MIDWEST STRATEGIC TRUST
DEFS14A, 1997-01-14
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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.   )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as         
    permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or         
    240.14a-12

                  Midwest Strategic Trust
- ------------------------------------------------------------
      (Name of Registrant as Specified in Its Charter)

- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the  
 Registrant)

Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 
    14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of 
    Schedule 14A.
[ ] $500 per each party to the controversy pursuant to       
    Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 
    14a-6(i)(4) and 0-11.

    1) Title of each class of securities to which
       transaction applies:

       ---------------------------------------------------
    2) Aggregate number of securities to which transaction
       applies:

       ---------------------------------------------------
   3)  Per unit price or other underlying value of
       transaction computed pursuant to Exchange Act Rule
       0-11 (Set forth the amount on which the filing fee
       is calculated and state how it was determined):

       ---------------------------------------------------
   4)  Proposed maximum aggregate value of transaction:

       ---------------------------------------------------
   5)  Total fee paid:

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

[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided   
    by Exchange Act Rule 0-11(a)(2) and identify the filing  
    for which the offsetting fee was paid previously.        
    Identify the previous filing by registration statement   
    number, or the Form or Schedule and the date of its      
    filing.

     1) Amount Previously Paid:

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

     2) Form, Schedule or Registration Statement No.:

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

     3) Filing Party:

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

     4) Date Filed:

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

<PAGE>

                             MIDWEST STRATEGIC TRUST
                         SPECIAL MEETING OF SHAREHOLDERS
                                FEBRUARY 28, 1997
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

(Name of Fund)

The undersigned hereby appoints Robert H. Leshner and John F. Splain, and each
of them, as Proxies with power of  substitution  and hereby  authorizes  each of
them to represent and to vote as provided on the reverse side,  all shares of
beneficial interest of the above Fund which the undersigned is entitled to vote
at the special meeting of shareholders to be held on February 28, 1997 or at any
adjournment thereof.

The undersigned  acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated January 10, 1997.


                           Date: ____________________

                           NOTE:  Please sign  exactly
                           as  your  name  appears  on
                           this proxy.  If signing for
                           an    estate,    trust   or
                           corporation,    title    or
                           capacity  should be stated.
                           If  the   shares  are  held
                           jointly,    both    signers
                           should  sign,  although the
                           signature  of one will bind
                           the other.

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

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

                           Signature(s) PLEASE SIGN IN BOX ABOVE




<PAGE>



PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOXES
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL.  DO NOT
USE RED INK.

IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE 
NOMINEES INDICATED AND FOR THE PROPOSALS DESCRIBED HEREIN

1.  With respect to approval of a new investment advisory
agreement with Midwest Group Financial Services, Inc., to become
effective upon the closing of the proposed acquisition of Leshner
Financial, Inc. by Countrywide Credit Industries, Inc.

FOR                AGAINST               ABSTAIN
[  ]               [  ]                  [  ]

2.  Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the contrary below).

FOR                WITHHOLD
[  ]               [  ]

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEE'S NAME ON THE LINE BELOW.

D. Bogdon, J. Delfino, H.J. Lerner, R. Leshner, A. Mozilo, O. Robertson, 
J. Seymour, S. Sterpa

3. With respect to  ratification  of the selection of Arthur Andersen LLP as the
Trust's independent public accountants for the current fiscal year.

FOR                AGAINST               ABSTAIN
[  ]               [  ]                  [  ]

4. In their discretion, the Proxies are authorized to vote upon such other
matters as may properly come before the meeting.



PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE SIDE, AND RETURN IT 
PROMPTLY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN 
THE UNITED STATES.



<PAGE>



                             MIDWEST STRATEGIC TRUST
                                312 Walnut Street
                             Cincinnati, Ohio 45202

                                                     January 20, 1997



Dear Shareholder:

         You are cordially  invited to attend a Special  Meeting of Shareholders
of Midwest Strategic Trust to be held on Friday,  February  28,  1997 at 10:00
a.m., Eastern time, in the 10th Floor Conference Center at 312 Walnut Street,
Cincinnati, Ohio 45202.

         We have previously informed you of some recent developments  involving
Midwest Group Financial Services,  Inc. (the "Adviser"),  the Trust's investment
adviser and principal  underwriter,  and its parent company,  Leshner Financial,
Inc.  ("LFI").  On December 10, 1996,  the shareholders of LFI entered into an
Agreement for Exchange of Stock with Countrywide Credit Industries, Inc.
("CCI"), a publicly-held company and the nation's largest independent mortgage
lender and  servicer.  Pursuant to the Agreement, CCI will acquire all of the
outstanding stock of LFI.

         Widely  recognized  as a skilled  innovator of  financial  products and
services,  CCI offers mortgage products to home buyers.  In addition,  CCI has a
loan  servicing  operation  and a variety of  ancillary  financial  products and
services which augments its mortgage lending and servicing operations.

         We view this  transaction as very positive for a number of reasons.  We
will  have  access  to  CCI's  broad  managerial,  financial  and  technological
resources.  Moreover,  nothing will change regarding the management of the Trust
or  the   investment   strategies  we  employ.   The  full  team  of  investment
professionals  assigned  to  the  Trust  will  remain  as it  currently  exists.
Moreover,  founder  Robert H. Leshner will continue his role as President of the
Trust and as Chairman of the Adviser.

     This  transaction  with CCI will allow the present  management team to stay
active in the Trust's operations without changing the existing corporate culture
or the  delivery of client  service.  We believe  that these events will further
strengthen the Trust as we plan for the future.

         Under the  Investment  Company Act of 1940,  the stock  transaction  is
considered an  assignment  of the  investment  advisory  agreements  between the
Adviser and the Trust. The advisory  agreements  require that we obtain approval
from shareholders of a new investment  advisory  agreement for each of the Funds
as a result of the transaction. Upon completion of such transaction, the Adviser
will change its name but will continue to carry on its business with its current
management.


<PAGE>



You are also  being  asked to elect a new slate of  trustees  and to ratify  the
selection of Arthur Andersen LLP as the Trust's  independent  public accountants
for the current fiscal year.

     The Board of Trustees has given full and careful  consideration  to each of
these matters and has concluded  that the proposals are in the best interests of
the Trust and its shareholders.  The Board of Trustees therefore recommends that
you vote "FOR" each of the matters discussed herein.

         Regardless  of the number of shares you own, it is important  that they
are  represented  and  voted.  If  you  cannot  personally  attend  the  special
shareholders'  meeting,  we would appreciate your promptly  voting,  signing and
returning the enclosed proxy in the postage-paid envelope provided.

