MIDWEST STRATEGIC TRUST, 485BPOS, 1995-08-01

MIDWEST STRATEGIC TRUST
485BPOS, 1995-08-01

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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. 29
----
and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY

ACT OF 1940 /x/

Amendment No. 29
----
(Check appropriate box or boxes.)

MIDWEST STRATEGIC TRUST
------------------------
(Exact name of Registrant as Specified in Charter)

FILE NOS. 811-3651 and 2-80859
------------------------------
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202
------------------------------------------------------
(Address of Principal Executive Offices) Zip Code

Registrant's Telephone Number, including Area Code (513) 629-2000
-----------------------------------------------------------------
Robert H. Leshner, 312 Walnut Street, 21st Floor,
-------------------------------------------------
Cincinnati, Ohio 45202
-----------------------
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
(check appropriate box)

/X/ immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)
/ / on (date) pursuant to paragraph (a) of Rule 485

Registrant registered an indefinite number of securities under
Rule 24f-2 by filing Registrant's initial registration statement
effective April 14, 1983. Pursuant to paragraph (b)(1) of Rule
24f-2, Registrant filed a Rule 24f-2 Notice for the fiscal year
ended March 31, 1995 on May 24, 1995.

TOTAL NUMBER OF PAGES:
EXHIBIT INDEX ON PAGE:

MIDWEST STRATEGIC TRUST
------------------------
FORM N-1A
CROSS REFERENCE SHEET
----------------------

ITEM SECTION IN PROSPECTUS
---- ---------------------
1........................... Cover Page
2........................... Expense Information
3........................... Financial Highlights, Performance
Information
4........................... Operation of the Funds, Investment
Objectives and Policies
5........................... Operation of the Funds, Financial
Highlights
6........................... Cover Page, Dividends and Distributions,
Taxes, Operation of the Funds
7........................... How to Purchase Shares, Shareholder
Services, Exchange Privilege, Operation
of the Funds, Calculation of Share
Price and Public Offering Price,
Distribution Plan(s), Application
8........................... How to Redeem Shares, Shareholder
Services
9........................... None

SECTION IN STATEMENT OF
ITEM ADDITIONAL INFORMATION
---- -----------------------
10.......................... Cover Page
11.......................... Table of Contents
12.......................... The Trust
13.......................... Definitions, Policies and Risk
Considerations, Investment Limitations,
Portfolio Turnover
14.......................... Trustees and Officers
15.......................... Principal Security Holders
16.......................... The Investment Adviser and Underwriter,
Distribution Plans, Custodian,
Accountants, MGF Service Corp.
17.......................... Securities Transactions
18.......................... The Trust
19.......................... Calculation of Share Price and Public
Offering Price, Other Purchase
Information, Redemption in Kind
20.......................... Taxes
21.......................... The Investment Adviser and Underwriter
22.......................... Historical Performance Information
23.......................... Annual Report

PROSPECTUS
----------
August 1, 1995
---------------

MIDWEST STRATEGIC TRUST
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

U.S. GOVERNMENT SECURITIES FUND
TREASURY TOTAL RETURN FUND

The U.S. Government Securities Fund and the Treasury
Total Return Fund (individually a "Fund" and collectively
the "Funds") are two separate series of Midwest Strategic
Trust.

The U.S. GOVERNMENT SECURITIES FUND seeks high current
income, consistent with the protection of capital, by
investing primarily in obligations issued or guaranteed as
to principal and interest by the United States Government,
its agencies or instrumentalities (U.S. Government
obligations). It is anticipated that the Fund will invest
primarily in mortgage-backed securities issued or guaranteed
by the Government National Mortgage Association, the Federal
Home Loan Mortgage Corporation or the Federal National
Mortgage Association.

The TREASURY TOTAL RETURN FUND seeks the highest level
of total return over the long term, consistent with the
protection of capital, by investing primarily in direct
obligations of the United States Treasury. High current
income is a secondary objective. The maturities of the U.S.
Treasury obligations in which the Fund invests will be
allocated based upon interest rate trends projected by the
Adviser.

Midwest Group Financial Services, Inc. (the "Adviser")
manages the Funds' investments and their business affairs.

--------------------------------------------------------
For Information or Assistance in Opening an Account, Please
Call:
Nationwide (Toll-Free) . . . . . . . . . . . 800-543-0407
Cincinnati . . . . . . . . . . . . . . . . . 513-629-2050
----------------------------------------------------------
<PAGE>
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
-------------------
U.S. Government Treasury
Shareholder Transaction Expenses Securities Total Return
-------------------------------- Fund Fund
--------------- -----------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)....... 2% 4%
Sales Load Imposed on Reinvested Dividends... None None
Exchange Fee................................. None None
Redemption Fee............................... None* None*

* A wire transfer fee is charged by the Funds' 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 Fund Operating Expenses (as a percentage of average
------------------------------ net assets)

U.S. Government Treasury
Securities Total Return
Fund Fund
--------------- -------------
Management Fees .75% .63%(A)
12b-1 Fees(B) .05% .01%
Other Expenses .40% .61%
------ -----
Total Fund Operating Expenses 1.20% 1.25%(C)
====== ======
(A) Absent waivers of management fees, such fees would have been
.75% for the fiscal year ended March 31, 1995.
(B) Each Fund may incur 12b-1 fees in an amount up to .25% of
its average net assets. Long-term shareholders may pay more
than the economic equivalent of the maximum front-end sales
loads permitted by the National Association of Securities
Dealers.
(C) Absent waivers of management fees by the Adviser, total Fund
operating expenses would have been 1.37% for the fiscal year
ended March 31, 1995.

<PAGE>
The purpose of these tables is to assist the investor in
understanding the various costs and expenses that an investor in
the Funds 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
-------
You would pay the following U.S.
expenses on a $1,000 Government Treasury
investment, assuming (1) Securities Total Return
5% annual return and (2) Fund Fund
redemption at the end of ---------- ------------
each time period: 1 Year $ 32 $ 52
3 Years 57 78
5 Years 85 106
10 Years 163 185

FINANCIAL HIGHLIGHTS
---------------------
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
March 31, 1995 and related auditors' report appear in the
Statement of Additional Information of the Funds, 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.

U.S. GOVERNMENT SECURITIES FUND
Per Share Data for a Share Outstanding Throughout Each Year

Year Ended March 31,
----------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at
beginning of year ............. $ 9.85 $10.47 $10.18 $10.04 $ 9.78 $ 9.81 $10.17 $10.76 $10.88 $10.02
------- ------- ------- ------- ------- ------- ------- ------ ------- -------
Income from investment operations:
Net investment income......... 0.58 0.64 0.69 0.79 0.81 0.86 0.82 0.84 0.88 1.06
Net realized and unrealized
gains (losses) on investments (0.59) (0.59) 0.47 0.14 0.26 (0.03) (0.33) (0.56) -- 1.10
------- ------- ------- ------- ------- ------- ------- ------ ------- -------
Total from investment operations (0.01) 0.05 1.16 0.93 1.07 0.83 0.49 0.28 0.88 2.16
------- ------- ------- ------- ------- ------- ------- ------ ------- -------
Less distributions:
Dividends from net
investment income ............ (0.58) (0.64) (0.69) (0.79) (0.81) (0.86) (0.82) (0.84) (0.88) (1.06)
Distributions from
net realized gains ........... (0.04) (0.03) (0.18) -- -- -- (0.03) (0.03) (0.12) (0.24)
------- ------- ------- ------- ------- ------- ------- ------ ------- -------
Total distributions............. (0.62) (0.67) (0.87) (0.79) (0.81) (0.86) (0.85) (0.87) (1.00) (1.30)
------- ------- ------- ------- ------- ------- ------- ------ ------- -------
Net asset value at end of year.. $ 9.22 $ 9.85 $10.47 $10.18 $10.04 $ 9.78 $ 9.81 $10.17 $10.76 $10.88
======= ======= ======= ======= ======= ======= ======= ====== ======= =======

Total return(A) ................ 0.06% 0.30% 11.71% 9.46% 11.37% 8.60% 4.96% 2.95% 8.62% 22.14%
======= ======= ======= ======= ======= ======= ======= ====== ======= =======

Net assets at end of year (000's) $26,174 $40,479 $31,633 $40,253 $43,753 $28,788 $31,047 $40,429 $54,657 $39,330
======= ======= ======= ======= ======= ======= ======= ====== ======= =======

Ratio of expenses to
average net assets ........... 1.20% 1.20% 1.20% 1.19% 1.30% 1.31%(B) 1.37% 1.60% 1.25%(B) 1.49%
Ratio of net investment income
to average net assets......... 6.26% 6.14% 6.61% 7.73% 8.19% 8.60%(B) 8.15% 8.31% 8.23%(B) 9.97%

Portfolio turnover rate......... 205% 246% 188% 55% 53% 128% 140% 94% 93% 110%

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)During the years ended March 31, 1990 and March 31, 1987, the Adviser
absorbed expenses of the Fund through waiver of a portion of the investment
advisory fee. If the Adviser had not waived any fees, the ratios of expenses
to average net assets and net investment income to average net assets would
have been 1.34% and 8.57%, respectively, for the year ended March 31, 1990,
and would have been 1.32% and 8.16%, respectively, for the year ended March
31, 1987.
</FN>
</TABLE>
<PAGE>

TREASURY TOTAL RETURN FUND
Per Share Data for a Share Outstanding Throughout Each Period

From Date
of Public
Offering
(Jan. 26.,
1988)
Year Ended March 31, Through
------------------------------------------------------------ March 31,
1995 1994 1993 1992 1991 1990 1989 1988
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period. $ 8.95 $ 9.70 $ 9.10 $ 9.00 $ 8.78 $ 8.98 $ 9.25 $ 9.60
-------- -------- -------- -------- ------- ----------------- --------

Income from investment operations:
Net investment income................ 0.43 0.37 0.55 0.60 0.61 0.63 0.58 0.09
Net realized and unrealized gains
(losses) on investments............... (0.59) (0.39) 0.87 0.17 0.22 (0.20) (0.27) (0.35)
-------- -------- -------- --------- ------- -------- -------- --------

Total from investment operations....... (0.16) (0.02) 1.42 0.77 0.83 0.43 0.31 (0.26)
-------- -------- ------- --------- ------- -------- -------- --------

Less distributions:
Dividends from net investment
income(A) (0.43) (0.37) (0.55) (0.60) (0.61) (0.63) (0.58) (0.09)
Distributions from net
realized gains(A) -- (0.36) (0.27) (0.07) -- -- -- --
-------- -------- ------- -------- ------- -------- -------- --------

Total distributions.................... (0.43) (0.73) (0.82) (0.67) (0.61) (0.63) (0.58) (0.09)
-------- -------- ------- -------- ------- -------- -------- --------

Net asset value at end of period....... $ 8.36 $ 8.95 $ 9.70 $ 9.10 $ 9.00 $ 8.78 $ 8.98 $ 9.25
======== ======== ======== ======== ======= ======== ======== ========

Total return(B) ....................... (1.75%) (0.54%) 16.21% 8.98% 9.95% 4.71% 3.16% (16.59%)(D)
======== ======== ======== ======== ======= ======== ======== ========

Net assets at end of period (000's).... $25,974 $32,190 $ 43,427 $49,071 $65,326 $ 76,818 $ 69,253 $ 19,186
======== ======== ======== ======== ======= ======== ======== ========

Ratio of expenses to average net assets 1.25%(C) 1.25% 1.25% 1.25% 1.21% 1.17% 1.23% 1.59%(D)
Ratio of net investment income
to average net assets............... 5.06%(C) 3.84% 5.82% 6.58% 6.96% 6.86% 6.51% 5.28%(D)

Portfolio turnover rate................ 63% 526% 161% 130% 198% 111% 588% 0%

<FN>
(A)For the periods ended prior to March 31, 1993, the per share data was
calculated using average shares outstanding throughout each period, whereas
for the years ended March 31, 1995, 1994 and 1993, the per share data was
calculated based upon actual distributions. Actual distributions per share
based upon the actual number of shares outstanding on the ex-dividend dates of
distributions amounted to $.61, $.62, $.63, $.54 and $.05 from net investment
income for the periods ended March 31, 1992, 1991, 1990, 1989 and 1988,
respectively, and $.08 from net realized capital gains for the year ended
March 31, 1992.
(B)The total returns shown do not include the effect of applicable sales loads.
(C)During the year ended March 31, 1995, the Adviser absorbed expenses of the
Fund through waiver of a portion of the investment advisory fee. If the
Adviser had not waived any fees, the ratios of expenses to average net assets
and net investment income to average net assets would have been 1.37% and
4.94%, respectively.
(D)Annualized.
</FN>
</TABLE>

INVESTMENT OBJECTIVES AND POLICIES
----------------------------------
The U.S. Government Securities Fund and the Treasury
Total Return Fund are two series of Midwest Strategic Trust
(the "Trust"), each with its own portfolio and investment
objective(s). Neither Fund is intended to be a complete
investment program, and there is no assurance that the
investment objectives of either Fund can be achieved. Each
Fund's investment objectives may be changed by the Board of
Trustees without shareholder approval, but only after
notification has been given to shareholders and after this
Prospectus has been revised accordingly. If there is a
change in a Fund's investment objective, shareholders should
consider whether the Fund remains an appropriate investment
in light of their then current financial position and needs.
Unless otherwise indicated, all investment practices and
limitations of the Funds are nonfundamental policies which
may be changed by the Board of Trustees without shareholder
approval.

U.S. GOVERNMENT SECURITIES FUND
-------------------------------
The U.S. Government Securities Fund seeks high current
income, consistent with the protection of capital, by
investing primarily in obligations issued or guaranteed as
to principal and interest by the United States Government,
its agencies or instrumentalities ("U.S. Government
obligations" described below). Under normal circumstances,
at least 65% of the Fund's total assets will be invested in
U.S. Government obligations. It is anticipated that the
assets of the Fund will be invested principally in mortgage-
backed securities issued or guaranteed as to principal and
interest by the Government National Mortgage Association
(GNMA Certificates), the Federal Home Loan Mortgage
Corporation (FHLMC Certificates) or the Federal National
Mortgage Association (FNMA Certificates). GNMA
Certificates, FHLMC Certificates, FNMA Certificates and
other mortgage-related securities eligible for purchase by
the Fund are described below. Mortgage-related securities
purchased by the Fund will be either (i) issued by United
States Government sponsored corporations or (ii) rated Aaa
by Moody's Investors Service, Inc. or AAA by Standard &
Poor's Ratings Group or, if not rated, are of comparable
quality as determined by the Adviser.

The market value of investments available to the Fund,
and therefore the Fund's yield and net asset value, will
fluctuate due to changes in earnings, economic conditions,
quality ratings and other factors beyond the control of the
Adviser. Mortgage-related securities and other debt
securities are subject to price fluctuations based upon
changes in the level of interest rates, which will generally
result in all those securities changing in price in the same
way, i.e., all those securities experiencing appreciation
when interest rates decline and depreciation when interest
rates rise. In addition, the prepayment experience of the
mortgages underlying mortgage-related securities may affect
the value of, and the return on an investment in, such
securities.

MORTGAGE-RELATED SECURITIES. Mortgage-related
securities include GNMA Certificates, FHLMC Certificates,
FNMA Certificates and collateralized mortgage obligations
("CMOs").

GNMA Certificates are U.S. Government obligations
guaranteed by the Government National Mortgage Association
(the GNMA) and are mortgage-backed securities representing
part ownership of a pool of mortgage loans. The pool of
mortgage loans underlying the GNMA Certificates is assembled
by the issuer, usually a private mortgage lender. The loans
in the pool, issued by lenders such as mortgage bankers,
commercial banks and savings and loan associations, are
either insured by the Federal Housing Administration or the
Farmers' Home Administration or guaranteed by the Veterans
Administration. If the pool is approved by the GNMA, GNMA
Certificates are issued and sold to investors such as the
Fund. The Fund will invest only in GNMA Certificates of the
pass-through type. This type of GNMA Certificate entitles
the holder to receive all interest and principal payments
owed on the pool of mortgage loans, net of fees paid to the
issuer and the GNMA. In addition, the timely payment of
interest and principal on this type of GNMA Certificate is
guaranteed by the GNMA, even in the event of the foreclosure
of underlying mortgage loans. The GNMA guarantee is backed
by the full faith and credit of the United States. However,
shares of the Fund are not guaranteed or backed by either
the GNMA or the United States.

FHLMC Certificates are U.S. Government obligations
guaranteed by the Federal Home Loan Mortgage Corporation
(the FHLMC). As with GNMA Certificates, FHLMC Certificates
are pass-through mortgage-backed securities representing
part ownership of a pool of mortgage loans. The FHLMC
generally purchases such mortgage loans from those lenders
insured by the Federal Deposit Insurance Corporation, or
Federal Housing Administration mortgagees approved by the
Department of Housing and Urban Development. The securities
and guarantees of the FHLMC are not backed, directly or
indirectly, by the full faith and credit of the United
States.

FNMA Certificates are U.S. Government obligations
guaranteed by the Federal National Mortgage Association (the
FNMA). The FNMA is a U.S. Government sponsored corporation
owned entirely by private stockholders. It is subject to
general regulation by the Secretary of Housing and Urban
Development. The FNMA purchases residential mortgages from
a list of approved sellers, which include state and
federally-chartered savings and loan associations, mutual
savings banks, commercial banks, credit unions and mortgage
banks. Pass-through securities issued by the FNMA are not
backed by the full faith and credit of the United States,
although the Secretary of the Treasury of the United States
has discretionary authority to lend the FNMA up to $2.25
billion outstanding at any time.

CMOs generally are mortgage-backed obligations that
separate mortgage pools into short-term, medium-term and
long-term portions. Each CMO receives interest owed on the
pool of mortgage loans, but principal is usually paid first
to the short-term CMOs, then to medium-term CMOs and then to
long-term CMOs. CMOs usually are issued by investment
bankers, the FNMA, and home builders. The Fund will invest
in CMOs which are collateralized by pass-through mortgage-
backed securities issued by the Government National Mortgage
Association, Federal National Mortgage Association and
Federal Home Loan Mortgage Corporation, or any combination
thereof. The CMOs in which the Fund invests will evidence
interests in pools of mortgage loans secured by first liens
on 1-4 family residential properties.

Investments in CMOs are subject to the same risks as
direct investments in the underlying mortgage-backed
securities, including the risks described below with respect
to prepayments of and payments on foreclosures of underlying
mortgage loans. In addition, in the event of a bankruptcy
or other default of the broker or agency issuing the CMO,
the Fund could experience both delays in liquidating its
position and losses. The Fund will not invest more than 10%
of its net assets in CMOs for which there is no established
market and other illiquid securities. In addition, pursuant
to the position of the staff of the Securities and Exchange
Commission, the Fund will not invest more than 5% of its
total assets in any CMO which is an investment company under
the Investment Company Act of 1940 and will not invest more
than 10% of its total assets in all such CMOs and securities
of other investment companies.

The Fund may also invest in stripped mortgage-backed
securities, which are derivative multiclass mortgage
securities issued by agencies or instrumentalities of the
United States Government, or by private originators of, or
investors in, mortgage loans, including savings and loan
associations, mortgage banks, commercial banks, investment
banks and special purpose subsidiaries of the foregoing.
Stripped mortgage-backed securities are usually structured
with two classes that receive different proportions of the
interest and principal distributions on a pool of mortgage
assets. A common type of stripped mortgage-backed security
will have one class receiving all of the interest from the
mortgage assets (the interest-only or "IO" class), while the
other class will receive all of the principal (the
principal-only or "PO" class). The yield to maturity on an
IO class is extremely sensitive to the rate of principal
payments (including prepayments) on the related underlying
mortgage assets, and a rapid rate of principal payments may
have a material adverse effect on the securities' yield to
maturity. If the underlying mortgage assets experience
greater than anticipated prepayments of principal, the Fund
may fail to fully recoup its initial investment in these
securities even if the security is rated AAA or Aaa, and
could even lose its entire investment. Although stripped
mortgage-backed securities are purchased and sold by
institutional investors through several investment banking
firms acting as brokers or dealers, these securities were
only recently developed. As a result, established trading
markets have not yet developed for certain stripped
mortgage-backed securities. The Fund will not invest more
than 10% of its net assets in stripped mortgage-backed
securities for which there is no established market and
other illiquid securities. The Fund may invest more than
10% of its net assets in stripped mortgage-backed securities
deemed to be liquid if the Adviser determines, under the
direction of the Board of Trustees, that the security can be
disposed of promptly in the ordinary course of business at a
value reasonably close to that used in the calculation of
the Fund's net asset value per share.

Prepayments of and payments on foreclosures of mortgage
loans underlying a mortgage-related security are passed
through to the registered holder with the regular monthly
payments of principal and interest, and have the effect of
reducing future payments. The mortgage loans underlying a
mortgage-related security may be prepaid at any time without
penalty. If a prepayment of a mortgage loan underlying a
particular mortgage-related security occurs, the return to
the Fund may be lower if the Fund acquired the security at a
premium over par or higher if the Fund acquired the security
at a discount from par. In addition, prepayments of
mortgage loans underlying a particular mortgage-related
security held by the Fund will reduce the market value of
the security to the extent the market value of the security
at the time of prepayment exceeds its par value. In periods
of declining mortgage interest rates, prepayments may occur
with increasing frequency because, among other reasons,
mortgagors may be able to refinance outstanding mortgages at
lower interest rates. In general, a decline in interest
rates will cause the net asset value of the Fund to increase
to the extent that prepayments do not occur, while a rise in
interest rates will cause the net asset value of the Fund to
decrease.

Some of the pass-through mortgage securities in which
the Fund invests may be adjustable rate mortgage securities
("ARMS"). ARMS are collateralized by adjustable rather than
fixed-rate mortgages. The ARMS in which the Fund invests
are actively traded. Generally, adjustable rate mortgages
have a specified maturity date and amortize principal over
their life. In periods of declining interest rates there is
a reasonable likelihood that ARMS will experience increased
rates of prepayment of principal. However, the major
difference between ARMS and fixed-rate mortgage securities
is that the interest rate can and does change in accordance
with movements in a particular, pre-specified, published
interest rate index. There are two main categories of
indices: those based on U.S. Treasury obligations and those
derived from a calculated measure, such as a cost of funds
index or a moving average of mortgage rates. The amount of
interest on an adjustable rate mortgage is calculated by
adding a specified amount to the applicable index, subject
to limitations on the maximum and minimum interest that is
charged during the life of the mortgage or to maximum and
minimum changes to that interest rate during a given period.
Because the interest rate on ARMS generally moves in the
same direction as market interest rates, the market value of
ARMS tends to be more stable than that of fixed-rate
mortgage securities and ARMS tend to experience lower rates
of prepayment of principal than fixed-rate mortgage
securities. However, ARMS are also less likely than fixed-
rate mortgage securities of comparable quality and maturity
to increase significantly in value during periods of
declining interest rates.

TREASURY TOTAL RETURN FUND
--------------------------
The Treasury Total Return Fund seeks the highest level
of total return over the long term, consistent with the
protection of capital, by investing primarily in direct
obligations of the United States Treasury ("U.S. Treasury
obligations" described below). High current income is a
secondary objective. Under normal circumstances, at least
65% of the Fund's total assets will be invested in U.S.
Treasury obligations. It is anticipated that the remainder
of the Fund's assets will be invested in repurchase
agreements collateralized by U.S. Treasury obligations.
Although the Fund will normally limit its investment in
repurchase agreements to 35% of its total assets, the Fund
may, for temporary defensive purposes, invest up to 50% of
its assets in repurchase agreements. For a discussion of
repurchase agreements, see "Additional Investment
Information."

<PAGE>
In pursuing the Fund's objectives, the Adviser will
actively manage the Fund's portfolio in light of market
conditions and trends. When in the opinion of the Adviser,
market indicators point to lower interest rates, the average
maturity of the Fund's portfolio will be lengthened to take
advantage of the anticipated increase in bond prices. When
rising interest rates are indicated, the average maturity of
the portfolio will be shortened to protect the Fund against
the anticipated decrease in bond prices.

In order to interpret the trend in interest rates, the
Adviser uses a composite indicator with different
subvariables, each of which is in some way reflective of the
overall strength of the economy. Any reversal in the
interest rate trend projected by this indicator mandates a
dramatic shift in the allocation of the maturities of the
Fund's portfolio holdings. If the indicator projects
falling interest rates, the Adviser will convert 50% to 100%
of the Fund's portfolio to long-term U.S. Treasury
obligations. Conversely, if the indicator projects higher
interest rates, the Adviser will convert 50% to 100% of the
Fund's portfolio to short-term U.S. Treasury obligations.
Depending on market conditions, the Adviser may invest up to
100% of the Fund's portfolio in obligations of the same
maturity.

The Adviser anticipates that this technique will enable
the Fund to (1) capture the capital appreciation generated
by long-term U.S. Treasury obligations during periods of
falling interest rates and (2) protect these gains by
shifting portfolio assets to short-term U.S. Treasury
obligations during periods of rising interest rates.

The U.S. Treasury obligations in which the Fund may
invest include direct obligations of the United States
Treasury such as Treasury bills, Treasury notes and Treasury
bonds. U.S. Treasury obligations are backed by the "full
faith and credit" of the United States Government. However,
shares of the Fund are not guaranteed or backed by the
United States Government. The Fund may invest up to 20% of
its net assets in U.S. Treasury obligations traded under the
Separate Trading of Registered Interest and Principal of
Securities ("STRIPS") program. The Fund may invest in U.S.
Treasury obligations of any maturity.

The market value of investments available to the Fund,
and therefore the Fund's yield and net asset value, will
fluctuate due to changes in interest rates, economic
conditions, quality ratings and other factors beyond the
control of the Adviser. U.S. Treasury obligations are
subject to price fluctuations based upon changes in the
level of interest rates, which will generally result in all
those securities changing in price in the same way, i.e.,
all those securities experiencing appreciation when interest
rates decline and depreciation when interest rates rise. In
addition, securities with longer maturities generally offer
both higher yields and greater exposure to market
fluctuation from changes in interest rates. Consequently,
to the extent the Fund is significantly invested in U.S.
Treasury obligations with longer maturities, investors in
the Fund should be aware that there is a possibility of
greater fluctuation in the Fund's net asset value.

Because a substantial portion of the Fund's portfolio
securities may be sold when the Adviser believes that market
indicators point to a change in the level of interest rates,
the Fund may experience a very substantial portfolio
turnover rate.

ADDITIONAL INVESTMENT INFORMATION
---------------------------------
U.S. GOVERNMENT OBLIGATIONS. "U.S. Government
obligations" include securities which are issued or
guaranteed by the United States Treasury, by various
agencies of the United States Government, and by various
instrumentalities which have been established or sponsored
by the United States Government. U.S. Treasury obligations
are backed by the "full faith and credit" of the United
States Government. Other U.S. Government obligations may or
may not be backed by the "full faith and credit" of the
United States. In the case of securities not backed by the
"full faith and credit" of the United States, the investor
must look principally to the agency issuing or guaranteeing
the obligation for ultimate repayment, and may not be able
to assert a claim against the United States in the event the
agency or instrumentality does not meet its commitments.

U.S. Treasury obligations include Treasury bills,
Treasury notes, and Treasury bonds. U.S. Treasury
obligations also include the separate principal and interest
components of U.S. Treasury obligations which are traded
under the Separate Trading of Registered Interest and
Principal of Securities ("STRIPS") program. Government
agencies which issue or guarantee securities backed by the
"full faith and credit" of the United States include the
Government National Mortgage Association, the Student Loan
Marketing Association and the Small Business Administration.
Government agencies and instrumentalities which issue or
guarantee securities not backed by the "full faith and
credit" of the United States include the Federal Farm Credit
Banks, the Federal Home Loan Banks, the Federal National
Mortgage Association, the Federal Home Loan Mortgage
Corporation, the Federal Land Bank, the Bank for
Cooperatives, the Federal Intermediate Credit Bank, the
Federal Financing Bank, the Resolution Funding Corporation,
the Financing Corporation of America and the Tennessee
Valley Authority.

DELAYED SETTLEMENT TRANSACTIONS. Each Fund may trade
securities on a "when-issued" or "to-be-announced" basis.
Obligations issued on a when-issued or to-be-announced basis
are settled by delivery and payment after the date of the
transaction, usually within 15 to 45 days. In a to-be-
announced transaction, a Fund has committed to purchasing or
selling securities for which all specific information is not
yet known at the time of the trade, particularly the face
amount in transactions involving mortgage-related
securities. The Funds will only make commitments to
purchase obligations on a when-issued or to-be-announced
basis with the intention of actually acquiring the
obligations, but a Fund may sell these securities before the
settlement date if it is deemed advisable as a matter of
investment strategy or in order to meet its obligations,
although it would not normally expect to do so. The Funds
will not enter into a delayed settlement transaction which
settles in more than 120 days.

Purchases of securities on a when-issued or to-be-
announced basis are subject to market fluctuations and their
current value is determined in the same manner as other
portfolio securities. When effecting such purchases for a
Fund, a segregated account of cash or U.S. Government
obligations of the Fund in an amount sufficient to make
payment for the portfolio securities to be purchased will be
maintained with the Fund's Custodian at the trade date and
valued daily at market for the purpose of determining the
adequacy of the securities in the account. If the market
value of segregated securities declines, additional cash or
U.S. Government obligations will be segregated on a daily
basis so that the market value of the Fund's segregated
assets will equal the amount of the Fund's commitments to
purchase when-issued obligations and securities on a to-be-
announced basis. A Fund's purchase of securities on a when-
issued or to-be-announced basis may increase its overall
investment exposure and involves a risk of loss if the value
of the securities declines prior to the settlement date or
if the broker-dealer selling the securities fails to deliver
after the value of the securities has risen.

REPURCHASE AGREEMENTS. Each Fund may enter into
repurchase agreements. Repurchase agreements are
transactions by which a 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, a Fund could experience both delays in
liquidating the underlying security and losses. To minimize
these possibilities, each Fund intends to enter into
repurchase agreements only with its Custodian, banks having
assets in excess of $10 billion and the largest and, in the
Board of Trustees' judgment, most creditworthy primary U.S.
Government securities dealers. Each Fund may enter into
repurchase agreements collateralized by U.S. Government
obligations in which that Fund could invest directly.
Collateral for repurchase agreements is held in safekeeping
in the customer-only account of the Funds' Custodian at the
Federal Reserve Bank. At the time a Fund enters into a
repurchase agreement, the value of the collateral, including
accrued interest, will equal or exceed the value of the
repurchase agreement and, in the case of a repurchase
agreement exceeding one day, the seller agrees to maintain
sufficient collateral so the value of the underlying
collateral, including accrued interest, will at all times
equal or exceed the value of the repurchase agreement. A
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 the net assets of the Fund would be
invested in such securities and other illiquid securities.

BORROWING AND PLEDGING. Each Fund may borrow money
from banks or other persons. Borrowing magnifies the
potential for gain or loss on the portfolio securities of
the Funds and, therefore, if employed, increases the
possibility of fluctuation in a Fund's net asset value.
This is the speculative factor known as leverage. To reduce
the risks of borrowing, the Funds will limit their
borrowings as described below. Each 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.

The U.S. Government Securities Fund may borrow money in
an amount not exceeding 10% of total assets as a temporary
measure for extraordinary or emergency purposes and 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. These policies do not preclude the U.S. Government
Securities Fund from entering into reverse repurchase
transactions (see below), provided that the Fund has asset
coverage of 300% of all its reverse repurchase commitments
pursuant to such transactions and all other outstanding
borrowings of the Fund.

The Treasury Total Return Fund may borrow money from
banks (provided there is 300% asset coverage) or from banks
or other persons for temporary purposes (in an amount not
exceeding 5% of its total assets). The Fund will not make
any borrowing which would cause its outstanding borrowings
to exceed one-third of the value of its total assets. The
Fund may pledge assets in connection with borrowings but
will not pledge more than one-third 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.

REVERSE REPURCHASE TRANSACTIONS. The U.S. Government
Securities Fund may enter into reverse repurchase
transactions. A reverse repurchase transaction involves the
sale of a money market instrument held by the Fund coupled
with an agreement by the Fund to repurchase the instrument
at a stated price, date and interest payment. The Fund will
use the proceeds of a reverse repurchase transaction to
purchase other money market instruments which either mature
at a date simultaneous with or prior to the expiration of
the reverse repurchase agreement or which are held under an
agreement to resell maturing as of that time.

The Fund will enter into a reverse repurchase
transaction only when the interest income to be earned from
the investment of the proceeds of the transaction is greater
than the interest expense of the transaction. Under the
Investment Company Act of 1940, reverse repurchase
transactions may be considered to be borrowings by the
seller. The Fund may not enter into a reverse repurchase
transaction if, as a result, its current obligations under
such agreements and all of its other outstanding borrowings
would exceed one-third of the current market value of the
Fund's total assets (less all its liabilities other than
obligations under such agreements and other borrowings).
The Fund may enter into reverse repurchase transactions with
banks or broker-dealers. Entry into such transactions
requires the creation and maintenance of a segregated
account with the Fund's Custodian consisting of cash and/or
U.S. Government obligations.

LENDING PORTFOLIO SECURITIES. The Treasury Total
Return 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 U.S. Government obligations, with the
Fund's Custodian in an amount at least equal to the market
value of the loaned securities. Although the Fund does have
the ability to make loans of all of its portfolio
securities, it is the present intention of the Fund, which
may be changed without shareholder approval, to limit the
amount of loans of portfolio securities to no more than 25%
of its net assets.

PORTFOLIO TURNOVER. The Funds do not intend to use
short-term trading as a primary means of achieving their
investment objectives. However, each Fund's rate of
portfolio turnover will depend upon market and other
conditions, and it will not be a limiting factor when
portfolio changes are deemed necessary or appropriate by the
Adviser. The portfolio turnover of the Funds may be greater
than that of many other mutual funds. High turnover
involves correspondingly greater commission expenses and
transaction costs and increases the possibility that the
Funds would not qualify as regulated investment companies
under Subchapter M of the Internal Revenue Code. A Fund
will not qualify as a regulated investment company if it
derives 30% or more of its gross income from gains (without
offset for losses) from the sale or other disposition of
securities held for less than three months. High turnover
may result in a Fund recognizing greater amounts of income
and capital gains, which would increase the amount of income
and capital gains which the Fund must distribute to its
shareholders in order to maintain its status as a regulated
investment company and to avoid the imposition of federal
income or excise taxes (see "Taxes").

HOW TO PURCHASE SHARES
----------------------
Your initial investment in either Fund ordinarily must
be at least $1,000 ($250 for tax-deferred retirement plans).
You may purchase additional shares through the Open Account
Program described below. You may open an account and make
an initial investment through securities dealers having a
sales agreement with the Trust's principal underwriter,
Midwest Group Financial Services, Inc. (the "Adviser"). You
may also make a direct initial investment 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 "U.S. Government Securities
Fund" or the "Treasury Total Return Fund," whichever is
applicable. An account application is included in this
Prospectus.

Shares of each Fund are purchased at the public offering
price. The public offering price of shares of the U.S.
Government Securities Fund applicable to investors whose accounts
are opened after January 31, 1995 is the next determined net
asset value per share plus a sales load as shown in the following
table.
Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
-------------------- ---------- -------- ----------
Less than $100,000 2.00% 2.04% 1.80%
$100,000 but less than $250,000 1.50 1.52 1.35
$250,000 but less than $500,000 1.00 1.01 .90
$500,000 but less than $1,000,000 .75 .76 .65
$1,000,000 or more None None None

The public offering price of shares of the U.S. Government
Securities Fund applicable to investors whose accounts were
opened prior to February 1, 1995 is the next determined net
asset value per share plus a sales load as shown in the
following table.
Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
-------------------- ---------- -------- ---------
Less than $500,000 1.00% 1.01% 1.00%
$500,000 but less than $1,000,000 .75 .76 .75
$1,000,000 or more None None None

The public offering price of shares of the Treasury Total
Return Fund is the next determined net asset value per share
plus a sales load as shown in the following table.
Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
-------------------- --------- -------- -----------
Less than $100,000 4.00% 4.17% 3.60%
$100,000 but less than $250,000 3.50 3.63 3.30
$250,000 but less than $500,000 2.50 2.56 2.30
$500,000 but less than $1,000,000 2.00 2.04 1.80
$1,000,000 or more None None None

Under certain circumstances, the Adviser may increase
or decrease the reallowance to dealers. Dealers engaged in
the sale of shares of the Funds may be deemed to be
underwriters under the Securities Act of 1933. The Adviser
retains the entire sales load on all direct initial
investments in the Funds and on all investments in accounts
with no designated dealer of record.

Shares of each Fund are sold on a continuous basis at
the public offering price next determined after receipt of a
purchase order by the Trust. Purchase orders received by
dealers prior to 4:00 p.m., Eastern time, on any business
day and transmitted to the Adviser by 5:00 p.m., Eastern
time, that day are confirmed at the public offering price
determined as of the close of the regular session of trading
on the New York Stock Exchange on that day. It is the
responsibility of dealers to transmit properly completed
orders so that they will be received by the Adviser by 5:00
p.m., Eastern time. Dealers may charge a fee for effecting
purchase orders. Direct purchase orders received by MGF
Service Corp. by 4:00 p.m., Eastern time, are confirmed at
that day's public offering price. Direct investments
received by MGF Service Corp. after 4:00 p.m. and orders
received from dealers after 5:00 p.m. are confirmed at the
public offering price next determined on the following
business day.

In addition to the compensation otherwise paid to
securities dealers, the Adviser may from time to time pay
from its own resources additional cash bonuses or other
incentives to selected dealers in connection with the sale
of shares of the Funds. On some occasions, such bonuses or
incentives may be conditioned upon the sale of a specified
minimum dollar amount of the shares of the Funds and/or
other funds in the Midwest Group during a specific period of
time. Such bonuses or incentives may include financial
assistance to dealers in connection with conferences, sales
or training programs for their employees, seminars for the
public, advertising, sales campaigns and other dealer-
sponsored programs or events.

The Trust mails you confirmations of all purchases or
redemptions of Fund shares. Certificates representing
shares are not ordinarily issued, but you may receive a
certificate without charge by sending a written request to
MGF Service Corp. Certificates for fractional shares will
not be issued. If a certificate has been issued to you, you
will not be permitted to exchange shares by telephone or to
use the automatic withdrawal plan as to those shares. 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 Funds' 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 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.

OPEN ACCOUNT PROGRAM. Please direct inquiries
concerning the services described in this section to MGF
Service Corp. at the address or numbers listed below.

After an initial investment, all investors are
considered participants in the Open Account Program. The
Open Account Program helps investors make purchases of
shares of the Funds over a period of years and permits the
automatic reinvestment of dividends and distributions of the
Funds in additional shares without a sales load.

