MAXUS INCOME FUND
ARS, 1998-02-26
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THE MAXUS FUNDS



Dear Shareholder:

Against the backdrop of  increasing  corporate  profits and  declining  interest
rates,  1997 marked the third year in a row of superior returns in the financial
markets.  The broad based Russell 3000 index of domestic  equities gained 31.68%
while the Ryan Government Bond Index produced a total return of 9.43%.

With market conditions that favorable, The Maxus Equity Fund was able to advance
28.16% for 1997 in spite of my cautionary  attitude during most of the year. The
relative valuation and asset allocation approach used by Maxus Equity produced a
portfolio  with a  relatively  low  correlation  to market  declines,  while the
overall  value style  uncovered  equities with  superior  returns.  According to
Lipper Analytical Services, The Maxus Equity Fund ranked 12th in 1997 out of 196
mutual funds with similar characteristics.

The Maxus Income Fund,  while receiving fewer accolades  during 1997, had one of
its best years ever relative to other income funds with high  quality,  balanced
portfolios.  For the year  ending  December  31,  1997,  The Maxus  Income  Fund
produced a total return of 11.47%. Because of the hybrid nature of the portfolio
(high quality debt securities are held through conduits such as closed-end funds
and preferred shares), rating services such as Morningstar have the Maxus Income
Fund incorrectly categorized as an equity fund, in spite of the fact that it has
had virtually no recognizable correlation to the equity markets. Moreover, as an
important  part of its  overall  performance,  while the major  advance  in bond
prices came in longer  duration  securities  (those with more risk when interest
rate  rise),  The Maxus  Income  Fund  produced a very low  correlation  to long
duration  bonds  during  periods of rising  interest  rates,  i.e.  bond  market
declines.

The environment was tougher for The Maxus Laureate Fund, managed by Alan Miller,
which allocates its portfolio  among the global equity markets.  For all of 1997
Maxus Laureate  produced a total return of 5.49%, and earned a four star ranking
by Morningstar for the one-year period ending December 31.

We  continued  to maintain  our caution as we entered  1998.  In spite of market
enthusiasm,  it  appears to me that the growth in  corporate  profitability,  at
best,  will  lose  momentum.  Should  profit  margins  come  under  pressure  as
production  costs increase and pricing power  continues to erode,  the financial
markets in 1998 will produce a much tougher environment in which to excel.

But we intend to do just that - offer our clients the best  investment  products
and superior performance. On February 1, The Maxus family of mutual funds became
larger.  On that date, we introduced The Maxus Ohio Heartland  Fund,  managed by
Denis  Amato,  which will focus on  investments  in small to  mid-capitalization
companies  based in Ohio.  Also on February 1, the Maxus  Aggressive  Value Fund
became a reality.  This Fund, which I manage,  will seek out investments in very
small  companies  (under  $200  million  in  market   capitalization)   using  a
disciplined value style.
<PAGE>
As Maxus Fund shareholders,  I want to reiterate our commitment to providing you
with the highest possible level of investor  service.  In doing so, I would like
to  encourage  you to talk  with  your  personal  financial  advisor  or a Maxus
Financial  Advisor about how any one or  combination of our Funds may be able to
help secure your financial future.


Richard A Barone
<PAGE>
MAXUS INCOME FUND
                                                         SCHEDULE OF INVESTMENTS
                                                               DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Shares/Principal Amount                           Cost    Market Value    % of 
                                                                          Assets
- --------------------------------------------------------------------------------

 COMMON STOCK - REAL ESTATE
 15,000  Agree Realty                            309,675     326,250
 15,000  Boykin Lodging                          300,925     396,563
 10,000  Laser Mortgage Management               148,738     145,000
                                                 -------     ------- 
                                                 759,338     867,813       2.25%

 CLOSED END INCOME FUNDS
 50,000  ACM Govt Opportunity                    346,125     406,250
 66,422  American Opportunity Income             371,078     402,683
 33,319  American Strategic Income Port III      347,271     374,839
 70,600  Americas Income Trust                   482,746     569,212
170,000  Blackrock Income Trust                1,082,506   1,200,625
 50,000  Blackrock North American Government     470,022     528,125
250,000  Hyperion 1999 Term Trust              1,716,769   1,734,375
250,000  MFS Govt Mkts                         1,677,744   1,671,875
200,000  Putnam Intermediate Government        1,490,750   1,500,000
                                               ---------   ---------
                                               7,985,011   8,387,984      21.72%