                                                Very truly yours,

                                                /s/ Robert H. Leshner

                                                Robert H. Leshner
                                                President



<PAGE>



                             MIDWEST STRATEGIC TRUST

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                         To Be Held on February 28, 1997


         NOTICE IS  HEREBY  GIVEN  that a special  meeting  of  shareholders  of
Midwest  Strategic Trust (the "Trust") will be held in the 10th Floor Conference
Center at 312 Walnut Street,  Cincinnati,  Ohio 45202,  on Friday,  February 28,
1997 at 10:00 a.m., Eastern time, to consider and vote on the following matters:

1.       To approve or disapprove, with respect to each series of the
         Trust, a new investment advisory agreement with Midwest
         Group Financial Services, Inc., to become effective upon the
         closing of the proposed acquisition of Leshner Financial,
         Inc. by Countrywide Credit Industries, Inc.  No fee increase is
         proposed;

2.       To elect eight trustees, each to serve until his successor
         is duly elected and shall qualify;

3.       To ratify or reject the selection of Arthur Andersen LLP as
         the Trust's independent public accountants for the current
         fiscal year.  No change in accountants is proposed; and

4.       To transact any other business, not currently contemplated,
         that may properly come before the meeting in the discretion
         of the proxies or their substitutes.

         Shareholders  of record at the close of business on January 3, 1997 are
entitled to notice of and to vote at this meeting or any adjournment thereof.

                                         By order of the Board of Trustees,

                                         /s/ John F. Splain

                                        John F. Splain
January 10, 1997                        Secretary
- -------------------------------------------------------------------------------
     Please  execute the  enclosed  proxy and return it promptly in the enclosed
envelope, thus avoiding unnecessary expense and delay. No postage is required if
mailed in the United  States.  The proxy is  revocable  and will not affect your
right to vote in person if you attend the meeting.



<PAGE>



                             MIDWEST STRATEGIC TRUST

                         SPECIAL MEETING OF SHAREHOLDERS
                         To Be Held on February 28, 1997
       -----------------------------------------------------------------

                                 PROXY STATEMENT
       -----------------------------------------------------------------

         This proxy statement is furnished in connection  with the  solicitation
by the Board of Trustees of Midwest Strategic Trust ("the Trust") of proxies for
use at the special meeting of shareholders  or at any adjournment  thereof.  The
proxy  statement and form of proxy were first mailed to shareholders on or about
January 20, 1997.

     The  purpose  of the  meeting is to  consider  approval  of new  investment
advisory  agreements  between  Midwest  Group  Financial  Services,   Inc.  (the
"Adviser")  and the  Trust as a result of a  proposed  transaction  whereby  the
Adviser, by means of an exchange of stock of the Adviser's parent company,  will
become a wholly-owned indirect subsidiary of Countrywide Credit Industries, Inc.
("CCI"). Upon completion of such transaction, it is anticipated that the Adviser
will  continue  to carry on its  business  with its  current  management  at its
current location. Shareholders are being asked to elect a new slate of trustees,
subject to consummation of the proposed transaction. Shareholders are also being
asked to ratify the selection of Arthur Andersen LLP as the Trust's  independent
public accountants.

         A proxy, if properly executed,  duly returned and not revoked,  will be
voted in accordance with the  specifications  thereon. A proxy which is properly
executed  that has no voting  instructions  with  respect to a proposal  will be
voted for that proposal.  A shareholder  may revoke a proxy at any time prior to
use by filing with the Secretary of the Trust an instrument  revoking the proxy,
by  submitting a proxy  bearing a later date,  or by attending and voting at the
meeting.

         The Trust has retained Management Information Services Corp. ("MIS") to
solicit proxies for the special  meeting.  MIS is responsible for printing proxy
cards, mailing proxy material to shareholders,  soliciting brokers,  custodians,
nominees and  fiduciaries,  tabulating the returned proxies and performing other
proxy  solicitation   services.   The  anticipated  cost  of  such  services  is
approximately  $8,000,  and will be paid LFI. LFI will also pay the printing and
postage costs of the solicitation.

         In addition to solicitation  through the mail, proxies may be solicited
by officers,  employees and agents of the Trust without cost to the Trust.  Such
solicitation  may be by telephone,  facsimile or otherwise.  LFI will  reimburse
MIS, brokers,  custodians,  nominees and fiduciaries for the reasonable expenses
incurred by them in  connection  with  forwarding  solicitation  material to the
beneficial owners of shares held of record by such persons.



<PAGE>



         The Trust's  annual report for the fiscal year ended March 31, 1996 and
the Trust's most recent  semiannual report are available at no charge by writing
to the Trust at 312 Walnut Street, 21st Floor, Cincinnati,  Ohio 45202-4094,  or
by calling the Trust nationwide toll-free 800-543-0407, in Cincinnati 629-
2050.

OUTSTANDING SHARES AND VOTING REQUIREMENTS

         The Board of  Trustees  has fixed the close of  business  on January 3,
1997 as the record date for the determination of shareholders entitled to notice
of and to  vote  at the  special  meeting  of  shareholders  or any  adjournment
thereof.  The Trust is  composed of four  separate  funds,  the U.S.  Government
Securities Fund, the Treasury Total Return Fund, the Utility Fund and the Equity
Fund  (individually a "Fund" and  collectively,  the "Funds"),  each of which is
represented by a separate series of the Trust's shares. The Utility Fund and the
Equity Fund series each offer two classes of shares, Class A and Class C shares.
As of the record date there were 8,055,610.327 shares of beneficial interest, no
par value, of the Trust outstanding, comprised of 2,192,675.329  shares of the
U.S.  Government  Securities  Fund,  1,344,428.868  shares of the Treasury Total
Return Fund,  3,320,336.384  shares of the Utility Fund and 1,198,169.746 shares
of the Equity Fund. All full shares of the Trust are entitled to one vote,  with
proportionate voting for fractional shares.

     On January 3, 1997, Amivest  Corporation,  P.O. Box 370 Cooper Station, New
York,  New York  owned of  record  21.1% of the  outstanding  shares of the U.S.
Government  Securities Fund; Merrill Lynch, Pierce, Fenner & Smith Incorporated,
for the sole benefit of its customers,  4800 Deer Lake Drive East, Jacksonville,
Florida  owned of record 6.4% of the  outstanding  shares of the  Utility  Fund;
Martin S. Goldfarb,  M.D., 919 N. Crescent,  Beverly Hills,  California owned of
record 8.6% of the outstanding  shares of the Equity Fund; and Orflex  Employees
401(k) Plan, 470 W. Northland Boulevard,  Cincinnati,  Ohio owned of record 7.3%
of the  outstanding  shares of the Equity Fund.  No other person owned of record
and,  according to  information  available  to the Trust,  no other person owned
beneficially, 5% or more of the outstanding shares of the Trust (or any Fund) on
the record date.

