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 Rule 14a-11(c) or
Rule 14a-12
Maplewood Investment 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] No fee due.
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(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>
THE MISSISSIPPI OPPORTUNITY FUND
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Investment Advisor Shareholder Service
Vector Money Management, Inc. P.O. Box 5354
4266 I-55 North, Suite 102 Cincinnati, Ohio 45201
Jackson, Mississippi 39211 (800) 580-4820
February 17, 1999
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
The Mississippi Opportunity Fund (the "Fund"), a series of Maplewood Investment
Trust. The Special Meeting is to be held on March 29, 1999 at 10:00 a.m.,
Central time, at the offices of Vector Money Management, Inc. (the "Adviser"),
4266 I-55 North, Suite 102, Jackson, Mississippi 39211.
You are asked to cast your vote to elect a new slate of trustees and to
ratify or reject the selection of KPMG Peat Marwick LLP as the Fund's
independent public accountants for the current fiscal year.
The current 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 Fund and its shareholders. The Board of Trustees therefore
recommends that you vote "FOR" approval of each of the two proposals.
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 you promptly voting, signing and returning the
enclosed proxy in the postage paid envelope provided.
Very truly yours,
/s/ Ashby M. Foote, III
Ashby M. Foote, III
President
<PAGE>
MAPLEWOOD INVESTMENT TRUST
SPECIAL MEETING OF SHAREHOLDERS
March 29, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The Mississippi Opportunity Fund
The undersigned hereby appoints Allen C. Tye 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 March 29, 1999 or at any
adjournment thereof.
The undersigned acknowledges receipt of the Notice of Special Meeting and Proxy
Statement dated February 17, 1999.
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 the shares
are held jointly, both signers should
sign, although the signature of one will
bind the other.
________________________________________
________________________________________
Signature(s) PLEASE SIGN ABOVE
<PAGE>
PLEASE INDICATE YOUR VOTE BY FILLING IN THE APPROPRIATE BOX
BELOW, AS SHOWN, USING BLUE OR BLACK INK OR DARK PENCIL.
IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE
PROPOSALS DESCRIBED HEREIN.
1. Authority to vote for the election of all nominees for trustee as listed
below.
FOR WITHHOLD
[ ] [ ]
David C. Barton
Bill M. Brister
Ashby M. Foote, III
Paul G. Moak, Jr.
Leland R. Speed
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THAT NOMINEE'S NAME ON THE LINE BELOW.
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2. With respect to the ratification or rejection of the selection of KPMG Peat
Marwick, LLP as the Fund'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>
MAPLEWOOD INVESTMENT TRUST
MISSISSIPPI OPPORTUNITY FUND
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 29, 1999
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NOTICE IS HEREBY GIVEN that a special meeting of shareholders of The Mississippi
Opportunity Fund (the "Fund"), a series of Maplewood Investment Trust, will be
held at the offices of Vector Money Management, Inc., (the "Adviser"), 4266 I-55
North, Suite 102, Jackson, Mississippi 39211, on March 29, 1999 at 10:00 a.m.,
Central time, to consider and vote on the following matters:
1. To elect five trustees, each to serve until his successor is duly elected
and shall qualify;
2. To ratify or reject the selection of KPMG Peat Marwick LLP as the Fund's
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 February 11, 1999 are
entitled to notice of and to vote at this meeting or any adjournment thereof.
By the order of the Board of Trustees
/s/ John F. Splain
John F. Splain
Secretary
February 17, 1999
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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>
MAPLEWOOD INVESTMENT TRUST
SPECIAL MEETING OF THE SHAREHOLDERS OF
THE MISSISSIPPI OPPORTUNITY FUND
To Be Held on March 29, 1999
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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation by
the Board of Trustees of Maplewood Investment Trust ("the Trust") of proxies for
use at the special meeting of shareholders or at any adjournment thereof. This
Proxy Statement and form of proxy were first mailed to shareholders on or about
February 17, 1999.
The special meeting of shareholders has been called for the purposes of
considering and voting on the election of five individuals to the Board of
Trustees and the selection of KPMG Peat Marwick LLP as the Fund's independent
public accountants for the current fiscal year.
The Trust currently has a single series, The Mississippi Opportunity Fund.
