MAXFUND TRUST
N-30D, 1998-08-28
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<PAGE>
Dear Shareholder

The first 6 months of 1998 can only be described as one of those unique periods,
which  seem to occur  every ten or  fifteen  years,  in which  the stock  market
assumes a very noticeable split personality. The distinctive characteristics are
the   participation   of  fewer   companies  in  market  rallies  and  generally
deteriorating  fundamentals.  We must look back to the spring of 1973 and summer
of 1987 to find comparable examples.

The very largest market capitalization companies drive the major market averages
such as the Dow Jones Industrials, the S&P 500 and the Russell 3000, because all
are  capitalization  weighted.  Today, even the NASDAQ,  dominated by Microsoft,
Cisco and Intel, has lost its emerging company character. Since the beginning of
1998, the performance of portfolios, which did not consist of most of the twenty
or so largest  companies,  generally  fell far behind the market  averages.  One
noticeable  exception was the Maxus Laureate Fund,  which had an outstanding six
months.

All of the major market  indices  made most their gains in February  when fourth
quarter 1997  earnings  appeared to be stronger  than expected and money fleeing
the deteriorating  Asian economies sought the most recognizable and liquid names
available.  As  the  large  capitalization  companies  surged  in  value,  their
dominance of the market averages became even more pronounced and the need to own
them appeared to be even more necessary.

What  distinguishes  recent months from  comparable  periods  during the last 25
years  is  magnitude  of   divergence.   The  very  large   companies   appeared
significantly  overvalued on both the fundamental and historical standards while
the smaller companies appear to be significantly undervalued on both counts. The
Maxus Equity Fund, Maxus Aggressive Value Fund and the Maxus Ohio Heartland Fund
have been  focused on the latter,  with the  expectation  that in the months and
years ahead,  stock market  valuations  will again reflect  rational  investment
decisions.
<PAGE>
 Maxus Ohio Heartland Fund                              
                                                         Schedule of Investments
                                                               June 30,1998  
 Shares/Principal Amount                              Market Value   % of Assets
 Basic Materials                                
 2,500        A. Schulman                                 48,906               
 2,500        Andersons                                   25,937               
 2,000        Brush Wellman                               41,125               
 1,500        Hanna,(M.A.)                                27,469               
 3,000        Hawk Group *                                52,875               
 3,000        Olympic Steel *                             37,500               
 1,200        Shiloh Industries *                         24,300               
                                                         258,112      12.14%  
 Industrial Products & Services                                 
 2,500        Applied Industrial Technologies, Inc.       51,406               
 3,750        Corrpro *                                   42,188               
 3,500        Lamson & Sessions *                         21,656               
 2,000        Scott Technologies Inc. Cl A *              29,250               
 2,000        Stoneridge *                                36,875               
                                                         181,375       8.53%   
 Consumer Cyclical                              
 2,000        Baldwin Piano *                             30,000               
 1,800        Cooper Tire                                 37,350               
 7,500        International Total Service                 52,500               
 2,000        Standard Register                           70,750               
                                                         190,600       8.97%   
 Consumer Staples                               
 2,600        Bob Evans                                   55,088               
 2,400        Fabri-Centers of America Cl B *             56,850               
 3,800        Gibson Greetings *                          95,000               
 3,000        Huffy                                       54,375               
 3,000        RG Barry Corp *                             49,500               
 3,500        Rocky Shoes & Boots *                       49,875               
12,000        Royal Appliance *                           75,000               
12,500        Sun Television *                            25,000               
 2,300        Wendy's                                     54,050               
 2,500        Worthington Foods                           52,344               
                                                         567,082      26.67%  
 Financial                              
 3,000        Associated Estates Realty                   56,062               
 3,000        Boykin Lodging                              63,750               
 2,000        First Union Real Estate Equity & Mtg Invts  18,500               
 5,000        Great Lakes Bancorp *                       68,750               
 1,000        State Auto Financial                        31,875               
                                                         238,937      11.24%  
 Health Care                            
10,000        Collaborative Clinical Research *           41,250               
 1,000        Invacare                                    25,625               

                                                          66,875       3.15%   

*Non-income producing securities.
    The accompanying notes are an integral part of the financial statements.
<PAGE>
 Technology                             
 5,500        Allen Telecom Inc. *                        63,937               
 2,000        Diebold                                     57,750               
 4,700        Keithley Instruments                        34,956               
 5,500        Pioneer Standard                            52,938               
 1,000        Structural Dynamics *                       23,125               
                                                         232,706      10.95%  
 Cash and Equivalents                           
388,695       Star Bank Treasury                         388,695      18.28%  

