THE MAXUS FUNDS Dear Shareholder: Against the backdrop of increasing corporate profits and declining interest rates, 1997 marked the third year in a row of superior returns in the financial markets. The broad based Russell 3000 index of domestic equities gained 31.68% while the Ryan Government Bond Index produced a total return of 9.43%. With market conditions that favorable, The Maxus Equity Fund was able to advance 28.16% for 1997 in spite of my cautionary attitude during most of the year. The relative valuation and asset allocation approach used by Maxus Equity produced a portfolio with a relatively low correlation to market declines, while the overall value style uncovered equities with superior returns. According to Lipper Analytical Services, The Maxus Equity Fund ranked 12th in 1997 out of 196 mutual funds with similar characteristics. The Maxus Income Fund, while receiving fewer accolades during 1997, had one of its best years ever relative to other income funds with high quality, balanced portfolios. For the year ending December 31, 1997, The Maxus Income Fund produced a total return of 11.47%. Because of the hybrid nature of the portfolio (high quality debt securities are held through conduits such as closed-end funds and preferred shares), rating services such as Morningstar have the Maxus Income Fund incorrectly categorized as an equity fund, in spite of the fact that it has had virtually no recognizable correlation to the equity markets. Moreover, as an important part of its overall performance, while the major advance in bond prices came in longer duration securities (those with more risk when interest rate rise), The Maxus Income Fund produced a very low correlation to long duration bonds during periods of rising interest rates, i.e. bond market declines. The environment was tougher for The Maxus Laureate Fund, managed by Alan Miller, which allocates its portfolio among the global equity markets. For all of 1997 Maxus Laureate produced a total return of 5.49%, and earned a four star ranking by Morningstar for the one-year period ending December 31. We continued to maintain our caution as we entered 1998. In spite of market enthusiasm, it appears to me that the growth in corporate profitability, at best, will lose momentum. Should profit margins come under pressure as production costs increase and pricing power continues to erode, the financial markets in 1998 will produce a much tougher environment in which to excel. But we intend to do just that - offer our clients the best investment products and superior performance. On February 1, The Maxus family of mutual funds became larger. On that date, we introduced The Maxus Ohio Heartland Fund, managed by Denis Amato, which will focus on investments in small to mid-capitalization companies based in Ohio. Also on February 1, the Maxus Aggressive Value Fund became a reality. This Fund, which I manage, will seek out investments in very small companies (under $200 million in market capitalization) using a disciplined value style. As Maxus Fund shareholders, I want to reiterate our commitment to providing you with the highest possible level of investor service. In doing so, I would like to encourage you to talk with your personal financial advisor or a Maxus Financial Advisor about how any one or combination of our Funds may be able to help secure your financial future. Richard A Barone MAXUS EQUITY FUND SCHEDULE OF INVESTMENTS DECEMBER 31, 1997 - -------------------------------------------------------------------------------- Shares/Principal Amount Cost Market Value % of Assets - -------------------------------------------------------------------------------- INFORMATION TECHNOLOGY 25,000 Airtouch Communications* 629,625 1,039,062 37,500 Bel Fuse* 430,647 717,188 10,000 Harris Corp 430,225 458,750 76,000 Intergraph* 528,737 760,000 39,072 Unisys* 386,950 542,125 34,000 