Under the Open Account Program, you may purchase and
add shares to your account at any time either through your
securities dealer or by sending a check to MGF Service
Corp., P.O. Box 5354, Cincinnati, Ohio 45201-5354. The
check should be made payable to the applicable Fund.

Under the Open Account Program, you may also purchase
shares of the Funds by bank wire. Please telephone MGF
Service Corp. (Nationwide call toll-free 800-543-0407; in
Cincinnati call 629-2050) for instructions. 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.

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. All purchases under the
Open Account Program are made at the public offering price
next determined after receipt of a purchase order by the
Trust. If a broker-dealer received concessions for selling
shares of the Funds to a current shareholder, such broker-
dealer will receive the concessions described above with
respect to additional investments by the shareholder.

REDUCED SALES LOAD. A "purchaser" (defined below) may
use the Right of Accumulation to combine the cost or current
net asset value (whichever is higher) of his existing shares
of the load funds distributed by the Adviser with the amount
of his current purchases in order to take advantage of the
reduced sales loads set forth in the tables above.
Purchases made in any load fund distributed by the Adviser
pursuant to a Letter of Intent may also be eligible for the
reduced sales loads. The minimum initial investment under a
Letter of Intent is $10,000. The load funds currently
distributed by the Adviser are listed in the Exchange
Privilege section of this Prospectus. Shareholders should
contact MGF Service Corp. for information about the Right of
Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE. You may purchase shares
of either Fund at net asset value when the payment for your
investment represents the proceeds from the redemption of
shares of any other mutual fund which has a front-end sales
load and is not distributed by the Adviser. Your investment
will qualify for this provision if the purchase price of the
shares of the other fund included a sales load and the
redemption occurred within one year of the purchase of such
shares and no more than sixty days prior to your purchase of
shares of the Funds. To make a purchase at net asset value
pursuant to this provision, you must submit photocopies of
the confirmations (or similar evidence) showing the purchase
and redemption of shares of the other fund. Your payment
may be made with the redemption check representing the
proceeds of the shares redeemed, endorsed to the order of
the applicable Fund. The redemption of shares of the other
fund is, for federal income tax purposes, a sale on which
you may realize a gain or loss. These provisions may be
modified or terminated at any time. Contact your securities
dealer or the Trust for further information.

Banks, bank trust departments and savings and loan
associations, in their fiduciary capacity or for their own
accounts, may also purchase shares of the Funds at net asset
value. To the extent permitted by regulatory authorities, a
bank trust department may charge fees to clients for whose
account it purchases shares at net asset value. Federal and
state credit unions may also purchase shares at net asset
value.

In addition, shares of the Funds may be purchased at
net asset value by broker-dealers who have a sales agreement
with the Adviser, and their registered personnel and
employees, including members of the immediate families of
such registered personnel and employees.

Clients of investment advisers and financial planners
may also purchase shares of the Funds at net asset value if
their investment adviser or financial planner has made
arrangements to permit them to do so with the Trust and the
Adviser. The investment adviser or financial planner must
notify MGF Service Corp. that an investment qualifies as a
purchase at net asset value.

Trustees, directors, officers and employees of the
Trust, the Adviser or MGF Service Corp., including members
of the immediate family of such individuals and employee
benefit plans established by such entities, may also
purchase shares of the Funds at net asset value.

ADDITIONAL INFORMATION. For purposes of determining
the applicable sales load and for purposes of the Letter of
Intent and Right of Accumulation privileges, a purchaser
includes an individual, his spouse and their children under
the age of 21, purchasing shares for his or their own
account; or a trustee or other fiduciary purchasing shares
for a single fiduciary account although more than one
beneficiary is involved; or employees of a common employer,
provided that economies of scale are realized through
remittances from a single source and quarterly confirmation
of such purchases; or an organized group, provided that the
purchases are made through a central administration, or a
single dealer, or by other means which result in economy of
sales effort or expense. Contact MGF Service Corp. for
additional information concerning purchases at net asset
value or at reduced sales loads.

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 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. Purchases of additional shares of
the Funds while the plan is in effect are generally
undesirable because a sales load is incurred whenever
purchases are made.

Tax-Deferred Retirement Plans
-----------------------------
Shares of either Fund are available for purchase in
connection with the following tax-deferred retirement plans:

-- Keogh Plans for self-employed individuals

-- Individual retirement account (IRA) plans for
individuals and their non-employed spouses

-- Qualified pension and profit-sharing plans for
employees, including those profit-sharing plans
with a 401(k) provision

-- 403(b)(7) custodial accounts for employees of
public school systems, hospitals, colleges and
other non-profit organizations meeting certain
requirements of the Internal Revenue Code

Direct Deposit Plans
--------------------
Shares of either 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 Funds.

Automatic Investment Plan
-------------------------
You may make automatic monthly investments in either
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
the Funds.

Reinvestment Privilege
----------------------
If you have redeemed shares of either Fund, you may
reinvest all or part of the proceeds without any additional
sales load. This reinvestment must occur within thirty days
of the redemption and the privilege may only be exercised
once per year.

HOW TO REDEEM SHARES
--------------------
You may redeem shares of either Fund on each day that
the Trust is open for business by sending a written request
to MGF Service Corp. The request must state the number of
shares or the dollar amount 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 $5,000 or more, your signature must
be 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.

You may also redeem shares by placing a wire redemption
request through a securities broker or dealer. Unaffiliated
broker-dealers may impose a fee on the shareholder for this
service. You will receive the net asset value per share
next determined after receipt by the Trust or its agent of
your wire redemption request. It is the responsibility of
broker-dealers to properly transmit wire redemption orders.

If your instructions request a redemption by wire, you
will be charged an $8 processing fee by the Funds'
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.

If a certificate for the shares was issued, it must be
delivered to MGF Service Corp., or the dealer in the case of
a wire redemption, duly endorsed or accompanied by a duly
endorsed stock power, with the signature guaranteed by any
of the eligible guarantor institutions outlined above.

Shares are redeemed at their net asset value per share
next determined after receipt by MGF Service Corp. of a
proper redemption request in the form described above.
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 Funds by certified check or wire.

The Trust and MGF Service Corp. will consider all
written and verbal instructions as authentic and will not be
responsible for the processing of exchange instructions
received by telephone which are reasonably believed to be
genuine or the delivery or transmittal of the redemption
proceeds by wire. The affected shareholders will bear the
risk of any such loss. The privilege of exchanging shares
by telephone is automatically available to all shareholders.
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.

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 shares is less than $1,000
(based on actual amounts invested including any sales load
paid, unaffected by market fluctuations), or $250 in the
case of tax-deferred retirement plans, 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.
<PAGE>
EXCHANGE PRIVILEGE
------------------
Shares of either Fund and of any other fund of the Midwest
Group of Funds may be exchanged for each other. Shares of
the Funds may be exchanged for Class A shares of any other
fund and for shares of any other fund which offers only one
class of shares (provided such fund does not impose a
contingent deferred sales load). 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.

The following are the funds of the Midwest Group of
Funds currently offered to the public. Funds sold with a
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 *Treasury Total Return Fund
California Tax-Free Money Fund *Equity Fund
Royal Palm Florida Tax-Free *Utility Fund
Money Fund
*Tax-Free Intermediate Term Fund Midwest Trust
*Ohio Insured Tax-Free Fund -------------
Short Term Government Income 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 net investment income of each Fund is
declared as a dividend to shareholders of record on each
business day of the Trust and paid monthly. Each Fund
expects to distribute any net realized long-term capital
gains at least once each year. Management will determine
the timing and frequency of the distributions of any net
realized short-term capital gains.

Distributions are paid according to one of the
following options:

Share Option - income distributions and capital gains
distributions reinvested in additional
shares

Income Option - income distributions and short-term
capital gains distributions paid in
cash; long-term capital gains
distributions reinvested in additional
shares

Cash Option - income distributions and capital gains
distributions paid in cash

You should indicate your choice of option on your
application. If no option is specified on your application,
distributions will automatically be reinvested in additional
shares. All distributions will be based on the net asset
value in effect on the payable date.

If you select the Income Option or the Cash Option 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.

An investor who has received in cash any dividend or
capital gains distribution from either Fund may return the
distribution within thirty days of the distribution date to
MGF Service Corp. for reinvestment at the net asset value
next determined after its return. The investor or his
dealer must notify MGF Service Corp. that a distribution is
being reinvested pursuant to this provision.

<PAGE>
TAXES
-----
Each 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. Each Fund intends to distribute substantially
all of its net investment income and any net realized
capital gains to its shareholders. Distributions of net
investment income as well as from net realized short-term
capital gains, if any, are taxable as ordinary income.
Since the Funds' investment income is derived from interest
rather than dividends, no portion of such distributions is
eligible for the dividends received deduction available to
corporations. Distributions of net realized long-term
capital gains are taxable as long-term capital gains
regardless of how long you have held your Fund shares.

The Funds will mail to each of their shareholders a
statement indicating the amount and federal income tax
status of all distributions made during the year. In
addition to federal taxes, shareholders of the Funds may be
subject to state and local taxes on distributions.
Shareholders should consult their tax advisors about the tax
effect of distributions and withdrawals from the Funds and
the use of the Automatic Withdrawal Plan and the Exchange
Privilege. The tax consequences described in this section
apply whether distributions are taken in cash or reinvested
in additional shares.

OPERATION OF THE FUNDS
----------------------
The Funds are diversified series of Midwest Strategic
Trust, an open-end management investment company organized
as a Massachusetts business trust on November 18, 1982. 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 Funds.

The Trust retains Midwest Group Financial Services,
Inc., 312 Walnut Street, Cincinnati, Ohio (the "Adviser"),
to manage the Funds' investments and their business affairs.
The Adviser was organized in 1974 and is also the investment
adviser to two other series of the Trust, five series of
Midwest Trust and six series of Midwest Group Tax Free
Trust. The Adviser is a subsidiary of Leshner Financial,
Inc., of which Robert H. Leshner is the controlling
shareholder. Each Fund pays the Adviser a fee equal to the
annual rate of .75% of the average value of its daily net
assets up to $200 million; .7% of such assets from $200
million to $500 million; and .5% of such assets in excess of
$500 million. The rate of the advisory fee paid by the
Funds is higher than that paid by most other mutual funds.

Bruce Chaiken, Assistant Vice President-Investments of
the Adviser, is primarily responsible for managing the
portfolio of the U.S. Government Securities Fund. Mr.
Chaiken has been employed by the Adviser and affiliated
companies in various capacities since 1987 and has been
managing the Fund's portfolio since June 1994. Robert H.
Leshner, Chairman and founder of the Adviser, is primarily
responsible for managing the portfolio of the Treasury Total
Return Fund. Mr. Leshner founded the Adviser in 1974 and
has been managing the Fund's portfolio since January 1995.

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

MGF Service Corp. also provides accounting and pricing
services to the Funds. MGF Service Corp. receives a monthly
fee from each 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 Funds. 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 Funds)
pays MGF Service Corp. a fee for these administrative
services equal to one-fourth of its advisory fee from the
Funds.

The Adviser serves as principal underwriter for the
Funds and, as such, is the exclusive agent for the
distribution of shares of the Funds. 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 Funds as a factor in the selection
of brokers and dealers to execute portfolio transactions of
the Funds. Subject to the requirements of the Investment
Company Act of 1940 and procedures adopted by the Board of
Trustees, the Funds 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 each Fund have equal voting rights and
liquidation rights. Each 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. 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, the Funds have adopted a plan of distribution (the
"Plan") under which the Funds 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 shares of the Funds
and who may be advising investors regarding the purchase,
sale or retention of Fund 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 Funds; 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 Funds' shares.

Pursuant to the Plan, the Funds may make payments to
dealers and other persons, including the Adviser and its
affiliates, who may be advising investors regarding the
purchase, sale or retention of shares of the Funds. For the
fiscal year ended March 31, 1995, the U.S. Government
Securities Fund paid $13,000 to the Adviser to reimburse it
for payments made to dealers and other persons who may be
advising shareholders regarding the retention of shares of
the Fund.

The annual limitation for payment of expenses pursuant
to the Plan is .25% of each Fund's average daily net assets.
Unreimbursed expenditures will not be carried over from year
to year. In the event the Plan is terminated by a 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 Plan terminates.

Pursuant to the Plan, the Funds 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 underwriting, 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 Funds or their 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 Funds may from time
to time purchase securities issued by banks which provide
such services; however, in selecting investments for the
Funds, no preference will be shown for such securities.

The Securities and Exchange Commission recently adopted
amendments proposed by the National Association of
Securities Dealers to its Rules of Fair Practice relating to
asset-based sales charges of mutual funds. The amendments
require fund-level accounting in which all sales charges -
front-end load, 12b-1 fees or contingent deferred load -
terminate when a percentage of gross sales is reached.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE
----------------------------------------------------
On each day that the Trust is open for business, the
public offering price (net asset value plus applicable sales
load) of the shares of each Fund is determined as of the
close of the regular session of trading on the New York
Stock Exchange, currently 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 a Fund's investments that its
net asset value might be materially affected. The net asset
value per share of each 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 Funds' portfolio securities for which market
quotations are readily available are valued at their most
recent bid prices as obtained from one or more of the major
market makers for such securities. Securities (and other
assets) for which market quotations are not readily
available 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. The net asset value per share of
each Fund will fluctuate with the value of the securities it
holds.

PERFORMANCE INFORMATION
-----------------------
From time to time, each Fund may advertise its "average
annual total return." Each Fund may also advertise "yield."
Both yield and average annual total return figures are based
on historical earnings and are not intended to indicate
future performance.

The "average annual total return" of a Fund refers to
the average annual compounded rates of return over the most
recent 1, 5 and 10 year periods or, where the Fund has not
been in operation for such period, over the life of the Fund
(which periods will be stated in the advertisement) that
would equate an initial amount invested at the beginning of
a stated period to the ending redeemable value of the
investment. The calculation of "average annual total
return" assumes the reinvestment of all dividends and
distributions and the deduction of the current maximum sales
load from the initial investment. A Fund may also advertise
total return (a "nonstandardized quotation") which is
calculated differently from "average annual total return."
A nonstandardized quotation of total return may be a
cumulative return which measures the percentage change in
the value of an account between the beginning and end of a
period, assuming no activity in the account other than
reinvestment of dividends and capital gains distributions.
A nonstandardized return may also indicate average annual
compounded rates of return over periods other than those
specified for "average annual total return." These
nonstandardized returns do not include the effect of the
applicable sales load which, if included, would reduce total
return. A nonstandardized quotation of total return will
always be accompanied by a Fund's "average annual total
return" as described above.

The "yield" of a Fund is computed by dividing the net
investment income per share earned during a thirty-day (or
one month) period stated in the advertisement by the maximum
public offering price per share on the last day of the
period (using the average number of shares entitled to
receive dividends). The yield formula assumes that net
investment income is earned and reinvested at a constant
rate and annualized at the end of a six-month period.

From time to time, the Funds may advertise their
performance rankings as published by recognized independent
mutual fund statistical services such as Lipper Analytical
Services, Inc. ("Lipper"), or by publications of general
interest such as Forbes, Money, The Wall Street Journal,
Business Week, Barron's, Fortune or Morningstar Mutual Fund
Values. The Funds may also compare their performance to
that of other selected mutual funds, averages of the other
mutual funds within their categories as determined by
Lipper, or recognized indicators. In connection with a
ranking, the Funds may provide additional information, such
as the particular category of funds to which the ranking
relates, the number of funds in the category, the criteria
upon which the ranking is based, and the effect of fee
waivers and/or expense reimbursements, if any. The Funds
may also present their performance and other investment
characteristics, such as volatility or a temporary defensive
posture, in light of the Adviser's view of current or past
market conditions or historical trends.

Further information about the Funds' performance is
contained in the Trust's annual report 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.<PAGE>
MIDWEST STRATEGIC TRUST
-----------------------
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4004
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Board of Trustees
-----------------
Robert Betagole
Dale P. Brown
Margaret S. Hansson
H. Jerome Lerner
Robert H. Leshner
Richard A. Lipsey
Donald J. Rahilly
Fred A. Rappoport
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 45202-4004

Transfer Agent
--------------
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
-------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
---------
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999<PAGE>

TABLE OF CONTENTS

EXPENSE INFORMATION

FINANCIAL HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES

HOW TO PURCHASE SHARES

SHAREHOLDER SERVICES

HOW TO REDEEM SHARES

EXCHANGE PRIVILEGE

DIVIDENDS AND DISTRIBUTIONS

TAXES

OPERATION OF THE FUNDS

DISTRIBUTION PLAN

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING 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.

Midwest Strategic Trust ACCOUNT NO. _____________________
Account Application (Check appropriate Fund) (For Fund Use Only)
<S> <C> <C> <C>
[] Treasury Total Return Fund (22) $_________________ FOR BROKER/DEALER USE ONLY
Firm Name:_____________________________
[] U.S. Government Securities Fund (8) $_________________ Home Office Address: ___________________
Branch Address: ________________________
Rep Name & No.: ________________________
Please mail account application to: Rep Signature: _________________________
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

========================================================================================================================

[] Check or draft enclosed payable to the applicable Fund designated above.

[] Bank Wire From:
______________________________________________________________________________________________________________

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

Account Name S.S. #/Tax l.D.#

________________________________________________________________________________________ _____________________________
Name of Individual, Corporation, Organization, or Minor, etc. (In case of custodial
account
please list minor's
S.S.#)

___________________________________________________________________________________________________ Citizenship:[] U.S.
Name of Joint Tenant, Partner, Custodian []Other

Address Phone

___________________________________________________________________________________________________ ( )---------------
Street or P.O. Box Business Phone

___________________________________________________________________________________________________ ( )-------------
City State Zip Home Phone

Check Appropriate Box: [] Individual [] Joint Tenant (Right of survivorship presumed)
[] Partnership [] Corporation [] Trust [] Custodial [] Non-Profit [] Other

Occupation and Employer
Name/Address______________________________________________________________________________________________

Are you an associated person of an NASD member? [] Yes [] No

========================================================================================================================

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.

[] Income Option -- Income distributions and short term capital gains distributions paid in cash, long term capital
gains distributions reinvested in additional shares.

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

========================================================================================================================

REDUCED SALES CHARGES (CLASS A SHARES ONLY)
Right of Accumulation: I apply for Right of Accumulation subject to the Agent's confirmation of the following holdings of
eligible load funds of the Midwest Group of Funds.

Account Number/Name Account Number/Name

_______________________________________________________ ______________________________________________________

_______________________________________________________ ______________________________________________________
Letter of Intent: (Complete the Right of Accumulation section if related accounts are being applied to your Letter of Intent.)

[] l agree to the Letter of Intent in the current Prospectus of Midwest Stategic Trust. Although I am not obligated to
purchase,
and the Trust is not obligated to sell, I intend to invest over a 13 month period beginning ____________________ 19
(Purchase Date of not more than 90 days prior to this Letter) an aggregate amount in the load funds of the Midwest Group of
Funds at least equal to (check appropriate box):

[] $100,000 [] $250,000 [] $500,000 [] $1,000,000
========================================================================================================================

SIGNATURES
By signature below each investor certifies that he has received a copy of the Funds' 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 exchane, to receive dividends and distributions for automatic reinvestment in additional shares of the Funds
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 Strategic 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 provided that such entities have exercised due care to determine that the instructions are genuine.

___________________________________________________ ___________________________________________________
Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any

________________________________________________ ____________________________________________________
Title of Corporate Officer, Trustee, etc. Date

NOTE: Corporations, trusts and other organizations must complete the resolution form on the reverse side.
Unless otherwise specified, each joint owner shall have full authority to act on behalf of the account.

========================================================================================

AUTOMATIC INVESTMENT PLAN (Complete for Investments Into the Fund(s))
The Automatic Investment Plan is available for all established accounts of Midwest Strategic 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 (check the appropriate Fund.) ABA Routing
Number_________________________________

[] U.S. Government Securities Fund [] Treasury Total Return Fund FI Account
Number________________________________

[] Checking Account [] Savings
Account
----------------------------------------------------------------------
Name of Financial Institution (FI) Please make my automatic investment on:

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

X_____________________________________________________________________ X_______________________________________
(Signature of Depositor EXACTLY as it appears on FI Records) (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 applicable Fund designated above, for purchase of shares of said 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 Funds to their 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
checks. 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 Funds on any such check 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 Funds may be terminated by thirty (30) days written notice from
either party to the other.

========================================================================================================================

AUTOMATIC WITHDRAWAL PLAN (Complete for Withdrawals from the Fund(s))
This is an authorization for you to withdraw $_________ from my mutual fund 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 Midwest Strategic 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 Trust, 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 applicable series of the
Trust, 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>
PROSPECTUS
----------
August 1, 1995

MIDWEST STRATEGIC TRUST
312 WALNUT STREET, 21ST FLOOR
CINCINNATI, OHIO 45202-4094

EQUITY FUND
UTILITY FUND

The Equity Fund and the Utility Fund (individually a
"Fund" and collectively the "Funds") are two separate series
of Midwest Strategic Trust.

The EQUITY FUND seeks long-term capital appreciation by
investing primarily in common stocks which are believed by
the Adviser to offer growth potential.

The UTILITY FUND seeks a high level of current income
by investing primarily in securities of public utilities.
Capital appreciation is a secondary objective.

Each Fund offers two classes of shares: Class A shares
(sold subject to a maximum 4% front-end sales load and a
12b-1 fee of up to .25% of average daily net assets) and
Class C shares (sold subject to a 1% contingent deferred
sales load for a one-year period and a 12b-1 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 those
related to 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.

Midwest Group Financial Services, Inc. (the "Adviser")
manages the Funds' investments and their business affairs.

This Prospectus sets forth concisely the information
about the Funds that you should know before investing.
Please retain this Prospectus for future reference. A
Statement of Additional Information dated August 1, 1995 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
Class A Class C
Shareholder Transaction Expenses Shares Shares
------- -------
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price). . . . . . . . 4% None
Maximum Contingent Deferred Sales Load
(as a percentage of original purchase price) . . . None 1%
Sales Load Imposed on Reinvested Dividends . . . . None None
Exchange Fee . . . . . . . . . . . . . . . . . . . None None
Redemption Fee . . . . . . . . . . . . . . . . . . None* None*

* A wire transfer fee is charged by the Funds' 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 Fund Operating Expenses (as a percentage of average net assets)
------------------------------
Equity Utility
Fund Fund
--------------- ---------------
Class A Class C Class A Class C
Shares Shares Shares Shares
--------------- ---------------
Management Fees .16%(A) .16%(A) .75% .75%
12b-1 Fees(B) .01% .38% .09% .38%
Other Expenses 1.08% 1.46% .41% .87%
----- ----- ------ ------
Total Fund Operating Expenses 1.25%(C) 2.00%(C) 1.25% 2.00%
===== ====== ===== =====
(A) Absent waivers of management fees, such fees would have been
.75% for the fiscal year ended March 31, 1995.
(B) Class A shares may incur 12b-1 fees in an amount up to .25% of
average net assets and Class C shares may incur 12b-1 fees in
an amount up to 1.00% of average net assets. Long-term
shareholders may pay more than the economic equivalent of the
maximum front-end sales loads permitted by the National
Association of Securities Dealers.
(C) Absent waivers of management fees and expense reimbursements by
the Adviser, total Fund operating expenses would have been 1.94%
and 2.50% for Class A shares and Class C shares, respectively.

The purpose of these tables is to assist the investor
in understanding the various costs and expenses that an
investor in the Funds 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.

<PAGE>
Example
-------
You would pay the following
expenses on a $1,000
investment, assuming (1)
5% annual return and (2) Class A Class C
redemption at the end of Shares Shares
each time period: ------- -------
1 Year $ 52 $ 20
3 Years 78 63
5 Years 106 108
10 Years 185 233

FINANCIAL HIGHLIGHTS

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
March 31, 1995 and related auditors' report appear in the
Statement of Additional Information of the Funds, 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.

EQUITY FUND - CLASS A
Per Share Data for a Share Outstanding Throughout Each Period

Total from investment operations.......................................... 0.74 (0.26)
--------------- ---------------

Less distributions:
Dividends from net investment income................................... (0.16) (0.08)
Distributions from net realized gains.................................. -- (0.42)
--------------- ---------------
Total distributions....................................................... (0.16) (0.50)
--------------- ---------------

Net asset value at end of period.......................................... $ 9.84 $ 9.26
=============== ===============

Total return(A) .......................................................... 8.07% (3.98%)(C)
=============== ===============

Net assets at end of period (000's)....................................... $ 4,300 $ 3,346
=============== ===============

Ratios net of fees waived and expenses reimbursed by the Adviser(B):
Ratio of expenses to average net assets................................ 1.25% 1.24%(C)
Ratio of net investment income to average net assets................... 1.57% 0.82%(C)

Ratios assuming no waiver of fees or reimbursement of expenses by the Adviser:
Ratio of expenses to average net assets................................ 1.94% 2.04%(C)
Ratio of net investment income to average net assets................... 0.88% 0.02%(C)

Portfolio turnover rate................................................... 159% 109%(C)

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)The Adviser has periodically absorbed expenses of the Fund through waiver of
the investment advisory fee and reimbursement of a portion of other operating
expenses.
(C)Annualized.
</FN>
</TABLE>
<PAGE>

EQUITY FUND - CLASS C
Per Share Data for a Share Outstanding Throughout Each Period

From Date of
Public Offering
Year (June 7, 1993)
Ended Through
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 9.26 $ 10.00
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.10 0.03
Net realized and unrealized gains (losses) on investments.............. 0.57 (0.32)
--------------- ---------------
Total from investment operations.......................................... 0.67 (0.29)
--------------- ---------------

Less distributions:
Dividends from net investment income................................... (0.07) (0.03)
Distributions from net realized gains.................................. -- (0.42)
--------------- ---------------
Total distributions....................................................... (0.07) (0.45)
--------------- ---------------

Net asset value at end of period.......................................... $ 9.86 $ 9.26
=============== ===============

Total return(A) .......................................................... 7.32% (3.58%)(C)
=============== ===============

Net assets at end of period (000's)....................................... $ 1,995 $ 5,857
=============== ===============

Ratios net of fees waived and expenses reimbursed by the Adviser(B):
Ratio of expenses to average net assets................................ 2.00% 1.94%(C)
Ratio of net investment income to average net assets .................. 0.68% 0.58%(C)

Ratios assuming no waiver of fees or reimbursement of expenses by the Adviser:
Ratio of expenses to average net assets................................ 2.50% 2.33%(C)
Ratio of net investment income to average net assets................... 0.18% 0.19%(C)

Portfolio turnover rate................................................... 159% 109%(C)

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)The Adviser has periodically absorbed expenses of the Fund through waiver of
a portion of the investment advisory fee and reimbursement of a portion of
other operating expenses.
(C)Annualized.
</FN>
</TABLE>
<PAGE>

UTILITY FUND - CLASS A
Per Share Data for a Share Outstanding Throughout Each Period

Period
Year Ended March 31, Ended
------------------------------------------------ March 31,
1995 1994 1993 1992 1991 1990(A)
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value at beginning of period............ $ 10.52 $ 11.34 $ 10.58 $ 10.01 $ 9.75 $ 9.53
--------- --------- --------- --------- --------- ---------
Income from investment operations:
Net investment income.......................... 0.43 0.37 0.48 0.51 0.61 0.43
Net realized and unrealized gains (losses)
on investments............................... (0.05) (0.59) 1.62 0.75 0.30 0.22
--------- --------- --------- --------- --------- ----------
Total from investment operations.................. 0.38 (0.22) 2.10 1.26 0.91 0.65
--------- --------- --------- --------- --------- ----------
Less distributions:
Dividends from net investment income (B) ...... (0.43) (0.37) (0.48) (0.51) (0.61) (0.43)
Distributions from net realized gains(B) ...... -- (0.23) (0.86) (0.18) (0.04) --
--------- --------- --------- --------- --------- ----------
Total distributions............................... (0.43) (0.60) (1.34) (0.69) (0.65) (0.43)
--------- --------- --------- --------- --------- ----------

Net asset value at end of period.................. $ 10.47 $ 10.52 $ 11.34 $ 10.58 $ 10.01 $ 9.75
========= ========= ========= ========= ========= ==========

Total return(C) .................................. 3.68% ( 2.11%) 20.64% 11.84% 9.23% 8.56%(E)
========= ========= ========= ========= ========= ==========

Net assets at end of period (000's)............... $40,012 $ 40,373 $ 42,051 $29,398 $11,214 $ 5,752
========= ========= ========= ========= ========= ==========

Ratio of expenses to average net assets(D) ....... 1.25% 1.25% 1.40% 1.63% 1.80% 0.57%(E)
Ratio of net investment income to
average net assets(D) ........................ 4.06% 3.32% 4.41% 4.83% 6.25% 6.87%(E)

Portfolio turnover rate........................... 17% 91% 137% 33% 61% 119%(E)

<FN>
(A)Represents the period from the initial public offering of shares (August 15,
1989) through March 31, 1990.
(B)For the periods ended prior to March 31, 1993, the per share data was
calculated using average shares outstanding throughout each period, whereas
for the years ended March 31, 1995, 1994 and 1993, the per share data was
calculated based upon actual distributions. Actual distributions per share
based upon the actual number of shares outstanding on the ex-dividend dates of
distributions amounted to $.48, $.57, and $.29 from net investment income for
the years ended March 31, 1992, 1991 and 1990, respectively, and $.13 and $.03
from net realized capital gains for the years ended March 31, 1992 and 1991,
respectively.
(C)The total returns shown do not include the effect of applicable sales loads.
(D)During the periods ended March 31,1991 and March 31, 1990, the Adviser
absorbed expenses of the Fund through waiver of the investment advisory fee
and reimbursement of other operating expenses. If the Adviser had not waived
any fees and reimbursed other operating expenses, the ratios of expenses to
average net assets and net investment income to average net assets would have
been 1.91% and 6.14%, respectively, for the year ended March 31, 1991, and
would have been 2.79% and 4.65%, respectively, for the period ended March 31,
1990.
(E)Annualized.
</FN>
</TABLE>

<PAGE>

UTILITY FUND - CLASS C
Per Share Data for a Share Outstanding Throughout Each Period

From Date of
Public Offering
Year (Aug. 2, 1993)
Ended Through
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 10.51 $ 11.55
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.35 0.23
Net realized and unrealized losses on investments...................... (0.04) (0.81)
--------------- ---------------
Total from investment operations.......................................... 0.31 (0.58)
--------------- ---------------
Less distributions:
Dividends from net investment income................................... (0.36) (0.23)
Distributions from net realized gains.................................. -- (0.23)
--------------- ---------------
Total distributions....................................................... (0.36) (0.46)
--------------- ---------------
Net asset value at end of period.......................................... $ 10.46 $ 10.51
=============== ===============
Total return(A) .......................................................... 3.00% (7.89%)(B)
=============== ===============
Net assets at end of period (000's)....................................... $ 3,599 $ 1,742
=============== ===============
Ratio of expenses to average net assets .................................. 2.00% 2.00%(B)
Ratio of net investment income to average net assets ..................... 3.41% 2.19%(B)

Portfolio turnover rate................................................... 17% 91%(B)

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Annualized.
</FN>
</TABLE>

INVESTMENT OBJECTIVES AND POLICIES

The Equity Fund and the Utility Fund are two series of
Midwest Strategic Trust (the "Trust"), each with its own
portfolio and investment objective(s). Neither Fund is
intended to be a complete investment program, and there is
no assurance that the investment objectives of either Fund
can be achieved. Each Fund's investment objectives may be
changed by the Board of Trustees without shareholder
approval, but only after notification has been given to
shareholders and after this Prospectus has been revised
accordingly. If there is a change in a Fund's investment
objective, shareholders should consider whether the Fund
remains an appropriate investment in light of their then
current financial position and needs. Unless otherwise
indicated, all investment practices and limitations of the
Funds are nonfundamental policies which may be changed by
the Board of Trustees without shareholder approval.

EQUITY FUND
-----------
The Equity Fund seeks long-term capital appreciation by
investing primarily in common stocks which are believed by
the Adviser to offer growth potential. Under normal
circumstances, at least 65% of the Fund's total assets will
be invested in common stocks. However, the Fund may, in
seeking its objective of long-term capital appreciation,
invest in securities convertible into common stocks (such as
convertible bonds, convertible preferred stocks and
warrants) which are rated at the time of purchase in the
four highest grades assigned by Moody's Investors Service,
Inc. (Aaa, Aa, A or Baa) or Standard & Poor's Ratings Group
(AAA, AA, A or BBB) or unrated securities determined by the
Adviser to be of comparable quality. Preferred stocks and
bonds rated Baa or BBB have speculative characteristics and
changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to pay principal
and interest or to pay the preferred stock obligations than
is the case with higher grade securities. Subsequent to its
purchase by the Fund, a security may cease to be rated or
its rating may be reduced below Baa or BBB, and the Adviser
will consider such an event to be relevant in its
determination of whether the Fund should continue to hold
such security. The Fund will invest in securities of
companies having at least three years operating history.

The Adviser, in selecting securities for purchase, will
employ a quantitative screening strategy, searching for
securities which the Adviser believes offer above market
growth at below market pricing. The Adviser attempts to
isolate such securities, out of its current database of
approximately 1,600 securities which meet its specific
criteria, based upon the following characteristics: low
relative price-earnings ratio valuation; consistent
profitability; positive earnings estimate trends; positive
market trends; and price neglect.

The Fund may from time to time invest a portion of its
assets in small, unseasoned companies. While smaller
companies generally have potential for rapid growth, they
often involve higher risks because they lack the management
experience, financial resources, product diversification and
competitive strengths of larger corporations. In addition,
in many instances, the securities of smaller companies are
traded only over-the-counter or on a regional securities
exchange, and the frequency and volume of their trading is
substantially less than is typical of larger companies.
Therefore, the securities of smaller companies may be
subject to wider price fluctuations. When making large
sales, the Fund may have to sell portfolio holdings at
discounts from quoted prices or may have to make a series of
small sales over an extended period of time.

Investments in equity and debt securities are subject
to inherent market risks and fluctuations in value due to
earnings, economic conditions, quality ratings and other
factors beyond the control of the Adviser. U.S. Treasury
obligations and other debt securities are subject to price
fluctuations based upon changes in the level of interest
rates, which will generally result in all those securities
changing in price in the same way, i.e., all those
securities experiencing appreciation when interest rates
decline and depreciation when interest rates rise. As a
result, the yield and net asset value of the Fund will
fluctuate.

The Fund may invest in foreign companies through the
purchase of sponsored American Depository Receipts
(certificates of ownership issued by an American bank or
trust company as a convenience to investors in lieu of the
underlying shares which it holds in custody) or other
securities of foreign issuers that are publicly traded in
the United States. To the extent that the Fund invests in
such securities, such investments may be subject to special
risks, including future political and economic developments
and the possibility of seizure or nationalization of
companies, imposition of withholding taxes on income,
establishment of exchange controls or adoption of other
restrictions, that might affect an investment adversely.

When the Adviser believes substantial price risks exist
for common stocks and securities convertible into common
stocks because of uncertainties in the investment outlook or
when in the judgment of the Adviser it is otherwise
warranted in selling to manage the Fund's portfolio, the
Fund may temporarily hold for defensive purposes all or a
portion of its assets in short-term obligations such as bank
debt instruments (certificates of deposit, bankers'
acceptances and time deposits), commercial paper, U.S.
Government obligations having a maturity of less than one
year or repurchase agreements collateralized by U.S.
Government obligations. If, in addition to believing that
substantial price risks exist for common stocks and
securities convertible into common stocks, the Adviser
believes that market indicators point to lower interest
rates, the Fund may, in seeking its objective of long-term
capital appreciation, temporarily invest all or a portion of
its assets in long-term U.S. Treasury obligations.

UTILITY FUND
------------
The Utility Fund seeks a high level of current income.
Capital appreciation is a secondary objective. The Fund
seeks to achieve its objectives by investing primarily in
securities of public utilities. The Fund may invest in any
type of security; however, under normal circumstances, at
least 65% of its total assets will be invested in securities
of public utilities.

Under normal market conditions, the Fund will invest
primarily in common, preferred and convertible preferred
stocks of public utilities that currently pay dividends.
The Fund may also invest in investment grade bonds of public
utilities. The Fund may purchase preferred stocks and bonds
which are rated at the time of purchase in the four highest
grades assigned by Moody's Investors Service, Inc. (Aaa, Aa,
A or Baa) or Standard & Poor's Ratings Group (AAA, AA, A or
BBB) or unrated securities determined by the Adviser to be
of comparable quality. Preferred stocks and bonds rated Baa
or BBB have speculative characteristics and changes in
economic conditions or other circumstances are more likely
to lead to a weakened capacity to pay principal and interest
or to pay the preferred stock obligations than is the case
with higher grade securities. Subsequent to its purchase by
the Fund, a security may cease to be rated or its rating may
be reduced below Baa or BBB, and the Adviser will consider
such an event to be relevant in its determination of whether
the Fund should continue to hold such security. The public
utilities industry includes companies that produce or supply
electric power, natural gas, water, sanitary services,
telecommunications and other communications services (but
not radio or television broadcasters) for public use or
consumption. The Fund may invest in any combination of
public utility companies. The Fund will invest in
securities of companies having at least three years
operating history.

Historically, equity securities of public utilities
have generated higher yields than have equity securities of
companies in other industries. The public utilities
industry has shown a tendency for steady increases in
dividends because the industry's profits have not been
eroded by competition to the same extent as other
industries. In selecting securities for the Fund, the
Adviser will attempt to purchase stocks of public utilities
exhibiting the following characteristics: above average
dividend yield; strong potential for dividend increases;
positive cash flow; improving fundamentals; stable financial
condition; and reasonable growth potential.

Investments in equity and debt securities are subject
to inherent market risks and fluctuations in value due to
earnings, economic conditions, quality ratings and other
factors beyond the control of the Adviser. Debt securities
are subject to price fluctuations based upon changes in the
level of interest rates, which will generally result in all
those securities changing in price in the same way, i.e.,
all those securities experiencing appreciation when interest
rates decline and depreciation when interest rates rise. As
a result, the yield and net asset value of the Fund will
fluctuate.

In addition, the Fund will be subject to the risks
associated with the public utility industry, including rate
regulation by governmental agencies, which may result in
difficulties in obtaining an adequate return on invested
capital, in passing on cost increases and in financing large
construction projects. Public utilities furnishing power or
other energy related services may encounter difficulties in
obtaining fuel at reasonable prices, shortages of fuel,
energy conservation measures, restrictions on operations and
increased costs and delays attributable to licensing and
environmental considerations and the special risks of
constructing and operating nuclear power generating
facilities or other specialized types of facilities. The
Fund will limit its investments so that it will not be a
public utility holding company or acquire public utility
company securities in violation of the Public Utility
Holding Company Act of 1935.

