<PAGE> 1
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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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
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: ...........................................................
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<PAGE> 2
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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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
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: ...........................................................
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<PAGE> 3
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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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
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: ...........................................................
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<PAGE> 4
- --------------------------------------------------------------------------------
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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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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
</TABLE>
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: ...........................................................
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<PAGE> 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 April 4, 2000
A Special Meeting of Shareholders 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 Tuesday, April
4, 2000, for the following purposes:
1. To elect nine Trustees for each Fund.
2. To 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 February 25, 2000,
are entitled to vote at the meeting or any adjournment thereof.
Robert W. Curtin,
Secretary
Cleveland, Ohio
March 7, 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.
<PAGE> 6
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, 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
April 4, 2000.
Shareholders may vote only on matters which 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
for the election of Trustees of MaxFund Trust.
Shareholders of record as of the close of business on the record date,
February 25, 2000, are entitled to vote at the Special 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 Special Meeting: Maxus Income Fund, 2,891,204; Maxus
Equity Fund, 2,161,003; Maxus Laureate Fund, 2,310,798; and MaxFund Trust,
3,116,046 (Maxus Ohio Heartland Fund, 240,806; and Maxus Aggressive Value Fund,
2,875,240).
This proxy statement and the accompanying proxy card(s) are being mailed to
shareholders on or about March 7, 2000.
THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF THEIR 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).
SUMMARY OF PROPOSALS
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:
<TABLE>
<CAPTION>
MAXUS INCOME MAXUS EQUITY MAXUS LAUREATE MAXFUND
PROPOSALS FUND FUND FUND TRUST
--------- ------------ ------------ -------------- -------
<S> <C> <C> <C> <C>
1. Elect Trustees Yes Yes Yes Yes
</TABLE>
Shareholders of each Fund will vote separately with respect to each
proposal upon which such shareholders are eligible to vote.
PROPOSAL 1. ELECTION OF TRUSTEES
It is the intention of the persons named in the accompanying proxy card (or
cards) to vote at the Special Meeting for the election of the nominees named
below as Trustees of each Fund. Such nominees will, if elected, serve for an
indefinite term. Each such nominee has consented to being named herein and to
serve if elected. If any such nominee should be unable to serve, an event not
now anticipated, the persons named as proxies may vote for other persons in
their discretion. A shareholder may instruct the persons named as proxies not to
vote the shares represented by his proxy for any or all of the nominees for
election. The affirmative vote of holders of a majority of shares represented at
the meeting is required for election of such nominees.
1
<PAGE> 7
INFORMATION CONCERNING NOMINEES
