<PAGE>
MAXUS INCOME FUND
MAXUS EQUITY FUND
MAXUS LAUREATE FUND
MAXUS OHIO HEARTLAND FUND
MAXUS AGGRESSIVE VALUE FUND
Investor Shares
Institutional Shares
Maxus Income Fund has an investment objective of obtaining the highest total
return, a combination of income and capital appreciation, consistent with
reasonable risk. The Fund pursues this objective by investing primarily in
income-producing securities.
Maxus Equity Fund has an investment objective of obtaining a total return, a
combination of capital appreciation and income. The Fund pursues this objective
by investing primarily in equity securities.
Maxus Laureate Fund has an investment objective of achieving a high total
return, a combination of capital appreciation and income, consistent with
reasonable risk. This Fund pursues its objective by investing primarily in other
mutual funds which invest on a global basis.
Maxus Ohio Heartland Fund has an investment objective of obtaining a high total
return (a combination of income and capital appreciation). The Fund pursues this
objective by investing primarily in equity securities of companies headquartered
in the State of Ohio.
Maxus Aggressive Value Fund has an investment objective of obtaining capital
appreciation. The Fund pursues this objective by investing primarily in equity
securities of companies whose equity securities have a total market value of
between $10,000,000 and $200,000,000.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.
PROSPECTUS/April 30, 1999
<PAGE>
MAXUS INCOME FUND
RISK/RETURN SUMMARY
Investment Objective and Main Investment Strategies
The investment objective of Maxus Income Fund is to obtain the highest
total return, a combination of income and capital appreciation, consistent with
reasonable risk. The Fund pursues this objective by investing primarily in
income-producing securities (such as debt securities, preferred stocks and
common and preferred shares of closed-end investment companies (also known as
"closed-end funds") having portfolios consisting primarily of income-producing
securities). Certain of the debt securities and preferred stocks in which the
Fund invests may be convertible into common shares. To a lesser degree, the Fund
will invest directly in common shares bearing high dividends.
Maxus Income Fund will alter the composition of its portfolio as economic
and market trends change. The Adviser will increase its investment in short-term
debt securities during periods when it believes interest rates will rise and
will increase its investment in long-term debt securities when it believes
interest rates will decline. Maxus Income Fund may invest in debt securities of
any maturity.
In selecting corporate debt securities for Maxus Income Fund the Adviser
intends to invest principally in securities rated BBB or better by Standard &
Poor's Corporation rating service, but may invest in securities rated as low as
BB, B, CCC or CC or unrated securities when these investments are believed by
the Adviser to be sound. The Fund will not invest more than 20% of its portfolio
in (i) securities rated BB or lower by Standard & Poor's Corporation and/or (ii)
unrated securities which, in the opinion of the Adviser, are of quality
comparable to those rated BB or lower. Securities rated lower than BBB by
Standard & Poor's, sometimes referred to as "junk bonds," are usually considered
lower-rated securities and have speculative characteristics. Please refer to
Appendix A of this Prospectus for a description of these ratings.
In selecting closed-end funds for Maxus Income Fund, the Adviser will
invest in closed-end funds which, in choosing corporate debt securities in which
they invest, adhere to ratings criteria no less strict than those followed by
Maxus Income Fund in selecting its direct investments in corporate debt
securities. Such closed-end funds may invest in debt securities of United States
or foreign issuers.
When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely impact the ability of the Fund to
achieve its investment objective.
Main Risks
Volatility. The value of securities in Maxus Income Fund's portfolio will
go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.
<PAGE>
Debt Securities Risks. The Fund's portfolio will also be exposed to the
following additional risks in connection with its investments in debt securities
and in closed-end funds which invest primarily in debt securities:
- Prices of debt securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise,
prices of debt securities fall. The net asset value of the Fund may
decrease during periods of rising interest rates.
- An issuer of debt securities may default (fail to repay interest and
principal when due). If an issuer defaults or the risk of such default
is perceived to have increased, the Fund will lose all or part of its
investment. The net asset value of the Fund may fall during periods of
economic downturn when such defaults or risk of defaults increase.
- Securities rated below investment grade, also known as junk bonds,
generally entail greater risks than investment grade securities. For
example, their prices are more volatile, their values are more
negatively impacted by economic downturns, and their trading market
may be more limited.
Closed-End Funds. The closed-end funds in which the Fund invests typically
pay an advisory fee for the management of their portfolios, as well as other
expenses. Therefore, the investment by the Fund in closed-end funds often
results in a duplication of advisory fees and other expenses, thereby resulting
in a lower return for the Fund than would be the case in the absence of such
duplication.
In addition, since these closed-end funds invest in debt securities, they
are subject to the same risks described above in "Debt Securities Risks".
Also, certain of the closed-end funds in which Maxus Income Fund invests
may invest part or all of their assets in debt securities of foreign issuers.
Such investments involve the following additional risks:
- Because foreign securities ordinarily are denominated in currencies
other than the U.S. dollar, changes in foreign currency exchange rates
will affect the closed-end fund's net asset value, the value of
dividends and interest earned, gains and losses realized on the sale
of securities and net investment income and capital gain, if any, to
be distributed to shareholders by the closed-end fund. If the value of
a foreign currency declines against the U.S. dollar, the value of the
closed-end fund's assets denominated in that currency will decrease.
Although these closed-end funds may enter into "hedging" transactions
intended to minimize the risk of loss due to a decline in the value of
the subject foreign currency, in some cases all or a portion of the
closed-end fund's portfolio remains subject to this risk of loss.
- There are additional risks relating to political, economic, or
regulatory conditions in foreign countries; withholding or other
taxes; trading, settlement, custodial, and other operational risks;
and the potentially less stringent investor protection and disclosure
standards of foreign markets. All of these factors can make foreign
investments of such closed-end funds more volatile and potentially
less liquid than U.S. investments.
<PAGE>
Bar Chart and Performance Table
The bar chart and table shown below provide an indication of the risks of
investing in Maxus Income Fund by showing changes in the Fund's performance from
year to year over a 10-year period and by showing how the Fund's average annual
returns for one, five, and ten years compare to those of a broad-based
securities market index. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the future.
Maxus Income Fund
Investor Shares
[Bar Chart]
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
11.4% 1.7% 19.3% 7.9% 8.7% -4.5% 16.4% 9.2% 11.5% 3.5%
During the 10-year period shown in the bar chart, the highest return for a
quarter was 7.79% (quarter ending March 31, 1991) and the lowest return for a
quarter was -3.76% (quarter ending March 31, 1994).
Average Annual Total Returns Past Past Past
(for the periods ending December One Year 5 Years 10 Years
31, 1998)
Maxus Income Fund 3.49% 6.98% 8.31%
Lehman Intermediate Corporate 8.3% 7.17% 9.19%
Index*
* The Lehman Intermediate Corporate Index is an index of investment grade
corporate bonds having at least $100,000,000 principal amount outstanding and
maturities of from one to ten years.
<PAGE>
MAXUS EQUITY FUND
RISK/RETURN SUMMARY
Investment Objective and Main Strategies
The investment objective of Maxus Equity Fund is to obtain a total return,
a combination of capital appreciation and income. This Fund pursues this
objective by investing primarily in equity securities of both smaller and larger
companies. Under normal circumstances at least 65% of the Fund's total assets
will consist of equity securities. Equity securities consist of common stock and
securities convertible into common stock. The Fund emphasizes a "value" style of
investing. In deciding which securities to buy and which to sell, the Adviser
will give primary consideration to fundamental factors. For example, securities
having relatively low ratios of share price to book value, net asset value,
earnings and cash flow will generally be considered attractive investments.
Additionally, the Adviser will give secondary consideration to insider
transactions and the growth of earnings.
When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.
Main Risks
Volatility. The value of securities in Maxus Equity Fund's portfolio will
go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.
Smaller Companies. The prices of equity securities fluctuate based on
changes in a company's activities and financial condition and in overall market
conditions. While Maxus Equity Fund invests in both smaller and larger
companies, the smaller companies in which the Fund invests are especially
sensitive to these factors and therefore may be subject to greater share price
fluctuations than other companies. Also, securities of these smaller companies
are often less liquid, thus possibly limiting the ability of the Fund to dispose
of such securities when the Adviser deems it desirable to do so. As a result of
these factors, securities of these smaller companies may expose shareholders of
the Fund to above average risk.
<PAGE>
Bar Chart and Performance Table
The bar chart and table shown below provide an indication of the risks of
investing in Maxus Equity Fund by showing changes in the Fund's performance from
year to year over the life of the Fund and by showing how the Fund's average
annual returns for one and five year peroids and the life of the Fund compare to
those of a broad-based securities market index. How the Fund has performed in
the past is not necessarily an indication of how the Fund will perform in the
future.
Maxus Equity Fund
Investor Shares
[Bar Chart]
1990 1991 1992 1993 1994 1995 1996 1997 1998
- -10.8% 36.4% 13.6% 24.5% 0.6% 22.4% 19.1% 28.2% -8.7%
During the 9-year period shown in the bar chart, the highest return for a
quarter was 27% (quarter ending March 31, 1991) and the lowest return for a
quarter was -21.06% (quarter ending September 30, 1998).
Average Annual Total Returns Past Past Life
(for the periods ending December One Year 5 Years of Fund
31, 1998)
Maxus Equity Fund -8.74% 11.41% 12.56%
Value Line Arithmetic Index* 5.82% 15.27% 12.88%
* The Value Line Arithmetic Index is an equal-weighted index of the 1,636 stocks
followed by Value Line Publishing, Inc.
<PAGE>
MAXUS LAUREATE FUND
RISK/RETURN SUMMARY
Investment Objective and Main Investment Strategy
The investment objective at Maxus Laureate Fund is to achieve a high total
return, a combination of capital appreciation and income, consistent with
reasonable risk. The Fund pursues this objective by investing primarily in other
mutual funds which invest on a global basis. The Fund will structure its
portfolio of mutual funds by (1) identifying certain global investment themes
(for example, global telecommunication or emerging markets) which are expected
to provide a favorable return over the next six to twelve months and (ii)
selecting one or more mutual funds with management styles (for example, value
vs. growth or large cap vs. small cap) or investment concentrations which
represent each theme. As market conditions change, the Fund will exit those
investment themes which appear to have run their course and replace them with
more attractive opportunities. The Fund also will look for opportunities caused
by market-moving events (such as political events, currency devaluations and
natural disasters) that cause a disequilibrium between securities prices and
their underlying intrinsic values.
The Fund may also seek to achieve its objective by investing in mutual
funds whose investment objectives are to provide investment results which either
(i) generally correspond to the performance of a recognized stock price index
("index funds"), (ii) generally correspond to a specified multiple of (for
example, two times) the performance of a recognized stock price index
("leveraged index funds"), (iii) generally correspond to the inverse (opposite)
of the performance of a recognized stock price index ("bear funds") or (iv)
generally correspond to a specified multiple of the inverse (opposite) of the
performance of a recognized stock price index ("leveraged bear funds").
The Fund may invest in index funds and/or leveraged index funds when the
Adviser believes that equity prices in general are likely to rise in the near
term. Investments in index funds and leveraged index funds are designed to allow
the Fund to seek to profit from anticipated increases in the indexes to which
such funds generally are correlated. The Fund may invest in bear funds and/or
leveraged bear funds when the Adviser believes that equity prices in general are
likely to decline in the near term. Investments in bear funds and leveraged bear
funds are designed to allow the Fund to seek to profit from anticipated
decreases in the indexes to which such funds generally are inversely correlated.
