SMITH HAYES TRUST INC
N-30D, 1995-08-29
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                           SMITH HAYES
                           TRUST, INC.



                         ASSET ALLOCATION

                             BALANCED

                           CONVERTIBLE

                            SMALL CAP

                              VALUE

                     GOVERNMENT/QUALITY BOND



                          ANNUAL REPORT
                          JUNE 30, 1995




<PAGE>



                        TABLE OF CONTENTS



         Shareholder Letter.................................  1


         Comparison Graphs
            Asset Allocation Portfolio......................  2
            Balanced Portfolio..............................  2
            Convertible Portfolio...........................  3
            Small Cap Portfolio.............................  3
            Value Portfolio.................................  4
            Government/Quality Bond Portfolio...............  4


         Independent Auditors' Report.......................  5


         Schedule of Investments
            Asset Allocation Portfolio......................  6
            Balanced Portfolio..............................  9
            Convertible Portfolio........................... 12
            Small Cap Portfolio............................. 15
            Value Portfolio................................. 18
            Government/Quality Bond Portfolio............... 22


         Statement of Assets and Liabilities
            Asset Allocation Portfolio...................... 23
            Balanced Portfolio.............................. 23
            Convertible Portfolio........................... 23
            Small Cap Portfolio............................. 24
            Value Portfolio................................. 24
            Government/Quality Bond Portfolio............... 24


<PAGE>





                  TABLE OF CONTENTS (CONTINUED)



         Statement of Operations
            Asset Allocation Portfolio...................... 25
            Balanced Portfolio.............................. 25
            Convertible Portfolio........................... 25
            Small Cap Portfolio............................. 26
            Value Portfolio................................. 26
            Government/Quality Bond Portfolio............... 26


         Statements of Changes in Net Assets
            Asset Allocation Portfolio...................... 27
            Balanced Portfolio.............................. 27
            Convertible Portfolio........................... 28
            Small Cap Portfolio............................. 28
            Value Portfolio................................. 29
            Government/Quality Bond Portfolio............... 29


         Financial Highlights
            Asset Allocation Portfolio...................... 30
            Balanced Portfolio.............................. 31
            Convertible Portfolio........................... 32
            Small Cap Portfolio............................. 33
            Value Portfolio................................. 34
            Government/Quality Bond Portfolio............... 35


         Notes to Financial Statements...................... 36


<PAGE>


SMITH HAYES TRUST, INC.

FELLOW SHAREHOLDERS:

The return from both the stock and bond markets were extremely favorable for the
fiscal  year ended June 30,  1995.  Within this time  frame,  the  returns  were
significantly different for the two six-month time periods. During the six-month
period ended  December 31, 1994,  the Federal  Reserve Board extended its policy
initiated at the  beginning  of the year by  increasing  the Federal  Funds rate
twice. Consequently,  interest rates increased during the period and the returns
from both bonds and stocks  were  limited.  However,  in spite of an  additional
increase in the Federal Funds rate in late January 1995, interest rates declined
throughout  the six months  ended June 30,  1995.  Subsequent  to the end of the
fiscal year the Federal Reserve,  in response to a deceleration in the growth of
the  economy as well as a  moderation  in the rate of  inflation,  reversed  its
previous policy and reduced the Federal Funds rate.

In  recognition  of the  decline  in  interest  rates as well as the  growth  in
corporate earnings,  the stock market had a relatively strong performance in the
first half of 1995. In fact,  the increase of 20.2% for the S&P 500 Index during
the 6 months  ended June 30, 1995 was among the 5 best  first-half  rallies over
the last 20  years.  For the 12  months  ended  June 30,  1995 the S&P 500 Index
increased  26.1%.  Similar to the market  averages,  our portfolios  showed much
stronger  performances during the six months ended June 30, 1995. The returns of
the individual portfolios are included in the following tabulations.

Presently,  most economists are of the opinion that the economy will continue to
expand at a  moderate  rate  throughout  1995 and 1996.  At the same  time,  new
efficiencies  in  production  and  competition  on an  international  basis  are
anticipated  to restrain the rate of inflation.  Hence,  a "soft  landing",  one
where  growth  will slow enough to  eliminate  the threat of  inflation  but not
enough to cause a recession.

As previously  reported,  Conley  Investment  Counsel and SMITH HAYES  Portfolio
Management,  Inc.  have merged to form CONLEY  SMITH,  Inc., a subsidiary of the
parent,  Consolidated Investment Corporation.  In conjunction with the formation
of CONLEY SMITH, Inc., the Capital Builder Fund was created as a new fund within
the SMITH HAYES Trust.  If you have any  questions  regarding  your  investment,
please do not hesitate to call your SMITH HAYES Trust account representative.

Sincerely,



John H. Conley
President                                            July 20, 1995


<PAGE>



GRAPH
- -----

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
ASSET ALLOCATION PORTFOLIO AND THE LIPPER BALANCED INDEX


AVG. ANNUAL RETURN                               06/30/95
1 YEAR       19.10%           ASSET ALLOCATION  $17,622.64
5 YEAR        9.62%           LIPPER BALANCED   $20,689.87
INCEPTION     8.40%


GRAPH
- -----

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
BALANCED PORTFOLIO AND THE LIPPER BALANCED INDEX

AVG. ANNUAL RETURN                              06/30/95
1 YEAR       11.18%           BALANCED         $16,047.14
5 YEAR        6.66%           LIPPER BALANCED  $20,689.87
INCEPTION     6.97%


Past performance is not predictive of future performance.
For the period June 23, 1988 (inception) through June 30, 1995.


<PAGE>



GRAPH
- -----

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
CONVERTIBLE PORTFOLIO AND THE LIPPER BALANCED INDEX

AVG. ANNUAL RETURN                         06/30/95
1 YEAR       14.09%           CONVERTIBLE      $17,225.36
5 YEAR       10.03%           LIPPER BALANCED  $20,689.87
INCEPTION     8.05%


GRAPH
- ------

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
SMALL CAP PORTFOLIO AND THE S&P 400 MIDCAP INDEX

AVG. ANNUAL RETURN                                    06/30/95
1 YEAR          20.33%           SMALL CAP           $14,347.60
                                 S&P 400 MIDCAP      $14,658.06
INCEPTION       12.81%


Past performance is not predictive of future performance.  Convertible Portfolio
for the period  June 23,  1988  (inception)  through  June 30,  1995.  Small Cap
Portfolio for the period July 1, 1992 (inception) through June 30, 1995.


<PAGE>




GRAPH
- -----

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
VALUE PORTFOLIO AND THE S&P 500 INDEX

AVG. ANNUAL RETURN                     06/30/95
1 YEAR   ....11.30%           VALUE   $12,940.37
5 YEAR      ..5.63%           S&P 500 $18,834.61
INCEPTION     4.77%


GRAPH
- -----

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
GOVERNMENT/QUALITY BOND PORTFOLIO AND THE
MERRILL LYNCH U.S. TREASURY INTER-TERM BOND INDEX

AVG. ANNUAL RETURN                                               06/30/95
- ------------------                                               --------
1 YEAR      ..9.42%                 GOVERNMENT/QUALITY          $16,968.78
5 YEAR        7.89%                 MERRILL LYNCH U.S. TREASURY
INCEPTION     7.82%                 INTER-TERM BOND             $17,862.49



Past  performance is not predictive of future  performance.  Value Portfolio for
the   period   December   20,   1989   (inception)   through   June  30,   1995.
Government/Quality  Bond  Portfolio  for the period  June 23,  1988  (inception)
through June 30, 1995.


<PAGE>


                   INDEPENDENT AUDITORS' REPORT


The Board of Directors
SMITH HAYES Trust, Inc.

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of SMITH HAYES Trust, Inc. (comprised respectively
of  the  Asset  Allocation,   Balanced,   Convertible,  Small  Cap,  Value,  and
Government/Quality  Bond  Portfolios)  as of June  30,  1995,  and  the  related
statements of operations and changes in net assets, and the financial highlights
for the year then ended. These financial statements and financial highlights are
the responsibility of the Trust's  management.  Our responsibility is to express
an opinion on these financial  statements and financial  highlights based on our
audit.  The  statement of changes in net assets for the year ended June 30, 1994
and the financial  highlights for the period July 1, 1990, (except for the Small
Cap Portfolio,  which  commenced  operations July 1, 1992) to June 30, 1994 were
audited by other  auditors  whose  report  dated  July 22,  1994,  expressed  an
unqualified opinion on such statements and such financial highlights.

We conducted our audit 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  securities  owned as of June 30, 1995 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 audit provides a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all  material  respects,  the  financial  position  of  each  of the
aforementioned  portfolios  constituting  SMITH HAYES Trust, Inc. as of June 30,
1995,  the results of its  operations,  the  changes in its net assets,  and the
financial  highlights  for the year then ended,  in  conformity  with  generally
accepted accounting principles.

DELOITTE & TOUCHE LLP
Lincoln, Nebraska
July 21, 1995



<PAGE>


                     SMITH HAYES TRUST, INC.
                     SCHEDULE OF INVESTMENTS
                          JUNE 30, 1995

                    ASSET ALLOCATION PORTFOLIO

                                               PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK         50.08%        ASSETS        VALUE
  -------   -----------------------------    ----------   ----------

            AUTO/TRUCK/PARTS                    3.81%
            ----------------                    -----
   1,350    Dana Corporation                             $  38,644
     850    Varity Corporation*                             37,400
                                                            ------
                                                            76,044
                                                            ------

            BROADCASTING/MEDIA                  1.90%
            ------------------                  -----
     350    Capital Cities/ABC, Inc.                        37,800
                                                            ------

            CHEMICAL/DRUG                       5.72%
            -------------                       -----
     350    Dow Chemical Company                            25,156
     575    PPG Industries, Inc.                            24,725
   1,500    Praxair, Inc.                                   37,500
     800    Union Carbide Corporation                       26,700
                                                          --------
                                                           114,081
                                                          --------
            COMMERCIAL SERVICES                 0.93%
            -------------------                 -----
     725    Manpower, Inc.                                  18,488
                                                            ------

            COMPUTER RELATED                    1.60%
            ----------------                    -----
     600    Cabletron Systems, Inc.*                        31,950
                                                            ------

            ELECTRICAL EQUIPMENT                1.78%
            --------------------                -----
     925    General Instrument Corporation*                 35,497
                                                            ------

            ELECTRONICS                         3.10%
            -----------                         -----
     700    Micron Technology, Inc.                         38,412
     175    Texas Instrument, Inc.                          23,428
                                                            ------
                                                            61,840
                                                            ------
            FINANCIAL SERVICES                  3.43%
            ------------------                  -----
     725    Dean Witter Discover and Company                34,075
     775    Green Tree Financial Corporation                34,391
                                                            ------
                                                          $ 68,466
                                                            ------
* Indicates nonincome-producing security.


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                    ASSET ALLOCATION PORTFOLIO

                                              PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            FOOD PROCESSING                     3.19%
            ---------------                     -----
     500    Campbell Soup Company                          $24,500
     900    IBP, Inc.                                       39,150
                                                            ------
                                                            63,650
                                                            ------
            GROCERY STORES                      2.67%
            --------------                      -----
     750    Albertson's, Inc.                               22,313
     825    Safeway, Inc. *                                 30,834
                                                            ------
                                                            53,147
                                                            ------
            INSURANCE                           2.16%
            ---------                           -----
     600    AFLAC, Inc.                                     26,250
     550    U.S. Healthcare, Inc.                           16,844
                                                            ------
                                                            43,094
                                                            ------
            MACHINERY/EQUIPMENT                 2.01%
            -------------------                 -----
     625    Caterpillar, Inc.                               40,156
                                                            ------

            MANUFACTURING                       4.01%
            -------------                       -----
     800    Black & Decker Corporation                      24,700
     525    Illinois Tool Work, Inc.                        28,875
     600    Leggett & Platt, Inc.                           26,400
                                                            ------
                                                            79,975
                                                            ------
            MEDICAL SUPPLIES/SERVICES           2.55%
            -------------------------           -----
     550    Columbia/HCA Healthcare Corporation             23,788
     350    Medtronic, Inc.                                 26,994
                                                            ------
                                                           $50,782
                                                            ------


* Indicates nonincome-producing security.



<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                    ASSET ALLOCATION PORTFOLIO

                                               PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            OIL/GAS                             5.40%
            -------                             -----
     450    Exxon Corporation                            $  31,781
     700    Halliburton Company                             25,025
     250    Mobil Corporation                               24,000
   1,100    Panhandle Eastern Corporation                   26,812
                                                          --------
                                                           107,618
                                                          --------
            PHARMACEUTICAL                      1.36%
            --------------                      -----
     400    Johnson & Johnson                               27,050
                                                            ------

            RETAIL STORE/APPAREL                2.82%
            --------------------                -----
     975    Circuit City Stores, Inc.                       30,834
     300    Nike, Inc. Class B                              25,200
                                                            ------
                                                            56,034
                                                            ------

            TELECOMMUNICATION                   1.64%
            -----------------                   -----
     975    Equifax, Inc.                                   32,541
                                                            ------


 PRINCIPAL
  AMOUNT    UNITED STATES GOVERNMENT SECURITIES44.70%

 835,000    United States Treasury Note, 7.25% due 5/15/04 890,971
                                                           -------


            Total Investments                  94.78%    1,889,184
            Cash Equivalents                    5.08%      101,251
            Net Receivables/(Payables)          0.14%        2,863
                                              --------  ----------
            TOTAL NET ASSETS                  100.00%   $1,993,298
                                              =======   ==========



See accompanying notes to financial statements.