 CLOSED END GLOBAL INCOME FUNDS
 70,000  Dreyfus Strategic Governments           643,325     665,000
 50,000  First Australia Prime Income            380,500     362,500
100,000  First Commonwealth                    1,163,819   1,206,250
 17,100  John Hancock Patriot Global Dividend    213,533     226,575
150,000  Kleinwort Benson Australian Income    1,314,683   1,153,125
 60,000  Oppenheimer World Fund                  480,206     476,250
100,000  Strategic Global Income               1,171,225   1,212,500
100,000  Templeton Global Income                 730,644     750,000
                                               ---------   ---------
                                               6,097,935   6,052,200      15.67%

 PREFERRED SHARES
 10,000  1st Indl Realty 8.75% B                 250,000     258,125
 10,000  American General 8.45% MIPs A           250,000     263,125
 10,000  American Re 8.5% QUIPs                  250,000     259,375
 10,000  Associated Estates Rlty 9.75% A         251,850     263,750
 31,900  Conagra Capitol Ser B Adj Rate          683,392     707,781
 12,000  Crown American Rlty 11.00%              630,446     627,000
 10,000  Developers Diversified Rlty B 9.44%     248,100     260,625
  5,000  Duke Energy 7.20% QUIPs                 125,000     127,500
 11,000  Gabelli Global Multimedia 7.92%         271,785     279,812
 12,000  HL&P 8.125% A                           305,595     309,750
 12,000  NWPS Capital Financing 8.125% A         297,220     310,500
 10,000  Omega Healthcare 9.25% A                252,919     265,000
 20,400  Pacificorp 8.55% QUIDs B                515,799     515,100
 39,700  Public Storage 8.875% G                 997,861   1,027,238
 15,000  RJR Nabisco Holdings 10.00%             382,881     378,750
 10,000  Rouse 9.25% QUIPs                       249,050     261,875
 42,600  Royce Value Trust 8.00%               1,070,981   1,096,950
 15,000  Simon Debartolo 8.75% B                 374,723     395,625
 21,500  Source Capital $2.40                    588,455     626,188
 10,000  Time Warner 8.875%                      261,850     264,375
 10,000  Torchmark 9.18% MIPs                    250,000     263,125
                                               ---------   ---------
                                               8,507,907   8,761,569      22.69%

    The accompanying notes are an integral part of the financial statements.
<PAGE>
 MAXUS INCOME FUND
                                                         SCHEDULE OF INVESTMENTS
                                                               DECEMBER 31, 1997
- --------------------------------------------------------------------------------
Shares/Principal Amount                           Cost    Market Value    % of 
                                                                          Assets
- --------------------------------------------------------------------------------
CONVERTIBLE PREFERRED SHARES
 10,000  Armco $3.625 B                          427,475     467,500
 12,000  Equity Resident Pptys G                 303,470     307,500
 10,000  Excel Realty 8.5%                       250,600     296,875
 37,000  Oasis Residential 9.0% A                942,625     948,125
 13,000  Phoenix Duff & Phelps 6%                317,995     372,125
 10,000  Sea Containers 8%                       448,100     557,500
 18,000  USX 6.75% QUIPs                         847,205     828,000
                                                --------    -------- 
                                               3,537,470   3,777,625       9.78%

 CORPORATE BONDS
455,000  Unisys Senior Notes 10.625%, 10-1-99    455,106     460,237       1.19%

 CONVERTIBLE BONDS
223,000  Inco 7.75%, 3-15-16                     226,132     222,721       0.58%

 U.S. GOVERNMENT SECURITIES
2,000,000 US Treasury 9.0%, 5-15-98            2,018,466   2,024,375
2,000,000 US Treasury 11.75%, 2-15-01          2,310,684   2,345,000
5,000,000 US Treasury 0%, 11-15-12             1,868,765   2,058,250
5,000,000 US Treasury 0%, 11-15-17             1,318,317   1,518,250
                                               ---------   ---------
                                               7,516,232   7,945,875      20.57%