When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.
Because the Fund reallocates fund investments across potentially numerous
asset subclasses as evolving economic and financial conditions warrant, the
portfolio turnover rate of the Fund is much higher than that of most other funds
with similar objectives. Although the Fund invests exclusively in underlying
funds that do not charge front-end or deferred sales loads, a sub-custodian of
the Fund does impose a small transaction charge for each purchase or sale of
underlying fund shares. The higher the portfolio turnover rate, the greater will
be the custodial transaction charges borne by the Fund. Also, a high rate of
portfolio turnover will result in high amounts of realized investment gain
subject to the payment of taxes by shareholders. Any realized net short-term
investment gain will be taxed to shareholders as ordinary income. See
"Dividends, Distributions and Taxes" below.
<PAGE>
Main Risks
Volatility. The value of securities in Maxus Laureate Fund's portfolio will
go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.
Foreign Exposure. Many of the underlying funds in which this Fund invests
have substantial investments in foreign markets. Foreign securities, foreign
currencies, and securities issued by U.S. entities with substantial foreign
operations can involve additional risks relating to political, economic or
regulatory conditions in foreign countries. These risks include fluctuations in
foreign currencies; withholding or other taxes; trading, settlement, custodial
and other operational risks; and the less stringent investor protection and
disclosure standards of some foreign markets. All of these factors can make
foreign investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign markets can
perform differently than the U.S. market. If these factors cause the net asset
values of the underlying funds to decline, the Funds share price will decline.
Index and Leveraged Index Funds. The Fund may invest in "index funds" or
"leveraged index funds." If equity prices generally decline while the Fund is
invested in an index fund or funds, the Fund could experience substantial
losses. Such losses would be magnified to the extent the Fund is invested in a
leveraged index fund or funds.
Bear and Leveraged Bear Funds. The Fund may also invest in "bear funds" or
"leveraged bear funds." If equity prices generally rise while the Fund is
invested in a bear fund or funds, the Fund could experience substantial losses.
Such losses would be magnified to the extent the Fund is invested in a leveraged
bear fund or funds.
Duplication of Expenses. An investor in the Fund will bear not only his
proportionate share of the expenses of the Fund but also indirectly similar
expenses of the underlying mutual funds in which the Fund invests. These
expenses consist of advisory fees, expenses related to the distribution of
shares, brokerage commissions, accounting, pricing and custody expenses,
printing, legal and audit expenses and other miscellaneous expenses.
Industry Concentration. Through its investment in underlying funds, the
Fund indirectly may invest more than 25% of its assets in one industry. Such
indirect concentration of the Fund's assets may subject the shares of the Fund
to greater fluctuation in value than would be the case in the absence of such
concentration.
<PAGE>
Bar Chart and Performance Table
The bar chart and table shown below provide an indication of the risks of
investing in Maxus Laureate Fund by showing changes in the Fund's performance
from year to year over the life of the Fund and by showing how the Fund's
average annual returns for one and five year periods and the life of the Fund
compare to those of a broad-based securities market index. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future.
Maxus Laureate Fund
Investor Shares
[Bar Chart]
1994 1995 1996 1997 1998
-3.4% 14.4% 21.0% 5.5% 35.1%
During the 5-year period shown in the bar chart, the highest return for a
quarter was 21.10% (quarter ending December 31, 1998) and the lowest return for
a quarter was -11.99% (quarter ending September 30, 1998).
Average Annual Total Returns Past Past Life
(for the periods ending December One Year 5 Years of Fund
31, 1998)
Maxus Laureate Fund 35.14% 13.78% 13.71%
Morgan Stanley Capital 24.34% 15.68% 15.25%
International World Index*
<PAGE>
* The Morgan Stanley Capital International World Index is a total return market
capitalization weighted index of the equity markets of 23 developed countries.
<PAGE>
MAXUS OHIO HEARTLAND FUND
RISK/RETURN SUMMARY
Investment Objective and Main Investment Strategies
The investment objective of Maxus Ohio Heartland Fund is to obtain a high
total return (a combination of income and capital appreciation). The Fund
pursues this objective primarily by investing in equity securities of companies
headquartered in the State of Ohio. Under normal circumstances the Fund will
invest at least 65% of its total assets in such securities. Equity securities
consist of common stock and securities convertible into common stock. In
selecting such companies, the Fund emphasizes a "value" style of investing. In
deciding which securities to buy and which to sell, the Adviser will give
primary consideration to fundamental factors. For example, securities having
relatively low ratios of share price to book value, net asset value, earnings
and cash flow will generally be considered attractive investments.
While investments may be made in all types and sizes of companies
headquartered in Ohio, the primary focus of this Fund will be to invest in
companies having annual revenues or a market capitalization of less than $5
billion, many of which may be traded in the over-the-counter market. However,
the Fund will generally not invest in companies having annual revenues less than
$25,000,000.
When the Adviser believes that market conditions warrant a temporary defensive
posture, the Fund may invest up to 100% of its assets in high-quality short-term
debt securities and money market instruments. The taking of such a temporary
defensive posture may adversely affect the ability of the Fund to achieve its
investment objective.
Main Risks
Volatility. The value of securities in Maxus Ohio Heartland Fund's portfolio
will go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.
Geographic Concentration. Since this Fund concentrates its investments in the
State of Ohio, its assets may be at greater risk because of economic, political
or regulatory risk which may become associated with the State. For example, if
adverse tax laws uniquely affecting Ohio-based companies were passed, such a
development could have an adverse effect upon this Fund. This Fund also is
subject to the additional risk that at certain times only a limited number of
securities meeting the Fund's investment criteria may be available.
Smaller Companies. The prices of equity securities fluctuate based on changes
in a company's activities and financial condition and in overall market and
financial conditions. While Maxus Ohio Heartland Fund invests in both smaller
and larger companies, the smaller companies in which the Fund invests are
especially sensitive to these factors and therefore may be subject to greater
share price fluctuations than other companies. Also, securities of these smaller
companies are often less liquid, thus possibly limiting the ability of the Fund
to dispose of such securities when the Adviser deems it desirable to do so. As a
result of these factors, securities of these smaller companies may expose
shareholders of the Fund to above average risk. Bar Chart and Performance Table
<PAGE>
A bar chart and performance table is not provided for Maxus Ohio Heartland
Fund since this Fund has not had annual total returns for a full calendar year.
MAXUS AGGRESSIVE VALUE FUND
RISK/RETURN SUMMARY
Investment Objective and Main Investment Strategies
The investment objectives of Maxus Aggressive Value Fund is to obtain capital
appreciation. The Fund pursues this objective by investing primarily in equity
securities of companies whose equity securities have a total market value of
between $10,000,000 and $200,000,000. Equity securities consist of common stock
and securities convertible into common stock. The Fund emphasizes a "value"
style of investing. In deciding which securities to buy and which to sell, the
Adviser will give primary consideration to fundamental factors. For example,
securities having relatively low ratios of share price to book value, net asset
value, earnings and cash flow will generally be considered attractive
investments. Additionally, the Adviser will give secondary consideration to
insider transactions and the growth of earnings.
As a result of its focus on smaller companies and its intent to take
short-term positions in certain equity securities, this Fund may be considered
to be more "aggressive" than other mutual funds having a "value" style of
investing.
When the Adviser believes that market conditions warrant a temporary defensive
posture, the Fund may invest up to 100% of its assets in high-quality short-term
debt securities and money market instruments. The taking of such a temporary
defensive posture may adversely affect the ability of the Fund to achieve its
investment objective.
Main Risks
Volatility. The value of securities in Maxus Aggressive Value Fund's portfolio
will go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.
Smaller Companies. The prices of equity securities fluctuate based on changes
in a company's activities and financial condition and in overall market and
financial conditions. The smaller companies in which the Fund invests are
especially sensitive to these factors and therefore may be subject to greater
share price fluctuations than other companies. Also, securities of these smaller
companies are often less liquid, thus possibly limiting the ability of the Fund
to dispose of such securities when the Adviser deems it desirable to do so. As a
result of these factors, securities of these smaller companies may expose
shareholders of the Fund to above average risk.
<PAGE>
Bar Chart and Performance Table
A bar chart and performance table is not provided for Maxus Aggressive Value
since this Fund has not had annual total returns for a full calendar year.
<PAGE>
FEES AND EXPENSES OF THE FUNDS
This table describes the fees and expenses that you may pay if you buy and
hold shares of a Fund.
Annual Fund Operating Expenses (expenses that are deducted from Fund).
Maxus Maxus Maxus Maxus Ohio Maxus
Income Equity Laureate Heartland Agressivse
Fund Fund Fund* Value Fund Fund
In- In- In- In- In- In- In- In- In- In-
vestor stitu- vestor stitu- vestor stitu- vestor stitu- vestor stitu-
Class tional Class tional Class tional Class tional Class tional
Class Class Class Class Class
Manage-
ment
Fees 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distri-
bution
and/or
Service
(12b-1)
Fees 0.50% 0.00% 0.50% 0.00% 0.50% 0.00% 0.50% 0.00% 0.50% 0.00%
Other
Ex-
penses 0.37% 0.37% 0.30 0.30% 1.13% 1.13% 1.74% 1.74% 1.19% 1.19%
Total
Annual
Fund
Opera-
ting
Ex-
penses 1.87% 1.37% 1.80% 1.30% 2.63% 2.13% 3.24% 2.74% 2.69% 2.19%
*Expenses shown do not include expenses of the underlying funds in which Maxus
Laureate Fund invests.
A shareholder who requests that the proceeds of a redemption be sent by wire
transfer will be charged for the cost of such wire, which is $10.00 as of the
date of this Prospectus (subject to change without notice).
Examples: These Examples are intended to help you compare the cost of investing
in the Fund with the cost of investing in other mutual funds.
The Examples assume that you invest $10,000 in the Fund for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Examples also assume that your investment has a 5% return each year and that the
Fund's operating expenses remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:
1 year 3 years 5 years 10 years
Investor Shares
Maxus Income Fund $190 $588 $1011 $2190
Maxus Equity Fund $183 $566 $ 975 $2116
Maxus Laureate Fund $266 $817 $1395 $2964
Maxus Ohio Heartland Fund $327 $998 $1693 $3540
Maxus Aggressive Value $272 $835 $1425 $3022
Fund
Institutional Shares
Maxus Income Fund $139 $434 $ 750 $1646
Maxus Equity Fund $132 $412 $ 713 $1568
Maxus Laureate Fund $216 $667 $1144 $2462
Maxus Ohio Heartland Fund $277 $850 $1450 $3070
Maxus Aggressive Value $222 $685 $1175 $2524
Fund
<PAGE>
HOW TO PURCHASE SHARES
By this Prospectus, each Fund is offering Investor Shares and Institutional
Shares. Investor Shares and Institutional Shares are identical, except as to
minimum investment requirements and the services offered to and expenses borne
by each class.
Investor Shares
Investor Shares may be purchased by any investor without a sales charge. A
minimum initial investment of $1,000 is required to open an Investor Shares
account with subsequent minimum investments of $100. Investment minimums may be
waived at the discretion of each Fund.
