ACCOUNTING AND PRICING SERVICES AGREEMENT
----------------------------------------
THIS AGREEMENT effective as of July 1, 1988 by and
between MIDWEST GROUP TAX FREE TRUST, a Massachusetts
business trust (the "Trust") and MGF SERVICE CORP., an Ohio
corporation ("MGF").
WITNESSETH THAT:
---------------
WHEREAS, the Trust desires to hire MGF to provide the
Trust with certain accounting and pricing services, and MGF
is willing to provide such services upon the terms and
conditions herein set forth;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. APPOINTMENT.
-----------
MGF is hereby appointed to provide the Trust with
certain accounting and pricing services, and MGF accepts
such appointment and agrees to provide such services under
the terms and conditions set forth herein.
2. CALCULATION OF NET ASSET VALUE.
------------------------------
MGF will calculate the net asset value of each
series of the Trust and the per share net asset value of
each series of the Trust, in accordance with the Trust's
effective Registration Statement on Form N-1A under the
Securities Act of 1933, as amended, including its current
prospectus and statement of additional information (The
"Registration Statement"), once daily as of the time
selected by the Trust's Board of Trustees. MGF will prepare
and maintain a daily valuation of all securities and other
assets of the Trust in accordance with instructions from a
designated officer of the Trust or its investment adviser
and in the manner set forth in the Registration Statement.
In valuing securities of the Trust, MGF may contract with,
and rely upon market quotations provided by, outside
services.
3. BOOKS AND RECORDS.
-----------------
MGF will maintain such books and records as are
necessary to enable it to perform its duties under this
Agreement, and, in addition, will prepare and maintain
complete, accurate and current all records with respect to
the Trust required to be maintained by the Trust under the
Internal Revenue Code, as amended (the "Code") and under the
general rules and regulations of the Investment Company Act
of 1940, as amended (the "Act"), and will preserve said
records in the manner and for the periods prescribed in the
Code and such rules and regulations. The retention of such
records shall be at the expense of the Trust.
All of the records prepared and maintained by MGF
pursuant to this Paragraph 3 which are required to be
maintained by the Trust under the Code and the Act
("Required Records") will be the property of the Trust. In
the event this Agreement is terminated, all Required Records
shall be delivered to the Trust or to any person designated
by the Trust at the Trust's expense, and MGF shall be
relieved of responsibility for the preparation and
maintenance of any Required Records delivered to the Trust
or any such person.
4. COOPERATION WITH ACCOUNTANTS.
----------------------------
MGF shall cooperate with the Trust's independent
public accountants and shall take all reasonable action in
the performance of its obligations under this Agreement to
assure that the necessary information is made available to
such accountants for the expression of their unqualified
opinion where required for any document for the Trust.
5. FEES AND CHARGES.
----------------
For performing its services under this Agreement,
the Trust shall pay MGF a fee in accordance with the
schedule attached hereto as Schedule A.
6. COMPLIANCE WITH GOVERNMENTAL RULES AND
REGULATIONS.
--------------------------------------
Except as otherwise provided in this Agreement and
except for the accuracy of information furnished to it by
MGF, the Trust assumes full responsibility for the
preparation, contents and distribution of each prospectus
and statement of additional information of the Trust, for
complying with all applicable requirements of the Act, the
Securities Act of 1933, as amended, and any laws, rules and
regulations of governmental authorities having jurisdiction.
7. CONFIDENTIALITY.
---------------
MGF agrees to treat all records and other
information relative to the Trust and its prior, present or
potential shareholders confidentially and MGF on behalf of
itself and its employees agrees to keep confidential all
such information, except (after prior notification to and
approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld where MGF
may be exposed to civil or criminal contempt proceedings for
failure to comply) when requested to divulge such
information by duly constituted authorities or when so
requested by the Trust.
8. REFERENCES TO MGF.
-----------------
The Trust shall not circulate any printed matter
which contains any reference to MGF without the prior
written approval of MGF, excepting solely such printed
matter as merely identifies MGF as Transfer Agent, Plan
Agent, Dividend Disbursing Agent, Shareholder Service Agent
and Accounting and Pricing Services Agent. The Trust will
submit printed matter requiring approval to MGF in draft
form, allowing sufficient time for review by MGF and its
counsel prior to any deadline for printing.