The information concerning the nominees set forth in the following table is
based in part on information received from the respective nominees and in part
on the records of the Funds.
<TABLE>
<CAPTION>
NUMBER AND
PRINCIPAL OCCUPATION PERCENTAGE OF SHARES
NAME AND POSITION DURING PAST FIVE YEARS BENEFICIALLY OWNED (1);
WITH THE FUNDS (1) AND AGE TRUSTEE SINCE
------------------ ---------------------- -----------------------
<S> <C> <C>
Richard A. Barone* President of Maxus Securities Corp. (broker-dealer), Income: 111,282 (3.9%); 1985
Chairman Maxus Asset Management, Inc. (investment adviser) and Equity: 10,964 (2); 1989
Resource Management Inc. dba Maxus Investment Group Laureate: 10,000 (2); 1993
(financial services); Age 58 Heartland: 30,000 (11.5%);
1998
Aggressive: 100,000 (4.6%);
1998
Raj Aggarwal Mellen Chair and Professor, John Carroll University; Income: 0 (0%);
Trustee Age 52 Equity: 0 (0%);
Laureate: 0 (0%);
Heartland: 0 (0%);
Aggressive: 0 (0%);
Denis J. Amato* Chief Investment Officer, Gelfand, Maxus Asset Income: 0 (0%); 1998
Trustee Management, Inc. (investment adviser) since 1997; Equity: 0 (0%); 1998
previously, Managing Director, Gelfand Partners Asset Laureate: 0 (0%); 1998
Management (investment adviser); Age 54 Heartland: 10,000 (3.8%);
1998
Aggressive: 10,508 (2); 1998
Kent W. Clapp Chairman, Medical Mutual of Ohio (health insurer); Income: 0 (0%); 1998
Trustee Age 53 Equity: 0 (0%); 1998
Laureate: 0 (0%); 1998
Heartland: 295 (2); 1998
Aggressive: 0 (0%); 1998
Robert Fritz Retired; formerly Vice President -Employee Benefits Income: 0 (0%);
Trustee of Central National Bank, Society National Bank; Age Equity: 0 (0%);
69 Laureate: 0 (0%);
Heartland: 0 (0%);
Aggressive: 0 (0%);
Steven M. Kasarnich President/Business Manager, Northeast Ohio District Income: 0 (0%); 1998
Trustee Council of Carpenters; Executive Secretary-Treasurer, Equity: 0 (0%); 1998
Ohio State Council of Carpenters; Age 45 Laureate: 0 (0%); 1998
Heartland: 263 (2); 1998
Aggressive: 423 (2); 1998
Burton D. Morgan Chairman, Morgan Bank (bank); President, Basic Search Income: 12,141 (2); 1987
Trustee Inc. (venture capital); Chairman, Multi-Color Equity: 0 (0%); 1991
Corporation (printing); Chairman, Morgan Funshares, Laureate: 0 (0%); 1993;
Inc. (mutual fund); Age 83 Heartland: 0 (0%); 1998
Aggressive: 0 (0%); 1998
Michael A. Rossi Certified Public Accountant; Age 45 Income: 0 (0%); 1989
Trustee Equity: 0 (0%); 1990
Laureate: 0 (0%); 1993
Heartland: 0 (0%); 1998
Aggressive: 0 (0%); 1998
Joseph H. Smith Chief Financial Officer, Diocese of Cleveland; Age 48 Income: 0 (0%); 1998
Trustee Equity: 481 (2); 1998
Laureate: 655 (2); 1998
Heartland: 0 (0%); 1998
Aggressive: 0 (0%); 1998
</TABLE>
* 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 December 31, 1999.
2
<PAGE> 8
(2) Constitutes less than 1% of outstanding shares.
As of December 31, 1999, all 12 officers and Trustees as a group
beneficially owned the following numbers of shares (and percentages of
outstanding shares): Maxus Income Fund, 123,572 (4.3%); Maxus Equity Fund,
13,027 (0.6%); Maxus Laureate Fund, 14,349 (0.8%); and MaxFund Trust 151,825
(6.2%) (consisting of Maxus Ohio Heartland Fund 40,691 (15.7%); and Maxus
Aggressive Value Fund 111,134 (5.1%)).
Four meetings of the Board of Trustees of each Fund were held during 1999.
Each incumbent Trustee attended at least 75% of the meetings of the Board of
Trustees during the year except Kent W. Clapp.
None of the Funds has a standing audit committee or nominating committee of
the Board of Trustees.
EXECUTIVE OFFICERS
In addition to the Chairman of the Board (Mr. Barone), the Funds have the
following executive officers:
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION DURING
WITH THE FUNDS (1) PAST FIVE YEARS; AGE
- ------------------ ---------------------------
<S> <C>
Alan G. Miller, Portfolio Manager, Maxus Asset Management, Inc.; Age 52
President, Maxus
Laureate Fund
Robert J. Conrad, Vice President, Resource Management Inc.; Age 36
Vice President
Robert W. Curtin, Senior Vice President and Secretary, Maxus Securities Corp.;
Secretary Age 55
</TABLE>
(1) Mr. Miller has served since 1997, Mr. Conrad has served since 1998 and Mr.
Curtin has served since 1994.