VLSI Technology* 494,196 803,250 20,000 Western Digital* 298,650 320,000 --------- --------- 3,199,030 4,640,375 8.34% INFRASTRUCTURE 15,000 Ameron Inc 514,513 948,750 17,000 Corrpro Companies* 132,683 250,750 111,000 Foster L B* 423,751 548,062 --------- --------- 1,070,947 1,747,562 3.14% MACHINERY & EQUIPMENT 35,000 Flowserve 878,349 977,813 50,000 Sensormatic Electronic 682,893 821,875 30,000 Snap on Tools 861,200 1,308,750 --------- --------- 2,422,442 3,108,438 5.59% MEDICAL SERVICES & SUPPLIES 20,000 Becton Dickinson 359,650 1,000,000 32,000 Invacare 675,488 696,000 43,300 Loewen Group 1,069,954 1,114,975 13,500 McKesson 578,558 1,463,063 --------- --------- 2,683,650 4,274,038 7.68% REAL ESTATE 35,000 MGI Properties 480,393 840,000 25,000 Public Storage 8.25% X 652,478 1,225,000 10,000 St Joe Paper 579,110 905,000 --------- --------- 1,711,981 2,970,000 5.34% ENTERTAINMENT 120,000 Trump Hotels Casino Resorts* 866,350 802,500 1.44% CONSUMER PRODUCTS 100,000 Jan Bell Marketing* 221,910 250,000 50,000 Limited 933,000 1,275,000 135,000 Michael Anthony Jewelers* 389,203 329,063 59,000 Pluma* 715,255 505,187 180,000 Royal Appliance Mfg* 552,690 1,192,500 44,600 Universal Electronics* 225,274 446,000 --------- --------- 3,037,332 3,997,750 7.19% ENVIRONMENT 15,200 Dionex* 242,016 763,800 100,000 International Tech* 779,812 750,000 15,000 U.S. Filter* 428,713 449,062 35,500 Weston Roy F* 136,661 142,188 --------- --------- 1,587,202 2,105,050 3.78% *Non-income producing securities. The accompanying notes are an integral part of the financial statements. MAXUS EQUITY FUND SCHEDULE OF INVESTMENTS DECEMBER 31, 1997 - -------------------------------------------------------------------------------- Shares/Principal Amount Cost Market Value % of Assets - -------------------------------------------------------------------------------- FINANCIAL SERVICES 20,000 American Express 848,750 1,785,000 10,000 Cincinnati Financial 567,830 1,407,500 15,000 First Chicago NBD 392,536 1,252,500 20,000 Frontier Insurance Group 475,575 457,500 30,000 Lehman Brothers Holdings 651,175 1,530,000 --------- --------- 2,935,866 6,432,500 11.56% UTILITIES 100,000 Citizens Utilities 974,975 962,500 30,000 Kansas City Power & Light 878,675 886,875 --------- --------- 1,853,650 1,849,375 3.32% INDUSTRIAL PRODUCTS 130,000 Algoma Steel* 597,929 450,937 17,000 Armco Inc $3.625 B 831,475 794,750 50,000 Birmingham Steel 820,256 787,500 50,000 Schulman A 1,015,820 1,256,250 25,000 Steel Dynamics* 409,345 400,000 40,000 Stoneridge* 635,275 640,000 30,000 Timken 524,175 1,031,250 15,000 USX 6.75% QUIPs 691,363 690,000 --------- --------- 5,525,638 6,050,687 10.88% METALS 100,000 Central Fund of Canada 390,250 387,500 80,000 Inco 1,699,175 1,360,000 --------- --------- 2,089,425 1,747,500 3.14% PRODUCT DISTRIBUTION 20,000 Applied Indl Technologies 433,087 535,000 250,000 Petrie Stores Liquidating Tr* 805,473 747,500 67,000 Pioneer Std Electrs 787,836 1,021,750 --------- --------- 2,026,396 2,304,250 4.14% CLOSED END GLOBAL EQUITY FUNDS 20,000 Emerging Markets Telecommunications 336,023 267,500 75,000 Emerging Mkts Infrastructure 809,256 881,250 170,000 First Australia 1,462,781 1,232,500 70,000 New Germany 882,775 945,000 --------- --------- 3,490,835 3,326,250 5.98% U.S. GOVERNMENT SECURITIES 4,000,000 US Treasury 5.375%, 5-31-98 3,989,218 3,996,625 4,000,000 US Treasury 5.5%, 11-15-98 3,988,923 3,994,625 --------- --------- 7,978,141 7,991,250 14.36% Star Bank Treasury 2,458,873 2,458,873 4.42% Total Investments 44,937,758 55,806,398 100.30% Other Assets Less Liabilities (169,555) (0.30)% Net Assets - Equivalent to $18.23 per share on 3,051,358 shares of capital stock outstanding 55,636,843 100.00% ========== *Non-income producing securities. The accompanying notes are an integral part of the financial statements. MAXUS EQUITY FUND STATEMENT OF ASSETS & LIABILITIES