<PAGE>


                     SMITH HAYES TRUST, INC.
                     SCHEDULE OF INVESTMENTS
                          JUNE 30, 1995

                        BALANCED PORTFOLIO

                                               PERCENT
                                                OF NET       MARKET
   SHARES   COMMON STOCK         66.97%        ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            AEROSPACE/DEFENSE                   2.35%
            -----------------                   -----
   1,470    General Motors Class H                       $  58,065
                                                            ------


            COMMERCIAL SERVICES                 1.98%
            -------------------                 -----
   1,900    Kelly Services, Inc. Class A                    48,925
                                                            ------


            COMPUTER RELATED                    2.55%
            ----------------                    -----
   1,000    Automatic Data Processing, Inc.                 62,875
                                                            ------


            ELECTRONICS/ELECTRICAL EQUIPMENT    8.29%
            --------------------------------    -----
   1,500    Honeywell, Inc.                                 64,688
   1,200    Motorola, Inc.                                  80,550
   3,200    X-Rite, Inc.                                    59,200
                                                          --------
                                                           204,438
                                                          --------
            FINANCIAL SERVICES                  2.61%
            ------------------                  -----
   2,000    Comerica Inc.                                   64,250
                                                            ------


            FOOD PROCESSING                     1.87%
            ---------------                     -----
   1,400    Quaker Oats Company                             46,025
                                                            ------


            FOREST PRODUCTS/PAPER               2.43%
            ---------------------               -----
   1,000    Kimberly Clark Corporation                      59,875
                                                            ------


            INSURANCE                           2.43%
            ---------                           -----
     900    MBIA, Inc.                                      59,850
                                                            ------


            MACHINERY/EQUIPMENT                 2.37%
            -------------------                 -----
   1,300    York International Corporation               $  58,500
                                                            ------




<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                        BALANCED PORTFOLIO

                                               PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            MANUFACTURING                       2.47%
            -------------                       -----
   1,400    Pentair, Inc.                                $  60,900
                                                            ------


            MEDICAL SUPPLIES/SERVICES           3.20%
            -------------------------           -----
   1,900    Invacare Corporation                            78,850
                                                            ------


            METALS/MINING                       4.26%
            -------------                       -----
   2,600    Homestake Mining Company                        42,900
   2,700    Trimas Corporation                              62,100
                                                          --------
                                                           105,000
                                                          --------
            OIL/GAS                             4.73%
            -------                             -----
   2,100    Apache Corporation                              57,488
     900    Texaco, Inc.                                    59,062
                                                          --------
                                                           116,550
                                                          --------

            PHARMACEUTICAL                      3.02%
            --------------                      -----
   1,100    Johnson & Johnson                               74,387
                                                            ------


            TELECOMMUNICATION EQUIPMENT         2.63%
            ---------------------------         -----
   3,000    Federal Signal Corporation                      64,875
                                                            ------


            UTILITIES - ELECTRIC               17.22%
            --------------------               ------
   3,100    American Electric Power Company                108,888
   3,580    Detroit Edison Company                         105,610
   4,000    Peco Energy Company                            110,500
   3,600    Public Service Enterprise Group, Inc.           99,900
                                                          --------
                                                           424,898
                                                          --------
            UTILITIES - TELECOMMUNICATION       2.56%
            -----------------------------       -----
   1,000    BellSouth Corporation                        $  63,500
                                                            ------


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                        BALANCED PORTFOLIO


                                              PERCENT
                                               OF NET       MARKET
  PRINCIPAL                                    ASSETS        VALUE
  AMOUNT   UNITED STATES GOVERNMENT SECURITIES 20.77%
  -------   -----------------------------    ----------   ----------
 525,000    United States Treasury Note, 5.875% due 
               2/15/04                                    $512,203
                                                           -------



            Total Investments                  87.74%    2,163,966
            Cash Equivalents                   11.75%      289,617
            Net Receivables/(Payables)          0.51%       12,661
                                              -------   ----------
            TOTAL NET ASSETS                  100.00%   $2,466,244
                                              =======   ==========



See accompanying notes to financial statements.



<PAGE>


                     SMITH HAYES TRUST, INC.
                     SCHEDULE OF INVESTMENTS
                          JUNE 30, 1995

                      CONVERTIBLE PORTFOLIO

                                             PERCENT
  PRINCIPAL                                  OF NET         MARKET
   AMOUNT                                    ASSETS         VALUE
  -------                                    ----------   ----------
               CONVERTIBLE DEBENTURES          55.92%
               ---------------------------------------

   15,000      Albany International Corporation 5.25%, 
                 due 3/15/02                               $14,588
   10,000      American Brands 7.625%, due 3/5/01           10,475
   25,000      AMR Corporation 6.125%, due 11/1/24          26,063
   30,000      Amoco Corporation 7.375%, due 9/1/13         38,438
   15,000      Apache Corporation 6.00%,due 1/15/02         16,800
   19,000      Arrow Electronics 5.75%, due 10/15/02        28,832
  110,000      Automatic Data Processing,Inc.0%,due 2/20/12 49,225
   16,000      Big B Inc. 6.50%, due 3/15/03                19,120
   20,000      Carnival Cruise Lines,Inc.4.50%,due 7/1/97   27,825
   24,000      Cooper Industries 7.05%, due 1/1/15          24,990
   20,000      DAKA International 7.00%, due 3/15/03        38,900
   40,000      Delta Air Lines, Inc. 3.23%, due 6/15/03     38,400
   45,000      Elan International 0%, due 10/16/12          20,925
   15,000      First Financial Management Corp. 5.00%,
                due 12/15/99                                20,325
   12,000      Gencorp, Inc. 8.00%, due 8/1/02              11,550
   35,000      Hasbro, Inc. 6.00%, due 11/15/98             39,375
   35,000      IMC Global, Inc. 6.25%, due 12/01/01         35,700
   35,000      International Paper 5.75%, due 9/23/02       43,794
   30,000      Interpublic Group 3.75%, due 4/1/02          26,700
   60,000      Motorola, Inc. 0%, due 9/27/13               49,200
   50,000      News Corporation 0%, due 3/11/13             23,875
   30,000      Olsten Corporation 4.875%, due 5/15/03       31,800
   30,000      Pennzoil Company 6.50%, due 1/15/03          35,550
   15,000      Raymond Corporation 6.50%, due 12/15/03      18,412
   20,000      Riverwood International 6.75%, due 9/15/03   26,900
   50,000      RPM, Inc. 0%, due 9/30/12                    20,937
   55,000      Thermo Electron Corporation 5.00%,
                 due 4/15/01                                72,875
   90,000      Time Warner Inc. 0%, due 6/22/13             36,112
   40,000      Time Warner Inc. 8.75%, due 1/10/15          41,850
   15,000      Titan Wheel International 4.75%, due 12/1/00 20,606
   15,000      Unifi, Inc. 6.00%, due 3/15/02              $15,075



<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                      CONVERTIBLE PORTFOLIO

                                               PERCENT
  PRINCIPAL                                    OF NET       MARKET
   AMOUNT   CONVERTIBLE DEBENTURES (CONTINUED)  ASSETS      VALUE
  -------   -----------------------------    ----------   ----------
   30,000   USA Waste Services, Inc. 8.50%, due 10/15/02 $  35,250
   25,000   Varlen Corporation 6.50%, due 6/1/03            26,500
                                                          --------
                                                           986,967
                                                          --------
   SHARES   PREFERRED STOCK      30.43%

            AUTO/TRUCKS                         7.88%
            -----------                         -----
     850    Ford Motor Company, $4.20 Prfd Series A         82,556
     900    General Motors, $3.25 Prfd Series C             56,700
                                                          --------
                                                           139,256
                                                          --------
            ELECTRONICS                         0.01%
            -----------                         -----
       3    Comprtonix Corporation, 6% Prfd Series A            10
                                                                --

            FINANCIAL SERVICES                 11.52%
            ------------------                 ------
     450    Banc One Corporation, $3.50 Prfd Series C       26,212
     350    Citicorp, $1.217 Prfd Series 15                 55,694
     550    First Chicago $5.75 Prfd Series B               31,900
     500    Republic New York Corporation $3.375 Prfd       28,875
     500    Soloman, Inc. (Digital), 6.75% Prfd             20,000
     650    Travelers, Inc. $2.75 Prfd Series B             40,788
                                                           -------
                                                           203,469
                                                           -------
            FOOD/BEVERAGE/TABACCO               4.45%
   1,600    ConAgra, Inc. $1.6875 Prfd Series E             56,600
   3,600    RJR Nabisco Holdings Corporation, 
               9% Prfd Series C                             22,050
                                                            ------
                                                            78,650
                                                            ------

            METALS/MINING                       5.00%
     400    Cyprus Amax Mineral Company, $4 Prfd Series A   24,300
     650    Magma Copper Company, 5.625% Prfd Series D      38,594
     550    Wheeling Pittsburgh Corporation, $3.25 
            Prfd Series A                                   25,300
                                                            ------
                                                            88,194
                                                            ------

            PACKAGING/CONTAINER                 1.57%
            -------------------                 -----
     500    Sonoco Products, $2.25 Prfd Series A         $  27,750
                                                            ------


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                      CONVERTIBLE PORTFOLIO

                                              PERCENT
                                              OF NET       MARKET
   SHARES   COMMON STOCK            13.00%     ASSETS        VALUE
   ------   ------------            ------   --------        -----

            CHEMICAL/DRUG                       0.96%
            -------------                       -----
     250    Bristol Meyers Squibb Company               $   17,031
                                                            ------

            COMPUTER RELATED                    1.51%
            ----------------                   ------
     275    International Business Machines, Inc.           26,400
                                                            ------

            FINANCIAL SERVICES                  4.41%
            ------------------                  -----
     548    BankAmerica Corporation                         28,838
     511    Bank of New York Company                        20,632
     300    Federal National Mortgage Association           28,313
                                                            ------
                                                            77,783
                                                            ------
            PETROLEUM RELATED                   2.07%
            -----------------                   -----
   2,500    Tuboscope Vetco International Corporation*      15,938
   2,500    Varco International, Inc.*                      20,625
                                                            ------
                                                            36,563
                                                            ------
            PACKAGING/CONTAINER                 1.40%
            -------------------                 -----
   1,000    Sonoco Products Corporation                     24,750
                                                            ------

            RESTAURANT/FOOD SERVICE             1.62%
            -----------------------             -----
   2,200    Consolidated Products, Inc.*                    28,600
                                                            ------

            TELECOMMUNICATIONS                  1.03%
            ------------------                  -----
   1,000    Alcatel Alsthom ADS                             18,125
                                                            ------

            Total Investments                  99.35%    1,753,548
            Cash Equivalents                    0.17%        2,946
            Net Receivables/(Payables)          0.48%        8,473
                                              -------   ----------
            TOTAL NET ASSETS                  100.00%   $1,764,967
                                              =======   ==========



* Indicates nonincome-producing security.

See accompanying notes to financial statements.


<PAGE>


                     SMITH HAYES TRUST, INC.
                     SCHEDULE OF INVESTMENTS
                           JUNE 30,1995

                       SMALL CAP PORTFOLIO

                                              PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK         95.65%        ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            CHEMICALS                           7.80%
            ---------                           -----
   8,200    Chemed Corporation                          $  284,950
   9,000    Lesco, Inc.                                    140,625
   3,600    OM Group, Inc.                                 102,600
  11,700    Synalloy Corporation                           219,375
                                                           -------
                                                           747,550
                                                           -------
            COMPUTER RELATED                    7.01%
            ----------------                    -----
  17,700    Exabyte Corporation *                          245,588
   8,000    OPTI, Inc. *                                   182,000
   4,900    Zilog, Inc. *                                  244,387
                                                           -------
                                                           671,975
                                                           -------

            ELECTRICAL EQUIPMENT                8.81%
            --------------------                -----
   7,600    Baldor Electric Company                        217,550
  11,000    Gasonics International Corporation*            313,500
   4,500    Kent Electronics Corporation                   170,437
  10,800    Sheldahl, Inc.*                                143,100
                                                           -------
                                                           844,587
                                                           -------

            ELECTRONICS                        17.46%
            -----------                        ------
   9,700    Benchmark Electronics, Inc. *                  238,863
  12,200    BMC Industries, Inc.                           306,525
   9,900    Dovatron International, Inc. *                 242,550
   4,200    Input/Output, Inc. *                           151,200
   6,200    Logicon, Inc.                                  275,900
  12,000    LTX Corporation*                               106,500
  14,400    Verifone, Inc. *                               352,800
                                                        ----------
                                                         1,674,338
                                                        ----------

            ENTERTAINMENT                       2.00%
            -------------                       -----
   9,600    Players International, Inc.*               $   192,000
                                                           -------

* Indicates nonincome-producing security.


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                       SMALL CAP PORTFOLIO

                                               PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            FINANCIAL SERVICES                  7.09%
            ------------------                  -----
   3,600    Cullen/Frost Bankers, Inc.                    $145,800
  11,200    Roosevelt Financial Group, Inc.                186,900
   7,300    TCF Financial Corporation                      346,750
                                                           -------
                                                           679,450
                                                           -------

            INSURANCE                           1.28%
            ---------                           -----
   5,000    Sierra Health Services, Inc.*                  122,500
                                                           -------


            MACHINE/MACHINE TOOL                3.40%
            --------------------                -----
   8,700    AGCO Corporation                               326,250
                                                           -------


            MANUFACTURING                       3.09%
            -------------                       -----
  16,600    Paxar Corporation*                             296,725
                                                           -------


            MEDICAL SUPPLIES/SERVICES           3.30%
            -------------------------           -----
  14,400    Coventry Corporation*                          203,400
   4,000    Lunar Corporation*                             113,000
                                                           -------
                                                           316,400
                                                           -------

            OIL/GAS                             8.55%
            -------                             -----
  13,400    Cairn Energy USA, Inc.*                        147,400
   6,500    Landmark Graphics Corporation*                 165,750
   9,100    Nuevo Energy Company*                          183,138
   7,600    Parker & Parsley Petroleum Company             149,150
  18,100    Tejas Power Corporation Class A *              174,212
                                                           -------
                                                           819,650
                                                           -------

            PUBLISHING/PRINTING                 0.90%
            -------------------                 -----
   6,300    Consolidated Graphics, Inc.*                 $  86,625
                                                            ------


* Indicates nonincome-producing security.


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                       SMALL CAP PORTFOLIO

                                               PERCENT
                                                OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            REAL ESTATE                         4.04%
            -----------                         -----
   8,500    Felcor Suite Hotels, Inc.                   $  216,750
  11,200    RFS Hotel Investors, Inc.                      170,800
                                                           -------
                                                           387,550
                                                           -------
            RETAIL/RETAIL STORE                 5.33%
            -------------------                 -----
   9,000    Big B, Inc.                                    127,125
   9,000    Friedman's Inc. Class A*                       171,000
  28,400    Sun Television and Appliances                  213,000
                                                           -------
                                                           511,125
                                                           -------
            STEEL                               3.36%
            -----                               -----
  13,000    Quanex Corporation                             321,750
                                                           -------

            TELECOMMUNICATIONS                  1.66%
            ------------------                  -----
   9,100    Intervoice Inc.*                               159,250
                                                           -------

            TRANSPORTATION                      5.10%
            --------------                      -----
  14,600    Covenant Transport, Inc. *                     189,800
   9,900    Kirby Corporation *                            157,163
   7,500    M.S. Carriers, Inc. *                          142,500
                                                           -------
                                                           489,463
                                                           -------
            TRUCKING & LEASING                  3.14%
            ------------------                  -----
  18,000    Swift Transportation Co. Inc.*                 301,500
                                                           -------

            WHOLESALE SPECIAL LINE              2.33%
            ----------------------              -----
  12,900    Sodak Gaming, Inc. *                           224,137
                                                           -------


            Total Investments                  95.65%    9,172,825
            Cash Equivalents                    8.75%      839,390
            Net Receivables/(Payables)         (4.40)%   (422,427)
                                              -------   ----------
            TOTAL NET ASSETS                  100.00%   $9,589,788
                                              =======   ==========

* Indicates nonincome-producing security.

See accompanying notes to financial statements.


<PAGE>


                     SMITH HAYES TRUST, INC.
                     SCHEDULE OF INVESTMENTS
                          JUNE 30, 1995

                         VALUE PORTFOLIO

                                              PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK            93.19%     ASSETS        VALUE
   ------   -------------           ------     ------        -----

            AEROSPACE/DEFENSE                   3.77%
            -----------------                   -----
     300    Boeing Company                               $  18,788
     400    Loral Corporation                               20,700
     500    Rockwell International Corporation              22,875
                                                            ------
                                                            62,363
                                                            ------

            BUILDING MATERIALS/CONSTRUCTION     1.51%
            -------------------------------     -----
     700    Sherwin-Williams Company                        24,937
                                                            ------


            CHEMICALS                           1.63%
            ---------                           -----
     400    FMC Corporation *                               26,900
                                                            ------


            COMMERCIAL SERVICES                 4.01%
            -------------------                 -----
   1,500    Dial Corporation                                37,125
     600    FlightSafety International, Inc.                29,250
                                                            ------
                                                            66,375
                                                            ------

            ELECTRICAL EQUIPMENT                6.46%
            --------------------                -----
   1,300    Corning, Inc.                                   42,575
     900    Emerson Electric Company                        64,350
                                                          --------
                                                           106,925
                                                          --------
                                                     
            ELECTRONICS                         5.62%
            -----------                         -----
   1,000    Sundstrand Corporation                          59,750
     600    Varian Associates, Inc.                         33,150
                                                            ------
                                                            92,900
                                                            ------

            ENGINEERING/CONSTRUCTION            1.26%
            ------------------------            -----
     400    Fluor Corp.                                  $  20,800
                                                            ------


* Indicates nonincome-producing security.