         Star Bank Treasury                    1,815,067   1,815,067       4.70%

         Total Investments                    36,900,198  38,291,091      99.15%

         Other Assets Less Liabilities                       329,047       0.85%

        Net Assets - Equivalent to $11.31 per share on
        3,413,896 shares of capital stock outstanding     38,620,138     100.00%
                                                          ==========

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

                                               STATEMENT OF ASSETS & LIABILITIES
                                                               DECEMBER 31, 1997
Assets:
 Investment Securities at Market Value
   (Identified Cost - $36,900,198)                                  $38,291,091
 Cash                                                                    23,125
 Receivables:
   Investment Securities Sold                                           247,086
   Dividends and Interest                                               318,958
                                                                    ------------
       Total Assets                                                 $38,880,260

Liabilities
 Payables:
   Investment Securities Purchased                                     $136,208
   Shareholder Distributions                                             14,079
   Accrued Expenses                                                     109,835
                                                                    ------------
       Total Liabilities                                                260,122

Net Assets                                                          $38,620,138
Net Assets Consist of:
  Capital Paid In                                                    37,540,498
  Undistributed Net Investment Income                                     2,614
  Accumulated Realized Gain (Loss) on Investments - Net                (313,867)
  Unrealized Appreciation in Value
    of Investments Based on Identified Cost - Net                     1,390,893
                                                                    ------------
Net Assets, for 3,413,896 Shares Outstanding                        $38,620,138
Net Asset Value and Redemption Price
  Per Share ($38,620,138/3,413,896 shares)                               $11.31
Offering Price Per Share                                                 $11.31

                                                         STATEMENT OF OPERATIONS
                                                               DECEMBER 31, 1997
Investment Income:
    Dividends                                                        $2,368,478
    Interest                                                            546,468
                                                                     -----------
         Total Investment Income                                     $2,914,946
Expenses:
    Registration Expense                                                 17,483
    Trustee Fees (Note 3)                                                 1,500
    Accounting and Pricing                                               41,545
    Custody                                                              17,041
    Distribution Plan Expenses                                          181,784
    Audit                                                                14,987
    Legal                                                                 8,000
    Management Fees (Note 2)                                            364,175
    Insurance                                                             6,547
    Printing & Other Miscellaneous                                       44,242
                                                                     -----------
         Total Expenses                                                 697,304
Net Investment Income                                                 2,217,642
    Realized and Unrealized Gain (Loss) on Investments:
    Realized Gain (Loss) on Investments                                 880,505
    Distribution of Realized Capital Gains from other
      Investment Companies                                               47,196
    Unrealized Gain (Loss) from Appreciation 
     (Depreciation) on Investments                                      804,642
                                                                     -----------
Net Realized and Unrealized Gain (Loss) on Investments               $1,732,343

Net Increase (Decrease) in Net Assets from Operations                $3,949,985
                                                                     ===========