DECEMBER 31, 1997 Assets: Investment Securities at Market Value (Identified Cost - $44,937,758) $55,806,398 Cash 8,792 Receivables: Investment Securities Sold 545,850 Dividends and Interest 229,333 ------------ Total Assets $56,590,373 Liabilities Payables: Investment Securities Purchased $438,013 Shareholder Distributions 386,040 Accrued Expenses 129,477 ------------ Total Liabilities 953,530 Net Assets $55,636,843 Net Assets Consist of: Capital Paid In 44,792,034 Undistributed Net Investment Income 1,884 Accumulated Realized Gain (Loss) on Investments - Net (25,715) Unrealized Appreciation in Value of Investments Based on Identified Cost - Net 10,868,640 ------------ Net Assets, for 3,051,358 Shares Outstanding $55,636,843 Net Asset Value and Redemption Price Per Share ($55,636,843/3,051,358 shares) $18.23 Offering Price Per Share $18.23 STATEMENT OF OPERATIONS DECEMBER 31, 1997 Investment Income: Dividends $779,554 Interest 496,584 ------------ Total Investment Income $1,276,138 Expenses Registration Expense 17,862 Trustee Fees (Note 3) 1,500 Accounting and Pricing 42,563 Custody 22,226 Distribution Plan Expenses 238,210 Audit 16,160 Legal 6,506 Management Fees (Note 2) 477,143 Insurance 8,539 Printing & Other Miscellaneous 61,876 ------------ Total Expenses 892,585 Net Investment Income 383,553 Realized and Unrealized Gain (Loss) on Investments: Realized Gain (Loss) on Investments 5,454,407 Distribution of Realized Capital Gains from other Investment Companies 336,115 Unrealized Gain (Loss) from Appreciation (Depreciation) on Investments 5,027,441 ------------ Net Realized and Unrealized Gain (Loss) on Investments $10,817,963 Net Increase (Decrease) in Net Assets from Operations $11,201,516 ============ The accompanying notes are an integral part of the financial statements. MAXUS EQUITY FUND STATEMENT OF CHANGES IN NET ASSETS 01/01/97 01/01/96 to to 12/31/97 12/31/96 From Operations: Net Investment Income 383,553 620,573 Net Realized Gain (Loss) on Investments 5,790,522 2,437,747 Net Unrealized Appreciation (Depreciation) 5,027,441 3,419,289 ---------- ----------- Increase (Decrease) in Net Assets from Operations 11,201,516 6,477,609 From Distributions to Shareholders Net Investment Income (381,850) (620,392) Net Realized Gain (Loss) from Security Transactions (5,787,553) (2,436,220) ----------- ----------- Net Increase (Decrease) from Distributions (6,169,403) (3,056,612) From Capital Share Transactions: Proceeds From Sale of 844,703 Shares 15,843,329 12,447,924 Net Asset Value of 315,032 Shares Issued on Reinvestment of Dividends 5,729,950 2,637,296 Cost of 531,196 Shares Redeemed (9,733,252) (11,328,765) ----------- ------------ 11,840,027 3,756,455 Net Increase in Net Assets 16,872,140 7,177,452 Net Assets at Beginning of Period (including undistributed net investment income of $181 and $0, respectively) 38,764,703 31,587,251 Net Assets at End of Period (including undistributed net investment income of $1,884 and $181, respectively) 55,636,843 38,764,703 FINANCIAL HIGHLIGHTS Selected data for a share of common stock outstanding throughout the period: - ---------------------------------------------------------------------------------------------------- 01/01/97 01/01/96 01/01/95 01/01/94 01/01/93 to to to to to 12/31/97 12/31/96 12/31/95 12/31/94 12/31/93 - ---------------------------------------------------------------------------------------------------- Net Asset Value - Beginning of Period 16.00 14.57 12.95 13.60 12.29 Net Investment Income 0.15 0.27 0.30 0.25 0.13 Net Gains or Losses on Securities (realized and unrealized) 4.33 2.50 2.60 (0.17) 3.13 ----- ----- ----- ------ ----- Total from Investment Operations 4.48 2.77 2.90 0.08 3.26 Dividends (from net investment income) (0.15) (0.27) (0.27) (0.22) (0.12) Distributions (from capital gains) (2.10) (1.07) (1.01) (0.51) (1.83) Return of Capital 0.00 0.00 0.00 