9. EQUIPMENT FAILURES.
------------------
In the event of equipment failures beyond MGF's
control, MGF shall take all steps necessary to minimize
service interruptions but shall have no liability with
respect thereto. MGF shall endeavor to enter into one or
more agreements making provision for emergency use of
electronic data processing equipment to the extent
appropriate equipment is available.
10. INDEMNIFICATION OF MGF.
----------------------
(a) MGF may rely on information reasonably
believed by it to be accurate and reliable. Except as may
otherwise be required by the Investment Company Act of 1940
or the rules thereunder, neither MGF nor its shareholders,
officers, directors, employees, agents, control persons or
affiliates of any thereof shall be subject to any liability
for, or any damages, expenses or losses incurred by the
Trust in connection with, any error of judgment, mistake of
law, any act or omission connected with or arising out of
any services rendered under or payments made pursuant to
this Agreement or any other matter to which this Agreement
relates, except by reason of willful misfeasance, bad faith
or gross negligence on the part of any such persons in the
performance of the duties of MGF under this Agreement or by
reason of reckless disregard by any of such persons of the
obligations and duties of MGF under this Agreement.
(b) Any person, even though also a director,
officer, employee, shareholder or agent of MGF, who may be
or become an officer, trustee, employee or agent of the
Trust, shall be deemed, when rendering services to the Trust
or acting on any business of the Trust (other than services
or business in connection with MGF's duties hereunder), to
be rendering such services to or acting solely for the Trust
and not as a director, officer, employee, shareholder or
agent of, or one under the control or direction of MGF, even
though paid by it.
(c) Notwithstanding any other provision of this
Agreement, the Trust shall indemnify and hold harmless MGF,
its directors, officers, employees, shareholders and agents
from and against any and all claims, demands, expenses and
liabilities (whether with or without basis in fact or law)
of any and every nature which MGF may sustain or incur or
which may be asserted against MGF by any person by reason
of, or as a result of: (i) any action taken or omitted to
be taken by MGF in good faith in reliance upon any
certificate, instrument, order or stock certificate believed
by it to be genuine and to be signed, countersigned or
executed by any duly authorized person, upon the oral
instructions or written instructions of an authorized person
of the Trust or upon the opinion of legal counsel for the
Trust or its own counsel; or (ii) any action taken or
omitted to be taken by MGF in connection with its
appointment in good faith in reliance upon any law, act,
regulation or interpretation of the same even though the
same may thereafter have been altered, changed, amended or
repealed. However, indemnification under this subparagraph
shall not apply to actions or omissions of MGF or its
directors, officers, employees, shareholders or agents in
cases of its or their own gross negligence, willful
misconduct, bad faith, or reckless disregard of its or their
own duties hereunder.
11. MAINTENANCE OF INSURANCE COVERAGE.
---------------------------------
At all times during the term of this Agreement,
MGF shall be a named insured party on the Trust's Errors &
Omissions policy and the Trust's Fidelity Bond, both of
which shall include coverage of MGF's officers and
employees. MGF shall pay its allocable share of the cost of
such policies in accordance with the provisions of the Act.
The scope of coverage and amount of insurance limits
applicable to the Trust on such policies shall also be made
applicable to MGF.
12. FURTHER ACTIONS.
---------------
Each party agrees to perform such further acts and
execute such further documents as are necessary to
effectuate the purposes hereof.
13. TERMINATION.
-----------
(a) The provisions of this Agreement shall be
effective on July 1, 1988, shall continue in effect for two
years from that date and shall continue in force from year
to year thereafter, but only so long as such continuance is
approved (1) by MGF, (2) by vote, cast in person at a
meeting called for the purpose, of a majority of the Trust's
trustees who are not parties to this Agreement or interested
persons (as defined in the Act) of any such party, and (3)
by vote of a majority of the Trust's Board of Trustees or a
majority of the Trust's outstanding voting securities.
(b) Either party may terminate this Agreement on
any date by giving the other party at least sixty (60) days'
prior written notice of such termination specifying the date
fixed therefor.
(c) This Agreement shall automatically terminate
in the event of its assignment.
(d) In the event that in connection with the
termination of this Agreement a successor to any of MGF's
duties or responsibilities under this Agreement is
designated by the Trust by written notice to MGF, MGF shall,
promptly upon such termination and at the expense of the
Trust, transfer all Required Records and shall cooperate in
the transfer of such duties and responsibilities, including
provision for assistance from MGF's cognizant personnel in
the establishment of books, records and other data by such
successor.