For defensive purposes, the Fund may temporarily hold
all or a portion of its assets in short-term obligations
such as bank debt instruments (certificates of deposit,
bankers' acceptances and time deposits), commercial paper,
U.S. Government obligations having a maturity of less than
one year or repurchase agreements collateralized by U.S.
Government obligations. The Fund may, in seeking its
objective of a high level of current income, temporarily
invest all or a portion of its assets in long-term U.S.
Treasury obligations.

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

<PAGE>
FOREIGN SECURITIES. The Fund may invest up to 10% of
its total assets at the time of purchase in securities of
foreign issuers. When selecting foreign investments, the
Adviser will seek to invest in securities that have
investment characteristics and qualities comparable to the
kinds of domestic securities in which the Fund invests. The
Fund may invest in securities of foreign issuers directly or
in the form of sponsored American Depository Receipts.
American Depository Receipts are receipts typically issued
by an American bank or trust company that evidence ownership
of underlying securities issued by a foreign corporation.
Where investments in foreign securities are made in
currencies of foreign countries, the value of the Fund's
assets as measured in U.S. dollars may be affected favorably
or unfavorably by changes in currency rates and in exchange
control regulations. Foreign investments may be subject to
special risks, including future political and economic
developments and the possibility of seizure or
nationalization of companies, imposition of withholding
taxes on income, establishment of exchange controls or
adoption of other restrictions, that might affect an
investment adversely. The Fund will not invest in
securities of foreign issuers which are not listed on a
recognized domestic or foreign exchange.

OPTIONS. The Fund may write exchange-listed call
options on securities it owns to earn premium income. When
the Fund writes a call option, it may terminate its
obligation by purchasing a call option on the same security
in a closing transaction. For hedging purposes, the Fund
may also purchase exchange-listed put and call options on
U.S. Government obligations and exchange-listed put and call
options on interest rate futures contracts (and sell such
options in closing transactions). The aggregate premiums
paid for all options held at any time by the Fund will not
exceed 20% of the value of the Fund's net assets.

Transactions in options involve special risks. The
Fund may not be able to enter into a closing transaction to
cancel its obligations with respect to the options it has
written or purchased. If an option purchased by the Fund
expires unexercised, the Fund will lose the premium it paid.
In addition, the Fund could suffer a loss if the premium
paid by the Fund in a closing transaction exceeds the
premium income it received. When the Fund writes a call
option, its ability to participate in the capital
appreciation of the underlying security is limited.

In addition to the risks which apply to all options
transactions, there are specific risks relating to options
on U.S. Government obligations. Due to the nature of the
market for options on U.S. Government obligations, new
expirations for options on a particular issue held by the
Fund may not be available, in which case the Fund's ability
to hedge its portfolio may be limited. Options on interest
rate futures contracts also involve additional risks. For
example, changes in the value of the underlying futures
contract will not be fully reflected in the value of the
purchased option. Furthermore, if the Fund engages in
option transactions as part of its hedging strategy, there
is the possibility of imperfect correlation between the
movements in prices of the hedging position and the position
being hedged. If a hedge is not fully effective for any
reason including imperfect correlation, the Fund would have
been in a better position if no hedge had been made. In
particular, the Fund's ability to hedge with options on
interest rate futures contracts may be impaired due to
distortion in the anticipated offsetting movements resulting
from differences in the nature of the market involved. Such
differences include differences in the applicable margin
requirements, the liquidity of the markets and the extent of
the participation of speculators in the markets. The
success of any hedge will depend upon the Adviser's ability
to predict the future direction of stock prices or interest
rates and incorrect predictions by the Adviser may have an
adverse effect on the Fund. In this regard, it should be
noted that the skills and techniques necessary to arrive at
such predictions are different from those needed to predict
price changes in individual stocks.

ADDITIONAL INVESTMENT INFORMATION

U.S. GOVERNMENT OBLIGATIONS. "U.S. Government
obligations" include securities which are issued or
guaranteed by the United States Treasury, by various
agencies of the United States Government, and by various
instrumentalities which have been established or sponsored
by the United States Government. U.S. Treasury obligations
are backed by the "full faith and credit" of the United
States Government. Other U.S. Government obligations may or
may not be backed by the "full faith and credit" of the
United States. In the case of securities not backed by the
"full faith and credit" of the United States, the investor
must look principally to the agency issuing or guaranteeing
the obligation for ultimate repayment, and may not be able
to assert a claim against the United States in the event the
agency or instrumentality does not meet its commitments.

REPURCHASE AGREEMENTS. Each Fund may enter into
repurchase agreements. Repurchase agreements are
transactions by which a 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, a Fund could experience both delays in
liquidating the underlying security and losses. To minimize
these possibilities, each Fund intends to enter into
repurchase agreements only with its Custodian, banks having
assets in excess of $10 billion and the largest and, in the
Board of Trustees' judgment, most creditworthy primary U.S.
Government securities dealers. Each Fund may enter into
repurchase agreements collateralized by U.S. Government
obligations in which that Fund could invest directly.
Collateral for repurchase agreements is held in safekeeping
in the customer-only account of the Funds' Custodian at the
Federal Reserve Bank. At the time a Fund enters into a
repurchase agreement, the value of the collateral, including
accrued interest, will equal or exceed the value of the
repurchase agreement and, in the case of a repurchase
agreement exceeding one day, the seller agrees to maintain
sufficient collateral so the value of the underlying
collateral, including accrued interest, will at all times
equal or exceed the value of the repurchase agreement. A
Fund will not enter into a repurchase agreement not
terminable within seven days if, as a result thereof, more
than 10% (with respect to the Utility Fund) or 15% (with
respect to the Equity Fund) of the value of the net assets
of the Fund would be invested in such securities and other
illiquid securities.

<PAGE>
The Equity Fund may borrow money in an amount not
exceeding 10% of its total assets as a temporary measure for
extraordinary or emergency purposes and 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.

The Utility Fund may borrow money from banks (provided
there is 300% asset coverage) or from banks or other persons
for temporary purposes (in an amount not exceeding 5% of its
total assets). The Fund will not make any borrowing which
would cause its outstanding borrowings to exceed one-third
of the value of its total assets. The Fund may pledge
assets in connection with borrowings but will not pledge
more than one-third 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.

LENDING PORTFOLIO SECURITIES. Each Fund may make
short-term loans of its portfolio securities to banks,
brokers and dealers. Lending portfolio securities exposes a
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 a 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 U.S. Government
obligations, with the Funds' Custodian in an amount at least
equal to the market value of the loaned securities.
Although each Fund does have the ability to make loans of
all of its portfolio securities, it is the present intention
of each Fund, which may be changed without shareholder
approval, to limit the amount of loans of portfolio
securities to no more than 25% of its net assets.

HOW TO PURCHASE SHARES

Your initial investment in either Fund ordinarily must
be at least $1,000 ($250 for tax-deferred retirement plans).
You may purchase additional shares through the Open Account
Program described below. You may open an account and make
an initial investment through securities dealers having a
sales agreement with the Trust's principal underwriter,
Midwest Group Financial Services, Inc. (the "Adviser"). You
may also make a direct initial investment 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 "Equity Fund" or the "Utility
Fund," whichever is applicable. An account application is
included in this Prospectus.

OPEN ACCOUNT PROGRAM. Please direct inquiries
concerning the services described in this section to MGF
Service Corp. at the address or numbers listed below.

SALES LOAD ALTERNATIVES

Each Fund offers two classes of shares which may be
purchased at the election of the purchaser. The two classes
of shares each represent interests in the same portfolio of
investments of a Fund, have the same rights and are
identical in all material respects except that (i) Class C
shares bear the expenses of higher distribution fees; (ii)
certain other 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; and (iii) each class has exclusive
voting rights with respect to matters relating to its own
distribution arrangements. The net income attributable to
Class C shares and the dividends payable on Class C shares
will be reduced by the amount of the incremental expenses
associated with the distribution fee (see "Distribution
Plans"). Shares of the Utility Fund purchased prior to
August 1, 1993 are Class A shares. Shares of the Equity
Fund purchased prior to August 1, 1993 are Class C shares.

The Funds' alternative sales arrangements permit
investors to choose the method of purchasing shares that is
most beneficial given the amount of the purchase, the length
of time the investor expects to hold his shares and other
relevant circumstances. Investors should determine whether
under their particular circumstances it is more advantageous
to incur a front-end sales load and be subject to lower
ongoing charges, as discussed below, or to have all of the
initial purchase price invested in the Funds with the
investment thereafter being subject to higher ongoing
charges. A salesperson or any other person entitled to
receive any portion of a distribution fee may receive
different compensation for selling Class A or Class C
shares.

As an illustration, investors who qualify for
significantly reduced sales loads as described below, might
elect the Class A sales load alternative because similar
sales load reductions are not available for purchases under
the Class C sales load alternative. Moreover, shares
acquired under the Class A sales load alternative would be
subject to lower ongoing distribution fees as described
below. Investors not qualifying for reduced initial sales
loads who expect to maintain their investment for an
extended period of time might also elect the Class A sales
load alternative because over time the accumulated
continuing distribution fees on Class C shares may exceed
the difference in initial sales loads between Class A and
Class C shares. Again, however, such investors must weigh
this consideration against the fact that less of their funds
will be invested initially under the Class A sales load
alternative. Furthermore, the higher ongoing distribution
fees will be offset to the extent any return is realized on
the additional funds initially invested under the Class C
sales load alternative.

Some investors might determine that it would be more
advantageous to utilize the Class C sales load alternative
to have more of their funds invested initially, although
remaining subject to higher ongoing distribution fees and,
for a one-year period, being subject to a contingent
deferred sales load. For example, based on estimated fees
and expenses, an investor subject to the maximum 4% initial
sales load on Class A shares who elects to reinvest
dividends in additional shares would have to hold the
investment in Class A shares approximately 5 years before
the accumulated ongoing distribution fees on the alternative
Class C shares would exceed the initial sales load plus the
accumulated ongoing distribution fees on Class A shares. In
this example and assuming the investment was maintained for
more than 5 years, the investor might consider purchasing
Class A shares. This example does not take into account the
time value of money which reduces the impact of the higher
ongoing Class C distribution fees, fluctuations in net asset
value or the effect of different performance assumptions.

Class A Shares
--------------
Class A shares of each Fund are purchased at the public
offering price. The public offering price of Class A shares
is the next determined net asset value per share plus a
sales load as shown in the following table.
Dealer
Reallowance
Sales Load as % of: as % of
Public Net Public
Offering Amount Offering
Amount of Investment Price Invested Price
-------------------- ----------- -------- ----------
Less than $100,000 4.00% 4.17% 3.60%
$100,000 but less than $250,000 3.50 3.63 3.30
$250,000 but less than $500,000 2.50 2.56 2.30
$500,000 but less than $1,000,000 2.00 2.04 1.80
$1,000,000 or more None None None

Class A shares of each Fund are sold on a continuous
basis at the public offering price next determined after
receipt of a purchase order by the Trust. Purchase orders
received by dealers prior to 4:00 p.m., Eastern time, on any
business day and transmitted to the Adviser by 5:00 p.m.,
Eastern time, that day are confirmed at the public offering
price determined as of the close of the regular session of
trading on the New York Stock Exchange on that day. It is
the responsibility of dealers to transmit properly completed
orders so that they will be received by the Adviser by 5:00
p.m., Eastern time. Dealers may charge a fee for effecting
purchase orders. Direct purchase orders received by MGF
Service Corp. by 4:00 p.m., Eastern time, are confirmed at
that day's public offering price. Direct investments
received by MGF Service Corp. after 4:00 p.m. and orders
received from dealers after 5:00 p.m. are confirmed at the
public offering price next determined on the following
business day.

REDUCED SALES LOAD. A "purchaser" (defined below) may
use the Right of Accumulation to combine the cost or current
net asset value (whichever is higher) of his existing Class
A shares of the load funds distributed by the Adviser with
the amount of his current purchases in order to take
advantage of the reduced sales loads set forth in the table
above. Purchases made in any load fund distributed by the
Adviser pursuant to a Letter of Intent may also be eligible
for the reduced sales loads. The minimum initial investment
under a Letter of Intent is $10,000. The load funds
currently distributed by the Adviser are listed in the
Exchange Privilege section of this Prospectus. Shareholders
should contact MGF Service Corp. for information about the
Right of Accumulation and Letter of Intent.

PURCHASES AT NET ASSET VALUE. You may purchase Class A
shares of either Fund at net asset value when the payment
for your investment represents the proceeds from the
redemption of shares of any other mutual fund which has a
front-end sales load and is not distributed by the Adviser.
Your investment will qualify for this provision if the
purchase price of the shares of the other fund included a
sales load and the redemption occurred within one year of
the purchase of such shares and no more than sixty days
prior to your purchase of Class A shares of the Funds. To
make a purchase at net asset value pursuant to this
provision, you must submit photocopies of the confirmations
(or similar evidence) showing the purchase and redemption of
shares of the other fund. Your payment may be made with the
redemption check representing the proceeds of the shares
redeemed, endorsed to the order of the applicable Fund. The
redemption of shares of the other fund is, for federal
income tax purposes, a sale on which you may realize a gain
or loss. These provisions may be modified or terminated at
any time. Contact your securities dealer or the Trust for
further information.

Banks, bank trust departments and savings and loan
associations, in their fiduciary capacity or for their own
accounts, may also purchase Class A shares of the Funds at
net asset value. To the extent permitted by regulatory
authorities, a bank trust department may charge fees to
clients for whose account it purchases shares at net asset
value. Federal and state credit unions may also purchase
Class A shares at net asset value.

<PAGE>
In addition, Class A shares of the Funds may be
purchased at net asset value by broker-dealers who have a
sales agreement with the Adviser, and their registered
personnel and employees, including members of the immediate
families of such registered personnel and employees.

Clients of investment advisers and financial planners
may also purchase Class A shares of the Funds at net asset
value if their investment adviser or financial planner has
made arrangements to permit them to do so with the Trust and
the Adviser. The investment adviser or financial planner
must notify MGF Service Corp. that an investment qualifies
as a purchase at net asset value.

Class C Shares
--------------
Class C shares of the Funds are sold on a continuous
basis at the net asset value next determined after receipt
of a purchase order by the Trust. Purchase orders received
by dealers prior to 4:00 p.m., Eastern time, on any business
day and transmitted to the Adviser by 5:00 p.m., Eastern
time, that day are confirmed at the net asset value
determined as of the close of the regular session of trading
on the New York Stock Exchange on that day. It is the
responsibility of dealers to transmit properly completed
orders so that they will be received by the Adviser by 5:00
p.m., Eastern time. Dealers may charge a fee for effecting
purchase orders. Direct purchase orders received by MGF
Service Corp. by 4:00 p.m., Eastern time, are confirmed at
that day's net asset value. Direct investments received by
MGF Service Corp. after 4:00 p.m. and orders received from
dealers after 5:00 p.m. are confirmed at the net asst value
next determined on the following business day.

A contingent deferred sales load is imposed on Class C
shares if an investor redeems an amount which causes the
current value of the investor's account to fall below the
total dollar amount of purchase payments subject to the
deferred sales load, except that no such charge is imposed
if the shares redeemed have been acquired through the
reinvestment of dividends or capital gains distributions or
to the extent the amount redeemed is derived from increases
in the value of the account above the amount of purchase
payments subject to the deferred sales load.

Whether a contingent deferred sales load is imposed
will depend on the amount of time since the investor made a
purchase payment from which an amount is being redeemed.
Purchases are subject to the contingent deferred sales load
according to the following schedule:

Year Since Purchase Contingent Deferred
Payment was Made Sales Load
------------------- -------------------
First Year 1%
Thereafter None

In determining whether a contingent deferred sales load
is payable, it is assumed that the purchase payment from
which the redemption is made is the earliest purchase
payment (from which a redemption or exchange has not already
been effected). If the earliest purchase from which a
redemption has not yet been effected was made within one
year before the redemption, then a deferred sales load at
the rate of 1% will be imposed.

The following example will illustrate the operation of
the contingent deferred sales load. Assume that an
individual opens an account and purchases 1,000 shares at
$10 per share and that six months later the net asset value
per shares is $12 and, during such time, the investor has
acquired 50 additional shares through reinvestment of
distributions. If at such time the investor should redeem
450 shares (proceeds of $5,400), 50 shares will not be
subject to the load because of dividend reinvestment. With
respect to the remaining 400 shares, the load is applied
only to the original cost of $10 per share and not to the
increase in net asset value of $2 per share. Therefore,
$4,000 of the $5,400 redemption proceeds will be charged the
load. At the rate of 1%, the contingent deferred sales load
would be $40. In determining whether an amount is available
for redemption without incurring a deferred sales load, the
purchase payments made for all Class C shares in the
shareholder's account are aggregated, and the current value
of all such shares is aggregated.

<PAGE>
All sales loads imposed on redemptions are paid to the
Adviser. The Adviser intends to pay a commission of 1% of
the purchase amount to participating brokers at the time the
investor purchases Class C shares.

The contingent deferred sales load is currently waived
for any partial or complete redemption following death or
disability (as defined in the Internal Revenue Code of 1986,
as amended) of a shareholder (including one who owns the
shares with his or her spouse as a joint tenant with rights
of survivorship) from an account in which the deceased or
disabled is named. The Adviser may require documentation
prior to waiver of the charge, including death certificates,
physicians' certificates, etc.

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 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. Purchases of additional Class A
shares of the Funds while the plan is in effect are
generally undesirable because a sales load is incurred
whenever purchases are made.

Tax-Deferred Retirement Plans
-----------------------------
Shares of either Fund are available for purchase in
connection with the following tax-deferred retirement plans:

-- Keogh Plans for self-employed individuals

-- Individual retirement account (IRA) plans for
individuals and their non-employed spouses

-- Qualified pension and profit-sharing plans for
employees, including those profit-sharing plans
with a 401(k) provision

-- 403(b)(7) custodial accounts for employees of
public school systems, hospitals, colleges and
other non-profit organizations meeting certain
requirements of the Internal Revenue Code

<PAGE>
Direct Deposit Plans
--------------------
Shares of either 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 Funds.

Reinvestment Privilege
----------------------
If you have redeemed Class A shares of either Fund, you
may reinvest all or part of the proceeds without any
additional sales load. This reinvestment must occur within
thirty days of the redemption and the privilege may only be
exercised once per year.

HOW TO REDEEM SHARES

You may redeem shares of either Fund on each day that
the Trust is open for business by sending a written request
to MGF Service Corp. The request must state the number of
shares or the dollar amount 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 $5,000 or more, your signature must
be 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.

<PAGE>
If your instructions request a redemption by wire, you
will be charged an $8 processing fee by the Funds'
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.

A contingent deferred sales load may apply to a
redemption of Class C shares. See "How to Purchase Shares -
Class C Shares."

Shares are redeemed at their net asset value per share
next determined after receipt by MGF Service Corp. of a
proper redemption request in the form described above, less,
in the case of Class C shares, any applicable contingent
deferred sales load. 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 Funds
by certified check or wire.

EXCHANGE PRIVILEGE

Shares of either Fund and of any other fund of the
Midwest Group of Funds may be exchanged for each other.

Class A shares of the Funds may be exchanged for Class
A shares of any other fund and for shares of any other fund
which offers only one class of shares (provided such fund
does not impose a contingent deferred sales load). 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.

Class C shares of the Funds may be exchanged, on the
basis of relative net asset value per share, for Class C
shares of any other fund, for shares of any fund which is a
money market fund, and for shares of any other fund which
offers only one class of shares and which imposes a
contingent deferred sales load. A fund will "tack" the
period for which the shares being exchanged were held onto
the holding period of the acquired shares for purposes of
determining if a contingent deferred sales load is
applicable in the event that the acquired shares are
redeemed following the exchange. The period of time that
Class C shares are held in a money market fund will not
count toward the holding period for determining whether a
contingent deferred sales load is applicable.

The following are the funds of the Midwest Group of
Funds currently offered to the public. Funds sold with a
sales load are indicated by an asterisk.

Midwest Group Tax Free Trust Midwest Strategic Trust
---------------------------- -----------------------
Tax-Free Money Fund *Equity Fund
Ohio Tax-Free Money Fund *Utility Fund
California Tax-Free Money Fund *U.S. Government Securities
Royal Palm Florida Tax-Free Fund
Money Fund *Treasury Total Return Fund
*Tax-Free Intermediate Term
Fund Midwest Trust
*Ohio Insured Tax-Free Fund -------------
Short Term Government Income
Fund
Institutional Government
Income Fund
*Intermediate Term Government
Income Fund
*Adjustable Rate U.S.
Government Securities Fund
*Global Bond Fund

DIVIDENDS AND DISTRIBUTIONS

Each Fund expects to distribute substantially all of
its net investment income, if any, on a quarterly basis.
Each Fund expects to distribute any net realized long-term
capital gains at least once each year. Management will
determine the timing and frequency of the distributions of
any net realized short-term capital gains.

Distributions are paid according to one of the
following options:

Share Option - income distributions and capital gains
distributions reinvested in additional
shares.

Income Option - income distributions and short-term
capital gains distributions paid in
cash; long-term capital gains
distributions reinvested in additional
shares.

Cash Option - income distributions and capital gains
distributions paid in cash.

An investor in Class A shares who has received in cash
any dividend or capital gains distribution from either Fund
may return the distribution within thirty days of the
distribution date to MGF Service Corp. for reinvestment at
the net asset value next determined after its return. The
investor or his dealer must notify MGF Service Corp. that a
distribution is being reinvested pursuant to this provision.

TAXES

Each 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. Each Fund intends to distribute substantially
all of its net investment income and any net realized
capital gains to its shareholders. Distributions of net
investment income as well as from net realized short-term
capital gains, if any, are taxable as ordinary income.
Dividends distributed by the Funds from net investment
income may be eligible, in whole or in part, for the
dividends received deduction available to corporations.
Distributions of net realized long-term capital gains are
taxable as long-term capital gains regardless of how long
you have held your Fund shares.

OPERATION OF THE FUNDS

The Funds are diversified series of Midwest Strategic
Trust, an open-end management investment company organized
as a Massachusetts business trust on November 18, 1982. 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 Funds.

The Equity Fund is managed by a committee of the
Adviser's portfolio managers. Susan Flischel, Assistant
Vice President-Investments of the Adviser, is primarily
responsible for managing the portfolio of the Utility Fund.
Ms. Flischel has been employed by the Adviser and affiliated
companies in various capacities since 1986 and has been
managing the portfolio of the Utility Fund since July 1993.

Shares of each Fund have equal voting rights and
liquidation rights. Each 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 a Fund shall vote
separately on matters relating to its plan of distribution
pursuant to Rule 12b-1 (see "Distribution Plans"). 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 PLANS

CLASS A SHARES. Pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Funds have adopted a
plan of distribution (the "Class A Plan") under which the
Class A 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 shares of the Funds and who may be advising
investors regarding the purchase, sale or retention of Fund
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 Funds;
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 Funds' Class A
shares.

Pursuant to the Class A Plan, the Funds may make
payments to dealers and other persons, including the Adviser
and its affiliates, who may be advising investors regarding
the purchase, sale or retention of Class A shares. For the
fiscal year ended March 31, 1995, Class A shares of the
Utility Fund paid $31,523 to the Adviser to reimburse it for
payments made to dealers and other persons who may be
advising shareholders regarding the retention of shares of
the Fund.

The annual limitation for payment of expenses pursuant
to the Class A Plan is .25% of each Fund's average daily net
assets allocable to Class A shares. Unreimbursed
expenditures will not be carried over from year to year. In
the event the Class A Plan is terminated by a 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.

CLASS C SHARES. Pursuant to Rule 12b-1 under the
Investment Company Act of 1940, the Funds have adopted a
plan of distribution (the "Class C Plan") which provides for
two categories of payments. First, the Class C Plan
provides for the payment to the Adviser of an account
maintenance fee, in an amount equal to an annual rate of
.25% of a Fund's average daily net assets allocable to Class
C shares, which may be paid to other dealers based on the
average value of Fund shares owned by clients of such
dealers. In addition, the Class C shares may directly incur
or reimburse the Adviser in an amount not to exceed .75% per
annum of the Fund's average daily net assets allocable to
Class C shares for expenses incurred in the distribution and
promotion of the Fund's Class C shares, including payments
to securities dealers and others who are engaged in the sale
of shares of the Funds and who may be advising investors
regarding the purchase, sale or retention of such 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 Funds;
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 Funds' Class C
shares.

Pursuant to the Class C Plan, the Funds may make
payments to dealers and other persons, including the Adviser
and its affiliates, who may be advising investors regarding
the purchase, sale or retention of Class C shares. For the
fiscal year ended March 31, 1995, Class C shares of the
Equity Fund and the Utility Fund paid $14,964 and $9,477,
respectively, to the Adviser to reimburse it for payments
made to dealers and other persons who may be advising
shareholders regarding the retention of shares of the Funds.

Unreimbursed expenditures will not be carried over from
year to year. In the event the Class C Plan is terminated
by a 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 C Plan terminates. The
Adviser may make payments to dealers and other persons in an
amount up to .75% per annum of the average value of Class C
shares owned by their clients, in addition to the .25%
account maintenance fee described above.

GENERAL. Pursuant to the Plans, the Funds 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 underwriting, 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 Funds or their
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
Funds may from time to time purchase securities issued by
banks which provide such services; however, in selecting
investments for the Funds, no preference will be shown for
such securities.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

On each day that the Trust is open for business, the
share price (net asset value) of Class C shares and the
public offering price (net asset value plus applicable sales
load) of Class A shares of each Fund is determined as of the
close of the regular session of trading on the New York
Stock Exchange, currently 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 a Fund's investments that its
net asset value might be materially affected. The net asset
value per share of each 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.

Each Fund's portfolio securities are valued as follows:
(i) securities which are traded on stock exchanges are
valued at the last sale price as of the close of the regular
session of trading on the New York Stock Exchange on the day
the securities are being valued, or, if not traded on a
particular day, at the closing bid price, (ii) securities
traded in the over-the-counter market are valued at the last
sale price (or, if the last sale price is not readily
available, at the last bid price as quoted by brokers that
make markets in the securities) as of the close of the
regular session of trading on the New York Stock Exchange on
the day the securities are being valued, (iii) securities
which are traded both in the over-the-counter market and on
a stock exchange are valued according to the broadest and
most representative market and (iv) securities (and other
assets) for which market quotations are not readily
available 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. The net asset value per share of
each Fund will fluctuate with the value of the securities it
holds.

PERFORMANCE INFORMATION

From time to time, each Fund may advertise its "average
annual total return." Each Fund may also advertise "yield."
Both yield and average annual total return figures are based
on historical earnings and are not intended to indicate
future performance. Total return and yield are computed
separately for Class A and Class C shares. The yield of
Class A shares is expected to be higher than the yield of
Class C shares due to the higher distribution fees imposed
on Class C shares.

The "average annual total return" of a Fund refers to
the average annual compounded rates of return over the most
recent 1, 5 and 10 year periods or, where the Fund has not
been in operation for such period, over the life of the Fund
(which periods will be stated in the advertisement) that
would equate an initial amount invested at the beginning of
a stated period to the ending redeemable value of the
investment. The calculation of "average annual total
return" assumes the reinvestment of all dividends and
distributions and, for Class A shares, the deduction of the
current maximum sales load from the initial investment. A
Fund may also advertise total return (a "nonstandardized
quotation") which is calculated differently from "average
annual total return." A nonstandardized quotation of total
return may be a cumulative return which measures the
percentage change in the value of an account between the
beginning and end of a period, assuming no activity in the
account other than reinvestment of dividends and capital
gains distributions. A nonstandardized return may also
indicate average annual compounded rates of return over
periods other than those specified for "average annual total
return." These nonstandardized returns do not include the
effect of the applicable sales load which, if included,
would reduce total return. A nonstandardized quotation of
total return will always be accompanied by a Fund's "average
annual total return" as described above.

<PAGE>
From time to time, the Funds may advertise their
performance rankings as published by recognized independent
mutual fund statistical services such as Lipper Analytical
Services, Inc. ("Lipper"), or by publications of general
interest such as Forbes, Money, The Wall Street Journal,
Business Week, Barron's, Fortune or Morningstar Mutual Fund
Values. The Funds may also compare their performance to
that of other selected mutual funds, averages of the other
mutual funds within their categories as determined by
Lipper, or recognized indicators such as the Dow Jones
Industrial Average, the Standard & Poor's 500 Stock Index
and the Standard & Poor's Utility Index. In connection with
a ranking, the Funds may provide additional information,
such as the particular category of funds to which the
ranking relates, the number of funds in the category, the
criteria upon which the ranking is based, and the effect of
fee waivers and/or expense reimbursements, if any. The
Funds may also present their performance and other
investment characteristics, such as volatility or a
temporary defensive posture, in light of the Adviser's view
of current or past market conditions or historical trends.

<PAGE>
MIDWEST STRATEGIC TRUST

312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4004
Nationwide (Toll-Free) 800-543-8721
Cincinnati 513-629-2000

Board of Trustees
-----------------
Robert Betagole
Dale P. Brown
Margaret S. Hansson
H. Jerome Lerner
Robert H. Leshner
Richard A. Lipsey
Donald J. Rahilly
Fred A. Rappoport
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 45202-4004

Transfer Agent
--------------
MGF SERVICE CORP.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

Shareholder Service
-------------------
Nationwide: (Toll-Free) 800-543-0407
Cincinnati: 513-629-2050

Rate Line
---------
Nationwide: (Toll-Free) 800-852-3809
Cincinnati: 513-579-0999<PAGE>

TABLE OF CONTENTS

EXPENSE INFORMATION

FINANCIAL HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES

HOW TO PURCHASE SHARES

SHAREHOLDER SERVICES

HOW TO REDEEM SHARES

EXCHANGE PRIVILEGE

DIVIDENDS AND DISTRIBUTIONS

TAXES

OPERATION OF THE FUNDS

DISTRIBUTION PLANS

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

PERFORMANCE INFORMATION

Midwest Strategic Trust ACCOUNT NO. ____________________
Account Application (Check appropriate Fund) (For Fund Use
Only)
<S> <C> <C> <C>
[] Equity Fund Class A Shares (29) $_________________ FOR BROKER/DEALER USE ONLY
[] Equity Fund Class C Shares (28) Firm Name: ____________________________
[] Utility Fund Class A Shares (25) $_________________ Home Office Address: ___________________
[] Utility Fund Class C Shares (20) Branch Address: ________________________
Rep Name & No.: ________________________
Please mail account application to: Rep Signature: _________________________
MGF Service Corp.
P.O. Box 5354
Cincinnati, Ohio 45201-5354

========================================================================================================================

[] Check or draft enclosed payable to the applicable Fund designated above.

[] Bank Wire From: __________________________________________________________________________________________________________

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

Account Name S.S. #/Tax l.D.#

_________________________________________________________________________________________ _____________________________
Name of Individual, Corporation, Organization, or Minor, etc. (In case of custodial account
please list minor's S.S.#)

_______________________________________________________________________________________________ Citizenship: [] U.S.
Name of Joint Tenant, Partner, Custodian [] Other

Address Phone

_____________________________________________________________________________________________ ( )-----------------
Street or P.O. Box Business Phone

____________________________________________________________________________________________ ( )--------------
City State Zip Home Phone

Check Appropriate Box: [] Individual [] Joint Tenant (Right of survivorship presumed)
[] Partnership [] Corporation [] Trust [] Custodial [] Non-Profit [] Other

Occupation and Employer
Name/Address______________________________________________________________________________________________

Are you an associated person of an NASD member? [] Yes [] No

========================================================================================================================

TAXPAYER IDENTIFICATION NUMBER -- Under penalties of perjury I certify that the Taxpayer Identification Number listed
above
is my correct number. Check box if appropriate:

======================================================================================================================

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.

[] Income Option -- Income distributions and short term capital gains distributions paid in cash, long term capital
gains distributions reinvested in additional shares.

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

========================================================================================================================

Account Number/Name Account Number/Name

_______________________________________________________ _______________________________________________________

Letter of Intent: (Complete the Right of Accumulation section if related accounts are being applied to your Letter of Intent.)

[] l agree to the Letter of Intent in the current Prospectus of Midwest Stategic Trust. Although I am not obligated to
purchase, and the Trust is not obligated to sell, I intend to invest over a 13 month period beginning _________________
19_______
(Purchase Date of not more than 90 days prior to this Letter) an aggregate amount in the load funds of the Midwest Group of
Funds at least equal to (check appropriate box):

[] $100,000 [] $250,000 [] $500,000 [] $1,000,000
========================================================================================================================

SIGNATURES
By signature below each investor certifies that he has received a copy of the Funds' 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
Funds 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 Strategic 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 provided that such entities have exercised due care to determine that the instructions are
genuine.

__________________________________________________ ___________________________________________________
Signature of Individual Owner, Corporate Officer, Trustee, etc. Signature of Joint Owner, if Any

___________________________________________________ ____________________________________________________
Title of Corporate Officer, Trustee, etc. Date

========================================================================================

AUTOMATIC INVESTMENT PLAN (Complete for Investments Into the Fund(s))
The Automatic Investment Plan is available for all established accounts of Midwest Strategic 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 (check the appropriate Fund.) ABA Routing Number__________________________

[] Equity Fund [] Utility Fund FI Account
Number________________________________

[] Checking Account [] Savings
Account
----------------------------------------------------------------------
Name of Financial Institution (FI) Please make my automatic investment on:

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

X______________________________________________________ X__________________________________________________
(Signature of Depositor EXACTLY as it appears on FI Records) (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.

========================================================================================================================

Please Indicate Withdrawal Schedule (Check One):

Please Select Payment Method (Check One):

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
========================================================================================================================

________________________________________________________________________________________________________________________

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)

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>

MIDWEST STRATEGIC TRUST

STATEMENT OF ADDITIONAL INFORMATION

August 1, 1995

U.S. Government Securities Fund
Treasury Total Return Fund
Utility Fund
Equity Fund

This Statement of Additional Information is not a
prospectus. It should be read in conjunction with the
Prospectus of the applicable Fund of Midwest Strategic Trust
dated August 1, 1995. A copy of a 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, or in Cincinnati 629-2050.

<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

Midwest Strategic Trust
312 Walnut Street, 21st Floor
Cincinnati, Ohio 45202-4094

TABLE OF CONTENTS

THE TRUST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS. . . . . . . . . . . . .

INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . .

TRUSTEES AND OFFICERS. . . . . . . . . . . . . . . . . . . . . . . . .

THE INVESTMENT ADVISER AND UNDERWRITER . . . . . . . . . . . . . . . .

DISTRIBUTION PLANS. . . . . . . . . . . . . . . . . . . . . . . . . .

SECURITIES TRANSACTIONS. . . . . . . . . . . . . . . . . . . . . . . .

PORTFOLIO TURNOVER . . . . . . . . . . . . . . . . . . . . . . . . . .

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE. . . . .

OTHER PURCHASE INFORMATION . . . . . . . . . . . . . . . . . . . . . .

TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

REDEMPTION IN KIND . . . . . . . . . . . . . . . . . . . . . . . . . .

HISTORICAL PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . .

PRINCIPAL SECURITY HOLDERS . . . . . . . . . . . . . . . . . . . . . .

CUSTODIAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

ACCOUNTANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

ANNUAL REPORT. . . . . . . . . . . . . . . . . . . . . . .

<PAGE>
THE TRUST

Midwest Strategic Trust (the "Trust") was organized as
a Massachusetts business trust on November 18, 1982. The
Trust currently offers four series of shares to investors:
the U.S. Government Securities Fund, the Treasury Total
Return Fund (formerly the Leshner Financial Treasury Total
Return Fund and the U.S. Treasury Allocation Fund), the
Utility Fund (formerly the Leshner Financial Utility Fund
and the Utility Income Fund) and the Equity Fund (formerly
the Leshner Financial Equity Fund) (referred to individually
as a "Fund" and collectively as the "Funds"). Each Fund has
its own investment objective(s) and policies.

Each share of a Fund represents an equal proportionate
interest in the assets and liabilities belonging to that
Fund with each other share of that 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 any Fund
into a greater or lesser number of shares of that Fund so
long as the proportionate beneficial interest in the assets
belonging to that Fund and the rights of shares of any other
Fund are in no way affected. In case of any liquidation of
a Fund, the holders of shares of the Fund being liquidated
will be entitled to receive as a class a distribution out of
the assets, net of the liabilities, belonging to that Fund.
Expenses attributable to any Fund are borne by that 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 and Class C shares of the Utility
Fund and the Equity Fund represent an interest in the same
assets of such Fund, have the same rights and are identical
in all material respects except that (i) Class C shares bear
the expenses of higher distribution fees; (ii) certain other
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; and (iii) each class has exclusive voting rights
with respect to matters relating to its own distribution
arrangements. The Trust has received an order from the
Securities and Exchange Commission permitting the issuance
and sale of multiple classes of shares. The Board of
Trustees may classify and reclassify the shares of a 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.

DEFINITIONS, POLICIES AND RISK CONSIDERATIONS

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

GNMA Certificates. The term "GNMA Certificates" refers
-----------------
to mortgage-backed securities representing part ownership of
a pool of mortgage loans, which are guaranteed by the
Government National Mortgage Association and backed by the
full faith and credit of the United States.

1. The Life of GNMA Certificates. The average life
-----------------------------
of GNMA Certificates is likely to be substantially less
than the original maturity of the mortgage pools underlying
the GNMA Certificates due to prepayments, refinancing and
payments from foreclosures. Thus, the greatest part of
principal will usually be paid well before the maturity of
the mortgages in the pool. As prepayment rates of
individual mortgage pools will vary widely, it is not
possible to accurately predict the average life of a
particular issue of GNMA Certificates. However, statistics
published by the FHA are normally used as an indicator of
the expected average life of GNMA Certificates. These
statistics indicate that the average life of single-family
dwelling mortgages with 25-30 year maturities, the type of
mortgages backing the vast majority of GNMA Certificates, is
approximately 12 years. However, mortgages with high
interest rates have experienced accelerated prepayment rates
which would indicate a shorter average life.

2. Yield Characteristics of GNMA Certificates. The
------------------------------------------
coupon rate of interest of GNMA Certificates is lower than
the interest rate paid on the VA-guaranteed or FHA-insured
mortgages underlying the GNMA Certificates, but only by the
amount of the fees paid to the GNMA and the issuer. For the
most common type of mortgage pool, containing single-family
dwelling mortgages, the GNMA receives an annual fee of 0.06
of 1% of the outstanding principal for providing its
guarantee, and the issuer is paid an annual fee of 0.44 of
1% for assembling the mortgage pool and for passing through
monthly payments of interest and principal to Certificate
holders.

The coupon rate by itself, however, does not indicate
the yield which will be earned on the GNMA Certificates for
the following reasons:

(a) GNMA Certificates may be issued at a premium
or discount, rather than at par.

(b) After issuance, GNMA Certificates may trade
in the secondary market at a premium or discount.

