Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
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 240.14a-11(c) or
240.14a-12
Midwest Strategic Trust
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) 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:
---------------------------------------------------
<PAGE>
[ ] 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:
--------------------------------------------
<PAGE>
MIDWEST STRATEGIC TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
U.S. GOVERNMENT SECURITIES FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST STRATEGIC TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
TREASURY TOTAL RETURN FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST STRATEGIC TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
UTILITY FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below). FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
MIDWEST STRATEGIC TRUST
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
EQUITY FUND
The undersigned hereby appoints Robert H. Leshner and John
F. Splain, and each of them, as Proxies with power of
substitution and hereby authorizes each of them to represent
and to vote as provided on the reverse side, all shares of
beneficial interest of the above Fund which the undersigned
is entitled to vote at the special meeting of shareholders
to be held on December 8, 1995 or at any adjournment
thereof.
The undersigned acknowledges receipt of the Notice of
Special Meeting and Proxy Statement dated October 16, 1995.
Date: ----------------------------
NOTE: Please sign exactly as your name
appears on this proxy. If signing for
an estate, trust or corporation, title
or capacity should be stated. If shares
are held jointly, both signers shall
sign, although the signature of one will
bind the other.
-----------------------------------
-----------------------------------
Signature(s) PLEASE SIGN IN BOX ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE
BOXES BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK
PENCIL. DO NOT USE RED INK.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
ELECTION OF TRUSTEES AND FOR PROPOSAL 2.
1. Authority to vote for the election of all nominees for
trustee as listed below (except as marked to the
contrary below).
FOR WITHHOLD
--- --------
--- --------
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED BELOW.
D. Brown, G. Heldman, H.J. Lerner, R. Leshner,
R. Lipsey, D. Rahilly, F. Rappoport, O. Robertson,
R. Sumerel
2. With respect to ratification of the selection of Arthur
Andersen LLP as the Trust's independent public
accountants for the current fiscal year.
FOR AGAINST ABSTAIN
--- ------- -------
--- ------- -------
3. In their discretion, the Proxies are authorized to vote
upon such other matters as may properly come before the
meeting.
PLEASE MARK YOUR PROXY, DATE AND SIGN IT ON THE REVERSE
SIDE, AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
<PAGE>
October 16, 1995
Dear Shareholder:
You are cordially invited to attend a Special Meeting of
Shareholders of Midwest Strategic Trust to be held on
December 8, 1995 at 10:30 a.m. at 312 Walnut Street, 10th
Floor Conference Center, Cincinnati, Ohio 45202.
The primary purpose of the Special Meeting is to have
shareholders of the Trust elect trustees to serve on the
Board. Shareholders are also being asked to ratify or
reject the selection of Arthur Andersen LLP as the Trust's
independent public accountants for the current fiscal year.
The Board of Trustees has given full and careful
consideration to each of these matters and has concluded
that the proposals are in the best interests of the Trust
and its shareholders. The Board of Trustees therefore
recommends that you vote "FOR" each of the matters discussed
herein.
Regardless of the number of shares you own, it is important
that they are represented and voted. If you cannot
personally attend the special shareholders' meeting, we
would appreciate your promptly voting, signing and returning
the enclosed proxy in the postage-paid envelope provided.
Very truly yours,
/s/ Robert H. Leshner
Robert H. Leshner
President
</page>
MIDWEST STRATEGIC TRUST
312 Walnut Street
Cincinnati, Ohio 45202
- ------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 8, 1995
- ------------------------------------------------------------
NOTICE IS HEREBY GIVEN that a special meeting of
shareholders of Midwest Strategic Trust will be held at 312
Walnut Street, 10th Floor Conference Center, Cincinnati,
Ohio 45202, on Friday, December 8, 1995 at 10:30 a.m. to
consider and vote on the following matters:
1. To elect nine trustees, each to serve until his/her
successor is duly elected and shall qualify;
2. To ratify or reject the selection of Arthur Andersen
LLP as independent public accountants for the current
fiscal year; and
3. To transact any other business, not currently
contemplated, that may properly come before the meeting
in the discretion of the proxies or their substitutes.
Shareholders of record at the close of business on
October 12, 1995 are entitled to notice of and to vote at
this meeting or any adjournment thereof.