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                         VALUE PORTFOLIO

                                              PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            FINANCIAL SERVICES                 11.01%
            ------------------                 ------
   1,000    Bank of New York Company, Inc.               $  40,375
     500    Chase Manhatten Corporation                     23,500
   1,000    Corestates Financial Corporation                34,875
     500    Franklin Resources, Inc.                        22,250
     400    Merrill Lynch & Company, Inc.                   21,000
   1,000    Salomon, Inc.                                   40,125
                                                          --------
                                                           182,125
                                                          --------

            FOOD/BEVERAGES                      1.93%
            --------------                      -----
     700    Pepsico, Inc.                                   31,937
                                                            ------


            FOREST PRODUCTS/PAPER               3.20%
            ---------------------               -----
     600    Mead Corporation                                35,625
     300    Union Camp Corporation                          17,362
                                                            ------
                                                            52,987
                                                            ------

            INSURANCE                           6.06%
            ---------                           -----
     200    American International Group, Inc.              22,800
   1,300    Physician Corporation of America*               17,713
     600    Progressive Corporation Ohio                    23,025
   1,200    U.S. Healthcare, Inc.                           36,750
                                                          --------
                                                           100,288
                                                          --------

            MACHINERY/TOOLS                     5.91%
            ---------------                     -----
     500    Agco Corporation                                18,750
   1,000    Cincinnati Milacron, Inc.                       27,000
   1,500    Harnischfeger Industries, Inc.                  51,938
                                                            ------
                                                          $ 97,688
                                                            ------

* Indicates nonincome-producing security.


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                         VALUE PORTFOLIO

                                              PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            MANUFACTURING                       3.52%
            -------------                       -----
     600    AlliedSignal, Inc.                           $  26,700
     900    Trinova Corporation                             31,500
                                                            ------
                                                            58,200
                                                            ------

            MEDICAL SUPPLIES/SERVICES           1.05%
            -------------------------           -----
     400    Columbia/HCA Healthcare Corporation             17,300
                                                            ------


            METALS/MINING                       1.39%
            -------------                       -----
     500    Timken Company                                  23,062
                                                            ------


            OIL/GAS                            11.39%
            -------                            ------
     400    Anadarko Petroleum Corporation                  17,250
     300    Atlantic Richfield Company                      32,925
     900    Enron Corporation                               31,613
     400    Exxon Corporation                               28,250
     400    Mobil Corporation                               38,400
     900    Western Atlas, Inc.*                            39,937
                                                          --------
                                                           188,375
                                                          --------

            PHARMACEUTICAL/MEDICAL              5.27%
            ----------------------              -----
   1,800    Caremark International, Inc.                    36,000
   4,500    Carter-Wallace, Inc.                            51,188
                                                            ------
                                                            87,188
                                                            ------

            RESTAURANT/FOOD SERVICE             1.08%
            -----------------------             -----
   1,000    Wendy's International, Inc.                     17,875
                                                            ------


            RETAIL/APPAREL                      2.50%
            --------------                      -----
   1,000    Nordstrom, Inc.                              $  41,375
                                                            ------


* Indicates nonincome-producing security.


<PAGE>


                     SMITH HAYES TRUST, INC.
               SCHEDULE OF INVESTMENTS (CONTINUED)

                         VALUE PORTFOLIO

                                               PERCENT
                                               OF NET       MARKET
   SHARES   COMMON STOCK (CONTINUED)           ASSETS        VALUE
  -------   -----------------------------    ----------   ----------
            RETAIL STORE                        6.03%
            ------------                        -----
     700    Circuit City Stores, Inc.                   $   22,138
   2,200    Price/Costco, Inc.*                             35,750
     700    Sears, Roebuck and Company                      41,912
                                                            ------
                                                            99,800
                                                            ------

            TRANSPORTATION                      5.91%
            --------------                      -----
   1,200    Conrail, Inc.                                   66,750
   1,300    Southwest Airlines Company                      31,038
                                                            ------
                                                            97,788
                                                            ------

            UTILITIES                           2.68%
            ---------                           -----
     400    American Electric Power Company                 14,050
   1,100    Peco Energy Company                             30,387
                                                            ------
                                                            44,437
                                                            ------

            Total Investments                  93.19%    1,541,625
            Cash Equivalents                    6.92%      114,488
            Net Receivables/(Payables)         (0.11)%      (1,793)
                                               ------   ----------
            TOTAL NET ASSETS                  100.00%   $1,654,320
                                              =======   ==========



* Indicates nonincome-producing security.

See accompanying notes to financial statements.



<PAGE>


                     SMITH HAYES TRUST, INC.
                     SCHEDULE OF INVESTMENTS
                          JUNE 30, 1995

                GOVERNMENT/QUALITY BOND PORTFOLIO

 PRINCIPAL                                 PERCENT OF       MARKET
   AMOUNT                                  NET ASSETS        VALUE
  -------                                   ----------   ----------
                 U.S. GOVERNMENT SECURITIES    71.62%
                 -----------------------------------

     500,000     Federal Natl. Mtg. Asso. 0%, due 7/17/95   $  498,604
     115,089     Govt. Natl. Mtg. Asso. 11.50%, due 10/15/10   129,512
     306,012     Govt. Natl. Mtg. Asso. 10.00%, due 12/15/18   332,980
       4,750     Govt. Natl. Mtg. Asso. 10.00%, due 5/15/19      5,169
      43,437     Govt. Natl. Mtg. Asso. 9.50%, due 9/15/19      46,003
      46,890     Govt. Natl. Mtg. Asso. 10.00%, due 5/15/20     51,023
     149,425     Govt. Natl. Mtg. Asso. 9.50%, due 9/15/21     158,251
     147,390     Govt. Natl. Mtg. Asso. 7.50%, due 4/15/22     148,081
      96,912     Govt. Natl. Mtg. Asso. 7.50%, due 5/15/23      97,367
     217,493     Govt. Natl. Mtg. Asso. 7.50%, due 1/15/24     218,513
     200,000     Student Loan Mrkt. Asso. Float Rate,
                     due 4/16/96                               200,070
     250,000     U. S. Treasury Note 8.50%, due 11/15/95       252,383
     100,000     U. S. Treasury Note 5.50%, due 4/30/96         99,765
     175,000     U. S. Treasury Note 6.375%, due 8/15/02       177,023
     250,000     U. S. Treasury Note 5.75%, due 8/15/03        242,422
     100,000     U. S. Treasury Bond 10.75%, due 8/15/05       132,594
     300,000     U. S. Treasury Bond 7.125%, due 2/15/23       316,219
   1,000,000     U. S. Treasury Strip 0%, due 5/15/15          255,877
                                                            ----------
                                                             3,361,856

                 CORPORATE BONDS               23.02%

     150,000     Associates Corp. North America 8.375%,
                   due 6/1/96                                  145,481
     225,000     Chase Manhattan Credit Card 8.75%,
                   due 8/15/99                                 230,098
     200,000     ITT Financial Corp. 8.375%, due 8/1/95        200,293
     250,000     Sears Credit Corporation 7.75%, due 9/15/98   254,688
     250,000     Standard Credit Card Trust 5.875%, 
                   due 8/07/96                                 250,000
                                                             1,080,560

            Total Investments                  94.64%        4,442,416
            Cash Equivalents                    4.05%          190,249
            Net Receivables/(Payables)          1.31%           61,259
                                              -------       ----------
            TOTAL NET ASSETS                  100.00%       $4,693,924
                                              =======       ==========

See accompanying notes to financial statements.

<PAGE>


                          SMITH HAYES TRUST, INC.
                    STATEMENT OF ASSETS AND LIABILITIES
                               JUNE 30, 1995



                                                 ASSET
                                              ALLOCATION  BALANCED  CONVERTIBLE
                                              PORTFOLIO  PORTFOLIO  PORTFOLIO
                                             ---------- ---------- ------------
ASSETS:
  Investments in securities, at market    
    value (note 4)                           $1,889,184 2,163,966  1,753,548
  Cash equivalents                             101,251    289,617      2,946
  Accrued interest and dividends receivable      8,950     20,330     13,710
                                                 -----     ------     ------
       Total assets                          1,999,385  2,473,913  1,770,204
                                             ---------  ---------  ---------

LIABILITY:
  Accrued expenses, including investment
   management and service fees and 
   distribution expense reimbursement
    payable to adviser, administrator and      
    distributor (note 3)                         6,087      7,669      5,237
                                                 -----      -----      -----
Net assets applicable to outstanding        
  capital stock                              $1,993,298 2,466,244  1,764,967
                                             ========== =========  =========

NET ASSETS ARE REPRESENTED BY:
  Capital stock outstanding, at par (note 6)       192        226        147
  Additional paid-in capital                 1,677,240  2,096,677  1,607,031
  Accumulated undistributed net 
   investment income                                43         16         86
  Accumulated undistributed net realized 
   gain (loss)                                   76,319     78,924   (21,355)
  Unrealized appreciation (note 5)             239,504    290,401    179,058
                                               -------    -------    -------
       Total amount representing net assets
       applicable to shares outstanding      $1,993,298 2,466,244  1,764,967
                                             ========== =========  =========

Net asset value per share of outstanding    
capital stock                                   $10.37      10.90      11.97
                                                ======      =====      =====

See accompanying notes to financial
statements.



<PAGE>


                          SMITH HAYES TRUST, INC.
                    STATEMENT OF ASSETS AND LIABILITIES
                               JUNE 30, 1995



                                                                    QUALITY
                                               SMALL CAP   VALUE       BOND
                                              PORTFOLIO PORTFOLIO  PORTFOLIO
ASSETS:
  Investments in securities, at market      
value (note 4)                               $9,172,825 1,541,625  4,442,416
  Cash equivalents                             839,390    114,488    190,249
  Accrued interest and dividends receivable      8,126      3,008     69,384
                                                 -----    -------     ------
  Receivable for investment securities sold    113,259      -           -
                                               -------    ------    --------
       Total assets                         10,133,600  1,659,121  4,702,049
                                             ---------- ---------  ---------

LIABILITIES:
  Accrued expenses, including investment
   management and service fees and 
   distribution expense reimbursement payable
   to adviser, administrator and 
   distributor (note 3)                         14,347      4,801      8,125
  Payable for investment securities 
  purchased                                    529,465        -          -
       Total liabilities                       543,812      4,801      8,125
                                               -------      -----      -----
Net assets applicable to outstanding        $9,589,788  1,654,320  4,693,924
                                             ========== =========  =========
capital stock

NET ASSETS ARE REPRESENTED BY:
  Capital stock outstanding, at par (note 6)       711        147        450
  Additional paid-in capital                 8,390,526  1,178,641  4,879,374
  Accumulated undistributed net investment    
    income (loss)                             (95,165)   (51,757)      3,965

  Accumulated undistributed net realized      
   gain (loss)                                (32,255)    384,968  (186,084)

  Unrealized appreciation (depreciation)
   (note 5)                                  1,325,971    142,321    (3,781)
                                             ---------    -------    -------

       Total amount representing net assets
       applicable to shares outstanding      $9,589,788 1,654,320  4,693,924
                                             ========== =========  =========

Net asset value per share of outstanding        $13.49      11.22      10.43
                                                ======      =====      =====
capital stock


See accompanying notes to financial
statements.



<PAGE>

                          SMITH HAYES TRUST, INC.
                          STATEMENT OF OPERATIONS
                          YEAR ENDED JUNE 30, 1995



                                                ASSET
                                               ALLOCATION BALANCED  CONVERTIBLE
                                               PORTFOLIO PORTFOLIO  PORTFOLIO
                                             ----------- ---------- -----------
INVESTMENT INCOME:
  Dividends                                    $36,745     57,123     37,510
  Interest                                     132,453    176,502     68,660
                                               -------    -------     ------
      Total investment income                  169,198    233,625    106,170
                                               -------    -------    -------

EXPENSES (NOTE 3):
  Investment advisory and administration fees   43,111     57,127     26,152
  Distribution expenses                         18,102     23,996     10,996
  Custodial fees                                 4,556      3,000      3,135
  Auditing and tax accounting fees               4,089      3,774      2,422
  Security pricing                               3,140      1,790      1,851
  Other operating expenses                       3,396      4,266      4,852
                                                 -----      -----      -----
      Total expenses                            76,394     93,953     49,408
                                                ------     ------     ------
      Net investment income                     92,804    139,672     56,762
                                                ------    -------     ------

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS (NOTE 5):
  Net realized gain (loss)                     226,971    277,943   (11,847)
                                               -------    -------   --------
  Net unrealized appreciation (depreciation)
    Beginning of period                        117,050    252,523   (23,601)
    End of period                              239,504    290,401    179,058
                                               -------    -------    -------
      Net unrealized appreciation              122,454     37,878    202,659
                                               -------     ------    -------
      Net realized and unrealized gain on    
         investments                            349,425    315,821    190,812
                                               -------    -------    -------
NET INCREASE IN NET ASSETS RESULTING 
FROM OPERATIONS                               $442,229    455,493    247,574
                                              ========    =======    =======


See accompanying notes to financial statements.



<PAGE>



                          SMITH HAYES TRUST, INC.
                          STATEMENT OF OPERATIONS
                          YEAR ENDED JUNE 30, 1995



                                                                   QUALITY
                                             SMALL CAP   VALUE       BOND
                                             PORTFOLIO PORTFOLIO  PORTFOLIO
                                             --------- --------- -----------
INVESTMENT INCOME:
  Dividends                                    $78,177     48,849         -
  Interest                                      33,755      5,293    498,274
                                                ------      -----    -------
      Total investment income                  111,932     54,142    498,274
                                               -------     ------    -------

EXPENSES (NOTE 3):
  Investment advisory and administration fees  100,120     42,310     53,741
  Distribution expenses                         42,219     17,753     27,252
  Custodial fees                                 6,308      4,268      5,381
  Auditing and tax accounting fees               2,804      2,886      3,973
  Security pricing                               3,089      4,206      2,227
  Other operating expenses                       8,299      3,373      7,134
                                                 -----      -----      -----
      Total expenses                           162,839     74,796     99,708
                                               -------     ------     ------
      Net investment income (loss)            (50,907)   (20,654)    398,566
                                              --------   --------    -------

REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS (NOTE 5):
  Net realized gain (loss)                    (37,137)    493,830  (232,150)
                                              --------    -------  ---------
  Net unrealized appreciation (depreciation)
    Beginning of period                      (297,619)    415,335  (356,235)
    End of period                            1,325,971    142,321    (3,781)
                                             ---------    -------    -------
      Net unrealized appreciation   
           (depreciation)                    1,623,590  (273,014)    352,454
                                             ---------  ---------    -------
      Net realized and unrealized gain 
         on investments                      1,586,453    220,816    120,304
                                             ---------    -------    -------
NET INCREASE IN NET ASSETS RESULTING 
  FROM  OPERATIONS                           $1,535,546   200,162    518,870
                                             ==========   =======    =======

See accompanying notes to financial statements.