(c) Interest is earned monthly, rather than semi-
annually as for traditional bonds. Monthly compounding
has the effect of raising the effective yield earned on
GNMA Certificates.

(d) The actual yield of each GNMA Certificate is
influenced by the prepayment experience of the mortgage
pool underlying the Certificate. If mortgagors pay off
their mortgages early, the principal returned to
Certificate holders may be reinvested at more or less
favorable rates.

<PAGE>
3. Market for GNMA Certificates. Since the inception
----------------------------
of the GNMA mortgage-backed securities program in 1970, the
amount of GNMA Certificates outstanding has grown rapidly.
The size of the market and the active participation in the
secondary market by securities dealers and many types of
investors make GNMA Certificates highly liquid instruments.
Prices of GNMA Certificates are readily available from
securities dealers and depend on, among other things, the
level of market rates, the Certificate's coupon rate and the
prepayment experience of the pool of mortgages backing each
Certificate.

FHLMC Certificates. The term "FHLMC Certificates"
------------------
refers to mortgage-backed securities representing part
ownership of a pool of mortgage loans, which are guaranteed
by the Federal Home Loan Mortgage Corporation. The Federal
Home Loan Mortgage Corporation is the leading seller of
conventional mortgage securities in the United States.
FHLMC Certificates are not guaranteed by the United States
or by any Federal Home Loan Bank and do not constitute debts
or obligations of the United States or any Federal Home Loan
Bank.

Mortgage loans underlying FHLMC Certificates will
consist of fixed rate mortgages with original terms to
maturity of between 10 and 30 years, substantially all of
which are secured by first liens on one-family or two-to-
four family residential properties. Mortgage interest rates
may be mixed in a pool. The seller/servicer of each
mortgage retains a minimum three-eighths of 1% servicing
fee, and any remaining excess of mortgage rate over coupon
rate is kept by the Federal Home Loan Mortgage Corporation.
The coupon rate of a FHLMC Certificate does not by itself
indicate the yield which will be earned on the Certificate
for the reasons discussed above in connection with GNMA
Certificates.

FNMA Certificates. The term "FNMA Certificates" refers
-----------------
to mortgage-backed securities representing part ownership of
a pool of mortgage loans, which are guaranteed by the
Federal National Mortgage Association.

The FNMA, despite having U.S. Government agency status,
is also a private, for-profit corporation organized to
provide assistance in the housing mortgage market. The only
function of the FNMA is to provide a secondary market for
residential mortgages. Mortgage loans underlying FNMA
Certificates reflect a considerable diversity and are
purchased from a variety of mortgage originators. They are
typically collateralized by conventional mortgages (not FHA-
insured or VA-guaranteed). FNMA Certificates are highly
liquid and usually trade in the secondary market at higher
yields than GNMA Certificates. The coupon rate of a FNMA
Certificate does not by itself indicate the yield which will
be earned on the Certificate for the reasons discussed above
in connection with GNMA Certificates.

Collateralized Mortgage Obligations. Collateralized
-----------------------------------
Mortgage Obligations ("CMOs") are fully-collateralized bonds
which are the general obligations of the issuer thereof.
The key feature of the CMO structure is the prioritization
of the cash flows from a pool of mortgages among the several
classes of CMO holders, thereby creating a series of
obligations with varying rates and maturities appealing to a
wide range of investors. CMOs generally are secured by an
assignment to a trustee under the indenture pursuant to
which the bonds are issued for
collateral consisting of a pool of mortgages. Payments with
respect to the underlying mortgages generally are made to
the trustee under the indenture. Payments of principal and
interest on the underlying mortgages are not passed through
to the holders of the CMOs as such (that is, the character
of payments of principal and interest is not passed through
and therefore payments to holders of CMOs attributable to
interest paid and principal repaid on the underlying
mortgages do not necessarily constitute income and return of
capital, respectively, to such holders), but such payments
are dedicated to payment of interest on and repayment of
principal of the CMOs. CMOs are issued in two or more
classes or series with varying maturities and stated rates
of interest determined by the issuer. Because interest and
principal payments on the underlying mortgages are not
passed through to holders of CMOs, CMOs of varying
maturities may be secured by the same pool of mortgages, the
payments on which are used to pay interest on each class and
to retire successive maturities in sequence. CMOs are
designed to be retired as the underlying mortgages are
repaid. In the event of sufficient early prepayments on
such mortgages, the class or series of CMO first to mature
generally will be retired prior to maturity. Therefore,
although in most cases the issuer of CMOs will not supply
additional collateral in the event of such prepayments,
there will be sufficient collateral to secure CMOs that
remain outstanding.

In 1983, the Federal Home Loan Mortgage Corporation
began issuing CMOs. Since FHLMC CMOs are the general
obligations of the FHLMC, it will be obligated to use its
general funds to make payments thereon if payments generated
by the underlying mortgages are insufficient to pay
principal and interest in its CMOs. In addition, CMOs are
issued by private entities, such as financial institutions,
mortgage bankers and subsidiaries of homebuilding companies.
The structural features of privately issued CMOs will vary
considerably from issue to issue, and the Adviser will
consider such features, together with the character of the
underlying mortgage pool and the liquidity and credit rating
of the issue. The Adviser will consider privately issued
CMOs as possible investments only when the underlying
mortgage collateral is insured, guaranteed or otherwise
backed by the U.S. Government or one or more of its agencies
or instrumentalities.

Several classes of securities are issued against a pool
of mortgage collateral. The most common structure contains
four classes of securities; the first three classes pay
interest at their stated rates beginning with the issue date
and the final class is typically an accrual class (or Z
bond). The cash flows from the underlying mortgage
collateral are applied first to pay interest and then to
retire securities. The classes of securities are retired
sequentially. All principal payments are directed first to
the shortest-maturity class (or A bond). When those
securities are completely retired, all principal payments
are then directed to the next-shortest-maturity security (or
B bond). This process continues until all of the classes
have been paid off. Because the cash flow is distributed
sequentially instead of pro rata as with pass-through
securities, the cash flows and average lives of CMOs are
more predictable, and there is a period of time during which
the investors into the longer-maturity classes receive no
principal paydowns.

When-Issued Securities and Securities Purchased On a
----------------------------------------------------
To-Be-Announced Basis. The Funds will only make
---------------------
commitments to purchase securities on a when-issued or to-
be-announced ("TBA") basis with the intention of actually
acquiring the securities. In addition, the Funds may
purchase securities on a when-issued or TBA basis only if
delivery and payment for the securities takes place within
120 days after the date of the transaction. In connection
with these investments, each Fund will direct the Custodian
to place cash or U.S. Government obligations in a segregated
account in an amount sufficient to make payment for the
securities to be purchased. When a segregated account is
maintained because a Fund purchases securities on a when-
issued or TBA 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 a Fund's commitments to purchase securities on a
when-issued or TBA 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 or TBA basis and the securities held in a
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, a Fund remains
substantially fully invested at the same time that it has
purchased securities on a when-issued or TBA 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 or TBA 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 a Fund to make payment for
securities purchased on a when-issued or TBA 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 or TBA basis themselves (which may have a market
value greater or less than the Fund's payment obligation).
Although a Fund will only make commitments to purchase
securities on a when-issued or TBA basis with the intention
of actually acquiring the securities, the Funds may sell
these securities before the settlement date if it is deemed
advisable by the Adviser as a matter of investment strategy.

STRIPS. STRIPS are U.S. Treasury bills, notes, and
------
bonds that have been issued without interest coupons or
stripped of their unmatured interest coupons, interest
coupons that have been stripped from such U.S. Treasury
securities, and receipts or certificates representing
interests in such stripped U.S. Treasury securities and
coupons. A STRIPS security pays no interest in cash to its
holder during its life although interest is accrued for
federal income tax purposes. Its value to an investor
consists of the difference between its face value at the
time of maturity and the price for which it was acquired,
which is generally an amount significantly less than its
face value. Investing in STRIPS may help to preserve
capital during periods of declining interest rates. For
example, if interest rates decline, GNMA Certificates owned
by a Fund which were purchased at greater than par are more
likely to be prepaid, which would cause a loss of principal.
In anticipation of this, a Fund might purchase STRIPS, the
value of which would be expected to increase when interest
rates decline.

STRIPS do not entitle the holder to any periodic
payments of interest prior to maturity. Accordingly, such
securities usually trade at a deep discount from their face
or par value and will be subject to greater fluctuations of
market value in response to changing interest rates than
debt obligations of comparable maturities which make
periodic distributions of interest. On the other hand,
because there are no periodic interest payments to be
reinvested prior to maturity, STRIPS eliminate the
reinvestment risk and lock in a rate of return to maturity.
Current federal tax law requires that a holder of a STRIPS
security accrue a portion of the discount at which the
security was purchased as income each year even though the
Fund received no interest payment in cash on the security
during the year.

Repurchase Agreements. Repurchase agreements are
---------------------
transactions by which a 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, a Fund could experience both delays in
liquidating the underlying security and losses. To minimize
these possibilities, each 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 Funds'
Custodian at the Federal Reserve Bank. A 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 a 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 a 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 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 a Fund to
the seller subject to the repurchase agreement and is
therefore subject to that Fund's investment restriction
applicable to loans. It is not clear whether a court would
consider the securities purchased by a Fund subject to a
repurchase agreement as being owned by that 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, a 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 a Fund has not
perfected a security interest in the security, that 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, a 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 a 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 a Fund may incur a
loss if the proceeds to that 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 involved
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 a Fund will be
unsuccessful in seeking to enforce the seller's contractual
obligation to deliver additional securities.

Loans of Portfolio Securities. Each Fund (except the
-----------------------------
U.S. Government Securities 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 a
Fund if the demand meets the terms of the letter. Such
terms and the issuing bank must be satisfactory to the Fund.
The Funds receive amounts equal to the dividends or 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 Funds 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 Funds' loans must meet applicable
tests under the Internal Revenue Code and permit the Funds
to reacquire loaned securities on five days' notice or in
time to vote on any important matter.

Bank Debt Instruments. Bank debt instruments in which
---------------------
the Funds 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. Time deposits are non-negotiable deposits
maintained in a banking institution for a specified period
of time at a stated interest rate. Investments in time
deposits maturing in more than seven days will be subject to
each Fund's restrictions on illiquid investments (see
"Investment Limitations").

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. Each Fund will only
invest in commercial paper rated A-1 by Standard & Poor's
Ratings Group or Prime-1 by Moody's Investors Service, Inc.
or unrated paper of issuers who have outstanding unsecured
debt rated AA or better by Standard & Poor's or Aa or better
by Moody'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 each
Fund's restrictions on illiquid investments (see "Investment
Limitations") unless, in the judgment of the Adviser, such
note is liquid. The Funds do not presently intend to invest
in 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.
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; 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.

Foreign Securities. Subject to each Fund's investment
------------------
policies and quality and maturity standards, the Utility
Fund and the Equity Fund may invest in the securities
(payable in U.S. dollars) of foreign issuers. The Utility
Fund may also invest in non-U.S. dollar-denominated
securities principally traded in financial markets outside
the United States. Because the Funds may invest in foreign
securities, investment in the Funds involves risks that are
different in some respects from an investment in a fund
which invests only in securities of U.S. domestic issuers.
Foreign investments may be affected favorably or unfavorably
by changes in currency rates and exchange control
regulations. There may be less publicly available
information about a foreign company than about a U.S.
company, and foreign companies may not be subject to
accounting, auditing and financial reporting standards and
requirements comparable to those applicable to U.S.
companies. There may be less governmental supervision of
securities markets, brokers and issuers of securities.
Securities of some foreign companies are less liquid or more
volatile than securities of U.S. companies, and foreign
brokerage commissions and custodian fees are generally
higher than in the United States. Settlement practices may
include delays and may differ from those customary in United
States markets. Investments in foreign securities may also
be subject to other risks different from those affecting
U.S. investments, including local political or economic
developments, expropriation or nationalization of assets,
restrictions on foreign investment and repatriation of
capital, imposition of withholding taxes on dividend or
interest payments, currency blockage (which would prevent
cash from being brought back to the United States), and
difficulty in enforcing legal rights outside the United
States.

Transactions in Options and Futures. The Trustees have
-----------------------------------
approved the Utility Fund's use of the options and futures
strategies described below.

1. Writing Covered Call Options on Equity Securities.
-------------------------------------------------
The Utility Fund may write covered call options on equity
securities to earn premium income, to assure a definite
price for a security it has considered selling, or to close
out options previously purchased. A call option gives the
holder (buyer) the right to purchase a security at a
specified price (the exercise price) at any time until a
certain date (the expiration date). A call option is
"covered" if the Fund owns the underlying security subject
to the call option at all times during the option period. A
covered call writer is required to deposit in escrow the
underlying security in accordance with the rules of the
exchanges on which the option is traded and the appropriate
clearing agency.

The writing of covered call options is a conservative
investment technique which the Adviser believes involves
relatively little risk. However, there is no assurance that
a closing transaction can be effected at a favorable price.
During the option period, the covered call writer has, in
return for the premium received, given up the opportunity
for capital appreciation above the exercise price should the
market price of the underlying security increase, but has
retained the risk of loss should the price of the underlying
security decline.

The Fund may write covered call options if, immediately
thereafter, not more than 30% of its net assets would be
committed to such transactions. As long as the rules
promulgated under the California Corporate Securities Law
prohibit the Fund from engaging in unlisted covered call
transactions, the Fund will not do so. In addition, as long
as the Securities and Exchange Commission continues to take
the position that unlisted options are illiquid securities,
the Fund will not commit more than 10% of its net assets to
unlisted covered call transactions and other illiquid
securities. The ability of the Fund to write covered call
options may be limited by state regulations which require
the Fund to commit no more than a specified percentage of
its assets to such transactions and the tax requirement that
less than 30% of the Fund's gross income be derived from the
sale or other disposition of securities held for less than 3
months.

2. Purchasing Options on U.S. Government Securities.
------------------------------------------------
The Utility Fund may purchase put options on U.S. Government
securities to protect against a risk that an anticipated
rise in interest rates would result in a decline in the
value of the Fund's portfolio securities. The Fund may
purchase call options on U.S. Government securities as a
means of obtaining temporary exposure to market appreciation
when the Fund is not fully invested.

A put option is a short-term contract (having a
duration of nine months or less) which gives the purchaser
of the option, in return for a premium, the right to sell
the underlying security at a specified price during the term
of the option. A call option is a short-term contract which
gives the purchaser of the call option, in return for a
premium, the right to buy the underlying security at a
specified price during the term of the option. The purchase
of put and call options on U.S. Government securities is
analogous to the purchase of puts and calls on stocks. The
Fund will purchase options on U.S. Treasury Bonds, Notes and
Bills only.

There are special considerations applicable to options
on U.S. Treasury Bonds and Notes. Because trading interest
in options written on U.S. Treasury Bonds and Notes tends to
center on the most recently auctioned issues, the Exchanges
will not continue indefinitely to introduce options with new
expirations to replace expiring options on particular
issues. Instead, the expirations introduced at the
commencement of options trading on a particular issue will
be allowed to run their course with the possible addition of
a limited number of new expirations as the original ones
expire. Options trading on each issue of U.S. Treasury
Bonds and Notes will thus be phased out as new options are
listed on more recent issues, and options representing a
full range of expirations will not ordinarily be available
for every issue on which options are traded.

To terminate its rights with respect to put and call
options which it has purchased, the Fund may sell an option
of the same series in a "closing sale transaction." A
profit or loss will be realized depending on whether the
sale price of the option plus transaction costs is more or
less than the cost to the Fund of establishing the position.
If an option purchased by the Fund is not exercised or sold,
it will become worthless after its expiration date and the
Fund will experience a loss in the form of the premium and
transaction costs paid in establishing the option position.

The option positions may be closed out only on an
exchange which provides a secondary market for options of
the same series, and there is no assurance that a liquid
secondary market will exist for any particular option. The
option activities of the Fund may affect its turnover rate
and the amount of brokerage commissions paid by the Fund.
The Fund pays a brokerage commission each time it buys or
sells a security in connection with the exercise of an
option. Such commissions may be higher than those which
would apply to direct purchases or sales of portfolio
securities.

3. Purchasing Options on Interest Rate Futures
-------------------------------------------
Contracts. The Utility Fund may purchase put and call
---------
options on interest rate futures contracts. The purchase of
put options on interest rate futures contracts hedges the
Fund's portfolio against the risk of rising interest rates.
The purchase of call options on futures contracts is a means
of obtaining temporary exposure to market appreciation at
limited risk and is a hedge against a market advance when
the Fund is not fully invested. Assuming that any decline
in the securities being hedged is accompanied by a rise in
interest rates, the purchase of options on the futures
contracts may generate gains which can partially offset any
decline in the value of the Fund's portfolio securities
which have been hedged. However, if after the Fund
purchases an option on a futures contract, the value of the
securities being hedged moves in the opposite direction from
that contemplated, the Fund will tend to experience losses
in the form of premiums on such options which would
partially offset gains the Fund would have.

An interest rate futures contract is a contract to buy
or sell specified debt securities at a future time for a
fixed price. The Fund may purchase put and call options on
interest rate futures which are traded on a national
exchange or board of trade and sell such options to
terminate an existing position. The Fund may not enter into
interest rate futures contracts. Options on interest rate
futures are similar to options on stocks except that an
option on an interest rate future gives the purchaser the
right, in return for the premium paid, to assume a position
in an interest rate futures contract (a long position if the
option is a call and a short position if the option is a
put), rather than to purchase or sell stock, at a specified
exercise price at any time during the period of the option.

As with options on stocks, the holder of an option on
an interest rate futures contract may terminate his position
by selling an option of the same series. There is no
guarantee that such closing transactions can be effected.
In addition to the risks which apply to all options
transactions, there are several special risks relating to
options on interest rate futures contracts. The ability to
establish and close out positions on such options is subject
to the maintenance of a liquid secondary market. Compared
to the use of interest rate futures, the purchase of options
on interest rate futures involves less potential risk to the
Fund because the maximum amount at risk is the premium paid
for the options, plus transaction costs.

4. Options Transactions Generally. Option
------------------------------
transactions in which the Utility Fund may engage involve
the specific risks described above as well as the following
risks: the writer of an option may be assigned an exercise
at any time during the option period; disruptions in the
markets for underlying instruments could result in losses
for options investors; imperfect or no correlation between
the option and the securities being hedged; the insolvency
of a broker could present risks for the broker's customers;
and market imposed restrictions may prohibit the exercise of
certain options. In addition, the option activities of the
Fund may affect its portfolio turnover rate and the amount
of brokerage commissions paid by the Fund. The success of
the Fund in using the option strategies described above
depends, among other things, on the Adviser's ability to
predict the direction and volatility of price movements in
the options, futures contracts and securities markets and
the Adviser's ability to select the proper time, type and
duration of the options.

Warrants and Rights. Warrants are options to purchase
-------------------
equity securities at a specified price and are valid for a
specific time period. Rights are similar to warrants, but
normally have a short duration and are distributed by the
issuer to its shareholders. The Utility Fund and the Equity
Fund may purchase warrants and rights, provided that neither
Fund invests more than 5% of its respective net assets at
the time of purchase in warrants and rights other than those
that have been acquired in units or attached to other
securities. Of such 5%, no more than 2% of a Fund's assets
at the time of purchase may be invested in warrants which
are not listed on either the New York Stock Exchange or the
American Stock Exchange.

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

INVESTMENT LIMITATIONS

The Trust has adopted certain fundamental investment
limitations designed to reduce the risk of an investment in
the Funds. These limitations may not be changed with
respect to any Fund without the affirmative vote of a
majority of the outstanding shares of that Fund.

THE LIMITATIONS APPLICABLE TO THE U.S. GOVERNMENT
SECURITIES FUND ARE:

1. Borrowing Money. The Fund will not borrow money,
---------------
except as a temporary measure for extraordinary or emergency
purposes and then only in amounts not in excess of 10% of
the value of its total assets. While the Fund's borrowings
are in excess of 5% of its total assets, the Fund will not
purchase any additional portfolio securities. This
investment limitation does not preclude the Fund from
entering into reverse repurchase transactions, provided that
the Fund has asset coverage of 300% for all borrowings of
the Fund and reverse repurchase commitments of the Fund
pursuant to such transactions. The Fund will not pledge,
mortgage or hypothecate its assets (collateral arrangements
with respect to writing options and initial margin on
futures contracts are not deemed to be a pledge, mortgage or
hypothecation of assets for purposes of this investment
limitation) except in connection with borrowings described
in this investment limitation.

2. Margin Purchases. The Fund will not purchase any
----------------
securities on "margin" (except such short-term credits as
are necessary for the clearance of transactions or to the
extent necessary to engage in transactions described in the
Prospectus and Statement of Additional Information which
involve margin purchases).

3. Short Sales. The Fund will not make short sales
-----------
of securities.

4. Options. The Fund will not purchase or sell puts,
-------
calls, options, straddles, commodities or commodities
futures except as described in the Prospectus and Statement
of Additional Information.

<PAGE>
5. Mineral Leases. The Fund will not purchase oil,
--------------
gas or other mineral leases, rights or royalty contracts.

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

7. Illiquid Investments. The Fund will not purchase
--------------------
securities which cannot be readily resold to the public
because of legal or contractual restrictions on resale or
for which no readily available market exists or engage in a
repurchase agreement maturing in more than seven days if, as
a result thereof, more than 10% of the value of the total
assets of the Fund would be invested in such securities.

8. Concentration. The Fund will not invest more than
-------------
25% of its total assets in the securities of issuers in any
particular industry; provided, however, that there is no
limitation with respect to investments in obligations issued
or guaranteed by the United States Government or its
agencies or instrumentalities or repurchase agreements with
respect thereto.

9. Real Estate. The Fund will not purchase, hold or
-----------
deal in real estate or real estate mortgage loans, except it
may purchase (a) U.S. Government obligations, (b) securities
of companies which deal in real estate, or (c) securities
which are secured by interests in real estate or by
interests in mortgage loans including securities secured by
mortgage-backed securities.

10. Loans. The Fund will not make loans except (a) by
-----
purchase of marketable bonds, debentures, commercial paper
or corporate notes, and similar marketable evidences of
indebtedness which are part of an issue for the public or
(b) by entry into repurchase agreements.

11. Investing for Control. The Fund will not invest
---------------------
in companies for the purpose of exercising control.

12. Other Investment Companies. The Fund will not
--------------------------
acquire securities issued by any other investment company or
investment trust, except (a) in connection with a merger,
consolidation, acquisition of assets or reorganization, or
(b) by purchase in the open market where no underwriter or
dealer's commission or profit, other than customary broker's
commission, is involved and only if immediately thereafter
not more than 10% of the total assets of the Fund would be
invested in the securities of such issuers and not more than
3% of the securities of any other investment company would
be owned by the Fund.

13. Securities of One Issuer. The Fund will not
------------------------
invest more than 5% of its total assets in the securities of
any issuer; provided, however, that there is no limitation
with respect to investments and obligations issued or
guaranteed by the United States Government or its agencies
or instrumentalities or repurchase agreements with respect
thereto.

14. Securities of One Class. The Fund will not
-----------------------
purchase more than 10% of any class of securities of any
issuer or more than 10% of the outstanding voting securities
of any issuer (all outstanding bonds and other evidence of
indebtedness will be deemed to be a single class of
securities of the issuer, and all kinds of stock of an
issuer preferred over the common stock as to dividends or
liquidation will be deemed to constitute a single class
regardless of relative priorities, series designations,
conversion rights or other differences).

15. Securities Owned by Affiliates. The Fund will not
------------------------------
purchase or retain the securities of any issuers if those
officers and Trustees of the Trust or officers, directors,
or partners of its Advisers, owning individually more than
one-half of 1% of the securities of such issuer, own in the
aggregate more than 5% of the securities of such issuer.

16. When-Issued or To-Be-Announced Securities. The
-----------------------------------------
Trust will not make any commitment to purchase securities on
a when-issued or to-be-announced basis for the U.S.
Government Securities Fund if more than 25% of the Fund's
assets would be so committed.

17. Senior Securities. The Fund will not issue or
-----------------
sell any senior security as defined by the Investment
Company Act of 1940 except insofar as any borrowing that the
Fund may engage in may be deemed to be an issuance of a
senior security.

THE LIMITATIONS APPLICABLE TO THE TREASURY TOTAL RETURN
FUND ARE:

1. Borrowing Money. The Fund will not borrow money,
---------------
except (a) from a bank, provided that immediately after such
borrowing there is asset coverage of 300% for all borrowings
of the Fund; or (b) from a bank or other persons for
temporary purposes only, provided that, when made, such
temporary borrowings are in an amount not exceeding 5% of
the Fund's total assets. The Fund also will not make any
borrowing which would cause its outstanding borrowings to
exceed one-third of the value of its total assets. This
limitation is not applicable to when-issued purchases.

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 one-third of its 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 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 and
other illiquid securities.

5. Real Estate. The Fund will not purchase, hold or
-----------
deal 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 U.S. Treasury Obligations 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 U.S. Treasury Obligations.

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 Fund 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 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 obligations
issued by the U.S. Government, its territories and
possessions, the District of Columbia and their respective
agencies and instrumentalities or repurchase agreements with
respect thereto.

12. Mineral Leases. The Fund will not purchase oil,
--------------
gas or other mineral leases or exploration or development
programs.

13. Senior Securities. The Fund will not issue or
-----------------
sell any senior security as defined by the Investment
Company Act of 1940 except insofar as any borrowing that the
Fund may engage in may be deemed to be an issuance of a
senior security.

THE LIMITATIONS APPLICABLE TO THE UTILITY FUND ARE:

3. Margin Purchases. The Fund will not purchase any
----------------
securities on "margin" (except such short-term credits as
are necessary for the clearance of transactions or to the
extent necessary to engage in transactions described in the
Prospectus and Statement of Additional Information which
involve margin purchases).

4. Short Sales. The Fund will not make short sales
-----------
of securities.

5. Options. The Fund will not purchase or sell puts,
-------
calls, options, straddles, commodities or commodities
futures except as described in the Prospectus and Statement
of Additional Information.

6. Mineral Leases. The Fund will not purchase oil,
--------------
gas or other mineral leases, rights or royalty contracts.

7. 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 portfolio securities, a
Fund may be deemed an underwriter under certain federal
securities laws.

8. Illiquid Investments. The Fund will not purchase
--------------------
securities which cannot be readily resold to the public
because of legal or contractual restrictions on resale or
for which no readily available market exists or engage in a
repurchase agreement maturing in more than seven days if, as
a result thereof, more than 10% of the value of the net
assets of the Fund would be invested in such securities.

9. Real Estate. The Fund will not purchase, hold or
-----------
deal in real estate or real estate mortgage loans, except
that the Fund may purchase (a) securities of companies
(other than limited partnerships) which deal in real estate
or (b) securities which are secured by interests in real
estate or by interests in mortgage loans including
securities secured by mortgage-backed securities.

10. 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 marketable bonds, debentures, commercial paper or
corporate notes, and similar marketable evidences of
indebtedness which are part of an issue for the public.

11. Investing for Control. The Fund will not invest
---------------------
in companies for the purpose of exercising control.

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

13. Amount Invested in One Issuer. The Fund will not
-----------------------------
invest more than 5% of its total assets in the securities of
any issuer; provided, however, that there is no limitation
with respect to investments and obligations issued or
guaranteed by the United States Government or its agencies
or instrumentalities or repurchase agreements with respect
thereto.

14. Voting Securities of Any Issuer. The Fund will
-------------------------------
not purchase 5% or more of the outstanding voting securities
of any electric or gas utility company (as defined in the
Public Utility Holding Company Act of 1935), or purchase
more than 10% of the outstanding voting securities of any
other issuer.

15. Securities Owned by Affiliates. The Fund will not
------------------------------
purchase or retain the securities of any issuers if those
officers and Trustees of the Trust or officers, directors,
or partners of its Adviser, owning individually more than
one-half of 1% of the securities of such issuer, own in the
aggregate more than 5% of the securities of such issuer.

16. Industry Concentration. Under normal market
----------------------
conditions, the Fund will invest more than 25% of its total
assets in the public utilities industry. The Fund will not
invest more than 25% of its total assets in any particular
industry except the public utilities industry. For purposes
of this limitation, the public utilities industry includes
companies that produce or supply electric power, natural
gas, water, sanitary services, telecommunications and other
communications services (but not radio or television
broadcasters) for public use or consumption.

THE LIMITATIONS APPLICABLE TO THE EQUITY FUND ARE:

1. Borrowing Money. The Fund will not borrow money,
---------------
except (a) as a temporary measure for extraordinary or
emergency purposes and then only in amounts not in excess of
10% of the value of its total assets. While the Fund's
borrowings are in excess of 5% of its total assets, the Fund
will not purchase any additional portfolio securities. The
Fund will not pledge, mortgage or hypothecate its assets
except in connection with borrowings described in this
investment limitation.

2. Margin Purchases. The Fund will not purchase any
----------------
securities on "margin" (except such short-term credit as are
necessary for the clearance of transactions).

3. Short Sales. The Fund will not make short sales
-----------
of securities.

4. Options. The Fund will not purchase or sell puts,
-------
calls, options, straddles, commodities or commodities
futures.

5. Mineral Leases. The Fund will not purchase oil,
--------------
gas or other mineral leases or exploration or development
programs.

6. Underwriting. The Fund will not act as
------------
underwriter of securities issued by other persons, either
directly or through a majority owned subsidiary. 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.

7. Illiquid Investments. The Fund will not purchase
--------------------
securities which cannot be readily resold to the public
because of legal or contractual restrictions on resale or
for which no readily available market exists or engage in a
repurchase agreement maturing in more than seven days if, as
a result thereof, more than 15% of the value of the Fund's
net assets would be invested in such securities.

9. Real Estate. The Fund will not purchase, hold or
-----------
deal in real estate, including real estate limited
partnerships.

10. Loans. The Fund will not make loans to other
-----
persons, except (a) by loaning portfolio securities if the
borrower agrees to maintain collateral marked to market
daily in an amount at least equal to the market value of the
loaned securities, or (b) by engaging in repurchase
agreements. For purposes of this limitation, the term
"loans" shall not include the purchase of marketable bonds,
debentures, commercial paper or corporate notes, and similar
marketable evidences of indebtedness which are part of an
issue for the public.

11. Investing for Control. The Fund will not invest
---------------------
in companies for the purpose of exercising control.

13. Securities of One Issuer. The Fund will not
------------------------
purchase the securities of any issuer if such purchase at
the time thereof would cause more than 5% of the value of
its total assets to be invested in the securities of such
issuer (the foregoing limitation does not apply to
investments in government securities as defined in the
Investment Company Act of 1940).

14. Securities of One Class. The Fund will not
-----------------------
purchase the securities of any issuer if such purchase at
the time thereof would cause 10% of any class of securities
of such issuer to be held by the Fund, or acquire more than
10% of the outstanding voting securities of such issuer.
(All outstanding bonds and other evidences of indebtedness
shall be deemed to be a single class of securities of the
issuer).

15. Securities Owned by Affiliates. The Fund will not
------------------------------
purchase or retain the securities of any issuers if those
officers and Trustees of the Trust or officers, directors,
or partners of its Adviser, owning individually more than
one-half of 1% of the securities of such issuer, own in the
aggregate more than 5% of the securities of such issuer.

16. Senior Securities. The Fund will not issue or
-----------------
sell any senior security. This limitation is not applicable
to short-term credit obtained by the Fund for the clearance
of purchases and sales or redemptions of securities, or to
arrangements with respect to transactions involving forward
foreign currency exchange contracts, options, futures
contracts, short sales and other similar permitted
investments and techniques.

With respect to the percentages adopted by the Trust as
maximum limitations on a 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 any 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 a Fund from acquiring or retaining
securities of any open-end investment company, the Funds
will not acquire or retain such securities, unless the
acquisition is part of a merger or acquisition of assets or
other reorganization. The Treasury Total Return Fund does
not intend to invest in obligations issued by territories
and possessions of the United States, the District of
Columbia and their respective agencies and instrumentalities
or repurchase agreements with respect thereto. 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 Group Tax Free Trust and Midwest Trust) for the
fiscal year ended March 31, 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.
<TABLE>
COMPENSATION
COMPENSATION FROM
NAME AGE POSITION HELD FROM TRUST MIDWEST COMPLEX
---- ---- ------------- ------------ ---------------
<S> <C> <C> <C> <C>
*Robert H. Leshner 55 President/Trustee $ 0 $ 0
Robert Betagole 66 Trustee 1,800 1,800
Dale P. Brown 47 Trustee 600 600
+Margaret S. Hansson 72 Trustee 2,400 2,400
+H. Jerome Lerner 56 Trustee 2,400 6,800
+Richard A. Lipsey 55 Trustee 2,400 2,400
Donald J. Rahilly 49 Trustee 2,100 2,100
Fred A. Rappoport 48 Trustee 2,400 2,400
Robert B. Sumerel 53 Trustee 0 0
John F. Splain 38 Secretary 0 0
Mark J. Seger 33 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 Group Tax Free Trust and
Midwest Trust, registered investment companies.

ROBERT BETAGOLE, 10340 Evendale Road, Cincinnati, Ohio is
President of Mike Albert Leasing, Inc., a nationwide automobile
and truck leasing company, and Superior Chevrolet, Inc., an
automobile dealership. He is also a Director of Accel
International Corp., an insurance company.

<PAGE>
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.

MARGARET S. HANSSON, 2220 Norwood Avenue, Boulder, Colorado
is President and Chief Executive Officer of M.S. Hansson, Inc., a
company engaged in product development and private investment.
She is also President of Aqualogic, Inc., an ecological water
treatment system, a Director of Norwest Banks and a Director of
Staodynamics, Inc., a manufacturer of electronic medical
equipment.

H. JEROME LERNER, 7149 Knoll Road, Cincinnati, Ohio is a
principal of HJL Enterprises and is Chairman of Crane
Electronics, Inc., a manufacturer of connectors. He is also a
Trustee of Midwest Trust and Midwest Group Tax Free Trust.

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.
Until 1991, he was Vice President-Entertainment and Informational
Special Programs of CBS, Inc., a broadcasting company.

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 Group Tax Free Trust,
Brundage, Story and Rose Investment Trust, Leeb Personal
FinanceTM Investment Trust, Markman MultiFund Trust and The
Tuscarora Investment Trust and Assistant Secretary of
Williamsburg Investment Trust, 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 Group Tax Free Trust,
Midwest 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 Assistant Secretary of Fremont
Mutual Funds, Inc.

THE INVESTMENT ADVISER AND UNDERWRITER

Midwest Group Financial Services, Inc. (the "Adviser")
is the Funds' 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 agreements
between the Trust and the Adviser, the Adviser manages the
Funds' investments. Each Fund pays the Adviser a fee
computed and accrued daily and paid monthly at an annual
rate of .75% of its average daily net assets up to
$200,000,000, .7% of such assets from $200,000,000 to
$500,000,000 and .5% of such assets in excess of
$500,000,000. The rate of this fee is higher than that paid
by most mutual funds. The total fees paid by a 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 March 31, 1995, 1994 and
1993, the U.S. Government Securities Fund paid advisory fees
of $261,660, $269,160 and $300,582, respectively. For the
fiscal years ended March 31, 1995, 1994 and 1993, the
Treasury Total Return Fund paid advisory fees of $176,208
(net of voluntary fee waivers of $32,713), $295,134 and
$348,272, respectively. For the fiscal years ended March
31, 1995, 1994 and 1993, the Utility Fund paid advisory fees
of $325,780, $338,922 and $271,790, respectively. For the
fiscal years ended March 31, 1995 and 1994, the Equity Fund
paid advisory fees of $12,853 (net of voluntary fee waivers
of $46,905) and $48,685, respectively; however, in order to
reduce the operating expenses of the Fund, the Adviser
voluntarily reimbursed the Fund for $14,964 of Class C
expenses during the fiscal year ended March 31, 1995 and
reimbursed the Fund for $14,221 of Class A expenses and
$18,412 of Class C expenses during the fiscal year ended
March 31, 1994.

The Funds are responsible for the payment of all
expenses incurred in connection with the organization,
registration of shares and operations of the Funds,
including such extraordinary or non-recurring expenses as
may arise, such as litigation to which the Trust may be a
party. The Funds 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 Funds' shares to the extent that
such expenses are not assumed by the Funds under their plans
of distribution (see below). 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 their terms, the Funds' investment advisory
agreements will remain in force until March 31, 1996 and
from year to year thereafter, subject to annual approval by
(a) the Board of Trustees or (b) a vote of the majority of a
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 Funds' investment advisory
agreements 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 a Fund's
outstanding voting securities, or by the Adviser. The
investment advisory agreements automatically terminate in
the event of their assignment, as defined by the Investment
Company Act of 1940 and the rules thereunder.

The Adviser will reimburse the Funds to the extent that
the expenses of a 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 Funds 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 a 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
Strategic" 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
Funds and, as such, the exclusive agent for distribution of
shares of the Funds. The Adviser is obligated to sell the
shares on a best efforts basis only against purchase orders
for the shares. Shares of each Fund are offered to the
public on a continuous basis.

The Adviser currently allows concessions to dealers who
sell shares of the Funds. The Adviser receives that portion
of the sales load which is not reallowed to the dealers who
sell shares of the Funds. The Adviser retains the entire
sales load on all direct initial investments in the Funds
and on all investments in accounts with no designated dealer
of record. For the fiscal year ended March 31, 1995, the
aggregate underwriting commissions on sales of the Trust's
shares were $179,235 of which the Adviser paid $160,038 to
unaffiliated broker-dealers in the selling network, earned
(along with affiliates) $4,649 as a broker-dealer in the
selling network and retained $14,548 in underwriting
commissions. For the fiscal year ended March 31, 1994, the
aggregate underwriting commissions on sales of the Trust's
shares were $527,108 of which the Adviser paid $477,147 to
unaffiliated broker-dealers in the selling network, earned
(along with affiliates) $19,065 as a broker-dealer in the
selling network and retained $30,896 in underwriting
commissions. For the fiscal year ended March 31, 1993, the
aggregate underwriting commissions on sales of the Trust's
shares were $611,888 of which the Adviser paid $528,492 to
unaffiliated broker-dealers in the selling network, earned
(along with affiliates) $22,897 as a broker-dealer in the
selling network and retained $60,499 in underwriting
commissions.

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

DISTRIBUTION PLANS

Class A Shares -- As stated in the Prospectus, the
Funds have adopted a plan of distribution (the "Class A
Plan") pursuant to Rule 12b-1 under the Investment Company
Act of 1940 which permits each Fund to pay for expenses
incurred in the distribution and promotion of the Funds'
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 the U.S. Government Securities Fund and
the Treasury Total Return Fund and .25% of the average daily
net assets of the Class A shares of the Utility Fund and the
Equity Fund. Unreimbursed expenses will not be carried over
from year to year.

