MAXUS LAUREATE FUND, 485BPOS, 2000-04-28

MAXUS LAUREATE FUND
485BPOS, 2000-04-28

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<PAGE> 1
Registration No. 33-58514
Registration No. 811-07516

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___ [ ]

Post-Effective Amendment No. 8 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 10 [X]
(Check appropriate box or boxes)
- --------------------------------------------------------------------------------

MAXUS LAUREATE FUND
(Exact Name of Registrant as Specified in Charter)

- --------------------------------------------------------------------------------

The Tower at Erieview, 36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
(Address of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code (216) 687-1000

- --------------------------------------------------------------------------------

RICHARD A. BARONE
The Tower at Erieview, 36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
(Name and Address of Agent for Service)

Copy to:

MICHAEL J. MEANEY, ESQ.
McDonald, Hopkins, Burke & Haber Co., L.P.A.
2100 Bank One Center
600 Superior Avenue, E.
Cleveland, Ohio 44114

It is proposed that this filing will become effective (check appropriate box):

[X] immediately upon filing pursuant to paragraph (b) of Rule 485.

[ ] on (date) pursuant to paragraph (b) of Rule 485.

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485.

[ ] on (date) pursuant to paragraph (a) of Rule 485.

<PAGE> 2

MAXUS INCOME FUND
MAXUS EQUITY FUND
MAXUS LAUREATE FUND
MAXUS OHIO HEARTLAND FUND
MAXUS AGGRESSIVE VALUE FUND

INVESTOR SHARES
INSTITUTIONAL SHARES

MAXUS INCOME FUND has an investment objective of obtaining the highest total
return, a combination of income and capital appreciation, consistent with
reasonable risk. The Fund pursues this objective by investing primarily in
income-producing securities.

MAXUS EQUITY FUND has an investment objective of obtaining a total return, a
combination of capital appreciation and income. The Fund pursues this objective
by investing primarily in equity securities.

MAXUS LAUREATE FUND has an investment objective of achieving a high total
return, a combination of capital appreciation and income, consistent with
reasonable risk. This Fund pursues its objective by investing primarily in other
mutual funds which invest on a global basis.

MAXUS OHIO HEARTLAND FUND has an investment objective of obtaining a high total
return (a combination of income and capital appreciation). The Fund pursues this
objective by investing primarily in equity securities of companies headquartered
in the State of Ohio.

MAXUS AGGRESSIVE VALUE FUND has an investment objective of obtaining capital
appreciation. The Fund pursues this objective by investing primarily in equity
securities of companies whose equity securities have a total market value of
between $10,000,000 and $200,000,000.

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
prospectus, and any representation to the contrary is a criminal offense.

PROSPECTUS/April 30, 2000
<PAGE> 3

MAXUS INCOME FUND
RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE AND MAIN INVESTMENT STRATEGIES

The investment objective of Maxus Income Fund is to obtain the highest total
return, a combination of income and capital appreciation, consistent with
reasonable risk. The Fund pursues this objective by investing primarily in
income-producing securities (such as debt securities, preferred stocks and
common and preferred shares of closed-end investment companies (also known as
"closed-end funds") having portfolios consisting primarily of income-producing
securities). Certain of the debt securities and preferred stocks in which the
Fund invests may be convertible into common shares. To a lesser degree, the Fund
will invest directly in common shares bearing high dividends.

Maxus Income Fund will alter the composition of its portfolio as economic
and market trends change. The Adviser will increase its investment in short-term
debt securities during periods when it believes interest rates will rise and
will increase its investment in long-term debt securities when it believes
interest rates will decline. Maxus Income Fund may invest in debt securities of
any maturity.

In selecting corporate debt securities for Maxus Income Fund the Adviser
intends to invest principally in securities rated BBB or better by Standard &
Poor's Corporation rating service, but may invest in securities rated as low as
BB, B, CCC or CC or unrated securities when these investments are believed by
the Adviser to be sound. The Fund will not invest more than 20% of its portfolio
in (i) securities rated BB or lower by Standard & Poor's Corporation and/or (ii)
unrated securities which, in the opinion of the Adviser, are of quality
comparable to those rated BB or lower. Securities rated lower than BBB by
Standard & Poor's, sometimes referred to as "junk bonds," are usually considered
lower-rated securities and have speculative characteristics. Please refer to
Appendix A of this Prospectus for a description of these ratings.

In selecting closed-end funds for Maxus Income Fund, the Adviser will invest
in closed-end funds which, in choosing corporate debt securities in which they
invest, adhere to ratings criteria no less strict than those followed by Maxus
Income Fund in

2
<PAGE> 4

selecting its direct investments in corporate debt securities. Such closed-end
funds may invest in debt securities of United States or foreign issuers.

When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely impact the ability of the Fund to
achieve its investment objective.

MAIN RISKS

Volatility. The value of securities in Maxus Income Fund's portfolio will go
up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.

Debt Securities Risks. The Fund's portfolio will also be exposed to the
following additional risks in connection with its investments in debt securities
and in closed-end funds which invest primarily in debt securities:

- Prices of debt securities rise and fall in response to interest rate
changes for similar securities. Generally, when interest rates rise,
prices of debt securities fall. The net asset value of the Fund may
decrease during periods of rising interest rates.

- An issuer of debt securities may default (fail to repay interest and
principal when due). If an issuer defaults or the risk of such default is
perceived to have increased, the Fund will lose all or part of its
investment. The net asset value of the Fund may fall during periods of
economic downturn when such defaults or risk of defaults increase.

- Securities rated below investment grade, also known as junk bonds,
generally entail greater risks than investment grade securities. For
example, their prices are more volatile, their values are more negatively
impacted by economic downturns, and their trading market may be more
limited.

Closed-End Funds. The closed-end funds in which the Fund invests typically
pay an advisory fee for the management of their portfolios, as well as other
expenses.

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<PAGE> 5

Therefore, the investment by the Fund in closed-end funds often results in a
duplication of advisory fees and other expenses, thereby resulting in a lower
return for the Fund than would be the case in the absence of such duplication.

In addition, since these closed-end funds invest in debt securities, they
are subject to the same risks described above in "Debt Securities Risks".

Also, certain of the closed-end funds in which Maxus Income Fund invests may
invest part or all of their assets in debt securities of foreign issuers. Such
investments involve the following additional risks:

- Because foreign securities ordinarily are denominated in currencies other
than the U.S. dollar, changes in foreign currency exchange rates will
affect the closed-end fund's net asset value, the value of dividends and
interest earned, gains and losses realized on the sale of securities and
net investment income and capital gain, if any, to be distributed to
shareholders by the closed-end fund. If the value of a foreign currency
declines against the U.S. dollar, the value of the closed-end fund's
assets denominated in that currency will decrease. Although these
closed-end funds may enter into "hedging" transactions intended to
minimize the risk of loss due to a decline in the value of the subject
foreign currency, in some cases all or a portion of the closed-end fund's
portfolio remains subject to this risk of loss.

- There are additional risks relating to political, economic, or regulatory
conditions in foreign countries; withholding or other taxes; trading,
settlement, custodial, and other operational risks; and the potentially
less stringent investor protection and disclosure standards of foreign
markets. All of these factors can make foreign investments of such
closed-end funds more volatile and potentially less liquid than U.S.
investments.

BAR CHART AND PERFORMANCE TABLE

The bar chart and table shown below provide an indication of the risks of
investing in Maxus Income Fund by showing changes in the Fund's performance from
year to year over a 10-year period and by showing how the Fund's average annual
returns for one, five, and ten years compare to those of a broad-based
securities

4
<PAGE> 6

market index. How the Fund has performed in the past is not necessarily an
indication of how the Fund will perform in the future.

MAXUS INCOME FUND
INVESTOR SHARES
[GRAPH]

During the 10-year period shown in the bar chart, the highest return for a
quarter was 7.79% (quarter ending March 31, 1991) and the lowest return for a
quarter was -4.56% (quarter ending December 31, 1999).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS PAST PAST PAST
(FOR THE PERIODS ENDING DECEMBER 31, 1999) ONE YEAR 5 YEARS 10 YEARS
- ------------------------------------------ -------- ------- --------
<S> <C> <C> <C>
Maxus Income Fund....................... -5.72% 6.72% 6.53%
Ryan Labs Treasury Index*............... -6.21% 6.86% 6.90%
Lehman Intermediate Corporate Index**... 0.16% 7.77% 7.89%
</TABLE>

- ---------------

* The Ryan Labs Treasury Index is an equal weighted index of all Treasuries
having maturities longer than one year.

** The Lehman Intermediate Corporate Index is an index of investment grade
corporate bonds having at least $100,000,000 principal amount outstanding and
maturities of from one to ten years.

5
<PAGE> 7

MAXUS EQUITY FUND
RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE AND MAIN STRATEGIES

The investment objective of Maxus Equity Fund is to obtain a total return, a
combination of capital appreciation and income. This Fund pursues this objective
by investing primarily in equity securities of both smaller and larger
companies. Under normal circumstances at least 65% of the Fund's total assets
will consist of equity securities. Equity securities consist of common stock and
securities convertible into common stock. The Fund emphasizes a "value" style of
investing. In deciding which securities to buy and which to sell, the Adviser
will give primary consideration to fundamental factors. For example, securities
having relatively low ratios of share price to book value, net asset value,
earnings and cash flow will generally be considered attractive investments.
Additionally, the Adviser will give secondary consideration to insider
transactions and the growth of earnings.

When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality,
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.

MAIN RISKS

Volatility. The value of securities in Maxus Equity Fund's portfolio will go
up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.

Smaller Companies. The prices of equity securities fluctuate based on
changes in a company's activities and financial condition and in overall market
conditions. While Maxus Equity Fund invests in both smaller and larger
companies, the smaller companies in which the Fund invests are especially
sensitive to these factors and therefore may be subject to greater share price
fluctuations than other companies. Also, securities of these smaller companies
are often less liquid, thus possibly limiting

6
<PAGE> 8

the ability of the Fund to dispose of such securities when the Adviser deems it
desirable to do so. As a result of these factors, securities of these smaller
companies may expose shareholders of the Fund to above average risk.

BAR CHART AND PERFORMANCE TABLE

The bar chart and table shown below provide an indication of the risks of
investing in Maxus Equity Fund by showing changes in the Fund's performance from
year to year over the life of the Fund and by showing how the Fund's average
annual returns for one and five year periods and the life of the Fund compare to
those of a broad-based securities market index. How the Fund has performed in
the past is not necessarily an indication of how the Fund will perform in the
future.

MAXUS EQUITY FUND
INVESTOR SHARES
[GRAPH]

During the 10-year period shown in the bar chart, the highest return for a
quarter was 27.03% (quarter ending March 31, 1991) and the lowest return for a
quarter was -21.06% (quarter ending September 30, 1998).

7
<PAGE> 9

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS PAST PAST PAST
(FOR THE PERIODS ENDING DECEMBER 31, 1999) ONE YEAR 5 YEARS 10 YEARS
- ------------------------------------------ -------- ------- --------
<S> <C> <C> <C>
Maxus Equity Fund....................... 12.93% 14.02% 12.80%
Lipper Multicap Value Index*............ 5.94% 17.82% 13.03%
Value Line Arithmetic Index**........... 10.56% 17.78% 13.46%
</TABLE>

- ---------------

* The Lipper Multicap Value Index is an equal weighted index of mutual funds
that invest in undervalued securities within multiple capitalization ranges.

** The Value Line Arithmetic Index is an equal weighted index of the more than
1,700 stocks followed by Value Line Publishing, Inc.

MAXUS LAUREATE FUND
RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE AND MAIN INVESTMENT STRATEGY

The investment objective at Maxus Laureate Fund is to achieve a high total
return, a combination of capital appreciation and income, consistent with
reasonable risk. The Fund pursues this objective by investing primarily in other
mutual funds which invest on a global basis. The Fund will structure its
portfolio of mutual funds by (1) identifying certain global investment themes
(for example, global telecommunication or emerging markets) which are expected
to provide a favorable return over the next six to twelve months and (ii)
selecting one or more mutual funds with management styles (for example, value
vs. growth or large cap vs. small cap) or investment concentrations which
represent each theme. As market conditions change, the Fund will exit those
investment themes which appear to have run their course and replace them with
more attractive opportunities. The Fund also will look for opportunities caused
by market-moving events (such as political events, currency devaluations and
natural disasters) that cause a disequilibrium between securities prices and
their underlying intrinsic values.

The Fund may also seek to achieve its objective by investing in mutual funds
whose investment objectives are to provide investment results which either (i)
generally correspond to the performance of a recognized stock price index
("index funds"), (ii) generally correspond to a specified multiple of (for
example, two times) the performance of a recognized stock price index
("leveraged index funds"),

8
<PAGE> 10

(iii) generally correspond to the inverse (opposite) of the performance of a
recognized stock price index ("bear funds") or (iv) generally correspond to a
specified multiple of the inverse (opposite) of the performance of a recognized
stock price index ("leveraged bear funds").

The Fund may invest in index funds and/or leveraged index funds when the
Adviser believes that equity prices in general are likely to rise in the near
term. Investments in index funds and leveraged index funds are designed to allow
the Fund to seek to profit from anticipated increases in the indexes to which
such funds generally are correlated. The Fund may invest in bear funds and/or
leveraged bear funds when the Adviser believes that equity prices in general are
likely to decline in the near term. Investments in bear funds and leveraged bear
funds are designed to allow the Fund to seek to profit from anticipated
decreases in the indexes to which such funds generally are inversely correlated.

When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.

Because the Fund reallocates fund investments across potentially numerous
asset subclasses as evolving economic and financial conditions warrant, the
portfolio turnover rate of the Fund is much higher than that of most other funds
with similar objectives. Although the Fund invests exclusively in underlying
funds that do not charge front-end or deferred sales loads, a sub-custodian of
the Fund does impose a small transaction charge for each purchase or sale of
underlying fund shares. The higher the portfolio turnover rate, the greater will
be the custodial transaction charges borne by the Fund. Also, a high rate of
portfolio turnover will result in high amounts of realized investment gain
subject to the payment of taxes by shareholders. Any realized net short-term
investment gain will be taxed to shareholders as ordinary income. See
"Dividends, Distributions and Taxes" below.

9
<PAGE> 11

MAIN RISKS

Volatility. The value of securities in Maxus Laureate Fund's portfolio will
go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.

Foreign Exposure. Many of the underlying funds in which this Fund invests
have substantial investments in foreign markets. Foreign securities, foreign
currencies, and securities issued by U.S. entities with substantial foreign
operations can involve additional risks relating to political, economic or
regulatory conditions in foreign countries. These risks include fluctuations in
foreign currencies; withholding or other taxes; trading, settlement, custodial
and other operational risks; and the less stringent investor protection and
disclosure standards of some foreign markets. All of these factors can make
foreign investments, especially those in emerging markets, more volatile and
potentially less liquid than U.S. investments. In addition, foreign markets can
perform differently than the U.S. market. If these factors cause the net asset
values of the underlying funds to decline, the Fund's share price will decline.

Index and Leveraged Index Funds. The Fund may invest in "index funds" or
"leveraged index funds." If equity prices generally decline while the Fund is
invested in an index fund or funds, the Fund could experience substantial
losses. Such losses would be magnified to the extent the Fund is invested in a
leveraged index fund or funds.

Bear and Leveraged Bear Funds. The Fund may also invest in "bear funds" or
"leveraged bear funds." If equity prices generally rise while the Fund is
invested in a bear fund or funds, the Fund could experience substantial losses.
Such losses would be magnified to the extent the Fund is invested in a leveraged
bear fund or funds.

Duplication of Expenses. An investor in the Fund will bear not only his
proportionate share of the expenses of the Fund but also indirectly similar
expenses of the underlying mutual funds in which the Fund invests. These
expenses consist of advisory fees, expenses related to the distribution of
shares, brokerage commissions, accounting, pricing and custody expenses,
printing, legal and audit expenses and other miscellaneous expenses.

10
<PAGE> 12

Industry Concentration. Through its investment in underlying funds, the Fund
indirectly may invest more than 25% of its assets in one industry. Such indirect
concentration of the Fund's assets may subject the shares of the Fund to greater
fluctuation in value than would be the case in the absence of such
concentration.

BAR CHART AND PERFORMANCE TABLE

The bar chart and table shown below provide an indication of the risks of
investing in Maxus Laureate Fund by showing changes in the Fund's performance
from year to year over the life of the Fund and by showing how the Fund's
average annual returns for one and five year periods and the life of the Fund
compare to those of a broad-based securities market index. How the Fund has
performed in the past is not necessarily an indication of how the Fund will
perform in the future.

MAXUS LAUREATE FUND
INVESTOR SHARES
[GRAPH]

During the 6-year period shown in the bar chart, the highest return for a
quarter was 27.10% (quarter ending December 31, 1999) and the lowest return for
a quarter was -7.60% (quarter ending December 31, 1997).