COMPENSATION OF TRUSTEES
Each Trustee who is not an interested person of Maxus Asset Management,
Inc. ("MAM") will receive from each Fund the following fees for each Board or
shareholder meeting attended: $100 per meeting if the net assets of such Fund
are under $10,000,000; $200 per meeting if the net assets of such Fund are
between $10,000,000 and $50,000,000; or $300 per meeting if the net assets of
such Fund are over $50,000,000. Such fees, which were the only compensation or
benefits paid to incumbent Trustees, are summarized in the following table:
COMPENSATION TABLE
<TABLE>
<CAPTION>
AGGREGATE AGGREGATE AGGREGATE AGGREGATE AGGREGATE TOTAL
COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION COMPENSATION
FROM INCOME FROM EQUITY FROM LAUREATE FROM OHIO FROM AGGRESSIVE FROM ALL FUNDS
NAME OF TRUSTEE* FUND FUND FUND FUND FUND PAID TO TRUSTEE
---------------- ------------ ------------ ------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Richard A. Barone $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Dennis J. Amato $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Kent W. Clapp $600 $ 700 $500 $300 $400 $2,500
Steven M. Kasarnich $800 $1,000 $600 $400 $500 $3,300
Burton D. Morgan $800 $ 900 $700 $400 $600 $3,400
Michael A. Rossi $800 $1,000 $600 $400 $500 $3,300
Joseph H. Smith $800 $1,000 $600 $400 $500 $3,300
</TABLE>
* Raj Aggarwal and Robert Fritz were not Trustees during 1999.
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
The investments of each Fund are managed by MAM pursuant to an Investment
Advisory and Administration Agreement (the "Agreement"). The 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
3
<PAGE> 9
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).
MAM is a wholly-owned subsidiary of Resource Management Inc. ("RMI").
Richard A. Barone, Chairman of each Fund, is the president and controlling
shareholder of RMI. Mr. Barone is the principal executive officer (president)
and a Director of MAM.
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.
TRANSFER AGENCY, PORTFOLIO PRICING AND RELATED SERVICES
Each Fund has entered into an Administration Agreement with Mutual
Shareholder Services ("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; MaxFund Trust $29,349; (Maxus Ohio Heartland Fund
$5,635; and Maxus Aggressive Value Fund $23,714).
BENEFICIAL OWNERSHIP
As of December 31, 1999, the only person known by Maxus Income Fund to be
the beneficial owner of more than 5% of the outstanding shares of such Fund was
Resource Management Inc., 1301 East Ninth Street, Cleveland, Ohio 44114, which
owned 272,450 shares (9.5% of the outstanding shares) as of that date.
As of December 31, 1999, the only person known by Maxus Equity Fund to be
the beneficial owner of more than 5% of the outstanding shares of such Fund was
Saxon & Company, P.O. Box 7780-1888, Philadelphia, Pennsylvania, 19182, which
owned 144,504 shares (6.2% of the outstanding shares) as of that date.
As of December 31, 1999, the only persons known by Maxus Ohio Heartland
Fund to be the beneficial owner of more than 5% of the outstanding shares of
such Fund were Resource Management Inc., 1301 East Ninth Street, Suite 3600,
Cleveland, Ohio 44114, which owned 30,000 shares (11.5% of the outstanding
shares), and National City Bank, P.O. Box 94984, Cleveland, Ohio 44101, which
owned 27,624 shares (10.6% of the outstanding shares) as of that date.
As of December 31, 1999, the only persons known by Maxus Aggressive Value
Fund to be the beneficial owner of more than 5% of the outstanding shares of
such Fund were Resource Management Inc., 1301 East Ninth Street, Cleveland, Ohio
44114, which owned 309,375 shares (14.1% of the outstanding shares), and Vincent
T. Aveni, 1512 Parkside Circle, Lyndhurst, Ohio 44124, who owned 211,734 shares
(9.7% of the outstanding shares) as of that date.
As of December 31, 1999, no person was known by Maxus Laureate Fund to be
the beneficial owner of more than 5% of the outstanding shares of such Fund.
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.
4
<PAGE> 10
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 unrevoked
proxies received in time for the meeting will be voted in accordance with the
instructions contained therein. If no specification is made on a proxy, it will
be voted for the election of Trustees.
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 and
mailing this statement and the accompanying proxy card(s) will be borne by the
Funds.
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" or are held in
street name by brokers will be counted for purposes of determining whether a
quorum has been achieved at the Special Meeting.
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 Fund solicits proxies in respect of such meeting. 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
March 7, 2000
5
<PAGE> 11
PROXY PROXY
MAXUS LAUREATE FUND
Special Meeting of Shareholders - April 4, 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 April 4, 2000 at 8:45 a.m. local time, and any
adjournments thereof.
