MAXUS INCOME FUND
ARS, 1997-03-03
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THE MAXUS FUNDS



Dear Shareholder:

For all of  1996,  each of The  Maxus  Funds  turned  in  excellent  performance
relative to their respective index. This performance was achieved despite a very
protective and cautionary feeling among the Maxus portfolio managers as a group,
and Alan Miller and myself in particular.

Investors,  in  general,  seem to  share  this  cautionary  feeling,  but  their
interpretation  of risk and volatility  seems to split between two very distinct
perspectives.  Equipped  with a full barrage of facts  regarding  stock and bond
market  history,  market  indicators,  Federal  Reserve  reports  and money flow
charts,  each group seems to display a very  different  attitude  toward today's
relatively high prices and the course of the market over the next several years.

The first and most cautious group is comprised of those  individuals who believe
that today's  valuations  are much too high and that it is only a matter of time
before  prices  decline  and large  sums of money  will be lost.  They  point to
historically low dividend yields on common stocks, market multiples which exceed
20 times the earning  forecast,  an economy which is growing less than 3 percent
annually,  large federal  deficits and high taxes. The individuals in this group
tend to be somewhat  older and often recall the experience of the bear market of
1973-74, and the many years it took to recover.

The younger  investor,  on the other hand,  tends to fall into the second group.
Not lacking in knowledge with regard to the level of stock and bond prices, they
lack only the experience of a real bear market and the psychological impact such
an experience  would have on their attitude  toward  investing.  While admitting
that market  valuations are high,  they purport to hold a long term  perspective
and look at market  corrections  in the most  positive  way.  They  point to the
market  crash  of  1987,  and  view  that  event  as  an  extraordinary   buying
opportunity.

These two groups comprise the vast majority of today's investors, and define the
boundaries of the conventional wisdom. Whichever perspective you may hold, there
is one fact that has  prevailed  throughout  market  history  - in the end,  the
market never accommodates the majority. Based upon this presumption,  then, both
perspectives  are apt to be wrong,  and the real  winners  will be those who are
able to understand the  significance of past events in the light of the changing
investment environment.

The starting point through which we might  construct a new scenario  begins with
just plain  common  sense.  There are only two major  components  in the formula
which  determines  the  general  level of  stock  prices -  interest  rates  and
corporate earnings, and of course, the prospects for each.

<PAGE>
As we begin 1997, the 500 largest American corporations,  which comprise the S&P
500 Index,  are  carrying a market  valuation  equal to 22 times their latest 12
months reported  earnings.  A market multiple of 22 times is just another way of
saying that  investors who own large  capitalization  companies are receiving an
after-tax  return of just  4.54%  (100  divided  by 22).  Both  logic and market
history gives rise to two potential scenarios.

The first is that interest rates will decline significantly. Since yields in the
bond market compete  directly for stock market  dollars,  lower bond yields will
tend to support stock prices at current levels. If interest rates do not decline
significantly  (and I do not  believe  they  will),  then  we  must  look to the
prospects regarding the second potential scenario.

The second is that corporate earnings will increase significantly. The consensus
forecast  for  corporate  earnings  in 1997  indicate  that  they  will  rise by
approximately  5% to 10% from their 1996  level,  and there seems to be no clear
signal for the  prospects in 1998. In fact,  there is ample  evidence to suggest
that earnings may actually decline in 1998, and may even disappoint  forecasters
in 1997.

So, why would  investors pay these high prices for stocks,  if the prospects for
interest rates and corporate earnings do not support their optimism?  The simple
answer,  of  course,  is that they  simply do not care --  everyone  is much too
excited to even think about leaving the party before the band stops playing. The
conventional  market  wisdom,  however,  suggests  that  this is not  the  case;
investors are aware and sensitive to today's high valuations.

One possible resolution is evolution.  The study of American economic history is
based upon  business  cycle  analysis,  and the  business  cycle,  with its very
distinct peaks and troughs,  can be roughly  transposed over stock market cycles
in which earnings,  interest rates and the market price to earnings ratio always
move over a wide range. If investors are acting rationally,  then, there must be
a fundamental  change this time around, and that change just may be the business
cycle itself.