Institutional Shares
Institutional Shares may be purchased without a sales charge by (1)
financial institutions, such as banks, trust companies, thrift institutions,
mutual funds or other financial institutions, acting on their own behalf or on
behalf of their qualified fiduciary accounts, employee benefit or retirement
plan accounts or other qualified accounts, (2) securities brokers or dealers
acting on their own behalf or on behalf of their clients, (3) directors or
employees of the Funds or of the Adviser or its affiliated companies or by the
relatives of those individuals or the trustees of benefit plans covering those
individuals. These requirements for the purchase of Institutional Shares may be
waived in the sole discretion of the Funds.
A minimum initial investment of $1,000,000 is required to open an
Institutional Shares account with subsequent minimum investments of $10,000.
Investment minimums may be waived at the discretion of each Fund.
Shareholders Accounts
When a shareholder invests in a Fund, Mutual Shareholder Services, a
division of Maxus Information Systems Inc. ("Mutual Shareholder Services"), the
Transfer Agent for each Fund, will establish an open account to which all full
and fractional shares (to three decimal places) will be credited, together with
any dividends and capital gains distributions, which are paid in additional
shares unless the shareholder otherwise instructs the Transfer Agent. Stock
certificates will be issued for full shares only when requested in writing. Each
shareholder is notified of the status of his account following each purchase or
sale transaction.
Initial Purchase
The initial purchase may be made by check or by wire in the following
manner:
By Check. The Account Application which accompanies this Prospectus should be
completed, signed, and, along with a check for the initial investment payable to
Maxus Income Fund, Maxus Equity Fund, Maxus Laureate Fund, Maxus Ohio Heartland
Fund or Maxus Aggressive Value Fund, mailed to: Mutual Shareholder Services, The
Tower at Erieview, 36th Floor, 1301 East Ninth Street, Cleveland, Ohio 44114.
<PAGE>
By Wire. In order to expedite the investment of funds, investors may advise
their bank or broker to transmit funds via Federal Reserve Wire System to: Star
Bank, N.A. Cinti/Trust, ABA #0420-0001-3, F/F/C Account No. 19-6201 Maxus Mutual
Funds DDA 483617213 (Star Bank Trust). Also provide the shareholder's name and
account number. In order to obtain this needed account number and receive
additional instructions, the investor may contact, prior to wiring funds, Mutual
Shareholder Services, at (216) 687-1000. The investor's bank may charge a fee
for the wire transfer of funds.
Subsequent Purchases
Investors may make additional purchases in the following manner:
By Check. Checks made payable to Maxus Income Fund, Maxus Equity Fund, Maxus
Laureate Fund, Maxus Ohio Heartland Fund or Maxus Aggressive Value Fund should
be sent, along with the stub from a previous purchase or sale confirmation, to
Mutual Shareholder Services, The Tower at Erieview, 36th Floor, 1301 East Ninth
Street, Cleveland, OH 44114.
By Wire. Funds may be wired by following the previously discussed wire
instructions for an initial purchase.
By Telephone. Investors may purchase shares up to an amount equal to 3 times the
market value of shares held in the shareholder's account in a Fund on the
preceding day for which payment has been received, by telephoning Mutual
Shareholder Services, at (216) 687-1000 and identifying their account by number.
Shareholders wishing to avail themselves of this privilege must complete a
Telephone Purchase Authorization Form which is available from the Fund. A
confirmation will be mailed and payment must be received within 3 business days
of date of purchase. If payment is not received within 3 business days the Fund
reserves the right to redeem the shares purchased by telephone, and if such
redemption results in a loss to the Fund, redeem sufficient additional shares
from the shareholder's account to reimburse the Fund for the loss. Payment may
be made by check or by wire. The Adviser has agreed to hold the Fund harmless
from net losses resulting from this service to the extent, if any, not
reimbursed from the shareholder's account. This telephone purchase option may be
discontinued without notice.
Systematic Investment Plan
The Systematic Investment Plan permits investors to purchase shares of any
Fund at monthly intervals. Provided the investor's bank or other financial
institution allows automatic withdrawals, shares may be purchased by
transferring funds from the account designated by the investor. At the
investor's option, the account designated will be debited in the specified
amount, and shares will be purchased once a month, on or about the 15th day.
Only an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Investors desiring to
participate in the Systematic Investment Plan should call Mutual Shareholder
Services at (216) 687-1000 to obtain the appropriate forms. The Systematic
Investment Plan does not assure a profit and does not protect against loss in
declining markets.
<PAGE>
Price of Shares
The price paid for shares of a certain class of a Fund is the net asset
value per share of such class of such Fund next determined after receipt by the
Transfer Agent of your investment in proper form, except that the price for
shares purchased by telephone is the net asset value per share next determined
after receipt of telephone instructions. Net asset value per share is computed
for each class of each Fund as of the close of business (currently 4:00 P.M.,
New York time) each day the New York Stock Exchange is open for trading and on
each other day during which there is a sufficient degree of trading in such
Fund's investments to affect materially net asset value of its redeemable
securities.
The assets of the Funds (except Maxus Laureate Fund) are valued primarily
on the basis of market quotations. The assets of Maxus Laureate Fund are valued
primarily on the basis of the reported net asset values of the underlying mutual
funds in which this Fund invests.
Other Information Concerning Purchase of Shares
Each Fund reserves the right to reject any order, to cancel any order due
to non-payment and to waive or lower the investment minimums with respect to any
person or class of persons. If an order is canceled because of non-payment or
because your check does not clear, you will be responsible for any loss that the
Fund incurs. If you are already a shareholder, the Fund can redeem shares from
your account to reimburse it for any loss. The Adviser has agreed to hold each
Fund harmless from net losses to that Fund resulting from the failure of a check
to clear to the extent, if any, not recovered from the investor. For purchases
of $50,000 or more, each Fund may, in its discretion, require payment by wire or
cashier's or certified check.
HOW TO REDEEM SHARES
All shares of each class of each Fund offered for redemption will be
redeemed at the net asset value per share of such class of that Fund next
determined after receipt of the redemption request, if in good order, by the
Transfer Agent. See "Price of Shares." Because the net asset value of each
Fund's shares will fluctuate as a result of changes in the market value of
securities owned, the amount a stockholder receives upon redemption may be more
or less than the amount paid for the shares. Redemption proceeds will be mailed
to the shareholder's registered address of record or, if $5,000 or more, may be
transmitted by wire, upon request, to the shareholder's pre-designated account
at a domestic bank. The shareholder will be charged for the cost of such wire.
If shares have been purchased by check and are being redeemed, redemption
proceeds will be paid only after the check used to make the purchase has cleared
(usually within 15 days after payment by check). This delay can be avoided if,
at the time of purchase, the shareholder provides payment by certified or
cashier's check or by wire transfer.
<PAGE>
Redemption by Mail
Shares may be redeemed by mail by writing directly to the Funds' Transfer
Agent, Mutual Shareholder Services, The Tower at Erieview, 36th Floor, 1301 East
Ninth Street, Cleveland, Ohio 44114. The redemption request must be signed
exactly as the shareholder's name appears on the registration form, with the
signature guaranteed, and must include the account number. If shares are owned
by more than one person, the redemption request must be signed by all owners
exactly as the names appear on the registration.
If a shareholder is in possession of the stock certificate, these
certificates must accompany the redemption request and must be endorsed as
registered with a signature guarantee. Additional documents may be required for
registered certificates owned by corporations, executors, administrators,
trustees or guardians. A request for redemption will not be processed until all
of the necessary documents have been received in proper form by the Transfer
Agent. A shareholder in doubt as to what documents are required should contact
Mutual Shareholder Services at (216) 687-1000.
You should be able to obtain a signature guarantee from a bank,
broker-dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association. A notary public is not
an acceptable guarantor. A Fund may in its discretion waive the signature
guarantee in certain instances.
Redemption by Telephone
Shares may be redeemed by telephone by calling Mutual Shareholder Services
at (216) 687-1000 between 9:00 A.M. and 4:00 P.M. eastern time on any day the
New York Stock Exchange is open for trading. An election to redeem by telephone
must be made on the initial application form or on other forms prescribed by the
Fund which may be obtained by calling the Funds at (216) 687-1000. This form
contains a space for the shareholder to supply his own four digit identification
number which must be given upon request for redemption. A Fund will not be
liable for following instructions communicated by telephone that the Fund
reasonably believes to be genuine. If a Fund fails to employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
the Fund may be liable for any losses due to unauthorized or fraudulent
instructions. Any changes or exceptions to the original election must be made in
writing with signature guaranteed, and will be effective upon receipt by the
Transfer Agent. The Transfer Agent and each Fund reserve the right to refuse any
telephone instructions and may discontinue the aforementioned redemption option
without notice. The minimum telephone redemption is $1,000.
Other Information Concerning Redemption
A shareholder who requests that the proceeds of a redemption be sent by
wire transfer will be charged for the cost of such wire, which is $10.00 as of
the date of this Prospectus (subject to change without notice).
Each Fund reserves the right to take up to seven days to make payment if,
in the judgment of the Fund's Investment Adviser, such Fund could be affected
adversely by immediate payment. In addition, the right of redemption for a Fund
may be suspended or the date of payment postponed (a) for any period during
which the NYSE is closed (other than for customary week-end and holiday
closings), (b) when trading in the markets that the Fund normally utilizes is
restricted, or when an emergency, as defined by the rules and regulations of the
SEC, exists, making disposal of that Fund's investments or determination of its
net asset value not reasonably practicable, or (c) for any other periods as the
SEC by order may permit for protection of that Fund's shareholders.
<PAGE>
Due to the high cost of maintaining accounts, each Fund has the right to
redeem, upon not less than 30 days written notice, all of the shares of any
shareholder if, through redemptions, the shareholder's account has a net asset
value of less than $1,000 in the case of Investor Shares or $1,000,000 in the
case of Institutional Shares. A shareholder will be given at least 30 days
written notice prior to any involuntary redemption and during such period will
be allowed to purchase additional shares to bring his account up to the
applicable minimum before the redemption is processed.
SYSTEMATIC WITHDRAWAL PLAN
Shareholders who own shares of a Fund valued at $15,000 or more may elect
to receive a monthly or quarterly check in a stated amount (minimum check amount
is $100 per month or quarter). Shares will be redeemed at net asset value as may
be necessary to meet the withdrawal payments. If withdrawal payments exceed
reinvested dividends and distributions, the investor's shares will be reduced
and eventually depleted. A withdrawal plan may be terminated at any time by the
shareholder or the applicable Fund. Costs associated with a withdrawal plan are
borne by the applicable Fund. Additional information regarding systematic
withdrawal plans may be obtained by calling Mutual Shareholder Services at (216)
687-1000.
INVESTMENT MANAGEMENT
The Investment Adviser
Each Fund has retained as its investment adviser Maxus Asset Management Inc
(the "Adviser"), The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114, an investment management organization founded in 1976.
The Adviser is actively engaged in providing discretionary investment management
services to institutional and individual clients.
Subject to the supervision of each Fund's Board of Trustees, the Adviser
manages each Fund's assets, including buying and selling portfolio securities.
The Adviser also furnishes office space and certain administrative services to
the Fund.
During 1998, the Adviser received from each Fund as compensation for its
services an annual fee of 1% of such Fund's net assets.
Portfolio Managers
Richard A. Barone has been the portfolio manager of Maxus Income Fund,
Maxus Equity Fund and Maxus Aggressive Value Fund since the inception of each
Fund. Mr. Barone has been President of the Adviser since 1976.
