000 California Health Fac. Fin. Auth. Rev., Ser. A
(St. Francis Memorial Hosp.), Prerefunded @ 102.............. 9.000 11/01/1995 176,011
250,000 Rancho, CA, Water Dist. COP, Prerefunded @ 102................. 9.250 11/01/1995 259,048
300,000 La Mirada, CA, Redev. Agy. Tax Allocation, Prerefunded @ 102.50 8.900 11/15/1995 312,939
400,000 California St. Dept. of Water Resources Rev., Ser. A
(Central Valley Proj.), Prerefunded @ 101.50................. 7.500 12/01/1995 412,607
100,000 Elk Grove, CA, USD Special Tax Rev............................. 8.300 12/01/1995 101,782
100,000 Glendale, CA, Redev. Agy. Rev. (Central Glendale Redev Proj.).. 6.100 12/01/1995 100,688
665,000 Tri City, CA, Hosp. Dist. COP (Imperial Muni.
Services Group, Inc.), Prerefunded @ 100..................... 9.875 02/01/1996 687,691
190,000 Tri City, CA, Hosp. Dist. COP (Imperial Muni.
Services Group, Inc.), Prerefunded @ 100..................... 9.875 02/01/1996 196,449
150,000 East Bay, CA, Muni. Util. Dist. Rev., Ser. D,
Prerefunded @ 102.50 ........................................ 7.000 04/01/1996 156,683
100,000 California St. Revenue Anticipation Warrants, Ser. C........... 5.750 04/25/1996 101,714
- ------------- ------------
$ 7,495,000 TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
- ------------- (Amortized Cost $7,656,828)................................. $ 7,656,828
------------
</TABLE>
<TABLE>
Principal Coupon Maturity
Amount Floating and Variable Rate Demand Notes-- 46.0% Rate Date Value
- ------------ ----------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 300,000 California Health Fac. Fin. Auth. Rev. (Sutter Health)......... 4.050% 07/03/95 $ 300,000
600,000 Irvine Ranch, CA, Water Dist. Rev.............................. 4.300 07/03/95 600,000
700,000 Irvine Ranch, CA, Water Dist. Rev. (1986 Cap. Impt. Proj.)..... 4.150 07/03/95 700,000
400,000 Irvine Ranch, CA, Water Dist. Rev.............................. 4.350 07/03/95 400,000
700,000 Irvine Ranch, CA, Water Dist. Rev., Ser. 1993.................. 4.350 07/03/95 $ 700,000
100,000 California PCR Fin. Auth. Rev. (Del Marva Power & Light)....... 4.350 07/03/95 100,000
200,000 California PCR Fin. Auth. Rev. (Del Marva Power & Light
- Burney Forest Proj.) ...................................... 4.350 07/03/95 200,000
400,000 California PCR Fin. Auth. Rev. (Honeylake Power)............... 4.250 07/03/95 400,000
300,000 California PCR Rev., Ser. A (Ultrapower-Rocklin)............... 4.300 07/03/95 300,000
600,000 Los Angeles Co., CA, IDA IDR (Kransco)......................... 4.150 07/05/95 600,000
880,000 California HFA Home Mtg. Rev., Ser. 1993B...................... 4.250 07/06/95 880,000
1,000,000 Corona, CA, IDA (Syroco of CA, Inc.)........................... 4.350 07/06/95 1,000,000
1,000,000 Los Angeles Co., CA, Metro Transit Auth. Rev.,
Ser. 95A (Union St. Gateway Proj.) .......................... 4.250 07/06/95 1,000,000
1,000,000 San Bernardino, CA, IDR (LaQuinta Motor Inns).................. 4.250 07/06/95 1,000,000
800,000 San Francisco Parking Auth. Rev................................ 4.400 07/06/95 800,000
- ------------- ------------
$ 8,980,000 TOTAL FLOATING AND VARIABLE RATE DEMAND NOTES
- ------------- (Amortized Cost $8,980,000)................................. $ 8,980,000
------------
</TABLE>
<TABLE>
Principal Coupon Maturity
Amount Adjustable Rate Put Bonds-- 2.6% Rate Date Value
- ------------ -------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 500,000 California Higher Educ. Student Loan Auth. Rev., Ser. 1995E.... 4.250% 12/01/1995 $ 500,000
- ------------- ------------
$ 500,000 TOTAL ADJUSTABLE RATE PUT BONDS
- ------------- (Amortized Cost $500,000)................................... $ 500,000
------------
</TABLE>
<TABLE>
Principal Coupon Maturity
Amount Commercial Paper-- 10.2% Rate Date Value
- ------------ ------------------------ -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 1,000,000 San Diego, CA, IDR, Ser. 1995 (San Diego G & E)................ 3.400% 07/12/1995 $ 1,000,000
1,000,000 California PCR Fin. Auth. Rev. (Pacific G & E)................. 4.150 09/07/1995 1,000,000
- ------------- ------------
$ 2,000,000 TOTAL COMMERCIAL PAPER
- ------------- (Amortized Cost $2,000,000)................................. $ 2,000,000
------------
$18,975,000 TOTAL INVESTMENTS AT VALUE -- 98.0%
=============
(Amortized Cost $19,136,828)................................. $19,136,828
OTHER ASSETS AND LIABILITIES, NET-- 2.0% ...................... 387,928
------------
NET ASSETS-- 100.0% ........................................... $19,524,756
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
PORTFOLIO OF INVESTMENTS
June 30, 1995
Coupon Maturity Principal
Amount Fixed Rate Revenue & General Obligation Bonds-- 37.6% Rate Date Value
- ------------ ------------------------------------------------------ -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 115,000 Collier Co., FL, Cap. Impt. Rev., Prerefunded @ 102............ 6.875% 07/01/1995 $ 117,300
100,000 Collier Co., FL, Water & Sewer Dist. Rev., Prerefunded @ 102... 8.750 07/01/1995 102,000
100,000 Florida St. GO (Broward Co. Highway Impt.), Escrowed to Maturity 9.750 07/01/1995 100,000
500,000 Florida St. GO, Ser. A (Broward Co.
Expressway Auth.), Prerefunded @ 102 ........................ 9.200 07/01/1995 510,000
500,000 Florida St. GO (Broward Co. Expressway Auth.), Prerefunded @ 102 9.800 07/01/1995 510,000
150,000 Florida St. Division of Bond Fin. Rev., Ser. E (Save Our Coast) 12.000 07/01/1995 150,000
105,000 Okaloosa Co., FL, Water & Sewer Rev., Prerefunded @ 103........ 9.500 07/01/1995 108,150
300,000 Pompano Beach, FL, Water & Sewer Rev., Prerefunded @ 102....... 7.600 07/01/1995 306,000
100,000 East Chicago, IN, CSD COP, Prerefunded @ 103................... 9.600 08/01/1995 103,430
850,000 Lee Co., FL, School Board COP, Ser. A.......................... 5.700 08/01/1995 850,707
250,000 Marion Co., FL, Solid Waste Sys. Rev........................... 5.650 08/01/1995 250,298
125,000 Palm Beach Co., FL, School Dist. GO, Ser. A, Prerefunded @ 103. 7.875 08/01/1995 129,101
200,000 Pasco Co., FL, Gas Tax Rev..................................... 6.700 08/01/1995 200,404
250,000 Hillsborough Co., FL, School Dist. GO, Prerefunded @ 102....... 8.875 09/01/1995 256,726
100,000 Sarasota, FL, Infrastructure Sales Surtax Rev.,
Prerefunded @ 102 ........................................... 6.500 09/01/1995 102,238
180,000 Dunedin, FL, Hosp. Rev. (Mease Health Care), Prerefunded @ 102. 9.250 10/01/1995 185,733
400,000 Jacksonville, FL, Elec. Auth. Rev. (St. John's River),
Prerefunded @ 102 ........................................... 10.250 10/01/1995 413,649
230,000 Jacksonville, FL, Elec. Auth. Rev. (St. John's River),
Prerefunded @ 102 ........................................... 9.375 10/01/1995 237,255
100,000 Jacksonville, FL, Elec. Auth. Rev. (St. John's River),
Prerefunded @ 101.50 ........................................ 7.000 10/01/1995 102,114
200,000 Jacksonville, FL, Elec. Auth. Rev. (St. John's River),
Prerefunded @ 101.50 ........................................ 7.375 10/01/1995 204,448
100,000 Orlando, FL, Util. Common Water & Elec. Rev.,
Escrowed to Maturity ........................................ 5.700 10/01/1995 100,658
105,000 Tallahassee, FL, Airport Sys. Rev., Ser. A..................... 6.650 10/01/1995 105,411
315,000 Tampa, FL, Util. Tax & Special Rev., Prerefunded @ 102......... 8.875 10/01/1995 324,458
250,000 Tampa, FL, Water & Sewer Rev., Ser. B.......................... 6.800 10/01/1995 251,549
100,000 Valdosta & Lowndes Co., GA, Hosp. Auth. Ref. Rev.
