<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 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/ $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:
/ / 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
MAXUS INCOME FUND
MAXUS EQUITY FUND
MAXUS LAUREATE FUND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 17, 1996
The Annual Meeting of Shareholders of each Fund as noted above will be held
at Executive Caterers, 6111 Landerhaven Drive, Mayfield Heights, Ohio at 6:30
p.m., local time, on Wednesday, April 17, 1996 for the following purposes:
1. To elect seven Trustees to hold office until the next Annual Meeting and
until their respective successors have been duly elected and qualified.
2. To ratify or reject the action taken by the Trustees in selecting
McCurdy & Associates C.P.A.'s, Inc. as Auditors for the fiscal year
ending December 31, 1996.
3. 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 March 1, 1996 are
entitled to vote at the meeting or any adjournment thereof.
Robert W. Curtin,
Secretary
Cleveland, Ohio
March 22, 1996
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> 3
PROXY STATEMENT
The accompanying proxy (or proxies if you own shares in more than one fund)
is solicited by the Trustees of Maxus Income Fund, Maxus Equity Fund and Maxus
Laureate Fund (each a "Fund" and collectively the "Funds") for use at an Annual
Meeting of Shareholders of the Funds, to be held jointly at Executive Caterers,
6111 Landerhaven Drive, Mayfield Heights, Ohio at 6:30 p.m., local time, on
Wednesday, April 17, 1996.
Shareholders may vote only on matters which concern the Fund or Funds in
which they hold shares. Shareholders of record as of the close of business on
the record date, March 1, 1996, are entitled to vote at the Annual 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 Annual Meeting: Maxus Income Fund,
3,526,121; Maxus Equity Fund, 2,326,946; and Maxus Laureate Fund, 148,540.
This proxy statement and the accompanying proxy card(s) are being mailed to
shareholders on or about March 22, 1996.
THE FUNDS WILL FURNISH, WITHOUT CHARGE, A COPY OF THEIR 1995 ANNUAL REPORT
TO ANY SHAREHOLDER WHO REQUESTS IT BY CONTACTING MS. LYNN SARALLI, MAXUS
INVESTMENT GROUP, 28601 CHAGRIN BOULEVARD, CLEVELAND, OHIO 44124 (CALL TOLL-FREE
1-800-44-MAXUS).
1. ELECTION OF TRUSTEES
It is the intention of the persons named in the accompanying proxy card (or
cards) to vote at the Annual Meeting for the election of the nominees named
below as Trustees of each Fund to serve until the next Annual Meeting and until
their successors are elected and qualified. 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.
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 DIRECTOR SINCE
- ----------------------------- ------------------------------------ ----------------------------------
<S> <C> <C>
Richard A. Barone* President of Maxus Securities Corp Income: 40,379 (1.1%); 1985
Chairman (broker-dealer), Maxus Asset Equity: 20,018 (2); 1989
Management Inc. (investment adviser) Laureate: 10,090 (6.8%); 1993
and Resource Management Inc.
(financial services); Age 54.
N. Lee Dietrich Retired; formerly Vice President, Income: 86,852 (2.5%); 1989
Trustee Ohio Convenient Food Mart, Inc.; Age Equity: 78,477 (3.4%); 1989
69. Laureate: 12,313 (8.3%); 1993
Sanford A. Fox, D.D.S. Endodontist; Age 58. Income: 297 (2); 1985
Trustee Equity: 16,051 (2); 1989
Laureate: 92 (2); 1993
</TABLE>
1
<PAGE> 4
<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 DIRECTOR SINCE
- ----------------------------- ------------------------------------ ----------------------------------
<S> <C> <C>
Burton D. Morgan Chairman, Morgan Bank (Hudson, Income: 8,997 (2); 1987
Trustee Ohio); President, Basic Search Inc. Equity: 0; 1991
(venture capital); Chairman, Laureate: 0; 1993
Multi-Color Corporation (printing);
Director, Morgan Adhesives Company
(manufacturer of adhesive paper foil
and film); Age 79.
Michael A. Rossi Certified Public Accountant; Age 41. Income: 0; 1989
Trustee Equity: 1,055 (2); 1990
Laureate: 0; 1993
Robert A. Schenkelberg, Jr.* President, Entrust Inc. (financial Income: 0; 1986
Trustee planning); Age 51. Equity: 0; 1989
Laureate: 0; 1993
F. Carl Walter President, Chess Financial Corp. Income: 6,385 (2); 1989
Trustee (financial services); Age 44. Equity: 4,238 (2); 1989
Laureate: 3,648 (2.5%); 1993
</TABLE>
*Mr. Barone is an "interested person" as defined by the Investment Company Act
of 1940 (the "Act") of each Fund by reason of his relationship with Maxus Asset
Management Inc., Maxus Securities Corp and Resource Management Inc. Mr.
Schenkelberg may be deemed to be an "interested person" of each Fund by reason
of the fact that his license as a securities salesman is held by Maxus
Securities Corp.
(1) Shares beneficially owned as of March 1, 1996.
(2) Constitutes less than 1% of outstanding shares.
Messrs. Barone, Dietrich, Morgan, Rossi and Walter also are Directors of
Morgan Funshares, Inc.
