MAXUS LAUREATE FUND
N-30D, 1999-08-30
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Dear Shareholder:

The Maxus Funds have once again shown exceptional relative performance for the
first six months of 1999.  As usual, the stock market has demonstrated its
ability to confuse investors with conflicting signals and divergent trends.  For
example, while the S&P 500 index turned in a respectable 8.09 %, the Dow Jones
Industrials, with its more cyclical stock weighting, leaped ahead over 16%.
Even more pronounced was the technology heavy NASDAQ 100, which advanced over
23% while the small cap Russell 2000, managed only 5.41% gain. All of this was
occurring at the same time that the Salomon Broad Investment Grade bond index, a
proxy for the bond market, turned in a negative total return of -2.8%.

I believe that making sense of these divergent trends is a key element in
determining if your investment portfolio is headed in the right direction during
the next several years. While you can count on the fact that history rarely
repeats itself, it does offer excellent clues as to where and how investors
should position themselves today.

Those of you who have followed the Maxus investment philosophy already know that
we believe most of the large capitalization growth companies are significantly
overvalued based upon any reasonable prospect for growth in future years.
Overvaluation, however, does not necessarily give you any insight as to the
immediate direction of stock prices. There are much better indicators to follow.

The best indicator hands down is the direction and level of interest rates.
Since the beginning  of the year rates have advanced over 100 basis points to
over 6% on longer term Treasury bonds.  Although stock prices have struggled
with the increase, the general market continues to act well, seemingly to
suggest that interest rates don't count.

While there is no hard and fast rule, bear markets of the past have generally
started only when rates have risen approximately 30% from their lows. In the
current environment, rates would have to exceed 7% before the market would
approach any real trouble. Our estimate, as well as those of most economic
forecasters, is that long rates will not exceed 7% in the near future, despite
any increases in short term rates by the Federal Reserve.  There are two
important things to keep in mind, however.

First, once the direction in interest rates is set in motion, it tends to remain
in motion until there is an economic resolution.  The only problem with this
forecast is the timing is always an unknown. Significant rate increases may take
several years to appear.  The second historically meaningful fact is that any
increase in interest rates tend to negatively impact high price to earnings
stocks more than low price to earnings stocks, i. e. value stocks are more
likely to outperform growth stocks. Without exploring the economic rationale, it
is generally accepted that the absolute level of interest rates relates directly
to the price to earnings multiple of the general market, i.e. the higher
interest rates, the lower the price to earnings ratio.

A price to earnings multiple is less meaningful in analyzing value stocks since
current earnings and the prospects for future earnings are only two components
in the analysis. For growth stocks they are the only components.  With the
increase in interest rates during the first six months of 1998, I believe the
movement toward value stocks has begun and is apt to continue for some time. For
example, The Maxus Equity Fund advanced 19.3% during this period against the
Russell 3000 benchmark which increased 12.7%, while The Maxus Aggressive Value
Funds, which consists exclusively of micro-cap companies, advanced 27.5% against
the small cap Russell 2000 which chalked up 9.28% for the period.

Alan Miller continued his winning ways with a 13.2% increase for the Maxus
Laureate Fund, while the Maxus Income Fund produced a total return of 2.2 % and
scored significantly over the Ryan Labs government bond index which declined -
5.40%.   Even the Maxus Ohio Heartland Fund, which advanced 2.1%, did
considerably better than competing funds with the same narrow focus.

Investors who still care about a company's fundamentals and underlying business
values should consider the Maxus Funds in their investment program. I believe we
are in an excellent position to capitalize on the changing environment already
taking shape in the stock and bond markets.