(South Georgia Medical Center), Escrowed to Maturity........ 6.600 10/01/1995 100,566
110,000 Allegheny Co., PA, Health Fac. Rev. (Episcopal Church),
Prerefunded @ 100 ........................................... 8.100 12/01/1995 111,826
250,000 Broward Co., FL, Health Fac. Rev. (Holy Cross Hosp.),
Prerefunded @ 102 ........................................... 8.750 12/01/1995 258,731
170,000 Broward Co., FL, Health Fac. Rev. (Holy Cross Hosp.),
Prerefunded @ 102 ........................................... 9.250 12/01/1995 177,085
225,000 Clearwater, FL, Water & Sewer Rev., Prerefunded @ 102.......... 8.100 12/01/1995 233,187
445,000 Clearwater, FL, Water & Sewer Rev., Prerefunded @ 102.......... 8.400 12/01/1995 461,734
100,000 Lake Co., FL, Sales Rev., Prerefunded @ 102.................... 7.800 12/01/1995 103,594
150,000 Palm Beach Co., FL, Solid Waste Sewer Impt. Auth. Rev.,
Prerefunded @ 102 ........................................... 10.000 12/01/1995 155,982
500,000 Lawrence Twp., IN, Metro. School Dist. Tax
Anticipation Warrants, Ser. 1995 ............................ 5.500 12/29/1995 500,593
300,000 North Broward, FL, Hosp. Dist. Rev............................. 5.000 01/01/1996 300,820
100,000 Hillsborough Co., FL, Cap. Impt. Rev., Subser. 2,
Prerefunded @ 102 ........................................... 7.200 02/01/1996 103,699
250,000 South Broward, FL, Hosp. Dist. Rev., Prerefunded @ 102......... 7.250 05/01/1996 260,419
455,000 Florida St. Board of Educ. GO, Ser. B., Prerefunded @ 102...... 7.250 06/01/1996 477,364
100,000 Ft. Lauderdale, FL, GO, Prerefunded @ 102...................... 7.600 07/01/1996 105,258
- ------------- ------------
$ 8,880,000 TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
- ------------- (Amortized Cost $9,072,487 )................................ $ 9,072,487
------------
</TABLE>
<PAGE>
<TABLE>
Principal Coupon Maturity
Amount Floating and Variable Rate Demand Notes-- 44.9% Rate Date Value
- ------------ ----------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 200,000 Dade Co., FL, IDA IDR (Dates-Pot Co., Inc.).................... 4.550% 07/03/1995 $ 200,000
1,000,000 Jacksonville, FL, Health Fac. Auth. Rev.,
Ser. 1988 (River Garden) .................................... 4.700 07/03/1995 1,000,000
200,000 Dade Co., FL, IDA IDR (Dates-Young Assoc.)..................... 4.550 07/03/1995 200,000
1,100,000 Cuyahoga Co., OH, Hosp. Impt. Rev. (University Hosp. Cleveland) 4.200 07/03/1995 1,100,000
800,000 Florida HFA Rev. (Monterey Meadows)............................ 4.000 07/05/1995 800,000
735,000 Illinois Dev. Fin. Auth. MFH Rev. (Cobbler Square Proj.)....... 4.350 07/05/1995 735,000
250,000 Subiaco, AR, IDR (Cloves Gear)................................. 4.350 07/05/1995 250,000
1,000,000 Boca Raton, FL, IDR (Parking Garage)........................... 4.375 07/06/1995 1,000,000
1,000,000 Broward Co., FL, MFH Rev. (Sawgrass Pines)..................... 4.600 07/06/1995 1,000,000
550,000 Dade Co., FL, IDA (Kantor Brothers Neckwear Co.)............... 4.400 07/06/1995 550,000
1,000,000 Florida Muni. Power Rev. (Stanton II Proj.).................... 4.200 07/06/1995 1,000,000
400,000 Lee Co., FL, HFA Rev. (Forestwood Apts. Proj. A)............... 4.000 07/06/1995 400,000
700,000 Manatee Co., FL, HFA Rev. (Hampton Ct.)........................ 4.250 07/06/1995 700,000
1,900,000 Plant City, FL, Hosp. Rev. (South Florida Baptist Hosp.)....... 4.400 07/06/1995 1,900,000
- ------------- ------------
$10,835,000 TOTAL FLOATING AND VARIABLE RATE DEMAND NOTES
- ------------- (Amortized Cost $10,835,000)................................ $10,835,000
------------
</TABLE>
<TABLE>
Principal Coupon Maturity
Amount Adjustable Rate Put Bonds-- 11.9% Rate Date Value
- ------------ --------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 725,000 Summit Co., OH, IDR (Akromold, Inc. Proj.)..................... 4.600% 11/01/1995 $ 725,000
2,135,000 Florida HFA Rev................................................ 4.250 12/15/1995 2,135,000
- ------------- ------------
$ 2,860,000 TOTAL ADJUSTABLE RATE PUT BONDS
- ------------- (Amortized Cost $2,860,000)................................. $ 2,860,000
------------
</TABLE>
<TABLE>
Principal Coupon Maturity
Amount Commercial Paper-- 4.1% Rate Date Value
- ------------ ----------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 1,000,000 Greater Orlando, FL, Aviation Tax-Exempt Notes................. 4.300% 07/31/1995 $ 1,000,000
- ------------- ------------
$ 1,000,000 TOTAL COMMERCIAL PAPER
- ------------- (Amortized Cost $1,000,000)................................ $ 1,000,000
------------
$23,575,000 TOTAL INVESTMENTS AT VALUE -- 98.5%
============= (Amortized Cost $23,767,487)................................ $23,767,487
OTHER ASSETS AND LIABILITIES, NET-- 1.5% ...................... 351,085
------------
NET ASSETS-- 100.0% ........................................... $24,118,572
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TAX-FREE INTERMEDIATE TERM FUND
PORTFOLIO OF INVESTMENTS
June 30, 1995
Principal Coupon Maturity
Amount Municipal Bonds Rate Date Value
- ------------ --------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
ALABAMA -- .2%
$ 200,000 Montgomery Co., AL, Waterworks & Sani. Sewer Rev.,
Prerefunded @ 100 ........................................... 9.700% 03/01/1996 $ 207,828
------------
ALASKA -- .5%
385,000 Alaska St. HFC Rev............................................. 7.650 12/01/2010 407,811
60,000 Alaska St. HFC Coll. Home Mtg. Rev............................. 7.250 12/01/2011 60,823
------------
468,634
------------
ARIZONA -- 2.3%
500,000 Pima Co., AZ, USD No. 1 (Tuscon), Prerefunded @ 102............ 6.750 07/01/1998 543,255
400,000 Arizona Educ. Loan Mkt. Corp. Rev., Ser. A..................... 6.700 03/01/2000 420,664
600,000 Maricopa Co., AZ, School Dist. Rev., Ser. 1991C (Tempe Elem.).. 8.000 07/01/2004 722,436
255,000 Maricopa Co., AZ, SFM Rev., Ser. 1991.......................... 7.375 08/01/2005 273,230
------------
1,959,585
------------
CALIFORNIA -- 2.7%
245,000 California Health Fac. Auth. Rev. (Stanford Univ. Hosp.),
Prerefunded @ 102 ........................................... 7.125 11/01/1996 259,690
300,000 California St. Public Works Dept. of Corrections Rev.,
Prerefunded @ 102 ........................................... 7.375 11/01/1996 319,281
500,000 Santa Clara Co., CA, Hsg. Auth. ARPB (Orchard Glen Apts.)...... 5.250 11/01/1998 502,985
490,000 Sacramento Co., CA, MFH ARPB (Fairway One Apts.)............... 5.875 02/01/2003 496,238
500,000 Santa Monica, CA, Redev. Agy. Lease Rev........................ 6.000 07/01/2003 524,245
250,000 California HFA Multi-Unit Rental Rev., Ser. B.................. 6.500 08/01/2005 259,882
------------
2,362,321
------------
DELAWARE -- 1.2%
500,000 Delaware St. GO................................................ 7.100 05/01/1996 501,435
500,000 Delaware St. Transit Auth. Rev................................. 6.100 07/01/2002 531,855
------------
1,033,290
------------
FLORIDA -- 1.0%
100,000 Hillsborough Co., FL, Cap. Impt. Rev., Subser. 2,
Prerefunded @ 102 ........................................... 8.300 02/01/1996 104,649
500,000 Florida HFA MFH ARPB, Ser. B (Hampton Lakes II Proj.).......... 5.700 04/01/2001 508,580
200,000 Florida St. GO................................................. 6.500 05/01/2004 203,868
------------
817,097
------------
GEORGIA -- 1.2%
255,000 Atlanta, GA, Airport Extension & Impt. Rev.,
Escrowed to Maturity ........................................ 7.250 01/01/1998 272,121
700,000 Fulton Co., GA, Water & Sewer Rev., Ser. 1986,
Prerefunded @ 101 ........................................... 6.800 01/01/2000 766,500
------------
1,038,621
------------
HAWAII -- 1.9%
500,000 Honolulu, HI, City & Co. GO, Prerefunded @ 101.50.............. 7.400 07/01/1997 538,075
1,000,000 Honolulu, HI, City & Co. GO, Ser. D, Escrowed to Maturity...... 6.300 12/01/1998 1,064,880
------------
1,602,955
------------
ILLINOIS -- 4.4%
500,000 Aurora, IL, MFH Rev., Ser. 1988 (Fox Valley)................... 7.750 09/01/1998 531,080
480,000 Hoffman Estates, IL, MFH ARPB (Park Place Apts.)............... 7.000 11/30/1998 494,875
500,000 Joliet, IL, Gas Supply Rev. (Peoples Gas Light & Coke)......... 8.000 06/01/1999 560,685
1,000,000 Illinois St. GO................................................ 6.250 12/01/2001 1,036,490
660,000 Alsip, IL, MFH ARPB, Ser. A (Woodland Ct.)..................... 5.125 11/01/2003 647,836
500,000 Chicago, IL, Public Bldg. Comm. Rev., Escrowed to Maturity..... 7.700 01/01/2008 540,565
------------
3,811,531
------------
INDIANA -- 3.7%
1,500,000 Indianapolis, IN, Local Public Impt. Rev., Ser. A,
Prerefunded @ 102 ........................................... 6.500 01/15/1998 1,609,305
1,000,000 Indiana Bond Bank Special Prog. Rev., Ser. A1.................. 6.650 01/01/2004 1,065,360
500,000 Indiana HFA Multi-Unit Mtg. Prog. Rev., Ser. 1992A............. 6.600 01/01/2012 515,285
------------
3,189,950
------------
IOWA -- 1.4%
$ 250,000 Iowa Student Loan Liquidity Corp. Rev.......................... 6.400 07/01/2004 262,548
435,000 Iowa HFA Rev................................................... 6.500 07/01/2006 455,815
240,000 Iowa Student Loan Liquidity Corp. Rev.......................... 6.600 07/01/2008 249,902
250,000 Cedar Rapids, IA, Hosp. Fac. Rev. (St. Luke's Methodist Hosp.). 6.000 08/15/2009 252,050
------------
1,220,315
------------
KENTUCKY -- 2.4%
675,000 Owensboro, KY, Elec. Light & Power Rev., Prerefunded @ 102..... 0.000 01/01/2000 787,705
500,000 Louisville & Jefferson Co., KY, Airport Auth. System Rev....... 5.125 07/01/2004 494,150
750,000 Kentucky St. Turnpike Auth. EDR (Revitalization Proj.)......... 5.250 07/01/2005 751,732
------------
2,033,587
------------
LOUISIANA -- 1.8%
500,000 Louisiana St. Recovery Dist. Sales Tax Rev..................... 7.625 07/01/1996 511,555
440,000 Louisiana Public Fac. Auth. Rev. (Medical Ctr. of Louisiana)... 6.000 10/15/2003 460,007
500,000 West Ouachita Parish, LA, School Dist. GO, Ser. A.............. 6.700 03/01/2006 539,490
------------
1,511,052
------------
MAINE -- .7%
600,000 Maine St. GO................................................... 6.250 07/01/2000 643,512
------------
MARYLAND -- 1.3%
500,000 Maryland St. Health & Higher Educ. Fac. Auth. Rev.
(Univ. of Maryland Medical Sys.) ............................ 6.500 07/01/2001 543,330
500,000 Maryland St. Comm. Dev. Admin. Rev............................. 8.500 04/01/2002 533,720
------------
1,077,050
------------
MASSACHUSETTS -- 2.4%
750,000 Massachusetts St. Indust. Fin. Agy. ARPB (Asahi/America, Inc.). 5.100 03/01/1999 754,995
500,000 New England Educ. Loan Mkt. Corp. Rev., Ser. 1992A............. 6.500 09/01/2002 530,460
500,000 New England Educ. Loan Mkt. Corp. Rev., Ser. 1992B............. 6.600 09/01/2002 533,395
250,000 Massachusetts St. HFA MFH Rev.................................. 9.000 12/01/2009 260,610
------------
2,079,460
------------
MICHIGAN -- 3.1%
1,000,000 Michigan St. Bldg. Auth. Rev., Ser. I.......................... 5.200 10/01/1995 1,003,680
1,000,000 Michigan St. Bldg. Auth. Rev., Ser. II......................... 6.400 10/01/2004 1,080,550
600,000 Kalamazoo, MI, Hosp. Fin. Auth. Rev., Ser. A
(Borgess Medical Ctr.) ...................................... 5.000 06/01/2006 573,216
------------
2,657,446
------------
MISSISSIPPI -- .6%
500,000 Mississippi Higher Educ. Rev., Ser. B.......................... 6.100 07/01/2001 515,675
------------
NEBRASKA -- .9%
60,000 Nebraska Invest. Fin. Auth. SFM Rev., Ser. A................... 8.600 05/15/1997 61,800
705,000 Nebraska Invest. Fin. Auth. Rev., Ser. 1989
(Foundation for Educ. Fund) ................................. 7.000 11/01/2009 742,485
------------
804,285
------------
NEVADA -- 1.9%
1,000,000 Las Vegas, NV, GO, Sewer Impt. Rev............................. 6.500 10/01/2006 1,062,910
500,000 Washoe Co., NV, GO............................................. 7.375 07/01/2009 547,385
------------
1,610,295
------------
NEW HAMPSHIRE -- .5%
400,000 New Hampshire Higher Educ. Rev. (Dartmouth College)............ 5.250 06/01/2008 390,816
------------
NEW YORK -- 1.3%
415,000 New York, NY, GO, Prerefunded @ 102............................ 8.000 08/01/1997 455,168
500,000 New York Local Gov't. Asst. Corp. Rev., Ser. 1991B............. 7.000 04/01/2002 557,265
85,000 New York, NY, GO............................................... 8.000 08/01/2005 92,304
------------
1,104,737
------------
NORTH CAROLINA -- 2.8%
$ 1,065,000 Durham, NC, COP................................................ 6.375% 12/01/2006 $ 1,132,968
1,200,000 Asheville, NC, GO.............................................. 6.100 03/01/2008 1,261,848
------------
2,394,816
------------
OHIO -- 24.7%
1,500,000 Cuyahoga Co., OH, Hosp. Impt. VRDN (Univ. Hosp. Cleveland)..... 4.200 07/03/1995 1,500,000
750,000 Youngstown, OH, CSD RANS, Ser. 1994............................ 5.300 06/15/1996 752,752
245,000 Ohio HFA Mtg. Rev., Ser. A-1................................... 4.400 09/01/1996 245,512
500,000 Ohio St. Bldg. Auth. Rev., Ser. A.............................. 7.150 03/01/1999 543,255
1,000,000 Ohio St. Higher Educ. Fac. Rev. (Oberlin College),
Prerefunded @ 102 ........................................... 7.100 10/01/1999 1,101,770
700,000 Franklin Co., OH, Dev. & Ref. Rev., Ser. 1993
(American Chemical Soc.) .................................... 5.500 04/01/2000 699,930
500,000 Franklin Co., OH, Rev. (Online Computer Library Ctr.).......... 5.500 04/15/2000 499,325
500,000 Columbus, OH, CSD GO, Prerefunded @ 102........................ 7.000 12/01/2000 563,740
1,000,000 Franklin Co., OH, IDR Ref. Rev. (Hoover Universal, Inc.)....... 5.850 06/01/2002 1,019,860
950,000 Akron, Bath & Copley, OH, Joint Twp. Hosp. Rev.
