November 16, 1995
Securities and Exchange Commission
Public Filing Desk
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re: RULE 24f-2 NOTICE FOR MIDWEST TRUST
FILE NO. 2-52242
-----------------------------------
Ladies and Gentlemen:
In accordance with the provisions of Rule 24f-2, Midwest Trust
(the "Trust") hereby files its Rule 24f-2 Notice.
(i) This Rule 24f-2 Notice is being filed for the fiscal
year ended September 30, 1995.
(ii) No shares of the Trust registered under the Securities
Act of 1933 (other than pursuant to Rule 24f-2)
remained unsold at the beginning of the fiscal year.
(iii) No shares of the Trust were registered during the
fiscal year other than pursuant to Rule 24f-2.
(iv) 469,936,829 shares of the Trust (310,158,949 shares of
the Short Term Government Income Fund, 154,532,827
shares of the Institutional Government Income Fund,
1,638,843 shares of the Intermediate Term Government
Income Fund, 1,875,241 shares of the Adjustable Rate
U.S. Government Securities Fund and 1,730,969 shares
of the Global Bond Fund) were sold during the fiscal
year.
(v) 469,936,829 shares of the Trust (310,158,949 shares of
the Short Term Government Income Fund, 154,532,827
shares of the Institutional Government Income Fund,
1,638,843 shares of the Intermediate Term Government
Income Fund, 1,875,241 shares of the Adjustable Rate
U.S. Government Securities Fund and 1,730,969 shares
of the Global Bond Fund) were sold during the fiscal
year in reliance upon Rule 24f-2.1
<PAGE>
1. Calculation of the Filing Fee:
(A) Aggregate sale price for
shares specified in
Item (v): $518,302,848
(B) Aggregate redemption
price of securities
repurchased: $536,141,887
(C) Aggregate redemption
price of securities
applied pursuant to
Section 24(e)(1): 0
------------
(D) Difference between
(B) and (C) 536,141,887
------------
Amount on which fee is to be
calculated (difference between
(A) and (D)) $ None
============
Filing Fee: None
Attached to this Rule 24f-2 Notice, and made a part hereof, is an
opinion of counsel indicating that the shares, the registration
of which the Notice makes definite in number, were legally
issued, fully paid and non-assessable.
Very truly yours,
MIDWEST TRUST
/s/ John F. Splain
John F. Splain
Secretary
GOODWIN, PROCTER & HOAR
A PARTNERSHIP INCLUDING PROFESSIONAL
CORPORATIONS
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
November 14, 1995
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Re: Midwest Trust
1995 Rule 24f-2 Notice
-----------------------
As Massachusetts counsel to Midwest Trust (the "Trust"), we
have been requested to render an opinion in connection with the
filing by the Trust of a Rule 24f-2 Notice with respect to the
fiscal year ended September 30, 1995 (the "Notice").
In the Notice, the Trust reports that an aggregate of
469,936,829 shares of the Trust (310,158,949 shares of its Short
Term Government Income Fund, 154,532,827 shares of its
Institutional Government Income Fund, 1,638,843 shares of its
Intermediate Term Government Income Fund, 1,875,241 shares of its
Adjustable Rate U.S. Government Securities Fund, and 1,730,969
shares of its Global Bond Fund, collectively the "Shares") were
sold during the fiscal year ended September 30, 1995 in reliance
upon registration under the Securities Act of 1933 pursuant to
Rule 24f-2 under the Investment Company Act of 1940.
We have examined the Trust's Restated Agreement and
Declaration of Trust dated August 26, 1993 and subsequent
amendments thereto including an Amendment changing the name of
the Trust from "Midwest Income Trust," its Bylaws, a Certificate
of the Secretary of the Trust concerning certain actions by the
Trustees of the Trust, and the text of the Notice.
Based upon the foregoing and assuming that all of the
Shares were sold in accordance with the terms of the respective
Prospectuses and the Statements of Additional Information with
respect thereto that were in effect at the time of the sales, we
are of the opinion that, under Massachusetts law, the law of the
jurisdiction in which the Trust is organized, the aforesaid
number of Shares were legally issued, have been fully paid and
are nonassessable by the Trust.
Very truly yours,
/s/ Goodwin, Procter & Hoar
GOODWIN, PROCTER & HOAR
