ADMINISTRATION AGREEMENT
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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/ Xxxxxx X. Xxxxxxx
Authorized Siganture ---------------------
Authorized Signature
MIDWEST GROUP TAX FREE TRUST
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Authorized Signature
MIDWEST STRATEGIC TRUST
By: /s/ Xxxxxx X. Xxxxxxx
----------------------
Authorized Signature
Schedule A
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SCHEDULE OF MUTUAL FUNDS
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Midwest Trust
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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
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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
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U.S. Government Securities Fund
Treasury Total Return Fund
Utility Fund
Equity Fund
* No-load money market fund.
Schedule B
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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.
* As a percentage of offering price.
** Broker/Dealers are entitled to a commission of 50-75 basis
points at the time the investor purchases Class A shares at
NAV in amounts totaling $1 million or more. However, the
investor is subject to a contingent deferred sales load of
50-75 basis points if a redemption occurs within one year of
purchase. See specific Fund prospectus for details.
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.
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.
Schedule C
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Administration Fees
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You will receive a quarterly fee of .25% per annum (payable
quarterly) of the average balance during each calendar quarter of
all accounts in the Midwest Group Funds set forth on Schedule A
for which you provide administrative services. However, no fee
will be paid to you for any calendar quarter in which the average
daily balance of such accounts is less than $1,000,000,000.