<PAGE>

                           SMITH HAYES TRUST, INC.
                     STATEMENTS OF CHANGES IN NET ASSETS
                       YEARS ENDED JUNE 30, 1995 AND 1994


                                    ASSET ALLOCATION            BALANCED
                                        PORTFOLIO               PORTFOLIO
                                     1995      1994          1995      1994
                                   --------- --------       -------- -----------
OPERATIONS:
    Net investment income            $92,804    39,031       139,672   116,998
    Net realized gain
      on investments                 226,971 1,051,128       277,943   502,539

    Unrealized appreciation   
      (depreciation)                 122,454 (1,108,816)      37,878 (760,972)
                                     ------- -----------      ------ ---------
        Net increase (decrease)
          in net assets
          resulting from operations  442,229  (18,657)       455,493 (141,435)
                                     -------  --------       ------- ---------

DISTRIBUTIONS TO SHAREHOLDERS
FROM:
    Net investment income             93,316    36,674       140,859   118,108
    Net realized gains               735,471   555,014       490,579   313,476
                                     -------   -------       -------   -------
        Total distributions          828,787   591,688       631,438   431,584
                                     -------   -------       -------   -------

CAPITAL SHARE TRANSACTIONS:
(NOTE 6)
    Proceeds from sales               89,077   365,135       295,171 1,154,960
    Payment for redemptions       (3,881,092)(1,437,098)  (4,899,867)(1,377,276)
    Reinvestment of net investment
     income and net realized
     gain distributions
     at net asset value              828,787   591,397       623,511   427,119
                                     -------   -------       -------   -------
        Total increase
        (decrease) from capital
          share transactions      (2,963,228)(480,566)    (3,981,185)  204,803
                                  ----------  ---------   ----------- --------
        Total decrease in
         net assets               (3,349,786)(1,090,911)  (4,157,130)(368,216)

NET ASSETS:
  Beginning of period              5,343,084 6,433,995     6,623,374 6,991,590
                                   --------- ---------     --------- ---------
  End of period                   $1,993,298 5,343,084     2,466,244 6,623,374
                                  ========== =========     ========= =========

See accompanying notes to
financial statements.


<PAGE>


                           SMITH HAYES TRUST, INC.
                     STATEMENTS OF CHANGES IN NET ASSETS
                       YEARS ENDED JUNE 30, 1995 AND 1994


                                      CONVERTIBLE              SMALL CAP
                                        PORTFOLIO               PORTFOLIO
                                     1995      1994          1995      1994
                                  ---------- ----------    --------- ----------
OPERATIONS:
    Net investment income (loss)     $56,762    62,873      (50,907)  (30,671)
    Net realized gain (loss) 
    on  investments                 (11,847)   259,369      (37,137)  376,828

    Unrealized appreciation     
     (depreciation)                 202,659 (412,999)     1,623,590 (518,423)
                                     ------- ---------     --------- ---------

        Net increase (decrease)
          in net assets
          resulting from operations 247,574  (90,757)     1,535,546 (172,266)
                                    -------  --------     --------- ---------

DISTRIBUTIONS TO SHAREHOLDERS
FROM:
    Net investment income             58,599    62,336
                                                                -          -
    Net realized gains               165,477    77,731       276,654   129,226
                                     -------    ------       -------   -------
        Total distributions          224,076   140,067       276,654   129,226
                                     -------   -------       -------   -------

CAPITAL SHARE TRANSACTIONS:
(NOTE 6)
    Proceeds from sales              169,674   830,694     3,211,418 4,916,459
    Payment for redemptions       (1,359,579)(399,942)    (2,372,561)(663,011)
    Reinvestment of netinvestment
     income and net realized
     gain distributions
     at net asset value              223,270   139,300       273,095   129,226
                                     -------   -------       -------   -------
        Total increase
         (decrease) from capital
          share transactions       (966,635)   570,052     1,111,952 4,382,674
                                   ---------   -------     --------- ---------
        Total increase 
          (decrease) in net assets (943,137)   339,228     2,370,844 4,081,182


NET ASSETS:
  Beginning of period              2,708,104 2,368,876     7,218,944 3,137,762
                                   --------- ---------     --------- ---------
  End of period                   $1,764,967 2,708,104     9,589,788 7,218,944
                                  ========== =========     ========= =========


See accompanying notes to
financial statements.


<PAGE>

                           SMITH HAYES TRUST, INC.
                     STATEMENTS OF CHANGES IN NET ASSETS
                       YEARS ENDED JUNE 30, 1995 AND 1994


                                         VALUE             GOVERNMENT/QUALITY
                                       PORTFOLIO             BOND PORTFOLIO
                                     1995      1994          1995      1994
                                     ----      ----          ----      ----
OPERATIONS:
    Net investment income (loss)   ($20,654)  (28,848)       398,566   466,128
    Net realized gain (loss) 
     on investments                  493,830   343,008     (232,150)    74,839

    Unrealized appreciation       
      (depreciation)                (273,014) (591,469)       352,454 (712,515)
                                    --------- ---------       ------- ---------

        Net increase (decrease)
          in net assets
          resulting from operations  200,162 (277,309)       518,870 (171,548)
                                     ------- ---------       ------- ---------

DISTRIBUTIONS TO SHAREHOLDERS
FROM:
    Net investment income               -         -          406,678   466,252
    Net realized gains               409,507      -              292   166,196
                                     ------- -----------         ---   -------
         Total distributions          409,507     -          406,970   632,448
                                     ------- -----------     -------   -------
                                         

CAPITAL SHARE TRANSACTIONS:
(NOTE 6)
    Proceeds from sales              323,001   793,554       767,050 1,665,565
    Payment for redemptions       (4,155,154)(1,398,732)  (5,398,157)(2,344,444)
    Reinvestment of net
     investment income and net
     realized gain distributions
     at net asset value              409,507      -          380,984   605,636
                                     ------- -----------     -------   -------
  
        Total decrease from capital
          share transactions      (3,422,646)(605,178)    (4,250,123) (73,243)
                                   --------- ---------    ----------  --------
        Total decrease in
           net assets             (3,631,991)(882,487)    (4,138,223)(877,239)

NET ASSETS:
  Beginning of period              5,286,311 6,168,798     8,832,147 9,709,386
                                   --------- ---------     --------- ---------
  End of period                   $1,654,320 5,286,311     4,693,924 8,832,147
                                  ========== =========     ========= =========


See accompanying notes to
financial statements.


<PAGE>


                            SMITH HAYES TRUST, INC.
                              FINANCIAL HIGHLIGHTS
               YEARS ENDED JUNE 30, 1995, 1994, 1993, 1992 AND 1991



                                           ASSET ALLOCATION PORTFOLIO

                                    1995       1994       1993      1992    1991
                                    ----       ----       ----      ----    ----
NET ASSET VALUE:
  Beginning of period             $11.08      12.33      11.61     10.96   10.09
                                  ------      -----      -----     -----   -----

  Income (loss) from investment
    operations:
    Net investment income           0.27       0.07       0.11      0.12    0.24
    Net realized and
     unrealized gain
     (loss) on investments          1.02     (0.15)       1.00      0.78    1.14
                                    ----     ------       ----      ----    ----
     Total income (loss) from
         investment                 1.29     (0.08)       1.11      0.90    1.38
                                    ----     ------       ----      ----    ----
operations

  Less distributions:
    Dividends from net           
      investment income           (0.27)     (0.07)     (0.11)    (0.12)  (0.34)
    Distributions from  
      capital gains               (1.73)     (1.10)     (0.28)    (0.13)  (0.17)
                                  ------     ------     ------    ------  ------
     Total distributions          (2.00)     (1.17)     (0.39)    (0.25)  (0.51)
                                  ------     ------     ------    ------  ------
  End of period                   $10.37      11.08      12.33     11.61   10.96
                                  ======      =====      =====     =====   =====

TOTAL RETURN                      19.10%     (.66%)      9.51%     8.19%  12.95%
                                  ======     ======      =====     =====  ======

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period $1,993,298 5,343,084  6,433,995 6,937,275  6,470,722

  Ratio of expenses to             
   average net assets              2.12%      1.96%      1.93%     2.15%   2.39%

  Ratio of net income to  
   average net assets              2.57%      0.64%      0.91%     1.04%   2.05%

  Portfolio turnover rate         46.38%    117.77%     40.53%    19.42%  48.30%


See accompanying notes to
financial statements.


<PAGE>

                            SMITH HAYES TRUST, INC.
                              FINANCIAL HIGHLIGHTS
               YEARS ENDED JUNE 30, 1995, 1994, 1993, 1992 AND 1991



                                               BALANCED PORTFOLIO

                                    1995       1994       1993      1992    1991
                                    ----       ----       ----      ----    ----
NET ASSET VALUE:
  Beginning of period             $11.26      12.23      11.10     10.72   10.77
                                  ------      -----      -----     -----   -----

  Income (loss) from investment operations:
    Net investment income           0.33       0.20       0.34      0.36    0.37
    Net realized and unrealized gain
        (loss) on investments       0.74     (0.43)       1.13      0.38    0.02
                                    ----     ------       ----      ----    ----
     Total income (loss) from
         investment                 1.07     (0.23)       1.47      0.74    0.39
                                    ----     ------       ----      ----    ----
operations

  Less distributions:
    Dividends from net          
     investment income            (0.33)     (0.20)     (0.34)    (0.36)  (0.34)

    Distributions from 
     capital gains                (1.10)     (0.54)       -        -      (0.10)
                                  ------     ------   -------   -------- ------
      Total distributions         (1.43)     (0.74)     (0.34)    (0.36)  (0.44)
                                  ------     ------     ------    ------  ------
  End of period                   $10.90      11.26      12.23     11.10   10.72
                                  ======      =====      =====     =====   =====

TOTAL RETURN                      11.18%    (1.99%)     13.16%     6.81%   4.84%
                                  ======    =======     ======     =====   =====

RATIOS/SUPPLEMENTAL DATA:
  Net assets,end of period $2,466,244  6,623,374  6,991,590 7,386,180  6,122,831

  Ratio of expenses to  
    average net assets             1.96%      1.91%      1.89%     2.13%   2.31%
  Ratio of net income to  
  average net assets               2.92%      1.65%      2.59%     3.20%   3.95%
  Portfolio turnover rate         78.34%     24.17%     24.72%    40.63%  31.70%


See accompanying notes to
financial statements.



<PAGE>


                            SMITH HAYES TRUST, INC.
                              FINANCIAL HIGHLIGHTS
               YEARS ENDED JUNE 30, 1995, 1994, 1993, 1992 AND 1991



                                             CONVERTIBLE PORTFOLIO

                                    1995       1994       1993      1992    1991
                                    ----       ----       ----      ----    ----
NET ASSET VALUE:
  Beginning of period             $11.69      12.58      10.76      9.96    9.86
                                  ------      -----      -----      ----    ----

  Income (loss) from investment operations:
    Net investment income           0.30       0.29       0.33      0.31    0.40
    Net realized and
         unrealized gain
        (loss) on investments       1.01     (0.53)       2.16      0.80  (0.06)
                                    ----     ------       ----      ----  ------
     Total income (loss) from
         investment operations      1.31     (0.24)       2.49      1.11    0.34
                                    ----     ------       ----      ----    ----
  Less distributions:
    Dividends from net          
      investment income           (0.30)     (0.29)     (0.33)    (0.31)  (0.21)
    Distributions from     
      capital gains               (0.73)     (0.36)     (0.34)       -    (0.03)
                                  ------     ------     ------   -------- ------
      Total distributions         (1.03)     (0.65)     (0.67)    (0.31)  (0.24)
                                  ------     ------     ------    ------  ------

  End of period                   $11.97      11.69      12.58     10.76    9.96
                                  ======      =====      =====     =====    ====

TOTAL RETURN                      14.09%    (2.26%)     24.06%    10.95%   5.09%
                                  ======    =======     ======    ======   =====

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period  $1,764,967 2,708,104  2,368,876 1,791,325 1,188,680

  Ratio of expenses to           
  average net assets               2.25%      2.06%      2.13%     2.48%   2.79%

  Ratio of net income to     
    average net assets             2.58%      2.27%      2.91%     2.85%   3.48%

  Portfolio turnover rate         51.31%     65.76%     69.72%    96.02%  70.77%


See accompanying notes to financial statements.


<PAGE>


                      SMITH HAYES TRUST, INC.
                        FINANCIAL HIGHLIGHTS
              YEARS ENDED JUNE 30, 1995, 1994 AND 1993



                                              SMALL CAP PORTFOLIO

                                          1995       1994       1993
                                          ----       ----       ----
NET ASSET VALUE:
  Beginning of period                   $11.59      11.77      10.00
                                        ------      -----      -----

  Income from investment
   operations:
    Net investment loss                 (0.08)     (0.07)     (0.05)
    Net realized and unrealized gain
        on investments                    2.34       0.20       1.83
                                          ----       ----       ----
     Total income from
         investment operations            2.26       0.13       1.78
                                          ----       ----       ----

    Distributions from capital gains     (0.36)     (0.31)     (0.01)
                                        ------     ------     ------
  End of period                         $13.49      11.59      11.77
                                        ======      =====      =====

TOTAL RETURN                            20.33%      1.21%     17.80%
                                        ======      =====     ======

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period         $9,589,788  7,218,944  3,137,762

  Ratio of expenses to average 
     net assets                           1.93%      1.91%      2.18%
  Ratio of net income to average
     net assets                          (0.60%)    (0.60%)    (0.87%)
  Portfolio turnover rate                86.50%     75.23%     47.55%


See accompanying notes to financial statements.


<PAGE>


                            SMITH HAYES TRUST, INC.
                              FINANCIAL HIGHLIGHTS
               YEARS ENDED JUNE 30, 1995, 1994, 1993, 1992 AND 1991



                                                  VALUE PORTFOLIO

                                    1995       1994       1993      1992    1991
                                    ----       ----       ----      ----    ----
NET ASSET VALUE:
  Beginning of period             $11.29      11.92      10.24      9.35    9.75
                                  ------      -----      -----      ----    ----

  Income (loss) from investment operations:
    Net investment income         (0.06)     (0.06)       0.02      0.00    0.14
    Net realized and
       unrealized gain
        (loss) on investments       0.69     (0.57)       1.68      0.90  (0.25)
                                    ----     ------       ----      ----  ------
     Total income (loss) from
         investment operations      0.63     (0.63)       1.70      0.90  (0.11)
                                    ----     ------       ----      ----  ------

    Dividends from net      
      investment income             -         -         (0.02)    (0.01)  (0.29)
    Distributions from       
      capital gain                (0.70)     -          -          -         -
                                   -----    -----      -----      -----    ----
      Total distributions         (0.70)      -         (0.02)    (0.01)  (0.29)
                                  ------ -----------    ------    ------  ------
                    
  End of period                   $11.22      11.29      11.92     10.24    9.35
                                  ======      =====      =====     =====    ====

TOTAL RETURN                      11.30%    (5.29%)     16.60%     9.67% (2.42%)
                                  ======    =======     ======     ===== =======

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period   $1,654,320 5,286,311 6,168,798 5,138,910 3,983,877

  Ratio of expenses to           
     average net assets        2.11%      1.98%      1.97%     2.35%   2.46%
  Ratio of net income to                                             
     average net assets       (0.58%)    (0.48%)      0.18%   (0.03%)  1.70%
  Portfolio turnover rate     96.81%     68.07%     62.24%   113.56%  31.78%


See accompanying notes to
financial statements.