11
<PAGE> 13

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS PAST PAST SINCE
(FOR THE PERIODS ENDING DECEMBER 31, 1999) ONE YEAR 5 YEARS INCEPTION
- ------------------------------------------ -------- ------- ---------
<S> <C> <C> <C>
Maxus Laureate Fund..................... 50.58% 25.36% 18.61%
Morgan Stanley Capital
International World Index*............ 24.94% 19.76% 16.65%
</TABLE>

- ---------------

* The Morgan Stanley Capital International World Index is a total return market
capitalization weighted index of the equity markets of 23 developed countries.

12
<PAGE> 14

MAXUS OHIO HEARTLAND FUND
RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE AND MAIN INVESTMENT STRATEGIES

The investment objective of Maxus Ohio Heartland Fund is to obtain a high
total return (a combination of income and capital appreciation). The Fund
pursues this objective primarily by investing in equity securities of companies
headquartered in the State of Ohio. Under normal circumstances the Fund will
invest at least 65% of its total assets in such securities. Equity securities
consist of common stock and securities convertible into common stock. In
selecting such companies, the Fund emphasizes a "value" style of investing. In
deciding which securities to buy and which to sell, the Adviser will give
primary consideration to fundamental factors. For example, securities having
relatively low ratios of share price to book value, net asset value, earnings
and cash flow will generally be considered attractive investments.

While investments may be made in all types and sizes of companies
headquartered in Ohio, the primary focus of this Fund will be to invest in
companies having annual revenues or a market capitalization of less than $5
billion, many of which may be traded in the over-the-counter market. However,
the Fund will generally not invest in companies having annual revenues less than
$25,000,000.

When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.

MAIN RISKS

Volatility. The value of securities in Maxus Ohio Heartland Fund's portfolio
will go up and down. The Fund's portfolio will reflect changes in the prices of
individual portfolio securities or general changes in securities valuations.
Consequently, the Fund's share price may decline and you could lose money.

Geographic Concentration. Since this Fund concentrates its investments in
the State of Ohio, its assets may be at greater risk because of economic,
political or

13
<PAGE> 15

regulatory risk which may become associated with the State. For example, if
adverse tax laws uniquely affecting Ohio-based companies were passed, such a
development could have an adverse effect upon this Fund. This Fund also is
subject to the additional risk that at certain times only a limited number of
securities meeting the Fund's investment criteria may be available.

Smaller Companies. The prices of equity securities fluctuate based on
changes in a company's activities and financial condition and in overall market
and financial conditions. While Maxus Ohio Heartland Fund invests in both
smaller and larger companies, the smaller companies in which the Fund invests
are especially sensitive to these factors and therefore may be subject to
greater share price fluctuations than other companies. Also, securities of these
smaller companies are often less liquid, thus possibly limiting the ability of
the Fund to dispose of such securities when the Adviser deems it desirable to do
so. As a result of these factors, securities of these smaller companies may
expose shareholders of the Fund to above average risk.

BAR CHART AND PERFORMANCE TABLE

The bar chart and table shown below provide an indication of the risks of
investing in Maxus Ohio Heartland Fund by showing changes in the Fund's
performance over the life of the Fund and by showing how the Fund's average
annual returns for the life of the Fund compare to those of a broad-based
securities market index. How the Fund has performed in the past is not
necessarily an indication of how the Fund will perform in the future.

14
<PAGE> 16

MAXUS OHIO HEARTLAND FUND
INVESTOR SHARES
[GRAPH]

During the one year period shown in the bar chart, the highest return for a
quarter was 15.69% (quarter ending June 30, 1999) and the lowest return for a
quarter was -12.12% (quarter ending September 30, 1999).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS PAST
(FOR THE PERIODS ENDING DECEMBER 31, 1999) ONE YEAR
------------------------------------------ --------
<S> <C>
Maxus Ohio Heartland Fund.............................. -11.03%
Russell 2000 Index*.................................... 20.89%
</TABLE>

- ---------------

* The Russell 2000 Index is a market capitalization weighted index which
measures the performance of the 2000 smallest companies in the Russell 3000
Index.

MAXUS AGGRESSIVE VALUE FUND
RISK/RETURN SUMMARY

INVESTMENT OBJECTIVE AND MAIN INVESTMENT STRATEGIES

The investment objectives of Maxus Aggressive Value Fund is to obtain
capital appreciation. The Fund pursues this objective by investing primarily in
equity securities of companies whose equity securities have a total market value
of between

15
<PAGE> 17

$10,000,000 and $200,000,000. Equity securities consist of common stock and
securities convertible into common stock. The Fund emphasizes a "value" style of
investing. In deciding which securities to buy and which to sell, the Adviser
will give primary consideration to fundamental factors. For example, securities
having relatively low ratios of share price to book value, net asset value,
earnings and cash flow will generally be considered attractive investments.
Additionally, the Adviser will give secondary consideration to insider
transactions and the growth of earnings.

As a result of its focus on smaller companies and its intent to take
short-term positions in certain equity securities, this Fund may be considered
to be more "aggressive" than other mutual funds having a "value" style of
investing.

When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.

MAIN RISKS

Volatility. The value of securities in Maxus Aggressive Value Fund's
portfolio will go up and down. The Fund's portfolio will reflect changes in the
prices of individual portfolio securities or general changes in securities
valuations. Consequently, the Fund's share price may decline and you could lose
money.

Smaller Companies. The prices of equity securities fluctuate based on
changes in a company's activities and financial condition and in overall market
and financial conditions. The smaller companies in which the Fund invests are
especially sensitive to these factors and therefore may be subject to greater
share price fluctuations than other companies. Also, securities of these smaller
companies are often less liquid, thus possibly limiting the ability of the Fund
to dispose of such securities when the Adviser deems it desirable to do so. As a
result of these factors, securities of these smaller companies may expose
shareholders of the Fund to above average risk.

16
<PAGE> 18

BAR CHART AND PERFORMANCE TABLE

The bar chart and table shown below provide an indication of the risks of
investing in Maxus Laureate Fund by showing changes in the Fund's performance
over the life of the Fund and by showing how the Fund's average annual returns
for the life of the Fund compare to those of a broad-based securities market
index. How the Fund has performed in the past is not necessarily an indication
of how the Fund will perform in the future.

MAXUS AGGRESSIVE VALUE FUND
INVESTOR SHARES
[GRAPH]

During the one year period shown in the bar chart, the highest return for a
quarter was 21.19% (quarter ending June 30, 1999) and the lowest return for a
quarter was -8.82% (quarter ending September 30, 1999).

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS PAST
(FOR THE PERIODS ENDING DECEMBER 31, 1999) ONE YEAR
------------------------------------------ --------
<S> <C>
Maxus Aggressive Value Fund............................. 21.19%
Lipper Small Cap Value Index*........................... 1.32%
</TABLE>

- ---------------

* The Lipper Small Cap Value Index is an equal weighted index of mutual funds
that invest 75% or more of their assets in companies with a market
capitalization less than 250% of the S&P Small Cap 600 Index median
capitalization.

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<PAGE> 19

FEES AND EXPENSES OF THE FUNDS

This table describes the fees and expenses that you may pay if you buy and
hold shares of a Fund.

Annual Fund Operating Expenses (expenses that are deducted from Fund).
<TABLE>
<CAPTION>
MAXUS MAXUS OHIO
MAXUS INCOME FUND MAXUS EQUITY FUND LAUREATE FUND* HEARTLAND FUND
------------------------ ------------------------ ------------------------ ------------------------
INVESTOR INSTITUTIONAL INVESTOR INSTITUTIONAL INVESTOR INSTITUTIONAL INVESTOR INSTITUTIONAL
CLASS CLASS CLASS CLASS CLASS CLASS CLASS CLASS
-------- ------------- -------- ------------- -------- ------------- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Management Fees......... 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
Distribution and/or
Service (12b-1)
Fees.................. 0.50% 0.00% 0.50% 0.00% 0.50% 0.00% 0.50% 0.00%
Other Expenses.......... 0.41% 0.41% 0.33% 0.33% 0.42% 0.42% 1.38% 1.38%
Total Annual Fund
Operating Expenses.... 1.91% 1.41% 1.83% 1.33% 1.92% 1.42% 2.88% 2.38%

<CAPTION>
MAXUS AGGRESSIVE
VALUE FUND
------------------------
INVESTOR INSTITUTIONAL
CLASS CLASS
-------- -------------
<S> <C> <C>
Management Fees......... 1.00% 1.00%
Distribution and/or
Service (12b-1)
Fees.................. 0.50% 0.00%
Other Expenses.......... 0.60% 0.60%
Total Annual Fund
Operating Expenses.... 2.10% 1.60%
</TABLE>

* Expenses shown do not include expenses of the underlying funds in which Maxus
Laureate Fund invests.

18
<PAGE> 20

A shareholder who requests that the proceeds of a redemption be sent by wire
transfer will be charged for the cost of such wire, which is $20.00 as of the
date of this Prospectus (subject to change without notice).

EXAMPLES: THESE EXAMPLES ARE INTENDED TO HELP YOU COMPARE THE COST OF
INVESTING IN THE FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS.

THE EXAMPLES ASSUME THAT YOU INVEST $10,000 IN THE FUND FOR THE TIME PERIODS
INDICATED AND THEN REDEEM ALL OF YOUR SHARES AT THE END OF THOSE PERIODS. THE
EXAMPLES ALSO ASSUME THAT YOUR INVESTMENT HAS A 5% RETURN EACH YEAR AND THAT THE
FUND'S OPERATING EXPENSES REMAIN THE SAME. ALTHOUGH YOUR ACTUAL COSTS MAY BE
HIGHER OR LOWER, BASED ON THESE ASSUMPTIONS YOUR COSTS WOULD BE:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Investor Shares
Maxus Income Fund..................... $194 $600 $1,032 $2,233
Maxus Equity Fund..................... $186 $576 $ 990 $2,148
Maxus Laureate Fund................... $195 $603 $1,037 $2,243
Maxus Ohio Heartland Fund............. $291 $892 $1,518 $3,204
Maxus Aggressive Value Fund........... $213 $658 $1,129 $2,431
Institutional Shares
Maxus Income Fund..................... $144 $446 $ 771 $1,691
Maxus Equity Fund..................... $135 $421 $ 729 $1,601
Maxus Laureate Fund................... $145 $449 $ 776 $1,702
Maxus Ohio Heartland Fund............. $241 $742 $1,270 $2,716
Maxus Aggressive Value Fund........... $163 $505 $ 871 $1,900
</TABLE>

HOW TO PURCHASE SHARES

By this Prospectus, each Fund is offering Investor Shares and Institutional
Shares. Investor Shares and Institutional Shares are identical, except as to
minimum investment requirements and the services offered to and expenses borne
by each class.

INVESTOR SHARES

Investor Shares may be purchased by any investor without a sales charge. A
minimum initial investment of $1,000 is required to open an Investor Shares
account with subsequent minimum investments of $100. Investment minimums may be
waived at the discretion of each Fund.

19
<PAGE> 21

INSTITUTIONAL SHARES

Institutional Shares may be purchased without a sales charge by (1)
financial institutions, such as banks, trust companies, thrift institutions,
mutual funds or other financial institutions, acting on their own behalf or on
behalf of their qualified fiduciary accounts, employee benefit or retirement
plan accounts or other qualified accounts, (2) securities brokers or dealers
acting on their own behalf or on behalf of their clients, (3) directors or
employees of the Funds or of the Adviser or its affiliated companies or by the
relatives of those individuals or the trustees of benefit plans covering those
individuals. These requirements for the purchase of Institutional Shares may be
waived in the sole discretion of the Funds.

A minimum initial investment of $1,000,000 is required to open an
Institutional Shares account with subsequent minimum investments of $10,000.
Investment minimums may be waived at the discretion of each Fund.

SHAREHOLDERS' ACCOUNTS

When a shareholder invests in a Fund, Mutual Shareholder Services ("Mutual
Shareholder Services"), the Transfer Agent for each Fund, will establish an open
account to which all full and fractional shares (to three decimal places) will
be credited, together with any dividends and capital gains distributions, which
are paid in additional shares unless the shareholder otherwise instructs the
Transfer Agent. Stock certificates will be issued for full shares only when
requested in writing. Each shareholder is notified of the status of his account
following each purchase or sale transaction.

INITIAL PURCHASE

The initial purchase may be made by check or by wire in the following manner:

BY CHECK. The Account Application which accompanies this Prospectus should be
completed, signed, and, along with a check for the initial investment payable to
Maxus Income Fund, Maxus Equity Fund, Maxus Laureate Fund, Maxus Ohio Heartland
Fund or Maxus Aggressive Value Fund, mailed to: Mutual Shareholder Services, The
Tower at Erieview, Suite 1005, 1301 East Ninth Street, Cleveland, Ohio 44114.

20
<PAGE> 22

BY WIRE. In order to expedite the investment of funds, investors may advise
their bank or broker to transmit funds via Federal Reserve Wire System to:
Firstar, N.A. Cinti/Trust, ABA #0420-0001-3, F/F/C Account No. 19-6201 Maxus
Mutual Funds DDA 483617213 (Firstar Trust). Also provide the shareholder's name
and account number. In order to obtain this needed account number and receive
additional instructions, the investor may contact, prior to wiring funds, Mutual
Shareholder Services, at (216) 736-3500. The investor's bank may charge a fee
for the wire transfer of funds.

SUBSEQUENT PURCHASES

Investors may make additional purchases in the following manner:

BY CHECK. Checks made payable to Maxus Income Fund, Maxus Equity Fund, Maxus
Laureate Fund, Maxus Ohio Heartland Fund or Maxus Aggressive Value Fund should
be sent, along with the stub from a previous purchase or sale confirmation, to
Mutual Shareholder Services, The Tower at Erieview, Suite 1005, 1301 East Ninth
Street, Cleveland, OH 44114.

BY WIRE. Funds may be wired by following the previously discussed wire
instructions for an initial purchase.

BY TELEPHONE. Investors may purchase shares up to an amount equal to 3 times the
market value of shares held in the shareholder's account in a Fund on the
preceding day for which payment has been received, by telephoning Mutual
Shareholder Services, at (216) 736-3500 and identifying their account by number.
Shareholders wishing to avail themselves of this privilege must complete a
Telephone Purchase Authorization Form which is available from the Fund. A
confirmation will be mailed and payment must be received within 3 business days
of date of purchase. If payment is not received within 3 business days the Fund
reserves the right to redeem the shares purchased by telephone, and if such
redemption results in a loss to the Fund, redeem sufficient additional shares
from the shareholder's account to reimburse the Fund for the loss. Payment may
be made by check or by wire. The Adviser has agreed to hold the Fund harmless
from net losses resulting from this service to the extent, if any, not
reimbursed from the shareholder's account. This telephone purchase option may be
discontinued without notice.

21
<PAGE> 23

SYSTEMATIC INVESTMENT PLAN

The Systematic Investment Plan permits investors to purchase shares of any
Fund at monthly intervals. Provided the investor's bank or other financial
institution allows automatic withdrawals, shares may be purchased by
transferring funds from the account designated by the investor. At the
investor's option, the account designated will be debited in the specified
amount, and shares will be purchased once a month, on or about the 15th day.
Only an account maintained at a domestic financial institution which is an
Automated Clearing House member may be so designated. Investors desiring to
participate in the Systematic Investment Plan should call Mutual Shareholder
Services at (216) 736-3500 to obtain the appropriate forms. The Systematic
Investment Plan does not assure a profit and does not protect against loss in
declining markets.

PRICE OF SHARES

The price paid for shares of a certain class of a Fund is the net asset
value per share of such class of such Fund next determined after receipt by the
Transfer Agent of your investment in proper form, except that the price for
shares purchased by telephone is the net asset value per share next determined
after receipt of telephone instructions. Net asset value per share is computed
for each class of each Fund as of the close of business (currently 4:00 P.M.,
New York time) each day the New York Stock Exchange is open for trading and on
each other day during which there is a sufficient degree of trading in such
Fund's investments to affect materially net asset value of its redeemable
securities.

The assets of the Funds (except Maxus Laureate Fund) are valued primarily on
the basis of market quotations. The assets of Maxus Laureate Fund are valued
primarily on the basis of the reported net asset values of the underlying mutual
funds in which this Fund invests.

OTHER INFORMATION CONCERNING PURCHASE OF SHARES

Each Fund reserves the right to reject any order, to cancel any order due to
non-payment and to waive or lower the investment minimums with respect to any
person or class of persons. If an order is canceled because of non-payment or
because your

22
<PAGE> 24

check does not clear, you will be responsible for any loss that the Fund incurs.
If you are already a shareholder, the Fund can redeem shares from your account
to reimburse it for any loss. The Adviser has agreed to hold each Fund harmless
from net losses to that Fund resulting from the failure of a check to clear to
the extent, if any, not recovered from the investor. For purchases of $50,000 or
more, each Fund may, in its discretion, require payment by wire or cashier's or
certified check.