<PAGE>
Alan Miller has been the portfolio manager of Maxus Laureate Fund since
January 1, 1995. Mr. Miller has been a portfolio manager with the Adviser since
1994.
Denis J. Amato has been the portfolio manager of the Maxus Ohio Heartland
Fund since its inception. Mr. Amato has been Chief Investment Officer of Gelfand
Maxus Asset Management Inc., a subsidiary of RMI, since 1997. Previously, he was
Managing Director of Gelfand Partners Asset Management since 1991.
Rule 12b-1 Plan (Investor Shares Only)
Each Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing
and servicing fees to the Distributor for the sale, distribution and customer
servicing of each Fund's Investor Shares. Such fees are payable at the annual
rate of .50% of the average daily net assets of the Investor Shares of each
Fund. Because Investor Shares pay marketing and servicing fees on an ongoing
basis, your investment cost may be higher over time than other shares with
different sales charges and fees.
DIVIDENDS, DISTRIBUTIONS AND TAXES
Each Fund declares and pays any dividends annually to shareholders.
Dividends are paid to all shareholders invested in the Fund on the record date.
The record date is the date on which a shareholder must officially own shares in
order to earn a dividend.
In addition, the Fund pays any capital gains at least annually. Your
dividends and capital gains distributions will be automatically reinvested in
additional Shares without a sales charge, unless you elect cash payments.
If you purchase Shares just before a Fund declares a dividend or capital
gain distribution, you will pay the full price for the Shares and then receive a
portion of the price back in the form of a distribution, whether or not you
reinvest the distribution in Shares. Therefore, you should consider the tax
implications of purchasing Shares shortly before the Fund declares a dividend or
capital gain. Contact your investment professional or the Fund for information
concerning when dividends and capital gains will be paid.
Each Fund sends an annual statement of your account activity to assist you
in completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.
Fund distributions may be both dividends and capital gains. Generally,
distributions from Maxus Income Fund are expected to be primarily ordinary
income dividends, while distributions from the other Funds are expected to be
primarily capital gains distributions. Redemptions and exchanges are taxable
sales. Please consult your tax adviser regarding your federal, state, and local
tax liability.
<PAGE>
THE YEAR 2000 PROBLEM
Many computer systems were designed using only two digits to designate
years. These systems may not be able to distinguish the Year 2000 from the Year
1900 (commonly known as the "Year 2000 Problem"). The Funds could be adversely
affected if the computer systems used by the Adviser or other Fund service
providers do not properly address this problem before January 1, 2000. The
Adviser expects to have addressed this problem before then, and does not
anticipate that the services it provides will be adversely affected. The Fund's
other service providers have told the Adviser that they also expect to resolve
the Year 2000 Problem, and the Adviser will continue to monitor the situation as
the Year 2000 approaches. However, if the problem has not been fully addressed,
the Funds could be negatively affected. The Year 2000 Problem could also have a
negative impact on the companies in which the Funds invest, and this could hurt
the Funds' investment returns.
GENERAL INFORMATION
Maxus Laureate Fund is not available to residents of the State of Montana.
Shares of each Fund are offered exclusively by the Fund's Distributor,
Maxus Securities Corp. an affiliate of the Adviser. The Distributor's address is
The Tower at Erieview, 36th Floor, 1301 East Ninth Street, Cleveland, Ohio
44114.
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, is the
custodian for each Fund's securities and cash. Mutual Shareholder Services, a
division of Maxus Information Systems Inc. ("MIS"), The Tower at Erieview, 36th
Floor, 1301 East Ninth Street, Cleveland, Ohio 44114, is each Fund's Transfer,
Redemption and Dividend Distributing Agent. MIS is a subsidiary of RMI, the
parent company of the Adviser.
McCurdy & Associates C.P.A.'s, Inc., 27955 Clemens Road, Westlake, Ohio
44145, have been appointed as independent accountants for the Funds.
Benesch, Friedlander, Coplan & Aronoff, 2300 BP Tower, 200 Public Square,
Cleveland, Ohio 44114, is legal counsel to the Funds and to the Adviser.
<PAGE>
MAXUS INCOME FUND
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by McCurdy & Associates C.P.A.'s, Inc., whose
report, along with the Fund's financial statements, are included in the SAI,
which is available upon request.
01/01/98 01/01/97 01/01/96 01/01/95 01/01/94
to to to to to
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
Net Asset Value:
Beginning of Period $ 11.31 $ 10.78 $ 10.54 $ 9.73 $ 10.94
Net Investment Income 0.72 .67 0.70 0.72 0.74
Net Gains or Losses on
Securities (realized
or unrealized) (0.33) .53 0.24 0.81 (1.22
Total From Investment
Operations 0.39 1.20 0.94 1.53 (0.48)
Dividends (from net
investment income) (0.72) (0.67) (0.70) (0.72) (0.73)
Distributions (from capital
gains (0.37) 0.00 0.00 0.00 0.00
Return of Capital 0.00 0.00 0.00 0.00 0.00
Total Distributions (1.09) (0.67) (0.70) (0.72) (0.73)
Net Asset Value:
End of Period $ 10.61 $ 11.31 $ 10.78 $ 10.54 $ 9.73
Total Return 3.49% 11.47% 9.20% 16.15% (4.39)%
Ratios/Supplemental Data
Net Assets End of Period
(Thousands) 39,650 38,620 35,728 37,387 33,425
Ratio of Expenses to
Average Net Assets 1.87% 1.91% 1.92% 1.90% 1.81%
Ratio of Net Income to
Average Net Assets 6.52% 6.08% 6.50% 7.01% 7.10%
Portfolio Turnover Rate 55% 70% 78% 121% 138%
Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
<PAGE>
MAXUS EQUITY FUND
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by McCurdy & Associates C.P.A.'s, Inc., whose
report, along with the Fund's financial statements, are included in the SAI,
which is available upon request.
01/01/98 01/01/97 01/01/96 01/01/95 01/01/94
to to to to to
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
Net Asset Value:
Beginning of Period $ 18.23 $ 16.00 $ 14.57 $ 12.95 $ 13.60
Net Investment Income 0.20 0.15 0.27 0.30 0.25
Net Gains or Losses on
Securities (realized or
unrealized) (1.80) 4.33 2.50 2.60 (0.17)
Total From Investment
Operations (1.60) 4.48 2.77 2.90 0.08
Dividends (from net
investment income) (0.20) (0.15) (0.27) (0.27) (0.22)
Distributions (from
capital gains) (0.51) (2.10) (1.07) (1.01) (0.51)
Return of Capital 0.00 0.00 0.00 0.00 0.00
Total Distributions (0.71) (2.25) (1.34) (1.28) (0.73)
Net Asset Value:
End of Period $ 15.92 $ 18.23 $ 16.00 $ 14.57 $ 12.95
Total Return -8.74% 28.16% 19.13% 22.43% 0.62%
Ratios/Supplemental Data
Net Assets
End of Period
(Thousands) 53,279 55,637 38,765 31,576 17,018
Ratio of Expenses
to Average Net Assets 1.80% 1.87% 1.90% 1.96% 2.00%
Ratio of Net Income to
Average Net Assets 1.15% 1.80% 1.71% 2.01% 1.82%
Portfolio Turnover Rate 111% 89% 111% 173% 184%
Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
<PAGE>
MAXUS LAUREATE FUND
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by McCurdy & Associates C.P.A.'s, Inc., whose
report, along with the Fund's financial statements, are included in the SAI,
which is available upon request.
01/01/98 01/01/97 01/01/96 01/01/95 01/01/94
to to to to to
12/31/98 12/31/97 12/31/96 12/31/95 12/31/94
Net Asset Value:
Beginning of Period $10.38 $10.82 $ 9.82 $ 9.62 $ 9.96
Net Investment Income (0.12) .52 (0.08) (0.19) (0.08)
Net Gains or Losses on
Securities (realized
or unrealized) 3.76 .07 2.14 1.57 (0.26)
Total From Investment
Operations 3.64 0.59 2.06 1.38 (0.34)
Dividends (from net
investment income) 0.00 (0.52) 0.00 0.00 0.00
Distributions (from
capital gains) (0.73) (0.51) (1.06) (1.18) 0.00
Return of Capital 0.00 0.00 0.00 0.00 0.00
Total Distributions (0.73) (1.03) (1.06) (1.18) 0.00
Net Asset Value:
End of Period $13.29 $10.38 $10.82 $ 9.82 $ 9.62
Total Return 35.14% 5.49% 21.03% 14.41% (3.41)%
Ratios/Supplemental Data
Net Assets End of Period
(Thousands) 8,059 3,395 3,156 1,510 1,998
Ratio of Expenses to
Average Net Assets 2.63% 2.49% 3.92% 3.85% 3.60%
Ratio of Net Income to
Average Net Assets -1.10% 4.19% (0.73)% (1.69)% (0.87)%
Portfolio Turnover Rate 2,078% 1,511% 1,267% 1,377% 469%
Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
<PAGE>
MAXUS OHIO HEARTLAND FUND
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by McCurdy & Associates
C.P.A.'s, Inc., whose report, along with the Fund's financial statements, are
included in the SAI, which is available upon request.
02/01/98*
to
12/31/98
Net Asset Value:
Beginning of Period $10.00
Net Investment Income (0.05)
Net Gains or Losses on Securities
(realized or unrealized) (1.79)
Total From Investment Operations (1.84)
Dividends (from net investment income) 0.00
Distributions (from capital gains) 0.00
Return of Capital 0.00
Total Distributions 0.00
Net Asset Value:
End of Period $ 8.16
Total Return -18.40%
Ratios/Supplemental Data
Net Assets End of Period (Thousands) 1,234
Ratio of Expenses to Average Net Assets 3.24%
Ratio of Net Income to Average Net Assets -0.88%
Portfolio Turnover Rate 5.72%
*Commencement of operations.
Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
<PAGE>
MAXUS AGGRESSIVE VALUE FUND
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the
Fund's financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by McCurdy & Associates
C.P.A.'s, Inc., whose report, along with the Fund's financial statements, are
included in the SAI, which is available upon request.
02/01/98*
to
12/31/98
Net Asset Value:
Beginning of Period $ 5.00
Net Investment Income (0.07)
Net Gains or Losses on Securities
(realized or unrealized) (0.09)
Total From Investment Operations (0.16)
Dividends (from net investment
income) 0.00
Distributions (from capital
gains) (0.04)
Return of Capital 0.00
Total Distributions (0.04)
Net Asset Value:
End of Period 4.80
Total Return -3.27%
Ratios/Supplemental Data
Net Assets End of Period (Thousands) 3,159
Ratio of Expenses to Average Net Assets 2.69%
Ratio of Net Income to Average Net
Assets -1.33%
Portfolio Turnover Rate 89.11%
*Commencement of operations.
Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
<PAGE>
APPENDIX A
Description of Bond Ratings*
AAA: Bonds rated AAA have the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA: Bonds rated AA have very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
A: Bonds rated A have a strong capacity to pay interest and repay
principal although they are somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than bonds in the higher rated
categories.
BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for the bonds in higher rated categories.
BB, B, CCC and CC: Bonds rated BB, B, CCC and CC are regarded on balance
as predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.
*As described by Standard & Poor's Corporation.