<PAGE>



                            SMITH HAYES TRUST, INC.
                              FINANCIAL HIGHLIGHTS
               YEARS ENDED JUNE 30, 1995, 1994, 1993, 1992 AND 1991



                                        GOVERNMENT/QUALITY BOND PORTFOLIO

                                    1995       1994       1993      1992    1991
                                    ----       ----       ----      ----    ----
NET ASSET VALUE:
  Beginning of period             $10.21      11.17      10.93     10.42   10.31
                                  ------      -----      -----     -----   -----

  Income (loss) from investment operations:
    Net investment income           0.60       0.54       0.64      0.73    0.57
    Net realized and
    unrealized gain
        (loss) on investments       0.22     (0.75)       0.43      0.60    0.11
                                    ----     ------       ----      ----    ----
     Total income (loss) from
         investment                 0.82     (0.21)       1.07      1.33    0.68
                                    ----     ------       ----      ----    ----
operations

  Less distributions:
    Dividends from net      
      investment income           (0.60)     (0.54)     (0.64)    (0.71)  (0.51)
   
    Distributions from   
       capital gains                -        (0.21)     (0.19)    (0.11)  (0.06)
                                  -------    ------     ------    ------  ------
      Total distributions         (0.60)     (0.75)     (0.83)    (0.82)  (0.57)
                                  ------     ------     ------    ------  ------
  End of period                   $10.43      10.21      11.17     10.93   10.42
                                  ======      =====      =====     =====   =====

TOTAL RETURN                       9.42%    (2.00%)     11.00%    12.79%   8.91%
                                   =====    =======     ======    ======   =====

RATIOS/SUPPLEMENTAL DATA:
  Net assets, end of period $4,693,924  8,832,147  9,709,386 8,112,226 6,060,110

  Ratio of expenses to       
   average net assets              1.47%      1.37%      1.38%     1.50%   1.58%

  Ratio of net income to  
   average net assets              5.86%      4.94%      6.25%     6.64%   6.92%

  Portfolio turnover rate          9.33%    218.11%    175.95%   507.52% 102.55%


See accompanying notes to
financial statements.



<PAGE>


                     SMITH HAYES TRUST, INC.
                  NOTES TO FINANCIAL STATEMENTS
                     YEAR ENDED JUNE 30, 1995

1. ORGANIZATION
    SMITH  HAYES  Trust,  Inc.  (the Fund) is  registered  under the  Investment
    Company  Act of 1940,  as amended,  as a  diversified,  open-end  management
    investment  company.  The Fund  issues  its shares in  series,  each  series
    representing a distinct  portfolio  with its own  investment  objectives and
    policies.   These  financial   statements   relate  only  to  the  following
    portfolios:

      Asset Allocation Portfolio        Small Cap Portfolio
      Balanced Portfolio                Value Portfolio
      Convertible Portfolio             Government/Quality Bond Portfolio

2.  SUMMARY OF  SIGNIFICANT  ACCOUNTING  POLICIES The  following is a summary of
    significant  accounting  policies  employed  by the  Fund in  preparing  its
    financial statements:

    VALUATION OF INVESTMENTS
    Investment  securities are carried at market  determined using the following
    valuation methods:

    o  Securities traded on a national or regional stock exchange or included in
       the NASDAQ  National  Market  System are valued at the last quoted  sales
       price.

    o  Securities  not listed on an  exchange or  securities  for which a latest
       quoted  sales  price  is not  readily  available  and  securities  traded
       over-the-counter  but not included in the NASDAQ  National  Market System
       are valued at the mean of the closing bid and asked prices.

    o  Securities  including  bonds or other  assets for which  reliable  recent
       market  quotations  are not readily  available  are valued at fair market
       value as  determined in good faith or under the direction of The Board of
       Directors.  Determination  of fair value  involves,  among other  things,
       reference to market indices,  matrices and data from independent  brokers
       and pricing services.

    All securities are valued in accordance with the above policies at the close
    of each business day.

    At June 30,  1995,  the  cost of  investment  securities  is  identical  for
    financial reporting and income tax purposes.


<PAGE>


                            SMITH HAYES TRUST, INC.
                         NOTES TO FINANCIAL STATEMENTS

2. CONTINUED
    When a call option is written on behalf of a  portfolio,  an amount equal to
    the premium  received by the  portfolio is included by the  portfolio in the
    portfolio's  statement of assets and liabilities as a liability.  The amount
    of the  liability  is  subsequently  marked to market to reflect the current
    value of the option written.  The current market value of a traded option is
    the last sales price on the  principal  exchange  on which such  options are
    traded, or in the absence of such a sale, at the latest ask quotation.  When
    an option expires on its stipulated  expiration date or the portfolio enters
    into a closing purchase transaction,  the portfolio realizes a gain (or loss
    if the cost of a closing  transaction  exceeds the premium received when the
    option  was  sold)  without  regard  to any  unrealized  gain or loss on the
    underlying   security,   and  the  liability   related  to  such  option  is
    extinguished.  When an option is exercised, the portfolio realizes a gain or
    loss from the sale of the  underlying  security and the  proceeds  from such
    sale are decreased by the premium originally received.

    When a put option is written,  an amount  equal to the  premium  paid by the
    portfolio  is included by the  portfolio  in the  portfolio's  statement  of
    assets and liabilities as an asset.  The amount of the asset is subsequently
    marked to market to reflect the  current  value of the option  written.  The
    current  market  value of a traded  option  is the last  sales  price on the
    principal  exchange on which such  options are traded,  or in the absence of
    such a sale,  at the latest  ask  quotation.  When an option  expires on its
    stipulated  expiration  date or the  portfolio  enters into a closing  sales
    transaction, the portfolio realizes a gain (or loss if the cost of a closing
    transaction is lower than the premium paid when the option was sold) without
    regard to any unrealized  gain or loss on the underlying  security,  and the
    asset related to such option is  extinguished.  When an option is exercised,
    the  portfolio  realizes  a gain or loss  from  the  sale of the  underlying
    security  and the  proceeds  from  the  sale are  increased  by the  premium
    originally paid.

    At June 30, 1995, the portfolios authorized to write option contracts had no
    such option contracts outstanding nor were any written during the period.

    SECURITY TRANSACTIONS
    Security transactions are accounted for on the date securities are purchased
    or sold (trade date).  Dividend income is recognized on the ex-dividend date
    and interest income,  including  amortization of premium and discount on the
    straight-line basis, is accrued daily.

    Realized   investment  gains  and  losses  are  determined  by  specifically
    identifying the issue sold.


<PAGE>


                            SMITH HAYES TRUST, INC.
                         NOTES TO FINANCIAL STATEMENTS

2. CONTINUED
    FEDERAL INCOME TAXES
    It is the  policy of each  portfolio  to  comply  with  requirements  of the
    Internal  Revenue Code applicable to regulated  investment  companies and to
    distribute  virtually all of the taxable income  generated by the portfolios
    to their  shareholders  within the time period  allowed by Federal law. Each
    portfolio  is  treated  as a  separate  entity  for tax  purposes,  and on a
    calendar  basis  will  distribute  substantially  all of its net  investment
    income and realized  gains,  if any, to avoid payment of any federal  excise
    tax. The portfolios will not distribute net realized  losses.  Distributions
    will be made when capital  gains have been  generated to cover these losses.
    Each portfolio prepares its tax return on an accrual basis.

    DISTRIBUTIONS TO SHAREHOLDERS
    Dividends to shareholders are recorded on the ex-dividend date.

    CASH EQUIVALENTS
    The Fund considers  investments with a maturity of three months or less when
    purchased to be cash equivalents.

3.  RELATED PARTY TRANSACTIONS
    The  Fund  and each of its  portfolios  have  retained  CONLEY  SMITH,  Inc.
    (formerly  SMITH HAYES  Portfolio  Management,  Inc.) (the Adviser) as their
    exclusive  investment  adviser.  The agreement provides that each portfolio,
    except the  Government/Quality  Bond  Portfolio,  will pay the Adviser a fee
    equal to 1% per  annum of the  portfolio's  average  daily net  assets.  The
    Government/Quality  Bond  Portfolio pays .60% per annum of its average daily
    net assets.

    The  Fund  and  each  of  its  portfolios   have  also  retained   Lancaster
    Administrative   Services,   Inc.  (the   Administrator)  to  act  as  their
    administrator  to provide  routine  administrative  services and to serve as
    transfer  agent.  The  agreement  provides that the  portfolios  will pay an
    administrative  fee to the  Administrator  equal to .1875%  per annum of the
    average daily net assets of each portfolio.

    In addition to the  advisory and  administrative  services  agreements,  the
    Trust and each  portfolio  have  retained  SMITH  HAYES  Financial  Services
    Corporation  (the  Distributor),  a company related through common ownership
    and management, to act as the underwriter and distributor of the portfolio's
    shares.  Pursuant to the shareholder  approved  distribution plan under Rule
    12b-1, each portfolio will


<PAGE>


                            SMITH HAYES TRUST, INC.
                         NOTES TO FINANCIAL STATEMENTS

3.  CONTINUED
    reimburse  the  distributor  for  shareholder-related  expenses  incurred in
    connection with the distribution of the portfolio's shares,  however,  under
    no  circumstances  shall  such  reimbursement  exceed  .50% per annum of the
    portfolio's average daily net assets (.40% for the  Government/Quality  Bond
    Portfolio).

    Under the terms of the  advisory/administrative  and distribution agreements
    outlined  above,  the  portfolios  collectively  paid $322,561 and $140,288,
    respectively,  for such  services.  Of the amount  paid to the  Distributor,
    $121,994 was retained by them for sales of the Trust's  shares made by their
    agents and brokers.

    At  June  30,   1995,   the   following   accrued   investment   management,
    administrative  fees and distribution  expenses were payable to the Adviser,
    Administrator and the Distributor:

                              Payable     Payable       Payable
                                to          to           to
                              Adviser  Administrator Distributor Total
    Asset Allocation Portfolio  $1,596     $  299      $  890  $ 2,785
    Balanced Portfolio           2,164        406       1,189    3,759
    Convertible Portfolio        1,406        264         749    2,419
    Small Cap Portfolio          7,441      1,395       3,838   12,674
    Value Portfolio              1,326        249         741    2,316
    Government/Quality
      Bond Portfolio             2,284        714       1,643    4,641
                               =======     ======      ======  =======


    Under the terms of the adviser  agreement,  the Adviser may be  obligated to
    reimburse  a  portfolio  up to the amount of the  Adviser's  fee paid to the
    Adviser if during any year the  expenses  of the  portfolio,  including  the
    Adviser's  fee,  exceed  certain  limitations.  At June 30, 1995, no expense
    reimbursement was required.

    In  addition  to the  amounts  paid by the  portfolios  under  the  adviser,
    administrative and distribution  plans, the portfolios  primarily used SMITH
    HAYES Financial Services Corporation (SMITH HAYES) to affect security trades
    on  their  behalf.   As  is  customary  in  the  industry,   the  investment
    sub-advisers  evaluate the pricing and ability to execute the transaction in
    selecting brokers to affect trades.  SMITH HAYES was paid commissions in the
    amount of $68,716 for their brokerage  services during the period ended June
    30, 1995.


<PAGE>



                     SMITH HAYES TRUST, INC.
                  NOTES TO FINANCIAL STATEMENTS

4.  INVESTMENT
    Cost of investment securities held at June 30, 1995, was as follows for each
    portfolio:

         Asset Allocation Portfolio         $1,649,680
         Balanced Portfolio                  1,873,565
         Convertible Portfolio               1,574,490
         Small Cap Portfolio                 7,846,854
         Value Portfolio                     1,399,304
         Government/Quality Bond Portfolio   4,446,197

5.  SECURITIES TRANSACTIONS
    Purchases of  securities  and proceeds from sales during the year ended June
    30, 1995, were as follows for each portfolio:

                                       Purchases of      Proceeds
                                        Securities     from Sales
      Asset Allocation Portfolio        $1,618,671    $ 5,320,722
      Balanced Portfolio                 3,021,333      6,015,846
      Convertible Portfolio              1,089,325      2,209,887
      Small Cap Portfolio                8,090,420      6,806,478
      Value Portfolio                    3,360,196      7,259,984
      Government/Quality Bond Portfolio  6,397,615     10,703,201

    At June 30,  1995,  the  aggregate  gross  unrealized  appreciation  and the
    aggregate gross unrealized depreciation of securities in each portfolio were
    as follows:

                                          Aggregate Gross
                                             Unrealized
                                     Appreciation    Depreciation
      Asset Allocation Portfolio      $  244,549     $    5,045
      Balanced Portfolio                 310,992         20,591
      Convertible Portfolio              208,455         29,397
      Small Cap Portfolio              1,539,100        213,129
      Value Portfolio                    169,849         27,528
      Government/Quality Bond Portfolio   50,516         54,297
                                       ============  ==========

6.  CAPITAL SHARE TRANSACTIONS
    The Fund is  authorized  to issue a total of one  billion  shares  of common
    stock  in  series  with a par  value  of  $.001  per  share.  The  following
    summarizes the shares of each portfolio at June 30, 1995:


<PAGE>


                     SMITH HAYES TRUST, INC.
                  NOTES TO FINANCIAL STATEMENTS

6.  (CONTINUED)
                                                 Shares
                                         Authorized   Outstanding
      Asset Allocation Portfolio         10,000,000   192,164.376
      Balanced Portfolio                 10,000,000   226,168.951
      Convertible Portfolio              10,000,000   147,406.527
      Small Cap Portfolio                10,000,000   710,792.587
      Value Portfolio                    10,000,000   147,480.547
      Government/Quality Bond Portfolio  10,000,000   450,012.783

    Transactions  in the capital stock of each portfolio for the year ended June
    30, 1995, were as follows:

                                         Asset
                                        Allocation     Balanced     Convertible
                                        Portfolio     Portfolio     Portfolio
        Transactions in shares:
        Shares sold                     8,192.273     26,126.648    14,697.652
        Shares redeemed              (391,623.465)  (448,429.652) (119,744.166)
        Reinvested distributions       93,235.940     60,212.693    20,799.166
        Net decrease                 (290,195.252)  (362,090.311)  (84,247.348)

                                                                     Government/
                                          Small Cap       Value    Quality Bond
                                           Portfolio     Portfolio    Portfolio
        Transactions in shares:
        Shares sold                   258,890.892     29,339.030    75,172.609
        Shares redeemed              (193,771.801)  (391,689.929) (527,491.743)
        Reinvested distributions       22,968.427     41,658.848    37,484.980
        Net increase (decrease)        88,087.518   (320,692.051) (414,834.154)

    At June 30,  1995,  directors,  officers  and  employees  of the  Fund,  the
    Adviser, Administrator and Distributor and their immediate families held the
    following in each portfolio:
                                             Shares        Value
         Asset Allocation                    575.131     $  5,964
         Balanced Portfolio                  152.468        1,662
         Convertible Portfolio             2,849.095       34,104
         Small Cap Portfolio               6,932.841       93,524
         Value Portfolio                     822.582        9,229
         Government/Quality Bond Portfolio 4,731.099       49,345
                                           =========     ========


<PAGE>


                            SMITH HAYES TRUST, INC.
                         NOTES TO FINANCIAL STATEMENTS

7.  BUSINESS CHANGES
   On  December  20,  1995,  the  Board  of  Directors  of the  Fund  designated
   50,000,000  shares  of the  authorized  but  unissued  shares  of the Fund to
   establish the Capital  Builder Fund.  The Capital  Builder Fund will commence
   operations in the fall of 1995.  Capitalization  of the Capital  Builder Fund
   will  occur,  in part,  through  the  combination  of the  Asset  Allocation,
   Balanced and Value Portfolios.