         If a quorum (more than 50% of the  outstanding  shares of the Trust and
of each Fund) is  represented  at the  meeting,  the vote of a  majority  of the
outstanding  shares of a Fund is required  for  approval  of the new  investment
advisory  agreement  with the Adviser  with respect to that Fund (Item I below).
The vote of a majority of the  outstanding  shares for  purposes of Item I means
the vote of the lesser of (1) 67% or more of the shares present



                                                     - 2 -

<PAGE>



or represented  by proxy at the meeting,  if the holders of more than 50% of the
outstanding  shares are present or represented by proxy, or (2) more than 50% of
the  outstanding  shares.  The  vote  of  a  plurality  of  the  Trust's  shares
represented  at the meeting is required  for the  election of trustees  (Item II
below).  The vote of a simple  majority of the shares  voted is required for the
ratification of the selection of Arthur  Andersen LLP as the independent  public
accountants for each Fund (Item III below).

     If the  meeting is called to order but a quorum is not  represented  at the
meeting,  the  persons  named as proxies  may vote the  proxies  which have been
received to adjourn  the meeting to a later date.  If a quorum is present at the
meeting but sufficient  votes to approve the proposals  described herein are not
received,  the persons named as proxies may propose one or more  adjournments of
the meeting to permit further solicitation of proxies. Any such adjournment will
require the  affirmative  vote of a majority of those shares  represented at the
meeting in person or by proxy.  The  persons  named as  proxies  will vote those
proxies  received  which  voted  in favor  of the  proposal  in favor of such an
adjournment  and will vote  those  proxies  received  which  voted  against  the
proposal against any such adjournment. A shareholder vote may be taken on one or
more of the proposals in this proxy statement  prior to any such  adjournment if
sufficient votes have been received and it is otherwise appropriate. Abstentions
and "broker non-votes" are counted for purposes of determining  whether a quorum
is present but do not represent  votes cast with respect to a proposal.  "Broker
non-votes" are shares held by a broker or nominee for which an executed proxy is
received  by the Trust,  but are not voted as to one or more  proposals  because
instructions  have not been  received  from the  beneficial  owners  or  persons
entitled to vote and the broker or nominee  does not have  discretionary  voting
power.

         The  trustees of the Trust  intend to vote all of their shares in favor
of the proposals described herein. On the record date, all nominees for election
of trustees and officers as a group owned of record or beneficially  1.3% of the
outstanding shares of the Equity Fund and less than 1% of the outstanding shares
of each of the other Funds.

I.       APPROVAL OR DISAPPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS
         WITH MIDWEST GROUP FINANCIAL SERVICES, INC.

         TERMS OF THE ACQUISITION.  Pursuant to an  Agreement  for  Exchange of
Stock (the "Acquisition  Agreement") dated December 10, 1996 between CCI and the
shareholders of Leshner Financial,  Inc. ("LFI"),  CCI has agreed to acquire all
of the outstanding common stock of LFI in exchange for newly issued common stock
of CCI (the "Acquisition"). The Adviser is a wholly-owned



                                                     - 3 -

<PAGE>



subsidiary  of LFI, of which Robert H. Leshner is the  controlling  shareholder.
MGF Service Corp. ("MGF"), the Trust's administrator, transfer agent and
accounting  and pricing agent,  is also a  wholly-owned  subsidiary of LFI. As a
result of the Acquisition, the Adviser and MGF will become wholly-owned indirect
subsidiaries  of CCI.  The  value of the CCI  common  stock to be  issued in the
Acquisition is $18.5 million,  subject to certain  adjustments in the event that
the trading price of CCI common stock at the closing is either  greater than $29
per share or less than $24 per share.  Pursuant  to the  Acquisition  Agreement,
$2.5 million of the  purchase  price  payable to Mr.  Leshner and members of his
family  will be  withheld  at closing and paid over the next five years based on
the achievement of specified pre-tax earnings goals.

         The  consummation of the Acquisition is subject to the  satisfaction of
various  conditions  subsequent  to  closing,  including,  but not  limited  to,
obtaining  shareholder  approval of new investment  advisory  agreements for the
Funds and the other funds within the Midwest Group complex, such that the assets
under  management by the Adviser under such new  agreements  are at least 90% of
the amount of assets managed under the present investment advisory agreements on
the date the  Acquisition  Agreement  was  executed;  obtaining  approval of new
servicing  agreements  between MGF and its other investment company clients from
each  client's  board,  such that the  projected  fee income  under all such new
agreements  is at least  90% of the  projected  fee  income  under  the  present
servicing  agreements;  obtaining  consent to the  assignment of  non-investment
company  advisory  contracts of the Adviser,  such that projected fee income for
such contracts for which consent has been given is at least 90% of the projected
fee income for all such contracts  presently in force;  any further consents and
regulatory   approvals   required  to  consummate  the  Acquisition;   favorable
composition,  in the sole  discretion  of CCI,  of the Board of  Trustees of the
Trust and the other funds within the Midwest  Group  complex,  which shall be in
compliance  with Section 15(f) of the Investment  Company Act of 1940 (the "1940
Act"); the execution and delivery of an employment and non-competition agreement
from  certain  key  employees  of LFI and its  subsidiaries;  the receipt by the
parties to the  Acquisition  Agreement of certain  legal and tax  opinions;  the
absence  of  any  litigation  or  other  event  prior  to  consummation  of  the
Acquisition   that  could  have  a  material   adverse  affect  on  LFI  or  its
subsidiaries;  and the receipt of an opinion  and  independent  appraisal  which
provides that the  Acquisition  is fair to the  participants  in LFI's  Employee
Stock  Ownership  Plan and that the fair market  value of the LFI shares held by
LFI's Employee Stock Ownership Plan is not greater than the  consideration to be
received by the participants in connection with the Acquisition.




                                                     - 4 -

<PAGE>



     The Acquisition  Agreement  contemplates  that certain key personnel of the
Adviser will enter into  employment  and  non-competition  agreements  with CCI,
which is intended to assure that the Adviser  will  continue to operate with its
same investment personnel and officers. Upon completion of the Acquisition,  the
Adviser  expects  to  retain  the  services  of all of  its  current  management
personnel,  including  Robert H. Leshner,  who intends to enter into a five-year
employment agreement with CCI.  Furthermore,  no changes in the Adviser's method
of operation, or the location where it conducts its business, are contemplated.

         Under the 1940 Act, a transaction  which results in a change of control
or management of an investment  adviser may be deemed an "assignment."  The 1940
Act further provides that an investment  advisory  agreement will  automatically
terminate in the event of its assignment.  The Acquisition constitutes a "change
in  control"  of the  Adviser  for  purposes  of the 1940 Act and will cause the
"assignment"  and  resulting  termination  of the  present  investment  advisory
agreements.  Accordingly,  the Board of Trustees  recommends that new investment
advisory agreements (the "New Management  Agreements") between the Trust and the
Adviser,  on behalf of each Fund, be approved by  shareholders of the applicable
Fund.