(Summa Health Systems) ...................................... 5.900 11/15/2002 987,288
850,000 Columbus, OH, CSD GO, Prerefunded @ 102........................ 6.650 12/01/2002 957,959
270,000 Warren Co., OH, Hosp. Fac. Rev. (Otterbein Home)............... 7.000 07/01/2003 291,492
870,000 Lorain Co., OH, Hosp. Fac. Rev. (EMH Regl. Medical Ctr.)....... 5.000 11/01/2003 855,401
500,000 Hamilton Co., OH, Hosp. Fac. Rev. (Episcopal Retirement Home).. 6.600 01/01/2004 531,545
1,000,000 Columbus, OH, GO............................................... 4.950 06/15/2004 1,000,690
1,000,000 Ohio St. Natural Resources Fac. GO, Ser. B..................... 4.250 10/01/2004 927,370
425,000 Lorain Co., OH, Hosp. Fac. Rev. (EMH Regl. Medical Ctr.)....... 5.100 11/01/2004 423,096
485,000 Ohio St. Econ. Dev. Comm. Rev. (Cheryl & Co.).................. 5.500 12/01/2004 495,340
625,000 Cuyahoga Co., OH, Util. Sys. Impt. & Ref. Rev., Ser. 1995B..... 5.500 08/15/2005 625,431
1,005,000 Franklin Co., OH, Health Care Fac. Rev. (First Comm. Village).. 6.000 06/01/2006 969,111
1,000,000 Ohio St. Water Dev. Auth. PCR, Ser. 1995....................... 5.200 06/01/2006 986,040
400,000 Painesville, OH, Elec. Rev..................................... 6.000 11/01/2006 412,060
500,000 Delaware Co., OH, GO........................................... 5.250 12/01/2006 494,900
1,000,000 Mahoning Co., OH, GO........................................... 6.600 12/01/2006 1,088,780
500,000 Hamilton Co., OH, Hosp. Fac. Rev. (Episcopal Retirement Home).. 6.800 01/01/2008 527,275
800,000 West Clermont, OH, LSD GO...................................... 6.150 12/01/2008 839,488
500,000 Hamilton Co., OH, Hosp. Fac. Rev. (Bethesda Hosp.)............. 7.000 01/01/2009 521,525
600,000 Franklin Co., OH, GO........................................... 5.450 12/01/2009 592,890
750,000 Univ. of Cincinnati General Receipts, Ser. G................... 7.000 06/01/2011 811,493
------------
21,265,318
------------
PENNSYLVANIA -- 3.6%
840,000 Chartiers Valley, PA, Comm. Dev. ARPB
(Colonial Bldg. Partners Proj.) ............................. 5.625 12/01/1997 845,216
1,000,000 Washington Co., PA, Auth. Lease Rev., Prerefunded @ 103........ 7.450 06/15/2000 1,147,050
500,000 Pennsylvania St., IDR, Ser. A, Prerefunded @ 102............... 7.000 07/01/2001 564,580
500,000 Pennsylvania Fin. Auth. Muni. Cap. Impt. Proj. Rev............. 6.600 11/01/2009 515,810
------------
3,072,656
------------
PUERTO RICO -- 1.2%
175,000 Puerto Rico Commonwealth GO, Prerefunded @ 102................. 7.125 07/01/1997 188,515
825,000 Puerto Rico Commonwealth GO.................................... 7.125 07/01/2002 877,347
------------
1,065,862
------------
SOUTH CAROLINA -- 2.8%
1,000,000 Piedmont, SC, Muni. Power Agy. Rev., Ser. A.................... 6.000 01/01/2002 1,064,620
525,000 South Carolina St. GO, Ser. A.................................. 6.000 03/01/2004 560,144
725,000 Richland-Lexington, SC, Airport Dist. Rev., Ser. 1995
(Columbia Metro.) ........................................... 6.000 01/01/2008 734,947
------------
2,359,711
------------
TENNESSEE -- .7%
525,000 Southeast, TN, Tax-Exempt Mtg. Trust ARPB, Ser. 1990........... 7.250 04/01/2003 569,420
------------
TEXAS -- 13.0%
510,000 Pasadena, TX, IDR (Univ. Space Research Assn.)................. 6.650 10/01/1996 520,435
5,000 Lancaster, TX, ISD GO.......................................... 9.700 02/01/1997 5,426
260,000 Lancaster, TX, ISD GO, Escrowed to Maturity.................... 9.700 02/01/1997 282,162
$ 500,000 Texas Turnpike Auth. Rev. (Dallas N. Tollway),
Prerefunded @ 102 ........................................... 7.250 01/01/1999 553,000
360,000 Texas St. Hsg. Agy. SFM Rev.................................... 9.000 03/01/1999 370,350
500,000 Fort Worth, TX, Water & Sewer Rev., Prerefunded @ 100.......... 6.500 02/15/2001 542,710
500,000 Houston, TX, Sr. Lien Rev., Ser. A
(Hotel Tax & Parking Fac.), Prerefunded @ 100 ............... 7.000 07/01/2001 559,260
1,000,000 Texas National Research Lab. Fin. Corp. Lease Rev.,
Prerefunded @ 102 ........................................... 6.850 12/01/2001 1,120,930
500,000 N. Texas Higher Educ. Student Loan Rev., Ser. 1991A............ 6.875 04/01/2002 534,355
1,000,000 Garland, TX, GO, Ser. B........................................ 5.000 08/15/2003 994,660
580,000 Texas St. Veterans GO.......................................... 8.000 12/01/2003 602,040
625,000 Texas St. Veterans GO.......................................... 8.000 12/01/2005 650,869
785,000 Ennis, TX, ISD Ref. & Impt. GO................................. 5.400 08/15/2006 786,154
750,000 Harris Co., TX, Ref. Rev. (Toll Road).......................... 5.000 08/15/2007 717,720
500,000 N. Central, TX, Health Fac. Rev. (Baylor Health Care),
Indexed Inverse Floater ..................................... 7.440 05/15/2008 537,965
515,000 Irving, TX, GO................................................. 5.500 09/15/2009 512,440
550,798 Midland, TX, HFC Rev., Ser. A2................................. 8.450 12/01/2011 607,254
515,000 Irving, TX, GO................................................. 5.500 09/15/2012 500,997
485,000 Irving, TX, GO................................................. 5.500 09/15/2013 469,781
315,000 Irving, TX, GO................................................. 5.500 09/15/2014 303,402
------------
11,171,910
------------
UTAH -- 1.4%
70,000 Intermountain Power Agy., UT, Power Supply Rev.,
Ser. I, Prerefunded @ 100 ................................... 7.000 07/01/1995 70,006
200,000 Utah St. HFA MFM Rev. (Colony Apts.)........................... 7.750 01/01/1997 204,020
870,000 Utah St. School Dist. Fin. Corp. Rev........................... 8.375 08/15/1998 963,186
------------
1,237,212
------------
VIRGINIA -- 5.2%
500,000 Chesterfield Co., VA, GO, Ser. B............................... 6.200 01/01/1999 530,585
1,000,000 Henrico Co., VA, IDA Rev....................................... 5.800 08/01/1999 1,044,570
1,060,000 Norfolk, VA, Indust. Dev. Hosp. Rev.
(Sentara Hosp.), Prerefunded @ 102 .......................... 7.000 11/01/2000 1,191,408
750,000 Virginia St. Public School Auth. Rev., Ser. B.................. 5.850 01/01/2002 790,972
500,000 Chesapeake, VA, GO............................................. 5.900 08/01/2005 527,840
345,000 Norfolk, VA, Redev. & Hsg. Auth. Educ. Fac. Rev.
(Tidewater Comm. College) ................................... 5.500 11/01/2006 342,675
------------
4,428,050
------------
WASHINGTON -- 5.0%
245,000 Washington St. GO, Prerefunded @ 100........................... 9.200 05/01/1996 255,888
750,000 Seattle, WA, Drain & Wastewater Util. Rev...................... 7.000 12/01/1999 795,652
1,000,000 Seattle, WA, Muni. Metro. Sewer Rev., Prerefunded @ 102........ 6.875 01/01/2000 1,106,150
440,000 Port of Everett, WA, Rev....................................... 6.500 04/01/2000 442,108
1,000,000 Washington St. Motor Vehicle Fuel Tax Ref. GO.................. 6.000 09/01/2004 1,057,890
300,000 Washington St. Hsg. Fin. Comm. Rev. (Gonzaga Univ.)............ 5.650 07/01/2007 295,128
335,000 Washington St. GO, Ser. A...................................... 6.400 03/01/2009 346,189
------------
4,299,005
------------
WEST VIRGINIA -- .6%
500,000 West Virginia Econ. Dev. Auth. Rev. (N. American Processing Co.) 7.850 11/01/2009 514,431
------------
WISCONSIN -- 3.0%
605,000 Village of Dresser, WI, PCR Ref. Rev. (F & A Dairy, Inc.)...... 6.000 05/01/2000 608,969
500,000 Wisconsin Public Power System Rev., Ser. A, Prerefunded @ 102.. 7.500 07/01/2000 571,135
700,000 Racine, WI, School Dist. GO.................................... 5.000 04/01/2003 697,718
750,000 Wisconsin St. Health & Educ. Fac. Auth. Rev.
- ------------ (Hosp. Sisters Service, Inc.) .............................. 5.000 06/01/2003 737,940
------------
2,615,762
------------
$83,265,798 TOTAL MUNICIPAL BONDS -- 101.4%
============= (Amortized Cost $85,335,134)................................ $87,134,195
OTHER ASSETS AND LIABILITIES, NET-- (1.4)% .................... (1,180,234)
------------
NET ASSETS-- 100.0% ........................................... $85,953,961
============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OHIO INSURED TAX-FREE FUND
PORTFOLIO OF INVESTMENTS
June 30,1995
Principal Coupon Maturity
Amount Fixed Rate Revenue & General Obligation Bonds-- 98.0% Rate Date Value
- ------------ ----------------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 470,000 Clermont Co., OH, Hosp. Fac. Rev. (Mercy Health Care),
Prerefunded @ 102 ........................................... 7.500% 09/01/1999 $ 531,203
500,000 Ohio St. Bldg. Auth. Local Jail Rev., Prerefunded @ 102........ 7.350 04/01/2000 558,840
500,000 Ohio St. Higher Educ. Fac. Rev. (Ohio Northern Univ.),
Prerefunded @ 100 ........................................... 7.250 05/15/2000 556,315
105,000 Puerto Rico Hsg. Fin. Corp. SFM Rev., Ser. A (Portfolio One)... 7.800 10/01/2000 111,335
500,000 Akron, Bath & Copley, OH, Joint Twp. Hosp. Rev.
(Children's Hosp.), Prerefunded @ 102 ....................... 7.450 11/15/2000 573,935
500,000 Franklin Co., OH, Convention Fac. Auth. Tax & Lease Rev.,
Prerefunded @ 102 ........................................... 7.000 12/01/2000 563,740
500,000 Fairfield Co., OH, Hosp. Fac. Rev.