The ending of the cold war and the  emerging  economies  have  opened the global
marketplace  for the first time in our  history.  Within this  marketplace,  the
major American  companies have become the  predominant  players.  The result has
been a consistent  and growing  demand for products and services.  Moreover,  as
technology   increasingly  holds  the  key  to  rapid  global  growth,  American
technology has become the standard to which all developed  economies aspire. The
result has been a drastic  transformation of the American business cycle,  which
may now be depicted as a straight line with an upward bias.

<PAGE>
For the past five years the stock  market has  demonstrated  remarkable  results
with the S&P 500 index averaging over 15% annually.  While the market may now be
ahead of the business  prospects  going forward,  there is no strong evidence to
suggest that those prospects will become clearly negative. There does not appear
to be strong inflationary  pressure,  interest rates appear stable and inventory
levels  under  control.  There is  nothing  to  suggest  that a major  change in
direction is about to occur.

All major market declines are generally preceded by these changes, i.e. interest
rates rise and/or profits  decline,  the  implication  being that the growth and
profitability   of  American   corporations   will  cycle  because  of  economic
dislocations. While today, the market valuations for major American corporations
are high and definitely ahead of reality, the resolution may be in the prospects
for  market  appreciation  going  forward,  i.e.  instead  of 15% or 20%  annual
returns, the S&P 500 may produce returns much lower over the next five years.

The most optimistic,  and still an essentially  logical scenario,  is that faced
with the prospects of large capitalization  companies struggling to maintain the
forward momentum in their stock price, investors may ultimately move their funds
into the secondary stocks which carry much lower market multiples and which have
not fully participated in the market during the past five years.




Richard A Barone


<PAGE>
THE MAXUS INCOME FUND



The Maxus Income Fund had an excellent year in 1996, producing a total return of
9.20%  compared to the Ryan  Government  Index which  returned  2.07%.  The Ryan
Government  Index is  representative  of a wide  maturity  range  of  investment
quality bonds.  Moreover,  the Fund displayed a low "beta" (value  relationship)
during periods in which bond prices declined.

These  results were  achieved for a variety of reasons and in a number of market
segments,  the most  notable  of which  was the focus on  closed-end  investment
companies,  bonds and preferred shares with short maturities  and/or call dates,
and high yielding  securities  convertible into equities.  All of these areas of
concentration appeared to have played an equal role.

Despite the trend  toward  higher  yields and lower bond prices  throughout  the
year, there appeared to be an offsetting trend toward smaller  discounts among a
number  of  income  oriented  closed-end  investment  companies.   For  example,
investors looking for superior yield were comfortable with the debt of developed
foreign economies,  and continued to bid up the price of global closed-end funds
in spite of a stronger dollar.

The portion of the portfolio  devoted to convertible  securities  also performed
well in spite of the fact  that my most  important  consideration  in  selecting
convertibles is high yield and high quality.  Convertible  securities  which met
these  standards  were difficult to find,  and when the  opportunities  appeared
during periods of market weakness, I needed to respond immediately.

As we move  into  1997,  new  investment  opportunities  which  meet  my  strict
requirements seem to be more difficult to find. Moreover, as long as the Federal
Reserve  appears to have a bias toward  tightening,  I have chosen to reduce the
exposure to interest rate risk as much as possible, while continuing to maintain
a high quality portfolio producing high current income.




Richard A Barone
<PAGE>
MAXUS INCOME FUND

SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
Shares/Principal                                   Cost        Market      % of
     Amount                                                    Value      Assets
- --------------------------------------------------------------------------------
 
COMMON STOCK - REAL ESTATE
 10,000    Boykin Lodging                         200,000      240,000     0.67%