Class C Shares (Utility Fund and Equity Fund) -- The
Utility Fund and the Equity Fund have also adopted a plan of
distribution (the "Class C Plan") with respect to the Class
C shares of such Funds. The Class C Plan provides for two
categories of payments. First, the Class C Plan provides
for the payment to the Adviser of an account maintenance
fee, in an amount equal to an annual rate of .25% of the
average daily net assets of the Class C shares, which may be
paid to other dealers based on the average value of Class C
shares owned by clients of such dealers. In addition, a
Fund may pay up to an additional .75% per annum of the daily
net assets of the Class C shares for expenses incurred in
the distribution and promotion of the shares, including
prospectus costs for prospective shareholders, costs of
responding to prospective shareholder inquiries, payments to
brokers and dealers for selling and assisting in the
distribution of Class C shares, costs of advertising and
promotion and any other expenses related to the distribution
of the Class C shares. Unreimbursed expenditures will not
be carried over from year to year. The Funds may make
payments to dealers and other persons in an amount up to
.75% per annum of the average value of Class C shares owned
by their clients, in addition to the .25% account
maintenance fee described above.

General Information -- For the fiscal year ended March
31, 1995, the aggregate distribution-related expenditures
under the Plans were $17,271 for the U.S. Government
Securities Fund; $3,817 for the Treasury Total Return Fund;
$37,148 and $9,766 for Class A and Class C shares,
respectively, of the Utility Fund; and $561 and $15,457 for
Class A and Class C shares, respectively, of the Equity
Fund. Amounts were spent as follows:<PAGE>
<TABLE>
U.S. Treasury
Government Total Utility Utility Equity Equity
Securities Return Fund Fund Fund Fund
Fund Fund Class A Class C Class A Class C
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Printing and
mailing of
prospectuses
and reports
to prospective
shareholders $ 4,271 $ 3,817 $ 5,625 $ 289 $ 561 $ 493
Payments to
broker-dealers
and others for
the sale or
retention of
assets 13,000 - 31,523 9,477 - 14,964
------- -------- ------- ------- ------ -------
$17,271 $ 3,817 $37,148 $9,766 $ 561 $15,457
======= ======== ======== ======= ====== ========

</TABLE>
Agreements implementing the Plans (the "Implementation
Agreements"), including agreements with dealers wherein such
dealers agree for a fee to act as agents for the sale of the
Funds' shares, are in writing and have been approved by the
Board of Trustees. All payments made pursuant to the Plans
are made in accordance with written agreements.

The continuance of the Plans 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 Plans
or any Implementation Agreement (the "Independent Trustees")
at a meeting called for the purpose of voting on such
continuance. 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 shares of a
Fund or the applicable class of a Fund. In the event a Plan
is terminated in accordance with its terms, the affected
Fund (or class) 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 shares of a Fund (or the
applicable class) on not more than 60 days' written notice
to any other party to the Implementation Agreement. The
Plans may not be amended to increase materially the amount
to be spent for distribution without shareholder approval.
All material amendments to the Plans must be approved by a
vote of the Trust's Board of Trustees and by a vote of the
Independent Trustees.

In approving the Plans, 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 Plans will benefit the Funds and their
shareholders. The Board of Trustees believes that
expenditure of the Funds' assets for distribution expenses
under the Plans should assist in the growth of the Funds
which will benefit the Funds and their shareholders through
increased economies of scale, greater investment
flexibility, greater portfolio diversification and less
chance of disruption of planned investment strategies. The
Plans will be renewed only if the Trustees make a similar
determination for each subsequent year of the Plans. There
can be no assurance that the benefits anticipated from the
expenditure of the Funds' assets for distribution will be
realized. While the Plans are in effect, all amounts spent
by the Funds pursuant to the Plans and the purposes for
which such expenditures were made must be reported quarterly
to the Board of Trustees for its review. Distribution
expenses attributable to the sale of more than one class of
shares of a Fund will be allocated at least annually to each
class of shares based upon the ratio in which the sales of
each class of shares bears to the sales of all the shares of
such Fund. In addition, 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 Plans and the
Implementation Agreements.

SECURITIES TRANSACTIONS

Decisions to buy and sell securities for the Funds and
the placing of the Funds' 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 Funds, 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. For the fiscal years ended March 31, 1995, 1994
and 1993, the Utility Fund paid brokerage commissions of
$80,464, $47,578 and $259,716, respectively. The higher
commissions paid by the Utility Fund during the fiscal year
ended March 31, 1993 were due to a higher portfolio turnover
rate. For the fiscal years ended March 31, 1995 and 1994,
the Equity Fund paid brokerage commissions of $71,412 and
$46,069, respectively.

Generally, the Funds attempt 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 Funds may be
purchased directly from the issuer. Because the portfolio
securities of the U.S. Government Securities Fund and the
Treasury Total Return 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 for these Funds will consist
primarily of dealer or underwriter spreads. No brokerage
commissions have been paid by the U.S. Government Securities
Fund or the Treasury Total Return Fund during the last three
fiscal years.

The Adviser is specifically authorized to select
brokers who also provide brokerage and research services to
the Funds 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 Funds
and to accounts over which it exercises investment
discretion. During the fiscal year ended March 31, 1995,
the amount of brokerage transactions and related commissions
for the Utility Fund directed to brokers due to research
services provided were $20,688,690 and $78,064,
respectively. During the fiscal year ended March 31, 1995,
the amount of brokerage transactions and related commissions
for the Equity Fund directed to brokers due to research
services provided were $19,046,384 and $66,084,
respectively.

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 Funds 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 Funds and the Adviser, it
is not possible to place a dollar value on it. Research
services furnished by brokers through whom the Funds effect
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 Funds.

The Funds have 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.
For the fiscal year ended March 31, 1994, the Utility Fund
and the Equity Fund paid to the Adviser brokerage
commissions of $10,160 and $21,420, respectively. No Fund
will 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 Funds do 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 Funds with other brokers.

Amivest Corporation may be deemed to be an affiliate of
the Trust by virtue of the fact that it owned of record 5%
or more of the outstanding shares of one or more series of
the Trust. During the fiscal years ended March 31, 1994 and
1993, the Utility Fund paid Amivest Corporation brokerage
commissions of $6,000 and $29,988, respectively. During the
fiscal year ended March 31, 1995, the Equity Fund paid
Amivest Corporation brokerage commissions of $1,800 (which
equals 2.5% of the total brokerage commissions paid by the
Fund) for effecting 1.7% of the Fund's portfolio
transactions involving the payment of brokerage commissions.
During the period ended March 31, 1994, the Equity Fund paid
Amivest Corporation brokerage commissions of $5,538.

During the fiscal year ended March 31, 1995, the Funds
entered into repurchase transactions with the following of
the Trust's regular broker-dealers as defined under the
Investment Company Act of 1940: Daiwa Securities America
Inc., Dean Witter Reynolds Inc., Fuji Securities Inc.,
Harris-Nesbitt Thomson Securities, Inc. and Sanwa Securities
(USA) Co., L.P.

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. The substantive
restrictions applicable to all employees 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. 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
any Fund. Furthermore, the Code provides for trading
"blackout periods" which prohibit trading by investment
personnel of the Adviser within periods of trading by the
Funds in the same (or equivalent) security.

PORTFOLIO TURNOVER

A 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
Funds. A 100% turnover rate would occur if all of a Fund's
portfolio securities were replaced once within a one year
period.

Generally, each Fund intends to invest for long-term
purposes. However, the rate of portfolio turnover will
depend upon market and other conditions, and it will not be
a limiting factor when the Adviser believes that portfolio
changes are appropriate.

If warranted by market conditions, the U.S. Government
Securities Fund may engage in short-term trading if the
Adviser believes the transactions, net of costs, will result
in improving the income or the appreciation potential of the
Fund's portfolio. Because of the possibility of short-term
trading, there may be a very substantial turnover of the
Fund's portfolio. For the fiscal years ended March 31, 1995
and 1994, the U.S. Government Securities Fund experienced
portfolio turnover of 205% and 246%, respectively.

The Treasury Total Return Fund is managed in light of
the Adviser's interpretation of market conditions and
trends. When, in the opinion of the Adviser, market
indicators point to lower interest rates, the Adviser will
convert a substantial portion of the Fund's portfolio to
long-term U.S. Treasury obligations. When, in the opinion
of the Adviser, market indicators point to higher interest
rates, the Adviser will convert a substantial portion of the
Fund's portfolio to short-term U.S. Treasury obligations.
If the Adviser projects more than one shift in interest
rates within a fiscal year, there may be a very substantial
turnover of the Fund's portfolio. For the fiscal years
ended March 31, 1995 and 1994, the Treasury Total Return
Fund experienced portfolio turnover of 63% and 526%,
respectively.

Because the Utility Fund and the Equity Fund are
actively managed by the Adviser in light of the Adviser's
investment outlook for common stocks, there may be a very
substantial turnover of each Fund's portfolio. For the
fiscal years ended March 31, 1995 and 1994, the Utility Fund
experienced portfolio turnover of 17% and 91%, respectively.
For the fiscal year ended March 31, 1995, the Equity Fund
experienced portfolio turnover of 159% and for the period
ended March 31, 1994, the Equity Fund had an annualized
portfolio turnover rate of 109%.

CALCULATION OF SHARE PRICE AND PUBLIC OFFERING PRICE

The share price (net asset value) and the public
offering price (net asset value plus applicable sales load)
of the shares of each Fund are determined as of the close of
the regular session of trading on the New York Stock
Exchange (currently 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 a 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 and the public
offering price, see "Calculation of Share Price and Public
Offering Price" in the Prospectus.

OTHER PURCHASE INFORMATION

The Prospectus describes generally how to purchase
shares of the Funds. Additional information with respect to
certain types of purchases of shares of the U.S. Government
Securities Fund and the Treasury Total Return Fund and Class
A shares of the Utility Fund and the Equity Fund is set
forth below.

Right of Accumulation. A "purchaser" (as defined in
---------------------
the Prospectus) of shares of a Fund has the right to combine
the cost or current net asset value (whichever is higher) of
his existing shares of the load funds distributed by the
Adviser with the amount of his current purchases in order to
take advantage of the reduced sales loads set forth in the
tables in the Prospectus. The purchaser or his dealer must
notify MGF Service Corp. that an investment qualifies for a
reduced sales load. The reduced load will be granted upon
confirmation of the purchaser's holdings by MGF Service
Corp.

<PAGE>
Letter of Intent. The reduced sales loads set forth in
----------------
the tables in the Prospectus may also be available to any
"purchaser" (as defined in the Prospectus) of shares of a
Fund who submits a Letter of Intent to MGF Service Corp.
The Letter must state an intention to invest within a
thirteen month period in any load fund distributed by the
Adviser a specified amount which, if made at one time, would
qualify for a reduced sales load. A Letter of Intent may be
submitted with a purchase at the beginning of the thirteen
month period or within ninety days of the first purchase
under the Letter of Intent. Upon acceptance of this Letter,
the purchaser becomes eligible for the reduced sales load
applicable to the level of investment covered by such Letter
of Intent as if the entire amount were invested in a single
transaction.

The Letter of Intent is not a binding obligation on the
purchaser to purchase, or the Trust to sell, the full amount
indicated. During the term of a Letter of Intent, shares
representing 5% of the intended purchase will be held in
escrow. These shares will be released upon the completion
of the intended investment. If the Letter of Intent is not
completed during the thirteen month period, the applicable
sales load will be adjusted by the redemption of sufficient
shares held in escrow, depending upon the amount actually
purchased during the period. The minimum initial investment
under a Letter of Intent is $10,000.

The purchaser or his dealer must notify MGF Service
Corp. that an investment is being made pursuant to an
executed Letter of Intent.

Other Information. The Trust does not impose a sales
-----------------
load or imposes a reduced sales load in connection with
purchases of shares of a Fund made under the reinvestment
privilege or the purchases described in the "Reduced Sales
Load," "Purchases at Net Asset Value" or "Exchange
Privilege" sections in the Prospectus because such purchases
require minimal sales effort by the Adviser. Purchases
described in the "Purchases at Net Asset Value" section may
be made for investment only, and the shares may not be
resold except through redemption by or on behalf of the
Trust.

TAXES

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

Each Fund intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of
1986. Among its requirements to qualify under Subchapter M,
a Fund must distribute annually at least 90% of its net
investment income. In addition to this distribution
requirement, a Fund must derive at least 90% of its gross
income each taxable year from dividends, interest, payments
with respect to securities' loans, gains from the
disposition of stock or securities, and certain other
income. Each Fund will also be required to derive less than
30% of its gross income from the sale or other disposition
of securities held for less than 90 days.

A 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 March 31, 1995, the U.S. Government Securities Fund,
the Treasury Total Return Fund, the Utility Fund and the
Equity Fund had capital loss carryforwards for federal
income tax purposes of $5,209,965, $2,090,947, $368,974 and
$558,651, respectively, none of which expire until at least
March 31, 2002.

A federal excise tax at the rate of 4% will be imposed
on the excess, if any, of a Fund's "required distribution"
over actual distributions in any calendar year. Generally,
the "required distribution" is 98% of a 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 Funds intend 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 a 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, each
Fund intends to make an election pursuant to Rule 18f-1
under the Investment Company Act of 1940. This election
will require the Funds to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the net asset value of each
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

From time to time, each Fund may advertise average
annual total return. Average annual total return quotations
will be computed by finding the average annual compounded
rates of return over 1, 5 and 10 year periods that would
equate the initial amount invested to the ending redeemable
value, according to the following formula:

P (1 + T)n = ERV
Where:

P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the 1, 5 and 10
year periods at the end of the 1, 5 or 10 year
periods (or fractional portion thereof)

The calculation of average annual total return assumes the
reinvestment of all dividends and distributions and the
deduction of the current maximum sales load from the initial
$1,000 payment. If a Fund has been in existence less than
one, five or ten years, the time period since the date of
the initial public offering of shares will be substituted
for the periods stated. The average annual total returns of
the Funds for the periods ended March 31, 1995 are as
follows:

U.S. Government Securities Fund
-------------------------------
1 Year -1.94%
5 Years +6.02%
10 Years +7.63%

Treasury Total Return Fund
--------------------------
1 Year -5.68%
5 Years +5.49%
Since inception (January 26, 1988) +4.44%

Utility Fund (Class A)
----------------------
1 Year -0.47%
5 Years +7.50%
Since inception (August 15, 1989) +7.63%

<PAGE>
Utility Fund (Class C)
----------------------
1 Year +3.00%
Since inception (August 2, 1993) -1.43%

Equity Fund (Class A)
---------------------
1 Year +3.75%
Since inception (August 2, 1993) +0.61%

Equity Fund (Class C)
---------------------
1 Year +7.32%
Since inception (June 7, 1993) +2.29%

Each Fund may also advertise total return (a "non-
standardized quotation") which is calculated differently
from average annual total return. A nonstandardized
quotation of total return may be a cumulative return which
measures the percentage change in the value of an account
between the beginning and end of a period, assuming no
activity in the account other than reinvestment of dividends
and capital gains distributions. This computation does not
include the effect of the applicable sales load which, if
included, would reduce total return. The total returns of
the Funds as calculated in this manner for each of the last
ten fiscal years (or since inception) are as follows:

<TABLE>

U.S. Treasury
Government Total Utility Utility Equity Equity
Securities Return Fund Fund Fund Fund
Fund Fund Class A Class C Class A Class C
---------- -------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Period Ended
--------------
March 31, 1986 +22.14%
March 31, 1987 + 8.62%
March 31, 1988 + 2.95% - 3.14%(1)
March 31, 1989 + 4.97% + 3.16%
March 31, 1990 + 8.60% + 4.71% + 5.37%(2)
March 31, 1991 +11.37% + 9.95% + 9.23%
March 31, 1992 + 9.46% + 8.98% +11.84%
March 31, 1993 +11.71% +16.21% +20.64%
March 31, 1994 + 0.30% - 0.54% - 2.11% -5.21%(3) -2.63%(3) -2.91%(4)
March 31, 1995 + 0.06% - 1.75% + 3.68% +3.00% +8.07% +7.32%
<FN>
(1)From date of initial public offering on January 26, 1988
(2)From date of initial public offering on August 15, 1989
(3)From date of initial public offering on August 2, 1993
(4)From date of initial public offering on June 7, 1993
</FN>
</TABLE>
A nonstandardized quotation may also indicate average annual
compounded rates of return without including the effect of the
applicable sales load or over periods other than those specified
for average annual total return. The average annual compounded
rates of return for the Funds (excluding sales loads) for the
periods ended March 31, 1995 are as follows:
U.S. Government Securities Fund
-------------------------------
1 Year +0.06%
3 Years +3.89%
5 Years +6.45%
10 Years +7.84%
Since inception (June 4, 1984) +8.59%

Treasury Total Return Fund
--------------------------
1 Year -1.75%
3 Years +4.33%
5 Years +6.36%
Since inception +5.04%

Utility Fund (Class A)
----------------------
1 Year +3.68%
3 Years +6.98%
5 Years +8.38%
Since inception +8.42%

Utility Fund (Class C)
----------------------
1 Year +3.00%
Since inception -1.43%

Equity Fund (Class A)
---------------------
1 Year +8.07%
Since inception +3.12%

Equity Fund (Class C)
---------------------
1 Year +7.32%
Since inception +2.29%

A nonstandardized quotation of total return will always be
accompanied by a Fund's average annual total return as
described above.

From time to time, each of the Funds may advertise its
yield. A yield quotation is based on a 30-day (or one
month) period and is computed by dividing the net investment
income per share earned during the period by the maximum
offering price per share on the last day of the period,
according to the following formula:

Yield = 2[(a-b/cd +1)6 -1]
Where:
a = dividends and interest earned during the period
b = expenses accrued for the period (net of reimbursements)
c = the average daily number of shares outstanding during
the period that were entitled to receive dividends
d = the maximum offering price per share on the last day of
the period

Solely for the purpose of computing yield, dividend income
is recognized by accruing 1/360 of the stated dividend rate
of the security each day that a Fund owns the security.
Generally, interest earned (for the purpose of "a" above) on
debt obligations is computed by reference to the yield to
maturity of each obligation held based on the market value
of the obligation (including actual accrued interest) at the
close of business on the last business day prior to the
start of the 30-day (or one month) period for which yield is
being calculated, or, with respect to obligations purchased
during the month, the purchase price (plus actual accrued
interest). With respect to the treatment of discount and
premium on mortgage or other receivables-backed obligations
which are expected to be subject to monthly paydowns of
principal and interest, gain or loss attributable to actual
monthly paydowns is accounted for as an increase or decrease
to interest income during the period and discount or premium
on the remaining security is not amortized. The yield of
the U.S. Government Securities Fund for March 1995 was
6.26%. The yield of the Treasury Total Return Fund for
March 1995 was 4.35%. The yields of Class A and Class C
shares of the Utility Fund for March 1995 were 4.63% and
4.03%, respectively. The yields of Class A and Class C
shares of the Equity Fund for March 1995 were 1.73% and
1.05%, respectively.

The performance quotations described above are based on
historical earnings and are not intended to indicate future
performance. Average annual total return and yield are
computed separately for Class A and Class C shares of the
Utility Fund and the Equity Fund. The yield of Class A
shares is expected to be higher than the yield of Class C
shares due to the higher distribution fees imposed on Class
C shares.

To help investors better evaluate how an investment in
a Fund might satisfy their investment objective,
advertisements regarding each 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
Funds may use the following publications or indices to
discuss or compare Fund performance:

Lipper Mutual Fund Performance Analysis and Lipper
Fixed Income Fund Performance Analysis measure total return
and average current yield for the mutual fund industry and
rank individual mutual fund performance over specified time
periods assuming reinvestment of all distributions,
exclusive of sales loads. The U.S. Government Securities
Fund may provide comparative performance information
appearing in the U.S. Mortgage Funds category, the Treasury
Total Return Fund may provide comparative performance
information appearing in the U.S. Treasury Funds category,
the Utility Fund may provide comparative performance
information appearing in the Utility Funds category and the
Equity Fund may provide comparative performance information
appearing in the Capital Appreciation Funds category. In
addition, the Funds may also use comparative performance
information of relevant indices, including the following:

Lehman Brothers Mortgage-Backed Securities Index, which
measures the performance of 15 and 30-year fixed rate
securities backed by mortgage pools of the GNMA, the FHLMC
and the FNMA. Graduated payment mortgages and balloons are
included in the index; buydowns, manufactured homes and
graduated equity mortgages are not.

Merrill Lynch Treasuries (All Maturities) Index, which
measures the current performance of U.S. Treasury
obligations on a specific date. U.S. Treasury obligations
are backed by the "full faith and credit" of the United
States Government.

S&P 500 Index is an unmanaged index of 500 stocks, the
purpose of which is to portray the pattern of common stock
price movement.

Dow Jones Industrial Average is a measurement of
general market price movement for 30 widely held stocks
listed on the New York Stock Exchange.

S&P Utility Index is an unmanaged index consisting of
three utility groups totaling 40 companies -- 21 electric
power companies, 11 natural gas distributors and pipelines
and 8 telephone companies.

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 Funds' portfolios, 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 Funds to calculate their performance.
In addition, there can be no assurance that the Funds will
continue this performance as compared to such other
averages.

PRINCIPAL SECURITY HOLDERS
--------------------------

As of July 7, 1995, Amivest Corporation, P.O. Box 370,
Cooper Station, New York, New York owned of record 10.0% of
the outstanding shares of the U.S. Government Securities
Fund; Queen City Urology Associates, Inc., 400 Martin Luther
King Drive, Cincinnati, Ohio owned of record 7.1% of the
outstanding shares of the Treasury Total Return Fund;
Merrill Lynch/FDS, 4800 Deer Lake Drive East, Jacksonville,
Florida owned of record 6.9% of the outstanding Class A
shares of the Utility Fund; Bernard/Eva Raab, Co-Trustees
FBO Raab Family Trust Dated 10-20-77, 118 N. Maple Drive,
Beverly Hills, California owned of record 5.6% of the
outstanding Class C shares of the Utility Fund; Orflex
Employees 401(k) Plan, 470 W. Northland Boulevard,
Cincinnati, Ohio owned of record 16.7% of the outstanding
Class A shares of the Equity Fund; Clifford G. Neill DDS,
P.C. Profit Sharing Plan Dated 3-15-86, 307 S. University,
Carbondale, Illinois owned of record 13.9% of the
outstanding Class C shares of the Equity Fund; KMK P/S
401(k) FBO H. Weiss, c/o Provident Bank Trustee, One East
Fourth Street, Cincinnati, Ohio owned of record 6.5% of the
outstanding Class C shares of the Equity Fund; and Kathy
Smith Trust, FBO Kr. Ent. Inc. Profit Sharing Plan UA, Dated
5-1-87, c/o Callas & Associates, 12424 Wilshire Boulevard,
Los Angeles, California owned of record 5.3% of the
outstanding Class C shares of the Equity Fund.

As of July 7, 1995, the Trustees and officers of the
Trust as a group owned of record or beneficially 1.6% of the
outstanding Class A shares of the Utility Fund and 4.6% of
the outstanding Class C shares of the Equity Fund. As of
July 7, 1995, the Trustees and officers of the Trust as a
group owned of record or beneficially less than 1% of the
outstanding shares of the Trust and of each other Fund (or
Class thereof).

CUSTODIAN
---------
The Fifth Third Bank, 38 Fountain Square Plaza,
Cincinnati, Ohio has been retained to act as Custodian for
each Fund's investments. The Fifth Third Bank acts as each
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. As compensation, The Fifth
Third Bank receives from each Fund a base fee at the annual
rate of .005% of average net assets (subject to a minimum
annual fee of $1,500 per Fund and a maximum fee of $5,000
per Fund) plus transaction charges for each security
transaction of the Funds.

ACCOUNTANTS
-----------
The firm of Arthur Andersen LLP has been selected as
independent public accountants for the Trust for the fiscal
year ending March 31, 1996. Arthur Andersen LLP, 425 Walnut
Street, Cincinnati, Ohio, performs an annual audit of the
Trust's financial statements and provides financial and
accounting consulting services as requested.

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 Funds' 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 $21 per account from each of the U.S.
Government Securities Fund and the Treasury Total Return
Fund and $17 per account from each of the Utility Fund and
the Equity Fund, provided, however, that the minimum fee is
$1,000 per month for each class of shares of a Fund. In
addition, the Funds pay 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 Funds. 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 U.S. Government
Securities Fund pays MGF a fee in accordance with the
following schedule:

Asset Size of Fund Monthly Fee
------------------ -----------
$ 0 - $ 50,000,000 $3,250
50,000,000 - 100,000,000 3,750
100,000,000 - 250,000,000 4,250
Over 250,000,000 4,750

The Treasury Total Return Fund pays MGF a fee in accordance
with the following schedule:

Asset Size of Fund Monthly Fee
------------------ -----------
$ 0 - $ 50,000,000 $2,750
50,000,000 - 100,000,000 3,250
100,000,000 - 250,000,000 3,750
Over 250,000,000 4,250

The Utility Fund and the Equity Fund each pay MGF a fee in
accordance with the following schedule:

Asset Size of Fund Monthly Fee
------------------ -----------
$ 0 - $ 50,000,000 $3,500
50,000,000 - 100,000,000 4,000
100,000,000 - 150,000,000 4,500
150,000,000 - 200,000,000 5,000
200,000,000 - 250,000,000 5,500
Over 250,000,000 6,500

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

MGF is retained by the Adviser to assist the Adviser in
providing administrative services to the Funds. 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 Funds, 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 Funds to the Adviser pursuant to the Funds'
investment advisory agreements 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.

ANNUAL REPORT
-------------
The Funds' financial statements as of March 31, 1995
appear in the Trust's annual report which is attached to
this Statement of Additional Information.

TOTAL RETURN

CAPITAL APPRECIATION

INCOME

ANNUAL
REPORT
MARCH 31, 1995

Treasury Total
RETURN FUND

Utility
FUND

Equity
FUND

U.S. Government
SECURITIES FUND

<PAGE>

TREASURY TOTAL RETURN FUND
MANAGEMENT DISCUSSION AND ANALYSIS
The Treasury Total Return Fund seeks the highest level of total return over the
long term, consistent with the protection of capital, by investing primarily in
direct obligations of the United States Treasury. High current income is a
secondary objective. For the fiscal year ended March 31, 1995, the Fund's total
return for Class A shares (excluding the impact of the maximum 4% front-end
sales load) was -1.75%, as compared to 4.25% for the Merrill Lynch Treasuries
(All Maturities) Index.

Throughout 1994, the United States experienced a rare blend of low inflation and
rapid economic growth. In response to this growth, the Federal Reserve Board
raised the Federal Funds rate five times in 1994 with the intention of keeping
inflationary pressures in check. Nevertheless, investors still could not
overcome their inflationary fears. As a result, long-term interest rates rose
sharply and more severely than did short-term rates which more closely
paralleled the actions of the Federal Reserve. Late in 1994 and into the first
quarter of 1995, however, investors' confidence about economic conditions
improved based on indications of a slowdown in the economy. This prompted a
decline in long-term interest rates.

Early in 1995, management moved the investment portfolio of the Fund entirely
into short-term Treasury issues and cash equivalents. With interest rates on the
rise during most of 1994, yields on short-term Treasury issues began to offer
greater appeal as conservative investment alternatives. Management concluded
that the potential price appreciation on longer-term securities if interest
rates relaxed did not warrant the downside risk. While this strategy did not
allow the Fund to fully participate in the bond market rally during the first
quarter of 1995, it has positioned the Fund for more consistent returns even in
fluctuating market conditions.

The Fund will maintain its cautious position until a definite lasting trend
toward lower rates is foreseen. Management remains guarded as to whether the
current slowdown in the economy will continue and alert to the possibility of
inflation moving slightly higher. Given this outlook, we anticipate a rise in
interest rates by the end of 1995. Our concentration in short-term Treasury
issues will take advantage of higher available yields and allow us to be
responsive to changing economic conditions.

<PAGE>

UTILITY FUND
MANAGEMENT DISCUSSION AND ANALYSIS
The Utility Fund seeks a high level of current income by investing primarily in
securities of public utilities. Capital appreciation is a secondary objective.
The Fund's total returns for the fiscal year ended March 31, 1995 (excluding the
impact of the maximum 4% front-end sales load on Class A shares) were 3.68% and
3.00% for Class A shares and Class C shares, respectively.

The fiscal year started out on a lackluster note for the utility market as
evidenced by the .4% return for the Standard & Poor's (S&P) Utility Index during
the nine month period from April 1, 1994 through December 31, 1994. This flat
performance was in response to the Federal Reserve Board's continued tightening
of interest rates. From January 1, 1995 through March 31, 1995, however, an
increase of 6.9% occurred in the utility market as interest rates began to move
lower based on indications of a slowing economy. For the fiscal year ended March
31, 1995, the S&P Utility Index gained 7.3%.

As indicated above, the Fund's total return for Class A shares was 3.68% as
compared to 7.30% for the S&P Utility Index during the fiscal year. This placed
the Fund twenty-first out of 74 utility funds as ranked by Lipper Analytical
Services. The Fund's good performance relative to its peers can be attributed to
the 50% cash position held by the Fund throughout most of 1994 during a period
of rising interest rates. By the fourth quarter of 1994, management believed
that buying opportunities existed as utility stock prices were down
significantly and, more importantly, earnings and dividend growth were showing
signs of improvement. As a result, the Fund starting purchasing utility issues
in both the electric and telecommunications sectors. At March 31, 1995, the Fund
was 81% invested in utility issues with the remainder invested in short-term
Treasury issues and cash equivalents.

Management continues to believe that the prospects are good for the utility
market. The period of low inflation and moderate growth that the economy is
currently experiencing should benefit utility stocks. The Fund will further
invest its cash position as opportunities are identified.

<PAGE>

EQUITY FUND
MANAGEMENT DISCUSSION AND ANALYSIS
The Equity Fund seeks long-term capital appreciation by investing primarily in
common stocks of companies that offer growth potential. The Fund's total returns
for the fiscal year ended March 31, 1995 (excluding the impact of the maximum 4%
front-end sales load on Class A shares) were 8.07% and 7.32% for Class A shares
and Class C shares, respectively.

While calendar year 1994 will not be remembered as a very positive one for the
equity market, most of the poor performance actually came during the first
quarter of the year. Strong economic growth during the second half of 1994,
combined with strong corporate earnings, enabled the Standard & Poor's (S&P) 500
Index to post a positive return of 5.3% for the nine months ended December 31,
1994. Continued reports of strong corporate earnings, along with a decline in
interest rates on signs of controlled economic growth, further helped the S&P
500 Index to post a first quarter 1995 increase of 9.7%. This represented its
best quarterly performance since the first quarter of 1991. For the fiscal year
ended March 31, 1995, the S&P 500 Index gained 15.56%.

The equity market has risen sharply in anticipation of a soft landing by the
economy following the Federal Reserve Board's 1994 interest rate increases. Much
of the rise has centered around growth stocks of established companies with
large market capitalization. Throughout the fiscal year, the Fund increased its
exposure to such large-cap growth stocks and reduced its orientation toward
mid-cap growth stocks whose returns in 1994 lagged those of the S&P 500 Index.
In addition, the Fund's cash position during most of 1994 exceeded 25% as
management opted for caution given the volatile equity markets.

For the remainder of 1995, corporate earnings will have difficulty matching the
strong first quarter performance which could put downward pressure on stock
prices. In addition, the weak U.S. dollar internationally is a cause of concern
given its potential impact on higher interest rates and inflation. In response
to such concerns, management has decided to maintain a cash position of
approximately 20% in the Fund. As our outlook improves, more cash will be
committed to common stocks of companies with prospects for long-term growth that
are attractively priced.

<PAGE>

U.S. GOVERNMENT SECURITIES FUND
MANAGEMENT DISCUSSION AND ANALYSIS
The U.S. Government Securities Fund seeks high current income, consistent with
the protection of capital, by investing primarily in mortgage-backed securities
which are issued or guaranteed as to principal and interest by the U.S.
Government, its agencies or instrumentalities. For the fiscal year ended March
31, 1995, the Fund's total return (excluding the impact of the maximum 2%
front-end sales load) was .06%, as compared to 6.01% for the Lehman Brothers
Mortgage-Backed Securities Index.

A rapidly improving economy during the last three quarters of 1994 prompted a
string of monetary policy changes by the Federal Reserve Board. During 1994, the
widely followed discount and Federal Funds rates were increased four and five
times, respectively, as the Federal Reserve attempted to slow the pace of
economic growth and prevent the inflation rate from rising. This active
intervention by the Federal Reserve caused interest rates to rise sharply and
rapidly and raised speculation concerning the ultimate length and magnitude of
rate hikes needed to control economic growth. With the economy beginning to
moderate in early 1995, the fixed income markets received some much needed
relief as speculation shifted to whether the Federal Reserve would end this
round of tightening and possibly even ease rates.

The Fund initiated several changes to its investment strategy in response to the
onset of higher rates and the sharp decline in bond prices. All collateralized
mortgage obligations (CMOs) were sold with the proceeds moved into less volatile
pass-through mortgage-backed securities. This strategy, undertaken during the
third quarter of 1994, worked well as the CMO issues came under heavy selling
pressure later in the year. However, the interest rate increases already had a
substantial negative impact on the Fund's performance as their frequency and
magnitude were not fully anticipated and, as a result, the Fund's average
maturity was not initially adjusted.

Within the mortgage sector of the market, prepayments shrank considerably during
the course of the year. After falling dramatically during the first three
quarters of 1994, prepayments stabilized and have remained in a relatively tight
range into 1995. With mortgage holders having less incentive to refinance or
payoff existing loans in a rising rate environment, the average life of
mortgage-backed securities was extended and their valuations reduced.

A core position of mortgage-backed securities and U.S. Government and agency
bonds is now maintained by the Fund to allow for more steady returns. In
addition, management continually analyzes the remainder of the portfolio and
selects bonds with coupon rates and weighted average lives suitable for
anticipated market conditions. Management is confident that this more proactive
style has contributed to the improved performance of the Fund over the last six
months in relation to its peers and should provide shareholders with more stable
returns in the future.