HOW TO REDEEM SHARES

All shares of each class of each Fund offered for redemption will be
redeemed at the net asset value per share of such class of that Fund next
determined after receipt of the redemption request, if in good order, by the
Transfer Agent. See "Price of Shares." Because the net asset value of each
Fund's shares will fluctuate as a result of changes in the market value of
securities owned, the amount a stockholder receives upon redemption may be more
or less than the amount paid for the shares. Redemption proceeds will be mailed
to the shareholder's registered address of record or, if $5,000 or more, may be
transmitted by wire, upon request, to the shareholder's pre-designated account
at a domestic bank. The shareholder will be charged for the cost of such wire.
If shares have been purchased by check and are being redeemed, redemption
proceeds will be paid only after the check used to make the purchase has cleared
(usually within 15 days after payment by check). This delay can be avoided if,
at the time of purchase, the shareholder provides payment by certified or
cashier's check or by wire transfer.

REDEMPTION BY MAIL

Shares may be redeemed by mail by writing directly to the Funds' Transfer
Agent, Mutual Shareholder Services, The Tower at Erieview, Suite 1005, 1301 East
Ninth Street, Cleveland, Ohio 44114. The redemption request must be signed
exactly as the shareholder's name appears on the registration form, with the
signature guaranteed, and must include the account number. If shares are owned
by more than one person, the redemption request must be signed by all owners
exactly as the names appear on the registration.

23
<PAGE> 25

If a shareholder is in possession of the stock certificate, these
certificates must accompany the redemption request and must be endorsed as
registered with a signature guarantee. Additional documents may be required for
registered certificates owned by corporations, executors, administrators,
trustees or guardians. A request for redemption will not be processed until all
of the necessary documents have been received in proper form by the Transfer
Agent. A shareholder in doubt as to what documents are required should contact
Mutual Shareholder Services at (216) 736-3500.

You should be able to obtain a signature guarantee from a bank,
broker-dealer, credit union (if authorized under state law), securities exchange
or association, clearing agency or savings association. A notary public is not
an acceptable guarantor. A Fund may in its discretion waive the signature
guarantee in certain instances.

REDEMPTION BY TELEPHONE

Shares may be redeemed by telephone by calling Mutual Shareholder Services
at (216) 736-3500 between 9:00 A.M. and 4:00 P.M. eastern time on any day the
New York Stock Exchange is open for trading. An election to redeem by telephone
must be made on the initial application form or on other forms prescribed by the
Fund which may be obtained by calling the Funds at (216) 687-1000. This form
contains a space for the shareholder to supply his own four digit identification
number which must be given upon request for redemption. A Fund will not be
liable for following instructions communicated by telephone that the Fund
reasonably believes to be genuine. If a Fund fails to employ reasonable
procedures to confirm that instructions communicated by telephone are genuine,
the Fund may be liable for any losses due to unauthorized or fraudulent
instructions. Any changes or exceptions to the original election must be made in
writing with signature guaranteed, and will be effective upon receipt by the
Transfer Agent. The Transfer Agent and each Fund reserve the right to refuse any
telephone instructions and may discontinue the aforementioned redemption option
without notice. The minimum telephone redemption is $1,000.

24
<PAGE> 26

OTHER INFORMATION CONCERNING REDEMPTION

A shareholder who requests that the proceeds of a redemption be sent by wire
transfer will be charged for the cost of such wire, which is $10.00 as of the
date of this Prospectus (subject to change without notice).

Each Fund reserves the right to take up to seven days to make payment if, in
the judgment of the Fund's Investment Adviser, such Fund could be affected
adversely by immediate payment. In addition, the right of redemption for a Fund
may be suspended or the date of payment postponed (a) for any period during
which the NYSE is closed (other than for customary week-end and holiday
closings), (b) when trading in the markets that the Fund normally utilizes is
restricted, or when an emergency, as defined by the rules and regulations of the
SEC, exists, making disposal of that Fund's investments or determination of its
net asset value not reasonably practicable, or (c) for any other periods as the
SEC by order may permit for protection of that Fund's shareholders.

Due to the high cost of maintaining accounts, each Fund has the right to
redeem, upon not less than 30 days written notice, all of the shares of any
shareholder if, through redemptions, the shareholder's account has a net asset
value of less than $1,000 in the case of Investor Shares or $1,000,000 in the
case of Institutional Shares. A shareholder will be given at least 30 days
written notice prior to any involuntary redemption and during such period will
be allowed to purchase additional shares to bring his account up to the
applicable minimum before the redemption is processed.

SYSTEMATIC WITHDRAWAL PLAN

Shareholders who own shares of a Fund valued at $15,000 or more may elect to
receive a monthly or quarterly check in a stated amount (minimum check amount is
$100 per month or quarter). Shares will be redeemed at net asset value as may be
necessary to meet the withdrawal payments. If withdrawal payments exceed
reinvested dividends and distributions, the investor's shares will be reduced
and eventually depleted. A withdrawal plan may be terminated at any time by the
shareholder or the applicable Fund. Costs associated with a withdrawal plan are
borne by the

25
<PAGE> 27

applicable Fund. Additional information regarding systematic withdrawal plans
may be obtained by calling Mutual Shareholder Services at (216) 736-3500.

INVESTMENT MANAGEMENT

THE INVESTMENT ADVISER

Each Fund has retained as its investment adviser Maxus Asset Management Inc
(the "Adviser"), The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114, an investment management organization founded in 1976.
The Adviser is actively engaged in providing discretionary investment management
services to institutional and individual clients.

Subject to the supervision of each Fund's Board of Trustees, the Adviser
manages each Fund's assets, including buying and selling portfolio securities.
The Adviser also furnishes office space and certain administrative services to
the Fund.

During 1999, the Adviser received from each Fund as compensation for its
services an annual fee of 1% of such Fund's net assets.

PORTFOLIO MANAGERS

Richard A. Barone has been the portfolio manager of Maxus Income Fund, Maxus
Equity Fund and Maxus Aggressive Value Fund since the inception of each Fund.
Mr. Barone has been President of the Adviser since 1976.

Alan Miller has been the portfolio manager of Maxus Laureate Fund since
January 1, 1995. Mr. Miller has been a portfolio manager with the Adviser since
1994.

Denis J. Amato has been the portfolio manager of the Maxus Ohio Heartland
Fund since its inception. Mr. Amato has been Chief Investment Officer of Gelfand
Maxus Asset Management Inc., a subsidiary of RMI, since 1997. Previously, he was
Managing Director of Gelfand Partners Asset Management since 1991.

26
<PAGE> 28

RULE 12b-1 PLAN (INVESTOR SHARES ONLY)

Each Fund has adopted a Rule 12b-1 Plan, which allows it to pay marketing
and servicing fees to the Distributor for the sale, distribution and customer
servicing of each Fund's Investor Shares. Such fees are payable at the annual
rate of .50% of the average daily net assets of the Investor Shares of each
Fund. Because Investor Shares pay marketing and servicing fees on an ongoing
basis, your investment cost may be higher over time than other shares with
different sales charges and fees.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Each Fund declares and pays any dividends annually to shareholders.
Dividends are paid to all shareholders invested in the Fund on the record date.
The record date is the date on which a shareholder must officially own shares in
order to earn a dividend.

In addition, the Fund pays any capital gains at least annually. Your
dividends and capital gains distributions will be automatically reinvested in
additional Shares without a sales charge, unless you elect cash payments.

If you purchase Shares just before a Fund declares a dividend or capital
gain distribution, you will pay the full price for the Shares and then receive a
portion of the price back in the form of a distribution, whether or not you
reinvest the distribution in Shares. Therefore, you should consider the tax
implications of purchasing Shares shortly before the Fund declares a dividend or
capital gain. Contact your investment professional or the Fund for information
concerning when dividends and capital gains will be paid.

Each Fund sends an annual statement of your account activity to assist you
in completing your federal, state and local tax returns. Fund distributions of
dividends and capital gains are taxable to you whether paid in cash or
reinvested in the Fund. Dividends are taxable as ordinary income; capital gains
are taxable at different rates depending upon the length of time the Fund holds
its assets.

Fund distributions may be both dividends and capital gains. Generally,
distributions from Maxus Income Fund are expected to be primarily ordinary
income dividends, while distributions from the other Funds are expected to be
primarily capital

27
<PAGE> 29

gains distributions. Redemptions and exchanges are taxable sales. Please consult
your tax adviser regarding your federal, state, and local tax liability.

GENERAL INFORMATION

Maxus Laureate Fund is not available to residents of the State of Montana.

Shares of each Fund are offered exclusively by the Fund's Distributor, Maxus
Securities Corp. an affiliate of the Adviser. The Distributor's address is The
Tower at Erieview, 36th Floor, 1301 East Ninth Street, Cleveland, Ohio 44114.

Firstar, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, is the custodian
for each Fund's securities and cash. Mutual Shareholder Services (an affiliate
of the Advisor), The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114, is each Fund's Transfer, Redemption and Dividend
Distributing Agent.

McCurdy & Associates C.P.A.'s, Inc., 27955 Clemens Road, Westlake, Ohio
44145, have been appointed as independent accountants for the Funds.

McDonald, Hopkins, Burke & Haber Co., L.P.A., 2100 Bank One Center, 600
Superior Avenue E., Cleveland, Ohio 44114, is legal counsel to the Funds and to
the Adviser.

28
<PAGE> 30

MAXUS INCOME FUND
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 years. Certain information reflects
financial results for a single Fund share. The total returns in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming reinvestment of all dividends and distributions). This
information has been audited by McCurdy & Associates C.P.A.'s, Inc., whose
report, along with the Fund's financial statements, are included in the SAI,
which is available upon request.

<TABLE>
<CAPTION>
01/01/99 01/01/98 01/01/97 01/01/96 01/01/95
TO TO TO TO TO
INVESTOR SHARES 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
--------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE:
Beginning of
Period........... $ 10.61 $ 11.31 $ 10.78 $ 10.54 $ 9.73
Net Investment
Income............. 0.86 0.72 0.67 0.70 0.72
Net Gains or Losses
on Securities
(realized and
unrealized)........ (1.43) (0.33) 0.53 0.24 0.81
------- ------- ------- ------- -------
Total From Investment
Operations......... (0.57) 0.39 1.20 0.94 1.53
Distributions
Net Investment
Income........... (0.82) (0.72) (0.67) (0.70) (0.72)
Capital Gains...... -- (0.37) -- -- --
Return of
Capital.......... -- -- -- -- --
------- ------- ------- ------- -------
Total
Distributions...... (0.82) (1.09) (0.67) (0.70) (0.72)
------- ------- ------- ------- -------
NET ASSET VALUE:
End of Period...... $ 9.22 $ 10.61 $ 11.31 $ 10.78 $ 10.54
======= ======= ======= ======= =======
Total Return......... (5.72%) 3.49% 11.47% 9.20% 16.15%
RATIOS/SUPPLEMENTAL
DATA
Net Assets at End of
Period
(Thousands)........ 24,023 39,650 38,620 35,728 37,387
Ratio of Expenses to
Average Net
Assets............. 1.91% 1.87% 1.91% 1.92% 1.90%
Ratio of Net Income
to Average Net
Assets............. 7.87% 6.52% 6.08% 6.50% 7.01%
Portfolio Turnover
Rate............... 51% 59% 70% 78% 121%
</TABLE>

29
<PAGE> 31

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INSTITUTIONAL SHARES 12/31/99 12/31/98
- -------------------- -------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of
Period........... $ 10.62 $ 11.31
Net Investment
Income............. 0.87 0.33
Net Gains or Losses
on Securities
(realized and
unrealized)........ (1.43) (0.50)
------- -------
Total From Investment
Operations......... (0.56) (0.17)
Distributions
Net Investment
Income........... (0.83) (0.33)
Capital Gains...... -- (0.19)
Return of
Capital.......... -- --
------- -------
Total
Distributions...... (0.83) (0.52)
------- -------
NET ASSET VALUE:
End of Period...... $ 9.23 $ 10.62
======= =======
Total Return......... (5.61%) 3.54%
RATIOS/SUPPLEMENTAL
DATA
Net Assets at End of
Period
(Thousands)........ 2,540 426
Ratio of Expenses to
Average Net
Assets............. 1.41% 1.37%*
Ratio of Net Income
to Average Net
Assets............. 8.37% 7.02%*
Portfolio Turnover
Rate............... 51% 59%*
</TABLE>

- ---------------

* annualized
** commencement of operations

Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
30
<PAGE> 32

MAXUS EQUITY FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
01/01/99 01/01/98 01/01/97 01/01/96 01/01/95
TO TO TO TO TO
INVESTOR SHARES 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
--------------- -------- -------- -------- -------- ---------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE:
Beginning of
Period........... $ 15.92 $ 18.23 $ 16.00 $14.57 $12.95
Net Investment
Income............. 0.19 0.20 0.15 0.27 0.30
Net Gains or Losses
on Securities
(realized and
unrealized)........ 1.86 (1.80) 4.33 2.50 2.60
------- ------- ------- ------ ------
Total From Investment
Operations......... 2.05 (1.60) 4.48 2.77 2.90
Distributions
Net Investment
Income........... (0.23) (0.20) (0.15) (0.27) (0.27)
Capital Gains...... (0.25) (0.51) (2.10) (1.07) (1.01)
Return of
Capital.......... -- -- -- -- --
------- ------- ------- ------ ------
Total
Distributions...... (0.48) (0.71) (2.25) (1.34) (1.28)
------- ------- ------- ------ ------
NET ASSET VALUE:
End of Period...... $ 17.49 $ 15.92 $ 18.23 $16.00 $14.57
======= ======= ======= ====== ======
Total Return......... 12.93% -8.74% 28.16% 19.13% 22.43%
RATIOS/SUPPLEMENTAL
DATA
Net Assets at End of
Period
(Thousands)........ 39,885 53,279 55,637 38,765 31,576
Ratio of Expenses to
Average Net
Assets............. 1.83% 1.80% 1.87% 1.90% 1.96%
Ratio of Net Income
to Average Net
Assets............. 1.12% 1.15% 1.80% 1.71% 2.01%
Portfolio Turnover
Rate............... 78% 118% 89% 111% 173%
</TABLE>

31
<PAGE> 33

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INSTITUTIONAL SHARES 12/31/99 12/31/98
- -------------------- -------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of
Period........... $ 15.92 $ 15.92
Net Investment
Income............. 0.25 --
Net Gains or Losses
on Securities
(realized and
unrealized)........ 1.86 --
------- -------
Total From Investment
Operations......... 2.11 --
Distributions Net
Investment Income.. (0.26) --
Capital Gains...... (0.25) --
Return of
Capital.......... -- --
------- -------
Total
Distributions...... (0.51) --
------- -------
NET ASSET VALUE:
End of Period...... $ 17.52 $ 15.92
======= =======
Total Return......... 13.26% 0.00%
RATIOS/SUPPLEMENTAL
DATA
Net Assets at End of
Period
(Thousands)........ 546 0
Ratio of Expenses to
Average Net
Assets............. 1.33% 1.30%*
Ratio of Net Income
to Average Net
Assets............. 1.62% 1.65%*
Portfolio Turnover
Rate............... 78% 118%*
</TABLE>

- ---------------

* annualized
** commencement of operations

Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
32
<PAGE> 34

MAXUS LAUREATE FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
01/01/99 01/01/98 01/01/97 01/01/96 01/01/95
TO TO TO TO TO
INVESTOR SHARES 12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
--------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE:
Beginning of
Period............ $13.29 $10.38 $10.82 $ 9.82 $ 9.62
Net Investment
Income.............. (0.07) (0.12) 0.52 (0.08) (0.19)
Net Gains or Losses on
Securities (realized
and unrealized)..... 6.78 3.76 0.07 2.14 1.57
------ ------ ------ ------ ------
Total From Investment
Operations.......... 6.71 3.64 0.59 2.06 1.38
Distributions
Net Investment
Income............ -- -- (0.52) -- --
Capital Gains....... (0.81) (0.73) (0.51) (1.06) (1.18)
Return of Capital... -- -- -- -- --
------ ------ ------ ------ ------
Total Distributions... (0.81) (0.73) (1.03) (1.06) (1.18)
------ ------ ------ ------ ------
NET ASSET VALUE:
End of Period....... $19.19 $13.29 $10.38 $10.82 $ 9.82
====== ====== ====== ====== ======
Total Return.......... 50.58% 35.14% 5.49% 21.03% 14.41%
RATIOS/SUPPLEMENTAL
DATA
Net Assets at End of
Period
(Thousands)......... 32,324 8,059 3,395 3,156 1,510
Ratio of Expenses to
Average Net
Assets.............. 1.92% 2.63% 2.49% 3.92% 3.85%
Ratio of Net Income to
Average Net
Assets.............. -0.49% -1.10% 4.19% -0.73% -1.69%
Portfolio Turnover
Rate................ 1172% 2792% 1511% 1267% 1377%
</TABLE>

33
<PAGE> 35

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INSTITUTIONAL SHARES 12/31/99 12/31/98
-------------------- -------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of
Period............ $13.30 $10.38
Net Investment
Income.............. 0.03 (0.11)
Net Gains or Losses on
Securities (realized
and unrealized)..... 6.78 3.76
------ ------
Total From Investment
Operations.......... 6.81 3.65
Distributions
Net Investment
Income............ -- --
Capital Gains....... (0.81) (0.73)
Return of Capital... -- --
------ ------
Total Distributions... (0.81) (0.73)
------ ------
NET ASSET VALUE:
End of Period....... $19.30 $13.30
====== ======
Total Return.......... 51.29% 35.24%
RATIOS/SUPPLEMENTAL
DATA
Net Assets at End of
Period
(Thousands)......... 1,230 9
Ratio of Expenses to
Average Net
Assets.............. 1.42% 2.13%*
Ratio of Net Income to
Average Net
Assets.............. 0.01% -0.60%*
Portfolio Turnover
Rate................ 1172% 2792%*
</TABLE>

- ---------------

* annualized
** commencement of operations

Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
34
<PAGE> 36

MAXUS OHIO HEARTLAND FUND
FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the Fund's
financial performance for the period of the Fund's operations. Certain
information reflects financial results for a single Fund share. The total
returns in the table represent the rate that an investor would have earned (or
lost) on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been audited by McCurdy & Associates
C.P.A.'s, Inc., whose report, along with the Fund's financial statements, are
included in the SAI, which is available upon request.