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


                                              STATEMENT OF CHANGES IN NET ASSETS

                                                        01/01/97       01/01/96
                                                           to             to
                                                        12/31/97       12/31/96
- --------------------------------------------------------------------------------
From Operations:
     Net Investment Income                             $2,217,642    $2,363,428
     Net Realized Gain (Loss) on Investments              927,701       578,147
     Net Unrealized Appreciation (Depreciation)           804,642       234,686
     Increase (Decrease) in Net Assets from Operations  3,949,985     3,176,261
From Distributions to Shareholders
     Net Investment Income (Loss)                      (2,215,429)   (2,363,027)
     Net Realized Gain (Loss) from 
       Security Transactions                                    0             0
                                                       -----------   -----------
     Net  Increase (Decrease) from Distributions       (2,215,429)   (2,363,027)
From Capital Share Transactions:
     Proceeds From Sale of 799,064 Shares               8,907,950     6,179,798
     Net Asset Value of 151,394 shares issued on 
       Reinvestment of Dividends                        1,680,395     1,878,123
     Cost of 850,768 Shares Redeemed                   (9,430,667)  (10,530,092)
                                                       -----------  ------------
                                                        1,157,678    (2,472,171)
Net Increase in Net Assets                              2,892,234    (1,658,937)
Net Assets at Beginning of Period (including
      undistributed net investment income of $3,541
      and $3,140, respectively) 
Net Assets at End of Period (including                 35,727,904    37,386,841
      undistributed net investment income of $2,614
      and $3,541, respectively)                       $38,620,138   $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
                                            12/31/97    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                         0.67        0.70        0.72        0.74        0.68
Net Gains or Losses on Securities
     (realized and unrealized)                0.53        0.24        0.81       (1.22)       0.22
Total from Investment Operations              1.20        0.94        1.53       (0.48)       0.90
Dividends
     (from net investment income)            (0.67)      (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                     (0.67)      (0.70)      (0.72)      (0.73)      (0.84)
Net Asset Value -
     End of Period                           11.31       10.78       10.54        9.73       10.94
Total Return                                 11.47%       9.20%      16.15%      (4.39)%      8.74%
Ratios/Supplemental Data
Net Assets -
     End of Period (Thousands)              38,620      35,728      37,387      33,425      36,147
Ratio of Expenses to Average Net Assets       1.91%       1.92%       1.90%       1.81%       1.90%
Ratio of Net Income to Average Net Assets     6.08%       6.50%       7.01%       7.10%       6.06%
Portfolio Turnover Rate                         70%         78%        121%        138%         88%
Average commission per share              $0.05317    $0.05238
</TABLE>

               The accompanying notes are an integral part of the
                             financial statements.

<PAGE>
MAXUS INCOME FUND
                                                   NOTES TO FINANCIAL STATEMENTS
                                                               DECEMBER 31, 1997


  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.  The Fund has an  investment  objective of
     obtaining  the highest total  return,  a combination  of income and capital
     appreciation,  consistent with reasonable risk. Under normal circumstances,
     at least 65% of the value of this  Fund's  total  assets  will  consist  of
     income-producing  securities.  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 $364,175 in investment  advisory fees during the twelve
     months  ended  December  31,  1997.  Maxus  Securities,  who  served as the
     national  distributor  of the Fund's shares,  was  reimbursed  $181,784 for
     distribution  expenses.  Maxus Information Systems, who provides accounting
     and  shareholder  services,  received  fees  totaling  $41,545 for services
     rendered to the Fund for the twelve months ended  December 31, 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 $159,476 for the
     twelve months ending December 31, 1997.
<PAGE>
     At December  31, 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 December 31, 1997 an indefinite  number of shares of capital stock ($.10
     par value) were  authorized,  and paid-in capital  amounted to $37,540,498.
     Transactions in common stock were as follows:

Shares sold                                                             799,064
Shares issued to shareholders in reinvestment of dividends              151,394
                                                                        --------
                                                                        950,458
Shares redeemed                                                        (850,768)
                                                                       ---------
Net Increase (Decrease)                                                  99,690
Shares Outstanding:
     Beginning of Period                                              3,314,206
                                                                      ----------
     End of Period                                                    3,413,896
                                                                      ==========

     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, 1997,  purchases and sales of
     investment securities other than U.S. Government obligations and short-term
     investments aggregated $25,379,605 and $29,153,129 respectively.  Purchases
     and  sales  of  U.S.  Government   obligations  aggregated  $7,579,962  and
     $3,996,562 respectively.


  6.)FINANCIAL INSTRUMENTS DISCLOSURE
     There are no reportable  financial  instruments  which have any off-balance
     sheet risk as of December 31, 1997.


  7.)SECURITY TRANSACTIONS
     For Federal income tax purposes,  the cost of investments owned at December
     31, 1997 was the same as identified cost.

     At December 31, 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)
           1,658,340         (267,447)                       1,390,893
<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,
1997,  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, 1997, 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, 1997,  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
January 21, 1998
<PAGE>
                                 THE MAXUS FUNDS
             1301 East Ninth Street, Suite 3600, Cleveland, OH 44114
                                 (216) 687-1000

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

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

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

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

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

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

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

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



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