STATEMENTS OF ASSETS AND LIABILITIES
March 31, 1995

TREASURY
TOTAL
RETURN UTILITY EQUITY
FUND FUND FUND
--------------- --------------- ---------------
<S> <C> <C> <C>
ASSETS
Investments in securities:
At acquisition cost.................................... $ 24,531,613 $ 40,572,723 $ 4,586,511
=============== =============== ===============
At amortized cost...................................... $ 24,824,306 $ 40,549,992 $ 4,586,511
=============== =============== ===============
At value (Note 1)...................................... $ 24,841,049 $ 40,314,275 $ 4,848,113
Investments in repurchase agreements (Note 1)............. 1,586,000 3,373,000 1,196,000
Cash ..................................................... 597 890 335
Receivable for securities sold............................ -- -- 259,127
Receivable for Fund shares sold .......................... 1,148 79,064 1,281
Dividends and interest receivable......................... 37,550 265,230 7,014
Other assets ............................................. 2,973 4,265 859
--------------- --------------- ---------------
TOTAL ASSETS........................................... 26,469,317 44,036,724 6,312,729
--------------- --------------- ---------------

LIABILITIES
Payable for Fund shares redeemed.......................... 468,246 297,337 4,713
Dividends payable......................................... 5,578 73,619 1,331
Payable to affiliates (Note 3) ........................... 11,792 40,019 7,623
Other accrued expenses and liabilities ................... 9,943 13,975 3,893
--------------- --------------- ---------------
TOTAL LIABILITIES...................................... 495,559 424,950 17,560
--------------- --------------- ---------------
NET ASSETS .............................................. $ 25,973,758 $ 43,611,774 $ 6,295,169
--------------- --------------- ---------------
Net assets consist of:
Capital shares ........................................... $ 28,047,962 $ 44,216,465 $ 6,592,218
Accumulated net realized losses from security transactions (2,090,947) (368,974) (558,651)
Net unrealized appreciation (depreciation) on investments 16,743 (235,717) 261,602
--------------- --------------- ---------------
Net assets ............................................... $ 25,973,758 $ 43,611,774 $ 6,295,169
=============== =============== ===============

PRICING OF CLASS A SHARES
Net assets applicable to Class A shares .................. $ 25,973,758 $ 40,012,482 $ 4,299,860
=============== =============== ===============
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 4)........... 3,105,434 3,821,010 436,763
=============== =============== ===============
Net asset value and redemption price per share (Note 1)... $ 8.36 $ 10.47 $ 9.84
=============== =============== ===============
Maximum offering price per share (Note 1)................. $ 8.71 $ 10.91 $ 10.25
=============== =============== ===============
PRICING OF CLASS C SHARES
Net assets applicable to Class C shares .................. $ -- $ 3,599,292 $ 1,995,309
=============== =============== ===============
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 4)........... -- 344,067 202,399
=============== =============== ===============
Net asset value and redemption price per share (Note 1)... $ -- $ 10.46 $ 9.86
=============== =============== ===============

Maximum offering price per share (Note 1)................. $ -- $ 10.46 $ 9.86
=============== =============== ===============

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES
March 31, 1995
U.S.
GOVERNMENT
SECURITIES
FUND
---------------
<S> <C>
ASSETS
Investments in securities:
At acquisition cost...................................................................... $ 23,371,151
===============
At amortized cost........................................................................ $ 23,393,246
===============
At value (Note 1)........................................................................ $ 23,799,490
Investments in repurchase agreements (Note 1)............................................... 2,395,000
Cash ....................................................................................... 214
Receivable for Fund shares sold............................................................. 1,720
Interest receivable......................................................................... 321,318
Other assets................................................................................ 3,615
---------------
TOTAL ASSETS............................................................................. 26,521,357
---------------
LIABILITIES
Payable for Fund shares redeemed............................................................ 270,655
Dividends payable........................................................................... 35,773
Payable to affiliates (Note 3).............................................................. 27,558
Other accrued expenses and liabilities...................................................... 12,896
---------------
TOTAL LIABILITIES........................................................................ 346,882
---------------
NET ASSETS ................................................................................. $ 26,174,475
===============
Net assets consist of:
Capital shares.............................................................................. $ 30,978,196
Accumulated net realized losses from security transactions................................... (5,209,965)
Net unrealized appreciation on investments.................................................. 406,244
---------------
Net assets.................................................................................. $ 26,174,475
===============
Shares of beneficial interest outstanding (unlimited number
of shares authorized, no par value) (Note 4)............................................. 2,837,768
---------------
Net asset value and redemption price per share (Note 1)..................................... $ 9.22
===============
Maximum offering price per share (Note 1)................................................... $ 9.41
===============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

STATEMENTS OF OPERATIONS
For the Year Ended March 31, 1995

TREASURY
TOTAL
RETURN UTILITY EQUITY
FUND FUND FUND
--------------- --------------- ---------------
<S> <C> <C> <C>
INVESTMENT INCOME
Interest .............................................. $ 1,756,899 $ 819,257 $ 88,668
Dividends ............................................. -- 1,491,702 130,316
--------------- --------------- ---------------
TOTAL INVESTMENT INCOME ............................. 1,756,899 2,310,959 218,984
--------------- --------------- ---------------
EXPENSES
Investment advisory fees (Note 3) ..................... 208,921 325,780 59,758
Accounting services fees (Note 3) ..................... 40,500 54,000 54,000
Transfer agent fees, Class A (Note 3).................. 50,627 45,014 12,000
Transfer agent fees, Class C (Note 3).................. 2,000 12,000 12,000
Distribution expenses, Class A (Note 3) ............... 3,817 37,148 561
Distribution expenses, Class C (Note 3) ............... -- 9,766 15,457
Postage and supplies................................... 26,905 19,496 4,142
Professional fees ..................................... 13,179 17,650 8,651
Registration fees, Common ............................. 10,550 6,714 7,358
Registration fees, Class A ............................ 1,350 3,720 1,630
Registration fees, Class C ............................ 345 2,980 2,532
Custodian fees ........................................ 6,469 8,333 7,096
Trustees' fees and expenses ........................... 4,439 4,439 4,439
Insurance expense ..................................... 4,485 5,966 1,042
Reports to shareholders ............................... 4,661 5,811 1,033
Other expenses ........................................ 2,772 3,491 723
--------------- --------------- ---------------
TOTAL EXPENSES ...................................... 381,020 562,308 192,422
Fees waived by the Adviser (Note 3).................... (32,713) -- (46,905)
Class C expenses reimbursed by the Adviser (Note 3).... -- -- (14,964)
--------------- --------------- ---------------
NET EXPENSES ........................................ 348,307 562,308 130,553
--------------- --------------- ---------------
NET INVESTMENT INCOME .................................... 1,408,592 1,748,651 88,431
--------------- --------------- ---------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions ........ (1,660,245) (330,519) (558,651)
Net change in unrealized appreciation/
depreciation on investments ......................... (348,543) 91,379 983,919
--------------- --------------- ---------------
NET REALIZED AND UNREALIZED GAINS
(LOSSES) ON INVESTMENTS ............................... (2,008,788) (239,140) 425,268
--------------- --------------- ---------------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS ...................................... $ (600,196) $ 1,509,511 $ 513,699
=============== =============== ===============

<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

STATEMENT OF OPERATIONS
For the Year Ended March 31, 1995
U.S.
GOVERNMENT
SECURITIES
FUND
---------------
<S> <C>
INVESTMENT INCOME
Interest................................................................................. $ 2,600,539
---------------
EXPENSES
Investment advisory fees (Note 3)........................................................ 261,660
Accounting services fees (Note 3)........................................................ 42,000
Transfer agent fees (Note 3)............................................................. 28,889
Distribution expenses (Note 3)........................................................... 17,271
Postage and supplies..................................................................... 14,756
Professional fees........................................................................ 14,179
Custodian fees........................................................................... 12,013
Registration fees........................................................................ 10,892
Insurance expense........................................................................ 4,790
Trustees' fees and expenses.............................................................. 4,439
Reports to shareholders.................................................................. 2,823
Other expenses........................................................................... 4,919
---------------
TOTAL EXPENSES......................................................................... 418,631
---------------
NET INVESTMENT INCOME ...................................................................... 2,181,908
---------------
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS
Net realized losses from security transactions........................................... (5,097,610)
Net change in unrealized appreciation/depreciation on investments........................ 2,526,800
---------------
NET REALIZED AND UNREALIZED LOSSES ON INVESTMENTS .......................................... (2,570,810)
---------------
NET DECREASE IN NET ASSETS FROM OPERATIONS ................................................. $ (388,902)
===============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
For the Periods Ended March 31, 1995 and 1994

TREASURY TOTAL UTILITY EQUITY
RETURN FUND FUND FUND

----------------------------------------------------------------------------------------
Year Ended Year Ended Year Ended Year Ended Year Ended
Period Ended
March 31, March 31, March 31, March 31, March 31,
March 31,
1995 1994 1995 1994 1995
1994(A)
----------- ----------- ----------- ----------- -----------
-----------
<S> <C> <C> <C> <C> <C> <C>
FROM OPERATIONS:
Net investment income................ $ 1,408,592 $ 1,508,886 $ 1,748,651 $ 1,492,108 $ 88,431 $
42,252
Net realized gains (losses)
from security transactions.......... (1,660,245) 919,655 (330,519) 881,532 (558,651)
401,626
Net change in unrealized appreciation/
depreciation on investments......... (348,543) (2,172,229) 91,379 (3,297,449) 983,919
(722,317)
----------- ----------- ----------- ----------- -----------
-----------
Net increase (decrease) in
net assets from operations........... (600,196) 256,312 1,509,511 (923,809) 513,699
(278,439)
----------- ----------- ----------- ----------- -----------
-----------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income, Class A (1,408,066) (1,508,296) (1,651,628) (1,465,351) (64,588)
(23,218)
From net investment income, Class C (526) (673) (97,023) (26,757) (25,618)
(17,259)
From net realized gains from security
transactions, Class A.............. -- (1,349,109) -- (888,957) --
(145,904)
From net realized gains from security
transactions, Class C.............. -- (1,248) -- (31,030) --
(255,722)
----------- ----------- ----------- ----------- -----------
-----------
Decrease in net assets from distributions
to shareholders..................... (1,408,592) (2,859,326) (1,748,651) (2,412,095) (90,206)
(442,103)
----------- ----------- ----------- ----------- -----------
-----------
FROM FUND SHARE TRANSACTIONS (Note 4):
CLASS A
Proceeds from shares sold........... 3,943,008 2,723,748 8,624,377 11,948,165 1,844,954
4,583,940
Net asset value of shares issued in
reinvestment of distributions
to shareholders .................. 1,233,914 2,494,394 1,451,000 2,129,458 61,635
162,564
Payments for shares redeemed........ (9,385,378) (13,859,178) (10,224,952) (12,579,196) (1,218,368)
(1,133,107)
----------- ----------- ----------- ----------- -----------
-----------
Increase (decrease) in net assets from
Class A share transactions.......... (4,208,456) (8,641,036) (149,575) 1,498,427 688,221
3,613,397
----------- ----------- ----------- ----------- -----------
-----------
CLASS C
Proceeds from shares sold........... 12,267 88,187 2,807,607 2,287,703 341,886
10,717,195
Net asset value of shares issued in
reinvestment of distributions
to shareholders .................. 443 1,823 91,538 56,979 24,412
247,662
Payments for shares redeemed........ (94,938) (127) (1,012,792) (444,238) (4,386,211)
(4,654,344)
----------- ----------- ----------- ----------- -----------
-----------
Increase (decrease) in net assets from
Class C share transactions.......... (82,228) 89,883 1,886,353 1,900,444 (4,019,913)
6,310,513
----------- ----------- ----------- ----------- -----------
-----------
Net increase (decrease) from fund
share transactions.................. (4,290,684) (8,551,153) 1,736,778 3,398,871 (3,331,692)
9,923,910
----------- ----------- ----------- ----------- -----------
-----------
TOTAL INCREASE (DECREASE)
IN NET ASSETS....................... (6,299,472) (11,154,167) 1,497,638 62,967 (2,908,199)
9,203,368

NET ASSETS:
Beginning of period................. 32,273,230 43,427,397 42,114,136 42,051,169 9,203,368
--
----------- ----------- ----------- ----------- -----------
-----------
End of period....................... $25,973,758 $32,273,230 $43,611,774 $42,114,136 $ 6,295,169 $
9,203,368
=========== =========== =========== =========== ===========
===========
ACCUMULATED UNDISTRIBUTED NET
INVESTMENT INCOME................... $ -- $ -- $ -- $ -- $ -- $
1,775
=========== =========== =========== =========== ===========
===========

<FN>
(A) Represents the period from the start of business (May 10, 1993) through
March 31, 1994.
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended March 31, 1995 and 1994

U.S. GOVERNMENT
SECURITIES FUND
----------------------------------
Year Year
Ended Ended
March 31, 1995 March 31, 1994
-------------- --------------
<S> <C> <C>
FROM OPERATIONS:
Net investment income.................................................. $ 2,181,908 $ 2,202,813
Net realized gains (losses) from security transactions................. (5,097,610) 137,670
Net change in unrealized appreciation/
depreciation on investments.......................................... 2,526,800 (2,436,458)
-------------- --------------
Net decrease in net assets from operations................................ (388,902) (95,975)
-------------- --------------
DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income............................................. (2,181,908) (2,202,813)
From net realized gains from security transactions..................... (128,416) (90,537)
-------------- --------------
Decrease in net assets from distributions to shareholders................. (2,310,324) (2,293,350)
-------------- --------------
FROM FUND SHARE TRANSACTIONS (Note 4):
Proceeds from shares sold.............................................. 4,299,872 19,283,804
Net asset value of shares issued in reinvestment
of distributions to shareholders..................................... 1,876,091 1,871,826
Payments for shares redeemed........................................... (17,781,225) (9,920,434)
-------------- --------------
Increase (decrease) in net assets from Fund
share transactions..................................................... (11,605,262) 11,235,196
-------------- --------------
TOTAL INCREASE (DECREASE) IN NET ASSETS .................................. (14,304,488) 8,845,871

NET ASSETS:
Beginning of year...................................................... 40,478,963 31,633,092
--------------- --------------
End of year............................................................ $ 26,174,475 $ 40,478,963
============== ==============
ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME .......................... $ -- $ --
============== ==============
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

TREASURY TOTAL RETURN FUND - CLASS A
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year

Year Ended March 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 8.95 $ 9.70 $ 9.10 $ 9.00 $ 8.78
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income........................ 0.43 0.37 0.55 0.60 0.61
Net realized and unrealized gains (losses)
on investments............................. (0.59) (0.39) 0.87 0.17 0.22
---------- ---------- ---------- ---------- ----------
Total from investment operations................ (0.16) (0.02) 1.42 0.77 0.83
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income(A) .... (0.43) (0.37) (0.55) (0.60) (0.61)
Distributions from net realized gains(A) .... -- (0.36) (0.27) (0.07) --
---------- ---------- ---------- ---------- ----------
Total distributions............................. (0.43) (0.73) (0.82) (0.67) (0.61)
---------- ---------- ---------- ---------- ----------

Net asset value at end of year.................. $ 8.36 $ 8.95 $ 9.70 $ 9.10 $ 9.00
========== ========== ========== ========== ==========
Total return(B) ................................ (1.75%) (0.54%) 16.21% 8.98% 9.95%
========== ========== ========== ========== ==========

Net assets at end of year (000's)............... $25,974 $ 32,190 $ 43,427 $ 49,071 $ 65,326
---------- ---------- ---------- ---------- ----------
Ratio of expenses to average net assets......... 1.25%(C) 1.25% 1.25% 1.25% 1.21%
Ratio of net investment income to average
net assets ................................... 5.06%(C) 3.84% 5.82% 6.58% 6.96%

Portfolio turnover rate......................... 63% 526% 161% 130% 198%

<FN>
(A)For the years ended prior to March 31, 1993, the per share data was
calculated using average shares outstanding throughout each year, whereas for
the years ended March 31, 1995, 1994 and 1993, the per share data was
calculated based upon actual distributions. Actual distributions per share
based upon the actual number of shares outstanding on the ex-dividend dates of
distributions amounted to $.61 and $.62 from net investment income for the
years ended March 31, 1992 and 1991, respectively, and $.08 from net realized
gains for the year ended March 31, 1992.
(B)The total returns shown do not include the effect of applicable sales loads.
(C)During the year ended March 31, 1995, the Adviser absorbed expenses of the
Fund through waiver of a portion of the investment advisory fee. If the
Adviser had not waived any fees, the ratios of expenses to average net assets
and net investment income to average net assets would have been 1.37% and
4.94%, respectively (Note 3).

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

TREASURY TOTAL RETURN FUND - CLASS C
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
From Public Offering
April 1, 1994 (Aug. 16, 1993)
Through Through
June 8, 1994(A) March 31, 1994
--------------- --------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 8.95 $ 10.06
--------------- --------------

Income from investment operations:
Net investment income.................................................. 0.06 0.19
Net realized and unrealized losses on investments...................... (0.16) (0.75)
--------------- ---------------

Total from investment operations.......................................... (0.10) (0.56)
--------------- ---------------

Less distributions:
Dividends from net investment income................................... (0.06) (0.19)
Distributions from net realized gains.................................. -- (0.36)
--------------- ---------------
Total distributions....................................................... (0.06) (0.55)
--------------- ---------------

Net asset value at end of period ......................................... $ 8.79 $ 8.95
=============== ===============

Total return(B) .......................................................... (5.71%)(D) (9.50%)(D)
=============== ===============

Net assets at end of period (000's)....................................... $ -- $ 84

Ratios net of expenses reimbursed by the Adviser(C):
Ratio of expenses to average net assets................................ 2.01%(D) 1.90%(D)
Ratio of net investment income to average net assets................... 3.80%(D) 2.27%(D)

Ratios assuming no reimbursement of expenses by the Adviser:
Ratio of expenses to average net assets................................ 17.92%(D) 21.16%(D)
Ratio of net investment income to average net assets................... (12.11%)(D) (16.99%)(D)

Portfolio turnover rate................................................... 94%(D) 526%(D)

<FN>
(A)On June 8, 1994, the Fund terminated the public offering of Class C shares
(Note 1).

(B)The total returns shown do not include the effect of applicable sales loads.

(C)The Adviser has periodically absorbed expenses of the Fund through waiver of
the investment advisory fee and reimbursement of other operating expenses
(Note 3).

(D)Annualized.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

UTILITY FUND - CLASS A
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year

Year Ended March 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 10.52 $ 11.34 $ 10.58 $ 10.01 $ 9.75
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income........................ 0.43 0.37 0.48 0.51 0.61
Net realized and unrealized gains (losses)
on investments............................. (0.05) (0.59) 1.62 0.75 0.30
---------- ---------- ---------- ---------- ----------
Total from investment operations................ 0.38 (0.22) 2.10 1.26 0.91
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income (A) .... (0.43) (0.37) (0.48) (0.51) (0.61)
Distributions from net realized gains(A) .... -- (0.23) (0.86) (0.18) (0.04)
---------- ---------- ---------- ---------- ----------
Total distributions............................. (0.43) (0.60) (1.34) (0.69) (0.65)
---------- ---------- ---------- ---------- ----------

Net asset value at end of year.................. $ 10.47 $ 10.52 $ 11.34 $ 10.58 $ 10.01
========== ========== ========== ========== ==========

Total return(B) ................................ 3.68% (2.11%) 20.64% 11.84% 9.23%
========== ========== ========== ========== ==========

Net assets at end of year (000's)............... $40,012 $ 40,373 $ 42,051 $ 29,398 $ 11,214
========== ========== ========== ========== ==========

Ratio of expenses to average net assets......... 1.25% 1.25% 1.40% 1.63% 1.80%(C)
Ratio of net investment income to average
net assets ................................... 4.06% 3.32% 4.41% 4.83% 6.25%(C)

Portfolio turnover rate......................... 17% 91% 137% 33% 61%

<FN>
(A)For the years ended prior to March 31, 1993, the per share data was
calculated using average shares outstanding throughout each year, whereas for
the years ended March 31, 1995, 1994 and 1993, the per share data was
calculated based upon actual distributions. Actual distributions per share
based upon the actual number of shares outstanding on the ex-dividend dates of
distributions amounted to $.48 and $.57 from net investment income for the
years ended March 31, 1992 and 1991, respectively, and $.13 and $.03 from net
realized capital gains for the years ended March 31, 1992 and 1991,
respectively.
(B)The total returns shown do not include the effect of applicable sales loads.
(C)During the year ended March 31, 1991, the Adviser absorbed expenses of the
Fund through waiver of a portion of the investment advisory fee. If the
Adviser had not waived any fees, the ratios of expenses to average net assets
and net investment income to average net assets would have been 1.91% and
6.14%, respectively.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

UTILITY FUND - CLASS C
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
Public Offering
Year (Aug. 2, 1993)
Ended Through
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 10.51 $ 11.55
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.35 0.23
Net realized and unrealized losses on investments...................... (0.04) (0.81)
--------------- ---------------
Total from investment operations.......................................... 0.31 (0.58)
--------------- ---------------
Less distributions:
Dividends from net investment income................................... (0.36) (0.23)
Distributions from net realized gains.................................. -- (0.23)
--------------- ---------------
Total distributions....................................................... (0.36) (0.46)
--------------- ---------------
Net asset value at end of period.......................................... $ 10.46 $ 10.51
=============== ===============
Total return(A) .......................................................... 3.00% (7.89%)(B)
=============== ===============
Net assets at end of period (000's)....................................... $ 3,599 $ 1,742
=============== ===============
Ratio of expenses to average net assets .................................. 2.00% 2.00%(B)
Ratio of net investment income to average net assets ..................... 3.41% 2.19%(B)

Portfolio turnover rate................................................... 17% 91%(B)

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.
(B)Annualized.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

EQUITY FUND - CLASS A
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
Public Offering
Year (Aug. 2, 1993)
Ended Through
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 9.26 $ 10.02
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.15 0.08
Net realized and unrealized gains (losses) on investments.............. 0.59 (0.34)
--------------- ---------------
Total from investment operations.......................................... 0.74 (0.26)
--------------- ---------------
Less distributions:
Dividends from net investment income................................... (0.16) (0.08)
Distributions from net realized gains.................................. -- (0.42)
--------------- ---------------
Total distributions....................................................... (0.16) (0.50)
--------------- ---------------
Net asset value at end of period.......................................... $ 9.84 $ 9.26
=============== ===============

Total return(A) .......................................................... 8.07% (3.98%)(C)
=============== ===============

Net assets at end of period (000's)....................................... $ 4,300 $ 3,346
=============== ===============

Portfolio turnover rate................................................... 159% 109%(C)

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

EQUITY FUND - CLASS C
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Period
From Date of
Public Offering
Year (June 7, 1993)
Ended Through
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Net asset value at beginning of period.................................... $ 9.26 $ 10.00
--------------- ---------------
Income from investment operations:
Net investment income.................................................. 0.10 0.03
Net realized and unrealized gains (losses) on investments.............. 0.57 (0.32)
--------------- ---------------
Total from investment operations.......................................... 0.67 (0.29)
--------------- ---------------
Less distributions:
Dividends from net investment income................................... (0.07) (0.03)
Distributions from net realized gains.................................. -- (0.42)
--------------- ---------------
Total distributions....................................................... (0.07) (0.45)
--------------- ---------------

Net asset value at end of period.......................................... $ 9.86 $ 9.26
=============== ===============

Total return(A) .......................................................... 7.32% (3.58%)(C)
=============== ===============

Net assets at end of period (000's)....................................... $ 1,995 $ 5,857
=============== ===============
Ratios net of fees waived and expenses reimbursed by the Adviser(B):
Ratio of expenses to average net assets................................ 2.00% 1.94%(C)
Ratio of net investment income to average net assets .................. 0.68% 0.58%(C)

Portfolio turnover rate................................................... 159% 109%(C)

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

U.S. GOVERNMENT SECURITIES FUND
FINANCIAL HIGHLIGHTS
Per Share Data for a Share Outstanding Throughout Each Year

Year Ended March 31,
------------------------------------------------------------
1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Net asset value at beginning of year............ $ 9.85 $ 10.47 $ 10.18 $ 10.04 $ 9.78
---------- ---------- ---------- ---------- ----------
Income from investment operations:
Net investment income........................ 0.58 0.64 0.69 0.79 0.81
Net realized and unrealized
gains (losses) on investments.............. (0.59) (0.59) 0.47 0.14 0.26
---------- ---------- ---------- ---------- ----------
Total from investment operations................ (0.01) 0.05 1.16 0.93 1.07
---------- ---------- ---------- ---------- ----------
Less distributions:
Dividends from net investment income......... (0.58) (0.64) (0.69) (0.79) (0.81)
Distributions from net realized gains........ (0.04) (0.03) (0.18) -- --
---------- ---------- ---------- ---------- ----------
Total distributions............................. (0.62) (0.67) (0.87) (0.79) (0.81)
---------- ---------- ---------- ---------- ----------

Net asset value at end of year.................. $ 9.22 $ 9.85 $ 10.47 $ 10.18 $ 10.04
========== ========== ========== ========== ==========

Total return(A) ................................ 0.06% 0.30% 11.71% 9.46% 11.37%
========== ========== ========== ========== ==========

Net assets at end of year (000's) .............. $26,174 $ 40,479 $ 31,633 $ 40,253 $ 43,753
========== ========== ========== ========== ==========

Ratio of expenses to average net assets......... 1.20% 1.20% 1.20% 1.19% 1.30%
Ratio of net investment income
to average net assets........................ 6.26% 6.14% 6.61% 7.73% 8.19%
Portfolio turnover rate......................... 205% 246% 188% 55% 53%

<FN>
(A)The total returns shown do not include the effect of applicable sales loads.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS
March 31, 1995
1. Significant Accounting Policies

The Treasury Total Return Fund, the Utility Fund, the Equity Fund and the U.S.
Government Securities Fund (collectively, the Funds) are each a series of shares
of Midwest Strategic Trust (the Trust). The Trust is registered under the
Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. The Trust was established as a Massachusetts
business trust under a Declaration of Trust dated November 18, 1982. The
Declaration of Trust, as amended, permits the Trustees to issue an unlimited
number of shares of each Fund.

The Utility Fund and the Equity Fund each offer two classes of shares: Class A
shares (sold subject to a maximum 4% front-end sales load and a distribution fee
of up to .25% of average daily net assets) 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 those related to 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 rights with respect to matters relating to its
own distribution arrangements.

Prior to June 8, 1994, the Treasury Total Return Fund also offered two classes
of shares. However, all Class C shares of the Fund have been redeemed and are no
longer offered for sale. There are no Class C shares outstanding.

The following is a summary of the Funds' significant accounting policies:

Security valuation -- The Funds' portfolio securities are valued as of the close
of business of the regular session of the New York Stock Exchange (currently
4:00 p.m., Eastern time). U.S. Government obligations and mortgage-backed
securities are generally valued at their most recent bid price as obtained from
one or more of the major market makers for such securities or are valued based
on estimates of market values obtained from yield data relating to instruments
or securities with similar characteristics. Portfolio securities listed on stock
exchanges and securities traded in the over-the-counter market are valued at the
last sales price as of the close of business on the day the securities are being
valued. Securities not traded on a particular day, or for which the last sale
price is not readily available, are valued at the closing bid price quoted by
brokers that make markets in the securities. On limited occasions, if in the
Adviser's opinion, the valuation provided by a pricing service ignores certain
market conditions affecting the value of a security, or if the pricing service
cannot provide a valuation, the Adviser will use (consistent with procedures
established by the Board of Trustees) such other valuation as it considers to
represent fair value.

Repurchase agreements -- Repurchase agreements, which are collateralized by U.S.
Government obligations, are valued at cost which, together with accrued
interest, approximates market. Collateral for repurchase agreements is held in
safekeeping in the customer-only account of the Funds' custodian, at the Federal
Reserve Bank of Cleveland. At the time a Fund enters into a repurchase
agreement, the seller agrees that the value of the underlying securities,
including accrued interest, will at all times be equal to or exceed the value of
the repurchase agreement. In addition, each Fund actively monitors and seeks
additional collateral, as needed. In the event of a bankruptcy or other default
of the seller of a repurchase agreement, a Fund could experience both delays in
liquidating the underlying security and losses. These losses would equal the
cost of the repurchase agreement and accrued interest, net of any proceeds
received in liquidation of the underlying securities. To minimize the
possibility of loss, each Fund enters into repurchase agreements only with
institutions deemed to be creditworthy by the Adviser, including banks having
assets in excess of $10 billion and primary U.S. Government securities dealers.
Refer to each Fund's Portfolio of Investments for the face amount of repurchase
agreements and accrued interest as of March 31, 1995.

Share valuation -- The net asset value of the Treasury Total Return Fund and the
U.S. Government Securities Fund is calculated daily by dividing the total value
of each Fund's assets, less liabilities, by the number of shares outstanding.
The maximum offering price per share of the Treasury Total Return Fund is equal
to net asset value per share plus a sales load equal to 4.17% of net asset value
(or 4% of the offering price). The maximum offering price per share of the U.S.
Government Securities Fund is equal to net asset value per share plus a sales
load equal to 2.04% of net asset value (or 2% of the offering price). The
redemption price per share of each Fund is equal to the net asset value per
share.

The net asset value of Class A shares and Class C shares of each of the Utility
Fund and the Equity Fund is calculated daily for each class by dividing the
total value of the 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 each Fund is equal to net asset
value per share plus a sales load equal to 4.17% of net asset value (or 4% of
the offering price). The offering price of Class C shares of each Fund is equal
to net asset value per share.

The redemption price per share of Class A shares and Class C shares of each of
the Utility Fund and the Equity Fund is equal to the net asset value per share.
Effective February 1, 1995, Class C shares of the Utility Fund and the Equity
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 -- Interest income is accrued as earned. Dividend income is
recorded on the ex-dividend date.

Distributions to shareholders -- Dividends from net investment income are
declared and paid quarterly to shareholders of the Utility Fund and the Equity
Fund. Dividends from net investment income are declared daily and paid on the
last business day of each month to shareholders of the Treasury Total Return
Fund and the U.S. Government Securities Fund. With respect to each Fund, 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.

Allocations between classes -- Investment income earned by the Utility Fund and
the Equity Fund is allocated daily to each class of shares based upon its
proportionate share of total net assets of the Fund. Realized capital gains and
losses and unrealized appreciation and depreciation are 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. Common 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.

Security transactions -- Security transactions are accounted for on the trade
date. Securities sold are valued on a specific identification basis.

Securities traded on a to-be-announced basis -- The U.S. Government Securities
Fund frequently trades portfolio securities on a "to-be-announced" (TBA) basis.
In a TBA transaction, the Fund has committed to purchase securities for which
all specific information is not yet known at the time of the trade, particularly
the face amount in mortgage-backed securities transactions. Securities purchased
on a TBA basis are not settled until they are delivered to the Fund, normally 15
to 45 days later. These transactions are subject to market fluctuations and
their current value is determined in the same manner as for other portfolio
securities. When effecting such transactions, assets of a dollar amount
sufficient to make payment for the portfolio securities to be purchased are
placed in a segregated account on the trade date.

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 (but not the
shareholders) will be relieved of federal income tax on the income distributed.
Accordingly, no provision for income taxes is made.

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 ending October 31 of the calendar year) plus undistributed amounts
from prior years.

The following information is based upon the federal income tax cost of portfolio
investments (excluding repurchase agreements) as of March 31, 1995:

<TABLE>
Treasury Total U.S. Govt.
Return Utility Equity Securities
Fund Fund Fund Fund
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Gross unrealized appreciation................... $ 20,617 $ 998,992 $ 333,773 $ 406,244 Gross
unrealized
depreciation.................................... (3,874) (1,234,709) (72,171) --
------------ ------------- ------------- ------------
Net unrealized appreciation (depreciation)...... $ 16,743 $ (235,717) $ 261,602 $ 406,244
============ ============= ============= ============
Federal income tax cost......................... $ 24,824,306 $ 40,549,992 $ 4,586,511 $ 23,393,246
============ ============= ============= ============
</TABLE>

As of March 31, 1995, the Treasury Total Return Fund, the Utility Fund, the
Equity Fund and the U.S. Government Securities Fund, had capital loss
carryforwards for federal income tax purposes of $2,090,947, $368,974, $558,651
and $5,209,965, respectively, none of which expire until at least March 31,
2002. These capital loss carryforwards may be utilized in future years to offset
net realized capital gains prior to distributing such gains to shareholders.
<PAGE>

2. Investment Transactions

Investment transactions (excluding short-term investments) were as follows for
the year ended March 31, 1995:

<TABLE>
Treasury Total U.S. Govt.
Return Utility Equity Securities
Fund Fund Fund Fund
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Purchases of investment securities............. $ 8,931,250 $ 15,738,673 $ 9,371,993 $ 63,990,978
============ ============= ============= ============
Proceeds from sales and maturities
of investment securities .................... $ 28,020,469 $ 5,907,338 $ 10,948,111 $ 81,533,680
============ ============= ============= ============
</TABLE>

3. Transactions with Affiliates

The President of the Trust is the controlling shareholder of Leshner Financial,
Inc., whose subsidiaries include Midwest Group Financial Services, Inc. (MGFS),
the Funds' principal underwriter and investment adviser, and MGF Service Corp.
(MGF), the shareholder servicing and transfer agent and accounting and pricing
agent for the Trust.

MANAGEMENT AGREEMENTS
The Funds' investments are managed by MGFS under the terms of separate
Management Agreements. Under the Management Agreements, each Fund pays MGFS a
fee, computed and accrued daily and paid monthly, at an annual rate of 0.75% of
its average daily net assets up to $200,000,000, 0.7% of such net assets from
$200,000,000 to $500,000,000, and 0.5% of such net assets in excess of
$500,000,000.

States in which shares of the Trust are offered may impose an expense limitation
based upon net assets. MGFS has agreed to reimburse each Fund yearly for
expenses which exceed the lowest applicable expense limitation of any state. No
such reimbursement was required for the year ended March 31, 1995. In order to
reduce the operating expenses of the Treasury Total Return Fund, MGFS
voluntarily waived $32,713 of advisory fees during the period. In order to
reduce the operating expenses of the Equity Fund, MGFS voluntarily waived
advisory fees of $46,905 and reimbursed the Fund for $14,964 of Class C expenses
during the period.

TRANSFER AGENT AND SHAREHOLDER SERVICE AGREEMENT
Under the terms of the Transfer, Dividend Disbursing, Shareholder Service and
Plan Agency Agreement between the Trust and MGF, MGF maintains the records for
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 $21.00 per shareholder
account from each of the Treasury Total Return Fund and the U.S. Government
Securities Fund, and $17.00 per shareholder account from each of the Utility
Fund and Equity Fund, subject to a $1,000 minimum monthly fee, for each Fund, or
class of Fund, as applicable. 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. For these services, MGF receives a monthly fee
from each Fund. The monthly fee, based on current asset levels, is $3,000 for
the Treasury Total Return Fund, $4,500 for each of the Utility Fund and the
Equity Fund, and $3,500 for the U.S. Government Securities Fund.

UNDERWRITING AGREEMENT
Under the terms of the Underwriting Agreement, MGFS earned $2,383, $13,749,
$1,837 and $1,208, from underwriting and broker commissions on the sale of
shares of the Treasury Total Return Fund, the Utility Fund, the Equity Fund, and
the U.S. Government Securities Fund, respectively, for the year ended March 31,
1995.

PLANS OF DISTRIBUTION
The Trust has 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 MGFS 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
applicable to such shares.

The Trust also has a Plan of Distribution (Class C Plan) under which Class C
shares of each Fund having two classes of shares may directly incur or reimburse
MGFS 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
average daily net assets applicable to Class C shares.
<PAGE>

4. Fund Share Transactions

Proceeds and payments on Fund shares as shown in the Statements of Changes in
Net Assets are the result of the following share transactions for the periods
ended March 31, 1995 and 1994:
<TABLE>
TREASURY TOTAL UTILITY EQUITY
RETURN FUND FUND FUND
-------------------------------------------------------------------------
Year Year Year Year Year Period
Ended Ended Ended Ended Ended Ended
March 31, March 31, March 31, March 31, March 31, March 31,
1995 1994 1995 1994 1995 1994(A)
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
CLASS A
Shares sold......................... 469,687 281,628 817,927 1,071,183 197,947 456,269
Shares issued in reinvestment
of distributions to shareholders.. 145,559 257,287 139,905 179,096 6,598 17,434
Shares redeemed..................... (1,105,173) (1,420,644) (975,981) (1,119,995) (129,000) (112,485)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in shares
outstanding ...................... (489,927) (881,729) (18,149) 130,284 75,545 361,218
Shares outstanding, beginning
of period ........................ 3,595,361 4,477,090 3,839,159 3,708,875 361,218 --
---------- ---------- ---------- ---------- ---------- ----------
Shares outstanding, end of period... 3,105,434 3,595,361 3,821,010 3,839,159 436,763 361,218
========== ========== ========== ========== ========== ==========

CLASS C
Shares sold......................... 1,394 9,157 266,298 200,576 37,075 1,067,326
Shares issued in reinvestment
of distributions to shareholders.. 51 193 8,821 5,201 2,646 26,623
Shares redeemed..................... (10,792) (3) (96,684) (40,145) (469,556) (461,715)
---------- ---------- ---------- ---------- ---------- ----------
Net increase (decrease) in shares
outstanding ...................... (9,347) 9,347 178,435 165,632 (429,835) 632,234
Shares outstanding, beginning
of period ........................ 9,347 -- 165,632 -- 632,234 --
---------- ---------- ---------- ---------- ---------- ----------
Shares outstanding, end of period... -- 9,347 344,067 165,632 202,399 632,234
========== ========== ========== ========== ========== ==========

</TABLE>

<TABLE>
U.S. GOVERNMENT
SECURITIES FUND
--------------------------------
Year Year
Ended Ended
March 31, 1995 March 31, 1994
--------------- ---------------
<S> <C> <C>
Shares sold............................................................... 456,445 1,859,282
Shares issued in reinvestment of distributions to shareholders............ 203,373 179,958
Shares redeemed........................................................... (1,932,052) (949,964)
--------------- ---------------
Net increase (decrease) in shares outstanding............................. (1,272,234) 1,089,276
Shares outstanding, beginning of year..................................... 4,110,002 3,020,726
--------------- ---------------
Shares outstanding, end of year........................................... 2,837,768 4,110,002
=============== ===============

<FN>
(A)Represents the period from the start of business (May 10, 1993) through March
31, 1994.
</FN>
</TABLE>
<PAGE>

TREASURY TOTAL RETURN FUND
PORTFOLIO OF INVESTMENTS
March 31, 1995
Par Market
Value U.S. TREASURY OBLIGATIONS-- 94.0% Value
-------------- --------------------------------- -------------

<C> <S> <C>
$ 8,000,000 U.S. Treasury Bills, 4/6/95.................................................. $ 7,996,223
7,000,000 U.S. Treasury Bills, 5/25/95................................................. 6,942,768
7,000,000 U.S. Treasury Bills, 7/20/95................................................. 6,878,619
3,000,000 U.S. Treasury Notes, 7.50%, 1/31/96.......................................... 3,023,439
-------------- -------------
$ 25,000,000 TOTAL U.S. TREASURY OBLIGATIONS
============== (Amortized Cost $24,824,306) ............................................. $ 24,841,049
-------------
</TABLE>
<TABLE>

Face Market
Amount REPURCHASE AGREEMENTS(1) -- 6.0% Value
-------------- --------------------------------- -------------

<C> <S> <C>
$ 1,586,000 Harris-Nesbitt Thomson Securities, Inc., 5.85%, dated 3/31/95, due 4/3/95,
repurchase proceeds $1,586,773........................................... $ 1,586,000
-------------- -------------
$ 1,586,000 TOTAL REPURCHASE AGREEMENTS ................................................. $ 1,586,000
============== -------------
TOTAL INVESTMENTS AND REPURCHASE AGREEMENTS AT VALUE -- 100% ............... $ 26,427,049
=============
<FN>
(1)Repurchase agreements are fully collateralized by U.S. Treasury obligations.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

UTILITY FUND
PORTFOLIO OF INVESTMENTS
March 31, 1995
Market
COMMON STOCK -- 75.0% Shares Value
----------------------- -------- ---------
<S> <C> <C>
Ameritech Corp................................................................ 45,000 $ 1,856,250
AT&T Corp..................................................................... 30,000 1,552,500
Baltimore Gas & Electric...................................................... 40,050 946,181
Bell Atlantic Corp............................................................ 20,000 1,055,000
BellSouth Corp................................................................ 16,000 952,000
Carolina Power & Light........................................................ 45,000 1,220,625
CMS Energy Corp............................................................... 20,000 467,500
Central Louisiana Electric.................................................... 8,000 179,000
DPL, Inc...................................................................... 50,000 1,043,750
Dominion Resources Inc./VA.................................................... 45,000 1,620,000
Duke Power Co................................................................. 50,000 1,925,000
FPL Group..................................................................... 50,000 1,818,750
Florida Progress Corp......................................................... 65,000 1,958,125
GTE Corp...................................................................... 65,000 2,161,250
Indiana Energy Inc............................................................ 15,000 279,375
Kansas City Power & Light..................................................... 90,000 2,047,500
MCN Corp...................................................................... 100,000 1,837,500
Montana Power Co.............................................................. 75,000 1,706,250
Nicor, Inc.................................................................... 40,000 1,000,000
Northern States Power......................................................... 46,000 2,024,000
Nynex Corp.................................................................... 18,000 713,250
Oneok Inc..................................................................... 25,000 471,875
Scana Corp.................................................................... 35,000 1,461,250
Union Electric Co............................................................. 50,000 1,768,750
Wicor, Inc.................................................................... 25,000 703,125
-------------
TOTAL COMMON STOCK (Cost $32,909,996)......................................... $ 32,768,806
-------------
</TABLE>
<TABLE>
Par Market
U.S. TREASURY OBLIGATIONS -- 11.3% Value Value
------------------------------------ -------------- -------------
<S> <C> <C>
U.S. Treasury Notes, 4.25%, 11/30/95.......................................... $ 5,000,000 $ 4,931,250
-------------- -------------
TOTAL U.S. TREASURY OBLIGATIONS (Amortized Cost $5,007,185)................... $ 5,000,000 $ 4,931,250
============== -------------
</TABLE>
<TABLE>
Par Market
CORPORATE BONDS -- 6.0% Value Value
------------------------- -------------- -------------
<S> <C> <C>
Dayton Power & Light, 8.40%, 12/1/22.......................................... $ 1,000,000 $ 1,000,245
General Telephone Northwest, 9.75%, 10/15/30.................................. 500,000 536,648
New York Telephone, 9.375%, 7/15/31........................................... 1,000,000 1,077,326
-------------- -------------
TOTAL CORPORATE BONDS (Amortized Cost $2,632,811)............................. $ 2,500,000 $ 2,614,219
============== -------------
TOTAL INVESTMENTS AT VALUE -- 92.3% (Amortized Cost $40,549,992)............ $ 40,314,275
-------------
</TABLE>
<TABLE>
Face Market
REPURCHASE AGREEMENTS(1) -- 7.7% Amount Value
---------------------------------- -------------- -------------
<S> <C> <C>
Harris-Nesbitt Thomson Securities, Inc., 5.85%, dated 3/31/95, due 4/3/95
repurchase proceeds $3,374,644.......................................... $ 3,373,000 $ 3,373,000
-------------- -------------
TOTAL REPURCHASE AGREEMENTS .................................................. $ 3,373,000 $ 3,373,000
============== -------------
TOTAL INVESTMENTS AND REPURCHASE AGREEMENTS AT VALUE -- 100% ................ $ 43,687,275
=============
<FN>
(1)Repurchase agreements are fully collateralized by U.S. Government or agency
obligations.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

EQUITY FUND
PORTFOLIO OF INVESTMENTS
March 31, 1995
Market
COMMON STOCK -- 80.1% Shares Value
----------------------- -------- -------
CONSUMER PRODUCTS -- 35.5%
<S> <C> <C>
Albertson's Inc............................................................... 7,400 $ 238,650
Bassett Furniture Industries, Inc............................................. 6,600 173,250
Gannett Co., Inc.............................................................. 3,500 186,812
Kellogg Co.................................................................... 4,200 245,175
Mattel, Inc................................................................... 8,500 209,312
Procter & Gamble Co........................................................... 5,000 331,250
R.R. Donnelley & Sons Co...................................................... 4,000 137,500
Seagram Co., LTD.............................................................. 6,000 190,500
Unilever N.V.................................................................. 2,000 262,500
Whitman Corp.................................................................. 9,000 172,125
-------------
$ 2,147,074
-------------
DRUGS -- 10.0%
Bristol-Meyers Squibb Co...................................................... 4,900 $ 308,700
Schering-Plough Corp.......................................................... 4,000 297,500
-------------
$ 606,200
-------------
TECHNOLOGY -- 8.4%
Loral Corp.................................................................... 7,500 $ 318,750
Motorola, Inc................................................................. 3,500 191,188
-------------
$ 509,938
-------------
FINANCIAL -- 8.4%
American General Corp......................................................... 8,600 $ 277,350
Jefferson-Pilot Corp.......................................................... 3,900 230,588
-------------
$ 507,938
-------------
UTILITIES -- 7.2%
AT&T Corp..................................................................... 6,000 $ 310,500
Scecorp....................................................................... 8,100 126,563
-------------
$ 437,063
-------------
INDUSTRIAL -- 7.0%
Emerson Electric Co........................................................... 2,400 $ 159,600
Sherwin-Williams Co........................................................... 7,800 264,225
-------------
$ 423,825
-------------
CHEMICALS -- 3.6%
Hanna (M.A.) Co............................................................... 8,600 $ 216,075
-------------
TOTAL COMMON STOCK (Cost $4,586,511).......................................... $ 4,848,113
-------------
</TABLE>

<TABLE>

Face Market
REPURCHASE AGREEMENTS(1) -- 19.9% Amount Value
----------------------------------- -------------- -------------
<S> <C> <C>
Harris-Nesbitt Thomson Securities, Inc., 5.85%, dated 3/31/95, due 4/3/95
repurchase proceeds $1,196,583........................................... $ 1,196,000 $ 1,196,000
-------------- -------------
TOTAL REPURCHASE AGREEMENTS .................................................. $ 1,196,000 $ 1,196,000
============== -------------
TOTAL INVESTMENTS AND REPURCHASE AGREEMENTS AT VALUE -- 100% ................ $ 6,044,113
=============
<FN>
(1)Repurchase agreements are fully collateralized by U.S. Government or agency
obligations.