   In April of 1995, the adviser SMITH HAYES Portfolio Management,  Inc. changed
   its name to CONLEY SMITH, Inc.

   On July 18, 1995, the Board of Directors of the Fund approved the appointment
   of Lancaster  Administrative  Services,  Inc. successor to the transfer agent
   and administrative services functions of the adviser CONLEY SMITH, Inc.

<PAGE>

     
                            SMITH HAYES TRUST, INC.
                          NEBRASKA TAX-FREE PORTFOLIO
                                 ANNUAL REPORT
                                 JUNE 30, 1995



<PAGE>

                               TABLE OF CONTENTS




                  Shareholder Letter.............................   1

                  Comparison Graph...............................   2

                  Independent Auditors' Report...................   3
 
                  Schedule of Investments........................   4

                  Statement of Assets and Liabilities............  11
   
                  Statement of Operations........................  12

                  Statements of Changes in Net Assets............  13

                  Financial Highlights...........................  14

                  Notes to Financial Statements..................  15


<PAGE>


SMITH HAYES Trust, Inc.

To Fellow Shareholders:

The total return in the tax-exempt market was relatively favorable in the fiscal
year ended June 30, 1995. Based on the Lehman Brothers Municipal Bond Index, the
return for the fiscal year was 8.8%. During the same time frame, the
return on the Nebraska Tax-Free Portfolio was 8.5%.

During the fiscal year, there were two different markets.  In the second half of
the calendar year 1994, the Federal  Reserve Board, in an effort to moderate the
rate of growth in the economy and place some  restraint on the  inflation  rate,
continued its policy of increasing the Federal Funds rate  initiated  earlier in
the year. As a consequence,  there was a negative total return in the tax-exempt
market for the first half of the fiscal year.

With the market as a barometer, the Federal Reserve was apparently successful as
the rate of growth in the economy  slowed,  interest  rates  declined,  and bond
prices  increased  during the first six months of 1995.  As a  consequence,  the
return on the Portfolio was 10% for the period and 8.5% for the full year.

At the present time, most  economists  anticipate that the economy will continue
to grow at a moderate rate throughout 1995 and 1996 with inflation  remaining in
check.  As a  consequence,  interest rates are not expected to evidence the same
volatility experienced over the past 12 months. Therefore, we believe the return
in current year will be more  reflective of interest income than from changes in
market prices.

Recently  there  have been  discussions  regarding  possible  changes in the tax
legislation,  which could reduce the benefits of owning  tax-exempt  securities.
While the outcome is  uncertain,  at this time, we plan to maintain a relatively
short maturity  schedule with an average life of probably less than seven years.
Although the yield curve is relatively flat beyond ten years, this strategy will
sacrifice some yield,  but will provide a greater level of protection to capital
in the event that significant changes are made to the tax structure.

Please contact your Nebraska Tax-Free Portfolio  representative   if  you   have
any questions regarding your investment.

Sincerely,



John H. Conley
President                                                          July 20, 1995


<PAGE>


GRAPH

COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN NEBRASKA TAX-FREE
PORTFOLIO AND THE LEHMAN BROTHERS MUNICIPAL BOND INDEX

AVG. ANNUAL RETURN FOR NEBRASKA TAX FREE
1 YEAR       8.46%
INCEPTION    3.39%

06/30/95 VALUE
NEBRASKA TAX-FREE PORTFOLIO  $10, 261.53
LEHMAN BROS. MUNICIPAL       $10,900.73




Past performance is not predictive of future performance.

Results  reflect  payment of a maximum  sales charge of  3.9%  on  the  $10,000
investment with dividends reinvested.

For the period July 12, 1993 through June 30, 1995.


<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Board of Directors
SMITH HAYES Trust, Inc.

We have audited the accompanying statement of assets and liabilities,  including
the schedule of investments,  of the SMITH HAYES Trust,  Inc.  Nebraska Tax-Free
Portfolio as of June 30, 1995, the related  statements of operations and changes
in net assets,  and the  financial  highlights  for the year then  ended.  These
financial  statements  and financial  highlights are the  responsibility  of the
Portfolio's  management.  Our  responsibility  is to express an opinion on these
financial  statements and financial highlights based on our audit. The statement
of changes in net assets and the financial  highlights  for the period from July
12, 1993  (commencement  of  operations)  to June 30, 1994 were audited by other
auditors whose report dated July 22, 1994,  expressed an unqualified  opinion on
such statement and such financial highlights.

We conducted our audit 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  securities  owned as of June 30, 1995 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 audit provides a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all material  respects,  the  financial  position of the SMITH HAYES
Trust, Inc. Nebraska Tax-Free  Portfolio as of June 30, 1995, the results of its
operations,  changes in its net assets,  and financial  highlights  for the year
then ended, in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Lincoln, Nebraska
July 21, 1995


<PAGE>

                          NEBRASKA TAX-FREE PORTFOLIO
                            SCHEDULE OF INVESTMENTS
                                 JUNE 30, 1995
                                                            PERCENT
                                                             OF NET
 PRINCIPAL                                                   ASSETS      MARKET
  AMOUNT                                                     98.72%       VALUE
- ----------                                                   ------     --------
                                 Education                   11.65%
                                 ---------                   -----

    200,000   Nebraska Educational Facilities Authority
              Revenue Bonds, Series
                1993 (Nebraska Wesleyan University Project),            $198,238
              5.55% due 9/1/07

    100,000   Nebraska Educational Finance Authority Revenue
              Bonds, Series
                1994 (Dana College Project), 6.75% due 6/1/14            104,565

    200,000   Nebraska Educational Finance Authority Revenue
              Bonds, Series
                1995 (Midland Lutheran College Project),                 194,446
              6.25% due 6/15/15

    300,000   Nebraska Higher Education Loan Program, Inc.
              Junior Subordinate
                Bonds, Series A-6, 6.40% due 6/1/13                      299,471

    100,000   Nebraska State College Revenue Bonds, Series
              1992, 5.00%
                due 6/15/97                                              100,811

    100,000   Nebraska State Educational Service Unit No. 3
              Series 1993 A,
                5.50% due 6/1/13                                          93,095

    100,000   University Nebraska Facilities Corp. Hospital
              Revenue Bonds,
                Series 1993, (University of Nebraska Medical
              Center Project)
                5.35% due 1/1/07                                          98,250

    150,000   University Nebraska Revenue Bonds, Series
              1993, (University of
                Nebraska at Omaha Student Center Project)                137,452
              5.30% due 5/15/12                                       ----------
                                                                       1,226,328
                                                                      ----------
                          Electric, Water, Sewer              13.72%
                         -----------------------              ------
    300,000   City of Grand Island, Sewer System Revenue
              Bonds
                Series 1994, 6.00% due 4/1/14                            296,251

    250,000   City of Grand Island Nebraska Electric Revenue
              Bonds
                5.60% due 9/1/97                                        $255,868
              
<PAGE>

                          NEBRASKA TAX-FREE PORTFOLIO
                      SCHEDULE OF INVESTMENTS (Continued)

                                                           PERCENT      
PRINCIPAL                                                 OF NET        MARKET
  AMOUNT                                                   ASSETS        VALUE
- --------                                                ---------     --------
                    Electric, Water, Sewer (Continued)
                    ------------------------------------

    100,000   City of Hastings, Nebraska Combined Utility
              Revenue Bonds
                Series 1994, 6.875% due 10/15/14                        $104,846

    200,000   City of Hastings, Nebraska Electric System
              Revenue Refunding
                Bonds, Series 1993, 5.00% due 1/1/08                     187,206
 
    100,000   City of Kearney, Nebraska Combined Utilities
              Revenue Refunding
                Bonds, Series 1993, 5.25% due 6/1/01                     102,058
     
    200,000   City of Kearney, Nebraska Combined Utilities
              Revenue Refunding
                Bonds, Series 1994, 6.10% due 6/1/14                     203,910

    100,000   City of Lincoln, Nebraska Electric System
              Revenue Refunding
                Bonds, 1993 Series A, 5.20% due 9/1/08                   $96,205

    205,000   City of Lincoln, Nebraska Electric System
              Revenue Refunding
                Bonds, 1992 Series A (Power Supply                       197,624
              Facilities), 5.75% due 9/1/16                           ---------
                                                                       1,443,968
                                                                      ----------

                            General Obligation          23.57%
                            ------------------         -------

     50,000   Boyd County Nebraska School District No. 38
              (Spencer - Naper)
                General Obligation Bonds,  5.85% due 6/15/13              47,599

    150,000   Buffalo County Nebraska School District No.
              105 (Pleasanton)
                General Obligation Bonds, Series 1993,                   153,981
              5.95% due 12/15/07

    120,000   Colfax County Nebraska School District No. 2
              (Schuyler)
                General Obligation Bonds, Series 1993, 5.65%             117,676
              due 12/15/09

    150,000   Colfax County Nebraska School District No. 2
              (Schuyler)
                General Obligation Bonds, Series 1993, 5.75%            $145,346
               due 2/15/11
  
<PAGE>

                          NEBRASKA TAX-FREE PORTFOLIO
                      SCHEDULE OF INVESTMENTS (Continued)

                                                             PERCENT      
 PRINCIPAL                                                    OF NET      MARKET
  AMOUNT                                                      ASSETS      VALUE
- --------                                                     -------    -------
                      General Obligation (Continued)
                    ---------------------------------

    100,000   Douglas County Nebraska Sanitary and
              Improvement District No. 257
                General Obligation Refunding Bonds (Ramble
              Ridge),
                6.25% due 5/15/09                                       $103,184

    100,000   Douglas County Nebraska School District No.
              010, (Elkhorn
                Public Schools) General Obligation Bonds,
              Series of 1994
                6.40% due 12/15/06                                       100,000
 
    150,000   Douglas County Nebraska School District No.
              010, (Elkhorn
                Public Schools) General Obligation Bonds,
              Series of 1994
                6.40% due 12/15/08                                       156,852

    100,000   Douglas County Nebraska School District No.
              010, (Elkhorn
                Public Schools) General Obligation Bonds,
              Series of 1994
                6.60% due 12/15/10                                       104,726

    100,000   Douglas County Nebraska School District No.
              010, (Elkhorn
                Public Schools) General Obligation Bonds,
              Series of 1994
                6.75% due 12/15/14                                       104,571

    250,000   Hall County, Nebraska School District No. 2
              General Obligation
                Bonds, 5.15% due 12/1/14                                 229,677
  
    100,000   Keith County School District 001 Nebraska,
              (Ogallala Public School)
                General Obligation School Building Bond,
              Series 1994B,
                6.30% due 11/15/09                                       102,990

    210,000   Lancaster County School District 001 (Lincoln)
              Lease Purchase
                General Obligation Bonds, 6.3273% due 8/31/95            210,000
 
    100,000   Lincoln-Lancaster County Public Building
              Commission
                General Obligation Bonds, Series 1994, 6.20%             101,529
              due 10/15/11

    100,000   Morrill County Nebraska School District No.
              021, (Bayard)
                General Obligation Bonds, 5.80% due 5/15/06             $101,466
  

<PAGE>
                          NEBRASKA TAX-FREE PORTFOLIO
                      SCHEDULE OF INVESTMENTS (Continued)

                                                                PERCENT
 PRINCIPAL                                                      OF NET    MARKET
  AMOUNT                                                        ASSETS    VALUE
- ----------                                                  -----------  ------
                      General Obligation (Continued)
                    ---------------------------------

    100,000   City of North Platte Nebraska General
              Obligation Various
                Purpose Bonds, Series 1995, 6.20% due 3/15/15            $99,679

    130,000   Papillion, Nebraska Municipal Facilities
              Corporation Refunding
                Bonds (Recreational Facilities Project),                 122,264
              5.45% due 1/1/10

    175,000   Saunders County, Nebraska School District #107
              Cedar Bluffs
                Public Schools, General Obligation Bonds,                177,238
              6.35% due 7/1/14

    150,000   Washington County, Nebraska School District
              001, Blair Community
                Schools, General Obligation Bonds, 5.90% due             147,401
              7/15/15

    150,000   Western Nebraska Community College
              Certificates of Participation
                Lease Rentals, 6.55% due 10/15/13                        154,018
                                                                      ----------
                                                                       2,480,197
                                                                      ----------
                             Hospital                          8.01%
                         ---------------                       -----

    125,000   Douglas County Nebraska Hospital Authority No.
              2 Revenue
                Bonds, Health Care Facilities (Catholic
              Health Care Corp. A),
                6.00% due 11/15/15                                       123,312
 
    100,000   Douglas County Nebraska Hospital Authority No.
              1 Revenue
                Bonds, Health Care Facilities (Archbishop
              Bergan Mercy),
                6.25% due 11/15/22                                        97,927

    100,000   Gage County Nebraska Hospital Authority No.1
              Hospital Revenue
                Bonds, (Beatrice Community Hospital and
              Health Center Project),
                6.40%  due 10/1/07                                       105,279
  
    200,000   Gage County Nebraska Hospital Authority No.1
              Hospital Revenue
                Bonds, (Beatrice Community Hospital and
              Health Center Project),
                6.75%  due 10/1/14                                      $209,356

<PAGE>
                          NEBRASKA TAX-FREE PORTFOLIO
                      SCHEDULE OF INVESTMENTS (Continued)

                                                               PERCENT
 PRINCIPAL                                                      OF NET    MARKET
  AMOUNT                                                        ASSETS    VALUE
- --------                                                     --------- -------
                           Hospital (Continued)
                         -------------------------
               
    100,000   Kearney County Nebraska Hospital Authority No.
              1 Revenue
                Bonds, Series 1993 (Bethpage Mission, of the
              Great Plains, Inc.),
                 5.90% due 6/1/07                                       $102,141

    200,000   Lancaster County Nebraska Hospital Authority
              Hospital
                Revenue Bonds, Series 1992 A (Sisters of
              Charity Health Care
                  Systems, Inc.), 6.25% due 5/15/12                      205,154
                                                                       ---------
                                                                         843,169
                                                                       ---------
                                  Housing                     19.97%
                                 ----------                 ---------

    150,000   Nebraska Investment Finance Authority Hospital
              Revenue Bonds,
                (Great Plains Regional Medical Center                    154,515
              Project), 6.50% due 5/15/14

    200,000   Nebraska Investment Finance Authority Hospital
              Revenue Bonds,
                (Nebraska Methodist Healthcare System),                  212,382
              6.55% due 3/1/99

     90,000   Nebraska Investment Finance Authority Revenue
              Bonds,
                (Foundation Educational Building Fund),                   92,086
              7.00% due 11/1/09

    190,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1995 Series A, 6.05% due                  196,604
              9/1/07