CLOSED END INCOME FUNDS
 50,000    ACM Govt Opportunity                   346,125      362,500
 70,000    All American Term Trust                887,775      883,750
100,000    American Opportunity Income            554,750      587,500
 14,000    American Strategic Income Port II      152,102      152,250
 50,000    American Strategic Income Port I       521,125      531,250
 65,200    Americas Income Trust                  438,847      480,850
 80,000    Blackrock Income Trust                 504,794      510,000
 65,000    Blackrock North American Government    612,769      650,000
 57,100    Current Income Shares                  639,206      649,513
 23,900    Fortis Securities                      189,348      194,188
 43,700    Gabelli Convertible                    417,226      404,225
 50,000    Kemper Intermediate Government         358,837      362,500
130,000    MFS Govt Mkts Income                   866,294      885,625
125,000    Quest for Value Income Shares        1,483,792    1,437,500
                                                ---------    ---------
                                                7,972,990    8,091,651    22.65%

CLOSED END GLOBAL INCOME FUNDS
 50,000    Dreyfus Strategic Governments          458,625      450,000
 26,400    First Commonwealth                     288,618      316,800
 27,700    Kleinwort Benson Australian            247,153      256,225
103,100    RCM Strategic Global Govt            1,017,460    1,069,662
100,000    Strategic Global Income              1,171,225    1,212,500
 52,200    Templeton Global Governments           355,955      365,400 
100,000    Templeton Global Income                727,025      725,000
                                                ---------    ---------
                                                4,266,061    4,395,587    12.30%

PREFERRED STOCK
  5,000    Aetna Cap LLC MIPS                     134,675      135,000
 10,000    American General Cap LLC MIPS          250,000      258,750
 10,000    American Re Capital $2.13              250,000      258,750
 10,000    Associated Estates $2.43               251,850      255,000
 24,900    BF Goodrich $2.07                      627,744      625,612
 11,300    Carolina Power $2.14                   288,203      296,625
 45,000    Conagra Capitol Adj Rate               966,950    1,001,250
 10,000    Developers Diversified Rlty $2.37 A    251,850      252,500
 10,000    Developers Diversified Rlty $2.36 B    248,100      253,750
 15,000    Equity Residential Prop $2.34          379,150      388,125
 18,000    Kimco Realty $2.09                     423,355      445,500
 30,000    McDonalds Corp $2.09 QUIDS             778,363      753,750
 10,000    MidAmerican Energy Financing $1.99     250,000      248,750
 10,000    NB Capital $1.96                       250,000      247,500
 15,500    NWPS Capital Financing $2.03           385,367      385,563
 14,300    Pacificorp $8.55 QUIDS                 361,108      357,500

                     The accompanying notes are an integral
                       part of the financial statements.
<PAGE>
MAXUS INCOME FUND

SCHEDULE OF INVESTMENTS
DECEMBER 31, 1996
- --------------------------------------------------------------------------------
Shares/Principal                                   Cost        Market      % of
     Amount                                                    Value      Assets
- --------------------------------------------------------------------------------
 20,000    Public Storage $2.22                   499,937      510,000
 10,000    RJR Nabisco Hldgs $2.50                254,350      251,250
 10,000    Rouse Cap $2.31 QUIDS                  249,050      253,750
 20,000    Royce Value Trust $2.00                499,350      502,500
 10,000    Simon Debartolo Group $2.19            250,000      253,750
 32,000    Source Capital $2.40                   880,025      916,000
 10,000    Southwestern Public $1.96              250,000      248,750
 10,000    Sunamerica Cap Tr III                  250,000      248,750
 10,000    Torchmark Cap L L C MIPS               250,000      262,500
 10,000    US West Fin $2.06                      250,000      251,250
 15,000    Williams Cos $2.40 QUICS               385,275      386,250
                                               ----------   ----------
                                               10,114,702   10,248,675    28.69%

CONVERTIBLE PREFERRED
 10,000    Armco Inc $3.625                       427,475      432,500
 10,000    Chiquita Brands Intl $2.88             420,850      430,000
 38,000    Oasis Residential $2.25                953,336      983,250
 21,000    Phoenix Duff & Phelps $1.50            514,068      525,000
  5,000    Resource Mortgage C                    150,000      152,500
 10,000    Sea Containers $4.00                   448,100      455,000
 15,000    USX $3.25                              703,775      665,625
 10,000    WHX $3.75                              424,637      373,750
 47,000    Wellsford Residential $1.75            899,672      975,250
                                                ---------    ---------
                                                4,941,913    4,992,870    13.97%

