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File Nos. 333-41555
and 811-8499
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 1 [X]
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2 [X]
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MAXFUND TRUST
(Exact name of registrant as specified in charter)
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The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114-1800
(Address of principal executive office)
Registrant's Telephone Number: 216/687-1000
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Richard A. Barone, The Tower at Erieview, 36th Floor
1301 East Ninth Street, Cleveland, Ohio 44114-1800
(Name and address of agent for service)
Copy to:
Michael J. Meaney, Esq.
Benesch, Friedlander, Coplan & Aronoff LLP
2300 BP America Building, 200 Public Square, Cleveland, Ohio 44114
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It is proposed that this filing will become effective (check appropriate box):
X immediately upon filing pursuant to paragraph (b) of Rule 485.
on (date) pursuant to paragraph (b) of Rule 485.
60 days after filing pursuant to paragraph (a)(1) of Rule 485.
on (date) pursuant to paragraph (a)(1) of Rule 485.
75 days after filing pursuant to paragraph (a)(2) of Rule 485.
on (date) pursuant to paragraph (1)(2) of Rule 485.
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MAXUS OHIO HEARTLAND FUND
MAXUS AGGRESSIVE VALUE FUND
Supplement to January 30, 1998 Prospectus
The Statement of Additional Information dated January 30, 1998 and
referred to in this Prospectus has been revised to include Unaudited Financial
Statements as of June 30, 1998.
Dated: July 31, 1998
-------------------
The Funds' Prospectus dated January 30, 1998, which is Part A of the
Registration Statement on Form N-1A, is hereby incorporated by reference into
this Post-Effective Amendment No. 1.
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MAXUS OHIO HEARTLAND FUND
MAXUS AGGRESSIVE VALUE FUND
Supplement to January 30, 1998
Statement of Additional Information
Attached hereto and made a part of this Statement of Additional
Information are Unaudited Financial Statements including Notes thereto and
Schedule of Investments dated as of June 30, 1998.
Dated: July 31, 1998
-------------------
The Funds' Statement of Additional Information dated January 30, 1998,
which is Part B to the Registration Statement on Form N-1A, is hereby
incorporated by reference into this Post-Effective Amendment No. 1.
<PAGE>
Ohio Heartland Fund
Schedule of Investments
June 30,1998
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Shares/Principal Amount Market Value % of Assets
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Agricultural Products
2,500 Andersons 25,937 1.22%
Chemicals
2,500 A. Schulman 48,906
1,500 Hanna,(M.A.) 27,469
------
76,375 3.59%
Consumer Cyclical and Other
7,500 International Total Service 52,500 2.47%
Metals & Mining
2,000 Brush Wellman 41,125
3,000 Olympic Steel * 37,500
1,200 Shiloh Industries * 24,300
-------
102,925 4.84%
Basic Materials
3,000 Hawk Group * 52,875 2.49%
Aerospace & Defense
2,000 Scott Technologies Inc. Cl A * 29,250 1.38%
Electrical Equipment
2,000 Diebold,Inc. 57,750
4,700 Keithley Instruments 34,956
3,500 Lamson & Sessions Co. * 21,656
2,000 Stoneridge Inc * 36,875
-------
151,237 7.11%
Engineering & Construction
3,750 Corrpro * 42,188 1.98%
Autos, Parts, & Equipment
1,800 Cooper Tire 37,350 1.76%
Homebuilding, Furnishings, & Appliances
2,000 Standard Register 70,750 3.33%
Leisure Time Products
2,000 Baldwin Piano * 30,000
3,000 Huffy Corp 54,375
------
84,375 3.97%
Publishing & Printing
3,800 Gibson Greetings * 95,000 4.47%
Retail
2,400 Fabri-Centers of America Cl B * 56,850
12,500 Sun Television * 25,000
------
81,850 3.85%
Textile, Apparel, & Footwear
3,000 RG Barry Corp * 49,500
3,500 Rocky Shoes & Boots * 49,875
------
99,375 4.67%
* Non-income producing securities.
The accompanying notes are an integral part of the financial statements.