Sincerely,


Richard Barone
President
<PAGE>

 Maxus Laureate Fund
                                                  Schedule of Investments
                                                  June 30, 1999 (unaudited)
 Shares/Principal Amount                            Market Value   % of Assets
Mutual Funds Equity
 34,423       Acorn Foreign 40                         450,259
 15,595       American Century 20th Century Intl       160,000
 25,628       Artisan International                    478,478
 12,634       Baron Asset                              765,982
 5,217        Baron Growth                             163,921
 22,656       Berger Small Cap Value Fund              505,008
 5,468        Heartland Value Fund                     178,847
 33,145       Icon Asia Region                         325,155
 10,365       Invesco Worldwide Communications         333,041
 6,284        Janus Enterprise                         295,481
 14,921       Janus Overseas Fund                      332,137
 21,709       Lexington Crosby Small Cap Asian         168,459
 17,755       Lexington Worldwide Emerging Mkt Fnd     157,841
 425          Montgomery Emerging Asia Fund              5,179
 31,342       Montgomery Emerging Mkts Fund            320,943
 18,622       Montgomery Global Communications         497,753
 1,211        Mutual Series European                    17,093
 32,087       Oakmark International                    481,947
 17,656       Oakmark International Sm Cap             221,405
 32,938       Oakmark Small Cap                        502,641
 21,268       Potomac Small Cap                        257,977
 26,377       Robertson Stephens Emerg Growth          905,794
 15,752       Robertson Stephens Global Natural        157,520
 55,032       Robertson Stephens Informtion Age      1,278,953
 28,838       Robertson Stephens Microcap Growth       495,718
 34,896       Rydex Basic Materials                    321,396
 36,202       Rydex Biotechnology                      495,964
 15,510       Rydex Nova                               589,370
 14,545       Rydex Otc Fund                           752,995
 61,071       Ssga Emerging Market Fund                638,805
 9,918        Strong Asia Pacific                       91,845
 417          Turner Small Cap Equity Fund              13,785
 49,180       Ultrashort Profund Investor Shares       432,295
 9,342        Van Wagoner Emerg Growth Fund            210,475
 7,179        Van Wagoner Post                         168,712
 52,757       Warburg Pincus Emg Mkts Fund             478,502
 32,580       Warburg Pincus Japan Growth Fund         551,906
 75,744       Warburg Pincus Japan Small Co            977,861
 11,858       Warburg Pincus Small Co Value            160,672
 8,070        Worldwide Hong Kong                      114,193
                                                    15,456,307       95.07%
 Cash Equivalents
 1,505,284    Star Bank Treasury                     1,505,284        9.25%

        Total Investments (Cost - $14,221,547)      16,961,591      104.25%

        Other Assets Less Liabilities                 (691,218)      -4.25%

        Net Assets - Equivalent to $15.04
               per share                            16,270,373      100.00%
        based on 1,081,419 shares of capital
        stock outstanding (Note 4)

*Non-income producing securities.
The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Assets & Liabilities
Maxus Laureate Fund                               June 30, 1999 (unaudited)

                                                             Laureate
                                                             Fund
Assets:
     Investment Securities at Market Value                  16,961,591
      (Identified Costs - $14,221,547)
     Cash                                                        5,460
     Receivables:
       Receivable for investment securities sold               471,890
       Dividends and interest receivable                        10,048
     Unamortized organization costs                                  -
Total Assets                                                17,448,989

Liabilities:
     Payable for investment purchased                        1,120,189
     Payable for shareholder distributions                           -
     Accrued Expenses                                           58,427
Total Liabilities                                            1,178,616
Net Assets                                                  16,270,373

Net Assets Consist Of:
     Capital Paid In                                        13,482,117
     Undistributed Net Investment Income                      (123,544)
     Accumulated Realized Gain (Loss) on Investments - Net     171,756
     Unrealized Appreciation in Value
          of Investments Based on Identified Cost - Net      2,740,044
Net Assets                                                  16,270,373

Net Assets:
     Investors Shares                                       16,260,284
     Institutional Shares                                       10,089
          Total                                             16,270,373

Shares of capital stock
     Investors Shares                                        1,081,419
     Institutional Shares                                          668
          Total                                              1,082,087

Net asset value per share
     Investors Shares                                           $15.04
     Institutional Shares                                       $15.11

The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Operations
Maxus Laureate Fund                                June 30, 1999 (unaudited)