By order of the Board of Trustees,
/s/ John F. Splain
John F. Splain
Secretary
October 16, 1995
- -----------------------------------------------------------
Please execute the enclosed proxy and return it
promptly in the enclosed envelope, thus avoiding unnecessary
expense and delay. No postage is required if mailed in the
United States. The proxy is revocable and will not affect
your right to vote in person if you attend the meeting.
<PAGE>
MIDWEST STRATEGIC TRUST
312 WALNUT STREET
CINCINNATI, OHIO 45202
- ------------------------------------------------------------
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on December 8, 1995
- ------------------------------------------------------------
PROXY STATEMENT
- -----------------------------------------------------------
This proxy statement is furnished in connection with
the solicitation by the board of trustees (the "Board of
Trustees") of Midwest Strategic Trust (the "Trust") of
proxies for use at the special meeting of shareholders or at
any adjournment thereof. The proxy statement and form of
proxy were first mailed to shareholders on or about October
25, 1995.
The Board of Trustees has recently adopted a policy,
providing for the eventual retirement of the trustees, which
establishes a mandatory retirement age of 65 for all Board
members. An identical policy has also been adopted by the
board of trustees of Midwest Trust and Midwest Group Tax
Free Trust, two other regulated investment companies within
the "Midwest Complex." The Board of Trustees has also
proposed that all members of the Board under the age of 65
and all members of the board of trustees of Midwest Trust
and Midwest Group Tax Free Trust under the age of 65 be
combined into a single board of trustees overseeing the
entire Midwest Complex (the "Consolidated Board"). The
Board of Trustees believes that having the Consolidated
Board oversee the entire Midwest Complex should create
administrative efficiencies and may reduce expenses.
Upon implementation of the Trust's newly adopted
retirement policy, two members of the present Board of
Trustees must retire. If all of the individuals nominated
for the Consolidated Board are elected, the Consolidated
Board will consist of the remaining members of the Board of
Trustees and two members of the board of trustees for
Midwest Group Tax Free Trust and Midwest Trust who are not
presently on the Board of Trustees. At least two-thirds of
the individuals serving on the Board of Trustees are
required by the Investment Company Act of 1940 to have been
elected by shareholders. Although the Board of Trustees
generally has the authority, pursuant to the Agreement and
Declaration of Trust, to elect and replace Trustees, the
individuals who have been nominated to serve on the
Consolidated Board cannot be elected by the Board of
Trustees because shareholders of the Trust would not have
elected two-thirds of the trustees. Consequently, the
primary purpose of the special meeting is to elect trustees
to serve on the Consolidated Board.
Shareholders are also being asked to ratify the
selection of Arthur Andersen LLP as the Trust's independent
public accountants for the current fiscal year.
A proxy, if properly executed, duly returned and not
revoked, will be voted in accordance with the specifications
therein. A proxy which is properly executed that has no
voting instructions to a proposal will be voted for that
proposal. A shareholder may revoke a proxy at any time
prior to use by filing with the Secretary of the Trust an
instrument revoking the proxy, by submitting a proxy bearing
a later date, or by attending and voting at the meeting.
The Trust has retained Management Information Services
Corp. ("MIS") to solicit proxies for the special meeting.
MIS is responsible for printing proxy cards, mailing proxy
material to shareholders, soliciting brokers, custodians,
nominees and fiduciaries, tabulating the returned proxies
and performing other proxy solicitation services. The
anticipated cost of such services is approximately $2,600,
and will be paid by the Trust. The Trust will also pay the
printing and postage costs of the solicitation.
In addition to solicitation through the mails, proxies
may be solicited by officers, employees and agents of the
Trust without additional cost to the Trust. Such
solicitation may be by telephone, facsimile or otherwise.
The Trust will reimburse MIS, brokers, custodians, nominees
and fiduciaries for the reasonable expenses incurred by them
in connection with forwarding solicitation material to the
beneficial owners of shares held of record by such persons.
THE TRUST'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED
MARCH 31, 1995 AND THE TRUST'S MOST RECENT SEMIANNUAL REPORT
ARE AVAILABLE AT NO CHARGE BY WRITING TO THE TRUST AT 312
WALNUT STREET, 21st FLOOR, CINCINNATI, OHIO 45202-4094, OR
BY CALLING THE TRUST NATIONWIDE TOLL-FREE 800-543-0407, IN
CINCINNATI 629-2050.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business
on October 12, 1995 as the record date for the determination
of shareholders entitled to notice of and to vote at the
special meeting of shareholders or any adjournment thereof.