<PAGE>
TABLE OF CONTENTS Page
RISK/RETURN SUMMARY 2
HOW TO PURCHASE SHARES 13
HOW TO REDEEM SHARES 15
SYSTEMATIC WITHDRAWAL PLAN 17
INVESTMENT MANAGEMENT 17
DIVIDENDS, DISTRIBUTIONS AND TAXES 18
THE YEAR 2000 PROBLEM 18
GENERAL INFORMATION 19
FINANCIAL HIGHLIGHTS 20
APPENDIX A 25
A Statement of Additional Information (SAI) dated April 30, 1999, is
incorporated by reference into this prospectus. Additional information about the
Funds' investments is available in the Funds' annual and semi-annual reports to
shareholders. The annual report discusses market conditions and investment
strategies that significantly affected each Fund's performance during its last
fiscal year. To obtain the SAI, the annual report, semi-annual report and other
information without charge and to make shareholder inquires, call the Funds at
1-800-44-MAXUS.
Information about each Fund (including the SAI) can be reviewed and copied
at the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. Reports and other information about each Fund are available on
the Commission's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009. You can
call 1-800-SEC-0330 for information on the Public Reference Room's operations
and copying charges.
The Maxus Funds
The Tower at Erieview, 36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
(216) 687-1000
Investment Company Act File Nos: Income Fund: 811-4144
Equity Fund: 811-5865
Laureate Fund: 811-7516
Ohio Heartland and
Aggressive Value Funds: 811-8499
1
MAXUS FUND PROSPECTUS
<PAGE>STATEMENT OF ADDITIONAL INFORMATION April 30, 1999
MAXUS OHIO HEARTLAND FUND
MAXUS AGGRESSIVE VALUE FUND
The Tower at Erieview, 36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
(216) 687-1000
Maxus Ohio Heartland Fund and Maxus Aggressive Value Fund (the "Funds") are
separate diversified portfolios of MaxFund Trust, an open-end management
investment company. The investment objective of Maxus Ohio Heartland Fund is to
obtain a high total return (a combination of capital appreciation and income).
The investment objective of Maxus Aggressive Value Fund is to obtain capital
appreciation. This Statement of Additional Information is not a prospectus. A
copy of the Funds' prospectus can be obtained from the Fund's distributor, Maxus
Securities Corp, The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114, telephone number (216) 687-1000.
The date of this Statement of Additional Information and of the prospectus
to which it relates is April 30, 1999.
<PAGE>
TABLE OF CONTENTS
CAPTION PAGE LOCATION IN PROSPECTUS
Fund History 3 Not Applicable
Investments and Risks 3 Maxus Ohio Heartland Fund -
Risk/Return Summary and
Maxus Aggressive Value Fund -
Risk/Return Summary
Management of the Fund 6 Investment Management
Ownership of Shares 8 Not Applicable
Investment Advisory and
Other Services 9 Investment Management
Brokerage Allocation 10 Not Applicable
Capital Stock and Other Securities 12 Not Applicable
Purchase, Redemption and Pricing 13 How to Purchase Shares/
of Shares How to Redeem Shares
Taxation of Fund 14 Dividends, Distributions
and Taxes
Distributor 14 Investment Management
Performance 14 Not Applicable
Financial Statements 15 Maxus Ohio Heartland Fund -
Financial Highlights and
Maxus Aggressive Value Fund -
Financial Highlights
<PAGE>
FUND HISTORY
MaxFund Trust (the "Trust") was organized as a Trust under the laws of the
State of Ohio pursuant to a Declaration of Trust dated November 7, 1997.
INVESTMENTS AND RISKS
Classification
Each of the Funds is a diversified portfolio of the Trust, an open-end
management investment company.
Investment Strategies and Risks
The principal investment strategies used by each Fund to pursue its
investment objective, together with the principal risks of investing in such
Fund, are described in the Prospectus under the heading "Maxus Ohio Heartland
Fund - Risk/Return Summary" and "Maxus Aggressive Value Fund - Risk/Return
Summary."
Described below are certain other investment strategies (including
strategies to invest in particular types of securities) which are not principal
strategies.
Maxus Ohio Heartland Fund may invest a portion of its total assets in
high-quality commercial paper (i.e., rated A-1 or A-2 by Standard & Poor's) and
other money market instruments, investment grade corporate debt securities
(i.e., rated BBB or better by Standard & Poor's), preferred stock and equity
securities of companies not headquartered in Ohio.
Maxus Aggressive Value Fund may invest a portion of its total assets in
high-quality commercial paper (i.e., rated A-1 or A-2 by Standard & Poor's) and
other money market instruments, investment grade corporate debt securities
(i.e., rated BBB or better by Standard & Poor's), preferred stock and equity
securities of companies having a market value of more than $200,000,000.
The portfolio of each Fund will be exposed to the following additional
risks in connection with its investments in debt securities:
o Prices of debt securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise,
prices of debt securities fall. To the extent that a Fund invests in
debt securities, the net asset value of the Fund may decrease during
period of rising interest rates.
o An issuer of debt securities may default (fail to repay interest and
principal when due). If an issuer defaults or the risk of such default
is perceived to have increased, the Fund will lose all or part of its
investment. To the extent that a Fund invests in debt securities, the
net asset value of the Fund may fall during periods of economic
downturn when such defaults or risk of defaults increases.
<PAGE>
o Securities rated below investment grade, also known as junk bonds,
generally entail greater risks than investment grade securities. For
example, their prices are more volatile, their values are more
negatively impacted by economic downturns, and their trading market
may be more limited.
Fund Policies
Each Fund has adopted the following fundamental investment policies and
restrictions. These policies cannot be changed without approval by the holders
of a majority of the outstanding voting securities of the Fund. As defined in
the Act, the "vote of a majority of the outstanding voting securities" of the
Fund means the lesser of the vote of (a) 67% of the shares of the Fund at a
meeting where more than 50% of the outstanding shares are present in person or
by proxy or (b) more than 50% of the outstanding shares of the Fund. Neither
Fund may:
1. Invest more than 5% of the value of its total assets in the
securities of any one issuer (except obligations issued or guaranteed by
the United States Government, its agencies and instrumentalities);
2. Acquire more than 10% of the outstanding voting securities of any
one issuer;
3. Invest more than 25% of the value of such Fund's total assets in
securities of companies in a particular industry (except obligations issued
or guaranteed by the United States Government, its agencies and
instrumentalities);
4. Invest in securities of other registered investment companies,
except by purchase in the open market involving only customary brokerage
commissions, or except as part of a merger, consolidation, reorganization
or acquisition;
5. Invest in securities of any registered closed-end investment
company, if immediately after such purchase or acquisition such Fund would
own more than 3% of the total outstanding voting stock of such closed-end
company.
6. Invest more than 10% of the Fund's total assets in securities of
issuers which with their predecessors have a record of less than three
years continuous operation.
7. Invest more than 10% of the Fund's net assets in securities for
which market quotations are not readily available and repurchase agreements
maturing in more than seven days.
8. Lend money or securities, provided that the making of
interest-bearing demand deposits with banks and the purchase of debt
securities in accordance with its objective and policies are not prohibited
and the Fund may lend its portfolio securities as described above under the
caption "Lending of Portfolio Securities."
<PAGE>
9. Borrow money except for temporary or emergency purposes from banks
(but not for the purpose of purchase of investments) and then only in an
amount not to exceed 5% of the Fund's net assets; or pledge the Fund's
securities or receivables or transfer or assign or otherwise encumber them
in an amount exceeding the amount of the borrowings secured thereby.
10. Make short sales of securities, or purchase any securities on
margin except to obtain such short-term credits as may be necessary for the
clearance of transactions.
11. Write (sell) put or call options, combinations thereof or similar
options; nor may it purchase put or call options if more than 5% of the
Fund's net assets would be invested in premiums on put and call options,
combinations thereof or similar options.
12. Purchase or retain the securities of any issuer if any of the
officers or Trustees of the Fund or its investment adviser owns
beneficially more than 1/2 of 1% of the securities of such issuer and
together own more than 5% of the securities of such issuer.
13. Invest for the purpose of exercising control or management of
another issuer.
14. Invest in commodities or commodity futures contracts or in real
estate, although it may invest in securities which are secured by real
estate and securities of issuers which invest or deal in real estate.
15. Invest in interests in oil, gas or other mineral exploration or
development programs, although it may invest in the securities of issuers
which invest in or sponsor such programs.
16. Underwrite securities issued by others except to the extent the
Fund may be deemed to be an underwriter, under the federal securities laws,
in connection with the disposition of portfolio securities.
17. Issue senior securities as defined in the Act.
18. Purchase securities subject to restrictions on disposition under
the Securities Act of 1933.
If a percentage restriction is adhered to at the time of investment, a later
increase or decrease in percentage beyond the specified limit resulting from a
change in values or net assets will not be considered a violation.
<PAGE>
Defensive Investments
When the Adviser believes that market conditions warrant a temporary
defensive posture, each Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments, such as money market
mutual funds, commercial paper, certificates of deposit and bank or savings and
loan association interest-bearing demand accounts. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.
Portfolio Turnover
The Funds are not restricted with regard to portfolio turnover and will
make changes in their investment portfolios from time to time as business and
economic conditions and market prices may dictate and their respective
investment policies may require. The portfolio turnover rates in 1998 were 6%
for Maxus Ohio Heartland Fund and 89% for Maxus Aggressive Value Fund. A high
rate of portfolio turnover in any year will increase brokerage commissions paid
and could result in high amounts of realized investment gain subject to the
payment of taxes by shareholders.
MANAGEMENT OF THE FUNDS
The Board of Trustees is responsible for managing the Funds' business
affairs and for exercising all the Funds' powers except those reserved for the
shareholders. The day-to-day operations of each Fund is conducted by its
officers. The following table provides biographical information with respect to
each current Trustee and officer of the Funds. Each Trustee who is or may be
deemed to be an "interested person" of the Funds, as defined in the Act, is
indicated by an asterisk. Each Trustee of the Funds is also a Trustee of Maxus
Income Fund, Maxus Equity Fund and Maxus Laureate Fund, three other open-end
management investment companies.
Position Held Principal Occupation(s)
Name and Address With the Fund During Past 5 Years
Richard A. Barone* Chairman, President of Maxus Securities
The Tower at Erieview, Treasurer Corp (broker-dealer), Maxus
36th Floor and Trustee Asset Management Inc. (investment
1301 East Ninth Street adviser) and Resource Management,
Cleveland, Ohio 44114 Inc., dba Maxus Investment Group
(financial services)
Denis J. Amato* Trustee Chief Investment Officer, Gelfand.
The Tower at Erieview, Maxus Asset Management, Inc.
36th Floor (investment adviser) since 1997;
1301 East Ninth Street previously, Managing Director,
Cleveland, Ohio 44114 Gelfand Partners Asset Management
(investment adviser)
<PAGE>
Kent W. Clapp Trustee Chairman, Medical Mutual of Ohio
2060 East Ninth Street (health insurer)
Cleveland, Ohio 44114
Steven M. Kasarnich Trustee President/Business Manager, Northeast
47 Alice Drive Ohio District Council of Carpenters;
Akron, Ohio 44319 Executive Secretary-Treasurer, Ohio
State Council of Carpenters
Burton D. Morgan Trustee Chairman, Morgan Bank (bank);
Park Place President, Basic Search, Inc.