    105,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1995 Series A, 6.10% due                  108,264
              3/1/08

    100,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1995 Series A, 6.15% due                  102,786
              3/1/09

    100,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1995 Series B, 6.00% due                  100,000
                9/1/09

    100,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1995 Series A, 6.20% due                 $102,465
                9/1/10

<PAGE>

                          NEBRASKA TAX-FREE PORTFOLIO
                      SCHEDULE OF INVESTMENTS (Continued)

                                                                PERCENT
 PRINCIPAL                                                      OF NET    MARKET
  AMOUNT                                                        ASSETS    VALUE
- ----------                                                     -------- -------

                            Housing (Continued)
                         -----------------------

    200,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1994 Series A-1, 6.30% due               $204,752
              3/1/17

    250,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1995 Series B, 6.40% due                  248,300
              9/1/26

    500,000   Nebraska Investment Finance Authority Single
              Family Housing
                Revenue Bonds, 1994 Series D-1, 7.30% due                579,281
               9/1/26                                                  ---------
                                                                       2,101,435
                                                                      ----------
          
                                   Power                        10.89%
                                   -----                        -----
    240,000   Cornhusker Public Power District Nebraska
              Electric System
                Revenue and Refunding Bonds, Series 1993,                227,537
              5.80% due 3/1/16

    100,000   McCook Nebraska Public Power District Electric
              System Revenue
                and Refunding Bonds, 6.75% due 12/15/09                  104,949

    200,000   Municipal Energy Agency of Nebraska Power
              Supply System
                Revenue Refunding Bonds, 1992 Series A,                  198,964
                 6.00% due 4/1/17
    
    250,000   Nebraska Public Power District Electric System
              Revenue Bonds,
                Series 1993 A, 5.40% due 1/1/09                          242,781
 
    150,000   Nebraska Public Power District Revenue Bonds,
              Power
                Supply System, Series C, 5.00% due 1/1/17                132,071
   
    250,000   Omaha Public Power District Nebraska Electric
              Revenue Bonds,
                Series B, 5.70% due 2/1/17                               240,212
                                                                       ---------
                                                                       1,146,514
                                                                      ----------

                              Transportation                   1.81%
                              --------------                  -------

    100,000   Omaha, Nebraska Airport Authority Airport
              Facilities Revenue
                Refunding Bonds, Series 1993, 5.50% due                  $95,288
              1/1/13

<PAGE>

                          NEBRASKA TAX-FREE PORTFOLIO
                      SCHEDULE OF INVESTMENTS (Continued)

                                                                PERCENT
 PRINCIPAL                                                      OF NET    MARKET
  AMOUNT                                                         ASSETS   VALUE
- ----------                                                     --------  ------

                        Transportation (Continued)
                       ----------------------------

    100,000   Omaha, Nebraska Airport Authority Airport
              Facilities Revenue
                Refunding Bonds, Series 1993, 5.50% due                  $94,753
              1/1/14                                                    --------
                                                                         190,041
                                                                        --------
                             Various Revenues                   9.10%
                           -------------------                  ----

    150,000   District Energy Corporation Nebraska Facility
              Revenue Bonds,
                Series 1993 (City-County Building and County
              Correctional
                   Family Project), 5.50% due 7/1/13                     139,473

    250,000   City of Lincoln, Nebraska Parking Revenue
              Bonds,
                Series 1994 C, 6.10% due 8/15/09                         255,930
  
    100,000   City of Lincoln, Nebraska Parking Revenue
              Bonds,
                Series 1994 C, 6.15% due 8/15/11                         101,012
   
    200,000   Nebraska Public Gas Agency Gas Supply System
              Revenue
                Bonds, Series  A, 6.25% due 4/1/05                       207,934
   
    250,000   County of Scottsbluff, Nebraska Development
              Revenue Bonds
                Series 1995, (Northfield Villa, Inc. - The
              Residency Project),
                6.90% due 4/1/20                                         252,938
                                                                         -------
                                                                         957,287


                Total Investments in Securities               98.72% $10,388,939
                                                              ------ -----------
                Cash Equivalents                               1.20%     126,443
                                                               -----     -------
                Net Receivables/(Pay                           0.08%       8,483
                                                               -----       -----
              TOTAL NET ASSETS                               100.00% $10,523,865
                                                             ------  -----------

    See a accompanying notes to financial statements.



<PAGE>

                          NEBRASKA TAX-FREE PORTFOLIO
                      STATEMENT OF ASSETS AND LIABILITIES
                                 June 30, 1995


Assets:
  Investments in securities, at market value (cost $10,386,947)      $10,388,939
  Cash equivalents                                                       126,443
  Accrued interest and dividends receivable                              166,643
                                                                      ----------
       Total assets                                                   10,682,025
                                                                      ----------

Liabilities:
  Accrued expenses, including investment management,
    administration and distribution expense reimbursements
    payable to the adviser, administrator and distributor (note 3)         8,910
  Payable for investment securities purchased                            149,250
                                                                         -------
       Total liabilities                                                 158,160
                                                                      ----------
Net assets applicable to outstanding capital stoc                    $10,523,865
                                                                    ============

Net assets are represented by:
  Capital stock outstanding, at par                                        1,084
  Additional paid-in capital                                          10,806,353
  Accumulated undistributed net investment income                         23,899
  Accumulated undistributed net realized loss                          (309,463)
  Unrealized appreciation (note 4)                                         1,992
                                                                           -----
       Total amount representing net assets applicable to
         1,083,952.672 outstanding shares of $.001 par value
        common stock (10,000,000 shares authorized)                  $10,523,865
                                                                     ===========

  Net asset value per share                                                $9.71
                                                                           =====


See accompanying notes to financial statements.


<PAGE>

                            NEBRASKA TAX-FREE PORTFOLIO
                              STATEMENT OF OPERATIONS
                             Year Ended June 30, 1995


Investment Interest Income:                                             $582,521
                                                                        --------

Expenses (note 3):
    Investment advisory and administration fees                           24,854
    Distribution expenses                                                 24,873
    Custodial fees                                                         6,091
    Auditing and tax accounting fees                                       3,292
    Legal fees                                                             3,336
    Registration fees                                                      3,561
    Other operating expenses                                               4,756
                                                                          ------
        Total expenses                                                    70,763
                                                                          ------
        Net investment income                                            511,758
                                                                         -------

Realized loss and unrealized appreciation on investments (note 4):
    Net realized loss                                                  (289,202)
                                                                       --------
    Net unrealized appreciation (depreciation)
        Beginning of period                                            (579,636)
        End of period                                                      1,992
                                                                       ---------
           Net unrealized appreciation                                   581,628
                                                                       ---------
        Net realized and unrealized gain on investments                  292,426
                                                                       ---------
Net increase in net assets resulting from operations                    $804,184
                                                                       =========


See accompanying notes to financial statements.


<PAGE>



                            SMITH HAYES TRUST, INC.
                          NEBRASKA TAX-FREE PORTFOLIO
                      STATEMENTS OF CHANGES IN NET ASSETS
                  Year Ended June 30, 1995, and for the period
               July 12, 1993 (commencement of operations) to June 30, 1994


                                                               1995         1994
Operations:
    Net investment income                                  $511,758      342,358
    Net realized loss on investments                      (289,202)     (20,261)
    Unrealized appreciation (depreciation)
       on investments                                       581,628    (579,636)
                                                            ------    ---------
      Net increase (decrease) in net assets 
        resulting from operations                           804,184    (257,539)
                                                            -------    ---------


Dividends paid to shareholders from net investment income:  506,537      323,680
                                                            -------      -------

Capital share transactions:
    Proceeds from shares sold (403,726.098 and 
     1,299,187.212 shares)                                3,175,403   13,048,062
    Distributions reinvested (25,799.151 and 
     14,958.568 shares)                                    242,880      147,612
    Payment for redemptions (221,835.048 and 
     370,310.236 shares)                                (2,085,987)  (3,720,533)
                                                       ------------  -----------
      Net increase from capital share transactions
         ( 207,690.201 and 943,835.544shares)             1,332,296    9,475,141
                                                          ---------    ---------
Total increase in net assets                              1,629,943    8,893,922
   
Net assets:
  Beginning of period                                     8,893,922       -
                                                        ------------   ---------
  End of period                                         $10,523,865    8,893,922
                                                        ===========    =========


See accompanying notes to financial statements.



<PAGE>


                          NEBRASKA TAX-FREE PORTFOLIO
                              FINANCIAL HIGHLIGHTS
                  Year Ended June 30, 1995, and for the period
                    from July 12, 1993 (commencement of operations)
                                to June 30, 1994


                                                           1995            1994
                                                           ----            ----
Net asset value:
  Beginning of period                                      $9.42          $10.00
                                                           -----          ------

  Income (loss) from investment operations:
     Net investment income                                  0.48            0.50
     Net realized and unrealized gain (loss) on             0.29          (0.63)
                                                            ----          ------
investments
       Total gain (loss) from investment operations         0.77          (0.13)
                                                            ----          ------

  Less distributions from net investment income           (0.48)          (0.45)
                                                          ------          ------

  End of period (1)                                        $9.71           $9.42
                                                           =====           =====

Total return                                                8.5%       (1.6%) **
                                                            ====        ========

Ratios/Supplemental data:
  Net assets, end of period                          $10,523,865      $8,893,922
                                                     -----------      ----------

  Ratio of expenses to average net assets                  0.71%        0.41% **
                                                   
  Ratio of net income to average net assets                5.15%        4.99% **

  Portfolio turnover rate                                 34.96%        7.45%
     

**Annualized
(1) Excludes maximum sales charge of 3.90%


See accompanying notes to financial statements.



<PAGE>


                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements
                            Year Ended June 30, 1995


  1. Organization  SMITH HAYES Trust, Inc. (the Fund) is registered under the
     Investment  Company  Act of 1940,  as amended,  as an  open-end  management
     investment company.  These financial  statements apply only to the Nebraska
     Tax-Free Portfolio (the Portfolio).

2.   Summary of Significant Accounting Policies
     The following is a summary of significant  accounting  policies employed by
     the Portfolio in preparing its financial statements:

    Valuation of  Investments:  Portfolio  securities  are valued at fair market
    value as  determined  in good faith or under the  direction  of the Board of
    Directors.  Determination  of  fair  value  involves,  among  other  things,
    reference to market indices,  matrices and data from independent brokers and
    pricing services.

    All securities are valued in accordance with the above policies at the close
    of each business day provided that the Portfolio has shareholder activity.

     At June 30,  1995,  the cost of  investment  securities  is  identical  for
     financial reporting and income tax purposes.

     Securities  Transactions:  Securities transactions are accounted for on the
     date  securities  are  purchased  or sold (trade  date).  Interest  income,
     including  amortization of premium and discount on the straight-line basis,
     is accrued  daily.  Realized  investment  gains or losses are determined by
     specifically identifying the security sold.
   
    Federal  Income Taxes:  It is the policy of the Portfolio to comply with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies and to distribute  virtually all of its taxable income,  including
    any net realized gain on investments,  to its  shareholders.  Therefore,  no
    Federal  income tax provision is required.  The  Portfolio  prepares its tax
    return on an accrual basis.

    Distributions  to  Shareholders:  Dividends to shareholders are recorded on
    the ex-dividend date.

    Cash Equivalents:  The Fund considers  investments with a maturity of three
    months or less when purchased to be cash equivalents.



<PAGE>


                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements


3.  Related Party Transactions
    The  Portfolio  has  retained  CONLEY  SMITH,  Inc.  (formerly  SMITH  HAYES
    Portfolio  Management,  Inc.)  (the  Adviser)  as its  exclusive  investment
    adviser.  The agreement  provides that the Portfolio  will pay the Adviser a
    fee equal to .15% per annum of its average daily net assets.

     The Portfolio has also retained  Lancaster  Administrative  Services,  Inc.
     (the  Administrator)  to  act  as  its  administrator  to  provide  routine
     administrative  services  and  act as the  transfer  agent.  The  agreement
     provides that the Portfolio  will pay a fee to the  Administrator  equal to
     .10% per annum of the average daily net assets.

    In addition to the  advisory and  administrative  services  agreements, the
    Portfolio  has retained  SMITH HAYES  Financial  Services  Corporation  (the
    Distributor),  a company related through common ownership and management, to
    act as the underwriter and distributor of the Portfolio's  shares.  Pursuant
    to the distribution  plan under Rule 12b-1, the Portfolio will reimburse the
    Distributor for shareholder-related expenses incurred in connection with the
    distribution of the Portfolio's shares, however under no circumstances shall
    such  reimbursement  exceed .25% per annum of the Portfolio's  average daily
    net assets.

    Under the terms of the advisory,  administrative and distribution agreements
    outlined above, the Portfolio paid $24,854 to the Adviser/Administrator, and
    $24,873 to the Distributor for sales of the Portfolio's shares made by their
    agents and  brokers.  The  Distributor  also  received  $22,103 and retained
    $4,828  (after  allowances  to dealers) as its portion of the sales  charges
    paid by purchasers of the  Portfolio  shares.  Such sales charges are not an
    expense  of the  Fund  and  hence  are  not  reflected  in the  accompanying
    statement of operations.

     At June 30, 1995 the Portfolio had accrued sales charges of $1,769  payable
     to the Distributor.

    Under the terms of the advisory  agreement,  the Adviser may be obligated to
    reimburse  the  Portfolio up to the amount of the  Adviser's fee paid to the
    Adviser if during any year the  expenses  of the  Portfolio,  including  the
    Adviser's  fee,  exceed  certain  limitations.  At June 30,  1995 no expense
    reimbursement was required.

<PAGE>


                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements


3.  Continued
    In  addition  to the  amount  paid  by the  Portfolio  under  the  advisory,
    administration  and  distribution  plans,  the  Portfolio  used SMITH  HAYES
    Financial  Services  Corporation  (SMITH HAYES) to affect security trades on
    their behalf.  SMITH HAYES was paid commissions in the amount of $38,418 for
    their brokerage services during the period ended June 30, 1995.

     At June 30, 1995, the directors,  officers,  and employees of the Fund, the
     Adviser,  Administrator  and Distributor and their immediate  families held
     4,176.590 shares at a value of $40,555.

4.  Securities Transactions
     The  Portfolio  made  purchases  and  sales  of  investment  securities  of
     $4,932,486 and $3,409,075,  respectively,  during the period ended June 30,
     1995.

     At June 30, 1995,  the  aggregate  gross  unrealized  appreciation  and the
     aggregate  gross  unrealized  depreciation  of securities were $206,888 and
     $204,896, respectively.

5.  Business Changes
     In April of 1995,  the  adviser  SMITH  HAYES  Portfolio  Management,  Inc.
     changed its name to CONLEY SMITH, Inc.

     On July 18, 1995,  the Board of  Directors  of the SMITH HAYES Trust,  Inc.
     approved  the  appointment  of  Lancaster   Administrative  Services,  Inc.
     successor to the transfer agent and  administrative  services  functions of
     the adviser CONLEY SMITH, Inc.




<PAGE>
- -------------------------------------------------------------------------------


                                  SMITH HAYES
                                  TRUST, INC.