The Trust is comprised of four separate funds, the U.S.
Government Securities Fund, the Treasury Total Return Fund,
the Utility Fund and the Equity Fund (individually, a "Fund"
and collectively, the "Funds"), each of which is represented
by a separate series of the Trust's shares. The Utility
Fund and the Equity Fund series each offer two classes of
shares, Class A and Class C shares. As of the record date
there were 9,786,865.891 shares of beneficial interest, no
par value, of the Trust outstanding, comprised of
2,844,984.520 shares of the U.S. Government Securities Fund,
2,595,426.366 shares of the Treasury Total Return Fund,
3,692,284.623 shares of the Utility Fund and 654,170.382
shares of the Equity Fund. All full shares of the Trust are
entitled to one vote, with proportionate voting for
fractional shares.
On October 12, 1995, Amivest Corporation, P.O. Box 370
Cooper Station, New York, New York owned of record 17.93% of
the outstanding shares of the U.S. Government Securities
Fund; Queen City Urology Associates, Inc., 400 Martin Luther
King Drive, Cincinnati, Ohio owned of record 7.95% of the
outstanding shares of the Treasury Total Return Fund;
Merrill Lynch/FDS Mutual Fund Operations, 4800 Deer Lake
Drive East, Jacksonville, Florida owned of record 5.81% of
the outstanding shares of the Utility Fund; and Orflex
Employees 401(k) Plan, 470 W. Northland Boulevard,
Cincinnati, Ohio owned of record 9.02% of the outstanding
shares of the Equity Fund. No other person owned of record
and, according to information available to the Trust, no
other person owned beneficially 5% or more of the
outstanding shares of the Trust (or any Fund) on the record
date.
If a quorum (more than 50% of the outstanding shares of
the Trust) is represented at the meeting, the vote of a
plurality of the Trust's shares represented at the meeting
is required for the election of trustees. If a quorum is
present at the meeting but sufficient votes to approve one
or both of the proposals described herein are not received,
the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation
of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented
at the meeting in person or by proxy. A shareholder vote
may be taken on one of the proposals in this proxy statement
prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate. Abstentions and
"broker non-votes" are counted for purposes of determining
whether a quorum is present but do not represent votes cast
with respect to a proposal. "Broker non-votes" are shares
held by a broker or nominee for which an executed proxy is
received by the Trust, but are not voted as to one or more
proposals because instructions have not been received from
the beneficial owners or persons entitled to vote and the
broker or nominee does not have discretionary voting power.
The trustees of the Trust intend to vote all of their
shares in favor of the proposals described herein. On the
record date, all nominees for election as trustees and
officers as a group owned of record or beneficially 1.20% of
the Trust's outstanding shares, including 2.46% of the
outstanding shares of the Utility Fund, 1.69% of the
outstanding shares of the Equity Fund and less than 1% of
the outstanding shares of each of the other Funds.
I. ELECTION OF TRUSTEES
Nine trustees are to be elected, each to serve until
his or her successor is duly elected and shall qualify. The
following table sets forth certain information regarding
each nominee for election as a trustee by shareholders.
Each nominee, except for Mr. Heldman and Mr. Robertson, is a
member of the present Board of Trustees.
Following the special meeting of shareholders, Robert
Betagole and Margaret S. Hansson (each of whom has been a
trustee since 1989) will resign from the Board of Trustees.
<TABLE>
<C> <C> <C> <C> <C>
Compensation During
Amount of the Fiscal Year
Name and Principal Occupation Beneficial Ended March 31, 1995
During the Past Five Years Ownership From:
and Directorships of Trustee of Shares of The The Midwest
Public Companies Age Since the Trust (1) Trust Complex(2)
- ----------------------------- --- ------- ------------ ------- -----------
DALE P. BROWN 48 1994 1,120.54 $ 600 $ 600
President and Chief Executive shares of the
Officer of Sive/Young & Utility Fund;
Rubicam (an advertising agency). 333.40 shares
She is also a director of The of the Equity
Ohio National Life Insurance Fund.
Company.
GARY W. HELDMAN 48 Nominee None 0 4,400
Former President of The
Fechheimer Brothers Company
(a manufacturer of uniforms).