(Lancaster-Fairfield Hosp.), Prerefunded @ 102 .............. 7.100 06/15/2001 569,020
250,000 Franklin Co., OH, IDR (1st Community Village Healthcare),
Crossover Refunded .......................................... 10.125 08/01/2001 311,963
30,000 Clermont Co., OH, Hosp. Fac. Rev. Ser. A (Mercy Health Sys.),
Prerefunded @ 100 ........................................... 7.500 09/01/2001 34,433
500,000 Clermont Co., OH, Sewer System Rev., Ser. 1991,
Prerefunded @ 102 ........................................... 7.100 12/01/2001 572,925
1,260,000 Cleveland, OH, Waterworks Impt. Rev., Prerefunded @ 102........ 6.500 01/01/2002 1,395,450
40,000 Ohio St. Bldg. Auth. Rev. (Frank Lausch Proj.),
Prerefunded @ 100 ........................................... 10.125 04/01/2003 50,134
160,000 Ohio St. Bldg. Auth. Rev. (Columbus St. Proj.),
Prerefunded @ 100 ........................................... 10.125 04/01/2003 201,158
290,000 Alliance, OH, CSD GO........................................... 6.900 12/01/2006 322,802
725,000 Cleveland, OH, Waterworks Rev.................................. 6.250 01/01/2007 762,533
1,000,000 Trumbull Co., OH, GO........................................... 5.250 12/01/2007 988,280
1,420,000 Stow, OH, Safety Center Const., GO............................. 6.150 12/01/2007 1,463,466
750,000 Ohio Municipal Elec. Generation Agency Joint Venture Rev....... 5.500 02/15/2008 742,553
1,430,000 Montgomery Co., OH, Hosp. Rev. (Sisters of Charity)............ 6.250 05/15/2008 1,501,414
520,000 Cleveland St. Univ. General Receipts........................... 5.375 06/01/2008 514,015
500,000 Hamilton, OH, Elec. System Rev., Ser. A........................ 6.125 10/15/2008 522,815
500,000 Cleveland, OH, Waterworks Impt. Rev., Ser. G (First Mtg.)...... 5.500 01/01/2009 494,835
775,000 Akron, OH, Waterworks System Mtg. Impt. Rev., Ser. 1994....... 5.900 03/01/2009 785,951
1,000,000 Franklin Co., OH, Hosp. Impt. Rev. (Holy Cross Health System).. 7.625 06/01/2009 1,123,070
500,000 Mansfield, OH, Hosp. Impt. Rev. (Mansfield General)............ 6.700 12/01/2009 541,100
250,000 Ohio St. Water Dev. Auth. Ref. & Impt. Rev.
(Pure Water), Escrowed to Maturity .......................... 7.000 12/01/2009 276,698
500,000 Ohio Capital Corp. MFH Rev..................................... 7.500 01/01/2010 540,305
500,000 Hamilton, OH, Water System Mtg. Rev., Ser. 1991A............... 6.400 10/15/2010 525,350
500,000 Montgomery Co., OH, Garbage & Refuse Rev., Ser. A.............. 7.100 11/01/2010 545,240
500,000 Butler Co., OH, Hosp. Fac. Rev. (Middletown Regional Hosp.).... 6.750 11/15/2010 543,085
1,000,000 Chillicothe, OH, Water System Mtg. Ref. Rev.................... 5.400 12/01/2010 966,450
500,000 St. Mary's, OH, Elec. System Rev............................... 7.150 12/01/2010 553,095
1,000,000 Canton, OH, Waterworks System GO, Ser. 1995.................... 5.750 12/01/2010 991,870
500,000 Cleveland, OH, Waterworks Impt. Rev............................ 6.500 01/01/2011 525,285
285,000 Cuyahoga Co., OH, Hosp. Rev. (University Hosp.),
Escrowed to Maturity ........................................ 9.000 06/01/2011 329,263
1,700,000 Ohio St. Water Dev. Auth. Rev.................................. 5.700 06/01/2011 1,671,984
500,000 Montgomery Co., OH, Sewer System Ref. Rev.
(Gtr. Moraine Beavercreek) .................................. 5.600 09/01/2011 491,610
605,000 Ohio HFA SFM Rev., Ser. D...................................... 7.000 09/01/2011 641,554
365,000 Bexley, OH, CSD GO............................................. 7.125 12/01/2011 424,243
500,000 Greene Co., OH, Water System Rev............................... 6.850 12/01/2011 545,975
500,000 Maple Heights, OH, Various Purpose GO.......................... 7.000 12/01/2011 552,300
425,000 Ohio St. Water Dev. Auth. PCR (Water Control Loan)............. 6.000 12/01/2011 431,141
500,000 Stark Co., OH, Various Purpose GO.............................. 7.050 12/01/2011 550,510
530,000 Urbana, OH, Wastewater Impt. GO................................ 7.050 12/01/2011 597,294
600,000 Westerville, OH, Water System Impt. GO......................... 6.450 12/01/2011 621,792
1,000,000 Hamilton Co., OH, Hosp. Ref. Rev. (Bethesda Hosp.)............. 6.250 01/01/2012 1,028,110
500,000 Cleveland, OH, GO, Ser. A...................................... 6.375 07/01/2012 518,525
500,000 Summit Co., OH, GO............................................. 6.900 08/01/2012 547,580
1,095,000 West Clermont, OH, LSD GO...................................... 6.900 12/01/2012 1,208,398
500,000 Brunswick, OH, CSD GO......................................... 6.900 12/01/2012 547,320
500,000 Cuyahoga Heights, OH, LSD Impt. Rev............................ 5.700 12/01/2012 488,645
500,000 Ohio St. Higher Educ. Fac. Rev. (Univ. of Dayton).............. 7.250 12/01/2012 555,175
500,000 Springfield, OH, LSD GO........................................ 6.600 12/01/2012 535,250
500,000 Summit Co., OH, Various Purpose GO............................. 6.625 12/01/2012 535,985
500,000 Warrensville Heights, OH, GO................................... 6.400 12/01/2012 524,840
500,000 Worthington, OH, CSD Ref. GO................................... 6.375 12/01/2012 520,120
1,250,000 Cleveland St. Univ. General Receipts........................... 5.500 06/01/2013 1,189,775
415,000 Ohio HFA SFM Rev., Ser. 1990D.................................. 7.500 09/01/2013 444,938
800,000 Franklin Co., OH, Convention Fac. Auth. Tax & Lease Rev........ 5.800 12/01/2013 787,512
1,000,000 Hamilton Co., OH, Hosp. Rev. (Sisters of Charity).............. 6.250 05/15/2014 1,025,820
500,000 Ohio St. Bldg. Auth. Rev., Ser. 94A (Juvenile Correctional Bldg.) 6.600 10/01/2014 529,485
500,000 Mahoning Co., OH, Hosp. Impt. Rev. (YHA, Inc.)................. 7.000 10/15/2014 548,260
290,000 Garfield Heights, OH, Various Purpose GO....................... 6.300 12/01/2014 300,742
1,000,000 Portage Co., OH, GO............................................ 6.200 12/01/2014 1,025,440
460,000 Bedford Heights, OH, GO........................................ 6.500 12/01/2014 485,015
1,250,000 Maumee, OH, Hosp. Fac. Rev. Bonds, Ser. 1994
(St. Luke's Hosp. Proj.) .................................... 5.800 12/01/2014 1,215,875
530,000 Ottawa Co., OH, GO............................................. 5.750 12/01/2014 518,457
290,000 Northwest, OH, LSD GO.......................................... 7.050 12/01/2014 320,444
1,000,000 Clermont Co., OH, Hosp. Fac. Rev. (Mercy Health System)........ 5.875 09/01/2015 977,380
500,000 Ohio St. Higher Educ. Fac. Rev. (Univ. of Dayton).............. 6.750 12/01/2015 538,915
550,000 Cambridge, OH, Water System Mtg. Rev........................... 5.500 12/01/2015 524,673
1,000,000 Tuscarawas, OH, LSD GO, Ser. 1995.............................. 6.600 12/01/2015 1,068,240
700,000 Canton, OH, Waterworks System GO, Ser. 1995.................... 5.850 12/01/2015 686,077
1,000,000 Akron, Bath & Copley, OH, Joint Twp. Hosp. Rev.
(Akron General Proj.) ....................................... 5.500 01/01/2016 945,950
500,000 Cleveland, OH, Waterworks Impt. Rev............................ 6.250 01/01/2016 512,235
750,000 Columbus-Polaris Hsg. Corp. Ohio Mtg. Rev., Prerefunded @100... 7.400 01/01/2016 890,805
500,000 Ohio St. Air Quality Dev. Rev. (Ohio Edison)................... 7.450 03/01/2016 553,730
1,110,000 Ohio HFA SFM Rev., Ser. 1991D.................................. 7.050 09/01/2016 1,174,735
440,000 Ohio HFA SFM Rev., Ser. 1990F.................................. 7.600 09/01/2016 467,434
500,000 Celina, OH, Wastewater System Mtg. Rev......................... 6.550 11/01/2016 527,440
1,000,000 Cleveland, OH, Public Power System Rev......................... 7.000 11/15/2016 1,130,140
750,000 Montgomery Co., OH, Hosp. Rev. (Miami Valley Hosp.)............ 6.250 11/15/2016 764,310
705,000 Big Walnut, OH, LSD GO (Community Library Proj.)............... 6.650 12/01/2016 765,947
590,000 Garfield Heights, OH, Various Purpose GO....................... 7.050 12/01/2016 647,832
850,000 Alliance, OH, Waterworks System Rev............................ 6.650 10/15/2017 907,018
500,000 Toledo, OH, Sewer System Rev................................... 6.350 11/15/2017 517,150
675,000 Reynoldsburg, OH, CSD GO....................................... 6.550 12/01/2017 721,919
450,000 Mason, OH, Waterworks System Mtg. Rev.......................... 6.000 12/01/2017 451,895
750,000 Olmstead Falls, OH, CSD GO..................................... 5.850 12/15/2017 734,378
500,000 Ohio St. Air Quality Rev., Ser. 1990B (Ohio Edison)............ 7.100 06/01/2018 548,300
500,000 Newark, OH, Water System Impt. Rev............................. 6.000 12/01/2018 502,275
35,000 Ohio Water Dev. Auth. Ref. Rev................................. 9.375 12/01/2018 36,803
500,000 Seneca Co., OH, Jail Fac. GO................................... 6.500 12/01/2018 533,700
500,000 Franklin Co., OH, Hosp. Rev., Ser. 1991 (Mt. Carmel)........... 6.750 06/01/2019 538,515
500,000 Crawford Co., OH, GO........................................... 6.750 12/01/2019 545,250
360,000 Cuyahoga Co., OH, Hosp. Rev. (University Hosp.)................ 6.250 01/15/2020 365,209
500,000 Lucas Co., OH, Hosp. Impt. Rev. (St. Vincent).................. 6.750 08/15/2020 548,065
1,000,000 Ohio St. Air Qual. Dev. Rev., Ser. 1985A
(Columbus Southern Power) ................................... 6.375 12/01/2020 1,028,070
750,000 Fairfield, OH, CSD GO.......................................... 6.000 12/01/2020 750,525
200,000 Montgomery Co., OH, Hosp. Rev. (Sisters of Charity)............ 6.625 05/15/2021 210,424
460,000 Westerville, Minerva Park & Blendon, OH, Joint Hosp.
Dist. Rev. (St. Ann's) ...................................... 7.100 09/15/2021 508,640
1,000,000 Clermont Co., OH, Hosp. Fac. Rev. (Mercy Health System)........ 6.733 10/05/2021 1,068,780
1,000,000 Hamilton, OH, Water System Mtg. Rev., Ser. 1991A............... 6.300 10/15/2021 1,023,840
1,310,000 Cuyahoga Co., OH, Hosp. Rev. (Mt. Sinai)....................... 6.625 11/15/2021 1,389,714
1,000,000 Adams Co., Ohio Valley, LSD GO................................. 5.250 12/01/2021 911,000
1,000,000 Kent St. Univ. General Receipts................................ 6.500 05/01/2022 1,052,720
1,000,000 Ohio St. Higher Educ. Fac. Rev. (Case Western Res. Univ.)...... 6.000 10/01/2022 995,890
510,000 Fremont, OH, Hsg. Dev. Corp. Mtg. Ref. Rev.