10 West Streetsboro Road (venture capital); Chairman,
Hudson, Ohio 44236 Multi-Color Corporation (printing);
Chairman, Morgan Funshares, Inc. (mutual
fund)
Michael A. Rossi, C.P.A. Trustee Certified Public Accountant
6559 Wilson Mills Road
Highland Heights, Ohio 44143
Joseph H. Smith Trustee Chief Financial Officer,
1404 East Ninth Street Diocese of Cleveland
8th Floor
Cleveland, Ohio 44114
Robert J. Conrad Vice President Vice President, Resource Management,
The Tower at Erieview, Inc.; formerly Vice President,
36th Floor American Income Plus
1301 East Ninth Street
Cleveland, Ohio 44114
Robert W. Curtin Secretary Senior Vice President and Secretary,
The Tower at Erieview, Maxus Securities Corp; formerly
36th Floor Executive Vice President,
1301 East Ninth Street Roulston & Company, Inc.
Cleveland, Ohio 44114
No officer, director or employee of Maxus Asset Management Inc. ("MAM" or
the "Investment Adviser") or of any parent or subsidiary receives any
compensation from the Funds for serving as an officer or Trustee of the Funds.
Each Trustee who is not an interested person in MAM will receive from each Fund
the following fees for each Board or shareholders meeting attended: $100 per
meeting if net assets of the Fund are under $10,000,000; $200 per meeting if net
assets of the Fund are between $10,000,000 and $50,000,000; and $300 per meeting
if net assets of the Fund are over $50,000,000. The estimated fees payable to
the Trustees for the current fiscal year, which are the only compensation or
benefits payable to Trustees, are summarized in the following table:
<PAGE>
Compensation Table
Name of Trustee Aggregate Total
Compensation Compensation
from each From All Maxus
Fund Funds Payable
to Trustees
Richard A. Barone $ 0 $ 0
Denis J. Amato $ 0 $ 0
Kent W. Clapp $400 $1,600
Steven M. Kasarnich $400 $1,600
Burton D. Morgan $400 $4,400
Michael A. Rossi $400 $4,400
Joseph H. Smith $400 $1,600
OWNERSHIP OF SHARES
As of February 19, 1999, the following persons were known to be the
beneficial owner of more than 5% of the outstanding shares of the indicated
Fund:
Beneficial Number
Fund Owner of Shares Percentage
Ohio Heartland Donalson Lufkin 41,182 17%
Jenrette
P.O. Box 2052
Jersey City, NJ
07303
Ohio Heartland National City Bank, 27,624` 11%
Trustee
Jocelyn Linsalata
Trust
P.O. Box 94984
Cleveland, OH 44101
Aggressive Resource Management 200,755 19%
Value Inc.
1301 E. Ninth
Street
Suite 3600
Cleveland, OH 44114
As of February 19, 1999, all officers and Trustees as a group beneficially
owned (i) 10,297 shares, constituting 4% of the outstanding shares of Maxus Ohio
Heartland Fund and (ii) 200,935 shares, constituting 19% of the outstanding
shares of Maxus Aggressive Value Fund.
<PAGE>
INVESTMENT ADVISORY AND OTHER SERVICES
Investment Adviser
Maxus Asset Management, Inc. ("MAM"), the Funds' investment adviser, is a
wholly-owned subsidiary of Resource Management Inc., d/b/a Maxus Investment
Group, an Ohio corporation ("RMI") with interests primarily in the financial
services industry. RMI also owns all of the shares of Maxus Securities Corp.
("MSC"), the NASD broker/dealer through which shares of each Fund are offered.
Richard A. Barone is the president and a principal shareholder of RMI and,
therefore, is deemed to be in control of MAM and MSC.
As compensation for MAM's services rendered to each Fund, each Fund pays a
fee, computed and paid monthly, at an annual rate of 1% of the average value of
the first $150,000,000 of the Fund's daily net assets and .75% of average daily
net assets in excess of $150,000,000. For 1998, the Adviser received management
fees from Maxus Ohio Heartland Fund in the amounts of $16,389 and from Maxus
Aggressive Value Fund in the amount of $29,111.
Subject to the supervision and direction of the Funds' Trustees, MAM, as
investment adviser, manages the portfolio of each Fund in accordance with the
stated policies of the Fund. MAM makes investment decisions for the Funds and
places the purchase and sale orders for portfolio transactions. In addition, MAM
furnishes office facilities and clerical and administrative services, and pays
the salaries of all officers and employees who are employed by both it and the
Fund and, subject to the direction of the Board of Trustees, is responsible for
the overall management of the business affairs of the Funds, including the
provision of personnel for recordkeeping, the preparation of governmental
reports and responding to shareholder communications.
Other expenses are borne by the Funds and include brokerage fees and
commissions, fees of Trustees not affiliated with MAM, expenses of registration
of the Fund and of the shares of the Fund with the Securities and Exchange
Commission (the "SEC") and the various states, charges of the custodian,
dividend and transfer agent, outside auditing and legal expenses, liability
insurance premiums on property or personnel (including officers and trustees),
maintenance of business trust existence, any taxes payable by the Fund, interest
payments relating to Fund borrowings, costs of preparing, printing and mailing
registration statements, prospectuses, periodic reports and other documents
furnished to shareholders and regulatory authorities, costs of printing share
certificates, portfolio pricing services and Fund meetings, amortization of
organizational expenses and costs incurred pursuant to the Distribution and
Shareholder Servicing Plans described below.
Distribution Plans
Each Fund has a Distribution and Shareholder Servicing Plan (the "Plan")
pursuant to Rule 12b-1 under the Act, pursuant to which the Fund pays Maxus
Securities Corp ("MSC") .50% of average net assets of Investor Shares annually
for the costs of activities intended to result in the sale of Investor Shares,
regardless of the amount of expenses actually incurred by MSC. In 1998, pursuant
to the Plan, $5,643 (.50% of average net assets) was paid by Maxus Ohio
Heartland Fund to MSC and $9,576 (.50% of average net assets) was paid by Maxus
Aggressive Value Fund to MSC. Of such amount, $14,230 was used by MSC to
compensate securities dealers and other persons and organizations for providing
distribution assistance and shareholder services with respect to Investor
Shares, and $989 was expended for advertising and marketing.
<PAGE>
Neither Fund participates in any joint distribution activities with respect
to another series or investment company.
The Trustees believe that the Plan has benefitted and will continue to
benefit the Funds and the holders of Investor Shares. Among these benefits are:
(1) reductions in the per share expenses of the Funds as a result of increased
assets in the Funds; (2) reductions in the cost of executing portfolio
transactions and the possible ability of the Investment Adviser in some cases to
negotiate lower purchase prices for securities, due to the potentially larger
blocks of securities which may be traded by the Funds as their net assets
increase in size; and (3) a more predictable flow of cash which may provide
investment flexibility in seeking the Funds' investment objective and may better
enable the Funds to meet redemption demands without liquidating portfolio
securities at inopportune times.
Other Service Providers
Each Fund has entered into an Administration Agreement with Maxus
Information Systems Inc. ("MIS"), pursuant to which MIS has agreed to act as the
Fund's Transfer, Redemption and Dividend Disbursing Agent. As such, MIS
maintains the Funds' official record of shareholders and is responsible for
crediting dividends to shareholders' accounts. In consideration of such
services, each Fund pays MIS an annual fee, paid monthly, equal to $6.75 per
shareholder account (with a monthly minimum of $775) plus $12 per month for each
state in which the Fund is registered under such state's securities laws, plus
out-of-pocket expenses. 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, for the payment of an annual fee of
$17,400 for the first $25,000,000 in net assets, $8,500 for the next $25,000,000
in net assets and $4,750 for each additional $25,000,000 in net assets, plus
out-of-pocket expenses. For 1998, Maxus Ohio Heartland Fund and Maxus Aggressive
Value Fund paid MIS fees in the amounts of $4,497 and $7,940, respectively,
under the Administration Agreement and the Accounting Services Agreement. MIS is
a subsidiary of RMI, the parent company of the Investment Adviser.
Star Bank, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, serves as the
Funds' custodian. As custodian, Star Bank maintains custody of the Funds' cash
and portfolio securities.
McCurdy & Associates C.P.A.'s, Inc., independent certified public
accountants located at 27955 Clemens Road, Westlake, Ohio 44145, has been
selected as auditors for the Funds. In such capacity, McCurdy & Associates
C.P.A.'s, Inc. periodically reviews the accounting and financial records of each
Fund and examines its financial statements.
<PAGE>
BROKERAGE ALLOCATION
Decisions to buy and sell securities for the Fund are made by MAM subject
to the overall supervision and review by the Trustees. Portfolio security
transactions for the Funds are effected by or under the supervision of MAM.
Transactions on stock exchanges involve the payment of negotiated brokerage
commissions. There is generally no stated commission in the case of securities
traded in the over-the-counter markets, but the price of those securities
includes an undisclosed commission or markup. The cost of securities purchased
from underwriters includes an underwriting commission or concession, and the
prices at which securities are purchased from and sold to dealers include a
dealer's markup or markdown.
In executing portfolio transactions and selecting brokers and dealers, it
is the Funds' policy to seek the best overall terms available. The Investment
Advisory and Administration Agreement between the Funds and MAM provides that,
in assessing the best overall terms available for any transaction, MAM shall
consider the factors it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the commission, if
any, for the specific transaction and on a continuing basis. In addition, the
Investment Advisory and Administration Agreement authorizes MAM, in selecting
brokers or dealers to execute a particular transaction, and, in evaluating the
best overall terms available, to consider the brokerage and research services
(as those terms are defined in Section 28(e) of the Securities Exchange Act of
1934) provided to the Funds and/or other accounts over which MAM exercises
investment discretion.
The Board of Trustees periodically reviews the commissions paid by the
Funds to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits inuring to the Funds. It is possible
that certain of the services received will primarily benefit one or more other
accounts for which investment discretion is exercised. Conversely, the Funds may
be the primary beneficiary of services received as a result of portfolio
transactions effected for other accounts. MAM's fee under the Investment
Advisory and Administration Agreement is not reduced by reason of MAM's
receiving such brokerage and research services.
Under the Act, with respect to transactions effected on a securities
exchange, a mutual fund may not pay brokerage commissions to an affiliate which
exceed the usual and customary broker's commissions. A commission is deemed as
not exceeding the usual and customary broker's commission if (i) the commission
is reasonable and fair compared to the commission received by other brokers in
connection with comparable transactions involving similar securities being
purchased or sold during a comparable period of time and (ii) the Board of
Trustees, including a majority of the Trustees who are not interested persons of
the mutual fund, have adopted procedures reasonably designed to provide that
such commission is consistent with the above-described standard, review these
procedures annually for their continuing appropriateness and determine quarterly
that all commissions paid during the preceding quarter were in compliance with
these procedures.
<PAGE>
The Board of Trustees has determined that any portfolio transaction for the
Funds may be effected through MSC if, in MAM's judgment, the use of MSC is
likely to result in price and execution at least as favorable as those of other
qualified brokers, and if, in the transaction, MSC charges the Fund a commission
rate consistent with those charged by MSC to comparable unaffiliated customers
in similar transactions. Each quarter, the Trustees review a report comparing
the commissions charged each Fund by MSC to industry norms for similar sized
transactions both (i) with proprietary research or other valuable services being
provided and (ii) without such services being provided. Based upon such review,
the Board of Trustees determines on a quarterly basis whether the commissions
charged by MSC meet the requirements of the Act. MSC will not participate in
commissions from brokerage given by the Funds to other brokers or dealers. Over-
the-counter purchases and sales are transacted through brokers and dealers with
principal market makers. The Funds will in no event effect principal
transactions with MSC in over-the-counter securities in which MSC makes a
market. MSC is a wholly owned subsidiary of RMI, a corporation controlled by
Richard A. Barone, Chairman of the Trust. Richard A. Barone is, therefore,
considered to control MSC.