He is a trustee of Midwest
Trust and Midwest Group Tax
Free Trust (registered
investment companies).
H. JEROME LERNER 57 1989 3,236.77 2,400 6,800
Principal of HJL Enterprises shares of the
and Chairman of Crane Treasury Total
Electronics, Inc. (a Return Fund.
manufacturer of electronic
connectors). He is also
a trustee of Midwest Trust
and Midwest Group Tax Free
Trust.
*ROBERT H. LESHNER 56 1982 403.99 shares 0 0
Chairman of the Board of the Utility
of Midwest Group Fund; 8,492.01
Financial Services, Inc. (the shares of the
investment adviser and Equity Fund
principal underwriter of the (1.30% of the
Trust), MGF Service Corp. (a outstanding
registered transfer agent) and shares of the
Leshner Financial, Inc. (a Equity Fund).
financial services company and
parent of Midwest Group
Financial Services, Inc.
and MGF Service Corp.).
He is also President and a
trustee of Midwest Trust and
Midwest Group Tax Free Trust.
RICHARD A. LIPSEY 56 1992 15,230.27 2,400 2,400
President and Chief shares of the
Executive Officer of Utility Fund.
Lipsey's, Inc. (a national
sporting goods distributor).
He is also a Regional
Director of Premier Bank,
N.A.
DONALD J. RAHILLY 49 1990 12,188.46 2,100 2,100
Chairman of S. Rosenthal shares of
& Co., Inc. (a printing the Treasury
company). Total Return
Fund;
43,111.61
shares of the
Utility Fund
(1.17% of the
outstanding
shares of the
Utility Fund).
FRED A. RAPPOPORT 48 1992 None 2,400 2,400
President and Chairman of
The Fred Rappoport Company
(a broadcasting and
entertainment production
company). Until 1991, he
was Vice President-
Entertainment and Informational
Special Programs of CBS, Inc.
(a broadcasting company).
OSCAR P. ROBERTSON 56 Nominee 30,793.49 0 3,400
President of Orchem, Inc. shares of
(a chemical specialties the Utility
distributor) and Orpack Fund;
Stone Corporation (a 5,234.35
corrugated box manufacturer). shares of
He is a trustee of Midwest the Equity
Trust and Midwest Group Tax Fund.
Free Trust.
ROBERT B. SUMEREL 54 1995 None 0 0
Chief Executive Officer
of Bob Sumerel Tire, Inc.
(a tire sales and service
company).
</TABLE>
(1) Voting and investment power as of October 12, 1995.
Unless otherwise indicated, the percentage of shares of a Fund
owned beneficially by any trustee or nominee does not exceed one
percent of the outstanding shares of such Fund.
(2) The Midwest Complex consists of the Trust, Midwest
Trust and Midwest Group Tax Free Trust.
* Robert H. Leshner, as an affiliated person of Midwest Group
Financial Services, Inc., the Trust's investment adviser and
principal underwriter, is an "interested person" of the Trust
within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940. Mr. Leshner may directly or indirectly
receive benefits from such affiliation.
Dale P. Brown is President and Chief Executive Officer of
Sive/Young & Rubicam, an advertising agency which provides public
relations services to Leshner Financial, Inc., the parent company
of Midwest Group Financial Services, Inc. The total amount paid
by Leshner Financial, Inc. to Sive/Young & Rubicam for services
rendered during the period from March 31, 1994 through September
30, 1995 was $55,618.
All nominees have consented to being named in this proxy
statement and have agreed to serve if elected. Trustees on the
Consolidated Board who are not interested persons of the Trust
will receive a quarterly retainer of $1,000 plus $750 for each
Board meeting attended. Such fees will be split equally between
the Trust, Midwest Trust and Midwest Group Tax Free Trust.
The Trust has an Audit Committee currently consisting of
Margaret S. Hansson, H. Jerome Lerner and Richard A. Lipsey. If
all of the nominees to serve on the Consolidated Board are
elected by shareholders, there will be a single Audit Committee
for the entire Midwest Complex and the Audit Committee will
consist of Dale P. Brown, H. Jerome Lerner and Richard A. Lipsey.
The Audit Committee makes recommendations to the Board of
Trustees concerning the selection of the Trust's independent
public accountants, reviews with such accountants the scope and
results of the Trust's annual audit, reviews the semiannual
financial reports of the Trust and considers any comments which
the accountants may have regarding the Trust's financial
statements or books of account. Audit Committee members will
each receive $300 ($100 payable by each of the Trust, Midwest
Trust and Midwest Group Tax Free Trust) for attending an Audit
Committee meeting.
