1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 sec.240.14a-11(c) or sec.240.14a-12
MAXUS INCOME FUND
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 sec.240.14a-11(c) or sec.240.14a-12
MAXUS EQUITY FUND
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 sec.240.14a-11(c) or sec.240.14a-12
MAXUS LAUREATE FUND
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SCHEDULE 14A
(RULE 14a)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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 sec.240.14a-11(c) or sec.240.14a-12
MAXFUND TRUST
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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: ...........................................................
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
5
MAXUS INCOME FUND
MAXUS EQUITY FUND
MAXUS LAUREATE FUND
MAXFUND TRUST
(MAXUS OHIO HEARTLAND FUND AND MAXUS AGGRESSIVE VALUE FUND)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held December 28, 2000
A Special Meeting of Shareholders (the "Meeting") of each Fund listed above
will be held at the offices of Maxus Investment Group, The Tower at Erieview,
36th Floor, 1301 East Ninth Street, Cleveland, Ohio, at 8:45 a.m., local time,
on Thursday, December 28, 2000. At the Meeting:
1(A). The shareholders of Maxus Income Fund will be asked to approve a new
Investment Advisory and Administration Agreement between Maxus Income
Fund and Maxus Asset Management, Inc. ("MAM").
1(B). The shareholders of Maxus Equity Fund will be asked to approve a new
Investment Advisory and Administration Agreement between Maxus Equity
Fund and MAM.
1(C). The shareholders of Maxus Laureate Fund will be asked to approve a
new Investment Advisory and Administration Agreement between Maxus
Laureate Fund and MAM.
1(D). The shareholders of MaxFund Trust (which includes Maxus Ohio
Heartland Fund and Maxus Aggressive Value Fund) will be asked to
approve a new Investment Advisory and Administration Agreement
between MaxFund Trust and MAM.
2. The shareholders of each Fund listed above will transact such other
business as may properly come before the meeting or any adjournment
thereof.
Shareholders of record as of the close of business on November 10, 2000,
are entitled to vote at the meeting or any adjournment thereof.
By the order of the Board of Trustees,
Robert W. Curtin,
Secretary
Cleveland, Ohio
November 10, 2000
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD (OR CARDS IF YOU OWN SHARES IN MORE THAN ONE
FUND). YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
6
MAXUS INCOME FUND
MAXUS EQUITY FUND
MAXUS LAUREATE FUND
MAXFUND TRUST
(MAXUS OHIO HEARTLAND FUND AND MAXUS AGGRESSIVE VALUE FUND)
THE TOWER AT ERIEVIEW, 36TH FLOOR
1301 EAST NINTH STREET
CLEVELAND, OHIO 44114
- --------------------------------------------------------------------------------
PROXY STATEMENT
- --------------------------------------------------------------------------------
The accompanying proxy (or proxies if you own shares in more than one Fund)
is solicited by the Trustees of (1) Maxus Income Fund, (2) Maxus Equity Fund,
(3) Maxus Laureate Fund, and (4) MaxFund Trust (which includes Maxus Ohio
Heartland Fund and Maxus Aggressive Value Fund) (each a "Fund" and collectively
the "Funds") for use at a Special Meeting of Shareholders of the Funds (the
"Meeting"), to be held jointly at the offices of Maxus Investment Group, The
Tower at Erieview, 36th Floor, 1301 East Ninth Street, Cleveland, Ohio at 8:45
a.m., local time, on December 28, 2000.
Shareholders may vote only on matters that concern the Fund or Funds in
which they hold shares. Maxus Ohio Heartland Fund and Maxus Aggressive Value
Fund are separate portfolios of MaxFund Trust. Shares of Maxus Ohio Heartland
Fund and Maxus Aggressive Value Fund will be voted together as a single class
with respect to Proposal 1(D).
Shareholders of record as of the close of business on the record date,
November 10, 2000, are entitled to vote at the Meeting or any adjournment
thereof. As of that date, there were issued and outstanding shares of beneficial
interest of each Fund in the following amounts, each of which is entitled to one
vote at the Meeting: Maxus Income Fund, 3,655,229; Maxus Equity Fund, 2,366,941;
Maxus Laureate Fund, 2,560,888; and MaxFund Trust 4,327,851 (Maxus Ohio
Heartland Fund, 215,063; and Maxus Aggressive Value Fund, 4,112,788).
This proxy statement and the accompanying proxy card(s) are being mailed to
shareholders on or about November 14, 2000.
THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF THEIR ANNUAL REPORT AND
SEMI-ANNUAL REPORT TO ANY SHAREHOLDER WHO REQUESTS IT BY CONTACTING SHARON
MAGUIRE, MAXUS INVESTMENT GROUP, THE TOWER AT ERIEVIEW, 36TH FLOOR, 1301 EAST
NINTH STREET, CLEVELAND, OHIO 44114 (CALL TOLL-FREE 1-800-44-MAXUS).
1
7
SUMMARY OF PROPOSAL 1 (PARTS A-D)
The following table summarizes the proposals described in this Proxy
Statement and indicates whether or not a Fund's shareholders are solicited with
respect to each proposal:
MAXUS MAXUS
MAXUS MAXUS MAXUS OHIO AGGRESSIVE
INCOME EQUITY LAUREATE HEARTLAND VALUE
PROPOSAL FUND FUND FUND FUND FUND
-------- ------ ------ -------- --------- ----------
1(A). Approve the new investment advisory and Yes No No No No
administration agreement between Maxus Income
Fund and Maxus Asset Management, Inc. ("MAM")
1(B). Approve the new investment advisory and No Yes No No No
administration agreement between Maxus Equity
Fund and MAM
1(C). Approve the new investment advisory and No No Yes No No
administration agreement between Maxus
Laureate Fund and MAM
1(D). Approve the new investment advisory and No No No Yes Yes
administration agreement between MaxFund Trust
and MAM
Shareholders of each Fund will vote separately with respect to each
proposal upon which such shareholders are eligible to vote.