                             MONEY MARKET PORTFOLIO
                      INSTITUTIONAL MONEY MARKET PORTFOLIO

                                 ANNUAL REPORT
                                 JUNE 30, 1995

<PAGE>


                               TABLE OF CONTENTS


               Independent Auditors' Report...........  1

               Statement of Net Assets
                  Institutional Money Market Portfolio  2

               Statement of Operations................  3

               Statements of Changes in Net Assets....  4
  
               Financial Highlights
                  Money Market Portfolio..............  5
                  Institutional Money Market Portfolio  6

               Notes to Financial Statements..........  7



<PAGE>

                          INDEPENDENT AUDITORS' REPORT


The Board of Directors
SMITH HAYES Trust, Inc.

We have audited the  accompanying  statement of net assets of SMITH HAYES Trust,
Inc.  Institutional  Money Market Portfolio as of June 30, 1995, and the related
statements of operations and changes in net assets, and the financial highlights
for the year  then  ended of the  SMITH  HAYES  Trust,  Inc.  Money  Market  and
Institutional Money Market Portfolios.  These financial statements and financial
highlights  are  the   responsibility   of  the  Portfolio's   management.   Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial  highlights based on our audit. The statement of changes in net assets
for the year ended June 30,  1994 and the  financial  highlights  for the period
November 12, 1992  (commencement of operations) to June 30, 1994 were audited by
other  auditors  whose  report dated July 22,  1994,  expressed  an  unqualified
opinion on such statements and such financial highlights.

We conducted our audit 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  securities  owned as of June 30, 1995 by
correspondence  with  the  custodian.  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
audit provides a reasonable basis for our opinion.

In our opinion,  such  financial  statements  and financial  highlights  present
fairly,  in all material  respects,  the  financial  position of the SMITH HAYES
Trust,  Inc.  Institutional  Money Market Portfolio as of June 30, 1995, and the
results of operations,  changes in net assets,  and financial  highlights of the
SMITH HAYES Trust, Inc. Money Market and  Institutional  Money Market Portfolios
for the year then  ended,  in  conformity  with  generally  accepted  accounting
principles.

Deloitte & Touche LLP
Lincoln, Nebraska
July 21, 1995


<PAGE>

                            SMITH HAYES TRUST, INC.
                      INSTITUTIONAL MONEY MARKET PORTFOLIO
                            STATEMENT OF NET ASSETS
                                 June 30, 1995
                                                  Yield
                                                   at
    Par                                          Time of    Amortized
   Value                 Description             Purchase      Cost
- ---------------     -------------------------  ----------  -----------
Certificates of
Deposit -- 2%
      95,000   First Bank & Trust Company,
                 Cozad, Nebraska, due 12/16/95     6.14%       $95,000
      95,000   Curtis State Bank,
                 Curtis Nebraska, due 3/16/96      6.25%        95,000
      95,000   Farmers State Bank,
                 Carroll Nebraska, due 6/16/96     6.92%        95,000
      95,000   Minden Exchange Bank & Trust
               Company
                 Minden Nebraska, due 6/27/96      6.35%        95,000
                                                               -------
               Total (cost $380,000)                           380,000

Government Securities -- 3%
     300,000   U.S. Treasury Bill, due 7/6/95      5.48%      $496,899
     500,000   U.S. Treasury Bill, due 8/10/95     5.60%       299,780
                                                              --------
               Total (cost $796,679)                           796,679
                                                               -------

Trust Certificates - U.S. Government Guaranteed Student
Loans -- 90%
  22,000,000   Mid-America Student Finance
               Trust, due
               1/09/96 to 6/29/96 (cost            6.15% *  
               $22,000,000)                                         
                                                           $22,000,000
                                                          ------------

Total Investments -- 95%                                    23,176,679

Excess of other Assets over Total Liabilities -- 5%
    (Includes $9,287 payable to investment adviser
     and distributor and $88,320 dividends payable to      
     shareholders)                                           1,160,257
                                                            ----------

Net Assets -- 100%
    Applicable to 24,336,936 outstanding shares of $.001
    par value common stock (100,000,000 shares authorized) $24,336,936
                                                            ==========

Net Asset Value:
    Offering and redemption price per share                      $1.00
                                                                 =====    

*Interest rate fluctuates with 3-month U.S.Treasury Bill rate, subject to no
   longer than 5-day settlement.

See accompanying notes to financial statements.

<PAGE>

                      SMITH HAYES TRUST, INC.
                      STATEMENT OF OPERATIONS
                     Year Ended June 30, 1995


                                                         Institutional
                                               Money          Money
                                              Market          Market
                                            Portfolio       Portfolio

Investment Interest Income                  $384,872       1,186,961
                                            --------       ---------

Expenses (note 2):
    Investment advisory and                  
      administration fees                     14,222         43,815
    Distribution fee                          45,258         39,836
    Custodial fees                             5,169         10,675
    Auditing and tax accounting fees           3,103          3,717
    Legal fees                                 2,119          6,804
    Other expenses                             1,575          1,956
                                               -----          -----
        Total expenses                        71,446        106,803
                                              ------        -------

Net Investment Income                       $313,426       1,080,158
                                            =========      =========


See accompanying notes to financial statements.

<PAGE>

                            SMITH HAYES TRUST, INC.
                      STATEMENTS OF CHANGES IN NET ASSETS
                       Years Ended June 30, 1995 and 1994

                                                      Institutional
                                    Money                 Money
                                   Market                 Market
                                  Portfolio             Portfolio
                              1995       1994        1995       1994
                            ---------  ---------   ----------  ---------   
From Investment Operations:
    Net investment income
      distributed to         $313,426    329,239   1,080,158  1,104,578
                            =========   ========  ========== ===========
shareholders

From Share Transactions:
  (at constant net asset
value of $1 per share)
    Shares sold            14,228,361  28,022,243 61,906,153 82,557,309
    Shares issued in
      reinvestment
      of dividends from net
      investment income       296,731    159,003     693,024    477,389
                           ----------  --------- ----------- ----------
                           14,525,092 28,181,246  62,599,177 83,034,698

    Shares redeemed        22,067,396 27,313,566  66,271,044 69,881,334
                           ---------- ----------  ---------- ----------

    Total increase (decrease) in
      net assets derived
       from share
        transactions       (7,542,304    867,680  (3,671,867)13,153,364

Net Assets:
    Beginning of period     7,542,304 6,674,624   28,008,803 14,855,439
                            --------- ---------   ---------- ----------
    End of period          $    -     7,542,304   24,336,936 28,008,803
                            --------- ----------  ---------- ----------
                           

See accompanying notes to financial statements.

<PAGE>

                       SMITH HAYES TRUST, INC.
                        FINANCIAL HIGHLIGHTS
              Years Ended June 30, 1995 and 1994 and the
 Period from November 12, 1992 (commencement of operations) to June
                               30, 1993


                                               Money Market
                                                 Portfolio
                                          1995      1994       1993
                                          ----      ----       ----

Net asset value:
  Beginning of period                    $1.00      1.00       1.00
                                         -----      ----       ----

  Income from investment operations,
    Net investment income                0.048     0.035      0.009

  Less distributions,
    Dividends from net investment      (0.048)   (0.035)    (0.009)
                                       -------   -------    -------
income

  End of period                          $1.00      1.00       1.00
                                         =====      ====       ====

Yield                                    5.05%     3.85%      3.83% *
                                         =====     =====      ===== 

Effective yield                          5.18%     3.92%      3.90% *
                                         =====     =====      ===== 

Ratios/Supplemental data:
  Net assets, end of period               -     7,542,304  6,674,624
                                     --------- ----------  ---------
                                 
Ratio of expenses to average net assets   1.10%     1.17%      1.21% *
                                         -----     -----      ----- 
Ratio of net income to average net assets 4.83%     3.50%      3.99% *
                                          -----     -----      ----- 


*Annualized for those periods less than twelve months in duration.

See accompanying notes to financial statements.


<PAGE>

                       SMITH HAYES TRUST, INC.
                        FINANCIAL HIGHLIGHTS
              Years Ended June 30, 1995 and 1994 and the
 Period from November 12, 1992 (commencement of operations) to June
                               30, 1993

                                              Institutional
                                              Money Market
                                                Portfolio
                                           1995       1994      1993
                                           ----       ----      ----

Net asset value:
  Beginning of period                     $1.00       1.00      1.00
                                          -----       ----      ----

  Income from investment operations,
    Net investment income                 0.054      0.040     0.009
                                          -----      -----     -----

  Less distributions,
    Dividends from net investment       (0.054)    (0.040)   (0.009)
                                        -------    -------   -------
income

  End of period                           $1.00       1.00      1.00
                                           =====       ====      ====

Yield                                     5.63%      4.52%     4.28% *
                                          =====      =====     ===== 

Effective yield                           5.79%      4.62%     4.37% *
                                          =====      =====     ===== 

Ratios/Supplemental data:
  Net assets, end of period          $24,336,936 28,008,803 14,855,439
                          -          ----------- ---------- ----------

Ratio of expenses to average net assets   0.54%      0.61%     0.68% *
                                          -----      -----     ----- 

Ratio of net income to average net assets 5.42%      4.05%     4.40% *
                                          -----      -----     ----- 


*Annualized for those periods less than twelve months in duration.

See accompanying notes to financial statements.

<PAGE>

                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements
                            Year Ended June 30, 1995


     1. Organization and Significant Accounting Policies 
- --------------------------------------------------------
     SMITH HAYES  Trust,  Inc.  (the Fund) is  registered  under the  Investment
Company Act of 1940, as amended, as an open-end  management  investment company.
These  financial  statements  relate only to the Money Market and  Institutional
Money Market Portfolios (the Portfolios).

     The following is a summary of significant  accounting  policies employed by
the Fund in preparing its financial statements.

     Valuation  of  Investments:  Portfolio  securities  are valued at amortized
cost.  Pursuant to Rule 2a-7 of the  Investment  Company Act of 1940,  amortized
cost as defined is a method of valuing securities at acquisition cost,  adjusted
for  amortization of premium or accretion of discount rather than at their value
based on current market factors.  This method of valuation is used  consistently
throughout the industry by money market funds wishing to maintain a constant net
asset value per share.  Each of the  Portfolios  maintains a constant  net asset
value of $1 per share.

     Security  Transactions  and Investment  Income:  Security  transactions are
recorded on a trade date basis. Realized gains or losses on sales of investments
are  determined  by  specifically  identifying  the issue sold. In computing net
investment  income,  the Portfolios  amortize  premiums and discounts and accrue
interest income daily.

     Federal Income Taxes: It is the policy of each Portfolio to comply with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to have each  Portfolio  distribute  virtually all of its taxable
income generated to each Portfolio's  shareholders.  Therefore, no liability for
Federal income taxes is required. Each Portfolio is treated as a separate entity
for Federal income tax purposes,  and on a calendar year basis,  will distribute
substantially  all of its net investment  income and realized  gains, if any, to
avoid the payment of any Federal excise taxes.  Each Portfolio  prepares its tax
return on an accrual basis.

     Distributions  to  Shareholders:  Dividends to shareholders are accrued and
declared  daily  from  net  investment  income.  Payments  or  reinvestments  of
dividends are made monthly.

<PAGE>


                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements

1. Continued
- ------------
     Trust  Certificates:  The trust  certificates  represent  U. S.  Government
guaranteed student loans held by Mid-America  Student Finance Trust (the Trust).
The Trust invests in eligible  student  loans issued under the Higher  Education
Act of 1965 as amended (the Act)  established by the U. S. Government to provide
access to funds for students attending  post-secondary  institutions.  The Trust
purchases  the  student  loans from  Nebraska  and Iowa  banks who are  eligible
lenders  as  defined  by the Act.  The  terms  of the  loans,  which  vary on an
individual basis, generally provide for repayment in monthly installments over a
period normally not in excess of ten years.

     All of the student  loans are  guaranteed by various  authorized  guarantee
agencies who have  contracts of  reinsurance  with the  Department of Education.
These  guarantees are made subject to the  performance of certain loan servicing
procedures  stipulated by the Act. If these due diligence  requirements  are not
met, the affected loans may not be covered by the guarantees should the borrower
default.

     For  liquidity  purposes,  certain  banks have entered  into  unconditional
agreements to repurchase a predetermined  amount of student loans from the Trust
upon five days  written  notice.  The maximum  amount any bank is  obligated  to
repurchase is five percent of the total  student  loans owned by the Trust.  The
repurchase  agreements are cancelable with 30 days advance  written  notice.  At
June 30, 1995, 35 banks have entered into repurchase agreements for an aggregate
total of $47,000,000.

2. Management Fee, Distribution Expense and Transactions with
   Affiliates
- ---------------------------------------------------------------
     The  Portfolios  have retained  CONLEY SMITH,  Inc.  (formerly  SMITH HAYES
Portfolio Management, Inc.) (the Adviser) as their exclusive investment adviser.
Under the terms of the  agreement  the adviser is paid a monthly fee computed at
an annual rate of .10% of the average daily net assets of each Portfolio.

     The Portfolios have also retained Lancaster  Administrative  Services, Inc.
(the  Administrator)  to act as their  administrator  and  transfer  agent.  The
agreements provide for a fee computed and paid monthly at an annual rate of .12%
of the average daily net assets of each Portfolio.

     The Portfolios  have retained SMITH HAYES  Financial  Services  Corporation
(the Distributor), a company related through common ownership and management, to
act as the underwriter and  distributor of the Portfolio's  shares.  Pursuant to
the shareholder approved distribution plan under Rule 12b-1, the Portfolios will
reimburse the

<PAGE>



                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements

2. Continued
- -------------
     Distributor for  shareholder-related  expenses  incurred in connection with
the distribution of the Portfolio's shares. Aggregate payments cannot exceed the
annual  rate  of  .70%  for  the  Money  Market   Portfolio  and  .20%  for  the
Institutional Money Market Portfolio of the average daily net assets.

     Under the terms of the  advisory/administrative and distribution agreements
outlined  above,   the  Portfolios   collectively   paid  $58,037  and  $85,094,
respectively, for such services.

     In addition  to the amounts  paid under the  advisory,  administration  and
distribution plans, the Portfolios primarily used SMITH HAYES Financial Services
Corporation  (SMITH  HAYES) to affect  security  trades on their  behalf.  As is
customary  in the  industry,  the adviser  evaluates  the pricing and ability to
execute the transaction in selecting  brokers to affect trades.  SMITH HAYES was
paid commissions in the amount of $2,775 for their brokerage services during the
period ended June 30, 1995.

     At June 30, 1995, the directors,  officers,  and employees of the Fund, the
Adviser, Administrator,  Distributor and their immediate families held 1,134,632
shares of Institutional  Money Market Portfolio,  which constituted 4.66% of the
Portfolio's outstanding shares.

2. Business Changes
- -------------------
     Effective June 22, 1995, the minimum  initial  aggregate  investment in the
Institutional  Money  Market  Portfolio  was  reduced  from  $500,000 to $1,000.
Consequently,  all  shareholders  of the Money Market  Portfolio  redeemed their
shares for  Institutional  Money Market  Portfolio  shares.  As of June 30, 1995
shares of the Money Market Portfolio will no longer be issued.

     In April of 1995,  the  adviser  SMITH  HAYES  Portfolio  Management,  Inc.
changed its name to CONLEY SMITH, Inc.

     On July 18, 1995,  the Board of  Directors  of the SMITH HAYES Trust,  Inc.
approved the appointment of Lancaster Administrative Services, Inc. successor to
the transfer agent and  administrative  services functions of the adviser CONLEY
SMITH, Inc.














































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