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Food Processors
2,500 Worthington Foods 52,344 2.46%
Household Products & Personal Care
12,000 Royal Appliance * 75,000 3.53%
Restaurants
2,600 Bob Evans 55,088
2,300 Wendy's 54,050
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109,138 5.13%
Banks and Savings & Loans
5,000 Great Lakes Bancorp * 68,750 3.23%
Insurance Companies
1,000 State Auto Financial 31,875 1.50%
Real Estate Investment Trusts
3,000 Associated Estates Realty 56,062
3,000 Boykin Lodging 63,750
2,000 First Union Real Estate Equity & Mtg 18,500
-------
138,312 6.51%
Hospital Management & Managed Care
10,000 Collaborative Clinical Research * 41,250 1.94%
Medical Products & Services
1,000 Invacare 25,625 1.21%
Communication Equipment
5,500 Allen Telecom Inc. * 63,937 3.01%
Computer Software
1,000 Structural Dynamics * 23,125 1.09%
Electronic Component Distributors
2,500 Applied Industrial Technologies, Inc. 51,406
5,500 Pioneer Standard 52,938
-------
104,344 4.91%
Cash and Equivalents
112,061 Star Bank Treasury 388,695 18.28%
Total Investments 2,124,382 99.92%
Other Assets Less Liabilities 1,640 0.08%
Net Assets - Equivalent 2,126,022 100.00%
* Non-income producing securities.
The accompanying notes are an integral part of the financial statements.
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Aggressive Value Fund
Schedule of Investments
June 30,1998
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Shares/Principal Amount Market Value % of Assets
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Metals & Mining
200,000 Campbell Resources * 75,000 2.11%
Electrical Equipment
5,000 Tech Sym Corp * 139,062 3.91%
Engineering & Construction
20,000 Foster L B * 103,750 2.92%
Machinery & Manufacturing
5,000 Isco Inc 40,000 1.13%
Building Materials, Hardware, & Tools
30,000 Martin Industries 150,000 4.22%
Homebuilding, Furnishings, & Appliances
22,000 Catalina LTG Inc * 83,875 2.36%
Leisure Time Products
10,000 Baldwin Piano * 150,000
5,000 First Team Sports * 10,000
-------
160,000 4.50%
Lodging & Gaming
5,000 Aztar Corporation * 34,063
31,820 Casino America Inc * 111,370
5,000 Trump Hotels Casino Resorts * 35,313
-------
180,746 5.08%
Retail
20,000 Designs Inc. * 31,250
50,000 Michael Anthony Jewelers * 128,125
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159,375 4.48%
Textile, Apparel, & Footwear
30,000 Saucony Inc Cl A * 165,000 4.64%
Consumer Cyclical - Services & Other
7,000 International Total Services * 49,000 1.38%
Beverages & Tobacco
20,000 Scheid Vineyards Inc. Class A * 138,750 3.90%
Wholesale Distributors
12,500 Strategic Distribution Inc. * 68,750 1.93%
* Non-income producing securities.
The accompanying notes are an integral part of the financial statements.
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Household Products & Personal Care
47,500 Parlux Fragrance * 89,063
30,000 Royal Appliance * 187,500
-------
276,563 7.78%
Exploration & Production
24,000 Patina Oil & Gas 168,000 4.73%
Banks and Savings & Loans
10,000 Great Lakes Bancorp * 137,500 3.87%
Other Financial Services
4,700 Atlanta Sosnoff Capital Corp 45,825
16,500 Brantley Cap Corp * 156,750
17,300 GKN Holdings 51,900
10,600 National Discount Brokers * 112,625
-------
367,100 10.33%
Hospital Management & Managed Care
19,000 Collaborative Clinical Research * 78,375 2.20%
Medical Products & Services
10,000 Orthologic Corp * 51,250 1.44%
Communication Equipment
10,000 Airport Systems * 57,500
10,000 Aydin Corp * 87,500
-------
145,000 4.08%
Computer Hardware & Peripherals
22,500 Media 100 Inc * 85,781 2.41%
Computer & Dataprocessing Services
20,500 Proteon Inc. * 23,703 0.67%
Electronics, Semiconductors & Equipment
11,700 Trident Microsystems Inc. * 62,155
35,000 Xicor Inc. * 61,250
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123,405 3.47%
Cash and Equivalents
112,061 Star Bank Treasury 599,679 16.87%
Total Investments 3,569,664 100.41%
Other Assets Less Liabilities (14,744) -0.41%
Net Assets - Equivalent 3,554,920 100.00%
* Non-income producing securities.
The accompanying notes are an integral part of the financial statements.