PROPOSAL 1(A-D). APPROVAL OF NEW INVESTMENT ADVISORY AND ADMINISTRATION
AGREEMENT FOR EACH FUND
Maxus Asset Management Inc. ("MAM"), a wholly owned subsidiary of Resource
Management, Inc. d.b.a. Maxus Investment Group ("RMI"), acts as the investment
adviser to and manager for Maxus Income Fund pursuant to an Investment Advisory
and Administration Agreement dated February 5, 1985 and last approved on
February 16, 2000; for Maxus Equity Fund pursuant to an Investment Advisory and
Administration Agreement dated August 16, 1989 and last approved on February 16,
2000; for Maxus Laureate Fund pursuant to an Investment Advisory and
Administration Agreement dated February 10, 1993 and last approved on February
16, 2000; and for MaxFund Trust pursuant to an Investment Advisory and
Administration Agreement dated November 19, 1997 and last approved on February
16, 2000. The terms and conditions of each Investment Advisory and
Administration Agreement are exactly the same and each Investment Advisory and
Administration Agreement will be referred to as the "Current Investment Advisory
Agreement." In voting "For" or "Against" the Proposal, however, shareholders of
each Fund must vote separately. As such, Maxus Income Fund shareholders will
cast votes with respect to Part (A) of the Proposal, Maxus Equity Fund
shareholders will cast votes with respect to Part (B) of the Proposal, Maxus
Laureate Fund shareholders will cast votes with respect to Part (C) of the
Proposal and MaxFund Trust shareholders will cast votes with respect to Part (D)
of the Proposal.
On October 3, 2000, RMI executed an Agreement and Plan of Merger with Fifth
Third Bancorp ("FTB"), pursuant to which FTB will acquire all of the stock of
RMI by means of a merger of RMI with and into FTB. After the merger, FTB will
own 100% of MAM. This transaction is referred to herein as the "Transaction."
THE TRANSACTION WILL NOT AFFECT MAM'S DAY-TO-DAY OPERATIONS, ITS INVESTMENT
PROCESS, OR ITS PORTFOLIO MANAGEMENT TEAM. THE INVESTMENT OBJECTIVES OF THE
FUNDS WILL REMAIN THE SAME. THE TRANSACTION WILL HAVE NO EFFECT ON THE NUMBER OF
SHARES YOU OWN OR THE VALUE OF THOSE SHARES. THE ADVISORY FEES AND EXPENSES PAID
BY THE FUNDS WILL NOT INCREASE AS A RESULT OF THIS TRANSACTION.
2
8
Consummation of the Transaction would constitute an "assignment," as that
term is defined in the Investment Company Act of 1940 (the "1940 Act"), of each
Fund's Current Investment Advisory Agreement with MAM. As required by the 1940
Act, each Current Investment Advisory Agreement provides for its automatic
termination in the event of its assignment. In anticipation of the Transaction,
shareholders of each Fund are being asked to approve a new investment advisory
and administration agreement (the "New Investment Advisory Agreement") between
each Fund and MAM. A copy of the form of the New Investment Advisory Agreement
is attached hereto as Exhibit A. THE NEW INVESTMENT ADVISORY AGREEMENT FOR EACH
FUND IS THE SAME IN EVERY RESPECT AS THAT FUND'S CURRENT INVESTMENT ADVISORY
AGREEMENT.
The material terms of the Current and the New Investment Advisory
Agreements are described under "Description of the Current and New Investment
Advisory Agreements" below.
BOARD OF TRUSTEES RECOMMENDATION
On October 19, 2000, the Board of Trustees of each Fund, including the
trustees who are not "interested persons" (as defined under the 1940 Act) of RMI
or MAM ("Non-Interested Trustees"), voted to approve each New Investment
Advisory Agreement and to recommend their approval to the shareholders. For
information about the Board's deliberations and the reasons for its
recommendation, please see "Board of Trustees Evaluation" below.
THE BOARD OF TRUSTEES OF EACH FUND RECOMMENDS THAT SHAREHOLDERS OF EACH
FUND VOTE IN FAVOR OF THE APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT
APPLICABLE TO THEIR FUND.
BOARD OF TRUSTEES EVALUATION
At an in-person joint meeting of each of the Boards held on October 19,
2000, each of the Boards was provided with information concerning the New
Investment Advisory Agreements and was informed of the standards it should apply
in determining whether to approve the Agreements. The information provided by
RMI to the Board included a description of the Transaction and a discussion of
how the Transaction would affect MAM's ability to perform its duties as set
forth in the New Investment Advisory Agreements. The Board was also provided
information comparing the fees to be charged under the New Investment Advisory
Agreements with those paid by comparable funds.
Each of the Boards, including the Non-Interested Trustees, considered all
of the information presented at the October 19, 2000 meeting concerning the
terms of the Transaction and the effect the Transaction would likely have on
MAM's duties to each of the Funds under the New Investment Advisory Agreements.
In the course of these discussions, RMI advised the Non-Interested Trustees
that it did not expect that the Transaction would have a material effect on the
operations of the Funds or their shareholders. RMI also noted that the
Transaction does not contemplate any changes in the operations of the Funds. RMI
further informed the Non-Interested Trustees that it was not anticipated that
there would be any change in the Portfolio Manager of each Fund as a result of
the Transaction. RMI pointed out that MAM will continue to provide the high
quality of service it has provided in the past. RMI emphasized that the
Transaction, if consummated, would provide MAM with the distribution channel of
a large banking enterprise.
During the course of their deliberations, the Non-Interested Trustees
considered a variety of other factors, including the effect that the Transaction
may have on MAM and its ability to perform its duties under the New Investment
Advisory Agreements; the nature, quality and extent of the services furnished by
MAM to the Funds; the investment record of MAM in managing the Funds; and
comparative data as to investment performance and advisory fees.
In addition to the foregoing factors, the Non-Interested Trustees gave
careful consideration to the likely impact of the Transaction on the MAM
organization. In this regard, the Non-Interested Trustees considered, among
other things, the structure of the Transaction and information regarding the
financial resources of FTB.
3
9
Based on the foregoing, the Non-Interested Trustees concluded that the
Transaction should cause no reduction in the quality of services provided to the
Funds. Thus, the Board of Trustees of each of the Funds, including the
Non-Interested Trustees, unanimously approved the New Investment Advisory
Agreements.