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INVESTOR SHARES 12/31/99 12/31/98
--------------- -------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of Period.......................... $ 8.16 $ 10.00
Net Investment Income.......................... (0.07) (0.05)
Net Gains or Losses on Securities (realized and
unrealized).................................. (0.83) (1.79)
-------- --------
Total From Investment Operations............... (0.90) (1.84)
Distributions
Net Investment Income........................ -- --
Capital Gains................................ -- --
Return of Capital............................ -- --
-------- --------
Total Distributions............................ -- --
-------- --------
NET ASSET VALUE:
End of Period................................ $ 7.26 $ 8.16
======== ========
Total Return................................... -11.03% -18.40%
RATIOS/SUPPLEMENTAL DATA
Net Assets at End of Period (Thousands)........ 1,057 1,234
Ratio of Expenses to Average Net Assets........ 2.88% 3.24%*
Ratio of Net Income to Average Net Assets...... -0.94% -0.88%*
Portfolio Turnover Rate........................ 33% 7%*
</TABLE>

35
<PAGE> 37

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INSTITUTIONAL SHARES 12/31/99 12/31/98
-------------------- -------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of Period.......................... $ 8.18 $ 10.00
Net Investment Income.......................... (0.04) (0.03)
Net Gains or Losses on Securities (realized and
unrealized).................................. (0.83) (1.79)
-------- --------
Total From Investment Operations............... (0.87) (1.82)
Distributions
Net Investment Income........................ -- --
Capital Gains................................ -- --
Return of Capital............................ -- --
-------- --------
Total Distributions............................ -- --
-------- --------
NET ASSET VALUE:
End of Period................................ $ 7.31 $ 8.18
======== ========
Total Return................................... -10.64% -18.20%
RATIOS/SUPPLEMENTAL DATA
Net Assets at End of Period (Thousands)........ 834 753
Ratio of Expenses to Average Net Assets........ 2.38% 2.74%*
Ratio of Net Income to Average Net Assets...... -0.44% -0.38%*
Portfolio Turnover Rate........................ 33% 7%*
</TABLE>

- ---------------

* annualized
** commencement of operations

Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
36
<PAGE> 38

MAXUS AGGRESSIVE VALUE FUND
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INVESTOR SHARES 12/31/99 12/31/98
--------------- -------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of Period............................... $ 4.80 $ 5.00
Net Investment Income............................... (0.06) (0.07)
Net Gains or Losses on Securities (realized and
unrealized)....................................... 1.08 (0.09)
------ -------
Total From Investment Operations.................... 1.02 (0.16)
Distributions
Net Investment Income............................. -- --
Capital Gains..................................... (0.24) (0.04)
Return of Capital................................. -- --
------ -------
Total Distributions................................. (0.24) (0.04)
------ -------
NET ASSET VALUE:
End of Period..................................... $ 5.58 $ 4.80
====== =======
Total Return........................................ 21.19% -3.27%
RATIOS/SUPPLEMENTAL DATA
Net Assets at End of Period (Thousands)............. 9,128 3,159
Ratio of Expenses to Average Net Assets............. 2.10% 2.69%*
Ratio of Net Income to Average Net Assets........... -0.82% -1.33%*
Portfolio Turnover Rate............................. 96% 109%*
</TABLE>

37
<PAGE> 39

<TABLE>
<CAPTION>
01/01/99 02/01/98**
TO TO
INSTITUTIONAL SHARES 12/31/1999 12/31/98
-------------------- ---------- ----------
<S> <C> <C>
NET ASSET VALUE:
Beginning of Period............................. $ 4.82 $ 5.00
Net Investment Income............................. (0.04) (0.05)
Net Gains or Losses on Securities (realized and
unrealized)..................................... 1.08 (0.09)
------ -------
Total From Investment Operations.................. 1.04 (0.14)
Distributions
Net Investment Income........................... -- --
Capital Gains................................... (0.24) (0.04)
Return of Capital............................... -- --
------ -------
Total Distributions............................... (0.24) (0.04)
------ -------
NET ASSET VALUE:
End of Period................................... $ 5.62 $ 4.82
====== =======
Total Return...................................... 21.60% -2.87%
RATIOS/SUPPLEMENTAL DATA
Net Assets at End of Period (Thousands)........... 3,283 1,156
Ratio of Expenses to Average Net Assets........... 1.60% 2.19%*
Ratio of Net Income to Average Net Assets......... -0.32% -0.83%*
Portfolio Turnover Rate........................... 96% 109%*
</TABLE>

- ---------------

* annualized
** commencement of operations

Notes to Financial Statements appear in the Fund's Statement of Additional
Information.
38
<PAGE> 40

APPENDIX A
DESCRIPTION OF BOND RATINGS*

AAA: Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is extremely
strong.

AA: Bonds rated AA have very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.

A: Bonds rated A have a strong capacity to pay interest and repay principal
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in the higher rated categories.

BBB: Bonds rated BBB are regarded as having an adequate capacity to pay
interest and repay principal. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
bonds in this category than for the bonds in higher rated categories.

BB, B, CCC AND CC: Bonds rated BB, B, CCC and CC are regarded on balance as
predominantly speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation. BB indicates the
lowest degree of speculation and CC the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposures to adverse
conditions.

- ---------------

* As described by Standard & Poor's Corporation.
39
<PAGE> 41

<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
<S> <C>
RISK/RETURN SUMMARY....................................... 2
HOW TO PURCHASE SHARES.................................... 19
HOW TO REDEEM SHARES...................................... 23
SYSTEMATIC WITHDRAWAL PLAN................................ 25
INVESTMENT MANAGEMENT..................................... 26
DIVIDENDS, DISTRIBUTIONS AND TAXES........................ 27
GENERAL INFORMATION....................................... 28
FINANCIAL HIGHLIGHTS...................................... 29
APPENDIX A................................................ 39
</TABLE>

A Statement of Additional Information (SAI) dated April 30, 2000, is
incorporated by reference into this prospectus. Additional information about the
Funds' investments is available in the Funds' annual and semi-annual reports to
shareholders. The annual report discusses market conditions and investment
strategies that significantly affected each Fund's performance during its last
fiscal year. To obtain the SAI, the annual report, semi-annual report and other
information without charge and to make shareholder inquires, call the Funds at
1-800-44-MAXUS.

Information about each Fund (including the SAI) can be reviewed and copied
at the Public Reference Room of the Securities and Exchange Commission in
Washington, D.C. Reports and other information about each Fund are available on
the Commission's Internet site at http://www.sec.gov and copies of this
information may be obtained, upon payment of a duplicating fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009. You can
call 1-800-SEC-0330 for information on the Public Reference Room's operations
and copying charges.
The Maxus Funds
The Tower at Erieview, 36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
(216) 687-1000

Investment Company Act File Nos: Income Fund: 811-4144
Equity Fund: 811-5865
Laureate Fund: 811-7516
Ohio Heartland and
Aggressive Value Funds: 811-8499
</TABLE>

40
<PAGE> 42

STATEMENT OF ADDITIONAL INFORMATION

April 30, 2000

MAXUS LAUREATE FUND
The Tower at Erieview, 36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
(216) 687-1000

Maxus Laureate Fund (the "Fund") is a diversified, open-end management
investment company with an investment objective of obtaining the highest total
return, a combination of capital appreciation and income, consistent with
reasonable risk. This Statement of Additional Information is not a prospectus. A
copy of the Fund's prospectus can be obtained from the Fund's distributor, Maxus
Securities Corp, The Tower at Erieview, 36th Floor, 1301 East Ninth Street,
Cleveland, Ohio 44114, telephone number (216) 687-1000.

The date of this Statement of Additional Information and of the
prospectus to which it relates is April 30, 2000.

<PAGE> 43

TABLE OF CONTENTS
<TABLE>
<CAPTION>

CAPTION PAGE LOCATION IN PROSPECTUS
- ------- ---- ----------------------
<S> <C> <C>
Fund History 3 Not Applicable

Investments and Risks 3 Maxus Laureate Fund - Risk/Return
Summary

Management of the Fund 5 Investment Management

Ownership of Shares 6 Not Applicable

Investment Advisory and Other Services 7 Investment Management

Capital Stock and Other Securities 8 Not Applicable

Purchase, Redemption and Pricing 9 How to Purchase Shares/
How to Redeem Shares

Taxation of Fund 9 Dividends, Distributions and Taxes

Distributor 10 Investment Management

Performance Data 10 Not Applicable

Financial Statements 13 Maxus Laureate Fund - Financial
Highlights
</TABLE>

-2-
<PAGE> 44

FUND HISTORY

Maxus Laureate Fund (the "Fund") was organized as a Trust under the
laws of the State of Ohio pursuant to a Declaration of Trust dated February 10,
1993.

INVESTMENTS AND RISKS

CLASSIFICATION

The Fund is a diversified, open-end management investment company.

INVESTMENT STRATEGIES AND RISKS

The Fund has an investment objective of obtaining the highest total
return, a combination of capital appreciation and income. The principal
investment strategies used by the Fund to pursue this objective, together with
the principal risks of investing in the Fund, are described in the Prospectus
under the heading "Maxus Laureate Fund - Risk/Return Summary."

Any investment in a mutual fund involves risk, and, although the Fund
invests in a number of underlying funds, this practice does not eliminate
investment risk. Some of the underlying funds in which the Fund invests may
incur more risks than others. For example, some of the underlying funds may have
policies that permit them to invest up to 100% of their assets in securities of
foreign issuers and to engage in foreign currency transactions with respect to
their investments; invest up to 100% of their assets in corporate bonds which
are not considered investment grade bonds by Standard & Poor's Corporation or
Moody's Investor Services, Inc., or which are unrated; invest some portion of
their net assets in illiquid securities; invest some portion of their net assets
in warrants; lend their portfolio securities; sell securities short; borrow
money in amounts up to some designated percentage of their assets for investment
purposes; write (sell) or purchase call or put options on securities or on stock
indexes; concentrate 25% or more of their total assets in assets in one
industry; enter into future contracts; and write (sell) or purchase options on
future contracts. The risks associated with these investment policies are
described in Appendix A to this Statement of Additional Information.

FUND POLICIES

The Fund has adopted the following fundamental investment policies and
restrictions. These policies cannot be changed without approval by the holders
of a majority of the outstanding voting securities of the Fund. As defined in
the Act, the "vote of a majority of the outstanding voting securities" of the
Fund means the lesser of the vote of (a) 67% of the shares of the Fund at a
meeting where more than 50% of the outstanding shares are present in person or
by proxy or (b) more than 50% of the outstanding shares of the Fund. The Fund
may not:

1. Invest in securities other than those issued by open-end
registered investment companies, including money market funds (this
restriction does not preclude the use of the Custodian's money market
deposit account for idle cash balances of the Fund);

2. Invest more than 25% of its total assets in the securities
of underlying funds which concentrate (i.e., invest more than 25% of
their assets) in the same industry, provided that (i) through its
investment in underlying funds, the Fund indirectly may invest more
than 25% of its assets in one industry, and (ii) the Fund will
concentrate more than 25% of its assets in the mutual fund industry; or

3. Invest more than 25% of its assets in the shares of any one
open-end registered investment company.

4. Invest in any registered investment company if a purchase
of its shares would result in the Fund and its affiliates owning more
than 3% of the total outstanding stock of such investment company.

-3-
<PAGE> 45

5. Purchase the securities of any issuer if, as a result, more
than 10% of the value of the Fund's net assets would be invested in
securities that are not readily marketable; for this purpose,
securities which are not readily marketable include shares of an
open-end registered investment company owned by the Fund in an amount
exceeding 1% of the issuer's total outstanding securities.

6. Invest in securities of issuers which are subject to
restrictions on disposition under the Securities Act of 1933 if, at the
time of such purchase, more than ten percent (10%) of its assets (taken
at value) would be so invested.

7. Lend money or securities, provided that the making of
interest-bearing demand deposits with banks and the purchase of mutual
funds which invest in debt securities in accordance with their
objectives and policies are not prohibited.

8. Borrow money except for temporary or emergency purposes
from banks (but not for the purpose of investments) and then only in an
amount not to exceed five percent (5%) of the Fund's net assets; or
pledge the Fund's securities or receivables or transfer or assign or
otherwise encumber them in an amount exceeding the amount of the
borrowings secured thereby.

9. Make short sales of securities, or purchase any securities
on margin except to obtain such short-term credits as may be necessary
for the clearance of transactions.

10. Purchase warrants, or purchase or write (sell) put or call
options, or any combinations thereof.

11. Purchase or retain any securities of any issuer if any of
the officers or Trustees of the Fund or its investment adviser owns
beneficially more than 1/2 of 1% of the securities of such issuer and
together own more than 5% of the securities of such issuer.

12. Invest for the purpose of exercising control or management
of another issuer.

13. Invest in commodities or commodity futures contracts or in
real estate or real estate limited partnerships, although it may invest
in open-end investment companies which invest in real estate
securities.

14. Purchase participations or other direct interests in oil,
gas, or other mineral exploration or development programs.

15. Underwrite securities issued by other except to the extent
the Fund may be deemed to be an underwriter, under the federal
securities law, in connection with the disposition of portfolio
securities.

16. Issue securities or other obligations senior to the Fund's
shares of beneficial interest.

If a percentage restriction is adhered to at the time of investment, a
later increase or decrease in percentage beyond the specified limit resulting
from a change in values or net assets will not be considered a violation.

DEFENSIVE INVESTMENTS

When the Adviser believes that market conditions warrant a temporary
defensive posture, the Fund may invest up to 100% of its assets in high-quality
short-term debt securities and money market instruments, such as money market
mutual funds, commercial paper, certificates of deposit and bank or savings and
loan association interest-bearing demand accounts. The taking of such a
temporary defensive posture may adversely affect the ability of the Fund to
achieve its investment objective.

PORTFOLIO TURNOVER

The Fund is not restricted with regard to portfolio turnover and will
make changes in its investment portfolios from time to time as business and
economic conditions and market prices may dictate and its investment

-4-
<PAGE> 46

policies may require. The portfolio turnover rates in 1999, 1998 and 1997 were
1,172%, 2,792% and 1,511%, respectively. A high rate of portfolio turnover in
any year will increase custodial transaction charges paid and could result in
high amounts of realized investment gain subject to the payment of taxes by
shareholders.

MANAGEMENT OF THE FUND

The Board of Trustees is responsible for managing the Fund's business
affairs and for exercising all the Fund's powers except those reserved for the
shareholders. The day-to-day operations of the Fund are conducted by its
officers. The following table provides biographical information with respect to
each current Trustee and officer of the Fund. Each Trustee who is or may be
deemed to be an "interested person" of the Fund, as defined in the Act, is
indicated by an asterisk. Each Trustee of the Fund is also a Trustee of Maxus
Income Fund, Maxus Equity Fund and MaxFund Trust, three other open-end
management investment companies.

