MAXUS INCOME FUND
N-30D, 1997-08-29
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THE MAXUS FUNDS



Dear Shareholder:

For the  first  six  months  of  1997,  each of The  Maxus  Funds  continued  to
demonstrate excellent relative total return performance.  At the same time, both
Alan  Miller  and I have been  keenly  aware  that the most  visible  investment
markets , attracting both capital  appreciation  and income oriented  investors,
appear to be exceeding  most historic  measures of value.  Within the context of
the very positive  global demand for all things  American,  and the  exceptional
productivity of the American economy, we continue to remain cautious.

Why  caution  in the  light  of  the  very  positive  economic  environment  and
exceptional  performance the markets have  demonstrated  for most of the past 15
years? My conclusions are based upon the relative  comparisons  between economic
growth  and  investor  expectations,  and  the  growing  disparity  I see in the
numbers.

The  growth  rate in gross  domestic  product  alone is not the  power  point of
investor  enthusiasm.  The U.S. economy is growing at less than 3% annually and,
based upon the historic  ratio between the annual growth in domestic  product to
the level of stock prices,  the  expectation for the DJIA in 1997 should be more
like 4000 instead of 8000 or 9000. In fact,  forecasters during most of the 20th
century would base their predictions of market  performance on their forecast of
economic growth,  i.e. the higher the growth rate, the higher earnings would apt
to be, and the higher the market should go. For example,  in the late 1980's the
argument for 30 and 40 multiples in the Japanese  stock market  centered  around
the 12% to 15% annual growth in the Japanese  economy,  and the extrapolation of
normalized  earnings to the year 2000. When Japanese growth in domestic  product
declined  as  competition  heated  up in the  rest  of  Asia,  the  market  fell
precipitously,  and today, after nearly 10 years it still remains at only 60% of
an all-time high in 1989.

For the past five years, market forecasters here in the United States have based
their  predictions  primarily on the earnings  growth  resulting from increasing
productivity and increasing profit margins.  Fed Chairman Greenspan has recently
stated what I have been saying all along, i.e. potential growth in GDP is higher
than the consensus forecast because of hidden productivity,  and therefore price
inflation  should  continue to be subdued and  profitability  should continue to
increase. Unlike the topline growth in domestic product,  however,  productivity
gains, in and of themselves, create practical limitations on earnings growth and
extrapolating  past  earnings  growth  could be a very  dangerous  exercise  for
investors.
<PAGE>
The gains in productivity have resulted  primarily through corporate  downsizing
and the  replacement  of  antiquated  machines and workers with high  technology
capital.  To date, neither labor nor the consumer have enjoyed much of the gain,
although price inflation has remained subdued and greater job  opportunities has
resulted in the process.  While  American  workers have been more concerned with
holding  onto their jobs than with wage  negotiations,  sooner or later they are
apt to demand a greater piece of the pie. Likewise, while price inflation at the
consumer level appears almost non-existent across many industries,  the entry of
additional  players into high margin  businesses  and/or the competitive  global
marketplace,  should  continue to put downward  pressure on prices.  Either way,
profit  margins are apt to get squeezed and corporate  profitably may well begin
to  decline.  Finally,   downsizing  almost  by  definition  has  its  practical
limitations,  and the cost benefits of replacing  antiquated  capital  equipment
will begin to diminish over time, i.e. most equipment is depreciated over 5 to 7
years and  replacing  it before it is fully  depreciated  results in  increasing
costs to corporations.

I have argued that much of the  enthusiasm  for stocks in recent  years has been
the result of productivity  increases and its effect of transforming the economy
from its  historic  cycles  (where  corporate  earnings  tend to  fluctuate in a
cyclical  pattern) to a more growth oriented  trendline  (where earnings tend to
rise every year). Growth tends to hold the market at a higher multiple,  and low
interest rates tend to reinforce  that multiple  going  forward.  While this can
explain  why the DJIA  should be at 6000  instead of 4000,  there isn't any good
explanation to explain why it should be at 8000 or 10000.

Moreover, the practical limitations imposed by downsizing and productivity gains
are already  showing up. From 15%  earnings  gain for American  corporations  in
1996, the consensus forecast projects 10% gains in 1997. The best guess for 1998
is 5%. If we ignore this trend toward lower (or perhaps even negative)  earnings
growth, and hold to the rosy scenario that growth will average 10% annually over
the next five years,  corporate earnings will double their current level. In the
light of a low GDP growth,  a fully  employed  economy and the  ultimate  profit
squeeze resulting from past productivity  gains, it is hard to imagine that this
scenario  will  develop  that   smoothly.   But  I  will  make  the   assumption
nevertheless.