(1) Election of trustees: (Instruction: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name in the list
below.)
RICHARD A BARONE, DENIS J. AMATO, BURTON D. MORGAN,
RAJ AGGARWAL, KENT W. CLAPP, ROBERT FRITZ,
STEVEN M. KASARNICH, JOSEPH H. SMITH, MICHAEL A. ROSSI
(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. PLEASE VOTE PROMPTLY.
(1) ELECTION OF TRUSTEES (Vote for all DATED:____________________, 2000
nominees except as indicated above.)
WITHHOLD ________________________________
FOR AUTHORITY
[ ] [ ] ________________________________
(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.
<PAGE> 12
PROXY PROXY
MAXUS INCOME FUND
Special Meeting of Shareholders - April 4, 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 April 4, 2000 at 8:45 a.m. local time, and any
adjournments thereof.
(1) Election of trustees: (Instruction: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name in the list
below.)
RICHARD A BARONE, DENIS J. AMATO, BURTON D. MORGAN,
RAJ AGGARWAL, KENT W. CLAPP, ROBERT FRITZ,
STEVEN M. KASARNICH, JOSEPH H. SMITH, MICHAEL A. ROSSI
(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. PLEASE VOTE PROMPTLY.
(1) ELECTION OF TRUSTEES (Vote for all DATED:____________________, 2000
nominees except as indicated above.)
WITHHOLD ________________________________
FOR AUTHORITY
[ ] [ ] ________________________________
(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.
<PAGE> 13
PROXY PROXY
MAXUS EQUITY FUND
Special Meeting of Shareholders - April 4, 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 April 4, 2000 at 8:45 a.m. local time, and any
adjournments thereof.
(1) Election of trustees: (Instruction: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name in the list
below.)
RICHARD A BARONE, DENIS J. AMATO, BURTON D. MORGAN,
RAJ AGGARWAL, KENT W. CLAPP, ROBERT FRITZ,
STEVEN M. KASARNICH, JOSEPH H. SMITH, MICHAEL A. ROSSI
(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. PLEASE VOTE PROMPTLY.
(1) ELECTION OF TRUSTEES (Vote for all DATED:____________________, 2000
nominees except as indicated above.)
WITHHOLD ________________________________
FOR AUTHORITY
[ ] [ ] ________________________________
(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.
<PAGE> 14
PROXY PROXY
MAXUS AGGRESSIVE VALUE FUND
Special Meeting of Shareholders - April 4, 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 April 4, 2000 at 8:45 a.m. local time, and any
adjournments thereof.
(1) Election of trustees: (Instruction: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name in the list
below.)
RICHARD A BARONE, DENIS J. AMATO, BURTON D. MORGAN,
RAJ AGGARWAL, KENT W. CLAPP, ROBERT FRITZ,
STEVEN M. KASARNICH, JOSEPH H. SMITH, MICHAEL A. ROSSI
(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. PLEASE VOTE PROMPTLY.
(1) ELECTION OF TRUSTEES (Vote for all DATED:____________________, 2000
nominees except as indicated above.)
WITHHOLD ________________________________
FOR AUTHORITY
[ ] [ ] ________________________________
(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.
<PAGE> 15
PROXY PROXY
MAXUS OHIO HEARTLAND FUND
Special Meeting of Shareholders - April 4, 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 April 4, 2000 at 8:45 a.m. local time, and any
adjournments thereof.
(1) Election of trustees: (Instruction: To withhold authority to vote for any
individual nominee, strike a line through the nominee's name in the list
below.)
RICHARD A BARONE, DENIS J. AMATO, BURTON D. MORGAN,
RAJ AGGARWAL, KENT W. CLAPP, ROBERT FRITZ,
STEVEN M. KASARNICH, JOSEPH H. SMITH, MICHAEL A. ROSSI
(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. PLEASE VOTE PROMPTLY.
(1) ELECTION OF TRUSTEES (Vote for all DATED:____________________, 2000
nominees except as indicated above.)
WITHHOLD ________________________________
FOR AUTHORITY
[ ] [ ] ________________________________
(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.