                                                                 Laureate
                                                                 Fund
Investment Income:
Dividend income                                                     $207
Interest income                                                   23,748
Total Income                                                      23,955
Expenses:
Investment advisory fees (Note 2)                                 66,854
Distribution fees (Investor shares)                               33,404
Distribution fees (Institutional shares)                               -
Custodial fees                                                     4,399
Organization costs                                                     -
Transfer agent fees/Accounting and Pricing                        14,358
Legal                                                             12,210
Audit                                                              6,000
Registration and filing fees                                       1,384
Trustee fees                                                       1,800
Printing & Other Miscellaneous                                     7,090
Total Expenses                                                   147,499

Net Investment Income (Loss)                                    (123,544)

Realized and Unrealized Gain (Loss) on Investments:
Realized Gain (Loss) on Investments                              171,756
Distribution of Realized Capital Gains from other
     Investment Companies                                              -
Unrealized Gain (Loss) from Appreciation (Depreciation)
      on Investments                                           1,603,601
Net Realized and Unrealized Gain (Loss) on Investments         1,775,357

Net Increase (Decrease) in Net Assets from Operations         $1,651,813

The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Changes in Net Assets
Maxus Laureate Fund     June 30, 1999 (unaudited)

                                                  Maxus Laureate Fund
                                                       01/01/99      01/01/98
                                                          to            to
                                                       06/30/99      12/31/98
From Operations:
     Net Investment Income                             (123,544)      (52,762)
     Net Realized Gain (Loss) on Investments            171,756       468,275
     Net Unrealized Appreciation (Depreciation)       1,603,601     1,125,684
Increase (Decrease) in Net Assets from Operations     1,651,813     1,541,197

Distributions to investor shareholders:
     Net Investment Income                                    -             -
     Net Realized Gain (Loss) from Security Transactions      -      (417,895)

Distributions to institutional shareholders:
     Net Investment Income                                    -             -
     Net Realized Gain (Loss) from Security Transactions      -          (463)
Change in net assets from distributions                       -      (418,358)

From Capital Share Transactions:
     Proceeds from sale of shares                     8,273,947     4,475,218
     Dividend reinvestment                                    -       409,851
     Cost of shares redeemed                         (1,723,460)   (1,335,080)
Change in net assets from capital transactions        6,550,487     3,549,989
Change in net assets                                  8,202,300     4,672,828

Net Assets:
     Beginning of period                              8,068,073     3,395,245
     End of period                                   16,270,373     8,068,073

Share Transactions:
     Issued                                             597,515       359,682
     Reinvested                                               -        30,779
     Redeemed                                          (122,660)     (110,248)
Net increase (decrease) in shares                       474,855       280,213
Shares outstanding beginning of period                  607,232       327,019
Shares outstanding end of period                      1,082,087       607,232

The accompanying notes are an integral part of the financial statements.
<PAGE>
Financial Highlights
Maxus Laureate Fund                                     Investor Shares
Selected data for a share of capital stock outstanding throughout the period
indicated

                                01/01/99  01/01/98  01/01/97  01/01/96  01/01/95
                                   to        to        to        to        to
                                06/30/99  12/31/98  12/31/97  12/31/96  12/31/95
Net Asset Value -
     Beginning of Period          13.29     10.38     10.82     9.82      9.62
Net Investment Income              0.13     (0.12)     0.52    (0.08)    (0.19)
Net Gains or Losses on Securities
     (realized and unrealized)     1.62      3.76      0.07     2.14      1.57
Total from Investment Operations   1.75      3.64      0.59     2.06      1.38
Distributions
     Net investment income            -         -     (0.52)       -         -
     Capital gains                    -     (0.73)    (0.51)   (1.06)    (1.18)
     Return of capital                -         -         -        -         -
          Total Distributions         -     (0.73)    (1.03)   (1.06)    (1.18)
Net Asset Value -
     End of Period               $15.04    $13.29    $10.38   $10.82     $9.82