        Total Investments                              2,124,382      99.92%  

        Other Assets Less Liabilities                      1,640       0.08%   

        Net Assets - Equivalent                        2,126,022     100.00% 

*Non-income producing securities.
    The accompanying notes are an integral part of the financial statements.
<PAGE>
 Maxus Aggressive Value Fund
                                                         Schedule of Investments
                                                                    June 30,1998
 Shares/Principal Amount                              Market Value   % of Assets

 Metals & Mining
 200,000      Campbell Resources *                         75,000       2.11%

 Industrial Products & Services
  10,000      Airport Systems *                            57,500 
  22,000      Catalina LTG Inc *                           83,875 
   7,000      International Total Services *               49,000 
   5,000      Isco Inc                                     40,000 
                                                          230,375       6.48%
 Infrastructure & Environment
  20,000      Foster L B *                                103,750       2.92%

 Consumer Products
  10,000      Baldwin Piano *                             150,000 
  20,000      Designs Inc. *                               31,250 
   5,000      First Team Sports *                          10,000 
  30,000      Martin Industries                           150,000 
  50,000      Michael Anthony Jewelers *                  128,125 
  47,500      Parlux Fragrance *                           89,063 
  30,000      Royal Appliance *                           187,500 
  30,000      Saucony Inc Cl A *                          165,000 
                                                          910,938      25.62%
 Energy
  24,000      Patina Oil & Gas                            168,000       4.73%

 Financial Services
   4,700      Atlanta Sosnoff Capital Corp                 45,825
  16,500      Brantley Cap Corp *                         156,750
  17,300      GKN Holdings                                 51,900
  10,000      Great Lakes  Bancorp *                      137,500
  10,600      National Discount Brokers *                 112,625 
                                                          504,600      14.19%
 Medical Products & Services
  19,000      Collaborative Clinical Research *            78,375 
  10,000      Orthologic Corp *                            51,250 
                                                          129,625       3.65%
 Wholesale Distribution
  20,000      Scheid Vineyards Inc. Class A *             138,750 
  12,500      Strategic Distribution Inc. *                68,750 
                                                          207,500       5.84%
 Information Technology
  10,000      Aydin *                                      87,500 
  22,500      Media 100 *                                  85,781 
  20,500      Open Systems *                               23,703 
   5,000      Tech Sym Corp *                             139,062 
  11,700      Trident Microsystems Inc. *                  62,155 
  35,000      Xicor Inc. *                                 61,250 
                                                          459,451      12.92%

*Non-income producing securities.
    The accompanying notes are an integral part of the financial statements.
<PAGE>
 Entertainment
   5,000      Aztar Corporation *                          34,063 
  31,820      Casino America Inc *                        111,370 
   5,000      Trump Hotels Casino Resorts *                35,313 
                                                          180,746       5.08%
 Cash and Equivalents
 599,679      Star Bank Treasury                          599,679      16.87%

        Total Investments                               3,569,664     100.41%

        Other Assets Less Liabilities                     (14,744)     -0.41%

        Net Assets - Equivalent                         3,554,920     100.00%

*Non-income producing securities.
    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Assets & Liabilities
Ohio Heartland & Aggressive Value Funds                June 30, 1998 (unaudited)

                                                           Ohio
                                                         Heartland    Aggressive
                                                           Fund       Value Fund
Assets:
     Investment Securities at Market Value               2,124,382    3,569,664 
       (Identified Costs - $2,179,145 and $3,503,782)
     Cash                                                    4,564        2,545 
     Receivables:
       Receivable for investment securities sold                 -       20,999 
       Dividends and interest receivable                     6,091        6,685 
     Unamortized organization costs                         13,956       13,956 
Total Assets                                             2,148,993    3,613,849 

Liabilities:
     Payable for investment purchased                            -       33,988 
     Payable for shareholder distributions                       -            -
     Accrued Expenses                                       22,971       24,941 
Total Liabilities                                           22,971       58,929 
                                                         2,126,022    3,554,920 
Net Assets:
     Capital Paid In                                     2,176,395    3,508,831 
     Undistributed Net Investment Income                        61       (2,188)
     Accumulated Realized Gain (Loss) on Investments - Net   4,329      (17,605)
     Unrealized Appreciation in Value
          of Investments Based on Identified Cost - Net    (54,763)      65,882 
Net Assets                                               2,126,022    3,554,920 