CORPORATE BONDS
455,000    Unisys Senior Notes 10.625%, 10-1-99   455,175      470,783
300,000    RJR Nabisco 9.25%, 8-15-13             276,119      304,125
                                                  -------      -------
                                                  731,294      774,908     2.17%

CONVERTIBLE BONDS
1,000,000  Royce Value Trust Inc 5.75%, 6-30-04   974,006    1,010,000
  350,000  Consolidated Natural Gas               348,862      372,750
            7.25%, 12-15-15  
  223,000  Inco 7.75%, 3-15-16                    226,319      234,150
                                                ---------    ---------
                                                1,549,187    1,616,900     4.53%

U.S. GOVERNMENT SECURITIES
2,000,000  US Treasury 7.5%, 1-31-97            2,004,285    2,002,500
2,000,000  US Treasury 5.375%, 5-31-98          1,985,475    1,989,062
                                                ---------    ---------
                                                3,989,760    3,991,562    11.17%

        Total Investments                      33,765,907   34,352,158    96.15%

        Other Assets Less Liabilities                        1,375,746     3.85%

        Net Assets - Equivalent to $10.78 per share on
        3,314,206 shares of capital stock outstanding       35,727,907   100.00%
                                                            ==========
                     The accompanying notes are an integral
                       part of the financial statements.
<PAGE>
MAXUS INCOME FUND

STATEMENT OF ASSETS & LIABILITIES
DECEMBER 31, 1996

Assets:
  Investment Securities at Market Value
  (Identified Cost - $33,765,907)                                   $34,352,158
  Cash                                                                  669,312
  Receivables:
    Investment Securities Sold                                          671,247
    Dividends and Interest                                              219,185
                                                                    -----------
      Total Assets                                                  $35,911,902

Liabilities
  Payables:
    Investment Securities Purchased                                     $70,168
    Shareholder Distributions                                            33,835
    Accrued Expenses                                                     79,995
                                                                        -------
      Total Liabilities                                                 183,998

Net Assets                                                          $35,727,904
Net Assets Consist of:
  Capital Paid In                                                    36,382,820
  Undistributed Net Investment Income                                       401
  Accumulated Realized Gain (Loss) on Investments - Net              (1,241,568)
  Unrealized Appreciation in Value
   of Investments Based on Identified Cost - Net                        586,251
                                                                    -----------
Net Assets, for 3,314,206 Shares Outstanding                        $35,727,904
Net Asset Value and Redemption Price
   Per Share ($35,727,904/3,314,206 shares)                              $10.78
Offering Price Per Share                                                 $10.78


STATEMENT OF OPERATIONS
DECEMBER 31, 1996

Investment Income:
   Dividends                                                         $2,317,491
   Interest                                                             744,557
                                                                     ----------
      Total Investment Income                                        $3,062,048

Expenses:
   Registration Expense                                                  16,532
   Trustee Fees (Note 3)                                                  1,500
   Accounting and Pricing                                                45,749
   Custody                                                               15,055
   Distribution Plan Expenses                                           183,112
   Audit                                                                 10,037
   Legal                                                                 22,385
   Management Fees (Note 2)                                             365,045
   Printing & Other Miscellaneous                                        39,205
                                                                        -------
      Total Expenses                                                    698,620

Net Investment Income                                                 2,363,428
Realized and Unrealized Gain (Loss) on Investments
   Realized Gain (Loss) on Investments                                  578,147
   Unrealized Gain (Loss) from Appreciation 
    (Depreciation) on Investments                                       234,686
                                                                       --------
Net Realized and Unrealized Gain (Loss) on Investments                 $812,833

Net Increase (Decrease) in Net Assets from Operations                $3,176,261
                                                                     ===========
                     The accompanying notes are an integral
                       part of the financial statements.
<PAGE>
MAXUS INCOME FUND

STATEMENT OF CHANGES IN NET ASSETS
                                                         01/01/96     01/01/95
                                                            to           to
                                                         12/31/96     12/31/95
From Operations
     Net Investment Income                              $2,363,428   $2,506,927
     Net Realized Gain (Loss) on Investments               578,147     (673,078)
     Net Unrealized Appreciation (Depreciation)            234,686    3,484,108
                                                         ---------    ---------
     Increase (Decrease) in Net Assets from Operations   3,176,261    5,317,957