Anyone investing in today's market is doing so with a five year horizon.  If the
expectation is for an annual 20% growth in the value of their portfolio, on June
30,  2002,  the average  market  multiple for the S&P 500 will be over 40 times.
Even a 15% annual growth in portfolio  value would be that multiple at 30 times.
This is a far cry from the 14 times  multiple  the stock market has averaged for
almost  all of the  20th  century,  and  places  a great  deal of  faith  in our
economy's ability to regain topline growth,  keep global  competitors out of our
markets  and, to the  exclusion  of both labor and the  consumer,  maintain  the
productivity gains for top executives and shareholders;  then again, blind faith
is the stuff by which bull markets survive.
<PAGE>
The Maxus Funds will continue to look for investments which appear to be of high
quality,  and where the  underlying  cash flow,  earnings  prospects and private
market  evaluations  all suggest that we are buying good value. At this juncture
our goal is to achieve,  on a relative basis, a B+ in upward market spikes, an A
in flat markets, and an A+ if the market should decline.


Richard A Barone
<PAGE>
THE MAXUS INCOME FUND

The Maxus Income Fund has  continued  to produce  superior  returns  compared to
competitive  mutual  funds.  After  returning  over 9% in 1996  (against  the 4%
returns of  comparable  mutual  funds and 2.07% for the Ryan  Index),  the total
return for the first six months of 1997 reached 5.77% compared to the Ryan Index
of Government Bonds which returned 2.26%.

Additionally,  The Maxus Income Fund has  displayed  less tendency to react when
interest rate rise.  Commonly known as its "beta," The Maxus Income Fund appears
to be less  connected  to the bond  market and less likely to drop in price when
bond  prices  are  falling.  Moreover,  in spite of the fact that the  portfolio
contains a variety of "hybrid"  securities  (closed-end funds and convertibles),
the underlying investment quality clearly averages investment grade,  comparable
to a Standard & Poor's "A" rating.

Morningstar,  which I consider  to be an  excellent  service in its  rankings of
mutual funds,  has completely  dropped the ball with The Maxus Income Fund. They
continue to categorize this Fund as an "equity" mutual fund in spite of the fact
that we do not hold a single share of common stock, and have less than 3% in the
beneficial  interest  shares of REIT's.  The logic is that preferred  shares are
equity  interests,  in spite of the fact that  every  business  school  graduate
considers investment grade preferred stock comparable to bonds.

The recent decline in interest  rates,  from the 7% level to below 6 1/2% on the
long term  Treasury,  has  increased  interest in many of the  securities in our
portfolio. From relative undervaluation,  these securities are beginning to show
signs of  overvaluation.  Should rates continue to decline and/or the demand for
these hybrid securities continue to increase,  our portfolio may begin to look a
bit more traditional,  taking on more of the  characteristics  Morningstar would
expect from their "income" categories.


RICHARD A BARONE
<PAGE>
Maxus Income Fund
                                                         Schedule of Investments
                                                       June 30, 1997 (unaudited)
- --------------------------------------------------------------------------------
Shares/Principal Amount                       Cost    Market Value   % of Assets
- --------------------------------------------------------------------------------
COMMON STOCK - REAL ESTATE
   10,000  Agree Realty Corp                206,250     205,000
   15,000  Boykin Lodging                   300,925     359,062
   10,000  Lexington Corporate 
                Properties                  137,500     140,000
                                            -------     -------
                                            644,675     704,062        1.97%

CLOSED END INCOME FUNDS
   50,000  ACM Govt Opportunity             346,125     381,250
  100,000  American Opportunity Income      554,750     600,000
   14,000  American Strategic Income I      152,102     161,000
   50,000  American Strategic Income 
             Portfolio III                  521,125     556,250
   65,200  Americas Income Trust            438,847     537,900
  170,000  Blackrock Income Trust         1,082,506   1,136,875
   50,000  Blackrock North American 
             Government                     470,022     506,250
  200,000  Hyperion 1997 Term 
             Trust Inc                    1,436,138   1,437,500
   50,000  MFS Govt Mkts Income 
             Trust                          324,494     331,250
  150,000  Putnam Intermediate 
             Income Trust                 1,116,500   1,096,875
                                          ---------   ---------
                                          6,442,609   6,745,150       18.84%