Net Assets
     Investors Shares                                    1,569,945    2,387,235 
     Institutional Shares                                  556,077    1,167,685 
          Total                                          2,126,022    3,554,920 

Shares of capital stock
     Investors Shares                                      158,642      465,230 
     Institutional Shares                                   56,112      227,240 
          Total                                            214,754      692,470 

Net asset value
     Investors Shares                                        $9.90        $5.13
     Institutional Shares                                    $9.91        $5.14


    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Operations
Ohio Heartland & Aggressive Value Funds                June 30, 1998 (unaudited)

                                                           Ohio
                                                         Heartland    Aggressive
                                                           Fund       Value Fund
Investment Income:
Dividend income                                             $6,028        1,840 
Interest income                                             13,860       26,213 
Total Income                                                19,888       28,053 
Expenses:
Investment advisory fees (Note 2)                            6,351       12,093 
Distribution fees (Investor shares)                          2,168        3,720 
Distribution fees (Institutional shares)                         -            -
Custodial fees                                               1,621        2,080 
Organization costs                                           1,341        1,341 
Transfer agent fees/Accounting and Pricing                   1,757        3,347 
Legal                                                        3,361        3,617 
Audit                                                        2,347        2,347 
Registration and filing fees                                   450          450
Printing & Other Miscellaneous                                 432        1,246 
Gross Expenses                                              19,828       30,241 

Net Investment Income (Loss)                                    60       (2,188)

Realized and Unrealized Gain (Loss) on Investments:
Realized  Gain  (Loss) on  Investments                       4,329      (17,605)
Distribution of Realized Capital Gains from other
  Investment Companies                                           -            -
Unrealized Gain (Loss) from Appreciation (Depreciation)
  on Investments                                           (54,763)      65,882
Net Realized and Unrealized Gain (Loss) on Investments     (50,434)      48,277 

Net Increase (Decrease) in Net Assets from Operations     $(50,374)      46,089 

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Changes in Net Assets
Ohio Heartland & Aggressive Value Funds                June 30, 1998 (unaudited)

                                                         Ohio         Aggressive
                                                     Heartland Fund   Value Fund
                                                        02/01/98       02/01/98
                                                           to             to
                                                        06/30/98       06/30/98
From Operations:
     Net Investment Income                                   60         (2,188)
     Net  Realized  Gain  (Loss)  on  Investments         4,329        (17,605)
     Net Unrealized Appreciation (Depreciation)         (54,763)        65,882 
Increase (Decrease) in Net Assets from Operations       (50,374)        46,089 

Distributions to investor shareholders:
     Net Investment Income                                    -              -
     Net Realized Gain (Loss) from Security Transactions      -              -

Distributions to institutional shareholders:
     Net Investment Income                                    -              -
     Net Realized Gain (Loss) from Security Transactions      -              -
Change in net assets from distributions                       -              -

From Capital Share Transactions:
     Proceeds from sale of shares                     2,221,454      3,543,965 
     Dividend reinvestment                                    -              -
     Cost of shares redeemed                            (45,058)       (35,134)
Change in net assets  from  capital  transactions     2,176,396      3,508,831 
Change in net assets                                  2,126,022      3,554,920 

Net Assets:
     Beginning of period                                      -              -
     End of period                                    2,126,022      3,554,920 

Share Transactions:
     Issued                                             219,334        699,314 
     Reinvested                                               -              -
     Redeemed                                            (4,580)        (6,844)
Net increase (decrease) in shares                       214,754        692,470 
Shares outstanding beginning of period                        -              -
Shares outstanding end of period                        214,754        692,470 

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Financial Highlights
Ohio Heartland & Aggressive Value Funds

                                   Ohio Heartland Fund     Aggressive Value Fund
                                    2/1/98 to 6/30/98        2/1/98 to 6/30/98
                                 Investor  Institutional  Investor Institutional
Net Asset Value -
     Beginning of Period          10.00        10.00        5.00        5.00
Net Investment Income                 -         0.01           -        0.01
Net Gains or Losses on Securities
     (realized and unrealized)    (0.10)       (0.10)       0.13        0.13
Total from Investment Operations  (0.10)       (0.09)       0.13        0.14
Distributions
     Net investment income            -            -           -           -
     Capital gains                    -            -           -           -
     Return of capital                -            -           -           -
          Total Distributions         -            -           -           -
Net Asset Value -
     End of Period                $9.90        $9.91       $5.13       $5.14