Each of the Boards was advised that RMI and MAM intend to rely on Section
15(f) of the 1940 Act, which provides a non-exclusive safe harbor for an
investment adviser to an investment company or any of the investment adviser's
affiliated persons (as defined under the 1940 Act) to receive any amount or
benefit in connection with a change in control of the investment adviser so long
as two conditions are met. First, for a period of three years after the
transaction, at least 75% of the board members of the investment company must
not be "interested persons" of the investment company's investment adviser or
its predecessor adviser. On or prior to the consummation of the Transaction,
each of the Boards would be in compliance with this provision of Section 15(f).
Second, an "unfair burden" must not be imposed upon the investment company as a
result of such transaction or any express or implied terms, conditions or
understandings applicable thereto. The term "unfair burden" is defined in
Section 15(f) to include any arrangement during the two year period after the
transaction whereby the investment 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 shareholders (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 bona fide ordinary compensation
as principal underwriter for such investment company). No such compensation
agreements are contemplated in connection with the Transaction.
The Funds are not paying any of the costs of preparing and distributing
proxy materials to the Funds' shareholders, of holding the Meeting, or other
fees and expenses in connection with the Transaction, including the fees and
expenses of legal counsel to the Funds.
INFORMATION CONCERNING THE TRANSACTION AND FTB
Upon the closing of the Transaction, MAM will become wholly-owned
subsidiary of FTB. The Transaction is subject to a number of conditions,
including approval by a majority of the outstanding voting securities of each of
the Funds of the New Investment Advisory Agreements with MAM. In accordance with
the 1940 Act and as used in this Proposal 1(A-D), a "majority of the outstanding
voting securities" of a Fund means the lesser of (1) 67% or more of the shares
of the Fund present at a shareholder meeting if the owners of more than 50% of
the outstanding shares of the Fund then outstanding are present in person or by
proxy, or (2) more than 50% of the outstanding shares of the Fund entitled to
vote at the shareholder meeting. In the event that the shareholders of any Fund
do not approve the New Investment Advisory Agreement of that Fund, FTB has the
contractual right to abandon the Transaction. In that event, the Current
Investment Advisory Agreements will remain in effect for all Funds until further
notice. In addition, certain regulatory approvals may need to be obtained prior
to the consummation of the Transaction.
The information set forth above concerning the Transaction has been
provided to the Funds by RMI, and the information set forth below concerning FTB
has been provided to the Funds by FTB.
FTB, an Ohio corporation, is a bank holding company and a financial holding
company headquartered in Cincinnati, Ohio. FTB provides a diversified range of
banking and nonbanking services and products. As of June 30, 2000, FTB had
$42,000,000,000 in assets and approximately 12,000 full-time equivalent
employees.
DESCRIPTION OF THE CURRENT AND NEW INVESTMENT ADVISORY AGREEMENTS
If approved by the shareholders of the Funds, the New Investment Advisory
Agreements will be signed and become effective on the date of the completion of
the Transaction, which is currently expected to be as soon as reasonably
practicable after the conditions to which the Transaction is subject (including
the required shareholder approvals) have been satisfied. The Current and New
Investment Advisory Agreements are identical in all respects. Both Agreements
provide that, subject to the supervision of a Fund's Board of Trustees, MAM will
provide the Fund with continuing investment management services. MAM, as the
investment adviser, manages the investment operations of each Fund and the
composition of each Fund's portfolio, including the purchase, retention and
disposition thereof, in accordance with each Fund's investment
4
10
objectives and policies. In so doing, MAM agrees to provide supervision of the
Fund's investments and to determine from time to time what investments or
securities will be purchased, retained, sold or loaned by each Fund, and what
portion of the assets will be invested or held uninvested in cash; act in
conformity with the Fund's Declaration of Trust, By-Laws and Registration
Statement and with the instructions and directions of the Board of the Fund;
conform and comply with the requirements of the 1940 Act and all other
applicable federal and state laws and regulations; maintain all books and
records required to be maintained under the 1940 Act; render to the Board such
periodic and special reports that the Board may reasonably request; and provide
to the custodian of the Funds on each business day information relating to all
transactions concerning the Fund's assets.
Further, MAM determines the securities to be purchased or sold by each of
the Funds and places orders pursuant to its determinations with or through such
persons, brokers or dealers in conformity with the brokerage policy described in
each of the Fund's Registration Statement and Prospectus or as the Fund's Board
may direct from time to time. In providing each of the Funds with investment
supervision, MAM agrees to give primary consideration to securing the most
favorable price and efficient execution. Consistent with such policy, MAM may
consider the financial responsibility, research and investment information and
other services provided by brokers or dealers who may effect or be a party to
any such transaction. In addition, MAM is authorized to aggregate securities to
be sold or purchased in order to obtain the most favorable price or lower
brokerage commissions and efficient execution.
The investments of each Fund are managed by MAM pursuant to the Current
Investment Advisory Agreement. The Current Investment Advisory Agreement
provides that as compensation for its services to each Fund, MAM is entitled to
receive from the Fund an annual fee of 1% of the first $150,000,000 of such
Fund's average daily net asset value and 0.75% of average daily net asset value
in excess of $150,000,000, payable monthly. For 1999, MAM received management
fees from each Fund in the following amounts: Maxus Income Fund, $333,569; Maxus
Equity Fund, $472,564; Maxus Laureate Fund, $179,888; and MaxFund Trust $112,573
(Maxus Ohio Heartland Fund $20,556; and Maxus Aggressive Value Fund $92,017).
Under each Current Investment Advisory Agreement, MAM is permitted to provide
investment advisory services to other clients.
Each Current Investment Advisory Agreement may be terminated at any time,
without payment of penalty, by the Board or by vote of holders of a majority of
the outstanding voting securities of each Fund, or by MAM. Each Current
Investment Advisory Agreement automatically terminates in the event of its
assignment (as defined in the 1940 Act).
Each Current Investment Advisory Agreement provides that MAM is not liable
for any error of judgment or any loss suffered by the Funds, in connection with
matters to which the Current Investment Advisory Agreements relate, except a
loss resulting from willful misfeasance, bad faith or gross negligence on the
part of MAM in the performance of its duties or from reckless disregard by MAM
of its obligations and duties under the Current Investment Advisory Agreements.