CLOSED END GLOBAL INCOME FUNDS
   50,000  Dreyfus Strategic 
             Governments                    458,625     462,500
   80,000  First Commonwealth               921,500     980,000
   29,900  John Hancock Patriot 
             Global Dividend                371,732     377,487
   50,000  Kleinwort Benson Australian      448,913     450,000
  100,000  Strategic Global Income        1,171,225   1,250,000
  100,000  Templeton Global Income          727,025     743,750
                                          ---------   ---------
                                          4,099,020   4,263,737       11.91%
PREFERRED STOCK
   10,000  American General Cap MIPS        250,000     257,500
   10,000  American Re Capital $2.13        250,000     258,125
   10,000  Associated Estates $2.43         251,850     257,500
   25,500  BF Goodrich $2.07                643,018     639,094
   10,000  Beacon Properties Corp A         250,000     251,875
   40,500  Conagra Capitol Adj Rate         869,368     918,844
   10,000  Developers Diversified 
             Rlty $2.37 A                   251,850     260,625
   10,000  Developers Diversified 
             Rlty $2.36 B                   248,100     261,875
   17,000  Equity Residential 
             Prop $2.34                     429,770     438,813
   10,000  First Indl Realty 
             Trust B                        250,000     251,250
   10,000  Gabelli Global  
             Multimedia $1.98               246,850     248,750
   20,000  HL&P Capital Trust I             500,350     496,250
   30,000  McDonalds Corp $2.09 QUIDS       778,363     757,500
   10,000  MidAmerican Energy 
             Financing $1.99                250,000     250,000
   12,000  NWPS Capital  
             Financing $2.03                297,220     299,250
    8,000  Omega Healthcare 
             Invsr $2.31                    200,000     209,000
   20,400  Pacificorp $8.55 QUIDS           515,799     511,275
   50,000  Public Storage $2.22 G         1,250,497   1,278,125
   10,000  RJR Nabisco Hldgs $2.50          254,350     252,500
   10,000  Rouse Cap $2.31 QUIDS            249,050     256,875
   40,000  Royce Value Trust $2.00        1,001,925   1,025,000

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Maxus Income Fund
                                                         Schedule of Investments
                                                       June 30, 1997 (unaudited)
- --------------------------------------------------------------------------------
Shares/Principal Amount                       Cost    Market Value   % of Assets
- --------------------------------------------------------------------------------
   22,000  Simon Debartolo 
             Group $2.19 B                  549,845     569,250
   29,300  Source Capital $2.40             805,426     835,050
   10,000  Southern Co Capital 
             Tr III $1.93                   250,000     242,500
   10,000  Torchmark Pfd M                  250,000     260,000
   32,900  Williams Cos $2.40 QUICS         837,937     830,725
                                            -------     -------
                                         11,931,568  12,117,551       33.85%
CONVERTIBLE PREFERRED
   12,000  Armco Inc $3.625                 513,625     511,500
   15,000  Excel Realty Trust $2.12         375,900     408,750
   20,500  Oasis Residential $2.25          512,372     530,437
   24,700  Phoenix Duff & Phelps $1.50      606,307     676,163
   10,000  Sea Containers $4.00             448,100     502,500
   18,000  Thorngburg Mtg Asset $2.42 A     450,000     479,250
   15,000  USX $3.25                        703,775     716,250
    5,400  WHX $3.75 B                      226,648     209,250
                                            -------     -------
                                          3,836,727   4,034,100       11.27%
CORPORATE BONDS
  455,000  Unisys Senior 
             Notes 10.625%, 10-1-99         455,455     464,812        1.30%

CONVERTIBLE BONDS
  350,000  Consolidated Natural 
             Gas 7.25%, 12-15-15            351,869     378,000
  223,000  Inco 7.75%, 3-15-16              226,735     234,150
  400,000  Royce Value Trust 
             Inc 5.75%, 6-30-04             389,914     410,000
                                            -------     -------
                                            968,518   1,022,150        2.86%