(Little Bark View, Sect. 8) ................................. 10.125 03/01/2023 531,675
650,000 Ohio St. Air Quality Dev. Auth. PCR, Ser. 1994 (Penn Power).... 6.150 08/01/2023 655,675
250,000 Puerto Rico Hsg. Fin. Corp. Rev................................ 6.850 10/15/2023 260,856
1,000,000 Ohio St. Air Quality Dev. Auth. PCR (Penn Power)............... 6.450 05/01/2027 1,031,100
- ------------- ------------
$70,710,000 TOTAL FIXED RATE REVENUE & GENERAL OBLIGATION BONDS
- ------------- (Amortized Cost $70,372,336)................................ $74,065,269
------------
</TABLE>
<PAGE>
<TABLE>
Principal Coupon Maturity
Amount Floating and Variable Rate Demand Notes-- .9% Rate Date Value
- ------------ --------------------------------------------- -------- ---------- ---------
<C> <S> <C> <C> <C>
$ 700,000 Ohio St. Infrastructure GO..................................... 4.100% 07/06/1995 $ 700,000
- ------------- ------------
$ 700,000 TOTAL FLOATING AND VARIABLE RATE DEMAND NOTES
- ------------- (Amortized Cost $700,000)................................... $ 700,000
------------
$71,410,000 TOTAL INVESTMENTS AT VALUE -- 98.9%
============= (Amortized Cost $71,072,336)................................ $74,765,269
OTHER ASSETS AND LIABILITIES, NET-- 1.1% ..................... 792,986
------------
NET ASSETS-- 100.0% ........................................... $75,558,255
============
</TABLE>
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders and Board of Trustees of the Midwest Group Tax Free Trust:
We have audited the accompanying statements of assets and liabilities of the
Ohio Tax-Free Money Fund, Tax-Free Money Fund, Tax-Free Intermediate Term Fund,
Ohio Insured Tax-Free Fund, California Tax-Free Money Fund and Royal Palm
Florida Tax-Free Money Fund of the Midwest Group Tax Free Trust (a Massachusetts
business trust), including the portfolios of investments, as of June 30, 1995,
and the related statements of operations for the year then ended, the statements
of changes in net assets for each of the two years in the period then ended and
the financial highlights for the periods indicated thereon. These financial
statements and financial highlights are the responsibility of the Trust's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of June
30, 1995, by correspondence with custodians and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial positions of the
Ohio Tax-Free Money Fund, Tax-Free Money Fund, Tax-Free Intermediate Term Fund,
Ohio Insured Tax-Free Fund, California Tax-Free Money Fund and Royal Palm
Florida Tax-Free Money Fund of the Midwest Group Tax Free Trust as of June 30,
1995, the results of their operations for the year then ended, the changes in
their net assets for each of the two years in the period then ended, and the
financial highlights for the periods indicated thereon, in conformity with
generally accepted accounting principles.
Cincinnati, Ohio,
August 11, 1995
MIDWEST GROUP TAX FREE TRUST
PART C. OTHER INFORMATION
-----------------
Item 24. Financial Statements and Exhibits
- ------- ---------------------------------
(a)(i) Financial Statements included in Part A:
Financial Highlights
(ii) Financial Statements included in Part B:
Portfolio of Investments, June 30, 1995
Statements of Assets and Liabilities, June
30, 1995
Statements of Operations for the Year Ended
June 30, 1995
Statements of Changes in Net Assets for the
Years Ended June 30, 1995 and 1994
Financial Highlights
Notes to Financial Statements, June 30, 1995
(b) Exhibits:
(1)(i) Copy of Registrant's Restated Agreement
and Declaration of Trust, which was filed
as an Exhibit to Registrant's Post-
Effective Amendment No. 26, is hereby
incorporated by reference.
(ii) Copy of Amendment No. 1, dated May 25,
1994, to Registrant's Restated Agreement
and Declaration of Trust, which was filed
as an Exhibit to Registrant's Post-
Effective Amendment No. 31, is hereby
incorporated by reference.
(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.
(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 Housing Tax-Exempt Fund,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 33, is hereby
incorporated by reference.
(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
Fund and the California Tax-Free Money Fund,
which was filed as an Exhibit to Registrant's
Post-Effective Amendment No. 23, is hereby
incorporated by reference.
(ii) Copy of Custody Agreement with The Huntington
Trust Company, N.A., on behalf of the Royal
Palm Florida Tax-Free Money Fund, to be filed
by Amendment.
(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 Housing Tax-Exempt 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.
(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. 32,
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. 32, 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. 32, 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. 32, 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. 32, 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. 32,
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.
32, is hereby incorporated by reference.
(viii) Financial Data Schedule for 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.
(18) Rule 18f-3 Plan Adopted With Respect to the
Multiple Class Distribution System of the
Midwest Group of Funds is filed herewith.
Item 25. Persons Controlled by or Under Common Control with
the Registrant.
- ------- --------------------------------------------------
None.
Item 26. Number of Holders of Securities (as of February
1, 1996)
- ------- --------------------------------------------------
Title of Class Number of Record Holders
-------------- ------------------------
Tax-Free Money Fund 902
Tax-Free Intermediate Term Fund
Class A Shares 3,084
Class C Shares 368
Ohio Insured Tax-Free Fund
Class A Shares 1,729
Class C Shares 218
Ohio Tax-Free Money Fund 2,623
California Tax-Free Money Fund 419
Royal Palm Florida Tax-Free Money Fund 194
Government Housing Tax-Exempt Fund 0
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
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
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.
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.
(c) Chairman of the Board and a Director of
MGF Service Corp., a registered transfer
agent.
(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.
(c) A Director of Sycamore National Bank,
3209 West Galbraith Road, Cincinnati,
Ohio 45239
(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.
(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.
(c) Assistant Secretary of The Tuscarora
Investment Trust.
(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 and The Tuscarora Investment
Trust, registered investment companies.
(d) Assistant Secretary of Fremont Mutual
Funds, Inc. and Schwartz Investment
Trust, registered investment companies.
(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 and Markman
MultiFund 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) Bruce Chaiken - Assistant Vice President-
Investments of the Adviser.
(a) Assistant Vice President-Investments of
Leshner Financial Services, Inc. until
June 1994.
(11) Michele McClellan Hawkins - Assistant Vice
President of the Adviser.
(12) Dara Abel - Assistant Portfolio Manager of
the Adviser.
(13) Scott Weston - Assistant Portfolio Manager of
the Adviser.
(14) 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.
(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
Bruce Chaiken Assistant Vice None
President-
Investments
Michele M. Hawkins Assistant Vice None
President
Dara Abel Assistant None
Portfolio Manager
Scott Weston Assistant None
Portfolio Manager
Elizabeth A. Santen Assistant Assistant
Secretary Secretary
The address of all of the above-named persons is
312 Walnut Street, Cincinnati, Ohio 45202.
(c) None
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) The Registrant undertakes to file a Post-
Effective Amendment, incorporating financial
statements for the Government Housing Tax-Exempt
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
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.
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 16th day of
February, 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 February 16, 1996
ROBERT H. LESHNER and Trustee
/s/ Mark J. Seger
- --------------------- Treasurer February 16, 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*
February 16, 1996
*FRED A. RAPPOPORT Trustee
*OSCAR P. ROBERTSON Trustee
*ROBERT B. SUMEREL Trustee
EXHIBIT INDEX
- -------------
1. Consent of Arthur Andersen LLP
2. Rule 18f-3 Plan Adopted With Respect to the Multiple
Class Distribution System
3. Power of Attorney for Dale P. Brown
4. Power of Attorney for Richard A. Lipsey
5. Power of Attorney for Donald J. Rahilly
6. Power of Attorney for Fred A. Rappoport
7. Power of Attorney for Robert B. Sumerel
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use in this Post-Effective Amendment No. 34 of our report dated
August 11, 1995, and to all references to our Firm included in or
made a part of this Post-Effective Amendment.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
February 15, 1996
RULE 18f-3 PLAN ADOPTED WITH RESPECT TO THE MULTIPLE CLASS
DISTRIBUTION SYSTEM OF THE MIDWEST GROUP OF FUNDS
- ------------------------------------------------------------
Midwest Trust, Midwest Group Tax Free Trust and Midwest
Strategic Trust (the "Trusts") have each adopted this Plan
pursuant to Rule 18f-3 promulgated under the Investment
Company Act of 1940 (the "1940 Act"). The individual
series of the Trusts which are not money market funds are
referred to collectively, in whole or in part, as the
context requires, as the "Funds."
This Plan permits the Funds to issue and sell up to
three classes of shares for the purpose of establishing a
multiple class distribution system (the "Multiple Class
Distribution System") and to assess a contingent deferred
sales charge ("CDSC") on certain redemptions of a class of
the Funds' shares and to waive the CDSC in certain
instances. These guidelines set forth the conditions
pursuant to which the Multiple Class Distribution System
will operate and the duties and responsibilities of the
Trustees of each Trust with respect to the Multiple Class
Distribution System.
DESCRIPTION OF THE MULTIPLE CLASS DISTRIBUTION SYSTEM
- ------------------------------------------------------
Each Trust is an open-end management investment company
registered under the 1940 Act. Midwest Group Financial
Services, Inc. (the "Distributor") provides investment
advisory and management services to each of the Funds and
acts as principal underwriter for the Funds.
The Multiple Class Distribution System enables each
Fund to offer investors the option of purchasing shares in
one of three manners: (1) subject to a conventional front-
end sales load and a distribution fee not to exceed .35% of
average net assets (Class A shares); (2) subject to either
no front-end sales load or a front-end sales load which is
smaller than the sales load on Class A shares, and in
addition subject to a distribution fee and service fee of up
to 1% of average net assets (Class B shares); or (3) subject
to a CDSC and a distribution fee and service fee of up to 1%
of average net assets (Class C shares).
The actual creation and issuance of multiple classes
of shares will be made on a Fund-by-Fund basis, and some
Funds may not in fact create or issue any new classes of
shares or may create or issue only two of the three classes
of shares described herein.
The three classes will each represent interests in the
same portfolio of investments of such Fund. The three
classes will be identical except that (i) the distribution
fees payable by a Fund attributable to each class pursuant
to the distribution plans adopted by the Funds in accordance
with Rule 12b-1 under the 1940 Act will be higher for
Class B shares and Class C shares than for Class A shares;
(ii) each class may bear different Class Expenses (as
defined below); (iii) each class will vote separately as a
class with respect to a Fund's Rule 12b-1 distribution plan;
(iv) each class has different exchange privileges; and (v)
each class may bear a different name or designation.
Investors purchasing Class A shares will do so at net
asset value plus a front-end sales load in the traditional
manner. The sales load may be subject to reductions for
larger purchases, under a combined purchase privilege, under
a right of accumulation or under a letter of intent. The
sales load may be subject to certain other reductions
permitted by Section 22(d) of the 1940 Act and set forth in
the registration statement of each Trust. The public
offering price for the Class A shares will be computed in
accordance with Rule 22c-1, Section 22(d) and other relevant
provisions of the 1940 Act and the rules and regulations
thereunder. Each Fund will also pay a distribution fee
pursuant to the Fund's Rule 12b-1 distribution plan at an
annual rate of up to .35% of 1% of the average daily net
asset value of the Class A shares.
Investors purchasing Class B shares of a Fund will do
so at either net asset value without a front-end sales load
or at net asset value plus a front-end sales load which is
less than the front-end sales load applicable to Class A
shares of such Fund. The sales load on Class B shares, if
any, may be subject to reductions for larger purchases,
under a combined purchase privilege or under a letter of
intent. The public offering price for the Class B shares
will be computed in accordance with Rule 22c-1, Section
22(d) and other relevant provisions of the 1940 Act and the
rules and regulations thereunder. Each Fund will also pay a
distribution fee pursuant to the Fund's Rule 12b-1
distribution plan at an annual rate of up to 1% of the
average daily net asset value of the Class B shares.
Investors purchasing Class C shares will do so at net
asset value per share without the imposition of a sales load
at the time of purchase. Each Fund will pay a distribution
fee pursuant to the distribution plan at an annual rate of
up to 1% of the average daily net asset value of the Class C
shares. In addition, an investor's proceeds from a
redemption of Class C shares made within a specified period
of time of their purchase generally will be subject to a
CDSC imposed by the Distributor. The CDSC will range from
1% to 5% (but may be higher or lower) on shares redeemed
during the first year after purchase and will be reduced at
a rate of 1% (but may be higher or lower) per year over the
CDSC period, so that redemptions of shares held after that
period will not be subject to a CDSC. The CDSC will be made
subject to the conditions set forth below. The Class C
alternative is designed to permit the investor to purchase
Class C shares without the assessment of a front-end sales
load and at the same time permit the Distributor to pay
financial intermediaries selling shares of each Fund a
commission on the sale of the Class C shares.