See accompanying notes to financial statements.
</FN>
</TABLE>
<PAGE>

U.S. GOVERNMENT SECURITIES FUND
PORTFOLIO OF INVESTMENTS
March 31, 1995

Par Market
Value Value
-------------- -------------

U.S. TREASURY OBLIGATIONS -- 22.8%
<C> <S> <C>
$ 2,000,000 U.S. Treasury Bills, 9/28/95................................................. $ 1,941,952
1,000,000 U.S. Treasury Notes, 7.50%, 12/31/96......................................... 1,011,875
2,000,000 U.S. Treasury Notes, 7.25%, 8/15/04.......................................... 2,001,250
1,000,000 U.S. Treasury Notes, 7.50%, 2/15/05.......................................... 1,020,312
-------------- -------------
$ 6,000,000 TOTAL U.S. TREASURY OBLIGATIONS (Amortized Cost $5,892,509) ................. $ 5,975,389
-------------- -------------

FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES -- 21.9%
$ 2,000,000 Federal Home Loan Mortgage Corp., 6.02%, 4/5/00.............................. $ 1,879,118
2,000,000 Federal Home Loan Mortgage Corp., 7.188%, 9/15/99............................ 1,981,082
2,000,000 Federal Home Loan Mortgage Corp., 6.55%, 4/2/03.............................. 1,861,149
-------------- -------------
$ 6,000,000 TOTAL FEDERAL HOME LOAN MORTGAGE CORPORATION SECURITIES
-------------- (Amortized Cost $5,613,458).............................................. $ 5,721,349
-------------

FEDERAL NATIONAL MORTGAGE ASSOCIATION SECURITIES -- 46.2%
$ 3,531,987 Federal National Mortgage Assoc. Pool #280500, 8.00%, 10/1/24................ $ 3,493,375
2,762,688 Federal National Mortgage Assoc. Pool #293091, 8.00%, 10/1/24................ 2,732,487
1,015,957 Federal National Mortgage Assoc. Pool #296011, 8.50%, 10/1/24................ 1,026,126
1,834,978 Federal National Mortgage Assoc. Pool #296303, 8.00%, 10/1/24................ 1,814,918
980,001 Federal National Mortgage Assoc. Pool #297826, 8.50%, 11/1/24................ 989,811
1,020,000 Federal National Mortgage Assoc. Pool #300001, 8.50%, 3/1/25................. 1,030,200
1,005,777 Federal National Mortgage Assoc. Pool #307586, 8.50%, 3/1/25................. 1,015,835
-------------- -------------
$ 12,151,388 TOTAL FEDERAL NATIONAL MORTGAGE ASSOCIATION SECURITIES
-------------- (Amortized Cost $11,887,279)............................................. $ 12,102,752
-------------
$ 24,151,388 TOTAL INVESTMENTS AT VALUE-- 90.9%
============== (Amortized Cost $23,393,246)............................................. $ 23,799,490
-------------
</TABLE>

<TABLE>

Face Market
Amount REPURCHASE AGREEMENTS(1) -- 9.1% Value
-------------- --------------------------------- -------------
<C> <S> <C>
$ 2,395,000 Harris-Nesbitt Thomson Securities, Inc., 5.85%, dated 3/31/95, due 4/3/95,
repurchase proceeds $2,396,168........................................... $ 2,395,000
-------------- -------------
$ 2,395,000 TOTAL REPURCHASE AGREEMENTS ................................................. $ 2,395,000
============== -------------
TOTAL INVESTMENTS AND REPURCHASE AGREEMENTS AT VALUE -- 100% ............... $ 26,194,490
=============
<FN>
(1)Repurchase agreements are fully collateralized by U.S. Government or agency obligations.
</FN>
</TABLE>
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of Midwest Strategic Trust:

We have audited the accompanying statements of assets and liabilities of the
Treasury Total Return Fund, Utility Fund, Equity Fund and U.S. Government
Securities Fund of the Midwest Strategic Trust (a Massachusetts business trust),
including the portfolios of investments, as of March 31, 1995, and the related
statements of operations, the statements of changes in net assets, 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 accounting
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 March
31, 1995, by correspondence with the custodian. 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 position of the
Treasury Total Return Fund, Utility Fund, Equity Fund and U.S. Government
Securities Fund of the Midwest Strategic Trust as of March 31, 1995, the results
of their operations, the changes in their net assets, and the financial
highlights for the periods indicated thereon, in conformity with generally
accepted accounting principles.

Cincinnati, Ohio
May 3, 1995

<PAGE>

Appendix

A representation of the graphic material contained in the Midwest Strategic
Trust March 31, 1995 Annual Report is set forth below.

1. Comparison of Change in Value of $10,000 Investment in the Treasury Total
Return Fund (Class A) and the Merrill Lynch Treasuries (All Maturities)
Index.

TREASURY TOTAL RETURN FUND

M. L. TREASURIES TREASURY TOTAL RETURN FUND:
--------------------------
(All Maturities) Index
----------------------

QTRLY QTRLY
DATE RETURN BALANCE DATE RETURN BALANCE
---------------------------- -------------------------------
01/26/88 10,000 01/26/88 9,600
03/31/88 1.29% 10,129 03/31/88 -3.14% 9,299
06/30/88 0.89% 10,219 06/30/88 -1.80% 9,131
09/30/88 1.72% 10,394 09/30/88 1.38% 9,257
12/31/88 0.94% 10,492 12/31/88 -0.52% 9,209
03/31/89 1.06% 10,602 03/31/89 4.17% 9,593
06/30/89 8.21% 11,473 06/30/89 5.92% 10,161
09/30/89 0.79% 11,563 09/30/89 -0.69% 10,090
12/31/89 3.71% 11,992 12/31/89 4.46% 10,540
03/31/90 -1.24% 11,843 03/31/90 -4.70% 10,045
06/30/90 3.43% 12,250 06/30/90 3.90% 10,437
09/30/90 0.78% 12,345 09/30/90 -3.61% 10,059
12/31/90 5.55% 13,030 12/31/90 8.50% 10,914
03/31/91 2.03% 13,294 03/31/91 1.19% 11,044
06/30/91 1.39% 13,479 06/30/91 -0.73% 10,964
09/30/91 5.69% 14,245 09/30/91 8.21% 11,864
12/31/91 5.37% 15,010 12/31/91 6.35% 12,618
03/31/92 -1.77% 14,745 03/31/92 -4.61% 12,037
06/30/92 3.92% 15,323 06/30/92 3.06% 12,405
09/30/92 5.04% 16,095 09/30/92 5.20% 13,050
12/31/92 -0.01% 16,092 12/31/92 1.21% 13,207
03/31/93 4.55% 16,824 03/31/93 5.91% 13,988
06/30/93 2.88% 17,309 06/30/93 2.66% 14,360
09/30/93 3.29% 17,879 09/30/93 3.55% 14,870
12/31/93 -0.42% 17,803 12/31/93 -2.13% 14,554
03/31/94 -2.97% 17,274 03/31/94 -4.41% 13,913
06/30/94 -1.14% 17,077 06/30/94 -3.24% 13,463
09/30/94 0.40% 17,146 09/30/94 -0.95% 13,335
12/31/94 0.36% 17,207 12/31/94 1.41% 13,523
03/31/95 4.66% 18,009 03/31/95 1.08% 13,670

The chart above represents performance of Class A shares only. The public
offering of Class C shares was terminated on June 8, 1994.

Past performance is not predictive of future performance.

Treasury Total Return Fund (Class A) - Average Annual Total
Returns

1 Year (5.68%)
5 Years 5.49%
Since inception* 4.44%

*The initial public offering of Class A shares commenced on January 26, 1988.

<PAGE>

2. Comparison of Change in Value of $10,000 Investment in the Utility Fund
(Class A) and the Standard & Poor's Utility Index

STANDARD & POOR'S UTILITY INDEX: UTILITY FUND (CLASS A):
------------------------------- ------------------------------

QTRLY QTRLY
DATE RETURN BALANCE DATE RETURN BALANCE
---------------------------- ------------------------------
08/16/89 10,000 08/16/89 9,600
09/30/89 2.43% 10,243 09/30/89 0.73% 9,671
12/31/89 11.42% 11,412 12/31/89 6.72% 10,320
03/31/90 -7.45% 10,562 03/31/90 -1.99% 10,115
06/30/90 0.53% 10,618 06/30/90 0.28% 10,144
09/30/90 -4.50% 10,140 09/30/90 -2.86% 9,854
12/31/90 9.67% 11,120 12/31/90 7.19% 10,562
03/31/91 2.22% 11,367 03/31/91 4.61% 11,049
06/30/91 -4.20% 10,889 06/30/91 0.60% 11,115
09/30/91 7.90% 11,749 09/30/91 9.26% 12,144
12/31/91 8.49% 12,746 12/31/91 6.72% 12,960
03/31/92 -9.34% 11,556 03/31/92 -4.66% 12,356
06/30/92 7.79% 12,457 06/30/92 4.44% 12,905
09/30/92 7.88% 13,438 09/30/92 3.82% 13,398
12/31/92 2.53% 13,777 12/31/92 4.14% 13,953
03/31/93 10.79% 15,264 03/31/93 6.84% 14,906
06/30/93 1.86% 15,548 06/30/93 1.50% 15,130
09/30/93 6.70% 16,589 09/30/93 2.82% 15,556
12/31/93 -5.76% 15,634 12/31/93 -3.11% 15,073
03/31/94 -8.50% 14,305 03/31/94 -3.20% 14,591
06/30/94 -0.00% 14,304 06/30/94 -0.83% 14,469
09/30/94 0.45% 14,369 09/30/94 1.32% 14,660
12/31/94 -0.10% 14,355 12/31/94 0.74% 14,769
03/31/95 6.93% 15,349 03/31/95 2.43% 15,128

The chart above represents performance of Class A shares only, which will vary
from the performance of Class C shares based on the difference in loads and fees
paid by shareholders in the different classes. Past performance is not
predictive of future performance.

Utility Fund - Average Annual Total Returns

Class A Shares Class C Shares
-------------- --------------
1 Year (0.47%) 3.00%
5 Years 7.50% N/A
Since inception* 7.63% (1.43%)

* The initial public offering of Class A shares commenced on August 15, 1989,
and the initial public offering of Class C shares commenced on August 2, 1993.

<PAGE>

3. Comparison of Change in Value of $10,000 Investment in the Equity Fund
(Class C) and the Standard & Poor's 500 Index.

STANDARD & POOR'S 500 INDEX: EQUITY FUND (CLASS C):
--------------------------- ----------------------------

QTRLY QTRLY
DATE RETURN BALANCE DATE RETURN BALANCE
---------------------------- ----------------------------
06/07/93 10,000 06/07/93 10,000
06/30/93 0.78% 10,078 06/30/93 0.10% 10,010
09/30/93 2.58% 10,338 09/30/93 1.20% 10,130
12/31/93 2.32% 10,578 12/31/93 -1.34% 9,994
03/31/94 -3.79% 10,177 03/31/94 -2.85% 9,709
06/30/94 0.42% 10,220 06/30/94 -4.04% 9,317
09/30/94 4.88% 10,718 09/30/94 5.05% 9,787
12/31/94 -0.02% 10,716 12/31/94 -0.37% 9,751
03/31/95 9.74% 11,760 03/31/95 6.86% 10,419

The chart above represents performance of Class C shares only, which will vary
from the performance of Class A shares based on the differences in loads and
fees paid by shareholders in the different classes. Past performance is not
predictive of future performance.

Equity Fund - Average Annual Total Returns

1 Year Since Inception*
Class A Shares ............... 3.75% 0.61%
Class C Shares ............... 7.32% 2.29%

* The initial public offering of Class C shares commenced on June 7, 1993,
and the initial public offering of Class A shares commenced on August 2,
1993.

<PAGE>

4. Comparison of Change in Value of $10,000 Investment in the U.S. Government
Securities Fund and the Lehman Brothers Mortgage-Backed Securities Index

LEHMAN BROTHERS MBS INDEX: U.S. GOVERNMENT SECURITIES FUND
---------------------------- -------------------------------
QTRLY QTRLY
DATE RETURN BALANCE DATE RETURN BALANCE
---------------------------- -------------------------------
03/31/85 10,000 03/31/85 9,800
06/30/85 9.55% 10,955 06/30/85 7.95% 10,579
09/30/85 2.89% 11,272 09/30/85 2.94% 10,891
12/31/85 8.18% 12,194 12/31/85 6.11% 11,555
03/31/86 4.48% 12,740 03/31/86 3.59% 11,970
06/30/86 0.66% 12,824 06/30/86 -0.62% 11,895
09/30/86 3.93% 13,328 09/30/86 3.26% 12,283
12/31/86 3.78% 13,832 12/31/86 3.64% 12,729
03/31/87 2.21% 14,137 03/31/87 2.14% 13,002
06/30/87 -1.37% 13,944 06/30/87 -2.63% 12,660
09/30/87 -2.08% 13,654 09/30/87 -4.12% 12,139
12/31/87 5.65% 14,425 12/31/87 6.63% 12,944
03/31/88 4.28% 15,043 03/31/88 3.42% 13,386
06/30/88 1.67% 15,294 06/30/88 1.44% 13,578
09/30/88 2.37% 15,656 09/30/88 2.16% 13,871
12/31/88 0.18% 15,684 12/31/88 0.63% 13,959
03/31/89 1.24% 15,879 03/31/89 0.66% 14,051
06/30/89 7.76% 17,111 06/30/89 5.05% 14,760
09/30/89 1.65% 17,393 09/30/89 0.85% 14,885
12/31/89 4.00% 18,089 12/31/89 3.47% 15,401
03/31/90 0.13% 18,113 03/31/90 -0.92% 15,259
06/30/90 3.79% 18,799 06/30/90 2.97% 15,712
09/30/90 1.48% 19,077 09/30/90 0.94% 15,860
12/31/90 4.98% 20,027 12/31/90 4.92% 16,641
03/31/91 3.07% 20,642 03/31/91 2.12% 16,993
06/30/91 1.90% 21,034 06/30/91 1.78% 17,296
09/30/91 5.48% 22,187 09/30/91 4.57% 18,086
12/31/91 4.45% 23,174 12/31/91 3.95% 18,801
03/31/92 -0.86% 22,975 03/31/92 -1.06% 18,601
06/30/92 4.02% 23,899 06/30/92 3.97% 19,338
09/30/92 2.98% 24,611 09/30/92 3.09% 19,936
12/31/92 0.72% 24,788 12/31/92 0.13% 19,961
03/31/93 2.96% 25,522 03/31/93 4.10% 20,780
06/30/93 1.86% 25,997 06/30/93 2.61% 21,321
09/30/93 0.96% 26,246 09/30/93 1.38% 21,616
12/31/93 0.90% 26,482 12/31/93 0.23% 21,666
03/31/94 -2.32% 25,868 03/31/94 -3.80% 20,842
06/30/94 -0.56% 25,723 06/30/94 -3.94% 20,021
09/30/94 0.87% 25,947 09/30/94 -0.13% 19,995
12/31/94 0.43% 26,059 12/31/94 -0.15% 19,964
03/31/95 5.24% 27,424 03/31/95 4.46% 20,854

Past performance is not predictive of future performance.

U.S. Government Securities Fund - Average Annual Total Returns

1 Year ..................... (1.94%)
5 Years .................... 6.02%
10 Years .................... 7.63%

The initial public offering of shares commenced on June 4, 1984.

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:

Portfolios of Investments, March 31, 1995

Statements of Assets and Liabilities, March
31, 1995

Statements of Operations for the Year Ended
March 31, 1995

Statements of Changes in Net Assets for the
Periods Ended March 31, 1995 and 1994

Financial Highlights

Notes to Financial Statements, March 31,
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. 25, is hereby incorporated by
reference.

(ii) Copy of Amendment No. 1, dated May 24, 1994,
to Registrant's Restated Agreement and
Declaration of Trust is filed herewith.

(2)(i) Copy of Registrant's Bylaws, which was filed
as an Exhibit to Registrant's Pre-Effective
Amendment No. 1, is hereby incorporated by
reference.

(ii) Copy of amendments to Registrant's Bylaws
adopted July 17, 1984, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 4, is hereby incorporated by
reference.

(iii) Copy of Amendment to Registrant's Bylaws
adopted April 5, 1989, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 14, is hereby incorporated by
reference.

(3) Voting Trust Agreements - None.

(4) Specimen Share Certificate, which was filed
as an Exhibit to Registrant's Post-Effective
Amendment No. 12, is hereby incorporated by
reference.

(5)(i) Copy of Registrant's Management Agreement
with respect to the U.S. Government
Securities Fund and the Treasury Total
Return Fund is filed herewith.

(ii) Copy of Registrant's Management Agreement
with respect to the Utility Fund is filed
herewith.

(iii) Copy of Registrant's Management Agreement
with respect to the Equity Fund is filed
herewith.

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

(ii) Form of Underwriter's Dealer Agreement is
filed herewith.

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

(8) Copy of Custody Agreement with The Fifth
Third Bank, which was filed as an Exhibit to
Registrant's Post-Effective Amendment No.
20, is hereby incorporated by reference.

(9)(i) Copy of Registrant's Accounting and Pricing
Services Agreement with MGF Service Corp. is
filed herewith.

(ii) Copy of Registrant's Transfer, 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.
28, 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. 16, 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 March
31, 1995 is hereby incorporated by
reference.

(11) Consent of Arthur Andersen LLP 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)(i) Copy of Midwest Group Individual Retirement
Account Plan, including Schedule of Fees,
which was filed as an Exhibit to
Registrant's Post-Effective Amendment No.
22, is hereby incorporated by reference.

(ii) Copy of Midwest Group 403(b) Plan, including
Schedule of Fees, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 22, is hereby incorporated by
reference.

(iii) Copy of the Midwest Group Prototype Defined
Contribution Plan, which was filed as an
Exhibit to Registrant's Post-Effective
Amendment No. 19, is hereby incorporated by
reference.

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

(ii) Form of Administration Agreement with
respect to the administration of shareholder
accounts is filed herewith.

(16) Computations of each performance quotation
provided in response to Item 22 - None.

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

<PAGE>

Item 26. Number of Holders of Securities (as of June 15, 1995)
------- -----------------------------------------------------
Title of Class Number of Record Holders
-------------- ------------------------

U.S. Government Securities Fund 1,074

Treasury Total Return Fund 1,788

Utility Fund
Class A Shares 2,295
Class C Shares 202

Equity Fund
Class A Shares 308
Class C Shares 119

Item 27. Indemnification
------- ---------------
(a) 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, an
"interested Covered Person" is one against whom the
action, suit or other proceeding in question or another
action, suit or other proceeding on the same or similar
grounds is then or has been pending or threatened, and
a "disinterested" person is a person against whom none
of such actions, suits or other proceedings or another
action, suit or other proceeding on the same or similar
grounds is then or has been pending or threatened.
Nothing contained in this article shall affect any
rights to indemnification to which personnel of the
Trust, other than Trustees and officers, and other
persons may be entitled by contract or otherwise under
law, nor the power of the Trust to purchase and
maintain liability insurance on behalf of any such
person.
<PAGE>
(b) 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 Midwest Group Financial Services, Inc. (the
"Adviser") in its capacity as investment adviser and
principal underwriter, 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 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 Agreements
relate, 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 with the Adviser provides
that the Adviser, 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 the Adviser's duties or from the
reckless disregard by any of such persons of the
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 the Investment
Adviser
------------------------------------------------
A. Midwest Group Financial Services, Inc. ("MGFS,
Inc.") is a registered investment adviser
providing investment advisory services to the
Trust. MGFS, Inc. also acts as the investment
adviser to six series of Midwest Group Tax Free
Trust and to five series of Midwest Trust, both of
which are registered investment companies. MGFS,
Inc. 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
MGFS, Inc. 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 MGFS, Inc.

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

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

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

(e) Chairman of the Board and a Director
of Midwest Advisory Services, Inc., a
registered investment adviser, until
September 1993.

(2) Michael F. Andrews - President of MGFS, Inc.

(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 MGFS,
Inc.

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

(b) A Director of MGF Service Corp.

(d) President of MGFS, Inc. until July
1995.

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

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

(g) President and a Director of Midwest
Advisory Services, Inc. until
September 1993.

(4) John J. Goetz - Chief Investment Officer-
Fixed-Income of MGFS, Inc.

(a) Vice President of Leshner Financial,
Inc.

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

(5) Susan F. Flischel - Assistant Vice
President-Investments of MGFS, Inc.

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

(6) Bruce Chaiken - Assistant Vice President-
Investments of MGFS, Inc.

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

(7) Maryellen Peretzky - Vice President,
Assistant Secretary and a Director of MGFS,
Inc.

(a) Vice President of Leshner Financial,
Inc. and MGF Service Corp.

(b) Assistant Secretary of The Tuscarora
Investment Trust.

(8) Sharon L. Karp - Vice President of MGFS,
Inc.

(a) Vice President of Leshner Financial,
Inc.

(9) John F. Splain - Secretary and General
Counsel of MGFS, Inc.

(a) Secretary and General Counsel of
Leshner Financial, Inc. and MGF
Service Corp.

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

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

(d) Secretary and General Counsel of
Leshner Financial Services, Inc.
until December 1994.

(e) Secretary and General Counsel of
Midwest Advisory Services, Inc. until
September 1993.

(10) Robert G. Dorsey - Treasurer of MGFS, Inc.

(a) President of MGF Service Corp.

(b) Treasurer of Leshner Financial, Inc.

(c) Vice President of Brundage, Story and
Rose Investment Trust, Leeb Personal
FinanceTM 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.

(f) Treasurer of Midwest Advisory
Services, Inc. until September 1993.

(11) Michele McClellan Hawkins - Assistant Vice
President of MGFS, Inc.

(12) Dara Abel - Assistant Portfolio Manager of
MGFS, Inc.

(13) Scott Weston - Assistant Portfolio Manager
of MGFS, Inc.

(14) Elizabeth A. Santen - Assistant Secretary of
MGFS, Inc.

(a) Assistant Secretary of Leshner
Financial, Inc.

(b) Assistant Vice President of MGF
Service Corp.

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

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

(e) Assistant Secretary of Midwest
Advisory Services, Inc. until
September 1993.

Item 29. Principal Underwriters
------- ----------------------
(a) Midwest Group Financial Services, Inc. also acts as
underwriter for Midwest Trust, Midwest Group Tax Free
Trust and Brundage, Story and Rose Investment Trust.

Position with Position with
(b) Name Underwriter Registrant
---- ------------- -------------
Robert H. Leshner Chairman of President and
the Board Trustee
and Director

Michael F. Andrews President None

James A. Markley, Jr. Director None

John J. Goetz Chief None
Investment
Officer-Fixed-
Income

Sharon L. Karp Vice President None

Maryellen Peretzky Vice President, None
Assistant
Secretary and
Director

John F. Splain Secretary and Secretary
General Counsel

Robert G. Dorsey Treasurer None

Susan F. Flischel Assistant Vice None
President-
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.

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 Part A or Part B
------- -----------------------------------------------------
None.

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

(b) Not Applicable.

(c) Registrant undertakes to furnish each person to
whom a prospectus is delivered with a copy of its
latest annual report to shareholders, upon request
and 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
the Registrant pursuant to the provisions of
Massachusetts law and the Agreement and
Declaration of Trust of the Registrant or the
Bylaws of the Registrant, 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 the Registrant 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) Within five business days after receipt of a
written application by shareholders holding in the
aggregate at least 1% of the shares then
outstanding or shares then having a net asset
value of $25,000, whichever is less, each of whom
shall have been a shareholder for at least six
months prior to the date of application
(hereinafter the "Petitioning Shareholders"),
requesting to communicate with other shareholders
with a view to obtaining signatures to a request
for a meeting for the purpose of voting upon
removal of any Trustee of the Registrant, which
application shall be accompanied by a form of
communication and request which such Petitioning
Shareholders wish to transmit, Registrant will:

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

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

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant certifies
that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of
Ohio, on the 31st day of July, 1995.

MIDWEST STRATEGIC 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 & July 31, 1995
ROBERT H. LESHNER Trustee

/s/ Mark J. Seger
---------------------- Treasurer July 31, 1995
MARK J. SEGER

*H. JEROME LERNER Trustee

*MARGARET S. HANSSON Trustee

*ROBERT BETAGOLE Trustee

*FRED A. RAPPOPORT Trustee

*DONALD J. RAHILLY Trustee

*RICHARD A. LIPSEY Trustee

*DALE P. BROWN Trustee

*ROBERT B. SUMEREL Trustee

/s/ John F. Splain
By:-----------------------
JOHN F. SPLAIN
Attorney-in-Fact*
July 31, 1995

EXHIBIT INDEX

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

2. Management Agreement with Midwest Group
Financial Services, Inc. for the U.S.
Government Securities Fund and the
Treasury Total Return Fund

3. Management Agreement with Midwest Group
Financial Services, Inc. for the
Utility Fund

4. Management Agreement with Midwest Group
Financial Services, Inc. for the
Equity Fund

5. Form of Underwriter's Dealer Agreement

6. Accounting and Pricing Services Agreement

7. Consent of Independent Public Accountants

8. Form of Administration Agreement With Respect
to Shareholder Accounts

9. Power of Attorney for Robert B. Sumerel

MIDWEST STRATEGIC TRUST

AMENDMENT NO. 1 TO RESTATED AGREEMENT AND DECLARATION
OF TRUST DATED MAY 19, 1993

Pursuant to Section 7.3 of the Restated Agreement and
Declaration of Trust of Midwest Strategic Trust and
effective as of August 1, 1994, the undersigned, being a
majority of the Trustees of Midwest Strategic Trust, hereby
adopt the following resolutions:

RESOLVED, that the names of the Leshner Financial
Treasury Total Return Fund, the Leshner Financial
Utility Fund and the Leshner Financial
Equity Fund, three series of Midwest Strategic
Trust, be changed to the "Treasury Total Return
Fund," the "Utility Fund" and the "Equity Fund,"
respectively; and

FURTHER RESOLVED, that the Trust's Restated
Agreement and Declaration of Trust and other Trust
documents and records, as necessary or
appropriate, be amended to reflect the name change
of these series; and

FURTHER RESOLVED, that the officers of the Trust
be, and they hereby are, authorized to take such
further actions as necessary to effect the purpose
of these resolutions.

IN WITNESS WHEREOF, the undersigned Trustees have
executed one or more counterparts of this instrument on May
24, 1994.

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

/s/ Dale P. Brown /s/ Richard A. Lipsey
------------------------ -----------------------
Dale P. Brown Richard A. Lipsey

/s/ Margaret S. Hansson /s/ Donald J. Rahilly
------------------------ -----------------------
Margaret S. Hansson Donald J. Rahilly

/s/ H. Jerome Lerner /s/ Fred A. Rappoport
------------------------ -----------------------
H. Jerome Lerner Fred A. Rappoport

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

Dear Sirs:

Midwest Strategic Trust (hereinafter referred to as the
"Trust") herewith confirms our agreement with you.

The Trust has been organized to engage in the business
of an investment company. The U.S. Government Securities
Fund and the Treasury Total Return Fund (collectively, the
"Funds") have been established as two series of the Trust.
You have been selected to act as the sole investment adviser
of the Funds and to provide certain other services, as more
fully set forth below, and you are willing to act as such
investment adviser and to perform such services under the
terms and conditions hereinafter set forth. Accordingly,
the Trust agrees with you as follows upon the date of the
execution of this Agreement.

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

2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
You will pay the compensation and expenses of any
persons rendering any services to the Funds who are
officers, directors, stockholders or employees of your
corporation and will make available, without expense to the
Funds, the services of such of your employees as may duly be
elected officers or trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed
by law. Notwithstanding the foregoing, the Funds will pay
the compensation and expenses of the Chief Financial Officer
of the Trust. The compensation and expenses of any
officers, trustees and employees of the Trust who are not
officers, directors, employees or stockholders of your
corporation will be paid by the Funds.

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

The Funds will also be responsible for the payment
of all operating expenses of the Trust, including fees and
expenses incurred by the Trust in connection with membership
in investment company organizations, brokerage fees and
commissions, legal, auditing and accounting expenses,
expenses of registering shares under federal and state
securities laws, insurance expenses, taxes or governmental
fees, fees and expenses of the custodian, transfer,
shareholder service and dividend disbursing agent and
accounting and pricing agent of the Funds, expenses
including clerical expenses of issue, sale, redemption or
repurchase of shares of the Funds, the fees and expenses of
trustees of the Trust who are not affiliated with you, the
cost of preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses
for delivery to the Funds' shareholders, the cost of
printing or preparing stock certificates or any other
documents, statements or reports to shareholders, expenses
of shareholders' meetings and proxy solicitations, such
extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and
indemnification of the Trust's officers and trustees with
respect thereto, or any other expense not specifically
described above incurred in the performance of the Trust's
obligations. All other expenses not assumed by you herein
incurred by the Funds in connection with the organization,
registration of shares and operations of the Funds will be
borne by the Funds.

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

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

.75% of the average value of the daily net assets
of the Fund up to $200,000,000; .7% of such assets
from $200,000,000 to and including $500,000,000
and .5% of such assets in excess of $500,000,000.

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

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

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

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

Consistent with the Rules of Fair Practice of the
National Association of Securities Dealers, Inc., and
subject to seeking best qualitative execution, you may give
consideration to sales of shares of the Trust as a factor in
the selection of brokers and dealers to execute portfolio
transactions of the Funds.

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

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

6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall remain in force for a period
of two (2) years from the date of its execution and from
year to year thereafter as to each Fund, subject to annual
approval by (i) the Board of the Trust or (ii) a vote of a
majority (as defined in the Investment Company Act of 1940)
of the outstanding voting securities of such Fund, provided
that in either event continuance is also approved by a
majority of the trustees who are not "interested persons"
(as defined in the Investment Company Act of 1940) of you or
of the Trust, by a vote cast in person at a meeting called
for the purpose of voting such approval.

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

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

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

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

9. LIMITATION OF LIABILITY
-----------------------
The term "Midwest Strategic Trust" means and
refers to the Trustees from time to time serving under the
Trust's Declaration of Trust as the same may subsequently
thereto have been, or subsequently hereto be, amended. It
is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the
Trust, personally, but bind only the trust property of the
Trust, as provided in the Declaration of Trust of the Trust.
The execution and delivery of this Agreement have been
authorized by the trustees and shareholders of the Trust and
signed by the officers of the Trust, acting as such, and
neither such authorization by such trustees and shareholders
nor such execution and delivery by such officers shall be
deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its
Declaration of Trust.

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

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

Yours very truly,

ATTEST: MIDWEST STRATEGIC TRUST

/s/ John F. Splain /s/ Robert H. Leshner
------------------------- By:----------------------
Dated: March 31, 1989
Revised December 31, 1994

ACCEPTANCE

The foregoing Agreement is hereby accepted.

ATTEST: MIDWEST GROUP FINANCIAL
SERVICES, INC.

/s/ John F. Splain /s/ Robert H. Leshner
------------------------- By:----------------------
Dated: March 31, 1989
Revised December 31, 1994

MANAGEMENT AGREEMENT
--------------------

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

Dear Sirs:

Midwest Strategic Trust (hereinafter referred to as the
"Trust") herewith confirms our agreement with you.

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

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

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

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

The Fund will also be responsible for the payment
of all operating expenses of the Fund, including fees and
expenses incurred by the Fund in connection with membership
in investment company organizations, brokerage fees and
commissions, legal, auditing and accounting expenses,
expenses of registering shares under Federal and State
securities laws, insurance expenses, taxes or governmental
fees, fees and expenses of the custodian, transfer,
shareholder service and dividend disbursing agent and
accounting and pricing agent of the Fund, expenses including
clerical expenses of issue, sale, redemption or repurchase
of shares of the Fund, the fees and expenses of trustees of
the Trust who are not affiliated with you, the cost of
preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses
for delivery to the Fund's shareholders, the cost of
printing or preparing stock certificates or any other
documents, statements or reports to shareholders, expenses
of shareholders' meetings and proxy solicitations, such
extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and
indemnification of the Trust's officers and trustees with
respect thereto, or any other expense not specifically
described above incurred in the performance of the Fund's
obligations. All other expenses not assumed by you herein
incurred by the Fund in connection with the organization,
registration of shares and operations of the Fund will be
borne by the Fund.

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

.75% of the average value of the daily net assets
of the Fund up to $200,000,000; .7% of such assets
from $200,000,000 to and including $500,000,000
and .5% of such assets in excess of $500,000,000.

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

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

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

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

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

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

6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall remain in force until March
31, 1991 and from year to year thereafter, subject to annual
approval by (i) the Board of the Trust or (ii) a vote of a
majority (as defined in the Investment Company Act of 1940)
of the outstanding voting securities of the Fund, provided
that in either event continuance is also approved by a
majority of the trustees who are not "interested persons"
(as defined in the Investment Company Act of 1940) of you or
of the Trust, by a vote cast in person at a meeting called
for the purpose of voting such approval.

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

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

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

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

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

Yours very truly,

ATTEST: MIDWEST STRATEGIC TRUST

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

Dated: August 15, 1989
Revised December 31, 1994

ACCEPTANCE
----------

The foregoing Agreement is hereby accepted.

ATTEST: MIDWEST GROUP FINANCIAL
SERVICES, INC.

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

Dated: August 15, 1989
Revised December 31, 1994

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

Dear Sirs:

Midwest Strategic Trust (hereinafter referred to as the
"Trust") herewith confirms our agreement with you.

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

2. ALLOCATION OF CHARGES AND EXPENSES
----------------------------------
You will pay the compensation and expenses of any
persons rendering any services to the Fund who are officers,
directors, stockholders or employees of your corporation and
will make available, without expense to the Fund, the
services of such of your employees as may duly be elected
officers or trustees of the Trust, subject to their
individual consent to serve and to any limitations imposed
by law. Notwithstanding the foregoing, the Fund will pay
the compensation and expenses of the Chief Financial Officer
of the Trust. The compensation and expenses of any
officers, trustees and employees of the Trust who are not
officers, directors, employees or stockholders of your
corporation will be paid by the Fund.

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

The Fund will also be responsible for the payment of
all operating expenses of the Fund, including fees and
expenses incurred by the Fund in connection with membership
in investment company organizations, brokerage fees and
commissions, legal, auditing and accounting expenses,
expenses of registering shares under Federal and State
securities laws, insurance expenses, taxes or governmental
fees, fees and expenses of the custodian, transfer,
shareholder service and dividend disbursing agent and
accounting and pricing agent of the Fund, expenses including
clerical expenses of issue, sale, redemption or repurchase
of shares of the Fund, the fees and expenses of trustees of
the Trust who are not affiliated with you, the cost of
preparing and distributing reports and notices to
shareholders, the cost of printing or preparing prospectuses
for delivery to the Fund's shareholders, the cost of
printing or preparing stock certificates or any other
documents, statements or reports to shareholders, expenses
of shareholders' meetings and proxy solicitations, such
extraordinary or non-recurring expenses as may arise,
including litigation to which the Trust may be a party and
indemnification of the Trust's officers and trustees with
respect thereto, or any other expense not specifically
described above incurred in the performance of the Fund's
obligations. All other expenses not assumed by you herein
incurred by the Fund in connection with the organization,
registration of shares and operations of the Fund will be
borne by the Fund.

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

.75% of the average value of the daily net assets
of the Fund up to $200,000,000; .7% of such assets
from $200,000,000 to and including $500,000,000
and .5% of such assets in excess of $500,000,000.

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

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

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

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

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

<PAGE>
6. DURATION AND TERMINATION OF THIS AGREEMENT
------------------------------------------
This Agreement shall remain in force until March 31,
1995 and from year to year thereafter, subject to annual
approval by (i) the Board of the Trust or (ii) a vote of a
majority (as defined in the Investment Company Act of 1940)
of the outstanding voting securities of the Fund, provided
that in either event continuance is also approved by a
majority of the trustees who are not "interested persons"
(as defined in the Investment Company Act of 1940) of you or
of the Trust, by a vote cast in person at a meeting called
for the purpose of voting such approval.