U.S. GOVERNMENT SECURITIES
2,000,000  US Treasury 9%, 5-15-98        1,990,568   1,992,500
2,000,000  US Treasury 5.375%, 5-31-98    2,040,836   2,053,125
                                          ---------   ---------
                                          4,031,404   4,045,625       11.29%

              Total Investments          32,409,976  33,397,187       93.29%

              Other Assets Less                       2,400,402        6.71%
              Liabilities

              Net Assets - Equivalent to             35,797,589      100.00%
              $11.07 per share on 3,233,659          ==========
              shares of capital stock outstanding

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Maxus Income Fund
                                               STATEMENT OF ASSETS & LIABILITIES
                                                       JUNE 30, 1997 (UNAUDITED)
Assets:
  Investment Securities at Market Value
    (Identified Cost - $32,409,976)                                 $33,397,187
  Cash                                                                2,248,296
  Receivables:
    Investment Securities Sold                                          436,489
    Dividends and Interest                                              205,326
                                                                    ------------
        Total Assets                                                 36,287,298
Liabilities
  Payables:
    Investment Securities Purchased                                     368,000
    Shareholder Distributions                                            53,824
    Accrued Expenses                                                     67,885
                                                                    ------------
        Total Liabilities                                               489,709
Net Assets                                                          $35,797,589
Net Assets Consist of:
  Capital Paid In                                                    35,508,832
  Undistributed Net Investment Income                                    46,621
  Accumulated Realized Gain (Loss) on Investments - Net                (745,075)
  Unrealized Appreciation in Value
   of Investments Based on Identified Cost - Net                        987,211
                                                                    ------------
Net Assets, for 3,233,659 Shares Outstanding                        $35,797,589
Net Asset Value and Redemption Price
    Per Share ($35,797,589/3,233,659 shares)                             $11.07
Offering Price Per Share                                                 $11.07

                                                         STATEMENT OF OPERATIONS
                                                       JUNE 30, 1997 (UNAUDITED)
Investment Income:
    Dividends                                                        $1,141,172
    Interest                                                            280,682
                                                                     -----------
       Total Investment Income                                        1,421,854
Expenses:
    Registration Expense                                                 15,507
    Trustee Fees (Note 3)                                                   400
    Accounting and Pricing                                               20,301
    Custody                                                               9,378
    Distribution Plan Expenses                                           86,725
    Audit                                                                10,239
    Legal                                                                 4,882
    Management Fees (Note 2)                                            174,251
    Printing & Other Miscellaneous                                        7,485
                                                                      ----------
      Total Expenses                                                    329,168
Net Investment Income                                                 1,092,686
Realized and Unrealized Gain (Loss) on Investments
    Realized Gain (Loss) on Investments                                 496,493
    Unrealized Gain (Loss) from Appreciation 
      (Depreciation) on Investments                                     400,960
                                                                      ----------
Net Realized and Unrealized Gain (Loss) on Investments                  897,453

Net Increase (Decrease) in Net Assets from Operations                $1,990,139
                                                                     ===========

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Maxus Income Fund
                                              STATEMENT OF CHANGES IN NET ASSETS
                                                       JUNE 30, 1997 (UNAUDITED)

                                                          01/01/97      01/01/96
                                                             to            to
                                                          06/30/97      12/31/96
                                                          --------      --------
From Operations:
     Net Investment Income                             $1,092,686    $2,363,428
     Net Realized Gain (Loss) on Investments              496,493       578,147
     Net Unrealized Appreciation (Depreciation)           400,960       234,686
                                                        ---------     ----------
     Increase (Decrease) in Net Assets 
       from Operations                                  1,990,139     3,176,261
From Distributions to Shareholders:
     Net Investment Income (Loss)                      (1,046,466)   (2,363,027)
     Net Realized Gain (Loss) from 
       Security Transactions                                    0             0
                                                       -----------   -----------
     Net  Increase (Decrease) from Distributions       (1,046,466)   (2,363,027)
From Capital Share Transactions:
     Proceeds From Sale of 250,184 Shares               2,739,335     6,179,798
     Net Asset Value of 71,959 shares issued on           784,322     1,878,123
       Reinvestment of Dividends                                              
     Cost of 402,690 Shares Redeemed                   (4,397,645)  (10,530,092)
                                                       -----------  ------------
                                                         (873,988    (2,472,171)
Net Increase in Net Assets                                 69,685    (1,658,937)
Net Assets at Beginning of Period (including
     undistributed net investment income of $3,541 
     and $3,140, respectively)                         35,727,904    37,386,841
Net Assets at End of Period (including
     undistributed net investment income
     of $46,220 and $3,541, respectively)             $35,797,589   $35,727,904
                                                      ===========   ===========