During the fiscal year ended March 31, 1995, the Board of
Trustees and the Audit Committee each held four meetings. During
such fiscal year, each trustee, except for Robert Betagole and
Donald J. Rahilly, attended at least 75% of the aggregate of (i)
the total number of meetings of the Board of Trustees (held
during the period during which he or she has been a trustee) and
(ii) the total number of meetings held by all committees of the
Board of Trustees on which he or she served.
EXECUTIVE OFFICERS. The Trust's executive officers are set
forth below. The business address of each officer is 312 Walnut
Street, Cincinnati, Ohio 45202.
<PAGE>
<TABLE>
<C> <C> <C> <C>
Name and Principal Occupation Officer Position with
During the Past Five Years Age Since the Trust
- ----------------------------- --- ------- --------------
ROBERT H. LESHNER 56 1983 President
(See Page ---) and Trustee
JOHN F. SPLAIN 39 1989 Secretary
Secretary and General Counsel
of Leshner Financial, Inc.,
Midwest Group Financial
Services, Inc. and MGF Service
Corp. He is also Secretary of
Midwest Group Tax Free Trust,
Midwest Trust, Brundage
Story and Rose Investment Trust,
Leeb Personal FinanceTM
Investment Trust, Williamsburg
Investment Trust, Markman
MultiFund Trust and The
Tuscarora Investment Trust and
Assistant Secretary of
Schwartz Investment Trust and
Fremont Mutual Funds, Inc.
(all of which are registered
investment companies).
MARK J. SEGER, C.P.A. 33 1989 Treasurer
Vice President of Leshner
Financial, Inc. and MGF
Service Corp. He is
Treasurer of Midwest Group
Tax Free Trust, Midwest Trust,
Brundage, Story and Rose
Investment Trust, Leeb
Personal FinanceTM Investment
Trust, Williamsburg
Investment Trust and Markman
MultiFund Trust, Assistant
Treasurer of Schwartz
Investment Trust and
The Tuscarora Investment
Trust, and Assistant
Secretary of Fremont
Mutual Funds, Inc.
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OTHER INFORMATION
Midwest Group Financial Services, Inc. serves as investment
adviser and principal underwriter to the Trust. MGF Service
Corp. serves as the Trust's administrator, transfer agent, and
accounting and pricing agent. The address of each corporation is
312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. Midwest
Group Financial Services, Inc. and MGF Service Corp. are wholly-
owned subsidiaries of Leshner Financial, Inc., of which Robert H.
Leshner is the controlling shareholder.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has been selected as the Trust's
independent public accountants for the current fiscal year by
vote of the Board of Trustees, including a majority of the
Trustees who are not interested persons of the Trust. The
employment of Arthur Andersen LLP is conditional upon the right
of the Trust, by a vote of a majority of its outstanding shares,
to terminate the employment without any penalties.
Arthur Andersen LLP has acted as the Trust's
independent public accountants since 1983. If the Trust's
shareholders do not ratify the selection of Arthur Andersen LLP,
other certified public accountants will be considered for
selection by the Board of Trustees.
Representatives of Arthur Andersen LLP are not expected
to be present at the meeting although they will have an
opportunity to attend and to make a statement, if they desire to
do so. If representatives of Arthur Andersen LLP are present,
they will be available to respond to appropriate questions from
shareholders.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS RATIFY
THE SELECTION OF ARTHUR ANDERSEN LLP.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing
any matter before the meeting other than those specifically
referred to above or matters in connection with or for the
purpose of effecting the same. Neither the proxy holders nor the
Board of Trustees are aware of any matters which may be presented
by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance
with their best judgment.
Any shareholder proposal intended to be presented at
the next shareholder meeting must be received by the Trust for
inclusion in its Proxy Statement and form of Proxy relating to
such meeting at a reasonable time before the solicitation of
proxies for the meeting is made.
<PAGE>
By Order of the Board of Trustees,
/s/ John F. Splain
John F. Splain
Secretary
Date: October 16, 1995
- -----------------------------------------------------------
Please complete, date and sign the enclosed Proxy and return it
promptly in the enclosed reply envelope. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