As of March 1, 1996, all nine officers and Trustees as a group held the
following numbers of shares (and percentages of outstanding shares) of each
Fund: Maxus Income Fund, 143,028 (4.1%); Maxus Equity Fund, 122,935 (5.3%) and
Maxus Laureate Fund, 26,255 (17.7%).
Four meetings of the Board of Trustees of each Fund were held during the
fiscal year ended December 31, 1995. Each Trustee except Mr. Walter attended at
least 75% of the meetings of the Board of Trustees during the fiscal year.
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), each Fund has the
following executive officers:
<TABLE>
<CAPTION>
NAME AND POSITION PRINCIPAL OCCUPATION DURING
WITH THE FUNDS (1) PAST FIVE YEARS AND AGE
- ------------------ ----------------------------------------------------------------------
<S> <C>
James Onorato, Vice President, Resource Management Inc.; Age 39.
Vice President
Robert W. Curtin, Senior Vice President and Secretary, Maxus Securities Corp.; formerly
Secretary Executive Vice President, Roulston & Company, Inc.; Age 51.
</TABLE>
(1) Mr. Onorato has served since 1989 and Mr. Curtin has served since 1994.
COMPENSATION OF TRUSTEES
During the fiscal year ended December 31, 1995, each Fund paid fees
aggregating $1,300 to those of its Trustees who are not interested persons of
Maxus Asset Management Inc. Each such Trustee receives a fee of $100 for each
Board or shareholders' meeting he attends.
2
<PAGE> 5
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT
The investments of each Fund are managed by Maxus Asset Management Inc.
(the "Adviser") pursuant to an Investment Advisory and Administration Agreement
(the "Agreement"). The Agreement provides that as compensation for its services
to each Fund, the Adviser 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. The Adviser received management fees from each Fund for the fiscal year
ended December 31, 1995, in the following amounts: Maxus Income Fund, $358,378;
Maxus Equity Fund, $250,329; and Maxus Laureate Fund, $16,939.
The Adviser is a wholly-owned subsidiary of Resource Management Inc.
("RMI"). Richard A. Barone, Chairman of each Fund, is the president and majority
shareholder of RMI. Mr. Barone is the principal executive officer (president)
and sole Director of the Adviser.
DISTRIBUTION PLAN AND DISTRIBUTION AGREEMENT
Each Fund has a Plan of Distribution Pursuant to Rule 12b-1 (the "Plan"),
pursuant to which each Fund may bear the expenses of certain activities
primarily intended to result in the sale of Fund shares to the public. Each Fund
is also a party to a Distribution Agreement with MSC, pursuant to which MSC acts
as the distributor for the shares of the Fund. MSC is a wholly-owned subsidiary
of RMI, a corporation controlled by Richard A. Barone, Chairman of the Fund.
Under the Plan, each Fund may expend as much as, but not more than, .50% of
its average net assets annually pursuant to the Plan. Included in such amount
are fees paid to certain persons for advising their clients regarding the
purchase, sale or retention of Fund shares, sometimes referred to as "service
fees", which can range up to .25% (on an annual basis) of the average total net
asset value of Fund shares owned by the clients of such persons.
Pursuant to the Distribution Agreement between each Fund and MSC, MSC has
agreed to hold itself available to receive orders, satisfactory to MSC, for the
purchase of the Fund's shares, to accept such orders on behalf of the Fund as of
the time of receipt of such orders and to transmit such orders to the Fund's
transfer agent as promptly as practicable. The Distribution Agreement (i)
provides for the payment by the Fund to MSC of a distribution fee (the
"Distribution Fee") of .25% of average net assets (payable without regard to the
amount of expenses incurred by MSC) and (ii) authorizes MSC to make payments for
activities and expenses permitted by the Plan, including the payment of service
fees (subject to the .25% limit on service fees described above) and provides
that the Fund shall reimburse MSC for such expenditures, in addition to payment
of the Distribution Fee.
TRANSFER AGENCY, PORTFOLIO PRICING AND RELATED SERVICES
Each Fund has entered into an Administration Agreement with Maxus
Information Systems, Inc. ("MIS"), 28601 Chagrin Boulevard, Cleveland, Ohio
44122, pursuant to which MIS has agreed to act as each Fund's Transfer,
Redemption and Dividend Disbursing Agent and as Administrator of Plans of the
Fund. In addition, each Fund has entered into an Accounting Services Agreement
with MIS, pursuant to which MIS has agreed to provide portfolio pricing and
related services. MIS is a subsidiary of Resource Management Inc., the parent
company of the Adviser. During the fiscal year ended December 31, 1995, the
Funds paid MIS the following amounts under the Administration Agreement and the
Accounting Services Agreement, respectively: Maxus Income Fund, $12,288 and
$25,896; Maxus Equity Fund, $12,498 and $20,940; and Maxus Laureate Fund, $3,526
and $5,518.
