ADMINISTRATION AGREEMENT
AGREEMENT dated as of October 1, 1989 between Midwest Advisory
Services, Inc. ("Adviser") and MGF Service Corp. ("MGF"), both of which are Ohio
corporations having their principal place of business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940 and has entered into an investment advisory
agreement (the "Management Agreement") with Midwest Group Tax Free Trust (the
"Trust"); and
WHEREAS, the Trust has been organized as a Massachusetts business trust
to operate as an investment company registered under the Investment Company Act
of 1940; and
WHEREAS, the Adviser manages the business affairs of the
Trust pursuant to the Management Agreement; and
WHEREAS, the Adviser wishes to avail itself of the information, advice,
assistance and facilities of MGF to perform on behalf of the Trust the services
as hereinafter described; and
WHEREAS, MGF wishes to provide such services to the Adviser
under the conditions set forth below;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Adviser and MGF agree as follows:
1. EMPLOYMENT. The Adviser, being duly authorized, hereby
employs MGF to perform those services described in this
Agreement. MGF shall perform the obligations thereof upon the
terms and conditions hereinafter set forth.
2. TRUST ADMINISTRATION. Subject to the direction and control of the
Adviser, MGF shall assist the Adviser in supervising the Trust's business
affairs not otherwise supervised by other agents of the Trust. To the extent not
otherwise the primary responsibility of, or provided by, other agents of the
Trust, MGF shall supply (i) non-investment related statistical and research
data, (ii) internal regulatory compliance services, and (iii) executive and
administrative services. MGF shall supervise the preparation of (i) tax returns,
(ii) reports to shareholders of the Trust, (iii) reports to and filings with the
Securities and Exchange Commission, state securities commissions and Blue Sky
authorities including preliminary and definitive proxy materials and
post-effective amendments to the Trust's registration statement, and (iv)
necessary materials for meetings of the Trust's Board of Trustees unless
prepared by other parties under agreement.
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3. RECORDKEEPING AND OTHER INFORMATION. MGF shall create and maintain
all necessary records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by Section 31(a) of
the Investment Company Act of 1940 and the rules thereunder, as the same may be
amended from time to time, pertaining to the various functions performed by it
and not otherwise created and maintained by another party pursuant to contract
with the Trust. Where applicable, such records shall be maintained by MGF for
the periods and in the places required by Rule 31a-2 under the Investment
Company Act of 1940.
4. AUDIT, INSPECTION AND VISITATION. MGF shall make available to the
Adviser during regular business hours all records and other data created and
maintained pursuant to the foregoing provisions of this Agreement for reasonable
audit and inspection by the Trust or any regulatory agency having authority over
the Trust.
5. COMPENSATION. For the performance of its obligations under this
Agreement, the Adviser shall pay MGF a fee each month equal to one-fourth (1/4)
of the monthly fee due from the Trust to the Adviser pursuant to the terms of
the Management Agreement. The Adviser is solely responsible for the payment of
fees to MGF, and MGF agrees to seek payment of its fees solely from the Adviser.
MGF shall not reimburse the Adviser for (or have deducted from its fees) any
Trust expenses in excess of expense limitations imposed by certain state
securities commissions having jurisdiction over the Trust.
6. LIMITATION OF LIABILITY. MGF shall not be liable for any action
taken, omitted or suffered 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 or
powers conferred upon it by this Agreement, or in accordance with instructions
from the Adviser, provided, however, that such acts or omissions shall not have
resulted from MGF's willful misfeasance, bad faith or gross negligence.
7. COMPLIANCE WITH THE INVESTMENT COMPANY ACT OF 1940. The parties
hereto acknowledge and agree that nothing contained herein shall be construed to
require MGF to perform any services for the Adviser which services could cause
MGF to be deemed an "investment adviser" of the Trust within the meaning of
Section 2(a)(20) of the Investment Company Act of 1940 or to supercede or
contravene the Prospectus or Statement of Additional Information of the Trust or
any provisions of the Investment Company Act of 1940 and the rules thereunder.
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8. TERMINATION. This Agreement may be terminated by either party upon
sixty (60) days' written notice to the other party. This Agreement shall
terminate automatically in the event of termination of the Management Agreement.
Upon the termination of this Agreement, the Adviser shall pay MGF such
compensation as may be payable for the period prior to the effective date of
such termination.
9. NO TRUST LIABILITY. MGF is hereby expressly put on notice that the
Trust is not a contracting party to this Agreement and assumes no obligations
pursuant to this Agreement. MGF shall seek satisfaction of any obligations
arising out of this Agreement only from the Adviser, and not from the Trust nor
its Trustees, officers, employees or shareholders. MGF shall not act as agent
for or bind either the Adviser or the Trust in any matter.
10. MISCELLANEOUS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Ohio. 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.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.
MIDWEST ADVISORY SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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MGF SERVICE CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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