         Section  15(f) of the  1940  Act  provides  that  when a change  in the
control of an investment  adviser occurs,  the investment  adviser or any of its
affiliated persons may receive any amount or benefit in connection  therewith as
long as two  conditions  are satisfied.  First,  an "unfair  burden" must not be
imposed on the investment company as a result of the transaction relating to the
change of control, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" includes any arrangement during the
two-year period after the change in control  whereby the investment  adviser (or
predecessor or successor adviser), or any interested person of any such adviser,
receives or is entitled to receive  any  compensation,  directly or  indirectly,
from the  investment  company or its security  holders (other than fees for bona
fide  investment  advisory or other  services) or from any person in  connection
with the purchase or sale of securities or other property to, from, or on behalf
of the investment company (other than fees for bona fide principal  underwriting
services). No such compensation arrangements are contemplated as a result of the
Acquisition.

         The second condition is that, during the three-year period  immediately
following consummation of the transaction,  at least 75% of the Trust's Board of
Trustees  must  not  be  "interested  persons"  of  the  investment  adviser  or
predecessor investment adviser within the meaning of the 1940 Act. No interested
person of the Adviser within the meaning of the 1940 Act will serve on



                                                     - 5 -

<PAGE>



the Board of Trustees of the Trust  during  such  period if such  service  would
cause this condition to be violated.

         THE PRESENT MANAGEMENT AGREEMENTS.  The Adviser  currently  provides
investment  advisory services to the Funds pursuant to three separate investment
advisory  agreements between the Trust and the Adviser,  which are substantially
identical  to each other in all  respects  except for  different  effective  and
termination  dates.  Each of the  current  investment  advisory  agreements  are
referred to individually as a "Present Management Agreement" and collectively as
the "Present  Management  Agreements."  The Present  Management  Agreement  with
respect to the U.S.  Government  Securities  Fund and the Treasury  Total Return
Fund is dated March 31, 1989 and was last approved by  shareholders of each Fund
on that date. The Present Management  Agreement with respect to the Utility Fund
is dated August 15, 1989 and was last approved by  shareholders  of such Fund on
July 13, 1990. The Present Management  Agreement with respect to the Equity Fund
is dated May 13, 1993 and was  approved by the Adviser,  as such Fund's  initial
shareholder,  on May 28,  1993.  The  Present  Management  Agreements  were last
approved by the Board of Trustees,  including a majority of the Trustees who are
not interested  persons, as defined in the 1940 Act, of the Adviser or the Trust
(the "Independent Trustees"), on February 6, 1996.

         THE NEW MANAGEMENT AGREEMENTS.  The terms and  conditions  of the New
Management  Agreements are  substantially  identical in all material respects to
those of the Present Management Agreements with the exception of a change in the
effective  date and the  termination  date and the  removal of three  provisions
contained in the Present  Management  Agreements  which  management of the Trust
believe to be non-material:

         (1) The New Management  Agreements will not provide,  as do the Present
         Management  Agreements,  that the Funds will pay the  compensation  and
         expenses  of the Chief  Financial  Officer of the Trust  since,  in the
         past, the Funds have not actually paid these  expenses.  The removal of
         this  provision  will not result in a reduction  in the expenses of any
         Fund.

         (2) The New Management  Agreements do not contain a provision requiring
         the  Adviser to reduce its  compensation  during any fiscal year in the
         event expenses exceed the lowest expense  limitations  imposed by state
         securities  administrators  in the  states  where a Fund's  shares  are
         qualified for sale.  This language has not been provided for in the New
         Management Agreements because of the enactment, in October 1996, of the
         National  Securities Markets  Improvement Act of 1996, which eliminates
         substantive state regulation of mutual funds.





                                                     - 6 -

<PAGE>



         (3) The final provision contained in the Present Management  Agreements
         but which is not included in the New Management Agreements is one which
         permits the Adviser to use the name "Midwest" or "Midwest Strategic" in
         connection with another business enterprise in which the Adviser is, or
         may become associated. This provision has been removed because the name
         of the Trust will be  changed to  "Countrywide  Strategic  Trust"  upon
         completion of the Acquisition.  It is contemplated that CCI will retain
         all rights to the name "Countrywide" by means of a Licensing  Agreement
         to be entered into between CCI and the Trust.

     Each Fund will enter  separately  into a New Management  Agreement with the
Adviser, each containing substantially identical terms and conditions. Under the
New  Management  Agreements,  the Adviser will select  portfolio  securities for
investment by the Funds,  purchase and sell  securities  of the Funds,  and upon
making any purchase or sale  decision,  place  orders for the  execution of such
portfolio  transactions,  all in  accordance  with the  1940  Act and any  rules
thereunder,  the  supervision and control of the Board of Trustees of the Trust,
such specific instructions as the Board of Trustees may adopt and communicate to
the Adviser and the  investment  objectives,  policies and  restrictions  of the
Funds. Under the New Management  Agreements,  the Adviser will receive from each
Fund a fee,  computed and accrued daily and paid  monthly,  at an annual rate of
 .75% of the average daily net assets of such Fund up to $200 million; .7% of the
next  $300  million  of such  assets;  and .5% of such  assets in excess of $500
million. This is the same fee that the Adviser currently receives from each Fund
under its Present Management  Agreement.  During the fiscal year ended March 31,
1996, the U.S.  Government  Securities Fund, the Treasury Total Return Fund, the
Utility  Fund and the  Equity  Fund paid to the  Adviser  advisory  fees (net of
voluntary fee waivers) of $190,075, $125,571, $328,982 and $5,214, respectively.
There is no assurance that any fee waivers will continue in the future.

     If the New Management Agreements are approved by shareholders of the Funds,
they will become  effective upon the  consummation of the  Acquisition.  The New
Management Agreements provide that they will remain in force for an initial term
of two years,  and from year to year  thereafter,  subject to annual approval by
(a) the Board of  Trustees  or (b) a vote of a majority  (as defined in the 1940
Act)  of the  outstanding  shares  of a Fund;  provided  that  in  either  event
continuance  is also approved by a majority of the  Independent  Trustees,  by a
vote cast in person at a meeting called for the purpose of voting such approval.
The New  Management  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 a majority of the outstanding



                                                     - 7 -

<PAGE>



voting  securities of a Fund, or by the Adviser.  The New Management  Agreements
automatically terminate in the event of their assignment, as defined by the 1940
Act and the rules thereunder.

         The New  Management  Agreements  provide that the Adviser  shall not be
liable  for any  action  taken or  omitted  to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion or rights conferred upon it by such Agreement,  or in accordance with
specific instructions from the Trust, provided that such acts or omissions shall
not have  resulted from the Adviser's  willful  misfeasance,  bad faith or gross
negligence, a violation of the standard of care established by and applicable to
the Adviser in its actions under such  Agreement,  or breach of its  obligations
thereunder.

         The form of the New Management Agreements is attached as Exhibit A. The
description set forth in this Proxy  Statement of the New Management  Agreements
is qualified in its entirety by reference to Exhibit A.