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

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

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

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

9. LIMITATION OF LIABILITY
-----------------------
The term "Midwest Strategic Trust" means and refers to
the Trustees from time to time serving under the Trust's
Declaration of Trust as the same may subsequently thereto
have been, or subsequently hereto be, amended. It is
expressly agreed that the obligations of the Trust hereunder
shall not be binding upon any of the trustees, shareholders,
nominees, officers, agents or employees of the Trust,
personally, but bind only the trust property of the Trust,
as provided in the Declaration of Trust of the Trust. The
execution and delivery of this Agreement have been
authorized by the trustees and shareholders of the Trust and
signed by the officers of the Trust, acting as such, and
neither such authorization by such trustees and shareholders
nor such execution and delivery by such officers shall be
deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its
Declaration of Trust.

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

ATTEST: MIDWEST STRATEGIC TRUST

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

Dated: May 13, 1993
Revised December 31, 1994

ACCEPTANCE
-----------
The foregoing Agreement is hereby accepted.

ATTEST: MIDWEST GROUP FINANCIAL
SERVICES, INC.

/s/ John F. Splain /s/ Robert H. Leshner
---------------------- By:------------------------
Dated: May 13, 1993
Revised December 31, 1994

DEALER'S AGREEMENT
------------------
Midwest Group Financial Services, Inc. ("Underwriter") invites
you, as a selected dealer, to participate as principal in the
distribution of shares (the "Shares") of the mutual funds set forth
on Schedule A to this Agreement (the "Funds"), of which it is the
exclusive underwriter. Underwriter agrees to sell to you, subject
to any limitations imposed by the Funds, Shares issued by the Funds
and to promptly confirm each sale to you. All sales will be made
according to the following terms:

1. All offerings of any of the Shares by you must be made at
the public offering prices, and shall be subject to the conditions
of offering, set forth in the then current Prospectus of the Funds
and to the terms and conditions herein set forth, and you agree to
comply with all requirements applicable to you of all applicable
laws, including federal and state securities laws, the rules and
regulations of the Securities and Exchange Commission, and the
Rules of Fair Practice of the National Association of Securities
Dealers, inc. (the "NASD"), including Section 24 of the Rules of
Fair Practice of the NASD. You will not offer the Shares for sale
in any state or other jurisdiction where they are not qualified for
sale under the Blue Sky Laws and regulations of such state or
jurisdiction, or where you are not qualified to act as a dealer.
Upon application to Underwriter, Underwriter will inform you as to
the states or other jurisdictions in which Underwriter believes the
Shares may legally be sold.

2. (a) You will receive a discount from the public offering
price ("concession") on all Shares purchased by you from
Underwriter as indicated on Schedule A, as it may be amended by
Underwriter from time to time.

(b) In all transactions in open accounts in which you
are designated as Dealer of Record, you will receive the
concessions as set forth on Schedule A. You hereby authorize
Underwriter to act as your agent in connection with all
transactions in open accounts in which you are designated as Dealer
of Record. All designations as Dealer of Record, and all
authorizations of Underwriter to act as your Agent pursuant
thereto, shall cease upon the termination of this Agreement or upon
the investor's instructions to transfer his open account to another
Dealer of Record. No dealer concessions will be allowed on
purchases generating less than $1.00 in dealer concessions.

(c) As the exclusive underwriter of the Shares,
Underwriter reserves the privilege of revising the discounts
specified on Schedule A at any time by written notice.

<PAGE>
3. Concessions will be paid to you at the address of your
principal office, as indicated below in your acceptance of this
Agreement.

4. Underwriter reserves the right to cancel this Agreement
at any time without notice if any Shares shall be offered for sale
by you at less than the then current public offering prices
determined by, or for, the Funds.

5. All orders are subject to acceptance or rejection by
Underwriter in its sole discretion. We reserve the right, in our
discretion, without notice, to suspend sales or withdraw the
offering of Shares entirely.

6. Payment shall be made to the Funds and shall be received
by its Transfer Agent within five (5) business days after the
acceptance of your order or such shorter time as may be required by
law. With respect to all Shares ordered by you for which payment
has not been received, you hereby assign and pledge to Underwriter
all of your right, title and interest in such Shares to secure
payment therefor. You appoint Underwriter as your agent to execute
and deliver all documents necessary to effectuate any of the
transactions described in this paragraph. If such payment is not
received within the required time period, Underwriter reserves the
right, without notice, and at its option, forthwith (a) to cancel
the sale, (b) to sell the Shares ordered by you back to the Funds,
or (c) to assign your payment obligation, accompanied by all
pledged Shares, to any person. You agree that Underwriter may hold
you responsible for any loss, including loss of profit, suffered by
the Funds, its Transfer Agent or Underwriter, resulting from your
failure to make payment within the required time period.

7. No person is authorized to make any representations
concerning Shares of the Funds except those contained in the
current applicable Prospectus and Statement of Additional
Information and in sales literature issued and furnished by
Underwriter supplemental to such Prospectus. Underwriter will
furnish additional copies of the current Prospectus and Statement
of Additional Information and such sales literature and other
releases and information issued by Underwriter in reasonable
quantities upon request.

8. Under this Agreement, you act as principal and are not
employed by Underwriter as broker, agent or employee. You are not
authorized to act for Underwriter nor to make any representation on
its behalf; and in purchasing or selling Shares hereunder, you rely
only upon the current Prospectus and Statement of Additional
Information furnished to you by Underwriter from time to time and
upon such written representations as may hereafter be made by
Underwriter to you over its signature.
<PAGE>
9. You appoint the transfer agent for the Funds as your
agent to execute the purchase transactions of Shares in accordance
with the terms and provisions of any account, program, plan or
service established or used by your customers and to confirm each
purchase to your customers on your behalf, and you guarantee the
legal capacity of your customers so purchasing such Shares and any
co-owners of such Shares.

10. You will (a) maintain all records required by law
relating to transactions in the Shares, and upon the request of
Underwriter, or the request of the Funds, promptly make such of
these records available to Underwriter or to the Funds as are
requested, and (b) promptly notify Underwriter if you experience
any difficulty in maintaining the records required in the foregoing
clause in an accurate and complete manner. In addition, you will
establish appropriate procedures and reporting forms and schedule,
approved by Underwriter and by the Funds, to enable the parties
hereto and the Funds to identify all accounts opened and maintained
by your customers.

11. Underwriter has adopted compliance standards, attached
hereto as Schedule B, as to when Class A and Class C Shares of the
Dual Pricing Funds may appropriately be sold to particular
investors. You agree that all persons associated with you will
conform to such standards when selling Shares.

12. Each party hereto represents that it is presently, and at
all times during the term of this Agreement will be, a member in
good standing of the NASD and agrees to abide by all its Rules of
Fair Practice including, but not limited to, the following
provisions:

(a) You shall not withhold placing customers' orders for
any Shares so as to profit yourself as a result of such
withholding. You shall not purchase any Shares from
Underwriter other than for investment, except for the purpose
of covering purchase orders already received.

(b) All conditional orders received by Underwriter must
be at a specified definite price.

(c) If any Shares purchased by you are repurchased by
the Funds (or by Underwriter for the account of the Funds) or
are tendered for redemption within seven business days after
confirmation of the original sale of such Shares (1) you agree
to forthwith refund to Underwriter the full concession allowed
to you on the original sale, such refund to be paid by
Underwriter to the Funds, and (2) Underwriter shall forthwith
pay to the Funds that part of the discount retained by
Underwriter on the original sale. Notice will be given to you
of any such repurchase or redemption within ten days of the
date on which the repurchase or redemption request is made.

(d) Neither Underwriter, as exclusive underwriter for
the Funds, nor you as principal, shall purchase any Shares
from a record holder at a price lower than the net asset value
then quoted by, or for, the Funds. Nothing in this sub-
paragraph shall prevent you from selling Shares for the
account of a record holder to Underwriter or the Funds at the
net asset value currently quoted by, or for, the Funds and
charging the investor a fair commission for handling the
transaction.

(e) You warrant on behalf of yourself and your
registered representatives and employees that any purchase of
Shares at net asset value by the same pursuant to the terms of
the Prospectus of the applicable Fund is for investment
purposes only and not for purposes of resale. Shares so
purchased may be resold only to the Fund which issued them.

13. You agree that you will indemnify Underwriter, the Funds,
the Funds' transfer agent, the Funds' investment adviser, and the
Funds' custodians and hold such persons harmless from any claims or
assertions relating to the lawfulness of your company's
participation in this Agreement and the transactions contemplated
hereby or relating to any activities of any persons or entities
affiliated with your company which are performed in connection with
the discharge of your responsibilities under this Agreement. If
any such claims are asserted, the indemnified parties shall have
the right to engage in their own defense, including the selection
and engagement of legal counsel of their choosing, and all costs of
such defense shall be borne by you.

14. This Agreement will automatically terminate in the event
of its assignment. Either party hereto may cancel this Agreement
without penalty upon ten days' written notice. This Agreement may
also be terminated as to any Fund at any time without penalty by
the vote of a majority of the members of the Board of Trustees of
the terminating Fund who are not "interested persons" (as such term
is defined in the Investment Company Act of 1940) and who have no
direct or indirect financial interest in the applicable Fund's
Distribution Expense Plan or any agreement relating to such Plan,
including this Agreement, or by a vote of a majority of the
outstanding voting securities of the terminating Fund on ten days'
written notice.

15. All communications to Underwriter should be sent to
Midwest Group Financial Services, Inc., 312 Walnut Street,
Cincinnati, Ohio 45202, or at such other address as Underwriter may
designate in writing. Any notice to you shall be duly given if
mailed or telegraphed to you at the address of your principal
office, as indicated below in your acceptance of this Agreement.
<PAGE>
16. This Agreement supersedes any other agreement with you
relating to the offer and sale of the Shares, and relating to any
other matter discussed herein.

17. This Agreement shall be binding (i) upon placing your
first order with Underwriter for the purchase of Shares, or (ii)
upon receipt by Underwriter in Cincinnati, Ohio of a counterpart of
this Agreement duly accepted and signed by you, whichever shall
occur first. This Agreement shall be construed in accordance with
the laws of the State of Ohio.

18. The undersigned, executing this Agreement on behalf of
Dealer, hereby warrants and represents that he is duly authorized
to so execute this Agreement on behalf of Dealer.

If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us one copy of this
Agreement.

MIDWEST GROUP FINANCIAL
SERVICES, INC.

By: --------------------------

ACCEPTED BY DEALER:

------------------------------
Firm Name

By:---------------------------
Authorized Signature,
Position

------------------------------
Type or Print Name

ADDRESS (Principal Office):

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

Date:-------------------------
<PAGE>
Midwest Group of Funds Commission Schedule

U.S. Government Securities Fund
Tax-Free Intermediate Term Fund - Class A
Intermediate Term Government Income Fund - Class A
Adjustable Rate U.S. Government Securities Fund - Class A

Total
Dollar Amount of Purchase Sales Dealer
(At Offering Price) Charge* Concession

Less than $100,000 2.00% 1.80%
from $100,000 but under $250,000 1.50% 1.35%
from $250,000 but under $500,000 1.00% .90%
from $500,000 but under $1,000,000 .75% .65%
$1,000,000 and over None None

25 basis points annual trailing commission effective
immediately, paid quarterly.

Equity Fund - Class A
Utility Fund - Class A
Global Bond Fund - Class A
Treasury Total Return Fund
Ohio Insured Tax-Free Fund - Class A

Total
Dollar Amount of Purchase Sales Dealer
(At Offering Price) Charge* Concession

Less than $100,000 4.00% 3.60%
from $100,000 but under $250,000 3.50% 3.30%
from $250,000 but under $500,000 2.50% 2.30%
from $500,000 but under $1,000,000 2.00% 1.80%
$1,000,000 and over None None

25 basis points annual trailing commission effective
immediately, paid quarterly.

Equity Fund - Class C
Utility Fund - Class C
Global Bond Fund - Class C
Ohio Insured Tax-Free Fund - Class C
Tax-Free Intermediate Term Fund - Class C
Intermediate Term Government Income Fund - Class C
Adjustable Rate U.S. Government Securities Fund - Class C

The Funds will be offered to clients at net asset value. A
commission of 1% of the purchase amount of Class C shares
will be paid to participating brokers at the time of
purchase. Purchases of Class C shares are subject to a
contingent deferred sales load, according to the following
schedule:

Year Since Purchase Contingent Deferred
Payment Was Made Sales Load

First Year 1%
Thereafter None

100 basis points annual trailing commission will be paid
quarterly beginning in the thirteenth month.

*As a percentage of offering price.
Brokers may invest for their own account at NAV
No trailing commissions will be paid to a dealer for any
calendar quarter in which the average daily balance of all
accounts in the Midwest Group of Funds (including no-load
money market funds) is less than $1,000,000.<PAGE>

Schedule B

Policies and Procedures
With Respect to Sales
Of Dual Pricing Fund
------------------------

As certain Funds within the Midwest Group (the "Dual Pricing
Funds") offer two classes of Shares subject to different levels of
front-end sales charges, it is important for an investor not only
to choose the Fund that best suits his investment objectives, but
also to choose the sales financing method which best suits his
particular situation. To assist investors in these decisions, we
are instituting the following policy:

1. Any purchase order for $1 million or more must be for
Class A Shares.

2. Any purchase order for $100,000 but less than $1 million
is subject to approval by a registered principal of the
Underwriter, who must approve the purchase order for
either Class A Shares or Class C Shares in light of the
relevant facts and circumstances, including:

(a) the specific purchase order dollar amount;

(b) the length of time the investor expects to hold the
Shares; and

3. Any order to exchange Class A Shares of a Dual Pricing
Fund (or Shares of another Fund having a maximum sales
load equal to or greater than Class A Shares of the Dual
Pricing Funds) for Shares of another Dual Pricing Fund
will be for Class A Shares only. Class C Shares of a
Dual Pricing Fund may be exchanged for either Class A or
Class C Shares of another Dual Pricing Fund, provided
that an exchange of Class C Shares for Class A Shares is
subject to approval by a registered principal of
Underwriter, who must approve the exchange in light of
the relevant facts and circumstances.

<PAGE>
There are instances when one financing method may be more
appropriate than the other. For example, investors who would
qualify for a significant discount from the maximum sales charge on
Class A Shares may determine that payment of such a reduced front-
end sales charge is superior to payment of the higher ongoing
distribution fee applicable to Class C Shares. On the other hand,
an investor whose order would not qualify for such a discount may
wish to pay a lower sales charge and have more of his funds
invested in Class C Shares. If such an investor anticipates that
he will redeem his Shares within a short period of time, the
investor may, depending on the amount of his purchase, choose to
bear higher distribution expenses than if he had purchased Class A
Shares.

In addition, investors who intend to hold their Shares for a
significantly long time may wish to purchase Class A Shares in
order to avoid the higher ongoing distribution expenses of Class C
Shares.

The appropriate supervisor must ensure that all employees
receiving investor inquiries about the purchase of Shares of Dual
Pricing Funds advise the investor of the available financing
methods offered by mutual funds, and the impact of choosing one
method over another. It may be appropriate for the supervisor to
discuss the purchase with the investor.

This policy is effective immediately with respect to any order
for the purchase of Shares of all Dual Pricing Funds. Questions
relating to this policy should be directed to Sharon Karp, Vice
President of the Underwriter, at 513/629-2000.

<PAGE>
MIDWEST GROUP FINANCIAL SERVICES, INC.
Addendum to Dealer's Agreement
--------------------------------------

In addition to the concessions as indicated in Schedule A to the
Dealer's Agreement, you will receive a trailing commission of .25%
per annum (payable quarterly) of the average balance during each
calendar quarter of all accounts in the Funds (excluding Class C
Shares of the Dual Pricing Funds) for which you are the dealer of
record.

Beginning one year from the date of the purchase of Class C Shares
of the Dual Pricing Funds, a trailing commission (payable
quarterly) is also paid with respect to such accounts (equal to
.75% per annum of the average balance during each calendar quarter
of all accounts in the Ohio Insured Tax-Free Fund, the Intermediate
Term Government Income Fund and the Tax-Free Intermediate Term Fund
and 1.00% per annum of the average balance during each calendar
quarter of all accounts in the Equity Fund, the Utility Fund and
the Global Bond Fund).

However, no trailing commissions will be paid to a dealer for any
calendar quarter in which the average daily balance of all accounts
---
in the Midwest Group of Funds (including no-load money market
funds) is less than $1,000,000.

ACCOUNTING AND PRICING SERVICES AGREEMENT
------------------------------------------

THIS AGREEMENT effective as of April 1, 1988 by and
between FINANCIAL INDEPENDENCE TRUST, a Massachusetts
business trust (the "Trust"), and MGF SERVICE CORP., an Ohio
corporation ("MGF").

WITNESSETH THAT:
---------------
WHEREAS, the Trust desires to hire MGF to provide the
Trust with certain accounting and pricing services, and MGF
is willing to provide such services upon the terms and
conditions herein set forth;

NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, the parties hereto,
intending to be legally bound, hereby agree as follows:

1. APPOINTMENT.
-----------
MGF is hereby appointed to provide the Trust with
certain accounting and pricing services, and MGF accepts
such appointment and agrees to provide such services under
the terms and conditions set forth herein.

2. CALCULATION OF NET ASSET VALUE.
------------------------------
MGF will calculate the net asset value of each
series of the Trust and the per share net asset value of
each series of the Trust, in accordance with the Trust's
effective Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, including its current
prospectus and statement of additional information (The
"Registration Statement"), once daily as of the time
selected by the Trust's Board of Trustees. MGF will prepare
and maintain a daily valuation of all securities and other
assets of the Trust in accordance with instructions from a
designated officer of the Trust or its investment adviser
and in the manner set forth in the Registration Statement.
In valuing securities of the Trust, MGF may contract with,
and rely upon market quotations provided by, outside
services.

3. BOOKS AND RECORDS.
-----------------
MGF will maintain such books and records as are
necessary to enable it to perform its duties under this
Agreement, and, in addition, will prepare and maintain
complete, accurate and current all records with respect to
the Trust required to be maintained by the Trust under the
Internal Revenue Code, as amended (the "Code") and under the
general rules and regulations of the Investment Company Act
of 1940, as amended (the "Act"), and will preserve said
records in the manner and for the periods prescribed in the
Code and such rules and regulations. The retention of such
records shall be at the expense of the Trust.

All of the records prepared and maintained by MGF
pursuant to this Paragraph 3 which are required to be
maintained by the Trust under the Code and the Act
("Required Records") will be the property of the Trust. In
the event this Agreement is terminated, all Required Records
shall be delivered to the Trust or to any person designated
by the Trust at the Trust's expense, and MGF shall be
relieved of responsibility for the preparation and
maintenance of any such Required Records delivered to the
Trust or any such person.

4. COOPERATION WITH ACCOUNTANTS.
----------------------------
MGF shall cooperate with the Trust's independent
public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to
assure that the necessary information is made available to
such accountants for the expression of their unqualified
opinion where required for any document for the Trust.

5. FEES AND CHARGES.
----------------
For performing its services under this Agreement,
the Trust shall pay MGF a fee in accordance with the
schedule attached hereto as Schedule A.

6. COMPLIANCE WITH GOVERNMENTAL RULES AND
--------------------------------------
REGULATIONS.
-----------
Except as otherwise provided in this Agreement and
except for the accuracy of information furnished to it by
MGF, the Trust assumes full responsibility for the
preparation, contents and distribution of each prospectus
and statement of additional information of the Trust, for
complying with all applicable requirements of the Act, the
Securities Act of 1933, as amended, and any laws, rules and
regulations of governmental authorities having jurisdiction.

7. CONFIDENTIALITY.
---------------
MGF agrees to treat all records and other
information relative to the Trust and its prior, present or
potential shareholders confidentially and MGF on behalf of
itself and its employees agrees to keep confidential all
such information, except (after prior notification to and
approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where MGF
may be exposed to civil or criminal contempt proceedings for
failure to comply) when requested to divulge such
information by duly constituted authorities or when so
requested by the Trust.

8. REFERENCES TO MGF.
-----------------
The Trust shall not circulate any printed matter
which contains any reference to MGF without the prior
written approval of MGF, excepting solely such printed
matter as merely identifies MGF as Transfer Agent, Plan
Agent, Dividend Disbursing Agent, Shareholder Service Agent
and Accounting and Pricing Services Agent. The Trust will
submit printed matter requiring approval to MGF in draft
form, allowing sufficient time for review by MGF and its
counsel prior to any deadline for printing.

9. EQUIPMENT FAILURES.
------------------
In the event of equipment failures beyond MGF's
control, MGF shall take all steps necessary to minimize
service interruptions but shall have no liability with
respect thereto. MGF shall endeavor to enter into one or
more agreements making provision for emergency use of
electronic data processing equipment to the extent
appropriate equipment is available.

10. INDEMNIFICATION OF MGF.
----------------------
(a) MGF may rely on information reasonably
believed by it to be accurate and reliable. Except as may
otherwise be required by the Investment Company Act of 1940
or the rules thereunder, neither MGF nor its shareholders,
officers, directors, employees, agents, control persons or
affiliates of any thereof shall be subject to any liability
for, or any damages, expenses or losses incurred by the
Trust in connection with, any error of judgment, mistake of
law, any act or omission connected with or arising out of
any services rendered under or payments made pursuant to
this Agreement or any other matter to which this Agreement
relates, except by reason of willful misfeasance, bad faith
or gross negligence on the part of any such persons in the
performance of the duties of MGF under this Agreement or by
reason of reckless disregard by any of such persons of the
obligations and duties of MGF under this Agreement.

(b) Any person, even though also a director,
officer, employee, shareholder or agent of MGF, who may be
or become an officer, trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust
or acting on any business of the Trust (other than services
or business in connection with MGF's duties hereunder), to
be rendering such services to or acting solely for the Trust
and not as a director, officer, employee, shareholder or
agent of, or one under the control or direction of MGF, even
though paid by it.

(c) Notwithstanding any other provision of this
Agreement, the Trust shall indemnify and hold harmless MGF,
its directors, officers, employees, shareholders and agents
from and against any and all claims, demands, expenses and
liabilities (whether with or without basis in fact or law)
of any and every nature which MGF may sustain or incur or
which may be asserted against MGF by any person by reason
of, or as a result of: (i) any action taken or omitted to
be taken by MGF in good faith in reliance upon any
certificate, instrument, order or stock certificate believed
by it to be genuine and to be signed, countersigned or
executed by any duly authorized person, upon the oral
instructions or written instructions of an authorized person
of the Trust or upon the opinion of legal counsel for the
Trust or its own counsel; or (ii) any action taken or
omitted to be taken by MGF in connection with its
appointment in good faith in reliance upon any law, act,
regulation or interpretation of the same even though the
same may thereafter have been altered, changed, amended or
repealed. However, indemnification under this subparagraph
shall not apply to actions or omissions of MGF or its
directors, officers, employees, shareholders or agents in
cases of its or their own gross negligence, willful
misconduct, bad faith, or reckless disregard of its or their
own duties hereunder.

11. MAINTENANCE OF INSURANCE COVERAGE.
---------------------------------
At all times during the term of this Agreement,
MGF shall be a named insured party on the Trust's Errors &
Omissions policy and the Trust's Fidelity Bond, both of
which shall include coverage of MGF's officers and
employees. MGF shall pay its allocable share of the cost of
such policies in accordance with the provisions of the Act.
The scope of coverage and amount of insurance limits
applicable to the Trust on such policies shall also be made
applicable to MGF.

12. FURTHER ACTIONS.
---------------
Each party agrees to perform such further acts and
execute such further documents as are necessary to
effectuate the purposes hereof.

13. TERMINATION.
-----------
(a) The provisions of this Agreement shall be
effective on April 1, 1988, shall continue in effect for one
year from that date and shall continue in force from year to
year thereafter, but only so long as such continuance is
approved (1) by MGF, (2) by vote, cast in person at a
meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this Agreement or interested
persons (as defined in the Act) of any such party, and (3)
by vote of a majority of the Trust's Board of Trustees or a
majority of the Trust's outstanding voting securities.

(b) Either party may terminate this Agreement on
any date by giving the other party at least sixty (60) days'
prior written notice of such termination specifying the date
fixed therefor.

(d) In the event that in connection with the
termination of this Agreement a successor to any of MGF's
duties or responsibilities under this Agreement is
designated by the Trust by written notice to MGF, MGF shall,
promptly upon such termination and at the expense of the
Trust, transfer all Required Records and shall cooperate in
the transfer of such duties and responsibilities, including
provision for assistance from MGF's cognizant personnel in
the establishment of books, records and other data by such
successor.

14. SERVICES FOR OTHERS.
-------------------
Nothing in this Agreement shall prevent MGF or any
affiliated person (as defined in the Act) of MGF from
providing services for any other person, firm or corporation
(including other investment companies); provided, however,
that MGF expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this
Agreement.

15. MISCELLANEOUS.
-------------
The captions in this Agreement are included for
convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect.

16. LIMITATION OF LIABILITY.
-----------------------
The term "Financial Independence Trust" means and
refers to the trustees from time to time serving under the
Trust's Declaration of Trust as the same may subsequently
thereto have been, or subsequently hereto may be, amended.
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the
Trust, personally, but bind only the trust property of the
Trust. This Agreement has been authorized by the trustees
of the Trust and signed by an officer of the Trust, acting
as such, and neither such authorization by such trustees nor
such execution by such officer shall be deemed to have been
made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust
property of the Trust.

17. SEVERABILITY.
------------
In the event any provision of this Agreement is
determined to be void or unenforceable, such determination
shall not affect the remainder of this Agreement, which
shall continue to be in force.

18. QUESTIONS OF INTERPRETATION.
---------------------------
(a) This Agreement shall be governed by the laws
of the State of Ohio.

(b) Any question of interpretation of any term or
provision of this Agreement having a counterpart in or
otherwise derived from a term or provision of the Act shall
be resolved by reference to such term or provision of the
Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said
Act. In addition, where the effect of a requirement of the
Act, reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.

19. NOTICES.
-------
Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to
the other party at such address as such other party may
designate for the receipt of such notice. Until further
notice to the other party, it is agreed that the address of
the Trust and of MGF for this purpose shall be 700 Dixie
Terminal Building, Cincinnati, Ohio 45202.

20. BINDING EFFECT.
--------------
Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign
this Agreement on behalf of the party indicated, and that
his signature will operate to bind the party indicated to
the foregoing terms.

21. COUNTERPARTS.
------------
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.

22. FORCE MAJEURE.
-------------
If MGF shall be delayed in its performance of
services or prevented entirely or in part from performing
services due to causes or events beyond its control,
including and without limitation, acts of God, interruption
of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages,
national emergencies, explosion, flood, accident, earthquake
or other catastrophe, fire, strike or other labor problems,
legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts,
materials, labor or transportation, such delay or non-
performance shall be excused and a reasonable time for
performance in connection with this Agreement shall be
extended to include the period of such delay or non-
performance.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.

FINANCIAL INDEPENDENCE TRUST

By /s/ Thomas J. Westerfield
------------------------------

MGF SERVICE CORP.

By /s/ Thomas J. Westerfield
------------------------------

<PAGE>
Schedule A
-----------

Effective July 1, 1995

COMPENSATION
--------------

For Fund Accounting and Portfolio Pricing:

U.S. Government Securities Fund

Asset Size Monthly Fee
---------------------------- -----------
0 - $ 50,000,000 $3,250
50,000,000 - 100,000,000 3,750
100,000,000 - 250,000,000 4,250
Over 250,000,000 4,750

Treasury Total Return Fund

Asset Size Monthly Fee
----------------------------- -----------
0 - $ 50,000,000 $2,750
50,000,000 - 100,000,000 3,250
100,000,000 - 250,000,000 3,750
Over 250,000,000 4,250

Utility Fund
Equity Fund

Asset Size Monthly Fee
----------------------------- -----------
0 - $ 50,000,000 $3,500
50,000,000 - 100,000,000 4,000
100,000,000 - 150,000,000 4,500
150,000,000 - 200,000,000 5,000
200,000,000 - 250,000,000 5,500
Over - 250,000,000 6,500

Each Fund shall pay as an out-of-pocket expense all
costs of external pricing services.

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

As independent public accountants, we hereby consent to the
use in this Post-Effective Amendment No. 29 of our report
dated May 3, 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
July 28, 1995

ADMINISTRATION AGREEMENT
-------------------------

This Agreement is made between -----------------------
("Administrator") and Midwest Trust, Midwest Group Tax Free Trust
and Midwest Strategic Trust (collectively the "Trusts" and
individually the "Trust"), the issuer of shares of beneficial
interest ("Shares") of the mutual funds set forth on Schedule A
to this Agreement (collectively the "Funds" and individually the
"Fund"). In consideration of the mutual covenants hereinafter
contained, it is hereby agreed by and between the parties hereto
as follows:

1. The Trusts hereby appoint Administrator to render or
cause to be rendered administrative support services to each Fund
and its shareholders, which services may include, without
limitation: aggregating and processing purchase and redemption
requests and placing net purchase and redemption orders with the
Fund's transfer agent; answering client inquiries about the Fund
and referring to the Trust those inquiries which the
Administrator is unable to answer; assisting clients in changing
dividend options, account designations and addresses; performing
sub-accounting; establishing, maintaining and closing shareholder
accounts and records; investing client account cash balances
automatically in Shares of the Fund; providing periodic
statements showing a client's account balance, integrating such
statements with those of other transactions and balances in the
client's other accounts serviced by the Administrator and
performing such other recordkeeping as is necessary for the
Fund's transfer agent to comply with all the recordkeeping
requirements of the Investment Company Act of 1940 and the
regulations promulgated thereunder; arranging for bank wires; and
providing such other information and services as the Trust
reasonably may request, to the extent the Administrator is
permitted by applicable statute, rule or regulation to provide
these services.

2. Administrator shall provide such office space and
equipment, telephone facilities and personnel (which may be all
or any part of the space, equipment and facilities currently used
in Administrator's business, or all or any personnel employed by
Administrator) as is necessary or beneficial for providing
information and services to shareholders of each Fund, and to
assist each Trust in servicing accounts of clients.
Administrator shall transmit promptly to clients all
communications sent to it for transmittal to clients by or on
behalf of a Trust, a Fund, or a Trust's investment adviser,
custodian or transfer or dividend disbursing agent.

3. On each account in certain Funds for which the
Administrator is to render administrative support services,
Administrator will receive a fee, as set forth on Schedule B,
equal to the normal dealer's discount from the public offering
price on the Shares purchased by such accounts. During the term
of this Agreement, each Trust or the Trust's investment adviser
or underwriter will also pay to the Administrator quarterly one-
fourth of the annual administration fees set forth in Schedule B
hereto. Administrator shall notify the Trust if Administrator
directly charges a fee to Fund shareholders for its
administrative support services as described in this Agreement.

4. Administrator agrees to comply with the requirements of
all laws applicable to it, including but not limited to, ERISA,
federal and state securities laws and the rules and regulations
promulgated thereunder. Administrator agrees to provide services
to each Trust in compliance with the then current Prospectus and
Statement of Additional Information of the Trust and the
operating procedures and policies established by the Trust,
including, but not limited to, required minimum investment and
minimum account size.

5. No person is authorized to make any representations
concerning a Fund or its Shares except those contained in the
current Prospectus or Statement of Additional Information of the
applicable Trust and any such information as may be officially
designated as information supplemental to the Prospectus.
Additional copies of any Prospectus and any printed information
officially designated as supplemental to such Prospectus will be
supplied by the Trust to Administrator in reasonable quantities
on request.

6. Administrator agrees that it will provide
administrative support services only to those persons who reside
in any jurisdiction in which a Fund's Shares are registered for
sale and in which the Administrator may lawfully provide such
services. Upon request, the Trusts shall provide the
Administrator with a list of the states in which each Fund's
Shares are registered for sale and shall keep such list updated.

7. In no transaction shall Administrator have any
authority whatsoever to act as agent for any Trust, any Fund or
any person affiliated with any Trust or Fund.

8. The Administrator agrees not to solicit or cause to be
solicited directly, or indirectly at any time in the future, any
proxies from the shareholders of a Trust in opposition to proxies
solicited by management of the Trust, unless a court of competent
jurisdiction shall have determined that the conduct of a majority
of the Board of Trustees of the Trust constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of
their duties. This paragraph 8 will survive the term of this
Agreement.

9. The Administrator shall prepare such quarterly reports
for each Trust as shall reasonably be requested by the Trust. In
addition, the Administrator will furnish the Trust or its
designees with such information as the Trust or they may
reasonably request (including, without limitation, periodic
certifications confirming the provision to clients of the
services described herein), and will otherwise cooperate with the
Trust and its designees (including, without limitation, any
auditors designated by the Trust), in connection with the
preparation of reports to the Trust's Board of Trustees
concerning this Agreement and the monies paid or payable by the
Trust or the Trust's investment adviser or underwriter pursuant
hereto, as well as any other reports or filings that may be
required by law.

10. The Administrator acknowledges that any Trust may enter
into similar agreements with others without the consent of the
Administrator.

11. Each Trust reserves the right, at its discretion and
without notice, to suspend the sale of Shares or withdraw the
sale of Shares of any Fund.

12. The Trust's underwriter has adopted compliance
standards, attached hereto as Schedule C, as to when Class A and
Class C Shares of the Dual Pricing Funds may appropriately be
sold to particular investors. The Administrator agrees that all
persons associated with it will conform to such standards.

13. With respect to each Fund, this Agreement shall
continue in effect for one year from the date of its execution,
and thereafter for successive periods of one year if the form of
this Agreement is approved as to the Fund at least annually by
the Trustees of the applicable Trust, including a majority of the
members of the Board of Trustees of the Trust who are not
interested persons ("Disinterested Trustees") of the Trust and
have no direct or indirect financial interest in the operations
of the Trust's Rule 12b-1 Plan ("Plan") or in any documents
related to the Plan cast in person at a meeting for that purpose.
In the event this Agreement, or any part thereof, is found
invalid or is ordered terminated by any regulatory or judicial
authority, or the Administrator shall fail to perform the
shareholder servicing and administrative functions contemplated
hereby, this Agreement is terminable effective upon receipt of
notice thereof by the Administrator.

14. Notwithstanding paragraph 13, this Agreement may be
terminated with respect to any Fund as follows:

(a) at any time, without the payment of any penalty,
by the vote of a majority of the Disinterested Trustees of
the applicable Trust or by a vote of a majority of the
outstanding voting securities of the Fund on not more than
thirty (30) days' written notice to the parties to this
Agreement;

(b) automatically in the event of the Agreement's
assignment as defined in the Investment Company Act of 1940;
or

(c) by any party to the Agreement without cause by
giving the other parties at least thirty (30) days' written
notice of its intention to terminate.

15. Any termination of this Agreement shall not affect the
provisions of paragraph 18, which shall survive the termination
of this Agreement and continue to be enforceable thereafter.

16. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors.

17. This Agreement is not intended to, and shall not,
create any rights against any party hereto by any third person
solely on account of this Agreement.

18. The Administrator shall provide such security as is
necessary to prevent unauthorized use of any computer hardware or
software provided to it by or on behalf of the Trusts, if any.
The Administrator agrees to release, indemnify and hold harmless
each Fund, each Trust, each Trust's transfer agent, custodian,
investment adviser and underwriter, and their respective
principals, directors, trustees, officers, employees and agents
from any and all direct or indirect liabilities or losses
resulting from requests, directions, actions or inactions of or
by the Administrator, its officers, employees or agents regarding
the purchase, redemption, transfer or registration of Shares for
accounts of the Administrator, its clients and other
shareholders. Such indemnity shall also cover any losses and
liabilities incurred by and resulting from the Administrator's
performance of or failure to perform its obligations or its
breach of any representations or warranties under this Agreement.
Principals of the Administrator will be available to consult from
time to time with each Trust concerning the administration and
performance of the services contemplated by this Agreement.

19. This Agreement may be amended only by an agreement in
writing signed by the Administrator and the Trusts.

20. The obligations of each Trust under this Agreement
shall not be binding upon any of the Trustees, shareholders,
nominees, officers, agents or employees of the Trust, personally,
but shall bind only the property of the Trust, as provided in the
Trust's Agreement and Declaration of Trust. The execution and
delivery of this Agreement has been authorized by the Trustees
and signed by a duly authorized officer of the Trust, acting as
such, and neither the authorization by the Trustees nor the
execution and delivery by such officer of the Trust shall be
deemed to have been made by any of them individually or to impose
any liability on any of them personally, but shall bind only the
property of the Trust as provided in its Agreement and
Declaration of Trust.

21. This Agreement does not authorize the Administrator to
participate in any activities relating to the sale or
distribution of the Shares, and the Administrator agrees that it
shall not participate in such activities.

22. If any provision of this Agreement, or any covenant,
obligation or agreement contained herein, is determined by a
court to be invalid or unenforceable, the parties agree that (a)
such determination shall not affect any other provision,
covenant, obligation or agreement contained herein, each of which
shall be construed and enforced to the full extent permitted by
law, and (b) such invalid or unenforceable portion shall be
deemed to be modified to the extent necessary to permit its
enforcement to the maximum extent permitted by applicable law.

23. This Agreement shall be construed in accordance with
the laws of the State of Ohio.

IN WITNESS WHEREOF, this Agreement has been executed for the
Trusts and the Administrator by their duly authorized officers,
on this --- day of ------------, 199--.

----------------------------- MIDWEST TRUST
Administrator

By: ---------------------- By: /s/ Robert H. Leshner
Authorized Siganture ---------------------
Authorized Signature

MIDWEST GROUP TAX FREE TRUST

By: /s/ Robert H. Leshner
----------------------
Authorized Signature

MIDWEST STRATEGIC TRUST

By: /s/ Robert H. Leshner
----------------------
Authorized Signature

Schedule A
----------

SCHEDULE OF MUTUAL FUNDS
-------------------------

Midwest Trust
-------------
Intermediate Term Government Income Fund
Adjustable Rate U.S. Government Securities Fund
* Short Term Government Income Fund
Global Bond Fund

Midwest Group Tax Free Trust
----------------------------

Tax-Free Intermediate Term Fund
Ohio Insured Tax-Free Fund
* Ohio Tax-Free Money Fund
* Tax-Free Money Fund
* California Tax-Free Money Fund
* Royal Palm Florida Tax-Free Money Fund

Midwest Strategic Trust
-----------------------

U.S. Government Securities Fund
Treasury Total Return Fund
Utility Fund
Equity Fund

* No-load money market fund.

<PAGE>
Schedule B
----------
Midwest Group of Funds Commission Schedule