Under the Trusts' distribution plans, the Distributor
will not be entitled to any specific percentage of the net
asset value of each class of shares of the Funds or other
specific amount. As described above, each Fund will pay a
distribution fee pursuant to its distribution plan at an
annual rate of up to .35% of the average daily net assets of
such Fund's Class A shares and up to 1% of the average daily
net asset value of such Fund's Class B shares and Class C
shares. Under the Trusts' distribution plans, payments will
be made for expenses incurred in providing distribution-
related services (including, in the case of the Class C
shares, commission expenses as described in more detail
below). Each Fund will accrue at a rate (but not in excess
of the applicable maximum percentage rate) which is reviewed
by each Trust's Board of Trustees quarterly. Such rate is
intended to provide for accrual of expenses at a rate that
will not exceed the unreimbursed amounts actually expended
for distribution by a Fund. If at any time the amount
accrued by a Fund would exceed the amount of distribution
expenses incurred with respect to such Fund during the
fiscal year (plus, in the case of Class C shares, prior
unreimbursed commission-related expenses), then the rate of
accrual will be adjusted accordingly. In no event will the
amount paid by the Funds exceed the unreimbursed expenses
previously incurred in providing distribution-related
services.
Proceeds from the distribution fee and, in the case of
Class C shares, the CDSC, will be used to compensate
financial intermediaries with a service fee based upon a
percentage of the average daily net asset value of the
shares maintained in the Funds by their customers and to
defray the expenses of the Distributor with respect to
providing distribution related services, including
commissions paid on the sale of Class C shares.
All classes of shares of each Fund will have identical
voting, dividend, liquidation and other rights, preferences,
powers, restrictions, limitations, qualifications,
designations and terms and conditions, except for the
differences mentioned above.
Under the Multiple Class Distribution System, the Board
of Trustees could determine that any of certain expenses
attributable to the shares of a particular class of shares
will be borne by the class to which they were attributable
("Class Expenses"). Class Expenses are limited to (a)
transfer agency fees identified by the Trusts as being
attributable to a class of shares; (b) printing and postage
expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxy
statements to current shareholders of a specific class; (c)
SEC and Blue Sky registration fees incurred by a class of
shares; (d) the expenses of administrative personnel and
services as required to support the shareholders of a
specific class; (e) litigation or other legal expenses
relating to a specific class of shares; (f) Trustees' fees
or expenses incurred as a result of issues relating to a
specific class of shares; (g) accounting fees and expenses
relating to a specific class of shares; and (h) additional
incremental expenses not specifically identified above that
are subsequently identified and determined to be properly
allocated to one class of shares and approved by the Board
of Trustees.
Under the Multiple Class Distribution System, certain
expenses could be attributable to more than one Fund ("Fund
Expenses"). All such Fund Expenses would be first allocated
among Funds, based on the aggregate net assets of such
Funds, and then borne on such basis by each Fund and
without regard to class. Expenses that were attributable to
a particular Fund but not to a particular class thereof
("Series Expenses"), would be borne by each class on the
basis of the net assets of such class in relation to the
aggregate net assets of the Fund. In addition to
distribution fees, Class Expenses may be applied to the
shares of a particular class. Any additional Class Expenses
not specifically identified above in the preceding paragraph
which are subsequently identified and determined to be
properly applied to one class of shares shall not be so
applied until approved by the Board of Trustees.
Subject to the approval of the Board of Trustees,
certain expenses may be applied differently if their current
application becomes no longer appropriate. For example, if
a Class Expense is no longer attributable to a specific
class, it may be charged to the applicable Fund or Funds, as
appropriate. In addition, if application of all or a
portion of a particular expense to a class is determined by
the Internal Revenue Service or counsel to the Trusts to
result in a preferential dividend for which, pursuant to
Section 562(c) of the Internal Revenue Code of 1986, as
amended (the "Code"), a Fund would not be entitled to a
dividends paid deduction, all or a portion of the expense
may be treated as a Series Expense or a Fund Expense.
Similarly, if a Fund Expense becomes attributable to a
specific Fund it may be treated as a Series Expense.
Because of the varying distribution fees and Class
Expenses that may be borne by each class of shares, the net
income of (and dividends payable with respect to) each class
may be different from the net income of (and dividends
payable with respect to) the other classes of shares of a
Fund. Dividends paid to holders of each class of shares in
a Fund would, however, be declared and paid on the same days
and at the same times and, except as noted with respect to
the varying distribution fees and Class Expenses would be
determined and paid in the same manner. To the extent that
a Fund has undistributed net income, the net asset value per
share of each class of such Fund's shares will vary.
Each Fund will briefly describe the salient features of
the Multiple Class Distribution System in its prospectus.
Each Fund will disclose in its prospectus the respective
expenses, performance data, distribution arrangements,
services, fees, sales loads, deferred sales loads and
exchange privileges applicable to each class of shares
offered through that prospectus. The shareholder reports of
each Fund will disclose the respective expenses and
performance data applicable to each class of shares. The
shareholder reports will contain, in the statement of assets
and liabilities and statement of operations, information
related to the Fund as a whole generally and not on a per
class basis. Each Fund's per share data, however, will be
prepared on a per class basis with respect to all classes of
shares of such Fund. The information provided by the
Distributor for publication in any newspaper or similar
listing of the Funds' net asset values and public offering
prices will separately present Class A, Class B and Class C
shares.
The Class C alternative is designed to permit the
investor to purchase Class C shares without the assessment
of a front-end sales load and at the same time permit the
Distributor to pay financial intermediaries selling shares
of the Funds a commission on the sale of the Class C shares.
Proceeds from the distribution fee and the CDSC will be used
to compensate financial intermediaries with a service fee
and to defray the expenses of the Distributor with respect
to providing distribution related services, including
commissions paid on the sale of Class B shares.
The CDSC will not be imposed on redemptions of shares
which were purchased more than a specified period, up to six
years (the "CDSC Period") prior to their redemption. The
CDSC will be imposed on the lesser of the aggregate net
asset value of the shares being redeemed either at the time
of purchase or redemption. No CDSC will be imposed on
shares acquired through reinvestment of income dividends or
capital gains distributions. In determining whether a CDSC
is applicable, unless the shareholder otherwise specifically
directs, it will be assumed that a redemption is made first
of any Class C shares derived from reinvestment of
distributions, second of Class C shares held for a period
longer than the CDSC Period, third of any class B shares in
the shareholder's account, fourth of any Class A shares in
the shareholder's account, and fifth of Class C shares held
for a period not longer than the CDSC Period.
In addition, the Funds will waive the CDSC on
redemptions following the death or disability of a
shareholder as defined in Section 72(m)(7) of the Internal
Revenue Code of 1986. The Distributor will require
satisfactory proof of death or disability before it
determines to waive the CDSC. In cases of death or
disability, the CDSC may be waived where the decedent or
disabled person is either an individual shareholder or owns
the shares with his or her spouse as a joint tenant with
rights of survivorship if the redemption is made within one
year of death or initial determination of disability.
Under the Multiple Class Distribution System, Class A
shares and Class B shares of a Fund will be exchangeable for
(a) Class A shares of the other Funds, (b) Class B shares of
the other Funds, (c) shares of series of the Trusts which
are money market funds (the "Money Market Funds") and (d)
shares of any Fund which offers only one class of shares
(provided such Fund does not impose a CDSC) on the basis of
relative net asset value per share, plus an amount equal to
the difference, if any, between the sales charge previously
paid on the exchanged shares and sales charge payable at the
time of the exchange on the acquired shares.
Class C shares of a Fund will be exchangeable for (a)
Class C shares of the other Funds, (b) shares of the Money
Market Funds and (c) shares of any Fund which offers only
one class of shares and which imposes a CDSC on the basis of
relative net asset value per share. A Fund will "tack" the
period for which original Class C shares were held onto the
holding period of the acquired Class C shares for purposes
of determining what, if any, CDSC is applicable in the event
that the acquired Class C shares are redeemed following the
exchange. In the event of redemptions of shares after an
exchange, an investor will be subject to the CDSC of the
Fund with the longest CDSC period and/or highest CDSC
schedule which may have been owned by him or her, resulting
in the greatest CDSC payment. The period of time that Class
C shares are held in a Money Market Fund will not count
toward the CDSC holding period. The Funds will comply with
Rule 11a-3 under the 1940 Act as to any exchanges.
LEGAL ANALYSIS
- --------------
The Board of Trustees of each Trust has determined
to rely on Rule 18f-3 under the 1940 Act and to discontinue
reliance on an Order previously received from the Securities
and Exchange Commission (the "SEC") exempting the Funds from
the provisions of Sections 18(f), 18(g) and 18(i) of the
1940 Act to the extent that the issuance and sale of three
classes of shares representing interests in the same Fund
might be deemed: (a) to result in a "senior security" within
the meaning of Section 18(g); (b) prohibited by Section
18(f); and (c) to violate the equal voting provisions of
Section 18(i).
The Distributor believes that the Multiple Class
Distribution System as described herein will better enable
the Funds to meet the competitive demands of today's
financial services industry. Under the Multiple Class
Distribution System, an investor will be able to choose the
method of purchasing shares that is most beneficial given
the amount of his or her purchase, the length of time the
investor expects to hold his or her shares, and other
relevant circumstances. The System permits the Funds to
facilitate both the distribution of their securities and
provide investors with a broader choice as to the method of
purchasing shares without assuming excessive accounting and
bookkeeping costs or unnecessary investment risks.
The allocation of expenses and voting rights relating
to the Rule 12b-1 plans in the manner described is equitable
and does not discriminate against any group of shareholders.
In addition, such arrangements should not give rise to any
conflicts of interest because the rights and privileges of
each class of shares are substantially identical.
The Distributor believes that the Multiple Class
Distribution System will not increase the speculative
character of the shares of the Funds. The Multiple Class
Distribution System does not involve borrowing, nor will it
affect the Funds' existing assets or reserves, and does not
involve a complex capital structure. Nothing in the
Multiple Class Distribution System suggests that it will
facilitate control by holders of any class of shares.
The Distributor believes that the ability of the Funds
to implement the CDSC is appropriate in the public interest,
consistent with the protection of investors, and consistent
with the purposes fairly intended by the policy and
provisions of the 1940 Act. The CDSC arrangement will
provide shareholders the option of having their full payment
invested for them at the time of their purchase of shares of
the Funds with no deduction of a sales charge.
CONDITIONS OF OPERATING UNDER THE MULTIPLE CLASS
DISTRIBUTION SYSTEM
- -------------------------------------------------
The operation of the Multiple Class Distribution
System shall at all times be in accordance with Rule 18f-3
under the 1940 Act and all other applicable laws and
regulations, and in addition, shall be subject to the
following conditions:
1. Each class of shares will represent interests in
the same portfolio of investments of a Fund, and be
identical in all material respects, except as set forth
below. The only differences among the various classes of a
Fund will relate solely to: (a) the impact of the
disproportionate Rule 12b-1 distribution plan payments
allocated to each of the Class A shares, Class B shares or
Class C shares of a Fund; (b) Class Expenses, which are
limited to (i) transfer agency fees (including the
incremental cost of monitoring a CDSC applicable to a
specific class of shares), (ii) printing and postage
expenses related to preparing and distributing materials
such as shareholder reports, prospectuses and proxies to
current shareholders of a specific class, (iii) SEC and Blue
Sky registration fees incurred by a class of shares, (iv)
the expenses of administrative personnel and services as
required to support the shareholders of a specific class,
(v) litigation or other legal expenses relating to a
specific class of shares, (vi) Trustees' fees or expenses
incurred as a result of issues relating to a specific class
of shares, and (vii) accounting fees and expenses relating
to a specific class of shares; (c) the fact that each class
will vote separately as a class with respect to the
Rule 12b-1 distribution plans; (d) the different exchange
privileges of the various classes of shares; and (e) the
designation of each class of shares of the Funds. Any
additional incremental expenses not specifically identified
above that are subsequently identified and determined to be
properly allocated to one class of shares shall not be so
allocated until approved by the Board of Trustees.
2. The Trustees of each Trust, including a majority
of the Trustees who are not interested persons of the
Trust, have approved this Plan as being in the best
interests of each class individually and each Fund as a
whole. In making this finding, the Trustees evaluated the
relationship among the classes, the allocation of expenses
among the classes, potential conflicts of interest among
classes, and the level of services provided to each class
and the cost of those services.