Position Held Principal Occupation(s)
NAME AND ADDRESS WITH THE FUND DURING PAST 5 YEARS
- ---------------- ------------- ---------------------
<S> <C> <C>
Richard A. Barone* Chairman, President of Maxus Securities
The Tower at Erieview, 36th Floor Treasurer Corp (broker-dealer), Maxus
1301 East Ninth Street and Trustee Asset Management Inc. (invest-
Cleveland, Ohio 44114 ment adviser) and Resource Management
Inc., dba Maxus Investment Group
(financial services)

Raj Aggarwal PhD. Trustee Professor of Finance
John Carroll University John Carroll University
20700 North Park Blvd.
University Heights, Ohio 44118

Denis J. Amato* Trustee Chief Investment Officer, Gelfand.
The Tower at Erieview, 36th Floor Maxus Asset Management, Inc. (invest-
1301 East Ninth Street ment adviser) since 1997; previously,
Cleveland, Ohio 44114 Managing Director, Gelfand Partners Asset
Management (investment adviser)

Kent W. Clapp Trustee Chairman, Medical Mutual of Ohio
2060 East Ninth Street (health insurer)
Cleveland, Ohio 44114

Robert H. Fritz Trustee Retired
12613 West Lake Road
Vermillion, Ohio 44089

Steven M. Kasarnich Trustee President/Business Manager, Northeast
47 Alice Drive Ohio District Council of Carpenters;
Akron, Ohio 44319 Executive Secretary-Treasurer, Ohio
State Council of Carpenters

Burton D. Morgan Trustee Chairman, Morgan Bank (bank);
Park Place President, Basic Search, Inc.
10 West Streetsboro Road (venture capital); Chairman,
Hudson, Ohio 44236 Multi-Color Corporation (printing);
Chairman, Morgan Funshares, Inc. (mutual
fund)
</TABLE>

-5-
<PAGE> 47

<S> <C> <C>
Michael A. Rossi, C.P.A. Trustee Certified Public Accountant
6559 Wilson Mills Road
Highland Heights, Ohio 44143

Joseph H. Smith Trustee Chief Financial Officer, Diocese of
1404 East Ninth Street Cleveland
8th Floor
Cleveland, Ohio 44114

Robert J. Conrad Vice President Vice President, Resource Management,
The Tower at Erieview, 36th Floor Inc.; formerly Vice President, American
1301 East Ninth Street Income Plus
Cleveland, Ohio 44114

Robert W. Curtin Secretary Senior Vice President and Secretary,
The Tower at Erieview, 36th Floor Maxus Securities Corp; formerly
1301 East Ninth Street Executive Vice President,
Cleveland, Ohio 44114 Roulston & Company, Inc.
</TABLE>

No officer, director or employee of Maxus Asset Management Inc. ("MAM"
or the "Investment Adviser") or of any parent or subsidiary receives any
compensation from the Fund for serving as an officer or Trustee of the Fund.
Each Trustee who is not an interested person in MAM will receive from the Fund
the following fees for each Board or shareholders meeting attended: $100 per
meeting if net assets of the Fund are under $10,000,000; $200 per meeting if net
assets of the Fund are between $10,000,000 and $50,000,000; and $300 per meeting
if net assets of the Fund are over $50,000,000. The estimated fees payable to
the Trustees for the most recently completed fiscal year, which are the only
compensation or benefits payable to Trustees, are summarized in the following
table:

COMPENSATION TABLE

Aggregate Compensation Total Compensation From All MAXUS
Name of Trustee From the Fund Funds Payable to Trustees
--------------- ------------- -------------------------
<S> <C> <C>
Richard A. Barone $0 $0
Denis J. Amato $0 $0
Raj Aggarwal $0 $0
Kent W. Clapp $500 $2,500
Robert H. Fritz $0 $0
Steven M. Kasarnich $600 $3,300
Burton D. Morgan $700 $3,400
Michael A. Rossi $600 $3,300
Joseph H. Smith $600 $3,300
</TABLE>

OWNERSHIP OF SHARES

As of March 31, 2000, no person was known by the Fund to be the
beneficial owner of more than 5% of the outstanding shares of the Fund.

As of March 31, 2000, all officers and Trustees as a group beneficially
owned 14,349 shares, constituting 0.5% of the outstanding shares of the Fund.

-6-
<PAGE> 48

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISER

MAM, the Fund's investment adviser, is a wholly-owned subsidiary of
Resource Management Inc., d/b/a Maxus Investment Group, an Ohio corporation
("RMI") with interests primarily in the financial services industry. RMI also
owns all of the shares of Maxus Securities Corp. ("MSC"), the NASD broker/dealer
through which shares of each Fund are offered. Richard A. Barone is the
president and a principal shareholder of RMI and, therefore, is deemed to be in
control of MAM and MSC.

As compensation for MAM's services rendered to the Fund, the Fund pays
a fee, computed and paid monthly, at an annual rate of 1% of the average value
of the first $150,000,000 of the Fund's daily net assets and 0.75% of average
daily net assets in excess of $150,000,000. For 1999, 1998, and 1997, the
Adviser received management fees from the Fund in the amounts of $179,888,
$47,163 and $14,360, respectively.

Subject to the supervision and direction of the Fund's Trustees, MAM,
as investment adviser, manages the Fund's portfolio in accordance with the
stated policies of the Fund. MAM makes investment decisions for the Fund and
places the purchase and sale orders for portfolio transactions. In addition, MAM
furnishes office facilities and clerical and administrative services, and pays
the salaries of all officers and employees who are employed by both it and the
Fund and, subject to the direction of the Fund's Board of Trustees, is
responsible for the overall management of the business affairs of the Fund,
including the provision of personnel for recordkeeping, the preparation of
governmental reports and responding to shareholder communications.

Other expenses are borne by the Fund and include brokerage fees and
commissions, fees of Trustees not affiliated with MAM, expenses of registration
of the Fund and of the shares of the Fund with the Securities and Exchange
Commission (the "SEC") and the various states, charges of the custodian,
dividend and transfer agent, outside auditing and legal expenses, liability
insurance premiums on property or personnel (including officers and trustees),
maintenance of business trust existence, any taxes payable by the Fund, interest
payments relating to Fund borrowings, costs of preparing, printing and mailing
registration statements, prospectuses, periodic reports and other documents
furnished to shareholders and regulatory authorities, costs of printing share
certificates, portfolio pricing services and Fund meetings, amortization of
organizational expenses and costs incurred pursuant to the Fund's Distribution
and Shareholder Servicing Plan described below.

DISTRIBUTION PLAN

The Fund has a Distribution and Shareholder Servicing Plan (the "Plan")
pursuant to Rule 12b-1 under the Act, pursuant to which the Fund pays MSC 0.50%
of average net assets of Investor Shares annually for the costs of activities
intended to result in the sale of Investor Shares, regardless of the amount of
expenses actually incurred by MSC. In 1999, $89,104 (0.50% of average net
assets) was paid by the Fund to MSC pursuant to the Plan. Of such amount,
$80,038 was used by MSC to compensate securities dealers and other persons
and organizations for providing distribution assistance and shareholder services
with respect to Investor Shares, and $9,066 was expended for advertising and
marketing.

The Fund does not participate in any joint distribution activities with
respect to another series or investment company.

The Trustees believe that the Plan has benefited and will continue to
benefit the Fund and the holders of Investor Shares. Among these benefits are:
(1) reductions in the per share expenses of the Fund as a result of increased
assets n the Fund; (2) reductions in the cost of executing portfolio
transactions and the possible ability of the Investment Adviser in some cases to
negotiate lower purchase prices for securities, due to the potentially larger
blocks of securities which may be traded by the Fund as its net assets increase
in size; and (3) a more predictable flow of cash which may provide investment
flexibility in seeking the Fund's investment objective and may better enable the
Fund to meet redemption demands without liquidating portfolio securities at
inopportune times.

-7-
<PAGE> 49

OTHER SERVICE PROVIDERS

The Fund has entered into an Administration Agreement with Mutual
Shareholder Services ("MSS"), pursuant to which MSS has agreed to act as the
Fund's Transfer, Redemption and Dividend Disbursing Agent. As such, MSS
maintains the Fund's official record of shareholders and is responsible for
crediting dividends to shareholders' accounts. In consideration of such
services, the Fund pays MSS an annual fee, paid monthly, equal to $6.75 per
shareholder account (with a monthly minimum of $775) plus $12 per month for each
state in which the Fund is registered under such state's securities laws, plus
out-of-pocket expenses. In addition, the Fund has entered into an Accounting
Services Agreement with MSS, pursuant to which MSS has agreed to provide
portfolio pricing and related services, for the payment of an annual fee of
$17,400 for the first $25,000,000 in net assets, $8,500 for the next $25,000,000
in net assets and $4,750 for each additional $25,000,000 in net assets, plus
out-of-pocket expenses. For 1999, 1998 and 1997, the Fund paid MSS fees under
the Administration Agreement and the Accounting Services Agreement in the
amounts of $30,281, $24,713 and $21,368, respectively. MSS is a subsidiary of
RMI, the parent company of the Investment Adviser.

Firstar, N.A., 425 Walnut Street, Cincinnati, Ohio 45201, serves as the
Fund's custodian. As custodian, Star Bank maintains custody of the Fund's cash
and portfolio securities.

McCurdy & Associates C.P.A.'s, Inc., independent certified public
accountants located at 27955 Clemens Road, Westlake, Ohio 44145, has been
selected as auditors for the Fund. In such capacity, McCurdy & Associates
C.P.A.'s, Inc. periodically reviews the accounting and financial records of the
Fund and examines its financial statements.

CAPITAL STOCK AND OTHER SECURITIES

The Declaration of Trust provides for an unlimited number of authorized
shares of beneficial interest in the Fund. Shares of the Fund or divided into
two classes, Investor Shares and Institutional Shares. Each share represents an
equal proportionate interest in the Fund with other shares of the same class,
and is entitled to such dividends and distributions out of the income earned on
the assets belonging to the Fund as are declared at the discretion of the
Trustees.

Shareholders are entitled to one vote per share (with proportional
voting for fractional shares) on such matters as shareholders are entitled to
vote. Shareholders vote in the aggregate and not by class on all matters except
that (i) shares shall be voted by individual class when required by the 1940 Act
or when the Trustees have determined that the matter affects only the interests
of a particular class, and (ii) only the holders of Investor Shares will be
entitled to vote on matters submitted to shareholder vote with regard to the
Distribution Plan applicable to such class.

Whenever the approval of a majority of the outstanding shares of the
Fund is required in connection with shareholder approval of an investment
advisory contract, changes in the investment objective and policies or the
investment restrictions, or approval of a distribution expense plan, a
"majority" shall mean the vote of (i) 67% or more of the shares of the Fund
present at a meeting, if the holders of more than 50% of the outstanding shares
of such Fund are present in person or by proxy, or (ii) more than 50% of the
outstanding shares of the Fund, whichever is less.

Although the Fund is not required to hold annual meetings of the
shareholders, shareholders holding at least 10% of the Fund's outstanding shares
have the right to call a meeting to elect or remove one or more of the Trustees
of the Fund.

Upon issuance and sale in accordance with the terms of the Prospectus,
each share will be fully paid and non-assessable. Shares of the Fund have no
preemptive, subscription or conversion rights. The Declaration of Trust also
provides that shareholders shall not be subject to any personal liability for
the acts or obligations of the Fund and that every agreement, obligation or
instrument entered into or executed by the Fund shall contain a provision to the
effect that the shareholders are not personally liable thereunder.

-8-
<PAGE> 50

PURCHASE, REDEMPTION AND PRICING OF SHARES

The information pertaining to the purchase and redemption of the Fund's
shares appearing in the Prospectus under the captions "How To Purchase Shares"
and "How To Redeem Shares" is hereby incorporated by reference.

The price paid for shares of a certain class of the Fund is the net
asset value per share of such class next determined after receipt by the
Transfer Agent of properly identified purchase funds, except that the price for
shares purchased by telephone is the net asset value per share next determined
after receipt of telephone instructions. Net asset value per share is computed
for each class of the Fund as of the close of business (currently 4:00 P.M., New
York time) each day the New York Stock Exchange is open for trading and on each
other day during which there is a sufficient degree of trading in the Fund's
investments to affect materially net asset value of its redeemable securities.

For purposes of pricing sales and redemptions, net asset value per
share of a class of the Fund is calculated by determining the value of the
class's proportional interest in the assets of the Fund, less (i) such class's
proportional share of general liabilities and (ii) the liabilities allocable
only to such class; and dividing such amount by the number of shares of such
class outstanding.

The assets of the Fund (other than cash and cash equivalents) consist
of the underlying funds that are valued at their respective net asset values
under the Act. An underlying fund values securities in its portfolio for which
market quotations are readily available at their current market value (generally
the last reported sales price) and all other securities and assets at fair value
pursuant to methods established in good faith by the board of directors of the
underlying fund. Money market funds with portfolio securities that mature in one
year or less may use the amortized cost or penny-rounding methods to value their
securities.

TAXATION OF THE FUND

The Fund intends to qualify each year as a "regulated investment
company" under the requirements of Subchapter M of the Internal Revenue Code of
1986, as amended (the "Code"). Qualification as a regulated investment company
will result in the Fund's paying no taxes on net income and net realized capital
gains distributed to shareholders. If these requirements are not met, the Fund
will not receive special tax treatment and will pay federal income tax, thus
reducing the total return of the Fund.

Statements as to the tax status of each shareholder's dividends and
distributions will be mailed annually by the Fund's transfer agent. Shareholders
are urged to consult their own tax advisers regarding specific questions as to
Federal, state or local taxes.

Income received by the Fund from a mutual fund in the Fund's portfolio
(including dividends and distributions of short-term capital gains), as well as
interest received on cash held in the Custodian's money market deposit account
and net short-term capital gains received by the Fund on the sale of mutual fund
shares, will be distributed by the Fund (net of expenses incurred by the Fund)
and will be taxable to shareholders as ordinary income. Because the Fund is
actively managed and can realize taxable net short-term capital gains by selling
shares of an underlying fund with unrealized portfolio appreciation, investing
in the Fund rather than directly in the underlying funds may result in increased
tax liability to the shareholder, since the Fund must distribute its gain in
accordance with the rules of the Code.

Distributions of net capital gains received by the Fund from underlying
mutual funds, as well as net long-term capital gains realized by the Fund from
the purchase and sale of underlying mutual fund shares held by the Fund for more
than one year, will be distributed by the Fund and will be taxable to
shareholders as long-term capital gains (even if the shareholder has held the
shares for less than one year). However, if a shareholder who has received a
capital gains distribution suffers a loss on the sale of his shares not more
than six months after purchase, the loss will be treated as a long-term capital
loss to the extent of the capital gains distribution received.

For purposes of determining the character of income received by the
Fund when an underlying fund distributes net capital gains to the Fund, the Fund
will treat the distribution as a long-term capital gain, even if it has

-9-
<PAGE> 51

held shares of the mutual fund for less than one year. However, any loss
incurred by the Fund on the sale of that underlying fund's shares held for six
months or less will be treated as a long-term capital loss only to the extent of
the gain distribution. The tax treatment of distributions from the Fund is the
same whether the distributions are received in additional shares or in cash.
Shareholders receiving distributions in the form of additional shares will have
a cost basis for federal income tax purposes in each share received equal to the
net asset value of a share of the Fund on the reinvestment date.

The Fund may invest in underlying funds with capital loss
carry-forwards. If such an underlying fund realizes capital gains, it will be
able to offset the gains, it will be able to offset the gains to the extent of
its loss carrying forwards in determining the amount of capital gains which must
be distributed to its shareholders.

DISTRIBUTOR

Shares of the Fund are offered on a best-efforts basis by MSC, a
registered NASD broker-dealer. MSC is a wholly-owned subsidiary of RMI, which is
controlled by Richard A. Barone, Chairman of the Fund.

Pursuant to the Distribution Agreement between the Fund and MSC, MSC
has agreed to hold itself available to receive orders, satisfactory to MSC, for
the purchase of the Fund's shares, to accept such orders on behalf of the Fund
as of the time of receipt of such orders and to transmit such orders to the
Fund's transfer agent as promptly as practicable. MSC does not receive any
commissions or other compensation for the sale of shares of the Fund. However,
pursuant to the Plan, MSC receives an annual distribution fee of .50% of average
net assets of Investor Shares. Certain employees of MSC may receive compensation
under the Plan. See "Investment Advisory and Other Services - Distribution
Plan."

The Distribution Agreement provides that MSC shall arrange to sell the
Fund's Shares as agent for the Fund and may enter into agreements with
registered broker-dealers as it may select to arrange for the sale of such
shares. MSC is not obligated to sell any certain number of shares.

PERFORMANCE

From time to time, the Fund may advertise performance data represented
by a cumulative total return or an average annual total return. Total returns
are based on the overall or percentage change in value of a hypothetical
investment in the Fund and assume all of the Fund's dividends and capital gain
distributions are reinvested. A cumulative total return reflects the Fund's
performance over a stated period of time. An average annual total return
reflects the hypothetical annually compounded return that would have produced
the same cumulative total return if the Fund's performance had been constant
over the entire period. Because average annual returns tend to smooth out
variations in the Fund's returns, it should be recognized that they are not the
same as actual year-by-year results. The total returns for Investor Shares of
the Fund for periods ended December 31, 1999 are set forth below.

MAXUS LAUREATE FUND

AVERAGE ANNUAL TOTAL RETURNS CUMULATIVE TOTAL RETURNS
---------------------------- ------------------------
One Three Five Life of One Three Five Life of
Year Years Years Fund* Year Years Years Fund*
50.58% 29.02% 24.36% 18.61% 50.58% 114.79% 197.40% 212.00%

* From commencement of operations, May 1, 1993.

Performance may be compared to well-known indices such as the Dow Jones
Industrial Average or alternative investments such as Treasury Bills. Also, the
Funds may include published editorial comments compiled by independent
organizations such as Lipper Analytical Services or Morningstar, Inc.

-10-
<PAGE> 52

All performance information is historical in nature and is not intended
to represent or guarantee future results. The value of Fund shares when redeemed
may be more or less than their original cost.

Further information about the performance of the Fund is contained in
the Fund's Annual Report to Shareholders which may be obtained from the Fund
without charge.

-11-
<PAGE> 53

INDEPENDENT AUDITOR'S REPORT

To The Shareholders and
Board of Trustees
Maxus Laureate Fund:

We have audited the accompanying statement of assets and liabilities of Maxus
Laureate Fund, including the schedule of portfolio investments, as of December
31, 1999, 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 periods
then ended, and financial highlights for each of the five years in the periods
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, 1999, by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of
Maxus Laureate Fund as of December 31, 1999, 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.