         In the  event  that  shareholders  of a Fund  do not  approve  the  New
Management   Agreement  with  respect  to  such  Fund  and  the  Acquisition  is
consummated,  the Board of Trustees  will  promptly seek to obtain for such Fund
interim  advisory  services  either  from the Adviser or from  another  advisory
organization.  Thereafter,  the Board of Trustees  would either  negotiate a new
investment  advisory  agreement  with an advisory  organization  selected by the
Board or make  other  appropriate  arrangements,  in  either  event  subject  to
approval by the  shareholders  of the Fund. In the event the  Acquisition is not
consummated for any reason, the Adviser will continue to serve as the investment
adviser of the Funds pursuant to the terms of the Present Advisory Agreements.

         INFORMATION CONCERNING  CCI. CCI is a New York Stock  Exchange  listed
company  principally  engaged  in  residential  mortgage  lending.  CCI offers a
variety of mortgage  products to home  buyers,  including  home equity loans and
subprime  credit  quality  first-lien  mortgages.  In  addition,  CCI has a loan
servicing  operation  which  serves  over 1.4  million  homeowners  as well as a
variety of ancillary  financial products and services which augment its mortgage
lending and servicing  operations.  Founded in 1969, CCI is the nation's largest
independent  residential  mortgage lender and servicer.  CCI has more than 5,500
employees  and 350 offices  across the nation.  Angelo R.  Mozilo,  who has been
nominated to serve as a trustee of the Trust,  is the Vice Chairman of the Board
and Executive Vice President of CCI.  According to recent reports filed with the
Securities and Exchange Commission, Neuberger & Berman, 605 Third



                                                     - 8 -

<PAGE>



Avenue,  New  York,  New York  10158,  is the  beneficial  owner of 14.6% of the
outstanding shares of CCI common stock and Oppenheimer Group, Inc.,  Oppenheimer
Tower, World Financial Center, New York, New York 10281, is the beneficial owner
of 15.6% of the outstanding shares of CCI common stock.

         INFORMATION CONCERNING THE ADVISER.  The  Adviser is a  wholly-owned
subsidiary  of LFI, of which Robert H. Leshner is the  controlling  shareholder.
The Adviser also serves as the Trust's principal underwriter. If the Acquisition
is  consummated,  the Adviser  will  continue to serve as the Trust's  principal
underwriter  pursuant  to the terms of a new  underwriting  agreement  which was
approved  by the Board of  Trustees,  including  a majority  of the  Independent
Trustees, on December 11, 1996.

     Mr. Leshner, his wife and two daughters together own of record and 
beneficially 64.2% of the issued and outstanding shares of LFI.  Mr. Leshner, 
in his capacity as trustee of LFI's Employee Stock Ownership Plan, is the record
owner of an additional 32.2% of the issued and outstanding shares of LFI.
James A. Markley, Jr. and Noretta Markley, as trustees of the Noretta Markley 
Trust, are the record owners of 3.6% of the issued and outstanding shares 
of LFI.

    During  LFI's  fiscal  year  ended  September  30,  1996,  Mr.  Leshner
purchased a total of 8,441.75  shares  (representing  approximately  7.4% of the
outstanding  shares) of the  common  stock of LFI from  three  officers  of LFI.
During such fiscal year, LFI purchased and retired as treasury shares a total of
1,840.5 shares  (representing  approximately 1.6% of the outstanding  shares) of
its  common  stock  from  two  officers  of LFI.  The  purchase  price  for each
transaction  was $163 per  share.  Upon  consummation  of the  Acquisition,  the
current  shareholders of LFI will own of record and beneficially less than 1% of
the outstanding common shares of CCI.

         The  directors  and  principal  executive  officers  of the Adviser are
Robert H.  Leshner,  who is Chairman of the Board and a director of the Adviser,
MGF and LFI; Michael F. Andrews,  who is President of the Adviser and a director
and Vice  President of LFI; and James A. Markley,  Jr., who is a director of the
Adviser,  MGF and LFI and is also  President  of LFI. The address of the Adviser
and of each  director  and  principal  executive  officer is 312 Walnut  Street,
Cincinnati, Ohio 45202.

     The  Adviser  serves as  investment  adviser  to the  following  affiliated
registered investment companies listed below:





                                                     - 9 -

<PAGE>
<TABLE>
<C>                                   <C>                                  <C>

                                                                           Amount of the
                                      Net Assets as of                     Adviser's Annual
Name of Fund                          December 31, 1996                    Advisory Fees
- ------------                          -----------------                    -------------
Midwest Group
Tax Free Trust:

Tax-Free Money Fund                        $ 36,930,361                    With respect to each
Ohio Tax-Free Money                         279,687,085                    Fund, .50% of average
 Fund                                                                      daily net assets up to
California Tax-Free                          38,659,316                    $100 million; .45% of
 Money Fund*                                                               next $100 million of
Royal Palm Florida                           48,845,225                    such assets; .40% of
 Tax-Free Money Fund*                                                      next $100 million of
Tax-Free Intermediate                        69,675,882                    such assets; and .375%
 Term Fund                                                                 of such assets in
Ohio Insured Tax-Free                        77,542,779                    excess of $300 million
 Fund

Midwest Trust:

Short Term Government                       $98,489,436                    With respect to each
  Income Fund                                                              Fund, .50% of average
Intermediate Term                            57,617,457                    daily net assets up
  Government Income                                                        to $50 million; .45%
  Fund                                                                     of next $100 million
Adjustable Rate U.S.                         14,269,802                    of such assets; .40%
  Government                                                               of next $100 million
  Securities Fund* .                                                       of such assets; and
                                                                           .375% of such assets
                                                                           in excess of $250
                                                                           million

Institutional                                39,717,199                    .20% of average
  Government Income Fund*                                                  daily net assets

Global Fund Fund*                            19,242,377                    .70% of average
                                                                           daily net assets up to
                                                                           $100 million and .60%
                                                                           of such assets in
                                                                           excess of $100 million
</TABLE>
 *    During the 1996 fiscal  year,  the Adviser  waived all or a portion of its
      advisory fees for such funds.  There is no assurance  that any fee waivers
      will continue in the future.

      INFORMATION CONCERNING MGF. MGF provides  transfer  agency,  shareholder
servicing and accounting and pricing  services to the Funds.  The address of MGF
is 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. During the fiscal year
ended  March 31,  1996,  MGF  received  fees from the Funds for its  services as
transfer and  shareholder  servicing  agent and accounting and pricing  services
agent as follows:



                                                     - 10 -

<PAGE>





                                     As Transfer             As Accounting
                                     and Shareholder         and Pricing
                                     Servicing Agent         Services Agent

U.S. Government Securities Fund       $24,940                     $39,750
Treasury Total Return Fund             40,423                      33,750
Utility Fund                           54,457                      45,000
Equity Fund                            24,000                      45,000

         MGF is  retained  by the  Adviser  to assist the  Adviser in  providing
administrative  services to the Funds. In this capacity, MGF 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 a fee for these services equal
to .1% of the average value of each Fund's daily net assets.