2. APPOINTMENT OF AUDITORS
The Trustees of each Fund, including a majority of the Trustees who are not
"interested persons" of each Fund, have selected McCurdy & Associates C.P.A.'s,
Inc. to act as auditors for each Fund for the fiscal year ending December 31,
1996. McCurdy & Associates C.P.A.'s, Inc. has advised the Funds that it has no
direct or indirect financial interest in any of the Funds. This selection is
subject to the approval of the shareholders of
3
<PAGE> 6
each Fund at the Annual Meeting. The enclosed proxy card(s) provide space for
instructions directing the proxies named therein to vote for or against
ratification of the selection. A representative of McCurdy & Associates
C.P.A.'s, Inc. is expected to be present at the Annual Meeting and will be
available to respond to appropriate questions relating to the examination of
each Fund's financial statements and will have an opportunity to make a
statement if so desired.
BENEFICIAL OWNERSHIP
As of March 1, 1996, 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
Select Restaurant Acquisitions Corp., 30050 Chagrin Boulevard, Pepper Pike, Ohio
44124, which owned 266,389 shares (7.6% of the outstanding shares) as of that
date.
As of March 1, 1996, no person was known by Maxus Equity Fund to be the
beneficial owner of more than 5% of the outstanding shares of such Fund.
As of March 1, 1996, the following persons were known by Maxus Laureate
Fund to be the beneficial owners of more than 5% of the outstanding shares of
such Fund:
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES BENEFICIALLY
NAME AND ADDRESS OWNED
-----------------------------------------------------------------------------------------
<S> <C>
Richard A. Barone* 10,090(6.8%)
Suite 500
28601 Chagrin Boulevard
Cleveland, OH 44122
Donald E. Caravona 7,973(5.4%)
1900 Terminal Tower
Cleveland, OH 44113
N. Lee Dietrich 12,313(8.3%)
7090 Morley Road
Painesville, OH 44077
M.A. Geiger, H.A. Madorsky and A. Gressel, 8,303(5.6%)
Trustees of the Research Environmental
Industries, Inc. Salaried 401K Plan
21010 Center Ridge Road
Cleveland, OH 44116
Rand Kaiser 9,276(6.3%)
10176 Luman Lane
Twinsburg, OH 44087
Lawrence Loxterman 12,235(8.2%)
270 Barrington Ridge Road
Painesville, OH 44077
William H. Loxterman 12,210(8.2%)
10100 Hoose Road
Mentor, OH 44060
Evelyn J. Wells 7,449(5.0%)
6780 Seneca Road
Mayfield Village, OH 44143
</TABLE>
- ------------------------
*Includes 10,000 shares owned by Resource Management, Inc., a corporation of
which Mr. Barone is the President.
4
<PAGE> 7
OTHER MATTERS
The Trustees know of no 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 or 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 and for ratification of the
selection of the independent accountants.
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 (i) properly executed proxies that are marked "abstain" or are held
in "street name" by brokers that are not voted on one or more proposals (if
otherwise voted on at least one proposal) will be counted for purposes of
determining whether a quorum has been achieved at the Annual Meeting, and (ii)
abstentions and broker non-votes will not be treated as either a vote for or a
vote against any of the proposals to which such abstention or broker non-vote
applies.
PROPOSALS OF SECURITY HOLDERS
Proposals of shareholders intended to be presented at the Annual Meeting of
the Funds in 1997 must be received by the Funds no later than November 22, 1996
for inclusion in the Funds' proxy statement and form of proxy relating to that
meeting. The mailing address of the Funds is 28601 Chagrin Boulevard, Cleveland,
Ohio 44122.
By order of the Trustees
Robert W. Curtin,
Secretary
March 22, 1996
5
<PAGE> 8
PROXY MAXUS EQUITY FUND PROXY
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 17, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned hereby appoints Richard A. Barone and James Onorato,
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 Annual Meeting of
Shareholders to be held at Executive Caterers, 6111 Landerhaven Drive,
Mayfield Heights, Ohio on April 17, 1996 at 6:30 p.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, N. LEE DIETRICH, SANFORD A. FOX, D.D.S., BURTON
D. MORGAN,
MICHAEL A. ROSSI, ROBERT A. SCHENKELBERG, JR., F. CARL WALTER
(2) Proposal to ratify the selection of McCurdy & Associates C.P.A.'s,
Inc., as auditors for the fiscal year ending December 31, 1996.
(3) 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 Annual 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 PROPOSALS 1 AND 2. PLEASE VOTE PROMPTLY.
(CONTINUED AND TO BE SIGNED ON OTHER SIDE.)
<PAGE> 9
MAXUS EQUITY FUND (CONTINUED FROM THE OTHER SIDE)
<TABLE>
<S> <C> <C>
(1) ELECTION OF TRUSTEES (2) TO RATIFY THE SELECTION DO YOU PLAN TO ATTEND THE ANNUAL
(Vote for all nominees except as OF McCURDY & ASSOCIATES MEETING
indicated on reverse side.) C.P.A.'S, INC. AS AUDITORS / / YES / / NO
WITHHOLD
FOR AUTHORITY FOR AGAINST ABSTAIN
/ / / / / / / / / /
DATED: , 1996
_________________________________________________
_________________________________________________
(Signature of Shareholder(s))
Please sign exactly as name appears in the box on
the left. 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.
</TABLE>