14. SERVICES FOR OTHERS.
-------------------
Nothing in this Agreement shall prevent MGF or any
affiliated person (as defined in the Act) of MGF from
providing services for any other person, firm or corporation
(including other investment companies); provided, however,
that MGF expressly represents that it will undertake no
activities which, in its judgment, will adversely affect the
performance of its obligations to the Trust under this
Agreement.
15. MISCELLANEOUS.
-------------
The captions in this Agreement are included for
convenience of reference only and in no way define or limit
any of the provisions hereof or otherwise affect their
construction or effect.
16. LIMITATION OF LIABILITY.
-----------------------
The term "Midwest Group Tax Free Trust" means and
refers to the trustees from time to time serving under the
Trust's Declaration of Trust as the same may subsequently
thereto have been, or subsequently hereto may be, amended.
It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the trustees,
shareholders, nominees, officers, agents or employees of the
Trust, personally, but bind only the trust property of the
Trust. This Agreement has been authorized by the trustees
of the Trust and signed by an officer of the Trust, acting
as such, and neither such authorization by such trustees nor
such execution by such officer shall be deemed to have been
made by any of them individually or to impose any liability
on any of them personally, but shall bind only the trust
property of the Trust.
17. SEVERABILITY.
------------
In the event any provision of this Agreement is
determined to be void or unenforceable, such determination
shall not affect the remainder of this Agreement, which
shall continue to be in force.
18. QUESTIONS OF INTERPRETATION.
---------------------------
(a) This Agreement shall be governed by the laws
of the State of Ohio.
(b) Any question of interpretation of any term or
provision of this Agreement having a counterpart in or
otherwise derived from a term or provision of the Act shall
be resolved by reference to such term or provision of the
Act and to interpretations thereof, if any, by the United
States Courts or in the absence of any controlling decision
of any such court, by rules, regulations or orders of the
Securities and Exchange Commission issued pursuant to said
Act. In addition, where the effect of a requirement of the
Act, reflected in any provision of this Agreement is revised
by rule, regulation or order of the Securities and Exchange
Commission, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
19. NOTICES.
-------
Any notices under this Agreement shall be in
writing, addressed and delivered or mailed postage paid to
the other party at such address as such other party may
designate for the receipt of such notice. Until further
notice to the other party, it is agreed that the address of
the Trust and of MGF for this purpose shall be ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
20. BINDING EFFECT.
--------------
Each of the undersigned expressly warrants and
represents that he has the full power and authority to sign
this Agreement on behalf of the party indicated, and that
his signature will operate to bind the party indicated to
the foregoing terms.
21. COUNTERPARTS.
------------
This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same
instrument.
22. FORCE MAJEURE.
-------------
If MGF shall be delayed in its performance of
services or prevented entirely or in part from performing
services due to causes or events beyond its control,
including and without limitation, acts of God, interruption
of power or other utility, transportation or communication
services, acts of civil or military authority, sabotages,
national emergencies, explosion, flood, accident, earthquake
or other catastrophe, fire, strike or other labor problems,
legal action, present or future law, governmental order,
rule or regulation, or shortages of suitable parts,
materials, labor or transportation, such delay or non-
performance shall be excused and a reasonable time for
performance in connection with this Agreement shall be
extended to include the period of such delay or non-
performance.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above
written.
MIDWEST GROUP TAX FREE TRUST
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
MGF SERVICE CORP.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------
Schedule A
----------
Effective July 1, 1995
COMPENSATION
FOR FUND ACCOUNTING AND PORTFOLIO PRICING:
TAX-FREE MONEY FUND
OHIO TAX-FREE MONEY FUND
CALIFORNIA TAX-FREE MONEY FUND
ROYAL PALM FLORIDA TAX-FREE MONEY FUND
Asset Size Monthly Fee
---------- ------------
0 - $100,000,000 $3,250
$100,000,000 - $250,000,000 $3,750
$250,000,000 - $400,000,000 $4,250
Over $400,000,000 $4,750
TAX-FREE INTERMEDIATE TERM FUND
OHIO INSURED TAX-FREE FUND
Asset Size Monthly Fee
---------- -----------
0 - $ 50,000,000 $4,250
$ 50,000,000 - $100,000,000 $4,750
$100,000,000 - $250,000,000 $5,250
Over $250,000,000 $5,750
Each Fund shall pay as an out-of-pocket expense all costs of
external pricing services.