         If the  Acquisition  is  consummated,  MGF  will  continue  to  provide
transfer agent,  accounting and pricing and administrative services to the Trust
at the same rates as are currently in effect, pursuant to new service agreements
which were  approved  by the Board of  Trustees,  including  a  majority  of the
Independent Trustees, on December 11, 1996.

         EVALUATION BY THE BOARD OF TRUSTEES. On December 11, 1996, the Board of
Trustees,  including a majority  of the  Independent  Trustees,  by vote cast in
person,  unanimously  approved,  subject to the  required  shareholder  approval
described herein,  the New Management  Agreements.  Prior to such approval,  the
Independent Trustees met separately with their counsel,  which did not represent
either LFI or CCI, for the purpose of assisting them in reaching a determination
with respect to the New Management Agreements.

         In considering approval of the New Management Agreements,  the Board of
Trustees carefully evaluated information they deemed necessary to enable them to
determine whether the New Management Agreements will be in the best interests of
each Fund and its  shareholders.  In making this  recommendation,  the  Trustees
evaluated the  experience  of the  Adviser's  key  personnel in  investing,  the
quality of  services  the  Adviser is  expected  to provide to the Funds and the
compensation proposed to be paid to the Adviser. The Trustees have given careful
consideration to all factors deemed to be relevant to the Trust, including,  but
not limited to: (1) the fees and expense ratios of comparable  mutual funds; (2)
the performance of the Funds as compared to similar mutual funds; (3) the nature
and quality of the services



                                                     - 11 -

<PAGE>



expected to be rendered to the Trust by the Adviser; (4) the distinct investment
objective and policies of each Fund; (5) the research  services  received by the
Adviser from brokers as a result of placement of the Funds' brokerage, which may
benefit the Funds;  (6) that the  compensation  payable to the Adviser under the
New  Management  Agreements  will be at the same  rate as the  compensation  now
payable to the Adviser  under the Present  Management  Agreements;  (7) that the
terms  of the New  Management  Agreements  are  substantially  identical  in all
material respects as the terms of the Present  Management  Agreements except for
different   effective  and   termination   dates  and  the  removal  of  several
non-material  provisions;  (8)  the  history,   reputation,   qualification  and
background of the Adviser and CCI and their respective financial conditions,  as
well as the qualifications of their personnel;  (9) the commitment of LFI to pay
or  reimburse  the  Trust  for the  expenses  incurred  in  connection  with the
Acquisition;  and (10) the  substantial  benefits  expected  to be realized as a
result of the Adviser's  ownership by CCI, such as the potential for  increasing
Fund  assets  and the  opportunity  to  gain  access  to  CCI's  managerial  and
technological resources.

     In making the  determination  to recommend  approval of the New  Management
Agreements to shareholders of the Trust,  the Board of Trustees gave substantial
weight to the Adviser's  representations that (i) the Acquisition should benefit
the Adviser and the Funds by  preserving  the Adviser's  independent  management
structure and portfolio  management  style,  while  providing  stability  from a
strengthening  balance  sheet,  more  attractive  financial  incentives  to  the
Adviser's employees and increased resources for the Adviser's  operations;  (ii)
the  Acquisition  will not  materially  affect the  advisory  operations  of the
Adviser or the level or  quality of  advisory  services  provided  to the Funds;
(iii) the same  personnel of the Adviser who currently  provide  services to the
Trust will continue to do so after the  Acquisition;  (iv) the Trust will not be
subject to any unfair burden as a result of the Acquisition; (v) access to CCI's
broad managerial, financial and technological resources should allow the Adviser
to increase  the range and quality of services  provided to the Trust;  and (vi)
the Acquisition could potentially  result in an increase in assets of the Funds,
thereby  possibly  reducing the effective  rate of the Adviser's  fees and other
expenses of the Funds. In considering approval of the New Management Agreements,
the Board of Trustees reviewed the most recent audited  financial  statements of
the Adviser  and of CCI.  The Board of Trustees  believes  that the  Acquisition
should  benefit  the  Adviser  and the Funds and that the Funds  should  receive
investment  advisory  services  under  the New  Management  Agreements  equal or
superior to those currently received under the Present Management Agreements, at
the same fee levels.  The Board of  Trustees  therefore  unanimously  recommends
approval of the New Management Agreements by shareholders of each



                                                     - 12 -

<PAGE>



Fund.

         THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NEW MANAGEMENT AGREEMENTS.

II.      ELECTION OF TRUSTEES TO SERVE UPON CONSUMMATION OF THE ACQUISITION
         

         On January 8, 1997, the Board of Trustees,  including a majority of the
Independent  Trustees,  met to review pertinent  information on the nominees for
election to the Board of Trustees and unanimously determined to nominate each of
the  individuals  named  below to serve on the Board,  subject  to the  required
shareholder approval. At such meeting, the Independent Trustees were represented
by their counsel for the purpose of assisting  them in reaching a  determination
with respect to the nominees.

         Five individuals not currently serving on the Board of Trustees have 
been nominated to serve as trustees, effective upon consummation of the 
Acquisition.  If elected by shareholders, the five nominees will serve together
with three members of the present Board of Trustees, Robert H. Leshner, 
H. Jerome Lerner and Oscar P. Robertson.  Upon consummation of the Acquisition,
Dale P. Brown, Gary W. Heldman, Richard A. Lipsey, Donald J. Rahilly, Fred A. 
Rappoport and Robert B. Sumerel intend to resign from the Board of Trustees.  
In the event the Acquisition is not consummated for any reason, the members of 
the present Board of Trustees will continue to serve as trustees.  Consummation
of the Acquisition is conditioned upon satisfactory composition of the
Board of Trustees, in the sole discretion of CCI.

         Eight nominees are to be elected,  each to serve until his successor is
duly elected and shall qualify.  The current  Independent  Trustees  reserve the
right to  substitute  another  person or persons  of their  choice as nominee or
nominees if a nominee is unable to serve as a trustee at the time of the meeting
for any reason.  Nothing,  however,  indicates that such a situation will arise.
The following  table sets forth certain  information  regarding each nominee for
election as a trustee by shareholders.
<TABLE>                                                                   
<C>                          <C>     <C>             <C>                     <C> 
                                                                             Compensation During   
                                                      Amount of                 the Fiscal Year
Name and Principal Occupation                         Beneficial             Ended March 31, 1996
During the Past Five Years                            Ownership                      From:
and Directorships of                  Trustee         of Shares of             The             The Midwest
Public Companies              Age     Since           the Trust (1)            Trust           Complex(2)
- ---------------------------   ---     -------         -------------          ---------         ----------

DONALD L. BOGDON, M.D.         66      Nominee          None                  --                --
Physician with Hematology
Oncology Consultants and
director of Verdugo VNA (a
hospice facility). He was
formerly President of Western
Hematology/Oncology (1971-1996)
and Chairman of the Board of
Glendale Memorial Hospital
(1991-1993).