MAM has acted as the investment manager for the Funds since Maxus Income
Fund, Maxus Equity Fund, Maxus Laureate Fund and MaxFund Trust commenced
operations in 1985, 1989, 1993 and 1997, respectively. The Current Investment
Advisory Agreement for Maxus Income Fund is dated February 5, 1985, for Maxus
Equity Fund is dated August 16, 1989, for Maxus Laureate Fund is dated February
10, 1993, and for MaxFund Trust is dated November 19, 1997. Each Current
Investment Advisory Agreement was last approved by the Board of Trustees at an
in-person meeting held on February 16, 2000, and continues in effect until
February 16, 2001.
5
11
INFORMATION CONCERNING TRUSTEES OF THE FUNDS
The information concerning the Trustees set forth in the following table is
based in part on information received from the respective Trustees and in part
on the records of the Funds.
NUMBER AND
PRINCIPAL OCCUPATION PERCENTAGE OF SHARES
NAME AND POSITION DURING PAST FIVE YEARS BENEFICIALLY OWNED (1);
WITH THE FUNDS AND AGE TRUSTEE SINCE
----------------- ---------------------- -----------------------
Richard A. Barone* President of Maxus Securities Corp. Income: 47,188 (1.3%); 1985
Chairman, Treasurer and Trustee (broker- dealer), Maxus Asset Management, Equity: 10,966(2); 1989
The Tower at Erieview Inc. (investment adviser) and Resource Laureate: 0 (0%); 1993
36th Floor Management Inc. dba Maxus Investment Heartland: 6,874 (3.2%); 1998
1301 East Ninth Street Group (financial services); Age 58 Aggressive: 9,200(2); 1998
Cleveland, Ohio 44114
Raj Aggarwal Firestone Chair of Corporate Finance, Income: 0 (0%); 2000
Trustee Graduate School of Management, Kent State Equity: 0 (0%); 2000
P.O. Box 5190 University; Mellen Chair and Professor, Laureate: 0 (0%); 2000
Kent, Ohio 44242 John Carroll University; Age 53 Heartland: 0 (0%); 2000
Aggressive: 0 (0%); 2000
Denis J. Amato* Chief Investment Officer, Gelfand, Maxus Income: 968(2); 1998
Trustee Asset Management, Inc. (investment Equity: 0 (0%); 1998
The Tower at Erieview adviser) since 1997; previously, Managing Laureate: 0 (0%); 1998
36th Floor Director, Gelfand Partners Asset Heartland: 0 (0%); 1998
1301 East Ninth Street Management (investment adviser); Age 55 Aggressive: 0 (0%); 1998
Cleveland, Ohio 44114
Kent W. Clapp Chairman, President, CEO Medical Mutual Income: 0 (0%); 1998
Trustee of Ohio (health insurer); Age 54 Equity: 0 (0%); 1998
2060 East Ninth Street Laureate: 0 (0%); 1998
Cleveland, Ohio 44114 Heartland: 110(2); 1998
Aggressive: 0 (0%); 1998
Robert Fritz Retired; formerly Vice President - Income: 0 (0%); 2000
Trustee Employee Benefits of Central National Equity: 0 (0%); 2000
12613 West Lake Road Bank, Society National Bank, Age 70 Laureate: 0 (0%); 2000
Vermillion, Ohio 44089 Heartland: 110(2); 2000
Aggressive: 0 (0%); 2000
Steven M. Kasarnich President/Executive Director, Northeast Income: 0 (0%); %); 1998
Trustee Ohio Council of Carpenters; Executive Equity: 0 (0%); 1998
47 Alice Drive Secretary- Treasurer, Ohio State Council Laureate: 0 (0%); 1998
Akron, Ohio 44319 of Carpenters; Age 46 Heartland: 442(2); 1998
Aggressive: 653(2); 1998
Burton D. Morgan Chairman, Morgan Bank (bank); President, Income: 12,861(2); 1987
Trustee Basic Search Inc. (venture capital); Equity: 0 (0%); 1991
Park Place Director, Multi-Color Corporation Laureate: 0 (0%); 1993;
10 West Streetsboro Road (printing); Chairman, Morgan Funshares, Heartland: 0 (0%); 1998
Hudson, Ohio 44236 Inc. (mutual fund); Age 84 Aggressive: 0 (0%); 1998
Michael A. Rossi President and COO, Flight Options, Inc.; Income: 0 (0%); 1989
Trustee Certified Public Accountant; Age 45 Equity: 191(2); 1990
6559 Wilson Mills Road Laureate: 0 (0%); 1993
Highland Heights, Ohio 44143 Heartland: 0 (0%); 1998
Aggressive: 0 (0%); 1998
Joseph H. Smith Chief Financial Officer, Diocese of Income: 0 (0%); 1998
Trustee Cleveland; Age 44 Equity: 632(2); 1998
1404 East Ninth Street Laureate: 803(2); 1998
8th Floor Heartland: 0 (0%); 1998
Cleveland, Ohio 44114 Aggressive: 851(2); 1998
* Mr. Barone and Mr. Amato are "interested persons" as defined by the Investment
Company Act of 1940 (the "Act") of each Fund by reason of their relationship
with Maxus Asset Management Inc.
(1) Shares beneficially owned as of September 30, 2000.
(2) Constitutes less than 1% of outstanding shares.
6
12
As of September 30, 2000, all 12 officers and Trustees as a group
beneficially owned the following numbers of shares (and percentages of
outstanding shares): Maxus Income Fund, 61,175 (1.69%); Maxus Equity Fund,
11,897 (0.48%); Maxus Laureate Fund, 4,613 (0.17%); and MaxFund Trust 18,675;
(consisting of Maxus Ohio Heartland Fund 7,970 (3.71%); and Maxus Aggressive
Value Fund 10,705 (0.26%)).