/s/ McCurdy & Associates CPA's, Inc.
- -------------------------------------
McCurdy & Associates CPA's, Inc.
Westlake, Ohio
January 20, 2000

-12-
<PAGE> 54

SCHEDULE OF INVESTMENTS
MAXUS LAUREATE FUND
DECEMBER 31, 1999
<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------------------
SHARES/PRINCIPAL AMOUNT MARKET VALUE % OF ASSETS
- ----------------------------------------------------------------------------------------------------------
<S> <C>
MUTUAL FUNDS EQUITY
34,423 Acorn Foreign 40 686,059
45,477 American Century Emerging Markets 317,885
31,877 American Century International 477,205
39,263 Artisan International 1,119,008
12,634 Baron Asset 742,483
8,186 Baron Small Cap No-Load Fund 147,340
15,530 Berger Small Cap Value Fund 336,077
12,651 Excelsior Pacific Asia Fund 156,243
43,908 Fremont Emerging Markets Fund 472,010
5,468 Heartland Value Fund 199,569
20,148 Invesco Financial Services Fun 536,329
17,572 Invesco Worldwide Communication 907,254
18,470 Janus Enterprise Fund 1,416,066
26,104 Janus Mercury Fund 1,143,612
23,544 Janus Overseas Fund 875,828
21,709 Lexington Small Cap Asia Growth 194,293
23,278 Lexington Worldwide Emerging M 351,493
15,969 Masters' Select International 298,137
425 Montgomery Emerging Asia Fund 4,963
23,028 Montgomery Emerging Markets Fu 299,829
24,714 Montgomery Global Communication 910,698
1,211 Mutual Series European Fund 20,446
22,124 Oakmark International Fund 300,883
17,656 Oakmark Intl Small Cap Fund 220,699
56,539 Potomac Small-Cap Plus Fund 756,497
18,484 Potomac US Plus Fund 313,309
15,259 RS Diversified Growth Fund 503,545
32,167 RS Emerging Growth Fund 1,951,247
26,784 RS Internet Age Fund 326,226
31,644 RS Microcap Growth Fund 706,936
155,606 Rydex Arktos Fund 675,332
54,892 Rydex BioTechnology Fund Invest 1,271,298
15,510 Rydex Nova Fund 638,846
14,545 Rydex OTC Fund 1,197,927
43,478 Rydex Ursa 339,130
24,046 Scudder Intl Fd Inc Latin Amer 626,152
50,685 Sei Emerging Markets Fund 607,205
11,341 SSGA Emerging Markets Fund 143,693
189 Strong Asia Pacific Fund 2,242
71,713 The Information Age Fund 2,566,590
7,099 Torray FD Sh Ben Int 314,553
417 Turner Small Cap Growth Fund 17,295
</TABLE>

-13-
<PAGE> 55

<S> <C>
18,358 Ultra Bear Profund Investor Sh 391,217
375,934 Ultrashort Profund Investor Sh 1,154,118
24,559 Van Wagoner Emerging Growth Fu 1,052,852
4,288 Van Wagoner Post Venture Fund 163,259
49,785 Vanguard Value Index Trust Fun 1,139,577
84 Warburg Pincus Global 6,030
37,339 Warburg Pincus Emerging Market 469,356
26,571 Warburg Pincus Japan Growth Fu 917,483
60,700 Warburg Pincus Japan Small Com 1,674,720
---------

32,061,044 95.55%
CASH EQUIVALENTS
2,061,049 Firstar Treasury Fund 4.51% 2,061,049 6.14%

Total Investments (Cost - $25,331,648) 34,122,093 101.69%

Other Assets Less Liabilities (568,009) -1.69%

Net Assets 33,554,084 100.00%

</TABLE>

-14-
<PAGE> 56

STATEMENT OF ASSETS & LIABILITIES
MAXUS LAUREATE FUND
DECEMBER 31, 1999
<TABLE>
<CAPTION>

<S> <C>
ASSETS:
Investment Securities at Market Value $ 34,122,093
(Identified Cost - $25,331,648)
Receivables:
Receivable for investment securities sold 841,227
Receivable for capital gains from Mutual Funds 3,588
Dividends and interest receivable 153,446
Receivable for shareholder purchases 131,944
-----------
TOTAL ASSETS 35,252,298
-----------

LIABILITIES:
Payable for investment securities purchased 320,055
Payable to custodian bank 1,265,562
Payable for shareholder redemptions 38,396
Accrued Expenses 74,201
-----------
TOTAL LIABILITIES 1,698,214
-----------
NET ASSETS $ 33,554,084
===========
NET ASSETS CONSIST OF:
Capital Paid In 24,760,583
Accumulated undistributed realized gain/loss on investments 3,056
Unrealized Appreciation in Value
of Investments Based on Identified Cost - Net 8,790,445
-----------
NET ASSETS 33,554,084
===========
Net Assets:
Investors Shares 32,324,451
Institutional Shares 1,229,633
-----------
Total 33,554,084
===========
Shares of capital stock
Investors Shares 1,684,679
Institutional Shares 63,705
-----------
Total 1,748,384
===========

Net asset value per share $ 19.19
Investors Shares -----------
$ 19.30
Institutional Shares -----------

</TABLE>

-15-

<PAGE> 57

STATEMENT OF OPERATIONS
MAXUS LAUREATE FUND
DECEMBER 31, 1999
<TABLE>
<CAPTION>

<S> <C>

INVESTMENT INCOME:
Dividend income $ 170,007
Interest income 89,605
------------
TOTAL INCOME 259,612
------------
EXPENSES:
Investment advisory fees (Note 2) 179,888
Distribution fees (Investor shares) 89,104
Distribution fees (Institutional shares) -
Transfer agent fees/Accounting and Pricing 30,281
Audit 10,000
Custodial fees 9,847
Registration and filing fees 8,692
Legal 7,294
Trustee fees 3,000
Printing & Other Miscellaneous 9,524
------------
TOTAL EXPENSES 347,630

Net Investment Income (Loss) (88,018)

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Realized Gain (Loss) on Investments 691,830
Distribution of Realized Capital Gains from other Investment Companies 774,010
Unrealized Gain (Loss) from Appreciation (Depreciation) on Investments 7,654,002
------------
Net Realized and Unrealized Gain (Loss) on Investments 9,119,842
------------

$ 9,031,824
Net Increase (Decrease) in Net Assets from Operations ============

</TABLE>

-16-
<PAGE> 58

STATEMENT OF CHANGES IN NET ASSETS
MAXUS LAUREATE FUND
DECEMBER 31, 1999
<TABLE>
<CAPTION>

MAXUS LAUREATE FUND
01/01/99 01/01/98
TO TO
12/31/99 12/31/98
-------- --------
<S> <C> <C>
FROM OPERATIONS:
Net Investment Income $ (88,018) $ (52,762)
Net Realized Gain (Loss) on Investments 1,465,840 468,275
Net Unrealized Appreciation (Depreciation) 7,654,002 1,125,684
--------- ---------
Increase (Decrease) in Net Assets from 9,031,824 1,541,197
--------- ---------
Operations

DISTRIBUTIONS TO INVESTOR SHAREHOLDERS:
Net Investment Income - -
Net Realized Gain (Loss) from Security
Transactions (1,325,042) (417,895)

DISTRIBUTIONS TO INSTITUTIONAL SHAREHOLDERS:
Net Investment Income - -
Net Realized Gain (Loss) from Security
Transactions (49,724) (463)
------- -----

Change in net assets from distributions (1,374,766) (418,358)
----------- --------
FROM CAPITAL SHARE INVESTOR TRANSACTIONS:
Proceeds from sale of shares 20,167,724 4,466,895
Dividend reinvestment 1,316,761 409,387
Cost of shares redeemed (4,743,183) (1,335,080)

FROM CAPITAL SHARE INSTITUTIONAL TRANSACTIONS:
Proceeds from sale of shares 1,037,951 8,323
Dividend reinvestment 49,724 464
Cost of shares redeemed (24) -
---------- ---------
Change in net assets from capital transactions 17,828,953 3,549,989
---------- ---------
Change in net assets 25,486,011 4,672,828

NET ASSETS:
Beginning of period 8,068,073 3,395,245
--------- ---------
End of period 33,554,084 8,068,073
========== =========
</TABLE>

-17-
<PAGE> 59

<S> <C> <C>
INVESTOR SHARE TRANSACTIONS:
Issued 1,297,316 359,049
Reinvested 70,228 30,744
Redeemed (289,429) (110,248)
--------- --------
Net increase (decrease) in shares 1,078,115 279,545
Shares outstanding beginning of period 606,564 327,019
--------- -------
Shares outstanding end of period 1,684,679 606,564
========= =======

INSTITUTIONAL SHARE TRANSACTIONS:
Issued 60,405 633
Reinvested 2,633 35
Redeemed (1) -
--------- -------
Net increase (decrease) in shares 63,037 668
Shares outstanding beginning of period 668 -
--------- -------
Shares outstanding end of period 63,705 668
========= =======
</TABLE>

-18-
<PAGE> 60

FINANCIAL HIGHLIGHTS
MAXUS LAUREATE FUND
<TABLE>
<CAPTION>

INVESTOR SHARES 01/01/99 01/01/98 01/01/97 01/01/96 01/01/95
TO TO TO TO TO
12/31/99 12/31/98 12/31/97 12/31/96 12/31/95
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net Asset Value -
Beginning of Period $ 13.29 $ 10.38 $ 10.82 $ 9.82 $ 9.62
Net Investment Income (0.07) (0.12) 0.52 (0.08) (0.19)
Net Gains or Losses on Securities
(realized and unrealized) 6.78 3.76 0.07 2.14 1.57
------- ------- ------ ------- -------
Total from Investment Operations 6.71 3.64 0.59 2.06 1.38
Distributions
Net investment income 0.00 0.00 (0.52) 0.00 0.00
Capital gains (0.81) (0.73) (0.51) (1.06) (1.18)
Return of capital 0.00 0.00 0.00 0.00 0.00
---- ---- ---- ---- ----
Total Distributions (0.81) (0.73) (1.03) (1.06) (1.18)
------ ------ ------ ------ ------
NET ASSET VALUE -
END OF PERIOD $ 19.19 $ 13.29 $ 10.38 $ 10.82 $ 9.82
======= ======= ======= ======= =====

Total Return 50.58% 35.14% 5.49% 21.03% 14.41%

RATIOS/SUPPLEMENTAL DATA:
Net Assets at end of period (thousands) 32,324 8,059 3,395 3,156 1,510
Ratio of expenses to average net assets 1.92% 2.63% 2.49% 3.92% 3.85%
Ratio of net income to average net -0.49% -1.10% 4.19% -0.73% -1.69%
assets
Portfolio turnover rate 1172% 2792% 1511% 1267% 1377%
</TABLE>

INSTITUTIONAL SHARES 01/01/99 2/1/98**
to to
12/31/99 12/31/98
-------- --------
<S> <C> <C>
Net Asset Value -
Beginning of Period $ 13.30 $ 10.38
Net Investment Income 0.03 (0.11)
Net Gains or Losses on Securities
(realized and unrealized) 6.78 3.76
------- -------
Total from Investment Operations 6.81 3.65
Distributions
Net investment income 0.00 0.00
Capital gains (0.81) (0.73)
Return of capital 0.00 0.00
---- ----
Total Distributions (0.81) (0.73)
------- -------
NET ASSET VALUE -
END OF PERIOD $ 19.30 $ 13.30
======= =======

Total Return 51.29% 35.24%

RATIOS/SUPPLEMENTAL DATA:
Net Assets at end of period (thousands) 1,230 9
Ratio of expenses to average net assets 1.42% 2.13%*
Ratio of net income to average net 0.01% -0.60%*
assets
Portfolio turnover rate 1172% 2792%*
</TABLE>

*annualized
**commencement of operations

-19-
<PAGE> 61

NOTES TO FINANCIAL STATEMENTS
MAXUS LAUREATE FUND
DECEMBER 31, 1999

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. Shares of the Fund are divided into two
classes, Investor shares and Institutional shares. Each share represents an
equal proportionate interest in the Fund with other shares of the same
class. Investor shares incur a distribution expense. 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.

OTHER
Generally accepted accounting principles require that permanent financial
reporting and tax differences relating to shareholder distributions be
reclassified to accumulated undistributed net realized gains.

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 two wholly owned subsidiaries which provide
services to the Fund. These subsidiaries are Maxus Asset Management Inc.
and Maxus Securities Corp. Maxus Asset Management was paid $179,888 in
investment advisory fees during the fiscal year ended December 31, 1999.

-20-
<PAGE> 62

The Fund has adopted a Distribution and Shareholder Servicing Plan pursuant
to Rule 12b-1 under the Investment Company Act of 1940. Maxus Securities
has served as the national distributor of the Fund's shares. The Fund has
entered into a distribution agreement to which the Fund pays Maxus
Securities a fee, accrued daily and payable monthly at an annual rate of
.50%, based on the average daily net assets for Investor class only. Maxus
Securities was reimbursed $89,104 for distribution expenses. Resource
Management, Inc. owns 49% of Mutual Shareholder Services. Mutual
Shareholder Services performs fund accounting and transfer agency services
for the Fund. Mutual Shareholder Services received fees totaling $30,281
for services rendered to the Fund for the fiscal year ending December 31,
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.

At December 31, 1999, both Resource Management and 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 December 31, 1999 an indefinite number of shares of capital stock ($.10
par value) were authorized, and paid-in capital amounted to $24,760,583.

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 fiscal year ending December 31, 1999 purchases and sales of
investment securities other than U.S. Government obligations and short-term
investments aggregated $195,870,642 and $180,600,501 respectively.

6.)SECURITY TRANSACTIONS
For Federal income tax purposes, the cost of investments owned at December
31, 1999 was the same as identified cost.

At December 31, 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)
------------ -------------- -------------------------------
9,896,795 (1,106,350) 8,790,445

-21-
<PAGE> 63

APPENDIX A

DESCRIPTION OF VARIOUS STRATEGIES (AND RELATED RISKS)
EMPLOYED BY
FUNDS IN WHICH THE FUND MAY INVEST

As described in this Statement of Additional Information under
"Investments and Risks," the Fund may invest in the shares of open-end
investment companies (or "mutual funds"). These mutual funds (referred to in
this Appendix as "underlying funds") may incur certain risks which are described
in this Appendix A.

FOREIGN SECURITIES

An underlying fund may invest up to 100% of its assets in securities of
foreign issuers. Investments in foreign securities involve risks relating to
political and economic developments abroad as well as those that may result from
the differences between the regulation to which U.S. issuers are subject and
that applicable to foreign issuers. These risks may include expropriation,
confiscatory taxation, withholding taxes on dividends and interest, limitations
on the use or transfer of an underlying fund's assets and political or social
instability or diplomatic developments.

Individual foreign economies may differ favorably or unfavorably from
the U.S. economy in such respects as growth of gross national product, rate of
inflation, capital reinvestment, resource self-sufficiency and balance of
payments position. Securities of many foreign companies may be less liquid and
their prices more volatile than securities of comparable U.S. companies.
Moreover, the underlying funds generally calculate their net asset values and
complete orders to purchase, exchange or redeem shares only on days when the New
York Stock Exchange is open. However, foreign securities in which the underlying
funds may invest may be listed primarily on foreign stock exchanges that may
trade on other days (such as U.S. holidays and weekends). As a result, the net
asset value of an underlying fund's portfolio may be significantly affected by
such trading on days when the Adviser does not have access to the underlying
funds and shareholders do not have access to the Fund.

Additionally, because foreign securities ordinarily are denominated in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect an underlying fund's net asset value, the value of dividends
and interest earned, gains and losses realized on the sale of securities and net
investment income and capital gain, if any, to be distributed to shareholders by
the underlying fund. If the value of a foreign currency rises against the U.S.
dollar, the value of the underlying fund's assets denominated in that currency
will increase; correspondingly, if the value of a foreign currency declines
against the U.S. dollar, the value of the underlying fund's assets denominated
in that currency will decrease. The exchange rates between the U.S. dollar and
other currencies are determined by supply and demand in the currency exchange
markets, international balance of payments, governmental intervention,
speculation and other economic and political conditions. The costs attributable
to foreign investment that an underlying fund must bear frequently are higher
than those attributable to domestic investing. For example, the costs of
maintaining custody of foreign securities exceed custodian costs relating to
domestic securities.

FOREIGN CURRENCY TRANSACTIONS

In connection with its portfolio transactions in securities traded in a foreign
currency, an underlying fund may enter into forward contracts to purchase or
sell an agreed upon amount of a specific currency at a future date that may be
any fixed number of days from the date of the contract agreed upon by the
parties at a price set at the time of the contract. Under such an arrangement,
concurrently with the entry into a contract to acquire a foreign security for a
specified amount of currency, the fund would purchase with U.S. dollars the
required amount of foreign currency for delivery at the settlement date of the
purchase; the fund would enter into similar forward currency transactions in
connection with the sale of foreign securities. The effect of such transactions
would be to fix a U.S. dollar price for the security to protect against a
possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the subject foreign currency during the period between the date
the security purchased or sold and the date on which payment is made or
received, the normal range of which is three to fourteen days. These contracts
are traded in the interbank market conducted directly between currency traders
(usually large commercial banks) and their customers. A forward contract
generally has no deposit requirement, and no commissions are charged at any
stage for trades. Although such contracts tend to minimize the risk of loss due
to a decline in the value of the subject

-22-
<PAGE> 64

currency, they tend to limit commensurately any potential gain that might result
should the value of such currency increase during the contract period.