JOHN R. DELFINO                63      Nominee          None                  --                --
President of Concorde Capital
Corporation (an investment firm).
He was formerly a director of 
Cypress Financial (1984-1993)
and Chairman of Rancho Santa
Margarita (1989-1993), mortgage
banking firms.

H. JEROME LERNER               58      1981              None                $2,849            $8,100
Principal of HJL Enterprises
and Chairman of Crane
Electronics, Inc. (a
manufacturer of electronic
connectors).  He is also                                              - 13 -

                                
<PAGE>



a trustee of Midwest Group
Tax Free Trust and Midwest
Trust.

*ROBERT H. LESHNER             57      1981             8,693.95                       $0                $0
Chairman of the Board                                   shares of 
of Midwest Group                                        the Equity
Financial Services, Inc. (the                           Fund
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 also President and a
trustee of Midwest Group Tax
Free Trust and Midwest
Trust.

**ANGELO R. MOZILO             58      Nominee          None                             --                --
Vice Chairman of the Board and 
Executive Vice President of 
Countrywide Credit Industries,
Inc. He is also President and 
a director of CWM Mortgage Holdings,
Inc. (a publicly-held real estate 
investment trust managed by CCI).

OSCAR P. ROBERTSON             57      1981             32,302.51                       $2,549            $6,600
President of Orchem Corp.                               shares of 
(a chemical specialties                                 the Utility 
distributor) and Orpack                                 Fund; 7,286.77
Stone Corporation (a                                    shares of the
corrugated box                                          Equity Fund
manufacturer). He is also
a trustee of Midwest
Group Tax Free Trust
and Midwest Strategic
Trust.




                                                     - 14 -

<PAGE>



JOHN F. SEYMOUR, JR.           59      Nominee          None                  --                --        
Chief Executive Officer
of the Southern California
Housing Development Agency
and a consultant for Orange
Coast Title Co. (a mortgage
title insurance company). 
He is also a director of 
Irvine Apartment Communities
(a real estate investment trust) 
and Inco Homes (a home builder). 
He was formerly a Senator in the 
United States Congress (1991-2) 
and a director of the California 
Housing Finance Agency (1993-4).

SEBASTIANO STERPA              67      Nominee          None                  --                --
Chairman of Sterpa Realty,
Inc. and Chairman and a
director of the California
Housing Finance Agency.  He
is also a director of Real
Estate Business Services and
a director of the SunAmerica
Mutual Funds.
</TABLE>
    (1)   Voting and investment  power as of January 3, 1997. The percentage of
shares of a Fund owned  beneficially  by any nominee does not exceed one percent
of the outstanding shares of such Fund.

    (2)   The Midwest Complex consists of the Trust, Midwest Group Tax Free 
Trust and Midwest Trust.




                                                     - 15 -

<PAGE>






*    Robert H. Leshner,  as an affiliated  person of Midwest Group Financial
     Services,   Inc.,   the  Trust's   investment   adviser  and  principal
     underwriter,  is an "interested person" of the Trust within the meaning
     of Section  2(a)(19)  of the 1940 Act.  Mr.  Leshner  may  directly  or
     indirectly  receive  benefits from the New  Management  Agreements as a
     result of such affiliation.

**   Angelo R. Mozilo, as an affiliated person of Countrywide Credit Industries,
     Inc.,  will be an  "interested  person" of the Trust  within the meaning of
     Section  2(a)(19) of the 1940 Act. Mr.  Mozilo may  directly or  indirectly
     receive  benefits  from the New  Management  Agreements as a result of such
     affiliation.

***  On February 2, 1996, an involuntary petition under Chapter 7 of the U.S. 
     Bankruptcy Code was filed by creditors against Orchem, Inc., of which Mr. 
     Robertson was the chief executive officer.  The case was subsequently 
     converted to a Chapter 11 bankruptcy and is still pending in the U.S. 
     Bankruptcy Court.

     Dr. Bogdon and Messrs. Delfino and Sterpa currently have outstanding 
mortgage loans through CCI.  Each mortgage loan was entered into as a result of
an arm's length transaction at competitive interest rates.  Each of such loans 
was placed prior to the beginning of the last two completed fiscal years of the
Trust.  The outstanding aggregate balances of such loans are approximately 
$315,000 for Dr. Bogdon, $950,000 for Mr. Delfino and $954,000 for Mr. Sterpa.
In addition, since April 15, 1989, CCI has leased a commercial property from Mr.
Sterpa at a competitive monthly rate of approximately $2,520.

         All nominees have consented to being named in this proxy  statement and
have agreed to serve if elected. Each nominee is also standing for election as a
trustee of Midwest Group Tax Free Trust and Midwest Trust. Trustees on the Board
who are not interested persons of the Trust will receive a quarterly retainer of
$1,000 plus $750 for each Board  meeting  attended.  Such fees are split equally
among the Trust, Midwest Group Tax Free Trust and Midwest Trust.

         The Trust has an Audit Committee currently consisting of Dale P. 
Brown,  H. Jerome Lerner and Richard A. Lipsey.  If all of the nominees to 
serve on the Board are elected by shareholders, it is anticipated that the 
Audit Committee will consist of Mr. Lerner and two nominees for election as 
trustees who are not interested persons of the Trust or the Adviser.  The Audit
Committee makes recommendations to the Board of Trustees concerning the



                                                     - 16 -

<PAGE>



selection of the Trust's independent public accountants,  reviews with
such accountants the scope and results of the Trust's annual audit, reviews
the semiannual  financial  reports of the Trust and considers any comments which
the accountants may have regarding the Trust's financial  statements or books of
account. Audit Committee members will each receive $300 ($100 payable by each of
the Trust,  Midwest  Group Tax Free Trust and Midwest  Trust) for  attending  an
Audit Committee meeting.

         During the fiscal year ended March 31, 1996,  the Board of Trustees and
the Audit  Committee  each held four  meetings.  During such fiscal  year,  each
trustee  attended  at least  75% of the  aggregate  of (i) the  total  number of
meetings of the Board of Trustees  (held  during the period  during which he has
been a trustee) and (ii) the total number of meetings  held by the  committee of
the Board of Trustees on which he served.

         EXECUTIVE OFFICERS.  The Trust's executive officers are set forth
below.  The business address of each officer is 312 Walnut Street, Cincinnati, 
Ohio 45202.

Name and Principal Occupation          Officer     Position with
During the Past Five Years     Age     Since       the Trust
- ----------------------------   ---     ------      -------------
ROBERT H. LESHNER              57       1983        President
(See page 14)                                       and Trustee

JOHN F. SPLAIN                  40      1989        Secretary
Secretary and General Counsel
of Leshner Financial, Inc.,
Midwest Group Financial
Services, Inc. and MGF Service
Corp.  He is also Secretary of
Midwest Group Tax Free Trust, 
Midwest Trust, Brundage, Story
and Rose Investment Trust,  
Williamsburg  Investment  Trust,
Markman MultiFund Trust, The 
Tuscarora Investment Trust,
PRAGMA Investment Trust,  
Maplewood  Investment Trust 
and The Thermo  Opportunity 
Fund, Inc. and Assistant  
Secretary of Fremont Mutual Funds,
Inc.,  Schwartz  Investment  
Trust, The Gannett Welsh & Kotler 
Funds and Capitol Square Funds 
(all of which are registered 
investment companies).