The investment objective of the Fund is to provide long-term growth by investing
in the common stocks and other equity securities of publicly traded companies
headquartered in Mississippi and those companies having a significant presence
in the state. Vector Money Management, Inc. (the "Adviser"), 4266 I-55 North,
Suite 102, Jackson, Mississippi 39211, is retained by the Fund to manage the
Fund's investments. Management of the Adviser has stated its desire to seat a
Board of Trustees who are residents of Mississippi and who have business
connections in Mississippi and are familiar with the economy of the state. The
members of the current Board of Trustees, Jack E. Brinson, David S. Brollier, O.
James Peterson III, and Christopher J. Smith have determined that the
appointment of a new Board is in the best interests of the Fund's shareholders,
and all have agreed to resign as Trustees effective with the election of a new
slate of Trustees.
A proxy, if properly executed, duly returned and not revoked, will be voted
in accordance with the specifications thereon. A proxy which is properly
executed which has no voting instructions as 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.
In addition to solicitation through the mails, proxies may be solicited by
officers, employees and agents of the Trust without cost to the Fund. Such
solicitation may be by telephone, facsimile or otherwise. The Fund will
reimburse brokers,
<PAGE>
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 FUND'S MOST RECENTLY PUBLISHED ANNUAL REPORT AND SEMIANNUAL REPORT ARE
AVAILABLE AT NO CHARGE BY WRITING TO THE TRUST AT P.O. BOX 5354, CINCINNATI,
OHIO 45201-5354, OR BY CALLING THE TRUST NATIONWIDE (TOLL-FREE) 800-580-4820.
THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDING FEBRUARY 28, 1999 WILL BE
MAILED TO SHAREHOLDERS ON OR BEFORE APRIL 29, 1999.
OUTSTANDING SHARES AND VOTING REQUIREMENTS
The Board of Trustees has fixed the close of business on February 11, 1999
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.
As of the record date there were 239,812.013 shares of beneficial interest, no
par value, of the Fund outstanding. All full shares of the Fund are entitled to
one vote, with proportionate voting for fractional shares.
On February 11, 1999, Harmon and Company, c/o Trustmark National Bank Trust
Department, P.O. Box 291, Jackson, Mississippi 39205, owned of record 8.7% of
the Fund's outstanding shares. According to information available to the Trust,
no other person owned of record or beneficially 5% or more of the Fund's
outstanding shares on the record date.
If a quorum (more than 50% of the outstanding shares of the Fund) is
represented at the meeting, the vote of a plurality of the outstanding shares of
the Fund is required for approval of the election of five individuals to the
Board of Trustees (Proposal I). If a quorum is present at the meeting but
sufficient votes to approve any matter 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 or more 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 Fund, 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.
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<PAGE>
The Trustees of the Trust intend to vote all their shares in favor of the
proposals described herein. All Trustees and officers as a group owned of record
or beneficially less than 1% of the Fund's outstanding shares on the record
date.
OTHER INFORMATION. CW Fund Distributors, Inc. serves as the Fund's
principal underwriter. Countrywide Fund Services, Inc. serves as the Fund's
administrator, transfer and dividend disbursing agent, and accounting and
pricing agent. The address of CW Fund Distributors, Inc. and Countrywide Fund
Services, Inc. is 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202. CW Fund
Distributors, Inc. and Countrywide Fund Services, Inc. are wholly-owned indirect
subsidiaries of Countrywide Credit Industries, Inc., a New York Stock Exchange
listed company principally engaged in the business of residential mortgage
lending.
I. ELECTION OF TRUSTEES
Five nominees are to be elected, each to serve until his successor is duly
elected and shall qualify. The following table sets forth certain information
regarding each nominee for election as a trustee by shareholders.
<TABLE>
<CAPTION>
Name and Principal Amount of
Occupation During Beneficial
the Past Five Years Ownership Estimated
Directorships of Trustee of Shares of Annual
Public Companies Age Since the Trust(1) Compensation(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DAVID C. BARTON 59 Nominee 1,693.909 $1,000
President of APAC-
Mississippi Inc. and Regional
Vice President of APAC Inc.,
both highway contracting
companies; Owner, Barton
Farms
BILL MALCOLM BRISTER 48 Nominee None $1,000
Professor, Millsaps
College, Jackson, MS
*ASHBY M. FOOTE, III 47 Nominee 1,255.441 None
President, Vector
Money Management, Inc.