Total Return *                    -6.00%       -5.40%      15.60%      16.80%

Ratios/Supplemental Data:
Net Assets at end of period
 (thousands)                      1,570          556       2,387       1,168 
Ratio of expenses to average 
  net assets *                     3.21%        2.71%       2.65%       2.15%
Ratio of net income to average 
  net assets *                     0.01%        0.51%      -0.38%       0.12%
Portfolio turnover rate *          4.32%        4.32%      54.88%      54.88%
Average commission per share    0.06349      0.06349     0.02831     0.02831

* Annualized

    The accompanying notes are an integral part of the financial statements.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
                                   MAXUS OHIO HEARTLAND & AGGRESSIVE VALUE FUNDS
                                                       JUNE 30, 1998 (UNAUDITED)

  1.)SIGNIFICANT ACCOUNTING POLICIES
     Maxus Ohio Heartland Fund and Maxus Aggressive Value Fund (the "Funds") are
     two separate  diversified  portfolios  of MaxFund Trust (the  "Trust"),  an
     open-end management investment company, organized as a Trust under the laws
     of the State of Ohio by a Declaration  of Trust dated November 7, 1997. The
     investment  objective  of Maxus  Ohio  Heartland  Fund is to obtain a total
     return (a combination  of capital  appreciation  and income).  Under normal
     circumstances,  at least 80% of the value of the Fund's  total  assets will
     consist of equity  securities  of companies  headquartered  in the State of
     Ohio. The investment  objective of Maxus Aggressive Value Fund is to obtain
     capital appreciation. Under normal circumstances, at least 80% of the value
     of the Fund's total assets will consist of equity  securities  of companies
     who have a total  market  value of not less the  $10,000,000  or more  that
     $200,000,000 as of the date of investment.  Significant accounting policies
     of the Fund are presented below:

     SECURITY VALUATION:
     Both  Funds  intend  to  invest  in a  wide  variety  of  equity  and  debt
     securities.  The investments in securities are carried at market value. The
     market  quotation  used for common  stocks,  including  those listed on the
     NASDAQ National Market System,  is the last sale price on the date on which
     the  valuation  is made or, in the  absence of sales,  at the  closing  bid
     price.  Over-the-counter  securities will be valued on the basis of the bid
     price at the close of each business day. Short-term  investments are valued
     at amortized cost, which approximates  market.  Securities for which market
     quotations  are not  readily  available  will be  valued  at fair  value as
     determined in good faith pursuant to procedures established by the Board of
     Directors.

     SECURITY TRANSACTION TIMING
     Security  transactions  are recorded on the dates  transactions are entered
     into (the trade dates).  Dividend income and  distributions to shareholders
     are  recorded  on the  ex-dividend  date.  Interest  income is  recorded as
     earned.  Both Funds use the identified cost basis in computing gain or loss
     on sale of  investment  securities.  Discounts  and premiums on  securities
     purchased are amortized over the life of the respective securities.

     INCOME TAXES:
     It is both Funds'  policy to distribute  annually,  prior to the end of the
     calendar year,  dividends  sufficient to satisfy excise tax requirements of
     the Internal Revenue Service. This Internal Revenue Service requirement may
     cause an excess of distributions over the book year-end accumulated income.
     In addition, it is both Funds' policy to distribute annually, after the end
     of the calendar year, any remaining net investment  income and net realized
     capital gains.

     ESTIMATES:
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


  2.)INVESTMENT ADVISORY AGREEMENT
     The  Trust has  entered  into an  investment  advisory  and  administration
     agreement  with Maxus Asset  Management  Inc. a wholly owned  subsidiary of
     Resource  Management Inc. The Investment Advisor receives from each Fund as
     compensation for its services to that Fund an annual fee of 1% on the first
     $150,000,000  of the Fund's net assets,  and 0.75% of the Fund's net assets
     in excess of $150,000,000.
<PAGE>
  3.)RELATED PARTY TRANSACTIONS
     Resource Management, Inc. has three wholly owned subsidiaries which provide
     services to the Fund.  These  subsidiaries  are Maxus Asset Management Inc,
     Maxus  Securities  Corp,  and Maxus  Information  Systems Inc.  Maxus Asset
     Management  was paid  $6,516 by Maxus Ohio  Heartland  Fund and  $12,374 by
     Maxus  Aggressive  Value Fund in  investment  advisory fees during the five
     months ended June 30, 1998.  Maxus  Securities,  who served as the national
     distributor  of the  Fund's  shares,  was  reimbursed  $2,228 by Maxus Ohio
     Heartland Fund and $3,812 by Maxus  Aggressive  Value Fund for distribution
     expenses.  Maxus  Information  Systems  received fees totaling  $1,522 From
     Maxus Ohio Heartland Fund and $3,184 from Maxus  Aggressive  Value Fund for
     services  rendered  to the Fund for the five  months  ended June 30,  1998.
     Maxus Securities is a registered  broker-dealer.  Maxus Securities effected
     substantially  all of the investment  portfolio  transactions for the Fund.
     For this service Maxus Securities received commissions of $6,750 from Maxus
     Ohio  Heartland Fund and $22,899 from Maxus  Aggressive  Value Fund for the
     five months ending June 30, 1998.