From Distributions to Shareholders
     Net Investment Income (Loss)                       (2,363,027)  (2,513,294)
     Net Realized Gain (Loss) from Security Transactions         0            0
                                                       -----------   -----------
     Net  Increase (Decrease) from Distributions        (2,363,027)  (2,513,294)

From Capital Share Transactions:
     Proceeds From Sale of 581,063 Shares                6,179,798    8,297,341
     Net Asset  Value of  176,568  shares  issued on
       Reinvestment of Dividends                         1,878,123    2,098,884
     Cost of 990,564 Shares Redeemed                   (10,530,092)  (9,238,866)
                                                       ------------  -----------
                                                        (2,472,171)   1,157,359
Net Increase in Net Assets                              (1,658,937)   3,962,022
Net Assets  at  Beginning   of  Period   (including
    undistributed net investment income of $3,140 
    and $9,507, respectively)                           37,386,841   33,424,819
Net Assets at End of Period (including undist-
    ributed net investment income of $3,541 
    and $3,140, respectively)                          $35,727,904  $37,386,841
                                                       ===========  ===========
                     
                 
FINANCIAL HIGHLIGHTS

Selected data for a share of common stock
outstanding throughout the period:

                               01/01/96  01/01/95  01/01/94  01/01/93  01/01/92
                                  to        to        to        to        to
                               12/31/96  12/31/95  02/31/94  12/31/93  12/31/92*
Net Asset Value -
    Beginning of Period         $10.54    $ 9.73    $10.94    $10.88    $10.98
Net Investment Income             0.70      0.72      0.74      0.68      0.42
Net Gains or Losses on Securities
    (realized and unrealized)     0.24      0.81     (1.22)     0.22     (0.01)
                                  ----      ----     ------     ----     ------
Total from Investment Operations  0.94      1.53     (0.48)     0.90      0.41

Dividends
    (from net investment income) (0.70)    (0.72)    (0.73)    (0.68)    (0.42)
Distributions 
    (from capital gains)          0.00      0.00      0.00     (0.16)    (0.09)
Return of Capital                 0.00      0.00      0.00      0.00      0.00
                                 ------    ------    ------    ------    ------
    Total Distributions          (0.70)    (0.72)    (0.73)    (0.84)    (0.51)

Net Asset Value -
    End of Period               $10.78    $10.54     $9.73    $10.94    $10.88
Total Return                      9.20%    16.15%    (4.39)%    8.74%     7.89%
Ratios/Supplemental Data
Net Assets -
    End of Period (Thousands)    35,728    37,387    33,425    36,147    28,591
Ratio of Expenses to 
    Average Net Assets            1.92%     1.90%     1.81%     1.90%     1.94%
Ratio of Net Income to 
    Average Net Assets            6.50%     7.01%     7.10%     6.06%     7.18%
Portfolio Turnover Rate             78%      121%      138%       88%       91%
     *Weighted Average Used

                     The accompanying notes are an integral
                       part of the financial statements.
<PAGE>
MAXUS INCOME FUND

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

     1.)  Significant Accounting Policies
     The  Fund  is  a  diversified,   open-end  management  investment  company,
     organized  as a Trust under the laws of the State of Ohio by a  Declaration
     of Trust dated  October 31, 1984.  Significant  accounting  policies of the
     Fund are presented below:

     SECURITY VALUATION:
     The Fund intends 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.  The Fund uses 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 the Fund's  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 the Fund's 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  Fund  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 the Fund as
     compensation  for its services to the 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.  The Investment  Advisor agrees to reimburse its
     fee to the Fund in the  amount  by which  the Fund  expenses  exceed  2% of
     average annual net assets.