Even though investment decisions for the Funds are made independently from
those of the other accounts managed by MAM, investments of the kind made by the
Funds may also be made by those other accounts. When the Funds and one or more
accounts managed by MAM are prepared to invest in, or desire to dispose of, the
same security, available investments or opportunities for sales will be
allocated in a manner believed by MAM to be equitable. In some cases, this
procedure may adversely affect the price paid or received by the Funds or the
size of the position obtained for or disposed of by the Funds.
During 1998, the aggregate amount of brokerage commissions paid by Maxus
Ohio Heartland Fund and Maxus Aggressive Value Fund to MSC were $9,769 and
$41,250, constituting over 99% of aggregate brokerage commissions paid by these
funds during such year.
CAPITAL STOCK AND OTHER SECURITIES
The Declaration of Trust provides for an unlimited number of authorized
shares of beneficial interest, which may, without shareholder approval, be
divided into an unlimited number of series of such shares, and which are
presently divided into two series of shares, one for Maxus Ohio Heartland Fund
and one for Maxus Aggressive Value Fund. Each share represents an equal
proportionate interest in a Fund with other shares of the same series and class,
and is entitled to such dividends and distributions out of the income earned on
the assets belonging to that Fund as are declared at the discretion of the
Trustees. All consideration received by the Trust for shares of one of the Funds
and all assets in which such consideration is invested will belong to that Fund
and will be subject to the liabilities relating thereto.
Shareholders are entitled to one vote per share (with proportional voting
for fractional shares) on such matters as shareholders are entitled to vote.
Shareholders vote in the aggregate and not by series or class on all matters
except that (i) shares shall be voted by individual series or class when
required by the 1940 Act or when the Trustees have determined that the matter
affects only the interests of a particular series or class, and (ii) only the
holders of Investor Shares will be entitled to vote on matters submitted to
shareholder vote with regard to the Distribution Plan applicable to such class.
<PAGE>
Whenever the approval of a majority of the outstanding shares of the Trust
or a particular Fund is required in connection with shareholder approval of an
investment advisory contract, changes in the investment objective and policies
or the investment restrictions, or approval of a distribution expense plan, a
"majority" shall mean the vote of (i) 67% or more of the shares of the Trust or
such Fund present at a meeting, if the holders of more than 50% of the
outstanding shares of the Trust or such Fund are present in person or by proxy,
or (ii) more than 50% of the outstanding shares of the Trust or such Fund,
whichever is less.
Although the Trust is not required to hold annual meetings of the
shareholders, shareholders holding at least 10% of the Trust's outstanding
shares have the right to call a meeting to elect or remove one or more of the
Trustees of the Trust.
Upon issuance and sale in accordance with the terms of the Prospectus, each
share will be fully paid and non-assessable. Shares have no preemptive,
subscription or conversion rights. The Declaration of Trust also provides that
shareholders shall not be subject to any personal liability for the acts or
obligations of the Funds and that every agreement, obligation or instrument
entered into or executed by a Fund shall contain a provision to the effect that
the shareholders are not personally liable thereunder.
PURCHASE, REDEMPTION AND PRICING OF SHARES
The information pertaining to the purchase and redemption of the Funds'
shares appearing in the Prospectus under the captions "How To Purchase Shares"
and "How To Redeem Shares" is hereby incorporated by reference.
The price paid for shares of a certain class of a Fund is the net asset
value per share of such class next determined after receipt by the Transfer
Agent of properly identified purchase funds, except that the price for shares
purchased by telephone is the net asset value per share next determined after
receipt of telephone instructions. Net asset value per share is computed for
each class of a Fund as of the close of business (currently 4:00 P.M., New York
time) each day the New York Stock Exchange is open for trading and on each other
day during which there is a sufficient degree of trading in the Fund's
investments to affect materially net asset value of its redeemable securities.
For purposes of pricing sales and redemptions, net asset value per share of
a class of a Fund is calculated by determining the value of the class's
proportional interest in the assets of the Fund, less (i) such class's
proportional share of general liabilities and (ii) the liabilities allocable
only to such class; and dividing such amount by the number of shares of such
class outstanding.
<PAGE>
For purposes of computing the net asset value per share of a Fund,
securities listed on a national securities exchange or on the NASDAQ National
Market System will be valued on the basis of the last sale of 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 business on each day or, if market quotations are not readily
available, at fair value as determined in good faith by the Board of Trustees.
Unless the particular circumstances (such as an impairment of the
credit-worthiness of the issuer) dictate otherwise, the fair market value of
short-term securities with maturities of 60 days or less shall be their
amortized cost. All other securities and other assets of the Fund will be valued
at their fair value as determined in good faith by the Board of Trustees.
TAXATION OF THE FUNDS
Each Fund intends to qualify each year as a "regulated investment company"
under the requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). Qualification as a regulated investment company will
result in each Fund's paying no taxes on net income and net realized capital
gains distributed to shareholders. If these requirements are not met, a Fund
will not receive special tax treatment and will pay federal income tax, thus
reducing the total return of such Fund.
Statements as to the tax status of each shareholder's dividends and
distributions will be mailed annually by the Funds' transfer agent. Shareholders
are urged to consult their own tax advisers regarding specific questions as to
Federal, state or local taxes.
DISTRIBUTOR
Shares of the Funds are offered on a best-efforts basis by Maxus Securities
Corp, a registered NASD broker-dealer. MSC is a wholly-owned subsidiary of RMI,
which is controlled by Richard A. Barone, Chairman of the Fund.
Pursuant to the Distribution Agreement between the Funds and MSC, MSC has
agreed to hold itself available to receive orders, satisfactory to MSC, for the
purchase of the shares of each Fund, to accept such orders on behalf of the
Funds as of the time of receipt of such orders and to transmit such orders to
the Funds' transfer agent as promptly as practicable. MSC does not receive any
commissions or other compensation for the sale of shares of either Fund.
However, pursuant to the Plan, MSC receives an annual distribution fee of .50%
of average net assets of Investor Shares. Certain employees of MSC may receive
compensation under the Plan. See "Investment Advisory and Other Services
Distribution Plan."
The Distribution Agreement provides that MSC shall arrange to sell the
Funds' Shares as agent for the Fund and may enter into agreements with
registered broker-dealers as it may select to arrange for the sale of such
shares. MSC is not obligated to sell any certain number of shares.
<PAGE>
PERFORMANCE
From time to time, the Funds may advertise performance data represented by
a cumulative total return or an average annual total return. Total returns are
based on the overall or percentage change in value of a hypothetical investment
in a Fund and assume all of the Fund's dividends and capital gain distributions
are reinvested. A cumulative total return reflects the Fund's performance over a
stated period of time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same cumulative total
return if the Fund's performance had been constant over the entire period.
Because average annual returns tend to smooth out variations in the Fund's
returns, it should be recognized that they are not the same as actual
year-by-year results. The total returns for Investor Shares of each Fund for
periods ended December 31, 1998 are set forth below.
Maxus Ohio Heartland Fund
Average Annual Total Returns Cumulative Total Returns
Life of Fund* Life of Fund*
-20.08% -20.08%
*From commencement of operations, February 1, 1998.
Maxus Aggressive Value Fund
Average Annual Total Returns Cumulative Total Returns
Life of Fund* Life of Fund*
-4.23% -4.23%
*From commencement of operations, February 1, 1998.
Performance may be compared to well-known indices such as the Dow Jones
Industrial Average or alternative investments such as Treasury Bills. Also, the
Funds may include published editorial comments compiled by independent
organizations such as Lipper Analytical Services or Morningstar, Inc.
All performance information is historical in nature and is not intended to
represent or guarantee future results. The value of Fund shares when redeemed
may be more or less than their original cost.
Further information about the performance of each of the Funds is contained
in the Funds' Annual Report to Shareholders which may be obtained from the Fund
without charge.
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To The Shareholders and Board of Trustees
MaxFund Trust:
We have audited the statements of assets and liabilities including the
portfolios of investments, of the MaxFund Trust (comprising, respectively, of
the Maxus Ohio Heartland Fund and the Maxus Aggressive Value Fund) as of
December 31, 1998, and the related statements of operations, the statements of
changes in net assets, and the financial highlights for each of the periods
indicated. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1998 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of each
of the respective portfolios constituting the MaxFund Trust as of December 31,
1998, the results of their operations, the changes in their net assets, and the
financial highlights for each of the periods indicated in conformity with
generally accepted accounting principles.
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
January 13, 1999
<PAGE>
Maxus Ohio Heartland Fund
Schedule of Investments
December 31, 1998
Shares/Principal Amount Market Value % of Assets
Basic Materials
2,500 A. Schulman 56,719
2,500 Andersons 28,906
3,000 Brush Wellman 52,312
3,500 Hanna,(M.A.) 43,094
4,000 Hawk Group * 33,500
6,000 Olympic Steel * 30,000
2,200 Shiloh Industries * 28,875
2,000 Timken 37,750
311,156 15.66%
Industrial Products & Services
3,500 Applied Industrial Technologies 48,563
4,000 Chart Industries 30,500
5,250 Corrpro * 63,984
1,000 Parker Hannifin 32,750
2,000 RPM Inc 32,000
2,000 Scott Technologies Cl A * 33,062
2,000 Stoneridge * 45,500
286,359 14.41%
Consumer Cyclical
2,000 Baldwin Piano * 19,250
1,800 Cooper Tire 36,788
7,500 International Total Service * 37,500
2,000 Standard Register 61,875
155,413 7.82%
Consumer Staples
2,600 Bob Evans 67,763
1,500 Consolidated Stores 30,282
2,400 Fabri-Centers of America Cl B * 33,300
5,000 Gibson Greetings * 59,375
3,000 Huffy 49,500
3,500 Officemax * 42,875
3,000 RG Barry * 33,000
3,500 Rocky Shoes & Boots * 20,562
12,000 Royal Appliance * 44,250
2,500 Value City Dept. Stores * 34,844
2,300 Wendy's 50,169
2,500 Worthington Foods 47,500
513,420 25.83%
Financial
3,000 Associated Estates Realty 35,437
4,000 Boykin Lodging 49,500
2,500 First Merit 67,188
4,000 First Union Real Estate 23,000
5,000 Great Lakes Bancorp * 60,000
2,000 State Auto Financial 24,750
259,875 13.07%
*Non-income producing securities
The accompanying notes are an integral part of the financial statements.
<PAGE>
Health Care
10,000 Collaborative Clinical Research * 40,000
2,000 Invacare 48,000
88,000 4.43%
Technology
5,500 Allen Telecom * 36,781
2,000 Diebold 71,375
4,700 Keithley Instruments 42,887
8,500 Pioneer Standard 79,687
2,000 Structural Dynamics * 39,750
2,000 Telxon 27,750
298,230 15.01%
Cash Equivalents
75,514 Star Bank Treasury 75,514 3.80%
Total Investments (Cost - $2,353,265 ) 1,987,967 100.03%
Other Assets Less Liabilities (647) - 0.03%
Net Assets - Equivalent 1,987,320 100.00%
*Non-income producing securities
The accompanying notes are an integral part of the financial statements.