3. Any material changes to this Plan, including but
not limited to a change in the method of determining Class
Expenses that will be applied to a class of shares, will be
reviewed and approved by votes of the Board of Trustees of
each Trust, including a majority of the Trustees who are not
interested persons of the Trust.
4. On an ongoing basis, the Trustees of each of the
Trusts, pursuant to their fiduciary responsibilities under
the 1940 Act and otherwise, will monitor each Fund for the
existence of any material conflicts between the interests of
the classes of shares. The Trustees, including a majority
of the Trustees who are not interested persons of the Trust,
shall take such action as is reasonably necessary to
eliminate any such conflicts that may develop. The
Distributor will be responsible for reporting any potential
or existing conflicts to the Trustees. If a conflict
arises, the Distributor at its own cost will remedy such
conflict up to and including establishing a new registered
management investment company.
5. The Trustees of each Trust will receive quarterly
and annual Statements complying with paragraph (b)(3)(ii) of
Rule 12b-1, as it may be amended from time to time. In the
Statements, only distribution expenditures properly
attributable to the sale of a class of shares will be used
to support the Rule 12b-1 fee charged to shareholders of
such class of shares. Expenditures not related to the
sale of a particular class will not be presented to the
Trustees to justify any fee attributable to that class. The
Statements, including the allocations upon which they are
based, will be subject to the review and approval of the
independent Trustees in the exercise of their fiduciary
duties.
6. Dividends paid by a Fund with respect to each
class of shares, to the extent any dividends are paid, will
be calculated in the same manner, at the same time, on the
same day, and will be in the same amount, except that
distribution fee payments and Class Expenses relating to
each respective class of shares will be borne exclusively by
that class.
7. Applicants have established the manner in which
the net asset value of the three classes of shares will be
determined and the manner in which dividends and
distributions will be paid. Attached hereto as Exhibit A is
a procedures memorandum and worksheets with respect to the
methodology and procedures for calculating the net asset
value and dividends and distributions of the various classes
and the proper allocation of income and expenses among the
classes.
8. The Distributor represents that it has in place,
and will continue to maintain, adequate facilities in place
to ensure implementation of the methodology and procedures
for calculating the net asset value and dividends and
distributions among the various classes of shares.
9. If a Fund offers separate classes of shares
through separate prospectuses, each such prospectus will
disclose (i) that the Fund issues other classes, (ii) that
those other classes may have different sales charges and
other expenses, which may affect performance, (iii) a
telephone number investors may call to obtain more
information concerning the other classes available to them
through their sales representative, and (iv) that investors
may obtain information concerning those classes from their
sales representative or the Distributor.
10. The Distributor has adopted compliance standards
as to when Class A, Class B and Class C shares may
appropriately be sold to particular investors. The
Distributor will require all persons selling shares of the
Funds to agree to conform to such standards.
11. Each Fund will briefly describe the salient
features of the Multiple Class Distribution System in its
prospectus. Each Fund will disclose in its prospectus the
respective expenses, performance data, distribution
arrangements, services, fees, sales loads, deferred sales
loads and exchange privileges applicable to each class of
shares offered through that prospectus. Each Fund will
disclose the respective expenses and performance data
applicable to each class of shares in every shareholder
report. The shareholder reports will contain, in the
statement of assets and liabilities and statement of
operations, information related to the Fund as a whole
generally and not on a per class basis. Each Fund's per
share data, however, will be prepared on a per class basis
with respect to all classes of shares of such Fund. The
information provided by the Applicants for publication in
any newspaper or similar listing of the Funds' net asset
values and public offering prices will separately present
Class A, Class B and Class C shares.
12. Applicants will comply with the provisions of Rule
6c-10 under the 1940 Act, IC-20916 (February 23, 1995), as
such rule is currently adopted and as it may be amended.
EXHIBIT A
MIDWEST TRUST
MIDWEST STRATEGIC TRUST
MIDWEST GROUP TAX FREE TRUST
MULTIPLE-CLASS FUNDS
METHODOLOGY, PROCEDURES
AND
INTERNAL ACCOUNTING CONTROLS
INTRODUCTION
------------
Midwest Trust, Midwest Group Tax Free Trust and Midwest
Strategic Trust (the "Trusts") are Massachusetts business
trusts registered under the Investment Company Act of 1940
as open-end management investment companies. Midwest Group
Financial Services, Inc. (the "Distributor") acts as the
investment manager to each Fund and serves as each Fund's
principal underwriter. The Distributor is a subsidiary of
Leshner Financial, Inc. The Trusts presently offer the
following series of shares (collectively, the "Funds")
representing interests in separate investment portfolios:
Midwest Strategic Trust Midwest Group Tax Free Trust
- ----------------------- ----------------------------
U.S. Government Securities Tax-Free Intermediate Term Fund
Fund Ohio Insured Tax-Free Fund
Treasury Total Return Fund
*Utility Fund
*Equity Fund
Midwest Trust
-------------
Intermediate Term Government Income Fund
*Global Bond Fund
Adjustable Rate U.S. Government Securities Fund
* Periodic (non-daily) dividend Funds
Each Fund may offer multiple classes of shares as more
fully described in the Trusts' Rule 18f-3 Plan. The
Multiple Class Distribution System would enable each Fund to
offer investors the option of purchasing shares in one of
three manners: (1) subject to a conventional front-end sales
load and a distribution fee not to exceed .35% of average
net assets (Class A shares); (2) subject to either no front-
end sales load or to a front-end sales load which is smaller
than the sales load on Class A shares, and also subject to a
distribution fee and service fee of up to 1% of average net
assets (Class B shares); or (3) subject to a contingent
deferred sales charge and a distribution fee and service fee
of up to 1% of average net assets (Class C shares). Each of
the Funds which invests primarily in domestic debt
securities intends that substantially all net investment
income will be declared as a dividend daily and paid
monthly. Each of the Funds designated by an asterisk in the
above chart declares and pays net investment income at the
end of each calendar quarter (such Funds are referred to
herein as "periodic dividend Funds"). Future series of the
Trusts may declare dividends daily or periodically. The
Funds and any future series of the Trusts will declare and
pay substantially all net realized gains, if any, at least
annually.
Pursuant to an Accounting Services Agreement, MGF
Service Corp. ("MGF") maintains the Funds' accounting
records and performs the daily calculations of each Fund's
net asset value. Thus the procedures and internal
accounting controls for the Funds include the participation
of MGF.
The internal accounting control environment at MGF
provides for minimal risk of error. This has been
accomplished through the use of competent and well-trained
employees, adequate facilities and established internal
accounting control procedures.
Additional procedures and internal accounting controls
have been designed for multiple class Funds. These
procedures and internal accounting controls have been
reviewed by management of the Trusts and MGF to ensure that
the risks associated with multiple-class Funds are
adequately addressed.
The specific internal accounting control objectives and
the related methodology, procedures and internal accounting
controls to achieve these stated objectives are outlined
below.
METHODOLOGY, PROCEDURES AND INTERNAL
ACCOUNTING CONTROLS FOR MULTIPLE-CLASS FUNDS
--------------------------------------------
The three internal accounting control objectives to be
achieved are:
(1) The daily net asset value for all classes of
shares of each Fund is accurately calculated.
(2) Recorded expenses of a Fund are properly allocated
between each class of shares.
(3) Dividend distributions are accurately calculated
for each class of shares.
1. Control Objective
The daily net asset value for all classes of shares of
each Fund is accurately calculated.
Methodology, Procedures and Internal Accounting
Controls
------------------------------------------------
a. Securities will be valued daily at their current
market value by a reputable pricing source.
Security positions will be reconciled from the
Trusts' records and to custody records and
reviewed for completeness and accuracy.
b. Prepaid and intangible assets will be amortized
over their estimated useful lives. These assets
will be reviewed monthly to ensure a proper
presentation and amortization during the period.
c. Investment income, realized and unrealized gains
or losses will be calculated daily from MGF's
portfolio system and reconciled to the general
ledger. Yields and fluctuations in security
prices will be monitored on a daily basis by MGF
personnel. Interest and dividend receivable
amounts will be reconciled to holdings reports.
d. An estimate of all expenses for each Fund will be
accrued daily. Daily expense accruals will be
reviewed and revised, as required, to reflect
actual payments made to vendors.
e. Capital accounts for each class of shares will be
updated based on daily share activity and
reconciled to transfer agent reported outstanding
shares.
f. All balance sheet asset, liability and capital
accounts will be reconciled to subsidiary records
for completeness and accuracy.
g. For each Fund, a pricing worksheet (see attached
example) will be prepared daily which calculates
the net asset value of settled shares by class
(for daily dividend Funds) or net asset value of
outstanding shares (for periodic dividend Funds)
and the percentage of net asset value of such
class to the total of all classes of shares.
Investment income and joint expenses will be
allocated by class of shares according to such
percentages. Realized and unrealized gains will be
allocated by class of shares according to such
percentages.
h. Prior day net assets by class will be rolled
forward to current day net assets by class of
shares by adjusting for current day income,
expense and distribution activity. (There may or
may not be distribution activity in the periodic
dividend Funds.) Net assets by class of shares
will then be divided by the number of outstanding
shares for each class to obtain the net asset
value per share. Net asset values will be
reviewed and approved by supervisors.
i. Net asset values per share of the different
classes of shares for daily dividend Funds should
be identical except with respect to possible
differences attributable to rounding.
Differences, if any, will be investigated by the
accounting supervisor.
j. Net asset values per share of the different
classes of shares for the periodic dividend Funds
may be different as a result of accumulated income
between distribution dates and the effect of class
specific expenses. Other differences, if any,
will be investigated by the accounting supervisor.
2. Control Objective
Recorded expenses of a Fund are properly allocated
between each class of shares.
Methodology, Procedures and Internal Accounting
Controls
-----------------------------------------------
a. Expenses will be classified as being either joint
or class specific on the pricing worksheet.
b. Certain expenses will be attributable to more than
one Fund. Such expenses will be first allocated
among the Funds, based on the aggregate net assets
of such Funds, and then borne on such basis by
each Fund and without regard to class. These
expenses could include, for example, Trustees'
fees and expenses, unallocated audit and legal
fees, insurance premiums, expenses relating to
shareholder reports and printing expenses.
Expenses that are attributable to a particular
Fund but not to a particular class thereof will be
borne by each class on the basis of the net assets
of such class in relation to the aggregate net
assets of the Fund. These expenses could include,
for example, advisory fees and custodian fees, and
fees related to the preparation of separate
documents for current shareholders of a particular
Fund.
c. Class specific expenses are those identifiable
with each individual class of shares. These
expenses include 12b-1 distribution fees; transfer
agent fees as identified by MGF Service Corp. as
being attributable to a specific class; printing
and postage expenses related to preparing and
distributing materials such as shareholder
reports, prospectuses and proxies to current
shareholders of a particular class; SEC and Blue
Sky registration fees; the expenses of
administrative personnel and services required to
support the shareholders of a specific class;
litigation or other legal expenses relating solely
to one class of shares; Trustees' fees incurred as
a result of issues relating to one class of
shares; and accounting fees and expenses relating
to a specific class of shares.
d. Joint expenses will be allocated daily to each
class of shares based on the percentage of the net
asset value of shares of such class to the total
of the net asset value of shares of all classes of
shares. Class specific expenses will be charged
to the specific class of shares. Both joint
expenses and class specific expenses are compared
against expense projections.
e. The total of joint and class specific expense
limits will be reviewed to ensure that voluntary
or contractual expense limits are not exceeded.
Amounts will be adjusted to ensure that any limits
are not exceeded. Expense waivers and
reimbursements will be calculated and allocated to
each class of shares based upon the pro rata
percentage of the net assets of a Fund as of the
end of the prior day, adjusted for the previous
day's share activity.
f. Each Fund will accrue distribution expenses at a
rate (but not in excess of the applicable maximum
percentage rate) which will be reviewed by the
Board of Trustees on a quarterly basis. Such
distribution expenses will be calculated at an
annual rate not to exceed .25% (except that such
amount is .35% for the series of Midwest Income
Trust) of the average daily net assets of the
Fund's Class A shares and not to exceed 1% of the
average daily net assets of the Fund's Class B
shares and Class C shares. Under the distribution
plans, payments will be made only for expenses
incurred in providing distribution related
services. Unreimbursed distribution expenses of
the Distributor will be determined daily and the
Distributor shall not be entitled to reimbursement
for any amount with respect to any day on which
there exist no unreimbursed distribution expenses.
g. Expense accruals for both joint and class specific
expenses are reviewed each month. Based upon
these reviews, adjustments to expense accruals or
expense projections are made as needed.
h. Expense ratios and yields for each class of shares
will be reviewed daily to ensure that differences
in yield relate solely to acceptable expense
differentials.
i. Any change to the classification of expenses as
joint or class specific is reviewed and approved
by the Board of Trustees.
j. MGF will perform detailed expense analyses to
ensure that expenses are properly charged to each
Fund and to each class of shares. Any expense
adjustments required as a result of this process
will be made.