                                                     - 17 -

<PAGE>


MARK J. SEGER, C.P.A.          35       1989           Treasurer 
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, Williamsburg Investment
Trust, Markman MultiFund
Trust, PRAGMA Investment Trust,
Maplewood Investment Trust, The
Thermo Opportunity Fund, Inc. and
Capitol Square Funds; Assistant
Treasurer of Schwartz Investment
Trust, The Tuscarora Investment
Trust and The Gannett Welsh
& Kotler Funds; and Assistant
Secretary of Fremont Mutual Funds, Inc.

         John F. Splain and Mark J. Seger,  as  participants  in LFI's  Employee
Stock Ownership Plan, own beneficially less than 1% of the outstanding shares of
LFI,  and, as a result,  have an interest in the approval of the New  Management
Agreements.  It is  expected  that Mr.  Splain  and Mr.  Seger  will  enter into
employment and non-competition  agreements with CCI prior to consummation of the
Acquisition.

III. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

         Arthur Andersen LLP has been selected as the Trust's independent public
accountants  for the  current  fiscal  year by vote of the  Board  of  Trustees,
including a majority  of the  Independent  Trustees.  The  employment  of Arthur
Andersen LLP is conditional upon the right of the Trust, by a vote of a majority
of its outstanding shares, to terminate the employment without any penalties.

         Arthur  Andersen  LLP  has  acted  as the  Trust's  independent  public
accountants since 1983. If the Trust's  shareholders do not ratify the selection
of Arthur Andersen LLP, other certified  public  accountants  will be considered
for selection by the Board of Trustees.

         Representatives  of Arthur  Andersen LLP are not expected to be present
at the meeting  although they will have an  opportunity  to attend and to make a
statement,  if they desire to do so. If  representatives  of Arthur Andersen LLP
are present,  they will be available to respond to  appropriate  questions  from
shareholders.

         



                                                     - 18 -

<PAGE>


THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY THE SELECTION OF 
ARTHUR ANDERSEN LLP.  Adoption of this Proposal is not conditioned upon 
consummation of the Acquisition.

IV.      OTHER BUSINESS

         The proxy  holders  have no present  intention  of bringing  any matter
before the meeting other than those specifically referred to above or matters in
connection  with or for the  purpose of  effecting  the same.  Neither the proxy
holders  nor the  Board of  Trustees  are  aware  of any  matters  which  may be
presented  by others.  If any other  business  shall  properly  come  before the
meeting,  the proxy holders intend to vote thereon in accordance with their best
judgment.

         Any  shareholder   proposal  intended  to  be  presented  at  the  next
shareholder  meeting  must be received by the Trust for  inclusion  in its Proxy
Statement and form of Proxy relating to such meeting at a reasonable time before
the solicitation of proxies for the meeting is made.

                                            By Order of the Board of Trustees,


                                            /s/ John F. Splain

                                            John F. Splain
                                            Secretary
Date: January 10, 1997

Please complete, date and sign the enclosed Proxy and return it promptly in the
enclosed reply envelope.  NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.




                                                     - 19 -

<PAGE>



                                                            Exhibit A
                                     FORM OF
                              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 [ ] Fund  (the  "Fund")  has been  established  as a series of the
Trust.  You have been selected to act as the investment  adviser of the Fund and
to provide  certain other services,  as more fully set forth below,  and you are
willing to act as such investment adviser and to perform such services under the
terms and conditions hereinafter set forth.  Accordingly,  the Trust agrees with
you as follows upon the date of the execution of this Agreement.

1.       ADVISORY SERVICES

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

2.       ALLOCATION OF CHARGES AND EXPENSES

         You will pay the compensation and expenses of any persons rendering any
services to the Fund who are officers,  directors,  stockholders or employees of
your  corporation  and will make  available,  without  expense to the Fund,  the
services of such of your  employees as may duly be elected  officers or trustees
of  the  Trust,  subject  to  their  individual  consent  to  serve  and  to any
limitations  imposed by law.  The  compensation  and  expenses of any  officers,
trustees and employees of the Trust who are not



                                                     - 20 -

<PAGE>



officers, directors, employees or stockholders of your corporation will be paid
by the Trust.

         You  will  pay all  advertising  and  promotion  expenses  incurred  in
connection with the sale or distribution of the Fund's shares to the extent such
expenses  are not  assumed by the Fund under the Trust's  Plans of  Distribution
Pursuant to Rule 12b-1.

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

3.       COMPENSATION OF THE ADVISER

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

         .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  payable  during each of the first and second  halves of
each fiscal year of the Trust shall not exceed the semiannual total of the daily
fee  accruals  requested  by you during the  applicable  six month  period.  The
average  value of net assets  shall be  determined  pursuant  to the  applicable
provisions  of the  Declaration  of Trust of the  Trust or a  resolution  of the
Board, if required. If, pursuant to such provisions, the



                                                     - 21 -

<PAGE>



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).

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.



                                                     - 22 -

<PAGE>




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

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

5.       LIMITATION OF LIABILITY OF ADVISER

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



                                                     - 23 -

<PAGE>




6.       DURATION AND TERMINATION OF THIS AGREEMENT

         This Agreement  shall be effective upon its execution,  shall remain in
force for a period of two (2) years from that date and remain in force 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.       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.

8.       LIMITATION OF LIABILITY

         It is expressly agreed that the obligations of the Fund hereunder shall
not be  binding  upon any of the  trustees,  shareholders,  nominees,  officers,
agents or employees of the Trust,  personally,  but bind only the trust property
of the Fund, as provided in the Declaration of Trust of the Trust. The execution
and delivery of this Agreement have been authorized by the trustees of the Trust
and the shareholders of the Fund and



                                                     - 24 -

<PAGE>


signed  by the  officers  of  the  Trust,  acting  as  such,  and  neither  such
authorization  by such trustees and shareholders nor such execution and delivery
by such officers  shall be deemed to have been made by any of them  individually
or to impose any  liability on any of them  personally,  but shall bind only the
trust property of the Fund as provided in the Trust's Declaration of Trust.

9.       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


____________________                    By: ________________________________
                                            Dated:        , 1997

                               ACCEPTANCE

         The foregoing Agreement is hereby accepted.

ATTEST:                                  MIDWEST GROUP FINANCIAL SERVICES, INC.

____________________                    By: ___________________________________
                                            Dated:        , 1997




                                                     - 25 -

<PAGE>





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