EXECUTIVE OFFICERS OF THE FUNDS
In addition to the Chairman of the Board (Mr. Barone), the Funds have the
following executive officers:
NAME AND POSITION PRINCIPAL OCCUPATION DURING
WITH THE FUNDS (1) PAST FIVE YEARS; AGE
- ------------------ ---------------------------
Alan G. Miller, Portfolio Manager, Maxus Asset Management, Inc.; Age 53
President, Maxus
Laureate Fund
Robert J. Conrad, Vice President, Resource Management Inc.; Age 37
Vice President
Robert W. Curtin, Senior Vice President and Secretary, Maxus Securities Corp.;
Secretary Age 56
(1) Mr. Miller has served since 1997, Mr. Conrad has served since 1998 and Mr.
Curtin has served since 1994.
EXECUTIVE OFFICER AND DIRECTORS OF MAM
NAME AND POSITION PRINCIPAL OCCUPATION DURING
WITH MAM PAST FIVE YEARS; AGE
----------------- ---------------------------
Richard A. Barone, President of Maxus Securities Corp. (broker-dealer), Maxus
President and Director Asset Management, Inc. (investment adviser) and Resource
Management Inc. dba Maxus Investment Group (financial
services); Age 58
N. Lee Dietrich, Retired; Age 73
Director
Sanford Fox, DDS Endodontics; Age 63
Director
DISTRIBUTION, TRANSFER AGENCY, PORTFOLIO PRICING AND RELATED SERVICES
The Distributor of each Fund is Maxus Securities Corp ("MSC"), a
wholly-owned subsidiary of RMI. The address of MSC is The Tower at Erieview,
36th Floor, 1301 East Ninth Street, Cleveland, Ohio 44114.
Each Fund has entered into an Administration Agreement with Mutual
Shareholder Services, LLC ("MSS"), The Tower at Erieview, Suite 1005, 1301 East
Ninth Street, Cleveland, Ohio 44114, pursuant to which MSS has agreed to act as
each Fund's Transfer, Redemption and Dividend Disbursing Agent. In addition,
each Fund has entered into an Accounting Services Agreement with MSS, pursuant
to which MSS has agreed to provide portfolio pricing and related services. MSS
is an affiliate of RMI, the parent company of MAM. For 1999, the Funds paid MSS
the following amounts under the Administration Agreement and the Accounting
Services Agreement: Maxus Income Fund, $41,104; Maxus Equity Fund, $42,065;
Maxus Laureate Fund, $30,281; and MaxFund Trust, $29,349 (Maxus Ohio Heartland
Fund, $5,635 and Maxus Aggressive Value Fund $23,714).
7
13
BENEFICIAL OWNERSHIP
Of the shares outstanding on September 29, 2000, the only persons known to
be the beneficial owner of more than 5% of the outstanding shares of a Fund
were:
MAXUS INCOME FUND
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
-------------- ------------------------------------ ---------------- ----------------
Investor Shares Victor Vertes, M.D. 323,889 9.98%
P.O. Box 2052
Jersey City, NJ 07303
Investor Shares William H. Loxterman 200,000 6.16%
P.O. Box 2052
Jersey City, NJ 07303
Institutional Shares B/D Holdings Inc. 60,000 15.64%
P.O. Box 2052
Jersey City, NJ 07303
Institutional Shares Maxus Securities Corp. 90,000 23.46%
1301 9th Street
Cleveland, Ohio 44114
Institutional Shares CNA Trust 196,247 51.16%
P.O. Box 5024
Costa Mesa, California 92628
MAXUS EQUITY FUND
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
-------------- ------------------------------------ ---------------- ----------------
Investor Shares Saxon & Co. 196,164 8.19%
P.O. Box 7780
Philadelphia, Pennsylvania 19182
Investor Shares Estate of Arline HG 354,133 14.79%
P.O. Box 2052
Jersey City, NJ 07303
Institutional Shares CNA Trust 34,262 76.76%
P.O. Box 5024
Costa Mesa, California 92628
Institutional Shares Resource Management, Inc. 10,000 22.40%
1301 9th Street
Cleveland, Ohio 44114
MAXUS LAUREATE FUND
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
-------------- ------------------------------------ ---------------- ----------------
Institutional Shares CNA Trust 69,109 93.16%
P.O. Box 5024
Costa Mesa, California 92628
Institutional Shares Robert J. Conrad IRA 3,809 5.14%
1504 Stone Court
Westlake, Ohio 44145
8
14
MAXUS AGGRESSIVE VALUE FUND
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
-------------- ------------------------------------ ---------------- ----------------
Institutional Shares CNA Trust 211,552 17.61%
P.O. Box 5024
Costa Mesa, California 92628
Institutional Shares Resource Management, Inc. 100,000 8.32%
1301 9th Street
Cleveland, Ohio 44114
Institutional Shares Case-Alumni Gelfand 195,758 16.29%
P.O. Box 94871
Cleveland, Ohio 44101
Institutional Shares Constance Gelfand Trust 586,742 48.83%
P.O. Box 94984
Cleveland, Ohio 44101
MAXUS OHIO HEARTLAND FUND
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
-------------- ------------------------------------ ---------------- ----------------
Investor Shares Lawrence G. Loxterman 10,110 6.59%
270 Barrington Ridge
Painesville, Ohio 44077
Investor Shares Gerald D. West 9,869 6.43%
P.O. Box 160
Westerville, Ohio 43086
Investor Shares Richmond Heights Central 32,405 21.08%
Hospital
P.O. Box 2052
Jersey City, NJ 07303
Investor Shares FBC Textile Processors 10,319 6.73%
One Griswold
Detroit, Michigan 48226
Institutional Shares Resource Management, Inc. 20,000 32.72%
1301 9th Street
Cleveland, Ohio 44114
Institutional Shares Strongsville Savings Bank 17,883 29.26%
P.O. Box 2052
Jersey City, NJ 07303
Institutional Shares Denis J. Amato 10,109 16.54%
P.O. Box 2052
Jersey City, NJ 07303
Institutional Shares Richard Barone 6,874 11.25%
15 Hunting Hollow Drive
Pepper Pike, Ohio 44124
OTHER MATTERS
The Trustees know of no other business to be brought before the meeting
except as set forth above. If, however, any other matters properly come before
the meeting, the persons named in the enclosed proxy card(s) intend to vote on
such matters in accordance with their best judgment.