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Statement of Assets & Liabilities
June 30, 1998
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Ohio
Heartland Aggressive
Fund Value Fund
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Assets:
Investment Securities at Market Value 2,124,382 3,569,664
(Identified Cost - $2,179,145 and $3,503,782)
Cash 4,564 2,545
Receivables:
Receivable for investment securities sold - 20,999
Dividends and interest receivable 6,091 6,685
Unamortized organization costs 13,956 13,956
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Total Assets 2,148,993 3,613,849
Liabilities:
Payable for investment purchased - 33,988
Payable for shareholder distributions - -
Accrued Expenses 22,971 24,941
Total Liabilities 22,971 58,929
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2,126,022 3,554,920
========= ==========
Net Assets:
Capital Paid In 2,176,395 3,508,831
Undistributed Net Investment Income 61 (2,188)
Accumulated Realized Gain (Loss)
on Investments - Net 4,329 (17,605)
Unrealized Appreciation in Value
of Investments Based on
Identified Cost - Net (54,763) 65,882
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Net Assets 2,126,022 3,554,920
========== ==========
Net Assets
Investors Shares 1,569,945 2,387,235
Institutional Shares 556,077 1,167,685
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Total 2,126,022 3,554,920
========= ==========
Shares of capital stock
Investors Shares 158,642 465,230
Institutional Shares 56,112 227,240
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Total 214,754 692,470
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Net asset value
Investors Shares $9.90 $5.13
Institutional Shares $9.91 $5.14
The accompanying notes are an integral part of the financial statements.
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Statement of Operations
June 30, 1998
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Ohio
Heartland Aggressive
Fund Value Fund
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Investment Income:
Dividend income $6,028 1,840
Interest income 13,860 26,213
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Total Income 19,888 28,053
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Expenses:
Investment advisory fees (Note 2) 6,516 12,374
Distribution fees (Investor shares) 2,228 3,812
Distribution fees (Institutional shares) - -
Custodial fees 890 2,008
Organization costs 1,268 1,268
Transfer agent fees/Accounting and Pricing 1,522 3,184
Legal 4,177 4,176
Audit 2,747 2,746
Registration and filing fees - -
Printing & Other Miscellaneous 480 673
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Gross Expenses 19,828 30,241
Net Investment Income (Loss) 60 (2,188)
Realized and Unrealized Gain (Loss) on Investments:
Realized Gain (Loss) on Investments 4,329 (17,605)
Distribution of Realized Capital Gains
from other Investment Companies - -
Unrealized Gain (Loss) from Appreciation
(Depreciation) on Investments (54,763) 65,882
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Net Realized and Unrealized Gain (Loss) on Investments (50,434) 48,277
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Net Increase (Decrease) in Net Assets from Operations (50,374) 46,089
======== ======
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Statement of Changes in Net Assets
June 30, 1998
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Ohio
Heartland Aggressive
Fund Value Fund
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From Operations:
Net Investment Income 60 (2,188)
Net Realized Gain (Loss) on Investments 4,329 (17,605)
Net Unrealized Appreciation (Depreciation) (54,763) 65,882
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Increase (Decrease) in Net Assets from Operations (50,374) 46,089
-------- -------
Distributions to investor shareholders:
Net Investment Income - -
Net Realized Gain (Loss) from Security Transactions - -
Distributions to institutional shareholders:
Net Investment Income - -
Net Realized Gain (Loss) from Security Transactions - -
Change in net assets from distributions - -
From Capital Share Transactions:
Proceeds from sale of shares 2,221,454 3,543,965
Dividend reinvestment - -
Cost of shares redeemed (45,058) (35,134)
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Change in net assets from capital transactions 2,176,396 3,508,831
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Change in net assets 2,126,022 3,554,920
Net Assets:
Beginning of period - -
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End of period 2,126,022 3,554,920
========= ==========
Share Transactions:
Issued 219,334 699,314
Reinvested - -
Redeemed (4,580) (6,844)
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Net increase (decrease) in shares 214,754 692,470
======== ========
Shares outstanding beginning of period - -
Shares outstanding end of period 214,754 692,470
======== ========
The accompanying notes are an integral part of the financial statements.