0.00 0.00 ------ ------ ------ ------ ------ Total Distributions (2.25) (1.34) (1.28) (0.73) (1.95) Net Asset Value - End of Period 18.23 16.00 14.57 12.95 13.60 Total Return 28.16% 19.13% 22.43% 0.59% 24.51% Ratios/Supplemental Data Net Assets - End of Period (Thousands) 55,637 38,765 31,576 17,018 11,343 Ratio of Expenses to Average Net Assets 1.87 1.90 1.96 2.00 2.61 Ratio of Net Income to Average Net Assets 1.80 1.71 2.01 1.82 0.91 Portfolio Turnover Rate 89% 111% 173% 184% 175% Average commission per share $0.05544 $0.05209 The accompanying notes are an integral part of the financial statements. MAXUS EQUITY FUND NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 1.)SIGNIFICANT ACCOUNTING POLICIES The Fund is a diversified, open-end management investment company, organized as a Trust under the laws of the State of Ohio by a Declaration of Trust dated July 12, 1989. The Fund has an investment objective of obtaining a total return, a combination of capital appreciation and income. Under normal circumstances, at least 65% of the value of the Fund's total assets will consist of equity securities. Significant accounting policies of the Fund are presented below: SECURITY VALUATION: The Fund intends to invest in a wide variety of equity and debt securities. The investments in securities are carried at market value. The market quotation used for common stocks, including those listed on the NASDAQ National Market System, is the last sale price on the date on which the valuation is made or, in the absence of sales, at the closing bid price. Over-the-counter securities will be valued on the basis of the bid price at the close of each business day. Short-term investments are valued at amortized cost, which approximates market. Securities for which market quotations are not readily available will be valued at fair value as determined in good faith pursuant to procedures established by the Board of Directors. SECURITY TRANSACTION TIMING Security transactions are recorded on the dates transactions are entered into (the trade dates). Dividend income and distributions to shareholders are recorded on the ex-dividend date. Interest income is recorded as earned. The Fund uses the identified cost basis in computing gain or loss on sale of investment securities. Discounts and premiums on securities purchased are amortized over the life of the respective securities. INCOME TAXES: It is the Fund's policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Service. This Internal Revenue Service requirement may cause an excess of distributions over the book year-end accumulated income. In addition, it is the Fund's policy to distribute annually, after the end of the calendar year, any remaining net investment income and net realized capital gains. ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2.)INVESTMENT ADVISORY AGREEMENT The Fund has entered into an investment advisory and administration agreement with Maxus Asset Management Inc. a wholly owned subsidiary of Resource Management Inc. The Investment Advisor receives from the Fund as compensation for its services to the Fund an annual fee of 1% on the first $150,000,000 of the Fund's net assets, and 0.75% of the Fund's net assets in excess of $150,000,000. 3.)RELATED PARTY TRANSACTIONS Resource Management, Inc. has three wholly owned subsidiaries which provide services to the Fund. These subsidiaries are Maxus Asset Management Inc, Maxus Securities Corp, and Maxus Information Systems Inc. Maxus Asset Management was paid $477,143 in investment advisory fees during the twelve months ended December 31, 1997. Maxus Securities, who served as the national distributor of the Fund's shares, was reimbursed $238,210 for distribution expenses. Maxus Information Systems received fees totaling $42,563 for services rendered to the Fund for the twelve months ended December 31, 1997. Maxus Securities is a registered broker-dealer. Maxus Securities effected substantially all of the investment portfolio transactions for the Fund. For this service Maxus Securities received commissions of $250,842 for the twelve months ending December 31, 1997. At December 31, 1997, Maxus Securities Corp owned 20,000 shares in the Fund. Certain officers and/or trustees of the Fund are officers and/or directors of the Investment Advisor and Administrator. Each director who is not an "affiliated person" receives an attendance fee of $100 per meeting. 