HIGH-YIELD SECURITIES

The Fund may, from time to time, invest in shares of underlying funds
which invest in lower-rated securities (rated BBB or lower by Standard & Poor's
Corporation Rating Service) or in unrated securities, when, in the view of the
Adviser, such investments are consistent with the Fund's investment objective.
Certain risk factors that investors should recognize as being associated with
the Adviser's discretion to invest in such underlying funds are set forth below.

In general, when interest rates decline, the value of fixed income securities
can be expected to rise. Conversely, when interest rates rise, the value of
fixed income securities can be expected to decline. Prices of lower-rated
securities (also sometimes referred to as "high-yield" securities) have been
found to be less sensitive to interest rate changes than higher-rated
investments, but more sensitive to adverse economic changes or individual
corporate developments. In addition, periods of economic uncertainty and changes
can be expected to result in increased volatility of market prices of
lower-rated securities.

The values of lower-rated securities tend to reflect individual corporate
developments to a greater extent than higher-rated securities, which react
primarily to fluctuations in the general level of interest rates. Further,
securities rated BB or lower by Standard & Poor's are below investment grade and
are considered, on balance, to be predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the terms of the
obligation and will generally involve more credit risk than securities in the
higher rating categories. In some cases, such securities are subordinated to the
prior payment of senior indebtedness, thus potentially limiting the underlying
fund's ability to receive payments when senior securities are in default or to
recover full principal. Many issuers of lower-rated corporate debt securities
are substantially leveraged, which may impair their ability to meet debt service
obligations. Also, during an economic downturn or substantial period of rising
interest rates, highly leveraged issuers may experience financial stress which
would adversely affect their ability to service their principal and interest
payment obligations, to meet projected business goals, and to obtain additional
financing. Upon any default, the underlying fund may incur additional expenses
to the extent it is required to seek recovery of the payment of principal or
interest on the relevant portfolio holding.

In addition, lower-rated securities may tend to trade in markets that are
relatively less liquid than the market for higher rated securities. It is thus
possible that the underlying fund's ability to dispose of such securities, when
its investment adviser deems it desirable to do so, may be limited. The lack of
a liquid secondary market may also have an adverse impact on market price and
the underlying fund's ability to dispose of particular issues when necessary to
meet the underlying fund's liquidity needs or in response to a specific economic
event, such as a deterioration in the creditworthiness of the issuer. In
addition, a less liquid market may interfere with the ability of the underlying
fund to accurately value lower-rated securities and, consequently, value the
fund's assets. Furthermore, adverse publicity and investor perceptions, whether
or not based on fundamental analysis, may decrease the values and liquidity of
lower-rated securities, especially in a thinly-traded market.

The market for "high yield" fixed-income securities has not weathered a major
economic recession and it is unknown what effect a recession might have on such
securities. It is likely, however, that any such recession could severely
disrupt the market for such securities and may have an adverse impact on the
value of such securities. In addition, it is likely that any such economic
downturn would adversely affect the ability of the issuers of such securities to
repay principal and pay interest thereon.

Standard & Poor's Corporation ("S&P") is a private service that provides rates
of the credit quality of debt obligations. A description of ratings assigned to
commercial paper and corporate debt obligations by S&P can be found in Appendix
A to this Prospectus. These ratings represent S&P's opinion as to the quality of
the securities that they undertake to rate. It should be emphasized, however,
that ratings are general and are not absolute standards of quality.
Consequently, securities with the same maturity, interest rate and rating may
have different market prices. Subsequent to its purchase by an underlying fund,
an issue of securities may cease to be rated or its ratings may be reduced below
the minimum rating required for purchase by an underlying fund.

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<PAGE> 65

CONVERTIBLE PREFERRED STOCKS AND DEBT SECURITIES

Certain preferred stocks and debt securities that may be held by an underlying
fund have conversion features allowing the holder to convert securities into
another specified security (usually common stock) of the same issuer at a
specified conversion ratio (e.g., two shares of preferred for one share of
common stock) at some specified future date or period. The market value of
convertible securities generally includes a premium that reflects the conversion
right. That premium may be negligible or substantial. To the extent that any
preferred stock or debt security remains unconverted after the expiration of the
conversion period, the market value will fall to the extent represented by that
premium. Illiquid Securities

An underlying fund may invest in securities for which no readily available
market exists ("illiquid securities") or securities the disposition of which
would be subject to legal restrictions (so-called "restricted securities") and
repurchase agreements maturing in more than seven days. A considerable period
may elapse between an underlying fund's decision to sell securities and the time
when the fund is able to sell such securities. If, during such a period, adverse
market conditions were to develop, the underlying fund might obtain a less
favorable price than prevailed when it decided to sell.

INDUSTRY CONCENTRATION

An underlying fund may concentrate its investments within one industry.
Because the scope of investment alternatives within an industry is limited, the
value of the shares of such an underlying fund may be subject to greater market
fluctuation than an investment in a fund that invests in a broader range of
securities.

OPTION ACTIVITIES

An underlying fund may write (i.e., sell) call options ("calls") if the
calls are "covered" throughout the life of the option. A call is "covered" if
the fund owns the optioned securities. When a fund writes a call, it receives a
premium and gives the purchaser the right to buy the underlying security at any
time during the call period (usually not more than nine months in the case of
common stock) at a fixed exercise price regardless of market price changes
during the call period. If the call is exercised, the fund will forego any gain
from an increase in the market price of the underlying security over the
exercise price.

An underlying fund may purchase a call on securities only to effect a
"closing transaction," which is the purchase of a call covering the same
underlying security and having the same exercise price and expiration date as a
call previously written by the fund on which it wishes to terminate its
obligation. If the fund is unable to effect a closing transaction, it will not
be able to sell the underlying security until the call previously written by the
fund expires (or until the call is exercised and the fund delivers the
underlying security).

An underlying fund also may write and purchase put options ("puts"). When a fund
writes a put, it receives a premium and gives the purchaser of the put the right
to sell the underlying security to the fund at the exercise price at any time
during the option period. When a fund purchases a put, it pays a premium in
return for the right to sell the underlying security at the exercise price at
any time during the option period. An underlying fund also may purchase stock
index puts, which differ from puts on individual securities in that they are
settled in cash based on the values of the securities in the underlying index
rather than by delivery of the underlying securities. Purchase of a stock index
put is designed to protect against a decline in the value of the portfolio
generally rather than an individual security in the portfolio. If any put is not
exercised or sold, it will become worthless on its expiration date.

An underlying fund's option positions may be closed out only on an exchange that
provides a secondary market for options of the same series, but there can be no
assurance that a liquid secondary market will exist at any given time for any
particular option. In this regard, trading in options on certain securities
(such as U.S. Government securities) is relatively new, so that it is impossible
to predict to what extent liquid markets will develop or continue.

An underlying fund's custodian, or a securities depository acting for
it, generally acts as escrow agent as to the securities on which the fund has
written puts or calls, or as to other securities acceptable for such escrow so
that no margin deposit is required of the fund. Until the underlying securities
are released from escrow, they cannot be sold by the fund.

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<PAGE> 66

In the event of a shortage of the underlying securities deliverable on
exercise of an option, the Options Clearing Corporation ("OCC") has the
authority to permit other, generally comparable securities to be delivered in
fulfillment of option exercise obligations. If the OCC exercises its
discretionary authority to allow such other securities to be delivered, it may
also adjust the exercise prices of the affected options by setting different
prices at which otherwise ineligible securities may be delivered. As an
alternative to permitting such substitute deliveries, the OCC may impose special
exercise settlement procedures.

FUTURES CONTRACTS

An underlying fund may enter into futures contracts for the purchase or sale
of debt securities and stock indexes. A futures contract is an agreement between
two parties to buy and sell a security or an index for a set price on a future
date. Futures contracts are traded on designated "contract markets" that,
through their clearing corporation, guarantee performance of the contracts.

Generally, if market interest rates increase, the value of outstanding debt
securities declines (and vice versa). Entering into a futures contract for the
sale of debt securities has an effect similar to the actual sale of securities,
although sale of the futures contract might be accomplished more easily and
quickly. For example, if an underlying fund holds long-term U.S. Government
securities and it anticipates a rise in long-term interest rates (and therefore
a decline in the value of those securities), it could, in lieu of disposing of
those securities, enter into futures contracts for the sale of similar long-term
securities. If rates thereafter increase and the value of the fund's portfolio
securities thus declines, the value of the fund's futures contracts would
increase, thereby protecting the fund by preventing the net asset value from
declining as much as it otherwise would have. Similarly, entering into futures
contracts for the purchase of debt securities has an effect similar to the
actual purchase of the underlying securities, but permits the continued holding
of securities other than the underlying securities. For example, if an
underlying fund expects long-term interest rates to decline, it might enter into
futures contracts for the purchase of long-term securities so that it could gain
rapid market exposure that may offset anticipated increases in the cost of
securities it intends to purchase while continuing to hold higher-yield
short-term securities or waiting for the long-term market to stabilize.

A stock index futures contract may be used to hedge an underlying fund's
portfolio with regard to market risk as distinguished from risk relating to a
specific security. A stock index futures contract does not require the physical
delivery of securities, but merely provides for profits and losses resulting
from changes in the market value of the contract to be credited or debited at
the close of each trading day to the respective accounts of the parties to the
contract. On the contract's expiration date, a final cash settlement occurs.
Changes in the market value of a particular stock index futures contract reflect
changes in the specified index of equity securities on which the contract is
based.

There are several risks in connection with the use of futures contracts. In
the event of an imperfect correlation between the futures contract and the
portfolio position that is intended to be protected, the desired protection may
not be obtained and the fund may be exposed to risk of loss. Further,
unanticipated changes in interest rates or stock price movements may result in a
poorer overall performance for the fund than if it had not entered into futures
contracts on debt securities or stock indexes.

In addition, the market price of futures contracts may be affected by certain
factors. First, all participants in the futures market are subject to margin
deposit and maintenance requirements. Rather than meeting additional margin
deposit requirements, investors may close futures contracts through offsetting
transactions that could distort the normal relationship between the securities
and futures markets. Second, from the point of view of speculators, the deposit
requirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market may also cause temporary price distortions.

Finally, positions in futures contracts may be closed out only on an exchange
or board of trade that provides a secondary market for such futures. There is no
assurance that a liquid secondary market on an exchange or board of trade will
exist at any particular time.

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<PAGE> 67

OPTIONS ON FUTURES CONTRACTS

An underlying fund may purchase and write (sell) put and call options on
futures contracts. An option on a futures contract gives the purchaser the
right, in return for the premium paid, to assume a position in a futures
contract (a long position if the option is a call and a short position if the
option is a put), at a specified exercise price at any time during the option
period. When an option on a futures contract is exercised, delivery of the
futures position is accompanied by cash representing the difference between the
current market price of the futures contract and the exercise price of the
option. A fund may purchase put options on futures contracts in lieu of, and for
the same purpose as, a sale of a futures contract. It also may purchase such put
options in order to hedge a long position in the underlying futures contract in
the same manner as it purchases "protective puts" on securities.

As with options on securities, the holder of an option on a futures contract
may terminate its position by selling an option of the same series. There is no
guarantee that such closing transactions can be effected. An underlying fund is
required to deposit initial margin and variation margin with respect to put and
call options on futures contracts written by it pursuant to brokers'
requirements similar to those applicable to futures contracts described above
and, in addition, net option premiums received will be included as initial
margin deposits.

In addition to the risks that apply to all options transactions, there are
several special risks relating to options on futures contracts. The ability to
establish and close out positions on such options will be subject to the
development and maintenance of a liquid secondary market. There can be no
certainty that liquid secondary markets for all options on futures contracts
will develop. Compared to the use of futures contracts, the purchase of options
on futures contracts involves less potential risk to an underlying fund because
the maximum amount of risk is the premium paid for the options (plus transaction
costs). However, there may be circumstances when the use of an option on a
futures contract would result in a loss to the fund when the use of a futures
contract would not, such as when there is no movement in the prices of the
underlying securities. Writing an option on a futures contract involves risks
similar to those arising in the sale of futures contracts, as described above.

SHORT SALES

An underlying fund may sell securities short. In a short sale, the fund sells
securities that it does not own, making delivery with securities "borrowed" from
a broker. The fund is then obligated to replace the borrowed securities by
purchasing them at the market price at the time of replacement. This price may
or may not be less than the price at which the securities were sold by the fund.
Until the securities are replaced, the fund is required to pay to the lender any
dividends or interest that accrue during the period of the loan. In order to
borrow the securities, the fund may also have to pay a premium that would
increase the cost of the securities sold. The proceeds of the short sale will be
retained by the broker, to the extent necessary to meet margin requirements,
until the short position is closed out.

The fund also must deposit in a segregated account an amount of cash or U.S.
Government securities equal to the difference between (a) the market value of
the securities sold short at the time they were sold short and (b) the value of
the collateral deposited with the broker in connection with the sale (not
including the proceeds from the short sale). Each day the short position is
open, the fund must maintain the segregated account at such a level that the
amount deposited in it plus the amount deposited with the broker as collateral
(1) equals the current market value of the securities sold short and (2) is not
less than the market value of the securities at the time they were sold short.
Depending upon market conditions, up to 80% of the value of a fund's net assets
may be deposited as collateral for the obligation to replace securities borrowed
to effect short sales and allocated to a segregated account in connection with
short sales.

An underlying fund will incur a loss as a result of a short sale if the price
of the security increases between the date of the short sale and the date on
which the fund replaces the borrowed security. The fund will realize a gain if
the security declines in price between those dates. The amounts of any gain will
be decreased and the amount of any loss in creased by the amount of any premium,
dividends or interest the fund may be required to pay in connection with the
short sale.

A short sale is "against the box" if at all times when the short position is
open the fund owns an equal amount of the securities or securities convertible
into, or exchangeable without further consideration for, securities of the same
issue as the securities sold short. Such a transaction serves to defer a gain or
loss for federal income tax purposes.

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<PAGE> 68

WARRANTS

An underlying fund may invest in warrants, which are options to purchase a
specified security, usually an equity security such as common stock, at a
specified price (usually representing a premium over the applicable market value
of the underlying equity security at the time of the warrant's issuance) and
usually during a specified period of time. Moreover, they are usually issued by
the issuer of the security to which they relate. While warrants may be traded,
there is often no secondary market for them. The prices of the warrants do not
necessarily move parallel to the prices of the underlying securities. Holders of
warrants have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer. To the extent that the market value of the
security that may be purchased upon exercise of the warrant rises above the
exercise price, the value of the warrant will tend to rise. To the extent that
the exercise price equals or exceeds the market value of such security, the
warrant is not exercised within the specified time period, it will become
worthless and the fund will lose the purchase price paid for the warrant and the
right to purchase the underlying security.

MASTER DEMAND NOTES

Although the Fund itself will not do so, underlying funds (particularly money
market mutual funds) may invest up to 100% of their assets in master demand
notes. Master demand notes are unsecured obligations of U.S. corporations
redeemable upon notice that permit investment by a fund of fluctuating amounts
at varying rates of interest pursuant to direct arrangements between the fund
and the issuing corporation. Because they are direct arrangements between the
fund and the issuing corporation, there is no secondary market for the notes.
However, they are redeemable at face value, plus accrued interest, at any time.

REPURCHASE AGREEMENTS

Underlying funds, particularly money market funds, may enter into repurchase
agreements with banks and broker-dealers under which they acquire securities
subject to an agreement with the seller to repurchase the securities at an
agreed upon time and price. These agreements are considered under the Investment
Company Act of 1940 to be loans by the purchaser collateralized by the
underlying securities. If the seller should default on its obligation to
repurchase the securities, the underlying fund may experience delay or
difficulties in exercising its rights to realize upon the securities held as
collateral and might incur a loss if the value of the securities should decline.

LOANS OF PORTFOLIO SECURITIES

An underlying fund may lend its portfolio securities provided: (1) the loan
is secured continuously by collateral of U.S. Government securities or cash or
cash equivalents maintained on a daily mark-to-market basis in an amount at
least equal to the current market value of the securities loaned; (2) the fund
may at any time call the loan and obtain the return of the securities loaned;
(3) the fund will receive any interest or dividends paid on the loaned
securities; and (4) the aggregate market value of securities loaned will not at
any time exceed one-third of the total assets of the fund. Loans of securities
involve a risk that the borrower may fail to return the securities or may fail
to provide additional collateral.