REVOCATION OF PROXIES
Any person giving a proxy has power to revoke it at any time prior to its
exercise by executing a superseding proxy by submitting a notice of revocation
to the Secretary of the Funds. In addition, a shareholder present at the meeting
may withdraw his proxy and vote in person. All properly executed and
9
15
unrevoked proxies received in time for the meeting will be voted in accordance
with the instructions contained therein. If no instructions are specified on a
proxy, shares will be voted FOR a proposal.
SOLICITATION OF PROXIES
Proxies will be solicited by mail and may also be solicited in person or by
telephone by officers or Trustees of the Funds. The cost of preparing, printing
and mailing the enclosed proxy card(s), accompanying notice and Proxy Statement
will be borne by MAM. In addition to solicitation by mail, certain officers and
representatives of the Funds, officers and employees of MAM and certain
financial service firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies by telephone, electronic
mail, telegram or in person.
Proxies that are obtained telephonically will be recorded in accordance
with the procedures set forth below. These procedures have been reasonably
designed to ensure that the identity of the shareholder casting the vote is
accurately determined and that the voting instructions of the shareholder are
accurately determined.
In all cases where a telephonic proxy is solicited, the representative is
required to ask for each shareholder's full name, address, social security or
employer identification number, title (if the shareholder is authorized to act
on behalf of an entity, such as a corporation), and the number of shares owned
and to confirm that the shareholder has received the Proxy Statement and card in
the mail. If the information solicited agrees with the information provided to
the representative, the representative has the responsibility to explain the
process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on such proposals. The representative, although he or
she is permitted to answer questions about the process, is not permitted to
recommend to the shareholder how to vote, other than to read any recommendation
set forth in the Proxy Statement. The representative will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter or mailgram to confirm his or her vote and asking the shareholder
to call MAM immediately if his or her instructions are not correctly reflected
in the confirmation.
If the shareholder wishes to participate in the Meeting, but does not wish
to give his or her proxy telephonically, the shareholder may still submit the
proxy card originally sent with the Proxy Statement or attend in person. Should
the shareholder require additional information regarding the proxy or a
replacement proxy card, he or she may contact MAM toll-free at 888-89-MAXUS. Any
proxy given by a shareholder, whether in writing or by telephone, is revocable.
Although neither Ohio law nor the Declaration of Trust or By-laws of the
Funds specifically provide for such matters, the policy and practice of each
Fund is that properly executed proxies that are marked "abstain" will be counted
for purposes of determining whether a quorum has been achieved at the Meeting,
but will be treated as shares which have not been voted.
PROPOSALS OF SECURITY HOLDERS
Any shareholder wishing to submit a proposal to be considered at the next
meeting of shareholders of the Funds must submit such proposal a reasonable time
before the solicitation of proxies in respect of such meeting is made. The mere
submission of a proposal will not guarantee that such proposal will be presented
at the meeting because, in order to be so presented, a proposal must meet
certain requirements of the federal securities laws.
The mailing address for the Funds is The Tower at Erieview, 36th Floor,
1301 East Ninth Street, Cleveland, Ohio 44114.
By order of the Trustees
Robert W. Curtin,
Secretary
November 10, 2000
10
16
EXHIBIT
FORM OF NEW INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
, 2001
Maxus Asset Management Inc.
The Tower at Erieview -- 36th Floor
1301 East Ninth Street
Cleveland, OH 44114
Dear Sirs:
, an Ohio business trust (the "Trust"), herewith confirms
its agreement with you ("MAM") as follows:
The Trust desires to employ its capital by investing and reinvesting the
same in investments of the type and in accordance with the limitations specified
in its Prospectus as from time to time in effect, copies of which have been or
will be submitted to MAM, and in such manner and to such extent as may from time
to time be approved by the Board of Trustees of the Trust. The Trust desires to
employ MAM to act as the investment adviser and administrator for its investment
portfolio and such other investment portfolios as the Trust may
from time to time create (individually, a "Fund" or collectively, the "Funds").
Subject to the supervision and approval of the Board of Trustees, MAM will
provide investment management of each Fund's portfolio in accordance with each
Fund's investment objective and policies as stated in its most recent Prospectus
delivered to MAM, upon which MAM shall be entitled to rely. In connection
therewith, MAM will provide investment research and supervision of each Fund's
investments and conduct a continuous program of investment, evaluation and, if
appropriate, sale and reinvestment of the Fund's assets. MAM will furnish to the
Trust such statistical information with respect to the investments which each
Fund may hold or contemplate purchasing as the Trust may reasonably request. The
Board wishes to be kept in touch with important developments materially
affecting its portfolio and shall expect MAM, on its own initiative, to furnish
to the Board from time to time such information as MAM may believe appropriate
for this purpose.
In providing investment management services to the Trust, MAM shall give
primary consideration to securing the most favorable price and efficient
execution. In so doing, MAM may consider the financial responsibility, research
and investment information and other services provided by brokers or dealers who
may effect or be a party to any such transaction or other transactions to which
other clients of MAM may be a party. The Trust recognizes that it is desirable
that MAM have access to supplemental investment and market research and security
and economic analyses provided by brokers and that such brokers may execute
brokerage transactions at a higher cost to the Trust than may result when
allocating brokerage to other brokers on the basis of seeking the most favorable
price and efficient execution. Therefore, MAM is authorized to pay higher
brokerage commissions for the purchase and sale of securities for each Fund to
brokers who provide such research and analyses, subject to review by the Board
of Trustees from time to time with respect to the extent and continuation of
this practice. It is understood that the services provided by such brokers may
be useful to MAM in connection with its services to other clients.
On occasions when MAM deems the purchase or sale of a security to be in the
best interest of each Fund as well as other clients, MAM, to the extent
permitted by applicable laws and regulations, may aggregate the securities to be
sold or purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of the securities
so purchased or sold, as well as the expenses incurred in the transaction, will
be made by MAM in the manner it considers to be the most equitable and
consistent with its fiduciary obligations to the Fund and to such other clients.
11
17
MAM shall provide the Trust with such office facilities and clerical and
administrative services necessary to manage the business affairs of the Trust.
In addition, MAM will prepare and file various returns, reports and
registrations required by Federal and state law and respond to shareholder
communications. Subject to the direction of the Board of Trustees, MAM shall be
responsible for the overall management of the business affairs of the Trust.