3. Control Objective
Dividend distributions are accurately calculated for
each class of shares.
Methodology, Procedures and Internal Accounting
Controls
-----------------------------------------------
a. The daily dividend Funds declare substantially all
net investment income daily.
b. The periodic dividend Funds declare substantially
all net investment income periodically.
c. Investment income, including amortization of
discount and premium, where applicable, is
recorded by each Fund and is allocated to each
class of shares based upon its pro rata percentage
of the net assets of the Fund as of the end of the
prior day, adjusted for the previous day's share
activity.
d. For daily dividend Funds, distributable income is
calculated for each class of shares on the pricing
worksheet from which daily dividends and
distributions are calculated. The dividend rates
are calculated on a settlement date basis for
class shares outstanding.
e. Each non-daily dividend Fund will determine the
amount of accumulated income available for all
classes after deduction of allocated expenses but
before consideration of any class specific
expenses. This amount will be divided by total
outstanding shares for all classes combined to
arrive at a gross dividend rate for all shares.
From this gross rate, a class specific amount per
share for each class (representing the unique and
incrementally higher, if any, expenses accrued
during the period to that class divided by the
shares outstanding for that class) is subtracted.
The result is the actual per share rate available
for each class in determining amounts to
distribute.
f. Realized capital gains, if any, are allocated
daily to each class based upon its relative
percentage of the total net assets of the Fund as
of the end of the prior day, adjusted for the
previous day's share activity.
g. Capital gains are distributed at least once every
twelve months with respect to each class of
shares.
h. The capital gains distribution rate will be
determined on the ex-date by dividing the total
realized gains of the Fund to be declared as a
distribution by the total outstanding shares of
the Fund as of the record date.
i. Capital gains dividends per share should be
identical for each class of shares within a Fund.
Differences, if any, will be investigated and
resolved.
j. Distributions are reviewed annually by MGF at
fiscal year end and as required for excise tax
purposes during the fiscal year to ensure
compliance with IRS regulations and accuracy of
calculations.
There are several pervasive procedures and internal
accounting controls which impact all three of the previously
mentioned objectives.
a. MGF's supervisory personnel will be involved on a
daily basis to ensure that the methodology and
procedures for calculating the net asset value and
dividend distribution for each class of shares is
followed and a proper allocation of expenses among
each class of shares is performed.
b. MGF fund accountants will receive overall
supervision. Their work with regard to multiple
class calculations will be reviewed and approved
by supervisors.
c. MGF's pricing worksheets will be clerically
checked and verified against corresponding
computer system generated reports.
Sample Multiple Class Worksheet
Allocation Methodology - Value of Shares Outstanding (periodic dividend Funds)
Value of Settled Shares Outstanding (daily dividend Funds)
Fund ______________________________
Date ______________________________
Total
(T) (A) (B) (C)
1 Prior day NAV per share (unrounded)
Allocation Percentages
Complete for all Funds:
2 Shares O/S - prior day
3 Prior day shares activity
4 Adjusted shares O/S [2 + 3]
5 Adjusted net assets [4 x 1]
6 % Assets by class
For daily dividend funds complete Rows 7 - 11
For periodic (non daily) dividend funds insert
same # from Rows 2 - 6
7 Settled shares prior day
8 Prior day settled shares activity
9 Adjusted settled shares O/S [7 & 8]
10 Adjusted settled assets [9 x 1]
11 % Assets by class
Income and Expenses
12 Daily income *
Expenses:
13 Management Fee*
14 12-1 Fee
15 Other Joint Expenses*
16 Direct Class Expenses
17 Daily expenses [13+14+15+16]
18 Daily Net Income [12 - 17]
19 Dividend Rate (Daily Dividend Funds Only)
[18/9]
Capital
20 Income distribution
21 Undistributed Net Income [18 - 20]
22 Capital share activity
23 Realized Gains/Losses:
24 Short-Term**
25 Long-Term**
26 Capital gain distribution
27 Unrealized appreciation/depreciation**
28 Daily net asset change
[21 + 22 + 24 + 25 + 26 + 27]
Sample Multiple Class Worksheet
Allocation Methodology - Value of Shares Outstanding (periodic dividend Funds)
Value of Settled Shares Outstanding (daily dividend Funds)
Fund ______________________________
Date ______________________________
Total
(T) (A) (B) (C)
NAV Proof
29 Prior day net assets
30 Current day net assets [28 + 29]
31 NAV per share [30 / 4]
32 Sales Load as a percent of offering price
33 Offering Price [31 / (100% - 32)]
* - Allocated based on Line 11 percentages.
** - Allocated based on Line 6 percentages.
MULTIPLE CLASS PRICING
FINANCIAL STATEMENT DISCLOSURE
Statement of Assets and Liabilities
- -----------------------------------
- Assets and liabilities will be disclosed in accordance
with standard reporting format.
- The following will be disclosed for each class:
Net Assets:
Class A Shares
--------------
Paid-in capital
Undistributed net investment income
Undistributed realized gain (loss) on
investments - net
Unrealized appreciation (depreciation) on
investments - net
Net Assets - equivalent to $___ per share based on
___ shares outstanding.
Class B Shares
--------------
Paid-in capital
Undistributed net investment income
Undistributed realized gain (loss) on
investments - net
Unrealized appreciation (depreciation) on
investments - net
Net Assets - equivalent to $___ per share based on
___ shares outstanding.
Class C Shares
--------------
Paid-in capital
Undistributed net investment income
Undistributed realized gain (loss) on
investments - net
Unrealized appreciation (depreciation) on
investments - net
Net Assets - equivalent to $___ per share based on
___ shares outstanding.
Statement of Operations
- -----------------------
- Standard reporting format, except that class specific
expenses will be disclosed for each class.
Statement of Changes in Net Assets
- ----------------------------------
- Show components by each class of shares and in total as
follows:
Current Year Prior Year
- -------------------------------- ------------------------------
Total Class A Class B Class C Total Class A Class B Class C
- ----- ------- ------- ------- ----- ------- ------- -------
Selected Share Data and Ratios
- ------------------------------
- Show components by each class as follows:
Current Year Prior Years
- ------------------------- -------------------------
Class A Class B Class C Class A Class B Class C
- ------- ------- ------- ------- ------- -------
Notes to Financial Statements
- -----------------------------
- Note on share transactions will include information on
each class of shares for two years
- Notes will include additional disclosure regarding
allocation of expenses between classes.
- Notes will describe the distribution arrangements,
incorporating disclosure on any classes' 12b-1 fee
arrangements.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MIDWEST GROUP TAX FREE TRUST, a business trust
organized under the laws of the Commonwealth of Massachusetts
(hereinafter referred to as the "Trust"), has filed with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended, a registration statement with respect to the issuance
and sale of the shares of the Trust; and
WHEREAS, the undersigned is a Trustee of the Trust, as
indicated beside her name;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints JOHN F. SPLAIN her attorney for her and in her name,
place and stead, to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as she might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her
hand this 22nd day of December, 1995.
/s/ Dale P. Brown
__________________
DALE P. BROWN, Trustee
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
On the 22nd day of December, 1995, personally appeared
before me, DALE P. BROWN, known to me to be the person described
in and who executed the foregoing instrument, and who
acknowledged to me that she executed and delivered the same for
the purposes therein expressed.
WITNESS my hand and official seal this 22nd day of December,
1995.
/s/ Pattianne Merden (Litchholt)
--------------------------------
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MIDWEST GROUP TAX FREE TRUST, a business trust
organized under the laws of the Commonwealth of Massachusetts
(hereinafter referred to as the "Trust"), has filed with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended, a registration statement with respect to the issuance
and sale of the shares of the Trust; and
WHEREAS, the undersigned is a Trustee of the Trust, as
indicated beside his name;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints JOHN F. SPLAIN his attorney for him and in his name,
place and stead, to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 27th day of December, 1995.
/s/ Richard A. Lipsey
--------------------------
RICHARD A. LIPSEY, Trustee
STATE OF LOUISIANA )
) ss:
COUNTY OF EAST BATON PARISH )
On the 27th day of December, 1995, personally appeared
before me, RICHARD A. LIPSEY, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for
the purposes therein expressed.
WITNESS my hand and official seal this 27th day of December,
1995.
/s/ Sidney Blitzer, Jr.
-----------------------
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MIDWEST GROUP TAX FREE TRUST, a business trust
organized under the laws of the Commonwealth of Massachusetts
(hereinafter referred to as the "Trust"), has filed with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended, a registration statement with respect to the issuance
and sale of the shares of the Trust; and
WHEREAS, the undersigned is a Trustee of the Trust, as
indicated beside his name;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints JOHN F. SPLAIN his attorney for him and in his name,
place and stead, to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 29th day of December, 1995.
/s/ Donald J. Rahilly
--------------------------
DONALD J. RAHILLY, Trustee
STATE OF OHIO )
) ss:
COUNTY OF HAMILTON )
On the 29th day of December, 1995, personally appeared
before me, DONALD J. RAHILLY, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for
the purposes therein expressed.
WITNESS my hand and official seal this 29th day of December,
1995.
/s/ Laurie Ann Stulz
--------------------
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MIDWEST GROUP TAX FREE TRUST, a business trust
organized under the laws of the Commonwealth of Massachusetts
(hereinafter referred to as the "Trust"), has filed with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended, a registration statement with respect to the issuance
and sale of the shares of the Trust; and
WHEREAS, the undersigned is a Trustee of the Trust, as
indicated beside his name;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints JOHN F. SPLAIN his attorney for him and in his name,
place and stead, to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 25th day of January, 1996.
/s/ Fred A. Rappoport
-------------------------
FRED A. RAPPOPORT, Trustee
STATE OF CALIFORNIA )
) ss:
COUNTY OF LOS ANGELES )
On the 25th day of January, 1996, personally appeared before
me, FRED A. RAPPOPORT, known to me to be the person described in
and who executed the foregoing instrument, and who acknowledged
to me that he executed and delivered the same for the purposes
therein expressed.
WITNESS my hand and official seal this 25th day of January,
1996.
/s/ Scott E. Hendrickson
------------------------
Notary Public
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, MIDWEST GROUP TAX FREE TRUST, a business trust
organized under the laws of the Commonwealth of Massachusetts
(hereinafter referred to as the "Trust"), has filed with the
Securities and Exchange Commission under the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, as
amended, a registration statement with respect to the issuance
and sale of the shares of the Trust; and
WHEREAS, the undersigned is a Trustee of the Trust, as
indicated beside his name;
NOW, THEREFORE, the undersigned hereby constitutes and
appoints JOHN F. SPLAIN his attorney for him and in his name,
place and stead, to execute and file any amended registration
statement or statements and amended prospectus or prospectuses or
amendments or supplements to any of the foregoing, hereby giving
and granting to said attorney full power and authority to do and
perform all and every act and thing whatsoever requisite and
necessary to be done in and about the premises as fully to all
intents and purposes as he might or could do if personally
present at the doing thereof, hereby ratifying and confirming all
that said attorney may or shall lawfully do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his
hand this 22nd day of December, 1995.
/s/ Robert B. Sumerel
--------------------------
ROBERT B. SUMEREL, Trustee
STATE OF KENTUCKY )
) ss:
COUNTY OF BOONE )
On the 22nd day of December, 1995, personally appeared
before me, ROBERT B. SUMEREL, known to me to be the person
described in and who executed the foregoing instrument, and who
acknowledged to me that he executed and delivered the same for
the purposes therein expressed.
WITNESS my hand and official seal this 22nd day of December,
1995.
/s/ R. Brian Flanagan
-----------------------
Notary Public