                                                            FINANCIAL HIGHLIGHTS

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

<TABLE>
<S>                                            <C>         <C>         <C>         <C>         <C>   

                                               01/01/97    01/01/96    01/01/95    01/01/94    01/01/93
                                                  to          to          to          to          to
                                               06/30/97    12/31/96    12/31/95    12/31/94    12/31/93
                                               --------    --------    --------    --------    --------
Net Asset Value -
    Beginning of Period                         $10.78      $10.54       $9.73      $10.94      $10.88
Net Investment Income                             0.34        0.70        0.72        0.74        0.68
Net Gains or Losses on Securities
    (realized and unrealized)                     0.28        0.24        0.81       (1.22)       0.22
                                                  ----        ----        ----       ------       ----
Total from Investment Operations                  0.62        0.94        1.53       (0.48)       0.90
Dividends
    (from net investment income)                 (0.33)      (0.70)      (0.72)      (0.73)      (0.68)
Distributions (from capital gains)                0.00        0.00        0.00        0.00       (0.16)
Return of Capital                                 0.00        0.00        0.00        0.00        0.00
                                                 ------      ------      ------      ------      ------ 
    Total Distributions                          (0.33)      (0.70)      (0.72)      (0.73)      (0.84)
Net Asset Value -
    End of Period                               $11.07      $10.78      $10.54       $9.73      $10.94
Total Return                                      5.77%       9.20%      16.15%      (4.39)%      8.74%
Ratios/Supplemental Data
Net Assets -
    End of Period (Thousands)                   35,798      35,728      37,387      33,425      36,147
Ratio of Expenses to Average Net Assets           1.92%       1.90%       1.81%       1.90%       1.86%*
Ratio of Net Income to Average Net Assets         6.19%*      6.50%       7.01%       7.10%       6.06%
Portfolio Turnover Rate                             79%*        78%        121%        138%         88%

    *Annualized
</TABLE>

    The accompanying notes are an integral part of the financial statements.
<PAGE>
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  $174,251 in  investment  advisory fees during the six
     months ended June 30, 1997.  Maxus  Securities,  who served as the national
     distributor of the Fund's shares,  was reimbursed  $86,725 for distribution
     expenses.   Maxus  Information   Systems,   who  provides   accounting  and
     shareholder services,  received fees totaling $20,301 for services rendered
     to the Fund for the six months ended June 30, 1997.  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 $89,015 for the six months ending June
     30, 1997.
<PAGE>
     At June 30, 1997, 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 June 30, 1997 an indefinite  number of shares of capital stock ($.10 par
     value) were  authorized,  and  paid-in  capital  amounted  to  $35,508,832.
     Transactions in common stock were as follows:


Shares sold                                                             250,184
Shares issued to shareholders in reinvestment of dividends               71,959
                                                                       ---------
                                                                        322,143
Shares redeemed                                                        (402,690)
                                                                       ---------
Net Increase (Decrease)                                                 (80,547)
Shares Outstanding:
    Beginning of Period                                               3,314,206
                                                                      ----------
    End of Period                                                     3,233,659
                                                                      ==========


     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 six  months  ended  June  30,  1997,  purchases  and  sales  of
     investment securities other than U.S. Government obligations and short-term
     investments aggregated $13,902,484 and $15,853,111 respectively.  Purchases
     and  sales  of  U.S.  Government   obligations  aggregated  $2,081,250  and
     $2,000,781 respectively.


6.   FINANCIAL   INSTRUMENTS   DISCLOSURE  
     There are no reportable  financial  instruments  which have any off-balance
     sheet risk as of June 30, 1997.


7.   SECURITY TRANSACTIONS
     For Federal income tax purposes,  the cost of investments owned at June 30,
     1997 was the same as identified cost.

     At June 30, 1997, 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)
     ------------          -------------         -------------------------------
       1,092,039             (104,828)                       987,211
<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
                                  Jerry Murphy
                                Michael A. Rossi
                           Robert A. Schenkelberg, Jr.

                                    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
<PAGE>


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