<PAGE>
Maxus Aggressive Value Fund
Schedule of Investments
December 31, 1998
Shares/Principal Amount Market Value % of Assets
Basic Materials
15,000 Birmingham Steel 62,813
400,000 Campbell Resources * 100,000
10,000 Olympic Steel * 50,000
212,813 4.93%
Consumer Products
10,000 Cone Mills * 56,250
20,000 Designs * 38,750
15,000 Donna Karan * 114,375
65,000 First Team Sports * 89,375
40,000 Martin Industries 110,000
50,000 Michael Anthony Jewelers * 162,500
47,500 Parlux Fragrance * 65,625
21,100 Saucony Cl A * 150,338
20,000 Scheid Vineyards * 97,500
20,000 Scotts Liquid Gold 28,750
10,000 TCBY Enterprises 70,000
10,000 Tultex * 8,750
992,213 22.99%
Education
10,000 Whitman Education Group * 33,125 0.77%
Energy
25,000 Howell 51,562
40,000 Patina Oil & Gas 117,500
169,062 3.92%
Entertainment
16,000 Baldwin Piano * 154,000
15,000 Isle Capri Casinos * 59,531
19,800 Royal Olympic Cruises * 66,825
280,356 6.50%
Financial Services
5,700 Atlanta Sosnoff Capital 47,381
10,000 Great Lakes Bancorp * 120,000
7,500 National Discount Brokers * 150,000
317,381 7.35%
Industrial Products & Services
38,500 Catalina Lighting * 86,625
9,700 Cybex * 41,225
12,000 FerroFluidics * 34,500
12,000 Flow International * 116,250
15,000 International Total Services * 75,000
353,600 8.19%
*Non-income producing securities
The accompanying notes are an integral part of the financial statements.
<PAGE>
Information Technology
10,000 Aydin * 101,875
10,000 Cidco Com. * 28,750
10,000 Cohr * 51,250
10,000 Datum * 65,625
10,000 In Focus System * 88,750
15,000 Media 100 * 88,125
17,000 Perceptron * 112,625
7,000 Premisy Communs * 64,313
10,000 Standard Microsystmes Com * 78,125
3,000 Tech Sym * 66,750
10,000 Trident Microsystems * 41,250
787,438 18.25%
Infrastructure & Environment
22,000 Foster L B * 145,750 3.38%
Machinery & Equipment
4,000 Cubic 75,000 1.74%
Medical Products & Services
10,000 Collaborative Clinical Research * 40,000
15,100 Cholestech * 57,569
15,000 Orthologic * 50,156
147,725 3.42%
Realestate
5,000 Asset Investors 63,750 1.48%
Wholesale Distribution
10,000 Lazare Kaplan * 70,000
20,000 Strategic Distribution * 48,750
118,750 2.75%
Closed End Eqity Funds
23,000 Brantley Capital 163,875
7,000 Equus II 112,875
276,750 6.41%
Cash Equivalents
412,403 Star Bank Treasury 412,403 9.56%
Total Investments (Cost - $4,494,690) 4,386,116 101.64%
Other Assets Less Liabilities (70,853) -1.64%
Net Assets - Equivalent 4,315,263 100.00%
*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 December 31, 1998
Ohio
Heartland Aggressive
Fund Value Fund
Assets:
Investment Securities at Market Value 1,987,967 4,386,116
(Identified Costs - $2,353,265 and $4,494,690)
Cash 4,855 5,887
Receivables:
Receivable for investment securities sold - 171,863
Dividends and interest receivable 4,759 2,201
Unamortized organization costs 12,464 12,464
Total Assets 2,010,045 4,578,531
Liabilities:
Payable for investment purchased - 228,171
Payable for shareholder distributions - 9,862
Accrued Expenses 22,725 25,235
Total Liabilities 22,725 263,268
Net Assets 1,987,320 4,315,263
Net Assets Consist Of:
Capital Paid In 2,381,819 4,423,825
Undistributed Net Investment Income - -
Accumulated Realized Gain (Loss)
on Investments - Net (29,201) 12
Unrealized Appreciation in Value
of Investments Based on Identified Cost - Net (365,298) (108,574)
Net Assets 1,987,320 4,315,263
Net Assets
Investors Shares 1,234,261 3,159,436
Institutional Shares 753,059 1,155,827
Total 1,987,320 4,315,263
Shares of capital stock
Investors Shares 151,283 658,099
Institutional Shares 92,012 239,994
Total 243,295 898,093
Net asset value per share
Investors Shares $8.16 $4.80
Institutional Shares $8.18 $4.82
The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Operations
Ohio Heartland & Aggressive Value Funds December 31, 1998
Ohio
Heartland Aggressive
Fund Value Fund
Investment Income:
Dividend income $22,447 6,895
Interest income 16,720 33,005
Total Income 39,167 39,900
Expenses:
Investment advisory fees (Note 2) 16,389 29,111
Distribution fees (Investor shares) 5,643 9,576
Distribution fees (Institutional shares) - -
Custodial fees 3,101 5,288
Organization costs 2,785 2,785
Transfer agent fees/Accounting and Pricing 4,497 7,940
Legal 8,016 8,109
Audit 6,000 6,000
Registration and filing fees 386 447
Trustee fees 400 400
Printing & Other Miscellaneous 3,903 4,293
Total Expenses 51,120 73,949
Net Investment Income (Loss) (11,953) (34,049)
Realized and Unrealized Gain (Loss) on Investments:
Realized Gain (Loss) on Investments (29,201) 66,583
Distribution of Realized Capital Gains
from other Investment Companies - -
Unrealized Gain (Loss) from Appreciation
(Depreciation) on Investments (365,298) (108,574)
Net Realized and Unrealized Gain (Loss) on Investments (394,499) (41,991)
Net Increase (Decrease) in Net Assets from Operations $(406,452) (76,040)
The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Changes in Net Assets
Ohio Heartland & Aggressive Value Funds December 31, 1998
Ohio Aggressive
Heartland Fund Value Fund
02/01/98 02/01/98
to to
12/31/98 12/31/98
From Operations:
Net Investment Income (11,953) (34,049)
Net Realized Gain (Loss) on Investments (29,201) 66,583
Net Unrealized Appreciation (Depreciation) (365,298) (108,574)
Increase (Decrease) in Net Assets from Operations (406,452) (76,040)
Distributions to investor shareholders:
Net Investment Income - -
Net Realized Gain (Loss) from Security Transactions - (23,824)
Distributions to institutional shareholders:
Net Investment Income - -
Net Realized Gain (Loss) from Security Transactions - (8,698)
Change in net assets from distributions - (32,522)
From Capital Share Transactions:
Proceeds from sale of shares 2,792,343 4,484,083
Dividend reinvestment - 22,660
Cost of shares redeemed (498,571) (182,918)
Change in net assets from capital transactions 2,293,772 4,323,825
Change in net assets 1,887,320 4,215,263
Net Assets:
Beginning of period 100,000 100,000
End of period 1,987,320 4,315,263
Share Transactions:
Issued 293,342 913,733
Reinvested - 4,715
Redeemed (60,047) (40,355)
Net increase (decrease) in shares 233,295 878,093
Shares outstanding beginning of period 10,000 20,000
Shares outstanding end of period 243,295 898,093
The accompanying notes are an integral part of the financial statements.
<PAGE>
Financial Highlights
Ohio Heartland & Aggressive Value Funds
Selected data for a share of capital stock
outstanding throughout the period indicated
Ohio Heartland Fund Aggressive Value Fund
2/1/98 to 12/31/98 2/1/98 to 12/31/98
Investor Institutional Investor Institutional
Net Asset Value -
Beginning of Period 10.00 10.00 5.00 5.00
Net Investment Income (0.05) (0.03) (0.07) (0.05)
Net Gains or Losses on Securities
(realized and unrealized) (1.79) (1.79) (0.09) (0.09)
Total from Investment Operations (1.84) (1.82) (0.16) (0.14)
Distributions
Net investment income - - - -
Capital gains - - (0.04) (0.04)
Return of capital - - - -
Total Distributions - - (0.04) (0.04)
Net Asset Value -
End of Period $8.16 $8.18 $4.80 $4.82
Total Return -18.40% -18.20% -3.27% -2.87%
Ratios/Supplemental Data:
Net Assets at end
of period (thousands) 1,234 753 3,159 1,156
Ratio of expenses to
average net assets * 3.24% 2.74% 2.69% 2.19%
Ratio of net income to
average net assets * -0.88% -0.38% -1.33% -0.83%
Portfolio turnover rate 6.82% 6.82% 108.60% 108.60%
* Annualized
The accompanying notes are an integral part of the financial statements.
<PAGE>
Notes to Financial Statements
Maxus Ohio Heartland & Aggressive Value Funds
December 31, 1998
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). The Fund pursues this
objective by investing primarily in equity securities of companies
headquartered in the State of Ohio. The investment objective of Maxus
Aggressive Value Fund is to obtain capital appreciation. The Fund pursues this
objective by investing primarily in 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 Funds 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 Funds. These subsidiaries are Maxus Asset Management Inc,
Maxus Securities Corp, and Maxus Information Systems Inc. Maxus Asset
Management was paid $16,389 by Maxus Ohio Heartland Fund and $29,111 by Maxus
Aggressive Value Fund in investment advisory fees during the fiscal year
ending December 31, 1998. Maxus Securities, who served as the national
distributor of the Funds' shares, was reimbursed $5,643 by Maxus Ohio
Heartland Fund and $9,576 by Maxus Aggressive Value Fund for distribution
expenses. Maxus Information Systems received fees totaling $4,497 from Maxus
Ohio Heartland Fund and $7,940 from Maxus Aggressive Value Fund for services
rendered to the Fund for the fiscal year ending December 31, 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 $9,769 from Maxus Ohio
Heartland Fund and $41,250 from Maxus Aggressive Value Fund for the fiscal
year ending December 31, 1998.
At December 31, 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 Funds are officers and/or directors of
the Investment Advisor and Administrator. Each director who is not an
"affiliated person" receives an attendance fee of $100 per Fund per meeting.
4.) CAPITAL STOCK AND DISTRIBUTION
At December 31, 1998, an indefinite number of shares of capital stock ($.10
par value) were authorized, and paid-in capital amounted to $2,381,819 for the
Maxus Ohio Heartland Fund and $4,423,825 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 fiscal year ending December 31, 1998.
Maxus Ohio Maxus Aggressive
Type of obligation Heartland Value Fund
Fund
Purchase of non U.S. 2,420,123 6,643,170
Government *
Sale of non U.S. 94,732 2,623,190
Government *
Purchase of U.S. 0 0
Government
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 December 31, 1998.
7.) SECURITY TRANSACTIONS
For Federal income tax purposes, the cost of investments owned at December 31,
1998 was the same as identified cost.
<PAGE>
At December 31, 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
Heartland Fund Aggressive
Value Fund
Appreciation 147,042 508,833
(Depreciation) (512,340) (617,407)
Net Appreciation (365,298) (108,574)
(Depreciation)
8.) RECLASSIFICATION
In accordance with AICPA Statement of Position 93-2, the components of the net
assets of the Ohio Heartland Fund have been reclassified to the extent that
the net investment loss of ($11,953) sustained during the fiscal year ended
December 31, 1998, which represents a permanent difference for income tax
purposes, has been reclassified as a decrease in the net capital paid in.
<PAGE>