HEDGING

An underlying fund may employ many of the investment techniques described in
this section not only for investment purposes, but also for hedging purposes.
For example, an underlying fund may purchase or sell put and call options on
common stocks to hedge against movements in individual common stock prices, or
purchase and sell stock index futures and related options to hedge against
marketwide movements in common stock prices. Although such hedging techniques
generally tend to minimize the risk of loss that is hedged against, they also
may limit commensurately the potential gain that might have resulted had the
hedging transaction not occurred. Also, the desired protection generally
resulting from hedging transactions may not always be achieved.

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<PAGE> 69

An underlying fund may borrow up to 25% of the value of its net assets on an
unsecured basis from banks to increase its holdings of portfolio securities.
Under the Investment Company Act of 1940, the fund is required to maintain
continuous asset coverage of 300% with respect to such borrowings and to sell
(within three days) sufficient portfolio holdings to restore such coverage if it
should decline to less than 300% due to market fluctuations or otherwise, even
if disadvantageous from an investment standpoint. Leveraging will exaggerate the
effect of any increase or decrease in value of portfolio securities on the
fund's net asset value, and money borrowed will be subject to interest costs
(which may include commitment fees and/or the cost of maintaining minimum
average balances) which may or may not exceed the interest and option premiums
received from the securities purchased with borrowed funds.

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<PAGE> 70

PART C

OTHER INFORMATION

Item 23. Exhibits.

Exhibit
NUMBER DESCRIPTION

a Amended and Restated Declaration of Trust. (1)

b Amended and Restated By-Laws. (1)

c None.

d Investment Advisory and Administration Agreement.(2)

e Distribution Agreement. (1)

f None.

g Custody Agreement. (3)

h(1) Administration Agreement. (1)

h(2) Accounting Services Agreement. (1)

i Opinion and consent. (4)

j Consent of Independent Auditors.

k None.

l Subscription Agreement between the Fund and Resource
Management Inc. (2)

m Distribution and Shareholder Servicing Plan. (1)

n Rule 18f-3 Plan*

p Code of Ethics

q Financial Data Schedule

(1) Incorporated by reference to the corresponding exhibit to Post-Effective
Amendment No. 6 to Registration Statement No. 33-58514.

(2) Incorporated by reference to the corresponding exhibit to Registration
Statement No. 33-58514.

(3) Incorporated by reference to the corresponding exhibit to Post-Effective
Amendment No. 5 to Registration Statement No. 33-58514.

(4) Incorporated by reference to the corresponding exhibit to Pre-Effective
Amendment No. 1 to Registration Statement No. 33-53514.

* To be filed by Amendment

<PAGE> 71

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

The Fund, together with Maxus Income Fund, Maxus Equity Fund
and MaxFund Trust (three other investment companies), may be
deemed to be under common control on the basis of the fact
that all officers and Trustees of the Fund are also officers
and Trustees of the other three funds.

In addition, the Fund and Resource Management Inc. (together
with its subsidiaries, MAM and MSC) may be deemed to be under
common control of Richard A. Barone, the Chairman of the Fund
and the President and controlling shareholder of Resource
Management Inc.

Item 25. INDEMNIFICATION

Reference is made to Article VIII of the Registrant's Amended and
Restated Declaration of Trust filed as Exhibit a. The application of
these provisions is limited by Article 10 of the Registrant's Amended
and Restated By-laws filed as Exhibit b and by the following
undertaking set forth in the rules promulgated by the Securities and
Exchange Commission:

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to trustees, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in such Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a trustee, officer or controlling
person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee,
officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in such Act and will be
governed by the final adjudication of such issue.

Item 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER.

The directors of Maxus Asset Management, Inc. ("MAM") are
Richard A. Barone, N. Lee Dietrich and Sanford A. Fox. The
business and employment of Mr. Barone is described in the
Statement of Additional Information under "Management of the
Fund." Mr. Dietrich is retired and Dr. Fox is an endodontist
in private practice.

The officers of MAM are Mr. Barone and Robert W. Curtin. The
employment of Mr. Curtin is described in the Statement of
Additional Information under "Management of the Fund."

Item 27. PRINCIPAL UNDERWRITERS.

(a) Maxus Securities Corp, the distributor for the Fund, also
distributes securities for Maxus Income Fund, Maxus Equity Fund and
MaxFund Trust.

(b) The following information is provided with respect to each
director and officer of Maxus Securities Corp:
<TABLE>
<CAPTION>

Name and Principal Position & Offices Position & Offices
Business Address With Underwriter With Registrant
---------------- ---------------- ---------------
<S> <C> <C>
Richard A. Barone President, Treasurer and Director Chairman, Treasurer and a Trustee
The Tower at Erieview
36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114

Robert W. Curtin Senior Vice President and Secretary
The Tower at Erieview Secretary
36th Floor
1301 East Ninth Street
Cleveland, Ohio 44114
</TABLE>

-C-2-

<PAGE> 72

Item 28. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books and documents required to be maintained by
the Registrant pursuant to Section 31(a) of the Investment
Company Act of 1940 and Rules 31a-1 through 31a-3 thereunder
are maintained at the office of the Registrant and the
Transfer Agent at The Tower at Erieview, 10th Floor, 1301 East
Ninth Street, Cleveland, Ohio 44114, except that all records
relating to the activities of the Fund's Custodian are
maintained at the office of the Custodian, Firstar, N.A., 425
Walnut Street, Cincinnati, Ohio 45201.

Item 29. MANAGEMENT SERVICES.

Not Applicable.

Item 30. UNDERTAKINGS.

Not Applicable.

-C-3-
<PAGE> 73

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 27th day of
April, 2000.

MAXUS LAUREATE FUND

By: /s/ Richard A. Barone
----------------------------------
Richard A. Barone, Chairman

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Richard A. Barone
- -----------------------
Richard A. Barone Chairman, Treasurer April 27, 2000
and Trustee (Principal
Executive Officer,
Financial Officer and
Accounting Officer)
/s/ Raj Aggarwal
- -----------------------
Raj Aggarwal Trustee April 27, 2000

/s/ Denis J. Amato
- -----------------------
Denis J. Amato Trustee April 27, 2000

/s/ Kent W. Clapp
- -----------------------
Kent W. Clapp Trustee April 27, 2000

/s/ Robert H. Fritz
- -----------------------
Robert H. Fritz Trustee April 27, 2000

/s/ Steven M. Kasarnich
- -----------------------
Steven M. Kasarnich Trustee April 27, 2000

/s/ Burton D. Morgan
- -----------------------
Burton D. Morgan Trustee April 27, 2000

/s/ Michael A. Rossi
- -----------------------
Michael A. Rossi Trustee April 27, 2000

/s/ Joseph H. Smith
- -----------------------
Joseph H. Smith Trustee April 27, 2000

-C-4-

<PAGE> 1

EXHIBIT J

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use in this
Post-effective Amendment No. 8 to the Registration Statement for Maxus
Laureate Fund of all references to our firm included in or made a part of this
Amendment.

/s/ McCurdy & Associates CPA's, Inc.
- --------------------------------------
McCurdy & Associates CPA's, Inc.
April 27, 2000

<PAGE> 1

Exhibit P

MAXUS FUND CODE OF ETHICS
SECTION I - DEFINITIONS

(a) "Fund" means Maxus Income Fund, Maxus Equity Fund, Maxus Laureate Fund and
MaxFund Trust.

(b) "Access person" means any director, officer, general partner, or advisory
person of the Fund and their immediate family.

(1) Immediate family is defined as parents, children, spouse, yourself and
anyone for whom you have financial responsibility (i.e., claim as
dependent on Income Tax return and the IRA accounts thereof).

(2) Exception, if the immediate family member has a managed account and
the account is managed in the same manner as other such accounts.

(c) "Advisory person" means (i) any employee of the Fund or of any company in
a control relationship to the Fund, who, in connection with his regular
functions or duties, makes, participates in, or obtains information
regarding the purchase or sale of a security by the Fund, or whose
functions relate to the making of any recommendations with respect to
such purchases or sales; and (ii) any natural person in a control
relationship the Fund who obtains information concerning recommendations
made to the fund with regard to the purchase or sale of a security.

(d) A security is "being considered for purchase or sale" when a recommendation
to purchase or sell a security has been made and communicated and, with
respect to the person making the recommendation, when such person seriously
considers making such a recommendation.

(e) "Beneficial ownership" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section
16 of the Securities Exchange Act of 1934 and the rules and regulations
thereunder, except that the determination of direct or indirect beneficial
ownership shall apply to all securities which an access person has or
acquires.

(f) "Control" shall have the same meaning as that set forth in Section 2(a)
(9) of the Investment Company Act.

(g) "Disinterested director" means a director of the Fund Who is not an
"interested person" of the Fund within the meaning of Section 2(a) (9) of
the Investment Company Act.

<PAGE> 2

(h) "Security" shall have the meaning set forth in Section 2(a) (36) of the
Investment Company Act, except that it shall not include shares of
registered open-end investment companies, securities issued by the
Government of the United States, short term debt securities which are
"government securities" within the meaning of Section 2(a) (16) of the
Investment Company Act, bankers' acceptances, bank certificates of deposit,
commercial paper. Corp Bonds (non-convertible) rated "A" or better with
$100 million or more in original issue and non-convertible preferred stocks
rated "A" or better with R100 million or more in the original issue.

SECTION II - EXEMPTED TRANSACTIONS

The prohibitions of Section III of this Code shall not apply to:

(a) Purchases or sales effected in any account over which the access person has
no direct or indirect influence of control.

(b) Purchases or sales which are nonvolitional on the part of either the access
person or the Fund.

(d) Purchases effected upon the exercise of rights issued by an issuer PRO RATA
to all holders of a class of its securities, to the extent such rights were
acquired from such issuer, and sales of such rights so acquired.

SECTION III - PROHIBITED PURCHASES AND SALE

No access person shall purchase of sell, directly or indirectly, any security in
which he has, or by reason of such transaction acquires, any direct or indirect
beneficial ownership and which to his actual knowledge at the time of such
purchase or sale:

(a) is being considered for purchase or sale by the Fund managed Accounts.

(b) is being purchased or sold by the Fund or managed accounts

SECTION IV - THE FOLLOWING ARE THE PROCEDURES TO BE FOLLOWED WHEN ENTERING
ORDERS.

A. STOCK ON HELD SECURITIES LIST - Orders placed by Money Managers or other
registered reps in the office.

a. FOR MANAGED ACCOUNTS
1. Ask if one of the Funds is buying. If so, funds come first.
2. Simply enter orders.

b. FOR UNMANAGED CLIENT ACCOUNTS
1. Orders go the end of the line for that day.
2. No approval needed.
3. If entered at market and does not push up price - cannot put in
more than amount offered at offer price.

<PAGE> 3

c. FOR PERSONAL ACCOUNTS
1. Must be approved by Richard Barone or Bob Curtin and mentioned at
next Investment Committee meeting.
2. Must check with Money manager who put stock on list.
3. Order fills after all other market orders.
4. If entered at market and does not push up price - cannot put in
more than amount offered at offer price.
5. Securities must be held for 90 days or sold only prior to 90 days
if all managed accounts sell same security.

B. STOCKS ON WATCH SECURITIES LIST - For orders placed by Money Managers or
other registered reps in the office.

a. FOR MANAGED ACCOUNTS
1. If not buying for Funds, check Manager who put mane on list.
2. No approval necessary.
3. First purchase moves security to Held List.

b. FOR UNMANAGED ACCOUNTS
1. Check with Manager who put stock on list.
2. No approval necessary.
3. Order fills according to ticket instructions.

c. FOR PERSONAL ACCOUNTS
1. Must get approval of Money Manager who put security on list.
2. Must get second approval of Richard Barone or Bob Curtin.

C. PERSONAL ACCOUNTS - For all purchases other than exempted securities.

a. All tickets must be approved by Richard Barone or Bob Curtin.

b. All securities must be for "Investment Purposes Only,"and must be held
for a minimum of 90 days unless it meets conditions described below.

c. A security may be sold prior to 90 days only if all managed accounts
have sold the security first. If security is held in even one managed
account, it cannot be sold from a personal account without additional
approval of Richard Barone or Bob Curtin.

d. All personal tickets must be given to the Supervisor of Operation so
that she can make sure all managed clients are filled before personal
ticket is entered.

<PAGE> 4

SECTION IV - REPORTING

(a) Every access person shall report to the Fund the information described in
Section 4(c) of this Code with respect to transactions in any security in
which such access person has, or by reason of such transaction acquires,
any direct or indirect beneficial ownership in the security; provided,
however, that an access person shall not be required to make a report with
respect to transactions effected for any account over which such person
does not have any direct or indirect influence.

(b) A disinterested director of the Fund need only report a transaction in a
security if such director, at the time of that transaction, knew or, in the
ordinary course of fulfilling his official duties as a director of the
Fund, should have known that, during the 15-day period immediately
preceding the date of the transaction by the director, such security was
purchased or sold by the Fund or was being considered by the Fund or its
investment adviser for purchase of sale by the Fund.

(c) Every report shall be made not later than 10 BUSINESS DAYS after the end of
the calendar quarter in which the transaction to which the report relates
was effected, and shall contain the following information:

(h) The date of the transaction, the title and the number of shares, and
the principal amount of each security involved.
(ii) The nature of the transaction (i.e., purchase, sale or any other type
of acquisition or disposition);
(iii) The price at which the transaction was effected; and,
(iv) The name of the broker, dealer or bank with or through whom the
transaction was effected.

(d) Any such report may contain a statement that the report shall not be
construed as an admission by the person making such report that he has any
direct or indirect beneficial ownership in the security to which the report
relates.

SECTION V - SANCTIONS

Upon discovering a violation of this Code, the board of directors of the fund
may impose such sanctions as it deems appropriate, including, INTER ALIA, a
letter of censure or suspension or termination of the employment of the
violator.

<PAGE> 1
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] INVESTOR SHARES
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] DEC-31-1999
[INVESTMENTS-AT-COST] 25,311,648
[INVESTMENTS-AT-VALUE] 34,122,093
[RECEIVABLES] 1,130,205
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 35,252,298
[PAYABLE-FOR-SECURITIES] 320,055
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1,378,159
[TOTAL-LIABILITIES] 1,698,214
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 24,760,583
[SHARES-COMMON-STOCK] 1,684,679
[SHARES-COMMON-PRIOR] 606,564
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 3,056
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 8,790,445
[NET-ASSETS] 32,324,451
[DIVIDEND-INCOME] 170,007
[INTEREST-INCOME] 89,605
[OTHER-INCOME] 0
[EXPENSES-NET] 347,630
[NET-INVESTMENT-INCOME] (88,018)
[REALIZED-GAINS-CURRENT] 691,830
[APPREC-INCREASE-CURRENT] 7,654,002
[NET-CHANGE-FROM-OPS] 9,031,824
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] (1,275,318)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 19,129,773
[NUMBER-OF-SHARES-REDEEMED] (4,743,159)
[SHARES-REINVESTED] 1,267,037
[NET-CHANGE-IN-ASSETS] 25,486,011
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 179,888
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 347,630
[AVERAGE-NET-ASSETS] 18,067,987
[PER-SHARE-NAV-BEGIN] 13.29
[PER-SHARE-NII] (0.07)
[PER-SHARE-GAIN-APPREC] 6.78
[PER-SHARE-DIVIDEND] 0.00
[PER-SHARE-DISTRIBUTIONS] (0.81)
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 19.19
[EXPENSE-RATIO] 1.92
</TABLE>
<PAGE> 2
[ARTICLE] 6
[SERIES]
[NUMBER] 2
[NAME] INSTITUTIONAL SHARES
<TABLE>
<S> <C>
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] DEC-31-1999
[PERIOD-END] DEC-31-1999
[INVESTMENTS-AT-COST] 25,331,648
[INVESTMENTS-AT-VALUE] 34,122,093
[RECEIVABLES] 1,130,205
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 35,252,298
[PAYABLE-FOR-SECURITIES] 320,055
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 1,378,159
[TOTAL-LIABILITIES] 1,698,214
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 24,760,583
[SHARES-COMMON-STOCK] 63,705
[SHARES-COMMON-PRIOR] 668
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 3,056
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 8,790,445
[NET-ASSETS] 1,229,633
[DIVIDEND-INCOME] 170,007
[INTEREST-INCOME] 89,605
[OTHER-INCOME] 0
[EXPENSES-NET] 258,526
[NET-INVESTMENT-INCOME] 1,086
[REALIZED-GAINS-CURRENT] 691,830
[APPREC-INCREASE-CURRENT] 7,654,002
[NET-CHANGE-FROM-OPS] 9,120,928
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] (49,724)
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 1,037,951
[NUMBER-OF-SHARES-REDEEMED] (24)
[SHARES-REINVESTED] 49,724
[NET-CHANGE-IN-ASSETS] 25,486,011
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 179,888
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 258,526
[AVERAGE-NET-ASSETS] 169,792
[PER-SHARE-NAV-BEGIN] 13.3
[PER-SHARE-NII] 0.03
[PER-SHARE-GAIN-APPREC] 6.78
[PER-SHARE-DIVIDEND] 0.00
[PER-SHARE-DISTRIBUTIONS] (0.81)
[RETURNS-OF-CAPITAL] 0.00
[PER-SHARE-NAV-END] 19.30
[EXPENSE-RATIO] 1.42
</TABLE>