Total Return                      13.17%    35.14%     5.49%   21.03%    14.41%

Ratios/Supplemental Data:
Net Assets at end of period
     (thousands)                 16,260     8,059     3,395    3,156     1,510
Ratio of expenses to average
     net assets *                  2.24%     2.63%     2.49%    3.92%     3.85%
Ratio of net income to average
     net assets *                 -1.87%    -1.10%     4.19%   -0.73%    -1.69%
Portfolio turnover rate *          1546%     2078%     1511%    1267%     1377%

                                        Institutional Shares

                                   01/01/99        02/01/98
                                      to              to
                                   06/30/99        12/31/98
Net Asset Value -
     Beginning of Period            13.30            10.38
Net Investment Income                0.19            (0.11)
Net Gains or Losses on Securities
     (realized and unrealized)       1.62             3.76
Total from Investment Operations     1.81             3.65
Distributions
     Net investment income              -                -
     Capital gains                      -            (0.73)
     Return of capital                  -                -
          Total Distributions           -            (0.73)
Net Asset Value -
     End of Period                 $15.11           $13.30

Total Return                        13.61%           35.24%

Ratios/Supplemental Data:
Net Assets at end of period
     (thousands)                       10                9
Ratio of expenses to average
     net assets *                    1.74%            2.13%
Ratio of net income to average
     net assets *                   -1.37%           -0.60%
Portfolio turnover rate *            1546%            2078%

* Annualized

The accompanying notes are an integral part of the financial statements.
<PAGE>
Notes to Financial Statements
                                                             Maxus Laureate Fund
                                                       June 30, 1999 (unaudited)


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
  February 10, 1993.  The Fund has an  investment  objective of achieving a high
  total return,  a combination of capital  appreciation  and income,  consistent
  with reasonable risk. This fund pursues its objective by investing exclusively
  in shares of other open-end registered investment  companies,  commonly called
  mutual funds. Significant accounting policies of the Fund are presented below:

  SECURITY VALUATION
  The Fund intends to invest exclusively in other open-end management investment
  companies  (mutual  funds).  The  investments  in mutual  funds are carried at
  market  value.  The market  quotation  used for mutual  funds is the net asset
  value on the date on which the valuation is made.

  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
  fiscal 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.


3.)   RELATED PARTY TRANSACTIONS
  Resource  Management,  Inc. has three wholly owned  subsidiaries  that 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 $66,854 in investment advisory fees during the fiscal year ended June 30,
  1999. Maxus Securities,  who served as the national  distributor of the Fund's
  shares,  was reimbursed $33,404 for distribution  expenses.  Maxus Information
  Systems,  who provides  accounting  and  shareholder  services,  received fees
  totaling  $14,358 for services  rendered to the Fund for the six months ending
  June  30,  1999.  Maxus  Securities  is  a  registered  broker-dealer.   Maxus
  Securities effected substantially all of the investment portfolio transactions
  for the Fund. The fees  collected by Maxus  Securities  represent  transaction
  charges imposed by the custodian.  Maxus  Securities pays these charges to the
  custodian without a mark-up.
<PAGE>
Notes to Financial Statements
                                                             Maxus Laureate Fund
                                                       June 30, 1999 (unaudited)

  At June 30, 1999, Maxus Securities Corp owned 10,000 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,  1999 an  indefinite  number of shares of capital  stock ($.10 par
  value) were authorized, and paid-in capital amounted to $13,482,117.

  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 ending June 30, 1999
  purchases  and sales of  investment  securities  other  than  U.S.  Government
  obligations and short-term  investments aggregated $92,781,689 and $86,779,517
  respectively.


6.)  FINANCIAL   INSTRUMENTS   DISCLOSURE  There  are  no  reportable  financial
  instruments that have any off-balance
  sheet risk as of June 30, 1999.


7.)  SECURITY  TRANSACTIONS  For  Federal  income  tax  purposes,  the  cost  of
  investments owned at June 30, 1999 was the same as identified cost.

  At June 30, 1999, 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)
   2,789,083         (49,039)          2,740,044

<PAGE>



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