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Financial Highlights
June 30, 1998
Ohio Heartland Fund Aggressive Value Fund
2/1/98 to 6/30/98 2/1/98 to 6/30/98
Investor Institutional Investor Institutional
Net Asset Value -
Beginning of Period 10.00 10.00 5.00 5.00
Net Investment Income - 0.01 - 0.01
Net Gains or Losses on Securities
(realized and unrealized) (0.10) (0.10) 0.13 0.13
------ ------ ---- ----
Total from Investment Operations (0.10) (0.09) 0.13 0.14
Distributions
Net investment income - - - -
Capital gains - - - -
Return of capital - - - -
Total Distributions - - - -
Net Asset Value -
End of Period $9.90 $9.91 $5.13 $5.14
===== ===== ===== =====
Total Return -1.00% -0.90% 2.60% 2.80%
Ratios/Supplemental Data:
Net Assets at end of
period (thousands) 1,570 556 2,387 1,168
Ratio of expenses to
average net assets * 3.21% 2.71% 2.64% 2.14%
Ratio of net income to
average net assets * 0.01% 0.51% -0.37% 0.13%
Portfolio turnover rate * 4.32% 4.32% 54.88% 54.88%
Average commission per share 0.06349 0.06349 0.02831 0.02831
* Annualized
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MAXFUND TRUST NOTES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
1.)SIGNIFICANT ACCOUNTING POLICIES
Maxus Ohio Heartland Fund and Maxus Aggressive Value Fund (the "Funds") are
two separate diversified portfolios of MaxFund Trust (the "Trust"), an
open-end management investment company, organized as a Trust under the laws
of the State of Ohio by a Declaration of Trust dated November 7, 1997. The
investment objective of Maxus Ohio Heartland Fund is to obtain a total
return (a combination of capital appreciation and income). Under normal
circumstances, at least 80% of the value of the Fund's total assets will
consist of equity securities of companies headquartered in the State of
Ohio. The investment objective of Maxus Aggressive Value Fund is to obtain
capital appreciation. Under normal circumstances, at least 80% of the value
of the Fund's total assets will consist of equity securities of companies
who have a total market value of not less the $10,000,000 or more that
$200,000,000 as of the date of investment. Significant accounting policies
of the Fund are presented below:
SECURITY VALUATION:
Both Funds intend to invest in a wide variety of equity and debt
securities. The investments in securities are carried at market value. The
market quotation used for common stocks, including those listed on the
NASDAQ National Market System, is the last sale price on the date on which
the valuation is made or, in the absence of sales, at the closing bid
price. Over-the-counter securities will be valued on the basis of the bid
price at the close of each business day. Short-term investments are valued
at amortized cost, which approximates market. Securities for which market
quotations are not readily available will be valued at fair value as
determined in good faith pursuant to procedures established by the Board of
Directors.
SECURITY TRANSACTION TIMING
Security transactions are recorded on the dates transactions are entered
into (the trade dates). Dividend income and distributions to shareholders
are recorded on the ex-dividend date. Interest income is recorded as
earned. Both Funds use the identified cost basis in computing gain or loss
on sale of investment securities. Discounts and premiums on securities
purchased are amortized over the life of the respective securities.
INCOME TAXES:
It is both Funds' policy to distribute annually, prior to the end of the
calendar year, dividends sufficient to satisfy excise tax requirements of
the Internal Revenue Service. This Internal Revenue Service requirement may
cause an excess of distributions over the book year-end accumulated income.
In addition, it is both Funds' policy to distribute annually, after the end
of the calendar year, any remaining net investment income and net realized
capital gains.
ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
2.)INVESTMENT ADVISORY AGREEMENT
The Trust has entered into an investment advisory and administration
agreement with Maxus Asset Management Inc. a wholly owned subsidiary of
Resource Management Inc. The Investment Advisor receives from each Fund as
compensation for its services to that Fund an annual fee of 1% on the first
$150,000,000 of the Fund's net assets, and 0.75% of the Fund's net assets
in excess of $150,000,000.
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MAXFUND TRUST NOTES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
3.)RELATED PARTY TRANSACTIONS
Resource Management, Inc. has three wholly owned subsidiaries which provide
services to the Fund. These subsidiaries are Maxus Asset Management Inc,
Maxus Securities Corp, and Maxus Information Systems Inc. Maxus Asset
Management was paid $6,516 by Maxus Ohio Heartland Fund and $12,374 by
Maxus Aggressive Value Fund in investment advisory fees during the five
months ended June 30, 1998. Maxus Securities, who served as the national
distributor of the Fund's shares, was reimbursed $2,228 by Maxus Ohio
Heartland Fund and $3,812 by Maxus Aggressive Value Fund for distribution
expenses. Maxus Information Systems received fees totaling $1,522 From
Maxus Ohio Heartland Fund and $3,184 from Maxus Aggressive Value Fund for
services rendered to the Fund for the five months ended June 30, 1998.
Maxus Securities is a registered broker-dealer. Maxus Securities effected
substantially all of the investment portfolio transactions for the Fund.