     At June 30, 1998,  Resource  Management  owned 10,000 shares in  Maxus Ohio
     Heartland Fund and 100,000 shares in Maxus Aggressive Value Fund.

     Certain  officers and/or trustees of the Fund are officers and/or directors
     of the Investment  Advisor and  Administrator.  Each director who is not an
     "affiliated  person"  receives  an  attendance  fee of $100  per  Fund  per
     meeting.

  4.)CAPITAL STOCK AND DISTRIBUTION
     At June 30, 1998 an indefinite  number of shares of capital stock ($.10 par
     value) were authorized,  and paid-in capital amounted to $2,176,395 for the
     Maxus Ohio Heartland Fund and  $3,508,831  for the Maxus  Aggressive  Value
     Fund.

     Distributions  to  shareholders  are  recorded  on  the  ex-dividend  date.
     Payments in excess of net investment  income or of accumulated net realized
     gains  reported in the financial  statements  are due primarily to book/tax
     differences.  Payments  due to permanent  differences  have been charged to
     paid in capital. Payments due to temporary differences have been charged to
     distributions in excess of net investment income or realized gains.

  5.)PURCHASES AND SALES OF SECURITIES
     The table below  displays  information  describing  purchases  and sales of
     investment  securities,  both  U.S.  Government  obligations  and non  U.S.
     Government obligations made during the five months ended June 30, 1998.

                                            Maxus Ohio      Maxus Aggressive
                                          Heartland Fund       Value Fund
Type of obligation
Purchase of non U.S. Government *            1,814,180            28,059
Sale of non U.S. Government *                3,600,791           679,083
Purchase of U.S. Government                          0                 0
Sale of U.S. Government                              0                 0

     * This value includes short-term investments.

  6.)FINANCIAL INSTRUMENTS DISCLOSURE
     There are no reportable  financial  instruments  that have any  off-balance
     sheet risk as of June 30, 1998.

  7.)SECURITY TRANSACTIONS
     For Federal income tax purposes,  the cost of investments owned at June 30,
     1998 was the same as identified cost.
<PAGE>
     At June 30, 1998, the composition of unrealized appreciation (the excess of
     value over tax cost) and  depreciation  (the excess of tax cost over value)
     was as follows:

                                       Maxus Ohio        Maxus Aggressive
                                     Heartland Fund         Value Fund
     Appreciation                        83,646               188,273
    (Depreciation)                     (138,409)             (122,391)
     Net Appreciation (Depreciation)    (54,763)               65,882
<PAGE>

                                 THE MAXUS FUNDS
             1301 East Ninth Street, Suite 3600, Cleveland, OH 44114
                                 (216) 687-1000

                               INVESTMENT ADVISOR
                           Maxus Asset Management Inc
                             1301 East Ninth Street
                              Cleveland, Ohio 44114

                                BOARD OF TRUSTEES
                                 Denis J. Amato
                                Richard A. Barone
                                Burton D. Morgan
                                Michael A. Rossi
                                  Jerry Murphy

                                    OFFICERS
                           Richard A. Barone, Chairman
                        Robert J. Conrad, Vice-President
                           Robert W. Curtin, Secretary

                                    CUSTODIAN
                                Star Bank, N. A.
                                425 Walnut Street
                                 P. O. Box 1118
                           Cincinnati, Ohio 45201-1118

                                 TRANSFER AGENT
                          Maxus Information Systems Inc
                             1301 East Ninth Street
                              Cleveland, Ohio 44114

                                   DISTRIBUTOR
                              Maxus Securities Corp
                             1301 East Ninth Street
                              Cleveland, Ohio 44114

                                  LEGAL COUNSEL
                     Benesch, Friedlander, Coplan & Aronoff
                            2300 BP America Building
                                200 Public Square
                           Cleveland, Ohio 44114-2378

                                     AUDITOR
                         McCurdy & Associates CPA's Inc
                               27955 Clemens Road
                              Westlake, Ohio 44145
<PAGE>




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