4.)CAPITAL STOCK AND DISTRIBUTION At December 31, 1997 an indefinite number of shares of capital stock ($.10 par value) were authorized, and paid-in capital amounted to $44,792,034. Transactions in common stock were as follows: Shares sold 844,773 Shares issued to shareholders in reinvestment of dividends 315,032 ---------- 1,159,805 Shares redeemed (531,196) ---------- Net Increase 628,609 Shares Outstanding: Beginning of Period 2,422,794 ---------- End of Period 3,051,358 ========== Distributions to shareholders are recorded on the ex-dividend date. Payments in excess of net investment income or of accumulated net realized gains reported in the financial statements are due primarily to book/tax differences. Payments due to permanent differences have been charged to paid in capital. Payments due to temporary differences have been charged to distributions in excess of net investment income or realized gains. 5.)PURCHASES AND SALES OF SECURITIES During the twelve months ended December 31, 1997, purchases and sales of investment securities other than U.S. Government obligations and short-term investments aggregated $42,613,182 and $43,971,317 respectively. Purchases and sales of U.S. Government obligations aggregated $7,983,593 and $3,000,234 respectively. 6.)FINANCIAL INSTRUMENTS DISCLOSURE There are no reportable financial instruments which have any off-balance sheet risk as of December 31, 1997. 7.)SECURITY TRANSACTIONS For Federal income tax purposes, the cost of investments owned at December 31, 1997 was the same as identified cost. At December 31, 1997, the composition of unrealized appreciation (the excess of value over tax cost) and depreciation (the excess of tax cost over value) was as follows: Appreciation (Depreciation) Net Appreciation (Depreciation) 12,268,302 (1,399,662) 10,868,640 INDEPENDENT AUDITOR'S REPORT To The Shareholders and Board of Directors: Maxus Equity Fund We have audited the accompanying statement of assets and liabilities of Maxus Equity Fund, including the schedule of portfolioinvestments, as of December 31, 1997, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments and cash held by the custodian as of December 31, 1997, by correspondence with the custodian and brokers. An audit also included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Maxus Equity Fund as of December 31, 1997, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with generally accepted accounting principles. McCurdy & Associates CPA's, Inc. Westlake, Ohio January 21, 1998 THE MAXUS FUNDS 1301 East Ninth Street, Suite 3600, Cleveland, OH 44114 (216) 687-1000 INVESTMENT ADVISOR Maxus Asset Management Inc 1301 East Ninth Street Cleveland, Ohio 44114 BOARD OF TRUSTEES Denis J. Amato Richard A. Barone Burton D. Morgan Michael A. Rossi Jerry Murphy OFFICERS Richard A. Barone, Chairman Robert J. Conrad, Vice-President Robert W. Curtin, Secretary CUSTODIAN Star Bank, N. A. 425 Walnut Street P. O. Box 1118 Cincinnati, Ohio 45201-1118 TRANSFER AGENT Maxus Information Systems Inc 1301 East Ninth Street Cleveland, Ohio 44114 DISTRIBUTOR Maxus Securities Corp 1301 East Ninth Street Cleveland, Ohio 44114 LEGAL COUNSEL Benesch, Friedlander, Coplan & Aronoff 2300 BP America Building 200 Public Square Cleveland, Ohio 44114-2378 AUDITOR McCurdy & Associates CPA's Inc 27955 Clemens Road Westlake, Ohio 44145