MAM shall exercise its best judgment in rendering to the Trust the services
described above and the Trust agrees as an inducement to MAM's undertaking the
same that MAM shall not be liable hereunder for any mistake of judgment or in
any other event whatsoever, provided that nothing herein shall be deemed to
protect or purport to protect MAM against any liability to the Trust or to its
security holders to which MAM would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties
hereunder, or by reason of MAM's reckless disregard of its obligations and
duties hereunder.
MAM shall, at its own expense, maintain such staff and employ or retain
such personnel and consult with such other persons as it shall from time to time
determine to be necessary or useful to the performance of its obligations under
this Agreement. Without limiting the generality of the foregoing, the staff and
personnel of MAM shall be deemed to include persons employed or otherwise
retained by MAM to furnish statistical and other factual data, advice regarding
economic factors and trends, information with respect to technical and
scientific developments, and such other information, advice and assistance as
MAM may desire. MAM shall, as agent for the Trust, maintain the Trust's records
and books of account (other than those maintained by the Fund's transfer agent,
registrar, custodian and other agencies), including records of portfolio
transactions. All such books and records so maintained shall be the property of
each Fund and, upon request therefore, MAM shall surrender to such Fund such of
the books and records so requested.
MAM shall bear the cost of rendering the investment management, supervisory
and administrative services to be performed by it under this Agreement, and
shall, at its own expense, pay the compensation of the officers and employees,
if any, of the Trust who are employees of MAM, and provide such office space,
facilities and equipment, such clerical help and accounting, data processing,
bookkeeping and internal auditing services as the Trust shall reasonably require
in the conduct of its business and the cost of telephone service, heat, light,
power and other utilities provided to the Trust. The Trust shall bear all other
expenses to be incurred in the operation of the Trust, including charges and
expenses of any registrar, custodian, stock transfer and dividend disbursing
agent; brokerage commissions; taxes; engraving and printing stock certificates,
if any; registration costs of the Trust and its shares under Federal and state
securities laws; the cost and expense of printing, including typesetting, and
distributing prospectuses of the Trust and supplements thereto to the Trust's
shareholders; all expenses of shareholders' and trustees' meetings and of
preparing, printing and mailing proxy statements and reports to shareholders;
fees and travel expenses of trustees' or members of any advisory board or
committee who are not employees of MAM or any corporate affiliate of MAM; all
expenses incident to any dividend, withdrawal or redemption options; charges and
expenses of any outside service used for pricing of each Fund's portfolio
securities; fees and expenses of legal counsel, including counsel to the
trustees who are not interested persons of the Trust or of MAM and independent
accountants; membership dues of industry associations; interest on Fund
borrowings; postage; liability insurance premiums on property or personnel
(including officers and trustees) of the Trust which inure to their benefit; and
extraordinary expenses (including, but not limited to, legal claims and
liabilities and litigation costs and any indemnification relating thereto).
In consideration of services rendered pursuant to this Agreement, the Trust
will pay MAM on the first business day of each month a fee at the annual rate of
one percent (1%) of the average value of each Fund's daily net assets up to One
Hundred Fifty Million Dollars ($150,000,000.00) and seventy-five hundredths
percent (0.75%) of the average value of each Fund's daily net assets in excess
of One Hundred Fifty Million Dollars ($150,000,000.00). Net asset value shall be
computed at least once each business day. The fee for the period from the date
the initial registration statement of the Fund is declared effective by the
Securities and Exchange Commission to the end of the month during which such
initial registration shall have been declared effective by the Securities and
Exchange Commission shall be prorated according to the proportion which such
period bears to the full monthly period, and upon any termination of this
Agreement before the end of any month, such fee for such part of a month shall
be prorated according to the proportion which such period
12
18
bears to the full monthly period and shall be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to
MAM, the value of each Fund's net assets shall be computed in the manner
specified in such Fund's Prospectus for the computation of the value of such net
assets.
The Trust understands that MAM now acts and will continue to act as
investment adviser to various fiduciary or other managed accounts, and the Trust
has no objection to MAM's so acting. In addition, it is understood that the
persons employed by MAM to assist in the performance of its duties hereunder
will not devote their full time to such service and nothing contained herein
shall be deemed to limit or restrict the right of MAM or any affiliate of MAM to
engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
The Trust understands that MAM now acts and may in the future act as
investment adviser to one or more other investment companies, and the Trust has
no objection to MAM's so acting, provided that when two or more companies
managed by MAM have available funds for investment in money market instruments,
available money market investments will be allocated in accordance with a
formula believed to be equitable to each company. It is recognized that in some
cases this procedure may adversely affect the size of the position obtainable
for the Funds.
MAM shall not be liable for any error of judgment or mistake of law or for
any loss suffered by any Fund in connection with the matters to which this
Agreement relates, except for a loss resulting from willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement. Any
person, even though also an officer, partner, employee, or agent of MAM 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, to be rendering such services to, or acting solely for, the Fund and not
as an officer, partner, employee, or agent or one under the control or direction
of MAM even though paid by it.
This Agreement shall become effective on the date hereof and shall continue
in force for a period of one (1) years and from year to year thereafter,
provided such continuance is specifically approved at least annually by (i) the
Board of Trustees or (ii) as to any Fund, by a vote of a majority (as defined in
the Investment Company Act of 1940, as amended) of such Fund's outstanding
voting securities; provided that in either event the continuance is also
approved by a majority of the Trustees who are not "interested persons" (as
defined in said Act) of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on such approval. This Agreement is
terminable without penalty, at any time by (i) the Board of Trustees on 60 days
written notice to MAM or (ii) as to any Fund, by vote of holders of a majority
of such Fund's shares on 60 days written notice to MAM or by (iii) MAM on 60
days written notice to the Fund. This Agreement will also terminate
automatically in the event of its assignment (as defined in said Act).
Neither the Trustees, shareholders, officers, employees or agents of the
Trust shall be personally liable upon, nor shall resort be had to their private
property for the satisfaction of, any obligations of the Trust hereunder, and
MAM shall look solely to the property of the Trust for the satisfaction of any
claim hereunder.