     3.)  Related Party Transactions
     Resource Management, Inc. has three wholly owned subsidiaries which provide
     services to the Fund.  These  subsidiaries  are Maxus Asset Management Inc,
     Maxus  Securities  Corp,  and Maxus  Information  Systems Inc.  Maxus Asset
     Management was paid $365,045 in investment  advisory fees during the twelve
     months  ended  December  31,  1996.  Maxus  Securities,  who  served as the
     national  distributor  of the Fund's shares,  was  reimbursed  $183,112 for
     distribution  expenses.  Maxus Information Systems, who provides accounting
     and  shareholder  services,  received  fees  totaling  $45,749 for services
     rendered to the Fund for the twelve months ended  December 31, 1996.  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 $217,516 for the
     twelve months ending December 31, 1996.
<PAGE>
MAXUS INCOME FUND

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

     At December  31, 1996,  Maxus  Securities  Corp owned 60,000  shares in the
     Fund.

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

     4.)  Capital Stock and Distribution
     At December 31, 1996 an indefinite  number of shares of capital stock ($.10
     par value) were  authorized,  and paid-in capital  amounted to $36,382,820.
     Transactions in common stock were as follows:

          Shares sold                                                   581,063
          Shares issued to shareholders in reinvestment of dividends    176,568
                                                                        --------
                                                                        757,631
          Shares redeemed                                              (990,564)
                                                                       ---------
          Net Increase (Decrease)                                      (232,933)
          Shares Outstanding:
               Beginning of Period                                    3,547,139
                                                                      ----------
               End of Period                                          3,314,206
                                                                      ==========

     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
     During the twelve  months ended  December 31, 1996,  purchases and sales of
     investment securities other than U.S. Government obligations and short-term
     investments aggregated $31,158,436 and $28,179,368 respectively.  Purchases
     and  sales  of  U.S.  Government   obligations  aggregated  $6,013,437  and
     $11,014,883 respectively.

     6.)  Financial Instruments Disclosure
     There are no reportable  financial  instruments  which have any off-balance
     sheet risk as of December 31, 1996.

     7.)  Security Transactions
     For Federal income tax purposes,  the cost of investments owned at December
     31, 1996 was the same as identified cost.

     At December 31, 1996,  the  composition  of  unrealized  appreciation  (the
     excess of value  over tax cost) and  depreciation  (the  excess of tax cost
     over value) was as follows:

         Appreciation       (Depreciation)       Net Appreciation (Depreciation)
         ------------       --------------       -------------------------------
           818,858             (232,607)                      586,251
<PAGE>
                       INDEPENDENT AUDITOR'S REPORT



To The Shareholders and
Board of Directors:
Maxus Income Fund

We have audited the  accompanying  statement of assets and  liabilities of Maxus
Income Fund, including the schedule of portfolio investments, as of December 31,
1996,  and the related  statement  of  operations  for the year then ended,  the
statement  of changes in net assets for each of the two years in the period then
ended,  and financial  highlights  for each of the five years in the period then
ended.   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 investments and cash held by
the custodian as of December 31, 1996, by correspondence  with the custodian and
brokers.  An audit also included  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 Maxus
Income Fund as of December 31, 1996,  the results of its operations for the year
then  ended,  the  changes  in its net  assets  for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.





McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
January 15, 1997
<PAGE>

                                 THE MAXUS FUNDS
                 28601 Chagrin Boulevard, Cleveland, Ohio 44122
                                 (216) 292-3434

                               INVESTMENT ADVISOR
                           Maxus Asset Management Inc
                             28601 Chagrin Boulevard
                              Cleveland, Ohio 44122

                                BOARD OF TRUSTEES
                                Richard A. Barone
                                 N. Lee Dietrich
                             Sanford A. Fox, D.D.S.
                                Burton D. Morgan
                                Michael A. Rossi
                           Robert A. Schenkelberg, Jr.
                                 F. Carl Walter

                                    OFFICERS
                           Richard A. Barone, Chairman
                        James C. Onorato, Vice-President
                           Robert W. Curtin, Secretary

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

                                 TRANSFER AGENT
                          Maxus Information Systems Inc
                             28601 Chagrin Boulevard
                              Cleveland, Ohio 44122

                                   DISTRIBUTOR
                              Maxus Securities Corp
                             28601 Chagrin Boulevard
                              Cleveland, Ohio 44122

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

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


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