(the "Adviser")
PAUL GREER MOAK, JR. 50 Nominee 909.786 $1,000
President of Paul Moak
Pontiac, Inc. and Paul
Moak of Ridgeland, Inc.,
both automobile dealerships
3
<PAGE>
Name and Principal Amount of
Occupation During Beneficial
the Past Five Years Ownership Estimated
Directorships of Trustee of Shares of Annual
Public Companies Age Since the Trust(1) Compensation(2)
- ---------------------------------------------------------------------------------------------
LELAND R. SPEED 66 Nominee 1,005.714 $1,000
Chairman, Delta Industries,
Inc.; Chairman, East Group
Properties, Inc.; Chairman,
Parkway Properties, Inc.;
Director, Farm Fish, Inc.;
Director, ChemFirst, Inc.;
Director, Mississippi
Valley Gas Co.; Director,
KLLM Transport Services, Inc.
</TABLE>
(1) Voting and investment power as of February 11, 1999.
(2) Management of the Adviser intends to propose that each trustee that is
not affiliated with the Trust or the Adviser receive a fee equal to
$250 for each regularly scheduled meeting of the Trust attended and
reimbursement for all out-of-pocket expenses incurred in attending
such meetings. Such compensation is subject to the Board's approval.
* Ashby M. Foote, as an affiliated person of the Adviser, is an
"interested person" of the Trust within the meaning of Section
2(a)(19) of the 1940 Act. Mr. Foote may directly or indirectly receive
benefits from the advisory fees paid to the Adviser as a result of
such affiliation.
All nominees have consented to being named in this proxy statement and have
agreed to serve if elected.
EXECUTIVE OFFICERS. The Trust's executive officers are set forth below. The
business address of Robert G. Dorsey, Mark J. Seger and John F. Splain is 312
Walnut Street, 21st Floor, Cincinnati, Ohio 45202.
4
<PAGE>
Name and Principal Occupation Officer Position with
During the Past Five Years Age Since the Trust
- --------------------------------------------------------------------------------
ASHBY M. FOOTE, III 47 1994 President
(See Page 3)
ROBERT G. DORSEY 42 1996 Vice President
President and Treasurer of Countrywide
Fund Services, Inc., a transfer agent,
and CW Fund Distributors, Inc., a
broker-dealer; First Vice President and
Treasurer of Countrywide Financial
Services, Inc., a holding company, and
Countrywide Investments, Inc., an
investment adviser and broker-dealer;
Vice President, Countrywide Investment
Trust, Countrywide Tax-Free Trust and
Countrywide Strategic Trust, registered
investment companies.
JOHN F. SPLAIN 42 1996 Secretary
First Vice President, Secretary and
General Counsel of Countrywide Fund
Services, Inc., CW Fund Distributors,
Inc., Countrywide Financial Services,
Inc. and Countrywide Investments, Inc.;
Secretary of Countrywide Investment
Trust, Countrywide Tax-Free Trust and
Countrywide Strategic Trust.
MARK J. SEGER 37 1996 Treasurer
First Vice President of Countrywide Fund
Services, Inc. and CW Fund Distributors,
Inc.; Treasurer of Countrywide
Investment Trust, Countrywide Tax-Free
Trust and Countrywide Strategic Trust
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP has been selected as the Fund's independent public
accountants for the fiscal year ending February 28, 1999 by the Board of
Trustees, including a majority of the Independent Trustees. The employment of
KPMG Peat Marwick LLP is conditional upon the right of the Fund, by a vote of a
majority of its outstanding shares, to terminate such employment without any
penalties.
KPMG Peat Marwick LLP has acted as the Fund's independent public
accountants since commencement of the Fund's operations.
5
<PAGE>
If the Fund's shareholders do not ratify the selection of KPMG Peat Marwick LLP,
other certified public accountants will be considered for selection by the Board
of Trustees.
Representatives of KPMG Peat Marwick 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 KPMG Peat Marwick 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 KPMG
PEAT MARWICK LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE CURRENT FISCAL YEAR.
III. OTHER BUSINESS
The proxy holders have no present intention of bringing any matter before
the meeting other than that 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.
By Order of the Board of Trustees
/s/ John F. Splain
John F. Splain
Secretary
Date: February 16, 1999
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.
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