If the foregoing is in accordance with your understanding, kindly so
indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
By:
------------------------------------
Richard A. Barone, Chairman
Accepted:
MAXUS ASSET MANAGEMENT, INC.
By:
-------------------------------------------------------
13
19
PROXY PROXY
MAXUS LAUREATE FUND
Special Meeting of Shareholders - December 28, 2000
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints Richard A. Barone and Robert J. Conrad, and
each of them, the proxies of the undersigned with power of substitution to each
of them to vote all shares of Maxus Laureate Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held at the
offices of Maxus Investment Group, The Tower at Erieview, 36th Floor, 1301 East
Ninth Street, Cleveland, Ohio on December 28, 2000 at 8:45 a.m. local time, and
any adjournments thereof.
(1) Approve a new Investment Advisory and Administration Agreement between
Maxus Laureate Fund and Maxus Asset Management, Inc.
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting including the election of
any person as a Trustee if any of the nominees named above is unable to
serve or for good cause unwilling to serve and matters incident to the
conduct of the Special Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1(c). PLEASE VOTE PROMPTLY.
(1) VOTE ON PROPOSAL 1 PART (C) DATED:____________________, 2000
________________________________
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ________________________________
(Signature of Shareholder(s))
Please sign exactly as name
appears above. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your title
as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign
partnership name by authorized
person. If a joint account,
please provide both signatures.
20
PROXY PROXY
MAXUS INCOME FUND
Special Meeting of Shareholders - December 28, 2000
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints Richard A. Barone and Robert J. Conrad, and
each of them, the proxies of the undersigned with power of substitution to each
of them to vote all shares of Maxus Income Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held at the
offices of Maxus Investment Group, The Tower at Erieview, 36th Floor, 1301 East
Ninth Street, Cleveland, Ohio on December 28, 2000 at 8:45 a.m. local time, and
any adjournments thereof.
(1) Approve a new Investment Advisory and Administation Agreement between Maxus
Income Fund and Maxus Asset Management, Inc.
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting including the election of
any person as a Trustee if any of the nominees named above is unable to
serve or for good cause unwilling to serve and matters incident to the
conduct of the Special Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1(A). PLEASE VOTE PROMPTLY.
(1) VOTE ON PROPOSAL 1 PART (A) DATED:____________________, 2000
________________________________
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ________________________________
(Signature of Shareholder(s))
Please sign exactly as name
appears above. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your title
as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign
partnership name by authorized
person. If a joint account,
please provide both signatures.
21
PROXY PROXY
MAXUS EQUITY FUND
Special Meeting of Shareholders - December 28, 2000
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints Richard A. Barone and Robert J. Conrad, and
each of them, the proxies of the undersigned with power of substitution to each
of them to vote all shares of Maxus Equity Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held at the
offices of Maxus Investment Group, The Tower at Erieview, 36th Floor, 1301 East
Ninth Street, Cleveland, Ohio on December 28, 2000 at 8:45 a.m. local time, and
any adjournments thereof.
(1) Approve a new Investment Advisory and Administration Agreement between
Maxus Equity Fund and Maxus Asset Management, Inc.
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting including the election of
any person as a Trustee if any of the nominees named above is unable to
serve or for good cause unwilling to serve and matters incident to the
conduct of the Special Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1(B). PLEASE VOTE PROMPTLY.
(1) VOTE ON PROPOSAL 1 PART (B) DATED:____________________, 2000
________________________________
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ________________________________
(Signature of Shareholder(s))
Please sign exactly as name
appears above. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your title
as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign
partnership name by authorized
person. If a joint account,
please provide both signatures.
22
PROXY PROXY
MAXUS AGGRESSIVE VALUE FUND
Special Meeting of Shareholders - December 28, 2000
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints Richard A. Barone and Robert J. Conrad, and
each of them, the proxies of the undersigned with power of substitution to each
of them to vote all shares of Maxus Aggressive Value Fund which the undersigned
is entitled to vote at the Special Meeting of Shareholders to be held at the
offices of Maxus Investment Group, The Tower at Erieview, 36th Floor, 1301 East
Ninth Street, Cleveland, Ohio on December 28, 2000 at 8:45 a.m. local time, and
any adjournments thereof.
(1) Approve a new Investment Advisory and Administration Agreement between
MaxFund Trust and Maxus Asset Management, Inc.
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting including the election of
any person as a Trustee if any of the nominees named above is unable to
serve or for good cause unwilling to serve and matters incident to the
conduct of the Special Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1(D). PLEASE VOTE PROMPTLY.
(1) VOTE ON PROPOSAL 1 PART (D) DATED:____________________, 2000
________________________________
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ________________________________
(Signature of Shareholder(s))
Please sign exactly as name
appears above. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your title
as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign
partnership name by authorized
person. If a joint account,
please provide both signatures.
23
PROXY PROXY
MAXUS OHIO HEARTLAND FUND
Special Meeting of Shareholders - December 28, 2000
This Proxy is Solicited on Behalf of the Trustees
The undersigned hereby appoints Richard A. Barone and Robert J. Conrad, and
each of them, the proxies of the undersigned with power of substitution to each
of them to vote all shares of Maxus Ohio Heartland Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held at the
offices of Maxus Investment Group, The Tower at Erieview, 36th Floor, 1301 East
Ninth Street, Cleveland, Ohio on December 28, 2000 at 8:45 a.m. local time, and
any adjournments thereof.
(1) Approve a new Investment Advisory and Administration Agreement between
MaxFund Trust and Maxus Asset Management, Inc.
(2) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting including the election of
any person as a Trustee if any of the nominees named above is unable to
serve or for good cause unwilling to serve and matters incident to the
conduct of the Special Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSAL 1(D). PLEASE VOTE PROMPTLY.
(1) VOTE ON PROPOSAL 1 PART (D) DATED:____________________, 2000
________________________________
FOR AGAINST ABSTAIN
[ ] [ ] [ ] ________________________________
(Signature of Shareholder(s))
Please sign exactly as name
appears above. When signing as
attorney, executor,
administrator, trustee or
guardian, please give your title
as such. If a corporation,
please sign in full corporate
name by president or other
authorized officer. If a
partnership, please sign
partnership name by authorized
person. If a joint account,
please provide both signatures.