For this service Maxus Securities received commissions of $6,750 from Maxus
Ohio Heartland Fund and $22,899 from Maxus Aggressive Value Fund for the
five months ending June 30, 1998.
At June 30, 1998, Resource Management owned 10,000 shares in Maxus Ohio
Heartland Fund and 100,000 shares in Maxus Aggressive Value Fund.
Certain officers and/or trustees of the Fund are officers and/or directors
of the Investment Advisor and Administrator. Each director who is not an
"affiliated person" receives an attendance fee of $100 per Fund per
meeting.
4.)CAPITAL STOCK AND DISTRIBUTION
At June 30, 1998 an indefinite number of shares of capital stock ($.10 par
value) were authorized, and paid-in capital amounted to $2,176,395 for the
Maxus Ohio Heartland Fund and $3,508,831 for the Maxus Aggressive Value
Fund.
Distributions to shareholders are recorded on the ex-dividend date.
Payments in excess of net investment income or of accumulated net realized
gains reported in the financial statements are due primarily to book/tax
differences. Payments due to permanent differences have been charged to
paid in capital. Payments due to temporary differences have been charged to
distributions in excess of net investment income or realized gains.
5.)PURCHASES AND SALES OF SECURITIES
The table below displays information describing purchases and sales of
investment securities, both U.S. Government obligations and non U.S.
Government obligations made during the five months ended June 30, 1998.
Maxus Ohio Maxus Aggressive
Heartland Fund Value Fund
Type of obligation
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Purchase of non U.S. Government * 1,814,180 28,059
Sale of non U.S. Government * 3,600,791 679,083
Purchase of U.S. Government 0 0
Sale of U.S. Government 0 0
* This value includes short-term investments.
6.)FINANCIAL INSTRUMENTS DISCLOSURE
There are no reportable financial instruments that have any off-balance
sheet risk as of June 30, 1998.
7.)SECURITY TRANSACTIONS
For Federal income tax purposes, the cost of investments owned at June 30,
1998 was the same as identified cost.
<PAGE>
MAXFUND TRUST NOTES
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
At June 30, 1998, the composition of unrealized appreciation (the excess of
value over tax cost) and depreciation (the excess of tax cost over value)
was as follows:
Maxus Ohio Maxus Aggressive
Heartland Fund Value Fund
Appreciation 83,646 188,273
(Depreciation) (138,409) (122,391)
Net Appreciation (Depreciation) (54,763) 65,882
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment to be signed on behalf of the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 31st day of
July, 1998. The Registrant certifies that this Post-Effective Amendment meets
all of the requirements for effectiveness pursuant to Rule 485(b) under the
Securities Exchange Act of 1933.
MAXFUND TRUST
By: /s/ Richard A. Barone
Richard A. Barone, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities as indicated.
Signature Title
Richard A. Barone Chairman of the Board (Principal Executive Officer,
Financial Officer and Accounting Officer) and Trustee
Denis J. Amato Trustee
Burton D. Morgan Trustee
Michael A. Rossi Trustee
Richard A. Barone, by signing his name below, signs this Post-Effective
Amendment No. 1 on behalf of the above-named Trustees pursuant to Powers of
Attorney contained in the Registration Statement previously filed with the
Securities and Exchange Commission.
Dated: July 31, 1998 /s/ Richard A. Barone
---------------------
Richard A. Barone, Attorney-in-Fact
<PAGE>
BENESCH 2300 BP America Building
FRIEDLANDER 200 Public Square
COPLAN & Cleveland, Ohio 44114-2378
ARONOFF LLP 216/363-4500
Attorneys at Law Fax 216/363-4588
Michael J. Meaney
Writer's Direct Dial Number
(216) 363-4436
July 31, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: MaxFund Trust - Post-Effective Amendment No. 1 Pursuant to Rule 485(b)
Registration Nos. 333-41555 and 811-8499
Dear Sir/Madam:
On behalf of the above-titled Registrant, we are enclosing Post-Effective
Amendment No. 1 to the above Registration Statement of the Registrant.
This Post-Effective Amendment No. 1 is being filed pursuant to Rule 485(b) under
the Securities Act of 1933. As counsel for the Fund, we have reviewed this
Post-Effective Amendment No. 1 and represent that such amendment does not
contain disclosures which would render it ineligible to become effective
pursuant to Rule 485(b).
Very truly yours,
Michael J. Meaney
Enclosure
<PAGE>
